Focused execution following the business
combination with MiX Telematics evidenced by annual revenue and
AEBITDA growth of +10% and +50%, respectively
Revenue Grows 10.2% annually to $75.4 million, driven by unity ecosystem and
safety-centric solutions
Cost synergy traction with $8.7 million in annual run-rate savings secured
by end of June quarter
WOODCLIFF LAKE, N.J., Aug. 22,
2024 /PRNewswire/ -- Powerfleet, Inc.
(Nasdaq: AIOT), reported its financial results for the first
quarter ended June 30, 2024. This
marks the first full quarter post-close of the MiX Telematics Ltd.
business combination with prior year comparison numbers adjusted to
reflect the pro forma financial performance of the combined
businesses.
FIRST QUARTER 2025 HIGHLIGHTS
- Total revenue was $75.4 million,
up 10.2% year-over-year, driven by the strength of our
safety-centric product solutions.
- Product revenue rose by 29% year-over-year to $18.7 million, reflecting strong demand for our
differentiated product offerings; building our recurring revenue
base; and contributing to a 7% expansion in product gross
margin.
- Excluding the impact of non-cash charges from the amortization
of acquisition-related intangibles, gross profit increased by
$3.5 million, or 9.0%.
- Adjusted EBITDA, a non-GAAP metric, totaled $13.7 million, a significant 52.2% increase
year-over-year, driven by strong topline performance and the
realization of initial cost synergies.
MANAGEMENT COMMENTARY
"I'm incredibly proud of the traction we've gained and the
significant progress our team has made following the close of the
MiX Telematics transaction in early April", said CEO
Steve Towe. "The successful
execution of our integration strategy is already evident in our
strong financial performance this quarter, with a 10% increase in
combined revenue and a remarkable 50% rise in adjusted EBITDA
compared to the prior year. This reflects our ability to drive
radical change without disrupting operations, setting a solid
foundation for sustained growth."
"Our strategic rationale behind the MiX transaction was clear:
securing scale is critical to distinguishing our combined business
from competitors and aligning with market leaders as the core
telematics industry rapidly transforms. By leveraging our Unity
ecosystem's advanced AI platforms and next-generation data
capabilities, we are poised to thrive in a market that increasingly
values innovation and agility."
"We are also off to a strong start in achieving our
cost synergy commitments, securing $8.7
million in annual savings within the first 90 days. These
savings have provided us with the flexibility to make targeted
investments in our go-to-market and customer success teams, leading
to a 30% increase in our sales force in the coming months. As we
continue to work towards our target of $27
million in savings, we remain focused on scaling our
operations and driving sustainable growth as we advance toward our
goal of rule 40 performance over the next two years."
FIRST QUARTER 2025 FINANCIAL RESULTS
Total revenue for the quarter increased by 10.2% year-over-year
to $75.4 million, up from
$68.4 million in the same period last
year. This growth was largely driven by the continued success of
the company's differentiated safety-centric product solutions, with
product revenue increasing over 29% to $18.7
million.
Service revenue grew by 5% year-over-year to $56.7 million. This performance highlights the
strength of the Unity product strategy and the benefits of
operating at scale globally, which helped mitigate the impact of
previously disclosed churn in the legacy MiX customer base and
macro and geopolitical pressures in certain regions, such as
Israel.
Combined gross margin of 52.6% includes a $3.0 million non-cash expense for the
amortization of acquisition-related intangibles from the MiX
business combination. Excluding this expense, adjusted gross margin
was 56.5%, compared to 57.2% in the prior year, with the current
period's performance partially affected by a higher proportion of
product sales.
Operating expenses for the quarter totaled $57.9 million, including $20.4 million in one-time transaction,
restructuring, and accelerated stock-based compensation costs. On
an adjusted basis, excluding these one-time costs, operating
expenses were $37.5 million and in
line with the prior year.
The company reported a net loss attributable to common
stockholders of $22.3 million, or
$(0.21) per share, compared to
$(0.04) in the prior year. However,
after adjusting for one-time expenses and the amortization of
acquisition-related intangibles, adjusted earnings per share was
$0.00 for the current year.
Adjusted EBITDA increased by 52.2% to $13.7 million from $9.0
million in the previous year. This growth was driven by
strong topline performance, resulting in a $3.5 million increase in gross margin after
accounting for the impact of the amortization of
acquisition-related intangibles.
The company ended the quarter with net debt of $108.2 million, comprising $31.4 million in cash and $139.6 million in total debt. After accounting
for unsettled transaction costs, pro forma net debt was
$114 million versus $110 million at the MiX transaction close date.
The $4 million increase in pro forma
net debt was primarily driven by an increase in net working capital
of $7.0 million that is directly
attributable to higher receivables following strong topline
performance.
FULL-YEAR 2025 FINANCIAL OUTLOOK
The company is reiterating its updated guidance from the
August 6th fireside chat. Full-year
2025 revenue is expected to exceed $300
million, an increase from the initial guidance of
approximately $300 million. Adjusted
EBITDA is anticipated to exceed $60
million, inclusive of an incremental $5 million in secured exit run-rate cost
synergies, compared to its initial guidance of around $60 million.
INVESTOR CONFERENCE CALL
As previously announced, Powerfleet will hold a conference call
on Thursday, August 22, 2024, at
8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results for
the quarter ended June 30, 2024.
Management will make prepared remarks followed by a
question-and-answer session.
Date: Thursday, August 22,
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: 263975
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 and adjusted earnings per share.
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; TASE: PWFL) 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.
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 transaction with MiX Telematics. 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 and MiX Telematics' businesses and the
ability to recognize the anticipated synergies and benefits of the
transaction with MiX Telematics; (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 transaction 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"), including our transition report on Form 10-KT for the
period from January 1, 2024 to
March 31, 2024 and our quarterly
report on Form 10-Q for the quarter ended June 30, 2024, 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
AIOTIRTeam@lhai.com
Powerfleet Media Contact
Andrea Hayton
ahayton@powerfleet.com
+1 (610) 401-1999
|
POWERFLEET, INC. AND
SUBSIDIARIES
Condensed
Consolidated Statements of Operations
(In thousands,
except per share data)
|
|
|
Three Months Ended
June 30,
|
|
2023
|
|
2024
|
|
Pro Forma
combined
|
|
Consolidated
|
|
Revenues:
|
|
|
|
|
Products
|
$
14,523
|
|
$
18,738
|
|
Services
|
53,920
|
|
56,692
|
|
Total
revenues
|
68,443
|
|
75,430
|
|
|
|
|
|
Cost of
revenues:
|
|
|
|
|
Cost of
products
|
10,931
|
|
12,751
|
|
Cost of
services
|
18,381
|
|
23,031
|
|
Total cost of
revenues
|
29,312
|
|
35,782
|
|
|
|
|
|
Gross profit
|
39,131
|
|
39,648
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
Selling, general and
administrative expenses
|
34,575
|
|
54,782
|
|
Research and
development expenses
|
3,565
|
|
3,101
|
|
Total operating
expenses
|
38,140
|
|
57,883
|
|
|
|
|
|
Gain/(loss) from
operations
|
991
|
|
(18,235)
|
|
|
|
|
|
Interest
income
|
291
|
|
304
|
|
Interest
expense
|
(676)
|
|
(2,691)
|
|
Bargain purchase -
Movingdots
|
283
|
|
—
|
|
Other income,
net
|
(709)
|
|
(624)
|
|
|
|
|
|
Net gain/(loss) before
income taxes
|
180
|
|
(21,246)
|
|
|
|
|
|
Income tax
expense
|
(1,836)
|
|
(1,053)
|
|
|
|
|
|
Net loss before
non-controlling interest
|
(1,656)
|
|
(22,299)
|
|
Non-controlling
interest
|
(6)
|
|
(13)
|
|
|
|
|
|
Net loss
|
(1,662)
|
|
(22,312)
|
|
|
|
|
|
Accretion of preferred
stock
|
(1,772)
|
|
—
|
|
Preferred stock
dividend
|
(1,128)
|
|
(25)
|
|
|
|
|
|
Net loss attributable
to common stockholders
|
$
(4,562)
|
|
$
(22,337)
|
|
|
|
|
|
Net loss per share
attributable to common stockholders - basic and diluted
|
$
(0.04)
|
|
$
(0.21)
|
|
|
|
|
|
Weighted average common
shares outstanding - basic and diluted
|
106,390
|
|
107,136
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
Condensed
Consolidated Balance Sheets
(In thousands,
except per share data)
|
|
|
|
March 31,
2024
|
|
June 30,
2024
|
|
|
Pro Forma
combined
|
|
Consolidated
|
|
ASSETS
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
51,091
|
|
$
30,242
|
|
Restricted
cash
|
|
86,104
|
|
1,151
|
|
Accounts
receivables
|
|
55,008
|
|
60,132
|
|
Inventory,
net
|
|
25,800
|
|
25,832
|
|
Deferred costs -
current
|
|
42
|
|
24
|
|
Prepaid expenses and
other current assets
|
|
17,784
|
|
16,498
|
|
Total current
assets
|
|
235,829
|
|
133,879
|
|
Fixed assets,
net
|
|
48,306
|
|
49,705
|
|
Goodwill
|
|
121,713
|
|
300,775
|
|
Intangible assets,
net
|
|
40,444
|
|
170,093
|
|
Right-of-use
asset
|
|
11,222
|
|
10,722
|
|
Severance payable
fund
|
|
3,796
|
|
3,760
|
|
Deferred tax
asset
|
|
3,874
|
|
3,544
|
|
Other assets
|
|
19,090
|
|
12,435
|
|
Total
assets
|
|
$
484,274
|
|
$
684,913
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
Short-term bank debt
and current maturities of long-term debt
|
|
$
22,109
|
|
$
27,604
|
|
Accounts payable and
accrued expenses
|
|
60,763
|
|
68,771
|
|
Deferred revenue -
current
|
|
12,236
|
|
10,019
|
|
Lease liability -
current
|
|
2,648
|
|
2,441
|
|
Contingent
consideration
|
|
—
|
|
—
|
|
Total current
liabilities
|
|
97,756
|
|
108,835
|
|
Long-term debt - less
current maturities
|
|
113,810
|
|
111,957
|
|
Deferred revenue - less
current portion
|
|
4,892
|
|
4,825
|
|
Lease liability - less
current portion
|
|
8,773
|
|
8,555
|
|
Accrued severance
payable
|
|
4,597
|
|
4,533
|
|
Deferred tax
liability
|
|
18,669
|
|
52,645
|
|
Other long-term
liabilities
|
|
2,980
|
|
3,015
|
|
Total
liabilities
|
|
251,477
|
|
294,365
|
|
|
|
|
|
|
Convertible redeemable
preferred stock:
|
|
90,273
|
|
—
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
Preferred
stock
|
|
—
|
|
—
|
|
Common stock
|
|
63,842
|
|
1,096
|
|
Additional paid-in
capital
|
|
200,218
|
|
578,514
|
|
Accumulated
deficit
|
|
(78,516)
|
|
(177,108)
|
|
Accumulated other
comprehensive loss
|
|
(17,133)
|
|
(567)
|
|
Treasury
stock
|
|
(25,997)
|
|
(11,518)
|
|
|
|
|
|
|
Total stockholders'
equity
|
|
142,414
|
|
390,417
|
|
Non-controlling
interest
|
|
110
|
|
131
|
|
Total
equity
|
|
142,524
|
|
390,548
|
|
|
|
|
|
|
Total liabilities,
convertible redeemable preferred stock, and
stockholders' equity
|
|
$
484,274
|
|
$
684,913
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
Condensed
Consolidated Statements of Cash Flows
(In
thousands)
|
|
|
|
Three Months Ended
June 30,
|
|
|
2023
|
|
2024
|
|
|
Pro Forma
combined
|
|
Consolidated
|
|
Cash flows from
operating activities
|
|
|
|
|
|
Net loss
|
|
$
(1,662)
|
|
$
(22,312)
|
|
Adjustments to
reconcile net loss to cash used in operating activities:
|
|
|
|
|
|
Non-controlling
interest
|
|
6
|
|
13
|
|
Gain on bargain
purchase
|
|
(283)
|
|
—
|
|
Inventory
reserve
|
|
443
|
|
257
|
|
Stock based
compensation expense
|
|
1,092
|
|
5,929
|
|
Depreciation and
amortization
|
|
6,334
|
|
10,335
|
|
Right-of-use assets,
non-cash lease expense
|
|
660
|
|
760
|
|
Bad debts
expense
|
|
1,416
|
|
1,993
|
|
Deferred income
taxes
|
|
1,990
|
|
1,021
|
|
Shares issued for
transaction bonuses
|
|
—
|
|
891
|
|
Other non-cash
items
|
|
1,760
|
|
481
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
Accounts
receivables
|
|
(4,008)
|
|
(6,973)
|
|
Inventories
|
|
984
|
|
(624)
|
|
Prepaid expenses and
other current assets
|
|
(38)
|
|
(1,518)
|
|
Deferred
costs
|
|
(1,677)
|
|
(1,789)
|
|
Deferred
revenue
|
|
58
|
|
(142)
|
|
Accounts payable and
accrued expenses
|
|
(1,991)
|
|
4,993
|
|
Lease
liabilities
|
|
(650)
|
|
(927)
|
|
Accrued severance
payable, net
|
|
88
|
|
(2)
|
|
|
|
|
|
|
Net cash generated
by/(used in) operating activities
|
|
4,522
|
|
(7,615)
|
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
|
|
Acquisition, net of
cash assumed
|
|
—
|
|
27,531
|
|
Capitalized software
development costs
|
|
(2,352)
|
|
(2,308)
|
|
Capital
expenditures
|
|
(4,582)
|
|
(5,586)
|
|
|
|
|
|
|
Net cash (used
in)/provided by investing activities
|
|
(6,934)
|
|
19,637
|
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
|
|
Repayment of long-term
debt
|
|
(1,875)
|
|
(493)
|
|
Short-term bank debt,
net
|
|
2,800
|
|
4,161
|
|
Purchase of treasury
stock upon vesting of restricted stock
|
|
(4)
|
|
(2,836)
|
|
Payment of preferred
stock dividend and redemption of preferred stock
|
|
(1,128)
|
|
(90,298)
|
|
Proceeds from exercise
of stock options, net
|
|
36
|
|
—
|
|
Cash paid on dividends
to affiliates
|
|
(1,331)
|
|
(4)
|
|
|
|
|
|
|
Net cash used in
financing activities
|
|
(1,502)
|
|
(89,470)
|
|
|
|
|
|
|
Effect of foreign
exchange rate changes on cash and cash equivalents
|
|
(1,930)
|
|
(824)
|
|
Net decrease in cash
and cash equivalents, and restricted cash
|
|
(5,844)
|
|
(78,272)
|
|
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
|
|
$
49,902
|
|
$
31,393
|
|
|
|
|
|
|
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
|
|
48,830
|
|
30,242
|
|
Restricted
cash
|
|
1,072
|
|
1,151
|
|
Cash, cash equivalents,
and restricted cash, end of the period
|
|
$
49,902
|
|
$
31,393
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
|
Cash paid
for:
|
|
|
|
|
|
Taxes
|
|
$
273
|
|
$
41
|
|
Interest
|
|
$
356
|
|
$
3,057
|
|
|
|
|
|
|
Noncash investing and
financing activities:
|
|
|
|
|
|
Common stock issued
for transaction bonus
|
|
$
—
|
|
$
9
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
RECONCILIATION OF
GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES
(In
thousands)
|
|
|
Three Months Ended
June 30,
|
|
2023
|
|
2024
|
|
Pro Forma
combined
|
|
Consolidated
|
|
Net loss attributable
to common stockholders
|
$
(4,562)
|
|
$
(22,337)
|
|
Non-controlling
interest
|
6
|
|
13
|
|
Preferred stock
dividend and accretion
|
2,901
|
|
25
|
|
Interest
expense
|
690
|
|
2,916
|
|
Other expense,
net
|
—
|
|
1
|
|
Income tax
expense
|
1,836
|
|
1,053
|
|
Depreciation and
amortization
|
6,334
|
|
10,335
|
|
Stock-based
compensation
|
1,092
|
|
5,929
|
|
Foreign Currency
Translation
|
368
|
|
108
|
|
Restructuring Related
Expenses
|
448
|
|
1,198
|
|
Gain on Bargain
purchase - Movingdots
|
(283)
|
|
—
|
|
Net profit on fixed
assets
|
(4)
|
|
—
|
|
Contingent
consideration remeasurement
|
(24)
|
|
—
|
|
Acquisition related
expenses
|
223
|
|
14,494
|
|
Adjusted
EBITDA
|
$
9,025
|
|
$
13,735
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
RECONCILIATION OF
GAAP TO NON-GAAP NET INCOME (LOSS) FINANCIAL
MEASURES
(In
thousands)
|
|
|
Three Months Ended
June 30,
|
|
2023
|
|
2024
|
|
Pro Forma
combined
|
|
Consolidated
|
|
Net loss
|
$
(1,662)
|
|
$
(22,312)
|
|
Incremental Intangible
assets amortization expense as a result of MiX
Telematics business combination
|
—
|
|
2,995
|
|
Stock-based
compensation (non-recurring/accelerated cost)
|
—
|
|
4,693
|
|
Foreign currency
translation
|
368
|
|
108
|
|
Income tax effect
of net foreign exchange gains/(losses)
|
425
|
|
(747)
|
|
Restructuring
related expenses
|
448
|
|
1,198
|
|
Income tax effect
of restructuring costs
|
(5)
|
|
(103)
|
|
Acquisition
related expenses
|
223
|
|
14,494
|
|
Non-GAAP net
(loss)/income
|
$
(203)
|
|
$
326
|
|
|
|
|
|
Weighted average shares
outstanding
|
106,390
|
|
$
107,136
|
|
|
|
|
|
Non-GAAP net
(loss)/income per share - basic
|
(0.002)
|
|
$
0.003
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
ADJUSTED GROSS
PROFIT MARGINS
(In
thousands)
|
|
|
Three Months Ended
June 30,
|
|
2023
|
|
2024
|
|
Pro Forma
combined
|
|
Consolidated
|
|
Revenues:
|
|
|
|
|
Products
|
$
14,523
|
|
$
18,738
|
|
Services
|
53,920
|
|
56,692
|
|
Total
revenues
|
68,443
|
|
75,430
|
|
|
|
|
|
Cost of
revenues:
|
|
|
|
|
Cost of
products
|
10,931
|
|
12,751
|
|
Cost of
services
|
18,381
|
|
23,031
|
|
Total cost of
revenues
|
29,312
|
|
35,782
|
|
|
|
|
|
Gross profit
|
39,131
|
|
39,648
|
|
|
|
|
|
Product
Margin
|
24.7 %
|
|
32.0 %
|
|
Service
Margin
|
65.9 %
|
|
59.4 %
|
|
Total Gross profit
margin
|
57.2 %
|
|
52.6 %
|
|
|
|
|
|
Incremental Intangible
assets amortization expense as a result of MiX
Telematics business combination
|
—
|
|
2,995
|
|
|
|
|
|
Product
Margin
|
24.7 %
|
|
32.0 %
|
|
Service
Margin
|
65.9 %
|
|
64.7 %
|
|
Adjusted Total Gross
profit margin
|
57.2 %
|
|
56.5 %
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
ADJUSTED OPERATING
EXPENSES
(In
thousands)
|
|
|
Three Months Ended
June 30,
|
|
2023
|
|
2024
|
|
Pro Forma
combined
|
|
Consolidated
|
|
Total operating
expenses
|
$
38,140
|
|
$
57,883
|
|
Adjusted for once-off
costs
|
|
|
|
|
Acquisition related
expenses
|
223
|
|
14,494
|
|
Stock-based
compensation (non-recurring/accelerated cost)
|
—
|
|
4,693
|
|
Restructuring Related
Expenses
|
448
|
|
1,198
|
|
$
671
|
|
$
20,385
|
|
|
|
|
|
Adjusted operating
expenses
|
$
37,469
|
|
$
37,498
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
Condensed
Consolidated Statements of Operations
(In thousands,
except per share data)
|
|
|
Year Ended March
31,
|
|
2023
|
|
2024
|
|
Pro Forma
combined
|
|
Consolidated
|
|
Revenues:
|
|
|
|
|
Products
|
$
70,397
|
|
$
67,665
|
|
Services
|
210,072
|
|
219,239
|
|
Total
revenues
|
280,469
|
|
286,904
|
|
|
|
|
|
Cost of
revenues:
|
|
|
|
|
Cost of
products
|
51,143
|
|
48,316
|
|
Cost of
services
|
71,486
|
|
79,636
|
|
Total cost of
revenues
|
122,629
|
|
127,952
|
|
|
|
|
|
Gross profit
|
157,840
|
|
158,952
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
Selling, general and
administrative expenses
|
138,566
|
|
151,839
|
|
Research and
development expenses
|
13,049
|
|
14,793
|
|
Total operating
expenses
|
151,615
|
|
166,632
|
|
|
|
|
|
Gain/(loss) from
operations
|
6,225
|
|
(7,680)
|
|
|
|
|
|
Interest
income
|
1,241
|
|
1,480
|
|
Interest
expense
|
(689)
|
|
(4,521)
|
|
Bargain purchase -
Movingdots
|
7,234
|
|
1,800
|
|
Other income/(expense),
net
|
1,622
|
|
(266)
|
|
|
|
|
|
Net gain/(loss) before
income taxes
|
15,633
|
|
(9,187)
|
|
|
|
|
|
Income tax
expense
|
(9,749)
|
|
(7,014)
|
|
|
|
|
|
Net gain/(loss) before
non-controlling interest
|
5,884
|
|
(16,201)
|
|
Non-controlling
interest
|
2
|
|
(50)
|
|
|
|
|
|
Net
gain/(loss)
|
5,886
|
|
(16,251)
|
|
|
|
|
|
Accretion of preferred
stock
|
(6,210)
|
|
(15,480)
|
|
Preferred stock
dividend
|
(4,310)
|
|
(4,514)
|
|
|
|
|
|
Net loss attributable
to common stockholders
|
$
(4,634)
|
|
$
(36,245)
|
|
|
|
|
|
Net loss per share
attributable to common stockholders - basic and diluted
|
$
(0.04)
|
|
$
(0.34)
|
|
|
|
|
|
Weighted average common
shares outstanding - basic and diluted
|
106,073
|
|
106,894
|
|
POWERFLEET, INC. AND
SUBSIDIARIES
RECONCILIATION OF
GAAP TO NON-GAAP NET INCOME (LOSS) FINANCIAL
MEASURES
(In
thousands)
|
|
|
Year Ended March
31,
|
|
2023
|
|
2024
|
|
Pro Forma
combined
|
|
Consolidated
|
|
Net loss attributable
to common stockholders
|
$
(4,634)
|
|
$
(36,245)
|
|
Non-controlling
interest
|
(2)
|
|
49
|
|
Preferred stock
dividend and accretion
|
10,520
|
|
19,995
|
|
Interest
expense
|
947
|
|
3,192
|
|
Other expense,
net
|
67
|
|
87
|
|
Income tax
expense
|
9,749
|
|
7,014
|
|
Depreciation and
amortization
|
24,072
|
|
29,548
|
|
Stock-based
compensation
|
5,220
|
|
5,214
|
|
Foreign Currency
Translation
|
(3,191)
|
|
1,493
|
|
Restructuring Related
Expenses
|
2,445
|
|
1,065
|
|
Gain on Bargain
purchase - Movingdots
|
(7,234)
|
|
(1,800)
|
|
Impairment of
long-lived assets
|
104
|
|
139
|
|
Net profit on sale of
fixed assets
|
(25)
|
|
(115)
|
|
Non-recurring
transitional service agreement costs
|
—
|
|
482
|
|
Contingent
consideration remeasurement
|
(504)
|
|
(1,299)
|
|
Acquisition related
expenses
|
1101
|
|
14,313
|
|
Adjusted
EBITDA
|
$
38,635
|
|
$
43,132
|
|
POWERFLEET, INC, AND
MiX TELEMATICS
Condensed
Consolidated Statements of Operations
(In thousands,
except per share data)
|
|
Three Months Ended
June 30, 2023
|
|
Powerfleet
Inc
|
|
MiX
Telematics
|
|
Adjustments to
align disclosure
|
|
Pro Forma
Consolidated
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Products
|
$
11,084
|
|
$
4,140
|
|
$
(701)
|
|
$
14,523
|
|
Services
|
21,008
|
|
32,211
|
|
701
|
|
53,920
|
|
Total
revenues
|
32,092
|
|
36,351
|
|
—
|
|
68,443
|
|
|
|
|
|
|
|
|
|
Cost of
revenues:
|
|
|
|
|
|
|
|
|
Cost of
products
|
8,550
|
|
3,025
|
|
(644)
|
|
10,931
|
|
Cost of
services
|
7,524
|
|
10,213
|
|
644
|
|
18,381
|
|
Total cost of
revenues
|
16,074
|
|
13,238
|
|
—
|
|
29,312
|
|
|
|
|
|
|
|
|
|
Gross profit
|
16,018
|
|
23,113
|
|
—
|
|
39,131
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses
|
17,198
|
|
17,377
|
|
—
|
|
34,575
|
|
Research and
development expenses
|
2,221
|
|
1,344
|
|
—
|
|
3,565
|
|
Total operating
expenses
|
19,419
|
|
18,721
|
|
—
|
|
38,140
|
|
|
|
|
|
|
|
|
|
(Loss)/gain from
operations
|
(3,401)
|
|
4,392
|
|
—
|
|
991
|
|
|
|
|
|
|
|
|
|
Interest
income
|
22
|
|
269
|
|
—
|
|
291
|
|
Interest
expense
|
(174)
|
|
(502)
|
|
—
|
|
(676)
|
|
Bargain purchase -
Movingdots
|
283
|
|
—
|
|
—
|
|
283
|
|
Other expense,
net
|
—
|
|
(709)
|
|
—
|
|
(709)
|
|
|
|
|
|
|
|
|
|
Net (loss)/gain before
income taxes
|
(3,270)
|
|
3,450
|
|
—
|
|
180
|
|
|
|
|
|
|
|
|
|
Income tax
benefit/(expense)
|
6
|
|
(1,842)
|
|
—
|
|
(1,836)
|
|
|
|
|
|
|
|
|
|
Net (loss)/profit
before non-controlling interest
|
(3,264)
|
|
1,608
|
|
—
|
|
(1,656)
|
|
Non-controlling
interest
|
(6)
|
|
—
|
|
—
|
|
(6)
|
|
|
|
|
|
|
|
|
|
Net
(loss)/profit
|
(3,270)
|
|
1,608
|
|
—
|
|
(1,662)
|
|
|
|
|
|
|
|
|
|
Accretion of preferred
stock
|
(1,772)
|
|
—
|
|
—
|
|
(1,772)
|
|
Preferred stock
dividend
|
(1,128)
|
|
—
|
|
—
|
|
(1,128)
|
|
|
|
|
|
|
|
|
|
Net (loss)/profit
attributable to common stockholders
|
$
(6,170)
|
|
$
1,608
|
|
$
—
|
|
$
(4,562)
|
|
|
|
|
|
|
|
|
|
Net (loss)/profit per
share attributable to
common stockholders - basic and diluted
|
$
(0.17)
|
|
$
0.02
|
|
|
|
$
(0.04)
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding -
basic and diluted
|
35,605
|
|
70,785
|
|
|
|
106,390
|
|
POWERFLEET, INC, AND
MiX TELEMATICS
Condensed
Consolidated Balance Sheets
(In
thousands)
|
|
|
|
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
|
|
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:
|
|
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)
|
|
|
|
Three Months Ended
June 30, 2023
|
|
|
Powerfleet
Inc.
|
|
MiX
Telematics
|
|
Pro Forma
Combined
|
|
Cash flows from
operating activities
|
|
|
|
|
|
|
|
Net loss
|
|
$
(3,270)
|
|
$
1,608
|
|
$
(1,662)
|
|
Adjustments to
reconcile net loss to cash used in operating activities:
|
|
|
|
|
|
$
—
|
|
Non-controlling
interest
|
|
6
|
|
—
|
|
6
|
|
Gain on bargain
purchase
|
|
(283)
|
|
—
|
|
(283)
|
|
Inventory
reserve
|
|
373
|
|
70
|
|
443
|
|
Stock based
compensation expense
|
|
852
|
|
240
|
|
1,092
|
|
Depreciation and
amortization
|
|
2,322
|
|
4,012
|
|
6,334
|
|
Right-of-use assets,
non-cash lease expense
|
|
660
|
|
—
|
|
660
|
|
Bad debts
expense
|
|
598
|
|
818
|
|
1,416
|
|
Deferred income
taxes
|
|
(24)
|
|
2,014
|
|
1,990
|
|
Other non-cash
items
|
|
29
|
|
1,731
|
|
1,760
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
—
|
|
Accounts
receivables
|
|
(668)
|
|
(3,340)
|
|
(4,008)
|
|
Inventories
|
|
389
|
|
595
|
|
984
|
|
Prepaid expenses and
other current assets
|
|
344
|
|
(382)
|
|
(38)
|
|
Deferred
costs
|
|
185
|
|
(1,862)
|
|
(1,677)
|
|
Deferred
revenue
|
|
58
|
|
—
|
|
58
|
|
Accounts payable and
accrued expenses
|
|
(1,466)
|
|
(525)
|
|
(1,991)
|
|
Lease
liabilities
|
|
(650)
|
|
—
|
|
(650)
|
|
Accrued severance
payable, net
|
|
88
|
|
—
|
|
88
|
|
|
|
|
|
|
|
|
Net cash (used
in)/provided by operating activities
|
|
(457)
|
|
4,979
|
|
4,522
|
|
|
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
|
|
|
|
Capitalized software
development costs
|
|
(997)
|
|
(1,355)
|
|
(2,352)
|
|
Capital
expenditures
|
|
(966)
|
|
(3,616)
|
|
(4,582)
|
|
|
|
|
|
|
|
|
Net cash used in
investing activities
|
|
(1,963)
|
|
(4,971)
|
|
(6,934)
|
|
|
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
|
|
|
|
Repayment of long-term
debt
|
|
(1,329)
|
|
(546)
|
|
(1,875)
|
|
Short-term bank debt,
net
|
|
2,737
|
|
63
|
|
2,800
|
|
Purchase of treasury
stock upon vesting of restricted stock
|
|
(4)
|
|
—
|
|
(4)
|
|
Payment of preferred
stock dividend and redemption of preferred stock
|
|
(1,128)
|
|
—
|
|
(1,128)
|
|
Proceeds from exercise
of stock options, net
|
|
36
|
|
—
|
|
36
|
|
Cash paid on dividends
to affiliates
|
|
—
|
|
(1,331)
|
|
(1,331)
|
|
|
|
|
|
|
|
|
Net cash from/(used
in) financing activities
|
|
312
|
|
(1,814)
|
|
(1,502)
|
|
|
|
|
|
|
|
|
Effect of foreign
exchange rate changes on cash and cash equivalents
|
|
(943)
|
|
(987)
|
|
(1,930)
|
|
Net decrease in cash
and cash equivalents, and restricted cash
|
|
(3,051)
|
|
(2,793)
|
|
(5,844)
|
|
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
|
|
$
22,038
|
|
$
27,864
|
|
$
49,902
|
|
|
|
|
|
|
|
|
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
|
|
21,729
|
|
27,101
|
|
48,830
|
|
Restricted
cash
|
|
309
|
|
763
|
|
1,072
|
|
Cash, cash equivalents,
and restricted cash, end of the period
|
|
$
22,038
|
|
$
27,864
|
|
$
49,902
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
|
|
|
Cash paid
for:
|
|
|
|
|
|
|
|
Taxes
|
|
$
101
|
|
$
172
|
|
$
273
|
|
Interest
|
|
$
238
|
|
$
118
|
|
$
356
|
|
|
|
|
|
|
|
|
Noncash investing and
financing activities:
|
|
|
|
|
|
|
|
Common stock issued
for transaction bonus
|
|
$
—
|
|
$
—
|
|
$
—
|
|
|
|
|
|
|
|
|
|
POWERFLEET INC, AND
MiX TELEMATICS
RECONCILIATION OF
GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES
(In
thousands)
|
|
|
Three Months Ended
June 30, 2023
|
|
Powerfleet
Inc.
|
|
MiX
Telematics
|
|
Pro Forma
Combined
|
|
Net loss attributable
to common stockholders
|
$
(6,170)
|
|
$
1,608
|
|
$
(4,562)
|
|
Non-controlling
interest
|
6
|
|
—
|
|
6
|
|
Preferred stock
dividend and accretion
|
2,901
|
|
—
|
|
2,901
|
|
Interest expense,
net
|
457
|
|
233
|
|
690
|
|
Income tax
(benefit)/expense
|
(6)
|
|
1,842
|
|
1,836
|
|
Depreciation and
amortization
|
2,322
|
|
4,012
|
|
6,334
|
|
Stock-based
compensation
|
852
|
|
240
|
|
1,092
|
|
Foreign Currency
Translation
|
(362)
|
|
730
|
|
368
|
|
Restructuring Related
Expenses
|
425
|
|
23
|
|
448
|
|
Gain on Bargain
purchase - Movingdots
|
(283)
|
|
—
|
|
(283)
|
|
Net profit on sale of
fixed assets
|
—
|
|
(4)
|
|
(4)
|
|
Contingent
consideration remeasurement
|
—
|
|
(24)
|
|
(24)
|
|
Acquisition related
expenses
|
223
|
|
0
|
|
223
|
|
Adjusted
EBITDA
|
$
365
|
|
$
8,660
|
|
$
9,025
|
|
POWERFLEET, INC. AND
MIX TELEMATICS
RECONCILIATION OF
GAAP TO NON-GAAP NET INCOME (LOSS) FINANCIAL
MEASURES
(In
thousands)
|
|
|
Three Months Ended
June 30, 2023
|
|
Powerfleet
Inc.
|
|
MiX
Telematics
|
|
Pro Forma
Combined
|
|
Net
(loss)/income
|
$
(3,270)
|
|
$
1,608
|
|
$
(1,662)
|
|
Foreign currency
translation
|
(362)
|
|
730
|
|
368
|
|
Income tax effect of
net foreign exchange (losses)/gains
|
—
|
|
425
|
|
425
|
|
Restructuring related
expenses
|
425
|
|
23
|
|
448
|
|
Income tax effect of
restructuring costs
|
—
|
|
(5)
|
|
(5)
|
|
Acquisition related
expenses
|
223
|
|
—
|
|
223
|
|
Non-GAAP net
(loss)/income
|
$
(2,984)
|
|
$
2,781
|
|
$
(203)
|
|
|
|
|
|
|
|
Weighted average shares
outstanding
|
35,605
|
|
70,785
|
|
106,390
|
|
|
|
|
|
|
|
Non-GAAP net
(loss)/income per share - basic
|
$
(0.084)
|
|
$
0.039
|
|
$
(0.002)
|
|
|
|
|
|
|
|
POWERFLEET, INC, AND
MiX TELEMATICS
Condensed
Consolidated Statements of Operations
(In thousands,
except per share data)
|
|
|
Year Ended March 31,
2023
|
|
Powerfleet
Inc
|
|
MiX
Telematics
|
|
Adjustments to
align disclosure
|
|
Pro Forma
Combined
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Products
|
$
54,934
|
|
$
18,337
|
|
$
(2,874)
|
|
$
70,397
|
|
Services
|
80,542
|
|
126,656
|
|
2,874
|
|
210,072
|
|
Total
revenues
|
135,476
|
|
144,993
|
|
—
|
|
280,469
|
|
|
|
|
|
|
|
|
|
Cost of
revenues:
|
|
|
|
|
|
|
|
|
Cost of
products
|
39,660
|
|
14,054
|
|
(2,571)
|
|
51,143
|
|
Cost of
services
|
28,842
|
|
40,073
|
|
2,571
|
|
71,486
|
|
Total cost of
revenues
|
68,502
|
|
54,127
|
|
—
|
|
122,629
|
|
|
|
|
|
|
|
|
|
Gross profit
|
66,974
|
|
90,866
|
|
—
|
|
157,840
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses
|
64,856
|
|
73,710
|
|
—
|
|
138,566
|
|
Research and
development expenses
|
7,458
|
|
5,591
|
|
—
|
|
13,049
|
|
Total operating
expenses
|
72,314
|
|
79,301
|
|
—
|
|
151,615
|
|
|
|
|
|
|
|
|
|
(Loss)/income from
operations
|
(5,340)
|
|
11,565
|
|
—
|
|
6,225
|
|
|
|
|
|
|
|
|
|
Interest
income
|
82
|
|
1,159
|
|
—
|
|
1,241
|
|
Interest
expense
|
757
|
|
(1,446)
|
|
—
|
|
(689)
|
|
Bargain purchase -
Movingdots
|
7,234
|
|
—
|
|
—
|
|
7,234
|
|
Other income,
net
|
(67)
|
|
1,689
|
|
—
|
|
1,622
|
|
|
|
|
|
|
|
|
|
Net income before
income taxes
|
2,666
|
|
12,967
|
|
—
|
|
15,633
|
|
|
|
|
|
|
|
|
|
Income tax
expense
|
(1,304)
|
|
(8,445)
|
|
—
|
|
(9,749)
|
|
|
|
|
|
|
|
|
|
Net loss before
non-controlling interest
|
1,362
|
|
4,522
|
|
—
|
|
5,884
|
|
Non-controlling
interest
|
2
|
|
—
|
|
—
|
|
2
|
|
|
|
|
|
|
|
|
|
Net income
|
1,364
|
|
4,522
|
|
—
|
|
5,886
|
|
|
|
|
|
|
|
|
|
Accretion of preferred
stock
|
(6,210)
|
|
—
|
|
—
|
|
(6,210)
|
|
Preferred stock
dividend
|
(4,310)
|
|
—
|
|
—
|
|
(4,310)
|
|
|
|
|
|
|
|
|
|
Net (loss)/income
attributable to common stockholders
|
$
(9,156)
|
|
$
4,522
|
|
$
—
|
|
$
(4,634)
|
|
|
|
|
|
|
|
|
|
Net (loss)/income per
share attributable to
common stockholders - basic and diluted
|
$
(0.26)
|
|
$
0.06
|
|
$
—
|
|
$
(0.04)
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding -
basic and diluted
|
35,548
|
|
70,525
|
|
—
|
|
106,073
|
|
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
align disclosure
|
|
Pro Forma
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 expenses
|
76,144
|
|
75,695
|
|
—
|
|
151,839
|
|
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 income,
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 interest
|
(18,786)
|
|
2,585
|
|
—
|
|
(16,201)
|
|
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 common stockholders
|
$
(38,830)
|
|
$
2,585
|
|
$
—
|
|
$
(36,245)
|
|
|
|
|
|
|
|
|
|
Net (loss)/income per
share attributable to
common stockholders - basic and diluted
|
$
(1.08)
|
|
$
0.04
|
|
|
|
$
(0.34)
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding -
basic and diluted
|
35,813
|
|
71,081
|
|
|
|
106,894
|
|
POWERFLEET INC, AND
MiX TELEMATICS
RECONCILIATION OF
GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES
(In
thousands)
|
|
|
Year Ended March 31,
2023
|
|
Powerfleet
Inc.
|
|
MiX
Telematics
|
|
Pro Forma
Combined
|
|
Net loss attributable
to common stockholders
|
$
(9,156)
|
|
$
4,522
|
|
$
(4,634)
|
|
Non-controlling
interest
|
(2)
|
|
—
|
|
(2)
|
|
Preferred stock
dividend and accretion
|
10,520
|
|
—
|
|
10,520
|
|
Interest expense,
net
|
660
|
|
287
|
|
947
|
|
Other expense,
net
|
67
|
|
—
|
|
67
|
|
Income tax
expense
|
1,304
|
|
8,445
|
|
9,749
|
|
Depreciation and
amortization
|
8,463
|
|
15,609
|
|
24,072
|
|
Stock-based
compensation
|
4,718
|
|
502
|
|
5,220
|
|
Foreign Currency
Translation
|
(2,081)
|
|
(1,110)
|
|
(3,191)
|
|
Restructuring Related
Expenses
|
1,423
|
|
1,022
|
|
2,445
|
|
Gain on Bargain
purchase - Movingdots
|
(7,234)
|
|
—
|
|
(7,234)
|
|
Impairment of
long-lived assets
|
—
|
|
104
|
|
104
|
|
Net profit on sale of
fixed assets
|
—
|
|
(25)
|
|
(25)
|
|
Contingent
consideration remeasurement
|
—
|
|
(504)
|
|
(504)
|
|
Acquisition related
expenses
|
317
|
|
784
|
|
1,101
|
|
Adjusted
EBITDA
|
$
8,999
|
|
$
29,636
|
|
$
38,635
|
|
|
Year Ended March 31,
2024
|
|
Powerfleet
Inc.
|
|
MiX
Telematics
|
|
Pro Forma
Combined
|
|
Net loss attributable
to common stockholders
|
$
(38,830)
|
|
$
2,585
|
|
$
(36,245)
|
|
Non-controlling
interest
|
49
|
|
—
|
|
49
|
|
Preferred stock
dividend and accretion
|
19,995
|
|
—
|
|
19,995
|
|
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 sale of
fixed assets
|
—
|
|
(115)
|
|
(115)
|
|
Non-recurring
transitional service agreement costs
|
—
|
|
482
|
|
482
|
|
Contingent
consideration remeasurement
|
—
|
|
(1,299)
|
|
(1,299)
|
|
Acquisition related
expenses
|
11218
|
|
3095
|
|
14,313
|
|
Adjusted
EBITDA
|
$
7,244
|
|
$
35,888
|
|
$
43,132
|
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SOURCE Powerfleet