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): May 5, 2004
InteliData Technologies Corporation
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-21685 54-1820617
-------- --------- ----------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of 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 May 5, 2004.
Item 12. Results of Operations and Financial Condition.
On May 5, 2004, InteliData Technologies Corporation ("InteliData" or the
"Company") issued a press release announcing its results of operations and
financial condition for the quarter ended March 31, 2004. 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 March 31, 2004.
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: May 5, 2004 By: /s/ Alfred S. Dominick, Jr.
-----------------------------
Alfred S. Dominick, Jr.
Chairman, Chief Executive Officer and
Acting Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
Exhibit 99.1 Press release issued by InteliData Technologies
Corporation on May 5, 2004.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Alfred S. Dominick, Jr.
May 5, 2004 Chief Executive Officer
(703) 259-3000
INTELIDATA REPORTS FIRST QUARTER RESULTS
RESTON, VA, May 5, 2004 - InteliData Technologies Corp. (Nasdaq: INTD), a
leading provider of electronic bill payment and presentment ("EBPP")
technologies, today announced financial results for the three-month period ended
March 31, 2004.
Revenues for the first quarter totaled $3.6 million, a decrease of $2.0
million from the $5.6 million reported for the year-ago quarter. Gross profit
for the three-month period ended March 31, 2004 totaled $1.8 million with a
resulting gross margin of 50%. The gross profit and gross margin for the prior
period were $3.7 million and 66%, respectively.
Net losses for the three-month periods ended March 31, 2004 and 2003 were
$1.5 million, or $0.03 per share, and $147,000, or $0.00 per share,
respectively. Cash and cash equivalents as of March 31, 2004 totaled $6.8
million, compared to $7.6 million as of year-end 2003.
"We had a challenging quarter," said Alfred S. Dominick, Jr., Chairman and
CEO. "While we have a relatively stable and predictable flow of revenue from our
established customers, ranging from $14 to $16 million annually, our revenue
shortfall is being driven by a lack of new business to offset the scheduled
migrations from our ASP business. To improve our financial performance,
especially in generating revenues from new business for this year, we are taking
steps to refocus our sales process and improve our operating efficiencies. Our
full-year performance will be impacted by our ability to close new business."
The Company also announced that it has been working with Wachovia
Securities as its financial advisor to help the Company explore a variety of
strategic alternatives.
<page>
The attached financial information compares the results of operations for
the three-month period ended March 31, 2004 to the same period in 2003 and the
balance sheet as of March 31, 2004 to balance sheet as of December 31, 2003.
InteliData will hold a conference call today at 4:30 p.m. Eastern Time. The
conference leader is Al Dominick. Investors can access the call by dialing (888)
375-8244. International callers can dial (706) 634-5506. A replay can be
accessed for 48 hours beginning at 7:30 p.m. on May 5th. Domestic participants
may dial (800) 642-1687 and enter Conference ID 7017209, 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") technologies and services to
leading banks, credit unions, 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 to its customers. 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, the uncertainty as to whether the
Company will be successful in consummating any financial or strategic
transaction, our ability to continue funding operating losses, our ability to
develop, sell, deliver and implement our payment solution products and services,
some of which are largely unproven in a production environment, to financial
institution customers, 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 application services provider ("ASP") business in order to
make this operation profitable, the Company's ability to retain key customers
and to increase revenues from existing customers, the impact of customers
deconverting from use of our products and services to the use of competitive
products or in-house solutions, the effect of planned customer migrations from
outsourced solutions to in-house solutions with a resulting loss of recurring
revenue, 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
<page>
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 electronic bill payment and presentment ("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's 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
MARCH 31, 2004 AND DECEMBER 31, 2003
(in thousands, except share data; unaudited)
<table>
2004 2003
------------ ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 6,761 $ 7,603
Accounts receivable, net 2,074 2,890
Other receivables 129 180
Prepaid expenses and other current assets 552 625
------------ ------------
Total current assets 9,516 11,298
NONCURRENT ASSETS
Property and equipment, net 1,371 1,529
Goodwill, net 26,238 26,238
Intangible asset, net 4,880 5,060
Other assets 211 211
------------ ------------
TOTAL ASSETS $ 42,216 $ 44,336
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,705 $ 1,531
Accrued expenses 1,037 1,599
Deferred revenues 1,167 1,351
Accrued rent 344 364
Net liabilities of discontinued operations 45 45
------------ ------------
TOTAL CURRENT LIABILITIES 4,298 4,890
Accrued rent 302 380
Net liabilities of discontinued operations 28 75
------------ ------------
TOTAL LIABILITIES 4,628 5,345
------------ ------------
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 52,129,000 shares in 2004 and 52,065,000 shares in 2003;
outstanding 51,294,000 shares in 2004 and 51,231,000 shares in 2003 52 52
Additional paid-in capital 307,037 306,963
Treasury stock, at cost: 835,000 shares in 2004 and 834,000 shares in 2003 (2,548) (2,546)
Deferred compensation (207) (228)
Accumulated deficit (266,746) (265,250)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 37,588 38,991
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 42,216 $ 44,336
============ ============
</Table>
INTELIDATA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(in thousands, except per share data; unaudited)
<table>
2004 2003
------------- --------------
Revenues $ 3,592 $ 5,625
Cost of revenues 1,780 1,934
------------- --------------
Gross profit 1,812 3,691
------------- --------------
Operating expenses
General and administrative 1,551 2,089
Sales and marketing 315 393
Research and development 1,306 1,147
Amortization of intangible asset 180 180
------------- --------------
Total operating expenses 3,352 3,809
------------- --------------
Operating loss (1,540) (118)
Other income (expenses), net 44 (29)
------------- ---------------
Loss before income taxes (1,496) (147)
Provision for income taxes -- --
------------- ---------------
Net loss $ (1,496) $ (147)
============== ===============
Basic and diluted earnings (loss) per common share $ (0.03) $ (0.00)
============== ===============
Basic and diluted weighted-average common shares outstanding 51,127 48,853
============= ==============
</table>