Exhibit 99.1

Powerfleet Reports Second Quarter 2025 Financial Results

Q2 FY25 revenue up 7%, to $77.0 million, and Adjusted EBITDA up +41%, to $14.5 million year-over-year, demonstrating continued strong execution of the immediate business objectives post-MiX combination.

First half FY25 results exceeded expectations with revenue up 9%, to $152.4 million and Adjusted EBITDA up 46% year-over -year, to $28.2 million.

50% of the planned two-year annualized cost synergy target of $27 million secured within 6 months of the close of the MiX combination.

WOODCLIFF LAKE, NJ – November 12, 2024 – Powerfleet, Inc. (Nasdaq: AIOT) reported its financial results for the second quarter ended September 30, 2024. This marks the second full quarter following the closing of the business combination with MiX Telematics Ltd. with the prior year comparison numbers adjusted to reflect the pro forma financial performance of the combined businesses.

SECOND QUARTER 2025 FINANCIAL HIGHLIGHTS

	●	Total revenue was $77.0 million, up 7% year-over-year, driven by the continued strength of our Unity safety solutions.

	●	Product revenue rose by 13% year-over-year to $20.3 million, with adjusted gross margins expanding by 3% sequentially to 35%, exceeding current guidance of +30%.

	●	Service revenue growth of 5% was in line with annual revenue guidance, reaching $56.7 million, with adjusted gross margins expanding by 1.0% to 63.7% versus the prior year.

	●	Realized $13.5 million in annual cost synergies within the first six months of the MiX combination, achieving 50% of the two-year $27 million target. Cost synergies are the major driver of reduction in adjusted operating expenses, which declined by over 5% to $36.9 million versus the prior year.

	●	Adjusted EBITDA, a non-GAAP metric, increased by 41% to $14.5 million versus the prior year, benefiting from the flow through of expanded gross profit and the realization of cost synergies.

FIRST HALF 2025 FINANCIAL HIGHLIGHTS

	●	Total revenue was $152.4 million, up 9% year-over-year, running ahead of annual guidance and reflecting strong execution in the first six months following the close of the MiX combination.

	●	Gross profit, after adjusting for the amortization of acquisition-related intangibles and other integration expenses, increased by $6.4 million, or 8% versus the prior year.

	●	Adjusted EBITDA, a non-GAAP metric, increased by $8.9 million, or 46%, to $28.2 million versus the prior year, driven by increased gross margin from higher sales and the benefits of cost synergies.

MANAGEMENT COMMENTARY

“Just six months into the MiX combination, we’re already seeing the integration gain strong momentum, setting the foundation for us to fully capitalize on the additional strategic opportunities offered by the Fleet Complete acquisition,” said CEO Steve Towe.

“In the first half of fiscal 2025, we reported revenue of $152 million—up 9% from last year—and a 46% increase in adjusted EBITDA to $28.2 million. We have already secured $13.5 million in annual run-rate cost synergies, achieving 50% of our two-year $27 million target from the MiX combination within 6 months.”

“We are energized by the expanded opportunities gained through the Fleet Complete acquisition. Our strategic direction is sharply focused on three key priorities: maximizing efficiency to accelerate adjusted EBITDA growth, driving towards accelerated top-line revenue expansion, and enhancing customer retention. These priorities serve as the foundation for how we align our resources, empower our teams, and execute initiatives for maximum impact.”

“On the revenue front, we’re driving the adoption of our Unity platform, in-warehouse solutions, and AI camera offerings to meet growing demand across North America, Europe, and beyond. Leveraging the Fleet Complete North American channel relationships, we expect accelerated growth beginning in FY2026, as well as global traction for their mid-market products and differentiated AI camera solutions. These initiatives underscore our strategy to capture high-demand markets while deepening customer engagement and expanding wallet share with highly sticky integrated solutions.”

SECOND QUARTER 2025 FINANCIAL RESULTS

Total revenue for the quarter increased by 7% year-over-year to $77.0 million, up from $72.0 million in the same period of the prior year. This growth was largely driven by the continued success of our differentiated safety-centric product solutions, with product revenue, a leading indicator, increasing 13% to $20.3 million.

Service revenue grew by 5% year-over-year to $56.7 million, aligning with our annual guidance and demonstrating the resilience of our broad offerings and global portfolio, which more than offset the previously disclosed expected churn in the legacy MiX customer base.

Combined gross margin of 53.7% reflects a $1.2 million non-cash amortization expense related to acquisition-related intangibles from the MiX combination, along with $0.7 million in inventory write-offs due to integration efforts to streamline product offerings. Excluding these expenses, adjusted gross margin was 56.1%, in both the current and prior year.

Operating expenses for the quarter totaled $40.8 million, including $3.9 million in one-time transaction and restructuring costs, versus the prior year of $41.0 million, which included $2.0 million in one-time costs. On an adjusted basis, total operating expenses were down by 5% annually, reflecting the success of our cost synergy program, which secured $13.5 million in annual savings through the end of September.

We reported a net loss attributable to common stockholders of $1.9 million, or $(0.02) per share, compared to $(0.06) in the prior year. However, after adjusting for one-time expenses and the amortization of acquisition-related intangibles, adjusted earnings per basic share was $0.02 for the current year versus a loss of $(0.01) in the prior period.

Adjusted EBITDA increased by 41% to $14.5 million from $10.3 million in the previous year. This growth was driven by strong top-line performance, resulting in a $2.9 million increase in gross margin after accounting for the impact of the amortization of acquisition-related intangibles plus the flow through benefits of cost synergies.

Excluding $62 million in proceeds from the private placement related to the Fleet Complete acquisition, we ended the quarter with net debt of $119 million. Adjusting for $1.9 million in unsettled transaction costs, pro forma net debt stood at $121 million, versus $110 million at the close of the MiX combination. The $11 million increase in pro forma net debt was primarily driven by an increase in net working capital of $8.2 million that is directly attributable to higher net receivables following strong top-line performance.

FULL-YEAR 2025 FINANCIAL OUTLOOK

We are reaffirming our guidance from the October 2^nd fireside chat. Capturing six months of Fleet Complete’s financial performance, full-year 2025 revenue is expected to exceed $352.5 million. Adjusted EBITDA is anticipated to exceed $72.5 million, inclusive of an incremental $5 million in secured exit run-rate cost synergies. This guidance reflects Fleet Complete’s pre-acquisition accounting treatment, which remains subject to review as we work to conform to US GAAP standards.

INVESTOR CONFERENCE CALL

As previously announced, Powerfleet will hold a conference call on Tuesday, November 12, 2024, at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results for the second quarter fiscal 2025 ended September 30, 2024.

Management will make prepared remarks followed by a question-and-answer session.

Date: Tuesday, November 12, 2024

Time: 8:30 a.m. Eastern time (5:30 a.m. Pacific time)

Toll Free: 888-506-0062

International: 973-528-0011

Participant Access Code: 216765

The conference call will be broadcast simultaneously and available for replay here and via the investor section of the company’s website at ir.powerfleet.com.

NON-GAAP FINANCIAL MEASURES

To supplement its financial statements presented in accordance with Generally Accepted Accounting Principles (GAAP), Powerfleet provides certain non-GAAP measures of financial performance. These non-GAAP measures include adjusted EBITDA, adjusted gross margin, adjusted operating expenses, adjusted earnings per share, net debt and net working capital. Reference to these non-GAAP measures should be considered in addition to results prepared under current accounting standards, but are not a substitute for, or superior to, GAAP results. These non-GAAP measures are provided to enhance investors’ overall understanding of Powerfleet’s current financial performance. Specifically, Powerfleet believes the non-GAAP measures provide useful information to both management and investors by excluding certain expenses, gains and losses and fluctuations in currency rates that may not be indicative of its core operating results and business outlook. These non-GAAP measures are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income, gross margin, cash flow from operating activities or earnings per share as an indicator of operating performance or liquidity. Because Powerfleet’s method for calculating the non-GAAP measures may differ from other companies’ methods, the non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Reconciliation of all non-GAAP measures included in this press release to the most directly comparable GAAP measures can be found in the financial tables included in this press release.

ABOUT POWERFLEET

Powerfleet (Nasdaq: AIOT; JSE: PWR) is a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset industry. With more than 30 years of experience, Powerfleet unifies business operations through the ingestion, harmonization, and integration of data, irrespective of source, and delivers actionable insights to help companies save lives, time, and money. Powerfleet’s ethos transcends our data ecosystem and commitment to innovation; our people-centric approach empowers our customers to realize impactful and sustained business improvement. The company is headquartered in New Jersey, United States, with offices around the globe. Explore more at www.powerfleet.com. Powerfleet has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board of the Johannesburg Stock Exchange (JSE).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of federal securities laws. Powerfleet’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions.

These forward-looking statements include, without limitation, our expectations with respect to its beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance, as well as anticipated financial impacts of our transactions with MiX Telematics and Fleet Complete. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors, which may cause their actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. Most of these factors are outside our control and are difficult to predict. The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) future economic and business conditions, including the conflict between Israel and Hamas; (ii) integration of our, MiX Telematics’ and Fleet Complete’s businesses and the ability to recognize the anticipated synergies and benefits of the transactions with MiX Telematics and Fleet Complete; (iii) the loss of any of our key customers or reduction in the purchase of our products by any such customers; (iv) the failure of the markets for our products to continue to develop; (v) the negative effects of the transactions on the market price of our securities; (vi) our inability to adequately protect our intellectual property; (vii) our inability to manage growth; (viii) the effects of competition from a wide variety of local, regional, national and other providers of wireless solutions; (ix) failure to make timely filings of our periodic reports with the Securities and Exchange Commission (“SEC”) and (x) such other factors as are set forth in the periodic reports filed by us with the SEC, including but not limited to those described under the heading “Risk Factors” in our annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC’s website at http://www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

The forward-looking statements included in this press release are made only as of the date of this press release, and except as otherwise required by applicable securities law, we assume no obligation, nor do we intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

Powerfleet Investor Contacts

Carolyn Capaccio and Jody Burfening

LHA Investor Relations

AIOTIRTeam@lhai.com

Powerfleet Media Contact

Jonathan Bates

jonathan.bates@powerfleet.com
+44 121 717-5360

POWERFLEET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended September 30,						Six Months Ended September 30,
	2023			2024			2023			2024
	Pro Forma Combined			Consolidated			Pro Forma Combined			Consolidated
Revenues:
Products	$	17,947		$	20,293		$	32,470		$	39,031
Services		54,057			56,725			107,977			113,417
Total revenues		72,004			77,018			140,447			152,448

Cost of revenues:
Cost of products		11,454			13,929			22,385			26,680
Cost of services		20,169			21,746			38,550			44,777
Total cost of revenues		31,623			35,675			60,935			71,457

Gross profit		40,381			41,343			79,512			80,991

Operating expenses:
Selling, general and administrative expenses		36,941			37,335			71,516			92,117
Research and development expenses		4,062			3,435			7,626			6,536
Total operating expenses		41,003			40,770			79,142			98,653

(Loss)/profit from operations		(622	)		573			370			(17,662	)

Interest income		221			168			512			472
Interest expense		(693	)		(4,042	)		(1,367	)		(6,733	)
Bargain purchase - Movingdots		—			—			283			—
Other income/(expense), net		385			1,674			(324	)		1,050

Net loss before income taxes		(709	)		(1,627	)		(526	)		(22,873	)

Income tax expense		(2,591	)		(256	)		(4,427	)		(1,309	)

Net loss before non-controlling interest		(3,300	)		(1,883	)		(4,953	)		(24,182	)
Non-controlling interest		—			(5	)		(6	)		(18	)

Net loss		(3,300	)		(1,888	)		(4,959	)		(24,200	)

Accretion of preferred stock		(1,834	)		—			(3,606	)		—
Preferred stock dividend		(1,128	)		—			(2,257	)		(25	)

Net loss attributable to common stockholders	$	(6,262	)	$	(1,888	)	$	(10,822	)	$	(24,225	)

Net loss per share attributable to common stockholders - basic and diluted	$	(0.06	)	$	(0.02	)	$	(0.10	)	$	(0.23	)

Weighted average common shares outstanding - basic and diluted		106,360			107,532			106,333			107,335

POWERFLEET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	March 31, 2024			September 30, 2024
	Pro Forma Combined			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	51,091		$	25,962
Restricted cash		86,104			63,074
Accounts receivables, net		55,008			64,819
Inventory, net		25,800			23,488
Deferred costs - current		42			13
Prepaid expenses and other current assets		17,784			17,985
Total current assets		235,829			195,341
Fixed assets, net		48,306			51,928
Goodwill		121,713			300,283
Intangible assets, net		40,444			167,320
Right-of-use asset		11,222			9,402
Severance payable fund		3,796			3,864
Deferred tax asset		3,874			3,602
Other assets		19,090			16,595
Total assets	$	484,274		$	748,335

LIABILITIES
Current liabilities:
Short-term bank debt and current maturities of long-term debt	$	22,109		$	35,339
Accounts payable and accrued expenses		60,763			66,098
Deferred revenue - current		12,236			10,447
Lease liability - current		2,648			2,248
Total current liabilities		97,756			114,132
Long-term debt - less current maturities		113,810			111,011
Deferred revenue - less current portion		4,892			4,674
Lease liability - less current portion		8,773			7,713
Accrued severance payable		4,597			4,677
Deferred tax liability		18,669			52,113
Other long-term liabilities		2,980			2,905
Total liabilities		251,477			297,225

Convertible redeemable preferred stock: Series A		90,273			—

STOCKHOLDERS’ EQUITY
Preferred stock		—			—
Common stock		63,842			1,096
Additional paid-in capital		200,218			641,736
Accumulated deficit		(78,516	)		(178,996	)
Accumulated other comprehensive loss		(17,133	)		(1,364	)
Treasury stock		(25,997	)		(11,518	)

Total stockholders’ equity		142,414			450,954
Non-controlling interest		110			156
Total equity		142,524			451,110

Total liabilities, convertible redeemable preferred stock, and stockholders’ equity	$	484,274		$	748,335

POWERFLEET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Six Months Ended September 30,
	2023			2024
	Pro Forma Combined			Consolidated
Cash flows from operating activities
Net loss	$	(4,959	)	$	(24,200	)
Adjustments to reconcile net loss to cash (used in)/provided by operating activities:
Non-controlling interest		6			18
Gain on bargain purchase		(283	)		—
Inventory reserve		650			904
Stock based compensation expense		2,518			7,300
Depreciation and amortization		13,577			19,399
Right-of-use assets, non-cash lease expense		1,242			1,515
Derivative mark-to-market adjustment		—			(2,197	)
Bad debts expense		3,235			4,369
Deferred income taxes		3,268			(283	)
Shares issued for transaction bonuses		—			889
Lease termination and modification losses		—			184
Other non-cash items		2,613			1,522
Changes in operating assets and liabilities:
Accounts receivables		(9,404	)		(12,553	)
Inventories		(1,558	)		955
Prepaid expenses and other current assets		47			(3,009	)
Deferred costs		(4,105	)		(3,619	)
Deferred revenue		222			(99	)
Accounts payable and accrued expenses		5,453			(71	)
Lease liabilities		(1,247	)		(1,856	)
Accrued severance payable, net		91			40

Net cash provided by/(used in) operating activities		11,366			(10,792	)

Cash flows from investing activities:
Acquisition, net of cash assumed		—			27,531
Proceeds from sale of fixed assets		—			217
Capitalized software development costs		(4,964	)		(4,676	)
Capital expenditures		(9,866	)		(10,454	)
Deferred consideration paid		(267	)		—
Repayment of loan advanced to external parties		—			294

Net cash (used in)/provided by investing activities		(15,097	)		12,912

Cash flows from financing activities:
Repayment of long-term debt		(2,656	)		(978	)
Short-term bank debt, net		7,328			9,955
Purchase of treasury stock upon vesting of restricted stock		(640	)		(2,836	)
Payment of preferred stock dividend and redemption of preferred stock		(2,257	)		(90,298	)
Proceeds from private placement, net		—			61,851
Proceeds from exercise of stock options, net		36			—
Cash paid on dividends to affiliates		(2,673	)		(6	)

Net cash used in financing activities		(862	)		(22,312	)

Effect of foreign exchange rate changes on cash and cash equivalents		(1,331	)		(436	)
Net decrease in cash and cash equivalents, and restricted cash		(5,924	)		(20,628	)
Cash and cash equivalents, and restricted cash at beginning of the period		55,746			109,664

Cash and cash equivalents, and restricted cash at end of the period	$	49,822		$	89,036

Reconciliation of cash, cash equivalents, and restricted cash, beginning of the period
Cash and cash equivalents		54,656			24,354
Restricted cash		1,090			85,310
Cash, cash equivalents, and restricted cash, beginning of the period	$	55,746		$	109,664

Reconciliation of cash, cash equivalents, and restricted cash, end of the period
Cash and cash equivalents		48,757			25,962
Restricted cash		1,065			63,074
Cash, cash equivalents, and restricted cash, end of the period	$	49,822		$	89,036

Supplemental disclosure of cash flow information:
Cash paid for:
Taxes	$	1,270		$	774
Interest	$	875		$	6,262

Noncash investing and financing activities:
Common stock issued for transaction bonus	$	—		$	9
Shares issued in connection with MiX Combination	$	—		$	362,005

POWERFLEET, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES

(In thousands)

	Three Months Ended September 30,						Six Months Ended September 30,
	2023			2024			2023			2024
	Pro Forma Combined			Consolidated			Pro Forma Combined			Consolidated
Net loss attributable to common stockholders	$	(6,262	)	$	(1,888	)	$	(10,822	)	$	(24,225	)
Non-controlling interest		—			5			6			18
Preferred stock dividend and accretion		2,962			—			5,863			25
Interest expense, net		472			3,345			1,162			6,261
Income tax expense		2,591			256			4,427			1,309
Depreciation and amortization		7,243			9,064			13,577			19,399
Stock-based compensation		1,426			1,371			2,518			7,300
Foreign currency losses		74			636			442			745
Restructuring-related expenses		149			1,069			597			2,267
Gain on bargain purchase - Movingdots		—			—			(283	)		—
Derivative mark-to-market adjustment		—			(2,197	)		—			(2,197	)
Net profit on fixed assets		—			—			(4	)		—
Contingent consideration remeasurement		(514	)		—			(538	)		—
Acquisition related expenses		2,028			1,406			2,251			15,571
Integration-related costs		—			1,410			—			1,739
Non-recurring transitional service agreement costs		121			—			121			—
Adjusted EBITDA	$	10,290		$	14,477		$	19,317		$	28,212

POWERFLEET, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP NET LOSS FINANCIAL MEASURES

(In thousands)

	Three Months Ended September 30,						Six Months Ended September 30,
	2023			2024			2023			2024
	Pro Forma Combined			Consolidated			Pro Forma Combined			Consolidated
Net loss	$	(3,300	)	$	(1,888	)	$	(4,959	)	$	(24,200	)
Incremental intangible assets amortization expense as a result of MiX Telematics business combination		—			1,163			—			4,158
Stock-based compensation (non-recurring/accelerated cost)		—			—			—			4,693
Foreign currency losses		74			636			442			745
Income tax effect of net foreign exchange gains/(losses)		109			(1,109	)		534			(1,856	)
Restructuring related expenses		149			1,069			597			2,267
Income tax effect of restructuring costs		(2	)		(21	)		(7	)		(124	)
Acquisition-related expenses		2,028			1,406			2,251			15,571
Integration-related expenses		—			1,410			—			1,739
Non-recurring transitional service agreement costs		121			—			121			—
Contingent consideration remeasurement		(514	)		—			(538	)		—
Income tax effect of contingent consideration remeasurement		(5	)		—			—			—
Non-GAAP net (loss)/profit	$	(1,340	)	$	2,666		$	(1,559	)	$	2,993

Weighted average shares outstanding		106,360			107,532			106,333			107,335

Non-GAAP net (loss)/profit per share - basic	$	(0.01	)	$	0.02		$	(0.01	)	$	0.03

POWERFLEET, INC. AND SUBSIDIARIES

ADJUSTED GROSS PROFIT MARGINS

(In thousands)

	Three Months Ended September 30,						Six Months Ended September 30,
	2023			2024			2023			2024
	Pro Forma Combined			Consolidated			Pro Forma Combined			Consolidated
Revenues:
Products	$	17,947		$	20,293		$	32,470		$	39,031
Services		54,057			56,725			107,977			113,417
Total revenues		72,004			77,018			140,447			152,448

Cost of revenues:
Cost of products		11,454			13,929			22,385			26,680
Cost of services		20,169			21,746			38,550			44,777
Total cost of revenues		31,623			35,675			60,935			71,457

Gross profit	$	40,381		$	41,343		$	79,512		$	80,991

Product margin		36.2	%		31.4	%		31.1	%		31.6	%
Service margin		62.7	%		61.7	%		64.3	%		60.5	%
Total gross profit margin		56.1	%		53.7	%		56.6	%		53.1	%

Incremental intangible assets amortization expense as a result of MiX Telematics business combination	$	—		$	1,163		$	—		$	4,158
Inventory rationalization	$	—		$	734		$	—		$	734

Product margin		36.2	%		35.0	%		31.1	%		33.5	%
Service margin		62.7	%		63.7	%		64.3	%		64.2	%
Adjusted total gross profit margin		56.1	%		56.1	%		56.6	%		56.3	%

POWERFLEET, INC. AND SUBSIDIARIES

ADJUSTED OPERATING EXPENSES

(In thousands)

	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2024		2023		2024
	Pro Forma Combined		Consolidated		Pro Forma Combined		Consolidated
Total operating expenses	$	41,003	$	40,770	$	79,142	$	98,653
Adjusted for once-off costs
Acquisition-related expenses		2,028		1,406		2,251		15,571
Integration-related costs		—		1,410		—		1,739
Stock-based compensation (non-recurring/accelerated cost)		—		—		—		4,693
Restructuring-related expenses		156		1,069		627		2,267
		2,184		3,885		2,878		24,270

Adjusted operating expenses	$	38,819	$	36,885	$	76,264	$	74,383

POWERFLEET, INC. AND MiX TELEMATICS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended September 30, 2023
	Powerfleet Inc.			MiX Telematics			Adjustments to align disclosure			Pro Forma Combined
Revenues:
Products	$	13,233		$	5,324		$	(610	)	$	17,947
Services		21,010			32,437			610			54,057
Total revenues		34,243			37,761			—			72,004

Cost of revenues:
Cost of products		8,842			3,269			(657	)		11,454
Cost of services		8,294			11,218			657			20,169
Total cost of revenues		17,136			14,487			—			31,623

Gross profit		17,107			23,274			—			40,381

Operating expenses:
Selling, general and administrative expenses		17,778			19,163			—			36,941
Research and development expenses		2,426			1,636			—			4,062
Total operating expenses		20,204			20,799			—			41,003

(Loss)/income from operations		(3,097	)		2,475			—			(622	)

Interest income		23			198			—			221
Interest expense		(154	)		(539	)		—			(693	)
Bargain purchase - Movingdots		—			—			—			—
Other (expense)/income, net		(25	)		410			—			385

Net (loss)/income before income taxes		(3,253	)		2,544			—			(709	)

Income tax expense		(295	)		(2,296	)		—			(2,591	)

Net (loss)/income before non-controlling interest		(3,548	)		248			—			(3,300	)
Non-controlling interest		—			—			—			—

Net (loss)/income		(3,548	)		248			—			(3,300	)

Accretion of preferred stock		(1,834	)		—			—			(1,834	)
Preferred stock dividend		(1,128	)		—			—			(1,128	)

Net (loss)/income attributable to common stockholders	$	(6,510	)	$	248		$	—		$	(6,262	)

Net (loss)/income per share attributable to common stockholders - basic and diluted	$	(0.18	)	$	0.004					$	(0.06	)

Weighted average common shares outstanding - basic		35,653			70,707						106,360

POWERFLEET, INC. AND MiX TELEMATICS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Six Months Ended September 30, 2023
	Powerfleet Inc.			MiX Telematics			Adjustments to align disclosure			Pro Forma Combined
Revenues:
Products	$	24,317		$	9,464		$	(1,311	)	$	32,470
Services		42,018			64,648			1,311			107,977
Total revenues		66,335			74,112			—			140,447

Cost of revenues:
Cost of products		17,392			6,294			(1,301	)		22,385
Cost of services		15,818			21,431			1,301			38,550
Total cost of revenues		33,210			27,725			—			60,935

Gross profit		33,125			46,387			—			79,512

Operating expenses:
Selling, general and administrative expenses		34,976			36,540			—			71,516
Research and development expenses		4,646			2,980			—			7,626
Total operating expenses		39,622			39,520			79,142			79,142

(Loss)/income from operations		(6,497	)		6,867			—			370

Interest income		45			467			—			512
Interest expense		(327	)		(1,040	)		—			(1,367	)
Bargain purchase - Movingdots		283			—			—			283
Other expense, net		(25	)		(299	)		—			(324	)

Net (loss)/income before income taxes		(6,521	)		5,995			—			(526	)

Income tax expense		(289	)		(4,138	)		—			(4,427	)

Net (loss)/income before non-controlling interest		(6,810	)		1,857			—			(4,953	)
Non-controlling interest		(6	)		—			—			(6	)

Net (loss)/income		(6,816	)		1,857			—			(4,959	)

Accretion of preferred stock		(3,606	)		—			—			(3,606	)
Preferred stock dividend		(2,257	)		—			—			(2,257	)

Net (loss)/income attributable to common stockholders	$	(12,679	)	$	1,857		$	—		$	(10,822	)

Net (loss)/income per share attributable to common stockholders - basic	$	(0.36	)	$	0.03					$	(0.10	)

Weighted average common shares outstanding - basic		35,629			70,704						106,333

POWERFLEET, INC. AND MiX TELEMATICS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	March 31, 2024
	Powerfleet Inc.			MiX Telematics			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	24,354		$	26,737		$	51,091
Restricted cash		85,310			794			86,104
Accounts receivables, net		30,333			24,675			55,008
Inventory, net		21,658			4,142			25,800
Deferred costs - current		42			—			42
Prepaid expenses and other current assets		8,091			9,693			17,784
Total current assets		169,788			66,041			235,829
Fixed assets, net		12,719			35,587			48,306
Goodwill		83,487			38,226			121,713
Intangible assets, net		19,652			20,792			40,444
Right-of-use asset		7,428			3,794			11,222
Severance payable fund		3,796			—			3,796
Deferred tax asset		2,781			1,093			3,874
Other assets		9,029			10,061			19,090
Total assets	$	308,680		$	175,594		$	484,274

LIABILITIES
Current liabilities:
Short-term bank debt and current maturities of long-term debt	$	1,951		$	20,158		$	22,109
Accounts payable and accrued expenses		34,008			26,755			60,763
Deferred revenue - current		5,842			6,394			12,236
Lease liability - current		1,789			859			2,648
Total current liabilities		43,590			54,166			97,756
Long-term debt - less current maturities		113,810			—			113,810
Deferred revenue - less current portion		4,892			—			4,892
Lease liability - less current portion		5,921			2,852			8,773
Accrued severance payable		4,597			—			4,597
Deferred tax liability		4,465			14,204			18,669
Other long-term liabilities		2,496			484			2,980
Total liabilities		179,771			71,706			251,477

Convertible redeemable preferred stock: Series A		90,273			—			90,273

STOCKHOLDERS’ EQUITY
Preferred stock		—			—			—
Common stock		387			63,455			63,842
Additional paid-in capital		202,607			(2,389	)		200,218
Accumulated deficit		(154,796	)		76,280			(78,516	)
Accumulated other comprehensive loss		(985	)		(16,148	)		(17,133	)
Treasury stock		(8,682	)		(17,315	)		(25,997	)

Total stockholders’ equity		38,531			103,883			142,414
Non-controlling interest		105			5			110
Total equity		38,636			103,888			142,524

Total liabilities, convertible redeemable preferred stock, and stockholders’ equity	$	308,680		$	175,594		$	484,274

POWERFLEET, INC. AND MiX TELEMATICS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Six Months Ended September 30, 2023
	Powerfleet Inc.			MiX Telematics			Pro Forma Combined
Cash flows from operating activities
Net (loss)/income	$	(6,816	)	$	1,857		$	(4,959	)
Adjustments to reconcile net (loss)/income to cash (used in)/provided by operating activities:
Non-controlling interest		6			—			6
Gain on bargain purchase		(283	)		—			(283	)
Inventory reserve		617			33			650
Stock based compensation expense		1,953			565			2,518
Depreciation and amortization		4,807			8,770			13,577
Right-of-use assets, non-cash lease expense		1,242			—			1,242
Bad debts expense		933			2,302			3,235
Deferred income taxes		285			2,983			3,268
Other non-cash items		126			2,487			2,613
Changes in operating assets and liabilities:
Accounts receivables		(3,866	)		(5,538	)		(9,404	)
Inventories		(2,023	)		465			(1,558	)
Prepaid expenses and other current assets		51			(4	)		47
Deferred costs		332			(4,437	)		(4,105	)
Deferred revenue		222			—			222
Accounts payable and accrued expenses		1,498			3,955			5,453
Lease liabilities		(1,247	)		—			(1,247	)
Accrued severance payable, net		91			—			91

Net cash (used in)/provided by operating activities		(2,072	)		13,438			11,366

Cash flows from investing activities:
Capitalized software development costs		(2,047	)		(2,917	)		(4,964	)
Capital expenditures		(1,441	)		(8,425	)		(9,866	)
Deferred consideration paid		—			(267	)		(267	)

Net cash used in investing activities		(3,488	)		(11,609	)		(15,097	)

Cash flows from financing activities:
Repayment of long-term debt		(2,656	)		—			(2,656	)
Short-term bank debt, net		4,996			2,332			7,328
Purchase of treasury stock upon vesting of restricted stock		(94	)		(546	)		(640	)
Payment of preferred stock dividend and redemption of preferred stock		(2,257	)		—			(2,257	)
Proceeds from exercise of stock options, net		36			—			36
Cash paid on dividends to affiliates		—			(2,673	)		(2,673	)

Net cash from/(used in) financing activities		25			(887	)		(862	)

Effect of foreign exchange rate changes on cash and cash equivalents		53			(1,384	)		(1,331	)
Net decrease in cash and cash equivalents, and restricted cash		(5,482	)		(442	)		(5,924	)
Cash and cash equivalents, and restricted cash at beginning of the period		25,089			30,657			55,746

Cash and cash equivalents, and restricted cash at end of the period	$	19,607		$	30,215		$	49,822

Reconciliation of cash, cash equivalents, and restricted cash, beginning of the period
Cash and cash equivalents		24,780			29,876			54,656
Restricted cash		309			781			1,090
Cash, cash equivalents, and restricted cash, beginning of the period	$	25,089		$	30,657		$	55,746

Reconciliation of cash, cash equivalents, and restricted cash, end of the period
Cash and cash equivalents		19,297			29,460			48,757
Restricted cash		310			755			1,065
Cash, cash equivalents, and restricted cash, end of the period	$	19,607		$	30,215		$	49,822

Supplemental disclosure of cash flow information:
Cash paid for:
Taxes	$	115		$	1,155		$	1,270
Interest	$	538		$	337		$	875

POWERFLEET, INC. AND MiX TELEMATICS

RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES

(In thousands)

	Three Months Ended September 30, 2023
	Powerfleet Inc.			MiX Telematics			Pro Forma Combined
Net (loss)/profit attributable to common stockholders	$	(6,510	)	$	248		$	(6,262	)
Non-controlling interest		—			—			—
Preferred stock dividend and accretion		2,962			—			2,962
Interest expense, net		131			341			472
Income tax expense		295			2,296			2,591
Depreciation and amortization		2,485			4,758			7,243
Stock-based compensation		1,101			325			1,426
Foreign currency (gains)/losses		(49	)		123			74
Restructuring-related expenses		142			7			149
Contingent consideration remeasurement		—			(514	)		(514	)
Acquisition related expenses		1,232			796			2,028
Non-recurring transitional service agreement costs		—			121			121
Adjusted EBITDA	$	1,789		$	8,501		$	10,290

POWERFLEET, INC. AND MiX TELEMATICS

RECONCILIATION OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES

(In thousands)

	Six Months Ended September 30, 2023
	Powerfleet Inc.			MiX Telematics			Pro Forma Combined
Net (loss)/profit attributable to common stockholders	$	(12,679	)	$	1,857		$	(10,822	)
Non-controlling interest		6			—			6
Preferred stock dividend and accretion		5,863			—			5,863
Interest expense, net		588			574			1,162
Income tax expense		289			4,138			4,427
Depreciation and amortization		4,807			8,770			13,577
Stock-based compensation		1,953			565			2,518
Foreign currency translation		(411	)		853			442
Restructuring related expenses		567			30			597
Gain on Bargain purchase - Movingdots		(283	)		—			(283	)
Net profit on fixed assets		—			(4	)		(4	)
Contingent consideration remeasurement		—			(538	)		(538	)
Acquisition related expenses		1,455			796			2,251
Non-recurring transitional service agreement costs		—			121			121
Adjusted EBITDA	$	2,155		$	17,162		$	19,317

POWERFLEET, INC. AND MiX TELEMATICS

RECONCILIATION OF GAAP TO NON-GAAP NET (LOSS)/INCOME FINANCIAL MEASURES

(In thousands)

	Three Months Ended September 30, 2023
	Powerfleet Inc.			MiX Telematics			Pro Forma Combined
Net (loss)/income	$	(3,548	)	$	248		$	(3,300	)
Foreign currency (gains)/losses		(49	)		123			74
Income tax effect of net foreign exchange gains/(losses)		—			109			109
Restructuring related expenses		142			7			149
Income tax effect of restructuring costs		—			(2	)		(2	)
Acquisition related expenses		1,232			796			2,028
Non-recurring transitional service agreement costs		—			121			121
Contingent consideration remeasurement		—			(514	)		(514	)
Income tax effect of contingent consideration remeasurement		—			(5	)		(5	)
Non-GAAP net (loss)/income	$	(2,223	)	$	883		$	(1,340	)

Weighted average shares outstanding		35,653			70,707			106,360

Non-GAAP net (loss)/income per share - basic	$	(0.06	)	$	0.01		$	(0.01	)

POWERFLEET, INC. AND MiX TELEMATICS

RECONCILIATION OF GAAP TO NON-GAAP NET (LOSS)/INCOME FINANCIAL MEASURES

(In thousands)

	Six Months Ended September 30, 2023
	Powerfleet Inc.			MiX Telematics			Pro Forma Combined
Net (loss)/income	$	(6,816	)	$	1,857		$	(4,959	)
Foreign currency (gains)/losses		(411	)		853			442
Income tax effect of net foreign exchange gains		—			534			534
Restructuring related expenses		567			30			597
Income tax effect of restructuring costs		—			(7	)		(7	)
Acquisition related expenses		1,455			796			2,251
Non-recurring transitional service agreement costs		—			121			121
Contingent consideration remeasurement		—			(538	)		(538	)
Non-GAAP net (loss)/income	$	(5,205	)	$	3,646		$	(1,559	)

Weighted average shares outstanding		35,629			70,704			106,333

Non-GAAP net (loss)/income per share - basic	$	(0.15	)	$	0.05		$	(0.01	)