GNSY Genesys S.A. ADS (MM)

Genesys Conferencing (Euronext Eurolist:FR0004270270) (NASDAQ:GNSY), a global multimedia conferencing leader, today reported financial results for the fourth quarter and year ended December 31, 2005. All results are reported under International Financial Reporting Standards (IFRS). 2005 versus 2004 Highlights -- Total volume increased 30.5% to 2.0 billion minutes -- Genesys Meeting Center volume increased 34.9% to 1.8 billion minutes -- Revenue(1) was up 2.1% to EUR 141.9 million -- EBITDA(2) increased to EUR 24.8 million in 2005 compared to EUR 19.9 million in 2004 -- Net income was EUR 3.5 million in 2005 compared to a net loss of EUR (60.3) million in 2004 Q4 2005 versus Q4 2004 Highlights -- Total volume increased 22.9% to 498.1 million minutes -- Genesys Meeting Center volume increased 25.1% to 464.1 million minutes -- Revenue(1) was up 4.8% to EUR 35.5 million -- EBITDA(2) was EUR 5.9 million in Q4 2005 compared to EUR 7.1 million in Q4 2004 -- Net income was EUR (0.9) million in Q4 2005 compared to net income of EUR 2.4 million in Q4 2004 "In 2005, Genesys Conferencing implemented sales, customer support and training programs that have resulted in greater penetration of Genesys Meeting Center multimedia collaboration services among large enterprises," stated Francois Legros, Chairman and Chief Executive Officer. "These initiatives have produced volume growth for Genesys that is among the highest organic rates in the industry." Operating Performance Total revenue(1) in 2005 increased 2.1% to EUR 141.9 million compared to EUR 139.0 million for 2004. In U.S. dollars, total revenue(1) in 2005 was USD 176.6 million compared to USD 172.9 million in 2004. In the fourth quarter of 2005, revenue was up 4.8% to EUR 35.5 million compared to revenue of EUR 33.8 million in the fourth quarter of 2004. Fourth quarter 2005 revenue in U.S. dollars was USD 42.1 million compared to USD 43.9 million in the fourth quarter of 2004. Despite the previously announced loss of a major customer in the fourth quarter of 2005, revenue and volume from Genesys Meeting Center services were flat compared to the third quarter of 2005. The increase in Genesys Meeting Center volume enabled the company to gain greater scale, enhance its cost competitiveness and improve gross margins to 64.8% in 2005 from 61.8% in 2004. Gross margin for the fourth quarter of 2005 was 63.6% compared to 63.7% in the fourth quarter of 2004. Selling, general and administrative expenses in 2005 were EUR 77.1 million compared to EUR 78.2 million in 2004. In the fourth quarter of 2005, selling, general and administrative expenses increased to EUR 19.2 million compared to EUR 17.2 million in the fourth quarter of 2004. As planned, in 2005, the company reduced general and administrative expenses to EUR 33.2 million down from EUR 36.1 million in 2004. The reduction of general and administrative expenses was partially offset by additional legal and advisory expenses incurred in connection with the company's Genesys Iberia arbitration. In the fourth quarter of 2005, general and administrative expenses decreased to EUR 7.5 million compared to EUR 8.9 million in the fourth quarter of 2004. Also as planned, in 2005, the company concentrated more resources on sales and marketing initiatives while it was reducing overhead expenses. Selling and marketing expenses were EUR 40.7 million in 2005 compared to EUR 36.0 million in 2004. The increase primarily reflects the expansion of the company's large enterprise sales and customer support teams into new markets that contain a high number of potential multi-national and large enterprise customers. Selling and marketing expenses increased to EUR 10.7 million in the fourth quarter of 2005 from 7.9 million in the fourth quarter of 2004. EBITDA(2), excluding stock-based compensation, increased in 2005 to EUR 24.8 million compared to EBITDA of EUR 19.9 million in 2004. EBITDA(2) was EUR 5.9 million for the fourth quarter of 2005 compared to EUR 7.1 million in fourth quarter of 2004 largely as a result of expenses incurred in the second half of 2005 in connection with the company's sales initiatives. Stock-based compensation expense, as reported under IFRS, was EUR 321,000 and EUR 358,000 for the fourth quarters of 2005 and 2004, respectively. Net income in 2005 was EUR 3.5 million compared to a net loss of EUR (60.3) million for 2004. The annual net loss in 2004 is largely the result of non-cash reductions in the carrying value of intangible and other long-lived assets of EUR 62.2 million. Net income was EUR (0.9) million for the fourth quarter of 2005 compared to a net income of EUR 2.4 million in the fourth quarter of 2004. The decline in 2005 fourth quarter net income is primarily attributable to an increase in reported income tax expenses and to additional bank related fees. "Genesys has now substantially reduced its debt and enhanced its sales platform. It is well positioned to gain even greater share of the growing multimedia collaboration industry," remarked Legros. Liquidity As of December 31, 2005, the company's net cash(3) was EUR 4.1 million. This amount reflects the October 31, 2005, semi-annual principal and interest payments made by the company under its senior credit facility. On this same date the company also fully repaid the remaining principal due under its convertible bonds. During 2005, the company used cash flow from operations to repay approximately EUR 13.0 million of debt and to make interest payments of EUR 4.8 million. On February 22, 2006, the company announced that it successfully completed a EUR 53.6 million equity offering, the proceeds of which were used to repay a majority of its outstanding debt. On a pro forma basis, adjusting for the net proceeds from the equity offering, the company's net debt position as of December 31, 2005, was approximately EUR 31.7 million and shareholders' equity approximately EUR 31.7 million. Under its existing and amended credit facility, the company will have less than EUR 1.0 million of scheduled debt repayments in 2006. "During 2005, the company funded a significant amount of debt service costs with cash from operations while maintaining a high level of reinvestment in our sales force, global expansion and technology development initiatives," stated Michael Savage, Executive Vice President and Chief Financial Officer. "The company enters 2006 with significantly less leverage, positive shareholders equity and much greater financial flexibility." Guidance The following contains forward-looking guidance regarding Genesys' financial outlook and is based on current expectations and a fixed currency rate of exchange of EUR 1.00 = USD 1.25, similar to the average exchange rate for 2005. Actual results may differ materially, and the company may not update any forward-looking statements made in this press release. In 2006, the company expects full-year revenue and EBITDA, excluding stock-based compensation, to remain essentially flat compared to 2005 full-year results. These estimates primarily reflect the impact on revenue from the previously disclosed loss of a major customer. The company expects in 2006: -- Revenue in the range of EUR 140 to EUR 144 million -- EBITDA(2) in the range of EUR 22 to EUR 25 million Conference Call and Webcast Chairman and Chief Executive Officer Francois Legros and Executive Vice President/Chief Financial Officer Michael E. Savage will host a conference call on Wednesday April 5, 2006, at 5:30 p.m. Central European Time or 11:30 a.m. Eastern Time to discuss fourth quarter 2005 financial results. The conference call will be web cast live and may be accessed at http://events.webeventservices.com/genesys/2006/04/05/ A replay of the call will be available at the same URL. -0- *T (1) Please refer to the paragraph "Impact of Exchange Rates" below for information regarding the calculation of U.S. dollar amounts. (2) See attached note to consolidated statements of operations for reconciliation of Operating Income and EBITDA. The company believes that EBITDA is a meaningful measure of performance, because it presents the company's results of operations without the non-cash impact of depreciation and amortization. EBITDA is reported excluding stock-based compensation expense. (3) Cash includes cash and cash equivalents less bank overdrafts. *T Financial Tables to Follow Adoption of International Financial Reporting Standards Effective January 1, 2005, the company, like many companies organized in France and other European countries, adopted the new International Financial Reporting Standards (IFRS) for reporting of its financial results. The company previously reported under French GAAP. For comparison purposes, results for the fourth quarter ended December 31, 2004, have been stated under IFRS and may differ from the results previously reported for these periods under French Generally Accepted Accounting Principles (GAAP). Impact of Exchange Rates The company serves large enterprises on a worldwide basis. As a result, the company has extensive international operations and, thus, significant exposure to exchange rate fluctuations, in particular those of the U.S. dollar. In 2003, the U.S. dollar declined significantly compared to the euro, and its value further fluctuated during 2004 and 2005. As a result, the comparability of the company's revenues and results of operations expressed in euros were significantly impacted. The company prepares its consolidated financial statements in euros. In order to demonstrate the impact of the volatility of the U.S. dollar on its revenues from the fourth quarter of 2004 to the fourth quarter of 2005, the company has recalculated its revenues as if its functional currency had been the U.S. dollar rather than the euro. For this purpose, the company has used the average for each quarter of 2004 and 2005, and for all of 2004 and 2005, of the daily euro/U.S. dollar exchange rate which are the rates it uses for translation purposes in its consolidated income statement. 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 May 2, 2005. 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, audio and video conferencing services to thousands of organizations worldwide, including more than 200 of the Fortune Global 500. The company's services are designed to meet the full range of communication needs within the large enterprise, from collaborative team meetings to 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 more than 20 countries across North America, Europe and Asia Pacific, the company offers an unmatched global presence and strong local support. Genesys Conferencing is publicly traded on Euronext in France (ISIN FR0004270270) and on the NASDAQ in the U.S. (GNSY). Additional information is available at www.genesys.com. -0- *T GENESYS CONFERENCING, Consolidated Balance Sheets At December 31, At December 31, 2004 2005 --------------- --------------- (In thousands of euros, except share Unaudited Unaudited data) IFRS IFRS --------------- --------------- ASSETS Fixed assets Goodwill, net 21,042 21,403 Customer lists and technology 13,027 11,927 Other intangible assets, net 5,057 5,663 Tangible assets, net 17,098 16,011 Financial assets, net 1,216 1,894 Deferred tax assets 448 583 Investments in affiliated companies 212 278 --------------- --------------- Total non current assets 58,100 57,759 Current assets Accounts receivable, less allowances (EUR 2,100 and EUR 1,547 at December 31, 2004 and December 31, 2005, respectively) 27,783 27,692 Prepaid expenses and other current assets 8,880 7,115 Income tax receivable 385 724 Marketable securities, short terms invest. 6 35 Cash at bank 8,559 5,879 --------------- --------------- Total current assets 45,613 41,445 --------------- --------------- TOTAL ASSETS 103,713 99,204 =============== =============== LIABILITIES AND SHAREHOLDERS' DEFICIT Shareholders' deficit Ordinary shares, nominal value of EUR 1 per share 18,307,756 shares issued and outstanding at December 31, 2004 and December 31, 2005 18,308 18,308 Common shares to be issued 139 139 Additional paid-in capital 185,080 185,080 Additional paid-in capital to be issued 3,852 3,832 Reserve for Stock-based compensation 1,433 2,663 Accumulated deficit (167,510) (227,300) Net income (loss) for the period (60,288) 3,503 Currency translation adjustments 6,715 81 --------------- --------------- Total shareholders' deficit (12,271) (13,694) Provisions for risks and charges 940 1,627 Deferred tax liabilities 3,927 3,697 Long-term debt Long-term portion of long term debt - 62,473 Long-term portion of capitalized lease obligations 60 39 --------------- --------------- Total non current debt and other liabilities 4,927 67,836 Current liabilities Long-term portion of long term debt classified as short-term in compliance with IAS 1 64,713 - Current portion of long-term debt 12,690 13,483 Bank overdrafts 2,173 1,851 Short-term portion of provision for risks and charges 2,592 - Accounts payable and accrued liabilities 13,839 13,254 Other taxes payable and deferred compensation 10,181 9,070 Income tax payable 2,966 3,053 Current portion of capitalized lease obligations 407 4 Other current liabilities 1,496 4,347 --------------- --------------- Total current liabilities 111,057 45,062 --------------- --------------- LIABILITIES AND SHAREHOLDERS' DEFICIT 103,713 99,204 =============== =============== GENESYS CONFERENCING, Consolidated Statements of Operations Three months Twelve months ended December 31, ended December 31, ----------------------- ----------------------- Unaudited Unaudited Unaudited Unaudited IFRS IFRS IFRS IFRS ----------- ----------- ----------- ----------- (In thousands of euros, except share data) 2004 2005 2004 2005 ----------- ----------- ----------- ----------- Revenue Services 33,785 35,439 138,763 141,850 Products 50 13 275 79 ----------- ----------- ----------- ----------- 33,835 35,452 139,038 141,929 Cost of revenue Services (12,241) (12,880) (52,961) (49,842) Products (35) (19) (83) (70) ----------- ----------- ----------- ----------- (12,276) (12,899) (53,044) (49,912) ----------- ----------- ----------- ----------- Gross profit 21,559 22,553 85,994 92,017 Operating expenses Research and development (704) (1,064) (3,832) (3,026) Selling and marketing (7,872) (10,672) (35,980) (40,678) General and administrative (8,887) (7,454) (36,123) (33,174) Restructuring charge 304 - (2,242) (256) Impairment of goodwill and other intangibles 1,035 - (62,154) - Amortization of intangibles (709) (721) (4,610) (2,823) ----------- ----------- ----------- ----------- (16,833) (19,911) (144,941) (79,957) ----------- ----------- ----------- ----------- Operating income (loss) 4,726 2,642 (58,947) 12,060 Interest income 28 173 173 297 Interest expense (878) (1,504) (4,321) (6,624) Other income (expense) (2,788) (1,376) (3,699) (1,610) Equity in income of affiliated companies 22 10 71 67 Income tax (expense) credit 1,280 (835) 6,436 (687) ----------- ----------- ----------- ----------- Net income (loss) 2,390 (890) (60,287) 3,503 =========== =========== =========== =========== Basic net income (loss) per share 0.13 (0.05) (3.27) 0.19 =========== =========== =========== =========== Diluted net income (loss) per share 0.13 (0.05) (3.27) 0.19 =========== =========== =========== =========== Number of outstanding shares used in computing basic net income (loss) per share 18,446,451 18,446,451 18,446,451 18,446,451 Number of outstanding shares used in computing diluted net income (loss) per share 18,446,451 18,446,451 18,446,451 18,446,451 GENESYS CONFERENCING, Notes to the Consolidated Financial Statements Three months Twelve months ended December 31, ended December 31, ------------------- ------------------- Unaudited Unaudited Unaudited Unaudited (In thousands of euros) IFRS IFRS IFRS IFRS --------- --------- --------- --------- NOTE A - EBITDA calculation 2004 2005 2004 2005 --------- --------- --------- --------- Operating income (loss) 4,726 2,642 (58,947) 12,060 Impairment of goodwill and intangible assets (1,035) - 62,154 - Amortization of identifiable intangible assets 709 721 4,610 2,823 Depreciation 2,353 2,195 10,698 8,661 --------- --------- --------- --------- EBITDA (2) 6,753 5,558 18,515 23,544 --------- --------- --------- --------- Stock-based compensation 358 321 1,433 1,292 --------- --------- --------- --------- EBITDA before stock-based compensation 7,111 5,879 19,948 24,836 ========= ========= ========= ========= Three months Twelve months ended December 31, ended December 31, ------------------- ------------------- Unaudited Unaudited Unaudited Unaudited (In thousands of euros) IFRS IFRS IFRS IFRS --------- --------- --------- --------- NOTE B - DETAIL OF FINANCIAL INCOME (EXPENSE), NET 2004 2005 2004 2005 --------- --------- --------- --------- Interest and other financial income 28 173 173 297 Foreign exchange gains 901 1,598 4,238 3,093 --------- --------- --------- --------- Total financial income 929 1,771 4,411 3,390 Interest and other financial expenses 1,445 2,786 5,742 7,877 Foreign exchange losses 3,122 1,692 6,516 3,450 --------- --------- --------- --------- Total financial charges 4,567 4,478 12,258 11,327 --------- --------- --------- --------- Financial expense, net (3,638) (2,707) (7,847) (7,937) ========= ========= ========= ========= Three months Twelve months ended December 31, ended December 31, ------------------- ------------------- Unaudited Unaudited Unaudited Unaudited (In thousands of euros) IFRS IFRS IFRS IFRS --------- --------- --------- --------- NOTE C - DETAIL OF INCOME TAX EXPENSE 2004 2005 2004 2005 --------- --------- --------- --------- Deferred tax credit (expense) 1,426 360 9,093 989 Income tax credit (expense) (146) (1,195) (2,657) (1,676) --------- --------- --------- --------- Total income tax credit (expense) 1,280 (835) 6,436 (687) ========= ========= ========= ========= At December 31, -------------------- Unaudited Unaudited (In thousands of euros) IFRS IFRS --------- --------- NOTE D - DETAIL OF ACCOUNTS RECEIVABLE, NET 2004 2005 --------- --------- Billed portion of accounts receivable, net 21,523 24,226 Un-billed portion of accounts receivable, net 6,260 3,466 --------- --------- Total accounts receivable, net 27,783 27,692 ========= ========= *T