What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-02-10 compared with 2024-11-12 · 127 added, 232 removed, 192 unchanged (65% of the section changed)

1 unchanged sentence

The following discussion and analysis of the consolidated financial condition and results of operations of Powerfleet, Inc.

and its subsidiaries (“Powerfleet,” the “Company,” “we,” “our” or “us”) should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing in Part I, Item 1 of this report.

In the following discussions, most percentages and dollar amounts have been rounded to aid presentation, and, accordingly, all amounts are approximations.

Amounts throughout this discussion and analysis for our unaudited interim condensed consolidated statements for the three- and six-month periods ended September 30, 2023 have been restated to reflect the impact of the restatement as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”).

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.

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 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 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.

Cautionary Note Regarding Forward-Looking Statements

17 unchanged sentences

changes in laws and regulations or changes in generally accepted accounting policies, rules and practices;

and other risks detailed from time to time in our filings with the Securities and

Exchange Commission (the “SEC”), including our Transition Report on Form 10-KT for the period ended March 31, 2024 (the “Form 10-KT”).

and other risks detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), including our Transition Report on Form 10-KT for the period ended March 31, 2024 (the “Form 10-KT”).

There may be other factors of which we are currently unaware or which we currently deem immaterial that may cause our actual results to differ materially from the forward-looking statements.

1 unchanged sentence

Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances occurring after the date they were made or to reflect the occurrence of unanticipated events, or otherwise.

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.

We are a global leader of Artificial Intelligence-of-Things (“AIoT”) solutions providing valuable business intelligence for managing high-value enterprise and mid-market assets that improve operational efficiencies.

We are headquartered in Woodcliff Lake, New Jersey, with offices located around the globe.

Our Unity data highway and AIoT ecosystem is the centerpiece of our strategy.

Unity has the capability to ingest data from multiple data sources, harmonizing and transforming the dataset, and delivering simply understood insights through a unified Software-as-a-Service (“SaaS”) platform.

Unity provides mission-critical solutions from warehouse to trailer to vehicle, allowing customers to consolidate suppliers and gain end-to-end in a single pane of glass.

Unity enables customers to consume their data in multiple ways, from data-powered applications to unified operations integrations, which provide the ability to improve performance of the asset, the individual in charge of the asset and the business process, continuously improving our customers’ business performance.

Within the Unity ecosystem, our Powerfleet for Warehouse AIoT solutions are designed to provide on-premise or in-facility asset and operator management, monitoring, and visibility for warehouse and factory trucks such as forklifts, man-lifts, tuggers and ground support equipment at airports.

These solutions utilize a variety of communications capabilities such as Bluetooth®, WiFi, and proprietary radio frequency.

Additionally, within the Unity ecosystem, our Powerfleet for On-Road AIoT solutions are designed to provide bumper-to-bumper AIoT asset management, monitoring, and visibility for over-the-road based assets such as heavy trucks, dry-van trailers, refrigerated trailers and shipping containers and their associated cargo.

These AIoT solutions provide mobile-asset tracking and condition-monitoring solutions to meet the transportation market’s desire for greater visibility, safety, security, and productivity throughout global supply chains.

Our On-Road AIoT solutions extend to all mobile assets, whether it is a rental car, a private fleet, or automotive original equipment manufacturer (“OEM”) partners.

We achieve this by providing critical information that can be used to increase revenues, reduce costs, enhance safety and sustainability, deliver compliance, and improve customer service.

Our patented technologies are proven solutions for organizations that must monitor and analyze their assets to improve safety, increase efficiency, reduce costs, and drive profitability.

Our offerings are sold under the global brands Powerfleet, Pointer, Cellocator, MiX by Powerfleet and Fleet Complete.

We have an established history of Internet-of-Things (“IOT”) device development, AI and data science expertise, and innovation creating devices that can withstand harsh and rugged environments.

With 51 patents and patent applications and over 25 years’ experience, we believe we are well positioned to evolve our offerings for even greater value to customers through our cloud-based applications for unified operations.

We deliver advanced data solutions that connect mobile assets to increase visibility, operational efficiency and profitability.

Across our spectrum of vertical markets, we differentiate ourselves by developing mobility platforms that collect data from unique sensors.

Because we are data source and OEM agnostic, we help organizations view and manage their mixed assets homogeneously.

All of our solutions are paired with SaaS and analytics platforms to provide an even deeper level of insights and understanding of how assets are utilized and how drivers and operators operate those assets.

These insights include a full set of key performance indicators to drive operational and strategic decisions.

Our customers typically get a return on their investment in less than 12 months from deployment.

Our enterprise software applications have AI and machine learning capabilities and are built to integrate with our customers’ management systems to provide a single, integrated view of asset and operator activity across multiple locations while providing real-time enterprise-wide benchmarks and peer-industry comparisons.

We look for analytics, as well as the data contained therein, to differentiate us from our competitors, adding significant value to customers’ business operations, and helping to contribute to their bottom line.

Our solutions also feature open application programming interfaces for additional integrations and development to boost other enterprise management systems and third-party applications.

We market and sell our Unity ecosystem and our connected AIoT data solutions to a wide range of customers in the commercial and government sectors.

Our customers operate in diverse markets, such as manufacturing, automotive manufacturing, wholesale and retail, food and grocery distribution, pharmaceutical and medical distribution, construction, mining, utilities, aerospace, vehicle rental, as well as logistics, shipping, transportation, energy and field services.

Traditionally, these businesses have relied on multiple vendors, as well as manual, often paper-based, processes or on-premise legacy software to operate their high-value assets, manage workforce resources, and distributed sites;

and face environmental, safety, and other regulatory requirements.

In today’s landscape, it is crucial for these businesses to invest in solutions that enable easy analysis and sharing of real-time information, increasingly consolidating their suppliers.

Recent Developments

On April 2, 2024, we consummated the MiX Combination, pursuant to which MiX Telematics became our indirect, wholly owned subsidiary.

2 unchanged sentences

The acquisition is expected to provide us with operational synergies and access to a broader base of customers.

The consolidated financial statements as of and for the three- and six-month periods ended September 30, 2024 include the financial results of MiX Telematics and its subsidiaries from the closing date of the MiX Combination.

The consolidated financial statements as of and for the three- and nine-month periods ended December 31, 2024 include the financial results of MiX Telematics and its subsidiaries from the closing date of the MiX Combination.

See Note 3, “Acquisition” in Part I, Item 1, “Financial Statements (Unaudited)” for additional information.

No operating results for MiX Telematics are included in the comparative period for the three- and six-month periods ended September 30, 2023.

No operating results for MiX Telematics are included in the comparative period for the three- and nine-month periods ended December 31, 2023.

On May 8, 2024, our Board of Directors approved a change in our fiscal year end from December 31 to March 31 in order to better align our reporting calendar with the April 2, 2024 close of the MiX Combination and MiX Telematics’ historical March 31 fiscal year end.

4 unchanged sentences

A majority of Fleet Complete’s revenue is generated through strong distribution partnerships with major international telecommunications providers and market-leading original equipment manufacturer (“OEM”) partners.

See Note 24, “Subsequent Events” in Part I, Item 1, “Financial Statements (Unaudited)” for additional information.

Our Powerfleet for Warehouse solutions are designed to provide on-premise or in-facility asset and operator management, monitoring, and visibility for industrial trucks such as forklifts, man-lifts, tuggers and ground support equipment at airports.

These solutions utilize a variety of communications capabilities such as Bluetooth®, WiFi, and proprietary radio frequency.

Our Powerfleet for Logistics solutions are designed to provide bumper-to-bumper asset management, monitoring, and visibility for over-the-road based assets such as heavy trucks, dry-van trailers, refrigerated trailers and shipping containers and their associated cargo.

These systems provide mobile-asset tracking and condition-monitoring solutions to meet the transportation market’s desire for greater visibility, safety, security, and productivity throughout global supply chains.

Our Powerfleet for Vehicles solutions are designed both to enhance the vehicle fleet management process, whether it’s a rental car, a private fleet, or automotive OEM partners.

We achieve this by providing critical information that can be used to increase revenues, reduce costs and improve customer service.

Our patented technologies are a proven solution for organizations that must monitor and analyze their assets to improve safety, increase efficiency, reduce costs, and drive profitability.

Our offerings are sold under the global brands Powerfleet, Pointer, Cellocator, MiX by Powerfleet, and Fleet Complete.

We have an established history of IoT device development and innovation creating devices that can withstand harsh and rugged environments.

We deliver advanced data solutions that connect mobile assets to increase visibility, operational efficiency and profitability.

Across our spectrum of vertical markets, we differentiate ourselves by developing mobility platforms that collect data from unique sensors.

Further, because we are OEM agnostic, we help organizations view and manage their mixed assets homogeneously.

All of our solutions are paired with software as a service (“SaaS”) and analytics platforms to provide an even deeper level of insights and understanding of how assets are utilized and how drivers and operators operate those assets.

These insights include a full set of key performance indicators (“KPIs”) to drive operational and strategic decisions.

Our customers typically get a return on their investment in less than 12 months from deployment.

Our enterprise software applications have machine learning capabilities and are built to integrate with our customers’ management systems to provide a single, integrated view of asset and operator activity across multiple locations while providing real-time enterprise-wide benchmarks and peer-industry comparisons.

Our solutions also feature open application programming interfaces (“APIs”) for additional integrations and development to boost other enterprise management systems and third-party applications.

We market and sell our connected IoT data solutions to a wide range of customers in the commercial and government sectors.

Traditionally, these businesses have relied on manual, often paper-based, processes or on-premise legacy software to operate their high-value assets, manage workforce resources, and distributed sites;

and face environmental, safety, and other regulatory requirements.

In today’s landscape, it is crucial for these businesses to invest in solutions that enable easy analysis and sharing of real-time information.

Our Solutions

We provide critical actionable information that powers unified operations throughout organizations.

We are solving the challenge of inefficient data collection, real-time visibility, and analysis that leads to transformative business operations.

Our SaaS cloud-based applications take data from our IoT devices and ecosystem of third-party and partner applications to present actionable information for customers to increase efficiencies, improve safety and security, and increase their profitability in easy-to-understand reports, dashboards, and real-time alerts.

Key Applications of our IoT Solutions

We provide real-time intelligence for organizations with high-value assets allowing them to make informed decisions and ultimately improve their operations, safety, and bottom line.

Our applications enable organizations to capture IoT data from various types of assets with devices and sensors creating a holistic view for analysis and action.

The core applications that our IoT solutions address include:

End-to-end Visibility:

Organizations with expensive assets such as vehicles, machinery, or equipment need to keep track of where the assets are located, monitor for misuse, and understand how and when assets are being used.

By having complete visibility of their assets, customers can improve security, utilization and customer service.

In addition, our visibility solutions help with personnel workflows and resource management, freight visibility through load status, equipment availability status, dwell and idle time, geofencing, two-way temperature control and management, multizone temperature monitoring, arrival and departure times, and supply chain allocation.

Regulatory Compliance:

Businesses must comply with government regulations and provide proof of compliance, which is commonly an onerous process to enforce and maintain.

Our solutions provide critical data points and reports to help

customers stay within compliance, avoid fines for non-compliance, and automate the reporting process.

We deliver real-time position reports, hours-of-service, temperature monitoring and control, electronic safety checklists, workflow management, controlling vehicle access to only authorized operators, inspection reports, and history logs of use.

Improve Safety:

Our applications are designed to provide asset and operator management, monitoring, and visibility for safer environments.

Our solutions allow our customers to monitor their fleet of vehicles on various parameters, including but not limited to, vehicle location, speed, engine fault codes, driver behavior, eco-driving, and ancillary sensors and can receive reports and alerts, either automatically or upon request wirelessly via the internet, email, mobile phone or an SMS.

In addition, our dash camera provides critical video capture that can be used to help exonerate drivers when in accidents or help bolster training and coaching programs of employees.

We also offer preventative solutions such as safety warning products to alert vehicle operators of objects or pedestrians in their pathway to prevent accidents, injuries, and damage.

Our analytics platform features dashboards with KPIs and can help managers identify patterns, trends and outliers that can be used as flags for interventions.

Drive Operational Efficiency & Productivity:

To increase utilization of mobile assets, our solutions enable the identification of a change in status, real-time location, geo-fencing alerts when an asset is approaching or leaving its destination, cargo status, and on-board intelligence utilizing a motion sensor and proprietary logic that identifies the beginning of a drive and the end of a drive.

Having this information enables customers to increase capacity, speed of service, right-size their fleets, and improve communication internally and with customers.

In addition, customers can increase revenue per mile, reduce claims and claims processing times, and reduce the number of assets needed.

This is achieved through proving such things as two-way integrated workflows for drivers, control assignments and work change, Electronic Driver Logging and automated record keeping for regulatory compliance, monitoring of asset pools and geofence violations, and various reporting insights that flag under-utilized assets, the closest assets, and alerts on dwell time and exceeding the allotted time for loading and unloading.

We help customers to automate processes and increase productivity of their employees.

Our applications enable customers to determine where operators are assigned and can temporarily reassign them based on peak needs, evaluate any disparity in the amount employees are paid compared to the time they actually spend operating a vehicle.

Our applications help answer the question of why does it take some employees longer than others to do specific tasks, where to focus labor resources, and how to forecast vehicles and operators needed for future workflow.

In addition, for our rental car vertical, our applications automatically upload vehicle identification number, mileage and fuel data as a vehicle enters and exits the rental lot, which can significantly expedite the rental and return processes for travelers, and provide the rental company with more timely inventory status, more accurate billing data that can generate higher fuel-related revenue, and an opportunity to utilize customer service personnel for more productive activities, such as inspecting vehicles for damage and helping customers with luggage.

Our solution for “car sharing” permits a rental car company to remotely control, track and monitor their rental vehicles wherever they are parked.

Whether for traditional “pod-based” rental or for the emerging rent-anywhere model, the system, through APIs integrated into any rental company’s fleet management system, (i) manages member reservations by smart phone or Internet, and (ii) charges members for vehicle use by the hour.

For our customers with a variety of make-model-years in their fleet, we have developed an unmatched library of certified vehicle code interfaces through our second-generation On-Board Diagnostics, industry standard.

Our patented fleet management system helps fleet owners improve asset utilization, reduce capital costs, and cut operating expenses, such as vehicle maintenance or service and support.

Increase Security:

Our solutions allow our customers to reduce theft and improve inventory management.

Customers can lockdown their assets with automated e-mail or text message alerts, emergency tracking of assets (higher frequency of reports) if theft is expected, geo-fencing alerts when an asset enters a prohibited geography or location, and near real-time sensors that alert based on changes in temperature and shock, among other things.

We also provide stolen vehicle retrieval (“SVR”) services in Israel and South Africa.

In Israel most of the SVR products used to provide our SVR services are mainly sold to (i) local car dealers and importers that in turn sell the products equipped in the vehicle to the end users who purchase the SVR services directly from us, or (ii) leasing companies which purchase our SVR services in order to secure their own vehicles.

In South Africa our distribution partners include automobile dealers, aftermarket automotive parts and service suppliers, automobile insurers and retailers.

We enable our customers to improve asset utilization, reduce capital costs, and cut operating expenses, such as vehicle maintenance or service and support.

Our solutions provide engine performance, machine diagnostics, fuel consumption, and battery life to improve preventative maintenance scheduling, increase uptime, and gain a longer service life of equipment.

Through our software applications, customers can optimize capacity, analyze resource allocation, and improve utilization of assets to reduce capital expenses such as purchasing new or leasing additional equipment.

Our applications provide root cause analysis for any cargo claims and helps with exoneration of drivers in accidents via dash camera visibility.

Analytics and Machine Learning

Our analytics platforms provide our customers with a holistic view of their asset activity across their enterprise.

For example, our image machine learning system allows us to process images from our freight camera and other sources and identify key aspects of operations and geospatial information such as location, work being accomplished, type of cargo, how cargo is loaded and if there are any visible issues such as damage.

Key Performance Indicators & Benchmarks

Our cloud-based software applications provide a single, integrated view of asset activity across multiple locations, generating enterprise-wide benchmarks, peer-industry comparisons, and deeper insights into asset operations.

In addition, our customers can set real-time alerts for exception-based reporting or critical activity that needs immediate attention.

This enables management teams to make more informed, effective decisions, raise asset performance standards, increase productivity, reduce costs, and enhance safety.

Specifically, our analytics platforms allow users to quantify best-practice enterprise benchmarks for asset utilization and safety, reveal variations and inefficiencies in asset activity across both sites and geographic regions, or identify opportunities to eliminate or reallocate assets, to reduce capital and operating costs.

We provide an extensive set of decision-making tools and a variety of standard and customized reports to help businesses improve overall operations.

We look for analytics and machine learning to make a growing contribution to drive platform and SaaS revenue, further differentiate our offerings and add value to our solutions.

We also use our analytics platform for our own internal platform quality control.

Hosting Services :

We provide the use of our systems as a remotely hosted service, with the system server and application software residing in our colocation center or on a cloud platform provider’s infrastructure (e.g., Azure, AWS).

This approach helps us reduce support costs and improve quality control.

It separates the system from the restrictions of the customers’ local IT networks, which helps reduce their system support efforts and makes it easier for them to receive the benefits of system enhancements and upgrades.

Our hosting services are typically offered with extended maintenance and support services over a multi-year term of service, with automatic renewals following the end of the initial term.

Software as a Service:

We provide system monitoring, help desk technical support, escalation procedure development, routine diagnostic data analysis and software updates services as part of the ongoing contract term.

These services ensure deployed systems remain in optimal performance condition throughout the contract term and provide access to newly developed features and functions on an annual basis.

Maintenance Services :

We provide a warranty on the hardware components of our system.

During the warranty period, we either replace or repair defective hardware.

We also make extended maintenance contracts available to customers and offer ongoing maintenance and support on a time and materials basis.

Customer Support and Consulting Services for Ease of Use, Adoption, and Added Value :

We have developed a framework for the various phases of system training and support that offer our customers both structure and flexibility.

Major training phases include hardware installation and troubleshooting, software installation and troubleshooting, “train-the-trainer” training on asset hardware operation, preliminary software user training, system administrator training, information technology issue training, ad hoc training during system launch and advanced software user training.

Increasingly, training services are provided through scalable online interactive training tools.

Support and consulting services are priced based on the extent of training that the customer requests.

To help our customers derive the most benefit from our system, we supply a broad range of documentation and support including videos, interactive online tools, hardware user guides, software manuals, vehicle installation overviews, troubleshooting guides, and issue escalation procedures.

We provide our consulting services both as a standalone service to study the potential benefits of implementing an IoT business intelligence solution and as part of the system implementation itself.

In some instances, customers prepay us for extended maintenance, support and consulting services.

In those instances, the payment amount is recorded as deferred revenue and revenue is recognized over the service period.

Growth Strategy

As a leading global provider of IoT SaaS solutions for high-value enterprise assets, our objective is to drive optimized operations and create safer environments.

During the quarter ended March 31, 2023, we began to consolidate and augment many of our existing capabilities on a single customer software platform branded as “Unity.” We have designed our Unity platform to enable rapid and deep integration with IoT devices and third-party business systems to a highly scalable data pipeline that powers artificial intelligence-driven insights to help companies save lives, time, and money.

Unity is an increasingly important initiative to meet our objective of becoming a leading global provider of IoT SaaS solutions for high-value enterprise assets to drive optimized operations and create safer environments.

To achieve this goal, we intend to prove value, retain and grow business with existing customers and pursue opportunities with new customers by:

• focusing our business solutions by vertical markets and go to market strategies to each market;

• positioning ourselves as an innovative thought leader;

• maintaining a world class sales and marketing team;

• identifying, seizing, and managing revenue opportunities;

• expanding our customer base, achieving wider market penetration and educating customers with mixed assets in their organization about our other applications, including new solutions available as a result of our transactions with MiX Telematics and Fleet Complete;

• implementing improved marketing, sales and support strategies;

• shortening our initial sales cycles by helping our customers through:

◦ identifying and quantifying benefits expected from our solutions;

◦ accelerating transitions from implementation to roll-out;

◦ building service revenue through long-term SaaS contracts;

• differentiating our product offering through analytics, machine learning, unique sensors, and value-added services;

• producing incremental revenue at a high profit margin;

• expanding our partnerships and integrations.

We also plan to expand into new applications and markets by:

• pursuing opportunities to integrate our system with computer hardware and software vendors, including:

◦ transportation management systems;

◦ warehouse management systems;

◦ labor and timecard systems;

◦ enterprise resource planning;

◦ yard management systems;

• establishing relationships with global distributors;

• evaluating and pursuing strategically sound acquisitions of companies.

Recent Developments

The consolidated financial statements as of and for the three- and nine-month periods ended December 31, 2024 include the financial results of Fleet Complete and its subsidiaries from the closing date of the FC Acquisition.

See Note 3, “Acquisition” in Part I, Item 1, “Financial Statements (Unaudited)” for additional information.

No operating results for Fleet Complete are included in the comparative period for the three- and nine-month periods ended December 31, 2023.

Higher interest rates and inflation, fluctuations in currency values, supply chain disruptions and the conflicts between Russia and Ukraine, and between Israel and Hamas, have resulted in significant economic disruption and adversely impacted the broader global economy, including our customers and suppliers.

16 unchanged sentences

• develop and commercialize new products and technologies.

We have incurred recurring losses and negative cash flows from operations since inception and had an accumulated deficit of $179.0 million as of September 30, 2024.

Management believes our cash and cash equivalents and restricted cash of $89.0 million ($61.9 million of proceeds from the Private Placement, net of costs to issue common stock, was held in restricted cash at September 30, 2024, and subsequently used for the FC Acquisition on October 1, 2024) as of September 30, 2024 in conjunction with the debt proceeds from our lenders, plus cash generated from the execution of our strategic plan over the next 12 months, are sufficient to fund the projected operations for at least the next 12 months from the issuance date of these condensed consolidated financial statements (November 12, 2024) and service our outstanding obligations.

We have incurred recurring losses and negative cash flows from operations since inception and had an accumulated deficit of $193.3 million as of December 31, 2024.

Management believes our cash and cash equivalents and restricted cash of $38.6 million as of December 31, 2024 in conjunction with the debt proceeds from our lenders, plus cash generated from the execution of our strategic plan over the next 12 months, are sufficient to fund the projected operations for at least the next 12 months from the issuance date of these condensed consolidated financial statements (February 10, 2025) and service our outstanding obligations.

Additional risks and uncertainties to which we are subject are described under the heading “Risk Factors” in Part II, Item 1A of this report and in the Form 10-KT.

Critical Accounting Policies

For the three- and six-month periods ended September 30, 2024, there were no significant changes to our critical accounting policies as identified in the Form 10-KT.

For the three- and nine-month periods ended December 31, 2024, there were no significant changes to our critical accounting policies as identified in the Form 10-KT.

Results of Operations

The following table sets forth, for the periods indicated, certain operating information expressed as a percentage of revenue:

Three Months Ended September 30, Six Months Ended September 30,

(As Restated) 2024 2023 2024

Three Months Ended December 31, Nine Months Ended December 31,

2024 2023 2024

Products 37.4 % 23.2 % 36.9 % 24.6 %

10 unchanged sentences

Total operating expenses 61.8 % 56.4 % 60.4 % 61.3 %

(Loss)/profit from operations (9.0) % 0.7 % (9.8) % (11.6) %

Loss from operations (11.5) % (1.2) % (10.4) % (7.3) %

Interest income 0.1 % 0.3 % 0.1 % 0.3 %

1 unchanged sentence

Bargain purchase - Movingdots 4.4 % — % 1.8 % — %

Other (expense)/income, net (0.1) % 2.2 % — % 0.7 %

Other expense, net — % (1.9) % — % (0.4) %

Net loss before income taxes (10.3) % (10.2) % (10.0) % (13.0) %

Income tax expense (0.9) % (0.3) % (0.4) % (0.9) %

Income tax benefit/(expense) 0.3 % (3.3) % (0.2) % (1.9) %

Net loss before non-controlling interest (10.0) % (13.5) % (10.2) % (14.9) %

4 unchanged sentences

Net loss attributable to common stockholders (18.8) % (13.5) % (19.0) % (14.9) %

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Revenues increased by $42.8 million, or 124.9%, to $77.0 million in the three months ended September 30, 2024, from $34.2 million in the same period in 2023.

Revenues from products increased by $7.1 million, or 53.4%, to $20.3 million in the three months ended September 30, 2024, from $13.2 million in the same period in 2023.

The increase in product revenues was primarily due to the MiX Telematics business acquired which contributed $8.9 million in product revenues for the three months ended September 30, 2024, offset by lower demand from logistics customers in North America.

Revenues from services increased by $35.7 million, or 170.0%, to $56.7 million in the three months ended September 30, 2024 from $21.0 million in the same period in 2023.

The increase in services revenues was principally due to the MiX Telematics business acquired which contributed $34.9 million in service revenues for the three months ended September 30, 2024.

Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023

Revenues increased by $71.9 million, or 208.0%, to $106.4 million in the three months ended December 31, 2024, from $34.6 million in the same period in 2023.

Revenues from products increased by $11.8 million, or 91.1%, to $24.7 million in the three months ended December 31, 2024, from $12.9 million in the same period in 2023.

The increase in product revenues was primarily due to the MiX Telematics business acquired which contributed $7.9 million , and the Fleet Complete business acquired which contributed $4.9 million i n product revenues for the three months ended December 31, 2024.

Revenues from services increased by $60.1 million, or 277.8%, to $81.7 million in the three months ended December 31, 2024 from $21.6 million in the same period in 2023.

The increase in services revenues was principally due to the MiX Telematics business acquired which contributed $35.0 million, and the Fleet Complete business acquired which contributed $24.8 million in service revenues for the three months ended December 31, 2024.

COST OF REVENUES.

Cost of revenues increased by $18.5 million, or 108.2%, to $35.7 million in the three months ended September 30, 2024, from $17.1 million for the same period in 2023.

The MiX Telematics business acquired contributed $17.5 million to cost of revenues for the three months ended September 30, 2024.

Gross profit was $41.3 million in the three months ended September 30, 2024, compared to $17.1 million for the same period in 2023.

As a percentage of revenues, gross profit increased to 53.7% in the three months ended September 30, 2024 from 50.0% in the same period in 2023.

Cost of products increased by $5.1 million, or 57.5%, to $13.9 million in the three months ended September 30, 2024, from $8.8 million in the same period in 2023.

Gross profit for products was $6.4 million in the three months ended September 30, 2024, compared to $4.4 million in the same period in 2023.

As a percentage of product revenues, gross profit decreased to 31.4% in the three months ended September 30, 2024 from 33.2% in the same period in 2023.

The decrease in gross profit as a percentage of product revenues was principally due to inventory write offs from product line rationalization following the MiX Combination.

Cost of services increased by $13.5 million, or 162.2%, to $21.7 million in the three months ended September 30, 2024, from $8.3 million in the same period in 2023.

The MiX Telematics business acquired contributed $12.6 million to cost of services for the three months ended September 30, 2024.

Gross profit for services was $35.0 million in the three months ended September 30, 2024, compared to $12.7 million in the same period in 2023.

As a percentage of service revenues, gross profit increased to 61.7% in the three months ended September 30, 2024 from 60.5% in the same period in 2023, as a result of the contribution from the MiX Telematics business acquired.

Cost of revenues increased by $30.5 million, or 177.5%, to $47.6 million in the three months ended December 31, 2024, from $17.2 million for the same period in 2023.

The MiX Telematics business acquired contributed $17.3 million to cost of revenues, and the Fleet Complete business acquired contributed $9.2 million for the three months ended December 31, 2024.

The remaining increase was mainly due to the amortization of MiX Telematics and Fleet Complete acquisition-related intangibles.

Gross profit was $58.8 million in the three months ended December 31, 2024, compared to $17.4 million for the same period in 2023.

As a percentage of revenues, gross profit increased to 55.2% in the three months ended December 31, 2024 from 50.3% in the same period in 2023.

Cost of products increased by $7.1 million, or 71.1%, to $17.1 million in the three months ended December 31, 2024, from $10.0 million in the same period in 2023.

Gross profit for products was $7.6 million in the three months ended December 31, 2024, compared to $2.9 million in the same period in 2023.

As a percentage of product revenues, gross profit increased to 30.6% in the three months ended December 31, 2024 from 22.5% in the same period in 2023.

The increase in gross profit as a percentage of product revenues was principally due to a larger proportion of sales being driven by higher margin product lines including in-warehouse solutions.

Cost of services increased by $23.4 million, or 326.1%, to $30.5 million in the three months ended December 31, 2024, from $7.2 million in the same period in 2023.

The MiX Telematics business acquired contributed $11.7 million, the Fleet Complete business acquired contributed $5.6 million, and the amortization of MiX Telematics and Fleet Complete acquisition-related intangibles contributed $5.4 million to cost of services for the three months ended December 31, 2024.

Gross profit for services was $51.2 million in the three months ended December 31, 2024, compared to $14.5 million in the same period in 2023.

As a percentage of service revenues, gross profit decreased to 62.7% in the three months ended December 31, 2024 from 66.9% in the same period in 2023, as a result of the commencement of amortization of MiX Telematics and Fleet Complete acquisition-related intangibles.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

Selling, general and administrative (“SG&A”) expenses increased by $19.6 million, or 110.0%, to $37.3 million in the three months ended September 30, 2024, compared to $17.8 million in the same period in 2023, principally due to the MiX Telematics business acquired which contributed $18.1 million of SG&A expenses (excluding one-time costs), $1.4 million in acquisition-related expenses and $1.1 million in restructuring costs for the three months ended September 30, 2024.

As a percentage of revenues, SG&A expenses, excluding $3.9 million in one-time transaction costs and restructuring costs, decreased to 43.4% in the three months ended September 30, 2024, from 51.9% in the same period in 2023.

Selling, general and administrative (“SG&A”) expenses increased by $36.1 million, or 186.5%, to $55.4 million in the three months ended December 31, 2024, compared to $19.3 million in the same period in 2023, principally due to the MiX Telematics business acquired which contributed $19.8 million, and the Fleet Complete business acquired which contributed $30.7 million, $15.6 million of which was one-time costs, of SG&A expenses for the three months ended December 31, 2024.

SG&A expenses included $5.3 million in acquisition-related expenses, $0.5 million in integration related expenses and $0.8 million in restructuring costs for the three months ended December 31, 2024.

As a percentage of revenues, SG&A expenses, excluding $6.7 in a cquisition-related expenses costs and restructuring costs, decreased to 45.8% in the three months ended December 31, 2024, from 56.0% in the same period in 2023.

RESEARCH AND DEVELOPMENT EXPENSES.

Research and development (“R&D”) expenses increased by $1.0 million, or 41.6%, to $3.4 million in the three months ended September 30, 2024, compared to $2.4 million in the same period in 2023, principally due to $1.5 million incurred by the MiX Telematics business post-transaction.

As a percentage of revenues, R&D expenses decreased to 4.5% in the three months ended September 30, 2024, from 7.1% in the same period in 2023.

Research and development (“R&D”) expenses increased by $2.6 million, or 129.9%, to $4.6 million in the three months ended December 31, 2024, compared to $2.0 million in the same period in 2023, principally due to $1.4 million incurred by the MiX Telematics business post-transaction, and $1.2 million incurred by the Fleet Complete business post-transaction.

As a percentage of revenues, R&D expenses decreased to 4.3% in the three months ended December 31, 2024, from 5.8% in the same period in 2023.

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS.

Net loss attributable to common stockholders was $1.9 million, or $(0.02) per basic and diluted share, for the three months ended September 30, 2024, as compared to net loss of $6.5 million, or $(0.18) per basic and diluted share, for the same period in 2023.

The net loss was primarily the result of $1.4 million in one-time transaction costs, $1.4 million in integration-related costs , $1.1 million in restructuring costs, and $1.2 million from the commencement of amortization of MiX Telematics acquisition-related intangibles, partially offset by $2.2 million gain in other income from the derivative mark-to-market adjustment .

Six Months Ended September 30, 2024 Compared to Six Months Ended September 30, 2023

Revenues increased by $86.1 million, or 129.8%, to $152.4 million in the six months ended September 30, 2024, from $66.3 million in the same period in 2023.

Revenues from products increased by $14.7 million, or 60.5%, to $39.0 million in the six months ended September 30, 2024, from $24.3 million in the same period in 2023.

The increase in product revenues was primarily due to the MiX Telematics business acquired which contributed $17.7 million in product revenues for the six months ended September 30, 2024, offset by lower demand from logistics customers in North America.

Revenues from services increased by $71.4 million, or 169.9%, to $113.4 million in the six months ended September 30, 2024, from $42.0 million in the same period in 2023.

The increase in services revenues was principally due to the MiX Telematics business acquired which contributed $69.8 million in service revenues for the six months ended September 30, 2024.

Net loss attributable to common stockholders was $14.3 million, or $(0.11) per basic and diluted share, for the three months ended December 31, 2024, as compared to net loss of $6.5 million, or $(0.18) per basic and diluted share, for the same period in 2023.

The net loss was primarily the result of $5.3 million in a cquisition-related expenses , $0.5 million in integration-related costs , $0.8 million in restructuring costs, $5.4 million

from the commencement of amortization of MiX Telematics and Fleet Complete acquisition-related intangibles, and $1.7 million loss from the derivative mark-to-market adjustment .

Nine Months Ended December 31, 2024 Compared to Nine Months Ended December 31, 2023

Revenues increased by $158.0 million, or 156.6%, to $258.9 million in the nine months ended December 31, 2024, from $100.9 million in the same period in 2023.

Revenues from products increased by $26.5 million, or 71.1%, to $63.7 million in the nine months ended December 31, 2024, from $37.2 million in the same period in 2023.

The increase in product revenues was primarily due to the MiX Telematics business acquired which contributed $25.6 million, and the Fleet Complete business acquired which contributed $4.9 million in product revenues for the nine months ended December 31, 2024, offset by lower demand from logistics customers in North America.

Revenues from services increased by $131.5 million, or 206.6%, to $195.2 million in the nine months ended December 31, 2024, from $63.7 million in the same period in 2023.

The increase in services revenues was principally due to the MiX Telematics business acquired which contributed $104.8 million, and the Fleet Complete business acquired which contributed $24.8 million in service revenues for the nine months ended December 31, 2024.

COST OF REVENUES.

Cost of revenues increased by $38.2 million, or 115.2%, to $71.5 million in the six months ended September 30, 2024, from $33.2 million for the same period in 2023.

The MiX Telematics acquired business contributed $36.9 million to cost of revenues for the six months ended September 30, 2024.

Gross profit was $81.0 million in the six months ended September 30, 2024, compared to $33.1 million for the same period in 2023.

As a percentage of revenues, gross profit increased to 53.1% in the six months ended September 30, 2024 from 49.9% in the same period in 2023.

Cost of products increased by $9.3 million, or 53.4%, to $26.7 million in the six months ended September 30, 2024, from $17.4 million in the same period in 2023.

Gross profit for products was $12.4 million in the six months ended September 30, 2024, compared to $6.9 million in the same period in 2023.

As a percentage of product revenues, gross profit increased to 31.6% in the six months ended September 30, 2024 from 28.5% in the same period in 2023.

Cost of revenues increased by $68.7 million, or 136.4%, to $119.1 million in the nine months ended December 31, 2024, from $50.4 million for the same period in 2023.

The MiX Telematics acquired business contributed $54.2 million, and the Fleet Complete business acquired contributed $9.2 million to cost of revenues for the nine months ended December 31, 2024.

Gross profit was $139.8 million in the nine months ended December 31, 2024, compared to $50.5 million for the same period in 2023.

As a percentage of revenues, gross profit increased to 54.0% in the nine months ended December 31, 2024 from 50.1% in the same period in 2023.

Cost of products increased by $16.4 million, or 59.9%, to $43.8 million in the nine months ended December 31, 2024, from $27.4 million in the same period in 2023.

Gross profit for products was $19.9 million in the nine months ended December 31, 2024, compared to $9.8 million in the same period in 2023.

As a percentage of product revenues, gross profit increased to 31.2% in the nine months ended December 31, 2024 from 26.4% in the same period in 2023.

The increase in gross profit as a percentage of product revenues was principally due to a larger proportion of sales being driven by higher margin product lines including in-warehouse solutions.

Cost of services increased by $29.0 million, or 183.1%, to $44.8 million in the six months ended September 30, 2024, from $15.8 million in the same period in 2023.

The MiX Telematics acquired business contributed $24.9 million to cost of services for the six months ended September 30, 2024.

Gross profit for services was $68.6 million in the six months ended September 30, 2024, compared to $26.2 million in the same period in 2023.

As a percentage of service revenues, gross profit decreased to 60.5% in the six months ended September 30, 2024 from 62.4% in the same period in 2023.

The decrease in gross profit as a percentage of revenues was mainly due to the commencement of amortization of MiX Telematics acquisition-related intangibles.

Cost of services increased by $52.3 million, or 227.7%, to $75.3 million in the nine months ended December 31, 2024, from $23.0 million in the same period in 2023.

The MiX Telematics acquired business contributed $36.6 million, the Fleet Complete business acquired contributed $5.6 million, and the amortization of MiX Telematics and Fleet Complete acquisition-related intangibles contributed $9.6 million to cost of services for the nine months ended December 31, 2024.

Gross profit for services was $119.9 million in the nine months ended December 31, 2024, compared to $40.7 million in the same period in 2023.

As a percentage of service revenues, gross profit decreased to 61.4% in the nine months ended December 31, 2024 from 63.9% in the same period in 2023.

The decrease in gross profit as a percentage of revenues was mainly due to the commencement of amortization of MiX Telematics and Fleet Complete acquisition-related intangibles.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

SG&A expenses increased by $57.1 million, or 163.4%, to $92.1 million in the six months ended September 30, 2024, compared to $35.0 million in the same period in 2023, principally due to the MiX Telematics business acquired which contributed $35.4 million of SG&A expenses (excluding one-time costs), $17.3 million in acquisition-related expenses, $4.7 million in accelerated stock-based compensation costs and $2.3 million in restructuring costs for the six months ended September 30, 2024.

As a percentage of revenues, SG&A expenses, excluding $24.3 million in one-time transaction, restructuring and accelerated stock-based compensation costs, decreased to 44.5% in the six months ended September 30, 2024, from 52.7% in the same period in 2023.

SG&A expenses increased by $93.2 million, or 171.6%, to $147.5 million in the nine months ended December 31, 2024, compared to $54.3 million in the same period in 2023, principally due to the MiX Telematics business acquired which contributed $63.8 million, $8.6 million of which was one-time costs , and the Fleet Complete business acquired which contributed $30.7 million, $15.6 million of which was one-time costs, of SG&A expenses, $20.9 million in acquisition-related expenses, $4.7 million in accelerated stock-based compensation costs and $3.1 million in restructuring costs for the nine months ended December 31, 2024.

As a percentage of revenues, SG&A expenses, excluding $30.9 million in acquisition-related, restructuring and accelerated stock-based compensation costs, decreased to 45.0% in the nine months ended December 31, 2024, from 53.8% in the same period in 2023.

RESEARCH AND DEVELOPMENT EXPENSES.

R&D expenses increased by $1.9 million, or 40.7%, to $6.5 million in the six months ended September 30, 2024, compared to $4.6 million in the same period in 2023, principally due to $2.9 million incurred by the MiX Telematics business post-transaction.

As a percentage of revenues, R&D expenses decreased to 4.3% in the six months ended September 30, 2024, from 7.0% in the same period in 2023.

R&D expenses increased by $4.5 million, or 67.6%, to $11.2 million in the nine months ended December 31, 2024, compared to $6.7 million in the same period in 2023, principally due to $4.3 million incurred by the MiX Telematics, and $1.2 million incurred by the Fleet Complete business post-transaction.

As a percentage of revenues, R&D expenses decreased to 4.3% in the nine months ended December 31, 2024, from 6.6% in the same period in 2023.

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS.

Net loss attributable to common stockholders was $24.2 million, or $(0.23) per basic and diluted share, for the six months ended September 30, 2024, as compared to net loss of $12.7 million, or $(0.36) per basic and diluted share, for the same period in 2023.

The net loss was primarily the result of $15.6 million in o ne-time transaction costs, $1.7 million in integration-related costs , $2.3 million in restructuring costs, $4.7 million in accelerated stock-based compensation costs and $4.2 million from the commencement of amortization of MiX Telematics acquisition-related intangibles, partially offset by $2.2 million gain in other income from the derivative mark-to-market adjustment .

Net loss attributable to common stockholders was $38.6 million, or $(0.33) per basic and diluted share, for the nine months ended December 31, 2024, as compared to net loss of

$19.2 million, or $(0.54) per basic and diluted share, for the same period in 2023.

The net loss was primarily the result of $20.9 million in a cquisition-related expenses , $2.3 million in integration-related costs , $3.1 million in restructuring costs, $4.7 million in accelerated stock-based compensation costs and $9.6 million from the commencement of amortization of MiX Telematics and Fleet Complete acquisition-related intangibles, partially offset by $0.5 million gain in other income from the derivative mark-to-market adjustment .

Non-GAAP Financial Information

5 unchanged sentences

Adjusted EBITDA

We define adjusted EBITDA as net loss attributable to common stockholders before non-controlling interest, preferred stock dividend and accretion, interest expense (net), income tax expense, depreciation and amortization, stock-based compensation, foreign currency gains/losses, restructuring-related expenses, gain on bargain purchase (Movingdots), derivative mark-to market adjustment and acquisition-related expenses.

We define adjusted EBITDA as net loss attributable to common stockholders before non-controlling interest, preferred stock dividend and accretion, interest expense (net), income tax benefit/expense, depreciation and amortization, stock-based compensation, foreign currency losses/gains, restructuring-related expenses, gain on bargain purchase (Movingdots), derivative mark-to market adjustment, recognition of pre-October 1, 2024 contract assets (Fleet Complete), acquisition-related expenses and integration-related expenses.

We have included adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measure that our management and board of directors use to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short and long-term operational plans.

1 unchanged sentence

Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results.

Because our method for calculating adjusted EBITDA may differ from other companies’ methods, the non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

A reconciliation of net loss attributable to common stockholders (the most directly comparable financial measure presented in accordance with GAAP) to adjusted EBITDA for the periods shown is presented below.

Reconciliation of Net Loss Attributable to Common Stockholders to Adjusted EBITDA

Three Months Ended September 30, Six Months Ended September 30,

(As Restated) 2024 2023 2024

Three Months Ended December 31, Nine Months Ended December 31,

2024 2023 2024

(In thousands)

3 unchanged sentences

Interest expense, net 798 7,583 1,386 13,844

Income tax expense 295 256 289 1,309

Income tax (benefit)/expense

(92) 3,513 197 4,821

Depreciation and amortization 2,348 13,643 7,155 33,042

Stock-based compensation 1,123 1,138 3,076 8,438

Foreign currency (gains)/losses (49) 636 (411) 745

Foreign currency losses/(gains)

152 543 (259) 1,288

Restructuring-related expenses 144 841 711 3,108

1 unchanged sentence

Derivative mark-to-market adjustment — 1,722 — (475)

Recognition of pre-October 1, 2024 contract assets (Fleet Complete)

— 2,041 — 2,041

Acquisition-related expenses 3,685 5,301 5,140 20,872

12 unchanged sentences

Liquidity and Capital Resources

On October 3, 2019, in connection with the completion of the Pointer acquisition, we issued and sold 50,000 shares of the 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”) pursuant to the terms of an Investment and Transaction Agreement, dated as of March 13, 2019 (as amended, the “Investment Agreement”), for an aggregate purchase price of $50.0 million.

The proceeds received from such sale were used to finance a portion of the cash consideration payable in our acquisition of Pointer.

On April 2, 2024, we consummated the MiX Combination, pursuant to which MiX Telematics became our indirect, wholly owned subsidiary.

9 unchanged sentences

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, Powerfleet Israel had utilized approximately $12.1 million under the Hapoalim Revolving Facilities.

As of December 31, 2024, Powerfleet Israel had utilized approximately $14.2 million under the Hapoalim Revolving Facilities.

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.

1 unchanged sentence

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%.

Hapoalim’s prime rate at December 31, 2024 was 6%.

Interest is payable quarterly on March 25, June 25, September 25, and December 25 over five years.

8 unchanged sentences

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.

Borrowers have also paid certain upfront fees and other fees and expenses to Hapoalim in connection with the A&R Credit Agreement.

On December 30, 2024, the Borrowers entered into an amendment (the “Amendment”) to the A&R Credit Agreement.

The Amendment increases the principal amount available under Hapoalim Facility D from $10 million to $20 million and provides that the total principal amount of Hapoalim Facility D may be distributed to us or any of our subsidiaries by no later than December 31, 2025, subject to certain terms and conditions of the A&R Credit Agreement.

On March 7, 2024, we entered into the Facilities Agreement with RMB, pursuant to which RMB agreed to provide us with the RMB Facilities in an aggregate principal amount of $85 million, composed of RMB Facility A and RMB Facility B, each having a principal amount of $42.5 million.

4 unchanged sentences

Following the signing of the Facilities Agreement with RMB and MiX Telematics entered into the Credit Agreement on March 14, 2024, for 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 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.

The RMB General Facility is repayable on demand and has a term of 365 days from the Available Date (as defined therein).

1 unchanged sentence

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.

MiX Telematics also has the CFC Overdraft Facility with Standard Bank.

The CFC Overdraft Facility entitles MiX Telematics to utilize a maximum amount of R70.0 million (the equivalent of $4.1 million 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 CFC Overdraft Facility was not 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 .

As of December 31, 2024, $15,944 of the RMB General Facility was utilized.

On September 27, 2024, we entered into the Facility Agreement with RMB, pursuant to which RMB agreed to provide us with the New RMB Term Facility in an aggregate principal amount of $125 million.

5 unchanged sentences

Capital Requirements

As of September 30, 2024, we had cash and cash equivalents (including restricted cash) of $89.0 million and working capital of $81.2 million compared to cash and cash equivalents (including restricted cash) of $109.7 million and working capital of $126.2 million as of March 31, 2024.

As of December 31, 2024, we had cash and cash equivalents (including restricted cash) of $38.6 million and working capital of $30.5 million compared to cash and cash equivalents (including restricted cash) of $109.7 million and working capital of $126.2 million as of March 31, 2024.

Our primary sources of cash are cash flows from sales of products and services, our holdings of cash, cash equivalents and proceeds from the sale of our capital stock and borrowings under our credit facilities.

$61.9 million of proceeds from the Private Placement, net of costs to issue common stock, was held in restricted cash at September 30, 2024, which was used for the FC Acquisition on October 1, 2024.

The FC Acquisition is

also expected to be a source of positive cash flow, together with the MiX Combination completed on April 2, 2024.

The FC Acquisition is a source of positive cash flow, together with the MiX Combination completed on April 2, 2024.

To date, we have not generated sufficient cash flow solely from operating activities to fund our operations.

2 unchanged sentences

Operating Activities

During the six months ended September 30, 2024, net cash used in operating activities was $10.8 million, compared to net cash used in operating activities of $2.1 million for the same period in 2023.

The net cash used in operating activities for the six months ended September 30, 2024 primarily included non-cash charges of $7.3 million for stock-based compensation, $19.4 million for depreciation and amortization expense, $4.4 million for bad debts expense, $0.9 million for shares issued for transaction bonuses related to the MiX Combination and $1.5 million for ROU asset amortization.

During the nine months ended December 31, 2024, net cash used in operating activities was $16.9 million, compared to net cash provided by operating activities of $2.6 million for the same period in 2023.

The net cash used in operating activities for the nine months ended December 31, 2024 primarily included non-cash charges of $8.4 million for stock-based compensation, $33.0 million for depreciation and amortization expense, $7.2 million for bad debts expense, $0.9 million for shares issued for transaction bonuses related to the MiX Combination, $1.6 million for inventory reserve, $0.7 million for other non-cash items, $4.3 million for ROU asset amortization, partially offset by $0.5 million for derivative mark-to-market adjustment .

Changes in operating assets and liabilities included:

• an increase in accounts receivables of $15.2 million;

• an increase in prepaid expenses and other assets of $3.0 million;

• a decrease in accounts payable of $15.7 million;

• an increase in deferred costs of $5.1 million;

• an decrease in accounts payable of $0.1 million;

• a decrease in lease liabilities of $4.1 million;

• a decrease in net severance fund of $0.6 million;

• a decrease in prepaid expenses and other assets of $2.1 million;

• a decrease in inventory, net of reserve of $2.6 million;

• an increase in deferred revenue of $1.0 million.

Investing Activities

Net cash provided by investing activities for the six months ended September 30, 2024 was $12.9 million, compared to net cash used in investing activities of $3.5 million for the same period in 2023 .

The net cash provided by investing activities was primarily due to $27.5 million in net cash assumed from the MiX Combination, partially offset by $10.5 million for the purchase of fixed assets and $4.7 million for capitalized software development costs.

Net cash used in investing activities for the nine months ended December 31, 2024 was $160.5 million, compared to net cash used in investing activities of $5.3 million for the same period in 2023 .

The net cash used by investing activities was primarily due to $137.1 million in acquisitions, net of cash assumed from the MiX Combination and FC acquisition, $16.6 million for the purchase of fixed assets and $7.3 million for capitalized software development costs.

The net cash used in investing activities of $5.3 million in the same period in 2023 was primarily for the purchase of fixed assets of $2.4 million and $2.9 million for capitalized software development costs.

Financing Activities

During the six months ended September 30, 2024 , net cash used in financing activities was $22.3 million, compared to a neutral position from financing activities for the same period in 2023 .

The cash used in financing activities was primarily due to the repayment of Series A Preferred Stock of $90.3 million following the MiX Combination, partially offset by $61.9 million received from the P rivate Placement , less costs, related to the FC Acquisition and $10.0 million received from s hort-term bank debt .

During the nine months ended December 31, 2024 , net cash provided by financing activities was $107.6 million, compared to $2.3 million net cash used in financing activities for the same period in 2023 .

The cash provided by financing activities was primarily due to proceeds from long-term debt of $125.0 million, less payment of debt costs of $1.4 million, $66.5 million received from the P rivate Placement related to the FC Acquisition, less costs, $11.9 million received from s hort-term bank debt, and $0.9 million proceeds from exercise of stock options, partially offset by the repayment of Series A Preferred Stock of $90.3 million following the MiX Combination, purchase of treasury stock upon vesting of restricted stock of $2.8 million, and r epayment of long-term debt of $2.1 million.

Off-Balance Sheet Arrangements

5 unchanged sentences

On April 2, 2024, we consummated the MiX Combination, pursuant to which MiX Telematics became our indirect, wholly owned subsidiary.

See Note 3, “Acquisition,” in Part I, Item 1, “Financial Statements (Unaudited)” for additional information.

On October 1, 2024, we consummated the FC Acquisition, pursuant to which Fleet Complete became our wholly owned subsidiary.

See Note 24, “Subsequent Events” in Part I, Item 1, “Financial Statements (Unaudited)” for additional information.

See Note 3, “Acquisition,” in Part I, Item 1, “Financial Statements (Unaudited)” for additional information.

Impact of Recently Issued Accounting Pronouncements

4 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis