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Powerfleet, Inc. (AIOT)

CIK: 0001774170. SIC: 3669 Communications Equipment, NEC. Latest 10-K as of: 2026-06-15.

SIC breadcrumb: Manufacturing > Electronic And Other Electrical Equipment And Components, Except Computer Equipment > SIC 3669 Communications Equipment, NEC

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1774170. Latest filing source: 0001628280-26-043187.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue443,777,000USD20262026-06-15
Net income-20,552,000USD20262026-06-15
Assets955,565,000USD20262026-06-15

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-15. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001774170.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2017201820192020202120222023202420252026
Revenue40,958,00053,064,00081,915,000113,593,000125,960,000135,912,000133,736,000362,515,000443,777,000
Net income-10,963,000-9,007,000-12,766,000-6,754,000-5,675,000-50,987,000-20,552,000
Operating income-4,091,000-5,736,000-9,758,000-3,458,000-8,172,000-6,971,000-12,557,000-25,885,00019,576,000
Gross profit20,927,00025,798,00038,364,00059,017,00059,753,00064,993,00067,076,000194,537,000246,422,000
Diluted EPS-0.64-0.49-0.49-0.43-0.15
Operating cash flow3,919,000-1,702,000-7,269,0008,848,000-5,390,0001,249,0004,397,000-3,345,00030,461,000
Capital expenditures4,011,0003,464,00020,008,00021,618,000
Share buybacks652,000317,000211,000141,0002,836,0000.00
Assets57,803,000223,033,000219,564,000229,867,000218,056,000217,746,000308,680,000910,071,000955,565,000
Liabilities26,269,00091,460,00088,284,00085,007,00077,042,00079,825,000179,771,000463,329,000473,950,000
Stockholders' equity31,534,00084,190,00079,213,00092,111,00068,905,00057,542,00038,531,000446,592,000475,494,000
Cash and cash equivalents5,097,00010,159,00016,395,00018,127,00026,452,00017,680,00019,022,00024,354,00044,392,00036,496,000
Free cash flow-2,762,000933,000-23,353,0008,843,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2017201820192020202120222023202420252026
Net margin-13.38%-7.93%-10.13%-4.97%-4.24%-14.06%-4.63%
Operating margin-9.99%-10.81%-11.91%-3.04%-6.49%-5.13%-9.39%-7.14%4.41%
Return on equity-13.02%-11.37%-13.86%-9.80%-9.86%-11.42%-4.32%
Return on assets-4.92%-4.10%-5.55%-3.10%-2.61%-5.60%-2.15%
Liabilities / equity0.831.091.110.921.121.394.671.041.00
Current ratio1.941.641.801.981.821.403.901.121.13

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-15. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001774170.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2023-Q12023-03-3132,839,0004,769,0000.11reported discrete quarter
2023-Q22023-06-3032,050,000-2,977,000-0.12reported discrete quarter
2023-Q32023-09-3034,195,000-3,674,000-0.14reported discrete quarter
2023-Q42023-12-3134,652,000-3,793,000derived Q4 = FY annual - nine-month YTD
2025-Q12024-06-3075,430,000-22,312,000-0.21reported discrete quarter
2025-Q22024-09-3077,018,000-1,888,000-0.02reported discrete quarter
2025-Q32024-12-31106,429,000-14,349,000-0.11reported discrete quarter
2025-Q42025-03-31103,638,000-12,439,000derived Q4 = FY annual - nine-month YTD
2026-Q12025-06-30104,121,000-10,234,000-0.08reported discrete quarter
2026-Q22025-09-30111,679,000-4,288,000-0.03reported discrete quarter
2026-Q32025-09-30-4,288,000reported discrete quarter
2026-Q32025-12-31113,487,000-0.03reported discrete quarter
2026-Q42026-03-31114,490,000-2,666,000derived Q4 = FY annual - nine-month YTD

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-006487.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-02-09. Report date: 2025-12-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the consolidated financial condition and results of operations of Powerfleet, Inc. and its subsidiaries (“Powerfleet,” the “Company,” “we,” “our” or “us”) should be read in conjunction with the condensed consolidated financial statements and related notes thereto appearing in Part I, Item 1 of this report and Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (our “Form 10-K”). Many of the amounts and percentages in this section have been rounded for convenience of presentation, but actual recorded amounts have been used in computations. Accordingly, some information may appear not to be computed accurately.

Cautionary Note Regarding Forward-Looking Statements

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.

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.

There may be other factors of which we are currently unaware or which we currently deem immaterial that may cause our actual results to differ materially from the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date they are made and are expressly qualified in their entirety by the cautionary statements included in this report. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances occurring after the date they were made or to reflect the occurrence of unanticipated events, or otherwise.

Overview

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.

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

On April 2, 2024, we acquired MiX Telematics, and on October 1, 2024, we acquired Fleet Complete. Since the closing of these acquisitions, we have made significant progress in integrating the businesses into our operations, with alignment of core functions and early realization of operational synergies.

36

Recent Developments

Fluctuations in currency values, continued supply chain disruptions, changes in tariff policies and import and export restrictions, and the conflict in the Middle East have resulted in significant economic disruption and adversely impacted the broader global economy, including our customers and suppliers. Given the dynamic and uncertain nature of the current macroeconomic environment, we cannot reasonably estimate the impact of such developments on our financial condition, results of operations or cash flows into the foreseeable future. While we do not currently believe that inflation and recently pronounced tariffs have had a material impact on our condensed consolidated financial statements, the ultimate extent of the effects of these developments remains highly uncertain, and such effects could exist for an extended period of time.

Risks to Our Business

We expect that many customers who utilize our solutions will do so as part of a large-scale deployment of these solutions across multiple or all divisions of their organizations. A customer’s decision to deploy our solutions throughout its organization will involve a significant commitment of its resources. Accordingly, initial implementations may precede any decision to deploy our solutions enterprise-wide. Throughout this sales cycle, we may spend considerable time and expense educating and providing information to prospective customers about the benefits of our solutions, and there can be no assurance that our solutions will be deployed on a wider scale by the customer.

The timing of the deployment of our solutions may vary widely and will depend on the specific deployment plan of each customer, the complexity of the customer’s organization and the difficulty of such deployment. Customers with substantial or complex organizations may deploy our solutions in large increments on a periodic basis. Accordingly, we may receive purchase orders for significant dollar amounts on an irregular and unpredictable basis. Long sales cycles, as well as our expectation that customers will tend to place large orders sporadically with short lead times, may cause our revenue and results of operations to vary significantly and unexpectedly from quarter to quarter. These variations could materially and adversely affect the market price of our common stock.

Our ability to increase our revenues and generate net income will depend on a number of factors, including, for example, our ability to:

•increase sales of products and services to our existing customers;

•convert our initial programs into larger or enterprise-wide purchases by our customers;

•increase market acceptance and penetration of our products; and

•develop and commercialize new products and technologies.

Additional risks and uncertainties to which we are subject are described under the heading “Risk Factors” in our Form 10-K.

Critical Accounting Policies

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.

37

Results of Operations

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

Three Months Ended December 31,

Nine Months Ended December 31,

2024

2025

2024

2025

Revenues:

Products

23.2 

%

19.7 

%

24.6 

%

19.0 

%

Services

76.8 

%

80.3 

%

75.4 

%

81.0 

%

Total revenues

100.0 

%

100.0 

%

100.0 

%

100.0 

%

Cost of revenues:

Cost of products

16.1 

%

13.5 

%

16.9 

%

13.3 

%

Cost of services

28.7 

%

31.3 

%

29.1 

%

31.5 

%

Total cost of revenues

44.8 

%

44.8 

%

46.0 

%

44.8 

%

Gross profit

55.2 

%

55.2 

%

54.0 

%

55.2 

%

Operating expenses:

Selling, general and administrative expenses

52.1 

%

45.6 

%

57.0 

%

48.5 

%

Research and development expenses

4.3 

%

4.0 

%

4.3 

%

4.1 

%

Total operating expenses

56.4 

%

49.6 

%

61.3 

%

52.6 

%

(Loss) profit from operations

(1.2)

%

5.6 

%

(7.3)

%

2.6 

%

Interest income

0.3 

%

0.1 

%

0.3 

%

0.2 

%

Interest expense, net

(7.5)

%

(6.0)

%

(5.7)

%

(6.3)

%

Other (expense) income, net

(1.9)

%

— 

%

(0.4)

%

(0.5)

%

Net loss before income taxes

(10.2)

%

(0.3)

%

(13.0)

%

(4.0)

%

Income tax expense

(3.3)

%

(2.6)

%

(1.9)

%

(1.4)

%

Net loss before non-controlling interest

(13.5)

%

(3.0)

%

(14.9)

%

(5.4)

%

Non-controlling interest

— 

%

— 

%

— 

%

— 

%

Net loss

(13.5)

%

(3.0)

%

(14.9)

%

(5.4)

%

Preferred stock dividend

— 

%

— 

%

(0.0)%

— 

%

Net loss attributable to common stockholders

(13.5)

%

(3.0)

%

(14.9)

%

(5.4)

%

38

Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024

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.

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.

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.

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.

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, 202

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-06-15. Report date: 2026-03-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to assist you in understanding our financial condition and results of operations and should be read in conjunction with the financial statements and related notes included elsewhere in this Form 10-K. Many of the amounts and percentages in this section have been rounded for convenience of presentation, but actual recorded amounts have been used in computations. Accordingly, some information may appear not to be computed accurately.

This section of this Form 10-K discusses our financial condition and results of operations for the fiscal years ended March 31, 2026 and 2025, and year-to-year comparisons between fiscal years 2026 and 2025 in accordance with GAAP. A discussion of our financial condition and results of operations and our liquidity and capital resources for the fiscal year ended December 31, 2023 and the three months ended March 31, 2025 and 2024 and year-to-year comparisons between the fiscal years ended March 31, 2025 and December 31, 2023, and the three months ended March 31, 2025 and 2024 that are not included in this Form 10-K can be found under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 26, 2025.

Overview

We are a global provider of AIoT solutions providing valuable connected business intelligence for managing high-value enterprise and mid-market assets that improve operational efficiencies.

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

Our Unity data highway and AIoT ecosystem is the centerpiece of our strategy. Unity has the capability to ingest data from multiple data sources, harmonizing and transforming the dataset, and delivering simply understood actionable insights through a unified SaaS platform and deep integrations with customer business systems.

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

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

Within the Unity ecosystem, our Powerfleet for Warehouse, Yard and Site AIoT solutions are designed to provide on-premise or in-facility asset safety, compliance and operator management, monitoring, and visibility for warehouse and factory trucks such as forklifts, man-lifts, tuggers and ground support equipment at airports. These solutions utilize a variety of communications capabilities such as Bluetooth®, WiFi, and proprietary radio frequency technology, as well as AI video solutions for pedestrian proximity detection and incident prevention.

Additionally, within the Unity ecosystem, our Powerfleet for On-Road AIoT and AI video solutions are designed to provide bumper-to-bumper AIoT asset management, monitoring, and visibility for over-the-road based assets such as heavy trucks, dry-van trailers, refrigerated trailers and shipping containers and their associated cargo. These AIoT solutions provide mobile-asset tracking and condition-monitoring solutions to meet the transportation market’s desire for greater visibility, safety, security, and productivity throughout global supply chains. Our On-Road AIoT solutions extend to all mobile assets, whether it is a rental car, a private fleet, or automotive OEM partners. We achieve this by providing critical information that can be used to increase revenues, reduce costs, enhance safety and sustainability, deliver compliance, and improve customer service.

Our patented technologies are proven solutions for organizations that must monitor and analyze their assets to improve safety, increase efficiency, reduce costs, and drive profitability. Our offerings are sold under the global brands Powerfleet, Pointer, Cellocator, MiX by Powerfleet and Fleet Complete.

We have incurred recurring losses and negative cash flows from operations since inception and had an accumulated deficit of $226.3 million as of March 31, 2026.

38

Critical Accounting Estimates

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States in the preparation of our consolidated financial statements. We believe the following accounting policies involve a high degree of judgment and complexity, and our other significant accounting policies are described in Note 2 to our consolidated financial statements included in this Form 10-K. Certain accounting policies involve significant judgments and assumptions by our management that can have a material impact on the carrying value of certain assets and liabilities. The judgments and assumptions used by our management are based on historical experience and other factors that our management believes to be reasonable under the circumstances. Because of the nature of these judgments and assumptions, actual results could differ significantly from these judgments and estimates, which could have a material impact on the carrying values of our assets and liabilities and our results of operations. Our critical accounting estimates, assumptions and judgments that we believe have the most significant impact on our consolidated results are described below.

Goodwill and Intangibles

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill and intangible assets deemed to have indefinite lives are not amortized and are tested for impairment on an annual basis and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets other than goodwill are amortized over their useful lives unless the lives are determined to be indefinite. Intangible assets are carried at cost, less accumulated amortization. Intangible assets consist of trademarks and trade names, patents, customer relationships and other intangible assets. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. We operate with one operating segment, which is our only reporting unit and segment presented in the consolidated financial statements. We test our goodwill for impairment annually, which is October 1 or when an indicator of impairment exists, by comparing the fair value of the reporting unit to its carrying value.

We test for goodwill impairment at the reporting unit level on October 1 of each year and between annual tests if a triggering event indicates the possibility of an impairment. As of October 1, 2025, we performed a quantitative assessment whereby the fair value of the reporting unit is calculated using a market approach. The fair value of the reporting unit was substantially more than its carrying value.

During the quarter ended March 31, 2026, we experienced a decline in our market capitalization as a result of a decrease in our stock price, which represented a triggering event requiring our management to perform quantitative goodwill impairment tests. We performed a quantitative assessment whereby the fair value of our single reporting unit, including the implied control premium, was estimated and compared to our market capitalization as of March 31, 2026 to determine if the fair value is reasonable compared to external market indicators. Market capitalization is determined by multiplying the number of shares of our common stock outstanding by the market price of our common stock as of the assessment date. The control premium, or the amount paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company, is determined by utilizing data from publicly available premium studies for similarly situated public company transactions. As a result of this quantitative assessment, we determined that the fair value of the reporting unit was not less than its carrying amount and thus goodwill was not impaired as of March 31, 2026. Changes in judgments, assumptions, and estimates could result in significantly different fair value estimates.

For the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, we did not incur an impairment charge.

Business Combinations

We recognize the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Determining these fair values requires management to make significant estimates and assumptions, especially with respect to intangible assets.

39

We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair value. During the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill or bargain purchase to the extent that we identify adjustments to the preliminary fair values. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the consolidated statements of operations.

For the fair value estimates, we used (i) forecasted future cash flows, (ii) historical and projected financial information, (iii) revenue growth rates, (iv) customer attrition rates, (v) royalty rates, and (vi) discount rates, as relevant, that market participants would consider when estimating fair values.

Results of Operations

The following table sets forth certain items related to our consolidated statements of operations as a percentage of revenues for the periods indicated and should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 10-K. A detailed discussion of the material changes in our operating results is set forth below.

40

Year Ended March 31,

2025

2026

Revenues:

Products

23.6 

%

18.9 

%

Services

76.4 

%

81.1 

%

Total revenues

100.0 

%

100.0 

%

Cost of revenues:

Cost of products

17.1 

%

13.3 

%

Cost of services

29.2 

%

31.1 

%

Total cost of revenues

46.3 

%

44.5 

%

Gross profit

53.7 

%

55.5 

%

Operating expenses:

Selling, general and administrative expenses

56.4 

%

47.0 

%

Research and development expenses

4.4 

%

4.1 

%

Total operating expenses

60.8 

%

51.1 

%

(Loss) income from operations

(7.1)

%

4.4 

%

Interest income

0.3 

%

0.2 

%

Interest expense

(5.6)

%

(6.2)

%

Other expense

(0.3)

%

(0.9)

%

Net loss before income taxes

(12.8)

%

(2.5)

%

Income tax expense

(1.2)

%

(2.0)

%

Net loss before non-controlling interest

(14.1)

%

(4.5)

%

Non-controlling interest

0.0%

(0.1)

%

Net loss

(14.1)

%

(4.6)

%

Preferred stock dividend

0.0%

0.0%

Net loss attributable to common stockholders

(14.1)

%

(4.6)

%

41

Year Ended March 31, 2026 Compared to Year Ended March 31, 2025

REVENUES. Revenues increased by $81.3 million, or 22.4%, to $443.8 million in the year ended March 31, 2026, from $362.5 million in the year ended March 31, 2025.

Revenues from products decreased by $1.6 million, or 1.9%, to $84.0 million in the year ended March 31, 2026, from $85.6 million in the year ended March 31, 2025. The decline in product revenues reflects the continued transition toward bundled service offerings and the impact of higher tariffs in the United States.

Revenues from services increased by $82.9 million, or 29.9%, to $359.8 million in the year ended March 31, 2026, from $276.9 million in the year ended March 31, 2025. The increase was primarily attributable to the FC Acquisition, which added $55.8 million of incremental service revenues for the year ended March 31, 2026. Excluding the impact of the acquisition, the increase in services revenues was driven primarily by underlying organic growth initiatives across the combined business, partially offset by the continued strategic de-emphasis of certain non-core lines of business.

COST OF REVENUES. Cost of revenues increased by $29.4 million, or 17.5%, to $197.4 million in the year ended March 31, 2026, from $168.0 million in the year ended March 31, 2025. Gross profit was $246.4 million in the year ended March 31, 2026, compared to $194.5 million in the year ended March 31, 2025. As a percentage of revenues, gross profit increased to 55.5% in the year ended March 31, 2026, from 53.7% in the year ended March 31, 2025. This was primarily driven by high margin services revenue comprising 81.1% of total revenues in year ended March 31, 2026, compared to 76.4% for the same period in 2025.

Cost of products decreased by $2.8 million, or 4.5%, to $59.2 million in the year ended March 31, 2026, from $62.0 million in the year ended March 31, 2025. Gross profit for products was $24.8 million in the year ended March 31, 2026, compared to $23.6 million in the year ended March 31, 2025. As a percentage of product revenues, gross profit increased to 29.6% in the year ended March 31, 2026, from 27.6% in the year ended March 31, 2025. The increase in gross profit as a percentage of product revenues was primarily attributable to more favorable product mix, with a larger proportion of sales generated by higher-margin product lines, including in-warehouse solutions.

Cost of services increased by $32.2 million, or 30.4%, to $138.2 million in the year ended March 31, 2026, from $106.0 million in the year ended March 31, 2025. The amortization of acquisition intangibles for the MiX Telematics, Fleet Complete, and RTS Solutions Africa transactions contributed $22.8 million and $14.8 million in the aggregate to cost of services for the year ended March 31, 2026 and March 31, 2025, respectively. Gross profit for services was $221.6 million in the year ended March 31, 2026, compared to $170.9 million in the year ended March 31, 2025. As a percentage of service revenues, gross profit remained relatively consistent at 61.6% in the year ended March 31, 2026 compared to 61.7% in the year ended March 31, 2025.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative (“SG&A”) expenses increased by $4.1 million, or 2.0%, to $208.5 million for the year ended March 31, 2026, compared to $204.4 million for the year ended March 31, 2025. For the year ended March 31, 2025, SG&A expenses included $21.3 million in acquisition-related expenses, $4.9 million in integration-related costs, $10.1 million in restructuring charges, and $4.7 million in accelerated stock-based compensation expenses. For the year ended March 31, 2026, SG&A expenses included $1.7 million in acquisition-related expenses, $3.9 million in integration-related costs, $4.9 million in restructuring charges. The significant reduction in these transaction- and integration-related costs was more than offset by the inclusion of SG&A expenses from the Fleet Complete business acquired, which was the primary driver of the year-over-year increase in SG&A expenses.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development (“R&D”) expenses increased by $2.3 million, or 14.3%, to $18.4 million in the year ended March 31, 2026, compared to $16.1 million in the year ended March 31, 2025. The FC Acquisition added an incremental $2.5 million of R&D expenses for the year ended March 31, 2026.

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $20.6 million, or $(0.15) per basic and diluted share, for the year ended March 31, 2026, as compared to net loss of $51.0 million, or $(0.43) per basic and diluted share, for the year ended March 31, 2025. The $30.5 million decrease in net loss was driven primarily by reduction of $19.6 million of acquisition-related expenses, $1.0 million integration-related costs, $5.2 million restructuring charges, and $4.7 million accelerated stock-based compensation expenses.

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Non-GAAP Financial Information

We use certain measures to assess the financial performance of our business. Certain of these measures are termed “non-GAAP measures” because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with GAAP, or are calculated using financial measures that are not calculated in accordance with GAAP. These non-GAAP measures include adjusted EBITDA.

An explanation of the relevance of the non-GAAP measure, a reconciliation of the non-GAAP measure to the most directly comparable measure calculated and presented in accordance with GAAP, and a discussion of its limitations is set out below. We do not regard these non-GAAP measures as a substitute for, or superior to, the equivalent measure calculated and presented in accordance with GAAP or that calculated using financial measures that are calculated in accordance with GAAP.

Adjusted EBITDA

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

We have included adjusted EBITDA in this Form 10-K because it is a key measure that our management and board of directors use to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results. Because our method for calculating adjusted EBITDA may differ from other companies’ methods, the non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

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

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Reconciliation of Net Loss Attributable to Common Stockholders to Adjusted EBITDA

​

Year Ended March 31,

(In thousands)

2025 (1)

2026

Net loss attributable to common stockholders

$

(51,012)

$

(20,552)

Non-controlling interest

18 

608 

Preferred stock dividend

25 

— 

Interest expense, net

19,404 

26,746 

Other (income) expense, net

— 

129 

Income tax expense (benefit)

4,517 

8,688 

Depreciation and amortization

47,494 

60,280 

Stock-based compensation

9,362 

7,541 

Foreign currency losses

1,790 

3,862 

Restructuring-related expenses

10,077 

4,923 

Derivative mark-to-market adjustment

(504)

(775)

Acquisition-related expenses

21,300 

1,689 

Integration-related expenses

4,851 

3,893 

Adjusted EBITDA

$

67,322 

$

97,032 

(1) Following the closing of the FC Acquisition, we included an EBITDA adjustment related to the recognition of pre-October 1, 2024, contract assets. This adjustment represented recoveries, through customer billings, of the contract asset recognized at acquisition for hardware delivered by Fleet Complete prior to October 1, 2024. This adjustment was intended to give investors a clearer view of underlying operating performance and cash generation. The goal was to better align adjusted EBITDA with operating cash flows.

For the years ended March 31, 2025 and 2026, we reported adjusted EBITDA of $67.3 million and $97.0 million, respectively. During the same periods, we also invoiced recoveries of $3.8 million, and $5.0 million, respectively, which are included in cash flows from operating activities in the condensed consolidated statement of cash flows.

Our use of adjusted EBITDA has limitations as analytical tools and should not be considered as performance measures in isolation from, or as a substitute for, analysis of our results as reported under GAAP.

Some of these limitations are:

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;

•adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

•other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure; and

•certain of the adjustments (such as restructuring-related expenses and integration-related expenses) made in calculating adjusted EBITDA are those that management believes are not representative of our underlying operations and, therefore, are subjective in nature.

Because of these limitations, adjusted EBITDA should be considered alongside other financial performance measures, including loss from operations, net loss and our other results.

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Liquidity and Capital Resources

Overview

On April 2, 2024, we completed the MiX Combination, pursuant to which MiX Telematics became our indirect, wholly owned subsidiary. Concurrently with the closing, we redeemed all outstanding shares of our Series A Preferred Stock for approximately $90.3 million using proceeds from the RMB Facilities and incremental borrowing capacity available under our refinanced Hapoalim credit facilities.

Since the closing of the MiX Combination, we have continued to optimize our capital structure through the refinancing of existing debt facilities, including the A&R Credit Agreement and RMB Facilities Agreements (as defined below). These transactions have enhanced our liquidity and extended our debt maturities, while increasing our available revolving borrowing capacity to support working capital and growth initiatives.

Debt Facilities

Hapoalim Debt

On March 18, 2024, our wholly owned subsidiaries Powerfleet Israel and Pointer entered into the A&R Credit Agreement with Hapoalim, which refinanced the prior facilities under, and amended and restated, the Prior Credit Agreement. The A&R Credit Agreement provides an aggregate borrowing capacity of approximately $50 million, consisting of two NIS-denominated term loans totaling $30 million (Hapoalim Facility A and Hapoalim Facility B) and two revolving credit facilities totaling $20 million (Hapoalim Facility C and Hapoalim Facility D).

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 June 30, 2026. As of March 31, 2026, Powerfleet Israel had utilized approximately $18.4 million under the Hapoalim Revolving Facilities.

Borrowings are secured by first ranking and exclusive fixed and floating charges, including over the entire share capital of Pointer and over the assets of Pointer and excluding the Borrowers’ holdings in specified foreign subsidiaries. Interest rates for borrowings under Hapoalim Facility A and Hapoalim Facility B are Hapoalim’s prime rate + 2.2% per annum and Hapoalim’s prime rate + 2.3% (Hapoalim’s prime rate was 5.5% at March 31, 2026), respectively. The Hapoalim Term Facilities will mature on March 18, 2029, with Hapoalim Facility A amortizing quarterly and Hapoalim Facility B due at maturity.

Interest rates for borrowings under Hapoalim Facility C is, with respect to NIS-denominated loans, Hapoalim’s prime rate + 2.5% and, with respect to U.S. dollar-denominated loans, SOFR + 2.15%. Borrowings under Hapoalim Facility D bear interest at SOFR + 2.59%. In addition, Pointer is required to pay a credit allocation fee in NIS, in each case, equal to 0.5% per annum on undrawn and uncancelled amounts of the Hapoalim Revolving Facilities during the period commencing on March 18, 2024 and ending on the last day of the applicable availability period of the Hapoalim Revolving Facilities. The Hapoalim Revolving Facilities are available for successive one-month periods until and including February 27, 2027, unless the Borrowers deliver prior notice to Hapoalim of their request not to renew the Hapoalim Revolving Facilities.

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RMB Debt

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 to, among other things, (i) extend the final maturity date of RMB Facility A by 12 months, (ii) update the interest rates of the RMB Facilities, and (iii) update certain financial covenants to conform to the Facility Agreement. Pursuant to a First Amendment and Restatement Agreement with RMB, which amended and restated the Facilities Agreement (as amended and restated, the “Amended and Restated Facilities Agreement” and, together with the Facility Agreement, the “RMB Facilities Agreements”), 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.

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 March 31, 2026, $20.6 million of the RMB General Facility was utilized.

Subsequent to March 31, 2026, we continued discussions with RMB regarding the establishment of a new general banking facility and certain additional operational banking facilities in connection with the transition of our South African transactional banking relationship to RMB. The proposed arrangements include a general banking facility intended to support working capital and cash management requirements, as well as additional operational banking facilities supporting transactional banking activities. The proposed facilities have received credit approval from RMB and remain subject to the execution of definitive documentation and receipt of certain corporate approvals. We expect to finalize the arrangements following completion of these internal approval and documentation processes.

On September 27, 2024, we entered into the Facility Agreement with RMB, pursuant to which RMB agreed to provide us with the New RMB Term Facility totaling $125 million. We drew $125 million on October 1, 2024 to fund a portion of the purchase price for the FC Acquisition. Interest is payable quarterly at an interest rate of 5% per annum plus the applicable term SOFR reference rate and matures on October 31, 2029.

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 R180 million. 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 the closing date of the New Facilities Agreement. As of March 31, 2026, $5.0 million of the New RMB Facilities was utilized. Debt obligations are further discussed in Note 11, “Short-Term Bank Debt and Long-Term Debt” to our consolidated financial statements included elsewhere in this Form 10-K.

Liquidity Position

As of March 31, 2026, we had cash and cash equivalents (including restricted cash) of $40.8 million and working capital of $21.2 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 March 31, 2026, Pointer had $18.4 million outstanding under the Hapoalim Revolving Facilities, with $11.6 million of remaining borrowing capacity. As of March 31, 2026, $21.4 million of the RMB General Facility was outstanding. As of March 31, 2026, $5.0 million of the New RMB Facilities was outstanding and the $5.0 million remained available for borrowing. No amounts were outstanding under the New RMB Facility B, which had available borrowing capacity of R180 million or $10.6 million at March 31, 2026. In the aggregate, we had approximately $27.1 million of available short-term borrowing capacity as of March 31, 2026.

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We continue to monitor the effects of inflation, foreign currency volatility, and regional geopolitical instability, including the ongoing conflicts in the Middle East, on our supply chain and operating cash flows. There remains uncertainty surrounding the potential impact of such events on our results of operations and cash flows. Management is proactively managing liquidity through reductions in discretionary operating expenses and capital expenditures and increased utilization of available credit facilities to preserve cash.

Capital Requirements and Outlook

Our primary sources of liquidity are cash generated from operations, existing cash balances, and available borrowing capacity under our revolving facilities. Although we expect the MiX Combination and FC Acquisition to generate incremental cash flow benefits through operational synergies, we have not yet generated sufficient cash flow solely from operations to fund all our capital and financing needs.

Our future capital requirements will depend on several factors, including, but not limited to:

•the timing and success of new product launches;

•revenue growth and margin trends;

•integration costs and realized synergies from recent business combinations and acquisitions;

•the pace of discretionary spending and capital investments; and

•potential strategic acquisitions.

We believe that our current cash balances, expected cash flows from operations, and borrowing capacity under our existing credit facilities will be sufficient to meet our operating, debt service, and capital expenditure requirements for at least the next 12 months. We may, however, seek additional financing or capital market transactions to support long-term strategic initiatives or refinance existing debt.

Operating Activities

During the year ended March 31, 2026, net cash provided by operating activities was $30.5 million, compared to net cash used in operating activities of $3.3 million during the year ended March 31, 2025. The net cash provided by operating activities for the year ended March 31, 2026 primarily included non-cash charges of $60.3 million for depreciation and amortization expense, $11.0 million for bad debts expense, $7.5 million for stock-based compensation, $4.1 million for ROU asset amortization, and $2.3 million for inventory write-downs, partially offset by $2.2 million for other non-cash items and $0.8 million for derivative mark-to-market adjustment. Changes in operating assets and liabilities included:

•an increase in accounts receivables of $21.2 million;

•an increase in inventory, net of write-downs of $4.5 million;

•a decrease in prepaid expenses and other assets of $2.2 million;

•an increase in deferred costs of $8.5 million;

•an increase in deferred revenue of $1.6 million;

•an increase in accounts payable of $5.2 million;

•an increase in lease liabilities of $3.7 million; and

•a decrease in net severance fund of $1.0 million.

Investing Activities

Net cash used in investing activities for the year ended March 31, 2026 was $39.7 million, compared to net cash used in investing activities of $170.6 million for the year ended March 31, 2025. The net cash used by investing activities was primarily due to $21.6 million for the purchase of fixed assets and $18.5 million for capitalized software development costs. The net cash used in investing activities of $170.6 million in the year ended March 31, 2025 was primarily due to $137.1 million in acquisitions, net of cash assumed from the MiX Combination and FC Acquisition, $20.0 million for the purchase of fixed assets and $13.8 million for capitalized software development costs.

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Financing Activities

Net cash provided by financing activities was $0.2 million for the year ended March 31, 2026, compared to net cash provided by financing activities of $115.7 million for the year ended March 31, 2025. The 2026 balance was primarily driven by $5.6 million in repayments of long-term debt and $5.7 million in proceeds from short-term bank borrowings. The cash provided by financing activities in the 2025 period was primarily driven by $125.0 million in proceeds from long-term debt and $66.5 million in gross proceeds from a private placement completed in connection with the FC Acquisition, partially offset by related offering costs. Additional sources of cash included $19.6 million in proceeds from short-term bank borrowings and $1.9 million from the exercise of stock options. These inflows were partially offset by $90.3 million used for the redemption of Series A Preferred Stock in connection with the MiX Combination, $2.8 million used for the repurchase of common stock related to tax withholding on vested restricted stock awards, and $2.6 million in repayments of long-term debt. Debt issuance costs totaled $1.4 million during the 2025 period.

Contractual Obligations and Commitments

Our estimated future obligations consist of leases and debt as of March 31, 2026. For additional discussion on our leases and other commitments, refer to Notes 11, “Short-Term Bank Debt and Long-Term Debt,” and 18, “Leases,” to our consolidated financial statements included elsewhere in this Form 10-K.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Impact of Recently Issued Accounting Pronouncements

The Company is subject to recently issued accounting standards, accounting guidance and disclosure requirements. For a description of these new accounting standards, see Note 2 to our consolidated financial statements contained in Item 8 of Part II of this Form 10-K, which is incorporated herein by reference.

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