株探米国株
日本語 英語
エドガーで原本を確認する
false 0001774170 0001774170 2025-08-11 2025-08-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 11, 2025

 

POWERFLEET, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-39080   83-4366463
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

123 Tice Boulevard, Woodcliff Lake, New Jersey   07677
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code (201) 996-9000

 

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   AIOT   The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On August 11, 2025, Powerfleet, Inc. (the “Company”) issued a press release regarding financial results for the fiscal quarter ended June 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 7.01. Regulation FD Disclosure.

 

As previously announced, the Company will hold a conference call on August 11, 2025 at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss the financial results for the fiscal quarter ended June 30, 2025 and provide a business update. The slide presentation that will accompany the conference call is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

 

The information in this report is being furnished pursuant to Items 2.02 and 7.01 of Form 8-K. In accordance with General Instruction B.2. of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such a filing.

 

Cautionary Note Regarding Forward-Looking Statements

 

This report, including Exhibits 99.1 and 99.2, contains forward-looking statements within the meaning of federal securities laws. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions. These forward-looking statements include, without limitation, the Company’s expectations with respect to its beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance, as well as anticipated financial impacts of the business combination with MiX Telematics and the acquisition of Fleet Complete. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors, which may cause their actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. Most of these factors are outside the Company’s control and are difficult to predict. The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) the Company’s ability to realize all of the anticipated benefits of the business combination with MiX Telematics and the acquisition of Fleet Complete, and the potential challenges associated with the ongoing integration of the businesses; (ii) global economic conditions as well as exposure to political, trade and geographic risks, including tariffs and the conflict in the Middle East; (iii) disruptions or limitations in the Company’s supply chain, particularly with respect to key components; (iv) technological changes or product developments that may be more complex, costly, or less effective than expected; (v) cybersecurity risks and the Company’s ability to protect its information technology systems from breaches; (vi) the Company’s inability to adequately protect its intellectual property; (vii) competitive pressures from a broad range of local, regional, national and other providers of wireless solutions; (viii) the Company’s ability to effectively navigate the international political, economic and geographic landscape; (ix) changes in applicable laws and regulations or changes in generally accepted accounting policies, rules and practices, and (x) such other factors as are set forth in the periodic reports filed by the Company with the Securities and Exchange Commission (“SEC”), including but not limited to those described under the heading “Risk Factors” in its annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC’s website at http://www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

 

The forward-looking statements included in this report are made only as of the date of this report, and except as otherwise required by applicable securities law, the Company assumes no obligation, nor does the Company intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release, dated August 11, 2025.
99.2   Slide presentation, dated August 11, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  POWERFLEET, INC.
     
  By: /s/ David Wilson
  Name: David Wilson
  Title: Chief Financial Officer

 

Date: August 11, 2025

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

Powerfleet Drives SaaS Flywheel in Q1 FY2026: 6% Sequential Services Growth, Margin
Expansion, and Strong Progress Towards Achieving its EBITDA Expansion Targets

 

Quarterly services revenue jumped by 6% sequentially to $86.5 million, increasing from $81.8 million in Q4’25.

 

Total revenue grew by 38% year-over-year to $104.1million driven by strength in services revenue, which increased to a record high of 83% of total revenue.

 

Adjusted EBITDA increased by 58% to $21.6 million, with adjusted EBITDA margin expanding 260 basis points to 21%.

 

Gross profit increased year over year by $16.8 million to $56.5 million, with adjusted EBITDA gross margins expanding by 3% to 67%.

 

The EBITDA expansion program delivered $11 million in annual savings exiting the first quarter of FY26, achieving 60% of the full-year target of $18 million.

 

FY26 total revenue guidance raised to $430-$440 million from $420-$440 million.

 

WOODCLIFF LAKE, NJ – August 11, 2025 – Powerfleet, Inc. (Nasdaq: AIOT) reported its financial results for the first quarter ended June 30, 2025.

 

MANAGEMENT COMMENTARY

 

“Q1 marked a strong start to FY26 as we delivered profitable growth ahead of expectations, anchored by a standout 6% sequential increase in services revenue,” said Steve Towe, Chief Executive Officer of Powerfleet. “This performance underscores accelerating adoption of Unity’s AI-driven SaaS solutions and validates the long-term value we’re creating as we transition deeper into a recurring, high-margin business model.”

 

“Our AI Video annual recurring revenue (ARR) bookings grew 52% quarter-over-quarter, reflecting robust market demand, particularly through our major indirect channel partners.” Towe continued. “We also achieved a 14% sequential increase in new logo wins, alongside six-figure ARR deals across 11 diverse industry sectors - clear indicators that our growth engine is scaling efficiently across verticals.”

 

“In parallel, we’re driving structural improvements across the business,” he added. “This quarter, services revenue represented a record 83% of total revenue, highlighting our shift to higher-quality SaaS revenue. We accomplished this while successfully navigating tariff headwinds, accelerating supply chain efficiencies, and executing decisively on our adjusted EBITDA expansion initiatives. These results reflect our sharpened focus on scaling profitably while building long-term enterprise value.”

 

1

 

 

FIRST QUARTER FY2026 OPERATIONAL AND FINANCIAL HIGHLIGHTS

 

Powerfleet’s first quarter results underscore the strength of its bold business combination strategy, reflected in accelerated service revenue growth and rapid progress toward EBITDA expansion targets.

 

Go-To-Market Momentum

 

11 diverse sectors contributed to ARR wins over $100k.

 

Indirect channel partner momentum was strong, with sales success contributing significantly to ARR in AI video bookings surging 52% quarter-over-quarter.

 

Major new strategic sales channel partnership signed with MTN Group, one of the world’s largest network providers, to white label Powerfleet’s portfolio of solutions to enterprise customers. MTN supports approximately 300 million customers across 16 markets.

 

Technology and Innovation

 

Powerfleet ranked by ABI Research as one of the 7 most innovative global tech companies

 

Launched new AI-powered automated risk application to drive top tier quantifiable enterprise safety benefits

 

Announcing Powerfleet will host an Investor Innovation Session showcasing Unity AIoT product and technology, in November 2025.

 

First Quarter Financial Highlights

 

Total revenue for the first quarter increased 38% year-over-year to $104.1 million, benefiting from the Fleet Complete acquisition and organic growth in recurring services.

 

Services revenue was particularly strong, rising 53% year-over-year and 6% sequentially to $86.5 million. Services revenue accounted for 83% of total revenue, up from 75% in the prior year and 79% in the prior quarter, underscoring the continued shift toward high-quality, recurring revenue streams.

 

The improved revenue mix, combined with strong and stable service adjusted EBITDA gross margins of 75%, contributed to meaningful margin expansion. Adjusted EBITDA gross margin increased 300 basis points year-over-year to 67%, up from 64% in the same period last year.

 

Total operating expenses were $58.5 million in the quarter, which included $4.2 million in one-time transaction and restructuring costs. Excluding these items, adjusted operating expenses totaled $54.3 million.

 

On an adjusted EBITDA basis, general and administrative expense represented 26% of revenue, a 400 basis point improvement from the prior year, reflecting continued progress from the Company’s EBITDA expansion program. Sales and marketing expenses increased to 17% of revenue, up 500 basis points year-over-year, in line with planned reinvestments to drive growth. Research and development expense was 5% of total revenue up from 4% in the prior year.

 

2

 

 

Adjusted EBITDA increased 58% to $21.6 million, up from $13.7 million in the prior year, reflecting contributions from the Fleet Complete acquisition, organic growth, gross margin expansion and cost synergies net of planned reinvestment in sales and marketing. Net loss attributable to common stockholders was $0.08 per share, compared to $0.21 per share in the prior year, reflecting improved financial performance and an increase in shares outstanding. After adjusting for one-time expenses and amortization of acquisition-related intangibles, adjusted net income per share was $0.01 compared with $0.00 in the prior year.  

 

Adjusted net debt to adjusted EBITDA was 2.97x, an improvement from the 3.22x at the end of fiscal year 2025. Net debt at quarter end was $234.8 million, consisting of $35.6 million in cash and $270.4 million total debt.

 

FULL-YEAR 2026 FINANCIAL OUTLOOK

 

The company is increasing its financial guidance for revenue, with revenue now expected to be in the range of $430 million to $440million versus the prior guidance of approximately $420 million to $440 million.

 

The company is maintaining its annual guidance for:

 

Annual adjusted EBITDA, with annual growth of 45% to 55%
Adjusted net debt to adjusted EBITDA leverage ratio which is expected to improve from 3.2x as of March 31, 2025, to below 2.25x by March 31, 2026 

 

INVESTOR CONFERENCE CALL AND BUSINESS UPDATE

 

Powerfleet management will hold a conference call on Monday, August 11, 2025, at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results for the first quarter fiscal 2026 ended June 30, 2025, and provide a business update.

 

Date: Monday, August 11, 2025

Time: 8:30 a.m. Eastern time (5:30 a.m. Pacific time)

Toll Free: 888-506-0062

International: 973-528-0011

Participant Access Code: 321752

 

The conference call will be broadcast simultaneously and available for replay here. Additionally, both the webcast and accompanying slide presentation will be available via the investor section of Powerfleet’s website at ir.powerfleet.com.

 

NON-GAAP FINANCIAL MEASURES

 

To supplement its financial statements presented in accordance with Generally Accepted Accounting Principles (GAAP), Powerfleet provides certain non-GAAP measures of financial performance. These non-GAAP measures include adjusted EBITDA, adjusted EBITDA gross margin, adjusted EBITDA gross profit, adjusted EBITDA service margin, adjusted product margin, adjusted EBITDA operating expenses, adjusted net income per share and net debt. Reference to these non-GAAP measures should be considered in addition to results prepared under current accounting standards, but are not a substitute for, or superior to, GAAP results. These non-GAAP measures are provided to enhance investors’ overall understanding of Powerfleet’s current financial performance. Specifically, Powerfleet believes the non-GAAP measures provide useful information to both management and investors by excluding certain expenses, gains and losses and fluctuations in currency rates that may not be indicative of its core operating results and business outlook. These non-GAAP measures are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income, gross margin, gross profit, total debt, cash flow from operating activities or earnings per share as an indicator of operating performance or liquidity. Because Powerfleet’s method for calculating the non-GAAP measures may differ from other companies’ methods, the non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Reconciliation of all non-GAAP measures included in this press release to the most directly comparable GAAP measures can be found in the financial tables included in this press release.

 

3

 

 

ABOUT POWERFLEET

 

Powerfleet (Nasdaq: AIOT; JSE: PWR) is a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset industry. With more than 30 years of experience, Powerfleet unifies business operations through the ingestion, harmonization, and integration of data, irrespective of source, and delivers actionable insights to help companies save lives, time, and money. Powerfleet’s ethos transcends our data ecosystem and commitment to innovation; our people-centric approach empowers our customers to realize impactful and sustained business improvement. The company is headquartered in New Jersey, United States, with offices around the globe. Explore more at www.powerfleet.com. Powerfleet has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board of the Johannesburg Stock Exchange (JSE).

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This press release contains forward-looking statements within the meaning of federal securities laws. Powerfleet’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions.

 

These forward-looking statements include, without limitation, our expectations with respect to our beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance, as well as anticipated financial impacts of the business combination with MiX Telematics and the acquisition of Fleet Complete. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. Most of these factors are outside our control and are difficult to predict. The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) our ability to realize all of the anticipated benefits of the business combination with MiX Telematics and the acquisition of Fleet Complete, and the potential challenges associated with the ongoing integration of the businesses; (ii) global economic conditions as well as exposure to political, trade and geographic risks, including tariffs and the conflict in the Middle East; (iii) disruptions or limitations in our supply chain, particularly with respect to key components; (iv) technological changes or product developments that may be more complex, costly, or less effective than expected; (v) cybersecurity risks and our ability to protect our information technology systems from breaches; (vi) our inability to adequately protect our intellectual property; (vii) competitive pressures from a broad range of local, regional, national and other providers of wireless solutions; (viii) our ability to effectively navigate the international political, economic and geographic landscape; (ix) changes in applicable laws and regulations or changes in generally accepted accounting policies, rules and practices; and (x) such other factors as are set forth in the periodic reports filed by us with the Securities and Exchange Commission (SEC), including but not limited to those described under the heading “Risk Factors” in our annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC’s website at http://www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

 

4

 

 

The forward-looking statements included in this press release are made only as of the date of this press release, and except as otherwise required by applicable securities law, we assume no obligation, nor do we intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

 

Powerfleet Investor Contacts

 

Carolyn Capaccio and Jody Burfening

Alliance Advisors IR

AIOTIRTeam@allianceadvisors.com

 

Powerfleet Media Contact

 

Jonathan Bates

jonathan.bates@powerfleet.com

+44 121 717-5360

 

5

 

POWERFLEET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

    Three Months Ended June 30,  
    2024     2025  
Revenues:            
Products   $ 18,738     $ 17,657  
Services     56,692       86,464  
Total revenues     75,430       104,121  
                 
Cost of revenues:                
Cost of products     12,751       13,228  
Cost of services     23,031       34,412  
Total cost of revenues     35,782       47,640  
                 
Gross profit     39,648       56,481  
                 
Operating expenses:                
Selling, general and administrative expenses     54,782       53,663  
Research and development expenses     3,101       4,857  
Total operating expenses     57,883       58,520  
                 
Loss from operations     (18,235 )     (2,039 )
                 
Interest income     304       196  
Interest expense, net     (2,691 )     (6,786 )
Other expense, net     (624 )     (1,243 )
                 
Net loss before income taxes     (21,246 )     (9,872 )
                 
Income tax expense     (1,053 )     (362 )
                 
Net loss before non-controlling interest     (22,299 )     (10,234 )
Non-controlling interest     (13 )      
                 
Net loss     (22,312 )     (10,234 )
                 
Preferred stock dividend     (25 )      
                 
Net loss attributable to common stockholders   $ (22,337 )   $ (10,234 )
                 
Net loss per share attributable to common stockholders - basic and diluted   $ (0.21 )   $ (0.08 )
                 
Weighted average common shares outstanding - basic and diluted     107,136       133,313  

 

6

 

POWERFLEET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

    March 31, 2025     June 30, 2025  
ASSETS                
Current assets:                
Cash and cash equivalents   $ 44,392     $ 31,196  
Restricted cash     4,396       4,447  
Accounts receivables, net     78,623       81,482  
Inventory, net     18,350       23,892  
Prepaid expenses and other current assets     23,319       26,762  
Total current assets     169,080       167,779  
Fixed assets, net     58,011       62,712  
Goodwill     383,146       394,668  
Intangible assets, net     258,582       263,745  
Right-of-use asset     12,339       11,935  
Severance payable fund     3,796       4,097  
Deferred tax asset     3,934       3,926  
Other assets     21,183       21,920  
Total assets   $ 910,071     $ 930,782  
                 
LIABILITIES                
Current liabilities:                
Short-term bank debt and current maturities of long-term debt   $ 41,632     $ 37,426  
Accounts payable     41,599       48,341  
Accrued expenses and other current liabilities     45,327       48,755  
Deferred revenue - current     17,375       17,116  
Lease liability - current     5,076       4,965  
Total current liabilities     151,009       156,603  
Long-term debt - less current maturities     232,160       232,954  
Deferred revenue - less current portion     5,197       5,133  
Lease liability - less current portion     8,191       7,994  
Accrued severance payable     6,039       6,754  
Deferred tax liability     57,712       57,387  
Other long-term liabilities     3,021       3,077  
Total liabilities     463,329       469,902  
                 
STOCKHOLDERS’ EQUITY                
Preferred stock            
Common stock     1,343       1,343  
Additional paid-in capital     671,400       673,253  
Accumulated deficit     (205,783 )     (216,017 )
Accumulated other comprehensive loss     (8,850 )     13,669  
Treasury stock     (11,518 )     (11,518 )
                 
Total stockholders’ equity     446,592       460,730  
Non-controlling interest     150       150  
Total equity     446,742       460,880  
                 
Total liabilities and stockholders’ equity   $ 910,071     $ 930,782  

 

7

 

POWERFLEET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

    Three Months Ended June 30,  
    2024     2025  
Cash flows from operating activities                
Net loss   $ (22,312 )   $ (10,234 )
Adjustments to reconcile net loss to cash (used in) provided by operating activities:                
Non-controlling interest     13        
Inventory reserve     257       193  
Stock based compensation expense     5,929       1,853  
Depreciation and amortization     10,335       16,031  
Right-of-use assets, non-cash lease expense     760       974  
Derivative mark-to-market adjustment           104  
Bad debts expense     1,993       1,856  
Deferred income taxes     1,021       (3,157 )
Shares issued for transaction bonuses     889        
Lease termination and modification losses           59  
Other non-cash items     482       (513 )
Changes in operating assets and liabilities:                
Accounts receivables     (6,973 )     (2,391 )
Inventories     (624 )     (4,733 )
Prepaid expenses and other current assets     (1,518 )     (1,284 )
Deferred costs     (1,789 )     (2,730 )
Deferred revenue     (142 )     (420 )
Accounts payable, accrued expenses and other current liabilities     4,993       9,637  
Lease liabilities     (927 )     (881 )
Accrued severance payable, net     (2 )     357  
                 
Net cash (used in) provided by operating activities     (7,615 )     4,721  
                 
Cash flows from investing activities:                
Acquisition, net of cash assumed     27,531        
Proceeds from sale of fixed assets           16  
Capitalized software development costs     (2,308 )     (3,724 )
Capital expenditures     (5,586 )     (8,114 )
                 
Net cash provided by (used in) investing activities     19,637       (11,822 )
                 
Cash flows from financing activities:                
Repayment of long-term debt     (493 )     (1,341 )
Short-term bank debt, net     4,161       (5,428 )
Purchase of treasury stock upon vesting of restricted stock     (2,836 )      
Payment of preferred stock dividend and redemption of preferred stock     (90,298 )      
Cash paid on dividends to affiliates     (4 )      
                 
Net cash used in financing activities     (89,470 )     (6,769 )
Effect of foreign exchange rate changes on cash and cash equivalents     (823 )     725  
Net decrease in cash and cash equivalents, and restricted cash     (78,271 )     (13,145 )
Cash and cash equivalents, and restricted cash at beginning of the period     109,664       48,788  
                 
Cash and cash equivalents, and restricted cash at end of the period   $ 31,393     $ 35,643  
                 
Reconciliation of cash, cash equivalents, and restricted cash, beginning of the period                
Cash and cash equivalents     24,354       44,392  
Restricted cash     85,310       4,396  
Cash, cash equivalents, and restricted cash, beginning of the period   $ 109,664     $ 48,788  
                 
Reconciliation of cash, cash equivalents, and restricted cash, end of the period                
Cash and cash equivalents     30,242       31,196  
Restricted cash     1,151       4,447  
Cash, cash equivalents, and restricted cash, end of the period   $ 31,393     $ 35,643  
                 
Supplemental disclosure of cash flow information:                
Cash paid (received) for:                
Taxes   $ 41     $ 873  
Interest   $ 3,057     $ 5,994  
                 
Noncash investing and financing activities:                
Common stock issued for transaction bonus   $ 9     $  
Shares issued in connection with MiX Combination   $ 362,005     $  

 

8

 

POWERFLEET, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES

(In thousands)

 

    Three Months Ended June 30,  
    2024     2025  
Net loss attributable to common stockholders   $ (22,337 )   $ (10,234 )
Non-controlling interest     13        
Preferred stock dividend     25        
Interest expense, net     2,916       6,590  
Other expense, net           23  
Income tax expense     1,053       362  
Depreciation and amortization     10,335       16,031  
Stock-based compensation     5,929       1,853  
Foreign currency losses     109       1,161  
Restructuring-related expenses     1,198       2,442  
Derivative mark-to-market adjustment           104  
Recognition of pre-October 1, 2024 contract assets (Fleet Complete)           1,503  
Acquisition-related expenses     14,494       1,130  
Integration-related expenses           675  
Adjusted EBITDA   $ 13,735     $ 21,640  

 

9

 

POWERFLEET, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP NET INCOME FINANCIAL MEASURES

(In thousands)

 

    Three Months Ended June 30,  
    2024     2025  
Net loss   $ (22,312 )   $ (10,234 )
Incremental intangible assets amortization expense as a result of business combinations     2,995       5,830  
Stock-based compensation (non-recurring/accelerated cost)     4,693        
Foreign currency losses     109       1,161  
Income tax effect of net foreign exchange losses     (747 )     (496 )
Restructuring-related expenses     1,198       2,442  
Income tax effect of restructuring costs     (103 )     (66 )
Derivative mark-to-market adjustment           104  
Acquisition-related expenses     14,494       1,130  
Integration-related expenses           675  
Inventory rationalization and other           415  
Non-GAAP net income   $ 327     $ 961  
                 
Weighted average shares outstanding     107,136       133,313  
                 
Non-GAAP net income per share - basic   $ 0.00     $ 0.01  

 

10

 

POWERFLEET, INC. AND SUBSIDIARIES

ADJUSTED GROSS PROFIT MARGINS

(In thousands)

 

    Three Months Ended June 30,  
    2024     2025  
Products:                
Product revenues   $ 18,738     $ 17,657  
Cost of products     12,751       13,228  
Products gross profit   $ 5,987     $ 4,429  
                 
Products gross profit margin     32.0 %     25.1 %
                 
Depreciation and amortization   $     $  
                 
Adjusted products gross profit   $ 5,987     $ 4,429  
                 
Adjusted products gross profit margin     32.0 %     25.1 %
                 
Services:                
Services revenues   $ 56,692     $ 86,464  
Cost of services     23,031       34,412  
Services gross profit   $ 33,661     $ 52,052  
                 
Services gross profit margin     59.4 %     60.2 %
                 
Depreciation and amortization   $ 8,729     $ 13,241  
                 
Adjusted services gross profit   $ 42,390     $ 65,293  
                 
Adjusted services gross profit margin     74.8 %     75.5 %
                 
Total:                
Total revenues   $ 75,430     $ 104,121  
Total cost of revenues     35,782       47,640  
Total gross profit   $ 39,648     $ 56,481  
                 
Total gross profit margin     52.6 %     54.2 %
                 
Depreciation and amortization   $ 8,729     $ 13,241  
                 
Adjusted total gross profit   $ 48,377     $ 69,722  
                 
Adjusted total gross profit margin     64.1 %     67.0 %

 

11

 

POWERFLEET, INC. AND SUBSIDIARIES

NON-GAAP EXPENSE RATIOS

(In thousands)

 

    Three Months Ended June 30,  
    2024     2025  
Total revenues   $ 75,430     $ 104,121  
                 
Selling, general and administrative expenses                
Selling, general and administrative expenses     54,782       53,663  
Restructuring-related expenses     (1,198 )     (2,442 )
Acquisition-related expenses     (14,494 )     (1,130 )
Integration-related costs           (675 )
Depreciation and amortization     (1,606 )     (2,790 )
Stock-based compensation     (5,929 )     (1,853 )
Non-GAAP selling, general and administrative expenses     31,555       44,773  
                 
Non-GAAP sales and marketing expenses     9,052       17,958  
Non-GAAP general and administrative expenses     22,503       26,815  
Non-GAAP selling, general and administrative expenses   $ 31,555     $ 44,773  
                 
Non-GAAP sales and marketing expenses as a percentage of total revenue     12.0 %     17.2 %
Non-GAAP general and administrative expenses as a percentage of total revenue     29.8 %     25.8 %
                 
Research and development expenses                
Research and development incurred   $ 5,213     $ 8,559  
Research and development capitalized     (2,112 )     (3,702 )
Research and development expenses   $ 3,101     $ 4,857  
                 
Research and development incurred as a percentage of total revenues     6.9 %     8.2 %
Research and development expenses as a percentage of total revenues     4.1 %     4.7 %

 

12

 

POWERFLEET, INC. AND SUBSIDIARIES

ADJUSTED OPERATING EXPENSES

(In thousands)

 

    Three Months Ended June 30,  
    2024     2025  
Total operating expenses   $ 57,883     $ 58,520  
Adjusted for once-off costs                
Acquisition-related expenses     14,494       1,130  
Integration-related costs           675  
Stock-based compensation (non-recurring/accelerated cost)     4,693        
Restructuring-related expenses     1,198       2,442  
      20,385       4,247  
Adjusted operating expenses   $ 37,498     $ 54,273  

 

13

EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2