<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A NO. 1
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ________
Commission file number: 0-26802
CHECKFREE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-1013521
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4411 EAST JONES BRIDGE ROAD, NORCROSS, GEORGIA 30092
(Address of principal executive offices, including zip code)
(770) 441-3387
(Registrant's telephone number, including area code)
8275 NORTH HIGH STREET, COLUMBUS, OHIO 43235
(Former name, former address and former fiscal year,
if changed since last report)
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 the
filing requirements for at least the past 90 days. YES _X_ NO ___
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 41,450,064 shares
of Common Stock, $.01 par value, were outstanding at November 6, 1996.
<PAGE> 2
FORM 10-Q/A NO. 1
CHECKFREE CORPORATION
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets 3
June 30, 1996 and September 30, 1996
Condensed Consolidated Statements of Operations 4
For the Three Months Ended September 30, 1995 and 1996
Condensed Consolidated Statements of Cash Flows 5
For the Three Months Ended September 30, 1995 and 1996
Notes to Interim Condensed Consolidated Unaudited Financial
Statements For the Three Months Ended September 30,
1995 and 1996 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 7-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. N/A
Item 2. Changes in Securities. N/A
Item 3. Defaults Upon Senior Securities. N/A
Item 4. Submission of Matters to a Vote of Security Holders. N/A
Item 5. Other Information. N/A
Item 6. Exhibits and Reports on Form 8-K. 11-12
Signatures 13
</TABLE>
-2-
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CHECKFREE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, September 30,
1996 1996
------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 20,987,355 $ 19,014,015
Investments 18,089,029 8,988,345
Accounts receivable 29,591,417 29,540,084
Assets held for sale, net 20,000,000 19,628,178
Prepaid expenses and other 2,205,026 1,935,379
------------- -------------
Total Current Assets 90,872,827 79,106,001
Property and equipment, net 36,567,141 37,103,179
Capitalized software, net 34,407,680 32,375,126
Intangible assets, net 27,507,677 26,864,663
Investments 2,898,065 1,898,133
Other noncurrent assets 3,976,154 3,910,202
------------- -------------
TOTAL $196,229,544 $181,257,304
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 5,139,607 1,764,362
Accrued liabilities 14,996,724 12,944,378
Customer deposits 800,594 665,521
Current portion of long-term obligations 1,112,184 1,230,979
Deferred revenues 15,388,797 17,789,679
Income taxes payable 45,608 181,610
Deferred income taxes 7,819,505 7,819,505
------------- -------------
Total Current Liabilities 45,303,019 42,396,034
Accrued rent and other 195,169 310,018
Deferred income taxes 4,732,324 570,224
Long term obligations - less current portion 8,324,317 7,832,315
------------- -------------
Total Liabilities 58,554,829 51,108,591
------------- -------------
Stockholders' Equity:
Preferred stock - 15,000,000 authorized shares, $.01 par value;
no shares issued or outstanding -- --
Common stock - 150,000,000 authorized shares, $.01 par value;
42,274,800 and 42,471,420 shares issued 422,748 424,714
Additional paid in capital 276,823,109 277,024,754
Treasury stock - at cost, 757,536 shares (629,481) (629,481)
Accumulated deficit (138,941,661) (146,671,274)
------------- -------------
Total Stockholders' Equity 137,674,715 130,148,713
------------- -------------
TOTAL $196,229,544 $181,257,304
============= =============
</TABLE>
See Notes to Interim Condensed Consolidated Unaudited Financial Statements.
-3-
<PAGE> 4
CHECKFREE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended September 30,
--------------------------------------
1995 1996
----------- ------------
<S> <C> <C>
REVENUES:
Processing and servicing $ 9,594,695 $ 17,242,834
Merchant discount 2,727,859 3,489,180
License -- 4,891,855
Maintenance -- 3,586,845
Other -- 3,451,151
----------- ------------
Total Revenues 12,322,554 32,661,865
----------- ------------
EXPENSES:
Costs of processing, servicing and support 7,961,508 25,636,148
Research and development 1,925,454 7,483,804
Sales and marketing 1,766,052 5,894,765
General and administrative 1,073,254 5,909,936
----------- ------------
Total Expenses 12,726,268 44,924,653
----------- ------------
LOSS FROM OPERATIONS (403,714) (12,262,788)
OTHER:
Interest income 258,112 518,965
Interest expense (159,528) (147,890)
----------- ------------
LOSS BEFORE INCOME TAXES (305,130) (11,891,713)
Income tax benefit (137,308) (4,162,100)
----------- ------------
NET LOSS $ (167,822) $ (7,729,613)
=========== ============
Net loss per common share $ (0.01) $ (0.19)
----------- ------------
Weighted average common shares outstanding 27,182,917 41,620,174
=========== ============
</TABLE>
See Notes to Interim Condensed Consolidated Unaudited Financial Statements.
-4-
<PAGE> 5
CHECKFREE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended September 30,
-------------------------------
1995 1996
---------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (167,822) $(7,729,613)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 620,367 5,399,781
Deferred income taxes -- (4,162,100)
Loss on disposal of property and equipment 7,600 --
Changes in operating assets and liabilities:
Accounts receivable 258,124 51,333
Prepaid expenses and other 174,979 707,421
Accounts payable 390,543 (3,375,245)
Accrued liabilities 405,046 (1,937,497)
Customer deposits 1,845 (135,073)
Deferred revenues (77,536) 2,400,882
Income taxes payable (137,308) 136,002
---------- -----------
Net cash provided by (used in) operating activities 1,475,838 (8,644,109)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (968,652) (3,260,251)
Proceeds from maturities and sales of investments 892,136 10,100,616
---------- -----------
Net cash provided by (used in) investing activities (76,516) 6,840,365
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Costs related to sale of common stock (219,297) --
Repayment of notes payable and other debt extinguishment (18,750) (12,500)
Repayment of stockholders' notes -- (50,000)
Principal payments under capital lease obligations (260,389) (310,707)
Proceeds from exercise of stock options, including related
income tax benefits 111,410 203,611
---------- -----------
Net cash used in financing activities (387,026) (169,596)
---------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,012,296 (1,973,340)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,542,686 20,987,355
---------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $4,554,982 $19,014,015
========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 159,528 $ 147,890
========== ===========
Income taxes paid -- $ 6,890
========== ===========
</TABLE>
See Notes to Interim Condensed Consolidated Unaudited Financial Statements.
-5-
<PAGE> 6
CHECKFREE CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
1. The accompanying condensed consolidated financial statements and
notes thereto have been prepared in accordance with the rules and regulations
of the Securities and Exchange Commission for Form 10-Q and include all of the
information and disclosures required by generally accepted accounting
principles for interim financial reporting for Checkfree Corporation and
subsidiaries (the "Company"). The results of operations for three months ended
September 30, 1995 and 1996 are not necessarily indicative of the results for
the full year.
These financial statements should be read in conjunction with
the financial statements, accounting policies and financial notes thereto
included in the Company's Transition Report filed with the Securities and
Exchange Commission on Form 10-K/A No. 1. In the opinion of management, the
accompanying condensed consolidated unaudited financial statements reflect all
adjustments (consisting only of normal recurring adjustments) which are
necessary for a fair presentation of financial results for the interim periods
presented.
2. In August 1996, the Company signed a definitive agreement to sell
certain software for $20 million. The sale closed on October 1, 1996. An
insignificant gain on the sale will be recognized in the fiscal quarter ending
December 31, 1996.
On September 15, 1996, the Company entered into a definitive
agreement to purchase Intuit Services Corporation ("ISC"), a wholly owned
subsidiary of Intuit Inc., in exchange for approximately 12.6 million shares of
the Company's common stock. The agreement contains certain provisions that
limit the purchase of additional shares of common stock and the disposition of
shares of common stock to be obtained by Intuit Inc. The acquisition of ISC
will be accounted for under the purchase method of accounting and is expected
to include a charge for in-process research and development, currently
estimated at $120 million. ISC provides transaction processing and electronic
funds transfer services.
The Company also intends to enter into a Service and License
Agreement with Intuit Inc., contingent on the consummation of the acquisition
of ISC, whereby the Company will obtain a license to connect to and use certain
software technology of Intuit Inc. for a payment of $10 million on the closing
of the ISC acquisition and $10 million on October 1, 1997.
3. Certain amounts in the June 30, 1996 balance sheet have been
reclassified to conform with the September 30, 1996 presentation.
-6-
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
As used in this report, "Checkfree" is generally used to indicate Checkfree
Corporation prior to its acquisition of Servantis Systems Holdings, Inc. on
February 21, 1996 (the "Servantis Acquisition") and prior to its acquisition of
Security APL, Inc. on May 9, 1996 (the "Security APL Acquisition") (the
Servantis Acquisition and the Security APL Acquisition are collectively
referred to as the "Acquisitions"). "Servantis" is generally used to indicate
Servantis Systems Holdings, Inc. prior to its acquisition by Checkfree,
"Security APL" is generally used to indicate Security APL, Inc. prior to its
acquisition by Checkfree, and the term the "Company" is used to indicate the
combined company following the Acquisitions. This report contains
forward-looking statements which involve risks and uncertainties. The Company's
actual results may differ materially from the results discussed in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, those discussed in "Business -- Business Risks" in the
Company's Transition Report on Form 10-K/A No. 1.
The Acquisitions further Checkfree's strategy of providing an
expanding range of convenient, secure and cost-effective electronic commerce
services and related products to financial institutions and businesses and
their customers. Servantis' experience as a provider of electronic commerce
and financial applications software and services to financial institutions
substantially enhances the Company's presence in the financial institutions
market of the electronic commerce segment. Security APL's experience as a
vendor of portfolio management and software services to institutional
investment managers and investment services to consumers enhances the Company's
presence in the consumer and financial institutions market of the electronic
commerce segment. The integration of Checkfree's electronic transaction
processing and remote delivery technology with Servantis' software products and
market presence and Security APL's portfolio management and software services
has created a single vendor of electronic commerce services and related
products to an expanded customer base of financial institutions and businesses
and their customers.
The Company expects to incur operating losses in fiscal 1997, primarily
due to planned increases in research and development and sales and marketing
activities. The Company intends to increase research and development costs for
new products and related services. The research and development will include
the integration of the products and services of Checkfree, Servantis, and
Security APL. In addition, the Company intends to increase sales and marketing
efforts to promote the Company's new electronic commerce offerings. With the
continued acceptance in the marketplace of electronic commerce services, the
Company expects revenues to increase, and accordingly costs of processing,
servicing and support and general and administrative costs will increase.
Although these initiatives may adversely impact the Company's
short-term profitability, the Company expects that these initiatives will allow
it to maintain and enhance its leading position in the rapidly growing
electronic commerce market. There can be no assurance, however, that the
Company will be able to successfully compete against current or future
competitors or that the competitive pressures faced by the Company will not
have a material adverse effect on its business, operating results, and
financial condition.
-7-
<PAGE> 8
RESULTS OF OPERATIONS
The following table sets forth as percentages of total operating
revenues certain consolidated statements of operations data:
<TABLE>
<CAPTION>
Three months ended September 30,
--------------------------------
1995 1996
------ ------
<S> <C> <C>
TOTAL REVENUES: 100% 100%
EXPENSES:
Costs of processing, servicing and support 64.6% 78.5%
Research and development 15.6% 22.9%
Sales and marketing 14.3% 18.0%
General and administrative 8.8% 18.1%
------ ------
Total Expenses 103.3% 137.5%
------ ------
LOSS FROM OPERATIONS -3.3% -37.5%
OTHER:
Interest income 2.1% 1.6%
Interest expense -1.3% -0.5%
------ ------
LOSS BEFORE INCOME TAXES -2.5% -36.4%
Income tax benefit -1.1% -12.7%
------ ------
NET LOSS -1.4% -23.7%
====== ======
</TABLE>
Revenues increased by 165.1% from $12.3 million to $32.7 million for
the three months ended September 30, 1995 and 1996, respectively. The increase
was primarily due to revenues of $18.8 million from the operations of Servantis
and Security APL. Servantis' revenues are primarily software license fees and
related maintenance fees, while Security APL's revenues are primarily
processing fees.
Costs of processing, servicing and support were $8.0 million and $25.6
million or 64.6% and 78.5% of total revenues for the three months ended
September 30, 1995 and 1996, respectively. Included in costs of processing,
servicing and support for the three months ended September 30, 1996 is $1.9
million of purchased software amortization, which relates solely to license fee
revenue. Excluding purchased software amortization, processing, servicing and
support expenses, as a percentage of servicing revenues (all revenues except
license fees), were 64.6% and 85.5% for the three months ended September 30,
1995 and 1996, respectively. Processing, servicing and support costs increased
as a percentage of servicing revenue primarily due to a purchased profits
adjustment related to the Servantis Acquisition. The estimated profits in
deferred revenues at the Servantis Acquisition date were eliminated as a
purchase accounting adjustment. This adjustment reduced revenues approximately
$5.9 million for the three months ended September 30, 1996. Without this
adjustment, processing, servicing and support costs would have been 70.5% of
servicing revenue for the three months ended September 30, 1996. After
considering the purchased profits adjustment, processing, servicing and support
costs increased as a percentage of servicing revenue due primarily to the
September 1995 introduction of new service and pricing options, including a
lower priced bill-payment only service to target new users. The Company
anticipates additional purchased profit adjustments of approximately $1.8
million in the quarter ending December 31, 1996.
Research and development expenses were $1.9 million and $7.5 million
or 15.6% and 22.9% (19.4% excluding the purchased profits adjustment) of total
revenues for the three months ended September 30, 1995 and 1996, respectively.
The increase as a percentage of total revenues is due to increased product and
business development for new and existing services and related products,
-8-
<PAGE> 9
including Electronic Cash Disbursement ("ECD"), bill presentment and expanded
home banking offerings. Excluding the research and development costs and the
total revenues of the acquired companies, research and development costs were
$1.9 million and $3.8 million or 15.6% and 27.4% of total revenues. The most
significant increase related to ECD, which increased $1.0 million from 1995.
Sales and marketing costs were $1.8 million and $5.9 million or 14.3%
and 18.0% (15.3% excluding the purchased profits adjustment) of total revenues
for the three months ended September 30, 1995 and 1996, respectively. The
increase was due to $4.5 million of sales and marketing expense related to the
activities of the acquired companies.
General and administrative costs were $1.1 million and $5.9 million or
8.8% and 18.1% (15.3% excluding the purchased profits adjustment) of total
revenues for the three months ended September 30, 1995 and 1996, respectively.
The increase was due to $4.7 million of increased general and administrative
expense related to the newly acquired companies.
Interest income increased from $258,000 to $519,000 due primarily to
interest on investments purchased from the proceeds of the Company's initial
public offering.
The effective income tax rate (benefit) was (45.0%) and (35.0%). The
effective tax benefit was more than the statutory rate of 35% in 1995 due to
state and local taxes. In 1996, the effective benefit was more than the
statutory rate due to state and local taxes, offset primarily by non-deductible
amortization expenses.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended September 30, 1996, the Company's operating
activities used cash of $8.6 million. During the quarter, the Company invested
$3.3 million in property additions, primarily for computer related equipment
and facilities. The Company used cash and the proceeds from the sale of
investments of $10.1 million to finance these operating and investing
activities.
At September 30, 1996, the Company's cash and cash equivalents and
investments were $29.9 million, a decrease of $12.1 million from June 30, 1996.
As of September 30, 1996 the Company's current ratio was 1.9 to 1, compared to
a current ratio of 2.0 to 1 as of June 30, 1996. In addition, working capital
was $36.7 million and $45.6 million at September 30, 1996 and June 30, 1996,
respectively.
In October 1996, the Company completed the sale of certain software
and received the initial installment of $19 million. Also, in October 1996,
certain stockholders exercised their right to put back shares of common stock
to the Company at $19 per share. Approximately 276,000 shares of common stock
were put back to the Company at a cost of approximately $5.2 million. The
Company also intends to enter into a Service and License Agreement with Intuit
Inc., which will require a $10 million payment upon the closing of the ISC
acquisition and $10 million on October 1, 1997. The Company expects to fund the
initial $10 million payment pursuant to the Services and License Agreement and
the $5.2 million for common stock put back to the Company with the $19 million
proceeds from the sale of certain software. The Company expects to fund the
$10 million payment due on October 1, 1997 pursuant to the Services and License
Agreement with available cash and investments.
-9-
<PAGE> 10
The Company expects to incur operating losses through fiscal 1997.
The Company believes the existing cash and cash equivalents and investments
will be sufficient to meet the Company's presently anticipated operating,
working capital and capital expenditure requirements both for the short-term
and through at least December 31, 1997. To the extent that the Company needs
additional capital resources, the Company believes that it will have access to
both bank financing and capital leasing for additional facilities and
equipment.
INFLATION
The Company believes the effects of inflation have not had a
significant impact on the Company's results of operations.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Except for the historical information contained herein, the matters
discussed in this Form 10-Q/A No. 1 include forward-looking statements that
involve risks and uncertainties, including, but not limited to, quarterly
fluctuations in results, the management of growth, and other risks detailed
from time to time in the Company's Transition Report on Form 10-K/A No. 1 and
other Securities and Exchange Commission filings. Actual results may differ
materially from management expectations.
-10-
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT DESCRIPTION
-------------- -------------------
<S> <C>
2(a) Agreement and Plan of Merger, dated as of September 15, 1996,
among the Registrant, Checkfree Acquisition Corporation II,
Intuit Inc., and Intuit Services Corporation. (Reference is made
to Exhibit 2 to the Current Report on Form 8-K, dated September 15,
1996, filed with the Securities and Exchange Commission, and
incorporated herein by reference.)
10(a) Checkfree Corporation Amended and Restated 1995 Stock Option
Plan. (Reference is made to Exhibit 10(jjj) to the Registration
Statement on Form S-4 filed with the Securities and Exchange
Commission on October 31, 1996 (Registration No. 333-15247)
and incorporated herein by reference.)
10(b) Checkfree Corporation Associate Stock Purchase Plan.
(Reference is made to Exhibit 10(kkk) to the Registration
Statement on Form S-4 filed with the Securities and Exchange
Commission on October 31, 1996 (Registration No. 333-15247)
and incorporated herein by reference.)
10(c) Stockholder Agreement between Intuit Inc. and Peter J. Kight, as
a shareholder of the Company. (Reference is made to Exhibit
10(lll) to the Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on October 31, 1996
(Registration No. 333-15247) and incorporated herein by
reference.)
10(d) Stockholder Agreement between Intuit Inc. and Mark A. Johnson,
as a shareholder of the Company. (Reference is made to Exhibit
10(mmm) to the Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on October 31, 1996
(Registration No. 333-15247) and incorporated herein by
reference.)
10(e) Stock Restriction Agreement between the Company and Intuit
Inc. (Reference is made to Exhibit 10(nnn) to the Registration
Statement on Form S-4 filed with the Securities and Exchange
</TABLE>
-11-
<PAGE> 12
<TABLE>
<S> <C>
Commission on October 31, 1996 (Registration No. 333-15247)
and incorporated herein by reference.)
10(f) Form of Escrow Agreement among the Company, Intuit Inc. and
a to be named Escrow Agent. (Reference is made to Exhibit
10(ooo) to the Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on October 31, 1996
(Registration No. 333-15247) and incorporated herein by
reference.)
10(g) Form of Registration Rights Agreement between the Company
and Intuit Inc. (Reference is made to Exhibit 10(ppp) to the
Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on October 31, 1996 (Registration No.
333-15247) and incorporated herein by reference.)
27 * Financial Data Schedule.
</TABLE>
------------------
* Filed with this amended Report.
(b) REPORTS ON FORM 8-K.
The Registrant filed the following Current Reports on Form 8-K with
the Securities and Exchange Commission:
(i) A Current Report on Form 8-K, dated as of July 2,
1996, was filed with the Securities and Exchange
Commission on July 8, 1996 (Items 5 and 7).
(ii) A Current Report on Form 8-K/A No. 1, dated as of
May 9, 1996, was filed with the Securities and
Exchange Commission on July 22, 1996 (Items 2 and
7).
(iii) A Current Report on Form 8-K, dated as of September
15, 1996, was filed with the Securities and Exchange
Commission on September 26, 1996 (Items 5 and 7).
(iv) A Current Report on Form 8-K, dated as of October 1,
1996, was filed with the Securities and Exchange
Commission on October 9, 1996 (Items 2 and 7).
(v) A Current Report on Form 8-K/A No. 2, dated as of
May 9, 1996, was filed with the Securities and
Exchange Commission on October 11, 1996 (Items 2 and
7).
-12-
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amended report to be signed on its behalf
by the undersigned thereunto duly authorized.
CHECKFREE CORPORATION
Date: December 6, 1996 By: /s/ JAMES S. DOUGLASS
---------------------------------
James S. Douglass, Executive Vice
President, Finance and Chief
Financial Officer*
(Principal Financial Officer)
Date: December 6, 1996 By: /s/ JOHN M. STANTON
---------------------------------
John M. Stanton, Vice President,
Treasurer, and Assistant Secretary
(Principal Accounting Officer)
* In his capacity as Executive Vice President, Finance and Chief Financial
Officer, Mr. Douglass is duly authorized to sign this amended report on
behalf of the Registrant.
-13-
<PAGE> 14
CHECKFREE CORPORATION
FORM 10-Q/A NO. 1 FOR THE QUARTER ENDED
SEPTEMBER 30, 1996
EXHIBIT INDEX
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT EXHIBIT INDEX
NUMBER DESCRIPTION PAGE NUMBER
------ ----------- -----------
<S> <C>
2(a) Agreement and Plan of Merger, dated as of September
15, 1996, among the Registrant, Checkfree
Acquisition Corporation II, Intuit Inc., and Intuit
Services Corporation (Reference is made to Exhibit
2 to the Current Report on Form 8-K, dated
September 15, 1996, filed with the Securities and
Exchange Commission, and incorporated herein by
reference.)
10(a) Checkfree Corporation Amended and Restated 1995
Stock Option Plan. (Reference is made to Exhibit
10(jjj) to the Registration Statement on Form S-4 filed
with the Securities and Exchange Commission on
October 31, 1996 (Registration No. 333-15247) and
incorporated herein by reference.)
10(b) Checkfree Corporation Associate Stock Purchase
Plan. (Reference is made to Exhibit 10(kkk) to the
Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on October 31,
1996 (Registration No. 333-15247) and incorporated
herein by reference.)
10(c) Stockholder Agreement between Intuit Inc. and Peter
J. Kight, as a shareholder of the Company.
(Reference is made to Exhibit 10(lll) to the
Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on October 31,
1996 (Registration No. 333-15247) and incorporated
herein by reference.)
10(d) Stockholder Agreement between Intuit Inc. and Mark
A. Johnson, as a shareholder of the Company.
(Reference is made to Exhibit 10(mmm) to the
Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on October 31,
1996 (Registration No. 333-15247) and incorporated
herein by reference.)
10(e) Stock Restriction Agreement between the Company
and Intuit Inc. (Reference is made to Exhibit 10(nnn)
to the Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on October
31, 1996 (Registration No. 333-15247) and
incorporated herein by reference.)
</TABLE>
<PAGE> 16
<TABLE>
<S> <C>
10(f) Form of Escrow Agreement among the Company,
Intuit Inc. and a to be named Escrow Agent.
(Reference is made to Exhibit 10(ooo) to the
Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on October 31,
1996 (Registration No. 333-15247) and incorporated
herein by reference.)
10(g) Form of Registration Rights Agreement between the
Company and Intuit Inc. (Reference is made to
Exhibit 10(ppp) to the Registration Statement on
Form S-4 filed with the Securities and Exchange
Commission on October 31, 1996 (Registration No.
333-15247) and incorporated herein by reference.)
27 * Financial Data Schedule.
</TABLE>
- --------------------
* Filed with this amended Report.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 19,014,015
<SECURITIES> 8,988,345
<RECEIVABLES> 32,221,072
<ALLOWANCES> 2,680,988
<INVENTORY> 0
<CURRENT-ASSETS> 79,106,001
<PP&E> 49,609,099
<DEPRECIATION> 12,505,920
<TOTAL-ASSETS> 181,257,304
<CURRENT-LIABILITIES> 42,396,034
<BONDS> 6,707,315
0
0
<COMMON> 424,714
<OTHER-SE> 129,723,999
<TOTAL-LIABILITY-AND-EQUITY> 181,257,304
<SALES> 0
<TOTAL-REVENUES> 32,661,865
<CGS> 0
<TOTAL-COSTS> 44,924,653
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 147,890
<INCOME-PRETAX> (11,891,713)
<INCOME-TAX> (4,162,100)
<INCOME-CONTINUING> (7,729,613)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,729,613)
<EPS-PRIMARY> (0.19)
<EPS-DILUTED> (0.19)
</TABLE>
