Powerfleet Reports Annual FY2025 Results: A Breakout Year of Strategic Transformation and Scaled Growth

Total revenue growth for fiscal 2025 of 26% to $362.5 million, with ~75% SaaS recurring revenue.

Annual adjusted EBITDA climbed 65% year-over-year to $71 million, with adjusted EBITDA margin expanding 500 basis points to 20%.

Q4 total revenue increased 42% year-over-year to $103.6 million, with Service revenue increasing 49% to $81.8m, while adjusted EBITDA grew 84% to $20.4 million.

Q4 total adjusted gross margin exceeded 60%, compared to 53% in the prior year.

Extended Conference Call to be Held at 8:30am ET; Slide Presentation Accessible Here

WOODCLIFF LAKE, N.J., June 16, 2025 /PRNewswire/ -- Powerfleet, Inc. (Nasdaq: AIOT) reported its financial results for the fiscal year and the fourth quarter ended March 31, 2025.

MANAGEMENT COMMENTARY

"Fiscal 2025 was a true milestone year for Powerfleet - a period in which we executed a bold reinvention strategy integrating two major acquisitions in just 12 months, achieved our organic growth and profitability metrics, and established Powerfleet as a global AIoT SaaS leader - with the Unity platform at the center of our customer value creation strategy," said Steve Towe, Powerfleet CEO.

"As we enter fiscal 2026, we do so as a stronger, more focused company, by proactively eliminating low-quality and non-strategic revenue from the acquired businesses. Our go-forward, high-quality revenue streams delivered strong organic growth year-over-year in FY25, with AI video growing more than 20% and in-warehouse safety solutions growing 17%. While we remain mindful of macroeconomic headwinds, we are confident in expanding our growth in FY26, particularly in the second half, driven by a strong, expanding pipeline and supported by the resilience of our international operations which grew organically by 13% in FY25."

Towe added, "With our Unity data highway as the central engine, we're ready to scale faster, deliver greater value to customers, and continue unlocking the full potential of the company within the dynamic market we serve."

FISCAL YEAR 2025 OPERATIONAL AND FINANCIAL HIGHLIGHTS

Powerfleet delivered an accelerated transformation of the business in FY25 - executing an aggressive M&A strategy and unlocking the foundation for scalable, high-margin growth.

Full Year Financial Performance Highlights: Pro Forma Basis Reflecting FY'24 MiX Combination Comparatives

    --  Total revenue increased 26% to $362.5 million, with ~75% derived from
        high-margin, recurring SaaS revenue - underscoring the successful pivot
        to a subscription-first business model.


    --  Adjusted EBITDA increased 65% year-over-year to $71 million, with
        adjusted EBITDA margins expanding by 5% to 20%, reflecting disciplined
        execution, cost synergy realization and operating leverage.
    --  The combined business achieved $16 million in annualized cost synergies
        during FY25, with $11 million flowing through to in-year adjusted EBITDA
        performance.

Operational Scale and Reach

    --  The subscriber base expanded 4x to 2.8 million, positioning Powerfleet
        among the top three global AIoT SaaS providers.


    --  Customer base multiplied to 48,000, including over half the Fortune 500
        - across 8 verticals primed for cross-sell and upsell opportunities.
    --  Sales coverage doubled across North America, Europe, and Australasia.
        Indirect channel network has tripled to over 320 strategic alliances,
        including leading global telcos, vehicle and asset OEMs, and insurance
        partners.

Go To Market Momentum

    --  600+ midmarket and enterprise customer logos were added in FY25, across
        key verticals such as logistics, food and beverage, automotive, and
        industrials.


    --  Accelerated double-digit organic growth in key strategic solution sets
        of AI video and in-warehouse safety, alongside 13% year on year growth
        in international operations.

    --  Sales efforts continued to drive high-value wins, including a major Q4
        Unity AI video safety partnership win with a large North American
        student transportation company managing 9,000 drivers across 34 states,
    --  Exiting the year with 50%+ of all new sales - high value AI video and
        in-warehouse safety and compliance solutions, representing a significant
        global sales motion shift year on year.

Technology and Innovation

    --  Unity recognized as the #1 global solution and platform portfolio by ABI
        Research, reflecting leadership in platform depth, AI maturity, and
        usability.

    --  Quadrupled Unity Data Highway-dedicated engineering headcount to over
        400 full time employees, fueling platform innovation
    --  Gained momentum and sales traction with device-agnostic, single pane of
        glass solution

FOURTH QUARTER 2025 FINANCIAL RESULTS: PRO FORMA BASIS REFLECTING FY'24 MIX COMBINATION COMPARATIVES

Total revenue grew 42% year-over-year to $103.6 million, driven by the Fleet Complete acquisition and AI video solutions. Service revenue rose 49% to $81.8 million while product revenue grew 23% to $21.9 million,

Gross profit increased 42% to $54.8 million. On an adjusted basis, excluding the amortization of acquisition-related intangibles and post-acquisition inventory rationalization, gross profit rose by $24.0 million, or 62%, to $62.6 million. Adjusted service gross margin expanded significantly, increasing by 7.6 percentage points to 68.8%, after excluding $5.2 million in non-cash amortization.

Adjusted product gross margin also improved, rising to 28.7% from 27.3% in the prior year, after excluding $2.6 million in acquisition-related inventory write-offs. As a result, total adjusted gross margin exceeded 60%, compared to 53.0% in the prior year.

Operating expenses totaled $61.7 million, including $7.5 million in one-time transaction, integration, and restructuring costs, consistent with the level of one-time expenses incurred in the prior year. Excluding one-time items, adjusted operating expenses were $54.2 million, up from $37.6 million, with the increase primarily driven by the addition of Fleet Complete.

Adjusted EBITDA increased 84% to $20.4 million, up from $11.1 million in the prior year, reflecting contributions from the Fleet Complete acquisition, organic growth, gross margin expansion and cost synergies. Net loss attributable to common stockholders was $0.09 per share, compared to $0.19 per share in the prior year, reflecting improved financial performance and an increase in shares outstanding. After adjusting for one-time expenses and amortization of acquisition-related intangibles, adjusted net income was $0.02 per share, up from a loss of $0.01 per share in the prior year.

Net debt at quarter end was $225.0 million, consisting of $48.8 million in cash and $273.8 million total debt. Net debt, adjusted for $3.6 million in unsettled transaction costs, was $228.6 million, outperforming our year-end guidance of approximately $235 million by $6.4 million.

INVESTOR CONFERENCE CALL AND BUSINESS UPDATE

Powerfleet management will hold a conference call on Monday, June 16, 2025, at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results for the fourth quarter and fiscal year ended March 31, 2025, and provide a business update.

Date: Monday, June 16, 2025
Time: 8:30 a.m. Eastern time (5:30 a.m. Pacific time)
Toll Free: 888-506-0062
International: 973-528-0011
Participant Access Code: 539753
The conference call will be broadcast simultaneously and available for replay here. Additionally, both the webcast and accompanying slide presentation will be available via the investor section of Powerfleet's website 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 product margin, adjusted operating expenses, adjusted net income per share and net debt. Reference to these non-GAAP measures should be considered in addition to results prepared under current accounting standards, but are not a substitute for, or superior to, GAAP results. These non-GAAP measures are provided to enhance investors' overall understanding of Powerfleet's current financial performance. Specifically, Powerfleet believes the non-GAAP measures provide useful information to both management and investors by excluding certain expenses, gains and losses and fluctuations in currency rates that may not be indicative of its core operating results and business outlook. These non-GAAP measures are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income, gross margin, gross profit, total debt, cash flow from operating activities or earnings per share as an indicator of operating performance or liquidity. Because Powerfleet's method for calculating the non-GAAP measures may differ from other companies' methods, the non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Reconciliation of all non-GAAP measures included in this press release to the most directly comparable GAAP measures can be found in the financial tables included in this press release.

ABOUT POWERFLEET

Powerfleet (Nasdaq: AIOT; JSE: PWR) is a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset industry. With more than 30 years of experience, Powerfleet unifies business operations through the ingestion, harmonization, and integration of data, irrespective of source, and delivers actionable insights to help companies save lives, time, and money. Powerfleet's ethos transcends our data ecosystem and commitment to innovation; our people-centric approach empowers our customers to realize impactful and sustained business improvement. The company is headquartered in New Jersey, United States, with offices around the globe. Explore more 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 global economic and business conditions, including the effect of conflicts in certain geographies and the potential imposition of tariffs; (ii) integration of our, MiX Telematics' and Fleet Complete's businesses and the ability to recognize the anticipated synergies and benefits of the transactions with MiX Telematics and Fleet Complete; (iii) the commercial, financial, reputational and regulatory risks to our business that may arise as a consequence of operating across multiple geographies; (iv) disruptions in our global supply chain or failures by subcontractors; (v) the loss of any of our key customers or reduction in the purchase of our products by any such customers; (vi) reliance on third-party channel partner relationships; (vii) our inability to adequately protect our intellectual property; (viii) changes in technology or products, which may be more difficult or costly, or less effective, than anticipated; (ix) potential breaches of our information technology systems; (x) our ability to obtain additional capital to fund our operations; and (xi) such other factors as are set forth in the periodic reports filed by us with the Securities and Exchange Commission (SEC), including but not limited to those described under the heading "Risk Factors" in our annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC's website at http://www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

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

Powerfleet Investor Contacts
Carolyn Capaccio and Jody Burfening
LHA Investor Relations
AIOTIRTeam@lhai.com

Powerfleet Media Contact
Jonathan Bates
jonathan.bates@powerfleet.com
+44 121 717-5360



            
              POWERFLEET, INC. AND SUBSIDIARIES


            
              CONDENSED
               CONSOLIDATED STATEMENTS OF OPERATIONS


            
              (In thousands, except per share data)




                                                                                            Three Months Ended March 31,                        Year Ended March 31,


                                                                                                 2024                             2025                     2024                 2025


                                                                                            Pro Forma                    Consolidated               Pro Forma        Consolidated
                                                                                   Combined                                            Combined



            Revenues:



            Products                                                                         $17,793                          $21,866                  $67,665              $85,584



            Services                                                                          55,029                           81,772                  219,239              276,931



            Total revenues                                                                    72,822                          103,638                  286,904              362,515





            Cost of revenues:



            Cost of products                                                                  12,935                           18,152                   48,316               61,961



            Cost of services                                                                  21,324                           30,723                   79,636              106,017



            Total cost of revenues                                                            34,259                           48,875                  127,952              167,978





            Gross profit                                                                      38,563                           54,763                  158,952              194,537





            Operating expenses:



            Selling, general and administrative                                               41,366                           56,839                  151,839              204,361
    expenses



            Research and development expenses                                                  3,733                            4,904                   14,793               16,061



            Total operating expenses                                                          45,099                           61,743                  166,632              220,422





            Loss from operations                                                             (6,536)                         (6,980)                 (7,680)            (25,885)





            Interest income                                                                      627                               95                    1,480                  926



            Interest expense                                                                 (1,410)                         (5,655)                 (4,521)            (20,330)



            Bargain purchase - Movingdots                                                          -                                                   1,800



            Other expense, net                                                                     -                           (202)                   (266)             (1,163)





            Net loss before income taxes                                                     (7,319)                        (12,742)                 (9,187)            (46,452)





            Income tax (expense) benefit                                                     (1,917)                             304                  (7,014)             (4,517)





            Net loss before non-controlling interest                                         (9,236)                        (12,438)                (16,201)            (50,969)



            Non-controlling interest                                                            (12)                             (1)                    (50)                (18)





            Net loss                                                                         (9,248)                        (12,439)                (16,251)            (50,987)





            Accretion of preferred stock                                                     (9,996)                                                (15,480)



            Preferred stock dividend                                                         (1,129)                                                 (4,514)                (25)





            Net loss attributable to common                                                $(20,373)                       $(12,439)               $(36,245)           $(51,012)
    stockholders





            Net loss per share attributable to                                               $(0.19)                         $(0.09)                 $(0.34)             $(0.43)
    common stockholders - basic and
    diluted





            Weighted average common shares                                                   106,894                          132,793                  106,894              119,877
     outstanding - basic and diluted



              
                POWERFLEET, INC. AND SUBSIDIARIES


              
                CONDENSED
                 CONSOLIDATED BALANCE SHEETS


              
                (In thousands, except per share data)




                                                                                                      March 31, 2024 March 31, 2025


                                                                                                      Pro Forma      Consolidated

                                                                                                      Combined



              
                
                  ASSETS



              
                
                  Current assets:



              Cash and cash equivalents                                                                     $51,091         $44,392



              Restricted cash                                                                                86,104           4,396



              Accounts receivables, net                                                                      55,008          78,623



              Inventory, net                                                                                 25,800          18,350



              Prepaid expenses and other current assets                                                      17,826          23,319



              
                
                  Total current assets                                              235,829         169,080



              Fixed assets, net                                                                              48,306          58,011



              Goodwill                                                                                      121,713         383,146



              Intangible assets, net                                                                         40,444         258,582



              Right-of-use asset                                                                             11,222          12,339



              Severance payable fund                                                                          3,796           3,796



              Deferred tax asset                                                                              3,874           3,934



              Other assets                                                                                   19,090          21,183



              
                
                  Total assets                                                     $484,274        $910,071





              
                
                  LIABILITIES



              
                
                  Current liabilities:



              Short-term bank debt and current maturities of long-term debt                                 $22,109         $41,632



              Accounts payable                                                                               27,174          41,599



              Accrued expenses and other current liabilities                                                 33,589          45,327



              Deferred revenue - current                                                                     12,236          17,375



              Lease liability - current                                                                       2,648           5,076



              
                
                  Total current liabilities                                          97,756         151,009



              Long-term debt - less current maturities                                                      113,810         232,160



              Deferred revenue - less current portion                                                         4,892           5,197



              Lease liability - less current portion                                                          8,773           8,191



              Accrued severance payable                                                                       4,597           6,039



              Deferred tax liability                                                                         18,669          57,712



              Other long-term liabilities                                                                     2,980           3,021



              
                
                  Total liabilities                                                 251,477         463,329





              Convertible redeemable preferred stock: Series A                                               90,273





              
                
                  STOCKHOLDERS' EQUITY



              Preferred stock



              Common stock                                                                                   63,842           1,343



              Additional paid-in capital                                                                    200,218         671,400



              Accumulated deficit                                                                          (78,516)      (205,783)



              Accumulated other comprehensive loss                                                         (17,133)        (8,850)



              Treasury stock                                                                               (25,997)       (11,518)





              Total stockholders' equity                                                                    142,414         446,592



              Non-controlling interest                                                                          110             150



              
                
                  Total equity                                                      142,524         446,742







              
                
                  Total liabilities, convertible redeemable preferred stock,       $484,274        $910,071
    and stockholders' equity



              
                POWERFLEET, INC. AND SUBSIDIARIES


              
                CONDENSED
                 CONSOLIDATED STATEMENTS OF CASH FLOWS


              
                (In thousands)




                                                                                                                                  Year Ended March 31,


                                                                                                                                       2024                         2025


                                                                                                                                  Pro Forma                Consolidated
                                                                                                                         Combined



              
                
                  Cash flows from operating activities



              Net loss                                                                                                           $(16,251)                   $(50,987)



              Adjustments to reconcile net loss to cash provided by (used in) operating
    activities:



              Non-controlling interest                                                                                                  50                           18



              Gain on bargain purchase                                                                                             (1,800)



              Inventory write-downs                                                                                                  2,172                        4,480



              Stock-based compensation expense                                                                                       5,214                        9,362



              Depreciation and amortization                                                                                         29,548                       47,494



              Impairment of long-lived assets                                                                                          139



              Right-of-use assets, non-cash lease expense                                                                            2,919                        5,007



              Derivative mark-to-market adjustment                                                                                                               (504)



              Bad debts expense                                                                                                      7,534                        9,418



              Deferred income taxes                                                                                                  3,235                      (4,872)



              Shares issued for transaction bonuses                                                                                                                889



              Lease termination and modification losses                                                                                                            295



              Other non-cash items                                                                                                   6,338                        1,061



              Changes in operating assets and liabilities:



              Accounts receivables                                                                                                 (9,298)                    (14,048)



              Inventory                                                                                                              (601)                       5,729



              Prepaid expenses and other current assets                                                                            (1,078)                       5,474



              Deferred costs                                                                                                       (8,514)                     (8,437)



              Deferred revenue                                                                                                       (180)                       1,748



              Accounts payable and accrued expenses                                                                                  9,731                     (12,162)



              Lease liabilities                                                                                                    (2,851)                     (4,558)



              Accrued severance payable                                                                                                 15                        1,248





              Net cash provided by (used in) operating activities                                                                   26,322                      (3,345)





              
                
                  Cash flows from investing activities:



              Acquisition, net of cash assumed                                                                                                               (137,112)



              Proceeds from sale of fixed assets                                                                                                                    12



              Capitalized software development costs                                                                               (9,512)                    (13,782)



              Capital expenditures                                                                                                (20,709)                    (20,008)



              Deferred consideration paid



              Repayment of loan advanced to external parties                                                                                                       294





              Net cash used in investing activities                                                                               (30,221)                   (170,596)





              
                
                  Cash flows from financing activities:



              Repayment of long-term debt                                                                                         (14,116)                     (2,642)



              Short-term bank debt, net                                                                                              (158)                      19,551



              Deferred consideration paid                                                                                          (1,955)



              Purchase of treasury stock upon vesting of restricted stock                                                            (674)                     (2,836)



              Repayment of financing lease                                                                                           (129)



              Payment of preferred stock dividend and redemption of preferred stock                                                (3,385)                    (90,298)



              Proceeds from private placement, net                                                                                                              66,459



              Proceeds from long-term debt                                                                                         115,000                      125,000



              Payment of long-term debt costs                                                                                      (1,081)                     (1,410)



              Proceeds from exercise of stock options, net                                                                              36                        1,898



              Cash paid on dividends to affiliates                                                                                 (5,320)





              Net cash provided by financing activities                                                                             88,218                      115,722





              Effect of foreign exchange rate changes on cash and cash equivalents                                                 (2,870)                     (2,657)



              
                
                  Net increase (decrease) in cash and cash equivalents, and restricted cash                 81,449                     (60,876)



              Cash and cash equivalents, and restricted cash at beginning of the period                                             55,746                      109,664





              
                
                  Cash and cash equivalents, and restricted cash at end of the period                     $137,195                      $48,788





              
                
                  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                                                                                             51,091                       44,392



              Restricted cash                                                                                                       86,104                        4,396



              Cash, cash equivalents, and restricted cash, end of the period                                                      $137,195                      $48,788





              
                
                  Supplemental disclosure of cash flow information:



              Cash paid for:



              Taxes                                                                                                                 $3,381                       $4,283



              Interest                                                                                                              $2,414                      $15,335





              
                
                  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        
       
     $             -



              Issuance of derivative on long-term debt                                                                              $2,226        
       
     $             -



              
                
                  POWERFLEET, INC. AND SUBSIDIARIES



              
                
                  RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES



              
                
                  (In thousands)




                                                                                                                 Three Months Ended March 31,                      Year Ended March 31,


                                                                                                                      2024                             2025                   2024                 2025


                                                                                                                 Pro Forma                    Consolidated             Pro Forma        Consolidated
                                                                                                        Combined                                            Combined



              Net loss attributable to common stockholders                                                      $(20,373)                       $(12,439)             $(36,245)           $(51,012)



              Non-controlling interest                                                                                 12                                1                     50                   18



              Preferred stock dividend and accretion                                                               11,125                                                 19,994                   25



              Interest expense, net                                                                                   935                            5,560                  3,192               19,404



              Other expense, net                                                                                       55                                                     87



              Income tax expense (benefit)                                                                          1,917                            (304)                 7,014                4,517



              Depreciation and amortization                                                                         8,369                           14,452                 29,548               47,494



              Stock-based compensation                                                                              1,311                              924                  5,214                9,362



              Foreign currency losses                                                                                 438                              502                  1,493                1,790



              Restructuring-related expenses                                                                          324                            6,969                  1,065               10,077



              Gain on bargain purchase - Movingdots                                                                     -                                               (1,800)



              Impairment of long-lived assets                                                                         139                                                    139



              Derivative mark-to-market adjustment                                                                      -                            (29)                                     (504)



              Recognition of pre-October 1, 2024                                                                        -                           1,768                                      3,809
    contract assets (Fleet Complete)



              Net profit on fixed assets                                                                             (66)                                                 (115)



              Contingent consideration remeasurement                                                                (250)                                               (1,299)



              Acquisition-related expenses                                                                          7,177                              428                 14,313               21,300



              Integration-related expenses                                                                              -                           2,592                                      4,851



              Non-recurring transitional service                                                                        -                                                   482
    agreement costs



              Adjusted EBITDA                                                                                     $11,113                          $20,424                $43,132              $71,131



              
                
                  POWERFLEET, INC. AND SUBSIDIARIES



              
                
                  RECONCILIATION OF GAAP TO NON-GAAP NET (LOSS) INCOME FINANCIAL MEASURES



              
                
                  (In thousands)




                                                                                                                            Three Months Ended March 31,                      Year Ended March 31,


                                                                                                                                 2024                             2025                   2024                 2025


                                                                                                                            Pro Forma                    Consolidated             Pro Forma        Consolidated
                                                                                                                   Combined                                            Combined



              Net loss                                                                                                      $(9,248)                       $(12,439)             $(16,251)           $(50,987)



              Incremental intangible assets amortization                                                                           -                           5,201                                     14,752
    expense as a result of MiX Telematics and
    Fleet Complete business combinations



              Stock-based compensation (non-                                                                                       -                                                                     4,693
    recurring/accelerated cost)



              Foreign currency losses                                                                                            438                              502                  1,493                1,790



              Income tax effect of net foreign exchange                                                                          389                            (377)                   279                (602)
    (losses) gains



              Restructuring-related expenses                                                                                     324                            6,969                  1,065               10,077



              Income tax effect of restructuring costs                                                                             -                            (53)                   (7)               (207)



              Derivative mark-to-market adjustment                                                                                 -                            (29)                                     (504)



              Acquisition-related expenses                                                                                     7,177                              428                 14,313               21,300



              Integration-related expenses                                                                                         -                           2,592                                      4,851



              Non-recurring transitional service                                                                                   -                                                   482
    agreement costs



              Income tax effect of non-recurring                                                                               (130)                                                 (130)
    transitional service agreement costs



              Contingent consideration remeasurement                                                                           (250)                                               (1,299)



              Non-GAAP net (loss) income                                                                                    $(1,300)                          $2,794                  $(55)              $5,163





              Weighted average shares outstanding                                                                            106,894                          132,793                106,894              119,877





              Non-GAAP net (loss) income per share -                                                                         $(0.01)                           $0.02               $(0.001)               $0.04
    basic



              
                
                  POWERFLEET, INC. AND SUBSIDIARIES



              
                
                  ADJUSTED GROSS PROFIT MARGINS



              
                
                  (In thousands)




                                                                                          Three Months Ended March 31,                            Year Ended March 31,


                                                                                               2024                             2025                         2024                 2025


                                                                                          Pro Forma                    Consolidated                   Pro Forma        Consolidated
                                                                             Combined                                                Combined



              Revenues:



              Products                                                                     $17,793                          $21,866                      $67,665              $85,584



              Services                                                                      55,029                           81,772                      219,239              276,931



              Total revenues                                                                72,822                          103,638                      286,904              362,515





              Cost of revenues:



              Cost of products                                                              12,935                           18,152                       48,316               61,961



              Cost of services                                                              21,324                           30,723                       79,636              106,017



              Total cost of revenues                                                        34,259                           48,875                      127,952              167,978





              Gross profit                                                                 $38,563                           54,763                     $158,952             $194,537





              Product margin                                                                27.3 %                          17.0 %                      28.6 %              27.6 %



              Service margin                                                                61.2 %                          62.4 %                      63.7 %              61.7 %



              Total gross profit margin                                                     53.0 %                          52.8 %                      55.4 %              53.7 %





              Incremental intangible assets                                          
     $         -                          $5,201           
     $              -             $14,752
    amortization expense as a result of
    MiX Telematics and Fleet Complete
    business combinations



              Inventory rationalization                                              
     $         -                          $2,570           
     $              -              $3,310





              Product margin                                                                27.3 %                          28.7 %                      28.6 %              31.5 %



              Service margin                                                                61.2 %                          68.8 %                      63.7 %              67.0 %



              Adjusted total gross profit margin                                            53.0 %                          60.3 %                      55.4 %              58.6 %



              
                
                  POWERFLEET, INC. AND SUBSIDIARIES



              
                
                  ADJUSTED OPERATING EXPENSES



              
                
                  (In thousands)




                                                                                      Three Months Ended March 31,                        Year Ended March 31,


                                                                                           2024                             2025                     2024                 2025


                                                                                      Pro Forma                    Consolidated               Pro Forma        Consolidated
                                                                             Combined                                            Combined



              Total operating expenses                                                 $45,099                          $61,743                 $166,632             $220,422



              Adjusted for once-off costs



              Acquisition-related expenses                                               7,177                              428                   14,313               21,300



              Integration-related costs                                                      -                           2,592                                        4,851



              Stock-based compensation (non-                                                 -                                                                       4,693
    recurring/accelerated cost)



              Restructuring-related expenses                                               324                            4,499                    1,065                6,767


                                                                                          7,501                            7,519                   15,378               37,611





              Adjusted operating expenses                                              $37,598                          $54,224                 $151,254             $182,811



              
                POWERFLEET, INC. AND MiX TELEMATICS


              
                CONDENSED
                 CONSOLIDATED STATEMENTS OF OPERATIONS


              
                (In thousands, except per share data)


                                                                                         Three Months Ended March 31, 2024


                                                                                         Powerfleet
                                                                                          Inc.                             MiX Telematics                   Adjustments to            Pro Forma
                                                                                                                                           align
                                                                                                                                             disclosure                      Combined



              Revenues:



              Products                                                                     $12,081                                 $6,705                            $(993)              $17,793



              Services                                                                      21,659                                 32,377                               993                55,029



              Total revenues                                                                33,740                                 39,082                                                 72,822





              Cost of revenues:



              Cost of products                                                               9,513                                  4,690                           (1,268)               12,935



              Cost of services                                                               8,024                                 12,032                             1,268                21,324



              Total cost of revenues                                                        17,537                                 16,722                                                 34,259





              Gross profit                                                                  16,203                                 22,360                                                 38,563





              Operating expenses:



              Selling, general and administrative                                           21,832                                 19,534                                                 41,366
    expenses



              Research and development expenses                                              2,018                                  1,715                                                  3,733



              Total operating expenses                                                      23,850                                 21,249                                                 45,099





              (Loss) income from operations                                                (7,647)                                 1,111                                                (6,536)





              Interest income                                                                  259                                    368                                                    627



              Interest expense                                                               (708)                                 (702)                                               (1,410)



              Other (expense) income, net                                                     (55)                                    55





              Net (loss) income before income taxes                                        (8,151)                                   832                                                (7,319)





              Income tax expense                                                             (352)                               (1,565)                                               (1,917)





              Net loss before non-controlling interest                                     (8,503)                                 (733)                                               (9,236)



              Non-controlling interest                                                        (12)                                                                                        (12)





              Net loss                                                                     (8,515)                                 (733)                                               (9,248)





              Accretion of preferred stock                                                 (9,996)                                                                                     (9,996)



              Preferred stock dividend                                                     (1,129)                                                                                     (1,129)





              Net loss attributable to common                                            $(19,640)                                $(733)               
     $              -            $(20,373)
    stockholders





              Net loss per share attributable to                                           $(0.55)                               $(0.01)                                               $(0.19)
    common stockholders - basic and diluted





              Weighted average common shares                                                35,813                                 71,081                                                106,894
    outstanding - basic



              
                POWERFLEET, INC. AND MiX TELEMATICS


              
                CONDENSED
                 CONSOLIDATED STATEMENTS OF OPERATIONS


              
                (In thousands, except per share data)




                                                                                         
     
     
     Year Ended March 31, 2024


                                                                                               Powerfleet
                                                                                                Inc.                     MiX Telematics               Adjustments to            Pro Forma
                                                                                                                                           align
                                                                                                                                           disclosure                  Combined



              Revenues:



              Products                                                                           $49,313                        $21,600                      $(3,248)              $67,665



              Services                                                                            85,311                        130,680                         3,248               219,239



              Total revenues                                                                     134,624                        152,280                                            286,904





              Cost of revenues:



              Cost of products                                                                    36,916                         14,628                       (3,228)               48,316



              Cost of services                                                                    31,003                         45,405                         3,228                79,636



              Total cost of revenues                                                              67,919                         60,033                                            127,952





              Gross profit                                                                        66,705                         92,247                                            158,952





              Operating expenses:



              Selling, general and administrative                                                 76,144                         75,695                                            151,839
    expenses



              Research and development expenses                                                    8,675                          6,118                                             14,793



              Total operating expenses                                                            84,819                         81,813                                            166,632





              (Loss) income from operations                                                     (18,114)                        10,434                                            (7,680)





              Interest income                                                                        338                          1,142                                              1,480



              Interest expense                                                                   (2,174)                       (2,347)                                           (4,521)



              Bargain purchase - Movingdots                                                        1,800                                                                            1,800



              Other expense, net                                                                    (87)                         (179)                                             (266)





              Net (loss) income before income taxes                                             (18,237)                         9,050                                            (9,187)





              Income tax expense                                                                   (549)                       (6,465)                                           (7,014)





              Net (loss) income before non-controlling                                          (18,786)                         2,585                                           (16,201)
    interest



              Non-controlling interest                                                              (50)                                                                            (50)





              Net (loss) income                                                                 (18,836)                         2,585                                           (16,251)





              Accretion of preferred stock                                                      (15,480)                                                                        (15,480)



              Preferred stock dividend                                                           (4,514)                                                                         (4,514)





              Net (loss) income attributable to                                                $(38,830)                        $2,585  
              $               -            $(36,245)
    common stockholders





              Net (loss) income per share attributable                                           $(1.09)                         $0.04                                            $(0.34)
    to common stockholders - basic





              Weighted average common shares                                                      35,694                         71,200                                            106,894
    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



              Prepaid expenses and other current assets                                            8,133               9,693               17,826



              
                
                  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                                                                    20,025               7,149               27,174



              Accrued expenses and other current liabilities                                      13,983              19,606               33,589



              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)




                                                                                                     Year Ended March 31, 2024


                                                                                                     Powerfleet
                                                                                                      Inc.                         MiX Telematics           Pro Forma
                                                                                                                                                   Combined



              
                
                  Cash flows from operating activities



              Net (loss) income                                                                      $(18,836)                            $2,585            $(16,251)



              Adjustments to reconcile net (loss) income to cash provided
    by operating activities:



              Non-controlling interest                                                                      50                                                     50



              Gain on bargain purchase                                                                 (1,800)                                               (1,800)



              Inventory reserve                                                                          1,557                                615                2,172



              Stock based compensation expense                                                           4,104                              1,110                5,214



              Depreciation and amortization                                                              9,098                             20,450               29,548



              Impairment of long-lived assets                                                                -                               139                  139



              Right-of-use assets, non-cash lease expense                                                2,919                                                  2,919



              Bad debts expense                                                                          2,309                              5,225                7,534



              Deferred income taxes                                                                      (281)                             3,516                3,235



              Other non-cash items                                                                        (55)                             6,393                6,338



              Changes in operating assets and liabilities:



              Accounts receivables                                                                     (1,538)                           (7,760)             (9,298)



              Inventories                                                                                (780)                               179                (601)



              Prepaid expenses and other current assets                                                  (564)                             (514)             (1,078)



              Deferred costs                                                                               481                            (8,995)             (8,514)



              Deferred revenue                                                                           (180)                                                 (180)



              Accounts payable and accrued expenses                                                      8,786                                945                9,731



              Lease liabilities                                                                        (2,851)                                               (2,851)



              Accrued severance payable, net                                                                15                                                     15





              Net cash provided by operating activities                                                  2,434                             23,888               26,322





              
                
                  Cash flows from investing activities:



              Capitalized software development costs                                                   (3,540)                           (5,972)             (9,512)



              Capital expenditures                                                                     (3,673)                          (17,036)            (20,709)





              Net cash used in investing activities                                                    (7,213)                          (23,008)            (30,221)





              
                
                  Cash flows from financing activities:



              Repayment of long-term debt                                                             (14,116)                                              (14,116)



              Short-term bank debt, net                                                                (5,708)                             5,550                (158)



              Deferred consideration paid                                                                    -                           (1,955)             (1,955)



              Purchase of treasury stock upon vesting of restricted stock                                (128)                             (546)               (674)



              Repayment of financing lease                                                               (129)                                                 (129)



              Payment of preferred stock dividend and redemption of                                    (3,385)                                               (3,385)
    preferred stock



              Proceeds from long-term debt                                                             115,000                                                115,000



              Payment of long-term debt costs                                                          (1,081)                                               (1,081)



              Proceeds from exercise of stock options, net                                                  36                                                     36



              Cash paid on dividends to affiliates                                                           -                           (5,320)             (5,320)





              Net cash from (used in) financing activities                                              90,489                            (2,271)              88,218





              Effect of foreign exchange rate changes on cash and cash                                 (1,135)                           (1,735)             (2,870)
    equivalents



              
                
                  Net increase (decrease) in cash and cash equivalents, and     84,575                            (3,126)              81,449
    restricted 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    $109,664                            $27,531             $137,195
    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                                                                 24,354                             26,737               51,091



              Restricted cash                                                                           85,310                                794               86,104



              Cash, cash equivalents, and restricted cash, end of the period                          $109,664                            $27,531             $137,195





              
                
                  Supplemental disclosure of cash flow information:



              Cash paid for:



              Taxes                                                                                       $432                             $2,949               $3,381



              Interest                                                                                  $1,720                               $694               $2,414





              
                
                  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



              Issuance of derivative on long-term debt                                                  $2,226                
     $               -              $2,226



     
                
                  POWERFLEET, INC. AND MiX TELEMATICS



     
                
                  RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES



     
                
                  (In thousands)




                                                                                               Three Months Ended March 31, 2024


                                                                                               Powerfleet
                                                                                                Inc.                             MiX Telematics           Pro Forma
                                                                                                                                                 Combined



     Net loss attributable to common stockholders                                              $(19,640)                                $(733)           $(20,373)



     Non-controlling interest                                                                         12                                                         12



     Preferred stock dividend and accretion                                                       11,125                                                     11,125



     Interest expense, net                                                                           601                                    334                  935



     Other expense, net                                                                               55                                                         55



     Income tax expense                                                                              352                                  1,565                1,917



     Depreciation and amortization                                                                 1,943                                  6,426                8,369



     Stock-based compensation                                                                      1,028                                    283                1,311



     Foreign currency losses                                                                          43                                    395                  438



     Restructuring-related expenses                                                                  324                                                        324



     Impairment of long-lived assets                                                                   -                                   139                  139



     Net profit on fixed assets                                                                        -                                  (66)                (66)



     Contingent consideration remeasurement                                                            -                                 (250)               (250)



     Acquisition-related expenses                                                                  6,078                                  1,099                7,177



     Adjusted EBITDA                                                                              $1,921                                 $9,192              $11,113



     
                
                  POWERFLEET, INC. AND MiX TELEMATICS



     
                
                  RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES



     
                
                  (In thousands)




                                                                                               Year Ended March 31, 2024


                                                                                               Powerfleet
                                                                                                Inc.                     MiX Telematics           Pro Forma
                                                                                                                                         Combined



     Net (loss) profit attributable to common stockholders                                     $(38,830)                        $2,585            $(36,245)



     Non-controlling interest                                                                         50                                                 50



     Preferred stock dividend and accretion                                                       19,994                                             19,994



     Interest expense, net                                                                         1,987                          1,205                3,192



     Other expense, net                                                                               87                                                 87



     Income tax expense                                                                              549                          6,465                7,014



     Depreciation and amortization                                                                 9,098                         20,450               29,548



     Stock-based compensation                                                                      4,104                          1,110                5,214



     Foreign currency translation                                                                  (248)                         1,741                1,493



     Restructuring-related expenses                                                                1,035                             30                1,065



     Gain on Bargain purchase - Movingdots                                                       (1,800)                                           (1,800)



     Impairment of long-lived assets                                                                   -                           139                  139



     Net profit on fixed assets                                                                        -                         (115)               (115)



     Contingent consideration remeasurement                                                            -                       (1,299)             (1,299)



     Acquisition-related expenses                                                                 11,218                          3,095               14,313



     Non-recurring transitional service agreement costs                                                -                           482                  482



     Adjusted EBITDA                                                                              $7,244                        $35,888              $43,132



         
                
                  POWERFLEET, INC. AND MiX TELEMATICS



         
                
                  RECONCILIATION OF GAAP TO NON-GAAP NET (LOSS) INCOME FINANCIAL MEASURES



         
                
                  (In thousands)




                                                                                                              Three Months Ended March 31, 2024


                                                                                                              Powerfleet
                                                                                                               Inc.                             MiX Telematics           Pro Forma
                                                                                                                                                                Combined



         Net (loss) income                                                                                     $(8,515)                                $(733)            $(9,248)



         Foreign currency losses                                                                                     43                                    395                  438



         Income tax effect of net foreign exchange losses                                                             -                                   389                  389



         Restructuring-related expenses                                                                             324                                                        324



         Acquisition-related expenses                                                                             6,078                                  1,099                7,177



         Non-recurring transitional service agreement costs                                                           -



         Income tax effect of non-recurring transitional service agreement                                            -                                 (130)               (130)
    costs



         Contingent consideration remeasurement                                                                       -                                 (250)               (250)



         Non-GAAP net (loss) income                                                                            $(2,070)                                  $770             $(1,300)





         Weighted average shares outstanding                                                                     35,813                                 71,081              106,894





         Non-GAAP net income per share - basic                                                                  $(0.06)                                 $0.01              $(0.01)



              
                
                  POWERFLEET, INC. AND MiX TELEMATICS



              
                
                  RECONCILIATION OF GAAP TO NON-GAAP NET (LOSS) INCOME FINANCIAL MEASURES



              
                
                  (In thousands)




                                                                                                                   Year Ended March 31, 2024


                                                                                                                   Powerfleet
                                                                                                                    Inc.                     MiX Telematics           Pro Forma
                                                                                                                                                             Combined



              Net (loss) income                                                                                    $(18,836)                        $2,585            $(16,251)



              Foreign currency (gains) losses                                                                          (248)                         1,741                1,493



              Income tax effect of net foreign exchange losses                                                             -                           279                  279



              Restructuring-related expenses                                                                           1,035                             30                1,065



              Income tax effect of restructuring costs                                                                     -                           (7)                 (7)



              Acquisition-related expenses                                                                            11,218                          3,095               14,313



              Non-recurring transitional service agreement costs                                                           -                           482                  482



              Income tax effect of non-recurring transitional service                                                      -                         (130)               (130)
    agreement costs



              Contingent consideration remeasurement                                                                       -                       (1,299)             (1,299)



              Non-GAAP net (loss) income                                                                            $(6,831)                        $6,776                $(55)





              Weighted average shares outstanding                                                                     35,694                         71,200              106,894





              Non-GAAP net (loss) income per share - basic                                                           $(0.19)                         $0.10             $(0.001)

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SOURCE Powerfleet