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FILING PURSUANT TO RULE 425 OF THE
SECURITIES ACT OF 1933 AND RULE
14(a)-12 OF THE SECURITIES
EXCHANGE ACT OF 1934
FILER: EXCALIBUR TECHNOLOGIES
CORPORATION
SUBJECT COMPANY: EXCALIBUR
TECHNOLOGIES CORPORATION
NO. 0-9747
The following is a press release, dated November 20, 2000, concerning the Third
Quarter Financial Results of Excalibur Technologies Corporation.
INVESTOR RELATIONS CONTACT:
Dan Agan
Excalibur Technologies
(703) 761-3700
[email protected]
EXCALIBUR TECHNOLOGIES THIRD QUARTER REVENUES UP 47%
OVER PRIOR YEAR
RESULTS REFLECT CONTINUED GROWTH ACROSS BUSINESS SEGMENTS,
GROWING INTERNATIONAL DISTRIBUTION
VIENNA, VA, NOVEMBER 20, 2000 - Excalibur Technologies Corporation (NASDAQ:
EXCA), a leading provider of content management solutions for indexing and
retrieving text, video and images on the Internet and intranets, today reported
financial results for its third fiscal quarter ended October 31, 2000.
Total revenue for the third quarter was $12.3 million, an increase of 47% over
total revenue of $8.4 million reported for the same quarter last fiscal year.
For the quarter, the Company recorded a net loss of $0.4 million, or $0.02 per
common share, compared to a net loss of $1.0 million, or $0.07 per common share
in the third fiscal quarter last year.
For the nine months ended October 31, 2000, total revenue was $33.1 million, an
increase of 31% over total revenue of $25.2 million reported for the same period
last fiscal year. For the nine months, the Company recorded a net loss of $2.0
million, or $0.14 per common share, compared to a net loss of $3.0 million, or
$0.21 per common share, in the same period last fiscal year.
THIRD QUARTER HIGHLIGHTS
Excalibur software product sales increased 51% over the same quarter last year,
primarily due to the growth of both RetrievalWare(R) and Screening Room(R).
Excalibur added over 30 direct customers and generated additional revenue from
20 existing customers during the quarter, bringing its total direct customer
base to over 650.
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EXCALIBUR RETRIEVALWARE(R)
Excalibur RetrievalWare continued making advancements not only in Internet and
e-business accounts, but also in its traditionally strong Intranet portal,
government and OEM business lines. Agreements were signed with BG Technology,
British Gas International, e-Staffs.com, Eutelsat, IXOS Software, Johns Hopkins
University, Mastercard International, Peugeot, Symantec Corp. and Zeneca
Agrochemicals in the corporate portals and online segments, and the Federal
Bureau of Investigation, the Internal Revenue Service, the National Institute of
Allergy and Infectious Diseases, and the Securities and Exchange Commission in
the government sector.
Excalibur also continued to enhance the functionality of its flagship
RetrievalWare and WebExpress products. RetrievalWare(R) 6.8 and RetrievalWare
WebExpress 2.1 feature a full complement of new multimedia content management
capabilities and enhancements. These include a new toolkit specifically for Java
Web developers, a new search interface for intranet users, added capabilities
for indexing secure content, expanded language support, and support for the
latest versions of the industry's leading operating systems, databases, document
management and groupware systems.
EXCALIBUR SCREENING ROOM(R)
New agreements signed for Excalibur Screening Room during the quarter included
Honeywell, KABC-TV, KGO-TV, Sandia National Labs, the University of North Texas
and the U.S. Senate Office of Sergeant at Arms among others. KABC-TV and KGO-TV
have integrated Screening Room into their production operations, enabling
journalists and editors to create video news segments more quickly and
effectively, while Sandia National Laboratories is using the video content
management solution for a Department of Energy Accident Response Group nuclear
disaster training archive.
Excalibur also furthered its push into the video content management arena with
the announcement of Screening Room(R) Capture, the industry's first XML-based
video logger. The scaleable, standards-based video logger will be available as a
stand-alone product or as part of Excalibur's award-winning Screening Room
product for end-to-end capture, encoding, indexing, management and re-purposing
of video content. By providing its customers, integrators and OEMs with such an
open standards-based tool, Excalibur is making the management of video assets
easier than we have ever believed possible.
GLOBAL DISTRIBUTION EXPANSION
During the third quarter Excalibur extended the global reach of its business
through the addition of several developer and reseller partners in France, the
Netherlands, the United Kingdom and the United States. For example, Screening
Room will be available as part of the streaming media solutions offered by
Chyron Internet Services, the first broadcast compliant company to provide
turnkey streaming media technologies and management solutions for companies and
learning institutions.
In addition, Excalibur expanded its current distribution agreement with OCS
Software, a Madrid-based reseller and integrator, to capitalize on the rapidly
growing Internet sector in Latin America. Under the agreement, OCS will offer
Excalibur RetrievalWare and Screening Room products in Latin America through
OCS' offices in Argentina, Brazil, Chile, Colombia, Mexico
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and Peru. The sale to OCS under this agreement represented more than 10% of the
software product revenue for the quarter.
Today, Excalibur's products are sold worldwide through a network of partners and
resellers in 27 countries, including Argentina, Australia, Austria, Belgium,
Canada, the Czech Republic, Denmark, Egypt, France, Germany, Hong Kong, Israel,
Italy, Japan, Korea, the Netherlands, Russia, Saudi Arabia, Scotland, Singapore,
South Africa, Spain, Sweden, Switzerland, Tunisia, the United Kingdom and the
United States. More than 400 indirect customers around the world are using
Excalibur's advanced content management products to streamline operations.
Among Excalibur's network of international resellers are Arco Information
(Belgium), BancTec (Netherlands), Compaq Computer Corp. (Israel), Digital
Equipment (UK), DTI (Switzerland), ExTRA BYTES (Canada), Knowledge Focus (South
Africa), Imagen Digitalizada S.A. (Argentina), INCAD (Czech Republic), KDN
(Korea), LANWorks (Singapore), MetaVest (Russia), SAIC (US) and Sony Marketing
(Japan).
ABOUT EXCALIBUR TECHNOLOGIES CORPORATION
Founded in 1980, Excalibur Technologies Corporation (Nasdaq: EXCA) is a
recognized leader in high-performance, search-powered, multimedia content
management solutions for intelligently capturing, indexing, managing, accessing
and utilizing valuable digital content -- including text, images and video.
Excalibur works with Global 2000 corporations, software developers, application
service providers and government agencies to power Intranet and Internet
solutions, corporate portals and eCommerce sites.
Excalibur customers and partners include ABC News, BG Technology, British
Telecom, CareerBuilder.com, chicagotribune.com, CSC, DataChannel, Digital
Island, Discovery Communications, Encyclopedia Britannica, Exodus, latimes.com,
Loudeye, Microsoft, NCR, Nortel Networks, Parametric Technologies, QXL.com,
Raytheon, RealNetworks, Reuters, Sony, Sun Microsystems, UCLA, United Airlines,
Warner Bros. Online and The World Bank.
On May 1, 2000, Excalibur and Intel announced an agreement to combine
Excalibur's entire business operations with the three Internet business units
that make up Intel's Interactive Media Services division to form a new company
called Convera Corporation. The transaction is subject to customary closing
conditions, including regulatory review and shareholder approval, and is
expected to close in the fourth calendar quarter of 2000. Convera's plans focus
on empowering content owners to extract optimum value from high-worth digital
content over IP networks through advanced, multimedia content management
technologies, products and services.
This release contains comments about our future expectations, performance, plans
and prospects which might constitute forward-looking statements within the
meaning of the Private Securities Litigation Act of 1995. Actual results may
differ materially from our expectations as the result of various important
factors including, but not limited to, the success of our relationships with
strategic partners, Excalibur's ability to continue to develop competitive
products and make timely product releases, effects of competition, and the
rapidly changing marketplace. These and other risks relating to Excalibur's
business and product development efforts are set forth in the
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Company's respective Form 10-K and Form 10-Qs as filed with the Securities and
Exchange Commission.
Contact Excalibur in North America at 800-788-7758 or 703-761-3700, in the
United Kingdom at 44-1344-893-444, via e-mail at [email protected] or visit our
web site at www.excalib.com.
# # #
The Excalibur logo and the following are worldwide registered trademarks of
Excalibur Technologies Corporation: Excalibur Technologies Corp.(R),
RetrievalWare(R), Excalibur Visual RetrievalWare(R), EFS(R), and APRP(R).
Excalibur Internet Spider(TM), Excalibur Video Analysis Engine(TM), Excalibur
Screening Room(TM), The Excalibur Edge(TM) partners program, and their
respective logos are trademarks of Excalibur Technologies Corporation. All other
names or marks may be registered trademarks or trademarks of their respective
owners.
THE CONDENSED, CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE COMPANY
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.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
OCTOBER 31, OCTOBER 31,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Software $ 10,601 $ 7,003 $ 28,106 $ 21,413
Maintenance 1,703 1,363 4,956 3,783
-------- -------- -------- --------
12,304 8,366 33,062 25,196
OPERATING EXPENSES:
Cost of software revenues 2,404 1,229 5,238 3,510
Cost of maintenance revenues 345 542 1,079 1,618
Sales and marketing 5,547 4,064 16,554 11,708
Research and product development 2,934 2,173 8,466 7,035
General and administrative 1,558 1,369 4,105 4,081
-------- -------- -------- --------
12,788 9,377 35,442 27,952
OPERATING LOSS (484) (1,011) (2,380) (2,756)
OTHER INCOME, NET 109 55 336 138
WRITE-OFF OF INVESTMENT IN AFFILIATE -- -- -- (430)
-------- -------- -------- --------
NET LOSS $ (375) $ (956) $ (2,044) $ (3,048)
======== ======== ======== ========
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
BASIC AND DILUTED NET LOSS PER COMMON
SHARE $ (0.02) $ (0.07) $ (0.14) $ (0.21)
======== ======== ======== ========
WEIGHTED-AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED 15,144 14,363 14,926 14,215
</TABLE>
(more)
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THE CONDENSED, CONSOLIDATED BALANCE SHEETS (UNAUDITED) FOR THE COMPANY APPEAR
BELOW AND ARE PRESENTED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY
ACCEPTED IN THE UNITED STATES. ALL AMOUNTS ARE EXPRESSED IN THOUSANDS OF U.S.
DOLLARS.
<TABLE>
<CAPTION>
ASSETS OCTOBER 31, 2000 JANUARY 31, 2000
---------------- ----------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 10,129 $ 10,884
Short term investments 142 178
Accounts receivable, net 17,434 14,254
Prepaid expenses and other 4,309 2,354
------------ ------------
Total current assets 32,014 27,670
OTHER ASSETS, NET 3,087 3,017
------------ ------------
TOTAL $ 35,101 $ 30,687
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,922 $ 1,982
Accrued expenses 1,683 2,474
Deferred revenues 5,076 3,926
------------ ------------
Total current liabilities 9,681 8,382
SHAREHOLDERS' EQUITY 25,420 22,305
------------ ------------
TOTAL $ 35,101 $ 30,687
============ ============
</TABLE>
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Excalibur and Intel filed a preliminary proxy statement/prospectus (and
amendments thereto) and other relevant documents concerning the merger with the
Securities and Exchange Commission (the "Commission"). For a description of the
direct or indirect interests in the transactions concerning the solicitation, we
refer you to this preliminary proxy statement/prospectus and the definitive
proxy statement/prospectus which Excalibur and Intel plan to file with the
Commission.
WE URGE INVESTORS AND STOCKHOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE COMMISSION BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain
free copies of these documents at the Commission's website at www.sec.gov. and
upon oral or written request to Excalibur Technologies Corporation, 1921 Gallows
Road, Suite 200, Vienna, Virginia 22182, Attention: Investor Relations
(telephone number (703) 761-3700.
INVESTORS AND STOCKHOLDERS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY
BEFORE MAKING A DECISION CONCERNING THE MERGER.
Intel, Excalibur and their respective officers and directors may be deemed to be
participants in the solicitation of proxies from Excalibur stockholders with
respect to the transactions contemplated by the merger agreement. Information
concerning the participants in the solicitation is set forth in the proxy
statement/prospectus.
This document contains forward-looking statements, which are based upon current
expectations or beliefs, as well as a number of 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 growth, continued success in technological advances, costs related to the
proposed merger, the inability to obtain governmental approval of the proposed
merger, substantial delay in the expected closing of the merger and the risk
that the business of the Interactive Media Services division of Intel and
Excalibur's businesses will not be integrated successfully, any of which may
cause actual results to differ materially from those described in the
statements. In addition to the factors discussed above, other factors that could
cause actual results to differ materially are discussed in Intel's and
Excalibur's most recent Form 10-Q and Form 10-K filings with the Commission.
