UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
___________________________________________
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended March 31, 2022
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 001-08762
ITERIS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
1250 S. Capital of Texas Hwy., Building 1, Suite 330., Austin,
Texas
(Address of Principal Executive Offices)
95-2588496
(I.R.S. Employer Identification No.)
78746
(Zip Code)
Registrant's Telephone Number, Including Area Code: (512) 716-0808
Title of each class
Common Stock, $0.10 par
value
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol(s)
ITI
Name of each exchange on which
registered
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act. None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended (the "Securities
Act"). Yes o No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Yes o No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in
Rule 12b-2 of the Exchange Act.:
Large accelerated filer
o
Accelerated filer
☒
Non-accelerated filer
o Smaller reporting company
Emerging growth company
☒
o
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No ☒
The aggregate market value of the registrant's common stock held by nonaffiliates of the registrant as of September 30, 2021 was approximately
$223,257,646. For the purposes of this calculation, shares owned by officers, directors and 10% stockholders known to the registrant have been deemed to
be owned by affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of May 31, 2022, there
were 42,429,597 shares of our common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this report incorporates by reference certain information from the registrant's definitive proxy statement for the 2022 Annual Meeting of
Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this
Annual Report on Form 10-K.
Table of Contents
ITERIS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 31, 2022
TABLE OF CONTENTS
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
RESERVED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTING FEES AND SERVICES
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
PART II
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 9C.
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
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35
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Unless otherwise indicated in this report, the "Company," "we," "us" and "our" refer to Iteris, Inc. and its wholly-owned subsidiaries, including ClearAg,
Inc., and Albeck Gerken, Inc. BlueARGUS™, BlueTOAD®, CheckPoint™, ClearGuide®, ClearFleet®, ClearMobility™, ClearRoute™, CVIEW-Plus™,
Inspect™, iPeMS®, Iteris®, Iteris SPM®, Next®, P10™, P100™, P-Series™, PedTrax®, Reverse 511®, SmartCycle®, SmartCycle Bike Indicator®,
SmartSpan®, Spectra™, SPM® (logo), TrafficCarma®, UCRLink™, Vantage®, Vantage Apex™, VantageFusion™, VantageLive!®, Vantage Next®,
VantagePegasus®, VantageRadius®, Vantage Vector®, Velocity® and VersiCam™ are among, but not all of, the trademarks of Iteris, Inc. Any other
trademarks or trade names mentioned herein are the property of their respective owners.
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Cautionary Statement
This report, including the following discussion and analysis, contains forward-looking statements (within the meaning of the Private Securities Litigation
Reform Act of 1995) that are based on our current expectations, estimates and projections about our business and our industry, and reflect management's
beliefs and certain assumptions made by us based upon information available to us as of the date of this report. When used in this report and the
information incorporated herein by reference, the words "expect(s)," "feel(s)," "believe(s)," "intend(s)," "plan(s)," "should," "will," "may," "anticipate(s),"
"estimate(s)," "could," "should," and similar expressions or variations of these words are intended to identify forward-looking statements. These forward-
looking statements include, but are not limited to, statements regarding our anticipated growth, sales, revenue, expenses, profitability, capital needs,
backlog, manufacturing capabilities, the market acceptance of our products and services, competition, statements concerning any potential future impact of
the coronavirus disease COVID-19 pandemic on our business, the impact of any current or future litigation, the impact of recent accounting
pronouncements, the impact of current supply chain constraints, the applications for and acceptance of our products and services, the status of our
facilities and product development, the impact of the sale of our Agriculture and Weather Analytics Business, and the impact of the acquisition of
substantially all of the assets of TrafficCast International, Inc. These statements are not guarantees of future performance and are subject to certain risks
and uncertainties that could cause our actual results to differ materially from those projected. You should not place undue reliance on these forward-
looking statements that speak only as of the date hereof. We encourage you to carefully review and consider the various disclosures made by us which
describe certain factors which could affect our business, including in "Risk Factors" set forth in Part I, Item 1A of this report, before deciding to invest in
our company or to maintain or increase your investment. We undertake no obligation to revise or update publicly any forward-looking statement for any
reason, including to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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ITEM 1. BUSINESS
Overview
PART I
Iteris, Inc. (referred to collectively with its wholly-owned subsidiaries, ClearAg, Inc. and Albeck Gerken, Inc. ("AGI"), in this report as "Iteris," the
"Company," "we," "our," and "us") is a provider of smart mobility infrastructure management solutions. Our cloud-enabled end-to-end solutions help public
transportation agencies, municipalities, commercial entities and other transportation infrastructure providers monitor, visualize, and optimize mobility
infrastructure to make mobility safe, efficient and sustainable for everyone.
As a pioneer in intelligent transportation systems ("ITS") technology, our intellectual property, advanced detection sensors, mobility and traffic data,
software-as-a-service ("SaaS") offerings, mobility consulting services and end-to-end solutions delivered as cloud-enabled managed services represent a
comprehensive range of smart mobility infrastructure management solutions that we distribute to customers throughout the United States ("U.S.") and
internationally.
We believe our products, solutions and services increase safety and decrease congestion within our communities, while also minimizing environmental
impact.
We continue to make significant investments to leverage our existing technologies and further enhance our advanced detection sensors, mobility
intelligence software, mobility data sets, mobility consulting services, and cloud-enabled managed services. As we are always mindful of capital allocation,
we apply significant effort to evaluate and prioritize these investments. Likewise, we are always exploring strategic alternatives intended to optimize the
value of our Company.
Iteris was incorporated in Delaware in 1987 and has operated in its current form since 2004. Our principal executive offices are located at 1250 S Capital of
Texas Hwy, Bldg. 1, Suite 330, Austin TX 78746, and our telephone number at that location is (512) 716-0808. Our website address is www.iteris.com.
The inclusion of our website address in this report does not include or incorporate by reference into this report any information on, or accessible through,
our website. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, together with amendments to these
reports, are available on the "Investor Relations" section of our website, free of charge, as soon as reasonably practicable after such material is
electronically filed with, or furnished to, the U.S. Securities and Exchange Commission ("SEC").
Recent Developments
COVID-19 Update
The COVID-19 pandemic (the “Pandemic”) has materially adversely impacted global economic conditions. More than 24 months into the Pandemic,
COVID-19 continues to have an unpredictable and unprecedented impact on the global economy. Though there has been a trend in increasing availability
of COVID-19 vaccines, as well as an easing of restrictions on social, business, travel and government activities and functions, infection rates continue to
fluctuate and federal, state and local government regulations continue to rapidly change. The uncertainties caused by the Pandemic include, but are not
limited to, supply chain disruptions, workplace dislocations, economic contraction, and downward pressure on some customer budgets and customer
sentiment in general. We have not had any facility closures due to the Pandemic, but we have experienced supply chain and work delays on certain projects.
Should such delays become protracted or worsen or should longer-term budgets or priorities of our clients be impacted, the Pandemic could negatively
affect our business, results of operations and financial condition. The extent of the impact of the Pandemic on our business and financial results, and the
volatility of our stock price will depend largely on future developments, including the duration of the Pandemic, new and potentially more contagious
variants, such as the Delta and Omicron variants, the impact on capital and financial markets, the distribution, rate of adoption and efficacy of vaccines, and
the related impact on the budgets and financial circumstances of our customers and suppliers, all of which are highly uncertain and cannot be reasonably
estimated as of the date of this report.
Given the uncertainties surrounding the impacts of the Pandemic on the Company's future financial condition and results of operations, we have taken
certain actions to preserve our liquidity, manage cash flow and strengthen our financial flexibility. Such actions included, but are not limited to, reducing
our discretionary spending, reducing capital expenditures, and implementing restructuring activities. Refer to Note 4, Restructuring Activities, for more
information.
Our products require specialized parts which have become more difficult to source. In some cases, we have had to purchase such parts from third-party
brokers at substantially higher prices. Additionally, to mitigate for component shortages, we have begun to increase inventory levels and may continue to
do so for an extended period. In the event demand doesn’t materialize, we may need to hold excess inventory for several quarters. Alternatively, we may be
unable to source sufficient components, even from third-party brokers, to meet customer demand, resulting in high levels of unshippable backlog. We have
placed non-
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cancellable inventory orders for certain products in advance of our normal lead times to secure normal and incremental future supply and capacity and may
need to continue to do so in the future. Still, we may remain supply-constrained beyond the fiscal year ended March 31, 2022 ("Fiscal 2022").
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law in the United States. The CARES Act
provides relief to U.S. corporations through financial assistance programs and modifications to certain income tax provisions. The Company is applying
certain beneficial provisions of the CARES Act, including the payroll tax deferral and the alternative minimum tax acceleration (see Note 6, Income Taxes,
to the Consolidated Financial Statements, including in Part II, Item 8 of this report).
The Pandemic has had an impact on the Company’s human capital. While our Santa Ana product and commercial operations facility has remained open,
easing of Pandemic restrictions imposed by local and state authorities have allowed a portion of our workforce to return to our various facilities while
others continue to work remotely. The Company’s information technology infrastructure has proven sufficiently flexible to minimize disruptions in
required duties and responsibilities. Additionally, we have been able to timely file financial reports. We believe we have the right infrastructure to
efficiently work remotely for the balance of the Pandemic. We do not expect to incur significant costs to safely reopen our facilities to all our employees.
The Company assessed the impacts of the Pandemic on the estimates and assumptions used in preparing these audited consolidated financial
statements. The estimates and assumptions used in these assessments were based on management’s judgment and may be subject to change as new events
occur and additional information is obtained. In particular, there is significant uncertainty about the duration and extent of the impact of the Pandemic and
its resulting impact on global economic conditions. If economic conditions caused by the Pandemic do not recover as currently estimated by management,
the Company’s financial condition, cash flows and results of operations may be materially impacted. See below for areas that required more judgments and
estimates as a result of the Pandemic. The Company will continue to assess the effect on its operations by monitoring the spread of the Pandemic and the
actions implemented to combat the virus throughout the world. As a result, our assessment of the impact of the Pandemic may change.
Acquisition of the Assets of TrafficCast International, Inc.
On December 6, 2020, the Company entered into an Asset Purchase Agreement (the “TrafficCast Purchase Agreement”) with TrafficCast International, Inc.
(“TrafficCast”), a privately held company headquartered in Madison, Wisconsin that provides travel information technology, applications and content to
customers throughout North America in the media, mobile technology, automotive and public sectors. Under the TrafficCast Purchase Agreement, the
Company agreed to purchase from TrafficCast substantially all of its assets, composed of its travel information technology, applications and content (the
“TrafficCast Business”) and assume certain specified liabilities of the TrafficCast Business in exchange for a total purchase price of up to $17.7 million.
The $17.7 million in total consideration was comprised of $15.0 million paid in cash on the closing date, $1.0 million held back as security for certain post-
closing adjustments and post-closing indemnity obligations of TrafficCast, $1.1 million acquisition-related liability, and a $1.0 million earn out, fair valued
at $0.6 million as of March 31, 2021, that if earned, will be paid over two years based on the TrafficCast Business’ achievement of certain revenue targets.
The TrafficCast Purchase Agreement also provided for customary post-closing adjustments to the purchase price tied to working capital balances of the
TrafficCast Business at closing (see Note 12, Acquisitions, to the Consolidated Financial Statements). The transaction closed on December 7, 2020.
Simultaneous with closing the transaction, the parties entered into certain ancillary agreements that will provide Iteris with ongoing access to mapping and
monitoring services that the TrafficCast Business uses to support its real-time and predictive travel data and associated content.
Public Offering and Acquisition of Albeck Gerken, Inc.
On June 13, 2019, the Company completed an underwritten public offering of 6,182,797 shares of the Company's common stock for net proceeds to the
Company of approximately $26.8 million, after deducting underwriting discounts and estimated offering expenses payable by the Company. The Company
used approximately $6.2 million of the net proceeds of this offering to pay the cash portion of the purchase price in the acquisition of AGI, a privately-held
professional transportation engineering services firm headquartered in Tampa, Florida (see Note 12, Acquisitions, to the Consolidated Financial
Statements), and plans to use the balance of the net proceeds for general corporate purposes and possibly for other future acquisitions.
Sale of Agriculture and Weather Analytics Business
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On May 5, 2020, the Company completed the sale of substantially all of our assets used in connection with our former Agriculture and Weather Analytics
business to DTN, LLC (“DTN”), an operating company of TBG AG, a Swiss-based holding company, pursuant to an Asset Purchase Agreement (the
“AWA Purchase Agreement”) signed on May 2, 2020, in exchange for a total purchase consideration of $12.0 million, subject to working capital
adjustments. Upon closing, the Company received $10.5 million in cash and $1.5 million of payment was deferred. DTN paid the Company $1.45 million
at the 12-month anniversary of the closing date, and $0.05 million at the 18-month anniversary of the closing date. (See Note 3, Discontinued Operations,
to the Consolidated Financial Statements.)
Restructuring Activities
On April 30, 2020, in connection with the sale of the Agriculture and Weather Analytics business, the Board of Directors of Iteris, Inc. approved
restructuring activities to better position the Company for increased profitability and growth. Restructuring charges of approximately $1.5 million were
incurred for separation costs for certain employees who did not transition to DTN, additional positions that were eliminated to right-size the cost structure
of the Company, and the impairment of certain lease-related assets (see Note 4, Restructuring Activities, to the Consolidated Financial Statements).
Products and Services
Iteris provides comprehensive smart mobility infrastructure solutions for public-sector and private-sector customers primarily located in North America.
These solutions include traveler information systems, transportation performance measurement software, traffic analytics software, transportation
operations software, transportation-related data sets, advanced sensing devices, managed services, traffic engineering services, and mobility consulting
services. Beginning December 7, 2020, Iteris includes the public-sector and private-sector operations of TrafficCast (see Note 12, Acquisitions, to the
Consolidated Financial Statements, included in Part II, Item 8 of this report for further details on the acquisition of TrafficCast).
Software Solutions
Iteris offers our public-sector and private-sector customers a portfolio of industry-leading smart mobility infrastructure software solutions. These software
solutions include ClearGuide, ClearRoute, Commercial Vehicle Operations, BlueArgus, TrafficCarma and others as described below.
•
•
•
•
ClearGuide, which is provided on a software-as-a-service basis, is a state-of-the-art mobility intelligence and transportation performance measures
solution. It utilizes a wide range of data resources and analytical techniques to determine current and future traffic patterns to enable the effective
performance analysis and management of traffic infrastructure resources at various levels – highway, arterial (i.e., corridor), or intersection. At
times, we refer to intersection performance analytics as signal performance measurement ("SPM"). ClearGuide users can measure how a
transportation network is performing and identify potential areas of improvement. These applications are also capable of providing users with
predictive traffic analytics, and easy-to-use visualization and animation features based on historical traffic conditions.
ClearRoute delivers contextual, real-time, actionable mobility intelligence and traveler information services on a platform-as-a-service basis.
ClearRoute provides multimodal, multilingual, traveler information via mobile apps, websites, email and text alerts, and Interactive Voice
Response ("IVR"). The ClearRoute solution benefits from a powerful, flexible and streamlined infrastructure to help reduce congestion and
improve safety and mobility for transportation networks across the country, and facilitates frictionless interoperability, flexible provisioning, and
robust management of customer focused data.
Commercial vehicle operations and vehicle safety compliance applications, which are provided on a software-as-a-service basis include various
applications branded as ClearFleet, CVIEW-Plus, CheckPoint, UCRLink, and Inspect. Collectively, these software applications support state-
based commercial vehicles operations by storing and distributing intrastate and interstate commercial vehicle information for local, state, and
federal agency roadside and enforcement operations.
TrafficCarma, which is easily white labeled, is the first mobile application focused on the 120 million U.S. daily commuters and their journeys to
and from work, train stations, airports, sporting events and other destinations. TrafficCarma provides advice on known route choices, not turn-by-
turn navigation. It is personalized for peoples’ daily commutes and the roads they drive most. Verified crowdsourced content is combined with
road speed data, public agency reports, camera imaging and other metrics and delivers users information relevant to their commute and other
personal routes.
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• VantageLive! is a software-a-as-service solution that allows users to collect, process and analyze advanced intersection data for our Vantage
sensors, as well as to view and understand intersection activity
•
BlueARGUS is a software-as-a-service solution that collects, analyzes, and visualizes various information related to travel times, speeds, and
origin-destination from our BlueTOAD Spectra sensors and connected vehicle information from our BlueTOAD Spectra RSU sensors.
Mobility Data Sets
ClearData is the enhanced mobility data output of the Iteris ClearMobility Cloud, a suite of data integration and analytics engines that aggregates and
validates both proprietary and diversely sourced data inputs, including incidents, construction and connected vehicle GPS probes. Following processing and
quality assurance, ClearData reflects real-time road conditions and is delivered to public- and private-sector customers via subscription-based direct data
feeds or application programming interfaces (APIs), or through ClearGuide, our mobility intelligence and transportation performance measures software
solution. The complex, dynamic nature of roadway traffic cannot be explained by any single data source. ClearData resolves data conflicts through
proprietary algorithms and selective quality control from experienced traffic analysts.
Advanced Sensors
Iteris offers advanced intersection detection and other fixed traffic sensors that collectively comprise our two sensor families – Vantage and BlueTOAD.
Increasingly, we bundle communications systems and traffic data collection applications (e.g., VantageLive! and BlueARGUS) with our sensor products.
The Vantage family of sensors uses advanced image processing technology, radar technology and other techniques to observe multi-modal traffic (e.g.,
vehicle, bicycle, and pedestrian), translate these observations into structured data, and apply sophisticated, proprietary algorithms to this structured data to
optimize traffic signal performance in real-time. Certain Vantage sensors apply machine learning techniques for enhanced object classification. In addition
to detecting the presence of objects, our Vantage systems record vehicle count, speed and other traffic information used in traffic management systems.
Thus, our Vantage systems give traffic managers the tools to mitigate roadway congestion by visualizing and analyzing traffic patterns, allowing them to
modify traffic signal timing to improve traffic flow. Our various software components complement our Vantage detection systems by providing integrated
platforms to manage and view detection assets remotely over a network connection, as well as mobile application for viewing anywhere. The Vantage
family of sensors includes Vantage Apex, Vantage Fusion, Vantage Next, VantagePegasus, VantageRadius, Vantage Vector, Velocity, SmartCycle,
SmartCycle Bike Indicator, SmartSpan, VersiCam, PedTrax, and P-Series products.
• Vantage Fusion is a connected-vehicle (CV) focused detection product that tracks and reports vehicles and pedestrians in and around intersections.
This product helps the industry bridge the currently fledgling CV market to an eventually CV-dominant world by providing non-CV vehicle
locations (and details) to the CV network. This product is developed in partnership with Continental AG, a global automotive parts manufacturer
and leading CV equipment provider.
• Vantage Apex is the industry’s first full 1080p high-definition (HD) video and 4D/HD radar hybrid sensor with integrated artificial intelligence
(AI) algorithms. Vantage Apex provides precise and detailed detection, tracking and classification of traffic.
• Vantage Vector is a hybrid video and radar detection sensor with a wide range of capabilities, including stop bar and advanced zone detection,
which enable advanced safety and adaptive control applications.
•
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SmartCycle capability, which can effectively differentiate between bicycles and other vehicles with a single video detection camera, is available
with all of our Vantage systems. SmartCycle enables more efficient signalized intersections, improved traffic throughput and increased bicyclist
safety. Agencies using bicycle timing benefit from bicycle-specific virtual detection zones that can be placed anywhere within the approaching
traffic lanes, eliminating the need for separate bicycle-only detection systems.
SmartCycle Bike Indicator, which leverages the SmartCycle bicycle detection algorithm, is a device that mounts onto traffic signals and
illuminates when cyclists waiting at an intersection have been detected, allowing cyclists to avoid interacting with vehicle traffic to push pole-
mounted buttons.
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•
PedTrax capability, which is also available with all of our Vantage systems, provides bi-directional pedestrian counting and speed tracking within
the crosswalk to help improve signal timing efficiency, as well as providing an additional data stream to existing vehicle and bicycle counts.
• VersiCam, an integrated camera and processor video detection system, is a cost-efficient video detection system for smaller intersections that
require only a few detection points.
The BlueTOAD product family combines unique MAC Address capture with the latest Connected Vehicle technologies. The combination of these two
technologies provides customers with a market leading sensor along with a comprehensive data set that enables advanced analytics through our SaaS
offerings. The BlueTOAD family of sensors includes BlueTOAD Spectra and BlueTOAD Spectra RSU, both of which we bundle with a Cloud-based
software application branded as BlueARGUS.
•
•
BlueTOAD Spectra is a complete system for identifying the travel times of vehicles using advanced Bluetooth re-identification techniques. This
provides traffic flow information for vehicle travel as well as Origin-Destination information.
BlueTOAD Spectra RSU is a full-featured connected vehicle and travel time information system. In addition to travel times and vehicle speeds it
communicates vital safety and mobility information via both DSRC and C-V2X from infrastructure to vehicles and other users.
In select territories, the Company also sells certain complementary original equipment manufacturer ("OEM") products for the traffic intersection market,
which include, among other things, traffic signal controllers and traffic signal equipment cabinets.
We believe that future growth domestically and internationally for our Vantage family of products, will be dependent in part on the continued replacement
of adoption of traditional in-pavement loop technology with above-ground video and radar detection technologies to manage traffic.
Managed Services
Iteris Managed Services offer traffic management centers ("TMC") design, staffing, and operations services to public agencies, whether they need to create
a new TMC or migrate an existing TMC network to a virtual environment. Iteris partners with agencies to augment their internal capability and provide the
foundation and expertise required to successfully implement virtual TMCs to support goals such as capital or recurring cost savings, operation from any
location, and staff security and flexibility.
Additionally, Iteris’ cloud-enabled managed services combine software-as-a-service, smart sensors and consulting expertise to proactively address the
challenges of monitoring and maintaining intersections, arterials and highways along with their related in-field technology. These services include
congestion and asset management areas of focus, combining innovative traffic optimization with hardware inventory and maintenance.
With Iteris Managed Services, public transportation agencies, real estate developers, construction firms, and event operators can save time and money
while better keeping road users safe and ensuring that traffic flows efficiently.
Traffic Engineering and Mobility Consulting
Our traffic engineering and mobility consulting services include planning, design, development and implementation of software and hardware-based ITS
systems that integrate sensors, video surveillance, computers and advanced communications equipment to enable public agencies to monitor, control and
direct traffic flow, assist in the quick dispatch of emergency crews, and distribute real-time information about traffic conditions. Our services also include
planning, design, implementation, operation and management of surface transportation infrastructure systems. We perform analysis and study goods
movement, provide travel demand forecasting and systems engineering, and identify mitigation measures to reduce traffic congestion.
ClearMobility Platform
With the company’s introduction of the ClearMobility Platform, we aligned our entire portfolio of solutions under a common branding structure. We
believe this alignment will drive internal synergies, increase our cross-sell rate, enhance sales productivity, and increase market awareness of our entire
solutions portfolio. Additionally, we launched the ClearMobility Cloud that enables seamless interoperation among our solutions via a common mobility
data management engine, application
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programming interface ("API") framework, and microservices ecosystem that provides standardized data ingestion, cleansing, and analytics, as well as
authentication and policy-based security for each component of the ClearMobility Platform. ClearMobility Cloud is both horizontally scalable and third-
party extensible.
Because we are now aligning, harmonizing, and optimizing our portfolio of individual solutions to a common platform, the Company’s chief operating
decision maker (“CODM”) evaluates financial and operational performance holistically. As such, in fiscal 2022 we began reporting as a single operating
segment.
Market Conditions
Currently, over 90% of our revenue is attributable to public-sector customers. Therefore, most of our revenue is dependent upon state and local government
funding, and to a lesser extent federal governmental funding. In some cases, this funding is appropriated annually through the respective legislative process.
In other cases, various dedicated funding mechanisms exist to support transportation infrastructure and related projects, including, but not limited to
dedicated sales and gas tax measures, vehicle and permit fees, and other alternative dedicated funding sources. Additionally, some of our activities may be
funded through bond measures.
We believe that overall demand for our solutions will continue to be dependent at least in part on the federal and local government's use of funds, and as in
the past, our business may be, at times, adversely affected by governmental budgetary issues. Therefore, we were pleased that the Infrastructure Investment
and Jobs Act ("IIJA") became effective on November 15, 2021. The IIJA will contribute $1.2 trillion to fund physical infrastructure and public works,
adding $550 billion to existing levels of transportation-specific funding. With that funding pool, areas of direct relevant to Iteris include $110 billion for
roads, bridges and major projects, $39 billion for public transit, and $11 billion for transportation safety. However, delays in the allocation of funds may
prolong uncertainty regarding the allotment of transportation funds in federal, state and local budgets.
Sales and Marketing
We market and sell our software, mobility data, managed services, traffic engineering, and mobility consulting services to government agencies pursuant to
negotiated contracts that involve competitive bidding and specific qualification requirements. Most of our contracts are with federal, state and local
municipal customers, and generally provide for cancellation or renegotiation at the option of the customer upon reasonable notice and fees paid for
modification. We generally use selected members of our traffic engineering, mobility consulting, data science and product management teams on a regional
basis to serve in sales and business development functions. Our traffic engineering and mobility consulting service contracts generally involve long lead
times and require extensive specification development, evaluation and price negotiations.
We sell our Vantage and BlueTOAD product families along with their related software bundles through both direct and indirect sales channels. Where we
sell direct, we use a combination of our own sales personnel and outside sales organizations to sell, oversee installations, and support our products. Our
indirect sales channel comprises a network of independent distributors in the U.S. and select international locations, which sell integrated systems and
related products to the traffic management market. Our independent distributors are trained in and primarily responsible for the sales, installation, set-up
and support of our products. They maintain an inventory of demonstration traffic products from various manufacturers, who sell directly to government
agencies and installation contractors. These distributors often have long-term arrangements with local government agencies in their respective territories for
the supply of various products for the construction and renovation of traffic intersections, as they are generally well-known suppliers of various high-
quality ITS products to the traffic management market. We periodically hold technical training classes for our distributors and end-users, and we maintain a
full-time staff of customer support technicians throughout the U.S. to provide technical assistance when needed. When appropriate, we modify or make
changes to our distributor network to accommodate the needs of the market and our customer base.
With the acquisition of the TrafficCast Business on December 7, 2020, we now sell traffic and mobility data and software through a direct sales model to
commercial enterprises, such as media companies involved in providing real-time traffic data and traffic incident data to insurance companies, automotive
OEMs and the traveling public.
We have historically had a diverse customer base. For Fiscal 2022, fiscal year ended March 31, 2021 ("Fiscal 2021"), and fiscal year ended March 31, 2020
("Fiscal 2020"), no individual customer represented greater than 10% of our total revenues. As of March 31, 2022 and 2021, no individual customer
accounted for more than 10% of our total trade accounts receivable.
Manufacturing and Materials
We use contract manufacturers to build subassemblies that are used in our products. Additionally, we procure certain components for our products from
qualified suppliers, both in the U.S. and internationally, and generally use multi-sourcing
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strategies when technically and economically feasible to mitigate supply risk. These subassemblies and components are typically delivered to our Santa
Ana, California facility where they go through final assembly and testing prior to shipment to our customers. Our key suppliers include Veris
Manufacturing and MoboTrex, Inc. Our assembly and test activities are conducted in approximately 9,000 square feet of space at our Santa Ana, California
facility. Production volume at our subcontractors is based upon bi-annual forecasts that we generally adjust on a monthly basis to control inventory levels.
Typically, we do not manufacture any of the hardware used in the transportation management and traveler information systems that we design and
implement. Our production facility maintains a Quality Management System that is currently certified as conforming to all requirements of the
International Organization for Standardization ("ISO") 9001:2015 international standard.
Customer Support and Services
We provide warranty service and support for our products, as well as follow-up service and support for which we charge separately. Such service revenue
was not a material portion of our total revenues for Fiscal 2022, Fiscal 2021 and Fiscal 2020. We believe customer support is a key competitive factor for
our Company.
Backlog
Our total backlog of unfulfilled firm orders was approximately $99.9 million at March 31, 2022. We expect to recognize revenue of approximately 75% of
our backlog as of the end of a fiscal year in the subsequent fiscal year. At March 31, 2021, we had backlog of approximately $78.1 million. The increase in
backlog in the current fiscal year was generally attributable to overall strong demand for our products and services, as well as the timing of the receipt of
some large contracts.
Backlog is an operational measure representing future unearned revenue amounts believed to be firm and earned under existing agreements. Backlog is not
included in deferred revenue on our consolidated balance sheets. Backlog does not include contract awards for which definitive contracts have not been
executed. We believe backlog is a useful metric for investors, given its relevance to total orders.
The timing and realization of our backlog is subject to the inherent uncertainties of doing business with federal, state and local governments, particularly in
view of budgetary constraints, cut-backs and other delays or reallocations of funding that these entities typically face. In addition, pursuant to the
customary terms of our agreements with government contractors and other customers, our customers can generally cancel or reschedule orders with little or
no penalties. Lead times for the release of purchase orders often depend upon the scheduling and forecasting practices of our individual customers, which
also can affect the timing of the conversion of our backlog into revenues. For these reasons, among others, our backlog at a particular date may not be
indicative of our future revenues.
Product Development
Our product development activities are mostly conducted at our facility in Santa Ana, California, as well as our facilities in Madison, Wisconsin and
Oakland, California. Our research and development costs and expenses were approximately $7.4 million for Fiscal 2022, $5.1 million for Fiscal 2021, and
$4.3 million for Fiscal 2020. We expect to continue to pursue various product development programs and incur research and development expenditures for
the Company in future periods.
We believe our engineering and product development capabilities are a competitive strength. We strive to continuously develop new products, technologies,
features and functionalities to meet the needs of our ever-changing markets, as well as to enhance, improve upon, and refine our existing product lines. We
plan to continue to invest in the development of further enhancement and functionality of our ClearMobility Platform.
Competition
Generally, we face significant competition in each of our target markets. Increased competition may result in price reductions, reduced gross margins and
loss of market share, any of which could have a material adverse effect on our business, financial condition and results of operations.
The markets in which we operate are highly fragmented and subject to evolving national and regional quality, operations and safety standards. Our
competitors vary in number, scope and breadth of the products and services they offer. Our competitors in the managed services and consulting business
lines include a mix of local, regional and international engineering services firms. Our competitors in the software business line (e.g., performance
measurement and management, advanced traveler information systems, and our commercial vehicle operations and vehicle safety compliance platforms)
include university affiliated software organizations and, venture backed software companies, as well as other multi-disciplinary hardware and software
corporations.
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In the market for our products, we compete with manufacturers and distributors of other above-ground video camera and radar detection systems and
manufacturers and distributors of other non-intrusive detection devices (e.g., microwave, infrared, radar, ultrasonic and magnetic detectors), as well as
manufacturers and installers of in-pavement inductive loop products, which have historically been, and currently continue to be, the predominant vehicle
detection system in this market. Additionally, products such as BlueTOAD and VantagePegasus compete against various competitors in the travel-time and
data communications markets, respectively.
In general, the markets for the products and services we offer are highly competitive and are characterized by rapidly changing technology and evolving
standards. Many of our current and prospective competitors have longer operating histories, greater name recognition, access to larger customer bases, and
significantly greater financial, technical, manufacturing, distribution and marketing resources than we do. As a result, they may be able to adapt more
quickly to new or emerging standards or technologies, or to devote greater resources to the promotion and sale of their products. It is also possible that new
competitors or alliances among competitors could emerge and rapidly acquire significant market share. We believe that our ability to compete effectively in
our target markets will depend on a number of factors, including the success and timing of our new product development, the compatibility of our products
with a broad range of computing systems, product quality and performance, reliability, functionality, price and service, and technical support. Our failure to
provide services and develop and market products that compete successfully with those of other suppliers and consultants in our target markets would have
a material adverse effect on our business, financial condition and results of operations.
Intellectual Property and Proprietary Rights
Our ability to compete effectively depends in part on our ability to develop and maintain the proprietary aspects of our technology. Our policy is to obtain
appropriate proprietary rights protection for any potentially significant new technology acquired or developed by us. We currently have a total of 30 issued
U.S. patents, including: (i) 17 relating to our advanced sensor technologies, (ii) 7 relating to our engineering and consulting services technologies and (iii) 6
related to our purchase of the TrafficCast Business. We had a total of 2 pending patent applications in the U.S. We currently have 5 issued foreign patents
and 2 foreign patent applications related to our purchase of the TrafficCast Business. The expiration dates of our patents range from 2026 to 2040. We
intend to pursue additional patent protection to the extent we believe it would be beneficial and cost-effective.
In addition to patent laws, we rely on copyright and trade secret laws to protect our proprietary rights. We attempt to protect our trade secrets and other
proprietary information through agreements with customers and suppliers, proprietary information agreements with our employees and consultants, and
other similar measures. We do not have any material licenses or trademarks other than those relating to product names. We cannot be certain that we will be
successful in protecting our proprietary rights. While we believe our patents, patent applications, software and other proprietary know-how have value,
rapidly evolving technology makes our future success dependent largely upon our ability to successfully achieve continuing innovation.
Litigation may be necessary in the future to enforce our proprietary rights, to determine the validity and scope of the proprietary rights of others, or to
defend us against claims of infringement or invalidity by others. An adverse outcome in such litigation or similar proceedings could subject us to
significant liabilities to third parties, require disputed rights to be licensed from others or require us to cease marketing or using certain products, any of
which could have a material adverse effect on our business, financial condition and results of operations. In addition, the cost of addressing any intellectual
property litigation claim, both in legal fees and expenses, as well as from the diversion of management's resources, regardless of whether the claim is valid,
could be significant and could have a material adverse effect on our business, financial condition and results of operations.
Employees
As of March 31, 2022, we employed 428 full-time employees and 16 part-time employees, for a total of 444 employees. None of our employees are
represented by a labor union, and we have never experienced a work stoppage. We believe our relations with our employees are good.
Government Regulation
Our manufacturing operations are subject to various federal, state and local laws and regulations, including those restricting the discharge of materials into
the environment. We are not involved in any pending or, to our knowledge, threatened governmental proceedings, which would require curtailment of our
operations because of such laws and regulations. We continue to expend funds in connection with our compliance with applicable environmental
regulations. These expenditures have not, however, been significant in the past, and we do not expect any significant expenditure in the near future.
Currently,
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compliance with foreign laws has not had a material impact on our business; however, as we expand internationally, foreign laws and regulations could
have a material impact on our business in the future.
ITEM 1A. RISK FACTORS
Our business is subject to a number of risks, some of which are discussed below. Other risks are presented elsewhere in this report and in the information
incorporated by reference into this report. You should consider the following risks carefully in addition to the other information contained in this report and
our other filings with the SEC, including our subsequent reports on Forms 10-Q and 8-K, before deciding to buy, sell or hold our common stock. The risks
and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also affect our business operations. If any of these risks actually occurs, our business, financial condition, or results of
operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.
Risk Related to Our Business
Because we depend on government contracts and subcontracts, we face additional risks related to contracting with federal, state and local governments,
including budgetary issues and fixed price contracts, that could adversely impact our future revenues and profitability.
A significant portion of our revenues is derived from contracts with governmental agencies, either as a general contractor, subcontractor or supplier. We
anticipate that revenue from government contracts will continue to remain a significant portion of our revenues. Government business is, in general, subject
to special risks and challenges, including:
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delays in funding and uncertainty regarding the allocation of funds to state and local agencies from the U.S. federal government, and delays or
reductions in other state and local funding dedicated for transportation and ITS projects;
other government budgetary constraints, cut-backs, delays or reallocation of government funding, including without limitation, changes in the
administration and repeal of government purchasing programs;
long purchase cycles or approval processes;
competitive bidding and qualification requirements, as well as our ability to replace large contracts once they have been completed;
changes in government policies and political agendas;
maintenance of relationships with key government entities from whom a substantial portion of our revenue is derived;
milestone deliverable requirements and liquidated damage and/or contract termination provisions for failure to meet contract milestone
requirements;
performance bond requirements;
adverse weather conditions or other natural or medical disasters or developments, such as, the novel coronavirus COVID-19, and evacuations
and flooding due to hurricanes, can result in our inability to perform work in affected areas; and
international relations and international conflicts or other military operations that could cause the temporary or permanent diversion of
government funding from transportation or other infrastructure projects.
Governmental budgets and plans are subject to change without warning. Certain risks of selling to governmental entities include dependence on
appropriations and administrative allocation of funds, changes in governmental procurement legislation and regulations and other policies that may reflect
political developments or agendas, significant changes in contract scheduling, intense competition for government business and termination of purchase
decisions for the convenience of the governmental entity. Substantial delays in purchase decisions by governmental entities, and the current constraints on
government budgets at the federal, state and local level, and the ongoing uncertainty as to the timing and accessibility to government funding could cause
our revenues and income to drop substantially or to fluctuate significantly between fiscal periods.
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In addition, a number of our government contracts are fixed price contracts. As a result, we may not be able to recover any cost overruns we may incur.
These fixed price contracts require us to estimate the total project cost based on preliminary projections of the project's requirements. The financial viability
of any given project depends in large part on our ability to estimate these costs accurately and complete the project on a timely basis. In the event our costs
on these projects exceed the fixed contractual amount, we will be required to bear the excess costs. Such additional costs could adversely affect our
financial condition and results of operations. Moreover, certain of our government contracts are subject to termination or renegotiation at the convenience
of the government, which could result in a large decline in our revenues in any given period. Our inability to address any of the foregoing concerns or the
loss or renegotiation of any material government contract could seriously harm our business, financial condition and results of operations.
Our profitability could be adversely affected if we are not able to maintain adequate utilization of our engineering and consulting workforce.
The cost of providing our engineering and mobility consulting services, including the extent to which we utilize our workforce, affects our profitability.
The rate at which we utilize our workforce is affected by a number of factors, including:
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our ability to transition employees from completed projects to new assignments and to hire and assimilate new employees;
our ability to forecast demand for our services and thereby maintain an appropriate headcount in our various regions;
the timing of new contract awards, the commencement of work under an awarded contract or the completion of large contracts;
the availability of project funding or other project budget issues;
our need to devote time and resources to training, business development, professional development and other non-chargeable activities; and
our ability to match the skill sets of our employees to the needs of the marketplace.
An inability to properly and fully utilize our engineering and consulting workforce would reduce our profitability and could have an adverse effect on our
results of operations.
Our management information systems and databases have been and could in the future be disrupted by data protection breaches, system security
failures, cyber threats or by the failure of, or lack of access to, our internal operations, such as our enterprise resource planning ("ERP") system, or
services provided to our customers. These disruptions could negatively impact our sales, increase our expenses, significantly harm our reputation
and/or adversely affect our stock price.
Experienced users and computer programmers may be able to penetrate, or "hack", our network security and create system disruptions, cause shutdowns
and compromise or misappropriate our confidential information or that of our employees and third parties. Computer programmers and hackers also may be
able to develop and deploy viruses, worms, and other malicious software programs that attack our internal network, any of our systems, service offerings or
otherwise exploit any security vulnerabilities of our network, systems or service offerings. In addition, sophisticated services, hardware and operating
system software and applications that we procure from third parties may contain defects in design or manufacture, including "bugs" and other problems that
could unexpectedly interfere with the operation of a system. We could incur expenses addressing problems created by cyber or other security problems,
bugs, viruses, worms malicious software programs and security vulnerabilities, and our efforts to address these problems may not be successful. We must,
and do, take precautions to secure customer information and prevent unauthorized access to our databases and systems containing confidential information.
Any data security event, such as a breach, data loss or information security lapses, whether resulting in the compromise of personal information or the
improper use or disclosure of confidential, sensitive or classified information, could result in interruptions, cessation of service(s), claims, remediation
costs, regulatory sanctions against us, loss of current and future contracts, adverse effects to results of operations and financial condition, serious harm to
our reputation and/or adverse effects to our stock price. We operate our ERP system on a SaaS platform, and we use this system for reporting, planning,
sales, audit, inventory control, loss prevention, purchase order management and business intelligence. Accordingly, we depend on this system, and the
third-party provider of this service, for a number of aspects of our operations. If this service provider or this system fails, or if we are unable to continue to
have access to this system on commercially reasonable terms, or at all, operations would be severely disrupted until an equivalent system could be
identified, licensed or developed, and integrated into our operations. This disruption would have a material adverse effect on our business. We carry
insurance, including cyber insurance, commensurate
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with our size and the nature of our operations, although there is no certainty that such insurance will in all cases be sufficient to fully reimburse us for all
losses incurred in connection with the occurrence of any of these system security risks, data protection breaches, cyber-attacks or other events.
If unauthorized access is obtained to our customer's personal and/or proprietary data in connection with our web-based and mobile application
solutions and services, we may suffer various negative impacts, including a loss of customer and market confidence, loss of customer loyalty, and
significant liability to our customers and to individuals or businesses whose information was being stored.
Protecting data of our customers is critical to our business, and if there is unauthorized access, we may incur significant costs or liabilities. In addition, we
are required to comply with government contracting requirements and make investments in our systems to protect that data. If we are unable to do so, our
customers may lose confidence in us, which would harm our sales, and we may incur significant expenses or liabilities.
The coronavirus pandemic could have an adverse effect on our business.
The COVID-19 Pandemic has materially adversely impacted global economic conditions. More than 24 months into the Pandemic, COVID-19 continues to
have an unprecedented impact on the global. Though there has been a trend in increasing availability of COVID-19 vaccines, as well as an easing of
restrictions on social, business, travel and government activities and functions, infection rates continue to fluctuate and federal, state and local government
regulations continue to rapidly change. The uncertainties caused by the Pandemic include, but are not limited to, supply chain disruptions, workplace
dislocations, economic contraction, and downward pressure on some customer budgets and customer sentiment in general. We have not had any facility
closures due to the Pandemic, but we have experienced supply chain and work delays on certain projects. Should such delays become protracted or worsen
or should longer-term budgets or priorities of our clients be impacted, the Pandemic could negatively affect our business, results of operations and financial
condition. The extent of the impact of the Pandemic on our business and financial results, and volatility of our stock price will depend largely on future
developments, including the duration of the Pandemic, new and potential more contagious variants, such as the Delta and Omicron variants, the impact on
capital and financial markets, the distribution, rate of adoption and efficacy of vaccines, and the related impact on the financial circumstances of our
customers and suppliers, all of which are highly uncertain and cannot be predicted. This situation is changing continuously and can be rapid, and additional
impacts may arise that we are not aware of currently.
Our products require specialized parts which have become more difficult to source. In some cases, we have had to purchase such parts from third-party
brokers at substantially higher prices. Additionally, to mitigate for component shortages, we have begun to increase inventory levels and may continue to
do so for an extended period. In the event demand doesn’t materialize, we may need to hold excess inventory for several quarters. Alternatively, we may be
unable to source sufficient components, even from third-party brokers, to meet customer demand, resulting in high levels of unshippable backlog. We have
placed non-cancellable inventory orders for certain products in advance of our normal lead times to secure normal and incremental future supply and
capacity and may need to continue to do so in the future. Still, we may remain supply-constrained beyond the fiscal year ended March 31, 2022 ("Fiscal
2022").
The Company cannot predict the duration or direction of current trends or their sustained impact. The Company will continue to assess the effect on its
operations by monitoring the spread of the Pandemic and the actions implemented to combat the virus throughout the world and its assessment of the
impact of the Pandemic may change. In particular, there is significant uncertainty about the duration and extent of the impact of the Pandemic and its
resulting impact on global economic conditions. If economic conditions caused by the Pandemic do not recover as currently estimated by management, the
Company’s financial condition, cash flows and results of operations may be materially impacted.
Acquisitions of companies or technologies, including our acquisition of TrafficCast, may require us to undertake significant capital infusions and
could result in disruptions of our business and diversion of resources and management attention.
We completed the acquisition of TrafficCast in December 2020 and we plan to continue to explore acquiring additional complementary businesses,
products, services, and technologies. Acquisitions may require significant capital infusions and, in general, acquisitions also involve a number of special
risks, including:
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potential disruption of our ongoing business and the diversion of our resources and management's attention;
the failure to retain or integrate key acquired personnel;
the challenge of assimilating diverse business cultures, and the difficulties in integrating the operations, technologies and information system
of the acquired companies;
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increased costs to improve managerial, operational, financial and administrative systems and to eliminate duplicative services;
the incurrence of unforeseen obligations or liabilities;
potential impairment of relationships with employees or customers as a result of changes in management; and
increased interest expense and amortization of acquired intangible assets, as well as unanticipated accounting charges.
Our competitors are also soliciting potential acquisition candidates, which could both increase the price of any acquisition targets and decrease the number
of attractive companies available for acquisition. Acquisitions may also materially and adversely affect our operating results due to large write-offs,
contingent liabilities, substantial depreciation, deferred compensation charges or intangible asset amortization, or other adverse tax or accounting
consequences. We cannot assure you that we will be able to identify or consummate any additional acquisitions, successfully integrate any acquisitions or
realize the benefits and opportunities anticipated from any acquisition.
Acquisitions, investments and divestitures could result in operating difficulties, dilution, and other consequences that may adversely affect our business
and results of operations.
Acquisitions, investments and divestitures are important elements of our overall corporate strategy and use of capital, and these transactions could be
material to our financial condition and results of operations. We expect to continue to evaluate and enter into discussions regarding potential strategic
transactions. These strategic transactions could create unforeseen operating difficulties and expenditures. We face risks that include, among other things:
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the strategic benefits and opportunities from any planned or completed acquisition or divestiture by the Company may not be realized or may
take longer to realize than expected;
strategic benefits and opportunities related to past and ongoing restructuring actions may not be realized or may take longer to realize than
expected;
our ability to realize the expected financial benefits of an acquisition, divestiture or other strategic transaction;
cost reductions may not occur as expected;
management time and focus may be diverted from operating our business to challenges related to acquisitions and other strategic transactions;
cultural challenges may arise associated with integrating employees from the acquired company into our organization, and retention of
employees from the businesses we acquire; and
we may fail to successfully further develop the acquired business or technology.
Our failure to address the risks and other issues in connection with our past or future acquisitions and other strategic transactions could cause us to fail to
realize their anticipated benefits and opportunities, including unanticipated liabilities, increased costs, and harm our business generally.
We participate in the software development market, which may be subject to various technical and commercial challenges.
We have only been in the business of software development for a few years and have in the past and may in the future experience development and
technical challenges. Our business and results of operations could also be seriously harmed by any significant delays in our software development
activities. Despite testing and quality control, we cannot be certain that errors will not be found in our software after its release. Any faults or errors in our
existing products or in any new products may cause delays in product introduction and shipments, require design modifications, or harm customer
relationships or our reputation, any of which could adversely affect our business and competitive position. In addition, software companies are subject to
litigation concerning intellectual property disputes, which could be costly and distract our management. Due to delays in the completion of a software
development contract with a customer, the Company recorded an estimated loss on the contract during the year ended March 31, 2022. The estimates and
assumptions used in these assessments were based upon management's judgment and may be subject to change as new events occur and additional
information is obtained. In particular, there remains uncertainty with regards to the additional costs required to fulfill the Company's obligations with
regards to the
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contract. If the future estimated costs to fulfill this contract exceed current estimates, the Company's financial condition, cash flows, and results of
operations may be materially impacted.
If we do not keep pace with rapid technological changes and evolving industry standards, we will not be able to remain competitive, and the demand for
our products will likely decline.
Our markets are in general characterized by the following factors:
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rapid technological advances;
downward price pressures in our target markets as technologies mature;
changes in customer requirements;
additional qualification requirements related to new products or components;
frequent new product introductions and enhancements;
obsolescence of certain parts and components from time to time that may require re-engineering of certain portions of our product;
inventory issues related to transition to new or enhanced models; and
evolving industry standards and changes in the regulatory environment.
Our future success will depend upon our ability to anticipate and adapt to changes in technology and industry standards, and to effectively develop,
introduce, market and gain broad acceptance of new products and product enhancements incorporating the latest technological advancements.
If we are unable to develop and introduce new products and product enhancements in a cost-effective and timely manner, or are unable to achieve
market acceptance of our new products, our operating results would be adversely affected.
We believe our revenue growth and future operating results will depend on our ability to complete development of new products and enhancements,
introduce these products in a timely, cost-effective manner, achieve broad market acceptance of these products and enhancements, and reduce our
production costs. During the past few fiscal years, we have introduced, and will continue to introduce this fiscal year, both new and enhanced products. We
cannot guarantee the success of these products, and we may not be able to introduce any new products or any enhancements to our existing products on a
timely basis, or at all. In addition, the introduction of any new products could adversely affect the sales of certain of our existing products.
We believe that we must continue to make substantial investments to support ongoing research and development in order to develop new or enhanced
products and software to remain competitive. We need to continue to prepare updates for existing products and develop and introduce new products that
incorporate the latest technological advancements in outdoor image processing hardware, camera technologies, software and analysis in response to
evolving customer requirements. In addition, we are beginning to migrate some of our products to a new platform. We cannot assure you that we will be
able to adequately manage product transition issues. Our business and results of operations could be adversely affected if we do not anticipate or respond
adequately to technological developments or changing customer requirements or if we cannot adequately manage inventory issues typically related to new
product transitions and introductions. We cannot assure you that any such investments in research and development will lead to any corresponding increase
in revenue.
We may need to raise additional capital in the future, which may not be available on terms acceptable to us, or at all.
We have historically experienced volatility in our earnings and cash flows from operations from year to year. Should the credit markets further tighten or
our business decline, we may need or choose to raise additional capital to fund our operations, to repay indebtedness, pursue acquisitions or expand our
operations. Such additional capital may be raised through bank borrowings, or other debt or equity financings. We cannot assure you that any additional
capital will be available on a timely basis, on acceptable terms, or at all, and such additional financing may result in further dilution to our stockholders.
Our capital requirements will depend on many factors, including, but not limited to:
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our ability to control costs and achieve profitability;
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the supply of key components for our products;
our ability to increase revenue and net income;
increased research and development expenses and sales and marketing expenses;
our need to respond to technological advancements and our competitors' introductions of new products or technologies;
capital improvements to new and existing facilities and enhancements to our infrastructure and systems;
any acquisitions of businesses, technologies, product lines, or possible strategic transactions or dispositions;
our relationships with customers and suppliers;
government budgets, political agendas and other funding issues, including potential delays in government contract awards or commencement
of work for a project;
our ability to successfully negotiate credit arrangements with our bank and the state of the financial markets in general; and
general economic conditions, including the effects of the economic slowdowns and international conflicts.
If our capital requirements are materially different from those currently planned, we may need additional capital sooner than anticipated. If additional funds
are raised through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced and such securities
may have rights, preferences and privileges senior to our common stock. Additional equity or debt financing may not be available on favorable terms, on a
timely basis, or at all. If adequate funds are not available or are not available on acceptable terms when needed, we may be unable to continue our
operations as planned, develop or enhance our products, expand our sales and marketing programs, take advantage of future opportunities or respond to
competitive pressures.
The markets in which we operate are highly competitive with many companies more established than we are.
Our competitors tend to vary across the various product categories in which we participate.
The engineering and consulting market is highly fragmented and is subject to evolving national and regional quality and safety standards. Our competitors
vary in size, number, scope and breadth of the products and services they offer, and include large multi-national engineering firms and smaller local or
regional firms.
Our sensors line of business competes with existing, well-established companies and technologies, both domestically and abroad. Only a portion of the
traffic intersection market has adopted advanced above-ground detection technologies, and our future success will depend in part upon gaining broader
market acceptance for such technologies. Certain technological barriers to entry make it difficult for new competitors to enter the market with competing
video or other technologies; however, we are aware of new market entrants from time to time. Increased competition could result in loss of market share,
price reductions and reduced gross margins, any of which could seriously harm our business, financial condition and results of operations.
Many of our competitors have far greater name recognition and greater financial, technological, marketing and customer service resources than we do. This
may allow our competitors to respond more quickly to new or emerging technologies and changes in customer requirements. It may also allow them to
devote greater resources to the development, promotion, sale and support of their products and services than we can. Consolidations of end users,
distributors and manufacturers in our target markets exacerbate this problem. As a result of the foregoing factors, we may not be able to compete
effectively in our target markets and competitive pressures could adversely affect our business, financial condition and results of operations.
Our failure to successfully secure new contracts and renew existing contracts could reduce our revenues and profitability.
Our business depends on our ability to successfully bid on new contracts and renew existing contracts with private and public sector customers. We
continually bid on new contracts and negotiate contract renewals on expiring contracts. Contract proposals and negotiations are complex and frequently
involve a lengthy bidding and selection process, which are affected by a number of factors, such as market conditions, financing arrangements and required
governmental approvals. As a condition to contract award, customers require us to provide a surety bond or letter of credit to protect the client should we
fail to perform
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under the terms of the contract. Government entities are also taking more time between contract award and approval to commence work under the contract,
which delays our ability to recognize revenues under the contract. If negative market conditions materialize, or if we fail to secure adequate financing
arrangements or the required governmental approval or fail to meet other required conditions, we may not be able to pursue, obtain or perform particular
projects, which could reduce or eliminate our profitability.
We may be unable to attract and retain key personnel, including senior management, which could seriously harm our business.
Due to the specialized nature of our business and the current tight labor market, we are highly dependent on the continued service of our executive officers
and other key management, engineering and technical personnel. We believe that our success will depend on the continued employment of a highly
qualified and experienced senior management team to retain existing business and generate new business. The loss of any of our officers, or any of our
other executives or key members of management could adversely affect our business, financial condition, or results of operations (e.g., loss of customers or
loss of new business opportunities). Our success will also depend in large part upon our ability to continue to attract, retain and motivate qualified
engineering and other highly skilled technical personnel. Particularly in highly specialized areas, it has become more difficult to retain employees and meet
all of our needs for employees in a timely manner, which may adversely affect our growth in the current fiscal year and in future years. This situation is
exacerbated by pressure from agency customers to contain our costs, while salaries for most employees are on the rise. Although we intend to continue to
devote significant resources to recruit, train and retain qualified skilled personnel, we may not be able to attract and retain such employees, which could
impair our ability to perform our contractual obligations, meet our customers' needs, win new business, and adversely affect our future results. Likewise,
the future success of our consulting services will depend on our ability to hire additional qualified engineers, planners and technical personnel. Competition
for qualified employees, particularly development engineers and software developers, is intense and has become more so in recent months. We may not be
able to continue to attract and retain sufficient numbers of such highly skilled employees. Our inability to attract and retain additional key employees or the
loss of one or more of our current key employees could adversely affect our business, financial condition and results of operations.
The ongoing military action between Russia and Ukraine could adversely affect our business, financial condition and results of operations.
On February 24, 2022, Russian military forces launched a military action in Ukraine and sustained conflict and disruption in the region is likely. Although
the length, impact and outcome of the ongoing military action in Ukraine is highly unpredictable, this conflict could lead to significant market and other
disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions,
political and social instability, changes in government agency budgets and funding preferences as well as increase in cyberattacks and cyber and corporate
espionage. To date we have not experienced any material interruptions in our infrastructure, supplies, technology systems or networks needed to support
our operations. We are actively monitoring the situation in Ukraine and assessing its impact on our business. The extent and duration of the military action
and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown
period of time. Any such disruptions may also magnify the impact of other risks described in this Annual Report on Form 10-K.
Legal and Regulatory Risks
We may not be able to adequately protect or enforce our intellectual property rights, which could harm our competitive position.
If we are not able to adequately protect or enforce the proprietary aspects of our technology, competitors may be able to access our proprietary technology
and our business, financial condition and results of operations will likely be seriously harmed. We currently attempt to protect our technology through a
combination of patent, copyright, trademark and trade secret laws, employee and third-party nondisclosure agreements and similar means. Despite our
efforts, other parties may attempt to disclose, obtain or use our technologies or systems. Our competitors may also be able to independently develop
products that are substantially equivalent or superior to our products or design around our patents. In addition, the laws of some foreign countries do not
protect our proprietary rights as fully as do the laws of the U.S. As a result, we may not be able to protect our proprietary rights adequately in the U.S. or
internationally.
Litigation may be necessary in the future to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others.
Litigation may also be necessary to defend against claims of infringement or invalidity by others. We have in the past, currently, and may in the future, be
subject to litigation regarding our intellectual property rights. An adverse outcome in litigation or any similar proceedings could subject us to significant
liabilities to third parties, require us
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to license disputed rights from others or require us to cease marketing or using certain products or technologies. We may not be able to obtain any licenses
on terms acceptable to us, or at all. We also may have to indemnify certain customers or strategic partners if it is determined that we have infringed upon or
misappropriated another party's intellectual property. Our continued expansion into software development activities may subject us to increased possibility
of litigation. Any of the foregoing could adversely affect our business, financial condition and results of operations. In addition, the cost of addressing any
intellectual property litigation claim, including legal fees and expenses, and the diversion of management's attention and resources, regardless of whether
the claim is valid, could be significant and could seriously harm our business, financial condition and results of operations.
We may continue to be subject to traffic-related litigation.
The traffic industry in general is subject to frequent litigation claims due to the nature of personal injuries that can result from traffic accidents. As a
provider of traffic engineering services, products and solutions, we are, and could from time to time in the future continue to be, subject to litigation for
traffic related accidents, even if our products or services did not cause the particular accident. While we generally carry insurance against these types of
claims, some claims may not be covered by insurance or the damages resulting from such litigation could exceed our insurance coverage limits. In the
event that we are required to pay significant damages as a result of one or more lawsuits that are not covered by insurance or exceed our coverage limits, it
could materially harm our business, financial condition or cash flows. Even defending against unsuccessful claims could cause us to incur significant
expenses and result in a diversion of management's attention.
Financial and Market Risks
We may not be able to consistently achieve profitability on a quarterly or annual basis in the future.
We had a GAAP net loss of approximately $7.1 million in Fiscal 2022, which includes $0.2 million of net loss from discontinued operations, and net
income of $10.1 million in Fiscal 2021 and net loss of $5.6 million in Fiscal 2020, and we cannot assure you that we will be profitable in the future. Our
ability to operate at a profit in future periods could be impacted by governmental budgetary constraints, government and political agendas, economic
instability, supply chain constraints and other items that are not in our control. Furthermore, we rely on operating profits to fund investments in sales and
marketing and research and development initiatives. We cannot assure you that our financial performance will sustain a sufficient level to completely
support those investments. Most of our expenses are fixed in advance. As such, we generally are unable to reduce our expenses significantly in the short-
term to compensate for any unexpected delay or decrease in anticipated revenues or increases in planned investments.
If we experience declining or flat revenues and we fail to manage such declines effectively, we may be unable to execute our business plan and may
experience future weaknesses in our operating results.
Based on our business objectives, and in order to achieve future growth, we will need to continue to add additional qualified personnel, and invest in
additional research and development and sales and marketing activities, which could lead to increases in our expenses and future declines in our operating
results. In addition, our past expansion has placed, and future expansion is expected to place, a significant strain on our managerial, administrative,
operational, financial and other resources. If we are unable to manage these activities or any revenue declines successfully, our growth, our business, our
financial condition and our results of operations could continue to be adversely affected.
Our use of estimates in conjunction with the input method of measuring progress to completion of performance obligations for our engineering and
consulting services revenues could result in a reduction or reversal of previously recorded revenues and profits.
A portion of our engineering and consulting services revenues are measured and recognized over time using the input method of measuring progress to
completion. Our use of this accounting method results in recognition of revenues and profits proportionally over the life of a contract, based generally on
the proportion of costs incurred to date to total costs expected to be incurred for the entire project. The effects of revisions to revenues and estimated costs
are recorded when the amounts are known or can be reasonably estimated. Such revisions could occur in any period and their effects could be material.
Although we have historically made reasonably reliable estimates of the progress towards completion of long-term engineering, program management,
construction management or construction contracts, the uncertainties inherent in the estimating process make it possible for actual costs to vary materially
from estimates, including reductions or reversals of previously recorded revenues and profits.
Declines in the value of securities held in our investment portfolio can affect us negatively.
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As of March 31, 2022, we had no securities available for sale within our investment portfolio. The value of our investment portfolio has fluctuated as a
result of market volatility and economic or financial market conditions. Declines in the value of securities held in our investment portfolio negatively
impact our levels of capital and liquidity. Further, to the extent that we experience unrealized losses in our portfolio of investment securities from declines
in securities values that management determines to be other than temporary, the book value of those securities will be adjusted to their estimated recovery
value and we will recognize a charge to earnings in the quarter during which we make that determination. Although we have policies and procedures in
place to assess and mitigate potential impacts of market risks, those policies and procedures are inherently limited because they cannot anticipate the
existence or future development of currently unanticipated or unknown risks. Accordingly, we could suffer adverse effects as a result of our failure to
anticipate and manage these risks properly.
If our internal controls over financial reporting do not comply with the requirements of the Sarbanes-Oxley Act, our business and stock price could be
adversely affected.
Section 404 of the Sarbanes-Oxley Act of 2002 currently requires us to evaluate the effectiveness of our internal controls over financial reporting at the end
of each fiscal year and to include a management report assessing the effectiveness of our internal controls over financial reporting in all annual reports. We
are required to obtain our auditors' attestation pursuant to Section 404(b) of the Sarbanes-Oxley Act. Going forward, we may not be able to complete the
work required for such attestation on a timely basis and, even if we timely complete such requirements, our independent registered public accounting firm
may still conclude that our internal controls over financial reporting are not effective.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will
be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within Iteris have been or will be detected. These inherent limitations include the realities that technology, decision-
making and other processes can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is
based in part on certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated
goals under all potential future conditions. Over time, our controls may become inadequate because of changes in conditions or deterioration in the degree
of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may
occur and not be detected. If we are not able to maintain effective internal controls over financial reporting, we may lose the confidence of investors and
analysts and our stock price could decline.
Our quarterly operating results fluctuate as a result of many factors. Therefore, we may fail to meet or exceed the expectations of securities analysts
and investors, which could cause our stock price to decline.
Our quarterly revenues and operating results have fluctuated and are likely to continue to vary from quarter to quarter due to a number of factors, many of
which are not within our control. Factors that could affect our revenues and operating results include, among others, the following:
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the Pandemic, which may have a continuing impact on our future operating results;
delays in government contracts and funding from time to time and budgetary constraints at the federal, state and local levels;
our ability to access stimulus funding, funding from the federal highway bill or other government funding;
declines in new home and commercial real estate construction and related road and other infrastructure construction;
changes in our pricing policies and the pricing policies of our suppliers and competitors, pricing concessions on volume sales, as well as
increased price competition in general;
the long lead times associated with government contracts;
the size, timing, rescheduling or cancellation of significant customer orders;
our ability to control costs, including costs associated with strategic alternatives;
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the mix of our products and services sold in a quarter, which has varied and is expected to continue to vary from time to time;
our ability to develop, introduce, patent, market and gain market acceptance of new products, applications and product enhancements in a
timely manner, or at all;
market acceptance of the products incorporating our technologies and products;
the introduction of new products by competitors;
the availability and cost of components used in the manufacture of our products;
our success in expanding and implementing our sales and marketing programs;
the effects of technological changes in our target markets;
the amount of our backlog at any given time;
timing of backlog fulfillment;
the nature of our government contracts;
decrease in revenues derived from key or significant customers;
deferrals of customer orders in anticipation of new products, applications or product enhancements;
risks and uncertainties associated with our international business;
market condition changes such as industry structure consolidations that could slow down our ability to procure new business;
general economic and political conditions;
our ability to raise additional capital;
international conflicts and acts of terrorism; and
other factors beyond our control, including but not limited to, natural disasters.
Due to all of the factors listed above as well as other unforeseen factors, our future operating results could be below the expectations of securities analysts
or investors. If that happens, the trading price of our common stock could decline. As a result of these quarterly variations, you should not rely on quarter-
to-quarter comparisons of our operating results as an indication of our future performance.
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Supply shortages or production gaps could materially and adversely impact our sales and financial results.
We have experienced, and may from time to time in the future continue to experience parts shortages, sharp increases in component costs and unforeseen
quality control issues by our suppliers that may impact our ability to meet demand for our products. The Pandemic has increased the occurrence of such
shortages. We have historically used and continue to use single suppliers for certain significant components in our products; however, in light of the current
supply chain shortage we have begun to use other suppliers to meet our demand, and we have had to reengineer products from time to time to address
obsolete or unavailable components. Our products are also included with other traffic intersection products that also could experience supply issues for
their products, which in turn could result in delays in orders for our products. Should any such supply delay or disruption occur, or should a key supplier
discontinue operations, our future sales and costs will likely be materially and adversely affected. Additionally, we rely heavily on select contract
manufacturers to produce many of our products and do not have any long-term contracts to guarantee supply of such products. Although we believe our
contract manufacturers have sufficient capacity to meet our production schedules for the foreseeable future and we believe we could find alternative
contract manufacturing sources for many of our products, if necessary, we could experience a production gap should for any reason our contract
manufacturers become unable to meet our production requirements and our cost of goods sold could increase, adversely affecting our margins. Further,
foreign imports of components in our products subject the Company to risks of changes in, or the imposition of new, export/import requirements, tariffs,
work stoppages, delays in shipment, product cost increases due to component shortages, public health issues that could lead to temporary closures of
facilities or shipping ports, such as the Pandemic and other economic uncertainties, affecting trade between the U.S. and other countries where we source
components for our products. Any such actions could increase the cost to us of such products and cause increases in the prices at which we sell such
products, which could adversely affect the financial performance of our business. Similarly, these actions could result in cost increases or supply chain
delays that impact third party products (e.g., steel poles) which could lead our customers to delay or cancel planned purchases of our products.
Our international business operations may be threatened by many factors that are outside of our control.
While we historically have had limited international sales, revenues and operational experience, we have been expanding our distribution capabilities for
our products internationally, particularly in Europe and in South America. We plan to continue to expand our international efforts, but we cannot assure you
that we will be successful in such efforts. International operations subject us to various inherent risks including, among others:
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the Pandemic and related government responses, including travel restrictions, quarantines and "stay-at-home" orders;
political, social and economic instability, as well as international conflicts and acts of terrorism;
bonding requirements for certain international projects;
longer accounts receivable payment cycles;
import and export license requirements and restrictions of the U.S., as well as requirements and restrictions in the other countries in which we
operate;
currency fluctuations and restrictions, and our ability to repatriate currency from certain foreign regions;
unexpected changes in regulatory requirements, tariffs and other trade barriers or restrictions;
required compliance with existing and new foreign regulatory requirements and laws, more restrictive labor laws and obligations, including
but not limited to the U.S. Foreign Corrupt Practices Act;
difficulties in managing and staffing international operations;
potentially adverse tax consequences; and
reduced protection for intellectual property rights in some countries.
Substantially all of our international product sales are denominated in U.S. dollars. As a result, an increase in the relative value of the dollar could make our
products more expensive and potentially less price competitive in international markets. We do not currently engage in any transactions as a hedge against
risks of loss due to foreign currency fluctuations.
Any of the factors mentioned above may adversely affect our future international revenues and, consequently, affect our business, financial condition and
operating results. Additionally, as we pursue the expansion of our international business,
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certain fixed and other overhead costs could outpace our revenues, thus adversely affecting our results of operations. We may likewise face local
competitors in certain international markets who are more established, have greater economies of scale and stronger customer relationships. Furthermore,
as we increase our international sales, our total revenues may also be affected to a greater extent by seasonal fluctuations resulting from lower sales that
typically occur during the summer months in Europe and certain other parts of the world.
The trading price of our common stock is highly volatile.
The trading price of our common stock has been subject to wide fluctuations in the past. From March 31, 2019 through March 31, 2022, our common stock
has traded at prices as low as $2.08 per share and as high as $7.81 per share. The market price of our common stock could continue to fluctuate in the
future in response to various factors, including, but not limited to:
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quarterly variations in operating results;
our ability to control costs, improve cash flow and sustain profitability;
statements made by third parties or speculation regarding our strategic alternatives;
our ability to raise additional capital;
shortages announced by suppliers;
announcements of technological innovations or new products or applications by our competitors, customers or us;
transitions to new products or product enhancements;
acquisitions of businesses, products or technologies, or other strategic transactions or dispositions;
the impact of any litigation;
changes in investor perceptions;
government funding, political agendas and other budgetary constraints;
changes in stock market analyst recommendations regarding our common stock, other comparable companies or our industry in general;
changes in earnings estimates or investment recommendations by securities analysts; and
international conflicts, political unrest and acts of terrorism.
The stock market is currently experiencing and has from time-to-time experienced volatility, which has often affected and may continue to affect the market
prices of equity securities of many technology companies. This volatility has often been unrelated to the operating performance of these companies. These
broad market fluctuations may adversely affect the market price of our common stock. In the past, companies that have experienced volatility in the market
price of their securities have been the subject of securities class action litigation. If we were to become the subject of a class action lawsuit, it could result in
substantial losses and divert management's attention and resources from other matters.
Provisions of our charter documents may discourage a third party from acquiring us and may adversely affect the price of our common stock.
Provisions of our certificate of incorporation could make it difficult for a third party to influence or acquire us, even though that might be beneficial to our
stockholders. Such provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. For example, under
the terms of our certificate of incorporation, our Board of Directors is authorized to issue, without stockholder approval, up to 2,000,000 shares of preferred
stock with voting, conversion and other rights and preferences superior to those of our common stock. In addition, our bylaws contain provisions governing
the ability of stockholders to submit proposals or make nominations for directors. We may also adopt provisions and agreements from time to time that
could make it harder for a potential acquirer.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 2. PROPERTIES
Our largest physical office is located in Santa Ana, CA where we lease approximately 47,000 square feet of leased office, manufacturing and warehouse
space located in Santa Ana, California, pursuant to a lease which terminates in March 2027. For additional information regarding our lease obligations, see
Note 8, Right-of-Use Assets and Lease Liabilities, to the Consolidated Financial Statements, included in Part II, Item 8 of this report for further details.
ITEM 3. LEGAL PROCEEDINGS
The information set forth under the heading "Litigation and Other Contingencies" under Note 7 to the Consolidated Financial Statements, included in
Part II, Item 8 of this report, is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Market Information for Common Stock
Our common stock is traded on the Nasdaq Capital Market under the symbol "ITI" since February 8, 2016. Prior to that, our common stock traded on the
NYSE MKT under the same symbol.
As of May 31, 2022, we had 286 holders of record of our common stock according to information furnished by our transfer agent. The actual number of
stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners but whose shares are held in street name by
brokers and other nominees.
Securities Authorized for Issuance under Equity Compensation Plans
Information regarding securities authorized for issuance can be found under Part III, "Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters."
Dividend Policy
We have never paid or declared cash dividends on our common stock, and have no current plans to pay such dividends in the foreseeable future. We
currently intend to retain any earnings for working capital and general corporate purposes. The payment of any future dividends will be at the discretion of
our Board of Directors and will depend upon a number of factors, including, but not limited to, future earnings, the success of our business, our capital
requirements, our general financial condition and future prospects, general business conditions, and such other factors as the Board of Directors may deem
relevant.
Issuer Purchases of Equity Securities
On August 9, 2012, our Board of Directors approved a stock repurchase program pursuant to which we could acquire up to $3.0 million of our outstanding
common stock for an unspecified length of time. Under the program, we could repurchase shares from time to time in the open market and privately
negotiated transactions and block trades, and could also repurchase shares pursuant to a 10b5-1 trading plan during our closed trading windows, to the
extent such a 10b5-1 plan was in place. There was no guarantee as to the exact number of shares that would be repurchased. We could modify or terminate
the repurchase program at any time without prior notice. On November 6, 2014, our Board of Directors approved a $3.0 million increase to the Company's
existing stock repurchase program, pursuant to which the Company could continue to acquire shares of its outstanding common stock from time to time for
an unspecified length of time.
In Fiscal 2022, Fiscal 2021, and Fiscal 2020, we did not repurchase any shares. From inception of the program in August 2011 through March 31, 2022, we
repurchased approximately 2,458,000 shares of our common stock for an aggregate price of approximately $4.3 million, at an average price per share of
$1.73. As of March 31, 2022, all repurchased shares have been retired and returned to their status as authorized and unissued shares of our common stock.
As of March 31, 2022, prior to the termination of the 2012 repurchase program, approximately $1.7 million remained available for the repurchase of our
common stock.
On May 12, 2022 the Board of Directors retired the previously approved plan and approved a new plan for the company to acquire up to $10.0 million of
our outstanding common stock for an unspecified length of time. Under the program, we may repurchase shares from time to time in the open market and
privately negotiated transactions and block trades, and may also repurchase shares pursuant to a 10b5-1 trading plan during our closed trading windows, to
the extent such a 10b5-1 plan is in place. There is no guarantee as to the exact number of shares that will be repurchased. We may modify or terminate the
repurchase program at any time without prior notice.
ITEM 6. RESERVED
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis in conjunction with our Consolidated Financial Statements and related Notes thereto included in
Part II, Item 8 of this report and the "Risk Factors" section in Part I, Item 1A, as well as the
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other cautionary statements and risks described elsewhere in this report before deciding to purchase, hold or sell our common stock.
Overview
General
We are a provider of smart mobility infrastructure management solutions. Our cloud-enabled solutions help public transportation agencies, municipalities,
commercial entities and other transportation infrastructure providers monitor, visualize, and optimize mobility infrastructure to make mobility safe,
efficient, and sustainable for everyone.
Recent Developments
Impact of COVID-19 on Our Business
The Pandemic has materially adversely impacted global economic conditions. More than 24 months into the Pandemic, COVID-19 continues to have an
unpredictable and unprecedented impact on the global economy. Though there has been a trend in increasing availability of COVID-19 vaccines, as well as
an easing of restrictions on social, business, travel and government activities and functions, infection rates continue to fluctuate and federal, state and local
government regulations continue to rapidly change. The uncertainties caused by the Pandemic include, but are not limited to, supply chain disruptions,
workplace dislocations, economic contraction, and downward pressure on some customer budgets and customer sentiment in general. We have not had any
facility closures due to the Pandemic, but we have experienced supply chain and work delays on certain projects. Should such delays become protracted or
worsen or should longer term budgets or priorities of our clients be impacted, the Pandemic could impact our business, results of operations and financial
condition. The extent of the impact of the Pandemic on our business and financial results, and the volatility of our stock price will depend largely on future
developments, including the duration of the Pandemic, new and potentially more contagious variants, such as the Delta and Omicron variants, the impact
on capital and financial markets, the distribution, rate of adoption and efficacy of vaccines, and the related impact on the budgets and financial
circumstances of our customers and suppliers, all of which are highly uncertain and cannot be reasonably estimated as of the date of this report.
Given the uncertainties surrounding the impacts of the Pandemic on the Company's future financial condition and results of operations, we have taken
certain actions to preserve our liquidity, manage cash flow and strengthen our financial flexibility. Such actions included, but are not limited to, reducing
our discretionary spending, reducing capital expenditures, implementing restructuring activities with the goal of reducing payroll costs, including employee
furloughs, pay freezes and pay cuts.
Our products require specialized parts which have become more difficult to source. In some cases, we have had to purchase such parts from third-party
brokers at substantially higher prices. Additionally, to mitigate for component shortages, we have begun to increase inventory levels and may continue to
do so for an extended period. In the event demand doesn’t materialize, we may need to hold excess inventory for several quarters. Alternatively, we may be
unable to source sufficient components, even from third-party brokers, to meet customer demand, resulting in high levels of unshippable backlog. We have
placed non-cancellable inventory orders for certain products in advance of our normal lead times to secure normal and incremental future supply and
capacity and may need to continue to do so in the future. Still, we may remain supply-constrained beyond our Fiscal 2022.
On March 27, 2020, the CARES Act was signed into law in the United States. The CARES Act provides relief to U.S. corporations through financial
assistance programs and modifications to certain income tax provisions. The Company is applying certain beneficial provisions of the CARES Act,
including the payroll tax deferral and the alternative minimum tax acceleration. For more information, refer to Note 6, Income Taxes, to the Consolidated
Financial Statements, including in Part II, Item 8 of this report.
The Pandemic has had an impact on the Company’s human capital. While our Santa Ana product and commercial operations facility has remained open
throughout the Pandemic, the easing of Pandemic restrictions imposed by local and state authorities have allowed a portion of our workforce to return to
our various facilities while others continue to work remotely. The Company’s information technology infrastructure has proven sufficiently flexible to
minimize disruptions in required duties and responsibilities. We believe that our system of internal control over financial reporting has not been
fundamentally altered and that the effectiveness of the design and operation of internal controls remained materially consistent during the fiscal year ended
March 31, 2022. Additionally, we have been able to timely file financial reports. We believe we have the right infrastructure to efficiently work remotely
for the balance of the Pandemic. We do not expect to incur significant costs to safely reopen our facilities to all our employees.
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Despite the Pandemic, we believe that the ITS ("Intelligent Traffic Systems") industry in the U.S. should continue to provide new opportunities for the
Company although, in the near term, the pace of new opportunities emerging may be restrained and the start dates of awarded projects may be delayed. We
believe that our expectations are valid and that our plans for the future continue to be based on reasonable assumptions.
Acquisition of the Assets of TrafficCast International, Inc.
On December 6, 2020, the Company entered into the TrafficCast Purchase Agreement with TrafficCast, a privately held company headquartered in
Madison, Wisconsin that provides travel information technology, applications and content to customers throughout North America in the media, mobile
technology, automotive and public sectors. Under the TrafficCast Purchase Agreement, Iteris purchased from TrafficCast substantially all of the assets used
in the conduct of the TrafficCast Business and assumed certain specified liabilities of the TrafficCast Business in exchange for a total purchase price of up
to $17.7 million.
The $17.7 million in total consideration was comprised of $15.0 million paid in cash on the closing date, $1.0 million held back as security for certain post-
closing adjustments and post-closing indemnity obligations of TrafficCast, $1.1 million acquisition-related liability, and a $1.0 million earn out, fair valued
at $0.6 million as of March 31, 2021, that if earned, will be paid over two years based on the TrafficCast Business’ achievement of certain revenue targets.
The TrafficCast Purchase Agreement also provides for customary post-closing adjustments to the purchase price tied to working capital balances of the
TrafficCast Business at closing (see Note 12, Acquisitions, to the Consolidated Financial Statements). The transaction closed on December 7, 2020.
Simultaneous with closing the transaction, the parties entered into certain ancillary agreements that will provide Iteris with ongoing access to mapping and
monitoring services that the TrafficCast Business uses to support its real-time and predictive travel data and associated content.
TrafficCast operates two lines of business – commercial and public sector – each of which contributes about 50% of total revenue. Its commercial line of
business develops software that collects, filters, and models real-time traveler information and traffic incident data for global media companies and other
commercial customers. Its public sector line of business provides sensors and related software that help state and local agencies measure, visualize, and
manage traffic flow. Since its integration in early Fiscal 2022, TrafficCast’s market-leading software and internet of things, or IoT, devices, as well as its
data ingestion, data science and analytics solutions, has enhanced Iteris’ suite of smart mobility infrastructure management solutions.
Sale of Agriculture and Weather Analytics Business
On May 5, 2020, the Company completed the sale of substantially all of our assets used in connection with our former Agriculture and Weather
Analytics business to DTN, an operating company of TBG AG, a Swiss-based holding company, pursuant to the AWA Purchase Agreement signed on May
2, 2020, in exchange for a total purchase consideration of $12.0 million in cash, subject to working capital adjustments. Upon closing, the Company
received $10.5 million in cash and $1.5 million of payment was deferred. DTN paid the Company $1.45 million at the 12-month anniversary of the closing
date, and $0.05 million at the 18-month anniversary of the closing date. The AWA Purchase Agreement also provides for customary post-closing
adjustments to the purchase price related to working capital at closing. The parties also entered into certain ancillary agreements at the closing of the
transaction that will provide Iteris with ongoing access to weather and pavement data that it integrates into its transportation software products, and a joint
development agreement under which the parties agreed to pursue future joint opportunities in the global transportation market.
The sale of the Agriculture and Weather Analytics business was a result of the Company’s shift in strategy to focus on its mobility infrastructure
management solutions and to capitalize on the potential for a future partnership upon the sale of this business component to DTN. We have determined that
the Agriculture and Weather Analytics business, qualifies as a discontinued operation in accordance with the criteria set forth in ASC 205-20, Presentation
of Financial Statements – Discontinued Operations.
On May 5, 2020, the Company also entered into a transition services agreement (“TSA”) with DTN, pursuant to which the Company agreed to support the
information technology function of the Agriculture and Weather Analytics business for a period up to 12 months and DTN agreed to provide the contract
administration/account management services for certain contracts of the Company and other transition services. Either party may make any reasonable
request to extend the period of time the other party shall provide a transition service beyond the initial service period or access to additional services that
are necessary for the transition of the business operations. The Company earned less than $0.1 million in income and incurred less than $0.1 million in
costs associated with the TSA for the fiscal year ended March 31, 2022, which was included in loss from discontinued
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operations before gain on sale, net of tax on the consolidated statement of operations (see Note 3, Discontinued Operations, to the Consolidated Financial
Statements).
Non-GAAP Financial Measures
Adjusted income (loss) from continuing operations before interest, taxes, depreciation, amortization, stock-based compensation expense, restructuring
charges, project loss reserves, acquisition costs, executive severance and transition costs, and fair value adjustment related to TrafficCast's opening balance
inventory (“Adjusted EBITDA”) was approximately $4.5 million, $7.5 million and $4.2 million for the fiscal years ended March 31, 2022, 2021 and 2020,
respectively.
When viewed with our financial results prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and accompanying
reconciliations, we believe Adjusted EBITDA provides additional useful information to clarify and enhance the understanding of the factors and trends
affecting our past performance and future prospects. We define these measures, explain how they are calculated and provide reconciliations of these
measures to the most comparable GAAP measure in the table below. Adjusted EBITDA and the related financial ratios, as presented in this Annual Report
on Form 10-K (“Form 10-K”), are supplemental measures of our performance that are not required by or presented in accordance with GAAP. They are not
a measurement of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures
derived in accordance with GAAP, or as an alternative to net cash provided by operating activities as measures of our liquidity. The presentation of these
measures should not be interpreted to mean that our future results will be unaffected by unusual or nonrecurring items.
We use Adjusted EBITDA non-GAAP operating performance measures internally as complementary financial measures to evaluate the performance and
trends of our businesses. We present Adjusted EBITDA and the related financial ratios, as applicable, because we believe that measures such as these
provide useful information with respect to our ability to meet our operating commitments.
Adjusted EBITDA and the related financial ratios have limitations as analytical tools, and you should not consider them in isolation or as a
substitute for analysis of our results as reported under GAAP. Some of these limitations include:
They do not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;
They do not reflect changes in, or cash requirements for, our working capital needs;
•
•
• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the
future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;
They are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;
They do not reflect the impact on earnings of charges resulting from matters unrelated to our ongoing operations; and
•
•
• Other companies in our industry may calculate Adjusted EBITDA differently than we do, whereby limiting its usefulness as comparative
measures.
Because of these limitations, Adjusted EBITDA and the related financial ratios should not be considered as measures of discretionary cash available to us
to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these
limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information. See our audited consolidated
financial statements contained in this Form 10-K. However, in spite of the above limitations, we believe that Adjusted EBITDA and the related financial
ratios are useful to an investor in evaluating our results of operations because these measures:
• Are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such terms,
which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the
method by which assets were acquired, among other factors;
• Help investors to evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our
operating performance; and
• Are used by our management team for various other purposes in presentations to our Board of Directors as a basis for strategic planning and
forecasting.
The following financial items have been added back to or subtracted from our net income (loss) when calculating Adjusted EBITDA:
•
Interest expense. Iteris excludes interest expense because it does not believe this item is reflective of ongoing business and operating results. This
amount may be useful to investors for determining current cash flow.
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•
Income tax. This amount may be useful to investors because it represents the taxes which may be payable for the period and the change in deferred
taxes during the period, and may reduce cash flow available for use in our business;
• Depreciation expense. Iteris excludes depreciation expense primarily because it is a non-cash expense. These amounts may be useful to investors
•
•
•
•
•
•
•
because it generally represents the wear and tear on our property and equipment used in our operations.
Amortization. Iteris incurs amortization of intangible assets in connection with acquisitions. Iteris also incurs amortization related to capitalized
software development costs. Iteris excludes these items because it does not believe that these expenses are reflective of ongoing operating results
in the period incurred. These amounts may be useful to investors because it represents the estimated attrition of our acquired customer base and
the diminishing value of product rights.
Stock-based compensation. These expenses consist primarily of expenses from employee and director equity based compensation plans Iteris
excludes stock-based compensation primarily because they are non-cash expenses and Iteris believes that it is useful to investors to understand the
impact of stock-based compensation to its results of operations and current cash flow.
Restructuring charges. These expenses consist primarily of employee separation expenses, facility termination costs, and other expenses
associated with Company restructuring activities. Iteris excludes these expenses as it does not believe that these expenses are reflective of ongoing
operating results in the period incurred. These amounts may be useful to our investors in evaluating our core operating performance.
Project loss reserves. These expenses consist primarily of expenses incurred to complete a software development contract that will not be
recoverable and are largely related to previously incurred and capitalized costs for non-recurring engineering activity. Iteris excludes these
expenses as it does not believe that these expenses are reflective of ongoing operating results in the period incurred. These amounts may be useful
to our investors in evaluating our core operating performance.
Acquisition costs. In connection with its business combinations, Iteris incurs professional service fees, changes to the fair value of contingent
consideration, and other direct expenses. Iteris excludes such items as they are related to acquisitions and have no direct correlation to the
operation of Iteris’ business. These amounts may be useful to our investors in evaluating our core operating performance.
Executive severance and transition costs. Iteris excludes executive severance and transition costs because it does not believe that these expenses
are reflective of ongoing operating results in the period incurred. These amounts may be useful to our investors in evaluating our core operating
performance.
Fair value adjustment related to acquired opening balance inventories. Iteris excludes fair value adjustment related to the opening inventory
balance acquired as part of its business combination because it does not believe that these costs are reflective of operating results in the period
incurred. These amounts may be useful to our investors in evaluating our core operating performance.
Reconciliations of net income (loss) from continuing operations to Adjusted EBITDA and the presentation of Adjusted EBITDA as a percentage of total
revenues were as follows:
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Net income (loss) from continuing operations
$
(6,900)
$
491
$
(1,758)
2022
Year Ended March 31,
2021
(In thousands)
2020
Income tax expense
Depreciation expense
Amortization expense
Stock-based compensation
Other adjustments:
Restructuring charges
Project loss reserve
Acquisition costs
Executive severance and transition costs
Fair value adjustment - opening balance inventories
Total adjustments
Adjusted EBITDA
Percentage of total revenues
174
820
3,240
3,401
—
3,394
—
340
—
11,369
4,469
$
115
734
2,036
2,902
619
—
417
—
136
6,959
7,450
$
$
160
770
1,255
2,495
—
—
689
553
—
5,922
4,164
3.3 %
6.4 %
3.9 %
Critical Accounting Policies and Estimates
"Management's Discussion and Analysis of Financial Condition and Results of Operations" is based on our consolidated financial statements included
herein, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Our significant accounting policies are summarized in Note 1 to
the Consolidated Financial Statements. In preparing our consolidated financial statements in accordance with GAAP and pursuant to the rules and
regulations of the SEC, we make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and
related disclosures of contingent assets and liabilities. We base our estimates, assumptions and judgments on historical experience and other factors that we
believe are reasonable. We evaluate our estimates, assumptions and judgments on a regular basis and apply our accounting policies on a consistent basis.
We believe that the estimates, assumptions and judgments involved in the accounting for revenue recognition, goodwill, and income taxes have the most
potential impact on our consolidated financial statements. Historically, our estimates, assumptions and judgments relative to our critical accounting policies
have not differed materially from actual results.
The following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial
statements.
Revenue Recognition. Our revenue arrangements are complex in nature and require significant judgement in determining the performance obligation
structure. Each contract is unique in nature and therefore is assessed individually for appropriate accounting treatment.
Revenues are recognized when control of the promised goods or services are transferred to our customers, in a gross amount that reflects the consideration
that we expect to be entitled to in exchange for those goods or services. We generate all of our revenue from contracts with customers.
Product revenue related contracts with customers begin when we acknowledge a purchase order for a specific customer order of product to be delivered in
the near term and these purchase orders are short-term in nature. Product revenue is recognized at a point in time upon shipment or upon customer receipt
of the product, depending on shipping terms. The Company determined that this method best represents the transfer of goods as transfer of control typically
occurs upon shipment or upon customer receipt of the product.
Service revenues, primarily derived from long-term engineering and consulting service contracts with governmental agencies. These contracts generally
include performance obligations in which control is transferred over time. We recognize revenue on fixed fee contracts, over time, using the proportion of
actual costs incurred to the total costs expected to complete
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the contract performance obligation. The Company determined that this method best represents the transfer of services as the proportion closely depicts the
efforts or inputs completed towards the satisfaction of a fixed fee contract performance obligation. Time & Materials ("T&M") and Cost Plus Fixed Fee
("CPFF") contracts are considered variable consideration. However, performance obligations with these fee types qualify for the "Right to Invoice"
Practical Expedient. Under this practical expedient, the Company is allowed to recognize revenue, over time, in the amount to which the Company has a
right to invoice. In addition, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate
each reporting period. The Company determined that this method best represents the transfer of services as, upon billing, the Company has a right to
consideration from a customer in an amount that directly corresponds with the value to the customer of the Company's performance completed to date.
Service revenues also consist of revenues derived from maintenance and support, extended warranty, and the use of the Company's service platforms and
APIs on a subscription basis. We generate this revenue from fees for maintenance and support, extended warranty, monthly active user fees, SaaS fees, and
hosting and storage fees. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct
services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a time-based measure
of progress to the total transaction price, which results in ratable recognition over the term of the contract. The Company determined that this method best
represents the transfer of services as the customer obtains equal benefit from the service throughout the service period.
Goodwill. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. We test goodwill for
impairment in accordance with the provisions of ASC 350, Intangibles – Goodwill and Other, (“ASC 350”). Goodwill is tested for impairment at least
annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. ASC 350 provides that an
entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more
likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity
determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not
required. However, if an entity concludes otherwise, then it is required to perform an impairment test. The impairment test involves comparing the
estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to
be impaired. If, however, the fair value of the reporting unit is less than book value, then an impairment loss is recognized in an amount equal to the
amount that the book value of the reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
The estimates of fair value of the reporting units are computed using either an income approach, a market approach, or a combination of both.
Under the income approach, we utilize the discounted cash flow method to estimate the fair value of the reporting units. Significant assumptions inherent in
estimating the fair values include the estimated future cash flows, growth assumptions for future revenues (including future gross margin rates, expense
rates, capital expenditures and other estimates), and a rate used to discount estimated future cash flow projections to their present value (or estimated fair
value) based on estimated weighted average cost of capital (i.e., the selected discount rate). We select assumptions used in the financial forecasts by using
historical data, supplemented by current and anticipated market conditions, estimated growth rates, and management’s plans. Under the market approach,
fair value is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses (i.e. guideline companies).
The selection of comparable businesses is based on the markets in which the reporting units operate giving consideration to risk profiles, size, geography,
and diversity of products and services.
Income Taxes. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the
realizability of our deferred tax assets, we review all available positive and negative evidence, including reversal of deferred tax liabilities, potential
carrybacks, projected future taxable income, tax planning strategies and recent financial performance. As the Company has sustained a cumulative pre-tax
loss over the trailing three fiscal years, we considered it appropriate to maintain valuation allowances of $14.6 million and $12.3 million against our
deferred tax assets at March 31, 2022 and 2021, respectively. We intend to continue maintaining a full valuation allowance on our deferred tax assets until
there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the
recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount
of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.
Recent Accounting Pronouncements
Refer to Note 1, Description of Business and Summary of Significant Accounting Policies, to the Consolidated Financial Statements, included in Part II,
Item 8 of this report for a discussion of recent accounting pronouncements.
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Analysis of Fiscal 2022 and Fiscal 2021 Results of Operations
For a comparison of the 2021 to 2020 fiscal years, see Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Company's Form 10-K for the fiscal year ended March 31, 2021. Note that the filings of the 2020 and 2019 fiscal years do not reflect
results of discontinued operation related activities, which are reflected in this report.
Total Revenues. The following table presents details of total revenues for Fiscal 2022 as compared to Fiscal 2021:
Product revenues
Service revenues
Total revenues
Year Ended March 31,
2022
2021
$ Increase
% Change
(In thousands, except percentage)
$
$
68,729 $
64,843
133,572 $
62,933 $
54,205
117,138 $
5,796
10,638
16,434
9.2 %
19.6 %
14.0 %
Product revenues primarily consist of product sales, but also includes OEM products for the traffic signal markets, as well as third-party product
sales for installation under certain construction-type contracts. Product revenues for Fiscal 2022 increased approximately 9.2% to $68.7 million, compared
to $62.9 million in Fiscal 2021, primarily due to continued strong demand for our hardware solutions, further augmented by approximately $6.0 million of
TrafficCast product sales in Fiscal 2022 as compared to approximately $1.4 million of TrafficCast product sales in Fiscal 2021, or a net increase of
approximately $4.6 million.
Service revenues primarily consist of traffic study, design, engineering, and management services, but also includes service revenues generated
from advanced sensor technologies product installation services and cloud-based application installation and support services. Service revenues for Fiscal
2022 increased approximately 19.6% to $64.8 million, compared to $54.2 million in Fiscal 2021. This increase was primarily due to continued adoption of
Iteris' ClearMobility Platform and the addition of $7.9 million of TrafficCast SaaS revenue in Fiscal 2022 as compared to approximately $2.7 million of
TrafficCast service sales in Fiscal 2021, or a net increase of approximately $5.2 million. Total annual recurring revenue, which we define as revenues from
software and managed services contracts, was approximately 25% of total revenue for Fiscal 2022 and approximately 22% of total revenue for Fiscal 2021.
The Company added approximately $155.4 million of new bookings, or potential revenue under binding agreements, during Fiscal 2022. The
Company's total backlog increased to approximately $99.9 million as of March 31, 2022, as compared to approximately $78.1 as of March 31, 2021.
We plan to continue to focus on securing new contracts and to extend and/or continue our existing relationships with both key public-sector and
private-sector customers related to projects in their final project phases. While we believe our ability to obtain additional large contracts will contribute to
overall revenue growth, the mix of subcontractor revenue and third-party product sales to our public-sector customers will likely affect the related total
gross profit from period to period, as total revenues derived from subcontractors and third-party product sales generally have lower gross margins than
revenues generated by our professional services.
Backlog is an operational measure representing future unearned revenue amounts believed to be firm that are to be earned under our existing
agreements and are not included in deferred revenue on our consolidated balance sheets. Backlog includes new bookings but does not include announced
orders for which definitive contracts have not been executed. We believe backlog is a useful metric for investors, given its relevance to total orders, but
there can be no assurances we will recognize revenue from bookings or backlog timely or ever.
Gross Profit. The following tables present details of our gross profit for Fiscal 2022 compared to Fiscal 2021:
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Product gross profit
Service gross profit
Total gross profit
Product gross margin as a % of product revenues
Service gross margin as a % of service revenues
Total gross margin as a % of total revenues
Year Ended March 31,
2022
$ Increase
(decrease)
(In thousands, except percentage)
2021
$
$
28,228
19,165
47,393
$
$
28,000
18,856
46,856
$
$
228
309
537
% Change
0.8 %
1.6 %
1.1 %
41.1 %
29.6 %
35.5 %
44.4 %
34.9 %
40.0 %
Our product gross margin as a percentage of product revenues for Fiscal 2022 decreased approximately 330 basis points compared to Fiscal 2021 primarily
due to an increase in raw material costs as a result of global supply chain constraints.
Our service gross margin as a percentage of service revenues for Fiscal 2022 decreased 530 basis points compared to Fiscal 2021 primarily due to the
completion of previously awarded contracts, the timing of certain extension contracts, the contract mix, an increase in the number of subcontractors of such
contracts, and recognition of an estimated contractual loss on a project with a customer, for which approximately $3.4 million was recorded in Fiscal 2022.
Subcontractor revenue generally results in lower gross margins than our direct labor revenue.
Our total gross margin as a percentage of total revenues for Fiscal 2022 decreased 450 basis points compared to Fiscal 2021 primarily as a result of the
aforementioned reasons.
General and Administrative Expense
General and administration expense for Fiscal 2022 increased approximately 4% to $25.1 million, compared to $24.2 million in Fiscal 2021 primarily due
to the addition of TrafficCast, and additional professional services fees related to the Company's review of strategic alternatives.
Sales and Marketing Expense
Sales and marketing expense for Fiscal 2022 increased approximately 27% to $18.9 million, compared to $15.0 million in Fiscal 2021 primarily due to the
addition of TrafficCast, and higher sales commissions based on higher sales for Fiscal 2022.
Research and Development Expense
Research and development expense for Fiscal 2022 increased approximately 43% to $7.4 million, compared to $5.1 million in Fiscal 2021. The overall
increase was primarily due to continued investment in research and development activities largely focused on improving our existing software related
product offerings.
We plan to continue to invest in the development of further enhancements and functionality of our Iteris ClearMobility Platform which includes among
other things our software portfolio and our Vantage sensors.
Certain development costs were capitalized into intangible assets in the consolidated balance sheets in both the current and prior year periods; however,
certain costs did not meet the criteria for capitalization under GAAP and are included in research and development expense. Going forward, we expect to
continue to invest in our software solutions. This continued investment may result in increases in research and development costs, as well as additional
capitalized software in future periods.
Impairment of Goodwill
Based on our goodwill impairment testing for Fiscal 2022, we believe the carrying value of our goodwill was not impaired, as the estimated fair values of
our reporting units exceeded their carrying values at the end of Fiscal 2022. If our actual financial results, or the plans and estimates used in future goodwill
impairment analyses, are lower than our original estimates used to assess impairment of our goodwill, we could incur goodwill impairment charges in the
future.
Amortization of Intangible Assets
Amortization expense for intangible assets subject to amortization was approximately $3.2 million and $2.0 million for Fiscal 2022 and Fiscal 2021,
respectively. Approximately $0.6 million and $0.5 million of the intangible asset amortization was
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recorded to cost of revenues, and approximately $2.7 million and $1.5 million was recorded to amortization expense for Fiscal 2022 and Fiscal 2021,
respectively, in the consolidated statements of operations. The increase in amortization was primarily due to amortization expenses related to intangible
assets acquired as part of the TrafficCast acquisition.
Interest Income (Expense), Net
Net interest expense was approximately $0.0 million and net interest income was approximately $0.1 million in Fiscal 2022 and Fiscal 2021, respectively.
The decrease in net interest income in the current year was primarily due to the decrease in interest earned on investments purchased and held during the
current fiscal year.
Income Taxes
The following table presents our provision for income taxes for Fiscal 2022 and Fiscal 2021:
Provision for income taxes
Effective tax rate
Year Ended
March 31,
2022
2021
(In thousands,
except percentage)
174
$
(2.5)%
115
1.8 %
$
For Fiscal 2022 and 2021, the difference between the statutory and the effective tax rate was primarily attributable to the valuation allowance recorded
against our deferred tax assets.
In assessing the realizability of our deferred tax assets, we review all available positive and negative evidence, including reversal of deferred tax liabilities,
potential carrybacks, projected future taxable income, tax planning strategies and recent financial performance. As the Company has sustained a cumulative
pre-tax loss over the trailing three fiscal years, we considered it appropriate to maintain valuation allowances of $14.6 million and $12.3 million against our
deferred tax assets at March 31, 2022 and 2021, respectively. We will continue to reassess the appropriateness of maintaining a valuation allowance.
As we update our estimates in future periods, adjustments to our deferred tax asset and valuation allowance may be necessary. We anticipate this will cause
our future overall effective tax rate in any given period to fluctuate from prior effective tax rates and statutory tax rates. We utilize the liability method of
accounting for income taxes. We record net deferred tax assets to the extent that we believe these assets will more likely than not be realized.
At March 31, 2022, we had $16.0 million of federal net operating loss carryforwards that do not expire as a result of recent tax law changes. We also had
$9.9 million of state net operating loss carryforwards that begin to expire in 2031. Although the impact cannot be precisely determined at this time, we
believe that our net operating loss carryforwards will provide reductions in our future income tax payments, that would otherwise be higher using statutory
tax rates.
Liquidity and Capital Resources
For a comparison of the 2021 to 2020 fiscal years, see Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Company's Form 10-K for the fiscal year ended March 31, 2021.
Cash Flows
We have historically financed our operations with a combination of cash flows from operations and the sale of equity securities. We expect to continue to
rely on cash flows from operations and our cash reserves to fund our operations, which we believe to be sufficient to fund our operations for at least the
next twelve months. However, we may need or choose to raise additional capital to fund potential future acquisitions and our future growth. We may raise
such funds by selling equity or debt securities to the public or to selected investors or by borrowing money from financial institutions. If we raise additional
funds by issuing equity or convertible debt securities, our existing stockholders may experience significant dilution, and any equity securities that may be
issued may have rights senior to our existing stockholders. There is no assurance that we will be able to secure additional funding on a timely basis, on
terms acceptable to us, or at all.
At March 31, 2022, we had $36.8 million in working capital, excluding current liabilities of discontinued operations, which included $23.8 million in cash
and cash equivalents. This compares to working capital of $36.7 million at March 31, 2021, which included $25.5 million in cash and cash equivalents and
$3.1 million in short-term investments.
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The following table summarizes our cash flows from continuing operations for Fiscal 2022 and Fiscal 2021:
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Year Ended
March 31,
2022
2021
(In thousands)
$
(5,593) $
999
1,563
8,888
(7,998)
2,873
Operating Activities. Net cash used by operating activities of our continuing operations for Fiscal 2022 of $5.6 million was primarily the result of noncash
lease expense, depreciation expenses, stock-based compensation, and amortization coupled with our net loss from continuing operations of approximately
$6.9 million, as well as approximately $11.8 million of outflows from changes in working capital offset by $13.1 million in non-cash items. Net cash used
in operating activities due to discontinued operations was $0.1 million.
Net cash provided by operating activities of our continuing operations for Fiscal 2021 of $8.9 million was primarily the result of $7.8 million in non-cash
items, primarily for noncash lease expense, depreciation expenses, stock-based compensation, and amortization coupled with our net income from
continuing operations of approximately $0.5 million, as well as approximately $0.6 million of inflows due to changes in working capital. Net cash used in
operating activities from discontinued operations was $2.4 million.
Investing Activities. Net cash provided by investing activities of our continuing operations during Fiscal 2022 was primarily the result of approximately
$3.1 million in proceeds from the sale and maturity of short-term investments which were partially offset by approximately $0.5 million of property and
equipment purchases, and approximately $1.6 million of capitalized software development costs, primarily in VantageLive! and ClearGuide, respectively.
Net cash provided by investing activities from discontinued operations was $1.5 million.
Net cash used in investing activities of our continuing operations during Fiscal 2021 was primarily the result of purchases of approximately $23.7 million
of short-term investments, approximately $15.0 million in cash paid for the TrafficCast acquisition, approximately $0.6 million of property and equipment
purchases, and approximately $0.8 million of capitalized software development costs, related to VantageLive! and ClearGuide. These investments were
partially offset by approximately $32.0 million in proceeds from the sale and maturity of short-term investments.
Financing Activities. Net cash provided by financing activities of our continuing operations during Fiscal 2022 was primarily the result of approximately
$1.3 million and $0.4 million of cash proceeds from the exercise of stock options and purchases of Employee Stock Purchase Plan ("ESPP") shares,
respectively.
Net cash provided by financing activities of our continuing operations during Fiscal 2021 was primarily the result of approximately $2.6 million and $0.4
million of cash proceeds from the exercise of stock options and purchases of ESPP shares, respectively.
Off-Balance Sheet Arrangements
We do not have any other material off-balance sheet arrangements at March 31, 2022.
Seasonality
We have historically experienced seasonality, particularly with respect to our products, which adversely affects such sales in our third and fourth fiscal
quarters due to a reduction in intersection construction and repairs during the winter months due to inclement weather conditions, with the third fiscal
quarter generally impacted the most by inclement weather. We have also experienced seasonality, which adversely impacts our third fiscal quarter due to
the increased number of holidays, causing a reduction in available billable hours.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and is not required to provide the information required by this
Item.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Iteris, Inc.
Index to Consolidated Financial Statement
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Consolidated Balance Sheets as of March 31, 2022 and 2021
Consolidated Statements of Operations for the fiscal years ended March 31, 2022, 2021 and 2020
Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2022, 2021 and 2020
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Iteris, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Iteris, Inc. and subsidiaries (the “Company”) as of March 31, 2022 and 2021, the related
consolidated statements of operations, stockholders’ equity, and cash flows, for each of the three years in the period ended March 31, 2022, and the related
notes (collectively, referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of March 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended
March 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s
internal control over financial reporting as of March 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 1, 2022, expressed an unqualified opinion on the
Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.
Revenue from Contracts with Customers – Determination of Distinct Performance Obligations Relating to Service Revenues – Refer to Note 1 of the
financial statements
Critical Audit Matter Description
The Company’s service revenues within the Consulting Solutions (“CS”) and Application and Cloud Solutions (“ACS”) revenue streams, primarily derive
revenue from long-term engineering and consulting services and software as a service (“SaaS”). The Company accounts for individual services separately
if they are distinct performance obligations, which often requires significant judgment based upon knowledge of the services, the solution provided, and the
structure of the sales contract. During the year ended March 31, 2022, the Company recognized service revenues from contracts with customers of $64.8
million.
We identified the determination of distinct performance obligations in contracts with customers relating to service revenues as a critical audit matter.
Significant judgment is required to determine whether the performance obligations in these sales contracts are distinct; that is, if a service is separately
identifiable from other items in the sales contract and if a customer can benefit from it on its own or with other resources that are readily available to the
customer. Auditing these aspects include especially challenging auditor judgment due to the nature and extent of audit effort required to address this matter.
How the Critical Audit Matter was Addressed in the Audit
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Our audit procedures related to the Company’s determination of distinct performance obligations relating to service revenues for these contracts included
the following, among others:
• We tested the effectiveness of controls related to management’s identification and assessment of distinct performance obligations in contracts with
customers.
• We selected a sample of customer contracts to evaluate the appropriateness of management’s determination of distinct performance obligations.
• We selected a sample of invoices from the accounts receivable detail and determined whether amounts invoiced were in accordance with the related
contract terms. Further, we inspected line items on the invoice to verify that all line items were included in management's evaluation of performance
obligations.
• We selected a sample of customer contracts and investigated all changes in current forecasted cost to original forecasted cost to evaluate if changes in
estimate are indicative of existing services known by operations personnel, but not previously considered as distinct performance obligations by
management.
• We investigated offsets to revenue to determine that they represent a valid purpose, and a service was not previously identified.
• We selected a sample of expenditures and determined whether the good/service represented by the selected transaction was properly identified and
evaluated by management as a distinct performance obligation.
/s/ Deloitte & Touche LLP
Costa Mesa, CA
June 1, 2022
We have served as the Company's auditor since 2016.
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Assets
Current assets:
Iteris, Inc.
Consolidated Balance Sheets
(In thousands, except par value)
Cash and cash equivalents
Restricted cash
Short-term investments
Trade accounts receivable, net of allowance for doubtful accounts of $903 and $1,019 at March 31, 2022 and 2021,
respectively
Unbilled accounts receivable
Inventories
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Right-of-use assets
Intangible assets, net
Goodwill
Other assets
Noncurrent assets of discontinued operations
Total assets
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable
Accrued payroll and related expenses
Accrued liabilities
Deferred revenue
Current liabilities of discontinued operations
Total current liabilities
Lease liabilities
Deferred income taxes
Unrecognized tax benefits
Other long-term liabilities
Noncurrent liabilities of discontinued operations
Total liabilities
Commitments and contingencies (Note 7)
Stockholders' equity:
Preferred stock, $1.00 par value:
Authorized shares—2,000
Issued and outstanding shares—none
Common stock, $0.10 par value:
Authorized shares—Authorized shares—70,000 at March 31, 2022 and March 31, 2021
Issued and outstanding shares— 42,416 at March 31, 2022 and 41,687 at March 31, 2021
Additional paid-in capital
Accumulated deficit
Total stockholders' equity
Total liabilities and stockholders' equity
See accompanying Notes to the Consolidated Financial Statements.
39
March 31,
2022
2021
23,689 $
120
—
25,628
10,870
7,980
4,076
72,363
1,392
11,382
11,780
28,340
1,120
6
126,383 $
11,926 $
11,409
5,623
6,566
163
35,687
10,763
337
105
2,456
172
49,520
—
—
25,205
263
3,100
19,020
11,541
5,066
5,445
69,640
1,923
11,353
14,297
28,340
1,238
78
126,869
8,935
11,734
4,921
7,349
94
33,033
10,146
808
119
3,523
261
47,890
—
—
4,242
186,720
(114,099)
76,863
126,383 $
4,170
181,828
(107,019)
78,979
126,869
$
$
$
$
Iteris, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
Table of Contents
Product revenues
Service revenues
Total revenues
Cost of product revenues
Cost of service revenues
Cost of revenues
Gross profit
Operating expenses:
General and administrative
Sales and Marketing
Research and development
Amortization of intangible assets
Restructuring charges
Total operating expenses
Operating income (loss)
Non-operating income (expense):
Other income (expense)
Interest income (expense)
Income (loss) from continuing operations before income taxes
Provision for income taxes
Net income (loss) from continuing operations
Loss from discontinued operations before gain on sale, net of tax
Gain on sale of discontinued operations, net of tax
Net income (loss) from discontinued operations, net of tax
Net income (loss)
Income (loss) per share - basic:
Income (loss) per share from continuing operations
Income (loss) per share from discontinued operations
Net income (loss) per share
Income (loss) per share - diluted:
Income (loss) per share from continuing operations
Income (loss) per share from discontinued operations
Net income (loss) per share
Shares used in basic per share calculations
Shares used in diluted per share calculations
Year Ended March 31,
2022
2021
2020
$
$
$
$
$
$
$
$
68,729 $
64,843
133,572
40,501
45,678
86,179
47,393
25,131
18,929
7,354
2,673
—
54,087
(6,694)
(18)
(14)
(6,726)
(174)
(6,900)
(180)
—
(180)
(7,080) $
(0.16) $
0.00 $
(0.16) $
(0.16) $
0.00 $
(0.16) $
62,933 $
54,205
117,138
34,933
35,349
70,282
46,856
24,207
14,957
5,130
1,504
619
46,417
439
54
113
606
(115)
491
(1,654)
11,297
9,643
10,134 $
0.01 $
0.23 $
0.24 $
0.01 $
0.23 $
0.24 $
42,222
42,222
41,176
41,599
55,007
52,396
107,403
30,266
33,524
63,790
43,613
24,047
16,618
4,315
757
—
45,737
(2,124)
297
229
(1,598)
(160)
(1,758)
(3,852)
—
(3,852)
(5,610)
(0.04)
(0.10)
(0.14)
(0.04)
(0.10)
(0.14)
39,012
39,012
See accompanying Notes to the Consolidated Financial Statements.
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Iteris, Inc.
Consolidated Statements of Stockholders' Equity
(In thousands)
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Accumulated
Deficit
Total
Stockholders'
Equity
33,377 $
3,338 $
142,260 $
(111,543) $
Balance at March 31, 2019
Issuance of common stock in connection with public offering,
net of costs
Stock option exercises
Issuance of shares pursuant to Employee Stock Purchase Plan
Stock-based compensation
Issuance of shares pursuant to vesting of restricted stock units,
net of payroll withholding taxes
Issuance of common stock in connection with acquisition
Net loss
Balance at March 31, 2020
Stock option exercises
Issuance of shares pursuant to Employee Stock Purchase Plan
Stock-based compensation
Issuance of shares pursuant to vesting of restricted stock units,
net of payroll withholding taxes
Net income
Balance at March 31, 2021
Stock option exercises
Issuance of shares pursuant to Employee Stock Purchase Plan
Stock-based compensation
Issuance of shares pursuant to vesting of restricted stock units,
net of payroll withholding taxes
Net loss
6,183
120
91
—
73
869
—
40,713
731
97
—
146
—
41,687
489
95
—
145
618
12
9
—
7
87
—
4,071
74
10
—
15
—
4,170
48
9
—
15
26,133
244
361
2,785
(22)
4,448
—
176,209
2,559
438
2,845
(223)
—
181,828
1,282
427
3,401
(218)
Balance at March 31, 2022
42,416 $
4,242 $
186,720 $
See accompanying Notes to the Consolidated Financial Statements.
41
—
—
—
—
—
—
(5,610)
(117,153)
—
—
—
—
10,134
(107,019)
(7,080)
(114,099) $
34,055
26,751
256
370
2,785
(15)
4,535
(5,610)
63,127
2,633
448
2,845
(208)
10,134
78,979
1,330
436
3,401
(203)
(7,080)
76,863
Table of Contents
Iteris, Inc.
Consolidated Statements of Cash Flows
(In thousands)
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Table of Contents
Cash flows from operating activities
Net income (loss)
Less: Net income (loss) from discontinued operations
Net income (loss) from continuing operations
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Project Loss
Right-of-use asset non-cash expense
Deferred income taxes
Depreciation of property and equipment
Stock-based compensation
Amortization of intangible assets
Loss on disposal of equipment
Other
Changes in operating assets and liabilities, net of effects of discontinued operations and acquisitions:
Trade accounts receivable
Unbilled accounts receivable and deferred revenue
Inventories
Prepaid expenses and other assets
Trade accounts payable and accrued expenses
Operating lease liabilities
Net cash provided by (used in) operating activities - continuing operations
Net cash used in operating activities - discontinued operations
Net cash provided by (used in) in operating activities
Cash flows from investing activities
Purchases of property and equipment
Purchase of short-term investments
Maturities of investments
Capitalized software development costs
Cash paid in business acquisition, net of cash acquired
Net cash provided by (used in) investing activities - continuing operations
Net cash provided by (used in) investing activities - discontinued operations
Net cash provided by (used in) investing activities
Cash flows from financing activities
Proceeds from stock option exercises
Proceeds from ESPP purchases
Tax withholding payments for net share settlements of restricted stock units
Proceeds from issuance of common stock, net of costs
Net cash provided by financing activities - continuing operations
Net cash provided by financing activities - discontinued operations
Net cash provided by financing activities
Increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental cash flow information:
Cash paid during the year for:
Income taxes
Supplemental schedule of non-cash investing and financing activities:
Issuance of common stock for vested restricted stock units
Lease liabilities arising from obtaining right-of-use assets
Deferred purchase price receivable
Issuance of common stock in connection with acquisition
Deferred consideration related to TrafficCast acquisition
Working capital adjustment related to TrafficCast acquisition
2022
Year Ended March 31,
2021
2020
$
(7,080) $
(180)
(6,900)
10,134 $
9,643
491
3,394
2,515
(485)
820
3,401
3,240
177
—
(6,608)
148
(2,914)
(2,495)
2,683
(2,569)
(5,593)
(128)
(5,721)
(466)
—
3,100
(1,635)
—
999
1,500
2,499
1,438
607
734
2,902
2,036
—
86
(227)
903
(1,085)
(1,738)
4,168
(1,427)
8,888
(2,398)
6,490
(601)
(23,655)
32,025
(767)
(15,000)
(7,998)
9,740
1,742
1,330
436
(203)
—
1,563
—
1,563
(1,659)
25,468
23,809 $
2,633
448
(208)
—
2,873
—
2,873
11,105
14,363
25,468 $
223 $
183 $
15 $
2,544 $
— $
— $
— $
— $
15 $
689 $
1,500 $
— $
2,050 $
681 $
$
$
$
$
$
$
$
$
(5,610)
(3,852)
(1,758)
1,199
105
770
2,495
1,255
—
(60)
235
(2,353)
(124)
(951)
(409)
(866)
(462)
(3,365)
(3,827)
(409)
(33,786)
24,225
(633)
(5,581)
(16,184)
(59)
(16,243)
256
370
(15)
26,751
27,362
—
27,362
7,292
7,071
14,363
63
7
581
—
4,535
—
—
See accompanying Notes to the Consolidated Financial Statements.
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Iteris, Inc.
Notes to Consolidated Financial Statements
March 31, 2022
1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Iteris, Inc. (referred to collectively with its wholly-owned subsidiaries, ClearAg, Inc. and Albeck Gerken, Inc. ("AGI"), in this report as "Iteris", the
"Company", "we", "our", and "us") is a provider of smart mobility infrastructure solutions. Our cloud-enabled solutions help public transportation agencies,
municipalities, commercial entities and other transportation infrastructure providers monitor, visualize, and optimize mobility infrastructure to make
mobility safe, efficient and sustainable for everyone.
As a pioneer in intelligent transportation systems ("ITS") technology, our intellectual property, advanced detection sensors, mobility and traffic data,
software-as-a-service ("SaaS") offerings, mobility consulting services and end-to-end solutions delivered as cloud-enabled managed services represent a
comprehensive range of smart mobility infrastructure management solutions that we distribute to customers throughout the United States ("U.S.") and
internationally.
We believe our products, solutions and services increase safety and decrease congestion within our communities, while also minimizing environmental
impact.
We continue to make significant investments to leverage our existing technologies and further enhance our advanced sensors, mobility intelligence
software, mobility data sets, mobility consulting services and cloud-enabled managed services. As we are always mindful of capital allocation, we apply
significant effort to evaluate and prioritize these investments. Likewise, we are always exploring strategic alternatives intended to optimize the value of our
Company.
Iteris was incorporated in Delaware in 1987 and has operated in its current form since 2004.
Recent Developments
COVID-19 Update
The COVID-19 pandemic (the “Pandemic”) has materially adversely impacted global economic conditions. More than 24 months into the Pandemic,
COVID-19 continues to have an unpredictable and unprecedented impact on the global economy. Though there has been a trend in increasing availability
of COVID-19 vaccines, as well as an easing of restrictions on social, business, travel and government activities and functions, infection rates continue to
fluctuate and federal, state and local government regulations continue to rapidly change. The uncertainties caused by the Pandemic include, but are not
limited to, supply chain disruptions, workplace dislocations, economic contraction, and downward pressure on some customer budgets and customer
sentiment in general. Due to the Pandemic, we have experienced supply chain and work delays on certain projects. Should such conditions become
protracted or worsen or should longer-term budgets or priorities of our clients be impacted, the Pandemic could negatively affect our business, results of
operations and financial condition. The extent of the impact of the Pandemic on our business and financial results, and the volatility of our stock price will
depend largely on future developments, including the duration of the Pandemic, new and potentially more contagious variants, such as the Delta and
Omicron variants, the impact on capital and financial markets, the distribution, rate of adoption and efficacy of vaccines, and the related impact on the
budgets and financial circumstances of our customers and suppliers, all of which are highly uncertain and cannot be reasonably estimated as of the date of
this report.
Given the uncertainties surrounding the impacts of the Pandemic on the Company's future financial condition and results of operations, the Company has
taken certain actions to preserve its liquidity, manage cash flow and strengthen its financial flexibility. Such actions include, but are not limited to, reducing
discretionary spending, reducing capital expenditures, and implementing restructuring activities. Refer to Note 4, Restructuring Activities, for more
information.
Our products require specialized parts which have become more difficult to source. In some cases, we have had to purchase such parts from third-party
brokers at substantially higher prices. Additionally, to mitigate for component shortages, we have begun to increase inventory levels and may continue to
do so for an extended period. In the event demand doesn’t materialize, we may need to hold excess inventory for several quarters. Alternatively, we may be
unable to source sufficient components, even from third-party brokers, to meet customer demand, resulting in high levels of unshippable backlog. We have
placed non-cancellable inventory orders for certain products in advance of our normal lead times to secure normal and incremental future supply and
capacity and may need to continue to do so in the future. Still, we may remain supply-constrained beyond the fiscal year ended March 31, 2022 ("Fiscal
2022").
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Table of Contents
1. Description of Business and Summary of Significant Accounting Policies (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law in the United States. The CARES Act
provides relief to U.S. corporations through financial assistance programs and modifications to certain income tax provisions. The Company is applying
certain beneficial provisions of the CARES Act, including the payroll tax deferral and the alternative minimum tax acceleration. Refer to Note 6, Income
Taxes, for more information.
The Pandemic has had an impact on the Company’s human capital. While our Santa Ana product and commercial operations facility has remained open,
easing of Pandemic restrictions imposed by local and state authorities have allowed a portion of our workforce to return to our various facilities while
others continue to work remotely. The Company’s information technology infrastructure has proven sufficiently flexible to minimize disruptions in
required duties and responsibilities. Additionally, we have been able to timely file financial reports. We believe we have the right infrastructure to
efficiently work remotely for the balance of the Pandemic. We do not expect to incur significant costs to safely reopen our facilities to all our employees.
The Company assessed the impacts of the Pandemic on the estimates and assumptions used in preparing these audited consolidated financial
statements. The estimates and assumptions used in these assessments were based on management’s judgment and may be subject to change as new events
occur and additional information is obtained. In particular, there is significant uncertainty about the duration and extent of the impact of the Pandemic and
its resulting impact on global economic conditions. If economic conditions caused by the Pandemic do not recover as currently estimated by management,
the Company’s financial condition, cash flows and results of operations may be materially impacted. See below for areas that required more judgments and
estimates as a result of the Pandemic. The Company will continue to assess the effect on its operations by monitoring the spread of the Pandemic and the
actions implemented to combat the virus throughout the world. As a result, our assessment of the impact of the Pandemic may change.
Acquisition of the Assets of TrafficCast International, Inc.
On December 6, 2020, the Company entered into an Asset Purchase Agreement (the “TrafficCast Purchase Agreement”) with TrafficCast International, Inc.
(“TrafficCast”), a privately held company headquartered in Madison, Wisconsin that provides travel information technology, applications and content to
customers throughout North America in the media, mobile technology, automotive and public sectors. Under the TrafficCast Purchase Agreement, the
Company agreed to purchase from TrafficCast substantially all of its assets, composed of its travel information technology, applications and content (the
“TrafficCast Business”) and assume certain specified liabilities of the TrafficCast Business in exchange for a total purchase price of up to $17.7 million.
The $17.7 million in total consideration was comprised of $15.0 million paid in cash on the closing date, $1.0 million held back as security for certain post-
closing adjustments and post-closing indemnity obligations of TrafficCast, $1.1 million acquisition-related liability, and a $1.0 million earn out, fair valued
at $0.6 million as of March 31, 2021, that if earned, will be paid over two years based on the TrafficCast Business’ achievement of certain revenue targets.
The TrafficCast Purchase Agreement also provided for customary post-closing adjustments to the purchase price tied to working capital balances of the
TrafficCast Business at closing (see Note 12, Acquisitions, to the Consolidated Financial Statements). The transaction closed on December 7, 2020.
Simultaneous with closing the transaction, the parties entered into certain ancillary agreements that will provide Iteris with ongoing access to mapping and
monitoring services that the TrafficCast Business uses to support its real-time and predictive travel data and associated content.
Public Offering and Acquisition of Albeck Gerken, Inc.
On June 13, 2019, the Company completed an underwritten public offering of 6,182,797 shares of the Company's common stock for net proceeds to the
Company of approximately $26.8 million, after deducting underwriting discounts and estimated offering expenses payable by the Company. The Company
used approximately $6.2 million of the net proceeds of this offering to pay the cash portion of the purchase price in the acquisition of AGI, a privately-held
professional transportation engineering services firm headquartered in Tampa, Florida (see Note 12, Acquisitions, to the Consolidated Financial
Statements), and plans to use the balance of the net proceeds for general corporate purposes and possibly for other future acquisitions.
Sale of Agriculture and Weather Analytics Business
On May 5, 2020, the Company completed the sale of substantially all of our assets used in connection with our Agriculture and Weather Analytics
("AWA") business to DTN, LLC (“DTN”), an operating company of TBG AG, a Swiss-based holding
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1. Description of Business and Summary of Significant Accounting Policies (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
company, pursuant to an Asset Purchase Agreement (the “AWA Purchase Agreement”) signed on May 2, 2020, in exchange for a total purchase
consideration of $12.0 million in cash, subject to working capital adjustments. Upon closing, the Company received $10.5 million in cash and $1.5 million
of payment was deferred. DTN paid the Company $1.45 million at the 12-month anniversary of the closing date, and $0.05 million at the 18-month
anniversary of the closing date. See Note 3, Discontinued Operations, to the Consolidated Financial Statements, for further details on the sale of the
Agriculture and Weather Analytics business.
Restructuring Activities
On April 30, 2020, in connection with the sale of the Agriculture and Weather Analytics business, the Board of Directors of the Company approved
restructuring activities to better position the Company for increased profitability and growth. Restructuring charges of approximately $1.5 million were
incurred for separation costs for certain employees who did not transition to DTN, additional positions that were eliminated to right-size the cost structure
of the Company, and the impairment of certain lease-related assets (see Note 4, Restructuring Activities, to the Consolidated Financial Statements).
Basis of Presentation
Our consolidated financial statements include the accounts of Iteris, Inc. and all its wholly-owned subsidiaries and have been prepared in accordance with
generally accepted accounting principles in the United States of America ("GAAP"). All intercompany balances and transactions have been eliminated in
consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and reported
amounts of revenues and expenses during the reporting period. Significant estimates made in the preparation of the consolidated financial statements
include, but are not limited to, recoverability of long-lived and intangible assets; fair value of acquired intangible assets and goodwill; collectability of
accounts receivable and related allowance for doubtful accounts; projections of taxable income used to assess realizability of deferred tax assets; warranty
reserves; costs to complete long-term contracts; indirect cost rates used in cost plus contracts; fair value of stock option awards and equity instruments;
estimates of future cash flows used to assess the recoverability of the impairment of goodwill; fair value of contingent consideration and capitalization and
estimated useful life of the Company's internal-use software development costs. Estimates are based on historical experience and on various assumptions
that the Company believes are reasonable under current circumstances. However, future events are subject to change and best estimates and judgments may
require further adjustments, therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and
they are adjusted prospectively based upon such periodic evaluation.
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to our customers, in a gross amount that reflects the consideration
that we expect to be entitled to in exchange for those goods or services. We generate all of our revenue from contracts with customers.
Product revenue related contracts with customers begin when we acknowledge a purchase order for a specific customer order of product to be delivered in
the near term and these purchase orders are short-term in nature. Product revenue is recognized at a point in time upon shipment or upon customer receipt
of the product, depending on shipping terms. The Company determined that this method best represents the transfer of goods as transfer of control typically
occurs upon shipment or upon customer receipt of the product.
Service revenues, primarily derived from long-term engineering and consulting service contracts with governmental agencies. These contracts generally
include performance obligations in which control is transferred over time. We recognize revenue on fixed fee contracts, over time, using the proportion of
actual costs incurred to the total costs expected to complete the contract performance obligation. The Company determined that this method best represents
the transfer of services as the proportion closely depicts the efforts or inputs completed towards the satisfaction of a fixed fee contract performance
obligation. Time & Materials ("T&M") and Cost Plus Fixed Fee ("CPFF") contracts are considered variable consideration. However, performance
obligations with these fee types qualify for the "Right to Invoice" Practical Expedient. Under this practical expedient, the Company is allowed to recognize
revenue, over time, in the amount to which the Company has a right
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1. Description of Business and Summary of Significant Accounting Policies (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
to invoice. In addition, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each
reporting period. The Company determined that this method best represents the transfer of services as, upon billing, the Company has a right to
consideration from a customer in an amount that directly corresponds with the value to the customer of the Company's performance completed to date.
Service revenues also consist of revenues derived from maintenance and support, extended warranty, and the use of the Company's service platforms and
APIs on a subscription basis. We generate this revenue from fees for maintenance and support, extended warranty, monthly active user fees, SaaS fees, and
hosting and storage fees. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct
services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a time-based measure
of progress to the total transaction price, which results in ratable recognition over the term of the contract. The Company determined that this method best
represents the transfer of services as the customer obtains equal benefit from the service throughout the service period.
The Company accounts for individual goods and services separately if they are distinct performance obligations, which often requires significant judgment
based upon knowledge of the products and/or services, the solution provided and the structure of the sales contract. In SaaS agreements, we provide a
service to the customer which combines the software functionality, maintenance and hosting into a single performance obligation. In product related
contracts, a purchase order may contain different products, each constituting a separate performance obligation.
We generally estimate variable consideration at the most likely amount to which we expect to be entitled and in certain cases based on the expected value,
which requires judgment. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue
recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and
determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all
information (historical, current and forecasted) that is reasonably available to us. We review and update these estimates on a quarterly basis.
The Company's typical performance obligations include the following:
Performance Obligation
Product Revenues
Standard purchase orders for delivery of
a tangible product
Engineering services where the
deliverable is considered a product
Service Revenues
Engineering and consulting services
SaaS
Extended warranty service
Disaggregation of Revenue
When Performance
Obligation is Typically
Satisfied
When Payment is
Typically Due
How Standalone
Selling Price is
Typically Estimated
Upon shipment (point in time)
Within 30 days of delivery
Observable transactions
As work is performed (over time)
Within 30 days of services being invoiced
Estimated using a cost-plus margin approach
As work is performed (over time)
Over the course of the SaaS service once the
system is available for use (over time)
Over the course of the extended warranty
period (over time)
Within 30 days of services being invoiced
At the beginning of the contract period
Estimated using a cost-plus margin approach
Estimated using a cost-plus margin approach
At the beginning of the contract period
Estimated using a cost-plus margin approach
The Company disaggregates revenue from contracts with customers into product revenues and services revenues.
Trade Accounts Receivable and Contract Balances
We classify our right to consideration in exchange for goods and services as either a receivable or a contract asset. A receivable is a right to consideration
that is unconditional (i.e., only the passage of time is required before payment is due). We present such receivables in trade accounts receivable, net in the
accompanying consolidated balance sheet at their net estimated realizable value.
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1. Description of Business and Summary of Significant Accounting Policies (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. If warranted, the
allowance is increased by the Company's provision for doubtful accounts, which is charged against income. All recoveries on receivables previously
charged off are included in income, while direct charge-offs of receivables are deducted from the allowance.
A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets are presented as unbilled accounts
receivable in the accompanying consolidated balance sheet. For example, we would record a contract asset if we record revenue on a professional services
engagement, but are not entitled to bill until we achieve specified milestones.
Our contract assets and refund liabilities are reported in a net position on a contract basis at the end of each reporting period. Refund liabilities are
consideration received in advance of the satisfaction of performance obligations.
Contract Fulfillment Costs
The Company evaluates whether or not we should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the
scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations;
and (3) are expected to be recovered. As of March 31, 2022 and 2021, there was approximately $0.6 million and $3.2 million, respectively, of contract
fulfillment costs which are presented in the accompanying consolidated balance sheets as prepaid and other current assets. These costs primarily relate to
the satisfaction of performance obligations related to the set up of SaaS platforms. These costs are amortized on a straight-line basis over the estimated
useful life of the SaaS platform.
Due to delays in the completion of a software development contract with a customer, the Company recorded an estimated loss on the contract.
During the twelve months ended March 31, 2022, the Company has recorded approximately $3.4 million, charged to cost of sales, of which approximately
$0.9 million related to previously capitalized software development costs and the remainder reduced the balance of the related contract fulfillment costs.
The estimates and assumptions used in these assessments were based upon management's judgment and may be subject to change as new events occur and
additional information is obtained. In particular, there remains uncertainty with regards to the additional costs required to fulfill the Company's obligations
with regards to the contract. If the future estimated costs to fulfill this contract exceed current estimates, the Company's financial condition, cash flows, and
results of operations may be materially impacted.
Transaction Price Allocated to the Remaining Performance Obligations
As of March 31, 2022 and 2021, the aggregate amount of transaction price allocated to remaining performance obligations was immaterial, primarily as a
result of termination provisions within our contracts, which make the duration of the accounting term of the contract one year or less.
Practical Expedients and Exemptions
T&M and CPFF contracts are considered variable consideration. However, performance obligations with an underlying fee type of T&M or CPFF qualify
for the "Right to Invoice" Practical Expedient under ASC 606-10-55-18. Under this practical expedient, the Company is not required to estimate such
variable consideration upon inception of the contract and reassess the estimate each reporting period.
The Company utilizes the practical expedient under ASC 606-10-50-14 of not disclosing information about its remaining performance obligations for
contracts with an original expected duration (i.e., contract term, determined based on the analysis of termination provisions described above) of 12 months
or less.
The Company pays sales commissions on certain sales contracts. These costs are accrued in the same period that the revenues are recorded. Using the
practical expedient under ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining a contract as an expense when incurred since the
amortization period of the asset that the Company otherwise would have recognized is one year or less.
The Company utilizes the practical expedient under ASC 606-10-25-18B to account for shipping and handling as fulfillment costs, and not a promised
service (a revenue element). Shipping and handling costs are included as cost of revenues in the period during which the products ship.
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1. Description of Business and Summary of Significant Accounting Policies (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
The Company excludes from the transaction price all sales taxes that are assessed by a governmental authority and that are imposed on and concurrent with
a specific revenue-producing transaction and collected from a customer (for example, sales, use, value added, and some excise taxes). This employs the
practical expedient under ASC 606-10-32-2A. Sales taxes are presented on a net basis (excluded from revenues) in the accompanying consolidated
statements of operations.
Deferred Revenue
Deferred revenue in the accompanying consolidated balance sheets is comprised of billings and consideration received in advance of the satisfaction of
performance obligations.
Concentration of Credit Risk
Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and trade accounts
receivable.
Cash and cash equivalents consist primarily of demand deposits and money market funds maintained with several financial institutions. Deposits held with
banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with
high quality financial institutions, and therefore are believed to have minimal credit risk.
Our accounts receivable are primarily derived from billings with customers located throughout North America, as well as in Europe, South America and
Asia. We generally do not require collateral or other security from our domestic customers. We maintain an allowance for doubtful accounts for potential
credit losses, which losses have historically been within management's expectations.
We currently have, and historically have had, a diverse customer base. For the fiscal years ended March 31, 2022 ("Fiscal 2022"), March 31, 2021 ("Fiscal
2021"), and March 31, 2020 ("Fiscal 2020"), no individual customer represented greater than 10% of our total revenues. As of March 31, 2022 and 2021,
no individual customer represented greater than 10% of our total accounts receivable.
Fair Values of Financial Instruments
The accounting guidance provided in ASC 820, Fair Value Measurements ("ASC 820") for fair value provides a framework for measuring fair value,
clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to
sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance
establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar
assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
Level 3—Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use
in pricing the assets or liabilities.
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value
measurement.
The Company applies fair value accounting for all financial instruments on a recurring basis. The Company's financial instruments, which include cash,
cash equivalents, accounts receivable and accounts payable are recorded at their carrying amounts, which approximate their fair values due to their short-
term nature. All marketable securities are considered to be available-for-sale and recorded at their estimated fair values. In valuing these items, the
Company uses inputs and assumptions that market participants would use to determine their fair value, utilizing valuation techniques that maximize the use
of observable inputs and minimize the use of unobservable inputs.
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1. Description of Business and Summary of Significant Accounting Policies (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of cash and short-term investments with initial maturities of 90 days or less.
As of March 31, 2022 and 2021 restricted cash was $0.1 million and $0.3 million, respectively, related to cash restricted for shares purchased under the
Employee Stock Purchase Plan ("ESPP") (see Note 10 for further details on the ESPP).
Cash, cash equivalents and restricted cash presented in the accompanying statements of cash flows consist of the following (in thousands):
Cash and cash equivalents
Restricted cash
Investments
March 31,
2022
2021
$
$
23,689 $
120
23,809 $
25,205
263
25,468
The Company's investments are classified as either held-to-maturity, available-for-sale or trading, in accordance with ASC 320. Held-to-maturity securities
are those securities that the Company has the positive intent and ability to hold until maturity. Trading securities are those securities that the Company
intends to sell in the near term. All other securities not included in the held-to-maturity or trading category are classified as available-for-sale. Held-to-
maturity securities are recorded at amortized cost which approximates fair market value. Trading securities are carried at fair value with unrealized gains
and losses charged to earnings. Available-for-sale securities are carried at fair value with unrealized gains and losses recorded within accumulated other
comprehensive loss as a separate component of stockholders' equity. ASC 820 defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which
requires an entity to maximize the use of observable inputs, where available (see Note 5). The Company had no investments as of March 31, 2022. As of
March 31, 2021, all of our investments were available-for-sale.
Under ASC 320-10-35, a security is considered to be other-than-temporarily impaired if the present value of cash flows expected to be collected are less
than the security's amortized cost basis (the difference being defined as the "Credit Loss") or if the fair value of the security is less than the security's
amortized cost basis and the investor intends, or will be required, to sell the security before recovery of the security's amortized cost basis. If an other-than-
temporary impairment exists, the charge to earnings is limited to the amount of Credit Loss if the investor does not intend to sell the security, and will not
be required to sell the security before recovery of the security's amortized cost basis. Any remaining difference between fair value and amortized cost is
recognized in other comprehensive loss, net of applicable taxes. The Company evaluates whether the decline in fair value of its investments is other-than-
temporary at each quarter-end. This evaluation consists of a review by management, and includes market pricing information and maturity dates for the
securities held, market and economic trends in the industry and information on the issuer's financial condition and, if applicable, information on the
guarantors' financial condition. Factors considered in determining whether a loss is temporary include the length of time and extent to which the
investment's fair value has been less than its cost basis, the financial condition and near-term prospects of the issuer and guarantors, including any specific
events which may influence the operations of the issuer and the Company's intent and ability to retain the investment for a reasonable period of time
sufficient to allow for any anticipated recovery of fair value.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company's
assessment of its ability to collect on customer accounts receivable. The collectability of our accounts receivable is evaluated through review of outstanding
invoices and ongoing credit evaluations of our customers' financial condition. In cases where we are aware of circumstances that may impair a specific
customer's ability to meet its financial obligations subsequent to the original sale, we will record an allowance against amounts due, and thereby reduce the
net recognized accounts receivable to the amount we reasonably believe will be collected. The Company writes-off accounts receivable against the
allowance when a determination is made that the balance is uncollectible and collection of the receivable is no longer being actively pursued. The
allowance for doubtful accounts was approximately $0.9 million and $1.0 million as of March 31, 2022 and 2021, respectively.
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1. Description of Business and Summary of Significant Accounting Policies (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
Inventories
Inventories consist of finished goods, work-in-process and raw materials and are stated at the lower of cost or net realizable value. Cost is determined using
the first-in, first-out method.
Property and Equipment
Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful life of the related assets ranging
from three to eight years. Leasehold improvements are depreciated over the term of the related lease or the estimated useful life of the improvement,
whichever is shorter.
Intangible Assets
Intangible assets with determinable economic lives are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful
life of each asset on a straight-line basis. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and
circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement
related to the asset, the historical performance of the asset, the Company's long-term strategy for using the asset, any laws or other local regulations which
could impact the useful life of the asset and other economic factors, including competition and specific market conditions. Intangible assets without
determinable economic lives are carried at cost, not amortized and reviewed for impairment at least annually.
Goodwill
Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is
not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be
recoverable. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company's
business. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.
The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less
than its carrying value. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests.
The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value
exceeds its fair value, the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. We
perform an annual quantitative assessment of our goodwill during the fourth fiscal quarter, or more frequently, to determine if any events or circumstances
exist, such as an adverse change in business climate or a decline in overall industry demand, that would indicate that it would more likely than not reduce
the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting
unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is required, if otherwise, we compare the fair value
of our reporting unit to its carrying value, including goodwill. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the amount
by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. We monitor the indicators for
goodwill impairment testing between annual tests. In prior years the Company had two operating and reportable segments, Roadway Sensors ("RWS") and
Transportation Systems ("SYS"), which also represented the reporting units for purposes of goodwill impairment testing. In conjunction with the change in
segments described in Note 13, Business Segments, the Company also reassessed the reporting unit conclusion and determined that there are now three
reporting units and a single operating and reportable segment. As of March 31, 2022, there were no indicators of goodwill impairment.
Impairment of Long-Lived Assets
The Company evaluates its long-lived assets, including property, equipment and intangible assets (other than goodwill) for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We determine whether the carrying value of an asset or
asset group is recoverable, based on comparisons to undiscounted expected future cash flows the asset or asset group is expected to generate. If an asset is
not recoverable, we record an impairment loss equal to the amount by which the carrying value of the asset exceeds its fair value. We primarily use the
income valuation approach to determine the fair value of our long lived and intangible assets. During the three months ended June 30, 2020, we recorded
$0.3 million in impairment charges related to right-of-use assets and leasehold improvements
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1. Description of Business and Summary of Significant Accounting Policies (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
directly resulting from the restructuring activities. During the twelve months ended March 31, 2022, approximately $0.9 million of previously capitalized
software development costs was charged to cost of sales due to the expected modification of a contract with a customer. See discussion on contract
fulfillment costs for further details. During the fiscal years ended March 31, 2022 and 2021, there was no additional impairment to our long-lived and
intangible assets.
Income Taxes
We utilize the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences
between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences
reverse. A valuation allowance is recorded when it is more-likely-than-not that some or all of the deferred tax assets will not be realized, which increases
our income tax expense in the period such determination is made. As such, we determined it was appropriate to record a full valuation allowance against
our deferred tax assets. We will continuously reassess the appropriateness of maintaining a valuation allowance.
Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the
more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax
positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold
is no longer met.
Stock-Based Compensation
We record stock-based compensation in our consolidated statements of operations as an expense, based on the estimated grant date fair value of our stock-
based awards, whereby such fair values are amortized over the requisite service period. Our stock-based awards are currently comprised of common stock
options, restricted stock units and performance stock units. The fair value of our common stock option awards is estimated on the grant date using the
Black-Scholes-Merton option-pricing formula. The fair value of our performance stock unit awards is estimated on the grant date using a Monte Carlo
simulation model. While the use of these models meets established requirements, the estimated fair values generated by the models may not be indicative
of the actual fair values of our awards as it does not consider certain factors important to those awards to employees, such as continued employment and
periodic vesting requirements, as well as limited transferability. The fair value of our restricted stock units is based on the closing market price of our
common stock on the grant date. If there are any modifications or cancellations of the underlying unvested stock-based awards, we may be required to
accelerate, increase or cancel any remaining unearned stock-based compensation expense.
Research and Development Expenditures
Research and development expenditures are charged to expense in the period incurred.
Shipping and Handling Costs
Shipping and handling costs are included as cost of revenues in the period during which the products ship.
Sales Taxes
Sales taxes are presented on a net basis (excluded from revenues) in the consolidated statements of operations.
Right-of-Use Assets and Lease Liabilities
We determine if an arrangement contains a lease at inception and determine the classification of the lease, as either operating or finance, at commencement.
Right-of-use assets and lease liabilities are recorded based on the present value of future lease payments which factors in certain qualifying initial direct
costs incurred as well as any lease incentives received. If an implicit rate is not readily determinable, we utilize inputs from third-party lenders to determine
the appropriate discount rate. Lease expense for operating lease payments are recognized on a straight-line basis over the lease term. Finance leases incur
interest expense using the effective interest method in addition to amortization of the leased asset on straight-line basis, both over the applicable lease term.
Lease terms may factor in options to extend or terminate the lease.
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1. Description of Business and Summary of Significant Accounting Policies (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
We adhere to the short-term lease recognition exemption for all classes of assets (i.e., facilities and equipment). As a result, leases with an initial term of
twelve months or less are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. In addition, for certain
equipment leases, we account for lease and non-lease components, such as services, as a single lease component as permitted.
Warranty
We generally provide a one to three years warranty from the original invoice date on all products, materials and workmanship. Products sold to various
original equipment manufacturer customers sometimes carry longer warranties. Defective products will be either repaired or replaced, usually at our option,
upon meeting certain criteria. We accrue a provision for the estimated costs that may be incurred for product warranties relating to a product as a
component of cost of sales at the time revenue for that product is recognized. The accrued warranty reserve is included within accrued liabilities in the
accompanying consolidated balance sheets. We do not provide any service-type warranties.
Repair and Maintenance Costs
We incur repair and maintenance costs in the normal course of business. Should the repair or maintenance result in a permanent improvement to one of our
leased facilities, the cost is capitalized as a leasehold improvement and amortized over its useful life or the remainder of the lease period, whichever is
shorter. Non-permanent repair and maintenance costs are charged to expense as incurred.
Comprehensive Loss
The difference between net income (loss) and comprehensive income (loss) was de minimis for Fiscal 2022, Fiscal 2021 and Fiscal 2020.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.
This update requires that certain financial assets be measured at amortized cost net of an allowance for estimated credit losses such that the net receivable
represents the present value of expected cash collection. In addition, this standard update requires that certain financial assets be measured at amortized cost
reflecting an allowance for estimated credit losses expected to occur over the life of the assets. The estimate of credit losses must be based on all relevant
information including historical information, current conditions and reasonable and supportable forecasts that affect the collectability of the amounts. In
November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases
(Topic 842): Effective Dates, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for all entities except SEC
reporting companies that are not smaller reporting companies. As a smaller reporting company, ASU 2016-13 will now be effective for our fiscal year 2024
beginning April 1, 2023; however, early adoption is permitted. We are currently evaluating the timing and impact of adopting ASU 2016-13 on our
consolidated financial statements.
2. Supplementary Financial Information
Inventories
The following table presents details regarding our inventories:
Materials and supplies
Work in process
Finished goods
53
March 31,
2022
2021
(In thousands)
$
$
5,680 $
200
2,100
7,980 $
2,714
435
1,917
5,066
Table of Contents
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
2. Supplementary Financial Information (Continued)
Property and Equipment, net
The following table presents details of our property and equipment, net:
Equipment
Leasehold improvements
Accumulated depreciation
March 31,
2022
2021
(In thousands)
$
$
6,825 $
3,117
(8,550)
1,392 $
6,806
3,046
(7,929)
1,923
Depreciation expense was approximately $0.8 million, $0.7 million and $0.8 million in Fiscal 2022, Fiscal 2021 and Fiscal 2020, respectively.
Approximately $0.2 million, $0.2 million, and $0.3 million of the depreciation expense was recorded to cost of revenues, and approximately $0.6 million,
$0.5 million, and $0.5 million was recorded to operating expenses in Fiscal 2022, Fiscal 2021 and Fiscal 2020, respectively, in the accompanying
consolidated statements of operations.
Intangible Assets
The following table presents details regarding our intangible assets:
Gross
Carrying
Amount
March 31, 2022
Accumulated
Amortization
Net
Book
Value
Gross
Carrying
Amount
(In thousands)
March 31, 2021
Accumulated
Amortization
Net
Book
Value
Technology
Customer contracts / relationships
Trade names and non-compete agreements
Capitalized software development costs
Total
$
$
4,986 $
(2,519) $
2,467 $
4,986 $
(1,594) $
9,550
782
5,900
21,218 $
(2,959)
(753)
(3,207)
(9,438) $
6,591
29
2,693
11,780 $
9,550
782
5,177
20,495 $
(1,547)
(683)
(2,374)
(6,198) $
3,392
8,003
99
2,803
14,297
Amortization expense for intangible assets subject to amortization was approximately $3.2 million, $2.0 million and $1.3 million for Fiscal 2022, Fiscal
2021 and Fiscal 2020, respectively. Approximately $0.6 million, $0.5 million and $0.5 million of the intangible asset amortization was recorded to cost of
revenues, and approximately $2.7 million, $1.5 million and $0.8 million was recorded to amortization expense for Fiscal 2022, Fiscal 2021 and Fiscal
2020, respectively, in the consolidated statements of operations. The weighted average remaining useful lives of the intangible assets as of March 31, 2022
is 4.2 years.
We have one indefinite useful life intangible asset, with de minimis carrying value, which was included in trade names and non-complete agreements. Our
net customer contracts/relationships have a useful life of 6 years. Our net trade names and non-compete agreements have a useful life of 3 years. Our net
capitalized software development costs of approximately $2.7 million and $2.8 million primarily consisted of our Oracle Enterprise Resource Planning
system design and implementation of approximately $1.4 million and $1.7 million as of March 31, 2022 and 2021, respectively, which has a useful life of
10 years.
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Notes to Consolidated Financial Statements (Continued)
March 31, 2022
2. Supplementary Financial Information (Continued)
As of March 31, 2022, the future estimated amortization expense is as follows:
Year Ending March 31,
(In thousands)
2023
2024
2025
2026
2027
Thereafter
The future estimated amortization expense does not include the indefinite useful life intangible asset described above.
Goodwill
The following table presents the carrying value of our goodwill for Fiscal 2022, Fiscal 2021 and Fiscal 2020:
Balance—March 31, 2022
Goodwill
Acquired goodwill (see Note 12)
Accumulated impairment losses
Balance—March 31, 2021
Goodwill
Acquired goodwill (see Note 12)
Accumulated impairment losses
Balance—March 31, 2020
Goodwill
Acquired goodwill (Note 12)
Accumulated impairment losses
Warranty Reserve Activity
3,198
3,021
2,538
1,298
1,095
618
11,768
Total
36,310
—
(7,970)
28,340
28,560
7,750
(7,970)
28,340
23,120
5,440
(7,970)
20,590
$
$
$
$
$
$
$
The following table presents activity with respect to the warranty reserve:
Balance at beginning of fiscal year
Additions charged to cost of sales
Warranty claims
Balance at end of fiscal year
2022
Year Ended March 31,
2021
(In thousands)
2020
$
$
569 $
238
(191)
616 $
416 $
508
(355)
569 $
463
649
(696)
416
55
Table of Contents
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
2. Supplementary Financial Information (Continued)
Earnings Per Share
The following table sets forth the computation of basic and diluted income (loss) from continuing operations per share:
Numerator:
Net income (loss) from continuing operations
Net income (loss) from discontinued operations, net of tax
Net income (loss)
Denominator:
Weighted average common shares used in basic computation
Dilutive stock options
Weighted average common shares used in diluted computation
Basic:
Net income (loss) per share from continuing operations:
Net income (loss) per share from discontinued operations:
Net income (loss) per basic share
Diluted:
Net income (loss) per share from continuing operations:
Net income (loss) per share from discontinued operations:
Net income (loss) per diluted share
Year Ended March 31,
2022
2021
2020
(In thousands, except per
share amounts)
$
$
$
$
$
$
$
$
(6,900) $
(180)
(7,080) $
42,222
—
42,222
(0.16) $
— $
(0.16) $
(0.16) $
— $
(0.16) $
491 $
9,643
10,134 $
41,176
423
41,599
0.01 $
0.23 $
0.24 $
0.01 $
0.23 $
0.24 $
(1,758)
(3,852)
(5,610)
39,012
—
39,012
(0.04)
(0.10)
(0.14)
(0.04)
(0.10)
(0.14)
The following instruments were excluded for purposes of calculating weighted average common share equivalents in the computation of diluted income
(loss) per share from continuing operations as their effect would have been anti-dilutive for the years ended March 31, 2022, 2021, and 2020:
Stock options
Restricted stock units
3. Discontinued Operations
2022
Year Ended March 31,
2021
(In thousands)
2020
3,857
386
3,935
126
6,190
110
On May 5, 2020, the Company completed the sale of substantially all of our assets used in connection with our Agriculture and Weather Analytics business
to DTN, an operating company of TBG AG, a Swiss-based holding company, pursuant to the AWA Purchase Agreement signed on May 2, 2020, in
exchange for a total purchase consideration of $12.0 million in cash, subject to working capital adjustments. Upon closing, the Company received
$10.5 million in cash and $1.5 million of payment was deferred. DTN paid the Company $1.45 million at the 12-month anniversary of the closing date, and
$0.05 million at the 18-month anniversary of the closing date. The parties also entered into certain ancillary agreements at the closing of the transaction that
will provide Iteris with ongoing access to weather and pavement data that it integrates into its transportation software products, and a joint development
agreement under which the parties agreed to pursue future joint opportunities in the global transportation market.
The sale of the Agriculture and Weather Analytics business was a result of the Company’s shift in strategy to focus on its smart mobility infrastructure
management solutions and to capitalize on the potential for a future partnership upon the sale of this business component to DTN. We have determined that
the Agriculture and Weather Analytics business, which constituted one of our operating segments prior to first quarter of Fiscal 2021, qualifies as a
discontinued operation in accordance with the criteria set forth in ASC 205-20, Presentation of Financial Statements – Discontinued Operations.
56
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3. Discontinued Operations (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
On May 5, 2020, the Company also entered into a transition services agreement (“TSA”) with DTN, pursuant to which the Company agreed to support the
information technology and accounting functions of the Agriculture and Weather Analytics business for a period up to 12 months and DTN agreed to
provide the contract administration/account management services for certain contracts of the Company and other transition services. Either party may make
any reasonable request to extend the period of time the other party shall provide a transition service beyond the initial service period or access to additional
services that are necessary for the transition of the operations and business. The income and costs associated with the TSA for the year ended March 31,
2022 were de minimis, as compared to approximately $0.2 million in income and approximately $0.1 million in costs for the year ended March 31, 2021,
which were included in Other income (expense) on the accompanying consolidated statement of operations.
The related assets and liabilities of the Agriculture and Weather Analytics business were reclassified to assets and liabilities of discontinued operations as
of March 31, 2022 and March 31, 2021 on the accompanying consolidated balance sheets. The following table is a summary of major classes of assets and
liabilities of discontinued operations:
Assets
Trade accounts receivable, net of allowance for doubtful accounts
Unbilled accounts receivable
Prepaid expenses and other current assets
Total current assets of discontinued operations
Property and equipment, net
Right-of-use assets
Other classes of assets that are not major
Total noncurrent assets of discontinued operations
Total assets of discontinued operations
Liabilities
Trade accounts payable
Accrued liabilities
Accrued payroll and related expenses
Deferred revenue
Current Lease Liabilities
Total current liabilities of discontinued operations
Noncurrent Lease liabilities
Total liabilities of discontinued operations
March 31, 2022
March 31, 2021
(In thousands)
$
$
$
$
$
— $
—
—
—
—
6
—
6
6 $
— $
—
63
—
100
163
172
335 $
—
—
—
—
—
78
—
78
78
—
—
—
—
94
94
261
355
The results of operations for the Agriculture and Weather Analytics business were included in net income (loss) from discontinued operations on the
accompanying consolidated statements of operations. The following table provides information regarding the results of discontinued operations:
57
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3. Discontinued Operations (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
Service revenue
Cost of service revenues
Gross profit
Operating expenses:
Selling, general and administration
Research and development
Restructuring charges
Total operating expenses
Operating loss from discontinued operations
Other income, net
Loss from discontinued operation before income tax
Income tax expense
Net loss from discontinued operations
Gain on disposal of discontinued operations before income tax
Income tax expense on gain on disposal
Gain on disposal of discontinued operations after income tax
Net income (loss) from discontinued operations
2022
$
$
Year Ended March 31,
2021
2020
— $
—
—
180
—
—
180
(180)
—
(180)
(180)
—
—
—
(180) $
695 $
350
345
780
407
837
2,024
(1,679)
72
(1,607)
(47)
(1,654)
11,315
(18)
11,297
9,643 $
6,714
2,566
4,148
3,718
4,282
—
8,000
(3,852)
—
(3,852)
—
(3,852)
—
—
—
(3,852)
The following table provides information on the gain recorded on the sale of the Agriculture and Weather Analytics business for the year ended March 31,
2021. These amounts reflect the closing balance sheet of the Agriculture and Weather Analytics business upon the closing of the sale on May 5, 2020 (in
thousands).
Initial proceeds from sale, net of transaction costs
Closing working capital adjustment
Deferred payments of purchase price
Total consideration, net of transaction costs
Trade accounts receivable, net of allowance for doubtful accounts
Unbilled accounts receivable
Other classes of assets that are not major
Total Agriculture and Weather Analytics business assets
Trade accounts payable
Deferred revenue
Total Agriculture and Weather Analytics business liabilities
Gain on sale of Agriculture and Weather Analytics business
$
$
9,440
250
1,500
11,190
1,060
488
194
1,742
349
1,518
1,867
11,315
The initial proceeds were net of transaction costs of approximately $1.1 million.
4. Restructuring Activities
On April 30, 2020, in connection with the sale of the Agriculture and Weather Analytics business, the Board of Directors of Iteris, Inc. approved
restructuring activities to better position the Company for increased profitability and growth, and the Company incurred total restructuring charges of
approximately $1.5 million, primarily resulting from a separation for certain
58
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4. Restructuring Activities (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
employees who did not transition to DTN, additional positions that were eliminated to right-size the cost structure of the Company and lease impairment
related to our Grand Forks, North Dakota facility.
As of March 31, 2022, we did not accrue any amounts for severance and benefits related to the restructuring activities in accrued payroll and related
expenses in the accompanying consolidated balance sheet. Our restructuring activities during the fiscal year ended March 31, 2022 were as follows (in
thousands):
Balance at March 31, 2021
Cash payments
Adjustment to estimated expenses
Balance at March 31, 2022
5. Fair Value Measurements
$
$
100
(79)
(21)
—
We did not have any material financial assets or liabilities measured at fair value on a recurring basis using Level 3 inputs as of March 31, 2022 or 2021.
Our non-financial assets, such as goodwill, intangible assets, property and equipment, securities held in the deferred compensation plan and the liabilities
associated with the deferred compensation plan, and acquired assets and liabilities assumed are measured at fair value on a non-recurring basis, generally
when there is a transaction involving those assets. In Fiscal 2022, Fiscal 2021 and Fiscal 2020, Level 3 inputs were used to evaluate the fair value of the
contingent consideration and goodwill of the Company. No other non-financial assets were measured at fair value as of March 31, 2022 and March 31,
2021.
The following tables present the Company's financial assets and liabilities that are recorded at fair value on a recurring basis, segregated among the
appropriate levels within the fair value hierarchy:
Assets:
Level 1:
Money market funds
Securities held in deferred compensation plan (1)
Subtotal
Level 2:
Commercial paper
Corporate notes and bonds
US treasuries
Subtotal
Total
Liabilities:
Level 1:
Deferred compensation plan liabilities (2)
Level 3:
Contingent consideration (3)
Total
Amortized
Cost
As of March 31, 2022
Gross
Unrealized
Loss
Gross
Unrealized
Gain
(In thousands)
Estimated
Fair Value
$
71 $
—
$
— $
998
1,069
7,499
—
7,798
15,297
16,366 $
(106)
(106)
—
—
—
—
(106)
1,013 $
(106)
600
1,613 $
— —
(106)
$
$
$
73
73
—
—
—
—
73 $
72 $
—
72 $
$
$
$
59
71
965
1,036
7,499
—
7,798
15,297
16,333
979
600
1,579
Table of Contents
5. Fair Value Measurements (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
Level 1:
Money market funds
Securities held in deferred compensation plan (1)
Subtotal
Level 2:
Commercial paper
Corporate notes and bonds
US treasuries
Subtotal
Total
Liabilities:
Level 1:
Deferred compensation plan liabilities (2)
Level 3:
Contingent consideration (3)
Total
Amortized
Cost
As of March 31, 2021
Gross
Unrealized
Loss
Gross
Unrealized
Gain
(In thousands)
Estimated
Fair Value
$
4,676 $
— $
— $
89
4,765
4,999
1,085
4,600
10,684
15,449 $
100 $
600 $
700 $
$
$
$
$
—
—
—
—
—
—
— $
— $
— $
— $
11
11
—
—
—
—
11 $
11 $
— $
11 $
4,676
100
4,776
4,999
1,085
4,600
10,684
15,460
111
600
711
(1) Included in prepaid expenses and other current assets on the Company’s consolidated balance sheet.
(2) Included in accrued payroll and related expenses on the Company’s consolidated balance sheet.
(3) Included in other long-term liabilities on the Company’s consolidated balance sheet.
Unrealized losses related to these investments are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell, and it is
not more likely than not that we would be required to sell, these investments before recovery of their cost basis. As a result, there is no other-than-
temporary impairment for these investments as of March 31, 2022.
60
Table of Contents
6. Income Taxes
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
The components of current and deferred federal and state income tax (benefit) provision are as follows:
Income (loss) from continuing operations before income taxes
Current income tax provision:
Federal
State
Total current tax provision
Deferred income tax provision:
Federal
State
Total deferred tax provision
Provision for income taxes on continuing operations
Income (loss) from continuing operations, net of taxes
2022
Year Ended March 31,
2021
(In thousands)
2020
$
(6,726) $
606 $
(1,598)
—
75
75
33
66
99
174
(6,900) $
$
0
67
67
21
27
48
115
491 $
—
34
34
105
21
126
160
(1,758)
The reconciliation of our income tax (benefit) provision to taxes computed at U.S. federal statutory rates is as follows:
Provision (benefit) for income taxes at statutory rates
State income taxes net of federal benefit
Tax credits
Compensation charges
Change in valuation allowance
Other
Provision for income taxes
61
2022
Year Ended March 31,
2021
(In thousands)
2020
$
$
(1,422) $
(559)
(141)
34
2,169
93
174 $
90 $
(177)
(663)
313
523
29
115 $
(1,095)
(198)
(658)
151
1,913
47
160
Table of Contents
6. Income Taxes (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
The components of deferred tax assets and liabilities are as follows:
Deferred tax assets:
Net operating losses
Capitalized R&D
Credit carry forwards
Deferred compensation and payroll
Bad debt allowance and other reserves
Property and equipment
Acquired intangibles
Other, net
Total deferred tax assets
Valuation allowance
Total deferred tax assets, net of valuation allowance
Deferred tax liabilities:
Acquired intangibles
Goodwill
Total deferred tax liabilities
Net deferred tax liabilities
March 31,
2022
2021
(In thousands)
3,980 $
1,808
4,530
2,902
1,299
297
129
171
15,116
(14,552)
564
—
(901)
(901)
(337) $
2,186
2,282
4,088
2,475
930
354
—
765
13,080
(12,349)
731
(297)
(672)
(969)
(238)
$
$
At March 31, 2022, we had $3.3 million in federal research credits that begin to expire in 2031 and $1.5 million in state tax credits that begin to expire in
2023. We had $16.0 million of federal net operating loss carryforwards at March 31, 2022 that do not expire as a result of recent tax law changes. We also
had $9.9 million of state net operating loss carryforwards at March 31, 2022 that begin to expire in 2031.
In assessing the realizability of our deferred tax assets, we review all available positive and negative evidence, including reversal of deferred tax liabilities,
potential carrybacks, projected future taxable income, tax planning strategies and recent financial performance. As the Company has sustained a cumulative
pre-tax loss over the trailing three years, we considered it appropriate to maintain valuation allowances of $14.6 million and $12.3 million against our
deferred tax assets at March 31, 2022 and 2021, respectively. We intend to continue maintaining a full valuation allowance on our deferred tax assets until
there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given our current earnings and anticipated future
earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to
reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the
recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount
of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.
On March 27, 2020, the CARES Act was enacted in response to the Pandemic. The CARES Act contains numerous income tax provisions, such as relaxing
limitations on the deductibility of interest and the use of net operating losses arising in taxable years beginning after December 31, 2017. The income tax
provisions of the CARES Act had an immaterial impact on our current taxes, deferred taxes, and uncertain tax positions of the Company in the year ended
March 31, 2022. The CARES Act also allows for the deferral of payroll taxes, as well as the immediate refund of federal Alternative Minimum Tax credits,
which had previously been made refundable over a period of four years by the Tax Cuts and Jobs Act of 2017. The Company is utilizing the provision of
the CARES Act allowing for the deferral of payroll taxes as of March 31, 2022.
Unrecognized Tax Benefits
As of March 31, 2022 and 2021, our gross unrecognized tax benefits were approximately $1.2 million and $1.1 million, respectively, of which
approximately $1.1 million and $1.0 million, respectively, are netted against certain noncurrent deferred
62
Table of Contents
6. Income Taxes (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
tax assets. The amounts that would affect our effective tax rate if recognized are approximately $1.1 million and $1.0 million, respectively.
A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows:
Gross unrecognized tax benefits at beginning of year
Increases for tax positions taken in prior years
Decreases for tax positions taken in prior years
Increases for tax positions taken in the current year
Lapse in statute of limitations
Gross unrecognized tax benefits at March 31
2022
Year Ended March 31,
2021
(In thousands)
2020
$
$
1,079 $
—
(29)
159
(11)
1,198 $
952 $
35
—
104
(12)
1,079 $
687
101
—
180
(16)
952
We do not anticipate a significant change in gross unrecognized tax benefits within the next twelve months. We are subject to taxation in the U.S. and
various state tax jurisdictions. We are subject to U.S. federal tax examination for fiscal tax years ended March 31, 2019 or later, and state and local income
tax examination for fiscal tax years ended March 31, 2018 or later. However, if net operating loss carryforwards that originated in earlier tax years are
utilized in the future, the amount of such NOLs from such earlier years remain subject to review by tax authorities.
7. Commitments and Contingencies
Litigation and Other Contingencies
As a provider of traffic engineering services, hardware products, software and other various solutions for the traffic and agricultural industries, the
Company is, and may in the future from time to time, be involved in litigation relating to claims arising out of its operations in the normal course of
business. While the Company cannot accurately predict the outcome of any such litigation, the Company is not a party to any legal proceeding, the
outcome of which, in management's opinion, individually or in the aggregate, would have a material effect on the Company's consolidated results of
operations, financial position or cash flows.
8. Right-of-Use Assets and Lease Liabilities
We have various operating leases for our offices, office equipment and vehicles in the United States. These leases expire at various times through 2029.
Certain lease agreements contain renewal options from 1 year to 5 years, rent abatement, and escalation clauses that are factored into our determination of
lease payments when appropriate.
63
Table of Contents
8. Right-of-Use Assets and Lease Liabilities(Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
The table below presents lease-related assets and liabilities recorded on the consolidated balance sheet as follows:
Classification
March 31, 2022
(In thousands)
Assets
Operating lease right-of-use-assets - continuing operations
Operating lease right-of-use-assets - discontinued operation
Right-of-use assets
Noncurrent assets of discontinued operations
Total operating lease right-of-use-assets
Liabilities
Operating lease liabilities (short-term) - continuing operations
Operating lease liabilities (short-term) - discontinued operation
Total operating lease liabilities (short-term)
Operating lease liabilities (long-term) - continuing operations
Operating lease liabilities (long-term) - discontinued operation
Total operating lease liabilities (long-term)
Total operating lease liabilities
Lease Costs
Accrued liabilities
Current liabilities of discontinued operations
Lease liabilities
Noncurrent liabilities of discontinued operations
$
$
$
$
11,382
6
11,388
1,447
100
1,547
10,763
172
10,935
12,482
For Fiscal 2022, Fiscal 2021 and Fiscal 2020, lease costs totaled approximately $2.9 million, $2.7 million and $2.6 million, respectively. The Company
currently has no variable lease costs.
Supplemental Information
The table below presents supplemental information related to operating leases during the fiscal year ended March 31, 2022 (in thousands, except weighted
average information):
Cash paid for amounts included in the measurement of operating lease liabilities
Right-of-use assets obtained in exchange for new operating lease liabilities
Weighted average remaining lease term
Weighted average discount rate
Undiscounted Cash Flows
$
$
2,795
2,544
5
4.8 %
The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities
recorded on the consolidated balance sheet as of March 31, 2022:
64
Table of Contents
8. Right-of-Use Assets and Lease Liabilities(Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
Fiscal Year Ending March 31,
(In thousands)
2023
2024
2025
2026
2027
Thereafter
Total lease payments
Less imputed interest
Present value of future lease payments
Less current obligations under leases
Long-term lease obligations
9. Stockholders' Equity
Preferred Stock
Operating Leases
Sublease Income
Net Operating
Leases
$
$
2,114 $
2,809
2,587
2,336
2,391
2,097
14,334 $
(1,852)
12,482
(1,547)
10,935
9 $
—
—
—
—
—
9 $
2,105
2,809
2,587
2,336
2,391
2,097
14,325
Our certificate of incorporation provides for the issuance of up to 2,000,000 shares of preferred stock. Our Board of Directors is authorized to issue from
time to time such authorized but unissued shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any
qualifications, limitations or restrictions of the shares of each such series, including the dividend, conversion, voting, redemption and liquidation rights. As
of March 31, 2022 and 2021, there were no outstanding shares of preferred stock, and we do not currently have plans to issue any shares of preferred stock.
In August 2009, our Board of Directors adopted a stockholder rights plan, which calls for preferred stock purchase rights (each, a "Right") to be distributed,
as a dividend, at the rate of one Right for each share of common stock held as of September 3, 2009. Each Right will entitle holders of common stock to
buy one one-thousandth of one share of Series A Junior Participating Preferred Stock of Iteris. A further description and terms of the Rights are set forth in
the Rights Agreement dated August 20, 2009 (as amended in August 2012) by and between Iteris and Computershare Trust Company, N.A.
("Computershare"), as rights agent. In connection with the stockholder rights plan, our Board of Directors approved the adoption of a Certificate of
Designations, which created the Series A Junior Participating Preferred Stock, and likewise authorized the filing of a Certification of Elimination to
eliminate the two series of junior participating preferred stock, which were originally created in April 1998 in connection with our previous stockholder
rights plan which expired in 2008. Effective on September 28, 2018, an amendment was entered into by and between Iteris and Computershare to
accelerate the expiration of the Rights from August 20, 2019 to September 28, 2018, wherein all of the Rights distributed to the holders of the Company's
common stock pursuant to the Rights Agreement expired.
Common Stock Reserved for Future Issuance
The following summarizes common stock reserved for future issuance at March 31, 2022:
Stock options outstanding
Restricted stock units outstanding
Performance stock units outstanding
Authorized for future issuance under stock incentive plans
Total common stock reserved for future issuance at March 31, 2022
10. Employee Benefit Plans
65
Number of Shares
(In thousands)
5,943
451
115
2,990
9,499
Table of Contents
10. Employee Benefit Plans (Continued)
Stock Incentive Plans
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
In September 2007, our stockholders approved the 2007 Omnibus Incentive Plan (the "2007 Plan"), which provides that options to purchase shares of our
unissued common stock may be granted to our employees, officers, consultants and directors at exercise prices which are equal to or greater than the
market value of our common stock on the date of grant. The 2007 Plan also allows for the issuance of stock appreciation rights, restricted stock, restricted
stock units ("RSUs") and other stock-based awards based on the value of our common stock. New shares are issued to satisfy stock option exercises and
share issuances under the 2007 Plan. In September 2009, our stockholders approved an amendment to increase the number of shares of our common stock
authorized and reserved for issuance under the 2007 Plan by 800,000 shares to a total of 1,650,000 shares. In September 2012, our stockholders approved
an amendment to increase the number of shares of our common stock authorized and reserved for issuance under the 2007 Plan by 800,000 shares to a total
of 2,450,000 shares. In October 2014, our stockholders approved an amendment of the 2007 Plan to increase the number of shares of common stock
authorized for issuance under the 2007 Plan by an additional 1,500,000 shares to a total of 3,950,000 shares. In September 2015, our stockholders approved
an amendment of the 2007 Plan to increase the number of shares of common stock authorized for issuance under the 2007 Plan by an additional 1,000,000
shares to a total of 4,950,000 shares. In December 2016, our stockholders approved the 2016 Omnibus Incentive Plan (the "2016 Plan") which allows for
the issuance of stock options, stock appreciation rights, restricted stock, RSUs, cash incentive awards and other stock-based awards to our employees,
officers, consultants and directors at exercise prices which are equal to or greater than the market value of our common stock on the date of grant. Options
expire no more than ten years after the date of grant and generally vest at the rate of 25% on each of the first 4 years anniversaries of the grant date. Stock
appreciation rights, restricted stock, RSUs and other stock-based awards are based on the value of our common stock. New shares are issued to satisfy
stock option exercises and share issuances under the 2016 Plan. In September 2021, our stockholders approved an amendment of the 2016 Plan to increase
the number of shares of common stock authorized for issuance under the 2016 Plan by an additional 3,360,000 shares.
We currently maintain two stock incentive plans, the 2007 Omnibus Incentive Plan (the "2007 Plan") and the 2016 Omnibus Incentive Plan (the "2016
Plan"). Of these plans, we may only grant future awards from the 2016 Plan. The 2016 Plan allows for the issuance of stock options, stock appreciation
rights, restricted stock, restricted stock units ("RSUs"), cash incentive awards and other stock-based awards. At March 31, 2022, there were approximately
3.0 million shares of common stock available for grant or issuance under the 2016 Plan. Total stock options vested and expected to vest were approximately
5.9 million as of March 31, 2022.
Stock Options
A summary of activity in the Omnibus Incentive Plans with respect to our stock options for Fiscal 2022 is as follows:
Options outstanding at March 31, 2021
Granted
Exercised
Forfeited
Expired
Options outstanding at March 31, 2022
Weighted
Average
Exercise
Price Per
Share
Weighted
Average
Remaining
Contractual
Life
(Years)
Aggregate
Intrinsic
Value
(In thousands)
Options
(In thousands)
5,623 $
932
(489)
(123)
—
5,943
4.10
4.95
2.89
4.88
—
4.32
6.8
11,659
6.5
974
As of March 31, 2022, approximately 3,769,000 stock options were exercisable.
Restricted Stock Units
RSU awards are stock-based awards that entitle the holder to receive one share of our common stock for each RSU upon vesting. RSUs granted under the
2007 Plan vest at the rate of 25% on each of the first four anniversaries of the grant date provided that the holder remains in service (as defined by the 2007
Plan) as of the vesting date. RSUs granted under the 2016 Plan vest at varying terms between 1 year and 4 years anniversaries of the grant date provided
that the holder remains in service
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10. Employee Benefit Plans (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
(as defined by the 2016 Plan) as of the vesting date. The fair value per RSU is determined based on the closing market price of our common stock on the
grant date.
A summary of activity with respect to our RSUs for Fiscal 2022 is as follows:
RSUs outstanding at March 31, 2021
Granted
Vested
Forfeited
RSUs outstanding at March 31, 2022
Performance Stock Units
# of Shares
(In thousands)
Weighted
Average
Price Per
Share
Weighted
Average
Remaining
Life
(Years)
Aggregate
Intrinsic
Value
(In thousands)
448 $
191
(184)
(4)
451
4.08
5.00
4.92
4.80
4.12
7.8
2,764
7.5
1,271
The Company has granted a total "target" number of 132,403 PSUs to our executive officers. Between 0% and 160% of the PSUs will be eligible
to vest based on average annual performance during the three-year performance period relative to the revenues per share and cash flow from operations
objectives to be established by the Compensation Committee at the beginning of each year. In addition, the final PSU vesting based on the revenues per
share and cash flow from operations performance will be subject to a modifier between .75x-1.25x based on the Company's total shareholder return relative
to the Russell 2000 during the performance period, for a maximum achievement percentage of 200% of the "target" number of PSUs. The PSUs are
amortized over a derived service period of 3 years. The value and the derived service period of the PSUs were estimated using the Monte-Carlo simulation
model. The following table summarizes the details of the performance stock units:
PSUs outstanding at March 31, 2021
Granted
Forfeited
PSUs outstanding at March 31, 2022
Stock-Based Compensation
# of Shares
(In thousands)
Weighted Average
Price Per Share
$
68
64
(17)
115
5.47
7.26
6.37
6.33
The following table presents stock-based compensation expense that is included in each functional line item in our consolidated statements of operations:
Cost of revenues
General and Administrative
Sales and marketing
Research and development expense
Restructuring activities
Loss from discontinued operations
Total stock-based compensation
2022
Year Ended March 31,
2021
(In thousands)
2020
$
$
242 $
2,574
340
245
—
—
3,401 $
209 $
2,359
158
134
42
(57)
2,845 $
143
2,116
156
81
—
290
2,785
At March 31, 2022, there was approximately $4.6 million, $1.3 million and $0.4 million of unrecognized compensation expense related to unvested stock
options, RSUs, and PSUs respectively. This expense is currently expected to be recognized
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10. Employee Benefit Plans (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
over a weighted average period of approximately 2.8 years for stock options, 2.6 years for RSUs and 1.7 years for PSUs. If there are any modifications or
cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation
expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional stock
options, RSUs or other stock-based awards.
The grant date fair value of stock options granted was estimated using the following weighted-average assumptions:
Expected life—years
Risk-free interest rate
Expected volatility of common stock
Dividend yield
2022
Year Ended March 31,
2021
2020
7.2
1.5 %
49 %
0 %
6.7
1.0 %
47 %
0 %
6.8
2.2 %
47 %
0 %
Expected Life: The Company's expected life represents the weighted-average period that the Company's stock options are expected to be outstanding. The
expected life is based on expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously
granted options to derive employee behavioral patterns used to forecast expected exercise patterns.
Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury zero coupon yield curve in effect at the time of grant for the expected term
of the option.
Expected Volatility: The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on
the most recent volatility of the stock price over a period of time equivalent to the expected term of the option.
A summary of certain fair value and intrinsic value information pertaining to our stock options is as follows:
Weighted average grant date fair value per share of options granted
Intrinsic value of options exercised
Employee Incentive Programs
2022
Year Ended March 31,
2021
(In thousands, except
per share amounts)
2020
$
$
2.58 $
1,966 $
2.38 $
1,494 $
2.52
378
Under the terms of a Profit Sharing Plan, we may contribute to a trust fund such amounts as determined annually by the Board of Directors. No
contributions were made during the fiscal years ended March 31, 2022, 2021 and 2020.
We sponsor a defined contribution 401(k) plan (the "401(k) Plan"), adopted in 1990, under which eligible employees voluntarily contribute to the plan, up
to IRS maximums, through payroll deductions. We match up to 50% of contributions, up to a stated limit, with all matching contributions being fully vested
after one month of service. Our matching contributions under the 401(k) Plan were approximately $1.8 million, $1.4 million and $1.3 million for Fiscal
2022, Fiscal 2021 and Fiscal 2020, respectively.
Other Stock-Based Compensation Plans
Beginning January 1, 2018, the Company adopted an ESPP which allows employees to withhold a percentage of their base compensation to purchase the
Company's common stock at 95% of the lower of the fair market at the beginning of the offering period and on the last trading day of the offering period.
There are two offering periods during a calendar year, which consist of the six months beginning each January 1 and July 1. Employees may contribute 1-
15% of their eligible gross pay up to a $0.03 million annual stock value limit. During Fiscal 2022, Fiscal 2021, and Fiscal 2020, 95,000, 97,000 and 91,000
shares, respectively, were purchased. The ESPP is considered a non-compensatory plan and accordingly no compensation expense is recorded in
connection with this benefit.
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10. Employee Benefit Plans (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
As of March 31, 2022, approximately $0.1 million of cash was restricted for the purchase of shares under the ESPP and is recorded as restricted cash in the
accompanying consolidated balance sheets.
Deferred Compensation Plan
Effective October 1, 2020, the Company adopted the Iteris, Inc. Non Qualified Deferred Compensation Plan (the "DC Plan"). The DC Plan consists of two
plans, one that is intended to be an unfunded arrangement for eligible key employees who are part of a select group of management or highly compensated
employees of the Company within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and one for the benefit of non-employee members of
our Board of Directors. Key employees, including our executive officers, and our non-employee directors who are notified regarding their eligibility to
participate and delivered the DC Plan enrollment materials are eligible to participate in the DC Plan. Under the DC Plan, we will provide participants with
the opportunity to make annual elections to defer a percentage of their eligible cash compensation and equity awards. A participant is always 100% vested
in his or her own elective cash deferrals and any earnings thereon. Elective deferrals of equity awards are credited to a bookkeeping account established in
the name of the participant with respect to an equivalent number of shares of our common stock, and such credited shares are subject to the same vesting
conditions as are applicable to the equity award subject to the election. The Company established a rabbi trust to finance our obligations under the DC Plan
with corporate-owned life insurance policies on participants, and the assets held within this trust are subject to the claims of the Company's creditors.
As of March 31, 2022, the amount invested under the DC Plan totaled approximately $1.0 million and are classified as trading securities, which are
recorded at fair market value with changes recorded as adjustments to other income. This amount is included in prepaid expenses and other current assets
on the consolidated balance sheets.
As of March 31, 2022, the vested amounts under the DC Plan totaled $1.0 million and are included in accrued payroll and related expenses on the
consolidated balance sheets. Changes in the deferred compensation plan liabilities are recorded as an adjustment to compensation expense.
As of March 31, 2022, no equity awards were deferred and held in the rabbi trust. The shares deferred and held in the rabbi trust will be classified as
treasury stock, and the liability to participating employees will be classified as deferred compensation obligations in the stockholders' equity section of the
consolidated balance sheets. The number of shares needed to settle the liability for deferred compensation obligations will be included in the denominator
in both the basic and diluted earnings per share calculations.
Employment Inducement Incentive Plan
On December 4, 2020, the Board of Directors approved the Iteris, Inc. 2020 Employment Inducement Incentive Award Plan (the “Inducement Plan”) in
conjunction with the TrafficCast acquisition. The terms of the Inducement Plan are substantially similar to the terms of the Company’s 2016 Omnibus
Incentive Plan with the exception that incentive stock options may not be granted under the Inducement Plan. The Inducement Plan was adopted by the
Board of Directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
The Board of Directors has initially reserved 300,000 shares of the Company’s common stock for issuance pursuant to awards granted under the
Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to an employee
who has not previously been an employee or member of the Board of Directors of the Company or any parent or subsidiary, or following a bona fide period
of non-employment by the Company or a parent or subsidiary, and only if he or she is granted such award in connection with his or her commencement of
employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such
subsidiary.
During the fiscal year ended March 31, 2021, the Company granted 95,000 stock options and 84,914 restricted stock units to TCI employees under the
Inducement Plan. There were no awards granted under the Inducement Plan during the year ended March 31, 2022. No further awards will be granted
under the Inducement Plan, although the outstanding awards under the Inducement Plan remain outstanding in accordance with their terms.
11. Stock Repurchase Program
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11. Stock Repurchase Program (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2020
In August 2011, our Board of Directors approved a stock repurchase program pursuant to which we were authorized to acquire up to $3.0 million of our
outstanding common stock from time to time through August 2012. We repurchased approximately 964,000 shares under this original program for a total
purchase price of $1.3 million. On August 9, 2012, our Board of Directors cancelled the initial stock repurchase program and the approximate $1.7 million
of remaining funds, and approved a subsequent stock repurchase program pursuant to which we could acquire up to $3.0 million of our outstanding
common stock for an unspecified length of time. Under the program, we could repurchase shares from time to time in the open market and privately
negotiated transactions and block trades, and could also repurchase shares pursuant to a 10b5-1 trading plan during our closed trading windows, to the
extent such a 10b5-1 plan was in place. There was no guarantee as to the exact number of shares that would be repurchased. We could modify or terminate
the repurchase program at any time without prior notice. On November 6, 2014, our Board of Directors approved a $3.0 million increase to the Company's
existing stock repurchase program, pursuant to which the Company could continue to acquire shares of its outstanding common stock from time to time for
an unspecified length of time.
For our fiscal years ended March 31, 2022, 2021, and 2020 we did not repurchase any shares. From inception of the 2012 stock repurchase program
through March 31, 2022, we repurchased approximately 2,458,000 shares of our common stock for an aggregate price of approximately $4.3 million, at an
average price per share of $1.73. As of March 31, 2022, all repurchased shares have been retired and returned to their status as authorized and unissued
shares of our common stock. As of March 31, 2022, prior to the termination of the 2012 repurchase program, approximately $1.7 million remained
available for the repurchase of our common stock.
On May 12, 2022 the Board of Directors retired the previously approved plan and approved a new plan for the company to acquire up to $10.0 million of
our outstanding common stock for an unspecified length of time. Under the program, we may repurchase shares from time to time in the open market and
privately negotiated transactions and block trades, and may also repurchase shares pursuant to a 10b5-1 trading plan during our closed trading windows, to
the extent such a 10b5-1 plan is in place. There is no guarantee as to the exact number of shares that will be repurchased. We may modify or terminate the
repurchase program at any time without prior notice.
12. Acquisitions
TrafficCast Acquisition
On December 7, 2020, the Company completed the acquisition of the assets of TrafficCast, a privately held company headquartered in Madison, Wisconsin
that provides travel information technology, applications and content to media, mobile technology, automotive and public sector customers throughout
North America. Under the TrafficCast Purchase Agreement, Iteris purchased from TrafficCast substantially all of the assets used in the conduct of the
TrafficCast Business and assumed certain specified liabilities of the TrafficCast Business.
The aggregate acquisition-date fair value of the consideration transferred totaled approximately $17.7 million, which consisted of the following:
Cash
Security hold back
Acquisition-related liabilities
Contingent consideration
Total
Fair Value
(in thousands)
15,000
1,000
1,131
600
17,731
$
$
The security hold back relates to amounts held back as security for certain post-closing adjustments and post-closing indemnity obligations of TrafficCast,
and is included in other long-term liabilities on the consolidated balance sheets. Acquisition-related liabilities include customary post-closing adjustments,
as well as short term liabilities related to certain ancillary agreements that will provide Iteris with ongoing access to mapping and monitoring services.
These items are included in accrued liabilities on the consolidated balance sheets. Contingent consideration relates to a $1.0 million earn out, that if earned,
will be paid over two years based on the TrafficCast Business’ achievement of certain revenue targets. This item is included in other long-term liabilities on
the consolidated balance sheets.
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12. Acquisitions (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
The acquisition of TrafficCast has been accounted for as a business combination. We estimated the fair values of net assets acquired, and the
excess of the consideration transferred over the aggregate of such fair values was recorded as goodwill.
The following tables summarize the purchase price allocation (in thousands) as of December 7, 2020:
Trade accounts receivable
Unbilled accounts receivable
Inventories
Right-of-use assets
Property and equipment
Intangible assets
Goodwill
Other assets
Total assets acquired
Accounts payable
Deferred revenue
Lease liabilities
Other liabilities
Total liabilities assumed
Total purchase price
$
$
2,087
596
941
193
233
9,500
7,750
242
21,542
1,026
2,460
193
132
3,811
17,731
The fair values of the TrafficCast assets and liabilities noted above approximate their carrying values at December 7, 2020. There was no
difference between the fair value of trade accounts receivables and the gross contractual value of those receivables. There are no contractual cash flows
related to these receivables that are not expected to be collected. The Company believes the goodwill related to the acquisition was a result of the ability of
the Company to leverage its technology in the broader market, as well as offering cross-selling market exposure opportunities. Goodwill from the
acquisition of TrafficCast was initially allocated to the Company's Roadway Sensors and Transportation Systems reporting segments and upon the
reorganization described in Note 13, Business Segments, the goodwill has been reallocated to the Company's three new reporting units and will be included
in the annual review for impairment. The goodwill is fully deductible for tax purposes. The significant intangible assets identified in the purchase price
allocation include customer relationship and developed technology, which are amortized over their respective useful lives on a straight line basis which
approximates the underlying cash flows. To value the customer relationships, the Company utilized the income approach, specifically a discounted cash-
flow method known as the excess earnings method. The Company used the replacement cost method with consideration of opportunity costs to estimate the
fair value of the technology. The fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on
estimates and assumptions. We believe the assumptions are representative of those a market participant would use in estimating fair value.
The following table presents the fair values and useful lives of the identifiable intangible assets acquired:
Customer relationships
Technology
Total intangible assets assumed
AGI Acquisition
Amount
(in thousands)
$
$
5,800
3,700
9,500
Weighted Average
Useful Life
(in years)
7
4
On July 2, 2019, the Company completed the acquisition of AGI, a privately-held professional transportation engineering services firm headquartered in
Tampa, Florida, with offices in Orlando, Florida, Virginia Beach, Virginia and Chadds Ford, Pennsylvania. AGI assists municipalities in maximizing the
effectiveness of their existing transportation networks through a collection of traffic management services to cost effectively improve the performance of
roadway systems and address
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12. Acquisitions (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
increased traffic demands, traffic congestion and delay. With a foundation of arterial timing plan development, AGI has expanded its services into active
arterial monitoring and management with multiple public sector clients. AGI is expected to expand the Company's geographic footprint for ITS services in
Florida, as well as in the Midwest and Mid-Atlantic region. AGI's typical contracts are for traffic operations professional engineering services focused on
transportation systems management and operations.
Pursuant to a Stock Purchase Agreement dated June 10, 2019 among the Company, AGI and the stockholders of AGI (the "Selling Shareholders"), the
Company acquired all of the outstanding capital stock of AGI from the Selling Shareholders for an aggregate purchase price of $10.8 million, after working
capital adjustments, payable in cash and stock, of which 114,943 shares were held in escrow for 18 months to secure performance of indemnification and
other post-closing obligations of the Selling Shareholders.
The acquisition of AGI has been accounted for as a business combination. We estimated the fair values of net assets acquired, and the excess of the
consideration transferred over the aggregate of such fair values was recorded as goodwill.
The following tables summarize the purchase price allocation (in thousands) as of July 2, 2019:
Cash
Trade accounts receivable
Unbilled accounts receivable
Right-of-use assets
Property and equipment
Intangible assets
Goodwill
Other assets
Total assets acquired
Accounts payable
Accrued payroll and related expenses
Lease liabilities
Total liabilities assumed
Total purchase price
$
$
664
905
347
863
357
3,710
5,440
161
12,447
(378)
(426)
(863)
(1,667)
10,780
The fair values of the remaining AGI assets and liabilities noted above approximate their carrying values at July 2, 2019. There was no difference between
the fair value of trade accounts receivables and the gross contractual value of those receivables. There are no contractual cash flows related to these
receivables that are not expected to be collected. The Company believes the goodwill related to the acquisition was a result of the ability of the Company to
leverage its technology in the broader market, as well as offering cross-selling market exposure opportunities. Goodwill from the acquisition of AGI was
initially included within the Company's Transportation Systems reporting segment. The goodwill is fully deductible for tax purposes. The significant
intangible assets identified in the purchase price allocation include customer relationships and non-compete agreements, which are amortized over their
respective useful lives on a straight line basis which approximates the underlying cash flows. To value the customer relationships, the Company utilized the
income approach, specifically a discounted cash-flow method known as the excess earnings method. The Company utilized the with and without method to
derive the fair value of the non-compete agreement. The fair value estimates are based on a complex series of judgments about future events and
uncertainties and rely heavily on estimates and assumptions. Varying discount rates were applied to the projected net cash flows and EBITDA as applicable
to valuation methodology. We believe the assumptions are representative of those a market participant would use in estimating fair value.
The following table presents the fair values and useful lives of the identifiable intangible assets acquired:
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12. Acquisitions (Continued)
Customer relationships
Non-compete agreement
Total intangible assets assumed
Acquisition-Related Costs
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
Amount
(in thousands)
3,500
210
3,710
Weighted Average
Useful Life
(in years)
6
3
In connection with the acquisition of AGI, the Company agreed to grant $1.7 million in retention bonuses to the Selling Shareholders and other employees
payable in the form of restricted stock units at $5.22 per share, and $0.6 million in retention bonuses payable in cash, each vesting and payable over three
years following the closing, provided such employees remain in our service on the first, second and third anniversary of the closing of the acquisition. For
the fiscal years ended March 31, 2022, 2021, and 2020, the Company recorded approximately $0.7 million, $0.7 million, and $1.0 million respectively, as
stock- based compensation and salaries expense to selling, general and administrative expense in the consolidated statements of operations, related to these
bonuses.
In connection with the acquisition of AGI, the Company recorded approximately $0.7 million, in acquisition related professional fees, which was included
in selling, general and administrative expense, in the consolidated statements of operations for the year ended March 31, 2020.
In connection with the acquisition of TrafficCast, the Company recorded approximately $0.4 million in acquisition related professional fees, which was
included in selling, general and administrative expense, in the consolidated statements of operations for the year ended March 31, 2021.
13. Business Segments, Significant Customer and Geographic Information
Business Segments
In Fiscal 2021, the Company completed the sale of substantially all of the assets used in connection with the Agriculture and Weather Analytics
segment to DTN in exchange for a total purchase consideration of $12.0 million. On April 30, 2020, in connection with the sale of the Agriculture and
Weather Analytics business, the Board approved restructuring activities to better position the Company for increased profitability and growth.
Restructuring charges of approximately $1.5 million were incurred in Fiscal 2021 for separation costs for certain employees who did not transition to DTN,
additional positions that were eliminated to right-size the cost structure of the Company, and the impairment of certain lease-related assets.
On December 6, 2020, the Company entered into an Asset Purchase Agreement with TrafficCast, a privately held company headquartered in
Madison, Wisconsin that provides travel information technology, applications and content to customers throughout North America in the media, mobile
technology, automotive and public sectors. Under the TrafficCast Purchase Agreement, the Company agreed to purchase from TrafficCast substantially all
of its assets, composed of its travel information technology, applications and content. The transaction closed on December 7, 2020.
After these two significant transactions in Fiscal 2021, the Company underwent a re-organization that was completed in April 2021. The purpose
of this was to align the Company’s organization structure with its singular goal of providing best in-class smart mobility infrastructure management
solutions to the marketplace. As a result of the reorganization, the Company's Chief Operating Decision Maker ("CODM"), which is our Chief Executive
Officer, reviews the Company's results on a consolidated basis and our financial results are presented on a consolidated basis under a single reporting
segment in order to provide the most accurate representation of Company's performance.
Significant Customer and Geographic Information
No individual customer or government agency had a receivable balance greater than 10% of our total trade accounts receivable balances as of March 31,
2022 and 2021.
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13. Business Segments, Significant Customer and Geographic Information (Continued)
Notes to Consolidated Financial Statements (Continued)
March 31, 2022
The following table sets forth the percentages of our revenues, by geographic region, derived from shipments to, or contract, service and other revenues
from, external customers located outside the U.S.:
Canada
Europe
14. Long-Term Debt
2022
Year Ended March 31,
2021
2020
— %
—
— %
1 %
—
1 %
— %
1
1 %
On January 25, 2022, Iteris, Inc., entered into a Credit Agreement (the “Credit Agreement”) with Capital One, National Association, as agent. The
Credit Agreement provides for a $20 million revolving credit facility with a maturity date of January 24, 2026. In addition, the Company has the ability
from time to time to increase the revolving commitments up to an additional aggregate amount not to exceed $40 million, subject to receipt of lender
commitments and certain conditions precedent. The Credit Agreement evidencing the facility contains customary representation, warranties, covenants, and
event of default. The Credit Agreement is collateralized by substantially all of our property and assets, including intellectual property. The Credit
Agreement also contains certain restrictions and covenants that require the Company to maintain, on an ongoing basis, (i) a leverage ratio of no greater than
3.00 to 1.00 and (ii) a fixed charge coverage ratio of not less than 1.25 to 1.00. The leverage ratio also determines the applicable interest rate under the
Credit Agreement. Borrowings under the revolving credit facility accrue interest at a rate equal to either SOFR or a specified base rate, at the Company’s
option, plus an applicable margin. The applicable margins range from 2.00% to 2.80% per annum for SOFR loans and 1.00% to 1.80% per annum for base
rate loans. The revolving credit facility is subject to a commitment fee payable on the unused revolving credit facility commitments ranging from 0.25% to
0.35%, depending on the Company’s leverage ratio.
As of March 31, 2022, there were no amounts borrowed under the revolving credit facility and the Company is in compliance with the covenants.
During the fiscal year ended March 31, 2022, capitalized deferred financing costs of $0.3 million associated with the Credit Agreement are included in
Other assets. Amortization of the deferred financing costs and commitment fees on the unused revolving credit facility commitments are included in
Interest Income (Expense), net.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report
on Form 10-K.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2022, our disclosure controls and
procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by us in the reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission's rules and
forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that
any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Our management was required to apply its judgment in evaluating the cost-benefit relationship of such controls and procedures.
(b) Changes in internal control
There was no significant change in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that
occurred during the fourth quarter of Fiscal 2022 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial
reporting.
(c) Inherent Limitations on Internal Control
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of management override or improper acts, if any, have been
detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple
errors. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override
of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-
effective control system, misstatements due to management override, error or improper acts may occur and not be detected. Any resulting misstatement or
loss may have an adverse and material effect on our business, financial condition and results of operations.
(d) Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act
Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our
management, including our Chief Executive Officer and our Chief Financial Officer, to provide reasonable assurance regarding the reliability of financing
reporting and the preparation of financial statements for external purposes in accordance with U.S generally accepted accounting principles.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, our management
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management
concluded that our internal control over financial reporting was effective at a reasonable assurance level as of March 31, 2022.
The effectiveness of our internal control over financial reporting as of March 31, 2022 has been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report, which is included herein.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Iteris, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Iteris, Inc. and subsidiaries (the "Company") as of March 31, 2022, based on criteria
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2022, based
on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
financial statements as of and for the year ended March 31, 2022, of the Company and our report dated June 1, 2022, expressed an unqualified opinion on
those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Costa Mesa, CA
June 1, 2022
76
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ITEM 9B. OTHER INFORMATION
None.
77
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ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
The information required by Item 10 will be either (i) included in an amendment to this Annual Report on Form 10-K ("the Form 10-K Amendment") or
(ii) incorporated by reference to our Definitive Proxy Statement to be filed with the SEC in connection with our 2022 Annual Meeting of Stockholders (the
"2022 Proxy Statement") under the headings "Executive Compensation and Other Information—Executive Officers," "Election of Directors," "Corporate
Governance," and "Delinquent Section 16(a) Reports."
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 will be either included in the Form 10-K Amendment or is incorporated by reference to our 2022 Proxy Statement
under the heading "Executive Compensation and Other Information" and "Election of Directors."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by Item 12 will be either included in the Form 10-K Amendment or is incorporated by reference to our 2022 Proxy Statement
under the heading "Equity Compensation Plan Information" and "Stock Ownership of Certain Beneficial Owners and Management."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 will be either included in the Form 10-K Amendment or is incorporated by reference to our 2022 Proxy Statement
under the heading "Corporate Governance, Board Meetings and Committees" and "Additional Matters—Certain Transactions."
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 will be either included in the Form 10-K Amendment or is incorporated by reference to our 2022 Proxy Statement
under the heading "Matters Related to Independent Registered Public Accounting Firm."
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
Documents filed as part of this report:
1.
Financial Statements.
PART IV
Our consolidated financial statements are listed in the "Index to Consolidated Financial Statements" under Part II, Item 8, of this Annual Report.
2.
Financial Statement Schedules.
All financial statement schedules have been omitted because they are not required or are not applicable, or the required information is shown in our
consolidated financial statements or the notes thereto.
3.
Exhibits.
The following table sets forth the exhibits either filed herewith or incorporated herein by reference:
Exhibit Index
Exhibit Number
Description
Reference
2.1 † Asset Purchase Agreement, dated May 2, 2020, by and among
Iteris, Inc., ClearAg, Inc., and DTN, LLC*
Exhibit 2.1 to the registrant's Current Report on Form 8-K as
filed with the SEC on May 6, 2020
4.1
4.2
Restated Certificate of Incorporation of the registrant as filed
with the Delaware Secretary of State on October 12, 2018
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as
filed with the Commission on October 15, 2018
Restated Bylaws of the Registrant, as amended through August
6, 2018
4.3
Specimen common stock certificate
4.4
Description of Iteris, Inc. Securities Registered under Section 12
of the Exchange Act
Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2018 as filed with the
Commission on August 7, 2018
Exhibit 4.1 to the Registrant’s Registration Statement on Form
8-A (File No. 001-08762), as filed with the Commission on
December 8, 2004
Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for
the year ended for the year ended March 31, 2020 as filed with
the SEC on June 9, 2020
10.1 † Asset Purchase Agreement dated December 6, 2020, by and
between Iteris, Inc. and TrafficCast International, Inc.
Exhibit 10.1 to the registrant’s Current Report on Form 8-K as
filed with the SEC on December 7, 2020
10.2 * Form of Indemnification Agreement entered into by the
registrant and certain of its officers and directors
Exhibit 10.5 to the registrant's Annual Report on Form 10-K for
the year ended March 31, 2004 as filed with the SEC on June
29, 2004
10.3
Office Lease, dated May 24, 2007, by and between the registrant
and Realty Associates Fund X, L.P. (as the successor to Crown
Carnegie Associates, LLC)
Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2007 as filed with the SEC on
August 14, 2007
10.4
First Amendment to Lease, dated February 21, 2014, by and
between RREF II Freeway Acquisitions, LLC and Iteris, Inc.
Exhibit 10.29 to the registrant's Annual Report on Form 10-K
for the year ended March 31, 2014 as filed with the SEC on
September 4, 2014
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Exhibit Number
10.5
Description
Second Amendment to Lease, dated September 29, 2014, by and
between Realty Associates Fund X, L.P. and Iteris, Inc. (as the
successor to Realty Associate RREF II Freeway Acquisitions,
LLC) and Iteris, Inc.
Reference
Exhibit 10.5 to registrant's Annual Report on Form 10-K for the
year ended March 31, 2019 as filed with the SEC on June 6,
2019
10.6 † Third Amendment to Lease, dated December 15, 2016, by and
between Realty Associates Fund X, L.P. and Iteris, Inc.
10.7
Fourth Amendment to Lease, dated May 17, 2021, by and
between Realty Associates Fund X, L.P. and Iteris, Inc.
10.8 *
Iteris, Inc. Employee Stock Purchase Plan
10.9
* 2007 Omnibus Incentive Plan
10.10 * Forms of Stock Option Agreements under the 2007 Omnibus
Incentive Plan
10.11 * Form of Restricted Stock Unit Award Agreement under the
2007 Omnibus Incentive Plan
10.12 * Amended and Restated 2016 Omnibus Incentive Plan
10.13 * Form of Performance Stock Unit Issuance Agreement for use
with 2016 Omnibus Incentive Plan**
10.14 * Revised Form of Restricted Stock Unit Issuance for use with
2016 Omnibus Incentive Plan**
Exhibit 10.6 to the registrant's Annual Report on Form 10-K for
the year ended March 31, 2019 filed with the SEC on June 6,
2019
Exhibit 10.7 to the registrant’s Annual Report on Form 10-K for
the year ended March 31, 2021 filed with the SEC on June 1,
2021
Exhibit 10.4 to the registrant's Annual Report on Form 10-K for
the year ended March 31, 2018 as filed with the SEC on June 7,
2018
Exhibit 10.19 to the registrant's Annual Report on Form 10-K
for the year ended March 31, 2012 as filed with the SEC on
June 11, 2012
Exhibit 10.20 to the registrant's Annual Report on Form 10-K
for the year ended March 31, 2012 as filed with the SEC on
June 11, 2012
Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2010 as filed with the SEC on
July 28, 2010
Exhibit 10.1 to registrant's Current Report on Form 8-K as filed
with the SEC on September 16, 2021
Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2020 as filed with the SEC on
August 4, 2020
Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2020 as filed with the SEC on
August 4, 2020
10.15 * Revised Form of Form of Notice of Grant of Stock Option and
Form of Stock Option Agreement for use with 2016 Omnibus
Incentive Plan**
Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2020 as filed with the SEC on
August 4, 2020
10.16 * Employment Agreement dated September 8, 2015 between
Iteris, Inc. and Joe Bergera
Exhibit 10.1 to the registrant's Current Report on Form 8-K as
filed with the SEC on September 22, 2015
10.17 * Employment Agreement, dated November 15, 2019, between
Iteris, Inc. and Douglas Groves
Exhibit 10.1 to the registrant's Current Report on Form 8-K as
filed with the SEC on December 4, 2019
10.18 *
Iteris, Inc. Amended and Restated Executive Severance Plan
10.19 * Retention Bonus Agreement dated June 4, 2019 between Iteris,
Inc. and James Chambers
10.20 *
Incentive Bonus Agreement dated June 4, 2019 between Iteris,
Inc. and James Chambers
Exhibit 10.20 to the registrant's Annual Report on Form 10-K
for the year ended March 31, 2019 as filed with the SEC on
June 6, 2019
Exhibit 10.21 to the registrant's Annual Report on Form 10-K
for the year ended March 31, 2019 as filed with the SEC on
June 6, 2019
Exhibit 10.22 to the registrant's Annual Report on Form 10-K
for the year ended March 31, 2019 as filed with the SEC on
June 6, 2019
80
Table of Contents
Exhibit Number
Description
10.21 * Form of Retention Bonus Agreement entered into between the
Company and selling shareholders of Albeck Gerken, Inc.
10.22 *
2020 Employment Inducement Incentive Award Plan
10.23 * Form of Notice Grant of Stock Option and Form of Stock
Option Agreement for use with 2020 Employment Inducement
Incentive Plan
Reference
Exhibit 10.1 to the registrant's Current Report on Form 8-K as
filed with the SEC on July 9, 2019
Exhibit 10.2 to the registrant’s Current Report on Form 8-K as
filed with the SEC on December 7, 2020
Exhibit 10.3 to the registrant’s Current Report on Form 8-K as
filed with the SEC on December 7, 2020
10.24 * Form of Restricted Stock Unit Issuance Agreement for use with
2020 Employment Inducement Incentive Award Plan
Exhibit 10.4 to the registrant’s Current Report on Form 8-K as
filed with the SEC on December 7, 2020
10.25 *
Iteris, Inc. Deferred Compensation Plan Effective Date October
1, 2020
Exhibit 10.5 to the registrant's Quarterly Report on Form 10-Q
for the quarter ended December 31, 2020 as filed with the SEC
on February 2, 2021
10.26 * Form of Restricted Stock Unit Issuance Agreement for use with
the Iteris, Inc. Deferred Compensation Plan Effective Date
October 1, 2020.
Exhibit 10.6 to the registrant's Quarterly Report on Form 10-Q
for the quarter ended December 31, 2020 as filed with the SEC
on February 2, 2021
10.27 *
2016 Omnibus Incentive Plan (Amended and Restated effective
September 9, 2021)
Exhibit 10.1 to the registrant’s Current Report on Form 8-K as
filed with the SEC on September 9, 2021
10.28
Credit Agreement, dated as of January 25, 2022, by and between
Iteris, Inc. and Capital One, National Association
Exhibit 10.1 to the registrant’s Current Report on Form 8-K as
filed with the SEC on January 28, 2022
10.29 * Severance Agreement, dated December 30, 2021 between Iteris,
Inc. and Ramin Massoumi
Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q
for the quarter ended December 31, 2021 as filed with the SEC
on February 3, 2022
23
Consent of Independent Registered Public Accounting Firm,
dated June 1, 2022
Filed herewith
24
Power of Attorney
Filed herewith (included on the Signature page)
31.1
31.2
32.1
32.2
Certification of the Chief Executive Officer, as required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
Certification of the Chief Financial Officer, as required pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
Certification of the Chief Executive Officer, as required
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
Certification of the Chief Financial Officer, as required pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
Filed herewith
Filed herewith
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith
81
Table of Contents
Exhibit Number
Description
Reference
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
Filed herewith
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith
101.DEF
XBRL Taxonomy Definition Presentation Linkbase Document
Filed herewith
104
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
Filed herewith
______________________________________
† Pursuant to Item 601(a)(5) of Regulation S-K, certain appendices to this agreement have been omitted. The Company agrees to furnish supplementally
to the Securities and Exchange Commission, upon its request, any or all of such omitted appendices.
* Indicates a contract, compensatory plan or arrangement in which directors or executive officers of the registrant are eligible to participate.
ITEM 16. FORM 10-K SUMMARY
None.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Dated: June 1, 2022
ITERIS, INC.
(Registrant)
By
POWER OF ATTORNEY
/s/ JOE BERGERA
Joe Bergera
Chief Executive Officer
(Principal Executive Officer)
We, the undersigned officers and directors of Iteris, Inc., do hereby constitute and appoint Joe Bergera and Douglas Groves, and each of them, our true and
lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this report, and to file the same, with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person,
hereby, ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of
the registrant in the capacities and on the dates indicated:
Signature
/s/ JOE BERGERA
Joe Bergera
/s/ DOUGLAS GROVES
Douglas Groves
/s/ THOMAS L. THOMAS
Thomas L. Thomas
/s/ GERARD M. MOONEY
Gerard M. Mooney
/s/ LAURA L. SIEGAL
Laura L. Siegal
/s/ DENNIS W. ZANK
Dennis W. Zank
Title
Date
Director, President and Chief Executive Officer (principal
executive officer)
June 1, 2022
Chief Financial Officer (principal financial and accounting
officer)
June 1, 2022
Chairman of the Board
Director
Director
Director
83
June 1, 2022
June 1, 2022
June 1, 2022
June 1, 2022
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-251598, 333-228210, 333-221790, 333-216407, 333-190309, 333-
162807, 333-146459, and 333-261022 on Form S-8 and Registration Statement Nos. 333-235699 and 333-256898 on Form S-3 of our reports dated June 1,
2022, relating to the consolidated financial statements of Iteris, Inc. and subsidiaries and the effectiveness of Iteris, Inc. and subsidiaries’ internal control
over financial reporting appearing in this Annual Report on Form 10-K for the year ended March 31, 2022.
Exhibit 23.1
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
June 1, 2021
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Joe Bergera, certify that:
1.
I have reviewed this annual report on Form 10-K of Iteris, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: June 1, 2022
/s/ JOE BERGERA
Joe Bergera
Chief Executive Officer
(Principal Executive Officer)
1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Douglas L. Groves, certify that:
1.
I have reviewed this annual report on Form 10-K of Iteris, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: June 1, 2022
/s/ DOUGLAS L. GROVES
Douglas L. Groves
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
1
CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Iteris, Inc. (the “Company”) on Form 10-K for the fiscal year ended March 31, 2021, as filed with the
Securities and Exchange Commission (the “Report”), I, Joe Bergera, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.
2.
of the Company.
Date: June 1, 2022
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
/s/ JOE BERGERA
Joe Bergera
Chief Executive Officer
A signed original of this written statement required by Section 906, or any other document authenticating, acknowledging, or otherwise adopting
the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company
and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
1
CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Iteris, Inc. (the “Company”) on Form 10-K for the fiscal year ended March 31, 2021 as filed with the
Securities and Exchange Commission (the “Report”), I, Douglas L. Groves, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.
2.
of the Company.
Date: June 1, 2022
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
/s/ DOUGLAS L. GROVES
Douglas L. Groves
Senior Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906, or any other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
1