What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-02-10 · 287 added, 419 removed, 639 unchanged (52% of the section changed)

5 unchanged sentences

March 31, 2025

December 31, 2024

June 30, 2025

Current assets:

1 unchanged sentence

Restricted cash 4,396 4,447

Accounts receivables, net of allowance for credit losses of $ 3,197 and $ 5,483 as of March 31, 2024 and December 31, 2024, respectively

Accounts receivables, net of allowance for credit losses of $ 4,057 and $ 8,437 as of March 31, 2025 and June 30, 2025, respectively

78,623 81,482

Inventory, net 18,350 23,892

Deferred costs - current 42 6

Prepaid expenses and other current assets 23,319 26,762

10 unchanged sentences

Short-term bank debt and current maturities of long-term debt $ 41,632 $ 37,426

Accounts payable and accrued expenses 34,008 86,481

Accounts payable

41,599 48,341

Accrued expenses and other current liabilities

45,327 48,755

Deferred revenue - current 17,375 17,116

9 unchanged sentences

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 December 31, 2024, respectively, at redemption value of $ 90,273 at March 31, 2024

STOCKHOLDERS’ EQUITY

3 unchanged sentences

authorized 175,000 shares, $ 0.01 par value;

38,709 and 134,556 s hares issued at March 31, 2024 and December 31, 2024, respectively;

shares outstanding, 37,212 and 132,493 at March 31, 2024 and December 31, 2024, respectively

135,379 and 135,506 shares issued at March 31, 2025 and June 30, 2025, respectively;

shares outstanding, 133,316 and 133,443 at March 31, 2025 and June 30, 2025, respectively

Additional paid-in capital 671,400 673,253

Accumulated deficit ( 205,783 ) ( 216,017 )

Accumulated other comprehensive loss ( 985 ) ( 7,578 )

Accumulated other comprehensive (loss) income

( 8,850 ) 13,669

Treasury stock;

1,497 and 2,063 common shares at cost at March 31, 2024 and December 31, 2024, respectively

2,063 and 2,063 common shares at cost at March 31, 2025 and June 30, 2025, respectively

( 11,518 ) ( 11,518 )

3 unchanged sentences

Total equity 446,742 460,880

Total liabilities, convertible redeemable preferred stock, and stockholders’ equity $ 308,680 $ 908,669

Total liabilities and stockholders’ equity

$ 910,071 $ 930,782

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

(In thousands, except per share data)

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

2024 2023 2024

Three Months Ended June 30,

Products $ 18,738 $ 17,657

13 unchanged sentences

Interest income 304 196

Interest expense ( 1,138 ) ( 7,942 ) ( 1,466 ) ( 14,675 )

Bargain purchase - Movingdots 1,517 — 1,800 —

Interest expense, net

( 2,691 ) ( 6,786 )

Other expense, net

1 unchanged sentence

Net loss before income taxes ( 21,246 ) ( 9,872 )

Income tax benefit/(expense)

Income tax expense

( 1,053 ) ( 362 )

2 unchanged sentences

Net loss ( 22,312 ) ( 10,234 )

Accretion of preferred stock ( 1,878 ) — ( 5,484 ) —

Preferred stock dividend ( 25 ) —

5 unchanged sentences

AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

Condensed Consolidated Statements of Comprehensive (Loss) Income

(In thousands)

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

2024 2023 2024

Three Months Ended June 30,

Net loss attributable to common stockholders $ ( 22,337 ) $ ( 10,234 )

Foreign currency translation adjustment 418 22,519

Total other comprehensive income/(loss)

Total other comprehensive income

Comprehensive (loss) income

$ ( 21,919 ) $ 12,285

Comprehensive loss $ ( 5,222 ) $ ( 20,563 ) $ ( 18,708 ) $ ( 45,166 )

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

(In thousands)

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income/(Loss) Treasury Stock Non-Controlling Interest Total Stockholder’s Equity

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income

Treasury Stock Non-Controlling Interest Total Stockholder’s Equity

Number of Shares Amount

12 unchanged sentences

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

Balance as of April 1, 2025

135,379 $ 1,343 $ 671,400 $ ( 205,783 ) $ ( 8,850 ) $ ( 11,518 ) $ 150 $ 446,742

Balance as of September 30, 2024 109,884 1,096 641,736 ( 178,996 ) ( 1,364 ) ( 11,518 ) 156 451,110

Net loss attributable to common stockholders — — — ( 10,234 ) — — — ( 10,234 )

Net income attributable to non-controlling interest — — — — — — ( 1 ) ( 1 )

Foreign currency translation adjustment — — — — 22,519 — — 22,519

Proceeds from private placement, net of costs to issue common stock

20,000 200 4,408 — — — — 4,608

Shares issued in connection with FC Acquisition

4,286 43 21,300 — — — — 21,343

Exercise of stock options

161 — 910 — — — — 910

Stock-based compensation

2 unchanged sentences

127 — — — — — — —

Balance as of December 31, 2024

134,556 1,339 669,492 ( 193,345 ) ( 7,578 ) ( 11,518 ) 151 458,541

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

Net loss attributable to common stockholders

— — ( 3,007 ) ( 3,503 ) — — — ( 6,510 )

Net income attributable to non-controlling interest

— — — — — — 32 32

Foreign currency translation adjustment — — — — 1,288 — 7 1,295

Issuance of restricted shares

28 2 ( 2 ) — — — — —

Forfeiture of restricted shares

( 11 ) ( 2 ) 2 — — — — —

Shares withheld pursuant to vesting of restricted stock

— — — — — ( 3 ) — ( 3 )

Stock-based compensation — — 1,123 — — — — 1,123

Balance as of December 31, 2023

Balance as of June 30, 2025

135,506 $ 1,343 $ 673,253 $ ( 216,017 ) $ 13,669 $ ( 11,518 ) $ 150 $ 460,880

4 unchanged sentences

(In thousands)

Nine Months Ended December 31,

Three Months Ended June 30,

Cash flows from operating activities

Net loss $ ( 22,312 ) $ ( 10,234 )

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

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

Non-controlling interest 13 —

Gain on bargain purchase ( 1,800 ) —

Inventory reserve 257 193

14 unchanged sentences

Deferred revenue ( 142 ) ( 420 )

Accounts payable and accrued expenses 4,765 ( 15,655 )

Accounts payable, accrued expenses and other current liabilities

Lease liabilities ( 927 ) ( 881 )

Accrued severance payable, net ( 2 ) 357

Net cash provided by/(used in) operating activities

Net cash (used in) provided by operating activities

( 7,615 ) 4,721

1 unchanged sentence

Acquisition, net of cash assumed

— ( 137,112 )

Proceeds from sale of fixed assets — 16

1 unchanged sentence

Capital expenditures ( 5,586 ) ( 8,114 )

Repayment of loan advanced to external parties — 294

Net cash used in investing activities

Net cash provided by (used in) investing activities

19,637 ( 11,822 )

3 unchanged sentences

Purchase of treasury stock upon vesting of restricted stock

( 97 ) ( 2,836 )

Repayment of financing lease

Payment of preferred stock dividend and redemption of preferred stock ( 90,298 ) —

Proceeds from private placement, net

Proceeds from long-term debt

Payment of long-term debt costs

Proceeds from exercise of stock options, net 36 912

Cash paid on dividends to affiliates ( 4 ) —

Net cash (used in)/provided by financing activities

Net cash used in financing activities

( 89,470 ) ( 6,769 )

18 unchanged sentences

Shares issued in connection with MiX Combination $ 362,005 $ —

Shares issued in connection with FC Acquisition

Value of licensed intellectual property acquired in connection with Movingdots acquisition

Preferred stock dividends paid in shares

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

December 31, 2024

June 30, 2025

In thousands (except per share data)

2 unchanged sentences

Powerfleet, Inc.

(the “Company” or “Powerfleet”) is a global leader of Artificial Intelligence-of-Things (“AIoT”) solutions providing valuable business intelligence for managing high-value enterprise assets that improve operational efficiencies.

(the “Company” or “Powerfleet”) is a global provider of Artificial Intelligence-of-Things (“AIoT”) 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.

Systems, Inc.

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 nine months ended December 31, 2024 include the financial results of MiX Telematics and its subsidiaries from the Implementation Date.

See Note 3 for additional information.

On October 1, 2024, the Company consummated the transactions contemplated by the Share Purchase Agreement, dated as of September 18, 2024 (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., a wholly owned subsidiary of the Company (the “Canadian SPV” and, together with the Company, the “Purchasers”), pursuant to which the Purchasers acquired all of the direct and indirect common shares in the capital of Golden Eagle Canada Holdings, Inc.

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, formerly 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 three months ended June 30, 2025 include the financial results of MiX Telematics and its subsidiaries.

On October 1, 2024 (the “FC Closing Date”), the Company consummated the transactions contemplated by the Share Purchase Agreement, dated as of September 18, 2024 (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., a wholly owned subsidiary of the Company (the “Canadian SPV” and, together with the Company, the “Purchasers”), pursuant to which 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.

2 unchanged sentences

As a result, Fleet Complete became an indirect, wholly owned subsidiary of the Company (the “FC Acquisition”).

The consolidated financial statements as of and for the three months ended December 31, 2024 include the financial results of Fleet Complete and its subsidiaries from October 1, 2024.

The consolidated financial statements as of and for the three months ended June 30, 2025 include the financial results of Fleet Complete and its subsidiaries.

See Note 3 for additional information.

6 unchanged sentences

GAAP for complete financial statements.

In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and 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 December 31, 2024, the consolidated results of its operations for the three- and nine-month periods ended December 31, 2023 and 2024, the consolidated change in stockholders’ equity for the three- and nine-month periods ended December 31, 2023 and 2024, and the consolidated cash flows for the nine-month periods ended December 31, 2023 and 2024.

The results of operations for the three- and nine-month periods ended December 31, 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”) resulted 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 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 December 31, 2024, the Company had cash and cash equivalents and restricted cash of $ 38,645 and working capital of $ 30,506 .

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 $ 38,645 as of December 31, 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 ( February 10, 2025) 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.

In the opinion of management, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and 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, 2025 and June 30, 2025, the consolidated results of its operations for the three-month periods ended June 30, 2024 and 2025, the consolidated change in stockholders’ equity for the three-month periods ended June 30, 2024 and 2025, and the consolidated cash flows for the three-month periods ended June 30, 2024 and 2025.

The results of operations for the three-month period ended June 30, 2025 are not necessarily indicative of the operating results for the full year.

These financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures for the fiscal year ended March 31, 2025 included in the Company’s Annual Report on Form 10-K for the year then ended .

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.

Such management estimates include, but are not limited 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, standalone selling prices (“SSP”), valuation of the derivative asset, and market-based stock-based compensation costs.

The preparation of condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

standalone selling prices (“SSP”), valuation of the derivative asset, and market-based stock-based compensation costs.

Actual results could differ materially from those estimates and assumptions made.

NOTE 3 - ACQUISITION

MiX Combination

On April 2, 2024, the Company consummated the MiX Combination, pursuant to which 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 Company’s board of directors is composed of directors with prior affiliation to the Company.

In addition the Company’s Chairperson continued in the role following the MiX Combination;

• Following the MiX Combination the majority of the senior management team, including the Chief Executive Officer, comprised the Company’s senior management team who were already operating in that capacity for the Company prior to the MiX Combination;

• 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;

• While no individual or organized group owns a large minority interest in the combined entity, the Company notes that the largest institutional investor following the MiX Combination is an investor of legacy Powerfleet.

Additionally, the Company also notes that, immediately following the closing of the MiX Combination, 30 % 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 % 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 AIoT 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;

• 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 estimated fair value of the consideration transferred for MiX Telematics was $ 369,823 as of the Implementation Date, which consisted of the following:

(in thousands, except for share price and exchange ratio) April 2,

Number of MiX Telematics ordinary shares outstanding 554,021

Exchange ratio 0.12762

Shares of Powerfleet common stock issued for MiX Telematics ordinary shares outstanding

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.

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.

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.

The preliminary allocation of purchase price was as follows (in thousands):

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 fair values of the assets acquired and liabilities assumed, including the identifiable assets acquired, have been 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 values, 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.

The initial accounting for the business combination is complete at the reporting date.

The fair values of the identifiable assets acquired and liabilities assumed are final and therefore, adjustments to them and the resulting goodwill will not occur in future.

Acquired Identifiable Intangible Assets

The following table sets forth the 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

Acquisition-Related Expenses

The Company expensed a total of $ 20,571 of acquisition-related costs in the consolidated statements of operations related to the MiX Combination, $ 128 of which was expensed in the three-month period ended December 31, 2024 and $ 14,771 of which was expensed in the nine-month period ended December 31, 2024.

Unaudited Pro Forma Financial Information

The business acquired in the MiX Combination contributed revenue of $ 42,818 and a net profit of $ 1,098 for the three-month period ended December 31, 2024 and revenue of $ 130,332 and a net loss of $ 3,827 for the nine-month period ended December 31, 2024.

FC Acquisition

On October 1, 2024 (the “FC Closing Date”), the Company consummated the FC Acquisition, pursuant to which Fleet Complete became an indirect, wholly owned subsidiary of the Company in exchange for payment by the Purchasers of an aggregate purchase price of $ 190,000 , subject to certain customary working capital and other adjustments as described in the Purchase Agreement (as adjusted, the “Purchase Price”).

On October 1, 2024, the Company consummated the FC Acquisition, pursuant to which Fleet Complete became an indirect, wholly owned subsidiary of the Company in exchange for payment by the Purchasers of an aggregate purchase price of $ 190,000 , subject to certain customary working capital and other adjustments as described in the Purchase Agreement (as adjusted, the “Purchase Price”).

The FC Acquisition met the criteria for a business combination to be accounted for using the acquisition method under ASC 805, Business Combinations, with the Company identified as the legal and the accounting acquirer.

The acquisition of Fleet Complete and its business will, among other things:

• strengthen Powerfleet’s North American presence and fuel top-line growth in key international markets, including Europe and Australia.

The integration of Fleet Complete’s high-velocity mid-market business with Powerfleet’s enterprise operations creates a balanced and resilient business model across regions, reducing risk and enhancing growth potential;

• open significant cross-selling opportunities through Fleet Complete’s well-established indirect channel relationships, especially with major United States and Canadian telecommunication carriers, offering considerable growth potential;

• strengthen Powerfleet’s strategic position as a leader in the AIoT SaaS market.

The increased scale solidifies Powerfleet’s enhanced competitive position relative to the other largest players in the industry.

The preliminary estimated fair value of the consideration transferred for the FC Acquisition was $ 189,950 as of the FC Closing Date, which consisted of the following:

The estimated fair value of the consideration transferred for the FC Acquisition was $ 189,950 as of the FC Closing Date, which consisted of the following:

(in thousands, except for share price)

4 unchanged sentences

Repayment of Fleet Complete’s existing debt

Total fair value of preliminary consideration 189,950

Total fair value of consideration

* Powerfleet’s closing share price on October 1, 2024.

$ 60,000 of the cash portion of the Purchase Price was funded by the Private Placement, as described below, and $ 125,000 of the cash portion of the Purchase Price was funded with a senior secured term loan facility provided by FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“RMB”), as described in Note 13 below.

Concurrently with the closing of the FC Acquisition, on October 1, 2024, the Company consummated a private placement contemplated by 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 issued to such Investors, an aggregate of 20,000 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”).

Concurrently with the closing of the FC Acquisition, on October 1, 2024, the Company consummated a private placement contemplated by the Subscription Agreement, dated as of September 18, 2024, 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 issued to such Investors, an aggregate of 20,000 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”).

$ 60,000 of such gross proceeds funded a portion of the Purchase Price with the remaining $ 10,000 in proceeds expected to be used by the Company for working capital and general corporate purposes.

$ 62,000 , net of costs, was received by September 30, 2024, with the remaining $ 8,000 , net of costs, received on October 1, 2024.

Preliminary Allocation of Purchase Price

Timing of the receipt of proceeds, gross of issuance costs, was $ 62,000 , by September 30, 2024, with the remaining $ 8,000 , net of costs, received on October 1, 2024.

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.

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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.

The preliminary allocation of purchase price was as follows (in thousands):

The allocation of purchase price was as follows (in thousands):

Assets acquired:

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Other long-term liabilities 405

Deferred tax liabilities

Total liabilities assumed $ 44,323

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Purchase price consideration $ 189,950

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 October 1, 2024 becomes available and final valuation and analysis are completed.

The above fair values of assets acquired and liabilities assumed are based on the information that was available as of the reporting date.

The Company’s allocation of the 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 October 1, 2024 becomes available and final valuation and analysis are completed.

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 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 Company used DCF analyses 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.

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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.

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 October 1, 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.

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).

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Acquisition-Related Expenses

The Company expensed a total of $ 5,299 of acquisition-related costs in the consolidated statements of operations related to the FC Acquisition, $ 4,032 of which was expensed in the three-month period ended December 31, 2024 and $ 5,299 of which was expensed in the nine-month period ended December 31, 2024.

The Company expensed a total of $ 1,130 of acquisition-related costs in the consolidated statements of operations related to the FC Acquisition for the three-month period ended June 30, 2025.

Unaudited Pro Forma Financial Information

If the business acquired in the FC Acquisition was acquired on April 1, 2024, it would have contributed revenue of $ 29,937 and a net profit of $ 838 for the three-month period ended December 31, 2024 and revenue of $ 90,318 and a net loss of $ 20,597 for the nine-month period ended December 31, 2024.

If the business acquired in the FC Acquisition was acquired on April 1, 2024, it would have contributed revenue of $ 30,650 and a net loss of $ 5,254 for the three-month period ended June 30, 2024, of which $ 3,021 related to the amortization of acquired identifiable intangible assets.

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 RMB deposited in escrow

for the MiX Combination and cash of $ 310 held in escrow for purchases from a vendor.

Restricted cash at December 31, 2024 consists of cash of $ 3,855 held in escrow related to the FC Acquisition to secure purchase price adjustment payment obligations under the Purchase Agreement and certain tax liabilities, cash of $ 310 held in escrow for purchases from a vendor, cash of $ 794 held by MiX Telematics Enterprise BEE Trust (a VIE which is consolidated) to be used solely for the benefit of its beneficiaries and c ash securing guarantees of $ 51 issued in respect of property lease agreements entered into by MiX Telematics Australasia.

The Company’s cash and cash equivalent balances exceed Federal Deposit Insurance Corporation and other local jurisdictional limits.

Restricted cash at March 31, 2025 consisted of escrow amounts of $ 3,336 held in escrow related to the FC Acquisition to secure certain tax liabilities, cash of $ 311 held in escrow for purchases from a vendor, cash of $ 698 held by MiX Telematics Enterprise BEE Trust to be used solely for the benefit of its beneficiaries and cash securing guarantees of $ 51 issued in respect of property lease agreements entered into by MiX Telematics Australasia.

Restricted cash at June 30, 2025 consisted of cash of $ 3,336 held in escrow related to the FC

Acquisition to secure certain tax liabilities, cash of $ 312 held in escrow for purchases from a vendor, cash of $ 744 held by MiX Telematics Enterprise BEE Trust to be used solely for the benefit of its beneficiaries and c ash securing guarantees of $ 55 issued in respect of property lease agreements entered into by MiX Telematics Australasia.

NOTE 5 - REVENUE RECOGNITION

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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.

Payment terms are generally 30 days after the invoice date.

The Company recognizes revenue for remotely hosted SaaS agreements and post-contract maintenance and support agreements beyond our 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.

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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 nine months ended December 31, 2023 and 2024 (in thousands):

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

2023 2024 2023 2024

The following table presents the Company’s revenues disaggregated by revenue source for the three months ended June 30, 2024 and 2025 (in thousands):

Three Months Ended June 30,

Products $ 18,738 $ 17,657

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$ 75,430 $ 104,121

The balances of contract assets and contract liabilities from contracts with customers are as follows as of March 31, 2024 and December 31, 2024 (in thousands):

March 31, 2024 December 31, 2024

The balances of contract assets and contract liabilities from contracts with customers are as follows as of March 31, 2025 and June 30, 2025 (in thousands):

March 31, 2025 June 30, 2025

Contract Assets:

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Deferred revenue – current ( 17,375 ) ( 17,116 )

Deferred revenue – less current portion $ 4,892 $ 3,949

(1) Deferred Contract costs are included in Other assets on the condensed consolidated balance sheets.

Deferred revenue – long term

$ 5,197 $ 5,133

(1) Deferred contract costs are included in Other assets on the condensed consolidated balance sheet.

(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 December 31, 2023 and 2024, the Company recognized revenue of $ 914 and $ 5,605 , respectively, which was included in the deferred revenue balance at the beginning of each reporting period.

For the nine-month periods ended December 31, 2023 and 2024, the Company recognized revenue of $ 3,832 an d $ 9,863 , respectively, which was included in the deferred revenue balance at the beginning of each reporting period.

For the year ended March 31, 2025 and the three-month period ended June 30, 2025, the Company recognized revenue of $ 4,666 and $ 5,468 , respectively, which was 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.

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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.

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 December 31, 2023 and 2024 is as follows (in thousands):

Nine Months Ended December 31,

An analysis of the allowance for credit losses for the periods ended June 30, 2024 and 2025 is as follows (in thousands):

Three Months Ended June 30,

Allowance for credit losses, March 31 $ 3,197 $ 4,057

Adjustment for adoption of ASU 2016-13

Current period provision for expected credit losses 1,993 5,388

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Foreign currency translation 46 626

Allowance for credit losses, December 31

Allowance for credit losses, June 30

$ 3,727 $ 8,437

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Prepaid expenses and other current assets comprise the following (in thousands):

2024 December 31,

2025 June 30,

Sales-type lease receivables, current $ 1,062 $ 1,020

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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 $ 758 at December 31, 2024.

Inventories consist of the following (in thousands):

2024 December 31,

2025 June 30,

Components $ 11,859 $ 12,058

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Fixed assets are stated at cost, less accumulated depreciation and amortization, and are summarized as follows (in thousands):

2024 December 31,

2025 June 30,

Installed and uninstalled products $ 61,564 $ 70,278

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$ 58,011 $ 62,712

Depreciation and amortization expense for the three- and nine-month periods ended December 31, 2023 was $ 1,200 and $ 2,838 , respectively, and for the three- and nine-month periods ended December 31, 2024 was $ 4,586 and $ 14,653 , respectively.

Depreciation and amortization expense for the three-month periods ended June 30, 2024 and June 30, 2025 was $ 4,749 and $ 6,172 , respectively .

NOTE 10 - INTANGIBLE ASSETS AND GOODWILL

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The amortization of these costs is included in cost of revenue over the estimated life of the products.

The following table summarizes identifiable intangible assets of the Company as of March 31, 2024 and December 31, 2024 (in thousands):

December 31, 2024 Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount

The following table summarizes identifiable intangible assets of the Company as of March 31, 2025 and June 30, 2025 (in thousands):

June 30, 2025 Useful Lives

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Definite-lived:

Customer relationships 9 - 13

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325,048 ( 61,468 ) 263,580

Indefinite-lived:

Customer list 104 — 104

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Total $ 325,213 $ ( 61,468 ) $ 263,745

March 31, 2024 Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount

March 31, 2025 Useful Lives

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Definite-lived:

Customer relationships 9 - 13

4 unchanged sentences

628 ( 553 ) 75

Technology 5 - 7

74,050 ( 21,705 ) 52,345

2 unchanged sentences

310,593 ( 52,176 ) 258,417

Indefinite-lived:

Customer list 104 — 104

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Total $ 310,758 $ ( 52,176 ) $ 258,582

At December 31, 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 , 4.7 , and 5.0 years, res pectively.

Amortization expense for the three- and nine-month periods ended December 31, 2023 was $ 1,148 and $ 4,317 , respectively, and for the three- and nine-month periods ended December 31, 2024 was $ 8,966 and $ 18,389 , respectively.

The weighted-average amortization periods for customer relationships, trademarks and tradenames, patents, technology, and capitalized software to be sold or leased for June 30, 2025 were 11.5 , 10.6 , 6.8 , 4.2 , and 4.1 years and for March 31, 2025 were 11.7 , 10.8 , 7.0 , 4.4 , and 4.3 years .

Amortization expense for the three-month periods ended June 30, 2024 and 2025 was $ 5,586 and $ 9,859 , respectively .

Estimated future amortization expense for each of the five succeeding fiscal years for these intangible assets is as follows:

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Thereafter 103,935

Refer to Note 3 for the change in the carrying amount of goodwill from April 1, 2024 to December 31, 2024 as a result of the MiX Combination and FC Acquisition.

For the nine-month period ended December 31, 2024, the Company did not identify any indicators of impairment.

Reconciliation of Total Goodwill

The following table is a reconciliation of the carrying amount of goodwill as of March 31, 2025 and June 30, 2025 (in thousands):

2025 June 30,

Opening balance

$ 83,487 $ 383,146

Businesses acquired

MiX Combination

FC Acquisition

Foreign currency translation difference

Closing balance

$ 383,146 $ 394,668

For the three-month period ended June 30, 2025, 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 periods ended September 30, 2024 and December 31, 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 nine-month period ended December 31, 2024:

Options Weighted-

Exercise Price Weighted Average Contractual Remaining Term (years) Aggregate Intrinsic Values (in thousands)

During the three-month period ended June 30, 2025, the Company did not grant any market-based stock options.

The following table summarizes the activity relating to the Company’s market-based stock options for the three-month period ended June 30, 2025:

(in thousands)

Exercise Price

Weighted Average Contractual Remaining Term (years) Aggregate Intrinsic Values (in thousands)

Outstanding as of April 1, 2025

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Forfeited ( 25 ) 3.13 — —

Outstanding as of December 31, 2024

Outstanding as of June 30, 2025

5,175 13.91 6.70 $ 1,251

Vested as of December 31, 2024

The following table summarizes the activity relating to the Company’s stock options, excluding the market-based stock options, for the nine-month period ended December 31, 2024:

Options Weighted-

Exercise Price Weighted Average Contractual Remaining Term (years) Aggregate Intrinsic Values (in thousands)

Vested as of June 30, 2025

During the three-month period ended June 30, 2025, the Company did no t grant any options to purchase shares of common stock with time-based vesting conditions.

The following table summarizes the activity relating to the Company’s stock options, excluding the market-based stock options, for the three-month period ended June 30, 2025:

(in thousands)

Exercise Price

Weighted Average Contractual Remaining Term (years) Aggregate Intrinsic Values (in thousands)

Outstanding as of April 1, 2025

3 unchanged sentences

Forfeited ( 7 ) 5.98 — —

Outstanding as of December 31, 2024

Outstanding as of June 30, 2025

1,883 4.50 6.54 $ 642

Vested as of December 31, 2024

Vested as of June 30, 2025

1,658 4.53 6.21 $ 642

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:

December 31, 2023 December 31, 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 $ 728 and $ 2,094 for the three- and nine-month periods ended December 31, 2023, respectively, and $ 479 and $ 2,884 for the three- and nine-month periods ended December 31, 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 nine-month periods ended December 31, 2023 and 2024 was $ 391 and $ 1,652 , respectively.

There were no option exercises that occurred during the nine-month periods ended December 31, 2023 and 2024.

As of December 31, 2024, there was $ 782 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.

The Company recorded stock-based compensation expense of $ 1,817 and $ 447 for the three-month periods ended June 30, 2024, and 2025, respectively, in connection with awards made under the stock option plans, including market-based and time-based options.

The decrease in the recognized expense is because the prior year included 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 fair value of options vested during the three-month periods ended June 30, 2024 and 2025 was $ 1,457 and $ 100 , respectively.

There were no option exercises that occurred during the three-month periods ended June 30, 2024 and 2025.

As of June 30, 2025, there was $ 583 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 0.84 years.

As of December 31, 2024, there was $ 2,644 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.

As of June 30, 2025, there was $ 1,795 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 1.67 years.

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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 nine-month period ended December 31, 2024 is as follows:

During the three-month period ended June 30, 2025, the Company granted 373 restricted shares of common stock to the Company’s senior management team, which vest in equal installments over a three-year period, provided that they remain employed by the Company on each scheduled vesting date.

Grant date for these awards was determined to be April 23, 2025.

The Company granted an additional 11 restricted shares of common stock, which vest in equal installments over a twelve month period, provided that they remain employed by the Company on the scheduled vesting date.

During the three-month period ended June 30, 2025, the Company granted 1,475 restricted performance shares of common stock to the Company’s executive officers and senior management team, which vest if specified performance targets are achieved and provided that they remained employed by the Company on the scheduled vesting date.

Grant date for these awards was determined to be April 23, 2025.

A summary of all unvested restricted stock for the three-month period ended June 30, 2025 is as follows:

Time Based Restricted Shares

Market Based Restricted Shares

Performance Based Restricted Shares

Unvested Shares

(in thousands)

Weighted- Average

Grant Date Fair Value

Unvested Shares

(in thousands)

Weighted- Average

Grant Date Fair Value

Unvested Shares

(in thousands)

Weighted- Average

Grant Date Fair Value

Unvested, March 31, 2025

732 5.31 938 5.35 — —

Granted 384 4.77 — — 1,475 4.75

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Forfeited or expired — — — — — —

Unvested, December 31, 2024

The Company recorded stock-based compensation expenses of $ 395 and $ 982 for the three- and nine-month periods ended December 31, 2023, respectively, and $ 74 and $ 3,240 for the three- and nine-month periods ended December 31, 2024, respectively, in connection with restricted stock grants.

As of December 31, 2024, there was $ 109 of total unrecognized compensation cost related to unvested shares.

That cost is expected to be recognized over a weighted-average period of 0.37 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.

Unvested, June 30, 2025

1,062 5.31 938 5.35 1,475 4.75

The Company recorded stock-based compensation expenses of $ 3,095 and $ 820 for the three-month periods ended June 30, 2024 and 2025, respectively, in connection with restricted stock grants.

As of June 30, 2025, there was $ 9,207 of total unrecognized compensation cost related to unvested shares.

[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 nine-month periods ended December 31, 2024 was $ 637 and $ 2,289 , respectively.

The following table summarizes the activities for the outstanding SARs:

Number of SARs Weighted-

Exercise Price Weighted Average Contractual Remaining Term (years) Aggregate Intrinsic Values (in thousands)

The following table summarizes the activity relating to the Company's stock appreciation rights ("SARs") for the three-month period ended June 30, 2025:

Number of SARs

(in thousands)

Exercise Price

Weighted Average Contractual Remaining Term (years) Aggregate Intrinsic Values (in thousands)

Outstanding as of April 1, 2025

Acquired through MiX Combination 5,740 2.61

Exercised ( 243 ) 2.79

Forfeited ( 197 ) 2.25

Outstanding as of December 31, 2024

Outstanding as of June 30, 2025

2,798 2.43 2.85

Vested as of December 31, 2024

Vested as of June 30, 2025

1,039 2.63 1.94 $ 1,748

As of December 31, 2024, there was $ 6,211 of unrecognized compensation cost related to unvested SARs.

The total stock-based compensation expense recognized during the three-month periods ended June 30, 2024, and 2025 was $ 1,016 and $ 361 , respectively.

As of June 30, 2025, there was $ 3,595 of unrecognized compensation cost related to unvested SARs.

This amount is expected to be recognized over a weighted-average period of 2.45 years.

[D] Warrants:

On April 21, 2025, the Company issued to Private Capital Management Holdings, L.P., an affiliate of Private Capital Management, LLC (“PCM”), a warrant to purchase 130,275 shares of common stock in lieu of granting certain equity compensation to Andrew Martin, one of the Company's directors and a partner and member of the investment research team at PCM.

The warrants become exercisable in 10 equal installments on the last day of each quarter starting June 30, 2024.

The fair value of each warrant on grant date is estimated using the Black-Scholes option-pricing model reflecting the following assumptions:

Expected volatility 7.0 %

Expected life of warrants

Risk free interest rate 0.4 %

Dividend yield —

Fair value of warrants granted during the quarter

The total stock-based compensation expense recognized during the three-month period ended June 30, 2025 was $ 226 .

As of June 30, 2025, there was $ 138 of unrecognized compensation cost related to unvested warrants.

This amount is expected to be recognized over a weighted-average period of 1.25 years.

NOTE 12 - NET LOSS PER SHARE

Net loss per share for the three- and nine-month periods ended December 31, 2023 and 2024 are as follows:

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

2023 2024 2023 2024

Net loss per share for the three-month periods ended June 30, 2024 and 2025 are as follows:

Three Months Ended June 30,

Basic and diluted loss per share

10 unchanged sentences

NOTE 13 - SHORT-TERM BANK DEBT AND LONG-TERM DEBT

2024 December 31,

Short-term bank debt $ 36,788 $ 31,947

2 unchanged sentences

Short-Term Bank Debt

As of December 31, 2024, short-term debt comprised $ 30,180 of borrowing facilities and $ 232 of book overdrafts .

As of June 30, 2025, short-term debt comprised $ 31,935 of borrowing facilities and $ 12 of book overdrafts .

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 $ 18,673 as at December 31, 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.

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 $ 19,644 as of June 30, 2025 ) (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, 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).

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

As of June 30, 2025, $ 16,579 of the RMB General Facility was utilized.

Hapoalim Debt

As of December 31, 2024, Powerfleet Israel Ltd.

As of June 30, 2025, Powerfleet Israel Ltd.

(“Powerfleet Israel”) had utilized approximately $ 15,356 under the Hapoalim Revolving Facilities, which are described below .

2 unchanged sentences

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”).

(“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.

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On December 30, 2024, the Borrowers entered into an amendment to the A&R Credit Agreement, which increases the principal amount available under Hapoalim Facility D from $ 10,000 to $ 20,000 and provides that the total principal amount of Hapoalim Facility D may be distributed to the Company or any of its subsidiaries by no later than December 31, 2025, subject to certain terms and conditions of the A&R Credit Agreement.

As of December 31, 2024, Pointer had utilized $ 14,236 under the Hapoalim Revolving Facilities.

The available undrawn facility balance at December 31, 2024 was $ 15,764 .

As of June 30, 2025, Pointer had utilized $ 15,356 under the Hapoalim Revolving Facilities.

The available undrawn facility balance at June 30, 2025 was $ 14,644 .

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 December 31, 2024 was 6 % .

Hapoalim’s prime rate at June 30, 2025 was 6 % .

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

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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.

The Hapoalim Revolving Facilities mature on February 27, 2026.

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.

1 unchanged sentence

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 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 total 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 December 31, 2024.

The financial covenants have been met for the quarter ending June 30, 2025.

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.

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The proceeds of the Hapoalim Term Facilities ($ 40,000 ), less the prepayment of the term loans under the Prior Credit Facility (approximately $ 11,200 ), amounting to approximately $ 28,800 , has been recognized as an increase in the carrying value of the prior term loans that was recognized previously.

For the three- and nine-month periods ended December 31, 2023, the Company recorded $ 26 and $ 90 , respectively, of additional deferred costs to the original debt issuance costs and the refinancing fee paid to Hapoalim.

For the three-month period ended December 31, 2024, the Company recorded $ 22 of amortization of the original debt issuance costs and the refinancing fee paid to Hapoalim.

For the nine-month period ended December 31, 2024, the Company recorded a cost of $ 7 net of additional deferred costs and credit to the original debt issuance costs and amortization of the original debt issuance costs.

The Company recorded charges of $ 127 and $ 412 to interest expense on its consolidated statements of operations for the three- and nine-month periods ended December 31, 2023, respectively, and $ 592 and $ 1,838 for the three- and nine-month periods ended December 31, 2024, respectively, related to interest expense associated with the Hapoalim debt.

For the three-months ended June 30, 2024, the Company recorded $ 30 of amortization of the original debt issuance costs and the refinancing fee paid to Hapoalim.

For the three-month period ended June 30, 2025, the Company recorded $ 15 of additional deferred costs to the original debt issuance costs and the refinancing fee paid to Hapoalim.

The Company recorded charges of $ 655 and $ 624 to interest expense on its Consolidated Statement of Operations for the three-month periods ended June 30, 2024 and 2025 , respectively, related to interest expense associated with the Hapoalim 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 Company drew down $ 85,000 in cash under the RMB Facilities on March 13, 2024, the proceeds of which were used to redeem all the then-outstanding shares of the Company’s Series A convertible preferred stock (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, Inc (“I.D.

Systems”), Movingdots GmbH (“Movingdots”) and Powerfleet Inc.

(“Powerfleet”), and there is a security agreement over the shares in Main Street 2000 Proprietary Limited (“MS2000”), I.D.

Systems, and Movingdots.

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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 December 31, 2024:

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 June 30, 2025:

Facility A Facility B

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Credit rating B B

Risk free rate SOFR spot rate

SOFR spot rate

As of March 31, 2024 and December 31, 2024, the Secured Overnight Financing Rate ( SOFR ) spot rate was 5.34 % and 4.49 %, respectively .

Risk free rate US Treasury rate

US Treasury rate

As of March 31, 2025 , the Secured Overnight Financing Rate ( SOFR ) spot rate was 4.41 % and, as of June 30, 2025, the US Treasury rate was 3.70 % .

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 .

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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 $ 86 , while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 88 .

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 $ 148 , while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 187 .

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, $ 795 and $ 1,906 for RMB Facility A and RMB Facility B, respectively, as of December 31, 2024.

For the Prepayme nt Derivative asset in RMB Facility A, a change of -10% in credit spread volatility would result in no change in the derivative asset, while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 114 .

For the Prepayment Derivative asset in RMB Facility B, a change of -10% in credit spread volatility would result in no change in the derivative asset, while a change of +10% in credit spread volatility would result in an increase in the derivative asset of $ 110 .

The Prepayment Derivative assets are included in Other assets and their fair values were $ 850 and $ 1,880 for RMB Facility A and RMB Facility B, respectively, as of March 31, 2025 and, $ 634 and $ 1,992 for RMB Facility A and RMB Facility B, respectively, as of June 30, 2025.

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 nine-month periods ended December 31, 2024, the Company recorded $ 33 and $ 179 , respectively, of amortization of the original debt issuance costs and the refinancing fee to RMB.

For the three- and nine-month periods ended December 31, 2024, the Company recorded interest expense of $ 1,920 and $ 5,710 , respectively.

For the three-month period ended June 30, 2025, the Company recorded $ 72 of amortization of the original debt issuance costs and the refinancing fee to RMB.

For the three-month period ended June 30, 2025, the Company recorded interest expense of $ 1,920 .

RMB Term Facility

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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.

Systems, Movingdots and Powerfleet Canada Holdings Inc.

The New RMB Term Facility is secured by a first priority security interest over the entire share capital of I.D.

10 unchanged sentences

The New RMB Term Facility bears interest at 5 % per annum (provided no event of default is continuing), plus the applicable term SOFR reference rate (or an interpolated rate if SOFR is unavailable), payable quarterly in arrears on March 31, June 30, September 30, and December 31 each year, and on October 31, 2029.

The stated interest rate at December 31, 2024 was 9.59 %.

The stated interest rate at June 30, 2025 was 9.45 %.

The Company paid a non-refundable deal structuring fee of $ 1,250 to RMB on October 1, 2024.

Total debt issuance costs, including the $ 1,250 non-refundable deal structuring fee to RMB, of approximately $ 1,433 were incurred.

For the three- and nine-month periods ended December 31, 2024, the Company recorded $ 56 and $ 56 , respectively of amortization of these costs.

For the three- and nine-month periods ended December 31, 2024, the Company recorded $ 3,031 and $ 3,031 , respectively, of interest expense.

For the three-month period ended June 30, 2025, the Company recorded $ 58 of amortization of these costs.

For the three-month period ended June 30, 2025, the Company recorded $ 2,938 of interest expense.

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.

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The occurrence of any event of default under the Facility Agreement may result in all outstanding indebtedness under the RMB Term Facility becoming immediately due and payable.

Scheduled contractual maturities of the long-term debt as of December 31, 2024 are as follows:

Scheduled contractual maturities of the long-term debt as of June 30, 2025 are as follows (in thousands):

2026 (remaining)

Current portion ( 5,479 )

Less debt costs and prepayment

Debt costs and prepayment

Total $ 232,954

NOTE 14 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following (in thousands):

2024 December 31,

Accounts payable $ 20,025 $ 41,916

NOTE 14 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):

Accrued warranty $ 1,479 $ 1,373

3 unchanged sentences

$ 45,327 $ 48,755

The following table summarizes warranty activity for the nine months ended December 31, 2023 and 2024 (in thousands):

Nine Months Ended December 31,

The following table summarizes warranty activity for the three months ended June 30, 2024 and 2025 (in thousands):

Three Months Ended June 30,

Accrued warranty reserve, beginning of year $ 2,926 $ 3,618

2 unchanged sentences

Expiration of warranties (over warranty accrual)

( 110 ) ( 127 )

Acquired through MiX Combination and FC Acquisition

Acquired through MiX Combination

Foreign currency translation difference — 66

1 unchanged sentence

$ 3,434 $ 3,507

(1) Includes non-current accrued warranty included in other long-term liabilities at December 31, 2023 and 2024 of $ 1,688 and $ 2,175 , respectively.

(1) Includes non-current accrued warranty included in other long-term liabilities at June 30, 2024 and 2025 of $ 1,884 and $ 2,134 , 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.

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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.

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 nine-month periods ended December 31, 2023, the Company paid dividends in amounts equal to $ 1,129 and $ 3,385 , respectively, to the holders of the Series A Preferred Stock, and $ 25 during the nine-month period ended December 31, 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.

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 nine-month period ended December 31, 2024 are as follows (in thousands):

Foreign currency translation adjustment Accumulated other comprehensive loss

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-month period ended June 30, 2024 the Company paid $ 25 in dividends to the holders of the Series A Preferred Stock, which included d ividends for the period ended March 31, 2024, plus accrued dividends through April 2, 2024.

NOTE 16 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

The accumulated balances for each classification of other comprehensive income for the three-month period ended June 30, 2025 are as follows (in thousands):

Foreign currency translation adjustment Accumulated other comprehensive (loss) income

Balance at April 1, 2025

$ ( 8,850 ) $ ( 8,850 )

Net current period change ( 6,593 ) ( 6,593 )

Balance at December 31, 2024

Current period change

22,519 22,519

The accumulated balances for each classification of other comprehensive loss for the nine-month period ended December 31, 2023 are as follows (in thousands):

Balance at June 30, 2025

$ 13,669 $ 13,669

The accumulated balances for each classification of other comprehensive loss for the three-month period ended June 30, 2024 are as follows (in thousands):

Foreign currency translation adjustment Accumulated other comprehensive loss

1 unchanged sentence

$ ( 985 ) $ ( 985 )

Net current period change 482 482

Balance at December 31, 2023

Current period change

Balance at June 30, 2024

$ ( 567 ) $ ( 567 )

1 unchanged sentence

The Company operates in one reportable segment, wireless AIoT asset management.

The following table summarizes revenues by geographic region (in thousands):

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

The Company has a single operating and reportable segment.

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis.

The CODM makes operating decisions, assesses financial performance, and allocates resources based on consolidated net loss attributable to common stockholders as reported on the Company’s Consolidated Statement of Operations.

The Company derives its revenue from the sale of systems and products and from customer SaaS and hosting infrastructure fees.

The measure of segment assets is reported on the Consolidated Balance Sheet as net fixed assets.

The following table summarizes the revenues and significant expenses and regularly provided to the CODM (in thousands):

Three Months Ended June 30,

Total revenues $ 75,430 $ 104,121

Total cost of revenues 35,782 47,640

Selling and marketing expenses 9,312 17,597

General and administrative expenses 42,810 33,275

Development costs incurred 5,213 8,559

Development costs capitalized ( 2,112 ) ( 3,702 )

Depreciation and amortization 2,660 2,790

Interest income 304 196

Interest expense, net ( 2,691 ) ( 6,786 )

Other expense, net

( 624 ) ( 1,243 )

Income tax expense ( 1,053 ) ( 362 )

Net loss before non-controlling interest ( 22,299 ) ( 10,234 )

Non-controlling interest ( 13 ) —

Preferred stock dividend ( 25 ) —

Net loss attributable to common stockholders $ ( 22,337 ) $ ( 10,234 )

The following table summarizes revenues by geographic region (in thousands):

Three Months Ended June 30,

North America $ 21,392 $ 37,425

2 unchanged sentences

Europe and Middle East 7,837 12,352

— 9,290 — 20,851

Other 5,081 4,969

$ 75,430 $ 104,121

2024 December 31,

Long lived assets by geographic region:

The following table summarizes long-lived assets by geographic region (in thousands):

North America $ 13,051 $ 14,791

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

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

2023 2024 2023 2024

Three Months Ended June 30,

Domestic pre-tax book loss $ ( 16,475 ) $ ( 10,345 )

Foreign pre-tax book income (expense) 1,352 ( 3,998 ) 9,449 ( 3,260 )

Foreign pre-tax book (expense) income

( 4,771 ) 473

Total loss before income taxes ( 21,246 ) ( 9,872 )

Income tax benefit (expense) 92 ( 3,513 ) ( 197 ) ( 4,821 )

Income tax expense

( 1,053 ) ( 362 )

Net loss before non-controlling interest

1 unchanged sentence

Effective tax rate ( 4.96 ) % ( 3.67 ) %

For the three- and nine-month periods ended December 31, 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.

For the three-month periods ended June 30, 2024 and 2025, 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

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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.

The Company’s leases have remaining lease terms ranging from approximately 1 to 10 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.

8 unchanged sentences

The components of lease cost are as follows (in thousands):

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

2023 2024 2023 2024

Three Months Ended June 30,

Short-term lease cost $ 207 $ 419

Supplemental cash flow information and non-cash activity related to the Company’s operating leases are as follows (in thousands):

Nine Months Ended December 31,

Three Months Ended June 30,

Non-cash activity:

Right-of-use assets obtained in exchange for lease obligations $ 490 $ 200

Reduction of right-of-use assets due to MiX Combination (1)

$ — $ ( 952 )

(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:

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(1) Including expected renewals where appropriate.

Scheduled maturities of operating lease liabilities outstanding as of December 31, 2024 are as follows (in thousands):

January 2025 - March 2025

Scheduled maturities of operating lease liabilities outstanding as of June 30, 2025 are as follows (in thousands):

July 2025 - March 2026

Thereafter 1,989

3 unchanged sentences

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 finance lease 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 carrying value of cash and cash equivalents, restricted cash, 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 borrower s.

1 unchanged sentence

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 December 31, 2024

Carrying Amount Fair Value Carrying Amount Fair Value

There were no transfers between Level 1 or Level 2, or transfers in or out of Level 3, of the fair value hierarchy during the year ended March 31, 2025 and the three months ended June 30, 2025.

As of June 30, 2025

Carrying Amount Total Fair Value

Loans to external parties $ 201 $ 200 $ — $ — $ 200

1 unchanged sentence

Prepayment derivative $ 2,626 $ 2,626 $ — $ — $ 2,626

As of March 31, 2025

Carrying Amount Total Fair Value

Loans to external parties $ 194 $ 194 $ — $ — $ 194

Debt $ 273,792 $ 275,179 $ — $ 275,179 $ —

Prepayment derivative $ 2,730 $ 2,730 $ — $ — $ 2,730

NOTE 21 - CONCENTRATION OF CUSTOMERS

For the three- and nine-month periods ended December 31, 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.

For the three-month periods ended June 30, 2024 and 2025, 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

2 unchanged sentences

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 $ 171 plus $ 946 of interest and penalty, totaling $ 1,347 as of March 31, 2024 and $ 1,117 as of December 31, 2024.

The Company is vigorously defe nding 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 $ 6,405 as of December 31, 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.

In July 2015, Pointer do Brasil Comercial Ltda.

(“Pointer Brazil”) received a tax deficiency notice alleging that the services provided by Pointer Brazil should be classified as “telecommunication services” and therefore Pointer Brazil should be subject to the state value-added tax.

The aggregate amount claimed to be owed under the notice was approximately $ 5,493 as of June 30, 2025.

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 regard 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 $ 197 .

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 m ade any provision.

In April 2025, the Company obtained a tax certificate indicating that the claim is under discussion and should not be recognized as a liability to the Company.

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

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.

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 December 31, 2024 was $ 841 and $ 661 , respectively.

The maximum potential liability under the arrangement as of March 31, 2025 and June 30, 2025 was $ 609 and $ 565 , respectively.

No loss is consider ed probable under this arrangement.

1 unchanged sentence

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.

Fleet Connect made a settlement demand of $ 3.45 million, however the Company has not yet responded to the demand.

In addition, on February 11, 2025, Fleet Connect filed a second lawsuit against the Company in the United States District Court of the Eastern District of Texas.

The Company then filed a similar motion under Section 101 challenging the validity of some of the patents involved in this lawsuit as well.

The Company entered into an agreement with the company who is negotiating a license from Fleet Connect for a number of other infringers.

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.

1 unchanged sentence

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.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

The Company is evaluating the effect of adopting ASU 2023-09.

2 unchanged sentences

Disaggregation of Income Statement Expenses ” (“ASU 2024-03”), which requires disclosure in a tabular format, on an annual and interim basis, purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses.

The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, on a retrospective or prospective basis .

The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements