SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of November 2001
GENESYS S.A.
(Exact name of registrant as specified in its charter)
L'Acropole, 954-980 avenue Jean Mermoz, 34000 Montpellier, FRANCE
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
--- ---
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No X
--- ---
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_______________.
Genesys Conferencing Logo
FOR IMMEDIATE RELEASE
WEDNESDAY, NOVEMBER 14, 2001
GENESYS CONFERENCING REPORTS RECORD THIRD-QUARTER RESULTS
Continued Shift to Automated Services Boosts Gross Margin;
Record Month for Volumes and Margins in September Drives Record Quarter;
Strong EBITDA Margin Expansion and Margins Back on Track;
Comfortable with Outlook for Full Year
Highlights:
o Call volumes jump 43% vs. Q3 2000
o Automated services grow 165% from Q3 2000, driving a 200-basis-points
improvement of gross margin
o Revenues rise 12% from Q3 2000
o EBITDA1 up 100% from Q3 2000, adding 600 basis points to EBITDA margin
o Vialog and Astound integration complete
o September sets new benchmark for future
Montpellier, France--November 14, 2001--Genesys Conferencing (Euronext: 3955)
(Nasdaq: GNSY), the world's leading conferencing specialist, today announced
results for the third quarter and nine months ended September 30, 2001. The
results reflect the combined performance of Genesys Conferencing, Vialog
Corporation, which was acquired by Genesys on April 26, 2001, and Astound
Incorporated, which was acquired on March 28, 2001. Increased call volumes, the
continued strong shift towards automated services, and a monthly record for
volumes and margins in September produced exceptional margin expansion. The
performance was a record for a third quarter.
Summary Unaudited Pro Forma Results (In French GAAP)
(In euros millions, except margins and per share amounts)
Three months ended
September 30,
-------------
2001 2000
---------------------------------------------------------------
Revenues 50.9 45.4
Gross Profit 28.5 24.6
Gross Margin 56.0% 54.0%
EBITDA1 6.8 3.4
EBITDA1 Margin 13.3% 7.4%
EBIT2 1.0 (1.2)
Cash Earnings per Share3 0.14 (0.12)
- -------------
1 Excludes Euro 1.2 million in Q3 2001 of costs incurred to implement cost
savings plan and Euro 0.2 million in Q3 2000 related to Vialog opening balance
sheet adjustments.
2 Represents EBIT before the amortization of goodwill, other intangibles and
deferred acquisition and financing costs. Also, excludes Euro 1.2 million in Q3
2001 of costs incurred to implement cost savings plan and Euro 0.2 million in Q3
2000 related to Vialog opening balance sheet adjustments. It also excludes a non
recurring credit of Euro 0.7 million in Q3 2001.
3 Represents the per share amount on pro forma shares outstanding of the net
loss after adding back (i) depreciation, amortization of goodwill, intangibles
and deferred acquisition and financing costs (ii) other non-cash items totaling
Euro (0.4) million in Q3 2001 and Euro (0.1) million in Q3 2000, and (iii) Euro
1.2 million in Q3 2001 of costs incurred to implement the cost savings plan.
Automation Drives Record-Setting Performance
For the quarter, total call volumes were 216.2 million minutes, up 43 percent
from the third quarter of 2000 and a 4 percent sequential increase. Automated
services call volumes were up 165 percent from the third quarter last year and
up 22 percent from the second quarter 2001. These services accounted for 38
percent of total revenues, and for 53 percent of total call volumes for third
quarter 2001.
Revenue growth illustrated the significant shift to automated services, which
carry higher margins but generate lower per-minute revenues. Revenue for the
quarter rose 12 percent to Euros 50.9 million (U.S. $46.5 million) from Euros
45.4 million (U.S. $41.5 million) from the third quarter 2000. Genesys estimates
that excluding the shift to automated services, the 43 percent increase in
volume would have translated into about a 37 percent increase in revenues.
"I am pleased to announce this record-setting performance," said Francois
Legros, Genesys Conferencing's Chairman and Chief Executive Officer. "It is
significant that automated services continue to show the highest growth rates of
all of our services. They generate very high margins--in excess of 70
percent--and have and will continue to be the main driver of our financial
performance and global expansion. Moreover, as we complete our migration towards
automated services, our very strong growth in volumes will reflect more and more
in our revenue growth."
Margin Expansion Significantly Outpaces Revenue Growth
Gross margin rose 200 basis points from the same period last year, to 56.0
percent compared with 54.0 percent. Earnings before interest, taxes,
depreciation and amortization (EBITDA) increased 100 percent to Euros 6.8
million (U.S. $6.2 million), from Euros 3.4 million (U.S. $3.1 million). EBITDA
margin increased by almost 600 basis points to 13.3 percent. The 2001 third
quarter excluded Euros 1.2 million (U.S. $1.1 million) in previously announced
non-recurring expenses to implement the cost-savings plan.
"This quarter clearly illustrates the operating leverage in our business model,"
Legros stated. "The continued favorable shift to high-margin automated services,
combined with our cost-savings programs and synergy from the integration of
Vialog and Astound, put our margins back on track." According to Legros, the
cost-savings program the company announced in July is complete and began to show
contributions to profitability in September. Going forward, Genesys expects this
plan to generate Euros 4.25 million (U.S. $3.9 million) in cost savings per
quarter, including Euro 1.25 million in interest savings (U.S. $1.1 million).
"We continue to be committed to tight control of our selling, general and
administrative (SG&A) and corporate costs, which we have targeted to grow at no
more than half of our revenue growth rate," he added. "This should continue to
drive down our SG&A as a percentage of revenue, and we will now target SG&A to
be around 44 percent as we exit 2003."
September Sets New Benchmark for Future
During September 2001, the company saw monthly usage jump to 80.3 million
minutes. Automated services accounted for 57 percent of call minutes and 41
percent of revenues, driving the gross margin to 58.4 percent and EBITDA margin
to 20.3 percent.
"We believe the business environment continues to be favorable for the
conferencing industry. Clearly, there is growing worldwide awareness of
conferencing as a viable alternative to travel. Businesses are finding that
conferencing is a simple, effective and cost-efficient solution to connect with
people across the country and the world. As the leading global conferencing
specialist, we have benefited from this favorable environment."
Genesys estimates that the increase in volume after the September 11 events in
the United States resulted in Euros 1 million (U.S. $913,100) additional revenue
and Euros 600,000 (U.S. $547,860) additional EBITDA. The EBITDA margin for
September, excluding the September 11 impact, was 18 percent, which sets a new
benchmark for the future.
Robust Outlook for Year 2001 and Beyond
Legros mentioned that several factors have Genesys in excellent position to
continue to grow revenues and enhance profitability. He expects the continued
migration of managed services to high-margin automated services and reduction of
SG&A as a percentage of revenues to be the key drivers of Genesys' future
performance. He also pointed out that the conferencing market is very healthy
and has been resilient as global economies have slowed.
"We are on track to meet our previously stated objectives for 2001 of Euros 210
million to 214 million (U.S. $191.7 million to U.S. $196.3 million) in pro forma
revenues, EBITDA margin in the range of 12 percent to 14 percent, and automated
services contributing 40 percent of total revenues by the end of the year,"
stated Legros.
Genesys has just launched Genesys Meeting Center, the industry's first fully
integrated audio and web conferencing platform that includes unique features and
award-winning web conferencing capabilities. Legros stated, "We believe the
Genesys Meeting Center is the strongest existing engine to capture the emerging
audio and web segments of our market."
Legros concluded that "with strong margins in place, 17,000 clients, unique
worldwide coverage in 18 countries, economic and political environments
favorable to a fast-growing market, our financial resources strengthened with
Euro 22.3 million (U.S. $20.4 million) raised in October, and Genesys Meeting
Center as a springboard to success, Genesys Conferencing is in its strongest
position ever."
Third-Quarter Conference Call and Webcast
-----------------------------------------------------------------------------
The company will hold its third-quarter earnings conference call on
Wednesday, November 14, 2001 at 5:30 p.m. Central European Time
(GMT+1) or 11:30 a.m. Eastern Standard Time.
Francois Legros and Executive Vice President, Chief Financial Officer Mike
Savage and Executive Vice President Audit, Financial Planning and
Investor Relations Pierre Schwich will host the call.
The conference call will be webcast live. The call may be accessed by:
Dialing
+44 (0) 20 8240 8241 from Europe or (+ 1) 800 482 55 67 from North America
to join the conference call and participate in the question and answer session,
from 5:25 p.m. Central European Time or 11:25 a.m. Eastern Standard Time.
Or joining the live webcast of the call at www.genesys.com.
If you are unable to participate during the live conference, a
replay will be available at www.genesys.com.
-----------------------------------------------------------------------------
About Genesys Conferencing
Founded in 1986, Genesys Conferencing is a global communications specialist,
providing practical and innovative real-time collaborative and managed event
services to over 17,000 clients worldwide. Working in a rapidly growing market
and enjoying unique worldwide coverage as a result of its geographic expansion
policy, Genesys Conferencing has established its advanced technology in 18
countries throughout Europe, Asia Pacific and the United States. Genesys
Conferencing's ordinary shares are listed on the Nouveau Marche in Paris
(Euronext: 3955) and its ADSs are listed on the Nasdaq National Stock Market
(Nasdaq: GNSY).
Forward-Looking Statements
This release contains statements that constitute forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements other than historical information or
statements of current condition. These statements appear in a number of places
in this release and include statements concerning the parties' intent, belief or
current expectations regarding future events and trends affecting the parties'
financial condition or results of operations. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and actual
results may differ materially from those in the forward-looking statements as a
result of various factors. Some of these factors are described in the form F4
registration statement which was filed by Genesys with the Securities and
Exchange Commission on February 12, 2001.Although management of the parties
believe that their expectations reflected in the forward looking statements are
reasonable based on information currently available to them, they cannot assure
you that the expectations will prove to have been correct. Accordingly, you
should not place undue reliance on these forward-looking statements. In any
event, these statements speak only as of the date of this release. Except to the
extent required by law, the parties undertake no obligation to revise or update
any of them to reflect events or circumstances after the date of this release,
or to reflect new information or the occurrence of unanticipated events.
CONTACTS GENESYS CONFERENCING:
Pierre SCHWICH Marine POUVREAU Florence CATEL
Executive Vice President,
Audit, Financial Planning
and Investor Relations Financial Communication Corporate Press Relations
Tel: +33 4 99 13 27 55 Tel: + 33 4 99 13 25 17 Tel: + 33 4 99 13 27 49
pierre.schwich@genesys.com marine.pouvreau@genesys.com florence.catel@genesys.com
Genesys Conferencing's ordinary shares are listed on the Euronext Paris Stock
Exchange and its ADSs are listed on the Nasdaq National Stock Market
Euronext: 3955 - Nasdaq: GNSY - Reuters: GNSY LP - Bloomberg: GENE LP
www.genesys.com
Financial tables follow. . .
Genesys Conferencing
Unaudited Pro Forma Statements of Operations (French GAAP)
(in thousands of euros)
---------------------------- ----------------------------
Three months ended Nine months ended
September 30, September 30,
2000 2001 2000 2001
---------------------------- ----------------------------
Revenues Euro 45 426 Euro 50 892 Euro 130 748 Euro 157 376
Gross profit 24 551 28 517 70 487 89 123
Research and development expense 1 199 923 3 313 5 584
Selling, general and administrative expenses 24 766 27 121 60 520 85 390
EBIT (1) Euro (1 259) Euro (200) Euro 7 500 Euro 2 701
========================== ===========================
EBITDA (2) Euro 3 206 Euro 5 572 Euro 18 214 Euro 14 595
========================== ===========================
(1) Represents EBIT before the amortization of goodwill, other intangibles and
acquisition and financing costs. Also, excludes Vialog opening balance sheet
adjustments : Euro 0.2 million for the quarter ended September 30, 2000; Euro
0.8 million for the nine months ended September 30, 2000 and Euro 3.2 million
for the nine months ended September 30, 2001. Additionally, excludes non
recurring (income) expenses of Euro (0.7 million) for the quarter ended
September 30, 2001; and Euro 1.4 million for the nine months ended September
30, 2001. Includes Euro 1.2 million of cost incurred to implement the cost
savings plan in Q3 2001 and for the nine months ended September 30, 2001.
(2) EBITDA excludes (i) Vialog opening balance sheet adjustments : Euro 0.2
million for the quarter ended September 30, 2000; Euro 0.8 million for the nine
months ended September 30, 2000 and Euro 3.2 million for the nine months ended
September 30, 2001; and (ii) non recurring (income) expenses : Euro (0.7
million) for the quarter ended September 30, 2001; and Euro 1.4 million for the
nine months ended September 30, 2001. Amount includes Euro 1.2 million of costs
incurred to implement cost savings plan for Q3 2001 and for the nine months
ended September 30, 2001.
GENESYS Conferencing
Consolidated Statements of Operations (French GAAP)
(in thousands of euros, except share data)
Twelve Months Ended Three Months Ended Nine Months Ended
December 31, September 30, September 30,
------------ -------------------------- --------------------------
2000 2000 2001 2000 2001
------------ -------------------------- --------------------------
Revenue
Services Euro 89,336 Euro 22,171 Euro 50,622 Euro 63,477 Euro 122,966
Products and others 3,083 777 272 1,226 1,516
------------ ------------ ------------ ------------ -------------
92,419 22,948 50,894 64,703 124,482
Cost of revenue
Services 38,173 9,766 22,121 27,629 51,857
Products 2,548 644 256 1,074 1,093
------------ ------------ ------------ ------------ -------------
40,721 10,410 22,376 28,703 52,951
------------ ------------ ------------ ------------ -------------
Gross profit 51,698 12,538 28,519 36,000 71,532
Operating expenses (1)
Research and development 2,613 592 923 1,726 4,946
Selling and marketing 17,867 3,658 12,787 11,304 31,832
General and administrative 28,218 8,961 19,321 20,679 45,330
------------ ------------ ------------ ------------ -------------
48,698 13,211 33,032 33,709 82,108
------------ ------------ ------------ ------------ -------------
Operating income (loss) 3,000 (673) (4,513) 2,291 (10,576)
Financial expenses, net (2) 3,027 (342) (2,982) (1,586) (3,914)
Equity in loss of affiliated (75) (4) (11) (72) (52)
company
Income tax expense (3) (6,146) (331) (1,072) (4,294) (6,926)
Amortization of goodwill (5,483) (1,496) (3,634) (3,419) (9,180)
------------ ------------ ------------ ------------ -------------
Net loss Euro (5,677) Euro (2,846) Euro (12,212) Euro (7,080) Euro (30,647)
============ ============ ============ ============ =============
Basic and diluted net loss
per share Euro (0.72) Euro (0.33) Euro (0.88) Euro (0.93) Euro (2.53)
============ ============ ============ ============ =============
Number of shares used in computing
basic and diluted net loss
per share 7,831,257 8,523,155 13,902,757 7,637,194 12,095,064
See accompanying notes to consolidated financial statements
GENESYS Conferencing
Notes to Consolidated Financial Statements of Operations (French GAAP)
(in thousands of euros)
Twelve months ended Three months ended Nine months ended
December 31, September 30, September 30,
------------------- ----------------------- -----------------------
2000 2000 2001 2000 2001
------------------- ----------------------- -----------------------
(1) Detail of General and Administrative expenses
General and Administrative Euro 28,218 Euro 8,961 Euro 19,321 Euro 20,679 Euro 45,330
Amortization of allocated intangibles (Vialog, Astound, (425) (70) (4,507) (141) (8,473)
C&W)
Amortization of acquisition and deferred financing costs (888) (300) (487) (722) (1,259)
Non recurring charges (income) 17 11 673 (50) (201)
------------ ----------- ----------- ----------- ------------
Operating General and Administrative expenses Euro 26,922 Euro 8,602 Euro 15,000 Euro 19,766 Euro 35,397
============ =========== =========== =========== ============
OPERATING INCOME AND EBITDA
Operating income (loss) Euro 3,000 Euro (673) Euro (4,513) Euro 2,291 Euro (10,576)
Amortization of intangibles & acquis. & financing costs (1,313) (370) (4,994) (863) (9,732)
Costs to implement savings plan (1,200) (1,200)
Non recurring (charges) income 17 11 673 (50) (201)
------------ ----------- ----------- ----------- ------------
Operating income (loss) restated from the above Euro 4,296 Euro (314) Euro 1,008 Euro 3,104 Euro 557
items ------------ ----------- ----------- ----------- ------------
Operating depreciation and provision 8,305 1,893 5,764 5,494 12,612
------------ ----------- ----------- ----------- ------------
EBITDA Euro 12,601 Euro 1,579 Euro 6,772 Euro 8,598 Euro 13,169
============ =========== =========== =========== ============
(2) Detail of financial expenses, net
Interest and other financial income Euro 3,719 Euro 389 Euro 73 Euro 1,136 Euro 989
Foreign exchange gains 5,609 23 521 92 2,804
------------ ----------- ----------- ----------- ------------
Total financial income 9,328 412 594 1,229 3,792
Interest and other financial charges 3,522 702 2,622 2,649 5,933
Foreign exchage losses 2,779 52 954 166 1,773
------------ ----------- ----------- ----------- ------------
Total financial charges 6,301 754 3,576 2,815 7,706
Financial expense, net Euro 3,027 Euro (342) Euro (2,982) Euro (1,586) Euro (3,914)
============ =========== =========== =========== ============
(3) Detail of tax
Deferred tax Euro (3,026) Euro (59) Euro (39) Euro (3,127) Euro (29)
Tax on acquisition costs (1,174) 0 (229) 0 (4,708)
Income tax (1,946) (272) (804) (1,168) (2,189)
------------ ----------- ----------- ----------- ------------
Total tax charges Euro (6,146) Euro (331) Euro (1,072) Euro (4,294) Euro (6,926)
------------ ----------- ----------- ----------- ------------
GENESYS Conferencing
Consolidated Balance Sheets (French GAAP)
(in thousands of euros)
December 31, 2000 September 30, 2001
-------------------- --------------------
ASSETS
Goodwill and intangible assets Euro 104,450 Euro 304,344
Tangible assets 19,006 39,156
Financial assets 6,061 1,692
------------- -------------
Total fixed assets 129,518 345,192
Receivables 23,037 49,817
Other assets 6,179 13,293
Cash and cash equivalent 49,868 6,235
------------- -------------
Total current assets 79,084 69,344
------------- -------------
Total assets Euro 208,602 Euro 414,536
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' equity Euro 131,323 Euro 205,879
Provision for liabilities and charges 190 964
Convertible bonds 11,043 7,812
Long-term debt 33,096 134,064
Short-term debt and overdrafts 9,401 10,592
Accounts payable 13,626 33,843
Other liabilities 9,923 21,382
------------- -------------
Total liabilities and shareholders' equity Euro 208,602 Euro 414,536
============= =============
GENESYS Conferencing
Reconciliation French / U.S. GAAP
(in thousands euros)
-------------------------- --------------------------
Three months ended Nine months ended
September 30 September 30
2000 2001 2000 2001
-------------------------- --------------------------
Net income (loss) as reported in the French GAAP consolidated
statement of income Euro (2 846) Euro (12 212) Euro (7 080) Euro (30 647)
Adjustments to conform to U.S. GAAP
Currency translation adjustment (475) (13) (329) 56
Amortization of goodwill and other intangibles (UK, GCI, Vialog, Astound) (34) (1 541) (370) (3 073)
Gross value goodwill UK 4 4 11 11
Deferred compensation (stock options - Vialog + Astound) - (783) - (84)
Debt issuance costs 621 (42) (31) (35)
Deferred taxes (138) - 2 710 245
Accruals 30 - (126) -
Others (1) (22) - (5)
Net loss as reported in the U.S. GAAP consolidated
statement of income Euro (2 839) Euro (14 609) Euro (5 215) Euro (33 532)
========================= =========================
Net impact of U.S. GAAP adjustments for net loss Euro 7 Euro (2 397) Euro 1 865 Euro (2 885)
------------------------- -------------------------
-------------------------------
As of
December 31, September 30
2000 2001
-------------------------------
Shareholders' equity as reported in the French GAAP
consolidated balance sheet Euro 131 323 Euro 205 879
Adjustments to conform to U.S. GAAP :
Loss on currency term purchase (USD and GBP) (1 248) -
Amortization of goodwill and other intangibles (UK, GCI, Vialog, Astound) (901) (3 953)
Gross value goodwill UK (242) (231)
Deferred compensation (stock options - Vialog + Astound) - 10 261
Debt issuance costs (137) (172)
Deferred taxes (518) (290)
Treasury shares (149) (420)
Others (15) 1
Shareholders' equity as reported in the U.S. GAAP
consolidated balance sheet Euro 128 113 Euro 211 075
================================
Net impact of U.S. GAAP adjustments for shareholders' equity Euro (3 210) Euro 5 196
================================
Genesys Conferencing Logo
FOR IMMEDIATE RELEASE
WEDNESDAY, NOVEMBER 14, 2001
ERRATUM
GENESYS CONFERENCING 2001 THIRD-QUARTER RESULTS
Montpellier, France--November 14, 2001--Genesys Conferencing (Euronext: 3955)
(Nasdaq: GNSY) informs you that footnote (2) below the financial table
"Unaudited pro forma statements of operations (French GAAP)", on page 5 of the
press release "Genesys Conferencing reports record third-quarter results" dated
November 14, 2001, should read "includes" instead of "excludes". The full note
should therefore read:
(2) EBITDA includes (i) Vialog opening balance sheet adjustments : Euro 0.2
million for the quarter ended September 30, 2000; Euro 0.8 million for the nine
months ended September 30, 2000 and Euro 3.2 million for the nine months ended
September 30, 2001; and (ii) non recurring (income) expenses : Euro (0.7
million) for the quarter ended September 30, 2001; and Euro 1.4 million for the
nine months ended September 30, 2001. Amount includes Euro 1.2 million of costs
incurred to implement cost savings plan for Q3 2001 and for the nine months
ended September 30, 2001.
CONTACTS Genesys CONFERENCING:
Pierre SCHWICH Marine POUVREAU Florence CATEL
Executive Vice President,
Audit, Financial Planning
and Investor Relations Financial Communication Corporate Press Relations
Tel: +33 4 99 13 27 55 Tel: + 33 4 99 13 25 17 Tel: + 33 4 99 13 27 49
pierre.schwich@genesys.com marine.pouvreau@genesys.com florence.catel@genesys.com
-30-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: November 14, 2001
GENESYS SA
By: /s/ Marie Capela Laborde
------------------------------------
Name: Marie Capela Laborde
Title: Executive Vice President,
General Counsel & Secretary