##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended December 31, 2007 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from to
 Commission
File Number: 0-27166
 XATA Corporation
  Minnesota
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    41-1641815
(I.R.S. Employer
Identification Number)
 
  (952) 707-5600
 
 þ o
 o þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)




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##### 



Index
 Page No.PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Statements of Operations for the Three Months Ended December 31, 2007 and 2006
    
    3Balance Sheets as of December 31, 2007 and September 30, 2007
    
    4Statements of Changes in Shareholders Equity as of December 31, 2007 and September 30, 2007
    
    5Statements of Cash Flows for the Three Months Ended December 31, 2007 and 2006
    
    6Notes to Financial Statements
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    16Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    22Item 4.
    
    Controls and Procedures
    
    22PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    22Item 1A.
    
    Risk Factors
    
    22Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    23Item 3.
    
    Defaults upon Senior Securities
    
    23Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    23Item 5.
    
    Other Information
    
    23Item 6.
    
    Exhibits
    
    23SIGNATURESEXHIBITSCommitment LetterCommitment LetterSection 302 CertificationSection 302 CertificationSection 906 CertificationSection 906 Certification
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 XATA CORPORATION
STATEMENTS OF OPERATIONS
 Three months endedDecember 31,2007
    
    
    2006Net sales
    
    $
    7,687
    
    
    $
    7,774Costs and expensesCost of goods sold
    
    
    4,058
    
    
    
    4,181Selling, general and administrative
    
    
    3,716
    
    
    
    3,056Research and development
    
    
    1,040
    
    
    
    1,174Total costs and expenses
    
    
    8,814
    
    
    
    8,411Operating loss
    
    
    (1,127
    )
    
    
    (637
    )Net interest income
    
    
    114
    
    
    
    83Loss before income taxes
    
    
    (1,013
    )
    
    
    (554
    )Income tax expense
    
    
    
    
    
    
    Net loss
    
    
    (1,013
    )
    
    
    (554
    )Preferred stock dividends
    
    
    (47
    )
    
    
    (46
    )Preferred stock deemed dividends
    
    
    (43
    )
    
    
    (95
    )Net loss to common shareholders
    
    $
    (1,103
    )
    
    $
    (695
    )Net loss per common share  basic and diluted
    
    $
    (0.14
    )
    
    
    ($0.09
    )Weighted average common and
common share equivalentsBasic and Diluted
    
    
    8,163
    
    
    
    7,845
  3




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##### Table of Contents



XATA CORPORATION
BALANCE SHEETS
 December 31,
    
    
    September 30,2007
    
    
    2007(Unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    9,138
    
    
    $
    13,675Accounts receivable, less allowances for doubtful accounts
and sales returns of $289 and $256
    
    
    5,668
    
    
    
    3,280Inventories
    
    
    1,636
    
    
    
    2,672Deferred product costs
    
    
    867
    
    
    
    752Prepaid expenses
    
    
    881
    
    
    
    393Total current assets
    
    
    18,190
    
    
    
    20,772Equipment and leasehold improvements, net
    
    
    3,806
    
    
    
    1,583Deferred product costs, net of current portion
    
    
    1,766
    
    
    
    1,798Total assets
    
    $
    23,762
    
    
    $
    24,153LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesCurrent portion of long-term obligations and deferred rent
    
    $
    250
    
    
    $
    161Accounts payable
    
    
    2,361
    
    
    
    3,419Accrued expenses
    
    
    3,177
    
    
    
    3,548Deferred revenue
    
    
    4,003
    
    
    
    3,105Total current liabilities
    
    
    9,791
    
    
    
    10,233Long-term obligations, net of current portion
    
    
    186
    
    
    
    220Deferred rent
    
    
    884
    
    
    
    98Deferred revenue, net of current portion
    
    
    6,407
    
    
    
    6,524Total liabilities
    
    
    17,268
    
    
    
    17,075Shareholders EquityPreferred stock, no par, 10,000 shares authorized:Series B, 4% convertible, 2,250 shares designated;
shares issued and outstanding: 1,888 at December 31, 2007
and 1,851 at September 30, 2007
    
    
    5,058
    
    
    
    4,921Series C, convertible, 1,400 shares designated;
1,269 shares issued and outstanding at December 31, 2007
and September 30, 2007
    
    
    4,845
    
    
    
    4,845Series D, convertible, 1,600 shares designated;
1,567 shares issued and outstanding at December 31, 2007
and September 30, 2007
    
    
    5,937
    
    
    
    5,937Common stock, par value $0.01 per share; 25,000 shares
authorized; shares issued and outstanding: 8,515 at December 31, 2007
and 8,516 at September 30, 2007
    
    
    85
    
    
    
    85Additional paid-in capital
    
    
    26,142
    
    
    
    25,760Accumulated deficit
    
    
    (35,573
    )
    
    
    (34,470
    )Total shareholders equity
    
    
    6,494
    
    
    
    7,078Total liabilities and shareholders equity
    
    $
    23,762
    
    
    $
    24,153
  4




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##### Table of Contents



XATA CORPORATION
STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
 Series B
    
    
    Series C
    
    
    Series D
    
    
    Additional
    
    
    UnearnedCommon Stock
    
    
    Preferred Stock
    
    
    Preferred Stock
    
    
    Preferred Stock
    
    
    Paid-In
    
    
    Stock-Based
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Deficit
    
    
    TotalBalance at September 30, 2006
    
    
    7,963
    
    
    
    80
    
    
    
    1,779
    
    
    
    4,579
    
    
    
    1,269
    
    
    
    4,845
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    8,516
    
    
    $
    85
    
    
    
    1,851
    
    
    $
    4,921
    
    
    
    1,269
    
    
    $
    4,845
    
    
    
    1,567
    
    
    $
    5,937
    
    
    $
    25,760
    
    
    $
    
    
    
    $
    (34,470
    )
    
    $
    7,078Issuance of restricted shares of common
stock
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    382
    
    
    
    
    
    
    
    
    
    
    
    382Forfeiture
of restricted shares of common stock
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (47
    )
    
    
    47Preferred stock deemed dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,013
    )
    
    
    (1,013
    )Balance at December 31, 2007
    
    
    8,515
    
    
    $
    85
    
    
    
    1,888
    
    
    $
    5,058
    
    
    
    1,269
    
    
    $
    4,845
    
    
    
    1,567
    
    
    $
    5,937
    
    
    $
    26,142
    
    
    $
    
    
    
    $
    (35,573
    )
    
    $
    6,494
  5




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##### Table of Contents



XATA CORPORATION
STATEMENTS OF CASH FLOWS
 Three Months Ended December 31,2007
    
    
    2006Cash provided by operating activitiesNet loss
    
    $
    (1,013
    )
    
    $
    (554
    )Adjustments to reconcile net loss to net cash provided by
operating activities:Depreciation and amortization
    
    
    250
    
    
    
    158Stock based compensation
    
    
    382
    
    
    
    401Changes in assets and liabilities:Accounts receivable, net
    
    
    (2,388
    )
    
    
    394Inventories
    
    
    1,036
    
    
    
    255Deferred product costs
    
    
    (83
    )
    
    
    670Prepaid expenses
    
    
    (488
    )
    
    
    (84
    )Accounts payable
    
    
    (1,058
    )
    
    
    110Accrued expenses
    
    
    (1,376
    )
    
    
    (775
    )Deferred rent
    
    
    85
    
    
    
    Deferred revenue
    
    
    781
    
    
    
    368Net cash (used in) provided by operating activities
    
    
    (3,872
    )
    
    
    943Cash used in investing activitiesPurchase of equipment and leasehold improvements
    
    
    (615
    )
    
    
    (55
    )Additions to system development costs
    
    
    
    
    
    
    (126
    )Net cash (used in) investing activities
    
    
    (615
    )
    
    
    (181
    )Cash provided by financing activitiesPayments on long-term obligations
    
    
    (50
    )
    
    
    (22
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    500Proceeds from options and warrants exercised
    
    
    
    
    
    
    12Net cash (used in) provided by financing activities
    
    
    (50
    )
    
    
    490(Decrease) increase in cash and cash equivalents
    
    
    (4,537
    )
    
    
    1,252Cash and cash equivalentsBeginning
    
    
    13,675
    
    
    
    6,354Ending
    
    $
    9,138
    
    
    $
    7,606Supplemental disclosures of cash flow informationCash payments for interest
    
    $
    12
    
    
    $
    7Supplemental schedule of noncash investing and financing activitiesPreferred stock deemed dividends
    
    
    43
    
    
    
    95Preferred stock dividends payable
    
    
    16
    
    
    
    15Preferred stock dividends paid
    
    
    94
    
    
    
    91Accrued fixed asset purchases
    
    
    1,858
    
    
    
    
  6




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##### Table of Contents



NOTES TO FINANCIAL STATEMENTS
 Note 1. Significant Accounting Policies
 Presentation
   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
 7




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##### Table of Contents



Use of Estimates
  Basis of Presentation
  Cash and Cash Equivalents
  Concentration of Credit Risk
   Fair Value of Financial Instruments
  Inventories
   December 31,
    
    
    September 30,2007
    
    
    2007Parts and accessories
    
    $
    906
    
    
    $
    1,021Finished goods
    
    
    730
    
    
    
    1,651Total inventories
    
    $
    1,636
    
    
    $
    2,672
 8




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##### Table of Contents



Equipment and Leasehold Improvements
   December 31,
    
    
    September 30,2007
    
    
    2007Office furniture and equipment
    
    $
    3,437
    
    
    $
    3,353Engineering and manufacturing equipment
    
    
    578
    
    
    
    574Leasehold improvements
    
    
    2,153
    
    
    
    786,168
    
    
    
    4,005Less: accumulated depreciation
    
    
    (2,362
    )
    
    
    (2,422
    )Equipment and leasehold improvements, net
    
    $
    3,806
    
    
    $
    1,583
  Capitalized System Development Costs
 Accounting for the Costs of Computer Software to Be Sold, Leased, or
Otherwise Marketed
 Long-Lived Assets
  Product Warranties
   9




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##### Table of Contents



Shipping Costs
  Advertising Costs
  Research and Development Costs
 Accounting for the Costs of Computer Software to Be Sold, Leased,
or Otherwise Marketed
 Income taxes
 Accounting for
Income Taxes
 Recently Issued Accounting Standards
 Accounting Changes and Error Corrections (Statement 154)
 Accounting Changes and Error Corrections  a
replacement of APB Opinion No. 20 and FASB Statement No. 3 Accounting Changes
 Accounting for Uncertainty in Income Taxes (FIN 48)
 Accounting for Uncertainty in Income Taxes
 10




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##### Table of Contents



Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statement (SAB 108)
 Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
 Fair Value Measurements (FAS 157)
  The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159)
 The Fair Value Option for Financial Assets and
Financial Liabilities,
 Note 2. Stock-Based Compensation
  Stock Options
 Share-Based Payment,
  11




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##### Table of Contents



For the Three MonthsEnded December 31,2007
    
    2006Number of shares granted
    
    
    21
    
    
    
    300Fair value
    
    $
    0.86
    
    
    $
    1.78Risk-free interest rate
    
    
    3.51
    %
    
    
    4.61
    %Expected volatility
    
    
    28.85
    %
    
    
    36.60
    %Expected life (in years)
    
    
    3.6
    
    
    
    3.5Dividend yield
    
    
    
    
    
    
    
   WeightedAverageShares
    
    Exercise PriceOptions outstanding at September 30, 2007
    
    
    1,232
    
    
    $
    5.01Granted
    
    
    21
    
    
    
    3.20Exercised
    
    
    
    
    
    
    Cancelled
    
    
    (90
    )
    
    
    3.81Options outstanding at December 31, 2007
    
    
    1,163
    
    
    $
    5.07
  12




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##### Table of Contents



Options Outstanding
    
    Options ExercisableWeighted
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    
    
    
    Average
    
    WeightedRange of
    
    Number
    
    Remaining
    
    Weighted
    
    Number
    
    Remaining
    
    Averageexercise
    
    of
    
    Contractual Life
    
    Average
    
    of
    
    Contractual
    
    Exerciseprice
    
    Shares
    
    (Years)
    
    Exercise Price
    
    Shares
    
    Life(Years)
    
    Price$2.85  $2.95
    
    
    13
    
    
    
    0.2
    
    
    $
    2.95
    
    
    
    13
    
    
    
    0.2
    
    
    $
    2.95$3.03  $3.99
    
    
    58
    
    
    
    2.7
    
    
    
    3.63
    
    
    
    34
    
    
    
    1.2
    
    
    
    3.78$4.18  $4.98
    
    
    96
    
    
    
    5.0
    
    
    
    4.79
    
    
    
    20
    
    
    
    8.1
    
    
    
    4.88$5.03  $5.40
    
    
    996
    
    
    
    4.7
    
    
    
    5.21
    
    
    
    204
    
    
    
    4.1
    
    
    
    5.271,163
    
    
    
    4.6
    
    
    $
    5.07
    
    
    
    271
    
    
    
    3.8
    
    
    $
    4.95
  Restricted Stock Awards
   WeightedAverage GrantShares
    
    Date Fair ValueRestricted stock outstanding at September 30, 2007
    
    
    361
    
    
    $
    5.22Granted
    
    
    1
    
    
    
    3.94Vested
    
    
    (22
    )
    
    
    5.36Cancelled
    
    
    (2
    )
    
    
    5.11Restricted stock outstanding at December 31, 2007
    
    
    338
    
    
    $
    5.21
   13




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##### Table of Contents



Note 3. Commitments
 Leases
  401(k) Plan
  Note 4. Bank Line of Credit
  Note 5. Shareholders Equity
 Common Stock
  Preferred Stock
  Series B
    14




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##### Table of Contents



Series C
  Series D
  Common Stock Warrants
  15




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##### Table of Contents



AverageWeighted
    
    RemainingNumber
    
    Average
    
    Contractual
    
    Aggregateof
    
    Exercise
    
    Life
    
    IntrinsicShares
    
    Price
    
    (Years)
    
    ValueWarrants outstanding at September 30, 2007
    
    
    1,538
    
    
    $
    3.61
    
    
    
    2.89
    
    
    $
    44Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Cancelled
    
    
    
    
    
    
    Warrants outstanding at December 31, 2007
    
    
    1,538
    
    
    $
    3.61
    
    
    
    2.64
    
    
    $
    65
  Note 6. Net Loss Per Share
   Note 7. Subsequent Event
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Forward-looking Statements
  16




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##### Table of Contents




    
    although we expect to incur operating losses in the current fiscal year, these losses
may continue beyond the expected timeframe or in excess of the expected magnitude, and we
may be dependent upon external investment to support our operations during periods in which
we incur operating losses;
    
    we may encounter unexpected costs or difficulties relating to the integration of the
XATA and GeoLogic businesses;
    
    we may be unable to adapt to technological change quickly enough to grow or to retain
our customer base;
    
    we will continue to be dependent upon positioning systems and communication networks
owned and controlled by others, and accordingly, their problems may adversely impact us;
    
    for the foreseeable future, we are dependent upon the continued receipt and fulfillment
of new orders for our current products;
    
    our growth and profitability depend on our timely introduction and market acceptance of
new products, our ability to continue to fund research and development activities, and our
ability to establish and maintain strategic partner relationships.
  Overview
    Technology, people, processes
  
    
    Technology.Our web-based, on-demand scalable software includes a variety of web-based
enterprise applications, including XATANET®, our flagship application. XATANET
provides critical real-time information about our customers fleets, allows for paperless driver logs and provides
summary and granular
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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.
    
    People.Several XATA employees have been with our company for more than 15 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.
    
    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
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Allowance for doubtful accounts and sales returns.
  Product Warranties
 Capitalized system development costs Accounting for the Costs of
Computer Software to Be Sold, Leased, or Otherwise Marketed
 Research and development costs Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.
 Income taxes Accounting
for Income Taxes
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Results of Operations for the three months ended December 31, 2007 and 2006
  Three months endedDecember 31,2007
    
    
    2006Net sales
    
    
    100.0
    %
    
    
    100.0
    %Gross profit
    
    
    47.2
    %
    
    
    46.2
    %Selling, general and administrative
    
    
    48.3
    %
    
    
    39.3
    %Research and development
    
    
    13.5
    %
    
    
    15.1
    %Operating loss
    
    
    (14.7
    %)
    
    
    (8.2
    %)Net loss
    
    
    (13.2
    %)
    
    
    (7.1
    %)
 Net Sales
  Cost of Goods Sold
  Selling, General and Administrative Expenses
  Research & Development Expenses
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Net Interest Income
  Income Taxes
  Net Loss to Common Shareholders
  Liquidity and Capital Resources
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
    
    We may encounter unexpected costs or difficulties relating to the integration of
the XATA and GeoLogic businesses.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibit
 10.1
    
    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. (1)10.2
    
    Commitment Letter, dated December 19, 2007, between Partners for Growth, LLC and
XATA Corporation. *10.3
    
    Commitment Letter, dated December 19, 2007, between Silicon Valley Bank and XATA
Corporation. *10.4
    
    Separation Agreement, dated January 16, 2008, between XATA Corporation and Thomas
L. Schlick. (2)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 10.1 to the Companys Current Report on Form
8-K filed with the SEC on December 24, 2007.(2)
    
    Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form
8-K filed with the SEC on January 18, 2008. 23




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SIGNATURES
  Dated:  February 11, 2008
    XATA Corporation
(Registrant)by:
    /s/ Mark E. TiesMark E. TiesChief Financial Officer
(Signing as Principal Financial and Accounting
Officer, and as Authorized Signatory of Registrant) 24