Item 1.01. Entry into a Material Definitive Agreement.

On January 25, 2022, Iteris, Inc., a Delaware corporation (the "Company"), entered into a Credit Agreement (the "Credit Agreement") with Capital One, National Association, as agent.

The Credit Agreement provides for a $20 million revolving credit facility with a maturity date of January 25, 2026. In addition, the Company has the ability from time to time to increase the revolving commitments up to an additional aggregate amount not to exceed $40 million, subject to receipt of lender commitments and certain conditions precedent. As of the date of this Current Report on Form 8-K, the Credit Agreement remains undrawn and there is no outstanding balance under the revolving credit facility.

The revolving credit facility is collateralized by substantially all of our property and assets, including intellectual property. The Credit Agreement contains certain restrictions and covenants that require the Company to maintain, on an ongoing basis, (i) a leverage ratio of no greater than 3.00 to 1.00 and (ii) a fixed charge coverage ratio of not less than 1.25 to 1.00. The Credit Agreement also contains certain restrictive covenants, which could restrict or prohibit the Company's ability to incur indebtedness and certain liens, make certain capital expenditures, make certain restricted payments, make material depositions and acquisitions of assets, engage in certain affiliate transactions, or make certain other fundamental changes.

The leverage ratio also determines the applicable interest rate under the Credit Agreement. Borrowings under the revolving credit facility accrue interest at a rate equal to either SOFR or a specified base rate, at the Company's option, plus an applicable margin. The applicable margins range from 2.00% to 2.80% per annum for SOFR loans and 1.00% to 1.80% per annum for base rate loans. The revolving credit facility is subject to a commitment fee payable on the unused revolving credit facility commitments ranging from 0.25% to 0.35%, depending on the Company's leverage ratio. The Company is also required to pay certain fees to the agent and letter of credit issuers under the revolving credit facility.

In addition, the Credit Agreement includes customary events of default and upon an event of default, the Company cannot request additional borrowings and the lenders may elect to accelerate any outstanding principal and accrued and unpaid interest under the revolving credit facility. Further, outstanding principal and accrued and unpaid interest thereon automatically accelerate upon the entry of an order for relief with respect to any loan party under any bankruptcy, insolvency or other similar law.

The above summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith:





   10.1     Credit Agreement, dated as of January 25, 2022, by and between
          Iteris, Inc. and Capital One, National Association, as agent.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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