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 August 2004 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] ERRATUM : Genesys Conferencing Reports Second Quarter 2004 Results In the press release dated August 10, 2004, under the the section entitled Credit Facility Amendment, first paragraph should read: << Last week, the company amended its $125 million credit facility entered in April 2001 and rescheduled its principal repayments for the fourth quarter... >>(in place of: << Last week, the company amended its $125 million credit facility entered in April 2001 and rescheduled its principal repayments for the third quarter... >>). Also, in the table entitled, "Repayment Installments," the 2008 Amended Installments should read: 49.7 (in place of: 56.3). The corrected release reads: Genesys Conferencing Reports Second Quarter 2004 Results Centralization of major functional groups and senior management in North America Increased financial flexibility through amendment to existing credit facility Reston, Virginia, and Montpellier, France - August 10, 2004 - Genesys Conferencing (Euronext 3955) (NASDAQ: GNSY), a global multimedia conferencing leader, today reported financial results (unaudited) for the second quarter ended June 30, 2004. All results are reported under French Generally Accepted Accounting Principles (GAAP). Genesys also announced the centralization of its global operations and senior management at the company's Reston operations center near Washington, D.C., and the modification of the principal repayment schedules for 2004 to 2008 under its existing credit facility. "Over the past two years, we have taken the major steps necessary to compete effectively in the global conferencing marketplace. Our centralization of senior management in North America marks a milestone in our evolution towards a more efficient and functionally aligned structure. It also increases our proximity to the greatest number of large enterprises we are targeting and to the many Fortune 500 companies which are already our customers," stated Francois Legros, Chairman and Chief Executive Officer. "In addition, the reduction of our principal repayments through 2006 provides us with additional financial flexibility to successfully execute our growth strategy." Second Quarter 2004 Operating Results (in millions) USD(1) EUR Revenue ----- --- Q2 2004 $ 43.0 (euro) 35.7 Q2 2003 $ 48.1 (euro) 42.3 Change % -10.6% -15.6% EBITDA(2) Q2 2004 $ 7.0 (euro)5.8 Q2 2003 $ 12.5 (euro)11.0 Change % -44.3% -47.4% Total call volume increased to 361.1 million minutes in the second quarter of 2004, up 6.6% from the prior year. Automated services call volumes were up 15.4% from the second quarter of 2003, representing approximately 73.7% of total revenue in the second quarter of 2004 compared to 64.6% in the second quarter of 2003. For the second quarter of 2004, revenue was (euro)35.7 million, a 15.6% decrease compared to 2003 second quarter revenue of (euro)42.3 million. In U.S. dollars, revenue was $43.0 million, a 10.6% decrease compared to $48.1 million of revenue in the second quarter of 2003. Gross margin declined to 62.8% in the second quarter of 2004 compared to 66.4% in the previous year's second quarter. Revenue and gross margin results reflected price erosion and the continued migration to lower-priced, automated conferencing services. Although automated conferencing services generate higher margins, this was partially offset by the increase in volumes generated by large enterprise customers, which traditionally have lower margins. Selling, general and administrative expenses, excluding non-recurring charges, were (euro)19.1 million in the second quarter of 2004 compared to (euro)20.3 million in the second quarter of 2003. Earnings before interest, taxes, depreciation and amortization (EBITDA(2)), before non-recurring charges in the second quarter of 2004, were (euro)5.8 million as compared to (euro)11.0 million in the same period last year. In U.S. dollars, EBITDA, before non-recurring charges, was $7.0 million for the second quarter of 2004 compared to $12.5 million in the same period last year. EBITDA for the second quarter of 2004 excludes non-recurring charges of approximately (euro)2.0 million primarily incurred with the concentration of major functional groups at the company's operating center in the Dulles Technology Corridor near Washington, D.C. The company on a regular basis re-evaluates the carrying value of its long-lived assets, consisting primarily of goodwill and intangible assets. Reflecting the current industry environment, including price erosion, a non-cash reduction of (euro)57.3 million in the carrying value of intangible and other long-lived assets was recorded in the second quarter of 2004 as a result of this assessment. This includes the complete write-off of goodwill associated with North America. Primarily as a result of this non-cash reduction, the company reported a net loss of (euro)61.4 million in the second quarter of 2004 as compared to net income of (euro)0.9 million in the second quarter of 2003. As of June 30, 2004, the company's net cash(3) was (euro)14.2 million, down from (euro)21.2 million of net cash at March 31, 2004. The change in net cash included (euro)7.3 million of scheduled principal repayments in April 2004 made under the company's $125 million credit facility. Centralization of Senior Management in North America In connection with its overall strategy to enhance productivity, manage costs and maximize opportunities for growth in the global enterprise market, Genesys announced that it will complete a multi-phase operational restructuring in the fourth quarter of 2004. Senior executives, along with the majority of the company's finance, legal and administration departments, will be centralized in the Dulles Technology Corridor near Washington, D.C., at its global production center in Reston, Virginia. Over 60% of the company's volume is generated in North America and nearly 55% percent of its 1,000 employees are based in North America. Genesys' local sales and technology presence will remain unchanged in the 21 countries in which the company serves its customers. Credit Facility Amendment Last week, the company amended its $125 million credit facility entered in April 2001 and rescheduled its principal repayments for the fourth quarter of 2004 and the years 2005 and 2006 to defer approximately $26.8 million to 2008. Annual principal repayments will now be made as follows: ---------------------------------------------------------------------------- Term Repayment Repayment Installments (USD Million) ---------------------------------------------------------------------------- Current Amended ---------------------------------------------------------------------------- 2004 (October semi-annual payment) $11.0 $8.3 ---------------------------------------------------------------------------- 2005 22.0 12.0 ---------------------------------------------------------------------------- 2006 30.0 16.0 ---------------------------------------------------------------------------- 2007 22.3 22.3 ---------------------------------------------------------------------------- 2008 23.0 49.7 ---------------------------------------------------------------------------- The interest rate under the credit facility remains unchanged with the exception of the $26.8 million repayment postponed to October 31, 2008, for which the margin will be increased by 50 basis points on December 31, 2004. The credit facility's financial ratios, now including consolidated EBITDA ratios, were amended to reflect the company's revised business plan and cash flow projections. Further, in the event the company falls short of certain financial ratio levels, it was provided with the additional flexibility to implement one or more curative actions. These curative actions may include, but are not limited to, a capital increase or rights offering, new financial indebtedness, a bond issuance or other debt or hybrid securities, merger transactions or divestitures, or a tender offer for the shares of the company if approved by the company's board of directors and the senior secured lenders. All measures would also require any necessary authorizations of the company's board and shareholders in accordance with French law. Guidance Due to the competitive and rapidly changing business environment, Genesys is withdrawing its previously issued revenue and EBITDA guidance for fiscal 2004. The company currently expects revenue and EBITDA to be seasonally weak during the third quarter of 2004. In the fourth quarter of 2004, the company expects revenue to be stable as compared with the revenue in the fourth quarter of 2003, excluding any volatility in foreign exchange rates. The company further expects EBITDA margins for the fourth quarter of 2004 to be approximately twenty percent. ____________ (1) USD amounts were calculated using the average quarterly exchange rate. (2) See attached note to consolidated statements of operations for reconciliation of operating income and EBITDA. (French GAAP) (3) Net cash is equivalent to cash and cash equivalents less bank overdrafts. Conference Call and Webcast Chief Executive Officer Francois Legros and Executive Vice President/Chief Financial Officer Michael E. Savage will host a conference call on Tuesday, August 10, 2004, at 5:30 p.m. Central European Time or 11:30 a.m. Eastern Daylight Time to discuss second quarter 2004 financial results. The conference call will be webcast live and may be accessed at www.genesys.com. A replay of the call will be available at www.genesys.com. Impact of Exchange Rates Our acquisitions have expanded our international operations and thus increased our exposure to exchange rate fluctuations, in particular the U.S. dollar. In 2003, the U.S. dollar declined significantly compared to the euro, and its value has remained weak during 2004. As a result, the comparability of our revenues and results of operations expressed in euros were significantly impacted. We prepare our consolidated financial statements in euros. In order to demonstrate the impact of the decline of the U.S. dollar on our revenues from the second quarter 2003 to the second quarter 2004, we have recalculated our revenues as if our functional currency had been the U.S. dollar rather than the euro. For this purpose, we have used the average for each quarter of the daily euro/U.S. dollar exchange rates for the second quarters of 2003 and 2004, respectively, which are the rates we used for translation purposes in our consolidated income statement. We believe that this analysis is useful because the majority of our revenues were actually earned in U.S. dollars. However, the change in our U.S. dollar revenues also reflects the mechanical impact of exchange rate differences on the portion of our consolidated revenues earned in euros. 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 that was filed by Genesys with the Securities and Exchange Commission on April 28, 2004. 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. About Genesys Conferencing Genesys Conferencing is a leading provider of integrated Web, voice and video conferencing services to over 18,000 clients worldwide, including 200 of the Fortune 500. The company's services are designed to meet the full range of communication needs within the global enterprise, from small, collaborative team meetings to large, high-profile online events. The company's flagship product, Genesys Meeting Center, provides a single-platform multimedia conferencing solution that is easy to use and available on demand. With offices in 21 countries across North America, Europe and Asia Pacific, the company offers an unmatched global presence and strong local support. Genesys Conferencing is listed on the Nouveau Marche in Paris (Euronext: 3955) and Nasdaq (GNSY). Additional information is available at www.genesys.com. At Genesys Conferencing Michael E. Savage Tricia Heinrich Executive Vice President and Chief Financial Officer Senior Director of Global Public Relations Phone: +1 703 736 7100 Phone: +1 415 608 6651 mike.savage@genesys.com tricia.heinrich@genesys.com GENESYS CONFERENCING Consolidated Balance Sheets (French GAAP) (In thousands of euros, except share data) ------------------------------------------ December 31, June 30, 2003 2004 unaudited ------------------------------------------ ASSETS Fixed assets Goodwill, net (euro) 54,992 (euro) 18,210 Intangible assets, net 47,504 21,736 Tangible assets, net 22,014 20,258 Financial assets, net 1,255 1,488 Investments in affiliated companies 141 178 ---------------- ----------------- Total fixed assets 125,906 61,870 Current assets Inventory 29 22 Accounts receivable, less allowances ((euro)2,537 and (euro)2,417 at December 31, 2003 and June 30, 2004, respectively) 30,206 29,051 Deferred tax assets 840 236 Other current assets 10,600 6,988 Prepaid expenses and deferred charges 4,858 4,332 Marketable securities 9,614 5,556 Cash at bank 12,094 11,516 ---------------- ----------------- Total current assets 68,241 57,701 ---------------- ----------------- Total assets (euro) 194,147 (euro) 119,571 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Shareholders' equity Ordinary shares, nominal value of(euro)1 per share 18,307,756 shares issued and outstanding at December 31, 2003 and June 30, 2004 (euro) 18,308 (euro) 18,308 Common shares to be issued 140 140 Additional paid-in capital 185,080 185,080 Additional paid-in capital to be issued 3,844 3,809 Accumulated deficit (137,950) (174,470) Net loss for the period (36,544) (65,478) Currency translation adjustments 15,945 14,754 ---------------- ------------------ Total shareholders' equity 48,823 (17,857) Provisions for risks and charges 5,558 5,044 Long-term debt Long-term portion of long term debt 82,445 80,407 Long-term portion of capitalized lease obligations 298 114 ---------------- ------------------ Total long-term debt 82,743 80,521 Current liabilities Bank overdrafts 3,850 2,904 Accounts payable and accrued liabilities 14,353 14,395 Tax payable and deferred compensation 15,611 15,746 Current portion of long-term debt 19,144 15,407 Current portion of capitalized lease obligations 572 470 Deferred revenue 88 108 Other liabilities 3,405 2,833 ---------------- ------------------ Total current liabilities 57,023 51 863 ---------------- ------------------ Total liabilities and shareholders' equity (euro) 194,147 (euro) 119,571 ======= ======= GENESYS CONFERENCING Unaudited Consolidated Statements of Operations (French GAAP) (Unaudited - in thousands of euros, except share data) Three months ended June 30, Six months ended June 30, ------------------------------------- -------------------------------------- 2003 2004 2003 2004 ------------------------------------- -------------------------------------- Revenue: Services (euro) 42 125 35 667 (euro) 87 696 (euro) 71 707 Products 145 23 228 201 ------------------------------------- -------------------------------------- 42 270 35 690 87 924 71 908 Cost of revenue: Services 14 113 13 275 30 860 27 005 Products 85 15 144 43 ------------------------------------- -------------------------------------- 14 198 13 290 31 004 27 048 ------------------------------------- -------------------------------------- Gross Profit 28 072 22 400 56 920 44 860 Operating expenses: Research and development 1 053 962 2 085 2 083 Selling and marketing 10 484 10 021 19 160 18 987 General and administrative 9 186 8 799 20 987 18 850 Restructuring charge - 1 550 - 2 089 Amortization and impairment of intangible assets 2 390 23 625 4 784 25 249 ------------------------------------- -------------------------------------- 23 113 44 957 47 016 67 258 ------------------------------------- -------------------------------------- Operating income / (loss) 4 959 (22 557) 9 904 (22 398) Financial expenses, net (2 099) (1 035) (3 829) (3 068) Equity in income of affiliated companies 11 6 15 37 Income tax expense (1 101) (1 152) (2 041) (2 105) Amortization and impairment of goodwill (908) (36 617) (2 506) (37 944) ------------------------------------- -------------------------------------- Net income/(loss) (euro) 862 (61 355) (euro)1 543 (euro) (65 478) ========== ======= =========== ============== Basic net income/(loss) per share (euro) 0.06 (euro) (3.34) (euro) 0.10 (euro) (3.56) Diluted net income/(loss) per share (euro) 0.05 (euro) (3.34) (euro) 0.10 (euro) (3.56) =========== ============ =========== ============== Number of outstanding shares used in computing basic net income/(loss) per share 15 547 280 18 372 841 15 547 280 18 372 841 Number of outstanding shares used in computing diluted net income/(loss) per share 16 099 468 18 372 841 16 099 468 18 372 841 GENESYS CONFERENCING Notes to the Consolidated Financial Statements (unaudited) (In thousands of Euros) NOTE A- EBITDA calculation Three months ended Six months ended June 30, June 30, 2003 2004 2003 2004 -------------- ------------ -------------- ------------- Operating income (loss) (euro) 4 959 (euro)(22 557) (euro) 9 904 (euro) (22.398) Amortization of deferred acquisition and deferred financing costs 382 257 777 504 Amortization of intangible assets 2 390 23 625 4 784 25 249 Depreciation and provisions 3 324 2 453 6 628 5 378 ----------------------------------------------------------------------- EBITDA (1) (euro) 11 055 (euro) 3 778 (euro) 22 093 (euro) 8 733 Restructuring charge 1 550 2 089 Other non recurring charges 22 476 22 1 881 ----------------------------------------------------------------------- EBITDA before non-recurring items (euro) 11 077 (euro) 5 804 (euro) 22 115 (euro 12 703 ======================================================================= NOTE B- DETAIL OF FINANCIAL Three months ended Six months ended EXPENSES, NET June 30, June 30, 2003 2004 2003 2004 -------------- ------------ -------------- ------------- Interest and other financial income (euro) 16 (euro) 32 (euro) 478 (euro) 286 Foreign exchange gains 12 735 2 362 2 795 ----------------------------------------------------------------------- Total financial income 28 767 2 840 3 081 Interest and other financial expenses 1 286 1 312 4 228 2 826 Foreign exchange losses 841 490 2 441 3 323 ----------------------------------------------------------------------- Total financial charges 2 127 1 802 6 669 6 149 ----------------------------------------------------------------------- Financial expenses, net (euro) (2 099) (euro) (1 035) (euro) (3 829) (euro) (3 068) ======================================================================= NOTE C- DETAIL OF INCOME Three months ended Six months ended TAX EXPENSE June 30, June 30, 2003 2004 2003 2004 -------------- ------------ -------------- ------------- Deferred tax expense (euro) 17 (euro) (27) (euro) (31) (euro) (546) Income tax expense (1 118) (1 125) (2 010) (1 559) ----------------------------------------------------------------------- Total income tax expense (euro) (1 101) (euro) (1 152) (euro) (2 041) (euro) (2 105) ======================================================================= NOTE D- DETAIL ACCOUNTS December 31, June 30, RECEIVABLES, NET 2003 2004 ----------------- ----------------- Billed portion of accounts receivables, net (euro) 23,462 (euro) 23,701 Un-billed portion of accounts receivables, net 6,744 5,350 ----------------- ----------------- Total accounts receivables, net (euro) 30,206 (euro) 29,051 ================= ================= (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 I: US GAAP FINANCIAL STATEMENTS GENESYS SA U.S. GAAP CONSOLIDATED BALANCE SHEETS (in thousands, except share data) December 31, June 30, 2003 2004 ---- ---- ASSETS (Unaudited) Current assets: Cash and cash equivalents (euro)15,574 (euro)12,269 Short-term portion of restricted cash 3,371 3,157 Un-billed accounts receivable 6,744 5,350 Other accounts receivable, less allowances of(euro)2,537 at December 31, 2003 and (euro)2,417 at June 30, 2004 23,462 23,701 Inventory 29 22 Prepaid expenses 2,286 2,201 Other current assets 8,856 5,272 ----- ----- Total current assets 60,322 51,972 Property and equipment, net 27,284 25,804 Goodwill, net 75,047 21,940 Customer lists, net 42,774 17,622 Technology and other intangibles, net 352 212 Investment in affiliated company 141 178 Deferred tax assets 840 235 Deferred financing costs, net 2,531 2,096 Other assets 1,824 1,875 Long-term portion of restricted cash 2,722 1,632 ----- ----- Total assets (euro)213,837 (euro)123,566 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank overdrafts (euro)3,850 (euro)2,904 Accounts payable 8,676 9,821 Accrued liabilities 6,627 5,343 Accrued compensation 6,519 7,320 Tax payable 9,092 8,426 Deferred revenue 88 108 Current portion of long-term debt 18,564 14,942 Current portion of capitalized lease obligations 55 15 Current portion of deferred tax liability 2,143 1,401 Current portion of other long-term liability 1,740 2,035 Other current liabilities 3,242 2,822 ----- ----- Total current liabilities 60,596 55,137 Long-term portion of long-term debt 82,814 80,710 Long-term portion of capitalized lease obligations 107 114 Long term portion of deferred tax liability 11,504 5,683 Other long-term liability 3,173 1,828 Shareholders' equity: Ordinary shares:(euro)1.00 nominal value and 18,307,756 shares issued and outstanding at December 31, 2003 and June 30, 2004, 18,308 18,308 Common shares to be issued:(euro)1.00 nominal value and 65,067 shares at December 31, 2003 and June 30, 2004 65 65 Additional paid-in capital 197,611 197,130 Accumulated other comprehensive income 15,372 15,630 Deferred compensation (322) -- Accumulated deficit (174,640) (250,288) -------- -------- 56,394 (19,155) Less cost of treasury shares: 22,131 shares at Dec. 2003 and June 30, 2004 (751) (751) Total shareholders' equity 55,643 (19,906) Total liabilities and shareholders' equity (euro)213,837 (euro)123,566 ============= ============= See notes to financial statements GENESYS SA U.S. GAAP CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except share data) Three months ended June 30, Six months ended June 30, 2003 2004 2003 2004 Revenue: Services (euro)42,125 (euro)35,667 (euro)87,696 (euro)71,706 Products 145 24 228 202 --- -- --- --- 42,270 35,691 87,924 71,908 Cost of revenue: Services 14,177 13,288 30,990 27,059 Products 85 15 144 43 -- -- --- -- 14,262 13,303 31,134 27,102 ------ ------ ------ ------ Gross profit 28,008 22,388 56,790 44,806 Operating expenses: Research and development 1,053 963 2,085 2,083 Selling and marketing 10,484 10,021 19,160 18,987 General and administrative 8,862 8,542 20,331 18,186 Restructuring charge -- 1,076 -- 2,090 Impairment of goodwill and other intangibles -- 75,401 -- 75,401 Amortization of intangibles 2,611 1,734 5,226 3,483 ----- ----- ----- ----- Total operating expenses 23,010 97,737 46,802 120,230 Operating income (loss) 4,998 (75,349) 9,988 (75,424) Interest income 120 28 179 101 Interest expense (1,253) (1,367) (3,705) (2,571) Foreign exchange gain (loss) 642 (216) 5,330 (1,845) Other financial expense, net (482) (15) (770) (433) ---- --- ---- ---- Financial income (expense), net (973) (1,570) 1,034 (4,748) Equity in income of affiliated company 11 5 15 37 ---- ----- ---- ----- Income (loss) before taxes 4,036 (76,914) 11,037 (80,135) Income tax (expense) credit (328) 4,616 (494) 4,460 ---- ----- ---- ----- Net income (loss) (euro)3,708 (euro)(72,298) (euro)10,543 (euro)(75,675) =========== ============= ============ ============= Basic net income (loss) per share (euro)0.24 (euro)(3.94) (euro)0.68 (euro)(4.13) ========== =========== ========== =========== Diluted net income (loss) per share (euro)0.23 (euro)(3.94) (euro)0.66 (euro)(4.13) ========== =========== ========== =========== Number of shares used in computing basic net 15,547,280 18,372,841 15,547,280 18,372,841 income (loss) per share Dilution effect on convertible notes 552,188 -- 552,188 -- Number of shares used in computing diluted net 16,099,468 18,372,841 16,099,468 18,372,841 income (loss) per share 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 19, 2004 GENESYS SA By: /s/ Francois Legros ------------------------------ Name: Francois Legros Title: Chairman and Chief Executive Officer