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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number 001-08762

ITERIS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Registrant's Telephone Number, Including Area Code:(949) 270-9400

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

         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 ý

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Securities Exchange Act of 1934, as amended (the "Exchange Act"). Yes o    No ý

         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 ý    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 ý    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.:

         If an emerging growth company, indicateIndicate by check mark ifwhether the registrant has elected notfiled a report on and attestation to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)its management's assessment of the Exchange Act.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. o

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

         The aggregate market value of the registrant's common stock held by nonaffiliates of the registrant as of September 30, 20182019 was approximately $132,700,000.$233,300,000. 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, 2019,29, 2020, there were 33,388,69640,732,994 shares of our common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         None.Part III of this report incorporates by reference certain information from the registrant's definitive proxy statement for the 2020 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission.

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ITERIS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 31, 20192020
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        Unless otherwise indicated in this report, the "Company," "we," "us" and "our" refer to Iteris, Inc. and its wholly-owned subsidiary,subsidiaries, ClearAg, Inc. and Albeck Gerken, Inc., CheckPoint™, ClearAg®ClearGuide™, ClearPath Weather®ClearFleet™, CVIEW-Plus™, Edge®, EdgeConnect™, EMPower®, EvapoSmart™, IMFocus™, inspect™, iPeMS®, Iteris®, Iteris SPM™, Next®, P10™, P100™, P-Series™, PedTrax®, Pegasus™, Reverse 511®, SmartCycle®, SmartCycle Bike Indicator™, SmartSpan®, SPM™ (logo), TransitHelper®, UCRLink™, Vantage®, 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, impact of planned acquisitions and dispositions, the Company's strategy for growth, competition, the impact of the outbreak of a novel strain of coronavirus, COVID-19, the impact of any current or future litigation, the impact of recent accounting pronouncements, the applications for and acceptance of our products and services, and the status of our facilities and product development. 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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PART I

ITEM 1.    BUSINESS

Overview

        Iteris, Inc. (referred to collectively with its wholly-owned subsidiary,subsidiaries, ClearAg, Inc. and Albeck Gerken, Inc. ("AGI"), in this report as "Iteris," the "Company," "we," "our," and "us") is a provider of essential applied informatics that enable smart transportation and digital agriculture.transportation. Municipalities, government agencies crop science companies, agriculture service providers and other agribusinessesbusinesses use our solutions to make roads safer and travel more efficient, as well as farmlands more sustainable, healthy and productive.efficient.

        As a pioneer in intelligent transportation systems ("ITS") technology for more than two decades, our intellectual property, products and software-as-a-service ("SaaS") offerings and weather forecasting systems offer a comprehensive range of ITS solutions to our customers throughout the U.S. and internationally.

        InPrior to the digital agriculture market,sale of our Agriculture and Weather Analytics segment in May 2020, we have combined our intellectual property with enhanced atmospheric, land surface and agronomic modeling techniques to offer smart content and analytic solutions that provideprovided analytical support to large enterprises in the agriculture industry, such as seed and crop protection companies, integrated food companies, and agricultural equipment manufacturers and service providers.

        We believe our products, solutions and services improve and safely optimize mobility within our communities, while minimizing environmental impact on the roads we travel and the lands we farm.our roadways.

        We continue to make significant investments to leverage our existing technologies and further expand both our advanced detection sensors and performance analytics systems in the transportation infrastructure market while supporting the agriculture market with our smart content and digital agriculture platform, andwe are always exploring strategic alternatives intended to optimize the value of all of our businesses.Company.

        Iteris was incorporated in Delaware in 1987 and has operated in its current form since 2004. Our principal executive offices are located at 1700 Carnegie Avenue, Santa Ana, California 92705, and our telephone number at that location is (949) 270-9400. 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

ClearAg,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 11, "Acquisition" of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report for further details on the acquisition of AGI), and plans to use the balance of the net proceeds for general corporate purposes and possibly for other future acquisitions.

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Coronavirus

In March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus, COVID-19 ("the Pandemic"). The Pandemic is having an unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis, such as travel restrictions, quarantines and "stay-at-home" orders. The uncertainties caused by these events and actions include, but are not limited to, the adverse effect of the Pandemic on the economy, our vendors, our employees and customers and customer sentiment in general. Continued impacts of the Pandemic have materially adversely impacted global economic conditions, and 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 volatility of our stock price will depend largely on future developments, including the duration of the spread of the outbreak, the impact on capital and financial markets and the related impact on the financial circumstances of our customers, all of which are highly uncertain and cannot be reasonably estimated as of this report.

Sale of Segment

        On May 5, 2020, pursuant to an Asset Purchase Agreement (the "Purchase Agreement") entered in on May 2, 2020, the Company sold the assets of its Agriculture and Weather Analytics segment, composed of its ClearAg and ClearPath Weather product lines, to DTN, LLC ("DTN"), an operating company of TBG AG, a Swiss-based holding company. See Note 14 "Subsequent Events" of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report for further details on the sale of the Agriculture and Weather Analytics segment.

Restructuring

        On April 2017,30, 2020, in connection with the sale of the Agriculture and Weather Analytics segment, the Board of Directors of Iteris, Inc. formedapproved a wholly-owned subsidiary, ClearAg, Inc.,plan of restructuring that will involve a Delaware corporation,charge in the range of approximately $1.7 million to provide ClearAg solutions$1.9 million in the fiscal quarter ending June 30, 2020, of which approximately 60% relates to the agriculture markets.sale of the Agriculture and Weather Analytics segment. The restructuring charge includes separation costs for certain employees who will not transition to DTN and an additional 10 to 15 positions that are being eliminated to right-size the cost structure of the Company. The restructuring is expected to result in a cash expenditure of approximately $1.7 million to $1.9 million. The annualized savings from the restructuring charges, excluding those related to the sale, are expected to be in the range of $1.2 million to $1.3 million. The amounts stated above are preliminary and subject to change as the Company finalizes its assessment of the charges and savings associated with the above items.

Products and Services

        We currently operate in three reporting segments:Our reportable segments consist of: Roadway Sensors, Transportation Systems, and, prior to May 5, 2020, Agriculture and Weather Analytics.

        The Roadway Sensors segment provides various advanced detection sensors and systems for traffic intersection management, communication systems and roadway traffic data collection applications. The Roadway Sensors product line uses advanced image processing technology and other techniques to capture and analyze sensor data through sophisticated algorithms, enabling vehicle, bicycle and pedestrian detection, as well as the transmission of both video images and data using various communication technologies. The Transportation Systems segment provides traffic engineering and consulting services, as well as

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managed services, performance measurement, traffic analytics, traveler information and commercial vehicle operating software solutions. The Agriculture and Weather Analytics segment includes ClearPath Weather, our road maintenance applications, and ClearAg, our digital agriculture platform.

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        See Note 1112 "Business Segments, Significant Customer and Geographic Information" of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report for further details on our reporting segments. See Note 14 "Subsequent Events" of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report for further details on the sale of the Agriculture and Weather Analytics segment.

Roadway Sensors

        Our Roadway Sensors products include, among others, Vantage, VantageLive!, Vantage Next®, VantagePegasus, VantageRadius, Vantage Vector, Velocity, SmartCycle, SmartCycle Bike Indicator, SmartSpan, VersiCam, PedTrax and P-Series products.

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Our Vantage detection systems detect vehicle presence at intersections, as well as vehicle count, speed and other traffic data used in traffic management systems. Vantage detection systems typically include up to four of our advanced cameras or radar devices. 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.



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Our Vantage Vector video/radar hybrid product is an all-in-one detection sensor with a wide range of capabilities, including stop bar and advanced zone detection, which enable advanced safety and adaptive control applications. Vantage Vector includes all of the benefits of Iteris video detection, including high accuracy, high-availability remote viewing of video images, bicycle and pedestrian detection capability, and dilemma-zone detection.



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VantageLive! is a cloud-based platform that allows users to collect, process and analyze advanced intersection data, as well as to view and understand intersection activity.



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All of our Vantage systems are available with SmartCycle capability, which can effectively differentiate between bicycles and other vehicles with a single video detection camera, enabling more efficient signalized intersections, improved traffic throughput and increased bicyclist safety. Agencies using bicycle timing can now 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.



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The 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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Our Vantage systems are also available with the PedTrax capability, which provides bi-directional counting and speed tracking of pedestrians within the crosswalk to help improve signal timing efficiency, as well as providing an additional data stream to existing vehicle and bicycle counts.



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VersiCam, our integrated camera and processor video detection system, is a cost-efficient video detection system for smaller intersections that require only a few detection points.

        We believe that future growth domestically and internationally, will be dependent in part on the continued adoption of above-ground video detection technologies, instead of traditional in-pavement loop technology, to manage traffic.

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        In select territories, we also sell 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.

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Transportation Systems

        Our Transportation Systems segment includes engineering and consulting services, focused onperformance measurement and traffic analytics solutions, as well as the development of transportation management and traveler information systems for the ITS industry. Our Transportation Systems 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 include planning, design, implementation, operation and management of surface transportation infrastructure systems. We perform analysis and study goods movement, commercial vehicle operations, provide travel demand forecasting and systems engineering, and identify mitigation measures to reduce traffic congestion. The Transportation Systems segment also includes the operations of AGI beginning July 2, 2019 (see Note 11 "Acquisition" of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report for further details on the acquisition of AGI).

        The Transportations Systems segment also includes our performance measurement and managementtraffic analytics solutions, Iteris Signal Performance Measures (SPM), Iteris ClearGuide, and iPeMS—a state-of-the-art information managementanalytics software suite that provides prescriptive data insights for multiple applications, including to help determine current and future traffic patterns, permitting the effective performance analysis and management of traffic infrastructure resources. iPeMSOur analytics suite of products utilizes a wide range of data resources and analytical techniques to determine current and future traffic patterns, permitting the effective performance analysis and management of traffic infrastructure resources. This information can then be analyzed by traffic professionals to measure how a transportation network is performing and to identify potential areas of improvement. iPeMS isThese applications are also capable of providing users with predictive traffic analytics, and easy-to-use visualization and animation features based on historical traffic conditions.

        We recently launched our comprehensive signal performance measures solution offering, Iteris SPM, a cloud-based application that provides proactive operations and signal maintenance with business process outsourcing and managed services. This offering is expected to be priced on a per intersection per month basis.

This segment also includes our advanced traveler information system solutions and services, as well as our commercial vehicle operations and vehicle safety compliance platforms, known as "ClearFleet", "CVIEW-Plus," "CheckPoint," "UCRLink" and "inspect." These platformssoftware applications support state-based commercial vehicle operations by storing and distributing intrastate and interstate commercial vehicle information for local, state and federal agencies' roadside and enforcement operations.

        Our Transportation Systems segment is largely dependent upon state and local governmental funding, and to a lesser extent federal governmental funding. In addition, various other funding mechanisms exist to support transportation infrastructure and related projects, including, but not limited to, bonds, dedicated sales and gas tax measures, and other alternative funding sources. We believe the overall expansion of our Transportation Systems segment in the future 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 Transportation Systems business has been, at times, adversely affected by governmental budgetary issues. Delays in the allocation of funds may prolong uncertainty regarding the allotment of transportation funds in federal, state and local budgets.

Agriculture and Weather Analytics

        OurThe Agriculture and Weather Analytics segment, which we formed during the first quartersold in May 2020, consisted of our fiscal year ended March 31, 2013, consists of our ClearPath Weather, a road maintenance application, and ClearAg, solutions.a digital agriculture platform.

        Our        ClearPath Weather is a web-based solution, which includes a suite of tools that apply data assimilation and modeling technologies to assess weather conditions for customizable route/site weather

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and pavement forecasting, and render winter road maintenance recommendations for state agencies, municipalities and commercial companies to improve roadway maintenance decisions.

        Our ClearPath Weather business is a market leader in performance management solutions for state organizations. We intend to use our strong brand and deep experience in the traffic management market, as well as our market-specific intellectual property, to expand our leadership in data aggregation and analytics in this market.Table of Contents

        Beginning in late 2013, we undertook the development of "ClearAg solutions" for the digital agricultural market. These new products utilize and expand the intellectual property, technology base and product suites of our ClearPath Weather solutions. For our ClearAg solutions, we developed additional scientific and agronomic models and forecasts, expanded our computing infrastructure for additional big data acquisition and processing, and designed distributed delivery vehicles and products.

        OurThe ClearAg solutions combine weather and agronomic data with proprietary land-surface modeling and analytics to solve complex agricultural problems and to increase the efficiency and sustainability of farmlands. The ClearAg Platform delivers validation tools for ag inputs, irrigation, field readiness, and harvest solutions giving growers, researchers and other agribusinesses access to a comprehensive database of historical, real-time and forecasted weather, soil and plant health information, as well as other information on crop growth. Companies use the ClearAg Platform to simulate field conditions and determine how new products may perform on a crop given certain weather and soil conditions. Growers and agribusinesses leverage the ClearAg Platform to determine the best times to plant, spray, fertilize, irrigate, and harvest crops.

        Currently, we offer our ClearAg solutions were offered on a subscription basis, with customers consuming ClearAg through our visualization component application programming interfaces ("APIs"). These APIs facilitate the integration of ClearAg's analytics and insights with the offerings of large enterprise customers in the agriculture market. We commenced commercial sales

        On May 5, 2020, pursuant to a Purchase Agreement the Company sold the assets of the ClearAg solutions and related APIs in the first quarter of our fiscal year ended March 31, 2015 ("Fiscal 2015").

        We expect market acceptance of our ClearAg solutions to continue to increase in upcoming quarters. We plan to continue to fund the investments in our ClearAg solutions, through cash flow generated from our Roadway Sensors and Transportation Systems operations, revenues from ourits Agriculture and Weather Analytics segment, composed of its ClearAg and our available cashClearPath Weather product lines, to DTN, an operating company of TBG AG, a Swiss-based holding company. As a result of the sale, we no longer operate in the Agriculture and Weather Analytics segment. See Note 14 "Subsequent Events" of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report for further details on hand, as needed. We may also elect to raise additional equity for these investments.the sale of the Agriculture and Weather Analytics segment.

Sales and Marketing

        We currently sell our Roadway Sensors products through both direct and indirect sales channels. In the territories we sell through direct channels, 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 is comprised of 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. In the fourth quarter of our fiscal year ended March 31, 2018 ("Fiscal 2018"), we entered into a distribution agreement to expand our northern European sales coverage in the U.K. and Ireland. Our independent distributors are trained in, and primarily responsible for, sales, installation, set-up and support of our products, maintain an inventory of demonstration traffic products from various manufacturers, and 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, and 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 maintain a full-time staff of customer support technicians throughout the U.S. to provide technical assistance when needed. When

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appropriate, we have the ability to modify or make changes to our distributor network to accommodate the needs of the market and our customer base.

        We market and sell our Transportation Systems services and solutions and, prior to May 2020, our ClearPath Weather services, primarily 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

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selected members of our engineering, science and information technology teams on a regional basis to serve in sales and business development functions. Our Transportation Systems contracts generally involve long lead times and require extensive specification development, evaluation and price negotiations.

        Currently, we marketClearAg solutions were marketed and sell our ClearAg solutionssold on a subscription basis, under a SaaS license, to seed and crop protection companies, agriculture equipment manufacturers, irrigation solution providers, allied providers and other agriculture service providers. Due to the recent consolidation of certain large companies in the agriculture market, sales to such companies typically involve long lead times. Although we sell directly to all of our customers, some of these customers include ClearAg into their solutions which are ultimately used by growers.

        We have a small dedicated software solutions sales team that serves as an overlay to our regionally aligned customer management team.

        We have historically had a diverse customer base. For the fiscal year ended March 31, 2020 ("Fiscal 2020"), no individual customer represented greater than 10% of our total revenues. For the fiscal year ended March 31, 2019 ("Fiscal 2019")2019) and Fiscal 2018, one individual customer represented greater than 10% of our total revenues. As of March 31, 2020 and 2019, 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 Roadway Sensors products. Additionally, we procure certain components for our Roadway Sensors products from qualified suppliers, both in the U.S. and internationally, and generally use multi-sourcing 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 MoboTrex, Inc. and Sony Electronics,MoboTrex, Inc. Our manufacturing 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 quarterly 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 ISO 9001 certified.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 2020, Fiscal 2019 and Fiscal 2018 and the fiscal year ended March 31, 2017 ("Fiscal 2017").2018. We believe customer support is a key competitive factor for our company.Company.

        Our ClearAg solutions arewere primarily sold as annual subscription services with recurring monthly revenue. As an element of these services, we provideprovided full-time support and customer service for such ClearAg solutions.

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Backlog

        Our total backlog of unfulfilled firm orders was approximately $55.4$67.2 million as ofat March 31, 2019,2020, which included $44.5$53.4 million related to Transportation Systems, $6.2$8.7 million related to Roadway Sensors, and $4.7$5.2 million related to Agriculture and Weather Analytics. Typically, we recognize approximately more than 70% of our Transportation Systems backlog as of the end of a fiscal year in the subsequent fiscal year, and currently expect that trend to continue for the near future. Substantially all of the entire backlog for Roadway Sensors and Agriculture and Weather Analytics as ofat March 31, 20192020 is expected to be recognized as revenue in the fiscal year ending March 31, 20202021 ("Fiscal 2020"2021"). and only a small portion of the backlog for Agriculture and Weather Analytics was realized prior to its sale in May 2020. At March 31, 2018,2019, we had backlog of approximately $47.5$55.4 million, which included $37.7$44.5 million related to Transportation Systems, $5.6$6.2 million related to Roadway Sensors and $4.2$4.7 million related to Agriculture and Weather

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Analytics. The increase in backlog in the current fiscal year was largely due to increased sales and marketing efforts in our Transportation Systems segment during the current fiscal year.

        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 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.

        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, in particular for our Roadway Sensors segment.

Product Development

        Our product development activities are mostly conducted at our principal facility in Santa Ana, California, as well as our facilities in Grand Forks, North Dakota and Oakland, California. Our research and development costs and expenses were approximately $8.6 million for Fiscal 2020, $7.8 million for Fiscal 2019, and $7.9 million for Fiscal 2018, and $6.9 million for Fiscal 2017.2018. We expect to continue to pursue various product development programs and incur research and development expenditures, primarily in our AgricultureRoadway Sensors and Weather Analytics and Roadway SensorsTransportation Systems segments 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 our ClearAg and ClearPath Weather solutions, and oursoftware offerings that include Iteris SPM, iPeMS, Iteris ClearGuide, and Iteris ClearFleet, as well as our other commercial vehicle operations software offerings.products. In addition, we intend to continue to invest in further enhancements and functionality in our Vantage products family. We believe that developing new and enhanced product offerings across our segments and enhancing, refining and marketing our existing products are key components for strong organic growth and profitability.

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 our Agriculture and Weather Analytics segment operates vary from the commercial sector customers for ClearAg solutions to public sector customers for ClearPath Weather solutions. Our competitors vary in number, scope and breadth of the products and services they offer. In the public sector, we compete with some of the same transportation engineering, planning and design firms that also compete with our Transportation Systems segment. In the commercial sector, we compete with a variety of entities that currently provide weather-related data to that market, such as IBM/The Weather Company and DTN.

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In the market for our Roadway Sensors detection products, we compete with manufacturers and distributors of other above-ground video camera detection systems such as Econolite, and manufacturers and distributors of other non-intrusive detection devices including(e.g., microwave, infrared, radar, ultrasonic and magnetic detectors,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 Velocity and VantagePegasus compete against various competitors in the travel-time and data communications markets, respectively.

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        The markets in which our Transportation Systems segment operates is 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 which includes(e.g., performance measurement and management, advanceadvanced traveler information systems, and our commercial vehicle operations and vehicle safety compliance platformsplatforms) include university affiliated software organizations, venture backed software companies, as well as other multi-disciplinary hardware and software corporations.

        The markets in which our Agriculture and Weather Analytics segment operated vary from the commercial sector customers for ClearAg solutions to public sector customers for ClearPath Weather solutions. Our competitors vary in number, scope and breadth of the products and services they offer. In the public sector, we competed with some of the same transportation engineering, planning and design firms that also compete with our Transportation Systems segment.

        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 us.we. 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 5321 issued U.S. patents, including: (i) 1014 relating to our Roadway Sensors technologies, twofour of which waswere issued in Fiscal 2019,2020 and (ii) 7 relating to our Transportation Systems technologies. Prior to the sale of our Agriculture and Weather Analytics segment in May 2020, we had a total of 36 issued U.S. patents relating to our Agriculture and Weather Analytics technologies, tentechnologies. Prior to the sale of which were issuedour Agriculture and Weather Analytics in Fiscal 2019, and (iii) 7 relating to our Transportation Systems technologies, one of which was issued in Fiscal 2019. We haveMay 2020, we had a total of 14 pending patent applications in the U.S. and 15 pending8 total foreign patent applications. The expiration dates of our patents range from 2026 to 2038. 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.

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        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, 2019,2020, we employed 362414 full-time employees and 3126 part-time employees, for a total of 393440 employees. As a result of the sale of our Agriculture and Weather Analytics segment in May 2020 and related restructuring activities, we currently have approximately 348 full-time and 26 part-time employees. None of our employees is 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, 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.

         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.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, subcontractorsub-contractor 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:

•

delays in funding and uncertainty regarding the allocation of funds to state and local agencies from the U.S. federal government, delays in the expenditures from the federal highway bill and

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delays or reductions in other state and local funding dedicated for transportation and ITS projects;




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other government budgetary constraints, cut-backs, delays or reallocation of government funding, including without limitation, changes in the new 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 may cause delays,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.

        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.

         We recently expanded our Agriculture and Weather Analytics capabilities to address a new market segment, the digital agricultural market, which might not broadly accept our technologies and new products.

        The application of data analytics to the agricultural market is a relatively new development that has required us to invest, and is expected to continue to require us to invest, in additional research and development, and sales and marketing without any guarantee of a commensurate increase in revenues. The introduction of any new Agriculture and Weather Analytics products and services could have longer than expected sales cycles, which could adversely impact our operating results. We cannot assure




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you that growers or other agribusinesses in this market will appreciate the value proposition of our offering or that our new ClearAg products for this market will achieve broad market acceptance in the near future or at all. If the agricultural market fails to understand and appreciate the benefit of our offering or chooses not to adopt our technologies, the financial results of our Agriculture and Weather Analytics segment will be adversely affected.

         We may not be able to achieve profitability on a quarterly or annual basis in the future.

        For Fiscal 2019, Fiscal 2018, and Fiscal 2017, weWe had net losses of approximately $5.6 million in Fiscal 2020, $7.8 million in Fiscal 2019 and $3.5 million and $4.8 million, respectively,in Fiscal 2018, and we cannot assure you that we will be profitable in the future. Our ability to become profitable in future periods could be impacted by governmental budgetary constraints,




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government and political agendas, economic instability and other items that are not in our control. Furthermore, we rely on operating profits from certain of our business segments 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. As a result, weWe may expect to continue to experience operating losses and net losses in Fiscal 2021 and may continue to do so in the future, which would make it difficult to fund our operations and achieve our business plan, and could cause the market price of our common stock to decline.

         Our profitability could be adversely affected if we are not able to maintain adequate utilization of our Transportation Systems workforce.

        The cost of providing our Transportation Systems engineering and 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:

•

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 contract;contracts;



•

availability of funding or other 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 Transportation Systems 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, or 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 engagenot be successful. We must, and do, take precautions to secure customer information and prevent unauthorized access to our databases and systems containing




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confidential information. Any data security event, such as a breach, data loss or information security lapses, whether resulting in acquisitionsthe 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 with its size and the nature of its 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.

        In April 2020, certain internal computer systems at our headquarters in Santa Ana were breached by an intruder, which prevented them temporarily from operating. We immediately took steps to isolate those systems and implemented measures to prevent additional systems from being affected, including taking systems offline as a precaution. The intrusion did not affect any customer-facing systems. Third party forensic experts were engaged to assist our information technology team to restore those affected internal systems to operation. We completed our investigation on June 3, 2020 and we have not experienced, nor do we believe there has been, any material impact to our operating activities nor our controls over financial reporting. To date, we have found no evidence of data exfiltration or misappropriation.

         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 recent coronavirus outbreak could have an adverse effect on our business.

        In March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of the Pandemic. The Pandemic is having an unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis, such as travel restrictions, quarantines and "stay-at-home" orders. The uncertainties caused by these events and actions include, but are not limited to, the adverse effect of the Pandemic on the economy, our vendors, our employees and customers and customer sentiment in general. Continued impacts of the Pandemic have materially adversely impacted global economic conditions, and have impacted our business, results of operations and financial condition, such as expense reductions, in an effort to mitigate such impacts. 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 spread of the outbreak, the impact on capital and financial markets and the related impact on the




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financial circumstances of our customers, all of which are highly uncertain and cannot be predicted. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.

         Acquisitions of companies or technologies, thatincluding our acquisition of AGI, may require us to undertake significant capital infusions and could result in disruptions of our business and diversion of resources and management attention.

        We may acquireIn July 2019, we completed the acquisition of AGI 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:

•

potential disruption of our ongoing business and the diversion of our resources and management's attention;






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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;



•

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.

         WeAcquisitions, investments and divestitures could result in operating difficulties, dilution, and other consequences that may need to raise additional capital in the future, which may not be available on terms acceptable to us, or at all.adversely affect our business and results of operations.

        We have historically experienced volatility inAcquisitions, investments and divestitures are important elements of our earningsoverall corporate strategy and cash flows from operations from year to year. We have filed a registration statement on a Form S-3, utilizing a "shelf" registration process,use of capital, and may consider a new equity financing in the future. Should the credit markets further tighten or our business declines, 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 maythese transactions could 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 dilutionmaterial to our stockholders.

        Our capital requirements will depend on many factors, including, but not limited to:financial condition and results of operations. We expect to continue to evaluate and enter into discussions regarding potential strategic transactions. Effecting these strategic transactions could create unforeseen operating difficulties and expenditures. We face risks that include, among other things:

•

market acceptance of our productsthe strategic benefits and product enhancements,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 the overall level of sales of our products;opportunities related to past and ongoing restructuring actions may not be realized or may take longer to realize than expected;



•

our ability to control costs and achieve profitability;realize the expected financial benefits of an acquisition, divestiture or other strategic transaction;



•

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;cost reductions may not occur as expected;




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government budgets, political agendasmanagement time and focus may be diverted from operating our business to challenges related to acquisitions and other funding issues, including potential delays in government contract awards;strategic transactions;



•

cultural challenges may arise associated with integrating employees from the acquired company into our ability to successfully negotiate credit arrangements with our bankorganization, and retention of employees from the state of the financial markets in general;businesses we acquire; and



•

general economic conditions, includingwe may fail to successfully further develop the effects of the economic slowdowns and international conflicts.acquired business or technology.

        IfOur failure to address the risks and other issues in connection with 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 equitypast or convertible debt securities, the percentage ownership offuture 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 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, 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.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.

         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:

•

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.




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         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




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production costs. During the past twofew fiscal years, we have introduced, and will continue to introduce this fiscal year, both new and enhanced products across all segments. 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.

         If our security measures are breached and unauthorized access is obtainedWe may need to our customer's personal and/raise additional capital in the future, which may not be available on terms acceptable to us, or proprietary data in connection with our web-based and mobile application 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.at all.

        Because techniques usedWe have historically experienced volatility in our earnings and cash flows from operations from year to obtain unauthorized accessyear. 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 sabotage, systems change frequentlyour stockholders.

        Our capital requirements will depend on many factors, including, but not limited to:

•

market acceptance of our products and generallyproduct enhancements, and the overall level of sales of our products;



•

our ability to control costs and achieve profitability;



•

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.




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        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 recognized until launched against a target,available or are not available on acceptable terms when needed, we may be unable to anticipate these techniquescontinue our operations as planned, develop or to implement adequate preventive measures. If an actual or perceived breach ofenhance our security occurs, the market perception of the effectiveness ofproducts, expand our security measures could be harmed and we could lose sales and customers.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 Iteris.we are.

        We compete with numerous other companies in our target markets including, but not limited to, large, multi-national corporations and many smaller regional engineering firms.

        We compete with existing, well-established companies and technologies in our Roadway Sensors segment, 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.

        The Transportation Systems 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.




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        The markets in which our Agriculture and Weather Analytics segment operates vary from public sector customers who focus on snow and ice management for state and county roadways, to commercial sector customers who employ our environmental content and agronomic models. Our competitors include divisions of large, international weather companies, as well as a variety of small providers in the road weather market. In the commercial agriculture sector, we compete with a variety of public and private entities that currently market software, agronomic analytics and weather forecast capabilities to agribusinesses.

        In each of our operating segments, 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 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.




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         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, 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 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 recentcontinued 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.

         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. 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. For




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example, a customer may require us to provide a surety bond or letter of credit to protect the client should we fail to perform under the terms of 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 particular projects, which could reduce or eliminate our profitability

We may continue to be subject to traffic relatedtraffic-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.

         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, 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




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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 highly skilled 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, thatwhich 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 Transportation Systems segment will depend on our ability to hire additional qualified engineers, planners and technical personnel. The future success of our Agriculture and Weather Analytics segment will depend on our ability to hire additional software developers, qualified engineers and technical personnel. Competition for qualified employees, particularly development engineers and software developers, is intense. 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.

         Our management information systems and databases could be disrupted by system security failures, cyber threats or by the failure of, or lack of access to, our Enterprise Resource Planning ("ERP") system. These disruptions could negatively impact our sales, increase our expenses and/or significantly harm our reputation.

        Internal users and computer programmers may be able to penetrate, aka "hack", our network security and create system disruptions, cause shutdowns and/or misappropriate our confidential




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information or that of our employees and third parties. Therefore, we could incur significant expenses addressing problems created by security breaches to our network. We must, and do, take precautions to secure customer information and prevent unauthorized access to our databases and systems containing confidential information. Any data loss or information security lapses resulting in the compromise of personal information or the improper use or disclosure of confidential, sensitive or classified information could result in claims, remediation costs, regulatory sanctions against us, loss of current and future contracts and serious harm to our reputation. We operate our Enterprise Resource Planning 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.

         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 Transportation Systems revenues could result in a reduction or reversal of previously recorded revenues and profits.

        A portion of Transportation Systems 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.

        As of March 31, 2019,2020, the value of securities available for sale within our investment portfolio was $1.9$11.6 million, which is generally determined based upon market values available from third-party sources. The value of our investment portfolio may fluctuatehas 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




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mitigate potential impacts of market risks, including hedging-related strategies, 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 judgments intechnology, 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:

•

the Pandemic, which may impact our first quarter and full fiscal year 2021 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;




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•

the size, timing, rescheduling or cancellation of significant customer orders;



•

our ability to control costs;



•

our ability to raise additional capital;



•

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;



•

seasonality due to winter weather conditions (as well as the adverse impact on revenues in certain regions impacted from time to time by hurricanes and other extreme conditions);



•

seasonality with respect to revenues from our ClearPath Weather and related weather forecasting services due to the decrease in revenues generated for such services during the spring and summer time periods;



•

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.

         Supply shortages or production gaps could materially and adversely impact our sales and financial results.

        We have in the past experienced, and may from time to time in the future continue to experience parts shortages or unforeseen quality control issues by our suppliers that may impact our ability to meet demand for our products. We have historically used and continue to use single suppliers for certain significant components in our products, and have had to reengineer products from time to time to address obsolete components, especially in our Roadway Sensors products. Our Roadway Sensors




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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




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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 ifshould for any reason our contract manufacturers werebecome 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 federal government has created the potential for significantCompany to risks of changes in, trade policies, includingor 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 government regulationsother economic uncertainties, affecting trade between the U.S. and other countries where we source components for our Roadway Sensors 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 Roadway Sensors 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 byof 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 Roadway Sensors and subscription customer base for our Agriculture and Weather Analytics segmentssegment 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:

•

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 eachrestrictions in the other countrycountries 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.




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        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, 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, 20162017 through March 31, 2019,2020, our common stock has traded at prices as low as $2.20$2.08 per share and as high as $8.17 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:

•

quarterly variations in operating results;



•

our ability to control costs, improve cash flow and sustain profitability;



•

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 possible 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.

         Certain provisionsProvisions of our charter documents may discourage a third party from acquiring us and may adversely affect the price of our common stock.

        Certain provisionsProvisions 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,




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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,directors. We may also adopt provisions and we recently eliminated cumulative votingagreements from time to time that could make it harder for directors and implemented majority voting for the election of directors of the company.a potential acquirer.

ITEM 1B.    UNRESOLVED STAFF COMMENTS


        None.

ITEM 2.    PROPERTIES


        Our headquarters and principal operations are housed in 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 2022. For additional information regarding our lease obligations, see Note 67 "Right-of-Use Assets and Lease Liabilities" of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report.

ITEM 3.    LEGAL PROCEEDINGS


        The information set forth under the heading "Litigation and Other Contingencies" under Note 6 of Notes to 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, 2019,29, 2020, we had 322318 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 new stock repurchase program pursuant to which we may acquire up to $3 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. 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 may continue to acquire shares of its outstanding common stock from time to time for an unspecified length of time.

        In Fiscal 2020, Fiscal 2019, and Fiscal 2018, and Fiscal 2017, we did not repurchase any shares. From inception of the program in August 2011 through March 31, 2019,2020, we repurchased approximately 3,422,000 shares of our common stock for an aggregate price of approximately $5.6 million, at an average price per share of $1.63. As of March 31, 2019,2020, all repurchased shares have been retired and returned to their status as authorized and unissued shares of our common stock. As of March 31, 2019,2020, approximately $1.7 million remains available for the repurchase of our common stock under our current program.

ITEM 6.    SELECTED FINANCIAL DATA


        The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.




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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 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 essential applied informatics that enable smart transportation and digital agriculture.mobility infrastructure management solutions. Municipalities, government agencies, crop science companies, agriculture service providers, and other agribusinessestransportation infrastructure providers use our solutions to makemonitor, visualize, and optimize mobility infrastructure to help ensure roads saferare safe, travel is efficient, and travel more efficient, as well as farmlands more sustainable, healthy and productive.communities thrive.

        Sale of Vehicle Sensors.    On July 29, 2011, we completed the sale of substantially all of our assets used in connection with our former Vehicle Sensors segment to Bendix Commercial Vehicle Systems LLC ("Bendix"), a member of Knorr-Bremse Group, pursuant to an Asset Purchase Agreement signed on July 25, 2011 (the "Asset Sale"). In connection with the Asset Sale, we were entitled to additional consideration in the form of certain performance and royalty-related earn-outs through December 31, 2017. From the date of the Asset Sale, through March 31, 2019,2020, we received approximately $2.7 million in connection with royalty-related earn-outs provisions for a total of $18 million in cash received from the Asset Sale. We also had approximately $0 and $106,000 in royalty-related receivables included in the prepaid expenses and other current assets in the accompanying consolidated balance sheet as of March 31, 2019 and 2018, respectively. We do not anticipate any further payments from Bendix.

        As a result of the Asset Sale, we no longer operate in the Vehicle Sensors segment. We determined that the Vehicle Sensors segment, which previously constituted one of our operating segments, qualified as a discontinued operation. The applicable financial results of our former Vehicle Sensors segment through the closing of the Asset Sale have been reclassified as a discontinued operation for all periods presented in this report. Refer to Note 3 of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report, for additional discussion regarding the Asset Sale.

        Business Segments.    We currently operate in threeOur reportable segments:segments consist of: Roadway Sensors, Transportation Systems, and, prior to May 5, 2020, Agriculture and Weather Analytics.

        The Roadway Sensors segment provides various advanced detection sensors and systems for traffic intersection management, communication systems and roadway traffic data collection applications. The Roadways Sensors product line uses advanced image processing technology and other techniques to capture and analyze sensor data through sophisticated algorithms, enabling vehicle, bicycle and pedestrian detection, as well as the transmission of both video images and data using various communication technologies. Our Roadway Sensors products include, among others, Vantage, VantageLive!, VantagePegasus, Vantage Next,Next®, VantagePegasus, VantageRadius, Vantage Vector, Velocity, SmartCycle, SmartCycle Bike Indicator, SmartSpan, VersiCam, PedTrax and P-Series products. In select territories, our Roadway Sensors segment also resellssells OEM products for the traffic intersection markets, which include, among other things, traffic signal controllers and traffic signal equipment cabinets.

        OurThe Transportation Systems segment includes engineering and consulting services, focused onmanaged services, performance measurement and traffic analytics solutions, as well as the development of transportation management and traveler information systems for the ITS industry. Our Transportation Systems 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 Transportation Systems services include planning, design, implementation, operation and management of surface transportation




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infrastructure systems. We perform analysis and study goods movement, provide commercial vehicle safety solutions,operations, provide travel demand forecasting and systems engineering, and identify mitigation measures to reduce traffic congestion. OurThe Transportation Systems segment also includes the operations of AGI beginning July 2, 2019 (see Note 11 "Acquisition" of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report for further details on the acquisition of AGI). The Transportations Systems segment product line includesincludes: Iteris SPMSignal Performance Measures ("SPM"), Iteris ClearGuide, and iPeMS, our performance measurement and information management solutions as well asanalytics solution, our advanced traveler information system solutions ClearPath 511 and Reverse 511, as well as our commercial vehicle operations and vehicle safety compliance platforms known as ClearFleet, CVIEW-Plus, CheckPoint, UCRLink and inspect.

        The Agriculture and Weather Analytics segment includesconsisted of ClearPath Weather, oura road maintenance applications,application, and ClearAg, oura digital agriculture platform. ClearPath Weather is a web-based solution, which includes a suite of tools that apply data assimilation and modeling technologies to assess historical weather conditions for both short-term and long-range weather forecasts and customizable route/site weather and pavement forecasting, and renderproviding winter road maintenance recommendations for state agencies, municipalities and commercial companies that allow such users to improvecreate solutions to meet roadway maintenance decisions. Ourdecision needs. ClearAg solutions combine weather and agronomic data with proprietary land-surface modeling and analytics to solve complex agricultural problems and to increase the efficiency and sustainability of farmlands. We currently offer our ClearAg solutions were offered to companies in the agriculture industry, such as seed and crop protection companies, integrated food companies, and agricultural equipment manufacturers and service providers. Our ClearAg solutions provideprovided weather, environment, soil and plant growth modeling to deliver environmental intelligence through ClearAg APIs and components, IMFocus APIs and ClearAg web applications.

        On May 5, 2020, pursuant to an Asset Purchase Agreement (the "Purchase Agreement") entered in on May 2, 2020, the Company sold the assets of its Agriculture and Weather Analytics segment, composed of its ClearAg and ClearPath Weather product lines, to DTN, LLC ("DTN"), an operating company of TBG AG, a Swiss-based holding company. As a result of the sale, we no longer operate in the Agriculture and Weather Analytics segment. See Note 14 "Subsequent Events" of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report for further details on the sale of the Agriculture and Weather Analytics segment.

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. On an ongoing basis, we evaluate these estimates and assumptions, include those related to revenue recognition, the collectability of accounts receivable and related allowance for doubtful accounts, projections of taxable income used to assess realizability of deferred tax assets, warranty reserves and other contingencies, costs to complete long-term contracts, indirect cost rates used in cost plus contracts, the valuation of inventories, the valuation of purchased intangible assets and goodwill, the valuation of investments, estimates of future cash flows used to assess the recoverability of long-lived assets and the impairment of goodwill, and fair value of our stock option awards used to calculate stock-based compensation. We base these estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions by their nature involve risks and uncertainties, and may prove to be inaccurate. In the event that any of




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our estimates or assumptions are inaccurate in any material respect, it could have a material adverse effect on our reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

        The following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

        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 revenuerevenues from contracts with our customers.




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        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. 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 the Transportation Systems and Agriculture and Weather Analytics segments, are primarily 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 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 support and the use of the Company's service platforms and APIs on a subscription basis. We generate this revenue from fees for maintenance support, 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 solutionsolutions 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




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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.




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        The Company's typical performance obligations include the following:

Performance Obligation		When Performance Obligation is Typically Satisfied		When Payment is Typically Due		How Standalone Selling Price is Typically Estimated
Product Revenues
Standard purchase orders for delivery of a tangible product		Upon shipment (point in time)		Within 30 days of delivery		Observable transactions
Engineering services where the deliverable is considered a product		As work is performed (over time)		Within 30 days of services being invoiced		Estimated using a cost-plus margin approach
Service Revenues
Engineering and consulting services		As work is performed (over time)		Within 30 days of services being invoiced		Estimated using a cost-plus margin approach
SaaS		Over the course of the SaaS service once the system is available for use (over time)		At the beginning of the contract period		Estimated using a cost-plus margin approach

Disaggregation of Revenue

        The Company disaggregates revenue from contracts with customers into reportable segments and the nature of the products and services. See Note 11 of Notes to Consolidated Financial Statements in Part II, Item 8 of this report for our revenue by reportable segment.

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 our consolidated balance sheet at their net estimated realizable value. 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 on the accompanying 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 liabilities are reported in a net position on a contract basis at the end of each reporting period.




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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, 2019, we capitalized approximately $172,000 of contract fulfillment costs which are presented in the accompanying consolidated balance sheet 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.

Transaction Price Allocated to the Remaining Performance Obligations

        As of March 31, 2019, 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.

        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 Company's consolidated statements of operations.

        Deferred Revenue.    Deferred revenue in the accompanying consolidated balance sheets is comprised of refund liabilities related to billings and consideration received in advance of the satisfaction of performance obligations.

        Goodwill and Other Long-Lived Assets.    Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Other long-lived assets primarily represent internally developed and purchased intangible assets including developed technology, customer relationships, trade names and patents. We currently amortize our intangible assets with definitive lives over periods ranging from one to seven years using a method that reflects the pattern in which the economic benefits of the intangible asset are




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consumed or otherwise used or, if that pattern cannot be reliably determined, using a straight-line amortization method over the estimated useful life of the asset.

        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 qualitative 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




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carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. We determine the fair values of our reporting units using the income valuation approach, as well as other generally accepted valuation methodologies.

        We test long-lived assets and purchased intangible assets (other than goodwill) for impairment if we believe indicators of impairment exist. 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 assets and purchased 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.

        On an interim basis, we estimate what our anticipated annual effective tax rate will be, while also separately considering applicable discrete and other non-recurring items, and record a quarterly income tax provision in accordance with this anticipated rate. As the fiscal year progresses, we refine our estimates based upon actual events and financial results during the year. This estimation process can result in significant changes to our expected effective tax rate. When this occurs, we adjust our income tax provision during the quarter in which our estimates are refined so that the year-to-date provision reflects the expected annual effective tax rate. These changes, along with adjustments to our deferred taxes, among others, may create fluctuations in our overall effective tax rate from quarter to quarter.

        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 reversed in the first subsequent financial reporting period in which that threshold is no longer met.

        The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.

        In relation to the Tax Cuts and Jobs Act ("TCJA"), we determinedetermined reasonable provisional estimateestimates on our existing deferred tax balances and the one-time transition tax under the SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118").




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Actual future operating results and the underlying amount and type of income could differ materially from our estimates, assumptions and judgments, thereby impacting our consolidated financial position and results of operations.

        On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. Changes in tax laws or rates are accounted for in the period of enactment. 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.




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        Stock-Based Compensation.    We record stock-based compensation in the statements of operations as an expense, based on the grant date estimated 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 and restricted stock units. The fair value of our stock option awards is estimated on the grant date using the Black-Scholes-Merton option-pricing formula. While utilizing this model meets established requirements, the estimated fair values generated by it may not be indicative of the actual fair values of our stock option 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 the limited transferability of the awards. 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.

Recent Accounting Pronouncements

        Refer to Note 1 "Description of Business and Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report for a discussion of recent accounting pronouncements.




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Fiscal 2020 and Fiscal 2019 Results of Operations

        The following table sets forth certain statementFor a comparison of operations data as a percentagethe 2019 to 2018 fiscal years, see Part II, Item 7. Management's Discussion and Analysis of revenuesFinancial Condition and Results of Operations of the Company's Form 10-K for the periods indicated.

		Year Ended March 31,
		2019			2018			2017
Product revenues			48.7	%		44.8	%		45.6	%
Service revenues			51.3			55.2			54.4
​	​	​	​	​	​	​	​	​	​	​
Total revenues			100.0			100.0			100.0
Cost of product revenues			28.7			25.7			24.8
Cost of service revenues			32.4			35.9			36.2
​	​	​	​	​	​	​	​	​	​	​
Cost of revenues			61.1			61.6			61.0
​	​	​	​	​	​	​	​	​	​	​
Gross profit			38.9			38.4			39.0
Operating expenses:
Selling, general and administrative			38.7			36.0			34.6
Research and development			7.9			7.7			7.2
Amortization of intangible assets			0.3			0.1			0.3
Loss on impairment of goodwill			—			—			2.3
​	​	​	​	​	​	​	​	​	​	​
Total operating expenses			46.9			43.8			44.4
​	​	​	​	​	​	​	​	​	​	​
Operating loss			(7.9	)		(5.4	)		(5.4	)
Non-operating income (expense):
Other income (expense), net			0.1			(0.0	)		0.0
Interest income, net			0.1			0.0			0.0
​	​	​	​	​	​	​	​	​	​	​
Loss from continuing operations before income taxes			(7.8	)		(5.4	)		(5.4	)
(Provision) benefit for income taxes			(0.0	)		1.8			—
​	​	​	​	​	​	​	​	​	​	​
Loss from continuing operations			(7.9	)		(3.6	)		(5.4	)
Gain on sale of discontinued operation, net of tax			—			0.2			0.4
​	​	​	​	​	​	​	​	​	​	​
Net loss			(7.9	)%		(3.4	)%		(5.0	)%
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

Analysis of Fiscal 2019, Fiscal 2018 and Fiscal 2017 Results of Operationsfiscal year ended March 31, 2019."

        Total Revenues.    Total revenues are comprised of sales from our Roadway Sensors, Transportation Systems and Agriculture and Weather Analytics segments. The following tables present details of total revenues for Fiscal 20192020 as compared to Fiscal 2018, and Fiscal 2018 as compared to Fiscal 2017:2019:

		Year Ended March 31,
								$ Increase (decrease)			% Change				Year Ended March 31,
		2019			2018										2020			2019			$ Increase			% Change
		(In thousands, except percentages)													(In thousands, except percentages)
Product revenues		$	48,227		$	46,464		$	1,763			3.8	%		$	55,007		$	48,227		$	6,780			14.1	%
Service revenues			50,896			57,265			(6,369	)		(11.1	)%			59,110			50,896			8,214			16.1	%
​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total revenues		$	99,123		$	103,729		$	(4,606	)		(4.4	)%		$	114,117		$	99,123		$	14,994			15.1	%
​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​




Table        Product revenues primarily consist of Contents




		Year Ended March 31,
								$ Increase			% Change
		2018			2017
		(in thousands, except percentages)
Product revenues		$	46,464		$	43,735		$	2,729			6.2	%
Service revenues			57,265			52,247			5,018			9.6	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total revenues		$	103,729		$	95,982		$	7,747			8.1	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

Roadway Sensors product sales, but also include OEM products for the traffic signal markets, as well as Transportation Systems third-party product sales for installation under certain construction-type contracts. Product revenues for Fiscal 20192020 increased approximately 3.8%14.1% to $55.0 million, compared to $48.2 million compared to $46.5 million in Fiscal 2018,2019, primarily due to an increase in sales of our Transportation Systems third-party product sales for certain construction-type contracts. This increase was offsetcore Roadway Sensors video detection products, and to a lesser extent, increases in part by a decrease inboth unit sales from our distribution in Texas of certain OEM products for the traffic intersection market largely inand Transportation Systems third-party product sales for installation under certain construction-type contracts.

        Service revenues primarily consist of Transportation Systems engineering services, but also includes service revenues generated by our Texas markets, as a result ofRoadway Sensors segment and the delayed finalization of certain statewide purchase programs.Agriculture and Weather Analytics segment. Service revenues for Fiscal 2019 decreased2020 increased approximately 11.1%16.1% to $59.1 million, compared to $50.9 million compared to $57.3 million in Fiscal 2018,2019, primarily due to lowerapproximately $6.4 million of revenues from the operations of AGI as well as higher Transportation Systems traffic engineering service revenue for government agencies,revenues and the transition from being the prime contractor on certain large contracts awarded in Fiscal 2016, to the sub-contracting party.a lesser extent higher Agriculture and Weather Analytics revenues. Total revenues for Fiscal 2019 decreased2020 increased approximately 4.4%15.1% to $114.1 million, compared to $99.1 million compared to $103.7 million in Fiscal 2018,2019. The increase in total revenues was primarily due to an approximate 8.6% decrease16.5% increase in Transportation




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Systems revenues, an approximate 2.0% decrease13.5% increase in Roadway Sensors revenues, which was in part offset byand an approximate 18.9%15.5% increase in Agriculture and Weather Analytics revenues.

        Roadway Sensors revenues in Fiscal 20192020 included approximately $43.3$49.1 million in product revenues and approximately $239,000 of service revenues, reflecting a decrease in total revenues of approximately $0.9$0.3 million or 2%, compared to Fiscal 2018. The decrease in Fiscal 2019was primarily due to lower unit sales from our distribution of certain OEM products for the traffic intersection market, resulting from the aforementioned delayed finalization of certain statewide purchase programs, as well as a slight decline in sales of our core Vantage products. Revenue generated through the distribution of certain OEM products was approximately $4.0 million and approximately $5.3 million for Fiscal 2019 and Fiscal 2018, respectively. Roadway Sensors revenues in Fiscal 2018 included approximately $44.2 million in product revenues and $194,000 of service revenues, reflecting an increase in total revenues of approximately $2.2$5.9 million or 5%13.5%, compared to Fiscal 2017. The increase was2019, primarily due to higher unit sales offrom our core Roadway Sensors video detection products, aided by a corresponding increaseas well as higher unit sales from our distribution in our distributionTexas of certain OEM products for the traffic intersection market. Revenue generated through the distribution of certain third party products wasmarket, which increased approximately $5.3$2.0 million andor 54.1% to approximately $4.8 million for Fiscal 2018 and Fiscal 2017, respectively.$5.8 million. While OEM products generally have lower gross margins than our core video detection products, we believe the offering of OEM products can benefit sales of our core products in Texas by providing a more comprehensive suite of traffic solutions for our customers. Going forward, we plan to grow revenues by focusing on our core domestic traffic intersection market, and refinerefining and deliverdelivering products that address the needs of this market, primarily our Vantage processors and camera systems and our Vantage Vector video/radar hybrid sensor, as well as our SmartCycle, Velocity, PedTrax and SmartSpan products. Additionally, we expect our VantageLive! solution, which is a SaaS offering that analyzes data collected by our Vantage cameras, to further differentiate our products from competing alternatives.

        Transportation Systems revenues in Fiscal 20192020 included approximately $44.8$52.1 million of service revenues and approximately $5.0$5.9 million of sales of third-party products purchased for installation under certain construction-type contracts, reflecting a decrease in total revenues of approximately $4.7 million or 8.6%, compared to Fiscal 2018. The decrease was primarily a result of transition from being the prime contractor to a sub-contractor on certain large contracts as mentioned above, as well as the completion of certain large contracts awarded in previous years, and the timing of backlog fulfilment on certain other projects. Transportation revenues in Fiscal 2018 included approximately $52.2 million of service revenues and approximately $2.3 million of sales of third-party products




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purchased for installation under certain construction-type contracts, reflecting an increase in total revenues of approximately $5.2$8.2 million or 11%16.5%, compared to Fiscal 2017. The2019, primarily due to approximately $6.4 million of revenues from the operations of AGI and an increase was primarily a resultin Transportation Systems traffic engineering service revenues of extensions granted on certain large contracts,approximately $1.1 million. Transportation Systems added approximately $68.7 million of new contract awards, andbacklog during the timingFiscal 2020. Transportation Systems backlog increased to approximately $53.4 million as of backlog fulfilment on certain other projects.March 31, 2020, compared to approximately $44.5 million as of March 31, 2019.

        We plan to continue to focus on securing new contracts and to extend and/or continue our existing relationships with key agencies 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 sub-consulting content and third-party product sales will likely affect the related total gross profit from period to period, as total revenues derived from sub-consultants and third-party product sales generally have lower gross margins than revenues generated by our professional services.

        Agriculture and Weather Analytics revenues in Fiscal 20192020 included no product revenue and represented approximately $5.8$6.7 million of service revenues, largely consisting of subscription revenues, reflecting an increase in total revenues of approximately $925,000$0.9 million or 18.9%15.5%, compared to Fiscal 2018.2019. The increase was primarily due to increases in both ClearPath Weather and ClearAg solutions under newly signed contracts during Fiscal 2019. Agriculture and Weather Analytics revenues in Fiscal 2018 included no product revenue and approximately $4.9 million of service revenues, largely consisting of subscription revenues, reflecting an increase in total revenues of approximately $351,000 or 7.7%, compared to Fiscal 2017. The increase was primarily due to increases in both our ClearPath Weather and ClearAg solutions under newly signed contracts during Fiscal 2018. We plan to continue to focus on commercial opportunities in the digital agriculture technology markets by offering APIs, software applications, content, and modeling services to provide analytics and decision support services that leverage our digital weather, soil and agronomic content and applications.2020.

        Gross Profit.    The following tables present details of our gross profit for Fiscal 20192020 compared to Fiscal 2018, and Fiscal 2018 compared to Fiscal 2017:2019:

		Year Ended March 31,
								$ Decrease			% Change
		2019			2018
		(In thousands, except percentages)
Product gross profit		$	19,793		$	19,831		$	(38	)		(0.2	)%
Service gross profit			18,813			20,000			(1,187	)		(5.9	)%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total gross profit		$	38,606		$	39,831		$	(1,225	)		(3.1	)%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Product gross margin as a % of product revenues			41.0	%		42.7	%
Service gross margin as a % of service revenues			37.0	%		34.9	%
Total gross margin as a % of total revenues			38.9	%		38.4	%




		Year Ended March 31,
								$ Increase (decrease)			% Change				Year Ended March 31,
		2018			2017										2020			2019			$ Increase			% Change
		(in thousands, except percentages)													(In thousands, except percentages)
Product gross profit		$	19,831		$	19,858		$	(27	)		(0.1	)%		$	24,741		$	19,793		$	4,948			25.0	%
Service gross profit			20,000			17,544			2,456			14.0	%			23,020			18,813			4,207			22.4	%
​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total gross profit		$	39,831		$	37,402		$	2,429			6.5	%		$	47,761		$	38,606		$	9,155			23.7	%
​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Product gross margin as a % of product revenues			42.7	%		45.4	%									45.0	%		41.0	%
Service gross margin as a % of service revenues			34.9	%		33.6	%									38.9	%		37.0	%
Total gross margin as a % of total revenues			38.4	%		39.0	%									41.9	%		38.9	%




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        Our product gross margin as a percentage of product revenues for Fiscal 2019 decreased2020 increased approximately 170400 basis points compared to Fiscal 20182019 primarily due to an increase in our Roadway Sensors core video detection products, which typically yields higher gross margins than our Roadway Sensors OEM sales and our Transportation Systems third-party product sales.sales for installation under certain construction-type contracts that we classify as product revenues.

        Our service gross margin as a percentage of service revenues for Fiscal 20192020 increased 210190 basis points compared to Fiscal 20182019 primarily due to the completion of previously awarded contracts, the timing of certain extension contracts, the contract mix and a decrease in the amount of related sub-consulting content of such contracts. Sub-consulting content generally results in lower gross margins than our direct labor content.

        Our total gross margin as a percentage of total revenues for Fiscal 2019 decreased 502020 increased 300 basis points compared to Fiscal 20182019 primarily as a result of the revenue mix between thewithin our Roadway Sensors and Transportation Systems segments, as Roadway Sensors revenues generally yield higher total gross margins than our other segments. As such, the decrease in our Transportation Systems revenues from approximately 52.5% of total revenues forDuring Fiscal 2018 to approximately 50.3% of total revenues for Fiscal 20192020, there was a primary contributor to our increase in total gross margin. Roadway Sensors revenue increased as a percentage of total revenues from approximately 42.8% for Fiscal 2018 to approximately 43.9% for Fiscal 2019.

        Our product gross margin as a percentage of product revenues for Fiscal 2018 decreased approximately 270 basis points compared to Fiscal 2017 primarily due to an increase in our Roadway Sensors OEM sales, as well as our Transportation Systems third-party product sales, boththe percentage of which typically yield lower gross margins thanrevenue from our sales of Roadway Sensors core video detection products. Our service gross marginproducts as a percentage of service revenues for Fiscal 2018 increased 130 basis points compared to Fiscal 2017 primarily due to the timing of certain extension contracts, the contract mix andwell as a decrease in the amount of related sub-consulting content of such contracts. Sub-consulting content generally results in lower gross margins than our direct labor content. Our total gross margin as a percentage of total revenues for Fiscal 2018 decreased 60 basis points compared to Fiscal 2017 primarily as a result of the revenue mix between the Roadway Sensors and Transportation Systems segments, as Roadway Sensors revenues generally yield higher total gross margins than our other segments. As such, the increase infrom our Transportation Systems total revenues from approximately 51%sales of total revenuesthird-party products purchased for Fiscal 2017 to approximately 53%installation under certain construction-type contracts, both of total revenues for Fiscal 2018 was a primary contributor to our declinewhich drove an increase in total gross margin. Roadway Sensors revenue decreased as a percentage of total revenues from approximately 44% for Fiscal 2017 to approximately 43% for Fiscal 2018.

        Roadway Sensors gross profit can fluctuate in any specific quarter or year based on, among other factors, customer and product mix between core products and third party OEM products, competitive pricing requirements, product warranty costs and provisions for our excess and obsolete inventories, as well as shifts of engineering resources from development activities to sustaining activities, which we record as cost of goods sold.

        We recognize a portion of our Transportation Systems revenues and related gross profit over time using percentage of completion contract accounting,the costs incurred input method, where revenue is recognized based on the Company's efforts or inputs toward satisfying a performance obligation, and the underlying mix of contract activity affects the related gross profit recognized in any given period. For the Transportation Systems segment, we expect to experience gross profit variability in future periods due to our contract mix and the amount of related sub-consulting content of such contracts, as well as factors such as our ability to efficiently utilize our internal workforce, which could cause fluctuations in our margins from period to period.

Selling, General and Administrative Expense

        Selling, general and administration expense for Fiscal 20192020 increased approximately 2.9%15.3% to $44.4 million, compared to $38.5 million compared to $37.4 million in Fiscal 2018.2019. The overall increase was primarily due to an increaseexpenses related to the acquisition of AGI, retention costs for certain Agriculture and Weather Analytics employees, and executive severance costs. In connection with the AGI acquisition completed in business development costs aimed at the pursuit of large contracts in the Transportations Systems segment. In addition, during FiscalJuly 2019, there were planned headcount increases in general and administrative positions, as well as increases in the Transportations Systems and Roadway Sensors sales force headcount, all ofwe added more than 40 employees, which resulted in higher salary and personnel-related costs.




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        Selling, general and administration expense for Fiscal 2018has increased approximately 12.3% to $37.4 million, compared to $33.3 million in Fiscal 2017. The overall increase was primarily due to an increase in business development costs aimed at the pursuit of large contracts in the Transportations Systems segment. In addition, there were higher personnel compensation costs driven by higher revenues. This increase in personnel also drove an increase in facilities costs. The overall increase was also attributable to an increase in otherour selling, general and administrative expenses, primarily due to a reversal of certain bad debt reserves on specific accounts receivable that were subsequently collected during Fiscal 2017, which did not reoccurexpense in Fiscal 2018.2020.

Research and Development Expense

        Research and development expense for Fiscal 2019 was2020 increased approximately 10.3% to $8.6 million, compared to $7.8 million whichin Fiscal 2019. The overall increase was relatively consistent with Fiscal 2018 at $7.9 million, as the Companyprimarily due to continued to investinvestment in research discovery, and development.development activities largely focused on improving our existing software related product offerings.

        We continued to investDuring Fiscal 2020, we invested in the development of our iPeMS software offering as well as ourfurther enhancements and functionality of the ClearAg and ClearPath Weather solutions.solutions in the Agriculture and Weather Analytics segment and our Vantage products family in our Roadway Sensors segment. In addition,our Transportation Systems segment, we invested in, further enhancements and functionalitysuccessfully released Iteris ClearGuide, our state-of-the-art mobility intelligence platform, designed to help transportation agencies achieve safer, more efficient mobility for their




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networks. Going forward, we plan to continue to invest in Iteris ClearGuide and our Vantage products family. During Fiscal 2018, we successfully released Iteris SPM, our cloud-based signal performance measures application. During Fiscal 2017, we released our VantageLive! platform as well as a number of generally available advisory applications, including our Harvest Advisory

        In both the current and Nitrogen Advisory. Certainprior year periods certain development costs were capitalized into intangible assets in the consolidated balance sheets; 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 solutions. This continued investment may result in increases in research and development costs, as well as additional capitalized software in future periods.

        Research and development expense for Fiscal 2018 increased approximately 15.5% to $7.9 million, compared to $6.9 million in Fiscal 2017. The overall increase was primarily due to continued investment in research, discovery, and development largely focused on our software related product offerings.

Impairment of Goodwill

        Based on our goodwill impairment testing for Fiscal 20192020 and 2018,2019, 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 20192020 and 2018. Based on our goodwill impairment testing for Fiscal 2017, we determined the fair value of the Agriculture and Weather Analytics reporting unit was less than its carrying amount and resulted in approximately $2.2 million impairment charge in the consolidated statement of operations for Fiscal 2017. We also determined our Roadway Sensors and Transportation Systems reporting units had no impairment, as their estimated fair values exceeded their respective carrying values.2019. 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 $1.5 million and $1.1 million $726,000, and $623,000 for Fiscal 2019, Fiscal 20182020 and Fiscal 2017,2019, respectively. Approximately $850,000, $638,000,$736,000 and $342,000$850,000 of the intangible asset amortization was recorded to cost of revenues, and approximately $275,000, $88,000,$757,000 and $281,000$275,000 was recorded to amortization expense for Fiscal 2019, Fiscal 20182020 and Fiscal 2017,2019, respectively, in the consolidated statements of operations. The increase in amortization was primarily due to amortization expenses related to our Oracle ERP system design and development, which was placed in service in April 2018.




Tableintangible assets acquired as part of Contentsthe AGI acquisition.

Interest Income, Net

        Net interest income was approximately $129,000, $32,000$229,000 and $13,000$129,000 in Fiscal 2019, Fiscal 20182020 and Fiscal 2017,2019, respectively. The increase in net interest income in the current year was primarily due to interest earned on investments purchased and held during the current Fiscal year.

Income Taxes

        The following table presents our (benefit) provision for income taxes for Fiscal 2019, Fiscal 20182020 and Fiscal 2017:2019:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019
		(In thousands, except percentages)										(In thousands, except percentages)
(Benefit) provision for income taxes		$	36		$	(1,818	)	$	(44	)
Provision (benefit) for income taxes												$	160		$	36
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Effective tax rate			(0.5	)%		32.5	%		0.8	%			(3.1	)%		(0.5	)%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        For Fiscal 2020 and 2019, the difference between the statutory and the effective tax rate was primarily attributable to the valuation allowance recorded against our deferred tax assets.

        For Fiscal 2018, the difference between the statutory and the effective tax rate was primarily attributable to an increase in tax expense resulting from the impact of the change in the U.S. federal tax rate on the Company's deferred tax assets, offset by a corresponding change to the valuation allowance maintained against the deferred tax assets and a benefit for research tax credits generated during the current fiscal year. The effective tax rate for Fiscal 2018 was also favorably impacted by the reversal of the valuation allowance related to alternative minimum tax credit carryforwards, which were made refundable by the tax legislation discussed below.

        For Fiscal 2017, the difference between the statutory and the effective tax rate was primarily attributable to the valuation allowance recorded against the Company's 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 $12.3$14.2 million and $9.8$12.3 million against our deferred tax assets at March 31,




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2020 and 2019, and 2018, 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, 2019,2020, we had $17.4$10.7 million of federal net operating loss carryforwards that do not expire as a result of recent tax law changes and $5.7changes. We had $7.3 million of federal net operating loss carryforwards that begin to expire in 2022.2038. We also had $8.0$8.7 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.

        The TCJAOn March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted on December 22, 2017 and reduced U.S. corporatein response to the Pandemic. The CARES Act contains numerous income tax ratesprovisions, 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 CARES Act allows net operating losses incurred in 2018, 2019, and 2020 to 21.0% as of January 1, 2018. The rate change became effective during Fiscal 2018 resulting in a




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blended statutory tax rate of 30.8% for Fiscal 2018. As a consequencebe carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The income tax legislation, the Company recorded a decrease in its net deferred tax assets of $4.1 million and a decrease in the valuation allowance maintained against its deferred tax assets of $5.8 million. The estimated impactprovisions of the CARES Act had an immaterial impact on our current taxes, deferred taxes, and uncertain tax legislation was an income tax benefit of $1.7 million, of which $1.1 million was due to the release of valuation allowance that had been maintained against alternative minimum tax credit carryforwards, which were made refundable by the tax legislation, and $640,000 was due to the remeasurement of a deferred tax liability related to indefinite-lived assets.

        On December 22, 2017, the SEC issued guidance under SAB 118 directing taxpayers to consider the impactpositions of the tax legislation as "provisional" when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. In accordance with SAB 118, the income tax effects recorded in Fiscal 2018 represented the Company's best estimate based on its current interpretation of this tax legislation. We completed our accounting for the tax legislation in Fiscal 2019 and did not recognize any material adjustments to the provisional amounts recorded in Fiscal 2018.Company.

Liquidity and Capital Resources

For a comparison of the 2019 to 2018 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, 2019."

Cash Flows

        We have historically financed our operations with a combination of cash flows from operations and the sale of equity securities and our prior bank line of credit.securities. We have historically relied, and 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, 2019,2020, we had $13.5$32.5 million in working capital, which included $7.1$14.4 million in cash and cash equivalents as well as $1.9and $11.6 million in short-term investments. This compares to working capital of $17.4$13.5 million at March 31, 2018,2019, which included $10.2$7.1 million in cash and cash equivalents as well as $5.3and $1.9 million in short-term investments.




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        The following table summarizes our cash flows for Fiscal 2019, Fiscal 20182020 and Fiscal 2017:2019:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019
		(In thousands)										(In thousands)
Net cash provided by (used in):
Operating activities		$	(5,828	)	$	(268	)	$	2,903			$	(3,827	)	$	(5,828	)
Investing activities			2,345			(8,823	)		(1,343	)		$	(16,243	)	$	2,345
Financing activities			402			1,042			612			$	27,362		$	402

        Operating Activities.    Cash used in our operations during Fiscal 2020 was primarily the result of our net loss of approximately $5.6 million, adjusted by approximately $6.9 million in non-cash items for noncash lease expense, deferred income taxes, depreciation, stock-based compensation, and amortization, offset by a decrease of approximately $5.2 million from changes in working capital.

        Cash used in our operations during Fiscal 2019 was primarily the result of our net loss of approximately $7.8 million, adjusted by approximately $4.1 million in non-cash items for deferred income taxes, depreciation, stock-based compensation, and amortization. The net loss was offset in part by approximately $2.1 million of working capital used in our operations in Fiscal 2019.

        Cash used in our operations during Fiscal 2018 was primarily the result of our net loss of approximately $3.5 million, adjusted by approximately $2.4 million in non-cash items for deferred income taxes, depreciation, stock-based compensation, amortization, gain on sales of discontinued




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operations, and loss on disposal of equipment. The net loss was offset in part by approximately $819,000 of working capital provided by our operations in Fiscal 2018.

        Cash provided by our operations during Fiscal 2017 was primarily the result of approximately $3.6 million of working capital provided and offset by our net loss of approximately $4.8 million, adjusted by approximately $4.2 million in non-cash items for deferred income taxes, depreciation, stock-based compensation, amortization, gain on sales of discontinued operations, loss on disposal of equipment and loss on impairment of goodwill.

        Investing Activities.    Net cash used in our investing activities during Fiscal 2020 was primarily the result of purchases of approximately $33.8 million of short-term investments and approximately $468,000 of property and equipment, as well as approximately $5.6 million in net cash paid for the AGI acquisition and approximately $633,000 of capitalized software development, primarily in the Roadway Sensors and Transportation Systems business segments related to VantageLive! and Iteris ClearGuide, respectively. These investments were partially offset by approximately $24.2 million in proceeds from the sale and maturity of short-term investments.

        Net cash provided by our investing activities during Fiscal 2019 was primarily the result of approximately $7.5 million in proceeds from the maturity of short-term investments and approximately $107,000 in proceeds from the last earn-out payment related to the sale of the assets of the Vehicle Sensors segment in 2011. These amounts were partially offset by purchases of approximately $4.1 million of short-term investments and approximately $486,000 of property and equipment as well as approximately $660,000 of capitalized software development primarily in the Roadway Sensors business segment related to VantageLive! developments.

        Cash used in our investing activities during Fiscal 2018 consisted of approximately $5.3 million in investment purchases, approximately $1.1 million for purchases of property and equipment primarily related to leasehold improvement to our corporate headquarters, and $2.9 million of capitalized software development primarily related to the development of our new Oracle ERP system, and to a lesser extent, in the Agriculture and Weather Analytics and Roadway Sensors business segments related to ClearAg assets and VantageLive! developments. These investments were partially offset by approximately $511,000 in proceeds from the earn-out provision included in the sale of the Vehicle Sensors segment.

        Cash used in our investing activities during Fiscal 2017 consisted of approximately $1.2 million of capitalized software development in the Agriculture and Weather Analytics and Roadway Sensors business segments related to ClearAg assets and VantageLive! development, respectively, and approximately $668,000 for purchases of property and equipment, primarily related to computers and related equipment which were offset by approximately $495,000 in proceeds from the sale of the Vehicle Sensors segment.

        Financing Activities.    Net cash provided by financing activities during Fiscal 2020 was the result of approximately $26.8 million of proceeds from the issuance of common stock in connection with the public offering, net of costs, of 6,182,797 shares of the Company's common stock on June 13, 2019. In addition, there was $370,000 of cash proceeds from the purchase of ESPP shares and approximately $256,000 of cash proceeds from the exercises of stock options.

        Net cash provided by financing activities during Fiscal 2019 was primarily the result of approximately $343,000$365,000 of cash proceeds received from the purchases of Employee Stock Purchase Plan ("ESPP") shares, and approximately $90,000$85,000 of cash proceeds from the exercise of stock options during Fiscal 2019.

        Net cash provided by financing activities during Fiscal 2018 and Fiscal 2017 was primarily the result of approximately $1.0 million and $612,000, respectively, of cash proceeds received from the exercises of stock options.

Off-Balance Sheet Arrangements

        Other than our operating leases, which are further described at Note 8 of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report, weWe do not have any other material off-balance sheet arrangements at March 31, 2019.2020.




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Seasonality

        We have historically experienced seasonality, particularly with respect to our Roadway Sensors segment, 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, particularly with respect to our Transportation Systems segment, which




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adversely impacts our third fiscal quarter due to the increased number of holidays, causing a reduction in available billable hours. In addition, we have experienced seasonality related to certain ClearPath Weather services which adversely impacts such sales in our first and second fiscal quarters, mainly because these services are generally not required during Spring and Summer when weather conditions are comparatively milder.

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			4341
Consolidated Balance Sheets as of March 31, 20192020 and 20182019			4542
Consolidated Statements of Operations for the fiscal years ended March 31, 2020, 2019 2018 and 20172018			4643
Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2020, 2019 2018 and 20172018			4744
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2020, 2019 2018 and 20172018			4845
Notes to Consolidated Financial Statements			4946




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Iteris, Inc.

OpinionsOpinion on the Financial Statements and Internal Control over Financial Reporting

        We have audited the accompanying consolidated balance sheets of Iteris, Inc. and subsidiarysubsidiaries (the "Company") as of March 31, 20192020 and 2018,2019, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the three years in the period ended March 31, 2019,2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

We have also have 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, 2019,2020, based on criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

        Inand our report dated June 9, 2020, expressed an unqualified opinion on the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effectiveCompany's internal control over financial reportingreporting.

Adoption of New Accounting Standard

        As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of and for the year ended March 31, 2019, based on criteria established in2020 due to the adoption of Accounting Standards Update 2016-02,Internal Control—Integrated Framework (2013)Leases issued by COSO..

Basis for OpinionsOpinion

        The Company's management is responsible for theseThese financial statements for maintaining effective internal control over financial reporting, and for its assessmentare the responsibility of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.Company's management. Our responsibility is to express an opinion on thesethe Company's financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)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 auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

fraud. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures tothat 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.




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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.opinion.

/s/ Deloitte & Touche LLP

Costa Mesa, CA


June 6, 20199, 2020

We have served as the Company's auditor since fiscal 2016.




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Iteris, Inc.



Consolidated Balance Sheets



(In thousands, except par value)


		March 31,							March 31,
		2019			2018				2020			2019
Assets
Current assets:
Cash and cash equivalents		$	7,071		$	10,152			$	14,217		$	7,071
Restricted cash										146			—
Short-term investments			1,935			5,319				11,556			1,935
Trade accounts receivable, net of allowance for doubtful accounts of $539 and $333 at March 31, 2019 and March 31, 2018, respectively			16,929			12,866
Trade accounts receivable, net of allowance for doubtful accounts of $802 and $539 at March 31, 2020 and 2019, respectively										17,569			16,929
Unbilled accounts receivable			6,487			7,473				10,352			6,487
Inventories			2,916			2,921				3,040			2,916
Prepaid expenses and other current assets			1,367			1,165				2,149			1,367
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total current assets			36,705			39,896				59,029			36,705
Property and equipment, net			1,965			2,333				1,942			1,965
Right-of-use assets										13,044			—
Intangible assets, net			3,286			3,751				6,137			3,286
Goodwill			15,150			15,150				20,590			15,150
Other assets			849			1,756				1,215			849
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total assets		$	57,955		$	62,886			$	101,957		$	57,955
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable		$	9,441		$	7,838			$	8,355		$	9,441
Accrued payroll and related expenses			6,536			7,398				8,441			6,536
Accrued liabilities			2,370			2,358				3,756			2,370
Deferred revenue			4,883			4,900				5,963			4,883
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total current liabilities			23,230			22,494				26,515			23,230
Deferred rent			455			638				—			455
Lease liabilities										11,995			—
Deferred income taxes			65			65				190			65
Unrecognized tax benefits			150			168				130			150
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total liabilities			23,900			23,365				38,830			23,900
Commitments and contingencies (Note 6)
Stockholders' equity:
Preferred stock, $1.00 par value:
Authorized shares—2,000
Issued and outstanding shares—none			—			—
Authorized shares—2,000 Issued and outstanding shares—none										—			—
Common stock, $0.10 par value:
Authorized shares—70,000 at March 31, 2019 and March 31, 2018
Issued and outstanding shares—33,377 at March 31, 2019 and 33,186 at March 31, 2018			3,338			3,318
Authorized shares—70,000 at March 31, 2020 and March 31, 2019 Issued and outstanding shares—40,713 at March 31, 2020 and 33,377 at March 31, 2019										4,071			3,338
Additional paid-in capital			142,260			139,722				176,209			142,260
Accumulated deficit			(111,543	)		(103,519	)			(117,153	)		(111,543	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total stockholders' equity			34,055			39,521				63,127			34,055
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total liabilities and stockholders' equity		$	57,955		$	62,886			$	101,957		$	57,955
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

   

See accompanying notes.




Table of Contents


Iteris, Inc.



Consolidated Statements of Operations



(In thousands, except per share amounts)


		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
Product revenues		$	48,227		$	46,464		$	43,735			$	55,007		$	48,227		$	46,464
Service revenues			50,896			57,265			52,247				59,110			50,896			57,265
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total revenues			99,123			103,729			95,982				114,117			99,123			103,729
Cost of product revenues			28,434			26,633			23,877				30,266			28,434			26,633
Cost of service revenues			32,083			37,265			34,703				36,090			32,083			37,265
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total cost of revenues			60,517			63,898			58,580
Cost of revenues													66,356			60,517			63,898
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross profit			38,606			39,831			37,402				47,761			38,606			39,831
Operating expenses:
Selling, general and administrative			38,471			37,400			33,313				44,383			38,471			37,400
Research and development			7,819			7,945			6,877				8,597			7,819			7,945
Amortization of intangible assets			275			88			281				757			275			88
Loss on impairment of goodwill			—			—			2,168
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total operating expenses			46,565			45,433			42,639				53,737			46,565			45,433
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating loss			(7,959	)		(5,602	)		(5,237	)			(5,976	)		(7,959	)		(5,602	)
Non-operating income (expense):
Other income (expense), net			50			(16	)		(7	)			297			50			(16	)
Interest income, net			129			32			13				229			129			32
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss from continuing operations before income taxes			(7,780	)		(5,586	)		(5,231	)			(5,450	)		(7,780	)		(5,586	)
(Provision) benefit for income taxes			(36	)		1,818			44				(160	)		(36	)		1,818
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss from continuing operations			(7,816	)		(3,768	)		(5,187	)			(5,610	)		(7,816	)		(3,768	)
Gain on sale of discontinued operation, net of tax			—			242			361				—			—			242
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net loss		$	(7,816	)	$	(3,526	)	$	(4,826	)		$	(5,610	)	$	(7,816	)	$	(3,526	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss per share from continuing operations—basic and diluted		$	(0.23	)	$	(0.12	)	$	(0.16	)		$	(0.14	)	$	(0.23	)	$	(0.12	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gain per share from sale of discontinued operation—basic and diluted		$	—		$	0.01		$	0.01			$	—		$	—		$	0.01
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net loss per share—basic and diluted		$	(0.23	)	$	(0.11	)	$	(0.15	)		$	(0.14	)	$	(0.23	)	$	(0.11	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Shares used in basic per share calculations			33,266			32,776			32,174				39,012			33,266			32,776
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Shares used in diluted per share calculations			33,266			32,776			32,174				39,012			33,266			32,776
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

   

See accompanying notes.




Table of Contents


Iteris, Inc.



Consolidated Statements of Stockholders' Equity



(In thousands)


		Common Stock																Common Stock
								Additional Paid-In Capital			Accumulated Deficit			Total Stockholders' Equity										Additional Paid-In Capital			Accumulated Deficit			Total Stockholders' Equity
		Shares			Amount													Shares			Amount
Balance at March 31, 2016			32,048		$	3,205		$	135,424		$	(95,167	)	$	43,462
Stock option exercises			388			40			628			—			668
Stock-based compensation			—			—			976			—			976
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes			52			4			(60	)		—			(56	)
Net loss												(4,826	)		(4,826	)
​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at March 31, 2017			32,488		$	3,249		$	136,968		$	(99,993	)	$	40,224				32,488		$	3,249		$	136,968		$	(99,993	)	$	40,224
Stock option exercises			591			59			1,131			—			1,190				591			59			1,131			—			1,190
Stock-based compensation			—			—			1,781			—			1,781				—			—			1,781			—			1,781
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes			107			10			(158	)		—			(148	)
Issuance of shares pursuant																															—
to vesting of restricted stock units,																															—
net of payroll withholding taxes																			107			10			(158	)		—			(148	)
Net loss												(3,526	)		(3,526	)												(3,526	)		(3,526	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at March 31, 2018			33,186		$	3,318		$	139,722		$	(103,519	)	$	39,521				33,186		$	3,318		$	139,722		$	(103,519	)	$	39,521
Adoption of ASU 2014-09 (see Note 1)												(208	)		(208	)												(208	)		(208	)
Stock option exercises			43			4			81			—			85				43			4			81			—			85
Issuance of shares pursuant to Employee Stock Purchase Plan			92			10			355						365
Issuance of shares pursuant
to Employee Stock Purchase Plan																			92			10			355			—			365
Stock-based compensation			—			—			2,156			—			2,156				—			—			2,156			—			2,156
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes			56			6			(54	)		—			(48	)			56			6			(54	)		—			(48	)
Net loss												(7,816	)		(7,816	)												(7,816	)		(7,816	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at March 31, 2019			33,377		$	3,338		$	142,260		$	(111,543	)	$	34,055				33,377		$	3,338		$	142,260		$	(111,543	)	$	34,055
Issuance of common stock in connection with public offerring, net of costs																			6,183			618			26,133			—			26,751
Stock option exercises																			120			12			244			—			256
Issuance of shares pursuant to Employee Stock Purchase Plan																			91			9			361			—			370
Stock-based compensation																			—			—			2,785			—			2,785
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes																			73			7			(22	)		—			(15	)
Issuance of common stock in connection with acquisition																			869			87			4,448			—			4,535
Net loss																												(5,610	)		(5,610	)
​																	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at March 31, 2020																			40,713		$	4,071		$	176,209		$	(117,153	)	$	63,127
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

   

See accompanying notes.




Table of Contents


Iteris, Inc.



Consolidated Statements of Cash Flows



(In thousands)


Iteris, Inc.

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
Cash flows from operating activities
Net loss		$	(7,816	)	$	(3,526	)	$	(4,826	)		$	(5,610	)	$	(7,816	)	$	(3,526	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Right-of-use asset non-cash expense													1,772			—			—
Deferred income taxes			(18	)		(660	)		12				105			(18	)		(660	)
Depreciation of property and equipment			854			819			729				848			854			819
Stock-based compensation			2,156			1,781			976				2,785			2,156			1,781
Amortization of intangible assets			1,125			726			623				1,492			1,125			726
Gain on sale of discontinued operation, net of tax			—			(242	)		(361	)			—			—			(242	)
Loss on disposal of equipment			—			16			14				—			—			16
Loss on impairment of goodwill			—			—			2,168
Changes in operating assets and liabilities, net of effects of discontinued operation:
Accounts receivable			(4,063	)		1,433			(1,058	)
Unbilled accounts receivable and deferred revenue, net			457			(166	)		549
Other													(60	)		—			—
Changes in operating assets and liabilities, net of effects of discontinued operation and acquisition:
Trade accounts receivable													265			(4,063	)		1,433
Unbilled accounts receivable and deferred revenue													(2,438	)		457			(166	)
Inventories			5			(671	)		903				(124	)		5			(671	)
Prepaid expenses and other assets			902			(693	)		(408	)			(987	)		902			(693	)
Accounts payable and accrued expenses			570			915			3,582
Trade accounts payable and accrued expenses													(534	)		570			915
Operating lease liabilities													(1,341	)		—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net cash (used in) provided by operating activities			(5,828	)		(268	)		2,903
Net cash used in operating activities													(3,827	)		(5,828	)		(268	)
Cash flows from investing activities
Purchases of property and equipment			(486	)		(1,079	)		(668	)			(468	)		(486	)		(1,079	)
Purchase of short term investments			(4,079	)		(5,319	)		—				(33,786	)		(4,079	)		(5,319	)
Maturities of investments			7,463			—			—				24,225			7,463			—
Capitalized software development costs			(660	)		(2,936	)		(1,170	)			(633	)		(660	)		(2,936	)
Cash paid in business acquisition, net of cash acquired													(5,581	)		—			—
Net proceeds from sale of business segment			107			511			495				—			107			511
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net cash (used in) provided by investing activities			2,345			(8,823	)		(1,343	)			(16,243	)		2,345			(8,823	)
Cash flows from financing activities
Proceeds from stock option exercises			85			1,190			668				256			85			1,190
Proceeds from ESPP purchases			365			—			—				370			365			—
Tax withholding payments for net share settlements of restricted stock units			(48	)		(148	)		(56	)			(15	)		(48	)		(148	)
Proceeds from issuance of common stock, net of costs													26,751			—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net cash provided by financing activities			402			1,042			612				27,362			402			1,042
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
(Decrease) increase in cash and cash equivalents			(3,081	)		(8,049	)		2,172
Cash and cash equivalents at beginning of period			10,152			18,201			16,029
Increase (decrease) in cash, cash equivalents and restricted cash													7,292			(3,081	)		(8,049	)
Cash, cash equivalents and restricted cash at beginning of period													7,071			10,152			18,201
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents at end of period		$	7,071		$	10,152		$	18,201
Cash, cash equivalents and restricted cash at end of period												$	14,363		$	7,071		$	10,152
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Supplemental cash flow information:
Cash paid during the year for:
Interest		$	—		$	—		$	14
Income taxes			4			130			166			$	63		$	4		$	130
Supplemental schedule of non-cash investing and financing activities:
Issuance of common stock for vested restricted stock units												$	7		$	6		$	10
Issuance of common stock in connection with acquisition												$	4,535		$	—		$	—
Lease liabilities arising from obtaining right-of-use assets												$	581		$	—		$	—
Capitalized software development costs included in accounts payable and accrued expenses		$	—		$	102		$	—			$	—		$	—		$	102
Issuance of common stock for vested restricted stock units			6			10			5
Landlord contribution for tenant improvements			—			145			—			$	—		$	—		$	145

   

See accompanying notes.




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements



March 31, 2019
2020

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

        Iteris, Inc. (referred to collectively with its wholly-owned subsidiary,subsidiaries, ClearAg, Inc. and Albeck Gerken, Inc. ("AGI"), in this report as "Iteris", the "Company", "we", "our", and "us") is a provider of essential applied informatics that enable smart transportation and digital agriculture.mobility infrastructure solutions . Municipalities, government agencies, crop science companies, crop science companies, agriculture service providers and other agribusinessestransportation infrastructure providers use our solutions to makemonitor, visualize, and optimize mobility infrastructure to help ensure roads saferare safe, travel is efficient, and travel more efficient, as well as farmlands more sustainable, healthy and productive.communities thrive.

        As a pioneer in intelligent transportation systems ("ITS") technology for more than two decades, we offer a comprehensive range of ITS technology solutions to our customers throughout the U.S. and internationally through a combination intellectual property, products, and SaaS offering and weather forecasting systems.offerings.

        InPrior to the digital agriculture market,sale of our Agriculture and Weather Analytics segment in May 2020, we have combined our intellectual property with enhanced atmospheric, land surface and agronomic modeling techniques to offer smart content and analytical solutions that provide analytical support to large enterprises in the agriculture industry, such as seed and crop protection companies, integrated food companies, and agricultural equipment manufacturers and service providers.

        We believe our products, solutions and services improve and safely optimize mobility within our communities, while minimizing environmental impact on the roads we travel and the lands we farm.travel.

        We continue to make significant investments to leverage our existing technologies and further expand both our advanced detection sensors and performance analytics systems in the transportation infrastructure market while supporting the entire value chain in the agriculture market with our smart content and digital farming platform, and always exploring strategic alternatives intended to optimize the value of all of our businesses.

        Iteris was incorporated in Delaware in 1987 and has operated in its current form since 2004.

Recent Developments

ClearAg,Public Offering and Acquisition of Albeck Gerken, Inc.

        In April 2017, Iteris, Inc. formed a wholly-owned subsidiary, ClearAg, Inc., a Delaware corporation,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 provide ClearAg solutionsthe 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 agribusiness markets.acquisition of AGI, a privately-held professional transportation engineering services firm headquartered in Tampa, Florida (see Note 11 for further details on the acquisition of AGI), and plans to use the balance of the net proceeds for general corporate purposes and possibly for other future acquisitions.

Coronavirus

        In March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus, COVID-19 ("the Pandemic"). The Pandemic is having an unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis, such as travel restrictions, quarantines and "stay-at-home" orders. The uncertainties caused by these events and actions include, but are not limited to, the adverse effect of the Pandemic on the economy, our vendors, our employees and customers and customer sentiment in general. Continued impacts of the Pandemic have materially adversely impacted global economic




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

1. Description of Business and Summary of Significant Accounting Policies (Continued)

conditions, and 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 volatility of our stock price will depend largely on future developments, including the duration of the spread of the outbreak, the impact on capital and financial markets and the related impact on the financial circumstances of our customers, all of which are highly uncertain and cannot be reasonably estimated as of this report.

Sale of Segment

        On May 5, 2020, pursuant to an Asset Purchase Agreement (the "Purchase Agreement") entered in on May 2, 2020, the Company sold the assets of its Agriculture and Weather Analytics segment, composed of its ClearAg and ClearPath Weather product lines, to DTN, LLC ("DTN"), an operating company of TBG AG, a Swiss-based holding company. As of March 31, 2020, the Company determined that Agriculture and Weather Analytics did not meet the held for sale classification criteria under Accounting Standard Codification Topic 360 ("ASC 360"), and as such, Agriculture and Weather Analytics assets and liabilities as of March 31, 2020, and the results of operations for all periods presented are not classified as held for sale and are included in continuing operations in the consolidated financial statements. See Note 14 for further details on the sale of the Agriculture and Weather Analytics segment.

Basis of Presentation

        Our consolidated financial statements include the accounts of Iteris, Inc. and all its subsidiarysubsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation.

        The results of continuing operations for all periods presented in the consolidated financial statements exclude the financial impact of a discontinued operation. See Note 3, "Sale of Vehicle Sensors," for further discussion related to the discontinued operation presentation.




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

1. Description of Business and Summary of Significant Accounting Policies (Continued)

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. Actual results could differ from those estimates. Significant estimates made in the preparation of the consolidated financial statements include the 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, the valuation of purchased intangible assets and goodwill, the valuation of equity instruments, estimates of future cash flows used to assess the recoverability of long-lived assets and the impairment of goodwill, and fair value of our stock option awards used to calculate the stock-based compensation.

Revenue Recognition

Adoption of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09")

        On April 1, 2018, the Company adopted ASU 2014-09, including its subsequent amendments as codified under ASC Topic 606 ("ASC 606"), using the modified retrospective approach to apply ASC 606 to all contracts that were not completed as of the beginning of Fiscal Year 2019. ASC 606 is a comprehensive new revenue recognition principle that requires a company to recognize revenue to depict the transfer of promised goods or services to a customer at an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. Results for reporting periods beginning after March 31, 2018 are presented under ASC 606, while prior period amounts and disclosures are not adjusted and continue to be reported under the accounting standards in effect for the prior period. As a result, the Company recognized the cumulative effect of initially applying ASC 606 as an increase to the opening balance of accumulated deficit in the amount of approximately $208,000 as of April 1, 2018. The impact of the adoption of the new standard is immaterial to the Company's consolidated balance sheet, statement of operations, and cash flows.




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

1. Description of Business and Summary of Significant Accounting Policies (Continued)

        The following table represents the impact of adopting ASC 606 on our opening consolidated balance sheet as of April 1, 2018:

		March 31, 2018 As Reported			Cumulative-Effect Adjustments			April 1, 2018 As Adjusted
					(In thousands)
Prepaid expenses and other current assets		$	1,165		$	304		$	1,469
​	​	​	​	​	​	​	​	​	​	​
Total assets		$	62,886		$	304		$	63,190
​	​	​	​	​	​	​	​	​	​	​
Deferred revenue		$	4,900		$	512		$	5,412
​	​	​	​	​	​	​	​	​	​	​
Total liabilities		$	23,365		$	512		$	23,877
​	​	​	​	​	​	​	​	​	​	​
Accumulated deficit		$	(103,519	)	$	(208	)	$	(103,727	)
​	​	​	​	​	​	​	​	​	​	​
Total liabilities and stockholders' equity		$	62,886		$	304		$	63,190
​	​	​	​	​	​	​	​	​	​	​

Changes in Accounting Policies as a Result of Adopting ASC 606 and Nature of Goods and Services

        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. These purchase orders are




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

1. Description of Business and Summary of Significant Accounting Policies (Continued)

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 the Transportation Systems and Agriculture and Weather Analytics segments, are primarily 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 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.




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

1. Description of Business and Summary of Significant Accounting Policies (Continued)

        Service revenues also consist of revenues derived from maintenance and support, andas well as the use of the Company's service platforms and APIs on a subscription basis. We generate this revenue from fees for maintenance and support, monthly active user fees, software as a servicesoftware-as-a-service ("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.




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

1. Description of Business and Summary of Significant Accounting Policies (Continued)

        The Company's typical performance obligations include the following:

Performance Obligation		When Performance Obligation is Typically Satisfied		When Payment is Typically Due		How Standalone Selling Price is Typically Estimated
Product Revenues
Standard purchase orders for delivery of a tangible product		Upon shipment (point in time)		Within 30 days of delivery		Observable transactions
Engineering services where the deliverable is considered a product		As work is performed (over time)		Within 30 days of services being invoiced		Estimated using a cost-plus margin approach
Service Revenues
Engineering and consulting services		As work is performed (over time)		Within 30 days of services being invoiced		Estimated using a cost-plus margin approach
SaaS		Over the course of the SaaS service once the system is available for use (over time)		At the beginning of the contract period		Estimated using a cost-plus margin approach

Disaggregation of Revenue

        The Company disaggregates revenue from contracts with customers into reportable segments and the nature of the products and services. See Note 1112 for our revenue by reportable segment.

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 our consolidated balance sheet at their net estimated realizable value.

        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.




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Notes to Consolidated Financial Statements (Continued)

March 31, 2020

1. Description of Business and Summary of Significant Accounting Policies (Continued)

        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 on the accompanying balance




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

1. Description of Business and Summary of Significant Accounting Policies (Continued)

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, 2020 and 2019, we capitalizedthere was approximately $1,236,000 and $172,000, respectively, of contract fulfillment costs which are presented in the accompanying consolidated balance sheetsheets 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.

Transaction Price Allocated to the Remaining Performance Obligations

        As of March 31, 2020 and 2019, 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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Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

1. Description of Business and Summary of Significant Accounting Policies (Continued)

        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 Company's consolidated statements of operations.

Deferred Revenue

        Deferred revenue in the accompanying consolidated balance sheets is comprised of refund liabilities related to 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 year ended March 31, 20192020 ("Fiscal 2019"2020"), oneno individual customer represented approximately 24%greater than 10% of our total revenues. For the fiscal years ended March 31, 20182019 ("Fiscal 2018"2019") and March 31, 20172018 ("Fiscal 2017"2018"), one individual customer represented approximately 24% and 22%, respectively, of our total revenues. As of March 31, 2020 and 2019, no individual customer represented greater than 10% of our total accounts receivable. As of March 31, 2018, one customer represented approximately 13% of our total accounts receivable, and no other individual customer represented greater than 10% of our total accounts receivable.

Fair Values of Financial Instruments

        The fair value of cash equivalents, receivables, accounts payable and accrued expenses approximate carrying value because of the short period of time to maturity. Our investments are measured at fair value on a recurring basis.

        The framework for measuring fair value and related disclosure requirements about fair value measurements are provided in FASB ASC 820,Fair Value Measurements ("ASC 820"). This pronouncement defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly




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Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

1. Description of Business and Summary of Significant Accounting Policies (Continued)

transaction between market participants on the measurement date. The fair value hierarchy proscribed by ASC 820 contains three levels as follows:

        Level 1—Quoted prices in active markets for identical assets or liabilities.




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

1. Description of Business and Summary of Significant Accounting Policies (Continued)

        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 asset or liability.

Cash, and Cash Equivalents and Restricted Cash

        Cash and cash equivalents consist of cash and short-term investments with initial maturities of 90 days or less.

        Restricted cash as of March 31, 2020 consisted of $146,000 related to cash restricted for shares purchased under the Employee Stock Purchase Plan ("ESPP") (see Note 9 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):

		Year Ended March 31,
		2020			2019
Cash and cash equivalents		$	14,217		$	7,071
Restricted cash			146			—
​	​	​	​	​	​	​	​
		$	14,363		$	7,071
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

Investments

        The Company's investments are classified as either held-to-maturity, available-for-sale or trading, in accordance with FASB 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. FASB 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. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available (see Note 4). As of March 31, 2019,2020, all of our investments are available-for-sale.

        Under FASB 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




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

1. Description of Business and Summary of Significant Accounting Policies (Continued)

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




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

1. Description of Business and Summary of Significant Accounting Policies (Continued)

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.

Prepaid Expenses and Other Current Assets

        Prepaid expenses and other current assets were $1.4 million as of March 31, 2019. Prepaid expenses and other current assets were $1.2 million as of March 31, 2018 and included approximately $130,000 of cash designated as collateral on performance bonds, as required under certain of our Transportation Systems contracts in the Middle East. The performance bonds required us to maintain 100% cash value of the bonds as collateral in a bank that is local to the purchasing agency. The performance bond collateral was required throughout the delivery of our services and was maintained in the local bank until the contract was closed by the purchasing agency. The requirements on the remaining performance bonds, and the related cash collateral restrictions, were released during the quarter ended June 30, 2018.

Allowance for Doubtful Accounts

        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. We also maintain an allowance based on our historical collections experience. When we determine that collection is not likely, we write off accounts receivable against the allowance for doubtful accounts.

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 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.




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Notes to Consolidated Financial Statements (Continued)

March 31, 2020

1. Description of Business and Summary of Significant Accounting Policies (Continued)

Goodwill and Long-Lived 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 qualitative 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




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

1. Description of Business and Summary of Significant Accounting Policies (Continued)

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. As of March 31, 20192020 and March 31, 2018,2019, we determined that no adjustments to the carrying value of goodwill and intangible assets were required. As of March 31, 2017, we determined the carrying amount of the goodwill in the Agriculture and Weather Analytics reporting unit exceeded its implied fair value, and as a result, recognized an approximate $2.2 million impairment loss in the accompanying consolidated financial statements. We also determined that no adjustments to the carrying value of goodwill and intangible assets were required in the Roadway Sensors and Transportation Systems reporting units for any year presented.

        We test long-lived assets and purchased intangible assets (other than goodwill) for impairment if we believe indicators of impairment exist. 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 assets and purchased intangible assets. As of March 31, 2020 and 2019, there was no 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.




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

1. Description of Business and Summary of Significant Accounting Policies (Continued)

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 and restricted 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. While utilizing this




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

1. Description of Business and Summary of Significant Accounting Policies (Continued)

model meets established requirements, the estimated fair values generated by it may not be indicative of the actual fair values of our common stock option 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.

Advertising ExpensesRight-of-Use Assets and Lease Liabilities

        AdvertisingWe 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 expensedrecognized 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 period incurredleased asset on straight-line basis, both over the applicable lease term. Lease terms may factor in options to extend or terminate the lease.

        We adhere to the short-term lease recognition exemption for all classes of assets (i.e. facilities and totaled $61,000, $148,000equipment). As a result, leases with an initial term of twelve months or less are not recorded on the balance sheet and $146,000 in Fiscal 2019, Fiscal 2018are recognized on a straight-line basis over the lease term. In addition, for certain equipment leases, we account for lease and Fiscal 2017, respectively.non-lease components, such as services, as a single lease component as permitted.




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Notes to Consolidated Financial Statements (Continued)

March 31, 2020

1. Description of Business and Summary of Significant Accounting Policies (Continued)

Warranty

        We generally provide a one to three year 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.




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

1. Description of Business and Summary of Significant Accounting Policies (Continued)

Comprehensive Loss

        The difference between net loss and comprehensive loss was de minimis for the Fiscal 2020, Fiscal 2019, and Fiscal 2018. Comprehensive loss equaled net loss for Fiscal 2017.

Recent Accounting Pronouncements

        In February 2016, the FASB issued ASU No. 2016-02,Leases ("ASU 2016-02"). The pronouncement requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 establishes a right-of-use ("ROU") model that requires a lessee to recognizerecord a ROUright-of-use asset and a lease liability on the balance sheet for all leases with a termterms longer than 12 months. ASU 2016-02 also requires disclosures to meetLeases will be classified as either "finance" or "operating," with classification affecting the objectivepattern of enabling users of financial statements to assessexpense recognition in the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 isincome statement. This update was effective for the Companyfiscal years beginning April 1, 2019, usingafter December 15, 2018, and interim periods within those fiscal years. As a modified retrospective approach, with early adoption permitted. An entity may choose to use either the effective date or the beginningresult of the earliest comparative period presented in the financial statements as the dateadoption of initial application. The Company expects to adopt ASU 2016-02, on April 1, 2019, the Company recognized (a) an operating lease liability of $14.2 million, which represents the present value of our remaining lease payments and (b) a related right-of-use asset of $13.4 million. In addition, the Company derecognized approximately $827,000 of deferred rent liability. The adoption of ASU 2016-02 did not have a material impact on the Company's statement of operations, cash flows, or stockholders' equity. Due to the adoption of the standard using athe modified retrospective approach, andcumulative-effect adjustment method, there are no changes to choose the effective date as the date of initial application. Consequently, financial information will not be updated, and the disclosures required under ASU 2016-02 will not be provided for dates and periodsour previously reported results prior to April 1, 2019. ASU 2016-02 provides a number of optional practical expedientsSee Note 7, Right-of-Use Assets and accounting policy elections. The Company expects to elect the package of practical expedients requiring no reassessment of whether any expired or existing contracts are or contain leases, the lease classification of any expired or existing leases, or initial direct costsLease Liabilities, for any existing leases. Further, the Company expects to elect accounting policies not to apply the recognition requirements under ASU 2016-02 to any of the Company's short-term leases, instead recognizing the lease payments in the consolidated statement of operations on a straight-line basis over the lease term, and to account for each separate lease and associated nonlease components as a single lease component for all of its leases. The Company expects ASU 2016-02 will have a material effect on its consolidated balance sheets. However, the Company does not expect ASU 2016-02 will have a material effect on its consolidated statements of operations, its consolidated statements of stockholders' equity or its consolidated statements of cash flows. While the Company continues to assess all of the effects of adoption, the most significant effects relate to (1) the recognition of ROU assets of approximately $12.0 million to $14.0 million and lease liabilities of approximately $13.0 million to $15.0 million, primarily resulting from leases of office space, equipment and vehicles; (2) the derecognition of deferred rent of approximately $830,000 for certain lease incentives received; and (3) significant new disclosure requirements.additional details.

        In August 2018, the FASB issued ASUAccounting Standards Update ("ASU") No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirement for Fair Value Measurements ("ASU 2018-13"), which modifies the disclosure requirements on fair value measurements. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted. We are currently evaluating thehave completed our preliminary assessment and do not anticipate this pronouncement will have a significant impact of ASU 2018-13 on our consolidated financial statements.statements upon adoption.

        In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal Use Software (subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud




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Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

1. Description of Business and Summary of Significant Accounting Policies (Continued)

Computing Arrangement That Is a Service Contract ("ASU 2018-15"), which clarifies the accounting for implementation costs in cloud computing arrangements. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted. We have completed our preliminary assessment and do not anticipate this pronouncement will have a significant impact on our consolidated financial statements upon adoption.

        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.

        In July 2019, the FASB issued ASU 2019-07, "Codification Updates to SEC Sections". This update simplifies the guidance in various sections that was duplicative, redundant or outdated. The Company adopted this update effective July 2019. It did not have a material impact on our consolidated financial statements upon adoption.

        In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the impact of this ASU, 2018-15however we do not anticipate this pronouncement will have a significant impact on our consolidated financial statements.statements upon adoption.

2. Supplementary Financial Information

Inventories

        The following table presents details regarding our inventories:

		March 31,							March 31,
		2019			2018				2020			2019
		(In thousands)							(In thousands)
Materials and supplies		$	1,517		$	1,745			$	1,380		$	1,517
Work in process			356			232				162			356
Finished goods			1,043			944				1,498			1,043
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		$	2,916		$	2,921			$	3,040		$	2,916
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

2. Supplementary Financial Information (Continued)

Property and Equipment, net

        The following table presents details of our property and equipment, net:

		March 31,							March 31,
		2019			2018				2020			2019
		(In thousands)							(In thousands)
Equipment		$	6,444		$	6,053			$	7,134		$	6,444
Leasehold improvements			2,939			2,880				3,009			2,939
Accumulated depreciation			(7,418	)		(6,600	)			(8,201	)		(7,418	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		$	1,965		$	2,333			$	1,942		$	1,965
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        Depreciation expense was approximately $848,000, $854,000 $819,000, and $729,000$819,000 in Fiscal 2020, Fiscal 2019 and Fiscal 2018, and Fiscal 2017, respectively. Approximately $291,000, $286,000 $288,000, and $269,000$288,000 of the depreciation expense was recorded to cost of revenues, and approximately $557,000, $568,000 $531,000 and $397,000$531,000 was recorded to operating expenses in Fiscal 2020, Fiscal 2019 and Fiscal 2018, and Fiscal 2017, respectively, in the consolidated statements of operations.




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

2. Supplementary Financial Information (Continued)

Intangible Assets

        The following table presents details regarding our intangible assets:

		March 31, 2019									March 31, 2018										March 31, 2020									March 31, 2019
		Gross Carrying Amount			Accumulated Amortization			Net Book Value			Gross Carrying Amount			Accumulated Amortization			Net Book Value				Gross Carrying Amount			Accumulated Amortization			Net Book Value			Gross Carrying Amount			Accumulated Amortization			Net Book Value
		(In thousands)																			(In thousands)
Technology		$	1,856		$	(1,856	)	$	—		$	1,856		$	(1,856	)	$	—			$	1,856		$	(1,856	)	$	—		$	1,856		$	(1,856	)	$	—
Customer contracts / relationships			750			(750	)		—			750			(750	)		—				4,250			(1,188	)		3,062			750			(750	)		—
Trade names and non-compete agreements			1,110			(1,110	)		—			1,110			(1,102	)		8				1,320			(1,163	)		157			1,110			(1,110	)		—
Capitalized software development costs			5,768			(2,482	)		3,286			5,108			(1,365	)		3,743				6,400			(3,482	)		2,918			5,768			(2,482	)		3,286
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	9,484		$	(6,198	)	$	3,286		$	8,824		$	(5,073	)	$	3,751			$	13,826		$	(7,689	)	$	6,137		$	9,484		$	(6,198	)	$	3,286
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        Amortization expense for intangible assets subject to amortization was approximately $1.5 million, $1.1 million $726,000, and $623,000$726,000 for Fiscal 2020, Fiscal 2019 and Fiscal 2018, and Fiscal 2017, respectively. Approximately $736,000, $850,000 $638,000, and $342,000$638,000 of the intangible asset amortization was recorded to cost of revenues, and approximately $757,000, $275,000 $88,000, and $281,000$88,000 was recorded to amortization expense for Fiscal 2020, Fiscal 2019 and Fiscal 2018, and Fiscal 2017, respectively, in the consolidated statements of operations. The weighted average remaining useful lives of the intangible assets as of March 31, 2020 is 5.3 years.

        We do not have any intangible assets with indefinite useful lives. AsOur net customer contracts/relationships have a useful life of March 31, 2019, our6 years beginning Fiscal 2020. Our net tradenames and non-compete agreements have a useful life of 3 years beginning Fiscal 2020. Our net capitalized software development costs of approximately $2.9 million and $3.3 million is primarily associated withconsisted of our Oracle Enterprise Resource Planning ("ERP") system design and implementation of approximately




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

2. Supplementary Financial Information (Continued)

$1.9 million and $2.2 million as of March 31, 2020 and 2019, respectively, which has a useful life of 10 years beginning Fiscal 2019.

        As of March 31, 2019,2020, the future estimated amortization expense is as follows:

Year Ending March 31,
(In thousands)
2020		$	895
2021			542			$	1,419
2022			327				1,234
2023			266				1,010
2024			266				879
2025							849
Thereafter			990				746
​	​	​	​	​	​	​	​	​
		$	3,286			$	6,137
​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​

Goodwill

        The following table presents the carrying value of our goodwill by reportable segments for Fiscal 2018, Fiscal 2019 and Fiscal 2020:

		Roadway Sensors			Transportation Systems			Ag & Weather Analytics			Total
		(In thousands)
Balance—March 31, 2018
Goodwill		$	8,214		$	14,906		$	2,168		$	25,288
Accumulated impairment losses			—			(7,970	)		(2,168	)		(10,138	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
		$	8,214		$	6,936		$	—		$	15,150
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance—March 31, 2019
Goodwill		$	8,214		$	14,906		$	2,168		$	25,288
Accumulated impairment losses			—			(7,970	)		(2,168	)		(10,138	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
		$	8,214		$	6,936		$	—		$	15,150
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance—March 31, 2020
Goodwill		$	8,214		$	14,906		$	2,168		$	25,288
Acquired goodwill (see Note 11)			—			5,440			—			5,440
Accumulated impairment losses			—			(7,970	)		(2,168	)		(10,138	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
		$	8,214		$	12,376		$	—		$	20,590
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

2. Supplementary Financial Information (Continued)

Goodwill

        The following table presents the activity related to the carrying value of our goodwill by reportable segment for Fiscal 2017, Fiscal 2018 and Fiscal 2019:

		Roadway Sensors			Transportation Systems			Ag & Weather Analytics			Total
		(In thousands)
Balance—March 31, 2017
Goodwill		$	8,214		$	14,906		$	2,168		$	25,288
Accumulated impairment losses			—			(7,970	)		(2,168	)		(10,138	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
		$	8,214		$	6,936		$	—		$	15,150
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance—March 31, 2018
Goodwill		$	8,214		$	14,906		$	2,168		$	25,288
Accumulated impairment losses			—			(7,970	)		(2,168	)		(10,138	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
			8,214			6,936			—			15,150
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance—March 31, 2019
Goodwill		$	8,214		$	14,906		$	2,168		$	25,288
Accumulated impairment losses			—			(7,970	)		(2,168	)		(10,138	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
		$	8,214		$	6,936		$	—		$	15,150
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

Warranty Reserve Activity

        The following table presents activity with respect to the warranty reserve:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
		(In thousands)										(In thousands)
Balance at beginning of fiscal year		$	403		$	278		$	193			$	463		$	403		$	278
Additions charged to cost of sales			647			623			382				649			647			623
Warranty claims			(587	)		(498	)		(297	)			(696	)		(587	)		(498	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at end of fiscal year		$	463		$	403		$	278			$	416		$	463		$	403
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

2. Supplementary Financial Information (Continued)

Earnings Per Share

        The following table sets forth the computation of basic and diluted loss from continuing operations per share:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
		(In thousands, except per share amounts)										(In thousands, except per share amounts)
Numerator:
Loss from continuing operations		$	(7,816	)	$	(3,768	)	$	(5,187	)		$	(5,610	)	$	(7,816	)	$	(3,768	)
Gain on sale of discontinued operation, net of tax			—			242			361				—			—			242
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net loss		$	(7,816	)	$	(3,526	)	$	(4,826	)		$	(5,610	)	$	(7,816	)	$	(3,526	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Denominator:
Weighted average common shares used in basic computation			33,266			32,776			32,174
Dilutive stock options			—			—			—
Dilutive restricted stock units			—			—			—
Dilutive warrants			—			—			—
​		​	​	​	​	​	​	​	​	​
Weighted average common shares used in diluted computation			33,266			32,776			32,174
Weighted average common shares used in basic and diluted computation													39,012			33,266			32,776
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss from continuing operations per share:
Basic		$	(0.23	)	$	(0.12	)	$	(0.15	)		$	(0.14	)	$	(0.23	)	$	(0.12	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Diluted		$	(0.23	)	$	(0.12	)	$	(0.15	)		$	(0.14	)	$	(0.23	)	$	(0.12	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        The following instruments were excluded for purposes of calculating weighted average common share equivalents in the computation of diluted loss per share from continuing operations as their effect would have been anti-dilutive:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
		(In thousands)										(In thousands)
Stock options			5,056			3,917			3,491				6,190			5,056			3,917
Restricted stock units			12			228			179				110			12			228




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

3. Sale of Vehicle Sensors

        On July 29, 2011, we completed the sale (the "Asset Sale") of substantially all of our assets used in connection with our prior Vehicle Sensors segment to Bendix Commercial Vehicle Systems LLC ("Bendix"), a member of Knorr Bremse Group. In connection with the Asset Sale, we are entitled to additional consideration in the form of the following performance and royalty related earn-outs: Bendix was obligated to pay us an amount in cash equal to 85% of revenue associated with royalties received under our license and distribution agreements with Audiovox Electronics Corporation and Valeo




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

3. Sale of Vehicle Sensors (Continued)

Schalter and Sensoren GmbH through December 31, 2017, subject to certain reductions and limitations set forth in the asset purchase agreement. From the date of the Asset Sale, through March 31, 2019, we received approximately $2.7 million in connection with royalty-related earn-outs provisions for a total of $18 million in cash received from the Asset Sale.

        In accordance with applicable accounting guidance, we determined that the Vehicle Sensors segment, which constituted one of our operating segments, qualified as a discontinued operation. For the fiscal years ended March 31, 2019,2020, March 31, 2018,2019, and 2017,2018, we recorded a gain on sale of discontinued operation of approximately $0, $242,000$0 and $361,000,$242,000, respectively, net of tax, related to the earn-out provisions of the asset purchase agreement.

4. Fair Value Measurements

        We measure fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include:

        Level 1—Quoted prices in active markets for identical assets or liabilities.

        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 asset or liability.

        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, 20192020 or 2018.2019. Our non-financial assets, such as goodwill, intangible assets, and property and equipment, 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 such as a purchase transaction, a business combination or an adjustment for impairment. In Fiscal 2020, Fiscal 2019 and Fiscal 2018, Level 3 inputs were used to evaluate the fair value of our goodwill in our two reporting units that had goodwill balances. In Fiscal 2017, Level 3 inputs were used to evaluate the fair value of our goodwill in our three reporting units. As a result of our impairment testing, we recorded an adjustment for impairment of approximately $2.2 million in our Agriculture and Weather Analytics reporting unit. No other non-financial assets were measured at fair value during the fiscal years ended March 31, 2019,2020, March 31, 20182019 and March 31, 2017.2018.




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

4. Fair Value Measurements (Continued)

        The following tables present the Company's financial assets that are recorded at fair value on a recurring basis, segregated among the appropriate levels within the fair value hierarchy:

		As of March 31, 2019													As of March 31, 2020
		Amortized Cost			Gross Unrealized Loss			Gross Unrealized Gain			Estimated Fair Value				Amortized Cost			Gross Unrealized Loss			Gross Unrealized Gain			Estimated Fair Value
		(In thousands)													(In thousands)
Level 1:
Money market funds		$	3,338		$	—		$	—		$	3,338			$	10,576		$	(1	)	$	—		$	10,575
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Subtotal			3,338			—			—			3,338				10,576			(1	)		—			10,575
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Level 2:
Commercial paper																1,495			(1	)		—			1,494
Corporate notes and bonds			1,434			(1	)		—			1,433				6,044			(22	)		—			6,022
US Treasuries			502			—			—			502				3,013			—			20			3,033
US Government agencies																1,007			—			—			1,007
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Subtotal			1,936			(1	)		—			1,935				11,559			(23	)		20			11,556
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	5,274		$	(1	)	$	—		$	5,273			$	22,135		$	(24	)	$	20		$	22,131
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

 


		As of March 31, 2018													As of March 31, 2019
		Amortized Cost			Gross Unrealized Loss			Gross Unrealized Gain			Estimated Fair Value				Amortized Cost			Gross Unrealized Loss			Gross Unrealized Gain			Estimated Fair Value
		(In thousands)													(In thousands)
Level 1:
Money market funds		$	666		$	—		$	—		$	666			$	3,338		$	—		$	—		$	3,338
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Subtotal			666			—			—			666				3,338			—			—			3,338
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Level 2:
Commercial paper			1,891			—			—			1,891							—			—			—
Corporate notes and bonds			2,008			(2	)		—			2,006				1,434			(1	)		—			1,433
US Treasuries			1,500			(1	)		—			1,499				502			—			—			502
US Government agencies			2,950			(1	)		—			2,949
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Subtotal			8,349			(4	)		—			8,345				1,936			(1	)		—			1,935
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	9,015		$	(4	)	$	—		$	9,011			$	5,274		$	(1	)	$	—		$	5,273
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        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, 2020.




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

5. Income Taxes

        The components of current and deferred federal and state income tax (benefits) provision are as follows:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
		(In thousands)										(In thousands)
Loss from continuing operations before income taxes		$	(7,780	)	$	(5,586	)	$	(5,231	)		$	(5,450	)	$	(7,780	)	$	(5,586	)
Current income tax provision:
Federal			—			3			71				—			—			3
State			36			45			62				34			36			45
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total current tax provision			36			48			133				34			36			48
Deferred income tax benefit:
Federal			—			(1,849	)		(166	)			105			—			(1,849	)
State			—			(17	)		(11	)			21			—			(17	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total deferred benefit provision			—			(1,866	)		(177	)			126			—			(1,866	)
Provision (benefit) for income taxes on continuing operations			36			(1,818	)		(44	)
Provision (benefit) for income taxes on continued operations													160			36			(1,818	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss from continuing operations, net of taxes		$	(7,816	)	$	(3,768	)	$	(5,187	)		$	(5,610	)	$	(7,816	)	$	(3,768	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        The reconciliation of our income tax (benefit) provision to taxes computed at U.S. federal statutory rates is as follows:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
		(In thousands)										(In thousands)
Benefit for income taxes at statutory rates		$	(1,634	)	$	(1,720	)	$	(1,778	)		$	(1,095	)	$	(1,634	)	$	(1,720	)
Change in federal tax rate			—			4,134			—				—			—			4,134
State income taxes net of federal benefit			(620	)		(255	)		(124	)			(198	)		(620	)		(255	)
Impairment charges			—			—			737
Tax credits			(343	)		(567	)		(125	)			(658	)		(343	)		(567	)
Compensation charges			199			(324	)		29				151			199			(324	)
Change in valuation allowance			2,385			(3,153	)		1,148				1,913			2,385			(3,153	)
Other			49			67			69				47			49			67
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Provision (benefit) for income taxes		$	36		$	(1,818	)	$	(44	)		$	160		$	36		$	(1,818	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
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Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

5. Income Taxes (Continued)

        The components of deferred tax assets and liabilities are as follows:

		March 31,							March 31,
		2019			2018				2020			2019
		(In thousands)							(In thousands)
Deferred tax assets:
Net operating losses		$	5,335		$	2,853			$	4,284		$	5,335
Capitalized R&D			2,347			2,734				3,520			2,347
Credit carry forwards			2,806			2,043				3,510			2,806
Deferred compensation and payroll			1,655			1,603				2,304			1,655
Bad debt allowance and other reserves			618			567				656			618
Deferred rent			202			235				—			202
Operating leases										219			—
Property and equipment			139			844				60			139
Other, net			309			203				556			309
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total deferred tax assets			13,411			11,082				15,109			13,411
Valuation allowance			(12,250	)		(9,814	)			(14,163	)		(12,250	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total deferred tax assets, net of valuation allowance			1,161			1,268				946			1,161
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Deferred tax liabilities:
Acquired intangibles			(759	)		(866	)			(596	)		(759	)
Goodwill			(467	)		(467	)			(540	)		(467	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total deferred tax liabilities			(1,226	)		(1,333	)			(1,136	)		(1,226	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net deferred tax liabilities		$	(65	)	$	(65	)		$	(190	)	$	(65	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        At March 31, 2019,2020, we had $1.2 million$551,000 in federal alternative minimum tax credit carryforwards, approximately $629,000 of which were classified as a current income tax receivable included in the prepaid expenses and other current assets in the accompanying consolidated balance sheet, and approximately $551,000 of which were classified as a noncurrent income tax receivable included in the other assets in the accompanying consolidated balance sheet as we expect this amount to be refunded over the next three years.sheet. We also had $1.8$2.5 million in federal research credits that begin to expire in 2031 and $1.2$1.3 million in state tax credits that begin to expire in 2023. We had $17.4$10.7 million of federal net operating loss carryforwards at March 31, 20192020 that do not expire as a result of recent tax law changes. We had $5.7$7.3 million of federal net operating loss carryforwards at March 31, 20192020 that begin to expire in 2022.2038. We also had $8.0$8.7 million of state net operating loss carryforwards at March 31, 20192020 that begin to expire in 2031.2036.

        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 $12.3$14.2 million and $9.8$12.3 million against our deferred tax assets at March 31, 20192020 and 2018,2019, respectively. We will continuously reassess the appropriateness of maintaining a valuation allowance.

        On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (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 CARES Act allows net operating losses incurred




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

5. Income Taxes (Continued)

in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Tax Cuts and Jobs Act ("TCJA") was enacted on December 22, 2017 and reduced U.S. corporate income tax rates to 21.0% as of January 1, 2018. The rate change became effective during Fiscal 2018 resulting in a blended statutory tax rate of 30.8% for Fiscal 2018. As a consequenceprovisions of the CARES Act had an immaterial impact on our current taxes, deferred taxes, and uncertain tax legislation, the Company recorded a decrease in its net deferred tax assets of $4.1 million and a decrease in the valuation allowance maintained against its deferred tax assets of $5.8 million. The estimated impactpositions of the tax legislation was an income tax benefit of $1.7 million, of which $1.1 million was due to the release of valuation allowance that had been maintained against alternative minimum tax credit carryforwards, which were made refundable by the tax legislation, and approximately $640,000 was due to the remeasurement of a deferred tax liability related to indefinite-lived assets.

        On December 22, 2017, the SEC issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118") directing taxpayers to consider the impact of the tax legislation as "provisional" when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. In accordance with SAB 118, the income tax effects recorded in Fiscal 2018 represented the Company's best estimate based on its current interpretation of this tax legislation. We completed our accounting for the tax legislation in Fiscal 2019 and did not recognize any material adjustments to the provisional amounts recorded in Fiscal 2018.Company.

Unrecognized Tax Benefits

        As of March 31, 20192020 and 2018,2019, our gross unrecognized tax benefits were approximately $687,000$952,000 and $586,000,$687,000, respectively, of which approximately $580,000$861,000, and $461,000,$580,000, respectively, are netted against certain noncurrent deferred tax assets. The amounts that would affect our effective tax rate if recognized are approximately $609,000$840,000 and $513,000, respectively.

        We recognize interest and/or penalties related to income tax matters in income tax expense. As of March 31, 2019 and 2018, we had accrued cumulatively approximately $42,000 and $43,000, respectively, for the payment of potential interest and penalties. The total amount of interest and penalties recognized in the consolidated statements of operations for the fiscal years ended March 31, 2019 and 2018 was approximately $1,000 and $3,000,$609,000, respectively.

        A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
		(In thousands)										(In thousands)
Gross unrecognized tax benefits at beginning of year		$	586		$	426		$	394			$	687		$	586		$	426
Increases for tax positions taken in prior years			2			62			18				101			2			62
Decreases for tax positions taken in prior years			—			—			(8	)			—			—			—
Increases for tax positions taken in the current year			116			122			59				180			116			122
Lapse in statute of limitations			(17	)		(24	)		(37	)			(16	)		(17	)		(24	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross unrecognized tax benefits at March 31		$	687		$	586		$	426			$	952		$	687		$	586
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
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Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

5. Income Taxes (Continued)

        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, 20162017 or later, and state and local income tax examination for fiscal tax years ended March 31, 20152016 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.

6. 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.

Operating Leases

        In May 2007, we entered into an agreement to lease 52,000 square feet of office space in Santa Ana, California for a term of 88 months. In September 2007, we relocated our headquarters and principal operations into this space. The monthly lease rate was $102,000 during the first year of the lease and increased each year thereafter, to $120,000 per month during the last year of the lease. In February 2014, we entered into an amendment to the lease, which reduced our office space by approximately 11,000 square feet and changed the lease term to 96 months, commencing on April 1, 2014. The monthly lease rate is approximately $76,000 during the first year of the amended term and increases each year thereafter, up to a maximum of approximately $90,000 during the last year of the term. Additionally, the lease amendment provided for approximately $328,000 in incentives in the form of tenant improvement allowances, which we recorded as fixed assets and deferred rent in our consolidated balance sheet. The leasehold improvements were capitalized into fixed assets during Fiscal 2015 and will be depreciated over the estimated useful life of the improvements, or the term of the lease amendment, whichever is shorter. The corresponding deferred rent amount will reduce monthly rent expense over the term of the lease amendment. On January 23, 2017, we entered into an amendment to the lease, which added approximately 5,980 square feet and will expire after 60 months, commencing on April 1, 2017. The monthly lease rate is approximately $14,000 during the first year of the term and increases each year thereafter, up to a maximum of approximately $16,000 during the last year of the term. Additionally, the lease amendment provided for approximately $119,000 in incentives in the form of tenant improvement allowances.




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

6. Commitments and Contingencies (Continued)

        We have lease commitments for facilities in various locations throughout the U.S., as well as for certain equipment. Future minimum rental payments under these non-cancelable operating leases at March 31, 2019 were as follows:

Year Ending March 31,
(In thousands)
2020		$	2,408
2021			2,150
2022			1,981
2023			548
2024			177
Thereafter			—
​	​	​	​	​
		$	7,264
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

        Rent expense totaled approximately $1.9 million for Fiscal 2019, and $1.8 million for each of Fiscal 2018 and $1.7 million for Fiscal 2017.

Related Party Transaction

        We previously subleased office space to Maxxess Systems, Inc. ("Maxxess"), one of our former subsidiaries that we sold in September 2003. The sublease terminated in September 2007, at which time




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

6. Commitments and Contingencies (Continued)

Maxxess owed us an aggregate of $274,000. Maxxess executed a promissory note for such amount, which was subsequently amended and restated on July 23, 2013, August 11, 2016 and on August 11, 2018. The amended and restated note bears interest at a rate of 6% per annum, compounded annually, with accrued interest payable annually on the first business day of each calendar year. When authorized by the Company, Maxxess may pay down the balance of this note by providing consulting services to Iteris. We havehad previously fully reserved for amounts owed to us by MaxxessMaxxess. During Fiscal 2020, the full amount due was paid to the Company, and a gain of approximately $146,000 was recognized in other income on the outstanding principal balance remains fully reserved.accompanying consolidated statements of operations. As of March 31, 2019, approximately $146,000 of the original principal balance was2020, no amounts are outstanding and payable to Iteris. Maxxess is currently owned by an investor group that includes, among others, onetwo former Iteris director,directors, who hashave not been a directordirectors of Iteris since September 2013 and one existing director of Iteris, whoMarch 2020. These former directors currently ownsown less than 2% of Maxxess' capital stock.

7. 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 to 5 years, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate.

        Through March 31, 2019, we recognized rent expense related to operating leases on a straight-line basis over the lease term and, accordingly, recorded the difference between rent payments and rent expense as a deferred rent liability. Effective April 1, 2019, we adopted ASU 2016-02, Leases, or ASC 842.

        The table below presents lease-related assets and liabilities recorded on the consolidated balance sheet as follows:

		Classification		March 31, 2020
				(In thousands)
Assets
Operating lease right-of-use-assets		Right-of-use assets		$	13,044
​	​	​	​	​	​	​
​	​	​	​	​	​	​
​	​	​	​	​	​	​
Liabilities
Operating lease liabilities (short-term)		Accrued liabilities		$	1,935
Operating lease liabilities (long-term)		Lease liabilities			11,995
​	​	​	​	​	​	​
Total lease liabilities				$	13,930
​	​	​	​	​	​	​
​	​	​	​	​	​	​
​	​	​	​	​	​	​

Lease Costs

        For Fiscal 2020, Fiscal 2019 and Fiscal 2018, lease costs totaled approximately $2.6 million, $1.9 million and $1.8 million, respectively. The Company currently has no variable lease costs.




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

7. Right-of-Use Assets and Lease Liabilities (Continued)

Supplemental Information

        The table below presents supplemental information related to operating leases during the fiscal year ended March 31, 2020 (in thousands, except weighted average information):

Cash paid for amounts included in the measurement of operating lease liabilities		$	2,608
Right-of-use assets obtained in exchange for new operating lease liabilities		$	581
Weighted average remaining lease term			7.0
Weighted average discount rate			5.0	%

Undiscounted Cash Flows

        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, 2020:

Fiscal Year Ending March 31,
(In thousands)
2021		$	2,577
2022			2,457
2023			2,326
2024			2,248
2025			2,062
Thereafter			4,852
​	​	​	​	​
Total lease payments			16,522
Less imputed interest			(2,592	)
​	​	​	​	​
Present value of future lease payments			13,930
Less current obligations under leases			(1,935	)
​	​	​	​	​
Long-term lease obligations		$	11,995
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

Disclosure Related to Periods Prior to Adoption of New Lease Standard

        Minimum lease payments under operating leases with non-cancelable terms in excess of one year as of March 31, 2019, were as follows:

Fiscal Year Ending March 31,
(In thousands)
2020		$	2,408
2021			2,150
2022			1,981
2023			548
2024			177
Thereafter			—
Total minimum lease payments		$	7,264




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

8. Stockholders' Equity

Preferred Stock

        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, 20192020 and 2018,2019, there were no outstanding shares of preferred stock, and we do not currently have plans to issue any shares of preferred stock.




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

7. Stockholders' Equity (Continued)

        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, 2019, 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, 2019:2020:

		Number of Shares
		(In thousands)
Stock options outstanding			5,0355,934
Restricted stock units outstanding			112404
Authorized for future issuance under stock incentive plans			2,7611,691
​	​	​	​	​
			7,9088,029
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

8.9. Employee Benefit Plans

Stock Incentive Plans

        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




Table of Contents


Notes to Consolidated Financial Statements (Continued)

March 31, 2020

9. Employee Benefit Plans (Continued)

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




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

8. Employee Benefit Plans (Continued)

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 four 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.

        We currently maintain bothtwo stock incentive plans, the 2007 Omnibus Incentive Plan and the 2016 Plan.Omnibus Incentive Plan (the "2016 Plan"). Of these plans, we may only grant future awards from the 2016 Plan. AsThe 2016 Plan allows for the issuance of the 2016 Annual Meeting of Stockholders, no future shares could be granted under the 2007 Plan. As ofstock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), cash incentive awards and other stock-based awards. At March 31, 2019, options to purchase2020, there were approximately 2.31.7 million shares of common stock as well as 7,500 RSUs, were outstanding under the 2007 Plan and options to purchase approximately 2.8 million shares of common stock, as well as 104,000 RSUs, were outstandingavailable 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, 2020.

Stock Options

        A summary of activity in the Plans with respect to our stock options for Fiscal 20192020 is as follows:

		Options			Weighted Average Exercise Price Per Share			Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value				Options			Weighted Average Exercise Price Per Share			Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value
		(In thousands)						(Years)			(In thousands)				(In thousands)						(Years)			(In thousands)
Options outstanding at March 31, 2018			4,124		$	3.58
Options outstanding at March 31, 2019																5,035		$	3.70			7.6		$	4,430
Granted			1,038			4.20										1,206			5.06
Exercised			(43	)		2.00										(119	)		2.13
Forfeited			(76	)		4.93										(188	)		4.94
Expired			(8	)		4.91										—			—
​	​	​	​	​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Options outstanding at March 31, 2019			5,035		$	3.70			7.6		$	4,430
Options outstanding at March 31, 2020																5,934		$	3.99			7.2		$	2,095
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Options exercisable at March 31, 2019			2,482		$	2.92			6.5		$	3,729
​		​	​	​	​	​	​	​	​	​	​	​	​
​			​	​		​	​		​	​		​	​
​		​	​	​	​	​	​	​	​	​	​	​	​
Vested and expected to vest at March 31, 2019			5,035		$	3.70			7.6		$	4,430
​		​	​	​	​	​	​	​	​	​	​	​	​
​			​	​		​	​		​	​		​	​
​		​	​	​	​	​	​	​	​	​	​	​	​
Options exercisable at March 31, 2019 pursuant to a change-in-control			5,035		$	3.70			7.6		$	4,430
​		​	​	​	​	​	​	​	​	​	​	​	​




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Notes to Consolidated Financial Statements (Continued)

March 31, 2020

9. Employee Benefit Plans (Continued)

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




Table of Contents


Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

8. Employee Benefit Plans (Continued)

between one and four anniversaries of the grant date provided that the holder remains in service (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 20192020 is as follows:

		# of Shares			Weighted Average Price Per Share			Weighted Average Remaining Life			Aggregate Intrinsic Value				# of Shares			Weighted Average Price Per Share			Weighted Average Remaining Life			Aggregate Intrinsic Value
		(In thousands)						(Years)			(In thousands)				(In thousands)						(Years)			(In thousands)
RSUs outstanding at March 31, 2018			144		$	4.72
RSUs outstanding at March 31, 2019																112		$	4.62			1.1		$	19
Granted			62			4.21										374			5.12
Vested			(69	)		4.83										(78	)		4.17
Forfeited			(25	)		3.61										(4	)		5.52
​	​	​	​	​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
RSUs outstanding at March 31, 2019			112		$	4.62			1.1			19.00
RSUs outstanding at March 31, 2020																404		$	5.16			2.0		$	1,295
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Expected to vest at March 31, 2019			112		$	4.62			1.1			19.00
​		​	​	​	​	​	​	​	​	​	​	​	​
​			​	​		​	​		​	​		​	​
​		​	​	​	​	​	​	​	​	​	​	​	​
Common stock issuable (for RSUs) at March 31, 2019 upon a change-in-control			112		$	4.62			1.1			19.00
​		​	​	​	​	​	​	​	​	​	​	​	​
​			​	​		​	​		​	​		​	​
​		​	​	​	​	​	​	​	​	​	​	​	​

Stock-Based Compensation

        The following table presents stock-based compensation expense that is included in each functional line item in our consolidated statements of operations:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
		(In thousands)										(In thousands)
Cost of revenues		$	146		$	71		$	51			$	175		$	146		$	71
Selling, general and administrative expense			1,804			1,558			858				2,364			1,804			1,558
Research and development expense			206			152			67				246			206			152
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total stock-based compensation		$	2,156		$	1,781		$	976			$	2,785		$	2,156		$	1,781
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        At March 31, 2019,2020, there was approximately $4.7$5.5 million and $364,000$1.5 million of unrecognized compensation expense related to unvested stock options and RSUs, respectively. This expense is currently expected to be recognized over a weighted average period of approximately 2.72.9 years for stock options and 1.12.0 years for RSUs. 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.




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Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

8.9. Employee Benefit Plans (Continued)

        The grant date fair value of stock options granted was estimated using the following weighted-average assumptions:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
Expected life—years			5.9			6.5			6.5				6.8			5.9			6.5
Risk-free interest rate			2.7	%		2.7	%		2.2	%			2.2	%		2.7	%		2.7	%
Expected volatility of common stock			43	%		43	%		40	%			47	%		43	%		43	%
Dividend yield			—	%		—	%		—	%			0	%		0	%		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:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
		(In thousands, except per share amounts)										(In thousands, except per share amounts)
Weighted average grant date fair value per share of options granted		$	1.89		$	2.59		$	2.11			$	2.52		$	1.89		$	2.59
Intrinsic value of options exercised		$	114		$	2,469		$	1,061			$	378		$	114		$	2,469

Employee Incentive Programs

        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, 2020, 2019 2018 and 2017.2018.

        We sponsor a defined contribution 401(k) plan (the "401(k) Plan"), adopted in 1990, under which eligible associatesemployees 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 three years of service. Our matching contributions under the 401(k) Plan were approximately $1,317,000, $1,185,000 $1,067,000, and $881,000$1,067,000 for the Fiscal 2020, Fiscal 2019 and Fiscal 2018, and Fiscal 2017, respectively.




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Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

8.9. Employee Benefit Plans (Continued)

Other Stock-Based Compensation Plans

        Beginning January 1, 2018, the Company adopted an Employee Stock Purchase Plan ("ESPP")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 $25,000 annual stock value limit. During Fiscal 2020 and Fiscal 2019, 91,000 and 92,000 shares, respectively, were purchased. There were no share purchases in Fiscal 2018. The ESPP is considered a non-compensatory plan and accordingly no compensation expense is recorded in connection with this benefit.

        As of March 31, 2020, approximately $146,000 of cash was restricted for the purchase of shares under the ESPP and is recorded as restricted cash in the accompanying consolidated balance sheets.

9.10. Stock Repurchase Program

        In August 2011, our Board of Directors approved a stock repurchase program pursuant to which we were authorized to acquire up to $3 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 new stock repurchase program pursuant to which we may acquire up to $3 million of our outstanding common stock for an unspecified length of time. Under the new program, we may repurchase shares from time to time in 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. 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. 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 may 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, 2020, 2019, 2018, and 20172018 we did not repurchase any shares. From inception of the program in August 2011 through March 31, 2019,2020, we repurchased approximately 3,422,000 shares of our common stock for an aggregate price of approximately $5.6 million, at an average price per share of $1.63. As of March 31, 2019,2020, all repurchased shares have been retired and returned to their status as authorized and unissued shares of our common stock. As of March 31, 2019,2020, approximately $1.7 million remains available for the repurchase of our common stock under our current program.

11. Acquisition

        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 (FL), Virginia Beach (VA) and Chadds Ford (PA). 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 increased traffic demands, traffic congestion and delay. With a foundation of arterial timing plan development, AGI has expanded its




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Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

10. Investments11. Acquisition (Continued)

        Our investments consistedservices 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 following: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 are being held in escrow for 18 months to secure performance of indemnification and other post-closing obligations of the Selling Shareholders.

        Since the date of acquisition AGI operated as a wholly-owned subsidiary of the Company, as part of the Transportation Systems segment, and contributed approximately $6.4 million of service revenue and approximately $1.7 million of net income.

        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:

		As of March 31, 2019
		Amortized Cost			Gross Unrealized Loss			Gross Unrealized Gain			Estimated Fair Value
		(In thousands)
Cash and cash equivalents		$	3,338		$	—		$	—		$	3,338
Short term investments			1,936			(1	)		—			1,935
Cash															$	664
Trade accounts receivable																905
Unbilled accounts receivable																347
Right-of-use assets																863
Property and equipment																357
Intangible assets																3,710
Goodwill																5,440
Other assets																161
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	5,274		$	(1	)	$	—		$	5,273
Total assets acquired																12,447
Accounts payable																(378	)
Accrued payroll and related expenses																(426	)
Lease liabilities																(863	)
​														​	​	​	​
Total liabilities assumed																(1,667	)
​														​	​	​	​
Total purchase price															$	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 is included within the Company's Transportation Systems reporting unit. 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




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Notes to Consolidated Financial Statements (Continued)

March 31, 2020

11. Acquisition (Continued)

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:

		As of March 31, 2018													Amount			Weighted Average Useful Life
		Amortized Cost			Gross Unrealized Loss			Gross Unrealized Gain			Estimated Fair Value				(in thousands)			(in years)
		(In thousands)
Cash and cash equivalents		$	3,692		$	—		$	—		$	3,692
Short term investments			5,323			(4	)		—			5,319
Customer relationships															$	3,500		6
Non-compete agreement																210		3
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	9,015		$	(4	)	$	—		$	9,011
Total intangible assets assumed															$	3,710
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        Unrealized lossesAcquisition-Related Costs

        In connection with the acquisition, 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 $570,000 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 year ended March 31, 2020, the Company recorded approximately $1.0 million, as stock based compensation and salaries expense to selling, general and administrative expense in the consolidated statements of operations, related to these investments are duebonuses. Additionally, approximately $689,000, in acquisition related professional fees was recorded to interest rate fluctuationsselling, general and administrative expense for the year ended March 31, 2020.

Pro Forma Financial Information (Unaudited)

        The following pro forma information presents the consolidated results of operations of the Company and AGI for the fiscal years ended March 31, 2020 and 2019, as opposedif the acquisition of AGI had been completed on April 1, 2018. These pro forma consolidated financial results have been prepared for comparative purposes only and include certain adjustments that reflect pro forma results of operations, such as increased amortization for the fair value of acquired intangible assets and increased salaries expense related to credit quality. In addition, wethe retention bonuses. The pro forma results do not intendreflect any operating efficiencies or potential cost savings that may result from the consolidation of the operations of the Company and AGI. Accordingly, these pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that actually would have




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Notes 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 investmentsConsolidated Financial Statements (Continued)

March 31, 2020

11. Acquisition (Continued)

been achieved had the acquisition occurred as of March 31, 2019.April 1, 2018, nor are they intended to represent or be indicative of future results of operations:

		Year Ended March 31,
		2020			2019
Proforma revenue		$	116,333		$	107,049
Proforma net loss			(5,775	)		(7,108	)
Pro forma loss per common stock
Basic			(0.14	)		(0.21	)
Diluted			(0.14	)		(0.21	)

11.12. Business Segments, Significant Customer and Geographic Information

Business Segments

        We currently operatehave operated in three reportable segments: Roadway Sensors, Transportation Systems, and Agriculture and Weather Analytics.

        The Roadway Sensors segment provides various advanced detection sensors and systems for traffic intersection management, communication systems and roadway traffic data collection applications. The RoadwayRoadways Sensors product line uses advanced image processing technology and other techniques to capture and analyze sensor data through sophisticated algorithms, enabling vehicle, bicycle and pedestrian detection, as well as the transmission of both video images and data using various communication technologies. Our Roadway Sensors products include, among others, Vantage, VantageLive!, Vantage Next,Next®, VantagePegasus, VantageRadius, Vantage Vector, Velocity, SmartCycle, SmartCycle Bike Indicator, SmartSpan, VersiCam, PedTrax and P-Series products. OurIn select territories, our Roadway Sensors segment also includes the sale of original equipment manufacturer ("OEM")sells OEM products for the traffic intersection markets, which include, among other things, traffic signal controllers and traffic signal equipment cabinets.

        The Transportation Systems segment providesincludes engineering and consulting services, managed services, performance measurement and traffic analytics solutions, as well as the development of transportation management




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Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

11. Business Segments, Significant Customer and Geographic Information (Continued)

and traveler information systems for the ITS industry. Our Transportation Systems 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 include planning, design, implementation, operation and management of surface transportation infrastructure systems. We perform analysis and study goods movement, commercial vehicle operations, provide travel demand forecasting and systems engineering, and identify mitigation measures to reduce traffic congestion. OurThe Transportation Systems segment also includes the operations of AGI beginning July 2, 2019 (see Note 11 of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report for further details on the acquisition of AGI). The Transportations Systems segment product line includes: Iteris Signal Performance Measures ("SPM"), Iteris ClearGuide, and iPeMS, our performance measurement and analytics solution, our advanced traveler information management solutionsystem solutions ClearPath 511 and Reverse 511, as well as our commercial vehicle operations and vehicle safety compliance platforms known as CVIEW Plus,ClearFleet, CVIEW-Plus, CheckPoint, UCRLink and inspect.




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Notes to Consolidated Financial Statements (Continued)

March 31, 2020

12. Business Segments, Significant Customer and Geographic Information (Continued)

        The Agriculture and Weather Analytics segment, includeswhich we sold in May 2020, consisted of ClearPath Weather, oura road maintenance applications,application, and ClearAg, oura digital agriculture platform. Our ClearPath Weather is a web-based solution, thatwhich includes a suite of tools that appliesapply data assimilation and modeling technologies for assessingto assess historical weather conditions for both short-term and long-range weather forecasts and customizable route/site weather and pavement forecasting, and providing winter road maintenance recommendations for state agencies, municipalities and for commercial companies that allow such users to create solutions to meet roadway maintenance decision needs. Our ClearAg solutions combinecombines weather and agronomic data with proprietary land-surface modeling and analytics to solve complex agricultural problems and to increase the efficiency and sustainability of farmlands. We currently offer our ClearAg solutions are offered to companies in the agriculture industry, such as seed and crop protection companies, integrated food companies, and agricultural equipment manufacturers and service providers. Our ClearAg solutions provideprovides weather, environment, soil and plant growth modeling to deliver smart contentenvironmental intelligence through ClearAg APIs and components, IMFocus APIs and ClearAg web applications.

        On May 5, 2020, pursuant to a Purchase Agreement the Company sold the assets of its Agriculture and Weather Analytics segment, composed of its ClearAg and ClearPath Weather product lines, to DTN, an operating company of TBG AG, a Swiss-based holding company. As a result of the sale, we no longer operate in the Agriculture and Weather Analytics segment. See Note 14 for further details on the sale of the Agriculture and Weather Analytics segment.

        The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies (Note 1). Certain corporate general and administrative expenses, including general overhead functions such as information systems, accounting, human resources, marketing, compliance costs and certain administrative expenses, as well as interest and amortization of intangible assets, are not allocated to the segments. The reportable segments are each managed separately because they manufacture and distribute distinct products or provide services with different processes. All reported segment revenues are derived from external customers. Our Chief Executive Officer, who is our chief operating decision maker ("CODM"), reviews financial information at the operating segment level. Our CODM does not review assets by segment in his resource allocation, and therefore, assets by segment are not disclosed below.




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Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 20192020

11.12. Business Segments, Significant Customer and Geographic Information (Continued)

        Selected financial information for our reportable segments for the fiscal years ended March 31, 2020, 2019 2018 and 20172018 is as follows:

		Roadway Sensors			Transportation Systems			Agriculture and Weather Analytics			Total				Roadway Sensors			Transportation Systems			Agriculture and Weather Analytics			Total
		(In thousands)													(In thousands)
Year Ended March 31, 2020
Product revenues															$	49,082		$	5,925		$	—		$	55,007
Service revenues																288			52,108			6,714			59,110
​														​	​	​	​	​	​	​	​	​	​	​	​	​
Total revenues																49,370			58,033			6,714			114,117
Depreciation																200			330			77			607
Segment income (loss)																7,787			10,556			(3,852	)		14,491
Year Ended March 31, 2019
Product revenues		$	43,253		$	4,974		$	—		$	48,227				43,253			4,974			—			48,227
Service revenues			239			44,841			5,816			50,896				239			44,841			5,816			50,896
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total revenues			43,492			49,815			5,816			99,123				43,492			49,815			5,816			99,123
Depreciation			233			195			103			531				233			195			103			531
Segment income (loss)			7,011			5,907			(5,024	)		7,894				7,011			5,907			(5,024	)		7,894
Year Ended March 31, 2018
Product revenues			44,163			2,301			—			46,464				44,163			2,301			—			46,464
Service revenues			194			52,180			4,891			57,265				194			52,180			4,891			57,265
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total revenues			44,357			54,481			4,891			103,729				44,357			54,481			4,891			103,729
Depreciation			221			204			109			534				221			204			109			534
Segment income (loss)			8,825			8,639			(8,048	)		9,416			$	8,825		$	8,639		$	(8,048	)	$	9,416
Year Ended March 31, 2017
Product revenues			42,059			1,676			—			43,735
Service revenues			111			47,594			4,542			52,247
​		​	​	​	​	​	​	​	​	​	​	​	​
Total revenues			42,170			49,270			4,542			95,982
Depreciation			180			191			131			502
Loss on impairment of goodwill			—			—			2,168			2,168
Segment income (loss)		$	9,799		$	8,482		$	(9,557	)	$	8,724

        The following table reconciles total segment income to consolidated income from continuing operations before income taxes:operating loss:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
		(In thousands)										(In thousands)
Segment income:
Total income from reportable segments		$	7,894		$	9,416		$	8,724			$	14,491		$	7,894		$	9,416
Unallocated amounts:
Corporate and other expenses			(15,578	)		(14,930	)		(13,680	)
Corporate expenses													(19,710	)		(15,578	)		(14,930	)
Amortization of intangible assets			(275	)		(88	)		(281	)			(757	)		(275	)		(88	)
Other income (expense), net			50			(16	)		(7	)
Interest income, net			129			32			13
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss from continuing operations before income taxes		$	(7,780	)	$	(5,586	)	$	(5,231	)
Operating loss												$	(5,976	)	$	(7,959	)	$	(5,602	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
												$	(5,976	)	$	(7,959	)	$	(5,602	)




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Iteris, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2019

11. Business Segments, Significant Customer and Geographic Information (Continued)

Significant Customer and Geographic Information

        No individual customer or government agency had a receivable balance at March 31, 2019 greater than 10% of our total trade accounts receivable balances as of March 31, 2020 and March 31, 2019. One individual customer who is also a government agency had a receivable balance of 13% of our total trade accounts receivable balance as of March 31, 2018. No individual customer or government agency had a receivable balance at




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Notes to Consolidated Financial Statements (Continued)

March 31, 2017 greater than 10% of our total trade accounts receivable balances as of March 31, 2017.2020

12. Business Segments, Significant Customer and Geographic Information (Continued)

        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.:

		Year Ended March 31,										Year Ended March 31,
		2019			2018			2017				2020			2019			2018
Canada			—	%		1	%		1	%			—	%		—	%		1	%
Europe			1			1			1				—			1			1
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
			1	%		2	%		2	%			—	%		1	%		2	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        Substantially all of our long-lived assets are held in the U.S.

12.13. Quarterly Financial Data (Unaudited)

Quarter Ended:		Revenues			Gross Profit			Net (Loss) Income			Basic Net Income (Loss) per Share			Diluted Net Income (Loss) per Share				Revenues			Gross Profit			Net (Loss) Income			Basic Net Income (Loss) per Share			Diluted Net Income (Loss) per Share
		(In thousands, except per share amounts)																(In thousands, except per share amounts)
June 30, 2019																		$	26,607		$	10,407		$	(1,572	)	$	(0.05	)	$	(0.05	)
September 30, 2019																			27,882			11,384			(2,187	)		(0.05	)		(0.05	)
December 31, 2019																			28,733			11,938			(2,068	)		(0.05	)		(0.05	)
March 31, 2020																			30,895			14,032			217			0.01			0.01
​																	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
																		$	114,117		$	47,761		$	(5,610	)	$	(0.14)	*	$	(0.14)	*
​																	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​																	​		​	​		​	​		​	​		​	​		​	​
​																	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
June 30, 2018		$	25,475		$	10,192		$	(1,579	)	$	(0.05	)	$	(0.05	)		$	25,475		$	10,192		$	(1,579	)	$	(0.05	)	$	(0.05	)
September 30, 2018			24,417			9,661			(1,341	)		(0.04	)		(0.04	)			24,417			9,661			(1,341	)		(0.04	)		(0.04	)
December 31, 2018			23,140			8,892			(2,464	)		(0.07	)		(0.07	)			23,140			8,892			(2,464	)		(0.07	)		(0.07	)
March 31, 2019			26,091			9,861			(2,432	)		(0.07	)		(0.07	)			26,091			9,861			(2,432	)		(0.07	)		(0.07	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		$	99,123		$	38,606		$	(7,816	)	$	(0.23)	*	$	(0.23)	*		$	99,123		$	38,606		$	(7,816	)	$	(0.23)	*	$	(0.23)	*
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
June 30, 2017		$	27,183		$	9,905		$	(470	)	$	(0.02	)	$	(0.02	)
September 30, 2017			25,248			9,968			(984	)		(0.03	)		(0.03	)
December 31, 2017			26,025			9,943			343			0.01			0.01
March 31, 2018			25,273			10,015			(2,415	)		(0.07	)		(0.07	)
​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
		$	103,729		$	39,831		$	(3,526	)	$	(0.11)	*	$	(0.11)	*
​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​			​	​		​	​		​	​		​	​		​	​
​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

---

*

Annual per share amounts may not agree to the sum of the quarterly per share amounts due to differences between average shares outstanding during the periods.

14. Subsequent Events

Sale of Segment

        On May 2, 2020, Iteris, Inc. and its wholly-owned subsidiary, ClearAg, Inc. entered into an Asset Purchase Agreement (the "Purchase Agreement") with DTN, LLC ("DTN"), an operating company of TBG AG, a Swiss-based holding company. Under the Purchase Agreement, the Company agreed to sell to DTN the assets of the Company's Agriculture and Weather Analytics segment, composed of its ClearAg and ClearPath Weather product lines (the "Business"). The transaction was completed by the parties and closed on May 5, 2020.

        Under the Purchase Agreement, the parties agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement, that DTN will purchase and assume from the Company substantially all of the assets used in the conduct of the Business and certain specified liabilities of the




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Notes to Consolidated Financial Statements (Continued)

March 31, 2020

14. Subsequent Events (Continued)

Business in exchange for a total purchase price of $12,000,000. Of that amount, $10,500,000 was paid at closing on May 5, 2020, and the balance of $1,500,000 will be paid at the 12- and 18-month anniversaries of the closing date, subject to satisfaction of the conditions set forth in the Purchase Agreement relating to the transition of certain customers to DTN and the collection of certain receivables by DTN. The Purchase Agreement also provides for customary post-closing adjustments to the purchase price tied to working capital balances of the Business 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.

        As of March 31, 2020, the Company determined that Agriculture and Weather Analytics did not meet the held for sale classification criteria under ASC 360, and as such, Agriculture and Weather Analytics assets and liabilities as of March 31, 2020, and the results of operations for all periods presented are not classified as held for sale and are included in continuing operations in the consolidated financial statements.




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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.    In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K, management evaluated, with the participation of our President and Chief Executive Officer, and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the date of such evaluation in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported within the time periods specified in a timely manner,the SEC's rules and forms, and (2) accumulated and communicated to management, including the Company's President and Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

        (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 20192020 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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.

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 Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our President and Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework inInternal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective at a reasonable assurance level as of March 31, 2020.




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        The Company acquired AGI on June 13, 2019. Management excluded AGI from its assessment of the effectiveness of the Company's internal control over financial reporting as of March 31, 2020. AGI's total assets excluded from this assessment was approximately $2.8 million, representing 3% of the Company's consolidated total assets as of March 31, 2020, and AGI's total revenue of approximately $6.4 million represented 6% of the Company's consolidated revenue for the year ended March 31, 2020.

        The effectiveness of our internal control over financial reporting as of March 31, 20192020 has been audited by Deloitte &




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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, 2020, based on criteria established inInternal 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, 2020, based on criteria established inInternal 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, 2020, of the Company and our report dated June 9, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company's adoption of Accounting Standards Update 2016-02,Leases, in the year ended March 31, 2020.

        As described in Management's Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting for Albeck Gerken, Inc. ("AGI"), which was acquired on July 2, 2019, and whose financial statements constitute 3% of total assets, and 6% of revenues, of the consolidated financial statements of the Company as of and for the year ended March 31, 2020. Accordingly, our audit did not include the internal control over financial reporting for AGI.

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




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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 9, 2020




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ITEM 9B.    OTHER INFORMATION


        None, except as reported in Part III, Item 11.




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PART III


ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Directors and Executive Officers

        The table and narrative below set forth information as of May 31, 2019 regarding our directors and executive officers, including, with respectrequired 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 directors, the attributes that we believe qualify themDefinitive Proxy Statement to serve as directors. We believe that our directors also have the following additional key attributes that are important to an effective board of directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of experience and thought; and the commitment to devote significant time and energy to service on our Board of Directors (the "Board") and its committees.

Name		Age			Current Position(s) with Iteris
J. Joseph ("Joe") Bergera			55		Chief Executive Officer, President and Director
Kevin C. Daly, Ph.D.(2)(3)(4)			74		Director
Scott E. Deeter(1)(2)			55		Director
Gerard M. Mooney(1)(3)(4)			65		Director
Laura L. Siegal			56		Director
Thomas L. Thomas(2)(4)(5)			70		Chairman of the Board
Mikel H. Williams(1)(3)			62		Director
Andrew Schmidt			57		Chief Financial Officer, Vice President of Finance and Secretary
Joseph Boissy			55		Chief Marketing Officer
James Chambers			52		Senior Vice President and General Manager, Agriculture and Weather Analytics
Todd Kreter			59		Senior Vice President and General Manager, Roadway Sensors
Ramin Massoumi			46		Senior Vice President and General Manager, Transportation Systems

---

(1)

Member of the Audit Committee



(2)

Member of the Compensation Committee



(3)

Member of the Nominating and Corporate Governance Committee



(4)

Member of the Finance and Strategy Committee



(5)

Our Bylaws provide that our Chairman of the Board is also an ex-officio member of each of our Board committees.

Joe Bergera has served as our President and Chief Executive Officer and as a director since September 2015. Prior to joining us, Mr. Bergera served as Group Vice President, Software of Roper Technologies, Inc. (formerly, Roper Industries) since September 2011 and as President of iTradeNetwork, a Roper subsidiary, since August 2013. He was the Executive Vice President and General Manager, Tax Solutions at CCH Wolters Kluwer from March 2011 to September 2011 and served in senior executive positions with Sage Software from 2004 to March 2011, most recently as Executive Vice President, Global CRM. Mr. Bergera holds a B.A. degree in Government from Colby College, an M.B.A. from the Booth School of Business at the University of Chicago and an A.M. in Public Policy from the Harris School of Public Policy at the University of Chicago. Mr. Bergera has over 25 years of experience in technology-related companies and provides extensive management and global software and service industry knowledge to the Board.




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Kevin C. Daly, Ph.D. served as our interim Chief Executive Officer from February 2015 to September 2015. Prior to his service as our interim CEO, Dr. Daly served as the CEO of Maxxess Systems, Inc., a provider of electronic security systems, from November 2005. Between August 2007 and August 2009, Dr. Daly also served as CEO of iStor Networks, Inc., a manufacturer of IP SAN storage systems. Prior to that, he served as the CEO of several technology companies, including Avamar Technologies, Inc. and ATL Products, Inc. Dr. Daly served on the board of directors of sTec, Inc., a provider of solid state disk systems, from May 2010 until the acquisition of the company in September 2013 by Western Digital Corporation. Dr. Daly received a B.S. degree in Electrical Engineering from the University of Notre Dame and M.S., M.A. and Ph.D. degrees in Engineering from Princeton University. He has served as a director of Iteris since 1993. Having served as the CEO of several technology companies and as a director of both private and public companies, Dr. Daly offers to the Board a wealth of management and leadership experience, as well as an understanding of issues faced by such companies.

Scott E. Deeter has served as a director since February 23, 2017. Mr. Deeter has served as Ventria Bioscience Inc.'s President and CEO and as a director since 2002. Ventria is the first company to commercialize recombinant proteins derived from a plant-based manufacturing system. From 1999 to 2001, he served as President and CEO and as a director of CyberCrop.com Incorporated, a supply chain software company connecting producers with their markets to optimize quality, logistics and efficiency. From 1996 to 1998, Mr. Deeter served as Vice President of Agriculture of Koch Industries, Inc. Previously, Mr. Deeter held various positions at Cargill, Incorporated as well as started and led a joint venture between Cargill and F. Hoffmann-La Roche, Ltd. that commercialized pharmaceutical intermediates and functional food ingredients. Earlier in his career, Mr. Deeter was a member of the Technology and Life Sciences Group of Salomon Brothers Inc. He received a BSc degree in Economics from the University of Kansas; an M.B.A. from the University of Chicago; and an MSc degree in Economics from the London School of Economics. Mr. Deeter is a proven leader who is widely known across entrepreneurial sectors of the agribusiness and agricultural biotech industry.

Gerard M. Mooney retired from International Business Machines Corporation ("IBM") in March 2014, after serving in a number of senior positions since 2000. Most recently, he served as the Vice President Strategy for IBM's Public Sector from February 2012 until his retirement, as the General Manager, Global Smarter Cities for IBM from November 2011 to February 2012, and as the General Manager, Global Government and Education for IBM from 2008 to November 2011. He served as Vice President of IBM's Venture Capital Group from 2000 to 2008. Before joining IBM, Mr. Mooney held various management positions at Hewlett-Packard Company for six years. Mr. Mooney has extensive operational and financial experience across a broad range of technology-based companies, from start-ups to large public companies, and has considerable experiencebe filed with the major customersSEC in the professional transportation market. He previously served as a memberconnection with our 2020 Annual Meeting of the board of directors of the Intelligent Transportation Society of America and is also active in the intelligent search technology, cognitive intelligence, AI, data mining and visualization tools industries. Mr. Mooney currently serves as a director of inno360 and cofounder of Swarm Intelligence LLC formerly theinnovationexchange, which offers SaaS cognitive platforms. He received a B.A. degree in Philosophy from Mount Saint Mary's College, an M.S. degree in Accounting from Georgetown University and an M.B.A. from Yale University. Mr. Mooney has served as a director of Iteris since September 2013 and brings to the Board extensive experience in setting and implementing strategy for both large and small technology organizations, deep category knowledge of the intelligent transportation market, and familiarity with many key customers for intelligent transportation solutions.

Laura L. Siegal has served as a director since May 15, 2018. Ms. Siegal has been the Chief Financial Officer and a member of the board of directors at Natel Engineering Company, Inc. dba NEO Technology Solutions, a manufacturer of products in the industrial, medical, and aerospace and defense markets, since July 2013. Prior to that, Ms. Siegal served in various financial positions with




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Kratos Defense & Security Solutions, Inc. ("Kratos"Stockholders (the "2020 Proxy Statement") formerly Wireless Facilities Inc. since 2000, most recently as its Principal Accounting Officer, Vice President and Corporate Controller from April 2006 to July 2013. Kratos is a publicly-traded leading technology, intellectual property, proprietary product and system solution company which provides engineering, information technology and other technical services to government agencies. Throughout her career, she has held a variety of financial management positions in technology and consulting companies including Controller of MEC Analytical Systems. Ms. Siegal is a Certified Public Accountant and received a B.A. degree in Economics from the University of California, San Diego. Ms. Siegal's extensive experience in technology and public agency markets, financial expertise, and demonstrated success with mergers and acquisitions provide important resources in her service on our Board.

Thomas L. Thomas is the managing partner of T2 Partners, a private management consulting and investment business which he founded in January 2011. In addition, Mr. Thomas served as the Executive Chairman and CEO of International Decision Systems, a provider of software and solutions for the equipment finance market, from September 2009 to January 2011. From 2004 to July 2008, Mr. Thomas was the President and Chief Operating Officer of Global Exchange Services, a provider of business to business EDI and supply chain management solutions. Prior to that, Mr. Thomas served as the President and CEO at several software, analytics and technology companies, including HAHT Commerce, Ajuba Solutions, and Vantive Corporation, and as the first Chief Information Officer for Dell Computer Corporation and 3Com Corporation. Earlier in his career, Mr. Thomas also held various senior executive management positions at Kraft General Foods, Sara Lee Corporation and W. R. Grace. Since July 2017, Mr. Thomas has served as Chairman of the Board of Directors of VIP Software Corporation, a provider of software solutions in the insurance industry. Since 2012, Mr. Thomas has served as a director of Accurate Group, which specializes in the appraisal and title services business where technology has been instrumental in redefining the transaction model for the industry. He has also served on the board of directors of infoGroup, Inc. from January 2009 to July 2010, and served as a director on the boards of a wide range of technology companies, including ATL Products, Vantive Corporation, Interwoven, iManage, FrontRange Solutions, IDS International, and Quofore International. Mr. Thomas has served as a director of Iteris since 1999 and as our Chairman of the Board of Directors since 2016. Mr. Thomas offers to our Board valuable business, leadership and strategic insights obtained through his service as an executive and as a member of the board of directors in a variety of industries and businesses, including a number of leading technology companies, and his experience in working with companies through several stages of their development.

Mikel H. Williams has served as the Chief Executive Officer and a director of Targus Cayman Holdco Limited, a leading global supplier that designs, develops and sells products for the mobile worker, including laptop cases, docking stations and accessories for mobile electronic devices, since February 2016. Prior to that, Mr. Williams served as the Chief Executive Officer and a director of JPS Industries, Inc., a manufacturer of sheet and mechanically formed glass and aramid substrate materials for the electronics, aerospace, ballistics and general industrial applications, from May 2013 until its sale in July 2015. Mr. Williams was the President, Chief Executive Officer and a director of DDi Corp., a leading provider of time-critical, technologically advanced electronics manufacturing services, from November 2005 to May 2012 and a Senior Vice President and Chief Financial Officer of DDi from November 2004 to October 2005. DDi was sold in May of 2012. He has also served in various management positions with several companies in the technology and professional services related industries. Mr. Williams began his career with PricewaterhouseCoopers as a certified public accountant in the State of Maryland. Mr. Williams also serves as Chairman of the board of directors of Centrus Energy Corp. (formerly USEC Inc.). He was added to USEC's board of directors in October 2013 on the recommendation of certain holders of USEC's convertible senior notes as USEC was considering a bankruptcy restructuring, which was successfully initiated and completed in 2014. Since October 2015, Mr. Williams also serves on the board of directors of B. Riley Financial, Inc. He previously served on the boards of Lightbridge Communications Corporation until it was sold in January 2015, and




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Tellabs, Inc. until it was sold in December 2013. Mr. Williams received his B.S. degree in Accounting from the University of Maryland and an M.B.A. from the University of Georgetown. Mr. Williams has served as a director of Iteris since April 2011 and provides the Board with operational and public company experience and valuable strategic insights through his many years of leadership positions in technology-related companies with international operations, as well as valuable knowledge and insights in finance and financial reporting matters.

Andrew Schmidt has served as our Vice President of Finance, Chief Financial Officer and Secretary since March 2015. Prior to joining us, Mr. Schmidt served as the Chief Financial Officer and Corporate Secretary of Smith Micro Software, Inc., a publicly-held provider of wireless and mobility software solutions from 2005 to May 2014. Prior to joining Smith Micro, Mr. Schmidt held CFO roles for several other public companies, including Genius Products, an entertainment company, and Mad Catz Interactive, a provider of console video game accessories. He also served as Vice President (Finance) of Peregrine Systems, a publicly-held provider of enterprise level software. Mr. Schmidt holds a B.B.A. degree in Finance from the University of Texas and an M.S. degree in Accountancy from San Diego State University.

Joseph Boissy has served as our Chief Marketing Officer since January 2017. Prior to that, Mr. Boissy served as Chief Marketing Officer of Vendavo, Inc. (acquired by Francisco Partners in October 2014), a provider of margin and profit optimization solutions, from September 2013 to November 2016. Prior to that, he served as the Chief Marketing Officer at 3VR Inc., a video intelligence solutions provider, from October 2011 to September 2013. From February 2002 to October 2011, he served in various management positions at ILOG, Inc. (acquired by IBM in July 2008), a provider of business rule management systems, most recently as Vice President ILOG Worldwide Marketing, then Program Director, Go-to-Market Strategy and Industry Marketing IBM WebSphere. Mr. Boissy was Vice President Program Management, Credient at SunGard Trading & Risk Systems Inc., a provider of financial software solutions and services, from 2000 to 2002, and from 1997 to 2000, he served in management positions in product development, support and product management, most recently as the Vice President Product Marketing, with Infinity Financial Technology, Inc., a financial trading and risk management software solutions provider that was acquired by SunGard in October 1997. Prior to Infinity, Mr. Boissy was Director Product Development at Diagram Financial Software, Inc. (now part of Thomson Reuters) from 1993 to 1997. Mr. Boissy holds a B.S. degree in Electrical Engineering from the Lebanese University (Lebanon) and a M.S. degree in Computer Science and Data Analytics from the University of Paris XI (France).

James Chambers has served as our Senior Vice President and General Manager, Agriculture and Weather Analytics since August 2017. Prior to that, Mr. Chambers served as Chief Executive Officer of Observant, Inc. (acquired by Jain Irrigation, Inc. in February 2017), a provider of agricultural in-field hardware and cloud based applications for precision farm water management, from February 2016 to February 2017. From June 2013 to February 2016, he served as Director of Marketing at Bayer CropScience, a company specialized in agriculture, and lifesciences. Prior to that, Mr. Chambers served in various key management positions at divisions of Deere & Company, including John Deere Water (acquired by FIMI Opportunity Funds in June 2014), a provider of integrated Ag water management solutions, most recently as Director of Global Product Management and Marketing and then as the Director of Global Technology Solutions, from August 2010 to May 2013, and John Deere Agri Services, Inc. (acquired by Constellation Software, Inc. in January 2011), a provider of software solutions for the agricultural supply chain, most recently as the General Manager for the Specialty Crop Business Unit and then as the Director of Marketing, from June 2006 to August 2010. From January 2003 to June 2006, he was Global Business Manager at Valent BioSciences Corporation, a provider of technologies and products for the agricultural, public health, forestry and household markets, and from March 2001 to January 2003, he was Director of Global Sales and Marketing with AgraQuest (acquired by Bayer CropScience in July 2012), a supplier of biological pest management




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solutions. From 1989 to 2001, Mr. Chambers served in various management positions at Monsanto Company, a provider of agriculture products for farmers, most recently as Business Development Manager and Financial Analyst, then as Marketing Manager Animal Productivity and Market and Sales Manager. Mr. Chambers holds a B.S. degree in Agriculture Business Management and Economics from The Ohio State University.

Todd Kreter has served as our Senior Vice President and General Manager, Roadway Sensors since May 2014. Mr. Kreter served as our Senior Vice President, Sensors Development and Operations from May 2009 to May 2014 and as Vice President of Engineering from November 2007 to May 2009. Prior to joining us, Mr. Kreter served in a number of executive positions at Quantum Corporation, most recently as the VP Global Services from 2004 to January 2007, where he managed the company's worldwide customer service organization. Mr. Kreter holds a B.S. degree in Mechanical Engineering from California State University, Fullerton.

Ramin Massoumi has served as our Senior Vice President and General Manager, Transportation Systems since March 2015. Mr. Massoumi joined Iteris in 1998 and served in a number of executive and managerial positions prior to the promotion to his current position, most recently as our Vice President of Business Development from June 2011 to March 2015. Throughout his career, his focus has been in the application of advanced technologies in the traffic management market, and has led projects throughout the United States and the Middle East. Mr. Massoumi also serves as a lecturer of upper division courses on transportation engineering, ITS and multi-modal operation at University of California at Irvine. Mr. Massoumi holds a B.S. degree in Civil Engineering from the University of California Irvine, an M.S. degree in Engineering from the University of California, Berkeley, and an M.B.A. from the University of Southern California.

Family Relationships

        There are no family relationships among any of our directors or executive officers.

Code of Ethics and Business Conduct

        Our Board has adopted a Code of Ethics and Business Conduct ("Code of Ethics"), which applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) and employees. The full text of our Code of Ethics is available under the headings "Executive Compensation and Other Information—Executive Officers," "Election of Directors," "Corporate Governance" heading on the Investor Relations section of our website at www.iteris.com. We will also provide an electronic or paper copy of the Code of Ethics, free of charge, upon request made to our corporate secretary. If any substantive amendments are made to our Code of Ethics, or if any waiver (including any implicit waiver) of any provision of the Code of Ethics is granted that is required to be disclosed under the rules of the SEC, such amendment or waiver will be disclosed at the same location on our website, or, if required, in a current report on Form 8-K.

Audit Committee

        The current members of our Audit Committee are Messrs. Deeter, MooneyGovernance," and Williams. The Board has determined that each member of the Audit Committee is "independent" under the standards established by The Nasdaq Stock Market ("Nasdaq") and the SEC rules regarding audit committee memberships. The Board has identified Mr. Williams as the member of the Audit Committee who qualifies as an "audit committee financial expert" under applicable SEC rules and regulations governing the composition of the Audit Committee."Delinquent Section 16(a) Reports."




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Changes in Nominating Procedures

        There have been no material changes to the procedures by which security holders may recommend nominees to our Board that were implemented since we last disclosed such procedures.

ITEM 11.    EXECUTIVE COMPENSATION


COMPENSATION OF DIRECTORS


        Compensation of directors is determined        The information required by the Compensation Committee. The Compensation Committee has approved a compensation structure for non-employee directors consisting of a cash retainer, an annual equity award and, for Board members serving on a committee, an additional cash retainer. Directors who are our employees are not compensated for their services as directors.

Board and Committee Retainers

        For Fiscal 2019, annual cash compensation for non-employee directors was as follows:

Position		Annual Retainer
Chairman of the Board		$	65,000
Non-Employee Director (other than the Chairman)		$	35,000

        Additional retainers for each non-employee director who served on one or more Board committees in Fiscal 2019 were as follows:

Position		Annual Retainer
Audit Committee
Chair		$	12,000
Member		$	6,000
Compensation Committee
Chair		$	9,000
Member		$	4,500
Nominating and Corporate Governance Committee
Chair		$	4,000
Member		$	2,000
Finance and Strategy Committee
Chair		$	9,000
Member		$	4,500

        All directors are reimbursed for their out-of-pocket expenses incurred in attending meetings of our Board and its committees, but they do not receive separate meeting fees.

Annual Equity Compensation

        Non-employee directors are also eligible to receive periodic restricted stock units ("RSUs") under the Company's equity incentive plan then in effect. Each non-employee director shallItem 11 will be granted an annual RSU upon approval of the grant by the Compensation Committee as soon as reasonably practicable following the annual meeting of stockholders at which such director is re-elected. The annual RSU grant to directors shall be worth approximately $40,000 based on the closing price of the Company's common stock on the RSU grant date. Each RSU entitles the holder to receive shares of the Company's common stock upon vesting of those units. Each annual RSU generally vests in full upon the director's completion of one year of service measured from the date of the grant; however, it is expected that future annual RSU grants will vest in full on the annual stockholder meeting date to which the RSU relates. If a non-employee director joins the Board in between annual stockholder




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meetings, such director would receive an RSU for a pro rata portion of the annual grant, which typically vests in full one year following the grant date.

2019 Director Compensation Table

        The following table sets forth a summary of the compensation earned in Fiscal 2019 by each person who served as a non-employee director during that year:

Name		Fees Earned or Paid in Cash ($)(1)			Restricted Stock Units ($)(2)			Total ($)
Kevin C. Daly, Ph.D.		$	50,500			39,998			90,498
Scott E. Deeter			45,500			39,998			85,498
Gerard M. Mooney			42,250			39,998			82,248
Laura L. Siegal(3)			30,722			39,998			70,720
Thomas L. Thomas			78,500			39,998			118,498
Mikel H. Williams			49,000			39,998			88,998

---

(1)

Represents amounts earned by the directors based on the arrangement described above, which amounts have been prorated for directors who served on such committees for less than a full term.



(2)

The dollar amounts shown represent the grant date fair value of restricted stock unit awards granted in Fiscal 2019 determined in accordance with ASC 718. For each director, the number of units was determined by dividing $40,000 by $4.16, the closing sales price of the Company's common stock on the grant date. At the end of Fiscal 2019, the above-listed directors held options for the following number of shares of common stock: Kevin C. Daly—60,000; Gerard M. Mooney—40,000; and Mikel H. Williams—60,000. At the end of Fiscal 2019, the above listed directors held RSUs for the following number of shares of common stock: Kevin C. Daly—9,615; Scott E. Deeter—9,615; Laura L. Siegal—9,615; Gerard M. Mooney—9,615; Thomas L. Thomas—9,615; and Mikel H. Williams—9,615.



(3)

Ms. Siegal did not join the Board until May 2018, and accordingly, earned pro-rated Board fees in Fiscal 2019.

Director Stock Ownership Guidelines

        Pursuant to stock ownership guidelines adopted by the Board in February 2016 with a five-year phase-in period, members of the Board of Directors are required to own shares of Company common stock having a value equal to or greater than three times their annual cash board retainer, which is currently set at $35,000 per year. Unexercised stock options do not count toward fulfillment of this ownership requirement. Each director will have until the later of (i) February 2021 and (ii) five years from the time he or she is elected to the Board, to meet the stock ownership guidelines.

Compensation Committee Interlocks and Insider Participation

        None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee. No interlocking relationship exists between any member of the board of directors and any member of the compensation committee (or other committee performing equivalent functions) of any other company. Kevin C. Daly, Ph.D., a member of our Compensation Committee, previously served as our interim Chief Executive Officer from February 2015 to September 2015.




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EXECUTIVE COMPENSATION SUMMARY


        The following is a summary of the compensation policies, plans and arrangements for our executive officers. This summary should be read in conjunction with the Summary Compensation Table and related disclosure set forth below. We are eligible to, and have chosen to, comply with the executive compensation disclosure rules applicable to a "smaller reporting company," as definedeither included in the applicable SEC rules. This section discusses the principles underlyingForm 10-K Amendment or is incorporated by reference to our compensation policies for our executive officers who are named in the "Summary Compensation Table" below, who we refer to as our "named executive officers" or "NEOs" for Fiscal 2019 and who include the following executive officers:

•

Joe Bergera, our Chief Executive Officer, President and Director;



•

Andrew Schmidt, our Chief Financial Officer, Vice President of Finance and Secretary; and



•

James Chambers, our Senior Vice President and General Manager, Agriculture and Weather Analytics.

Compensation Philosophy and Objectives

        Our executive compensation plans and arrangements are overseen and administered by our Compensation Committee, which is comprised entirely of independent directors as determined in accordance with applicable NASDAQ and SEC rules. The Compensation Committee operates under a written charter adopted and reviewed annually by our Board. A copy of this charter is available on our website under our investor relations page on our website at www.Iteris.com2020 Proxy Statement under the heading "Corporate Governance." Our philosophy is to provide our named executive officers with compensation that will motivate"Executive Compensation and retain them, provide them with meaningful incentives to achieveOther Information" and exceed short-term and long-term corporate objectives set by our Compensation Committee, and align their long-term interests with those"Election of our shareholders. Based on this philosophy, the compensation programs for our named executive officers are designed to achieve the following primary objectives:Directors."

•

establish a compensation structure that is competitive enough to attract, retain and motivate outstanding executive talent;



•

ensure that any cash incentive compensation programs for our named executive officers are aligned with our corporate strategies and business objectives by tying the potential payouts under such programs to the achievement of key strategic, financial and operational goals; and



•

utilize long-term equity awards to align interests between our named executive officers and stockholders.

Impact of 2016 Say-on-Pay Vote

        The most recent stockholder advisory vote on executive officer compensation required under the federal securities laws was held on December 15, 2016. Approximately 81.5% of the total votes cast on such proposal (which excluded broker non-votes) were in favor of the compensation of the named executive officers, as that compensation was disclosed in the various compensation tables and narrative that appeared in the Company's proxy statement dated November 21, 2016. Based on that high level of stockholder approval, the Compensation Committee decided not to make any material changes to the Company's compensation philosophies, policies and practices for the Fiscal 2019 compensation of the named executive officers. Based on the voting preference of the Company's stockholders, advisory votes on executive officer compensation will be conducted every three years. Accordingly, the next advisory vote will be conducted at the 2019 Annual Meeting of Stockholders. The Compensation Committee will continue to take into account each such advisory vote in order to determine whether any subsequent changes to the Company's executive compensation programs and policies would be warranted to reflect any stockholder concerns reflected in those advisory votes.




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Annual Review of Cash and Equity Compensation

        We conduct an annual review of the aggregate level of our executive compensation, as well as the mix of elements used to compensate our executive officers to ensure that compensation is structured appropriately to achieve our objectives. We review each component of compensation as related but distinct. Although the Compensation Committee reviews total compensation, it has not adopted any formal guidelines for allocating total compensation between cash and equity compensation. We determine the appropriate level of each compensation component based in part, but not exclusively, on our retention goals and short-term and long-term objectives.

        This review generally occurs in the first quarter of each fiscal year at which time the Compensation Committee establishes executive officer base salaries for the following fiscal year, reviews and approves any bonus awards and programs, establishes the performance objectives for our cash based bonus plan, and may grant of equity compensation to the executive officers to ensure their interests are aligned with our stockholders and for retention. [In Fiscal 2019, the Compensation Committee engaged and retained the services of an independent compensation consulting firm, Frederic W. Cook & Co., Inc. ("FWC"), to assist in the review of its executive compensation with respect to our Chief Executive Officer and our Chief Financial Officer. This consultant provided the Compensation Committee with market data and analysis of our total direct compensation for such executive officer positions as compared with the competitive market. FWC reports only to the Compensation Committee and has not performed any other work for the Company since being retained as an independent consultant to the Compensation Committee. As provided in its charter, the Compensation Committee has the authority to determine the scope of FWC's services and may terminate their engagement at any time.]

        In setting executive compensation, the Compensation Committee takes into account a number of factors, including the nature and scope of the named executive officer's responsibilities, his or her individual performance level and contribution to the achievement of our corporate objectives, the experience level of the executive, the recommendations of our Chief Executive Officer for each individual's compensation package (other than his own) and the compensation trends in the industry.

        As part of the review process, our Chief Executive Officer provides our Compensation Committee with recommendations as to the base salary, cash bonus potential and long-term equity incentive award for each of our executive officers other than himself based on that officer's level of responsibility, individual performance and contribution to the attainment of our strategic corporate objectives and market data. Our Compensation Committee takes the Chief Executive Officer's recommendations into consideration in setting named executive officer compensation, but retains complete discretionary authority to make all compensation-related decisions for our named executive officers. Our Compensation Committee makes its compensation decisions with respect to the Chief Executive Officer on the basis of relevant market data furnished by a variety of sources and its subjective assessment of individual performance and contributions to our overall corporate performance. Any decisions regarding our Chief Executive Officer's compensation are made without such officer present.

Compensation Components and Structure

        We utilize three main components in structuring compensation programs for our named executive officers:

•

Base salary, which is the only fixed compensation element in the executive compensation program and is primarily used to recruit and retain executive talent and provide an element of economic security from year to year;



•

Performance-based cash bonuses that are primarily designed to reward achievement of financial and operational goals; and




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•

Equity incentive awards designed to ensure long-term retention of our executive talent and align their interests with those of our stockholders.

        We view each component of compensation as related but distinct. It is the practice of our Compensation Committee to allocate a substantial portion of each named executive officer's total compensation to performance and long-term incentive compensation as a result of the philosophy described above. While the Compensation Committee does establish specific performance criteria for its cash-based bonus plan each year, there is no formal pre-established policy for the allocation of compensation between cash and non-cash components or between short-term and long-term components, and there are no pre-established ratios between the compensation of our Chief Executive Officer and that of the other named executive officers. Instead, our Compensation Committee determines the compensation of each named executive officer annually based on its review of the market data, its subjective analysis of that individual's performance and contribution to our financial performance and the other factors identified in the "Annual Review of Cash and Equity Compensation" section above to determine the appropriate level and balance of total compensation. We believe that this approach allows us to tailor compensation for each named executive officer to attract, retain and motivate that executive officer within the parameters of our compensation philosophy.

        Base Salaries.    Base salaries are set at levels that are intended to recognize the experience, skills, knowledge and responsibilities required of all our named executive officers. Each named executive officer's base salary level is typically reviewed on an annual basis and adjustments may be made to the individual's base salary on the basis of his or her level of performance, the overall performance of the Company and the various compensation trends in our industry.

        In July 2018, the Compensation Committee reviewed the base salaries of the named executive officers and established the base salaries for Fiscal 2019 for such officers as is set forth below.

Named Executive Officer		Fiscal 2019 Annual Base Salary
Joe Bergera		$	416,000
Andrew Schmidt			362,500
James Chambers			283,750

        Fiscal 2019 Cash-Based Bonus Plan ("2019 Bonus Plan").    Our named executive officers are eligible to receive an annual cash-based bonus under our 2019 Bonus Plan. Each year, our Compensation Committee establishes the performance objectives to be attained and the target bonuses payable based on the level of attainment of the specified goals, which generally include the Company's revenues and operating income for the fiscal year, the revenues and contribution margin of such officer's business unit, and personal objectives set for each officer ("MBOs"). We define "contribution margin" as the business unit's operating income without corporate expense allocations. Corporate operating income and the operating income of each business unit is calculated on a non-GAAP basis to exclude amortization, depreciation, stock-based compensation, goodwill impairment charge, if any, and such other non-cash items that the Compensation Committee, in its sole discretion, believes are not directly indicative of the performance of the Company and the business units.




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        The corporate and business unit performance targets and the actual achievement of such objectives for Fiscal 2019 were as follows (dollars in thousands):

Performance Components		No Bonuses At or Below			Target			Maximum			Actual			% Attained
Corporate Revenue		$	85,899		$	107,374		$	123,881		$	99,123			92.3	%
Corporate Operating Income			(200	)		—			(201	)		(3,575	)		(100	)
Roadway Sensors Revenue			41,235			51,544			61,853			43,492			84.4
Roadway Sensors Contribution Margin			8,774			10,968			13,162			7,157			65.3
Transportation Systems Revenue			43,585			54,481			65,377			49,815			91.4
Transportation Systems Contribution Margin			6,390			7,987			9,584			5,907			74.0
Agriculture and Weather Analytics Revenue			4,736			5,920			7,104			5,816			98.2
Agriculture and Weather Analytics Contribution Margin			(8,008	)		(6,673	)		(5,338	)		(5,024	)		132.8

        If our performance for Fiscal 2019 exceeded the Company and business unit performance targets set for bonus purposes, the NEOs could have earned an additional bonus of up to 50% of the target bonus award that was not based upon achieving individual objectives. The full 50% additional bonus would have been earned by the NEOs if the Company had achieved the performance goals set forth under the "Maximum" column above. If the Company had achieved performance that was less than the goals set forth under the "Maximum" column but more than the amounts set forth under the "Target" column, the additional bonus payable would have been proportional, or based on the level of the Maximum goal achieved when measured from the Target amount. For example, if the performance had exceeded the Target goal by 25% of the difference between the Maximum and Target amounts, then 25% of the 50% additional bonus relating to such performance goal would have been payable.

        The Compensation Committee typically meets during near the end of the first fiscal quarter of each year to evaluate each NEO's achievement of their respective MBOs and annual bonuses are typically paid out as soon as practicable thereafter.

        The performance objectives, target bonus and actual bonus for each of our named executive officers for Fiscal 2019 were as follows:

Named Executive Officer		Performance Objectives Allocation (%)			2019 Target Bonus ($)			2019 Actual Bonus ($)			% of Target Awarded (%)
Joe Bergera					$	312,000		$	137,280			44	%
Corporate Revenue			40
Corporate Operating Income			40
MBOs			20
Andrew Schmidt						163,125			71,775			44
Corporate Revenue			40
Corporate Operating Income			40
MBOs			20
James Chambers						156,063			131,890			85
Agriculture and Weather Analytics Revenue			30
Agriculture and Weather Analytics Contribution Margin			20
Corporate Revenue			15
Corporate Operating Income			15
MBOs			20




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        See "Fiscal 2019 Grant of Plan-Based Awards" below for additional information on Fiscal 2019 cash bonuses.

        Equity Compensation.    Our equity award program is the primary vehicle for offering long-term incentives to our named executive officers and providing an inducement for long-term retention. Our equity component also aligns the interests of our named executive officers with those of our stockholders and focuses their attention on the creation of stockholder value in the form of stock price appreciation. The Compensation Committee uses both stock options and restricted stock units as part of the Company's long-term incentive program for named executive officers, and the relative allocation of such instruments may vary from time to time. The Company believes that there are several advantages of using restricted stock units including ongoing concerns over the dilutive effect of option grants on the Company's outstanding shares, the Company's desire to have a more direct correlation between the compensation expense it must record for financial accounting purposes and the actual value delivered to executive officers, and the fact that the incentive and retention value of a restricted stock unit award is less affected by market volatility than stock options. We believe that the equity-based compensation provides our named executive officers with a direct interest in our long-term performance and creates an ownership culture that establishes a mutuality of interests between our named executive officers and our stockholders.

        Typically, the Compensation Committee provides grant guidelines to our Chief Executive Officer, who in turn will make recommendations back to the Compensation Committee regarding the number of options to be granted to our executive officers. See "Fiscal 2019 Grant of Plan-Based Awards" below for the Fiscal 2019 awards.

Summary Compensation Table

        The following table shows information regarding the compensation earned for the fiscal years ended March 31, 2019, 2018 and 2017 by (i) our Chief Executive Officer, and (ii) our two other most highly compensated executive officers (other than our Chief Executive Officer) who were serving as executive officers as of March 31, 2019. The officers listed below are collectively referred to as the "named executive officers" or "NEOs" in this proxy statement:

Name and Principal Position		Fiscal Year			Salary			Bonus			Stock Awards(1)			Non-Equity Incentive Plan Compensation(2)			All Other Compensation(3)			Total
Joe Bergera			2019		$	412,894		$	—		$	421,425		$	137,280		$	17,118		$	988,716
Chief Executive Officer			2018			396,648			—			649,328			180,000			8,848			1,234,825
and President			2017			399,816			—			328,362			354,000	(4)		3,594			1,085,772
Andrew Schmidt			2019			358,670			—			159,205			71,775			12,792			602,442
Chief Financial Officer,			2018			346,138			15,000	(4)		259,731			94,035			8,683			723,587
Vice President of Finance			2017			346,790			—			164,181			161,970			8,118			681,059
and Secretary
James Chambers			2019			282,399			—			188,085			131,890			10,385			612,759
Senior Vice President			2018			195,322	(5)		—			322,425			65,541			5,616			589,004
and General Manager, Agriculture and Weather Analytics

---

(1)

The dollar amounts shown represent the grant date fair value of stock options granted during the applicable fiscal year determined pursuant to the Black-Scholes-Merton option pricing formula. For a discussion of valuation assumptions used in the calculations, see Note 8 of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report. See also our discussion of stock-based compensation under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates" in Part II, Item 7 of this report. The options have an exercise price equal




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to the closing sales price of our common stock as of the grant date and vest in equal annual installments over four years and are not exercisable until vested.

(2)

The amounts shown in this column constitute the cash bonuses paid to each named executive officer based on the attainment of certain pre-established management's objectives. These awards are discussed in further detail under "Fiscal 2019 Cash-Based Bonus Plan" below.



(3)

Except as otherwise noted, represents 401(k) plan employer contributions paid by us.



(4)

Represents a discretionary cash bonus.



(5)

Mr. Chambers was hired in August 2017 at an annual salary of $275,000. The Fiscal 2018 salary represents the amount earned by Mr. Chambers from his hire date through the end Fiscal 2018.

Fiscal 2019 Grant of Plan-Based Awards

        The table below sets forth information with respect to awards granted to the named executive officers under our annual non-equity incentive compensation plan and our 2016 Omnibus Incentive Plan in Fiscal 2019, which constitute all of the plan-based awards granted to our named executive officers in Fiscal 2019.

					Estimated Possible Payouts Under Non-Equity Incentive Plan Awards									Number of Securities Underlying Options or Stock Units (#)
																				Grant Date Fair Value of Awards ($)(2)
Name		Grant Date			Threshold ($)			Target ($)(1)			Maximum ($)(1)						Awards ($/share)
Joe Bergera			12/10/2018		$	—		$	312,000		$	468,000			225,000		$	4.16		$	421,405
Andrew Schmidt			12/10/2018			—			163,125			244,688			85,000			4.16			159,197
James Chambers			12/10/2018			—			156,063			234,095			70,000			4.16			131,104
			6/11/2018												25,000			4.85			56,987

---

(1)

Reflects the amount payable upon achievement of the management objectives described under the heading "Fiscal 2019 Cash-Based Bonus Plan" above.



(2)

The dollar amounts shown represent the grant date fair value of stock options granted during the applicable fiscal year determined pursuant to the Black-Scholes-Merton option pricing formula. For a discussion of valuation assumptions used in the calculations, see Note 8 of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report. See also our discussion of stock-based compensation under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates" in Part II, Item 7 of this report.




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Outstanding Equity Awards at 2019 Fiscal Year End

        The following table sets forth the outstanding equity awards held by each named executive officer as of March 31, 2019. None of the NEOs held outstanding RSUs at the end of Fiscal 2019.

		Option Awards(1)
Name		Number of Securities Underlying Outstanding Options (#) Exercisable			Number of Securities Underlying Outstanding Options (#) Unexercisable			Option Exercise Price ($)			Option Grant Date			Option Expiration Date
Joe Bergera			1,012,500			337,500		$	2.38			09/23/15			09/22/25
Chief Executive Officer, President and			75,000			75,000			4.91			03/03/17			03/02/27
Director			62,500			187,500			5.52			02/16/18			02/15/28
			—			225,000			4.16			12/10/18			12/09/28
Andrew Schmidt			100,000			—			1.79			03/16/15			03/15/25
Chief Financial Officer, Vice President of			56,250			18,750			2.37			11/02/15			11/01/25
Finance and Secretary			37,500			37,500			4.91			03/03/17			03/02/27
			25,000			75,000			5.52			02/16/18			02/15/28
			—			85,000			4.16			12/10/18			12/09/28
James Chambers			25,000			75,000			5.90			08/17/17			08/16/27
Senior Vice President and General			6,250			25,000			5.52			02/16/18			02/15/28
Manager, Agriculture and Weather			—			25,000			4.85			06/11/18			06/10/28
Analytics			—			70,000			4.16			12/10/18			12/09/28

---

(1)

All options vest in four equal annual installments following the date of grant. The vesting of equity awards held by the named executive officers is subject to each officers continued service with the Company, and is subject to acceleration under certain circumstances as discussed under the heading "Employment Agreements; Termination of Employment and Change in Control Arrangements" below.

Fiscal 2019 Option Exercises and Stock Vesting Table

        No options were exercised by the NEOs and no stock awards issued with a vesting period vested during Fiscal 2019.

Employment Contracts; Termination of Employment and Change of Control Arrangements

        We do not currently have any employment contracts or change in control arrangements in effect with any of our named executive officers other than the agreements described below. We provide incentives such as salary, benefits, option grants and RSUs to attract and retain executive officers and other key associates. The plan administrator of the 2007 Omnibus Incentive Plan and 2016 Omnibus Incentive Plan has the discretion to determine whether outstanding equity awards held by our NEOs are to vest upon a qualifying termination of employment following certain changes in control of the Company, or upon such change in control, but we do not provide for any automatic "single trigger" acceleration of equity awards upon a change in control (other than the option grant received by Dr. Daly in connection with his service as a non-employee director). Other than as noted in this section, there is no agreement or policy which would automatically entitle any named executive officer to severance payments or any other compensation as a result of such officer's termination.




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Joe Bergera

        In connection with his hiring, we entered into an employment agreement with Joe Bergera, our Chief Executive Officer, dated September 8, 2015, pursuant to which Mr. Bergera will receive an annual base salary of $385,000, which may be increased from time to time at the discretion of the Compensation Committee. Mr. Bergera will also be eligible to participate in our executive bonus plan as then in effect and his potential bonus for each year will be established annually by the Board or a committee of the Board, provided that the bonus potential for Fiscal 2016 was $300,000, of which $150,000 was a signing bonus payable on January 31, 2016 provided that Mr. Bergera was employed by the Company as of such date. The agreement is for an initial term of three years and will renew for successive one year periods until September 2025 unless either we or Mr. Bergera provide written notice of non-renewal at least 30 days prior to the end of the initial term or renewal term, as applicable.

        Pursuant to the agreement, Mr. Bergera also received an option grant under our 2007 Omnibus Incentive Plan to purchase up to 1,350,000 shares of our common stock (the "Option"). The Option vests in equal annual installments over four years and has an exercise price equal to the closing sales price of our common stock on the date of grant of the Option.

        If during the initial term of the agreement or any renewal term, Mr. Bergera's employment with the Company is terminated without Cause (as such term is defined in the agreement), Mr. Bergera will be entitled to receive (i) salary continuation payments for 12 months following his termination, (ii) a lump sum payment equal to the pro-rated portion of his target bonus established by the Compensation Committee for the fiscal year in which his employment is terminated and (iii) reimbursement for the cost of COBRA coverage for a period of up to 12 months following the termination. If Mr. Bergera is terminated without Cause or resigns for Good Reason within 12 months following a Change in Control (as such terms are defined in the agreement) (such termination or resignation, a "CIC Termination"), Mr. Bergera will be entitled to receive (i) a lump sum payment equal to 125% of his base salary as then in effect, (ii) a lump sum payment equal to the pro-rated portion of his target bonus established by the Compensation Committee for the fiscal year in which the CIC Termination occurs, (iii) reimbursement for the cost of COBRA coverage for a period of up to 12 months following the CIC Termination, and (iv) acceleration of the vesting of the Option. In addition, upon termination of his employment due to death, Mr. Bergera's estate or beneficiaries will be entitled to receive salary continuation payments in the aggregate equal to 50% of his then current base salary.

Andrew Schmidt

        We entered into an employment agreement dated March 9, 2015 with Andrew Schmidt, our Chief Financial Officer, in connection with his hiring. Pursuant to the agreement, Mr. Schmidt will receive an annual base salary of $325,000, which may be increased from time to time at the discretion of the Board or the Compensation Committee. He will also be eligible to participate in our executive bonus plan as then in effect and his potential bonus for each year will be established annually by the Board or the Compensation Committee, provided that the bonus potential for Fiscal 2016 was to be $125,000. The agreement will have an initial term of two years and will renew for successive one year periods until March 2025 unless either the Company or Mr. Schmidt provides written notice of non-renewal at least 30 days prior to the end of the initial term or renewal term, as applicable. The agreement was amended on June 12, 2017 and provides that if Mr. Schmidt's employment with the Company is terminated without Cause or in connection with a Change of Control (as such terms are defined in the agreement), Mr. Schmidt will be entitled to salary continuation payments for twelve months following his termination of his annual base salary as then in effect. In addition, Mr. Schmidt will be entitled to receive reimbursement for the cost of COBRA coverage for a period of up to twelve months following such termination.




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James Chambers

        We entered into a retention incentive agreement and retention bonus agreement, both effective June 4, 2019, with James Chambers, our Senior Vice President and General Manager, Agriculture and Weather Analytics. Pursuant to the retention bonus agreement, Mr. Chambers will receive a one-time cash award of $426,000 on June 4, 2021, if Mr. Chambers is still employed by us. The payment of the cash bonus will accelerate if Mr. Chambers' employment is terminated without cause or by Mr. Chambers for good reason, as those terms are defined in the retention bonus agreement. In addition, pursuant to the retention incentive agreement, if we achieve certain strategic business goals while he remains employed by us, Mr. Chambers will receive a cash award equal to 0.9 times his base salary or 1.5 times his base salary.

Iteris, Inc. Amended and Restated Executive Severance Plan

        The Iteris, Inc. Executive Severance Plan (the "Severance Plan") was adopted on February 5, 2018 and amended and restated effective on June 4, 2019 (the "Severance Plan"). Each individual employed by the Company or its subsidiary, who is an officer subject to Section 16 of the Securities Exchange Act of 1934, as amended, and who is not otherwise covered by an employment agreement that includes severance terms, is eligible to receive severance payments under the Severance Plan upon certain qualifying terminations of employment (the "Eligible Employees"). Eligible Employees for the purposes of the Severance Plan is limited to a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended.

        The Severance Plan provides Eligible Employees with severance payments in the event that an Eligible Employee's employment with the Company or its subsidiaries is terminated either (a) by the Company without Cause not in connection with a Change of Control ("Non-CIC Qualifying Termination") or (b) if in connection with or within 12 months following a Change of Control, which, for Eligible Employees employed by that business, includes a divestiture of a material business, by the Eligible Employee for Good Reason (as such terms are defined in the Severance Plan) or by the Company without Cause (a "CIC Qualifying Termination").

        Non-CIC Qualifying Termination.    Upon a Non-CIC Qualifying Termination, an Eligible Employee will be eligible to receive the following:

•

A cash payment equal to the Eligible Employee's annual base salary, payable in substantially equal installment payments over the one-year period following termination, in accordance with the Company's normal payroll practices; and



•

Reimbursement for the Eligible Employee's monthly COBRA premiums for the 12-month period following termination or until the Eligible Employee receives substantially similar medical coverage from another employer.

        CIC Qualifying Termination.    Upon a CIC Qualifying Termination, an Eligible Employee will be eligible to receive the following:

•

A cash payment equal to the Eligible Employee's annual base salary, payable in a lump sum on the next payroll date after the 61st day following termination; and



•

Reimbursement for the Eligible Employee's monthly COBRA premiums for the 12-month period following, or until the Eligible Employee receives substantially similar medical coverage from another employer.

        The severance payments are subject to the Eligible Employee's execution of a severance agreement within 60 days following termination that includes a release of claims and certain non-solicitation, confidentiality, and non-disparagement restrictions.




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        The Company may amend or terminate the Severance Plan at any time by providing at least 90 days' advance written notice to each participant, provided that no such amendment or termination that has the effect of reducing or diminishing the right of any participant will be effective unless one year's advance written notice is provided to participants, and such amendment or termination will not be effective if a Change of Control occurs during the one-year notice period.

Indemnification of Directors and Officers

        Under Section 145 of the Delaware General Corporation Law, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act. Our certificate of incorporation and bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by law, and our bylaws require us to advance litigation expenses upon receipt of an undertaking by the director or officer. If it is ultimately determined that the director or officer is not entitled to indemnification, the director or officer is required to repay such advances. The bylaws further provide that rights conferred under such bylaws do not exclude any other right such persons may have or acquire under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

        Our certificate of incorporation provides that, pursuant to Delaware law, our directors shall not be liable for monetary damages for breach of the directors' fiduciary duty of care to us and our stockholders. This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

        We have entered into agreements to indemnify certain of our directors and officers in addition to the indemnification provided for in the certificate of incorporation and bylaws. These agreements, among other things, indemnify such directors and officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by such person in any action or proceeding, including any action by or in the right of the Company, on account of services as a director or officer of Iteris, or as a director or officer of any other company or enterprise to which the person provides services at our request.

Compensation Committee Report

        The Compensation Committee has reviewed and discussed with management the discussion and analysis of the compensation of our named executive officers as disclosed in this Annual Report under the heading "Compensation Discussion and Analysis." Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the fiscal year ended March 31, 2019.

		Kevin Daly, Ph.D. Scott E. Deeter Thomas L. Thomas (Chairman)




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Compensation Risk Assessment

        The Compensation Committee has evaluated our compensation programs and policies as generally applicable to our employees to ascertain any potential material risks that may be created by the compensation programs. The Compensation Committee concluded that our compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse impact on our business or our financial condition. The following compensation design features help minimize the incentives for excessive risk-taking:

•

Our base pay programs consist of generally competitive salary rates that represent a reasonable portion of total compensation and provide a reliable level of income on a regular basis, which decreases incentive on the part of our executives to take unnecessary or imprudent risks;



•

A portion of each executive's incentive compensation opportunity is tied to long-term incentive compensation that emphasizes sustained performance over time. This reduces any incentive to take risks that might increase short-term compensation at the expense of longer term results; and



•

Annual equity awards have multi-year vesting which aligns the long-term interests of our executives with those of our stockholders and, again, discourages the taking of short-term risk at the expense of long-term performance.



•

Each officer has multiple performance objectives, some of which relate to the Company as a whole, which is more difficult for an officer to manipulate.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


Principal Stockholders        The information required by Item 12 will be either included in the Form 10-K Amendment or is incorporated by reference to our 2020 Proxy Statement under the heading "Equity Compensation Plan Information" and Common Stock"Stock Ownership of Certain Beneficial Owners and ManagementManagement."

        The following table sets forth, as of May 31, 2019, the number and percentage ownership of our common stock by (i) all persons known to us to beneficially own more than 5% of the outstanding common stock, (ii) each of the named executive officers, (iii) each of our directors, and (iv) all of our executive officers and directors as a group. To our knowledge, except as otherwise indicated, each of




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the persons named in this table has sole voting and investment power with respect to the common stock shown as beneficially owned, subject to community property and similar laws, where applicable.

		Common Stock
Name and Address of Beneficial Owner(1)		Amount and Nature of Beneficial Ownership(2)			Percent of Class(2)
BlackRock, Inc.(3)			1,956,032			5.9	%
Joe Bergera(4)			1,150,000			3.3
Andrew Schmidt(5)			218,750			*
James Chambers(6)			31,250			*
Todd Kreter(7)			146,111			*
Ramin Massoumi(8)			125,425			*
Joseph Boissy(9)			56,250			*
Kevin C. Daly, Ph.D.(10)			497,166			1.5
Scott E. Deeter			12,394			*
Gerard M. Mooney(11)			53,934			*
Laura L. Siegal			4,180			*
Thomas L. Thomas(12)			137,934			*
Mikel H. Williams(13)			83,934			*
All executive officers and directors as a group (12 persons)(13)			2,517,328			7.2

---

*

Less than 1%.



(1)

The address of each of the directors and officers is 1700 Carnegie Avenue, Suite 100, Santa Ana, CA 92705.



(2)

Based on 33,388,696 shares of common stock outstanding as of May 31, 2019. Shares of common stock subject to options or warrants which are exercisable within 60 days of May 31, 2019 are deemed to be beneficially owned by the person holding such options or warrants for the purpose of computing the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentage of any other person. Other than as described in the preceding sentence, shares issuable upon exercise of outstanding options and warrants are not deemed to be outstanding for purposes of this calculation. In addition to the shares held in the individual's name, the number of shares indicated also includes shares held for the benefit of the named person under our 401(k) plan.



(3)

Pursuant to a Schedule 13G filed on February 4, 2019 with the SEC, BlackRock, Inc. reported that through the following subsidiaries, it has sole dispositive and voting power with respect to 1,956,032 shares: BlackRock Advisors, LLC, BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Financial Management, Inc. and BlackRock Investment Management, LLC. The address for BlackRock Inc. is 55 East 52nd Street, New York, NY 10005.



(4)

Consists of 1,150,500 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 31, 2019.



(5)

Consists of 218,750 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 31, 2019.



(6)

Consists of 31,250 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 31, 2019.




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(7)

Consists of (i) 33,303 shares held directly, (ii) 308 shares held by Mr. Kreter's IRA and (iii) 112,500 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 31, 2019.



(8)

Consists of (i) 31,624 shares held by the Massoumi Family Trust; (ii) 2,551 shares held by Mr. Massoumi's IRA and (iii) 91,250 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 31, 2019.



(9)

Consists of 56,250 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 31, 2019.



(10)

Consists of (i) 420,165 shares held by the Daly Family Trust, of which Dr. Daly is a trustee, (ii) 10,788 shares held directly by Dr. Daly, (iii) 6,113 shares held by Dr. Daly's IRA, (iv) 100 shares held by Dr. Daly's spouse; and (v) 60,000 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 31, 2019.



(11)

Consists of (i) 13,934 shares held directly by Mr. Mooney and (ii) 40,000 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 31, 2019.



(12)

Consists of (i) 20,788 shares held directly by Mr. Thomas and (ii) 117,146 shares held by Mr. Thomas's Trust.



(13)

Consists of (i) 10,000 shares held by Mr. Williams' IRA; (ii) 8,146 shares held by Mr. Williams' family trust, (iii) 5,788 shares held directly by Mr. Williams and (iv) 60,000 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 31, 2019.



(13)

Includes 1,820,000 shares issuable upon exercise of options held by the executive officers and directors as a group that are currently exercisable or will become exercisable within 60 days after May 31, 2019.




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Equity Compensation Plans

        The following table provides information as of March 31, 2019 with respect to shares of our common stock that may be issued under existing equity compensation plans.

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options			Weighted Average Exercise Price of Outstanding Options			Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding some securities reflected in first column)
Equity Compensation Plans Approved by Security Holders
2007 Omnibus Incentive Plan			2,268,750	(1)	$	2.22	(2)		—
2016 Omnibus Incentive Plan			2,877,842	(3)	$	4.90	(4)		2,761,082
Equity Compensation Plans Not Approved by Security Holders
None
Total			5,146,592(1	)(3)	$	3.70	(5)		2,761,082

---

(1)

Includes 7,500 shares of our common stock subject to RSUs that entitle each holder to one share of common stock for each such unit that vests over the holder's period of continued service.



(2)

Calculated without taking into account the 7,500 shares of common stock subject to outstanding RSUs that become issuable as those units vest, without the payment of any additional consideration or exercise price.



(3)

Includes 104,342 shares of our common stock subject to RSUs that entitle each holder to one share of common stock for each such unit that vests over the holder's period of continued service.



(4)

Calculated without taking into account the 104,342 shares of common stock subject to outstanding RSUs that become issuable as those units vest, without the payment of any additional consideration or exercise price.



(5)

Calculated without taking into account the 111,842 shares of common stock subject to outstanding RSUs that become issuable as those units vest, without the payment of any additional consideration or exercise price.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


Certain Transactions

        Since April 1, 2015, other than the agreements and transactions described in "Item 11. Executive Compensation" and the transactions described below, there has not been, nor is there any proposed transaction, where we (or any of our subsidiaries) were or        The information required by Item 13 will be a partyeither included in which the amount involved exceededForm 10-K Amendment or will exceedis incorporated by reference to our 2020 Proxy Statement under the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two fiscal yearsheading "Corporate Governance, Board Meetings and in which any director, director nominee, executive officer, holder of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

        We previously subleased office space to Maxxess Systems, Inc. ("Maxxess"), one of our former subsidiaries that we sold in September 2003. The sublease terminated in September 2007, at which time Maxxess owed us an aggregate of $274,000. Maxxess executed a promissory note for such amount,




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which was subsequently amendedCommittees" and restated on July 23, 2013 and on August 11, 2016. The amended and restated note bears interest at a rate of 6% per annum, compounded annually, with accrued interest payable annually on the first business day of each calendar year. When authorized by the Company, Maxxess may pay down the balance of this note by providing consulting services to Iteris. We have previously fully reserved for amounts owed to us by Maxxess and the outstanding principal balance remains fully reserved. As of March 31, 2019, approximately $146,000 of the original principal balance was outstanding and payable to Iteris. Maxxess is currently owned by an investor group that includes, among others, one former Iteris director, who has not been a director of Iteris since September 2013, and one existing director of Iteris, who currently owns less than 2% of Maxxess' capital stock."Additional Matters—Certain Transactions."

Director Independence

        The Board of Directors has determined that Ms. Siegal and each of Messrs. Daly, Deeter, Mooney, Thomas and Williams satisfies the requirements for "independence" using the standards established by Nasdaq, except that Dr. Daly did not qualify as an independent director while he was serving as our interim Chief Executive Officer from February 2015 to September 2015.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES


Principal Accountant Fees

        Deloitte & Touche LLP ("Deloitte") has been our principal independent accounting firm since October 2015.        The table below reflects the aggregate fees billedinformation required by Deloitte in Fiscal 2019 and Fiscal 2018 for the following services:

		Year Ended March 31,
Fee Category		2019			2018
Audit fees		$	914,000		$	916,000
Audit related fees			30,000			190,000
Tax fees			—			—
All other fees			—			—
​	​	​	​	​	​	​	​
Total fees		$	944,000		$	1,106,000
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

        Audit Fees.    Audit fees consist of fees billed for professional services rendered in connection with the audit of our annual consolidated financial statements for the applicable fiscal year and review of our consolidated financial statementsItem 14 will be either included in our quarterly reports on Form 10-Q,the Form 10-K and other regulatory filings for such fiscal year.

        AuditAmendment or is incorporated by reference to our 2020 Proxy Statement under the heading "Matters Related Fees.    Audit related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reporting under "Audit Fees.Independent Registered Public Accounting Firm." Audit related fees for Fiscal 2019 were related to the adoption of ASC 842. Audit related fees billed for Fiscal 2018 were related to the review our registration statements on Form S-3 and Form S-8 as well as fees related to the adoption of ASC 606.

        Tax Fees.    Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. There were no tax fees billed by Deloitte for Fiscal 2019 or Fiscal 2018.

        All Other Fees.    There were no fees were billed by Deloitte in Fiscal 2019 or Fiscal 2018 for any other services.




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Audit Committee Pre-Approval Policies and Procedures

        All engagements for services by Deloitte or other independent registered public accountants are subject to prior approval by the Audit Committee; however, de minimis, non-audit services may instead be approved in accordance with applicable SEC rules. The prior approval of the Audit Committee was obtained for all services provided by Deloitte for Fiscal 2019 and Fiscal 2018.

        The Audit Committee reviewed and discussed the services, in addition to the auditor services, rendered by Deloitte during Fiscal 2019, as well as the fees paid for such services, and has determined that the provision of such other services by Deloitte, and the fees paid for such services, were compatible with maintaining Deloitte's independence.




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PART IV


ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES


(a)

Documents filed as part of this report:



1.

Financial Statements.

        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
	3.12.1	†	Stock Purchase Agreement, dated June 10, 2019, by and among Iteris, Inc., Albeck Gerken, Inc. and its shareholders.		Exhibit 2.1 to the registrant's Current Report on Form 8-K as filed with the SEC on June 14, 2019
	2.2	†	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
	3.1		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 SEC on October 15, 2018
	3.2		Restated Bylaws of the registrant, as amended through August 6, 2018		Exhibit 3.1 to the registrant's Quarterly Report on Form 10-Q as filed with the SEC on August 7, 2018
	4.1		Description of Iteris, Inc. Securities Registered under Section 12 of the Exchange Act		Filed herewith
	4.2		Specimen of common stock certificate		Exhibit 4.1 to registrant's Registration Statement on Form 8-A as filed with the SEC on December 8, 2004
	10.1		Form of Indemnity Agreement entered into by the registrant and certain of its officers and directors		Exhibit 19.4 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1988
	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




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	10.3
Exhibit Number			Description		Reference
	10.2		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			Description		Reference
	10.5		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.		Filed herewith
	10.6		Third Amendment to Lease, dated December 15, 2016, by and between Realty Associates Fund X, L.P. and Iteris, Inc.		Filed herewith
	10.7	*	Iteris, Inc. Employee Stock Purchase Plan		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
	10.8	*	2007 Omnibus Incentive Plan		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
	10.9	*	Forms of Stock Option Agreements under the 2007 Omnibus Incentive Plan		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
	10.10	*	Form of Restricted Stock Unit Award Agreement under the 2007 Omnibus Incentive Plan		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
	10.11	*	Amended and Restated 2016 Omnibus Incentive Plan		Exhibit 99.1 to registrant's Registration Statement on Form S-8 (File No. 333-228210) as filed with the SEC on November 6, 2018.
	10.12	*	Form of Restricted Stock Unit Issuance Agreement for use with 2016 Omnibus Incentive Plan		Exhibit 99.2 to the registrant's Registration Statement on Form S-8 (File No.333-216407) as filed with the SEC on March 2, 2017
	10.13	*	Form of Form of Notice of Grant of Stock Option and form of Stock Option Agreement for use with 2016 Omnibus Incentive Plan		Exhibit 99.3 to the registrant's Registration Statement on Form S-8 (File No.333-216407) as filed with the SEC on March 2, 2017
	10.14		Amended and Restated Promissory Note, effective July 23, 2013, by and between Maxxess Systems, Inc. in favor of Iteris, Inc.		Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 as filed with the SEC on August 1, 2013
	10.15		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.
	10.1610.4		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.		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
	10.5		Third Amendment to Lease, dated December 15, 2016, by and between Realty Associates Fund X, L.P. and Iteris,  Inc.		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
	10.6	*	Employment Agreement dated March 9, 2015 between Iteris, Inc. Employee Stock Purchase Plan		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
	10.7	*	2007 Omnibus Incentive Plan		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
	10.8	*	Forms of Stock Option Agreements under the 2007 Omnibus Incentive Plan		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
	10.9	*	Form of Restricted Stock Unit Award Agreement under the 2007 Omnibus Incentive Plan		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
	10.10	*	Amended and Andrew SchmidtRestated 2016 Omnibus Incentive Plan		Exhibit 99.1 to registrant's Registration Statement on Form S-8 (File No. 333-228210) as filed with the SEC on November 6, 2018.
	10.11	*	Form of Restricted Stock Unit Issuance Agreement for use with 2016 Omnibus Incentive Plan		Exhibit 99.2 to the registrant's Registration Statement on Form S-8 (File No.333-216407) as filed with the SEC on March 2, 2017
	10.12	*	Form of Form of Notice of Grant of Stock Option and form of Stock Option Agreement for use with 2016 Omnibus Incentive Plan		Exhibit 99.3 to the registrant's Registration Statement on Form S-8 (File No.333-216407) as filed with the SEC on March 2, 2017
	10.13		Amended and Restated Promissory Note, effective July 23, 2013, by and between Maxxess Systems, Inc. in favor of Iteris, Inc.		Exhibit 10.1 to the registrant's CurrentQuarterly Report on Form 8-K10-Q for the quarter ended June 30, 2013 as filed with the SEC on March 15, 2015August 1, 2013




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Exhibit Number			Description		Reference
	10.1710.14	*	First Amendment 1 to Employment AgreementLease, dated June 12, 2017February 21, 2014, by and between RREF II Freeway Acquisitions, LLC and Iteris,  Inc. and Andrew Schmidt		Exhibit 10.3310.29 to the registrant's Annual Report on Form 10-K for the year ended March 31, 20162014 as filed with the SEC on June 13, 2017.September 4, 2014.
	10.1810.15	*	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
	10.1910.16		SeparationEmployment Agreement, and General Release dated March 29, 2018November 15, 2019, between Iteris, Inc. and Thomas N. BlairDouglas Groves		Exhibit 99.1 to Amendment No. 110.1 to the registrant's Current Report on Form 8-K as filed with the SEC on April 5, 2018December 4, 2019
	10.2010.17	*	Iteris, Inc. Amended and Restated Executive Severance Plan		Filed herewithExhibit 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
	10.2110.18	*	Retention Bonus Agreement dated June 4, 2019 between Iteris, Inc. and James Chambers		Filed herewith.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
	10.2210.19	*	Incentive Bonus Agreement dated June 4, 2019 between Iteris, Inc. and James Chambers		Filed herewith.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
	10.20		Form of Retention Bonus Agreement entered into between the Company and selling shareholders of Albeck Gerken,  Inc.		Exhibit 10.1 to registrant's Current Report on Form 8-K as filed with the SEC on July 9, 2019
	10.21		Severance and Release Agreement, effective date December 12, 2019, between Iteris, Inc. and Andrew Schmidt		Exhibit 10.1 to Amendment No. 1 to the registrant's Current Report on Form 8-K as filed with the SEC on December 27, 2019
	23		Consent of Independent Registered Public Accounting Firm, dated June 6, 20199, 2020		Filed herewith
	24		Power of Attorney		Filed herewith (included on the Signature page)
	31.1		Certification of the Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
	31.2		Certification of the Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith
	32.1		Certification of the Chief Executive Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed herewith
	32.2		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		Filed herewith




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	101.SCH
Exhibit Number			Description		Reference
	101.SCH		XBRL Taxonomy Extension Schema Document		Filed herewith
	101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document		Filed herewith
	101.LAB		XBRL Taxonomy Extension Label Linkbase Document		Filed herewith




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	101.PRE
Exhibit Number			Description		Reference
	101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document		Filed herewith
	101.DEF		XBRL Taxonomy Definition Presentation Linkbase Document		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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SIGNATURES


        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.

Dated: June 6, 20199, 2020		ITERIS, INC. (Registrant)
		By		/s/ JOE BERGERA Joe Bergera Chief Executive Officer (Principal Executive Officer)


POWER OF ATTORNEY


        We, the undersigned officers and directors of Iteris, Inc., do hereby constitute and appoint Joe Bergera and Andrew C. Schmidt,Douglas Groves, and each of them, our true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, 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		Title		Date
/s/ JOE BERGERA Joe Bergera		Director, President and Chief Executive Officer (principal executive officer)		June 6, 20199, 2020
/s/ ANDREW C. SCHMIDTDOUGLAS GROVES Andrew C. SchmidtDouglas Groves		Chief Financial Officer (principal financial and accounting officer)		June 6, 20199, 2020
/s/ THOMAS L. THOMAS Thomas L. Thomas		Chairman of the Board		June 6, 20199, 2020
/s/ LAURA L. SIEGAL Laura L. Siegal		Director		June 6, 20199, 2020




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Signature		Title		Date
/s/ KEVIN C. DALY, PH.DDENNIS W. ZANK Kevin C. Daly, Ph.DDennis W. Zank		Director		June 6, 20199, 2020
/s/ GERARD M. MOONEY Gerard M. Mooney		Director		June 6, 20199, 2020
/s/ SCOTT E. DEETER Scott E. Deeter		Director		June 6, 2019
/s/ MIKEL WILLIAMS Mikel Williams		Director		June 6, 20199, 2020