Form 8-K

8-K — Powerfleet, Inc.

Accession: 0001493152-26-036746

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001774170

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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2026-08-10

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 10, 2026

POWERFLEET,

INC.

(Exact

Name of Registrant as Specified in its Charter)

Delaware

001-39080

83-4366463

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

123

Tice Boulevard, Woodcliff Lake, New Jersey

07677

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code (201) 996-9000

(Former name

or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.01 per share

AIOT

The

Nasdaq Global Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

August 10, 2026, Powerfleet, Inc. (the “Company”) issued a press release regarding financial results for the fiscal quarter

ended June 30, 2026. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item

7.01. Regulation FD Disclosure.

previously announced, the Company will hold a conference call on August 10, 2026 at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to

discuss the financial results for the fiscal quarter ended June 30, 2026 and provide a business update. The slide presentation that will

accompany the conference call is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The

information in this report is being furnished pursuant to Items 2.02 and 7.01 of Form 8-K. In accordance with General Instruction B.2.

of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section

18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific

reference in such a filing.

Cautionary

Note Regarding Forward-Looking Statements

This

report, including Exhibits 99.1 and 99.2, contains forward-looking statements within the meaning of federal securities laws. The Company’s

actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking

statements as predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,”

“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”

“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”

“continue,” and similar expressions. These forward-looking statements include, without limitation, the Company’s expectations

with respect to its beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance,

as well as the Company’s financial outlook and guidance for fiscal 2027 and the anticipated financial impacts of recent business

combinations and acquisitions. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors,

which may cause their actual results, performance or achievements to be materially different from the future results, performance or

achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements

that could be forward-looking statements. Most of these factors are outside the Company’s control and are difficult to predict.

The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) the possibility that the Company

may not fully realize the anticipated benefits of its acquisitions and ongoing business transformation initiatives; (ii) significant

losses, accumulated deficits and an inability to achieve or sustain profitability; (iii) future global economic, political and business

conditions, including inflation, interest rate increases, foreign exchange instability, geopolitical conflicts, sanctions, export controls

and the potential imposition of tariffs; (iv) the commercial, financial, reputational and regulatory risks to the Company’s business

associated with operating across multiple geographies, including exposure to foreign exchange fluctuations and economic instability in

certain emerging markets; (v) disruptions in the Company’s global supply chain, performance issues or failures by subcontractors,

and reliance on a limited number of suppliers for critical components and services; (vi) the loss of any of the Company’s key customers,

reductions in customer demand or purchasing levels, and reliance on third-party channel partner relationships, including telecommunication

companies and regional distributors; (vii) changes in technology, products and customer expectations, which may be more rapid, costly

or difficult to address, or less effective, than anticipated; (viii) risks associated with the deployment and use of artificial intelligence

and machine learning technologies, including operational, legal, regulatory and reputational risks arising from their development, use

or outputs; (ix) potential breaches, disruptions or failures of the Company’s information technology systems, including risks that

could impair operations, customer access to services, or vendor and customer relationships; (x) our inability to adequately protect the

Company’s intellectual property rights or defend against third-party intellectual property claims; (xi) the Company’s ability

to obtain additional capital to fund its operations; and (xii) such other factors as are set forth in the periodic reports filed by the

Company with the Securities and Exchange Commission (“SEC”), including but not limited to those described under the heading

“Risk Factors” in its annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC

from time to time, which are available via the SEC’s website at http://www.sec.gov. Should one or more of these risks or uncertainties

materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated

by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

The

forward-looking statements included in this report are made only as of the date of this report, and except as otherwise required by applicable

securities law, the Company assumes no obligation, nor does the Company intend to publicly update or revise any forward-looking statements

to reflect subsequent events or circumstances.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press release, dated August 10, 2026.

99.2

Slide presentation, dated August 10, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

POWERFLEET,

INC.

By:

/s/ David

Wilson

Name:

David

Wilson

Title:

Chief

Financial Officer

Date:

August 10, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Powerfleet

Reports Results for First Quarter Fiscal 2027

● Services

revenue increased 9.1% to $94.3 million, representing 85% of total revenue of $110.8 million.

● Cash

flow from operating activities increased 79% to $8.4 million.

● More

than $27 million ARR for near term activation with the South African National Treasury contract.

● New

President & Chief Financial Officer and Chief AI Officer, enhancing leadership team capability

and experience for next phase of the business.

WOODCLIFF

LAKE, N.J., August 10, 2026 /PRNewswire/ - Powerfleet, Inc. (“Powerfleet” or the “Company”) (Nasdaq: AIOT),

a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset industry, today reported its

financial results for the first quarter ended June 30, 2026.

“Our

results demonstrate continued momentum across growth, profitability, and cash generation. High-value services revenue increased 9.1%,

representing 85% of total revenue. Gross margin increased to 55.2%, operating cash flow nearly doubled to $8.4 million, and free cash

flow improved by $6.6 million year-over-year,” said Powerfleet CEO Steve Towe.

“Near-term

demand under our South African National Treasury contract has accelerated significantly faster than anticipated, with vehicles ready

for near-term installation now approximately seven times our original expectation. To support this rollout, we are reallocating resources

and forgoing portions of projected non-strategic South African revenue. Our revised 2027 guidance reflects the timing mismatch

between the non-strategic revenue we’re forgoing and the larger, higher-quality revenue we’re expecting from the contract.

We expect the revenue CAGR from fiscal 2026 through fiscal 2028 to remain consistent with our prior expectations, with stronger growth

in fiscal 2028 fueled by the ramp of the South Africa project. We anticipate annualized Q4’27 revenue of approximately $495 million,

with adjusted EBITDA margins of approximately 27%,” Towe concluded.

Business

Highlights

● In

excess of $27 million of ARR is expected for near term activation under the South African

National Treasury contract, against original expectations of $20–30 million in ARR

ramping over 18 to 24 months. Vehicles mandated for immediate deployment increased to over

70,000 — a 7x increase over the original expectation of approximately 10,000 at this

stage of the program — and are expected to reach 80,000 to 90,000 over the next two

quarters, against a total addressable fleet of 150,000 vehicles.

● Selected

as vendor of choice by a European-headquartered global construction leader to expand its

existing on-road deployment into premium AI video solutions, both on-the-road and in-the-yard,

across 26 countries.

● Signed

three $1 million+ revenue multi-product contracts with manufacturing, logistics, and automotive

leaders, reinforcing the quality of Unity’s platform and portfolio.

● Increased

AI video bookings 20% sequentially, driven by strong customer demand for Unity’s differentiated

safety intelligence SaaS solutions.

● Strong

cross-sell expansion quarter-over-quarter; 12 Fortune 500 customers expanded their on-site

footprint and 10 broadened their AI video adoption in the quarter.

Results

for First Quarter Fiscal 2027 Compared to First Quarter Fiscal 2026

● Revenue

increased 6.4% to $110.8 million.

● Services

revenue increased 9.1% to $94.3 million.

● Gross

margin increased to 55.2% from 54.2%.

● Net

loss attributable to common stockholders improved 17.5% to $8.4 million; loss per share improved

to $(0.06) from $(0.08).

● Adjusted

EBITDA increased 6.9% to $21.5 million.

● Operating

cash flow increased to $8.4 million from $4.7 million in the prior-year quarter, while continuing

to invest in growth through capitalized software development costs of $4.1 million and capital

expenditures of $4.9 million.

● Free

cash flow improved $6.6 million year-over-year, to a net use of cash of $0.5 million from

a net use of cash of $7.1 million in the prior-year quarter.

Leadership

Additions

● President

and Chief Financial Officer. Paul Lalljie joins Powerfleet this week as President & Chief

Financial Officer following a role as a strategic finance advisor to the Company in recent

months. Mr. Lalljie brings 25 years of finance and technology leadership, including as both

CFO and CEO of 2U and as CFO of Neustar. David Wilson will remain with the Company in a consulting

capacity for several months to support a smooth transition. The Company thanks Mr. Wilson

for his significant contribution and partnership through a period of extensive transformation.

As President and CFO, Mr. Lalljie will combine financial leadership with a broader mandate

around operating execution, capital allocation and the Company’s next phase of profitable

growth.

● Chief

AI Officer. Vishal Vallabha joins Powerfleet this week as Chief AI Officer following a role

as a strategic AI advisor to the Company in recent months. Mr. Vallabha brings more than

20 years of experience as a senior technology and AI executive, including CTO and Chief Data/AI

Officer roles at Freeman Company and Lumen Technologies, and most recently as Founding Partner

and CTO at NexGen.ai, where he led AI-enabled transformation engagements for clients including

Microsoft and Bain Capital.

Discussion

of First Quarter Results

Revenue

for the quarter totaled $110.8 million, a 6.4% increase from $104.1 million in the first quarter of fiscal 2026, driven by 9.1% growth

in services revenue, which represented approximately 85% of total revenue.

South

African revenue was approximately $1.6 million lower in the quarter, reflecting the early impact of the reprioritization in the South

African business. In addition, $3.2 million of product revenue was delayed by a production constraint late in the quarter, affecting

a single product line related to a compatibility issue with a new component. The Company identified the problem and the solution, and

production is being restored. Importantly, underlying customer demand and orders remain intact, and the issue does not impact deployment

of the South African National Treasury contract.

This

is a discrete production and revenue-recognition timing issue, not a reflection of customer demand or a broader production constraint.

Given the timing of the recovery, the Company anticipates that some associated Q2 revenue may shift into Q3, with the balance expected

to be recaptured within the fiscal year.

Gross

profit was $61.2 million, and gross margin expanded to 55.2% from 54.2% in the prior-year quarter, reflecting the continued shift in

mix toward higher-margin services revenue.

Income

from operations increased to $0.3 million, compared with an operating loss of $2.0 million in the prior-year quarter. GAAP net loss attributable

to common stockholders improved to $8.4 million, or $(0.06) per basic and diluted share, from a net loss of $10.2 million, or $(0.08)

per basic and diluted share, in the prior-year quarter.

Adjusted

EBITDA, a non-GAAP measure, was $21.5 million in the first quarter, a 7% increase from $20.1 million in the prior-year quarter. A reconciliation

of adjusted EBITDA to GAAP net loss, the most directly comparable GAAP measure, is provided in the tables below.

Balance

Sheet and Capital Resources

of June 30, 2026, the Company’s total available liquidity was $62.7 million, comprising cash and cash equivalents of $32.8 million,

and available borrowing capacity of $29.9 million under the Company’s existing revolving credit facilities. Total outstanding debt

was $278.4 million, and net debt (net of cash, cash equivalents, and restricted cash) was $241.7 million. Adjusted net debt-to-trailing

12-month adjusted EBITDA ratio remained stable at 2.5x compared with fiscal 2026 year-end.

Financial

Outlook

The

Company is updating its full year fiscal 2027 guidance, reflecting the South African reprioritization:

● Revenue

is expected to range from $468 million to $473 million, representing approximately 6% year-over-year

growth at the midpoint.

● Net

loss is expected to range from $6 million to $8 million, with weighted-average fully diluted

shares outstanding of approximately 134 million.

● Adjusted

EBITDA is expected to range from $111 million to $114 million, representing approximately

16% year-over-year growth and a margin of approximately 24% at the midpoint.

● Free

cash flow is expected to range from $20 million to $23 million, consistent with the revised

adjusted EBITDA guidance.

Powerfleet

provides guidance for adjusted EBITDA, adjusted EBITDA margin, and free cash flow, which are non-GAAP financial measures. Powerfleet

does not provide guidance for the most directly comparable GAAP financial measures or a reconciliation of each of these forward-looking

non-GAAP financial measures to the most directly comparable GAAP financial measure because it is unable to predict, without unreasonable

effort, the timing or amount of certain items that are included in the applicable GAAP financial measure but excluded from adjusted EBITDA,

adjusted EBITDA margin, and/or free cash flow. These items may include, among others, stock-based compensation, acquisition-related expenses,

fair-value adjustments, restructuring charges and other non-recurring items. The variability of these items could have a significant

impact on Powerfleet’s future GAAP financial results, and therefore, Powerfleet is unable to provide a reconciliation at this time.

INVESTOR

CONFERENCE CALL AND BUSINESS UPDATE

Powerfleet

management will hold a conference call on Monday, August 10, 2026, at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss results

for the first quarter ended June 30, 2026, and provide a business update.

Date:

Monday, August 10, 2026

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

Toll Free: 888-506-0062

International: 973-528-0011

Participant Access Code: 417796

The

conference call will be broadcast simultaneously and available for replay here. Additionally, both the webcast and accompanying

slide presentation will be available via the investor section of Powerfleet’s website at ir.powerfleet.com.

USE

OF NON-GAAP FINANCIAL MEASURES

Management

evaluates the financial performance of our business on a variety of key indicators, including non-GAAP measures of adjusted EBITDA, adjusted

EBITDA margin, adjusted EBITDA gross margin, adjusted net income per share, adjusted EBITDA leverage ratio, free cash flow, net debt

and adjusted net debt. Reference to these non-GAAP measures should be considered in addition to results prepared under current accounting

standards, but are not a substitute for, or superior to, GAAP results. These non-GAAP measures are provided to enhance investors’

overall understanding of Powerfleet’s current financial performance. Specifically, Powerfleet believes the non-GAAP measures provide

useful information to both management and investors by excluding certain expenses, gains and losses and fluctuations in currency rates

that may not be indicative of its core operating results and business outlook. These non-GAAP measures are not measures of financial

performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to total revenues, net income, net income

margin, gross margin, net income per share, net cash provided by operating activities or total debt as an indicator of operating performance

or liquidity. Because Powerfleet’s method for calculating the non-GAAP measures may differ from other companies’ methods,

the non-GAAP measures may not be comparable to similarly titled measures reported by other companies. A reconciliation of all non-GAAP

financial measures included in this press release to the most directly comparable GAAP financial measures is provided in Annex A titled

“Non-GAAP Financial Measures,” including a description of these non-GAAP financial measures and the reasons why management

uses these measures.

Powerfleet

also presents an illustrative annualized revenue run-rate metric based on the ARR currently under contract and assuming full deployment

of the South African National Treasury contract. This illustrative metric is not prepared in accordance with GAAP, is not intended to

represent fiscal 2027 revenue guidance or a forecast of future revenue and should not be considered a substitute for GAAP revenue.

ABOUT

POWERFLEET

Powerfleet

(Nasdaq: AIOT; JSE: PWR) is a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset

industry. With extensive experience, Powerfleet unifies business operations through the ingestion, harmonization, and integration of

data, irrespective of source, and delivers actionable insights to help companies save lives, time, and money. Powerfleet’s ethos

transcends our data ecosystem and commitment to innovation; our people-centric approach empowers our customers to realize impactful and

sustained business improvement. The Company is headquartered in New Jersey, United States, with offices around the globe. Explore more

at www.powerfleet.com. Powerfleet has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board of the

Johannesburg Stock Exchange (JSE).

CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This

press release contains forward-looking statements within the meaning of federal securities laws. Powerfleet’s actual results may

differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as

predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,”

“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”

“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”

“continue,” and similar expressions.

These

forward-looking statements include, without limitation, our expectations with respect to our beliefs, plans, goals, objectives, expectations,

anticipations, assumptions, estimates, intentions and future performance, as well as including our revised financial outlook and guidance

for fiscal 2027 and the anticipated financial impacts of recent business combinations and acquisitions. Forward-looking statements involve

significant known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements

to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. Most of these factors

are outside our control and are difficult to predict. The risks and uncertainties referred to above include, but are not limited to,

risks related to: (i) the possibility that we may not fully realize the anticipated benefits of our acquisitions and ongoing business

transformation initiatives; (ii) significant losses, accumulated deficits and an inability to achieve or sustain profitability; (iii)

future global economic, political and business conditions, including inflation, interest rate increases, foreign exchange instability,

geopolitical conflicts, sanctions, export controls and the potential imposition of tariffs; (iv) the commercial, financial, reputational

and regulatory risks to our business associated with operating across multiple geographies, including exposure to foreign exchange fluctuations

and economic instability in certain emerging markets; (v) 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; (vi) the loss of any of our key customers, reductions

in customer demand or purchasing levels, and reliance on third-party channel partner relationships, including telecommunication companies

and regional distributors; (vii) changes in technology, products and customer expectations, which may be more rapid, costly or difficult

to address, or less effective, than anticipated; (viii) risks associated with the deployment and use of artificial intelligence and machine

learning technologies, including operational, legal, regulatory and reputational risks arising from their development, use or outputs;

(ix) potential breaches, disruptions or failures of our information technology systems, including risks that could impair operations,

customer access to services, or vendor and customer relationships; (x) our inability to adequately protect our intellectual property

rights or defend against third-party intellectual property claims; (xi) our ability to obtain additional capital to fund our operations;

and (xii) such other factors as are set forth in the periodic reports filed by us with the Securities and Exchange Commission (SEC),

including but not limited to those described under the heading “Risk Factors” in our annual reports on Form 10-K, quarterly

reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC’s website at http://www.sec.gov.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results

may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of

these forward-looking statements.

The

forward-looking statements included in this press release are made only as of the date of this press release, and except as otherwise

required by applicable securities law, we assume no obligation, nor do we intend to publicly update or revise any forward-looking statements

to reflect subsequent events or circumstances.

Powerfleet

Investor Contacts

AIOTIRTeam@allianceadvisors.com

Powerfleet

Media Contact

jonathan.bates@powerfleet.com

POWERFLEET,

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In

thousands, except per share data)

Three Months Ended June 30,

2025

2026

Revenues:

Products

$ 17,657

$ 16,480

Services

86,464

94,313

Total revenues

104,121

110,793

Cost of revenues:

Cost of products

13,228

12,970

Cost of services

34,412

36,662

Total cost of revenues

47,640

49,632

Gross profit

56,481

61,161

Operating expenses:

Selling, general and administrative expenses

53,663

56,531

Research and development expenses

4,857

4,360

Total operating expenses

58,520

60,891

(Loss) profit from operations

(2,039 )

270

Interest income

196

234

Interest expense

(6,786 )

(6,983 )

Other expense

(1,243 )

(405 )

Net loss before income taxes

(9,872 )

(6,884 )

Income tax expense

(362 )

(1,373 )

Net loss

(10,234 )

(8,257 )

Non-controlling interest

—

(183 )

Net loss attributable to common stockholders

$ (10,234 )

$ (8,440 )

Net loss per share attributable to common stockholders - basic and diluted

$ (0.08 )

$ (0.06 )

Weighted average common shares outstanding - basic and diluted

133,313

134,169

POWERFLEET,

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(In

thousands, except per share data)

March 31, 2026

June 30, 2026

ASSETS

Current assets:

Cash and cash equivalents

$ 36,496

$ 32,824

Restricted cash

4,322

3,895

Accounts receivables, net

93,820

91,399

Inventory, net

22,448

21,645

Prepaid expenses and other current assets

22,094

23,743

Total current assets

179,180

173,506

Fixed assets, net

62,398

63,800

Goodwill

411,995

421,062

Intangible assets, net

255,518

253,933

Right-of-use asset

15,893

16,189

Severance payable fund

4,445

4,863

Deferred tax asset

4,537

5,066

Other assets

21,599

24,143

Total assets

$ 955,565

$ 962,562

LIABILITIES

Current liabilities:

Short-term bank debt and current maturities of long-term debt

$ 50,355

$ 49,092

Accounts payable

46,353

44,455

Accrued expenses and other current liabilities

37,699

39,970

Deferred revenue - current

20,159

20,857

Lease liability - current

3,386

3,646

Total current liabilities

157,952

158,020

Long-term debt - less current maturities

229,669

229,300

Deferred revenue - less current portion

4,005

3,503

Lease liability - less current portion

13,505

13,576

Accrued severance payable

5,666

6,100

Deferred tax liability

60,063

60,840

Other long-term liabilities

3,090

2,331

Total liabilities

473,950

473,670

REDEEMABLE NON-CONTROLLING INTERESTS

Redeemable non-controlling interests

6,009

6,192

STOCKHOLDERS’ EQUITY

Preferred stock

—

Common stock

1,343

Additional paid-in capital

682,344

685,451

Accumulated deficit

(226,335 )

(234,775 )

Accumulated other comprehensive income

29,660

42,087

Treasury stock

(11,518 )

Total stockholders’ equity

475,494

482,588

Non-controlling interest

112

Total equity

475,606

482,700

Total liabilities, redeemable non-controlling interests and stockholders’ equity

$ 955,565

$ 962,562

POWERFLEET,

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In

thousands)

Three Months Ended June 30,

2025

2026

Cash flows from operating activities

Net loss

$ (10,234 )

$ (8,440 )

Adjustments to reconcile net loss to cash provided by operating activities:

Non-controlling interest

—

183

Inventory reserve

193

558

Stock-based compensation expense

1,853

3,107

Depreciation and amortization

16,031

16,207

Right-of-use assets, non-cash lease expense

974

1,205

Derivative mark-to-market adjustment

104

(919 )

Bad debts expense

1,856

2,958

Deferred income taxes

(3,157 )

(1,538 )

Lease termination and modification losses

—

Other non-cash items

(513 )

(1,168 )

Changes in operating assets and liabilities:

Accounts receivable

(2,391 )

893

Inventories

(4,733 )

725

Prepaid expenses and other current assets

(1,284 )

(2,144 )

Deferred costs

(2,730 )

(2,960 )

Deferred revenue

(420 )

Accounts payable, accrued expenses and other current liabilities

9,637

722

Lease liabilities

(881 )

(1,033 )

Accrued severance payable

357

Net cash provided by operating activities

4,721

8,443

Cash flows from investing activities

Proceeds from sale of fixed assets

Capitalized software development costs

(3,724 )

(4,100 )

Capital expenditures

(8,114 )

(4,873 )

Net cash used in investing activities

(11,822 )

(8,972 )

Cash flows from financing activities

Repayment of long-term debt

(1,341 )

(1,679 )

Short-term bank debt, net

(5,428 )

(2,457 )

Net cash used in financing activities

(6,769 )

(4,136 )

Effect of foreign exchange rate changes on cash and cash equivalents

725

566

Net decrease in cash and cash equivalents, and restricted cash

(13,145 )

(4,099 )

Cash and cash equivalents, and restricted cash at beginning of the period

48,788

40,818

Cash and cash equivalents, and restricted cash at end of the period

$ 35,643

$ 36,719

Reconciliation of cash and cash equivalents, and restricted cash, at beginning of the period

Cash and cash equivalents

44,392

36,496

Restricted cash

4,396

4,322

Cash, cash equivalents, and restricted cash, at beginning of the period

$ 48,788

$ 40,818

Reconciliation of cash and cash equivalents, and restricted cash, at end of the period

Cash and cash equivalents

31,196

32,824

Restricted cash

4,447

3,895

Cash and cash equivalents, and restricted cash, at end of the period

$ 35,643

$ 36,719

Supplemental disclosure of cash flow information:

Cash paid for:

Taxes

$ 873

$ 1,721

Interest

$ 5,994

$ 6,444

Annex

A: Non-GAAP Financial Measures

order to assist readers of our consolidated financial statements in understanding the operating results that management uses to evaluate

the business and for financial planning purposes, we present non-GAAP measures of organic revenue growth, adjusted EBITDA, adjusted EBITDA

margin, adjusted net income/loss per share, adjusted EBITDA gross profit margin, adjusted EBITDA products gross profit margin, adjusted

EBITDA services gross profit margin, non-GAAP selling, general and administrative expense ratios, adjusted operating expenses, free cash

flow, net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA ratio as supplemental measures of our operating performance.

We believe they provide useful information to our investors as they eliminate the impact of certain items that we do not consider indicative

of our cash operations and ongoing operating performance. In addition, we use them as an integral part of our internal reporting to measure

the performance and operating strength of our business.

believe organic revenue growth, adjusted EBITDA, adjusted EBITDA margin, adjusted net income/loss per share, adjusted EBITDA gross profit

margin, adjusted EBITDA products gross profit margin, adjusted EBITDA services gross profit margin, non-GAAP selling, general and administrative

expense ratios, adjusted operating expenses, free cash flow, net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA

ratio, are relevant and provide useful information frequently used by securities analysts, investors and other interested parties in

their evaluation of the operating performance of companies similar to ours and are indicators of the operational strength of our business.

Organic

revenue growth represents the year-over-year percentage change in revenue, excluding the impact of acquisitions. We believe organic revenue

growth provides insight into the underlying performance of the Company’s existing operations by removing the effects of changes

in the scope of consolidation. Adjusted EBITDA is equal to net loss attributable to common stockholders, excluding non-controlling interest,

preferred stock dividend, interest expense (net), other income (net), income tax expense, depreciation and amortization, stock-based

compensation, foreign currency losses, restructuring-related expenses, derivative mark-to-market adjustment, acquisition-related expenses

and integration-related expenses. Following a detailed review of relevant SEC guidance on disclosure of non-GAAP financial measures,

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. We believe adjusted EBITDA eliminates the uneven effect of considerable

amounts of non-cash depreciation and amortization, stock-based compensation and other items that might otherwise make comparisons of

our ongoing business with prior periods more difficult and obscure trends in ongoing operations. We define adjusted EBITDA margin as

adjusted EBITDA as a percentage of revenue. Adjusted net income/loss is equal to net loss excluding incremental intangible assets amortization

expense as a result of business combinations, stock-based compensation (non-recurring/accelerated cost), foreign currency losses, restructuring-related

expenses, derivative mark-to-market adjustment, acquisition-related expenses, integration-related expenses and inventory rationalization

and other, net of tax. We define adjusted net income/loss per share as adjusted net income/loss divided by the weighted-average number

of shares outstanding during the period. We believe adjusted net income/loss provides additional means of evaluating period-over-period

operating performance by eliminating certain non-cash expenses and other items that might otherwise make comparisons of our ongoing business

with prior periods more difficult and obscure trends in ongoing operations. We define adjusted EBITDA gross profit as gross profit excluding

inventory rationalization and other and depreciation and amortization, and adjusted EBITDA gross profit margin as adjusted EBITDA gross

profit as a percentage of revenues. Our adjusted EBITDA gross profit is a measure used by management in evaluating the business’s

current operating performance by excluding the impact of prior historical costs of assets that are expensed systematically and allocated

over the estimated useful lives of the assets, which may not be indicative of the current operating activity. We define non-GAAP selling,

general and administrative expense ratios as selling, general and administrative expenses adjusted for restructuring-related expenses,

acquisition-related expenses, integration-related expenses, depreciation and amortization, and stock-based compensation, and expressed

as a percentage of total revenues. We define adjusted operating expenses as total operating expenses adjusted for acquisition-related

expenses, integration-related expenses, stock-based compensation (non-recurring/accelerated cost) and restructuring-related expenses.

We present non-GAAP selling, general and administrative expense ratios and adjusted operating expenses to provide a clearer view of our

operating cost structure by excluding items that are not directly tied to ongoing business operations. Free cash flow is equal to net

cash provided by operating activities, excluding proceeds from the sale of fixed assets, capitalized software development costs and capital

expenditures. We present free cash flow because we believe it provides useful information to investors and others in understanding and

evaluating the Company’s cash flows by providing detail of the amount of cash the Company generates or utilizes after accounting

for all capital expenditures as well as costs that do not relate to our core business operations. We define adjusted net debt as total

debt less cash, cash equivalents, and restricted cash, resulting in net debt less unsettled transaction costs. Adjusted net debt to adjusted

EBITDA ratio is calculated as adjusted net debt divided by adjusted EBITDA for the trailing 12-month period. We present adjusted net

debt and adjusted net debt to adjusted EBITDA ratio to help investors and others better understand our true leverage position and financial

flexibility. Unsettled transaction costs – often related to acquisitions, integrations, or financing activities – can temporarily

inflate net debt figures and obscure comparability across periods.

Adjusted

EBITDA, adjusted EBITDA margin, adjusted net income/loss per share, adjusted EBITDA gross profit margin, adjusted EBITDA products gross

profit margin, adjusted EBITDA services gross profit margin, non-GAAP selling, general and administrative expense ratios, adjusted operating

expenses, free cash flow, net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA ratio are not intended to be performance

measures that should be regarded as an alternative to, or more meaningful than, financial measures presented in accordance with U.S.

GAAP. The way we measure adjusted EBITDA, adjusted EBITDA margin, adjusted net income/loss per share, adjusted EBITDA gross profit margin,

adjusted EBITDA products gross profit margin, adjusted EBITDA services gross profit margin, non-GAAP selling, general and administrative

expense ratios, adjusted operating expenses, free cash flow, net debt and adjusted net debt, and adjusted net debt to adjusted EBITDA

ratio, may not be comparable to similarly titled measures presented by other companies.

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 (in thousands and unaudited):

Three Months Ended June 30,

2025 (1)

2026

Net loss attributable to common stockholders

$ (10,234 )

$ (8,440 )

Non-controlling interest

—

183

Interest expense, net

6,590

6,749

Other expense, net

Income tax expense

362

1,373

Depreciation and amortization

16,031

16,207

Stock-based compensation

1,853

3,107

Foreign currency losses

1,161

1,336

Restructuring-related expenses

2,442

1,038

Derivative mark-to-market adjustment

104

(919 )

Acquisition-related expenses

1,130

228

Integration-related expenses

675

640

Adjusted EBITDA

$ 20,137

$ 21,528

Net loss margin

(9.8 )%

(7.6 )%

Adjusted EBITDA margin

19.3 %

19.4 %

Other cash items:

Recognition of pre-October 1, 2024 contract assets (Fleet Complete)

$ 1,503

$ 851

(1) Following

the closing of our acquisition of Fleet Complete, 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.

Following a detailed review of relevant SEC guidance on disclosure of non-GAAP financial measures, we have stopped including this adjustment in our presentation of adjusted EBITDA.

For the three months ended June 30, 2025 and 2026, we reported adjusted EBITDA of $20.1 million and $21.5 million, respectively. During the same periods, we also invoiced recoveries of $1.5 million and $0.9 million, respectively, which are included in cash flows from operating activities in the condensed consolidated statement of cash flows.

The

following table (in thousands, except per share data, and unaudited) reconciles net loss to adjusted net income (loss) for the periods

shown:

Three Months Ended June 30,

2025

2026

Net loss attributable to common stockholders

$ (10,234 )

$ (8,440 )

Incremental intangible assets amortization expense as a result of business combinations

5,830

6,131

Foreign currency losses

1,161

1,336

Restructuring-related expenses

2,442

1,038

Derivative mark-to-market adjustment

104

(919 )

Acquisition-related expenses

1,130

228

Integration-related expenses

675

640

Inventory rationalization and other

415

—

Income tax effect of adjustments

(562 )

(1,704 )

Adjusted net income (loss)

$ 961

$ (1,690 )

Weighted average shares outstanding

133,313

134,169

Net loss per share - basic

$ (0.08 )

$ (0.06 )

Adjusted net income (loss) per share - basic

$ 0.01

$ (0.01 )

The

following table (in thousands and unaudited) reconciles gross profit margins to adjusted EBITDA gross profit margins for the periods

shown:

Three Months Ended June 30,

2025

2026

Products:

Product revenues

$ 17,657

$ 16,480

Cost of products

13,228

12,970

Products gross profit

$ 4,429

$ 3,510

Adjusted EBITDA products gross profit

$ 4,429

$ 3,510

Products gross profit margin

25.1 %

21.3 %

Adjusted EBITDA products gross profit margin

25.1 %

21.3 %

Services:

Services revenues

$ 86,464

$ 94,313

Cost of services

34,412

36,662

Services gross profit

$ 52,052

$ 57,651

Depreciation and amortization

$ 13,241

$ 13,925

Adjusted EBITDA services gross profit

$ 65,293

$ 71,576

Services gross profit margin

60.2 %

61.1 %

Adjusted EBITDA services gross profit margin

75.5 %

75.9 %

Total:

Total revenues

$ 104,121

$ 110,793

Total cost of revenues

47,640

49,632

Total gross profit

$ 56,481

$ 61,161

Depreciation and amortization

$ 13,241

$ 13,925

Adjusted EBITDA gross profit

$ 69,722

$ 75,086

Gross profit margin

54.2 %

55.2 %

Adjusted EBITDA gross profit margin

67.0 %

67.8 %

The

following table (in thousands and unaudited) reconciles selling, general and administrative (“SG&A”) expenses to non-GAAP

SG&A expenses for the periods shown:

Three Months Ended June 30,

2025

2026

Total revenues

$ 104,121

$ 110,793

Selling, general and administrative expenses

53,663

56,531

Restructuring-related expenses

(2,442 )

(1,038 )

Acquisition-related expenses

(1,130 )

(228 )

Integration-related expenses

(675 )

(640 )

Depreciation and amortization

(2,790 )

(2,282 )

Stock-based compensation

(1,853 )

(3,107 )

Non-GAAP selling, general and administrative expenses

44,773

49,236

Non-GAAP sales and marketing expenses

17,958

22,043

Non-GAAP general and administrative expenses

26,815

27,193

Non-GAAP selling, general and administrative expenses

$ 44,773

$ 49,236

Non-GAAP sales and marketing expenses as a percentage of total revenue

17.2 %

19.9 %

Non-GAAP general and administrative expenses as a percentage of total revenue

25.8 %

24.5 %

Research and development expenses

Research and development incurred

$ 8,559

$ 9,283

Research and development capitalized

(3,702 )

(4,923 )

Research and development expenses

$ 4,857

$ 4,360

Research and development incurred as a percentage of total revenues

8.2 %

8.4 %

Research and development expenses as a percentage of total revenues

4.7 %

3.9 %

The

following table (in thousands and unaudited) reconciles total operating expenses to adjusted operating expenses for the periods shown:

Three Months Ended June 30,

2025

2026

Total operating expenses

$ 58,520

$ 60,891

Adjusted for:

Acquisition-related expenses

1,130

228

Integration-related expenses

675

640

Restructuring-related expenses

2,442

1,038

4,247

1,906

Adjusted operating expenses

$ 54,273

$ 58,985

The

following table (in thousands and unaudited) reconciles net cash provided by operating activities to free cash flow for the periods shown:

Three Months Ended June 30,

2025

2026

Net cash provided by operating activities

$ 4,721

$ 8,443

Plus: Proceeds from sale of fixed assets

Less: Capitalized software development costs

(3,724 )

(4,100 )

Less: Capital expenditures

(8,114 )

(4,873 )

Free cash flow

$ (7,101 )

$ (529 )

The

following table (in thousands and unaudited) reconciles total debt to adjusted net debt for the periods shown:

March

31,

2026

June

30,

2026

Total debt

$ 280,024

$ 278,392

Less: Cash, cash equivalents, and restricted cash

(40,818 )

(36,719 )

Net debt

239,206

241,673

Unsettled transaction costs

—

Adjusted net debt

$ 239,206

$ 241,673

12-month trailing adjusted EBITDA

$ 97,032

$ 98,423

Adjusted net debt to adjusted EBITDA ratio

2.5

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Aug. 10, 2026

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Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration