Powerfleet Inc.

22/08/2024 | Press release | Distributed by Public on 22/08/2024 20:15

Powerfleet Reports First Quarter 2025 Financial Results

Powerfleet Reports First Quarter 2025 Financial Results

Dennis FerreiraAugust 22, 2024

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
[email protected]

Powerfleet Media Contact
Andrea Hayton
[email protected]
+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

Released August 22, 2024