Total revenue growth for fiscal 2025 of 26% to $362.5 million, with ~75% SaaS recurring revenue.
Annual adjusted EBITDA climbed 65% year-over-year to $71 million, with adjusted EBITDA margin expanding 500 basis points to 20%.
Q4 total revenue increased 42% year-over-year to $103.6 million, with Service revenue increasing 49% to $81.8m, while adjusted EBITDA grew 84% to $20.4 million.
Q4 total adjusted gross margin exceeded 60%, compared to 53% in the prior year.
Extended Conference Call to be Held at 8:30am ET; Slide Presentation Accessible Here
Powerfleet, Inc.(Nasdaq: AIOT)reported its financial results for the fiscal year and the fourth quarter ended March 31, 2025.
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MANAGEMENT COMMENTARY
“Fiscal 2025 was a true milestone year for Powerfleet – a period in which we executed a bold reinvention strategy integrating two major acquisitions in just 12 months, achieved our organic growth and profitability metrics, and established Powerfleet as a global AIoT SaaS leader – with the Unity platform at the center of our customer value creation strategy,” said Steve Towe, Powerfleet CEO.
“As we enter fiscal 2026, we do so as a stronger, more focused company, by proactively eliminating low-quality and non-strategic revenue from the acquired businesses. Our go-forward, high-quality revenue streams delivered strong organic growth year-over-year in FY25, with AI video growing more than 20% and in-warehouse safety solutions growing 17%. While we remain mindful of macroeconomic headwinds, we are confident in expanding our growth in FY26, particularly in the second half, driven by a strong, expanding pipeline and supported by the resilience of our international operations which grew organically by 13% in FY25.”
Towe added, “With our Unity data highway as the central engine, we're ready to scale faster, deliver greater value to customers, and continue unlocking the full potential of the company within the dynamic market we serve.”
FISCAL YEAR 2025 OPERATIONAL AND FINANCIAL HIGHLIGHTS
Powerfleet delivered an accelerated transformation of the business in FY25 – executing an aggressive M&A strategy and unlocking the foundation for scalable, high-margin growth.
Full Year Financial Performance Highlights: Pro Forma Basis Reflecting FY'24 MiX Combination Comparatives
— Total revenue increased 26% to $362.5 million, with ~75% derived from high-margin, recurring SaaS revenue – underscoring the successful pivot to a subscription-first business model.
— Adjusted EBITDA increased 65% year-over-year to $71 million, with adjusted EBITDA margins expanding by 5% to 20%, reflecting disciplined execution, cost synergy realization and operating leverage.
— The combined business achieved $16 million in annualized cost synergies during FY25, with $11 million flowing through to in-year adjusted EBITDA performance.
Operational Scale and Reach
— The subscriber base expanded 4x to 2.8 million, positioning Powerfleet among the top three global AIoT SaaS providers.
— Customer base multiplied to 48,000, including over half the Fortune 500 – across 8 verticals primed for cross-sell and upsell opportunities.
— Sales coverage doubled across North America, Europe, and Australasia. Indirect channel network has tripled to over 320 strategic alliances, including leading global telcos, vehicle and asset OEMs, and insurance partners.
Go To Market Momentum
— 600+ midmarket and enterprise customer logos were added in FY25, across key verticals such as logistics, food and beverage, automotive, and industrials.
— Accelerated double-digit organic growth in key strategic solution sets of AI video and in-warehouse safety, alongside 13% year on year growth in international operations.
— Sales efforts continued to drive high-value wins, including a major Q4 Unity AI video safety partnership win with a large North American student transportation company managing 9,000 drivers across 34 states,
— Exiting the year with 50%+ of all new sales – high value AI video and in-warehouse safety and compliance solutions, representing a significant global sales motion shift year on year.
Technology and Innovation
— Unity recognized as the #1 global solution and platform portfolio by ABI Research, reflecting leadership in platform depth, AI maturity, and usability.
— Quadrupled Unity Data Highway-dedicated engineering headcount to over 400 full time employees, fueling platform innovation
— Gained momentum and sales traction with device-agnostic, single pane of glass solution
FOURTH QUARTER 2025 FINANCIAL RESULTS: PRO FORMA BASIS REFLECTING FY'24 MIX COMBINATION COMPARATIVES
Total revenue grew 42% year-over-year to $103.6 million, driven by the Fleet Complete acquisition and AI video solutions. Service revenue rose 49% to $81.8 million while product revenue grew 23% to $21.9 million,
Gross profit increased 42% to $54.8 million. On an adjusted basis, excluding the amortization of acquisition-related intangibles and post-acquisition inventory rationalization, gross profit rose by $24.0 million, or 62%, to $62.6 million. Adjusted service gross margin expanded significantly, increasing by 7.6 percentage points to 68.8%, after excluding $5.2 million in non-cash amortization.
Adjusted product gross margin also improved, rising to 28.7% from 27.3% in the prior year, after excluding $2.6 million in acquisition-related inventory write-offs. As a result, total adjusted gross margin exceeded 60%, compared to 53.0% in the prior year.
Operating expenses totaled $61.7 million, including $7.5 million in one-time transaction, integration, and restructuring costs, consistent with the level of one-time expenses incurred in the prior year. Excluding one-time items, adjusted operating expenses were $54.2 million, up from $37.6 million, with the increase primarily driven by the addition of Fleet Complete.
Adjusted EBITDA increased 84% to $20.4 million, up from $11.1 million in the prior year, reflecting contributions from the Fleet Complete acquisition, organic growth, gross margin expansion and cost synergies. Net loss attributable to common stockholders was $0.09 per share, compared to $0.19 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 was $0.02 per share, up from a loss of $0.01 per share in the prior year.
Net debt at quarter end was $225.0 million, consisting of $48.8 million in cash and $273.8 million total debt. Net debt, adjusted for $3.6 million in unsettled transaction costs, was $228.6 million, outperforming our year-end guidance of approximately $235 million by $6.4 million.
INVESTOR CONFERENCE CALL AND BUSINESS UPDATE
Powerfleet management will hold a conference call on Monday, June 16, 2025, at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results for the fourth quarter and fiscal year ended March 31, 2025, and provide a business update.
Date: Monday, June 16, 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: 539753 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 atir.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 gross margin, adjusted gross profit, adjusted service margin, adjusted product margin, adjusted 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.
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 atwww.powerfleet.com. Powerfleethas 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 our transactions with MiX Telematics and 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) future global economic and business conditions, including the effect of conflicts in certain geographies and the potential imposition of tariffs; (ii) integration of our, MiX Telematics' and Fleet Complete's businesses and the ability to recognize the anticipated synergies and benefits of the transactions with MiX Telematics and Fleet Complete; (iii) the commercial, financial, reputational and regulatory risks to our business that may arise as a consequence of operating across multiple geographies; (iv) disruptions in our global supply chain or failures by subcontractors; (v) the loss of any of our key customers or reduction in the purchase of our products by any such customers; (vi) reliance on third-party channel partner relationships; (vii) our inability to adequately protect our intellectual property; (viii) changes in technology or products, which may be more difficult or costly, or less effective, than anticipated; (ix) potential breaches of our information technology systems; (x) our ability to obtain additional capital to fund our operations; and (xi) 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.
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 LHA Investor Relations AIOTIRTeam@lhai.com
Powerfleet Media Contact Jonathan Bates jonathan.bates@powerfleet.com +44 121 717-5360
POWERFLEET, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data) Three Months Ended March 31, Year Ended March 31, 2024 2025 2024 2025 Pro Forma Consolidated Pro Forma Consolidated Combined CombinedRevenues:Products $ 17,793 $ 21,866 $ 67,665 $ 85,584Services 55,029 81,772 219,239 276,931Total revenues 72,822 103,638 286,904 362,515Cost of revenues:Cost of products 12,935 18,152 48,316 61,961Cost of services 21,324 30,723 79,636 106,017Total cost of revenues 34,259 48,875 127,952 167,978Gross profit 38,563 54,763 158,952 194,537Operating expenses:Selling, general and administrative 41,366 56,839 151,839 204,361expensesResearch and development expenses 3,733 4,904 14,793 16,061Total operating expenses 45,099 61,743 166,632 220,422Loss from operations (6,536) (6,980) (7,680) (25,885)Interest income 627 95 1,480 926Interest expense (1,410) (5,655) (4,521) (20,330)Bargain purchase – Movingdots – – 1,800 -Other expense, net – (202) (266) (1,163)Net loss before income taxes (7,319) (12,742) (9,187) (46,452)Income tax (expense) benefit (1,917) 304 (7,014) (4,517)Net loss before non-controlling interest (9,236) (12,438) (16,201) (50,969)Non-controlling interest (12) (1) (50) (18)Net loss (9,248) (12,439) (16,251) (50,987)Accretion of preferred stock (9,996) – (15,480) -Preferred stock dividend (1,129) – (4,514) (25)Net loss attributable to common $ (20,373) $ (12,439) $ (36,245) $ (51,012)stockholdersNet loss per share attributable to $ (0.19) $ (0.09) $ (0.34) $ (0.43)commonstockholders – basic anddilutedWeighted average common shares 106,894 132,793 106,894 119,877outstanding – basic and diluted
POWERFLEET, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except per share data) March 31, 2024 March 31, 2025 Pro Forma Consolidated CombinedASSETSCurrent assets:Cash and cash equivalents $ 51,091 $ 44,392Restricted cash 86,104 4,396Accounts receivables, net 55,008 78,623Inventory, net 25,800 18,350Prepaid expenses and other current assets 17,826 23,319Total current assets 235,829 169,080Fixed assets, net 48,306 58,011Goodwill 121,713 383,146Intangible assets, net 40,444 258,582Right-of-use asset 11,222 12,339Severance payable fund 3,796 3,796Deferred tax asset 3,874 3,934Other assets 19,090 21,183Total assets $ 484,274 $ 910,071LIABILITIESCurrent liabilities:Short-term bank debt and current maturities of long-term debt $ 22,109 $ 41,632Accounts payable 27,174 41,599Accrued expenses and other current liabilities 33,589 45,327Deferred revenue – current 12,236 17,375Lease liability – current 2,648 5,076Total current liabilities 97,756 151,009Long-term debt – less current maturities 113,810 232,160Deferred revenue – less current portion 4,892 5,197Lease liability – less current portion 8,773 8,191Accrued severance payable 4,597 6,039Deferred tax liability 18,669 57,712Other long-term liabilities 2,980 3,021Total liabilities 251,477 463,329Convertible redeemable preferred stock: Series A 90,273 -STOCKHOLDERS' EQUITYPreferred stock – -Common stock 63,842 1,343Additional paid-in capital 200,218 671,400Accumulated deficit (78,516) (205,783)Accumulated other comprehensive loss (17,133) (8,850)Treasury stock (25,997) (11,518)Total stockholders' equity 142,414 446,592Non-controlling interest 110 150Total equity 142,524 446,742Total liabilities, convertible redeemable preferred stock, $ 484,274 $ 910,071and stockholders' equity
POWERFLEET, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands) Year Ended March 31, 2024 2025 Pro Forma Consolidated CombinedCash flows from operating activitiesNet loss $ (16,251) $ (50,987)Adjustments to reconcile net loss to cash provided by (used in) operatingactivities:Non-controlling interest 50 18Gain on bargain purchase (1,800) -Inventory write-downs 2,172 4,480Stock-based compensation expense 5,214 9,362Depreciation and amortization 29,548 47,494Impairment of long-lived assets 139 -Right-of-use assets, non-cash lease expense 2,919 5,007Derivative mark-to-market adjustment – (504)Bad debts expense 7,534 9,418Deferred income taxes 3,235 (4,872)Shares issued for transaction bonuses – 889Lease termination and modification losses – 295Other non-cash items 6,338 1,061Changes in operating assets and liabilities:Accounts receivables (9,298) (14,048)Inventory (601) 5,729Prepaid expenses and other current assets (1,078) 5,474Deferred costs (8,514) (8,437)Deferred revenue (180) 1,748Accounts payable and accrued expenses 9,731 (12,162)Lease liabilities (2,851) (4,558)Accrued severance payable 15 1,248Net cash provided by (used in) operating activities 26,322 (3,345)Cash flows from investing activities:Acquisition, net of cash assumed – (137,112)Proceeds from sale of fixed assets – 12Capitalized software development costs (9,512) (13,782)Capital expenditures (20,709) (20,008)Deferred consideration paid – -Repayment of loan advanced to external parties – 294Net cash used in investing activities (30,221) (170,596)Cash flows from financing activities:Repayment of long-term debt (14,116) (2,642)Short-term bank debt, net (158) 19,551Deferred consideration paid (1,955) -Purchase of treasury stock upon vesting of restricted stock (674) (2,836)Repayment of financing lease (129) -Payment of preferred stock dividend and redemption of preferred stock (3,385) (90,298)Proceeds from private placement, net – 66,459Proceeds from long-term debt 115,000 125,000Payment of long-term debt costs (1,081) (1,410)Proceeds from exercise of stock options, net 36 1,898Cash paid on dividends to affiliates (5,320) -Net cash provided by financing activities 88,218 115,722Effect of foreign exchange rate changes on cash and cash equivalents (2,870) (2,657)Net increase (decrease) in cash and cash equivalents, and restricted cash 81,449 (60,876)Cash and cash equivalents, and restricted cash at beginning of the period 55,746 109,664Cash and cash equivalents, and restricted cash at end of the period $ 137,195 $ 48,788Reconciliation of cash, cash equivalents, and restricted cash, beginningof the periodCash and cash equivalents 54,656 24,354Restricted cash 1,090 85,310Cash, cash equivalents, and restricted cash, beginning of the period $ 55,746 $ 109,664Reconciliation of cash, cash equivalents, and restricted cash, end of theperiodCash and cash equivalents 51,091 44,392Restricted cash 86,104 4,396Cash, cash equivalents, and restricted cash, end of the period $ 137,195 $ 48,788Supplemental disclosure of cash flow information:Cash paid for:Taxes $ 3,381 $ 4,283Interest $ 2,414 $ 15,335Noncash investing and financing activities:Common stock issued for transaction bonus $ – $ 9Shares issued in connection with MiX Combination $ – $ 362,005Shares issued in connection with Fleet Complete acquisition $ – $ 21,343Value of licensed intellectual property acquired in connection with $ 1,517 $ -Movingdots acquisitionPreferred stock dividends paid in shares $ 1,108 $ -Issuance of derivative on long-term debt $ 2,226 $ –
POWERFLEET, INC. AND SUBSIDIARIESRECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES(In thousands) Three Months Ended March 31, Year Ended March 31, 2024 2025 2024 2025 Pro Forma Consolidated Pro Forma Consolidated Combined CombinedNet loss attributable to common stockholders $ (20,373) $ (12,439) $ (36,245) $ (51,012)Non-controlling interest 12 1 50 18Preferred stock dividend and accretion 11,125 – 19,994 25Interest expense, net 935 5,560 3,192 19,404Other expense, net 55 – 87 -Income tax expense (benefit) 1,917 (304) 7,014 4,517Depreciation and amortization 8,369 14,452 29,548 47,494Stock-based compensation 1,311 924 5,214 9,362Foreign currency losses 438 502 1,493 1,790Restructuring-related expenses 324 6,969 1,065 10,077Gain on bargain purchase – Movingdots – – (1,800) -Impairment of long-lived assets 139 – 139 -Derivative mark-to-market adjustment – (29) – (504)Recognition of pre-October 1, 2024 – 1,768 – 3,809contract assets (Fleet Complete)Net profit on fixed assets (66) – (115) -Contingent consideration remeasurement (250) – (1,299) -Acquisition-related expenses 7,177 428 14,313 21,300Integration-related expenses – 2,592 – 4,851Non-recurring transitional service – – 482 -agreement costsAdjusted EBITDA $ 11,113 $ 20,424 $ 43,132 $ 71,131
POWERFLEET, INC. AND SUBSIDIARIESRECONCILIATION OF GAAP TO NON-GAAP NET (LOSS) INCOME FINANCIAL MEASURES(In thousands) Three Months Ended March 31, Year Ended March 31, 2024 2025 2024 2025 Pro Forma Consolidated Pro Forma Consolidated Combined CombinedNet loss $ (9,248) $ (12,439) $ (16,251) $ (50,987)Incremental intangible assets amortization – 5,201 – 14,752expense as a result of MiX Telematics andFleet Complete business combinationsStock-based compensation (non- – – – 4,693recurring/accelerated cost)Foreign currency losses 438 502 1,493 1,790Income tax effect of net foreign exchange 389 (377) 279 (602)(losses) gainsRestructuring-related expenses 324 6,969 1,065 10,077Income tax effect of restructuring costs – (53) (7) (207)Derivative mark-to-market adjustment – (29) – (504)Acquisition-related expenses 7,177 428 14,313 21,300Integration-related expenses – 2,592 – 4,851Non-recurring transitional service – – 482 -agreement costsIncome tax effect of non-recurring (130) – (130) -transitional service agreement costsContingent consideration remeasurement (250) – (1,299) -Non-GAAP net (loss) income $ (1,300) $ 2,794 $ (55) $ 5,163Weighted average shares outstanding 106,894 132,793 106,894 119,877Non-GAAP net (loss) income per share – $ (0.01) $ 0.02 $ (0.001) $ 0.04basic
POWERFLEET, INC. AND SUBSIDIARIESADJUSTED GROSS PROFIT MARGINS(In thousands) Three Months Ended March 31, Year Ended March 31, 2024 2025 2024 2025 Pro Forma Consolidated Pro Forma Consolidated Combined CombinedRevenues:Products $ 17,793 $ 21,866 $ 67,665 $ 85,584Services 55,029 81,772 219,239 276,931Total revenues 72,822 103,638 286,904 362,515Cost of revenues:Cost of products 12,935 18,152 48,316 61,961Cost of services 21,324 30,723 79,636 106,017Total cost of revenues 34,259 48,875 127,952 167,978Gross profit $ 38,563 54,763 $ 158,952 $ 194,537Product margin 27.3% 17.0% 28.6% 27.6%Service margin 61.2% 62.4% 63.7% 61.7%Total gross profit margin 53.0% 52.8% 55.4% 53.7%Incremental intangible assets $ – $ 5,201 $ – $ 14,752amortization expense as a result ofMiX Telematics and Fleet Completebusiness combinationsInventory rationalization $ – $ 2,570 $ – $ 3,310Product margin 27.3% 28.7% 28.6% 31.5%Service margin 61.2% 68.8% 63.7% 67.0%Adjusted total gross profit margin 53.0% 60.3% 55.4% 58.6%
POWERFLEET, INC. AND SUBSIDIARIESADJUSTED OPERATING EXPENSES(In thousands) Three Months Ended March 31, Year Ended March 31, 2024 2025 2024 2025 Pro Forma Consolidated Pro Forma Consolidated Combined CombinedTotal operating expenses $ 45,099 $ 61,743 $ 166,632 $ 220,422Adjusted for once-off costsAcquisition-related expenses 7,177 428 14,313 21,300Integration-related costs – 2,592 – 4,851Stock-based compensation (non- – – – 4,693recurring/accelerated cost)Restructuring-related expenses 324 4,499 1,065 6,767 7,501 7,519 15,378 37,611Adjusted operating expenses $ 37,598 $ 54,224 $ 151,254 $ 182,811
POWERFLEET, INC. AND MiX TELEMATICSCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data) Three Months Ended March 31, 2024 Powerfleet Inc. MiX Telematics Adjustments to Pro Forma align disclosure CombinedRevenues:Products $ 12,081 $ 6,705 $ (993) $ 17,793Services 21,659 32,377 993 55,029Total revenues 33,740 39,082 – 72,822Cost of revenues:Cost of products 9,513 4,690 (1,268) 12,935Cost of services 8,024 12,032 1,268 21,324Total cost of revenues 17,537 16,722 – 34,259Gross profit 16,203 22,360 – 38,563Operating expenses:Selling, general and administrative 21,832 19,534 – 41,366expensesResearch and development expenses 2,018 1,715 – 3,733Total operating expenses 23,850 21,249 – 45,099(Loss) income from operations (7,647) 1,111 – (6,536)Interest income 259 368 – 627Interest expense (708) (702) – (1,410)Other (expense) income, net (55) 55 – -Net (loss) income before income taxes (8,151) 832 – (7,319)Income tax expense (352) (1,565) – (1,917)Net loss before non-controlling interest (8,503) (733) – (9,236)Non-controlling interest (12) – – (12)Net loss (8,515) (733) – (9,248)Accretion of preferred stock (9,996) – – (9,996)Preferred stock dividend (1,129) – – (1,129)Net loss attributable to common $ (19,640) $ (733) $ – $ (20,373)stockholdersNet loss per share attributable to $ (0.55) $ (0.01) $ (0.19)common stockholders – basic and dilutedWeighted average common shares 35,813 71,081 106,894outstanding – basic
POWERFLEET, INC. AND MiX TELEMATICSCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data) Year Ended March 31, 2024 Powerfleet Inc. MiX Telematics Adjustments to Pro Forma align disclosure CombinedRevenues:Products $ 49,313 $ 21,600 $ (3,248) $ 67,665Services 85,311 130,680 3,248 219,239Total revenues 134,624 152,280 – 286,904Cost of revenues:Cost of products 36,916 14,628 (3,228) 48,316Cost of services 31,003 45,405 3,228 79,636Total cost of revenues 67,919 60,033 – 127,952Gross profit 66,705 92,247 – 158,952Operating expenses:Selling, general and administrative 76,144 75,695 – 151,839expensesResearch and development expenses 8,675 6,118 – 14,793Total operating expenses 84,819 81,813 – 166,632(Loss) income from operations (18,114) 10,434 – (7,680)Interest income 338 1,142 – 1,480Interest expense (2,174) (2,347) – (4,521)Bargain purchase – Movingdots 1,800 – – 1,800Other expense, net (87) (179) – (266)Net (loss) income before income taxes (18,237) 9,050 – (9,187)Income tax expense (549) (6,465) – (7,014)Net (loss) income before non-controlling (18,786) 2,585 – (16,201)interestNon-controlling interest (50) – – (50)Net (loss) income (18,836) 2,585 – (16,251)Accretion of preferred stock (15,480) – – (15,480)Preferred stock dividend (4,514) – – (4,514)Net (loss) income attributable to $ (38,830) $ 2,585 $ – $ (36,245)common stockholdersNet (loss) income per share attributable $ (1.09) $ 0.04 $ (0.34)to common stockholders – basicWeighted average common shares 35,694 71,200 106,894outstanding – basic
POWERFLEET, INC. AND MiX TELEMATICSCONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except per share data) March 31, 2024 Powerfleet Inc. MiX Telematics Pro Forma CombinedASSETSCurrent assets:Cash and cash equivalents $ 24,354 $ 26,737 $ 51,091Restricted cash 85,310 794 86,104Accounts receivables, net 30,333 24,675 55,008Inventory, net 21,658 4,142 25,800Prepaid expenses and other current assets 8,133 9,693 17,826Total current assets 169,788 66,041 235,829Fixed assets, net 12,719 35,587 48,306Goodwill 83,487 38,226 121,713Intangible assets, net 19,652 20,792 40,444Right-of-use asset 7,428 3,794 11,222Severance payable fund 3,796 – 3,796Deferred tax asset 2,781 1,093 3,874Other assets 9,029 10,061 19,090Total assets $ 308,680 $ 175,594 $ 484,274LIABILITIESCurrent liabilities:Short-term bank debt and current maturities of long-term debt $ 1,951 $ 20,158 $ 22,109Accounts payable 20,025 7,149 27,174Accrued expenses and other current liabilities 13,983 19,606 33,589Deferred revenue – current 5,842 6,394 12,236Lease liability – current 1,789 859 2,648Total current liabilities 43,590 54,166 97,756Long-term debt – less current maturities 113,810 – 113,810Deferred revenue – less current portion 4,892 – 4,892Lease liability – less current portion 5,921 2,852 8,773Accrued severance payable 4,597 – 4,597Deferred tax liability 4,465 14,204 18,669Other long-term liabilities 2,496 484 2,980Total liabilities 179,771 71,706 251,477Convertible redeemable preferred stock: Series A 90,273 – 90,273STOCKHOLDERS' EQUITYPreferred stock – – -Common stock 387 63,455 63,842Additional paid-in capital 202,607 (2,389) 200,218Accumulated deficit (154,796) 76,280 (78,516)Accumulated other comprehensive loss (985) (16,148) (17,133)Treasury stock (8,682) (17,315) (25,997)Total stockholders' equity 38,531 103,883 142,414Non-controlling interest 105 5 110Total equity 38,636 103,888 142,524Total liabilities, convertible redeemable preferred $ 308,680 $ 175,594 $ 484,274stock, and stockholders' equity
POWERFLEET, INC. AND MiX TELEMATICSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands) Year Ended March 31, 2024 Powerfleet Inc. MiX Telematics Pro Forma CombinedCash flows from operating activitiesNet (loss) income $ (18,836) $ 2,585 $ (16,251)Adjustments to reconcile net (loss) income to cash providedby operating activities:Non-controlling interest 50 – 50Gain on bargain purchase (1,800) – (1,800)Inventory reserve 1,557 615 2,172Stock based compensation expense 4,104 1,110 5,214Depreciation and amortization 9,098 20,450 29,548Impairment of long-lived assets – 139 139Right-of-use assets, non-cash lease expense 2,919 – 2,919Bad debts expense 2,309 5,225 7,534Deferred income taxes (281) 3,516 3,235Other non-cash items (55) 6,393 6,338Changes in operating assets and liabilities:Accounts receivables (1,538) (7,760) (9,298)Inventories (780) 179 (601)Prepaid expenses and other current assets (564) (514) (1,078)Deferred costs 481 (8,995) (8,514)Deferred revenue (180) – (180)Accounts payable and accrued expenses 8,786 945 9,731Lease liabilities (2,851) – (2,851)Accrued severance payable, net 15 – 15Net cash provided by operating activities 2,434 23,888 26,322Cash flows from investing activities:Capitalized software development costs (3,540) (5,972) (9,512)Capital expenditures (3,673) (17,036) (20,709)Net cash used in investing activities (7,213) (23,008) (30,221)Cash flows from financing activities:Repayment of long-term debt (14,116) – (14,116)Short-term bank debt, net (5,708) 5,550 (158)Deferred consideration paid – (1,955) (1,955)Purchase of treasury stock upon vesting of restricted stock (128) (546) (674)Repayment of financing lease (129) – (129)Payment of preferred stock dividend and redemption of (3,385) – (3,385)preferred stockProceeds from long-term debt 115,000 – 115,000Payment of long-term debt costs (1,081) – (1,081)Proceeds from exercise of stock options, net 36 – 36Cash paid on dividends to affiliates – (5,320) (5,320)Net cash from (used in) financing activities 90,489 (2,271) 88,218Effect of foreign exchange rate changes on cash and cash (1,135) (1,735) (2,870)equivalentsNet increase (decrease) in cash and cash equivalents, and 84,575 (3,126) 81,449restricted cashCash and cash equivalents, and restricted cash at beginning of 25,089 30,657 55,746the periodCash and cash equivalents, and restricted cash at end of $ 109,664 $ 27,531 $ 137,195the periodReconciliation of cash, cash equivalents, and restrictedcash, beginning of the periodCash and cash equivalents 24,780 29,876 54,656Restricted cash 309 781 1,090Cash, cash equivalents, and restricted cash, beginning of the $ 25,089 $ 30,657 $ 55,746periodReconciliation of cash, cash equivalents, and restrictedcash, end of the periodCash and cash equivalents 24,354 26,737 51,091Restricted cash 85,310 794 86,104Cash, cash equivalents, and restricted cash, end of the period $ 109,664 $ 27,531 $ 137,195Supplemental disclosure of cash flow information:Cash paid for:Taxes $ 432 $ 2,949 $ 3,381Interest $ 1,720 $ 694 $ 2,414Noncash investing and financing activities:Value of licensed intellectual property acquired in $ 1,517 $ – $ 1,517connection with Movingdots acquisitionPreferred stock dividends paid in shares $ 1,108 $ – $ 1,108Issuance of derivative on long-term debt $ 2,226 $ – $ 2,226
POWERFLEET, INC. AND MiX TELEMATICSRECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES(In thousands) Three Months Ended March 31, 2024 Powerfleet Inc. MiX Telematics Pro Forma CombinedNet loss attributable to common stockholders $ (19,640) $ (733) $ (20,373)Non-controlling interest 12 – 12Preferred stock dividend and accretion 11,125 – 11,125Interest expense, net 601 334 935Other expense, net 55 – 55Income tax expense 352 1,565 1,917Depreciation and amortization 1,943 6,426 8,369Stock-based compensation 1,028 283 1,311Foreign currency losses 43 395 438Restructuring-related expenses 324 – 324Impairment of long-lived assets – 139 139Net profit on fixed assets – (66) (66)Contingent consideration remeasurement – (250) (250)Acquisition-related expenses 6,078 1,099 7,177Adjusted EBITDA $ 1,921 $ 9,192 $ 11,113
POWERFLEET, INC. AND MiX TELEMATICSRECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES(In thousands) Year Ended March 31, 2024 Powerfleet Inc. MiX Telematics Pro Forma CombinedNet (loss) profit attributable to common stockholders $ (38,830) $ 2,585 $ (36,245)Non-controlling interest 50 – 50Preferred stock dividend and accretion 19,994 – 19,994Interest expense, net 1,987 1,205 3,192Other expense, net 87 – 87Income tax expense 549 6,465 7,014Depreciation and amortization 9,098 20,450 29,548Stock-based compensation 4,104 1,110 5,214Foreign currency translation (248) 1,741 1,493Restructuring-related expenses 1,035 30 1,065Gain on Bargain purchase – Movingdots (1,800) – (1,800)Impairment of long-lived assets – 139 139Net profit on fixed assets – (115) (115)Contingent consideration remeasurement – (1,299) (1,299)Acquisition-related expenses 11,218 3,095 14,313Non-recurring transitional service agreement costs – 482 482Adjusted EBITDA $ 7,244 $ 35,888 $ 43,132
POWERFLEET, INC. AND MiX TELEMATICSRECONCILIATION OF GAAP TO NON-GAAP NET (LOSS) INCOME FINANCIAL MEASURES(In thousands) Three Months Ended March 31, 2024 Powerfleet Inc. MiX Telematics Pro Forma CombinedNet (loss) income $ (8,515) $ (733) $ (9,248)Foreign currency losses 43 395 438Income tax effect of net foreign exchange losses – 389 389Restructuring-related expenses 324 – 324Acquisition-related expenses 6,078 1,099 7,177Non-recurring transitional service agreement costs – – -Income tax effect of non-recurring transitional service agreement – (130) (130)costsContingent consideration remeasurement – (250) (250)Non-GAAP net (loss) income $ (2,070) $ 770 $ (1,300)Weighted average shares outstanding 35,813 71,081 106,894Non-GAAP net income per share – basic $ (0.06) $ 0.01 $ (0.01)
POWERFLEET, INC. AND MiX TELEMATICSRECONCILIATION OF GAAP TO NON-GAAP NET (LOSS) INCOME FINANCIAL MEASURES(In thousands) Year Ended March 31, 2024 Powerfleet Inc. MiX Telematics Pro Forma CombinedNet (loss) income $ (18,836) $ 2,585 $ (16,251)Foreign currency (gains) losses (248) 1,741 1,493Income tax effect of net foreign exchange losses – 279 279Restructuring-related expenses 1,035 30 1,065Income tax effect of restructuring costs – (7) (7)Acquisition-related expenses 11,218 3,095 14,313Non-recurring transitional service agreement costs – 482 482Income tax effect of non-recurring transitional service – (130) (130)agreement costsContingent consideration remeasurement – (1,299) (1,299)Non-GAAP net (loss) income $ (6,831) $ 6,776 $ (55)Weighted average shares outstanding 35,694 71,200 106,894Non-GAAP net (loss) income per share – basic $ (0.19) $ 0.10 $ (0.001)
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