-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EXQMs9E/7cl0fQwfJ6XkzxGaunAGH1F7hb1O4EJxbPHHwyA6WYfpUwAF+hg3mSFF XId6jEwohSe9VHzuvAJqRw== 0000932799-08-000094.txt : 20080401 0000932799-08-000094.hdr.sgml : 20080401 20080401110929 ACCESSION NUMBER: 0000932799-08-000094 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONVERA CORP CENTRAL INDEX KEY: 0001125536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 541987541 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31989 FILM NUMBER: 08727813 BUSINESS ADDRESS: STREET 1: 1921 GALLOWS ROAD SUITE 200 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7037615254 MAIL ADDRESS: STREET 1: 1921 GALLOWS ROAD STREET 2: SUITE 200 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: EXCA HOLDINGS INC DATE OF NAME CHANGE: 20001002 8-K 1 form8k.txt FORM 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 26, 2008 Date of Report (Date of Earliest Event Reported) CONVERA CORPORATION ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-31989 54-1987541 (State or other (Commission File No.) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 1921 GALLOWS ROAD, SUITE 200 VIENNA, VIRGINIA 22182 ------------------------------------------------------------------------------- (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (703) 761-3700 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): _____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) _____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) _____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) _____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results Of Operations And Financial Condition Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of Convera Corporation (the "Company"), dated March 26, 2008, reporting the Company's financial results for the fiscal quarter and fiscal year ended January 31, 2008. Such information, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 9.01(d). Financial Statements and Exhibits 99.1 Press Release of Convera Corporation dated March 26, 2008. SIGNATURE 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, thereto duly authorized. CONVERA CORPORATION By: /s/Matthew G. Jones _______________________ Matthew G. Jones Chief Financial Officer Date: March 27, 2008 3 EX-99 2 exhibit991.txt EXHIBIT 99.1 - PRESS RELEASE Contact: Todd Petruska Burson-Marsteller 212-614-4704 todd.petruska@bm.com Convera(R) Reports Fourth Quarter and Fiscal Year 2008 Financial Results Vienna, Va., March 26, 2008 - Convera Corporation (NASDAQ: CNVR) - www.convera.com - a leading provider of vertical search services for publishers, today announced financial results for the three-month period and fiscal year ended January 31, 2008. On August 9, 2007, the Company completed the sale of the assets of its RetrievalWare(R) enterprise search business to Fast RW Software for $23 million, including $18.1 million of cash, $4.0 million of restricted cash held in escrow and the assumption of approximately $0.9 million of liabilities related to the employees of the RetrievalWare business. The Company recognized a $17.9 million gain on this transaction. All revenue and expenses reported for the RetrievalWare enterprise search business for the three-month and fiscal year periods ended January 31, 2008 and 2007 were reported as discontinued operations in the statement of operations. The assets and liabilities of the RetrievalWare enterprise search business are reported as "held for sale" on the January 31, 2007 balance sheet. Revenue from continuing operations for the fourth quarter of fiscal 2008 totaled $280,000, an increase of $163,000 over the comparable year-ago period. Revenue from continuing operations for the fiscal year ended January 31, 2008 totaled $1,118,000, an increase of $849,000 over the prior year. As of January 31, 2008, a total of 39 Excalibur supported vertical search sites from 24 different publishers are in production. There were three vertical search sites from a single publisher in production at January 31, 2007. Search activity from the Excalibur supported vertical sites increased from 7.8 million searches in the third quarter to 9.5 million in the 4th quarter. As of today, a total of 45 Excalibur supported vertical search sites have been launched into production. With the sites currently in production and those in development, Convera is presently providing vertical search services to 30 different trade publishers. Patrick Condo, President and CEO of Convera, stated, "We are pleased with the progress we are making in acquiring customers, launching sites and increasing the traffic on our network. We expect to see the financial results of this effort evidenced in this next fiscal year as the impact of our efforts to increase revenue and decrease expenses becomes clear beginning in the first quarter of this fiscal year. The loss from continuing operations for the three-month period ended January 31, 2008, was $7.2 million, or $0.13 per share, compared to a loss of $8.6 million, or $0.16 per share, for the comparable year-ago period. The net loss from continuing operations for the fiscal year January 31, 2008, was $27.0 million, or $0.51 per share, compared to a loss of $45.3 million, or $0.87 per share, for the comparable year-ago period. The decreased loss reflects the decrease in staffing and Convera's efforts to discontinue non-strategic activities from streamlining actions taken during fiscal 2008. Convera expects further benefits from these actions in the coming quarters as a result of continued alignment of resources to pursue the publishing marketplace. Income from discontinued operations was $166,000 or $0.00 per share for the three-month period ended January 31, 2008, compared to a net loss of $1.1 million or $0.02 per share for the comparable year-ago period. Net income from discontinued operations for the three months ended represents an adjustment to the gain recognized from the sale of RetrievalWare due to favorable finalization of the purchase price adjustment and other transaction related contingencies. Income from discontinued operations for the fiscal year ended was $17.9 million or $0.34 per share, compared to net income of $456,000 or $0.01 per share in the comparable period of the prior fiscal year. Net income from discontinued operations for the fiscal year ended January 31, 2008, includes the $17.9 million gain recognized from the sale of the RetrievalWare business and $20,000 in income from operating this discontinued business. Net loss for the three months ended January 31, 2008 was $7.0 million or $0.13 per share, which compares to a net loss of $9.7 million or $0.18 per share, for the comparable period of the prior year. Net loss for the fiscal year ended January 31, 2008, which includes the $17.9 million gain recognized on the sale of the RetrievalWare business, was $ 9.1 million or $0.17 per share, which compares to a net loss of $44.8 million or $0.86 per share, for the comparable period of the prior year. Cash and investments as of January 31, 2008, totaled $36.6 million. The attached financial information compares the results of operations for the three-months and fiscal year ended January 31, 2008, to the same periods in 2007, and the balance sheet as of January 31, 2008 and 2007. The condensed, consolidated statements of operations for the Company for the three months ended January 31, 2008 and 2007 appear below and are presented in accordance with accounting principles generally accepted in the United States. All amounts, except per share amounts, are expressed in thousands of U.S. dollars. Three Months Ended January 31, ---------------------------------------------------------- 2008 2007 ====== ====== Continuing Operations: (unaudited) (unaudited) Revenues: Hosted services $ 280 $ 117 Operating Expenses: Cost of revenue - hosted services 3,199 2,021 Sales and marketing 896 1,035 Research and product development 1,076 2,560 General and administrative 2,026 3,698 Amortization of capitalized software - - development costs - - Impairment of long lived assets 603 - ---------- ---------- Total Expense 7,800 9,314 ---------- ---------- Operating loss (7,520) (9,197) Interest income , net 364 602 ---------- ---------- Loss from continuing operations $ (7,156) $ (8,595) ---------- ---------- Discontinued Operations: Loss from discontinued operations - (1,142) Gain on sale of discontinued operation 166 - ---------- ---------- Income (loss) from discontinued operations 166 (1,142) ---------- ---------- Net Loss $ (6,990) $ (9,737) ============ ============ Earning (loss) per share - basic & diluted Continuing operations $ (0.13) $ (0.16) Discontinued operations 0.00 (0.02) ---------- ---------- $ (0.13) $ (0.18) ---------- ---------- Weighted average number of common shares outstanding - basic and diluted 53,280 52,810 ============ ============ The condensed, consolidated statements of operations for the Company for the fiscal years ended January 31, 2008 and 2007 appear below and are presented in accordance with accounting principles generally accepted in the United States. All amounts, except per share amounts, are expressed in thousands of U.S. dollars. Fiscal Year Ended January 31, ---------------------------------------------------------- 2008 2007 ====== ====== Continuing Operations: Revenues: Hosted services $ 1,118 $ 269 Operating Expenses: Cost of revenue - hosted services 9,660 8,138 Sales and marketing 3,880 4,386 Research and product development 4,652 11,010 General and administrative 11,179 14,833 Amortization of capitalized software - - development costs - 3,045 Impairment of long lived assets 603 6,407 ---------- ---------- Total Expense 29,974 47,819 ---------- ---------- Operating loss (28,856) (47,550) Interest income , net 1,815 2,267 ---------- ---------- Loss from continuing operations $ (27,041) $ (45,283) ---------- ---------- Discontinued Operations: Income from discontinued operations 20 456 Gain on sale of discontinued operation 17,925 - ---------- ---------- Income (loss) from discontinued operations 17,945 456 ---------- ---------- Net Loss $ (9,096) $ (44,827) ============ ============ Earning (loss) per share - basic & diluted Continuing operations $ (0.51) $ (0.87) Discontinued operations 0.34 0.01 ---------- ---------- $ (0.17) $ (0.86) ============ ============ Weighted average number of common shares outstanding - basic and diluted 53,146 52,222 ============ ============ The condensed, consolidated Balance Sheets for the Company as of January 31, 2008, and January 31, 2007, appear below and are presented in accordance with accounting principles generally accepted in the United States. All amounts, except per share amounts, are expressed in thousands of U.S. dollars Assets January 31, 2008 January 31, 2008 ================== ================== (unaudited) (unaudited) Current Assets: Cash and cash equivalents $ 36,641 $ 47,504 Accounts receivable, net 182 170 Escrow, Prepaid expenses and other 4,002 1,022 Assets held for sale - 6,281 ---------- ---------- Total current assets 40,825 54,977 Equipment and leasehold improvements, net 4,913 3,714 Other assets 629 590 ---------- ---------- Total assets $ 46,367 $ 59,281 ============ ============ Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $ 699 $ 1,796 Accrued expenses 2,282 2,232 Deferred revenues 651 725 Liabilities held for sale - 3,431 ---------- ---------- Total Liabilities 3,632 8,184 Shareholder's Equity 42,735 51,097 Total liabilities and shareholders' equity $ 46,367 $ 59,281 ========== ========== About Convera(R) Convera is the leading provider of vertical search services for publishers. Convera enables publishers to generate additional revenue by creating customized search applications for specialist audiences under their own brand. Convera vertical search applications can combine publisher proprietary content with an editorially vetted best of the Web for specific professional audiences, providing an authoritative and comprehensive search experience. Many of the world's largest publishers are working with Convera to accelerate their e-publishing strategies, meet growing online revenue goals and build loyal online professional communities. ### This release, including any statements from Convera personnel, contains statements about Convera's future expectations, performance, plans, and prospects, as well as assumptions about future events. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including without limitation, business and economic conditions and trends; the ability to continue funding operating losses; fluctuations in operating results including impacts from reduced corporate IT spending and lengthier sales cycles; continued success in technological advances and development; possible disruption in commercial activities caused by terrorist activity and armed conflict, such as changes in logistics and security arrangements; reduced customer demand relative to expectations; competitive factors; and other risk factors listed from time to time in the company's reports to the Securities and Exchange Commission. Actual results may differ materially from our expectations as the result of these and other important factors relating to Convera's business and product development efforts, which are further described in Convera's filings with the SEC. These filings can be obtained from the SEC's website located at www.sec.gov. Any forward-looking statements are based on information available to Convera on the date of this release, and Convera assumes no obligation to update such statements. Convera(R) and the Convera design logo are trademarks of Convera in the United States and other countries. -----END PRIVACY-ENHANCED MESSAGE-----