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 Date of Report (Date of earliest event reported): February 26, 2004 InteliData Technologies Corporation (Exact Name of Registrant as Specified in Charter) DELAWARE 000-21685 54-1820617 - -------- --------- ---------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 11600 Sunrise Valley Drive Suite 100 Reston, Virginia 20191 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (703) 259-3000 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits The following document is being furnished as an exhibit to this Current Report on Form 8-K pursuant to Item 12: Exhibit 99.1 Press release issued by InteliData Technologies Corporation on February 26, 2004. Item 12. Results of Operations and Financial Condition. On February 26, 2004, InteliData Technologies Corporation ("InteliData" or the "Company") issued a press release announcing its results of operations and financial condition for the quarter ended December 31, 2003. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. This Current Report on Form 8-K and the press release attached hereto are being furnished by the Company pursuant to Item 12 of Form 8-K, in accordance with SEC Release Nos. 33-8176 and 34-47226, insofar as they report the Company's results of operations and financial condition for the quarter ended December 31, 2003. In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 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 hereunto duly authorized. INTELIDATA TECHNOLOGIES CORPORATION Date: February 26, 2004 By: /s/ John R. Polchin --------------------------------------- John R. Polchin Chief Financial Officer EXHIBIT INDEX Exhibit Number Exhibit - -------------- -------- Exhibit 99.1 Press release issued by InteliData Technologies Corporation on February 26, 2004. EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: John R. Polchin February 26, 2004 Chief Financial Officer (703) 259-3000 INTELIDATA REPORTS FOURTH QUARTER AND FULL-YEAR RESULTS RESTON, VA, February 26, 2004 - InteliData Technologies Corp. (Nasdaq: INTD), a leading provider of electronic bill payment and presentment technologies, today announced financial results for the three-month and twelve-month periods ended December 31, 2003. Revenue for the fourth quarter totaled $4.4 million, a decrease of $954,000 from the $5.3 million as reported for the year-ago quarter. Full-year revenue totaled $20.6 million as compared to $21.5 million for the full-year period of 2002. Gross profit for the three-month and twelve month periods ended December 31, 2003 totaled $2.6 million and $13.1 million, respectively. This resulted in a gross margin for the three-month period of 59% as compared to 61% for the prior-year period, while on a full-year basis, the Company's gross margin increased to 63% as compared to 61% for the twelve months of 2002. Net loss for the three-month and twelve month periods ended December 31, 2003 was $873,000, or $0.02 per share, and $1.6 million, or $0.03 per share, respectively. These net loss results compare to $200,000, or less than $0.01 per share, and $8.6 million, or $0.18 per share, for the comparable year-ago periods. Cash and investments as of December 31, 2003 totaled $7.6 million, compared to $5.7 million as of year-end 2002. The yearend balance includes approximately $3.1 million of net proceeds from a July warrant exercise. <page> "While our recurring revenue from bill payment experienced steady growth across the year, it was unable to offset declines from anticipated Online Banking client departures and the migration of First Hawaiian Bank and Bank of The West to our in-house solution. These events negatively impacted full-year revenues by approximately $3 million, contributing to the 4% year-over-year decrease," said Alfred S. Dominick, Jr., Chairman and CEO. "Despite our improved bottom-line performance during 2003 and considerable technology advancements, the top-line simply did not meet expectations. We do maintain a pipeline comprised of both new and existing client opportunities; however, the ability to project when these prospective sales will be realized remains difficult as banks continue to struggle with project priorities and budgets." With incremental customer de-conversions and migrations expected during the first-half of 2004, coupled with timing uncertainties surrounding current pipeline opportunities, the Company is providing updated 2004 full-year revenue guidance consistent with FY2003 results. However, based on the Company's improved net loss performance during FY2003, the Company remains focused on reaching net income profitability for FY2004. Attached is the financial information comparing results for the three-month and twelve-month periods ended December 31, 2003 to the same periods in 2002. InteliData will hold a conference call today at 4:30 p.m. Eastern Time. Investors can access the call by dialing (888) 375-8244. The conference leader is Al Dominick. International callers can dial (706) 634-5506. A replay can be accessed for 48 hours beginning at 7:30 p.m. on February 26th. Domestic participants may dial (800) 642-1687 and enter Conference ID 5553314, while international callers should dial 706-645-9291 for the replay. Online audio replays will also be available at InteliData's Web site www.intelidata.com, www.streetevents.com and ------------------ -------------------- www.companyboardroom.com for 30 days. ------------------------ About InteliData With over a decade of experience, InteliData provides online banking and Electronic Bill Payment and Presentment (EBPP) technology and services to leading banks, credit unions, brokerage firms, financial institution processors and credit card issuers. The Company develops and markets software products that offer proven scalability, flexibility and security in supplying real-time, Internet-based banking services. The Company also serves as an application service provider by providing Internet hosting and application service provider solutions. Visit the Company's Web site at www.InteliData.com. ------------------ "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This release contains forward looking statements that are subject to risks and uncertainties, including, but not limited to, our ability to continue funding operating losses, our ability to manage our expenses in line with anticipated business levels, the ability of the Company to complete product implementations in required time frames and the Company's ability to maintain customers and increase its recurring revenues and/or reduce operating costs associated with its ASP business, the Company's ability to retain key customers and to increase revenues from existing customers, the impact of competitive products, pricing pressure, product demand and market acceptance risks, pace of consumer acceptance of home banking and reliance on the Company's bank clients to increase usage of Internet banking by their customers, the effect of general economic conditions on the financial services industry, mergers and acquisitions, risk of integration of the Company's technology by large software companies, the ability of financial institution customers to implement applications in the anticipated time frames or with the anticipated features, functionality or benefits, reliance on key strategic alliances and newly emerging technologies, the ability of the Company to leverage its third party relationships into new business opportunities in the EBPP market, the on-going viability of the mainframe marketplace and demand for traditional mainframe products, the ability to attract and retain key employees, the availability of cash for long-term growth, product obsolescence, ability to reduce product costs, fluctuations in operating results, delays in development of highly complex products and other risks detailed from time to time in InteliData filings with the Securities and Exchange Commission. These risks could cause the Company's actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, InteliData. InteliData is not under any obligation (and expressly disclaims an obligation to) update or alter its forward-looking statements, whether as a result of new information or otherwise. # # # INTELIDATA TECHNOLOGIES CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2003 AND 2002 (in thousands, except share data; unaudited) 2003 2002 ------------ ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 7,603 $ 5,674 Accounts receivable, net 2,890 2,974 Other receivables 180 309 Prepaid expenses and other current assets 625 802 ------------ ------------ Total current assets 11,298 9,759 NONCURRENT ASSETS Property and equipment, net 1,529 2,554 Goodwill, net 26,238 26,238 Intangibles, net 5,060 5,780 Other assets 211 175 ------------ ------------ TOTAL ASSETS $ 44,336 $ 44,506 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,531 $ 2,081 Accrued expenses 1,599 3,458 Deferred revenues 1,351 1,673 Other liabilities 364 252 Net liabilities of discontinued operations 45 51 ------------ ------------ TOTAL CURRENT LIABILITIES 4,890 7,515 Other liabilities 380 337 Net liabilities of discontinued operations 75 200 ------------ ------------ TOTAL LIABILITIES 5,345 8,052 ------------ ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock, $0.001 par value; authorized 5,000,000 shares; no shares issued and outstanding -- -- Common stock, $0.001 par value; authorized 100,000,000 shares; issued 52,065,000 shares in 2003 and 49,797,000 shares in 2002; outstanding 51,231,000 shares in 2003 and 48,991,000 shares in 2002 52 50 Additional paid-in capital 306,963 302,833 Treasury stock, at cost: 834,000 shares in 2003 and 806,000 shares in 2002 (2,546) (2,473) Deferred compensation (228) (304) Accumulated other comprehensive income -- -- Accumulated deficit (265,250) (263,652) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 38,991 36,454 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 44,336 $ 44,506 ============ ============ INTELIDATA TECHNOLOGIES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002 (in thousands, except per share data; unaudited) Three months ended Twelve months ended December 31, December 31, ----------------------------- ------------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Revenues 4,362 5,316 20,630 21,495 Cost of revenues 1,809 2,060 7,549 8,474 ----------- ----------- ------------ ----------- Gross profit 2,553 3,256 13,081 13,021 Operating expenses General and administrative 2,059 1,324 7,496 8,629 Selling and marketing 581 400 1,910 2,947 Research and development 1,074 1,701 5,020 8,807 Amortization of intangibles 180 180 720 720 ----------- ----------- ----------- ----------- Total operating expenses 3,894 3,605 15,146 21,103 ----------- ----------- ----------- ----------- Operating loss (1,341) (349) (2,065) (8,082) Realized gain (loss) on sales of investments -- -- -- (748) Other income (expenses), net 180 12 179 99 ----------- ----------- ----------- ----------- Loss before income taxes (1,161) (337) (1,886) (8,731) Provision (benefit) for income taxes (288) (137) (288) (137) ----------- ----------- ----------- ----------- Net Loss $ (873) $ (200) $ (1,598) $ (8,594) ============ =========== =========== =========== Basic and diluted earnings (loss) per common share $ (0.02) $ (0.00) $ (0.03) $ (0.18) ============ =========== =========== =========== Basic and diluted weighted-average common shares outstanding 51,078 48,840 50,028 48,869 ============ =========== =========== ===========