SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
_X_ Quarterly report pursuant to Section 13 of 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1998 or
___ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ___________ to ____________
Commission File Number: 0-27166
----------------------------------------------
XATA Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1641815
- ------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
151 E. Cliff Road, Suite 10, Burnsville, Minnesota 55337
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (612) 894-3680
-----------------------------
- --------------------------------------------------------------------------------
(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 such filing
requirements for the past 90 days.
Yes _X_ No___
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of May 12, 1998, the following securities of the Registrant were outstanding:
4,392,559 shares of Common Stock, $.01 par value per share.
<PAGE>
XATA Corporation
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements:
Balance Sheets as of
March 31, 1998 and September 30, 1997 3
Statements of Operations for the Three and Six
Months Ended March 31, 1998 and 1997 5
Statements of Cash Flows for the Six
Months Ended March 31, 1998 and 1997 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan
of Operation
8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
<PAGE>
PART I. Item 1. Financial Information
XATA Corporation
BALANCE SHEETS
March 31, 1998 and September 30, 1997
<TABLE>
<CAPTION>
March 31, September 30,
ASSETS: 1998 1997
------------ ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 456,234 $ 336,126
Available-for-sale securities 655,545 3,054,076
Accounts receivable, less allowance for doubtful accounts
of $238,675 at March 31, 1998, and $275,000 at September 30, 1997 3,548,715 2,613,039
Notes receivable, current portion 203,808 0
Inventories 600,361 434,836
Prepaid expenses 149,818 115,334
Deferred taxes 1,157,535 1,040,000
------------ ------------
Total current assets 6,772,016 7,593,411
Equipment and leasehold improvements, at cost:
Engineering and manufacturing equipment 789,974 759,181
Office furniture and equipment 1,547,112 1,310,079
Leasehold improvements 120,317 38,417
------------ ------------
2,457,403 2,107,677
Less accumulated depreciation and amortization (1,133,042) (885,425)
------------ ------------
Net equipment and leasehold improvements 1,324,361 1,222,252
------------ ------------
Other Assets:
Notes receivable, long term portion 459,145
Capitalized software development costs, less accumulated amortization
of $2,023,993 at March 31, 1998, and $1,495,369 at September 30, 1997 1,741,574 1,065,633
Purchased software, less accumulated amortization
of $1,061,907 at March 31, 1998, and $1,000,000 at September 30, 1997 338,093 400,000
Goodwill, less accumulated amortization
of $1,379,580 at March 31, 1998, and $1,365,294 at September 30, 1997 159,523 173,809
Other 48,545 54,873
------------ ------------
Total other assets 2,746,880 1,694,315
Total assets $ 10,843,257 $ 10,509,978
============ ============
</TABLE>
<PAGE>
XATA Corporation
BALANCE SHEETS
March 31, 1998 and September 30, 1997
<TABLE>
<CAPTION>
March 31, September 30,
LIABILITIES AND STOCKHOLDERS' EQUITY : 1998 1997
---------------------------------
<S> <C> <C>
Current Liabilities:
Accounts payable $ 1,288,322 $ 648,175
Accrued expenses and taxes payable 812,872 980,227
Deferred revenue 1,130,881 1,116,106
------------ ------------
Total current liabilities 3,232,075 2,744,508
Long-term Liabilities:
Long-term debt 163,271 156,256
Deferred taxes 460,000 460,000
------------ ------------
Total long-term liabilities 623,271 616,256
Stockholders' Equity:
Commonstock, par value $.01 per share, authorized 8,333,333 shares; issued
4,392,559 at March 31, 1998 and 4,383,025 at
September 30, 1997 43,925 43,830
Additional paid-in capital 9,210,676 9,195,771
Common stock to be issued 271,875 271,875
Retained earnings (accumulated deficit) (2,538,565) (2,362,262)
------------ ------------
Total stockholders' equity 6,987,911 7,149,214
------------ ------------
Total liabilities and stockholders' equity $ 10,843,257 $ 10,509,978
============ ============
</TABLE>
<PAGE>
XATA Corporation
STATEMENTS OF OPERATIONS
For the Three and Six Months ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
Three Month Periods Six Month Periods
Ended March 31, Ended March 31,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 3,440,896 $ 2,632,375 $ 5,998,692 $ 5,112,450
Cost of sales 2,013,751 1,347,696 3,470,846 2,603,762
----------- ----------- ----------- -----------
Gross profit 1,427,145 1,284,679 2,527,846 2,508,688
Operating expenses 1,415,535 1,278,252 2,880,763 2,497,223
----------- ----------- ----------- -----------
Operating income (loss) 11,610 6,427 (352,917) 11,465
Non-operating (expense) income:
Interest (expense) (3,350) (3,298) (7,015) (6,699)
Interest income 29,688 34,228 66,094 77,244
----------- ----------- ----------- -----------
26,338 30,930 59,079 70,545
----------- ----------- ----------- -----------
Net income (loss) before income taxes 37,948 37,357 (293,838) 82,010
Income tax provision (benefit) 15,179 14,840 (117,535) 32,740
----------- ----------- ----------- -----------
Net income (loss) $ 22,769 $ 22,517 $ (176,303) $ 49,270
=========== =========== =========== ===========
Net income (loss) per share
Basic EPS $ 0.01 $ 0.01 $ (0.04) $ 0.01
=========== =========== =========== ===========
Diluted EPS $ 0.01 $ 0.00 $ (0.04) $ 0.01
=========== =========== =========== ===========
Weighted average common and common
equivalent shares outstanding
Basic EPS 4,417,559 4,421,885 4,415,784 4,415,502
=========== =========== =========== ===========
Diluted EPS 4,513,897 4,529,821 4,415,784 4,556,693
=========== =========== =========== ===========
</TABLE>
<PAGE>
XATA Corporation
STATEMENTS OF CASH FLOWS
For the Six Months Ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
Six Month Periods
Ended March 31,
1998 1997
----------- -----------
Cash Flows from Operating Activities
<S> <C> <C>
Net income (loss) $ (176,303) $ 49,270
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 858,762 700,462
Deferred taxes (117,535) 0
(Increase) decrease in accrued income in available-for-sale securities 46,262 31,785
(Gain) or loss on sale of available-for-sale securities 0 0
Amortization of discount on note payable 7,015 6,700
Change in assets and liabilities:
(Increase) decrease in accounts receivable (935,676) (133,637)
(Increase) decrease in notes receivable (662,953) 0
(Increase) decrease in inventories (165,525) 205,857
(Increase) decrease in prepaid expenses (34,484) (28,130)
Increase (decrease) in accounts payable 640,147 (351,552)
Increase (decrease) in accrued expenses and taxes payable (167,355) (103,868)
Increase (decrease) in deferred revenue 14,775 273,719
----------- -----------
Net cash provided by (used in) operating activities (692,870) 650,606
----------- -----------
Cash Flows from Investing Activities
Purchase of available-for-sale securities (1,999,156) (3,341,004)
Proceeds from sale and maturity of available-for-sale securities 4,351,425 3,451,038
Purchase of fixed assets (349,726) (190,819)
Additions to software development costs (1,204,565) (581,278)
----------- -----------
Net cash provided by (used in) investing activities 797,978 (662,063)
----------- -----------
Cash Flows from Financing Activities
Net increase (decrease) in line of credit 0 0
Proceeds from long-term debt 0 0
Repayment of long-term debt 0 0
Proceeds from options and warrants exercised 15,000 2,334
Proceeds from public stock offering 0 0
----------- -----------
Net cash provided by (used in) financing activities 15,000 2,334
----------- -----------
Increase (decrease) in cash and cash equivalents 120,108 (9,123)
Cash and Cash Equivalents
Beginning 336,126 740,085
----------- -----------
Ending $ 456,234 $ 730,962
=========== ===========
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1. MANAGEMENT STATEMENT
In the opinion of management of the Company, the accompanying unaudited
financial statements contain all adjustments (consisting of only normal,
recurring accruals) necessary to present fairly the financial position of the
Company as of March 31, 1998 and the results of operations and cash flows for
the three and six month periods ended March 31, 1998 and 1997. The results of
operations for any interim period are not necessarily indicative of the results
for the fiscal year ending September 30, 1998. These interim financial
statements should be read in conjunction with the Company's annual financial
statements and related notes thereto included in the Company's Form 10-KSB and
Annual Report to shareholders for the fiscal year ended September 30, 1997.
NOTE 2. EARNINGS PER SHARE
The FASB has issued Statement No. 128, Earnings per Share, which supersedes APB
Opinion No. 15. Statement No. 128 requires the presentation of earnings per
share by all entities that have common stock or potential common stock, such as
options, warrants and convertible securities, outstanding that trade in a public
market. Those entities that have only common stock outstanding are required to
present basic earnings per-share amounts. Basic per-share amounts are computed,
generally, by dividing net income or loss by the weighted-average number of
common shares outstanding. All other entities are required to present basic and
diluted per-share amounts. Diluted per-share amounts assume the conversion,
exercise or issuance of all potential common stock instruments unless the effect
is anti-dilutive thereby reducing the loss or increasing the income per common
share. The Company initially applied Statement No. 128 for the three months
ended December 31, 1997 and, as required by the Statement, has restated all per
share information for the prior years to conform to the Statement.
<PAGE>
PART I ITEM 2. Management's discussion and analysis or plan of operation. The
following discussion and analysis provides information which management believes
is relevant to an assessment and understanding of the Company's results of
operation and financial condition. This discussion should be read in conjunction
with the financial statements in Item 1 and the Company's report on Form 10-KSB
for the period ended September 30, 1997.
RESULTS OF OPERATIONS
NET SALES. XATA is a leading provider of information software, systems and
services to transportation companies. XATA's products and services unify all
participants in a company's supply chain to optimize the collection,
communication and processing of information throughout the transportation
network. XATA's systems use onboard computers, fleet management software, route
optimization software, dispatch software, Internet software, satellite
positioning and mobile communication capabilities to improve fleet productivity
and profitability.
The Company's net sales for the three months ended March 31, 1998 increased
30.7% to $3,440,896 as compared to sales of $2,632,375 for the comparable three
month period ended March 31, 1997. Net sales for the six months ended March 31,
1998 increased 17.3% to $5,998,692 from the comparable six months ended March
31, 1997. Sales to private fleet customers for the three months ended March 31,
1998 were 38% higher than the comparable period in fiscal 1997. This growth,
together with the increased year-to-date revenue from XET (XATA Enterprise
Technologies, an unincorporated division, formerly known as Payne & Associates),
has been more than enough to offset a slowdown in deliveries to a large
customer. This customer continues to be involved in a major restructuring
program intended to direct additional funds into its leading lines of business,
one of which includes the division that purchases XATA onboard computers.
Deliveries to this customer accounted for over 21% of the revenue for the first
six months of fiscal 1997, but only approximately 3% of the revenue for the
first six months of fiscal 1998. Although XATA expects that deliveries to this
particular customer in fiscal 1998 will remain at or below fiscal 1997 levels,
XATA anticipates that total Company revenue for fiscal 1998 will exceed fiscal
1997 levels.
GROSS PROFIT. The Company had a gross profit of $1,427,145 (41.5% of net sales)
for the three months ended March 31, 1998, compared to a gross profit of
$1,284,679 (48.8% of net sales) for the comparable 1997 period. The six month
totals were $2,527,846 (42.1% of net sales) and $2,508,688 (49.1% of net sales)
respectively. The decrease in gross profit percentage is due to the increased
amortization of capitalized software development costs, increased costs for
software support, increased costs for the technical support department, and to
the relatively high material content of the new Mobile Application Server (MAS),
which began shipping in the current quarter, but has not yet had the benefit of
volume purchasing of its parts. These were somewhat offset by improved
percentages for material content of the onboard computer system sales and
decreased percentage for amortization of purchased software.
OPERATING EXPENSES. Operating expenses include research and development, selling
expenses and general and administrative expenses. Total operating expenses were
$1,415,535 for the three month period ended March 31, 1998 (41.1% of net sales)
compared to $1,278,252 (48.6% of net sales) for the comparable prior year
period. The six month totals were $2,880,763 (48.0% of net sales) and $2,497,223
(48.9% of net sales), respectively.
Operating expenses other than research and development were $1,276,773 (37.1% of
net sales) for the three month period ended March 31, 1998 compared to
$1,082,764 (41.1% of net sales) for the comparable prior year period. The six
month totals were $2,505,330 (41.8% of net sales and $2,142,757 (41.9% of net
sales),
<PAGE>
respectively. The increases of $194,009 and $362,573 for the three and six month
periods ended March 31, 1998 compared to the comparable prior year periods were
primarily due to planned increases in sales, marketing and MIS expenses
associated with a higher level of sales. These were offset somewhat by the
decrease in amortization of goodwill associated with the purchase of Payne &
Associates. The Company will continue to develop required infrastructure to
facilitate planned increases in revenue and, accordingly, expects that operating
expenses will continue to increase during fiscal 1998 and fiscal 1999.
The Company's market position is based on its strong research capability and its
technology leadership, as evidenced by its growing customer base. The Company
has significantly increased expenditures for its combined research and
development and capitalized software development costs. Expenditures for
research and development are included in operating expenses and are charged to
operations as incurred. These research and development expenses during the three
months ended March 31, 1998 were $138,761 compared to $195,488 during the
comparable 1997 period. The six month totals were $375,433 and $354,466
respectively. The changes from the prior year periods reflect results of planned
increases in personnel and expenses related to new product capabilities being
offset by a larger percentage of the engineers' time being spent in the
development of capitalizable new project development. Software development costs
are capitalized after the establishment of technological feasibility of new
products or enhancements. Capitalized software development costs are amortized
to cost of sales over a two-year period. Software development costs of $681,349
were capitalized for the three month period ended March 31, 1998, compared to
$273,448 for the comparable three month period of 1997. The six month totals
were $1,204,564 and $581,278 respectively. The increases in the current year
costs are due to development of enhancements and new software versions to
respond to industry requirements and customer needs. The Company anticipates
that expenditures for research and development and capitalized software
development will to continue to increase during fiscal 1998 and fiscal 1999.
INTEREST INCOME AND EXPENSES. Net interest income for the three month period
ended March 31, 1998 was $26,338 compared to $30,929 in the comparable prior
year period. The six month totals were $59,079 and $70,545, respectively. The
Company anticipates that net interest income will continue to decrease in the
future as additional funds are used to support software development programs.
INCOME TAXES. Income tax expense has been recorded at a 40% effective tax rate.
Income tax expense for the three month period ended March 31, 1998 was a tax
expense of $15,179 compared to a tax expense of $14,840 for the comparable 1997
period. The six month totals were a tax benefit of $117,535 and a tax expense of
$32,740, respectively.
.
NET INCOME. The Company recorded net income of $22,769 for the three month
period ended March 31, 1998, compared to net income of $22,517 for the
comparable 1997 period. The six month totals were a net loss of $176,303 and net
income of $49,270, respectively. The $225,573 decrease from the prior year six
month period is primarily the result of additional amortization of capitalized
software development costs and planned increases in engineering, technical
support, and sales and marketing expenses, as well as the other factors
discussed in this section.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1998, the Company's working capital was $3,539,941 compared to
$4,848,903 at September 30, 1997. Cash and cash equivalents are held primarily
in a fund composed of short-term commercial paper until such time as required by
operations. Available-for-sale securities of $655,545 at March 31, 1998 are
<PAGE>
composed of corporate debt securities with maturities ranging from April 1998 to
December 1998. The cost of the available-for-sale securities approximated fair
market value at March 31, 1998.
Net cash flows used in operating activities during the six months ended March
31, 1998 totaled a negative $692,870, resulting primarily from the increase in
accounts receivable ($935,676) and notes receivable ($662,953) which were offset
by an increase in accounts payable ($640,147). XATA has provided certain
customers, purchasers of XET Desktop Dispatch, delayed payment terms until the
software program they purchased has been enhanced to include new features. The
Company anticipates that a portion of these accounts may not be paid until next
fiscal year, but that others will be current by the end of the third fiscal
quarter.
Cash flows provided by investing activities during the six months ended March
31, 1998 totaled $797,978, resulting from the net selling activity of the
available-for-sale securities ($2,352,269) which were offset by additions to
software development costs ($1,204,565) and capital expenditures ($349,726).
This compares to net sales of available-for-sale securities ($110,079), offset
by additions to software development costs ($581,278) and capital expenditures
($190,819) totaling $466,014 of funds used in investing activities for the
comparable period in 1997. The Company continues to fund development of
enhancements to the Onboard Computer and Mobile Application Server systems and
other software products such as the Windows version of the Fleet Management
System and multiple communications. The Company also intends to fund development
of a more robust version of its Desktop Dispatch system that will be sold to
larger fleets. Capital expenditures were primarily for internal PC equipment and
office equipment to support increases in personnel and engineering equipment
used in developing new products. Although the Company currently has no firm
commitments for capital expenditures, it anticipates capital expenditures of at
least $200,000 during the balance of fiscal 1998.
Cash flows from financing activities during the six months ended March 31, 1998
totaling $15,000 resulted from the exercise of stock options by employees. The
Company's $150,000 term debt facility for fixed asset additions, and its
$1,000,000 line of credit with Norwest Bank Minnesota, N.A. both would have
expired on March 31, 1998, but have been extended to June 30, 1998 on amended
terms, while the Company re-negotiates new agreements with the bank. Advances
under the line of credit accrue interest at prime plus 1.0%, with an effective
rate of 9.0% as of May 12, 1998. At March 31, 1998 there were no balances due.
However, subsequent to that time the Company chose to utilize the line of credit
rather than sell certain of its available-for-sale securities that mature later
in the year. Those balances have currently been paid off, and as of May 12, 1998
there were no balances outstanding on the line of credit.
During fiscal year 1998, cash will be required to meet increased working capital
needs, including inventory and accounts receivable financing, increased
expenditures for marketing, sales, and customer support, continuing research and
development expenses and capital expenditures. The Company believes its cash on
hand plus its available-for-sale securities, its debt facilities, and its
current vendor terms will be adequate to fund its anticipated revenue growth and
to maintain its liquidity for the foreseeable future, subject to changes in its
overall sources and needs for cash. However, the Company's future cash flows
from operations and its future cash flow needs may vary depending on a number of
factors, including projected future systems development, level of competition,
general economic conditions and other factors beyond the Company's control. The
Company is presently developing and evaluating a plan to fund future business
growth.
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<PAGE>
FORWARD-LOOKING STATEMENTS
THIS REPORT, AND IN PARTICULAR THE PARAGRAPH TITLED "OUTLOOK - FOURTH QUARTER
NON-CASH CHARGE", CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES, AND OTHER FACTORS DESCRIBED IN THIS REPORT, INCLUDING BUT
NOT LIMITED TO COMPETITION; TIMING OF RECEIPT AND SHIPMENT OF CUSTOMER ORDERS;
THE RESULTS OF MARKETING EFFORTS; THE EXPENSE AND TIME REQUIRED TO COMPLETE
RESEARCH AND DEVELOPMENT EFFORTS; AND THE INTEGRATION OF ACQUIRED BUSINESSES.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes In Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders -
The annual meeting of shareholders of the Company was held on
February 18, 1998. As of the record date, January 7, 1998,
there were 4,392,559 shares of Common Stock issued and
outstanding. There were present and voting at the meeting, in
person or by proxy, 3,141,786 shares of Common Stock
(approximately 72% of the total issued and outstanding).
Matters voted upon and results thereof are as follows:
1.Election of Directors:
FOR AGAINST
Dennis R. Johnson 3,121,039 20,747
William P. Flies 3,118,806 22,980
Carl M. Fredericks 3,121,106 20,680
Roger Kleppe 3,120,374 21,412
Stephen Lawrence 3,120,774 21,012
2. Amendment to 1991 Long-Term Incentive Stock Option Plan to
change the terms of automatic grant of options to
non-employee Directors:
FOR 2,747,567 AGAINST 74,968 ABSTAIN 13,664
------------- ------------- --------
BROKER NON-VOTE 305,587
-------
3. Ratification of appointment of McGladrey & Pullen, LLP as
the independent auditors of the Company for the year ending
September 30, 1998:
FOR 3,126,402 AGAINST 7,583 ABSTAIN 7,801_
-------------- -------------- ---------
Item 5. Other Information
* On April 30, 1997 the Board of Directors of the
Company authorized the repurchase of shares of the
Company's common stock in market transactions from
time to time, not to exceed $1 million. Any shares
which are repurchased will retire to authorized,
unissued capital stock of the Company. As of May 12,
1998 no shares had been repurchased during the
current fiscal year.
Item 6. Exhibits and Reports on Form 8-K - Financial Data Schedule
* Exhibit 10.9 - Third Amendment to Credit Agreement
* Exhibit 27 - Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: May 12, 1998 XATA Corporation
-------------- (Registrant)
by: /s/ Robert M. Featherstone
---------------------------------
Robert M. Featherstone
Chief Financial Officer
(Signing as Principal Financial and Accounting
Officer and as Authorized)
XATA CORPORATION 10QSB - MARCH 31, 1998
EXHIBIT 10.9
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Third Amendment") dated as of May
11, 1998 is between Norwest Bank Minnesota, National Association (the "Bank")
and XATA Corporation (the "Borrower").
BACKGROUND
The Borrower and the Bank entered into a Credit Agreement dated June 20, 1995 as
amended by a First Amendment on November 3, 1995 and as amended by a Second
Amendment dated May 9, 1997 (as amended the "Agreement") pursuant to which the
Bank provided to the Borrower a conditional revolving line of credit (the
"Line"). The Line is currently evidenced by a promissory note dated May 9, 1997
(the "May 1997 Revolving Note").
The Borrower has now requested that the Bank extend the maturity date of the
Line. The Bank is willing to grant this request subject to the terms of this
Third Amendment.
In consideration of the above premises, the Bank and the Borrower agree as
follows:
1. Section 1.2 of the Agreement is hereby amended by deleting the March
31, 1998 date referenced therein and replacing it with "June 30, 1998".
2. Section 2.2 of the Agreement is hereby amended by deleting the March
31, 1998 date referenced therein and replacing it with "June 30, 1998".
3. Exhibit B of the Agreement is hereby amended by adding the following
under the section titled "Security Documents":
Collateral Pledge Agreement. A Collateral Pledge Agreement
signed by the Borrower granting the Bank a first lien security
interest in the Borrower's accounts. The Borrower will execute
a financing statement and all other documents sufficient to
perfect the security interest granted to the Bank.
4. The Borrower hereby represents and warrants to the Bank as follows:
A. The Agreement remains in full force and effect.
B. The execution, delivery and performance of this Third
Amendment are within its corporate powers, have been duly
authorized and are not in contravention of law or the terms of
the Borrower's articles of incorporation or by-laws, or of any
undertaking to which the Borrower is a part or by which it is
bound.
<PAGE>
C. The resolutions set forth in the corporate certificate of
authority dated October 20, 1995 and delivered by the Borrower
to the Bank have not been amended or rescinded, and remain in
full force and effect.
5. Except as modified by this Third Amendment, the Agreement remains
unchanged and in full force and effect.
IN WITNESS WHEREOF, the Bank and Borrower have executed this Third Amendment as
of the date and year first above written.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION XATA CORPORATION
By: /s/ Tod Jelinski By: /s/ Dennis R. Johnson
----------------------------- ----------------------------
Tod Jelinski, Vice President
Its: President & CEO
---------------------------
By: /s/ Robert M. Featherstone
---------------------------
Its: CFO
---------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000854398
<NAME> XATA CORPORATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> MAR-31-1998
<CASH> 456,234
<SECURITIES> 655,545
<RECEIVABLES> 3,991,198
<ALLOWANCES> 238,675
<INVENTORY> 600,361
<CURRENT-ASSETS> 6,772,016
<PP&E> 2,457,403
<DEPRECIATION> 1,133,042
<TOTAL-ASSETS> 10,843,257
<CURRENT-LIABILITIES> 3,232,075
<BONDS> 623,271
0
0
<COMMON> 43,925
<OTHER-SE> 6,943,986
<TOTAL-LIABILITY-AND-EQUITY> 10,843,257
<SALES> 5,998,692
<TOTAL-REVENUES> 5,998,692
<CGS> 3,470,846
<TOTAL-COSTS> 2,880,763
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,015
<INCOME-PRETAX> (293,838)
<INCOME-TAX> 117,535
<INCOME-CONTINUING> (176,303)
<DISCONTINUED> 0
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