What changed in this filing

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Item 1. Financial Statements

2022-11-09 compared with 2022-08-09 · 441 added, 338 removed, 602 unchanged (56% of the section changed)

3 unchanged sentences

thousands, except per share data)

June 30, 2022

December 31, 2021 *

September 30, 2022

Current assets:

Cash and cash equivalents

Cash and cash

Restricted cash

Accounts receivable, net of allowance for doubtful accounts of $ 3,176 and $ 2,641 in 2021 and 2022, respectively

Accounts receivable, net

of allowance for doubtful accounts of $ 3,176 and $ 2,835 in 2021 and 2022, respectively

Inventory, net

Deferred costs - current

Prepaid expenses and other current assets

expenses and other current assets

Total current assets

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Current liabilities:

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

Accounts payable and accrued expenses

Short-term bank debt and

current maturities of long-term debt

Accounts payable and accrued

Deferred revenue - current

Lease liability - current

liability - current

Total current liabilities

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Other long-term liabilities

Total liabilities

Commitments and Contingencies (note 20)

MEZZANINE EQUITY

Convertible redeemable preferred stock:

Convertible redeemable

preferred stock:

Series A – 100 shares authorized, $ 0.01 par value;

55 and 57 shares issued and outstanding at December 31, 2021 and June 30, 2022

55 and 58 shares issued and outstanding at December 31,

2021 and September 30, 2022

Preferred stock;

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Common stock;

authorized 75,000 shares, $ 0.01 par value;

37,263 and 37,546 shares issued at December 31, 2021 and June 30, 2022, respectively;

shares outstanding, 35,882 and 36,119 at December 31, 2021 and June 30, 2022, respectively

authorized 75,000 shares, $ 0.01

37,263 and 37,584 shares issued at December 31, 2021 and September 30, 2022, respectively;

shares outstanding, 35,882

and 36,156 at December 31, 2021 and September 30, 2022, respectively

Additional paid-in capital

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Treasury stock;

1,381 and 1,427 common shares at cost at December 31, 2021 and June 30, 2022, respectively

and 1,429 common shares at cost at December 31, 2021 and September 30, 2022, respectively

Total Powerfleet, Inc.

stockholders’ equity

stockholders’

Non-controlling interest

Total liabilities and stockholders’ equity

Total liabilities and

stockholders’ equity

from audited balance sheet as of December 31, 2021.

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thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Total revenues

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Cost of services

Total cost of revenues

cost of revenues

Operating expenses:

Selling, general and administrative expenses

Research and development expenses

Total Operating expenses

Selling, general and administrative

and development expenses

Operating expenses

Loss from operations

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Interest expense

Other (expense) income, net

Other (expense) income,

Net loss before income taxes

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Preferred stock dividend

Net loss attributable to common stockholders

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

Weighted average common shares outstanding - basic and diluted

Net loss attributable

to common stockholders

Net loss per share attributable

to common stockholders - basic and diluted

Weighted average common

shares outstanding - basic and diluted

accompanying notes to unaudited condensed consolidated financial statements.

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thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Net loss attributable to common stockholders

Months Ended September 30,

attributable to common stockholders

Other comprehensive (loss) income, net:

Foreign currency translation adjustment

Total other comprehensive income (loss)

Comprehensive loss

Foreign currency translation

Total other comprehensive

income (loss)

Comprehensive

accompanying notes to unaudited condensed consolidated financial statements.

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thousands, except per share data)

Number of Shares

Comprehensive

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Stockholders’

Number of Shares

Comprehensive

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Stockholders’

at January 1, 2022

Balance at January 1, 2022

$ ( 134,437 )

loss attributable to common stockholders

loss attributable to non-controlling interest

currency translation adjustment

of restricted shares

of restricted stock units

withheld pursuant to vesting of restricted stock

Net loss attributable to common stockholders

Net income attributable to non-controlling interest

Foreign currency translation adjustment

Issuance of restricted shares

Forfeiture of restricted shares

Vesting of restricted stock units

Shares withheld pursuant to vesting of restricted

Stock based compensation

at March 31, 2022

Balance at March 31, 2022

$ ( 137,366 )

loss attributable to common stockholders

loss attributable to non-controlling interest

currency translation adjustment

of restricted shares

withheld pursuant to vesting of restricted stock

Net loss attributable to common stockholders

Net income attributable to non-controlling interest

Foreign currency translation adjustment

Forfeiture of restricted shares

Shares withheld pursuant to vesting of restricted

Stock based compensation

at June 30, 2022

Balance at June 30, 2022

$ ( 137,484 )

Comprehensive

Income (Loss)

Stockholders’

Net loss attributable

to common stockholders

Net income attributable

to non-controlling interest

Issuance of restricted

Foreign currency translation

Forfeiture of restricted shares

Shares withheld pursuant

to vesting of restricted stock

Stock based compensation

Balance at September 30, 2022

$ ( 139,784 )

Paid-in Capital

Other Comprehensive

Income (Loss)

Comprehensive Income (Loss)

Non-controlling

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Vesting of restricted stock units

Shares issued pursuant to exercise of stock options

Shares withheld pursuant to vesting of restricted stock

Shares withheld pursuant to exercise of stock options

Shares issued pursuant to exercise of stock

Shares withheld pursuant to vesting of restricted

Shares withheld pursuant to exercise of stock

Stock based compensation

Common shares issued, net of issuance

Common shares issued,

net of issuance costs

Balance at March 31, 2021

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Vesting of restricted stock units

Shares issued pursuant to exercise of stock options

Shares withheld pursuant to vesting of restricted stock

Shares issued pursuant to exercise of stock

Shares withheld pursuant to vesting of restricted

Stock based compensation

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$ ( 124,375 )

Net loss attributable to common stockholders

Net loss attributable to non-controlling interest

Net income (loss) attributable to

non-controlling interest

Foreign currency translation adjustment

Issuance of restricted shares

Forfeiture of restricted shares

Stock based compensation

Shares issued pursuant to exercise of stock

Shares withheld pursuant to vesting of restricted

Balance at September 30, 2021

$ ( 127,720 )

accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

thousands, except per share data)

Six Months Ended June 30,

Cash flows from operating activities

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

Cash flows from operating

Adjustments to reconcile net loss to cash (used

in) provided by operating activities:

Non-controlling interest

Inventory reserve

Stock based compensation expense

Stock based compensation

Depreciation and amortization

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

Right-of-use assets, non-cash

lease expense

Bad debt expense

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Accounts receivable

Prepaid expenses and other assets

Prepaid expenses and other

Deferred costs

Deferred revenue

Accounts payable and accrued expenses

Accounts payable and accrued

Lease liabilities

Accrued severance payable, net

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Proceeds from sale of property and equipment

severance payable, net

cash provided by (used in) operating activities

Cash flows from investing

Capital expenditures

Net cash (used in) investing activities

Cash flows from financing activities:

cash (used in) investing activities

Cash flows from financing

Net proceeds from stock offering

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Proceeds from exercise of stock options, net

Purchase of treasury stock upon vesting of restricted stock

Net cash provided by (used in) financing activities

Effect of foreign exchange rate changes on cash and cash equivalents

Net (decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash - beginning of period

Cash, cash equivalents and restricted cash - end of period

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

Purchase of treasury

stock upon vesting of restricted stock

cash provided by (used in) financing activities

Effect of foreign exchange

rate changes on cash and cash equivalents

Net increase (decrease)

in cash, cash equivalents and restricted cash

Cash, cash equivalents

and restricted cash - beginning of period

cash equivalents and restricted cash - end of period

Reconciliation of cash, cash equivalents, and

restricted cash, beginning of period

Cash and cash equivalents

Restricted cash

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

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

Cash, cash equivalents,

and restricted cash, beginning of period

Reconciliation of cash, cash equivalents, and

restricted cash, end of period

Cash and cash equivalents

Restricted cash

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

Supplemental disclosure of cash flow information:

Cash, cash equivalents,

and restricted cash, end of period

Supplemental disclosure

of cash flow information:

Cash paid for:

Noncash investing and financing activities:

Value of shares withheld pursuant to exercise of stock options

Noncash investing and financing

Value of shares withheld

pursuant to exercise of stock options

accompanying notes to unaudited condensed consolidated financial statements.

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customers and suppliers.

addition, the Company has experienced a significant impact to its supply chain given COVID-19 and the related global semiconductor

chip shortage, including delays in supply chain deliveries, extended lead times and shortages of certain key components, some raw

material cost increases and slowdowns at certain production facilities.

As a result of these supply chain issues, the Company has

had to increase its volume of inventory to ensure supply.

During the three- and six-month periods ended June 30, 2022, the Company

incurred supply chain constraint expenses which lowered its gross margins and decreased its profitability.

The supply chain

disruptions and the related global semiconductor chip shortage have delayed and may continue to delay the timing of some orders and

expected deliveries of the Company’s products.

If the impact of the supply chain disruptions are more severe than the Company

expects, it could result in longer lead times, inventory supply challenges and further increased costs, all of which could result in

the deterioration of the Company’s results, potentially for a longer period than currently anticipated.

addition, the Company has experienced a significant impact to its supply chain given COVID-19 and the related global semiconductor chip

shortage, including delays in supply chain deliveries, extended lead times and shortages of certain key components, some raw material

cost increases and slowdowns at certain production facilities.

As a result of these supply chain issues, the Company has had to increase

its volume of inventory to ensure supply.

During the three- and nine-month periods ended September 30, 2022, the Company incurred supply

chain constraint expenses which lowered its gross margins and decreased its profitability.

The supply chain disruptions and the related

global semiconductor chip shortage have delayed and may continue to delay the timing of some orders and expected deliveries of the Company’s

If the impact of the supply chain disruptions are more severe than the Company expects, it could result in longer lead times,

inventory supply challenges and further increased costs, all of which could result in the deterioration of the Company’s results,

potentially for a longer period than currently anticipated.

of the date of these unaudited consolidated financial statements, the full extent to which the COVID-19 pandemic and the related supply

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include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the consolidated

financial position of the Company as of June 30, 2022, the consolidated results of its operations for the three- and six-month periods

ended June 30, 2021 and 2022, the consolidated change in stockholders’ equity for the three-month periods ended March 31 and June

30, 2021 and 2022, and the consolidated cash flows for the six-month periods ended June 30, 2021 and 2022.

The results of operations

for the three- and six-month periods ended June 30, 2022 are not necessarily indicative of the operating results for the full year.

financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures for the

year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year then ended.

of June 30, 2022, the Company had cash (including restricted cash) and cash equivalents of $ 18,012 and working capital of $ 38,526 .

Company’s primary sources of cash are cash flows from operating activities, its holdings of cash, cash equivalents and investments

financial position of the Company as of September 30, 2022, the consolidated results of its operations for the three- and nine-month

periods ended September 30, 2021 and 2022, the consolidated change in stockholders’ equity for the three-month periods ended March

31, June 30, and September 30, 2021 and 2022, and the consolidated cash flows for the nine-month periods ended September 30, 2021 and

The results of operations for the three- and nine-month periods ended September 30, 2022 are not necessarily indicative of the

operating results for the full year.

These financial statements should be read in conjunction with the audited consolidated financial

statements and related disclosures for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for

the year then ended.

of September 30, 2022, the Company had cash (including restricted cash) and cash equivalents of $ 17,012 and working capital of $ 36,658 .

The Company’s primary sources of cash are cash flows from operating activities, its holdings of cash, cash equivalents and investments

from the sale of its capital stock and borrowings under its credit facility.

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addition, the Company’s subsidiaries, Powerfleet Israel Ltd.

(“PowerFleet Israel”) and Pointer, are party to a Credit

Agreement (the “Credit Agreement”) with Bank Hapoalim B.M.

(“Hapoalim”), pursuant to which Hapoalim provided

PowerFleet Israel with two senior secured term loan facilities in an aggregate principal amount of $ 30,000 (comprised of two facilities

in the aggregate principal amount of $ 20,000 and $ 10,000 ) and a five-year revolving credit facility to Pointer in an aggregate principal

amount of $ 10,000 .

(“Powerfleet Israel”) and Pointer, are party to a

Credit Agreement (the “Credit Agreement”) with Bank Hapoalim B.M.

(“Hapoalim”), pursuant to which Hapoalim

provided Powerfleet Israel with two senior secured term loan facilities in an aggregate principal amount of $ 30,000

(comprised of two facilities in the aggregate principal amount of $ 20,000

and $ 10,000 )

and a five-year

revolving credit facility to Pointer in an aggregate principal amount of $ 10,000 .

The proceeds of the term loan facilities were used to finance a portion of the cash consideration payable in the Company’s

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The proceeds of the revolving credit facility may be used by Pointer for general corporate purposes.

borrowed $ 2,330 under the revolving credit facility as of June 30, 2022.

Company borrowed net $ 3,949

under the revolving credit facility as of September 30, 2022.

See Note 11 for additional information.

In June 2012, Pointer entered into a one-year $ 1,000

revolving credit facility with Discount Bank, which renews annually, subject to the bank’s approval.

The proceeds of the revolving credit facility may be used by Pointer for general

corporate purposes.

The Company did not have any borrowings outstanding under the revolving credit facility as of June 30,

June 2012, Pointer entered into a one-year $ 1,000 revolving credit facility with Discount Bank, which renews annually, subject to the

bank’s approval.

The proceeds of the revolving credit facility may be used by Pointer for general corporate purposes.

did not have any borrowings outstanding under the revolving credit facility with Discount Bank as of September 30, 2022.

October 31, 2022, the Borrowers entered into a third amendment to the Credit Agreement (the “Third Amendment”) with Hapoalim.

The Third Amendment provides for, among other things, a new revolving credit facility to Pointer in the aggregate principal amount of

$ 10 million (the “New Revolver”).

The New Revolver will be available for a period of one month, commencing on October 31,

2022, and will continue to be available for successive one-month periods until and including October 30, 2023, unless the Borrowers deliver

a notice to Hapoalim of their request not to renew the New Revolver.

New Revolver will initially bear interest at the Secured Overnight Financing Rate plus 2.59%.

Such interest is subject to monthly changes

by Hapoalim, provided that Hapoalim gives Pointer advance notice regarding such change prior to the end of the applicable calendar month .

New Revolver will be secured by a first ranking fixed pledge and assignment by Pointer over its new bank account, which was opened in

connection with the New Revolver, and all of the rights relating thereunder as well as a cross guarantee by Powerfleet Israel.

is required to pay a credit allocation fee equal to 0.5 % per annum on undrawn and uncancelled amounts of the New Revolver.

Company has on file a shelf registration statement on Form S-3 that was declared effective by the Securities and Exchange Commission

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in the Underwritten Public Offering were made pursuant to the Company’s shelf registration statement.

of the COVID-19 pandemic, there continues to be significant uncertainty surrounding the potential impact on our results of operations and cash flows.

During 2021 and 2022, we proactively took steps to increase available cash on hand including, but not limited to, targeted reductions

in discretionary operating expenses and capital expenditures.

of the COVID-19 pandemic, there continues to be significant uncertainty surrounding the potential impact on our results of operations

and cash flows.

During 2021 and 2022, we proactively took steps to increase available cash on hand including, but not limited to, targeted

reductions in discretionary operating expenses and capital expenditures.

Company believes that its available working capital, anticipated level of future revenues, expected cash flows from operations and available

borrowings under its revolving credit facility with Hapoalim will provide sufficient funds to cover capital requirements through at least

August 9, 2023.

November 9, 2023.

2 – USE OF ESTIMATES

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The most significant estimates relate to

realization of deferred tax assets, the impairment of intangible assets, and market-based stock compensation costs.

results could differ from those estimates.

of June 30, 2022, the impact of COVID-19 continues to unfold.

In addition, the Company has experienced increased economic

uncertainty due to rising interest rates, higher inflation and supply chain disruptions.

As a result, many of our estimates and

assumptions required increased judgment and carry a higher degree of variability and volatility.

As events continue to evolve and

additional information becomes available, our estimates may change materially in future periods.

capitalized software, realization of deferred tax assets, the impairment of intangible assets including goodwill, and market-based stock compensation

Actual results could differ from those estimates.

of September 30, 2022, the impact of COVID-19 continues to unfold.

In addition, the Company has experienced increased economic uncertainty

due to rising interest rates, higher inflation and supply chain disruptions.

As a result, many of our estimates and assumptions required

increased judgment and carry a higher degree of variability and volatility.

As events continue to evolve and additional information becomes

available, our estimates may change materially in future periods.

3 – CASH AND CASH EQUIVALENTS

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Corporation (FDIC) and other local jurisdictional limits.

Restricted cash at December 31, 2021 and June 30, 2022 consists of cash held

in escrow for purchases from a vendor.

Restricted cash at December 31, 2021 and September 30, 2022 consists of cash

held in escrow for purchases from a vendor.

4 - REVENUE RECOGNITION

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for services performed.

following table presents the Company’s revenues disaggregated by revenue source for the three- and six-months ended June 30, 2021

following table presents the Company’s revenues disaggregated by revenue source for the three- and nine-months ended September

30, 2021 and 2022:

SCHEDULE OF REVENUE DISAGGREGATED BY REVENUE SOURCE

Three Months Ended June 30

Six Months Ended June 30,

balances of contract assets, and contract liabilities from contracts with customers are as follows as of December 31, 2021 and June

Months Ended September 30,

balances of contract assets, and contract liabilities from contracts with customers are as follows as of December 31, 2021 and September

SCHEDULE OF DEFERRED REVENUE

December 31, 2021

June 30, 2022

Deferred contract costs

contract costs

Deferred costs

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Deferred revenue

Deferred revenue and contract liabilities - current portion

Deferred revenue and contract liabilities - less current portion

Deferred revenue

and contract liabilities - current portion

Deferred revenue and

contract liabilities - less current portion

Company records deferred revenues when cash payments are received or due in advance of the Company’s performance.

For the three-

and six-month periods ended June 30, 2021 and 2022, the Company recognized revenue of $ 2,502 and $ 5,220 , respectively, and $ 2,659

and nine-month periods ended September 30, 2021 and 2022, the Company recognized revenue of $ 2,547 and $ 7,767 , respectively, and

$ 3,174 and $ 8,040 , respectively, that was included in the deferred revenue balance at the beginning of each reporting period.

expects to recognize as revenue these deferred revenue balances before the year 2027, when the services are performed and, therefore,

satisfies its performance obligation to the customers.

Company expects to recognize as revenue these deferred revenue balances before the year 2027, when the services are performed and,

therefore, satisfies its performance obligation to the customers.

5 – PREPAID EXPENSES AND OTHER ASSETS

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SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

December 31, 2021

June 30, 2022

Finance receivables, current

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Inventory is shown net of

a valuation reserve of $ 260 at December 31, 2021 and $ 346 at June 30, 2022.

a valuation reserve of $ 260 at December 31, 2021 and $ 406 at September 30, 2022.

consist of the following:

SCHEDULE OF INVENTORIES

December 31, 2021

June 30, 2022

Work in process

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SCHEDULE OF FIXED ASSETS

December 31, 2021

June 30, 2022

Installed products

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Property, plant and equipment, gross

Accumulated depreciation and amortization

Accumulated depreciation

and amortization

Property, plant and equipment,

and amortization expense of fixed assets for the three- and six-month periods ended June 30, 2021 was $ 788 and $ 1,633 , respectively,

and for the three- and six- month periods ended June 30, 2022 was $ 770 and $ 1,584 , respectively.

This includes amortization of costs

associated with computer software for the three- and six-month periods ended June 30, 2021 of $ 103 and $ 210 , respectively, and for the

three- and six-month periods ended June 30, 2022 of $ 26 and $ 135 , respectively.

and amortization expense of fixed assets for the three- and nine-month periods ended September 30, 2021 was $ 865 and $ 2,498 , respectively,

and for the three- and nine- month periods ended September 30, 2022 was $ 752 and $ 2,336 , respectively.

This includes amortization of

costs associated with computer software for the three- and nine-month periods ended September 30, 2021 of $ 106 and $ 316 , respectively,

and for the three- and nine-month periods ended September 30, 2022 of $ 11 and $ 145 , respectively.

8 - INTANGIBLE ASSETS AND GOODWILL

following table summarizes identifiable intangible assets of the Company as of December 31, 2021 and June 30, 2022:

incurred internally in researching and developing software products are charged to expense until technological feasibility has been established

for the product.

Once technological feasibility is established, software costs are capitalized until the product is available for general

release to customers.

Judgment is required in determining when technological feasibility of a product is established.

The amortization

of these costs will be included in cost of revenue over the estimated life of the products.

following table summarizes identifiable intangible assets of the Company as of December 31, 2021 and September 30, 2022:

SCHEDULE OF INTANGIBLE ASSETS

June 30, 2022

Accumulated Amortization

Net Carrying Amount

Carrying Amount

Customer relationships

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Trademark and tradename

December 31, 2021

Accumulated Amortization

Net Carrying Amount

Carrying Amount

Customer relationships

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Trademark and tradename

June 30 2022, the weighted-average amortization period for the intangible assets was 9.1 years.

At June 30, 2022, the weighted-average

September 30, 2022, the weighted-average amortization period for the intangible assets was 8.9 years.

At September 30, 2022, the weighted-average

amortization periods for customer relationships, trademarks and trade names, patents, technology, favorable contract interests and covenant

not to compete were 11.9 , 9.6 , 7.0 , 4.3 , 0.0 and 5.0 years, respectively.

expense for the three- and six-month periods ended June 30, 2021 was $ 1,298 and $ 2,597 , respectively, and for the three- and six-month

periods ended June 30, 2022 was $ 1,275 and $ 2,549 , respectively.

expense for the three- and nine-month periods ended September 30, 2021 was $ 1,282 and $ 3,879 , respectively, and for the three- and nine-month

periods ended September 30, 2022 was $ 1,267 and $ 3,816 , respectively.

Estimated future amortization expense for each of the five succeeding

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2022 (remaining)

intangible assets

have been no changes in the carrying amount of goodwill from January 1, 2021 to June 30, 2022.

the six-month period ended June 30, 2022, the Company did not identify any indicators of impairment.

Finite-Lived intangible

The Company tests for goodwill

impairment at the reporting unit level on October 1 of each year and between annual tests if a triggering event indicates the possibility

of an impairment.

The Company monitors changing business conditions as well as industry and economic factors, among others, for events

which could trigger the need for an interim impairment analysis.

The Company concluded that a sustained decline in its stock price coupled

with continuing losses, represented a triggering event for impairment during the third quarter.

Accordingly, the Company performed an interim quantitative impairment analysis

at September 30, 2022 using a market-based quantitative assessment utilizing a combination of the (i) the guideline public company method(“GPC”)

applying revenue and adjusted EBITDA multiples of similar companies and, (ii) the discounted cash flow method (‘DCF”).

fair value determination used in the impairment assessment requires estimates of the fair values based present value or other valuation

techniques or a combination thereof, necessitating subjective judgments and assumptions by management.

These estimates and assumptions

could result in significant differences to the amounts reported if underlying circumstances were to change.

The Company concluded that

no impairment relating to goodwill existed at September 30, 2022.

have been no changes in the carrying amount of goodwill from January 1, 2022 to September 30, 2022.

9 - STOCK-BASED COMPENSATION

the first fiscal quarter of 2022, the Company granted options to purchase 5,065,000

shares of the Company’s common stock to certain executives.

The options have an exercise price that range from $ 2.85

The options will vest and become exercisable if the volume weighted average price of the Company’s common stock during a

consecutive 60-day trading period (the “60 Day VWAP”) ranges between $ 10.50

and $ 21.00 .

The Company valued the market-based performance stock option awards using a Monte Carlo simulation model using a daily price

forecast over ten years until expiration utilizing Geometric Brownian Motion that considers a variety of factors including, but not

limited to, the Company’s common stock price, risk-free rate ( 1.7 %),

and expected stock price volatility ( 51.7 %)

over the expected life of awards ( 10

the first fiscal quarter of 2022, the Company granted options to purchase 5,065,000 shares of the Company’s common stock to certain

The options have an exercise price that range from $ 2.85 to $ 21.00 .

The options will vest and become exercisable if the volume

weighted average price of the Company’s common stock during a consecutive 60-day trading period (the “60 Day VWAP”)

ranges between $ 10.50 and $ 21.00 .

The Company valued the market-based performance stock option awards using a Monte Carlo simulation

model using a daily price forecast over ten years until expiration utilizing Geometric Brownian Motion that considers a variety of factors

including, but not limited to, the Company’s common stock price, risk-free rate ( 1.7 %), and expected stock price volatility ( 51.7 %)

over the expected life of awards ( 10 years ).

The weighted average fair value of options granted during the period was $ 1.27 .

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following table summarizes the activity relating to the Company’s market-based stock options that were granted to certain executives

for the six-month period ended June 30, 2022:

for the nine-month period ended September 30, 2022:

SCHEDULE OF STOCK OPTIONS ACTIVITY

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following table summarizes the activity relating to the Company’s stock options, excluding the market-based stock options that

were granted to certain executives, for the six-month period ended June 30, 2022:

were granted to certain executives, for the nine-month period ended September 30, 2022:

Exercise Price

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Dividend yield

Weighted-average fair value of options granted during year

Weighted-average fair value of options granted

volatility is based on historical volatility of the Company’s common stock and the expected life of options is based on historical

data with respect to employee exercise periods.

Company recorded stock-based compensation expense of $ 339 and $ 716 , for the three- and six-month periods ended June 30, 2021, respectively,

and $ 1,267 and $ 1,301 , for the three- and six-month periods ended June 30, 2022, respectively, in connection with awards made under

the stock option plans.

fair value of options vested during the six-month periods ended June 30, 2021 and 2022 was $ 438 and $ 376 , respectively.

The total intrinsic

value of options exercised during the three-month periods ended June 30, 2021 and 2022 was $ 465 and $- 0 -, respectively.

of June 30, 2022, there was approximately $ 7,110 of unrecognized compensation cost related to non-vested options granted under the Company’s

stock option plans for the performance stock options that were granted to certain executives.

That cost is expected to be recognized

over a weighted-average period of 3.44 years.

of June 30, 2022, there was approximately $ 2,595 of unrecognized compensation cost related to non-vested options granted under the Company’s

stock option plans that exclude the performance stock options.

That cost is expected to be recognized over a weighted average period

of 3.19 years.

Company recorded stock-based compensation expense of $ 345 and $ 1,061 , for the three- and nine-month periods ended September 30, 2021,

respectively, and $ 809 and $ 2,110 , for the three- and nine-month periods ended September 30, 2022, respectively, in connection with awards

made under the stock option plans.

fair value of options vested during the nine-month periods ended September 30, 2021 and 2022 was $ 508 and $ 409 , respectively.

intrinsic value of options exercised during the three-month periods ended September 30, 2021 and 2022 was $ 470 and $- 0 -, respectively.

of September 30, 2022, there was approximately $ 6,558 of unrecognized compensation cost related to non-vested options granted under the

Company’s stock option plans for the performance stock options that were granted to certain executives.

That cost is expected to

be recognized over a weighted-average period of 3.20 years.

of September 30, 2022, there was approximately $ 2,266 of unrecognized compensation cost related to non-vested options granted under the

Company’s stock option plans that exclude the performance stock options.

That cost is expected to be recognized over a weighted

average period of 3.10 years.

Company estimates forfeitures at the time of valuation and reduces expense ratably over the vesting period.

7 unchanged sentences

A summary of all non-vested restricted stock

for the six-month period ended June 30, 2022 is as follows:

for the nine-month period ended September 30, 2022 is as follows:

SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY

Number of Non-

Vested Shares

1 unchanged sentence

Date Fair Value

Restricted stock, non-vested, beginning of year

Restricted stock, non-vested, end of period

Company recorded stock-based compensation expense of $ 710 and $ 1,375 , respectively, for the three- and six-month periods ended June 30,

2021 and $ 355 and $ 743 , respectively, for the three-and six-month periods ended June 30, 2022 in connection with restricted stock grants.

As of June 30, 2022, there was $ 2,850 of total unrecognized compensation cost related to non-vested shares.

That cost is expected to

be recognized over a weighted-average period of 2.83 years.

Restricted stock, non-vested, beginning

Restricted stock, non-vested,

end of period

Company recorded stock-based compensation expense of $ 533

for the three- and nine-month periods ended September 30, 2021, respectively, and $ 254

and $ 997 for the three-and nine-month periods ended September 30, 2022, respectively, in connection with restricted stock

As of September 30, 2022, there was $ 2,557

of total unrecognized compensation cost related to non-vested shares.

That cost is expected to be recognized over a weighted-average

period of 2.58

Restricted Stock Units:

1 unchanged sentence

The following table summarizes the activity relating to the Company’s

restricted stock units for the three-month period ended June 30, 2022:

restricted stock units for the three-month period ended September 30, 2022:

SCHEDULE OF NON-VESTED RESTRICTED STOCK ACTIVITY

2 unchanged sentences

Date Fair Value

Restricted stock units, non-vested, beginning of year

Restricted stock units, non-vested, end of period

Company recorded stock-based compensation expense of $ 46 and $ 101 , respectively, for the three- and six-month periods ended June 30,

2021 and $ 7 and $ 42 , respectively, for the three- and six-month periods ended June 30, 2022 in connection with the RSUs.

As of June 30,

2022, there was $ 10 total unrecognized compensation cost related to non-vested RSUs.

That cost is expected to be recognized over a weighted-average

period of 0.38 years.

Restricted stock units, non-vested,

beginning of year

Restricted stock units,

non-vested, end of period

Company recorded stock-based compensation expense of $ 51 and

for the three- and nine-month periods ended September 30, 2021, respectively, and $ 7 and

for the three- and nine-month periods ended September 30, 2022, respectively, in connection with the RSUs.

As of September 30, 2022,

there was $ 3 total

unrecognized compensation cost related to non-vested RSUs.

That cost is expected to be recognized over a weighted-average period of 0.13 years.

10 - NET LOSS PER SHARE

loss per share for the three- and six-month periods ended June 30, 2021 and 2022 are as follows:

loss per share for the three- and nine-month periods ended September 30, 2021 and 2022 are as follows:

SCHEDULE OF NET LOSS PER SHARE BASIC AND DILUTED

Three Months Ended June 30,

Six Months Ended June 30,

Basic and diluted loss per share

Net loss attributable to common stockholders

Weighted-average common share outstanding - basic and diluted

Net loss attributable to common stockholders - basic and diluted

Months Ended September 30,

Basic and diluted loss per

attributable to common stockholders

Weighted-average common

share outstanding - basic and diluted

Net loss attributable

to common stockholders - basic and diluted

loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares

13 unchanged sentences

loss, no effect is given to the participating securities because they do not share in the losses of the Company.

For the six-month periods

ended June 30, 2021 and 2022, the basic and diluted weighted-average shares outstanding are the same, since the effect from the potential

exercise of outstanding stock options, conversion of preferred stock, and vesting of restricted stock and restricted stock units totaling

12,141 and 16,438 , respectively, would have been anti-dilutive due to the loss.

For the nine-month periods

ended September 30, 2021 and 2022, the basic and diluted weighted-average shares outstanding are the same, since the effect from the

potential exercise of outstanding stock options, conversion of preferred stock, and vesting of restricted stock and restricted stock

units totaling 11,939 and 16,517 , respectively, would have been anti-dilutive due to the loss.

11 - SHORT-TERM BANK DEBT AND LONG-TERM DEBT

SCHEDULE OF LONG TERM DEBT

December 31, 2021

June 30, 2022

Current maturities of long-term debt

Long term debt - less current maturities

maturities of long-term debt

Long term debt - less

current maturities

connection with the Transactions, Powerfleet Israel incurred $ 30,000 in term loan borrowings on the closing date of the Transactions

4 unchanged sentences

aggregate principal amount of $ 10,000 (collectively, the “Credit Facilities”).

As of June 30, 2022, the Company borrowed $ 2,330

As of September 30, 2022, the Company borrowed

$ 3,949 under the Revolving Facility.

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levels to Pointer’s EBITDA.

The Company is in compliance with the covenants as of June 30, 2022.

The Company is in compliance with the covenants as of September 30, 2022.

connection with the Credit Facilities, the Company incurred debt issuance costs of $ 742 .

For the three- and six-month periods ended June

30, 2021, amortization of the debt issuance costs was $ 72 and $ 155 , respectively.

For the three- and six-month periods ended June 30,

2022, amortization of the debt issuance costs was $ 55 and $ 119 , respectively.

The Company recorded charges of $ 276 and $ 553 for the three-

and six-month periods ended June 30, 2021, respectively, and $ 200 and $ 436 for the three- and six-month periods ended June 30, 2022, respectively,

to interest expense on its consolidated statements of operations related to interest expense and amortization of debt issuance costs

associated with the Credit Facilities.

In June 2012, Pointer entered into a

one-year $ 1,000

revolving credit facility with Discount Bank, which renews annually, subject to the bank’s approval.

The proceeds of the revolving credit facility may be used by Pointer for general

corporate purposes.

The Company did not have any borrowings outstanding under the revolving credit facility as of June 30,

maturities of the long-term debt as of June 30, 2022 are as follows:

For the three- and nine-month periods ended

September 30, 2021, amortization of the debt issuance costs was $ 68 and $ 223 , respectively.

For the three- and nine-month periods ended

September 30, 2022, amortization of the debt issuance costs was $ 49 and $ 168 , respectively.

The Company recorded charges of $ 268 and

$ 821 for the three- and nine-month periods ended September 30, 2021, respectively, and $ 196 and $ 642 for the three- and nine-month periods

ended September 30, 2022, respectively, to interest expense on its consolidated statements of operations related to interest expense

and amortization of debt issuance costs associated with the Credit Facilities.

June 2012, Pointer entered into a one-year $ 1,000 revolving credit facility with Discount Bank, which renews annually, subject to the

bank’s approval.

The proceeds of the revolving credit facility may be used by Pointer for general corporate purposes.

did not have any borrowings outstanding under the revolving credit facility with Discount Bank as of September 30, 2022.

October 31, 2022, the Borrowers entered into a third amendment to the Credit Agreement (the “Third Amendment”) with Hapoalim.

The Third Amendment provides for, among other things, a new revolving credit facility to Pointer in the aggregate principal amount of

$ 10 million (the “New Revolver”).

The New Revolver will be available for a period of one month, commencing on October 31,

2022, and will continue to be available for successive one-month periods until and including October 30, 2023, unless the Borrowers deliver

a notice to Hapoalim of their request not to renew the New Revolver.

New Revolver will initially bear interest at the Secured Overnight Financing Rate plus 2.59%.

Such interest is subject to monthly changes

by Hapoalim, provided that Hapoalim gives Pointer advance notice regarding such change prior to the end of the applicable calendar month.

New Revolver will be secured by a first ranking fixed pledge and assignment by Pointer over its new bank account, which was opened in

connection with the New Revolver, and all of the rights relating thereunder as well as a cross guarantee by PowerFleet Israel.

is required to pay a credit allocation fee equal to 0.5 % per annum on undrawn and uncancelled amounts of the New Revolver.

maturities of the long-term debt as of September 30, 2022 are as follows:

SCHEDULE OF MATURITIES OF LONG TERM DEBT

Year ending December 31:

July - December 2022

October - December 2022

Long term debt

5 unchanged sentences

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

December 31, 2021

June 30, 2022

Accounts payable

10 unchanged sentences

shipped and is included in accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets as of December 31, 2021

and June 30, 2022.

following table summarizes warranty activity for the six-month periods ended June 30, 2021 and 2022:

and September 30, 2022.

following table summarizes warranty activity for the nine-month periods ended September 30, 2021 and 2022:

SCHEDULE OF PRODUCT WARRANTY LIABILITY

Six Months Ended June 30,

Accrued warranty reserve, beginning of year

Accrued warranty reserve, beginning

Accrual for product warranties issued

1 unchanged sentence

Expiration of warranties

Accrued warranty reserve, end of period (a)

non-current accrued warranty included in other long-term liabilities at December 31, 2021 and June 30, 2022 of $ 187 and $ 173 , respectively.

Accrued warranty reserve,

end of period ( a )

non-current accrued warranty included in other long-term liabilities at December 31, 2021 and September 30, 2022 of $ 187 and $ 167 ,

respectively.

13 - STOCKHOLDERS’ EQUITY

10 unchanged sentences

(the “Investors”).

For the six-month periods ended June 30, 2021 and June 30, 2022, the Company issued - 0 - and 2 additional shares of Series A Preferred

Stock, respectively.

For the nine-month periods ended September 30, 2021 and September 30, 2022, the Company issued - 0 - and 3 additional shares of Series

A Preferred Stock, respectively.

Series A Preferred Stock has a liquidation preference equal to the greater of (i) the original issuance price of $ 1,000.00 per share,

12 unchanged sentences

of Incorporation (the “Charter”).

During the six-month period ended June 30, 2022, the Company paid dividends in the amounts

of 2 shares to the holders of the Series A Preferred Stock.

As of June 30, 2022, dividends in arrears were $- 0 -.

During the nine-month period ended September 30, 2022, the Company paid dividends in the

amounts of 3 shares to the holders of the Series A Preferred Stock.

As of September 30, 2022, dividends in arrears were $- 0 -.

Consent Rights

42 unchanged sentences

income (loss) includes net loss and foreign currency translation gains and losses.

accumulated balances for each classification of other comprehensive loss for the six-month period ended June 30, 2022 are as follows:

accumulated balances for each classification of other comprehensive loss for the nine-month period ended September 30, 2022 are as follows:

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE LOSS

1 unchanged sentence

income/(loss)

January 1, 2022

current period change

at June 30, 2022

accumulated balances for each classification of other comprehensive loss for the six-month period ended June 30, 2021 are as follows:

Balance at January 1, 2022

Net current period

Balance at September

accumulated balances for each classification of other comprehensive loss for the nine-month period ended September 30, 2021 are as follows:

comprehensive

income/(loss)

January 1, 2021

current period change

at June 30, 2021

Balance at January 1, 2021

Net current period

Balance at September

Company’s reporting currency is the U.S.

13 unchanged sentences

Net translation gains/(losses)

from the translation of foreign currency financial statements of $( 331 ) and $( 1,453 ) at June 30, 2021 and 2022, respectively, are included

in comprehensive loss in the Consolidated Statement of Changes in Stockholders’ Equity.

currency translation gains and losses related to operational expenses denominated in a currency other than the functional currency

are included in determining net income or loss.

Foreign currency translation (losses) gains for the three- and six-month periods

ended June 30, 2021 of $ 56 and

respectively, and for the three- and six-month periods ended June 30, 2022 of $( 719 )

and $( 922 ),

from the translation of foreign currency financial statements of $( 423 ) and $( 1,441 ) at September 30, 2021 and 2022, respectively, are

included in comprehensive loss in the Consolidated Statement of Changes in Stockholders’ Equity.

currency translation gains and losses related to operational expenses denominated in a currency other than the functional currency are

included in determining net income or loss.

Foreign currency translation (losses) gains for the three- and nine-month periods ended September

30, 2021 of $( 345 ) and $( 139 ), respectively, and for the three- and nine-month periods ended September 30, 2022 of $( 922 ) and $( 1,844 ),

respectively, are included in selling, general and administrative expenses in the Consolidated Statement of Operations.

currency translation gains (losses) related to long-term debt of $( 615 )

for the three- and six-month periods ended June 30, 2021, respectively, and $ 2,068 and

$ 2,612 for the three- and six-month periods ended June 30, 2022, respectively, are included in interest expense in the

Consolidated Statement of Operations.

Foreign currency

translation gains (losses) related to long-term debt of $( 261 ) and $ 151 for the three- and nine-month periods ended September 30, 2021,

respectively, and $ 191 and $ 2,803 for the three- and nine-month periods ended September 30, 2022, respectively, are included in interest

expense in the Consolidated Statement of Operations.

15 – SEGMENT INFORMATION

2 unchanged sentences

SCHEDULE OF REVENUES AND LONG LIVED ASSETS BY GEOGRAPHICAL REGION

Months Ended June 30,

Months Ended September 30,

United States

Long lived assets by geographic

Long lived assets by geographic region:

United States

16 - INCOME TAXES

The Company records its interim tax provision based

upon a projection of the Company’s annual effective tax rate (“AETR”).

This AETR is applied to the year-to-date consolidated

pre-tax income to determine the interim provision for income taxes before discrete items.

The Company updates the AETR on a quarterly

basis as the pre-tax income projections are revised and tax laws are enacted.

The effective tax rate (“ETR”) each period is

impacted by a number of factors, including the relative mix of domestic and foreign earnings and adjustments to recorded valuation allowances.

The currently forecasted ETR may vary from the actual year-end due to the changes in these factors.

Company records its interim tax provision based upon a projection of the Company’s annual effective tax rate (“AETR”).

This AETR is applied to the year-to-date consolidated pre-tax income to determine the interim provision for income taxes before discrete

The Company updates the AETR on a quarterly basis as the pre-tax income projections are revised and tax laws are enacted.

effective tax rate (“ETR”) each period is impacted by a number of factors, including the relative mix of domestic and foreign

earnings and adjustments to recorded valuation allowances.

The currently forecasted ETR may vary from the actual year-end due to the

changes in these factors.

SCHEDULE OF INCOME BEFORE INCOME TAX DOMESTIC AND FOREIGN

Three Months Ended June 30,

Six Months Ended June 30,

Months Ended September 30,

Domestic pre-tax book income/(loss)

Foreign pre-tax book income/(loss)

Foreign pre-tax book

income/(loss)

Total income before income (loss) taxes

Income tax benefit (expense)

Total income (loss) after taxes

Total income (loss)

Effective tax rate

For the three- and six-month periods ended June

30, 2021 and June 30, 2022, the effective tax rate differed from the statutory tax rates primarily due to the mix of domestic and

foreign earnings amongst taxable jurisdictions, recorded valuation allowances to fully reserve against deferred tax assets in

non-Israel foreign jurisdictions and certain discrete items.

On March 11, 2021, the President of the United States

signed the American Rescue Plan Act (the “ARPA”) into law as a continuing response to the COVID-19 pandemic.

The ARPA implemented

new entity taxation provisions as well as extended unemployment benefits and related incentives to provide further economic relief to

US businesses.

The passage of the ARPA did not have a material impact to the Company nor its calculated AETR for the year.

the three- and nine-month periods ended September 30, 2021 and September 30, 2022, the effective tax rate differed from the statutory

tax rates primarily due to the mix of domestic and foreign earnings amongst taxable jurisdictions, recorded valuation allowances to fully

reserve against deferred tax assets in non-Israel foreign jurisdictions and certain discrete items.

August 16, 2022, the President of the United States signed into law H.R.

5376, commonly referred to as the Inflation Reduction Act of

2022 (the “IRA”).

The tax measures include, among other items, a corporate alternative minimum tax of 15 %;

an excise tax

of 1 % on corporate stock buy-backs;

energy-related tax credits;

and additional funding for the IRS for taxpayer services and enforcement.

The passage of the IRA did not have a material impact to the Company nor its calculated AETR as of September 30, 2022.

August 9, 2022, the President of the United States signed into law H.R.

4346, “The CHIPS and Science Act of 2022.” Tax measures

include a 25% advanced investment tax credit (ITC) for certain investments in semiconductor manufacturing.

The passage of the CHIPS and

Science Act did not have a material impact to the Company nor its calculated AETR as of September 30, 2022.

March 11, 2021, the President of the United States signed the American Rescue Plan Act (the “ARPA”) into law as a continuing

response to the COVID-19 pandemic.

The ARPA implemented new entity taxation provisions as well as extended unemployment benefits and

related incentives to provide further economic relief to US businesses.

The passage of the ARPA did not have a material impact to the

Company nor its calculated AETR as of September 30, 2022.

Company has operating leases for office space and office equipment.

4 unchanged sentences

Lease costs associated with the short-term leases are included in selling, general and administrative expenses on the Company’s

condensed consolidated statements of operations during the three- and six-months ended June 30, 2021 and 2022.

condensed consolidated statements of operations during the three- and nine-months ended September 30, 2021 and 2022.

of lease expense are as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

Months Ended June 30,

Months Ended September 30,

term lease cost:

cash flow information and non-cash activity related to our operating leases are as follows:

SCHEDULE OF CASH FLOW INFORMATION AND NON-CASH ACTIVITY OF OPERATING LEASES

Months Ended June 30,

Months Ended September 30,

Non-cash activity:

assets obtained in exchange for lease obligations

2 unchanged sentences

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE

Weighted-average

remaining lease term (in years)

Weighted-average discount

maturities of operating lease liabilities outstanding as of June 30, 2022 are as follows:

Weighted-average remaining lease

term (in years)

Weighted-average discount rate

maturities of operating lease liabilities outstanding as of September 30, 2022 are as follows:

SCHEDULED MATURITIES OF OPERATING LEASE LIABILITIES

Year ending December 31:

July - December

October - December 2022

Total lease payments

13 unchanged sentences

19 - CONCENTRATION OF CUSTOMERS

the six-month periods ended June 30, 2021 and 2022, there were no customers who generated revenues greater than 10% of the Company’s

the nine-month periods ended September 30, 2021 and 2022, there were no customers who generated revenues greater than 10% of the Company’s

consolidated total revenues or generated greater than 10% of the Company’s consolidated accounts receivable.

11 unchanged sentences

(“Pointer Brazil”) received a notification of lack of payment of VAT tax (Brazilian

ICMS tax) in the amount of $ 224 , plus $ 1,010 of interest and penalty, totaling $ 1,234 as of June 30, 2022.

ICMS tax) in the amount of $ 217 , plus $ 978 of interest and penalty, totaling $ 1,195 as of September 30, 2022.

The Company is vigorously

6 unchanged sentences

and for this reason the Company has not made any provision.

In July 2015, Pointer Brazil received a tax deficiency notice alleging

that the services provided by Pointer Brazil should be classified as “telecommunication services” and therefore Pointer Brazil

should be subject to the state value-added tax.

The aggregate amount claimed to be owed under the notice was approximately $ 12,603 as

of June 30, 2022.

On August 14, 2018, the lower chamber of the State Tax Administrative Court in São Paulo rendered a decision

that was favorable to Pointer Brazil in relation to the ICMS demands, but adverse in regards to the clerical obligation of keeping in

good order a set of ICMS books and related tax receipts.

The remaining claim after this administrative decision is $ 189 .

The state has

the opportunity to appeal to the higher chamber of the State Tax Administrative Court.

The Company’s legal counsel is of the opinion

that the chance of loss is not probable and that no material costs will arise in respect to these claims.

For this reason, the Company

has not made any provision.

July 2015, Pointer Brazil received a tax deficiency notice alleging that the services provided by Pointer Brazil should be classified

as “telecommunication services” and therefore Pointer Brazil should be subject to the state value-added tax.

The aggregate

amount claimed to be owed under the notice was approximately $ 11,193

as of September 30, 2022.

On August 14, 2018,

the lower chamber of the State Tax Administrative Court in São Paulo rendered a decision that was favorable to Pointer Brazil

in relation to the ICMS demands, but adverse in regards to the clerical obligation of keeping in good order a set of ICMS books and related

tax receipts.

The state has the opportunity to appeal to the higher chamber of the State Tax Administrative Court.

The Company’s

legal counsel is of the opinion that the chance of loss is not probable and that no material costs will arise in respect to these claims.

For this reason, the Company has not made any provision.

21 - RECENT ACCOUNTING PRONOUNCEMENTS

11 unchanged sentences

financial statements.

22 – SUBSEQUENT EVENTS

October 31, 2022, the Borrowers entered into a third amendment to the Credit Agreement (the “Third Amendment”) with Hapoalim.

The Third Amendment provides for, among other things, a new revolving credit facility to Pointer in the aggregate principal amount of

$ 10 million (the “New Revolver”).

The New Revolver will be available for a period of one month, commencing on October 31,

2022, and will continue to be available for successive one-month periods until and including October 30, 2023, unless the Borrowers deliver

a notice to Hapoalim of their request not to renew the New Revolver.

New Revolver will initially bear interest at the Secured Overnight Financing Rate plus 2.59%.

Such interest is subject to monthly changes

by Hapoalim, provided that Hapoalim gives Pointer advance notice regarding such change prior to the end of the applicable calendar month.

New Revolver will be secured by a first ranking fixed pledge and assignment by Pointer over its new bank account, which was opened in

connection with the New Revolver, and all of the rights relating thereunder as well as a cross guarantee by Powerfleet Israel.

is required to pay a credit allocation fee equal to 0.5 % per annum on undrawn and uncancelled amounts of the New Revolver.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements