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Specifically:
−Removed: Systems, the configuration of an automated control within the ERP system created a segregation of duties issue related to the processing of journal entries and the review of balance sheet reconciliations;
+Added: Systems, the configuration of an automated control within the Enterprise Resource Planning (“ERP”) system created a segregation of duties issue related to the processing of journal entries and the review of balance sheet reconciliations;
• At Pointer Mexico, the control deficiency related to the lack of workflow approval and sufficient documentation supporting the review of journal entries.
−Removed: In addition, as disclosed in Note 3, “Acquisition,” in Part I, Item 1, “Financial Statements (Unaudited),” we completed the FC Acquisition on October 1, 2024.
−Removed: We excluded Fleet Complete’s disclosure controls and procedures that are subsumed by their internal control over financial reporting from the scope of management’s assessment of the effectiveness of our disclosure controls and procedures.
−Removed: This exclusion is in accordance with the guidance issued by the SEC that an assessment of a recently acquired business’s internal control over financial reporting may be omitted from management’s assessment of internal control over financial reporting for one year following the business combination and/or acquisition.
−Removed: As a result of our integration efforts, certain controls will be evaluated and may be changed.
−Removed: Fleet Complete’s total revenues constituted approximately 27% of our consolidated revenues for the six months ended September 30, 2025.
−Removed: Fleet Complete’s total assets constituted approximately 23% of our consolidated total assets as of September 30, 2025.
−Removed: Despite the permitted exclusion of Fleet Complete from our assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2025, we identified a material weakness in controls over the financial close and reporting process.
+Added: In addition, we completed the FC Acquisition on October 1, 2024.
+Added: During the quarter ended December 31, 2025, Fleet Complete ’ s controls were included, for the first time, in management ’ s evaluation of the Company ’ s disclosure controls and procedures.
+Added: Management has completed an evaluation of the design of Fleet Complete’s controls, and testing of operating effectiveness is ongoing.
+Added: As previously disclosed in our Form 10-K we identified a material weakness in controls over the financial close and reporting process.
Specifically, there were insufficient effective controls in place to ensure the completeness and accuracy of Fleet Complete’s financial reporting information that is consolidated into Powerfleet’s financial statements.
−Removed: As of September 30, 2025, we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
−Removed: Due to the material weaknesses in internal control over financial reporting described above and previously disclosed in our Form 10-K, management concluded that our disclosure controls and procedures were not effective as of September 30, 2025.
−Removed: Notwithstanding the existence of these material weaknesses, management believes that the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 present, in all material aspects, our financial condition as reported, in conformity with U.S.
+Added: Remediation efforts remain in progress.
+Added: These remediation efforts include both system-enabled controls implemented through our standardized ERP platform and non-system-based controls, each designed to address the specific risks underlying the identified material weaknesses.
+Added: As of December 31, 2025, we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).
+Added: Due to the material weaknesses in internal control over financial reporting described above and previously disclosed in our Form 10-K, management concluded that our disclosure controls and procedures were not effective as of December 31, 2025.
+Added: Notwithstanding the existence of these material weaknesses, management believes that the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 present, in all material aspects, our financial condition as reported, in conformity with U.S.
As described in “Item 9A.
Controls and Procedures” in Part II of our Form 10-K, we started the implementation of the remediation plan to address the material weaknesses mentioned above.
+Added: The remediation activities are designed to address specific control deficiencies giving rise to the material weaknesses, including deficiencies related to segregation of duties, journal entry approval, documentation of review and financial close and reporting processes.
+Added: Certain remediation activities described below relate specifically to the integration of Fleet Complete’s operations into our internal control over financial reporting framework.
+Added: These activities are intended to remediate control deficiencies identified as a result of Fleet Complete’s inclusion in management’s assessment of internal control over financial reporting and are not indicative of the broad remediation of internal controls across all Company processes.
Management has completed, or is in the process of completing, the following remediation activities:
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Systems to prevent users from editing journal entries they did not create and to require a senior independent authorized individual to approve and post such journal entries.
−Removed: • Initiated plans to decommission the ERP system currently used by I.D.
−Removed: Systems in the third quarter of fiscal 2026, replacing it with a standardized ERP platform designated for use across the Company.
−Removed: • Designing and implementing workflow approval on critical transactions, such as manual journal entries for I.D.
−Removed: • Implementing controls that require documentation of independent reviews of manual journal entries at Pointer Mexico.
−Removed: • Designing and implementing controls over general information technology controls within the standardized ERP system related to user access and program change management over IT systems that support financial reporting processes at Fleet Complete.
−Removed: • Designing and implementing internal control over financial reporting for processes specific to Fleet Complete.
+Added: • During November 2025, implemented phase 1 of the standardized ERP platform designated for use across the Company for certain of its operations that were within the scope of the remediation plan.
+Added: The ERP implementation includes system-enforced workflow approvals for manual journal entries.
+Added: These controls were implemented for Fleet Complete, I.D.
+Added: Systems and certain other operations to address deficiencies identified upon integration or previously identified deficiencies that were remediated through the same control design.
+Added: • Implemented controls that require documentation of independent reviews of manual journal entries at Pointer Mexico to address the lack of sufficient review evidence identified in the material weakness.
+Added: • Designed and implemented general information technology controls within the standardized ERP system related to user access and program change management over IT systems to support the reliability of system-based financial reporting controls at Fleet Complete.
+Added: • Designing and implementing internal control over financial reporting for processes specific to Fleet Complete, including controls over the financial close and reporting process to address previously identified deficiencies related to completeness and accuracy of financial information consolidated into the Company’s financial statements.
Management will continue with the implementation of the remediation plan and will reassess and test the design and operating effectiveness of controls.
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Changes in internal control over financial reporting.
−Removed: During the quarter ended June 30, 2024, we completed the MiX Combination and during the quarter ended December 31, 2024, we completed the FC Acquisition.
−Removed: As part of our integration activities, we are continuing the implementation of a single ERP and subscription billing system across all Powerfleet operations.
−Removed: Furthermore, as part of our integration activities, we expect additional changes to the internal control over financial reporting as we continue with our integration activities, which include the evaluation, rationalization and standardization of internal control over financial reporting.
−Removed: While we believe the controls in the post-integration environment, supported by a uniform ERP system, will enhance the internal control environment, there are inherent risks associated with the integration and implementation of a new ERP system.
−Removed: We will continue to evaluate the processes and controls related to the integration and system implementation, as well as the assessment of the design adequacy and operating effectiveness of internal control over financial reporting throughout this fiscal year.
−Removed: Other than as described above under “Remediation,” the integration efforts and the implementation of the ERP system, there were no changes to our internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, during the three months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
+Added: Other than the first-time inclusion of Fleet Complete’s controls in our internal control over financial reporting and the implementation of our standardized ERP system within certain operations, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: The integration of Fleet Complete’s internal controls into our internal control framework during the quarter represents continued progress in previously disclosed integration activities.
+Added: These activities are intended to address specific control deficiencies underlying previously disclosed material weaknesses, rather than to broadly mitigate unrelated risks.
+Added: As part of these ongoing activities, we are continuing the phased implementation of a single ERP and subscription billing system across our operations.
+Added: We continue to evaluate and refine related processes and controls, including the assessment of the design adequacy and operating effectiveness of internal control over financial reporting, as implementation activities progress.
+Added: Other than the matters described above, including the remediation activities previously disclosed, there were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
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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.