SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
XATA CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8K (Date of
Report: August 23, 1996) as set forth in pages 2-23 attached hereto:
Item 2. Acquisition and Disposition of Assets
Item 7. Financial Statement, Pro Forma Financial Information and
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
XATA CORPORATION
By ___________________________________
Robert M. Featherstone
Chief Financial Officer
(principal financial and accounting officer)
November 7, 1996
Item 2. Acquisition and Disposition of Asset
On August 23, 1996, XATA Corporation (the "Company") completed the
acquisition of certain assets of a business division known as "Payne &
Associates" from UCG Acquisition Corporation. UCG Acquisition Corporation
acquired the assets immediately prior to the closing of the purchase pursuant to
a merger of Computer Petroleum Corporation ( "CPC") into UCG Acquisition
Corporation.
The purchase price for the acquisition of the assets of Payne &
Associates was paid as follows on the date of closing; 1) Cash in the amount of
$2,240,000 to UCG Acquisition Corporation, 2) Cash in the amount of $125,000 to
Computer Petroleum Corporation management, 3) Common Stock valued at $509,766 to
Computer Petroleum Corporation management and 4) Cash in the amount of $47,132
for other acquisition costs. In addition the Company assumed a lease and various
contracts as more fully described in the Asset Purchase Agreement. The payment
of the purchase price was not financed by any third party but was paid from
available funds of the Company.
Item 7: Financial Statements, Pro Forms Financial Information and
Exhibits
Index Page
(a) Financial Statements
Audited Financial Statements of Payne &
Associates for the Years Ended January 31, 1995
& 1996, including Auditor's Report and
Notes to Financial Statements 4-12
Statement of Revenues and Expenses of
Operations Sold-Six Months Ended
July 31, 1995 and 1996 13
Statement of Cash Flows - Six Months
Ended July 31, 1995 and 1996 14
Interim Balance Sheet-July 31, 1996 15
Notes to Statements 16-17
(b) Pro Forma Financial Information
Pro Forma Financial Information 18-19
Pro Forma Statement of Operations-Year Ended 20
September 30, 1995
Pro Forma Statement of Operations-Nine Months 21
Ended-June 30, 1996
Pro Forma Balance Sheet as of June 30, 1996 22
Pro Forma Financial Information Explanatory 23
Notes
INDEPENDENT AUDITOR'S REPORT
To Management
PAYNE & ASSOCIATES
Burnsville, Minnesota
We have audited the accompanying balance sheet of PAYNE & ASSOCIATES (a sole
proprietorship of Jason Payne from February 1, 1994 to October 9, 1995 and a
division of Computer Petroleum Corporation (CPC) from October 9, 1995 to January
31, 1996) as of January 31, 1996 and the related statements of revenues and
direct expenses, changes in owner's equity (deficit)/home office account, and
cash flows for the years ended January 31, 1996 and 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in
all material respects, the financial position of PAYNE & ASSOCIATES as of
January 31, 1996, and the results of its operations and cash flows for the years
ended January 31, 1996 and 1995, in conformity with generally accepted
accounting principles.
McGLADREY & PULLEN, LLP
Bloomington, Minnesota
October 17, 1996
PAYNE & ASSOCIATES
(A DIVISION OF COMPUTER PETROLEUM CORPORATION)
BALANCE SHEET
JANUARY 31, 1996
ASSETS 1996
- ---------------------------------------------------------------------------
Current Assets
Trade receivables, less allowance for doubtful accounts
of $39,000 $171,234
--------
TOTAL CURRENT ASSETS 171,234
--------
Other Assets (Note 2)
Acquired software, less accumulated amortization
of $9,800 186,200
Goodwill, less accumulated amortization of $2,939 104,356
Non-compete agreement, less accumulated amortization of $2,250 42,750
--------
333,306
--------
Furniture and Equipment, at cost (Notes 2, 3, and 4) 60,940
Less accumulated depreciation 4,950
--------
55,990
--------
$560,530
========
LIABILITIES AND HOME OFFICE ACCOUNT 1996
- ---------------------------------------------------------------------------
Current Liabilities
Line of credit (Note 2) $222,971
Current maturities of long-term debt 40,198
Accounts payable 17,823
Accrued expenses 25,942
--------
TOTAL CURRENT LIABILITIES 306,934
--------
Long-Term Debt, less current maturities (Note 3) 54,494
--------
Home Office Account (Note 5) 199,102
--------
$560,530
========
See Notes to Financial Statements.
PAYNE & ASSOCIATES
(A DIVISION OF COMPUTER PETROLEUM CORPORATION)
STATEMENTS OF REVENUES AND DIRECT EXPENSES
YEARS ENDED JANUARY 31, 1996 AND 1995
1996 1995
- -------------------------------------------------------------------------------
Net Sales (Note 6) $ 679,460 $ 333,523
Operating Expenses (Note 5) 719,417 382,340
--------- ---------
OPERATING LOSS (39,957) (48,817)
Non-operating Income -- 3,648
Interest Expense (Note 5) (10,305) --
--------- ---------
DIRECT EXPENSES IN EXCESS OF REVENUES $ (50,262) $ (45,169)
========= =========
See Notes to Financial Statements.
PAYNE & ASSOCIATES
(A DIVISION OF COMPUTER PETROLEUM CORPORATION)
STATEMENTS OF CHANGES IN OWNER'S EQUITY (DEFICIT)/
HOME OFFICE ACCOUNT
YEARS ENDED JANUARY 31, 1995 AND 1996
TOTAL
- ----------------------------------------------------------------------------
Balance, January 31, 1994 $ 882
Direct expenses in excess of revenues (45,169)
---------
Balance, January 31, 1995 (44,287)
Direct expenses in excess of revenues from February 1, 1995
to October 9, 1995 (14,129)
---------
$ (58,416)
=========
Push down accounting adjustment for the purchase of Payne
& Associates by CPC on October 9, 1995 $ 84,750
Working capital advances by home office (Note 5) 150,485
Direct expenses in excess of revenues from
October 10, 1995 to January 31, 1996 (36,133)
---------
Balance, January 31, 1996 $ 199,102
=========
See Notes to Financial Statements
<TABLE>
<CAPTION>
PAYNE & ASSOCIATES
(A DIVISION OF COMPUTER PETROLEUM CORPORATION)
STATEMENTS OF CASH FLOWS
YEARS ENDED JANUARY 31, 1996 AND 1995
1996 1995
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities
Direct expenses in excess of revenues $(50,262) $ (45,169)
Adjustments to reconcile direct expenses in excess of revenues to
net cash provided by (used in) operating activities:
Depreciation and amortization 32,452 4,110
Change in assets and liabilities, net of affect of
acquisition of the Company by CPC:
Increase in accounts receivable (174,185) (6,803)
Increase in accounts payable and accrued expenses 68,315 72,418
--------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (123,680) 24,556
--------- ---------
Cash Flows from Investing Activities
Purchase of equipment (31,037) (21,245)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (31,037) (21,245)
--------- ---------
Cash Flows from Financing Activities
Working capital advances by home office 150,485 --
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 150,485 --
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,232) 3,311
Cash and Cash Equivalents:
Beginning 4,232 921
--------- ---------
Ending $ -- $ 4,232
========= =========
Supplemental Disclosure of Cash Flow Information
Cash payments for interest $ 9,375 $ --
========= =========
(Continued)
</TABLE>
<TABLE>
<CAPTION>
PAYNE & ASSOCIATES
(A Division of Computer Petroleum Corporation)
STATEMENTS OF CASH FLOWS (Continued)
Years Ended January 31, 1996 and 1995
1996 1995
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Supplemental Schedule of Noncash Investing and Financing Activities
Equipment refinanced with capital lease financing $ 49,692 $ --
========= ========
Contingent purchase consideration under agreement with CPC $ 25,012 $ --
========= ========
Push down accounting adjustment related to the acquisition
of Payne by CPC:
Assets acquired:
Property and equipment $ 29,438 $ --
Acquired software 196,000
Non-compete agreement 45,000
Goodwill 82,283
--------- --------
$ 352,721 $ --
========= ========
Line of credit advance $ 222,971 $ --
Non-compete liability 45,000
Home office account 84,750
--------- --------
$ 352,721 $ --
========= ========
See Notes to Financial Statements.
</TABLE>
PAYNE & ASSOCIATES
(A DIVISION OF COMPUTER PETROLEUM CORPORATION)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION: Payne & Associates
(the Company) is primarily in the business of providing customized software to
users in the trucking and petroleum industries throughout the United States. The
Company grants credit to its customers on an individual basis.
From February 1, 1994 to October 9, 1995, the Company was a sole
proprietorship of Jason Payne. On October 9, 1995, CPC purchased substantially
all the assets of the Company for a total purchase price of $352,721 composed of
cash in the amount of $222,971, 75,000 shares of convertible preferred stock of
CPC with a value of $84,750, and a payable to seller of $45,000. CPC financed
the cash payment with a short-term bank note. This acquisition was pushed down
to the Company's financial statements. Accordingly the accompanying financial
statements present the Company as a sole proprietorship from February 1, 1994 to
October 9, 1995 and as a division of CPC from October 10, 1995 to January 31,
1996.
On August 23, 1996, CPC was merged with UCG Acquisition Corp., who then
sold substantially all the assets and related liabilities of the Company to XATA
Corporation (see Note 7).
REVENUE RECOGNITION: Revenue is recognized in the month the service is
provided or upon delivery of software.
ACCOUNTING 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.
FURNITURE AND EQUIPMENT: Furniture and equipment are stated at cost.
Depreciation is computed using the straight-line method over estimated useful
lives of four to seven years.
INTANGIBLE ASSETS: Intangible assets, consisting of acquired software
development costs, covenants not to compete, and the excess of purchase price
over assets acquired (goodwill), are stated at cost and are amortized using the
straight-line method over three to seven years.
IMPAIRMENT OF ASSETS: The Company reviews its intangibles periodically to
determine potential impairment by comparing the carrying value of the
intangibles with expected future net cash flows provided by operating activities
of the business and related products. Should the sum of the expected future net
cash flows be less than the carrying value, the Company would determine whether
an impairment loss should be recognized. An impairment loss would be measured by
comparing the amount by which the carrying value exceeds the fair value of the
assets. Fair value would be determined based on appraised market value. To date,
management has determined that no impairment of intangibles exists.
FAIR VALUE OF FINANCIAL INSTRUMENTS: At January 31, 1996, the Company
adopted FASB Statement No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL
INSTRUMENTS, which requires disclosure of fair value information about financial
instruments, whether or not recognized in the balance sheet, for which it is
practicable to estimate that value. Statement No. 107 excludes certain financial
instruments and all nonfinancial instruments from its disclosure requirements.
The aggregate fair values of the Company's financial instruments would not
represent the underlying value of the Company.
These financial statements include the following instruments: trade
accounts receivable, notes payable, and accounts payable. At January 31, 1996,
no separate comparison of fair values versus carrying values is presented for
the aforementioned financial instruments since their fair values are not
significantly different than their balance sheet carrying amounts.
INCOME TAXES AND EARNINGS PER SHARE: Because the Company was either a
sole proprietorship or a division for all periods presented, income tax and
earnings per share information has not been presented.
NOTE 2. CONTINGENT CONSIDERATION
As part of the acquisition by CPC, CPC agreed to pay the seller 40
percent of the annual pretax profit derived from the operation of the Company
for a period of five years from the date of close. During 1996, the amount of
contingent consideration accrued under this arrangement was $25,012. Under
generally accepted accounting principles, contingent consideration for the
purchase of the assets of the business will be added to intangible assets as
additional excess of purchase price over assets acquired and will be amortized
over the remaining life of the purchased intangibles (seven years). This
arrangement was terminated in conjunction with the transaction with XATA
Corporation (see Note 7).
NOTE 3. LINE OF CREDIT
CPC has a credit line agreement with a financial institution consisting
of a $250,000 line of credit expiring September, 1996. Advances under the line
accrue interest at prime plus 1.5%, are subject to borrowing base requirements,
and are secured by substantially all the assets of CPC and the Company.
Covenants under the agreement require CPC to maintain certain financial
requirements, including minimum net worth and net income levels. As of January
31, 1996, CPC had borrowed a total of $250,000 under the line of credit. The
portion of the line of credit used to finance the acquisition has been reflected
in the Company's financial statements.
NOTE 4. LONG-TERM DEBT
<TABLE>
<CAPTION>
Long-term debt consisted of the following:
1996
--------------------------------------------------------------------------------------
<S> <C>
Capital lease payable, due in monthly installments of $1,566, including
interest, through January, 1999, secured by equipment $ 49,692
Note payable under non-compete, due February, 1997 45,000
---------
94,692
Less current maturities 40,198
---------
$ 54,494
=========
Approximate future maturities of long-term debt are as follows:
Years ending January 31,
--------------------------------------------------------------------------------------
1997 $ 40,000
1998 37,000
1999 18,000
</TABLE>
NOTE 5. RELATED PARTY TRANSACTIONS
For the period the Company was a sole proprietorship, for comparability
purposes, the accompanying financial statements reflect all draws made to the
sole proprietor as salary expense. These amounts were approximately $62,000 in
1996 and $52,000 in 1995.
For the period the Company was a division of CPC, the accompanying
financial statements reflect a management fee of approximately $28,000 that
represents an allocation of expenses paid by CPC on behalf of the Company.
The accompanying financial statements do not reflect an interest charge
on the home office account. The average balance in the home office account for
the period from October 9, 1995 to January 31, 1996 was $142,000.
NOTE 6. MAJOR CUSTOMER
In 1996, the Company had one major customer that accounted for
approximately 15% of net sales. At January 31, 1996, there was no receivable
balance from this customer.
NOTE 7. ACQUISITION BY XATA CORPORATION
On August 23, 1996, XATA Corporation (XATA) acquired certain assets and
assumed certain liabilities of the Company from UCG Acquisition Corp. UCG
Acquisition Corp. acquired the assets immediately prior to the closing of the
purchase pursuant to a merger of CPC into UCG Acquisition Corp.
The purchase price for acquisition of the assets of the Company was cash
of $2,240,000. In addition, certain management of CPC were paid cash of $125,000
and 46,875 shares of XATA stock to be issued over the next three years, valued
at $509,766.
PAYNE AND ASSOCIATES
(DIVISION OF COMPUTER PETROLEUM CORPORATION)
STATEMENT OF REVENUES AND EXPENSES OF OPERATION SOLD
FOR THE SIX MONTHS ENDED JULY 31 (unaudited)
1996 1995
Net Sales $590,556 $281,842
Operating Expenses 477,689 291,678
OPERATING INCOME 112,867 (9,836)
Non-operating Expenses 0 0
Interest Income (1,860) 0
DIRECT EXPENSES IN EXCESS OF REVENUES $111,007 ($9,836)
See Notes to Statements
<TABLE>
<CAPTION>
PAYNE & ASSOCIATES
(DIVISION OF COMPUTER PETROLEUM CORPORATION)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 31,(unaudited) 1996 1995
<S> <C> <C>
Cash Flows from Operating Activities
Direct expenses in excess of/less than revenue $111,007 ($9,836)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 38,951 $2,300
Increase in accounts receivable (199,866) ($47,460)
Increase/decrease in accounts payable and accrued expenses (54,035) 59,964
Net cash provided by operating activities (214,950) 14,804
Cash Flows from Investing Activities
Purchase of Equipment (27,760) ($9,200)
Net cash used by investing activities (27,760) ($9,200)
Cash Flows from Financing Activities
Working capital advances by home office 131,703
Net cash provided by financing activities
Increase(decrease) in cash and cash equivalents $0 ($4,232)
Cash: Beginning 0 $4,232
Ending 0 0
See Notes to Financial Statements
</TABLE>
PAYNE AND ASSOCIATES
(DIVISION OF COMPUTER PETROLEUM CORPORATION)
INTERIM BALANCE SHEET
July 31, (unaudited)
ASSETS 1996
Accounts Receivable $371,100
Other Assets
Acquired software, less accumulated amortization of $29,400 166,600
Goodwill, less accumulated amortization of $8,817 142,678
Non-compete agreement, less accumulated amortization of $6,750 38,250
347,528
Furniture & Equipment, at cost 88,700
Less accumulated depreciation 13,923
74,777
TOTAL ASSETS $793,405
--------
LIABILITIES & HOME OFFICE ACCOUNT
Line of Credit $222,971
Current maturities of long term debt $25,198
Accounts Payable $51,100
Accrued Expenses 46,700
345,969
Long Term Debt, less current maturities 45,494
Home Office Account 401,942
TOTAL LIABILITIES & HOME OFFICE ACCOUNT $793,405
--------
See Notes to Statements
PAYNE & ASSOCIATES
NOTES TO UNAUDITED STATEMENTS
1. MANAGEMENT STATEMENT
The accompanying unaudited financial statements contain all adjustments
(consisting of only normal, recurring accruals) necessary to present fairly the
financial position of the Company for the periods provided. The results of
operations for any interim period are not necessarily indicative of the results
for the fiscal year.
XATA CORPORATION
PRO FORMA FINANCIAL INFORMATION
1. The following pro forma financial information reflects the registrant's
purchase on August 23, 1996 of the assets and accounts payable of Payne and
Associates, a software development division of UCG Acquisition
Corporation/Computer Petroleum Corporation, for a total purchase price of
$2,921,898 consisting of $2,365,000 in cash and 46,875 shares of common stock,
based on the market value of XATA Corporation's common stock on the date of
closing, to be issued over the next three years, valued at $509,766. The
following pro forma balance sheet as of June 30, 1996 has been prepared as if
the purchase became effective on that date and includes the assets purchased and
liabilities assumed. The following pro forma statements of operations for the
nine months ended June 30, 1996 and the year ended September 30, 1995, have been
prepared assuming the purchase occurred on October 1, 1994, and include the
revenue and expenses related to the operation of the business. The pro forma
financial information is based on assumptions contained in the explanatory notes
and may not be indicative of future results of operations.
2. Determination of Purchase Price:
The acquisition has been accounted for as an asset purchase. The total purchase
price is calculated as follows:
Cash paid to UCG Acquisition Corporation $2,240,000
Cash paid to Computer Petroleum Corporation Management 125,000
Cash paid for other acquisition costs 47,132
Stock issued/To be issued to Computer Petroleum
Corporation Management 509,766
Total purchase price $2,921,898
3. Allocation of Purchase Price:
Preliminary purchase price allocation was based on the following as of the date
of acquisition. Current assets and liabilities were valued on Computer Petroleum
Corporation's carryover basis. Fixed asset were valued at Computer Petroleum
Corporation's net book value. Software was valued based on a four year
discounted cash flow analysis. The balance of the purchase price was allocated
to goodwill. The total purchase price was allocated as follows:
Accounts Receivable $ 321,197
Fixed Assets 82,556
Software 1,200,000
Intangible (Goodwill) 1,339,102
Accounts Payable (20,957)
Total purchase price $2,921,898
<TABLE>
<CAPTION>
XATA CORPORATION
PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)
YEAR ENDED SEPTEMBER 30, 1995
XATA
XATA PAYNE & PRO FORMA CORPORATION
CORPORATION ASSOCIATES ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C>
Net Sales $7,129,589 $522,447 $7,652,036
Cost of Goods Sold $4,108,525 $4,108,525
Gross Margin $3,021,064 $522,447 $3,543,511
Operating Expenses $2,228,376 $605,531 $734,859 (B&C) $3,568,766
OPERATING INCOME(LOSS) $792,688 ($83,084) ($734,859) ($25,255)
Non-operating Income $23,139 $59 $23,198
Interest Expense ($28,650) ($183,288)(A) ($211,938)
Income(Loss) Before Income Taxes $787,177 ($83,025) ($918,147) ($213,995)
Income Taxes $0 $0 $0
Net Income(Loss) $787,177 ($83,025) ($918,147) ($213,995)
Net Income Per Common $0.22
& Common Equivalent Share
Pro Forma Net Income Per Common ($0.06)
& Common Equivalent Share
Average Common & Common 3,583,251
Equivalent Shares Outstanding
Pro Forma Common & Common 3,630,125
Equivalent Shares Outstanding
See Notes to Pro Forma Financial Statements
</TABLE>
<TABLE>
<CAPTION>
XATA CORPORATION
PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)
YEAR TO DATE JUNE 30, 1996
XATA
XATA PAYNE & PRO FORMA CORPORATION
CORPORATION ASSOCIATES ADJUSTMENTS PRO FORMA
<S> <C> <C> <C> <C>
Net Sales $7,154,922 $782,199 $7,937,121
Cost of Goods Sold $3,900,423 $3,900,423
Gross Margin $3,254,499 $782,199 $4,036,698
Operating Expenses $2,413,709 $602,799 $337,847 (B&C) $3,354,355
Operating Income $840,790 $179,400 ($337,847) $682,343
Non-operating Expenses $151,759 $151,759
Interest Income ($9,189) ($21,540) ($115,926)(A) ($146,655)
Income Before Income Taxes $983,360 $157,860 ($453,773) $687,447
Income Taxes
Net Income (Loss) $983,360 $157,860 ($453,773) $687,447
Net Income Per Common $0.24
& Common Equivalent Share
Pro Forma Net Income Per Common $0.16
& Common Equivalent Share
Average Common & Common 4,182,688
Equivalent Shares Outstanding
Pro Forma Average Common & Common 4,229,563
Equivalent Shares Outstanding
See Notes to Pro Forma Financial Statements
</TABLE>
<TABLE>
<CAPTION>
XATA CORPORATION
PRO FORMA BALANCE SHEET(UNAUDITED)
AS OF JUNE 30, 1996
XATA
XATA PAYNE & PRO FORMA CORPORATION
CORPORATION ASSOCIATES ADJUSTMENTS PRO FORMA
(D)
CURRENT ASSETS
<S> <C> <C> <C> <C>
Cash and cash equivalents $6,224,135 ($2,412,132) $3,812,003
Trade receivables, less allowance $2,320,775 $321,197 $2,641,972
for doubtful accounts
Inventories $334,679 $334,679
Prepaid expenses $69,411 $69,411
Total current assets $8,949,000 $6,858,065
OTHER ASSETS
Capitalized software development costs, net $461,405 $461,405
Acquired software $173,134 $1,026,866 $1,200,000
Intangibles, less accumulated amortization $5,068 $141,200 $1,197,902 $1,344,170
Total other assets $466,473 $3,005,575
EQUIPMENT & LEASEHOLD
IMPROVEMENTS AT COST
Engineering and manufacturing equipment $260,677 $260,677
Office furniture and equipment $686,389 $82,556 $768,945
Leasehold improvements $72,747 $72,747
Less accmulated depreciation ($450,578) ($450,578)
and amortization
Net equipment & leasehold $569,235 $651,791
TOTAL ASSETS $9,984,708 $740,953 ($210,230) $10,515,431
CURRENT LIABILITIES
Current maturities of LT debt & Line of Credit $248,169 ($248,169)
Accounts payable $704,700 $53,730 ($32,773) $725,657
Accrued expenses $414,548 $40,370 ($40,370) $414,548
Deferred revenue $617,951 $617,951
Total current liabilities $1,737,199 $342,269 ($321,312) $1,758,156
LONG TERM DEBT, LESS CURRENT $139,792 $45,494 ($45,494) $139,792
MAUTRITIES
HOME OFFICE ACCOUNT - $353,190 ($353,190)
SHAREHOLDERS' EQUITY
Common stock $43,274 $375 $43,649
Additional paid-in capital $8,576,463 $509,391 $9,085,854
Accumulated deficit ($512,020) ($512,020)
Total shareholder equity $8,107,717 $8,617,483
TOTAL LIABILITIES & SHAREHOLDER
EQUITY $9,984,708 $740,953 ($210,320) $10,515,431
See Notes to Pro Forma Financial Statements
</TABLE>
XATA CORPORATION
PRO FORMA FINANCIAL INFORMATION
EXPLANATORY NOTES
(A) To reflect the decrease in interest income related to the cash used by
registrant to acquire the Company, through December, 1995.
(B) To reflect the increase in depreciation and amortization related to the
assets acquired by registrant. Acquired software is amortized over a useful life
of four years. Intangibles(Goodwill) is amortized over a period of seven years.
(C) To reflect the incremental salary and benefit expense related CPC
Management who were hired by registrant.
(D) To record the assets acquired and liabilities assumed of Payne &
Associates.
