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8-K

Powerfleet, Inc. (AIOT)

8-K 2021-05-05 For: 2021-05-05
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Added on April 09, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

PURSUANTTO SECTION 13 OR 15(d) OF THE

SECURITIESEXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 5, 2021

POWERFLEET,INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-39080 83-4366463
(State<br> or Other (Commission (IRS<br> Employer
Jurisdiction<br> of File<br> Number) Identification<br> No.)
Incorporation)
123<br> Tice Boulevard, Woodcliff Lake, New Jersey 07677
--- ---
(Address<br> of Principal Executive Offices) (Zip<br>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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- ---
[  ] Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
[  ] Pre-commencement<br> 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<br> of each class Trading<br> Symbol(s) Name<br>of each exchange on which registered
Common<br> Stock, par value $0.01 per share PWFL The<br> 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 [  ]

If 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. [  ]

Item2.02. Results of Operations and Financial Condition.

On May 5, 2021, PowerFleet, Inc. (the “Registrant”) issued a press release regarding financial results for the fiscal quarter ended March 31, 2021. A copy of the press release is being furnished as Exhibit 99.1 to this report.

The information in this report is being furnished pursuant to Item 2.02 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.

Forward-Looking Statements

This report, including Exhibit 99.1 furnished herewith, contains forward looking statements within the meaning of federal securities laws. Forward-looking statements include statements with respect to the Registrant’s beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Registrant’s control, and which may cause its actual results, performance or achievements to be materially different from 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. For example, forward-looking statements include statements regarding: prospects for additional customers; potential contract values; market forecasts; projections of earnings, revenues, synergies, accretion or other financial information; emerging new products; and plans, strategies and objectives of management for future operations, including growing revenue, controlling operating costs, increasing production volumes, and expanding business with core customers. The risks and uncertainties referred to above include, but are not limited to, future economic and business conditions, the ability to recognize the anticipated benefits of the acquisition of Pointer Telocation Ltd. (“Pointer”), which may be affected by, among other things, the loss of key customers or reduction in the purchase of products by any such customers, the failure of the market for the Registrant’s products to continue to develop, the possibility that the Registrant may not be able to integrate successfully the business, operations and employees of I.D. Systems, Inc. (“I.D. Systems”) and Pointer, the inability to protect the Registrant’s intellectual property, the inability to manage growth, the effects of competition from a variety of local, regional, national and other providers of wireless solutions, and other risks detailed from time to time in the Registrant’s filings with the Securities and Exchange Commission, including the Registrant’s annual report on Form 10-K for the year ended December 31, 2020. These risks could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Registrant. Unless otherwise required by applicable law, the Registrant assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

As described above, the following exhibit is furnished as part of this report:

Exhibit 99.1 – Press release, dated May 5, 2021.

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/ Ned Mavrommatis
Name: Ned<br> Mavrommatis
Title: Chief<br> Financial Officer

Date: May 5, 2021

EXHIBIT INDEX

Exhibit<br> Number Description
99.1 Press release, dated May 5, 2021

Exhibit 99.1

PowerFleet Reports First Quarter 2021 Financial Results

Woodcliff Lake, NJ — May 5, 2021 — PowerFleet, Inc. (Nasdaq: PWFL), a global leader and provider of subscription-based wireless IoT and M2M solutions for securing, controlling, tracking, and managing high-value enterprise assets, reported results for the first quarter ended March 31, 2021.

FirstQuarter 2021 Financial Highlights


Total<br> revenue was $29.0 million.
High<br> margin, recurring and services revenue was $17.6 million, or 61% of total revenue.
Services<br> gross margin was 64%, an improvement from 62% in the same year-ago period.
At<br> quarter end, cash and cash equivalents totaled $41.0 million and $53.2 million of working capital.

FirstQuarter 2021 and Recent Operational Highlights

Provided<br> Comasco with an IoT solution for real-time tracing and inventory management of their rented crane parts.
Pointer<br> by PowerFleet Argentina formed a strategic alliance with Edenred along with its collaboration with BP gas stations<br> to develop and offer comprehensive services for fleet operators.
Selected<br> by Panhandle Transportation Group (PTG) to monitor and remotely manage refrigerated trailers and cargo through PowerFleet’s<br> reefer solution, the LV-400.
Chosen<br> by Nucor Tubular Products to improve safety, compliance, and utilization by using PowerFleet’s telematics<br> solutions.
Signed<br> a deal with McGuire Transportation, a regional dry van trucking company, to upgrade its trailer management solution for its<br> U.S.-based operations.
Shipped<br> initial 1,000 weight on axle sensor units to American Intermodal Management.
Commenced<br> migration of 4,500 legacy industrial units to the company’s next-gen hardware platforms and recurring revenue model<br> for one of the world’s largest automotive companies.

ManagementCommentary


“During the first quarter of 2021 we continued to execute on our strategic roadmap, which is focused on expanding our high-value solution offerings, growing our business in our targeted markets, and continuously increasing our high-margin recurring services revenues,” said Chris Wolfe, PowerFleet CEO. “While we delivered consistent financial results in the quarter, our revenues would have been $1.8 million dollars higher had we not experienced a temporarily supply issue due to a third-party electrical component supplier, which impacted some of our product lines as well as many industries globally. Fortunately, our supply chain acted swiftly to remediate the issue and we have built and shipped many of the impacted products, but not in time to be recognized in Q1.

“From a sales and deployment standpoint, we saw a measurable pick-up in new sales activity across our geographic regions during Q1 and we have a significant backlog and meaningful opportunity pipeline over the near- and mid-term. This recovery is reflected by the several new deals we secured in the first quarter, including NuCor Tubular, Panhandle Transportation Group, and McGuire Transportation. In addition to these wins, we deployed more than 2,000 units for a major container fleet operator. A key initiative this year is to transition our more than 30,000 non-subscription units from our legacy ‘industrial’ solution to our next-gen hardware platforms and onto our recurring revenue model. One major migration we commenced in Q1 was with one of the world’s largest automotive companies, where we began migrating their 4,500 units across 40 sites worldwide.

“Looking forward, our global end markets, legacy product migration efforts, and opportunity pipeline are building momentum. While we are still facing certain headwinds related to the pandemic and electrical subcomponent supply issues, we remain confident in our growth prospects in 2021 and beyond. As the global economy recovers and countries reopen, our robust balance sheet enables us to accelerate our growth initiatives. We are making great strides toward the realization of our long-term financial goals and our vision, which is for PowerFleet to be a major force in the multibillion-dollar global industrial IoT market.”

FirstQuarter 2021 Financial Results

Total revenue was $29.0 million, compared to $30.8 million in the same year-ago period. The decrease in revenue was related to the reduction in product revenue from Avis, the impact from COVID-19, and temporary product shipment delays related to third-party electrical component issues.

Services revenue was $17.6 million (61% of total revenue), compared to $17.6 million (57% of total revenue) in the same year-ago period. Product revenue, which drives future services revenue, was $11.4 million (39% of total revenue), compared to $13.2 million (43% of total revenue) in the same year-ago period.

Gross profit was $14.5 million (50% of total revenue), compared to $14.9 million (48% of total revenue) in the same year-ago period. Service gross profit was $11.2 million (64% of total service revenue), compared to $11.0 million (62% of total service revenue) in the same year-ago period. Product gross profit was $3.2 million (29% of total product revenue), compared to $3.9 million (30% of total product revenue) in the same year-ago period.

Selling, general and administrative expenses were $13.6 million, compared to $15.1 million in the same year-ago period. Research and development expenses were $2.7 million, compared to $3.2 million in the same year-ago period.

Net loss attributable to common stockholders totaled $3.0 million or $(0.09) per basic and diluted share (based on 33.3 million weighted average shares outstanding), compared to net loss attributable to common stockholders of $4.5 million or $(0.16) per basic and diluted share in the same year-ago period (based on 29.0 million weighted average shares outstanding).

Non-GAAP net income totaled $61,000 or $0.00 per basic and diluted share (based on 33.3 million weighted average basic shares outstanding and 41.8 million weighted average diluted shares outstanding), an improvement compared to non-GAAP net loss of $1.3 million or $(0.05) per basic and diluted share (based on 29.0 million weighted average basic and diluted shares outstanding) in the same year-ago period (See the section below titled “Non-GAAP Financial Measures” for more information about non-GAAP net income and its reconciliation to GAAP net income/loss).

Adjusted EBITDA, a non-GAAP metric, totaled $1.4 million, compared to adjusted EBITDA of $152,000 in the same year-ago period (See the section below titled “Non-GAAP Financial Measures” for more information about adjusted EBITDA and its reconciliation to GAAP net income/loss).

At quarter-end, the company had $41.0 million in cash and cash equivalents. The Company’s working capital position at quarter-end was $53.2 million.


Investor Conference Call

PowerFleet management will discuss these results and business outlook on a conference call today (Wednesday, May 5, 2021) at 8:00 a.m. Eastern time (5:00 a.m. Pacific time).

PowerFleet management will host the presentation, followed by a question-and-answer session.

U.S. dial-in: 888-506-0062

International dial-in: 973-528-0011

Passcode: 156793

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

If you have any difficulty connecting with the conference call, please contact PowerFleet’s investor relations team at (949) 574-3860.

Non-GAAP Financial Measures

To supplement its financial statements presented in accordance with Generally Accepted Accounting Principles (GAAP), PowerFleet provides certain non-GAAP measures of financial performance. These non-GAAP measures include non-GAAP net income (loss), non-GAAP net income (loss) per basic and diluted share and adjusted EBITDA. 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 that may not be indicative of its core operating results and business outlook. Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternate to net income or cash flow from operating activities as an indicator of operating performance or liquidity. Because PowerFleet’s method for calculating the non-GAAP measures may differ from other companies’ methods, the non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Reconciliation of all non-GAAP measures included in this press release to the nearest GAAP measures can be found in the financial tables included in this press release.



PowerFleet,Inc. and Subsidiaries

Reconciliationof GAAP to Adjusted EBITDA Financial Measures

(Unaudited)

Three Months Ended
March 31,
2020 2021
Net loss attributable to common stockholders $ (4,549,000 ) $ (2,983,000 )
Non-controlling interest (15,000 ) -
Preferred stock dividend and accretion 1,123,000 1,196,000
Interest (income) expense, net 735,000 458,000
Other (income) expense, net (2,000 ) -
Income tax (benefit) expense 193,000 473,000
Depreciation and amortization 2,067,000 2,141,000
Stock-based compensation 1,109,000 1,097,000
Foreign currency translation (642,000 ) (1,019,000 )
Impact of the fair value mark-up of acquired inventory 133,000 -
Adjusted EBITDA $ 152,000 $ 1,363,000

PowerFleet,Inc. and Subsidiaries

Reconciliationof GAAP to Non-GAAP Net Income (Loss) Financial Measures

(Unaudited)


Three Months Ended
March 31,
2020 2021
Net loss attributable to common stockholders $ (4,549,000 ) $ (2,983,000 )
Preferred stock dividend and accretion 1,123,000 1,196,000
Other (income) expense, net (2,000 ) -
Intangible assets amortization expense 1,332,000 1,299,000
Stock-based compensation 1,109,000 1,097,000
Foreign currency translation (642,000 ) (1,019,000 )
Non-cash portion of income tax expense 188,000 471,000
Impact of the fair value mark-up of acquired inventory 133,000 -
Non-GAAP net income (loss) $ (1,308,000 ) $ 61,000
Non-GAAP net income (loss) - basic $ (0.05 ) $ 0.00
Non-GAAP net income (loss) - diluted $ (0.05 ) $ 0.00
Weighted average common shares outstanding - basic 29,034,000 33,259,000
Weighted average common shares outstanding - diluted 29,034,000 41,771,000



AboutPowerFleet

PowerFleet® Inc. (NASDAQ: PWFL; TASE: PWFL) is a global leader and provider of subscription-based wireless IoT and M2M solutions for securing, controlling, tracking, and managing high-value enterprise assets such as industrial trucks, tractor trailers, containers, cargo, and vehicles and truck fleets. The company is headquartered in Woodcliff Lake, New Jersey, with offices located around the globe. PowerFleet’s patented technologies address the needs of organizations to monitor and analyze their assets to increase efficiency and productivity, reduce costs, and improve profitability. Our offerings are sold under the global brands PowerFleet, Pointer, and Cellocator. For more information, please visit www.powerfleet.com, the content of which does not form a part of this press release.

CautionaryNote Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements include statements with respect to PowerFleet’s beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond PowerFleet’s control, and which may cause its actual results, performance or achievements to be materially different from 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. For example, forward-looking statements include statements regarding prospects for additional customers; potential contract values; market forecasts; projections of earnings, revenues, synergies, accretion, or other financial information; emerging new products; and plans, strategies, and objectives of management for future operations, including growing revenue, controlling operating costs, increasing production volumes, and expanding business with core customers. The risks and uncertainties referred to above include, but are not limited to, future economic and business conditions, the ability to recognize the anticipated benefits of the acquisition of Pointer, which may be affected by, among other things, the loss of key customers or reduction in the purchase of products by any such customers, the failure of the market for PowerFleet’s products to continue to develop, the possibility that PowerFleet may not be able to integrate successfully the business, operations and employees of I.D. Systems and Pointer, the inability to protect PowerFleet’s intellectual property, the inability to manage growth, the effects of competition from a variety of local, regional, national and other providers of wireless solutions, and other risks detailed from time to time in PowerFleet’s filings with the Securities and Exchange Commission, including PowerFleet’s annual report on Form 10-K for the year ended December 31, 2019. These risks could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, PowerFleet. Unless otherwise required by applicable law, PowerFleet assumes no obligation to update the information contained in this press release, and expressly disclaims any obligation to do so, whether a result of new information, future events, or otherwise.

PowerFleetCompany Contact

Ned Mavrommatis, CFO

[email protected]

(201) 996-9000

PowerFleetInvestor Contact

Matt Glover

Gateway Investor Relations

[email protected]

(949) 574-3860

PowerFleet,Inc. and Subsidiaries

CondensedConsolidated Statements of Operations Data


Three Months Ended
March 31,
2020 2021
(Unaudited) (Unaudited)
Revenue:
Products $ 13,208,000 $ 11,420,000
Services 17,591,000 17,571,000
30,799,000 28,991,000
Cost of revenue:
Cost of products 9,302,000 8,152,000
Cost of services 6,631,000 6,369,000
15,933,000 14,521,000
Gross Profit 14,866,000 14,470,000
Operating expenses:
Selling, general and administrative expenses 15,103,000 13,608,000
Research and development expenses 3,172,000 2,745,000
18,275,000 16,353,000
Loss from operations (3,409,000 ) (1,883,000 )
Interest income 14,000 12,000
Interest expense (750,000 ) (470,000 )
Foreign currency translation of debt 895,000 1,027,000
Other (expense) income, net 2,000 -
Net loss before income taxes (3,248,000 ) (1,314,000 )
Income tax benefit (expense) (193,000 ) (473,000 )
Net loss before non-controlling interest (3,441,000 ) (1,787,000 )
Non-controlling interest 15,000 -
Net loss (3,426,000 ) (1,787,000 )
Accretion of preferred stock (168,000 ) (168,000 )
Preferred stock dividend (955,000 ) (1,028,000 )
Net loss attributable to common stockholders $ (4,549,000 ) $ (2,983,000 )
Net loss per share - basic and diluted $ (0.16 ) $ (0.09 )
Weighted average common shares outstanding - basic and diluted 29,034,000 33,259,000

PowerFleet,Inc. and Subsidiaries

CondensedConsolidated Balance Sheet Data


As of
December 31, 2020 March 31, 2021
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 18,127,000 $ 40,951,000
Restricted cash 308,000 308,000
Accounts receivable, net 24,147,000 26,564,000
Inventory, net 12,873,000 13,160,000
Deferred costs - current 3,128,000 2,960,000
Prepaid expenses and other current assets 6,184,000 6,538,000
Total current assets 64,767,000 90,481,000
Deferred costs - less current portion 2,233,000 1,677,000
Fixed assets, net 8,804,000 8,465,000
Goodwill 83,344,000 83,344,000
Intangible assets, net 31,276,000 29,977,000
Right of use asset 9,700,000 9,809,000
Severance payable fund 4,056,000 3,890,000
Deferred tax asset 1,506,000 889,000
Other assets 3,115,000 3,068,000
Total assets $ 208,801,000 $ 231,600,000
LIABILITIES
Current liabilities:
Short-term bank debt and current maturities of long-term debt $ 5,579,000 $ 5,658,000
Accounts payable and accrued expenses 20,225,000 20,923,000
Deferred revenue - current 7,339,000 8,356,000
Lease liability - current 2,755,000 2,303,000
Total current liabilities 35,898,000 37,240,000
Long-term debt, less current maturities 23,179,000 20,956,000
Deferred revenue - less current portion 6,006,000 5,554,000
Lease liability - less current portion 7,050,000 7,630,000
Accrued severance payable 4,714,000 4,505,000
Other long-term liabilities 674,000 640,000
Total liabilities 77,521,000 76,525,000
MEZZANINE EQUITY
Convertible redeemable Preferred stock: Series A 51,992,000 52,160,000
STOCKHOLDERS’ EQUITY - -
Total Powerfleet, Inc. stockholders’ equity 79,213,000 102,842,000
Non-controlling interest 75,000 73,000
Total equity 79,288,000 102,915,000
Total liabilities and stockholders’ equity $ 208,801,000 $ 231,600,000


PowerFleet,Inc. and Subsidiaries

CondensedConsolidated Statements of Cash Flow Data

Three Months Ended March 31,
2020 2021
(Unaudited)
Cash flows from operating activities (net of net assets acquired):
Net loss $ (3,426,000 ) $ (1,787,000 )
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Non-controlling interest (15,000 ) -
Inventory reserve 63,000 74,000
Stock based compensation expense 1,109,000 1,357,000
Depreciation and amortization 2,067,000 2,144,000
Right-of-use assets, non-cash lease expense 731,000 768,000
Bad debt expense 262,000 268,000
Other non-cash items (8,000 ) 88,000
Deferred taxes 193,000 473,000
Changes in:
Operating assets and liabilities 1,781,000 (2,601,000 )
Net cash (used in) provided by operating activities 2,757,000 784,000
Cash flows from investing activities:
Proceeds from sale of property and equipment 16,000 -
Capital expenditures (471,000 ) (597,000 )
Net cash used in investing activities (455,000 ) (597,000 )
Cash flows from financing activities:
Net proceeds from stock offering - 26,867,000
Payment of preferred stock dividend - (1,028,000 )
Repayment of long-term debt (479,000 ) (1,315,000 )
Short-term bank debt, net 104,000 91,000
Proceeds from exercise of stock options 127,000 70,000
Purchase of treasury stock upon vesting of restricted stock (232,000 ) (347,000 )
Net cash (used in) provided by financing activities (480,000 ) 24,338,000
Effect of foreign exchange rate changes on cash and cash equivalents (1,611,000 ) (1,701,000 )
Net increase in cash, cash equivalents and restricted cash 211,000 22,824,000
Cash, cash equivalents and restricted cash - beginning of period 16,703,000 18,435,000
Cash, cash equivalents and restricted cash - end of period $ 16,914,000 $ 41,259,000