Powerfleet, Inc. 10-Q

Item 1. Financial Statements (Unaudited) POWERFLEET, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands, except per share data) (Unaudited) March 31, 2024 * September 30, 2024 ASSETS Current assets: Cash and cash equivalents $ 24,354 $ 25,962 Restricted cash 85,310 63,074 Accounts receivables, net of allowance for credit losses of $ 3,197 and $ 5,321 as of March 31, 2024 and September 30, 2024, respectively 30,333 64,819 Inventory, net 21,658 23,488 Deferred costs - current 42 13 Prepaid expenses and other current assets 8,091 17,985 Total current assets 169,788 195,341 Fixed assets, net 12,719 51,928 Goodwill 83,487 300,283 Intangible assets, net 19,652 167,320 Right-of-use asset 7,428 9,402 Severance payable fund 3,796 3,864 Deferred tax asset 2,781 3,602 Other assets 9,029 16,595 Total assets $ 308,680 $ 748,335 LIABILITIES Current liabilities: Short-term bank debt and current maturities of long-term debt $ 1,951 $ 35,339 Accounts payable and accrued expenses 34,008 66,098 Deferred revenue - current 5,842 10,447 Lease liability - current 1,789 2,248 Total current liabilities 43,590 114,132 Long-term debt - less current maturities 113,810 111,011 Deferred revenue - less current portion 4,892 4,674 Lease liability - less current portion 5,921 7,713 Accrued severance payable 4,597 4,677 Deferred tax liability 4,465 52,113 Other long-term liabilities 2,496 2,905 Total liabilities 179,771 297,225 Commitments and Contingencies (Note 22) Convertible redeemable preferred stock: Series A - 100 shares authorized, $ 0.01 par value; 60 and 0 shares issued and outstanding at March 31, 2024 and September 30, 2024, respectively, at redemption value of $ 90,273 at March 31, 2024 90,273 — STOCKHOLDERS’ EQUITY Preferred stock; authorized 50,000 shares, $ 0.01 par value — — 3 Common stock; authorized 175,000 shares, $ 0.01 par value; 38,709 and 109,884 s hares issued at March 31, 2024 and September 30, 2024, respectively; shares outstanding, 37,212 and 107,821 at March 31, 2024 and September 30, 2024, respectively 387 1,096 Additional paid-in capital 202,607 641,736 Accumulated deficit ( 154,796 ) ( 178,996 ) Accumulated other comprehensive loss ( 985 ) ( 1,364 ) Treasury stock; 1,497 and 2,063 common shares at cost at March 31, 2024 and September 30, 2024, respectively ( 8,682 ) ( 11,518 ) Total Powerfleet, Inc. stockholders’ equity 38,531 450,954 Non-controlling interest 105 156 Total equity 38,636 451,110 Total liabilities, convertible redeemable preferred stock, and stockholders’ equity $ 308,680 $ 748,335 * Derived from audited balance sheet as of March 31, 2024. See accompanying notes to condensed consolidated financial statements. 4 POWERFLEET, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) Three Months Ended September 30, Six Months Ended September 30, 2023 (As Restated) 2024 2023 2024 Revenues: Products $ 13,233 $ 20,293 $ 24,317 $ 39,031 Services 21,010 56,725 42,018 113,417 Total revenues 34,243 77,018 66,335 152,448 Cost of revenues: Cost of products 8,842 13,929 17,392 26,680 Cost of services 8,294 21,746 15,818 44,777 Total cost of revenues 17,136 35,675 33,210 71,457 Gross profit 17,107 41,343 33,125 80,991 Operating expenses: Selling, general and administrative expenses 17,778 37,335 34,976 92,117 Research and development expenses 2,426 3,435 4,646 6,536 Total operating expenses 20,204 40,770 39,622 98,653 (Loss)/profit from operations ( 3,097 ) 573 ( 6,497 ) ( 17,662 ) Interest income 23 168 45 472 Interest expense ( 154 ) ( 4,042 ) ( 327 ) ( 6,733 ) Bargain purchase - Movingdots — — 283 — Other (expense)/income, net ( 25 ) 1,674 ( 25 ) 1,050 Net loss before income taxes ( 3,253 ) ( 1,627 ) ( 6,521 ) ( 22,873 ) Income tax expense ( 295 ) ( 256 ) ( 289 ) ( 1,309 ) Net loss before non-controlling interest ( 3,548 ) ( 1,883 ) ( 6,810 ) ( 24,182 ) Non-controlling interest — ( 5 ) ( 6 ) ( 18 ) Net loss ( 3,548 ) ( 1,888 ) ( 6,816 ) ( 24,200 ) Accretion of preferred stock ( 1,834 ) — ( 3,606 ) — Preferred stock dividend ( 1,128 ) — ( 2,257 ) ( 25 ) Net loss attributable to common stockholders $ ( 6,510 ) $ ( 1,888 ) $ ( 12,679 ) $ ( 24,225 ) Net loss per share attributable to common stockholders - basic and diluted $ ( 0.18 ) $ ( 0.02 ) $ ( 0.36 ) $ ( 0.23 ) Weighted average common shares outstanding - basic and diluted 35,653 107,532 35,629 107,335 See accompanying notes to condensed consolidated financial statements. 5 POWERFLEET, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Loss (In thousands) (Unaudited) Three Months Ended September 30, Six Months Ended September 30, 2023 (As Restated) 2024 2023 2024 Net loss attributable to common stockholders $ ( 6,510 ) $ ( 1,888 ) $ ( 12,679 ) $ ( 24,225 ) Foreign currency translation adjustment ( 906 ) ( 797 ) ( 806 ) ( 379 ) Total other comprehensive income ( 906 ) ( 797 ) ( 806 ) ( 379 ) Comprehensive loss $ ( 7,416 ) $ ( 2,685 ) $ ( 13,485 ) $ ( 24,604 ) See accompanying notes to condensed consolidated financial statements. 6 POWERFLEET, INC. AND SUBSIDIARIES Condensed Consolidated Statement of Changes in Stockholders’ Equity (In thousands) (Unaudited) Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income/(Loss) Treasury Stock Non-Controlling Interest Total Stockholder’s Equity Number of Shares Amount Balance as of April 1, 2024 38,709 $ 387 $ 202,607 $ ( 154,796 ) $ ( 985 ) $ ( 8,682 ) $ 105 $ 38,636 Net loss attributable to common stockholders — — ( 25 ) ( 22,312 ) — — — ( 22,337 ) Net income attributable to non-controlling interest — — — — — — 13 13 Foreign currency translation adjustment — — — — 418 — 8 426 Issuance of restricted shares 54 1 ( 1 ) — — — — — Shares issued for transaction bonus 174 1 888 — — — — 889 Shares issued in connection with MiX Combination 70,704 707 361,298 — — — — 362,005 Acquired through MiX Combination — — 7,818 — — — 5 7,823 Shares withheld pursuant to vesting of restricted stock — — — — — ( 2,836 ) — ( 2,836 ) Stock-based compensation — — 5,929 — — — — 5,929 Balance as of June 30, 2024 109,641 $ 1,096 $ 578,514 $ ( 177,108 ) $ ( 567 ) $ ( 11,518 ) $ 131 $ 390,548 Net loss attributable to common stockholders — — — ( 1,888 ) — — — ( 1,888 ) Net income attributable to non-controlling interest — — — — — — 5 5 Foreign currency translation adjustment — — — — ( 797 ) — 20 ( 777 ) Proceeds from private placement, net of costs to issue common stock — — 61,851 — — — — 61,851 Exercise of stock options 243 — — — — — — — Stock-based compensation — — 1,371 — — — — 1,371 Balance as of September 30, 2024 109,884 1,096 641,736 ( 178,996 ) ( 1,364 ) ( 11,518 ) 156 451,110 7 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income/(Loss) Treasury Stock Non-Controlling Interest Total Stockholder’s Equity Number of Shares Amount Balance as of March 31, 2023 (As Restated) 37,621 $ 376 $ 218,473 $ ( 135,961 ) $ ( 1,098 ) $ ( 8,554 ) $ 66 $ 73,302 Net loss attributable to common stockholders (As restated) — — ( 2,902 ) ( 3,269 ) — — — ( 6,171 ) Net income attributable to non-controlling interest — — — — — — 6 6 Foreign currency translation adjustment — — — — 100 — ( 9 ) 91 Issuance of restricted shares 162 1 ( 1 ) — — — — — Forfeiture of restricted shares ( 82 ) — — — — — — — Exercise of stock options 16 — 36 — — — — 36 Shares withheld pursuant to vesting of restricted stock — — — — — ( 4 ) — ( 4 ) Stock-based compensation — — 852 — — — — 852 Balance as of June 30, 2023 (As restated) 37,717 377 216,458 ( 139,230 ) ( 998 ) ( 8,558 ) 63 68,112 Net loss attributable to common stockholders (As restated) — — ( 2,962 ) ( 3,548 ) — — — ( 6,510 ) Foreign currency translation adjustment — — — — ( 906 ) — — ( 906 ) Issuance of restricted shares 982 10 ( 10 ) — — — — — Shares withheld pursuant to vesting of restricted stock — — — — — ( 90 ) — ( 90 ) Stock-based compensation — — 1,101 — — — — 1,101 Balance as of September 30, 2023 (As Restated) 38,699 $ 387 $ 214,587 $ ( 142,778 ) $ ( 1,904 ) $ ( 8,648 ) $ 63 $ 61,707 See accompanying notes to condensed consolidated financial statements. 8 POWERFLEET, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Six Months Ended September 30, 2023 2024 Cash flows from operating activities Net loss $ ( 6,816 ) $ ( 24,200 ) Adjustments to reconcile net loss to cash used in operating activities: Non-controlling interest 6 18 Gain on bargain purchase ( 283 ) — Inventory reserve 617 904 Stock based compensation expense 1,953 7,300 Depreciation and amortization 4,807 19,399 Right-of-use assets, non-cash lease expense 1,242 1,515 Derivative mark-to-market adjustment — ( 2,197 ) Bad debts expense 933 4,369 Deferred income taxes 285 ( 283 ) Shares issued for transaction bonuses — 889 Lease termination and modification losses — 184 Other non-cash items 126 1,522 Changes in operating assets and liabilities: Accounts receivables ( 3,866 ) ( 12,553 ) Inventories ( 2,023 ) 955 Prepaid expenses and other current assets 51 ( 3,009 ) Deferred costs 332 ( 3,619 ) Deferred revenue 222 ( 99 ) Accounts payable and accrued expenses 1,498 ( 71 ) Lease liabilities ( 1,247 ) ( 1,856 ) Accrued severance payable, net 91 40 Net cash used in operating activities ( 2,072 ) ( 10,792 ) Cash flows from investing activities Acquisition, net of cash assumed — 27,531 Proceeds from sale of fixed assets — 217 Capitalized software development costs ( 2,047 ) ( 4,676 ) Capital expenditures ( 1,441 ) ( 10,454 ) Repayment of loan advanced to external parties — 294 Net cash (used in)/provided by investing activities ( 3,488 ) 12,912 Cash flows from financing activities Repayment of long-term debt ( 2,656 ) ( 978 ) Short-term bank debt, net 4,996 9,955 Purchase of treasury stock upon vesting of restricted stock ( 94 ) ( 2,836 ) Payment of preferred stock dividend and redemption of preferred stock ( 2,257 ) ( 90,298 ) Proceeds from private placement, net — 61,851 9 Proceeds from exercise of stock options, net 36 — Cash paid on dividends to affiliates — ( 6 ) Net cash from/(used in) financing activities 25 ( 22,312 ) Effect of foreign exchange rate changes on cash and cash equivalents 53 ( 436 ) Net decrease in cash and cash equivalents, and restricted cash ( 5,482 ) ( 20,628 ) Cash and cash equivalents, and restricted cash at beginning of the period 25,089 109,664 Cash and cash equivalents, and restricted cash at end of the period $ 19,607 $ 89,036 Reconciliation of cash and cash equivalents, and restricted cash, at beginning of the period Cash and cash equivalents 24,780 24,354 Restricted cash 309 85,310 Cash and cash equivalents, and restricted cash, at beginning of the period $ 25,089 $ 109,664 Reconciliation of cash and cash equivalents, and restricted cash, at end of the period Cash and cash equivalents 19,297 25,962 Restricted cash 310 63,074 Cash and cash equivalents, and restricted cash, at end of the period $ 19,607 $ 89,036 Supplemental disclosure of cash flow information: Cash paid for: Taxes $ 115 $ 774 Interest $ 538 $ 6,262 Noncash investing and financing activities: Common stock issued for transaction bonus $ — $ 9 Shares issued in connection with MiX Combination $ — $ 362,005 See accompanying notes to condensed consolidated financial statements. 10 POWERFLEET, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements September 30, 2024 In thousands (except per share data) (Unaudited) NOTE 1 - DESCRIPTION OF THE COMPANY AND BASIS OF PRESENTATION Description of the Company Powerfleet, Inc. (the “Company” or “Powerfleet”) is a global leader of Internet-of-Things (“IoT”) solutions providing valuable business intelligence for managing high-value enterprise assets that improve operational efficiencies. The Company has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board of the Johannesburg Stock Exchange. I.D. Systems, Inc. (“I.D. Systems”) was incorporated in the State of Delaware in 1993. Powerfleet was incorporated in the State of Delaware in February 2019 for the purpose of effectuating the transactions pursuant to which the Company acquired Pointer Telocation Ltd. (“Pointer”) and commenced operations on October 3, 2019. Upon the closing of such transactions, Powerfleet became the parent entity of I.D. Systems and Pointer. On April 2, 2024 (the “Implementation Date”), the Company consummated the transactions contemplated by the Implementation Agreement, dated as of October 10, 2023 (the “Implementation Agreement”), that the Company entered into with Main Street 2000 Proprietary Limited, a private company incorporated in the Republic of South Africa and a wholly owned subsidiary of the Company (“Powerfleet Sub”), and MiX Telematics Limited, a public company incorporated under the laws of the Republic of South Africa (“MiX Telematics”), pursuant to which MiX Telematics became an indirect, wholly owned subsidiary of the Company (the “MiX Combination”). The consolidated financial statements as of and for the six months ended September 30, 2024 include the financial results of MiX Telematics and its subsidiaries from the Implementation Date. See Note 3 for additional information. Basis of Preparation The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements 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 March 31, 2024 and September 30, 2024, the consolidated results of its operations for the three- and six-month periods ended September 30, 2023 and 2024, the consolidated change in stockholders’ equity for the three- and six-month periods ended September 30, 2023 and 2024, and the consolidated cash flows for the six-month periods ended September 30, 2023 and 2024. The results of operations for the three- and six-month periods ended September 30, 2024 are not necessarily indicative of the operating results for the full year. On May 8, 2024, the Company’s Board of Directors approved a change in our fiscal year end from December 31 to March 31 in order to better align the Company’s reporting calendar with the April 2, 2024 close of the MiX Combination and MiX Telematics’ historical March 31 fiscal year end. These financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year then ended, and the audited consolidated financial statements and related disclosures for the three-month transition period ended March 31, 2024 included in the Company’s Transition Report on Form 10-KT for the period then ended . Restatement of Previously Issued Consolidated Financial Statements In connection with the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2023, the Company determined that the accounting for the redemption premium associated with its Series A convertible preferred stock (“Series A Preferred Stock”) was understated resulting in an understatement of “net loss attributable to common stockholders” and “net loss per share attributable to common stockholders” for each period, an understatement of the value of the convertible redeemable preferred stock as of each balance sheet date, and an overstatement of the additional paid-in capital as of each balance sheet date. The required adjustments to correct the redemption value of the calculation of the Series A Preferred Stock and the related accretion of the value of the preferred stock in the consolidated statement of operations included the recording of a non-cash accretion which resulted in an increase in the net loss attributable to common stockholders, an increase in the “convertible redeemable preferred stock”, and a decrease of “additional paid-in capital” for the fiscal years ended December 31, 2021 and 2022 and each of the interim periods during the 2022 and 2023 fiscal years. 11 The correction of the error resulted in reporting the value of the convertible preferred stock including the accretion to the redemption value from the date of original issuance through each balance sheet date applying the interest method. The restatement to non-cash accretion resulted in an increase in the net loss attributable to common stockholders and a decrease in “additional paid-in capital” of $ 1,604 and $ 1,667 for the three-month period ended June 30, 2023 and three-month period ended September 30, 2023, respectively. The Company had determined that it was appropriate to restate the financial statements for the fiscal years ended December 31, 2021 and 2022 and each of the interim periods during the 2022 and 2023 fiscal years included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”). In addition, the Company also corrected other unrelated immaterial errors that were previously either unrecorded or recorded as out-of-period adjustments. For additional information refer to Note 2 to the financial statements included in the 2023 Annual Report. Going Concern As of September 30, 2024, the Company had cash and cash equivalents and restricted cash of $ 89,036 and working capital of $ 81,209 . The Company’s primary sources of cash are cash flows from sales of products and services, its holdings of cash, cash equivalents and proceeds from the sale of its capital stock and borrowings under its credit facilities. See Note 13 for additional information on the Company’s available credit facilities. Management believes the Company’s cash, cash equivalents, and restricted cash of $ 89,036 as of September 30, 2024, in conjunction with cash expected to be generated from the execution of its strategic plan over the next 12 months, and proceeds from the Company’s credit facilities are sufficient to fund the projected operations for at least the next 12 months from the issuance date of these financial statements ( November 12, 2024) a nd service the Company’s outstanding obligations. Such expectation is based, in part, on the achievement of a certain volume of assumed revenue and gross margin; however, there is no guarantee the Company will achieve this amount of revenue and gross margin during the assumed time period. Management assessed various additional operating cost reduction options that are available to the Company and would be implemented, if assumed levels of revenue and gross margin are not achieved and additional funding is not obtained. NOTE 2 - USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company continually evaluates estimates used in the preparation of the financial statements for reasonableness. The most significant estimates relate to assumptions used in business combinations, allowance for credit losses, income taxes, realization of deferred tax assets, accounting for uncertain tax positions, the impairment of intangible assets, including goodwill and long-lived assets, capitalized software development costs, inventory reserves, standalone selling prices (“SSP”), valuation of the derivative asset, and market-based stock-based compensation costs. Actual results could differ from those estimates. NOTE 3 - ACQUISITION On April 2, 2024, the Company consummated the MiX Combination. On the Implementation Date, Powerfleet Sub acquired all the issued ordinary shares of MiX Telematics (including those represented by MiX Telematics’ American Depositary Shares) through the implementation of a scheme of arrangement in accordance with Sections 114 and 115 of the South African Companies Act, No. 71 of 2008, as amended, in exchange for shares of the Company’s common stock. As a result, MiX Telematics became the Company’s indirect, wholly owned subsidiary. The MiX Combination met the criteria for a business combination to be accounted for using the acquisition method under ASC 805, Business Combinations (“ASC 805”), with the Company identified as the legal and the accounting acquirer. The Company was determined to be the accounting acquirer under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), based on the evaluation of the following facts and circumstances favoring Powerfleet as the accounting acquirer over those supporting MiX Telematics as the accounting acquirer: • The majority of the Board of Directors is comprised by Directors with prior affiliation to the Company. In addition the Company’s Board Chairperson continued in the role post the acquisition date; • Post acquisition the majority of the senior management team, including the Chief Executive Officer, comprised of the Company’s senior management team who were already operating in that capacity for the Company prior to the acquisition date; 12 • While the voting rights of 65.5 % in favor of MiX Telematics is an indicator that MiX Telematics is the acquirer, the Company believes that the weight of the indicator is tempered given that the negotiated premium paid by Powerfleet to MiX Telematics contributed to the relative ownership split, and that, qualitatively, the significant reduction in the carryover MiX Telematics institutional investor base would have reduced the legacy MiX Telematics shareholders’ ability to control the combined entity, particularly in the light of the significant concentration of institutional investors on the Powerfleet side; and • While no individual or organized group owns a large minority interest in the combined entity, the Company notes that the largest institutional investor post-transaction is an investor of legacy Powerfleet. Additionally, the Company also notes that, immediately following the closing of the Business Combination, 30 % out of the approximately 35 % of total shares held by shareholders of legacy Powerfleet were concentrated in the Company’s top 20 institutional shareholders, compared to only 9 % out of the approximately 65 % of total shares held by shareholders of legacy MiX Telematics. The acquisition of MiX Telematics and its business will, among other things: • create a mobile asset IoT SaaS organization with significant scale, serving all mobile asset types. The increased scale is expected to enable the combined entity to more efficiently serve its customers and create advantages to compete in an industry characterized by the need for high pace of development and innovation; • enable the Company to maximize significant cross-sell and upsell opportunities within its large joint customer base due to the joint entity’s combined geographical footprint, deep vertical expertise and expanded software solution sets coupled with its extensive direct and indirect sales channel capabilities; and • enable the combined organization to accelerate the delivery of top-class solutions with improved competitive advantage by integrating Powerfleet’s and MiX Telematics’ world-class engineering and technology teams. The preliminary estimated fair value of the consideration transferred for MiX Telematics was $ 362,005 as of the Implementation Date, which consisted of the following: (in thousands, except for share price and exchange ratio) April 2, 2024 Number of MiX Telematics ordinary shares outstanding 554,021 Exchange ratio 0.12762 Shares of Powerfleet common stock to be issued for MiX Telematics ordinary shares outstanding 70,704 Powerfleet stock price* 5.12 Fair value of Powerfleet common stock transferred to MiX Telematics shareholders 362,005 Replacement of acquiree’s equity awards by the acquirer** 7,818 Total fair value of preliminary consideration 369,823 * Powerfleet’s closing share price on April 2, 2024. ** The portion of the fair-value-based measure of the replacement award that is part of the consideration transferred in exchange for the acquiree equals the portion of the acquiree award that is attributable to pre-combination vesting. Preliminary Allocation of Purchase Price The purchase price was allocated to the assets and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. Goodwill is primarily attributed to the assembled workforce, expected synergies from future expected economic benefits, including enhanced revenue growth from expanded products and capabilities, as well as substantial cost savings from duplicative overheads, streamlined operations and enhanced efficiency. Goodwill is not deductible for tax purposes. Goodwill associated with the acquisition has not yet been assigned to the Company ’ s geographical regions pending finalization of the purchase accounting. 13 The preliminary allocation of purchase price was as follows (in thousands): April 2, 2024 Assets acquired: Cash and cash equivalents $ 26,737 Restricted cash 794 Accounts receivable, net 24,250 Inventory, net 4,142 Prepaid expenses and other current assets 8,886 Fixed assets, net 35,587 Intangible assets, net 153,000 Right-of-use asset 3,794 Deferred tax assets 1,093 Other assets 973 Total assets acquired $ 259,256 Liabilities assumed: Short-term bank debt and current maturities of long-term debt $ 20,158 Accounts payable and accrued expenses 26,400 Deferred revenue - current 6,394 Lease liability - current 859 Income taxes payable 355 Lease liability - less current portion 2,852 Deferred tax liability 48,725 Other long-term liabilities 484 Total liabilities assumed $ 106,227 Total identifiable net assets acquired $ 153,029 Non-controlling interest ( 5 ) Goodwill 216,799 Purchase price consideration $ 369,823 The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date. The Company’s allocation of the preliminary purchase price to certain assets acquired and liabilities assumed is provisional and the Company will continue to adjust those estimates as additional information pertaining to events or circumstances present at April 2, 2024 becomes available and final valuation and analysis are completed. During the three-month period ended September 30, 2024, the Company recognized an adjustment of $ 425 against goodwill. In addition, the Company is still in the process of determining the fair value of acquired assets and assumed liabilities, which may also result in adjustments of the provisional amounts recorded. The fair values of the assets acquired and liabilities assumed, including the identifiable assets acquired, have been preliminarily determined using the income and cost approach, and are partially based on inputs that are unobservable. The Company used discounted cash flow (“DCF”) analyses, which represent Level 3 fair value measurements, to assess certain components of its purchase price allocation as a result of the acquisition. 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 value estimates, the Company 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. These estimates require judgment and are subject to change. Differences between the preliminary estimates and final accounting may occur, and those could be material. 14 The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for measurement period adjustments exists based on the Company’s continuing review of matters related to the acquisition. Adjustments to initial preliminary fair value of the assets acquired and assumed liabilities during the measurement period until April 2, 2025, will be recorded during the period in which the adjustments are determined, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed (i.e. the historical reported financial statements will not be retrospectively adjusted). The provisional amounts for assets acquired and liabilities assumed include: • The fair value of accounts receivable and other receivables which may be subject to adjustment for reassessment of collectability as of the date of acquisition, collections and other adjustment subsequent to the acquisition; • Property, and equipment, for which the preliminary estimates are subject to revision for finalization of preliminary appraisals; • Right-of-use assets and lease liabilities, which will be subject to adjustment upon completion of the review of the inputs, including sublease assumptions, for the calculations; • Acquired inventory, which values are still being assessed on an individual basis; • Prepaid expenses, accounts payable and accrued expenses, which will be subject to adjustment based upon completion of working capital clean up and assessment of other factors; • The recognition and measurement of contract assets and contract liabilities acquired in accordance with ASC 606 will be subject to adjustment upon completion of assessment; • Acquired intangible assets will be subject to adjustment as additional assets are identified, estimates and forecasts are refined and disaggregated, useful lives are finalized, and other factors deemed relevant are considered; • Deferred income taxes will be subject to adjustment based upon the completion of the review of the book and tax bases of assets acquired and liabilities assumed, applicable tax rates and the impact of the revisions of estimates for the items described above; and • Goodwill will be subject to adjustment for the impact of the revisions of estimates for the items described above. The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Acquired Identifiable Intangible Assets The following table sets forth preliminary estimated fair values of the components of the identifiable intangible assets acquired and their estimated useful lives: (in thousands) Fair value Weighted average useful lives Trade name $ 10,000 14 years Developed technology 30,000 5 years Customer relationships 113,000 13 years $ 153,000 Acquisition-Related Expenses The Company expensed a total of $ 20,443 of acquisition-related costs in the consolidated statement of operations related to the MiX Combination, of which $ 152 was expensed in the three-month period ended September 30, 2024 and $ 14,643 was expensed in the six-month period ended September 30, 2024. Unaudited Pro Forma Financial Information The business acquired in the MiX Combination contributed revenue of $ 43,825 and a net profit of $ 2,007 , after amortization of identified intangibles, for the three-month period ended September 30, 2024 and revenue of $ 87,514 and a net loss of $ 4,925 for the six-month period ended September 30, 2024 . 15 NOTE 4 - CASH AND CASH EQUIVALENTS The Company considers all highly liquid debt instruments with an original maturity of three months or less when purchased to be cash equivalents unless they are legally or contractually restricted. The Company’s cash and cash equivalent balances exceed Federal Deposit Insurance Corporation (“FDIC”) and other local jurisdictional limits. Restricted cash at March 31, 2024 consisted of escrow amounts of $ 85,000 for a facilities agreement (the “Facilities Agreement”) with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“RMB”) deposited in escrow for the MiX Combination and cash of $ 310 held in escrow for purchases from a vendor. Restricted cash at September 30, 2024 consists of cash of $ 311 held in escrow for purchases from a vendor, cash of $ 856 held by MiX Telematics Enterprise BEE Trust (a VIE which is consolidated) to be used solely for the benefit of its beneficiaries, c ash securing guarantees of $ 56 issued in respect of property lease agreements entered into by MiX Telematics Australasia, and $ 61,850 held by the Company in accordance with the terms of the Subscription Agreement, dated as of September 18, 2024 (the “Subscription Agreement”), by and among the Company and various accredited investors party thereto (the “Investors”), pursuant to which the Investors purchased from the Company, and the Company agreed to issue to such Investors, an aggregate of 20,000,000 shares of the Company’s common stock at a price per share of $ 3.50 for aggregate gross proceeds of $ 70,000 (the “Private Placement”). The Private Placement was consummated on October 1, 2024. See Note 24 - Subsequent Events for additional information on the Private Placement and related transactions. NOTE 5 - REVENUE RECOGNITION The Company and its subsidiaries generate revenue from sales of systems and products and from customer SaaS and hosting infrastructure fees. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Sales, value add, and other taxes the Company collects concurrently with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as an expense. The expected costs associated with the Company’s base warranties continue to be recognized as an expense when the products are sold (see Note 14). Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied. Product sales are recognized at a point in time when title transfers, when the products are shipped, or when control of the system is transferred to the customer, which usually is upon delivery of the system and when contractual performance obligations have been satisfied. The Company utilizes significant judgment to determine whether control of the hardware has transferred to the customer (i.e. distinct to the customer separate from SaaS services provided). For products which are not distinct to the customer separate from the SaaS services provided, the Company considers both hardware and SaaS services a bundled performance obligation. Under the applicable accounting guidance, all of the Company’s billings for future services are deferred and classified as a current and long-term liability. The deferred revenue is recognized over the service contract life, ranging from one to five years, beginning at the time that a customer acknowledges acceptance of the equipment and service. Payment terms are generally 30 days after invoice date. The Company recognizes revenue for remotely hosted SaaS agreements and post-contract maintenance and support agreements beyond its standard warranties over the life of the contract. Revenue is recognized ratably over the service periods and the cost of providing these services is expensed as incurred. Amounts invoiced to customers which are not recognized as revenue are classified as deferred revenue and classified as current or long-term based upon the terms of future services to be delivered. Deferred revenue also includes prepayment of extended maintenance, hosting and support contracts. The Company earns other service revenues from installation services, training and technical support services which are short-term in nature and revenue for these services is recognized at the time of performance when the service is provided. The Company also derives revenue from leasing arrangements. Such arrangements provide for monthly payments covering product or system sale, maintenance, support and interest. These arrangements meet the criteria to be accounted for as operating or sales-type leases. Accordingly, for sales-type leases an asset is established for the “sales-type lease receivable” at the present value of the expected lease payments and revenue is deferred and recognized over the service contract, as described above. Maintenance revenues and interest income are recognized monthly over the lease term. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative SSP. Judgment is required to determine the SSP for each distinct performance obligation. The Company generally determines standalone selling prices based on observable prices charged to customers. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of its transactions, the customer demographic, price lists, its go-to-market strategy and historical and current 16 sales and contract prices. As the Company’s go-to-market strategies evolve, it may modify its pricing practices in the future, which could result in changes to SSP. In certain cases, the Company is able to establish SSP based on observable prices of products or services sold separately in comparable circumstances to similar customers. The Company uses a single amount to estimate SSP when it has observable prices. If SSP is not directly observable, for example when pricing is highly variable, the Company uses a range of SSP. The Company determines the SSP range using information that may include pricing practices or other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of those products and services by customer size. The Company recognizes an asset for the incremental costs of obtaining the contract arising from the sales commissions to distributors and employees because the Company expects to recover those costs through future fees from the customers. The Company amortizes the asset over one to five years because the asset relates to the services transferred to the customer during the contract term of one to five years. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed. The following table presents the Company’s revenues disaggregated by revenue source for the three and six months ended September 30, 2023 and 2024 (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2023 2024 2023 2024 Products $ 13,233 $ 20,293 $ 24,317 $ 39,031 Services 21,010 56,725 42,018 113,417 $ 34,243 $ 77,018 $ 66,335 $ 152,448 The balances of contract assets and contract liabilities from contracts with customers are as follows as of March 31, 2024 and September 30, 2024 (in thousands): March 31, 2024 September 30, 2024 Contract Assets: Deferred contract cost (1) $ 2,632 $ 7,408 Deferred costs - current $ 42 $ 13 Contract Liabilities Deferred revenue – services (2) $ 10,674 $ 14,153 Deferred revenue – products (2) 60 968 10,734 15,121 Less: Deferred revenue – current ( 5,842 ) ( 10,447 ) Deferred revenue – less current portion $ 4,892 $ 4,674 (1) Deferred Contract costs are included in Other assets on the condensed consolidated balance sheets. (2) The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance. For the three-month periods ended September 30, 2023 and 2024, the Company recognized revenue of $ 1,416 and $ 2,499 , respectively, which was included in the deferred revenue balance at the beginning of each reporting period. For the six-month periods ended September 30, 2023 and 2024, the Company recognized revenue of $ 3,190 an d $ 5,486 , respectively, which was 17 included in the deferred revenue balance at the beginning of each reporting period. The Company expects to recognize as revenue through year 2029, when it transfers those goods and services and, therefore, satisfies its performance obligation to the customers. NOTE 6 - ALLOWANCE FOR CREDIT LOSSES The Company’s receivables were evaluated to determine an appropriate allowance for credit losses. For trade receivables, the Company’s historical collections were analyzed by the number of days past due to determine the uncollectible rate in each range of days past due and considerations of any changes expected in the future. The estimate of the allowance for credit losses is charged to the allowance for credit losses based on the age of receivables multiplied by the historical uncollectible rate for the range of days past due or earlier if the account is deemed uncollectible for other reasons. Recoveries of amounts previously charged as uncollectible are credited to the allowance for credit losses. An analysis of the allowance for credit losses for the periods ended September 30, 2023 and 2024 is as follows (in thousands): Six Months Ended September 30, 2023 2024 Allowance for credit losses, March 31 $ 2,328 $ 3,197 Current period provision for expected credit losses 933 4,369 Write-offs charged against the allowance ( 617 ) ( 2,688 ) Foreign currency translation 33 443 Allowance for credit losses, September 30 $ 2,677 $ 5,321 NOTE 7 - PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other current assets comprise the following (in thousands): March 31, 2024 September 30, 2024 Sales-type lease receivables, current $ 1,100 $ 1,135 Prepaid expenses* 2,817 8,021 Contract assets 1,162 — Tax receivables 125 716 VAT receivable — 4,303 Sundry debtors — 3,531 Other current assets 2,887 279 $ 8,091 $ 17,985 *This includes the prepaid portion of total deferred contract assets. NOTE 8 - INVENTORY Inventory, which primarily consists of finished goods and components used in the Company’s products, is stated at the lower of cost or net realizable value using the “moving average” cost method or the first-in first-out (FIFO) method. Inventory is shown net of a valuation reserve of $ 538 at March 31, 2024 a nd $ 1,330 at September 30, 2024. 18 Inventories consist of the following (in thousands): March 31, 2024 September 30, 2024 Components $ 9,403 $ 11,133 Work in process 49 82 Finished goods, net 12,206 12,273 $ 21,658 $ 23,488 NOTE 9 - FIXED ASSETS Fixed assets are stated at cost, less accumulated depreciation and amortization, and are summarized as follows (in thousands): March 31, 2024 September 30, 2024 Installed and uninstalled products $ 11,030 $ 50,322 Computer software 11,496 13,042 Computer and electronic equipment 6,179 7,166 Furniture and fixtures 2,361 4,039 Leasehold improvements 1,498 1,447 Plant and equipment — 365 Assets in progress — 98 32,564 76,479 Accumulated depreciation and amortization ( 19,845 ) ( 24,551 ) $ 12,719 $ 51,928 Depreciation and amortization expense for the three- and six-month periods ended September 30, 2023 was $ 671 and $ 1,638 , respectively, and for the three- and six- month periods ended September 30, 2024 was $ 5,227 and $ 9,976 , respectively. NOTE 10 - INTANGIBLE ASSETS AND GOODWILL The Company capitalizes costs for software to be sold, marketed, or leased to customers. Costs 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 is included in cost of revenue over the estimated life of the products. 19 The following table summarizes identifiable intangible assets of the Company as of March 31, 2024 and September 30, 2024 (in thousands): September 30, 2024 Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized: Customer relationships 9 - 13 $ 132,264 $ ( 13,171 ) $ 119,093 Trademark and tradename 3 - 15 17,553 ( 4,625 ) 12,928 Patents 7 - 11 628 ( 508 ) 120 Technology 5 - 7 43,745 ( 13,912 ) 29,833 Software to be sold or leased 3 - 6 6,416 ( 1,235 ) 5,181 200,606 ( 33,451 ) 167,155 Unamortized: Customer list 104 — 104 Trademark and tradename 61 — 61 165 — 165 Total $ 200,771 $ ( 33,451 ) $ 167,320 March 31, 2024 Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized: Customer relationships 9 - 12 $ 19,264 $ ( 8,012 ) $ 11,252 Trademark and tradename 3 - 15 7,553 ( 3,877 ) 3,676 Patents 7 - 11 628 ( 464 ) 164 Technology 7 10,911 ( 10,911 ) — Software to be sold or leased 3 5,159 ( 764 ) 4,395 43,515 ( 24,028 ) 19,487 Unamortized: Customer list 104 — 104 Trademark and tradename 61 — 61 165 — 165 Total $ 43,680 $ ( 24,028 ) $ 19,652 At September 30, 2024 , the weighted-average amortization periods for customer relationships, trademarks and tradenames, patents, technology, and capitalized software to be sold or leased were 12.8 , 12.1 , 7.0 , 5.0 , and 3.0 years , res pectively. Amortization expense for the three- and six-month periods ended September 30, 2023 was $ 1,813 and $ 3,169 , respectively, and for the three- and six-month periods ended September 30, 2024 was $ 3,837 and $ 9,423 , respectively. 20 Estimated future amortization expense for each of the five succeeding fiscal years for these intangible assets is as follows: 2025 (remaining) $ 9,504 2026 22,144 2027 20,630 2028 18,127 2029 14,741 Thereafter 82,009 $ 167,155 Refer to Note 3 for the change in the carrying amount of goodwill from April 1, 2024 to September 30, 2024 as a result of the MiX Combination. For the six-month period ended September 30, 2024, the Company did not identify any indicators of impairment. NOTE 11 - STOCK-BASED COMPENSATION During the three-month period ended June 30, 2024, the Company granted options to purchase 375 shares of common stock with time-based vesting conditions. During the three-month period ended September 30, 2024, the Company did no t grant any options to purchase shares of common stock with time-based vesting conditions. [A] Stock Options: The following table summarizes the activity relating to the Company’s market-based stock options for the six-month period ended September 30, 2024: Options Weighted- Average Exercise Price Weighted Average Contractual Remaining Term (years) Aggregate Intrinsic Values (in thousands) Outstanding as of April 1, 2024 5,445 13.39 — — Granted — — — — Exercised — — — — Forfeited ( 50 ) 3.13 — — Outstanding as of September 30, 2024 5,395 13.48 7.46 $ 2,293 Vested as of September 30, 2024 — — — $ — 21 The following table summarizes the activity relating to the Company’s stock options, excluding the market-based stock options, for the six-month period ended September 30, 2024: Options Weighted- Average Exercise Price Weighted Average Contractual Remaining Term (years) Aggregate Intrinsic Values (in thousands) Outstanding as of April 1, 2024 1,979 4.68 — — Granted 375 4.31 — — Exercised — — — — Forfeited ( 45 ) 5.96 — — Outstanding as of September 30, 2024 2,309 4.59 6.82 $ 1,600 Vested as of September 30, 2024 1,972 4.64 6.33 $ 1,370 The fair value of each option grant on the date of grant is estimated using the Black-Scholes option-pricing model reflecting the following weighted-average assumptions: September 30, 2023 September 30, 2024 Expected volatility 55.6 % 60.2 % Expected life of options 6.1 6.5 Risk free interest rate 3.87 % 4.23 % Dividend yield — — Weighted-average fair value of options granted during the year $ 1.66 $ 2.66 Expected 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. The Company recorded stock-based compensation expense of $ 781 and $ 1,366 for the three- and six-month periods ended September 30, 2023, respectively, and $ 627 and $ 2,444 for the three- and six-month periods ended September 30, 2024, respectively, in connection with awards made under the stock option plans. The increase in the recognized expense is due to the approved acceleration of vesting of unvested restricted stock and stock option awards with time-based vesting conditions that were outstanding under the Powerfleet equity plans (including any inducement awards with time-based vesting) in connection with the closing of the MiX Combination. The accelerated vesting of the Company’s equity awards is not part of what was acquired in the MiX Combination, nor what was paid for in the MiX Combination, because it was for the benefit of the Company’s employees rather than for the benefit of MiX Telematics’ employees. Therefore, the acceleration of the equity awards was treated as a separate transaction from the MiX Combination and the acceleration of vesting was accounted for immediately upon closing of the MiX Combination on April 2, 2024. The fair value of options vested during the six-month periods ended September 30, 2023 and 2024 was $ 42 and $ 1,552 , respectively. There were no option exercises that occurred during the six-month periods ended September 30, 2023 and 2024. As of September 30, 2024, there was $ 883 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans excluding the market-based stock options that were granted to certain senior managers, including the Company’s executive officers. That cost is expected to be recognized over a weighted-average period of 1.21 years. As of September 30, 2024, there was $ 3,021 of total unrecognized compensation costs related to unvested options granted under the Company’s stock option plans for the market-based stock options that were granted to certain senior managers, including the Company’s executive officers. That cost is expected to be recognized over a weighted-average period of 2.23 years. 22 The Company estimates forfeitures at the time of valuation and reduces expenses ratably over the vesting period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate. [B] Restricted Stock Awards: The Company grants restricted stock to employees, whereby the employees are contractually restricted from transferring the shares until they are vested. The stock is unvested at the time of grant, and, upon vesting, there are no legal restrictions on the stock. Some participants have the option to have their shares withheld for their taxes upon vesting. Shares withheld for taxes are treated as a purchase of treasury stock. The fair value of each share is based on the Company’s closing stock price on the date of the grant. A summary of all unvested restricted stock for the six-month period ended September 30, 2024 is as follows: Number of Unvested Shares Weighted- Average Grant Date Fair Value Unvested, March 31, 2024 1,370 2.68 Granted 54 5.45 Vested ( 1,370 ) 2.68 Forfeited or expired — — Unvested, September 30, 2024 54 5.45 The Company recorded stock-based compensation expenses of $ 320 and $ 587 for the three- and six-month periods ended September 30, 2023, respectively, and $ 125 and $ 3,220 for the three- and six-month periods ended September 30, 2024, respectively, in connection with restricted stock grants. As of September 30, 2024, there was $ 183 of total unrecognized compensation cost related to unvested shares. That cost is expected to be recognized over a weighted-average period of 0.62 years. The increase in the recognized expense is due to the approved acceleration of vesting of unvested restricted stock and stock option awards with time-based vesting conditions that are outstanding under the Powerfleet equity plans (including any inducement awards with time-based vesting) in connection with the closing of the MiX Combination. The accelerated vesting of the Company’s equity awards is not part of what was acquired in the MiX Combination, nor what was paid for in the MiX Combination because it was for the benefit of the Company’s employees rather than for the benefit of MiX Telematics’ employees. Therefore, the acceleration of the equity awards was treated as a separate transaction from the MiX Combination and the acceleration of vesting was accounted for immediately upon closing of the MiX Combination on April 2, 2024. [C] Stock Appreciation Rights: In connection with the closing of the MiX Combination, the Company assumed each of MiX Telematics’ share plans. MiX Telematics issued equity-classified share incentives under the MiX Telematics Long-Term Incentive Plan (“LTIP”) to directors and certain key employees within the Company. The LTIP provides for three types of grants to be issued, namely performance shares, restricted share units and stock appreciation rights (“SARs”). On the Implementation Date, the only issued and outstanding equity awards under the LTIP were SARs, and the Company assumed the outstanding SARs in issue. No additional performance shares or restricted share units will be issued or assumed by the Company. The replacement of MiX Telematics’ share-based payment awards has been treated as a modification under ASC 718, Compensation—Stock Compensation as of the Implementation Date. The fair value of the replacement SARs issued was allocated between pre-combination and post-combination service based on the vesting period. The fair value related to pre-combination service is included as part of the fair value of the consideration in the MiX Combination (see Note 3), and the fair value related to post-combination service is to be recognized as an expense over the remaining vesting period. The total stock-based compensation expense recognized during the three- and six-month periods ended September 30, 2024 was $ 637 and $ 1,600 , respectively. 23 The following table summarizes the activities for the outstanding SARs: Number of SARs Weighted- Average Exercise Price Weighted Average Contractual Remaining Term (years) Aggregate Intrinsic Values (in thousands) Outstanding as of April 1, 2024 — — Acquired through MiX Combination 5,740 2.61 Granted — — Exercised ( 677 ) 2.97 Forfeited ( 491 ) 2.42 Outstanding as of September 30, 2024 4,572 2.57 3.16 Vested as of September 30, 2024 1,420 3.08 1.41 $ 2,710 As of September 30, 2024, there was $ 6,848 of unrecognized compensation cost related to unvested SARs. This amount is expected to be recognized over a weighted-average period of 3.05 years. NOTE 12 - NET LOSS PER SHARE Net loss per share for the three- and six-month periods ended September 30, 2023 and 2024 are as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2024 2023 2024 Basic and diluted loss per share Net loss attributable to common stockholders $ ( 6,510 ) $ ( 1,888 ) $ ( 12,679 ) $ ( 24,225 ) Net loss per share attributable to common stockholders - basic and diluted $ ( 0.18 ) $ ( 0.02 ) $ ( 0.36 ) $ ( 0.23 ) Weighted-average common share outstanding - basic and diluted 35,653 107,532 35,629 107,335 Basic loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution assuming common shares were issued upon the exercise of outstanding options and the proceeds thereof were used to purchase outstanding common shares. Dilutive potential common shares include outstanding stock options, warrants and restricted stock and performance share awards. We include participating securities (unvested share-based payment awards and equivalents that contain non-forfeitable rights to dividends or dividend equivalents) in the computation of earnings per share pursuant to the two-class method. The Company’s participating securities consist solely of preferred stock, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. 24 NOTE 13 - SHORT-TERM BANK DEBT AND LONG-TERM DEBT March 31, 2024 September 30, 2024 Short-term bank debt $ — $ 31,968 Current maturities of long-term debt $ 1,951 $ 3,371 Long-term debt - less current maturities $ 113,810 $ 111,011 Short-Term Bank Debt As of September 30, 2024 short-term debt comprised $ 31,813 of borrowing facilities and $ 155 of book overdrafts . Standard Bank Facility The Standard Bank facility is in the form of a customer foreign currency account overdraft facility (the “CFC Overdraft Facility”). The CFC Overdraft Facility entitles MiX Telematics to utilize a maximum amount of R 70,000 (the equivalent of $ 4,090 as of September 30, 2024). The CFC Overdraft Facility bears interest at the South African prime interest rate less 1.2 % per annum. As of September 30, 2024, the South African prime interest rate was 11.50 %. As of September 30, 2024, $ 0 of the CFC Overdraft Facility was utilized. There is a suretyship agreement entered into with Standard Bank providing that MiX Telematics and only one subsidiary being MiX Telematics International (Pty) Ltd , binds themselves as surety(ies) and co-principal debtor(s) for the payment, when due, of all the present and future debts of any kind of M iX Telematics and MiX Telematics International to Standard Bank . The Standard Bank facility has no fixed renewal date and is repayable on demand. RMB Facility On March 7, 2024, as part of the MiX Combination, MiX Telematics and Powerfleet entered into the Facilities Agreement with RMB. Following the signing of the Facilities Agreement, MiX Telematics entered into a Facility Notice and General Terms and Conditions (the “Credit Agreement”) with RMB on March 14, 2024 for a 364-day committed general banking facility of R 350,000 (the equivalent of $ 20,451 as at September 30, 2024 ) (the “RMB General Facility”). The Credit Agreement and the rights and obligations of the parties are subject to the terms and conditions of the Facilities Agreement entered into on March 7, 2024, which is described in more detail below. The RMB General Facility is repayable on demand and has a term of 365 days from the Available Date (as defined therein). Repayment of the RMB General Facility, including capitalized interest, is due by the earlier of (a) the Available Date or (b) April 2, 2025, unless extended by agreement between MiX Telematics and RMB. Interest rate for the RMB General Facility is calculated at South African prime rate minus 0.75 % per annum and will be calculated on the daily outstanding balance, compounded monthly in arrears and repaid quarterly. As of September 30, 2024, $ 19,728 of the RMB General Facility was utilized. Hapoalim Debt As of September 30, 2024, Powerfleet Israel Ltd. (“Powerfleet Israel”) had utilized approximately $ 12,085 under the Hapoalim Revolving Facilities, which are described below . Long-Term Debt Hapoalim Debt In connection with the Pointer acquisition, Powerfleet Israel incurred New Israeli Shekels (“NIS”) denominated debt in term loan borrowings on October 3, 2019 under a Credit Agreement (the “Prior Credit Agreement”) with Bank Hapoalim B.M. (“Hapoalim”), pursuant to which Hapoalim agreed to provide Powerfleet Israel with two senior secured term loan facilities in an initial aggregate principal amount of $ 30,000 (composed of two facilities in the aggregate principal amount of $ 20,000 and $ 10,000 , respectively and a five-year revolving credit facility to Pointer denominated in NIS in an initial aggregate principal amount of $ 10,000 (collectively, the “Prior Credit Facilities”). The Prior Credit Facilities were scheduled to mature on October 3, 2024. 25 On March 18, 2024, Powerfleet Israel and Pointer (collectively, the “Borrowers”) entered into an amended and restated credit agreement (the “A&R Credit Agreement”), which refinanced the facilities under, and amended and restated, the Prior Credit Agreement. The A&R Credit Agreement provides for (i) two senior secured term loan facilities denominated in NIS to Powerfleet Israel in an aggregate principal amount of $ 30,000 (composed of two facilities in the aggregate principal amounts of $ 20,000 and $ 10,000 , respectively) (“Hapoalim Facility A” and “Hapoalim Facility B,” respectively, and, collectively, the “Hapoalim Term Facilities”) and (ii) two revolving credit facilities to Pointer in an aggregate principal amount of $ 20,000 (composed of two revolvers in the aggregate principal amounts of $ 10,000 and $ 10,000 , respectively) (“Hapoalim Facility C” and “Hapoalim Facility D,” respectively, and, collectively, the “Hapoalim Revolving Facilities” and, together with the Hapoalim Term Facilities, the “Hapoalim Credit Facilities”). Powerfleet Israel drew down $ 30,000 in cash under the Hapoalim Term Facilities on March 18, 2024 and used the proceeds to prepay approximately $ 11,200 , representing the remaining outstanding balance, of the Prior Credit Facilities, with the remaining proceeds distributed to Powerfleet. The proceeds of the Hapoalim Revolving Facilities may be used by Pointer for general corporate purposes, including working capital and capital expenditures. As of September 30, 2024, Pointer had utilized $ 12,085 under the Hapoalim Revolving Facilities. The available undrawn facility balance at September 30, 2024 was $ 7,915 . The interest rates for borrowings under Hapoalim Facility A and Hapoalim Facility B are Hapoalim’s prime rate + 2.2 % per annum, and Hapoalim’s prime rate + 2.3 % per annum, respectively. Hapoalim’s prime rate at September 30, 2024 was 6 % . Interest is payable quarterly on March 25, June 25, September 25, and December 25 over five years. The first interest period ended on June 25, 2024. Hapoalim Facility A amortizes in quarterly installments over its five-year term and will be payable in the following aggregate annual amounts: (i) 10 % of the principal amount of Hapoalim Facility A from March 18, 2024 until March 18, 2025, (ii) 25 % of the principal amount of Hapoalim Facility A from March 18, 2025 until March 18, 2026, (iii) 27.5 % of the principal amount of Hapoalim Facility A from March 18, 2026 until March 18, 2027, (iv) 27.5 % of the principal amount of Hapoalim Facility A from March 18, 2027 until March 18, 2028, and (v) 10 % of the principal amount of Hapoalim Facility A from March 18, 2028 until March 18, 2029. Hapoalim Facility B does not amortize and will be payable in full on March 18, 2029. The interest rate for borrowings under Hapoalim 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 Facility D will bear interest at the applicable interest rate set forth in the standard form documents entered into in connection with each utilization of Hapoalim Facility D. In addition, Pointer is required to pay a credit allocation fee in NIS, with respect to Hapoalim Facility C, and a non-utilization fee in U.S. dollars, with respect to Hapoalim Facility D, in each case, equal to 0.5 % per annum on undrawn and uncancelled amounts of the revolving facilities during the period commencing on March 18, 2024 and ending on the last day of the applicable availability period of such revolving facilities. The Borrowers have also paid certain upfront fees and other fees and expenses to Hapoalim in connection with the A&R Credit Agreement. The Hapoalim Revolving Facilities mature on March 18, 2025. Borrowings under the Hapoalim Term Facilities are voluntarily prepayable at any time, in whole or in part, and are not subject to any prepayment premium. Voluntary prepayments of the Hapoalim Term Facilities must be made in minimum increments of NIS 1 million. In addition to certain customary mandatory prepayment requirements, the A&R Credit Agreement also requires Powerfleet Israel to make prepayments on the Hapoalim Term Facilities to the extent it receives distributions from Pointer, except for any such distributions made to cover certain expenses of Powerfleet Israel in its normal course of operations. The A&R Credit Agreement contains certain customary affirmative and negative covenants, including financial covenants with respect to Pointer’s net debt levels which must be less than 100 % of Working Capital as defined in the A&R Credit Agreement, the ratio of each Borrower’s net debt to Pointer’s EBITDA must not exceed 4.75 , Powerfleet Israel’s minimum equity which must not be less than $ 60,000 , and the ratio of Powerfleet Israel’s equity to its total assets which must be greater than 35 % and the ratio of Pointer’s net debt to EBITDA ratio must not exceed 2 . The occurrence of any event of default under the A&R Credit Agreement may result in all outstanding indebtedness under the Hapoalim Credit Facilities becoming immediately due and payable. The financial covenants have been met for the quarter ending September 30, 2024. The Hapoalim Credit Facilities continue to be secured by first ranking and exclusive fixed and floating charges, including by Powerfleet Israel over the entire share capital of Pointer and by Pointer over all of its assets, as well as cross guarantees between Powerfleet Israel and Pointer, except that the Borrowers’ holdings in Pointer do Brasil Comercial Ltda., Pointer Argentina and Pointer South Africa are excluded from such floating charges. No other assets of the Company will serve as collateral under the Hapoalim Credit Facilities. The Hapoalim Term Facilities under the A&R Credit Agreement have been accounted for as modifications of the term facilities that were provided under the Prior Credit Agreement because the change in the present value of the cash flows under the A&R Credit Agreement is less than 10 % of the present value of the cash flows under the Prior Credit Agreement. The proceeds of the Hapoalim Term Facilities ($ 30,000 ), less the prepayment of the term loans under the Prior Credit Facility (approximately 26 $ 11,200 ), amounting to approximately $ 18,800 , has been recognized as an increase in the carrying value of the prior term loans that was recognized previously. For the three- and six-month periods ended September 30, 2023, the Company recorded $ 29 and $ 64 , respectively, of additional deferred costs to the original debt issuance costs and the refinancing fee paid to Hapoalim. For the three-month period ended September 30, 2024, the Company recorded $ 15 of amortization of the original debt issuance costs and the refinancing fee paid to Hapoalim. For the six-month period ended September 30, 2024, the Company recorded a credit of $ 15 net of additional deferred costs to the original debt issuance costs and amortization of the original debt issuance costs. The Company recorded charges of $ 133 and $ 285 to interest expense on its consolidated statements of operations for the three- and six-month periods ended September 30, 2023, respectively, and $ 591 and $ 1,246 for the three- and six-month periods ended September 30, 2024, respectively, related to interest expense associated with the Hapoalim debt. RMB Debt On March 7, 2024, the Company entered into the Facilities Agreement with RMB, pursuant to which RMB agreed to provide the Company with two term loan facilities in an aggregate principal amount of $ 85,000 , composed of Facility A and Facility B, each with a principal amount of $ 42,500 (“RMB Facility A” and “RMB Facility B,” respectively, and collectively, the “RMB Facilities”). The Company drew down $ 85,000 in cash under the RMB Facilities on March 13, 2024, and the proceeds to redeem all the outstanding shares of the Series A Preferred Stock and for general corporate purposes. The RMB Facilities are guaranteed by the Company, I.D. Systems and Movingdots GmbH (“Movingdots”), and there is a security agreement over the shares in Main Street 2000 Proprietary Limited (“MS2000”), I.D. Systems, and Movingdots. The interest rates of borrowings under RMB Facility A and RMB Facility B are 8.699 % per annum and 8.979 % per annum, respectively. Interest is payable quarterly in arrears. RMB Facility A matures on March 31, 2027, and RMB Facility B matures on March 31, 2029. The Company may prepay the RMB Facilities at any time, subject to a minimum reduction of $ 5,000 and multiples of $ 1,000 . If the Company prepays any amount during the first or second annual period of the funding, a refinancing fee equal to 2 % or 1 %, respectively, of the prepayment will be payable. Also, the RMB Facilities are mandatorily prepayable upon the occurrence of uncertain future events, such as a change of control or a transfer of the business. In the event that either prepayment occurs, the respective prepayment amount will be adjusted for RMB’s break gains or losses, which relate mainly to the unwinding of interest rate derivatives (the “Prepayment Derivative”) which RMB entered into with third parties to fix the interest rates on the RMB Facilities. Since RMB’s break gains/losses could result in the Company prepaying at a discount, or a premium, of 10 % or more to the initial carrying amount of the RMB Facilities, the optional and contingent repayment features were to be embedded derivatives in the scope of ASC 815-15 Embedded Derivatives. The Prepayment Derivative within each RMB Facility has been bifurcated and accounted for at fair value separately from the respective debt-host contracts which are accounted for at amortized cost. The terms of the debt-host contracts have been bifurcated to adjust the carrying value of the debt upon separating the derivative. Upon initial recognition of the RMB Facilities, a Prepayment Derivative asset of $ 610 and $ 1,616 for RMB Facility A and RMB Facility B, respectively, was recognized with a corresponding increase in the initial carrying amount of each debt-host contract. The fair value of the embedded derivative is estimated using a “with-and-without” approach as the difference between the value of the RMB Facilities with and without the embedded derivative using both the binomial lattice model and discounted cash flow analysis. The following key assumptions were used in March 31, 2024 and September 30, 2024: Facility A Facility B Credit spread volatility 50 % 35 % Credit spread 4.48 % 4.99 % Credit rating B- B- Risk free rate SOFR spot rate* SOFR spot rate* * As of March 31, 2024 and September 30, 2024, the Secured Overnight Financing Rate ( SOFR ) spot rate was 5.34 % and 4.96 % respectively . The Prepayment Derivative is classified as a Level 3 in the fair value hierarchy due to the use of at least one significant unobservable input which is the credit spread volatility . At inception, the credit spread was an observable input based on the transaction price of the debt; however, in future periods, it will also be an unobservable input. For the Prepayment Derivative asset in RMB Facility A, a change of -10% in credit spread volatility would result in a decrease in the derivative asset of $ 113 , while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 111 . For the Prepayment Derivative asset in RMB Facility B, a change of -10% in credit spread volatility would result in a decrease in the derivative asset of $ 265 , while a change of +10% in credit spread volatility would result in an increase in the derivative asset of 27 $ 264 . The Prepayment Derivative assets are included in Other assets and their fair values were $ 610 and $ 1,616 for RMB Facility A and RMB Facility B, respectively, as of March 31, 2024 and, $ 1,536 and $ 2,887 for RMB Facility A and RMB Facility B, respectively, as of September 30, 2024. The debt-host contracts are accounted for at amortized cost. Total debt issuance costs of appr oximately $ 1,000 were incurred. For the three- and six-month periods ended September 30, 2024, the Company recorded $ 69 and $ 146 , respectively, of amortization of the original debt issuance costs and the refinancing fee to RMB. For the three- and six-month periods ended September 30, 2024, the Company recorded interest expense of $ 1,920 and $ 3,790 , respectively. Scheduled contractual maturities of the long-term debt as of September 30, 2024 are as follows: 2025 (remaining) $ 984 2026 4,923 2027 47,916 2028 5,415 2029 54,316 113,554 Less: Current portion ( 3,371 ) Plus debt costs and prepayment 828 Total $ 111,011 NOTE 14 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following (in thousands): March 31, 2024 September 30, 2024 Accounts payable $ 20,025 $ 41,821 Accrued warranty 1,138 1,523 Accrued compensation 8,956 14,305 Government authorities 3,062 6,439 Other current liabilities 827 2,010 $ 34,008 $ 66,098 28 The following table summarizes warranty activity for the six months ended September 30, 2023 and 2024 (in thousands): Six Months Ended September 30, 2023 2024 Accrued warranty reserve, beginning of year $ 2,255 $ 2,926 Accrual for product warranties issued 710 242 Product replacements and other warranty expenditures ( 210 ) ( 202 ) Expiration of warranties ((over)/under warranty accrual) ( 141 ) 15 Acquired through MiX Combination — 356 Foreign currency translation difference — 33 Accrued warranty reserve, end of period (1) $ 2,614 $ 3,370 (1) Includes non-current accrued warranty included in other long-term liabilities at September 30, 2023 and 2024 of $ 1,822 and $ 1,847 , respectively. NOTE 15 - STOCKHOLDERS' EQUITY Convertible Redeemable Preferred Stock: The Company is authorized to issue 150 shares of preferred stock, par value $ 0.01 per share of which 100 shares are designated Series A Preferred Stock and 50 shares are undesignated. Series A Preferred Stock In connection with the completion of the Pointer acquisition, on October 3, 2019, the Company issued 50 shares of Series A Preferred Stock to ABRY Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P and ABRY Investment Partnership, L.P. (the “Investors”). Concurrently with the closing of the MiX Combination on April 2, 2024, the Company used the net proceeds received from RMB and from incremental borrowing capacity as a result of the refinancing of credit facilities with Hapoalim to redeem in full for $ 90,300 for all of the outstanding shares of the Series A Preferred Stock. Dividends Holders of Series A Preferred Stock were entitled to receive cumulative dividends at a minimum rate of 7.5 % per annum (calculated on the basis of the Series A Issue Price), quarterly in arrears. The dividends were payable at the Company’s election, in kind, through the issuance of additional shares of Series A Preferred Stock, or in cash, provided no dividend payment failure had occurred and was continuing and that there had not previously occurred two or more dividend payment failures. Commencing on the 66-month anniversary of the date on which any shares of Series A Preferred Stock were first issued (the “Original Issuance Date”), and on each monthly anniversary thereafter, the dividend rate would increase by 100 basis points, until the dividend rate reached 17.5 % per annum, subject to the Company’s right to defer the increase for up to three consecutive months on terms set forth in the Company’s Amended and Restated Certificate of Incorporation (the “Charter”). During the three- and six-month periods ended September 30, 2023, the Company paid dividends in amounts equal to $ 1,129 and $ 2,257 , respectively, to the holders of the Series A Preferred Stock, and $ 25 during the six-month period ended September 30, 2024. Dividends for the period ended March 31, 2024, plus accrued dividends through April 2, 2024, were paid in cash on the redemption date of the Series A Preferred Stock. 29 NOTE 16 - ACCUMULATED OTHER COMPREHENSIVE LOSS Comprehensive loss includes net loss and foreign currency translation gains and losses. The accumulated balances for each classification of other comprehensive loss for the six-month period ended September 30, 2024 are as follows (in thousands): Foreign currency translation adjustment Accumulated other comprehensive loss Balance at April 1, 2024 $ ( 985 ) $ ( 985 ) Net current period change ( 379 ) ( 379 ) Balance at September 30, 2024 $ ( 1,364 ) $ ( 1,364 ) The accumulated balances for each classification of other comprehensive loss for the six-month period ended September 30, 2023 are as follows (in thousands): Foreign currency translation adjustment Accumulated other comprehensive loss Balance at April 1, 2023 $ ( 1,098 ) $ ( 1,098 ) Net current period change ( 806 ) ( 806 ) Balance at September 30, 2023 $ ( 1,904 ) $ ( 1,904 ) NOTE 17 - SEGMENT INFORMATION The Company operates in one reportable segment, wireless IoT asset management. The following table summarizes revenues by geographic region (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2023 2024 2023 2024 North America $ 20,212 $ 21,255 $ 36,977 $ 42,396 Israel 10,247 11,751 21,152 22,411 Africa 807 24,178 1,670 48,578 Europe and Middle East 430 9,178 1,029 17,043 Other 2,547 10,656 5,507 22,020 $ 34,243 $ 77,018 $ 66,335 $ 152,448 30 March 31, 2024 September 30, 2024 Long lived assets by geographic region: North America $ 4,083 $ 8,621 Israel 3,946 2,804 Africa 705 31,031 Europe and Middle East 2,850 4,898 Other 1,135 4,574 $ 12,719 $ 51,928 NOTE 18 - 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. Three Months Ended September 30, Six Months Ended September 30, 2023 2024 2023 2024 Domestic pre-tax book loss $ ( 4,123 ) $ ( 7,136 ) $ ( 14,312 ) $ ( 23,611 ) Foreign pre-tax book income (expense) 870 5,509 7,791 738 Total loss before income taxes ( 3,253 ) ( 1,627 ) ( 6,521 ) ( 22,873 ) Income tax benefit (expense) ( 295 ) ( 256 ) ( 289 ) ( 1,309 ) Net loss before non-controlling interest $ ( 3,548 ) $ ( 1,883 ) $ ( 6,810 ) $ ( 24,182 ) Effective tax rate ( 9.07 ) % ( 15.73 ) % ( 4.43 ) % ( 5.72 ) % For the three- and six-month periods ended September 30, 2023 and 2024, 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 jurisdictions, and certain discrete items. NOTE 19 - LEASES The Company determines whether an arrangement is a lease at inception. The Company has operating leases for office space, office equipment and vehicles. The Company’s leases have remaining lease terms of 1 year to 5 years, some of which include options to extend the lease term for up to 5 years. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. The operating lease ROU asset also includes any lease payments made in advance of lease commencement and excludes lease incentives. The lease terms used in the calculations of the operating ROU assets and operating lease liabilities include options to extend or terminate the lease when the Company is reasonably certain that it will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. 31 The Company has lease agreements with lease and non-lease components, which are generally not accounted for separately. Where lease terms are 12-months or less, and meet the criteria for short-term lease classification, no ROU asset and no lease liability are recognized. 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. The components of lease cost are as follows (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2023 2024 2023 2024 Short-term lease cost $ 119 $ 228 $ 238 $ 435 Supplemental cash flow information and non-cash activity related to the Company’s operating leases are as follows (in thousands): Six Months Ended September 30, 2023 2024 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 856 $ 1,262 Reduction of right-of-use assets due to MiX Combination (1) $ — $ ( 933 ) (1) Subsequent to the MiX Combination, certain leases were terminated or modified due to the consolidation of leased space. Weighted-average remaining lease term and discount rate for our operating leases are as follows: September 30, 2024 Weighted-average remaining lease term - operating leases (in years) (1) 3.28 Weighted-average discount rate 7.6 % (1) Including expected renewals where appropriate. Scheduled maturities of operating lease liabilities outstanding as of September 30, 2024 are as follows (in thousands): October 2024 - March 2025 $ 2,331 2026 3,260 2027 2,012 2028 1,319 2029 1,114 Thereafter 1,420 Total lease payments 11,456 Less: Imputed interest ( 1,495 ) Present value of lease payments $ 9,961 32 NOTE 20 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s cash and cash equivalents, restricted cash and investments in securities are carried at fair value. The carrying value of financing receivables approximates fair value due to the interest rate implicit in the instruments approximating current market rates. The carrying value of accounts receivable, accounts payable and accrued liabilities and short-term bank debt approximates their fair values due to the short period to maturity of these instruments. The fair value of the loans to external parties included in other non-current assets is determined using unobservable market data (Level 3 inputs), that represent management ’ s estimate of current interest rates that a commercial lender would charge the borrower s. The fair value of the Company’s debt is based on observable relevant market information and future cash flows discounted at current rates, which are Level 2 measurements. The Prepayment Derivative within the RMB Facilities is classified as a Level 3 in the fair value hierarchy due to the use of at least one significant unobservable input which is the credit spread volatility (see Note 13). March 31, 2024 September 30, 2024 Carrying Amount Fair Value Carrying Amount Fair Value Loans to external parties $ 475 $ 475 $ 209 $ 209 Debt $ 115,761 $ 116,278 $ 146,349 $ 150,420 Prepayment derivative $ 2,226 $ 2,226 $ 4,423 $ 4,423 NOTE 21 - CONCENTRATION OF CUSTOMERS For the three- and six-month periods ended September 30, 2023 and 2024, there were no customers that generated revenues greater than 10% of the Company’s consolidated total revenues or generated greater than 10% of the Company’s consolidated accounts receivable. NOTE 22 - COMMITMENTS AND CONTINGENCIES From time to time, the Company is involved in various litigation matters involving claims incidental to its business and acquisitions, including employment matters, acquisition-related claims, patent infringement and contractual matters, among other issues. While the outcome of any such litigation matters cannot be predicted with certainty, management currently believes that the outcome of these proceedings, including the matters described below, either individually or in the aggregate, will not have a material adverse effect on its business, results of operations or financial condition. The Company records reserves related to legal matters when losses related to such litigation or contingencies are both probable and reasonably estimable. In August 2014, Pointer do Brasil Comercial Ltda. (“Pointer Brazil”) received a notification of lack of payment of VAT tax (Brazilian ICMS tax) in the amount of $ 195 plus $ 1,055 of interest and penalty, totaling $ 1,347 as of March 31, 2024 and $ 1,250 a s of September 30, 2024. The Company is vigorously defending this tax assessment before the administrative court in Brazil, but in light of the administrative and judicial processes in Brazil, it could take up to 14 years before the dispute is finally resolved. In case the administrative court rules against the Company, the Company could claim before the judicial court, an appellate court in Brazil, a substantial reduction of interest charged, potentially reducing the Company’s total exposure. The Company’s legal counsel is of the opinion that the chance of loss is not probable and for this reason the Company has not made any provision. In July 2015, Pointer Brazil received a tax deficiency notice alleging that th e 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 $ 11,770 as of September 30, 2024. 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 $ 204 . The state has appealed 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. 33 Mobile Telephone Networks Proprietary Limited (“MTN”), a network service provider of MiX Telematics Africa, a subsidiary of the Company, is entitled to claw back payments from MiX Telematics Africa in the event of early cancellation of the agreement or certain base connections not being maintained over the term of an amended network services agreement between the parties or certain base connections not being maintained over the term of such agreement. No connection incentive s will be received in terms of the amended network services agreement. The maximum potential liability under the arrangement as of March 31, 2024 and September 30, 2024 was $ 841 and $ 791 , respectively. No loss is consider ed probable under this arrangement. On August 30, 2024, Fleet Connect Solutions LLC (“Fleet Connect”) filed a complaint against the Company in the United States District Court for the Eastern District of Texas alleging infringement of a number of Fleet Connect’s patents. The Company filed an answer to Fleet Connect’s complaint on November 8, 2024, denying the claims together with counterclaims to invalidate Fleet Connect’s patents. The Company simultaneously filed a Section 101 motion seeking to invalidate some of the patents. The Company is evaluating the claims with patent counsel, however based on currently available information, the Company is unable to make a reasonable estimate of loss or range of losses, if any, arising from this matter. NOTE 23 - RECENT ACCOUNTING PRONOUNCEMENTS In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires additional operating segment disclosures in annual and interim consolidated financial statements. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and for interim periods beginning after December 15, 2024 on a retrospective basis, with early adoption permitted. The Company is evaluating the effect of adopting ASU 2023-07. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a retrospective or prospective basis. The Company is evaluating the effect of adopting ASU 2023-09. NOTE 24 - SUBSEQUENT EVENTS Business Combination On October 1, 2024, the Company consummated the acquisition of Fleet Complete (as defined below) contemplated by the Share Purchase Agreement, dated as of September 18, 2024 (as amended, the “Purchase Agreement”), by and among Golden Eagle Topco, LP (“Golden Eagle LP”), the persons that are party to the Purchase Agreement under the heading “Other Sellers” (the “Other Sellers” and, together with Golden Eagle LP, the “Sellers”), the Company and Powerfleet Canada Holdings Inc. and a wholly owned subsidiary of the Company (the “Canadian SPV” and, together with the Company, the “Purchasers”). The foregoing transactions are hereinafter referred to as the “FC Acquisition.”. Pursuant to the terms the Purchase Agreement, the Purchasers acquired all of the direct and indirect common shares in the capital of Golden Eagle Canada Holdings, Inc. (“Canada Holdco”) and Complete Innovations Holdings Inc. (“CIH”), and all of the issued and outstanding shares of common stock of Golden Eagle Holdings, Inc. (together with Canada Holdco and CIH, “Fleet Complete”), in exchange for payment by the Purchasers of an aggregate purchase price of $ 200 million, subject to certain customary working capital and other adjustments as described in the Purchase Agreement (as adjusted, the “Purchase Price”). $ 15 million of the Purchase Price payable in the FC Acquisition was satisfied by the issuance of 4,285,714 shares of the Company’s common stock to an existing indirect shareholder of Fleet Complete, with the remainder paid in cash. $ 60 million of the cash portion of the Purchase Price was funded by the Private Placement, as described below, and $ 125 million of the cash portion of the Purchase Price was funded with a senior secured term loan facility provided by RMB, as described below. $ 3.85 million of the Purchase Price has been placed into escrow to secure purchase price adjustment payment obligations under the Purchase Agreement and certain tax liabilities. Concurrently with the closing of the FC Acquisition, on October 1, 2024, the Company consummated the Private Placement. $ 60 million of such gross proceeds funded a portion of the Purchase Price with the remaining $ 10 million in proceeds expected to be used by the Company for working capital and general corporate purposes. $ 62 million, net of costs, was received by September 30, 2024, with the remaining $ 8 million received on October 1, 2024. 34 Given the proximity between the transaction close date and the Company’s Quarterly Report on Form 10-Q, the preliminary purchase price allocation has not yet been completed. Management expects to complete the purchase price allocation in the third quarter of the 2025 fiscal year. RMB Term Facility On September 27, 2024, the Company, together with I.D. Systems and Movingdots, each a wholly owned subsidiary of the Company, entered into a Facility Agreement (the “Facility Agreement”) with RMB, pursuant to which RMB agreed to provide the Company with a term loan facility in an aggregate principal amount of $ 125 million (the “New RMB Term Facility”). The Company drew down the full amount of the New RMB Term Facility on October 1, 2024, and used the proceeds to pay a portion of the Purchase Price, as described above. The Company’s obligations under the New RMB Term Facility are guaranteed, on a joint and several basis, by the Company, I.D. Systems and Movingdots. The New RMB Term Facility is secured by a first priority security interest over the entire share capital of I.D. Systems, Movingdots, MS2000 and Canadian SPV, each a wholly owned subsidiary of the Company. No other assets of the Company will serve as collateral under the New RMB Term Facility. The New RMB Term Facility is repayable on October 31, 2029. The New RMB Term Facility may be voluntarily prepaid at any time upon prior written notice, in whole or in part, subject to payment of a refinancing fee equal to (i) 2 % of the amount prepaid if such prepayment occurs before October 1, 2025, or (ii) 1 % of the amount prepaid if such prepayment occurs on or after October 1, 2025, but before October 1, 2026. No refinancing fee is payable if prepayment occurs on or after October 1, 2026. If voluntary prepayments are made in part, they must be made in minimum amounts of $ 5 million in integral multiples of $ 1 million. In addition, the Facility Agreement provides for certain customary mandatory prepayment requirements. In the event of any prepayment during a quarterly interest period the Company is also required to pay, or receive from, RMB an amount, such that RMB would be in the same economic position for that interest period had the prepayment only occurred at the end of such period. The amount payable or receivable will be calculated relative to the interest that RMB would be able to obtain by placing the amount prepaid on deposit with a leading bank in the London interbank market for a period from the prepayment until the end of such interest period. The New RMB Term Facility bears interest at 5 % per annum (or 7 %, if an event of default is occurring), plus the applicable term SOFR reference rate (or an interpolated rate if SOFR is unavailable), payable quarterly on March 31, June 30, September 30, and December 31 each year, and on October 31, 2029. The Company paid a non-refundable deal structuring fee of $ 1.25 million to RMB on October 1, 2024. The Company may be required to make certain indemnity-type payments to RMB should RMB’s returns on the New RMB Term Facility be lower than those envisaged, for example due to changes in tax implications and increased costs of servicing the facility. The Facility Agreement contains certain customary affirmative and negative covenants, including financial covenants with respect to the ratio of the Company’s consolidated total net borrowings to consolidated EBITDA and the ratio of the Company’s consolidated EBITDA to consolidated total finance costs. The Facility Agreement also includes representations, warranties, events of default and other provisions customary for financings of this type. The occurrence of any event of default under the Facility Agreement may result in all outstanding indebtedness under the New RMB Term Facility becoming immediately due and payable. 35