Powerfleet Reports Third Quarter 2025 Financial Results
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 Consolidated Pro Forma Consolidated
Combined Combined
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 38,957 55,405 110,473 147,522
expenses
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 $(5,049) $(14,349) $(15,872) $(38,573)
stockholders
Net loss per share attributable to $(0.05) $(0.11) $(0.15) $(0.33)
common stockholders - basic and
diluted
Weighted average common shares 106,335 132,189 106,367 115,650
outstanding - basic and diluted
POWERFLEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
March 31, 2024 December 31, 2024
Pro Forma Consolidated
Combined
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 $484,274 $908,669
stockholders' equity
POWERFLEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Nine Months Ended December 31,
2023 2024
Pro Forma Consolidated
Combined
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 $1,517
$ -
Movingdots acquisition
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 Consolidated Pro Forma Consolidated
Combined Combined
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 - 2,041 2,041
contract assets (Fleet Complete)
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 361 482
agreement costs
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 Consolidated Pro Forma Consolidated
Combined Combined
Net loss $(2,042) $(14,349) $(7,003) $(38,548)
Incremental intangible assets amortization - 5,393 9,551
expense as a result of MiX Telematics and
Fleet Complete business combinations
Stock-based compensation (non- - 4,693
recurring/accelerated cost)
Foreign currency losses 637 543 1,055 1,288
Income tax effect of net foreign exchange (644) 1,631 (110) (225)
(losses)/gains
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 361 482
agreement costs
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
$ - $5,393
$ - $9,551
amortization expense as a result of
MiX Telematics and Fleet Complete
business combinations
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 Nine Months Ended December
31, 31,
2023 2024 2023 2024
Pro Forma Consolidated Pro Forma Consolidated
Combined Combined
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- - 4,693
recurring/accelerated cost)
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 Pro Forma
align
disclosure 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 19,337 19,620 38,957
expenses
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 (3,471) 1,461 (2,010)
interest
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 $(6,510) $1,461
$ - $(5,049)
common stockholders
Net (loss)/income per share attributable $(0.18) $0.02 $(0.05)
to common stockholders - basic and
diluted
Weighted average common shares 35,706 70,629 106,335
outstanding - basic
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 Pro Forma
align
disclosure 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 54,312 56,161 110,473
expenses
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 (10,283) 3,318 (6,965)
interest
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 $(19,190) $3,318
$ - $(15,872)
common stockholders
Net (loss)/income per share attributable $(0.54) $0.05 $(0.15)
to common stockholders - basic
Weighted average common shares 35,655 70,712 106,367
outstanding - basic
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- $1,951 $20,158 $22,109
term debt
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 $308,680 $175,594 $484,274
stock, and stockholders' equity
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 (3,385) (3,385)
preferred stock
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 (754) (846) (1,600)
equivalents
Net decrease in cash and cash equivalents, and restricted (5,757) (4,375) (10,132)
cash
Cash and cash equivalents, and restricted cash at beginning of 25,089 30,657 55,746
the period
Cash and cash equivalents, and restricted cash at end of $19,332 $26,282 $45,614
the period
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 $25,089 $30,657 $55,746
period
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 $1,517
$ - $1,517
connection with Movingdots acquisition
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
