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Q2 FY26 Investor Presentation November 2025
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Important Disclaimers The contents of this presentation are not to be construed as legal, regulatory, business, accounting or tax advice. You should consult your own attorney, business advisor, accountant and tax advisor as to legal, regulatory, business, accounting and tax advice. This presentation has been prepared exclusively for the internal confidential use of the recipient only. This presentation is confidential. Any reproduction of distribution of this presentation, in whole or in part, or the disclosure of the contents hereof, without the prior written consent of Powerfleet, Inc. (“Powerfleet”), is prohibited. Forward Looking Statements This presentation includes “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements involve substantial risks, known or unknown, and uncertainties that may cause actual results to differ materially from future results or outcomes expressed or implied by such forward-looking statements. Forward-looking statements generally relate to future events or Powerfleet’s future financial or operating performance. The following words, when used, are intended to identify forward-looking statements: “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “target,” “result,” “should,” “will,” and similar expressions which do not relate solely to historical matters. Powerfleet cautions investors that any forward-looking statements in this presentation are based on management’s beliefs and on assumptions made by, and information currently available to, management. Such statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties and factors that are beyond Powerfleet’s control. Some of the risks and uncertainties that may cause Powerfleet’s actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements are more fully described in Powerfleet’s filings with the Securities and Exchange Commission, including under the caption “Risk Factors” in Powerfleet’s periodic reports. Moreover, Powerfleet operates in a rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can Powerfleet assess the impact of all such risk factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Powerfleet cautions you that, while forward-looking statements reflect Powerfleet’s good faith beliefs when it makes them, they are not guarantees of future performance and are impacted by actual events when they occur after Powerfleet make such statements. Powerfleet cautions you that you are not to place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date of this presentation. Consequently, you should consider forward-looking statements only as Powerfleet’s current plans, estimates and beliefs. Powerfleet does not undertake and expressly disclaims any obligation to update or revise forward-looking statements, including those set forth in this presentation, to reflect any new events, information, events or any change in conditions or circumstances unless required by law. Except as may be set forth in a definitive agreement, if any, or in any proxy solicitation materials, if any, Powerfleet makes no representations or warranties regarding the proposed transaction discussed in this presentation. Industry / Market Data In this presentation, Powerfleet relies on and refers to certain information and statistics regarding the markets and industries in which Powerfleet competes. Such information and statistics are based on Powerfleet’s management’s estimates and/or obtained from third-party sources, including industry publications, reports by market research firms and company filings, as well as from research reports prepared for other purposes. While Powerfleet believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners, and Powerfleet’s use thereof does not imply an affiliation with, or endorsement by, the owners of such trademarks, service marks, trade names and copyrights. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, © or ® symbols, but Powerfleet will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.
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Important Disclaimers (Cont’ d.) No Offer or Solicitation This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Financial Information; Non-GAAP Financial Measures; Use of Projections Some of the financial information and data contained in this Presentation, such as EBITDA and Adjusted EBITDA, has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). These non-GAAP measures, and other measures that are calculated using such non-GAAP measures, are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP and should not be considered in isolation or as an alternative to operating income, net income or any other performance measures derived in accordance with GAAP. “EBITDA” is defined as Net income (loss) before interest expense (net of interest income), Income tax expense (benefit), and Depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA (as defined above), excluding equity-based compensation expense, non-controlling interest, preferred stock dividend and accretion, as well as certain non-recurring items that Powerfleet does not believe directly reflect its core operations and may not be indicative of Powerfleet’s recurring business operations; Adjusted EBITDA for projected periods referenced in this Presentation includes management estimates for incremental costs associated with being a publicly-traded company. Powerfleet believes these non-GAAP measures of financial results, including on a forward-looking basis, provide useful information to management and investors regarding certain financial and business trends relating to Powerfleet’s financial condition and results of operations. Powerfleet’s management uses these non-GAAP measures for a variety of purposes, and for budgeting and planning purposes. Powerfleet believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing Powerfleet’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management of Powerfleet does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents. For example, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Powerfleet’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies. In addition, alternative versions of these non-GAAP measures may be presented in the future in filings with the SEC related to the transactions described herein. This presentation also contains certain financial forecasts, including projected annual revenue, gross profit and adjusted EBITDA. Neither Powerfleet’s nor Fleet Complete’s independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither expresses an opinion or provides any other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of Powerfleet’s or Fleet Complete’s control. While all financial projections, estimates and targets are necessarily speculative, Powerfleet and Fleet Complete believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of future performance of the combined company after the Transaction or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
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Q2FY26 QUARTER HIGHLIGHTS
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Momentum in Profitable Growth Sequential Revenue Services Growth 12% Year-on-Year Increase in Organic SaaS Growth AEBITDA Expansion 23% Sequential increase in AEBITDA 7.3% Sequential Increase in Total Revenue
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STRONG Q2 RESUL TS DEMONSTRA TE MOMENTUM FY26 annual total revenue guidance range raised to $435-$445m from $430-$440m. Adjusted EBITDA increased YoY 71% to $24.8M Total revenue increased YoY 45% to $111.7M Sequential gross profit increased 11% to $62.6M Sequential product revenue increased 27% to $22.4M, with 640 BPS improvement in gross margin AEBITDA services gross margin increased YoY to 77% from 75% AEBITDA gross margin increased YoY to 68% from 64%
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7 Introducing Jeff Lautenbach Chief Revenue Officer, Powerfleet
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Q2 SALES MOMENTUM Wins & amplified revenue driven through Unity differentiated solutions and increasingly aggressive sales motion 67% Y oY Increase 26% Sequential Increase On-Site (In Warehouse) Revenue New Logo Wins $1M+ TCV Fortune 500 Supply Chain Leader $3M+ TCV Fortune 500 Manufacturing Leader 12% Y oY Increase North America Revenue
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Q2 BOOKINGS AND PIPELINE MOMENTUM Strong Pipeline Build Growth And Channel Progress Across Key Target Segments 21% 20% 23% Sequential Increase in Global Channel Bookings 23% Sequential Increase in Cross-Sell Pipeline Build Sequential Increase in North America Key Channels Pipeline Sequential Increase in AI Video Pipeline Build 32%
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Q2 FINANCIAL RESUL TS
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STRONG SAAS RECURRING REVENUE GROWTH 12% Year-on-Year Organic Service Revenue Growth Service Revenue as % of Total Revenue 80% service revenue increased vs. 74% YoY 74% 80% Q2FY25 Q2FY26 12% growth $56.7M $63.4M Q2FY25 Q2FY26
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RAPID, RESPONSIBLE, AND PROFIT ABLE GROWTH Revenue 45% total revenue growth year-on-year AEBITDA 71% increase in adjusted EBITDA year-on-year $77M ~$112M Q2FY25 Q2FY26 $14.5M $24.8M* Q2FY25 Q2FY26 *Note: The Company amended its presentation of AEBITDA to no longer include an adjustment for the recognition of pre-October 1, 2024 contract assets (Fleet Complete). In addition to Q2 FY26 AEBITDA of $24.8M, the Company invoiced $1.3M in recoveries.
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KEY PRO FORMA AEBTIDA EXPENSE TO REVENUE RA TIOS Presented E:Rs exclude depreciation, amortization, stock-based compensation and one time transaction, restructuring and integration costs Note*:AEBITDA Expense R&D, or R&D net of R&D development capitalized, was 4% of revenue for both AEBITDA Gross Margin 28% 12% 8% 25% 18% 8% G&A S&M R&D Gross* Q2FY25 Q2FY26 AEBITDA Opex E:Rs 64% 75% 35% 68% 77% 32% Total Service Product Q2FY25 Q2FY26
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NET DEBT TO EBITDA RA TIO: Q2 TRACKING TO A FULL TURN IMPROVEMENT IN FY26 Guiding Net Debt to EBITDA to improve from ~3.4 times at year end FY25 to approximately l2.25 times at year end FY26 Adjusted Net Debt increased by $14M in 1H’26 with up front investments in synergy realization costs; back-office system investments; and the settlement of FY25 incentive comp. Major reduction of net debt in 2H’26 with a sharp decline in upfront investments and working capital recovery, coupled with EBITDA growth. Maintaining guide of ~$220M exiting FY’26 Note*: Adjusted net debt of $229M captures final payment of transaction fees settled in Q1’26. Unadjusted net debt is $225M ~3.4X 3.18 X 2.89 X ~2.25X YE FY'25 Q1 FY'26 Q2 FY'26 YE FY'26
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Integration is now complete – now operating as one unified business. Continuing to evolve the organizational model to drive scalability, focus and profitability. Optimizing resource mix by balancing internal capabilities with flexible external partnerships. Expanding AI, automation and self-service capability to enhance customer experience and efficiency. Iterating how we serve sub-scale segments to improve margin contribution and strategic fit. Centralizing core operating functions further and strengthening organizational centers of gravity. Completing systems rollout and process optimization to embed efficiency and consistency. Continuing to unlock economies of scale through strategic vendor and partner consolidation. Streamlining technical architecture and hosting to drive operational efficiency. With integration complete, our focus turns to operational efficiency to expand margins and fuel reinvestment for growth. FROM INTEGRA TION TO OPTIMIZA TION: EFFICIENCY DRIVING AEBITDA AND GROWTH
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16 Powerfleet Investor Event 2025 Unity AIoT Innovation Showcase November 14: 9am EST
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FURTHER INDEPENDENT RECOGNITION “Frost & Sullivan’s Product Leadership Recognition is its top honor and recognizes Powerfleet’s visionary innovation, market-leading performance, and unmatched customer care,” -Frost & Sullivan POWERFLEET WINS NEW INDEPENDENT RECOGNITION WITH FROST & SULLIVAN 2025 NORTH AMERICA PRODUCT LEADERSHIP AWARD
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THANK Y OU Q&A
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GAAP to Non-GAAP Reconciliations