Powerfleet Reports Third Quarter 2025 Financial Results

27
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Q3 revenue rises to $106 million, an increase of 45% year-over-year, with service revenue
representing 77% of total revenue

Adjusted EBITDA climbs to $22 million, an increase of 77%, driving an annual run rate
surpassing $85 million— doubling 2024 adjusted EBITDA

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FY25 full year guidance increased $10 million for revenue and $2.5 million for adjusted
EBITDA

Meaningful increase in adjusted gross margin performance, with total adjusted gross
margins now above 60%, and adjusted service gross margins approaching 70%

 Post-M&A integration ahead of schedule, priming for double digit growth trajectory in FY26

WOODCLIFF LAKE, N.J., Feb. 10, 2025 /PRNewswire/ — Powerfleet, Inc. (Nasdaq: AIOT) reported its financial results for the third quarter ended December 31, 2024. This marks the first full quarter following the closing of the acquisition of Fleet Complete and the third full quarter since closing the business combination with MiX Telematics Ltd (MiX). Prior year comparison numbers are adjusted to reflect the pro-forma financial performance of the business combination with MiX.

THIRD QUARTER 2025 FINANCIAL HIGHLIGHTS

  • Total revenue: Increased by 45% to $106.4 million.
  • Service revenue: Accounted for 77% of total revenue, increasing 45% to $81.7 million, driven by the Fleet Complete acquisition and Unity’s safety-focused solutions.
  • Product revenue: Grew 42% to $24.7 million, driven by the Fleet Complete acquisition and in-warehouse product strength.
  • Gross profit: Increased by 44% to $58.8 million. Gross profit, adjusted for the amortization of acquisition-related intangibles, increased by $23.3 million, or 57%, to $64.2 million.
  • Combined adjusted gross margin: Exceeded 60%, an increase from 55.5% in the prior year, with adjusted service margins expanding by 4.4% to 69.3% and product margins improving by 5.3% to 30.6%.
  • Adjusted EBITDA: Increased 77% to $22.5 million, up from $12.7 million in the prior year, driven by the Fleet Complete acquisition, organic growth, and cost synergies.
  • Exits the quarter with over 2.6 million recurring revenue subscribers actively leveraging the company’s comprehensive suite of solutions

MANAGEMENT COMMENTARY

“Our strategic focus on achieving global scale through accretive M&A transactions has fundamentally reshaped our business. With the rapid follow-up of the Fleet Complete acquisition after the MiX combination, we have built a scaled P&L that sets the stage for long-term growth,” said CEO Steve Towe.

“With these strong financial foundations in place, our primary focus is now on seamlessly integrating the combined businesses, executing our strategic priorities, and positioning Powerfleet for accelerated top-line growth.”

“The process of integration is well underway, as we align our organizational structure to drive sustainable growth and enhance operational excellence. Simultaneously, our cost synergy program remains on track, with $15 million in annualized savings secured exiting the December quarter and more than $16 million targeted by fiscal year-end.”

“On the commercial front, the Fleet Complete acquisition has significantly expanded our market opportunity through scaled channel partnerships with leading telecommunications providers. Our direct sales efforts continue to drive high-value wins, including a major Unity in-warehouse safety solution deal with one of the largest beverage companies in North America, with long-term total contract value revenue potential in the $25 million to $30 million range. Meanwhile, AI camera solutions continue to gain strong traction, with sales volumes up 52% year-over-year through our largest channel partner.”

THIRD QUARTER 2025 FINANCIAL RESULTS

Total revenue increased 45% year-over-year to $106.4 million, driven by the Fleet Complete acquisition and strong in-warehouse product sales, which helped offset headwinds in the U.S. logistics segment. Product revenue grew 42% to $24.7 million, while service revenue rose 45% to $81.7 million, fueled by the Fleet Complete acquisition and Unity’s safety-centric solutions.

Gross profit increased by 44% to $58.8 million. Gross profit, adjusted for the amortization of acquisition-related intangibles, increased by $23.3 million, or 57%, to $64.2 million. Gross margin saw significant expansion, with product gross margin improving to 30.6%, up from 25.3% in the prior year. Service gross margin, adjusted for $5.4 million in non-cash amortization, increased by 4.4% to 69.3%. As a result, the combined adjusted gross margin surpassed 60%, up from 55.5% in the prior year.

Operating expenses totaled $60.0 million, including $6.7 million in one-time transaction and restructuring costs, compared to $5.0 million in the prior year. Excluding these costs, adjusted operating expenses were $53.4 million, up from $37.4 million, with the increase solely attributable to the Fleet Complete acquisition.

Adjusted EBITDA increased 77% to $22.5 million, up from $12.7 million in the prior year, reflecting contributions from the Fleet Complete acquisition, organic growth, and cost synergies. Net loss attributable to common stockholders was $0.11 per share, compared to $0.05 per share in the prior year, reflecting higher transaction costs, interest expense and taxes. After adjusting for one-time expenses and amortization of acquisition-related intangibles, adjusted net income was $0.01 per share, down from $0.03 per share in the prior year. The $0.02 decline was fully accounted for by a $0.07 per share increase in interest expense and taxes.

Net debt exiting the quarter was $229.7 million, consisting of $38.6 million in cash and $268.3 million in total debt. Net debt was below year-end guidance of $235 million, benefiting from the delayed settlement of transaction costs.

FULL-YEAR 2025 FINANCIAL OUTLOOK

We are raising our full-year 2025 guidance to reflect the strength of our year-to-date financial performance and the accounting impact of Fleet Complete’s conversion from Canadian accounting standards to U.S. GAAP.

  • Annual revenue is now expected to exceed $362.5 million, a $10 million increase from our prior guidance of approximately $352.5 million.
  • Adjusted EBITDA is now expected to exceed $75 million, a $2.5 million increase from our prior guidance of $72.5 million, with both figures inclusive of $5 million in secured annualized run-rate synergies.

INVESTOR CONFERENCE CALL
As previously announced, Powerfleet will hold a conference call on Monday, February 10, 2025, at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results for the third quarter fiscal 2025 ended December 31, 2024.

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

Date: Monday, February 10, 2025
Time: 8:30 a.m. Eastern time (5:30 a.m. Pacific time)
Toll Free: 888-506-0062
International: 973-528-0011
Participant Access Code: 466496
The conference call will be broadcast simultaneously and available for replay here and via the investor section of Powerfleet’s website at ir.powerfleet.com.

NON-GAAP FINANCIAL MEASURES 

To supplement its financial statements presented in accordance with Generally Accepted Accounting Principles (GAAP), Powerfleet provides certain non-GAAP measures of financial performance. These non-GAAP measures include adjusted EBITDA, adjusted gross margin, adjusted gross profit, adjusted service margin, adjusted operating expenses, adjusted net income per share and net debt. Reference to these non-GAAP measures should be considered in addition to results prepared under current accounting standards, but are not a substitute for, or superior to, GAAP results. These non-GAAP measures are provided to enhance investors’ overall understanding of Powerfleet’s current financial performance. Specifically, Powerfleet believes the non-GAAP measures provide useful information to both management and investors by excluding certain expenses, gains and losses and fluctuations in currency rates that may not be indicative of its core operating results and business outlook. These non-GAAP measures are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income, gross margin, gross profit, cash flow from operating activities or earnings per share as an indicator of operating performance or liquidity. Because Powerfleet’s method for calculating the non-GAAP measures may differ from other companies’ methods, the non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Reconciliation of all non-GAAP measures included in this press release to the most directly comparable GAAP measures can be found in the financial tables included in this press release.

ABOUT POWERFLEET

Powerfleet (Nasdaq: AIOT; JSE: PWR) is a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset industry. With more than 30 years of experience, Powerfleet unifies business operations through the ingestion, harmonization, and integration of data, irrespective of source, and delivers actionable insights to help companies save lives, time, and money. Powerfleet’s ethos transcends our data ecosystem and commitment to innovation; our people-centric approach empowers our customers to realize impactful and sustained business improvement. The company is headquartered in New Jersey, United States, with offices around the globe. Explore more at www.powerfleet.com. Powerfleet has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board of the Johannesburg Stock Exchange (JSE).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of federal securities laws. Powerfleet’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions.

These forward-looking statements include, without limitation, our expectations with respect to our beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance, as well as anticipated financial impacts of our transactions with MiX Telematics and Fleet Complete. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. Most of these factors are outside our control and are difficult to predict. The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) future economic and business conditions; (ii) integration of our, MiX Telematics’ and Fleet Complete’s businesses and the ability to recognize the anticipated synergies and benefits of the transactions with MiX Telematics and Fleet Complete; (iii) the loss of any of our key customers or reduction in the purchase of our products by any such customers; (iv) the failure of the markets for our products to continue to develop; (v) the negative effects of the transactions on the market price of our securities; (vi) our inability to adequately protect our intellectual property; (vii) our inability to manage growth; (viii) the effects of competition from a wide variety of local, regional, national and other providers of wireless solutions; and (ix) such other factors as are set forth in the periodic reports filed by us with the Securities and Exchange Commission (SEC), including but not limited to those described under the heading “Risk Factors” in our annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC’s website at http://www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

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

Powerfleet Investor Contacts
Carolyn Capaccio and Jody Burfening
Alliance Advisors IR
 AIOTIRTeam@allianceadvisors.com

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

 

POWERFLEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

Three Months Ended December 31,

Nine Months Ended December 31,

2023

2024

2023

2024

Pro Forma
Combined

Consolidated

Pro Forma
Combined

Consolidated

Revenues:

Products

$             17,402

$             24,687

$             49,872

$             63,718

Services

56,233

81,742

164,210

195,159

Total revenues

73,635

106,429

214,082

258,877

Cost of revenues:

Cost of products

12,996

17,129

35,381

43,809

Cost of services

19,762

30,517

58,312

75,294

Total cost of revenues

32,758

47,646

93,693

119,103

Gross profit

40,877

58,783

120,389

139,774

Operating expenses:

Selling, general and administrative
expenses

38,957

55,405

110,473

147,522

Research and development expenses

3,434

4,621

11,060

11,157

Total operating expenses

42,391

60,026

121,533

158,679

Loss from operations

(1,514)

(1,243)

(1,144)

(18,905)

Interest income

341

359

853

831

Interest expense

(1,742)

(7,942)

(3,111)

(14,675)

Bargain purchase – Movingdots

1,517

—

1,800

—

Other income/(expense), net

58

(2,011)

(266)

(961)

Net loss before income taxes

(1,340)

(10,837)

(1,868)

(33,710)

Income tax expense

(670)

(3,513)

(5,097)

(4,821)

Net loss before non-controlling interest

(2,010)

(14,350)

(6,965)

(38,531)

Non-controlling interest

(32)

1

(38)

(17)

Net loss

(2,042)

(14,349)

(7,003)

(38,548)

Accretion of preferred stock

(1,878)

—

(5,484)

—

Preferred stock dividend

(1,129)

—

(3,385)

(25)

Net loss attributable to common
stockholders

$              (5,049)

$            (14,349)

$            (15,872)

$            (38,573)

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

$                (0.05)

$                (0.11)

$                (0.15)

$                (0.33)

Weighted average common shares
outstanding – basic and diluted

106,335

132,189

106,367

115,650

 

POWERFLEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

March 31, 2024

December 31, 2024

Pro Forma

Combined

Consolidated

ASSETS

Current assets:

Cash and cash equivalents

$                    51,091

$                    33,634

Restricted cash

86,104

5,011

Accounts receivables, net

55,008

82,167

Inventory, net

25,800

27,985

Deferred costs – current

42

6

Prepaid expenses and other current assets

17,784

25,455

Total current assets

235,829

174,258

Fixed assets, net

48,306

55,257

Goodwill

121,713

374,939

Intangible assets, net

40,444

263,396

Right-of-use asset

11,222

12,308

Severance payable fund

3,796

4,461

Deferred tax asset

3,874

5,766

Other assets

19,090

18,284

Total assets

$                  484,274

$                  908,669

LIABILITIES

Current liabilities:

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

$                    22,109

$                    34,596

Accounts payable and accrued expenses

60,763

86,481

Deferred revenue – current

12,236

17,912

Lease liability – current

2,648

4,763

Total current liabilities

97,756

143,752

Long-term debt – less current maturities

113,810

233,750

Deferred revenue – less current portion

4,892

3,949

Lease liability – less current portion

8,773

8,268

Accrued severance payable

4,597

4,906

Deferred tax liability

18,669

52,461

Other long-term liabilities

2,980

3,042

Total liabilities

251,477

450,128

Convertible redeemable preferred stock: Series A

90,273

—

STOCKHOLDERS’ EQUITY

Preferred stock

—

—

Common stock

63,842

1,339

Additional paid-in capital

200,218

669,492

Accumulated deficit

(78,516)

(193,345)

Accumulated other comprehensive loss

(17,133)

(7,578)

Treasury stock

(25,997)

(11,518)

Total stockholders’ equity

142,414

458,390

Non-controlling interest

110

151

Total equity

142,524

458,541

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

$                  484,274

$                  908,669

 

POWERFLEET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Nine Months Ended December 31,

2023

2024

Pro Forma
Combined

Consolidated

Cash flows from operating activities

Net loss

$                  (7,003)

$                (38,548)

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

Non-controlling interest

38

17

Gain on bargain purchase

(1,800)

—

Inventory reserve

1,821

1,571

Stock based compensation expense

3,903

8,438

Depreciation and amortization

21,179

33,042

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

2,156

4,284

Derivative mark-to-market adjustment

—

(475)

Bad debts expense

4,900

7,229

Deferred income taxes

2,935

676

Shares issued for transaction bonuses

—

889

Lease termination and modification losses

—

232

Other non-cash items

3,907

727

Changes in operating assets and liabilities:

Accounts receivables

(11,552)

(15,245)

Inventories

(2,030)

2,623

Prepaid expenses and other current assets

381

2,062

Deferred costs

(6,323)

(5,124)

Deferred revenue

(292)

1,031

Accounts payable and accrued expenses

6,117

(15,655)

Lease liabilities

(2,157)

(4,098)

Accrued severance payable, net

(21)

(562)

Net cash provided by/(used in) operating activities

16,159

(16,886)

Cash flows from investing activities:

Acquisition, net of cash assumed

—

(137,112)

Proceeds from sale of fixed assets

—

256

Capitalized software development costs

(7,203)

(7,310)

Capital expenditures

(15,140)

(16,607)

Deferred consideration paid

(1,414)

—

Repayment of loan advanced to external parties

—

294

Net cash used in investing activities

(23,757)

(160,479)

Cash flows from financing activities:

Repayment of long-term debt

(3,079)

(2,140)

Short-term bank debt, net

10,268

11,887

Purchase of treasury stock upon vesting of restricted stock

(643)

(2,836)

Repayment of financing lease

(129)

—

Payment of preferred stock dividend and redemption of preferred stock

(3,385)

(90,298)

Proceeds from private placement, net

—

66,459

Proceeds from long-term debt

—

125,000

Payment of long-term debt costs

—

(1,410)

Proceeds from exercise of stock options, net

36

912

Cash paid on dividends to affiliates

(4,002)

(6)

Net cash (used in)/provided by financing activities

(934)

107,568

Effect of foreign exchange rate changes on cash and cash equivalents

(1,600)

(1,222)

Net decrease in cash and cash equivalents, and restricted cash

(10,132)

(71,019)

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

55,746

109,664

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

$                  45,614

$                  38,645

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

Cash and cash equivalents

54,656

24,354

Restricted cash

1,090

85,310

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

$                  55,746

$                109,664

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

Cash and cash equivalents

44,441

33,634

Restricted cash

1,173

5,011

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

$                  45,614

$                  38,645

Supplemental disclosure of cash flow information:

Cash paid for:

Taxes

$                    1,757

$                    1,052

Interest

$                    1,828

$                  11,517

Noncash investing and financing activities:

Common stock issued for transaction bonus

$                         —

$                           9

Shares issued in connection with MiX Combination

$                         —

$                362,005

Shares issued in connection with Fleet Complete acquisition

$                         —

$                  21,343

Value of licensed intellectual property acquired in connection with
Movingdots acquisition

$                    1,517

$                         —

Preferred stock dividends paid in shares

$                    1,108

$                         —

 

POWERFLEET, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES

(In thousands)

Three Months Ended December 31,

Nine Months Ended December 31,

2023

2024

2023

2024

Pro Forma
Combined

Consolidated

Pro Forma
Combined

Consolidated

Net loss attributable to common stockholders

$           (5,049)

$         (14,349)

$            (15,872)

$        (38,573)

Non-controlling interest

32

(1)

38

17

Preferred stock dividend and accretion

3,007

—

8,870

25

Interest expense, net

1,095

7,583

2,257

13,844

Other expense, net

8

—

32

—

Income tax expense

670

3,513

5,097

4,821

Depreciation and amortization

7,602

13,643

21,179

33,042

Stock-based compensation

1,385

1,138

3,903

8,438

Foreign currency losses

637

543

1,055

1,288

Restructuring-related expenses

144

841

741

3,108

Gain on bargain purchase – Movingdots

(1,517)

—

(1,800)

—

Derivative mark-to-market adjustment

—

1,722

—

(475)

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

—

2,041

—

2,041

Net profit on fixed assets

(45)

—

(49)

—

Contingent consideration remeasurement

(511)

—

(1,049)

—

Acquisition-related expenses

4,885

5,301

7,136

20,872

Integration-related expenses

—

520

—

2,259

Non-recurring transitional service
agreement costs

361

—

482

—

Adjusted EBITDA

$           12,704

$           22,495

$             32,020

$          50,707

 

POWERFLEET, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP NET INCOME FINANCIAL MEASURES

(In thousands)

Three Months Ended December 31,

Nine Months Ended December 31,

2023

2024

2023

2024

Pro Forma
Combined

Consolidated

Pro Forma
Combined

Consolidated

Net loss

$              (2,042)

$            (14,349)

$              (7,003)

$            (38,548)

Incremental intangible assets amortization
expense as a result of MiX Telematics and
Fleet Complete business combinations

—

5,393

—

9,551

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

—

—

—

4,693

Foreign currency losses

637

543

1,055

1,288

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

(644)

1,631

(110)

(225)

Restructuring-related expenses

144

841

741

3,108

Income tax effect of restructuring costs

—

(30)

(7)

(154)

Derivative mark-to-market adjustment

—

1,722

—

(475)

Acquisition-related expenses

4,885

5,301

7,136

20,872

Integration-related expenses

—

520

—

2,259

Non-recurring transitional service
agreement costs

361

—

482

—

Contingent consideration remeasurement

(511)

—

(1,049)

—

Income tax effect of contingent
consideration remeasurement

—

—

—

—

Non-GAAP net income

$                2,830

$                1,572

$               1,245

$               2,369

Weighted average shares outstanding

106,335

132,189

106,367

115,650

Non-GAAP net income per share – basic

$                  0.03

$                  0.01

$                 0.01

$                 0.02

 

POWERFLEET, INC. AND SUBSIDIARIES

ADJUSTED GROSS PROFIT MARGINS

(In thousands)

Three Months Ended December 31,

Nine Months Ended December 31,

2023

2024

2023

2024

Pro Forma Combined

Consolidated

Pro Forma Combined

Consolidated

Revenues:

Products

$          17,402

$         24,687

$          49,872

$         63,718

Services

56,233

81,742

164,210

195,159

Total revenues

73,635

106,429

214,082

258,877

Cost of revenues:

Cost of products

12,996

17,129

35,381

43,809

Cost of services

19,762

30,517

58,312

75,294

Total cost of revenues

32,758

47,646

93,693

119,103

Gross profit

$          40,877

$         58,783

$        120,389

$       139,774

Product margin

25.3 %

30.6 %

29.1 %

31.2 %

Service margin

64.9 %

62.7 %

64.5 %

61.4 %

Total gross profit margin

55.5 %

55.2 %

56.2 %

54.0 %

Incremental intangible assets
amortization expense as a result of
MiX Telematics and Fleet Complete
business combinations

$                 —

$           5,393

$                 —

$           9,551

Inventory rationalization

$                 —

$                  6

$                 —

$              740

Product margin

25.3 %

30.6 %

29.1 %

32.4 %

Service margin

64.9 %

69.3 %

64.5 %

66.3 %

Adjusted total gross profit margin

55.5 %

60.3 %

56.2 %

58.0 %

 

POWERFLEET, INC. AND SUBSIDIARIES

ADJUSTED OPERATING EXPENSES

(In thousands)

Three Months Ended December 31,

Nine Months Ended December 31,

2023

2024

2023

2024

Pro Forma
Combined

Consolidated

Pro Forma
Combined

Consolidated

Total operating expenses

$             42,391

$             60,026

$           121,533

$           158,679

Adjusted for once-off costs

Acquisition-related expenses

4,885

5,301

7,136

20,872

Integration-related costs

—

520

—

2,259

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

—

—

—

4,693

Restructuring-related expenses

144

841

741

3,108

5,029

6,662

7,877

30,932

Adjusted operating expenses

$             37,362

$             53,364

$           113,656

$           127,747

 

POWERFLEET, INC. AND MiX TELEMATICS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

Three Months Ended December 31, 2023

Powerfleet Inc

MiX Telematics

Adjustments to
align disclosure

Pro Forma
Combined

Revenues:

Products

$             12,916

$               5,430

$                 (944)

$             17,402

Services

21,634

33,655

944

56,233

Total revenues

34,550

39,085

—

73,635

Cost of revenues:

Cost of products

10,009

3,645

(658)

12,996

Cost of services

7,162

11,942

658

19,762

Total cost of revenues

17,171

15,587

—

32,758

Gross profit

17,379

23,498

—

40,877

Operating expenses:

Selling, general and administrative
expenses

19,337

19,620

—

38,957

Research and development expenses

2,010

1,424

—

3,434

Total operating expenses

21,347

21,044

—

42,391

(Loss)/income from operations

(3,968)

2,454

—

(1,514)

Interest income

34

307

—

341

Interest expense

(1,138)

(604)

—

(1,742)

Bargain purchase – Movingdots

1,517

—

—

1,517

Other (expense)/income, net

(8)

66

—

58

Net (loss)/income before income taxes

(3,563)

2,223

—

(1,340)

Income tax benefit/(expense)

92

(762)

—

(670)

Net (loss)/income before non-controlling
interest

(3,471)

1,461

—

(2,010)

Non-controlling interest

(32)

—

—

(32)

Net (loss)/income

(3,503)

1,461

—

(2,042)

Accretion of preferred stock

(1,878)

—

—

(1,878)

Preferred stock dividend

(1,129)

—

—

(1,129)

Net (loss)/income attributable to
common stockholders

$              (6,510)

$               1,461

$                    —

$              (5,049)

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

$                (0.18)

$                 0.02

$                (0.05)

Weighted average common shares
outstanding – basic

35,706

70,629

106,335

 

POWERFLEET, INC. AND MiX TELEMATICS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

Nine Months Ended December 31, 2023

Powerfleet Inc

MiX Telematics

Adjustments to
align disclosure

Pro Forma
Combined

Revenues:

Products

$             37,232

$             14,895

$              (2,255)

$             49,872

Services

63,652

98,303

2,255

164,210

Total revenues

100,884

113,198

—

214,082

Cost of revenues:

Cost of products

27,402

9,938

(1,959)

35,381

Cost of services

22,980

33,373

1,959

58,312

Total cost of revenues

50,382

43,311

—

93,693

Gross profit

50,502

69,887

—

120,389

Operating expenses:

Selling, general and administrative
expenses

54,312

56,161

—

110,473

Research and development expenses

6,657

4,403

—

11,060

Total operating expenses

60,969

60,564

—

121,533

(Loss)/income from operations

(10,467)

9,323

—

(1,144)

Interest income

79

774

—

853

Interest expense

(1,466)

(1,645)

—

(3,111)

Bargain purchase – Movingdots

1,800

—

—

1,800

Other expense, net

(32)

(234)

—

(266)

Net (loss)/income before income taxes

(10,086)

8,218

—

(1,868)

Income tax expense

(197)

(4,900)

—

(5,097)

Net (loss)/income before non-controlling
interest

(10,283)

3,318

—

(6,965)

Non-controlling interest

(38)

—

—

(38)

Net (loss)/income

(10,321)

3,318

—

(7,003)

Accretion of preferred stock

(5,484)

—

—

(5,484)

Preferred stock dividend

(3,385)

—

—

(3,385)

Net (loss)/income attributable to
common stockholders

$            (19,190)

$               3,318

$                    —

$            (15,872)

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

$                (0.54)

$                 0.05

$                (0.15)

Weighted average common shares
outstanding – basic

35,655

70,712

106,367

 

POWERFLEET, INC. AND MiX TELEMATICS
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

March 31, 2024

Powerfleet Inc

MiX Telematics

Pro Forma
Combined

ASSETS

Current assets:

Cash and cash equivalents

$             24,354

$             26,737

$             51,091

Restricted cash

85,310

794

86,104

Accounts receivables, net

30,333

24,675

55,008

Inventory, net

21,658

4,142

25,800

Deferred costs – current

42

—

42

Prepaid expenses and other current assets

8,091

9,693

17,784

Total current assets

169,788

66,041

235,829

Fixed assets, net

12,719

35,587

48,306

Goodwill

83,487

38,226

121,713

Intangible assets, net

19,652

20,792

40,444

Right-of-use asset

7,428

3,794

11,222

Severance payable fund

3,796

—

3,796

Deferred tax asset

2,781

1,093

3,874

Other assets

9,029

10,061

19,090

Total assets

$           308,680

$           175,594

$           484,274

LIABILITIES

Current liabilities:

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

$               1,951

$             20,158

$             22,109

Accounts payable and accrued expenses

34,008

26,755

60,763

Deferred revenue – current

5,842

6,394

12,236

Lease liability – current

1,789

859

2,648

Total current liabilities

43,590

54,166

97,756

Long-term debt – less current maturities

113,810

—

113,810

Deferred revenue – less current portion

4,892

—

4,892

Lease liability – less current portion

5,921

2,852

8,773

Accrued severance payable

4,597

—

4,597

Deferred tax liability

4,465

14,204

18,669

Other long-term liabilities

2,496

484

2,980

Total liabilities

179,771

71,706

251,477

Convertible redeemable preferred stock: Series A

90,273

—

90,273

STOCKHOLDERS’ EQUITY

Preferred stock

—

—

—

Common stock

387

63,455

63,842

Additional paid-in capital

202,607

(2,389)

200,218

Accumulated deficit

(154,796)

76,280

(78,516)

Accumulated other comprehensive loss

(985)

(16,148)

(17,133)

Treasury stock

(8,682)

(17,315)

(25,997)

Total stockholders’ equity

38,531

103,883

142,414

Non-controlling interest

105

5

110

Total equity

38,636

103,888

142,524

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

$           308,680

$           175,594

$           484,274

 

POWERFLEET, INC. AND MiX TELEMATICS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Nine Months Ended December 31, 2023

Powerfleet Inc

MiX Telematics

Pro Forma
Combined

Cash flows from operating activities

Net (loss)/income

$            (10,321)

$               3,318

$              (7,003)

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

Non-controlling interest

38

—

38

Gain on bargain purchase

(1,800)

—

(1,800)

Inventory reserve

1,498

323

1,821

Stock based compensation expense

3,076

827

3,903

Depreciation and amortization

7,155

14,024

21,179

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

2,156

—

2,156

Bad debts expense

1,339

3,561

4,900

Deferred income taxes

(378)

3,313

2,935

Other non-cash items

58

3,849

3,907

Changes in operating assets and liabilities:

Accounts receivables

(2,284)

(9,268)

(11,552)

Inventories

(1,506)

(524)

(2,030)

Prepaid expenses and other current assets

876

(495)

381

Deferred costs

440

(6,763)

(6,323)

Deferred revenue

(292)

—

(292)

Accounts payable and accrued expenses

4,765

1,352

6,117

Lease liabilities

(2,157)

—

(2,157)

Accrued severance payable, net

(21)

—

(21)

Net cash provided by operating activities

2,642

13,517

16,159

Cash flows from investing activities:

Capitalized software development costs

(2,949)

(4,254)

(7,203)

Capital expenditures

(2,364)

(12,776)

(15,140)

Deferred consideration paid

—

(1,414)

(1,414)

Net cash used in investing activities

(5,313)

(18,444)

(23,757)

Cash flows from financing activities:

Repayment of long-term debt

(3,079)

—

(3,079)

Short-term bank debt, net

4,322

5,946

10,268

Purchase of treasury stock upon vesting of restricted stock

(97)

(546)

(643)

Repayment of financing lease

(129)

—

(129)

Payment of preferred stock dividend and redemption of
preferred stock

(3,385)

—

(3,385)

Proceeds from exercise of stock options, net

36

—

36

Cash paid on dividends to affiliates

—

(4,002)

(4,002)

Net cash (used in)/from financing activities

(2,332)

1,398

(934)

Effect of foreign exchange rate changes on cash and cash
equivalents

(754)

(846)

(1,600)

Net decrease in cash and cash equivalents, and restricted
cash

(5,757)

(4,375)

(10,132)

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

25,089

30,657

55,746

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

$             19,332

$             26,282

$             45,614

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

Cash and cash equivalents

24,780

29,876

54,656

Restricted cash

309

781

1,090

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

$             25,089

$             30,657

$             55,746

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

Cash and cash equivalents

19,022

25,419

44,441

Restricted cash

310

863

1,173

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

$             19,332

$             26,282

$             45,614

Supplemental disclosure of cash flow information:

Cash paid for:

Taxes

$                  170

$               1,587

$               1,757

Interest

$               1,273

$                  555

$               1,828

Noncash investing and financing activities:

Value of licensed intellectual property acquired in
connection with Movingdots acquisition

$               1,517

$                    —

$               1,517

Preferred stock dividends paid in shares

$               1,108

$                    —

$               1,108

 

POWERFLEET, INC. ANDMiX TELEMATICS

RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES

(In thousands)

Three Months Ended December 31, 2023

Powerfleet Inc

MiX Telematics

Pro Forma
Combined

Net (loss)/profit attributable to common stockholders

$              (6,510)

$               1,461

$          (5,049)

Non-controlling interest

32

—

32

Preferred stock dividend and accretion

3,007

—

3,007

Interest expense, net

798

297

1,095

Other expense, net

8

—

8

Income tax (benefit)/expense

(92)

762

670

Depreciation and amortization

2,348

5,254

7,602

Stock-based compensation

1,123

262

1,385

Foreign currency (gains)/losses

144

493

637

Restructuring-related expenses

144

—

144

Gain on bargain purchase – Movingdots

(1,517)

—

(1,517)

Net profit on fixed assets

—

(45)

(45)

Contingent consideration remeasurement

—

(511)

(511)

Acquisition-related expenses

3,685

1,200

4,885

Non-recurring transitional service agreement costs

—

361

361

Adjusted EBITDA

$               3,170

$               9,534

$          12,704

 

POWERFLEET, INC. AND MiX TELEMATICS

RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES

(In thousands)

Nine Months Ended December 31, 2023

Powerfleet Inc

MiX Telematics

Pro Forma
Combined

Net (loss)/profit attributable to common stockholders

$            (19,190)

$               3,318

$            (15,872)

Non-controlling interest

38

—

38

Preferred stock dividend and accretion

8,870

—

8,870

Interest expense, net

1,386

871

2,257

Other expense, net

32

—

32

Income tax expense

197

4,900

5,097

Depreciation and amortization

7,155

14,024

21,179

Stock-based compensation

3,076

827

3,903

Foreign currency translation

(291)

1,346

1,055

Restructuring-related expenses

711

30

741

Gain on Bargain purchase – Movingdots

(1,800)

—

(1,800)

Net profit on fixed assets

—

(49)

(49)

Contingent consideration remeasurement

—

(1,049)

(1,049)

Acquisition-related expenses

5,140

1,996

7,136

Non-recurring transitional service agreement costs

—

482

482

Adjusted EBITDA

$               5,324

$             26,696

$             32,020

 

POWERFLEET, INC. ANDMiX TELEMATICS

RECONCILIATION OF GAAP TO NON-GAAP NET INCOME FINANCIAL MEASURES

(In thousands)

Three Months Ended December 31, 2023

Powerfleet Inc

MiX Telematics

Pro Forma
Combined

Net (loss)/income

$              (3,503)

$               1,461

$              (2,042)

Foreign currency losses

144

493

637

Income tax effect of net foreign exchange losses

—

(644)

(644)

Restructuring-related expenses

144

—

144

Acquisition-related expenses

3,685

1,200

4,885

Non-recurring transitional service agreement costs

—

361

361

Contingent consideration remeasurement

—

(511)

(511)

Non-GAAP net income

$                  470

$               2,360

$               2,830

Weighted average shares outstanding

35,706

70,629

106,335

Non-GAAP net income per share – basic

$                 0.01

$                 0.03

$                 0.03

 

POWERFLEET, INC. ANDMiX TELEMATICS

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

(In thousands)

Nine Months Ended December 31, 2023

Powerfleet Inc

MiX Telematics

Pro Forma
Combined

Net (loss)/income

$            (10,321)

$               3,318

$              (7,003)

Foreign currency (gains)/losses

(291)

1,346

1,055

Income tax effect of net foreign exchange losses

—

(110)

(110)

Restructuring-related expenses

711

30

741

Income tax effect of restructuring costs

—

(7)

(7)

Acquisition-related expenses

5,140

1,996

7,136

Non-recurring transitional service agreement costs

—

482

482

Contingent consideration remeasurement

—

(1,049)

(1,049)

Non-GAAP net (loss)/income

$              (4,761)

$               6,006

$               1,245

Weighted average shares outstanding

35,655

70,712

106,367

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

$                (0.13)

$                 0.08

$                 0.01

 

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SOURCE Powerfleet