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 August 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
Genesys Conferencing Reports Second Quarter Results
-Automated services reach 53% of revenue-
-Call center consolidation on target-
-Reaffirms 2002 EBITDA guidance-
MONTPELLIER, France, August 13, 2002 - Genesys Conferencing (Euronext: 3955)
(Nasdaq: GNSY), the world's leading conferencing specialist, today reported
revenue and earnings for the second quarter and six months ended June 30, 2002.
All financial results are reported under French Generally Accepted Accounting
Principles (GAAP).
Highlights for the second quarter compared to the prior year period included:
o Total call volumes reached 282 million minutes, up 39%
o Continued acceleration of deployment of automated services: volumes
increased 114%
o Closed two call centers and prepared for the closure of the third in
August
o Negotiated new long distance contract
o Genesys Meeting Center now exceeds 120,000 seats
The results for 2001 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, 2001.
Deployment of automated services continues to accelerate in the second quarter
Total call volumes were 282 million minutes for the second quarter, up 39% from
the prior year period. Automated services call volumes were up 114% from the
second quarter of 2001 and increased 16% from the first quarter 2002. Automated
services represented 52.7% of revenue and 71% of call volumes in the second
quarter compared to 34% of revenue in the prior year period.
Revenues decreased 2.5% to (euro)52.7 (US$52.5) million for the second quarter
of 2002, from (euro)54.0 (US$53.9) million in the second quarter of 2001.
Revenue was negatively impacted by the weakening U.S. dollar and the strong
shift to automated services which have lower per-minute rates, but generate
higher gross margins.
Gross margin, before non-recurring costs, expanded to 59.0%, a 190 basis point
improvement from the same period last year. The non-recurring costs consists of
(euro)1.2 million (2.3% of revenue) associated with terminating a U.S. long
distance contract and (euro)500,000 (0.9% of revenue) of duplicate personnel
costs related to the call center consolidation. During the second quarter, the
Company renegotiated a long distance supplier contract in the U.S. The Company
expects savings of approximately (euro)1.9 million in the third quarter 2002 and
(euro)2.3 million in the fourth quarter 2002, as a result of the new long
distance contract. To allow the Company to obtain maximum benefit from the lower
rates under the renegotiated contract in future quarters, the Company terminated
a contract with another long distance supplier in the second quarter which
required the Company to satisfy a minimum purchase requirement as a condition of
termination (costing approximately (euro)1.2 million).
Earnings before interest, taxes, depreciation and amortization (EBITDA), before
non-recurring charges noted above, increased to (euro)7.5 (US$7.5) million in
the second quarter, an increase of 56.8%, compared to (euro)4.8 (US$4.8) million
in the prior year period.
Michael E. Savage, Executive Vice President and Chief Financial Officer, stated,
"During the second quarter, we incurred (euro)500,000 in duplicate personnel
costs related to the call center consolidation and (euro)1.2 million from
additional long distance costs which enabled us to terminate a contract with a
more expensive long distance provider. Excluding these non-recurring costs,
EBITDA would have been 14.3% of revenue. With most of our call center
consolidation behind us, we now expect non-recurring costs to diminish
significantly in the second half of 2002." Mr. Savage continued, "With (euro)9.7
million of cash on hand as of August 9, 2002 and strong projected free cash
flow, we are comfortable with our debt service requirements and working capital
needs."
Genesys Meeting Center
Genesys Meeting Center has reached over 120,000 seats sold. Since its
introduction, Genesys Meeting Center has become the fastest growing web
conferencing service in the world, based on the number of seats sold. Francois
Legros, Chairman and Chief Executive Officer, stated, "Large enterprises
continue to show a very strong interest in deploying Genesys Meeting Center for
enterprise wide applications. Our pipeline of opportunities looks very
encouraging."
Guidance for 2002
Management is updating guidance for 2002 as follows:
o Automated services are expected to reach between 60 and 65% of
revenue in Q4 compared to prior guidance of 50%
o Revenue is projected to be between (euro)200 million and (euro)210
million based on the acceleration of automated services deployment
and unfavorable shift in currencies experienced during the second
quarter from prior guidance of (euro)230 million to (euro)250
million
o Management reaffirmed that 2002 EBITDA, excluding non-recurring
costs, is projected to grow between 27% and 33%, on a proforma
basis, compared to 2001.
Mr. Legros concluded, "While the continuing shift to higher margin automated
services has impacted our near term revenue, we expect the continued growth of
automated services, our new long distance contract and the realized savings from
the call center consolidation to have a positive impact on our second half
results."
Second 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 Daylight Time. Chairman and Chief Executive
Officer, Francois Legros, and Executive Vice President and 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.
US GAAP Financial Statements
The Company will file its U.S. GAAP financial statements with the Securities and
Exchange Commission on Form 6-K on Wednesday, August 14, 2002.
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 20-F
which was filed by Genesys with the Securities and Exchange Commission on June
12, 2002. 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 and Chief Financial Officer
Direct Line: +33 4 99 13 27 66
mike.savage@genesys.com
Genesys Conferencing
Unaudited Proforma Statements of Operations (French GAAP)
(in thousands of euros)
Three months Six months
ended June 30, ended June 30,
------------------------------- -------------------------------
2001 2002 2001 2002
------------------------------- -------------------------------
Revenues (euro) 54,021 (euro) 52,655 (euro) 106,642 (euro) 108,107
Cost of revenue (1) 23,160 23,228 45,930 46,647
------------------------------- -------------------------------
Gross Profit 30,861 29,427 60,712 61,460
Research and development expenses 1,180 1,188 2,423 2,448
Selling, general and administrative expenses (2)(3) 33,966 30,880 59,181 59,539
Amortization of identifiable intangibles,
acquisition and financing costs 5,733 4,036 9,516 8,118
------------------------------- -------------------------------
EBIT (1)(2)(3) (10,018) (6,677) (10,408) (8,645)
=============================== ================================
EBITDA (1)(2) (euro) 4,798 (euro) 5,821 (euro) 12,805 (euro) 13,410
=============================== ================================
(1) The three and six months ended June 30, 2002 includes (euro)1.2 million in
costs related to the termination of a long distance contract and (euro)0.5
million in duplicate costs related to the call center consolidation.
(2) The six months ended June 30, 2002 amounts include (euro) 1.0 million in
cost associated with employee separations.
(3) The three and six months ended June 30, 2002 includes a(euro)3.2 million
provision related to the termination of a rich media contract.
Consolidated Balance Sheets (French GAAP)
(in thousands of euros, except share data)
December 31, June 30,
2001 2002
---------------- ----------------
ASSETS
Fixed assets:
Goodwill, net (euro) 140,061 (euro) 131,068
Intangible assets, net 108,636 99,472
Tangible assets, net 38,257 30,575
Financial assets, net 2,100 1,880
Investment in affiliated companies 127 112
-------------- --------------
Total fixed assets 289,181 263,107
Current assets:
Inventory 146 187
Accounts receivable, less allowances 48,989 42,619
(Eur 3,201 and Eur 3,265 at December
31, 2001 and June 30, 2002, respectively)
Deferred tax assets 236 278
Other current assets 10,514 8,988
Prepaid expenses and deferred charges 12,727 7,102
Cash at bank and marketable securities 18,613 5,101
-------------- --------------
Total current assets 91,225 64,275
-------------- --------------
Total assets (euro) 380,406 (euro) 327,382
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' equity:
Ordinary shares, nominal value of Eur 5.00 (euro) 76,356 (euro) 76,795
per share, 15,271,064 and 15,358,954 shares
issued and outstanding at December 31,2001
and June 30, 2002, respectively
Common shares to be issued 2,175 1,863
Additional paid-in capital 177,758 179,414
Additional paid-in capital to be issued 10,347 8,864
Accumulated deficit (9,216) (103,541)
Net loss for the period (94,263) (21,438)
Currency translation adjustments 4,791 4,237
-------------- --------------
Total shareholders' equity 167,948 146,194
Provisions for risks and charges: 1,582 8,766
Long-term debt:
Long-term portion of long-term debt 142,083 119,437
Long-term portion of capitalized lease obligations 171 16
-------------- --------------
Total long-term debt 142,254 119,453
Current liabilities
Bank overdrafts 996 2,060
Accounts payable and accrued liabilities 35,980 20,624
Tax payable and deferred compensation 17,419 14,396
Current portion of long-term debt 8,342 12,948
Current portion of capitalized lease obligations 266 70
Deferred revenue 4,198 922
Other liabilities 1,421 1,949
-------------- --------------
Total current liabilities 68,622 52,969
-------------- --------------
Total liabilities and shareholders' equity (euro) 380,406 (euro) 327,382
============== ==============
GENESYS Conferencing
Consolidated Statements of Operations (French GAAP)
(in thousands of euros, except share data)
Three months ended June 30, Six months ended June 30,
-------------------------------- ---------------------------------
2001 2002 2001 2002
-------------------------------- ---------------------------------
Revenue:
Services (euro) 46,178 (euro) 52,308 (euro) 72,344 (euro) 107,248
Products 640 347 1,244 859
-------------------------------- ---------------------------------
46,818 52,655 73,588 108,107
Cost of revenue:
Services 19,134 23,010 29,737 45,944
Products 355 218 838 703
-------------------------------- ---------------------------------
19,489 23,228 30,575 46,647
-------------------------------- ---------------------------------
Gross Profit 27,329 29,427 43,013 61,460
Operating expenses:
Research and development 1,178 1,188 1,873 2,448
Selling and marketing 13,399 13,864 19,044 27,372
General and administrative 18,697 21,052 28,159 40,285
-------------------------------- ---------------------------------
Total operating expenses 33,274 36,104 49,076 70,105
-------------------------------- ---------------------------------
Operating loss (5,945) (6,677) (6,063) (8,645)
Financial expenses, net (285) (3,381) (932) (5,856)
Equity in loss of affiliated companies (40) (4) (40) (11)
Income tax expense (4,979) (903) (5,854) (1,758)
Amortization of goodwill (3,639) (2,428) (5,546) (5,168)
-------------------------------- ---------------------------------
Net loss (euro) (14,888) (euro) (13,393) (euro) (18,435) (euro) (21,438)
=============== =============== =============== ===============
Basic and diluted net loss per share (euro) (1.15) (euro) (0.86) (euro) (1.65) (euro) (1.38)
=============== =============== =============== ===============
Number of shares used in computing
net loss per share 12,945,264 15,544,450 11,191,218 15,536,374
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 Six months ended
June 30, June 30,
----------------------------- -----------------------------
2001 2002 2001 2002
----------------------------- -----------------------------
Detail of General and Administrative expenses
General and Administrative expenses (euro) 18,697 (euro) 21,052 (euro) 28,159 (euro) 40,285
Amortization of identifiable intangible assets 3,822 3,643 3,968 7,290
Amortization of acquisition and deferred financing costs 552 393 772 828
Non recurrent charges (income) 844 (68) 874 (70)
----------------------------- -----------------------------
Operating General and Administrative expenses (euro) 13,479 (euro) 17,084 (euro) 22,545 (euro) 32,237
restated for the above consolidation entries & ============================= =============================
exceptional items
OPERATING INCOME AND EBITDA
Operating loss (euro) (5,945) (euro) (6,677) (euro) (6,063) (euro) (8,645)
Amortization of intangibles, acquis. & financing costs 4,374 4,036 4,740 8,118
Nonrecurrent charges (income) 844 (68) 874 (70)
----------------------------- -----------------------------
Operating loss restated for the above items (727) (2,709) (449) (597)
----------------------------- -----------------------------
Operating depreciation and provision 4,310 8,530 6,846 14,007
----------------------------- -----------------------------
EBITDA (euro) 3,583 (euro) 5,821 (euro) 6,397 (euro) 13,410
============================= =============================
Three months ended Six months ended
June 30, June 30,
----------------------------- -----------------------------
2001 2002 2001 2002
----------------------------- -----------------------------
Detail of financial expenses ,net
Interest and other financial income (euro) 175 (euro) 43 (euro) 916 (euro) 280
Foreign exchange gains 2,933 2,396 3,757 2,559
----------------------------- -----------------------------
Total financial income 3,108 2,439 4,673 2,839
Interest and other financial expenses 2,363 2,703 3,311 5,571
Foreign exchange losses 1,030 3,117 2,294 3,124
----------------------------- -----------------------------
Total financial charges 3,393 5,820 5,605 8,695
----------------------------- -----------------------------
Financial expense, net (euro) (285) (euro) (3,381) (euro) (932) (euro) (5,856)
============================= =============================
Three months ended Six months ended
June 30, June 30,
----------------------------- -----------------------------
2001 2002 2001 2002
----------------------------- -----------------------------
Detail of income tax
Deferred income tax (euro) 17 (euro) (3) (euro) 10 (euro) (1)
Tax on acquisition costs (4,152) (4,479)
Income tax (844) (900) (1,385) (1,757)
----------------------------- -----------------------------
Total income tax expense (euro) (4,979) (euro) (903) (euro) (5,854) (euro) (1,758)
============================= =============================
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: August 13, 2002
GENESYS SA
By: /s/ Francois Legros
------------------------------
Name: Francois Legros
Title: Chairman and Chief
Executive Officer