SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB (Mark One) (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period June 30, 1998; -------------- or ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________ to ___________ Commission file #0-15797 XIOX CORPORATION ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 95-3824750 - ------------------------------- -------------------------------- (State or other jurisdiction of (IRS Employer Identification No) incorporation or organization) 577 Airport Blvd, Suite 700, Burlingame, California 94010 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number: (650) 375-8188 - -------------------------------------------------------------------------------- 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). Yes X No --- --- (2) Has been subject to such filing requirements for the past 90 days. Yes X No --- --- Issuer's number of common shares outstanding at June 30, 1998 3,147,231 shares - -------------------------------------------------------------------------------- PAGE 1 of 16 XIOX CORPORATION INDEX Page No. -------- PART I Financial Information Item 1. Condensed Consolidated Balance Sheets - June 30, 1998 (unaudited) and December 31, 1997 3 Condensed Consolidated Statements of Operations Three Months ended June 30, 1998 (unaudited) and June 30, 1997 (unaudited) 4 Condensed Consolidated Statements of Operations Six Months ended June 30, 1998 (unaudited) and June 30, 1997 (unaudited) 5 Condensed Consolidated Statements of Cash Flows - Six Months ended June 30, 1998 (unaudited) and June 30, 1997 (unaudited) 6-7 Notes to Condensed Consolidated Financial Statements 8-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-14 PART II Other Information Item 6. Exhibits and Reports on Form 8-K 15 Exhibit 27. Financial Data Schedule - June 30, 1998 (unaudited) (separate electronic document attached) Signatures 16 PAGE 2 XIOX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 1998 December 31, 1997 ----------------- ------------------- (unaudited) *** ASSETS: CURRENT ASSETS CASH & CASH EQUIVALENTS $ 918,375 2,633,860 ACCOUNTS RECEIVABLE, NET 725,844 884,612 OTHER RECEIVABLES 14,337 433,190 INVENTORIES 474,396 474,865 PREPAID EXPENSES AND OTHER ASSETS 153,520 158,311 ------------------ ------------------- TOTAL CURRENT ASSETS 2,286,472 4,584,838 PROPERTY & EQUIPMENT, NET 859,925 432,292 PURCHASED SOFTWARE, NET 91,877 42,673 NOTES RECEIVABLE 100,000 100,000 DEPOSITS & OTHER ASSETS 389,356 494,397 ----------------- --------------------- $ 3,727,630 5,654,200 ================== ===================== LIABILITIES/STOCKHOLDERS' EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE $ 190,009 202,648 ACCRUED EXPENSES 274,255 175,962 ACCRUED COMPENSATION 192,929 118,252 PURCHASE DEPOSITS 33,396 51,231 DEFERRED REVENUE 837,130 916,237 ----------------- -------------------- TOTAL CURRENT LIABILITIES $ 1,527,719 1,464,330 NOTES PAYABLE 60,467 -- COMMITMENTS & CONTINGENCIES MINORITY INTEREST 115,287 127,776 STOCKHOLDERS' EQUITY PREFERRED STOCK, $0.01 par value; 2,000,000 shares authorized; None issued and outstanding -- -- COMMON STOCK, $.01 Par, 10,000,000 shares authorized, 3,147,231 and 2,932,934 shares issued and outstanding as of June 30, 1998 and December 31,1997 respectively 31,472 29,329 PAID-IN CAPITAL 8,279,992 8,266,576 NOTE RECEIVABLE FROM SHAREHOLDER -- (15,938) DEFERRED COMPENSATION (9,865) -- CUMULATIVE TRANSLATION ADJUSTMENT (17,559) (13,175) ACCUMULATED DEFICIT (6,259,883) (4,204,698) ----------------- -------------------- TOTAL STOCKHOLDERS' EQUITY 2,024,157 4,062,094 ----------------- -------------------- $ 3,727,630 5,654,200 ================= ==================== <FN> *** Condensed from audited financial statements. PAGE 3 The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> XIOX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three months ended Three months ended June 30, 1998 June 30, 1997 -------------------- ------------------------ REVENUES $ 1,357,915 1,249,627 -------------------- ------------------------ PRODUCT COSTS 638,099 502,630 RESEARCH AND DEVELOPMENT 1,062,681 174,024 MARKETING, SALES, GENERAL AND ADMINISTRATIVE 696,176 567,346 -------------------- ------------------------ 2,396,956 1,244,000 -------------------- ------------------------ (LOSS) INCOME FROM OPERATIONS (1,039,041) 5,627 OTHER INCOME (LOSS), NET 15,559 (3,232) -------------------- ------------------------ (LOSS) INCOME BEFORE INCOME TAXES (1,023,482) 2,395 INCOME TAXES 5,302 450 -------------------- ------------------------ NET (LOSS) INCOME $ (1,028,784) 1,945 ==================== ======================== PER SHARE INFORMATION: BASIC NET (LOSS) INCOME PER SHARE $ (0.33) 0.00 ==================== ======================== NUMBER OF SHARES USED IN BASIC PER SHARE COMPUTATION 3,147,231 2,358,534 ==================== ======================== DILUTED NET (LOSS) INCOME PER SHARE $ (0.33) 0.00 ==================== ======================== NUMBER OF SHARES USED IN DILUTED PER SHARE COMPUTATION 3,147,231 2,427,438 ==================== ======================== PAGE 4 <FN> The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> XIOX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Six months ended Six months ended June 30, 1998 June 30, 1997 -------------------- -------------------- REVENUES $ 2,555,776 2,522,561 -------------------- -------------------- PRODUCT COSTS 1,221,846 983,367 RESEARCH AND DEVELOPMENT 1,994,747 375,394 MARKETING, SALES, GENERAL AND ADMINISTRATIVE 1,431,762 1,118,354 -------------------- -------------------- 4,648,355 2,477,115 -------------------- -------------------- (LOSS) INCOME FROM OPERATIONS (2,092,579) 45,446 OTHER INCOME (LOSS), NET 43,896 (10,973) -------------------- -------------------- (LOSS) INCOME BEFORE INCOME TAXES (2,048,683) 34,473 INCOME TAXES 6,502 3,275 -------------------- -------------------- NET (LOSS) INCOME $ (2,055,185) 31,198 ==================== ==================== PER SHARE INFORMATION: BASIC NET (LOSS) INCOME PER SHARE $ (0.65) 0.01 ==================== ==================== NUMBER OF SHARES USED IN BASIC PER SHARE COMPUTATION 3,145,739 2,365,421 ==================== ==================== DILUTED NET (LOSS) INCOME PER SHARE $ (0.65) 0.01 ==================== ==================== NUMBER OF SHARES USED IN DILUTED PER SHARE COMPUTATION 3,145,739 2,425,421 ==================== ==================== PAGE 5 <FN> The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> XIOX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued (unaudited) Six months ended Six months ended June 30, 1998 June 30, 1997 -------------------- --------------------- CASH FLOWS FROM OPERATING ACTIVITIES: NET (LOSS) INCOME $ (2,055,185) 31,198 ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME TO NET CASH (USED IN) PROVIDED BY OPERATIONS DEPRECIATION AND AMORTIZATION 137,232 114,944 AMORTIZATION OF DEFERRED COMPENSATION 2,933 -- MINORITY INTEREST IN NET LOSS (12,042) -- CHANGE IN OPERATING ASSETS AND LIABILITIES: ACCOUNTS RECEIVABLE, NET 158,767 345,356 OTHER RECEIVABLES 417,483 66,350 PROMISSORY NOTE -- 31,138 INVENTORIES 468 65,409 PREPAIDS, DEPOSITS AND OTHER ASSETS 106,837 (52,095) ACCOUNTS PAYABLE AND ACCRUED EXPENSES 158,931 (192,548) PURCHASE DEPOSITS (17,835) 589 DEFERRED REVENUE (79,106) (56,392) -------------------- --------------------- NET CASH( USED IN) PROVIDED BY OPERATIONS (1,181,517) 353,949 -------------------- --------------------- CASH FLOWS FROM INVESTING ACTIVITIES: ACQUISITION OF PROPERTY AND EQUIPMENT (546,368) (56,237) ACQUISITION OF SOFTWARE (67,491) (5,013) -------------------- --------------------- NET CASH (USED IN) INVESTING ACTIVITIES (613,859) (61,250) -------------------- --------------------- CASH FROM FINANCING ACTIVITIES: PROCEEDS FROM BORROWINGS 60,467 -- PROCEEDS FROM SALE OF COMMON STOCK 2,762 (43,819) REPAYMENT OF STOCKHOLDER NOTE 15,938 -- -------------------- --------------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 79,167 (43,819) -------------------- --------------------- EFFECT OF EXCHANGE RATE CHANGES ON CASH 724 -- -------------------- --------------------- NET (DECREASE)/INCREASE IN CASH & CASH EQUIVALENTS (1,715,485) 248,880 BEGINNING CASH AND CASH EQUIVALENTS 2,633,860 291,488 -------------------- --------------------- ENDING CASH AND CASH EQUIVALENTS $ 918,375 540,368 ==================== ===================== (continued) PAGE 6 <FN> The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> XIOX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued (unaudited) June 30, 1998 June 30, 1997 -------------------- --------------------- SUPPLEMENTAL CASH FLOW INFORMATION: INTEREST PAID $ 2,771 -- INCOME TAXES 3,850 3,650 NONCASH FINANCING ACTIVITIES COMMON STOCK ISSUED UPON EXERCISE OF STOCK OPTIONS IN EXCHANGE FOR NOTE RECEIVABLE FROM SHAREHOLDER $ -- 27,188 ==================== ===================== ADDITIONAL SHARES ISSUED IN CONNECTION WITH THE FLANDERS LANGUAGE VALLEY STOCK PURCHASE AGREEMENT 211,297 -- ==================== ===================== PAGE 7 <FN> The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> XIOX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 : BASIS OF PRESENTATION The financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. For further information, refer to the financial statements and footnotes thereto, included in the Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission for the year ended December 31, 1997. NOTE 2 : REVENUE RECOGNITION In October 1997, the AICPA issued SOP 97-2, Software Revenue Recognition, which supersedes SOP 91-1. The Company adopted SOP 97-2 for software transactions entered into beginning January 1, 1998. SOP 97-2 generally requires revenue earned on software arrangements involving multiple elements (i.e., software products, upgrades/enhancements, post-contract customer support, installation, training, etc.) to be allocated to each element based on the relative fair values of the elements. The fair value of an element must be based on evidence which is specific to the Company. The revenue allocated to software products (including specified upgrades/enhancements) generally is recognized upon shipment of the products. The revenue allocated to post-contract customer support generally is recognized ratably over the term of the support and revenue allocated to services as they are performed. If the Company does not have evidence of the fair value for all elements in a multiple-element arrangement, all revenue from the arrangement is deferred until such evidence exists or until all elements are delivered. The adoption of SOP 97-2 did not have a material impact on the Company's consolidated results of operation for the six months ended June 30, 1998. NOTE 3 : INVENTORIES Inventories at June 30, 1998 have been stated at the lower of first-in, first-out cost or market. Inventories consist solely of purchased hardware and software products (finished goods). NOTE 4 : BANK LINE OF CREDIT The Company maintains a $1,000,000 line of credit collateralized by eligible accounts receivable. The line bears interest at prime plus 1.0% (8.5% as of June 30, 1998) and is renewable in May 1999. No amounts were outstanding under the line as of June 30, 1998. NOTE 5: XIOX FLANDERS N.V. In the third quarter of 1997, Xiox Flanders N.V. ("Xiox Flanders") was incorporated in Belgium pursuant to an agreement between the Company and Flanders Language Valley (Flanders") and is owned 94.9% by the Company and 5.1% by Flanders. The Company has committed to fund Xiox Flanders with approximately $300,000 in 1998 and approximately $1,472,000 in 1999. The actual amount of funding provided by the Company will depend on the business needs of Xiox Flanders and can be modified by a vote of the Board of Directors. PAGE 8 XIOX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 6: MARKETING AGREEMENT In July 1998, the Company signed a marketing agreement with Lucent Technologles (Lucent) whereby Lucent will market XIOX products to hotels and motels throughout the United States. The three-year agreement also calls for XIOX to support Lucent in the pre-sale and post-installation process. NOTE 7: EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income or loss by weighted average common shares outstanding during the period. Diluted earnings per share reflects the net incremental shares that would be issued if dilutive outstanding stock options were exercised, using the treasury stock method. In the case of a net loss, it is assumed that no incremental shares would be issued because they would be antidilutive. In addition, certain options are considered antidilutive because the options' exercise price was above the average market price during the period. Antidilutive shares are not included in the computation of diluted earnings per share, in accordance with SFAS No. 128. The shares used in per share computations for the periods ended June 30, 1998 and 1997 are as follows: Three months Three months Six months Six months ended ended ended ended June 30,1998 June 30, 1997 June 30, 1998 June 30, 1997 ----------------- ---------------- --------------- ---------------- Weighted average common shares outstanding-basic 3,147,231 2,358,534 3,145,739 2,365,421 Dilutive incremental shares - stock options -- 68,904 -- 60,000 ----------------- ---------------- --------------- ---------------- Shares used in diluted per share computations 3,147,231 2,427,438 3,145,739 2,425,421 ================= ================ ================ ================ The diluted per share computation for the three and six months ended June 30, 1998, excludes 138,326 and 127,466 incremental shares, respectively, attributable to stock options because the effect of their inclusion would have been antidilutive. NOTE 8: COMPREHENSIVE INCOME In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income". SFAS No, 130 establishes standards of reporting and display of comprehensive income and its components of net income and "other comprehensive income" in a full set of general purpose financial statements. " Other comprehensive income" refers to revenues, expenses, gains and losses that are not included in net income but rather are recorded directly in shareholders' equity. SFAS No. 130 is effective for annual and interim periods beginning after December 15, 1997 and for periods ended before that date when presented for comparative purposes. The Company has not yet determined the format it will use to display the information required by SFAS No. 130 in the financial statements for the year ending December 31, 1998. Total comprehensive loss was $1,020,541 and $2,061,682 for the three and six months, respectively, ended June 30, 1998. The Company's total comprehensive income for the three and six months ended June 30, 1997, did not differ from those amounts reported as net income in the 1997 consolidated statements of operations. The primary difference between net loss and comprehensive loss for the three and six months ended June 30, 1998 is the result of translation of the Company's foreign subsidiary which has a local functional currency. PAGE 9 XIOX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 9: SEGMENT REPORTING In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," which supersedes SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise". SFAS No. 131 changes current practice under SFAS No. 14 by establishing a new framework on which to base segment reporting and also requires interim reporting of segment information. SFAS No. 131 is effective for fiscal years beginning after December 31, 1997, with earlier application encouraged. The statement's interim reporting disclosures would not be required until the first quarter immediately subsequent to the fiscal year in which SFAS No. 131 is effective. PAGE 10 XIOX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The forward-looking statements included in this Quarterly Report filed on Form 10-QSB, which reflect management's best judgment based on factors known, involve risks and uncertainties. In addition, the Company may from time to time make forward-looking statements. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including but not limited to those discussed under "Certain Risk Factors Which May Impact Future Operating Results and Market Price of Stock on page 13. Forward-looking information provided by Xiox should be evaluated in the context of these factors. The following is management's discussion and analysis of certain significant factors which have effected Xiox's financial position and operating results during the periods included in the accompanying condensed consolidated financial statements. Results of Operations Second Quarter 1998 vs. 1997 Revenue for the three months ended June 30, 1998 was $ 1,357,915, an increase of 9% versus the $1,249,627 recorded during the three months ended June 30, 1997. The $108,288 increase in revenue is attributable to higher demand for call accounting products in the second quarter of 1998 versus the second quarter of 1997. Total operating expenses for the three months ended June 30, 1998 were $2,396,956, an increase of 93% or $1,152,956 versus the $1,244,000 of operating expenses incurred during the three months ended June 30, 1997. Total product costs as a percentage of revenue increased to 47% in the second quarter of 1998 from 40% in the second quarter in 1997, primarily due to variations in product mix and an increase in fixed labor costs. Research and development expenses increased by 511% or $888,657 to $1,062,681 in the second quarter of 1998 compared to $174,024 in the second quarter of 1997 due to an increased investment in new product development. The Company expects quarterly research and development spending to exceed 1997 levels throughout 1998. Marketing, sales and general and administrative expenses in the second quarter of 1998 increased by 23% or $128,830 to $696,176 compared to $567,346 in the second quarter of 1997, primarily due to administrative costs associated with formation of a foreign subsidiary and increased costs associated with new product business development. Other income increased by $18,791 from the second quarter of 1997 primarily due to income earned on cash equivalent investments of $16,944 in the second quarter of 1998 versus $2,950 earned in the second quarter of 1997. In addition, there was no profit sharing distribution in the second quarter of 1998 versus a distribution of $6,182 in the second quarter of 1997. The Company lost $1,039,041 from operations during the second quarter of 1998 and reported a net loss after taxes of $1,028,784 versus income of $5,627 earned from operations and a net profit after taxes of $1,945 in the comparable quarter of 1997. The Company attributes this to increased research and development expenses associated with its new product development in addition to administrative and marketing expenses necessary to support this effort. PAGE 11 XIOX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS First Half 1998 vs. 1997 Revenue for the six months ended June 30, 1998 was $2,555,776, an increase of 1% versus the $2,522,561 recorded during the six months ended June 30, 1997. The $33,215 increase in revenue is attributable to increased demand for Telemanagement products in the first half of 1998 versus the first half of 1997. Total operating expenses for the six months ended June 30, 1998 were $4,648,355, an increase of 88% or $2,171,240 versus the $2,477,115 of operating expenses incurred during the six months ended June 30, 1997. Total product costs as a percentage of revenue increased to 48% in the first half of 1998 from 39% in the first half in 1997, primarily due to variations in product mix and an increase in fixed labor costs. Research and development expenses increased by 431% or $1,619,353 to $1,994,747 in the first half of 1998 compared to $375,394 in the first half of 1997 due to an increased investment in new product development. The Company expects quarterly research and development spending to exceed 1997 levels throughout 1998. Marketing, sales and general and administrative expenses in the first half of 1998 increased by 28% or $313,408 to $1,431,762 compared to $1,118,354 in the first half of 1997, primarily due to administrative costs associated with formation of a foreign subsidiary and increased costs associated with new product business development. Other income increased by $54,869 from the first half of 1997 primarily due to income earned on cash equivalent investments of $46,667 in the first six months of 1998 versus $6,092 earned in the first six months of 1997. In addition, there was no profit sharing distribution in the first half of 1998 versus a distribution of $17,065 in the first half of 1997. The Company lost $2,092,579 from operations during the first half of 1998 and reported a net loss after taxes of $2,055,185 versus income of $45,446 earned from operations and a net profit after taxes of $31,198 in the comparable period of 1997. The Company attributes this to increased research and development expenses associated with its new product development in addition to administrative and marketing expenses necessary to support this effort. PAGE 12 XIOX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital At June 30, 1998, Xiox held cash and cash equivalents totaling $918,375 and had working capital of $758,753 versus cash equivalents of $2,633,860 and working capital of $3,120,508 at December 31, 1997. The Company anticipates investing in excess of $1,000,000 in capital equipment during 1998, consisting primarily of computer hardware and software and testing equipment. Since December 31, 1997, capital equipment procurements have totaled $613,859. The Company is in negotiation with certain investors to raise additional funds to support development of a new product line addressing the combined telecom and datacom markets. In connection with this new product line, the Company has committed to fund Xiox Flanders N.V., a 94.9% owned subsidiary, with approximately $300,000 in 1998. In the current quarter, the Company has not paid any money directly to Xiox Flanders. The Company maintains a bank line of credit of $1,000,000. The bank line, when utilized, is collateralized by certain current assets and property and equipment. The line carries a variable interest rate based upon prime plus 1.0 (8.5% as of June 30, 1998). No amounts were outstanding under the line as of June 30, 1998. Certain Risk Factors Which May Impact Future Operating Results and Market Price of Stock Xiox operates in a rapidly changing environment that involves a number of risks and uncertainties, some of which are beyond the Company's control and any of which may have an adverse effect on the Company's business, financial condition and results of operations. These uncertainties include, but are not limited to, the Company's reliance on the sale of few products; the Company's dependence on the ability of its distribution channels 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 any litigation the Company may be involved in. In addition, the Company typically experiences weaker sales in the first quarter of each calendar year compared to sales for the last quarter of the previous year. PAGE 13 XIOX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Year 2000 Compliance The Year 2000 Issue is the result of computer programs being written using two digits rather than four to define the applicable year. Computer programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. If the Company's internal systems do not correctly recognize date information when the year changes to 2000, there could be an adverse impact on the Company's operations. The Company is in the process of completing an assessment and plans to modify or replace portions of its internal software so that its computer systems will function properly with respect to dates in the year 2000 and thereafter. The Company has also assessed the capability of its products sold to customers and believes that any potential obligations related to the Year 2000 Issues for the products it has sold will not be material. The Company's products receive data from other equipment such as PC's and PBX's and can only properly handle Year 2000 dates if it receives Year 2000 compliant data. Management believes that the likelihood of a material adverse impact due to problems with internal systems or products sold to customers is remote and expects that any costs to be incurred to assure Year 2000 capability will not have a material adverse effect on the Company's financial position or results of operations. However, there may be contingencies related to Year 2000 Issues which are unknown to Management at this time which may have material adverse effect on the Company. There can be no assurance that another company's failure to ensure Year 2000 capability would not have an adverse effect on the Company. PAGE 14 PART II - OTHER INFORMATION XIOX CORPORATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K: None. PAGE 15 ******************************************************************************** XIOX CORPORATION SIGNATURES In accordance with 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 duly authorized officers of the registrant. XIOX CORPORATION Registrant Date: August 14, 1998 /s/ William H. Welling -------------------------------------- (Duly Authorized Officer) Date: August 14, 1998 /s/ Melanie D. Reid -------------------------------------- Melanie D. Reid, VP Finance/CFO/Secretary (Duly Authorized Officer) PAGE 16 August 14, 1998 Files Desk Securities & Exchange Commission 450 Fifth Street, N. W. Washington, D. C. 20549 SUBJECT: Xiox Corporation Commission File Number 0-15797 Dear SEC Representative: Attached for filing pursuant to the Securities Exchange Act of 1934 (the "ACT" ) is Xiox Corporation's August 14, 1998 Edgar filing of a Financial Report for the period ending June 30, 1998, under cover of the facing page of Form 10-QSB, prepared pursuant to Securities and Exchange Commission Rule 15d-2. Please acknowledge receipt of this filing. Sincerely, Melanie D. Reid Vice-President, Finance/CFO Xiox Corporation 577 Airport Boulevard, Suite 700 Burlingame, CA 94010 Attachments