Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Jun. 08, 2015 | Sep. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | ITERIS, INC. | ||
Entity Central Index Key | 350868 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Mar-15 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -28 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $40,747,000 | ||
Entity Common Stock, Shares Outstanding | 32,411,170 | ||
Document Fiscal Year Focus | 2015 | ||
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $21,961 | $20,414 |
Trade accounts receivable, net of allowance for doubtful accounts of $314 and $532 at March 31, 2015 and March 31, 2014, respectively | 11,206 | 12,349 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 4,266 | 5,813 |
Inventories | 3,062 | 2,546 |
Deferred income taxes | 2,680 | 1,429 |
Prepaid expenses and other current assets | 1,338 | 1,275 |
Total current assets | 44,513 | 43,826 |
Property and equipment, net | 1,990 | 1,546 |
Deferred income taxes | 5,610 | 6,112 |
Intangible assets, net | 987 | 1,584 |
Goodwill | 17,318 | 17,318 |
Other assets | 214 | 221 |
Total assets | 70,632 | 70,607 |
Current liabilities: | ||
Trade accounts payable | 5,915 | 5,913 |
Accrued payroll and related expenses | 4,871 | 3,971 |
Accrued liabilities | 1,320 | 1,643 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,549 | 1,391 |
Total current liabilities | 13,655 | 12,918 |
Deferred rent | 826 | |
Unrecognized tax benefits | 183 | 199 |
Total liabilities | 14,664 | 13,117 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $1.00 par value: Authorized shares - 2,000 Issued and outstanding shares - none | ||
Common stock, $0.10 par value: Authorized shares - 70,000 at March 31, 2015 and March 31, 2014 Issued and outstanding shares - 32,411 at March 31, 2015 and 32,788 at March 31, 2014 | 3,242 | 3,280 |
Additional paid-in capital | 135,572 | 135,986 |
Accumulated deficit | -82,846 | -81,776 |
Total stockholders' equity | 55,968 | 57,490 |
Total liabilities and stockholders' equity | $70,632 | $70,607 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
In Thousands, except Per Share data, unless otherwise specified | ||
Consolidated Balance Sheets | ||
Trade accounts receivable, allowance for doubtful accounts (in dollars) | $314 | $532 |
Preferred stock, par value (in dollars per share) | $1 | $1 |
Preferred stock, Authorized shares | 2,000 | 2,000 |
Preferred stock, Issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $0.10 | $0.10 |
Common stock, Authorized shares | 70,000 | 70,000 |
Common stock, Issued shares | 32,411 | 32,788 |
Common stock, outstanding shares | 32,411 | 32,788 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Consolidated Statements of Operations | |||
Total revenues | $72,251 | $68,228 | $61,685 |
Cost of revenues | 44,069 | 42,254 | 38,427 |
Gross profit | 28,182 | 25,974 | 23,258 |
Operating expenses: | |||
Selling, general and administrative | 24,425 | 19,269 | 18,090 |
Research and development | 5,396 | 4,029 | 3,071 |
Amortization of intangible assets | 431 | 627 | 644 |
Change in fair value of contingent consideration | 9 | 25 | -181 |
Total operating expenses | 30,261 | 23,950 | 21,624 |
Operating (loss) income | -2,079 | 2,024 | 1,634 |
Non-operating income (expense): | |||
Other (expense) income, net | -20 | 2 | |
Interest expense, net | 6 | -6 | |
(Loss) income from continuing operations before income taxes | -2,093 | 2,024 | 1,630 |
Benefit (provision) for income taxes | 816 | -704 | -716 |
(Loss) income from continuing operations | -1,277 | 1,320 | 914 |
Gain on sale of discontinued operation, net of tax | 207 | 89 | 1,465 |
Net (loss) income | ($1,070) | $1,409 | $2,379 |
(Loss) income per share from continuing operations - basic and diluted | ($0.04) | $0.04 | $0.03 |
Gain per share from sale of discontinued operation - basic and diluted (in dollars per share) | $0.01 | $0 | $0.04 |
Net (loss) income per share - basic and diluted | ($0.03) | $0.04 | $0.07 |
Shares used in basic per share calculations (in shares) | 32,595 | 32,665 | 33,491 |
Shares used in diluted per share calculations (in shares) | 32,595 | 32,847 | 33,609 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
In Thousands, except Share data, unless otherwise specified | ||||
Balance at Mar. 31, 2012 | $3,391 | $137,645 | ($85,564) | $55,472 |
Balance (in shares) at Mar. 31, 2012 | 33,909,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | 20 | 232 | 252 | |
Stock option exercises (in shares) | 190,000 | |||
Stock-based compensation | 279 | 279 | ||
Issuance of shares pursuant to vesting of restricted stock units | 5 | -29 | -24 | |
Issuance of shares pursuant to vesting of restricted stock units (in shares) | 51,000 | |||
Repurchases of common stock | -152 | -2,325 | -2,477 | |
Repurchases of common stock (in shares) | -1,524,000 | -1,524,000 | ||
Net income (loss) | 2,379 | 2,379 | ||
Balance at Mar. 31, 2013 | 3,264 | 135,802 | -83,185 | 55,881 |
Balance (in shares) at Mar. 31, 2013 | 32,626,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | 29 | 241 | 270 | |
Stock option exercises (in shares) | 299,000 | |||
Stock-based compensation | 300 | 300 | ||
Issuance of shares pursuant to vesting of restricted stock units | 6 | -37 | -31 | |
Issuance of shares pursuant to vesting of restricted stock units (in shares) | 59,000 | |||
Repurchases of common stock | -19 | -320 | -339 | |
Repurchases of common stock (in shares) | -196,000 | -196,000 | ||
Net income (loss) | 1,409 | 1,409 | ||
Balance at Mar. 31, 2014 | 3,280 | 135,986 | -81,776 | 57,490 |
Balance (in shares) at Mar. 31, 2014 | 32,788,000 | 32,788,000 | ||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | 2 | 31 | 33 | |
Stock option exercises (in shares) | 24,000 | |||
Stock-based compensation | 398 | 398 | ||
Issuance of shares pursuant to vesting of restricted stock units | 7 | -27 | -20 | |
Issuance of shares pursuant to vesting of restricted stock units (in shares) | 72,000 | |||
Repurchases of common stock | -47 | -816 | -863 | |
Repurchases of common stock (in shares) | -473,000 | -473,000 | ||
Net income (loss) | -1,070 | -1,070 | ||
Balance at Mar. 31, 2015 | $3,242 | $135,572 | ($82,846) | $55,968 |
Balance (in shares) at Mar. 31, 2015 | 32,411,000 | 32,411,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities | |||
Net (loss) income | ($1,070) | $1,409 | $2,379 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Deferred income taxes | -749 | 710 | 1,414 |
Depreciation of property and equipment | 525 | 768 | 901 |
Stock-based compensation | 398 | 300 | 279 |
Amortization of intangible assets | 597 | 733 | 644 |
Change in fair value of contingent consideration | 9 | 25 | -181 |
Gain on sale of discontinued operation, net of tax | -207 | -89 | -1,465 |
Loss on disposal of equipment | 17 | ||
Loss on impairment of intangible asset | 108 | ||
Changes in operating assets and liabilities, net of effects of discontinued operation: | |||
Accounts receivable | 1,143 | -1,403 | 135 |
Net costs and estimated earnings in excess of billings | 1,705 | -34 | -570 |
Inventories | -516 | -81 | -11 |
Prepaid expenses and other assets | 9 | 140 | -793 |
Accounts payable and accrued expenses | 1,716 | 688 | 461 |
Net cash provided by operating activities | 3,577 | 3,274 | 3,193 |
Cash flows from investing activities | |||
Purchases of property and equipment | -986 | -452 | -815 |
Capitalized software | -301 | -190 | |
Net proceeds from sale of business segment | 142 | -26 | 1,372 |
Net cash (used in) provided by investing activities | -844 | -779 | 367 |
Cash flows from financing activities | |||
Payments on long-term debt | -634 | ||
Deferred payment for prior business combination | -336 | -659 | -700 |
Repurchases of common stock | -863 | -339 | -2,477 |
Proceeds from stock option exercises | 33 | 270 | 252 |
Issuance of common stock pursuant to restricted stock units | -20 | -31 | -24 |
Net cash used in financing activities | -1,186 | -759 | -3,583 |
Increase (decrease) in cash and cash equivalents | 1,547 | 1,736 | -23 |
Cash and cash equivalents at beginning of period | 20,414 | 18,678 | 18,701 |
Cash and cash equivalents at end of period | 21,961 | 20,414 | 18,678 |
Supplemental cash flow information: | |||
Interest | 30 | 33 | 45 |
Income taxes | 141 | 128 | 339 |
Supplemental cash flow information: | |||
Issuance of common stock for vested restricted stock units | 7 | 6 | 5 |
Landlord contribution for tenant improvements | $328 |
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2015 | |
Description of Business and Summary of Significant Accounting Policies | |
Description of Business and Summary of Significant Accounting Policies | |
1. Description of Business and Summary of Significant Accounting Policies | |
Description of Business | |
Iteris, Inc. (referred to collectively with its subsidiaries in these consolidated financial statements as "Iteris," the "Company," "we," "our" and "us") is a leading provider of intelligent information solutions for the traffic management market. We are focused on the development and application of advanced technologies and software-based information systems that reduce traffic congestion, provide measurement, management and predictive traffic and weather analytics, and improve the safety of surface transportation systems infrastructure. We also believe our products, services and solutions, in conjunction with sound traffic management, minimize the environmental impact of traffic congestion. By combining our unique intellectual property, products, decades of experience in traffic management, weather forecasting solutions and information technologies, we offer a broad range of Intelligent Transportation Systems ("ITS") solutions to customers throughout the U.S. and internationally. We are also making significant investments to leverage our existing technologies and further expand our software-based information systems to offer solutions to the precision agriculture technology markets. Iteris was incorporated in Delaware in 1987. | |
Basis of Presentation | |
Our consolidated financial statements include the accounts of Iteris, Inc. and its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). All significant intercompany accounts and transactions have been eliminated in consolidation. | |
The results of continuing operations for all periods presented in the consolidated financial statements exclude the financial impact of a discontinued operation. See Note 3, "Sale of Vehicle Sensors," for further discussion related to the discontinued operation presentation. | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in the preparation of the consolidated financial statements include the collectability of accounts receivable and related allowance for doubtful accounts, projections of taxable income used to assess realizability of deferred tax assets, inventory and warranty reserves, costs to complete long-term contracts, indirect cost rates used in cost-plus contracts, contract reserves, the valuation of purchased intangible assets and goodwill, the valuation of equity instruments and estimates of future cash flows used to assess the recoverability of long-lived assets and the impairment of goodwill, fair value of our stock option awards used to calculate the stock-based compensation and other contingencies. | |
Revenue Recognition | |
Product revenues and related costs of sales are recognized when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery under the terms of the arrangement has occurred, (iii) the price to the customer is fixed or determinable, and (iv) collection of the receivable is reasonably assured. These criteria are typically met at the time of product shipment, but in certain circumstances, may not be met until receipt or acceptance by the customer. Accordingly, at the date revenue is recognized, the significant obligations or uncertainties concerning the sale have been resolved. | |
Transportation Systems and Performance Analytics revenues are derived primarily from long-term contracts with governmental agencies. When appropriate, revenues are recognized using the percentage of completion method of accounting, whereby revenue is recognized as contract performance progresses and is determined based on the relationship of costs incurred to total estimated costs. Any anticipated losses on contracts are charged to earnings when identified. Changes in job performance and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenues and are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. Certain of our revenues are recognized as services are performed and amounts are earned, which is measured by time incurred or other contractual milestones or output measures. Revenues accounted for in this manner generally relate to certain fixed fee professional services, cost-plus fixed fee or time-and-materials contracts. Revenues for ongoing operations and maintenance services contracts are generally accounted for ratably as the services are performed throughout the term of the contract. Payments received in advance of services performed are deferred and recognized when the related services are performed. | |
We recognize revenue from the sale of deliverables that are part of a multiple-element arrangement in accordance with applicable accounting guidance that establishes a relative selling price hierarchy permitting the use of an estimated selling price to determine the allocation of arrangement consideration to a deliverable in a multiple-element arrangement where neither vendor specific objective evidence ("VSOE") nor third-party evidence ("TPE") of fair value is available for that deliverable. In the absence of VSOE or TPE of the standalone selling price for one or more delivered or undelivered elements in a multiple-element arrangement, we are required to estimate the selling prices of those elements. Overall arrangement consideration is allocated to each element (both delivered and undelivered items) that has stand-alone value based on their relative selling prices, regardless of whether those selling prices are evidenced by VSOE or TPE or are based on our estimated selling prices. | |
We account for multiple-element arrangements that consist only of software and software-related services in accordance with applicable accounting guidance for software and software-related transactions. For such transactions, revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element, and fair value is determined by VSOE. If we cannot objectively determine the fair value of any undelivered element included in such multiple-element arrangements and the only undelivered element is post-contract customer support or maintenance, and VSOE of the fair value of such support or maintenance does not exist, revenue from the entire arrangement is recognized ratably over the support period. When the fair value of a delivered element has not been established but VSOE of fair value exists for the undelivered elements, we use the residual method to recognize revenue if the fair value of all undelivered elements is determinable. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered elements and is recognized as revenue. | |
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts | |
Costs and estimated earnings in excess of billings on uncompleted contracts in the accompanying consolidated balance sheets represent unbilled amounts earned and reimbursable under services sales arrangements. At any given period-end, a large portion of the balance in this account represents the accumulation of labor, materials and other costs that have not been billed due to timing, whereby the accumulation of each month's costs and earnings are not administratively billed until the subsequent month. Also included in this account are amounts that will become billable according to contract terms, which usually require the consideration of the passage of time, achievement of milestones or completion of the project. Such unbilled amounts are expected to be billed and collected within the next twelve months. | |
Costs and estimated earnings in excess of billings on uncompleted contracts at March 31, 2015 and 2014 include approximately $1.0 million in each year, which were not billable because certain milestone objectives specified in the contracts had not been attained. The costs and estimated earnings in excess of billings at March 31, 2015 are expected to be billed and collected during the fiscal year ending March 31, 2016 ("Fiscal 2016"). | |
Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | |
Billings in excess of costs and estimated earnings on uncompleted contracts in the accompanying consolidated balance sheets is comprised of cash collected from customers and billings to customers on contracts in advance of work performed, advance payments negotiated as a contract condition, estimated losses on uncompleted contracts, project-related legal liabilities and other project-related reserves. The unearned amounts are expected to be earned within the next twelve months. | |
We record provisions for estimated losses on uncompleted contracts in the period in which such losses become known. The cumulative effects of revisions to contract revenues and estimated completion costs are recorded in the accounting period in which the amounts become evident and can be reasonably estimated. These revisions can include such items as the effects of change orders and claims, warranty claims, liquidated damages or other contractual penalties and adjustments for contract closeout settlements. | |
Concentration of Credit Risk | |
Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and trade accounts receivable. | |
Cash and cash equivalents consist primarily of demand deposits and money market funds maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with high quality financial institutions, and therefore are believed to have minimal credit risk. | |
Our accounts receivable are primarily derived from billings with customers located throughout North America, as well as in the Middle East, Europe, South America and Asia. We generally do not require collateral or other security from our customers. We maintain an allowance for doubtful accounts for potential credit losses, which losses have historically been within management's expectations. | |
Fair Values of Financial Instruments | |
The fair value of cash and cash equivalents, receivables, accounts payable and accrued expenses approximate carrying value because of the short period of time to maturity. | |
Cash and Cash Equivalents | |
Cash and cash equivalents consist of cash and short-term investments with initial maturities of ninety days or less. | |
Allowance for Doubtful Accounts | |
The collectability of our accounts receivable is evaluated through review of outstanding invoices and ongoing credit evaluations of our customers' financial condition. In cases where we are aware of circumstances that may impair a specific customer's ability to meet its financial obligations subsequent to the original sale, we will record an allowance against amounts due, and thereby reduce the net recognized accounts receivable to the amount we reasonably believe will be collected. We also maintain an allowance based on our historical collections experience. When we determine that collection is not likely, we write off accounts receivable against the allowance for doubtful accounts. | |
Inventories | |
Inventories consist of finished goods, work-in-process and raw materials and are stated at the lower of cost or market. 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. | |
Goodwill and Long-Lived Assets | |
We evaluate goodwill on an annual basis in our fourth fiscal quarter or more frequently if we believe indicators of impairment exist. We have determined that our reporting units for purposes of testing for goodwill impairment are identical to our reportable segments for financial reporting purposes. We adopted the provisions issued by the Financial Accounting Standards Board ("FASB") that were intended to simplify goodwill impairment testing. This guidance permits us to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we conduct a two-step goodwill impairment test. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their carrying values. We determine the fair values of our reporting units using the income valuation approach, as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, we perform the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit's goodwill with the carrying value of that goodwill. The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. We performed an annual impairment assessment of the carrying value of goodwill for each of the fiscal years ended March 31, 2015, 2014 and 2013. Based on these assessments, we determined that no impairment as of each of these dates was indicated as the estimated fair value of each of our reporting units exceeded its respective carrying value. Indicators which could result in future impairment charges include, among others, changes in economic conditions, changes in competitive conditions and customer preferences. We monitor the indicators for goodwill impairment testing between annual tests. | |
We test long-lived assets and purchased intangible assets (other than goodwill) for impairment if we believe indicators of impairment exist. We determine whether the carrying value of an asset or asset group is recoverable, based on comparisons to undiscounted expected future cash flows the asset are expected to generate. If an asset is not recoverable, we record an impairment loss equal to the amount by which the carrying value of the asset exceeds its fair value. We primarily use the income valuation approach to determine the fair value of our long lived assets and purchased intangible assets. | |
Income Taxes | |
We utilize the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more-likely-than-not that some or all of the deferred tax assets will not be realized, which increases our income tax expense in the period such determination is made. | |
Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. | |
Stock-Based Compensation | |
We record stock-based compensation in the consolidated statements of operations as an expense, based on the estimated grant date fair value of our stock-based awards, whereby such fair values are amortized over the requisite service period. Our stock-based awards are currently comprised of common stock options and restricted stock units. The fair value of our common stock option awards is estimated on the grant date using the Black-Scholes-Merton option-pricing formula. While utilizing this model meets established requirements, the estimated fair values generated by it may not be indicative of the actual fair values of our common stock option awards as it does not consider certain factors important to those awards to employees, such as continued employment and periodic vesting requirements, as well as limited transferability. The fair value of our restricted stock units is based on the closing market price of our common stock on the grant date. If there are any modifications or cancellations of the underlying unvested stock-based awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. | |
Research and Development Expenditures | |
Research and development expenditures are charged to expense in the period incurred. | |
Shipping and Handling Costs | |
Shipping and handling costs are included as cost of revenues in the period during which the products ship. | |
Sales Taxes | |
Sales taxes are presented on a net basis (excluded from revenues) in the consolidated statements of operations. | |
Advertising Expenses | |
Advertising costs are expensed in the period incurred and totaled $134,000, $168,000 and $165,000 in the fiscal years ended March 31, 2015, 2014 and 2013, respectively. | |
Warranty | |
We generally provide a one to three year warranty from the original invoice date on all products, materials and workmanship. Products sold to various original equipment manufacturer customers sometimes carry longer warranties. Defective products will be either repaired or replaced, usually at our option, upon meeting certain criteria. We accrue a provision for the estimated costs that may be incurred for product warranties relating to a product as a component of cost of sales at the time revenue for that product is recognized. The accrued warranty reserve is included within accrued liabilities in the accompanying consolidated balance sheets. | |
Repair and Maintenance Costs | |
We incur repair and maintenance costs in the normal course of business. Should the repair or maintenance result in a permanent improvement to one of our leased facilities, the cost is capitalized as a leasehold improvement and amortized over its useful life or the remainder of the lease period, whichever is shorter. Non-permanent repair and maintenance costs are charged to expense as incurred. | |
Comprehensive Income | |
Comprehensive income equals net income for all periods presented. | |
Recent Accounting Pronouncements | |
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which supersedes the revenue recognition requirements in Accounting Standards Codification 605, Revenue Recognition. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgment and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first quarter of our fiscal year ending March 31, 2018, using one of two retrospective application methods. The Company has not determined the potential effects on its consolidated financial statements of the adoption of ASU 2014-09. | |
In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation ("ASU 2014-12") to resolve diversity in accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. The Company does not anticipate a significant impact on its consolidated financial statements upon adoption of ASU 2014-12. | |
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern ("ASU 2014-15"), which requires a business entity to evaluate whether there is substantial doubt about the ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. The standard is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. The Company does not anticipate a significant impact on its consolidated financial statements upon adoption of ASU 2014-15. | |
Supplementary_Financial_Inform
Supplementary Financial Information | 12 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Supplementary Financial Information | ||||||||||||||
Supplementary Financial Information | ||||||||||||||
2. Supplementary Financial Information | ||||||||||||||
Inventories | ||||||||||||||
The following table presents details regarding our inventories: | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Materials and supplies | $ | 1,566 | $ | 1,320 | ||||||||||
Work in process | 216 | 175 | ||||||||||||
Finished goods | 1,280 | 1,051 | ||||||||||||
| | | | | | | | |||||||
$ | 3,062 | $ | 2,546 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Property and Equipment | ||||||||||||||
The following table presents details of our property and equipment: | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Equipment | $ | 6,473 | $ | 6,541 | ||||||||||
Leasehold improvements | 2,463 | 1,975 | ||||||||||||
Accumulated depreciation | (6,946 | ) | (6,970 | ) | ||||||||||
| | | | | | | | |||||||
$ | 1,990 | $ | 1,546 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
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. | ||||||||||||||
Depreciation expense was approximately $525,000 and $768,000 in the fiscal year ended March 31, 2015 ("Fiscal 2015") and the fiscal year ended March 31, 2014 ("Fiscal 2014"), respectively. | ||||||||||||||
Intangible Assets | ||||||||||||||
The following table presents details regarding our intangible assets: | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Gross | Accumulated | Gross | Accumulated | |||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||
Amount | Amount | |||||||||||||
(In thousands) | ||||||||||||||
Technology | $ | 1,856 | $ | (1,565 | ) | $ | 1,856 | $ | (1,422 | ) | ||||
Customer contracts / relationships | 750 | (497 | ) | 750 | (371 | ) | ||||||||
Trade names and non-compete agreements | 1,110 | (916 | ) | 1,110 | (754 | ) | ||||||||
Capitalized software development costs | 498 | (249 | ) | 498 | (83 | ) | ||||||||
| | | | | | | | | | | | | | |
Total | $ | 4,214 | $ | (3,227 | ) | $ | 4,214 | $ | (2,630 | ) | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Amortization expense for intangible assets subject to amortization was approximately $597,000 for Fiscal 2015, of which approximately $166,000 was recorded to cost of revenues and approximately $431,000 recorded to amortization expense in the consolidated statement of operations. Approximately $733,000 and $644,000 was recorded to amortization expense for Fiscal 2014 and Fiscal 2013, respectively. | ||||||||||||||
We capitalized $0 and approximately $172,000 for Fiscal 2015 and Fiscal 2014, respectively, of internal costs incurred in developing software products to be sold. These costs related to the internal development of our performance measurement software offerings. | ||||||||||||||
Capitalized software development costs for the iPeMS platform began to be amortized in October 2013, resulting in approximately $166,000 and $106,000 recorded to cost of revenues in the accompanying consolidated statements of operations for the fiscal years ended March 31, 2015 and 2014, respectively. We do not have any intangible assets with indefinite useful lives. As of March 31, 2015, the future estimated amortization expense of approximately $1.0 million is entirely associated with our Performance Analytics business segment, as follows: | ||||||||||||||
Year Ending March 31, | ||||||||||||||
(In thousands) | ||||||||||||||
2016 | $ | 526 | ||||||||||||
2017 | 365 | |||||||||||||
2018 | 88 | |||||||||||||
2019 | 8 | |||||||||||||
2020 | — | |||||||||||||
Thereafter | — | |||||||||||||
| | | | | ||||||||||
$ | 987 | |||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Refer to Note 4 for additional information regarding intangible assets acquired during the last three fiscal years. | ||||||||||||||
Goodwill | ||||||||||||||
The following table presents the activity related to the carrying value of our goodwill by reportable segment for Fiscal 2013, Fiscal 2014 and Fiscal 2015: | ||||||||||||||
Roadway | Transportation | Performance | Total | |||||||||||
Sensors | Systems | Analytics | ||||||||||||
(In thousands) | ||||||||||||||
Balance—March 31, 2013 | ||||||||||||||
Goodwill | $ | 8,214 | $ | 16,278 | $ | 796 | $ | 25,288 | ||||||
Accumulated impairment losses | — | (7,970 | ) | — | (7,970 | ) | ||||||||
| | | | | | | | | | | | | | |
$ | 8,214 | $ | 8,308 | $ | 796 | $ | 17,318 | |||||||
| | | | | | | | | | | | | | |
Balance—March 31, 2014 | ||||||||||||||
Goodwill | $ | 8,214 | $ | 14,906 | $ | 2,168 | $ | 25,288 | ||||||
Accumulated impairment losses | — | (7,970 | ) | — | (7,970 | ) | ||||||||
| | | | | | | | | | | | | | |
8,214 | 6,936 | 2,168 | 17,318 | |||||||||||
| | | | | | | | | | | | | | |
Balance—March 31, 2015 | ||||||||||||||
Goodwill | $ | 8,214 | $ | 14,906 | $ | 2,168 | $ | 25,288 | ||||||
Accumulated impairment losses | — | (7,970 | ) | — | (7,970 | ) | ||||||||
| | | | | | | | | | | | | | |
$ | 8,214 | $ | 6,936 | $ | 2,168 | $ | 17,318 | |||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
In Fiscal 2013, the Company established the Performance Analytics segment, which included the performance measurement and information management solutions, including all the operations of Berkeley Transportation Systems, Inc. ("BTS"). As a result, the goodwill attributed to the BTS acquisition of approximately $796,000 was transferred to the newly created Performance Analytics segment. | ||||||||||||||
In the first quarter of Fiscal 2014, as part of an internal reorganization, the Company's ClearPath Weather operations (formerly, Maintenance Decision Support System or MDSS), historically included in the Transportation Systems segment, was reassigned to the Performance Analytics segment to better align the Company's predictive weather and traffic capabilities, resources, and initiatives. As a result, the goodwill attributed to the ClearPath Weather operations from the Meridian Environmental Technology, Inc. ("MET") acquisition of approximately $1.4 million was transferred to the Performance Analytics segment. | ||||||||||||||
Warranty Reserve Activity | ||||||||||||||
The following table presents activity with respect to the warranty reserve: | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands) | ||||||||||||||
Balance at beginning of fiscal year | $ | 184 | $ | 169 | $ | 231 | ||||||||
Additions charged to cost of sales | 134 | 179 | 139 | |||||||||||
Warranty claims | (137 | ) | (164 | ) | (201 | ) | ||||||||
| | | | | | | | | | | ||||
Balance at end of fiscal year | $ | 181 | $ | 184 | $ | 169 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Earnings Per Share | ||||||||||||||
The following table sets forth the computation of basic and diluted (loss) income from continuing operations per share: | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands, except per share | ||||||||||||||
amounts) | ||||||||||||||
Numerator: | ||||||||||||||
(Loss) Income from continuing operations | $ | (1,277 | ) | $ | 1,320 | $ | 914 | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Denominator: | ||||||||||||||
Weighted average common shares used in basic computation | 32,595 | 32,665 | 33,491 | |||||||||||
Dilutive stock options | — | 111 | 60 | |||||||||||
Dilutive restricted stock units | — | 70 | 56 | |||||||||||
Dilutive warrants | — | 1 | 2 | |||||||||||
| | | | | | | | | | | ||||
Weighted average common shares used in diluted computation | 32,595 | 32,847 | 33,609 | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
(Loss) income from continuing operations per share: | ||||||||||||||
Basic | $ | (0.04 | ) | $ | 0.04 | $ | 0.03 | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Diluted | $ | (0.04 | ) | $ | 0.04 | $ | 0.03 | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
The following instruments were excluded for purposes of calculating weighted average common share equivalents in the computation of diluted (loss) income per share from continuing operations as their effect would have been anti- dilutive: | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands) | ||||||||||||||
Stock options | 2,252 | 854 | 1,049 | |||||||||||
Restricted stock units | 198 | — | — | |||||||||||
Warrants | — | — | 4 | |||||||||||
Sale_of_Vehicle_Sensors
Sale of Vehicle Sensors | 12 Months Ended |
Mar. 31, 2015 | |
Sale of Vehicle Sensors | |
Sale of Vehicle Sensors | 3. Sale of Vehicle Sensors |
On July 29, 2011, we completed the sale of substantially all of our assets used in connection with our prior Vehicle Sensors segment to Bendix Commercial Vehicle Systems LLC ("Bendix"), a member of Knorr-Bremse Group, pursuant to an Asset Purchase Agreement (the "Agreement") signed on July 25, 2011 (the "Asset Sale"). | |
Pursuant to the terms of the Agreement, upon the closing of the Asset Sale, Bendix paid us $14.0 million in cash, subject to a $2.0 million holdback and adjustments based upon the working capital of the Vehicle Sensors segment at closing, and Bendix assumed certain specified obligations and liabilities of the Vehicle Sensors segment. In October 2012, we received approximately $1.7 million in connection with the release of the holdback. Furthermore, we are entitled to additional consideration in the form of the following performance and royalty-related earn-outs: Bendix is obligated to pay us an amount in cash equal to (i) 85% of revenue associated with royalties received under our license and distribution agreements with Audiovox Electronics Corporation and Valeo Schalter and Sensoren GmbH through December 31, 2017 and (ii) 30% of the amount, if any, by which the amount of revenue generated from the sale of our lane departure warning systems exceeds Bendix's projection for such revenue for the two years following the closing, each subject to certain reductions and limitations set forth in the Agreement. As of March 31, 2015, we received approximately $1.2 million in connection with royalty-related earn-outs provisions for a total of $14.9 million in cash from the Asset Sale. We also had approximately $180,000 in royalty-related receivables included in the prepaid expenses and other current assets in the accompanying consolidated balance sheet as of March 31, 2015. | |
Upon the closing of the Asset Sale and resolution of working capital adjustments (as described above), we recorded aggregate proceeds received of approximately $12.0 million. Legal and other professional fees of approximately $0.6 million that were directly related to the sale transaction were offset against the proceeds to calculate net proceeds from the Asset Sale of approximately $11.4 million. We recorded a gain on the Asset Sale of $207,000, $89,000 and $1.5 million, after tax, in the accompanying consolidated statements of operations for Fiscal 2015, Fiscal 2014, and Fiscal 2013, respectively, related to certain performance and royalty-related earn-outs (as described above). | |
In accordance with applicable accounting guidance, we determined that due to the Asset Sale, the Vehicle Sensors segment, which constituted one of our operating segments, qualified as a discontinued operation. The applicable financial results of the Vehicle Sensors segment have been reported as a discontinued operation in the consolidated statements of operations for all periods presented. Vehicle Sensors net sales have been reclassified as part of discontinued operation was $0 for the fiscal years ended March 31, 2015, 2014 and 2013. | |
Acquisitions
Acquisitions | 12 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Acquisitions | |||||||
Acquisitions | 4. Acquisitions | ||||||
Berkeley Transportation Systems, Inc. | |||||||
In Fiscal 2012, we acquired all of the outstanding capital stock of Berkeley Transportation Systems, Inc. ("BTS"). BTS was a privately-held company based in Berkeley, California, which specialized in transportation performance measurement. BTS' Performance Measurement System leverages its real-time data collection, diagnostic, fusion and warehousing platform to aggregate and compute performance measures. This information is used to analyze how a transportation system is performing based on pre-determined measures of effectiveness such as stops, delays and travel time. Our primary reasons for the acquisition were to add key technologies to complement our Performance Analytics solutions and strengthen our performance measurement and management initiative as a whole. | |||||||
Our consolidated financial statements for Fiscal 2015, Fiscal 2014 and Fiscal 2013 include the results of operations of BTS. On or shortly after the acquisition date, we paid a total of approximately $840,000 in cash to the shareholders of BTS. On December 17, 2012, the Company entered into an amendment to the BTS stock purchase agreement, which modified certain earn-out provisions, and as a result, the Company paid $700,000 in cash to the BTS shareholders for achievement of those modified earn-out provisions in our fourth quarter of Fiscal 2013. The amendment did not have a material impact on previous estimated amounts accrued in connection with the earn-out provisions. This payment completed the Company's obligation under the earn-out provisions of the agreement. During the third quarter of Fiscal 2014, the Company paid $250,000 pursuant to certain holdback provisions. Additionally, the Company paid the BTS shareholders approximately $336,000 in November 2014 pursuant to certain deferred payment provisions. This payment completed the Company's obligations under the deferred payment provisions of the purchase agreement. | |||||||
Meridian Environmental Technology, Inc. | |||||||
In Fiscal 2012, we acquired all of the capital stock of Meridian Environmental Technology, Inc. ("MET"), a privately-held company based in Grand Forks, North Dakota. MET specialized in 511/Advanced Traveler Information Systems, as well as the ClearPath Weather management tools (formerly known as Maintenance Decision Support System) that allow users to create solutions to meet roadway maintenance decision needs. Our primary reasons for the acquisition were (i) to enhance our ability to provide travelers and traffic management authorities with more accurate and real-time information and network performance management tools and (ii) to provide Iteris with key capabilities in the emerging performance measurement and management market. | |||||||
On or shortly after the acquisition date, we paid approximately $1.6 million in cash, exclusive of $369,000 of cash acquired. We also agreed to pay up to $1.0 million on each of the first two anniversaries of the closing of the acquisition upon the satisfaction of certain conditions, as well as up to an additional $2.0 million under a 24-month earn-out provision. | |||||||
In January 2012, we made a cash payment of approximately $668,000 of the first deferred payment to the shareholders of MET and held back $250,000 in accordance with certain provisions of the purchase agreement. In June 2012, we determined the contingencies related to the release of the $250,000 holdback were not met. As a result, no portion of the $250,000 holdback was released and the entire amount was reversed into operating income during the second quarter of Fiscal 2013. Additionally, no amounts were earned by the MET shareholders related to the first and second year earn-out provisions which ended on December 31, 2011 and 2012, respectively. The second deferred payment of $1.0 million was due in the fourth quarter of Fiscal 2013. As a result of certain holdback provisions and other deductions, the Company paid approximately $409,000 to the MET shareholders in the second quarter of Fiscal 2014. This payment completed the Company's obligations under the deferred payment provisions of the purchase agreement. The total purchase price paid for this business acquisition was approximately $2.7 million. | |||||||
Purchased Intangible Assets | |||||||
The following table presents details of the intangible assets acquired from MET: | |||||||
Estimated | Amount | ||||||
Useful Life | |||||||
(In years) | (In thousands) | ||||||
Technology | 6 | $ | 570 | ||||
Customer contracts / relationships | 6 | 500 | |||||
Other purchased intangible assets | 3 - 7 | 550 | |||||
| | | | | | | |
$ | 1,620 | ||||||
| | | | | | | |
| | | | | | | |
Impairment_of_Goodwill
Impairment of Goodwill | 12 Months Ended |
Mar. 31, 2015 | |
Impairment of Goodwill | |
Impairment of Goodwill | 5. Impairment of Goodwill |
As discussed in Note 1, goodwill is tested for impairment on an annual basis in our fourth fiscal quarter or more frequently if indicators of impairment exist. | |
In Fiscal 2012, we early adopted the provisions issued by the FASB that are intended to simplify goodwill impairment testing. The updated guidance permits us to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting units is less than its carrying amount, we conduct a two-step goodwill impairment test. We determined it was appropriate to perform a qualitative assessment and a quantitative first-step assessment in Fiscal 2013, Fiscal 2014 and Fiscal 2015 to estimate the fair value of our reporting units using both the income approach and the market approach. Based on our assessments, we determined that no impairment was indicated as of March 31, 2015 as the estimated fair value of each reporting unit exceeded its respective carrying value. | |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||
Mar. 31, 2015 | |||||
Fair Value Measurements | |||||
Fair Value Measurements | |||||
6. Fair Value Measurements | |||||
We measure fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, 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. | |||||
The liability for the estimated fair value of the contingent consideration in connection with our acquisitions of MET and BTS was initially determined using Level 3 inputs based on a probabilistic calculation whereby we assigned estimated probabilities to achieving the earn-out targets and then discounted the total contingent consideration to net present value. The MET and BTS earn-out targets were completed during Fiscal 2013 and the remaining liability at March 31, 2014 and March 31, 2013 related to deferred acquisition payments discounted to net present value using Level 1 inputs. The following table reconciles this liability measured at fair value on a recurring basis for Fiscal 2015 (in thousands): | |||||
Balance at March 31, 2014 | $ | 327 | |||
Earn-out payments made to BTS shareholders | (336 | ) | |||
Change in fair value included in net income | 9 | ||||
| | | | | |
Balance at March 31, 2015 | $ | — | |||
| | | | | |
| | | | | |
The change in the estimated fair value of this liability during the current fiscal year resulted primarily from payments to the shareholders of BTS related to the achievement of earn-out targets and reductions to our MET estimates regarding both the probability of achieving certain earn-out targets and the amounts of certain future deferred payments. | |||||
The current portion of the liability at March 31, 2015 and 2014 of $0 and approximately $327,000, respectively, is included within accrued liabilities in the accompanying consolidated balance sheets. The change in the estimated fair value of the liability for the years ended March 31, 2015, 2014 and 2013 is included as part of operating expenses in the accompanying consolidated statements of operations. | |||||
Other than the above, we did not have any material financial assets or liabilities measured at fair value on a recurring basis using Level 3 inputs as of March 31, 2015 or 2014. | |||||
Our non-financial assets, such as goodwill, intangible assets and property and equipment, are measured at fair value on a non-recurring basis, generally when there is a transaction involving those assets such as a purchase transaction, a business combination or an adjustment for impairment. No non-financial assets were measured at fair value during the fiscal years ended March 31, 2015 and 2014. | |||||
Credit_Facility
Credit Facility | 12 Months Ended |
Mar. 31, 2015 | |
Credit Facility | |
Credit Facility | |
7. Credit Facility | |
In October 2008, we entered into a $19.5 million credit facility with California Bank & Trust ("CB&T"). This credit facility provided for a two-year revolving line of credit with borrowings of up to $12.0 million and a 48-month term note in the original principal amount of $7.5 million. In September 2010, we entered into a modification agreement with CB&T to extend the expiration date of our revolving line of credit to October 1, 2012. We repaid in full all principal and accrued interest under the term note in September 2012. The term note did not contain any early termination fees or prepayment penalties. | |
In September 2012, we entered into a second modification agreement with CB&T to extend the expiration date of our revolving line of credit to October 1, 2014. In September 2014, we entered into a modification agreement with CB&T to extend the expiration date of our revolving line of credit to December 1, 2014. In November 2014, we entered into another modification agreement with CB&T to extend the expiration date of our revolving line of credit to March 1, 2015. In February 2015, we entered into another modification agreement with CB&T to extend the expiration date of our revolving line of credit to October 1, 2016 and modified certain financial and other covenants. Interest on borrowed amounts under the revolving line of credit is payable monthly at a rate equal to the current stated prime rate (3.25% at March 31, 2015) plus 0.25%, depending on aggregate deposit balances maintained at CB&T in relation to the total loan commitment under the credit facility. We are obligated to pay an unused line fee of 0.15% per annum applied to the average unused portion of the revolving line of credit during the preceding month. The revolving line of credit does not contain any early termination fees and is secured by substantially all of our assets. | |
As of March 31, 2015 and 2014, no amounts were outstanding under the credit facility with CB&T. Availability under this line of credit may be reduced or otherwise limited as a result of our obligations to comply with certain financial and other covenants. As of March 31, 2015 and 2014, we were in compliance with all such covenants. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Income Taxes | |||||||||||
Income Taxes | |||||||||||
8. Income Taxes | |||||||||||
The reconciliation of our income tax (benefit) provision to taxes computed at U.S. federal statutory rates is as follows: | |||||||||||
Year Ended March 31, | |||||||||||
2015 | 2014 | 2013 | |||||||||
(In thousands) | |||||||||||
(Benefit) provision for income taxes at statutory rates | $ | (712 | ) | $ | 688 | $ | 554 | ||||
State income taxes net of federal benefit | (108 | ) | 48 | 18 | |||||||
Tax credits | (148 | ) | (290 | ) | (39 | ) | |||||
Change in fair value of contingent acquisition consideration | 3 | 8 | (62 | ) | |||||||
Compensation charges | 88 | 22 | 31 | ||||||||
Change in valuation allowance | — | 185 | 188 | ||||||||
Other | 61 | 43 | 26 | ||||||||
| | | | | | | | | | | |
(Benefit) provision for income taxes | $ | (816 | ) | $ | 704 | $ | 716 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The components of deferred tax assets and liabilities are as follows: | |||||||||||
March 31, | |||||||||||
2015 | 2014 | ||||||||||
(In thousands) | |||||||||||
Deferred tax assets: | |||||||||||
Net operating losses | $ | 5,420 | $ | 5,835 | |||||||
Credit carry forwards | 1,610 | 1,350 | |||||||||
Deferred compensation and payroll | 1,163 | 958 | |||||||||
Bad debt allowance and other reserves | 504 | 516 | |||||||||
Deferred rent | 364 | 165 | |||||||||
Other, net | 271 | 198 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 9,332 | 9,022 | |||||||||
Valuation allowance | — | (373 | ) | ||||||||
| | | | | | | | ||||
Total deferred tax assets, net of valuation allowance | 9,332 | 8,649 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Property and equipment | (137 | ) | (285 | ) | |||||||
Acquired intangibles | (252 | ) | (276 | ) | |||||||
Goodwill | (653 | ) | (547 | ) | |||||||
| | | | | | | | ||||
Total deferred tax liabilities | (1,042 | ) | (1,108 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets | $ | 8,290 | $ | 7,541 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
The components of current and deferred federal and state income tax provisions and (benefits) are as follows: | |||||||||||
Year Ended March 31, | |||||||||||
2015 | 2014 | 2013 | |||||||||
(In thousands) | |||||||||||
Current income tax provision (benefit): | |||||||||||
Federal | $ | 3 | $ | 21 | $ | (20 | ) | ||||
State | 49 | 20 | 99 | ||||||||
Deferred income tax (benefit) provision: | |||||||||||
Federal | (655 | ) | 330 | 425 | |||||||
State | (213 | ) | 333 | 212 | |||||||
| | | | | | | | | | | |
Net income tax (benefit) provision | $ | (816 | ) | $ | 704 | $ | 716 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
At March 31, 2015, we had approximately $840,000 in federal alternative minimum tax credit carryforwards that can be carried forward indefinitely, and $538,000 in federal research credits that begin to expire in 2031. We also had $352,000 in state tax credits that begin to expire in 2025. We had approximately $18.5 million of federal net operating loss carryforwards at March 31, 2015 that begin to expire in 2022. We also had approximately $92,000 of state net operating loss carryforwards at March 31, 2015 that begin to expire in 2031. | |||||||||||
Due to changes in stock ownership, our federal net operating loss carryforwards of approximately $18.5 million as of March 31, 2015 and other federal attributes are subject to an annual limitation under Section 382 of the Internal Revenue Code. As of March 31, 2015, based on the cumulative amount of tax attributes that have become available under the limitation imposed by Section 382, all of our net operating losses are now fully available for use. Our deferred tax assets at March 31, 2015 do not include approximately $874,000 of excess tax benefits from employee stock option exercises that are a component of our net operating loss carryforwards. If and when such excess tax benefits are realized, stockholders' equity will be increased. | |||||||||||
As of March 31, 2014, we recorded a valuation allowance against certain of our state net operating loss ("NOL") carryforwards which we estimated were likely to not be realized within the applicable carryforward period in the amount of $373,000, net of federal tax benefit. As of March 31, 2015, the applicable state NOLs expired and, therefore, we reduced the related deferred tax asset and removed the associated valuation allowance. In making our determination as to 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. | |||||||||||
Unrecognized Tax Benefits | |||||||||||
As of March 31, 2015 and 2014, our gross unrecognized tax benefits were $319,000 and $281,000, respectively, of which $184,000 and $135,000, respectively, are netted against certain noncurrent deferred tax assets. The amounts that would affect our effective tax rate if recognized are $257,000 and $217,000, respectively. | |||||||||||
We recognize interest and/or penalties related to income tax matters in income tax expense. As of March 31, 2015 and 2014, we had accrued cumulatively $47,000 and $53,000, respectively, for the payment of potential interest and penalties. The total amount of interest and penalties recognized in the consolidated statements of operations for Fiscal 2015 and Fiscal 2014 was $6,000 and $14,000, respectively. | |||||||||||
A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows: | |||||||||||
Year Ended March 31, | |||||||||||
2015 | 2014 | 2013 | |||||||||
(In thousands) | |||||||||||
Gross unrecognized tax benefits at beginning of year | $ | 281 | $ | 218 | $ | 1,692 | |||||
Increases for tax positions taken in prior years | 14 | 106 | — | ||||||||
Decreases for tax positions taken in prior years | (3 | ) | (53 | ) | (1,431 | ) | |||||
Increases for tax positions taken in the current year | 46 | 41 | 17 | ||||||||
Lapse in statute of limitations | (19 | ) | (31 | ) | (60 | ) | |||||
| | | | | | | | | | | |
Gross unrecognized tax benefits at March 31 | $ | 319 | $ | 281 | $ | 218 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
We do not anticipate a significant change in gross unrecognized tax benefits within the next twelve months. We are subject to taxation in the U.S. and various state tax jurisdictions. We are subject to U.S. federal tax examination for fiscal tax years ended March 31, 2012 or later, and state and local income tax examination for fiscal tax years ended March 31, 2011 or later. However, if NOL carryforwards that originated in earlier tax years are utilized in the future, the amount of such NOLs from such earlier years remain subject to review by tax authorities. | |||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies: | |||||
Commitments and Contingencies | 9. Commitments and Contingencies | ||||
Litigation and Other Contingencies | |||||
On October 24, 2014, Wavetronix LLC, an Idaho limited liability company, filed a lawsuit against us in the United States District Court for the Western District of Texas alleging infringement of United States Patent No. 7,991,542. The lawsuit related to our Vantage Vector product, which is a vehicle detection sensor used in traffic control applications. Wavetronix was seeking unspecified compensatory and treble damages, attorney fees and a permanent injunction. In March, 2015, the Company entered into a settlement agreement with Wavetronix, pursuant to which the lawsuit was settled for an amount that did not have a material impact on our financial statements and the lawsuit was dismissed. Pursuant to the terms of the settlement agreement, the Company agreed to remove the Continuous Mode Dilemma Zone feature from its Vantage Vector product. Neither party admitted liability and the remaining terms of the settlement are confidential, but did not have a material impact on the Company's financial statements. | |||||
In addition to the matter described above, as a provider of traffic engineering services, products and solutions, we may be, from time to time, involved in other litigation relating to claims arising out of our operations in the normal course of business. We cannot accurately predict the outcome of any such litigation including whether the adverse outcome of such litigation, individually or in the aggregate, would have a material adverse effect on our consolidated results of operations, financial position or cash flows. | |||||
Operating Leases | |||||
In May 2007, we entered into an agreement to lease 52,000 square feet of office space in Santa Ana, California for a term of 88 months. In September 2007, we relocated our headquarters and principal operations into this space. The monthly lease rate was $102,000 during the first year of the lease and increased each year thereafter, to $120,000 per month during the last year of the lease. In February 2014, we entered into an amendment to the lease, which reduced our office space by approximately 11,000 square feet and changed the lease term to 96 months, commencing on April 1, 2014. The monthly lease rate is approximately $76,000 during the first year of the amended term and increases each year thereafter, up to a maximum of approximately $90,000 during the last year of the term. Additionally, the lease amendment provided for approximately $328,000 in incentives in the form of tenant improvement allowances, which we recorded as fixed assets and deferred rent in our consolidated balance sheet. The leasehold improvements were capitalized into fixed assets during Fiscal 2015 and will be depreciated over the estimated useful life of the improvements, or the term of the lease amendment, whichever is shorter. The corresponding deferred rent amount will reduce monthly rent expense over the term of the lease amendment. | |||||
We have lease commitments for facilities in various locations throughout the U.S., as well as for certain equipment. Future minimum rental payments under these non-cancelable operating leases at March 31, 2015 were as follows: | |||||
Year Ending March 31, | |||||
(In thousands) | |||||
2016 | $ | 1,738 | |||
2017 | 1,642 | ||||
2018 | 1,485 | ||||
2019 | 1,328 | ||||
2020 | 1,114 | ||||
Thereafter | 2,143 | ||||
| | | | | |
$ | 9,450 | ||||
| | | | | |
| | | | | |
Rent expense totaled approximately $1.7 million, $1.9 million and $1.9 million for Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively. | |||||
Related Party Transaction | |||||
We previously subleased office space to Maxxess Systems, Inc. ("Maxxess"), one of our former subsidiaries that we sold in September 2003. Maxxess is currently owned by an investor group that includes our current Chief Executive Officer ("CEO") and director, who is also the CEO of Maxxess, although he is on temporary leave from Maxxess while holding the CEO position with Iteris, Inc. The Maxxess investor group also includes one former director of Iteris, Inc. The sublease terminated in September 2007, at which time Maxxess owed us an aggregate of $274,000 related to this sublease and certain ancillary corporate services that we provided to Maxxess. In August 2009, Maxxess executed a promissory note payable to Iteris in the original principal amount of $274,000. The promissory note accrued interest at a rate of 6% per annum, compounded annually, with accrued interest to be paid annually on the first business day of each calendar year; and allowed payments under the note to be made in bona fide services rendered by Maxxess to Iteris, to the extent such services and amounts were pre-approved in writing by us. All amounts outstanding under the note were to become due and payable on the earliest of (i) August 10, 2014, (ii) a change of control in Maxxess, or (iii) a financing by Maxxess resulting in gross proceeds of at least $10 million. | |||||
On July 23, 2013, the promissory note from Maxxess was amended and restated. The amended and restated note bears interest at a rate of 6% per annum, compounded annually, with accrued interest to be paid quarterly on the first business day of each calendar quarter. Payments under the amended and restated note may only be paid in cash and all amounts outstanding will become due and payable on the earliest of (i) August 10, 2016, (ii) a change of control in Maxxess, or (iii) a financing by Maxxess resulting in gross proceeds of at least $10 million. As of March 31, 2015, approximately $259,000 of the original principal balance was outstanding and payable to Iteris. We have previously fully reserved amounts owed to us by Maxxess and all outstanding principal remains fully reserved. | |||||
Inventory Purchase Commitments | |||||
At March 31, 2015, we had firm commitments to purchase approximately $3.8 million of inventory, operating assets and other supplies, which are expected to occur primarily during the first and second quarters of Fiscal 2016. | |||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||
Mar. 31, 2015 | |||||
Stockholders' Equity | |||||
Stockholders' Equity | |||||
10. Stockholders' Equity | |||||
Preferred Stock | |||||
Our certificate of incorporation provides for the issuance of up to 2,000,000 shares of preferred stock. Our Board of Directors is authorized to issue from time to time such authorized but unissued shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each such series, including the dividend, conversion, voting, redemption and liquidation rights. As of March 31, 2015 and 2014, there were no outstanding shares of preferred stock, and we do not currently have plans to issue any shares of preferred stock. | |||||
In August 2009, our Board of Directors adopted a stockholder rights plan, which calls for preferred stock purchase rights (each, a "Right") to be distributed, as a dividend, at the rate of one Right for each share of common stock held as of September 3, 2009. Each Right will entitle holders of common stock to buy one one-thousandth of one share of Series A Junior Participating Preferred Stock of Iteris. A further description and terms of the Rights are set forth in the Rights Agreement dated August 20, 2009 (as amended in August 2012) by and between Iteris and Computershare Trust Company, N.A., as rights agent. In connection with the stockholder rights plan, our Board of Directors approved the adoption of a Certificate of Designations, which created the Series A Junior Participating Preferred Stock, and likewise authorized the filing of a Certification of Elimination to eliminate the two series of junior participating preferred stock, which were originally created in April 1998 in connection with our previous stockholder rights plan which expired in 2008. | |||||
Common Stock Warrants | |||||
As of March 31, 2015, we had no outstanding warrants to purchase shares of our common stock. All warrants have been exercised, forfeited or cancelled. | |||||
Common Stock Reserved for Future Issuance | |||||
The following summarizes common stock reserved for future issuance at March 31, 2015: | |||||
Number of Shares | |||||
(In thousands) | |||||
Stock options outstanding | 2,199 | ||||
Restricted stock units outstanding | 194 | ||||
Authorized for future issuance under stock incentive plans | 1,423 | ||||
| | | | | |
3,816 | |||||
| | | | | |
| | | | | |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Employee Benefit Plans | ||||||||||||||
Employee Benefit Plans | 11. Employee Benefit Plans | |||||||||||||
Stock Incentive Plans | ||||||||||||||
In September 2007, our stockholders approved the 2007 Omnibus Incentive Plan (the "2007 Plan"), which provides that options to purchase shares of our unissued common stock may be granted to our employees, officers, consultants and directors at exercise prices which are equal to or greater than the market value of our common stock on the date of grant. Options expire no more than ten years after the date of grant and generally vest at the rate of 25% on each of the first four anniversaries of the grant date. The 2007 Plan also allows for the issuance of stock appreciation rights, restricted stock, restricted stock units ("RSUs") and other stock-based awards based on the value of our common stock. New shares are issued to satisfy stock option exercises and share issuances under the 2007 Plan. In September 2009, our stockholders approved an amendment to increase the number of shares of our common stock authorized and reserved for issuance under the 2007 Plan by 800,000 shares to a total of 1,650,000 shares. In September 2012, our stockholders approved an amendment to increase the number of shares of our common stock authorized and reserved for issuance under the 2007 Plan by 800,000 shares to a total of 2,450,000 shares. On October 17, 2014, our stockholders approved an amendment of the 2007 Plan to increase the number of shares of common stock authorized for issuance under the 2007 Plan by an additional 1,500,000 shares to a total of 3,950,000 shares. At March 31, 2015, there were approximately 1,423,000 shares of common stock available for grant under this plan. As of March 31, 2015, options to purchase approximately 2,003,000 shares of common stock, as well as 194,000 RSUs, were outstanding under the 2007 Plan. | ||||||||||||||
Our 1997 Stock Incentive Plan (the "1997 Plan") terminated in September 2007; however, all stock options outstanding under the 1997 Plan remain outstanding pursuant to the terms of such stock options. As of March 31, 2015, options to purchase approximately 196,000 shares of our common stock were outstanding under the 1997 Plan. No further options or other stock-based awards may be granted under the 1997 Plan. | ||||||||||||||
Certain options granted under the 2007 Plan and the 1997 Plan (collectively, the "Plans") and the RSUs granted under the 2007 Plan provide for accelerated vesting of unvested options in the event of a change in control under certain circumstances. | ||||||||||||||
Stock Options | ||||||||||||||
A summary of activity in the Plans with respect to our stock options for Fiscal 2015 is as follows: | ||||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||
Average | Average | Intrinsic Value | ||||||||||||
Exercise | Remaining | |||||||||||||
Price Per | Contractual | |||||||||||||
Share | Life | |||||||||||||
(In thousands) | (Years) | (In thousands) | ||||||||||||
Options outstanding at March 31, 2014 | 2,019 | $ | 1.88 | |||||||||||
Granted | 730 | 1.85 | ||||||||||||
Exercised | (24 | ) | 1.4 | |||||||||||
Forfeited | (427 | ) | 1.88 | |||||||||||
Expired | (99 | ) | 2.88 | |||||||||||
| | | | | | | | | | | | | | |
Options outstanding at March 31, 2015 | 2,199 | $ | 1.83 | 5.8 | $ | 315 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Options exercisable at March 31, 2015 | 1,324 | $ | 1.85 | 3.6 | $ | 268 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Vested and expected to vest at March 31, 2015 | 2,061 | $ | 1.83 | 5.5 | $ | 313 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Options exercisable at March 31, 2015 pursuant to a change-in-control | 2,199 | $ | 1.83 | 5.8 | $ | 315 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Restricted Stock Units | ||||||||||||||
In August 2010, we began granting RSUs under the 2007 Plan to certain of our employees. RSU awards are stock-based awards that entitle the holder to receive one share of our common stock for each RSU upon vesting. RSUs vest at the rate of 25% on each of the first four anniversaries of the grant date provided that the holder remains in service (as defined by the 2007 Plan) as of the vesting date. The fair value per RSU is determined based on the closing market price of our common stock on the grant date. | ||||||||||||||
A summary of activity with respect to our RSUs for Fiscal 2015 is as follows: | ||||||||||||||
# of Shares | Weighted | Weighted | Aggregate | |||||||||||
Average | Average | Intrinsic Value | ||||||||||||
Price Per | Remaining | |||||||||||||
Share | Life | |||||||||||||
(In thousands) | (Years) | (In thousands) | ||||||||||||
RSUs outstanding at March 31, 2014 | 195 | $ | 1.58 | |||||||||||
Granted | 90 | 1.87 | ||||||||||||
Vested | (83 | ) | 1.51 | |||||||||||
Forfeited | (8 | ) | 1.81 | |||||||||||
| | | | | | | | | | | | | | |
RSUs outstanding at March 31, 2015 | 194 | $ | 1.74 | 2.6 | $ | 21 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Expected to vest at March 31, 2015 | 153 | $ | 1.71 | 2.5 | $ | 20 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Common stock issuable (for RSUs) at March 31, 2015 upon a change-in-control | 194 | $ | 1.74 | 2.6 | $ | 21 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Stock-Based Compensation | ||||||||||||||
The following table presents stock-based compensation expense that is included in each functional line item in our consolidated statements of operations: | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands) | ||||||||||||||
Cost of revenues | $ | 21 | $ | 30 | $ | 42 | ||||||||
Selling, general and administrative expense | 315 | 246 | 237 | |||||||||||
Research and development expense | 62 | 24 | — | |||||||||||
| | | | | | | | | | | ||||
Total stock-based compensation | $ | 398 | $ | 300 | $ | 279 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
At March 31, 2015, there was approximately $894,000 of unrecognized compensation expense related to unvested stock options and RSUs. This expense is currently expected to be recognized over a weighted average period of approximately 2.8 years. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional stock options, RSUs or other stock-based awards. | ||||||||||||||
The grant date fair value of stock options granted was estimated using the following weighted-average assumptions: | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
Expected life—years | 7.7 | 7.0 | 7.0 | |||||||||||
Risk-free interest rate | 2.0 | % | 2.0 | % | 1.2 | % | ||||||||
Expected volatility of common stock | 50 | % | 51 | % | 52 | % | ||||||||
Dividend yield | — | % | — | % | — | % | ||||||||
A summary of certain fair value and intrinsic value information pertaining to our stock options is as follows: | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands, except per | ||||||||||||||
share amounts) | ||||||||||||||
Weighted average grant date fair value per share of options granted | $ | 1.01 | $ | 0.99 | $ | 0.81 | ||||||||
Intrinsic value of options exercised | $ | 9 | $ | 281 | $ | 42 | ||||||||
Employee Incentive Programs | ||||||||||||||
Under the terms of a Profit Sharing Plan, we may contribute to a trust fund such amounts as determined annually by the Board of Directors. No contributions were made during the fiscal years ended March 31, 2015, 2014 and 2013. | ||||||||||||||
We sponsor a defined contribution 401(k) plan (the "401(k) Plan"), adopted in 1990, under which eligible associates voluntarily contribute to the plan, up to IRS maximums, through payroll deductions. We match up to 50% of contributions, up to a stated limit, with all matching contributions being fully vested after three years of service. Our matching contributions under the 401(k) Plan were approximately $495,000, $504,000 and $498,000 for the fiscal years ended March 31, 2015, 2014 and 2013, respectively. | ||||||||||||||
Stock_Repurchase_Program
Stock Repurchase Program | 12 Months Ended |
Mar. 31, 2015 | |
Stock Repurchase Program | |
Stock Repurchase Program | |
12. Stock Repurchase Program | |
In August 2011, our Board of Directors approved a stock repurchase program pursuant to which we were authorized to acquire up to $3 million of our outstanding common stock from time to time through August 2012. We repurchased approximately 964,000 shares under this original program for a total purchase price of $1.3 million. On August 9, 2012, our Board of Directors approved a new stock repurchase program pursuant to which we may acquire up to $3 million of our outstanding common stock for an unspecified length of time. Under the new program, we may repurchase shares from time to time in open-market and privately negotiated transactions and block trades, and may also repurchase shares pursuant to a 10b5-1 trading plan during our closed trading windows. There is no guarantee as to the exact number of shares that will be repurchased. We may modify or terminate the repurchase program at any time without prior notice. On November 6, 2014, our Board of Directors approved a $3.0 million increase to the Company's existing stock repurchase program, pursuant to which the Company may continue to acquire shares of its outstanding common stock from time to time for an unspecified length of time. | |
For our fiscal year ended March 31, 2015, 2014 and 2013, we repurchased approximately 473,000, 196,000 and 1,524,000 shares of our common stock, respectively. From inception of the program in August 2011 through March 31, 2015, we repurchased approximately 2,766,000 shares of our common stock for an aggregate price of approximately $4.4 million, at an average price per share of $1.59. As of March 31, 2015, all repurchased shares have been retired and resumed their status as authorized and unissued shares of our common stock. As of March 31, 2015, approximately $2,884,000 remains available for the repurchase of our common stock under our current program. | |
Business_Segments_Significant_
Business Segments, Significant Customer and Geographic Information | 12 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Business Segments, Significant Customer and Geographic Information | ||||||||||||||
Business Segments, Significant Customer and Geographic Information | ||||||||||||||
13. Business Segments, Significant Customer and Geographic Information | ||||||||||||||
Business Segments | ||||||||||||||
We operate in three reportable segments: Roadway Sensors, Transportation Systems and Performance Analytics. | ||||||||||||||
The Roadway Sensors segment provides hardware and software products to multiple segments of the ITS market. These various vehicle detection and information systems are used for traffic intersection control, incident detection and roadway traffic data collection applications. These include, among other products, our Vantage, VantageNext, VersiCam, Vantage Vector, SmartCycle, SmartSpan, Velocity, P10, P100 and Abacus products. | ||||||||||||||
The Transportation Systems segment includes transportation engineering and consulting services, and the development of transportation management and traveler information systems for the ITS industry. During Fiscal 2013, this segment included the operations of MET, which specializes in 511/Advanced Traveler Information Systems and offers predictive weather and ClearPath Weather management tools that allow users to create solutions to meet roadway maintenance decision needs. As of April 1, 2013, the predictive weather and ClearPath Weather services were reassigned to the Performance Analytics segment to better align our predictive weather and traffic capabilities, resources and initiatives. | ||||||||||||||
The Performance Analytics segment includes our performance measurement and information management solution iPeMS, a specialized transportation performance measurement and traffic analytics solution, as well as ClearPath Weather, our road-maintenance application, and ClearAg, our precision agriculture solution. iPeMS provides big data and software analytics solutions that help determine current and future traffic patterns, permitting the effective performance analysis and management of traffic infrastructure resources. This information can then be analyzed by traffic professionals to measure how a transportation network is performing and to identify potential areas of improvement. Our ClearAg platform provides access to a comprehensive database of weather, soil and agronomic information essential to making informed agricultural decisions. | ||||||||||||||
The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies (Note 1). Certain corporate expenses, including interest and amortization of intangible assets, are not allocated to the segments. The reportable segments are each managed separately because they manufacture and distribute distinct products or provide services with different processes. All reported segment revenues are derived from external customers. | ||||||||||||||
Selected financial information for our reportable segments for the fiscal years ended March 31, 2015, 2014 and 2013 is as follows: | ||||||||||||||
Roadway | Transportation | Performance | Total | |||||||||||
Sensors | Systems | Analytics | ||||||||||||
(In thousands) | ||||||||||||||
Year Ended March 31, 2015 | ||||||||||||||
Revenues | $ | 36,370 | $ | 30,294 | $ | 5,587 | $ | 72,251 | ||||||
Depreciation | 119 | 115 | 142 | 376 | ||||||||||
Segment income (loss) | 6,302 | 4,239 | (4,449 | ) | 6,092 | |||||||||
Year Ended March 31, 2014 | ||||||||||||||
Revenues | $ | 31,769 | $ | 30,524 | $ | 5,935 | $ | 68,228 | ||||||
Depreciation | 208 | 161 | 118 | 487 | ||||||||||
Segment income (loss) | 5,791 | 3,363 | (1,575 | ) | 7,579 | |||||||||
Year Ended March 31, 2013 | ||||||||||||||
Revenues | $ | 26,002 | $ | 30,010 | $ | 5,673 | $ | 61,685 | ||||||
Depreciation | 221 | 362 | 20 | 603 | ||||||||||
Segment income (loss) | 4,119 | 3,561 | (233 | ) | 7,447 | |||||||||
The following table reconciles total segment income to consolidated income from continuing operations before income taxes: | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands) | ||||||||||||||
Segment income: | ||||||||||||||
Total income from reportable segments | $ | 6,092 | $ | 7,579 | $ | 7,447 | ||||||||
Unallocated amounts: | ||||||||||||||
Corporate and other expenses | (7,731 | ) | (4,903 | ) | (5,350 | ) | ||||||||
Amortization of intangible assets | (431 | ) | (627 | ) | (644 | ) | ||||||||
Change in fair value of contingent acquisition consideration | (9 | ) | (25 | ) | 181 | |||||||||
Other (expense) income, net | (20 | ) | — | 2 | ||||||||||
Interest income (expense), net | 6 | — | (6 | ) | ||||||||||
| | | | | | | | | | | ||||
(Loss) income from continuing operations before income taxes | $ | (2,093 | ) | $ | 2,024 | $ | 1,630 | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Significant Customer and Geographic Information | ||||||||||||||
We currently have, and historically have had, a diverse customer base. For Fiscal 2015, one individual customer represented approximately 10% of our total revenues and no other individual customer represented greater than 10% of our total revenues. For Fiscal 2014, one individual customer represented approximately 11% of our total revenues and no other individual customer represented greater than 10% of our total revenues. For Fiscal 2013, one individual customer represented approximately 13% of our total revenues and no other individual customer represented greater than 10% of our total revenues. | ||||||||||||||
No individual customer or government agency had a receivable balance at March 31, 2015 or 2014 greater than 10% of our total trade accounts receivable balances as of March 31, 2015 and 2014, respectively. | ||||||||||||||
The following table sets forth the percentages of our revenues, by geographic region, derived from shipments to, or contract, service and other revenues from, external customers located outside the U.S.: | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
Middle East | 3 | % | 4 | % | 3 | % | ||||||||
Other | — | 1 | 1 | |||||||||||
| | | | | | | | | | | ||||
3 | % | 5 | % | 4 | % | |||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Substantially all of our long-lived assets are held in the U.S. | ||||||||||||||
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||||||||
Quarterly Financial Data (Unaudited) | 14. Quarterly Financial Data (Unaudited) | ||||||||||||||||
Quarter Ended: | Revenues | Gross Profit | Net (Loss) | Basic Net | Diluted Net | ||||||||||||
Income | (Loss) Income | (Loss) Income | |||||||||||||||
per Share | per Share | ||||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||
June 30, 2014 | $ | 18,116 | $ | 6,807 | $ | (19 | ) | $ | — | $ | — | ||||||
September 30, 2014 | 18,550 | 7,299 | (187 | ) | (0.01 | ) | (0.01 | ) | |||||||||
December 31, 2014 | 17,540 | 6,862 | (98 | ) | — | — | |||||||||||
March 31, 2015 | 18,045 | 7,214 | (766 | ) | (0.02 | ) | (0.02 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
$ | 72,251 | $ | 28,182 | $ | (1,070 | ) | $ | (0.03 | )* | $ | (0.03 | )* | |||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
June 30, 2013 | $ | 17,030 | $ | 6,726 | $ | 460 | $ | 0.01 | $ | 0.01 | |||||||
September 30, 2013 | 17,027 | 6,912 | 661 | 0.02 | 0.02 | ||||||||||||
December 31, 2013 | 16,548 | 6,192 | 238 | 0.01 | 0.01 | ||||||||||||
March 31, 2014 | 17,623 | 6,144 | 50 | 0 | 0 | ||||||||||||
| | | | | | | | | | | | | | | | | |
$ | 68,228 | $ | 25,974 | $ | 1,409 | $ | 0.04 | * | $ | 0.04 | * | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
* | Annual per share amounts may not agree to the sum of the quarterly per share amounts due to differences between average shares outstanding during the periods. | ||||||||||||||||
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2015 | |
Description of Business and Summary of Significant Accounting Policies | |
Basis of Presentation | |
Basis of Presentation | |
Our consolidated financial statements include the accounts of Iteris, Inc. and its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). All significant intercompany accounts and transactions have been eliminated in consolidation. | |
The results of continuing operations for all periods presented in the consolidated financial statements exclude the financial impact of a discontinued operation. See Note 3, "Sale of Vehicle Sensors," for further discussion related to the discontinued operation presentation. | |
Use of Estimates | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in the preparation of the consolidated financial statements include the collectability of accounts receivable and related allowance for doubtful accounts, projections of taxable income used to assess realizability of deferred tax assets, inventory and warranty reserves, costs to complete long-term contracts, indirect cost rates used in cost-plus contracts, contract reserves, the valuation of purchased intangible assets and goodwill, the valuation of equity instruments and estimates of future cash flows used to assess the recoverability of long-lived assets and the impairment of goodwill, fair value of our stock option awards used to calculate the stock-based compensation and other contingencies. | |
Revenue Recognition | |
Revenue Recognition | |
Product revenues and related costs of sales are recognized when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery under the terms of the arrangement has occurred, (iii) the price to the customer is fixed or determinable, and (iv) collection of the receivable is reasonably assured. These criteria are typically met at the time of product shipment, but in certain circumstances, may not be met until receipt or acceptance by the customer. Accordingly, at the date revenue is recognized, the significant obligations or uncertainties concerning the sale have been resolved. | |
Transportation Systems and Performance Analytics revenues are derived primarily from long-term contracts with governmental agencies. When appropriate, revenues are recognized using the percentage of completion method of accounting, whereby revenue is recognized as contract performance progresses and is determined based on the relationship of costs incurred to total estimated costs. Any anticipated losses on contracts are charged to earnings when identified. Changes in job performance and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenues and are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. Certain of our revenues are recognized as services are performed and amounts are earned, which is measured by time incurred or other contractual milestones or output measures. Revenues accounted for in this manner generally relate to certain fixed fee professional services, cost-plus fixed fee or time-and-materials contracts. Revenues for ongoing operations and maintenance services contracts are generally accounted for ratably as the services are performed throughout the term of the contract. Payments received in advance of services performed are deferred and recognized when the related services are performed. | |
We recognize revenue from the sale of deliverables that are part of a multiple-element arrangement in accordance with applicable accounting guidance that establishes a relative selling price hierarchy permitting the use of an estimated selling price to determine the allocation of arrangement consideration to a deliverable in a multiple-element arrangement where neither vendor specific objective evidence ("VSOE") nor third-party evidence ("TPE") of fair value is available for that deliverable. In the absence of VSOE or TPE of the standalone selling price for one or more delivered or undelivered elements in a multiple-element arrangement, we are required to estimate the selling prices of those elements. Overall arrangement consideration is allocated to each element (both delivered and undelivered items) that has stand-alone value based on their relative selling prices, regardless of whether those selling prices are evidenced by VSOE or TPE or are based on our estimated selling prices. | |
We account for multiple-element arrangements that consist only of software and software-related services in accordance with applicable accounting guidance for software and software-related transactions. For such transactions, revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element, and fair value is determined by VSOE. If we cannot objectively determine the fair value of any undelivered element included in such multiple-element arrangements and the only undelivered element is post-contract customer support or maintenance, and VSOE of the fair value of such support or maintenance does not exist, revenue from the entire arrangement is recognized ratably over the support period. When the fair value of a delivered element has not been established but VSOE of fair value exists for the undelivered elements, we use the residual method to recognize revenue if the fair value of all undelivered elements is determinable. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered elements and is recognized as revenue. | |
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts | |
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts | |
Costs and estimated earnings in excess of billings on uncompleted contracts in the accompanying consolidated balance sheets represent unbilled amounts earned and reimbursable under services sales arrangements. At any given period-end, a large portion of the balance in this account represents the accumulation of labor, materials and other costs that have not been billed due to timing, whereby the accumulation of each month's costs and earnings are not administratively billed until the subsequent month. Also included in this account are amounts that will become billable according to contract terms, which usually require the consideration of the passage of time, achievement of milestones or completion of the project. Such unbilled amounts are expected to be billed and collected within the next twelve months. | |
Costs and estimated earnings in excess of billings on uncompleted contracts at March 31, 2015 and 2014 include approximately $1.0 million in each year, which were not billable because certain milestone objectives specified in the contracts had not been attained. The costs and estimated earnings in excess of billings at March 31, 2015 are expected to be billed and collected during the fiscal year ending March 31, 2016 ("Fiscal 2016"). | |
Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | |
Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | |
Billings in excess of costs and estimated earnings on uncompleted contracts in the accompanying consolidated balance sheets is comprised of cash collected from customers and billings to customers on contracts in advance of work performed, advance payments negotiated as a contract condition, estimated losses on uncompleted contracts, project-related legal liabilities and other project-related reserves. The unearned amounts are expected to be earned within the next twelve months. | |
We record provisions for estimated losses on uncompleted contracts in the period in which such losses become known. The cumulative effects of revisions to contract revenues and estimated completion costs are recorded in the accounting period in which the amounts become evident and can be reasonably estimated. These revisions can include such items as the effects of change orders and claims, warranty claims, liquidated damages or other contractual penalties and adjustments for contract closeout settlements. | |
Concentration of Credit Risk | |
Concentration of Credit Risk | |
Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and trade accounts receivable. | |
Cash and cash equivalents consist primarily of demand deposits and money market funds maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with high quality financial institutions, and therefore are believed to have minimal credit risk. | |
Our accounts receivable are primarily derived from billings with customers located throughout North America, as well as in the Middle East, Europe, South America and Asia. We generally do not require collateral or other security from our customers. We maintain an allowance for doubtful accounts for potential credit losses, which losses have historically been within management's expectations. | |
Fair Values of Financial Instruments | |
Fair Values of Financial Instruments | |
The fair value of cash and cash equivalents, receivables, accounts payable and accrued expenses approximate carrying value because of the short period of time to maturity. | |
Cash and Cash Equivalents | |
Cash and Cash Equivalents | |
Cash and cash equivalents consist of cash and short-term investments with initial maturities of ninety days or less. | |
Allowance for Doubtful Accounts | |
Allowance for Doubtful Accounts | |
The collectability of our accounts receivable is evaluated through review of outstanding invoices and ongoing credit evaluations of our customers' financial condition. In cases where we are aware of circumstances that may impair a specific customer's ability to meet its financial obligations subsequent to the original sale, we will record an allowance against amounts due, and thereby reduce the net recognized accounts receivable to the amount we reasonably believe will be collected. We also maintain an allowance based on our historical collections experience. When we determine that collection is not likely, we write off accounts receivable against the allowance for doubtful accounts. | |
Inventories | |
Inventories | |
Inventories consist of finished goods, work-in-process and raw materials and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. | |
Property and Equipment | |
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. | |
Goodwill and Long-Lived Assets | |
Goodwill and Long-Lived Assets | |
We evaluate goodwill on an annual basis in our fourth fiscal quarter or more frequently if we believe indicators of impairment exist. We have determined that our reporting units for purposes of testing for goodwill impairment are identical to our reportable segments for financial reporting purposes. We adopted the provisions issued by the Financial Accounting Standards Board ("FASB") that were intended to simplify goodwill impairment testing. This guidance permits us to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we conduct a two-step goodwill impairment test. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their carrying values. We determine the fair values of our reporting units using the income valuation approach, as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, we perform the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit's goodwill with the carrying value of that goodwill. The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. We performed an annual impairment assessment of the carrying value of goodwill for each of the fiscal years ended March 31, 2015, 2014 and 2013. Based on these assessments, we determined that no impairment as of each of these dates was indicated as the estimated fair value of each of our reporting units exceeded its respective carrying value. Indicators which could result in future impairment charges include, among others, changes in economic conditions, changes in competitive conditions and customer preferences. We monitor the indicators for goodwill impairment testing between annual tests. | |
We test long-lived assets and purchased intangible assets (other than goodwill) for impairment if we believe indicators of impairment exist. We determine whether the carrying value of an asset or asset group is recoverable, based on comparisons to undiscounted expected future cash flows the asset are expected to generate. If an asset is not recoverable, we record an impairment loss equal to the amount by which the carrying value of the asset exceeds its fair value. We primarily use the income valuation approach to determine the fair value of our long lived assets and purchased intangible assets. | |
Income Taxes | |
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. | |
Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. | |
Stock-Based Compensation | |
Stock-Based Compensation | |
We record stock-based compensation in the consolidated statements of operations as an expense, based on the estimated grant date fair value of our stock-based awards, whereby such fair values are amortized over the requisite service period. Our stock-based awards are currently comprised of common stock options and restricted stock units. The fair value of our common stock option awards is estimated on the grant date using the Black-Scholes-Merton option-pricing formula. While utilizing this model meets established requirements, the estimated fair values generated by it may not be indicative of the actual fair values of our common stock option awards as it does not consider certain factors important to those awards to employees, such as continued employment and periodic vesting requirements, as well as limited transferability. The fair value of our restricted stock units is based on the closing market price of our common stock on the grant date. If there are any modifications or cancellations of the underlying unvested stock-based awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. | |
Research and Development Expenditures | |
Research and Development Expenditures | |
Research and development expenditures are charged to expense in the period incurred. | |
Shipping and Handling Costs | |
Shipping and Handling Costs | |
Shipping and handling costs are included as cost of revenues in the period during which the products ship. | |
Sales Taxes | |
Sales Taxes | |
Sales taxes are presented on a net basis (excluded from revenues) in the consolidated statements of operations. | |
Advertising Expenses | |
Advertising Expenses | |
Advertising costs are expensed in the period incurred and totaled $134,000, $168,000 and $165,000 in the fiscal years ended March 31, 2015, 2014 and 2013, respectively. | |
Warranty | |
Warranty | |
We generally provide a one to three year warranty from the original invoice date on all products, materials and workmanship. Products sold to various original equipment manufacturer customers sometimes carry longer warranties. Defective products will be either repaired or replaced, usually at our option, upon meeting certain criteria. We accrue a provision for the estimated costs that may be incurred for product warranties relating to a product as a component of cost of sales at the time revenue for that product is recognized. The accrued warranty reserve is included within accrued liabilities in the accompanying consolidated balance sheets. | |
Repair and Maintenance Costs | |
Repair and Maintenance Costs | |
We incur repair and maintenance costs in the normal course of business. Should the repair or maintenance result in a permanent improvement to one of our leased facilities, the cost is capitalized as a leasehold improvement and amortized over its useful life or the remainder of the lease period, whichever is shorter. Non-permanent repair and maintenance costs are charged to expense as incurred. | |
Comprehensive Income | |
Comprehensive Income | |
Comprehensive income equals net income for all periods presented. | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | |
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which supersedes the revenue recognition requirements in Accounting Standards Codification 605, Revenue Recognition. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgment and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first quarter of our fiscal year ending March 31, 2018, using one of two retrospective application methods. The Company has not determined the potential effects on its consolidated financial statements of the adoption of ASU 2014-09. | |
In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation ("ASU 2014-12") to resolve diversity in accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. The Company does not anticipate a significant impact on its consolidated financial statements upon adoption of ASU 2014-12. | |
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern ("ASU 2014-15"), which requires a business entity to evaluate whether there is substantial doubt about the ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. The standard is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. The Company does not anticipate a significant impact on its consolidated financial statements upon adoption of ASU 2014-15. | |
Supplementary_Financial_Inform1
Supplementary Financial Information (Tables) | 12 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Supplementary Financial Information | ||||||||||||||
Schedule of inventories | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Materials and supplies | $ | 1,566 | $ | 1,320 | ||||||||||
Work in process | 216 | 175 | ||||||||||||
Finished goods | 1,280 | 1,051 | ||||||||||||
| | | | | | | | |||||||
$ | 3,062 | $ | 2,546 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Schedule of property and equipment | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Equipment | $ | 6,473 | $ | 6,541 | ||||||||||
Leasehold improvements | 2,463 | 1,975 | ||||||||||||
Accumulated depreciation | (6,946 | ) | (6,970 | ) | ||||||||||
| | | | | | | | |||||||
$ | 1,990 | $ | 1,546 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Schedule of intangible assets | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Gross | Accumulated | Gross | Accumulated | |||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||
Amount | Amount | |||||||||||||
(In thousands) | ||||||||||||||
Technology | $ | 1,856 | $ | (1,565 | ) | $ | 1,856 | $ | (1,422 | ) | ||||
Customer contracts / relationships | 750 | (497 | ) | 750 | (371 | ) | ||||||||
Trade names and non-compete agreements | 1,110 | (916 | ) | 1,110 | (754 | ) | ||||||||
Capitalized software development costs | 498 | (249 | ) | 498 | (83 | ) | ||||||||
| | | | | | | | | | | | | | |
Total | $ | 4,214 | $ | (3,227 | ) | $ | 4,214 | $ | (2,630 | ) | ||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of future estimated amortization expense | ||||||||||||||
Year Ending March 31, | ||||||||||||||
(In thousands) | ||||||||||||||
2016 | $ | 526 | ||||||||||||
2017 | 365 | |||||||||||||
2018 | 88 | |||||||||||||
2019 | 8 | |||||||||||||
2020 | — | |||||||||||||
Thereafter | — | |||||||||||||
| | | | | ||||||||||
$ | 987 | |||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Schedule of activity related to the carrying value of goodwill by reportable segment | ||||||||||||||
Roadway | Transportation | Performance | Total | |||||||||||
Sensors | Systems | Analytics | ||||||||||||
(In thousands) | ||||||||||||||
Balance—March 31, 2013 | ||||||||||||||
Goodwill | $ | 8,214 | $ | 16,278 | $ | 796 | $ | 25,288 | ||||||
Accumulated impairment losses | — | (7,970 | ) | — | (7,970 | ) | ||||||||
| | | | | | | | | | | | | | |
$ | 8,214 | $ | 8,308 | $ | 796 | $ | 17,318 | |||||||
| | | | | | | | | | | | | | |
Balance—March 31, 2014 | ||||||||||||||
Goodwill | $ | 8,214 | $ | 14,906 | $ | 2,168 | $ | 25,288 | ||||||
Accumulated impairment losses | — | (7,970 | ) | — | (7,970 | ) | ||||||||
| | | | | | | | | | | | | | |
8,214 | 6,936 | 2,168 | 17,318 | |||||||||||
| | | | | | | | | | | | | | |
Balance—March 31, 2015 | ||||||||||||||
Goodwill | $ | 8,214 | $ | 14,906 | $ | 2,168 | $ | 25,288 | ||||||
Accumulated impairment losses | — | (7,970 | ) | — | (7,970 | ) | ||||||||
| | | | | | | | | | | | | | |
$ | 8,214 | $ | 6,936 | $ | 2,168 | $ | 17,318 | |||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of warranty reserve activity | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands) | ||||||||||||||
Balance at beginning of fiscal year | $ | 184 | $ | 169 | $ | 231 | ||||||||
Additions charged to cost of sales | 134 | 179 | 139 | |||||||||||
Warranty claims | (137 | ) | (164 | ) | (201 | ) | ||||||||
| | | | | | | | | | | ||||
Balance at end of fiscal year | $ | 181 | $ | 184 | $ | 169 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of computation of basic and diluted (loss) income from continuing operations per share | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands, except per share | ||||||||||||||
amounts) | ||||||||||||||
Numerator: | ||||||||||||||
(Loss) Income from continuing operations | $ | (1,277 | ) | $ | 1,320 | $ | 914 | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Denominator: | ||||||||||||||
Weighted average common shares used in basic computation | 32,595 | 32,665 | 33,491 | |||||||||||
Dilutive stock options | — | 111 | 60 | |||||||||||
Dilutive restricted stock units | — | 70 | 56 | |||||||||||
Dilutive warrants | — | 1 | 2 | |||||||||||
| | | | | | | | | | | ||||
Weighted average common shares used in diluted computation | 32,595 | 32,847 | 33,609 | |||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
(Loss) income from continuing operations per share: | ||||||||||||||
Basic | $ | (0.04 | ) | $ | 0.04 | $ | 0.03 | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Diluted | $ | (0.04 | ) | $ | 0.04 | $ | 0.03 | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of instruments excluded in the computation of diluted income from continuing operations per share | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands) | ||||||||||||||
Stock options | 2,252 | 854 | 1,049 | |||||||||||
Restricted stock units | 198 | — | — | |||||||||||
Warrants | — | — | 4 | |||||||||||
Acquisitions_Tables
Acquisitions (Tables) (MET) | 12 Months Ended | ||||||
Mar. 31, 2015 | |||||||
MET | |||||||
Acquisitions | |||||||
Schedule of intangible assets acquired | |||||||
Estimated | Amount | ||||||
Useful Life | |||||||
(In years) | (In thousands) | ||||||
Technology | 6 | $ | 570 | ||||
Customer contracts / relationships | 6 | 500 | |||||
Other purchased intangible assets | 3 - 7 | 550 | |||||
| | | | | | | |
$ | 1,620 | ||||||
| | | | | | | |
| | | | | | | |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||
Mar. 31, 2015 | |||||
Fair Value Measurements | |||||
Schedule of reconciliation of liability measured at fair value on a recurring basis | |||||
Balance at March 31, 2014 | $ | 327 | |||
Earn-out payments made to BTS shareholders | (336 | ) | |||
Change in fair value included in net income | 9 | ||||
| | | | | |
Balance at March 31, 2015 | $ | — | |||
| | | | | |
| | | | | |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Income Taxes | |||||||||||
Schedule of reconciliation of income tax (benefit) provision to taxes computed at U.S federal statutory rates | |||||||||||
Year Ended March 31, | |||||||||||
2015 | 2014 | 2013 | |||||||||
(In thousands) | |||||||||||
(Benefit) provision for income taxes at statutory rates | $ | (712 | ) | $ | 688 | $ | 554 | ||||
State income taxes net of federal benefit | (108 | ) | 48 | 18 | |||||||
Tax credits | (148 | ) | (290 | ) | (39 | ) | |||||
Change in fair value of contingent acquisition consideration | 3 | 8 | (62 | ) | |||||||
Compensation charges | 88 | 22 | 31 | ||||||||
Change in valuation allowance | — | 185 | 188 | ||||||||
Other | 61 | 43 | 26 | ||||||||
| | | | | | | | | | | |
(Benefit) provision for income taxes | $ | (816 | ) | $ | 704 | $ | 716 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of components of deferred tax assets and liabilities | |||||||||||
March 31, | |||||||||||
2015 | 2014 | ||||||||||
(In thousands) | |||||||||||
Deferred tax assets: | |||||||||||
Net operating losses | $ | 5,420 | $ | 5,835 | |||||||
Credit carry forwards | 1,610 | 1,350 | |||||||||
Deferred compensation and payroll | 1,163 | 958 | |||||||||
Bad debt allowance and other reserves | 504 | 516 | |||||||||
Deferred rent | 364 | 165 | |||||||||
Other, net | 271 | 198 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 9,332 | 9,022 | |||||||||
Valuation allowance | — | (373 | ) | ||||||||
| | | | | | | | ||||
Total deferred tax assets, net of valuation allowance | 9,332 | 8,649 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Property and equipment | (137 | ) | (285 | ) | |||||||
Acquired intangibles | (252 | ) | (276 | ) | |||||||
Goodwill | (653 | ) | (547 | ) | |||||||
| | | | | | | | ||||
Total deferred tax liabilities | (1,042 | ) | (1,108 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets | $ | 8,290 | $ | 7,541 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of components of current and deferred federal and state income tax provisions and (benefits) | |||||||||||
Year Ended March 31, | |||||||||||
2015 | 2014 | 2013 | |||||||||
(In thousands) | |||||||||||
Current income tax provision (benefit): | |||||||||||
Federal | $ | 3 | $ | 21 | $ | (20 | ) | ||||
State | 49 | 20 | 99 | ||||||||
Deferred income tax (benefit) provision: | |||||||||||
Federal | (655 | ) | 330 | 425 | |||||||
State | (213 | ) | 333 | 212 | |||||||
| | | | | | | | | | | |
Net income tax (benefit) provision | $ | (816 | ) | $ | 704 | $ | 716 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits | |||||||||||
Year Ended March 31, | |||||||||||
2015 | 2014 | 2013 | |||||||||
(In thousands) | |||||||||||
Gross unrecognized tax benefits at beginning of year | $ | 281 | $ | 218 | $ | 1,692 | |||||
Increases for tax positions taken in prior years | 14 | 106 | — | ||||||||
Decreases for tax positions taken in prior years | (3 | ) | (53 | ) | (1,431 | ) | |||||
Increases for tax positions taken in the current year | 46 | 41 | 17 | ||||||||
Lapse in statute of limitations | (19 | ) | (31 | ) | (60 | ) | |||||
| | | | | | | | | | | |
Gross unrecognized tax benefits at March 31 | $ | 319 | $ | 281 | $ | 218 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies: | |||||
Schedule of future minimum rental payments under non-cancelable operating leases | |||||
Year Ending March 31, | |||||
(In thousands) | |||||
2016 | $ | 1,738 | |||
2017 | 1,642 | ||||
2018 | 1,485 | ||||
2019 | 1,328 | ||||
2020 | 1,114 | ||||
Thereafter | 2,143 | ||||
| | | | | |
$ | 9,450 | ||||
| | | | | |
| | | | | |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||
Mar. 31, 2015 | |||||
Stockholders' Equity | |||||
Schedule of common stock reserved for future issuance | |||||
Number of Shares | |||||
(In thousands) | |||||
Stock options outstanding | 2,199 | ||||
Restricted stock units outstanding | 194 | ||||
Authorized for future issuance under stock incentive plans | 1,423 | ||||
| | | | | |
3,816 | |||||
| | | | | |
| | | | | |
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 12 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Employee Benefit Plans | ||||||||||||||
Summary of activity in the plans with respect to stock options | ||||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||
Average | Average | Intrinsic Value | ||||||||||||
Exercise | Remaining | |||||||||||||
Price Per | Contractual | |||||||||||||
Share | Life | |||||||||||||
(In thousands) | (Years) | (In thousands) | ||||||||||||
Options outstanding at March 31, 2014 | 2,019 | $ | 1.88 | |||||||||||
Granted | 730 | 1.85 | ||||||||||||
Exercised | (24 | ) | 1.4 | |||||||||||
Forfeited | (427 | ) | 1.88 | |||||||||||
Expired | (99 | ) | 2.88 | |||||||||||
| | | | | | | | | | | | | | |
Options outstanding at March 31, 2015 | 2,199 | $ | 1.83 | 5.8 | $ | 315 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Options exercisable at March 31, 2015 | 1,324 | $ | 1.85 | 3.6 | $ | 268 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Vested and expected to vest at March 31, 2015 | 2,061 | $ | 1.83 | 5.5 | $ | 313 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Options exercisable at March 31, 2015 pursuant to a change-in-control | 2,199 | $ | 1.83 | 5.8 | $ | 315 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Summary of activity with respect to RSUs | ||||||||||||||
# of Shares | Weighted | Weighted | Aggregate | |||||||||||
Average | Average | Intrinsic Value | ||||||||||||
Price Per | Remaining | |||||||||||||
Share | Life | |||||||||||||
(In thousands) | (Years) | (In thousands) | ||||||||||||
RSUs outstanding at March 31, 2014 | 195 | $ | 1.58 | |||||||||||
Granted | 90 | 1.87 | ||||||||||||
Vested | (83 | ) | 1.51 | |||||||||||
Forfeited | (8 | ) | 1.81 | |||||||||||
| | | | | | | | | | | | | | |
RSUs outstanding at March 31, 2015 | 194 | $ | 1.74 | 2.6 | $ | 21 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Expected to vest at March 31, 2015 | 153 | $ | 1.71 | 2.5 | $ | 20 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Common stock issuable (for RSUs) at March 31, 2015 upon a change-in-control | 194 | $ | 1.74 | 2.6 | $ | 21 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of stock-based compensation expense | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands) | ||||||||||||||
Cost of revenues | $ | 21 | $ | 30 | $ | 42 | ||||||||
Selling, general and administrative expense | 315 | 246 | 237 | |||||||||||
Research and development expense | 62 | 24 | — | |||||||||||
| | | | | | | | | | | ||||
Total stock-based compensation | $ | 398 | $ | 300 | $ | 279 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of weighted-average assumptions used in estimating the grant date fair value of stock options granted | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
Expected life—years | 7.7 | 7.0 | 7.0 | |||||||||||
Risk-free interest rate | 2.0 | % | 2.0 | % | 1.2 | % | ||||||||
Expected volatility of common stock | 50 | % | 51 | % | 52 | % | ||||||||
Dividend yield | — | % | — | % | — | % | ||||||||
Summary of certain fair value and intrinsic value information pertaining to stock options | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands, except per | ||||||||||||||
share amounts) | ||||||||||||||
Weighted average grant date fair value per share of options granted | $ | 1.01 | $ | 0.99 | $ | 0.81 | ||||||||
Intrinsic value of options exercised | $ | 9 | $ | 281 | $ | 42 | ||||||||
Business_Segments_Significant_1
Business Segments, Significant Customer and Geographic Information (Tables) | 12 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Business Segments, Significant Customer and Geographic Information | ||||||||||||||
Schedule of selected financial information for reportable segments | ||||||||||||||
Roadway | Transportation | Performance | Total | |||||||||||
Sensors | Systems | Analytics | ||||||||||||
(In thousands) | ||||||||||||||
Year Ended March 31, 2015 | ||||||||||||||
Revenues | $ | 36,370 | $ | 30,294 | $ | 5,587 | $ | 72,251 | ||||||
Depreciation | 119 | 115 | 142 | 376 | ||||||||||
Segment income (loss) | 6,302 | 4,239 | (4,449 | ) | 6,092 | |||||||||
Year Ended March 31, 2014 | ||||||||||||||
Revenues | $ | 31,769 | $ | 30,524 | $ | 5,935 | $ | 68,228 | ||||||
Depreciation | 208 | 161 | 118 | 487 | ||||||||||
Segment income (loss) | 5,791 | 3,363 | (1,575 | ) | 7,579 | |||||||||
Year Ended March 31, 2013 | ||||||||||||||
Revenues | $ | 26,002 | $ | 30,010 | $ | 5,673 | $ | 61,685 | ||||||
Depreciation | 221 | 362 | 20 | 603 | ||||||||||
Segment income (loss) | 4,119 | 3,561 | (233 | ) | 7,447 | |||||||||
Schedule of reconciliation of total segment income to consolidated income from continuing operations before income taxes | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
(In thousands) | ||||||||||||||
Segment income: | ||||||||||||||
Total income from reportable segments | $ | 6,092 | $ | 7,579 | $ | 7,447 | ||||||||
Unallocated amounts: | ||||||||||||||
Corporate and other expenses | (7,731 | ) | (4,903 | ) | (5,350 | ) | ||||||||
Amortization of intangible assets | (431 | ) | (627 | ) | (644 | ) | ||||||||
Change in fair value of contingent acquisition consideration | (9 | ) | (25 | ) | 181 | |||||||||
Other (expense) income, net | (20 | ) | — | 2 | ||||||||||
Interest income (expense), net | 6 | — | (6 | ) | ||||||||||
| | | | | | | | | | | ||||
(Loss) income from continuing operations before income taxes | $ | (2,093 | ) | $ | 2,024 | $ | 1,630 | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of percentages of revenues, by geographic region, derived from shipments to, or contract, service and other revenues from, external customers located outside the U.S. | ||||||||||||||
Year Ended March 31, | ||||||||||||||
2015 | 2014 | 2013 | ||||||||||||
Middle East | 3 | % | 4 | % | 3 | % | ||||||||
Other | — | 1 | 1 | |||||||||||
| | | | | | | | | | | ||||
3 | % | 5 | % | 4 | % | |||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||||||||
Schedule of quarterly financial data (Unaudited) | |||||||||||||||||
Quarter Ended: | Revenues | Gross Profit | Net (Loss) | Basic Net | Diluted Net | ||||||||||||
Income | (Loss) Income | (Loss) Income | |||||||||||||||
per Share | per Share | ||||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||
June 30, 2014 | $ | 18,116 | $ | 6,807 | $ | (19 | ) | $ | — | $ | — | ||||||
September 30, 2014 | 18,550 | 7,299 | (187 | ) | (0.01 | ) | (0.01 | ) | |||||||||
December 31, 2014 | 17,540 | 6,862 | (98 | ) | — | — | |||||||||||
March 31, 2015 | 18,045 | 7,214 | (766 | ) | (0.02 | ) | (0.02 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
$ | 72,251 | $ | 28,182 | $ | (1,070 | ) | $ | (0.03 | )* | $ | (0.03 | )* | |||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
June 30, 2013 | $ | 17,030 | $ | 6,726 | $ | 460 | $ | 0.01 | $ | 0.01 | |||||||
September 30, 2013 | 17,027 | 6,912 | 661 | 0.02 | 0.02 | ||||||||||||
December 31, 2013 | 16,548 | 6,192 | 238 | 0.01 | 0.01 | ||||||||||||
March 31, 2014 | 17,623 | 6,144 | 50 | 0 | 0 | ||||||||||||
| | | | | | | | | | | | | | | | | |
$ | 68,228 | $ | 25,974 | $ | 1,409 | $ | 0.04 | * | $ | 0.04 | * | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
* | Annual per share amounts may not agree to the sum of the quarterly per share amounts due to differences between average shares outstanding during the periods. | ||||||||||||||||
Description_of_Business_and_Su2
Description of Business and Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts | |||
Costs and estimated earnings in excess of billings on uncompleted contracts not billable | $1,000,000 | $1,000,000 | |
Goodwill and Long-Lived Assets | |||
Impairment of goodwill | 0 | 0 | 0 |
Advertising Expenses | |||
Advertising costs | $134,000 | $168,000 | $165,000 |
Maximum | |||
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts | |||
Expected period for unbilled amounts to be billed and collected | 12 months | ||
Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | |||
Expected period for unearned amounts to be earned | 12 months | ||
Warranty | |||
Warranty period | 3 years | ||
Maximum | Property and equipment | |||
Property and Equipment | |||
Useful life | 8 years | ||
Minimum | |||
Warranty | |||
Warranty period | 1 year | ||
Minimum | Property and equipment | |||
Property and Equipment | |||
Useful life | 3 years |
Supplementary_Financial_Inform2
Supplementary Financial Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Inventories | |||
Materials and supplies | $1,566 | $1,320 | |
Work in process | 216 | 175 | |
Finished goods | 1,280 | 1,051 | |
Total inventories | 3,062 | 2,546 | |
Property and Equipment | |||
Accumulated depreciation | -6,946 | -6,970 | |
Net | 1,990 | 1,546 | |
Depreciation expense | 525 | 768 | 901 |
Equipment | |||
Property and Equipment | |||
Gross | 6,473 | 6,541 | |
Leasehold improvements | |||
Property and Equipment | |||
Gross | $2,463 | $1,975 | |
Minimum | Property and equipment | |||
Property and Equipment | |||
Useful life | 3 years | ||
Maximum | Property and equipment | |||
Property and Equipment | |||
Useful life | 8 years |
Supplementary_Financial_Inform3
Supplementary Financial Information (Details 2) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Intangible Assets | |||
Gross Carrying Amount | $4,214,000 | $4,214,000 | |
Accumulated Amortization | -3,227,000 | -2,630,000 | |
Amortization expense | 597,000 | 733,000 | 644,000 |
Amortization recorded to cost of revenues | 166,000 | ||
Amortization of intangible assets | 431,000 | 627,000 | 644,000 |
Future estimated amortization expense | |||
Total | 987,000 | 1,584,000 | |
Performance Analytics | |||
Future estimated amortization expense | |||
2016 | 526,000 | ||
2017 | 365,000 | ||
2018 | 88,000 | ||
2019 | 8,000 | ||
Total | 987,000 | ||
Technology | |||
Intangible Assets | |||
Gross Carrying Amount | 1,856,000 | 1,856,000 | |
Accumulated Amortization | -1,565,000 | -1,422,000 | |
Customer contracts / relationships | |||
Intangible Assets | |||
Gross Carrying Amount | 750,000 | 750,000 | |
Accumulated Amortization | -497,000 | -371,000 | |
Trade names and non-compete agreements | |||
Intangible Assets | |||
Gross Carrying Amount | 1,110,000 | 1,110,000 | |
Accumulated Amortization | -916,000 | -754,000 | |
Capitalized software development costs | |||
Intangible Assets | |||
Gross Carrying Amount | 498,000 | 498,000 | |
Accumulated Amortization | -249,000 | -83,000 | |
Amount capitalized for internal costs incurred in developing software products | 0 | 172,000 | |
Capitalized software development costs and acquired data sets | |||
Intangible Assets | |||
Amortization recorded to cost of revenues | $166,000 | $106,000 |
Supplementary_Financial_Inform4
Supplementary Financial Information (Details 3) (USD $) | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | |
Activity related to carrying value of goodwill | ||||
Balance at the end of the year | $25,288,000 | $25,288,000 | $25,288,000 | |
Accumulated impairment losses | -7,970,000 | -7,970,000 | -7,970,000 | |
Goodwill, net | 17,318,000 | 17,318,000 | 17,318,000 | |
Activity related to warranty reserve | ||||
Balance at beginning of fiscal year | 184,000 | 169,000 | 231,000 | |
Additions charged to cost of sales | 134,000 | 179,000 | 139,000 | |
Warranty claims | -137,000 | -164,000 | -201,000 | |
Balance at end of fiscal year | 181,000 | 184,000 | 169,000 | |
Roadway Sensors | ||||
Activity related to carrying value of goodwill | ||||
Balance at the end of the year | 8,214,000 | 8,214,000 | 8,214,000 | |
Goodwill, net | 8,214,000 | 8,214,000 | 8,214,000 | |
Transportation Systems | ||||
Activity related to carrying value of goodwill | ||||
Balance at the end of the year | 14,906,000 | 14,906,000 | 16,278,000 | |
Accumulated impairment losses | -7,970,000 | -7,970,000 | -7,970,000 | |
Goodwill, net | 6,936,000 | 6,936,000 | 8,308,000 | |
Performance Analytics | ||||
Activity related to carrying value of goodwill | ||||
Balance at the end of the year | 2,168,000 | 2,168,000 | 796,000 | |
Goodwill, net | 2,168,000 | 2,168,000 | 796,000 | |
Performance Analytics | BTS | ||||
Activity related to carrying value of goodwill | ||||
Goodwill, net | 796,000 | |||
Performance Analytics | MET | ||||
Activity related to carrying value of goodwill | ||||
Goodwill, net | $1,400,000 |
Supplementary_Financial_Inform5
Supplementary Financial Information (Details 4) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Numerator: | |||
(Loss) income from continuing operations | ($1,277) | $1,320 | $914 |
Denominator: | |||
Weighted average common shares used in basic computation (in shares) | 32,595 | 32,665 | 33,491 |
Dilutive warrants (in shares) | 1 | 2 | |
Weighted average common shares used in diluted computation (in shares) | 32,595 | 32,847 | 33,609 |
(Loss) income from continuing operations per share: | |||
Basic (in dollars per share) | ($0.04) | $0.04 | $0.03 |
Diluted (in dollars per share) | ($0.04) | $0.04 | $0.03 |
Stock options | |||
Denominator: | |||
Dilutive (in shares) | 111 | 60 | |
Restricted stock units | |||
Denominator: | |||
Dilutive (in shares) | 70 | 56 |
Supplementary_Financial_Inform6
Supplementary Financial Information (Details 5) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Stock options | |||
Shares excluded in the computation of income (loss) from continuing operations per share | |||
Shares excluded in the computation of income (loss) from continuing operations per share | 2,252 | 854 | 1,049 |
Restricted stock units | |||
Shares excluded in the computation of income (loss) from continuing operations per share | |||
Shares excluded in the computation of income (loss) from continuing operations per share | 198 | ||
Warrants | |||
Shares excluded in the computation of income (loss) from continuing operations per share | |||
Shares excluded in the computation of income (loss) from continuing operations per share | 4 |
Sale_of_Vehicle_Sensors_Detail
Sale of Vehicle Sensors (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Jul. 29, 2011 | Jul. 25, 2011 | Oct. 31, 2012 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Sale of Vehicle Sensors | |||||||
Number of discontinued operations business segments | 1 | ||||||
Cash proceeds from sale of assets | $142,000 | ($26,000) | $1,372,000 | ||||
Royalty Receivables | 180,000 | ||||||
Sale of Vehicle Sensors, additional disclosures | |||||||
Gain on the sale, net of tax | 207,000 | 89,000 | 1,465,000 | ||||
Vehicle Sensors segment | |||||||
Sale of Vehicle Sensors | |||||||
Aggregate proceeds received on sale | 14,000,000 | ||||||
Holdback amount | 2,000,000 | ||||||
Additional cash consideration, percentage of revenue associated with royalties | 85.00% | ||||||
Additional cash consideration, percentage on excess of revenue over projected revenue | 30.00% | ||||||
Additional cash consideration, period for which revenue generated exceeds target revenue | 2 years | ||||||
Amount of earn-outs in connection with royalty | 1,200,000 | ||||||
Cash received pursuant to resolution of the holdback provision | 12,000,000 | 1,700,000 | |||||
Legal and other professional fees | 600,000 | ||||||
Cash proceeds from sale of assets | 14,900,000 | 11,400,000 | |||||
Sale of Vehicle Sensors, additional disclosures | |||||||
Gain on the sale, net of tax | 207,000 | 89,000 | 1,500,000 | ||||
Net sales classified as part of discontinued operation | $0 | $0 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 17, 2014 | Nov. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2012 | Jan. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Acquisitions | |||||||||||||
Payment for deferred and holdback provisions | $9,000 | $25,000 | ($181,000) | ||||||||||
Cash payment related to second deferred payment | 336,000 | 659,000 | 700,000 | ||||||||||
BTS | |||||||||||||
Acquisitions | |||||||||||||
Amount paid on modification of certain earn-out provisions | 700,000 | ||||||||||||
Payment for deferred and holdback provisions | 336,000 | 250,000 | |||||||||||
Fair value of consideration transferred: | |||||||||||||
Cash paid on or shortly after acquisition date | 840,000 | ||||||||||||
MET | |||||||||||||
Acquisitions | |||||||||||||
Contingent consideration scheduled payment term for other adjustments | 2 years | ||||||||||||
Contingent consideration, maximum annual amount other adjustments | 1,000,000 | ||||||||||||
Contingent consideration scheduled payment term for an earn-out provision | 24 months | ||||||||||||
Contingent consideration, maximum annual earn-out provision | 2,000,000 | ||||||||||||
Cash payment related to first deferred payment | 668,000 | 409,000 | |||||||||||
Amount heldback in accordance with certain provisions of purchase agreement | 250,000 | -250,000 | |||||||||||
Amount of the earn-out provision | 0 | 0 | |||||||||||
Cash payment related to second deferred payment | 1,000,000 | ||||||||||||
Fair value of consideration transferred: | |||||||||||||
Cash paid on or shortly after acquisition date | 2,700,000 | ||||||||||||
Allocation: | |||||||||||||
Cash Acquired from Acquisition | $369,000 |
Acquisitions_Details_2
Acquisitions (Details 2) (MET, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2012 |
Purchased intangible assets | |
Amount of purchased intangible assets | $1,620 |
Technology | |
Purchased intangible assets | |
Estimated Useful Life | 6 years |
Amount of purchased intangible assets | 570 |
Customer contracts / relationships | |
Purchased intangible assets | |
Estimated Useful Life | 6 years |
Amount of purchased intangible assets | 500 |
Other purchased intangible assets | |
Purchased intangible assets | |
Amount of purchased intangible assets | $550 |
Other purchased intangible assets | Minimum | |
Purchased intangible assets | |
Estimated Useful Life | 3 years |
Other purchased intangible assets | Maximum | |
Purchased intangible assets | |
Estimated Useful Life | 7 years |
Impairment_of_Goodwill_Details
Impairment of Goodwill (Details) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Impairment of Goodwill | |||
Goodwill, Impairment Loss | $0 | $0 | $0 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Non-financial assets measured at fair value | ||
Non-financial assets measured at fair value | $0 | $0 |
Commitments and contingencies. | ||
Reconciliation of liability measured at fair value | ||
Balance at the beginning of the period | 327,000 | |
Change in fair value included in net income | 9,000 | |
Fair value disclosure of liabilities | ||
Current portions of contingent consideration included within accrued liabilities | 0 | 327,000 |
Commitments and contingencies. | BTS | ||
Reconciliation of liability measured at fair value | ||
Deferred payments made to shareholders to reduce liability | ($336,000) |
Credit_Facility_Details
Credit Facility (Details) (USD $) | 12 Months Ended | 1 Months Ended | |
Mar. 31, 2015 | Oct. 31, 2008 | Mar. 31, 2014 | |
Credit facility | |||
Revolving Line of Credit | |||
Maximum borrowing capacity | $19,500,000 | ||
Revolving Line of Credit | |||
Revolving Line of Credit | |||
Maximum borrowing capacity | 12,000,000 | ||
Term of debt instrument | 2 years | ||
Prime rate at the end of the period (as a percent) | 3.25% | ||
Unused line fee (as a percent) | 0.15% | ||
Amount outstanding | 0 | 0 | |
Revolving Line of Credit | Maximum | |||
Revolving Line of Credit | |||
Monthly interest rate basis | prime rate | ||
Basis points added to reference rate (as a percent) | 0.25% | ||
Bank Term Note | |||
Revolving Line of Credit | |||
Term of debt instrument | 48 months | ||
Principal amount | $7,500,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Reconciliation of income tax provision to taxes computed at U.S. federal statutory rates | |||
(Benefit) provision for income taxes at statutory rates | ($712) | $688 | $554 |
State income taxes net of federal benefit | -108 | 48 | 18 |
Tax credits | -148 | -290 | -39 |
Change in fair value of contingent acquisition consideration | 3 | 8 | -62 |
Compensation charges | 88 | 22 | 31 |
Change in valuation allowance | 185 | 188 | |
Other | 61 | 43 | 26 |
Net income tax (benefit) provision | -816 | 704 | 716 |
Deferred tax assets: | |||
Net operating losses | 5,420 | 5,835 | |
Credit carry forwards | 1,610 | 1,350 | |
Deferred compensation and payroll | 1,163 | 958 | |
Bad debt allowance and other reserves | 504 | 516 | |
Deferred rent | 364 | 165 | |
Other, net | 271 | 198 | |
Total deferred tax assets | 9,332 | 9,022 | |
Valuation allowance | -373 | ||
Total deferred tax assets, net of valuation allowance | 9,332 | 8,649 | |
Deferred tax liabilities: | |||
Property and equipment | -137 | -285 | |
Acquired intangibles | -252 | -276 | |
Goodwill | -653 | -547 | |
Total deferred tax liabilities | -1,042 | -1,108 | |
Net deferred tax assets | 8,290 | 7,541 | |
Current income tax provision (benefit): | |||
Federal | 3 | 21 | -20 |
State | 49 | 20 | 99 |
Deferred income tax (benefit) provision: | |||
Federal | -655 | 330 | 425 |
State | -213 | 333 | 212 |
Net income tax (benefit) provision | ($816) | $704 | $716 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Operating loss carryforwards | ||
Excess tax benefits from exercise of employee stock option | $874,000 | |
Valuation allowance on deferred tax assets | 373,000 | |
Federal | ||
Operating loss carryforwards | ||
Operating loss carryforwards | 18,500,000 | |
Deferred Tax Assets, Tax Credit Carryforwards [Abstract] | ||
Federal alternative minimum tax credit carryforwards | 840,000 | |
Federal research credits | 538,000 | |
State | ||
Operating loss carryforwards | ||
Operating loss carryforwards | 92,000 | |
Deferred Tax Assets, Tax Credit Carryforwards [Abstract] | ||
Tax credit carryforwards | $352,000 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Income Taxes | |||
Unrecognized tax benefits netted against certain noncurrent deferred tax assets | $184,000 | $135,000 | |
Unrecognized tax benefits that, if recognized, would affect effective tax rate | 257,000 | 217,000 | |
Accrued payment of potential interest and penalties | 47,000 | 53,000 | |
Interest and penalties recognized | 6,000 | 14,000 | |
Gross unrecognized tax benefits | |||
Balance at the beginning of the year | 281,000 | 218,000 | 1,692,000 |
Increases for tax positions taken in prior years | 14,000 | 106,000 | |
Decreases for tax positions taken in prior years | -3,000 | -53,000 | -1,431,000 |
Increases for tax positions taken in the current year | 46,000 | 41,000 | 17,000 |
Lapse in statute of limitations | -19,000 | -31,000 | -60,000 |
Balance at the end of the year | $319,000 | $281,000 | $218,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Apr. 01, 2014 | Feb. 28, 2014 | 31-May-07 | Mar. 31, 2015 | Aug. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Jul. 23, 2013 | Aug. 31, 2009 | |
sqft | sqft | ||||||||
Operating Leases | |||||||||
Area of office space | 52,000 | ||||||||
Term of lease | 96 months | 88 months | |||||||
Monthly lease rate during first year of lease | $76,000 | $102,000 | |||||||
Maximum monthly lease rate during last year of lease | 90,000 | 120,000 | |||||||
Tenant improvement allowance | 328,000 | ||||||||
Reduced office space due to amendment of the lease agreement | 11,000 | ||||||||
Future minimum rental payments under non-cancelable operating leases | |||||||||
2016 | 1,738,000 | ||||||||
2017 | 1,642,000 | ||||||||
2018 | 1,485,000 | ||||||||
2019 | 1,328,000 | ||||||||
2020 | 1,114,000 | ||||||||
Thereafter | 2,143,000 | ||||||||
Total | 9,450,000 | ||||||||
Total rental expense | 1,700,000 | 1,900,000 | 1,900,000 | ||||||
Maxxess | |||||||||
Related Party Transaction | |||||||||
Number of former directors included in investor group | 1 | ||||||||
Promissory note payable issued to reporting entity for amounts previously owed under a sublease agreement | 259,000 | 274,000 | |||||||
Interest on promissory note (as a percent) | 6.00% | 6.00% | 6.00% | ||||||
Maxxess | Minimum | |||||||||
Related Party Transaction | |||||||||
Gross proceeds from financing by related party | $10,000,000 | 10,000,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (Inventory, USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Inventory | |
Inventory Purchase Commitments | |
Firm commitments to purchase inventory, operating assets and other supplies | $3.80 |
Stockholders_Equity_Details
Stockholders' Equity (Details) | 1 Months Ended | ||
Aug. 31, 2009 | Mar. 31, 2015 | Mar. 31, 2014 | |
item | |||
Preferred Stock | |||
Authorized shares of preferred stock | 2,000,000 | 2,000,000 | |
Outstanding shares of preferred stock | 0 | 0 | |
Common stock reserved for future issuance | |||
Stock options outstanding (in shares) | 2,199,000 | ||
Restricted stock units outstanding (in shares) | 194,000 | ||
Authorized for future issuance under stock incentive plans (in shares) | 1,423,000 | ||
Common stock reserved for future issuance (in shares) | 3,816,000 | ||
Stockholder Rights Plan | |||
Common Stock Warrants | |||
Number of preferred stock purchase rights distributed as dividend for each shares of common stock held (in shares) | 1 | ||
Number of shares of Series A Junior Participating Preferred Stock that each right will enable the holder to buy | 0.001 | ||
Number of series of junior participating preferred stock eliminated | 2 | ||
Warrants | |||
Common Stock Warrants | |||
Number of fully exercisable warrants outstanding (in shares) | 0 |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Oct. 17, 2014 | Sep. 30, 2012 | Sep. 30, 2009 |
Employee Benefit Plans | ||||
Shares of common stock available for grant | 1,423,000 | |||
Number of Options | ||||
Options outstanding at the end of the period (in shares) | 2,199,000 | |||
Number of Shares | ||||
RSUs outstanding at the end of the period (in shares) | 194,000 | |||
Stock options | ||||
Number of Options | ||||
Options outstanding at the beginning of the period (in shares) | 2,019,000 | |||
Granted (in shares) | 730,000 | |||
Exercised (in shares) | -24,000 | |||
Forfeited (in shares) | -427,000 | |||
Expired (in shares) | -99,000 | |||
Options outstanding at the end of the period (in shares) | 2,199,000 | |||
Options exercisable at the end of the period (in shares) | 1,324,000 | |||
Vested and expected to vest at the end of the period (in shares) | 2,061,000 | |||
Options exercisable at the end of the period pursuant to a change-in-control (in shares) | 2,199,000 | |||
Weighted Average Exercise Price Per Share | ||||
Options outstanding at the beginning of the period (in dollars per share) | $1.88 | |||
Granted (in dollars per share) | $1.85 | |||
Exercised (in dollars per share) | $1.40 | |||
Forfeited (in dollars per share) | $1.88 | |||
Expired (in dollars per share) | $2.88 | |||
Options outstanding at the end of the period (in dollars per share) | $1.83 | |||
Options exercisable at the end of the period (in dollars per share) | $1.85 | |||
Vested and expected to vest at the end of the period (in dollars per share) | $1.83 | |||
Weighted Average Remaining Contractual Life | ||||
Options outstanding at the end of the period | 5 years 9 months 18 days | |||
Options exercisable at the end of the period | 3 years 7 months 6 days | |||
Vested and expected to vest at the end of the period | 5 years 6 months | |||
Aggregate Intrinsic Value | ||||
Options outstanding at the end of the period (in dollars) | $315 | |||
Options exercisable at the end of the period (in dollars) | 268 | |||
Vested and expected to vest at the end of the period (in dollars) | 313 | |||
Options exercisable at the end of the period pursuant to a change-in-control (in dollars) | 315 | |||
Stock options | Change in Control | ||||
Weighted Average Exercise Price Per Share | ||||
Options exercisable at the end of the period (in dollars per share) | $1.83 | |||
Weighted Average Remaining Contractual Life | ||||
Options exercisable at the end of the period | 5 years 9 months 18 days | |||
Restricted stock units | ||||
Number of Shares | ||||
RSUs outstanding at the beginning of the period (in shares) | 195,000 | |||
Granted (in shares) | 90,000 | |||
Vested (in shares) | -83,000 | |||
Forfeited (in shares) | -8,000 | |||
RSUs outstanding at the end of the period (in shares) | 194,000 | |||
Expected to vest at the end of the period (in shares) | 153,000 | |||
Weighted Average Price Per Share | ||||
RSUs outstanding at the beginning of the period (in dollars per share) | $1.58 | |||
Granted (in dollars per share) | $1.87 | |||
Vested (in dollars per share) | $1.51 | |||
Forfeited (in dollars per share) | $1.81 | |||
RSUs outstanding at the end of the period (in dollars per share) | $1.74 | |||
Expected to vest at the end of the period (in dollars per share) | $1.71 | |||
Weighted Average Remaining Life | ||||
RSUs outstanding at the end of the period | 2 years 7 months 6 days | |||
Expected to vest at the end of the period | 2 years 6 months | |||
Aggregate Intrinsic Value | ||||
RSUs outstanding at the end of the period (in dollars) | 21 | |||
Expected to vest at the end of the period (in dollars) | 20 | |||
Restricted stock units | Change in Control | ||||
Number of Shares | ||||
Common stock issuable (for RSUs) at the end of the period upon a change-in-control (in shares) | 194,000 | |||
Weighted Average Price Per Share | ||||
Vested (in dollars per share) | $1.74 | |||
Weighted Average Remaining Life | ||||
RSUs outstanding at the end of the period | 2 years 7 months 6 days | |||
Aggregate Intrinsic Value | ||||
Common stock issuable (for RSUs) at the end of the period upon a change-in-control (in dollars) | $21 | |||
2007 Plan | ||||
Employee Benefit Plans | ||||
Increase in number of shares of common stock authorized and reserved for issuance under the plan | 1,500,000 | 800,000 | 800,000 | |
Total shares authorized under the plan | 3,950,000 | 2,450,000 | 1,650,000 | |
Shares of common stock available for grant | 1,423,000 | |||
2007 Plan | Stock options | ||||
Employee Benefit Plans | ||||
Vesting percentage | 25.00% | |||
Vesting period | 4 years | |||
Number of Options | ||||
Options outstanding at the end of the period (in shares) | 2,003,000 | |||
2007 Plan | Stock options | Maximum | ||||
Employee Benefit Plans | ||||
Expiration term | 10 years | |||
2007 Plan | Restricted stock units | ||||
Employee Benefit Plans | ||||
Vesting percentage | 25.00% | |||
Vesting period | 4 years | |||
Aggregate Intrinsic Value | ||||
Number of shares of common stock receivable upon vesting of each RSU | 1 | |||
Number of Shares | ||||
RSUs outstanding at the end of the period (in shares) | 194,000 | |||
1997 Plan | ||||
Employee Benefit Plans | ||||
Options or other stock-based awards granted (in shares) | 0 | |||
1997 Plan | Stock options | ||||
Number of Options | ||||
Options outstanding at the end of the period (in shares) | 196,000 |
Employee_Benefit_Plans_Details1
Employee Benefit Plans (Details 2) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Stock-Based Compensation | |||
Stock-based compensation expense | $398,000 | $300,000 | $279,000 |
Unrecognized compensation expense | 894,000 | ||
Weighted average period over which compensation expense is expected to be recognized | 2 years 9 months 18 days | ||
Unrecognized compensation expense | 894,000 | ||
Cost of revenues | |||
Stock-Based Compensation | |||
Stock-based compensation expense | 21,000 | 30,000 | 42,000 |
Selling, general and administrative expense. | |||
Stock-Based Compensation | |||
Stock-based compensation expense | 315,000 | 246,000 | 237,000 |
Research and development expense. | |||
Stock-Based Compensation | |||
Stock-based compensation expense | $62,000 | $24,000 |
Employee_Benefit_Plans_Details2
Employee Benefit Plans (Details 3) (Stock options, USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Stock options | |||
Weighted average assumptions used in estimating the grant date fair value of stock options granted | |||
Expected life - years | 7 years 8 months 12 days | 7 years | 7 years |
Risk-free interest rate (as a percent) | 2.00% | 2.00% | 1.20% |
Expected volatility of common stock (as a percent) | 50.00% | 51.00% | 52.00% |
Fair value and intrinsic value information | |||
Weighted average grant date fair value per share of options granted (in dollars per share) | $1.01 | $0.99 | $0.81 |
Intrinsic value of options exercised (in dollars) | $9 | $281 | $42 |
Employee_Benefit_Plans_Details3
Employee Benefit Plans (Details 4) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Profit Sharing Plan | |||
Employee incentive programs | |||
Employer contribution under plan (in dollars) | $0 | $0 | $0 |
401 (k) Plan | |||
Employee incentive programs | |||
Employer contribution under plan (in dollars) | $495,000 | $504,000 | $498,000 |
Employer matching contribution (as a percent) | 50.00% | ||
Vesting period of employer matching contributions | 3 years |
Stock_Repurchase_Program_Detai
Stock Repurchase Program (Details) (USD $) | 0 Months Ended | 12 Months Ended | 44 Months Ended | 12 Months Ended | ||||
Nov. 06, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2015 | Aug. 31, 2012 | Aug. 09, 2012 | Aug. 31, 2011 | |
Stock Repurchase Program | ||||||||
Number of shares acquired | 473,000 | 196,000 | 1,524,000 | 2,766,000 | ||||
Increase in the authorized amount for repurchase of common stock | $3,000,000 | |||||||
Value of common stock repurchased | 863,000 | 339,000 | 2,477,000 | 4,400,000 | ||||
Average price per share of common stock repurchased (in dollars per share) | $1.59 | |||||||
Value of common stock available for repurchase under current program | 2,884,000 | 2,884,000 | ||||||
Maximum | ||||||||
Stock Repurchase Program | ||||||||
Value of common stock approved under stock repurchase program | 3,000,000 | |||||||
August 2011 Program | ||||||||
Stock Repurchase Program | ||||||||
Number of shares acquired | 964,000 | |||||||
Value of common stock repurchased | 1,300,000 | |||||||
August 2011 Program | Maximum | ||||||||
Stock Repurchase Program | ||||||||
Value of common stock approved under stock repurchase program | $3,000,000 |
Business_Segments_Significant_2
Business Segments, Significant Customer and Geographic Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
segment | |||||||||||
Business Segments, Significant Customer and Geographic Information | |||||||||||
Number of reportable segments | 3 | ||||||||||
Business Segments | |||||||||||
Total revenues | $18,045 | $17,540 | $18,550 | $18,116 | $17,623 | $16,548 | $17,027 | $17,030 | $72,251 | $68,228 | $61,685 |
Depreciation | 525 | 768 | 901 | ||||||||
Segment operating income (loss) | -2,079 | 2,024 | 1,634 | ||||||||
Operating segments | |||||||||||
Business Segments | |||||||||||
Depreciation | 376 | 487 | 603 | ||||||||
Segment operating income (loss) | 6,092 | 7,579 | 7,447 | ||||||||
Operating segments | Roadway Sensors | |||||||||||
Business Segments | |||||||||||
Total revenues | 36,370 | 31,769 | 26,002 | ||||||||
Depreciation | 119 | 208 | 221 | ||||||||
Segment operating income (loss) | 6,302 | 5,791 | 4,119 | ||||||||
Operating segments | Transportation Systems | |||||||||||
Business Segments | |||||||||||
Total revenues | 30,294 | 30,524 | 30,010 | ||||||||
Depreciation | 115 | 161 | 362 | ||||||||
Segment operating income (loss) | 4,239 | 3,363 | 3,561 | ||||||||
Operating segments | Performance Analytics | |||||||||||
Business Segments | |||||||||||
Total revenues | 5,587 | 5,935 | 5,673 | ||||||||
Depreciation | 142 | 118 | 20 | ||||||||
Segment operating income (loss) | ($4,449) | ($1,575) | ($233) |
Business_Segments_Significant_3
Business Segments, Significant Customer and Geographic Information (Details 2) (USD $) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Business Segments | |||
Total income from reportable segments | ($2,079,000) | $2,024,000 | $1,634,000 |
Amortization of intangible assets | -431,000 | -627,000 | -644,000 |
Change in fair value of acquisition contingent consideration | -9,000 | -25,000 | 181,000 |
Other (expense) income, net | -20,000 | 2,000 | |
Interest income (expense), net | 6,000 | -6,000 | |
(Loss) income from continuing operations before income taxes | -2,093,000 | 2,024,000 | 1,630,000 |
Operating segments | |||
Business Segments | |||
Total income from reportable segments | 6,092,000 | 7,579,000 | 7,447,000 |
Unallocated amounts | |||
Business Segments | |||
Corporate and other expenses | -7,731,000 | -4,903,000 | -5,350,000 |
Amortization of intangible assets | -431,000 | -627,000 | -644,000 |
Change in fair value of acquisition contingent consideration | -9,000 | -25,000 | 181,000 |
Other (expense) income, net | -20,000 | 2,000 | |
Interest income (expense), net | 6,000 | -6,000 | |
(Loss) income from continuing operations before income taxes | ($2,093,000) | $2,024,000 | $1,630,000 |
Business_Segments_Significant_4
Business Segments, Significant Customer and Geographic Information (Details 3) (Net sales and contract revenues, Customer) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
item | item | item | |
Net sales and contract revenues | Customer | |||
Customer concentration | |||
Concentration Risk, Percentage | 10.00% | 11.00% | 13.00% |
Number of customers or government agencies | 1 | 1 | 1 |
Business_Segments_Significant_5
Business Segments, Significant Customer and Geographic Information (Details 4) (Total Revenues) | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Percentage of revenues by geographic region derived from shipments to, or contract, service and other revenues from, external customers located outside the U.S. | |||
Percentage of total net sales and contract revenues | 3.00% | 5.00% | 4.00% |
Middle East | |||
Percentage of revenues by geographic region derived from shipments to, or contract, service and other revenues from, external customers located outside the U.S. | |||
Percentage of total net sales and contract revenues | 3.00% | 4.00% | 3.00% |
Other | |||
Percentage of revenues by geographic region derived from shipments to, or contract, service and other revenues from, external customers located outside the U.S. | |||
Percentage of total net sales and contract revenues | 1.00% | 1.00% |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Quarterly Financial Data (Unaudited) | |||||||||||
Revenues | $18,045 | $17,540 | $18,550 | $18,116 | $17,623 | $16,548 | $17,027 | $17,030 | $72,251 | $68,228 | $61,685 |
Gross Profit | 7,214 | 6,862 | 7,299 | 6,807 | 6,144 | 6,192 | 6,912 | 6,726 | 28,182 | 25,974 | 23,258 |
Net (loss) income | ($766) | ($98) | ($187) | ($19) | $50 | $238 | $661 | $460 | ($1,070) | $1,409 | $2,379 |
Basic Net (Loss) Income per Share (in dollars per share) | ($0.02) | ($0.01) | $0 | $0.01 | $0.02 | $0.01 | ($0.03) | $0.04 | |||
Diluted Net (Loss) Income per Share (in dollars per share) | ($0.02) | ($0.01) | $0 | $0.01 | $0.02 | $0.01 | ($0.03) | $0.04 |