Financial Analysis

ACQUISITION Acquisition During Fiscal Year 2026 RTS Acquisition On February 1, 2026 (the RTS Closing Date), MiX Telematics Africa (Pty) Ltd. (MiX Africa), a wholly owned subsidiary of the Company, entered into an agreement for the acquisition of RTS Solutions Africa (Pty) Ltd. (RTS) from Macrocomm Group (Pty) Ltd (Macrocomm). Mix Africa acquired 100% of the issued and outstanding equity shares of RTS in exchange for the issuance of 127 shares of MiX Africa to Macrocomm, representing 11.27% of MiX Africas outstanding equity shares with an issuance date fair value of $8,765, which constituted the total consideration transferred to Macrocomm. The RTS Acquisition met the criteria for a business combination to be accounted for using the acquisition method under ASC 805 with the Company identified as the legal and the accounting acquirer. Allocation of Purchase Price The purchase price was allocated to the assets and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. Goodwill is primarily attributed to the assembled workforce, expected synergies from future expected economic benefits, including enhanced revenue growth from expanded products and capabilities, as well as substantial cost savings from duplicative overheads, streamlined operations and enhanced efficiency. Goodwill is not deductible for tax purposes. The allocation of purchase price …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

COMMITMENTS AND CONTINGENCIES From time to time, the Company is involved in various litigation matters involving claims incidental to its business and acquisitions, including employment matters, acquisition-related claims, patent infringement and contractual matters, among other issues. While the outcome of any such litigation matters cannot be predicted with certainty, management currently believes that the outcome of these proceedings, including the matters described below, either individually or in the aggregate, will not have a material adverse effect on its business, results of operations or financial condition. The Company records reserves related to legal matters when losses related to such litigation or contingencies are both probable and reasonably estimable. Mobile Telephone Networks Proprietary Limited (MTN), a network service provider of MiX Telematics Africa, a subsidiary of the Company, is entitled to claw back payments from MiX Telematics Africa in the event of early cancellation of the agreement or certain base connections not being maintained over the term of an amended network services agreement between the parties. No connection incentive s will be received in terms of the amended network services agreement. The maximum potential liability under the arrangement as of March 31, 2025 and 2026 was $609 and $386, respectively. No loss is consider ed probable under this arrangement. …

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SHORT-TERM BANK DEBT AND LONG-TERM DEBT Amounts outstanding under short-term and long-term debt were classified on the consolidated balance sheets as follows (in thousands): March 31, 2025 2026 Short-term bank debt $ 36,788 $ 44,072 Current maturities of long-term debt $ 4,844 $ 6,283 Long-term debt - less current maturities $ 232,160 $ 229,669 As of March 31, 2026, the Company had debt outstanding under credit facilities with Bank Hapoalim B.M. (Hapoalim) and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (RMB). As of March 31, 2026, short-term bank debt consisted of $44,062 of borrowing facilities and $10 of book overdrafts. Summary of Debt Facilities Short-Term Debt The following table summarizes the Companys revolving credit facilities as of March 31, 2026 (in thousands): Facility Denominated Currency Total Committed Amount (USD equivalent at balance sheet date) Amount Outstanding (Drawn) Available Borrowing Capacity (Undrawn) Interest Rate Final Maturity Classification RMB General Facility ** ZAR $ 20,520 $ 20,630 $ SA Prime 0.75% On demand (April 2, 2026) Current RMB Revolving Credit Facility A USD $ 10,000 $ 5,000 $ 5,000 SOFR + 2.5% February 1, 2027 Current RMB Revolving Credit Facility B ZAR $ 10,553 $ $ 10,553 South African rand overnight index average + 1.95% February 1, 2027 Current Hapoalim Revolving Credit Facility C USD/ NIS $ 10,000 $ 4,181 $ 5,819 USD denominated: SOFR + 2.15% NIS denominated : Hapoalim Prime +2.5% February 27, 2027 C …

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The following table presents the Companys revenues disaggregated by revenue source for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026 (in thousands): Year Ended December 31, Three Months Ended March 31, Year Ended March 31, 2023 2024 2025 2026 Products $ 49,741 $ 12,080 $ 85,584 $ 83,975 Services 83,995 21,660 276,931 359,802 $ 133,736 $ 33,740 $ 362,515 $ 443,777 …

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STOCK-BASED COMPENSATION The Companys stockholders have approved the Companys 2018 Incentive Plan (as amended, the 2018 Plan), pursuant to which the Company may grant stock options, restricted stock and other equity-based awards with respect to up to an aggregate of 17,500 shares of the Companys common stock with a vesting period of approximately three to five years. There were 1,292 shares available for future issuance under the 2018 Plan as of March 31, 2026. The 2018 Plan is administered by the Compensation Committee of the Companys Board of Directors, which has the authority to determine, among other things, the term during which an option may be exercised (not more than 10 years), the exercise price of an option and the vesting provisions. During the year ended March 31, 2026, the Company granted RSUs and PSUs under the 2018 Plan to certain executives in consideration for services rendered. The RSUs vest in equal installments over a three-year period, subject to continued employment on the applicable vesting dates. The actual number of PSUs that may vest ranges from 0% to 167% of the target award, depending on the achievement by the Company of specified performance criteria in accordance with the terms of the applicable award agreement and the 2018 Plan. The Company recognizes all employee share-based payments in the statement of operations as an operating expense, based on their fair values on the applicable grant date. [A] Stock Options: During the year ended March 31, …

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INTANGIBLE ASSETS AND GOODWILL The Company capitalizes costs for software to be sold, marketed, or leased to customers. Costs incurred internally in researching and developing software products are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. The amortization of these costs is included in cost of revenue over the estimated life of the products. The following table summarizes identifiable intangible assets of the Company as of March 31, 2025 and March 31, 2026 (in thousands): March 31, 2026 Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived: Customer relationships 9 - 13 $ 213,107 $ (40,868) $ 172,239 Trademark and tradename 3 - 15 23,637 (8,291) 15,346 Patents 7 - 11 2,128 (961) 1,167 Technology 3 - 5 85,187 (36,165) 49,022 Software to be sold or leased 3 - 5 22,875 (5,296) 17,579 346,934 (91,581) 255,353 Indefinite-lived: Customer list 104 104 Trademark and tradename 61 61 165 165 Total $ 347,099 $ (91,581) $ 255,518 March 31, 2025 Useful Lives (In Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived: Customer relationships 9 - 13 $ 200,868 $ (21,994) $ 178,874 Trademark and tradename 3 - 15 21,557 (5,805) 1 …

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INCOME TAXES Loss before income taxes consists of the following (in thousands): Year Ended December 31, Three Months Ended March 31, Year Ended March 31, 2023 2024 2025 2026 U.S. operations $ (16,494) $ (7,990) $ (46,935) $ (41,764) Foreign operations 11,443 (162) 483 30,508 $ (5,051) $ (8,152) $ (46,452) $ (11,256) The provision for income taxes consists of the following for the periods presented (in thousands): Year Ended December 31, Three Months Ended March 31, Year Ended March 31, 2023 2024 2025 2026 Current: Federal $ $ $ $ State 68 25 110 86 Foreign 519 220 6,174 10,339 Total current provision $ 587 $ 245 $ 6,284 $ 10,425 Deferred: Federal $ $ $ $ State (85) Foreign 2 107 (1,682) (1,737) Total deferred provision $ 2 $ 107 $ (1,767) $ (1,737) Total provision for income taxes $ 589 $ 352 $ 4,517 $ 8,688 Upon adoption of ASU 2023-09, the reconciliation of taxes at the statutory U.S. federal income tax rate to the Companys effective income tax rate is as follows: Year Ended March 31, 2026 Income tax benefit at the federal statutory rate $ (2,364) 21.0 % State and local income taxes, net of federal taxes 355 (3.2) % Increase (decrease) in valuation allowance 7,310 (64.9) % Over (under) provision prior years (1,219) 10.8 % Cross-border tax effect - GILTI inclusion 1,793 (15.9) % Permanent differences and other 748 (6.6) % Foreign tax effects: South Africa Statutory tax rate difference 354 (3.1) % Non-deductible (non-taxable) foreign exchange movements (1,482) 13.2 % Permanen …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES The Company determines whether an arrangement is a lease at inception. The Company has operating leases for office space, office equipment and vehicles. The Companys leases have remaining lease terms ranging from approximately 1 to 10 years. ROU assets represent the Companys right to use an underlying asset for the lease term, and lease liabilities represent the Companys obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. The operating lease ROU asset also includes any lease payments made in advance of lease commencement and excludes lease incentives. The lease terms used in the calculations of the operating ROU assets and operating lease liabilities include options to extend or terminate the lease when the Company is reasonably certain that it will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As the Companys leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has lease agreements with lease and non-lease components, which are generally not accounted for separately. Where lease terms are 12 months or less, and meet the criteria for short-term lease classificati …

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Recently adopted accounting pronouncements: In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and was adopted prospectively by the Company during the year ended March 31, 2026. See Note 17 and consolidated statements of cash flow for details. [X] Recently issued accounting pronouncements: In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires disclosure in a tabular format, on an annual and interim basis, purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the effect of adopting ASU 2024-3. On September 18, 2025, the FASB released ASU 2025-06, which amends certain aspects of the accoun …

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RESTRUCTURING EXPENSES The Company initiated restructuring actions in connection with the integration of MiX Telematics and Fleet Complete to streamline operations and capture operating synergies. These actions included workforce reductions and employee terminations related to consolidation of overlapping functions. The Companys restructuring plans are generally country- or region-specific and are typically completed within a one-year period. For the years ended March 31, 2025 and 2026, the Company recognized restructuring expenses of $4,673 and $3,463, respectively, primarily consisting of employee termination costs. Restructuring expenses are recorded in selling, general and administrative expenses in the consolidated statements of operations. The following table summarizes the details of the Companys restructuring liability (included in accrued expenses and other current liabilities on the consolidated balance sheets) (in thousands): March 31, 2025 March 31, 2026 Opening balance $ 60 $ 1,324 Assumed in business combination 216 Charges 4,673 3,463 Cash payments (3,604) (3,580) Foreign currency translation (21) Closing balance $ 1,324 $ 1,207 As of March 31, 2026, the Company incurred expenses of $8,136 in connection with restructuring activities and expects to incur additional charges, primarily for severance, with most related cash outflows expected within the next 12 months. In addition to these restructuring expenses, the Company recognized inventory write-downs related …

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REVENUE RECOGNITION The following table presents the Companys revenues disaggregated by revenue source for the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026 (in thousands): Year Ended December 31, Three Months Ended March 31, Year Ended March 31, 2023 2024 2025 2026 Products $ 49,741 $ 12,080 $ 85,584 $ 83,975 Services 83,995 21,660 276,931 359,802 $ 133,736 $ 33,740 $ 362,515 $ 443,777 The balances of contract assets and contract liabilities from contracts with customers are as follows as of March 31, 2025 and 2026 (in thousands): March 31, 2025 2026 Contract Assets: Deferred contract cost (1) $ 11,894 $ 12,431 Deferred costs - current $ 2 $ Contract Liabilities: Deferred revenue services (2) $ 21,466 $ 23,337 Deferred revenue products (2) 1,106 827 22,572 24,164 Less: Deferred revenue current (17,375) (20,159) Deferred revenue long term $ 5,197 $ 4,005 (1) Deferred Contract costs are included in Other assets on the consolidated balance sheet. (2) The Company records deferred revenues when cash payments are received or due in advance of the Companys performance. For the year ended December 31, 2023, the three months ended March 31, 2024, and the years ended March 31, 2025 and 2026, the Company recognized revenue of $6,046, $1,975, $4,666 and $22,203, respectively, which was included in the deferred revenue balance at the beginning of each reporting period. The Company expects to recognize as revenue through y …

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SEGMENT INFORMATION The Company operates in one reportable segment, wireless AIoT asset management. The Company has a single operating and reportable segment. The Companys Chief Operating Decision Maker (CODM) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The CODM makes operating decisions, assesses financial performance, and allocates resources based on consolidated net loss attributable to common stockholders as reported on the Companys consolidated statements of operations. The Company derives its revenue from product revenue and service revenue. Product revenue consists primarily of the sale of hardware devices. Service revenue consists primarily of recurring subscription services as well as professional implementation and other non-recurring services. The measure of segment assets is reported on the consolidated balance sheets as net fixed assets. The following table summarizes the revenues and significant expenses and regularly provided to the CODM (in thousands): Year Ended December 31, Three Months Ended March 31, Year Ended March 31, 2023 2024 2025 2026 Total revenues $ 133,736 $ 33,740 $ 362,515 $ 443,777 Total cost of revenues 66,660 17,537 167,978 197,355 Selling and marketing expenses 24,076 5,720 53,048 73,160 General and administrative expenses 41,303 15,152 141,803 127,029 Development costs incurred 12,716 3,417 28,881 34,771 Development costs capitalized (4,336) (1,399) (12,820) (16,412) Depreciation and …

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [A] Basis of preparation and consolidation: The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and should be read in conjunction with the accompanying notes thereto. On May 8, 2024, the Companys Board of Directors approved a change in its fiscal year end from December 31 to March 31 in order to better align the Companys reporting calendar with the April 2, 2024 close of the MiX Combination and MiX Telematics historical March 31 fiscal year end. The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated on consolidation. We round amounts in the consolidated financial statements to thousands. [B] Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, assumptions used in business combinations, allowance for credit losses, income taxes, realization of deferred tax assets, accounting for uncertain …

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STOCKHOLDERS EQUITY Series A Preferred Stock In connection with the completion of the Pointer acquisition, on October 3, 2019, the Company issued 50 shares of Series A Preferred Stock to ABRY Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P and ABRY Investment Partnership, L.P. Concurrently with the closing of the MiX Combination on April 2, 2024, the Company used the net proceeds received from RMB and from incremental borrowing capacity as a result of the refinancing of credit facilities with Hapoalim to redeem in full for $90,300 for all of the outstanding shares of the Series A Preferred Stock. Dividends Holders of Series A Preferred Stock were entitled to receive cumulative dividends at a minimum rate of 7.5% per annum (calculated on the basis of the Series A Issue Price), quarterly in arrears. The dividends were payable at the Companys election, in kind, through the issuance of additional shares of Series A Preferred Stock, or in cash, provided no dividend payment failure had occurred and was continuing and that there had not previously occurred two or more dividend payment failures. Commencing on the 66-month anniversary of the date on which any shares of Series A Preferred Stock were first issued (the Original Issuance Date), and on each monthly anniversary thereafter, the dividend rate would increase by 100 basis points, until the dividend rate reached 17.5% per annum, subject to the Companys right to defer the increase for up to three consecutive m …

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