Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2020 | Jan. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-08762 | |
Entity Registrant Name | ITERIS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-2588496 | |
Entity Address, Address Line One | 1700 Carnegie Avenue, Suite 100 | |
Entity Address, City or Town | Santa Ana, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92705 | |
City Area Code | 949 | |
Local Phone Number | 270-9400 | |
Title of 12(b) Security | Common Stock, $0.10 par value | |
Trading Symbol | ITI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 41,640,592 | |
Entity Central Index Key | 0000350868 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 14,398 | $ 14,217 |
Restricted cash | 263 | 146 |
Short-term investments | 8,140 | 11,556 |
Trade accounts receivable, net of allowance for doubtful accounts of $1,049 and $802 at December 31, 2020 and March 31, 2020, respectively | 20,962 | 16,706 |
Unbilled accounts receivable | 9,515 | 9,848 |
Inventories | 4,607 | 3,040 |
Prepaid expenses and other current assets | 4,542 | 2,040 |
Assets held for sale, current portion | 44 | 1,476 |
Total current assets | 62,471 | 59,029 |
Property and equipment, net | 1,900 | 1,835 |
Right-of-use assets | 11,760 | 12,598 |
Intangible assets, net | 14,922 | 6,066 |
Goodwill | 28,348 | 20,590 |
Other assets | 1,576 | 1,213 |
Assets held for sale, noncurrent portion | 96 | 626 |
Total assets | 121,073 | 101,957 |
Current liabilities: | ||
Trade accounts payable | 6,698 | 8,101 |
Accrued payroll and related expenses | 9,819 | 7,508 |
Accrued liabilities | 5,448 | 3,665 |
Deferred revenue | 7,019 | 4,413 |
Liabilities held for sale, current portion | 883 | 2,828 |
Total current liabilities | 29,867 | 26,515 |
Lease liabilities | 10,817 | |
Deferred income taxes | 214 | 190 |
Unrecognized tax benefits | 117 | 130 |
Other long-term liabilities | 2,846 | 0 |
Liabilities held for sale, noncurrent portion | 310 | 357 |
Total liabilities | 43,861 | 38,830 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, value, issued | 0 | 0 |
Common stock, value, issued | 4,134 | 4,071 |
Additional paid-in capital | 179,682 | 176,209 |
Accumulated deficit | (106,604) | (117,153) |
Total stockholders' equity | 77,212 | 63,127 |
Total liabilities and stockholders' equity | 121,073 | 101,957 |
Continuing operations | ||
Current liabilities: | ||
Lease liabilities | $ 10,507 | $ 11,638 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts (in dollars) | $ 1,049 | $ 802 |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, authorized shares (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, issued shares (in shares) | 0 | 0 |
Preferred stock, outstanding shares (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 100 | $ 100 |
Common stock, authorized shares (in shares) | 70,000,000 | 70,000,000 |
Common stock, outstanding shares (in shares) | 41,347,000 | 40,713,000 |
Common stock, issued shares (in shares) | 41,347,000 | 40,713,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenues | $ 28,170 | $ 26,737 | $ 85,426 | $ 78,490 |
Cost of revenues | 16,520 | 16,104 | 51,550 | 47,595 |
Gross profit | 11,650 | 10,633 | 33,876 | 30,895 |
Operating expenses: | ||||
Selling, general and administrative | 10,148 | 10,543 | 28,117 | 30,356 |
Research and development | 1,435 | 1,213 | 3,483 | 3,115 |
Amortization of intangible assets | 376 | 230 | 836 | 527 |
Restructuring charges | 0 | 0 | 619 | 0 |
Total operating expenses | 11,959 | 11,986 | 33,055 | 33,998 |
Operating income (loss) | (309) | (1,353) | 821 | (3,103) |
Non-operating income (expense): | ||||
Other income, net | 30 | 43 | 2 | 150 |
Interest income, net | 11 | 67 | 108 | 148 |
Income (loss) from continuing operations before income taxes | (268) | (1,243) | 931 | (2,805) |
(Provision) benefit for income taxes | 7 | (9) | (55) | (35) |
Net income (loss) from continuing operations | (261) | (1,252) | 876 | (2,840) |
Income (loss) from discontinued operations before gain on sale, net of tax | 18 | (816) | (1,646) | (2,987) |
Gain on sale of discontinued operations, net of tax | 31 | 0 | 11,319 | 0 |
Net income (loss) from discontinued operations, net of tax | 49 | (816) | 9,673 | (2,987) |
Net income (loss) | $ (212) | $ (2,068) | $ 10,549 | $ (5,827) |
Income (loss) per share - basic: | ||||
Income (loss) per share from continuing operations (in dollars per share) | $ (0.01) | $ (0.03) | $ 0.02 | $ (0.07) |
Income (loss) per share from discontinued operations (in dollars per share) | 0 | (0.02) | 0.24 | (0.08) |
Net income (loss) per share (in dollars per share) | (0.01) | (0.05) | 0.26 | (0.15) |
Income (loss) per share - diluted: | ||||
Income (loss) per share from continuing operations (in dollars per share) | (0.01) | (0.03) | 0.02 | (0.07) |
Income (loss) per share from discontinued operations (in dollars per share) | 0 | (0.02) | 0.23 | (0.08) |
Net income (loss) per share (in dollars per share) | $ (0.01) | $ (0.05) | $ 0.25 | $ (0.15) |
Shares used in basic per share calculations (in shares) | 41,212,000 | 40,593,000 | 40,978,000 | 38,466,000 |
Shares used in diluted per share calculations (in shares) | 41,212,000 | 40,593,000 | 41,543,000 | 38,466,000 |
Product revenues | ||||
Total revenues | $ 16,380 | $ 12,960 | $ 47,039 | $ 41,272 |
Cost of revenues | 8,413 | 6,580 | 25,826 | 22,626 |
Service revenues | ||||
Total revenues | 11,790 | 13,777 | 38,387 | 37,218 |
Cost of revenues | $ 8,107 | $ 9,524 | $ 25,724 | $ 24,969 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net income (loss) | $ 10,549 | $ (5,827) |
Less: Net income (loss) from discontinued operations | 9,673 | (2,987) |
Net income (loss) from continuing operations | 876 | (2,840) |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by (used in) operating activities: | ||
Right-of-use asset non-cash expense | 1,031 | 1,594 |
Deferred income taxes | 11 | (14) |
Depreciation of property and equipment | 551 | 576 |
Stock-based compensation | 2,071 | 1,779 |
Amortization of intangible assets | 1,236 | 872 |
Other | 71 | 0 |
Changes in operating assets and liabilities, net of effects of discontinued operation and acquisition: | ||
Trade accounts receivable | (2,169) | 155 |
Unbilled accounts receivable and deferred revenue | 2,321 | 645 |
Inventories | (671) | (807) |
Prepaid expenses and other assets | (1,123) | (1,345) |
Trade accounts payable and accrued expenses | 163 | 978 |
Operating lease liabilities | (1,048) | (1,159) |
Net cash provided by operating activities - continuing operations | 3,320 | 434 |
Net cash used in operating activities - discontinued operations | (1,592) | (2,795) |
Net cash provided by (used in) operating activities | 1,728 | (2,361) |
Cash flows from investing activities | ||
Purchases of property and equipment | (395) | (335) |
Purchase of short-term investments | (23,655) | (26,864) |
Maturities of investments | 27,000 | 11,675 |
Capitalized software development costs | (592) | (548) |
Cash paid in business acquisition, net of cash acquired | (15,000) | (5,581) |
Net cash used in investing activities - continuing operations | (12,642) | (21,653) |
Net cash provided by (used in) investing activities - discontinued operations | 9,690 | (30) |
Net cash used in investing activities | (2,952) | (21,683) |
Cash flows from financing activities | ||
Proceeds from stock option exercises | 1,334 | 90 |
Proceeds from ESPP purchases | 188 | 376 |
Tax withholding payments for net share settlements of restricted stock units | 0 | (16) |
Proceeds from issuance of common stock, net of costs | 0 | 26,751 |
Net cash provided by financing activities - continuing operations | 1,522 | 27,201 |
Net cash provided by financing activities - discontinued operations | 0 | 0 |
Net cash provided by financing activities | 1,522 | 27,201 |
Increase in cash, cash equivalents and restricted cash | 298 | 3,157 |
Cash, cash equivalents and restricted cash at beginning of period | 14,363 | 7,071 |
Cash, cash equivalents and restricted cash at end of period | 14,661 | 10,228 |
Supplemental cash flow information: | ||
Income taxes | 102 | 62 |
Supplemental schedule of non-cash investing and financing activities: | ||
Lease liabilities arising from obtaining right-of-use assets | 533 | 157 |
Deferred purchase price receivable | 1,500 | 0 |
Issuance of common stock in connection with acquisition | 0 | 4,535 |
Deferred consideration related to TrafficCast acquisition | 2,050 | 0 |
Working capital adjustment related to TrafficCast acquisition | $ 625 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance at Mar. 31, 2019 | $ 34,055 | $ 3,338 | $ 142,260 | $ (111,543) |
Balance (in shares) at Mar. 31, 2019 | 33,377,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | 14 | $ 1 | 13 | |
Stock option exercises (in shares) | 10,000 | |||
Issuance of shares pursuant to Employee Stock Purchase Plan | 172 | $ 5 | 167 | |
Issuance of shares pursuant to Employee Stock Purchase Plan (in Shares) | 48,000 | |||
Stock-based compensation | 602 | 602 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 2,000 | |||
Issuance of common stock in connection with public offering | 26,751 | $ 618 | 26,133 | |
Issuance of common stock in connection with public offering (in shares) | 6,183,000 | |||
Net income (loss) | (1,572) | (1,572) | ||
Balance at Jun. 30, 2019 | 60,022 | $ 3,962 | 169,175 | (113,115) |
Balance (in shares) at Jun. 30, 2019 | 39,620,000 | |||
Balance at Mar. 31, 2019 | 34,055 | $ 3,338 | 142,260 | (111,543) |
Balance (in shares) at Mar. 31, 2019 | 33,377,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | (5,827) | |||
Balance at Dec. 31, 2019 | 62,013 | $ 4,062 | 175,321 | (117,370) |
Balance (in shares) at Dec. 31, 2019 | 40,624,000 | |||
Balance at Jun. 30, 2019 | 60,022 | $ 3,962 | 169,175 | (113,115) |
Balance (in shares) at Jun. 30, 2019 | 39,620,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | 67 | $ 2 | 65 | |
Stock option exercises (in shares) | 23,000 | |||
Stock-based compensation | 793 | 793 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes | 0 | $ 6 | (6) | |
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 59,000 | |||
Issuance of common stock in connection with acquisition | 4,535 | $ 87 | 4,448 | |
Issuance of common stock in connection with acquisition (in shares) | 869,000 | |||
Net income (loss) | (2,187) | (2,187) | ||
Balance at Sep. 30, 2019 | 63,230 | $ 4,057 | 174,475 | (115,302) |
Balance (in shares) at Sep. 30, 2019 | 40,571,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | 9 | $ 1 | 8 | |
Stock option exercises (in shares) | 5,000 | |||
Issuance of shares pursuant to Employee Stock Purchase Plan | 204 | $ 4 | 200 | |
Issuance of shares pursuant to Employee Stock Purchase Plan (in Shares) | 43,000 | |||
Stock-based compensation | 654 | 654 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes | (16) | $ 0 | (16) | |
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 5,000 | |||
Net income (loss) | (2,068) | (2,068) | ||
Balance at Dec. 31, 2019 | 62,013 | $ 4,062 | 175,321 | (117,370) |
Balance (in shares) at Dec. 31, 2019 | 40,624,000 | |||
Balance at Mar. 31, 2020 | $ 63,127 | $ 4,071 | 176,209 | (117,153) |
Balance (in shares) at Mar. 31, 2020 | 40,713,000 | 40,713,000 | ||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | $ 74 | $ 3 | 71 | |
Stock option exercises (in shares) | 27,000 | |||
Stock-based compensation | 607 | 607 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes | $ 1 | (1) | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 12,000 | |||
Net income (loss) | 10,348 | 10,348 | ||
Balance at Jun. 30, 2020 | 74,156 | $ 4,075 | 176,886 | (106,805) |
Balance (in shares) at Jun. 30, 2020 | 40,752,000 | |||
Balance at Mar. 31, 2020 | $ 63,127 | $ 4,071 | 176,209 | (117,153) |
Balance (in shares) at Mar. 31, 2020 | 40,713,000 | 40,713,000 | ||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | $ 10,549 | |||
Balance at Dec. 31, 2020 | $ 77,212 | $ 4,134 | 179,682 | (106,604) |
Balance (in shares) at Dec. 31, 2020 | 41,347,000 | 41,347,000 | ||
Balance at Jun. 30, 2020 | $ 74,156 | $ 4,075 | 176,886 | (106,805) |
Balance (in shares) at Jun. 30, 2020 | 40,752,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | 622 | $ 24 | 598 | |
Stock option exercises (in shares) | 239,000 | |||
Issuance of shares pursuant to Employee Stock Purchase Plan | 188 | $ 4 | 184 | |
Issuance of shares pursuant to Employee Stock Purchase Plan (in Shares) | 42,000 | |||
Stock-based compensation | 667 | 667 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes | 0 | $ 8 | (8) | |
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 77,000 | |||
Net income (loss) | 413 | 413 | ||
Balance at Sep. 30, 2020 | 76,046 | $ 4,111 | 178,327 | (106,392) |
Balance (in shares) at Sep. 30, 2020 | 41,110,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | 638 | $ 19 | 619 | |
Stock option exercises (in shares) | 196,000 | |||
Stock-based compensation | 740 | 740 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes | 0 | $ 4 | (4) | |
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 41,000 | |||
Net income (loss) | (212) | (212) | ||
Balance at Dec. 31, 2020 | $ 77,212 | $ 4,134 | $ 179,682 | $ (106,604) |
Balance (in shares) at Dec. 31, 2020 | 41,347,000 | 41,347,000 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business Iteris, Inc. (referred to collectively with its wholly-owned subsidiaries, ClearAg, Inc., and Albeck Gerken, Inc. ("AGI"), in this report as "Iteris," the "Company," "we," "our," and "us") is a provider of smart mobility infrastructure management solutions. Our solutions enable municipalities, transportation agencies, and other transportation infrastructure providers to monitor, visualize, and optimize mobility infrastructure to help ensure roads are safe, travel is efficient, and communities thrive. As a pioneer in intelligent transportation systems ("ITS") technology, our intellectual property, products and software-as-a-service ("SaaS") offerings represent a comprehensive range of ITS solutions that we distribute to customers throughout the U.S. and internationally. We believe our products, solutions and services increase safety and decrease congestion within our communities, while also minimizing environmental impact. 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 and we are always exploring strategic alternatives intended to optimize the value of our Company. Iteris was incorporated in Delaware in 1987 and has operated in its current form since 2004. Recent Developments COVID-19 Update The COVID-19 pandemic (the “Pandemic”) has materially adversely impacted global economic conditions. More than nine months into the Pandemic, COVID-19 continues to have an unpredictable and unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis with travel restrictions, quarantines and "stay-at-home" orders. The uncertainties caused by the Pandemic include, but are not limited to, supply chain disruptions, workplace dislocations, economic contraction, and downward pressure on some customer budgets and customer sentiment in general. While there has been no material impact to our business during the first three quarters of the fiscal year ending March 31, 2021 (“Fiscal 2021”), we did experience some work delays due to the Pandemic. Should such conditions become protracted or worsen or should longer term budgets or priorities of our clients be impacted, the Pandemic could negatively affect our business, results of operations and financial condition. The extent of the impact of the Pandemic on our business and financial results and volatility of our stock price will depend largely on future developments, including the duration of the spread of the outbreak, the impact on capital and financial markets and the related impact on the budgets and financial circumstances of our customers, all of which are highly uncertain and cannot be reasonably estimated as of this report. Given the uncertainties surrounding the impacts of the Pandemic on the Company's future financial condition and results of operations, the Company has taken certain actions to preserve its liquidity, manage cash flow and strengthen its financial flexibility. Such actions include, but are not limited to, reducing discretionary spending, reducing capital expenditures, implementing restructuring activities, and reducing payroll costs, including employee furloughs, pay freezes and pay cuts. Refer to Note 4, Restructuring Activities, for more information. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law in the United States. The CARES Act provides relief to U.S. corporations through financial assistance programs and modifications to certain income tax provisions. The Company is applying certain beneficial provisions of the CARES Act, including the payroll tax deferral and the alternative minimum tax acceleration. Refer to Note 6, Income Taxes, for more information. The Company assessed the impacts of the Pandemic on the estimates and assumptions used in preparing these unaudited condensed consolidated financial statements. The estimates and assumptions used in these assessments were based on management’s judgment and may be subject to change as new events occur and additional information is obtained. In particular, there is significant uncertainty about the duration and extent of the impact of the Pandemic and its resulting impact on global economic conditions. If economic conditions caused by the Pandemic do not recover as currently estimated by management, the Company’s financial condition, cash flows and results of operations may be materially impacted. See below for areas that required more judgments and estimates as a result of the Pandemic. The Company will continue to assess the effect on its operations by monitoring the spread of the Pandemic and the actions implemented to combat the virus throughout the world and its assessment of the impact of the Pandemic may change. Inventory Valuation The Company values inventory at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is determined by estimated expected selling prices based on anticipated recovery rates for slow-moving and obsolete inventory and other factors, such as market conditions, expected channel of distribution and current consumer demand and preferences. Accounts Receivable Accounts receivable are recorded net of an allowance for doubtful accounts. The Company estimates the allowance for doubtful accounts based on an analysis of the aging of accounts receivable, assessment of collectability, including any known or anticipated bankruptcies, customer-specific circumstances and an evaluation of current economic conditions. Goodwill and Other Long-Lived Assets The Company reviews its goodwill and other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may be impaired. Impairment losses are measured and recorded for the excess of carrying value over its fair value, estimated based on expected future cash flows and other quantitative and qualitative factors. The Company performed a qualitative assessment of its goodwill to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and noted no indicators of impairment at December 31, 2020. The Company also reviewed its other long-lived assets and noted no indicators of impairment related to the Pandemic. Sale of Agriculture and Weather Analytics Segment On May 5, 2020, the Company completed the sale of substantially all of our assets used in connection with our Agriculture and Weather Analytics segment to DTN, LLC (“DTN”), an operating company of TBG AG, a Swiss-based holding company, pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) signed on May 2, 2020, in exchange for a total purchase consideration of $12.0 million in cash, subject to working capital adjustments. Upon closing on May 5, 2020, the Company received $10.5 million in cash and $1.45 million and $50,000 will be paid by DTN at the 12-month and 18-month anniversaries of the closing date, respectively, subject to satisfactions of the conditions set forth in the Purchase Agreement relating to the transition of certain customers to DTN and the collection of certain receivables by DTN. See Note 3, Discontinued Operations, for further details on the sale of the Agriculture and Weather Analytics segment. Restructuring Activities On April 30, 2020, in connection with the sale of the Agriculture and Weather Analytics segment, the Board of Directors of Iteris, Inc. approved restructuring activities to better position the Company for increased profitability and growth. Restructuring charges of approximately $1.5 million were incurred for separation costs for certain employees who did not transition to DTN, additional positions that were eliminated to right-size the cost structure of the Company, and the impairment of certain lease-related assets. See Note 4, Restructuring Activities, for further details on the restructuring activities. Acquisition of the Assets of TrafficCast International, Inc. On December 6, 2020, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with TrafficCast International, Inc. (“TrafficCast”), a privately held company headquartered in Madison, Wisconsin that provides travel information technology, applications and content to customers throughout North America in the media, mobile technology, automotive and public sectors. Under the Purchase Agreement, the Company agreed to purchase from TrafficCast substantially all of its assets, composed of its travel information technology, applications and content (the “Business”). The transaction closed on December 7, 2020. Under the Purchase Agreement, Iteris purchased from TrafficCast substantially all of the assets used in the conduct of the Business and assumed certain specified liabilities of the Business in exchange for a total purchase price of up to $17,000,000, with $15,000,000 paid in cash on the closing date, $1,000,000 held back as security for certain post-closing adjustments and post-closing indemnity obligations of TrafficCast, and a $1,000,000 earn out, that if earned, will be paid over two years based on the Business’ achievement of certain revenue targets. The Purchase Agreement also provides for customary post-closing adjustments to the purchase price tied to working capital balances of the Business at closing (see Note 11, Acquisitions). The parties also entered into certain ancillary agreements that will provide Iteris with ongoing access to mapping and monitoring services that the Business uses to support its real-time and predictive travel data and associated content. Basis of Presentation Our unaudited condensed consolidated financial statements include the accounts of Iteris, Inc. and its subsidiaries, and have been prepared in accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting, which permit certain footnotes or other financial information that are normally required by generally accepted accounting principles in the U.S. (“GAAP”) to be condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2020 (“Fiscal 2020”), filed with the SEC on June 9, 2020. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three- and nine- month periods ended December 31, 2020 are not necessarily indicative of the results to be expected for Fiscal 2021 or any other periods. During the first quarter of Fiscal 2021, the Company completed the sale of its Agriculture and Weather Analytics segment for total cash consideration of $12.0 million, subject to certain working capital adjustments and transaction costs. The Agriculture and Weather Analytics segment’s results of operations and related cash flows have been reclassified to net income (loss) from discontinued operations, respectively, for all periods presented. The assets and liabilities of the Agriculture and Weather Analytics segment have been reclassified to assets held for sale and liabilities held for sale, respectively, in the unaudited condensed consolidated balance sheet as of March 31, 2020. See Note 3, Discontinued Operations, for further information. 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 and other contingencies, costs to complete long-term contracts, indirect cost rates used in cost plus contracts, the valuation of inventories, the valuation of purchased intangible assets and goodwill, the valuation of investments, estimates of future cash flows used to assess the recoverability of long-lived assets and the impairment of goodwill, and fair value of our stock option awards used to calculate stock-based compensation. Revenue Recognition Product revenue related contracts with customers begin when we acknowledge a purchase order for a specific customer order of product to be delivered in the near term. These purchase orders are short-term in nature. Product revenue is recognized at a point in time upon shipment or upon customer receipt of the product, depending on shipping terms. The Company determined that this method best represents the transfer of goods as transfer of control typically occurs upon shipment or upon customer receipt of the product. Service revenues, primarily derived from the Transportation Systems segment, are primarily from long-term engineering and consulting service contracts with governmental agencies. These contracts generally include performance obligations in which control is transferred over time. We recognize revenue on fixed fee contracts, over time, using the proportion of actual costs incurred to the total costs expected to complete the contract performance obligation. The Company determined that this method best represents the transfer of services as the proportion closely depicts the efforts or inputs completed towards the satisfaction of a fixed fee contract performance obligation. Time & Materials (“T&M”) and Cost Plus Fixed Fee (“CPFF”) contracts are considered to involve variable consideration. However, contractual performance obligations with these fee types qualify for the “Right to Invoice” practical expedient. Under this practical expedient, the Company is allowed to recognize revenue, over time, in the amount to which the Company has a right to invoice. In addition, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each reporting period. The Company determined that this method best represents the transfer of services as, upon billing, the Company has a right to consideration from a customer in an amount that directly corresponds with the value to the customer of the Company’s performance completed to date. Service revenues also consist of revenues derived from maintenance support and the use of the Company’s service platforms and APIs on a subscription basis. We generate this revenue from fees for maintenance and support, monthly active user fees, SaaS fees, and hosting and storage fees. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a time-based measure of progress to the total transaction price, which results in ratable recognition over the term of the contract. The Company determined that this method best represents the transfer of services as the customer obtains equal benefit from the service throughout the service period. The Company accounts for individual goods and services separately if they are distinct performance obligations, which often requires significant judgment based upon knowledge of the products and/or services, the solution provided and the structure of the sales contract. In SaaS agreements, we provide a service to the customer that combines the software functionality, maintenance and hosting into a single performance obligation. In product-related contracts, a purchase order may cover different products, each constituting a separate performance obligation. We generally estimate variable consideration at the most likely amount to which we expect to be entitled and in certain cases based on the expected value, which requires judgment. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We review and update these estimates on a quarterly basis. The Company’s typical performance obligations include the following: Performance Obligation When Performance When Payment is How Standalone Product Revenues Standard purchase orders for delivery of a tangible product Upon shipment (point in time) Within 30 days of delivery Observable transactions Engineering services where the deliverable is considered a product As work is performed (over time) Within 30 days of services being invoiced Estimated using a cost-plus margin approach Service Revenues Engineering and consulting services As work is performed (over time) Within 30 days of services being invoiced Estimated using a cost-plus margin approach SaaS Over the course of the SaaS service once the system is available for use (over time) At the beginning of the contract period Estimated using a cost-plus margin approach Disaggregation of Revenue The Company disaggregates revenue from contracts with customers into reportable segments and the nature of the products and services. See Note 12, Business Segment Information, for our revenue by reportable segments. Trade Accounts Receivable and Contract Balances We classify our right to consideration in exchange for goods and services as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). We present such receivables in trade accounts receivable, net, in our unaudited condensed consolidated balance sheets at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. If warranted, the allowance is increased by the Company’s provision for doubtful accounts, which is charged against income. All recoveries on receivables previously charged off are included in income, while direct charge-offs of receivables are deducted from the allowance. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets are presented as unbilled accounts receivable on the accompanying unaudited condensed consolidated balance sheets. For example, we would record a contract asset if we record revenue on a professional services engagement, but are not entitled to bill until we achieve specified milestones. Our contract assets and refund liabilities are reported in a net position on a contract basis at the end of each reporting period. Refund liabilities are consideration received in advance of the satisfaction of performance obligations. Contract Fulfillment Costs The Company evaluates whether or not we should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. As of December 31, 2020 and March 31, 2020, there was approximately $2,522,000 and $1,236,000, respectively, of contract fulfillment costs, which are presented in the accompanying unaudited condensed consolidated balance sheets as prepaid and other current assets. These costs primarily relate to the satisfaction of performance obligations related to the set up of SaaS platforms. These costs are amortized on a straight-line basis over the estimated useful life of the SaaS platform. Transaction Price Allocated to the Remaining Performance Obligations As of December 31, 2020 and March 31, 2020, the aggregate amount of transaction price allocated to remaining performance obligations was immaterial, primarily as a result of the termination provisions within our contracts, which make the duration of the accounting term of the contract one year or less. Deferred Revenue Deferred revenue in the accompanying unaudited condensed consolidated balance sheets is comprised of refund liabilities related to billings and consideration received in advance of the satisfaction of performance obligations. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Cash and cash equivalents consist primarily of demand deposits and money market funds maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with high quality financial institutions, and therefore are believed to have minimal credit risk. Our accounts receivable are primarily derived from billings with customers located throughout North America, as well as in Europe and South America. We generally do not require collateral or other security from our domestic customers. We maintain an allowance for doubtful accounts for potential credit losses, which losses have historically been within management’s expectations. We currently have, and historically have had, a diverse customer base. For the three- and nine- month periods ended December 31, 2020 and 2019, no individual customer represented greater than 10% of our total revenues. As of December 31, 2020 and March 31, 2020, no individual customer represented greater than 10% of our total accounts receivable. Fair Values of Financial Instruments The fair value of cash equivalents, receivables, accounts payable and accrued expenses approximate carrying value because of the short period of time to maturity. Our investments are measured at fair value on a recurring basis. The framework for measuring fair value and related disclosure requirements about fair value measurements are provided in Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“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 prescribed 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, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash and short-term investments with initial maturities of 90 days or less. As of December 31, 2020 and March 31, 2020, restricted cash was $263,000 and $146,000, respectively, related to cash restricted for shares purchased under the Employee Stock Purchase Plan ("ESPP") (see Note 9, Stock-Based Compensation, for further details on the ESPP). Cash, cash equivalents and restricted cash presented in the accompanying unaudited condensed consolidated statements of cash flows consist of the following (in thousands): December 31, March 31, Cash and cash equivalents $ 14,398 $ 14,217 Restricted cash 263 146 $ 14,661 $ 14,363 Investments The Company’s investments are classified as either held-to-maturity, available-for-sale or trading, in accordance with FASB ASC 320 – Investments – Debt and Equity Securities. 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. 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. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available (see Note 5, Fair Value Measurements). As of December 31, 2020 and March 31, 2020, all of our investments are available-for-sale. Under FASB ASC 320-10-35, a security is considered to be other-than-temporarily impaired if the present value of cash flows expected to be collected are less than the security’s amortized cost basis (the difference being defined as the “Credit Loss”) or if the fair value of the security is less than the security’s amortized cost basis and the investor intends, or will be required, to sell the security before 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. 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 Intangible Assets Intangible assets with determinable economic lives are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful life of each asset on a straight-line basis. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company's long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset and other economic factors, including competition and specific market conditions. 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 otherwise, we compare the fair value of our reporting unit to its carrying value, including goodwill. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. We monitor the indicators for goodwill impairment testing between annual tests. As of December 31, 2020, there were no indicators of goodwill impairment. 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. During the three months ended June 30, 2020, we recorded $313,000 in impairment charges related to right-of-use assets and leasehold improvements directly resulting from the restructuring activities. There were no additional impairment or restructuring charges during the nine months ended December 31, 2020. See Note 4, Restructuring Activities, for further details on the restructuring activities. Income Taxes We utilize the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more-likely-than-not that some or all of the deferred tax assets will not be realized, which increases our income tax expense in the period such determination is made. As such, as of December 31, 2020, we determined it was appropriate to record a full valuation allowance against our deferred tax assets. We will continuously reassess the appropriateness of maintaining a valuation allowance. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longe |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Inventories The following table presents details of our inventories: December 31, March 31, (In thousands) Materials and supplies $ 2,726 $ 1,380 Work in process 107 162 Finished goods 1,774 1,498 $ 4,607 $ 3,040 Property and Equipment. The following table presents details of our property and equipment, net: December 31, March 31, (In thousands) Equipment $ 6,760 $ 6,222 Leasehold improvements 3,046 2,911 Accumulated depreciation (7,906) (7,298) $ 1,900 $ 1,835 Depreciation expense was approximately $183,000 and $551,000 for the three- and nine- month periods ended December 31, 2020, respectively, and $197,000 and $576,000 for the three- and nine- month periods ended December 31, 2019, respectively. Approximately $50,000 and $168,000 of the depreciation expense was recorded to cost of revenues, and approximately $133,000 and $383,000 was recorded to operating expenses, respectively, in the unaudited condensed consolidated statements of operations for the three- and nine- month periods ended December 31, 2020. Approximately $62,000 and $191,000 of the depreciation expense was recorded to cost of revenues, and approximately $135,000 and $385,000 was recorded to operating expenses, respectively, in the unaudited condensed consolidated statements of operations for the three- and nine- month periods ended December 31, 2019. Intangible Assets There are no indefinite lived intangible assets on our unaudited condensed consolidated balance sheets. The following table presents details of our net intangible assets: December 31, 2020 March 31, 2020 Gross Accumulated Net Book Gross Accumulated Net Book (In thousands) Technology $ 4,986 $ (1,357) $ 3,629 $ 1,286 $ (1,286) $ — Customer contracts / relationships 9,550 (1,200) 8,350 3,750 (688) 3,062 Trade names and non-compete agreements 770 (665) 105 770 (613) 157 Capitalized software development costs 5,014 (2,176) 2,838 4,423 (1,576) 2,847 Total $ 20,320 $ (5,398) $ 14,922 $ 10,229 $ (4,163) $ 6,066 Amortization expense for intangible assets subject to amortization was approximately $512,000 and $1,236,000 for the three- and nine- month periods ended December 31, 2020, respectively, and $373,000 and $872,000 for the three- and nine- month periods ended December 31, 2019, respectively. Approximately $136,000 and $400,000 of the intangible asset amortization was recorded to cost of revenues and approximately $376,000 and $836,000, was recorded to amortization expense for the three- and nine- month periods ended December 31, 2020, respectively, in the unaudited condensed consolidated statements of operations. Approximately $143,000 and $345,000 of the intangible asset amortization was recorded to cost of revenues and approximately $230,000 and $527,000 was recorded to amortization expense for the three- and nine- month periods ended December 31, 2019, respectively, in the unaudited condensed consolidated statements of operations. As of December 31, 2020, future estimated amortization expense is as follows: Year Ending March 31, (In thousands) 2021 $ 796 2022 3,186 2023 2,961 2024 2,731 2025 2,294 Thereafter 2,954 $ 14,922 Warranty Reserve Activity Warranty reserve is recorded as accrued liabilities in the accompanying unaudited condensed consolidated balance sheets. The following table presents activity related to the warranty reserve: Nine Months Ended 2020 2019 (In thousands) Balance at beginning of fiscal year $ 416 $ 461 Additions charged to cost of sales 438 460 Warranty claims (284) (436) Balance at end of reporting period $ 570 $ 485 Earnings Per Share The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands, except per share amounts) (In thousands, except per share amounts) Numerator: Net income (loss) from continuing operations $ (261) $ (1,252) $ 876 $ (2,840) Net income (loss) from discontinued operations, net of tax 49 (816) 9,673 (2,987) Net income (loss) $ (212) $ (2,068) $ 10,549 $ (5,827) Denominator: Weighted average common shares used in basic computation 41,212 40,593 40,978 38,466 Dilutive stock options — — 565 — Weighted average common shares used in diluted computation 41,212 40,593 41,543 38,466 Basic: Net income (loss) per share from continuing operations: $ (0.01) $ (0.03) $ 0.02 $ (0.07) Net income (loss) per share from discontinued operations: $ 0.00 $ (0.02) $ 0.24 $ (0.08) Net income (loss) per basic share $ (0.01) $ (0.05) $ 0.26 $ (0.15) Diluted: Net income (loss) per share from continuing operations: $ (0.01) $ (0.03) $ 0.02 $ (0.07) Net income (loss) per share from discontinued operations: $ 0.00 $ (0.02) $ 0.23 $ (0.08) Net income (loss) per diluted share $ (0.01) $ (0.05) $ 0.25 $ (0.15) The following instruments were excluded for purposes of calculating weighted average common share equivalents in the computation of diluted net income (loss) per share as their effect would have been anti-dilutive: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands) (In thousands) Stock options 3,478 6,196 3,085 5,432 Restricted stock units 126 419 147 327 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On May 5, 2020, the Company completed the sale of substantially all of our assets used in connection with our Agriculture and Weather Analytics segment to DTN, LLC (“DTN”), an operating company of TBG AG, a Swiss-based holding company, pursuant to the Purchase Agreement signed on May 2, 2020, in exchange for a total purchase consideration of $12.0 million in cash, subject to working capital adjustments. Upon closing on May 5, 2020, the Company received $10.5 million. The deferred payments of the purchase price of $1.45 million and $50,000, which were included in prepaid expenses and other current assets, and other assets on the unaudited condensed consolidated balance sheets, respectively, will be paid by DTN at the 12-month and 18-month anniversaries of the closing date, subject to satisfaction of the conditions set forth in the Purchase Agreement relating to the transition of certain customers to DTN and the collection of certain receivables by DTN. The Purchase Agreement also provides for customary post-closing adjustments to the purchase price related to working capital at closing. The parties also entered into certain ancillary agreements at the closing of the transaction that will provide Iteris with ongoing access to weather and pavement data that it integrates into its transportation software products, and a joint development agreement under which the parties agreed to pursue future joint opportunities in the global transportation market. The sale of the Agriculture and Weather Analytics segment was a result of the Company’s shift in strategy to focus on its smart mobility infrastructure management solutions and to capitalize on the potential for a future partnership upon the sale of this business component to DTN. We have determined that the Agriculture and Weather Analytics segment, which constituted one of our operating segments, qualifies as a discontinued operation in accordance with the criteria set forth in ASC 205-20, Presentation of Financial Statements – Discontinued Operations. On May 5, 2020, the Company also entered into a transition services agreement (“TSA”) with DTN, pursuant to which the Company agreed to support the information technology and accounting functions of the Agriculture and Weather Analytics segment for a period up to 12 months and DTN agreed to provide the contract administration/account management services for certain contracts of the Company and other transition services. Either party may make any reasonable request to extend the period of time the other party shall provide a transition service beyond the initial service period or access to additional services that are necessary for the transition of the operations and business. The Company earned approximately $46,000 and $130,000 in income and incurred approximately $20,000 and $47,000 in costs associated with the TSA for the three- and nine- month periods ended December 31, 2020, respectively, which were included in income (loss) from discontinued operations on the unaudited condensed consolidated statement of operations. The related assets and liabilities of the Agriculture and Weather Analytics segment were reclassified to assets held for sale and liabilities held for sale, respectively, as of March 31, 2020 on the unaudited condensed consolidated balance sheets. The following table is a summary of major classes of assets and liabilities held for sale: March 31, (In thousands) Assets Trade accounts receivable, net of allowance for doubtful accounts $ 863 Unbilled accounts receivable 504 Prepaid expenses and other current assets 109 Total assets held for sale, current portion 1,476 Property and equipment, net 107 Right-of-use assets 446 Other classes of assets that are not major 73 Total assets held for sale, noncurrent 626 Total assets held for sale $ 2,102 Liabilities Trade accounts payable $ 254 Accrued liabilities 91 Accrued payroll and related expenses 933 Deferred revenue 1,550 Total liabilities held for sale, current position 2,828 Lease liabilities 357 Total liabilities held for sale $ 3,185 The results of operations for the Agriculture and Weather Analytics segment were included in net income (loss) from discontinued operations on the Company's unaudited condensed consolidated statements of operations. The following table provides information regarding the results of discontinued operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Service revenue $ — $ 1,997 $ 695 $ 4,732 Cost of service revenues — 691 349 1,898 Gross profit — 1,306 346 2,834 Operating expenses: Selling, general and administration 6 907 752 2,679 Research and development — 1,215 407 3,142 Restructuring charges — — 837 — Total operating expenses 6 2,122 1,996 5,821 Operating loss from discontinued operations (6) (816) (1,650) (2,987) Other income, net 24 — 51 — Income (loss) from discontinued operation before income tax 18 (816) (1,599) (2,987) Income tax (benefit) expense 47 — (47) — Net income (loss) from discontinued operations 65 (816) (1,646) (2,987) Gain on disposal of discontinued operations before income tax — — 11,315 — Income tax expense (benefit) on gain on disposal (16) — 4 — Gain on disposal of discontinued operations after income tax (16) — 11,319 — Net income (loss) from discontinued operations $ 49 $ (816) $ 9,673 $ (2,987) The following table provides information on the gain recorded on the sale of the Agriculture and Weather Analytics segment for the three- and nine- month periods ended December 31, 2020. These amounts reflect the closing balance sheet of the Agriculture and Weather Analytics segment upon the closing of the sale on May 5, 2020 (in thousands). Initial proceeds from sale, net of transaction costs $ 9,440 Closing working capital adjustment 250 Deferred payments of purchase price 1,500 Total consideration, net of transaction costs 11,190 Trade accounts receivable, net of allowance for doubtful accounts 1,060 Unbilled accounts receivable 488 Other classes of assets that are not major 194 Total Agriculture and Weather Analytics segment assets 1,742 Trade accounts payable 349 Deferred revenue 1,518 Total Agriculture and Weather Analytics segment liabilities 1,867 Gain on sale of Agriculture and Weather Analytics segment $ 11,315 The initial proceeds were net of transaction costs of approximately $1.1 million. |
Restructuring Activities
Restructuring Activities | 9 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities On April 30, 2020, in connection with the sale of the Agriculture and Weather Analytics segment, the Board of Directors of Iteris, Inc. approved restructuring activities to better position the Company for increased profitability and growth, and the Company incurred total restructuring charges of approximately $1.5 million, primarily resulting from a separation for certain employees who did not transition to DTN, additional positions that were eliminated to right-size the cost structure of the Company and lease impairment related to our Grand Forks, North Dakota facility. There were no restructuring and severance costs for the three months ended December 31, 2020. The following table presents the restructuring and severance costs for our reportable segments, as well as corporate expenses, for the nine months ended December 31, 2020. (in thousands): Roadway Transportation Agriculture and Corporate Total Severance and benefits $ 110 $ 43 $ 524 $ 428 $ 1,105 Lease impairment and other costs — — 313 38 351 Total restructuring and severance costs $ 110 $ 43 $ 837 $ 466 $ 1,456 During the nine months ended December 31, 2020, approximately $619,000 of the restructuring costs were recorded to restructuring charges in the unaudited condensed consolidated statements of operations, and approximately $837,000 of the restructuring costs were recorded to loss from discontinued operations in the unaudited condensed consolidated statements of operations. As of December 31, 2020, we have accrued approximately $168,000 for severance and benefits related to the restructuring activities in accrued payroll and related expenses on the unaudited condensed consolidated balance sheet. Our restructuring activities during the three- and nine- month periods ended December 31, 2020 were as follows (in thousands): Balance at March 31, 2020 $ — Charged to expenses 1,105 Cash payments (661) Balance at June 30, 2020 $ 444 Cash payments (197) Balance at September 30, 2020 $ 247 Cash payments (79) Balance at December 31, 2020 $ 168 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We measure fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are based on a three tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets and liabilities; Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities or prices quoted in inactive markets; and Level 3, defined as unobservable inputs that are significant to the fair value of the asset or liability, and for which little or no market data exists, therefore requiring management to utilize its own assumptions to provide its best estimate of what market participants would use in valuing the asset or liability. We did not have any material financial assets or liabilities measured at fair value on a recurring basis using Level 3 inputs as of December 31, 2020 or March 31, 2020. Our non-financial assets, such as goodwill, intangible assets and property and equipment, are measured at fair value on a nonrecurring basis, generally when there is a transaction involving those assets such as a purchase transaction, a business combination or an adjustment for impairment. No non-financial assets were measured at fair value at December 31, 2020 and March 31, 2020. 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 December 31, 2020 (In thousands) Amortized Gross Gross Estimated Fair Level 1: Money market funds $ 7,218 $ — $ — $ 7,218 Subtotal 7,218 — — 7,218 Level 2: Commercial paper 1,200 — — 1,200 Corporate notes and bonds 1,241 — — 1,241 US Treasuries 5,699 — — 5,699 Subtotal 8,140 — — 8,140 Total $ 15,358 $ — $ — $ 15,358 As of March 31, 2020 (In thousands) Amortized Gross Gross Estimated Fair Level 1: Money market funds $ 10,576 $ (1) $ — $ 10,575 Subtotal 10,576 (1) — 10,575 Level 2: Commercial paper 1,495 (1) — 1,494 Corporate notes and bonds 6,044 (22) — 6,022 US Treasuries 3,013 — 20 3,033 US Government agencies 1,007 — — 1,007 Subtotal 11,559 (23) 20 11,556 Total $ 22,135 $ (24) $ 20 $ 22,131 Unrealized losses related to investments are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell, and it is not more likely than not that, we would be required to sell, any of our investments before recovery of their cost basis. As a result, there is no other-than-temporary impairment for these investments as of December 31, 2020. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate used for interim periods is the estimated annual effective tax rate, based on current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur. Income tax (benefit) expense for the three- and nine- month periods ended December 31, 2020 was approximately $(7,000) and $55,000, or (4.5)% and 5.3%, respectively, of pre-tax income as compared with an expense of approximately $9,000 and $35,000, or 0.4% and 0.6% of pre-tax loss for the three- and nine- month periods ended December 31, 2019, respectively. In assessing the realizability of our deferred tax assets, we review all available positive and negative evidence, including reversal of deferred tax liabilities, potential carrybacks, projected future taxable income, tax planning strategies and recent financial performance. As we have experienced a cumulative pre-tax loss over the trailing three years, we continue to maintain a valuation allowance against our deferred tax assets. We intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation and Other Contingencies As a provider of traffic engineering services, hardware products, software and other various solutions for the traffic industry, the Company is, and may in the future from time to time, be involved in litigation relating to claims arising out of its operations in the normal course of business. While the Company cannot accurately predict the outcome of any such litigation, the Company is not a party to any legal proceeding, the outcome of which, in management’s opinion, individually or in the aggregate, would have a material effect on the Company’s unaudited condensed consolidated results of operations, financial position or cash flows. |
Right-of-Use Assets and Lease L
Right-of-Use Assets and Lease Liabilities | 9 Months Ended |
Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | |
Right-of-Use Assets and Lease Liabilities | Right-of-Use Assets and Lease Liabilities We have various operating leases for our offices, office equipment and vehicles in the United States. These leases expire at various times through 2029. Certain lease agreements contain renewal options from 1 to 5 years, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate. As a result of the restructuring activities and the sale of Agriculture and Weather Analytics segment, the Company vacated the Grand Forks lease facility and has subleased the space to DTN, which expires on May 4, 2021. The Company recorded an impairment of $294,000 during the quarter ended June 30, 2020, representing the total expected shortfall in sublease income and estimated lease buyout as compared to its required payments for the lease under the remainder of the original lease term. Sublease income will be recognized on a straight-line basis over the term of the sublease. The table below presents lease-related assets and liabilities recorded on the unaudited condensed consolidated balance sheet as follows: Classification December 31, 2020 (In thousands) Assets Operating lease right-of-use-assets - continuing operations Right-of-use assets $ 11,760 Operating lease right-of-use-assets - discontinued operation Asset held for sales - noncurrent 96 Total operating lease right-of-use-assets $ 11,856 Liabilities Operating lease liabilities (short-term) - continuing operations Accrued liabilities $ 2,107 Operating lease liabilities (short-term) - discontinued operation Liabilities held for sales - current 98 $ 2,205 Operating lease liabilities (long-term) - continuing operations Lease liabilities 10,507 Operating lease liabilities (long-term) - discontinued operation Liabilities held for sales - noncurrent 310 10,817 Total lease liabilities $ 13,022 Lease Costs We recorded approximately $688,000 and $2.0 million of lease costs in on our unaudited condensed consolidated statements of operations for the three- and nine- month periods ended December 31, 2020 as compared to approximately $654,000 and $1.9 million for the three- and nine- month periods ended December 31, 2019, respectively. The Company currently has no variable lease costs. The Company recorded $27,000 and $74,000 of sublease income for the three- and nine- month periods ended December 31, 2020, respectively, which was included in loss from discontinued operations on the unaudited condensed consolidated statement of operations. Supplemental Information The table below presents supplemental information related to operating leases during the nine months ended December 31, 2020 (in thousands, except weighted average information): Cash paid for amounts included in the measurement of operating lease liabilities $ 2,079 Right-of-use assets obtained in exchange for new operating lease liabilities $ 533 Weighted average remaining lease term (in years) 6.2 Weighted average discount rate 5.0 % Maturities of Lease Liabilities Maturities of lease liabilities as of December 31, 2020 were as follows: Fiscal Year Ending March 31, Operating Leases Sublease Income Net Operating Lease (In thousands) 2021 $ 745 $ 28 $ 717 2022 2,700 9 2,691 2023 2,457 2,457 2024 2,290 2,290 2025 2,072 2,072 Thereafter 4,896 4,896 Total lease payments 15,160 $ 37 $ 15,123 Less imputed interest (2,138) Present value of future lease payments 13,022 Less current obligations under leases (2,205) Long-term lease obligations $ 10,817 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationWe currently maintain two stock incentive plans, the 2007 Omnibus Incentive Plan and the 2016 Omnibus Incentive Plan (the “2016 Plan”). Of these plans, we may only grant future awards from the 2016 Plan. The 2016 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, time-restricted stock units (“RSUs"), performance-based restricted stock units ("PSUs”), cash incentive awards and other stock-based awards. At December 31, 2020, there were approximately 842,000 shares of common stock available for grant or issuance under the 2016 Plan. Total stock options vested and expected to vest were approximately 5.8 million as of December 31, 2020. Stock Options A summary of activity with respect to our stock options for the nine months ended December 31, 2020 is as follows: Options Weighted (In thousands) Options outstanding at March 31, 2020 5,934 $ 3.99 Granted 736 4.80 Exercised (462) 2.80 Forfeited (381) 4.85 Options outstanding at December 31, 2020 5,827 4.11 Restricted Stock Units A summary of activity with respect to our RSUs, which entitle the holder to receive one share of our common stock for each RSU upon vesting, for the nine months ended December 31, 2020 is as follows: # of Shares Weighted (In thousands) RSUs outstanding at March 31, 2020 404 $ 5.16 Granted 147 4.56 Vested (123) 5.18 Forfeited (6) 5.52 RSUs outstanding at December 31, 2020 422 4.94 Performance Stock Units On June 30, 2020, the Company granted a total "target" number of 61,000 PSUs to our executive officers. Between 0% and 160% of the PSUs will be eligible to vest based on average annual performance during the three-year performance period relative to the revenues per share and cash flow from operations objectives to be established by the Compensation Committee at the beginning of each year. In addition, the final PSU vesting based on the revenues per share and cash flow from operations performance will be subject to a modifier between .75x-1.25x based on the Company's total shareholder return relative to the Russell 2000 during the performance period, for a maximum achievement percentage of 200% of the "target" number of PSUs. The PSUs are amortized over a derived service period of 3 years. The value and the derived service period of the PSUs were estimated using the Monte-Carlo simulation model. The following table summarizes the details of the performance stock units: # of Shares Weighted Average Price Per Share (In thousands) PSUs outstanding at March 31, 2020 — $ — Granted 61 5.47 PSUs outstanding at December 31, 2020 61 5.47 Stock-Based Compensation Expense The following table presents stock-based compensation expense that is included in each line item on our unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands) (In thousands) Cost of revenues $ 55 $ 29 $ 148 $ 96 Selling, general and administrative expense 656 512 1,803 1,627 Research and development expense 29 20 78 56 Restructuring costs — — 42 — Income (loss) from discontinued operations before gain on sale, net of tax — 93 (57) 270 Total stock-based compensation $ 740 $ 654 $ 2,014 $ 2,049 As of December 31, 2020, there was approximately $4.9 million, $1.4 million and $37,000 of unrecognized compensation expense related to unvested stock options, RSUs and PSUs, respectively. This expense is currently expected to be recognized over a weighted average period of approximately 2.9 years for stock options, 2.1 years for RSUs and 0.2 years for PSUs. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that we grant additional stock options, RSUs or other stock-based awards. Other Stock-Based Compensation Plans We currently maintain an Employee Stock Purchase Plan (“ESPP”) which allows employees to have a percentage of their base compensation withheld to purchase the Company’s common stock at 95% of the lower of the fair market at the beginning of the offering period and on the last trading day of the offering period. There are two offering periods during a calendar year, which consist of the six months beginning each January 1 and July 1. Employees may contribute 1-15% of their eligible gross pay up to a $25,000 annual stock value limit. During the three months ended December 31, 2020 and 2019, 0 and 42,944 shares were purchased, respectively. During the nine months ended December 31, 2020 and 2019, 41,679 and 91,383 shares were purchased, respectively. The ESPP is considered a non-compensatory plan and accordingly, no compensation expense is recorded in connection with this benefit. Deferred Compensation Plan Effective October 1, 2020, the Company adopted the Iteris, Inc. Deferred Compensation Plan (the "DC Plan"). The DC Plan consists of two plans, one that is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the Company within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and one for the benefit of non-employee members of our board of directors. Key employees, including our executive officers, and our non-employee directors who are notified regarding their eligibility to participate and delivered the DC Plan enrollment materials are eligible to participate in the DC Plan. Under the DC Plan, we will provide participants with the opportunity to make annual elections to defer a percentage of their eligible cash compensation and equity awards. A participant is always 100% vested in his or her own elective cash deferrals and any earnings thereon. Elective deferrals of equity awards are credited to a bookkeeping account established in the name of the participant with respect to an equivalent number of shares of our common stock, and such credited shares are subject to the same vesting conditions as are applicable to the equity award subject to the election. The Company will establish a rabbi trust to finance our obligations under the DC Plan with corporate-owned life insurance policies on participants. Employment Inducement Incentive Award Plan On December 4, 2020, the Board of Directors (the “Board”) of the Company approved the Iteris, Inc. 2020 Employment Inducement Incentive Award Plan (the “Inducement Plan”). The terms of the Inducement Plan are substantially similar to the terms of the Company’s 2016 Omnibus Incentive Plan with the exception that incentive stock options may not be granted under the Inducement Plan. The Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Board has initially reserved 300,000 shares of the Company’s common stock for issuance pursuant to awards granted under the Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to an employee who has not previously been an employee or member of the board of directors of the Company or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, and only if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. There were no awards granted under the Inducement Plan during the three months ended December 31, 2020. |
Stock Repurchase Program
Stock Repurchase Program | 9 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stock Repurchase Program | Stock Repurchase ProgramOn August 9, 2012, our Board of Directors approved a new stock repurchase program pursuant to which we may acquire up to $3.0 million of our outstanding common stock for an unspecified length of time. Under the program, we may repurchase shares from time to time in the open market and privately negotiated transactions and block trades, and may also repurchase shares pursuant to a 10b5-1 trading plan during our closed trading windows, to the extent such a 10b5-1 plan is in place. There is no guarantee as to the exact number of shares that will be repurchased. We may modify or terminate the repurchase program at any time without prior notice. On November 6, 2014, our Board of Directors approved a $3.0 million increase to the Company’s existing stock repurchase program, pursuant to which the Company may continue to acquire shares of its outstanding common stock from time to time for an unspecified length of time. For the three- and nine- month periods ended December 31, 2020 and 2019, we did not repurchase any shares. From inception of the 2012 stock repurchase program through December 31, 2020, we repurchased approximately 2,458,000 shares of our common stock for an aggregate price of approximately $4.3 million, at an average price per share of $1.73. As of December 31, 2020, all repurchased shares have been retired and resumed their status as authorized and unissued shares of our common stock. As of December 31, 2020, approximately $1.7 million remains available for the repurchase of our common stock under our current program. |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions AGI Acquisition On July 2, 2019, the Company completed the acquisition of AGI, a privately-held professional transportation engineering services firm headquartered in Tampa, Florida, with offices in Orlando (FL), Virginia Beach (VA) and Chadds Ford (PA). AGI assists municipalities in maximizing the effectiveness of their existing transportation networks through a collection of traffic management services to cost effectively improve the performance of roadway systems and address increased traffic demands, traffic congestion and delay. With a foundation of arterial timing plan development, AGI has expanded its services into active arterial monitoring and management with multiple public sector clients. AGI expanded the Company’s geographic footprint for smart mobility infrastructure management services in Florida, as well as in the Midwest and Mid-Atlantic region. AGI’s typical contracts are for traffic operations professional engineering services focused on transportation systems management and operations. Pursuant to a Stock Purchase Agreement dated June 10, 2019 among the Company, AGI and the stockholders of AGI (the “Selling Shareholders”), the Company acquired all of the outstanding capital stock of AGI from the Selling Shareholders for an aggregate purchase price of $10.8 million, after working capital adjustments, payable in cash and stock, of which 114,943 shares are being held in escrow for 18 months to secure performance of indemnification and other post-closing obligations of the Selling Shareholders. The acquisition of AGI has been accounted for as a business combination. The fair value of the net assets acquired, and the excess of the consideration transferred over the aggregate of such fair values was recorded as goodwill. The following tables summarize the purchase price allocation (in thousands) as of July 2, 2019: Cash $ 664 Trade accounts receivable 905 Unbilled accounts receivable 347 Right-of-use assets 863 Property and equipment 357 Intangible assets 3,710 Goodwill 5,440 Other assets 161 Total assets acquired 12,447 Accounts payable (378) Accrued payroll and related expenses (426) Lease liabilities (863) Total liabilities assumed (1,667) Total purchase price $ 10,780 The fair values of the remaining AGI assets and liabilities noted above approximate their carrying values at July 2, 2019. There was no difference between the fair value of trade accounts receivables and the gross contractual value of those receivables. There are no contractual cash flows related to these receivables that are not expected to be collected. The Company believes the goodwill related to the acquisition was a result of the ability of the Company to leverage its technology in the broader market, as well as offering cross-selling market exposure opportunities. Goodwill from the acquisition of AGI is included within the Company’s Transportation Systems reporting unit and will be included in the annual review for impairment. The goodwill is fully deductible for tax purposes. The significant intangible assets identified in the purchase price allocation include customer relationships and non-compete agreements, which are amortized over their respective useful lives on a straight line basis which approximates the underlying cash flows. To value the customer relationships, the Company utilized the income approach, specifically a discounted cash-flow method known as the excess earnings method. The Company utilized the with and without method to derive the fair value of the non-compete agreement. The fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. We believe the assumptions are representative of those a market participant would use in estimating fair value. The following table presents the fair values and useful lives of the identifiable intangible assets acquired: Amount Weighted Average (in thousands) (in years) Customer relationships $ 3,500 6 Non-compete agreement 210 3 Total intangible assets assumed $ 3,710 TrafficCast Acquisition On December 7, 2020, the Company completed the acquisition of the assets of TrafficCast, a privately held company headquartered in Madison, Wisconsin that provides travel information technology, applications and content to media, mobile technology, automotive and public sector customers throughout North America. Under the Purchase Agreement, Iteris purchased from TrafficCast substantially all of the assets used in the conduct of the Business and assumed certain specified liabilities of the Business. The aggregate acquisition-date fair value of the consideration transferred totaled approximately $17.7 million, which consisted of the following: Consideration Transferred Fair Value (in thousands) Cash $ 15,000 Security hold back 1,000 Acquisition-related liabilities 1,075 Contingent consideration 600 Total $ 17,675 The security hold back relates to amounts held back as security for certain post-closing adjustments and post-closing indemnity obligations of TrafficCast, and is included in other long-term liabilities on the unaudited condensed consolidated balance sheets. Acquisition-related liabilities include customary post-closing adjustments, as well as short term liabilities related to certain ancillary agreements that will provide Iteris with ongoing access to mapping and monitoring services. These items are included in accrued liabilities on the unaudited condensed consolidated balance sheets. Contingent consideration relates to a $1,000,000 earn out, that if earned, will be paid over two years based on the Business’ achievement of certain revenue targets. This item is included in other long-term liabilities on the unaudited condensed consolidated balance sheets. TrafficCast operates two lines of business – commercial and public sector – each of which contributes about 50% of total revenue. Its commercial line of business develops software that collects, filters, and models real-time traveler information and traffic incident data for global media companies and other commercial customers. Its public sector line of business provides sensors and related software that help state and local agencies measure, visualize, and manage traffic flow. The management team has deep experience in traffic management systems, traffic flow theory and probe data technologies, as well as mobile services, digital content and media marketing. The commercial line of business is presented in the results of the Transportation Systems segment, while the public sector line of business is presented in the results of the Roadway Sensors segment. Since the date of acquisition, TrafficCast contributed approximately $659,000 of service revenue and approximately $141,000 of product revenue, as well as approximately $151,000 of net loss. The acquisition of TrafficCast has been accounted for as a business combination. We estimated the preliminary fair values of net assets acquired, and the excess of the consideration transferred over the aggregate of such fair values was recorded as goodwill. The fair values of net assets acquired were based upon preliminary valuations. Given the timing of the acquisition, specifically its close proximity to quarter end, we are still finalizing the fair value estimates for certain intangible assets. Our estimates and assumptions reflected in such preliminary valuations are subject to change within the measurement period (up to one year from the acquisition date). We expect to continue to obtain information to assist in determining the fair values of the net assets and deferred income taxes acquired during the measurement period. The following tables summarize the preliminary purchase price allocation (in thousands) as of December 7, 2020: Trade accounts receivable $ 2,087 Unbilled accounts receivable 596 Inventories 896 Right-of-use assets 193 Property and equipment 233 Intangible assets 9,500 Goodwill 7,758 Other assets 242 Total assets acquired 21,505 Accounts payable 1,045 Deferred revenue 2,460 Lease liabilities 193 Other liabilities 132 Total liabilities assumed 3,830 Total purchase price $ 17,675 The fair values of the TrafficCast assets and liabilities noted above approximate their carrying values at December 7, 2020. There was no difference between the fair value of trade accounts receivables and the gross contractual value of those receivables. There are no contractual cash flows related to these receivables that are not expected to be collected. The Company believes the goodwill related to the acquisition was a result of the ability of the Company to leverage its technology in the broader market, as well as offering cross-selling market exposure opportunities. Goodwill from the acquisition of TrafficCast is included within the Company’s Roadway Sensors and Transportation Systems reporting units and will be included in the annual review for impairment. The goodwill is fully deductible for tax purposes. The significant intangible assets identified in the purchase price allocation include customer relationship and developed technology, which are amortized over their respective useful lives on a straight line basis which approximates the underlying cash flows. To value the customer relationships, the Company utilized the income approach, specifically a discounted cash-flow method known as the excess earnings method. The Company used the replacement cost method with consideration of opportunity costs to estimate the fair value of the technology. The fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. We believe the assumptions are representative of those a market participant would use in estimating fair value. The following table presents the fair values and useful lives of the identifiable intangible assets acquired: Amount Weighted Average (in thousands) (in years) Customer relationships $ 5,800 7 Technology 3,700 4 Total intangible assets assumed $ 9,500 Acquisition-Related Costs In connection with the acquisition of AGI, the Company agreed to grant $1.7 million in retention bonuses to the Selling Shareholders and other employees payable in the form of restricted stock units at $5.22 per share, and $570,000 in retention bonuses payable in cash, each vesting and payable over three years following the closing, provided such employees remain in our service on the first, second and third anniversary of the closing of the acquisition. For the three- and nine- month periods ended December 31, 2020, the Company recorded approximately $174,000 and $526,000, as compared to $328,000 and $653,000 for three- and nine- month periods ended December 31, 2019, respectively, as stock-based compensation and salaries expense to selling, general and administrative expense in the unaudited condensed consolidated statements of operations, related to these bonuses. In connection with the acquisition of TrafficCast, the Company recorded approximately $285,000 for the three- and nine- month periods ended December 31, 2020 of acquisition related professional fees recorded to selling, general and administrative expense, in the unaudited condensed consolidated statements of operations. Pro Forma Financial Information The following pro forma information presents the consolidated results of operations of the Company, AGI and TrafficCast for the three- and nine- month periods ended December 31, 2020 and three- and nine- months ended December 31, 2019, as if the acquisition of AGI had been completed on April 1, 2018 and the acquisition of TrafficCast had been completed on April 1, 2019. These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments that reflect pro forma results of operations, such as increased amortization for the fair value of acquired intangible assets and increased salaries expense related to the retention bonuses. The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings that may result from the consolidation of the operations of the Company, AGI and TrafficCast. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that actually would have been achieved had the acquisition of AGI occurred as of April 1, 2018 and the acquisition of TrafficCast occurred as of April 1, 2019, nor are they intended to represent or be indicative of future results of operations: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended (In thousands, except per share amounts) Pro forma revenue $ 30,537 $ 30,881 $ 94,770 $ 91,738 Pro forma net income (loss) from continuing operations $ (461) $ (2,238) $ 417 $ (5,668) Pro forma net income (loss) per share from continuing operations: Basic $ (0.01) $ (0.06) $ 0.01 $ (0.15) Diluted $ (0.01) $ (0.06) $ 0.01 $ (0.15) |
Business Segment Information
Business Segment Information | 9 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information We currently operate in two reportable segments: Roadway Sensors and Transportation Systems. The Roadway Sensors segment provides various advanced detection sensors and systems for traffic intersection management, communication systems and roadway traffic data collection applications. The Roadway Sensors product line uses advanced image processing technology and other techniques to capture and analyze sensor data through sophisticated algorithms, enabling vehicle, bicycle and pedestrian detection, as well as the transmission of both video images and data using various communication technologies. Our Roadway Sensors products include, among others, the Vantage, VantageLive!, Vantage Next, VantagePegasus, VantageRadius, Vantage Vector, Velocity, SmartCycle, SmartCycle Bike Indicator, SmartSpan, VersiCam, PedTrax and P-Series products. Our Roadway Sensors segment also includes the sale of original equipment manufacturer (“OEM”) products for the traffic intersection markets, which include, among other things, traffic signal controllers and traffic signal equipment cabinets. The Roadway Sensors segment also includes the public sector operations of TrafficCast beginning December 7, 2020 (see Note 11, Acquisitions). The Transportation Systems segment provides engineering and consulting services, managed 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 and commercial vehicle operations, as well as provide travel demand forecasting and systems engineering, and identify mitigation measures to reduce traffic congestion. Our Transportation Systems product line includes: Iteris Signal Performance Measures ("SPM"); our advanced traveler information system solution ClearRoute, our performance analytics solution ClearGuide; and our commercial vehicle operations and vehicle safety compliance platforms known as CVIEW-Plus, CheckPoint, UCRLink and inspect. The Transportation Systems segment also includes the operations of AGI beginning July 2, 2019 as well as the commercial operations of TrafficCast beginning December 7, 2020 (see Note 11, Acquisitions). The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies (Note 1, Description of Business and Summary of Significant Accounting Policies). 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. The following table sets forth selected unaudited condensed consolidated financial information for our reportable segments for the three- and nine- month periods ended December 31, 2020 and 2019: Roadway Transportation Total (In thousands) Three Months Ended December 31, 2020 Product revenues $ 13,966 $ 2,414 $ 16,380 Service revenues 97 11,693 11,790 Total revenues 14,063 14,107 28,170 Segment income 2,702 1,979 4,681 Three Months Ended December 31, 2019 Product revenues 11,351 1,609 12,960 Service revenues 72 13,705 13,777 Total revenues 11,423 15,314 26,737 Segment income 1,487 2,669 4,156 Roadway Transportation Total (In thousands) Nine Months Ended December 31, 2020 Product revenues $ 41,252 $ 5,787 $ 47,039 Service revenues 337 38,050 38,387 Total revenues 41,589 43,837 85,426 Segment income 8,896 6,538 15,434 Nine Months Ended December 31, 2019 Product revenues 36,602 4,670 41,272 Service revenues 184 37,034 37,218 Total revenues 36,786 41,704 78,490 Segment income 6,043 6,177 12,220 The following table reconciles total segment income to unaudited condensed consolidated operating income (loss) from continuing operations before income taxes: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands) (In thousands) Segment income: Total income from reportable segments $ 4,681 $ 4,156 $ 15,434 $ 12,220 Unallocated amounts: Corporate expenses (4,329) (5,208) (12,873) (14,129) Amortization of intangible assets (376) (230) (836) (527) Restructuring charges — — (619) — Acquisition costs (285) (71) (285) (667) Operating (loss) income $ (309) $ (1,353) $ 821 $ (3,103) |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Inventory Valuation | Inventory Valuation The Company values inventory at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is determined by estimated expected selling prices based on anticipated recovery rates for slow-moving and obsolete inventory and other factors, such as market conditions, expected channel of distribution and current consumer demand and preferences. 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. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded net of an allowance for doubtful accounts. The Company estimates the allowance for doubtful accounts based on an analysis of the aging of accounts receivable, assessment of collectability, including any known or anticipated bankruptcies, customer-specific circumstances and an evaluation of current economic conditions. 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. |
Goodwill and Other Long-Lived Assets | Goodwill and Other Long-Lived Assets The Company reviews its goodwill and other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may be impaired. Impairment losses are measured and recorded for the excess of carrying value over its fair value, estimated based on expected future cash flows and other quantitative and qualitative factors. The Company performed a qualitative assessment of its goodwill to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and noted no indicators of impairment at December 31, 2020. The Company also reviewed its other long-lived assets and noted no indicators of impairment related to the Pandemic. |
Basis of Presentation | Basis of Presentation Our unaudited condensed consolidated financial statements include the accounts of Iteris, Inc. and its subsidiaries, and have been prepared in accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting, which permit certain footnotes or other financial information that are normally required by generally accepted accounting principles in the U.S. (“GAAP”) to be condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2020 (“Fiscal 2020”), filed with the SEC on June 9, 2020. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three- and nine- month periods ended December 31, 2020 are not necessarily indicative of the results to be expected for Fiscal 2021 or any other periods. During the first quarter of Fiscal 2021, the Company completed the sale of its Agriculture and Weather Analytics segment for total cash consideration of $12.0 million, subject to certain working capital adjustments and transaction costs. The Agriculture and Weather Analytics segment’s results of operations and related cash flows have been reclassified to net income (loss) from discontinued operations, respectively, for all periods presented. The assets and liabilities of the Agriculture and Weather Analytics segment have been reclassified to assets held for sale and liabilities held for sale, respectively, in the unaudited condensed consolidated balance sheet as of March 31, 2020. See Note 3, Discontinued Operations, for further information. |
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 and other contingencies, costs to complete long-term contracts, indirect cost rates used in cost plus contracts, the valuation of inventories, the valuation of purchased intangible assets and goodwill, the valuation of investments, estimates of future cash flows used to assess the recoverability of long-lived assets and the impairment of goodwill, and fair value of our stock option awards used to calculate stock-based compensation. |
Revenue Recognition | Revenue Recognition Product revenue related contracts with customers begin when we acknowledge a purchase order for a specific customer order of product to be delivered in the near term. These purchase orders are short-term in nature. Product revenue is recognized at a point in time upon shipment or upon customer receipt of the product, depending on shipping terms. The Company determined that this method best represents the transfer of goods as transfer of control typically occurs upon shipment or upon customer receipt of the product. Service revenues, primarily derived from the Transportation Systems segment, are primarily from long-term engineering and consulting service contracts with governmental agencies. These contracts generally include performance obligations in which control is transferred over time. We recognize revenue on fixed fee contracts, over time, using the proportion of actual costs incurred to the total costs expected to complete the contract performance obligation. The Company determined that this method best represents the transfer of services as the proportion closely depicts the efforts or inputs completed towards the satisfaction of a fixed fee contract performance obligation. Time & Materials (“T&M”) and Cost Plus Fixed Fee (“CPFF”) contracts are considered to involve variable consideration. However, contractual performance obligations with these fee types qualify for the “Right to Invoice” practical expedient. Under this practical expedient, the Company is allowed to recognize revenue, over time, in the amount to which the Company has a right to invoice. In addition, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each reporting period. The Company determined that this method best represents the transfer of services as, upon billing, the Company has a right to consideration from a customer in an amount that directly corresponds with the value to the customer of the Company’s performance completed to date. Service revenues also consist of revenues derived from maintenance support and the use of the Company’s service platforms and APIs on a subscription basis. We generate this revenue from fees for maintenance and support, monthly active user fees, SaaS fees, and hosting and storage fees. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a time-based measure of progress to the total transaction price, which results in ratable recognition over the term of the contract. The Company determined that this method best represents the transfer of services as the customer obtains equal benefit from the service throughout the service period. The Company accounts for individual goods and services separately if they are distinct performance obligations, which often requires significant judgment based upon knowledge of the products and/or services, the solution provided and the structure of the sales contract. In SaaS agreements, we provide a service to the customer that combines the software functionality, maintenance and hosting into a single performance obligation. In product-related contracts, a purchase order may cover different products, each constituting a separate performance obligation. We generally estimate variable consideration at the most likely amount to which we expect to be entitled and in certain cases based on the expected value, which requires judgment. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We review and update these estimates on a quarterly basis. The Company’s typical performance obligations include the following: Performance Obligation When Performance When Payment is How Standalone Product Revenues Standard purchase orders for delivery of a tangible product Upon shipment (point in time) Within 30 days of delivery Observable transactions Engineering services where the deliverable is considered a product As work is performed (over time) Within 30 days of services being invoiced Estimated using a cost-plus margin approach Service Revenues Engineering and consulting services As work is performed (over time) Within 30 days of services being invoiced Estimated using a cost-plus margin approach SaaS Over the course of the SaaS service once the system is available for use (over time) At the beginning of the contract period Estimated using a cost-plus margin approach Disaggregation of Revenue The Company disaggregates revenue from contracts with customers into reportable segments and the nature of the products and services. See Note 12, Business Segment Information, for our revenue by reportable segments. Trade Accounts Receivable and Contract Balances We classify our right to consideration in exchange for goods and services as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). We present such receivables in trade accounts receivable, net, in our unaudited condensed consolidated balance sheets at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. If warranted, the allowance is increased by the Company’s provision for doubtful accounts, which is charged against income. All recoveries on receivables previously charged off are included in income, while direct charge-offs of receivables are deducted from the allowance. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets are presented as unbilled accounts receivable on the accompanying unaudited condensed consolidated balance sheets. For example, we would record a contract asset if we record revenue on a professional services engagement, but are not entitled to bill until we achieve specified milestones. Our contract assets and refund liabilities are reported in a net position on a contract basis at the end of each reporting period. Refund liabilities are consideration received in advance of the satisfaction of performance obligations. Contract Fulfillment Costs The Company evaluates whether or not we should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. As of December 31, 2020 and March 31, 2020, there was approximately $2,522,000 and $1,236,000, respectively, of contract fulfillment costs, which are presented in the accompanying unaudited condensed consolidated balance sheets as prepaid and other current assets. These costs primarily relate to the satisfaction of performance obligations related to the set up of SaaS platforms. These costs are amortized on a straight-line basis over the estimated useful life of the SaaS platform. Transaction Price Allocated to the Remaining Performance Obligations As of December 31, 2020 and March 31, 2020, the aggregate amount of transaction price allocated to remaining performance obligations was immaterial, primarily as a result of the termination provisions within our contracts, which make the duration of the accounting term of the contract one year or less. |
Deferred Revenue | Deferred Revenue Deferred revenue in the accompanying unaudited condensed consolidated balance sheets is comprised of refund liabilities related to billings and consideration received in advance of the satisfaction of performance obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Cash and cash equivalents consist primarily of demand deposits and money market funds maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with high quality financial institutions, and therefore are believed to have minimal credit risk. Our accounts receivable are primarily derived from billings with customers located throughout North America, as well as in Europe and South America. We generally do not require collateral or other security from our domestic customers. We maintain an allowance for doubtful accounts for potential credit losses, which losses have historically been within management’s expectations. |
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 Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“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 prescribed 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. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash and short-term investments with initial maturities of 90 days or less. |
Investments | Investments The Company’s investments are classified as either held-to-maturity, available-for-sale or trading, in accordance with FASB ASC 320 – Investments – Debt and Equity Securities. 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. 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. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available (see Note 5, Fair Value Measurements). As of December 31, 2020 and March 31, 2020, all of our investments are available-for-sale. Under FASB ASC 320-10-35, a security is considered to be other-than-temporarily impaired if the present value of cash flows expected to be collected are less than the security’s amortized cost basis (the difference being defined as the “Credit Loss”) or if the fair value of the security is less than the security’s amortized cost basis and the investor intends, or will be required, to sell the security before 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. |
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 |
Intangible Assets | Intangible Assets Intangible assets with determinable economic lives are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful life of each asset on a straight-line basis. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company's long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset and other economic factors, including competition and specific market conditions. |
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 otherwise, we compare the fair value of our reporting unit to its carrying value, including goodwill. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. We monitor the indicators for goodwill impairment testing between annual tests. As of December 31, 2020, there were no indicators of goodwill impairment. 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. During the three months ended June 30, 2020, we recorded $313,000 in impairment charges related to right-of-use assets and leasehold improvements directly resulting from the restructuring activities. There were no additional impairment or restructuring charges during the nine months ended December 31, 2020. See Note 4, Restructuring Activities, for further details on the restructuring activities. |
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, as of December 31, 2020, we determined it was appropriate to record a full valuation allowance against our deferred tax assets. We will continuously reassess the appropriateness of maintaining a valuation allowance. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. |
Stock-Based Compensation | Stock-Based CompensationWe record stock-based compensation in our unaudited condensed 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, restricted stock units and performance stock units. The fair value of our common stock option awards is estimated on the grant date using the Black-Scholes-Merton option-pricing formula. The fair value of our performance stock unit awards is estimated on the grant date using a Monte Carlo simulation model. While the use of these models meets established requirements, the estimated fair values generated by the models may not be indicative of the actual fair values of our awards as it does not consider certain factors important to those awards to employees, such as continued employment and periodic vesting requirements, as well as limited transferability. The fair value of our restricted stock units is based on the closing market price of our common stock on the grant date. If there are 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. |
Warranty | Warranty We generally provide a one |
Repair and Maintenance Costs | Repair and Maintenance Costs We incur repair and maintenance costs in the normal course of business. Should the repair or maintenance result in a permanent improvement to one of our leased facilities, the cost is capitalized as a leasehold improvement and amortized over its useful life or the remainder of the lease period, whichever is shorter. Non-permanent repair and maintenance costs are charged to expense as incurred. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The difference between net income and comprehensive income for the three- and nine- month periods ended December 31, 2020 and between net loss and comprehensive loss for the three- and nine- month periods ended December 31, 2019 was de minimis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard update requires that certain financial assets be measured at amortized cost net of an allowance for estimated credit losses such that the net receivable represents the present value of expected cash collection. In addition, this standard update requires that certain financial assets be measured at amortized cost reflecting an allowance for estimated credit losses expected to occur over the life of the assets. The estimate of credit losses must be based on all relevant information including historical information, current conditions and reasonable and supportable forecasts that affect the collectability of the amounts. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for all entities except SEC reporting companies that are not smaller reporting companies. As a smaller reporting company, ASU 2016-13 will now be effective for our fiscal year 2024 beginning April 1, 2023; however, early adoption is permitted. We are currently evaluating the timing and impact of adopting ASU 2016-13 on our unaudited condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirement for Fair Value Measurements (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted. The Company adopted this update effective April 2020. The adoption of this ASU did not have a material impact on the Company’s financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal Use Software (subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"), which clarifies the accounting for implementation costs in cloud computing arrangements. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted. The Company adopted this update effective April 2020. The adoption of this ASU did not have a material impact on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company early adopted this update effective July 2020. The adoption of this ASU did not have a material impact on the Company’s financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of typical performance obligations | The Company’s typical performance obligations include the following: Performance Obligation When Performance When Payment is How Standalone Product Revenues Standard purchase orders for delivery of a tangible product Upon shipment (point in time) Within 30 days of delivery Observable transactions Engineering services where the deliverable is considered a product As work is performed (over time) Within 30 days of services being invoiced Estimated using a cost-plus margin approach Service Revenues Engineering and consulting services As work is performed (over time) Within 30 days of services being invoiced Estimated using a cost-plus margin approach SaaS Over the course of the SaaS service once the system is available for use (over time) At the beginning of the contract period Estimated using a cost-plus margin approach |
Schedule of cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash presented in the accompanying unaudited condensed consolidated statements of cash flows consist of the following (in thousands): December 31, March 31, Cash and cash equivalents $ 14,398 $ 14,217 Restricted cash 263 146 $ 14,661 $ 14,363 |
Supplementary Financial Informa
Supplementary Financial Information (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of inventories | The following table presents details of our inventories: December 31, March 31, (In thousands) Materials and supplies $ 2,726 $ 1,380 Work in process 107 162 Finished goods 1,774 1,498 $ 4,607 $ 3,040 |
Schedule of property and equipment, net | The following table presents details of our property and equipment, net: December 31, March 31, (In thousands) Equipment $ 6,760 $ 6,222 Leasehold improvements 3,046 2,911 Accumulated depreciation (7,906) (7,298) $ 1,900 $ 1,835 |
Schedule of net intangible assets | The following table presents details of our net intangible assets: December 31, 2020 March 31, 2020 Gross Accumulated Net Book Gross Accumulated Net Book (In thousands) Technology $ 4,986 $ (1,357) $ 3,629 $ 1,286 $ (1,286) $ — Customer contracts / relationships 9,550 (1,200) 8,350 3,750 (688) 3,062 Trade names and non-compete agreements 770 (665) 105 770 (613) 157 Capitalized software development costs 5,014 (2,176) 2,838 4,423 (1,576) 2,847 Total $ 20,320 $ (5,398) $ 14,922 $ 10,229 $ (4,163) $ 6,066 |
Schedule of future estimated amortization expense | As of December 31, 2020, future estimated amortization expense is as follows: Year Ending March 31, (In thousands) 2021 $ 796 2022 3,186 2023 2,961 2024 2,731 2025 2,294 Thereafter 2,954 $ 14,922 |
Schedule of warranty reserve activity | The following table presents activity related to the warranty reserve: Nine Months Ended 2020 2019 (In thousands) Balance at beginning of fiscal year $ 416 $ 461 Additions charged to cost of sales 438 460 Warranty claims (284) (436) Balance at end of reporting period $ 570 $ 485 |
Schedule of computation of basic and diluted net loss per share | The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands, except per share amounts) (In thousands, except per share amounts) Numerator: Net income (loss) from continuing operations $ (261) $ (1,252) $ 876 $ (2,840) Net income (loss) from discontinued operations, net of tax 49 (816) 9,673 (2,987) Net income (loss) $ (212) $ (2,068) $ 10,549 $ (5,827) Denominator: Weighted average common shares used in basic computation 41,212 40,593 40,978 38,466 Dilutive stock options — — 565 — Weighted average common shares used in diluted computation 41,212 40,593 41,543 38,466 Basic: Net income (loss) per share from continuing operations: $ (0.01) $ (0.03) $ 0.02 $ (0.07) Net income (loss) per share from discontinued operations: $ 0.00 $ (0.02) $ 0.24 $ (0.08) Net income (loss) per basic share $ (0.01) $ (0.05) $ 0.26 $ (0.15) Diluted: Net income (loss) per share from continuing operations: $ (0.01) $ (0.03) $ 0.02 $ (0.07) Net income (loss) per share from discontinued operations: $ 0.00 $ (0.02) $ 0.23 $ (0.08) Net income (loss) per diluted share $ (0.01) $ (0.05) $ 0.25 $ (0.15) |
Schedule of instruments excluded in the computation of diluted net loss per share | The following instruments were excluded for purposes of calculating weighted average common share equivalents in the computation of diluted net income (loss) per share as their effect would have been anti-dilutive: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands) (In thousands) Stock options 3,478 6,196 3,085 5,432 Restricted stock units 126 419 147 327 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of major classes of assets and liabilities held for sale | The related assets and liabilities of the Agriculture and Weather Analytics segment were reclassified to assets held for sale and liabilities held for sale, respectively, as of March 31, 2020 on the unaudited condensed consolidated balance sheets. The following table is a summary of major classes of assets and liabilities held for sale: March 31, (In thousands) Assets Trade accounts receivable, net of allowance for doubtful accounts $ 863 Unbilled accounts receivable 504 Prepaid expenses and other current assets 109 Total assets held for sale, current portion 1,476 Property and equipment, net 107 Right-of-use assets 446 Other classes of assets that are not major 73 Total assets held for sale, noncurrent 626 Total assets held for sale $ 2,102 Liabilities Trade accounts payable $ 254 Accrued liabilities 91 Accrued payroll and related expenses 933 Deferred revenue 1,550 Total liabilities held for sale, current position 2,828 Lease liabilities 357 Total liabilities held for sale $ 3,185 The results of operations for the Agriculture and Weather Analytics segment were included in net income (loss) from discontinued operations on the Company's unaudited condensed consolidated statements of operations. The following table provides information regarding the results of discontinued operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Service revenue $ — $ 1,997 $ 695 $ 4,732 Cost of service revenues — 691 349 1,898 Gross profit — 1,306 346 2,834 Operating expenses: Selling, general and administration 6 907 752 2,679 Research and development — 1,215 407 3,142 Restructuring charges — — 837 — Total operating expenses 6 2,122 1,996 5,821 Operating loss from discontinued operations (6) (816) (1,650) (2,987) Other income, net 24 — 51 — Income (loss) from discontinued operation before income tax 18 (816) (1,599) (2,987) Income tax (benefit) expense 47 — (47) — Net income (loss) from discontinued operations 65 (816) (1,646) (2,987) Gain on disposal of discontinued operations before income tax — — 11,315 — Income tax expense (benefit) on gain on disposal (16) — 4 — Gain on disposal of discontinued operations after income tax (16) — 11,319 — Net income (loss) from discontinued operations $ 49 $ (816) $ 9,673 $ (2,987) The following table provides information on the gain recorded on the sale of the Agriculture and Weather Analytics segment for the three- and nine- month periods ended December 31, 2020. These amounts reflect the closing balance sheet of the Agriculture and Weather Analytics segment upon the closing of the sale on May 5, 2020 (in thousands). Initial proceeds from sale, net of transaction costs $ 9,440 Closing working capital adjustment 250 Deferred payments of purchase price 1,500 Total consideration, net of transaction costs 11,190 Trade accounts receivable, net of allowance for doubtful accounts 1,060 Unbilled accounts receivable 488 Other classes of assets that are not major 194 Total Agriculture and Weather Analytics segment assets 1,742 Trade accounts payable 349 Deferred revenue 1,518 Total Agriculture and Weather Analytics segment liabilities 1,867 Gain on sale of Agriculture and Weather Analytics segment $ 11,315 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Summary of restructuring and severance costs for our reportable segments, as well as corporate expenses | The following table presents the restructuring and severance costs for our reportable segments, as well as corporate expenses, for the nine months ended December 31, 2020. (in thousands): Roadway Transportation Agriculture and Corporate Total Severance and benefits $ 110 $ 43 $ 524 $ 428 $ 1,105 Lease impairment and other costs — — 313 38 351 Total restructuring and severance costs $ 110 $ 43 $ 837 $ 466 $ 1,456 |
Summary of restructuring activities | Our restructuring activities during the three- and nine- month periods ended December 31, 2020 were as follows (in thousands): Balance at March 31, 2020 $ — Charged to expenses 1,105 Cash payments (661) Balance at June 30, 2020 $ 444 Cash payments (197) Balance at September 30, 2020 $ 247 Cash payments (79) Balance at December 31, 2020 $ 168 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets that are recorded at fair value on a recurring basis | 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 December 31, 2020 (In thousands) Amortized Gross Gross Estimated Fair Level 1: Money market funds $ 7,218 $ — $ — $ 7,218 Subtotal 7,218 — — 7,218 Level 2: Commercial paper 1,200 — — 1,200 Corporate notes and bonds 1,241 — — 1,241 US Treasuries 5,699 — — 5,699 Subtotal 8,140 — — 8,140 Total $ 15,358 $ — $ — $ 15,358 As of March 31, 2020 (In thousands) Amortized Gross Gross Estimated Fair Level 1: Money market funds $ 10,576 $ (1) $ — $ 10,575 Subtotal 10,576 (1) — 10,575 Level 2: Commercial paper 1,495 (1) — 1,494 Corporate notes and bonds 6,044 (22) — 6,022 US Treasuries 3,013 — 20 3,033 US Government agencies 1,007 — — 1,007 Subtotal 11,559 (23) 20 11,556 Total $ 22,135 $ (24) $ 20 $ 22,131 |
Right-of-Use Assets and Lease_2
Right-of-Use Assets and Lease Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | |
Schedule of lease-related assets and liabilities recorded on the unaudited condensed consolidated balance sheet | The table below presents lease-related assets and liabilities recorded on the unaudited condensed consolidated balance sheet as follows: Classification December 31, 2020 (In thousands) Assets Operating lease right-of-use-assets - continuing operations Right-of-use assets $ 11,760 Operating lease right-of-use-assets - discontinued operation Asset held for sales - noncurrent 96 Total operating lease right-of-use-assets $ 11,856 Liabilities Operating lease liabilities (short-term) - continuing operations Accrued liabilities $ 2,107 Operating lease liabilities (short-term) - discontinued operation Liabilities held for sales - current 98 $ 2,205 Operating lease liabilities (long-term) - continuing operations Lease liabilities 10,507 Operating lease liabilities (long-term) - discontinued operation Liabilities held for sales - noncurrent 310 10,817 Total lease liabilities $ 13,022 |
Schedule of supplemental information related to operating leases | The table below presents supplemental information related to operating leases during the nine months ended December 31, 2020 (in thousands, except weighted average information): Cash paid for amounts included in the measurement of operating lease liabilities $ 2,079 Right-of-use assets obtained in exchange for new operating lease liabilities $ 533 Weighted average remaining lease term (in years) 6.2 Weighted average discount rate 5.0 % |
Schedule of undiscounted cash flows | Maturities of lease liabilities as of December 31, 2020 were as follows: Fiscal Year Ending March 31, Operating Leases Sublease Income Net Operating Lease (In thousands) 2021 $ 745 $ 28 $ 717 2022 2,700 9 2,691 2023 2,457 2,457 2024 2,290 2,290 2025 2,072 2,072 Thereafter 4,896 4,896 Total lease payments 15,160 $ 37 $ 15,123 Less imputed interest (2,138) Present value of future lease payments 13,022 Less current obligations under leases (2,205) Long-term lease obligations $ 10,817 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of activity with respect to stock options | A summary of activity with respect to our stock options for the nine months ended December 31, 2020 is as follows: Options Weighted (In thousands) Options outstanding at March 31, 2020 5,934 $ 3.99 Granted 736 4.80 Exercised (462) 2.80 Forfeited (381) 4.85 Options outstanding at December 31, 2020 5,827 4.11 |
Summary of activity with respect to RSUs | A summary of activity with respect to our RSUs, which entitle the holder to receive one share of our common stock for each RSU upon vesting, for the nine months ended December 31, 2020 is as follows: # of Shares Weighted (In thousands) RSUs outstanding at March 31, 2020 404 $ 5.16 Granted 147 4.56 Vested (123) 5.18 Forfeited (6) 5.52 RSUs outstanding at December 31, 2020 422 4.94 |
Summary of activity with respect to PSUs | The following table summarizes the details of the performance stock units: # of Shares Weighted Average Price Per Share (In thousands) PSUs outstanding at March 31, 2020 — $ — Granted 61 5.47 PSUs outstanding at December 31, 2020 61 5.47 |
Schedule of stock-based compensation expense | The following table presents stock-based compensation expense that is included in each line item on our unaudited condensed consolidated statements of operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands) (In thousands) Cost of revenues $ 55 $ 29 $ 148 $ 96 Selling, general and administrative expense 656 512 1,803 1,627 Research and development expense 29 20 78 56 Restructuring costs — — 42 — Income (loss) from discontinued operations before gain on sale, net of tax — 93 (57) 270 Total stock-based compensation $ 740 $ 654 $ 2,014 $ 2,049 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of purchase price allocation | The following tables summarize the purchase price allocation (in thousands) as of July 2, 2019: Cash $ 664 Trade accounts receivable 905 Unbilled accounts receivable 347 Right-of-use assets 863 Property and equipment 357 Intangible assets 3,710 Goodwill 5,440 Other assets 161 Total assets acquired 12,447 Accounts payable (378) Accrued payroll and related expenses (426) Lease liabilities (863) Total liabilities assumed (1,667) Total purchase price $ 10,780 The following tables summarize the preliminary purchase price allocation (in thousands) as of December 7, 2020: Trade accounts receivable $ 2,087 Unbilled accounts receivable 596 Inventories 896 Right-of-use assets 193 Property and equipment 233 Intangible assets 9,500 Goodwill 7,758 Other assets 242 Total assets acquired 21,505 Accounts payable 1,045 Deferred revenue 2,460 Lease liabilities 193 Other liabilities 132 Total liabilities assumed 3,830 Total purchase price $ 17,675 |
Schedule of fair values and useful lives of the identifiable intangible assets | The following table presents the fair values and useful lives of the identifiable intangible assets acquired: Amount Weighted Average (in thousands) (in years) Customer relationships $ 3,500 6 Non-compete agreement 210 3 Total intangible assets assumed $ 3,710 The following table presents the fair values and useful lives of the identifiable intangible assets acquired: Amount Weighted Average (in thousands) (in years) Customer relationships $ 5,800 7 Technology 3,700 4 Total intangible assets assumed $ 9,500 |
Schedule of Business Acquisitions, by Acquisition | The aggregate acquisition-date fair value of the consideration transferred totaled approximately $17.7 million, which consisted of the following: Consideration Transferred Fair Value (in thousands) Cash $ 15,000 Security hold back 1,000 Acquisition-related liabilities 1,075 Contingent consideration 600 Total $ 17,675 |
Schedule of pro forma financial information | Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended (In thousands, except per share amounts) Pro forma revenue $ 30,537 $ 30,881 $ 94,770 $ 91,738 Pro forma net income (loss) from continuing operations $ (461) $ (2,238) $ 417 $ (5,668) Pro forma net income (loss) per share from continuing operations: Basic $ (0.01) $ (0.06) $ 0.01 $ (0.15) Diluted $ (0.01) $ (0.06) $ 0.01 $ (0.15) |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of selected unaudited condensed consolidated financial information for reportable segments | The following table sets forth selected unaudited condensed consolidated financial information for our reportable segments for the three- and nine- month periods ended December 31, 2020 and 2019: Roadway Transportation Total (In thousands) Three Months Ended December 31, 2020 Product revenues $ 13,966 $ 2,414 $ 16,380 Service revenues 97 11,693 11,790 Total revenues 14,063 14,107 28,170 Segment income 2,702 1,979 4,681 Three Months Ended December 31, 2019 Product revenues 11,351 1,609 12,960 Service revenues 72 13,705 13,777 Total revenues 11,423 15,314 26,737 Segment income 1,487 2,669 4,156 Roadway Transportation Total (In thousands) Nine Months Ended December 31, 2020 Product revenues $ 41,252 $ 5,787 $ 47,039 Service revenues 337 38,050 38,387 Total revenues 41,589 43,837 85,426 Segment income 8,896 6,538 15,434 Nine Months Ended December 31, 2019 Product revenues 36,602 4,670 41,272 Service revenues 184 37,034 37,218 Total revenues 36,786 41,704 78,490 Segment income 6,043 6,177 12,220 |
Schedule of reconciles total segment income (loss) to unaudited condensed consolidated loss from continuing operations before income taxes | The following table reconciles total segment income to unaudited condensed consolidated operating income (loss) from continuing operations before income taxes: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In thousands) (In thousands) Segment income: Total income from reportable segments $ 4,681 $ 4,156 $ 15,434 $ 12,220 Unallocated amounts: Corporate expenses (4,329) (5,208) (12,873) (14,129) Amortization of intangible assets (376) (230) (836) (527) Restructuring charges — — (619) — Acquisition costs (285) (71) (285) (667) Operating (loss) income $ (309) $ (1,353) $ 821 $ (3,103) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) | Dec. 07, 2020USD ($) | May 05, 2020USD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2020USD ($)customer | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($)customer | Dec. 31, 2020USD ($)customer | Dec. 31, 2019USD ($)customer | Mar. 31, 2020USD ($)customer | Mar. 31, 2019USD ($) |
Significant accounting policies | ||||||||||
Restructuring charges | $ 1,500,000 | $ 0 | $ 0 | $ 619,000 | $ 0 | |||||
Contract Fulfillment Costs | ||||||||||
Capitalized contract fulfillment costs | 2,522,000 | 2,522,000 | $ 1,236,000 | |||||||
Cash, Cash Equivalents and Restricted Cash | ||||||||||
Restricted cash related to the shares purchased | 263,000 | 263,000 | 146,000 | |||||||
Cash and cash equivalents | 14,398,000 | 14,398,000 | 14,217,000 | |||||||
Restricted cash | 263,000 | 263,000 | 146,000 | |||||||
Cash, cash and cash equivalents and Restricted cash | $ 14,661,000 | $ 10,228,000 | 14,661,000 | $ 10,228,000 | $ 14,363,000 | $ 7,071,000 | ||||
Goodwill and Long-Lived Assets | ||||||||||
Loss on impairment of goodwill | $ 0 | |||||||||
Impairment charges | $ 313,000 | |||||||||
No individual customer | ||||||||||
Concentration of Credit Risk | ||||||||||
Number of customers | customer | 0 | 0 | ||||||||
Net sales and contract revenues | Customer | No individual customer | ||||||||||
Concentration of Credit Risk | ||||||||||
Number of customers | customer | 0 | 0 | 0 | 0 | ||||||
Minimum | ||||||||||
Warranty | ||||||||||
Warranty period | 1 year | |||||||||
Minimum | Property and equipment | ||||||||||
Property and Equipment, net | ||||||||||
Useful life | 3 years | |||||||||
Minimum | Net sales and contract revenues | Customer | No individual customer | ||||||||||
Concentration of Credit Risk | ||||||||||
Percentage of concentration risk | 10.00% | 10.00% | 10.00% | 10.00% | ||||||
Minimum | Total accounts receivable | Customer | No individual customer | ||||||||||
Concentration of Credit Risk | ||||||||||
Percentage of concentration risk | 10.00% | 10.00% | ||||||||
Maximum | ||||||||||
Warranty | ||||||||||
Warranty period | 3 years | |||||||||
Maximum | Property and equipment | ||||||||||
Property and Equipment, net | ||||||||||
Useful life | 8 years | |||||||||
TrafficCast International | ||||||||||
Business Combinations [Abstract] | ||||||||||
Purchase price | $ 17,675,000 | |||||||||
Payments to acquire businesses, gross | 15,000,000 | |||||||||
Security hold back | 1,000,000 | |||||||||
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 1,000,000 | |||||||||
Consideration transferred, earn out term | 2 years | 2 years | ||||||||
TrafficCast International | Maximum | ||||||||||
Business Combinations [Abstract] | ||||||||||
Purchase price | $ 17,000,000 | |||||||||
Agriculture and Weather Analytics segment | ||||||||||
Significant accounting policies | ||||||||||
Restructuring charges | $ 1,500,000 | |||||||||
Agriculture and Weather Analytics segment | Held for sale | ||||||||||
Significant accounting policies | ||||||||||
Total purchase consideration | $ 12,000,000 | $ 12,000,000 | ||||||||
Proceeds from Divestiture of Businesses | 10,500,000 | |||||||||
Amount receivable from sale of segment | 50,000 | |||||||||
Agriculture and Weather Analytics segment | Held for sale | 12-month anniversaries of the closing date | ||||||||||
Significant accounting policies | ||||||||||
Amount receivable from sale of segment | $ 1,450,000 |
Supplemental Financial Inform_2
Supplemental Financial Information - Inventories , Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Inventories | |||||
Materials and supplies | $ 2,726 | $ 2,726 | $ 1,380 | ||
Work in process | 107 | 107 | 162 | ||
Finished goods | 1,774 | 1,774 | 1,498 | ||
Total inventories | 4,607 | 4,607 | 3,040 | ||
Property and Equipment, net | |||||
Accumulated depreciation | (7,906) | (7,906) | (7,298) | ||
Property and equipment, net | 1,900 | 1,900 | 1,835 | ||
Depreciation | 183 | $ 197 | 551 | $ 576 | |
Equipment | |||||
Property and Equipment, net | |||||
Gross | 6,760 | 6,760 | 6,222 | ||
Leasehold improvements | |||||
Property and Equipment, net | |||||
Gross | 3,046 | 3,046 | $ 2,911 | ||
Cost of revenues | |||||
Property and Equipment, net | |||||
Depreciation | 50 | 62 | 168 | 191 | |
Operating expenses | |||||
Property and Equipment, net | |||||
Depreciation | $ 133 | $ 135 | $ 383 | $ 385 |
Supplemental Financial Inform_3
Supplemental Financial Information - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Intangible Assets | |||||
Gross Carrying Amount | $ 20,320 | $ 20,320 | $ 10,229 | ||
Accumulated Amortization | (5,398) | (5,398) | (4,163) | ||
Net Book Value | 14,922 | 14,922 | 6,066 | ||
Amortization expense | 512 | $ 373 | 1,236 | $ 872 | |
Amortization recorded to cost of revenues | 136 | 143 | 400 | 345 | |
Amortization of intangible assets | 376 | $ 230 | 836 | $ 527 | |
Technology | |||||
Intangible Assets | |||||
Gross Carrying Amount | 4,986 | 4,986 | 1,286 | ||
Accumulated Amortization | (1,357) | (1,357) | (1,286) | ||
Net Book Value | 3,629 | 3,629 | 0 | ||
Customer contracts / relationships | |||||
Intangible Assets | |||||
Gross Carrying Amount | 9,550 | 9,550 | 3,750 | ||
Accumulated Amortization | (1,200) | (1,200) | (688) | ||
Net Book Value | 8,350 | 8,350 | 3,062 | ||
Trade names and non-compete agreements | |||||
Intangible Assets | |||||
Gross Carrying Amount | 770 | 770 | 770 | ||
Accumulated Amortization | (665) | (665) | (613) | ||
Net Book Value | 105 | 105 | 157 | ||
Capitalized software development costs | |||||
Intangible Assets | |||||
Gross Carrying Amount | 5,014 | 5,014 | 4,423 | ||
Accumulated Amortization | (2,176) | (2,176) | (1,576) | ||
Net Book Value | $ 2,838 | $ 2,838 | $ 2,847 |
Supplemental Financial Inform_4
Supplemental Financial Information - Future Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Future estimated amortization expense | ||
2021 | $ 796 | |
2022 | 3,186 | |
2023 | 2,961 | |
2024 | 2,731 | |
2025 | 2,294 | |
Thereafter | 2,954 | |
Net Book Value | $ 14,922 | $ 6,066 |
Supplemental Financial Inform_5
Supplemental Financial Information - Warranty Reserve Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Activity related to warranty reserve | ||
Balance at beginning of fiscal year | $ 416 | $ 461 |
Additions charged to cost of sales | 438 | 460 |
Warranty claims | (284) | (436) |
Balance at end of reporting period | $ 570 | $ 485 |
Supplementary Financial Infor_2
Supplementary Financial Information - Earnings (loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||||||
Net income (loss) from continuing operations | $ (261) | $ (1,252) | $ 876 | $ (2,840) | ||||
Net income (loss) from discontinued operations, net of tax | 49 | (816) | 9,673 | (2,987) | ||||
Net income (loss) | $ (212) | $ 413 | $ 10,348 | $ (2,068) | $ (2,187) | $ (1,572) | $ 10,549 | $ (5,827) |
Denominator: | ||||||||
Weighted average common shares used in basic computation (in shares) | 41,212,000 | 40,593,000 | 40,978,000 | 38,466,000 | ||||
Dilutive stock options (in shares) | 0 | 565,000 | ||||||
Weighted average common shares used in diluted computation (in shares) | 41,212,000 | 40,593,000 | 41,543,000 | 38,466,000 | ||||
Basic: | ||||||||
Net income (loss) per share from continuing operations (in dollars per share) | $ (0.01) | $ (0.03) | $ 0.02 | $ (0.07) | ||||
Net income (loss) per share from discontinued operations (in dollars per share) | 0 | (0.02) | 0.24 | (0.08) | ||||
Net income (loss) per share (in dollars per share) | (0.01) | (0.05) | 0.26 | (0.15) | ||||
Diluted: | ||||||||
Net income (loss) per share from continuing operations (in dollars per share) | (0.01) | (0.03) | 0.02 | (0.07) | ||||
Net income (loss) per share from discontinued operations (in dollars per share) | 0 | (0.02) | 0.23 | (0.08) | ||||
Net income (loss) per share (in dollars per share) | $ (0.01) | $ (0.05) | $ 0.25 | $ (0.15) |
Supplemental Financial Inform_6
Supplemental Financial Information - Earnings (loss) Per Share Excluded weighted average (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 (in shares) | 3,478 | 6,196 | 3,085 | 5,432 |
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 (in shares) | 126 | 419 | 147 | 327 |
Discontinued Operations (Detail
Discontinued Operations (Details) - Held for sale - Agriculture and Weather Analytics segment - USD ($) $ in Thousands | May 05, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total purchase consideration | $ 12,000 | $ 12,000 | ||
Initial proceeds from sale, net of transaction costs | 10,500 | |||
Amount receivable from sale of segment | 50 | |||
Transition services agreement | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue from related party | $ 46 | $ 130 | ||
Costs from transaction with related party | $ 20 | $ 47 | ||
12-month anniversaries of the closing date | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Amount receivable from sale of segment | 1,450 | |||
18-month anniversaries of the closing date | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Amount receivable from sale of segment | $ 50 |
Discontinued Operations - Asset
Discontinued Operations - Assets and liabilities held for sale (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | May 05, 2020 | Mar. 31, 2020 |
Assets | |||
Total assets held for sale, current portion | $ 44 | $ 1,476 | |
Total assets held for sale, noncurrent | 96 | 626 | |
Liabilities | |||
Total liabilities held for sale, current position | $ 883 | 2,828 | |
Held for sale | Agriculture and Weather Analytics segment | |||
Assets | |||
Trade accounts receivable, net of allowance for doubtful accounts | $ 1,060 | 863 | |
Unbilled accounts receivable | 488 | 504 | |
Prepaid expenses and other current assets | 109 | ||
Total assets held for sale, current portion | 1,476 | ||
Property and equipment, net | 107 | ||
Right-of-use assets | 446 | ||
Other classes of assets that are not major | 194 | 73 | |
Total assets held for sale, noncurrent | 626 | ||
Total assets held for sale | 1,742 | 2,102 | |
Liabilities | |||
Trade accounts payable | 349 | 254 | |
Accrued liabilities | 91 | ||
Accrued payroll and related expenses | 933 | ||
Deferred revenue | 1,518 | 1,550 | |
Total liabilities held for sale, current position | 2,828 | ||
Lease liabilities | 357 | ||
Total liabilities held for sale | $ 1,867 | $ 3,185 |
Discontinued Operations - Resul
Discontinued Operations - Results of operations included in net income (loss) from discontinued operations (Details) - USD ($) $ in Thousands | May 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating expenses: | |||||
Other income, net | $ 30 | $ 43 | $ 2 | $ 150 | |
Income tax (benefit) expense | 47 | 0 | (47) | 0 | |
Gain on disposal of discontinued operations after income tax | 31 | 0 | 11,319 | 0 | |
Net income (loss) from discontinued operations, net of tax | 49 | (816) | 9,673 | (2,987) | |
Held for sale | Agriculture and Weather Analytics segment | |||||
Results of discontinued operations | |||||
Service revenue | 0 | 1,997 | 695 | 4,732 | |
Cost of service revenues | 0 | 691 | 349 | 1,898 | |
Gross profit | 0 | 1,306 | 346 | 2,834 | |
Operating expenses: | |||||
Selling, general and administration | 6 | 907 | 752 | 2,679 | |
Research and development | 0 | 1,215 | 407 | 3,142 | |
Restructuring charges | 0 | 0 | 837 | 0 | |
Total operating expenses | 6 | 2,122 | 1,996 | 5,821 | |
Operating loss from discontinued operations | (6) | (816) | (1,650) | (2,987) | |
Other income, net | 24 | 0 | 51 | 0 | |
Income (loss) from discontinued operation before income tax | 18 | (816) | (1,599) | (2,987) | |
Net income (loss) from discontinued operations | 65 | (816) | (1,646) | (2,987) | |
Gain on disposal of discontinued operations before income tax | $ 11,315 | 0 | 0 | 11,315 | 0 |
Income tax expense (benefit) on gain on disposal | (16) | 0 | 4 | 0 | |
Gain on disposal of discontinued operations after income tax | (16) | 0 | 11,319 | 0 | |
Net income (loss) from discontinued operations, net of tax | $ 49 | $ (816) | $ 9,673 | $ (2,987) |
Discontinued Operations - Gain
Discontinued Operations - Gain recorded on sale (Details) - USD ($) $ in Thousands | May 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Deferred payments of purchase price | $ 1,500 | $ 0 | ||||
Held for sale | Agriculture and Weather Analytics segment | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Initial proceeds from sale, net of transaction costs | $ 9,440 | |||||
Closing working capital adjustment | 250 | |||||
Deferred payments of purchase price | 1,500 | |||||
Total consideration, net of transaction costs | 11,190 | |||||
Trade accounts receivable, net of allowance for doubtful accounts | 1,060 | $ 863 | ||||
Unbilled accounts receivable | 488 | 504 | ||||
Other classes of assets that are not major | 194 | 73 | ||||
Total assets held for sale | 1,742 | 2,102 | ||||
Trade accounts payable | 349 | 254 | ||||
Deferred revenue | 1,518 | 1,550 | ||||
Total liabilities held for sale | 1,867 | $ 3,185 | ||||
Gain on disposal of discontinued operations before income tax | 11,315 | $ 0 | $ 0 | $ 11,315 | $ 0 | |
Transaction costs | $ 1,100 |
Restructuring Activities (Detai
Restructuring Activities (Details) - USD ($) | Apr. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Restructuring and Related Activities [Abstract] | ||||||
Total restructuring charges | $ 1,500,000 | $ 0 | $ 0 | $ 619,000 | $ 0 | |
Restructuring costs | 0 | |||||
Severance and benefits | $ 0 | $ 1,105,000 | $ 1,105,000 |
Restructuring Activities - Rest
Restructuring Activities - Restructuring and severance costs for our reportable segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Severance and benefits | $ 0 | $ 1,105,000 | $ 1,105,000 |
Lease impairment and other costs | 351,000 | ||
Total restructuring and severance costs | 1,456,000 | ||
Restructuring costs were recorded to restructuring charges | 619,000 | ||
Agriculture and Weather Analytics | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs were recorded to restructuring charges | 837,000 | ||
Segment income: | Roadway Sensors | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and benefits | 110,000 | ||
Total restructuring and severance costs | 110,000 | ||
Segment income: | Transportation Systems | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and benefits | 43,000 | ||
Total restructuring and severance costs | 43,000 | ||
Segment income: | Agriculture and Weather Analytics | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and benefits | 524,000 | ||
Lease impairment and other costs | 313,000 | ||
Total restructuring and severance costs | 837,000 | ||
Corporate | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and benefits | 428,000 | ||
Lease impairment and other costs | 38,000 | ||
Total restructuring and severance costs | $ 466,000 |
Restructuring Activities - Re_2
Restructuring Activities - Restructuring activities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | $ 247,000 | $ 444,000 | $ 0 | $ 0 |
Charged to expenses | 0 | 1,105,000 | 1,105,000 | |
Cash payments | (79,000) | (197,000) | (661,000) | |
Restructuring reserve, ending balance | $ 168,000 | $ 247,000 | $ 444,000 | $ 168,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended | ||
Dec. 31, 2020USN ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | |
Non-financial assets measured at fair value | |||
Non-financial assets measured at fair value | $ 0 | $ 0 | |
Amortized Cost | 15,358,000 | 22,135,000 | |
Gross Unrealized Loss | 0 | (24,000) | |
Gross Unrealized Gain | 0 | 20,000 | |
Estimated Fair Value | 15,358,000 | 22,131,000 | |
Other-than-temporary impairment of investments | $ 0 | ||
Level 1: | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 7,218,000 | 10,576,000 | |
Gross Unrealized Loss | (1,000) | ||
Estimated Fair Value | 7,218,000 | 10,575,000 | |
Level 1: | Money market funds | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 7,218,000 | 10,576,000 | |
Gross Unrealized Loss | (1,000) | ||
Estimated Fair Value | 7,218,000 | 10,575,000 | |
Level 2: | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 8,140,000 | 11,559,000 | |
Gross Unrealized Loss | 0 | (23,000) | |
Gross Unrealized Gain | 0 | 20,000 | |
Estimated Fair Value | 8,140,000 | 11,556,000 | |
Level 2: | Commercial paper | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 1,200,000 | 1,495,000 | |
Gross Unrealized Loss | (1,000) | ||
Gross Unrealized Gain | 0 | ||
Estimated Fair Value | 1,200,000 | 1,494,000 | |
Level 2: | Corporate notes and bonds | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 1,241,000 | 6,044,000 | |
Gross Unrealized Loss | (22,000) | ||
Gross Unrealized Gain | 0 | ||
Estimated Fair Value | 1,241,000 | 6,022,000 | |
Level 2: | US Treasuries | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 5,699,000 | 3,013,000 | |
Gross Unrealized Loss | 0 | ||
Gross Unrealized Gain | 0 | 20,000 | |
Estimated Fair Value | $ 5,699,000 | 3,033,000 | |
Level 2: | US Government agencies | |||
Non-financial assets measured at fair value | |||
Amortized Cost | 1,007,000 | ||
Estimated Fair Value | $ 1,007,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of income tax (benefit) provision to taxes computed at U.S. federal statutory rates | ||||
Expense (benefit) for income taxes | $ (7) | $ 9 | $ 55 | $ 35 |
Income tax expense (benefit) as a percentage of pre-tax loss | (4.50%) | 0.40% | 5.30% | 0.60% |
Right-of-Use Assets and Lease_3
Right-of-Use Assets and Lease Liabilities (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2020USD ($) | Dec. 31, 2020USN ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USN ($) | Dec. 31, 2019USD ($) | Mar. 31, 2020USD ($) | |
Assets | ||||||||
Total operating lease right-of-use-assets | $ 11,856,000 | $ 11,856,000 | ||||||
Liabilities | ||||||||
Operating lease liabilities (short-term) | 2,205,000 | 2,205,000 | ||||||
Operating lease liabilities (long-term) | 10,817,000 | 10,817,000 | ||||||
Total lease liabilities | 13,022,000 | 13,022,000 | ||||||
Lease Costs | ||||||||
Lease costs | 688,000 | $ 654,000 | 2,000,000 | $ 1,900,000 | ||||
Variable lease costs | 0 | |||||||
Sublease income | $ 27 | $ 74 | ||||||
Restatement | ||||||||
Operating Lease | ||||||||
Impairment of lease | $ 294,000 | |||||||
Continuing operations | ||||||||
Assets | ||||||||
Total operating lease right-of-use-assets | $ 11,760,000 | $ 11,760,000 | ||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets | ||||||
Liabilities | ||||||||
Operating lease liabilities (short-term) | $ 2,107,000 | $ 2,107,000 | ||||||
Operating lease liabilities (long-term) | $ 10,507,000 | $ 10,507,000 | $ 11,638,000 | |||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | ||||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OperatingLeaseLiabilityNoncurrent | us-gaap:OperatingLeaseLiabilityNoncurrent | ||||||
Discontinued operation | ||||||||
Assets | ||||||||
Total operating lease right-of-use-assets | $ 96,000 | $ 96,000 | ||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets | ||||||
Liabilities | ||||||||
Operating lease liabilities (short-term) | $ 98,000 | $ 98,000 | ||||||
Operating lease liabilities (long-term) | $ 310,000 | $ 310,000 | ||||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LiabilitiesOfDisposalGroupIncludingDiscontinuedOperationCurrent | us-gaap:LiabilitiesOfDisposalGroupIncludingDiscontinuedOperationCurrent | ||||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLongTermDebtNoncurrent | us-gaap:OtherLongTermDebtNoncurrent | ||||||
Minimum | ||||||||
Operating Lease | ||||||||
Renewal option term | 1 year | 1 year | ||||||
Maximum | ||||||||
Operating Lease | ||||||||
Renewal option term | 5 years | 5 years |
Right-of-Use Assets and Lease_4
Right-of-Use Assets and Lease Liabilities - Supplemental Information (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2020USD ($) | |
Supplemental Information | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2,079 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 533 |
Weighted average remaining lease term (in years) | 6 years 2 months 12 days |
Weighted average discount rate | 5.00% |
Right-of-Use Assets and Lease_5
Right-of-Use Assets and Lease Liabilities - Undiscounted Cash Flows (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases | |
2021 | $ 745 |
2022 | 2,700 |
2023 | 2,457 |
2024 | 2,290 |
2025 | 2,072 |
Thereafter | 4,896 |
Total lease payments | 15,160 |
Less imputed interest | (2,138) |
Total lease liabilities | 13,022 |
Less current obligations under leases | (2,205) |
Lease liabilities | 10,817 |
Sublease Income | |
2021 | 28 |
2022 | 9 |
Total lease payments | 37 |
Net Operating Lease | |
2021 | 717 |
2022 | 2,691 |
2023 | 2,457 |
2024 | 2,290 |
2025 | 2,072 |
Thereafter | 4,896 |
Total lease payments | $ 15,123 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) shares in Thousands | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020plan$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Stock-Based Compensation | ||
Number of stock incentive plans | plan | 2 | |
Vested and expected to vest at the end of the period (in shares) | 5,800 | 5,800 |
Stock options | ||
Options | ||
Options outstanding at the beginning of the period (in shares) | 5,934 | |
Granted (in shares) | 736 | |
Exercised (in shares) | (462) | |
Forfeited (in shares) | (381) | |
Options outstanding at the end of the period (in shares) | 5,827 | 5,827 |
Weighted Average Exercise Price Per Share | ||
Options outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 3.99 | |
Granted (in dollars per share) | $ / shares | 4.80 | |
Exercised (in dollars per share) | $ / shares | 2.80 | |
Forfeited (in dollars per share) | $ / shares | 4.85 | |
Options outstanding at the end of the period (in dollars per share) | $ / shares | $ 4.11 | $ 4.11 |
2016 Plan | ||
Stock-Based Compensation | ||
Authorized for future issuance under stock incentive plans (in shares) | 842 | 842 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted stock units | 9 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares of common stock receivable upon vesting of each RSU (in shares) | 1 |
Number of Shares | |
Options outstanding at the beginning of the period (in shares) | 404,000 |
Granted (in shares) | 147,000 |
Vested (in shares) | (123,000) |
Forfeited (in shares) | (6,000) |
Options outstanding at the end of the period (in shares) | 422,000 |
Weighted Average Price Per Share | |
Options outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 5.16 |
Granted (in dollar per share) | $ / shares | 4.56 |
Vested (in dollars per share) | $ / shares | 5.18 |
Forfeited (in dollars per share) | $ / shares | 5.52 |
Options outstanding at the end of the period (in dollars per share) | $ / shares | $ 4.94 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Stock Units (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum achievement percentage | 2 | |
Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance period | 3 years | |
Service period | 3 years | |
Number of Shares | ||
Options outstanding at the beginning of the period (in shares) | 0 | 0 |
Granted (in shares) | 61 | |
Options outstanding at the end of the period (in shares) | 61 | |
Weighted Average Price Per Share | ||
Options outstanding at the beginning of the period (in dollars per share) | $ 0 | $ 0 |
Granted (in dollar per share) | 5.47 | |
Options outstanding at the end of the period (in dollars per share) | $ 5.47 | |
Minimum | Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 0.00% | |
Maximum | Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 160.00% | |
Executive officers | Performance Stock Units | ||
Number of Shares | ||
Granted (in shares) | 61 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | ||||
Total stock-based compensation | $ 740 | $ 654 | $ 2,014 | $ 2,049 |
Stock options | ||||
Stock-Based Compensation | ||||
Unrecognized compensation expense related to unvested stock options | 4,900 | $ 4,900 | ||
Weighted average period over which compensation expense is expected to be recognized | 2 years 10 months 24 days | |||
Restricted stock units | ||||
Stock-Based Compensation | ||||
Unrecognized compensation expense related to unvested RSUs | 1,400 | $ 1,400 | ||
Weighted average period over which compensation expense is expected to be recognized | 2 years 1 month 6 days | |||
Phantom Share Units (PSUs) | ||||
Stock-Based Compensation | ||||
Unrecognized compensation expense related to unvested RSUs | 37 | $ 37 | ||
Weighted average period over which compensation expense is expected to be recognized | 2 months 12 days | |||
Cost of revenues | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 55 | 29 | $ 148 | 96 |
Selling, general and administrative expense | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 656 | 512 | 1,803 | 1,627 |
Research and development expense | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 29 | 20 | 78 | 56 |
Restructuring costs | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 0 | 42 | ||
Income (loss) from discontinued operations before gain on sale, net of tax | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | $ 0 | $ 93 | $ (57) | $ 270 |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Stock-Based Compensation Plans (Details) $ in Thousands | Jan. 01, 2018USD ($)offering_Period | Dec. 31, 2020shares | Dec. 31, 2019shares | Dec. 31, 2020shares | Dec. 31, 2019shares |
Inducement Plan | |||||
Other Stock-Based Compensation Plans | |||||
Number of shares authorized (in shares) | 300,000 | 300,000 | |||
Granted (in shares) | 0 | ||||
ESPP | |||||
Other Stock-Based Compensation Plans | |||||
Purchase price of common stock (as a percent) | 95.00% | ||||
Number of offering periods | offering_Period | 2 | ||||
Duration of offering period (in months) | 6 months | ||||
Annual stock value | $ | $ 25 | ||||
Number of share repurchases | 0 | 42,944 | 41,679 | 91,383 | |
ESPP | Minimum | |||||
Other Stock-Based Compensation Plans | |||||
Employer matching contribution (as a percent) | 1.00% | ||||
ESPP | Maximum | |||||
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, shares in Thousands | Nov. 06, 2014 | Dec. 31, 2020 | Aug. 09, 2012 |
Stock Repurchase Program | |||
Number of shares acquired (in shares) | 2,458 | ||
Value of common stock repurchased | $ 4,300,000 | ||
Average price per share of common stock repurchased (in dollars per share) | $ 1.73 | ||
Value of common stock available for repurchase under current program | $ 1,700,000 | ||
August 2012 Program | |||
Stock Repurchase Program | |||
Increase in the authorized amount for repurchase of common stock | $ 3,000,000 | ||
August 2012 Program | Maximum | |||
Stock Repurchase Program | |||
Value of common stock approved under stock repurchase program | $ 3,000,000 |
Acquisitions (Details)
Acquisitions (Details) - AGI $ in Millions | Jul. 02, 2019USD ($)shares |
Purchased intangible assets | |
Purchase price | $ | $ 10.8 |
Number of shares held in escrow account (in shares) | shares | 114,943 |
Period in which shares held in escrow account | 18 months |
Acquisitions - AGI Purchase pri
Acquisitions - AGI Purchase price allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 | Jul. 02, 2019 |
Acquisition | |||
Goodwill | $ 28,348 | $ 20,590 | |
AGI | |||
Acquisition | |||
Cash | $ 664 | ||
Trade accounts receivable | 905 | ||
Unbilled accounts receivable | 347 | ||
Right-of-use assets | 863 | ||
Property and equipment | 357 | ||
Intangible assets | 3,710 | ||
Goodwill | 5,440 | ||
Other assets | 161 | ||
Total assets acquired | 12,447 | ||
Accounts payable | (378) | ||
Accrued payroll and related expenses | (426) | ||
Lease liabilities | (863) | ||
Total liabilities assumed | (1,667) | ||
Total purchase price | $ 10,780 |
Acquisitions - AGI Fair values
Acquisitions - AGI Fair values and useful lives of the identifiable intangible assets (Details) - AGI $ in Thousands | Jul. 02, 2019USD ($) |
Intangible Assets | |
Total intangible assets assumed | $ 3,710 |
Customer relationships | |
Intangible Assets | |
Total intangible assets assumed | $ 3,500 |
Weighted Average Useful Life | 6 years |
Non-compete agreement | |
Intangible Assets | |
Total intangible assets assumed | $ 210 |
Weighted Average Useful Life | 3 years |
Acquisitions - Acquisition-Rela
Acquisitions - Acquisition-Related Costs (Details) | Dec. 07, 2020USD ($) | Jul. 02, 2019USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) |
Acquisition | ||||||
Acquisition costs | $ 285,000 | $ 285,000 | ||||
AGI | ||||||
Acquisition | ||||||
Purchase price | $ 10,800,000 | |||||
Retention bonuses | $ 1,700,000 | |||||
Per share amount of granted shares (in dollars per share) | $ / shares | $ 5.22 | |||||
Amount of retention bonuses payable in cash | $ 570,000 | |||||
Vesting period | 3 years | |||||
Stock based compensation and salaries expense | $ 174,000 | $ 328,000 | $ 526,000 | $ 653,000 | ||
TrafficCast International | ||||||
Acquisition | ||||||
Purchase price | $ 17,675,000 | |||||
Payments to acquire businesses, gross | 15,000,000 | |||||
Consideration transferred, cash paid | $ 1,000,000 | |||||
Consideration transferred, earn out term | 2 years | 2 years | ||||
Number of operating segments | segment | 2 | |||||
Business combinations, revenue percentage from each line of business | 0.50 | |||||
Earnings or loss of acquiree since acquisition date, actual | $ 151,000 | |||||
TrafficCast International | Service revenues | ||||||
Acquisition | ||||||
Revenue of acquiree since acquisition date, actual | 659,000 | |||||
TrafficCast International | Product revenues | ||||||
Acquisition | ||||||
Revenue of acquiree since acquisition date, actual | $ 141,000 |
Acquisitions - TrafficCast Fair
Acquisitions - TrafficCast Fair Value of the consideration transferred (Details) - TrafficCast International $ in Thousands | Dec. 07, 2020USD ($) |
Acquisition | |
Cash | $ 15,000 |
Security hold back | 1,000 |
Acquisition-related liabilities | 1,075 |
Contingent consideration | 600 |
Total | $ 17,675 |
Acquisitions - TrafficCast Purc
Acquisitions - TrafficCast Purchase price allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 17, 2020 | Mar. 31, 2020 |
Purchased intangible assets | |||
Goodwill | $ 28,348 | $ 20,590 | |
TrafficCast International | |||
Purchased intangible assets | |||
Trade accounts receivable | $ 2,087 | ||
Unbilled accounts receivable | 596 | ||
Inventories | 896 | ||
Right-of-use assets | 193 | ||
Property and equipment | 233 | ||
Intangible assets | 9,500 | ||
Goodwill | 7,758 | ||
Other assets | 242 | ||
Total assets acquired | 21,505 | ||
Accounts payable | 1,045 | ||
Deferred revenue | 2,460 | ||
Lease liabilities | 193 | ||
Other liabilities | 132 | ||
Total liabilities assumed | 3,830 | ||
Total purchase price | $ 17,675 |
Acquisitions - TrafficCast Fa_2
Acquisitions - TrafficCast Fair values and useful lives of the identifiable intangible assets (Details) - TrafficCast International $ in Thousands | Dec. 17, 2020USD ($) |
Purchased intangible assets | |
Intangible assets | $ 9,500 |
Customer relationships | |
Purchased intangible assets | |
Intangible assets | $ 5,800 |
Weighted Average Useful Life | 7 years |
Technology | |
Purchased intangible assets | |
Intangible assets | $ 3,700 |
Weighted Average Useful Life | 4 years |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||||
Pro forma revenue | $ 30,537 | $ 30,881 | $ 94,770 | $ 91,738 |
Pro forma net income (loss) from continuing operations | $ (461) | $ (2,238) | $ 417 | $ (5,668) |
Pro forma net income (loss) per share from continuing operations: | ||||
Basic (in dollars per share) | $ (0.01) | $ (0.06) | $ 0.01 | $ (0.15) |
Diluted (in dollars per share) | $ (0.01) | $ (0.06) | $ 0.01 | $ (0.15) |
Business Segment Information -
Business Segment Information - Business Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | |
Business Segments | ||||
Number of reportable segments | segment | 2 | |||
Total revenues | $ 28,170 | $ 26,737 | $ 85,426 | $ 78,490 |
Segment income | (309) | (1,353) | 821 | (3,103) |
Segment income: | ||||
Business Segments | ||||
Total revenues | 28,170 | 26,737 | 85,426 | 78,490 |
Segment income | 4,681 | 4,156 | 15,434 | 12,220 |
Product revenues | ||||
Business Segments | ||||
Total revenues | 16,380 | 12,960 | 47,039 | 41,272 |
Product revenues | Segment income: | ||||
Business Segments | ||||
Total revenues | 16,380 | 12,960 | 47,039 | 41,272 |
Service revenues | ||||
Business Segments | ||||
Total revenues | 11,790 | 13,777 | 38,387 | 37,218 |
Service revenues | Segment income: | ||||
Business Segments | ||||
Total revenues | 11,790 | 13,777 | 38,387 | 37,218 |
Roadway Sensors | Segment income: | ||||
Business Segments | ||||
Total revenues | 14,063 | 11,423 | 41,589 | 36,786 |
Segment income | 2,702 | 1,487 | 8,896 | 6,043 |
Roadway Sensors | Product revenues | Segment income: | ||||
Business Segments | ||||
Total revenues | 13,966 | 11,351 | 41,252 | 36,602 |
Roadway Sensors | Service revenues | Segment income: | ||||
Business Segments | ||||
Total revenues | 97 | 72 | 337 | 184 |
Transportation Systems | Segment income: | ||||
Business Segments | ||||
Total revenues | 14,107 | 15,314 | 43,837 | 41,704 |
Segment income | 1,979 | 2,669 | 6,538 | 6,177 |
Transportation Systems | Product revenues | Segment income: | ||||
Business Segments | ||||
Total revenues | 2,414 | 1,609 | 5,787 | 4,670 |
Transportation Systems | Service revenues | Segment income: | ||||
Business Segments | ||||
Total revenues | $ 11,693 | $ 13,705 | $ 38,050 | $ 37,034 |
Business Segment Information _2
Business Segment Information - Reconciliation of Total Segment (Details) - USD ($) $ in Thousands | Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Segment income: | |||||
Operating (loss) income | $ (309) | $ (1,353) | $ 821 | $ (3,103) | |
Unallocated amounts: | |||||
Amortization of intangible assets | (376) | (230) | (836) | (527) | |
Restructuring charges | $ (1,500) | 0 | 0 | (619) | 0 |
Acquisition costs | (285) | (285) | |||
Segment income: | |||||
Segment income: | |||||
Operating (loss) income | 4,681 | 4,156 | 15,434 | 12,220 | |
Unallocated amounts: | |||||
Unallocated amounts: | |||||
Corporate expenses | (4,329) | (5,208) | (12,873) | (14,129) | |
Amortization of intangible assets | (376) | (230) | (836) | (527) | |
Restructuring charges | 0 | 0 | (619) | 0 | |
Acquisition costs | $ (285) | $ (71) | $ (285) | $ (667) |