AIOT 10-K & 10-Q changes, risk factors and insider trading
Powerfleet, Inc. · Nasdaq · Communications Equipment, Nec · CIK 1774170 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Disruptions in our global supply chain, performance issues with subcontractors, or our reliance on a limited number of suppliers for critical components may materially and adversely affect our ability to manufacture and deliver products and may reduce our revenues and gross margins.”
New heading “We use AI and machine learning in our products and operations, but these technologies are rapidly evolving and subject to operational and regulatory risks, and failures or regulatory constraints in their development or use could adversely affect our business, results of operations and reputation.”
New heading “Our revenue may be adversely affected if we lose one or more significant customers or if such customers reduce or delay purchases.”
New heading “We have incurred significant additional indebtedness in connection with acquisitions, refinancing activities, business integration initiatives and general corporate financing needs, which could adversely affect our financial condition, liquidity and operating flexibility.”
New heading “Failure to maintain effective internal control over financial reporting could adversely affect our business and investor confidence.”
Removed heading “Conditions and changes in the global economic environment may adversely affect our business and financial results.”
Removed heading “Inaccurate output from AI could result in brand and reputation damage.”
Removed heading “In connection with the MiX Combination and the FC Acquisition, we have incurred significant additional indebtedness to finance the redemption of our then-outstanding Series A convertible preferred stock and the acquisition of Fleet Complete.”
Removed heading “We have reported material weaknesses in our internal control over financial reporting. If we fail to remediate the identified material weaknesses and maintain effective internal control, our ability to produce accurate and timely financial statements could be impaired, which may adversely affect our business, results of operations, and investor and customer confidence.”
Removed heading “Our manufacturers rely on a limited number of suppliers for several significant components and raw materials used in our products. If we or our manufacturers are unable to obtain these components or raw materials on a timely or cost-effective basis, we will be unable to meet our customers’ orders, which could reduce our revenues, subject us to claims for damages and adversely affect our relationships with our customers.”
Largest changes
“We are dependent on sales to customers outside the United States. Our international sales are likely to account for a significant percentage of our products and services revenue for the foreseeable future. As a result, the occurrence of any international, political, economic or geographic event (for example, restrictions on international trade, imposition of tariffs, global supply chain disruptions, inflation and other cost increases, and the conflict in the Middle East, could result in a significant decline in our revenue. In addition, compliance with complex foreign and U.S. …”see in full comparison
“The global economy continues to be adversely affected by stock market volatility, tightening of credit markets, concerns of inflation, restrictions on international trade, adverse business conditions and liquidity concerns. These events and the related uncertainty about future economic conditions could negatively impact our customers and, among other things, postpone their decision-making, decrease their spending and jeopardize or delay their ability or willingness to make payment obligations, any of which could adversely affect our business and results of operations. …”see in full comparison
“Compliance with complex foreign and U.S. laws and regulations applicable to our international operations may increase our cost of doing business. These laws and regulations include, among others, data privacy and localization rules, anti-corruption laws (including the U.S. Foreign Corrupt Practices Act), export controls, economic and trade sanctions, and competition laws. These laws and regulations are complex, evolving and, in some cases, subject to differing interpretations and enforcement priorities across jurisdictions. …”see in full comparison
“Given our global operations, we may be exposed to risks that our products or services may be provided, directly or indirectly, to restricted parties or jurisdictions, including through third-party distributors, resellers, partners or other intermediaries that may not fully comply with applicable sanctions and export control laws and regulations. …”see in full comparison
“We source a significant number of components, including semiconductors and telecommunications hardware, from a globally distributed network of suppliers and rely on third‑party subcontractors for product assembly, testing and logistics and may be subject to export controls, import restrictions and other regulatory requirements affecting sourcing, shipment and end use of such components. …”see in full comparison
“The availability of certain critical components, particularly semiconductors, remains constrained due to global supply chain imbalances, capacity limitations and geopolitical tensions. Although conditions in the semiconductor market have stabilized somewhat, the broader supply chain remains subject to risks, including extended lead times, input cost inflation, production bottlenecks and macroeconomic disruptions. Events such as trade restrictions, tariffs, sanctions, natural disasters, regional conflicts and labor shortages continue to affect both our direct suppliers and upstream vendors.”see in full comparison
Full comparison: every changed paragraph (158)
In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating the Company’sCompany and our business. OurThe risks described below could materially and adversely affect our business, financial condition or results of operations could be materially and adversely affected by any of these risks.operations. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also adversely affect our business, financial condition or results of operations. The summary below is not exhaustive, and investors should read this “Risk Factors” section in full. These and other risks are described in more detail in this Item 1A. Risk Factors.
Our business is subject to numerous risks and uncertainties, including those highlighteddescribed inunder the section titled “Risk Factors” immediately following this summary. These risks include, among others, the following:
•We may not fully realize all of the anticipated benefits of theour MiX Combinationacquisitions and theongoing FCbusiness Acquisition,transformation initiatives, and the continuedthese integration ofand thebusiness businessestransformation initiatives may involve challenges that could adversely affect our business, financial condition and results of operations.operations, including our financial reporting and internal control over financial reporting.
•We areAs an international companycompany, we are exposed to macroeconomic, geopolitical, trade, sanctions and may be susceptible to several political, economic, trade and geographicregulatory risks that could harmmaterially and adversely affect our business.business and financial results.
•Conditions and changes in the global economic environment may adversely affect our business and financial results.
•Disruptions in our global supply chainchain, performance issues with subcontractors, or failuresour byreliance subcontractorson coulda limited number of suppliers for critical components may materially and adversely affect our business,ability financialto conditionmanufacture and resultsdeliver ofproducts operations.and may reduce our revenues and gross margins.
•If we are unable to keep up with rapid technological change, we may be unable to meet the needs of our customers.customers, which could materially and adversely affect our financial condition and results of operations and reduce our ability to increase our market share.
•We use AI and machine learning in our products and operations, but these technologies are rapidly evolving and subject to operational and regulatory risks, and failures or regulatory constraints in their development or use could adversely affect our business, results of operations and reputation.
•Inaccurate output from AI could result in brand and reputation damage.
•The industry in which we operate is highly competitive, and competitive pressures from existing and new companies.companies could have a material adverse effect on our financial condition and results of operations.
•We have incurred significant additional indebtedness in connection with acquisitions, refinancing activities, business integration initiatives and general corporate financing needs, which could adversely affect our financial condition, liquidity and operating flexibility.
•In connection with the MiX Combination and the FC Acquisition, we have incurred significant additional indebtedness to finance the redemption of our then-outstanding Series A convertible preferred stock and the acquisition of Fleet Complete.
•The terms of the A&R Credit Agreement restrict Powerfleet Israel’s and Pointer’s current and future operations, particularly their ability to respond to changes or to take certain actions.
•Failure to maintain effective internal control over financial reporting could adversely affect our business and investor confidence.
•We have reported material weaknesses in our internal control over financial reporting. If we fail to remediate the identified material weaknesses and maintain effective internal control, our ability to produce accurate and timely financial statements could be impaired, which may adversely affect our business, results of operations, and investor and customer confidence.
•Our manufacturers rely on a limited number of suppliers for several significant components and raw materials used in our products. If we or our manufacturers are unable to obtain these components or raw materials on a timely or cost-effective basis, we will be unable to meet our customers’ orders, which could reduce our revenues, subject us to claims for damages and adversely affect our relationships with our customers.
•Our Amended and Restated Certificate of Incorporation, as amended provides that the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal actions between us and our stockholders, which could limit stockholders’ ability to obtain a judicial forum viewed by the stockholders as more favorable for disputes with us or our directors, officers or employees,employees; and the enforceability of the exclusive forum provision may be subject to uncertainty.
We may not fully realize all of the anticipated benefits of theour MiX Combinationacquisitions and theongoing FCbusiness Acquisition,transformation initiatives, and the continuedthese integration ofand thebusiness businessestransformation initiatives may involve challenges that could adversely affect our business, financial condition and results of operations.operations, including our financial reporting and internal control over financial reporting.
We have completed the acquisitions of MiX Telematics and Fleet Complete and have made progress in integrating these businesses into our operations. In addition, we recently completed the acquisition of RTS Solutions Africa (Pty) Ltd., and expect to commence integration activities following the fiscal year end. While integration activities have progressed and certain operational efficiencies and strategic benefits have been realized, integration, optimization and transformation initiatives remain ongoing, and we may not fully realize the anticipated strategic, operational and financial benefits of these transactions within the expected timeframe, or at all.
As a result, during transition periods, we may experience, among other things:
•inefficiencies and increased costs associated with maintaining multiple systems and processes;
•data inconsistencies and challenges in achieving a unified view of customers, operations and financial performance;
•delays in realizing anticipated cost savings, operational efficiencies and revenue synergies;
•challenges in standardizing, implementing and maintaining effective internal controls, including controls over financial reporting;
•system disruptions, data inaccuracies, temporary control deficiencies, reliance on parallel systems and manual processes, which could adversely affect our financial reporting, billing, revenue recognition and customer data integrity during the integration period;
•disruptions to customer relationships or employee retention during ongoing transformation efforts; and
•failure, disruption or delays in implementation that could adversely affect our operations and our ability to execute on our strategy.
In addition, our ability to realize the anticipated benefits of these acquisitions and transformation initiatives depends on a number of factors, including our ability to continue executing integration activities effectively, retain key personnel, and manage broader macroeconomic and industry conditions.
If we are unable to effectively complete these integration and optimization efforts, or if such efforts are more costly or time-consuming than anticipated, our business, financial condition and results of operations could be materially and adversely affected.
While we have made meaningful progress integrating MiX Telematics and Fleet Complete into our operations, the ultimate success of the MiX Combination and the FC Acquisition remains subject to a number of risks and uncertainties, including our ability to fully integrate their respective operations, technologies and personnel with our existing business. We believe these transactions will provide strategic benefits and operational synergies, including cost savings, increased scale and enhanced customer offerings, but such benefits may not be realized within the anticipated timeframe, or at all.
Integrating three historically independent businesses continues to present operational, cultural and logistical challenges and may involve unexpected costs or delays. These challenges include, among other things: combining operational, financial and administrative functions; integrating enterprise resource planning (“ERP”) and other IT systems; harmonizing policies, procedures and internal controls; aligning product and service offerings; consolidating facilities and infrastructure; managing geographically dispersed operations; retaining and integrating key employees; aligning human resources practices; addressing cultural differences; coordinating sales and marketing strategies; and preserving relationships with customers, vendors and other business partners. While progress has been made, any failure to effectively address these matters may adversely affect our ability to realize all of the anticipated benefits of the MiX Combination and the FC Acquisition.
There can be no assurance that the combined business will perform as expected or that the anticipated synergies, including those related to optimizing operating models, eliminating redundancies, reallocating investments or enhancing free cash flow generation, will be fully achieved. The aggregate consideration paid in connection with the MiX Combination and the FC Acquisition may ultimately exceed the value realized from these transactions, and our assumptions regarding future financial performance, unlevered free cash flow or earnings accretion may prove inaccurate. If the MiX Combination or the FC Acquisition is not accretive to our earnings per share, the market price of our common stock could be adversely affected.
Additionally, the transactions have resulted in the incurrence of additional indebtedness and the assumption of existing and contingent liabilities of MiX Telematics and Fleet Complete, including potential tax, employee-related and other obligations, which may further limit our operational flexibility and adversely affect our financial condition.
Moreover, the continued integration efforts may divert management’s time and attention from the day-to-day operation of our business, which could disrupt ongoing operations and impede the achievement of our strategic objectives. If we are unable to fully integrate MiX Telematics and Fleet Complete, or if the combined company does not perform as anticipated, our business, financial condition, results of operations and the market price of our common stock could be materially and adversely affected.
As of March 31, 2024,2025, and March 31, 2025,2026, we had cash (including restricted cash) and cash equivalents of $109.7$48.8 million and $48.8$40.8 million, respectively, and working capital of $126.2$18.1 million and $18.1$21.2 million, respectively. Our primary sources of cash are cash flows from the sales of products and services, our holdings of cash, cash equivalentsequivalents, andas investmentswell as proceeds from the sale of our capital stock and borrowings under our credit facilities. To date, we have not generated sufficient cash flow solely from operating activities to fund our operations.
We incurred net losses attributable to common stockholders of approximately $(16.9)$17.3 million, $(17.3)$19.6 million, $(19.6)$51.0 million, and $(51.0)$20.6 million for the yearsyear ended December 31, 2022 and 2023, the three months ended March 31, 2024 and the yearyears ended March 31, 2025,2025 and 2026, respectively, and have incurred additional net losses since inception. AtAs of March 31, 2024,2025 and March 31, 2025,2026, we had an accumulated deficit of approximately $154.8$205.8 million and $205.8$226.3 million, respectively. Our ability to increase our revenuesrevenue from the sale of our solutions willdepends dependon, onamong other things, our ability to successfully implementexecute our growth strategy and the continued expansion of our markets. If our revenuesrevenue dodoes not grow or if our operating expenses continue to increase, we may not be able to becomeachieve profitable,or sustain profitability, and the market price of our common stock could decline.
We areAs an international companycompany, we are exposed to macroeconomic, geopolitical, trade, sanctions and may be susceptible to several political, economic, trade and geographicregulatory risks that could harmmaterially and adversely affect our business.business and financial results.
We are dependent on sales to customers outside the United States and international sales are expected to account for a significant percentage of our products and services revenue for the foreseeable future. As a result, the occurrence of international, political, economic or geographic events (including restrictions on international trade, imposition of tariffs, inflation and other cost increases, global supply chain disruptions, and regional conflicts) may result in a significant decline in our revenue.
The global economy continues to be adversely affected by stock market volatility, tightening credit markets, inflationary pressures, restrictions on international trade, adverse business conditions and liquidity concerns. These conditions and the related uncertainty may negatively affect our customers and could, among other things, delay purchasing decisions, reduce customer spending and impair customers’ ability or willingness to satisfy their payment obligations.
Restrictions on international trade (including tariffs and other controls on imports or exports of goods, technology or data) can materially and adversely affect our business and supply chain and may require us to take various actions, including changing suppliers, restructuring business relationships and operations, or increasing prices. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. Changes in the legal basis for, scope of, or enforcement posture relating to tariffs and other trade restrictions could also create compliance uncertainty and increase costs.
Given our global operations, we may be exposed to risks that our products or services may be provided, directly or indirectly, to restricted parties or jurisdictions, including through third-party distributors, resellers, partners or other intermediaries that may not fully comply with applicable sanctions and export control laws and regulations. Changes in sanctions or export control regimes may require us to exit certain markets, terminate customer relationships or modify our operations, and any actual or perceived violations of such laws and regulations could result in significant fines, penalties, civil or criminal liability, restrictions on operations and reputational damage.
Compliance with complex foreign and U.S. laws and regulations applicable to our international operations may increase our cost of doing business. These laws and regulations include, among others, data privacy and localization rules, anti-corruption laws (including the U.S. Foreign Corrupt Practices Act), export controls, economic and trade sanctions, and competition laws. These laws and regulations are complex, evolving and, in some cases, subject to differing interpretations and enforcement priorities across jurisdictions. As a result, we may face increased compliance costs and operational burdens, including the need to implement additional policies, controls and procedures. Any actual or alleged noncompliance with these laws and regulations could result in significant fines, penalties, civil or criminal sanctions, restrictions on or prohibitions against conducting our business and limitations on our ability to offer our products and services in one or more countries. In addition, any such violations or enforcement actions could materially and adversely affect our brand, international expansion efforts, business and operating results.
While we plan to implement policies and procedures designed to promote compliance with applicable laws and regulations, there can be no assurance that our employees, contractors or agents will comply with our policies or that such policies and procedures will be effective in preventing or detecting violations.
We are dependent on sales to customers outside the United States. Our international sales are likely to account for a significant percentage of our products and services revenue for the foreseeable future. As a result, the occurrence of any international, political, economic or geographic event (for example, restrictions on international trade, imposition of tariffs, global supply chain disruptions, inflation and other cost increases, and the conflict in the Middle East, could result in a significant decline in our revenue. In addition, compliance with complex foreign and U.S. laws and regulations that apply to our international operations will increase our cost of doing business in international jurisdictions. These numerous and sometimes conflicting laws and regulations include internal control and disclosure rules, data privacy and filtering requirements, anti-corruption laws, such as the Foreign Corrupt Practices Act, and other local laws prohibiting corrupt payments to governmental officials, and anti-competition regulations, among others. Violations of these laws and regulations could result in fines and penalties, criminal sanctions against us, our officers, or employees, prohibitions on the conduct of our business and on our ability to offer our products and services in one or more countries, and could also materially affect our brand, international expansion efforts, ability to attract and retain employees, business, and operating results. Although we plan to implement policies and procedures designed to ensure compliance with these laws and regulations, there can be no assurance that our employees, contractors, or agents will not violate our policies.
Some of the risks and challenges of doing business internationally include:
•unexpected changes in regulatory requirements;
•fluctuations in international currency exchange rates including its impact on unhedgeable currencies and our forecast variations for hedgeable currencies;
•imposition of tariffs and other barriers and restrictions;
•sanctions and export regulations;
•management and operation of an enterprise spread over various countries;
•the burden of complying with a variety of laws and regulations in various countries;
•application of the income tax laws and regulations of multiple jurisdictions, including relatively low-rate and relatively high-rate jurisdictions, to our sales and other transactions, which results in additional complexity and uncertainty;
•the conduct of unethical business practices in certain developing countries;
•general economic and geopolitical conditions, including inflation and trade relationships;
•war and acts of terrorism;
•kidnapping and high crime rate;
•natural disasters or pandemics (for example, the COVID-19 pandemic);
•availability of U.S. dollars especially in countries with economies highly dependent on resource exports, particularly oil; and
•changes in export regulations.
While these factors and the impacts of these factors are difficult to predict, any one or more of them could adversely affect our business, financial condition and results of operations in the future.
Management's Discussion & Analysis (MD&A)
New heading “Debt Facilities”
New heading “Liquidity Position”
New heading “Contractual Obligations and Commitments”
Removed heading “Year Ended March 31, 2025 Compared to Year Ended December 31, 2023”
Removed heading “Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024”
Removed heading “Headline Loss per Share”
Largest changes
see in full comparisonAsWeacontinueresultto monitor the effects ofglobalinflation,supplyforeignchaincurrencydisruptions,volatility, and regional geopolitical instability, including theconflictongoing conflicts in the Middle East,rising interest rates, fluctuations in currency values, restrictionsoninternationalourtradesupply(such as tariffschain andotheroperatingcontrolscashonflows.imports or exports of goods, technology or data) and inflation and other cost increases, thereThere remains uncertainty surrounding the potential impact of such events on our results of operations and cash flows.WeManagementareis proactivelytakingmanagingstepsliquidityto increase the available cash on hand including, but not limited to, targetedthrough reductions in discretionary operating expenses and capital expenditures andborrowingincreasedunderutilizationourofrevolvingavailable creditfacility.facilities to preserve cash.
On March 7, 2024, we entered into the Facilities Agreement with RMB, pursuant to which RMB agreed tosee in full comparisonprovideprovided us with the RMB Facilitiesin an aggregate principal amount oftotaling $85 million, composed of RMB Facility A and RMB Facility B, each having a principal amount of $42.5 million. We drewdown$85 million incashMarchunder2024, which primarily funded our Series A Preferred Stock redemption. On October 31, 2025, we and RMB agreed to amend and restate the Facilities Agreement to, among other things, (i) extend the final maturity date of RMBFacilitiesFacilityonAMarchby13,122024.months,The(ii) update the interest rates of the RMB Facilities, and (iii) update certain financial covenants to conform to the Facility Agreement. Pursuant to a First Amendment and Restatement Agreement with RMB, which amended and restated the Facilities Agreement (as amended and restated, the “Amended and Restated Facilities Agreement” and, together with the Facility Agreement, the “RMB Facilities Agreements”), interest is payable quarterly, at a fixed annual rate of 8.699% until March 31, 2027 and, thereafter, 4.85% per annum plus the applicable term SOFR reference rate, with respect to RMB Facility A, and a fixed annual rate of 8.979%, with respect to RMB Facility B, with principal repayments for RMB Facility A and RMB Facility Bare 8.699% per annum and 8.979% per annum, respectively. Interest is payable quarterly in arrears. The principal under RMB Facility A and RMB Facility B is repayable in one installment ondue March 31,20272028 and March 31, 2029, respectively.
“During the quarter ended March 31, 2026, we experienced a decline in our market capitalization as a result of a decrease in our stock price, which represented a triggering event requiring our management to perform quantitative goodwill impairment tests. We performed a quantitative assessment whereby the fair value of our single reporting unit, including the implied control premium, was estimated and compared to our market capitalization as of March 31, 2026 to determine if the fair value is reasonable compared to external market indicators. …”see in full comparison
“For the year ended March 31, 2025, we performed a qualitative assessment of goodwill. We considered such factors as our market capitalization as of March 31, 2025, and over a certain period of time, macroeconomic conditions, industry and market considerations, and overall financial performance. The fair value of the reporting unit was substantially more than its carrying value. For the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, we did not incur an impairment charge.”see in full comparison
“On February 5, 2026, we entered into the New Facilities Agreement with RMB, pursuant to which RMB agreed to provide us and MiX Telematics with the New RMB Facilities, composed of New RMB Facility A in the aggregate principal amount of $10 million and New RMB Facility B in the aggregate principal amount of R180 million. …”see in full comparison
“Since the closing of the MiX Combination, we have continued to optimize our capital structure through the refinancing of existing debt facilities, including the A&R Credit Agreement and RMB Facilities Agreements (as defined below). These transactions have enhanced our liquidity and extended our debt maturities, while increasing our available revolving borrowing capacity to support working capital and growth initiatives.”see in full comparison
Full comparison: every changed paragraph (134)
This section of this Form 10-K discusses our financial condition and results of operations for the fiscal years ended March 31, 2026 and 2025, and year-to-year comparisons between fiscal years 2026 and 2025 in accordance with GAAP. A discussion of our financial condition and results of operations and our liquidity and capital resources for the fiscal year ended December 31, 2023 and the three months ended March 31, 2025 and 2024 and year-to-year comparisons between the fiscal years ended March 31, 2025 and December 31, 2023, and the three months ended March 31, 2025 and 2024 that are not included in this Form 10-K can be found under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 26, 2025.
We are a global provider of AIoT solutions providing valuable connected business intelligence for managing high-value enterprise and mid-market assets that improve operational efficiencies.
Our Unity data highway and AIoT ecosystem is the centerpiece of our strategy. Unity has the capability to ingest data from multiple data sources, harmonizing and transforming the dataset, and delivering simply understood actionable insights through a unified SaaS platform and deep integrations with customer business systems.
Within the Unity ecosystem, our Powerfleet for WarehouseWarehouse, Yard and FactorySite AIoT solutions are designed to provide on-premise or in-facility asset safety, compliance and operator management, monitoring, and visibility for warehouse and factory trucks such as forklifts, man-lifts, tuggers and ground support equipment at airports. These solutions utilize a variety of communications capabilities such as Bluetooth®, WiFi, and proprietary radio frequency technology.technology, as well as AI video solutions for pedestrian proximity detection and incident prevention.
Additionally, within the Unity ecosystem, our Powerfleet for On-Road AIoT and AI video solutions are designed to provide bumper-to-bumper AIoT asset management, monitoring, and visibility for over-the-road based assets such as heavy trucks, dry-van trailers, refrigerated trailers and shipping containers and their associated cargo. These AIoT solutions provide mobile-asset tracking and condition-monitoring solutions to meet the transportation market’s desire for greater visibility, safety, security, and productivity throughout global supply chains. Our On-Road AIoT solutions extend to all mobile assets, whether it is a rental car, a private fleet, or automotive OEM partners. We achieve this by providing critical information that can be used to increase revenues, reduce costs, enhance safety and sustainability, deliver compliance, and improve customer service.
During the quarter ended March 31, 2026, we experienced a decline in our market capitalization as a result of a decrease in our stock price, which represented a triggering event requiring our management to perform quantitative goodwill impairment tests. We performed a quantitative assessment whereby the fair value of our single reporting unit, including the implied control premium, was estimated and compared to our market capitalization as of March 31, 2026 to determine if the fair value is reasonable compared to external market indicators. Market capitalization is determined by multiplying the number of shares of our common stock outstanding by the market price of our common stock as of the assessment date. The control premium, or the amount paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company, is determined by utilizing data from publicly available premium studies for similarly situated public company transactions. As a result of this quantitative assessment, we determined that the fair value of the reporting unit was not less than its carrying amount and thus goodwill was not impaired as of March 31, 2026. Changes in judgments, assumptions, and estimates could result in significantly different fair value estimates.
For the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, we did not incur an impairment charge.
For the year ended March 31, 2025, we performed a qualitative assessment of goodwill. We considered such factors as our market capitalization as of March 31, 2025, and over a certain period of time, macroeconomic conditions, industry and market considerations, and overall financial performance. The fair value of the reporting unit was substantially more than its carrying value. For the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025, we did not incur an impairment charge.
We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair value. We used discounted cash flow analyses, to assess certain components of our purchase price allocation. The fair value of the customer relationships was determined using the multi-period excess earnings method. The fair value of the tradename and developed technology was determined using an income approach based on the relief from royalty method.
For the fair values, we used (i) forecasted future cash flows, (ii) historical and projected financial information, (iii) synergies including cost savings, (iv) revenue growth rates, (v) customer attrition rates, (vi) royalty rates, and (vii) discount rates, as relevant, that market participants would consider when estimating fair values.
We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair value. During the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill or bargain purchase to the extent that we identify adjustments to the preliminary fair values. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the Consolidatedconsolidated Statementstatements of Operations.operations.
For the fair value estimates, we used (i) forecasted future cash flows, (ii) historical and projected financial information, (iii) revenue growth rates, (iv) customer attrition rates, (v) royalty rates, and (vi) discount rates, as relevant, that market participants would consider when estimating fair values.
The following table sets forth certain items related to our Consolidatedconsolidated Statementstatements of Operationsoperations as a percentage of revenues for the periods indicated and should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 10-K. A detailed discussion of the material changes in our operating results is set forth below.
Year Ended March 31, 2025 Compared to Year Ended December 31, 2023
REVENUES. Revenues increased by $228.8 million, or 171.1%, to $362.5 million in the year ended March 31, 2025, from $133.7 million in the year ended December 31, 2023.
Revenues from products increased by $35.8 million, or 72.1%, to $85.6 million in the year ended March 31, 2025, from $49.7 million in the year ended December 31, 2023. The increase in product revenues was primarily due to the MiX Telematics business acquired, which contributed $31.8 million, and the Fleet Complete business acquired, which contributed $9.5 million, in product revenues for the year ended March 31, 2025, offset by lower demand from logistics customers in North America.
Revenues from services increased by $192.9 million, or 229.7%, to $276.9 million in the year ended March 31, 2025, from $84.0 million in the year ended December 31, 2023. The increase in services revenues was principally due to the MiX Telematics business acquired, which contributed $139.4 million, and the Fleet Complete business acquired, which contributed $49.5 million, in service revenues for the year ended March 31, 2025.
COST OF REVENUES. Cost of revenues increased by $101.3 million, or 152.0%, to $168.0 million in the year ended March 31, 2025, from $66.7 million in the year ended December 31, 2023. The MiX Telematics business acquired contributed $71.8 million, and the Fleet Complete business acquired contributed $18.3 million to cost of revenues for the year ended March 31, 2025. Gross profit was $194.5 million in the year ended March 31, 2025, compared to $67.1 million in the year ended December 31, 2023. As a percentage of revenues, gross profit increased to 53.7% in the year ended March 31, 2025 from 50.2% in the year ended December 31, 2023.
Cost of products increased by $25.6 million, or 70.2%, to $62.0 million in the year ended March 31, 2025, from $36.4 million in the year ended December 31, 2023. Gross profit for products was $23.6 million in the year ended March 31, 2025, compared to $13.3 million in the year ended December 31, 2023. As a percentage of product revenues, gross profit increased to 27.6% in the year ended March 31, 2025 from 26.8% in the year ended December 31, 2023. The increase in gross profit as a percentage of product revenues was principally due to a larger proportion of sales being driven by higher margin product lines.
Cost of services increased by $75.8 million, or 250.4%, to $106.0 million in the year ended March 31, 2025, from $30.3 million in the year ended December 31, 2023. The MiX Telematics business acquired contributed $49.5 million, the Fleet Complete business acquired contributed $11.2 million, and the amortization of MiX Telematics and Fleet Complete acquisition-related intangibles contributed $14.8 million to cost of services for the year ended March 31, 2025. Gross profit for services was $170.9 million in the year ended March 31, 2025, compared to $53.7 million in the year ended December 31, 2023. As a percentage of service revenues, gross profit decreased to 61.7% in the year ended March 31, 2025 from 64.0% in the year ended December 31, 2023. The decrease in gross profit as a percentage of revenues was mainly due to the commencement of amortization of MiX Telematics and Fleet Complete acquisition-related intangibles.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative (“SG&A”) expenses increased by $133.1 million, or 186.8%, to $204.4 million for the year ended March 31, 2025, compared to $71.3 million for the year ended December 31, 2023. The increase was primarily driven by the inclusion of SG&A expenses from the MiX Telematics business acquired, which contributed $73.9 million, and the Fleet Complete business acquired, which contributed $28.0 million. In addition, the increase reflects $21.3 million in acquisition-related expenses, $4.9 million in integration-related costs, $10.1 million in restructuring charges, and $4.7 million in accelerated stock-based compensation expenses, all incurred during the year ended March 31, 2025. As a percentage of revenues, SG&A expenses, excluding $41.1 million in acquisition-related, restructuring and accelerated stock-based compensation costs, decreased to 45.0% in the year ended March 31, 2025, from 53.3% in the year ended December 31, 2023.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development (“R&D”) expenses increased by $7.7 million, or 91.7%, to $16.1 million in the year ended March 31, 2025, compared to $8.4 million in the year ended December 31, 2023, principally due to $5.9 million incurred from the MiX Telematics business acquired, and $2.5 million incurred from the Fleet Complete business acquired, following completion of the transactions. As a percentage of revenues, R&D expenses decreased to 4.4% in the year ended March 31, 2025, from 6.3% in the year ended December 31, 2023.
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $51.0 million, or $(0.43) per basic and diluted share, for the year ended March 31, 2025, as compared to net loss of $17.3 million, or $(0.49) per basic and diluted share, for the year ended December 31, 2023. The net loss was primarily the result of $21.3 million in acquisition-related expenses, $4.9 million in integration-related costs, $10.1 million in restructuring costs, and $14.8 million from the comme ncement of amortization of MiX Telematics and Fleet Complete acquisition-related intangibles, partially offset by $0.5 million gain in other income from the derivative mark-to-market adjustment.
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
REVENUES. Revenues increased by $69.9 million, or 207.2%, to $103.6 million in the three months ended March 31, 2025, from $33.7 million in the same period in 2024.
Revenues from products increased by $9.8 million, or 81.0%, to $21.9 million in the three months ended March 31, 2025, from $12.1 million in the same period in 2024. The increase in product revenues was primarily due to the MiX Telematics business acquired, which contributed $6.2 million, and the Fleet Complete business acquired, which contributed $4.6 million, in product revenues for the three months ended March 31, 2025, offset by lower demand from logistics customers in North America.
Revenues from services increased by $60.1 million, or 277.5%, to $81.8 million in the three months ended March 31, 2025, from $21.7 million in the same period in 2024. The increase in services revenues was primarily due to the MiX Telematics business acquired, which contributed $34.6 million, and the Fleet Complete business acquired, which contributed $24.7 million, in service revenues for the three months ended March 31, 2025.
COST OF REVENUES. Cost of revenues increased by $31.3 million, or 178.7%, to $48.9 million in the three months ended March 31, 2025, from $17.5 million for the same period in 2024. The MiX Telematics business acquired contributed $18.1 million, and the Fleet Complete business acquired contributed $9.1 million to cost of revenues for the three months March 31, 2025. Gross profit was $54.8 million in the three months ended March 31, 2025, compared to $16.2 million for the same period in 2024. As a percentage of revenues, gross profit increased to 52.8% in the three months ended March 31, 2025 from 48.0% in the same period in 2024.
Cost of products increased by $8.6 million, or 90.8%, to $18.2 million in the three months ended March 31, 2025, from $9.5 million in the same period in 2024. Gross profit for products was $3.7 million in the three months ended March 31, 2025, compared to $2.6 million in the same period in 2024. As a percentage of product revenues, gross profit decreased to 17.0% in the three months ended March 31, 2025 from 21.2% in the same period in 2024. The decrease in gross profit as a percentage of product revenues was principally due to a larger proportion of sales being driven by lower margin product lines.
Cost of services increased by $22.7 million, or 282.9%, to $30.7 million in the three months ended March 31, 2025, from $8.0 million in the same period in 2024. The MiX Telematics business acquired contributed $13.3 million, the Fleet Complete business acquired contributed $5.5 million, and the amortization of MiX Telematics and Fleet Complete acquisition-related intangibles contributed $5.2 million to cost of services for the three months ended March 31, 2025. Gross profit for services was $51.0 million in the three months ended March 31, 2025, compared to $13.6 million in the same period in 2024. As a percentage of service revenues, gross profit decreased to 62.4% in the three months ended March 31, 2025 from 63.0% in the same period in 2024. The decrease in gross profit as a percentage of revenues was mainly due to the commencement of amortization of MiX Telematics and Fleet Complete acquisition-related intangibles.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses increased by $35.0 million, or 160.3%, to $56.8 million in the three months ended March 31, 2025, compared to $21.8 million in the same period in 2024, principally due to the MiX Telematics business acquired, which contributed $20.6 million, and the Fleet Complete business acquired, which contributed $13.1 million, of SG&A expenses for the three months ended March 31, 2024. SG&A expenses included $0.4 million in acquisition-related expenses, $2.6 million in integration related expenses and $7.0 million in restructuring costs for the three months ended March 31, 2025. As a percentage of revenues, SG&A expenses, excluding $10.1 million in acquisition-related, integration related and restructuring, decreased to 45.0% in the three months ended March 31, 2025, from 64.7% in the same period in 2024.
RESEARCH AND DEVELOPMENT EXPENSES. R&D expenses increased by $2.9 million, or 143.0%, to $4.9 million in the three months ended March 31, 2025, compared to $2.0 million in the same period in 2024, principally due to $1.6 million incurred from the MiX Telematics business acquired, and $1.3 million incurred from the Fleet Complete business acquired, following completion of the transactions. As a percentage of revenues, R&D expenses decreased to 4.7% in the three months ended March 31, 2025, from 6.0% in the same period in 2024.
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $12.4 million, or $(0.09) per basic and diluted share, for the three months ended March 31, 2025, as compared to net loss of $19.6 million, or $(0.55) per basic and diluted share, for the same period in 2024. The net loss was primarily the result of $0.4 million in acquisition-related expenses , $2.6 million in integration-related costs, $7.0 million in restructuring costs, and $5.2 million from the commencement of amortization of MiX Telematics and Fleet Complete acquisition-related intangibles.
Year Ended DecemberMarch 31, 20232026 Compared to Year Ended DecemberMarch 31, 20222025
REVENUES. Revenues decreasedincreased by approximately $2.2$81.3 million, or 1.6%,22.4%, to $133.7$443.8 million in 2023the year ended March 31, 2026, from $135.9$362.5 million in 2022.the year ended March 31, 2025.
Revenues from products decreased by $1.6 million, or 1.9%, to $84.0 million in the year ended March 31, 2026, from $85.6 million in the year ended March 31, 2025. The decline in product revenues reflects the continued transition toward bundled service offerings and the impact of higher tariffs in the United States.
Revenues from services increased by $82.9 million, or 29.9%, to $359.8 million in the year ended March 31, 2026, from $276.9 million in the year ended March 31, 2025. The increase was primarily attributable to the FC Acquisition, which added $55.8 million of incremental service revenues for the year ended March 31, 2026. Excluding the impact of the acquisition, the increase in services revenues was driven primarily by underlying organic growth initiatives across the combined business, partially offset by the continued strategic de-emphasis of certain non-core lines of business.
COST OF REVENUES. Cost of revenues increased by $29.4 million, or 17.5%, to $197.4 million in the year ended March 31, 2026, from $168.0 million in the year ended March 31, 2025. Gross profit was $246.4 million in the year ended March 31, 2026, compared to $194.5 million in the year ended March 31, 2025. As a percentage of revenues, gross profit increased to 55.5% in the year ended March 31, 2026, from 53.7% in the year ended March 31, 2025. This was primarily driven by high margin services revenue comprising 81.1% of total revenues in year ended March 31, 2026, compared to 76.4% for the same period in 2025.
Revenues from products decreased by approximately $7.2 million, or 12.7%, to $49.7 million in 2023 from $56.9 million in 2022. The decrease in product revenues was due to decreased product sales in Germany, where we are actively shutting down sales from low margin contracts, large logistics companies recalibrating demand following aggressive builds during the pandemic, and lower product sales in and out of Israel reflecting geopolitical headwinds and a proactive decision to shutter our hardware-only line of business. These decreases were offset by increases in product revenue in our Powerfleet for Vehicles business in the United States due to new unit purchases from new and existing customers.
Revenues from services increased by approximately $5.0 million, or 6.4%, to $84.0 million in 2023 from $79.0 million in 2022. The increase in services revenues was principally due to an increase in our install base that generates service revenue, with revenue growth concentrated in North America where a positive market response to our Unity SaaS product offering has been a significant contributing factor.
COST OF REVENUES. Cost of revenues decreased by approximately $4.3 million, or 6.0%, to $66.7 million in 2023 from $70.9 million in 2022. Gross profit was $67.1 million in 2023 compared to $65.0 million in 2022.
Cost of products decreased by approximately $6.2$2.8 million, or 14.5%,4.5%, to $36.4$59.2 million in 2023the year ended March 31, 2026, from $42.6$62.0 million in 2022.the year ended March 31, 2025. Gross profit for products was $13.3$24.8 million in 2023the year ended March 31, 2026, compared to $14.4$23.6 million in 2022.the year ended March 31, 2025. As a percentage of product revenues, gross profit increased to 26.8%29.6% in 2023the year ended March 31, 2026, from 25.2%27.6% in 2022.the year ended March 31, 2025. The increase in gross profit as a percentage of product revenues was principallyprimarily dueattributable to decisions to stop fulfilling low margin orders and decreases in raw materials costs related to global supply chain issues, which were more prevalentfavorable inproduct 2022mix, thanwith 2023.a larger proportion of sales generated by higher-margin product lines, including in-warehouse solutions.
Cost of services increased by $32.2 million, or 30.4%, to $138.2 million in the year ended March 31, 2026, from $106.0 million in the year ended March 31, 2025. The amortization of acquisition intangibles for the MiX Telematics, Fleet Complete, and RTS Solutions Africa transactions contributed $22.8 million and $14.8 million in the aggregate to cost of services for the year ended March 31, 2026 and March 31, 2025, respectively. Gross profit for services was $221.6 million in the year ended March 31, 2026, compared to $170.9 million in the year ended March 31, 2025. As a percentage of service revenues, gross profit remained relatively consistent at 61.6% in the year ended March 31, 2026 compared to 61.7% in the year ended March 31, 2025.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative (“SG&A”) expenses increased by $4.1 million, or 2.0%, to $208.5 million for the year ended March 31, 2026, compared to $204.4 million for the year ended March 31, 2025. For the year ended March 31, 2025, SG&A expenses included $21.3 million in acquisition-related expenses, $4.9 million in integration-related costs, $10.1 million in restructuring charges, and $4.7 million in accelerated stock-based compensation expenses. For the year ended March 31, 2026, SG&A expenses included $1.7 million in acquisition-related expenses, $3.9 million in integration-related costs, $4.9 million in restructuring charges. The significant reduction in these transaction- and integration-related costs was more than offset by the inclusion of SG&A expenses from the Fleet Complete business acquired, which was the primary driver of the year-over-year increase in SG&A expenses.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development (“R&D”) expenses increased by $2.3 million, or 14.3%, to $18.4 million in the year ended March 31, 2026, compared to $16.1 million in the year ended March 31, 2025. The FC Acquisition added an incremental $2.5 million of R&D expenses for the year ended March 31, 2026.
Cost of services increased by approximately $1.9 million, or 6.7%, to $30.3 million in 2023 from $28.4 million in 2022. Gross profit for services was $53.7 million in 2023 compared to $50.6 million in 2022. As a percentage of service revenues, gross profit minimally decreased to 64.0% in 2023 from 64.1% in 2022. The decrease in gross profit as a percentage of services revenues was principally due to an increase in our install base that generates service revenue, offset by reduction due to the commencement of amortization for our Unity SaaS platform.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses increased by approximately $7.8 million, or 12.2%, to $71.3 million in 2023 compared to $63.5 million in 2022. The increase was principally due to an aggregate of $5.5 million in transaction-related costs in connection with our acquisition of Movingdots GmbH (“Movingdots”) and business combination with MiX Telematics, $2.1 million in SG&A costs incurred by Movingdots after the closing of such transaction, and increased salaries, investments in marketing programs and professional services fees. As a percentage of revenues, SG&A expenses increased to 53.3% in the year ended December 31, 2023, from 46.7% in the same period in 2022.
RESEARCH AND DEVELOPMENT EXPENSES. R&D expenses decreased by approximately $0.1 million, or 1.1%, to $8.4 million in 2023 compared to $8.5 million in 2022, principally due to the capitalization of software development expenses for new product development and reduction in salaries and wages offset in part by the acquisition of Movingdots, which added $2.0 million to expenses. As a percentage of revenues, R&D expenses increased to 6.3% in the year ended December 31, 2023, from 6.2% in the same period in 2022.
INTEREST EXPENSE. Interest expense increased by $2.6 million, or 261.2%, to $1.6 million in 2023 from $(1.0) million in 2022, principally due to foreign currency translation gains from the term facilities under the Prior Credit Agreement with Hapoalim.
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $17.3$20.6 million, or $(0.49) per basic and diluted share, for 2023 as compared to net loss of $16.9 million, or $(0.480.15) per basic and diluted share, for the sameyear periodended inMarch 2022.31, 2026, as compared to net loss of $51.0 million, or $(0.43) per basic and diluted share, for the year ended March 31, 2025. The increase$30.5 million decrease in net loss was duedriven primarily toby transaction costsreduction of $5.5$19.6 million withof respectacquisition-related toexpenses, the$1.0 Movingdotsmillion acquisitionintegration-related costs, $5.2 million restructuring charges, and the$4.7 businessmillion combinationaccelerated withstock-based MiXcompensation Telematics, plus incremental SG&A spend from the Movingdots acquisition of $2.1 million, plus an increase in accretion of preferred stock of $1.2 million, offset by the bargain gain on the purchase of Movingdots of $9.0 million.expenses.
We use certain measures to assess the financial performance of our business, as well as to comply with the reporting requirements of the JSE.business. Certain of these measures are termed “non-GAAP measures” because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with GAAP, or are calculated using financial measures that are not calculated in accordance with GAAP. These non-GAAP measures include adjusted EBITDA, headline loss, and headline loss per common share.EBITDA.
An explanation of the relevance of the non-GAAP measure, a reconciliation of the non-GAAP measure to the most directly comparable measure calculated and presented in accordance with GAAPGAAP, and a discussion of its limitations is set out below. We do not regard these non-GAAP measures as a substitute for, or superior to, the equivalent measure calculated and presented in accordance with GAAP or that calculated using financial measures that are calculated in accordance with GAAP.
We define adjusted EBITDA as net loss attributable to common stockholders before non-controlling interest, preferred stock dividend and accretion, interest expense (net), other (income) expense, net, income tax expense (benefit), depreciation and amortization, stock-based compensation, foreign currency (gains) losses, restructuring-related expenses, gain on bargain purchase (Movingdots), severance-related expenses, derivative mark-to marketmark-to-market adjustment, recognition of pre-October 1, 2024 contract assets (Fleet Complete), Movingdots-related expenses, acquisition-related expenses, and integration-related expenses.
Headline Loss per Share
In connection with our secondary listing on the JSE, we are required to calculate and publicly disclose headline loss per share and diluted headline loss per share. Headline loss per share is calculated using net loss which has been determined in accordance with GAAP.
Headline loss for the period represents the loss for the period attributable to our common stockholders adjusted for the remeasurements that are more closely aligned to the operating or trading results as set forth below, and headline loss per share represents headline loss divided by the weighted average number of shares of common stock outstanding.
The table below presents a reconciliation between net loss attributable to common stockholders to headline loss for the years ended December 31, 2022 and 2023, the three months ended March 31, 2024, and the year ended March 31, 2025.
The above disclosure was prepared for the purpose of complying with the reporting requirements of the JSE and includes certain non-GAAP measures, such as headline loss and headline loss per common share, and related reconciliations.
Overview
On April 2, 2024, we consummatedcompleted the MiX Combination, pursuant to which MiX Telematics became our indirect, wholly owned subsidiary. TheConcurrently Implementation Agreement required, as a condition to closing ofwith the MiX Combination, thatclosing, we obtain debt and/or equity financing in an amount sufficient to provide for the redemption in full ofredeemed all then-outstandingoutstanding shares of our Series A convertiblePreferred preferredStock stock.for Onapproximately April$90.3 2,million 2024, concurrently with the closing of the MiX Combination, we used the netusing proceeds received from the RMB Facilities described below and incremental borrowing capacity asavailable aunder resultour of the refinancing ofrefinanced Hapoalim Creditcredit Facilities to redeem the full $90.3 million value of the then-outstanding shares of Series A convertible preferred stock.facilities.
What changed in the latest 10-Q
Risk Factors
Our business is subject to numerous risks, a number of which are described under Part I, Item 1A. “Risk Factors” in our Form 10-K. As of June 30, 2026, there have been no material changes to the risk factors previously disclosed in our Form 10-K.
The risks described in our Form 10-K should be carefully considered together with the other information contained in this Quarterly Report on Form 10-Q, as they could materially affect our business, financial condition, cash flows and results of operations. The risks described under Part I, Item 1A. “Risk Factors” in our Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we believe to be immaterial, also may also materially adversely affect our business, financial condition and results of operations.
Largest changes
see in full comparisonTheseThe risks described in our Form 10-K should be carefully considered together with the other informationset forthcontained in thisreport,QuarterlywhichReport on Form 10-Q, as they could materially affect our business, financial condition, cash flows andfutureresultsresults.of operations. The risks described under Part I, Item 1A. “Risk Factors”onin our Form 10-K are not the only risks that we face.RisksAdditional risks and uncertainties not currently known to us, or that wecurrently deembelieve to be immaterial, also mayhavealsoamateriallymaterialadverselyadverse impact onaffect our business, financial condition and results of operations.
Our business is subject to numerous risks, a number of which are described under Part I, Item 1A. “Risk Factors” in our Form 10-K. As ofsee in full comparisonDecemberJune31,30,2025,2026, there have been no material changes to the risk factors previouslydisclosed.disclosed in our Form 10-K.
Full comparison: every changed paragraph (2)
Our business is subject to numerous risks, a number of which are described under Part I, Item 1A. “Risk Factors” in our Form 10-K. As of DecemberJune 31,30, 2025,2026, there have been no material changes to the risk factors previously disclosed.disclosed in our Form 10-K.
TheseThe risks described in our Form 10-K should be carefully considered together with the other information set forthcontained in this report,Quarterly whichReport on Form 10-Q, as they could materially affect our business, financial condition, cash flows and futureresults results.of operations. The risks described under Part I, Item 1A. “Risk Factors” onin our Form 10-K are not the only risks that we face. RisksAdditional risks and uncertainties not currently known to us, or that we currently deembelieve to be immaterial, also may havealso amaterially materialadversely adverse impact onaffect our business, financial condition and results of operations.
Management's Discussion & Analysis (MD&A)
Removed heading “Nine Months Ended December 31, 2025 Compared to Nine Months Ended December 31, 2024”
Largest changes
“There are risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. …”see in full comparison
“High interest rates, moderating but persistent inflationary pressures, fluctuations in currency exchange rates, continued supply chain disruptions, and ongoing geopolitical conflicts, such as the conflicts in the Middle East, have contributed to significant global economic uncertainty. In addition, disruptions in global trade, including the imposition of tariffs, export controls and other trade restrictions, as well as evolving monetary and fiscal policies in major economies, have further effected macroeconomic stability and created additional uncertainty for global commerce. …”see in full comparison
“•future global economic, political and business conditions, including inflation, interest rate increases, foreign exchange instability, geopolitical conflicts, sanctions, export controls and the potential imposition of tariffs;”see in full comparison
On March 7, 2024, we entered into the Facilities Agreement with RMB, pursuant to which RMB agreed tosee in full comparisonprovidedprovide us with the RMB Term Facilities totaling $85 million, composed of RMB Term Facility A and RMB Term Facility B, each having a principal amount of $42.5 million. We drew $85 million in March 2024, which primarily funded our Series A Preferred Stock redemption. On October 31, 2025, we and RMB agreed to amend and restate the FacilitiesAgreement.Agreement to, among other things, (i) extend the final maturity date of RMB Term Facility A by 12 months, (ii) update the interest rates of the RMB Term Facilities, and (iii) update certain financial covenants to conform to the facility agreement (the “Facility Agreement”) with RMB relating to the New RMB Term Facility. Pursuant to a First Amendment and Restatement Agreement with RMB, which amended and restated the Facilities Agreement (as amended and restated, the “Amended and Restated Facilities Agreement” and, together with the Facility Agreement, the “RMB Facilities Agreements”), interest is payable quarterly, at a fixed annual rate of 8.699% until March 31, 2027 and, thereafter, 4.85% per annum plus the applicable term SOFR reference rate, with respect to RMB Term Facility A, and a fixed annual rate of 8.979%, with respect to RMB Term Facility B, with principal repayments for RMB Term Facility A and RMB Term Facility B due March 31, 2028 and March 31, 2029, respectively.
see in full comparisonFluctuationsWhileinwecurrencyhavevalues, continued supply chain disruptions, changes in tariff policies and import and export restrictions, andidentified theconflicteffectsinof these matters on our results for theMiddlequarter,Eastashavediscussedresultedunderin“ResultssignificantofeconomicOperations”disruption and adversely impacted the broader global economy, including our customers and suppliers. Givenbelow, the dynamic and uncertain nature of the current macroeconomicenvironment,environment means we cannot reasonably estimate the ultimate impact ofsuchthese developments on our financial condition, results of operations or cash flowsintointhefutureforeseeableperiods.future. While we do not currently believe that inflation and recently pronounced tariffs have had a material impact on our condensed consolidated financial statements, the ultimate extent of the effects of these developments remains highly uncertain, and suchSuch effects couldexistpersist for an extended period of time.
•certain of the adjustments (such as restructuring-related expenses and integration-related expenses) made in calculating adjusted EBITDA are those that management believes are not representative of our underlying operations and, therefore, are subjective in nature.see in full comparisonRestructuring-related expenses include inventory write-downs. retention, leadership transaction, and other professional costs associated with the restructuring activities.
Full comparison: every changed paragraph (67)
This report contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which may include informationstatements concerning our beliefs, plans, objectives, goals, expectations, strategies, anticipations, assumptions, estimates, intentions, future events, future revenues or performance, capital expendituresexpenditures, integration and transformation initiatives, product and technology development, and other information that is not historical information. Forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may beare beyond our control, and which may cause our actual results, performance or achievements to bediffer materially different from future results, performance or achievementsthose expressed or implied by such forward-looking statements. When used in this report, the words “seek,” “estimate,” “expect,” “anticipate,” “project,” “plan,” “contemplate,” “continue,” “intend,” “believebelieve,” “may,” “will,” “could,” “should,” “would” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. We believe there is a reasonable basis for itsour expectations and beliefs, but there can be no assurance that we will realize our expectations or that our beliefs will prove to be correct.
There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Important factors that could cause our actual results to differ materially from those expressed or implied as forward-looking statements herein include, but are not limited, to:
•we may not fully realize the anticipated benefits of our acquisitions and ongoing business transformation initiatives, and these integration and business transformation initiatives may adversely affect our business, financial condition and results of operations;
•significant losses, accumulated deficits and an inability to achieve or sustain profitability may adversely affect our financial condition and the market price of our common stock;
•future global economic, political and business conditions, including inflation, interest rate increases, foreign exchange instability, geopolitical conflicts, sanctions, export controls and the potential imposition of tariffs;
•the commercial, financial, reputational and regulatory risks to our business associated with operating across multiple geographies, including exposure to foreign exchange fluctuations and economic instability in certain emerging markets;
•disruptions in our global supply chain, performance issues or failures by subcontractors, and reliance on a limited number of suppliers for critical components and services;
•the loss of any of our key customers, reductions in customer demand or purchasing levels, and reliance on third-party channel partner relationships, including telecommunication companies and regional distributors;
•changes in technology, products and customer expectations, which may be more rapid, costly or difficult to address, or less effective, than anticipated;
•risks associated with the deployment and use of artificial intelligence and machine learning technologies, including operational, legal, regulatory and reputational risks arising from their development, use or outputs;
•potential breaches, disruptions or failures of our information technology systems, including risks that could impair operations, customer access to services, or vendor and customer relationships;
•our inability to adequately protect our intellectual property rights or defend against third-party intellectual property claims;
•our ability to obtain additional capital to fund our operations; and
•other risks and uncertainties disclosed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), including the risks set forth under “Risk Factors” in our Form 10-K.
There are risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Important factors that could cause our actual results to differ materially from those expressed as forward-looking statements herein include, but are not limited, to: the possibility that the anticipated cost savings, synergies and operational benefits from the MiX Combination and FC Acquisition may not be fully realized or may take longer than expected, and that the combined business may not perform as expected; global economic conditions as well as exposure to foreign exchange, political, trade and geographic risks, including tariffs and the conflict in the Middle East; disruptions or limitations in our supply chain, particularly with respect to key components; operational risks, including the successful implementation of internal business and information technology (“IT”) systems; technological changes or product developments that may be more complex, costly, or less effective than expected; cybersecurity risks and our ability to protect our IT systems from breaches; competitive pressures from a broad range of local, regional, national and other providers of wireless solutions; our ability to effectively navigate the international political, economic and geographic landscape; risks related to the protection and enforcement of our intellectual property rights; changes in applicable laws and regulations or changes in generally accepted accounting policies, rules and practices; and other risks and uncertainties disclosed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), including our Form 10-K.
There may be other factors of which we are currently unaware or which we currently deem immaterial that may cause our actual results to differ materially from the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date they are made and are expressly qualified in their entirety by the cautionary statements included in this report.report and by the risk factors and other disclosures contained in our filings with the SEC. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances occurring after the date theythe werestatement was made or to reflect the occurrence of unanticipated events, or otherwise.
PowerfleetWe isare a global provider of Artificial Intelligence-of-Things solutions providing valuable connected business intelligence for managing high-value enterprise and mid-market assets that improve operational efficiencies.
High interest rates, moderating but persistent inflationary pressures, fluctuations in currency exchange rates, continued supply chain disruptions, and ongoing geopolitical conflicts, such as the conflicts in the Middle East, have contributed to significant global economic uncertainty. In addition, disruptions in global trade, including the imposition of tariffs, export controls and other trade restrictions, as well as evolving monetary and fiscal policies in major economies, have further effected macroeconomic stability and created additional uncertainty for global commerce. More recent disruptions, including periodic shipping constraints in key maritime routes, have also contributed to supply chain volatility.
Our products incorporate specialized electronic components, including cellular communication modules, GPS chipsets and other semiconductors, which are available from a limited number of suppliers. Integrating new components can require modification of our device firmware. During the three months ended June 30, 2026, we experienced production delays within one of our product lines that resulted in the deferral of certain customer orders. A contributing factor to these delays was firmware compatibility issues that we identified while validating certain new components. We are working to resolve these issues and currently expect to do so during the quarter ending September 30, 2026, although we can provide no assurance as to the timing of resolution. Component transitions of this nature may require additional engineering time and expense and could delay the completion and delivery of finished products in future periods.
FluctuationsWhile inwe currencyhave values, continued supply chain disruptions, changes in tariff policies and import and export restrictions, andidentified the conflicteffects inof these matters on our results for the Middlequarter, Eastas havediscussed resultedunder in“Results significantof economicOperations” disruption and adversely impacted the broader global economy, including our customers and suppliers. Givenbelow, the dynamic and uncertain nature of the current macroeconomic environment,environment means we cannot reasonably estimate the ultimate impact of suchthese developments on our financial condition, results of operations or cash flows intoin thefuture foreseeableperiods. future. While we do not currently believe that inflation and recently pronounced tariffs have had a material impact on our condensed consolidated financial statements, the ultimate extent of the effects of these developments remains highly uncertain, and suchSuch effects could existpersist for an extended period of time.
For the three-three-month and nine-month periodsperiod ended DecemberJune 31,30, 2025,2026, there were no significant changes to our critical accounting policies as identified in our Form 10-K.
Three Months Ended DecemberJune 31,30, 20252026 Compared to Three Months Ended DecemberJune 31,30, 20242025
REVENUES. Revenues increased by $7.1$6.7 million, or 6.6%,6.4%, to $113.5$110.8 million in the three months ended DecemberJune 31,30, 2025,2026, from $106.4$104.1 million in the same period in 2024.2025.
Product revenues decreased by $1.2 million, or 6.7%, to $16.5 million for the three months ended June 30, 2026, from $17.7 million in the prior-year period. The decrease primarily reflected the timing of late-in-the-quarter shipments within one of our product lines, including the deferral of certain customer orders arising from production delays, to which firmware compatibility issues associated with new components were a contributing factor.
Revenues from products decreased by $2.3 million, or 9.3%, to $22.4 million in the three months ended December 31, 2025, from $24.7 million in the same period in 2024. The decrease in product revenues was primarily due to the increased mix of bundled customer contracts across the Company for the three months ended December 31, 2025 that reduced standalone product revenues.
Revenues from services increased by $9.3 million, or 11.4%, to $91.1 million in the three months ended December 31, 2025, from $81.7 million in the same period in 2024. The increase in services revenue was driven by increased adoption of the Company’s AI-powered SaaS solutions and strong global demand across both direct and indirect channels, centered on differentiated safety and compliance solutions.
COST OF REVENUES. Cost of revenues increased by $3.2 million, or 6.6%, to $50.8 million in the three months ended December 31, 2025, from $47.6 million for the same period in 2024. Gross profit was $62.7 million in the three months ended December 31, 2025, compared to $58.8 million for the same period in 2024. As a percentage of revenues, gross profit was 55.2% in the three months ended December 31, 2025 consistent with 55.2% in the same period in 2024.
Cost of products decreased by $1.8 million, or 10.6%, to $15.3 million in the three months ended December 31, 2025, from $17.1 million in the same period in 2024, primarily due to increased mix of bundled customer contracts across the Company that reduced standalone product sales. Gross profit for products was $7.1 million in the three months ended December 31, 2025, compared to $7.6 million in the same period in 2024. As a percentage of product revenues, gross profit increased to 31.6% in the three months ended December 31, 2025 from 30.6% in the same period in 2024, reflecting the improved sales mix.
Cost of services increased by $5.0 million, or 16.3%, to $35.5 million in the three months ended December 31, 2025, from $30.5 million in the same period in 2024. Gross profit for services was $55.6 million in the three months ended December 31, 2025, compared to $51.2 million in the same period in 2024. As a percentage of services revenues, gross profit was 61.0% in the three months ended December 31, 2025, compared to 62.7% in the same period in 2024 due to an increase in in-vehicle device depreciation and amortization (including the amortization of acquisition intangibles for the MiX Telematics and Fleet Complete transactions).
SELLING, GENERAL AND ADMINISTRATIVE (“SG&A”) EXPENSES. SG&A expenses decreased by $3.6 million, or (6.6)%, to $51.8 million in the three months ended December 31, 2025, compared to $55.4 million in the same period in 2024. SG&A expenses included $0.3 million in acquisition-related expenses, $1.3 million in integration-related expenses and $0.8 million in restructuring-related costs for the three months ended December 31, 2025, compared to $5.3 million in acquisition-related expenses, $0.5 million in integration-related expenses and $0.8 million in restructuring-related costs in the same period in 2024. As a percentage of revenues, SG&A expenses decreased to 45.6% in the three months ended December 31, 2025, compared to 52.1% for the same period in 2024. As a percentage of revenues, SG&A expenses, excluding $2.4 million in acquisition-related expenses, integration-related expenses and restructuring-related costs, decreased to 43.5% in the three months ended December 31, 2025, from 45.8% in the same period in 2024. The decrease is primarily due to cost savings from the synergies realized as a result of the MiX Combination and FC Acquisition.
RESEARCH AND DEVELOPMENT (“R&D”) EXPENSES. R&D expenses remained consistent at $4.6 million in the three months ended December 31, 2025 and $4.6 million in the same period in 2024. As a percentage of revenues, R&D expenses were 4.0% in the three months ended December 31, 2025, compared to 4.3% in the same period in 2024.
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $3.4 million, or $(0.03) per basic and diluted share, for the three months ended December 31, 2025, as compared to net loss of $14.3 million, or $(0.11) per basic and diluted share, for the same period in 2024. The net loss was primarily the result of $1.1 million foreign currency losses, $1.3 million in integration-related costs, and $0.8 million in restructuring-related costs.
Nine Months Ended December 31, 2025 Compared to Nine Months Ended December 31, 2024
REVENUES. Revenues increased by $70.4 million, or 27.2%, to $329.3 million in the nine months ended December 31, 2025, from $258.9 million in the same period in 2024.
Product revenues decreased by $1.3 million, or 2.0%, to $62.4 million for the nine months ended December 31, 2025, from $63.7 million in the prior-year period. The Fleet Complete acquisition added an incremental $3.0 million of product revenues for the nine months ended December 31, 2025. Excluding the acquisition contribution, the decline in product revenues reflects the continued transition toward bundled service offerings and the impact of higher tariffs in the United States.
Services revenue increased by $71.7$7.8 million, or 36.7%,9.1%, to $266.9$94.3 million in the ninethree months ended DecemberJune 31,30, 2025,2026, compared to $195.2$86.5 million in the same period in 2024. The Fleet Complete acquisition added an incremental $53.6 million of service revenues for the nine months ended December 31, 2025. The increase in services revenues for the combined business (reflecting Powerfleet following the completion of the MiX Combination and FC Acquisition) was driven primarily by underlyingUnity organicsafety growthand initiatives,AI partiallyvideo offset by proactive actions to de-emphasize certain non-core lines of business.solutions.
COST OF REVENUES. Cost of revenues increased by $28.4$2.0 million, or 23.9%,4.2%, to $147.5$49.6 million in the ninethree months ended DecemberJune 31,30, 2025,2026, from $119.1$47.6 million for the same period in 2024.2025, primarily attributable to higher costs associated with the growth in services revenue, partially offset by lower product-related costs resulting from the decline in product revenues. Gross profit was $181.8$61.2 million in the ninethree months ended DecemberJune 31,30, 2025,2026, compared to $139.8$56.5 million for the same period in 2024.2025. As a percentage of revenues, gross profit increased to 55.2% in the ninethree months ended DecemberJune 31,30, 2025,2026, from 54.0%54.2% in the same period in 2024.2025. This was primarily driven by highan increase in higher margin services revenue comprisingthat 81.0%comprised 85.1% of total revenues in the ninethree months ended DecemberJune 31,30, 2025,2026, compared to 75.4%83.0% for the same period in 2024.2025.
Cost of products increaseddecreased by $0.1$0.3 million, or 0.1%,2.0%, to $43.9$13.0 million in the ninethree months ended DecemberJune 31,30, 2025,2026, from $43.8$13.2 million in the same period in 2024.2025. Gross profit for products was $18.6$3.5 million in the ninethree months ended DecemberJune 31,30, 2025,2026, compared to $19.9$4.4 million in the same period in 2024.2025. As a percentage of product revenues, gross profit decreased to 29.7%21.3% in the ninethree months ended DecemberJune 31,30, 2025,2026, from 31.2%25.1% in the same period in 2024.2025. Gross profit as a percentage of product revenues was negatively impacted by tariffsan unfavorable shift in theproduct United States, which increased underlying costs.mix.
Cost of services increased by $28.4$2.2 million, or 37.7%,6.5%, to $103.7$36.7 million in the ninethree months ended DecemberJune 31,30, 2025,2026, from $75.3$34.4 million in the same period in 2024. The Fleet Complete acquisition added an incremental $14.8 million of cost of services for the nine months ended December 31, 2025. The amortization of acquisition intangibles for the MiX Telematics andTelematics, Fleet Complete and RTS transactions contributed an$6.1 incrementalmillion $7.8and $5.8 million in the aggregate to cost of services for the ninethree months ended DecemberJune 31,30, 2025.2026 and 2025, respectively. Gross profit for services was $163.2$57.7 million in the ninethree months ended DecemberJune 31,30, 2025,2026, compared to $119.9$52.1 million in the same period in 2024.2025. As a percentage of services revenues, gross profit remainedincreased relativelyto consistent at 61.2%61.1% in the ninethree months ended DecemberJune 31,30, 2025,2026, compared to 61.4%60.2% in the same period in 2024.2025.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative (“SG&A EXPENSES. SG&A”) expenses increased by $12.1$2.9 million, or 8.2%,5.3%, to $159.6$56.5 million in the ninethree months ended DecemberJune 31,30, 2025,2026, compared to $147.5$53.7 million in the same period in 2024.2025. The increase was driven primarily by the acquisition of Fleet Complete, which added an incremental $29.4 million of SG&A expenses for the nine months ended December 31, 2025, as well as higher investments in go-to-market initiatives.initiatives, including higher sales and marketing costs. These increases were partially offset by a $19.4$0.9 million and $1.4 million decrease in acquisition-related expensesand restructuring charges for the nine-month period ended DecemberJune 31,30, 2026, compared to June 30, 2025. As a percentage of revenues, SG&A expenses decreasedwere to 48.5%51.0% for the ninethree months ended DecemberJune 31,30, 2025,2026, compared to 57.0%51.5% in the same period in 2024, reflecting improved operating leverage following the Fleet Complete acquisition.2025.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development (“R&D EXPENSES. R&D”) expenses increaseddecreased by $2.5$0.5 million, or 22.1%,10.2%, to $13.6$4.4 million in the ninethree months ended DecemberJune 31,30, 2025,2026, compared to $11.2$4.9 million in the same period in 2024.2025, Theprimarily Fleetdue Complete acquisition addedto an incrementalincrease $2.5 million ofin R&D expensescosts capitalized as a result of a greater portion of employee hours being devoted to projects that qualified for the nine months ended December 31, 2025.capitalization. As a percentage of revenues, R&D expenses were 4.1%3.9% in the ninethree months ended DecemberJune 31,30, 2025,2026, compared to 4.3%4.7% in the same period in 2024.2025.
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $17.9$8.4 million, or $(0.130.06) per basic and diluted share, for the ninethree months ended DecemberJune 31,30, 2025,2026, as compared to net loss of $38.6$10.2 million, or $(0.330.08) per basic and diluted share, for the same period in 2024.2025. The $20.7$1.8 million decrease in net loss was driven primarily by aan $19.4 million decreaseincrease in acquisition-relatedgross profit, partially offset by the increase in SG&A expenses.
We define adjusted EBITDA as net loss attributable to common stockholders before non-controlling interest, preferred stock dividend, interest expense (net), other incomeexpense (net), income tax expense, depreciation and amortization, stock-based compensation, foreign currency losses, restructuring-related expenses, derivative mark-to market adjustment, acquisition-related expenses and integration-related expenses. Upon further review of our non-GAAP financial reporting, we refined our definition of adjusted EBITDA by removing recognition of pre-October 1, 2024 contract assets (Fleet Complete). Comparative information has been adjusted to conform with the updated presentation.
We have included adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measure that our management and board of directors use to understand and evaluate our businesscore operating performance and ongoing operating performance,trends, to prepare and approve our annual budget, and to develop short and long-term operational plans. WeIn believeparticular, the exclusion of certain expenses in calculating adjusted EBITDA eliminatescan theprovide unevena effectuseful ofmeasure considerablefor amounts of non-cash depreciation and amortization, stock-based compensation and other items that might otherwise makeperiod-to-period comparisons of our ongoingcore business with prior periods more difficult and obscure trends in ongoing operations.business. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results. Because our method for calculating adjusted EBITDA may differ from other companies’ methods, the non-GAAP measures may not be comparable to similarly titled measures reported by other companies.
•certain of the adjustments (such as restructuring-related expenses and integration-related expenses) made in calculating adjusted EBITDA are those that management believes are not representative of our underlying operations and, therefore, are subjective in nature. Restructuring-related expenses include inventory write-downs. retention, leadership transaction, and other professional costs associated with the restructuring activities.
Because of these limitations, adjusted EBITDA should be considered alongside other financial performance measures, including profit (loss) from operations, net loss attributable to common stockholders and our other results.
On April 2, 2024, we completed the MiX Combination, pursuant to which MiX Telematics became our indirect, wholly owned subsidiary. Concurrently with the closing, we redeemed all outstanding shares of our Series A Preferred Stock for approximately $90.3 million using proceeds from the RMB Term Facilities and incremental borrowing capacity available under our refinanced Hapoalim credit facilities.
Since the closing of the MiX Combination, we have continued to optimize our capital structure through the refinancing of existing debt facilities, including the A&R Credit Agreement and RMB Facilities Agreements.Agreements (as defined below). These transactions have enhanced our liquidity and extended our debt maturities, while increasing our available revolving borrowing capacity to support working capital and growth initiatives.
On March 18, 2024, our wholly owned subsidiaries Powerfleet Israel and Pointer entered into the A&R Credit Agreement with Hapoalim, which refinanced the prior facilities under, and amended and restated, the prior credit agreement, dated August 19, 2019 (as amended, the “Prior Credit Agreement.Agreement”). The A&R Credit Agreement provides an aggregate borrowing capacity of approximately $50 million, consisting of two NIS-denominated term loans totaling $30 million (Hapoalim Term Facility A and Hapoalim Term Facility B) and two revolving credit facilities totaling $20 million (Hapoalim Revolving Credit Facility C and Hapoalim Revolving Credit Facility D).
Powerfleet Israel drew $30 million in March 2024, using a portion to repay approximately $11.2 million under the prior term loans under the Prior Credit Agreement and distributing the remainder to us. In December 2024, the Borrowers entered into an amendment to the A&R Credit Agreement, increasing the principal amount available under Hapoalim Revolving Credit Facility D from $10 million to $20 million,million. availableAs through December 31, 2025, which was subsequently extended toof June 30, 2026. As of December 31, 2025,2026, Powerfleet Israel had utilized approximately $18.8$19.3 million under the Hapoalim Revolving Credit Facilities.
Borrowings are secured by first ranking and exclusive fixed and floating charges, including over the entire share capital of Pointer and over the assets of Pointer and excluding the Borrowers’ holdings in specified foreign subsidiaries. Interest rates for borrowings under Hapoalim Term Facility A and Hapoalim Term Facility B are Hapoalim’s prime rate + 2.2% per annum and Hapoalim’s prime rate + 2.3% (Hapoalim’s prime rate was 6%5.25% at DecemberJune 31,30, 20252026), respectively. The Hapoalim Term Facilities will mature on March 18, 2029, with Hapoalim Term Facility A amortizing quarterly and Hapoalim Term Facility B due at maturity.
Interest rates for borrowings under Hapoalim Revolving Credit Facility C is, with respect to NIS-denominated loans, Hapoalim’s prime rate + 2.5% and, with respect to U.S. dollar-denominated loans, SOFR + 2.15%. Borrowings under Hapoalim Revolving Credit Facility D bear interest at theSOFR applicable+ interest rate set forth in the standard form documents entered into in connection with each utilization of Hapoalim Facility D.2.59%. In addition, Pointer is required to pay a credit allocation fee in NIS, in each case, equal to 0.5% per annum on undrawn and uncancelled amounts of the Hapoalim Revolving Credit Facilities during the period commencing on March 18, 2024 and ending on the last day of the applicable availability period of the Hapoalim Revolving Credit Facilities. The Hapoalim Revolving Credit Facilities are available for successive one-month periods until and including February 27, 2026,2027, unless the Borrowers deliver prior notice to Hapoalim of their request not to renew the Hapoalim Revolving Credit Facilities.
On March 7, 2024, we entered into the Facilities Agreement with RMB, pursuant to which RMB agreed to providedprovide us with the RMB Term Facilities totaling $85 million, composed of RMB Term Facility A and RMB Term Facility B, each having a principal amount of $42.5 million. We drew $85 million in March 2024, which primarily funded our Series A Preferred Stock redemption. On October 31, 2025, we and RMB agreed to amend and restate the Facilities Agreement.Agreement to, among other things, (i) extend the final maturity date of RMB Term Facility A by 12 months, (ii) update the interest rates of the RMB Term Facilities, and (iii) update certain financial covenants to conform to the facility agreement (the “Facility Agreement”) with RMB relating to the New RMB Term Facility. Pursuant to a First Amendment and Restatement Agreement with RMB, which amended and restated the Facilities Agreement (as amended and restated, the “Amended and Restated Facilities Agreement” and, together with the Facility Agreement, the “RMB Facilities Agreements”), interest is payable quarterly, at a fixed annual rate of 8.699% until March 31, 2027 and, thereafter, 4.85% per annum plus the applicable term SOFR reference rate, with respect to RMB Term Facility A, and a fixed annual rate of 8.979%, with respect to RMB Term Facility B, with principal repayments for RMB Term Facility A and RMB Term Facility B due March 31, 2028 and March 31, 2029, respectively.
MiX Telematics also maintains the RMB General Facility, repayable on demand, with a 365-day term and an interest rate linked to the South African prime rate minus 0.75% per annum. Repayment of the RMB General Facility, including capitalized interest, is due by the earlier of (a) the Available Date (as defined therein) or (b) April 2, 2026, unless extended by agreement between MiX Telematics and RMB. As of DecemberJune 31,30, 2025,2026, $21.4$18.1 million of the RMB General Facility was utilized.
Subsequent to June 30, 2026, we continued discussions with RMB regarding the establishment of a new general banking facility, which would extend and replace the RMB General Facility, and certain additional operational banking facilities in connection with the transition of our South African transactional banking relationship to RMB. The proposed arrangements include a general banking facility intended to support working capital and cash management requirements, as well as additional operational banking facilities supporting transactional banking activities. The proposed facilities have received credit approval from RMB and remain subject to the execution of definitive documentation and receipt of certain corporate approvals. We expect to finalize the arrangements following completion of these internal approval and documentation processes. RMB has not demanded, and has indicated that it does not intend to demand, repayment of the RMB General Facility.
On February 5, 2026, we entered into the NewRMB Revolving Credit Facilities Agreement with RMB, pursuant to which RMB agreed to provide us and MiX Telematics with the NewRMB RMBRevolving Credit Facilities, composed of NewRMB RMBRevolving Credit Facility A in the aggregate principal amount of $10 million and NewRMB RMBRevolving Credit Facility B in the aggregate principal amount of 180,000,000.R180 Newmillion. RMB Revolving Credit Facility A bears interest at 2.50% per annum (provided no event of default is continuing), plus the three-month SOFR reference rate (or, if unavailable, an interpolated, historic or interpolated historic SOFR rate, or, if none of the foregoing are available, the three-month Treasury bill rate). NewRMB RMBRevolving Credit Facility B bears interest at 1.95% per annum (provided no event of default is continuing), plus the South African rand overnight index average. Interest is payable quarterly in arrears. The NewRMB RMBRevolving Credit Facilities will mature one year from closing.the closing date of the RMB Revolving Credit Facilities Agreement. As of June 30, 2026, $5.0 million of the RMB Revolving Credit Facilities was utilized. Debt obligations are further discussed in Note 13, “Short-Term Bank Debt and Long-Term Debt” to our condensed consolidated financial statements included elsewhere in this Form 10-Q.
As of DecemberJune 31,30, 2025,2026, we had cash and cash equivalents (including restricted cash) of $35.9$36.7 million and working capital of $15.1$15.5 million, compared to cash and cash equivalents (including restricted cash) of $48.8$40.8 million and working capital of $18.1$21.2 million as of March 31, 2025.2026. As of DecemberJune 31,30, 2025,2026, Pointer had utilized $18.8$19.3 million outstanding under the Hapoalim Revolving Facilities.Credit TheFacilities, availablewith undrawn$10.7 facilitymillion balanceof atremaining Decemberborrowing 31, 2025 was $11.2 million.capacity. As of DecemberJune 31,30, 2025,2026, $21.4$18.1 million of the RMB General Facility was utilized.outstanding. As of June 30, 2026, $5.0 million of the RMB Revolving Credit Facilities was outstanding and the $5.0 million remained available for borrowing. No amounts were outstanding under the RMB Revolving Credit Facility B, which had available borrowing capacity of R180 million or $11.0 million at June 30, 2026. In the aggregate, we had approximately $29.9 million of available short-term borrowing capacity as of June 30, 2026.
Our primary sources of liquidity are cash generated from operations, existing cash balances, and available borrowing capacity under our revolving facilities. Although we expect the MiX Combination and FC Acquisition to generate incremental cash flow benefits through operational synergies, we have not yet generated sufficient cash flow solely from operations to fund all our capital and financing needs.
During the ninethree months ended DecemberJune 31,30, 2025,2026, net cash provided by operating activities was $20.5$8.4 million, compared to net cash usedprovided inby operating activities of $16.9$4.7 million for the same period in 2024.2025. The net cash provided by operating activities for the ninethree months ended DecemberJune 31,30, 20252026 primarily included $47.7$16.2 million for depreciation and amortization expense, $6.5$3.0 million for bad debts expense, $5.9$3.1 million of non-cash charges for stock-based compensation, $1.8$0.6 million for inventory reserve adjustments, $2.9$1.2 million for ROU asset amortization and $0.5$1.2 million for other non-cash items, partially offset by $3.7$1.5 million for deferred income taxes and $2.1$0.9 million for derivative mark-to-market adjustment. Changes in operating assets and liabilities included:
•ana increasedecrease in accounts receivables of $15.7$0.9 million;
AIOT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-17 | Casey Michael J |
Grant/award | 29,167 | — | — |
| 2026-09-17 | Jacobs Ian |
Grant/award | 29,167 | — | — |
| 2026-08-17 | Casey Michael J |
Grant/award | 3,050 | — | — |
| 2026-08-11 | Lalljie Paul S |
Grant/award | 225,000 | — | — |
| 2026-08-11 | Lalljie Paul S |
Grant/award | 225,000 | — | — |
| 2026-07-27 | Towe Steven Mark |
Shares withheld for tax | 27,313 | $4.42 | $120.7K |
| 2026-07-27 | Towe Steven Mark |
Shares withheld for tax | 48,959 | $4.42 | $216.4K |
| 2026-07-27 | Ingram Melissa Rose |
Shares withheld for tax | 12,018 | $4.42 | $53.1K |
| 2026-07-27 | Wilson David |
Shares withheld for tax | 13,250 | $4.42 | $58.6K |
| 2026-05-18 | Mcconnell Michael J |
Grant/award | 24,396 | — | — |
| 2026-05-18 | Jacobs Ian |
Grant/award | 24,396 | — | — |
Well-known investors holding AIOT (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 1,268,663 | $4.9M | 0.01% | Reduced 17% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 512,435 | $2.0M | 0.0% | Added 39% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 508,501 | $1.9M | 0.0% | Reduced 24% |
| Millennium Management (Israel Englander) | 2026-06-30 | 532,804 | $1.6M | — | Sold out |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 78,122 | $240.6K | — | Sold out |