UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


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

For the quarterly period ended December 31, ~~2022~~2023


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

For the transition period from to

Commission file number: 001-08762

ITERIS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

1250 S. Capital of Texas Hwy., Building 1, Suite 330

Austin, Texas

(Address of principal executive office)

95-2588496

(I.R.S. Employer

Identification No.)

78746

(Zip Code)

(512) ~~716-0808~~382-9669

(Registrant’s telephone number, including area code)

(Former address, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.10 par value

ITI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

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

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

As of February ~~1, 2023,~~2, 2024, there were ~~42,774,263~~42,908,024 shares of our common stock outstanding.

Table of Contents

Table of Contents

ITERIS, INC.

Quarterly Report on Form 10-Q

Table of Contents


PART I.	FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS	1

	UNAUDITED CONDENSED BALANCE SHEETS ATDECEMBER 31, ~~2022~~2023 AND MARCH 31, ~~2022~~2023	1

	UNAUDITED CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE ~~MONTH PERIODS~~MONTHS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022	2

	UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022	3

	UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THETHREE AND NINE ~~MONTH PERIODS~~MONTHS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022	4

	NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS	6

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2325

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3233

ITEM 4.	CONTROLS AND PROCEDURES	3233

PART II.	OTHER INFORMATION	3335

ITEM 1.	LEGAL PROCEEDINGS	3335

ITEM 1A.	RISK FACTORS	3335

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES	3335

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	3335

ITEM 4.	MINE SAFETY DISCLOSURES	3436

ITEM 5.	OTHER INFORMATION	3436

ITEM 6.	EXHIBITS	3437

Unless otherwise indicated in this report, the ~~"Company," "we," "us"~~“Company,” “we,” “us” and ~~"our"~~“our” refer to Iteris, Inc. ~~ClearGuide®~~ClearMobility®, ~~ClearMobility®~~Iteris®, ~~Iteris®, Vantage®~~ and ~~VantageLive!~~Vantage® are among, but not all of, the trademarks of Iteris, Inc. Any other trademarks or trade names mentioned herein are the property of their respective owners.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Iteris, Inc.

Unaudited Condensed Balance Sheets

(In thousands, except par values)


		December 31, 2022		March 31, 2022
	December 31, 2023						December 31, 2023	March 31, 2023
Assets	Assets
Current assets:	Current assets:
Current assets:
Current assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	10,216	$	23,689
Restricted cash	Restricted cash	277		120
Trade accounts receivable, net of allowance for doubtful accounts of $629 and $903 at December 31, 2022 and March 31, 2022, respectively		24,457		25,628
Trade accounts receivable, net of allowance for doubtful accounts of $418 and $357 at December 31, 2023 and March 31, 2023, respectively
Unbilled accounts receivable	Unbilled accounts receivable	10,653		10,870
Inventories	Inventories	12,480		7,980
Prepaid expenses and other current assets	Prepaid expenses and other current assets	3,432		4,076
Total current assets	Total current assets	61,515		72,363
Property and equipment, net	Property and equipment, net	1,435		1,392
Right-of-use assets	Right-of-use assets	8,834		11,382
Intangible assets, net	Intangible assets, net	10,376		11,780
Goodwill	Goodwill	28,340		28,340
Other assets	Other assets	1,230		1,120
Noncurrent assets of discontinued operations		—		6
Total assets	Total assets	$	111,730	$	126,383
Liabilities and stockholders’ equity	Liabilities and stockholders’ equity
Current liabilities:	Current liabilities:
Current liabilities:
Current liabilities:
Trade accounts payable
Trade accounts payable
Trade accounts payable	Trade accounts payable	$	14,838	$	11,926
Accrued payroll and related expenses	Accrued payroll and related expenses	11,028		11,409
Accrued liabilities	Accrued liabilities	5,661		5,623
Deferred revenue	Deferred revenue	5,019		6,566
Current liabilities of discontinued operations		—		163
Total current liabilities	Total current liabilities	36,546		35,687
Lease liabilities	Lease liabilities	8,228		10,763
Deferred income taxes	Deferred income taxes	399		337
Unrecognized tax benefits	Unrecognized tax benefits	79		105
Other long-term liabilities	Other long-term liabilities	2,612		2,456
Noncurrent liabilities of discontinued operations		—		172
Total liabilities	Total liabilities	47,864		49,520
Commitments and contingencies (Note 6)	Commitments and contingencies (Note 6)					Commitments and contingencies (Note 6)
Stockholders’ equity:	Stockholders’ equity:
Preferred stock, $1.00 par value:	Preferred stock, $1.00 par value:
Preferred stock, $1.00 par value:
Preferred stock, $1.00 par value:
Authorized shares — 2,000
Authorized shares — 2,000
Authorized shares — 2,000	Authorized shares — 2,000
Issued and outstanding shares — none	Issued and outstanding shares — none	—		—
Issued and outstanding shares — none
Issued and outstanding shares — none
Common stock, $0.10 par value:	Common stock, $0.10 par value:
Authorized shares - 70,000 at December 31, 2022 and March 31, 2022
Issued and outstanding shares — 42,646 and 42,346, respectively, at December 31, 2022 and 42,416 and 42,416, respectively, at March 31, 2022		4,265		4,242
Authorized shares - 70,000 at December 31, 2023 and March 31, 2023
Authorized shares - 70,000 at December 31, 2023 and March 31, 2023
Authorized shares - 70,000 at December 31, 2023 and March 31, 2023
Issued and outstanding shares — 42,793 at December 31, 2023 and 42,808 at March 31, 2023
Issued and outstanding shares — 42,793 at December 31, 2023 and 42,808 at March 31, 2023
Issued and outstanding shares — 42,793 at December 31, 2023 and 42,808 at March 31, 2023
Treasury stock	Treasury stock	(884)		—
Additional paid-in capital	Additional paid-in capital	188,895		186,720
Accumulated deficit	Accumulated deficit	(128,410)		(114,099)
Total stockholders' equity	Total stockholders' equity	63,866		76,863
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	111,730	$	126,383

See accompanying Notes to Unaudited Condensed Financial Statements

Table of Contents

Iteris, Inc.

Unaudited Condensed Statements of Operations

(In thousands, except per share amounts)


	Three Months Ended December 31,										Three Months Ended December 31,			Nine Months Ended December 31,
	2023									2023		2022	2023		2022
		Three Months Ended December 31,				Nine Months Ended December 31,
		2022		2021		2022		2021

Product revenues
Product revenues
Product revenues	Product revenues	$	22,852	$	15,870	$	60,021	$	51,632
Service revenues	Service revenues	17,834		16,134		53,591		47,704
Total revenues	Total revenues	40,686		32,004		113,612		99,336
Cost of product revenues	Cost of product revenues	15,981		10,389		47,664		28,929
Cost of service revenues	Cost of service revenues	12,885		10,521		37,418		34,090
Cost of revenues	Cost of revenues	28,866		20,910		85,082		63,019
Gross profit	Gross profit	11,820		11,094		28,530		36,317
Operating expenses:	Operating expenses:
General and administrative	General and administrative	5,499		5,936		16,904		18,433
General and administrative
General and administrative
Sales and marketing	Sales and marketing	5,780		4,637		16,652		14,119
Research and development	Research and development	2,047		1,851		6,356		5,445
Amortization of intangible assets	Amortization of intangible assets	651		668		1,970		2,004
Restructuring charges	Restructuring charges	—		—		707		—
Total operating expenses	Total operating expenses	13,977		13,092		42,589		40,001
Operating loss		(2,157)		(1,998)		(14,059)		(3,684)
Operating income (loss)
Non-operating income (expense):	Non-operating income (expense):
Other income (expense), net		135		(33)		229		15
Other income, net
Other income, net
Other income, net
Interest income (expense), net	Interest income (expense), net	—		4		(332)		8
Loss from continuing operations before income taxes		(2,022)		(2,027)		(14,162)		(3,661)
Income (loss) before income taxes
Provision for income taxes	Provision for income taxes	(27)		(375)		(149)		(201)
Net loss from continuing operations		(2,049)		(2,402)		(14,311)		(3,862)
Loss from discontinued operations before gain on sale, net of tax		—		(28)		—		(104)
Net loss from discontinued operations, net of tax		—		(28)		—		(104)
Net loss		$	(2,049)	$	(2,430)	$	(14,311)	$	(3,966)

Loss per share - basic and diluted:
Loss per share from continuing operations		$	(0.05)	$	(0.06)	$	(0.34)	$	(0.09)
Loss per share from discontinued operations		—		—		—		—
Net loss per share		$	(0.05)	$	(0.06)	$	(0.34)	$	(0.09)

Shares used in basic and diluted per share calculations		42,341		42,333		42,336		42,164

Net income (loss)

Net income (loss)

Net income (loss)

Net income (loss) per common share
Net income (loss) per common share
Net income (loss) per common share
Basic net income (loss) per share
Basic net income (loss) per share
Basic net income (loss) per share
Diluted net income (loss) per share

Shares used in basic per share calculations
Shares used in basic per share calculations
Shares used in basic per share calculations
Shares used in diluted per share calculations

See accompanying Notes to Unaudited Condensed Financial Statements

Table of Contents

Iteris, Inc.

Unaudited Condensed Statements of Cash Flows

(In thousands)


	Nine Months Ended December 31,						Nine Months Ended December 31,
	2023					2023		2022
Cash flows from operating activities
Net income (loss)
Net income (loss)
Net income (loss)

		Nine Months Ended December 31,
		2022		2021
Cash flows from operating activities
Net loss		$	(14,311)	$	(3,966)
Less: Net loss from discontinued operations		—		(104)
Net loss from continuing operations		(14,311)		(3,862)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Project loss		—		3,394

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Right-of-use asset non-cash expense
Right-of-use asset non-cash expense
Right-of-use asset non-cash expense	Right-of-use asset non-cash expense	2,839		1,871
Deferred income taxes	Deferred income taxes	36		(525)
Depreciation of property and equipment	Depreciation of property and equipment	461		629
Stock-based compensation	Stock-based compensation	1,982		2,396
Amortization of intangible assets	Amortization of intangible assets	2,396		2,428
Loss on disposal of equipment	Loss on disposal of equipment	8		120
Changes in operating assets and liabilities, net of effects of acquisition:
Changes in operating assets and liabilities:
Trade accounts receivable
Trade accounts receivable
Trade accounts receivable	Trade accounts receivable	1,171		(1,426)
Unbilled accounts receivable and deferred revenue	Unbilled accounts receivable and deferred revenue	(1,174)		(555)
Inventories	Inventories	(4,500)		(1,818)
Prepaid expenses and other assets	Prepaid expenses and other assets	534		(1,001)
Trade accounts payable and accrued expenses	Trade accounts payable and accrued expenses	1,809		(1,758)
Operating lease liabilities	Operating lease liabilities	(2,066)		(1,922)
Net cash used in operating activities - continuing operations		(10,815)		(2,029)
Net cash provided by (used in) operating activities
Net cash used in operating activities - discontinued operations	Net cash used in operating activities - discontinued operations	(329)		(81)
Net cash used in operating activities		(11,144)		(2,110)
Net cash provided by (used in) operating activities
Cash flows from investing activities	Cash flows from investing activities
Purchases of property and equipment	Purchases of property and equipment	(512)		(336)
Maturities of investments		—		3,100
Purchases of property and equipment
Purchases of property and equipment
Capitalized software development costs	Capitalized software development costs	(992)		(1,339)
Net cash provided by (used in) investing activities - continuing operations		(1,504)		1,425
Net cash provided by investing activities - discontinued operations		—		1,500
Net cash provided by (used in) investing activities		(1,504)		2,925
Net cash used in investing activities

Cash flows from financing activities	Cash flows from financing activities

Cash flows from financing activities

Cash flows from financing activities
Proceeds from stock option exercises
Proceeds from stock option exercises
Proceeds from stock option exercises	Proceeds from stock option exercises	45		1,330
Proceeds from ESPP purchases	Proceeds from ESPP purchases	232		239
Tax withholding payments for net share settlements of restricted stock units	Tax withholding payments for net share settlements of restricted stock units	(61)		(179)
Repurchases of common stock	Repurchases of common stock	(884)		—
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(668)		1,390
Increase (decrease) in cash, cash equivalents and restricted cash	Increase (decrease) in cash, cash equivalents and restricted cash	(13,316)		2,205
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	23,809		25,468
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	10,493	$	27,673
Supplemental cash flow information:	Supplemental cash flow information:
Cash paid during the year for:
Income taxes		$	—	$	165

Supplemental schedule of non-cash investing and financing activities:

Supplemental schedule of non-cash investing and financing activities:

Supplemental schedule of non-cash investing and financing activities:	Supplemental schedule of non-cash investing and financing activities:
Lease liabilities arising from obtaining right-of-use assets	Lease liabilities arising from obtaining right-of-use assets	$	291	$	2,452
Lease liabilities arising from obtaining right-of-use assets
Lease liabilities arising from obtaining right-of-use assets
Capitalized software development costs in accounts payable and accrued liabilities

See accompanying Notes to Unaudited Condensed Financial Statements

Table of Contents

Iteris, Inc.

Unaudited Condensed Statements of Stockholders’ Equity

(In thousands)


		THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2022
		Common Stock			Treasury Stock		Additional Paid-In Capital				Accumulated Deficit				Total Stockholders' Equity
		Shares	Amount		Shares	Amount
Balance at March 31, 2022		42,416	$	4,242	—	—			$	186,720			$	(114,099)			$	76,863
	THREE AND NINE MONTHS ENDED DECEMBER 31, 2023																				THREE AND NINE MONTHS ENDED DECEMBER 31, 2023
	Common Stock																		Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Total Stockholders' Equity
	Shares
Balance at March 31, 2023
Balance at March 31, 2023
Balance at March 31, 2023
Stock option exercises	Stock option exercises	1	—		—	—	1				—				1
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes	Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes	4	—		—	—	24				—				24
Stock-based compensation	Stock-based compensation	—	—		—	—	848				—				848
Treasury stock purchases		—	—		300	(884)	—				—				(884)
Net loss		—	—		—	—	—				(4,865)				(4,865)
Balance at June 30, 2022		42,421	$	4,242	300	(884)	$	187,593			$	(118,964)			$	71,987

Net income
Net income
Net income
Balance at June 30, 2023
Stock option exercises	Stock option exercises	27	$	3	—	—	$	41			$	—			$	44
Issuance of shares pursuant to Employee Stock Purchase Plan	Issuance of shares pursuant to Employee Stock Purchase Plan	84	$	9	—	—	$	223			$	—			$	232
Stock-based compensation	Stock-based compensation	—	$	—	—	—	$	696			$	—			$	696
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes	Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes	108	$	11	—	—	$	(94)			$	—			$	(83)
Net loss		—	—		—	—	—				(7,397)				(7,397)
Balance at September 30, 2022		42,640	$	4,265	300	(884)	$	188,459			$	(126,361)			$	65,479
Issuance of shares pursuant to vesting of performance stock units, net of payroll withholding taxes
Treasury stock retirement
Deferred shares held within rabbi trust
Net income
Balance at September 30, 2023
Stock option exercises
Stock-based compensation	Stock-based compensation	—	—		—	—	438				—				438
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes	Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes	6	—		—	—	(2)				—				(2)
Net loss		—	—		—	—	—				(2,049)				(2,049)
Balance at December 31, 2022		42,646	4,265		300	(884)	188,895				(128,410)				63,866
Repurchase of common stock
Treasury stock retirement
Deferred shares held within rabbi trust
Net income
Balance at December 31, 2023

See accompanying Notes to Unaudited Condensed Financial Statements

Table of Contents

THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2021
Common Stock Treasury Stock Additional
Paid-In
Capital Accumulated
Deficit Total
Stockholders'
Equity
Shares Amount Shares Amount
Balance at March 31, 2021 41,687 $ 4,170 — — $ 181,828 $ (107,019) $ 78,979
Stock option exercises 473 47 — — 1,328 — 1,375
Stock-based compensation — — — — 794 — 794
Net income — — — — — 611 611
Balance at June 30, 2021 42,160 $ 4,217 — — $ 183,950 $ (106,408) $ 81,759
Stock option exercises 15 $ 1 — — $ 31 $ — $ 32
Issuance of shares pursuant to Employee Stock Purchase Plan 44 $ 4 — — $ 235 $ — $ 239
Stock-based compensation — $ — — — $ 834 $ — $ 834
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes 114 $ 12 — — $ (191) $ — $ (179)
Net loss — — — — — (2,147) (2,147)
Balance at September 30, 2021 42,333 4,234 — — 184,859 (108,555) 80,538
Stock option exercises 1 — — — (77) — (77)
Stock-based compensation — — — — 768 — 768
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes — — — — — — —
Net loss — — — — — (2,430) (2,430)
Balance at December 31, 2021 42,334 4,234 — — 185,550 (110,985) 78,799

Iteris, Inc.

Unaudited Condensed Statements of Stockholders’ Equity

(In thousands)

(Continued)


	THREE AND NINE MONTHS ENDED DECEMBER 31, 2022
	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount		Shares	Amount


Balance at March 31, 2022	42,416	$	4,242	—	$	—	$	186,720	$	(115,712)	$	75,250
Stock option exercises	1	—		—	—		1		—		1
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes	4	—		—	—		24		—		24
Stock-based compensation	—	—		—	—		848		—		848
Treasury stock purchases	—	—		300	(884)		—		—		(884)
Net loss	—	—		—	—		—		(4,865)		(4,865)
Balance at June 30, 2022	42,421	$	4,242	300	$	(884)	$	187,593	$	(120,577)	$	70,374
Stock option exercises	27	3		—	—		41		—		44
Issuance of shares pursuant to Employee Stock Purchase Plan	84	9		—	—		223		—		232
Stock-based compensation	—	—		—	—		696		—		696
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes	108	11		—	—		(94)		—		(83)
Net loss	—	—		—	—		—		(7,397)		(7,397)
Balance at September 30, 2022	42,640	$	4,265	300	$	(884)	$	188,459	$	(127,974)	$	63,866
Stock-based compensation	—	—		—	—		438		—		438
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes	6	—		—	—		(2)		—		(2)
Net loss	—	—		—	—		—		(2,049)		(2,049)
Balance at December 31, 2022	42,646	$	4,265	300	$	(884)	$	188,895	$	(130,023)	$	62,253

See accompanying Notes to Unaudited Condensed Financial Statements

Table of Contents

Iteris, Inc.

Notes to Unaudited Condensed Financial Statements

December 31, ~~2022~~2023

1.Description of Business and Summary of Significant Accounting Policies

Description of Business

Iteris, Inc. (referred to collectively in this report as ~~"Iteris,"~~“Iteris”, the ~~"Company," "we," "our,"~~“Company”, “we”, “our”, and ~~"us"~~“us”) is a provider of smart mobility infrastructure management solutions. Our cloud-enabled ~~end-to-end~~ solutions help public transportation agencies, municipalities, commercial entities and other transportation infrastructure providers monitor, visualize, and optimize mobility infrastructure to make mobility safe, efficient and sustainable for everyone.

As a pioneer in intelligent transportation systems ~~("ITS"~~(“ITS”) technology, our intellectual property, ~~products~~advanced detection sensors, mobility and traffic data, software-as-a-service ~~("SaaS"~~(“SaaS”) offerings, mobility consulting services, and cloud-enabled managed services represent a comprehensive range of ~~ITS~~smart mobility infrastructure management solutions that we distribute to customers throughout the United States (“U.S.”) and internationally.

We believe our products, solutions and services increase vehicle and pedestrian safety and decrease congestion within our communities, while also reducing ~~urban emissions and other negative~~ environmental ~~conditions.~~ impact, including carbon emissions.

We continue to make significant investments to leverage our existing technologies and further ~~expand both~~enhance our advanced detection sensors, ~~and~~software as a service portfolio, mobility ~~analytics software and related~~ data sets, ~~for transportation~~mobility consulting services, and ~~infrastructure management. Additionally,~~cloud-enabled managed services. As we are always mindful of capital allocation, we apply significant effort to evaluate and prioritize these investments. Likewise, we are always exploring strategic alternatives intended to optimize the value of our Company.

Iteris was incorporated in Delaware in 1987 and has operated in its current form since 2004. Our principal executive offices are located at 1250 S Capital of Texas Hwy, Bldg. 1, Suite 330, Austin TX 78746, and our telephone number at that location is (512) 716-0808. Our website address is www.iteris.com. The inclusion of our website address in this report does not include or incorporate by reference into this report any information on, or accessible through, our website. Each of 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 filed with, or furnished to, the U.S. Securities and Exchange Commission (“SEC”).

~~Recent~~ Developments Impacting our Business

COVID-19 ~~Update~~

~~The~~Although COVID-19 ~~pandemic (the “Pandemic”)~~ has ~~materially~~entered an endemic stage, COVID-19 (or other future pandemics) may continue to adversely ~~impacted~~affect the global economic conditions. COVID-19 continues to have an unpredictable and unprecedented impact on the global economy. Though there has been a trend of increasing availability of COVID-19 vaccines, as well as an easing of restrictions on social, business, travel and government activities and functions, infection rates continue to fluctuate and federal, state and local government regulations continue to rapidly change. The uncertainties caused by the Pandemic include, but are not limited to,conditions, including possible additional supply chain disruptions, workplace dislocations, economic contraction, and ~~downward~~negative pressure on ~~some~~ customer budgets and customer ~~sentiment in general. We have not had any facility closures due to the Pandemic, but~~sentiment. When COVID-19 was considered a public health emergency, we have experienced supply chain and work delays on certain projects. Should such delays continue or worsen or should longer-term budgets or priorities of our clients be impacted, the Pandemic could further negatively affect our business, results of operations and financial condition. The extent of the impact of the Pandemic on our business and financial results, and the volatility of our stock price will depend largely on future developments, including the duration of the Pandemic, new and potentially more contagious variants, such as the Delta and Omicron variants, the impact on capital and financial markets, the distribution, rate of adoption and efficacy of vaccines, and the related impact on the budgets and financial circumstances of our customers and suppliers, all of which are highly uncertain and cannot be reasonably estimated as of the date of this report.

~~Given the uncertainties surrounding the impacts of the Pandemic on the Company's future financial condition and results of operations, we have taken certain~~took actions to preserve our liquidity, manage cash flow and strengthen our financial flexibility. Such actions include, but are not limited to, reducing our discretionary spending, reducing capital expenditures, and implementing restructuring ~~activities. Refer to~~activities (see Note 3, Restructuring Activities, to the Financial Statements for more ~~information.~~information).

Our products require specialized parts, some of which ~~have become~~became more difficult to ~~source.~~source during the COVID-19 pandemic. In some cases, we ~~have~~ had to purchase such parts from third-party brokers at substantially higher prices. ~~Additionally,~~The Company's tactics to mitigate ~~for component shortages, we have increased~~global supply chain issues included re-designing certain circuit boards to accommodate computer chips that are more readily available in the market at more reasonable prices, and accumulating inventory ~~levels. In~~in the event demand doesn't materialize, we would need to hold excess inventory for several quarters. Alternatively, we may be unable to source sufficient components at any price, even from third-party brokers, to meet customer demand, resulting in high levelsfirst two quarters of ~~backlog that we were unable to ship.~~the fiscal year ended March 31, 2023 (“Fiscal 2023”). We ~~have~~also placed non-cancellable inventory orders for certain products in advance of our normal lead times to secure normal and incremental future supply and ~~capacity and may need to continue to do so in the future.~~capacity.

~~Table of Contents~~

~~boards to accommodate computer chips that are more readily available in the market at more reasonable prices, and by accumulating inventory in the first two quarters of fiscal year 2023.~~ The increase in inventory purchases and in particular components purchased in the secondary markets ~~has been~~was curtailed in the second half of Fiscal 2023, and the Company currently does not expect to continue to accumulate inventory, in the ~~future, in the~~ same magnitude, in future periods. However, ~~we might encounter~~if the Company encounters additional ~~supply-chain~~supply chain constraints again in the ~~future. If we do, the Company~~future, it may need to further adjust its operations to ~~have~~maintain sufficient liquidity.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law in the United States. The CARES Act provides relief to U.S. corporations through financial assistance programs and modifications to certain income tax provisions. The Company applied certain beneficial provisions

Table of ~~the CARES Act, including the payroll tax deferral and the alternative minimum tax acceleration. Refer to Note 5, Income Taxes, for more information.~~Contents

The Pandemic has had an impact on the Company’s human capital. While our Santa Ana product and commercial operations facility has remained open throughout the Pandemic, easing of Pandemic restrictions imposed by local and state authorities have allowed a larger portion of our workforce to return to our various facilities while others continue to work remotely. The Company’s information technology infrastructure has proven sufficiently flexible to minimize disruptions in required duties and responsibilities. Additionally, we have been able to timely file financial reports. We believe we have the infrastructure to efficiently work remotely during the Pandemic.

The Company assessed the impacts of the Pandemic on the estimates and assumptions used in preparing our unaudited condensed financial statements. The estimates and assumptions used in our assessments were based on management’s judgment and may be subject to change as new events occur and additional information is obtained. In particular, there is significant uncertainty about the duration and extent of the impact of the Pandemic and its resulting impact on global economic conditions. If economic conditions caused by the Pandemic do not recover as currently estimated by management, the Company’s financial condition, cash flows and results of operations may be materially impacted. The Company will continue to assess the effect on its operations by monitoring the spread of the Pandemic and the actions implemented to combat the virus throughout the world. As a result, our assessment of the impact of the Pandemic may change.

Restructuring Activities

To help offset ~~recent~~ increases in supply chain costs in Fiscal 2023, on May 12, 2022, the Board of Directors of Iteris, Inc. approved additional restructuring activities to better position the Company for increased profitability and growth. The Company incurred employee separation costs in relation to these activities, which were included in restructuring charges on the unaudited condensed statement of operations. Refer to Note 3, Restructuring Activities, for more information.

Basis of Presentation

Our unaudited condensed financial statements have been prepared in accordance with the rules of the ~~U.S. Securities and Exchange Commission (“SEC”)~~SEC for interim reporting, which permit certain footnotes or other financial information that are normally required by generally accepted accounting principles in the U.S. (“GAAP”) to be condensed or omitted. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and related notes included in its Annual Report on Form 10-K for ~~the fiscal year ended March 31, 2022 (“~~Fiscal ~~2022”),~~2023, filed with the SEC on June ~~1, 2022.~~29, 2023. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended December 31, ~~2022~~2023 are not necessarily indicative of the results to be expected for fiscal year ended March 31, 2024 (“Fiscal ~~2023~~2024”) or any other future periods.

Use of Estimates

The preparation of unaudited condensed 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. Other significant~~Significant estimates made in the preparation of the financial statements include, but are not limited to, recoverability of long-lived and intangible assets; estimates of future cash flows used to assess the recoverability of the impairment of goodwill; collectability of accounts ~~receivable and related allowance for doubtful accounts,~~receivable; projections of taxable income used to assess realizability of deferred tax ~~assets,~~assets; warranty ~~reserves and other contingencies,~~reserves; costs to complete long-term ~~contracts,~~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, andcontracts; fair value of ~~our~~ stock option awards ~~used~~and equity instruments; capitalization and estimated useful life of the Company's internal-use software development costs. Estimates are based on historical experience and on various assumptions that the Company believes are reasonable under current circumstances. However, future events are subject to ~~calculate stock-based compensation.~~change and best estimates and judgments may require further adjustments, therefore, actual results could differ materially from those estimates. Management periodically evaluates such estimates and they are adjusted prospectively based upon such evaluation.

Revenue Recognition

~~Table~~The Company recognizes revenues when control of ~~Contents~~

~~Revenue Recognition~~the promised goods or services are transferred to our customers, in an 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, ranging from purchase orders to multi-year agreements.

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 generally 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 consist of revenues derived from maintenance support contracts and subscription agreements for the use of the Company’s service platforms and Application Programming ~~Interfaces ("API's") on a subscription basis.~~Interfaces. We generate this revenue from fees for maintenance and 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.

Service revenues are also derived from long-term engineering and consulting service contracts, primarily 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

Table of Contents

obligation. Time & Materials (“T&M”) and Cost Plus Fixed Fee (“CPFF”) contracts are considered to involve variable consideration. However, contractual 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.

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 that combines the software functionality, maintenance and hosting into a single performance obligation. In product-related contracts, a purchase order may cover different products, each constituting a separate performance obligation.

We generally estimate variable consideration at the most likely amount to which we expect to be entitled and in certain cases based on the expected value, which requires judgment. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We review and update these estimates on a quarterly basis.

The Company’s typical performance obligations include the following:

Performance Obligation

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

~~Table of Contents~~

Engineering, ~~services,~~ managed services, and consulting services

As work is performed (over time)

Within 30 days of services being invoiced

Estimated using a cost-plus margin approach

SaaS ~~services~~

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

Extended warranty service

Over the course of the extended warranty period (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 product revenues and ~~services~~service revenues.

Trade Accounts Receivable and Contract Balances

We classify our right to consideration in exchange for goods and services as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e., only the passage of time is required before payment is due). We present such receivables in trade accounts receivable, net, in our unaudited condensed balance sheets at their net estimated realizable value.

Table of Contents

The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The Company estimates allowances for expected credit losses on trade accounts receivable and contract assets as required by the Current Expected Credit Loss (“CECL”) model, as per Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326). 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 unaudited condensed balance sheets. 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. There were approximately ~~$0.6~~$0.4 million and $0.5 million of contract fulfillment costs as of ~~each of~~ December 31, ~~2022~~2023 and March 31, ~~2022,~~2023, respectively, which are presented in the accompanying unaudited condensed balance sheets as prepaid ~~and other current assets.~~expense. 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 December 31, ~~2022~~2023 and March 31, ~~2022,~~2023, the aggregate amount of transaction price allocated to remaining performance obligations was immaterial, primarily as a result of the 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 Accounting Standards Codification (“ASC”) 606-10-55-18. Under this practical expedient, the Company is not required to estimate such variable consideration upon inception of the contract or 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 accompanying statements of operations.

Table of Contents

Deferred Revenue

Deferred revenue in the accompanying unaudited condensed 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.

~~Table of Contents~~

Cash and cash equivalents consist primarily of demand deposits and money market funds maintained with two 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. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2023, the Company had approximately $21.0 million of deposits at financial institutions in excess of the FDIC insured limit.

Our accounts receivable are primarily derived from billings with customers located throughout North America, as well as in Europe, the Middle East and South America. 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 three and nine months ended December 31, ~~2022~~2023 and ~~2021,~~2022, no individual customer represented greater than 10% of our total revenues. As of December 31, ~~2022~~2023 and March 31, ~~2022,~~2023, no individual customer represented greater than 10% of our total accounts receivable.

Fair Values of Financial Instruments

The accounting guidance provided in ASC 820, Fair Value Measurement for 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~~provides a ~~recurring basis.~~

~~The~~ framework for measuring fair value, ~~and related disclosure requirements about~~clarifies the definition of fair value, ~~measurements are provided in Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820,~~ ~~Fair Value Measurements~~ ~~(“ASC 820”). This pronouncement defines~~and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability ~~in the principal or most advantageous market for the asset or liability~~(an exit price) in an orderly transaction between market participants onat the ~~measurement~~reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value ~~hierarchy prescribed by ASC 820 contains three levels~~ as follows:

Level 1—~~Quoted~~Unadjusted quoted prices in active markets for identical assets or ~~liabilities.~~liabilities accessible to the reporting entity at the measurement date.

Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect ~~management’s~~management's estimate of assumptions that market participants would use in pricing the ~~asset~~assets or ~~liability.~~liabilities.

The Company applies fair value accounting for all financial instruments on a recurring basis. The Company's financial instruments, which include cash, cash equivalents, accounts receivable and accounts payable are recorded at their carrying amounts, which approximate their fair values due to their short-term nature. All marketable securities are considered to be available-for-sale and recorded at their estimated fair values. In valuing these items, the Company uses inputs and assumptions that market participants would use to determine their fair value, utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

Cash, Cash Equivalents and Restricted Cash

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

Table of Contents

As of December 31, ~~2022~~2023 and March 31, ~~2022,~~2023, restricted cash was $0.3 million and $0.1 million, respectively, consisting of cash restricted for ~~shares purchased~~share purchases under the Employee Stock Purchase Plan ~~("ESPP"~~(“ESPP”) ~~(See~~(see Note 8, Stock-Based Compensation, for further details on the ESPP).

Cash, cash equivalents and restricted cash presented in the accompanying unaudited condensed statements of cash flows consisted of the ~~following (in thousands):~~following:


		December 31, 2022		March 31, 2022
	December 31,						December 31,
	2023					2023		2022
	(In thousands)						(In thousands)
Cash and cash equivalents	Cash and cash equivalents	$	10,216	$	23,689
Restricted cash	Restricted cash	277		120
		$	10,493	$	23,809
	$

Allowance for Doubtful Accounts

We record accounts receivable net of the allowance for doubtful accounts. The allowance is established in accordance with the CECL model. We estimate the allowance for doubtful accounts based on the Company's assessment of its ability to collect on customer accounts receivable. The collectability of our accounts receivable is evaluated through review of outstanding invoices and ongoing credit evaluations of our ~~customers’~~customers' financial condition. In cases where we are aware of circumstances that may impair a specific ~~customer’s~~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~~The allowance reflects our best estimate of probable losses associated with the accounts receivable balance. Our assessment is based on ~~our~~ historical ~~collections experience. When we determine~~experience, current information and reasonable and supportable forecasts. Accounts receivables with similar risk characteristics are evaluated collectively and accounts receivables that ~~collection~~do not share similar risk characteristics are evaluated individually. Risk characteristics relevant to the Company’s accounts receivable include account balance and aging status. Adjustments to the allowance for doubtful accounts are recorded through bad debt expense, which is ~~not likely, we write~~included in operating expenses on the accompanying unaudited condensed statements of operations. The Company writes off accounts receivable against the allowance ~~for doubtful accounts.~~when it determines that the balance is uncollectible and collection of the receivable is no longer being actively pursued.

~~Table of Contents~~

Inventories

Inventories consist of raw materials, work-in-process, and finished goods 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~~When determining useful life, 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.

Capitalized Software Development Cost

The Company accounts for costs incurred to develop software for internal use in accordance with ASC 350-40, Intangibles — Internal Use Software (“ASC 350-40”). Under ASC 350-40, the costs incurred during the application development stage, which include costs of software configuration and interface design, coding, installation and testing are required to be capitalized. Costs incurred during the preliminary project along with post-implementation stages of internal use

Table of Contents

software are expensed as incurred and included in research and development in the unaudited condensed statements of operations.

Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized and ~~Long-Lived Assets~~is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In the valuation of goodwill, management must make assumptions regarding estimated future cash flows to be derived from the Company's business. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.

The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. We perform an annual ~~qualitative~~quantitative assessment of our goodwill during the fourth fiscal quarter, or more frequently, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in overall industry demand, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is ~~required; if otherwise, we compare the fair value of our reporting unit to its carrying value, including goodwill.~~required. If the carrying amount of a reporting unit exceeds the reporting ~~unit’s~~unit's fair value, the amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. We monitor the indicators for goodwill impairment testing between annual tests. ~~In prior years~~During the Company had two operating and reportable segments, Roadway Sensors ("RWS") and Transportation Systems ("SYS"), which also represented the reporting units for purposes of goodwill impairment testing. In Fiscal 2021, in conjunction with the re-organization as described in Note 10, Business Segments, the Company also reassessed the reporting unit conclusion and determined that there are three reporting units and a single operating and reportable segment. As ofnine months ended December 31, 2023 and 2022, there ~~were~~was no ~~indicators of~~ goodwill impairment.

~~We test~~Impairment of Long-Lived Assets

The Company evaluates its long-lived assets, including property, equipment and ~~purchased~~ intangible assets (other than goodwill) for impairment ~~if we believe indicators~~whenever events or changes in circumstances indicate that the carrying amount of ~~impairment exist.~~an asset may not be recoverable. We determine whether the carrying value of an asset or asset group is recoverable, based on comparisons to undiscounted expected future cash flows the asset or asset group is expected to generate. If an asset is not recoverable, we record an impairment loss equal to the amount by which the carrying value of the asset exceeds its fair value. ~~We primarily use~~During the ~~income valuation approach~~nine months ended December 31, 2023 and 2022, there was no impairment 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. As such, as of December 31, ~~2022,~~2023, 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~~

Stock-Based Compensation

We record stock-based compensation in our unaudited condensed statements of operations as an expense, based on the estimated grant date fair value of our stock-based awards, whereby such fair values are amortized over the requisite service period. Our stock-based awards are currently comprised of common stock options, restricted stock units and performance stock units. The fair value of our common stock option awards is estimated on the grant date using the Black-Scholes-Merton option-pricing formula. The fair value of our performance stock unit awards is estimated on the grant date using a Monte Carlo simulation model. While the use of these models meets established requirements, the estimated fair values generated by the models may not be indicative of the actual fair values of our awards as it does not consider certain factors important to those awards to employees, such as continued employment and periodic vesting requirements, as well as limited transferability. The fair value of our restricted stock units is based on the closing market price of our common stock on the grant date. If there are

Table of Contents

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.~~

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 unaudited condensed 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.

Loss Contingencies

We are subject to legal actions that arise in the ordinary course of business. The Company recognizes a liability for a contingency when it is probable that liability has been incurred and when the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, the Company accrues the most likely amount of such loss at no less than the minimum of the range. The Company expenses legal defense costs as incurred.

Comprehensive Income (Loss)

~~The difference between net income (loss) and comprehensive~~Net income (loss) was ~~de minimis~~the same as comprehensive income (loss) for the three and nine months ended December 31, ~~2022~~2023 and December 31, ~~2021.~~2022.

Recent Accounting Pronouncements

In June 2016, the FASB issued ~~Accounting Standards Update (“ASU”)~~ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard 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~~deferred 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 is now effective for our Fiscal 2024. The Company adopted the standard with an immaterial expected credit loss and no adjustment to the opening balance.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. This ASU is applicable to our Annual Report on Form 10-K for the fiscal year ending March 31, 2025, and subsequent interim periods. Early adoption is permitted and the amendments in this ASU should be applied retroactively. We are currently evaluating the ~~timing and~~ impact of ~~adopting~~this ASU ~~2016-13~~ on our ~~unaudited condensed~~ financial ~~statements.~~statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdictions. This ASU is applicable to our Annual Report on Form 10-K for the fiscal year ending March 31, 2026. Early adoption is permitted and the amendments in this ASU should be applied prospectively. Retrospective application is permitted. We are currently evaluating the impact of this ASU on our financial statement disclosures.

1213

Table of Contents

Immaterial Correction of Prior Period Financial Statements

Subsequent to the issuance of the financial statements for the three and nine months ended December 31, 2022 and as similarly disclosed in the Company’s annual financial statements for Fiscal 2023, we identified misstatements in unbilled accounts receivable and deferred revenue related to contract activity prior to the fiscal year ended March 31, 2021. Such misstatements relate to balances for contract assets and refund liabilities we determined should have previously been eliminated based on a combination of contract age and cessation of activity associated with certain contracts.

The Company determined the effect of the misstatements was not material to the previously issued financial statements. We determined to restate the accompanying condensed statement of stockholders’ equity for the nine months ended December 31, 2022 to correct for this matter, which resulted in an increase to accumulated deficit of $1.6 million and decrease in total stockholders’ equity of $1.6 million as of December 31, 2022 from amounts previously reported of $(128,410) and $63,866, respectively.

Because these corrections occurred at a time preceding the periods presented herein, all corrections were limited to the condensed statement of stockholders’ equity.

2.Supplemental Financial Information

Inventories

The following table presents details of our inventories, net of reserves:


		December 31, 2022		March 31, 2022
		(In thousands)
	December 31, 2023					December 31, 2023		March 31, 2023
	(In thousands)						(In thousands)
Raw materials	Raw materials	$	8,360	$	5,680
Work in process	Work in process	236		200
Finished goods	Finished goods	3,884		2,100
		$	12,480	$	7,980
	$

Property and Equipment

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


		December 31, 2022		March 31, 2022
		(In thousands)
	December 31, 2023					December 31, 2023		March 31, 2023
	(In thousands)						(In thousands)
Equipment	Equipment	$	6,343	$	6,825
Leasehold improvements	Leasehold improvements	824		3,117
Accumulated depreciation	Accumulated depreciation	(5,732)		(8,550)
		$	1,435	$	1,392
	$

Depreciation expense was approximately $0.1 million and $0.2 million for the three-month periods ending December 31, 2023 and December 31, 2022, respectively. Depreciation expense was approximately $0.4 million and $0.5 million for the ~~three~~nine-month periods ending December 31, 2023 and ~~nine months ended~~ December 31, 2022, ~~respectively, and approximately $0.2 million and $0.6 million for the three and nine months ended December 31, 2021,~~ respectively. ~~Approximately $0.0 million and $0.2 million of the depreciation~~Depreciation expense ~~was recorded to~~is included in cost of revenues and ~~approximately $0.1 million and $0.3 million was recorded to~~ operating expenses ~~respectively,~~ in ~~the~~our unaudited condensed ~~consolidated~~ statements of ~~operations for the three and nine months ended December 31, 2022. Approximately $0.1 million and $0.2 million~~operations.

Table of the depreciation expense was recorded to cost of revenues, and approximately $0.1 million and $0.4 million was recorded to operating expenses, respectively, in the unaudited condensed consolidated statements of operations for the three and nine months ended December 31, 2021. During the three and nine months ended December 31, 2022, approximately $0.0 million and $2.3 million of leasehold improvements, respectively, and approximately $0.5 million and $1.0 million of equipment, respectively, with de minimis carrying values and were no longer in use were disposed of.Contents

Intangible Assets

The following table presents details of our net intangible assets:

December 31, 2022 March 31, 2022
Gross
Carrying
Amount Accumulated
Amortization Net Book
Value Gross
Carrying
Amount Accumulated
Amortization Net Book
Value
(In thousands)
Technology $ 4,986 $ (3,213) $ 1,773 $ 4,986 $ (2,519) $ 2,467
Customer contracts / relationships 9,550 (4,018) 5,532 9,550 (2,959) 6,591
Trade names and non-compete agreements 782 (770) 12 782 (753) 29
Capitalized software development costs 6,892 (3,833) 3,059 5,900 (3,207) 2,693
Total $ 22,210 $ (11,834) $ 10,376 $ 21,218 $ (9,438) $ 11,780

~~Table of Contents~~


	December 31, 2023						March 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(In thousands)
Technology	$	4,986	$	(4,138)	$	848	$	4,986	$	(3,444)	$	1,542
Customer contracts / relationships	9,550		(5,431)		4,119		9,550		(4,371)		5,179
Trade names and non-compete agreements	782		(770)		12		782		(770)		12
Capitalized software development costs	9,670		(4,628)		5,042		7,489		(4,032)		3,457
Total	$	24,988	$	(14,967)	$	10,021	$	22,807	$	(12,617)	$	10,190

Amortization expense for intangible assets subject to amortization was approximately $0.8 million ~~and $2.4 million~~in total for each of the ~~three and nine months~~three-month periods ended December 31, ~~2022, respectively,~~2023 and ~~approximately $0.8 million and $2.4 million for the three and nine months ended~~ December 31, ~~2021, respectively. Approximately~~2022. Of the total amortization expense, approximately $0.1 million ~~and $0.4 million of the intangible asset amortization~~ was recorded to cost of revenues and approximately $0.7 million ~~and $2.0 million,~~ was recorded to operating expenses for each period.

Amortization expense for intangible assets subject to amortization was approximately $2.3 million and $2.4 million for the nine-month periods ending December 31, 2023 and December 31, 2022, respectively. Of the total amortization expense ~~respectively, in the unaudited condensed statements of operations~~ for the ~~three and nine months~~nine-months ended December 31, ~~2022. Approximately $0.1~~2023, approximately $0.3 million ~~and $0.4 million of the intangible asset amortization~~ was recorded to cost of revenues and approximately ~~$0.7 million and~~ $2.0 million was recorded to ~~amortization expense, respectively,~~operating expenses, compared to $0.4 million in ~~the unaudited condensed statements~~cost of ~~operations~~revenues and $2.0 million in operating expenses for the ~~three and nine months~~nine-months ended December 31, ~~2021.~~2022.

We have one indefinite useful life intangible asset, with de minimis carrying value, which was included in trade names and non-compete agreements.

As of December 31, ~~2022,~~2023, future estimated amortization expense was as follows:


Year Ending March 31,
Fiscal Year Ending March 31,
(In thousands)	(In thousands)
2023			$	774
(In thousands)
(In thousands)
2024
2024
2024	2024		2,995
2025	2025		2,514
2026	2026		1,297
2027	2027		1,095
2028
Thereafter	Thereafter		1,689
			$	10,364
		$

The future estimated amortization expense does not include the indefinite useful life intangible asset described above.

Table of Contents

Warranty Reserve Activity

Warranty reserve is recorded as accrued liabilities in the accompanying unaudited condensed balance sheets. The following table presents activity related to the warranty reserve:


Warranty Reserve Activity		Nine Months Ended December 31,
		2022		2021
		(In thousands)
	Nine Months Ended December 31,						Nine Months Ended December 31,
	2023					2023		2022
	(In thousands)						(In thousands)
Balance at beginning of fiscal year	Balance at beginning of fiscal year	$	616	$	569
Additions charged to cost of sales	Additions charged to cost of sales	239		171
Warranty claims	Warranty claims	(136)		(108)
Balance at end of reporting period	Balance at end of reporting period	$	719	$	632

~~Table of Contents~~

~~Loss~~Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted net ~~loss~~income (loss) per share:

Three Months Ended
December 31, Nine Months Ended
December 31,
2022 2021 2022 2021
(In thousands, except per share amounts) (In thousands, except per share amounts)
Numerator:
Net loss from continuing operations $ (2,049) $ (2,402) $ (14,311) $ (3,862)
Net loss from discontinued operations, net of tax — (28) — (104)
Net loss $ (2,049) $ (2,430) $ (14,311) $ (3,966)
Denominator:
Weighted average common shares used in basic computation $ 42,341 42,333 $ 42,336 42,164
Dilutive stock options — — — —
Weighted average common shares used in diluted computation $ 42,341 42,333 $ 42,336 42,164
Basic and diluted:
Net loss per share from continuing operations: $ (0.05) $ (0.06) $ (0.34) $ (0.09)
Net loss per share from discontinued operations: $ — $ — $ — $ —
Net loss per share $ (0.05) $ (0.06) $ (0.34) $ (0.09)


	Three Months Ended December 31,				Nine Months Ended December 31,
	2023		2022		2023		2022
	(In thousands, except per share amounts)
Numerator:


Net income (loss)	$	355	$	(2,049)	$	3,031	$	(14,311)
Denominator:
Weighted average common shares used in basic computation	42,944		42,341		42,798		42,336
Stock options and other dilutive awards	840		—		964		—
Weighted average common shares used in diluted computation	43,784		42,341		43,762		42,336
Net income (loss) per common share
Basic net income (loss) per share	$	0.01	$	(0.05)	$	0.07	$	(0.34)
Diluted net income (loss) per share	$	0.01	$	(0.05)	$	0.07	$	(0.34)

The following instruments were excluded for purposes of calculating weighted average common share equivalents in the computation of diluted net ~~loss~~income (loss) per share as their effect would have been anti-dilutive:


		Three Months Ended December 31,		Nine Months Ended December 31,
		2022	2021	2022	2021
		(In thousands)
	Three Months Ended December 31,						Three Months Ended December 31,			Nine Months Ended December 31,
	2023					2023		2022	2023		2022
	(In thousands)									(In thousands)
Stock options	Stock options	6,359	5,615	5,870	3,326
Restricted stock units	Restricted stock units	503	538	431	367

3.Restructuring Activities

On May 12, 2022, the Board of Directors of Iteris, Inc. approved restructuring activities to better position the Company for increased profitability and growth. During the three and nine months ended December 31, 2022, the Company incurred approximately $0.0 million and $0.7 million, respectively, related to employee separation costs in relation to these activities which were included in restructuring charges on the unaudited condensed statement of operations.

As of December 31, 2022, we had accrued approximately $0.4 million for severance and benefits related to the restructuring activities in accrued payroll and related expenses on the unaudited condensed balance sheet. The restructuring activities during the three and nine months ended December 31, ~~2022~~2023 were as follows (in thousands):


Balance at March 31, ~~2022~~2023	$	242

Cash payments	(197)
Balance at June 30, 2023	45
Cash payments	(45)
Balance at September 30, 2023 and December 31, 2023	$	—
~~Charged to expenses~~	~~707~~
~~Cash payments~~	~~(19)~~
~~Balance at June 30, 2022~~	$	~~688~~
~~Cash payments~~	~~(149)~~
~~Balance at September 30, 2022~~	$	~~539~~
~~Cash payments~~	$	~~(160)~~
~~Balance at December 31, 2022~~	$	~~379~~

1516

Table of Contents

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~~As described in more detail in Note 1, Description of Business and Summary of Significant Accounting Policies, fair value measurements are based on a three tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets and liabilities; Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities or prices quoted in inactive markets; and Level 3, defined as unobservable inputs that are significant to the fair value of the asset or liability, and for which little or no market data exists, therefore requiring management to utilize its own assumptions to provide its best estimate of what market participants would use in valuing 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 December 31, ~~2022~~2023 or March 31, ~~2022.~~2023. Our non-financial assets, such as goodwill, intangible assets and property and equipment, are measured at fair value on a nonrecurring basis, generally when there is a transaction involving those assets such as a purchase transaction, a business combination or an adjustment for impairment. ~~As a result of the re-organization completed in April 2021, the Company reallocated goodwill to the three new reporting units.~~ No non-financial assets were measured at fair value at December 31, ~~2022~~2023 and March 31, ~~2022.~~2023.

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


	As of December 31, 2023											As of December 31, 2023
	(In thousands)											(In thousands)
	Amortized Cost									Amortized Cost	Gross Unrealized Loss	Gross Unrealized Gain	Estimated Fair Value
Assets:
Level 1:
Level 1:
Level 1:
Securities held in deferred compensation plan (1)
Securities held in deferred compensation plan (1)
Securities held in deferred compensation plan (1)
Total

Liabilities:
Liabilities:
Liabilities:
Level 1:
Level 1:
Level 1:
Deferred compensation plan liabilities (2)
Deferred compensation plan liabilities (2)
Deferred compensation plan liabilities (2)
Total

		As of December 31, 2022
		(In thousands)
		Amortized Cost		Gross Unrealized Loss		Gross Unrealized Gain		Estimated Fair Value
Assets:
Level 1:
Securities held in deferred compensation plan (1)		$	1,404	$	(328)	$	306	$	1,382
Total		$	1,404	$	(328)	$	306	$	1,382

Liabilities:
Level 1:
Deferred compensation plan liabilities (2)		$	1,407	$	(252)	$	578	$	1,733
Subtotal		1,407		(252)		578		1,733
Level 3:
Contingent consideration (3)		503		—		—		503
Subtotal		503		—		—		503
Total		$	1,910	$	(252)	$	578	$	2,236

1617

Table of Contents


		As of March 31, 2023											As of March 31, 2023
		(In thousands)											(In thousands)
		Amortized Cost									Amortized Cost	Gross Unrealized Loss	Gross Unrealized Gain	Estimated Fair Value
Assets:
Level 1:
Level 1:
Level 1:

Securities held in deferred compensation plan (1)

Securities held in deferred compensation plan (1)

Securities held in deferred compensation plan (1)

			As of March 31, 2022
			(In thousands)
			Amortized Cost		Gross Unrealized Loss		Gross Unrealized Gain		Estimated Fair Value
Assets:
Level 1:
Money market funds			$	71	$	—	$	—	$	71
Securities held in deferred compensation plan (1)			998		(106)		73		965
Subtotal			1,069		(106)		73		1,036

Level 2:
Commercial paper			7,499		—		—		7,499
US Treasuries			7,798		—		—		7,798
Subtotal			15,297		—		—		15,297

Total

Total

Total	Total		$	16,366	$	(106)	$	73	$	16,333

Liabilities:	Liabilities:
Liabilities:
Liabilities:
Level 1:
Level 1:
Level 1:	Level 1:
Deferred compensation plan liabilities (2)	Deferred compensation plan liabilities (2)		$	1,013	$	(106)	$	72	$	979
Subtotal			1,013		(106)		72		979
Deferred compensation plan liabilities (2)
Deferred compensation plan liabilities (2)

Level 3:
Level 3:
Level 3:	Level 3:
Contingent consideration (3)	Contingent consideration (3)		600		—		—		600
Contingent consideration (3)
Contingent consideration (3)
Transfer out
Subtotal	Subtotal		600		—		—		600
Total	Total		$	1,613	$	(106)	$	72	$	1,579

(1) Included in prepaid expenses and other current assets on the Company’s balance sheet.

(2) Included in accrued payroll and related expenses on the Company’s balance sheet.

(3) As of March 31, ~~2022, the short-term portion of~~2023, the balance of contingent consideration was included in accrued liabilities and the long-term portion was included in other long-term liabilities on the Company’s balance sheet. As of December 31, 2022, the balance of contingent consideration was all short-term and included in accrued liabilities ~~on the Company's balance sheet.~~

In accordance with the terms of the acquisition of the assets of TrafficCast completed on December 7, 2020, contingent consideration relating to an earnout of up to $1.0 million was recorded at its fair value of $0.6 million, of which $0.3 million was paid on April 1, 2022. The Company has recorded a net increase of $0.2 million in the ~~fair value of this contingent consideration as~~Company’s balance sheets. As of December 31, ~~2022, and~~2023, the current fair value remaining is $0.5 million and is due on March 31, 2023, if earned. The contingent consideration representing Level 3 fair value measurement was prepared using the following assumptions:


~~Assumptions~~
~~Risk free rate~~			~~0.14%~~
~~Counter party risk premium~~			~~8.20%~~
~~Revenue WACC~~			~~6.00%~~
~~Revenue volatility~~			~~25.00%~~

balance had been paid in full.

Unrealized losses related to 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, any of our investments before recovery of their cost basis. As a result, there was no other-than-temporary impairment for these investments as of December 31, ~~2022.~~2023.

5.Income Taxes

The effective tax rate used for interim periods is the estimated annual effective tax rate, based on the current estimate of full year results, except ~~that~~ taxes related to specific events, if any, are recorded in the interim period in which they occur.

~~Table of Contents~~

Income tax expense was $0.2 million, or 38.2% of pretax income, for the three ~~and~~months ended December 31, 2023 as compared to income tax expense of less than $0.1 million, or (1.3)% of pretax loss, for the three months ended December 31, 2022. Income tax expense was $0.3 million, or 8.5% of pretax income, for the nine months ended December 31, ~~2022 was approximately $0.0 million and~~2023 as compared to income tax expense of $0.1 million, or ~~(1.3)~~(1.1)% ~~and (1.1)%, respectively,~~ of ~~pre-tax loss, as compared with an expense of approximately $0.4 million and $0.2 million, or (18.5)% and (5.5)%, respectively, of pre-tax~~pretax loss, for the ~~three and~~ nine months ended December 31, ~~2021.~~2022.

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 we have experienced~~We previously recorded a full valuation allowance against our deferred tax assets due to our cumulative pre-tax ~~loss over the trailing three years,~~losses, and we continue to maintain a valuation allowance against our deferred tax assets. We intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.

~~On March 27, 2020, the CARES Act was enacted in response to the Pandemic. The CARES Act contains numerous income tax provisions, such as relaxing limitations on the deductibility~~

Table of interest and the use of net operating losses arising in taxable years beginning after December 31, 2017. The income tax provisions of the CARES Act had an immaterial impact on our current taxes, deferred taxes, and uncertain tax positions of the Company in the year ended March 31, 2022. The CARES Act also allows for the deferral of payroll taxes, as well as the immediate refund of federal Alternative Minimum Tax credits, which had previously been made refundable over a period of four years by the Tax Cuts and Jobs Act of 2017. As of December 31, 2022, the Company had repaid all amounts deferred under the CARES Act.Contents

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 industry, the Company is, and may in the future from time to time, be involved in disputes, proceedings, or litigation relating to claims arising out of its operations in the normal course of ~~business.~~business, such as intellectual property infringement and contractual matters. While the Company cannot accurately predict the outcome of any such disputes, proceedings, or litigation, including the matter described below, the Company is not a party to any legal dispute, proceeding or litigation, the outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on the Company’s business, unaudited condensed results of operations, financial position or cash flows.

The Company agreed to accept a $1.0 million return of inventory sold by the Company during Fiscal 2023, at the request of a prime contractor and related to a project that has been delayed. The Company is a subcontractor to the prime contractor on the delayed project, and there currently are no known issues with the product, nor is there currently any contention that there are issues with the product. Up to mid-July 2023 the Company believed the probability of the occurrence of a loss associated with this matter was remote. After meeting with the prime contractor beginning in mid-July 2023, the Company agreed to reassess the situation and agreed on August 7, 2023, to accept the inventory return. In the three months ended June 30, 2023, we recognized a pretax loss contingency of $0.2 million, comprised of $1.0 million in accrued liabilities representing the sale value of the inventory and $0.8 million in prepaid expenses and other current assets representing the estimated value of the inventory to be returned in the future. In the three months ended September 30, 2023, the inventory was returned, and the accrued liability was paid. As of December 31, 2023, there were no outstanding contingencies related to this inventory.

7.Right-of-Use Assets and Lease Liabilities

We have various operating leases for our offices, office equipment and vehicles in the ~~United States.~~U.S. These leases expire at various times through 2029. Certain lease agreements contain renewal options from 1 year to 5 years, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate.

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

~~Classification~~

~~December 31, 2022~~

~~(In thousands)~~

~~Assets~~

~~Operating lease right-of-use-assets~~

~~Right-of-use assets~~

~~8,834~~

~~Total operating lease right-of-use-assets~~

~~8,834~~

~~Liabilities~~

~~Operating lease liabilities (short-term)~~

~~Accrued liabilities~~

~~2,307~~

~~Operating lease liabilities (long-term)~~

~~Lease liabilities~~

~~8,228~~

~~Total lease liabilities~~

~~10,535~~


	Classification	December 31, 2023		March 31, 2023
		(In thousands)
Assets
Operating lease right-of-use-assets	Right-of-use assets	$	7,332	$	8,345
Total operating lease right-of-use-assets		$	7,332	$	8,345

Liabilities
Operating lease liabilities (short-term)	Accrued liabilities	$	2,345	$	2,339
Operating lease liabilities (long-term)	Lease liabilities	6,301		7,641
Total lease liabilities		$	8,646	$	9,980

~~Table of Contents~~

Lease Costs

We recorded approximately $0.6 million and ~~$2.0~~$1.9 million of lease costs in our unaudited condensed statements of operations for the three and nine months ended December 31, ~~2022~~2023, respectively, as compared to approximately ~~$0.7~~$0.6 million and ~~$2.1~~$2.0 million for the three and nine months ended December 31, ~~2021. The Company currently has no variable lease costs. The Company recorded a de minimis amount~~2022, respectively.

Table of sublease income for the three and nine months ended December 31, 2022 and December 31, 2021, which was included in loss from discontinued operations on the unaudited condensed statement of operations.Contents

Supplemental Information

~~The table below presents supplemental information~~Information related to the Company right-of-use assets and related operating ~~leases during the nine months ended December 31, 2022 (in thousands, except weighted average information):~~

Cash paid for amounts included in the measurement of operating lease liabilities $ 1,063
Weighted average remaining lease term (in years) 4.08
Weighted average discount rate 4.8 %
lease liabilities were as follows:


	Nine Months Ended December 31,
	2023			2022
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)	$	2,024		$	1,063
Weighted average remaining lease term (in years)	3.30			4.08
Weighted average discount rate	4.8		%	4.8		%

Maturities of Lease Liabilities

Maturities of lease liabilities as of December 31, ~~2022~~2023 were as follows:


Fiscal Year Ending March 31,	Fiscal Year Ending March 31,	Operating Leases		Fiscal Year Ending March 31,	Operating Leases
(In thousands)	(In thousands)
2023		$	724
2024
2024
2024	2024	2,720
2025	2025	2,479
2026	2026	2,149
2027	2027	2,178
2028
Thereafter	Thereafter	1,490
Total lease payments	Total lease payments	11,740
Less imputed interest	Less imputed interest	(1,205)
Present value of future lease payments	Present value of future lease payments	10,535
Less current obligations under leases	Less current obligations under leases	(2,307)
Long-term lease obligations	Long-term lease obligations	$	8,228

8.Stock-Based Compensation

We currently maintain two stock incentive plans, the 2007 Omnibus Incentive Plan and the 2016 Omnibus Incentive Plan (the “2016 Plan”). Of these plans, we may only grant future awards from the 2016 Plan. The 2016 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, time-restricted stock units (“~~RSUs"~~RSUs”), performance-based restricted stock units ("(“PSUs”), cash incentive awards and other stock-based awards. At December 31, ~~2022,~~2023, there were

Table of Contents

approximately ~~2.2~~1.4 million shares of common stock available for grant or issuance under the 2016 Plan. Total stock options vested and expected to vest were approximately ~~6.6~~5.9 million as of December 31, ~~2022.~~2023.

Stock Options

A summary of activity with respect to our stock options for the nine months ended December 31, ~~2022~~2023 is as follows:

~~Table of Contents~~

Options

Weighted
Average
Exercise
Price Per
Share

(In thousands)

Options outstanding at March 31, 2022

5,943

4.32

Weighted-
Average
Exercise
Price

(In thousands)

Options outstanding at March 31, 2023

Granted

895

3.13

Exercised

(28)

1.59

Forfeited

(159)

5.19

Expired

(43)

4.22

Options outstanding at December 31, 2022

6,608

4.15

Options outstanding at December 31, 2023

Restricted Stock Units

A summary of activity with respect to our RSUs, which entitle the holder to receive one share of our common stock for each RSU upon vesting, for the nine months ended December 31, ~~2022~~2023 is as follows:

# of Shares

Weighted
Average
Price Per
Share

(In thousands)

RSUs outstanding at March 31, 2022

451

4.12

Weighted-Average
Grant Date
Fair Value

(In thousands)

RSUs outstanding at March 31, 2023

Granted

262

3.16

Vested and released

(168)

5.26

Forfeited

(42)

5.23

RSUs outstanding at December 31, 2022

503

3.15

RSUs outstanding at December 31, 2023

Performance Stock Units

The ~~Company~~Board has approved ~~a total "target" number of 212,216~~ PSUs to our executive ~~officers.~~officers and certain Vice Presidents. Between 0% and 160% of the PSUs will be eligible to vest based on ~~average~~ annual performance during the three-year performance period relative to the revenues per share and cash flow from operations objectives to be established by the Compensation Committee at the beginning of each year. In addition, the final PSU vesting based on the revenues per share and cash flow from operations performance will be subject to a modifier between ~~.75x-1.25x~~0.75x-1.25x based on the Company's total shareholder return relative to the Russell 2000 ~~during~~for the span of the full three-year performance period, ~~for~~with a maximum achievement percentage of 200% of the "target" number of PSUs. The PSUs are amortized over a derived service period of 3three years. The value and the derived service period of the PSUs were estimated using the Monte-Carlo simulation model.

Table of Contents

The following table summarizes the details of the performance stock units:

# of Shares Weighted Average Price Per Share
(In thousands)
PSUs outstanding at March 31, 2022 115 $ 6.33
Granted 87 3.09
Vested (126) 5.11
Forfeited — —
PSUs outstanding at December 31, 2022 76 4.64

~~Table of Contents~~


	Shares	Weighted-Average Grant Date Fair Value
	(In thousands)
PSUs outstanding at March 31, 2023	83	$	4.45
Granted	223	2.60
Vested and released	(43)	4.98
Forfeited	(59)	3.61
PSUs outstanding at December 31, 2023	204	2.56

Stock-Based Compensation Expense

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


	Three Months Ended December 31,										Three Months Ended December 31,			Nine Months Ended December 31,
	2023									2023		2022	2023		2022
	(In thousands)												(In thousands)
Cost of revenues
General and administrative
Sales and marketing
Research and development
Total stock-based compensation
		Three Months Ended December 31,				Nine Months Ended December 31,
		2022		2021		2022		2021
		(In thousands)				(In thousands)
Cost of revenues		$	79	$	53	$	221	$	161
General and administrative expense		192		589		1,157		1,864
Sales and marketing		110		74		304		217
Research and development expense		57		52		300		154
Total stock-based compensation		$	438	$	768	$	1,982	$	2,396

As of December 31, ~~2022,~~2023, there was approximately ~~$4.3~~$3.3 million, ~~$1.2~~$2.0 million and ~~$0.1~~$0.2 million of unrecognized compensation expense related to unvested stock options, RSUs and PSUs, respectively. This expense is currently expected to be recognized over a weighted average period of approximately ~~2.9~~2.7 years for stock options, ~~1.7~~2.0 years for RSUs and ~~1.5~~1.7 years for PSUs. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional stock options, RSUs or other stock-based awards.

Other Stock-Based Compensation Plans

We currently maintain an ~~Employee Stock Purchase Plan (“ESPP”) which~~ESPP that allows employees to have a percentage of their base compensation withheld to purchase the Company’s common stock at 95% of the lower of the fair market price at the beginning of the offering period and on the last trading day of the offering period. There are two offering periods during a calendar year, which consist of the six months beginning each January 1 and July 1. Employees may contribute 1-15% of their eligible gross pay up to a $0.03 million annual stock value limit. In ~~July 2022, 84,426~~the nine months ended December 31, 2023, employees purchased 92,097 shares ~~related to~~at the end of the first offering period of Fiscal ~~2023 were purchased. In July 2021, 44,449~~2024, compared to 84,426 shares ~~related to~~purchased at the end of the first offering period of Fiscal ~~2022 were purchased.~~2023.

Deferred Compensation Plan

Effective October 1, 2020, the Company adopted the Iteris, Inc. Deferred Compensation Plan (the ~~"DC Plan"~~“DC Plan”). The DC Plan consists of two plans, one that is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the Company within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and one for the benefit of non-employee members of our board of directors. Key employees, including our executive officers, and our non-employee directors who are notified regarding their eligibility to participate and delivered the DC Plan enrollment materials are eligible to participate in the DC Plan. Under the DC Plan, we provide participants with the opportunity to make annual elections to defer a percentage of their eligible cash compensation and equity awards. A participant is always 100% vested in his or her own elective cash deferrals and any earnings thereon. Elective deferrals of equity awards are credited to a bookkeeping account established in the name of the participant with respect to an equivalent number of shares

Table of Contents

of our common stock, and such credited shares are subject to the same vesting conditions as are applicable to the equity award subject to the election. The Company established a rabbi trust to finance our obligations under the DC Plan with corporate-owned life insurance policies on participants, and the assets held within this trust are subject to the claims of the Company's creditors. The assets and liabilities are recorded at their fair value, which represents their respective amortized cost values plus any unrealized gains or losses. Refer to Note 4, Fair Value Measurements, for further detail on the DC ~~plan.~~Plan.

9.Stock Repurchase Program

On August 9, 2012, the Board approved a stock repurchase program pursuant to which we could acquire up to $3.0 million of our outstanding common stock for an unspecified length of time. Under the program, we could repurchase shares from time to time in the open market and privately negotiated transactions and block trades, and could also repurchase shares pursuant to a 10b5-1 trading plan during our closed trading windows. There was no guarantee as to the exact number of shares that would be repurchased. We reserved the right to modify or terminate the repurchase program at any time without prior notice.

~~Table of Contents~~

On November 6, 2014, the Board approved a $3.0 million increase to the Company’s 2012 stock repurchase program, pursuant to which the Company could continue to acquire shares of its outstanding common stock from time to time for an unspecified length of time. From the inception of the 2012 stock repurchase program on through its termination on May 12, 2022, we repurchased approximately 2,458,000 shares of our common stock for an aggregate price of approximately $4.3 million, at an average price per share of $1.73. As of December 31, ~~2022,~~2023, these repurchased shares had been retired and resumed their status as authorized and unissued shares of our common stock.

On May 12, 2022, the Board of Directors ~~terminated the 2012 stock repurchase program and~~ approved a new plan for the ~~company~~Company to acquire up to $10.0 million of ~~our~~its outstanding common stock for an unspecified length of time. Under the 2022 stock repurchase 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. There is no guarantee as to theexact number of shares that will be repurchased. We may modify or terminate the repurchase program at any time without prior notice. ~~No shares were repurchased during~~

During the ~~three months~~quarter ended December 31, ~~2022. During the nine months ended December 31, 2022,~~2023, we repurchased ~~0.3 million~~39,861 shares for an aggregate price of approximately ~~$0.9~~$0.2 million at an average price of ~~$2.90~~$4.59 per share. From the inception of the 2022 stock repurchase program through December 31, 2023, we repurchased approximately 339,861 shares of our common stock for an aggregate price of approximately $1.1 million, at an average price per share of $3.14. As of December 31, ~~2022 approximately $9.1 million remained available for the repurchase~~2023, these repurchased shares had been retired and resumed their status as authorized and unissued shares of our common ~~stock under our current program.~~stock.

10.Business Segments

The Company's Chief Operating Decision Maker ~~("CODM"~~(“CODM”), who is our Chief Executive Officer, reviews the Company's results on a consolidated basis and our financial results are presented under a single reporting segment in order to provide the most accurate representation of the Company's performance.

11.Long-Term Debt

On January 25, 2022, Iteris, Inc., entered into a Credit Agreement (the “Credit Agreement”) with Capital One, National Association, as agent.

The Credit Agreement provided for a $20 million revolving credit facility with a maturity date of January 24, 2026. In addition, the Company had the ability from time to time to increase the revolving commitments up to an additional aggregate amount not to exceed $40 million, subject to receipt of lender commitments and certain conditions precedent. The Credit Agreement that evidenced the facility contained customary representations, warranties, covenants, and events of default. The Credit Agreement was collateralized by substantially all of our property and assets, including intellectual property. The Credit Agreement also contained certain restrictions and covenants that required the Company to maintain, on an ongoing basis, (i) a leverage ratio of no greater than 3.00 to 1.00 and (ii) a fixed charge coverage ratio of not less than 1.25 to 1.00. The leverage ratio also determined the applicable interest rate under the Credit Agreement. Borrowings under the revolving credit facility accrued interest at a rate equal to either Secured Overnight Financing Rate ~~("SOFR"~~(“SOFR”) or a specified base rate, at the Company’s option, plus an applicable margin. The applicable margins ranged from 2.00% to 2.80% per annum for SOFR loans and 1.00% to 1.80% per annum for base rate loans. The revolving credit facility was subject to a commitment fee payable on the unused revolving credit facility commitments ranging from 0.25% to 0.35%, that was dependent on the Company’s leverage ratio.

Table of Contents

On September 12, 2022, the Company voluntarily terminated the Credit Agreement and expensed the remaining capitalized deferred financing costs. The Company had not borrowed against the Credit Agreement since its inception, but the Company continued to incur customary fees thereunder prior to this termination. In connection with the termination of the Credit Agreement, all liens securing such obligations and guarantees of such obligations were released. Amortization of the deferred financing costs and commitment fees on the unused revolving credit facility commitments of $0.3 million are included in ~~Interest Income (Expense)~~interest income (expense), net on the unaudited condensed statement of operations. As of December 31, ~~2022,~~2023, no amounts of capitalized deferred financing costs remained.

2224

Table of Contents

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

Forward-Looking Statements

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),~~“expect,” ~~“feel(s),~~“believe,” ~~“believe(s),~~“intend,” ~~“intend(s),” “plan(s),~~“plan,” “should,” “will,” “may,” "might," ~~“anticipate(s),~~“anticipate,” ~~“estimate(s),~~“estimate,” “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, ~~and~~ the market acceptance of our products and ~~services.~~services, competition, the impacts of any current or future litigation, the impacts of recent accounting pronouncements, the impacts of ongoing and new supply chain constraints, the status of our facilities and product development, reliance on key personnel, general economic conditions, including rising interest rates, the impacts of any future volatility or instability in national or international political conditions, any shutdown of the United Sates federal government, future impacts of COVID-19, and other characterizations of future events or circumstances are forward-looking statements. You should not place undue reliance on these forward-looking statements that speak only as of the date hereof. 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 and adversely from those ~~projected,~~projected. We encourage you to carefully read this report in conjunction with our annual report on Form 10-K in its entirety, including ~~any ongoing or new supply chain constraints, other impacts of~~ the ~~COVID-19 pandemic, any current or future litigation, reliance on key personnel, general economic conditions including rising interest rates and~~various disclosures made by us which describe certain factors which could affect our business, such as those set forth in the ~~federal government deadlock over the debt ceiling, as well as the other matters included in~~ “Risk Factors” ~~set forth~~of in Part II. Item 1A of this ~~report. You should read all of those carefully~~report, before deciding to invest in our ~~company~~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.

Overview

General

We are a provider of smart mobility infrastructure management solutions. Our cloud-enabled solutions help public transportation agencies, municipalities, commercial entities and other transportation infrastructure providers monitor, visualize, and optimize mobility infrastructure to make mobility safe, efficient, and sustainable for everyone.

~~Recent~~ Developments

~~Impact of COVID-19 on Our~~ Impacting our Business

COVID-19

~~The~~Although COVID-19 ~~pandemic (the “Pandemic”)~~ has ~~materially~~entered an endemic stage, COVID-19 (or other future pandemics) may continue to adversely ~~impacted~~affect the global economic conditions. COVID-19 continues to have an unpredictable and unprecedented impact on the global economy. Though there has been a trend of increasing availability of COVID-19 vaccines, as well as an easing of restrictions on social, business, travel and government activities and functions, infection rates continue to fluctuate and federal, state and local government regulations continue to rapidly change. The uncertainties caused by the Pandemic include, but are not limited to,conditions, including possible additional supply chain disruptions, workplace dislocations, economic contraction, and ~~downward~~negative pressure on ~~some~~ customer budgets and customer ~~sentiment in general. Due to the Pandemic,~~sentiment. When COVID-19 was considered a public health emergency, we have experienced supply chain and work delays on certain projects. Should such conditions continue or worsen or should longer-term budgets or priorities of our clients be impacted, the Pandemic could further negatively affect our business, results of operations and financial condition. The extent of the impact of the Pandemic on our business and financial results, and the volatility of our stock price will depend largely on future developments, including the duration of the Pandemic, new and potentially more contagious variants, such as the Delta and Omicron variants, the impact on capital and financial markets, the distribution, rate of adoption and efficacy of vaccines, and the related impact on the budgets and financial circumstances of our customers and suppliers, all of which are highly uncertain and cannot be reasonably estimated as of the date of this report.

~~Table of Contents~~

~~inventory orders for certain products in advance of our normal lead times to secure normal and incremental future supply and capacity and may need to continue to do so in the future.~~

Due to the supply chain environment, the Company increased inventory by approximately $4.5 million during the nine months ended December 31, 2022 as part of the Company's supply chain strategy. During the three months ended December 31, 2022, inventory decreased from September 30, 2022 by a net $0.4 million and we had working capital of approximately $24.7 million as of December 31, 2022. The cash flow used in operating activities of our continuing operations was approximately $10.8 million, resulting in $2.8 million of cash provided by continuing operations during the three months ended December 31, 2022. Cash used during the fiscal year was primarily driven by the planned increase in inventory and the continued re-design of certain circuit boards as part of the Company’s supply chain strategy to help assure the Company has enough product to satisfy customer demand, and the net operating loss as a result of higher inventory component costs related to the global supply chain constraints. The Company's tactics to mitigate ~~the current~~ global supply chain issues included re-designing certain circuit boards to accommodate computer chips that are more readily available in the market at more reasonable prices, and by accumulating inventory in the first two quarters of the fiscal year ~~2023.~~ended March 31, 2023 (“Fiscal 2023”). We also placed non-cancellable inventory orders for certain products in advance of our normal lead times to secure normal and incremental future supply and capacity. The increase in inventory purchases and in particular components purchased in the secondary markets ~~has been~~was curtailed in the second half of Fiscal 2023, and the Company currently does not expect to continue to accumulate inventory, in the ~~future, in the~~ same magnitude, in future periods. However, ~~we might encounter~~if the Company encounters additional ~~supply-chain~~supply chain constraints again in the ~~future. If we do, the company~~future, it may need to further adjust its operations to ~~have~~maintain sufficient liquidity.

Table of ~~the CARES Act, including the payroll tax deferral and the alternative minimum tax acceleration. Refer to Note 5, Income Taxes, for more information.~~Contents

The Pandemic has had an impact on the Company’s human capital. While our Santa Ana product and commercial operations facility has remained open throughout the Pandemic, easing of Pandemic restrictions imposed by local and state authorities has allowed a larger portion of our workforce to return to our various facilities while others continue to work remotely. The Company’s information technology infrastructure has proven sufficiently flexible to minimize disruptions in required duties and responsibilities. Additionally, we have been able to timely file financial reports. We believe we have the infrastructure to efficiently work remotely during the Pandemic.

Climate Change

We take climate change and the risks associated with climate change seriously. Increased frequency of severe and extreme weather events associated with climate change could adversely impact our facilities, interfere with intersection construction projects, and have a material impact on our financial condition, cash flows and results of operations. More extreme and volatile temperatures, increased storm intensity and flooding, and more volatile precipitation are among the weather events that are most likely to impact our business. We are unable to predict the timing or magnitude of these events. However, we perform ongoing assessments of physical risk, including physical climate risk, to our business and efforts to mitigate these physical risks continue to be implemented on an ongoing basis.

As a global leader in smart mobility infrastructure management, ~~our~~we are committed to a cleaner, healthier and more sustainable future. Our core business ~~also~~ aims to reduce climate impact through our work with public and private-sector partners to ~~increase~~improve the efficiency of mobility, which, among other things has the benefit of reducing carbon ~~emissions, all as part of our commitment to a cleaner, healthier and more sustainable future. By~~emissions. For example, by reducing vehicle delays and stops ~~as part of~~through traffic signal timing projects, improving the efficiency and fuel consumption of public transit via signal priority programs, and reducing time spent roadside for heavy-emitting commercial freight vehicles during inspection, ~~to name just a few examples,~~ our industry-leading portfolio of smart mobility infrastructure management solutions is currently helping cities and states to reduce their carbon footprint. Additionally, we continue to enhance the design of our sensors to withstand increasingly extreme weather conditions.

~~Table of Contents~~

Non-GAAP Financial Measures

~~Adjusted~~Net income (loss) ~~from continuing operations~~ before interest, taxes, depreciation, amortization, stock-based compensation expense, restructuring charges, project loss reserves, other legal expenses, and executive severance and transition costs ~~and acquisition earnout payments~~ (“Adjusted EBITDA”) was approximately $3.1 millionand $10.0 million for the three and nine months ended December 31, 2023, respectively, as compared to approximately $(0.4) million and $(8.0) million for the three and nine months ended December 31, 2022, ~~as compared to approximately $0.1 million and $5.5 million for the three and nine months ended December 31, 2021,~~ respectively.

When viewed with our financial results prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and accompanying reconciliations, we believe Adjusted EBITDA ~~provides~~and the related financial ratios provide additional useful information to clarify and enhance the understanding of the factors and trends affecting our past performance and future prospects. We define these measures, explain how they are calculated and provide reconciliations of these measures to the most comparable GAAP measure in the table below. Adjusted EBITDA and the related financial ratios, as presented in this Quarterly Report on Form 10-Q (“Form 10-Q”), are supplemental measures of our performance that are not required by or presented in accordance with GAAP. They are not a measurement of our financial performance under GAAP and should not be considered as alternatives to net income (loss) or any other performance measures derived in accordance with GAAP, or as an alternative to net cash provided by (used in) operating activities as measures of our liquidity. The presentation of these measures should not be interpreted to mean that our future results will be unaffected by unusual or nonrecurring items.

We use Adjusted EBITDA non-GAAP operating performance measures internally as complementary financial measures to evaluate the performance and trends of our businesses. We present Adjusted EBITDA and the related financial ratios, as applicable, because we believe that measures such as these provide useful information with respect to our ability to meet our operating commitments.

Adjusted EBITDA and the related financial ratios have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

•They generally do not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;

•They do not reflect changes in, or cash requirements for, our working capital needs;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

•They are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;

•They do not reflect the impact on earnings of charges resulting from matters unrelated to our ongoing operations; and

•Other companies in our industry may calculate Adjusted EBITDA differently than we do, ~~whereby~~thereby limiting its usefulness as comparative measures.

Because of these limitations, Adjusted EBITDA and the related financial ratios should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information. See our unaudited condensed financial statements contained in this Form 10-Q. However, in spite of the above limitations, we believe that Adjusted EBITDA and the related financial ratios are useful to an investor in evaluating our results of operations because these measures:

•Are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such terms, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors;

•Help investors to evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating performance; and

•Are used by our management team for various other purposes including presentations to our Board of Directors as a basis for strategic planning and forecasting.

The following financial items have been added back to or subtracted from our net income (loss) when calculating Adjusted EBITDA:

•Income tax. This amount may be useful to investors because it represents the taxes that might be payable for the period and the change in deferred taxes during the period, and therefore could reduce cash flow available for use in our business.

~~Table of Contents~~

•Depreciation expense. Iteris excludes depreciation expense primarily because it is a non-cash expense. These amounts may be useful to investors because it generally represents the wear and tear on our property and equipment used in our operations.

•~~Amortization.~~Amortization expense. Iteris incurs amortization of intangible assets in connection with acquisitions. Iteris also incurs amortization related to capitalized software development costs. Iteris excludes these items because it does not believe that these expenses are reflective of ongoing operating results in the period incurred. These amounts may be useful to investors because ~~it represents~~they represent the estimated attrition of our acquired customer base and the diminishing value of product rights.

•Interest income and expense. Iteris excludes interest income and expense because it does not believe this item is reflective of ongoing business and operating results. This amount may be useful to investors for determining current cash flow. For the three and nine months ended December 31, 2022, interest expense includes amortization of the remaining capitalized deferred financing costs due to the termination of the Credit Agreement in Fiscal 2023 (see Note ~~11)~~11, Long-Term Debt, to the Financial Statements for more information).

•Stock-based compensation. These expenses consist primarily of expenses from employee and director ~~equity based~~equity-based compensation plans. Iteris excludes stock-based compensation primarily because they are non-cash expenses and Iteris believes that it is useful to investors to understand the impact of stock-based compensation to its results of operations and current cash flow.

•Other legal expenses. Iteris excludes legal expenses that it believes are infrequent, unusual and not reflective of ongoing operating results in the period incurred. These amounts may be useful to our investors in evaluating our core operating performance. We do not adjust for any ordinary course legal expenses. For the three and nine months ended December 31, 2023, other legal expenses consist of costs related to a specific breach of contract dispute for which the Company previously expected a settlement to be reached, however, due to a change in facts and circumstances that now point to a more protracted and costly process, we included the legal costs of $0.8 million incurred during the three months ended December 31, 2023 and $1.9 million for the nine months ended December 31, 2023. The matter is currently scheduled to go to trial in April 2024, so related costs will likely increase in the near term. The Company believes that an outcome resulting in a loss is remote. There were no such costs in the prior year periods.

•Restructuring charges. These expenses consist primarily of employee separation expenses, facility termination costs, and other expenses associated with Company restructuring activities. Iteris excludes these expenses as it does not believe that these expenses are reflective of ongoing operating results in the period incurred. These amounts may be useful to our investors in evaluating our core operating performance.

•~~Project loss reserves.~~ These expenses consist primarily of expenses incurred to complete a software development contract that will not be recoverable and largely related to previously incurred and capitalized costs for non-recurring engineering activity. Iteris excludes these expenses as it does not believe that these expenses are reflective of ongoing operating results in the period incurred. These amounts may be useful to our investors in evaluating our core operating performance.

•~~Executive severance and transition costs.~~ Iteris excludes executive severance and transition costs because it does not believe that these expenses are reflective of ongoing operating results in the period incurred. These amounts may be useful to our investors in evaluating our core operating performance.

•~~Acquisition earnout payments.~~ These expenses are a result of the TrafficCast International, Inc. acquisition in December, 2020 and are the final earnout payments per the acquisition agreement. Iteris excluded these expenses as it does not believe that these expenses are reflective of ongoing operating results in the period incurred. These amounts may be useful to our investors in evaluating our core operating performance.

Reconciliations of net ~~loss from continuing operations~~income (loss) to Adjusted EBITDA and the presentation of Adjusted EBITDA as a percentage of total revenues were as follows:


		Three Months Ended December 31,						Nine Months Ended December 31,
		2022			2021			2022			2021
		(In Thousands)						(In Thousands)
Net loss from continuing operations		$	(2,049)		$	(2,402)		$	(14,311)		$	(3,862)
Income tax expense		27			375			149			201
	Three Months Ended December 31,																				Three Months Ended December 31,								Nine Months Ended December 31,
	2023																	2023				2022					2023						2022
	(In Thousands)																										(In Thousands)
Net income (loss)														Net income (loss)	$	355			$	(2,049)				$	3,031					$	(14,311)
Provision for income taxes														Provision for income taxes	219				27					281						149
Depreciation expense	Depreciation expense	153			203			461			629			Depreciation expense	136				153					422						461
Amortization expense	Amortization expense	770			810			2,396			2,428			Amortization expense	779				770					2,349						2,396
Interest expense		—			—			332			—
Interest (income) expense														Interest (income) expense	(39)				—					(109)						332
Stock-based compensation	Stock-based compensation	438			768			1,982			2,396			Stock-based compensation	822				438					2,218						1,982
Other adjustments:	Other adjustments:
Restructuring charges	Restructuring charges	—			—			707			—
Project loss		—			—			—			3,394
Executive severance and transition costs		—			340			—			340
Restructuring charges
Restructuring charges															—								—					707
Other legal expenses														Other legal expenses	835				—					1,854						—
Acquisition earnout payments	Acquisition earnout payments	248			—			248			—			Acquisition earnout payments	—				248					—						248
Adjusted EBITDA	Adjusted EBITDA	$	(413)		$	94		$	(8,036)		$	5,526		Adjusted EBITDA	$	3,107			$	(413)				$	10,046					$	(8,036)
Percentage of total revenues	Percentage of total revenues	(1.0)		%	0.3		%	(7.1)		%	5.6		%	Percentage of total revenues	7.4		%		(1.0)		%			7.8		%				(7.1)		%

Key Business Metrics

We define Annual Recurring Revenue (“ARR”) as our revenue recognized under U.S. GAAP during a reporting period for our software as a service (“SaaS”), data as a service (“DaaS”), and managed services we provide to our customers. These services typically are secured through binding multi-year contracts or are subject to annual renewals. ARR is an important key performance metric we use in managing our business because it reflects a more predictable and stable component of our revenues, as well as a base from which we can expand our ongoing relationships with existing customers. Fluctuations in ARR can reflect a variety of factors including increases or decreases in multi-year contracts, as well as specific contract inception and termination dates because we do not annualize revenues included in ARR.

~~Table~~

Backlog is an operational measure representing future unearned revenue amounts believed to be firm that are to be earned under our existing agreements, but it does not represent the total contract award if a firm commitment, purchase order or task order has not yet been issued under the contract, and are not included in deferred revenue on our balance sheets. Backlog includes new bookings but does not include announced orders for which definitive contracts have not been executed. We typically expect to recognize revenue in the range of ~~Contents~~approximately two-thirds to three-quarters of our backlog as of the end of a fiscal year in the subsequent fiscal year. We believe backlog is a useful metric for investors, given its relevance to total orders, although there can be no assurances we will recognize revenue from bookings or backlog timely.

Critical Accounting Policies and Estimates

"“Management's Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” is based on our unaudited condensed financial statements included herein, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting ~~period. Our significant accounting policies are summarized in~~periods (see Note 1,Description of Business and Summary of Significant Accounting Policies, to the Financial ~~Statements.~~Statements for more information). In preparing our financial statements in accordance with GAAP and pursuant to the rules and regulations of the SEC, we make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base our estimates, assumptions and judgments on historical experience and other factors that we believe are reasonable. We evaluate our estimates, assumptions and judgments on a regular basis and apply our accounting policies on a consistent basis. We believe that the estimates, assumptions and judgments involved in the accounting for revenue recognition, goodwill, and income taxes have the most potential impact on our financial statements. Historically, our estimates, assumptions and judgments relative to our critical accounting policies have not differed materially from actual results.

Recent Accounting Pronouncements

Refer to Note 1, Description of Business and Summary of Significant Accounting Policies, to our Unaudited Condensed Financial Statements, included in Part I, Item 1 of this report for a discussion of applicable recent accounting pronouncements.

Analysis of Quarterly Results from Continuing Operations

Total Revenues. The following table presents ~~our~~details of total revenues for the three and nine months ended December 31, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended December 31,				$ Increase (decrease)				% Change
		2022		2021
		(In thousands, except percentages)
	Three Months Ended December 31,																			Three Months Ended December 31,												$ Increase (decrease)						% Change
	2023
		(In thousands, except percentages)
		(In thousands, except percentages)
		(In thousands, except percentages)
Product revenues	Product revenues	$	22,852	$	15,870			$	6,982			44.0	%	Product revenues	$	23,133	$				$	22,852		$				$	281		1.2				1.2		%
Service revenues	Service revenues	17,834		16,134		1,700				10.5	%	Service revenues	18,996			17,834			17,834				1,162				1,162			6.5				6.5		%
Total revenues	Total revenues	$	40,686	$	32,004	$	8,682			27.1	%	Total revenues	$	42,129		$		$	40,686			$			$	1,443			3.5				3.5	%


		Nine Months Ended December 31,				$ Increase (decrease)				% Change
		2022		2021
		(In thousands, except percentages)
	Nine Months Ended December 31,																			Nine Months Ended December 31,												$ Increase (decrease)						% Change
	2023
		(In thousands, except percentages)
		(In thousands, except percentages)
		(In thousands, except percentages)
Product revenues	Product revenues	$	60,021	$	51,632			$	8,389			16.2	%	Product revenues	$	70,189	$				$	60,021		$				$	10,168		16.9				16.9		%
Service revenues	Service revenues	53,591		47,704		5,887				12.3	%	Service revenues	59,048			53,591			53,591				5,457				5,457			10.2				10.2		%
Total revenues	Total revenues	$	113,612	$	99,336	$	14,276			14.4	%	Total revenues	$	129,237		$		$	113,612			$			$	15,625			13.8				13.8	%

Product revenues primarily consist of product sales, but also includes OEM products for the traffic signal markets, as well as third-party product sales for installation under certain construction-type contracts. Product revenues for the three months ended December 31, ~~2022~~2023 increased ~~44%~~1.2% to ~~$22.9~~$23.1 million, as compared to ~~$15.9~~$22.9 million in the corresponding period in the prior year, primarily due to continued strong demand for our ~~hardware solutions~~sensors. Additionally, in the first six months of Fiscal 2023, supply chain constraints pushed pent-up demand into the third quarter of Fiscal 2023 when supply availability improved. In contrast, product revenues in the third quarter of Fiscal 2024 reflect a more typical seasonality, due to a reduction in intersection construction and ~~our circuit board redesign efforts allowing us~~repairs during the third quarter winter months due to ~~ship more product.~~
inclement weather conditions and holiday periods.

Service revenues consist of software, managed services, systems integration, and consulting services revenues. In certain instances, the lack of third-party product and/or subcontractor service availability can impact the timing of systems integration projects and associated revenue recognition. Service revenues for the three months ended December 31, ~~2022~~2023 increased ~~10.5%~~6.5% to ~~$17.8~~$19.0 million, compared to ~~$16.1~~$17.8 million in the corresponding period in the prior year. This increase was due to continued ~~adoption~~acceleration of ~~Iteris' ClearMobility Platform~~consulting services revenue in a period that is normally seasonally constrained due to holidays and ~~increased software and managed services revenue.~~inclement weather that impact the number of billable hours relative to other quarters. Total annual recurring revenue, which we define as ~~all~~revenue from software and managed ~~services revenue~~service contracts, was ~~23%~~approximately 24.1% and 23.4% of total revenue for the ~~three months~~three-month periods ended December 31, ~~2022~~2023 and ~~25% of total revenue for the three months ended~~ December 31, ~~2021.~~2022, respectively.

Total revenues for the three months ended December 31, ~~2022~~2023 increased ~~27.1%~~3.5% to ~~$40.7~~$42.1 million, compared to ~~$32.0~~$40.7 million in the corresponding period in the prior year due to the aforementioned reasons.

~~Table of Contents~~

Product revenues for the nine months ended December 31, ~~2022~~2023 increased ~~16.2%~~16.9% to ~~$60.0~~$70.2 million, as compared to ~~$51.6~~$60.0 million in the corresponding period in the prior year, primarily due to continued strong demand for our ~~hardware solutions~~sensors and our circuit board redesign efforts allowing us to reduce the impact of supply chain issues that constrained our ability to ship ~~more~~ product in the ~~current fiscal~~prior year.

Service revenues for the nine months ended December 31, ~~2022~~2023 increased ~~12.3%~~10.2% to ~~$53.6~~$59.0 million, compared to ~~$47.7~~$53.6 million in the corresponding period in the prior year. This increase was due to continued ~~adoption~~acceleration of ~~Iteris' ClearMobility Platform and increased software and managed~~consulting services revenue. Total annual recurring revenue, which we define as ~~all~~revenue from software and managed ~~services revenue~~service contracts, was ~~26%~~approximately 24.5% of total revenue for the nine months ended December 31, ~~2022~~2023 and ~~25%~~26.0% of total revenue for the ~~nine months ended December 31, 2021.~~same period last year.

Total revenues for the nine months ended December 31, ~~2022~~2023 increased ~~14.4%~~13.8% to ~~$113.6~~$129.2 million, compared to ~~$99.3~~$113.6 million in the corresponding period in the prior year due to the aforementioned reasons.

The Company added approximately $31.4 million of new bookings, or potential revenue under binding agreements, during the third quarter of Fiscal 2024. The Company's total ending backlog increased 1.0% to approximately $113.3 million as of December 31, 2023, as compared to approximately $112.2 million as of December 31, 2022.

Gross Profit and Gross Margin

The following tables present details of our gross profit for the three and nine months ended December 31, 2023 and 2022:


	Three Months Ended December 31,						$ Increase (decrease)		% Change
	2023			2022
	(In thousands, except percentages)
Product gross profit	$	10,148		$	6,871		$	3,277	47.7	%
Service gross profit	5,401			4,949			452		9.1	%
Total gross profit	$	15,549		$	11,820		$	3,729	31.5	%

Product gross margin as a % of product revenues	43.9		%	30.1		%
Service gross margin as a % of service revenues	28.4		%	27.8		%
Total gross margin as a % of total revenues	36.9		%	29.1		%


	Nine Months Ended December 31,						$ Increase (decrease)		% Change
	2023			2022
	(In thousands, except percentages)
Product gross profit	$	32,014		$	12,357		$	19,657	159.1	%
Service gross profit	16,602			16,173			429		2.7	%
Total gross profit	$	48,616		$	28,530		$	20,086	70.4	%

Product gross margin as a % of product revenues	45.6		%	20.6		%
Service gross margin as a % of service revenues	28.1		%	30.2		%
Total gross margin as a % of total revenues	37.6		%	25.1		%

Our product gross margin as a percentage of product revenues for the three and nine months ended December 31, 2023 increased approximately 1,380 basis points and 2,500 basis points, respectively, compared to the corresponding period in the prior year. The increase was primarily due to alleviating the Company's supply chain issues we had in the previous year, and realizing the gross margin benefits from the introduction of our alternative circuit boards and other elements of our supply chain improvement plan.

Our service gross margin as a percentage of service revenues for the three and nine months ended December 31, 2023 increased approximately 60 basis points and decreased approximately 210 basis points respectively, compared to the corresponding period in the prior year. A key driver of the increase during the three months ended December 31, 2023 was improved consulting labor mix, while the decrease during the nine months ended December 31, 2023 was due to a higher proportion of cost of revenue related to subcontractors and higher costs for data we purchased during Fiscal 2023.

Our total gross margin as a percentage of total revenues for the three and nine months ended December 31, 2023 increased approximately 780 basis points and 1,250 basis points, as compared to the corresponding prior year periods due to the aforementioned reasons.

We plan to continue to focus on securing new contracts and ~~extending~~to extend and/or ~~continuing~~continue our existing relationships with both key public-sector and private-sector ~~customers that have projects in their final project phases.~~customers. While we believe our ability to obtain additional large contracts will contribute to overall revenue growth, the mix of subcontractor revenue and third-party product sales to our public-sector customers will likely affect the related total gross profit from period to period, as total revenues derived from subcontractors

and third-party product sales generally have lower gross margins than revenues generated by our own products and professional services.

Backlog is an operational measure representing future unearned revenue amounts believed to be firm that are to be earned under our existing agreements and are not included in deferred revenue on our balance sheets. Backlog includes new bookings but does not include announced orders for which definitive contracts have not been executed. In many cases, backlog is less than the sum total contract value of all our customer agreements. We believe backlog is a useful metric for investors, given its relevance to total orders, but there can be no assurances we will recognize revenue from bookings or backlog timely or ever. Total backlog was approximately $112.2 million as of December 31, 2022 compared to approximately $92.3 million as of December 31, 2021.

~~Gross Profit and Gross Margin~~

~~The following tables present details of our gross profit and gross margin for the three and nine months ended December 31, 2022 and 2021:~~

Three Months Ended December 31, $
Increase (decrease) %
Change
2022 2021
(In thousands, except percentages)
Product gross profit $ 6,871 $ 5,481 $ 1,390 25.4 %
Service gross profit 4,949 5,613 (664) (11.8) %
Total gross profit $ 11,820 $ 11,094 $ 726 6.5 %
Product gross margin as a % of product revenues 30.1 % 34.5 %
Service gross margin as a % of service revenues 27.8 % 34.8 %
Total gross margin as a % of total revenues 29.1 % 34.7 %

Nine Months Ended December 31, $
Increase %
Change
2022 2021
(In thousands, except percentages)
Product gross profit $ 12,357 $ 22,703 $ (10,346) (45.6) %
Service gross profit 16,173 13,614 2,559 18.8 %
Total gross profit $ 28,530 $ 36,317 $ (7,787) (21.4) %
Product gross margin as a % of product revenues 20.6 % 44.0 %
Service gross margin as a % of service revenues 30.2 % 28.5 %
Total gross margin as a % of total revenues 25.1 % 36.6 %

~~Table of Contents~~

~~Our product gross margin as a percentage of product revenues for the three~~General and nine months ended December 31, 2022 decreased approximately 440 basis points and 2,340 basis points, respectively, compared to the corresponding periods in the prior year. The decline was primarily due to global supply chain constraints that prevented the Company from sourcing certain electronics components (most notably semiconductors) through traditional channels at normal prices. To maintain customer loyalty, increase market penetration, and build buffer stock to reduce future shipping disruptions, the Company sourced various components from electronics brokers (or aftermarket brokers) at elevated prices. Electronics brokers typically require buyers to pay upon receipt, whereas traditional sources offer standard payment terms. While this dynamic impacted working capital and cash flow in the prior periods, the Company saw improvement in the third quarter of fiscal 2023 upon the release of new circuit board designs that have qualified components from traditional supplier channels at more reasonable prices. The Company began shipping the new circuit board designs in the third quarter, which increased the product gross margins 2,640 basis points from 3.7% in the prior quarter.Administrative

Our service gross margin as a percentage of service revenues for the three months ended December 31, 2022 decreased approximately 700 basis points and increased approximately 170 basis points, respectively, as compared to the corresponding periods in the prior year. The decrease for the three months ended December 31, 2022 as compared to the three months ended December 31, 2021 was primarily due to timing of certain extension contracts, the contract mix, an increase in the amount of subcontractors on such contracts, and increased data costs on our SaaS platforms. Revenue generated from our subcontractors generally results in lower gross margins than revenue from direct labor. The increase for the nine months ended December 31, 2022 as compared to the nine months ended December 31, 2021 was primarily due to the prior year period including a contractual loss with a customer of $3.4 million which was offset by a higher proportion of revenue from subcontractors and higher data costs in the current year.

Our total gross margin as a percentage of total revenues for the three and nine months ended December 31, 2022 decreased approximately 560 basis points and 1,150 basis points, respectively, as compared to the corresponding prior year periods due to the aforementioned reasons.

~~General and Administrative Expense~~

General and administrative expense for the three months ended December 31, ~~2022~~2023 decreased approximately ~~7.4%~~5.0% to ~~$5.5~~$5.2 million, compared to ~~$5.9~~$5.5 million for the three months ended December 31, ~~2021.~~2022. The decrease was driven by lower salaries and wages attributable to general activities and a decrease in other professional services, partially offset by an increase in legal fees described above under “Non-GAAP Financial Measures—Other legal expenses.” General and administrative expense for the nine months ended December 31, ~~2022 decreased~~2023 increased approximately ~~8.3%~~2.8% to ~~$16.9~~$17.4 million, compared to ~~$18.4~~$16.9 million for the nine months ended December 31, ~~2021.~~2022. The ~~decrease for the three and nine months ended December 31, 2022 as compared~~increase was primarily due to the ~~three~~additional legal fees described above under “Non-GAAP Financial Measures—Other legal expenses,” and ~~nine months ended December 31, 2021 was due~~the use of consulting services for various areas of assistance, partially offset by lower salaries and wages attributable to ~~cost savings associated with the prior restructuring activities as well as actions to decrease rent and outside services expenses.~~general activities.

Sales and Marketing

Sales and marketing expense for the three months ended December 31, ~~2022~~2023 increased approximately ~~24.6%~~11.1% to ~~$5.8~~$6.4 million compared to ~~$4.6~~$5.8 million for the three months ended December 31, ~~2021.~~2022. The increase was primarily due to more earned sales commissions driven by increases in revenue. Sales and marketing expense for the nine months ended December 31, ~~2022~~2023 increased approximately ~~17.9%~~13.8% to ~~$16.7~~$18.9 million compared to ~~$14.1~~$16.7 million for the nine months ended December 31, ~~2021.~~2022. The increase was primarily due to ~~the addition of~~more earned sales commissions driven by increases in revenue and ~~sales support representatives, resulting in higher compensation and benefit costs.~~increased headcount.

Research and Development ~~Expense~~

Research and development expense for the three months ended December 31, ~~2022~~2023 increased approximately ~~10.6%~~39.6% to ~~$2.0~~$2.9 million, compared to ~~$1.9~~$2.0 million for the three months ended December 31, ~~2021.~~2022. Research and development expense for the nine months ended December 31, ~~2022~~2023 increased approximately ~~16.7%~~18.5% to ~~$6.4~~$7.5 million, compared to ~~$5.4~~$6.4 million for the nine months ended December 31, ~~2021.~~2022. The ~~overall~~ increase for both the three- and nine-month periods was primarily due to the continued investment in research and development activities largely focused on improving our existing software related offerings and the ~~re-design~~development of ~~certain circuit boards as part of the Company's supply chain management program.~~new software products.

We plan to continue to invest in the development of further enhancements and new functionality of our Iteris ClearMobility Platform, which includes among other things our software portfolio and our Vantage sensors.

Certain development costs were capitalized into intangible assets in the Company's unaudited condensed balance sheets in both the current and prior year periods; however, certain development costs did not meet the criteria for capitalization under GAAP and are included in research and development expense. Going forward, we expect to continue to invest in our software solutions. This continued investment may result in increases in research and development costs, as well as additional capitalized software assets in future periods.

~~Table of Contents~~

Amortization of Intangible Assets

Amortization ofexpense for intangible assets is recorded in both cost of revenues and operating expenses. Total amortization was approximately ~~$0.7~~$0.8 million for each of the three-month periods ended December 31, 2023 and 2022, and approximately $2.3 million and ~~$0.7~~$2.4 million for the ~~three months~~nine-month periods ended December 31, 2023 and 2022, ~~and 2021,~~ respectively. ~~Amortization of intangible assets was approximately $2.0 million and $2.0 million for the nine months ended December~~

31 ~~2022 and 2021, respectively.~~

Income Taxes

The effective tax rate used for interim periods is the estimated annual effective tax rate, based on our current estimate of full year results, except ~~that~~ taxes related to specific events, if any, are recorded in the interim period in which they occur.

~~On March 27, 2020,~~

Litigation and Other Contingencies

As a provider of traffic engineering services, hardware products, software and other various solutions for the ~~CARES Act was enacted~~traffic industry, the Company is, and may in ~~response~~the future from time to time, be involved in disputes, proceedings, or litigation relating to claims arising out of its operations in the normal course of business, such as intellectual property infringement and contractual matters. In addition, as noted under “Non-GAAP Financial Measures” above, we have been incurring legal expenses, related to a specific breach of contract dispute, that we believe are infrequent, unusual and not reflective of ongoing operating results. While the Company cannot accurately predict the outcome of any such disputes, proceedings, or litigation, including the matter described below, the Company is not a party to any legal dispute, proceeding or litigation, the outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on the Company’s business, unaudited condensed results of operations, financial position or cash flows.

Further, the Company agreed to accept a $1.0 million return of inventory sold by the Company during Fiscal 2023, at the request of a prime contractor and related to a project that has been delayed. The Company is a subcontractor to the ~~Pandemic. The CARES Act contains numerous income tax provisions, such as relaxing limitations~~prime contractor on the ~~deductibility~~delayed project, and there currently are no known issues with the product, nor is there currently any contention that there are issues with the product. Up to mid-July 2023 the Company believed the probability of ~~interest~~the occurrence of a loss associated with this matter was remote. After meeting with the prime contractor beginning in mid-July 2023, the Company agreed to reassess the situation and agreed on August 7, 2023, to accept the inventory return. In the three months ended June 30, 2023, we recognized a pretax loss contingency of $0.2 million, comprised of $1.0 million in accrued liabilities representing the sale value of the inventory and $0.8 million in prepaid expenses and other current assets representing the estimated value of the inventory to be returned in the future. In the three months ended September 30, 2023, the inventory was returned, and the use of net operating losses arising in taxable years beginning after December 31, 2017. The income tax provisions of the CARES Act had an immaterial impact on our current taxes, deferred taxes, and uncertain tax positions of the Company in the year ended March 31, 2022. The CARES Act also allows for the deferral of payroll taxes, as well as the immediate refund of federal Alternative Minimum Tax credits, which had previously been made refundable over a period of four years by the Tax Cuts and Jobs Act of 2017.accrued liability was paid. As of December 31, ~~2022, the Company had repaid all amounts deferred under the CARES Act.~~2023, there were no outstanding contingencies related to this inventory.

Liquidity and Capital Resources

~~Liquidity Outlook~~

We believe we will have adequate liquidity over the next 12 months to operate our business and to meet our cash requirements. As of December 31, 2022, we had cash and cash equivalents totaling approximately $10.2 million. Additionally, the Company had working capital of approximately $24.7 million as of December 31, 2022.

As a result of the Pandemic, we have taken and will continue to take action to reduce costs, preserve liquidity and manage our cash flow. Such actions include, but are not limited to reducing our discretionary spending, reducing capital expenditures, and reducing payroll costs, including employee furloughs, pay freezes and pay cuts as needed.

While the impact and duration of the Pandemic on our business is currently uncertain, the situation is expected to be temporary. The Company increased inventory by approximately $4.5 million during the nine months ended December 31, 2022, which was a planned increase in inventory as part of the Company's supply chain management program. During the three months ended December 31, 2022, inventory decreased from September 30, 2022, by a net $0.4 million though the Company did replenish certain electronics components in the December 31, 2022 period to maintain buffer stock targets consistent with our supply chain management program.

The cash flow used in operating activities of our continuing operations was approximately $10.8 million year to date. The cash was used for the planned increase in inventory and the re-design of certain circuit boards as part of the Company’s supply chain management program, which is intended to assure the Company has enough product to satisfy customer demand. The net operating loss is a result of higher inventory component costs for product we shipped in the periods.

The Company's tactics to mitigate the current global supply chain issues included accumulating inventory in the first two quarters of fiscal year 2023 to reduce the risk of customer disruptions while our engineering teams re-design certain circuit boards to accommodate electronic components (primarily semiconductors) that are more readily available through traditional

~~Table of Contents~~

sources at more normal prices. The Company does not expect to continue to accumulate inventory in the future in the same magnitude. However, we might encounter additional supply-chain constraints in the future. If we do, the Company may need to further adjust its operations to have sufficient liquidity.

Cash Flows

We have historically financed our operations with a combination of cash flows from operations and the sale of equity securities. We expect to continue to rely on cash flows from operations and our cash reserves to fund our operations, which we believe to be sufficient to fund our operations for at least the next twelve months. However, we may need or choose to raise additional capital to fund potential future acquisitions and our future growth. We may raise such funds by selling equity or debt securities to the public or to selected investors or by borrowing money from financial institutions. If we raise additional funds by issuing equity or convertible debt securities, our existing stockholders may experience significant dilution, and any equity securities that may be issued may have rights senior to our existing stockholders. There is no assurance that we will be able to secure additional funding on a timely basis, on terms acceptable to us, or at all.

At December 31, ~~2022,~~2023, we had ~~$24.7~~$31.0 million in working capital, ~~excluding current assets and liabilities of discontinued operations,~~ which included ~~$10.2~~$21.5 million in cash and cash ~~equivalents.~~equivalents and restricted cash. This compares to working capital of ~~$36.8~~$24.8 million at March 31, ~~2022, excluding current assets and liabilities of discontinued operations,~~2023, which included ~~$23.8~~$16.7 million in cash and cash ~~equivalents.~~equivalents and restricted cash.

Operating Activities. Net cash ~~used in~~provided from operating activities of our continuing operations for the nine months ended December 31, ~~2022 of~~2023 was approximately ~~$10.8~~$6.7 million, was primarily the result of approximately $7.7 million from non-cash items, primarily for noncash lease expense, deferred income taxes, depreciation, stock-based compensation, and amortization. This was offset by ourwhich compares to net loss from continuing operations of approximately $14.3 million coupled with approximately $4.2 million of outflows due to changes in working capital which was primarily driven by the planned increase in inventory as part of the Company's supply chain management program. The Company does not expect such a large increase in inventory in future periods. The efforts to redesign circuit boards around more readily available parts at lower prices has resulted in new circuit boards that commenced production during the third quarter of fiscal 2023 with the aim of reducing purchases in the broker market at elevated prices and reducing cash outflows related to inventory purchases in future periods. The Company plans to redesign additional circuit boards in the future to lower the inventory costs; however, if such efforts are not successful, the Company may need to further adjust its operations to maintain sufficient liquidity.

~~Net~~ cash used in operating activities of our continuing operations of approximately $(10.8) million for the ~~nine months ended December 31, 2021 of approximately $2.0~~same period in the prior year. The $17.5 million ~~was~~year-over-year improvement is primarily due to the ~~result of our~~$17.3 million increase in net income of approximately $10.3 million in non-cash items, primarily for noncash lease expense, deferred income taxes, depreciation, stock-based compensation, and amortization. This was offset by our net loss from continuing operations of approximately $3.9 million. Net cash used in operating activities from discontinued operations was $0.1 million.income.

Investing Activities. Net cash used in investing activities of our continuing operations during the nine months ended December 31, ~~2022~~2023 of approximately ~~$1.5~~$(2.3) million, compared to net cash used of $(1.5) million for the same period in the prior year. The increase was ~~primarily the result of approximately $0.5~~largely due to a $0.9 million ~~of property and equipment purchases, and approximately $1.0 million of~~increase in capitalized software development costs. ~~Net cash provided by investing activities from discontinued operations was de minimis.~~

Net cash provided by investing activities of our continuing operations during the nine months ended December 31, 2021 was primarily the result of approximately $3.1 million in proceeds from the sale and maturity of short-term investments offset by approximately $0.3 million of property and equipment purchases, and approximately $1.3 million of capitalized software development costs. Net cash provided by investing activities from discontinued operations was approximately $1.5 million.

Financing Activities. Net cash ~~used in~~provided from financing activities of our continuing operations during the nine months ended December 31, ~~2022~~2023 was ~~the result of~~ approximately ~~$0.9~~$0.4 million, ~~of repurchases of common stock.~~

~~Net~~which compares to net cash ~~provided by~~used in financing activities of our continuing operations ~~during the nine months ended December 31, 2021 was the result~~ of approximately ~~$1.3~~$(0.7) million for the same period in the prior year. The $1.1 million year-over-year improvement is primarily due to a decrease in share repurchase activity in Fiscal 2024 compared to Fiscal 2023 during which we purchased $0.2 million and ~~$0.2~~$0.9 million of common stock, respectively, and a $0.3 million increase in cash proceeds from the exercises of stock ~~options and purchase of ESPP shares, respectively.~~options.

Off Balance Sheet Arrangements

We did not have any material off balance sheet arrangements atas of December 31, ~~2022.~~2023.

~~Table of Contents~~

Seasonality

We have historically experienced seasonality, which adversely affects product 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 affected the most by inclement weather. We have also experienced seasonality, particularly with respect to our service revenues, especially in the third fiscal quarter due to the increased number of holidays, causing a reduction in available billable hours.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by Item 305 of Regulations S-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management was required to apply its judgment in evaluating the cost-benefit relationship of such controls and procedures.

Changes in Internal Controls

During the fiscal quarter covered by this report, there has been no change in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations on Internal Controls

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.

3234

~~Table of Contents~~

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 6, Commitments and Contingencies, under the heading “Litigation and Other Contingencies” to our Unaudited Condensed Financial Statements, included in Part I, Item 1 of this report, is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K from the year ended March 31, ~~2022,~~2023, filed with the SEC on June ~~1, 2022.~~29, 2023. Refer to Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, ~~2022,~~2023, filed with the SEC on June ~~1, 2022,~~29, 2023, for a discussion of factors that could materially affect our business, financial condition, results of operations, or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Recent Sales of Unregistered Securities

Not applicable.

Use of Proceeds from Registered Securities

Not applicable.

Purchases of Equity Securities by the Issuer

During the quarter ended December 31, 2023, we repurchased 39,861 shares for an aggregate price of approximately $0.2 million at an average price of $4.59 per share. See Note 9, Stock Repurchase Program, to the accompanying unaudited condensed financial statements for additional information.

Information regarding the repurchase of common stock during the three months ended December 31, 2023 is as follows:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1)
					(In thousands)
December 1, 2023 to December 31, 2023	39,861	$	4.59	339,861	$	8,933

1.On ~~August 9, 2012, our~~May 12, 2022, the Board of Directors approved a ~~stock~~ repurchase ~~program pursuant~~plan for the Company to ~~which we could~~ acquire up to $3$10 million of ~~our~~its outstanding common stock for an unspecified length of time. Under the program, we could repurchase shares from time to time in the open market and privately negotiated transactions and block trades, and could also repurchase shares pursuant to a 10b5-1 trading plan during our closed trading windows. There was no guarantee as to the exact number of shares that would be repurchased. We reserved the right to 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 2012 stock repurchase program, pursuant to which~~All repurchases by the Company could continue to acquire shares of its outstanding common stock from time to time for an unspecified length of time. From inception of the 2012 stock repurchase program through its termination on May 12, 2022, we repurchased approximately 2,458,000 shares of our common stock for an aggregate price of approximately $4.3 million, at an average price per share of $1.73. As of December 31, 2022, these repurchased shares had been retired and returned to their status as authorized and unissued shares of our common stock.

On May 12, 2022 the Board of Directors terminated the 2012 stock repurchase program and approved a new plan for the company to acquire up to $10.0 million of our outstanding common stock for an unspecified length of time. Under the program, we may repurchase shares from time to time in the open market and privately negotiated transactions and block trades, and may also repurchase shares pursuant to a 10b5-1 trading plan during our closed trading windows. 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. As of December 31, 2022, we have repurchased 0.3 million shares for an aggregate price of approximately $0.9 million, at an average price of $2.90 per share. As of December 31, 2022, approximately $9.1 million remained available for the repurchase of our common stock under our current program. No shares were repurchased during the ~~three months~~quarter ended December 31, ~~2022.~~2023 were pursuant to the 2022 stock repurchase plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

3335

~~Table of Contents~~

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

a.None.

b.None.

c.Insider Trading Arrangements

A substantial portion of the compensation of our executive officers is awarded in the form of equity awards, which consist of a mix of stock options, restricted stock units, and performance stock units (“PSUs”). All of these awards vest based on continued service to the Company and over a vesting schedule, with PSUs earned based additionally on performance over a three-year period. We believe equity-based compensation provides our executive officers with a direct interest in our long-term performance and creates an ownership culture that aligns interests between our executive officers and our stockholders. Following delivery of shares of our common stock under such equity awards, once any applicable time and performance-based vesting standards have been met, our executive officers from time to time may engage in the open-market sale of some of those shares for reasons such as satisfying vesting related income tax requirements, investment diversification, or other personal reasons.

Transactions in our securities by our directors and officers are required to be made in accordance with our “Statement of Company Policy - Securities Trading By Company Personnel” (our “Insider Trading Policy”), which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in a company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. Our Insider Trading Policy permits our directors and officers to enter into trading plans designed to comply with Rule 10b5-1. In addition, certain persons are required to maintain an ownership of the Company’s common stock with at least a specified value, which for employees is equal to at least a multiple of their annual base salary (3x annual salary for our Chief Executive Officer and 1x annual salary for all other executive officers), or for non-employee directors is equal to 5x their annual cash retainer.

During the three months ended December 31, 2023, a written trading plan (the “Trading Plan”) was adopted on November 30, 2023 by Joe Bergera, our Chief Executive Officer. The Trading Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), and only permits trades to be executed when the stock price reaches a required minimum. The plan’s maximum duration is until May 17, 2024, and the first trade will not occur until February 29, 2024, at the earliest. The Trading Plan is intended to facilitate an orderly process to exercise a portion of stock options that will expire in September 2025. As such, Mr. Bergera will sell only enough shares to cover the exercise price and related taxes upon his exercise of stock options. Mr. Bergera intends to retain all of the remaining shares purchased upon exercise.

During the three months ended December 31, 2023, none of the Company’s directors and no other officers adopted, modified or terminated a Rule 10b5-1 trading arrangement, and none of the Company’s directors or officers adopted, modified or terminated a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

ITEM 6. EXHIBITS

The following exhibits are filed or furnished herewith or are incorporated by reference to the location indicated.

Exhibit
Number

Description

Where Located

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 for the quarter ended June 30, 2018, as filed with the SEC on August 7, 2018

31.1

Certification of the Principal Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

31.2

Certification of the Principal 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

Furnished herewith

32.2

Certification of the Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

101.INS

Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

Filed herewith

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

104.1

Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

Filed herewith

3437

~~Table of Contents~~

SIGNATURES

Pursuant to the requirements 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.


Date: February ~~2, 2023~~8, 2024	ITERIS, INC.
	(Registrant)

	By	/s/ JOE BERGERA
		Joe Bergera
		Chief Executive Officer
		(Principal Executive Officer)


	By	/s/ ~~DOUGLAS L. GROVES~~KERRY A. SHIBA
		~~Douglas L. Groves~~Kerry A. Shiba
		~~Senior Vice President and~~ Chief Financial Officer, Treasurer and Secretary
		(Principal Financial and Accounting Officer)

3538


	December 31, 2022						March 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(In thousands)
Technology	$	4,986	$	(3,213)	$	1,773	$	4,986	$	(2,519)	$	2,467
Customer contracts / relationships	9,550		(4,018)		5,532		9,550		(2,959)		6,591
Trade names and non-compete agreements	782		(770)		12		782		(753)		29
Capitalized software development costs	6,892		(3,833)		3,059		5,900		(3,207)		2,693
Total	$	22,210	$	(11,834)	$	10,376	$	21,218	$	(9,438)	$	11,780


	# of Shares	Weighted Average Price Per Share
	(In thousands)
PSUs outstanding at March 31, 2022	115	$	6.33
Granted	87	3.09
Vested	(126)	5.11
Forfeited	—	—
PSUs outstanding at December 31, 2022	76	4.64


	Nine Months Ended December 31,						$ Increase		% Change
	2022			2021
	(In thousands, except percentages)
Product gross profit	$	12,357		$	22,703		$	(10,346)	(45.6)	%
Service gross profit	16,173			13,614			2,559		18.8	%
Total gross profit	$	28,530		$	36,317		$	(7,787)	(21.4)	%

Product gross margin as a % of product revenues	20.6		%	44.0		%
Service gross margin as a % of service revenues	30.2		%	28.5		%
Total gross margin as a % of total revenues	25.1		%	36.6		%