false
0001774170
0001774170
2024-08-05
2024-08-05
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 5, 2024
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 5, 2024, Powerfleet, Inc. (the “Company”) issued a press release regarding preliminary financial results for the fiscal
quarter ended June 30, 2024 and preliminary pro forma results for the fiscal year ended March 31, 2024 (assuming the Company’s
business combination with MiX Telematics Limited (“MiX Telematics”) closed April 1, 2023). A copy of the press release is
being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this report is being furnished pursuant to Item 2.02 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.
Item
8.01. Other Events.
On
August 6, 2024 at 8:30 a.m. Eastern time (5:30 a.m. Pacific time), the Company will hold a conference call to discuss the preliminary
financial results for the fiscal quarter ended June 30, 2024 and preliminary pro forma results for the fiscal year ended March 31, 2024.
Cautionary
Note Regarding Forward-Looking Statements
This
report, including Exhibit 99.1, 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 Limited. 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) future economic and business conditions, including the conflict between Israel and Hamas; (ii)
integration of our and MiX Telematics’ businesses and the ability to recognize the anticipated synergies and benefits of the transaction
with MiX Telematics; (iii) the loss of any of our key customers or reduction in the purchase of our products by any such customers; (iv)
the failure of the markets for our products to continue to develop; (v) the negative effects of the transaction on the market price of
our securities; (vi) our inability to adequately protect our intellectual property; (vii) our inability to manage growth; (viii) the
effects of competition from a wide variety of local, regional, national and other providers of wireless solutions; and (ix) 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.
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 5, 2024
Exhibit
99.1
Powerfleet
Announces Preliminary Financial Results for First Quarter of Fiscal 2025; Raises Fiscal 2025 Annual Guidance
Outpaces
Expectations with 10% Preliminary Pro Forma Annual Revenue Growth to Approximately $75 Million
Subscriber
Count Increases Year-over-Year by 11% to 1.95 Million
Cost
Synergies and EBITDA Growth Outperform Expectations Due to Effective Integration
Delays
Q1 Fiscal 2025 Conference Call and Related Filings Due to SEC Comment Letter on Accounting Acquirer in MiX Telematics Business
Combination
Company
to Hold Fireside Chat on Tuesday, August 6th at 8:30am ET
WOODCLIFF
LAKE, N.J., August 5, 2024 - Powerfleet, Inc. (Nasdaq: AIOT) today announced a delay of its earnings call for the first fiscal
quarter ended June 30, 2024, originally scheduled for August 8, 2024. This follows the receipt of a comment letter from the U.S.
Securities and Exchange Commission (SEC) requesting additional information solely regarding Powerfleet’s determination
of the accounting acquirer in the recent business combination with MiX Telematics Ltd.
This
accounting issue is not expected to have any impact on the Company’s cash flows. Powerfleet is actively collaborating
with its auditors, financial, and legal advisors to address the SEC’s comment and targets to resolve this matter within
the month of August. However, this ongoing process will delay the company’s ability to file its Transition Report on Form 10-KT
for the period from January 1 to March 31, 2024, as well as its Form 10-Q for the first fiscal quarter of 2025 ended June 30,
2024.
In
addition, Powerfleet announced preliminary results for the first quarter of fiscal 2025 ended June 30, 2024, and pro forma results for
the fiscal year ended March 31, 2024.
Preliminary
Results for First Quarter 2025 Ended June 30, 2024
Powerfleet anticipates reporting preliminary revenue for the first quarter of fiscal 2025 of approximately $75 million, representing an increase
of 10% compared to the combined revenue of Powerfleet, Inc. and MiX Telematics Ltd. in the same period last year.
Additionally,
preliminary pro forma adjusted EBITDA, a non-GAAP metric, is projected to exceed $13.5 million, exclusive of $14 million
in one-time expenses, reflecting an increase of over 40% versus the combined adjusted EBITDA from the prior year’s
comparable period.
The
preliminary pro forma net loss attributable to common stockholders for the first quarter of fiscal 2025 is expected to be approximately
$23 million, inclusive of $21 million in transaction, restructuring, and other one-time costs and accelerated stock-based
compensation.
As
of June 30, 2024, the company held net debt of approximately $114 million, after accounting for $6 million in unsettled one-time transaction
costs.
Powerfleet
is increasing its full-year fiscal 2025 guidance, forecasting revenue now to exceed $300 million versus prior guidance of approximately
$300 million and adjusted EBITDA to exceed $60 million, which includes an incremental $5 million in secured exit run-rate cost
synergies, versus the prior guidance of approximately $60 million.
Powerfleet
will reschedule and announce its first quarter 2025 reporting date and conference call as soon as practicable.
Preliminary
Pro Forma Results for Fiscal 2024 Ended March 31, 2024
On
a preliminary and pro forma basis, assuming the MiX Telematics Ltd. business combination closed on April 1, 2023, management expects
to report total fiscal 2024 revenue of approximately $287 million.
Preliminary
pro forma fiscal 2024 Adjusted EBITDA, a non-GAAP metric, is expected to be approximately $43 million, excluding $14 million in one-time
expenses.
Preliminary
fiscal 2024 pro forma net income/loss attributable to common stockholders is expected to total approximately $36 million, inclusive of
$14 million in transaction, restructuring, and other one-time costs.
The
financial results reported herein are preliminary and subject to completion of the audit of the financial results for the transition
period from January 1, 2024 to March 31, 2024 and Powerfleet’s quarter-end close process. Such preliminary results may change and
are not necessarily indicative of the results to be achieved for any future period.
Fireside
Chat to be Held on Tuesday, August 6, 2024 at 8:30am ET
Powerfleet
will hold a fireside chat on Tuesday, August 6, 2024 at 8:30 a.m. Eastern time (5:30 a.m. Pacific time). Management will
make brief prepared remarks followed by a question-and-answer session.
Date:
Tuesday, August 6, 2024
Time:
8:30 a.m. Eastern time (5:30 a.m. Pacific time)
Toll
Free: 877-545-0523
International:
973-528-0016
Participant
Access Code: 219000
The
conference call will be broadcast simultaneously and available for replay here and via the investor section of the company’s website
at ir.powerfleet.com.
ABOUT
POWERFLEET
Powerfleet
(Nasdaq: AIOT; JSE: PWR; TASE: PWFL) 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.
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, Powerfleet’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
transaction with MiX Telematics. 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 Powerfleet’s control and are difficult to predict.
The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) future economic and business conditions,
including the conflict between Israel and Hamas; (ii) integration of our and MiX Telematics’ businesses and the ability to recognize
the anticipated synergies and benefits of the transaction with MiX Telematics; (iii) the loss of any of our key customers or reduction
in the purchase of our products by any such customers; (iv) the failure of the markets for our products to continue to develop; (v) the
negative effects of the transaction on the market price of our securities; (vi) our inability to adequately protect our intellectual
property; (vii) our inability to manage growth; (viii) the effects of competition from a wide variety of local, regional, national and
other providers of wireless solutions; (ix) failure to make timely filings of Powerfleet’s periodic reports with the SEC, including
the transition report on Form 10-KT for the period from January 1, 2024 to March 31, 2024 and the quarterly report on Form 10-Q for the
quarter ended June 30, 2024; and (x) such other factors as are set forth in the periodic reports filed by Powerfleet 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.
Powerfleet
does not provide a reconciliation for non-GAAP adjusted EBITDA to Net Income (Loss) for forecasts because it cannot, without unreasonable
effort, predict the special items that could arise, and Powerfleet is unable to address the probable significance of the unavailable
information.
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, Powerfleet assumes no obligation, nor does Powerfleet 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
Andrea
Hayton
ahayton@powerfleet.com
+1
(610) 401-1999
v3.24.2.u1
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
PowerFleet (NASDAQ:AIOT)
Historical Stock Chart
From Jul 2024 to Aug 2024
PowerFleet (NASDAQ:AIOT)
Historical Stock Chart
From Aug 2023 to Aug 2024
