Q3 revenue rises to $106 million, an increase of 45% year-over-year,
with service revenue
representing 77% of total revenue
Adjusted EBITDA climbs to $22 million, an increase of 77%, driving an
annual run rate
surpassing $85 million— doubling 2024
adjusted EBITDA
FY25 full year guidance increased $10 million for revenue and $2.5 million for adjusted
EBITDA
Meaningful increase in adjusted gross margin
performance, with total adjusted gross
margins now above 60%, and adjusted service gross margins
approaching 70%
Post-M&A integration ahead of
schedule, priming for double digit growth trajectory in
FY26
WOODCLIFF LAKE, N.J., Feb. 10,
2025 /PRNewswire/ -- Powerfleet,
Inc. (Nasdaq: AIOT) reported its financial results
for the third quarter ended December 31,
2024. This marks the first full quarter following the
closing of the acquisition of Fleet Complete and the third full
quarter since closing the business combination with MiX Telematics
Ltd (MiX). Prior year comparison numbers are adjusted to reflect
the pro-forma financial performance of the business combination
with MiX.
THIRD QUARTER 2025 FINANCIAL HIGHLIGHTS
- Total revenue: Increased by 45% to $106.4 million.
- Service revenue: Accounted for 77% of total revenue, increasing
45% to $81.7 million, driven by the
Fleet Complete acquisition and Unity's safety-focused
solutions.
- Product revenue: Grew 42% to $24.7
million, driven by the Fleet Complete acquisition and
in-warehouse product strength.
- Gross profit: Increased by 44% to $58.8
million. Gross profit, adjusted for the amortization of
acquisition-related intangibles, increased by $23.3 million, or 57%, to $64.2 million.
- Combined adjusted gross margin: Exceeded 60%, an increase from
55.5% in the prior year, with adjusted service margins expanding by
4.4% to 69.3% and product margins improving by 5.3% to 30.6%.
- Adjusted EBITDA: Increased 77% to $22.5
million, up from $12.7 million
in the prior year, driven by the Fleet Complete acquisition,
organic growth, and cost synergies.
- Exits the quarter with over 2.6 million recurring revenue
subscribers actively leveraging the company's comprehensive suite
of solutions
MANAGEMENT COMMENTARY
"Our strategic focus on achieving global scale through accretive
M&A transactions has fundamentally reshaped our business. With
the rapid follow-up of the Fleet Complete acquisition after the MiX
combination, we have built a scaled P&L that sets the stage for
long-term growth," said CEO Steve
Towe.
"With these strong financial foundations in place, our primary
focus is now on seamlessly integrating the combined businesses,
executing our strategic priorities, and positioning Powerfleet for
accelerated top-line growth."
"The process of integration is well underway, as we align our
organizational structure to drive sustainable growth and enhance
operational excellence. Simultaneously, our cost synergy program
remains on track, with $15 million in
annualized savings secured exiting the December quarter and more
than $16 million targeted by fiscal
year-end."
"On the commercial front, the Fleet Complete acquisition has
significantly expanded our market opportunity through scaled
channel partnerships with leading telecommunications providers. Our
direct sales efforts continue to drive high-value wins, including a
major Unity in-warehouse safety solution deal with one of the
largest beverage companies in North
America, with long-term total contract value revenue
potential in the $25 million to
$30 million range. Meanwhile, AI
camera solutions continue to gain strong traction, with sales
volumes up 52% year-over-year through our largest channel
partner."
THIRD QUARTER 2025 FINANCIAL RESULTS
Total revenue increased 45% year-over-year to $106.4 million, driven by the Fleet Complete
acquisition and strong in-warehouse product sales, which helped
offset headwinds in the U.S. logistics segment. Product revenue
grew 42% to $24.7 million, while
service revenue rose 45% to $81.7
million, fueled by the Fleet Complete acquisition and
Unity's safety-centric solutions.
Gross profit increased by 44% to $58.8
million. Gross profit, adjusted for the amortization of
acquisition-related intangibles, increased by $23.3 million, or 57%, to $64.2 million. Gross margin saw significant
expansion, with product gross margin improving to 30.6%, up from
25.3% in the prior year. Service gross margin, adjusted for
$5.4 million in non-cash
amortization, increased by 4.4% to 69.3%. As a result, the combined
adjusted gross margin surpassed 60%, up from 55.5% in the prior
year.
Operating expenses totaled $60.0
million, including $6.7
million in one-time transaction and restructuring costs,
compared to $5.0 million in the prior
year. Excluding these costs, adjusted operating expenses were
$53.4 million, up from $37.4 million, with the increase solely
attributable to the Fleet Complete acquisition.
Adjusted EBITDA increased 77% to $22.5
million, up from $12.7 million
in the prior year, reflecting contributions from the Fleet Complete
acquisition, organic growth, and cost synergies. Net loss
attributable to common stockholders was $0.11 per share, compared to $0.05 per share in the prior year, reflecting
higher transaction costs, interest expense and taxes. After
adjusting for one-time expenses and amortization of
acquisition-related intangibles, adjusted net income was
$0.01 per share, down from
$0.03 per share in the prior year.
The $0.02 decline was fully accounted
for by a $0.07 per share increase in
interest expense and taxes.
Net debt exiting the quarter was $229.7
million, consisting of $38.6
million in cash and $268.3
million in total debt. Net debt was below year-end guidance
of $235 million, benefiting from the
delayed settlement of transaction costs.
FULL-YEAR 2025 FINANCIAL OUTLOOK
We are raising our full-year 2025 guidance to reflect the
strength of our year-to-date financial performance and the
accounting impact of Fleet Complete's conversion from Canadian
accounting standards to U.S. GAAP.
- Annual revenue is now expected to exceed $362.5 million, a $10
million increase from our prior guidance of approximately
$352.5 million.
- Adjusted EBITDA is now expected to exceed $75 million, a $2.5
million increase from our prior guidance of $72.5 million, with both figures inclusive of
$5 million in secured annualized
run-rate synergies.
INVESTOR CONFERENCE CALL
As previously announced,
Powerfleet will hold a conference call on Monday, February 10, 2025, at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results for
the third quarter fiscal 2025 ended December
31, 2024.
Management will make prepared remarks followed by a
question-and-answer session.
Date: Monday, February 10,
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: 466496
The conference call will be broadcast simultaneously and available
for replay here and 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 gross margin,
adjusted gross profit, adjusted service 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, 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
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 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 economic and business conditions; (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 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 transactions 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 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
Alliance Advisors IR
AIOTIRTeam@allianceadvisors.com
Powerfleet Media Contact
Jonathan Bates
jonathan.bates@powerfleet.com
+44 121 717-5360
|
POWERFLEET, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(In thousands, except per share
data)
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
|
2023
|
|
2024
|
|
2023
|
|
2024
|
|
Pro Forma
Combined
|
|
Consolidated
|
|
Pro Forma
Combined
|
|
Consolidated
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Products
|
$
17,402
|
|
$
24,687
|
|
$
49,872
|
|
$
63,718
|
|
Services
|
56,233
|
|
81,742
|
|
164,210
|
|
195,159
|
|
Total
revenues
|
73,635
|
|
106,429
|
|
214,082
|
|
258,877
|
|
|
|
|
|
|
|
|
|
Cost of
revenues:
|
|
|
|
|
|
|
|
|
Cost of
products
|
12,996
|
|
17,129
|
|
35,381
|
|
43,809
|
|
Cost of
services
|
19,762
|
|
30,517
|
|
58,312
|
|
75,294
|
|
Total cost of
revenues
|
32,758
|
|
47,646
|
|
93,693
|
|
119,103
|
|
|
|
|
|
|
|
|
|
Gross profit
|
40,877
|
|
58,783
|
|
120,389
|
|
139,774
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Selling, general and
administrative
expenses
|
38,957
|
|
55,405
|
|
110,473
|
|
147,522
|
|
Research and
development expenses
|
3,434
|
|
4,621
|
|
11,060
|
|
11,157
|
|
Total operating
expenses
|
42,391
|
|
60,026
|
|
121,533
|
|
158,679
|
|
|
|
|
|
|
|
|
|
Loss from
operations
|
(1,514)
|
|
(1,243)
|
|
(1,144)
|
|
(18,905)
|
|
|
|
|
|
|
|
|
|
Interest
income
|
341
|
|
359
|
|
853
|
|
831
|
|
Interest
expense
|
(1,742)
|
|
(7,942)
|
|
(3,111)
|
|
(14,675)
|
|
Bargain purchase -
Movingdots
|
1,517
|
|
—
|
|
1,800
|
|
—
|
|
Other income/(expense),
net
|
58
|
|
(2,011)
|
|
(266)
|
|
(961)
|
|
|
|
|
|
|
|
|
|
Net loss before income
taxes
|
(1,340)
|
|
(10,837)
|
|
(1,868)
|
|
(33,710)
|
|
|
|
|
|
|
|
|
|
Income tax
expense
|
(670)
|
|
(3,513)
|
|
(5,097)
|
|
(4,821)
|
|
|
|
|
|
|
|
|
|
Net loss before
non-controlling interest
|
(2,010)
|
|
(14,350)
|
|
(6,965)
|
|
(38,531)
|
|
Non-controlling
interest
|
(32)
|
|
1
|
|
(38)
|
|
(17)
|
|
|
|
|
|
|
|
|
|
Net loss
|
(2,042)
|
|
(14,349)
|
|
(7,003)
|
|
(38,548)
|
|
|
|
|
|
|
|
|
|
Accretion of preferred
stock
|
(1,878)
|
|
—
|
|
(5,484)
|
|
—
|
|
Preferred stock
dividend
|
(1,129)
|
|
—
|
|
(3,385)
|
|
(25)
|
|
|
|
|
|
|
|
|
|
Net loss attributable
to common
stockholders
|
$
(5,049)
|
|
$
(14,349)
|
|
$
(15,872)
|
|
$
(38,573)
|
|
|
|
|
|
|
|
|
|
Net loss per share
attributable to
common stockholders - basic and
diluted
|
$
(0.05)
|
|
$
(0.11)
|
|
$
(0.15)
|
|
$
(0.33)
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares
outstanding - basic and diluted
|
106,335
|
|
132,189
|
|
106,367
|
|
115,650
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE
SHEETS
(In thousands, except per share
data)
|
|
|
|
March 31, 2024
|
|
December 31, 2024
|
|
|
Pro Forma
Combined
|
|
Consolidated
|
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
51,091
|
|
$
33,634
|
|
Restricted
cash
|
|
86,104
|
|
5,011
|
|
Accounts receivables,
net
|
|
55,008
|
|
82,167
|
|
Inventory,
net
|
|
25,800
|
|
27,985
|
|
Deferred costs -
current
|
|
42
|
|
6
|
|
Prepaid expenses and
other current assets
|
|
17,784
|
|
25,455
|
|
Total current assets
|
|
235,829
|
|
174,258
|
|
Fixed assets,
net
|
|
48,306
|
|
55,257
|
|
Goodwill
|
|
121,713
|
|
374,939
|
|
Intangible assets,
net
|
|
40,444
|
|
263,396
|
|
Right-of-use
asset
|
|
11,222
|
|
12,308
|
|
Severance payable
fund
|
|
3,796
|
|
4,461
|
|
Deferred tax
asset
|
|
3,874
|
|
5,766
|
|
Other assets
|
|
19,090
|
|
18,284
|
|
Total assets
|
|
$
484,274
|
|
$
908,669
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Short-term bank debt
and current maturities of long-term debt
|
|
$
22,109
|
|
$
34,596
|
|
Accounts payable and
accrued expenses
|
|
60,763
|
|
86,481
|
|
Deferred revenue -
current
|
|
12,236
|
|
17,912
|
|
Lease liability -
current
|
|
2,648
|
|
4,763
|
|
Total current liabilities
|
|
97,756
|
|
143,752
|
|
Long-term debt - less
current maturities
|
|
113,810
|
|
233,750
|
|
Deferred revenue - less
current portion
|
|
4,892
|
|
3,949
|
|
Lease liability - less
current portion
|
|
8,773
|
|
8,268
|
|
Accrued severance
payable
|
|
4,597
|
|
4,906
|
|
Deferred tax
liability
|
|
18,669
|
|
52,461
|
|
Other long-term
liabilities
|
|
2,980
|
|
3,042
|
|
Total liabilities
|
|
251,477
|
|
450,128
|
|
|
|
|
|
|
Convertible redeemable
preferred stock: Series A
|
|
90,273
|
|
—
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Preferred
stock
|
|
—
|
|
—
|
|
Common stock
|
|
63,842
|
|
1,339
|
|
Additional paid-in
capital
|
|
200,218
|
|
669,492
|
|
Accumulated
deficit
|
|
(78,516)
|
|
(193,345)
|
|
Accumulated other
comprehensive loss
|
|
(17,133)
|
|
(7,578)
|
|
Treasury
stock
|
|
(25,997)
|
|
(11,518)
|
|
|
|
|
|
|
Total stockholders'
equity
|
|
142,414
|
|
458,390
|
|
Non-controlling
interest
|
|
110
|
|
151
|
|
Total equity
|
|
142,524
|
|
458,541
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities, convertible redeemable preferred
stock, and
stockholders' equity
|
|
$
484,274
|
|
$
908,669
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(In thousands)
|
|
|
|
Nine Months Ended December 31,
|
|
|
2023
|
|
2024
|
|
|
Pro Forma
Combined
|
|
Consolidated
|
|
Cash flows from operating
activities
|
|
|
|
|
|
Net loss
|
|
$
(7,003)
|
|
$
(38,548)
|
|
Adjustments to
reconcile net loss to cash provided by/(used in) operating
activities:
|
|
|
|
|
|
Non-controlling
interest
|
|
38
|
|
17
|
|
Gain on bargain
purchase
|
|
(1,800)
|
|
—
|
|
Inventory
reserve
|
|
1,821
|
|
1,571
|
|
Stock based
compensation expense
|
|
3,903
|
|
8,438
|
|
Depreciation and
amortization
|
|
21,179
|
|
33,042
|
|
Right-of-use assets,
non-cash lease expense
|
|
2,156
|
|
4,284
|
|
Derivative
mark-to-market adjustment
|
|
—
|
|
(475)
|
|
Bad debts
expense
|
|
4,900
|
|
7,229
|
|
Deferred income
taxes
|
|
2,935
|
|
676
|
|
Shares issued for
transaction bonuses
|
|
—
|
|
889
|
|
Lease termination and
modification losses
|
|
—
|
|
232
|
|
Other non-cash
items
|
|
3,907
|
|
727
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
Accounts
receivables
|
|
(11,552)
|
|
(15,245)
|
|
Inventories
|
|
(2,030)
|
|
2,623
|
|
Prepaid expenses and
other current assets
|
|
381
|
|
2,062
|
|
Deferred
costs
|
|
(6,323)
|
|
(5,124)
|
|
Deferred
revenue
|
|
(292)
|
|
1,031
|
|
Accounts payable and
accrued expenses
|
|
6,117
|
|
(15,655)
|
|
Lease
liabilities
|
|
(2,157)
|
|
(4,098)
|
|
Accrued severance
payable, net
|
|
(21)
|
|
(562)
|
|
|
|
|
|
|
Net cash provided
by/(used in) operating activities
|
|
16,159
|
|
(16,886)
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
Acquisition, net of
cash assumed
|
|
—
|
|
(137,112)
|
|
Proceeds from sale of
fixed assets
|
|
—
|
|
256
|
|
Capitalized software
development costs
|
|
(7,203)
|
|
(7,310)
|
|
Capital
expenditures
|
|
(15,140)
|
|
(16,607)
|
|
Deferred consideration
paid
|
|
(1,414)
|
|
—
|
|
Repayment of loan
advanced to external parties
|
|
—
|
|
294
|
|
|
|
|
|
|
Net cash used in
investing activities
|
|
(23,757)
|
|
(160,479)
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
Repayment of long-term
debt
|
|
(3,079)
|
|
(2,140)
|
|
Short-term bank debt,
net
|
|
10,268
|
|
11,887
|
|
Purchase of treasury
stock upon vesting of restricted stock
|
|
(643)
|
|
(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
|
|
—
|
|
66,459
|
|
Proceeds from long-term
debt
|
|
—
|
|
125,000
|
|
Payment of long-term
debt costs
|
|
—
|
|
(1,410)
|
|
Proceeds from exercise
of stock options, net
|
|
36
|
|
912
|
|
Cash paid on dividends
to affiliates
|
|
(4,002)
|
|
(6)
|
|
|
|
|
|
|
Net cash (used
in)/provided by financing activities
|
|
(934)
|
|
107,568
|
|
|
|
|
|
|
Effect of foreign
exchange rate changes on cash and cash equivalents
|
|
(1,600)
|
|
(1,222)
|
|
Net decrease in cash and cash equivalents, and
restricted cash
|
|
(10,132)
|
|
(71,019)
|
|
Cash and cash
equivalents, and restricted cash at beginning of the
period
|
|
55,746
|
|
109,664
|
|
|
|
|
|
|
Cash and cash equivalents, and restricted cash at end
of the period
|
|
$
45,614
|
|
$
38,645
|
|
|
|
|
|
|
Reconciliation of cash, cash equivalents, and
restricted cash, beginning
of the period
|
|
|
|
|
|
Cash and cash
equivalents
|
|
54,656
|
|
24,354
|
|
Restricted
cash
|
|
1,090
|
|
85,310
|
|
Cash, cash equivalents,
and restricted cash, beginning of the period
|
|
$
55,746
|
|
$
109,664
|
|
|
|
|
|
|
Reconciliation of cash, cash equivalents, and
restricted cash, end of the
period
|
|
|
|
|
|
Cash and cash
equivalents
|
|
44,441
|
|
33,634
|
|
Restricted
cash
|
|
1,173
|
|
5,011
|
|
Cash, cash equivalents,
and restricted cash, end of the period
|
|
$
45,614
|
|
$
38,645
|
|
|
|
|
|
|
Supplemental disclosure of cash flow
information:
|
|
|
|
|
|
Cash paid
for:
|
|
|
|
|
|
Taxes
|
|
$
1,757
|
|
$
1,052
|
|
Interest
|
|
$
1,828
|
|
$
11,517
|
|
|
|
|
|
|
Noncash investing and financing
activities:
|
|
|
|
|
|
Common stock issued for
transaction bonus
|
|
$
—
|
|
$
9
|
|
Shares issued in
connection with MiX Combination
|
|
$
—
|
|
$
362,005
|
|
Shares issued in
connection with Fleet Complete acquisition
|
|
$
—
|
|
$
21,343
|
|
Value of licensed
intellectual property acquired in connection with
Movingdots acquisition
|
|
$
1,517
|
|
$
—
|
|
Preferred stock
dividends paid in shares
|
|
$
1,108
|
|
$
—
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
|
|
RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL
MEASURES
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
|
2023
|
|
2024
|
|
2023
|
|
2024
|
|
Pro Forma
Combined
|
|
Consolidated
|
|
Pro Forma
Combined
|
|
Consolidated
|
|
Net loss attributable
to common stockholders
|
$
(5,049)
|
|
$
(14,349)
|
|
$
(15,872)
|
|
$
(38,573)
|
|
Non-controlling
interest
|
32
|
|
(1)
|
|
38
|
|
17
|
|
Preferred stock
dividend and accretion
|
3,007
|
|
—
|
|
8,870
|
|
25
|
|
Interest expense,
net
|
1,095
|
|
7,583
|
|
2,257
|
|
13,844
|
|
Other expense,
net
|
8
|
|
—
|
|
32
|
|
—
|
|
Income tax
expense
|
670
|
|
3,513
|
|
5,097
|
|
4,821
|
|
Depreciation and
amortization
|
7,602
|
|
13,643
|
|
21,179
|
|
33,042
|
|
Stock-based
compensation
|
1,385
|
|
1,138
|
|
3,903
|
|
8,438
|
|
Foreign currency
losses
|
637
|
|
543
|
|
1,055
|
|
1,288
|
|
Restructuring-related
expenses
|
144
|
|
841
|
|
741
|
|
3,108
|
|
Gain on bargain
purchase - Movingdots
|
(1,517)
|
|
—
|
|
(1,800)
|
|
—
|
|
Derivative
mark-to-market adjustment
|
—
|
|
1,722
|
|
—
|
|
(475)
|
|
Recognition of
pre-October 1, 2024
contract assets (Fleet Complete)
|
—
|
|
2,041
|
|
—
|
|
2,041
|
|
Net profit on fixed
assets
|
(45)
|
|
—
|
|
(49)
|
|
—
|
|
Contingent
consideration remeasurement
|
(511)
|
|
—
|
|
(1,049)
|
|
—
|
|
Acquisition-related
expenses
|
4,885
|
|
5,301
|
|
7,136
|
|
20,872
|
|
Integration-related
expenses
|
—
|
|
520
|
|
—
|
|
2,259
|
|
Non-recurring
transitional service
agreement costs
|
361
|
|
—
|
|
482
|
|
—
|
|
Adjusted
EBITDA
|
$
12,704
|
|
$
22,495
|
|
$
32,020
|
|
$
50,707
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
|
|
RECONCILIATION OF GAAP TO NON-GAAP NET INCOME
FINANCIAL MEASURES
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
|
2023
|
|
2024
|
|
2023
|
|
2024
|
|
Pro Forma
Combined
|
|
Consolidated
|
|
Pro Forma
Combined
|
|
Consolidated
|
|
Net loss
|
$
(2,042)
|
|
$
(14,349)
|
|
$
(7,003)
|
|
$
(38,548)
|
|
Incremental intangible
assets amortization
expense as a result of MiX Telematics and
Fleet Complete business combinations
|
—
|
|
5,393
|
|
—
|
|
9,551
|
|
Stock-based
compensation (non-
recurring/accelerated cost)
|
—
|
|
—
|
|
—
|
|
4,693
|
|
Foreign currency
losses
|
637
|
|
543
|
|
1,055
|
|
1,288
|
|
Income tax effect of
net foreign exchange
(losses)/gains
|
(644)
|
|
1,631
|
|
(110)
|
|
(225)
|
|
Restructuring-related
expenses
|
144
|
|
841
|
|
741
|
|
3,108
|
|
Income tax effect of
restructuring costs
|
—
|
|
(30)
|
|
(7)
|
|
(154)
|
|
Derivative
mark-to-market adjustment
|
—
|
|
1,722
|
|
—
|
|
(475)
|
|
Acquisition-related
expenses
|
4,885
|
|
5,301
|
|
7,136
|
|
20,872
|
|
Integration-related
expenses
|
—
|
|
520
|
|
—
|
|
2,259
|
|
Non-recurring
transitional service
agreement costs
|
361
|
|
—
|
|
482
|
|
—
|
|
Contingent
consideration remeasurement
|
(511)
|
|
—
|
|
(1,049)
|
|
—
|
|
Income tax effect of
contingent
consideration remeasurement
|
—
|
|
—
|
|
—
|
|
—
|
|
Non-GAAP net
income
|
$
2,830
|
|
$
1,572
|
|
$
1,245
|
|
$
2,369
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding
|
106,335
|
|
132,189
|
|
106,367
|
|
115,650
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income per
share - basic
|
$
0.03
|
|
$
0.01
|
|
$
0.01
|
|
$
0.02
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
|
|
ADJUSTED GROSS PROFIT MARGINS
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
|
2023
|
|
2024
|
|
2023
|
|
2024
|
|
Pro Forma Combined
|
|
Consolidated
|
|
Pro Forma Combined
|
|
Consolidated
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Products
|
$
17,402
|
|
$
24,687
|
|
$
49,872
|
|
$
63,718
|
|
Services
|
56,233
|
|
81,742
|
|
164,210
|
|
195,159
|
|
Total
revenues
|
73,635
|
|
106,429
|
|
214,082
|
|
258,877
|
|
|
|
|
|
|
|
|
|
Cost of
revenues:
|
|
|
|
|
|
|
|
|
Cost of
products
|
12,996
|
|
17,129
|
|
35,381
|
|
43,809
|
|
Cost of
services
|
19,762
|
|
30,517
|
|
58,312
|
|
75,294
|
|
Total cost of
revenues
|
32,758
|
|
47,646
|
|
93,693
|
|
119,103
|
|
|
|
|
|
|
|
|
|
Gross profit
|
$
40,877
|
|
$
58,783
|
|
$
120,389
|
|
$
139,774
|
|
|
|
|
|
|
|
|
|
Product
margin
|
25.3 %
|
|
30.6 %
|
|
29.1 %
|
|
31.2 %
|
|
Service
margin
|
64.9 %
|
|
62.7 %
|
|
64.5 %
|
|
61.4 %
|
|
Total gross profit
margin
|
55.5 %
|
|
55.2 %
|
|
56.2 %
|
|
54.0 %
|
|
|
|
|
|
|
|
|
|
Incremental intangible
assets
amortization expense as a result of
MiX Telematics and Fleet Complete
business combinations
|
$
—
|
|
$
5,393
|
|
$
—
|
|
$
9,551
|
|
Inventory
rationalization
|
$
—
|
|
$
6
|
|
$
—
|
|
$
740
|
|
|
|
|
|
|
|
|
|
Product
margin
|
25.3 %
|
|
30.6 %
|
|
29.1 %
|
|
32.4 %
|
|
Service
margin
|
64.9 %
|
|
69.3 %
|
|
64.5 %
|
|
66.3 %
|
|
Adjusted total gross
profit margin
|
55.5 %
|
|
60.3 %
|
|
56.2 %
|
|
58.0 %
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
|
|
ADJUSTED OPERATING EXPENSES
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Nine Months Ended December 31,
|
|
2023
|
|
2024
|
|
2023
|
|
2024
|
|
Pro Forma
Combined
|
|
Consolidated
|
|
Pro Forma
Combined
|
|
Consolidated
|
|
Total operating
expenses
|
$
42,391
|
|
$
60,026
|
|
$
121,533
|
|
$
158,679
|
|
Adjusted for once-off
costs
|
|
|
|
|
|
|
|
|
Acquisition-related
expenses
|
4,885
|
|
5,301
|
|
7,136
|
|
20,872
|
|
Integration-related
costs
|
—
|
|
520
|
|
—
|
|
2,259
|
|
Stock-based
compensation (non-
recurring/accelerated cost)
|
—
|
|
—
|
|
—
|
|
4,693
|
|
Restructuring-related
expenses
|
144
|
|
841
|
|
741
|
|
3,108
|
|
5,029
|
|
6,662
|
|
7,877
|
|
30,932
|
|
|
|
|
|
|
|
|
|
Adjusted operating
expenses
|
$
37,362
|
|
$
53,364
|
|
$
113,656
|
|
$
127,747
|
|
POWERFLEET, INC. AND
MiX TELEMATICS
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(In thousands, except per share
data)
|
|
|
Three Months Ended December 31,
2023
|
|
Powerfleet Inc
|
|
MiX Telematics
|
|
Adjustments to
align disclosure
|
|
Pro Forma
Combined
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Products
|
$
12,916
|
|
$
5,430
|
|
$
(944)
|
|
$
17,402
|
|
Services
|
21,634
|
|
33,655
|
|
944
|
|
56,233
|
|
Total
revenues
|
34,550
|
|
39,085
|
|
—
|
|
73,635
|
|
|
|
|
|
|
|
|
|
Cost of
revenues:
|
|
|
|
|
|
|
|
|
Cost of
products
|
10,009
|
|
3,645
|
|
(658)
|
|
12,996
|
|
Cost of
services
|
7,162
|
|
11,942
|
|
658
|
|
19,762
|
|
Total cost of
revenues
|
17,171
|
|
15,587
|
|
—
|
|
32,758
|
|
|
|
|
|
|
|
|
|
Gross profit
|
17,379
|
|
23,498
|
|
—
|
|
40,877
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Selling, general and
administrative
expenses
|
19,337
|
|
19,620
|
|
—
|
|
38,957
|
|
Research and
development expenses
|
2,010
|
|
1,424
|
|
—
|
|
3,434
|
|
Total operating
expenses
|
21,347
|
|
21,044
|
|
—
|
|
42,391
|
|
|
|
|
|
|
|
|
|
(Loss)/income from
operations
|
(3,968)
|
|
2,454
|
|
—
|
|
(1,514)
|
|
|
|
|
|
|
|
|
|
Interest
income
|
34
|
|
307
|
|
—
|
|
341
|
|
Interest
expense
|
(1,138)
|
|
(604)
|
|
—
|
|
(1,742)
|
|
Bargain purchase -
Movingdots
|
1,517
|
|
—
|
|
—
|
|
1,517
|
|
Other (expense)/income,
net
|
(8)
|
|
66
|
|
—
|
|
58
|
|
|
|
|
|
|
|
|
|
Net (loss)/income
before income taxes
|
(3,563)
|
|
2,223
|
|
—
|
|
(1,340)
|
|
|
|
|
|
|
|
|
|
Income tax
benefit/(expense)
|
92
|
|
(762)
|
|
—
|
|
(670)
|
|
|
|
|
|
|
|
|
|
Net (loss)/income
before non-controlling
interest
|
(3,471)
|
|
1,461
|
|
—
|
|
(2,010)
|
|
Non-controlling
interest
|
(32)
|
|
—
|
|
—
|
|
(32)
|
|
|
|
|
|
|
|
|
|
Net
(loss)/income
|
(3,503)
|
|
1,461
|
|
—
|
|
(2,042)
|
|
|
|
|
|
|
|
|
|
Accretion of preferred
stock
|
(1,878)
|
|
—
|
|
—
|
|
(1,878)
|
|
Preferred stock
dividend
|
(1,129)
|
|
—
|
|
—
|
|
(1,129)
|
|
|
|
|
|
|
|
|
|
Net (loss)/income
attributable to
common stockholders
|
$
(6,510)
|
|
$
1,461
|
|
$
—
|
|
$
(5,049)
|
|
|
|
|
|
|
|
|
|
Net (loss)/income per
share attributable
to common stockholders - basic and
diluted
|
$
(0.18)
|
|
$
0.02
|
|
|
|
$
(0.05)
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares
outstanding - basic
|
35,706
|
|
70,629
|
|
|
|
106,335
|
|
POWERFLEET, INC. AND
MiX TELEMATICS
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(In thousands, except per share
data)
|
|
|
Nine Months Ended December 31,
2023
|
|
Powerfleet Inc
|
|
MiX Telematics
|
|
Adjustments to
align disclosure
|
|
Pro Forma
Combined
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Products
|
$
37,232
|
|
$
14,895
|
|
$
(2,255)
|
|
$
49,872
|
|
Services
|
63,652
|
|
98,303
|
|
2,255
|
|
164,210
|
|
Total
revenues
|
100,884
|
|
113,198
|
|
—
|
|
214,082
|
|
|
|
|
|
|
|
|
|
Cost of
revenues:
|
|
|
|
|
|
|
|
|
Cost of
products
|
27,402
|
|
9,938
|
|
(1,959)
|
|
35,381
|
|
Cost of
services
|
22,980
|
|
33,373
|
|
1,959
|
|
58,312
|
|
Total cost of
revenues
|
50,382
|
|
43,311
|
|
—
|
|
93,693
|
|
|
|
|
|
|
|
|
|
Gross profit
|
50,502
|
|
69,887
|
|
—
|
|
120,389
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Selling, general and
administrative
expenses
|
54,312
|
|
56,161
|
|
—
|
|
110,473
|
|
Research and
development expenses
|
6,657
|
|
4,403
|
|
—
|
|
11,060
|
|
Total operating
expenses
|
60,969
|
|
60,564
|
|
—
|
|
121,533
|
|
|
|
|
|
|
|
|
|
(Loss)/income from
operations
|
(10,467)
|
|
9,323
|
|
—
|
|
(1,144)
|
|
|
|
|
|
|
|
|
|
Interest
income
|
79
|
|
774
|
|
—
|
|
853
|
|
Interest
expense
|
(1,466)
|
|
(1,645)
|
|
—
|
|
(3,111)
|
|
Bargain purchase -
Movingdots
|
1,800
|
|
—
|
|
—
|
|
1,800
|
|
Other expense,
net
|
(32)
|
|
(234)
|
|
—
|
|
(266)
|
|
|
|
|
|
|
|
|
|
Net (loss)/income
before income taxes
|
(10,086)
|
|
8,218
|
|
—
|
|
(1,868)
|
|
|
|
|
|
|
|
|
|
Income tax
expense
|
(197)
|
|
(4,900)
|
|
—
|
|
(5,097)
|
|
|
|
|
|
|
|
|
|
Net (loss)/income
before non-controlling
interest
|
(10,283)
|
|
3,318
|
|
—
|
|
(6,965)
|
|
Non-controlling
interest
|
(38)
|
|
—
|
|
—
|
|
(38)
|
|
|
|
|
|
|
|
|
|
Net
(loss)/income
|
(10,321)
|
|
3,318
|
|
—
|
|
(7,003)
|
|
|
|
|
|
|
|
|
|
Accretion of preferred
stock
|
(5,484)
|
|
—
|
|
—
|
|
(5,484)
|
|
Preferred stock
dividend
|
(3,385)
|
|
—
|
|
—
|
|
(3,385)
|
|
|
|
|
|
|
|
|
|
Net (loss)/income
attributable to
common stockholders
|
$
(19,190)
|
|
$
3,318
|
|
$
—
|
|
$
(15,872)
|
|
|
|
|
|
|
|
|
|
Net (loss)/income per
share attributable
to common stockholders - basic
|
$
(0.54)
|
|
$
0.05
|
|
|
|
$
(0.15)
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares
outstanding - basic
|
35,655
|
|
70,712
|
|
|
|
106,367
|
|
POWERFLEET, INC. AND
MiX TELEMATICS
CONDENSED CONSOLIDATED BALANCE
SHEETS
(In thousands, except per share
data)
|
|
|
March 31, 2024
|
|
Powerfleet Inc
|
|
MiX Telematics
|
|
Pro Forma
Combined
|
|
ASSETS
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
$
24,354
|
|
$
26,737
|
|
$
51,091
|
|
Restricted
cash
|
85,310
|
|
794
|
|
86,104
|
|
Accounts receivables,
net
|
30,333
|
|
24,675
|
|
55,008
|
|
Inventory,
net
|
21,658
|
|
4,142
|
|
25,800
|
|
Deferred costs -
current
|
42
|
|
—
|
|
42
|
|
Prepaid expenses and
other current assets
|
8,091
|
|
9,693
|
|
17,784
|
|
Total current assets
|
169,788
|
|
66,041
|
|
235,829
|
|
Fixed assets,
net
|
12,719
|
|
35,587
|
|
48,306
|
|
Goodwill
|
83,487
|
|
38,226
|
|
121,713
|
|
Intangible assets,
net
|
19,652
|
|
20,792
|
|
40,444
|
|
Right-of-use
asset
|
7,428
|
|
3,794
|
|
11,222
|
|
Severance payable
fund
|
3,796
|
|
—
|
|
3,796
|
|
Deferred tax
asset
|
2,781
|
|
1,093
|
|
3,874
|
|
Other assets
|
9,029
|
|
10,061
|
|
19,090
|
|
Total assets
|
$
308,680
|
|
$
175,594
|
|
$
484,274
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Short-term bank debt
and current maturities of long-
term debt
|
$
1,951
|
|
$
20,158
|
|
$
22,109
|
|
Accounts payable and
accrued expenses
|
34,008
|
|
26,755
|
|
60,763
|
|
Deferred revenue -
current
|
5,842
|
|
6,394
|
|
12,236
|
|
Lease liability -
current
|
1,789
|
|
859
|
|
2,648
|
|
Total current liabilities
|
43,590
|
|
54,166
|
|
97,756
|
|
Long-term debt - less
current maturities
|
113,810
|
|
—
|
|
113,810
|
|
Deferred revenue - less
current portion
|
4,892
|
|
—
|
|
4,892
|
|
Lease liability - less
current portion
|
5,921
|
|
2,852
|
|
8,773
|
|
Accrued severance
payable
|
4,597
|
|
—
|
|
4,597
|
|
Deferred tax
liability
|
4,465
|
|
14,204
|
|
18,669
|
|
Other long-term
liabilities
|
2,496
|
|
484
|
|
2,980
|
|
Total liabilities
|
179,771
|
|
71,706
|
|
251,477
|
|
|
|
|
|
|
|
Convertible redeemable
preferred stock: Series A
|
90,273
|
|
—
|
|
90,273
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
Preferred
stock
|
—
|
|
—
|
|
—
|
|
Common stock
|
387
|
|
63,455
|
|
63,842
|
|
Additional paid-in
capital
|
202,607
|
|
(2,389)
|
|
200,218
|
|
Accumulated
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
|
|
142,414
|
|
Non-controlling
interest
|
105
|
|
5
|
|
110
|
|
Total equity
|
38,636
|
|
103,888
|
|
142,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities, convertible redeemable
preferred
stock, and stockholders' equity
|
$
308,680
|
|
$
175,594
|
|
$
484,274
|
|
POWERFLEET, INC. AND
MiX TELEMATICS
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(In thousands)
|
|
|
Nine Months Ended December 31,
2023
|
|
Powerfleet Inc
|
|
MiX Telematics
|
|
Pro Forma
Combined
|
|
Cash flows from operating
activities
|
|
|
|
|
|
|
Net
(loss)/income
|
$
(10,321)
|
|
$
3,318
|
|
$
(7,003)
|
|
Adjustments to
reconcile net (loss)/income to cash (used
in)/provided by operating activities:
|
|
|
|
|
|
|
Non-controlling
interest
|
38
|
|
—
|
|
38
|
|
Gain on bargain
purchase
|
(1,800)
|
|
—
|
|
(1,800)
|
|
Inventory
reserve
|
1,498
|
|
323
|
|
1,821
|
|
Stock based
compensation expense
|
3,076
|
|
827
|
|
3,903
|
|
Depreciation and
amortization
|
7,155
|
|
14,024
|
|
21,179
|
|
Right-of-use assets,
non-cash lease expense
|
2,156
|
|
—
|
|
2,156
|
|
Bad debts
expense
|
1,339
|
|
3,561
|
|
4,900
|
|
Deferred income
taxes
|
(378)
|
|
3,313
|
|
2,935
|
|
Other non-cash
items
|
58
|
|
3,849
|
|
3,907
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
Accounts
receivables
|
(2,284)
|
|
(9,268)
|
|
(11,552)
|
|
Inventories
|
(1,506)
|
|
(524)
|
|
(2,030)
|
|
Prepaid expenses and
other current assets
|
876
|
|
(495)
|
|
381
|
|
Deferred
costs
|
440
|
|
(6,763)
|
|
(6,323)
|
|
Deferred
revenue
|
(292)
|
|
—
|
|
(292)
|
|
Accounts payable and
accrued expenses
|
4,765
|
|
1,352
|
|
6,117
|
|
Lease
liabilities
|
(2,157)
|
|
—
|
|
(2,157)
|
|
Accrued severance
payable, net
|
(21)
|
|
—
|
|
(21)
|
|
|
|
|
|
|
|
Net cash provided by
operating activities
|
2,642
|
|
13,517
|
|
16,159
|
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
Capitalized software
development costs
|
(2,949)
|
|
(4,254)
|
|
(7,203)
|
|
Capital
expenditures
|
(2,364)
|
|
(12,776)
|
|
(15,140)
|
|
Deferred consideration
paid
|
—
|
|
(1,414)
|
|
(1,414)
|
|
|
|
|
|
|
|
Net cash used in
investing activities
|
(5,313)
|
|
(18,444)
|
|
(23,757)
|
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
Repayment of long-term
debt
|
(3,079)
|
|
—
|
|
(3,079)
|
|
Short-term bank debt,
net
|
4,322
|
|
5,946
|
|
10,268
|
|
Purchase of treasury
stock upon vesting of restricted stock
|
(97)
|
|
(546)
|
|
(643)
|
|
Repayment of financing
lease
|
(129)
|
|
—
|
|
(129)
|
|
Payment of preferred
stock dividend and redemption of
preferred stock
|
(3,385)
|
|
—
|
|
(3,385)
|
|
Proceeds from exercise
of stock options, net
|
36
|
|
—
|
|
36
|
|
Cash paid on dividends
to affiliates
|
—
|
|
(4,002)
|
|
(4,002)
|
|
|
|
|
|
|
|
Net cash (used
in)/from financing activities
|
(2,332)
|
|
1,398
|
|
(934)
|
|
|
|
|
|
|
|
Effect of foreign
exchange rate changes on cash and cash
equivalents
|
(754)
|
|
(846)
|
|
(1,600)
|
|
Net decrease in cash and cash equivalents, and
restricted
cash
|
(5,757)
|
|
(4,375)
|
|
(10,132)
|
|
Cash and cash
equivalents, and restricted cash at beginning of
the period
|
25,089
|
|
30,657
|
|
55,746
|
|
|
|
|
|
|
|
Cash and cash equivalents, and restricted cash at end
of
the period
|
$
19,332
|
|
$
26,282
|
|
$
45,614
|
|
|
|
|
|
|
|
Reconciliation of cash, cash equivalents, and
restricted
cash, beginning of the period
|
|
|
|
|
|
|
Cash and cash
equivalents
|
24,780
|
|
29,876
|
|
54,656
|
|
Restricted
cash
|
309
|
|
781
|
|
1,090
|
|
Cash, cash equivalents,
and restricted cash, beginning of the
period
|
$
25,089
|
|
$
30,657
|
|
$
55,746
|
|
|
|
|
|
|
|
Reconciliation of cash, cash equivalents, and
restricted
cash, end of the period
|
|
|
|
|
|
|
Cash and cash
equivalents
|
19,022
|
|
25,419
|
|
44,441
|
|
Restricted
cash
|
310
|
|
863
|
|
1,173
|
|
Cash, cash equivalents,
and restricted cash, end of the period
|
$
19,332
|
|
$
26,282
|
|
$
45,614
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow
information:
|
|
|
|
|
|
|
Cash paid
for:
|
|
|
|
|
|
|
Taxes
|
$
170
|
|
$
1,587
|
|
$
1,757
|
|
Interest
|
$
1,273
|
|
$
555
|
|
$
1,828
|
|
|
|
|
|
|
|
Noncash investing and financing
activities:
|
|
|
|
|
|
|
Value of licensed
intellectual property acquired in
connection with Movingdots acquisition
|
$
1,517
|
|
$
—
|
|
$
1,517
|
|
Preferred stock
dividends paid in shares
|
$
1,108
|
|
$
—
|
|
$
1,108
|
|
POWERFLEET, INC. ANDMiX
TELEMATICS
|
|
RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL
MEASURES
|
|
(In thousands)
|
|
|
|
|
|
|
|
Three Months Ended December 31,
2023
|
|
Powerfleet Inc
|
|
MiX Telematics
|
|
Pro Forma
Combined
|
|
Net (loss)/profit
attributable to common stockholders
|
$
(6,510)
|
|
$
1,461
|
|
$
(5,049)
|
|
Non-controlling
interest
|
32
|
|
—
|
|
32
|
|
Preferred stock
dividend and accretion
|
3,007
|
|
—
|
|
3,007
|
|
Interest expense,
net
|
798
|
|
297
|
|
1,095
|
|
Other expense,
net
|
8
|
|
—
|
|
8
|
|
Income tax
(benefit)/expense
|
(92)
|
|
762
|
|
670
|
|
Depreciation and
amortization
|
2,348
|
|
5,254
|
|
7,602
|
|
Stock-based
compensation
|
1,123
|
|
262
|
|
1,385
|
|
Foreign currency
(gains)/losses
|
144
|
|
493
|
|
637
|
|
Restructuring-related
expenses
|
144
|
|
—
|
|
144
|
|
Gain on bargain
purchase - Movingdots
|
(1,517)
|
|
—
|
|
(1,517)
|
|
Net profit on fixed
assets
|
—
|
|
(45)
|
|
(45)
|
|
Contingent
consideration remeasurement
|
—
|
|
(511)
|
|
(511)
|
|
Acquisition-related
expenses
|
3,685
|
|
1,200
|
|
4,885
|
|
Non-recurring
transitional service agreement costs
|
—
|
|
361
|
|
361
|
|
Adjusted
EBITDA
|
$
3,170
|
|
$
9,534
|
|
$
12,704
|
|
POWERFLEET, INC. AND MiX
TELEMATICS
|
|
RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL
MEASURES
|
|
(In thousands)
|
|
|
|
|
|
|
|
Nine Months Ended December 31,
2023
|
|
Powerfleet Inc
|
|
MiX Telematics
|
|
Pro Forma
Combined
|
|
Net (loss)/profit
attributable to common stockholders
|
$
(19,190)
|
|
$
3,318
|
|
$
(15,872)
|
|
Non-controlling
interest
|
38
|
|
—
|
|
38
|
|
Preferred stock
dividend and accretion
|
8,870
|
|
—
|
|
8,870
|
|
Interest expense,
net
|
1,386
|
|
871
|
|
2,257
|
|
Other expense,
net
|
32
|
|
—
|
|
32
|
|
Income tax
expense
|
197
|
|
4,900
|
|
5,097
|
|
Depreciation and
amortization
|
7,155
|
|
14,024
|
|
21,179
|
|
Stock-based
compensation
|
3,076
|
|
827
|
|
3,903
|
|
Foreign currency
translation
|
(291)
|
|
1,346
|
|
1,055
|
|
Restructuring-related
expenses
|
711
|
|
30
|
|
741
|
|
Gain on Bargain
purchase - Movingdots
|
(1,800)
|
|
—
|
|
(1,800)
|
|
Net profit on fixed
assets
|
—
|
|
(49)
|
|
(49)
|
|
Contingent
consideration remeasurement
|
—
|
|
(1,049)
|
|
(1,049)
|
|
Acquisition-related
expenses
|
5,140
|
|
1,996
|
|
7,136
|
|
Non-recurring
transitional service agreement costs
|
—
|
|
482
|
|
482
|
|
Adjusted
EBITDA
|
$
5,324
|
|
$
26,696
|
|
$
32,020
|
|
POWERFLEET, INC. ANDMiX
TELEMATICS
|
|
RECONCILIATION OF GAAP TO NON-GAAP NET INCOME
FINANCIAL MEASURES
|
|
(In thousands)
|
|
|
|
|
|
|
|
Three Months Ended December 31,
2023
|
|
Powerfleet Inc
|
|
MiX Telematics
|
|
Pro Forma
Combined
|
|
Net
(loss)/income
|
$
(3,503)
|
|
$
1,461
|
|
$
(2,042)
|
|
Foreign currency
losses
|
144
|
|
493
|
|
637
|
|
Income tax effect of
net foreign exchange losses
|
—
|
|
(644)
|
|
(644)
|
|
Restructuring-related
expenses
|
144
|
|
—
|
|
144
|
|
Acquisition-related
expenses
|
3,685
|
|
1,200
|
|
4,885
|
|
Non-recurring
transitional service agreement costs
|
—
|
|
361
|
|
361
|
|
Contingent
consideration remeasurement
|
—
|
|
(511)
|
|
(511)
|
|
Non-GAAP net
income
|
$
470
|
|
$
2,360
|
|
$
2,830
|
|
|
|
|
|
|
|
Weighted average shares
outstanding
|
35,706
|
|
70,629
|
|
106,335
|
|
|
|
|
|
|
|
Non-GAAP net income per
share - basic
|
$
0.01
|
|
$
0.03
|
|
$
0.03
|
|
POWERFLEET, INC. ANDMiX
TELEMATICS
|
|
RECONCILIATION OF GAAP TO NON-GAAP NET (LOSS)/INCOME
FINANCIAL MEASURES
|
|
(In thousands)
|
|
|
|
|
|
|
|
Nine Months Ended December 31,
2023
|
|
Powerfleet Inc
|
|
MiX Telematics
|
|
Pro Forma
Combined
|
|
Net
(loss)/income
|
$
(10,321)
|
|
$
3,318
|
|
$
(7,003)
|
|
Foreign currency
(gains)/losses
|
(291)
|
|
1,346
|
|
1,055
|
|
Income tax effect of
net foreign exchange losses
|
—
|
|
(110)
|
|
(110)
|
|
Restructuring-related
expenses
|
711
|
|
30
|
|
741
|
|
Income tax effect of
restructuring costs
|
—
|
|
(7)
|
|
(7)
|
|
Acquisition-related
expenses
|
5,140
|
|
1,996
|
|
7,136
|
|
Non-recurring
transitional service agreement costs
|
—
|
|
482
|
|
482
|
|
Contingent
consideration remeasurement
|
—
|
|
(1,049)
|
|
(1,049)
|
|
Non-GAAP net
(loss)/income
|
$
(4,761)
|
|
$
6,006
|
|
$
1,245
|
|
|
|
|
|
|
|
Weighted average shares
outstanding
|
35,655
|
|
70,712
|
|
106,367
|
|
|
|
|
|
|
|
Non-GAAP net
(loss)/income per share - basic
|
$
(0.13)
|
|
$
0.08
|
|
$
0.01
|
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SOURCE Powerfleet
