Powerfleet, Inc.
For the period ended Sep 30, 2026. Filed Nov 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.
Sep 30, 2026 · Filed Nov 9, 2026
AIOT$2.79+3.7%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001628280-26-055222
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001628280-26-072142
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 111 previous paragraphs and 122 current paragraphs.
65 unchanged; 30 reworded; 27 added; 15 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 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 (27)
Current report
•our ability to successfully execute large-scale customer deployments and strategic contracts, including the timing and pace of installations, availability of necessary hardware and resources, customer implementation requirements and the timing of associated revenue recognition, and increased reliance on significant customer programs to achieve our anticipated growth;
Current report
•our ability to achieve our financial outlook, anticipated growth, profitability and cash flow objectives, including risks associated with the timing of customer deployments, revenue recognition, changes in revenue mix and realization of anticipated operating leverage;
Current report
•our level of indebtedness, debt service obligations, availability of liquidity, compliance with the terms of our financing arrangements, and our ability to obtain additional capital on acceptable terms when required; and
Current report
REVENUES. Revenues increased by $4.0 million, or 3.6%, to $115.7 million in the three months ended September 30, 2026, from $111.7 million in the same period in 2025.
Current report
Product revenues decreased by $1.8 million, or 8.2%, to $20.5 million in the three months ended September 30, 2026, from $22.4 million in the same period in 2025, primarily reflecting lower product sales in Africa and Australia due to the variable nature of product sales.
Current report
Services revenue increased by $5.9 million, or 6.6%, to $95.2 million in the three months ended September 30, 2026, from $89.3 million in the same period in 2025, primarily reflecting growth in Unity safety and AI video solutions and $0.7 million contributed by Powerfleet FMX (Pty) Ltd (previously RTS) ("FMX") and $1.4 million contributed by EKS.
Current report
COST OF REVENUES AND GROSS PROFIT. Cost of revenues increased by $4.8 million, or 9.8%, to $53.9 million in the three months ended September 30, 2026, from $49.1 million for the same period in 2025. Gross profit was $61.8 million in the three months ended September 30, 2026, compared to $62.6 million for the same period in 2025. As a percentage of revenues, gross profit was 53.4% in the three months ended September 30, 2026, compared to 56.0% in the same period in 2025.
Current report
Cost of products decreased by $0.6 million, or 4.0%, to $14.7 million in the three months ended September 30, 2026, from $15.3 million in the same period in 2025, consistent with the decrease in product revenue. Gross profit for products was $5.8 million in the three months ended September 30, 2026, compared to $7.1 million in the same period in 2025. As a percentage of product revenues, gross profit decreased to 28.3% in the three months ended September 30, 2026, from 31.5% in the same period in 2025, primarily due to an unfavorable shift in product mix.
Current report
Cost of services increased by $5.4 million, or 16.0%, to $39.2 million in the three months ended September 30, 2026, from $33.8 million in the same period in 2025. Gross profit for services was $56.0 million in the three months ended September 30, 2026, compared to $55.5 million in the same period in 2025. As a percentage of services revenues, gross profit was 58.8% in the three months ended September 30, 2026, compared to 62.2% in the same period in 2025, primarily due to increased amortization of capitalized software development costs and acquired intangible assets.
Current report
SELLING, GENERAL AND ADMINISTRATIVE (“SG&A”) EXPENSES. SG&A expenses increased by $1.6 million, or 2.9%, to $55.7 million in the three months ended September 30, 2026, compared to $54.2 million in the same period in 2025. The increase included a $3.0 million increase in sales and marketing expenses, a $2.5 million increase in restructuring-related and one-time benefit expenses and $0.3 million of litigation-related expenses, partially offset by a $0.3 million decrease in integration-related expenses. Acquisition-related expenses were substantially unchanged. As a percentage of revenues, SG&A expenses decreased to 48.1% in the three months ended September 30, 2026, compared to 48.5% for the same period in 2025. As a percentage of revenues, SG&A expenses, excluding $4.6 million in acquisition-related expenses, integration-related expenses, restructuring-related costs and litigation-related costs, decreased to 44.2% in the three months ended September 30, 2026, from 46.6% excluding the $2.1 million acquisition-related expenses, integration-related expenses, and restructuring-related costs in 2025. The decrease is primarily due to cost savings from the synergies realized as a result of the MiX Combination and FC Acquisition.
Current report
INTEREST EXPENSE. Interest expense decreased $0.8 million, or 11.2%, to $6.2 million in the three months ended September 30, 2026, from $7.0 million in the same period in 2025, primarily reflecting a $0.2 million decrease in interest expense on the Hapoalim Credit Facilities and a $0.2 million decrease in interest expense on the New RMB Term Facility.
Current report
OTHER EXPENSES. Other expenses increased $1.3 million to $1.8 million in the three months ended September 30, 2026, from $0.5 million in the same period in 2025. The change primarily reflected a $2.1 million unfavorable year-over-year movement in the derivative mark-to-market adjustment, from a $0.9 million gain in 2025 to a $1.2 million loss in 2026, partially offset by a $1.5 million decrease in foreign currency losses to $0.1 million from $1.6 million.
Current report
INCOME TAX EXPENSE. Income tax expense decreased $0.9 million to $0.4 million in the three months ended September 30, 2026, from $1.3 million in the same period in 2025. The effective tax rate was (6.3)% compared with (42.1)%. The effective tax rate differed from the U.S. federal statutory rate primarily due to the mix of domestic and foreign earnings, valuation allowances against deferred tax assets in certain jurisdictions and discrete items.
Current report
Six Months Ended September 30, 2026 Compared to Six Months Ended September 30, 2025
Current report
REVENUES. Revenues increased by $10.7 million, or 5.0%, to $226.5 million in the six months ended September 30, 2026, from $215.8 million in the same period in 2025.
Current report
Product revenues decreased by $3.0 million, or 7.5%, to $37.0 million for the six months ended September 30, 2026, from $40.0 million in the prior-year period, primarily reflecting lower product sales in the Africa, Australia, and Middle East regions due to the variable nature of product sales.
Current report
RESEARCH AND DEVELOPMENT EXPENSES. R&D expenses increased by $0.1 million, or 0.8%, to $9.1 million in the six months ended September 30, 2026, compared to $9.1 million in the same period in 2025. As a percentage of revenues, R&D expenses were 4.0% in the six months ended September 30, 2026, compared to 4.2% in the same period in 2025.
Current report
INTEREST EXPENSE. Interest expense decreased $0.6 million, or 4.2%, to $13.2 million in the six months ended September 30, 2026, from $13.8 million in the same period in 2025, including decreases of $0.4 million on the New RMB Term Facility and $0.2 million on the Hapoalim Credit Facilities.
Current report
OTHER EXPENSES. Other expenses increased $0.4 million to $2.2 million in the six months ended September 30, 2026, from $1.8 million in the same period in 2025. The change primarily reflected a $1.1 million unfavorable year-over-year movement in the derivative mark-to-market adjustment, from a $0.8 million gain in 2025 to a $0.3 million loss in 2026, partially offset by a $1.3 million decrease in foreign currency losses to $1.4 million from $2.7 million.
Current report
INCOME TAX EXPENSE. Income tax expense increased $0.2 million to $1.8 million in the six months ended September 30, 2026, from $1.6 million in the same period in 2025. The effective tax rate was (13.4)% compared with (12.7)%. The effective tax rate differed from the U.S. federal statutory rate primarily due to the mix of domestic and foreign earnings, valuation allowances against deferred tax assets in certain jurisdictions and discrete items.
Current report
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $15.3 million, or $(0.11) per basic and diluted share, for the six months ended September 30, 2026, as compared to net loss of $14.5 million, or $(0.11) per basic and diluted share, for the same period in 2025. The change primarily reflected a $4.4 million increase in SG&A expenses, a $0.4 million increase in other expenses, and a $0.2 million increase in income tax expense, partially offset by a $3.9 million increase in gross profit and a $0.6 million decrease in interest expense.
Current report
We have agreed to enter into a device financing facility with RMB, primarily to support deployment under our South African National Treasury contract. The facility remains subject to the negotiation and execution of definitive documentation. Under the proposed facility, RMB would fund the upfront cost of devices, with repayment to be made from contracted customer payments over the term of the contract. We would retain the customer relationship and continue to provide and bill the service. We expect the facility to support our hardware-as-a-service model by aligning hardware deployment costs with customer demand and reducing the upfront cash requirements associated with new deployments.
Current report
As of September 30, 2026, approximately $23.1 million was outstanding under the Hapoalim Revolving Credit Facilities.
Current report
Our largest source of operating cash is payments received from our customers. Our primary uses of cash from operating activities are for employee-related expenditures, sales and marketing expenses, general and administrative costs, and purchases of inventory and connected device costs. We have supplemented working capital through additional borrowing capacity under our existing credit facilities.
Current report
Cash provided by operating activities mainly consists of our net loss adjusted for certain non-cash items, including non-controlling interest, stock-based compensation, depreciation and amortization, bad debt expense, right-of-use assets non- cash lease expense, inventory reserve adjustments, derivative mark-to-market adjustments, deferred income taxes, and changes in operating assets and liabilities during each period.
Current report
Net cash provided by operating activities was $4.8 million for the six months ended September 30, 2026. This consisted of net loss of $15.3 million, adjusted for non-cash charges of $45.1 million, partially offset by $25.0 million of cash used in changes in our operating assets and liabilities. The non-cash charges were primarily composed of depreciation and amortization of $33.5 million, stock-based compensation expense of $5.1 million, and bad debts expense of $4.6 million. Changes in our operating assets and liabilities during the six months ended September 30, 2026 reflect higher accounts receivable from customers; increases in inventory levels to meet anticipated demand, increased prepaid expenses and deferred costs, a decrease in deferred revenue, and a net decrease in accounts payable and accrued expenses.
Current report
Net cash provided by operating activities was $10.2 million for the six months ended September 30, 2025. This consisted of net loss of $14.5 million, adjusted for non-cash charges of $41.5 million, partially offset by $16.7 million of cash used in changes in our operating assets and liabilities. The non-cash charges were primarily composed of depreciation and amortization of $31.8 million, stock-based compensation expense of $4.4 million, and bad debts expense of $4.4 million. Changes in our operating assets and liabilities during the six months ended September 30, 2025 reflect higher accounts receivable from customers; increases in inventory levels to meet anticipated demand, and increased prepaid expenses and deferred costs. These increases were partially offset by lower vendor payments thus increasing accounts payable and accrued expenses.
Removed paragraphs (15)
Previous report
•our ability to obtain additional capital to fund our operations; and
Previous report
The following table sets forth, for the periods indicated, certain operating information expressed as a percentage of revenue:
Previous report
REVENUES. Revenues increased by $6.7 million, or 6.4%, to $110.8 million in the three months ended June 30, 2026, from $104.1 million in the same period in 2025.
Previous report
Product revenues decreased by $1.2 million, or 6.7%, to $16.5 million for the three months ended June 30, 2026, from $17.7 million in the prior-year period. The decrease primarily reflected the timing of late-in-the-quarter shipments within one of our product lines, including the deferral of certain customer orders arising from production delays, to which firmware compatibility issues associated with new components were a contributing factor.
Previous report
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 Revolving Credit Facility D from $10 million to $20 million. As of June 30, 2026, Powerfleet Israel had utilized approximately $19.3 million under the Hapoalim Revolving Credit Facilities.
Previous report
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 Term Facility A and Hapoalim Term Facility B are Hapoalim’s prime rate + 2.2% per annum and Hapoalim’s prime rate + 2.3% (Hapoalim’s prime rate was 5.25% at June 30, 2026), respectively. The Hapoalim Term Facilities will mature on March 18, 2029, with Hapoalim Term Facility A amortizing quarterly and Hapoalim Term Facility B due at maturity.
Previous report
Interest rates for borrowings under Hapoalim Revolving Credit 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 Revolving Credit 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 Credit Facilities during the period commencing on March 18, 2024 and ending on the last day of the applicable availability period of the Hapoalim Revolving Credit Facilities. The Hapoalim Revolving Credit 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 Credit Facilities.
Previous report
During the three months ended June 30, 2026, net cash provided by operating activities was $8.4 million, compared to net cash provided by operating activities of $4.7 million for the same period in 2025. The net cash provided by operating activities for the three months ended June 30, 2026 primarily included $16.2 million for depreciation and amortization expense, $3.0 million for bad debts expense, $3.1 million of non-cash charges for stock-based compensation, $0.6 million for inventory reserve adjustments, $1.2 million for ROU asset amortization and $1.2 million for other non-cash items, partially offset by $1.5 million for deferred income taxes and $0.9 million for derivative mark-to-market adjustment. Changes in operating assets and liabilities included:
Previous report
•a decrease in accounts receivables of $0.9 million;
Previous report
•an increase in deferred costs of $3.0 million;
Previous report
•a decrease in inventory, net of reserve of $0.7 million;
Previous report
•an increase in prepaid expenses and other assets of $2.1 million; and
Previous report
•a decrease in lease liabilities of $1.0 million; partially offset by
Previous report
•an increase in accounts payable of $0.7 million; and
Previous report
•an increase in deferred revenue of $0.1 million.
Reworded paragraphs (30)
Previous wording
•disruptions in our global supply chain, performance issues or failures by subcontractors, and reliance on a limited number of suppliers for critical components and services;
Current wording
•disruptions or constraints in our global supply chain or production processes, component availability or compatibility issues, performance issues or failures by subcontractors, and reliance on a limited number of suppliers for critical components and services, any of which could delay product deliveries, customer deployments or revenue recognition;
Previous wording
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 and by the risk factors and other disclosures contained in our filings with the
Current wording
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 and by the risk factors and other disclosures contained in our filings with the SEC. 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 the statement was made or to reflect the occurrence of unanticipated events, or otherwise.
Previous wording
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.
Current wording
On April 2, 2024, we acquired MiX Telematics (the “MiX Combination”), and on October 1, 2024, we acquired Fleet Complete (the “FC Acquisition”). Since the closing of these acquisitions, we have made significant progress in integrating the businesses into our operations, with alignment of core functions and realization of operational synergies.
Previous wording
High interest rates, moderating but persistent inflationary pressures, fluctuations in currency exchange rates, continued supply chain disruptions, and ongoing geopolitical conflicts, such as the conflicts in the Middle East, have contributed to significant global economic uncertainty. In addition, disruptions in global trade, including the imposition of tariffs, export controls and other trade restrictions, as well as evolving monetary and fiscal policies in major economies, have further effected macroeconomic stability and created additional uncertainty for global commerce. More recent disruptions, including periodic shipping constraints in key maritime routes, have also contributed to supply chain volatility.
Current wording
High interest rates, moderating but persistent inflationary pressures, fluctuations in currency exchange rates, continued supply chain disruptions, and ongoing geopolitical conflicts, such as the conflicts in the Middle East, have contributed to significant global economic uncertainty. In addition, disruptions in global trade, including the imposition of tariffs, export controls and other trade restrictions, as well as evolving monetary and fiscal policies in major economies, have further affected macroeconomic stability and created additional uncertainty for global commerce. More recent disruptions, including periodic shipping constraints in key maritime routes, have also contributed to supply chain volatility.
Previous wording
Our products incorporate specialized electronic components, including cellular communication modules, GPS chipsets and other semiconductors, which are available from a limited number of suppliers. Integrating new components can require modification of our device firmware. During the three months ended June 30, 2026, we experienced production delays within one of our product lines that resulted in the deferral of certain customer orders. A contributing factor to these delays was firmware compatibility issues that we identified while validating certain new components. We are working to resolve these issues and currently expect to do so during the quarter ending September 30, 2026, although we can provide no assurance as to the timing of resolution. Component transitions of this nature may require additional engineering time and expense and could delay the completion and delivery of finished products in future periods.
Current wording
Our products incorporate specialized electronic components, including cellular communication modules, GPS chipsets and other semiconductors, which are available from a limited number of suppliers. Integrating new components can require modifications to our device firmware and hardware. During the three months ended June 30, 2026, we experienced production delays within one of our product lines that resulted in the deferral of certain customer orders. During the three months ended September 30, 2026, we released a firmware update that addressed the principal compatibility issue and fulfilled a substantial majority of the affected orders. Certain engineering and validation activities remained ongoing, and we continued to monitor the availability of certain obsolete or limited-source components and evaluate alternative components and manufacturing solutions. These activities have required additional development and engineering efforts. Future component transitions of this nature may require additional engineering time and expense and could delay the completion and delivery of finished products in future periods.
Previous wording
For the three-month period ended June 30, 2026, there were no significant changes to our critical accounting policies as identified in our Form 10-K.
Current wording
For the three- and six-month periods ended September 30, 2026, there were no significant changes to our critical accounting policies as identified in our Form 10-K.
Previous wording
RESEARCH AND DEVELOPMENT EXPENSES. Research and development (“R&D”) expenses decreased by $0.5 million, or 10.2%, to $4.4 million in the three months ended June 30, 2026, compared to $4.9 million in the same period in 2025, primarily due to an increase in R&D costs capitalized as a result of a greater portion of employee hours being devoted to projects that qualified for capitalization. As a percentage of revenues, R&D expenses were 3.9% in the three months ended June 30, 2026, compared to 4.7% in the same period in 2025.
Current wording
RESEARCH AND DEVELOPMENT (“R&D”) EXPENSES. R&D expenses increased to $4.8 million in the three months ended September 30, 2026 from $4.2 million in the same period in 2025, primarily due to a lower percentage of development costs qualifying for capitalization. As a percentage of revenues, R&D expenses were 4.1% in the three months ended September 30, 2026, compared to 3.8% in the same period in 2025.
Previous wording
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $8.4 million, or $(0.06) per basic and diluted share, for the three months ended June 30, 2026, as compared to net loss of $10.2 million, or $(0.08) per basic and diluted share, for the same period in 2025. The $1.8 million decrease in net loss was driven primarily by an increase in gross profit, partially offset by the increase in SG&A expenses.
Current wording
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS. Net loss attributable to common stockholders was $6.9 million, or $(0.05) per basic and diluted share, for the three months ended September 30, 2026, as compared to net loss of $4.3 million, or $(0.03) per basic and diluted share, for the same period in 2025. The increase in net loss primarily reflected a $2.9 million decrease in profit from operations and a $1.3 million increase in other expense, partially offset by a $0.8 million decrease in interest expense and a $0.9 million decrease in income tax expense.
Previous wording
Services revenue increased by $7.8 million, or 9.1%, to $94.3 million in the three months ended June 30, 2026, compared to $86.5 million in the same period in 2025. The increase in services revenues for the combined business (reflecting Powerfleet following the completion of the MiX Combination and FC Acquisition) was driven primarily by Unity safety and AI video solutions.
Current wording
Services revenue increased by $13.7 million, or 7.8%, to $189.5 million in the six months ended September 30, 2026, compared to $175.8 million in the same period in 2025. The increase in services revenues was driven primarily by Unity safety and AI video solutions including $1.4 million contributed by FMX and $1.4 million contributed by EKS.
Previous wording
COST OF REVENUES. Cost of revenues increased by $2.0 million, or 4.2%, to $49.6 million in the three months ended June 30, 2026, from $47.6 million for the same period in 2025, primarily attributable to higher costs associated with the growth in services revenue, partially offset by lower product-related costs resulting from the decline in product revenues. Gross profit was $61.2 million in the three months ended June 30, 2026, compared to $56.5 million for the same period in 2025. As a percentage of revenues, gross profit increased to 55.2% in the three months ended June 30, 2026, from 54.2% in the same period in 2025. This was primarily driven by an increase in higher margin services revenue that comprised 85.1% of total revenues in the three months ended June 30, 2026, compared to 83.0% for the same period in 2025.
Current wording
COST OF REVENUES AND GROSS PROFIT. Cost of revenues increased by $6.8 million, or 7.0%, to $103.5 million in the six months ended September 30, 2026, from $96.7 million for the same period in 2025, primarily attributable to higher costs associated with the growth in services revenue, partially offset by lower product-related costs resulting from the decline in product revenues. Gross profit was $123.0 million in the six months ended September 30, 2026, compared to $119.1 million for the same period in 2025. As a percentage of revenues, gross profit decreased to 54.3% in the six months ended September 30, 2026, from 55.2% in the same period in 2025. Higher-margin services revenue comprised 83.7% of total revenues in the six months ended September 30, 2026, compared to 81.5% for the same period in 2025; however, the services margin decreased due to an increase in capitalized software development costs amortization and amortization of acquisition intangibles.
Previous wording
Cost of products decreased by $0.3 million, or 2.0%, to $13.0 million in the three months ended June 30, 2026, from $13.2 million in the same period in 2025. Gross profit for products was $3.5 million in the three months ended June 30, 2026, compared to $4.4 million in the same period in 2025. As a percentage of product revenues, gross profit decreased to 21.3% in the three months ended June 30, 2026, from 25.1% in the same period in 2025. Gross profit as a percentage of product revenues was negatively impacted by an unfavorable shift in product mix.
Current wording
Cost of products decreased by $0.9 million, or 3.0%, to $27.7 million in the six months ended September 30, 2026, from $28.5 million in the same period in 2025. Gross profit for products was $9.3 million in the six months ended September 30, 2026, compared to $11.5 million in the same period in 2025. As a percentage of product revenues, gross profit decreased to 25.2% in the six months ended September 30, 2026, from 28.7% in the same period in 2025. Gross profit as a percentage of product revenues was negatively impacted by an unfavorable shift in product mix.
Previous wording
Cost of services increased by $2.2 million, or 6.5%, to $36.7 million in the three months ended June 30, 2026, from $34.4 million in the same period in 2025. The amortization of acquisition intangibles for the MiX Telematics, Fleet Complete and RTS transactions contributed $6.1 million and $5.8 million in the aggregate to cost of services for the three months ended June 30, 2026 and 2025, respectively. Gross profit for services was $57.7 million in the three months ended June 30, 2026, compared to $52.1 million in the same period in 2025. As a percentage of services revenues, gross profit increased to 61.1% in the three months ended June 30, 2026, compared to 60.2% in the same period in 2025.
Current wording
Cost of services increased by $7.7 million, or 11.2%, to $75.8 million in the six months ended September 30, 2026, from $68.2 million in the same period in 2025. The amortization of acquisition intangibles for the MiX Combination, the FC Acquisition and RTS Acquisition contributed $13.4 million and $11.6 million in the aggregate to cost of services for the six months ended September 30, 2026 and 2025, respectively. Gross profit for services was $113.7 million in the six months ended September 30, 2026, compared to $107.6 million in the same period in 2025. As a percentage of services revenues, gross profit decreased to 60.0% in the six months ended September 30, 2026, compared to 61.2% in the same period in 2025.
Previous wording
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative (“SG&A”) expenses increased by $2.9 million, or 5.3%, to $56.5 million in the three months ended June 30, 2026, compared to $53.7 million in the same period in 2025. The increase was driven primarily by higher investments in go-to-market initiatives, including higher sales and marketing costs. These increases were partially offset by a $0.9 million and $1.4 million decrease in acquisition-related and restructuring charges for the period ended June 30, 2026, compared to June 30, 2025. As a percentage of revenues, SG&A expenses were 51.0% for the three months ended June 30, 2026, compared to 51.5% in the same period in 2025.
Current wording
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses increased by $4.4 million, or 4.1%, to $112.2 million in the six months ended September 30, 2026, compared to $107.8 million in the same period in 2025, primarily reflecting increased investment in go-to-market initiatives, including a $6.5 million increase in sales and marketing expenses to $43.5 million, and a $1.1 million increase in restructuring-related and one-time benefit expenses. These increases were partially offset by a $1.3 million decrease in general and administrative expenses, a $0.9 million decrease in acquisition-related expenses and a $0.3 million decrease in integration-related expenses. As a percentage of revenues, SG&A expenses were 49.5% for the six months ended September 30, 2026, compared to 50.0% in the same period in 2025.
Previous wording
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 this non-GAAP measure as a substitute for, or superior to, the equivalent measure calculated and presented in accordance with GAAP or that calculated using financial measure that is calculated in accordance with GAAP.
Current wording
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 are set out below. We do not regard this non-GAAP measure as a substitute for, or superior to, the equivalent measure calculated and presented in accordance with GAAP or that calculated using financial measure that is calculated in accordance with GAAP.
Previous wording
We define adjusted EBITDA as net loss attributable to common stockholders before non-controlling interest, 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, interest expense (net), other expense (net), income tax expense, depreciation and amortization, stock-based compensation, foreign currency losses, restructuring-related and one-time benefit expenses, derivative mark-to-market adjustment, acquisition-related expenses, litigation-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
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.
Current wording
Our use of adjusted EBITDA has limitations as an analytical tool and should not be considered as a performance measure in isolation from, or as a substitute for, analysis of our results as reported under GAAP.
Previous wording
•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.
Current wording
•certain of the adjustments (such as restructuring-related and one-time benefit expenses, litigation-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.
Previous wording
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 Term Facilities and incremental borrowing capacity available under our refinanced Hapoalim credit facilities.
Current wording
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 convertible preferred stock for approximately $90.3 million using proceeds from the RMB Term Facilities and incremental borrowing capacity available under our refinanced Hapoalim Credit Facilities.
Previous wording
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.
Current wording
Since the closing of the MiX Combination, we have continued to optimize our capital structure through the refinancing of existing debt facilities, including the Hapoalim Credit Agreement and RMB Facilities Agreements. 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.
Previous wording
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, dated August 19, 2019 (as amended, 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 Term Facility A and Hapoalim Term Facility B) and two revolving credit facilities totaling $20 million (Hapoalim Revolving Credit Facility C and Hapoalim Revolving Credit Facility D).
Current wording
The Hapoalim Credit Agreement provides an aggregate borrowing capacity of approximately $60 million, consisting of two NIS-denominated term loans totaling $30 million (Hapoalim Term Facility A and Hapoalim Term Facility B) and two revolving credit facilities totaling $30 million (Hapoalim Revolving Credit Facility C and Hapoalim Revolving Credit Facility D).
Previous wording
On March 7, 2024, we entered into the Facilities Agreement with RMB, pursuant to which RMB agreed to provide us with the RMB Term Facilities totaling $85 million, composed of RMB Term Facility A and RMB Term 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 Term Facility A by 12 months, (ii) update the interest rates of the RMB Term Facilities, and (iii) update certain financial covenants to conform to the facility agreement (the “Facility Agreement”) with RMB relating to the New RMB Term Facility. 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 Term Facility A, and a fixed annual rate of 8.979%, with respect to RMB Term Facility B, with principal repayments for RMB Term Facility A and RMB Term Facility B due March 31, 2028 and March 31, 2029, respectively.
Current wording
The RMB Term Facilities consist of two term loan facilities (RMB Term Facility A and RMB Term Facility B), each with an original principal amount of $42.5 million. As amended, RMB Term Facility A matures on March 31, 2028, and RMB Term Facility B matures on March 31, 2029. 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 Term Facility A, and at a fixed annual rate of 8.979% with respect to RMB Term Facility B.
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 June 30, 2026, $18.1 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, was 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, 2026, $20.4 million of the RMB General Facility was utilized.
Previous wording
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.
Current wording
We have a $125 million term loan facility with RMB that matures on October 31, 2029 (New RMB Term Facility). We drew $125 million under the New RMB Term Facility on October 1, 2024 to fund a portion of the purchase price for the FC Acquisition. Interest is payable quarterly at a rate of 5% per annum plus the applicable term SOFR reference rate.
Previous wording
On February 5, 2026, we entered into the RMB Revolving Credit Facilities Agreement with RMB, pursuant to which RMB agreed to provide us and MiX Telematics with the RMB Revolving Credit Facilities, composed of RMB Revolving Credit Facility A in the aggregate principal amount of $10 million and RMB Revolving Credit Facility B in the aggregate principal amount of R180 million. RMB Revolving Credit 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). RMB Revolving Credit 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 RMB Revolving Credit Facilities will mature one year from the closing date of the RMB Revolving Credit Facilities Agreement. As of June 30, 2026, $5.0 million of the RMB Revolving Credit Facilities was utilized. Debt obligations are further discussed in Note 13, “Short-Term Bank Debt and Long-Term Debt” to our condensed consolidated financial statements included elsewhere in this Form 10-Q.
Current wording
On February 5, 2026, we and certain of our subsidiaries entered into an agreement with RMB providing revolving credit facilities of $10 million (RMB Revolving Credit Facility A) and R180 million (RMB Revolving Credit Facility B). The RMB Revolving Credit Facilities mature on February 1, 2027. As of September 30, 2026, $9.8 million of the RMB Revolving Credit Facilities was utilized. Debt obligations are further discussed in Note 13, “Short-Term Bank Debt and Long-Term Debt,” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
As of June 30, 2026, we had cash and cash equivalents (including restricted cash) of $36.7 million and working capital of $15.5 million, compared to cash and cash equivalents (including restricted cash) of $40.8 million and working capital of $21.2 million as of March 31, 2026. As of June 30, 2026, Pointer had $19.3 million outstanding under the Hapoalim Revolving Credit Facilities, with $10.7 million of remaining borrowing capacity. As of June 30, 2026, $18.1 million of the RMB General Facility was outstanding. As of June 30, 2026, $5.0 million of the RMB Revolving Credit Facilities was outstanding and the $5.0 million remained available for borrowing. No amounts were outstanding under the RMB Revolving Credit Facility B, which had available borrowing capacity of R180 million or $11.0 million at June 30, 2026. In the aggregate, we had approximately $29.9 million of available short-term borrowing capacity as of June 30, 2026.
Current wording
As of September 30, 2026, we had cash and cash equivalents (including restricted cash) of $29.8 million and working capital of $3.9 million, compared to cash and cash equivalents (including restricted cash) of $40.8 million and working capital of $21.2 million as of March 31, 2026. As of September 30, 2026, we had $23.1 million outstanding under the Hapoalim Revolving Credit Facilities, with $6.9 million of remaining borrowing capacity. As of September 30, 2026, $20.4 million of the RMB General Facility was outstanding with $1.0 million remaining borrowing capacity. As of September 30, 2026, $9.8 million of the RMB Revolving Credit Facility A was outstanding and $0.2 million remained available for borrowing. No amounts were outstanding under the RMB Revolving Credit Facility B, which had available borrowing capacity of R180 million or $11.0 million at September 30, 2026. In the aggregate, we had approximately $19.1 million of available short-term borrowing capacity as of September 30, 2026.
Previous wording
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.
Current wording
We believe that our current cash balances, expected cash flows from operations and borrowing capacity under our 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 markets transactions to support long-term strategic initiatives, acquisitions or other capital requirements.
Previous wording
Cash flows from operating activities for the three months ended June 30, 2026 include approximately $0.9 million ($1.5 million for the three months ended June 30, 2025), 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 six months ended September 30, 2026 include approximately $0.7 million and $1.6 million, respectively ($1.3 million and $2.8 million for the three and six months ended September 30, 2025, 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 the three months ended June 30, 2026 was $9.0 million, compared to net cash used in investing activities of $11.8 million for the same period in 2025. The net cash used by investing activities was primarily due to $4.9 million for the purchase of fixed assets and $4.1 million for capitalized software development costs. The net cash used in investing activities of $11.8 million in the same period in 2025 was primarily due to $8.1 million for the purchase of fixed assets and $3.7 million for capitalized software development costs.
Current wording
Net cash used in investing activities for the six months ended September 30, 2026 was $21.8 million, compared to net cash used in investing activities of $23.9 million for the same period in 2025. The net cash used in investing activities was primarily due to $12.6 million for the purchase of fixed assets and $9.6 million for capitalized software development costs. The net cash used in investing activities of $23.9 million in the same period in 2025 was primarily due to $12.5 million for the purchase of fixed assets and $11.5 million for capitalized software development costs.
Previous wording
During the three months ended June 30, 2026, net cash used in financing activities was $4.1 million, compared to $6.8 million net cash used in financing activities for the same period in 2025. The cash used in financing activities was primarily due to the repayment of long-term debt of $1.7 million and repayment in short-term bank debt of $2.5 million. The net cash used in financing activities during the three months ended June 30, 2025 was primarily due to the repayment of short-term bank debt of $5.4 million and repayment of long-term debt of $1.3 million.
Current wording
During the six months ended September 30, 2026, net cash provided by financing activities was $4.5 million, compared to $3.3 million of net cash used in financing activities for the same period in 2025. The net cash provided by financing activities was primarily due to $8.0 million of net borrowings under our credit facilities, partially offset by the repayment of long-term debt of $3.3 million. The net cash used in financing activities during the six months ended September 30, 2025 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.
Previous wording
The Company is subject to recently issued accounting standards, accounting guidance and disclosure requirements. For a description of these new accounting standards, see Note 23 to our consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated herein by refer ence.
Current wording
The Company is subject to recently issued accounting standards, accounting guidance and disclosure requirements. For a description of these new accounting standards, see Note 24 to our condensed consolidated financial statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
SEC. 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 the statement was made or to reflect the occurrence of unanticipated events, or otherwise.