iti-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			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 office)

95-2588496

(I.R.S. Employer

Identification No.)

78746

(Zip Code)

(512) 716-0808

(Registrant’s telephone number, including area code)

(Former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.10 par value

ITI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (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 x No ¨

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 x No ¨

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 the 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

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of November 7, 2022, there were 42,639,121 shares of our common stock outstanding.

Table of Contents

Table of Contents

ITERIS, INC.

Quarterly Report on Form 10-Q

Table of Contents


PART I.	FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS	1

	UNAUDITED CONDENSED BALANCE SHEETS AT SEPTEMBER 30, 2022 AND MARCH 31, 2022	1

	UNAUDITED CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 2022 AND 2021	2

	UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2022 AND 2021	3

	UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 2022 AND 2021	4

	NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS	5

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30

ITEM 4.	CONTROLS AND PROCEDURES	30

PART II.	OTHER INFORMATION	31

ITEM 1.	LEGAL PROCEEDINGS	31

ITEM 1A.	RISK FACTORS	31

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	31

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	32

ITEM 4.	MINE SAFETY DISCLOSURES	32

ITEM 5.	OTHER INFORMATION	32

ITEM 6.	EXHIBITS	32

Unless otherwise indicated in this report, the "Company," "we," "us" and "our" refer to Iteris, Inc. ClearGuide®, ClearMobility®, Iteris®, Vantage® and VantageLive!® 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.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Iteris, Inc.

Unaudited Condensed Balance Sheets

(In thousands, except par values)


	September 30, 2022		March 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	7,991	$	23,689
Restricted cash	141		120
Trade accounts receivable, net of allowance for doubtful accounts of $907 and $903 at September 30, 2022 and March 31, 2022, respectively	26,540		25,628
Unbilled accounts receivable	11,139		10,870
Inventories	12,874		7,980
Prepaid expenses and other current assets	3,597		4,076
Total current assets	62,282		72,363
Property and equipment, net	1,462		1,392
Right-of-use assets	9,415		11,382
Intangible assets, net	10,824		11,780
Goodwill	28,340		28,340
Other assets	1,096		1,120
Noncurrent assets of discontinued operations	—		6
Total assets	$	113,419	$	126,383
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	14,796	$	11,926
Accrued payroll and related expenses	10,550		11,409
Accrued liabilities	5,451		5,623
Deferred revenue	5,381		6,566
Current liabilities of discontinued operations	—		163
Total current liabilities	36,178		35,687
Lease liabilities	8,716		10,763
Deferred income taxes	378		337
Unrecognized tax benefits	78		105
Other long-term liabilities	2,590		2,456
Noncurrent liabilities of discontinued operations	—		172
Total liabilities	47,940		49,520
Commitments and contingencies (Note 6)
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 - 70,000 at September 30, 2022 and March 31, 2022
Issued and outstanding shares — 42,640 at September 30, 2022 and 42,416 at March 31, 2022	4,265		4,242
Treasury Stock	(884)		—
Additional paid-in capital	188,459		186,720
Accumulated deficit	(126,361)		(114,099)
Total stockholders' equity	65,479		76,863
Total liabilities and stockholders' equity	$	113,419	$	126,383

SEC Form 10-Q filed by Iteris Inc.