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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): February 10, 2025
POWERFLEET,
INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-39080 |
|
83-4366463 |
(State
or Other Jurisdiction
of 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 ☐
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. ☐
Item
2.02. Results of Operations and Financial Condition.
On
February 10, 2025, Powerfleet, Inc. (the “Company”) issued a press release regarding financial results for the fiscal quarter
ended December 31, 2024. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Cautionary
Note Regarding Forward-Looking Statements
This
report, including Exhibit 99.1, 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 anticipated financial impacts of the business combination with MiX Telematics and the acquisition of Fleet Complete. 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) future economic and business conditions; (ii) integration of the Company’s, MiX Telematics’
and Fleet Complete’s businesses and the ability to recognize the anticipated synergies and benefits of the transactions with MiX
Telematics and Fleet Complete; (iii) the loss of any of the Company’s key customers or reduction in the purchase of the Company’s
products by any such customers; (iv) the failure of the markets for the Company’s products to continue to develop; (v) the negative
effects of the MiX Telematics and Fleet Complete transactions on the market price of the Company’s securities; (vi) the Company’s
inability to adequately protect its intellectual property; (vii) the Company’s inability to manage growth; (viii) the effects of
competition from a wide variety of local, regional, national and other providers of wireless solutions; and (ix) 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.
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:
February 10, 2025
Exhibit
99.1
Powerfleet
Reports Third Quarter 2025 Financial Results
Q3
revenue rises to $106 million, an increase of 45% year-over-year, with service revenue representing 77% of total revenue
Adjusted
EBITDA climbs to $22 million, an increase of 77%, driving an annual run rate surpassing $85 million— doubling 2024 adjusted EBITDA
FY25
full year guidance increased $10 million for revenue and $2.5 million for adjusted EBITDA
Meaningful
increase in adjusted gross margin performance, with total adjusted gross margins now above 60%, and adjusted service gross margins approaching
70%
Post-M&A
integration ahead of schedule, priming for double digit growth trajectory in FY26
WOODCLIFF
LAKE, NJ – February 10, 2025 – Powerfleet, Inc. (Nasdaq: AIOT) reported its financial results for the third quarter
ended December 31, 2024. This marks the first full quarter following the closing of the acquisition of Fleet Complete and the third full
quarter since closing the business combination with MiX Telematics Ltd (MiX). Prior year comparison numbers are adjusted to reflect the
pro-forma financial performance of the business combination with MiX.
THIRD
QUARTER 2025 FINANCIAL HIGHLIGHTS
| |
● |
Total
revenue: Increased by 45% to $106.4 million. |
| |
● |
Service
revenue: Accounted for 77% of total revenue, increasing 45% to $81.7 million, driven by the Fleet Complete acquisition and Unity’s
safety-focused solutions. |
| |
● |
Product
revenue: Grew 42% to $24.7 million, driven by the Fleet Complete acquisition and in-warehouse product strength. |
| |
● |
Gross
profit: Increased by 44% to $58.8 million. Gross profit, adjusted for the amortization of acquisition-related intangibles, increased
by $23.3 million, or 57%, to $64.2 million. |
| |
● |
Combined
adjusted gross margin: Exceeded 60%, an increase from 55.5% in the prior year, with adjusted service margins expanding by 4.4% to
69.3% and product margins improving by 5.3% to 30.6%. |
| |
● |
Adjusted
EBITDA: Increased 77% to $22.5 million, up from $12.7 million in the prior year, driven by the Fleet Complete acquisition, organic
growth, and cost synergies. |
| |
● |
Exits
the quarter with over 2.6 million recurring revenue subscribers actively leveraging the company’s comprehensive suite of solutions |
MANAGEMENT
COMMENTARY
“Our
strategic focus on achieving global scale through accretive M&A transactions has fundamentally reshaped our business. With the rapid
follow-up of the Fleet Complete acquisition after the MiX combination, we have built a scaled P&L that sets the stage for long-term
growth,” said CEO Steve Towe.
“With
these strong financial foundations in place, our primary focus is now on seamlessly integrating the combined businesses, executing our
strategic priorities, and positioning Powerfleet for accelerated top-line growth.”
“The
process of integration is well underway, as we align our organizational structure to drive sustainable growth and enhance operational
excellence. Simultaneously, our cost synergy program remains on track, with $15 million in annualized savings secured exiting the December
quarter and more than $16 million targeted by fiscal year-end.”
“On
the commercial front, the Fleet Complete acquisition has significantly expanded our market opportunity through scaled channel partnerships
with leading telecommunications providers. Our direct sales efforts continue to drive high-value wins, including a major Unity in-warehouse
safety solution deal with one of the largest beverage companies in North America, with long-term total contract value revenue potential
in the $25 million to $30 million range. Meanwhile, AI camera solutions continue to gain strong traction, with sales volumes up 52% year-over-year
through our largest channel partner.”
THIRD QUARTER 2025 FINANCIAL RESULTS
Total
revenue increased 45% year-over-year to $106.4 million, driven by the Fleet Complete acquisition and strong in-warehouse product sales,
which helped offset headwinds in the U.S. logistics segment. Product revenue grew 42% to $24.7 million, while service revenue rose 45%
to $81.7 million, fueled by the Fleet Complete acquisition and Unity’s safety-centric solutions.
Gross
profit increased by 44% to $58.8 million. Gross profit, adjusted for the amortization of acquisition-related intangibles, increased by
$23.3 million, or 57%, to $64.2 million. Gross margin saw significant expansion, with product gross margin improving to 30.6%, up from
25.3% in the prior year. Service gross margin, adjusted for $5.4 million in non-cash amortization, increased by 4.4% to 69.3%. As a result,
the combined adjusted gross margin surpassed 60%, up from 55.5% in the prior year.
Operating
expenses totaled $60.0 million, including $6.7 million in one-time transaction and restructuring costs, compared to $5.0 million in the
prior year. Excluding these costs, adjusted operating expenses were $53.4 million, up from $37.4 million, with the increase solely attributable
to the Fleet Complete acquisition.
Adjusted
EBITDA increased 77% to $22.5 million, up from $12.7 million in the prior year, reflecting contributions from the Fleet Complete acquisition,
organic growth, and cost synergies. Net loss attributable to common stockholders was $0.11 per share, compared to $0.05 per share in
the prior year, reflecting higher transaction costs, interest expense and taxes. After adjusting for one-time expenses and amortization
of acquisition-related intangibles, adjusted net income was $0.01 per share, down from $0.03 per share in the prior year. The $0.02 decline
was fully accounted for by a $0.07 per share increase in interest expense and taxes.
Net
debt exiting the quarter was $229.7 million, consisting of $38.6 million in cash and $268.3 million in total debt. Net debt was below
year-end guidance of $235 million, benefiting from the delayed settlement of transaction costs.
FULL-YEAR
2025 FINANCIAL OUTLOOK
We
are raising our full-year 2025 guidance to reflect the strength of our year-to-date financial performance and the accounting impact of
Fleet Complete’s conversion from Canadian accounting standards to U.S. GAAP.
| ● | Annual
revenue is now expected to exceed $362.5 million, a $10 million increase from our prior guidance
of approximately $352.5 million. |
| ● | Adjusted
EBITDA is now expected to exceed $75 million, a $2.5 million increase from our prior guidance
of $72.5 million, with both figures inclusive of $5 million in secured annualized run-rate
synergies. |
INVESTOR
CONFERENCE CALL
As
previously announced, Powerfleet will hold a conference call on Monday, February 10, 2025, at 8:30 a.m. Eastern time (5:30 a.m. Pacific
time) to discuss results for the third quarter fiscal 2025 ended December 31, 2024.
Management
will make prepared remarks followed by a question-and-answer session.
Date:
Monday, February 10, 2025
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: 466496
The
conference call will be broadcast simultaneously and available for replay here and via the investor section of Powerfleet’s
website at ir.powerfleet.com.
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 adjusted EBITDA, adjusted gross margin, adjusted
gross profit, adjusted service margin, adjusted operating expenses, adjusted net income per share and 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 net income, gross margin, gross profit, cash flow from operating activities or earnings per share
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 most directly comparable GAAP measures can be found in
the financial tables included in this press release.
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 more than 30 years of 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 anticipated financial impacts of our transactions
with MiX Telematics and Fleet Complete. 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) future economic and business conditions;
(ii) integration of our, MiX Telematics’ and Fleet Complete’s businesses and the ability to recognize the anticipated synergies
and benefits of the transactions with MiX Telematics and Fleet Complete; (iii) the loss of any of our key customers or reduction in the
purchase of our products by any such customers; (iv) the failure of the markets for our products to continue to develop; (v) the negative
effects of the transactions on the market price of our securities; (vi) our inability to adequately protect our intellectual property;
(vii) our inability to manage growth; (viii) the effects of competition from a wide variety of local, regional, national and other providers
of wireless solutions; and (ix) 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
Carolyn Capaccio and Jody Burfening
Alliance Advisors IR
AIOTIRTeam@allianceadvisors.com
Powerfleet
Media Contact
Jonathan Bates
jonathan.bates@powerfleet.com
+44 121 717-5360
POWERFLEET,
INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In
thousands, except per share data)
| | |
Three
Months Ended December 31, | | |
Nine
Months Ended December 31, | |
| | |
2023 | | |
2024 | | |
2023 | | |
2024 | |
| | |
Pro
Forma Combined | | |
Consolidated | | |
Pro
Forma Combined | | |
Consolidated | |
| Revenues: | |
| | |
| | |
| | |
| |
| Products | |
$ | 17,402 | | |
$ | 24,687 | | |
$ | 49,872 | | |
$ | 63,718 | |
| Services | |
| 56,233 | | |
| 81,742 | | |
| 164,210 | | |
| 195,159 | |
| Total revenues | |
| 73,635 | | |
| 106,429 | | |
| 214,082 | | |
| 258,877 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenues: | |
| | | |
| | | |
| | | |
| | |
| Cost of products | |
| 12,996 | | |
| 17,129 | | |
| 35,381 | | |
| 43,809 | |
| Cost of services | |
| 19,762 | | |
| 30,517 | | |
| 58,312 | | |
| 75,294 | |
| Total cost of revenues | |
| 32,758 | | |
| 47,646 | | |
| 93,693 | | |
| 119,103 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 40,877 | | |
| 58,783 | | |
| 120,389 | | |
| 139,774 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative
expenses | |
| 38,957 | | |
| 55,405 | | |
| 110,473 | | |
| 147,522 | |
| Research
and development expenses | |
| 3,434 | | |
| 4,621 | | |
| 11,060 | | |
| 11,157 | |
| Total operating expenses | |
| 42,391 | | |
| 60,026 | | |
| 121,533 | | |
| 158,679 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (1,514 | ) | |
| (1,243 | ) | |
| (1,144 | ) | |
| (18,905 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 341 | | |
| 359 | | |
| 853 | | |
| 831 | |
| Interest expense | |
| (1,742 | ) | |
| (7,942 | ) | |
| (3,111 | ) | |
| (14,675 | ) |
| Bargain purchase - Movingdots | |
| 1,517 | | |
| — | | |
| 1,800 | | |
| — | |
| Other income/(expense),
net | |
| 58 | | |
| (2,011 | ) | |
| (266 | ) | |
| (961 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss before income taxes | |
| (1,340 | ) | |
| (10,837 | ) | |
| (1,868 | ) | |
| (33,710 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax expense | |
| (670 | ) | |
| (3,513 | ) | |
| (5,097 | ) | |
| (4,821 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss before non-controlling interest | |
| (2,010 | ) | |
| (14,350 | ) | |
| (6,965 | ) | |
| (38,531 | ) |
| Non-controlling interest | |
| (32 | ) | |
| 1 | | |
| (38 | ) | |
| (17 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| (2,042 | ) | |
| (14,349 | ) | |
| (7,003 | ) | |
| (38,548 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Accretion of preferred stock | |
| (1,878 | ) | |
| — | | |
| (5,484 | ) | |
| — | |
| Preferred stock dividend | |
| (1,129 | ) | |
| — | | |
| (3,385 | ) | |
| (25 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable
to common stockholders | |
$ | (5,049 | ) | |
$ | (14,349 | ) | |
$ | (15,872 | ) | |
$ | (38,573 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per share attributable
to common stockholders - basic and diluted | |
$ | (0.05 | ) | |
$ | (0.11 | ) | |
$ | (0.15 | ) | |
$ | (0.33 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common
shares outstanding - basic and diluted | |
| 106,335 | | |
| 132,189 | | |
| 106,367 | | |
| 115,650 | |
POWERFLEET,
INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
thousands, except per share data)
| | |
March
31, 2024 | | |
December
31, 2024 | |
| | |
Pro
Forma Combined | | |
Consolidated | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash
equivalents | |
$ | 51,091 | | |
$ | 33,634 | |
| Restricted cash | |
| 86,104 | | |
| 5,011 | |
| Accounts receivables, net | |
| 55,008 | | |
| 82,167 | |
| Inventory, net | |
| 25,800 | | |
| 27,985 | |
| Deferred costs - current | |
| 42 | | |
| 6 | |
| Prepaid
expenses and other current assets | |
| 17,784 | | |
| 25,455 | |
| Total current assets | |
| 235,829 | | |
| 174,258 | |
| Fixed assets, net | |
| 48,306 | | |
| 55,257 | |
| Goodwill | |
| 121,713 | | |
| 374,939 | |
| Intangible assets, net | |
| 40,444 | | |
| 263,396 | |
| Right-of-use asset | |
| 11,222 | | |
| 12,308 | |
| Severance payable fund | |
| 3,796 | | |
| 4,461 | |
| Deferred tax asset | |
| 3,874 | | |
| 5,766 | |
| Other assets | |
| 19,090 | | |
| 18,284 | |
| Total
assets | |
$ | 484,274 | | |
$ | 908,669 | |
| | |
| | | |
| | |
| LIABILITIES | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Short-term bank debt and
current maturities of long-term debt | |
$ | 22,109 | | |
$ | 34,596 | |
| Accounts payable and accrued
expenses | |
| 60,763 | | |
| 86,481 | |
| Deferred revenue - current | |
| 12,236 | | |
| 17,912 | |
| Lease
liability - current | |
| 2,648 | | |
| 4,763 | |
| Total current liabilities | |
| 97,756 | | |
| 143,752 | |
| Long-term debt - less current maturities | |
| 113,810 | | |
| 233,750 | |
| Deferred revenue - less current portion | |
| 4,892 | | |
| 3,949 | |
| Lease liability - less current portion | |
| 8,773 | | |
| 8,268 | |
| Accrued severance payable | |
| 4,597 | | |
| 4,906 | |
| Deferred tax liability | |
| 18,669 | | |
| 52,461 | |
| Other long-term liabilities | |
| 2,980 | | |
| 3,042 | |
| Total
liabilities | |
| 251,477 | | |
| 450,128 | |
| | |
| | | |
| | |
| Convertible redeemable
preferred stock: Series A | |
| 90,273 | | |
| — | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Preferred stock | |
| — | | |
| — | |
| Common stock | |
| 63,842 | | |
| 1,339 | |
| Additional paid-in capital | |
| 200,218 | | |
| 669,492 | |
| Accumulated deficit | |
| (78,516 | ) | |
| (193,345 | ) |
| Accumulated other comprehensive loss | |
| (17,133 | ) | |
| (7,578 | ) |
| Treasury stock | |
| (25,997 | ) | |
| (11,518 | ) |
| | |
| | | |
| | |
| Total stockholders’ equity | |
| 142,414 | | |
| 458,390 | |
| Non-controlling interest | |
| 110 | | |
| 151 | |
| Total
equity | |
| 142,524 | | |
| 458,541 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Total
liabilities, convertible redeemable preferred stock, and stockholders’ equity | |
$ | 484,274 | | |
$ | 908,669 | |
POWERFLEET,
INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
thousands)
| | |
Nine
Months Ended December 31, | |
| | |
2023 | | |
2024 | |
| | |
Pro
Forma
Combined | | |
Consolidated | |
| Cash flows from operating
activities | |
| | | |
| | |
| Net loss | |
$ | (7,003 | ) | |
$ | (38,548 | ) |
| Adjustments to reconcile net loss to cash provided
by/(used in) operating activities: | |
| | | |
| | |
| Non-controlling interest | |
| 38 | | |
| 17 | |
| Gain on bargain purchase | |
| (1,800 | ) | |
| — | |
| Inventory reserve | |
| 1,821 | | |
| 1,571 | |
| Stock based compensation
expense | |
| 3,903 | | |
| 8,438 | |
| Depreciation and amortization | |
| 21,179 | | |
| 33,042 | |
| Right-of-use assets, non-cash
lease expense | |
| 2,156 | | |
| 4,284 | |
| Derivative mark-to-market
adjustment | |
| — | | |
| (475 | ) |
| Bad debts expense | |
| 4,900 | | |
| 7,229 | |
| Deferred income taxes | |
| 2,935 | | |
| 676 | |
| Shares issued for transaction
bonuses | |
| — | | |
| 889 | |
| Lease termination and modification
losses | |
| — | | |
| 232 | |
| Other non-cash items | |
| 3,907 | | |
| 727 | |
| Changes in operating assets
and liabilities: | |
| | | |
| | |
| Accounts receivables | |
| (11,552 | ) | |
| (15,245 | ) |
| Inventories | |
| (2,030 | ) | |
| 2,623 | |
| Prepaid expenses and other
current assets | |
| 381 | | |
| 2,062 | |
| Deferred costs | |
| (6,323 | ) | |
| (5,124 | ) |
| Deferred revenue | |
| (292 | ) | |
| 1,031 | |
| Accounts payable and accrued
expenses | |
| 6,117 | | |
| (15,655 | ) |
| Lease liabilities | |
| (2,157 | ) | |
| (4,098 | ) |
| Accrued
severance payable, net | |
| (21 | ) | |
| (562 | ) |
| | |
| | | |
| | |
| Net cash provided by/(used
in) operating activities | |
| 16,159 | | |
| (16,886 | ) |
| | |
| | | |
| | |
| Cash flows from investing
activities: | |
| | | |
| | |
| Acquisition, net of cash assumed | |
| — | | |
| (137,112 | ) |
| Proceeds from sale of fixed assets | |
| — | | |
| 256 | |
| Capitalized software development costs | |
| (7,203 | ) | |
| (7,310 | ) |
| Capital expenditures | |
| (15,140 | ) | |
| (16,607 | ) |
| Deferred consideration paid | |
| (1,414 | ) | |
| — | |
| Repayment of loan advanced
to external parties | |
| — | | |
| 294 | |
| | |
| | | |
| | |
| Net
cash used in investing activities | |
| (23,757 | ) | |
| (160,479 | ) |
| | |
| | | |
| | |
| Cash flows from financing
activities: | |
| | | |
| | |
| Repayment of long-term debt | |
| (3,079 | ) | |
| (2,140 | ) |
| Short-term bank debt, net | |
| 10,268 | | |
| 11,887 | |
| Purchase of treasury stock upon vesting of
restricted stock | |
| (643 | ) | |
| (2,836 | ) |
| Repayment of financing lease | |
| (129 | ) | |
| | |
| Payment of preferred stock dividend and redemption
of preferred stock | |
| (3,385 | ) | |
| (90,298 | ) |
| Proceeds from private placement, net | |
| — | | |
| 66,459 | |
| Proceeds from long-term debt | |
| — | | |
| 125,000 | |
| Payment of long-term debt costs | |
| — | | |
| (1,410 | ) |
| Proceeds from exercise of stock options, net | |
| 36 | | |
| 912 | |
| Cash paid on dividends
to affiliates | |
| (4,002 | ) | |
| (6 | ) |
| | |
| | | |
| | |
| Net cash (used in)/provided
by financing activities | |
| (934 | ) | |
| 107,568 | |
| | |
| | | |
| | |
| Effect of foreign exchange
rate changes on cash and cash equivalents | |
| (1,600 | ) | |
| (1,222 | ) |
| Net decrease in cash and
cash equivalents, and restricted cash | |
| (10,132 | ) | |
| (71,019 | ) |
| Cash and cash equivalents,
and restricted cash at beginning of the period | |
| 55,746 | | |
| 109,664 | |
| | |
| | | |
| | |
| Cash
and cash equivalents, and restricted cash at end of the period | |
$ | 45,614 | | |
$ | 38,645 | |
| | |
| | | |
| | |
| Reconciliation of cash,
cash equivalents, and restricted cash, beginning of the period | |
| | | |
| | |
| Cash and cash equivalents | |
| 54,656 | | |
| 24,354 | |
| Restricted cash | |
| 1,090 | | |
| 85,310 | |
| Cash, cash equivalents,
and restricted cash, beginning of the period | |
$ | 55,746 | | |
$ | 109,664 | |
| | |
| | | |
| | |
| Reconciliation of cash,
cash equivalents, and restricted cash, end of the period | |
| | | |
| | |
| Cash and cash equivalents | |
| 44,441 | | |
| 33,634 | |
| Restricted cash | |
| 1,173 | | |
| 5,011 | |
| Cash, cash equivalents,
and restricted cash, end of the period | |
$ | 45,614 | | |
$ | 38,645 | |
| | |
| | | |
| | |
| Supplemental disclosure
of cash flow information: | |
| | | |
| | |
| Cash paid for: | |
| | | |
| | |
| Taxes | |
$ | 1,757 | | |
$ | 1,052 | |
| Interest | |
$ | 1,828 | | |
$ | 11,517 | |
| | |
| | | |
| | |
| Noncash investing and financing
activities: | |
| | | |
| | |
| Common stock issued for
transaction bonus | |
$ | — | | |
$ | 9 | |
| Shares issued in connection
with MiX Combination | |
$ | — | | |
$ | 362,005 | |
| Shares issued in connection
with Fleet Complete acquisition | |
$ | — | | |
$ | 21,343 | |
| Value of licensed intellectual
property acquired in connection with Movingdots acquisition | |
$ | 1,517 | | |
$ | — | |
| Preferred stock dividends
paid in shares | |
$ | 1,108 | | |
$ | — | |
| POWERFLEET,
INC. AND SUBSIDIARIES |
| RECONCILIATION
OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES |
| (In thousands) |
| | |
| | |
| | |
| | |
| |
| | |
Three
Months Ended December 31, | | |
Nine
Months Ended December 31, | |
| | |
2023 | | |
2024 | | |
2023 | | |
2024 | |
| | |
Pro
Forma
Combined | | |
Consolidated | | |
Pro
Forma
Combined | | |
Consolidated | |
| Net loss attributable to common
stockholders | |
$ | (5,049 | ) | |
$ | (14,349 | ) | |
$ | (15,872 | ) | |
$ | (38,573 | ) |
| Non-controlling interest | |
| 32 | | |
| (1 | ) | |
| 38 | | |
| 17 | |
| Preferred stock dividend and accretion | |
| 3,007 | | |
| — | | |
| 8,870 | | |
| 25 | |
| Interest expense, net | |
| 1,095 | | |
| 7,583 | | |
| 2,257 | | |
| 13,844 | |
| Other expense, net | |
| 8 | | |
| — | | |
| 32 | | |
| — | |
| Income tax expense | |
| 670 | | |
| 3,513 | | |
| 5,097 | | |
| 4,821 | |
| Depreciation and amortization | |
| 7,602 | | |
| 13,643 | | |
| 21,179 | | |
| 33,042 | |
| Stock-based compensation | |
| 1,385 | | |
| 1,138 | | |
| 3,903 | | |
| 8,438 | |
| Foreign currency losses | |
| 637 | | |
| 543 | | |
| 1,055 | | |
| 1,288 | |
| Restructuring-related expenses | |
| 144 | | |
| 841 | | |
| 741 | | |
| 3,108 | |
| Gain on bargain purchase - Movingdots | |
| (1,517 | ) | |
| — | | |
| (1,800 | ) | |
| — | |
| Derivative mark-to-market adjustment | |
| — | | |
| 1,722 | | |
| — | | |
| (475 | ) |
| Recognition of pre October 1, 2024 Contract
Assets (Fleet Complete) | |
| — | | |
| 2,041 | | |
| — | | |
| 2,041 | |
| Net profit on fixed assets | |
| (45 | ) | |
| — | | |
| (49 | ) | |
| — | |
| Contingent consideration remeasurement | |
| (511 | ) | |
| — | | |
| (1,049 | ) | |
| — | |
| Acquisition-related expenses | |
| 4,885 | | |
| 5,301 | | |
| 7,136 | | |
| 20,872 | |
| Integration-related expenses | |
| — | | |
| 520 | | |
| — | | |
| 2,259 | |
| Non-recurring transitional
service agreement costs | |
| 361 | | |
| — | | |
| 482 | | |
| — | |
| Adjusted EBITDA | |
$ | 12,704 | | |
$ | 22,495 | | |
$ | 32,020 | | |
$ | 50,707 | |
| POWERFLEET,
INC. AND SUBSIDIARIES |
| RECONCILIATION
OF GAAP TO NON-GAAP NET INCOME FINANCIAL MEASURES |
| (In thousands) |
| | |
| | |
| | |
| | |
| |
| | |
Three
Months Ended December 31, | | |
Nine
Months Ended December 31, | |
| | |
2023 | | |
2024 | | |
2023 | | |
2024 | |
| | |
Pro
Forma
Combined | | |
Consolidated | | |
Pro
Forma
Combined | | |
Consolidated | |
| Net loss | |
$ | (2,042 | ) | |
$ | (14,349 | ) | |
$ | (7,003 | ) | |
$ | (38,548 | ) |
| Incremental intangible assets amortization
expense as a result of MiX Telematics and Fleet Complete business combinations | |
| — | | |
| 5,393 | | |
| — | | |
| 9,551 | |
| Stock-based compensation (non-recurring/accelerated
cost) | |
| — | | |
| — | | |
| — | | |
| 4,693 | |
| Foreign currency losses | |
| 637 | | |
| 543 | | |
| 1,055 | | |
| 1,288 | |
| Income tax effect of net foreign exchange (losses)/gains | |
| (644 | ) | |
| 1,631 | | |
| (110 | ) | |
| (225 | ) |
| Restructuring-related expenses | |
| 144 | | |
| 841 | | |
| 741 | | |
| 3,108 | |
| Income tax effect of restructuring costs | |
| — | | |
| (30 | ) | |
| (7 | ) | |
| (154 | ) |
| Derivative mark-to-market adjustment | |
| — | | |
| 1,722 | | |
| — | | |
| (475 | ) |
| Acquisition-related expenses | |
| 4,885 | | |
| 5,301 | | |
| 7,136 | | |
| 20,872 | |
| Integration-related expenses | |
| — | | |
| 520 | | |
| — | | |
| 2,259 | |
| Non-recurring transitional service agreement
costs | |
| 361 | | |
| — | | |
| 482 | | |
| — | |
| Contingent consideration remeasurement | |
| (511 | ) | |
| — | | |
| (1,049 | ) | |
| — | |
| Income tax effect of contingent
consideration remeasurement | |
| — | | |
| — | | |
| — | | |
| — | |
| Non-GAAP net income | |
$ | 2,830 | | |
$ | 1,572 | | |
$ | 1,245 | | |
$ | 2,369 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding | |
| 106,335 | | |
| 132,189 | | |
| 106,367 | | |
| 115,650 | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP net income per share - basic | |
$ | 0.03 | | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | 0.02 | |
| POWERFLEET,
INC. AND SUBSIDIARIES |
| ADJUSTED
GROSS PROFIT MARGINS |
| (In thousands) |
| | |
| | |
| | |
| | |
| |
| | |
Three
Months Ended December 31, | | |
Nine
Months Ended December 31, | |
| | |
2023 | | |
2024 | | |
2023 | | |
2024 | |
| | |
Pro
Forma Combined | | |
Consolidated | | |
Pro
Forma Combined | | |
Consolidated | |
| Revenues: | |
| | |
| | |
| | |
| |
| Products | |
$ | 17,402 | | |
$ | 24,687 | | |
$ | 49,872 | | |
$ | 63,718 | |
| Services | |
| 56,233 | | |
| 81,742 | | |
| 164,210 | | |
| 195,159 | |
| Total revenues | |
| 73,635 | | |
| 106,429 | | |
| 214,082 | | |
| 258,877 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenues: | |
| | | |
| | | |
| | | |
| | |
| Cost of products | |
| 12,996 | | |
| 17,129 | | |
| 35,381 | | |
| 43,809 | |
| Cost of services | |
| 19,762 | | |
| 30,517 | | |
| 58,312 | | |
| 75,294 | |
| Total cost of revenues | |
| 32,758 | | |
| 47,646 | | |
| 93,693 | | |
| 119,103 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
$ | 40,877 | | |
$ | 58,783 | | |
$ | 120,389 | | |
$ | 139,774 | |
| | |
| | | |
| | | |
| | | |
| | |
| Product margin | |
| 25.3 | % | |
| 30.6 | % | |
| 29.1 | % | |
| 31.2 | % |
| Service margin | |
| 64.9 | % | |
| 62.7 | % | |
| 64.5 | % | |
| 61.4 | % |
| Total gross profit margin | |
| 55.5 | % | |
| 55.2 | % | |
| 56.2 | % | |
| 54.0 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Incremental intangible assets amortization
expense as a result of MiX Telematics and Fleet Complete business combinations | |
$ | — | | |
$ | 5,393 | | |
$ | — | | |
$ | 9,551 | |
| Inventory rationalization | |
$ | — | | |
$ | 6 | | |
$ | — | | |
$ | 740 | |
| | |
| | | |
| | | |
| | | |
| | |
| Product margin | |
| 25.3 | % | |
| 30.6 | % | |
| 29.1 | % | |
| 32.4 | % |
| Service margin | |
| 64.9 | % | |
| 69.3 | % | |
| 64.5 | % | |
| 66.3 | % |
| Adjusted total gross profit
margin | |
| 55.5 | % | |
| 60.3 | % | |
| 56.2 | % | |
| 58.0 | % |
| POWERFLEET,
INC. AND SUBSIDIARIES |
| ADJUSTED
OPERATING EXPENSES |
| (In thousands) |
| | |
| | |
| | |
| | |
| |
| | |
Three
Months Ended December 31, | | |
Nine
Months Ended December 31, | |
| | |
2023 | | |
2024 | | |
2023 | | |
2024 | |
| | |
Pro
Forma Combined | | |
Consolidated | | |
Pro
Forma Combined | | |
Consolidated | |
| Total operating expenses | |
$ | 42,391 | | |
$ | 60,026 | | |
$ | 121,533 | | |
$ | 158,679 | |
| Adjusted for once-off costs | |
| | | |
| | | |
| | | |
| | |
| Acquisition-related expenses | |
| 4,885 | | |
| 5,301 | | |
| 7,136 | | |
| 20,872 | |
| Integration-related costs | |
| — | | |
| 520 | | |
| — | | |
| 2,259 | |
| Stock-based compensation
(non-recurring/accelerated cost) | |
| — | | |
| — | | |
| — | | |
| 4,693 | |
| Restructuring-related
expenses | |
| 144 | | |
| 841 | | |
| 741 | | |
| 3,108 | |
| | |
| 5,029 | | |
| 6,662 | | |
| 7,877 | | |
| 30,932 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted operating expenses | |
$ | 37,362 | | |
$ | 53,364 | | |
$ | 113,656 | | |
$ | 127,747 | |
POWERFLEET,
INC. AND MiX TELEMATICS
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In
thousands, except per share data)
| | |
Three
Months Ended December 31, 2023 | |
| | |
Powerfleet
Inc. | | |
MiX
Telematics | | |
Adjustments
to align disclosure | | |
Pro
Forma Combined | |
| Revenues: | |
| | |
| | |
| | |
| |
| Products | |
$ | 12,916 | | |
$ | 5,430 | | |
$ | (944 | ) | |
$ | 17,402 | |
| Services | |
| 21,634 | | |
| 33,655 | | |
| 944 | | |
| 56,233 | |
| Total revenues | |
| 34,550 | | |
| 39,085 | | |
| — | | |
| 73,635 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenues: | |
| | | |
| | | |
| | | |
| | |
| Cost of products | |
| 10,009 | | |
| 3,645 | | |
| (658 | ) | |
| 12,996 | |
| Cost of services | |
| 7,162 | | |
| 11,942 | | |
| 658 | | |
| 19,762 | |
| Total cost of revenues | |
| 17,171 | | |
| 15,587 | | |
| — | | |
| 32,758 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 17,379 | | |
| 23,498 | | |
| — | | |
| 40,877 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative
expenses | |
| 19,337 | | |
| 19,620 | | |
| — | | |
| 38,957 | |
| Research
and development expenses | |
| 2,010 | | |
| 1,424 | | |
| — | | |
| 3,434 | |
| Total operating expenses | |
| 21,347 | | |
| 21,044 | | |
| — | | |
| 42,391 | |
| | |
| | | |
| | | |
| | | |
| | |
| (Loss)/income from operations | |
| (3,968 | ) | |
| 2,454 | | |
| — | | |
| (1,514 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 34 | | |
| 307 | | |
| — | | |
| 341 | |
| Interest expense | |
| (1,138 | ) | |
| (604 | ) | |
| — | | |
| (1,742 | ) |
| Bargain purchase - Movingdots | |
| 1,517 | | |
| — | | |
| — | | |
| 1,517 | |
| Other (expense)/income,
net | |
| (8 | ) | |
| 66 | | |
| — | | |
| 58 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss)/income before income taxes | |
| (3,563 | ) | |
| 2,223 | | |
| — | | |
| (1,340 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax benefit/(expense) | |
| 92 | | |
| (762 | ) | |
| — | | |
| (670 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss)/income before non-controlling interest | |
| (3,471 | ) | |
| 1,461 | | |
| — | | |
| (2,010 | ) |
| Non-controlling interest | |
| (32 | ) | |
| — | | |
| — | | |
| (32 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss)/income | |
| (3,503 | ) | |
| 1,461 | | |
| — | | |
| (2,042 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Accretion of preferred stock | |
| (1,878 | ) | |
| — | | |
| — | | |
| (1,878 | ) |
| Preferred stock dividend | |
| (1,129 | ) | |
| — | | |
| — | | |
| (1,129 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss)/income attributable
to common stockholders | |
$ | (6,510 | ) | |
$ | 1,461 | | |
$ | — | | |
$ | (5,049 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss)/income per
share attributable to common stockholders - basic and diluted | |
$ | (0.18 | ) | |
$ | 0.02 | | |
| | | |
$ | (0.05 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding
- basic | |
| 35,706 | | |
| 70,629 | | |
| | | |
| 106,335 | |
POWERFLEET,
INC. AND MiX TELEMATICS
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In
thousands, except per share data)
| | |
Nine
Months Ended December 31, 2023 | |
| | |
Powerfleet
Inc. | | |
MiX
Telematics | | |
Adjustments
to align disclosure | | |
Pro
Forma Combined | |
| Revenues: | |
| | |
| | |
| | |
| |
| Products | |
$ | 37,232 | | |
$ | 14,895 | | |
$ | (2,255 | ) | |
$ | 49,872 | |
| Services | |
| 63,652 | | |
| 98,303 | | |
| 2,255 | | |
| 164,210 | |
| Total revenues | |
| 100,884 | | |
| 113,198 | | |
| — | | |
| 214,082 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenues: | |
| | | |
| | | |
| | | |
| | |
| Cost of products | |
| 27,402 | | |
| 9,938 | | |
| (1,959 | ) | |
| 35,381 | |
| Cost of services | |
| 22,980 | | |
| 33,373 | | |
| 1,959 | | |
| 58,312 | |
| Total cost of revenues | |
| 50,382 | | |
| 43,311 | | |
| — | | |
| 93,693 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 50,502 | | |
| 69,887 | | |
| — | | |
| 120,389 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative
expenses | |
| 54,312 | | |
| 56,161 | | |
| — | | |
| 110,473 | |
| Research
and development expenses | |
| 6,657 | | |
| 4,403 | | |
| — | | |
| 11,060 | |
| Total operating expenses | |
| 60,969 | | |
| 60,564 | | |
| — | | |
| 121,533 | |
| | |
| | | |
| | | |
| | | |
| | |
| (Loss)/income from operations | |
| (10,467 | ) | |
| 9,323 | | |
| — | | |
| (1,144 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 79 | | |
| 774 | | |
| — | | |
| 853 | |
| Interest expense | |
| (1,466 | ) | |
| (1,645 | ) | |
| — | | |
| (3,111 | ) |
| Bargain purchase - Movingdots | |
| 1,800 | | |
| — | | |
| — | | |
| 1,800 | |
| Other expense, net | |
| (32 | ) | |
| (234 | ) | |
| — | | |
| (266 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss)/income before income taxes | |
| (10,086 | ) | |
| 8,218 | | |
| — | | |
| (1,868 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax expense | |
| (197 | ) | |
| (4,900 | ) | |
| — | | |
| (5,097 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss)/income before non-controlling interest | |
| (10,283 | ) | |
| 3,318 | | |
| — | | |
| (6,965 | ) |
| Non-controlling interest | |
| (38 | ) | |
| — | | |
| — | | |
| (38 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss)/income | |
| (10,321 | ) | |
| 3,318 | | |
| — | | |
| (7,003 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Accretion of preferred stock | |
| (5,484 | ) | |
| — | | |
| — | | |
| (5,484 | ) |
| Preferred stock dividend | |
| (3,385 | ) | |
| — | | |
| — | | |
| (3,385 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss)/income attributable
to common stockholders | |
$ | (19,190 | ) | |
$ | 3,318 | | |
$ | — | | |
$ | (15,872 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss)/income per
share attributable to common stockholders - basic | |
$ | (0.54 | ) | |
$ | 0.05 | | |
| | | |
$ | (0.15 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding
- basic | |
| 35,655 | | |
| 70,712 | | |
| | | |
| 106,367 | |
POWERFLEET,
INC. AND MiX TELEMATICS
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
thousands, except per share data)
| | |
March
31, 2024 | |
| | |
Powerfleet
Inc. | | |
MiX
Telematics | | |
Pro
Forma Combined | |
| ASSETS | |
| | |
| | |
| |
| Current assets: | |
| | | |
| | | |
| | |
| Cash and cash
equivalents | |
$ | 24,354 | | |
$ | 26,737 | | |
$ | 51,091 | |
| Restricted cash | |
| 85,310 | | |
| 794 | | |
| 86,104 | |
| Accounts receivables, net | |
| 30,333 | | |
| 24,675 | | |
| 55,008 | |
| Inventory, net | |
| 21,658 | | |
| 4,142 | | |
| 25,800 | |
| Deferred costs - current | |
| 42 | | |
| — | | |
| 42 | |
| Prepaid
expenses and other current assets | |
| 8,091 | | |
| 9,693 | | |
| 17,784 | |
| Total current assets | |
| 169,788 | | |
| 66,041 | | |
| 235,829 | |
| Fixed assets, net | |
| 12,719 | | |
| 35,587 | | |
| 48,306 | |
| Goodwill | |
| 83,487 | | |
| 38,226 | | |
| 121,713 | |
| Intangible assets, net | |
| 19,652 | | |
| 20,792 | | |
| 40,444 | |
| Right-of-use asset | |
| 7,428 | | |
| 3,794 | | |
| 11,222 | |
| Severance payable fund | |
| 3,796 | | |
| — | | |
| 3,796 | |
| Deferred tax asset | |
| 2,781 | | |
| 1,093 | | |
| 3,874 | |
| Other assets | |
| 9,029 | | |
| 10,061 | | |
| 19,090 | |
| Total
assets | |
$ | 308,680 | | |
$ | 175,594 | | |
$ | 484,274 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES | |
| | | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | | |
| | |
| Short-term bank debt and
current maturities of long-term debt | |
$ | 1,951 | | |
$ | 20,158 | | |
$ | 22,109 | |
| Accounts payable and accrued
expenses | |
| 34,008 | | |
| 26,755 | | |
| 60,763 | |
| Deferred revenue - current | |
| 5,842 | | |
| 6,394 | | |
| 12,236 | |
| Lease
liability - current | |
| 1,789 | | |
| 859 | | |
| 2,648 | |
| Total current liabilities | |
| 43,590 | | |
| 54,166 | | |
| 97,756 | |
| Long-term debt - less current maturities | |
| 113,810 | | |
| — | | |
| 113,810 | |
| Deferred revenue - less current portion | |
| 4,892 | | |
| — | | |
| 4,892 | |
| Lease liability - less current portion | |
| 5,921 | | |
| 2,852 | | |
| 8,773 | |
| Accrued severance payable | |
| 4,597 | | |
| — | | |
| 4,597 | |
| Deferred tax liability | |
| 4,465 | | |
| 14,204 | | |
| 18,669 | |
| Other long-term liabilities | |
| 2,496 | | |
| 484 | | |
| 2,980 | |
| Total
liabilities | |
| 179,771 | | |
| 71,706 | | |
| 251,477 | |
| | |
| | | |
| | | |
| | |
| Convertible redeemable
preferred stock: Series A | |
| 90,273 | | |
| — | | |
| 90,273 | |
| | |
| | | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| Preferred stock | |
| — | | |
| — | | |
| — | |
| Common stock | |
| 387 | | |
| 63,455 | | |
| 63,842 | |
| Additional paid-in capital | |
| 202,607 | | |
| (2,389 | ) | |
| 200,218 | |
| Accumulated deficit | |
| (154,796 | ) | |
| 76,280 | | |
| (78,516 | ) |
| Accumulated other comprehensive loss | |
| (985 | ) | |
| (16,148 | ) | |
| (17,133 | ) |
| Treasury stock | |
| (8,682 | ) | |
| (17,315 | ) | |
| (25,997 | ) |
| | |
| | | |
| | | |
| | |
| Total stockholders’ equity | |
| 38,531 | | |
| 103,883 | | |
| 142,414 | |
| Non-controlling interest | |
| 105 | | |
| 5 | | |
| 110 | |
| Total
equity | |
| 38,636 | | |
| 103,888 | | |
| 142,524 | |
| | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| Total
liabilities, convertible redeemable preferred stock, and stockholders’ equity | |
$ | 308,680 | | |
$ | 175,594 | | |
$ | 484,274 | |
POWERFLEET,
INC. AND MiX TELEMATICS
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
thousands)
| | |
Nine
Months Ended December 31, 2023 | |
| | |
Powerfleet
Inc. | | |
MiX
Telematics | | |
Pro
Forma
Combined | |
| Cash flows from operating
activities | |
| | | |
| | | |
| | |
| Net (loss)/income | |
$ | (10,321 | ) | |
$ | 3,318 | | |
$ | (7,003 | ) |
| Adjustments to reconcile net (loss)/income
to cash (used in)/provided by operating activities: | |
| | | |
| | | |
| | |
| Non-controlling interest | |
| 38 | | |
| — | | |
| 38 | |
| Gain on bargain purchase | |
| (1,800 | ) | |
| — | | |
| (1,800 | ) |
| Inventory reserve | |
| 1,498 | | |
| 323 | | |
| 1,821 | |
| Stock based compensation
expense | |
| 3,076 | | |
| 827 | | |
| 3,903 | |
| Depreciation and amortization | |
| 7,155 | | |
| 14,024 | | |
| 21,179 | |
| Right-of-use assets, non-cash
lease expense | |
| 2,156 | | |
| — | | |
| 2,156 | |
| Bad debts expense | |
| 1,339 | | |
| 3,561 | | |
| 4,900 | |
| Deferred income taxes | |
| (378 | ) | |
| 3,313 | | |
| 2,935 | |
| Other non-cash items | |
| 58 | | |
| 3,849 | | |
| 3,907 | |
| Changes in operating assets
and liabilities: | |
| | | |
| | | |
| | |
| Accounts receivables | |
| (2,284 | ) | |
| (9,268 | ) | |
| (11,552 | ) |
| Inventories | |
| (1,506 | ) | |
| (524 | ) | |
| (2,030 | ) |
| Prepaid expenses and other
current assets | |
| 876 | | |
| (495 | ) | |
| 381 | |
| Deferred costs | |
| 440 | | |
| (6,763 | ) | |
| (6,323 | ) |
| Deferred revenue | |
| (292 | ) | |
| — | | |
| (292 | ) |
| Accounts payable and accrued
expenses | |
| 4,765 | | |
| 1,352 | | |
| 6,117 | |
| Lease liabilities | |
| (2,157 | ) | |
| — | | |
| (2,157 | ) |
| Accrued
severance payable, net | |
| (21 | ) | |
| — | | |
| (21 | ) |
| | |
| | | |
| | | |
| | |
| Net cash provided by operating
activities | |
| 2,642 | | |
| 13,517 | | |
| 16,159 | |
| | |
| | | |
| | | |
| | |
| Cash flows from investing
activities: | |
| | | |
| | | |
| | |
| Capitalized software development costs | |
| (2,949 | ) | |
| (4,254 | ) | |
| (7,203 | ) |
| Capital expenditures | |
| (2,364 | ) | |
| (12,776 | ) | |
| (15,140 | ) |
| Deferred consideration
paid | |
| — | | |
| (1,414 | ) | |
| (1,414 | ) |
| | |
| | | |
| | | |
| | |
| Net
cash used in investing activities | |
| (5,313 | ) | |
| (18,444 | ) | |
| (23,757 | ) |
| | |
| | | |
| | | |
| | |
| Cash flows from financing
activities: | |
| | | |
| | | |
| | |
| Repayment of long-term debt | |
| (3,079 | ) | |
| — | | |
| (3,079 | ) |
| Short-term bank debt, net | |
| 4,322 | | |
| 5,946 | | |
| 10,268 | |
| Purchase of treasury stock upon vesting of
restricted stock | |
| (97 | ) | |
| (546 | ) | |
| (643 | ) |
| Repayment of financing lease | |
| (129 | ) | |
| — | | |
| (129 | ) |
| Payment of preferred stock dividend and redemption
of preferred stock | |
| (3,385 | ) | |
| — | | |
| (3,385 | ) |
| Proceeds from exercise of stock options, net | |
| 36 | | |
| — | | |
| 36 | |
| Cash paid on dividends
to affiliates | |
| — | | |
| (4,002 | ) | |
| (4,002 | ) |
| | |
| | | |
| | | |
| | |
| Net
cash (used in)/from financing activities | |
| (2,332 | ) | |
| 1,398 | | |
| (934 | ) |
| | |
| | | |
| | | |
| | |
| Effect of foreign exchange
rate changes on cash and cash equivalents | |
| (754 | ) | |
| (846 | ) | |
| (1,600 | ) |
| Net decrease in cash and
cash equivalents, and restricted cash | |
| (5,757 | ) | |
| (4,375 | ) | |
| (10,132 | ) |
| Cash and cash equivalents,
and restricted cash at beginning of the period | |
| 25,089 | | |
| 30,657 | | |
| 55,746 | |
| | |
| | | |
| | | |
| | |
| Cash
and cash equivalents, and restricted cash at end of the period | |
$ | 19,332 | | |
$ | 26,282 | | |
$ | 45,614 | |
| | |
| | | |
| | | |
| | |
| Reconciliation of cash,
cash equivalents, and restricted cash, beginning of the period | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| 24,780 | | |
| 29,876 | | |
| 54,656 | |
| Restricted cash | |
| 309 | | |
| 781 | | |
| 1,090 | |
| Cash, cash equivalents,
and restricted cash, beginning of the period | |
$ | 25,089 | | |
$ | 30,657 | | |
$ | 55,746 | |
| | |
| | | |
| | | |
| | |
| Reconciliation of cash,
cash equivalents, and restricted cash, end of the period | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| 19,022 | | |
| 25,419 | | |
| 44,441 | |
| Restricted cash | |
| 310 | | |
| 863 | | |
| 1,173 | |
| Cash, cash equivalents,
and restricted cash, end of the period | |
$ | 19,332 | | |
$ | 26,282 | | |
$ | 45,614 | |
| | |
| | | |
| | | |
| | |
| Supplemental disclosure
of cash flow information: | |
| | | |
| | | |
| | |
| Cash paid for: | |
| | | |
| | | |
| | |
| Taxes | |
$ | 170 | | |
$ | 1,587 | | |
$ | 1,757 | |
| Interest | |
$ | 1,273 | | |
$ | 555 | | |
$ | 1,828 | |
| | |
| | | |
| | | |
| | |
| Noncash investing and financing
activities: | |
| | | |
| | | |
| | |
| Value
of licensed intellectual property acquired in connection with Movingdots acquisition | |
$ | 1,517 | | |
$ | — | | |
$ | 1,517 | |
| Preferred
stock dividends paid in shares | |
$ | 1,108 | | |
$ | — | | |
$ | 1,108 | |
| POWERFLEET,
INC. AND MiX TELEMATICS |
| RECONCILIATION
OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES |
| (In thousands) |
| | |
| | |
| | |
| |
| | |
Three
Months Ended December 31, 2023 | |
| | |
Powerfleet
Inc. | | |
MiX
Telematics | | |
Pro
Forma
Combined | |
| Net (loss)/profit attributable
to common stockholders | |
$ | (6,510 | ) | |
$ | 1,461 | | |
$ | (5,049 | ) |
| Non-controlling interest | |
| 32 | | |
| — | | |
| 32 | |
| Preferred stock dividend and accretion | |
| 3,007 | | |
| — | | |
| 3,007 | |
| Interest expense, net | |
| 798 | | |
| 297 | | |
| 1,095 | |
| Other expense, net | |
| 8 | | |
| — | | |
| 8 | |
| Income tax (benefit)/expense | |
| (92 | ) | |
| 762 | | |
| 670 | |
| Depreciation and amortization | |
| 2,348 | | |
| 5,254 | | |
| 7,602 | |
| Stock-based compensation | |
| 1,123 | | |
| 262 | | |
| 1,385 | |
| Foreign currency (gains)/losses | |
| 144 | | |
| 493 | | |
| 637 | |
| Restructuring-related expenses | |
| 144 | | |
| — | | |
| 144 | |
| Gain on bargain purchase - Movingdots | |
| (1,517 | ) | |
| — | | |
| (1,517 | ) |
| Net profit on fixed assets | |
| — | | |
| (45 | ) | |
| (45 | ) |
| Contingent consideration remeasurement | |
| — | | |
| (511 | ) | |
| (511 | ) |
| Acquisition-related expenses | |
| 3,685 | | |
| 1,200 | | |
| 4,885 | |
| Non-recurring transitional
service agreement costs | |
| — | | |
| 361 | | |
| 361 | |
| Adjusted EBITDA | |
$ | 3,170 | | |
$ | 9,534 | | |
$ | 12,704 | |
| POWERFLEET,
INC. AND MiX TELEMATICS |
| RECONCILIATION
OF GAAP TO ADJUSTED EBITDA FINANCIAL MEASURES |
| (In thousands) |
| | |
| | |
| | |
| |
| | |
Nine
Months Ended December 31, 2023 | |
| | |
Powerfleet
Inc. | | |
MiX
Telematics | | |
Pro
Forma
Combined | |
| Net (loss)/profit attributable
to common stockholders | |
$ | (19,190 | ) | |
$ | 3,318 | | |
$ | (15,872 | ) |
| Non-controlling interest | |
| 38 | | |
| — | | |
| 38 | |
| Preferred stock dividend and accretion | |
| 8,870 | | |
| — | | |
| 8,870 | |
| Interest expense, net | |
| 1,386 | | |
| 871 | | |
| 2,257 | |
| Other expense, net | |
| 32 | | |
| — | | |
| 32 | |
| Income tax expense | |
| 197 | | |
| 4,900 | | |
| 5,097 | |
| Depreciation and amortization | |
| 7,155 | | |
| 14,024 | | |
| 21,179 | |
| Stock-based compensation | |
| 3,076 | | |
| 827 | | |
| 3,903 | |
| Foreign currency translation | |
| (291 | ) | |
| 1,346 | | |
| 1,055 | |
| Restructuring-related expenses | |
| 711 | | |
| 30 | | |
| 741 | |
| Gain on Bargain purchase - Movingdots | |
| (1,800 | ) | |
| — | | |
| (1,800 | ) |
| Net profit on fixed assets | |
| — | | |
| (49 | ) | |
| (49 | ) |
| Contingent consideration remeasurement | |
| — | | |
| (1,049 | ) | |
| (1,049 | ) |
| Acquisition-related expenses | |
| 5,140 | | |
| 1,996 | | |
| 7,136 | |
| Non-recurring transitional
service agreement costs | |
| — | | |
| 482 | | |
| 482 | |
| Adjusted EBITDA | |
$ | 5,324 | | |
$ | 26,696 | | |
$ | 32,020 | |
| POWERFLEET,
INC. AND MiX TELEMATICS |
| RECONCILIATION
OF GAAP TO NON-GAAP NET INCOME FINANCIAL MEASURES |
| (In thousands) |
| | |
| | |
| | |
| |
| | |
Three
Months Ended December 31, 2023 | |
| | |
Powerfleet
Inc. | | |
MiX
Telematics | | |
Pro
Forma
Combined | |
| Net (loss)/income | |
$ | (3,503 | ) | |
$ | 1,461 | | |
$ | (2,042 | ) |
| Foreign currency losses | |
| 144 | | |
| 493 | | |
| 637 | |
| Income tax effect of
net foreign exchange losses | |
| — | | |
| (644 | ) | |
| (644 | ) |
| Restructuring-related
expenses | |
| 144 | | |
| — | | |
| 144 | |
| Acquisition-related expenses | |
| 3,685 | | |
| 1,200 | | |
| 4,885 | |
| Non-recurring transitional
service agreement costs | |
| — | | |
| 361 | | |
| 361 | |
| Contingent
consideration remeasurement | |
| — | | |
| (511 | ) | |
| (511 | ) |
| Non-GAAP
net income | |
$ | 470 | | |
$ | 2,360 | | |
$ | 2,830 | |
| | |
| | | |
| | | |
| | |
| Weighted average shares outstanding | |
| 35,706 | | |
| 70,629 | | |
| 106,335 | |
| | |
| | | |
| | | |
| | |
| Non-GAAP net income per
share - basic | |
$ | 0.01 | | |
$ | 0.03 | | |
$ | 0.03 | |
| POWERFLEET,
INC. AND MiX TELEMATICS |
| RECONCILIATION
OF GAAP TO NON-GAAP NET (LOSS)/INCOME FINANCIAL MEASURES |
| (In thousands) |
| | |
| | |
| | |
| |
| | |
Nine
Months Ended December 31, 2023 | |
| | |
Powerfleet
Inc. | | |
MiX
Telematics | | |
Pro
Forma
Combined | |
| Net (loss)/income | |
$ | (10,321 | ) | |
$ | 3,318 | | |
$ | (7,003 | ) |
| Foreign currency (gains)/losses | |
| (291 | ) | |
| 1,346 | | |
| 1,055 | |
| Income tax effect of net foreign exchange losses | |
| — | | |
| (110 | ) | |
| (110 | ) |
| Restructuring-related expenses | |
| 711 | | |
| 30 | | |
| 741 | |
| Income tax effect of restructuring costs | |
| — | | |
| (7 | ) | |
| (7 | ) |
| Acquisition-related expenses | |
| 5,140 | | |
| 1,996 | | |
| 7,136 | |
| Non-recurring transitional service agreement
costs | |
| — | | |
| 482 | | |
| 482 | |
| Contingent consideration
remeasurement | |
| — | | |
| (1,049 | ) | |
| (1,049 | ) |
| Non-GAAP net (loss)/income | |
$ | (4,761 | ) | |
$ | 6,006 | | |
$ | 1,245 | |
| | |
| | | |
| | | |
| | |
| Weighted average shares outstanding | |
| 35,655 | | |
| 70,712 | | |
| 106,367 | |
| | |
| | | |
| | | |
| | |
| Non-GAAP net (loss)/income per share - basic | |
$ | (0.13 | ) | |
$ | 0.08 | | |
$ | 0.01 | |
v3.25.0.1
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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