Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | May 29, 2020 | Sep. 30, 2019 | |
Document and Entity Information | |||
Entity Registrant Name | ITERIS, INC. | ||
Entity Central Index Key | 0000350868 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 233,300,000 | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 40,732,994 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 14,217 | $ 7,071 |
Restricted cash | 146 | |
Short-term investments | 11,556 | 1,935 |
Trade accounts receivable, net of allowance for doubtful accounts of $802 and $539 at March 31, 2020 and 2019, respectively | 17,569 | 16,929 |
Unbilled accounts receivable | 10,352 | 6,487 |
Inventories | 3,040 | 2,916 |
Prepaid expenses and other current assets | 2,149 | 1,367 |
Total current assets | 59,029 | 36,705 |
Property and equipment, net | 1,942 | 1,965 |
Right-of-use assets | 13,044 | |
Intangible assets, net | 6,137 | 3,286 |
Goodwill | 20,590 | 15,150 |
Other assets | 1,215 | 849 |
Total assets | 101,957 | 57,955 |
Current liabilities: | ||
Trade accounts payable | 8,355 | 9,441 |
Accrued payroll and related expenses | 8,441 | 6,536 |
Accrued liabilities | 3,756 | 2,370 |
Deferred revenue | 5,963 | 4,883 |
Total current liabilities | 26,515 | 23,230 |
Deferred rent | 455 | |
Lease liabilities | 11,995 | |
Deferred income taxes | 190 | 65 |
Unrecognized tax benefits | 130 | 150 |
Total liabilities | 38,830 | 23,900 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Preferred stock, $1.00 par value: Authorized shares-2,000 Issued and outstanding shares-none | ||
Common stock, $0.10 par value: Authorized shares-70,000 at March 31, 2020 and March 31, 2019 Issued and outstanding shares-40,713 at March 31, 2020 and 33,377 at March 31, 2019 | 4,071 | 3,338 |
Additional paid-in capital | 176,209 | 142,260 |
Accumulated deficit | (117,153) | (111,543) |
Total stockholders' equity | 63,127 | 34,055 |
Total liabilities and stockholders' equity | $ 101,957 | $ 57,955 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Consolidated Balance Sheets | ||
Trade accounts receivable, allowance for doubtful accounts (in dollars) | $ 802 | $ 539 |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, authorized shares | 2,000,000 | 2,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, authorized shares | 70,000,000 | 70,000,000 |
Common stock, issued shares | 40,713,000 | 33,377,000 |
Common stock, outstanding shares | 40,713,000 | 33,377,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenues | $ 114,117,000 | $ 99,123,000 | $ 103,729,000 |
Total cost of revenues | 66,356,000 | 60,517,000 | 63,898,000 |
Gross profit | 47,761,000 | 38,606,000 | 39,831,000 |
Operating expenses: | |||
Selling, general and administrative | 44,383,000 | 38,471,000 | 37,400,000 |
Research and development | 8,597,000 | 7,819,000 | 7,945,000 |
Amortization of intangible assets | 757,000 | 275,000 | 88,000 |
Total operating expenses | 53,737,000 | 46,565,000 | 45,433,000 |
Operating loss | (5,976,000) | (7,959,000) | (5,602,000) |
Non-operating income (expense): | |||
Other income (expense), net | 297,000 | 50,000 | (16,000) |
Interest income, net | 229,000 | 129,000 | 32,000 |
Loss from continuing operations before income taxes | (5,450,000) | (7,780,000) | (5,586,000) |
(Provision) benefit for income taxes | (160,000) | (36,000) | 1,818,000 |
Loss from continuing operations | (5,610,000) | (7,816,000) | (3,768,000) |
Gain on sale of discontinued operation, net of tax | 242,000 | ||
Net loss | $ (5,610,000) | $ (7,816,000) | $ (3,526,000) |
Loss per share from continuing operations-basic and diluted | $ (0.14) | $ (0.23) | $ (0.12) |
Gain per share from sale of discontinued operation-basic and diluted | 0.01 | ||
Net loss per share-basic and diluted | $ (0.14) | $ (0.23) | $ (0.11) |
Shares used in basic per share calculations (in shares) | 39,012 | 33,266 | 32,776 |
Shares used in diluted per share calculations (in shares) | 39,012 | 33,266 | 32,776 |
Product | |||
Total revenues | $ 55,007,000 | $ 48,227,000 | $ 46,464,000 |
Total cost of revenues | 30,266,000 | 28,434,000 | 26,633,000 |
Service | |||
Total revenues | 59,110,000 | 50,896,000 | 57,265,000 |
Total cost of revenues | $ 36,090,000 | $ 32,083,000 | $ 37,265,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Mar. 31, 2017 | $ 3,249 | $ 136,968 | $ (99,993) | $ 40,224 |
Balance (in shares) at Mar. 31, 2017 | 32,488 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | $ 59 | 1,131 | 1,190 | |
Stock option exercises (in shares) | 591 | |||
Stock-based compensation | 1,781 | 1,781 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes | $ 10 | (158) | (148) | |
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 107 | |||
Net loss | (3,526) | (3,526) | ||
Balance at Mar. 31, 2018 | $ 3,318 | 139,722 | (103,519) | 39,521 |
Balance (in shares) at Mar. 31, 2018 | 33,186 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Adoption of ASU 2014-09 (see Note 1) | (208) | (208) | ||
Stock option exercises | $ 4 | 81 | 85 | |
Stock option exercises (in shares) | 43 | |||
Issuance of shares pursuant to Employee Stock Purchase Plan | $ 10 | 355 | 365 | |
Issuance of shares pursuant to Employee Stock Purchase Plan (in Shares) | 92 | |||
Stock-based compensation | 2,156 | 2,156 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes | $ 6 | (54) | (48) | |
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 56 | |||
Net loss | (7,816) | (7,816) | ||
Balance at Mar. 31, 2019 | $ 3,338 | 142,260 | (111,543) | $ 34,055 |
Balance (in shares) at Mar. 31, 2019 | 33,377 | 33,377 | ||
Increase (Decrease) in Stockholders' Equity | ||||
Stock option exercises | $ 12 | 244 | $ 256 | |
Stock option exercises (in shares) | 120 | |||
Issuance of shares pursuant to Employee Stock Purchase Plan | $ 9 | 361 | 370 | |
Issuance of shares pursuant to Employee Stock Purchase Plan (in Shares) | 91 | |||
Stock-based compensation | 2,785 | 2,785 | ||
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes | $ 7 | (22) | (15) | |
Issuance of shares pursuant to vesting of restricted stock units, net of payroll withholding taxes (in shares) | 73 | |||
Issuance of common stock in connection with public offering, net of costs | $ 618 | 26,133 | 26,751 | |
Issuance of common stock in connection with public offering (in shares) | 6,183 | |||
Issuance of common stock in connection with acquisition | $ 87 | 4,448 | 4,535 | |
Issuance of common stock in connection with acquisition (in shares) | 869 | |||
Net loss | (5,610) | (5,610) | ||
Balance at Mar. 31, 2020 | $ 4,071 | $ 176,209 | $ (117,153) | $ 63,127 |
Balance (in shares) at Mar. 31, 2020 | 40,713 | 40,713 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | |||
Net loss | $ (5,610,000) | $ (7,816,000) | $ (3,526,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Right-of-use asset non-cash expense | 1,772,000 | ||
Deferred income taxes | 105,000 | (18,000) | (660,000) |
Depreciation of property and equipment | 848,000 | 854,000 | 819,000 |
Stock-based compensation | 2,785,000 | 2,156,000 | 1,781,000 |
Amortization of intangible assets | 1,492,000 | 1,125,000 | 726,000 |
Gain on sale of discontinued operation, net of tax | (242,000) | ||
Loss on disposal of equipment | 16,000 | ||
Other | (60,000) | ||
Changes in operating assets and liabilities, net of effects of discontinued operation and acquisition: | |||
Trade accounts receivable | 265,000 | (4,063,000) | 1,433,000 |
Unbilled accounts receivable and deferred revenue | (2,438,000) | 457,000 | (166,000) |
Inventories | (124,000) | 5,000 | (671,000) |
Prepaid expenses and other assets | (987,000) | 902,000 | (693,000) |
Trade accounts payable and accrued expenses | (534,000) | 570,000 | 915,000 |
Operating lease liabilities | (1,341,000) | ||
Net cash used in operating activities | (3,827,000) | (5,828,000) | (268,000) |
Cash flows from investing activities | |||
Purchases of property and equipment | (468,000) | (486,000) | (1,079,000) |
Purchase of short term investments | (33,786,000) | (4,079,000) | (5,319,000) |
Maturities of investments | 24,225,000 | 7,463,000 | |
Capitalized software development costs | (633,000) | (660,000) | (2,936,000) |
Cash paid in business acquisition, net of cash acquired | (5,581,000) | ||
Net proceeds from sale of business segment | 107,000 | 511,000 | |
Net cash (used in) provided by investing activities | (16,243,000) | 2,345,000 | (8,823,000) |
Cash flows from financing activities | |||
Proceeds from stock option exercises | 256,000 | 85,000 | 1,190,000 |
Proceeds from ESPP purchases | 370,000 | 365,000 | |
Tax withholding payments for net share settlements of restricted stock unit | (15,000) | (48,000) | (148,000) |
Proceeds from issuance of common stock, net of costs | 26,751,000 | ||
Net cash provided by financing activities | 27,362,000 | 402,000 | 1,042,000 |
Increase (decrease) in cash, cash equivalents and restricted cash | 7,292,000 | (3,081,000) | (8,049,000) |
Cash, cash equivalents and restricted cash at beginning of period | 7,071,000 | 10,152,000 | 18,201,000 |
Cash, cash equivalents and restricted cash at end of period | 14,363,000 | 7,071,000 | 10,152,000 |
Supplemental cash flow information: | |||
Income taxes | 63,000 | 4,000 | 130,000 |
Supplemental schedule of non-cash investing and financing activities: | |||
Issuance of common stock for vested restricted stock units | 7,000 | $ 6,000 | 10,000 |
Issuance of common stock in connection with acquisition | 4,535,000 | ||
Lease liabilities arising from obtaining right-of-use assets | $ 581,000 | ||
Capitalized software development costs included in accounts payable and accrued expenses | 102,000 | ||
Landlord contribution for tenant improvements | $ 145,000 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Description of Business Iteris, Inc. (referred to collectively with its wholly-owned 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 solutions. Municipalities, government agencies, and other transportation infrastructure providers use our solutions 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 for more than two decades, we offer a comprehensive range of ITS technology solutions to our customers throughout the U.S. and internationally through a combination intellectual property, products, and SaaS offerings. Prior to the sale of our Agriculture and Weather Analytics segment in May 2020, we combined our intellectual property with enhanced atmospheric, land surface and agronomic modeling techniques to offer smart content and analytical solutions that provide analytical support to large enterprises in the agriculture industry, such as seed and crop protection companies, integrated food companies, and agricultural equipment manufacturers and service providers. We believe our products, solutions and services improve and safely optimize mobility within our communities, while minimizing environmental impact on the roads we travel. 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 always exploring strategic alternatives intended to optimize the value of all of our businesses. Iteris was incorporated in Delaware in 1987 and has operated in its current form since 2004. Recent Developments Public Offering and Acquisition of Albeck Gerken, Inc. On June 13, 2019, the Company completed an underwritten public offering of 6,182,797 shares of the Company's common stock for net proceeds to the Company of approximately $26.8 million, after deducting underwriting discounts and estimated offering expenses payable by the Company. The Company used approximately $6.2 million of the net proceeds of this offering to pay the cash portion of the purchase price in the acquisition of AGI, a privately-held professional transportation engineering services firm headquartered in Tampa, Florida (see Note 11 for further details on the acquisition of AGI), and plans to use the balance of the net proceeds for general corporate purposes and possibly for other future acquisitions. Coronavirus In March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus, COVID-19 ("the Pandemic"). The Pandemic is having an unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis, such as travel restrictions, quarantines and "stay-at-home" orders. The uncertainties caused by these events and actions include, but are not limited to, the adverse effect of the Pandemic on the economy, our vendors, our employees and customers and customer sentiment in general. Continued impacts of the Pandemic have materially adversely impacted global economic conditions, and could impact our business, results of operations and financial condition. The extent of the impact of the Pandemic on our business and financial results and volatility of our stock price will depend largely on future developments, including the duration of the spread of the outbreak, the impact on capital and financial markets and the related impact on the financial circumstances of our customers, all of which are highly uncertain and cannot be reasonably estimated as of this report. Sale of Segment On May 5, 2020, pursuant to an Asset Purchase Agreement (the "Purchase Agreement") entered in on May 2, 2020, the Company sold the assets of its Agriculture and Weather Analytics segment, composed of its ClearAg and ClearPath Weather product lines, to DTN, LLC ("DTN"), an operating company of TBG AG, a Swiss-based holding company. As of March 31, 2020, the Company determined that Agriculture and Weather Analytics did not meet the held for sale classification criteria under Accounting Standard Codification Topic 360 ("ASC 360"), and as such, Agriculture and Weather Analytics assets and liabilities as of March 31, 2020, and the results of operations for all periods presented are not classified as held for sale and are included in continuing operations in the consolidated financial statements. See Note 14 for further details on the sale of the Agriculture and Weather Analytics segment. Basis of Presentation Our consolidated financial statements include the accounts of Iteris, Inc. and all its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in the preparation of the consolidated financial statements include the collectability of accounts receivable and related allowance for doubtful accounts, projections of taxable income used to assess realizability of deferred tax assets, warranty reserves, costs to complete long-term contracts, indirect cost rates used in cost plus contracts, the valuation of purchased intangible assets and goodwill, the valuation of equity instruments, estimates of future cash flows used to assess the recoverability of long-lived assets and the impairment of goodwill, and fair value of our stock option awards used to calculate the stock-based compensation. Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to our customers, in a gross amount that reflects the consideration that we expect to be entitled to in exchange for those goods or services. We generate all of our revenue from contracts with customers. Product revenue related contracts with customers begin when we acknowledge a purchase order for a specific customer order of product to be delivered in the near term. These purchase orders are short-term in nature. Product revenue is recognized at a point in time upon shipment or upon customer receipt of the product, depending on shipping terms. The Company determined that this method best represents the transfer of goods as transfer of control typically occurs upon shipment or upon customer receipt of the product. Service revenues, primarily derived from the Transportation Systems and Agriculture and Weather Analytics segments, are primarily from long-term engineering and consulting service contracts with governmental agencies. These contracts generally include performance obligations in which control is transferred over time. We recognize revenue on fixed fee contracts, over time, using the proportion of actual costs incurred to the total costs expected to complete the contract performance obligation. The Company determined that this method best represents the transfer of services as the proportion closely depicts the efforts or inputs completed towards the satisfaction of a fixed fee contract performance obligation. Time & Materials (“T&M”) and Cost Plus Fixed Fee (“CPFF”) contracts are considered variable consideration. However, performance obligations with these fee types qualify for the “Right to Invoice” Practical Expedient. Under this practical expedient, the Company is allowed to recognize revenue, over time, in the amount to which the Company has a right to invoice. In addition, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each reporting period. The Company determined that this method best represents the transfer of services as, upon billing, the Company has a right to consideration from a customer in an amount that directly corresponds with the value to the customer of the Company’s performance completed to date. Service revenues also consist of revenues derived from maintenance and support, as well as the use of the Company’s service platforms and APIs on a subscription basis. We generate this revenue from fees for maintenance and support, monthly active user fees, software-as-a-service (“SaaS”) fees, and hosting and storage fees. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a time-based measure of progress to the total transaction price, which results in ratable recognition over the term of the contract. The Company determined that this method best represents the transfer of services as the customer obtains equal benefit from the service throughout the service period. The Company accounts for individual goods and services separately if they are distinct performance obligations, which often requires significant judgment based upon knowledge of the products and/or services, the solution provided and the structure of the sales contract. In SaaS agreements, we provide a service to the customer which combines the software functionality, maintenance and hosting into a single performance obligation. In product related contracts, a purchase order may contain different products, each constituting a separate performance obligation. We generally estimate variable consideration at the most likely amount to which we expect to be entitled and in certain cases based on the expected value, which requires judgment. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We review and update these estimates on a quarterly basis. The Company’s typical performance obligations include the following: When Performance How Standalone Obligation is Typically When Payment is Selling Price is Performance Obligation Satisfied Typically Due Typically Estimated Product Revenues Standard purchase orders for Upon shipment (point in Within 30 days of Observable transactions Engineering services where As work is performed Within 30 days of services Estimated using a cost-plus Service Revenues Engineering and consulting As work is performed Within 30 days of services Estimated using a cost-plus SaaS Over the course of the At the beginning of the Estimated using a cost-plus 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 for our revenue by reportable segment. Trade Accounts Receivable and Contract Balances We classify our right to consideration in exchange for goods and services as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). We present such receivables in trade accounts receivable, net in our consolidated balance sheet at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. If warranted, the allowance is increased by the Company’s provision for doubtful accounts, which is charged against income. All recoveries on receivables previously charged off are included in income, while direct charge-offs of receivables are deducted from the allowance. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets are presented as unbilled accounts receivable on the accompanying balance sheet. For example, we would record a contract asset if we record revenue on a professional services engagement, but are not entitled to bill until we achieve specified milestones. Our contract assets and refund liabilities are reported in a net position on a contract basis at the end of each reporting period. Refund liabilities are consideration received in advance of the satisfaction of performance obligations. Contract Fulfillment Costs The Company evaluates whether or not we should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. As of March 31, 2020 and 2019, there was approximately $1,236,000 and $172,000, respectively, of contract fulfillment costs which are presented in the accompanying 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 March 31, 2020 and 2019, the aggregate amount of transaction price allocated to remaining performance obligations was immaterial primarily as a result of termination provisions within our contracts which make the duration of the accounting term of the contract one year or less. Practical Expedients and Exemptions T&M and CPFF contracts are considered variable consideration. However, performance obligations with an underlying fee type of T&M or CPFF qualify for the “Right to Invoice” Practical Expedient under ASC 606-10-55-18. Under this practical expedient, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each reporting period. The Company utilizes the practical expedient under ASC 606-10-50-14 of not disclosing information about its remaining performance obligations for contracts with an original expected duration (i.e., contract term, determined based on the analysis of termination provisions described above) of 12 months or less. The Company pays sales commissions on certain sales contracts. These costs are accrued in the same period that the revenues are recorded. Using the practical expedient under ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining a contract as an expense when incurred since the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company utilizes the practical expedient under ASC 606-10-25-18B to account for shipping and handling as fulfillment costs, and not a promised service (a revenue element). Shipping and handling costs are included as cost of revenues in the period during which the products ship. The Company excludes from the transaction price all sales taxes that are assessed by a governmental authority and that are imposed on and concurrent with a specific revenue-producing transaction and collected from a customer (for example, sales, use, value added, and some excise taxes). This employs the practical expedient under ASC 606-10-32-2A. Sales taxes are presented on a net basis (excluded from revenues) in the Company’s consolidated statements of operations. Deferred Revenue Deferred revenue in the accompanying consolidated balance sheets is comprised of refund liabilities related to billings and consideration received in advance of the satisfaction of performance obligations. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Cash and cash equivalents consist primarily of demand deposits and money market funds maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with high quality financial institutions, and therefore are believed to have minimal credit risk. Our accounts receivable are primarily derived from billings with customers located throughout North America, as well as in Europe, South America and Asia. We generally do not require collateral or other security from our domestic customers. We maintain an allowance for doubtful accounts for potential credit losses, which losses have historically been within management’s expectations. We currently have, and historically have had, a diverse customer base. For the fiscal year ended March 31, 2020 ("Fiscal 2020"), no individual customer represented greater than 10% of our total revenues. For the fiscal years ended March 31, 2019 ("Fiscal 2019") and March 31, 2018 (“Fiscal 2018”), one individual customer represented approximately 24% and 22%, respectively, of our total revenues. As of March 31, 2020 and 2019, no individual customer represented greater than 10% of our total accounts receivable. Fair Values of Financial Instruments The fair value of cash equivalents, receivables, accounts payable and accrued expenses approximate carrying value because of the short period of time to maturity. Our investments are measured at fair value on a recurring basis. The framework for measuring fair value and related disclosure requirements about fair value measurements are provided in ASC 820, Fair Value Measurements ("ASC 820"). This pronouncement defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy proscribed by ASC 820 contains three levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash and short‑term investments with initial maturities of 90 days or less. Restricted cash as of March 31, 2020 consisted of $146,000 related to cash restricted for shares purchased under the Employee Stock Purchase Plan ("ESPP") (see Note 9 for further details on the ESPP). Cash, cash equivalents and restricted cash presented in the accompanying statements of cash flows consist of the following (in thousands): Year Ended March 31, 2020 2019 Cash and cash equivalents $ 14,217 $ 7,071 Restricted cash 146 — $ 14,363 $ 7,071 Investments The Company’s investments are classified as either held-to-maturity, available-for-sale or trading, in accordance with ASC 320. Held-to-maturity securities are those securities that the Company has the positive intent and ability to hold until maturity. Trading securities are those securities that the Company intends to sell in the near term. All other securities not included in the held-to-maturity or trading category are classified as available-for-sale. Held-to-maturity securities are recorded at amortized cost which approximates fair market value. Trading securities are carried at fair value with unrealized gains and losses charged to earnings. Available-for-sale securities are carried at fair value with unrealized gains and losses recorded within accumulated other comprehensive loss as a separate component of stockholders’ equity. 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 4). As of March 31, 2020, all of our investments are available-for-sale. Under 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 to eight years. Leasehold improvements are depreciated over the term of the related lease or the estimated useful life of the improvement, whichever is shorter. Intangible Assets Intangible assets with determinable economic lives are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful life of each asset on a straight-line basis. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company's long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset and other economic factors, including competition and specific market conditions. Goodwill and Long‑Lived Assets The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. We perform an annual qualitative assessment of our goodwill during the fourth fiscal quarter, or more frequently, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in overall industry demand, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is required, if otherwise, we compare the fair value of our reporting unit to its carrying value, including goodwill. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. We monitor the indicators for goodwill impairment testing between annual tests. As of March 31, 2020 and 2019, we determined that no adjustments to the carrying value of goodwill were required. We test long‑lived assets and purchased intangible assets (other than goodwill) for impairment if we believe indicators of impairment exist. We determine whether the carrying value of an asset or asset group is recoverable, based on comparisons to undiscounted expected future cash flows the asset or asset group is expected to generate. If an asset is not recoverable, we record an impairment loss equal to the amount by which the carrying value of the asset exceeds its fair value. We primarily use the income valuation approach to determine the fair value of our long lived assets and purchased intangible assets. As of March 31, 2020 and 2019, there was no impairment to our long-lived and intangible assets. Income Taxes We utilize the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more‑likely‑than‑not that some or all of the deferred tax assets will not be realized, which increases our income tax expense in the period such determination is made. As such, we determined it was appropriate to record a full valuation allowance against our deferred tax assets. We will continuously reassess the appropriateness of maintaining a valuation allowance. Income tax positions must meet a more‑likely‑than‑not recognition threshold to be recognized. Income tax positions that previously failed to meet the more‑likely‑than‑not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more‑likely‑than‑not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. Stock‑Based Compensation We record stock-based compensation in our consolidated statements of operations as an expense, based on the estimated grant date fair value of our stock-based awards, whereby such fair values are amortized over the requisite service period. Our stock-based awards are currently comprised of common stock options and restricted stock units. The fair value of our common stock option awards is estimated on the grant date using the Black-Scholes-Merton option-pricing formula. While utilizing this model meets established requirements, the estimated fair values generated by it may not be indicative of the actual fair values of our common stock option awards as it does not consider certain factors important to those awards to employees, such as continued employment and periodic vesting requirements, as well as limited transferability. The fair value of our restricted stock units is based on the closing market price of our common stock on the grant date. If there are any modifications or cancellations of the underlying unvested stock-based awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Research and Development Expenditures Research and development expenditures are charged to expense in the period incurred. Shipping and Handling Costs Shipping and handling costs are included as cost of revenues in the period during which the products ship. Sales Taxes Sales taxes are presented on a net basis (excluded from revenues) in the consolidated statements of operations. Right-of-Use Assets and Lease Liabilities We determine if an arrangement contains a lease at inception and determine the classification of the lease, as either operating or finance, at commencement. Right-of-use assets and lease liabilities are recorded based on the present value of future lease payments which factors in certain qualifying initial direct costs incurred as well as any lease incentives received. If an implicit rate is not readily determinable, we utilize inputs from third-party lenders to determine the appropriate discount rate. Lease expense for operating lease payments are recognized on a straight-line basis over the lease term. Finance leases incur interest expense using the effective interest method in addition to amortization of the leased asset on straight-line basis, both over the applicable lease term. Lease terms may factor in options to extend or terminate the lease. We adhere to the short-term lease recognition exemption for all classes of assets (i.e. facilities and equipment). As a result, leases with an initial term of twelve months or less are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. In addition, for certain equipment leases, we account for lease and non-lease components, such as services, as a single lease component as permitted. Warranty We generally provide a one to three year warranty from the original invoice date on all products, materials and workmanship. Products sold to various original equipment manufacturer customers sometimes carry longer warranties. Defective products will be either repaired or replaced, usually at our option, upon meeting certain criteria. We accrue a provision for the estimated costs that may be incurred for product warranties relating to a product as a component of cost of sales at the time revenue for that product is recognized. The accrued warranty reserve is included within accrued liabilities in the accompanying consolidated balance sheets. We do not provide any service-type warranties. Repair and Maintenance Costs We incur repair and maintenance costs in the normal course of business. Should the repair or maintenance result in a permanent improvement to one of our leased facilities, the cost is capitalized as a leasehold improvement and amortized over its useful life or the remainder of the lease period, whichever is shorter. Non‑permanent repair and maintenance costs are charged to expense as incurred. Comprehensive Loss The difference between net loss and comp |
Supplementary Financial Informa
Supplementary Financial Information | 12 Months Ended |
Mar. 31, 2020 | |
Supplementary Financial Information | |
Supplementary Financial Information | 2. Supplementary Financial Information Inventories The following table presents details regarding our inventories: March 31, 2020 2019 (In thousands) Materials and supplies $ 1,380 $ 1,517 Work in process 162 356 Finished goods 1,498 1,043 $ 3,040 $ 2,916 Property and Equipment, net The following table presents details of our property and equipment, net: March 31, 2020 2019 (In thousands) Equipment $ 7,134 $ 6,444 Leasehold improvements 3,009 2,939 Accumulated depreciation (8,201) (7,418) $ 1,942 $ 1,965 Depreciation expense was approximately $848,000, $854,000 and $819,000 in Fiscal 2020, Fiscal 2019 and Fiscal 2018, respectively. Approximately $291,000, $286,000 and $288,000 of the depreciation expense was recorded to cost of revenues, and approximately $557,000, $568,000 and $531,000 was recorded to operating expenses in Fiscal 2020, Fiscal 2019 and Fiscal 2018, respectively, in the consolidated statements of operations. Intangible Assets The following table presents details regarding our intangible assets: March 31, 2020 March 31, 2019 Gross Gross Carrying Accumulated Net Book Carrying Accumulated Net Book Amount Amortization Value Amount Amortization Value (In thousands) Technology $ 1,856 $ (1,856) $ — $ 1,856 $ (1,856) $ — Customer contracts / relationships 4,250 (1,188) 3,062 750 (750) — Trade names and non-compete agreements 1,320 (1,163) 157 1,110 (1,110) — Capitalized software development costs 6,400 (3,482) 2,918 5,768 (2,482) 3,286 Total $ 13,826 $ (7,689) $ 6,137 $ 9,484 $ (6,198) $ 3,286 Amortization expense for intangible assets subject to amortization was approximately $1.5 million, $1.1 million and $726,000 for Fiscal 2020, Fiscal 2019 and Fiscal 2018, respectively. Approximately $736,000, $850,000 and $638,000 of the intangible asset amortization was recorded to cost of revenues, and approximately $757,000, $275,000 and $88,000 was recorded to amortization expense for Fiscal 2020, Fiscal 2019 and Fiscal 2018, respectively, in the consolidated statements of operations. The weighted average remaining useful lives of the intangible assets as of March 31, 2020 is 5.3 years. We do not have any intangible assets with indefinite useful lives. Our net customer contracts/relationships have a useful life of 6 years beginning Fiscal 2020. Our net tradenames and non-compete agreements have a useful life of 3 years beginning Fiscal 2020. Our net capitalized software development costs of approximately $2.9 million and $3.3 million primarily consisted of our Oracle Enterprise Resource Planning (“ERP”) system design and implementation of approximately $1.9 million and $2.2 million as of March 31, 2020 and 2019, respectively, which has a useful life of 10 years beginning Fiscal 2019. As of March 31, 2020, the future estimated amortization expense is as follows: Year Ending March 31, (In thousands) 2021 $ 1,419 2022 1,234 2023 1,010 2024 879 2025 849 Thereafter 746 $ 6,137 Goodwill The following table presents the carrying value of our goodwill by reportable segments for Fiscal 2018, Fiscal 2019 and Fiscal 2020: Roadway Transportation Ag & Weather Sensors Systems Analytics Total (In thousands) Balance—March 31, 2018 Goodwill $ 8,214 $ 14,906 $ 2,168 $ 25,288 Accumulated impairment losses — (7,970) (2,168) (10,138) $ 8,214 $ 6,936 $ — $ 15,150 Balance—March 31, 2019 Goodwill $ 8,214 $ 14,906 $ 2,168 $ 25,288 Accumulated impairment losses — (7,970) (2,168) (10,138) $ 8,214 $ 6,936 $ — $ 15,150 Balance—March 31, 2020 Goodwill $ 8,214 $ 14,906 $ 2,168 $ 25,288 Acquired goodwill (see Note 11) — 5,440 — 5,440 Accumulated impairment losses — (7,970) (2,168) (10,138) $ 8,214 $ 12,376 $ — $ 20,590 Warranty Reserve Activity The following table presents activity with respect to the warranty reserve: Year Ended March 31, 2020 2019 2018 (In thousands) Balance at beginning of fiscal year $ 463 $ 403 $ 278 Additions charged to cost of sales 649 647 623 Warranty claims (696) (587) (498) Balance at end of fiscal year $ 416 $ 463 $ 403 Earnings Per Share The following table sets forth the computation of basic and diluted loss from continuing operations per share: Year Ended March 31, 2020 2019 2018 (In thousands, except per share amounts) Numerator: Loss from continuing operations $ (5,610) $ (7,816) $ (3,768) Gain on sale of discontinued operation, net of tax — — 242 Net loss $ (5,610) $ (7,816) $ (3,526) Denominator: Weighted average common shares used in basic and diluted computation 39,012 33,266 32,776 Loss from continuing operations per share: Basic $ (0.14) $ (0.23) $ (0.12) Diluted $ (0.14) $ (0.23) $ (0.12) The following instruments were excluded for purposes of calculating weighted average common share equivalents in the computation of diluted loss per share from continuing operations as their effect would have been anti‑dilutive: Year Ended March 31, 2020 2019 2018 (In thousands) Stock options 6,190 5,056 3,917 Restricted stock units 110 12 228 |
Sale of Vehicle Sensors
Sale of Vehicle Sensors | 12 Months Ended |
Mar. 31, 2020 | |
Sale of Vehicle Sensors | |
Sale of Vehicle Sensors | 3. Sale of Vehicle Sensors On July 29, 2011, we completed the sale (the "Asset Sale") of substantially all of our assets used in connection with our prior Vehicle Sensors segment to Bendix Commercial Vehicle Systems LLC (“Bendix”), a member of Knorr Bremse Group. In connection with the Asset Sale, we are entitled to additional consideration in the form of the following performance and royalty related earn‑outs: Bendix was obligated to pay us an amount in cash equal to 85% of revenue associated with royalties received under our license and distribution agreements with Audiovox Electronics Corporation and Valeo Schalter and Sensoren GmbH through December 31, 2017, subject to certain reductions and limitations set forth in the asset purchase agreement. From the date of the Asset Sale, through March 31, 2019, we received approximately $2.7 million in connection with royalty‑related earn‑outs provisions for a total of $18 million in cash received from the Asset Sale. In accordance with applicable accounting guidance, we determined that the Vehicle Sensors segment, which constituted one of our operating segments, qualified as a discontinued operation. For the fiscal years ended March 31, 2020, March 31, 2019, and 2018, we recorded a gain on sale of discontinued operation of approximately $0, $0 and $242,000, respectively, net of tax, related to the earn-out provisions of the asset purchase agreement. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements We measure fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are based on a three‑tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. We did not have any material financial assets or liabilities measured at fair value on a recurring basis using Level 3 inputs as of March 31, 2020 or 2019. Our non-financial assets, such as goodwill, intangible assets, property and equipment, and acquired assets and liabilities assumed are measured at fair value on a non-recurring basis, generally when there is a transaction involving those assets such as a purchase transaction, a business combination or an adjustment for impairment. In Fiscal 2020, Fiscal 2019 and Fiscal 2018, Level 3 inputs were used to evaluate the fair value of our goodwill in our two reporting units that had goodwill balances. No other non-financial assets were measured at fair value during the fiscal years ended March 31, 2020, March 31, 2019 and March 31, 2018. The following tables present the Company’s financial assets that are recorded at fair value on a recurring basis, segregated among the appropriate levels within the fair value hierarchy: As of March 31, 2020 (In thousands) Gross Gross Amortized Unrealized Unrealized Estimated Fair Cost Loss Gain Value 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 As of March 31, 2019 (In thousands) Gross Gross Amortized Unrealized Unrealized Estimated Fair Cost Loss Gain Value Level 1: Money market funds $ 3,338 $ — $ — $ 3,338 Subtotal 3,338 — — 3,338 Level 2: Commercial paper — — — Corporate notes and bonds 1,434 (1) — 1,433 US Treasuries 502 — — 502 Subtotal 1,936 (1) — 1,935 Total $ 5,274 $ (1) $ — $ 5,273 Unrealized losses related to these investments are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell, and it is not more likely than not that we would be required to sell, these investments before recovery of their cost basis. As a result, there is no other-than-temporary impairment for these investments as of March 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2020 | |
Income Taxes | |
Income Taxes | 5. Income Taxes The components of current and deferred federal and state income tax (benefits) provision are as follows: Year Ended March 31, 2020 2019 2018 (In thousands) Loss from continuing operations before income taxes $ (5,450) $ (7,780) $ (5,586) Current income tax provision: Federal — — 3 State 34 36 45 Total current tax provision 34 36 48 Deferred income tax benefit: Federal 105 — (1,849) State 21 — (17) Total deferred benefit provision 126 — (1,866) Provision (benefit) for income taxes on continued operations 160 36 (1,818) Loss from continuing operations, net of taxes $ (5,610) $ (7,816) $ (3,768) The reconciliation of our income tax (benefit) provision to taxes computed at U.S. federal statutory rates is as follows: Year Ended March 31, 2020 2019 2018 (In thousands) Benefit for income taxes at statutory rates $ (1,095) $ (1,634) $ (1,720) Change in federal tax rate — — 4,134 State income taxes net of federal benefit (198) (620) (255) Tax credits (658) (343) (567) Compensation charges 151 199 (324) Change in valuation allowance 1,913 2,385 (3,153) Other 47 49 67 Provision (benefit) for income taxes $ 160 $ 36 $ (1,818) The components of deferred tax assets and liabilities are as follows: March 31, 2020 2019 (In thousands) Deferred tax assets: Net operating losses $ 4,284 $ 5,335 Capitalized R&D 3,520 2,347 Credit carry forwards 3,510 2,806 Deferred compensation and payroll 2,304 1,655 Bad debt allowance and other reserves 656 618 Deferred rent — 202 Operating leases 219 — Property and equipment 60 139 Other, net 556 309 Total deferred tax assets 15,109 13,411 Valuation allowance (14,163) (12,250) Total deferred tax assets, net of valuation allowance 946 1,161 Deferred tax liabilities: Acquired intangibles (596) (759) Goodwill (540) (467) Total deferred tax liabilities (1,136) (1,226) Net deferred tax liabilities $ (190) $ (65) At March 31, 2020, we had $551,000 in federal alternative minimum tax credit carryforwards, which were classified as a current income tax receivable included in the prepaid expenses and other current assets in the accompanying consolidated balance sheet. We also had $2.5 million in federal research credits that begin to expire in 2031 and $1.3 million in state tax credits that begin to expire in 2023. We had $10.7 million of federal net operating loss carryforwards at March 31, 2020 that do not expire as a result of recent tax law changes. We had $7.3 million of federal net operating loss carryforwards at March 31, 2020 that begin to expire in 2038. We also had $8.7 million of state net operating loss carryforwards at March 31, 2020 that begin to expire in 2036. In assessing the realizability of our deferred tax assets, we review all available positive and negative evidence, including reversal of deferred tax liabilities, potential carrybacks, projected future taxable income, tax planning strategies and recent financial performance. As the Company has sustained a cumulative pre-tax loss over the trailing three years, we considered it appropriate to maintain valuation allowances of $14.2 million and $12.3 million against our deferred tax assets at March 31, 2020 and 2019, respectively. We will continuously reassess the appropriateness of maintaining a valuation allowance. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the Pandemic. The CARES Act contains numerous income tax provisions, such as relaxing limitations on the deductibility of interest and the use of net operating losses arising in taxable years beginning after December 31, 2017. The CARES Act allows net operating losses incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The income tax provisions of the CARES Act had an immaterial impact on our current taxes, deferred taxes, and uncertain tax positions of the Company. Unrecognized Tax Benefits As of March 31, 2020 and 2019, our gross unrecognized tax benefits were approximately $952,000 and $687,000, respectively, of which approximately $861,000, and $580,000, respectively, are netted against certain noncurrent deferred tax assets. The amounts that would affect our effective tax rate if recognized are approximately $840,000 and $609,000, respectively. A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows: Year Ended March 31, 2020 2019 2018 (In thousands) Gross unrecognized tax benefits at beginning of year $ 687 $ 586 $ 426 Increases for tax positions taken in prior years 101 2 62 Decreases for tax positions taken in prior years — — — Increases for tax positions taken in the current year 180 116 122 Lapse in statute of limitations (16) (17) (24) Gross unrecognized tax benefits at March 31 $ 952 $ 687 $ 586 We do not anticipate a significant change in gross unrecognized tax benefits within the next twelve months. We are subject to taxation in the U.S. and various state tax jurisdictions. We are subject to U.S. federal tax examination for fiscal tax years ended March 31, 2017 or later, and state and local income tax examination for fiscal tax years ended March 31, 2016 or later. However, if net operating loss carryforwards that originated in earlier tax years are utilized in the future, the amount of such NOLs from such earlier years remain subject to review by tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 6. Commitments and Contingencies Litigation and Other Contingencies As a provider of traffic engineering services, hardware products, software and other various solutions for the traffic and agricultural industries, the Company is, and may in the future from time to time, be involved in litigation relating to claims arising out of its operations in the normal course of business. While the Company cannot accurately predict the outcome of any such litigation, the Company is not a party to any legal proceeding, the outcome of which, in management’s opinion, individually or in the aggregate, would have a material effect on the Company’s consolidated results of operations, financial position or cash flows. Related Party Transaction We previously subleased office space to Maxxess Systems, Inc. (“Maxxess”), one of our former subsidiaries that we sold in September 2003. The sublease terminated in September 2007, at which time Maxxess owed us an aggregate of $274,000. Maxxess executed a promissory note for such amount, which was subsequently amended and restated on July 23, 2013, August 11, 2016 and on August 11, 2018. The amended and restated note bears interest at a rate of 6% per annum, compounded annually, with accrued interest payable annually on the first business day of each calendar year. When authorized by the Company, Maxxess may pay down the balance of this note by providing consulting services to Iteris. We had previously fully reserved for amounts owed to us by Maxxess. During Fiscal 2020, the full amount due was paid to the Company, and a gain of approximately $146,000 was recognized in other income on the accompanying consolidated statements of operations. As of March 31, 2020, no amounts are outstanding and payable to Iteris. Maxxess is currently owned by an investor group that includes, among others, two former Iteris directors, who have not been directors of Iteris since September 2013 and March 2020. These former directors currently own less than 2% of Maxxess’ capital stock. |
Right-of-Use Assets and Lease L
Right-of-Use Assets and Lease Liabilities | 12 Months Ended |
Mar. 31, 2020 | |
Right-of-Use Assets and Lease Liabilities | |
Right-of-Use Assets and Lease Liabilities | 7. Right-of-Use Assets and Lease Liabilities We have various operating leases for our offices, office equipment and vehicles in the United States. These leases expire at various times through 2029. Certain lease agreements contain renewal options from 1 to 5 years, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate. Through March 31, 2019, we recognized rent expense related to operating leases on a straight-line basis over the lease term and, accordingly, recorded the difference between rent payments and rent expense as a deferred rent liability. Effective April 1, 2019, we adopted ASU 2016-02, Leases, or ASC 842. The table below presents lease-related assets and liabilities recorded on the consolidated balance sheet as follows: Classification March 31, 2020 (In thousands) Assets Operating lease right-of-use-assets Right-of-use assets $ 13,044 Liabilities Operating lease liabilities (short-term) Accrued liabilities $ 1,935 Operating lease liabilities (long-term) Lease liabilities 11,995 Total lease liabilities $ 13,930 Lease Costs For Fiscal 2020, Fiscal 2019 and Fiscal 2018, lease costs totaled approximately $2.6 million, $1.9 million and $1.8 million, respectively. The Company currently has no variable lease costs. Supplemental Information The table below presents supplemental information related to operating leases during the fiscal year ended March 31, 2020 (in thousands, except weighted average information): Cash paid for amounts included in the measurement of operating lease liabilities $ 2,608 Right-of-use assets obtained in exchange for new operating lease liabilities $ 581 Weighted average remaining lease term 7.0 Weighted average discount rate 5.0 % Undiscounted Cash Flows The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the consolidated balance sheet as of March 31, 2020: Fiscal Year Ending March 31, (In thousands) 2021 $ 2,577 2022 2,457 2023 2,326 2024 2,248 2025 2,062 Thereafter 4,852 Total lease payments 16,522 Less imputed interest (2,592) Present value of future lease payments 13,930 Less current obligations under leases (1,935) Long-term lease obligations $ 11,995 Disclosure Related to Periods Prior to Adoption of New Lease Standard Minimum lease payments under operating leases with non-cancelable terms in excess of one year as of March 31, 2019, were as follows: Fiscal Year Ending March 31, (In thousands) 2020 $ 2,408 2021 2,150 2022 1,981 2023 548 2024 177 Thereafter — Total minimum lease payments $ 7,264 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 8. Stockholders’ Equity Preferred Stock Our certificate of incorporation provides for the issuance of up to 2,000,000 shares of preferred stock. Our Board of Directors is authorized to issue from time to time such authorized but unissued shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each such series, including the dividend, conversion, voting, redemption and liquidation rights. As of March 31, 2020 and 2019, there were no outstanding shares of preferred stock, and we do not currently have plans to issue any shares of preferred stock. In August 2009, our Board of Directors adopted a stockholder rights plan, which calls for preferred stock purchase rights (each, a “Right”) to be distributed, as a dividend, at the rate of one Right for each share of common stock held as of September 3, 2009. Each Right will entitle holders of common stock to buy one one-thousandth of one share of Series A Junior Participating Preferred Stock of Iteris. A further description and terms of the Rights are set forth in the Rights Agreement dated August 20, 2009 (as amended in August 2012) by and between Iteris and Computershare Trust Company, N.A. (“Computershare”), as rights agent. In connection with the stockholder rights plan, our Board of Directors approved the adoption of a Certificate of Designations, which created the Series A Junior Participating Preferred Stock, and likewise authorized the filing of a Certification of Elimination to eliminate the two series of junior participating preferred stock, which were originally created in April 1998 in connection with our previous stockholder rights plan which expired in 2008. Effective on September 28, 2018, an amendment was entered into by and between Iteris and Computershare to accelerate the expiration of the Rights from August 20, 2019 to September 28, 2019, wherein all of the Rights distributed to the holders of the Company’s common stock pursuant to the Rights Agreement expired. Common Stock Reserved for Future Issuance The following summarizes common stock reserved for future issuance at March 31, 2020: Number of Shares (In thousands) Stock options outstanding 5,934 Restricted stock units outstanding 404 Authorized for future issuance under stock incentive plans 1,691 8,029 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Mar. 31, 2020 | |
Employee Benefit Plans | |
Employee Benefit Plans | 9. Employee Benefit Plans Stock Incentive Plans In September 2007, our stockholders approved the 2007 Omnibus Incentive Plan (the “2007 Plan”), which provides that options to purchase shares of our unissued common stock may be granted to our employees, officers, consultants and directors at exercise prices which are equal to or greater than the market value of our common stock on the date of grant. The 2007 Plan also allows for the issuance of stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other stock‑based awards based on the value of our common stock. New shares are issued to satisfy stock option exercises and share issuances under the 2007 Plan. In September 2009, our stockholders approved an amendment to increase the number of shares of our common stock authorized and reserved for issuance under the 2007 Plan by 800,000 shares to a total of 1,650,000 shares. In September 2012, our stockholders approved an amendment to increase the number of shares of our common stock authorized and reserved for issuance under the 2007 Plan by 800,000 shares to a total of 2,450,000 shares. In October 2014, our stockholders approved an amendment of the 2007 Plan to increase the number of shares of common stock authorized for issuance under the 2007 Plan by an additional 1,500,000 shares to a total of 3,950,000 shares. In September 2015, our stockholders approved an amendment of the 2007 Plan to increase the number of shares of common stock authorized for issuance under the 2007 Plan by an additional 1,000,000 shares to a total of 4,950,000 shares. In December 2016, our stockholders approved the 2016 Omnibus Incentive Plan (the “2016 Plan”) which allows for the issuance of stock options, stock appreciation rights, restricted stock, RSUs, cash incentive awards and other stock-based awards to our employees, officers, consultants and directors at exercise prices which are equal to or greater than the market value of our common stock on the date of grant. Options expire no more than ten years after the date of grant and generally vest at the rate of 25% on each of the first four anniversaries of the grant date. Stock appreciation rights, restricted stock, RSUs and other stock-based awards are based on the value of our common stock. New shares are issued to satisfy stock option exercises and share issuances under the 2016 Plan. We currently maintain 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, restricted stock units ("RSUs"), cash incentive awards and other stock-based awards. At March 31, 2020, there were approximately 1.7 million shares of common stock available for grant or issuance under the 2016 Plan. Total stock options vested and expected to vest were approximately 5.9 million as of March 31, 2020. Stock Options A summary of activity in the Plans with respect to our stock options for Fiscal 2020 is as follows: Weighted Weighted Average Average Exercise Remaining Aggregate Price Per Contractual Intrinsic Options Share Life Value (In thousands) (Years) (In thousands) Options outstanding at March 31, 2019 5,035 $ 3.70 $ 4,430 Granted 1,206 5.06 Exercised (119) 2.13 Forfeited (188) 4.94 Expired — — Options outstanding at March 31, 2020 5,934 $ 3.99 7.2 $ 2,095 Restricted Stock Units RSU awards are stock‑based awards that entitle the holder to receive one share of our common stock for each RSU upon vesting. RSUs granted under the 2007 Plan vest at the rate of 25% on each of the first four anniversaries of the grant date provided that the holder remains in service (as defined by the 2007 Plan) as of the vesting date. RSUs granted under the 2016 Plan vest at varying terms between one and four anniversaries of the grant date provided that the holder remains in service (as defined by the 2016 Plan) as of the vesting date. The fair value per RSU is determined based on the closing market price of our common stock on the grant date. A summary of activity with respect to our RSUs for Fiscal 2020 is as follows: Weighted Weighted Average Average Aggregate Price Per Remaining Intrinsic # of Shares Share Life Value (In thousands) (Years) (In thousands) RSUs outstanding at March 31, 2019 112 $ 4.62 $ Granted 374 5.12 Vested (78) 4.17 Forfeited (4) 5.52 RSUs outstanding at March 31, 2020 404 $ 5.16 2.0 $ 1,295 Stock‑Based Compensation The following table presents stock‑based compensation expense that is included in each functional line item in our consolidated statements of operations: Year Ended March 31, 2020 2019 2018 (In thousands) Cost of revenues $ 175 $ 146 $ 71 Selling, general and administrative expense 2,364 1,804 1,558 Research and development expense 246 206 152 Total stock-based compensation $ 2,785 $ 2,156 $ 1,781 At March 31, 2020, there was approximately $5.5 million and $1.5 million of unrecognized compensation expense related to unvested stock options and RSUs, respectively. This expense is currently expected to be recognized over a weighted average period of approximately 2.9 years for stock options and 2.0 years for RSUs. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel any remaining unearned stock‑based compensation expense. Future stock based compensation expense and unearned stock‑based compensation will increase to the extent that we grant additional stock options, RSUs or other stock‑based awards. The grant date fair value of stock options granted was estimated using the following weighted‑average assumptions: Year Ended March 31, 2020 2019 2018 Expected life—years 6.8 5.9 6.5 Risk-free interest rate 2.2 % 2.7 % 2.7 % Expected volatility of common stock 47 % 43 % 43 % Dividend yield % % % Expected Life: The Company’s expected life represents the weighted-average period that the Company’s stock options are expected to be outstanding. The expected life is based on expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options to derive employee behavioral patterns used to forecast expected exercise patterns. Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury zero coupon yield curve in effect at the time of grant for the expected term of the option. Expected Volatility: The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the option. A summary of certain fair value and intrinsic value information pertaining to our stock options is as follows: Year Ended March 31, 2020 2019 2018 (In thousands, except per share amounts) Weighted average grant date fair value per share of options granted $ 2.52 $ 1.89 $ 2.59 Intrinsic value of options exercised $ 378 $ 114 $ 2,469 Employee Incentive Programs Under the terms of a Profit Sharing Plan, we may contribute to a trust fund such amounts as determined annually by the Board of Directors. No contributions were made during the fiscal years ended March 31, 2020, 2019 and 2018. We sponsor a defined contribution 401(k) plan (the “401(k) Plan”), adopted in 1990, under which eligible employees voluntarily contribute to the plan, up to IRS maximums, through payroll deductions. We match up to 50% of contributions, up to a stated limit, with all matching contributions being fully vested after three years of service. Our matching contributions under the 401(k) Plan were approximately $1,317,000, $1,185,000 and $1,067,000 for the Fiscal 2020, Fiscal 2019 and Fiscal 2018, respectively. Other Stock-Based Compensation Plans Beginning January 1, 2018, the Company adopted an ESPP which allows employees to withhold a percentage of their base compensation to purchase the Company's common stock at 95% of the lower of the fair market at the beginning of the offering period and on the last trading day of the offering period. There are two offering periods during a calendar year, which consist of the six months beginning each January 1 and July 1. Employees may contribute 1- 15% of their eligible gross pay up to a $25,000 annual stock value limit. During Fiscal 2020 and Fiscal 2019, 91,000 and 92,000 shares, respectively, were purchased. There were no share purchases in Fiscal 2018. The ESPP is considered a non-compensatory plan and accordingly no compensation expense is recorded in connection with this benefit. As of March 31, 2020, approximately $146,000 of cash was restricted for the purchase of shares under the ESPP and is recorded as restricted cash in the accompanying consolidated balance sheets. |
Stock Repurchase Program
Stock Repurchase Program | 12 Months Ended |
Mar. 31, 2020 | |
Stock Repurchase Program | |
Stock Repurchase Program | 10. Stock Repurchase Program In August 2011, our Board of Directors approved a stock repurchase program pursuant to which we were authorized to acquire up to $3 million of our outstanding common stock from time to time through August 2012. We repurchased approximately 964,000 shares under this original program for a total purchase price of $1.3 million. On August 9, 2012, our Board of Directors cancelled the initial stock repurchase program and the approximate $1.7 million of remaining funds, and approved a new stock repurchase program pursuant to which we may acquire up to $3 million of our outstanding common stock for an unspecified length of time. Under the new program, we may repurchase shares from time to time in open market and privately negotiated transactions and block trades, and may also repurchase shares pursuant to a 10b5‑1 trading plan during our closed trading windows. There is no guarantee as to the exact number of shares that will be repurchased. We may modify or terminate the repurchase program at any time without prior notice. On November 6, 2014, our Board of Directors approved a $3.0 million increase to the Company’s existing stock repurchase program, pursuant to which the Company may continue to acquire shares of its outstanding common stock from time to time for an unspecified length of time. For our fiscal years ended March 31, 2020, 2019, and 2018 we did not repurchase any shares. From inception of the program in August 2011 through March 31, 2020, we repurchased approximately 3,422,000 shares of our common stock for an aggregate price of approximately $5.6 million, at an average price per share of $1.63. As of March 31, 2020, all repurchased shares have been retired and returned to their status as authorized and unissued shares of our common stock. As of March 31, 2020, approximately $1.7 million remains available for the repurchase of our common stock under our current program. |
Acquisition
Acquisition | 12 Months Ended |
Mar. 31, 2020 | |
Acquisition | |
Acquisition | 11. Acquisition On July 2, 2019, the Company completed the acquisition of AGI, a privately-held professional transportation engineering services firm headquartered in Tampa, Florida, with offices in Orlando (FL), Virginia Beach (VA) and Chadds Ford (PA). AGI assists municipalities in maximizing the effectiveness of their existing transportation networks through a collection of traffic management services to cost effectively improve the performance of roadway systems and address increased traffic demands, traffic congestion and delay. With a foundation of arterial timing plan development, AGI has expanded its services into active arterial monitoring and management with multiple public sector clients. AGI is expected to expand the Company's geographic footprint for ITS services in Florida, as well as in the Midwest and Mid-Atlantic region. AGI's typical contracts are for traffic operations professional engineering services focused on transportation systems management and operations. Pursuant to a Stock Purchase Agreement dated June 10, 2019 among the Company, AGI and the stockholders of AGI (the "Selling Shareholders"), the Company acquired all of the outstanding capital stock of AGI from the Selling Shareholders for an aggregate purchase price of $10.8 million, after working capital adjustments, payable in cash and stock, of which 114,943 shares are being held in escrow for 18 months to secure performance of indemnification and other post-closing obligations of the Selling Shareholders. Since the date of acquisition AGI operated as a wholly-owned subsidiary of the Company, as part of the Transportation Systems segment, and contributed approximately $6.4 million of service revenue and approximately $1.7 million of net income. The acquisition of AGI has been accounted for as a business combination. We estimated the fair values of net assets acquired, and the excess of the consideration transferred over the aggregate of such fair values was recorded as goodwill. The following tables summarize the purchase price allocation (in thousands) as of July 2, 2019: 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. 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. Varying discount rates were applied to the projected net cash flows and EBITDA as applicable to valuation methodology. We believe the assumptions are representative of those a market participant would use in estimating fair value. The following table presents the fair values and useful lives of the identifiable intangible assets acquired: Weighted Average Amount Useful Life (in thousands) (in years) Customer relationships $ 3,500 6 Non-compete agreement 210 3 Total intangible assets assumed $ 3,710 Acquisition-Related Costs In connection with the acquisition, the Company agreed to grant $1.7 million in retention bonuses to the Selling Shareholders and other employees payable in the form of restricted stock units at $5.22 per share, and $570,000 in retention bonuses payable in cash, each vesting and payable over three years following the closing, provided such employees remain in our service on the first, second and third anniversary of the closing of the acquisition. For the fiscal year ended March 31, 2020, the Company recorded approximately $1.0 million, as stock based compensation and salaries expense to selling, general and administrative expense in the consolidated statements of operations, related to these bonuses. Additionally, approximately $689,000, in acquisition related professional fees was recorded to selling, general and administrative expense for the year ended March 31, 2020. Pro Forma Financial Information (Unaudited) The following pro forma information presents the consolidated results of operations of the Company and AGI for the fiscal years ended March 31, 2020 and 2019, as if the acquisition of AGI had been completed on April 1, 2018. These pro forma consolidated financial results have been prepared for comparative purposes only and include certain adjustments that reflect pro forma results of operations, such as increased amortization for the fair value of acquired intangible assets and increased salaries expense related to the retention bonuses. The 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 and AGI. Accordingly, these pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that actually would have been achieved had the acquisition occurred as of April 1, 2018, nor are they intended to represent or be indicative of future results of operations: Year Ended March 31, 2020 2019 Proforma revenue $ 116,333 $ 107,049 Proforma net loss (5,775) (7,108) Pro forma loss per common stock Basic (0.14) (0.21) Diluted (0.14) (0.21) |
Business Segments, Significant
Business Segments, Significant Customer and Geographic Information | 12 Months Ended |
Mar. 31, 2020 | |
Business Segments, Significant Customer and Geographic Information | |
Business Segments, Significant Customer and Geographic Information | 12. Business Segments, Significant Customer and Geographic Information Business Segments We have operated in three reportable segments: Roadway Sensors, Transportation Systems, and Agriculture and Weather Analytics. The Roadway Sensors segment provides various advanced detection sensors and systems for traffic intersection management, communication systems and roadway traffic data collection applications. The Roadways Sensors product line uses advanced image processing technology and other techniques to capture and analyze sensor data through sophisticated algorithms, enabling vehicle, bicycle and pedestrian detection, as well as the transmission of both video images and data using various communication technologies. Our Roadway Sensors products include, among others, Vantage, VantageLive!, Vantage Next (R) , VantagePegasus, VantageRadius, Vantage Vector, Velocity, SmartCycle, SmartCycle Bike Indicator, SmartSpan, VersiCam, PedTrax and P-Series products. In select territories, our Roadway Sensors segment also sells OEM products for the traffic intersection markets, which include, among other things, traffic signal controllers and traffic signal equipment cabinets. The Transportation Systems segment includes 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, development and implementation of software and hardware-based ITS systems that integrate sensors, video surveillance, computers and advanced communications equipment to enable public agencies to monitor, control and direct traffic flow, assist in the quick dispatch of emergency crews, and distribute real-time information about traffic conditions. Our services include planning, design, implementation, operation and management of surface transportation infrastructure systems. We perform analysis and study goods movement, commercial vehicle operations, provide travel demand forecasting and systems engineering, and identify mitigation measures to reduce traffic congestion. The Transportation Systems segment also includes the operations of AGI beginning July 2, 2019 (see Note 11 of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report for further details on the acquisition of AGI). The Transportations Systems segment product line includes: Iteris Signal Performance Measures ("SPM"), Iteris ClearGuide, and iPeMS, our performance measurement and analytics solution, our advanced traveler information system solutions ClearPath 511 and Reverse 511, as well as our commercial vehicle operations and vehicle safety compliance platforms known as ClearFleet, CVIEW-Plus, CheckPoint, UCRLink and inspect. The Agriculture and Weather Analytics segment, which we sold in May 2020, consisted of ClearPath Weather, a road maintenance application, and ClearAg, a digital agriculture platform. ClearPath Weather is a web-based solution,which includes a suite of tools that apply data assimilation and modeling technologies to assess historical weather conditions for both short-term and long-range weather forecasts and customizable route/site weather and pavement forecasting, and providing winter road maintenance recommendations for state agencies, municipalities and commercial companies that allow such users to create solutions to meet roadway maintenance decision needs. ClearAg combines weather and agronomic data with proprietary land-surface modeling and analytics to solve complex agricultural problems and to increase the efficiency and sustainability of farmlands. ClearAg solutions are offered to companies in the agriculture industry, such as seed and crop protection companies, integrated food companies, and agricultural equipment manufacturers and service providers. ClearAg provides weather, environment, soil and plant growth modeling to deliver environmental intelligence through ClearAg APIs and components, IMFocus APIs and ClearAg web applications. On May 5, 2020, pursuant to a Purchase Agreement the Company sold the assets of its Agriculture and Weather Analytics segment, composed of its ClearAg and ClearPath Weather product lines, to DTN, an operating company of TBG AG, a Swiss-based holding company. As a result of the sale, we no longer operate in the Agriculture and Weather Analytics segment. See Note 14 for further details on the sale of the Agriculture and Weather Analytics segment. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies (Note 1). Certain corporate general and administrative expenses, including general overhead functions such as information systems, accounting, human resources, marketing, compliance costs and certain administrative expenses, as well as interest and amortization of intangible assets, are not allocated to the segments. The reportable segments are each managed separately because they manufacture and distribute distinct products or provide services with different processes. All reported segment revenues are derived from external customers. Our Chief Executive Officer, who is our chief operating decision maker (“CODM”), reviews financial information at the operating segment level. Our CODM does not review assets by segment in his resource allocation, and therefore, assets by segment are not disclosed below. Selected financial information for our reportable segments for the fiscal years ended March 31, 2020, 2019 and 2018 is as follows: Agriculture Roadway Transportation and Weather Sensors Systems Analytics Total (In thousands) Year Ended March 31, 2020 Product revenues $ 49,082 $ 5,925 $ — $ 55,007 Service revenues 288 52,108 6,714 59,110 Total revenues 49,370 58,033 6,714 114,117 Depreciation 200 330 77 607 Segment income (loss) 7,787 10,556 (3,852) 14,491 Year Ended March 31, 2019 Product revenues 43,253 4,974 — 48,227 Service revenues 239 44,841 5,816 50,896 Total revenues 43,492 49,815 5,816 99,123 Depreciation 233 195 103 531 Segment income (loss) 7,011 5,907 (5,024) 7,894 Year Ended March 31, 2018 Product revenues 44,163 2,301 — 46,464 Service revenues 194 52,180 4,891 57,265 Total revenues 44,357 54,481 4,891 103,729 Depreciation 221 204 109 534 Segment income (loss) $ 8,825 $ 8,639 $ (8,048) $ 9,416 The following table reconciles total segment income to consolidated operating loss: Year Ended March 31, 2020 2019 2018 (In thousands) Segment income: Total income from reportable segments $ 14,491 $ 7,894 $ 9,416 Unallocated amounts: Corporate expenses (19,710) (15,578) (14,930) Amortization of intangible assets (757) (275) (88) Operating loss $ (5,976) $ (7,959) $ (5,602) $ (5,976) $ (7,959) $ (5,602) Significant Customer and Geographic Information No individual customer or government agency had a receivable balance greater than 10% of our total trade accounts receivable balances as of March 31, 2020 and March 31, 2019. One individual customer who is also a government agency had a receivable balance of 13% of our total trade accounts receivable balance as of March 31, 2018. The following table sets forth the percentages of our revenues, by geographic region, derived from shipments to, or contract, service and other revenues from, external customers located outside the U.S.: Year Ended March 31, 2020 2019 2018 Canada — % — % 1 % Europe — 1 1 — % 1 % 2 % Substantially all of our long‑lived assets are held in the U.S. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Mar. 31, 2020 | |
Quarterly Financial Data (Unaudited) | |
Quarterly Financial Data (Unaudited) | 13. Quarterly Financial Data (Unaudited) Basic Net Diluted Net Net (Loss) Income (Loss) Income (Loss ) Quarter Ended: Revenues Gross Profit Income per Share per Share (In thousands, except per share amounts) June 30, 2019 $ 26,607 $ 10,407 $ (1,572) $ (0.05) $ (0.05) September 30, 2019 27,882 11,384 (2,187) (0.05) (0.05) December 31, 2019 28,733 11,938 (2,068) (0.05) (0.05) March 31, 2020 30,895 14,032 217 0.01 0.01 $ 114,117 $ 47,761 $ (5,610) $ (0.14) * $ (0.14) * June 30, 2018 $ 25,475 $ 10,192 $ (1,579) $ (0.05) $ (0.05) September 30, 2018 24,417 9,661 (1,341) (0.04) (0.04) December 31, 2018 23,140 8,892 (2,464) (0.07) (0.07) March 31, 2019 26,091 9,861 (2,432) (0.07) (0.07) $ 99,123 $ 38,606 $ (7,816) $ (0.23) * $ (0.23) * * |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2020 | |
Subsequent Events | |
Subsequent Events | 14. Subsequent Events Sale of Segment On May 2, 2020, Iteris, Inc. and its wholly-owned subsidiary, ClearAg, Inc. entered into an Asset Purchase Agreement (the "Purchase Agreement") with DTN, LLC ("DTN"), an operating company of TBG AG, a Swiss-based holding company. Under the Purchase Agreement, the Company agreed to sell to DTN the assets of the Company's Agriculture and Weather Analytics segment, composed of its ClearAg and ClearPath Weather product lines (the "Business"). The transaction was completed by the parties and closed on May 5, 2020. Under the Purchase Agreement, the parties agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement, that DTN will purchase and assume from the Company substantially all of the assets used in the conduct of the Business and certain specified liabilities of the Business in exchange for a total purchase price of $12,000,000. Of that amount, $10,500,000 was paid at closing on May 5, 2020, and the balance of $1,500,000 will be paid at the 12- and 18-month anniversaries of the closing date, subject to satisfaction of the conditions set forth in the Purchase Agreement relating to the transition of certain customers to DTN and the collection of certain receivables by DTN. The Purchase Agreement also provides for customary post-closing adjustments to the purchase price tied to working capital balances of the Business at closing. The parties also entered into certain ancillary agreements at the closing of the transaction that will provide Iteris with ongoing access to weather and pavement data that it integrates into its transportation software products, and a joint development agreement under which the parties agreed to pursue future joint opportunities in the global transportation market. As of March 31, 2020, the Company determined that Agriculture and Weather Analytics did not meet the held for sale classification criteria under ASC 360, and as such, Agriculture and Weather Analytics assets and liabilities as of March 31, 2020, and the results of operations for all periods presented are not classified as held for sale and are included in continuing operations in the consolidated financial statements. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation Our consolidated financial statements include the accounts of Iteris, Inc. and all its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in the preparation of the consolidated financial statements include the collectability of accounts receivable and related allowance for doubtful accounts, projections of taxable income used to assess realizability of deferred tax assets, warranty reserves, costs to complete long-term contracts, indirect cost rates used in cost plus contracts, the valuation of purchased intangible assets and goodwill, the valuation of equity instruments, estimates of future cash flows used to assess the recoverability of long-lived assets and the impairment of goodwill, and fair value of our stock option awards used to calculate the stock-based compensation. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to our customers, in a gross amount that reflects the consideration that we expect to be entitled to in exchange for those goods or services. We generate all of our revenue from contracts with customers. Product revenue related contracts with customers begin when we acknowledge a purchase order for a specific customer order of product to be delivered in the near term. These purchase orders are short-term in nature. Product revenue is recognized at a point in time upon shipment or upon customer receipt of the product, depending on shipping terms. The Company determined that this method best represents the transfer of goods as transfer of control typically occurs upon shipment or upon customer receipt of the product. Service revenues, primarily derived from the Transportation Systems and Agriculture and Weather Analytics segments, are primarily from long-term engineering and consulting service contracts with governmental agencies. These contracts generally include performance obligations in which control is transferred over time. We recognize revenue on fixed fee contracts, over time, using the proportion of actual costs incurred to the total costs expected to complete the contract performance obligation. The Company determined that this method best represents the transfer of services as the proportion closely depicts the efforts or inputs completed towards the satisfaction of a fixed fee contract performance obligation. Time & Materials (“T&M”) and Cost Plus Fixed Fee (“CPFF”) contracts are considered variable consideration. However, performance obligations with these fee types qualify for the “Right to Invoice” Practical Expedient. Under this practical expedient, the Company is allowed to recognize revenue, over time, in the amount to which the Company has a right to invoice. In addition, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each reporting period. The Company determined that this method best represents the transfer of services as, upon billing, the Company has a right to consideration from a customer in an amount that directly corresponds with the value to the customer of the Company’s performance completed to date. Service revenues also consist of revenues derived from maintenance and support, as well as the use of the Company’s service platforms and APIs on a subscription basis. We generate this revenue from fees for maintenance and support, monthly active user fees, software-as-a-service (“SaaS”) fees, and hosting and storage fees. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a time-based measure of progress to the total transaction price, which results in ratable recognition over the term of the contract. The Company determined that this method best represents the transfer of services as the customer obtains equal benefit from the service throughout the service period. The Company accounts for individual goods and services separately if they are distinct performance obligations, which often requires significant judgment based upon knowledge of the products and/or services, the solution provided and the structure of the sales contract. In SaaS agreements, we provide a service to the customer which combines the software functionality, maintenance and hosting into a single performance obligation. In product related contracts, a purchase order may contain different products, each constituting a separate performance obligation. We generally estimate variable consideration at the most likely amount to which we expect to be entitled and in certain cases based on the expected value, which requires judgment. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We review and update these estimates on a quarterly basis. The Company’s typical performance obligations include the following: When Performance How Standalone Obligation is Typically When Payment is Selling Price is Performance Obligation Satisfied Typically Due Typically Estimated Product Revenues Standard purchase orders for Upon shipment (point in Within 30 days of Observable transactions Engineering services where As work is performed Within 30 days of services Estimated using a cost-plus Service Revenues Engineering and consulting As work is performed Within 30 days of services Estimated using a cost-plus SaaS Over the course of the At the beginning of the Estimated using a cost-plus 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 for our revenue by reportable segment. Trade Accounts Receivable and Contract Balances We classify our right to consideration in exchange for goods and services as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). We present such receivables in trade accounts receivable, net in our consolidated balance sheet at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. If warranted, the allowance is increased by the Company’s provision for doubtful accounts, which is charged against income. All recoveries on receivables previously charged off are included in income, while direct charge-offs of receivables are deducted from the allowance. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets are presented as unbilled accounts receivable on the accompanying balance sheet. For example, we would record a contract asset if we record revenue on a professional services engagement, but are not entitled to bill until we achieve specified milestones. Our contract assets and refund liabilities are reported in a net position on a contract basis at the end of each reporting period. Refund liabilities are consideration received in advance of the satisfaction of performance obligations. Contract Fulfillment Costs The Company evaluates whether or not we should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. As of March 31, 2020 and 2019, there was approximately $1,236,000 and $172,000, respectively, of contract fulfillment costs which are presented in the accompanying 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 March 31, 2020 and 2019, the aggregate amount of transaction price allocated to remaining performance obligations was immaterial primarily as a result of termination provisions within our contracts which make the duration of the accounting term of the contract one year or less. Practical Expedients and Exemptions T&M and CPFF contracts are considered variable consideration. However, performance obligations with an underlying fee type of T&M or CPFF qualify for the “Right to Invoice” Practical Expedient under ASC 606-10-55-18. Under this practical expedient, the Company is not required to estimate such variable consideration upon inception of the contract and reassess the estimate each reporting period. The Company utilizes the practical expedient under ASC 606-10-50-14 of not disclosing information about its remaining performance obligations for contracts with an original expected duration (i.e., contract term, determined based on the analysis of termination provisions described above) of 12 months or less. The Company pays sales commissions on certain sales contracts. These costs are accrued in the same period that the revenues are recorded. Using the practical expedient under ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining a contract as an expense when incurred since the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company utilizes the practical expedient under ASC 606-10-25-18B to account for shipping and handling as fulfillment costs, and not a promised service (a revenue element). Shipping and handling costs are included as cost of revenues in the period during which the products ship. The Company excludes from the transaction price all sales taxes that are assessed by a governmental authority and that are imposed on and concurrent with a specific revenue-producing transaction and collected from a customer (for example, sales, use, value added, and some excise taxes). This employs the practical expedient under ASC 606-10-32-2A. Sales taxes are presented on a net basis (excluded from revenues) in the Company’s consolidated statements of operations. |
Deferred Revenue | Deferred Revenue Deferred revenue in the accompanying consolidated balance sheets is comprised of refund liabilities related to billings and consideration received in advance of the satisfaction of performance obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Cash and cash equivalents consist primarily of demand deposits and money market funds maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with high quality financial institutions, and therefore are believed to have minimal credit risk. Our accounts receivable are primarily derived from billings with customers located throughout North America, as well as in Europe, South America and Asia. We generally do not require collateral or other security from our domestic customers. We maintain an allowance for doubtful accounts for potential credit losses, which losses have historically been within management’s expectations. We currently have, and historically have had, a diverse customer base. For the fiscal year ended March 31, 2020 ("Fiscal 2020"), no individual customer represented greater than 10% of our total revenues. For the fiscal years ended March 31, 2019 ("Fiscal 2019") and March 31, 2018 (“Fiscal 2018”), one individual customer represented approximately 24% and 22%, respectively, of our total revenues. As of March 31, 2020 and 2019, no individual customer represented greater than 10% of our total accounts receivable. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments The fair value of cash equivalents, receivables, accounts payable and accrued expenses approximate carrying value because of the short period of time to maturity. Our investments are measured at fair value on a recurring basis. The framework for measuring fair value and related disclosure requirements about fair value measurements are provided in ASC 820, Fair Value Measurements ("ASC 820"). This pronouncement defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy proscribed by ASC 820 contains three levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. |
Cash, 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. Restricted cash as of March 31, 2020 consisted of $146,000 related to cash restricted for shares purchased under the Employee Stock Purchase Plan ("ESPP") (see Note 9 for further details on the ESPP). Cash, cash equivalents and restricted cash presented in the accompanying statements of cash flows consist of the following (in thousands): Year Ended March 31, 2020 2019 Cash and cash equivalents $ 14,217 $ 7,071 Restricted cash 146 — $ 14,363 $ 7,071 |
Investments | Investments The Company’s investments are classified as either held-to-maturity, available-for-sale or trading, in accordance with ASC 320. Held-to-maturity securities are those securities that the Company has the positive intent and ability to hold until maturity. Trading securities are those securities that the Company intends to sell in the near term. All other securities not included in the held-to-maturity or trading category are classified as available-for-sale. Held-to-maturity securities are recorded at amortized cost which approximates fair market value. Trading securities are carried at fair value with unrealized gains and losses charged to earnings. Available-for-sale securities are carried at fair value with unrealized gains and losses recorded within accumulated other comprehensive loss as a separate component of stockholders’ equity. 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 4). As of March 31, 2020, all of our investments are available-for-sale. Under 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 | Allowance for Doubtful Accounts The collectability of our accounts receivable is evaluated through review of outstanding invoices and ongoing credit evaluations of our customers’ financial condition. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, we will record an allowance against amounts due, and thereby reduce the net recognized accounts receivable to the amount we reasonably believe will be collected. We also maintain an allowance based on our historical collections experience. When we determine that collection is not likely, we write off accounts receivable against the allowance for doubtful accounts. |
Inventories | Inventories Inventories consist of finished goods, work‑in‑process and raw materials and are stated at the lower of cost or net realizable value. Cost is determined using the first‑in, first‑out method. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated using the straight‑line method over the estimated useful life ranging from three to eight years. Leasehold improvements are depreciated over the term of the related lease or the estimated useful life of the improvement, whichever is shorter. |
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 The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. However, the Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. We perform an annual qualitative assessment of our goodwill during the fourth fiscal quarter, or more frequently, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in overall industry demand, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is required, if otherwise, we compare the fair value of our reporting unit to its carrying value, including goodwill. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. We monitor the indicators for goodwill impairment testing between annual tests. As of March 31, 2020 and 2019, we determined that no adjustments to the carrying value of goodwill were required. We test long‑lived assets and purchased intangible assets (other than goodwill) for impairment if we believe indicators of impairment exist. We determine whether the carrying value of an asset or asset group is recoverable, based on comparisons to undiscounted expected future cash flows the asset or asset group is expected to generate. If an asset is not recoverable, we record an impairment loss equal to the amount by which the carrying value of the asset exceeds its fair value. We primarily use the income valuation approach to determine the fair value of our long lived assets and purchased intangible assets. As of March 31, 2020 and 2019, there was no impairment to our long-lived and intangible assets. |
Income Taxes | Income Taxes We utilize the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more‑likely‑than‑not that some or all of the deferred tax assets will not be realized, which increases our income tax expense in the period such determination is made. As such, we determined it was appropriate to record a full valuation allowance against our deferred tax assets. We will continuously reassess the appropriateness of maintaining a valuation allowance. Income tax positions must meet a more‑likely‑than‑not recognition threshold to be recognized. Income tax positions that previously failed to meet the more‑likely‑than‑not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more‑likely‑than‑not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. |
Stock-Based Compensation | Stock‑Based Compensation We record stock-based compensation in our consolidated statements of operations as an expense, based on the estimated grant date fair value of our stock-based awards, whereby such fair values are amortized over the requisite service period. Our stock-based awards are currently comprised of common stock options and restricted stock units. The fair value of our common stock option awards is estimated on the grant date using the Black-Scholes-Merton option-pricing formula. While utilizing this model meets established requirements, the estimated fair values generated by it may not be indicative of the actual fair values of our common stock option awards as it does not consider certain factors important to those awards to employees, such as continued employment and periodic vesting requirements, as well as limited transferability. The fair value of our restricted stock units is based on the closing market price of our common stock on the grant date. If there are any modifications or cancellations of the underlying unvested stock-based awards, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. |
Research and Development Expenditures | Research and Development Expenditures Research and development expenditures are charged to expense in the period incurred. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs are included as cost of revenues in the period during which the products ship. |
Sales Taxes | Sales Taxes Sales taxes are presented on a net basis (excluded from revenues) in the consolidated statements of operations. |
Right-of-Use Assets and Lease Liabilities | Right-of-Use Assets and Lease Liabilities We determine if an arrangement contains a lease at inception and determine the classification of the lease, as either operating or finance, at commencement. Right-of-use assets and lease liabilities are recorded based on the present value of future lease payments which factors in certain qualifying initial direct costs incurred as well as any lease incentives received. If an implicit rate is not readily determinable, we utilize inputs from third-party lenders to determine the appropriate discount rate. Lease expense for operating lease payments are recognized on a straight-line basis over the lease term. Finance leases incur interest expense using the effective interest method in addition to amortization of the leased asset on straight-line basis, both over the applicable lease term. Lease terms may factor in options to extend or terminate the lease. We adhere to the short-term lease recognition exemption for all classes of assets (i.e. facilities and equipment). As a result, leases with an initial term of twelve months or less are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. In addition, for certain equipment leases, we account for lease and non-lease components, such as services, as a single lease component as permitted. |
Warranty | Warranty We generally provide a one to three year warranty from the original invoice date on all products, materials and workmanship. Products sold to various original equipment manufacturer customers sometimes carry longer warranties. Defective products will be either repaired or replaced, usually at our option, upon meeting certain criteria. We accrue a provision for the estimated costs that may be incurred for product warranties relating to a product as a component of cost of sales at the time revenue for that product is recognized. The accrued warranty reserve is included within accrued liabilities in the accompanying consolidated balance sheets. We do not provide any service-type warranties. |
Repair and Maintenance Costs | Repair and Maintenance Costs We incur repair and maintenance costs in the normal course of business. Should the repair or maintenance result in a permanent improvement to one of our leased facilities, the cost is capitalized as a leasehold improvement and amortized over its useful life or the remainder of the lease period, whichever is shorter. Non‑permanent repair and maintenance costs are charged to expense as incurred. |
Comprehensive Loss | Comprehensive Loss The difference between net loss and comprehensive loss was de minimis for the Fiscal 2020, Fiscal 2019, and Fiscal 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"). ASU No. 2016-02 establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either "finance" or "operating," with classification affecting the pattern of expense recognition in the income statement. This update was effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. As a result of the adoption of ASU 2016-02, on April 1, 2019, the Company recognized (a) an operating lease liability of $14.2 million, which represents the present value of our remaining lease payments and (b) a related right-of-use asset of $13.4 million. In addition, the Company derecognized approximately $827,000 of deferred rent liability. The adoption of ASU 2016-02 did not have a material impact on the Company's statement of operations, cash flows, or stockholders' equity. Due to the adoption of the standard using the modified retrospective cumulative-effect adjustment method, there are no changes to our previously reported results prior to April 1, 2019. See Note 7, Right-of-Use Assets and Lease Liabilities, for additional details. In August 2018, the FASB issued Accounting Standards Update ("ASU”) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirement for Fair Value Measurements (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted. We have completed our preliminary assessment and do not anticipate this pronouncement will have a significant impact on our consolidated financial statements upon adoption. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal Use Software (subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"), which clarifies the accounting for implementation costs in cloud computing arrangements. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted. We have completed our preliminary assessment and do not anticipate this pronouncement will have a significant impact on our consolidated financial statements upon adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This update requires that certain financial assets be measured at amortized cost net of an allowance for estimated credit losses such that the net receivable represents the present value of expected cash collection. In addition, this standard update requires that certain financial assets be measured at amortized cost reflecting an allowance for estimated credit losses expected to occur over the life of the assets. The estimate of credit losses must be based on all relevant information including historical information, current conditions and reasonable and supportable forecasts that affect the collectability of the amounts. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for all entities except SEC reporting companies that are not smaller reporting companies. As a smaller reporting company, ASU 2016-13 will now be effective for our fiscal year 2024 beginning April 1, 2023; however, early adoption is permitted. We are currently evaluating the timing and impact of adopting ASU 2016-13 on our consolidated financial statements. In July 2019, the FASB issued ASU 2019-07, "Codification Updates to SEC Sections". This update simplifies the guidance in various sections that was duplicative, redundant or outdated. The Company adopted this update effective July 2019. It did not have a material impact on our consolidated financial statements upon adoption. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the impact of this ASU, however we do not anticipate this pronouncement will have a significant impact on our consolidated financial statements upon adoption. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies | |
Schedule of typical performance obligations | When Performance How Standalone Obligation is Typically When Payment is Selling Price is Performance Obligation Satisfied Typically Due Typically Estimated Product Revenues Standard purchase orders for Upon shipment (point in Within 30 days of Observable transactions Engineering services where As work is performed Within 30 days of services Estimated using a cost-plus Service Revenues Engineering and consulting As work is performed Within 30 days of services Estimated using a cost-plus SaaS Over the course of the At the beginning of the Estimated using a cost-plus |
Schedule of cash, cash equivalents and restricted cash | Year Ended March 31, 2020 2019 Cash and cash equivalents $ 14,217 $ 7,071 Restricted cash 146 — $ 14,363 $ 7,071 |
Supplementary Financial Infor_2
Supplementary Financial Information (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Supplementary Financial Information | |
Schedule of inventories | March 31, 2020 2019 (In thousands) Materials and supplies $ 1,380 $ 1,517 Work in process 162 356 Finished goods 1,498 1,043 $ 3,040 $ 2,916 |
Schedule of property and equipment, net | March 31, 2020 2019 (In thousands) Equipment $ 7,134 $ 6,444 Leasehold improvements 3,009 2,939 Accumulated depreciation (8,201) (7,418) $ 1,942 $ 1,965 |
Schedule of net intangible assets | March 31, 2020 March 31, 2019 Gross Gross Carrying Accumulated Net Book Carrying Accumulated Net Book Amount Amortization Value Amount Amortization Value (In thousands) Technology $ 1,856 $ (1,856) $ — $ 1,856 $ (1,856) $ — Customer contracts / relationships 4,250 (1,188) 3,062 750 (750) — Trade names and non-compete agreements 1,320 (1,163) 157 1,110 (1,110) — Capitalized software development costs 6,400 (3,482) 2,918 5,768 (2,482) 3,286 Total $ 13,826 $ (7,689) $ 6,137 $ 9,484 $ (6,198) $ 3,286 |
Schedule of future estimated amortization expense | Year Ending March 31, (In thousands) 2021 $ 1,419 2022 1,234 2023 1,010 2024 879 2025 849 Thereafter 746 $ 6,137 |
Schedule of activity related to the carrying value of goodwill by reportable segment | Roadway Transportation Ag & Weather Sensors Systems Analytics Total (In thousands) Balance—March 31, 2018 Goodwill $ 8,214 $ 14,906 $ 2,168 $ 25,288 Accumulated impairment losses — (7,970) (2,168) (10,138) $ 8,214 $ 6,936 $ — $ 15,150 Balance—March 31, 2019 Goodwill $ 8,214 $ 14,906 $ 2,168 $ 25,288 Accumulated impairment losses — (7,970) (2,168) (10,138) $ 8,214 $ 6,936 $ — $ 15,150 Balance—March 31, 2020 Goodwill $ 8,214 $ 14,906 $ 2,168 $ 25,288 Acquired goodwill (see Note 11) — 5,440 — 5,440 Accumulated impairment losses — (7,970) (2,168) (10,138) $ 8,214 $ 12,376 $ — $ 20,590 |
Schedule of warranty reserve activity | Year Ended March 31, 2020 2019 2018 (In thousands) Balance at beginning of fiscal year $ 463 $ 403 $ 278 Additions charged to cost of sales 649 647 623 Warranty claims (696) (587) (498) Balance at end of fiscal year $ 416 $ 463 $ 403 |
Schedule of computation of basic and diluted net loss per share | Year Ended March 31, 2020 2019 2018 (In thousands, except per share amounts) Numerator: Loss from continuing operations $ (5,610) $ (7,816) $ (3,768) Gain on sale of discontinued operation, net of tax — — 242 Net loss $ (5,610) $ (7,816) $ (3,526) Denominator: Weighted average common shares used in basic and diluted computation 39,012 33,266 32,776 Loss from continuing operations per share: Basic $ (0.14) $ (0.23) $ (0.12) Diluted $ (0.14) $ (0.23) $ (0.12) |
Schedule of instruments excluded in the computation of diluted net loss per share | Year Ended March 31, 2020 2019 2018 (In thousands) Stock options 6,190 5,056 3,917 Restricted stock units 110 12 228 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Schedule of financial assets that are recorded at fair value on a recurring basis | As of March 31, 2020 (In thousands) Gross Gross Amortized Unrealized Unrealized Estimated Fair Cost Loss Gain Value 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 As of March 31, 2019 (In thousands) Gross Gross Amortized Unrealized Unrealized Estimated Fair Cost Loss Gain Value Level 1: Money market funds $ 3,338 $ — $ — $ 3,338 Subtotal 3,338 — — 3,338 Level 2: Commercial paper — — — Corporate notes and bonds 1,434 (1) — 1,433 US Treasuries 502 — — 502 Subtotal 1,936 (1) — 1,935 Total $ 5,274 $ (1) $ — $ 5,273 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Income Taxes | |
Schedule of components of current and deferred federal and state income tax (benefits) provision | Year Ended March 31, 2020 2019 2018 (In thousands) Loss from continuing operations before income taxes $ (5,450) $ (7,780) $ (5,586) Current income tax provision: Federal — — 3 State 34 36 45 Total current tax provision 34 36 48 Deferred income tax benefit: Federal 105 — (1,849) State 21 — (17) Total deferred benefit provision 126 — (1,866) Provision (benefit) for income taxes on continued operations 160 36 (1,818) Loss from continuing operations, net of taxes $ (5,610) $ (7,816) $ (3,768) |
Schedule of reconciliation of income tax (benefit) provision to taxes computed at U.S. federal statutory rates | Year Ended March 31, 2020 2019 2018 (In thousands) Benefit for income taxes at statutory rates $ (1,095) $ (1,634) $ (1,720) Change in federal tax rate — — 4,134 State income taxes net of federal benefit (198) (620) (255) Tax credits (658) (343) (567) Compensation charges 151 199 (324) Change in valuation allowance 1,913 2,385 (3,153) Other 47 49 67 Provision (benefit) for income taxes $ 160 $ 36 $ (1,818) |
Schedule of components of deferred tax assets and liabilities | March 31, 2020 2019 (In thousands) Deferred tax assets: Net operating losses $ 4,284 $ 5,335 Capitalized R&D 3,520 2,347 Credit carry forwards 3,510 2,806 Deferred compensation and payroll 2,304 1,655 Bad debt allowance and other reserves 656 618 Deferred rent — 202 Operating leases 219 — Property and equipment 60 139 Other, net 556 309 Total deferred tax assets 15,109 13,411 Valuation allowance (14,163) (12,250) Total deferred tax assets, net of valuation allowance 946 1,161 Deferred tax liabilities: Acquired intangibles (596) (759) Goodwill (540) (467) Total deferred tax liabilities (1,136) (1,226) Net deferred tax liabilities $ (190) $ (65) |
Schedule of reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits | Year Ended March 31, 2020 2019 2018 (In thousands) Gross unrecognized tax benefits at beginning of year $ 687 $ 586 $ 426 Increases for tax positions taken in prior years 101 2 62 Decreases for tax positions taken in prior years — — — Increases for tax positions taken in the current year 180 116 122 Lapse in statute of limitations (16) (17) (24) Gross unrecognized tax benefits at March 31 $ 952 $ 687 $ 586 |
Right-of-Use Assets and Lease_2
Right-of-Use Assets and Lease Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Right-of-Use Assets and Lease Liabilities | |
Schedule of lease-related assets and liabilities recorded on the unaudited condensed consolidated balance sheet | Classification March 31, 2020 (In thousands) Assets Operating lease right-of-use-assets Right-of-use assets $ 13,044 Liabilities Operating lease liabilities (short-term) Accrued liabilities $ 1,935 Operating lease liabilities (long-term) Lease liabilities 11,995 Total lease liabilities $ 13,930 |
Schedule of supplemental information related to operating leases | Cash paid for amounts included in the measurement of operating lease liabilities $ 2,608 Right-of-use assets obtained in exchange for new operating lease liabilities $ 581 Weighted average remaining lease term 7.0 Weighted average discount rate 5.0 % |
Schedule of undiscounted cash flows | Fiscal Year Ending March 31, (In thousands) 2021 $ 2,577 2022 2,457 2023 2,326 2024 2,248 2025 2,062 Thereafter 4,852 Total lease payments 16,522 Less imputed interest (2,592) Present value of future lease payments 13,930 Less current obligations under leases (1,935) Long-term lease obligations $ 11,995 |
Schedule of minimum lease payments under operating leases with non-cancelable terms in excess of one year | Fiscal Year Ending March 31, (In thousands) 2020 $ 2,408 2021 2,150 2022 1,981 2023 548 2024 177 Thereafter — Total minimum lease payments $ 7,264 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity | |
Schedule of common stock reserved for future issuance | The following summarizes common stock reserved for future issuance at March 31, 2020: Number of Shares (In thousands) Stock options outstanding 5,934 Restricted stock units outstanding 404 Authorized for future issuance under stock incentive plans 1,691 8,029 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Employee Benefit Plans | |
Summary of activity with respect to stock options | Weighted Weighted Average Average Exercise Remaining Aggregate Price Per Contractual Intrinsic Options Share Life Value (In thousands) (Years) (In thousands) Options outstanding at March 31, 2019 5,035 $ 3.70 $ 4,430 Granted 1,206 5.06 Exercised (119) 2.13 Forfeited (188) 4.94 Expired — — Options outstanding at March 31, 2020 5,934 $ 3.99 7.2 $ 2,095 |
Summary of activity with respect to RSUs | Weighted Weighted Average Average Aggregate Price Per Remaining Intrinsic # of Shares Share Life Value (In thousands) (Years) (In thousands) RSUs outstanding at March 31, 2019 112 $ 4.62 $ Granted 374 5.12 Vested (78) 4.17 Forfeited (4) 5.52 RSUs outstanding at March 31, 2020 404 $ 5.16 2.0 $ 1,295 |
Schedule of stock-based compensation expense | Year Ended March 31, 2020 2019 2018 (In thousands) Cost of revenues $ 175 $ 146 $ 71 Selling, general and administrative expense 2,364 1,804 1,558 Research and development expense 246 206 152 Total stock-based compensation $ 2,785 $ 2,156 $ 1,781 |
Schedule of weighted-average assumptions used in estimating the grant date fair value of stock options granted | Year Ended March 31, 2020 2019 2018 Expected life—years 6.8 5.9 6.5 Risk-free interest rate 2.2 % 2.7 % 2.7 % Expected volatility of common stock 47 % 43 % 43 % Dividend yield % % % |
Summary of certain fair value and intrinsic value information pertaining to stock options | Year Ended March 31, 2020 2019 2018 (In thousands, except per share amounts) Weighted average grant date fair value per share of options granted $ 2.52 $ 1.89 $ 2.59 Intrinsic value of options exercised $ 378 $ 114 $ 2,469 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Acquisition | |
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 |
Schedule of fair values and useful lives of the identifiable intangible assets | Weighted Average Amount Useful Life (in thousands) (in years) Customer relationships $ 3,500 6 Non-compete agreement 210 3 Total intangible assets assumed $ 3,710 |
Schedule of pro forma financial information | Year Ended March 31, 2020 2019 Proforma revenue $ 116,333 $ 107,049 Proforma net loss (5,775) (7,108) Pro forma loss per common stock Basic (0.14) (0.21) Diluted (0.14) (0.21) |
Business Segments, Significan_2
Business Segments, Significant Customer and Geographic Information (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Business Segments, Significant Customer and Geographic Information | |
Schedule of selected unaudited condensed consolidated financial information for reportable segments | Agriculture Roadway Transportation and Weather Sensors Systems Analytics Total (In thousands) Year Ended March 31, 2020 Product revenues $ 49,082 $ 5,925 $ — $ 55,007 Service revenues 288 52,108 6,714 59,110 Total revenues 49,370 58,033 6,714 114,117 Depreciation 200 330 77 607 Segment income (loss) 7,787 10,556 (3,852) 14,491 Year Ended March 31, 2019 Product revenues 43,253 4,974 — 48,227 Service revenues 239 44,841 5,816 50,896 Total revenues 43,492 49,815 5,816 99,123 Depreciation 233 195 103 531 Segment income (loss) 7,011 5,907 (5,024) 7,894 Year Ended March 31, 2018 Product revenues 44,163 2,301 — 46,464 Service revenues 194 52,180 4,891 57,265 Total revenues 44,357 54,481 4,891 103,729 Depreciation 221 204 109 534 Segment income (loss) $ 8,825 $ 8,639 $ (8,048) $ 9,416 |
Schedule of reconciles total segment income (loss) to unaudited condensed consolidated loss from continuing operations before income taxes | Year Ended March 31, 2020 2019 2018 (In thousands) Segment income: Total income from reportable segments $ 14,491 $ 7,894 $ 9,416 Unallocated amounts: Corporate expenses (19,710) (15,578) (14,930) Amortization of intangible assets (757) (275) (88) Operating loss $ (5,976) $ (7,959) $ (5,602) $ (5,976) $ (7,959) $ (5,602) |
Schedule of percentages of revenues, by geographic region, derived from shipments to, or contract, service and other revenues from, external customers located outside the U.S. | Year Ended March 31, 2020 2019 2018 Canada — % — % 1 % Europe — 1 1 — % 1 % 2 % |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Quarterly Financial Data (Unaudited) | |
Schedule of quarterly financial data (Unaudited) | Basic Net Diluted Net Net (Loss) Income (Loss) Income (Loss ) Quarter Ended: Revenues Gross Profit Income per Share per Share (In thousands, except per share amounts) June 30, 2019 $ 26,607 $ 10,407 $ (1,572) $ (0.05) $ (0.05) September 30, 2019 27,882 11,384 (2,187) (0.05) (0.05) December 31, 2019 28,733 11,938 (2,068) (0.05) (0.05) March 31, 2020 30,895 14,032 217 0.01 0.01 $ 114,117 $ 47,761 $ (5,610) $ (0.14) * $ (0.14) * June 30, 2018 $ 25,475 $ 10,192 $ (1,579) $ (0.05) $ (0.05) September 30, 2018 24,417 9,661 (1,341) (0.04) (0.04) December 31, 2018 23,140 8,892 (2,464) (0.07) (0.07) March 31, 2019 26,091 9,861 (2,432) (0.07) (0.07) $ 99,123 $ 38,606 $ (7,816) $ (0.23) * $ (0.23) * * |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) | Jun. 13, 2019USD ($)shares | Mar. 31, 2020USD ($)customer | Mar. 31, 2019USD ($)customer | Mar. 31, 2018USD ($)customer | Apr. 01, 2019USD ($) | Mar. 31, 2017USD ($) |
Significant accounting policies | ||||||
Proceeds from Issuance of Common Stock | $ 26,751,000 | |||||
Revenue Recognition | ||||||
Prepaid expenses and other current assets | 2,149,000 | $ 1,367,000 | ||||
Total assets | 101,957,000 | 57,955,000 | ||||
Deferred revenue | 5,963,000 | 4,883,000 | ||||
Total liabilities | 38,830,000 | 23,900,000 | ||||
Accumulated deficit | (117,153,000) | (111,543,000) | ||||
Total liabilities and stockholders' equity | 101,957,000 | 57,955,000 | ||||
Contract Fulfillment Costs | ||||||
Capitalized contract fulfillment costs | $ 1,236,000 | 172,000 | ||||
Practical Expedients and Exemptions | ||||||
Practical expedients not disclosing performance obligation | true | |||||
Practical expedients incremental cost | true | |||||
Cash, Cash Equivalents and Restricted Cash | ||||||
Restricted cash related to the shares purchased | $ 146,000 | |||||
Cash and cash equivalents | 14,217,000 | 7,071,000 | ||||
Restricted cash | 146,000 | |||||
Cash, cash and cash equivalents and Restricted cash | 14,363,000 | 7,071,000 | $ 10,152,000 | $ 18,201,000 | ||
Goodwill and Long-Lived Assets | ||||||
Impairment of long-lived and intangible assets | 0 | 0 | ||||
Income Taxes | ||||||
Valuation allowance on deferred tax assets | 14,163,000 | $ 12,250,000 | ||||
Recent Accounting Pronouncements | ||||||
Lease liabilities | 13,930,000 | |||||
Operating lease right-of-use-assets | $ 13,044,000 | |||||
Total revenues | ||||||
Concentration of Credit Risk | ||||||
Percentage of concentration risk | 1.00% | 2.00% | ||||
Total revenues | Customer | One individual customer | ||||||
Concentration of Credit Risk | ||||||
Number of customers | customer | 1 | 1 | ||||
Percentage of concentration risk | 24.00% | 22.00% | ||||
Total revenues | Customer | No individual customer | ||||||
Concentration of Credit Risk | ||||||
Number of customers | customer | 0 | |||||
Percentage of concentration risk | 10.00% | |||||
Total accounts receivable | Customer | No individual customer | ||||||
Concentration of Credit Risk | ||||||
Number of customers | customer | 0 | 0 | ||||
Minimum | ||||||
Warranty | ||||||
Warranty period | 1 year | |||||
Minimum | Property and equipment | ||||||
Property and Equipment, net | ||||||
Useful life | 3 years | |||||
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 | |||||
ASU 2016-02 | ||||||
Recent Accounting Pronouncements | ||||||
Lease liabilities | $ 14,200,000 | |||||
Operating lease right-of-use-assets | 13,400,000 | |||||
Derecognition of deferred rent | $ 827,000 | |||||
Stockholders of AGI | ||||||
Significant accounting policies | ||||||
Payments to Acquire Businesses, Gross | $ 6,200,000 | |||||
Underwritten Public Offering | ||||||
Significant accounting policies | ||||||
Stock Issued During Period, Shares, New Issues | shares | 6,182,797 | |||||
Proceeds from Issuance of Common Stock | $ 26,800,000 |
Supplementary Financial Infor_3
Supplementary Financial Information - Inventories , Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Inventories | |||
Materials and supplies | $ 1,380,000 | $ 1,517,000 | |
Work in process | 162,000 | 356,000 | |
Finished goods | 1,498,000 | 1,043,000 | |
Total inventories | 3,040,000 | 2,916,000 | |
Property and Equipment, net | |||
Accumulated depreciation | (8,201,000) | (7,418,000) | |
Property and Equipment, net | 1,942,000 | 1,965,000 | |
Depreciation expense | 848,000 | 854,000 | $ 819,000 |
Equipment | |||
Property and Equipment, net | |||
Gross | 7,134,000 | 6,444,000 | |
Leasehold improvements | |||
Property and Equipment, net | |||
Gross | 3,009,000 | 2,939,000 | |
Cost of revenues | |||
Property and Equipment, net | |||
Depreciation expense | 291,000 | 286,000 | 288,000 |
Operating expenses | |||
Property and Equipment, net | |||
Depreciation expense | $ 557,000 | $ 568,000 | $ 531,000 |
Supplementary Financial Infor_4
Supplementary Financial Information - Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Intangible Assets | |||
Gross Carrying Amount | $ 13,826,000 | $ 9,484,000 | |
Accumulated Amortization | (7,689,000) | (6,198,000) | |
Net Book Value | 6,137,000 | 3,286,000 | |
Amortization expense | 1,492,000 | 1,125,000 | $ 726,000 |
Amortization recorded to cost of revenues | 736,000 | 850,000 | 638,000 |
Amortization of intangible assets | 757,000 | 275,000 | $ 88,000 |
Net capitalized software development costs | $ 2,900,000 | 3,300,000 | |
Useful life (in years) | 5 years 3 months 18 days | ||
Technology | |||
Intangible Assets | |||
Gross Carrying Amount | $ 1,856,000 | 1,856,000 | |
Accumulated Amortization | (1,856,000) | (1,856,000) | |
Customer contracts / relationships | |||
Intangible Assets | |||
Gross Carrying Amount | 4,250,000 | 750,000 | |
Accumulated Amortization | (1,188,000) | (750,000) | |
Net Book Value | $ 3,062,000 | ||
Useful life (in years) | 6 years | ||
Trade names and non-compete agreements | |||
Intangible Assets | |||
Gross Carrying Amount | $ 1,320,000 | 1,110,000 | |
Accumulated Amortization | (1,163,000) | (1,110,000) | |
Net Book Value | $ 157,000 | ||
Useful life (in years) | 3 years | ||
Capitalized software development costs | |||
Intangible Assets | |||
Gross Carrying Amount | $ 6,400,000 | 5,768,000 | |
Accumulated Amortization | (3,482,000) | (2,482,000) | |
Net Book Value | 2,918,000 | 3,286,000 | |
Oracle ERP system design and implementation | |||
Intangible Assets | |||
Net capitalized software development costs | $ 1,900,000 | $ 2,200,000 | |
Useful life (in years) | 10 years |
Supplementary Financial Infor_5
Supplementary Financial Information - Future Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Future estimated amortization expense | ||
2021 | $ 1,419 | |
2022 | 1,234 | |
2023 | 1,010 | |
2024 | 879 | |
2025 | 849 | |
Thereafter | 746 | |
Net Book Value | $ 6,137 | $ 3,286 |
Supplementary Financial Infor_6
Supplementary Financial Information - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Activity related to carrying value of goodwill | |||
Balance at the end of the year | $ 25,288 | $ 25,288 | $ 25,288 |
Accumulated impairment losses | (10,138) | (10,138) | (10,138) |
Acquired goodwill (see Note 11) | 5,440 | ||
Goodwill, net | 20,590 | 15,150 | 15,150 |
Roadway Sensors | |||
Activity related to carrying value of goodwill | |||
Balance at the end of the year | 8,214 | 8,214 | 8,214 |
Goodwill, net | 8,214 | 8,214 | 8,214 |
Transportation Systems | |||
Activity related to carrying value of goodwill | |||
Balance at the end of the year | 14,906 | 14,906 | 14,906 |
Accumulated impairment losses | (7,970) | (7,970) | (7,970) |
Acquired goodwill (see Note 11) | 5,440 | ||
Goodwill, net | 12,376 | 6,936 | 6,936 |
Agriculture and Weather Analytics | |||
Activity related to carrying value of goodwill | |||
Balance at the end of the year | 2,168 | 2,168 | 2,168 |
Accumulated impairment losses | $ (2,168) | $ (2,168) | $ (2,168) |
Supplementary Financial Infor_7
Supplementary Financial Information - Warranty Reserve Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Activity related to warranty reserve | |||
Balance at beginning of fiscal year | $ 463 | $ 403 | $ 278 |
Additions charged to cost of sales | 649 | 647 | 623 |
Warranty claims | (696) | (587) | (498) |
Balance at end of fiscal year | $ 416 | $ 463 | $ 403 |
Supplementary Financial Infor_8
Supplementary Financial Information - Earnings (loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | |||||||||||
Loss from continuing operations | $ (5,610) | $ (7,816) | $ (3,768) | ||||||||
Gain on sale of discontinued operation, net of tax | 242 | ||||||||||
Net loss | $ 217 | $ (2,068) | $ (2,187) | $ (1,572) | $ (2,432) | $ (2,464) | $ (1,341) | $ (1,579) | $ (5,610) | $ (7,816) | $ (3,526) |
Denominator: | |||||||||||
Weighted average common shares used in basic and diluted computation | 39,012 | 33,266 | 32,776 | ||||||||
Loss from continuing operations per share: | |||||||||||
Basic (in dollars per share) | $ (0.14) | $ (0.23) | $ (0.12) | ||||||||
Diluted (in dollars per share) | $ (0.14) | $ (0.23) | $ (0.12) |
Supplementary Financial Infor_9
Supplementary Financial Information - Earnings (loss) Per Share Excluded weighted average (Details) - shares shares in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
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 | 6,190 | 5,056 | 3,917 |
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 | 110 | 12 | 228 |
Sale of Vehicle Sensors (Detail
Sale of Vehicle Sensors (Details) | Jul. 29, 2011 | Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020segment |
Sale of Vehicle Sensors | ||||||
Amount of earn-outs in connection with royalty | $ 114,117,000 | $ 99,123,000 | $ 103,729,000 | |||
Net proceeds from sale of discontinued operation | 107,000 | 511,000 | ||||
Number of discontinued operations business segments | segment | 1 | 1 | ||||
Gain on sale of discontinued operation, net of tax | 242,000 | |||||
Vehicle Sensors segment | ||||||
Sale of Vehicle Sensors | ||||||
Additional cash consideration, percentage of revenue associated with royalties | 85.00% | |||||
Amount of earn-outs in connection with royalty | $ 2,700,000 | |||||
Type of revenue | iti:RoyaltyMember | |||||
Net proceeds from sale of discontinued operation | $ 18,000,000 | |||||
Gain on sale of discontinued operation, net of tax | $ 0 | $ 0 | $ 242,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value Measurements | ||
Amortized Cost | $ 22,135,000 | $ 5,274,000 |
Gross Unrealized Loss | (24,000) | (1,000) |
Gross Unrealized Gain | 20,000 | |
Estimated Fair Value | 22,131,000 | 5,273,000 |
Other-than-temporary impairment of investments | 0 | |
Level 1 | ||
Fair Value Measurements | ||
Amortized Cost | 10,576,000 | 3,338,000 |
Gross Unrealized Loss | (1,000) | |
Estimated Fair Value | 10,575,000 | 3,338,000 |
Level 1 | Money market funds | ||
Fair Value Measurements | ||
Amortized Cost | 10,576,000 | 3,338,000 |
Gross Unrealized Loss | (1,000) | |
Estimated Fair Value | 10,575,000 | 3,338,000 |
Level 2 | ||
Fair Value Measurements | ||
Amortized Cost | 11,559,000 | 1,936,000 |
Gross Unrealized Loss | (23,000) | (1,000) |
Gross Unrealized Gain | 20,000 | |
Estimated Fair Value | 11,556,000 | 1,935,000 |
Level 2 | Commercial paper | ||
Fair Value Measurements | ||
Amortized Cost | 1,495,000 | |
Gross Unrealized Loss | (1,000) | |
Estimated Fair Value | 1,494,000 | |
Level 2 | Corporate notes and bonds | ||
Fair Value Measurements | ||
Amortized Cost | 6,044,000 | 1,434,000 |
Gross Unrealized Loss | (22,000) | (1,000) |
Estimated Fair Value | 6,022,000 | 1,433,000 |
Level 2 | US Treasuries | ||
Fair Value Measurements | ||
Amortized Cost | 3,013,000 | 502,000 |
Gross Unrealized Gain | 20,000 | |
Estimated Fair Value | 3,033,000 | $ 502,000 |
Level 2 | US Government agencies | ||
Fair Value Measurements | ||
Amortized Cost | 1,007,000 | |
Estimated Fair Value | $ 1,007,000 |
Income Taxes - Components of cu
Income Taxes - Components of current and deferred federal and state income tax (benefits) provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Components of income tax (benefit) expense | |||
Loss from continuing operations before income taxes | $ (5,450) | $ (7,780) | $ (5,586) |
Current income tax provision: | |||
Federal | 3 | ||
State | 34 | 36 | 45 |
Total current tax provision | 34 | 36 | 48 |
Deferred income tax benefit: | |||
Federal | 105 | (1,849) | |
State | 21 | (17) | |
Total deferred benefit provision | 126 | (1,866) | |
Provision (benefit) for income taxes on continued operations | 160 | 36 | (1,818) |
Loss from continuing operations, net of taxes | $ (5,610) | $ (7,816) | $ (3,768) |
Income Taxes - Reconciliation a
Income Taxes - Reconciliation and Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Reconciliation of income tax (benefit) provision to taxes computed at U.S. federal statutory rates | |||
Benefit for income taxes at statutory rates | $ (1,095) | $ (1,634) | $ (1,720) |
Change in federal tax rate | 4,134 | ||
State income taxes net of federal benefit | (198) | (620) | (255) |
Tax credits | (658) | (343) | (567) |
Compensation charges | 151 | 199 | (324) |
Change in valuation allowance | 1,913 | 2,385 | (3,153) |
Other | 47 | 49 | 67 |
Provision (benefit) for income taxes | 160 | 36 | $ (1,818) |
Deferred tax assets: | |||
Net operating losses | 4,284 | 5,335 | |
Capitalized R&D | 3,520 | 2,347 | |
Credit carry forwards | 3,510 | 2,806 | |
Deferred compensation and payroll | 2,304 | 1,655 | |
Bad debt allowance and other reserves | 656 | 618 | |
Deferred rent | 202 | ||
Operating leases | 219 | ||
Property and equipment | 60 | 139 | |
Other, net | 556 | 309 | |
Total deferred tax assets | 15,109 | 13,411 | |
Valuation allowance | (14,163) | (12,250) | |
Total deferred tax assets, net of valuation allowance | 946 | 1,161 | |
Deferred tax liabilities: | |||
Acquired intangibles | (596) | (759) | |
Goodwill | (540) | (467) | |
Total deferred tax liabilities | (1,136) | (1,226) | |
Net deferred tax liabilities | $ (190) | $ (65) |
Income Taxes - Federal and Stat
Income Taxes - Federal and State tax credit carryforwards (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Deferred tax assets, tax credit carryforwards | ||
Federal research credits | $ 3,520,000 | $ 2,347,000 |
Valuation allowance on deferred tax assets | 14,163,000 | $ 12,250,000 |
Federal | ||
Deferred tax assets, tax credit carryforwards | ||
Alternative minimum tax credit carryforwards | 551,000 | |
Federal research credits | 2,500,000 | |
Net operating loss carryforwards | 10,700,000 | |
Federal | 2022 | ||
Deferred tax assets, tax credit carryforwards | ||
Net operating loss carryforwards | 7,300,000 | |
State | ||
Deferred tax assets, tax credit carryforwards | ||
Tax credit carryforwards | 1,300,000 | |
State | 2031 | ||
Deferred tax assets, tax credit carryforwards | ||
Net operating loss carryforwards | $ 8,700,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Taxes | |||
Unrecognized tax benefits netted against certain noncurrent deferred tax assets | $ 861,000 | $ 580,000 | |
Unrecognized tax benefits that, if recognized, would affect effective tax rate | 840,000 | 609,000 | |
Gross unrecognized tax benefits | |||
Gross unrecognized tax benefits at beginning of year | 687,000 | 586,000 | $ 426,000 |
Increases for tax positions taken in prior years | 101,000 | 2,000 | 62,000 |
Increases for tax positions taken in the current year | 180,000 | 116,000 | 122,000 |
Lapse in statute of limitations | (16,000) | (17,000) | (24,000) |
Gross unrecognized tax benefits at March 31 | $ 952,000 | $ 687,000 | $ 586,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | |||
Mar. 31, 2020USD ($)subsidiary | Aug. 11, 2018USD ($) | Aug. 11, 2016USD ($) | Jul. 23, 2013USD ($) | |
Maximum | Maxxess | ||||
Related Party Transaction | ||||
Ownership percentage of non-controlling | 2.00% | |||
Maxxess | ||||
Related Party Transaction | ||||
Number of former subsidiaries | subsidiary | 1 | |||
Promissory note payable issued to reporting entity for amounts previously owed under a sublease agreement | $ 274,000 | $ 274,000 | $ 274,000 | |
Interest on promissory note (as a percent) | 6.00% | |||
Gain on due amount paid to the related party recognized in other income | $ 146,000 |
Right-of-Use Assets and Lease_3
Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Assets | |||
Operating lease right-of-use-assets | $ 13,044 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease right-of-use-assets | ||
Liabilities | |||
Operating lease liabilities (short-term) | $ 1,935 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | ||
Operating lease liabilities (long-term) | $ 11,995 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liabilities (long-term) | ||
Total lease liabilities | $ 13,930 | ||
Lease Costs | |||
Lease costs | 2,600 | $ 1,900 | $ 1,800 |
Variable lease costs | $ 0 | $ 0 | $ 0 |
Minimum | |||
Operating Lease | |||
Renewal option term | 1 year | 1 year | 1 year |
Maximum | |||
Operating Lease | |||
Renewal option term | 5 years | 5 years | 5 years |
Right-of-Use Assets and Lease_4
Right-of-Use Assets and Lease Liabilities - Supplemental Information (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Supplemental Information | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2,608 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 581 |
Weighted average remaining lease term | 7 years |
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 | Mar. 31, 2020USD ($) |
Undiscounted Cash Flows | |
2021 | $ 2,577 |
2022 | 2,457 |
2023 | 2,326 |
2024 | 2,248 |
2025 | 2,062 |
Thereafter | 4,852 |
Total lease payments | 16,522 |
Less imputed interest | (2,592) |
Total lease liabilities | 13,930 |
Less current obligations under leases | (1,935) |
Long-term lease obligations | $ 11,995 |
Right-of-Use Assets and Lease_6
Right-of-Use Assets and Lease Liabilities - Prior to Adoption of New Lease Standard (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Disclosure Related to Periods Prior to Adoption of New Lease Standard | |
2020 | $ 2,408 |
2021 | 2,150 |
2022 | 1,981 |
2023 | 548 |
2024 | 177 |
Total minimum lease payments | $ 7,264 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 1 Months Ended | ||
Aug. 31, 2009itemshares | Mar. 31, 2020shares | Mar. 31, 2019shares | |
Common Stock Reserved for Future Issuance | |||
Stock options outstanding (in shares) | 5,934,000 | ||
Restricted stock units outstanding (in shares) | 404,000 | ||
Authorized for future issuance under stock incentive plans (in shares) | 1,691,000 | ||
Common stock reserved for future issuance (in shares) | 8,029,000 | ||
Preferred Stock | |||
Authorized shares of preferred stock | 2,000,000 | 2,000,000 | |
Outstanding shares of preferred stock | 0 | 0 | |
Stockholder Rights Plan | |||
Common Stock Warrants | |||
Number of preferred stock purchase rights distributed as dividend for each shares of common stock held (in shares) | 1 | ||
Number of shares of Series A Junior Participating Preferred Stock that each right will enable the holder to buy | 0.001 | ||
Number of series of junior participating preferred stock eliminated | item | 2 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Oct. 31, 2014 | Sep. 30, 2012 | Sep. 30, 2009 | Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Benefit Plans | ||||||
Stock options vested and expected to vest | $ 5,900 | |||||
Number of Options | ||||||
Options outstanding at the end of the period (in shares) | 5,934,000 | |||||
Number of Shares | ||||||
RSUs outstanding at the end of the period (in shares) | 404,000 | |||||
Stock options | ||||||
Number of Options | ||||||
Options outstanding at the beginning of the period (in shares) | 5,035,000 | |||||
Granted (in shares) | 1,206,000 | |||||
Exercised (in shares) | (119,000) | |||||
Forfeited (in shares) | (188,000) | |||||
Options outstanding at the end of the period (in shares) | 5,934,000 | 5,035,000 | ||||
Weighted Average Exercise Price Per Share | ||||||
Options outstanding at the beginning of the period (in dollars per share) | $ 3.70 | |||||
Granted (in dollars per share) | 5.06 | |||||
Exercised (in dollars per share) | 2.13 | |||||
Forfeited (in dollars per share) | 4.94 | |||||
Options outstanding at the end of the period (in dollars per share) | $ 3.99 | $ 3.70 | ||||
Weighted Average Remaining Contractual Life | ||||||
Options outstanding at the end of the period | 7 years 2 months 12 days | 7 years 7 months 6 days | ||||
Aggregate Intrinsic Value | ||||||
Options outstanding at the end of the period (in dollars) | $ 2,095 | $ 4,430 | ||||
Restricted stock units | ||||||
Number of Shares | ||||||
RSUs outstanding at the beginning of the period (in shares) | 112,000 | |||||
Granted (in shares) | 374,000 | |||||
Vested (in shares) | (78,000) | |||||
Forfeited (in shares) | (4,000) | |||||
RSUs outstanding at the end of the period (in shares) | 404,000 | 112,000 | ||||
Weighted Average Price Per Share | ||||||
RSUs outstanding at the beginning of the period (in dollars per share) | $ 4.62 | |||||
Granted (in dollars per share) | 5.12 | |||||
Vested (in dollars per share) | 4.17 | |||||
Forfeited (in dollars per share) | 5.52 | |||||
RSUs outstanding at the end of the period (in dollars per share) | $ 5.16 | $ 4.62 | ||||
Weighted Average Remaining Life | ||||||
RSUs outstanding at the end of the period | 2 years | 1 year 1 month 6 days | ||||
Aggregate Intrinsic Value | ||||||
RSUs outstanding at the end of the period (in dollars) | $ 1,295 | $ 19 | ||||
2007 Plan | ||||||
Employee Benefit Plans | ||||||
Increase in number of shares of common stock authorized and reserved for issuance under the plan | 1,000,000 | 1,500,000 | 800,000 | 800,000 | ||
Stock options authorized under the plan (in shares) | 4,950,000 | 3,950,000 | 2,450,000 | 1,650,000 | ||
2007 Plan | Restricted stock units | ||||||
Employee Benefit Plans | ||||||
Vesting percentage | 25.00% | |||||
Vesting period | 4 years | |||||
Aggregate Intrinsic Value | ||||||
Number of shares of common stock receivable upon vesting of each RSU | 1 | |||||
2016 Plan | Stock options | ||||||
Employee Benefit Plans | ||||||
Vesting percentage | 25.00% | |||||
Vesting period | 4 years | |||||
Stock available for grant | 1,700,000 | |||||
2016 Plan | Stock options | Maximum | ||||||
Employee Benefit Plans | ||||||
Expiration term | 10 years | |||||
2016 Plan | Restricted stock units | Minimum | ||||||
Employee Benefit Plans | ||||||
Vesting period | 1 year | |||||
2016 Plan | Restricted stock units | Maximum | ||||||
Employee Benefit Plans | ||||||
Vesting period | 4 years |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Stock-Based Compensation | |||
Total stock-based compensation expense | $ 2,785 | $ 2,156 | $ 1,781 |
Stock options | |||
Stock-Based Compensation | |||
Unrecognized compensation expense | $ 5,500 | ||
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 | $ 1,500 | ||
Weighted average period over which compensation expense is expected to be recognized | 2 years | ||
Cost of revenues | |||
Stock-Based Compensation | |||
Total stock-based compensation expense | $ 175 | 146 | 71 |
Selling, general and administrative expense | |||
Stock-Based Compensation | |||
Total stock-based compensation expense | 2,364 | 1,804 | 1,558 |
Research and development expense | |||
Stock-Based Compensation | |||
Total stock-based compensation expense | $ 246 | $ 206 | $ 152 |
Employee Benefit Plans - Stoc_2
Employee Benefit Plans - Stock options granted (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Weighted average assumptions used in estimating the grant date fair value of stock options granted | |||
Expected life-years | 6 years 9 months 18 days | 5 years 10 months 24 days | 6 years 6 months |
Risk-free interest rate (as a percent) | 2.20% | 2.70% | 2.70% |
Expected volatility of common stock (as a percent) | 47.00% | 43.00% | 43.00% |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Fair value and intrinsic value information | |||
Weighted average grant date fair value per share of options granted (in dollars per share) | $ 2.52 | $ 1.89 | $ 2.59 |
Intrinsic value of options exercised (in dollars) | $ 378 | $ 114 | $ 2,469 |
Employee Benefit Plans - Employ
Employee Benefit Plans - Employee Incentive Programs (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Profit Sharing Plan | |||
Employee incentive programs | |||
Employer contribution under plan (in dollars) | $ 0 | $ 0 | $ 0 |
401 (k) Plan | |||
Employee incentive programs | |||
Employer contribution under plan (in dollars) | $ 1,317,000 | $ 1,185,000 | $ 1,067,000 |
Employer matching contribution (as a percent) | 50.00% | ||
Vesting period of employer matching contributions | 3 years |
Employee Benefit Plans - Other
Employee Benefit Plans - Other Stock-Based Compensation Plans (Details) | Jan. 01, 2018USD ($)period | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($)shares |
Other Stock-Based Compensation Plans | ||||
Stock-based compensation expense | $ 2,785,000 | $ 2,156,000 | $ 1,781,000 | |
Restricted cash | $ 146,000 | |||
ESPP | ||||
Other Stock-Based Compensation Plans | ||||
Purchase price of common stock (as a percent) | 95.00% | |||
Number of offering periods | period | 2 | |||
Duration of offering period (in months) | 6 months | |||
Annual stock value | $ 25,000 | |||
Number of share repurchases | shares | 91,000 | 92,000 | 0 | |
Stock-based compensation expense | $ 0 | |||
Restricted cash | $ 146,000 | |||
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, $ in Millions | Nov. 06, 2014 | Aug. 31, 2012 | Mar. 31, 2020 | Mar. 31, 2020 | Aug. 09, 2012 | Aug. 31, 2011 |
Stock Repurchase Program | ||||||
Number of shares acquired | 3,422,000 | |||||
Value of common stock repurchased | $ 5.6 | |||||
Average price per share of common stock repurchased (in dollars per share) | $ 1.63 | |||||
August 2011 Program | ||||||
Stock Repurchase Program | ||||||
Number of shares acquired | 964,000 | |||||
Value of common stock repurchased | $ 1.3 | |||||
August 2011 Program | Maximum | ||||||
Stock Repurchase Program | ||||||
Value of common stock approved under stock repurchase program | $ 3 | |||||
August 2012 Program | ||||||
Stock Repurchase Program | ||||||
Value of remaining funds cancelled under initial stock repurchase program | $ 1.7 | |||||
Increase in the authorized amount for repurchase of common stock | $ 3 | |||||
Value of common stock available for repurchase under current program | $ 1.7 | $ 1.7 | ||||
August 2012 Program | Maximum | ||||||
Stock Repurchase Program | ||||||
Value of common stock approved under stock repurchase program | $ 3 |
Acquisition (Details)
Acquisition (Details) - AGI - USD ($) $ in Millions | Jul. 02, 2019 | Mar. 31, 2020 |
Purchased intangible assets | ||
Purchase price | $ 10.8 | |
Number of shares held in escrow account | 114,943 | |
Period in which shares held in escrow account | 18 months | |
Service revenue from the date of acquisition | $ 6.4 | |
Segment income | $ 1.7 |
Acquisition - Purchase price al
Acquisition - Purchase price allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jul. 02, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Acquisition | ||||
Intangible assets | $ 3,710 | |||
Goodwill | $ 20,590 | $ 15,150 | $ 15,150 | |
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 |
Acquisition - Fair values and u
Acquisition - Fair values and useful lives of the identifiable intangible assets (Details) $ in Thousands | Jul. 02, 2019USD ($) |
Intangible Assets | |
Intangible assets | $ 3,710 |
Customer relationships | |
Intangible Assets | |
Intangible assets | $ 3,500 |
Weighted average useful life | 6 years |
Non-compete agreement | |
Intangible Assets | |
Intangible assets | $ 210 |
Weighted average useful life | 3 years |
Acquisition - Acquisition-Relat
Acquisition - Acquisition-Related Costs (Details) - USD ($) | Jul. 02, 2019 | Mar. 31, 2020 |
Acquisition | ||
Retention bonuses | $ 1,700,000 | |
Per share amount of granted shares | $ 5.22 | |
Amount of retention bonuses payable in cash | $ 570,000 | |
Vesting period | 3 years | |
Stock based compensation and salaries expense | $ 1,000,000 | |
Professional fees | $ 689,000 |
Acquisition - Pro Forma Financi
Acquisition - Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Acquisition | ||
Pro forma revenue | $ 116,333 | $ 107,049 |
Pro forma net loss | $ (5,775) | $ (7,108) |
Pro forma loss per common stock | ||
Basic | $ (0.14) | $ (0.21) |
Diluted | $ (0.14) | $ (0.21) |
Business Segments, Significan_3
Business Segments, Significant Customer and Geographic Information - Business Segments (Details) | 12 Months Ended | ||
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | |
Business Segments | |||
Number of reportable segments | segment | 3 | ||
Total revenues | $ 114,117,000 | $ 99,123,000 | $ 103,729,000 |
Depreciation | 848,000 | 854,000 | 819,000 |
Segment income (loss) | (5,976,000) | (7,959,000) | (5,602,000) |
Product | |||
Business Segments | |||
Total revenues | 55,007,000 | 48,227,000 | 46,464,000 |
Service | |||
Business Segments | |||
Total revenues | 59,110,000 | 50,896,000 | 57,265,000 |
Operating segments | |||
Business Segments | |||
Total revenues | 114,117,000 | 99,123,000 | 103,729,000 |
Depreciation | 607,000 | 531,000 | 534,000 |
Segment income (loss) | 14,491,000 | 7,894,000 | 9,416,000 |
Operating segments | Product | |||
Business Segments | |||
Total revenues | 55,007,000 | 48,227,000 | 46,464,000 |
Operating segments | Service | |||
Business Segments | |||
Total revenues | 59,110,000 | 50,896,000 | 57,265,000 |
Operating segments | Roadway Sensors | |||
Business Segments | |||
Total revenues | 49,370,000 | 43,492,000 | 44,357,000 |
Depreciation | 200,000 | 233,000 | 221,000 |
Segment income (loss) | 7,787,000 | 7,011,000 | 8,825,000 |
Operating segments | Roadway Sensors | Product | |||
Business Segments | |||
Total revenues | 49,082,000 | 43,253,000 | 44,163,000 |
Operating segments | Roadway Sensors | Service | |||
Business Segments | |||
Total revenues | 288,000 | 239,000 | 194,000 |
Operating segments | Transportation Systems | |||
Business Segments | |||
Total revenues | 58,033,000 | 49,815,000 | 54,481,000 |
Depreciation | 330,000 | 195,000 | 204,000 |
Segment income (loss) | 10,556,000 | 5,907,000 | 8,639,000 |
Operating segments | Transportation Systems | Product | |||
Business Segments | |||
Total revenues | 5,925,000 | 4,974,000 | 2,301,000 |
Operating segments | Transportation Systems | Service | |||
Business Segments | |||
Total revenues | 52,108,000 | 44,841,000 | 52,180,000 |
Operating segments | Agriculture and Weather Analytics | |||
Business Segments | |||
Total revenues | 6,714,000 | 5,816,000 | 4,891,000 |
Depreciation | 77,000 | 103,000 | 109,000 |
Segment income (loss) | (3,852,000) | (5,024,000) | (8,048,000) |
Operating segments | Agriculture and Weather Analytics | Service | |||
Business Segments | |||
Total revenues | $ 6,714,000 | $ 5,816,000 | $ 4,891,000 |
Business Segments, Significan_4
Business Segments, Significant Customer and Geographic Information - Reconciliation of Total Segment (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Segment income (loss): | |||
Operating income (loss) | $ (5,976,000) | $ (7,959,000) | $ (5,602,000) |
Amortization of intangible assets | (757,000) | (275,000) | (88,000) |
Operating segments | |||
Segment income (loss): | |||
Operating income (loss) | 14,491,000 | 7,894,000 | 9,416,000 |
Unallocated amounts | |||
Segment income (loss): | |||
Corporate expenses | (19,710,000) | (15,578,000) | (14,930,000) |
Amortization of intangible assets | $ (757,000) | $ (275,000) | $ (88,000) |
Business Segments, Significan_5
Business Segments, Significant Customer and Geographic Information - Concentration Risk (Details) - Receivable - Customer - customer | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Customer concentration | |||
Number of customers or government agencies | 0 | 0 | 1 |
One individual customer | |||
Customer concentration | |||
Concentration Risk, Percentage | 13.00% |
Business Segments, Significan_6
Business Segments, Significant Customer and Geographic Information - Percentage of Revenue by Geographic region (Details) - Total revenues | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Percentage of revenues by geographic region derived from shipments to, or contract, service and other revenues from, external customers located outside the U.S. | ||
Percentage of total net sales and contract revenues | 1.00% | 2.00% |
Canada | ||
Percentage of revenues by geographic region derived from shipments to, or contract, service and other revenues from, external customers located outside the U.S. | ||
Percentage of total net sales and contract revenues | 1.00% | |
Europe | ||
Percentage of revenues by geographic region derived from shipments to, or contract, service and other revenues from, external customers located outside the U.S. | ||
Percentage of total net sales and contract revenues | 1.00% | 1.00% |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Quarterly Financial Data (Unaudited) | |||||||||||
Revenues | $ 30,895 | $ 28,733 | $ 27,882 | $ 26,607 | $ 26,091 | $ 23,140 | $ 24,417 | $ 25,475 | $ 114,117 | $ 99,123 | |
Gross Profit | 14,032 | 11,938 | 11,384 | 10,407 | 9,861 | 8,892 | 9,661 | 10,192 | 47,761 | 38,606 | $ 39,831 |
Net (Loss) Income | $ 217 | $ (2,068) | $ (2,187) | $ (1,572) | $ (2,432) | $ (2,464) | $ (1,341) | $ (1,579) | $ (5,610) | $ (7,816) | $ (3,526) |
Basic Net Income/(Loss) per Share (in dollars per share) | $ 0.01 | $ (0.05) | $ (0.05) | $ (0.05) | $ (0.07) | $ (0.07) | $ (0.04) | $ (0.05) | $ (0.14) | $ (0.23) | |
Diluted Net Income/(Loss) per Share (in dollars per share) | $ 0.01 | $ (0.05) | $ (0.05) | $ (0.05) | $ (0.07) | $ (0.07) | $ (0.04) | $ (0.05) | $ (0.14) | $ (0.23) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events - Agriculture and Weather Analytics Segment - Asset Purchase Agreement - USD ($) | May 05, 2020 | May 02, 2020 |
Subsequent Event | ||
Purchase price | $ 12,000,000 | |
Cash paid | $ 10,500,000 | |
Amount of remaining balance will be paid at 12- and 18- month anniversaries | $ 1,500,000 |