SEC Company Response from ITERIS, INC. (ITI) (CIK 0000350868) — Mar 17, 2005
ITERIS, INC. (ITI) (CIK 0000350868)
Date: March 17, 2005 · CIK: 0000350868 · Accession: 0001104659-05-011853
AI Filing Summary & Sentiment
File numbers found in text: 333-121942
Referenced dates: March 11, 2005
Letter
VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Registration Statement on Form S-3 filed January 10, 2005 (File No. 333-121942) Form 8-K filed October 12, 2004 (File No. 0-10605)
Re: Iteris, Inc. (formerly known as Iteris Holdings, Inc.)
Dear Mr.Swanson:
We are in receipt of the additional comment of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated March 11, 2005 (the “SEC Comment Letter”) regarding our February 25, 2005 responses to the Commission’s comment letter of February 4, 2005, regarding the Form 8-K filed by Iteris, Inc. (the “Company” or “Iteris”) on October 12, 2004. We are responding to the SEC Comment Letter on behalf of the Company as set forth below. The response set forth below contains the Staff’s comment in total, set off in bold type. All factual representations in this letter are based upon information provided to us by the Company.
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1. We note your response to our prior comment 3. Please provide a list of adjusting journal entries made prior to filing the Form 10-K for the year ended March 31 , 2004, as referenced on page 1 of Ernst & Young’s 2004 Management Letter. Upon review of your response, we may have further comment regarding your response to our prior comment no. 1.
Attached as Exhibit A is a list of the adjusting journal entries made by the Company prior to filing its Form 10-K for the year ended March 31, 2004, as referenced on page 1 of Ernst & Young’s 2004 Management Letter.
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In addition, please be advised that the Company acknowledges that, in the event the Company requests acceleration of the effective date of the pending Registration Statement on Form S-3 filed with the Commission on January 10, 2005 (File No. 333-121942):
• should the Commission or the Staff, acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Any comments or questions regarding the foregoing should be directed to the undersigned at (949) 932-3665. Thank you very much for your assistance with this matter.
Sincerely,
/S/
JOO RYUNG KANG
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CORRESP 1 filename1.htm March 17, 2005 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Mr. Derek B. Swanson Re: Iteris, Inc. (formerly known as Iteris Holdings, Inc.) Registration Statement on Form S-3 filed January 10, 2005 (File No. 333-121942) Form 8-K filed October 12, 2004 (File No. 0-10605) Dear Mr.Swanson: We are in receipt of the additional comment of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated March 11, 2005 (the “SEC Comment Letter”) regarding our February 25, 2005 responses to the Commission’s comment letter of February 4, 2005, regarding the Form 8-K filed by Iteris, Inc. (the “Company” or “Iteris”) on October 12, 2004. We are responding to the SEC Comment Letter on behalf of the Company as set forth below. The response set forth below contains the Staff’s comment in total, set off in bold type. All factual representations in this letter are based upon information provided to us by the Company. ***** 1. We note your response to our prior comment 3. Please provide a list of adjusting journal entries made prior to filing the Form 10-K for the year ended March 31 , 2004, as referenced on page 1 of Ernst & Young’s 2004 Management Letter. Upon review of your response, we may have further comment regarding your response to our prior comment no. 1. Attached as Exhibit A is a list of the adjusting journal entries made by the Company prior to filing its Form 10-K for the year ended March 31, 2004, as referenced on page 1 of Ernst & Young’s 2004 Management Letter. ***** In addition, please be advised that the Company acknowledges that, in the event the Company requests acceleration of the effective date of the pending Registration Statement on Form S-3 filed with the Commission on January 10, 2005 (File No. 333-121942): • should the Commission or the Staff, acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the Commission from taking any action with respect to the filing; • the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and • the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Any comments or questions regarding the foregoing should be directed to the undersigned at (949) 932-3665. Thank you very much for your assistance with this matter. Sincerely, /S/ JOO RYUNG KANG Joo Ryung Kang 2 EXHIBIT A ITERIS, INC. FYE 2004 POST CLOSING ADJUSTMENTS 3/31/2004 Description DR CR P&L Inc / (Dec) JUDGMENTAL Misc Accrued Liabilities 125,915 G&A Expense 125,915 125,915 - To reduce year-end health insurance accrual Warranty Reserve 12,119 COGS 12,119 12,119 - To reduce year-end product warranty reserve COGS 175,548 (175,548 ) Inventory Reserve 175,548 - To increase year-end inventory reserves Allowance for Doubtful Accounts 59,247 Bad Debt Expense (Sales & Marketing) 59,247 59,247 - To reduce allowance for doubtful accounts Accrued Bonuses 60,942 Bonus Expense (G&A) 60,942 60,942 - To release overaccrual of bonuses based on final estimate of bonuses to be paid. State Income Tax Accrual 59,564 Payroll Expense (COGS) 59,564 59,564 - To fully release Michigan State Payroll Tax Liability recorded in a prior year COGS 34,138 (34,138 ) Inventory 34,138 - To decrease inventory values based on results price testing JUDGMENTAL $ 108,101 CHANGE IN ANALYSIS Inventory FG 75,453 COGS 75,453 75,453 - To capitalize overhead in finished goods and work-in-process inventory Unbilled 220,200 Revenue 220,200 220,200 Cost of Sales 149,075 (149,075 ) Accrued Payroll 88,000 Accrued Expenses 61,075 - To accrue consulting revenue and related COGS for 3 days at year-end G&A Expense 140,079 (140,079 ) Property, Plant, & Equipment 35,691 Accounts Payable 175,770 - To accrue for certain liabilities (mainly 2004 audit fees) as of 3/31/04 CHANGE IN ANALYSIS $ 6,499 TRANSITIONAL Misc. Accrued Liabilities 29,818 Health Trust Expense 29,818 29,818 - To true up Health Trust liability accounts at year-end based on remaining claims Profit Sharing Accrual 32,676 G&A Expense 13,724 (13,724 ) Common Stock 2,372 Additional Paid-In Capital 44,028 - To record common stock issued in lieu of cash to settle 401(k) match liabilities Discontinued Operations Expense 151,873 (151,873 ) Common Stock 8,933 Additional Paid-In Capital 142,940 - To record common stock issued for settlement of liabilities from FYE 2002 related to a discontinued operation Delaware Franchise Tax 45,000 G&A Expenses 45,000 45,000 - To reduce annual Delaware Franchise Tax accrual G&A Expense 135,000 (135,000 ) Accrued IRS Penalty 135,000 - To increase accrual for taxes and related penalties and interest based on better information obtained after year-end Severance Accrual 16,934 Payroll Expense (G&A) 16,934 16,934 - To reduce severance accrual TRANSITIONAL $ (208,845 ) STOCK COMPENSATION Deferred Compensation Expense 13,000 (13,000 ) Additional Paid-In Capital 13,000 - To expense cheap stock related to terminated 1999 IPO of Iteris subsidiary. (All options fully vested in FY 2004) STOCK COMPENSATION $ (13,000 ) TOTAL P&L ADJUSTMENTS $ (107,245 ) ADJUSTMENTS (NO P&L IMPACT): Accounts Payable 70,335 Cash 70,335 - To re-class checks on held check list and not on outstanding check list at year-end. Long-Term Assets 147,611 Demo Inventory 147,611 - To re-class demo inventory to Long-Term Assets. Cash 16,929 Misc. Accrued Liabilities 16,929 - To increase cash for Health Insurance cash account, which paid self insurance claims for company Additional Paid-In Capital 198,678 Accounts Payable 198,678 - To accrue for unrecorded liabilities as of 3/31/04 (see detail below) Commissions paid upon exercise of warrants $ 118,127 Legal, accounting and printer fees relating to registration statement 80,551 $ 198,678