Exhibit 13.1 of 10-KSB for December 31, 1995
XIOX CORPORATION
1995 ANNUAL REPORT
1
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
This section and other parts of this Annual Report to
Shareholders contain forward-looking statements that involve
risks and uncertainties. The Company's actual results may
differ significantly 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
the subsection entitled "Factors Affecting Operating Results
and Market Price of Stock" commencing on page (3) below.
Results of Revenues for the fiscal year ended December 31, 1995 decreased
Operations by 10% or $758,010 to $6,753,168 in contrast to revenues for
the fiscal year ended December 31, 1994 of $7,511,178. A
significant portion of the decrease is attributable to
extraordinary sales in 1994 from North American Numbering Plan
upgrades in the Hospitality Market. Moreover, of the 10%
decline in revenues, 5% is due to the sale of a portion of the
Company's Gemini Telemanagement Systems ("GTS") business in
the fourth quarter of 1995.
Operating expense and income component comparisons, as a
percentage of revenues for the two years ending December 31,
1995 and 1994 are summarized as follows:
1995 1994
------ ------
Revenues 100% 100%
Product costs 51% 46%
Research and development 17% 13%
Marketing and SG&A 51% 46%
------ ------
Net loss from operations (19%) (5%)
Product costs as a percentage of revenues increased in 1995 to
51% from 46% as a result of increased production and product
support resources to accommodate new product releases, new
product line commitments, and products acquired through the
December 1994 Instor asset purchase.
Marketing, sales and general and administrative expense, while
increasing from 46% to 51% of revenues in 1995, decreased
overall by $27,789 or 1% in actual expenditures due to the
Company's management of expenses.
Research and development expenses increased to 17% of revenues
in 1995, an increase of $112,791 or 11% in actual expenditures
from 1994 to 1995. The Company temporarily increased its
research and development resources during 1995 to accelerate
the completion of three new products scheduled for release in
the first quarter of 1995.
2
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations, continued
Other income, net increased by $2,478 in 1995. The primary
components of this increase were a gain from the disposition
of certain assets of $109,236 offset by a net increase in
interest expense of $64,758 as well as write-offs of certain
assets of $42,000.
The Company lost $1,315,253 from operations in 1995. The loss
was incurred fairly evenly throughout the fiscal year, with a
third quarter loss slightly higher due to lower revenues.
Expense level reductions were implemented during the second
half of 1995 and have been maintained in 1996 as well. The
expense reductions are expected to lower overhead operating
expenses significantly in 1996. The Company lost $405,202 from
operations in 1994.
Liquidity At December 31, 1995, Xiox had cash and cash equivalents of
and $344,165 and net working capital of $1,125,754 (excluding
Capital deferred revenue) compared to cash and cash equivalents of
$52,556 and net working capital of $953,367 in 1994. In
addition to the working capital needed to cover the $1,299,456
net after tax loss in 1995, the Company expended $35,760 for
capital equipment and software. The remaining funds required
during 1995 were supplied by existing cash balances and the
sale of common stock and contributed capital in the amount of
$1,397,560.
The Company raised total proceeds of $403,501 (net of offering
expenses) in December 1995. The Company used a portion of the
proceeds of this offering to pay down its bank line of credit
to $100,000.
The Company had blanket inventory purchase commitments of
approximately $88,500 at December 31, 1995. Subsequently, the
Company committed to $316,000 in future inventory purchases to
capitalize on favorable pricing.
The bank line of credit was amended in December, 1995 to
$750,000 and is expected by management to provide adequate
capital resources to conduct operations at the level currently
anticipated through April of 1996 when the bank line expires.
In addition, if working capital needs require, due to business
expansion or other needs, the Company may need to seek
additional capital funding. The Company had $100,000 and
$270,000 of outstanding debt under its bank line of credit at
December 31, 1995 and 1994, respectively.
Factors Xiox operates in a rapidly changing environment that involves
Affecting a number of uncertainties, some of which are beyond the
Operating Company's control, and any of which may have an adverse
Results and effect on the Company's business, financial condition, and
Market Price results of operations. These uncertainties include, but
of Stock are not limited to, the Company's dependence on the sale of
few products; the Company's dependence on the ability of its
distributors to market the Company's products; the
fluctuations in the Company's quarterly results and the effect
of these results on the Company's ability to maintain its
listed status on the Nasdaq Small Cap Market; the ability of
the Company's product developers to design products and
software that do not contain defects and "bugs" which render
the products or software inoperable, or susceptible to
breakdown, software viruses, or "hacking"; and the outcome of
the litigation in which the Company is involved.
3
<PAGE>
XIOX CORPORATION and SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1995 and 1994
1995 1994
----------- -----------
Assets
Current Assets:
Cash and cash equivalents $ 344,165 52,556
Accounts receivable, net of allowance
for doubtful accounts of $328,624 in 1995
and $174,785 in 1994 949,779 1,468,201
Other receivables 29,005 16,234
Inventories 348,230 370,052
Prepaid expenses and other assets 74,175 62,456
----------- -----------
Total current assets 1,745,354 1,969,499
Purchased software, net 95,606 126,050
Property and equipment, net 476,381 583,562
Notes receivable 131,138 131,138
Deposits and other assets 21,952 99,851
----------- -----------
$ 2,470,431 2,910,100
=========== =========
Liabilities and Stockholders' Equity
Current Liabilities:
Bank line of credit $ 100,000 270,000
Accounts payable 146,139 356,151
Accrued expenses 81,915 48,782
Accrued compensation 60,280 274,022
Purchase deposits 231,266 67,177
Deferred revenue 687,314 828,555
----------- -----------
Total current liabilities 1,306,914 1,844,687
Commitments and Contingencies
Stockholders' equity:
Common stock, $0.01 par value,
Authorized 10,000,000 shares;
2,357,784 and 1,748,316 issued and
outstanding in 1995 and 1994 respectively 23,578 17,483
Paid-in capital 5,465,140 4,073,675
Accumulated deficit (4,325,201) (3,025,745)
----------- -----------
Total stockholders' equity 1,163,517 1,065,413
----------- -----------
$ 2,470,431 2,910,100
=========== ===========
See accompanying notes to consolidated financial statements.
4
<PAGE>
XIOX CORPORATION and SUBSIDIARIES
Consolidated Statements of Operations
For the years ended December 31, 1995 and 1994
1995 1994
----------- -----------
Revenues $ 6,753,168 $ 7,511,178
----------- -----------
Product costs 3,490,461 3,423,422
Research and development 1,130,795 1,018,004
Marketing, sales, general and administrative 3,447,165 3,474,954
----------- -----------
8,068,421 7,916,380
----------- -----------
Loss from operations (1,315,253) (405,202)
Other income, net 17,447 14,969
----------- ------------
Loss before income taxes (1,297,806) (390,233)
Income taxes (1,650) (850)
----------- -----------
Net loss $(1,299,456) (391,083)
=========== ===========
Per Share Information:
Net loss per share $ (.69) (.23)
=========== ===========
Weighted average number of common shares
outstanding during the year 1,896,792 1,713,766
=========== ===========
See accompanying notes to consolidated financial statements.
5
<PAGE>
XIOX CORPORATION and SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 1995 and 1994
1995 1994
----------- -----------
Cash used in operating activities:
Net loss $(1,299,456) (391,083)
Reconciling adjustments from operating activities:
Depreciation and amortization 173,387 171,940
Gain on disposition of certain assets (109,236) --
Decrease (increase) in
Accounts receivable, net 518,421 (441,677)
Other receivables (12,771) 71,580
Notes receivable -- 28,000
Inventories 21,822 (78,403)
Prepaid expenses, deposits
and others assets 66,180 64,860
Increase (decrease) in
Accounts payable and accrued expenses (390,622) 223,764
Purchase deposits 164,089 3,573
Deferred revenue (32,005) (9,570)
----------- -----------
Net cash used in operations (900,191) (357,016)
----------- -----------
Cash used in investing activities:
Acquisition of property and equipment,
net of disposition (28,862) (375,241)
Acquisition of software, net of disposition (6,898) (76,227)
----------- -----------
Net cash used in investing activities (35,760) (451,468)
----------- -----------
Cash provided by (used in) financing activities:
Borrowings from bank line 270,000 270,000
Sale of common stock 1,397,560 89,125
Bank line repayments (440,000) --
----------- -----------
Net cash provided by financing activities 1,227,560 359,125
----------- -----------
(Statement of Cash Flows is continued on Page 7)
See accompanying notes to consolidated financial statements.
6
<PAGE>
XIOX CORPORATION and SUBSIDIARIES
Consolidated Statements of Cash Flows, continued
For the years ended December 31, 1995 and 1994
1995 1994
-------- --------
Net increase (decrease) in cash and cash equivalents 291,609 (449,359)
Beginning cash and cash equivalents 52,556 501,915
-------- --------
Ending cash and cash equivalents
$344,165 52,556
======== ======
Supplemental Cash Flow Information:
Interest paid during the year $ 62,635 8,682
======== =====
Income taxes paid during the year $ 1,650 13,307
======== ======
Schedule of Noncash Investing and Financing
Activities:
Acquisition of companies
Fair value of assets acquired $ -- 184,276
Long-term notes receivable -- 31,138
Liabilities assumed -- (99,546)
-------- --------
Stock issued -- 115,868
-------- --------
- --------------------------------------------------------------------------------
<TABLE>
XIOX CORPORATION and SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
For the years ended December 31, 1995, and 1994
<CAPTION>
Common stock
---------------------- Paid-in Accumulated
Shares Amount capital deficit
------ ------ ------- -------
<S> <C> <C> <C> <C>
Balances, December 31,1993 1, 688,008 $ 16,880 3,869,087 (2,634,662)
---------- ---------- ---------- ----------
Common shares issued 56,508 565 197,501 --
Stock options exercised 3,800 38 7,087 --
Net loss -- -- -- (391,083)
---------- ---------- ---------- ----------
Balances, December 31,1994 1,748,316 17,483 4,073,675 (3,025,745)
========== ========== ========== ==========
Common shares issued 572,894 5,729 1,333,334 --
Stock options exercised 36,574 366 58,131 --
Net loss -- -- -- (1,299,456)
---------- ---------- ---------- ----------
Balances, December 31,1995 2,357,784 $ 23,578 5,465,140 (4,325,201)
========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
7
<PAGE>
XIOX CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
Summary of Organization
Significant Xiox Corporation (the Company) was originally incorporated in
Accounting the state of California on September 13, 1982 for the
Policies purposes of developing, producing, and marketing telephone
management and call accounting systems. The Company is
currently incorporated in the state of Delaware.
Principles of consolidation
The consolidated financial statements of Xiox Corporation
include the accounts of SFX, Inc., Gemini Telemanagement
Systems, and Xpertel Corporation, its wholly owned
subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
Revenue recognition
Software License and Hardware: Revenue is recognized when a
product is shipped or upon customer acceptance as stipulated
in the sales agreements. Payments received from customers
prior to shipment are recorded as purchase deposits. Payments
received and due from customers after shipment but prior to
acceptance, when applicable, are recorded as deferred revenue.
Maintenance and rate tariff table subscriptions: Maintenance
service and rate tariff table subscriptions entitle a customer
to receive future releases and enhancements of the related
software products for a period of one year and to receive the
current local and long distance provider tariff rates for
their call accounting systems. Maintenance and rate table
subscription revenues are recognized ratably over the period
of the maintenance and subscription agreements in accordance
with American Institute of Certified Public Accountants
(AICPA) Statement of Position (SOP), 91-1 "Software Revenue
Recognition". Maintenance revenue to date has not been
significant.
Cash and cash equivalents
Cash and cash equivalents include cash on hand or held in
banks, amounts due from banks, and short-term investments with
original maturities of less than three months. Cash and cash
equivalents consist primarily of short-term money market
funds, interest-bearing certificates of deposit, and bankers
acceptances in the amounts of $344,165 and $52,556 at December
31, 1995 and 1994, respectively. The Company considers its
cash equivalents to be held "available for sale" and
accordingly carries such assets at fair market value, with any
unrealized gain or loss recorded as a separate component of
stockholders' equity. At December 31, 1995, gross unrealized
gains and losses were not material.
Inventories
Inventories are stated at the lower of cost (first-in,
first-out basis) or market.
Property and equipment
Property and equipment are stated at cost. Depreciation is
computed on the straight-line basis over the estimated useful
lives of the assets, generally three to five years.
8
<PAGE>
XIOX CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
Summary of Software capitalization
Significant Internal software development costs, which consist of
Accounting software updates, are expensed in the year of development.
Policies Software updates are a result of internal software development
Continued and are released annually for software products. Management
believes that the benefit of these updates does not extend
beyond one year.
Purchased software with a benefit extending beyond one year is
capitalized. Purchased software is stated at cost.
Amortization is computed on the straight-line basis over
three years.
Income taxes
The Company accounts for income taxes using the asset and
liability method, under which deferred tax assets and
liabilities are recognized based on future tax consequences
attributable to differences between the financial statement
carrying amounts of existing tax assets and liabilities and
their respective tax basis.
Net loss per share
Net loss per share is computed using the daily weighted
average common shares outstanding for the year. Options
granted but not exercised under the Stock Option Plan are not
considered in the computation as the effect of including them
in the loss per share computation would be antidilutive.
Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Stock-based Compensation
In October 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard (SFAS) No.
123, "Accounting for Stock-Based Compensation." SFAS No. 123
will be effective for fiscal years beginning after December
15, 1995, and will require that the Company either recognize
in its consolidated financial statements costs related to its
employee stock-based compensation plans, such as stock option
and stock purchase plans, or make pro forma disclosures of
such costs in a footnote to the consolidated financial
statements. SFAS No. 123 is not expected to have a material
effect on the Company's consolidated results of operations or
financial position.
9
<PAGE>
XIOX CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
Inventories Inventories consist primarily of purchased hardware and
software products (finished goods). Major classes of
inventories as of December 31 consisted of the following:
1995 1994
-------- --------
Purchased parts and components $ 11,848 22,746
Work in process 12,159 11,500
Finished goods 324,223 335,806
--------- --------
348,230 370,052
--------- --------
Property A summary of property and equipment as of December 31:
and
Equipment 1995 1994
----------- ----------
Office equipment $1,019,919 986,116
Furniture and fixtures 304,384 309,325
---------- ----------
1,324,303 1,295,441
Less accumulated depreciation (847,922) (711,879)
---------- ----------
$ 476,381 583,562
========== ==========
Purchased A summary of purchased software as of December 31:
Software
1995 1994
----------- ----------
Purchased software $ 188,947 182,047
Less accumulated amortization (93,341) (55,997)
---------- ----------
$ 95,606 126,050
========== ==========
Bank Line The Company maintains a $750,000 line of credit collateralized
of Credit by eligible accounts receivable. The line bears interest at
prime plus 2% (10.5% at December 31, 1995) and expires in
April, 1996.
Lease Future minimum lease payments under noncancelable operating
Commitments leases are as follows:
Year ended December 31:
1996 $ 297,096
1997 301,716
1998 263,880
1999 263,880
2000 and thereafter 153,930
------------
$ 1,280,502
10
<PAGE>
XIOX CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
Lease Total rent expense included in overhead expenses for the
Commitments Company's operating leases was approximately $296,714 and
Continued $224,226 for the years ended December 31, 1995 and 1994,
respectively.
Taxes The provision for income taxes in 1995 and 1994 consists
entirely of current state income taxes.
The provision for income taxes differs from the amounts
computed by applying the U.S. Federal tax rate of 34% to the
Company's loss before income taxes as a result of the
following:
1995 1994
---- ----
Computed tax benefit (expense) $ 441,254 132,679
Change in the valuation allowance
for deferred tax assets (508,149) (181,354)
State income taxes, net of
federal income tax benefit (1,089) (561)
Other, net 66,334 48,386
-------- --------
Provision for income taxes $ (1,650) (850)
========= =======
11
<PAGE>
XIOX CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
<TABLE>
Taxes The tax effect of temporary differences that give rise to
Continued significant portions of the deferred tax assets and deferred
tax liabilities at December 31, 1995 and 1994 are as follows:
<CAPTION>
Deferred tax assets: 1995 1994
---- ----
<S> <C> <C>
Reserves and accruals for financial
reporting purposes not taken for tax purposes $ 422,317 348,247
Research and development costs
principally due to capitalization and
amortization for tax reporting purposes 667,688 504,313
Net operating loss carryforwards 592,378 353,806
Research and investment tax
credit carryforwards 110,601 81,616
--------- ---------
Total gross deferred tax asset 1,792,984 1,287,982
less: Valuation allowance (1,762,020) (1,253,871)
--------- ---------
Deferred tax asset, net of allowance 30,964 34,111
--------- ---------
Deferred tax liabilities:
Property and equipment, principally
due to differences in depreciation (30,964) (34,111)
--------- ---------
Total gross deferred tax liability (30,964) (34,111)
--------- ---------
Net deferred tax asset $ 0 0
--------- ---------
</TABLE>
As of December 31, 1995, the Company had various Federal and
State net operating loss carryforwards of approximately
$1,664,119 and $536,926, respectively, expiring during the
years 1998 through 2009. As of December 31, 1995, the Company
had various research and development tax credits and
investment tax credits of approximately $110,601, which expire
during the years 1998 through 2009. Under IRS Section 382, the
Company's future utilization of its net operating loss
carryforwards and certain of its general business tax credits
for Federal and State tax reporting purposes is limited to
approximately $94,000 per year for operating losses generated
prior to a change in ownership in the year ended December 31,
1989.
The valuation allowance for deferred tax assets as of January
1, 1995 was $1,253,871. The net change to the total valuation
allowance for the year ended December 31, 1995 was an increase
of $508,149.
12
<PAGE>
XIOX CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
Stock- In 1995, the Company raised $1,339,063 (net of offering
holders' expenses) through private equity offerings of 572,894 shares
Equity of restricted common stock ranging in price from $1.50 to
$3.625 per share. The shares were sold under Regulation S of
the Securities and Exchange Act of 1933. At the end of the
first fiscal quarter ending March 31, 1995, the Company's net
worth fell below National Association of Security Dealer's
(NASDAQ) minimum maintenance requirements for Small
Capitalization Listed companies. The Company subsequently
requalified during the grace period provided by NASDAQ.
<TABLE>
Employee The Company has 1994 and 1984 incentive stock option plans
Stock which provide for issuance of stock options at fair market
Options value. There are 318,682 shares of common stock currently
reserved for issuance under the plans of which 227,482 have
been granted and 91,200 were available under the 1994 Option
Plan for future grants. During 1994, the 1984 Stock Option
Plan terminated. Under the plans, incentive options are to be
granted to officers and employees, while non-qualified options
are to be granted to non-employees. All options under these
plans vest at a rate determined by the Board of Directors
beginning from the date of grant and expiring up to ten years
from the date of grant. A summary of transactions relating to
outstanding stock options is as follows:
<CAPTION>
Shares Options Exercise
Available Outstanding Price
--------- ----------- -----
<S> <C> <C> <C>
Outstanding and exercisable
at December 31, 1993 53,122 176,000 $ 1.13-4.88
=======
Additional shares reserved 100,000 -
Options granted (123,300) 123,300 3.75-5.00
Options exercised - (3,800) 1.63-1.88
Options canceled 788 (33,900) 1.25-5.00
-------- --------
Outstanding and exercisable
at December 31, 1994 30,600 261,600 1.13-5.00
======== ========
Additional shares reserved 100,000 -
Options granted (111,700) 111,700 2.88-5.50
Options exercised - (36,574) 1.44-1.88
Options canceled 72,300 (109,244) 1.44-5.00
-------- ---------
Outstanding
at December 31, 1995 91,200 227,482 $ 1.13-5.50
======== =========
<FN>
As of December 31, 1995, options to purchase 107,260 of common
stock were exercisable.
</FN>
</TABLE>
13
<PAGE>
XIOX CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
Employee Certain options offered under the 1984 Stock Option Plan
Stock may be exercised immediately upon grant but are subject to the
Options Xiox Corporation Stock Purchase Agreement, which restricts
Continued transfers of the shares until the shares are fully vested.
Under the terms of this agreement, the Company may repurchase
at the option price any or all of the unvested shares
purchased if the employee terminates his employment with the
Company prior to vesting. The Company also has the right of
first refusal in the event of any proposed disposition of the
purchased shares. No exercised options at December 31, 1995
were subject to the Stock Purchase Agreement.
Transactions In 1991, the Company advanced cash to an employee in return
with Related for a promissory note in the amount of $100,000. The
Parties promissory note bears a stated interest rate of 9%. In 1994,
the Company paid certain unscheduled liabilities for Instor
Systems Corporation in return for a $31,138 promissory note at
9% annual interest. The unpaid principal balance at December
31, 1995 and 1994 was $131,138.
Employee Effective January 1, 1990, the Company adopted the Xiox
Benefit Corporation Employee Profit Sharing Plan (the Plan). The Plan
Plans covers all regular full-time employees who have been employed
by Xiox Corporation continuously for a period of three months
during the Plan year and are employees through the date of
distribution. Distributions are determined based on certain
arithmetic formulas included in the Plan document and are
ultimately at the discretion of the Board of Directors. There
were no distributions accrued or included as expense at
December 31, 1995 and 1994, respectively.
The Company sponsors a defined contribution plan covering
substantially all of its employees. Under the plan, employees
may elect to contribute up to 20% of their salary not to
exceed an annual maximum of $9,240. As the Company has no
current plans to participate in a matching contribution
program, no such contributions were accrued or expensed at
December 31, 1995 and 1994, respectively.
Major The Company sells directly to end-users, original equipment
Customers manufacturers (OEM's), and through telephone dealer
arrangements. The Company conducts its business within one
industry segment. No single customer accounted for more than
10% of revenues during 1995 or 1994. The Company provides for
allowances on the accounts receivable, and credit losses have
not been material.
Litigation The Company is engaged in certain legal actions arising in the
ordinary course of business. The Company believes it has
adequate legal defense for those legal complaints directed
against the Company, and believes that the ultimate outcome of
these actions will not have a material effect on the Company's
financial position.
14
<PAGE>
Report of The Board of Directors
Independent Xiox Corporation and Subsidiaries:
Accountants
We have audited the accompanying consolidated balance sheets
of Xiox Corporation and subsidiaries as of December 31, 1995
and 1994, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the years
then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
financial position of Xiox Corporation and subsidiaries as of
December 31, 1995 and 1994, and the results of their
operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
San Jose, California
February 16, 1996
15
<PAGE>
Stock The Company's common stock is traded on the over-the-counter
Trading market on NASDAQ under the symbol XIOX. Xiox completed its
Information initial public offering on February 14,1986. The quarterly
high and low bid prices over the past two years were as
follows:
High Low
---- ---
Fiscal 1995
Fourth Quarter 4 1/2 2 1/2
Third Quarter 5 1/8 3 1/2
Second Quarter 6 3/4 3 3/4
First Quarter 3 3/4 2 1/4
Fiscal 1994
Fourth Quarter 4 1/2 2 1/2
Third Quarter 3 3/4 2 1/4
Second Quarter 4 1/2 3 1/2
First Quarter 6 1/4 4 1/2
Bid Price Quotations are as reported by the National
Association of Security Dealers, Inc. All bid prices reflect
interdealer prices, without retail markup, markdown, or
commission and may not represent actual transactions.
As of December 31, 1995, there were approximately 57
shareholders of record of common stock of the Company. Xiox
Corporation has never paid dividends and has no present plans
to do so. On March 26, 1996, the closing bid price was $2.25
per share.
16
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND OFFICERS CORPORATE OFFICES
<S> <C>
John T. Boatwright, Director 577 Airport Boulevard, Suite 700
Director, Merrimack County Telephone Burlingame, CA 94010
Robert K. McAfee, Director Xiox - Manchester Office
Consultant 150 Dow Street
Manchester, NH 03101
Bernard T. Marren, Director
Private Investor Xiox - Tempe Office
600 E. Baseline
Suite B-2
Marc Michel, Director Tempe, AZ 85283
and Secretary
Consultant, Hewlett Packard Corporation LEGAL COUNSEL
Mark A. Parrish, Jr., Director Wilson, Sonsini, Goodrich & Rosati
Consultant 650 Page Mill Road
Palo Alto, CA 94304
William H. Welling, Director,
Chairman and
Chief Executive Officer INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP
Richard Alter, Director 50 West San Fernando Street
President, Gemini Telemanagement Systems San Jose, CA 95113
Robert W. Boyd TRANSFER AGENT
Vice President of Operations
First Interstate Bank
Anthony DiIulio Los Angeles, CA
Vice President of Sales & Marketing
FORM 10-KSB
Melanie D. Reid
Vice President of Finance Stockholders will be provided without
and Chief Financial Officer charge, a copy of the Company's Form
10-KSB Annual Report for 1995 upon
David Y. Schlossman written request to:
Vice President of Engineering
Xiox Corporation
577 Airport Boulevard, Suite 700
Burlingame, CA 94010
</TABLE>
17
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000782995
<NAME> Xiox Corporation
<S> <C>
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