SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of May 2003
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 if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):____
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):____
Indicate by check mark whether by furnishing the information contained
in this Form, the registrant 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 FINANCIAL RESULTS
FOR FIRST QUARTER ENDED MARCH 31, 2003
Continuing Adoption of Automated Services and Cost Reduction Initiatives
Boosts Gross and EBITDA Margins
Montpellier, France, May 14, 2003 - Genesys Conferencing (Euronext: 3955)
(Nasdaq: GNSY), the world's leading conferencing specialist, today reported
financial results (unaudited) for the first quarter ended March 31, 2003.
Increased call volumes, a strong shift to automated services, and cost reduction
initiatives drove the results. All financial results are reported under French
Generally Accepted Accounting Principles (GAAP).
Comparisons for the first quarter with the prior year period included:
o Total call volumes increased 22.2% to 325.6 million minutes
o Revenue decreased 17.7% to(euro)45.7 million
o Gross margin increased to 63.2%, despite decline in revenue
o EBITDA* increased 45.4% to(euro)11.0 million
o EBITDA margin improved to 24.2% from 13.7% in prior year
o Net Income reached(euro)0.7 million, a(euro)8.7 million improvement
from the prior year
o Fully Diluted GAAP EPS of(euro)0.04
o Cash and equivalents increased by(euro)5.8 from Q4 2002 to(euro)15.8
million
Power of Automation and Operational Reorganization Driving Results
Francois Legros, Chairman and Chief Executive Officer, stated, "We're pleased
with our results for the first quarter of the year. The significant improvement
in profitability is the result of the comprehensive reorganization executed by
the management team last year. While we are continuing our efforts to drive
operating profitability improvement and enhanced financial strength, we are now
turning our attention towards volume and revenue growth."
First Quarter Results Reflect Boosted Profitability from Automation and Cost
Reduction
Total call volumes were 325.6 million minutes for the first quarter of 2003, up
22.2% from the prior year. Automated services call volumes were up 52.4% from
the first quarter of 2002 and increased 6.9% sequentially. Automated services
represented approximately 62.2% of revenue and 80.6% of audio call volumes in
the first quarter of 2003.
Revenue decreased 17.7% to (euro)45.7 million, from (euro)55.5 in the prior year
period. The revenue decline was primarily due to the continuing shift to
automated services, which carry higher margins but generate lower per-minute
revenues than operator assisted services, the weakening US dollar, and price
erosion. Despite the revenue decrease, gross margin was 63.2% compared to 57.8%
in the first quarter 2002, primarily driven by the shift to automated services
and higher productivity in the call centers.
Selling, general and administrative expenses and research and development
expenses declined (euro)8.8 million to (euro)21.5 million, or 29.1%, compared to
the first quarter of 2002, primarily due to the Company's cost reduction
programs.
Operating profit in the first quarter of 2003 was (euro)4.9 million, compared to
an operating loss of (euro)2.0 million in the first quarter of 2002.
Earnings before interest, taxes, depreciation and amortization (EBITDA*) totaled
(euro)11.0 million in the first quarter of 2003, resulting in an EBITDA margin
of 24.2%, compared to (euro)7.6 million in the prior year period, or an EBITDA
margin of 13.7%.
Net income was (euro)0.7 million, or (euro)0.04 per share in the first quarter
2003, compared with a loss of (euro)8.0 million, or (euro)0.52 per share, in the
same period last year.
Cash increased to (euro)15.8 million, up (euro)5.8 million from the fourth
quarter of 2002.
Michael E. Savage, Executive Vice President and Chief Financial Officer, stated,
"The first quarter results clearly illustrate how automation and the cost
reduction initiatives are driving our business. More importantly, these
initiatives, combined with the proposed amendments to the credit facility and
pending capital increase, are significantly improving our financial liquidity.
We completed the quarter with cash and cash equivalents of (euro)15.8 million."
As previously announced, the Company has reached preliminary agreements, subject
to several conditions and to final documentation, to extend the maturities under
its bank credit facility and convertible debt. The Company also previously
announced its intention to pursue a capital increase of up to (euro)8 million in
2003.
First Quarter 2003 Conference Call and Webcast
Chairman and Chief Executive Officer Francois Legros and Executive Vice
President and Chief Financial Officer Michael E. Savage will host a conference
call on Wednesday May 14, 2003 at 5:30 p.m. Central European Time or 11:30 a.m.
Eastern Daylight Time.
The conference call will be webcast live. The call may be accessed at
www.genesys.com. A replay of the call will be available at www.genesys.com.
*EBITDA is not a generally accepted accounting principle measurement and is
presented solely as a supplemental disclosure.
*See attached Note to consolidated statements of operations for reconciliation
of Operating Income and EBITDA
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.
This press release is not an offer for sale of the securities in the United
States, and the securities may not be sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act of
1933, as amended. Any public offering of the securities in the United States
will be made by means of a prospectus containing detailed information regarding
Genesys (the "company") and the company's management, including financial
statements. Such prospectus will be made available through the company. The
company intends to register a portion of the offering in the United States.
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 18,000 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 19
countries throughout North America, Europe and Asia Pacific. 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).
At Genesys Conferencing
Michael E. Savage
Executive Vice President and Chief Financial Officer
Phone: +33 4 99 13 27 66
mike.savage@genesys.com
Marine Pouvreau
Investor Relations
Phone: +33 4 99 13 25 17
marine.pouvreau@genesys.com
Tricia Heinrich
Press Relations
Phone: +1 415 608 6651
tricia.heinrich@genesys.com
Financial tables to follow
GENESYS CONFERENCING
Consolidated Balance Sheets (French GAAP)
(in thousands of euros, except share data)
Dec. 31, 2002 March 31, 2003
Unaudited
ASSETS
Fixed assets
Goodwill, net (euro) 77,504 (euro) 74,755
Intangible assets, net 80,715 77,726
Tangible assets, net 27,502 24,391
Financial assets, net 1,194 977
Investments in affiliated companies 118 123
--------------- ---------------
Total fixed assets 187,033 177,972
Current assets
Inventory 72 62
Accounts receivable, less allowances ((euro)3,502 and
3,505(euro)at December 31, 2002 and March 31, 2003,
respectively (euro) 35,929 (euro) 37,325
Deferred tax assets 361 340
Other current assets 7,919 8,287
Prepaid expenses and deferred charges 5,834 5,575
Marketable securities 109 111
Cash at bank 9,886 15,718
--------------- ---------------
Total current assets 60,110 67,418
--------------- ---------------
Total assets (euro) 247,143 (euro) 245,390
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' Equity
Ordinary shares, nominal value of (euro)5 per share
15,409,933 and 15,471,204 shares issued and outstanding
at December 31, 2002 and March 31, 2003 respectively (euro) 77,051 (euro) 77,356
Common shares to be issued 1,332 1,027
Additional paid-in capital 180,652 182,110
Additional paid-in capital to be issued 6,344 4,886
Accumulated deficit (106,474) (189,000)
Net income (loss) for the period (96,617) 681
Currency translation adjustments 11,335 (1,102)
--------------- ---------------
Total shareholders' equity 73,623 75,958
Provisions for risks and charges 7,505 6,066
Long-term debt
Long-term portion of long term debt 119,537 115,357
Long-term portion of capitalized lease obligations 673 532
--------------- ---------------
Total long-term debt 120,210 115,889
Current liabilities
Bank overdrafts 3,417 3,334
Accounts payable and accrued liabilities 20,276 19,141
Tax payable and deferred compensation 15,553 18,269
Current portion of long-term debt 2,390 4,027
Current portion of capitalized lease obligations 1,844 1,441
Deferred revenue 352 448
Other liabilities 1,973 817
--------------- ---------------
Total current liabilities 45,805 47,477
--------------- ---------------
Total liabilities and shareholders' equity (euro) 247,143 (euro) 245,390
=============== ===============
GENESYS CONFERENCING
Unaudited Consolidated Statements of Operations (French GAAP)
(in thousands of euros, except share data)
Three months ended March 31,
2002 2003
--------------- ---------------
Revenue
Services (euro) 54,940 (euro) 45,571
Products 512 83
--------------- ---------------
55,452 45,654
Cost of Revenue
Services 22,934 16,747
Products 485 59
--------------- ---------------
23,419 16,806
--------------- ---------------
Gross Profit 32,033 28,848
Operating expenses
Research and development 1,260 1,032
Selling & marketing 13,508 8,676
General & administrative 15,586 11,801
Amortization of intangible assets 3,647 2,394
--------------- ---------------
34,001 23,903
--------------- ---------------
Operating income (loss) (1,968) 4,945
Financial income (expense), net (2,475) (1,730)
Equity in loss of affiliated companies (7) 4
Income tax credit (expense) (855) (940)
Amortization of goodwill (2,740) (1,598)
--------------- ---------------
Net income (loss) (euro) (8,045) (euro) 681
=============== ===============
Basic net income (loss) per share (euro) (0.52) (euro) 0.04
=============== ===============
Diluted net income (loss) per share (euro) (0.52) (euro) 0.04
=============== ===============
Number of outstanding shares used in computing 15,528,376 15,547,280
basic net income (loss) per share
Number of outstanding shares used in computing 15,528,376 16,152,911
diluted net income (loss) per share
GENESYS CONFERENCING
Notes to the Consolidated Statements of Operations
( in thousands of Euros )
NOTE A- EBITDA calculation Three months ended March 31,
2002 2003
--------------- ---------------
General and Administrative expenses (euro) 19,233 (euro) 11,801
Amortization of deferred acquisition and deferred
financing costs (435) (395)
Non recurrent income (charges) 2 0
--------------- ---------------
Operating General and Administrative expenses (euro) 18,800 (euro) 11,406
restated for the above items
=============== ===============
Operating income (loss) (euro) (1,968) (euro) 4,945
Amortization of deferred acquisition and deferred
financing costs 435 395
Amortization of intangible assets 3,647 2,394
Non recurrent charges (income) (2) 0
--------------- ---------------
Operating income restated for the above items 2,112 7,734
--------------- ---------------
Depreciation and provisions 5,477 3,304
--------------- ---------------
EBITDA (1) (euro) 7,589 (euro) 11,038
=============== ===============
NOTE B- DETAIL OF FINANCIAL INCOME (EXPENSE), NET Three months ended March 31,
2002 2003
--------------- ---------------
Interest and other financial income (euro) 237 (euro) 462
Foreign exchange gains 163 2,350
--------------- ---------------
Total financial income 400 2,812
Interest and other financial expenses 2,868 2,882
Foreign exchange losses 7 1,660
--------------- ---------------
Total financial charges 2,875 4,542
--------------- ---------------
Financial income (expense), net (euro) (2,475) (euro) (1,730)
=============== ===============
NOTE C- DETAIL OF INCOME TAX EXPENSE Three months ended March 31,
2002 2003
--------------- ---------------
Deferred tax expense (euro) 2 (euro) (48)
Income tax expense (857) (892)
--------------- ---------------
Total income tax expense (euro) (855) (euro) (940)
=============== ===============
(1) We believe that EBITDA is a meaningful measure of performance, because it
presents our results of operations without the potentially volatile impact
(which can be substantial) of goodwill impairment and the non-cash impacting
nature of depreciation and amortization.
Annex - US GAAP Financial Statements
GENESYS S.A.
CONSOLIDATED BALANCE SHEETS (U.S. GAAP)
(in thousands, except share data)
December 31, March 31,
2002 2003
-------------- --------------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents........................................(euro) 9,976 (euro) 15,811
Accounts receivable, less allowances of(euro)3,502 at
December 31, 2002 and(euro)3,505 at March 31, 2003............. 35,930 37,325
Inventory........................................................ 72 62
Prepaid expenses................................................. 1,874 2,108
Other current assets............................................. 5,261 5,629
------------- -------------
Total current assets...................................... 53,113 60,935
Property and equipment, net........................................ 32,234 29,276
Goodwill and other intangibles, net................................ 158,213 157,519
Investment in affiliated company................................... 118 123
Deferred tax assets................................................ 361 340
Deferred financing costs, net...................................... 3,797 3,419
Other assets....................................................... 1,897 1,583
------------- -------------
Total assets....................................(euro)249,733 (euro)253,195
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank overdrafts..................................................(euro) 3,417 (euro) 3,334
Accounts payable................................................. 14,344 13,904
Accrued liabilities.............................................. 7,178 8,152
Accrued compensation............................................. 6,555 8,090
Tax payable...................................................... 8,998 10,179
Deferred revenue................................................. 352 448
Current portion of long-term debt................................ 1,143 1,108
Current portion of capitalized lease obligations................. 191 354
Current portion of deferred tax liability........................ 3,097 3,097
Current portion of other long-term liability..................... 2,284 825
Other current liabilities........................................ 1,759 620
------------- -------------
Total current liabilities................................. 49,318 50,111
Long-term portion of long-term debt................................ 120,165 116,031
Long-term portion of capitalized lease obligations................. 149 19
Long term portion of deferred tax liability........................ 20,666 19,894
Other long-term liability.......................................... 6,644 5,548
Commitments and contingencies...................................... -- --
Shareholders' equity:
Ordinary shares;(euro)5.00 nominal value;
15,409,933 and 15,471,204 shares issued and outstanding
at December 31, 2002 and March 31, 2003, respectively.......... 77,050 77,356
Common shares to be issued:(euro)5.00 nominal value; 137,347
and 76,076 shares at December 31, 2002 and March 31, 2003,
respectively................................................... 687 380
Additional paid-in capital....................................... 194,217 194,217
Accumulated other comprehensive income........................... 6,980 8,881
Deferred compensation............................................ (220) (158)
Accumulated deficit.............................................. (225,172) (218,333)
------------- -------------
53,542 62,343
Less cost of treasury shares: 22,131 shares at December 2002
and March 31, 2003............................................. (751) (751)
------------- -------------
Total shareholders' equity................................ 52,791 61,592
------------- -------------
Total liabilities and shareholders' equity......(euro)249,733 (euro)253,195
============= =============
GENESYS S.A.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (U.S. GAAP)
(in thousands, except share data)
Three months ended March 31,
2002 2003
------------- -------------
Revenue:
Services.........................................................(euro) 54,940 (euro) 45,571
Products......................................................... 512 83
------------- -------------
55,452 45,654
Cost of revenue:
Services......................................................... 22,934 16,813
Products......................................................... 485 59
------------- -------------
23,419 16,872
------------- -------------
Gross profit....................................................... 32,033 28,782
Operating expenses:
Research and development......................................... 1,260 1,032
Selling and marketing............................................ 13,508 8,676
General and administrative....................................... 15,210 11,469
Restructuring charge............................................. 3,671 --
Amortization of intangibles...................................... 3,649 2,615
------------- -------------
Total operating expenses................................. 37,298 23,792
Operating income (loss)............................................ (5,265) 4,990
Financial income (expense)
Interest income.................................................. 58 59
Interest expense................................................. (2,297) (2,452)
Foreign exchange gain............................................ (540) 4,688
Other financial income (expense), net............................ (275) (288)
------------- -------------
Financial income (expense), net.................................... (3,054) 2,007
Equity in loss of affiliated company............................... (8) 4
------------- -------------
Income (loss) before taxes......................................... (8,327) 7,001
Income tax (expense) credit........................................ 349 (166)
------------- -------------
Net income (loss)........................................(euro) (7,978) (euro) 6,835
============= =============
Basic net income (loss) per share..................................(euro) (0.52) (euro) (0.44)
============= =============
Diluted net income (loss) per share................................(euro) (0.52) (euro) (0.43)
============= =============
Number of shares used in computing basic net income
(loss) per share................................................. 15,528,376 15,547,280
Dilution effect on convertible notes............................... -- 605,631
Number of shares used in computing diluted net income
(loss) per share................................................. 15,528,376 16,152,911
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 14, 2003
GENESYS SA
By: /s/ Francois Legros
-------------------------------
Name: Francois Legros
Title: Chairman and Chief Executive
Officer