Powerfleet, Inc.
For the period ended Dec 31, 2025. Filed Feb 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001628280-25-051024
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-09.
0001628280-26-006487
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 103 previous paragraphs and 105 current paragraphs.
63 unchanged; 34 reworded; 8 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
REVENUES. Revenues increased by $7.1 million, or 6.6%, to $113.5 million in the three months ended December 31, 2025, from $106.4 million in the same period in 2024.
Current report
Revenues from services increased by $9.3 million, or 11.4%, to $91.1 million in the three months ended December 31, 2025, from $81.7 million in the same period in 2024. The increase in services revenue was driven by increased adoption of the Company’s AI-powered SaaS solutions and strong global demand across both direct and indirect channels, centered on differentiated safety and compliance solutions.
Current report
Nine Months Ended December 31, 2025 Compared to Nine Months Ended December 31, 2024
Current report
REVENUES. Revenues increased by $70.4 million, or 27.2%, to $329.3 million in the nine months ended December 31, 2025, from $258.9 million in the same period in 2024.
Current report
Product revenues decreased by $1.3 million, or 2.0%, to $62.4 million for the nine months ended December 31, 2025, from $63.7 million in the prior-year period. The Fleet Complete acquisition added an incremental $3.0 million of product revenues for the nine months ended December 31, 2025. Excluding the acquisition contribution, the decline in product revenues reflects the continued transition toward bundled service offerings and the impact of higher tariffs in the United States.
Current report
Services revenue increased by $71.7 million, or 36.7%, to $266.9 million in the nine months ended December 31, 2025, compared to $195.2 million in the same period in 2024. The Fleet Complete acquisition added an incremental $53.6 million of service revenues for the nine months ended December 31, 2025. The increase in services revenues for the combined business was driven primarily by underlying organic growth initiatives, partially offset by proactive actions to de-emphasize certain non-core lines of business.
Current report
RMB Debt
Current report
On February 5, 2026, we entered into the New Facilities Agreement with RMB, pursuant to which RMB agreed to provide us and MiX Telematics with the New RMB Facilities, composed of New RMB Facility A in the aggregate principal amount of $10 million and New RMB Facility B in the aggregate principal amount of 180,000,000. New RMB Facility A bears interest at 2.50% per annum (provided no event of default is continuing), plus the three-month SOFR reference rate (or, if unavailable, an interpolated, historic or interpolated historic SOFR rate, or, if none of the foregoing are available, the three-month Treasury bill rate). New RMB Facility B bears interest at 1.95% per annum (provided no event of default is continuing), plus the South African rand overnight index average. Interest is payable quarterly in arrears. The New RMB Facilities will mature one year from closing.
Removed paragraphs (6)
Previous report
REVENUES. Revenues increased by $34.7 million, or 45.0%, to $111.7 million in the three months ended September 30, 2025, from $77.0 million in the same period in 2024.
Previous report
Revenues from services increased by $32.6 million, or 57.4%, to $89.3 million in the three months ended September 30, 2025, from $56.7 million in the same period in 2024. The increase in services revenues was principally due to the Fleet Complete business acquired which contributed$25.9 million in services revenues for the three months ended September 30, 2025, together with a $6.7 million increase in services revenues from existing business.
Previous report
Six Months Ended September 30, 2025 Compared to Six Months Ended September 30, 2024
Previous report
REVENUES. Revenues increased by $63.4 million, or 41.6%, to $215.8 million in the six months ended September 30, 2025, from $152.4 million in the same period in 2024.
Previous report
Revenues from products increased by $1.0 million, or 2.6%, to $40.0 million in the six months ended September 30, 2025, from $39.0 million in the same period in 2024. The increase in product revenues was primarily due to the Fleet Complete business acquired which contributed $5.2 million in product revenues, partially offset by $4.2 million decline in the existing business for the six months ended September 30, 2025, which was adversely impacted by higher tariffs in the United States.
Previous report
Revenues from services increased by $62.4 million, or 55.0%, to $175.8 million in the six months ended September 30, 2025, from $113.4 million in the same period in 2024. The increase in services revenues was principally due to underlying growth initiatives, offset in part by proactive measures to de-emphasize non-core lines of business, and the acquisition of Fleet Complete which contributed $52.1 million in services revenues.
Reworded paragraphs (34)
Previous wording
This report contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which may include information concerning our beliefs, plans, objectives, goals, expectations, strategies, anticipations, assumptions, estimates, intentions, future events, future revenues or performance, capital expenditures and other information that is not historical information. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. When used in this report, the words “seek,” “estimate,” “expect,” “anticipate,” “project,” “plan,” “contemplate,” “plan,” “continue,” “intend,” “believe” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. We believe there is a reasonable basis for its expectations and beliefs, but there can be no assurance that we will realize our expectations or that our beliefs will prove to be correct.
Current wording
This report contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which may include information concerning our beliefs, plans, objectives, goals, expectations, strategies, anticipations, assumptions, estimates, intentions, future events, future revenues or performance, capital expenditures and other information that is not historical information. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. When used in this report, the words “seek,” “estimate,” “expect,” “anticipate,” “project,” “plan,” “contemplate,” “continue,” “intend,” “believe” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. We believe there is a reasonable basis for its expectations and beliefs, but there can be no assurance that we will realize our expectations or that our beliefs will prove to be correct.
Previous wording
There are risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Important factors that could cause our actual results to differ materially from those expressed as forward-looking statements herein include, but are not limited, to: the ability to realize all of the anticipated benefits of the MiX Combination and the FC Acquisition; and the potential challenges associated with the ongoing integration of the businesses; global economic conditions as well as exposure to political, trade and geographic risks, including tariffs and the conflict in the Middle East; disruptions or limitations in our supply chain, particularly with respect to key components; technological changes or product developments that may be more complex, costly, or less effective than expected; cybersecurity risks and our ability to protect our information technology systems from breaches; competitive pressures from a broad range of local, regional, national and other providers of wireless solutions; our ability to effectively navigate the international political, economic and geographic landscape; risks related to the protection and enforcement of our intellectual property rights; changes in applicable laws and regulations or changes in generally accepted accounting policies, rules and practices; and other risks and uncertainties disclosed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), including our Form 10-K.
Current wording
There are risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Important factors that could cause our actual results to differ materially from those expressed as forward-looking statements herein include, but are not limited, to: the possibility that the anticipated cost savings, synergies and operational benefits from the MiX Combination and FC Acquisition may not be fully realized or may take longer than expected, and that the combined business may not perform as expected; global economic conditions as well as exposure to foreign exchange, political, trade and geographic risks, including tariffs and the conflict in the Middle East; disruptions or limitations in our supply chain, particularly with respect to key components; operational risks, including the successful implementation of internal business and information technology (“IT”) systems; technological changes or product developments that may be more complex, costly, or less effective than expected; cybersecurity risks and our ability to protect our IT systems from breaches; competitive pressures from a broad range of local, regional, national and other providers of wireless solutions; our ability to effectively navigate the international political, economic and geographic landscape; risks related to the protection and enforcement of our intellectual property rights; changes in applicable laws and regulations or changes in generally accepted accounting policies, rules and practices; and other risks and uncertainties disclosed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), including our Form 10-K.
Previous wording
Powerfleet is a global provider of Internet-of-Things (“IoT”) solutions providing valuable business intelligence for managing high-value enterprise assets that improve operational efficiencies.
Current wording
Powerfleet is a global provider of Artificial Intelligence-of-Things solutions providing valuable business intelligence for managing high-value enterprise assets that improve operational efficiencies.
Previous wording
For the three- and six-month periods ended September 30, 2025, there were no significant changes to our critical accounting policies as identified in our Form 10-K.
Current wording
For the three- and nine-month periods ended December 31, 2025, there were no significant changes to our critical accounting policies as identified in our Form 10-K.
Previous wording
Revenues from products increased by $2.1 million, or 10.2%, to $22.4 million in the three months ended September 30, 2025, from $20.3 million in the same period in 2024. The increase in product revenues was primarily due to the Fleet Complete business acquired which contributed$2.1 million in product revenues for the three months ended September 30, 2025.
Current wording
Revenues from products decreased by $2.3 million, or 9.3%, to $22.4 million in the three months ended December 31, 2025, from $24.7 million in the same period in 2024. The decrease in product revenues was primarily due to the increased mix of bundled customer contracts across the Company for the three months ended December 31, 2025 that reduced standalone product revenues.
Previous wording
COST OF REVENUES. Cost of revenues increased by $13.4 million, or 37.6%, to $49.1 million in the three months ended September 30, 2025, from $35.7 million for the same period in 2024. The Fleet Complete business acquired contributed$11.5 million for the three months ended September 30, 2025. Gross profit was $62.6 million in the three months ended September 30, 2025, compared to $41.3 million for the same period in 2024. As a percentage of revenues, gross profit increased to 56.0% in the three months ended September 30, 2025 from 53.7% in the same period in 2024. This was primarily driven by high margin services revenue comprising 80.0% of total revenues in the three months ended September 30, 2025, compared to 73.7% for the same period in 2024.
Current wording
COST OF REVENUES. Cost of revenues increased by $3.2 million, or 6.6%, to $50.8 million in the three months ended December 31, 2025, from $47.6 million for the same period in 2024. Gross profit was $62.7 million in the three months ended December 31, 2025, compared to $58.8 million for the same period in 2024. As a percentage of revenues, gross profit was 55.2% in the three months ended December 31, 2025 consistent with 55.2% in the same period in 2024.
Previous wording
Cost of products increased by $1.4 million, or 10.0%, to $15.3 million in the three months ended September 30, 2025, from $13.9 million in the same period in 2024. Gross profit for products was $7.1 million in the three months ended September 30, 2025, compared to $6.4 million in the same period in 2024. As a percentage of product revenues, gross profit increased to 31.5% in the three months ended September 30, 2025 from 31.4% in the same period in 2024.
Current wording
Cost of products decreased by $1.8 million, or 10.6%, to $15.3 million in the three months ended December 31, 2025, from $17.1 million in the same period in 2024, primarily due to increased mix of bundled customer contracts across the Company that reduced standalone product sales. Gross profit for products was $7.1 million in the three months ended December 31, 2025, compared to $7.6 million in the same period in 2024. As a percentage of product revenues, gross profit increased to 31.6% in the three months ended December 31, 2025 from 30.6% in the same period in 2024, reflecting the improved sales mix.
Previous wording
Cost of services increased by $12.0 million, or 55.3%, to $33.8 million in the three months ended September 30, 2025, from $21.7 million in the same period in 2024. The acquisition of Fleet Complete and the amortization of acquisition intangibles for the MiX Telematics and Fleet Complete transactions contributed $6.7 million and $4.6 million, respectively, to cost of services for the three months ended September 30, 2025. Gross profit for services was $55.5 million in the three months ended September 30, 2025, compared to $35.0 million in the same period in 2024. As a percentage of services revenues, gross profit increased to 62.2% in the three months ended September 30, 2025, from 61.7% in the same period in 2024.
Current wording
Cost of services increased by $5.0 million, or 16.3%, to $35.5 million in the three months ended December 31, 2025, from $30.5 million in the same period in 2024. Gross profit for services was $55.6 million in the three months ended December 31, 2025, compared to $51.2 million in the same period in 2024. As a percentage of services revenues, gross profit was 61.0% in the three months ended December 31, 2025, compared to 62.7% in the same period in 2024 due to an increase in in-vehicle device depreciation and amortization (including the amortization of acquisition intangibles for the MiX Telematics and Fleet Complete transactions).
Previous wording
SELLING, GENERAL AND ADMINISTRATIVE (“SG&A”) EXPENSES. SG&A expenses increased by $16.8 million, or 45.0%, to $54.2 million in the three months ended September 30, 2025, compared to $37.3 million in the same period in 2024, principally due to the Fleet Complete business acquired which contributed$14.0 million for the three months ended September 30, 2025. SG&A expenses included $0.1 million in acquisition-related expenses,$0.9 million in integration-related expenses and$1.1 millionin restructuring-related costs for the three months ended September 30, 2025, compared to$1.4 million in acquisition-related expenses,$1.4 millionin integration-related expenses and$1.1 millionin restructuring-related costs in the same period in 2024. As a percentage of revenues, SG&A expenses remained unchanged at 48.5% in thethree months ended September 30, 2025, compared to the same period in 2024. As a percentage of revenues, SG&A expenses, excluding$2.1 million in acquisition-related expenses, integration-related expensesand restructuring-related costs, increased to 46.6% in the three months ended September 30, 2025, from 43.4% in the same period in 2024. The increase is primarily due to higher stock-based compensation.
Current wording
SELLING, GENERAL AND ADMINISTRATIVE (“SG&A”) EXPENSES. SG&A expenses decreased by $3.6 million, or (6.6)%, to $51.8 million in the three months ended December 31, 2025, compared to $55.4 million in the same period in 2024. SG&A expenses included $0.3 million in acquisition-related expenses,$1.3 million in integration-related expenses and$0.8 millionin restructuring-related costs for the three months ended December 31, 2025, compared to$5.3 million in acquisition-related expenses,$0.5 millionin integration-related expenses and$0.8 millionin restructuring-related costs in the same period in 2024. As a percentage of revenues, SG&A expenses decreased to 45.6% in thethree months ended December 31, 2025, compared to 52.1% for the same period in 2024. As a percentage of revenues, SG&A expenses, excluding $2.4 million in acquisition-related expenses, integration-related expenses and restructuring-related costs, decreased to 43.5% in the three months ended December 31, 2025, from 45.8% in the same period in 2024. The decrease is primarily due to cost savings from the synergies realized as a result of the MiX Combination and FC Acquisition.
Previous wording
RESEARCH AND DEVELOPMENT (“R&D”) EXPENSES. R&D expenses increased by $0.8 million, or 22.1%, to $4.2 million in the three months ended September 30, 2025, compared to $3.4 million in the same period in 2024, principally due to $1.1 million incurred by the Fleet Complete business post-transaction. As a percentage of revenues, R&D expenses decreased to 3.8% in the three months ended September 30, 2025, from 4.5% in the same period in 2024.
Current wording
RESEARCH AND DEVELOPMENT (“R&D”) EXPENSES. R&D expenses remained consistent at $4.6 million in the three months ended December 31, 2025 and $4.6 million in the same period in 2024. As a percentage of revenues, R&D expenses were 4.0% in the three months ended December 31, 2025, compared to 4.3% in the same period in 2024.
Previous wording
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $4.3 million, or $(0.03) per basic and diluted share, for the three months ended September 30, 2025, as compared to net loss of $1.9 million, or $(0.02) per basic and diluted share, for the same period in 2024. The net loss was primarily the result of$1.5 million foreign currency losses,$0.9 million in integration-related costs, and$1.1 million in restructuring-related costs.
Current wording
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $3.4 million, or $(0.03) per basic and diluted share, for the three months ended December 31, 2025, as compared to net loss of $14.3 million, or $(0.11) per basic and diluted share, for the same period in 2024. The net loss was primarily the result of $1.1 million foreign currency losses, $1.3 million in integration-related costs, and $0.8 million in restructuring-related costs.
Previous wording
COST OF REVENUES. Cost of revenues increased by $25.3 million, or 35.4%, to $96.7 million in the six months ended September 30, 2025, from $71.5 million for the same period in 2024. The Fleet Complete business acquired contributed $19.6 million to cost of revenues for the six months ended September 30, 2025. Gross profit was $119.1 million in the six months ended September 30, 2025, compared to $81.0 million for the same period in 2024. As a percentage of revenues, gross profit increased to 55.2% in the six months ended September 30, 2025, from 53.1% in the same period in 2024. This was primarily driven by high margin services revenue comprising 81.5% of total revenues in the six months ended September 30, 2025, compared to 74.4% for the same period in 2024.
Current wording
COST OF REVENUES. Cost of revenues increased by $28.4 million, or 23.9%, to $147.5 million in the nine months ended December 31, 2025, from $119.1 million for the same period in 2024. Gross profit was $181.8 million in the nine months ended December 31, 2025, compared to $139.8 million for the same period in 2024. As a percentage of revenues, gross profit increased to 55.2% in the nine months ended December 31, 2025, from 54.0% in the same period in 2024. This was primarily driven by high margin services revenue comprising 81.0% of total revenues in the nine months ended December 31, 2025, compared to 75.4% for the same period in 2024.
Previous wording
Cost of products increased by $1.9 million, or 7.0%, to $28.5 million in the six months ended September 30, 2025, from $26.7 million in the same period in 2024. Gross profit for products was $11.5 million in the six months ended September 30, 2025, compared to $12.4 million in the same period in 2024. As a percentage of product revenues, gross profit decreased to 28.7% in the six months ended September 30, 2025, from 31.6% in the same period in 2024. Gross profit as a percentage of product revenues was negatively impacted by tariffs in the United States, which increased underlying costs and delayed demand of in-warehouse solutions in three months ended June 30, 2025.
Current wording
Cost of products increased by $0.1 million, or 0.1%, to $43.9 million in the nine months ended December 31, 2025, from $43.8 million in the same period in 2024. Gross profit for products was $18.6 million in the nine months ended December 31, 2025, compared to $19.9 million in the same period in 2024. As a percentage of product revenues, gross profit decreased to 29.7% in the nine months ended December 31, 2025, from 31.2% in the same period in 2024. Gross profit as a percentage of product revenues was negatively impacted by tariffs in the United States, which increased underlying costs.
Previous wording
Cost of services increased by $23.4 million, or 52.3%, to $68.2 million in the six months ended September 30, 2025, from $44.8 million in the same period in 2024. The acquisition of Fleet Complete and the amortization of acquisition intangibles for the MiX Telematics and Fleet Complete transactions contributed $13.3 million and $7.5 million, respectively, to cost of services for the six months ended September 30, 2025. Gross profit for services was $107.6 million in the six months ended September 30, 2025, compared to $68.6 million in the same period in 2024. As a percentage of services revenues, gross profit increased to 61.2% in the six months ended September 30, 2025, from 60.5% in the same period in 2024.
Current wording
Cost of services increased by $28.4 million, or 37.7%, to $103.7 million in the nine months ended December 31, 2025, from $75.3 million in the same period in 2024. The Fleet Complete acquisition added an incremental $14.8 million of cost of services for the nine months ended December 31, 2025. The amortization of acquisition intangibles for the MiX Telematics and Fleet Complete transactions contributed an incremental $7.8 million in the aggregate to cost of services for the nine months ended December 31, 2025. Gross profit for services was $163.2 million in the nine months ended December 31, 2025, compared to $119.9 million in the same period in 2024. As a percentage of services revenues, gross profit remained relatively consistent at 61.2% in the nine months ended December 31, 2025, compared to 61.4% in the same period in 2024.
Previous wording
SG&A EXPENSES. SG&A expenses increased by $15.7 million, or 17.0%, to $107.8 million in the six months ended September 30, 2025, compared to $92.1 million in the same period in 2024, principally due to Fleet Complete business acquired which contributed $29.8 million and higher investments in go-to-market, offset in part by a decrease in acquisition-related expenses of $14.4 million, a decrease in accelerated stock-based compensation costs of $4.7 million and cost saving synergies realized for the six months ended September 30, 2025. As a percentage of revenues, SG&A expenses decreased to 50.0% in the six months ended September 30, 2025, from 60.4% in the same period in 2024.
Current wording
SG&A EXPENSES. SG&A expenses increased by $12.1 million, or 8.2%, to $159.6 million in the nine months ended December 31, 2025, compared to $147.5 million in the same period in 2024. The increase was driven primarily by the acquisition of Fleet Complete, which added an incremental $29.4 million of SG&A expenses for the nine months ended December 31, 2025, as well as higher investments in go-to-market initiatives. These increases were partially offset by a $19.4 million decrease in acquisition-related expenses for the nine-month period ended December 31, 2025. As a percentage of revenues, SG&A expenses decreased to 48.5% for the nine months ended December 31, 2025, compared to 57.0% in the same period in 2024, reflecting improved operating leverage following the Fleet Complete acquisition.
Previous wording
R&D EXPENSES. R&D expenses increased by $2.5 million, or 38.5%, to $9.1 million in the six months ended September 30, 2025, compared to $6.5 million in the same period in 2024, principally due to $2.7 million incurred by Fleet Complete. As a percentage of revenues, R&D expenses decreased to 4.2% in the six months ended September 30, 2025, from 4.3% in the same period in 2024.
Current wording
R&D EXPENSES. R&D expenses increased by $2.5 million, or 22.1%, to $13.6 million in the nine months ended December 31, 2025, compared to $11.2 million in the same period in 2024. The Fleet Complete acquisition added an incremental $2.5 million of R&D expenses for the nine months ended December 31, 2025. As a percentage of revenues, R&D expenses were 4.1% in the nine months ended December 31, 2025, compared to 4.3% in the same period in 2024.
Previous wording
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $14.5 million, or $(0.11) per basic and diluted share, for the six months ended September 30, 2025, as compared to net loss of $24.2 million, or $(0.23) per basic and diluted share, for the same period in 2024. The net loss was primarily the result of $6.3 million in acquisition, integration and restructuring related expenses.
Current wording
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $17.9 million, or $(0.13) per basic and diluted share, for the nine months ended December 31, 2025, as compared to net loss of $38.6 million, or $(0.33) per basic and diluted share, for the same period in 2024. The $20.7 million decrease in net loss was driven primarily by a $19.4 million decrease in acquisition-related expenses.
Previous wording
We define adjusted EBITDA as net loss attributable to common stockholders before non-controlling interest, preferred stock dividend, interest expense (net), other expense (net), income tax expense, depreciation and amortization, stock-based compensation, foreign currency losses, restructuring-related expenses, derivative mark-to market adjustment, acquisition-related expenses and integration-related expenses. Upon further review of our non-GAAP financial reporting, we refined our definition of adjusted EBITDA by removing recognition of pre-October 1, 2024 contract assets (Fleet Complete). Comparative information has been adjusted to conform with the updated presentation.
Current wording
We define adjusted EBITDA as net loss attributable to common stockholders before non-controlling interest, preferred stock dividend, interest expense (net), other income (net), income tax expense, depreciation and amortization, stock-based compensation, foreign currency losses, restructuring-related expenses, derivative mark-to market adjustment, acquisition-related expenses and integration-related expenses. Upon further review of our non-GAAP financial reporting, we refined our definition of adjusted EBITDA by removing recognition of pre-October 1, 2024 contract assets (Fleet Complete). Comparative information has been adjusted to conform with the updated presentation.
Previous wording
Powerfleet Israel drew $30 million in March 2024, using a portion to repay approximately $11.2 million under the prior term loans under the Prior Credit Agreement and distributing the remainder to us. In December 2024, the Borrowers entered into an amendment to the A&R Credit Agreement, increasing the principal amount available under Hapoalim Facility D from $10 million to $20 million, available through December 31, 2025. As of September 30, 2025, Powerfleet Israel had utilized approximately $17.2 million under the Hapoalim Revolving Facilities.
Current wording
Powerfleet Israel drew $30 million in March 2024, using a portion to repay approximately $11.2 million under the prior term loans under the Prior Credit Agreement and distributing the remainder to us. In December 2024, the Borrowers entered into an amendment to the A&R Credit Agreement, increasing the principal amount available under Hapoalim Facility D from $10 million to $20 million, available through December 31, 2025, which was subsequently extended to June 30, 2026. As of December 31, 2025, Powerfleet Israel had utilized approximately $18.8 million under the Hapoalim Revolving Facilities.
Previous wording
On March 7, 2024, we entered into the Facilities Agreement with RMB, pursuant to which RMB agreed to provided us with the RMB Facilities totaling $85 million, composed of RMB Facility A and RMB Facility B, each having a principal amount of $42.5 million. We drew $85 million in March 2024, which primarily funded our Series A Preferred Stock redemption. On October 31, 2025, we and RMB agreed to amend and restate the Facilities Agreement. Pursuant to the Amended and Restated Facilities Agreement, interest is payable quarterly, at a fixed annual rate of 8.699% until March 31, 2027 and, thereafter, 4.86% per annum plus the applicable term SOFR reference rate, with respect to RMB Facility A, and a fixed annual rate of 8.979%, with respect to RMB Facility B, with principal repayments for RMB Facility A and RMB Facility B due March 31, 2028 and March 31, 2029, respectively.
Current wording
On March 7, 2024, we entered into the Facilities Agreement with RMB, pursuant to which RMB agreed to provided us with the RMB Facilities totaling $85 million, composed of RMB Facility A and RMB Facility B, each having a principal amount of $42.5 million. We drew $85 million in March 2024, which primarily funded our Series A Preferred Stock redemption. On October 31, 2025, we and RMB agreed to amend and restate the Facilities Agreement. Pursuant to the Amended and Restated Facilities Agreement, interest is payable quarterly, at a fixed annual rate of 8.699% until March 31, 2027 and, thereafter, 4.85% per annum plus the applicable term SOFR reference rate, with respect to RMB Facility A, and a fixed annual rate of 8.979%, with respect to RMB Facility B, with principal repayments for RMB Facility A and RMB Facility B due March 31, 2028 and March 31, 2029, respectively.
Previous wording
MiX Telematics also maintains the RMB General Facility, repayable on demand, with a 365-day term and an interest rate linked to the South African prime rate minus 0.75% per annum. Repayment of the RMB General Facility, including capitalized interest, is due by the earlier of (a) the Available Date (as defined therein) or (b) April 2, 2026, unless extended by agreement between MiX Telematics and RMB. As of September 30, 2025, $20.2 million of the RMB General Facility was utilized.
Current wording
MiX Telematics also maintains the RMB General Facility, repayable on demand, with a 365-day term and an interest rate linked to the South African prime rate minus 0.75% per annum. Repayment of the RMB General Facility, including capitalized interest, is due by the earlier of (a) the Available Date (as defined therein) or (b) April 2, 2026, unless extended by agreement between MiX Telematics and RMB. As of December 31, 2025, $21.4 million of the RMB General Facility was utilized.
Previous wording
As of September 30, 2025, we had cash and cash equivalents (including restricted cash) of $32.5 million and working capital of $11.5 million, compared to cash and cash equivalents (including restricted cash) of $48.8 million and working capital of $18.1 million as of March 31, 2025. As of September 30, 2025, Pointer had utilized $17.2 million under the Hapoalim Revolving Facilities. The available undrawn facility balance at September 30, 2025 was $12.8 million. As of September 30, 2025,$20.2 million of the RMB General Facility was utilized.
Current wording
As of December 31, 2025, we had cash and cash equivalents (including restricted cash) of $35.9 million and working capital of $15.1 million, compared to cash and cash equivalents (including restricted cash) of $48.8 million and working capital of $18.1 million as of March 31, 2025. As of December 31, 2025, Pointer had utilized $18.8 million under the Hapoalim Revolving Facilities. The available undrawn facility balance at December 31, 2025 was $11.2 million. As of December 31, 2025,$21.4 million of the RMB General Facility was utilized.
Previous wording
During thesix months ended September 30, 2025, net cash provided by operating activities was $10.2 million, compared to net cash used in operating activities of $10.8 million for the same period in 2024. The net cash provided by operating activities for the six months ended September 30, 2025 primarily included $31.8 million for depreciation and amortization expense, $4.4 million for bad debts expense, $4.4 million of non-cash charges for stock-based compensation, $0.6 million for ROU asset amortization and $1.6 million for other non-cash items, partially offset by $0.8 million for derivative mark-to-market adjustment. Changes in operating assets and liabilities included:
Current wording
During the nine months ended December 31, 2025, net cash provided by operating activities was $20.5 million, compared to net cash used in operating activities of $16.9 million for the same period in 2024. The net cash provided by operating activities for the nine months ended December 31, 2025 primarily included $47.7 million for depreciation and amortization expense, $6.5 million for bad debts expense, $5.9 million of non-cash charges for stock-based compensation, $1.8 million for inventory reserve adjustments, $2.9 million for ROU asset amortization and $0.5 million for other non-cash items, partially offset by $3.7 million for deferred income taxes and $2.1 million for derivative mark-to-market adjustment. Changes in operating assets and liabilities included:
Previous wording
•an increase in accounts receivables of $7.6 million;
Current wording
•an increase in accounts receivables of $15.7 million;
Previous wording
•a decrease in deferred costs of $4.7 million;
Current wording
•an increase in deferred costs of $6.6 million;
Previous wording
•an increase in inventory, net of reserve of $4.8 million;
Current wording
•an increase in inventory, net of reserve of $5.2 million;
Previous wording
•an increase in prepaid expenses and other assets of $1.0 million; and
Current wording
•a decrease in prepaid expenses and other assets of $1.1 million;
Previous wording
•a decrease in lease liabilities of $1.0 million;
Current wording
•a decrease in lease liabilities of $2.9 million; and
Previous wording
•an increase in accrued severance payable of $0.4 million.
Current wording
•a decrease in accrued severance payable of $1.3 million; partially offset by
Previous wording
•an increase in accounts payable of $2.5 million; and
Current wording
•an increase in accounts payable of $11.0 million; and
Previous wording
•a decrease in deferred revenue of $0.6 million; partially offset by
Current wording
•an increase in deferred revenue of $0.6 million.
Previous wording
Cash flow from operating activities for the three and six months ended September 30, 2025 includes approximately $1,346 and $2,849, respectively ($0 and $0, respectively for the three and six months ended September 30, 2024), which represent recoveries, through customer billings, of the contract asset recognized at acquisition for hardware delivered by Fleet Complete prior to October 1, 2024. Under ASC 606, such hardware was identified as a separate performance obligation satisfied at the point of delivery, resulting in the recognition of a contract asset at the acquisition date for hardware delivered prior to the acquisition. This contract asset is being recovered post-acquisition through customer billings.
Current wording
Cash flows from operating activities for the three and nine months ended December 31, 2025 include approximately $1.2 million and $4.0 million, respectively ($2.0 million and $2.0 million for the three and nine months ended December 31, 2024, respectively), which represent recoveries, through customer billings, of the contract asset recognized at acquisition for hardware delivered by Fleet Complete prior to October 1, 2024. Under ASC 606, such hardware was identified as a separate performance obligation satisfied at the point of delivery, resulting in the recognition of a contract asset at the acquisition date for hardware delivered prior to the acquisition. This contract asset is being recovered post-acquisition through customer billings.
Previous wording
Net cash used in investing activities for thesix months ended September 30, 2025 was $23.9 million, compared to net cash provided by investing activities of$12.9 million for the same period in 2024. The net cash used by investing activities was primarily due to $12.5 million for the purchase of fixed assets and $11.5 million for capitalized software development costs. The net cash provided by investing activities of $12.9 million in the same period in 2024 was primarily due to $27.5 million in net cash assumed from the MiX Combination, partially offset by $10.5 million for the purchase of fixed assets and $4.7 million for capitalized software development costs.
Current wording
Net cash used in investing activities for the nine months ended December 31, 2025 was $31.9 million, compared to net cash used in investing activities of $160.5 million for the same period in 2024. The net cash used by investing activities was primarily due to $17.7 million for the purchase of fixed assets and $14.1 million for capitalized software development costs. The net cash used in investing activities of $160.5 million in the same period in 2024 was primarily due to $137.1 million in net cash assumed from the MiX Combination and FC Acquisition, $16.6 million for the purchase of fixed assets and $7.3 million for capitalized software development costs.
Previous wording
During thesix months ended September 30, 2025, net cash used in financing activities was $3.3 million, compared to $22.3 million net cash used in financing activities for the same period in 2024. The cash used in financing activities was primarily due to the repayment of short-term bank debt of $0.6 million, and repayment of long-term debt of$2.7 million. The decrease in net cash used in financing activities during the six months ended September 30, 2024 was primarily due to the repayment of Series A Preferred Stock of $90.3 million following the MiX Combination, partially offset by $61.9 million received from our private placement, less costs, related to the FC Acquisition and $10.0 million received from short-term bank debt.
Current wording
During the nine months ended December 31, 2025, net cash used in financing activities was $2.0 million, compared to $107.6 million net cash provided by financing activities for the same period in 2024. The cash used in financing activities was primarily due to the repayment of long-term debt of $4.1 million, partially offset by the cash proceeds from the increase in short-term bank debt of $2.1 million. The net cash provided by financing activities during the nine months ended December 31, 2024 was primarily due to proceeds from long-term debt of $125.0 million, less $1.4 million of related debt costs, $66.5 million of net proceeds from our private placement in connection with the FC Acquisition, $11.9 million of proceeds from short-term bank debt, and $0.9 million of proceeds from the exercise of stock options, partially offset by the repayment of $90.3 million of Series A Preferred Stock following the MiX Combination, the purchase of $2.8 million of treasury stock upon vesting of restricted stock, and the repayment of $2.1 million of long-term debt.