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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarter ended: March 31, 2000 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
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The number of shares of the registrant's Common Stock outstanding on March 31,
2000 was 38,301,505.
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<PAGE>
EXPLANATORY NOTE
This interim report on Form 10-Q/A is being filed as a result of the Company's
restatement of its condensed consolidated financial statements as of and for the
three months ended March 31, 2000.
In valuing the January 20, 2000 merger between Home Financial Network, Inc.
("HFN") and Sybase, Inc. ("Sybase"), the Company accounted for all of the Sybase
common stock and cash received for its 25% ownership interest in HFN, but did
not value certain warrants to purchase Sybase common stock that were received
upon the exchange of warrants to purchase HFN common stock in connection with
the merger. The estimated fair market value of these warrants as of the merger
date was approximately $3,332,000.
As a result, the Company has restated its financial results for the period ended
March 31, 2000, which now include an additional non-operating gain recognized by
the Company, as well as an additional $315,000 of unrealized gain on investments
(net of taxes) for the period. This Form 10-Q/A reflects the effects of the
restatement of the Company's financial results.
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<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
QUARTERLY REPORT ON FORM 10-Q/A
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
March 31, 2000 (as restated) and December 31, 1999 ................4
Condensed Consolidated Statements of Operations
Three Months Ended March 31, 2000 (as restated) and 1999 ..........5
Condensed Consolidated Statement of Changes in Stockholders' Equity
Three Months Ended March 31, 2000 (as restated)....................6
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2000 (as restated) and 1999...........7
Notes to Condensed Consolidated Financial Statements ..............8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ........................................11
Item 3. Quantitative and Qualitative Disclosures About Market Risk........15
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................................15
SIGNATURE ............................................................16
<PAGE>
PART I: FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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<TABLE>
INTELIDATA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
(in thousands, except share data; unaudited)
2000
(as restated) 1999
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 10,695 $ 8,496
Restricted cash 440 --
Investments 39,602 --
Accounts receivable, net of allowance for doubtful accounts 2,377 1,924
Prepaid expenses and other current assets 397 138
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Total current assets 53,511 10,558
NONCURRENT ASSETS
Property and equipment, net 895 548
Other assets 195 175
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TOTAL ASSETS $ 54,601 $ 11,281
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,159 $ 2,343
Accrued expenses and other liabilities 2,196 1,166
Deferred revenues -- 616
Net liabilities of discontinued operations 949 69
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TOTAL CURRENT LIABILITIES 5,304 4,194
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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 38,983,255 shares in 2000 and 38,691,040 shares in 1999;
outstanding 38,301,755 shares in 2000 and 38,009,540 shares in 1999 39 38
Additional paid-in capital 258,753 258,133
Treasury stock, at cost (2,064) (2,064)
Deferred compensation (255) (345)
Accumulated other comprehensive income 2,808 --
Accumulated deficit (209,984) (248,675)
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TOTAL STOCKHOLDERS' EQUITY 49,297 7,087
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 54,601 $ 11,281
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</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(in thousands, except per share data; unaudited)
2000
(as restated) 1999
----------- -----------
Revenues
Software $ 436 $ 162
Consulting and services 1,094 189
Leasing and other 1,089 1,773
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Total revenues 2,619 2,124
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Cost of revenues
Software -- 16
Consulting and services 574 41
Leasing and other 418 380
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Total cost of revenues 992 437
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Gross profit 1,627 1,687
Operating expenses
General and administrative 1,401 1,638
Selling and marketing 1,324 708
Research and development 2,177 905
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Total operating expenses 4,902 3,251
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Operating loss (3,275) (1,564)
Realized gain on sale of investment 42,604 --
Other income 152 43
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Income (loss) before income taxes 39,481 (1,521)
Provision for income taxes 790 --
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Income (loss) from continuing operations 38,691 (1,521)
Income (loss) from discontinued operations -- --
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Net income (loss) $ 38,691 $ (1,521)
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Basic earnings per common share
Income (loss) from continuing operations $ 1.01 $ (0.05)
Income (loss) from discontinued operations 0.00 0.00
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Net income (loss) $ 1.01 $ (0.05)
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Diluted earnings per common share
Income (loss) from continuing operations $ 0.94 (0.05)
Income (loss) from discontinued operations 0.00 0.00
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Net income (loss) $ 0.94 (0.05)
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Basic weighted-average common shares outstanding 38,147 31,693
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Diluted weighted-average common shares outstanding 40,955 31,693
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See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
INTELIDATA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2000 (as restated)
(in thousands; unaudited)
Accumulated
Common stock Additional Deferred Other Accumu- Compre-
------------------- Paid-in Treasury Compen- Comprehensive lated hensive
Shares Amount Capital Stock sation Income Deficit Income Total
---------- -------- ---------- --------- -------- ----------- ----------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 2000 38,010 $ 38 $ 258,133 $ (2,064) $ (345) $ - $(248,675) $ 7,087
Issuance of common stock:
Exercise of stock options 128 1 425 - - - - 426
Employee stock purchase plan 10 - 21 - - - - 21
Exercise of stock warrants 154 - 188 - - - - 188
Cancellation of restricted stock - - (14) - 14 - - -
Compensation expense - - - - 76 - - 76
Unrealized gain on investments,
net of taxes - - - - - 2,808 - 2,808 2,808
Net income - - - - - - 38,691 38,691 38,691
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Comprehensive income 41,499
--------- -------- ---------- --------- -------- ---------- ---------- ======= --------
Balance at March 31, 2000 38,302 $ 39 $ 258,753 $ (2,064) $ (255) $ 2,808 $(209,984) $ 49,297
========== ======== ========== ========= ======== ========== ========== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(in thousands; unaudited)
2000
(as restated) 1999
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Cash flows from operating activities
Net income (loss) $ 38,691 $ (1,521)
Adjustments to reconcile net income to net cash used in
operating activities:
Gain on sale of investment (42,604) --
Deferred income taxes 790 --
Depreciation and amortization 59 76
Provision for losses on accounts receivable -- 105
Deferred compensation expense 76 181
Changes in certain assets and liabilities:
Accounts receivable (453) (30)
Prepaid expenses and other current assets (279) 46
Accounts payable (184) 284
Accrued expenses 183 (72)
Deferred revenues (616) (133)
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Net cash used in operating activities (4,337) (1,064)
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Cash provided by (used in) operating activities of
discontinued operations 880 (689)
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Cash flows from investing activities
Proceeds from the sale of investment 5,427 --
Purchases of property and equipment (406) --
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Net cash provided by investing activities 5,021 --
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Cash flows from financing activities
Proceeds from issuance of common stock 635 98
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Net cash provided by financing activities 635 98
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Increase (decrease) in cash and cash equivalents 2,199 (1,655)
Cash and cash equivalents, beginning of period 8,496 8,050
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Cash and cash equivalents, end of period $ 10,695 $ 6,395
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See accompanying notes to condensed consolidated financial statements.
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000 (As Restated) AND 1999
(Unaudited)
(1) Basis of Presentation
The condensed consolidated balance sheet of InteliData
Technologies Corporation (InteliData or Company) as of March 31,
2000, and the related condensed consolidated statements of operations,
changes in stockholders' equity, and cash flows for the three month
periods ended March 31, 2000 and 1999 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 in the prior periods have been reclassified to conform
to the current period 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, 1999.
(2) 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
------------------------------ ---------------- --------- ------------
2000 First Quarter
Revenues $ 1,784 $ 835 $ 2,619
Operating (loss) income (3,692) 417 (3,275)
1999 First Quarter
Revenues $ 1,034 $ 1,090 $ 2,124
Operating (loss) income (2,274) 710 (1,564)
------------------------------ ---------------- --------- -------------
<PAGE>
(3) Sale of Investment in Home Financial Network, Inc.
On January 20, 2000, Home Financial Network, Inc. (HFN), a
company in which InteliData held approximately a 25% ownership
interest, merged with Sybase, Inc. InteliData accounted for its
investment in HFN using the equity method. As of the merger date, such
investment's carrying value was zero. In exchange for its portion of
ownership in HFN, InteliData received approximately $5,867,000 in cash
and approximately 1,770,000 shares of Sybase stock. The Company also
held warrants to purchase HFN common stock. As part of the merger
agreement, such warrants were converted into warrants to purchase
Sybase common stock. The Company received 640,000 "warrant units" with
an exercise price of $2.60 per warrant unit. Upon exercise of each
warrant unit, the Company is entitled to receive $1.153448 in cash and
0.34794 share of Sybase common stock. InteliData recognized a gain of
approximately $42,604,000 on this transaction during the first quarter
of 2000.
An escrow account was established to provide Sybase, Inc.
indemnity protection against possible claims that might arise against
HFN. Currently, approximately 133,000 shares of Sybase owned by
InteliData remain in escrow, along with approximately $440,000 of
cash. These amounts are payable to the Company on January 20, 2001,
unless subject to claims under the escrow provision.
The Company considers this investment to be available-for-sale
under the provisions of Statement of Financial Accounting Standards
No. 115, Accounting for Certain Investments in Debt and Equity
Securities, and as such, included within stockholders' equity as of
March 31, 2000 is $2,808,000 of unrealized gain on investments (net of
taxes), which represents the increase in the fair market value of the
Sybase holdings from January 20, 2000 to March 31, 2000.
(4) Discontinued Operations
The net liabilities of discontinued operations as of December
31, 1999 included a building in New Milford, Connecticut. The Company
received net proceeds of $988,000 for the sale of the building during
January 2000. Liabilities remaining in the discontinued operations
include a reserve for potential environmental clean-up at the New
Milford location, costs for legal shut-down of the former operating
subsidiaries, potential warranty costs, and further potential
settlements with telecom customers and others.
(5) US West Caller ID Lease Base
In January 2000, the Company received notification from its
billing agent regarding proposed changes to the billing process for the
US West Caller ID Lease Base. The pending changes, which could require
the Company's lease billings to be removed from the US West customer
bills, could have a substantial effect on the rate of decline of the
lease base, the cost of billing, and the Company's ability to pursue
collections. Any
<PAGE>
changes in billing procedures could negatively affect the
Company's revenue, cost of sales, gross margin, and cash flow in
future periods.
(6) Restatement
As described in Note 3, the Company received warrants to purchase
Sybase common stock in exchange for its warrants to purchase HFN
common stock. Subsequent to the issuance of the Company's financial
statements as of and for the three months ended March 31, 2000, the
Company's management determined that the value of such Sybase warrants
should have been included in the determination of the gain on the sale
of HFN and the valuation of investment in Sybase. As such, the
accompanying financial statements as of and for the three months ended
March 31, 2000 have been restated to recognize an additional non-
operating gain of $3,332,000 in the first quarter and to record
$315,000 of unrealized gains representing the increase in the fair
value of the warrants from January 20, 2000 to March 31, 2000, as
follows (in thousand, except per share data):
As Previously
Reported As Restated
------------- -----------
As of March 31, 2000:
Investments $35,949 $39,602
Total Assets 50,948 54,601
Accumulated other comprehensive income 2,493 2,808
Stockholders' equity 45,717 49,297
For the three months ended March 31, 2000:
Realized gain on sale of investment 39,272 42,604
Net income 35,426 38,691
Basic earnings per common share 0.93 1.01
Diluted earnings per common share 0.86 0.94
* * * * * *
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
As described in Note 3 and 6, the Company received warrants to purchase
Sybase common stock in exchange for its warrants to purchase HFN common stock.
Subsequent to the issuance of the Company's financial statements as of and for
the three months ended March 31, 2000, the Company's management determined that
the value of such Sybase warrants should have been included in the determination
of the gain on the sale of HFN and the valuation of the investment in Sybase.
As such, the accompanying financial statements as of and for the three months
ended March 31, 2000 have been restated to recognize an additional non-operating
gain of $3,332,000 in the first quarter and to record $315,000 of unrealized
gains representing the increase in the fair value of the warrants from January
20, 2000 to March 31, 2000.
Revenues
The Company's first quarter revenues were $2,619,000 in 2000 compared to
$2,124,000 in 1999, an increase of $495,000. The increase is attributed
primarily to an increase in software and related professional services revenues,
offset by the expected decrease in the billable Caller ID leases and the
royalties relating to the Visa Bill-Pay System. During the first quarter of
2000, software revenues contributed $436,000, consulting and services
contributed $1,094,000 and other revenues contributed $1,089,000. Other revenues
consisted of $835,000 from leasing activities, and $254,000 from royalties.
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.
Cost of Revenues
The Company's first quarter cost of revenues was $992,000 in 2000 compared
to $437,000 in 1999, an increase of $555,000. The increase is attributed
primarily to increased revenues, changes in product mix, and increased costs
related to billings on the Caller ID leasing activities, which earned 50% gross
profit margins in 2000 compared to 65% gross profit margins in 1999. During the
first quarter of 2000, consulting and services costs totaled $574,000 and other
cost of revenues totaled $418,000. Other cost of revenues consisted of expenses
associated with leasing activities.
During the first quarter of 1999, software cost of revenues totaled
$16,000, consulting and services costs totaled $41,000 and other cost of
revenues totaled $380,000.
<PAGE>
Overall gross profit margins decreased to 62% for the first quarter of 2000
from 79% for the first quarter of 1999. The decrease in gross profit margins was
attributed 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, as well as the decrease in royalty revenues.
General and Administrative
General and administrative expenses were $1,401,000 for the first quarter
of 2000 as compared to $1,638,000 in the first quarter of 1999. The decrease of
$237,000 was primarily the result of relocation expenses for the Company's
headquarters that occurred in 1999. The Company also controlled general and
administrative expenses and continues to 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 $1,324,000 for the first
quarter of 2000 from $708,000 for the same period last year. The increase of
$616,000 is attributed primarily to increases in the number of selling and
marketing employees, travel and professional services, advertising and trade
shows. The Company's emphasis throughout 2000 will continue to be on marketing
efforts in promoting the Company's brand and products.
Research and Development
Research and development costs were $2,177,000 in the first quarter of 2000
as compared to $905,000 for the same period in 1999. The increase of $1,272,000
was largely attributable to increases in employees and outside consulting
services. The Company incurs research and development expenses primarily in
writing and developing the Interpose Transaction Engine for the Open Financial
Exchange (OFX) standard and building the Interactive Financial Exchange
(IFX)-based network electronic bill payment switch.
Realized Gains on Investments
On January 20, 2000, Home Financial Network, Inc. (HFN), a company in which
InteliData held approximately a 25% ownership interest, merged with Sybase, Inc.
InteliData accounted for its investment in HFN using the equity method. As of
the merger date, such investment's carrying value was zero. In exchange for its
portion of ownership in HFN, InteliData received approximately $5,867,000 in
cash and approximately 1,770,000 shares of Sybase stock. The Company also held
warrants to purchase HFN common stock. As part of the merger agreement, such
warrants were converted into warrants to purchase Sybase common stock. The
Company received 640,000 "warrant units" with an exercise price of $2.60 per
warrant unit. Upon exercise of each warrant unit, the Company is entitled to
receive $1.153448 in cash and 0.34794 share of Sybase common stock. InteliData
recognized a gain of approximately $42,604,000 on this transaction during the
first quarter of 2000.
<PAGE>
An escrow account was established to provide Sybase, Inc. indemnity
protection against possible claims that might arise against HFN. Currently,
approximately 133,000 shares of Sybase owned by InteliData remain in escrow,
along with approximately $440,000 of cash. These amounts are payable to the
Company on January 20, 2001 unless subject to claims under the escrow provision.
The Company considers this investment to be available-for-sale under the
provisions of Statement of Financial Accounting Standards No. 115, Accounting
for Certain Investments in Debt and Equity Securities, and as such, included
within stockholders' equity as of March 31, 2000 is $2,808,000 of unrealized
gain on investments (net of taxes), which represents the increase in the fair
market value of the Sybase holdings from January 20, 2000 to March 31, 2000.
Future disposition of the Sybase shares will be reflected as gains or losses
based on the then market value as the transactions occur.
Other Income
Other income, primarily interest income, was $152,000 for the first quarter
of 2000 compared to $43,000 for the same period in the prior year. The increase
of $109,000 was due to the increased cash and cash equivalents balance for the
first quarter of 2000 compared to the first quarter of 1999.
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.
The net liabilities of discontinued operations as of December 31, 1999
included a building in New Milford, Connecticut. The Company received net
proceeds of $988,000 for the sale of the building during January 2000.
Liabilities remaining in the discontinued operations include a reserve for
potential environmental clean-up at the New Milford location, costs for legal
shut-down of the former operating subsidiaries, potential warranty costs, and
further potential settlements with telecom customers and others.
Weighted-Average Shares and Basic and Diluted Income (Loss) Per Common Share
The basic weighted-average shares increased to 38,147,000 for the first
quarter of 2000 compared to 31,693,000 for the first quarter of 1999. The
increase resulted primarily from the exercise of stock options and warrants,
stock purchases under the Employee Stock Purchase Plan, and the granting of
certain stock awards during 1999. Also, during the third and fourth quarter of
1999, all convertible preferred stock, which had been issued in July 1999, was
converted into common stock.
As a result of the foregoing, basic earnings per common share (EPS) was
$1.01 compared to a loss of $0.05 for the first quarters of 2000 and 1999,
respectively.
<PAGE>
The earnings per common share assuming dilution (diluted EPS) was $0.94 for
the first quarter of 2000. Because of losses in the first quarter of 1999, no
potential common shares were dilutive in that period.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 2000, the Company's cash and cash equivalents
increased by $2,199,000, resulting from cash proceeds from the sale of the
investment in HFN, the sale of the building in discontinued operations, and the
exercises of stock options and warrants. These proceeds were offset by the
financing of current operations and working capital, as well as capital
expenditures. At March 31, 2000, the Company had cash and cash equivalents of
$10,695,000 and working capital of $48,207,000 with no long-term debt.
During the first quarter of 2000, cash used in operating activities was
$4,337,000 compared to $1,064,000 in the same period in 1999. Cash flows from
operating activities during the first quarter of 2000 included uses of cash for
certain fixed operating expenses and increases in accounts receivable and
prepaid expenses.
Discontinued operations provided net cash of $880,000 in the first
quarter of 2000 compared to using $689,000 in the first quarter of 1999. The
Company received net proceeds of $988,000 for the sale of the building during
January 2000. Liabilities remaining in the discontinued operations include a
reserve for potential environmental clean-up at the New Milford location, costs
for legal shut-down of the former operating subsidiaries, potential warranty
costs, and further potential settlements with telecom customers and others.
The Company's investing activities during the first quarter of 2000
provided net cash of $5,021,000, primarily from the sale of the investment in
HFN, offset by the purchase of certain property and equipment to support the
increase in employees and infrastructure.
Financing activities provided $635,000 in the first quarter of 2000
compared to $98,000 in the same period in 1999. Financing activities in the
first quarter of 2000 consisted of proceeds from the sale of the Company's
common stock through stock options exercises, stock warrant exercises and the
Employee Stock Purchase Plan. Financing activities in the first quarter of 1999
consisted of proceeds from the sale of the Company's common stock through stock
option exercises.
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).
<PAGE>
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, pace of
consumer acceptance of Internet banking, mergers and acquisitions, risk of
integration of the Company's technology by large software companies, the ability
of financial institution customers to implement applications in the anticipated
time frames or with the anticipated features, functionality or benefits,
reliance on key strategic alliances and newly emerging technologies, the
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, the market value of the Company's investment,
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,
1999. These risks could cause the Company's actual results for 2000 and beyond
to differ materially from those expressed in any forward-looking statements made
by, or on behalf of, InteliData. 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------
The Company currently has no long-term debt and is not currently engaged in
any transactions that involve foreign currency. The Company does not engage in
hedging activities.
PART II: OTHER INFORMATION
--------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(a) Exhibits
--------
None.
(b) Reports on Form 8-K
-------------------
None.
<PAGE>
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, Chief Executive Officer, Chief
Financial Officer, and Director
