SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

 

For the transition period from            to            

 

Commission file number   0-10605

 

ITERIS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes  ý   No  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

 

Yes  o   No  ý

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Number of shares of Common Stock outstanding as of August 10, 2004:

 

Class A Common Stock  - 24,762,636 shares.

Class B Common Stock  - 922,067 shares.

 

 

ITERIS HOLDINGS, INC.

Quarterly Report on Form 10-Q

Table of Contents

 

PART I FINANCIAL INFORMATION
ITEM 1.	UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2004 AND MARCH 31, 2004
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003
	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
ITEM 4.	CONTROLS AND PROCEDURES
PART II  OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS
ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5.	OTHER INFORMATION
ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES

 

Unless otherwise indicated in this Report, “Iteris Holdings,” the “Company,” “we,” “us” and “our” collectively refer to Iteris Holdings, Inc. and its subsidiary, Iteris, Inc.

 

2

 

ITERIS HOLDINGS, INC.

 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

		June 30, 2004			March 31, 2004
ASSETS:
Current assets:
Cash		$	721		$	2,612
Trade accounts receivable, net		8,163			8,255
Notes receivable from sale of business units		125			125
Costs and estimated earnings in excess of billings on uncompleted contracts		2,243			2,653
Inventories:
Finished goods		458			542
Work in process		573			294
Materials and supplies		2,611			2,762
Total inventories		3,642			3,598
Prepaid expenses		583			323
Deferred tax assets		821			821
Total current assets		16,298			18,387
Property, plant and equipment:
Equipment, furniture and fixtures		7,994			7,821
Allowance for depreciation		(6,380		)	(6,179		)
Property, plant and equipment, net		1,614			1,642
Goodwill and intangible assets, net		21,660			9,807
Other assets		1,325			215
Total assets		$	40,897		$	30,051

 

3

 

ITERIS HOLDINGS, INC.

 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(in thousands)

 

		June 30, 2004			March 31, 2004
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable		$	3,136		$	3,560
Accrued payroll and related expenses		2,934			3,218
Accrued expenses		635			838
Billings in excess of costs and estimated earnings on uncompleted contracts		334			549
Deferred revenue		45			226
Income taxes payable		109			485
Revolving line of credit with related party		100			100
Revolving line of credit		1,064			—
Current portion of long-term debt and capital leases		1,295			42
Total current liabilities		9,652			9,018
Deferred gain on sale of building		1,633			1,774
Long-term debt and capital leases		4,523			891
Convertible debentures		10,100			—
Minority interest		610