Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | May 29, 2018 | Sep. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | ITERIS, INC. | ||
Entity Central Index Key | 350,868 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 147,100,000 | ||
Entity Common Stock, Shares Outstanding | 33,203,740 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 10,152 | $ 18,201 |
Short-term investments | 5,319 | |
Trade accounts receivable, net of allowance for doubtful accounts of $333 and $389 at March 31, 2018 and March 31, 2017, respectively | 12,866 | 14,299 |
Unbilled accounts receivable | 7,473 | 6,456 |
Inventories | 2,921 | 2,250 |
Prepaid expenses and other current assets | 1,165 | 2,108 |
Total current assets | 39,896 | 43,314 |
Property and equipment, net | 2,333 | 2,064 |
Intangible assets, net | 3,751 | 1,498 |
Goodwill | 15,150 | 15,150 |
Other assets | 1,756 | 319 |
Total assets | 62,886 | 62,345 |
Current liabilities: | ||
Trade accounts payable | 7,838 | 7,886 |
Accrued payroll and related expenses | 7,398 | 6,443 |
Accrued liabilities | 2,358 | 2,201 |
Deferred revenue | 4,900 | 4,049 |
Total current liabilities | 22,494 | 20,579 |
Deferred rent | 638 | 649 |
Deferred income taxes | 65 | 707 |
Unrecognized tax benefits | 168 | 186 |
Total liabilities | 23,365 | 22,121 |
Commitments and contingencies (Note 9) | ||
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, 2018 and March 31, 2017 Issued and outstanding shares - 33,186 at March 31, 2018 and 32,488 at March 31, 2017 | 3,318 | 3,249 |
Additional paid-in capital | 139,722 | 136,968 |
Accumulated deficit | (103,519) | (99,993) |
Total stockholders' equity | 39,521 | 40,224 |
Total liabilities and stockholders' equity | $ 62,886 | $ 62,345 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2018 | Mar. 31, 2017 |
Consolidated Balance Sheets | ||
Trade accounts receivable, allowance for doubtful accounts (in dollars) | $ 333 | $ 389 |
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 | 33,186 | 32,488 |
Common stock, outstanding shares | 33,186 | 32,488 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Consolidated Statements of Operations | |||
Product revenues | $ 46,464 | $ 43,735 | $ 41,733 |
Service revenues | 57,265 | 52,247 | 36,015 |
Total revenues | 103,729 | 95,982 | 77,748 |
Cost of product revenues | 26,633 | 23,877 | 23,340 |
Cost of service revenues | 37,265 | 34,703 | 23,739 |
Cost of revenues | 63,898 | 58,580 | 47,079 |
Gross profit | 39,831 | 37,402 | 30,669 |
Operating expenses: | |||
Selling, general and administrative | 37,400 | 33,313 | 26,846 |
Research and development | 7,945 | 6,877 | 6,933 |
Amortization of intangible assets | 88 | 281 | 360 |
Loss on impairment of goodwill | 2,168 | ||
Total operating expenses | 45,433 | 42,639 | 34,139 |
Operating loss | (5,602) | (5,237) | (3,470) |
Non-operating income (expense): | |||
Other (expense) income, net | (16) | (7) | 2 |
Interest income, net | 32 | 13 | 12 |
Loss from continuing operations before income taxes | (5,586) | (5,231) | (3,456) |
Benefit (provision) for income taxes | 1,818 | 44 | (9,079) |
Loss from continuing operations | (3,768) | (5,187) | (12,535) |
Gain on sale of discontinued operation, net of tax | 242 | 361 | 214 |
Net loss | $ (3,526) | $ (4,826) | $ (12,321) |
Loss per share from continuing operations - basic and diluted (in dollars per share) | $ (0.12) | $ (0.16) | $ (0.39) |
Gain per share from sale of discontinued operation - basic and diluted (in dollars per share) | 0.01 | 0.01 | 0.01 |
Net loss per share - basic and diluted (in dollars per share) | $ (0.11) | $ (0.15) | $ (0.38) |
Shares used in basic per share calculations (in shares) | 32,776 | 32,174 | 32,049 |
Shares used in diluted per share calculations (in shares) | 32,776 | 32,174 | 32,049 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Mar. 31, 2015 | $ 3,242 | $ 135,572 | $ (82,846) | $ 55,968 |
Balance (in shares) at Mar. 31, 2015 | 32,411,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | $ 24 | 359 | 383 | |
Stock option exercises (in shares) | 243,000 | |||
Stock-based compensation | 659 | 659 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes | $ 5 | (37) | (32) | |
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 50,000 | |||
Repurchases of common stock | $ (66) | (1,129) | $ (1,195) | |
Repurchases of common stock (in shares) | (656,000) | (656,000) | ||
Net loss | (12,321) | $ (12,321) | ||
Balance at Mar. 31, 2016 | $ 3,205 | 135,424 | (95,167) | 43,462 |
Balance (in shares) at Mar. 31, 2016 | 32,048,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | $ 40 | 628 | 668 | |
Stock option exercises (in shares) | 388,000 | |||
Stock-based compensation | 976 | 976 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes | $ 4 | (60) | (56) | |
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 52,000 | |||
Repurchases of common stock | (4,826) | (4,826) | ||
Net loss | (4,826) | |||
Balance at Mar. 31, 2017 | $ 3,249 | 136,968 | (99,993) | $ 40,224 |
Balance (in shares) at Mar. 31, 2017 | 32,488,000 | 32,488,000 | ||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | $ 59 | 1,131 | $ 1,190 | |
Stock option exercises (in shares) | 591,000 | |||
Stock-based compensation | 1,781 | 1,781 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes | $ 10 | (158) | (148) | |
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 107,000 | |||
Net loss | (3,526) | (3,526) | ||
Balance at Mar. 31, 2018 | $ 3,318 | $ 139,722 | $ (103,519) | $ 39,521 |
Balance (in shares) at Mar. 31, 2018 | 33,186,000 | 33,186,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | |||
Net loss | $ (3,526) | $ (4,826) | $ (12,321) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Deferred income taxes | (660) | 12 | 8,859 |
Depreciation of property and equipment | 819 | 729 | 649 |
Stock-based compensation | 1,781 | 976 | 659 |
Amortization of intangible assets | 726 | 623 | 526 |
Gain on sale of discontinued operation, net of tax | (242) | (361) | (214) |
Loss on disposal of equipment | 16 | 14 | 58 |
Loss on impairment of goodwill | 2,168 | ||
Changes in operating assets and liabilities, net of effects of discontinued operation: | |||
Accounts receivable | 1,433 | (1,058) | (2,035) |
Unbilled accounts receivable and deferred revenue, net | (166) | 549 | (239) |
Inventories | (671) | 903 | (91) |
Prepaid expenses and other assets | (693) | (408) | (407) |
Accounts payable and accrued expenses | 915 | 3,582 | 446 |
Net cash (used in) provided by operating activities | (268) | 2,903 | (4,110) |
Cash flows from investing activities | |||
Purchases of property and equipment | (1,079) | (668) | (856) |
Capitalized software development costs | (2,936) | (1,170) | (490) |
Purchase of short term investments | (5,319) | ||
Net proceeds from sale of business segment | 511 | 495 | 368 |
Net cash used in investing activities | (8,823) | (1,343) | (978) |
Cash flows from financing activities | |||
Repurchases of common stock | (1,195) | ||
Proceeds from stock option exercises | 1,190 | 668 | 383 |
Tax withholding payments for net share settlements of restricted stock units | (148) | (56) | (32) |
Net cash provided by (used in) financing activities | 1,042 | 612 | (844) |
(Decrease) increase in cash and cash equivalents | (8,049) | 2,172 | (5,932) |
Cash and cash equivalents at beginning of period | 18,201 | 16,029 | 21,961 |
Cash and cash equivalents at end of period | 10,152 | 18,201 | 16,029 |
Supplemental cash flow information: | |||
Interest | 14 | 18 | |
Income taxes | 130 | 166 | 177 |
Supplemental schedule of non-cash investing and financing activities: | |||
Capitalized software development costs included in accounts payable and accrued expenses | 102 | ||
Issuance of common stock for vested restricted stock units | 10 | $ 5 | $ 5 |
Landlord contribution for tenant improvements | $ 145 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2018 | |
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 wholly-owned subsidiary, ClearAg, Inc., in this report as "Iteris", the "Company", "we", "our", and "us") is a provider of essential applied informatics that enable smart transportation and digital agriculture. Municipalities, government agencies, crop science companies, farmers and agronomists use our solutions to make roads safer and travel more efficient, as well as farmlands more sustainable, healthy and productive. We offer a comprehensive range of intelligent transportation systems ("ITS") technology solutions to our customers throughout the U.S. and internationally through a combination intellectual property, products, and decades of experience in traffic management, weather forecasting solutions and information technologies. In the agribusiness markets, we have combined our intellectual property with enhanced atmospheric, land surface and agronomic modeling techniques to offer smart content solutions that provide analytical support to large enterprises in the agriculture industry, such as seed and crop protection companies, integrated food companies, and agricultural equipment manufacturers and service providers. We believe our products, solutions and services improve and safely optimize mobility within our communities, while minimizing environmental impact on the roads we travel and the lands we farm. We continue to make significant investments to leverage our existing technologies and further expand both our advanced detection sensors and performance analytics systems in the transportation infrastructure market, while supporting the entire value chain in the agriculture market with our smart content and digital farming platform. Iteris was incorporated in Delaware in 1987. Recent Developments ClearAg, Inc. In April 2017, Iteris, Inc. formed a wholly-owned subsidiary, ClearAg, Inc., a Delaware corporation, to provide ClearAg solutions in the agribusiness markets. Basis of Presentation Our consolidated financial statements include the accounts of Iteris, Inc. and its subsidiary and have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. The results of continuing operations for all periods presented in the consolidated financial statements exclude the financial impact of a discontinued operation. See Note 3, "Sale of Vehicle Sensors," for further discussion related to the discontinued operation presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in the preparation of the consolidated financial statements include the collectability of accounts receivable and related allowance for doubtful accounts, projections of taxable income used to assess realizability of deferred tax assets, warranty reserves, costs to complete long-term contracts, indirect cost rates used in cost plus contracts, the valuation of purchased intangible assets and goodwill, the valuation of equity instruments, estimates of future cash flows used to assess the recoverability of long-lived assets and the impairment of goodwill, and fair value of our stock option awards used to calculate the stock-based compensation. Revenue Recognition 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 revenues are derived primarily from long-term contracts with governmental agencies. Certain Agriculture and Weather Analytics revenues are also derived from long-term contracts with governmental agencies, as well as contracts with commercial companies. Agriculture and Weather Analytics revenues that are derived from contracts with commercial companies are generally from subscription revenue that we typically invoice our customers at the beginning of the term, in multiyear, annual, semi-annual or quarterly installments, and revenue is recognized ratably over the period of the subscription beginning once all requirements for revenue recognition have been met, including provisioning the service so that it is available to our customers. 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. 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 stand-alone 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 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. Unbilled Accounts Receivable Unbilled accounts receivable in the accompanying audited consolidated balance sheets represent unbilled amounts earned and reimbursable under services sales arrangements, including approximately $1.5 million of costs and estimated earnings in excess of billings on uncompleted contracts as of March 31, 2018, accounted for under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605-35, Construction-Type and Production-Type Contracts ("ASC 605-35"). 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. Deferred Revenue Deferred revenue 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, including approximately $1.5 million of billings in excess of costs and estimated earnings on uncompleted contracts accounted for under FASB ASC 605-35. The unearned amounts are expected to be earned within the next twelve months. 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 domestic customers. We maintain an allowance for doubtful accounts for potential credit losses, which losses have historically been within management's expectations. We currently have, and historically have had, a diverse customer base. For the fiscal years ended March 31, 2018 ("Fiscal 2018") and March 31, 2017 ("Fiscal 2017"), one individual customer represented approximately 22% of our total revenues, respectively, and no other individual customer represented greater than 10% of our total revenues. . For the fiscal year ended March 31, 2016 ("Fiscal 2016"), no individual customer represented greater than 10% of our total revenues. Fair Values of Financial Instruments The fair value of cash equivalents, receivables, accounts payable and accrued expenses approximate carrying value because of the short period of time to maturity. Our investments are measured at fair value on a recurring basis. The framework for measuring fair value and related disclosure requirements about fair value measurements are provided in ASC 820, Fair Value Measurements ("ASC 820"). This pronouncement defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy proscribed by ASC 820 contains three levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with initial maturities of ninety days or less. Investments The Company's investments are classified as either held-to-maturity, available-for-sale or trading, in accordance with FASB ASC 320. Held-to-maturity securities are those securities that the Company has the positive intent and ability to hold until maturity. Trading securities are those securities that the Company intends to sell in the near term. All other securities not included in the held-to-maturity or trading category are classified as available-for-sale. Held-to-maturity securities are recorded at amortized cost which approximates fair market value. Trading securities are carried at fair value with unrealized gains and losses charged to earnings. Available-for-sale securities are carried at fair value with unrealized gains and losses recorded within accumulated other comprehensive loss as a separate component of stockholders' equity. FASB ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available (see Note 5). Under FASB ASC 320-10-35, a security is considered to be other-than-temporarily impaired if the present value of cash flows expected to be collected are less than the security's amortized cost basis (the difference being defined as the "Credit Loss") or if the fair value of the security is less than the security's amortized cost basis and the investor intends, or will be required, to sell the security before recovery of the security's amortized cost basis. If an other-than-temporary impairment exists, the charge to earnings is limited to the amount of Credit Loss if the investor does not intend to sell the security, and will not be required to sell the security, before recovery of the security's amortized cost basis. Any remaining difference between fair value and amortized cost is recognized in other comprehensive loss, net of applicable taxes. The Company evaluates whether the decline in fair value of its investments is other-than-temporary at each quarter-end. This evaluation consists of a review by management, and includes market pricing information and maturity dates for the securities held, market and economic trends in the industry and information on the issuer's financial condition and, if applicable, information on the guarantors' financial condition. Factors considered in determining whether a loss is temporary include the length of time and extent to which the investment's fair value has been less than its cost basis, the financial condition and near-term prospects of the issuer and guarantors, including any specific events which may influence the operations of the issuer and the Company's intent and ability to retain the investment for a reasonable period of time sufficient to allow for any anticipated recovery of fair value. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were $1.2 million as of March 31, 2018 and $2.1 million as of March 31, 2017 and included approximately $130,000 of cash designated as collateral on performance bonds, as required under certain of our Transportation Systems contracts in the Middle East. The performance bonds require us to maintain 100% cash value of the bonds as collateral in a bank that is local to the purchasing agency. The performance bond collateral is required throughout the delivery of our services and is maintained in the local bank until the contract is closed by the purchasing agency. We expect these requirements, and the related cash collateral restrictions, to be released during calendar year 2018. Allowance for Doubtful Accounts The collectability of our accounts receivable is evaluated through review of outstanding invoices and ongoing credit evaluations of our customers' financial condition. In cases where we are aware of circumstances that may impair a specific customer's ability to meet its financial obligations subsequent to the original sale, we will record an allowance against amounts due, and thereby reduce the net recognized accounts receivable to the amount we reasonably believe will be collected. We also maintain an allowance based on our historical collections experience. When we determine that collection is not likely, we write off accounts receivable against the allowance for doubtful accounts. Inventories Inventories consist of finished goods, work-in-process and raw materials and are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Property and Equipment Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful life ranging from three to eight years. Leasehold improvements are depreciated over the term of the related lease or the estimated useful life of the improvement, whichever is shorter. Goodwill and Long-Lived Assets We perform an annual qualitative assessment of our goodwill during the fourth fiscal quarter, or more frequently, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in overall industry demand, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is required. If further testing is required, we perform a two-step process. The first step involves comparing the fair value of our reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. We determine the fair values of our reporting units using the income valuation approach, as well as other generally accepted valuation methodologies. In Fiscal 2017, we adopted the provisions issued by the FASB that were intended to simplify goodwill impairment testing. This guidance permits us to eliminate the second step of the goodwill impairment test, and eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. We monitor the indicators for goodwill impairment testing between annual tests. As of March 31, 2018, we determined that no adjustments to the carrying value of goodwill and intangible assets were required. As of March 31, 2017, we determined the carrying amount of the goodwill in the Agriculture and Weather Analytics reporting unit exceeded its implied fair value, and as a result, recognized an approximate $2.2 million impairment loss in the accompanying consolidated financial statements. We also determined that no adjustments to the carrying value of goodwill and intangible assets were required in the Roadway Sensors and Transportation Systems reporting units for any year presented. We test long-lived assets and purchased intangible assets (other than goodwill) for impairment if we believe indicators of impairment exist. We determine whether the carrying value of an asset or asset group is recoverable, based on comparisons to undiscounted expected future cash flows the asset or asset group is expected to generate. If an asset is not recoverable, we record an impairment loss equal to the amount by which the carrying value of the asset exceeds its fair value. We primarily use the income valuation approach to determine the fair value of our long lived assets and purchased intangible assets. As of March 31, 2018, there was no impairment to our long-lived and intangible assets. Income Taxes We utilize the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more-likely-than-not that some or all of the deferred tax assets will not be realized, which increases our income tax expense in the period such determination is made. As such, we determined it was appropriate to record a valuation allowance of approximately $10.1 million in the third quarter of Fiscal 2016 against our deferred tax assets. We will continuously reassess the appropriateness of maintaining a valuation allowance. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. Stock-Based Compensation We record stock-based compensation in our consolidated statements of operations as an expense, based on the estimated grant date fair value of our stock-based awards, whereby such fair values are amortized over the requisite service period. Our stock-based awards are currently comprised of common stock options 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 $148,000, $146,000, and $164,000 in Fiscal 2018, Fiscal 2017 and Fiscal 2016, 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 Loss The difference between net loss and comprehensive loss was de minimis for Fiscal 2018. Comprehensive loss equaled net loss for Fiscal 2017 and Fiscal 2016. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The new revenue recognition standard ("ASC 606") provides a five-step analytical framework for transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised 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. The two permitted transition methods under the new standard are the full retrospective method or the modified retrospective method. We are required to adopt this standard effective April 1, 2018. We plan to adopt this standard using the modified retrospective method with an immaterial adjustment to accumulative deficit for the cumulative effect of adoption. Our assessment process has consisted of reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts. We have reviewed individual customer contracts and purchase orders related to these revenues streams as well as identified appropriate changes to our business processes, systems and controls to support the revenue recognition and disclosure requirements under the new standard. We believe that the new standard and related revenue recognition policies will not result in a material change to our consolidated financial statements, but will require additional disclosures in our financial statements as to the nature, amount and timing of revenue and cash flows arising from contracts with customers. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers ("ASU 2016-20"), which allows entities not to make quantitative disclosures about remaining performance obligations in certain cases and requires entities that use any of the new or previously existing optional exemptions to expand their qualitative disclosures. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-20 is not expected to have a material impact on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). This standard revises an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. Under the new guidance, entities will have to measure certain equity investments at fair value and recognize any changes in fair value in net income unless the investments qualify for a new practicality exception. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. We are currently evaluating the impact of ASU 2016-01 on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"). The pronouncement requires an entity to recognize assets and liabilities for the rights and obligations created by leases on the entity's balance sheet for both finance and operating leases. For leases with a term of 12 months or less, an entity can elect to not recognize lease assets and lease liabilities and expense the lease over a straight-line basis for the term of the lease. ASU 2016-02 will require new disclosures that depict the amount, timing, and uncertainty of cash flows pertaining to an entity's leases. Companies are required to adopt the new standard using a modified retrospective approach for annual and interim periods beginning after December 15, 2018. Early adoption of ASU 2016-02 is permitted. The Company expects adoption to increase the assets and liabilities recorded on its consolidated balance sheet and increase the level of disclosures related to leases. We are currently evaluating the impact of ASU 2016-02 on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. The adoption of ASU 2016-15 is not expected to have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"), requiring restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-18 is not expected to have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting ("ASU 2017-09"). The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC 718 Compensation—Stock Compensation. The adoption of ASU 2017-09, which will become effective for annual periods beginning after December 15, 2017, is not expected to have a material impact on our consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ("ASU 2018-05"). ASU 2018-05 adds various Securities and Exchange Commission ("SEC") paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118"), which was effective immediately. The SEC issued SAB 118 to address concerns about reporting entities' ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Cuts and Jobs Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Cuts and Jobs Act are incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. The Company has accounted for the tax effects of the Tax Cuts and Jobs Act under the guidance of SAB 118, on a provisional basis. The Company's accounting for certain income tax effects is incomplete, but the Company has determined reasonable estimates for those effects and has recorded provisional amounts in its consolidated financial statements as of March 31, 2018. |
Supplementary Financial Informa
Supplementary Financial Information | 12 Months Ended |
Mar. 31, 2018 | |
Supplementary Financial Information | |
Supplementary Financial Information | 2. Supplementary Financial Information Inventories The following table presents details regarding our inventories: March 31, 2018 2017 (In thousands) Materials and supplies $ $ Work in process Finished goods ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and Equipment, net The following table presents details of our property and equipment, net: March 31, 2018 2017 (In thousands) Equipment $ $ Leasehold improvements Accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation expense was approximately $819,000, $729,000, and $649,000 in Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. Approximately $288,000, $269,000, and $252,000 of the depreciation expense was recorded to cost of revenues, and approximately $531,000, $397,000 and $300,000 was recorded to operating expenses in Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively, in the consolidated statements of operations. Intangible Assets The following table presents details regarding our intangible assets: March 31, 2018 2017 Gross Accumulated Gross Accumulated (In thousands) Technology $ $ ) $ $ ) Customer contracts / relationships ) ) Trade names and non-compete agreements ) ) Capitalized software development costs ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization expense for intangible assets subject to amortization was approximately $726,000, $623,000, and $526,000 for Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively. Approximately $638,000, $342,000, and $166,000 of the intangible asset amortization was recorded to cost of revenues, and approximately $88,000, $281,000, and $360,000 was recorded to amortization expense for Fiscal 2018, Fiscal 2017 and Fiscal 2016, respectively, in the consolidated statements of operations. We do not have any intangible assets with indefinite useful lives. As of March 31, 2018, our net capitalized software development costs of approximately $3.8 million is associated with our Oracle ERP development of approximately $2.3 million, which has a useful life of 10 years beginning Fiscal 2019; as well as our Agriculture and Weather Analytics and Roadway Sensors segments, which have an average useful life of three years. The future estimated amortization expense is as follows: Year Ending March 31, (In thousands) 2019 $ 2020 2021 2022 2023 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill The following table presents the activity related to the carrying value of our goodwill by reportable segment for Fiscal 2016, Fiscal 2017 and Fiscal 2018: Roadway Transportation Ag & Weather Total (In thousands) Balance—March 31, 2016 Goodwill $ $ $ $ Accumulated impairment losses — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance—March 31, 2017 Goodwill $ $ $ $ Accumulated impairment losses — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance—March 31, 2018 Goodwill $ $ $ $ Accumulated impairment losses — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warranty Reserve Activity The following table presents activity with respect to the warranty reserve: Year Ended March 31, 2018 2017 2016 (In thousands) Balance at beginning of fiscal year $ $ $ Additions charged to cost of sales Warranty claims ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at end of fiscal year $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings Per Share The following table sets forth the computation of basic and diluted loss from continuing operations per share: Year Ended March 31, 2018 2017 2016 (In thousands, Numerator: Loss from continuing operations $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average common shares used in basic computation Dilutive stock options — — — Dilutive restricted stock units — — — Dilutive warrants — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares used in diluted computation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from continuing operations per share: Basic $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following instruments were excluded for purposes of calculating weighted average common share equivalents in the computation of diluted loss per share from continuing operations as their effect would have been anti-dilutive: Year Ended March 31, 2018 2017 2016 (In thousands) Stock options Restricted stock units |
Sale of Vehicle Sensors
Sale of Vehicle Sensors | 12 Months Ended |
Mar. 31, 2018 | |
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. In connection with the asset sale, we are entitled to additional consideration in the form of the following performance and royalty-related earn-outs: Bendix is obligated to pay us an amount in cash equal to 85% of revenue associated with royalties received under our license and distribution agreements with Audiovox Electronics Corporation and Valeo Schalter and Sensoren GmbH through December 31, 2017, subject to certain reductions and limitations set forth in the asset purchase agreement. From the date of the asset sale, through March 31, 2018, we received approximately $2.6 million in connection with royalty-related earn-outs provisions for a total of $17.9 million in cash from the asset sale. In accordance with applicable accounting guidance, we determined that the Vehicle Sensors segment, which constituted one of our operating segments, qualified as a discontinued operation. For the fiscal year ended March 31, 2018, 2017 and 2016, we recorded a gain on sale of discontinued operation of approximately $242,000, $361,000, and $214,000, respectively, net of tax, related to the earn-out provisions of the asset purchase agreement. |
Impairment of Goodwill
Impairment of Goodwill | 12 Months Ended |
Mar. 31, 2018 | |
Impairment of Goodwill | |
Impairment of Goodwill | 4. 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. Based on our goodwill impairment testing for Fiscal 2018, we determined our Roadway Sensors and Transportation Systems reporting units were not impaired as of March 31, 2018, as the estimated fair values of our reporting units exceeded their carrying values at the end of such fiscal years. Based on our goodwill impairment testing for Fiscal 2017, we believe the carrying value of our goodwill in our Agriculture and Weather Analytic reporting unit was impaired as of March 31, 2017, and resulted in approximately $2.2 million impairment charge. We also determined our Roadway Sensors and Transportation Systems reporting units were not impaired as of March 31, 2017. Based on our goodwill impairment testing for Fiscal 2016, we believe the carrying value of our goodwill was not impaired. If our actual financial results, or the plans and estimates used in future goodwill impairment analyses, are lower than our original estimates used to assess impairment of our goodwill, we could incur goodwill impairment charges in the future. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2018 | |
Fair Value Measurements | |
Fair Value Measurements | 5. Fair Value Measurements We measure fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. We did not have any material financial assets or liabilities measured at fair value on a recurring basis using Level 3 inputs as of March 31, 2018 or 2017. 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. In Fiscal 2018, Level 3 inputs were used to evaluate the fair value of our goodwill in our two reporting units that had goodwill balances. In Fiscal 2017, Level 3 inputs were used to evaluate the fair value of our goodwill in our three reporting units. As a result of our impairment testing, we recorded an adjustment for impairment of approximately $2.2 million in our Agriculture and Weather Analytics reporting unit. No other non- financial assets were measured at fair value during the fiscal years ended March 31, 2018, 2017, and 2016. The following tables present the Company's financial assets that are recorded at fair value on a recurring basis, segregated among the appropriate levels within the fair value hierarchy: As of March 31, 2018 Amortized Gross Gross Estimated (In thousands) Level 1: Money market funds — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subtotal — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 2: Commercial paper — — Corporate notes and bonds ) — US Treasuries ) — US Government agencies ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subtotal ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Credit Facility
Credit Facility | 12 Months Ended |
Mar. 31, 2018 | |
Credit Facility | |
Credit Facility | 6. Credit Facility We had a $12.0 million revolving line of credit with California Bank & Trust ("CB&T"), which expired on October 1, 2016. We chose not to renew our line of credit as we do not foresee a need to utilize credit within the next twelve months. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2018 | |
Income Taxes | |
Income Taxes | 7. Income Taxes The components of current and deferred federal and state income tax (benefits) provision are as follows: Year Ended March 31, 2018 2017 2016 (In thousands) Loss from continuing operations before income taxes $ ) $ ) $ ) Current income tax provision: Federal $ $ $ State ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current tax provision Deferred income tax (benefit) provision: Federal ) ) State ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax (benefit) provision ) ) (Benefit) provision for income taxes on continuing operations ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from continuing operations, net of tax $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The reconciliation of our income tax (benefit) provision to taxes computed at U.S. federal statutory rates is as follows: Year Ended March 31, 2018 2017 2016 (In thousands) (Benefit) for income taxes at statutory rates $ ) $ ) $ ) Change in federal tax rate — — State income taxes net of federal benefit ) ) ) Impairment charges — — Tax credits ) ) ) Compensation charges ) Change in valuation allowance ) Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Benefit) provision for income taxes $ ) $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The components of deferred tax assets and liabilities are as follows: March 31, 2018 2017 (In thousands) Deferred tax assets: Net operating losses $ $ Capitalized R&D Credit carry forwards Deferred compensation and payroll Bad debt allowance and other reserves Deferred rent Property and equipment Other, net ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets, net of valuation allowance ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: Acquired intangibles ) ) Goodwill ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax liabilities ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax liabilities $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At March 31, 2018, we had $1.1 million in federal Alternative Minimum Tax credit carryforwards that were reclassified from a deferred tax asset to a noncurrent income tax receivable as we expect this amount to be refunded over the next four years. We also had $1.5 million in federal research credits that begin to expire in 2031 and $703,000 in state tax credits that begin to expire in 2023. We had $6.8 million of federal net operating loss carryforwards at March 31, 2018 that do not expire as a result of recent tax law changes. We had $5.6 million of federal net operating loss carryforwards at March 31, 2018 that begin to expire in 2022. We also had $4.4 million of state net operating loss carryforwards at March 31, 2018 that begin to expire in 2031. Our deferred tax assets at March 31, 2017 did not include approximately $1.1 million of excess tax benefits from employee stock option exercises that were a component of our net operating loss carryforwards. Due to the adoption of ASU 2016-09 in Fiscal 2018, this amount was recognized through accumulated deficit, offset by a corresponding amount of valuation allowance, resulting in no net impact to accumulated deficit. In assessing the realizability of our deferred tax assets, we review all available positive and negative evidence, including reversal of deferred tax liabilities, potential carrybacks, projected future taxable income, tax planning strategies and recent financial performance. As the Company has sustained a cumulative pre-tax loss over the trailing three years, we considered it appropriate to maintain valuation allowances of $9.8 million and $11.7 million against our deferred tax assets at March 31, 2018 and 2017, respectively. We will continuously reassess the appropriateness of maintaining a valuation allowance. The Tax Cuts and Jobs Act ("tax legislation") was enacted on December 22, 2017 and reduced U.S. corporate income tax rates to 21.0% as of January 1, 2018. The rate change became effective during Fiscal 2018 resulting in a blended statutory tax rate of 30.8% for Fiscal 2018. As a consequence of the tax legislation, the Company recorded a decrease in its net deferred tax assets of $4.1 million and a decrease in the valuation allowance maintained against its deferred tax assets of $5.8 million. The estimated impact of the tax legislation was an income tax benefit of $1.7 million, of which $1.1 million was due to the release of valuation allowance that had been maintained against Alternative Minimum Tax credit carryforwards, which were made refundable by the tax legislation, and $640,000 was due to the remeasurement of a deferred tax liability related to indefinite-lived assets. On December 22, 2017, the SEC issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118") directing taxpayers to consider the impact of the tax legislation as "provisional" when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. In accordance with SAB 118, the income tax effects discussed above represent the Company's best estimate based on its current interpretation of this tax legislation. The Company is accumulating data to finalize the underlying calculations and evaluate other aspects of this tax legislation, or in certain cases, the U.S. Treasury is expected to issue further guidance on the application of certain provisions of the tax legislation. In accordance with SAB 118, the income tax effects of the tax legislation discussed above are considered provisional and will be finalized in Fiscal 2019. Unrecognized Tax Benefits As of March 31, 2018 and 2017, our gross unrecognized tax benefits were $586,000 and $426,000, respectively, of which $461,000 and $286,000, respectively, are netted against certain noncurrent deferred tax assets. The amounts that would affect our effective tax rate if recognized are $513,000 and $359,000, respectively. We recognize interest and/or penalties related to income tax matters in income tax expense. As of March 31, 2018 and 2017, we had accrued cumulatively $43,000 and $46,000, respectively, for the payment of potential interest and penalties. The total amount of interest and penalties recognized in the consolidated statements of operations for the fiscal years ended March 31, 2018 and 2017 was $(3,000) and $(6,000), 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, 2018 2017 2016 (In thousands) Gross unrecognized tax benefits at beginning of year $ $ $ Increases for tax positions taken in prior years Decreases for tax positions taken in prior years — ) — Increases for tax positions taken in the current year Lapse in statute of limitations ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross unrecognized tax benefits at March 31 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2015 or later, and state and local income tax examination for fiscal tax years ended March 31, 2014 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, 2018 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies Litigation and Other Contingencies As a provider of traffic engineering services, hardware products, software and other various solutions for the traffic and agricultural industries, the Company is, and may in the future from time to time, be involved in litigation relating to claims arising out of its operations in the normal course of business. While the Company cannot accurately predict the outcome of any such litigation, except as described below, the Company is not a party to any legal proceeding, the outcome of which, in management's opinion, individually or in the aggregate, would have a material effect on the Company's consolidated results of operations, financial position or cash flows. On September 15, 2016, a stockholder class action and derivative action (captioned Ionni v. Bergera, et al., Case No. 16-cv00807-RGA) was filed in the United States District Court for the District of Delaware (the "Court") against certain of the Company's current and former directors and officers (the "Individual Defendants") and the Company as a nominal defendant (together with the Individual Defendants, the "Defendants"). The complaint asserted claims for breach of fiduciary duty and unjust enrichment. Plaintiff contended that, in 2014 and 2015, the Individual Defendants caused the Company to issue purportedly false and misleading proxy statements in connection with the Company's annual meeting of stockholders in 2014 and 2015 (collectively, the "Proxy Statements"). In those Proxy Statements, the Company's stockholders were asked to approve amendments (the "Amendments") to increase the number of shares of the Company's common stock reserved for issuance under the Iteris, Inc. 2007 Omnibus Incentive Plan (the "2007 Plan"). Among other things, Plaintiff alleged that the Proxy Statements were materially false and misleading because they affirmatively represented that no person could receive more than 500,000 stock options or SARs under the 2007 Plan in any fiscal year (the "Share Limit") and failed to disclose that the Compensation Committee had the discretion to approve an annual grant to a 2007 Plan participant in excess of that amount. Plaintiff contended that, the Amendments were not valid and sought rescission of any stock options granted pursuant to the Amendments, including the option to purchase up to 1,350,000 shares of the Company's common stock that was granted in September 2015 to Mr. Bergera (the "CEO Option") in connection with his appointment to serve as President and Chief Executive Officer of the Company. The Individual Defendants denied that they breached their fiduciary duties and the Company believed (and still believes) the Amendments were properly approved and that all of the options granted pursuant to the Amendments, including the CEO Option, were valid. Nonetheless, to eliminate the burden, expense and uncertainty of the litigation, on November 8, 2016, the parties entered into a Memorandum of Understanding setting forth their agreement in principle to resolve the litigation. In consideration for a release of claims and dismissal of this litigation with prejudice, the Company agreed to submit a proposal at its 2016 Annual Meeting of Stockholders seeking stockholder approval for that portion of the CEO Option that exceeds the Share Limit (i.e., the 850,000 options above the Share Limit (the "Excess Shares")). The Company submitted a proposal of the Excess Shares for approval by the Company stockholders at the 2016 Annual Meeting of Stockholders. On December 15, 2016, the Company's stockholders approved the Excess Shares. On April 28, 2017, the parties entered into a Stipulation of Settlement and Compromise (the "Stipulation") that provides for, among other things, a release of claims against Defendants. Under the Stipulation, Defendants agreed not to oppose any award of attorneys' fees and expenses to Plaintiff up to $215,000. The Court approved the settlement and entered a final judgment dismissing the action with prejudice on September 8, 2017, and the settlement became effective on October 10, 2017. Pursuant to the settlement terms, Defendants paid $215,000 in October 2017. An immaterial accrued liability for the settlement was included in the accompanying consolidated balance sheet as of March 31, 2017, which was sufficient to cover the settlement payment. Operating Leases In May 2007, we entered into an agreement to lease 52,000 square feet of office space in Santa Ana, California for a term of 88 months. In September 2007, we relocated our headquarters and principal operations into this space. The monthly lease rate was $102,000 during the first year of the lease and increased each year thereafter, to $120,000 per month during the last year of the lease. In February 2014, we entered into an amendment to the lease, which reduced our office space by approximately 11,000 square feet and changed the lease term to 96 months, commencing on April 1, 2014. The monthly lease rate is approximately $76,000 during the first year of the amended term and increases each year thereafter, up to a maximum of approximately $90,000 during the last year of the term. Additionally, the lease amendment provided for approximately $328,000 in incentives in the form of tenant improvement allowances, which we recorded as fixed assets and deferred rent in our consolidated balance sheet. The leasehold improvements were capitalized into fixed assets during Fiscal 2015 and will be depreciated over the estimated useful life of the improvements, or the term of the lease amendment, whichever is shorter. The corresponding deferred rent amount will reduce monthly rent expense over the term of the lease amendment. On January 23, 2017, we entered into an amendment to the lease, which added approximately 5,980 square feet and will expire after 60 months, commencing on April 1, 2017. The monthly lease rate is approximately $14,000 during the first year of the term and increase each year thereafter, up to a maximum of approximately $16,000 during the last year of the term. Additionally, the lease amendment provided for approximately $119,000 in incentives in the form of tenant improvement allowances. 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, 2018 were as follows: Year Ending March 31, (In thousands) 2019 $ 2020 2021 2022 2023 Thereafter — ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rent expense totaled approximately $1.8 million for Fiscal 2018, and $1.7 million for each of Fiscal 2017 and Fiscal 2016. Related Party Transaction We previously subleased office space to Maxxess Systems, Inc. ("Maxxess"), one of our former subsidiaries that we sold in September 2003. The sublease terminated in September 2007, at which time Maxxess owed us an aggregate of $274,000. Maxxess executed a promissory note for such amount, which was subsequently amended and restated on July 23, 2013 and on August 11, 2016. The amended and restated note bears interest at a rate of 6% per annum, compounded annually, with accrued interest payable annually on the first business day of each calendar year. When authorized by the Company, Maxxess may pay down the balance of this note by providing consulting services to Iteris. We have previously fully reserved for amounts owed to us by Maxxess and the outstanding principal balance remains fully reserved. As of March 31, 2018, approximately $146,000 of the original principal balance was outstanding and payable to Iteris. Maxxess is currently owned by an investor group that includes, among others, one former Iteris director, who has not been a director of Iteris since September 2013, and one existing director of Iteris, who currently owns less than 2% of Maxxess' capital stock. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity | |
Stockholders' Equity | 9. 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, 2018 and 2017, 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 Reserved for Future Issuance The following summarizes common stock reserved for future issuance at March 31, 2018: Number of Shares (In thousands) Stock options outstanding Restricted stock units outstanding Authorized for future issuance under stock incentive plans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Mar. 31, 2018 | |
Employee Benefit Plans | |
Employee Benefit Plans | 10. Employee Benefit Plans Stock Incentive Plans In September 2007, our stockholders approved the 2007 Omnibus Incentive Plan (the "2007 Plan"), which provides that options to purchase shares of our unissued common stock may be granted to our employees, officers, consultants and directors at exercise prices which are equal to or greater than the market value of our common stock on the date of grant. The 2007 Plan also allows for the issuance of stock appreciation rights, restricted stock, restricted stock units ("RSUs") and other stock-based awards based on the value of our common stock. New shares are issued to satisfy stock option exercises and share issuances under the 2007 Plan. In September 2009, our stockholders approved an amendment to increase the number of shares of our common stock authorized and reserved for issuance under the 2007 Plan by 800,000 shares to a total of 1,650,000 shares. In September 2012, our stockholders approved an amendment to increase the number of shares of our common stock authorized and reserved for issuance under the 2007 Plan by 800,000 shares to a total of 2,450,000 shares. In October 2014, our stockholders approved an amendment of the 2007 Plan to increase the number of shares of common stock authorized for issuance under the 2007 Plan by an additional 1,500,000 shares to a total of 3,950,000 shares. In September 2015, our stockholders approved an amendment of the 2007 Plan to increase the number of shares of common stock authorized for issuance under the 2007 Plan by an additional 1,000,000 shares to a total of 4,950,000 shares. In December 2016, our stockholders approved the 2016 Omnibus Incentive Plan (the "2016 Plan") which allows for the issuance of stock options, stock appreciation rights, restricted stock, RSUs", cash incentive awards and other stock-based awards to our employees, officers, consultants and directors at exercise prices which are equal to or greater than the market value of our common stock on the date of grant. Options expire no more than ten years after the date of grant and generally vest at the rate of 25% on each of the first four anniversaries of the grant date. Stock appreciation rights, restricted stock, RSUs and other stock-based awards are based on the value of our common stock. New shares are issued to satisfy stock option exercises and share issuances under the 2016 Plan. We currently maintain both the 2007 Plan and the 2016 Plan. Of these plans, we may only grant future awards from the 2016 Plan. As of the 2016 Annual Meeting of Stockholders, no future shares could be granted under the 2007 Plan. At March 31, 2018, there were approximately 1.5 million shares of common stock available for grant under the 2016 plan. As of March 31, 2018, options to purchase approximately 2,309,000 shares of common stock, as well as 45,000 RSUs, were outstanding under the 2007 Plan and options to purchase approximately 1,816,000 shares of common stock, as well as 99,000 RSUs, were outstanding under the 2016 Plan. Stock Options A summary of activity in the Plans with respect to our stock options for Fiscal 2018 is as follows: Options Weighted Weighted Aggregate (In thousands) (Years) (In thousands) Options outstanding at March 31, 2017 $ Granted Exercised ) Forfeited ) Expired — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options outstanding at March 31, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options exercisable at March 31, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested and expected to vest at March 31, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options exercisable at March 31, 2018 pursuant to a change-in-control $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted Stock Units RSU awards are stock-based awards that entitle the holder to receive one share of our common stock for each RSU upon vesting. RSUs granted under the 2007 Plan vest at the rate of 25% on each of the first four anniversaries of the grant date provided that the holder remains in service (as defined by the 2007 Plan) as of the vesting date. RSUs granted under the 2016 Plan vest at varying terms between one and four anniversaries of the grant date provided that the holder remains in service (as defined by the 2016 Plan) as of the vesting date. The fair value per RSU is determined based on the closing market price of our common stock on the grant date. A summary of activity with respect to our RSUs for Fiscal 2018 is as follows: # of Shares Weighted Weighted Aggregate (In thousands) (Years) (In thousands) RSUs outstanding at March 31, 2017 $ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RSUs outstanding at March 31, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expected to vest at March 31, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock issuable (for RSUs) at March 31, 2018 upon a change-in-control $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2018 2017 2016 (In thousands) Cost of revenues $ $ $ Selling, general and administrative expense Research and development expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stock-based compensation $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At March 31, 2018, there was approximately $4.6 million and $578,000 of unrecognized compensation expense related to unvested stock options and RSUs, respectively. This expense is currently expected to be recognized over a weighted average period of approximately 2.8 years for stock options and 1.8 years for RSUs. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional stock options, RSUs or other stock-based awards. The grant date fair value of stock options granted was estimated using the following weighted-average assumptions: Year Ended March 31, 2018 2017 2016 Expected life—years Risk-free interest rate % % % Expected volatility of common stock % % % Dividend yield — % — % — % Expected Life : The Company's expected life represents the weighted-average period that the Company's stock options are expected to be outstanding. The expected life is based on expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options to derive employee behavioral patterns used to forecast expected exercise patterns. Risk-Free Interest Rate : The risk-free interest rate is based on the U.S. Treasury zero coupon yield curve in effect at the time of grant for the expected term of the option. Expected Volatility : The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the option. A summary of certain fair value and intrinsic value information pertaining to our stock options is as follows: Year Ended March 31, 2018 2017 2016 (In thousands, except Weighted average grant date fair value per share of options granted $ $ $ Intrinsic value of options exercised $ $ $ 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, 2018, 2017 and 2016. 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 $1,067,000, $881,000, and $716,000 for the fiscal years ended March 31, 2018, 2017 and 2016, respectively. Other Stock-Based Compensation Plans Beginning January 1, 2018, the Company offers an Employee Stock Purchase Plan ("ESPP") which allows employees to have a percentage of their base compensation withheld to purchase the Company's common stock at 95% of the fair market on the last trading day of the offering period. There are two offering periods during a calendar year, which consist of the six months beginning each January 1 and July 1. Employees may contribute 1-15% of their eligible gross pay up to a $25,000 annual stock value limit. There were no share purchases in Fiscal 2018. The ESPP is considered a non-compensatory plan and accordingly no compensation expense is recorded in connection with this benefit. |
Stock Repurchase Program
Stock Repurchase Program | 12 Months Ended |
Mar. 31, 2018 | |
Stock Repurchase Program | |
Stock Repurchase Program | 11. Stock Repurchase Program In August 2011, our Board of Directors approved a stock repurchase program pursuant to which we were authorized to acquire up to $3 million of our outstanding common stock from time to time through August 2012. We repurchased approximately 964,000 shares under this original program for a total purchase price of $1.3 million. On August 9, 2012, our Board of Directors cancelled the initial stock repurchase program and the approximate $1.7 million of remaining funds, and approved a new stock repurchase program pursuant to which we may acquire up to $3 million of our outstanding common stock for an unspecified length of time. Under the new program, we may repurchase shares from time to time in open market and privately negotiated transactions and block trades, and may also repurchase shares pursuant to a 10b5-1 trading plan during our closed trading windows. There is no guarantee as to the exact number of shares that will be repurchased. We may modify or terminate the repurchase program at any time without prior notice. On November 6, 2014, our Board of Directors approved a $3.0 million increase to the Company's existing stock repurchase program, pursuant to which the Company may continue to acquire shares of its outstanding common stock from time to time for an unspecified length of time. For our fiscal years ended March 31, 2018 and 2017, we did not repurchase any shares. For our fiscal year ended March 31, 2016, we repurchased approximately 656,000 shares of our common stock. From inception of the program in August 2011 through March 31, 2018, we repurchased approximately 3,422,000 shares of our common stock for an aggregate price of approximately $5.6 million, at an average price per share of $1.63. As of March 31, 2018, all repurchased shares have been retired and returned to their status as authorized and unissued shares of our common stock. As of March 31, 2018, approximately $1.7 million remains available for the repurchase of our common stock under our current program. |
Investments
Investments | 12 Months Ended |
Mar. 31, 2018 | |
Investments | |
Investments | 12. Investments Our investments consisted of the following: As of March 31, 2018 Amortized Gross Gross Estimated (In thousands) Cash and cash equivalents $ $ — $ — $ Short term investments ) — Long term investments — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ) $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized losses related to these investments are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell, and it is not more likely than not that we would be required to sell, these investments before recovery of their cost basis. As a result, there is no other-than-temporary impairment for these investments as of March 31, 2018. The following table summarizes the contractual maturities of our investments at March 31, 2018: As of March 31, 2018 Maturity break out: Amortized Fair Value (In thousands) Due within one year $ $ Due within two years — — ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Business Segments, Significant
Business Segments, Significant Customer and Geographic Information | 12 Months Ended |
Mar. 31, 2018 | |
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 currently operate in three reportable segments: Roadway Sensors, Transportation Systems, and Agriculture and Weather Analytics. The Roadway Sensors segment provides various advanced detection sensors and systems for traffic intersection management, communication systems and roadway traffic data collection applications. The Roadways Sensors product line uses advanced image processing technology and other techniques to capture and analyze sensor data through sophisticated algorithms, enabling vehicle, bicycle and pedestrian detection, as well as the transmission of both video images and data using various communication technologies. Our Roadway Sensors products include, among others, Vantage, VantageLive!, VantageNext, VantagePegasus, VantageRadius, Vantage Vector, Velocity, SmartCycle, SmartCycle Bike Indicator, SmartSpan, VersiCam, PedTrax and P-Series products. The Transportation Systems segment provides engineering and consulting services, performance measurement and traffic analytics solutions, as well as the development of transportation management and traveler information systems for the ITS industry. Our Transportation Systems services include planning, design, implementation, operation and management of surface transportation infrastructure systems. We perform analysis and study goods movement, commercial vehicle operations, provide travel demand forecasting and systems engineering, and identify mitigation measures to reduce traffic congestion. Our Transportation Systems product line includes: iPeMS, our performance measurement and information management solution as well as our commercial vehicle operations and vehicle safety compliance platforms known as CVIEW Plus, CheckPoint, UCRLink and inspect. The Agriculture and Weather Analytics segment includes ClearPath Weather, our road maintenance applications, and ClearAg, our digital agriculture platform. Our ClearPath Weather suite of tools, such as tools for assessing historical weather conditions to both short-term and long-range weather forecasts and customizable route/site weather and pavement forecast tools, provide winter road maintenance recommendations for state agencies, municipalities and for commercial companies that allow such users to create solutions to meet roadway maintenance decision needs. Our ClearAg solutions combine weather and agronomic data with proprietary land-surface modeling and analytics to solve complex agricultural problems. Our ClearAg solutions include our ClearAg applications, ClearAg APIs and components, WeatherPlot mobile application, and ClearAg Insights applications. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies (Note 1). Certain corporate general and administrative expenses, including general overhead functions such as information systems, accounting, human resources, marketing, compliance costs and certain administrative expenses, as well as interest and amortization of intangible assets, are not allocated to the segments. The reportable segments are each managed separately because they manufacture and distribute distinct products or provide services with different processes. All reported segment revenues are derived from external customers. Our Chief Executive Officer, who is our chief operating decision maker ("CODM"), reviews financial information at the operating segment level. Our CODM does not review assets by segment in his resource allocation, and therefore, assets by segment are not disclosed below. Selected financial information for our reportable segments for the fiscal years ended March 31, 2018, 2017 and 2016 is as follows: Roadway Transportation Agriculture Total (In thousands) Year Ended March 31, 2018 Product revenues $ $ $ — $ Service revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues Depreciation Segment income (loss) ) Year Ended March 31, 2017 Product revenues — Service revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues Depreciation Loss from continuing operations before income taxes — — Segment income (loss) ) Year Ended March 31, 2016 Product revenues — Service revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues Depreciation Segment income (loss) $ $ $ ) $ The following table reconciles total segment income to consolidated income from continuing operations before income taxes: Year Ended March 31, 2018 2017 2016 (In thousands) Segment income: Total income from reportable segments $ $ $ Unallocated amounts: Corporate and other expenses ) ) ) Amortization of intangible assets ) ) ) Other (expense) income, net ) ) Interest income, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from continuing operations before income taxes $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Customer and Geographic Information One individual customer who is also a government agency had a receivable balance of 13% of our total trade accounts receivable balance as of March 31, 2018. No individual customer or government agency had a receivable balance at March 31, 2017 or 2016 greater than 10% of our total trade accounts receivable balances as of March 31, 2017 and 2016, 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 2018 2017 2016 Canada % % — % Europe — Middle East — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2018 | |
Quarterly Financial Data (Unaudited) | |
Quarterly Financial Data (Unaudited) | 14. Quarterly Financial Data (Unaudited) Quarter Ended: Revenues Gross Profit Net (Loss) Basic Net Diluted Net (In thousands, except per share amounts) June 30, 2017 $ $ $ ) $ ) $ ) September 30, 2017 ) ) ) December 31, 2017 March 31, 2018 ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ ) $ )** $ )** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2016 $ $ $ ) $ ) $ ) September 30, 2016 ) ) ) December 31, 2016 ) ) ) March 31, 2017 )* ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ ) $ )** $ )** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Net Loss includes a goodwill impairment charge of approximately $2.2 million related to our Agriculture and Weather Analytics reporting unit. Refer to Note 4 for additional discussion regarding the goodwill impairment charge. ** 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 S21
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2018 | |
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 subsidiary and have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. The results of continuing operations for all periods presented in the consolidated financial statements exclude the financial impact of a discontinued operation. See Note 3, "Sale of Vehicle Sensors," for further discussion related to the discontinued operation presentation. |
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, warranty reserves, costs to complete long-term contracts, indirect cost rates used in cost plus contracts, the valuation of purchased intangible assets and goodwill, the valuation of equity instruments, estimates of future cash flows used to assess the recoverability of long-lived assets and the impairment of goodwill, and fair value of our stock option awards used to calculate the stock-based compensation. |
Revenue Recognition | 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 revenues are derived primarily from long-term contracts with governmental agencies. Certain Agriculture and Weather Analytics revenues are also derived from long-term contracts with governmental agencies, as well as contracts with commercial companies. Agriculture and Weather Analytics revenues that are derived from contracts with commercial companies are generally from subscription revenue that we typically invoice our customers at the beginning of the term, in multiyear, annual, semi-annual or quarterly installments, and revenue is recognized ratably over the period of the subscription beginning once all requirements for revenue recognition have been met, including provisioning the service so that it is available to our customers. 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. 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 stand-alone 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 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. |
Unbilled Accounts Receivable | Unbilled Accounts Receivable Unbilled accounts receivable in the accompanying audited consolidated balance sheets represent unbilled amounts earned and reimbursable under services sales arrangements, including approximately $1.5 million of costs and estimated earnings in excess of billings on uncompleted contracts as of March 31, 2018, accounted for under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605-35, Construction-Type and Production-Type Contracts ("ASC 605-35"). 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. |
Deferred Revenue | Deferred Revenue Deferred revenue 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, including approximately $1.5 million of billings in excess of costs and estimated earnings on uncompleted contracts accounted for under FASB ASC 605-35. The unearned amounts are expected to be earned within the next twelve months. |
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 domestic customers. We maintain an allowance for doubtful accounts for potential credit losses, which losses have historically been within management's expectations. We currently have, and historically have had, a diverse customer base. For the fiscal years ended March 31, 2018 ("Fiscal 2018") and March 31, 2017 ("Fiscal 2017"), one individual customer represented approximately 22% of our total revenues, respectively, and no other individual customer represented greater than 10% of our total revenues. . For the fiscal year ended March 31, 2016 ("Fiscal 2016"), no individual customer represented greater than 10% of our total revenues. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments The fair value of cash equivalents, receivables, accounts payable and accrued expenses approximate carrying value because of the short period of time to maturity. Our investments are measured at fair value on a recurring basis. The framework for measuring fair value and related disclosure requirements about fair value measurements are provided in ASC 820, Fair Value Measurements ("ASC 820"). This pronouncement defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy proscribed by ASC 820 contains three levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with initial maturities of ninety days or less. |
Investments | Investments The Company's investments are classified as either held-to-maturity, available-for-sale or trading, in accordance with FASB ASC 320. Held-to-maturity securities are those securities that the Company has the positive intent and ability to hold until maturity. Trading securities are those securities that the Company intends to sell in the near term. All other securities not included in the held-to-maturity or trading category are classified as available-for-sale. Held-to-maturity securities are recorded at amortized cost which approximates fair market value. Trading securities are carried at fair value with unrealized gains and losses charged to earnings. Available-for-sale securities are carried at fair value with unrealized gains and losses recorded within accumulated other comprehensive loss as a separate component of stockholders' equity. FASB ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available (see Note 5). Under FASB ASC 320-10-35, a security is considered to be other-than-temporarily impaired if the present value of cash flows expected to be collected are less than the security's amortized cost basis (the difference being defined as the "Credit Loss") or if the fair value of the security is less than the security's amortized cost basis and the investor intends, or will be required, to sell the security before recovery of the security's amortized cost basis. If an other-than-temporary impairment exists, the charge to earnings is limited to the amount of Credit Loss if the investor does not intend to sell the security, and will not be required to sell the security, before recovery of the security's amortized cost basis. Any remaining difference between fair value and amortized cost is recognized in other comprehensive loss, net of applicable taxes. The Company evaluates whether the decline in fair value of its investments is other-than-temporary at each quarter-end. This evaluation consists of a review by management, and includes market pricing information and maturity dates for the securities held, market and economic trends in the industry and information on the issuer's financial condition and, if applicable, information on the guarantors' financial condition. Factors considered in determining whether a loss is temporary include the length of time and extent to which the investment's fair value has been less than its cost basis, the financial condition and near-term prospects of the issuer and guarantors, including any specific events which may influence the operations of the issuer and the Company's intent and ability to retain the investment for a reasonable period of time sufficient to allow for any anticipated recovery of fair value. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were $1.2 million as of March 31, 2018 and $2.1 million as of March 31, 2017 and included approximately $130,000 of cash designated as collateral on performance bonds, as required under certain of our Transportation Systems contracts in the Middle East. The performance bonds require us to maintain 100% cash value of the bonds as collateral in a bank that is local to the purchasing agency. The performance bond collateral is required throughout the delivery of our services and is maintained in the local bank until the contract is closed by the purchasing agency. We expect these requirements, and the related cash collateral restrictions, to be released during calendar year 2018. |
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 net realizable value. 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 perform an annual qualitative assessment of our goodwill during the fourth fiscal quarter, or more frequently, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in overall industry demand, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is required. If further testing is required, we perform a two-step process. The first step involves comparing the fair value of our reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. We determine the fair values of our reporting units using the income valuation approach, as well as other generally accepted valuation methodologies. In Fiscal 2017, we adopted the provisions issued by the FASB that were intended to simplify goodwill impairment testing. This guidance permits us to eliminate the second step of the goodwill impairment test, and eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. We monitor the indicators for goodwill impairment testing between annual tests. As of March 31, 2018, we determined that no adjustments to the carrying value of goodwill and intangible assets were required. As of March 31, 2017, we determined the carrying amount of the goodwill in the Agriculture and Weather Analytics reporting unit exceeded its implied fair value, and as a result, recognized an approximate $2.2 million impairment loss in the accompanying consolidated financial statements. We also determined that no adjustments to the carrying value of goodwill and intangible assets were required in the Roadway Sensors and Transportation Systems reporting units for any year presented. We test long-lived assets and purchased intangible assets (other than goodwill) for impairment if we believe indicators of impairment exist. We determine whether the carrying value of an asset or asset group is recoverable, based on comparisons to undiscounted expected future cash flows the asset or asset group is expected to generate. If an asset is not recoverable, we record an impairment loss equal to the amount by which the carrying value of the asset exceeds its fair value. We primarily use the income valuation approach to determine the fair value of our long lived assets and purchased intangible assets. As of March 31, 2018, there was no impairment to our long-lived and 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. As such, we determined it was appropriate to record a valuation allowance of approximately $10.1 million in the third quarter of Fiscal 2016 against our deferred tax assets. We will continuously reassess the appropriateness of maintaining a valuation allowance. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. |
Stock-Based Compensation | Stock-Based Compensation We record stock-based compensation in our consolidated statements of operations as an expense, based on the estimated grant date fair value of our stock-based awards, whereby such fair values are amortized over the requisite service period. Our stock-based awards are currently comprised of common stock options and restricted stock units. The fair value of our common stock option awards is estimated on the grant date using the Black-Scholes-Merton option-pricing formula. While utilizing this 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 $148,000, $146,000, and $164,000 in Fiscal 2018, Fiscal 2017 and Fiscal 2016, 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 Loss | Comprehensive Loss The difference between net loss and comprehensive loss was de minimis for Fiscal 2018. Comprehensive loss equaled net loss for Fiscal 2017 and Fiscal 2016. |
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"). The new revenue recognition standard ("ASC 606") provides a five-step analytical framework for transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised 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. The two permitted transition methods under the new standard are the full retrospective method or the modified retrospective method. We are required to adopt this standard effective April 1, 2018. We plan to adopt this standard using the modified retrospective method with an immaterial adjustment to accumulative deficit for the cumulative effect of adoption. Our assessment process has consisted of reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts. We have reviewed individual customer contracts and purchase orders related to these revenues streams as well as identified appropriate changes to our business processes, systems and controls to support the revenue recognition and disclosure requirements under the new standard. We believe that the new standard and related revenue recognition policies will not result in a material change to our consolidated financial statements, but will require additional disclosures in our financial statements as to the nature, amount and timing of revenue and cash flows arising from contracts with customers. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers ("ASU 2016-20"), which allows entities not to make quantitative disclosures about remaining performance obligations in certain cases and requires entities that use any of the new or previously existing optional exemptions to expand their qualitative disclosures. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-20 is not expected to have a material impact on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). This standard revises an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. Under the new guidance, entities will have to measure certain equity investments at fair value and recognize any changes in fair value in net income unless the investments qualify for a new practicality exception. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. We are currently evaluating the impact of ASU 2016-01 on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"). The pronouncement requires an entity to recognize assets and liabilities for the rights and obligations created by leases on the entity's balance sheet for both finance and operating leases. For leases with a term of 12 months or less, an entity can elect to not recognize lease assets and lease liabilities and expense the lease over a straight-line basis for the term of the lease. ASU 2016-02 will require new disclosures that depict the amount, timing, and uncertainty of cash flows pertaining to an entity's leases. Companies are required to adopt the new standard using a modified retrospective approach for annual and interim periods beginning after December 15, 2018. Early adoption of ASU 2016-02 is permitted. The Company expects adoption to increase the assets and liabilities recorded on its consolidated balance sheet and increase the level of disclosures related to leases. We are currently evaluating the impact of ASU 2016-02 on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. The adoption of ASU 2016-15 is not expected to have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"), requiring restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-18 is not expected to have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting ("ASU 2017-09"). The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC 718 Compensation—Stock Compensation. The adoption of ASU 2017-09, which will become effective for annual periods beginning after December 15, 2017, is not expected to have a material impact on our consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ("ASU 2018-05"). ASU 2018-05 adds various Securities and Exchange Commission ("SEC") paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118"), which was effective immediately. The SEC issued SAB 118 to address concerns about reporting entities' ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Cuts and Jobs Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Cuts and Jobs Act are incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. The Company has accounted for the tax effects of the Tax Cuts and Jobs Act under the guidance of SAB 118, on a provisional basis. The Company's accounting for certain income tax effects is incomplete, but the Company has determined reasonable estimates for those effects and has recorded provisional amounts in its consolidated financial statements as of March 31, 2018. |
Supplementary Financial Infor22
Supplementary Financial Information (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Supplementary Financial Information | |
Schedule of inventories | March 31, 2018 2017 (In thousands) Materials and supplies $ $ Work in process Finished goods ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of property and equipment, net | March 31, 2018 2017 (In thousands) Equipment $ $ Leasehold improvements Accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of intangible assets | March 31, 2018 2017 Gross Accumulated Gross Accumulated (In thousands) Technology $ $ ) $ $ ) Customer contracts / relationships ) ) Trade names and non-compete agreements ) ) Capitalized software development costs ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of future estimated amortization expense | Year Ending March 31, (In thousands) 2019 $ 2020 2021 2022 2023 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of activity related to the carrying value of goodwill by reportable segment | Roadway Transportation Ag & Weather Total (In thousands) Balance—March 31, 2016 Goodwill $ $ $ $ Accumulated impairment losses — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance—March 31, 2017 Goodwill $ $ $ $ Accumulated impairment losses — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance—March 31, 2018 Goodwill $ $ $ $ Accumulated impairment losses — ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of warranty reserve activity | Year Ended March 31, 2018 2017 2016 (In thousands) Balance at beginning of fiscal year $ $ $ Additions charged to cost of sales Warranty claims ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at end of fiscal year $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of computation of basic and diluted loss from continuing operations per share | Year Ended March 31, 2018 2017 2016 (In thousands, Numerator: Loss from continuing operations $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average common shares used in basic computation Dilutive stock options — — — Dilutive restricted stock units — — — Dilutive warrants — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares used in diluted computation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from continuing operations per share: Basic $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of instruments excluded in the computation of diluted loss from continuing operations per share | Year Ended March 31, 2018 2017 2016 (In thousands) Stock options Restricted stock units |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Fair Value Measurements | |
Schedule of financial assets that are recorded at fair value on a recurring basis | As of March 31, 2018 Amortized Gross Gross Estimated (In thousands) Level 1: Money market funds — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subtotal — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 2: Commercial paper — — Corporate notes and bonds ) — US Treasuries ) — US Government agencies ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subtotal ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Income Taxes | |
Schedule of components of current and deferred federal and state income tax (benefits) provision | Year Ended March 31, 2018 2017 2016 (In thousands) Loss from continuing operations before income taxes $ ) $ ) $ ) Current income tax provision: Federal $ $ $ State ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current tax provision Deferred income tax (benefit) provision: Federal ) ) State ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax (benefit) provision ) ) (Benefit) provision for income taxes on continuing operations ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from continuing operations, net of tax $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of income tax (benefit) provision to taxes computed at U.S. federal statutory rates | Year Ended March 31, 2018 2017 2016 (In thousands) (Benefit) for income taxes at statutory rates $ ) $ ) $ ) Change in federal tax rate — — State income taxes net of federal benefit ) ) ) Impairment charges — — Tax credits ) ) ) Compensation charges ) Change in valuation allowance ) Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Benefit) provision for income taxes $ ) $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of components of deferred tax assets and liabilities | March 31, 2018 2017 (In thousands) Deferred tax assets: Net operating losses $ $ Capitalized R&D Credit carry forwards Deferred compensation and payroll Bad debt allowance and other reserves Deferred rent Property and equipment Other, net ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets, net of valuation allowance ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: Acquired intangibles ) ) Goodwill ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax liabilities ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax liabilities $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits | Year Ended March 31, 2018 2017 2016 (In thousands) Gross unrecognized tax benefits at beginning of year $ $ $ Increases for tax positions taken in prior years Decreases for tax positions taken in prior years — ) — Increases for tax positions taken in the current year Lapse in statute of limitations ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross unrecognized tax benefits at March 31 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies | |
Schedule of future minimum rental payments under non-cancelable operating leases | Year Ending March 31, (In thousands) 2019 $ 2020 2021 2022 2023 Thereafter — ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity | |
Schedule of common stock reserved for future issuance | Number of Shares (In thousands) Stock options outstanding Restricted stock units outstanding Authorized for future issuance under stock incentive plans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Employee Benefit Plans | |
Summary of activity in the plans with respect to stock options | Options Weighted Weighted Aggregate (In thousands) (Years) (In thousands) Options outstanding at March 31, 2017 $ Granted Exercised ) Forfeited ) Expired — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options outstanding at March 31, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options exercisable at March 31, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested and expected to vest at March 31, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options exercisable at March 31, 2018 pursuant to a change-in-control $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of activity with respect to RSUs | # of Shares Weighted Weighted Aggregate (In thousands) (Years) (In thousands) RSUs outstanding at March 31, 2017 $ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RSUs outstanding at March 31, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expected to vest at March 31, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock issuable (for RSUs) at March 31, 2018 upon a change-in-control $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of stock-based compensation expense | Year Ended March 31, 2018 2017 2016 (In thousands) Cost of revenues $ $ $ Selling, general and administrative expense Research and development expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stock-based compensation $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of weighted-average assumptions used in estimating the grant date fair value of stock options granted | Year Ended March 31, 2018 2017 2016 Expected life—years Risk-free interest rate % % % Expected volatility of common stock % % % Dividend yield — % — % — % |
Summary of certain fair value and intrinsic value information pertaining to stock options | Year Ended March 31, 2018 2017 2016 (In thousands, except Weighted average grant date fair value per share of options granted $ $ $ Intrinsic value of options exercised $ $ $ |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Investments | |
Schedule of Unrealized Loss on Investments | As of March 31, 2018 Amortized Gross Gross Estimated (In thousands) Cash and cash equivalents $ $ — $ — $ Short term investments ) — Long term investments — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ) $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of contractual maturities of investments | As of March 31, 2018 Maturity break out: Amortized Fair Value (In thousands) Due within one year $ $ Due within two years — — ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Business Segments, Significan29
Business Segments, Significant Customer and Geographic Information (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Business Segments, Significant Customer and Geographic Information | |
Schedule of selected financial information for reportable segments | Roadway Transportation Agriculture Total (In thousands) Year Ended March 31, 2018 Product revenues $ $ $ — $ Service revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues Depreciation Segment income (loss) ) Year Ended March 31, 2017 Product revenues — Service revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues Depreciation Loss from continuing operations before income taxes — — Segment income (loss) ) Year Ended March 31, 2016 Product revenues — Service revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues Depreciation Segment income (loss) $ $ $ ) $ |
Schedule of reconciles total segment income to consolidated income from continuing operations before income taxes | Year Ended March 31, 2018 2017 2016 (In thousands) Segment income: Total income from reportable segments $ $ $ Unallocated amounts: Corporate and other expenses ) ) ) Amortization of intangible assets ) ) ) Other (expense) income, net ) ) Interest income, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from continuing operations before income taxes $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
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 2018 2017 2016 Canada % % — % Europe — Middle East — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Quarterly Financial Data (Una30
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2018 | |
Quarterly Financial Data (Unaudited) | |
Schedule of quarterly financial data (Unaudited) | Quarter Ended: Revenues Gross Profit Net (Loss) Basic Net Diluted Net (In thousands, except per share amounts) June 30, 2017 $ $ $ ) $ ) $ ) September 30, 2017 ) ) ) December 31, 2017 March 31, 2018 ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ ) $ )** $ )** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2016 $ $ $ ) $ ) $ ) September 30, 2016 ) ) ) December 31, 2016 ) ) ) March 31, 2017 )* ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ ) $ )** $ )** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Net Loss includes a goodwill impairment charge of approximately $2.2 million related to our Agriculture and Weather Analytics reporting unit. Refer to Note 4 for additional discussion regarding the goodwill impairment charge. ** Annual per share amounts may not agree to the sum of the quarterly per share amounts due to differences between average shares outstanding during the periods. |
Description of Business and S31
Description of Business and Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Mar. 31, 2018USD ($)customer | Mar. 31, 2017USD ($)customer | Mar. 31, 2016USD ($)customer | |
Unbilled Accounts Receivable | |||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 1,500,000 | ||
Deferred Revenue | |||
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,500,000 | ||
Prepaid Expenses and Other Current Assets | |||
Prepaid expenses and other current assets | 1,165,000 | $ 2,108,000 | |
Cash designated as collateral on performance bonds | $ 130,000 | ||
Percentage of cash value of the bonds as collateral | 100.00% | ||
Goodwill and Long-Lived Assets | |||
Impairment of long-lived and intangible assets | $ 0 | ||
Income Taxes | |||
Valuation allowance on deferred tax assets | 9,814,000 | 11,726,000 | |
Advertising Expenses | |||
Advertising costs | $ 148,000 | $ 146,000 | $ 164,000 |
Total Revenues | |||
Concentration of Credit Risk | |||
Percentage of concentration risk | 2.00% | 2.00% | 1.00% |
Total Revenues | Customer | One individual customer | |||
Concentration of Credit Risk | |||
Number of customers | customer | 1 | 1 | 0 |
Percentage of concentration risk | 22.00% | 22.00% | |
Total Revenues | Customer | No individual customer | |||
Concentration of Credit Risk | |||
Number of customers | customer | 0 | 0 | |
Minimum | |||
Warranty | |||
Warranty period | 1 year | ||
Minimum | Property and equipment | |||
Property and Equipment | |||
Useful life | 3 years | ||
Minimum | Total Revenues | Customer | One individual customer | |||
Concentration of Credit Risk | |||
Percentage of concentration risk | 10.00% | 10.00% | 10.00% |
Maximum | |||
Warranty | |||
Warranty period | 3 years | ||
Maximum | Property and equipment | |||
Property and Equipment | |||
Useful life | 8 years |
Supplementary Financial Infor32
Supplementary Financial Information - Inventories , Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Inventories | |||
Materials and supplies | $ 1,745,000 | $ 887,000 | |
Work in process | 232,000 | 298,000 | |
Finished goods | 944,000 | 1,065,000 | |
Total inventories | 2,921,000 | 2,250,000 | |
Property and Equipment, net | |||
Accumulated depreciation | (6,600,000) | (7,508,000) | |
Net | 2,333,000 | 2,064,000 | |
Depreciation expense | 819,000 | 729,000 | $ 649,000 |
Equipment | |||
Property and Equipment, net | |||
Gross | 6,053,000 | 7,078,000 | |
Leasehold improvements | |||
Property and Equipment, net | |||
Gross | 2,880,000 | 2,494,000 | |
Cost of revenues | |||
Property and Equipment, net | |||
Depreciation expense | 288,000 | 269,000 | 252,000 |
Operating expenses | |||
Property and Equipment, net | |||
Depreciation expense | $ 531,000 | $ 397,000 | $ 300,000 |
Supplementary Financial Infor33
Supplementary Financial Information - Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Intangible Assets | |||
Gross Carrying Amount | $ 8,824,000 | $ 5,874,000 | |
Accumulated Amortization | (5,073,000) | (4,376,000) | |
Amortization expense | 726,000 | 623,000 | $ 526,000 |
Amortization recorded to cost of revenues | 638,000 | 342,000 | 166,000 |
Amortization of intangible assets | 88,000 | 281,000 | $ 360,000 |
Net capitalized software development costs | 3,800,000 | ||
Future estimated amortization expense | |||
Net Book Value | 3,751,000 | 1,498,000 | |
Agriculture and Weather Analytics | |||
Future estimated amortization expense | |||
2,019 | 1,076,000 | ||
2,020 | 807,000 | ||
2,021 | 339,000 | ||
2,022 | 244,000 | ||
2,023 | 244,000 | ||
Thereafter | 1,041,000 | ||
Net Book Value | $ 3,751,000 | ||
Agriculture and Weather Analytics and Roadway Sensors Segments | |||
Intangible Assets | |||
Useful life (in years) | 3 years | ||
Technology | |||
Intangible Assets | |||
Gross Carrying Amount | $ 1,856,000 | 1,856,000 | |
Accumulated Amortization | (1,856,000) | (1,828,000) | |
Customer contracts / relationships | |||
Intangible Assets | |||
Gross Carrying Amount | 750,000 | 750,000 | |
Accumulated Amortization | (750,000) | (726,000) | |
Trade names and non-compete agreements | |||
Intangible Assets | |||
Gross Carrying Amount | 1,110,000 | 1,110,000 | |
Accumulated Amortization | (1,102,000) | (1,066,000) | |
Capitalized software development costs | |||
Intangible Assets | |||
Gross Carrying Amount | 5,108,000 | 2,158,000 | |
Accumulated Amortization | (1,365,000) | $ (756,000) | |
Oracle ERP development | |||
Intangible Assets | |||
Net capitalized software development costs | $ 2,300,000 | ||
Useful life (in years) | 10 years |
Supplementary Financial Infor34
Supplementary Financial Information - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Activity related to carrying value of goodwill | |||
Balance at the end of the year | $ 25,288 | $ 25,288 | $ 25,288 |
Accumulated impairment losses | (10,138) | (10,138) | (7,970) |
Goodwill, net | 15,150 | 15,150 | 17,318 |
Activity related to warranty reserve | |||
Balance at beginning of fiscal year | 278 | 193 | 181 |
Additions charged to cost of sales | 623 | 382 | 236 |
Warranty claims | (498) | (297) | (224) |
Balance at end of period | 403 | 278 | 193 |
Roadway Sensors | |||
Activity related to carrying value of goodwill | |||
Balance at the end of the year | 8,214 | 8,214 | 8,214 |
Goodwill, net | 8,214 | 8,214 | 8,214 |
Transportation Systems | |||
Activity related to carrying value of goodwill | |||
Balance at the end of the year | 14,906 | 14,906 | 14,906 |
Accumulated impairment losses | (7,970) | (7,970) | (7,970) |
Goodwill, net | 6,936 | 6,936 | 6,936 |
Agriculture and Weather Analytics | |||
Activity related to carrying value of goodwill | |||
Balance at the end of the year | 2,168 | 2,168 | 2,168 |
Accumulated impairment losses | $ (2,168) | $ (2,168) | |
Goodwill, net | $ 2,168 |
Supplementary Financial Infor35
Supplementary Financial Information - Earnings (loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | |||
Loss from continuing operations | $ (3,768) | $ (5,187) | $ (12,535) |
Denominator: | |||
Weighted average common shares used in basic computation (in shares) | 32,776 | 32,174 | 32,049 |
Weighted average common shares used in diluted computation (in shares) | 32,776 | 32,174 | 32,049 |
Loss from continuing operations per share: | |||
Basic (in dollars per share) | $ (0.12) | $ (0.16) | $ (0.39) |
Diluted (in dollars per share) | $ (0.12) | $ (0.16) | $ (0.39) |
Supplementary Financial Infor36
Supplementary Financial Information - Earnings (loss) Per Share Excluded weighted average (Details) - shares shares in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Stock options | |||
Shares excluded in the computation of loss from continuing operations per share | |||
Shares excluded in the computation of loss from continuing operations per share | 3,917 | 3,491 | 3,220 |
Restricted stock units | |||
Shares excluded in the computation of loss from continuing operations per share | |||
Shares excluded in the computation of loss from continuing operations per share | 228 | 179 | 186 |
Sale of Vehicle Sensors (Detail
Sale of Vehicle Sensors (Details) | Jul. 29, 2011 | Mar. 31, 2018USD ($)segment | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2018USD ($)segment |
Sale of Vehicle Sensors | |||||
Net proceeds from sale of discontinued operation | $ 511,000 | $ 495,000 | $ 368,000 | ||
Number of discontinued operations business segments | segment | 1 | 1 | |||
Gain on sale of discontinued operation, net of tax | $ 242,000 | 361,000 | 214,000 | ||
Vehicle Sensors segment | |||||
Sale of Vehicle Sensors | |||||
Additional cash consideration, percentage of revenue associated with royalties | 85.00% | ||||
Amount of earn-outs in connection with royalty | $ 2,600,000 | ||||
Net proceeds from sale of discontinued operation | $ 17,900,000 | ||||
Gain on sale of discontinued operation, net of tax | $ 242,000 | $ 361,000 | $ 214,000 |
Impairment of Goodwill (Details
Impairment of Goodwill (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill | |
Adjustment for impairment | $ 2,168 |
Agriculture and Weather Analytics | |
Goodwill | |
Adjustment for impairment | $ 2,200 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Non-financial assets measured at fair value | |||
Non-financial assets measured at fair value | $ 0 | $ 0 | $ 0 |
Amortized Cost | 9,015 | ||
Gross Unrealized Loss | (4) | ||
Estimated Fair Value | 9,011 | ||
Agriculture and Weather Analytics | |||
Non-financial assets measured at fair value | |||
Goodwill, Impaired, Adjustment to Initial Estimate Amount | 2,200 | ||
Level 1 | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 666 | ||
Estimated Fair Value | 666 | ||
Level 1 | Money market funds | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 666 | ||
Estimated Fair Value | 666 | ||
Level 2 | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 8,349 | ||
Gross Unrealized Loss | (4) | ||
Estimated Fair Value | 8,345 | ||
Level 2 | Commercial paper | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 1,891 | ||
Estimated Fair Value | 1,891 | ||
Level 2 | Corporate notes and bonds | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 2,008 | ||
Gross Unrealized Loss | (2) | ||
Estimated Fair Value | 2,006 | ||
Level 2 | US Treasuries | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 1,500 | ||
Gross Unrealized Loss | (1) | ||
Estimated Fair Value | 1,499 | ||
Level 2 | US Government agencies | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 2,950 | ||
Gross Unrealized Loss | (1) | ||
Estimated Fair Value | $ 2,949 |
Credit Facility (Details)
Credit Facility (Details) $ in Millions | Dec. 31, 2016USD ($) |
Revolving Line of Credit | |
Revolving Line of Credit | |
Maximum borrowing capacity | $ 12 |
Income Taxes - Components of cu
Income Taxes - Components of current and deferred federal and state income tax (benefits) provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Components of income tax (benefit) expense | |||
Loss from continuing operations before income taxes | $ (5,586) | $ (5,231) | $ (3,456) |
Current income tax provision: | |||
Federal | 3 | 71 | 170 |
State | 45 | 62 | 50 |
Total current tax provision | 48 | 133 | 220 |
Deferred income tax provision (benefit): | |||
Federal | (1,849) | (166) | 8,289 |
State | (17) | (11) | 570 |
Total deferred tax (benefit) provision | (1,866) | (177) | 8,859 |
(Benefit) provision for income taxes on continuing operations | (1,818) | (44) | 9,079 |
Loss from continuing operations | (3,768) | (5,187) | (12,535) |
Income (loss) from Continuing Operations Attributable to Parent | $ (3,768) | $ (5,187) | $ (12,535) |
Income Taxes - Reconciliation a
Income Taxes - Reconciliation and Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Reconciliation of income tax (benefit) provision to taxes computed at U.S. federal statutory rates | |||
(Benefit) for income taxes at statutory rates | $ (1,720) | $ (1,778) | $ (1,175) |
Change in federal tax rate | 4,134 | ||
State income taxes net of federal benefit | (255) | (124) | (184) |
Impairment charges | 737 | ||
Tax credits | (567) | (125) | (258) |
Compensation charges | (324) | 29 | 91 |
Change in valuation allowance | (3,153) | 1,148 | 10,557 |
Other | 67 | 69 | 48 |
(Benefit) provision for income taxes on continuing operations | (1,818) | (44) | $ 9,079 |
Deferred tax assets: | |||
Net operating losses | 2,853 | 830 | |
Capitalized R&D | 2,734 | 5,003 | |
Credit carry forwards | 2,043 | 2,387 | |
Deferred compensation and payroll | 1,603 | 2,064 | |
Bad debt allowance and other reserves | 567 | 820 | |
Deferred rent | 235 | 313 | |
Property and equipment | 844 | 521 | |
Other, net | 203 | 255 | |
Total deferred tax assets | 11,082 | 12,193 | |
Valuation allowance | (9,814) | (11,726) | |
Total deferred tax assets, net of valuation allowance | 1,268 | 467 | |
Deferred tax liabilities: | |||
Acquired intangibles | (866) | (467) | |
Goodwill | (467) | (707) | |
Total deferred tax liabilities | (1,333) | (1,174) | |
Net deferred tax liabilities | $ (65) | $ (707) |
Income Taxes - Federal and Stat
Income Taxes - Federal and State tax credit carryforwards (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Deferred tax assets, tax credit carryforwards | ||
Federal research credits | $ 2,734,000 | $ 5,003,000 |
Excess tax benefits from exercise of employee stock option | 1,100,000 | |
Valuation allowance on deferred tax assets | 9,814,000 | $ 11,726,000 |
Federal | ||
Deferred tax assets, tax credit carryforwards | ||
Alternative Minimum Tax credit carryforwards | $ 1,100,000 | |
Income tax refund period (in years) | 4 years | |
Federal research credits | $ 1,500,000 | |
Net operating loss carryforwards | 6,800,000 | |
Federal | 2022 | ||
Deferred tax assets, tax credit carryforwards | ||
Net operating loss carryforwards | 5,600,000 | |
State | ||
Deferred tax assets, tax credit carryforwards | ||
Tax credit carryforwards | 703,000 | |
State | 2031 | ||
Deferred tax assets, tax credit carryforwards | ||
Net operating loss carryforwards | $ 4,400,000 |
Income Taxes - Tax Cuts and Job
Income Taxes - Tax Cuts and Jobs Act (Details) - USD ($) | Jan. 01, 2018 | Mar. 31, 2018 |
Income Taxes | ||
U.S. corporate income tax rate (as a percent) | 21.00% | 30.80% |
Decrease in net deferred tax assets | $ (4,100,000) | |
Decrease in the valuation allowance maintained against its deferred tax assets | (5,800,000) | |
Estimated impact on income tax expense (benefit) | (1,700,000) | |
Income tax benefit on release of valuation allowance against Alternative Minimum Tax credit carryforwards | 1,100,000 | |
Income tax benefit on remeasurement of a deferred tax liability related to indefinite-lived assets | $ 640,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Taxes | |||
Unrecognized tax benefits netted against certain noncurrent deferred tax assets | $ 461,000 | $ 286,000 | |
Unrecognized tax benefits that, if recognized, would affect effective tax rate | 513,000 | 359,000 | |
Accrued payment of potential interest and penalties | 43,000 | 46,000 | |
Interest and penalties recognized | (3,000) | (6,000) | |
Gross unrecognized tax benefits | |||
Balance at the beginning of the year | 426,000 | 394,000 | $ 319,000 |
Increases for tax positions taken in prior years | 62,000 | 18,000 | 22,000 |
Decreases for tax positions taken in prior years | (8,000) | ||
Increases for tax positions taken in the current year | 122,000 | 59,000 | 68,000 |
Lapse in statute of limitations | (24,000) | (37,000) | (15,000) |
Balance at the end of the year | $ 586,000 | $ 426,000 | $ 394,000 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation and Other Contingencies (Details) - 2007 Plan - USD ($) | Apr. 28, 2017 | Nov. 08, 2016 | Oct. 31, 2017 | Sep. 30, 2015 | Sep. 15, 2016 | Oct. 31, 2014 | Sep. 30, 2012 | Sep. 30, 2009 |
Commitments and Contingencies | ||||||||
Stock options authorized under the plan (in shares) | 4,950,000 | 3,950,000 | 2,450,000 | 1,650,000 | ||||
Awarded value | $ 215,000 | |||||||
Stipulation of settlement | $ 215,000 | |||||||
Proxy Statements | Pending Litigation | ||||||||
Commitments and Contingencies | ||||||||
Stock options authorized under the plan (in shares) | 500,000 | |||||||
Mr. Bergera | Proxy Statements | Pending Litigation | ||||||||
Commitments and Contingencies | ||||||||
Excess options granted (in shares) | 850,000 | |||||||
Mr. Bergera | Proxy Statements | Pending Litigation | Maximum | ||||||||
Commitments and Contingencies | ||||||||
Options granted (in shares) | 1,350,000 |
Commitments and Contingencies47
Commitments and Contingencies - Related Party Transaction (Details) | Jan. 23, 2017USD ($)ft² | Feb. 28, 2014USD ($)ft² | May 31, 2007USD ($)ft² | Mar. 31, 2018USD ($)subsidiary | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Jul. 23, 2013USD ($) |
Operating Leases | |||||||
Area of Real Estate Property | ft² | 5,980 | 52,000 | |||||
Term of lease | 60 months | 96 months | 88 months | ||||
Monthly lease rate during first year of lease | $ 14,000 | $ 76,000 | $ 102,000 | ||||
Maximum monthly lease rate during last year of lease | 16,000 | $ 90,000 | $ 120,000 | ||||
Reduced office space due to amendment of the lease agreement | ft² | 11,000 | ||||||
Tenant improvement allowance | $ 119,000 | $ 328,000 | |||||
Future minimum rental payments under non-cancelable operating leases | |||||||
2,019 | $ 2,185,000 | ||||||
2,020 | 1,936,000 | ||||||
2,021 | 1,836,000 | ||||||
2,022 | 1,725,000 | ||||||
2,023 | 295,000 | ||||||
Total | 7,977,000 | ||||||
Total rent expense | $ 1,800,000 | $ 1,700,000 | $ 1,700,000 | ||||
Maxxess | |||||||
Related Party Transaction | |||||||
Number of former subsidiaries | subsidiary | 1 | ||||||
Promissory note payable issued to reporting entity for amounts previously owed under a sublease agreement | $ 146,000 | $ 274,000 | |||||
Interest on promissory note (as a percent) | 6.00% | ||||||
Maxxess | Maximum | |||||||
Related Party Transaction | |||||||
Ownership percentage of non-controlling | 2.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 1 Months Ended | ||
Aug. 31, 2009itemshares | Mar. 31, 2018shares | Mar. 31, 2017shares | |
Common Stock Reserved for Future Issuance | |||
Stock options outstanding (in shares) | 4,124,000 | ||
Restricted stock units outstanding (in shares) | 144,000 | ||
Authorized for future issuance under stock incentive plans (in shares) | 1,496,000 | ||
Common stock reserved for future issuance (in shares) | 5,764,000 | ||
Preferred Stock | |||
Authorized shares of preferred stock | 2,000,000 | 2,000,000 | |
Outstanding shares of preferred stock | 0 | 0 | |
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 | item | 2 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Oct. 31, 2014 | Sep. 30, 2012 | Sep. 30, 2009 | Mar. 31, 2018 | |
Employee Benefit Plans | |||||
Shares of common stock available for grant | 1,496,000 | ||||
Number of Options | |||||
Options outstanding at the end of the period (in shares) | 4,124,000 | ||||
Number of Shares | |||||
RSUs outstanding at the end of the period (in shares) | 144,000 | ||||
Stock options | |||||
Number of Options | |||||
Options outstanding at the beginning of the period (in shares) | 3,776,000 | ||||
Granted (in shares) | 1,103,000 | ||||
Exercised (in shares) | (591,000) | ||||
Forfeited (in shares) | (164,000) | ||||
Options outstanding at the end of the period (in shares) | 4,124,000 | ||||
Options exercisable at the end of the period (in shares) | 1,616,000 | ||||
Vested and expected to vest at the end of the period (in shares) | 4,124,000 | ||||
Weighted Average Exercise Price Per Share | |||||
Options outstanding at the beginning of the period (in dollars per share) | $ 2.76 | ||||
Granted (in dollars per share) | 5.59 | ||||
Exercised (in dollars per share) | 2.02 | ||||
Forfeited (in dollars per share) | 4 | ||||
Options outstanding at the end of the period (in dollars per share) | 3.58 | ||||
Options exercisable at the end of the period (in dollars per share) | 2.45 | ||||
Vested and expected to vest at the end of the period (in dollars per share) | $ 3.58 | ||||
Weighted Average Remaining Contractual Life | |||||
Options outstanding at the end of the period | 8 years 1 month 6 days | ||||
Options exercisable at the end of the period | 7 years | ||||
Vested and expected to vest at the end of the period | 8 years 1 month 6 days | ||||
Aggregate Intrinsic Value | |||||
Options outstanding at the end of the period (in dollars) | $ 6,394 | ||||
Options exercisable at the end of the period (in dollars) | 4,049 | ||||
Vested and expected to vest at the end of the period (in dollars) | $ 6,394 | ||||
Stock options | Change in Control | |||||
Number of Options | |||||
Options exercisable at the end of the period pursuant to a change-in-control (in shares) | 4,124,000 | ||||
Weighted Average Exercise Price Per Share | |||||
Options exercisable at the end of the period (in dollars per share) | $ 3.58 | ||||
Weighted Average Remaining Contractual Life | |||||
Options exercisable at the end of the period | 8 years 1 month 6 days | ||||
Aggregate Intrinsic Value | |||||
Options exercisable at the end of the period pursuant to a change-in-control (in dollars) | $ 6,394 | ||||
Restricted stock units | |||||
Number of Shares | |||||
RSUs outstanding at the beginning of the period (in shares) | 232,000 | ||||
Granted (in shares) | 73,000 | ||||
Vested (in shares) | (134,000) | ||||
Forfeited (in shares) | (27,000) | ||||
RSUs outstanding at the end of the period (in shares) | 144,000 | ||||
Expected to vest at the end of the period (in shares) | 144,000 | ||||
Weighted Average Price Per Share | |||||
RSUs outstanding at the beginning of the period (in dollars per share) | $ 3.84 | ||||
Granted (in dollars per share) | 6.40 | ||||
Vested (in dollars per share) | 4.06 | ||||
Forfeited (in dollars per share) | 4.88 | ||||
RSUs outstanding at the end of the period (in dollars per share) | 4.72 | ||||
Expected to vest at the end of the period (in dollars per share) | $ 4.72 | ||||
Weighted Average Remaining Life | |||||
RSUs outstanding at the end of the period | 1 year 10 months 24 days | ||||
Expected to vest at the end of the period | 1 year 10 months 24 days | ||||
Aggregate Intrinsic Value | |||||
RSUs outstanding at the end of the period (in dollars) | $ 167 | ||||
Expected to vest at the end of the period (in dollars) | $ 167 | ||||
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) | 144,000 | ||||
Weighted Average Price Per Share | |||||
Vested (in dollars per share) | $ 4.72 | ||||
Weighted Average Remaining Life | |||||
RSUs outstanding at the end of the period | 1 year 10 months 24 days | ||||
Aggregate Intrinsic Value | |||||
Common stock issuable (for RSUs) at the end of the period upon a change-in-control (in dollars) | $ 167 | ||||
2007 Plan | |||||
Employee Benefit Plans | |||||
Increase in number of shares of common stock authorized and reserved for issuance under the plan | 1,000,000 | 1,500,000 | 800,000 | 800,000 | |
Stock options authorized under the plan (in shares) | 4,950,000 | 3,950,000 | 2,450,000 | 1,650,000 | |
2007 Plan | Stock options | |||||
Number of Options | |||||
Options outstanding at the end of the period (in shares) | 2,309,000 | ||||
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) | 45,000 | ||||
2016 Plan | |||||
Employee Benefit Plans | |||||
Shares of common stock available for grant | 1,500,000 | ||||
2016 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) | 1,816,000 | ||||
2016 Plan | Stock options | Maximum | |||||
Employee Benefit Plans | |||||
Expiration term | 10 years | ||||
2016 Plan | Restricted stock units | |||||
Number of Shares | |||||
RSUs outstanding at the end of the period (in shares) | 99,000 | ||||
2016 Plan | Restricted stock units | Minimum | |||||
Employee Benefit Plans | |||||
Vesting period | 1 year | ||||
2016 Plan | Restricted stock units | Maximum | |||||
Employee Benefit Plans | |||||
Vesting period | 4 years |
Employee Benefit Plans - Expens
Employee Benefit Plans - Expense (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-Based Compensation | |||
Total stock-based compensation expense | $ 1,781,000 | $ 976,000 | $ 659,000 |
Stock options | |||
Stock-Based Compensation | |||
Unrecognized compensation expense | $ 4,600,000 | ||
Weighted average period over which compensation expense is expected to be recognized | 2 years 9 months 18 days | ||
Restricted stock units | |||
Stock-Based Compensation | |||
Unrecognized compensation expense | $ 578,000 | ||
Weighted average period over which compensation expense is expected to be recognized | 1 year 9 months 18 days | ||
Cost of revenues | |||
Stock-Based Compensation | |||
Total stock-based compensation expense | $ 71,000 | 51,000 | 42,000 |
Selling, general and administrative expense | |||
Stock-Based Compensation | |||
Total stock-based compensation expense | 1,558,000 | 858,000 | 567,000 |
Research and development expense | |||
Stock-Based Compensation | |||
Total stock-based compensation expense | $ 152,000 | $ 67,000 | $ 50,000 |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock options granted (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Weighted average assumptions used in estimating the grant date fair value of stock options granted | |||
Expected life - years | 6 years 6 months | 6 years 6 months | 7 years 2 months 12 days |
Risk-free interest rate (as a percent) | 2.70% | 2.20% | 1.90% |
Expected volatility of common stock (as a percent) | 43.00% | 40.00% | 47.00% |
Fair value and intrinsic value information | |||
Weighted average grant date fair value per share of options granted (in dollars per share) | $ 2.59 | $ 2.11 | $ 1.19 |
Intrinsic value of options exercised (in dollars) | $ 2,469 | $ 1,061 | $ 135 |
Employee Benefit Plans - Employ
Employee Benefit Plans - Employee incentive programs (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
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) | $ 1,067,000 | $ 881,000 | $ 716,000 |
Employer matching contribution (as a percent) | 50.00% | ||
Vesting period of employer matching contributions | 3 years |
Employee Benefit Plans - Other
Employee Benefit Plans - Other stock-based compensation plans (Details) | Jan. 01, 2018USD ($)period | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Other Stock-Based Compensation Plans | ||||
Stock-based compensation expense | $ 1,781,000 | $ 976,000 | $ 659,000 | |
ESPP | ||||
Other Stock-Based Compensation Plans | ||||
Purchase price of common stock (as a percent) | 95.00% | |||
Annual stock value | $ 25,000 | |||
Number of share repurchases | shares | 0 | |||
Number of offering periods | period | 2 | |||
Duration of offering period (in months) | 6 months | |||
Stock-based compensation expense | $ 0 | |||
Minimum | ESPP | ||||
Other Stock-Based Compensation Plans | ||||
Employer matching contribution (as a percent) | 1.00% | |||
Maximum | ESPP | ||||
Other Stock-Based Compensation Plans | ||||
Employer matching contribution (as a percent) | 15.00% |
Stock Repurchase Program (Detai
Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 06, 2014 | Mar. 31, 2017 | Mar. 31, 2016 | Aug. 31, 2012 | Mar. 31, 2018 | Aug. 09, 2012 | Aug. 31, 2011 |
Stock Repurchase Program | |||||||
Number of shares acquired | 656,000 | 3,422,000 | |||||
Increase in the authorized amount for repurchase of common stock | $ 3,000 | ||||||
Value of common stock repurchased | $ 4,826 | $ 1,195 | $ 5,600 | ||||
Average price per share of common stock repurchased (in dollars per share) | $ 1.63 | ||||||
Value of common stock available for repurchase under current program | $ 1,700 | ||||||
Maximum | |||||||
Stock Repurchase Program | |||||||
Value of common stock approved under stock repurchase program | $ 3,000 | ||||||
August 2011 Program | |||||||
Stock Repurchase Program | |||||||
Number of shares acquired | 964,000 | ||||||
Value of common stock repurchased | $ 1,300 | ||||||
Value of remaining funds cancelled under initial stock repurchase program | $ 1,700 | ||||||
August 2011 Program | Maximum | |||||||
Stock Repurchase Program | |||||||
Value of common stock approved under stock repurchase program | $ 3,000 |
Investments (Details)
Investments (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2018USD ($) | |
Investments | |
Amortized Cost | $ 9,015 |
Gross Unrealized Loss | (4) |
Estimated Fair Value | 9,011 |
Other-than-temporary impairment of investments | 0 |
Cash and cash equivalents | |
Investments | |
Amortized Cost | 3,692 |
Estimated Fair Value | 3,692 |
Short term investments | |
Investments | |
Amortized Cost | 5,323 |
Gross Unrealized Loss | (4) |
Estimated Fair Value | $ 5,319 |
Investments - Contractual matur
Investments - Contractual maturities (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Investments | |
Amortized cost of investments due within one year | $ 9,015 |
Amortized Cost | 9,015 |
Fair value of investments due within one year | 9,011 |
Fair Value | $ 9,011 |
Business Segments, Significan57
Business Segments, Significant Customer and Geographic Information - Business Segments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2018USD ($)segment | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | |
Business Segments | |||||||||||
Number of reportable segments | segment | 3 | ||||||||||
Product revenues | $ 46,464 | $ 43,735 | $ 41,733 | ||||||||
Service revenues | 57,265 | 52,247 | 36,015 | ||||||||
Total revenues | $ 25,273 | $ 26,025 | $ 25,248 | $ 27,183 | $ 25,304 | $ 22,691 | $ 24,060 | $ 23,927 | 103,729 | 95,982 | 77,748 |
Depreciation | 819 | 729 | 649 | ||||||||
Loss from continuing operations before income taxes | (5,586) | (5,231) | (3,456) | ||||||||
Segment income (loss) | (5,602) | (5,237) | (3,470) | ||||||||
Operating segments | |||||||||||
Business Segments | |||||||||||
Product revenues | 46,464 | 43,735 | 41,733 | ||||||||
Service revenues | 57,265 | 52,247 | 36,015 | ||||||||
Total revenues | 103,729 | 95,982 | 77,748 | ||||||||
Depreciation | 534 | 502 | 449 | ||||||||
Loss from continuing operations before income taxes | 2,168 | ||||||||||
Segment income (loss) | 9,416 | 8,724 | 6,431 | ||||||||
Operating segments | Roadway Sensors | |||||||||||
Business Segments | |||||||||||
Product revenues | 44,163 | 42,059 | 39,923 | ||||||||
Service revenues | 194 | 111 | 336 | ||||||||
Total revenues | 44,357 | 42,170 | 40,259 | ||||||||
Depreciation | 221 | 180 | 152 | ||||||||
Segment income (loss) | 8,825 | 9,799 | 8,401 | ||||||||
Operating segments | Transportation Systems | |||||||||||
Business Segments | |||||||||||
Product revenues | 2,301 | 1,676 | 1,810 | ||||||||
Service revenues | 52,180 | 47,594 | 32,286 | ||||||||
Total revenues | 54,481 | 49,270 | 34,096 | ||||||||
Depreciation | 204 | 191 | 175 | ||||||||
Segment income (loss) | 8,639 | 8,482 | 4,170 | ||||||||
Operating segments | Agriculture and Weather Analytics | |||||||||||
Business Segments | |||||||||||
Service revenues | 4,891 | 4,542 | 3,393 | ||||||||
Total revenues | 4,891 | 4,542 | 3,393 | ||||||||
Depreciation | 109 | 131 | 122 | ||||||||
Loss from continuing operations before income taxes | 2,168 | ||||||||||
Segment income (loss) | $ (8,048) | $ (9,557) | $ (6,140) |
Business Segments, Significan58
Business Segments, Significant Customer and Geographic Information - Reconciliation of Total Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Segment income: | |||
Total income from reportable segments | $ (5,602) | $ (5,237) | $ (3,470) |
Amortization of intangible assets | (88) | (281) | (360) |
Other (expense) income, net | (16) | (7) | 2 |
Interest income, net | 32 | 13 | 12 |
Loss from continuing operations before income taxes | (5,586) | (5,231) | (3,456) |
Operating segments | |||
Segment income: | |||
Total income from reportable segments | 9,416 | 8,724 | 6,431 |
Loss from continuing operations before income taxes | 2,168 | ||
Unallocated amounts | |||
Segment income: | |||
Corporate and other expenses | (14,930) | (13,680) | (9,541) |
Amortization of intangible assets | (88) | (281) | (360) |
Other (expense) income, net | (16) | (7) | 2 |
Interest income, net | 32 | 13 | 12 |
Loss from continuing operations before income taxes | $ (5,586) | $ (5,231) | $ (3,456) |
Business Segments, Significan59
Business Segments, Significant Customer and Geographic Information - Concentration Risk (Details) - One individual customer - Receivable - Customer | 12 Months Ended |
Mar. 31, 2018customer | |
Customer concentration | |
Number of customers or government agencies | 1 |
Minimum | |
Customer concentration | |
Concentration Risk, Percentage | 13.00% |
Business Segments, Significan60
Business Segments, Significant Customer and Geographic Information - Percentage of Revenue by Geographic region (Details) - Total Revenues | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
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 | 2.00% | 2.00% | 1.00% |
Canada | |||
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% | |
Europe | |||
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% | |
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 | 1.00% |
Quarterly Financial Data (Una61
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2016 | |
Quarterly Financial Data (Unaudited) | |||||||||||
Revenues | $ 25,273 | $ 26,025 | $ 25,248 | $ 27,183 | $ 25,304 | $ 22,691 | $ 24,060 | $ 23,927 | $ 103,729 | $ 95,982 | $ 77,748 |
Gross Profit | 10,015 | 9,943 | 9,968 | 9,905 | 9,918 | 8,620 | 9,455 | 9,409 | 39,831 | 37,402 | 30,669 |
Net (Loss) Income | $ (2,415) | $ 343 | $ (984) | $ (470) | $ (3,368) | $ (1,380) | $ (40) | $ (38) | $ (3,526) | $ (4,826) | $ (12,321) |
Basic Net Income/Loss per Share (in dollars per share) | $ (0.07) | $ 0.01 | $ (0.03) | $ (0.02) | $ (0.10) | $ (0.04) | $ 0 | $ 0 | $ (0.11) | $ (0.15) | |
Diluted Net Income/Loss per Share (in dollars per share) | $ (0.07) | $ 0.01 | $ (0.03) | $ (0.02) | $ (0.10) | $ (0.04) | $ 0 | $ 0 | $ (0.11) | $ (0.15) | |
Loss on impairment of goodwill | $ 2,168 | ||||||||||
Agriculture and Weather Analytics | |||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||
Loss on impairment of goodwill | $ 2,200 |