Forward-Looking Statements



This report, including the following discussion and analysis, contains
forward-looking statements (within the meaning of the Private Securities
Litigation Reform Act of 1995) that are based on our current expectations,
estimates and projections about our business and our industry, and reflect
management's beliefs and certain assumptions made by us based upon information
available to us as of the date of this report. When used in this report and the
information incorporated herein by reference, the words "expect(s)," "feel(s),"
"believe(s)," "intend(s)," "plan(s)," "should," "will," "may," "anticipate(s),"
"estimate(s)," "could," "should," and similar expressions or variations of these
words are intended to identify forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding our anticipated
growth, sales, revenue, expenses, profitability, capital needs, backlog,
manufacturing capabilities, the market acceptance of our products and services,
competition, statements concerning any potential future impact of the
coronavirus disease COVID-19 pandemic on our business, the impact of any current
or future litigation, the impact of recent accounting pronouncements, the impact
of current supply chain constraints, the applications for and acceptance of our
products and services, the status of our facilities and product development, the
impact of the sale of our Agriculture and Weather Analytics business, and the
impact of the acquisition of substantially all of the assets of TrafficCast
International, Inc. These statements are not guarantees of future performance
and are subject to certain risks and uncertainties that could cause our actual
results to differ materially from those projected. You should not place undue
reliance on these forward-looking statements that speak only as of the date
hereof. We encourage you to carefully review and consider the various
disclosures made by us which describe certain factors which could affect our
business, including in "Risk Factors" set forth in Part II. Item 1A of this
report, before deciding to invest in our company or to maintain or increase your
investment. We undertake no obligation to revise or update publicly any
forward-looking statement for any reason, including to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Overview

General

We are a provider of smart mobility infrastructure management solutions. Our
cloud-enabled solutions help public transportation agencies, municipalities,
commercial entities and other transportation infrastructure providers monitor,
visualize, and optimize mobility infrastructure to make mobility safe,
efficient, and sustainable for everyone.

Recent Developments

Impact of COVID-19 on Our Business



The COVID-19 pandemic (the "Pandemic") has materially adversely impacted global
economic conditions. More than 24 months into the Pandemic, COVID-19 continues
to have an unpredictable and unprecedented impact on the global economy. Though
there has been a trend in increasing availability of COVID-19 vaccines, as well
as an easing of restrictions on social, business, travel and government
activities and functions, infection rates continue to fluctuate and federal,
state and local government regulations continue to rapidly change. The
uncertainties caused by the Pandemic include, but are not limited to, supply
chain disruptions, workplace dislocations, economic contraction, and downward
pressure on some customer budgets and customer sentiment in general. Due to the
Pandemic, we have experienced supply chain and work delays on certain projects.
Should such conditions become protracted or worsen or should longer-term budgets
or priorities of our clients be impacted, the Pandemic could negatively affect
our business, results of operations and financial condition. The extent of the
impact of the Pandemic on our business and financial results, and the volatility
of our stock price will depend largely on future developments, including the
duration of the Pandemic, new and potentially more contagious variants, such as
the Delta and Omicron variants, the impact on capital and financial markets, the
distribution, rate of adoption and efficacy of vaccines, and the related impact
on the budgets and financial circumstances of our customers and suppliers, all
of which are highly uncertain and cannot be reasonably estimated as of the date
of this report.

Given the uncertainties surrounding the impacts of the Pandemic on the Company's
future financial condition and results of operations, we have taken certain
actions to preserve our liquidity, manage cash flow and strengthen our financial
flexibility. Such actions include, but are not limited to, reducing
discretionary spending, reducing capital expenditures, and implementing
restructuring activities. Refer to Note 3, Restructuring Activities, for more
information.


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Our products require specialized parts which have become more difficult to
source. In some cases, we have had to purchase such parts from third-party
brokers at substantially higher prices. Additionally, to mitigate for component
shortages, we have begun to increase inventory levels and may continue to do so
for an extended period. In the event demand doesn't materialize, we may need to
hold excess inventory for several quarters. Alternatively, we may be unable to
source sufficient components, even from third-party brokers, to meet customer
demand, resulting in high levels of unshippable backlog. We have placed
non-cancellable inventory orders for certain products in advance of our normal
lead times to secure normal and incremental future supply and capacity and may
need to continue to do so in the future. The $5 million operating loss in the
current quarter was mainly due to costs associated with global supply chain
constraints and restructuring charges. The Company expended over $5 million
during Q1FY23 which was a planned increase in inventory as part of the Company's
supply chain strategy. Despite the increased spending level, the Company still
maintained working capital of over $31 million as of June 30, 2022. The cash
flow used in operating activities of our continuing operations was approximately
$7.2 million which was primarily driven by a planned increase in inventory as
part of the Company's supply chain strategy to help assure the Company has
product and raw materials to satisfy customer demand. Although the Company's
tactic to mitigate the current global supply chain issues by accumulating
inventory in the current period resulted in a significant usage of cash in the
current period, the Company does not expect to apply the same course of action,
in the same magnitude, in future periods. Still, we may remain
supply-constrained beyond the fiscal quarter ended June 30, 2022.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES
Act") was signed into law in the United States. The CARES Act provides relief to
U.S. corporations through financial assistance programs and modifications to
certain income tax provisions. The Company is applying certain beneficial
provisions of the CARES Act, including the payroll tax deferral and the
alternative minimum tax acceleration. Refer to Note 5, Income Taxes, for more
information.

The Pandemic has had an impact on the Company's human capital. While our Santa
Ana product and commercial operations facility has remained open, easing of
Pandemic restrictions imposed by local and state authorities has allowed a
portion of our workforce to return to our various facilities while others
continue to work remotely. The Company's information technology infrastructure
has proven sufficiently flexible to minimize disruptions in required duties and
responsibilities. Additionally, we have been able to timely file financial
reports. We believe we have the infrastructure to efficiently work remotely
during the Pandemic. We do not expect to incur significant costs to safely
reopen our facilities to all our employees.

The Company assessed the impacts of the Pandemic on the estimates and
assumptions used in preparing our unaudited condensed financial statements. The
estimates and assumptions used in our assessments were based on management's
judgment and may be subject to change as new events occur and additional
information is obtained. In particular, there is significant uncertainty about
the duration and extent of the impact of the Pandemic and its resulting impact
on global economic conditions. If economic conditions caused by the Pandemic do
not recover as currently estimated by management, the Company's financial
condition, cash flows and results of operations may be materially impacted. The
Company will continue to assess the effect on its operations by monitoring the
spread of the Pandemic and the actions implemented to combat the virus
throughout the world. As a result, our assessment of the impact of the Pandemic
may change.

Climate Change

We take climate change and the risks associated with climate change seriously.
Increased frequency of severe and extreme weather events associated with climate
change could adversely impact our facilities, interfere with intersection
construction projects, and have a material impact on our financial condition,
cash flows and results of operations. More extreme and volatile temperatures,
increased storm intensity and flooding, and more volatile precipitation are
among the weather events that are most likely to impact our business. We are
unable to predict the timing or magnitude of these events. However, we perform
ongoing assessments of physical risk, including physical climate risk, to our
business and efforts to mitigate these physical risks continue to be implemented
on an ongoing basis.

As a global leader in smart mobility infrastructure management, we also aim to
reduce climate impact through our work with public and private-sector partners
to increase the efficiency of mobility, which has the benefit of reducing carbon
emissions, all as part of our commitment to a cleaner, healthier and more
sustainable future. By reducing delays and stops as part of traffic signal
timing projects, improving the efficiency of public transit via signal priority
programs, reducing time spent roadside for heavy-emitting commercial freight
vehicles during inspection, to name just a few examples, our industry-leading
portfolio of smart mobility infrastructure management solutions is currently
helping cities and states to reduce their carbon footprint.

Sale of Agriculture and Weather Analytics Business

On May 5, 2020, the Company completed the sale of substantially all of our assets used in connection with our Agriculture and Weather Analytics business to DTN, LLC ("DTN"), an operating company of TBG AG, a Swiss-based holding


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company, pursuant to the Purchase Agreement signed on May 2, 2020 (the "AWA
Purchase Agreement"), in exchange for a total purchase consideration of $12.0
million in cash, subject to working capital adjustments. Upon closing, the
Company received $10.5 million and $1.5 million of payment was deferred. DTN
paid the Company $1.45 million on the 12-month anniversary of the closing date,
and $0.05 million at the 18-month anniversary of the closing date. The AWA
Purchase Agreement also provides for customary post-closing adjustments to the
purchase price related to working capital at closing. The parties also entered
into certain ancillary agreements at the closing of the transaction that will
provide Iteris with ongoing access to weather and pavement data that it
integrates into its transportation software products, and a joint development
agreement under which the parties agreed to pursue future joint opportunities in
the global transportation market.

The sale of the Agriculture and Weather Analytics business was a result of the
Company's shift in strategy to focus on its mobility infrastructure management
solutions and to capitalize on the potential for a future partnership upon the
sale of this business component to DTN. We have determined that the Agriculture
and Weather Analytics business, which constituted one of our operating segments
prior to first quarter in Fiscal 2021, qualifies as a discontinued operation in
accordance with the criteria set forth in ASC 205-20, Presentation of Financial
Statements - Discontinued Operations.

On May 5, 2020, the Company also entered into a transition services agreement
("TSA") with DTN, pursuant to which the Company agreed to support the
information technology and accounting functions of the Agriculture and Weather
Analytics business for a period up to 12 months and DTN agreed to provide the
contract administration/account management services for certain contracts of the
Company and other transition services. Either party may make any reasonable
request to extend the period of time the other party shall provide a transition
service beyond the initial service period or access to additional services that
are necessary for the transition of the business operations. The income and
costs associated with the TSA for the three months ended June 30, 2022 and June
30, 2021, were de minimis, which were included in income (loss) from
discontinued operations on the unaudited condensed statement of operations.


Non-GAAP Financial Measures



Adjusted income (loss) from continuing operations before interest, taxes,
depreciation, amortization, stock-based compensation expense, and restructuring
charges ("Adjusted EBITDA") was approximately $(2.4) million and $2.5 million
for the three months ended June 30, 2022 and 2021, respectively.

When viewed with our financial results prepared in accordance with accounting
principles generally accepted in the U.S. ("GAAP") and accompanying
reconciliations, we believe Adjusted EBITDA provides additional useful
information to clarify and enhance the understanding of the factors and trends
affecting our past performance and future prospects. We define these measures,
explain how they are calculated and provide reconciliations of these measures to
the most comparable GAAP measure in the table below. Adjusted EBITDA and the
related financial ratios, as presented in this Quarterly Report on Form 10-Q
("Form 10-Q"), are supplemental measures of our performance that are not
required by or presented in accordance with GAAP. They are not a measurement of
our financial performance under GAAP and should not be considered as
alternatives to net income or any other performance measures derived in
accordance with GAAP, or as an alternative to net cash provided by operating
activities as measures of our liquidity. The presentation of these measures
should not be interpreted to mean that our future results will be unaffected by
unusual or nonrecurring items.

We use Adjusted EBITDA non-GAAP operating performance measures internally as
complementary financial measures to evaluate the performance and trends of our
businesses. We present Adjusted EBITDA and the related financial ratios, as
applicable, because we believe that measures such as these provide useful
information with respect to our ability to meet our operating commitments.

Adjusted EBITDA and the related financial ratios have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

•They do not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;

•They do not reflect changes in, or cash requirements for, our working capital needs;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

•They are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;

•They do not reflect the impact on earnings of charges resulting from matters unrelated to our ongoing operations; and


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•Other companies in our industry may calculate Adjusted EBITDA differently than we do, whereby limiting its usefulness as comparative measures.



Because of these limitations, Adjusted EBITDA and the related financial ratios
should not be considered as measures of discretionary cash available to us to
invest in the growth of our business or as a measure of cash that will be
available to us to meet our obligations. You should compensate for these
limitations by relying primarily on our GAAP results and using Adjusted EBITDA
only as supplemental information. See our unaudited condensed financial
statements contained in this Form 10-Q. However, in spite of the above
limitations, we believe that Adjusted EBITDA and the related financial ratios
are useful to an investor in evaluating our results of operations because these
measures:

•Are widely used by investors to measure a company's operating performance
without regard to items excluded from the calculation of such terms, which can
vary substantially from company to company depending upon accounting methods and
book value of assets, capital structure and the method by which assets were
acquired, among other factors;

•Help investors to evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating performance; and

•Are used by our management team for various other purposes in presentations to our Board of Directors as a basis for strategic planning and forecasting.

The following financial items have been added back to or subtracted from our net income when calculating Adjusted EBITDA:



•Interest expense. Iteris excludes interest expense because it does not believe
this item is reflective of ongoing business and operating results. This amount
may be useful to investors for determining current cash flow.

•Income tax. This amount may be useful to investors because it represents the taxes which may be payable for the period and the change in deferred taxes during the period, and may reduce cash flow available for use in our business.



•Depreciation expense. Iteris excludes depreciation expense primarily because it
is a non-cash expense. These amounts may be useful to investors because it
generally represents the wear and tear on our property and equipment used in our
operations.

•Amortization. Iteris incurs amortization of intangible assets in connection
with acquisitions. Iteris also incurs amortization related to capitalized
software development costs. Iteris excludes these items because it does not
believe that these expenses are reflective of ongoing operating results in the
period incurred. These amounts may be useful to investors because it represents
the estimated attrition of our acquired customer base and the diminishing value
of product rights.

•Stock-based compensation. These expenses consist primarily of expenses from
employee and director equity based compensation plans. Iteris excludes
stock-based compensation primarily because they are non-cash expenses and Iteris
believes that it is useful to investors to understand the impact of stock-based
compensation to its results of operations and current cash flow.

•Restructuring charges. These expenses consist primarily of employee separation
expenses, facility termination costs, and other expenses associated with Company
restructuring activities. Iteris excludes these expenses as it does not believe
that these expenses are reflective of ongoing operating results in the period
incurred. These amounts may be useful to our investors in evaluating our core
operating performance.
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Reconciliations of net income (loss) from continuing operations to Adjusted
EBITDA and the presentation of Adjusted EBITDA as a percentage of total revenues
were as follows:

                                                        Three Months Ended
                                                             June 30,
                                                         2022               2021
                                                          (In Thousands)
Net income (loss) from continuing operations    $              (4,850)    $     629
Income tax expense (benefit)                                     (167)           75
Depreciation expense                                               159          232
Amortization expense                                               822          803
Interest expense                                                    32            -
Stock-based compensation                                           848          794
Other adjustments:
Restructuring charges                                              707            -
Adjusted EBITDA                                 $              (2,449)    $   2,533
Percentage of total revenues                                   (7.3) %       7.4  %


Critical Accounting Policies and Estimates



"Management's Discussion and Analysis of Financial Condition and Results of
Operations" is based on our unaudited condensed financial statements included
herein, which have been prepared in accordance with GAAP. The preparation of
these financial statements requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and related
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Our significant accounting policies are summarized in Note 1
to the Financial Statements. In preparing our financial statements in accordance
with GAAP and pursuant to the rules and regulations of the SEC, we make
estimates, assumptions and judgments that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosures of contingent assets
and liabilities. We base our estimates, assumptions and judgments on historical
experience and other factors that we believe are reasonable. We evaluate our
estimates, assumptions and judgments on a regular basis and apply our accounting
policies on a consistent basis. We believe that the estimates, assumptions and
judgments involved in the accounting for revenue recognition, goodwill, and
income taxes have the most potential impact on our financial statements.
Historically, our estimates, assumptions and judgments relative to our critical
accounting policies have not differed materially from actual results.

Recent Accounting Pronouncements



Refer to Note 1, Description of Business and Summary of Significant Accounting
Policies, to our Unaudited Condensed Financial Statements, included in
Part I, Item 1 of this report for a discussion of applicable recent accounting
pronouncements.

Analysis of Quarterly Results from Continuing Operations



The following table presents our total revenues for the three month ended
June 30, 2022 and 2021:

                            Three Months Ended June 30,
                                                                        $
                                                                    Increase          %
                                2022                   2021        (decrease)       Change
                                       (In thousands, except percentages)
Product revenues     $       16,381                 $ 18,026      $    (1,645)      (9.1) %
Service revenues             17,286                   16,059            1,227        7.6  %
Total revenues       $       33,667                 $ 34,085      $      (418)      (1.2) %


Product revenues primarily consist of product sales, but also includes OEM
products for the traffic signal markets, as well as third-party product sales
for installation under certain construction-type contracts. Product revenues for
the three months ended June 30, 2022 decreased 9.1% to $16.4 million, as
compared to $18.0 million in the corresponding period in the prior
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year, primarily due to global supply chain constraints.
Service revenues consist of software, managed services, systems integration, and
consulting services revenues. In certain instances, the lack of product
availability can impact the timing of systems integration projects and
associated revenue recognition. Service revenues for the three months ended
June 30, 2022 increased 7.6% to $17.3 million, compared to $16.1 million in the
corresponding period in the prior year. This increase was due to continued
adoption of Iteris' ClearMobility Platform and increased software revenue.
However, delays in the availability of certain third-party equipment adversely
affected systems integration revenue in the period. Total annual recurring
revenue, which we define as all software and managed services revenue was 28% of
total revenue for the three months ended June 30, 2022 and 24% of total revenue
for the three months ended June 30, 2021.

Total revenues for the three months ended June 30, 2022 decreased 1.2% to $33.7
million, compared to $34.1 million in the corresponding period in the prior year
due to the aforementioned reasons.

We plan to continue to focus on securing new contracts and extending and/or
continuing our existing relationships with both key public-sector and
private-sector customers that have projects in their final project phases. While
we believe our ability to obtain additional large contracts will contribute to
overall revenue growth, the mix of subcontractor revenue and third-party product
sales to our public-sector customers will likely affect the related total gross
profit from period to period, as total revenues derived from subcontractors and
third-party product sales generally have lower gross margins than revenues
generated by our professional services.

Backlog is an operational measure representing future unearned revenue amounts
believed to be firm that are to be earned under our existing agreements and are
not included in deferred revenue on our balance sheets. Backlog includes new
bookings but does not include announced orders for which definitive contracts
have not been executed. We believe backlog is a useful metric for investors,
given its relevance to total orders, but there can be no assurances we will
recognize revenue from bookings or backlog timely or ever. Total backlog was
approximately $108.9 million as of June 30, 2022 compared to approximately $79.9
million as of June 30, 2021.

Gross Profit

The following tables present details of our gross profit for the three months
ended June 30, 2022 and 2021:

                                                         Three Months Ended June 30,                           $                         %
                                                       2022                         2021              Increase (decrease)              Change
                                                                                (In thousands, except percentages)
Product gross profit                            $            4,724              $       8,469       $               (3,745)               (44.2) %
Service gross profit                                         5,435                      5,624                         (189)                (3.4) %
Total gross profit                              $           10,159              $      14,093       $               (3,934)               (27.9) %

Product gross margin as a % of product
revenues                                                  28.8   %                    47.0  %
Service gross margin as a % of service
revenues                                                  31.4   %                    35.0  %
Total gross margin as a % of total
revenues                                                  30.2   %          

41.3 %

Our product gross margin as a percentage of product revenues for the three months ended June 30, 2022 decreased approximately 1,820 basis points as compared to the corresponding periods in the prior year primarily due to an increase in raw material costs as a result of global supply chain constraints.



Our service gross margin as a percentage of service revenues for the three
months ended June 30, 2022 decreased approximately 360 basis points as compared
to the corresponding periods in the prior year primarily due to increased
compensation costs, the completion of previously awarded contracts, the timing
of certain contracts, and the contract mix.

Our total gross margin as a percentage of total revenues for the three months
ended June 30, 2022 decreased approximately 1,110 basis points as compared to
the corresponding prior year periods due to aforementioned reasons.

General and Administrative Expense
General and administrative expense for the three months ended June 30, 2022 was
unchanged at $6.4 million, compared to $6.4 million for the three months ended
June 30, 2021.
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Sales and Marketing



Sales and marketing expense for the three months ended June 30, 2022 increased
approximately 13.3% to $5.2 million compared to $4.6 million for the three
months ended June 30, 2021. The increase was primarily due to the addition of
sales representatives, as well as higher compensation and benefit costs.

Research and Development Expense
Research and development expense for the three months ended June 30, 2022
increased approximately 21.0% to $2.1 million, compared to $1.8 million for the
three months ended June 30, 2021. The overall increase was primarily due to the
continued investment in research and development activities largely focused on
improving our existing software related offerings.

We plan to continue to invest in the development of further enhancements and
functionality of our Iteris ClearMobility Platform which includes among other
things our software portfolio and our Vantage sensors.

Certain development costs were capitalized into intangible assets in the
unaudited condensed balance sheets in both the current and prior year periods;
however, certain costs did not meet the criteria for capitalization under GAAP
and are included in research and development expense. Going forward, we expect
to continue to invest in our software solutions. This continued investment may
result in increases in research and development costs, as well as additional
capitalized software in future periods.

Amortization of Intangible Assets

Amortization of intangible assets was approximately $0.7 million in each of the three months ended June 30, 2022 and 2021, respectively.

Income Taxes



The effective tax rate used for interim periods is the estimated annual
effective tax rate, based on current estimate of full year results, except that
taxes related to specific events, if any, are recorded in the interim period in
which they occur.

Income tax expense for the three month period ended June 30, 2022 was
approximately $0.2 million or 3.3% of pre-tax loss, as compared with an expense
of approximately $0.08 million or 10.6% of pre-tax income for the three months
ended June 30, 2021.

In assessing the realizability of our deferred tax assets, we review all
available positive and negative evidence, including reversal of deferred tax
liabilities, potential carrybacks, projected future taxable income, tax planning
strategies and recent financial performance. As we have experienced a cumulative
pre-tax loss over the trailing three years, we continue to maintain a valuation
allowance against our deferred tax assets. We intend to continue maintaining a
full valuation allowance on our deferred tax assets until there is sufficient
evidence to support the reversal of all or some portion of these allowances.
Release of the valuation allowance would result in the recognition of certain
deferred tax assets and a decrease to income tax expense for the period the
release is recorded. However, the exact timing and amount of the valuation
allowance release are subject to change on the basis of the level of
profitability that we are able to actually achieve.

On March 27, 2020, the 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 income tax provisions of
the CARES Act had an immaterial impact on our current taxes, deferred taxes, and
uncertain tax positions of the Company in the year ended March 31, 2022. The
CARES Act also allows for the deferral of payroll taxes, as well as the
immediate refund of federal Alternative Minimum Tax credits, which had
previously been made refundable over a period of four years by the Tax Cuts and
Jobs Act of 2017. The Company is utilizing the provision of the CARES Act
allowing for the deferral of payroll taxes as of June 30, 2022.

Liquidity and Capital Resources

Liquidity Outlook



We believe we will have adequate liquidity over the next 12 months to operate
our business and to meet our cash requirements. As of June 30, 2022, we had cash
and cash equivalents totaling approximately $14.8 million. We have a
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$20 million revolving credit facility as of June 30, 2022. See Note 11 Long-Term
Debt for further details on a revolving credit facility the company closed on
January 25, 2022. Our cash position will also be impacted by any capital
expenditures or acquisitions we complete in the future.

As a result of the Pandemic, we have taken and will continue to take action to
reduce costs, preserve liquidity and manage our cash flow. Such actions include,
but are not limited to reducing our discretionary spending, reducing capital
expenditures, and reducing payroll costs, including employee furloughs, pay
freezes and pay cuts as needed.

While the impact and duration of the Pandemic on our business is currently
uncertain, the situation is expected to be temporary. The cash used in the
current quarter was mainly due to costs associated with global supply chain
constraints and restructuring charges. The Company expended over $5 million
during Q1FY23 which was a planned increase in inventory as part of the Company's
supply chain strategy. Despite the increased spending level, the Company still
maintained working capital of over $31 million as of June 30, 2022. The cash
flow used in operating activities of our continuing operations was approximately
$7.2 million which was primarily driven by a planned increase in inventory as
part of the Company's supply chain strategy to help assure the Company has
product and raw materials to satisfy customer demand. Although the Company's
tactic to mitigate the current global supply chain issues by accumulating
inventory in the current period resulted in a significant usage of cash in the
current period, the Company does not expect to apply the same course of action,
in the same magnitude, in future periods. In the longer term, we remain
committed to increasing total shareholder returns through our investments in
opportunities and initiatives to grow our business organically and through
acquisitions that support our current strategies.

Cash Flows



We have historically financed our operations with a combination of cash flows
from operations and the sale of equity securities. We expect to continue to rely
on cash flows from operations and our cash reserves to fund our operations,
which we believe to be sufficient to fund our operations for at least the next
twelve months. However, we may need or choose to raise additional capital to
fund potential future acquisitions and our future growth. We may raise such
funds by selling equity or debt securities to the public or to selected
investors or by borrowing money from financial institutions. If we raise
additional funds by issuing equity or convertible debt securities, our existing
stockholders may experience significant dilution, and any equity securities that
may be issued may have rights senior to our existing stockholders. There is no
assurance that we will be able to secure additional funding on a timely basis,
on terms acceptable to us, or at all.

At June 30, 2022, we had $31.8 million in working capital, excluding current
assets and liabilities of discontinued operations, which included $14.8 million
in cash and cash equivalents. This compares to working capital of $36.8 million
at March 31, 2022, excluding current assets and liabilities of discontinued
operations, which included $23.8 million in cash and cash equivalents.

Operating Activities. Net cash used in operating activities of our continuing
operations for the three months ended June 30, 2022 of approximately $7.2
million was primarily the result of approximately $2.4 million from non-cash
items, primarily for noncash lease expense, deferred income taxes, depreciation,
stock-based compensation, and amortization. This was offset by our net loss from
continuing operations of approximately $4.9 million coupled with approximately
$4.8 million of outflows due to changes in working capital which was primarily
driven by a planned increase in inventory as part of the Company's supply chain
strategy. The Company does not expect such a large increase in inventory in
future periods. Net cash used in operating activities from discontinued
operations was de minimis.

Net cash provided by operating activities of our continuing operations for the
three months ended June 30, 2021 of approximately $1.2 million was primarily the
result of our net income of approximately $0.6 million and $1.7 million in
non-cash items, primarily for noncash lease expense, deferred income taxes,
depreciation, stock-based compensation, and amortization, offset by
approximately $1.1 million from changes in working capital. Net cash used in
operating activities from discontinued operations was approximately $0.1
million.

Investing Activities. Net cash used in investing activities of our continuing
operations during the three months ended June 30, 2022 of approximately $0.5
million was primarily the result of approximately $0.2 million of property and
equipment purchases, and approximately $0.3 million of capitalized software
development costs. Net cash provided by investing activities from discontinued
operations was de minimis.

Net cash provided by investing activities of our continuing operations during
the three months ended June 30, 2021 was primarily the result of approximately
$3.1 million in proceeds from the sale and maturity of short-term investments
offset by approximately $0.1 million of property and equipment purchases, and
approximately $1.1 million of capitalized software
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development costs, of which $0.9 million pertained to further development of our
Commercial Vehicle Operations ("CVO") software platform. Net cash provided by
investing activities from discontinued operations was approximately $1.5
million.

Financing Activities. Net cash used in financing activities of our continuing operations during the three months ended June 30, 2022 was the result of approximately $0.9 million of repurchases of common stock.

Net cash provided by financing activities of our continuing operations during the three months ended June 30, 2021 was the result of approximately $1.4 million of cash proceeds from the exercises of stock options.

Off Balance Sheet Arrangements

We did not have any material off balance sheet arrangements at June 30, 2022.

Seasonality



We have historically experienced seasonality, which adversely affects product
sales in our third and fourth fiscal quarters due to a reduction in intersection
construction and repairs during the winter months due to inclement weather
conditions, with the third fiscal quarter generally affected the most by
inclement weather. We have also experienced seasonality, particularly with
respect to our service revenues, especially in the third fiscal quarter due to
the increased number of holidays, causing a reduction in available billable
hours.

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