Powerfleet Reports Second Quarter 2025 Financial Results

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Nov 12, 2024

PR Newswire

Q2 FY25 revenue up 7%, to $77.0 million, and Adjusted EBITDA up 41%, to $14.5 million year-over-year, demonstrating continued strong execution of the immediate business objectives post-MiX combination.

First half FY25 results exceeded expectations with revenue up 9%, to $152.4 million and Adjusted EBITDA up 46% year-over -year, to $28.2 million.

50% of the planned two-year annualized cost synergy target of $27 million secured within 6 months of the close of the MiX combination.

WOODCLIFF LAKE, N.J., Nov. 12, 2024 /PRNewswire/ -- Powerfleet, Inc. (Nasdaq: AIOT) reported its financial results for the second quarter ended September 30, 2024. This marks the second full quarter following the closing of the business combination with MiX Telematics Ltd. with the prior year comparison numbers adjusted to reflect the pro forma financial performance of the combined businesses.

Powerfleet_Logo.jpg

SECOND QUARTER 2025 FINANCIAL HIGHLIGHTS

  • Total revenue was $77.0 million, up 7% year-over-year, driven by the continued strength of our Unity safety solutions.
  • Product revenue rose by 13% year-over-year to $20.3 million, with adjusted gross margins expanding by 3% sequentially to 35%, exceeding current guidance of +30%.
  • Service revenue growth of 5% was in line with annual revenue guidance, reaching $56.7 million, with adjusted gross margins expanding by 1.0% to 63.7% versus the prior year.
  • Realized $13.5 million in annual cost synergies within the first six months of the MiX combination, achieving 50% of the two-year $27 million target. Cost synergies are the major driver of reduction in adjusted operating expenses, which declined by over 5% to $36.9 million versus the prior year.
  • Adjusted EBITDA, a non-GAAP metric, increased by 41% to $14.5 million versus the prior year, benefiting from the flow through of expanded gross profit and the realization of cost synergies.

FIRST HALF 2025 FINANCIAL HIGHLIGHTS

  • Total revenue was $152.4 million, up 9% year-over-year, running ahead of annual guidance and reflecting strong execution in the first six months following the close of the MiX combination.
  • Gross profit, after adjusting for the amortization of acquisition-related intangibles and other integration expenses, increased by $6.4 million, or 8% versus the prior year.
  • Adjusted EBITDA, a non-GAAP metric, increased by $8.9 million, or 46%, to $28.2 million versus the prior year, driven by increased gross margin from higher sales and the benefits of cost synergies.

MANAGEMENT COMMENTARY

"Just six months into the MiX combination, we're already seeing the integration gain strong momentum, setting the foundation for us to fully capitalize on the additional strategic opportunities offered by the Fleet Complete acquisition," said CEO Steve Towe.

"In the first half of fiscal 2025, we reported revenue of $152 million—up 9% from last year—and a 46% increase in adjusted EBITDA to $28.2 million. We have already secured $13.5 million in annual run-rate cost synergies, achieving 50% of our two-year $27 million target from the MiX combination within 6 months."

"We are energized by the expanded opportunities gained through the Fleet Complete acquisition. Our strategic direction is sharply focused on three key priorities: maximizing efficiency to accelerate adjusted EBITDA growth, driving towards accelerated top-line revenue expansion, and enhancing customer retention. These priorities serve as the foundation for how we align our resources, empower our teams, and execute initiatives for maximum impact."

"On the revenue front, we're driving the adoption of our Unity platform, in-warehouse solutions, and AI camera offerings to meet growing demand across North America, Europe, and beyond. Leveraging the Fleet Complete North American channel relationships, we expect accelerated growth beginning in FY2026, as well as global traction for their mid-market products and differentiated AI camera solutions. These initiatives underscore our strategy to capture high-demand markets while deepening customer engagement and expanding wallet share with highly sticky integrated solutions."

SECOND QUARTER 2025 FINANCIAL RESULTS

Total revenue for the quarter increased by 7% year-over-year to $77.0 million, up from $72.0 million in the same period of the prior year. This growth was largely driven by the continued success of our differentiated safety-centric product solutions, with product revenue, a leading indicator, increasing 13% to $20.3 million.

Service revenue grew by 5% year-over-year to $56.7 million, aligning with our annual guidance and demonstrating the resilience of our broad offerings and global portfolio, which more than offset the previously disclosed expected churn in the legacy MiX customer base.

Combined gross margin of 53.7% reflects a $1.2 million non-cash amortization expense related to acquisition-related intangibles from the MiX combination, along with $0.7 million in inventory write-offs due to integration efforts to streamline product offerings. Excluding these expenses, adjusted gross margin was 56.1%, in both the current and prior year.

Operating expenses for the quarter totaled $40.8 million, including $3.9 million in one-time transaction and restructuring costs, versus the prior year of $41.0 million, which included $2.0 million in one-time costs. On an adjusted basis, total operating expenses were down by 5% annually, reflecting the success of our cost synergy program, which secured $13.5 million in annual savings through the end of September.

We reported a net loss attributable to common stockholders of $1.9 million, or $(0.02) per share, compared to $(0.06) in the prior year. However, after adjusting for one-time expenses and the amortization of acquisition-related intangibles, adjusted earnings per basic share was $0.02 for the current year versus a loss of $(0.01) in the prior period.

Adjusted EBITDA increased by 41% to $14.5 million from $10.3 million in the previous year. This growth was driven by strong top-line performance, resulting in a $2.9 million increase in gross margin after accounting for the impact of the amortization of acquisition-related intangibles plus the flow through benefits of cost synergies.

Excluding $62 million in proceeds from the private placement related to the Fleet Complete acquisition, we ended the quarter with net debt of $119 million. Adjusting for $1.9 million in unsettled transaction costs, pro forma net debt stood at $121 million, versus $110 million at the close of the MiX combination. The $11 million increase in pro forma net debt was primarily driven by an increase in net working capital of $8.2 million that is directly attributable to higher net receivables following strong top-line performance.

FULL-YEAR 2025 FINANCIAL OUTLOOK

We are reaffirming our guidance from the October 2nd fireside chat. Capturing six months of Fleet Complete's financial performance, full-year 2025 revenue is expected to exceed $352.5 million. Adjusted EBITDA is anticipated to exceed $72.5 million, inclusive of an incremental $5 million in secured exit run-rate cost synergies. This guidance reflects Fleet Complete's pre-acquisition accounting treatment, which remains subject to review as we work to conform to US GAAP standards.

INVESTOR CONFERENCE CALL

As previously announced, Powerfleet will hold a conference call on Tuesday, November 12, 2024, at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results for the second quarter fiscal 2025 ended September 30, 2024.

Management will make prepared remarks followed by a question-and-answer session.

Date: Tuesday, November 12, 2024
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: 216765
The conference call will be broadcast simultaneously and available for replay here and via the investor section of the company's website at ir.powerfleet.com.

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 operating expenses, adjusted earnings per share, net debt and net working capital. 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, 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 its 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 their actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. Most of these factors are outside our control and are difficult to predict. The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) future economic and business conditions, including the conflict between Israel and Hamas; (ii) integration of our, MiX Telematics' and Fleet Complete's businesses and the ability to recognize the anticipated synergies and benefits of the transactions with MiX Telematics and Fleet Complete; (iii) the loss of any of our key customers or reduction in the purchase of our products by any such customers; (iv) the failure of the markets for our products to continue to develop; (v) the negative effects of the transactions on the market price of our securities; (vi) our inability to adequately protect our intellectual property; (vii) our inability to manage growth; (viii) the effects of competition from a wide variety of local, regional, national and other providers of wireless solutions; (ix) failure to make timely filings of our periodic reports with the Securities and Exchange Commission ("SEC")and (x) such other factors as are set forth in the periodic reports filed by us with the 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
[email protected]

Powerfleet Media Contact
Jonathan Bates
[email protected]
+44 121 717-5360

POWERFLEET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Three Months Ended September 30,

Six Months Ended September 30,

2023

2024

2023

2024

Pro Forma
Combined

Consolidated

Pro Forma
Combined

Consolidated

Revenues:

Products

$ 17,947

$ 20,293

$ 32,470

$ 39,031

Services

54,057

56,725

107,977

113,417

Total revenues

72,004

77,018

140,447

152,448

Cost of revenues:

Cost of products

11,454

13,929

22,385

26,680

Cost of services

20,169

21,746

38,550

44,777

Total cost of revenues

31,623

35,675

60,935

71,457

Gross profit

40,381

41,343

79,512

80,991

Operating expenses:

Selling, general and administrative expenses

36,941

37,335

71,516

92,117

Research and development expenses

4,062

3,435

7,626

6,536

Total operating expenses

41,003

40,770

79,142

98,653

(Loss)/profit from operations

(622)

573

370

(17,662)

Interest income

221

168

512

472

Interest expense

(693)

(4,042)

(1,367)

(6,733)

Bargain purchase - Movingdots

—

—

283

—

Other income/(expense), net

385

1,674

(324)

1,050

Net loss before income taxes

(709)

(1,627)

(526)

(22,873)

Income tax expense

(2,591)

(256)

(4,427)

(1,309)

Net loss before non-controlling interest

(3,300)

(1,883)

(4,953)

(24,182)

Non-controlling interest

—

(5)

(6)

(18)

Net loss

(3,300)

(1,888)

(4,959)

(24,200)

Accretion of preferred stock

(1,834)

—

(3,606)

—

Preferred stock dividend

(1,128)

—

(2,257)

(25)

Net loss attributable to common stockholders

$ (6,262)

$ (1,888)

$ (10,822)

$ (24,225)

Net loss per share attributable to common stockholders - basic and diluted

$ (0.06)

$ (0.02)

$ (0.10)

$ (0.23)

Weighted average common shares outstanding - basic and diluted

106,360

107,532

106,333

107,335

POWERFLEET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

March 31, 2024

September 30, 2024

Pro Forma

Combined

Consolidated

ASSETS

Current assets:

Cash and cash equivalents

$ 51,091

$ 25,962

Restricted cash

86,104

63,074

Accounts receivables, net

55,008

64,819

Inventory, net

25,800

23,488

Deferred costs - current

42

13

Prepaid expenses and other current assets

17,784

17,985

Total current assets

235,829

195,341

Fixed assets, net

48,306

51,928

Goodwill

121,713

300,283

Intangible assets, net

40,444

167,320

Right-of-use asset

11,222

9,402

Severance payable fund

3,796

3,864

Deferred tax asset

3,874

3,602

Other assets

19,090

16,595

Total assets

$ 484,274

$ 748,335

LIABILITIES

Current liabilities:

Short-term bank debt and current maturities of long-term debt

$ 22,109

$ 35,339

Accounts payable and accrued expenses

60,763

66,098

Deferred revenue - current

12,236

10,447

Lease liability - current

2,648

2,248

Total current liabilities

97,756

114,132

Long-term debt - less current maturities

113,810

111,011

Deferred revenue - less current portion

4,892

4,674

Lease liability - less current portion

8,773

7,713

Accrued severance payable

4,597

4,677

Deferred tax liability

18,669

52,113

Other long-term liabilities

2,980

2,905

Total liabilities

251,477

297,225

Convertible redeemable preferred stock: Series A

90,273

—

STOCKHOLDERS' EQUITY

Preferred stock

—

—

Common stock

63,842

1,096

Additional paid-in capital

200,218

641,736

Accumulated deficit

(78,516)

(178,996)

Accumulated other comprehensive loss

(17,133)

(1,364)

Treasury stock

(25,997)

(11,518)

Total stockholders' equity

142,414

450,954

Non-controlling interest

110

156

Total equity

142,524

451,110

Total liabilities, convertible redeemable preferred stock, and stockholders' equity

$ 484,274

$ 748,335

POWERFLEET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Six Months Ended September 30,

2023

2024

Pro Forma
Combined

Consolidated

Cash flows from operating activities

Net loss

$ (4,959)

$ (24,200)

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

Non-controlling interest

6

18

Gain on bargain purchase

(283)

—

Inventory reserve

650

904

Stock based compensation expense

2,518

7,300

Depreciation and amortization

13,577

19,399

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

1,242

1,515

Derivative mark-to-market adjustment

—

(2,197)

Bad debts expense

3,235

4,369

Deferred income taxes

3,268

(283)

Shares issued for transaction bonuses

—

889

Lease termination and modification losses

—

184

Other non-cash items

2,613

1,522

Changes in operating assets and liabilities:

Accounts receivables

(9,404)

(12,553)

Inventories

(1,558)

955

Prepaid expenses and other current assets

47

(3,009)

Deferred costs

(4,105)

(3,619)

Deferred revenue

222

(99)

Accounts payable and accrued expenses

5,453

(71)

Lease liabilities

(1,247)

(1,856)

Accrued severance payable, net

91

40

Net cash provided by/(used in) operating activities

11,366

(10,792)

Cash flows from investing activities:

Acquisition, net of cash assumed

—

27,531

Proceeds from sale of fixed assets

—

217

Capitalized software development costs

(4,964)

(4,676)

Capital expenditures

(9,866)

(10,454)

Deferred consideration paid

(267)

—

Repayment of loan advanced to external parties

—

294

Net cash (used in)/provided by investing activities

(15,097)

12,912

Cash flows from financing activities:

Repayment of long-term debt

(2,656)

(978)

Short-term bank debt, net

7,328

9,955

Purchase of treasury stock upon vesting of restricted stock

(640)

(2,836)

Payment of preferred stock dividend and redemption of preferred stock

(2,257)

(90,298)

Proceeds from private placement, net

—

61,851

Proceeds from exercise of stock options, net

36

—

Cash paid on dividends to affiliates

(2,673)

(6)

Net cash used in financing activities

(862)

(22,312)

Effect of foreign exchange rate changes on cash and cash equivalents

(1,331)

(436)

Net decrease in cash and cash equivalents, and restricted cash

(5,924)

(20,628)

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

$ 49,822

$ 89,036

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

48,757

25,962

Restricted cash

1,065

63,074

Cash, cash equivalents, and restricted cash, end of the period

$ 49,822

$ 89,036

Supplemental disclosure of cash flow information:

Cash paid for:

Taxes

$ 1,270

$ 774

Interest

$ 875

$ 6,262

Noncash investing and financing activities:

Common stock issued for transaction bonus

$ —

$ 9

Shares issued in connection with MiX Combination

$ —

$ 362,005

POWERFLEET, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES

(In thousands)

Three Months Ended September 30,

Six Months Ended September 30,

2023

2024

2023

2024

Pro Forma
Combined

Consolidated

Pro Forma
Combined

Consolidated

Net loss attributable to common stockholders

$ (6,262)

$ (1,888)

$ (10,822)

$ (24,225)

Non-controlling interest

—

5

6

18

Preferred stock dividend and accretion

2,962

—

5,863

25

Interest expense, net

472

3,345

1,162

6,261

Income tax expense

2,591

256

4,427

1,309

Depreciation and amortization

7,243

9,064

13,577

19,399

Stock-based compensation

1,426

1,371

2,518

7,300

Foreign currency losses

74

636

442

745

Restructuring-related expenses

149

1,069

597

2,267

Gain on bargain purchase - Movingdots

—

—

(283)

—

Derivative mark-to-market adjustment

—

(2,197)

—

(2,197)

Net profit on fixed assets

—

—

(4)

—

Contingent consideration remeasurement

(514)

—

(538)

—

Acquisition related expenses

2,028

1,406

2,251

15,571

Integration-related costs

—

1,410

—

1,739

Non-recurring transitional service agreement costs

121

—

121

—

Adjusted EBITDA

$ 10,290

$ 14,477

$ 19,317

$ 28,212

POWERFLEET, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP NET LOSS FINANCIAL MEASURES

(In thousands)

Three Months Ended September 30,

Six Months Ended September 30,

2023

2024

2023

2024

Pro Forma
Combined

Consolidated

Pro Forma
Combined

Consolidated

Net loss

$ (3,300)

$ (1,888)

$ (4,959)

$ (24,200)

Incremental intangible assets amortization expense as a result
of MiX Telematics business combination

—

1,163

—

4,158

Stock-based compensation (non-recurring/accelerated cost)

—

—

—

4,693

Foreign currency losses

74

636

442

745

Income tax effect of net foreign exchange gains/(losses)

109

(1,109)

534

(1,856)

Restructuring related expenses

149

1,069

597

2,267

Income tax effect of restructuring costs

(2)

(21)

(7)

(124)

Acquisition-related expenses

2,028

1,406

2,251

15,571

Integration-related expenses

—

1,410

—

1,739

Non-recurring transitional service agreement costs

121

—

121

—

Contingent consideration remeasurement

(514)

—

(538)

—

Income tax effect of contingent consideration remeasurement

(5)

—

—

—

Non-GAAP net (loss)/profit

$ (1,340)

$ 2,666

$ (1,559)

$ 2,993

Weighted average shares outstanding

106,360

107,532

106,333

107,335

Non-GAAP net (loss)/profit per share - basic

$ (0.01)

$ 0.02

$ (0.01)

$ 0.03

POWERFLEET, INC. AND SUBSIDIARIES

ADJUSTED GROSS PROFIT MARGINS

(In thousands)

Three Months Ended September 30,

Six Months Ended September 30,

2023

2024

2023

2024

Pro Forma
Combined

Consolidated

Pro Forma
Combined

Consolidated

Revenues:

Products

$ 17,947

$ 20,293

$ 32,470

$ 39,031

Services

54,057

56,725

107,977

113,417

Total revenues

72,004

77,018

140,447

152,448

Cost of revenues:

Cost of products

11,454

13,929

22,385

26,680

Cost of services

20,169

21,746

38,550

44,777

Total cost of revenues

31,623

35,675

60,935

71,457

Gross profit

$ 40,381

$ 41,343

$ 79,512

$ 80,991

Product margin

36.2 %

31.4 %

31.1 %

31.6 %

Service margin

62.7 %

61.7 %

64.3 %

60.5 %

Total gross profit margin

56.1 %

53.7 %

56.6 %

53.1 %

Incremental intangible assets amortization expense
as a result of MiX Telematics business combination

$ —

$ 1,163

$ —

$ 4,158

Inventory rationalization

$ —

$ 734

$ —

$ 734

Product margin

36.2 %

35.0 %

31.1 %

33.5 %

Service margin

62.7 %

63.7 %

64.3 %

64.2 %

Adjusted total gross profit margin

56.1 %

56.1 %

56.6 %

56.3 %

POWERFLEET, INC. AND SUBSIDIARIES

ADJUSTED OPERATING EXPENSES

(In thousands)

Three Months Ended September 30,

Six Months Ended September 30,

2023

2024

2023

2024

Pro Forma
Combined

Consolidated

Pro Forma
Combined

Consolidated

Total operating expenses

$ 41,003

$ 40,770

$ 79,142

$ 98,653

Adjusted for once-off costs

Acquisition-related expenses

2,028

1,406

2,251

15,571

Integration-related costs

—

1,410

—

1,739

Stock-based compensation (non-recurring/accelerated cost)

—

—

—

4,693

Restructuring-related expenses

156

1,069

627

2,267

2,184

3,885

2,878

24,270

Adjusted operating expenses

$ 38,819

$ 36,885

$ 76,264

$ 74,383

POWERFLEET, INC. AND MiX TELEMATICS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Three Months Ended September 30, 2023

Powerfleet Inc.

MiX Telematics

Adjustments to
align disclosure

Pro Forma
Combined

Revenues:

Products

$ 13,233

$ 5,324

$ (610)

$ 17,947

Services

21,010

32,437

610

54,057

Total revenues

34,243

37,761

—

72,004

Cost of revenues:

Cost of products

8,842

3,269

(657)

11,454

Cost of services

8,294

11,218

657

20,169

Total cost of revenues

17,136

14,487

—

31,623

Gross profit

17,107

23,274

—

40,381

Operating expenses:

Selling, general and administrative expenses

17,778

19,163

—

36,941

Research and development expenses

2,426

1,636

—

4,062

Total operating expenses

20,204

20,799

—

41,003

(Loss)/income from operations

(3,097)

2,475

—

(622)

Interest income

23

198

—

221

Interest expense

(154)

(539)

—

(693)

Bargain purchase - Movingdots

—

—

—

—

Other (expense)/income, net

(25)

410

—

385

Net (loss)/income before income taxes

(3,253)

2,544

—

(709)

Income tax expense

(295)

(2,296)

—

(2,591)

Net (loss)/income before non-controlling interest

(3,548)

248

—

(3,300)

Non-controlling interest

—

—

—

—

Net (loss)/income

(3,548)

248

—

(3,300)

Accretion of preferred stock

(1,834)

—

—

(1,834)

Preferred stock dividend

(1,128)

—

—

(1,128)

Net (loss)/income attributable to common stockholders

$ (6,510)

$ 248

$ —

$ (6,262)

Net (loss)/income per share attributable to common
stockholders - basic and diluted

$ (0.18)

$ 0.004

$ (0.06)

Weighted average common shares outstanding - basic

35,653

70,707

106,360

POWERFLEET, INC. AND MiX TELEMATICS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Six Months Ended September 30, 2023

Powerfleet Inc.

MiX Telematics

Adjustments to
align disclosure

Pro Forma
Combined

Revenues:

Products

$ 24,317

$ 9,464

$ (1,311)

$ 32,470

Services

42,018

64,648

1,311

107,977

Total revenues

66,335

74,112

—

140,447

Cost of revenues:

Cost of products

17,392

6,294

(1,301)

22,385

Cost of services

15,818

21,431

1,301

38,550

Total cost of revenues

33,210

27,725

—

60,935

Gross profit

33,125

46,387

—

79,512

Operating expenses:

Selling, general and administrative expenses

34,976

36,540

—

71,516

Research and development expenses

4,646

2,980

—

7,626

Total operating expenses

39,622

39,520

79,142

79,142

(Loss)/income from operations

(6,497)

6,867

—

370

Interest income

45

467

—

512

Interest expense

(327)

(1,040)

—

(1,367)

Bargain purchase - Movingdots

283

—

—

283

Other expense, net

(25)

(299)

—

(324)

Net (loss)/income before income taxes

(6,521)

5,995

—

(526)

Income tax expense

(289)

(4,138)

—

(4,427)

Net (loss)/income before non-controlling interest

(6,810)

1,857

—

(4,953)

Non-controlling interest

(6)

—

—

(6)

Net (loss)/income

(6,816)

1,857

—

(4,959)

Accretion of preferred stock

(3,606)

—

—

(3,606)

Preferred stock dividend

(2,257)

—

—

(2,257)

Net (loss)/income attributable to common stockholders

$ (12,679)

$ 1,857

$ —

$ (10,822)

Net (loss)/income per share attributable to common
stockholders - basic

$ (0.36)

$ 0.03

$ (0.10)

Weighted average common shares outstanding - basic

35,629

70,704

106,333

POWERFLEET, INC. AND MiX TELEMATICS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

March 31, 2024

Powerfleet Inc.

MiX Telematics

Pro Forma
Combined

ASSETS

Current assets:

Cash and cash equivalents

$ 24,354

$ 26,737

$ 51,091

Restricted cash

85,310

794

86,104

Accounts receivables, net

30,333

24,675

55,008

Inventory, net

21,658

4,142

25,800

Deferred costs - current

42

—

42

Prepaid expenses and other current assets

8,091

9,693

17,784

Total current assets

169,788

66,041

235,829

Fixed assets, net

12,719

35,587

48,306

Goodwill

83,487

38,226

121,713

Intangible assets, net

19,652

20,792

40,444

Right-of-use asset

7,428

3,794

11,222

Severance payable fund

3,796

—

3,796

Deferred tax asset

2,781

1,093

3,874

Other assets

9,029

10,061

19,090

Total assets

$ 308,680

$ 175,594

$ 484,274

LIABILITIES

Current liabilities:

Short-term bank debt and current maturities of long-term debt

$ 1,951

$ 20,158

$ 22,109

Accounts payable and accrued expenses

34,008

26,755

60,763

Deferred revenue - current

5,842

6,394

12,236

Lease liability - current

1,789

859

2,648

Total current liabilities

43,590

54,166

97,756

Long-term debt - less current maturities

113,810

—

113,810

Deferred revenue - less current portion

4,892

—

4,892

Lease liability - less current portion

5,921

2,852

8,773

Accrued severance payable

4,597

—

4,597

Deferred tax liability

4,465

14,204

18,669

Other long-term liabilities

2,496

484

2,980

Total liabilities

179,771

71,706

251,477

Convertible redeemable preferred stock: Series A

90,273

—

90,273

STOCKHOLDERS' EQUITY

Preferred stock

—

—

—

Common stock

387

63,455

63,842

Additional paid-in capital

202,607

(2,389)

200,218

Accumulated deficit

(154,796)

76,280

(78,516)

Accumulated other comprehensive loss

(985)

(16,148)

(17,133)

Treasury stock

(8,682)

(17,315)

(25,997)

Total stockholders' equity

38,531

103,883

142,414

Non-controlling interest

105

5

110

Total equity

38,636

103,888

142,524

Total liabilities, convertible redeemable preferred
stock, and stockholders' equity

$ 308,680

$ 175,594

$ 484,274

POWERFLEET, INC. AND MiX TELEMATICS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Six Months Ended September 30, 2023

Powerfleet Inc.

MiX Telematics

Pro Forma
Combined

Cash flows from operating activities

Net (loss)/income

$ (6,816)

$ 1,857

$ (4,959)

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

Non-controlling interest

6

—

6

Gain on bargain purchase

(283)

—

(283)

Inventory reserve

617

33

650

Stock based compensation expense

1,953

565

2,518

Depreciation and amortization

4,807

8,770

13,577

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

1,242

—

1,242

Bad debts expense

933

2,302

3,235

Deferred income taxes

285

2,983

3,268

Other non-cash items

126

2,487

2,613

Changes in operating assets and liabilities:

Accounts receivables

(3,866)

(5,538)

(9,404)

Inventories

(2,023)

465

(1,558)

Prepaid expenses and other current assets

51

(4)

47

Deferred costs

332

(4,437)

(4,105)

Deferred revenue

222

—

222

Accounts payable and accrued expenses

1,498

3,955

5,453

Lease liabilities

(1,247)

—

(1,247)

Accrued severance payable, net

91

—

91

Net cash (used in)/provided by operating activities

(2,072)

13,438

11,366

Cash flows from investing activities:

Capitalized software development costs

(2,047)

(2,917)

(4,964)

Capital expenditures

(1,441)

(8,425)

(9,866)

Deferred consideration paid

—

(267)

(267)

Net cash used in investing activities

(3,488)

(11,609)

(15,097)

Cash flows from financing activities:

Repayment of long-term debt

(2,656)

—

(2,656)

Short-term bank debt, net

4,996

2,332

7,328

Purchase of treasury stock upon vesting of restricted stock

(94)

(546)

(640)

Payment of preferred stock dividend and redemption of preferred stock

(2,257)

—

(2,257)

Proceeds from exercise of stock options, net

36

—

36

Cash paid on dividends to affiliates

—

(2,673)

(2,673)

Net cash from/(used in) financing activities

25

(887)

(862)

Effect of foreign exchange rate changes on cash and cash equivalents

53

(1,384)

(1,331)

Net decrease in cash and cash equivalents, and restricted cash

(5,482)

(442)

(5,924)

Cash and cash equivalents, and restricted cash at beginning of the period

25,089

30,657

55,746

Cash and cash equivalents, and restricted cash at end of the period

$ 19,607

$ 30,215

$ 49,822

Reconciliation of cash, cash equivalents, and restricted
cash, beginning of the period

Cash and cash equivalents

24,780

29,876

54,656

Restricted cash

309

781

1,090

Cash, cash equivalents, and restricted cash, beginning of the period

$ 25,089

$ 30,657

$ 55,746

Reconciliation of cash, cash equivalents, and restricted
cash, end of the period

Cash and cash equivalents

19,297

29,460

48,757

Restricted cash

310

755

1,065

Cash, cash equivalents, and restricted cash, end of the period

$ 19,607

$ 30,215

$ 49,822

Supplemental disclosure of cash flow information:

Cash paid for:

Taxes

$ 115

$ 1,155

$ 1,270

Interest

$ 538

$ 337

$ 875

POWERFLEET, INC. AND MiX TELEMATICS

RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES

(In thousands)

Three Months Ended September 30, 2023

Powerfleet Inc.

MiX Telematics

Pro Forma
Combined

Net (loss)/profit attributable to common stockholders

$ (6,510)

$ 248

$ (6,262)

Non-controlling interest

—

—

—

Preferred stock dividend and accretion

2,962

—

2,962

Interest expense, net

131

341

472

Income tax expense

295

2,296

2,591

Depreciation and amortization

2,485

4,758

7,243

Stock-based compensation

1,101

325

1,426

Foreign currency (gains)/losses

(49)

123

74

Restructuring-related expenses

142

7

149

Contingent consideration remeasurement

—

(514)

(514)

Acquisition related expenses

1,232

796

2,028

Non-recurring transitional service agreement costs

—

121

121

Adjusted EBITDA

$ 1,789

$ 8,501

$ 10,290

POWERFLEET, INC. AND MiX TELEMATICS

RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES

(In thousands)

Six Months Ended September 30, 2023

Powerfleet Inc.

MiX Telematics

Pro Forma
Combined

Net (loss)/profit attributable to common stockholders

$ (12,679)

$ 1,857

$ (10,822)

Non-controlling interest

6

—

6

Preferred stock dividend and accretion

5,863

—

5,863

Interest expense, net

588

574

1,162

Income tax expense

289

4,138

4,427

Depreciation and amortization

4,807

8,770

13,577

Stock-based compensation

1,953

565

2,518

Foreign currency translation

(411)

853

442

Restructuring related expenses

567

30

597

Gain on Bargain purchase - Movingdots

(283)

—

(283)

Net profit on fixed assets

—

(4)

(4)

Contingent consideration remeasurement

—

(538)

(538)

Acquisition related expenses

1,455

796

2,251

Non-recurring transitional service agreement costs

—

121

121

Adjusted EBITDA

$ 2,155

$ 17,162

$ 19,317

POWERFLEET, INC. AND MiX TELEMATICS

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

(In thousands)

Three Months Ended September 30, 2023

Powerfleet Inc.

MiX Telematics

Pro Forma
Combined

Net (loss)/income

$ (3,548)

$ 248

$ (3,300)

Foreign currency (gains)/losses

(49)

123

74

Income tax effect of net foreign exchange gains/(losses)

—

109

109

Restructuring related expenses

142

7

149

Income tax effect of restructuring costs

—

(2)

(2)

Acquisition related expenses

1,232

796

2,028

Non-recurring transitional service agreement costs

—

121

121

Contingent consideration remeasurement

—

(514)

(514)

Income tax effect of contingent consideration remeasurement

—

(5)

(5)

Non-GAAP net (loss)/income

$ (2,223)

$ 883

$ (1,340)

Weighted average shares outstanding

35,653

70,707

106,360

Non-GAAP net (loss)/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)

Six Months Ended September 30, 2023

Powerfleet Inc.

MiX Telematics

Pro Forma
Combined

Net (loss)/income

$ (6,816)

$ 1,857

$ (4,959)

Foreign currency (gains)/losses

(411)

853

442

Income tax effect of net foreign exchange gains

—

534

534

Restructuring related expenses

567

30

597

Income tax effect of restructuring costs

—

(7)

(7)

Acquisition related expenses

1,455

796

2,251

Non-recurring transitional service agreement costs

—

121

121

Contingent consideration remeasurement

—

(538)

(538)

Non-GAAP net (loss)/income

$ (5,205)

$ 3,646

$ (1,559)

Weighted average shares outstanding

35,629

70,704

106,333

Non-GAAP net (loss)/income per share - basic

$ (0.15)

$ 0.05

$ (0.01)

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SOURCE Powerfleet

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