##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended September 30, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 For the transition period from  to
 Commission File Number 0-27166
 XATA Corporation
 (Exact name of registrant as specified in its charter)
 Minnesota(State or other jurisdiction of 
incorporation or organization)
    
    41-1641815(I.R.S. Employer
Identification No.)965 Prairie Center Drive 
Eden Prairie, Minnesota(Address of principal executive offices)
    
    55344(Zip Code)
 Registrants telephone number, including area code:
(952)707-5600
 Securities registered pursuant to Section 12(b) of the Act:
 (Title of Class)
    
    (Name of each exchange on which registered)Common Stock, $0.01 par value per share
    
    Nasdaq Capital Market
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




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##### 



TABLE OF CONTENTS
 PagePART IItem 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    9Item 1B. Unresolved Staff Comments
    
    
    12Item 2. Properties
    
    
    12Item 3. Legal Proceedings
    
    
    13Item 4. Submission of Matters to a Vote of Security Holders
    
    
    13PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    14Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    15Item 8. Financial Statements and Supplementary Data
    
    
    F-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
    
    
    25Item 9A. Controls and Procedures
    
    
    25Item 9B. Other Information
    
    
    25PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    25Item 11. Executive Compensation
    
    
    26Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    26Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    26Item 14. Principal Accountant Fees and Services
    
    
    26PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    26SIGNATURES
    
    
    28EXHIBIT INDEX
    
    
    30Exhibit 3.1Exhibit 10.41Exhibit 10.42Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  ii




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Forward Looking Statements
   
 PART I
 
 Item 1. Business
 About XATA
    
    
    Our first-generation products, introduced in the early 1990s, included our
revolutionary touch-screen Driver Computer and PC-based Fleet Management System software.
Valuable data was downloaded from driver computers to the fleet management system host
software in batch mode via our patented driver key for compliance reporting and analysis.
    
    In 1999, we introduced OpCenter, a Microsoft Windows-based customer-hosted system that
can manage multiple operation centers and users over a wide area network.
 1




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
    
    In 2004, we introduced XATANET, our next-generation Web-based system. Over the past
several years we have invested heavily in product development to bring the XATANET system
to market, as well as to develop additional software applications for managing trucks and
fleet operations. We believe that XATANET enables us to significantly broaden our
penetration of the 3.6 million medium and heavy duty vehicle private fleet transportation
market.
    
    On January 31, 2008, XATA completed its acquisition of GeoLogic Solutions, Inc., which
provides the commercial trucking industry with wireless asset management solutions in the
for-hire segment of the over-the-road transportation sector. GeoLogic Solutions, Inc.s
mobile communications and tracking system, MobileMax, had approximately 35,000 licensed
users across North America at the time of acquisition.
 Trucking Industry Background and Trends
    
    
    Increased operating costs: Driver salaries, fuel, insurance, and other operating
costs continue to increase. These trends encourage operators to utilize onboard
information systems to control costs and more effectively manage their fleets.
 
    
    Government regulations: DOT driver log requirements have become more stringent. The
Federal Motor Carrier Safety Administration (FMCSA), an administration within the DOT,
implemented new driver hours-of-service rules in January 2004, tightening driver work
rules. These rules were challenged in federal court and the FMSCA issued revised rules
effective October 1, 2005. On November 19, 2008, the FMCSA published a final rule
adopting the provisions of its December 17, 2007, interim final rule on the
hours-of-service rules. The final regulation will take effect on January 19, 2009.The FMCSA is currently evaluating the use of Electronic Onboard Recorders (EOBRs) to
increase hours-of-service compliance and compliance-related highway safety. Because of
illegal paper log adjustments, the FMCSA would like to mandate the use of EOBRs for
drivers with poor safety records, while providing additional incentives for those who
will switch voluntarily. These logbooks could be used to force drivers to adhere to the
hour-of-service restrictions and save time by no longer using the paper log. In 1997,
FMCSA issued a memorandum limiting the use of advanced technology in compliance reviews
and enforcement. On November 19, 2008, FMCSA issued a policy change that rescinded the
1997 memorandum. We believe the change in policy will make computer-generated driver
logs and EOBRs systems more widely accepted and eventually result in federal or state
government mandates.
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Additionally, states require trucks to pay state fuel taxes based on the amount of fuel
consumed in their state. To comply with these regulations, drivers must record state
border crossing and fuel purchase information. Many long haul vehicles cross up to 25
state borders per week, resulting in significant paperwork for the driver, the clerical
staff of the carrier and the processor of the carriers fuel tax returns. In order to
comply with these requirements, records must be maintained at the fleet home base as
well as at the carriers headquarters. Records must also be readily available for
federal regulators to review fuel tax compliance. Our systems are designed to automate
compliance with each of these regulatory requirements.Furthermore, there is increased pressure, by a variety of federal and state government
agencies, to implement environmental, green regulations to reduce the countrys carbon
footprint and greenhouse gas emissions. Policies that may be favored by environmental
concerns include a national speed limit of 65 miles per hour for all trucks, decreased
idling, reducing highway congestion and other policies that seek to get more value out
of every gallon of fuel burned. In order to comply with any such requirements, records
will need to be maintained and be available for federal and state regulators to review.
Our systems can help with the monitoring of these types of environmental components.
    
    New technologies: Affordability, simplicity and acceptance of new wireless
communications and internet technologies have historically proven to be barriers for
customers to purchase our solutions. New technologies are helping to reduce these
barriers.
    
    Safety and security concerns: Since the terrorist attacks of September 11, 2001,
public authorities and fleet operators have become more acutely interested in
technology solutions to increase the safety and security of their drivers and cargo.
This is especially true for companies transporting petroleum products and other
hazardous loads.
    
    Mobile technology: As companies increasingly rely on just-in-time inventory
management and seek to control and monitor inventories throughout their entire supply
chain, they demand better service and increased capabilities from their trucking
operators and vendors. In addition, as companies increasingly adopt mobile
technologies, including the internet, to reduce communication costs, paperwork and
processing times, trucking operators are adopting technology to comply with the
operating processes and systems of their customers. This trend encourages integration
of mobile technology with the host information systems of trucking fleet operators.
 Our Products and Services
  XATANET Fleet Management System
   3




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
    
    Automation of DOT driver log requirements and state fuel tax reporting.
    
    Comprehensive vehicle and driver performance reporting.
    
    Real-time asset tracking, route management, trip optimization and stop activity
scheduling.
    
    Mobile two-way messaging and real-time vehicle location.
    
    Diagnostic and accident data capture.
    
    
    Mobile Applications: These core XATANET applications provide for the optimization of
fleet operations, including electronic driver logs, automated fuel tax, driver and vehicle
management. The mobile environment is designed with easy integration with third-party
complementary applications such as proof of delivery, navigation, and trailer temperature
monitoring. XATA provides onboard, rugged, mobile computing platforms that connect to the
engine, gathering vehicle and diagnostic information.
    
    Driver Displays: Touch-screen driver displays are mounted in the cab of the truck
capturing and communicating fleet performance information. With the ability to monitor
fuel economy, estimated time of arrival (ETA), and regulatory compliance drivers can help
ensure the fleet reaches optimum performance levels.
    
    Wireless Communications: XATANET systems use patented technologies that utilize
lowest-cost communication methods synchronizing trip and driver data with maximum
efficiency. Our multi-mode systems combine CDMA 1xRTT, 802.11b WiFi, and satellite
wireless networks to provide no-gap coverage and high speed data download. The XATANET
onboard mobile computing platforms include GPS and wireless communications hardware that
collect, store and intelligently manage data communications.
 MobileMax Fleet Management System
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
    
    Mobile Applications: These core applications provide for the optimization of fleet
operations, including automated fuel tax, driver and vehicle management.
    
    Driver Displays: Color touch-screen driver displays are mounted in the cab of the truck
capturing and communicating fleet performance information. These displays also provide
in-cab communications between drivers on the road and home base.
    
    Communications: MobileMax systems use patented technologies that utilize lowest-cost
communication methods synchronizing trip and driver data with maximum efficiency. The
multi-mode system combines GSM GPRS terrestrial communication with L-band geosynchronous
satellite networks to provide no-gap coverage and high-speed data download. MobileMaxs
onboard hardware combines the systems transceiver and antenna in one shell that uses a
single-cable connection to handle data communications.
 Legacy OpCenter Fleet Management System
    Professional Services
  
    
    Implementation services include project management, website setup and configuration,
best-practices recommendations, data integration and software implementation.
    
    Training services include web-audio training, on-site training and one-on-one training
for fleet management and drivers. This includes teaching how to use the in-cab devices (for
drivers) and how to best use the XATANET reports (for fleet management personnel).
 5




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
    
    Best-practice consulting includes examining a customers fleet operations and making
recommendations for improvements, using the XATANET or MobileMax fleet management
solutions.
    
    XATAs custom reporting service allows XATANET and MobileMax customers to have
specialized reports made for their operations, beyond the suite of standard reports already
offered by XATA.
 Target Markets
  Private Fleets
   For-Hire Carriers
  Other Markets
  Major Customers
  6




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Sales and Marketing
    Competition
   Key Alliances and Relationships
  Communication Providers
  7




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Manufacturers
   Third-party Application and Hardware Providers
  Patents, Trademarks, and Copyrights
 ® ® ®
 Research and Development
  
    
    SaaS Infrastructure.We intend to continue to improve our SaaS infrastructure to meet
the increasing needs of our expanding customer base and the associated increase in
transactions. Also, we will continue to monitor and analyze the XATANET infrastructures
capacity and ability to meet the service level requirements of our customers. For example,
during fiscal 2008, we added two new web servers to facilitate data traffic and further
support our SaaS infrastructure, as well as two separate servers to monitor data and web
traffic. The SaaS infrastructure currently handles more than an estimated 200 million
transactions per month.
    
    Software.We intend to continue to develop our software applications by offering new
features while enhancing existing features. The release of XATANET 4.0 in October 2007 laid
the foundation for further product enhancements in 2008, including the release of XATANET
versions 4.1 and 4.2. These two releases added functionality to the product, including
administrative upgrades, point-of-delivery (POD) functionality and GPS enhancements.
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MobileMax developments in 2008 continued to allow for the release of navigation
functionality in 2009. We intend to continue to develop and release platform upgrades to
support the new and enhanced software features through our own development efforts and those
of our strategic hardware partners.
 Employees
  
 Item 1A. Risk Factors
 We do not have a long or stable history of profitable operations.
 Our existing customers might cancel contracts with us, fail to renew contracts or fail to purchase
additional services and products.
 Our market is highly competitive and is subject to revenue fluctuations.
 We have a limited number of products and those products are concentrated in one industry.
 We are dependent on key personnel and contract manufacturers.
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We are dependent on proprietary technology.
 We depend on wireless communication networks owned and controlled by others.
 Our products may quickly become obsolete.
 Third parties may claim we infringe their intellectual property rights.
 JDSTG and Trident Capital, who are represented on our Board of Directors, individually and together
own enough stock to exert significant influence over XATA.
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We may need additional capital.
 If we are unable to comply with the covenants in our debt arrangements, our outstanding debt could
become immediately payable.
 If our common share price decreases to a level such that the fair value of our net assets is less
than the carrying value of our net assets, we may be required to record additional significant
non-cash charges associated with goodwill impairment.
 Fair value assessments of our intangible assets required by GAAP may require us to record
significant non-cash charges associated with intangible asset impairment.
 We may issue additional stock without shareholder consent.
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Our common stock could be delisted due to failure to satisfy a continued listing rule or standard.
 Our directors liability is limited under Minnesota law and under certain agreements.
 We face burdens relating to the recent trend toward stricter corporate governance and financial
reporting standards.
 
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
   12




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Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  13




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PART II
 
 Item 5.  Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
  Fiscal Year 2008
    
    Low
    
    
    HighFirst Quarter
    
    $
    2.64
    
    
    $
    4.21Second Quarter
    
    
    2.98
    
    
    
    3.54Third Quarter
    
    
    3.05
    
    
    
    3.80Fourth Quarter
    
    
    3.35
    
    
    
    3.95
 Fiscal Year 2007
    
    Low
    
    
    HighFirst Quarter
    
    $
    5.08
    
    
    $
    5.50Second Quarter
    
    
    4.84
    
    
    
    5.25Third Quarter
    
    
    3.79
    
    
    
    4.70Fourth Quarter
    
    
    2.67
    
    
    
    4.03
  Dividend Policy
   Sale of Unregistered Securities
  Issuer Purchases of Equity Securities
  14




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Overview
     Technology, People, Processes
  
    
    Technology.XATA provides a total fleet management solution, including hardware,
software and services. XATANET, our web-based, on-demand scalable software, includes a
variety of web-based enterprise applications. As our flagship product, XATANET provides
critical real-time information about our customers fleets, allows for paperless driver
logs and provides summary and granular reports on driver and vehicle performance. XATANET
can also integrate with back-office applications, for a seamless flow of information, and
our software works with a variety of in-cab communications devices.MobileMax helps for-hire trucking companies track and manage nearly every aspect of their
fleets activities to help control costs and increase ROI. The MobileMax solution features
Multi-Mode communication capabilities that automatically switch between land-based and
satellite communications to take advantage of the cost-savings and reliability of both
terrestrial and satellite communication. MobileMax integrates with dispatching and routing
applications for a seamless flow of information.
    
    People.Several XATA employees have been with our company for many years, providing a
thorough understanding of the trucking industry. With employee expertise in safety, fleet
management and technology, XATA is able to provide consultation services to help
organizations implement best practices for fleet productivity and develop specific customer
hardware and reporting requirements.
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
    
    Processes.All XATA processes are designed to make managing fleets easier. Drawing on
hundreds of successful implementations with a wide variety of fleets including
multibillion-dollar organizations, XATA carefully plans each phase of the implementation
and follows well established methodologies. The process begins with assessing our
customers objectives. Then, we develop a detailed implementation schedule that includes
all aspects of the project, from implementation to conversion, integration, training and
problem solving.
 Critical Accounting Policies
  Revenue Recognition. Software Revenue Recognition Software Revenue Recognition with Respect to Certain Transactions Revenue Recognition in
Financial Statements
   Application of AICPA Statement of Position 97-2 to Arrangements That Include the Right to Use
Software Stored on Another Entitys Hardware
 Allowance for doubtful accounts.
 16




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Goodwill. Goodwill and Other Intangible Assets,
 Accounting for the Impairment or Disposal of Long-Lived Assets
 Product Warranties.
 Capitalized system development costs Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise
Marketed
 17




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Income taxes
 Accounting for Uncertainty in Income Taxes  an
Interpretation of FASB Statement No. 109
 Stock-based Compensation. Share-Based Payment,
 Operating Results
  For the Years EndedSeptember 30,2008
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Gross profit
    
    
    47.4
    %
    
    
    44.8
    %Selling, general and administrative expense
    
    
    40.5
    %
    
    
    54.4
    %Research and development expense
    
    
    11.2
    %
    
    
    14.2
    %Operating loss
    
    
    (4.3
    %)
    
    
    (23.8
    %)Net loss
    
    
    (6.3
    %)
    
    
    (22.2
    %)
 18




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Comparison of Fiscal 2008 operating results to Fiscal 2007
 Net Sales
   Cost of Goods Sold
  Selling, General and Administrative Expenses
  19




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Research & Development Expenses
  Net Interest Expense
  Income Taxes
  Accounting for Uncertainty in Income Taxes  an
Interpretation of FASB Statement No. 109
 Net Loss to Common Shareholders
  Liquidity and Capital Resources
    20




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Off-Balance Sheet Arrangements
  Recently Issued Accounting Pronouncements
 Fair Value Measurements (SFAS 157)
 Fair Value Measurements Effective Date of FASB
No. 157,
 21




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The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159)
 The Fair Value Option for Financial Assets and
Financial Liabilities,
 Business Combinations  Revised (SFAS 141R)
 Business Combinations
 The Hierarchy of Generally Accepted Accounting Principles (SFAS 162)
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles
 22




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Item 8. Financial Statements and Supplementary Data
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 F-1




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XATA CORPORATION
CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    September 30,2008
    
    
    2007ASSETSCurrent assetsCash and cash equivalents
    
    $
    8,904
    
    
    $
    13,675Accounts receivable, less allowances
of $333 and $256
    
    
    11,365
    
    
    
    3,280Inventories
    
    
    2,735
    
    
    
    2,672Deferred product costs
    
    
    1,474
    
    
    
    752Current portion of investment in sales-type leases
    
    
    768
    
    
    
    Prepaid expenses and other current assets
    
    
    691
    
    
    
    393Total current assets
    
    
    25,937
    
    
    
    20,772Equipment and leasehold improvements, net
    
    
    3,925
    
    
    
    1,583Intangible assets, net
    
    
    12,420
    
    
    
    Goodwill
    
    
    3,011
    
    
    
    Deferred product costs, net of current portion
    
    
    2,685
    
    
    
    1,798Investment in sales-type leases, net of current portion
    
    
    310
    
    
    
    Debt financing costs, net
    
    
    708
    
    
    
    Total assets
    
    $
    48,996
    
    
    $
    24,153LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term obligations
    
    $
    1,845
    
    
    $
    161Accounts payable
    
    
    4,394
    
    
    
    3,419Accrued expenses
    
    
    6,574
    
    
    
    3,548Deferred revenue
    
    
    4,996
    
    
    
    3,105Total current liabilities
    
    
    17,809
    
    
    
    10,233Long-term obligations, net of current portion
    
    
    16,342
    
    
    
    220Deferred revenue, net of current portion
    
    
    7,848
    
    
    
    6,524Other long-term liabilities
    
    
    805
    
    
    
    98Total liabilities
    
    
    42,804
    
    
    
    17,075Shareholders equityPreferred stock, no par, 10,000 shares authorized:Series B, 4% convertible, 2,250 shares designated;
shares issued and outstanding: 1,926 at September 30, 2008
and 1,851 at September 30, 2007
    
    
    5,181
    
    
    
    4,921Series C, convertible, 1,400 shares designated;
1,269 shares issued and outstanding at September 30, 2008
and September 30, 2007
    
    
    4,845
    
    
    
    4,845Series D, convertible, 1,600 shares designated;
1,567 shares issued and outstanding at September 30, 2008
and September 30, 2007
    
    
    5,937
    
    
    
    5,937Common stock, par value $0.01 per share; 25,000 shares
authorized; shares issued and outstanding: 8,745 at September 30, 2008
and 8,516 at September 30, 2007
    
    
    87
    
    
    
    85Additional paid-in capital
    
    
    28,234
    
    
    
    25,760Accumulated deficit
    
    
    (38,092
    )
    
    
    (34,470
    )Total shareholders equity
    
    
    6,192
    
    
    
    7,078Total liabilities and shareholders equity
    
    $
    48,996
    
    
    $
    24,153
  F-2




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XATA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Years Ended September 30,2008
    
    
    2007Net sales
    
    $
    53,726
    
    
    $
    30,676Costs and expensesCost of goods sold
    
    
    28,246
    
    
    
    16,932Selling, general and administrative
    
    
    21,777
    
    
    
    16,702Research and development
    
    
    6,027
    
    
    
    4,351Total costs and expenses
    
    
    56,050
    
    
    
    37,985Operating loss
    
    
    (2,324
    )
    
    
    (7,309
    )Interest income
    
    
    404
    
    
    
    525Interest expense
    
    
    (1,441
    )
    
    
    (24
    )Loss before income taxes
    
    
    (3,361
    )
    
    
    (6,808
    )Income tax expense
    
    
    
    
    
    
    Net loss
    
    
    (3,361
    )
    
    
    (6,808
    )Preferred stock dividends
    
    
    (192
    )
    
    
    (185
    )Preferred stock deemed dividends
    
    
    (69
    )
    
    
    (817
    )Net loss to common shareholders
    
    $
    (3,622
    )
    
    $
    (7,810
    )Net loss per common share  basic and diluted
    
    $
    (0.44
    )
    
    $
    (0.99
    )Weighted average common and
common share equivalentsBasic and diluted
    
    
    8,326
    
    
    
    7,922
  F-3




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XATA CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
 Series B
    
    Series C
    
    Series D
    
    
    
    
    
    
    
    
    
    Additional
    
    UnearnedPreferred Stock
    
    Preferred Stock
    
    Preferred Stock
    
    Common Stock
    
    Paid-In
    
    Stock-Based

    
    AccumulatedShares
    
    Amount

    
    Shares
    
    Amount

    
    Shares
    
    Amount
    
    Shares
    
    Amount

    
    Capital
    
    Compensation

    
    Deficit
    
    TotalBalance at September 30, 2006
    
    
    1,779
    
    
    $
    4,579
    
    
    
    1,269
    
    
    $
    4,845
    
    
    
    
    
    
    $
    
    
    
    
    7,963
    
    
    $
    80
    
    
    $
    23,246
    
    
    $
    (900
    )
    
    $
    (26,660
    )
    
    $
    5,190Common stock issued on exercise of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    54Issuance of restricted shares of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    450
    
    
    
    4
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    Elimination of unearned compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (900
    )
    
    
    900
    
    
    
    
    
    
    
    Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,021
    
    
    
    
    
    
    
    
    
    
    
    2,021Forfeiture of restricted shares of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Purchase of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112
    
    
    
    1
    
    
    
    604
    
    
    
    
    
    
    
    
    
    
    
    605Issuance of preferred stock and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,567
    
    
    
    5,279
    
    
    
    
    
    
    
    
    
    
    
    739
    
    
    
    
    
    
    
    
    
    
    
    6,018Preferred stock dividends
    
    
    72
    
    
    
    183
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (185
    )
    
    
    (2
    )Preferred stock deemed dividends
    
    
    
    
    
    
    159
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    658
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (817
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,808
    )
    
    
    (6,808
    )Balance at September 30, 2007
    
    
    1,851
    
    
    
    4,921
    
    
    
    1,269
    
    
    
    4,845
    
    
    
    1,567
    
    
    
    5,937
    
    
    
    8,516
    
    
    
    85
    
    
    
    25,760
    
    
    
    
    
    
    
    (34,470
    )
    
    
    7,078Common stock issued on exercise of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    44Issuance of restricted shares of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,588
    
    
    
    
    
    
    
    
    
    
    
    1,588Forfeiture of restricted shares of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91
    
    
    
    1
    
    
    
    843
    
    
    
    
    
    
    
    
    
    
    
    844Preferred stock dividends
    
    
    75
    
    
    
    191
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (192
    )
    
    
    (1
    )Preferred stock deemed dividends
    
    
    
    
    
    
    69
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,361
    )
    
    
    (3,361
    )Balance at September 30, 2008
    
    
    1,926
    
    
    $
    5,181
    
    
    
    1,269
    
    
    $
    4,845
    
    
    
    1,567
    
    
    $
    5,937
    
    
    
    8,745
    
    
    $
    87
    
    
    $
    28,234
    
    
    $
    
    
    
    $
    (38,092
    )
    
    $
    6,192
  F-4




---



##### Table of Contents



XATA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended September 30,2008
    
    
    2007Cash (used in) provided by operating activitiesNet loss
    
    $
    (3,361
    )
    
    $
    (6,808
    )Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:Depreciation and amortization
    
    
    2,426
    
    
    
    664Amortization of debt financing costs
    
    
    167
    
    
    
    Loss on disposal of long-lived assets
    
    
    42Impairment loss on capitalized development costs
    
    
    
    
    
    
    1,930Issuance of warrants for services rendered
    
    
    
    
    
    
    33Stock based compensation
    
    
    1,588
    
    
    
    2,021Changes in assets and liabilities, net of impact of acquisition:Accounts receivable, net
    
    
    (4,034
    )
    
    
    1,980Inventories
    
    
    2,289
    
    
    
    (1,039
    )Deferred product costs
    
    
    (1,609
    )
    
    
    2,570Prepaid expenses and other assets
    
    
    (520
    )
    
    
    (123
    )Lease equipment receivable
    
    
    746
    
    
    
    Accounts payable
    
    
    (1,946
    )
    
    
    1,731Accrued expenses
    
    
    (148
    )
    
    
    970Deferred revenue
    
    
    3,215
    
    
    
    (2,360
    )Net cash (used in) provided by operating activities
    
    
    (1,145
    )
    
    
    1,569Cash used in investing activitiesPurchase of equipment and leasehold improvements
    
    
    (3,117
    )
    
    
    (624
    )Additions to system development costs
    
    
    
    
    
    
    (160
    )Acquisition of GeoLogic Solutions, Inc., net of cash acquired
    
    
    (16,280
    )
    
    
    Net cash used in investing activities
    
    
    (19,397
    )
    
    
    (784
    )Cash provided by (used in) financing activitiesBorrowings on long-term obligations
    
    
    19,224
    
    
    
    Payments on long-term obligations
    
    
    (3,167
    )
    
    
    (108
    )Payments on financing costs
    
    
    (339
    )
    
    
    Proceeds from issuance of common stock
    
    
    
    
    
    
    605Proceeds from issuance of preferred stock and warrants
    
    
    
    
    
    
    5,985Proceeds from options and warrants exercised
    
    
    53
    
    
    
    54Net cash provided by financing activities
    
    
    15,771
    
    
    
    6,536(Decrease) increase in cash and cash equivalents
    
    
    (4,771
    )
    
    
    7,321Cash and cash equivalentsBeginning
    
    
    13,675
    
    
    
    6,354Ending
    
    $
    8,904
    
    
    $
    13,675Supplemental disclosures of cash flow informationCash payments for interest
    
    $
    1,035
    
    
    $
    24Supplemental schedule of noncash investing and financing activitiesPreferred stock deemed dividends
    
    $
    69
    
    
    $
    817Preferred stock dividends payable
    
    
    65
    
    
    
    63Preferred stock dividends paid
    
    
    192
    
    
    
    185Equipment purchased under capital lease
    
    
    
    
    
    
    306Issuance of warrants in consideration for financing fees
    
    
    535
    
    
    
    Issuance of sellers note
    
    
    1,750
    
    
    
    Issuance of common stock related to acquistion of GeoLogic Solutions, Inc.
    
    
    300
    
    
    
    
  F-5




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##### Table of Contents



Notes to Consolidated Financial Statements
 Note 1. Description of Business
  Note 2. Summary of Significant Accounting Policies
 Principles of Consolidation
  Revenue Recognition
 Software Revenue Recognition Software Revenue Recognition with Respect to Certain Transactions Revenue Recognition in Financial
Statements
   Application of AICPA Statement of Position 97-2 to Arrangements That Include the Right to Use
Software Stored on Another Entitys Hardware
 F-6




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##### Table of Contents



Allowance for Doubtful Accounts
  Segment Reporting
   Use of Estimates
  Basis of Presentation
  Cash and Cash Equivalents
  Concentration of Credit Risk
  F-7




---



##### Table of Contents



Fair Value of Financial Instruments
  Inventories
   September 30,
    
    
    September 30,2008
    
    
    2007Parts and accessories
    
    $
    835
    
    
    $
    1,021Finished goods
    
    
    1,900
    
    
    
    1,651Total inventories
    
    $
    2,735
    
    
    $
    2,672
 Investment in Sales-Type Leases
  F-8




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##### Table of Contents



Years ending September 30,2009
    
    
    8402010
    
    
    2962011
    
    
    42Total minimum lease payments
    
    
    1,178Less: amount representing interest (at 11.71%)
    
    
    (100
    )Present value of net minimum sales-type lease payments
    
    
    1,078Less: current portion of investment in sales-type leases
    
    
    (768
    )Investment in sales-type leases, excluding current portion
    
    $
    310
  Debt Financing Costs
  Equipment and Leasehold Improvements
   September 30,
    
    
    September 30,2008
    
    
    2007Office furniture and equipment
    
    $
    4,003
    
    
    $
    3,353Engineering and manufacturing equipment
    
    
    831
    
    
    
    574Leasehold improvements
    
    
    2,473
    
    
    
    787,307
    
    
    
    4,005Less: accumulated depreciation
    
    
    (3,382
    )
    
    
    (2,422
    )Equipment and leasehold improvements, net
    
    $
    3,925
    
    
    $
    1,583
  Capitalized System Development Costs
 Accounting for the Costs of Computer Software to Be Sold, Leased, or
Otherwise
Marketed
 F-9




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##### Table of Contents



Long-Lived Assets
  Goodwill and Intangible Assets
 Goodwill and Other Intangible Assets,
 Accounting for the Impairment or Disposal of Long-Lived Assets
 F-10




---



##### Table of Contents



Weighted Average
    
    
    
    
    
    
    AccumulatedLife (years)
    
    
    Cost
    
    
    Amortization
    
    
    NetAcquired customer contracts
    
    
    8
    
    
    $
    13,500
    
    
    $
    (1,125
    )
    
    $
    12,375Other intangibles
    
    
    7
    
    
    
    49
    
    
    
    (4
    )
    
    
    45Total
    
    
    8
    
    
    $
    13,549
    
    
    $
    (1,129
    )
    
    $
    12,420
  Years Ending September 30,2009
    
    $
    1,6952010
    
    
    1,6952011
    
    
    1,6952012
    
    
    1,6952013
    
    
    1,695Thereafter
    
    
    3,948Total expected amortization expense
    
    $
    12,420
 Product Warranties
   Shipping Costs
  Advertising Costs
  F-11




---



##### Table of Contents



Income taxes
 Accounting for
Income Taxes
 Stock-Based Compensation
 Share-Based Payment,
 Major Customers
  Percentage of Net Sales
    
    Percentage of Ending Receivables atFor the Year Ended September 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Customer A
    
    
    12.3
    %
    
    
    *
    
    
    
    *
    
    
    
    *Customer B
    
    
    *
    
    
    
    *
    
    
    
    15.1
    %
    
    
    *Customer C
    
    
    *
    
    
    
    19.6
    %
    
    
    *
    
    
    
    *
 
 *
    
    Customer total was less than 10 percent of net sales or ending receivables.  Major Suppliers
  F-12




---



##### Table of Contents



Recently Issued Accounting Standards
 Fair Value Measurements (SFAS 157)
 Fair Value Measurements Effective Date of FASB
No. 157,
 The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159)
 The Fair Value Option for Financial Assets and
Financial Liabilities,
 Business Combinations  Revised (SFAS 141R)
 Business Combinations
 The Hierarchy of Generally Accepted Accounting Principles (SFAS 162)
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles
 Note 3. GeoLogic Solutions, Inc. Acquisition
  F-13




---



##### Table of Contents



Cash
    
    $
    15,277Debt obligations
    
    
    1,750Common stock
    
    
    300Transaction costs
    
    
    1,560Total purchase price
    
    $
    18,887
 Cash
    
    $
    557Other current assets
    
    
    6,208Property and equipment
    
    
    554Intangible and other assets
    
    
    1,049Current liabilities
    
    
    (5,992
    )Net assets
    
    
    
    
    
    
    2,376Acquired customer contracts
    
    
    
    
    
    
    13,500Goodwill
    
    
    
    
    
    
    3,011Total
    
    
    
    
    
    $
    18,887
  For the Year EndedSeptember 30,2008
    
    2007Net sales
    
    $
    60,679
    
    
    $
    52,795Net loss to common shareholders
    
    $
    (7,582
    )
    
    $
    (19,123
    )Net loss per common share  basic and diluted
    
    $
    (0.91
    )
    
    $
    (2.39
    )Weighted average common and common
share equivalents  basic and diluted
    
    
    8,326
    
    
    
    8,013
  F-14




---



##### Table of Contents



Note 4. Financing Arrangements
     September 30, 2008
    
    
    September 30, 2007Subordinated notes
    
    $
    1,225
    
    
    $
    Subordinated convertible notes
    
    
    525
    
    
    
    Total notes payable
    
    
    1,750Senior secured revolving credit facility
    
    
    8,223
    
    
    
    Secured term loan
    
    
    8,000
    
    
    
    Capitalized leases
    
    
    214
    
    
    
    381Total long-term obligations
    
    
    18,187
    
    
    
    381Less current portion of long-term obligations
    
    
    1,845
    
    
    
    161Total long-term obligations, net of current portion
    
    $
    16,342
    
    
    $
    220
  Years Ending September 30,2009
    
    $
    1,8452010
    
    
    842011
    
    
    11,2432012
    
    
    5,015Total
    
    $
    18,187
 F-15




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##### Table of Contents



Note 5. Net Loss Per Share
   Note 6. Income Taxes
  September 30,2008
    
    
    2007Current deferred tax assets:Inventory and warranty reserve
    
    $
    862
    
    
    $
    619Accrued expenses, deferred revenue and other
    
    
    2,615
    
    
    
    1,541Accounts receivable and sales reserve
    
    
    123
    
    
    
    953,600
    
    
    
    2,255Non-current deferred tax assets (liabilities):Depreciation
    
    
    907
    
    
    
    12Research and development credit
    
    
    1,456
    
    
    
    1,400Net operating loss carryforwards
    
    
    16,930
    
    
    
    9,160Identifiable intangible assets
    
    
    (4,595
    )
    
    
    14,698
    
    
    
    10,572Total net deferred tax asset
    
    
    18,298
    
    
    
    12,827Less: valuation allowance
    
    
    (18,298
    )
    
    
    (12,827
    )Net deferred tax asset
    
    $
    
    
    
    $
    
  F-16




---



##### Table of Contents



September 30,2008
    
    
    2007Statutory federal rate applied to loss
before income taxes
    
    $
    (1,143
    )
    
    $
    (2,315
    )State income tax benefit
    
    
    (81
    )
    
    
    (183
    )Stock based compensation
    
    
    195
    
    
    
    230Permanent differences
    
    
    32
    
    
    
    16Change in valuation allowance
    
    
    1,053
    
    
    
    2,462Research and development credit
    
    
    (56
    )
    
    
    (209
    )Other
    
    
    
    
    
    
    (1
    )$
    
    
    
    $
    Current
    
    $
    
    
    
    $
    Deferred
    
    
    
    
    
    
    $
    
    
    
    $
    
   Accounting for Uncertainty in Income Taxes  an
Interpretation of FASB Statement No. 109
 F-17




---



##### Table of Contents



Note 7. Commitments
 Leases
   Years ending September 30,2009
    
    $
    9972010
    
    
    1,0622011
    
    
    7382012
    
    
    5202013
    
    
    536Thereafter
    
    
    611Total
    
    $
    4,464
  401(k) Plan
  Note 8. Shareholders Equity
 Common Stock
  Preferred Stock
  F-18




---



##### Table of Contents



Series B
       F-19




---



##### Table of Contents



Series C
     Series D
  F-20




---



##### Table of Contents



Stock Option Plans
   F-21




---



##### Table of Contents



WeightedAverageShares
    
    
    Exercise PriceOptions outstanding at September 30, 2006
    
    
    388
    
    
    $
    4.60Granted
    
    
    894
    
    
    
    5.15Exercised
    
    
    (15
    )
    
    
    3.73Cancelled
    
    
    (35
    )
    
    
    4.83Options outstanding at September 30, 2007
    
    
    1,232
    
    
    
    5.01Granted
    
    
    323
    
    
    
    3.05Exercised
    
    
    (15
    )
    
    
    2.98Cancelled
    
    
    (301
    )
    
    
    4.43Options outstanding at September 30, 2008
    
    
    1,239
    
    
    
    4.66
 Options Outstanding
    
    
    Options ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    Average
    
    
    WeightedRange of
    
    Number
    
    
    Remaining
    
    
    Average
    
    
    Number
    
    
    Remaining
    
    
    Averageexercise
    
    of
    
    
    Contractual
    
    
    Exercise
    
    
    of
    
    
    Contractual
    
    
    Exerciseprice
    
    Shares
    
    
    Life
    
    
    Price
    
    
    Shares
    
    
    Life
    
    
    Price$2.99
    
    
    237
    
    
    
    4.9
    
    
    $
    2.99
    
    
    
    25
    
    
    
    9.4
    
    
    $
    2.99$3.15  $3.99
    
    
    83
    
    
    
    3.5
    
    
    
    3.60
    
    
    
    36
    
    
    
    2.4
    
    
    
    3.87$4.33  $4.98
    
    
    62
    
    
    
    4.7
    
    
    
    4.69
    
    
    
    46
    
    
    
    5.2
    
    
    
    4.82$5.03  $5.40
    
    
    857
    
    
    
    4.1
    
    
    
    5.23
    
    
    
    445
    
    
    
    3.8
    
    
    
    5.261,239
    
    
    
    4.3
    
    
    
    4.66
    
    
    
    552
    
    
    
    4.1
    
    
    
    5.03
   For the Years EndedSeptember 30,2008
    
    2007Number of shares granted
    
    
    323
    
    
    
    894Fair value per share
    
    $
    0.81
    
    
    $
    1.79Risk-free interest rate
    
    
    2.24
    %
    
    
    4.65
    %Expected volatility
    
    
    30.88
    %
    
    
    35.39
    %Expected life (in years)
    
    
    3.7
    
    
    
    4.0Dividend yield
    
    
    
    
    
    
    
  F-22




---



##### Table of Contents



Restricted Stock Awards
   WeightedNumber of
    
    
    Average GrantShares
    
    
    Date Fair ValueRestricted stock outstanding at September
30, 2006
    
    
    212
    
    
    $
    4.95Granted
    
    
    450
    
    
    
    5.34Vested
    
    
    (278
    )
    
    
    5.23Cancelled
    
    
    (23
    )
    
    
    4.98Restricted stock outstanding at September
30, 2007
    
    
    361
    
    
    
    5.22Granted
    
    
    151
    
    
    
    3.04Vested
    
    
    (198
    )
    
    
    4.94Cancelled
    
    
    (29
    )
    
    
    4.08Restricted stock outstanding at September
30, 2008
    
    
    285
    
    
    
    4.37
   Common stock warrants
   F-23




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##### Table of Contents



WeightedWeighted
    
    
    AverageNumber of
    
    
    Average
    
    
    RemainingWarrants
    
    
    Exercise Price
    
    
    Life (years)Warrants outstanding at
September 30, 2006
    
    
    1,033
    
    
    $
    3.49
    
    
    
    3.0Granted
    
    
    505Exercised
    
    
    Cancelled
    
    
    Warrants outstanding at
September 30, 2007
    
    
    1,538
    
    
    
    5.22
    
    
    
    2.9Granted
    
    
    457Exercised
    
    
    Cancelled
    
    
    Warrants outstanding at
September 30, 2008
    
    
    1,995
    
    
    
    3.54
    
    
    
    2.6
 Note 9. Legal Proceedings
  F-24




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##### Table of Contents



Item 9. Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure
  
 Item 9A. Controls and Procedures
 Evaluation of disclosure controls and procedures.
 Managements report on internal control over financial reporting.
   Changes in internal controls over financial reporting.
 
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  25




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www.xata.com
 
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  
 Item 13. Certain Relationships and Related Transactions, Director Independence
  
 Item 14. Principal Accountant Fees and Services
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a) Documents Filed as Part of Form 10-K
 1.
    
    Financial Statements
 
 2.
    
    Financial Statement Schedules
  26




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##### Table of Contents



3.
    
    Exhibits
  (b) Exhibits
  (c) Financial Statement Schedules
  27




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SIGNATURES
  XATA CORPORATIONDated:  December 17, 2008
    By:
    /s/     John J. CoughlanJohn J. Coughlan, Chairman, ChiefExecutive Officer and President

(Principal executive officer)  Dated: December 17, 2008
    
    By:
    
    /s/ John J. CoughlanJohn J. Coughlan, Chairman, Chief
Executive Officer and PresidentDated: December 17, 2008
    
    By:
    
    /s/ Carl M. FredericksCarl M. Fredericks, DirectorDated: December 17, 2008
    
    By:
    
    /s/ Thomas G. HudsonThomas G. Hudson, DirectorDated: December 17, 2008
    
    By:
    
    /s/ Roger W. KleppeRoger W. Kleppe, DirectorDated: December 17, 2008
    
    By:
    
    /s/ Chad LindbloomChad Lindbloom, DirectorDated: December 17, 2008
    
    By:
    
    /s/ Michael J. PaxtonMichael J. Paxton, DirectorDated: December 17, 2008
    
    By:
    
    /s/ Christopher P. MarshallChristopher P. Marshall, DirectorDated: December 17, 2008
    
    By:
    
    /s/ Charles R. Stamp, Jr.Charles R. Stamp, Jr., DirectorDated: December 17, 2008
    
    By:
    
    /s/ Mark E. TiesMark E. Ties, Chief Financial Officer
(Principal accounting and financial
officer)
 28




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##### Table of Contents



Schedule II
XATA Corporation
Valuation and Qualifying Accounts
(in thousands)
 Balance at
    
    
    Charged to
    
    
    Charged tobeginning of
    
    
    costs and
    
    
    other
    
    
    
    
    
    
    Balance atDescription
    
    period
    
    
    expenses
    
    
    accounts (1)
    
    
    Deductions (2)
    
    
    end of periodYear ended
September 30, 2007
deducted from
assets accounts:Accounts
receivable
allowance for
bad debts
    
    $
    286
    
    
    $
    1
    
    
    $
    
    
    
    $
    157
    
    
    $
    130Year ended
September 30, 2008
deducted from
assets accounts:Accounts
receivable
allowance for
bad debts
    
    
    130
    
    
    
    92
    
    
    
    638
    
    
    
    527
    
    
    
    333
 
 (1)
    
    This amount represents allowance for bad debts established at the time of acquisition of
GeoLogic Solutions, Inc.(2)
    
    Amounts recorded in fiscal 2008 include $511,000 for accounts reserved for at the time of
acquisition from
GeoLogic Solutions, Inc. 29




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##### Table of Contents



Exhibit No.
    
    Description of Exhibits3.1
    
    Second Restated Articles of Incorporation of XATA Corporation *3.2
    
    Bylaws of XATA Corporation (22)4.1
    
    Common Stock Warrant and Series B Preferred Stock Purchase Agreement, dated December 6, 2003
(1)4.2
    
    Common Stock Warrant and Series C Preferred Stock Purchase Agreement, dated September 7, 2005
(2)4.3
    
    Common Stock Warrant and Series D Preferred Stock Purchase Agreement, dated June 18, 2007 (3)4.4
    
    Form of warrant issued to Trident entities in connection with Common Stock Warrant and Series B
Preferred Stock Purchase Agreement (1)4.5
    
    Form of warrant issued to Cherry Tree Securities, LLC for its service as placement agent in connection
with Common Stock Warrant and Series B Preferred Stock Purchase Agreement (1)4.6
    
    Form of warrant issued to Trident entities in connection with Common Stock Warrant and Series C
Preferred Stock Purchase Agreement (2)4.7
    
    Form of warrant issued to Trident entities in connection with Common Stock Warrant and Series D
Preferred Stock Purchase Agreement (3)4.8
    
    Investor Rights Agreement, dated June 19, 2007 (3)4.9
    
    Form of Senior Subordinated Convertible Notes issued on January 31, 2008, by XATA Corporation to each
of Platinum Equity Capital Partners, L.P., Platinum Equity Capital Partners-A, L.P., Platinum Equity
Capital Partners-PF, L.P. and Platinum Transportation Principals, LLC (24)4.10
    
    Common Stock Warrant, dated as of January 31, 2008, issued by XATA Corporation to Silicon Valley Bank
(24)4.11
    
    Common Stock Warrant, dated as of January 31, 2008, issued by XATA Corporation to Partners for Growth
II, L.P. (24)9.0
    
    Amended and Restated Voting Agreement, dated September 7, 2005 (2)10.4
    
    Trident Investor Indemnification Agreement (1)10.5
    
    Trident Director Indemnification Agreement (1)10.6
    
    Stock Purchase Agreement with JDSTG, dated August 30, 2000 (6)10.7
    
    Registration Rights Agreement with JDSTG dated August 30, 2000 (6)10.8
    
    Amendment No. 1, dated October 31, 2000, to Stock Purchase Agreement with JDSTG (7)10.9
    
    Side Agreement with JDSTG dated December 28, 2000 (8)10.10
    
    Loan and Security Agreement with Silicon Valley Bank, dated as of December 17, 2004 (9)10.11
    
    First Amendment to Loan and Security Agreement with Silicon Valley Bank, dated as of December 16, 2005
(10)10.12
    
    Employment Agreement dated October 1, 2000 with Thomas N. Flies (11)
 30




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##### Table of Contents



Exhibit No.
    
    Description of Exhibits10.13
    
    Form of Warrant issued to directors as equity compensation (12)10.14
    
    2002 Long-Term Incentive and Stock Option Plan (22)10.15
    
    Form of Restricted Stock Award Agreement pursuant to 2002 Long-Term Incentive and Stock Option Plan
(13)10.16
    
    Form of Directors Restricted Stock Award Agreement pursuant to 2002 Long-Term Incentive and Stock
Option Plan(14)10.17
    
    2007 Long-term Incentive and Stock Option Plan (15)10.18
    
    Form of Stock Option Agreement for Directors pursuant to 2007 Long-term Incentive and Stock Option Plan
(22)10.19
    
    Form of Stock Option Agreement for Employees pursuant to 2007 Long-term Incentive and Stock Option Plan
(22)10.20
    
    Change of Control Agreement with Mark Ties (16)10.21
    
    Change of Control Agreement with Thomas Schlick (17)10.22
    
    Executive Employment Agreement with John J. Coughlan (18)10.23
    
    Incentive Stock Option Agreement with John J. Coughlan (18)10.24
    
    Restricted Stock Award Agreement with John J. Coughlan (18)10.25
    
    Matching Restricted Stock Award Agreement with John J. Coughlan (18)10.26
    
    Change of Control Agreement with David Gagne (19)10.27
    
    Non-Qualified Stock Option Agreement with David Gagne(19)10.28
    
    Matching Restricted Stock Award Agreement with David Gagne(19)10.29
    
    Separation and Release Agreement with Peter A. Thayer (19)10.30
    
    Business Agreement with Winland Electronics dated June 28, 2005 (20)10.31
    
    Reseller Agreement with Orbcomm, Inc. dated July 31, 2006 (20)10.32
    
    Second Amendment to Custom Service Agreement with Sprint Solutions, Inc. effective January 1, 2007
(20)10.33
    
    Stock Purchase Agreement, dated as of December 19, 2007, between XATA Corporation, GeoLogic Solutions,
Inc., GeoLogic Management, Inc., Platinum Equity Capital Partners, L.P., Platinum Equity Capital
Partners-A, L.P., Platinum Equity Capital Partners-PF, L.P. and Platinum Transportation Principals,
LLC.(23)10.34
    
    First Amendment to Stock Purchase Agreement, dated as of January 31, 2008, between XATA Corporation,
GeoLogic Solutions, Inc., GeoLogic Management, Inc., Platinum Equity Capital Partners, L.P., Platinum
Equity Capital Partners-A, L.P., Platinum Equity Capital Partners-PF, L.P. and Platinum Transportation
Principals, LLC. (24)10.35
    
    Loan and Security Agreement, dated as of January 31, 2008, between Silicon Valley Bank, XATA
Corporation and GeoLogic Solutions, Inc. (24)10.36
    
    Loan and Security Agreement, dated as of January 31, 2008, between Partners for Growth II, L.P., XATA
Corporation and GeoLogic Solutions, Inc. (24)
 31




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##### Table of Contents



Exhibit No.
    
    Description of Exhibits10.37
    
    Separation Agreement, dated January 16, 2008, between XATA Corporation and Thomas L. Schlick
(25)10.38
    
    Severance Agreement between Mark E. Ties and the Company dated May 8, 2008 (26)10.39
    
    Separation Agreement, dated March 1, 2007, between XATA Corporation and James Griffin (27)10.40
    
    Amendment to Separation Agreement, dated October 1, 2008, between XATA Corporation and James Griffin
(27)10.41
    
    Second Amendment to Loan and Security Agreement dated November 20, 2008.*10.42
    
    First Amendment to PFG Loan and Security Agreement dated November 20, 2008.*23
    
    Consent of Grant Thornton LLP, independent registered public accounting firm*31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *32.1
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 *32.2
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 *
 
 *
    
    Filed herewith(1)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K on December 9, 2003(2)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K on September 22, 2005(3)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K on June 22, 2007(4)
    
    Incorporated by reference to exhibit filed as a part of Report on Form 10-QSB for the fiscal quarter
ended March 31, 1997(5)
    
    Incorporated by reference to exhibit filed as part of Report on Form 10-QSB for the fiscal quarter
ended March 31, 2003(6)
    
    Incorporated by reference to exhibit filed as a part of Report on Form 8-K on September 7, 2000(7)
    
    Incorporated by reference to exhibit filed as a part of Report on Form 8-K on November 2, 2000(8)
    
    Incorporated by reference to exhibit filed as a part of Report on Form 10-KSB for the fiscal year ended
September 30, 2000(9)
    
    Incorporated by reference to exhibit filed as part of Report on Form 10-KSB for the fiscal year ended
September 30, 2004(10)
    
    Incorporated by reference to exhibit filed as part of Report on Form 10-KSB/A for the fiscal year ended
September 30, 2005(11)
    
    Incorporated by reference to exhibit filed as part of Report on Form 10-QSB for the fiscal quarter
ended December 31, 2000(12)
    
    Incorporated by reference to exhibit filed as part of Report on Form 10-KSB for the fiscal year ended
September 30, 2002(13)
    
    Incorporated by reference to exhibit filed as part of Report on Form 10-KSB for the fiscal year ended September 30, 2004 32




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##### Table of Contents



(14)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K on March 1, 2006(15)
    
    Incorporated by reference to exhibit filed as part of Registration Statement on Form S-8 on
February 15, 2007(16)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K on April 12, 2005(17)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K on April 11, 2006(18)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K on October 4, 2006(19)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K on January 8, 2007(20)
    
    Incorporated by reference to exhibit filed as part of Report on Form 10-KSB for the fiscal year ended
September 30, 2006(21)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K on July 9, 2007(22)
    
    Incorporated by reference to exhibit filed as part of Report on Form 10-K for the fiscal year ended
September 30, 2007(23)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K filed with the SEC on
December 24, 2007(24)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K filed with the SEC on February
6, 2008(25)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K filed with the SEC on
January 18, 2008(26)
    
    Incorporated by reference to exhibit filed as part of Report on Form 10-Q for the fiscal quarter ended
June 30, 2008.(27)
    
    Incorporated by reference to exhibit filed as part of Report on Form 8-K filed with the SEC on October
7, 2008 33