================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------------------ For the Quarter ended: March 31, 1999 Commission File Number 000-21685 INTELIDATA TECHNOLOGIES CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 54-1820617 (State of incorporation) (I.R.S. Employer Identification Number) 11600 Sunrise Valley Drive, Suite 100, Reston, VA 20191 (Address of Principal Executive Offices) (703) 259-3000 (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- The number of shares of the registrant's Common Stock outstanding on March 31, 1999 was 31,771,505. ================================================================================ INTELIDATA TECHNOLOGIES CORPORATION QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS Page ---- PART I - FINANCIAL INFORMATION Item 1. Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets March 31, 1999 and December 31, 1998 ........................3 Condensed Consolidated Statements of Operations Three Months Ended March 31, 1999 and 1998 ..................4 Condensed Consolidated Statement of Changes in Stockholders' (Deficit) Equity Three Months Ended March 31, 1999............................5 Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 1999 and 1998...................6 Notes to Condensed Consolidated Financial Statements ........7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................9 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K............................16 SIGNATURE.....................................................................17 PART I: FINANCIAL INFORMATION - ------------------------------- ITEM 1. FINANCIAL STATEMENTS - ------------------------------ INTELIDATA TECHNOLOGIES CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS MARCH 31, 1999 AND DECEMBER 31, 1998 (in thousands, except share data; unaudited) 1999 1998 ------------ ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 6,395 $ 8,050 Accounts receivable, net of allowances of $697 in 1999 and $592 in 1998 2,083 2,113 Prepaid expenses and other current assets 97 143 ------------ ------------ Total current assets 8,575 10,306 NONCURRENT ASSETS Property and equipment, net 272 348 Other assets 257 257 ------------ ------------ TOTAL ASSETS $ 9,104 $ 10,911 ============ ============ LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES Accounts payable $ 1,628 $ 1,344 Accrued expenses and other liabilities 838 910 Deferred revenues 2,923 3,056 Net liabilities of discontinued operations 4,761 5,270 ------------ ------------ TOTAL CURRENT LIABILITIES 10,150 10,580 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' (DEFICIT) EQUITY Preferred stock, $0.001 par value; authorized 5,000,000 shares; no shares issued and outstanding -- -- Common stock, $0.001 par value; authorized 60,000,000 shares; issued 32,453,005 shares in 1999 and 32,293,005 shares in 1998; outstanding 31,771,505 shares in 1999 and 31,611,505 shares in 1998 32 32 Additional paid-in capital 247,684 247,359 Treasury stock, at cost (2,064) (2,064) Deferred compensation (333) (152) Accumulated deficit (246,365) (244,844) ------------ ------------ TOTAL STOCKHOLDERS' (DEFICIT) EQUITY (1,046) 331 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY $ 9,104 $ 10,911 ============ ============ See accompanying notes to condensed consolidated financial statements. INTELIDATA TECHNOLOGIES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (in thousands, except per share data; unaudited) 1999 1998 ------------- -------------- Revenues Software $ 162 $ -- Consulting and services 189 148 Leasing and other 1,773 2,323 ------------- -------------- Total revenues 2,124 2,471 ------------- -------------- Cost of revenues Software 16 -- Consulting and services 41 9 Leasing and other 380 705 ------------- -------------- Total cost of revenues 437 714 ------------- -------------- Gross profit 1,687 1,757 Operating expenses General and administrative 1,638 1,435 Selling and marketing 708 642 Research and development 905 641 ------------- -------------- Total operating expenses 3,251 2,718 ------------- -------------- Operating loss (1,564) (961) ------------- -------------- Other income 43 136 ------------- -------------- Loss before income taxes (1,521) (825) Income taxes -- -- ------------- -------------- Net loss from continuing operations (1,521) (825) Discontinued operations: Loss from operation of telecommunications and interactive services (net of income taxes) -- (3,237) Loss on disposal of telecommunications and interactive services (net of income taxes) -- (760) ------------- -------------- Total discontinued operations -- (3,997) ------------- -------------- Net loss $ (1,521) $ (4,822) ============= ============== Basic and diluted loss from continuing operations per common share $ (0.05) $ (0.03) ============= ============== Basic and diluted loss from discontinued operations per common share $ 0.00 $ (0.12) ============= ============== Basic and diluted loss per common share $ (0.05) $ (0.15) ============= ============== Basic and diluted weighted average shares 31,693 31,171 ============= ============== See accompanying notes to condensed consolidated financial statements. INTELIDATA TECHNOLOGIES CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY THREE MONTHS ENDED MARCH 31, 1999 (in thousands; unaudited) Common Stock Additional ----------------- paid-in Treasury Deferred Accumulated Comprehensive Shares Amount capital Stock Compensation Deficit Loss Total -------- -------- ---------- --------- ------------ ----------- ------------- ---------- Balance at December 31, 1998 31,612 $ 32 $ 247,359 $ (2,064) $ (152) $(244,844) $ - $ 331 Issuance of common stock: Exercise of stock options 100 - 98 - - - - 98 Issuance of restricted stock 69 - 111 - (111) - - - Issuance of stock warrants - - 141 - (141) - - - Cancellation of restricted stock (9) - (25) - 25 - - - Compensation expense - - - - 46 - - 46 Net loss - - - - - (1,521) (1,521) (1,521) -------- -------- ---------- --------- ------------ ----------- ------------- ---------- Balance at March 31, 1999 31,772 $ 32 $ 247,684 $ (2,064) $ (333) $ (246,365) $ (1,521) $ (1,046) ======== ======== ========== ========= ============ =========== ============= ========== See accompanying notes to condensed consolidated financial statements. INTELIDATA TECHNOLOGIES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (in thousands; unaudited) 1999 1998 ------------ ------------ Cash flows from operating activities Net loss $ (1,521) $ (4,822) Adjustments to reconcile net loss to net cash used in operating activities: Loss from discontinued operations -- 3,237 Loss on disposal of discontinued operations -- 760 Depreciation and amortization 76 188 Provision for losses on accounts receivable 105 -- Deferred compensation expense 181 18 Other noncash activities -- 30 Changes in certain assets and liabilities: Accounts receivable (30) 1,039 Prepaid expenses and other current assets 46 78 Accounts payable 284 121 Accrued expenses (72) (1,568) Deferred revenues (133) 707 ------------ ------------ Net cash used in operating activities (1,064) (212) ------------ ------------ Cash used in operating activities of discontinued operations (689) (382) Cash flows from investing activities Proceeds from the sale of short-term investments -- 4,296 Purchases of property and equipment -- (95) ------------ ------------ Net cash provided by investing activities -- 4,201 ------------ ------------ Cash flows from financing activities Proceeds from issuances of common stock, net of discount 98 -- Payment of short-term borrowings-discontinued operations -- (1,500) ------------ ------------ Net cash provided by (used in) financing activities 98 (1,500) ------------ ------------ (Decrease) increase in cash and cash equivalents (1,655) 2,107 Cash and cash equivalents, beginning of period 8,050 2,055 ------------ ------------ Cash and cash equivalents, end of period $ 6,395 $ 4,162 ============ ============ See accompanying notes to condensed consolidated financial statements. INTELIDATA TECHNOLOGIES CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) (1) Basis of Presentation The condensed consolidated balance sheet of InteliData Technologies Corporation ("InteliData" or "Company") as of March 31, 1999, and the related condensed consolidated statements of operations and cash flows for the three month periods ended March 31, 1999 and 1998 presented in this Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results for a full year. Certain amounts have been reclassified to conform to the current year presentation. The condensed consolidated financial statements and notes are presented as required by Form 10-Q, and do not contain certain information included in the Company's annual audited financial statements and notes. These financial statements should be read in conjunction with the annual audited financial statements of the Company and the notes thereto, together with management's discussion and analysis of financial condition and results of operations, contained in the Form 10-K for the fiscal year ended December 31, 1998. (2) Subsequent Events On April 16, 1999, the Company announced that it had entered into a letter of intent with Home Financial Network, Inc. ("HFN"), a Delaware corporation. The letter of intent contemplates that InteliData and HFN shall each be merged with and into a newly-formed Delaware corporation ("Newco"). The merger is subject to execution of a definitive agreement, InteliData and HFN stockholder approval and other customary conditions. Under the letter of intent, InteliData's stockholders would receive approximately 63% of the stock of Newco and HFN's stockholders approximately 37%. On April 5, 1999, the Company entered into an employment agreement with Alfred S. Dominick, Jr., President and Chief Executive Officer. As part of the agreement, a stock award was granted which will result in a charge of $244,000 to the second quarter income statement. (3) Segment Reporting The company maintains operations in two primary operating segments: Internet Banking and Leasing. The basis for determining the Company's operating segments is the manner in which financial information is used by the Company in its operations. Management operates and organizes itself according to business units which comprise unique products and services. Operating (loss) income in these two market segments represents total revenues less operating expenses, and excludes other income and expense and income taxes. Segment financial information is as follows (in thousands): ----------------------------------------------------------------------- Internet Banking Leasing Consolidated ----------------------------------------------------------------------- 1999 First Quarter Revenues $ 1,034 $ 1,090 $ 2,124 Operating (loss) income (1,944) 380 (1,564) 1998 First Quarter Revenues $ 807 $ 1,664 $ 2,471 Operating (loss) income (1,789) 964 (825) ----------------------------------------------------------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL - ---------------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS ----------------------------------- THREE MONTHS ENDED MARCH 31, 1999 AND 1998 Revenues The Company's first quarter revenues were $2,124,000 in 1999 compared to $2,471,000 in 1998, a decrease of $347,000. The decrease is attributed primarily to the expected decrease in the billable Caller ID leases and was partially offset by recognized software revenues. During the first quarter of 1999, software revenues contributed $162,000, consulting and services contributed $189,000 and other revenues contributed $1,773,000. Other revenues consisted of $1,090,000 from leasing activities, and $683,000 from royalties relating to the Visa Bill-Pay System. During the first quarter of 1998, there were no software revenues, consulting and services contributed $148,000 and other revenues contributed $2,323,000. Other revenues consisted of $1,698,000 from leasing activities, and $625,000 from royalties relating to the Visa Bill-Pay System. Cost of Revenues The Company's first quarter cost of revenues was $437,000 in 1999 compared to $714,000 in 1998, a decrease of $277,000. The decrease is attributed primarily to the change in product mix and decreased costs on the Caller ID leasing activities, which earned 65% gross profit margins in 1999 compared to 58% gross profit margins in 1998. During the first quarter of 1999, software cost of revenues contributed $16,000, consulting and services contributed $41,000 and other cost of revenues contributed $380,000. Other cost of revenues consisted of expenses associated with leasing activities. During the first quarter of 1998, there were no software cost of revenues, consulting and services contributed $9,000 and other cost of revenues contributed $705,000. Other cost of revenues consisted of expenses associated with leasing activities. Overall gross profit margins increased to 79% for the first quarter of 1999 from 71% for the first quarter of 1998. The increase in gross profit margins was attributed primarily to the lack of depreciation expense for the leasing activities in the first quarter of 1999. The lease base became fully depreciated during the first quarter of 1998. The Company anticipates that gross profit margins may fluctuate in the future due to changes in product mix and distribution, competitive pricing pressure, the introduction of new products and changes in the volume and terms of leasing activity. General and Administrative General and administrative expenses were $1,638,000 for the first quarter of 1999 as compared to $1,435,000 in the first quarter of 1998. The increase of $203,000 was primarily the result of relocation expenses for the Company's headquarters. Throughout the year, the Company expects to control general and administrative expenses and plans to continually assess its operations in managing the continued development of infrastructure to handle the anticipated business levels. Selling and Marketing Selling and marketing expenses increased to $708,000 for the first quarter of 1999 from $642,000 for the same period last year. The increase is attributed primarily to increases in the number of Selling and Marketing employees, travel and professional services, advertising and trade shows. The Company's primary emphasis in the first quarter of 1999 was on marketing efforts in promoting the Company's brand name products. Research and Development Research and development costs were $905,000 in the first quarter of 1999 as compared to $641,000 for the same period in 1998. The increase of $264,000 was largely attributable to increases in employee expenses, as well as outside consulting services, expansion of the Company's development facility in Ohio and noncapitalized equipment purchases. The Company primarily invests research and development expenses in writing and developing the Interpose Transaction Engine for the Open Financial Exchange ("OFX") standard. Other Income Other income, primarily interest income, was $43,000 for the first quarter of 1999 compared to $136,000 for the same period in the prior year. The decrease of $93,000 was due to decreased cash and cash equivalents and short-term investment balances for the first quarter of 1999 compared to the first quarter of 1998, primarily related to use of investments to fund operations during 1998. The Company did not incur interest expense in the first quarters of 1999 and 1998. Discontinued Operations Discontinued operations for the Company consist of business activities of the telecommunications and interactive services divisions. During 1998, the Company recorded liabilities to account for the operations and activities of discontinued operations. For the first quarter of 1998, the loss from operations of discontinued operations (net of income taxes) was $3,237,000; the loss on disposal of discontinued operations was $760,000. Discontinued operations reported revenues of $662,000 and $14,855,000 during the first quarter of 1999 and 1998, respectively. Weighted Average Outstanding Shares and Basic and Diluted Loss Per Common Share The basic and fully diluted weighted average shares increased to 31,693,000 for the first quarter of 1999 compared to 31,171,000 for the first quarter of 1998. The increase resulted primarily from the exercise of stock options and the granting of certain stock awards during 1998 and the first quarter of 1999. As a result of the foregoing, basic and diluted loss from continuing operations per common share was $(0.05) and $(0.03) for the first quarter of 1999 and 1998, respectively. Basic and diluted loss from discontinued operations per common share was $0.00 and $(0.12) for the first quarter of 1999 and 1998, respectively. Basic and diluted loss per common share was $(0.05) and $(0.15) for the first quarter of 1999 and 1998, respectively. LIQUIDITY AND CAPITAL RESOURCES During the first quarter of 1999, the Company's cash, equivalents and short-term investments decreased by $1,655,000 resulting from the financing of current operations and working capital as well as cash expenses associated with discontinued operations. At March 31, 1999, the Company had $6,395,000 in cash and cash equivalents. Cash equivalents are investments that are highly secure and are considered to be available-for-sale. At March 31, 1999, the Company had negative working capital of $1,575,000 with no long-term debt. The Company's total liabilities exceeded total assets by $1,046,000. During the first quarter of 1999, cash used in operating activities was $1,064,000 compared to $212,000 in the same period in 1998. Cash flows from operations during the first quarter of 1999 include uses of cash for certain fixed costs in operating expenses, and payment of certain liabilities, offset in part by net cash generated from the Company's net activities of prepaid expenses and accounts payable. Discontinued operations used $689,000 in the first quarter of 1999 compared to using $382,000 in the first quarter of 1998. Cash used in the first quarter of 1999 was primarily attributed to crediting retail customers for returned product and payroll associated with certain employees, offset by sales of inventories. The Company did not have any investing activities during the first quarter of 1999 compared to providing $4,201,000 during the same period in 1998. During the first quarter of 1998, cash provided by investing activities was primarily contributed by the sale of short-term investments offset in part by the purchase of certain property and equipment, primarily to support an upgrade for the Company's internal networks. Financing activities provided $98,000 in the first quarter of 1999 compared to using $1,500,000 in the same period in 1998. Financing activities in the first quarter of 1999 consisted of proceeds from the sale of the Company's common stock through stock option exercises. Financing activities in the first quarter of 1998 consisted of the repayment of short-term borrowings from December 31, 1997. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flows to meet its obligations on a timely basis, to obtain additional financing, and ultimately to attain profitability. To that extent, management has retained an investment banking firm to assist in investigating additional financing sources and has signed a letter of intent to merge with Home Financial Network, Inc., which has substantially more cash than the Company. In addition, the Company's accuracy in predicting revenues and cash flow is limited in that the sale of the Company's core product is reliant on the banking industry's willingness to invest in a new market, internet banking. This market segment is slowly evolving and is subject to a number of variables in 1999 that will determine the timing and quantity of new sales that the Company is able to achieve. Such variables include: (1) the effect of consolidations in the banking industry; (2) financial institutions' progress on Year 2000 compliance; and (3) the banking customers' willingness to invest freely in an untested customer channel. These reasons further require that the Company raise additional working capital in order to have adequate funds in 1999 to remain competitive as the product demand evolves. The Company received notification from the Nasdaq Stock Market that it intended to delist the Company's common stock from the Nasdaq Stock Market, effective May 4, 1999, due to the Company's failure to meet Nasdaq's net tangible asset requirement of $4 million. InteliData has appealed Nasdaq's decision in accordance with Nasdaq procedures, initially by requesting a hearing. Such a hearing would likely be scheduled during the second or third calendar quarter of 1999. InteliData has taken steps to remedy its net tangible asset deficiency and intends to adopt further measures in an effort to maintain its Nasdaq listing. InteliData believes that its proposed merger with HFN will permit the Company to comply with Nasdaq's listing requirements. Until a decision is made by Nasdaq's Listings Hearings Department, the Company's common stock will remain listed on Nasdaq. If InteliData is not successful in its appeal, its common stock will continue to trade on the over the counter market or on another appropriate trading exchange or market. The decision by Nasdaq will have no effect on the Company's day-to-day business operations. YEAR 2000 UPDATE General - ------- The inability of computers, software and other equipment utilizing microprocessors to recognize and properly process data fields containing a 2 digit year is commonly referred to as the Year 2000 Compliance issue. As the year 2000 approaches, such systems may be unable to accurately process certain date-based information. The Company believes it has identified all significant applications that will require modification to ensure Year 2000 Compliance. Internal and external resources are being used to make the required modifications and test Year 2000 Compliance. Project - ------- The Company's Year 2000 Project ("Project") is generally proceeding on schedule. In 1996, the Company began a significant re-engineering of its business processes across the Company including improved access to business information through common, integrated computing systems. As a result, the Company replaced its business systems with systems from J.D. Edwards & Company, IBM Corporation and Microsoft Corporation, which are designed to be Year 2000 Compliant. The Company became fully operational on these systems in 1998. The Company has a Project team, with certain sub teams. The Project includes four major areas - corporate business systems, local software systems, third party suppliers of goods and services, and Interpose software systems. The general phases of the Project are: (1) inventorying date-aware items; (2) determining criticality and assigning priorities to identified items; (3) assessing the Year 2000 compliance of items determined to be material to the Company; (4) repairing, replacing or identifying workarounds for material items that are determined not to be Year 2000 Compliant; (5) testing material items; (6) identifying critical third parties; and (7) designing contingency plans. At September 30, 1998, the inventory, priority assessment and compliance assessment phases of each area of the Project were essentially complete. Material items are those believed by the Company to have a risk involving the welfare of our customers or substantially affect revenues. Corporate business systems proceeding on schedule or complete as of March 31, 1999 include hardware and systems software, networks and telecommunications. All corporate systems activities are expected to be complete by mid-1999. Local software systems include process control and instrumentation systems and building systems. Operational improvement projects already underway address some of the Year 2000 concerns. Some manufacturer replacements or upgrades are behind schedule; however, the Company estimates necessary replacements or upgrades will be completed by mid-1999. The third party suppliers phase includes the process of identifying and prioritizing critical suppliers of goods and services, and communicating with them about their plans and progress in addressing the Year 2000 concerns. The Company has recently initiated the identification phase which will be followed by an evaluation of the most critical third parties. These evaluations will be followed by the development of contingency plans as necessary, including plans to use alternative third party vendors, if necessary. This Project phase is scheduled for completion by mid-1999, with monitoring planned through the remainder of 1999. The Company has contingency plans for some mission-critical applications and is working on plans for others. For example, contingency plans for the payroll system have been in place since the second quarter of 1998, while detailed plans for other business processes will be completed by mid-year 1999. A steering committee is closely monitoring the progress of business process contingency plans involving, among other actions, manual workarounds and additional staffing. The Interpose software phase included actions to address the issue of Year 2000 Compliance as it relates to the Company's customer software. The Company believes that its current version of the Interpose software is Year 2000 Compliant. Actions taken to address previous releases of the software were, with minor exceptions, programming changes to replace a non-compliant date conversion routine with one that was already Year 2000 compliant. Any customer whose product was not already compliant was notified of any source code changes and/or release updates made to the product. The Company has issued letters to its customers that assure that any changes pertinent to the correcting Year 2000 concerns were addressed by the third quarter of 1997 and that all future releases of Interpose will be fully year 2000 compliant. Costs - ----- The estimated total cost associated with required modifications to become Year 2000 compliant has not been and is not anticipated to be material to the Company's financial position or results of operations in any given year. The estimated total cost of the Project is or will be expensed and includes allowances for some items for which a fix or workaround is still being determined. Risks - ----- The failure to correct a material Year 2000 problem could result in an interruption in, or failure of certain normal business activities or operations, which could materially and adversely affect the Company's results of operations, liquidity and financial condition. Due to the general uncertainty inherent in the Year 2000 problem, resulting in part from the uncertainty of the Year 2000 readiness of third-party suppliers and customers, the Company is unable to determine at this time whether the consequences of Year 2000 problems will have a material impact on the Company's results of operations, liquidity or financial condition. The Project is expected to reduce significantly the Company's level of uncertainty about the Year 2000 problem and, in particular, about the Year 2000 compliance and readiness of its material third-party suppliers. The Company believes that with the previously accomplished implementation of global business systems and completion of the Project as scheduled, the possibility of material interruptions of normal operations should be reduced significantly. CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 The above information includes forward-looking statements, the realization of which may be impacted by the factors discussed below. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the "Act"). This report contains forward looking statements that are subject to risks and uncertainties, including, but not limited to, the successful completion of the anticipated merger with Home Financial Network, Inc., successful implementation of business strategy, liquidity and capital resources, developing internet banking marketplace, fluctuations in operating results, reliance on Caller ID leasing revenues, InteliData common stock owned by WorldCorp and World Airways, technological considerations, competition, dependence on key employees, volatility of stock price, the Company's ability to continue its listing on the Nasdaq National Market, limited proprietary protection, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, including the risk factors disclosed in the Company's Form 10-K for the fiscal year ended December 31, 1998. These risks could cause the Company's actual results for 1999 and beyond to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Company. The foregoing list of factors should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by the Company prior to the date hereof or the effectiveness of said Act. PART II: OTHER INFORMATION - --------------------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------------------------------------------ (a) Exhibits (* denotes filed herewith) -------- * 10.14 Employment Agreement dated April 5, 1999 between InteliData Technologies Corporation and Alfred S. Dominick, Jr. (b) Reports on Form 8-K ------------------- The Company filed a Current Report on Form 8-K with the Securities and Exchange Commission on April 19, 1999. SIGNATURE Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTELIDATA TECHNOLOGIES CORPORATION By: /s/ Alfred S. Dominick, Jr. ------------------------------------- Alfred S. Dominick, Jr. President and Chief Executive Officer