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 March 2002
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
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(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
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_______________.
[GENESYS LOGO -- OMITTED]
FOR IMMEDIATE RELEASE
WEDNESDAY, MARCH 6, 2002
Genesys Conferencing Reports Financial Results For The Fourth Quarter
And Fiscal Year Ended December 31, 2001
-Gross Margins Reach All-Time Highs-
-EBITDA Results At High-end of Pre-announced Range-
MONTPELLIER, France, March 6, 2002 - Genesys Conferencing (Euronext: 3955)
(Nasdaq: GNSY), the world's leading conferencing specialist, today reported
revenue and earnings for the fourth quarter and fiscal year ended December 31,
2001.
Highlights for the fourth quarter relative to the prior period results included:
o Total call volumes reached 237 million minutes, up 35%
o Automated services volumes increased 108%, representing 59% of volume
o Total revenue rose 6.7% to (euro)54.5 ($48.0) million
o EBITDA excluding non-recurring charges increased 70.3% to (euro)9.2
(US$8.1) million
Highlights for fiscal 2001 compared to fiscal 2000 were as follows:
o Total call volumes reached 868 million minutes, up 41.7%
o Automated services volumes increased 158%, representing 51% of volume
o Total revenue rose 16.6% to (euro)212 (US$186.8) million
o EBITDA excluding non-recurring charges increased 13.7% to (euro)28.7
(US$25.3) million
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 by Genesys on March 28, 2001 as if these
acquisitions were completed on January 1, 2000.
Automated Services Drives Record Performance In the Fourth Quarter
Total call volumes were 237 million minutes for the fourth quarter, up 35% from
the prior year period and almost 10% sequentially. Automated services call
volumes were up 108% from the fourth quarter of 2000 and increased 23%
sequentially. Automated services represented approximately 41% of revenue and
59% of call volumes in the fourth quarter compared to 25% of revenue and 39% of
call volumes in the prior year period.
Revenues increased 6.7% to (euro)54.5 (US$48.0) million for the fourth quarter
of 2001, from (euro)51.0 (US$45.0) million in the fourth quarter of 2000.
Revenue growth illustrated the continuing shift to automated services, which
carry higher margins but generate lower per-minute revenues.
Increased call volumes, the continued shift toward automated services and
improved cost controls led to significant margin expansion, before non-recurring
charges, in the fourth quarter. Gross margin rose 400 basis points from the same
period last year, to 57.4% compared to 53.4%.
Earnings before interest, taxes, depreciation and amortization (EBITDA), before
non-recurring charges, increased to (euro)9.2 (US$8.1) million, or 16.8% of
revenue, in the fourth quarter, an increase of 70.3%, compared to (euro)5.4
(US$4.7) million, or 10.5% of revenue, in the prior year period. The 2001 fourth
quarter excludes (euro)1.1 million (US$ 1 million) in costs associated with
employee-related separations. EBITDA results for the fourth quarter ended
December 31, 2001 caps the second consecutive quarter of EBITDA improvement
since the completion of the Vialog and Astound acquisitions.
As previously reported, the Company evaluated the carrying value of its
long-lived assets, consisting primarily of goodwill. For the fourth quarter of
2001, a reduction of (euro)51.9 (US$45.7) million in the carrying value of
goodwill and other long-lived assets was recorded as a result of this
assessment.
Record Year for 2001
Total call volumes were 868 million minutes for 2001, up 41.7% from the prior
year. Automated services call volumes were up 158% from the prior year.
Automated services represented approximately 35% of revenue and 51% of call
volumes in 2001 compared to 20% of revenue and 28% of call volumes in the prior
year.
For the year, revenues increased 16.6% to (euro)212.0 million (US$186.8) from
(euro)181.8 million (US$160.2) in 2000. EBITDA, before non-recurring charges,
increased to (euro)28.7 (US$25.3) million, or 13.5% of revenue, in 2001, an
increase of 13.7%, compared to (euro)25.2 (US$22.2) million, or 13.9% of
revenue, in the prior year.
Francois Legros, Chairman and Chief Executive Officer stated, "We believe the
significant improvement in fourth quarter margins reflects our progress in more
efficiently managing the business since the Astound and Vialog acquisitions
closed. We expect the additional cost savings initiatives announced earlier this
year combined with the continued favorable shift to higher margin automated
services revenue to further contribute to margin improvements in 2002."
Genesys Meeting Center/Genesys Event and Managed Services
"We are very pleased with the early success of Genesys Meeting Center (GenMC),
our web conferencing platform, and our ongoing strategy of launching innovative
conferencing services. In just three months, GenMC has become the fastest
growing web conferencing service in the world, based on the number of seats
sold. This validates our strategy of offering a complete integration of audio,
web and video conferencing into a single service and interface for our
customers" Legros stated. Genesys is now preparing to deploy new Event and
Managed Services Technology (GEMS), a similar feature-rich integration of audio,
web and video, intended to transform the Investor-relations and Event
Conferencing business into true multimedia experiences. "GEMS represents a key
step in the full integration of all conferencing technologies in our
call-centers and will enable Genesys to enhance the value of web-presentations
and video over IP, thereby maximizing our revenue per conference with minimal
incremental costs. Ultimately, these high margin services will drive revenue and
solidify our position as a leader in the conferencing market," Legros added.
Robust Outlook for 2002
"The plan that Genesys management put in place is paying off in expanded
margins, increased profitability and margins now growing faster than the rate of
revenue," Legros stated. "We believe the business environment is going to remain
favorable for the conferencing and collaboration industry in 2002. With uniquely
positioned services, a commitment to drive automated services and a strong focus
on controlling SG&A costs, we are well positioned to further improve margins."
The Company reiterated previously announced guidance for the fiscal year ending
December 31, 2002:
- Revenue is projected between(euro)230million and(euro)250million
- EBITDA, excluding the non-recurring call center charge, is projected
to grow between 27% and 33% on a proforma basis, compared to 2001.
- --------------------------------------------------------------------------------
On Monday, March 4 Genesys was informed that a group of shareholders led by John
Hassett filed a Schedule 13D with the US Securities and Exchange Commission,
indicating that the group has acquired 5.9% of the outstanding shares of
Genesys, and suggesting that an unidentified party might be considering an
acquisition of the company.
Genesys is concerned by the statements in the Schedule 13D and by the
impressions that they appear to have created. Genesys believes it is important
to clarify the situation to ensure that no misleading impressions are allowed to
continue. In particular:
o Genesys is not seeking acquisition proposals, and does not anticipate doing
so.
o Mr. Hassett and his group are acting exclusively on their own initiative,
and not on behalf of Genesys. The group has not been given any
authorization to negotiate or discuss any transaction on behalf of Genesys.
o Genesys has not received any offer for an acquisition transaction, whether
at 30 euros per share or at any other price, nor has Genesys received any
indication from a potential acquiror that any transaction is being studied.
o Genesys intends to request that the COB initiate an investigation
relating to recent fluctuations in Genesys' share price and take action in
case of violation of any French laws or regulations.
- --------------------------------------------------------------------------------
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 - news).
---- ----
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.
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
At Genesys Conferencing
Michael E. Savage
Executice Vice President Chief Financial Officer
Direct Line: +33 4 99 13 27 34
mike.savage@genesys.com
Marine Pouvreau
Direct Line: + 33 4 99 13 25 17
marine.pouvreau@genesys.com
- ---------------------------
GENESYS Conferencing
Unaudited Proforma Statements of Operations (French GAAP)
(in thousands of euros)
------------------ ------------------
Three months ended Year ended
December 31 December 31
2000 2001 2000 2001
---- ---- ---- ----
Revenues euro 51 030 euro 54 469 euro 181 778 euro 212 005
Cost of revenue 23 773 23 226 84 068 91 532
----------- ----------- ------------ ------------
Gross profit 27 257 31 243 97 710 120 473
Research and development
expense euro 1 722 1 887 4 966 5 916
Selling, general and
administrative expenses(1) 25 455 27 522 85 980 114 293
----------- ----------- ----------- ------------
EBIT(1) euro 80 euro 1 834 euro 6 764 euro 264
=========== =========== =========== ============
EBITDA euro 5 379 euro 8 089 euro 23 409 euro 23 439
=========== =========== =========== ============
(1) Amounts exclude the amortization of goodwill, other intangibles and
acquistion and financing costs. Amounts include (i) Vialog opening balance
sheet adjustments: euro 0.2 million for the quarter ended December 31,
2000; euro 1.0 million for the year ended December 31, 2000 and euro 3.2
million for the year ended December 31, 2001; and (ii) other non recurring
items euro 0.1 million of the quarter ended December 31, 2000; euro 1.1
million for the quarter ended December 31, 2001; euro 1.8 million for the
year ended December 31, 2000 and euro 3.7 million for the year ended
December 31, 2001.
GENESYS Conferencing
Consolidated Balance Sheets (French GAAP)
(in thousands of euros, except share data)
December 31, 2000 December 31, 2001
----------------- -----------------
ASSETS
Goodwill and intangible assets euro 104 450 euro 248 697
Tangible assets 19 007 38 257
Financial assets 6 061 2 227
----------------- -----------------
Total fixed assets 129 518 289 181
Receivables 23 037 48 989
Other assets 6 179 23 623
Cash and cash equivalent 49 868 18 613
----------------- -----------------
Total current assets 79 084 91 225
Total assets euro 208 602 euro 380 406
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' equity euro 131 323 euro 167 947
Provision for liabilities
and charges 190 1 582
Convertible bonds 11 043 7 812
Long term debt 33 096 134 442
Short term debt and
overdrafts 9 401 9 604
Payables 13 626 35 980
Other Liabilities 9 923 23 039
----------------- -----------------
Total liabilities and
shareholders' equity euro 208 602 euro 380 406
================= =================
GENESYS Conferencing
Consolidated Statements of Operations (French GAAP)
(in thousands of euros, except share data)
Three Months Ended Twelve Months Ended
December 31, December 31,
----------------------- ------------------------
2000 2001 2000 2001
---- ---- ---- ----
Revenue
Services euro 25 859 euro 54 154 euro 89 336 euro 177 120
Products and others 1 857 315 3 083 1 831
------------------ ------------------ ------------------ ------------------
27 716 54 469 92 419 178 951
Cost of revenue
Services 10 544 22 917 38 173 74 774
Products 1 474 309 2 548 1 402
------------------ ------------------ ------------------ ------------------
12 018 23 226 40 721 76 176
------------------ ------------------ ------------------ ------------------
Gross profit 15 698 31 243 51 698 102 775
Operating expenses (1)
Research and development 887 1 887 2 613 5 366
Selling and marketing 6 563 10 887 17 867 42 718
General and administrative 7 539 30 851 28 218 77 649
------------------ ------------------ ------------------ ------------------
14 989 43 625 48 698 125 733
Operating income (loss) ------------------ ------------------ ------------------ ------------------
709 (12 382) 3 000 (22 958)
Financial income (expense), net (2) 4 613 (3 345) 3 027 (7 259)
Equity in loss of affiliated company (3) (3) (75) (55)
Income tax expense (3) (1 852) (1 630) (6 146) (8 556)
Amortization of goodwill (2 064) (46 256) (5 483) (55 435)
------------------ ------------------ ------------------ ------------------
Net income (loss) euro 1 403 euro (63 617) euro (5 677) euro (94 263)
================== ================== ================== ==================
Basic and diluted net loss per share euro 0.15 euro (4.21) euro (0.72) euro (7.32)
================== ================== ================== ==================
Number of shares used in computing
basic and diluted net loss per share 9 200 251 15 116 316 7 831 257 12 878 594
See accompanying notes to consolidated financial statements
Genesys Conferencing
Notes to Consolidated Financial Statements of Operations (French GAAP)
(in thousands of euros, except share data)
Three Months Ended Twelve Months Ended
December 31, December 31,
--------------------- ------------------------
2000 2001 2000 2001
---- ---- ---- ----
(1) Detail of General and Administrative
expenses
General and Administrative euro 7 539 euro 30 851 euro 28 218 euro 77 649
Amortization of allocated intangibles (284) (13 829) (425) (22 303)
(Vialog, Astound, C&W)
Amortization of acquisition and deferred
financing costs (166) (386) (888) (1 646)
Non recurrent (charges) income (67) 59 (17) 259
---------------------------------------------------------------
Operating General and Administrative expenses euro 7 022 euro 16 695 euro 26 888 euro 53 959
============ ================ ================= ==============
OPERATING INCOME AND EBITDA
Operating income (loss) euro 709 euro (12 382) euro 3 000 euro (22 958)
Amortization of intangibles and acquis. & 450 14 215 1 333 23 949
financing costs
Non recurrent (charges) income (67) 59 (17) 259
---------------------------------------------------------------
Operating income (loss) restated for the
above items euro 1 092 euro 1 892 euro 4 296 euro 1 250
---------------------------------------------------------------
Operating depreciation and provision 2 911 6 196 8 305 18 808
------------ ---------------- ----------------- ---------------
EBITDA euro 4 003 euro 8 088 euro 12 601 euro 20 058
============ ================ ================= ==============
(2) Detail of financial expenses, net
Interest and other financial income euro 2 583 euro 94 euro 3 719 euro 1 083
Foreign exchange gains (losses) 5 517 852 5 609 3 656
------------ ---------------- ----------------- ---------------
Total financial income 8 100 946 9 328 4 739
------------ ---------------- ----------------- ---------------
Interest and other financial charges 873 2 882 3 522 8 815
Foreign exchange losses 2 613 1 410 2 779 3 183
------------ ---------------- ----------------- ---------------
Total financial charges 3 486 4 292 6 301 11 998
------------ ---------------- ----------------- ---------------
Financial income (expense), net euro 4 614 euro (3 346) euro 3 027 euro (7 259)
============ ================ ================= ==============
(3) DETAIL of TAX
Deferred tax euro 101 euro (185) euro (3 026) euro (214)
Tax on acquisition costs (1 174) (88) (1 174) (4 796)
Income tax (779) (1 357) (1 946) (3 546)
------------ ---------------- ----------------- ---------------
Total tax charges euro(1 852) euro (1 630) euro (6 146) euro (8 556)
============ ================ ================= ==============
GENESYS CONFERENCING
Reconciliation French/U.S. GAAP
(in thousands of euros)
--------------------- -----------------------
Three months ended Year ended
December 31, December 31,
2000 2001 2000 2001
--------------------- -----------------------
Net income (loss) as reported in the French
GAAP consolidated statements of operations euro 1,403 euro (63,616) euro (5,677) euro (94,263)
Adjustments to conform to U.S. GAAP
Currency translation adjustment 1,762) 991 (2,091) 1,047
Amortization of goodwill and other (122) (1,221) (481) (4,283)
intangibles
Impairment of goodwill and other intangibles - (9,386) - (9,386)
Deferred compensation for stock options - (96) - (214)
Debt issuance costs (10) 387 (41) 352
Deferred and income taxes (26) 4,886 2,684 5,131
Accruals (240) - (366) -
Treasury shares - 152 - 152
Other income/(expenses), net - - - (5)
Net loss as reported in the U.S. GAAP
consolidated statements of operations euro (757) euro (67,903) euro (5,972) euro (101,469)
========================= ===========================
- - - -
Net impact of U.S. GAAP adjustments for net loss euro (2,160)euro (4,287) euro (295) euro (7,206)
========================= ===========================
------------------------------------
Year ended
December 31,
2000 2001
------------------------------------
Shareholders' equity as reported in the French euro 131,323 euro 167,947
GAAP consolidated balance sheets
Adjustments to conform to U.S. GAAP:
Currency translation adjustment (1,248) -
Amortization of goodwill and other (1,142) (5,406)
intangibles
Impairment of goodwill and other intangibles - (9,386)
Deferred compensation for stock options - 4,315
Fair value of long term debt - (2,249)
Debt issuance costs (137) 215
Deferred taxes (518) 4,613
Treasury shares (149) (106)
Others (16) (17)
Shareholders' equity as reported in the U.S.
GAAP consolidated balance sheets euro 128,113 euro 159,926
====================================
Net impact of U.S. GAAP adjustments for
shareholders' equity euro (3,210) euro (8,021)
====================================
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: March 6, 2002
GENESYS SA
By: /s/ Pierre Schwich
-----------------------------------------------
Name: Pierre Schwich
Title: Executive Vice President, Audit,
Financial Planning and Investor Relations