WOODCLIFF LAKE, N.J., April 5,
2024 /PRNewswire/ -- Powerfleet, Inc. (Nasdaq: PWFL)
today announced its intention to adjust its historical accounting
treatment for the redemption premium associated with its Series A
convertible preferred stock, which was fully redeemed in connection
with the closing of the Company's business combination with MiX
Telematics Limited on April 2, 2024,
due to a technical accounting issue. This will result in the
restatement of its financial statements for the fiscal years ended
December 31, 2021 and 2022, and for
each of the interim periods during the 2022 and 2023 fiscal
years.
The technical accounting issue was identified during the final
stages of the preparation for filing of the Company's financial
statements for the fiscal year ended December 31, 2023 and has been determined by the
Company to require adjustment to comply with Generally Accepted
Accounting Principles. In connection with the restatement, the
Company expects to voluntarily revise the financial statements for
the same periods to make other unrelated and immaterial revisions.
This action follows a comprehensive review by the Company's
management and audit committee.
The company is working diligently to finalize the restatement
process. The company is committed to completing this process as
swiftly as reasonably possible and is well positioned to file the
2023 Form 10-K with the Securities and Exchange Commission in April
2024.
Key points of the restatement:
- Adjustment details: The change in the accounting
treatment of the preferred stock results in a non-cash charge in
arriving at "Net loss attributable to common stockholders," an
increase in "Convertible redeemable preferred stock" and a
reduction in "Additional paid-in capital."
- No anticipated adverse impact on previous statements
of operations, cash flows and adjusted EBITDA: The change in
the accounting treatment of the preferred stock is not expected to
adversely impact previously reported revenues, net loss, cash flows
or adjusted EBITDA for the fiscal years ended December 31, 2021, 2022 and 2023 and for each of
the interim periods during the 2022 and 2023 fiscal years.
As a result of the Restatement, the Company was late in the
filing of its Annual Report on Form 10-K for the fiscal year ended
December 31, 2023 (the "2023 Form
10-K") and received written notice from the Listing Qualifications
Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying it
that it did not timely file the 2023 Form 10-K, as required
pursuant to Nasdaq Listing Rule 5250(c)(1). Under Nasdaq rules,
Powerfleet has 60 calendar days from the date of the written notice
to submit to Nasdaq a plan to regain compliance with Nasdaq Listing
Rule 5250(c)(1).
Powerfleet's common stock will continue to be listed and traded
on The Nasdaq Global Market during the 60-day grace period, subject
to its compliance with the other continued listing requirements of
The Nasdaq Global Market.
ABOUT POWERFLEET
Powerfleet (Nasdaq: PWFL; 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. All
statements contained in this press release that do not relate to
matters of historical fact should be considered forward-looking
statements. For example, forward-looking statements include,
without limitation, statements regarding Powerfleet's anticipated
filing of the 2023 Form 10-K, the details of the accounting
restatement and the expected impact of such restatement on prior
period financial results. These forward-looking statements are
based on management's current expectations. These statements are
neither promises nor guarantees and are subject to risks described
from time to time in Powerfleet's periodic filings with the
Securities and Exchange Commission. The forward-looking statements
included in this press release are made only as of the date of this
press release, and, unless otherwise required by applicable law,
Powerfleet assumes no obligation to update any forward-looking
statements, and expressly disclaims any obligation to do so,
whether as a result of new information, future events or
otherwise.
Powerfleet Investor Contacts
Jody Burfening and Carolyn Capaccio
LHA Investor Relations
AIOTIRTeam@lhai.com
Powerfleet Media Contact
Andrea Hayton
ahayton@powerfleet.com
+1 (610) 401-1999
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SOURCE Powerfleet