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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: JUNE 30, 1998 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)
13100 Worldgate Drive, Suite 600, Herndon, VA 20170
(Address of Principal Executive Offices)
(703) 834-8500
(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 June 30,
1998 was 31,659,616.
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<PAGE>
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
June 30, 1998 and December 31, 1997..........................3
Condensed Consolidated Statements of Operations
Three Months and Six Months Ended June 30, 1998 and 1997.....4
Condensed Consolidated Statement of Changes in
Stockholders' Equity
Six Months Ended June 30, 1998...............................5
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 1998 and 1997......................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
SIGNATURES....................................................................17
<PAGE>
PART I: FINANCIAL INFORMATION
- ------------------------------
ITEM 1: FINANCIAL STATEMENTS
- -----------------------------
INTELIDATA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1998 AND DECEMBER 31, 1997
(in thousands, except share data)
<TABLE>
1998 1997
(unaudited)
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 8,404 $ 2,055
Short-term investments -- 9,304
Accounts receivable, net of allowances of $296
in 1998 and $461 in 1997 1,274 1,309
Inventories 29 7
Net assets of discontinued operations 7,071 31,519
Prepaid expenses and other current assets 144 158
------------ ------------
Total current assets 16,922 44,352
NONCURRENT ASSETS
Property and equipment, net 513 2,022
Other assets 187 328
------------ ------------
TOTAL ASSETS $ 17,622 $ 46,702
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 467 $ 756
Accrued expenses and other liabilities 4,005 4,231
Deferred revenues 2,691 3,396
------------ ------------
Total current liabilities 7,163 8,383
NONCURRENT LIABILITIES
Deferred revenues 625 1,250
------------ ------------
TOTAL LIABILITIES 7,788 9,633
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 60,000,000 shares;
issued 32,341,116 shares in 1998 and 31,862,449 shares in 1997;
outstanding 31,659,616 shares in 1998 and 31,180,949 in 1997 32 32
Additional paid-in capital 246,844 245,699
Treasury stock, at cost (2,064) (2,064)
Deferred compensation (382) (18)
Accumulated other comprehensive income -- 425
Accumulated deficit (234,596) (207,005)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 9,834 37,069
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 17,622 $ 46,702
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(in thousands, except per share data; unaudited)
<TABLE>
Three months ended Six months ended
June 30, June 30,
---------------------------- ----------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES
Software $ -- $ 289 $ -- $ 501
Consulting and services 63 295 211 659
Leasing and other 2,088 2,682 4,411 6,072
----------- ----------- ----------- -----------
Total revenues 2,151 3,266 4,622 7,232
----------- ----------- ----------- -----------
COST OF REVENUES
Software -- 118 -- 223
Consulting and services 25 250 34 590
Leasing and other 524 1,559 1,229 3,355
----------- ----------- ----------- -----------
Total cost of revenues 549 1,927 1,263 4,168
----------- ----------- ----------- -----------
GROSS PROFIT 1,602 1,339 3,359 3,064
OPERATING EXPENSES
General and administrative 1,840 1,509 3,275 3,494
Selling and marketing 645 586 1,287 652
Research and development 716 1,173 1,357 2,282
----------- ----------- ----------- -----------
Total operating expenses 3,201 3,268 5,919 6,428
----------- ----------- ----------- -----------
OPERATING LOSS (1,599) (1,929) (2,560) (3,364)
----------- ----------- ----------- -----------
OTHER INCOME 550 418 686 856
----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAXES (1,049) (1,511) (1,874) (2,508)
INCOME TAXES -- -- -- --
----------- ----------- ----------- -----------
LOSS FROM CONTINUING OPERATIONS (1,049) (1,511) (1,874) (2,508)
DISCONTINUED OPERATIONS
Loss from operation of telecommunications and
interactive service divisions (net of income taxes) (13,487) (1,326) (16,724) (164)
Loss on disposal of telecommunications and
interactive service divisions (8,233) -- (8,993) --
----------- ----------- ----------- -----------
Total discontinued operations (21,720) (1,326) (25,717) (164)
----------- ----------- ----------- -----------
NET LOSS $ (22,769) $ (2,837) $ (27,591) $ (2,672)
=========== =========== =========== ===========
Basic and diluted loss from continuing operations
per common share $ (0.03) $ (0.05) $ (0.06) $ (0.08)
=========== =========== =========== ===========
Basic and diluted loss per common share $ (0.73) $ (0.09) $ (0.88) $ (0.08)
=========== =========== =========== ===========
Basic and diluted weighted average outstanding shares 31,374 31,819 31,273 31,818
=========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1998
(in thousands; unaudited)
<TABLE>
Accumulated
Common stock Additional Other
--------------- paid-in Treasury Comprehensive Deferred Accumulated
Shares Amount capital Stock Income Compensation Deficit Total
------ ------ ---------- -------- ------------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 31,181 $ 32 $ 245,699 $(2,064) $ 425 $ (18) $ (207,005) $ 37,069
Cancellation of common stock (10) -- -- -- -- -- -- --
Issuance of restricted common stock 153 -- 459 -- -- (459) -- --
Cancellation of accrued stock options -- -- 363 -- -- -- -- 363
Exercise of stock options 300 -- 294 -- -- -- -- 294
Employee stock purchase plan 35 -- 29 -- -- -- -- 29
Recognized gain on investments -- -- -- -- (425) -- -- (425)
Compensation expense -- -- -- -- -- 95 -- 95
Net loss -- -- -- -- -- -- (27,591) (27,591)
------ ------ ---------- -------- ------------- ------------ ----------- ----------
Balance at June 30, 1998 31,659 $ 32 $ 246,844 $(2,064) $ -- $ (382) $ (234,596) $ 9,834
====== ====== ========== ======== ============= ============ =========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(in thousands; unaudited)
<TABLE>
1998 1997
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS
Loss from continuing operations $ (1,874) $ (2,508)
Adjustments to reconcile loss from continuing operations
to net cash used in operating activities for continuing operations:
Depreciation and amortization 413 2,131
Restructuring credit -- (1,167)
Deferred compensation and other noncash items (105) (18)
Changes in certain assets and liabilities:
Accounts receivable 235 6
Inventories (22) --
Prepaid expenses and other current assets 14 (230)
Other assets 141 (299)
Accounts payable (289) (318)
Accrued expenses and other liabilities (226) 797
Deferred revenues (1,330) (291)
-------------- --------------
Net cash used in operating activities for continuing operations (3,043) (1,897)
-------------- --------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES OF
DISCONTINUED OPERATIONS 1,301 (10,725)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of short-term investments 9,304 1,006
Purchases of property and equipment-continuing operations (7) (55)
Purchases of property and equipment-discontinued operations -- (231)
-------------- --------------
Net cash provided by investing activities 9,297 720
-------------- --------------
CASH FLOWS USED IN FINANCING ACTIVITIES
Payment of short-term borrowings-discontinued operations (1,500) (2,000)
Proceeds from the issuance of common stock 294 100
-------------- --------------
Net cash used in financing activities (1,206) (1,900)
-------------- --------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,349 (13,802)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD FOR
CONTINUING AND DISCONTINUED OPERATIONS 2,055 26,644
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD FOR CONTINUING
AND DISCONTINUED OPERATIONS $ 8,404 $ 12,842
============== ==============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
(1) BASIS OF PRESENTATION
The condensed consolidated balance sheet of InteliData
Technologies Corporation ("InteliData" or "Company") as of June 30,
1998, and the related condensed consolidated statements of operations
for the three and six month periods ended June 30, 1998 and 1997 and
condensed consolidated cash flows for the six month periods ended June
30, 1998 and 1997 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.
During the second quarter of 1998, the Company adopted a plan to
dispose of the telecommunications division through a sale or
liquidation. As a result, certain financial information previously
issued has been restated to give effect to the classification of this
business as discontinued operations.
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, 1997.
(2) DISCONTINUED OPERATIONS
During the second quarter of 1998, the Company adopted a plan
to dispose of its various telecommunications divisions through a sale
or liquidation. The Company's Caller ID adjunct inventory was sold in
May 1998. Negotiations for the sale of some or all of the remaining
telecommunications assets are being conducted with various parties. At
June 30, 1998, the net assets of discontinued operations, consisting
primarily of inventories, trade receivables, equipment, warehouse
facilities, and liabilities expected to be assumed by others, have been
reclassified as current assets at the estimated net realizable value.
Revenues from discontinued operations were $8,307,000 and
$13,597,000 for the three months ended June 30, 1998 and 1997,
respectively. Revenues from discontinued operations were $23,163,000
and $31,195,000 for the six months ended June 30, 1998 and 1997,
respectively. Included within the loss on disposal was a loss for
discontinued operations aggregating $2,416,000 for the period from the
measurement date, June 1, 1998, to June 30, 1998. Also included in the
loss on disposal is a pretax provision of
<PAGE>
$2,279,000 for estimated operating losses during the phase-out period,
which is expected to be from June 1, 1998 through October 31, 1998.
Loss from discontinued operations is net of income tax benefits
associated with the operations of the telecommunications divisions of
$2,729,000. Noncash activities in the loss from discontinued
operations for the six month period ending June 30, 1998 include
$12,458,000 for the write-down of inventories; and $751,000 for
depreciation and amortization. Noncash activities in the loss on
disposal of discontinued operations include $3,538,000 for the
write-down of property, plant and equipment. Noncash activities
associated with discontinued operations for the six month period
ended June 30, 1997 include $2,131,000 for depreciation and
amortization.
(3) STOCKHOLDERS' EQUITY
On February 24, 1998, the Company's Board of Directors
approved the issuance of up to 200,000 restricted shares of the
Company's common stock under the Company's 1996 Incentive Plan to
employees of the home banking division. Effective April 1, 1998,
153,000 of such shares were issued to employees. Under the terms of the
stock award, the shares may not be sold or transferred for a period of
eighteen months from the date of grant and the shares are forfeitable
should the employee's employment with the Company terminate prior to
the end of the holding period.
On June 9, 1998, the Company offered employees participating
in the Company's Stock Option Plans the opportunity to cancel the
exercisable and unexercisable portions of their stock options as of
June 9, 1998 and replace them with an equal number of options at an
exercise price of $1.00, which was the closing market price on such
date. The Company did not offer this opportunity to the President and
Chief Executive Officer, but offered this opportunity to employees as
an incentive to encourage employee retention. Approximately 944,235
stock options with exercise prices ranging from $1.25 to $23.75 were
replaced. The replacement options vest as follows: the number of
previously granted options exercisable on June 9, 1998 will become
exercisable on December 9, 1998; and the number of previously granted
options unexercisable as of June 9, 1998 will become exercisable over
three years from June 9, 1998 in equal annual increments.
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
RESULTS OF OPERATIONS
- ---------------------
The following represents the results of operations for InteliData Technologies
Corporation for the three and six months ended June 30, 1998 and 1997. Such
information should be read in conjunction with the interim financial statements
and the notes thereto in Part I, Item 1 of this Quarterly Report.
THREE MONTHS ENDED JUNE 30, 1998 AND 1997
Revenues
The Company's second quarter revenues were $2,151,000 in 1998 compared
to $3,266,000 in 1997, a decrease of 34% or $1,115,000. The Company did not sell
any software during the second quarter of 1998 compared to $289,000 in software
revenues in the same period in 1997. Consulting and services revenues aggregated
$63,000 in the second quarter of 1998 for services associated with feasibility
studies for potential clients. During the same period in 1997, the Company
aggregated $295,000 in customer support revenues, which were remarketed by Visa
InterActive to Visa member banks. Leasing and other revenues aggregated
$2,088,000 in the second quarter of 1998 compared to $2,682,000 in the second
quarter of 1997. During the second quarter of 1998, revenues from leasing and
other operations consisted of $1,385,000 from customers within its lease base,
$78,000 in revenues from maintenance contracts related to the sale of software,
and $625,000 from deferred royalty revenues related to an agreement whereby the
Company was prepaid for certain royalties in the fourth quarter of 1997. During
the same period in 1997, the Company recognized $2,203,000 from customers within
its lease base and $479,000 from monthly service fees for bill pay operations.
The number of active records in the Company's installed lease base historically
decreases at a rate of 27% per year. The Company expects this trend to continue.
Cost of Revenues
The Company's second quarter cost of revenues were $549,000 in 1998
compared to $1,927,000 in 1997, a decrease of 72% or $1,378,000. The Company did
not sell any software during the second quarter of 1998 compared to $118,000 in
costs associated with software sales in the same period in 1997. Consulting and
services cost of revenues aggregated $25,000 in the second quarter of 1998 for
services associated with feasibility studies for potential clients. During the
same period in 1997, the Company aggregated $250,000 in cost of revenues for
customer support revenues, which were remarketed by Visa InterActive to Visa
member banks. Cost of revenues associated with leasing and other operations
aggregated $524,000 in the second quarter of 1998 compared to $1,559,000 in the
second quarter of 1997. During the second quarter of 1998, the Company
recognized cost of revenues aggregating $524,000 for its lease base. During
1997, the Company recognized cost of revenues aggregating $1,220,000 from
customers within its lease base and $339,000 from monthly service fees for bill
pay operations. The
<PAGE>
decrease in cost of revenues for the Company's lease base from the second
quarter of 1997 to the second quarter of 1998 was attributed to the lease base
becoming fully depreciated in the first quarter of 1998 and a decrease in the
number of active lease customers.
Overall gross profit margins increased to 74% for the second quarter of
1998 from 41% for the second quarter of 1997. The large increase in gross profit
margins was attributed primarily to a shift in the source of revenues for the
Company and the full depreciation of the Company's lease base. The Company
anticipates that gross profit margins may fluctuate in the future due to changes
in product mix, 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 $1,840,000 for the second
quarter of 1998 as compared to $1,509,000 in the second quarter of 1997. The
increase of $331,000 was attributed to a reversal of estimated restructuring
charges related to the home banking division during the second quarter of 1997.
Exclusive of this adjustment, general and administrative expenses decreased
$836,000 from the same period in the prior year. This decrease is primarily
attributed to a reduction in headcount and other comprehensive cost reduction
measures implemented by the Company as well as the reduction of goodwill
amortization expense resulting from a valuation adjustment in the third quarter
of 1997. 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 anticipated
business levels.
Selling and Marketing
Selling and marketing expenses increased to $645,000 for the second
quarter of 1998 from $586,000 for the same period last year. The Company is
continually expanding its marketing efforts in promoting and developing its
products. The increase of 10% or $59,000 from the same period last year is
attributed primarily to increased direct selling costs related to the
introduction of new products to financial institutions.
Research and Development
Research and development costs were $716,000 in the second quarter of
1998 compared to $1,173,000 for the same period in 1997. The decrease of
$457,000 was largely attributable to cost saving measures relating to personnel
costs and more focused research and development efforts.
Other Income
Other income, primarily investment income, was $550,000 for the second
quarter of 1998 compared to $418,000 for the same period in the prior year. The
increase of $132,000 was attributed to the recognition of realized gains in the
Company's investment portfolio.
<PAGE>
Discontinued Operations
During the second quarter of 1998, the Company adopted a plan to
dispose of its various telecommunications divisions through a sale or
liquidation. The Company's Caller ID adjunct inventory was sold in May 1998.
Negotiations for the sale of some or all of the remaining telecommunications
assets are being conducted with various parties. At June 30, 1998, the net
assets of discontinued operations, consisting primarily of inventories, trade
receivables, equipment, warehouse facilities and liabilities expected to be
assumed by others, have been reclassified as current assets at the estimated net
realizable value.
Revenues from discontinued operations were $8,307,000 and $13,597,000
for the three months ended June 30, 1998 and 1997, respectively. The loss from
the operation of the telecommunications and interactive services divisions, net
of income taxes, was $13,487,000 during the second quarter of 1998 compared to
$1,326,000 for the same period in the prior year. The loss on disposal of the
telecommunications and interactive services divisions was $8,233,000 for the
second quarter of 1998. Included within the loss on disposal was a loss for
discontinued operations aggregating $2,416,000 for the period from the
measurement date, June 1, 1998, to June 30, 1998. Also included in the loss on
disposal is a pretax provision of $2,279,000 for estimated operating losses
during the phase-out period, which is expected to be from June 1, 1998 through
October 31, 1998.
Weighted Average Outstanding Shares and Basic and Diluted Loss Per Common Share
The basic and diluted weighted average shares decreased to 31,374,000
for the second quarter of 1998 compared to 31,819,000 for the second quarter of
1997. The decrease resulted primarily from the purchase of treasury shares
during 1997 and the cancellation of certain shares of common stock in the first
quarter of 1998; partially offset by an increase in shares issued due to the
exercise of stock options and stock grants to key employees. As a result of the
foregoing, basic and diluted loss per common share from continuing operations
was $(0.03) for the second quarter of 1998 compared to $(0.05) for the second
quarter of 1997; basic and diluted loss per common share was $(0.73) for the
second quarter of 1998 compared to $(0.09) for the second quarter of 1997.
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
Revenues
The Company's revenues for the first six months of 1998 were $4,622,000
compared to $7,232,000 in 1997, a decrease of 36% or $2,610,000. The Company did
not sell any software during the first six months of 1998 compared to $501,000
in software revenues in the same period in 1997. Consulting and services
revenues aggregated $211,000 in the first six months of 1998 for services
associated with feasibility studies for potential clients. During the same
period in 1997, the Company aggregated $659,000 in customer support revenues,
which were remarketed by Visa InterActive to Visa member banks. Leasing and
other revenues aggregated $4,411,000 in the first six months of 1998 compared to
$6,072,000 in the first six months of
<PAGE>
1997. During the first six months of 1998, revenues from leasing and other
operations consisted of $3,083,000 from customers within its lease base, $78,000
in revenues from maintenance contracts related to the sale of software, and
$1,250,000 from deferred royalty revenues related to an agreement whereby the
Company was prepaid certain royalties in the fourth quarter of 1997. During the
same period in 1997, the Company recognized $5,021,000 from customers within its
lease base and $1,051,000 from monthly service fees for bill pay operations. The
number of active records in the Company's installed lease base historically
decreases at a rate of 27% per year. The Company expects this trend to continue.
Cost of Revenues
The Company's cost of revenues for the first six months of 1998 were
$1,263,000 compared to $4,168,000 in 1997, a decrease of 70% or $2,905,000. The
Company did not sell any software during the first six months of 1998 compared
to $223,000 in costs associated with software sales in the same period in 1997.
Consulting and services cost of revenues aggregated $34,000 in the first six
months of 1998 for services associated with feasibility studies for potential
clients. During the same period in 1997, the Company aggregated $590,000 in cost
of revenues for customer support revenues, which were remarketed by Visa
InterActive to Visa member banks. Cost of revenues associated with leasing and
other operations aggregated $1,229,000 in the first six months of 1998 compared
to $3,355,000 in the same period of 1997. During the first six months of 1998,
the Company recognized cost of revenues aggregating $1,229,000 for its lease
base. During the same period in 1997, the Company recognized cost of revenues
aggregating $2,666,000 from customers within its lease base and $689,000 from
monthly service fees for bill pay operations. The decrease in cost of revenues
for the Company's lease base from the first half of 1997 to the first half of
1998 was attributed primarily to the lease base becoming fully depreciated in
the first quarter of 1998 and a decrease in the number of active lease
customers.
Overall gross profit margins increased to 73% for the first six months
of 1998 from 42% for the same period in 1997. The large increase in gross profit
margins was attributed primarily to a shift in the source of revenues for the
Company and the full depreciation of the Company's lease base. The Company
anticipates that gross profit margins may fluctuate in the future due to changes
in product mix, 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 $3,275,000 for the first six
months of 1998 as compared to $3,494,000 in the first six months of 1997. The
decrease of $219,000 was attributed to a reduction in headcount and other
comprehensive cost reduction measures implemented by the Company. 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 anticipated business levels.
<PAGE>
Selling and Marketing
Selling and marketing expenses increased to $1,287,000 for the first
six months of 1998 from $652,000 for the same period last year. The large
increase is primarily attributed to lower selling and marketing expenses in the
first quarter of 1997. Considering the change in the Company's strategic
direction in the second quarter of 1997, the Company began investing in selling
and marketing programs. The Company is continually expanding its marketing
efforts in promoting its products. The increase of 97% or $635,000 from the same
period last year is attributed primarily to the change in strategic direction in
the second quarter of 1997 and increased direct selling costs related to the
introduction of new products to financial institutions.
Research and Development
Research and development costs were $1,357,000 in the first six months
of 1998 compared to $2,282,000 for the same period in 1997. The decrease of
$925,000 was largely attributable to cost saving measures relating to personnel
costs and more focused research and development efforts.
Other Income
Other income, primarily investment income, was $686,000 for the first
six months of 1998 compared to $856,000 for the same period in the prior year.
The decrease of $170,000 was attributed to decreased cash, equivalents and
short-term investment balances for the first half of 1998 compared to the first
half of 1997. The decrease in cash, equivalents and short-term investment
balances were related to the funding of the Company's working capital and
operations.
Discontinued Operations
During the second quarter of 1998, the Company adopted a plan to
dispose of its various telecommunications divisions through a sale or
liquidation. The Company's Caller ID adjunct inventory was sold in May 1998.
Negotiations for the sale of some or all of the remaining telecommunications
assets are being conducted with various parties. At June 30, 1998, the net
assets of discontinued operations, consisting primarily of inventories, trade
receivables, equipment, warehouse facilities and liabilities expected to be
assumed by others have been reclassified as current assets at the estimated net
realizable value.
Revenues from discontinued operations were $23,163,000 and $31,195,000
for the six months ended June 30, 1998 and 1997, respectively. The loss from the
operation of the telecommunications and interactive services divisions, net of
income taxes, was $16,724,000 during the first six months of 1998 compared to
$164,000 for the same period in the prior year. The loss from disposal of the
telecommunications and interactive services divisions was $8,993,000 for the
first half of 1998. Included within the loss on disposal was a loss for
discontinued operations aggregating $2,416,000 for the period from the
measurement date, June 1, 1998, to June 30, 1998. Also included in the loss on
disposal is a pretax provision of
<PAGE>
$2,279,000 for estimated operating losses during the phase-out period, which is
expected to be from June 1, 1998 through October 31, 1998.
Weighted Average Outstanding Shares and Basic and Diluted Loss Per Common Share
The basic and diluted weighted average shares decreased to 31,273,000
for the first half of 1998 compared to 31,818,000 for the first half of 1997.
The decrease resulted primarily from the purchase of treasury shares during 1997
and the cancellation of certain shares of common stock in the first quarter of
1998; partially offset by an increase in shares issued due to the exercise of
stock options and stock grants to key employees. As a result of the foregoing,
basic and diluted loss per common share from continuing operations was $(0.06)
for the first half of 1998 compared to $(0.08) for the first half of 1997; basic
and diluted loss per common share was $(0.88) for the first half of 1998
compared to $(0.08) for the first half of 1997.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1998, the Company's cash, equivalents
and short-term investments decreased by $2,955,000 resulting from the payment of
outstanding liabilities at year-end, including short-term borrowings and the
financing of certain operations. At June 30, 1998, the Company had $8,404,000 in
cash and cash equivalents. At June 30, 1998, the Company had working capital of
$9,759,000 with no long-term debt. The Company's total assets exceeded total
liabilities by $9,834,000.
During the first six months of 1998, cash used in operating activities
from continuing operations was $3,043,000 compared to $1,897,000 in the same
period in 1997. Cash flows from operating activities of continuing operations
during the first six months of 1998 include certain fixed costs in operating
expenses, payment of certain liabilities and recognition of income related to
deferred revenues, offset in part by net cash generated from the Company's
accounts receivable of $235,000. Cash flows from operations during the first
half of 1998 were primarily related to an increase in inventories of $22,000 and
funding payments from accounts payable of $289,000, accrued expenses of
$226,000, and recognition of income from deferred revenues of $1,330,000; offset
in part by decreases in prepaid expenses and other assets aggregating $155,000.
Cash flows from operating activities of discontinued operations during the first
six months of 1998 were $1,301,000 compared to $10,725,000 used in the same
period in 1997. The change related primarily to the funding of accounts
receivable and inventory purchases in the prior year.
Investing activities provided $9,297,000 during the first six months of
1998 compared to providing $720,000 during the same period in 1997. 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.
<PAGE>
Financing activities used $1,206,000 in the first half of 1998 compared
to using $1,900,000 in the same period in 1997. Financing activities consist
primarily of the payment of short-term borrowings, offset in part by cash
received from the exercise of stock options.
The Company's primary needs for cash in the future are for investments
in product development, working capital, the financing of operations, strategic
ventures, potential acquisitions, potential stock repurchases, capital
expenditures and the upgrade of the Company's systems and operations. In order
to meet the Company's needs for cash throughout the year, the Company will
utilize cash on-hand, cash generated through the sale of certain assets
associated with discontinued operations, collateralized borrowings and may
utilize, to the extent available, funds generated from operations.
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 impact of competitive products, pricing
pressure, product demand and market acceptance risks, year 2000 compliance
issues, pace of consumer acceptance of home banking, bank mergers and
acquisitions, evolution of standards including Open Financial Exchange (OFX) and
the GOLD standard, risk of integration of the Company's technology by large
software companies, reliance on key strategic alliances and newly emerging
technologies, reliance on resellers, 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 growth, product
obsolescence, ability to reduce product costs, fluctuations in operating
results, ability to continue funding operating losses, delays in development of
highly complex products and other risks detailed from time to time in InteliData
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,
1997. These risks could cause the Company's actual results for 1998 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.
<PAGE>
PART II: OTHER INFORMATION
-----------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
--------
10.23 Employment and Non-Competition Agreement dated June 9, 1998 between
InteliData Technologies Corporation and Joseph P. Payne.
(b) Reports on Form 8-K
-------------------
None
<PAGE>
SIGNATURES
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/John C. Backus, Jr.
-------------------------------------
John C. Backus, Jr.
President and Chief Executive Officer
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
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EMPLOYMENT AND NON-COMPETITION AGREEMENT
THIS AGREEMENT is made and entered into as of the 9th day of June,
1998, by and between InteliData Technologies Corporation, a Delaware corporation
(the "Company"), and Joseph P. Payne, a Maryland resident (the "Executive").
RECITALS
WHEREAS, the Board of Directors of the Company expects that the
Executive will continue to make substantial contributions to the growth and
prospects of the Company; and
WHEREAS, the Board of Directors desires to maintain for the Company the
services of the Executive, and the Executive desires to remain employed by the
Company, all on the terms and subject to the conditions set forth herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:
1. EMPLOYMENT OF EXECUTIVE.
1.1. DUTIES AND STATUS. This Agreement replaces the "Employment and
Non-Competition Agreement" between the Company and the Executive dated December
23, 1997. The Company hereby engages and employs the Executive for the
Employment Period, as defined in Section 3.1 herein, and the Executive accepts
such employment, on the terms and subject to the conditions set forth in this
Agreement. During the Employment Period, the Executive shall faithfully exercise
such authority and perform such duties on behalf of the Company as are normally
associated with his title and position as the Chief Executive Officer of the
Telecommunications Division of the Company, or such other duties or position as
the Chief Executive Officer of the Company shall determine.
1.2. TIME AND EFFORT. During the Employment Period, the Executive shall
devote his full business time and attention to his duties on behalf of the
Company. Notwithstanding the foregoing, the Executive may participate fully in
social, charitable, civic activities and such other personal affairs of the
Executive as do not interfere with performance of his duties hereunder. The
Executive may serve on the boards of directors of other companies, provided that
such activities do not unreasonably interfere with the performance of and do not
involve a conflict of
<PAGE>
interest with his duties or responsibilities hereunder. Each board of directors
upon which the Executive serves as of the date hereof is deemed to have been
approved by the Company; provided that each such directorship shall be subject
to further review by the Company upon a material change in the business of the
subject company.
2. COMPENSATION AND BENEFITS.
2.1. ANNUAL BASE SALARY. The Company shall pay the Executive an annual
base salary as determined from time to time by the Chief Executive Officer of
the Company or the Board of Directors of the Company or designated committee
thereof ("Annual Base Salary"), which shall not be less than $215,000 per year.
The Executive's Annual Base Salary shall be payable in equal installments in
accordance with the practice of the Company in effect from time to time for the
payment of salaries to officers of the Company but in no event less frequently
than semi-monthly. The Executive's performance shall be reviewed at least
annually and he shall be entitled, but not guaranteed, to receive such raises as
may from time to time be approved by the Chief Executive Officer or the Board of
Directors or designated committee thereof.
2.2. EXPENSES. The Company shall pay or reimburse the Executive for all
reasonable expenses actually paid or incurred by the Executive during the
Employment Period in the performance of the Executive's duties under this
Agreement in accordance with the Company's employee business expense
reimbursement policies in effect from time to time, but in no event less
frequently then monthly.
2.3. BONUSES, ETC. The Executive shall be eligible to receive an annual
bonus of up to 75% of his base salary effective at the time as determined by the
Board of Directors (the "Bonus"), and to participate in such bonus,
profit-sharing, stock option, incentive, and performance award plans and
programs, if any, as may from time to time be determined by the Board of
Directors or designated committee thereof.
2.4. BENEFITS. The Executive shall be entitled to receive such employee
benefits including, without limitation, any and all pension, disability, group
life, sickness, accident and health insurance programs, as the Company may
provide from time to time to its salaried employees generally, and such other
benefits as the Compensation Committee of the Board of Directors may from time
to time establish for the Company's executives.
2.5. VACATION. The Executive shall be entitled to paid vacation of not
less than four weeks per calendar year.
2.6 PERFORMANCE STOCK OPTIONS. As of June 9, 1998, the Executive shall
be granted options to purchase 300,000 shares of Common Stock, par value $0.001
per share of InteliData ("Common Stock") pursuant to the InteliData Technologies
Corporation 1996 Incentive Plan (the "Plan"), at an exercise price of $1.00, as
set forth in the Stock Option Agreement between InteliData and the Executive of
even date herewith (the "Option Agreement"), a copy of which is attached as
Exhibit A hereto.
<PAGE>
The 300,000 options shall vest five years from the June 9,
1998 date of the grant and shall expire eight years from the date of the grant.
Provided however, the options are subject to accelerated vesting and shall
become exercisable upon achievement of the following performance objectives of
the Company:
(a) 100,000 options shall vest upon the Small Office/Home
Office ("SOHO") business achieving four consecutive fiscal quarters of
profitability;
(b) 100,000 options shall vest upon the Company's SOHO
business recording revenue of $50 million over four consecutive fiscal quarters;
and
(c) 20,000 options shall vest upon the Company's closing stock
price reaching each of the following levels of appreciation for twenty
consecutive trading days:
(i) $2.89;
(ii) $3.47;
(iii) $4.04;
(iv) $4.62; and
(v) $5.20.
In the event of a sale of the Company's SOHO business during
Executive's employment, then a total of 50,000 of the 300,000 performance
options and 50,000 of the options previously granted on August 11, 1997 (which
are scheduled to vest on March 31, 1999) shall vest immediately and be
exercisable for one (1) year from the later of the termination date or the date
of the sale.
3. TERM AND TERMINATION.
3.1. EMPLOYMENT PERIOD. Subject to Section 3.2 hereof, the Executive's
"Employment Period" shall commence on the date of this Agreement and shall
terminate on the earlier of: (i) the close of business on December 31, 1999, or
(ii) the death of the Executive.
3.2. TERMINATION OF EMPLOYMENT. Each party shall have the right to
terminate the Executive's employment hereunder before the Employment Period
expires to the extent, and only to the extent, permitted by this Section.
(a) BY THE COMPANY FOR CAUSE. The Company shall have the right
to terminate the Executive's employment at any time upon delivery of written
notice of termination for Cause (as defined below) to the Executive (which
notice shall specify in reasonable detail the basis upon which such termination
is made) if the Chief Executive Officer or the Board of Directors determines
that the Executive: (i) has stolen or embezzled Company funds or property, (ii)
has been convicted of a felony or entered a plea of "nolo contendre" which in
the reasonable opinion of the Chief Executive Officer or the Board brings the
Executive into disrepute or is likely to cause material harm to the Company's
business, customer or supplier relations, financial condition or prospects,
(iii) has, after not less than ten (10) days prior written notice from
<PAGE>
the Chief Executive Officer of the Company or the Board of Directors, willfully
failed to perform or persistently neglected (other than by reason of illness or
temporary disability, regardless of whether such temporary disability is or
becomes Total Disability, or by reason of approved vacation or leave of absence)
any duties or responsibilities assigned to the Executive or normally associated
with the Executive's position to the detriment of the Company, its reputation or
its prospects, (iv) has demonstrated insubordination or the refusal to carry out
directives, or (v) has willfully violated or breached any provision of this
Agreement or any law or regulation to the material detriment of the Company, its
reputation or its business (collectively, "Cause"). In the event that the
Executive's employment is terminated for Cause, the Executive shall be entitled
to receive only the payments referred to in Section 3.3(d) hereof.
(b) BY THE COMPANY UPON TOTAL DISABILITY. The Company shall
have the right to terminate the Executive's employment on fourteen (14) days'
prior written notice to the Executive if the Board of Directors or Chief
Executive Officer of the Company determines that the Executive is unable to
perform his duties by reason of Total Disability, but any termination of
employment pursuant to this subsection (b) shall obligate the Company to make
the payments referred to in Section 3.3(b) hereof. As used herein, "Total
Disability" shall mean the inability of the Executive due to physical or mental
illness or injury to perform his duties hereunder for any period of 180
consecutive days or 180 days in the aggregate in any 365-day period.
(c) BY THE COMPANY OTHER THAN FOR CAUSE OR UPON DEATH OR TOTAL
DISABILITY. The Company shall have the right to terminate the Executive's
employment, other than for Cause or upon the Executive's death or Total
Disability in the Company's sole discretion, but any termination of employment
pursuant to this subsection (c) shall obligate the Company to make the payments
referred to in Section 3.3(c) hereof.
(d) BY THE EXECUTIVE. The Executive shall have the right to
terminate his employment hereunder (i) upon the failure of the Company to make
any required payment to the Executive hereunder, which failure continues
unremedied for ten (10) days after the Executive has given the Chief Executive
Officer or the Board of Directors written notice of such failure, or any
material failure by the Company to comply with any of the provisions of this
Agreement (other than a failure to make a required payment), which failure
continues unremedied for fourteen (14) days after the Executive has given the
Board of Directors written notice of such failure, (ii) upon a Change of Control
and a substantial diminution of the Executive's duties or responsibilities
compared to the Executive's duties or responsibilities immediately prior to the
change of control, or (iii) otherwise after sixty (60) days' prior written
notice to the Company. In the event that the Executive elects to terminate his
employment pursuant to subsection (d)(iii), the Executive shall be entitled to
receive only the payments referred to in Section 3.3(d) hereof. In the event the
Executive elects to terminate his employment pursuant to subsection (d)(i) or
(d)(ii), the Executive shall be entitled to receive the benefits referred to in
Section 3.3(c) hereof.
A "Change in Control" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:
<PAGE>
(i) Any person, or any persons acting together which would
constitute a "group" for purposes of section 13(d) of the Securities Exchange
Act of 1934, together with any affiliate thereof shall beneficially own (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) at
least 50% of the total voting power of all classes of capital stock of the
Company entitled to vote generally in the election of directors of the Company;
or
(ii) Any event or series of events that results in the
Directors on the Board of Directors, who were Directors prior to the event or
series of events, to cease to constitute a majority of the Board of Directors of
any parent of or successor to the Company; or
(iii) The merger, consolidation or reorganization (a) in which
the Company is the continuing or surviving corporation, (b) in which the Company
is not the continuing or surviving corporation, or (c) pursuant to which the
Company's common stock would be converted into cash, securities or other
property, except in the case of either (a), (b), or (c), a consolidation or
merger of the company in which the holders of the Common Stock immediately prior
to the consolidation or merger have, directly or indirectly, at least a majority
of the total voting power of all classes of capital stock entitled to vote
generally in the election of directors of the continuing or surviving
corporation immediately after such consolidation or merger in substantially the
same proportion as their ownership of Common Stock immediately before such
transaction ; or
(iv) The consummation of a tender or exchange offer for shares
of the Company's Common Stock (other than tender or exchange offers made by the
Company or Company-sponsored employee benefit plans); or
(v) The sale or transfer of all or substantially all of the
assets of the Company to an unaffiliated corporation, person or entity; or
(vi) The Board of Directors of InteliData approves a plan of
complete or partial liquidation of InteliData or an agreement for the sale or
disposition by InteliData of all or substantially all of its assets.
For purposes of this Section, "Person" shall have the meaning
given in Section (3)(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof; however, a Person shall not include (i) the Company or
any of its subsidiaries or affiliates, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
3.3. COMPENSATION AND BENEFITS FOLLOWING TERMINATION. Except as
specifically provided in this Section, any and all obligations of the Company to
make payments to the Executive under this Agreement shall cease as of the date
the Employment Period expires under Section 3.1 or as of the date the
Executive's employment is terminated under Section 3.2, as the case may be. The
Executive shall be entitled to receive only the following compensation and
benefits following the termination of his employment hereunder:
<PAGE>
(a) UPON DEATH. In the event that the Employment Period
terminates pursuant to Section 3.1(ii) on account of the death of the Executive
(i) the Company shall pay to the Executive's surviving spouse or, if none, his
estate, a lump-sum amount equal to the sum of the Executive's earned and unpaid
salary through the date of his death, any Bonus agreed to by the Company but not
yet paid to the Executive, additional salary in lieu of Executive's accrued and
unused vacation, any unreimbursed business and entertainment expenses in
accordance with the Company's policies, and any unreimbursed employee benefit
expenses that are reimbursable in accordance with the Company's employee benefit
plans (collectively, the "Standard Termination Payments"), and (ii) death
benefits, if any, under the Company's employee benefit plans shall be paid to
the Executive's beneficiaries as properly designated in writing by the
Executive.
(b) UPON TERMINATION FOR TOTAL DISABILITY. In the event that
the Company elects to terminate the employment of the Executive pursuant to
Section 3.2(b) because of his Total Disability, (i) the Company shall pay to the
Executive a lump-sum amount equal to the Standard Termination Payment, and (ii)
the Executive shall be entitled to such disability and other employee benefits
as may be provided under the terms of the Company's employee benefit plans.
(c) UPON TERMINATION OTHER THAN FOR CAUSE OR UPON DEATH OR
TOTAL DISABILITY. In the event that the Company elects to terminate the
employment of the Executive pursuant to Section 3.2(c) or the Executive
terminates under Section 3.2(d)(i) or 3.2(d)(ii), the Company shall pay to the
Executive within 30 (thirty) days of such termination a lump-sum amount equal to
(i) the Standard Termination Payment; (ii) any bonus earned but not yet paid
under any "Stay Put" bonus program, or any other bonus plan then in effect at
the time of termination; (iii) $150,000 subject to the limitations set forth in
Section 3.3(e) below; and (iv) any and all options granted to the Executive (the
"Options") shall be amended to be exercisable for the longer of (a) twelve (12)
months after the Termination Date, or (b) the period for exercise upon
Termination as provided in the Option Agreement. Provided, however, no Option
shall be extended beyond any Option expiration date or period established by the
Option Plan authorizing such Option grant. The Company shall also be obligated
to provide continued coverage at no cost to Executive under the Company's
medical, dental, life insurance and total disability benefit plans or
arrangements with respect to the Executive for a period of one (1) year
following the date of any termination of employment pursuant to Section 3.2(c).
From the date of such notice of Termination other than for cause or upon death
or Total Disability through the Termination Date, the Executive shall continue
to perform the normal duties of his employment hereunder, and shall be entitled
to receive when due all compensation and benefits applicable to the Executive
hereunder. The Executive shall have no obligation whatsoever to mitigate any
damages, costs or expenses suffered or incurred by the Company with respect to
severance obligations set forth in this Section 3.3(c), and no such severance
payments received or receivable by the Executive shall be subject to any
reduction, offset, rebate or repayment as a result of any subsequent employment
or other business activity by the Executive. In addition, for termination
pursuant to Section 3.2(c) subsequent to a Change of Control or 3.2(d)(ii), any
and
<PAGE>
all Options granted but not vested to the Executive shall become immediately
vested and nonforfeitable and the Executive shall have the life of the Option to
exercise such Options.
In the event of Termination in the event of a liquidation of
the SOHO business, the benefits due under this Section shall be as set forth in
Section 3.3(f).
(d) FOR CAUSE OR BY THE EXECUTIVE. In the event that the
Company terminates the employment of the Executive pursuant to Section 3.2(a)
for Cause or the Executive terminates his employment pursuant to Section
3.2(d)(iii), the Executive shall only be entitled to receive an amount equal to
previously earned but unpaid salary or bonuses through the effective date of
such termination, as well as salary in lieu of accrued and unused vacation,
entertainment expenses in accordance with Company policies, and reimbursable
employee plan benefits.
(e) SALE OF SOHO DIVISION. In the event of termination of
employment as a result of the sale of all or substantially all of the business
or assets of the Company's SOHO business, the payment set forth in Section
3.3(c)(iii) shall equal $215,000 and shall only be made if the Executive is
instrumental in helping bring about the sale, and (i) if the Executive accepts a
position with the purchaser of the SOHO business, or (ii) if no position with
comparable compensation in the Washington, D.C. area is offered to Executive.
(f) UPON TERMINATION IN THE EVENT OF A LIQUIDATION. In the
event that the Company elects to terminate the employment of the Executive
pursuant to Section 3.2(c) in connection with a liquidation of the SOHO
business, the Company shall pay to the Executive within 30 (thirty) days of such
termination a lump-sum amount equal to (i) the Standard Termination Payment;
(ii) any bonus earned but not yet paid under any "Stay Put" bonus program, or
any other bonus plan then in effect at the time of termination; and (iii)
$150,000 if net proceeds from the SOHO liquidation, prior to termination, are
less than $9,000,000, or $215,000 if net proceeds from the SOHO liquidation,
prior to termination, are $9,000,000 or greater. Proceeds will be derived from
the sale of the following: Plexus, IPS, Landmark, FT 484, new SOHO phones (412,
412ID, 4900, 2900), the 1865, and the Intelifone. Expected expenses include the
severance payouts, sales commissions, technical support and warranties, contract
termination fees, and other direct expenses associated with liquidating the
business. Write-down of inventory values will not be considered a liability in
this instance.
3.4. SURVIVAL OF NON-COMPETITION AND CONFIDENTIALITY AGREEMENTS. Any
provision of this Agreement to the contrary notwithstanding, if the employment
of the Executive hereunder is terminated for any reason, the provisions and
covenants of Sections 4 and 5 hereof shall nevertheless remain in full force and
effect in accordance with their respective terms.
3.5 COMPANY PROPERTY. Upon termination, Executive shall be entitled to
retain as his own property all telephones provided to Executive for his personal
use during his period of employment.
<PAGE>
4. NON-COMPETITION, NON-HIRE, AND NON-DISPARAGEMENT.
4.1. SCOPE.
(a) The Executive covenants and agrees that during the term of
this Agreement and for so long as he remains an employee of the Company and
thereafter for a period of 12 months following termination of this Agreement
(the "Non-Competition Period"), he will not, nor will he permit any person,
firm, corporation, partnership or other entity that directly or indirectly
controls, is controlled by or is under common control with the Executive
(collectively, "Affiliate") to, directly or indirectly:
(i) solicit for employment any employee of the
Company (and it shall be presumed to be a violation of this covenant if a
subsequent employer of Executive hires an employee of the Company unless
Executive can demonstrate to Company's reasonable satisfaction that the
Executive had no knowledge of or participation in the solicitation and hiring of
the employee);
(ii) solicit the business of any customer of the
Company with respect to businesses of the type referred to in subsection
4.1(a)(iii) hereof;
(iii) engage in any business of the type conducted
as of the date hereof by the Company, which shall be limited to home banking
software and consumer telecommunications equipment;
(iv) engage in any business substantially similar
to that of the Company in a geographic area within fifty (50) miles of the
Company headquarters at which the Executive was previously located;
(v) make any direct or indirect investment in any
person, firm, corporation, partnership or other entity that engages or proposes
to engage in the business of the Company; or
(vi) make any comments, whether written or
unwritten, which disparage the services and products provided by the Company or
which are critical of the performance or professionalism of the officers,
employees, and Boards of Directors of the Company and any affiliated companies.
provided however, that this Section shall not be construed to prohibit the
Executive from owning less than an aggregate of 5% of any class of capital stock
of any corporation that is traded on a national securities exchange or
inter-dealer quotation system.
(b) A breach of this provision will irreparably and
continually damage the Company in an amount which may be difficult to quantify.
Executive therefore agrees that in the event he breaches any of the provisions
of Section 4.1(a), he will pay the Company the sum of
<PAGE>
$50,000 in liquidated damages for each occasion of breach. Executive
acknowledges that this amount is a reasonable approximation of the damages the
Company is likely to incur due to his breach.
4.2. ENFORCEMENT AND CONSTRUCTION. If in any judicial proceeding a
court shall refuse to enforce as written the covenant set forth in Section 4.1,
then such covenant shall be limited and restricted in scope and duration to the
extent necessary to make such covenant, as so limited and restricted,
enforceable. Notwithstanding the foregoing, it is the intent and agreement of
the parties that Section 4.1 be given the maximum force, effect, and application
permissible under applicable law.
4.3. LIMITATIONS. The restrictions set forth above shall immediately
terminate and shall be of no further force or effect in the event of a default
by the Company in the payment of compensation or benefits to which the Executive
is entitled hereunder, which default is not cured within ten (10) days after
written notice thereof to the Company.
5. CONFIDENTIALITY.
(a) Except as specifically authorized by the Company in writing, from
the date hereof and continuing forever, the Executive agrees that he will not,
directly or indirectly, (i) disclose any Confidential Information (as defined
below) to any person or entity, or otherwise permit any person or entity to
obtain or disclose any Confidential Information, or (ii) use any Confidential
Information for the Executive's benefit, whether directly or on behalf of any
person or entity. In the event that the Executive is requested or required (by
oral question or request for information or documents in any legal proceeding,
interrogatory, subpoena, civil investigation demand or similar process) to
disclose any Confidential Information, he will notify the Company within a
reasonable period of time of the request or requirement so that the Company may
seek an appropriate protective order or waive compliance with the provisions of
this Section 5. If, in the absence of a protective order or the receipt of a
waiver hereunder, the Executive, on the advice of counsel, is compelled to
disclose any Confidential Information to any tribunal or else stand liable for
contempt, the Executive shall use his reasonable efforts to obtain, at the
request of the Company, an order or other assurance that confidential treatment
will be accorded to such portion of the Confidential Information required to be
disclosed as the Company shall designate.
(b) For purposes hereof, the term "Confidential Information" means (i)
information concerning trade secrets of the Company; (ii) information concerning
existing or contemplated products, services, technology, designs, processes and
research or product developments of the Company; (iii) information concerning
business plans, sales or marketing methods, methods of doing business, customer
lists, customer usages and/or requirements, or supplier information of the
Company; and (iv) any other confidential information which the Company may
reasonably have the right to protect by patent, copyright or by keeping it
secret or confidential. The term "Confidential Information" will not, however,
include information which (a) at the time of disclosure or thereafter is
generally available to and known by the public (other than as a result of a
disclosure directly or indirectly by the Executive in violation of this
Agreement), (b) at the time of disclosure was available on a nonconfidential
basis from a source other than the Company, or
<PAGE>
(c) was known by the Executive prior to receiving the Confidential Information
from the Company or has been independently acquired or developed by the
Executive without violating any of the Executive's respective obligations under
this Agreement.
6. MISCELLANEOUS.
6.1. APPLICABLE LAW AND VENUE. This Agreement shall be construed under
and in accordance with the laws of the Commonwealth of Virginia (exclusive of
any provision that would result in the application of the laws of any other
state or jurisdiction). Any dispute arising out of this Agreement, if litigated,
shall be resolved by the courts of the Commonwealth of Virginia located in
Fairfax County or in the Federal Court for the Eastern District of Virginia, and
the parties consent to the jurisdiction of such courts.
6.2. HEADINGS. The headings and captions set forth herein are for
convenience of reference only and shall not affect the construction or
interpretation hereof.
6.3. NOTICES. Any notice or other communication required, permitted, or
desirable hereunder shall be hand delivered (including delivery by a commercial
courier service) or sent by United States registered or certified mail, postage
prepaid, addressed as follows:
To the Executive: Joseph P. Payne
5916 Woodacres Drive
Bethesda, MD 20816
To the Company InteliData Technologies Corporation
or the Board of 13100 Worldgate Drive, Suite 600
Directors: Herndon, Virginia 20170
Attention: John C. Backus, Jr.
With a copy to: Hunton & Williams
951 E. Byrd Street
Riverfront Plaza - East Tower
Richmond, Virginia 23219
Attention: David M. Carter, Esq.
or such other addresses as shall be furnished in writing by the parties. Any
such notice or communication shall be deemed to have been given as of the date
so delivered in person or three business days after so mailed.
6.4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of successors and permitted assigns of the parties. This
Agreement may not be assigned, nor may performance of any duty hereunder be
delegated, by either party without the prior written consent of the other.
Provided, however, the Company may assign this Agreement to an Affiliate.
<PAGE>
6.5. ENTIRE AGREEMENT; AMENDMENTS. This Agreement sets forth the entire
agreement and understanding of the parties with respect to the subject matter
hereof, and there are no other contemporaneous written or oral agreements,
undertakings, promises, warranties, or covenants not specifically referred to or
contained herein. This Agreement specifically supersedes any and all prior
agreements and understandings of the parties with respect to the subject matter
hereof, all of which prior agreements and understands (if any) are hereby
terminated and of no further force and effect. This Agreement may be amended,
modified, or terminated only by a written instrument signed by the parties
hereto.
6.6. EXECUTION OF COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same Agreement. This Agreement may be
delivered by facsimile transmission of an originally executed copy to be
followed by immediate delivery of the original of such executed copy.
6.7. SEVERABILITY. If any provision, clause or part of this Agreement,
or the applications thereof under certain circumstances, is held invalid or
unenforceable for any reason, the remainder of this Agreement, or the
application of such provision, clause or part under other circumstances, shall
not be affected thereby.
6.8. INCORPORATION OF RECITALS. The Recitals to this Agreement are an
integral part of, and by this reference are hereby incorporated into, this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
INTELIDATA TECHNOLOGIES CORPORATION:
/s/John C. Backus, Jr.
-------------------------------------
John C. Backus, Jr.
President and Chief Executive Officer
EXECUTIVE:
/s/Joseph P. Payne
-------------------------------------
Joseph P. Payne
