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Iteris Holdings Inc. Reports Fiscal Third Quarter Results; 724% Increase in Operating Income from Continuing Operations

ANAHEIM, Calif.--Jan. 29, 2004--Iteris Holdings Inc. (OTCBB:ITRSA)(OTCBB:ITRSB), a leading provider of traffic optimization and safety technology, today reported financial results for the fiscal third quarter and nine month period ended Dec. 31, 2003.

For the third quarter, Iteris reported net sales and contract revenues of $11.1 million, an increase of 5.3 percent compared to net sales and contract revenues of $10.6 million in the third quarter of the previous fiscal year. The Company reported operating income from continuing operations of $371,000, an increase of 724 percent compared to operating income of $45,000 reported in the third quarter of the previous fiscal year. The increase in operating income was due to increased revenue and a decrease in selling, general and administrative (SG&A) expenses of 8.9 percent. The net loss for the quarter was $740,000, or $(0.04) per diluted share, a decrease of 18 percent compared to the net loss of $906,000, or $(0.06) per diluted share reported for the third quarter of 2003.

For the nine-month period ended Dec. 3, 20031, 2003, Iteris reported revenue of $33.9 million, an increase of 11.1 percent compared to the $30.5 million reported for the comparable year-ago period. Operating income from continuing operations increased 54 percent to $592,000, compared with $380,000 reported for the nine-month period last year. The net loss for the nine months was $110,000, or $(0.01) per diluted share compared to a net loss of $4.8 million, or $(0.34) per diluted share for the same period last year.

Continuing operations in all periods have been restated to reflect only the operations of Iteris Holdings Inc. and its 60 percent-owned subsidiary, Iteris Inc.

Greg Miner, chief executive officer of Iteris Holdings, commented: "The increased revenue and impressive increase in income from operations can be attributed to the timely execution of our business plan coupled with prudent cost controls. The third quarter represents our first full quarter of operations under the new business model and solely reflects the operations of our Iteris Subsidiary, which we believe provides considerably more transparency for our shareholders and predictability to our management team. Our organization is well-positioned to leverage its expertise in vision technology to address the significant need for traffic flow optimization and enhanced driver safety on our nation's over-crowded highways."

Highlights of the third quarter:

-- Revenues from AutoVue in-vehicle safety systems increased 197% during the quarter compared to last year's third quarter and increased 42% compared to the second quarter of this fiscal year. Iteris is noticing growth in unit sales to the commercial truck market in addition to increased fees for technology license and non-recurring engineering.

-- In the quarter Iteris Holdings generated income of $577,000 before interest, taxes, depreciation and non-cash charges for the minority interest in subsidiary.

-- Near-term program authorization delays at the Federal level, and budget problems at the State level (particularly in California) contributed to approximately a 10% decline in revenue derived from systems consulting and integration compared to the same quarter of last fiscal year. In spite of these market conditions, sales of Vantage Video Detection systems increased nearly 6% during the quarter compared to the same quarter of last fiscal year.

-- Iteris Holdings entered into a non-binding letter of intent with the minority shareholders of its Iteris Inc. subsidiary to repurchase the preferred stockholder shares constituting approximately 24% of the minority interest of Iteris Inc.

About Iteris Holdings Inc.

Iteris Holdings is the majority stockholder of Iteris Inc., a leading provider of outdoor machine vision systems and sensors that enhance driver safety and optimize the flow of traffic. We have combined outdoor image processing, traffic engineering and information technology to offer a broad range of transportation and safety solutions. Iteris Holdings and Iteris Inc. have headquarters in Anaheim. Investors are encouraged to contact the company at 714-774-5000 or at www.iteris.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

This news release contains forward-looking statements based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will" and variations of these words are intended to identify forward-looking statements. These statements include, but are not limited to, statements about our future prospects and restructuring. Such statements speak only as of the date hereof and are subject to change. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.

Important factors that may cause such a difference include, but are not limited to, our ability to specify, develop, complete, introduce, market and transition our products and technologies to volume production in a timely manner; the timing and successful completion of customer qualification of our products and the risks of non-qualification; our customers' ability to obtain market acceptance of the products that incorporate our technologies; the potential unforeseen impact of product offerings from competitors and other competitive pressures; the effectiveness of our cost and expense reduction efforts; warranty and support issues; our ability to obtain stockholder approval of the restructuring, and the general economic and political conditions and specific conditions in the markets we address, including the general economic slowdown and volatility in the technology sector, and the possible disruption in government contracting and commercial activities related to terrorist activity or armed conflict in the United States and other locations. Further information on Iteris Holdings, Inc., including additional risk factors that may affect our forward looking statements, is contained in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and our other SEC filings that are available through the SEC's website (www.sec.gov).


                         ITERIS HOLDINGS INC.
                       BALANCE SHEET HIGHLIGHTS
                            (in thousands)

                                                     March   December
                                                       31,      31,
                                                      2003     2003

  Cash                                              $   437  $   329
  Trade accounts receivable and note receivables      8,167    9,093
  Costs and estimated earnings in excess of
   billings on uncompleted contracts                  2,398    2,652

  Total inventories                                   3,903    4,079
  Prepaid expenses                                      355      693
  Assets of discontinued operations                   5,237       --

Total current assets                                 20,497   16,409
Restricted cash                                       2,516       --

Property, plant and equipment, net                    1,941    1,678
Goodwill                                              9,807    9,807
Other assets                                             81       40

  Total assets                                      $34,842  $27,934

Total current liabilities                            17,129    8,891
Revolving line of credit                                 --      611
Deferred gain on sale of building                     6,025    1,898
Revolving line of credit with related party           1,250       --
Other liabilities                                        15      902
Minority interest                                    14,711   17,229

Total liabilities and stockholders' deficit         $34,842  $27,934


                         ITERIS HOLDINGS INC.
            UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                (in thousands except per share amounts)

                                      Three Months      Nine Months 
                                         Ended             Ended
                                       December 31,     December 31,
                                      2002    2003     2002     2003

 Net sales and contract revenues:
    Net sales                       $4,807  $5,948  $14,000  $17,608
    Contract revenues                5,760   5,180   16,510   16,300

        Total net sales and
         contract revenues          10,567  11,128   30,510   33,908

 Costs and expenses:
    Cost of sales                    2,275   3,137    6,796    9,491
    Cost of contract revenues        4,029   3,589   11,225   11,027

       Gross profit                  4,263   4,402   12,489   13,390

    Selling, general and
     administrative expense          3,290   2,994    9,351    9,754
    Research and development
     expense                           928   1,037    2,758    3,044

        Total operating expenses     4,218   4,031   12,109   12,798

 Operating income                       45     371      380      592
 Non-operating income (expense):
    Other income (expense)              --      --      640      970
    Interest expense, net              (98)    (25)    (694)     (92)

 Income (loss) before income taxes     (53)    346      326    1,470
    Income taxes                        --     293       --      744

 Income (loss) from continuing
  operations before minority
  interest                             (53)     53      326      726
 Minority interest in earnings of
  subsidiary                         1,018     793    2,992    2,518

 Loss from continuing operations   $(1,071)  $(740) $(2,666) $(1,792)
 Income (loss) from discontinued
  operations                           165      --   (2,157)   1,682

 Net loss                            $(906)  $(740) $(4,823)   $(110)

 Income (loss) per share:
 Basic:
    Loss from continuing operations $(0.07) $(0.04)  $(0.19)  $(0.10)
    Income (loss) from discontinued
     operations                       0.01      --    (0.15)    0.09

    Loss per share                  $(0.06) $(0.04)  $(0.34)  $(0.01)

 Diluted:
    Loss from continuing operations $(0.07) $(0.04)  $(0.19)  $(0.10)
    Income (loss) from discontinued
     operations                       0.01      --    (0.15)    0.09

    Loss per share                  $(0.06) $(0.04)  $(0.34)  $(0.01)

 Shares used in calculating income
  (loss) per share:
    Basic                           15,117  19,942   13,996   17,705
    Diluted                         15,117  20,297   13,996   17,748