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 May 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
--- ---
(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
May 14, 2002
Genesys Conferencing Reports Record First Quarter Results
-High margin automated services reach 65% of call volumes-
-EBITDA margin reaches 15.4% for Q1-
-Genesys reiterates comfort with 2002 guidance-
MONTPELLIER, France, May 14, 2002 - Genesys Conferencing (Euronext: 3955)
(Nasdaq: GNSY), the world's leading conferencing specialist, today reported
results for the first quarter ended March 31, 2002.
Highlights for the first quarter relative to the prior period results included:
o Total call volumes reached 266 million minutes, up 25% (up 38%
excluding British Telecom)
o Automated services volumes increased 82%, representing 65% of volume
o Genesys Meeting Center reaches 80,000 seats
o Call center consolidation on plan
The results, reported under French Generally Accepted Accounting Principles
(GAAP), reflect the combined performance of Genesys Conferencing, Vialog
Corporation, which was acquired by Genesys on April 25, 2001, and Astound
Incorporated, which was acquired by Genesys on March 27, 2001, as if these
acquisitions were completed on January 1, 2001.
Automated Services Lead Performance In the First Quarter
Total call volumes were 266 million minutes for the first quarter, up 25% from
the prior year period. Excluding British Telecom, Vialog's largest former
customer and a Genesys competitor, total call volumes were up 38% from the prior
year period. Automated services call volumes were up 82% from the first quarter
of 2001. Automated services represented approximately 47% of revenue and 65% of
call volumes in the first quarter compared to 41% of revenue and 59% of call
volumes in the fourth quarter of 2001.
Revenues increased 5.4% to (euro)55.5 (US$48.4) million for the first quarter of
2002, from (euro)52.6 (US$45.9) million in the first quarter of 2001. Revenue
growth reflects 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 a gross margin expansion of 110 basis points from
the same period last year, to 57.8% compared to 56.7%. Gross margin for our
automated services continues to be above 70%, with overall average price being
down 8.5% in the first quarter compared to the prior year period, primarily as a
result of the larger contracts won by Genesys.
Earnings before interest, taxes, depreciation and amortization (EBITDA), before
non-recurring charges, increased to (euro)8.6 (US$7.5) million, or 15.4% of
revenue, in the first quarter, compared to (euro)8.0 (US$7.0) million, or 15.2%
of revenue, in the prior year period. The 2002 first quarter excludes (euro)1.0
(US$0.8) million in costs associated with employee separations. The Company
recorded a first quarter 2002 pretax restructuring charge of (euro)3.7 million
under U.S. GAAP related to its North America call center consolidation. Under
French GAAP, such restructuring costs were recorded as a goodwill adjustment.
Michael E. Savage, Executive Vice President and Chief Financial Officer, stated,
"Our call center consolidation is on track and will further reduce costs and
improve operating efficiency in the second half of the year. The rapid growth in
automated audio services drove a healthy gross margin of 57.8% but slowed our
revenue growth due to lower prices associated with these services." Savage
added, "The EBITDA performance in the first quarter, combined with the
continuing shift to automated services and the expected benefits of the call
center consolidation, reinforces our confidence in achieving our 2002 guidance."
Genesys Meeting Center achieved several key milestones since the beginning of
the year, including reaching 80,000 seats sold as well as key large account
awards such as RR Donnelley. Francois Legros, Chairman and Chief Executive
Officer stated, "Genesys Meeting Center, our fully integrated audio and web
conferencing platform, continues to drive our innovative conferencing expansion
efforts." Since its introduction, Genesys Meeting Center has become the fastest
growing web conferencing service in the world, based on the number of seats
sold. Legros continued, "We continue to see numerous opportunities to deploy
Genesys Meeting Center for large, enterprise wide applications. The tremendous
success Genesys Meeting Center is having in the marketplace validates our
strategy of integrating audio, web and video conferencing into a single service
for our customers." Genesys' multipoint reservationless video over IP service
will be integrated in the Genesys Meeting Center in June 2002.
Legros concluded, "We believe our ongoing strategy of launching innovative
conferencing services, reducing our cost structure and driving growth from our
higher margin automated services positions Genesys for continued profit
improvement and improved shareholder value."
First-Quarter Conference Call and Webcast
The Company will hold a conference call today at 5:30 p.m. Central European Time
(GMT+1) or 11:30 a.m. Eastern Standard Time. Chairman and Chief Executive
Officer Francois Legros and Executive Vice President, Chief Financial Officer
Michael E. Savage will host the call.
The conference call will be webcast live. The call may be accessed at
www.genesys.com.
On 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
GENESYS CONFERENCING
Unaudited Proforma Statements of Operations (French GAAP)
(in thousands of euros)
------------------------
Three months ended
March 31,
2001 2002
-------- --------
Revenues Euro 52,621 Euro 55,452
Cost of revenue 22,770 23,419
----------- -----------
Gross profit 29,851 32,033
Research and development expenses 1,243 1,260
Selling, general and administrative expenses(1) 25,215 28,659
Amortization of identifiable intangibles and
acquisition and financing costs 3,783 4,082
----------- -----------
EBIT(1) Euro (390) Euro (1,968)
=========== ===========
EBITDA (1) Euro 8,007 Euro 7,589
=========== ===========
(1) The three months ended March 31, 2002 amounts include Euro 1.0 million in
cost associated with employee separations.
GENESYS CONFERENCING
CONSOLIDATED BALANCE SHEETS (French GAAP)
(in thousands, except share data)
December 31, March 31,
2001 2002
----------- -----------
(Unaudited)
ASSETS
Goodwill euro 140,061 euro 146,617
Intangible fixed assets 108,636 104,242
Tangible fixed assets 38,256 36,136
Financial assets 2,100 2,080
Investment in affiliated company 127 115
------------ ------------
Total fixed assets 289,180 289,190
Cash and cash equivalents 18,613 15,527
Accounts receivable, less
allowances of euro 3 201
at December 31, 2001 and
euro 2 759 at March 31, 2002 48,989 49,941
Inventory 145 143
Deferred tax assets 236 270
Deferred charges 12,727 11,472
Other current assets 10,516 9,665
------------ ------------
Total current assets 91,226 87,018
------------ ------------
Total assets euro 380,406 euro 376,208
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' Equity
Ordinary shares euro
5.00 nominal value; 15,271,064
and 15,278,162 issued at
December 31, 2001 and March 31, 2002,
respectively euro 78,530 euro 78,566
Additional paid-in-capital 188,105 140,833
Net loss carried forward (9,216) (55,910)
Net loss of the year (94,263) (8,045)
Accumulated other comprehensive
income 4,791 4,300
------------ ------------
Total shareholders' equity 167,947 159,744
Provision for liabilities
and charges 1,582 9,768
Long-term debt
Long-term portion of long-term debt 142,083 144,193
Long-term portion
of capitalized lease obligations 171 143
------------ ------------
Total long-term debt 142,254 144,336
Current liabilities
Bank overdrafts 996 1,474
Accounts payable 35,981 27,156
Deferred compensation and tax payable 17,420 16,468
Current portion of long-term debt 8,342 9,388
Current portion of capitalized
lease obligations 266 213
Deferred revenue 4,198 3,412
Other current liabilities 1,420 4,249
------------ ------------
Total current liabilities 68,623 62,360
------------ ------------
Total liabilities and
shareholders' equity euro 380,406 euro 376,208
============ ============
GENESYS CONFERENCING
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATION (French GAAP)
(in thousands, except share data)
Three months ended March 31,
2001 2002
-------- --------
Revenue
Services euro 26,166 euro 54,940
Products 604 512
----------- -----------
26,770 55,452
Cost of revenue
Services 10,603 22,934
Products 483 485
----------- -----------
11,086 23,419
----------- -----------
Gross profit 15,684 32,033
Operating expenses
Research and development 695 1,260
Selling and marketing 5,645 13,508
General and administrative 9,462 19,233
----------- -----------
Total operating expenses 15,802 34,001
----------- -----------
Operating loss (118) (1,968)
Financial expenses, net (647) (2,475)
Equity in loss of affiliated company - (8)
Income tax expense (875) (854)
Amortization of goodwill (1,907) (2,740)
----------- -----------
Net loss euro (3,547) euro (8,045)
=========== ===========
Basic and diluted nes loss per share euro (0.38) euro (0.53)
=========== ===========
Number of shares used in computing
basic and diluted net loss per share 9,418,996 15,277,689
See accompanying notes to consolidated Statements of Operations
GENESYS CONFERENCING
NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS (French GAAP)
(in thousands of Euros, expect share data)
Three months ended March 31,
-----------------------------
Appendix 1 2001 2002
-----------------------------
Detail of General and Administrative expenses
General and Administrative euro 9,462 euro 19,233
Amortization of allocated intangibles 146 3,647
Amortization of acquisition and deferred
financing costs 220 435
Non recurrent charges (income) 30 (2)
-----------------------------
Operating General and Administrative expenses euro 9,066 euro 15,153
restated from the above consolidation entries =============================
& exceptional items
OPERATING INCOME AND EBITDA
Operating income (loss) euro (118) euro (1,968)
Amortization of intangibles & acquis. &
financing costs 366 4,082
Non recurrent charges (income) 30 (2)
-----------------------------
Operating income (loss) restated for the
above items 278 2,112
-----------------------------
Operating depreciation and provision 2,536 5,477
-----------------------------
EBITDA euro 2,814 euro 7,589
-----------------------------
Appendix 2
Detail of financial expenses Three months ended March 31
-----------------------------
2001 2002
-----------------------------
Interest and other financial income euro 741 euro 237
Foreign exchange gains 824 163
-----------------------------
Total financial income 1,565 400
Interest and other financial charges 948 2,868
Foreign exchange losses 1,264 7
-----------------------------
Total financial expense 2,212 2,875
-----------------------------
Financial expense, net euro (647) euro (2,475)
=============================
Three months ended March 31
-----------------------------
2001 2002
Appendix 3 -----------------------------
Detail of tax
Deferred tax euro (7) euro 2
Tax on acquisition costs (327) -
Income tax (541) (856)
-----------------------------
Total tax charges euro (875) euro (854)
-----------------------------
GENESYS CONFERENCING
Unaudited Proforma Statements of Operations (U.S. GAAP)
(in thousands of Euros)
------------------------
Three months ended
March 31,
2001 2002
-------- --------
Revenues euro 52,621 euro 55,452
Cost of revenue 22,770 23,419
----------- -----------
Gross profit 29,851 32,033
Research and development expenses 1,243 1,260
Selling, general and administrative expenses(1) 25,288 28,718
Non-recurring charge - 3,671
Amortization of goodwill and other intangibles 10,009 3,649
----------- -----------
EBIT (1) euro (6,689) euro (5,265)
=========== ===========
EBITDA before non-recurring charge (1) euro 7,340 euro 6,720
=========== ===========
(1) The three months ended March 31, 2002 amounts include Euro 1.0 million in
cost associated with employee separations.
GENESYS CONFERENCING
CONSOLIDATED BALANCE SHEETS (U.S. GAAP)
(in thousands, except share data)
December 31, March 31,
2001 2002
------------ ---------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents euro 17,510 euro 13,942
Accounts receivable, less allowances of euro 3,201 at
December 31, 2001 and euro 2,759 at March 31, 2002 49,060 50,017
Inventory 146 143
Prepaid expenses 7,156 6,237
Other current assets 6,593 5,740
------------- -------------
Total current assets 80,465 76,079
Property and equipment, net 47,697 44,864
Goodwill and other intangibles, net 275,065 275,144
Investment in affiliated company 126 115
Deferred tax assets 236 270
Deferred financing costs, net 4,722 4,440
Other assets 2,093 2,080
------------- -------------
Total assets euro 410,404 euro 402,992
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable euro 24,533 euro 21,549
Accrued liabilities 7,148 5,606
Accured compensation 7,489 8,754
Tax payable 9,929 10,653
Deferred revenue 4,198 3,412
Current portion of long-term debt 6,901 6,069
Current portion of capitalized lease obligations 266 213
Current portion of deferred tax liability 5,346 4,904
Current portion of accrued restructuring expenses - 6,246
Other current liabilities 6,894 4,361
------------- -------------
Total current liabilities 72,704 71,767
Long-term portion of long-term debt 142,552 144,718
Long-term portion of capitalized lease obligations 171 134
Long term portion of deferred tax liability 28,503 26,111
Other long term liability 3,606 4,821
Shareholders' equity:
Ordinary shares; euro 5.00 nominal value; 15,271,064
and 15,278,162 at December 31, 2001 and March 31,
2002, respectively 76,356 76,405
Common shares to be issued: euro 5.00 nominal value;
250,687 shares at December 31, 2001 and March 31, 2002 1,253 1,239
Additional paid-in capital 194,019 194,055
Accumulated other comprehensive income 3,749 4,024
Deferred compensation (465) (404)
Accumulated deficit (111,366) (119,200)
------------- -------------
163,546 156,119
Less cost of treasury shares: 22,131 shares at
December 31, 2001 and March 31, 2002 (678) (678)
------------- -------------
Total shareholders' equity 162,868 155,441
------------- -------------
Total liabilities and shareholders' equity euro 410,404 euro 402,992
------------- -------------
GENESYS CONFERENCING
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S.GAAP)
(in thousands, except share data)
Three months ended March 31,
2001 2002
------------ ------------
Revenue:
Services euro 26,166 euro 54,940
Products 604 512
------------- -------------
26,770 55,452
Cost of revenue:
Services 10,603 22,934
Products 483 485
------------- -------------
11,086 23,419
------------- -------------
Gross profit 15,684 32,033
Operating expenses:
Research and development 695 1,260
Selling and marketing 5,645 13,508
General and administrative 9,099 15,210
Non-recurring charge - 3,671
Amortization of goodwill and other
intangibles 2,324 3,649
------------- -------------
Total operating expenses 17,763 37,298
Operating loss (2,079) (5,265)
Financial income (expense)
Interest income 99 58
Interest expense (908) (2,297)
Foreign exchange gain (loss) 1,221 (540)
Other financial income (expense), net 1,036 (275)
------------- -------------
Financial expense, net 1,448 (3,054)
Equity in loss of affiliated company - (8)
------------- -------------
Income (loss) before taxes (631) (8,327)
Income tax (expense) /credit (1,346) 349
------------- -------------
Net loss euro (1,977) euro (7,978)
============= =============
------------- -------------
Basic and diluted net loss per share euro (0.21) euro (0.52)
============= =============
Number of shares used in computing basic
and diluted net loss per share 9,418,996 15,277,689
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: May 15, 2002
GENESYS SA
By: /s/ Francois Legros
--------------------------
Name: Francois Legros
Title: Chairman and Chief Executive
Officer