Financial Performance - Net sales for fiscal 2025 were $222.3 million, an increase of $21.2 million, or 10.6%, compared to fiscal 2024, primarily due to growth in the traditional channel [272]. - Gross profit for fiscal 2025 was $99.3 million, with a gross margin of 44.6%, an increase of 60 basis points from the prior fiscal year [271]. - The company reported a net loss of $77,000, or ($0.01) per diluted share, significantly improved from a net loss of $12.2 million, or ($0.94) per diluted share, in fiscal 2024 [290]. - Non-GAAP Adjusted EBITDA for fiscal 2025 was $17.7 million, up from $9.8 million in the previous fiscal year [272]. - Non-GAAP Adjusted EBITDA for fiscal year 2025 was $17.7 million, a 80.7% increase from $9.8 million in fiscal year 2024 [293]. Sales Channels - Traditional channel net sales increased by $21.1 million, or 18.1%, driven by higher sales of shooting accessories and outdoor lifestyle products [277]. - International net sales rose by $2.4 million, or 20.0%, primarily due to increased sales in Canada and European markets [277]. - New products accounted for 21.5% of net sales in fiscal 2025, down from 23.2% in fiscal 2024, with over 200 new SKUs introduced annually [278]. Operating Expenses and Cash Flow - Operating expenses decreased by $1.5 million, with research and development expenses increasing by 12.5% to $7.7 million [282]. - Cash generated from operating activities decreased to $1.4 million in fiscal 2025, down 94.5% from $24.5 million in the prior fiscal year [297]. - Total cash flow for fiscal 2025 was $(6.3) million, a decline of 181.0% compared to $7.7 million in fiscal 2024 [297]. - Cash equivalents on hand as of April 30, 2025, were $23.4 million, down from $29.7 million in 2024 [296]. - Cash used in investing activities was $3.9 million in fiscal 2025, a decrease of 34.8% from $6.0 million in fiscal 2024 [301]. - Cash used in financing activities was $3.7 million in fiscal 2025, significantly lower than $10.8 million in the prior fiscal year [302]. Inventory and Obligations - The company had an order backlog of $2.6 million as of April 30, 2025, which was $1.4 million lower than the previous year [279]. - The company expects inventory to increase in Q1 of fiscal 2026 due to purchases for new product launches and seasonal demand [300]. - Total contractual obligations as of April 30, 2025, amounted to $80.1 million, with $33.6 million due within one year [314]. Financial Resources and Risks - Interest income increased to $60,000 in fiscal 2025, compared to $39,000 in fiscal 2024, with no borrowings on the revolving line [286]. - The company has a $75.0 million credit facility available, with no borrowings outstanding as of April 30, 2025 [294]. - The company is assessing the impact of inflation on gross margins and operating expenses, which may affect future results [305].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO (Exact name of Registrant as specified in its Charter) British Virgin Islands 98-1600102 (State or other jurisdiction of incorporation or organization) 111 Anza Bo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41094 ROADZEN INC. (Exact name of Registrant as specified in its Charter) British Virgin Islands 98-1600102 (State or other jurisdiction ...

Exhibit 99.1 Concentrix Reports Second Quarter 2025 Results Newark, Calif., June 26, 2025 – Concentrix Corporation (NASDAQ: CNXC), a global technology and services leader, today announced financial results for the fiscal second quarter ended May 31, 2025. | | | | Three Months Ended | | | | --- | --- | --- | --- | --- | --- | | | | May 31, 2025 | | May 31, 2024 | Change | | Revenue ($M) | $ | 2,417.4 | $ | 2,380.7 | 1.5 % | | Operating income ($M) | $ | 148.3 | $ | 150.2 | (1.3)% | | Non-GAAP operating incom ...

Exhibit 99.1 Roadzen Reports Full Fiscal Year 2025 Financial Results; Fiscal Q4 Delivers 13.3% Revenue Growth, 99% Net Loss Reduction, and Continued Progress Towards Breakeven Roadzen enters Fiscal Year 2026 with Momentum and Improved Operating Leverage Driven by Strong Performance in the U.S. and India and a $300+Million Pipeline Key Highlights – Fiscal Year 2025 1. Revenue Growth Returns in Q4 Roadzen reported full-year revenue of $44.3 million, a 5.2% decline year-over-year due to the temporary suspensio ...

Exhibit 99.1 Roadzen Reports Full Fiscal Year 2025 Financial Results; Fiscal Q4 Delivers 13.3% Revenue Growth, 99% Net Loss Reduction, and Continued Progress Towards Breakeven Roadzen enters Fiscal Year 2026 with Momentum and Improved Operating Leverage Driven by Strong Performance in the U.S. and India and a $300+Million Pipeline Roadzen strengthened its position as a global leader in applied AI with the launch of MixtapeAI, a reasoning-based agentic AI platform transforming customer service and claims. Dr ...

Part I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=ITEM%201%20%E2%80%93%20Financial%20Statements) Unaudited condensed consolidated financial statements for Q3 and YTD May 31, 2025 and 2024, covering earnings, balance sheets, cash flows, and key notes Condensed Consolidated Statements of Earnings (Unaudited) | ($ in thousands) | Three months ended May 31, 2025 | Three months ended May 31, 2024 | Nine months ended May 31, 2025 | Nine months ended May 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Operating revenues** | $169,464 | $139,199 | $522,809 | $452,076 | | **Gross profit** | $53,622 | $46,497 | $166,075 | $145,356 | | **Operating income** | $23,793 | $19,936 | $76,799 | $63,108 | | **Net earnings** | $19,500 | $20,379 | $63,239 | $53,521 | | **Diluted EPS** | $1.78 | $1.85 | $5.79 | $4.84 | Condensed Consolidated Balance Sheet Highlights (Unaudited) | ($ in thousands) | May 31, 2025 | May 31, 2024 | August 31, 2024 | | :--- | :--- | :--- | :--- | | **Total current assets** | $547,246 | $488,718 | $493,212 | | **Total assets** | $840,863 | $758,101 | $760,232 | | **Total current liabilities** | $150,244 | $123,737 | $125,816 | | **Total liabilities** | $312,087 | $278,105 | $279,339 | | **Total shareholders' equity** | $528,776 | $479,996 | $480,893 | Condensed Consolidated Statements of Cash Flows (Unaudited) | ($ in thousands) | Nine months ended May 31, 2025 | Nine months ended May 31, 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $68,874 | $42,650 | | **Net cash used in investing activities** | $(48,443) | $(32,389) | | **Net cash used in financing activities** | $(14,359) | $(30,240) | | **Net change in cash and cash equivalents** | $5,238 | $(20,534) | [Note 2 – Revenue Recognition](index=11&type=section&id=Note%202%20%E2%80%93%20Revenue%20Recognition) Revenue disaggregation by segment and timing, showing **$522.8 million** in YTD May 31, 2025 operating revenues and **$20.4 million** in unsatisfied performance obligations Disaggregation of Revenue - Nine Months Ended May 31, 2025 | ($ in thousands) | Irrigation | Infrastructure | Total | | :--- | :--- | :--- | :--- | | **Point in time** | $414,958 | $66,192 | $481,150 | | **Over time** | $24,013 | $4,891 | $28,904 | | **Revenue from contracts** | $438,971 | $71,083 | $510,054 | | **Lease revenue** | — | $12,755 | $12,755 | | **Total operating revenues** | $438,971 | $83,838 | $522,809 | - As of May 31, 2025, unsatisfied performance obligations for contracts longer than 12 months were **$20.4 million**, with almost all expected to be satisfied in the next 12 months[27](index=27&type=chunk) [Note 9 – Commitments and Contingencies](index=15&type=section&id=Note%209%20%E2%80%93%20Commitments%20and%20Contingencies) Defends product liability lawsuits for X-Lite® end terminal, with no probable loss accrual, and holds a **$10.6 million** environmental remediation liability - The company is defending product liability lawsuits related to its X-Lite® end terminal, with subsequent qui tam lawsuits filed in Tennessee and California in late 2023 following the dismissal of a federal FCA Lawsuit[47](index=47&type=chunk)[49](index=49&type=chunk) - Management believes it has meritorious defenses and does not believe a loss is probable in these lawsuits, therefore, no accrual has been recorded, and the company maintains insurance to mitigate potential impacts[51](index=51&type=chunk)[52](index=52&type=chunk) - The company has an estimated aggregate accrued cost of **$10.6 million** for environmental remediation at its Lindsay, Nebraska facility, with a pilot study completed and ongoing work with the EPA and NDEE on finalizing remediation plans[53](index=53&type=chunk)[55](index=55&type=chunk) [Note 14 – Business Segments](index=19&type=section&id=Note%2014%20%E2%80%93%20Business%20Segments) Operates in Irrigation and Infrastructure segments; for YTD May 31, 2025, Irrigation revenue was **$439.0 million** and Infrastructure revenue was **$83.8 million** Segment Performance - Nine Months Ended May 31 | ($ in thousands) | 2025 | 2024 | | :--- | :--- | :--- | | **Operating Revenues** | | | | Irrigation | $438,971 | $388,026 | | Infrastructure | $83,838 | $64,050 | | **Total** | **$522,809** | **$452,076** | | **Operating Income** | | | | Irrigation | $79,266 | $70,480 | | Infrastructure | $22,806 | $13,401 | | Corporate | $(25,273) | $(20,773) | | **Total** | **$76,799** | **$63,108** | Irrigation Revenue by Geography - Nine Months Ended May 31 | ($ in thousands) | 2025 | 2024 | | :--- | :--- | :--- | | North America | $223,793 | $240,457 | | International | $215,178 | $147,569 | | **Irrigation Total** | **$438,971** | **$388,026** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=ITEM%202%20%E2%80%93%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses financial performance, highlighting **22%** Q3 2025 revenue growth driven by Irrigation, positive Infrastructure outlook from IIJA, strong liquidity, and capital allocation [Executive Overview and Outlook](index=21&type=section&id=Executive%20Overview%20and%20Outlook) Q3 2025 revenues increased **22%** to **$169.5 million**, net earnings decreased to **$19.5 million**; international irrigation and IIJA-driven infrastructure show positive outlook, backlog decreased to **$117.1 million** - Q3 2025 revenues rose **22%** to **$169.5 million**, while net earnings fell to **$19.5 million** from **$20.4 million**, primarily due to a **$4.8 million** one-time tax credit in the prior-year period[72](index=72&type=chunk) - International irrigation markets are key growth drivers, highlighted by a multi-year supply agreement for a project in the MENA region valued at over **$100 million**, with deliveries expected through Q1 fiscal 2026[77](index=77&type=chunk) - The infrastructure business is supported by the Infrastructure Investment and Jobs Act (IIJA), which provides **$110 billion** in incremental federal funding for transportation projects through September 2026[78](index=78&type=chunk) - The order backlog at May 31, 2025, was **$117.1 million**, a decrease from **$205.9 million** at May 31, 2024, mainly due to the ongoing fulfillment of the large irrigation project in the MENA region[79](index=79&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Q3 2025 revenues increased **22%** to **$169.5 million**, driven by international irrigation; YTD revenues grew **16%** to **$522.8 million**, with infrastructure up **31%**, and operating income rose **22%** to **$76.8 million** Q3 Performance Summary (Three months ended May 31) | ($ in thousands) | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | **Operating revenues** | $169,464 | $139,199 | 22% | | **Gross profit** | $53,622 | $46,497 | 15% | | **Operating income** | $23,793 | $19,936 | 19% | | **Net earnings** | $19,500 | $20,379 | (4%) | - Q3 international irrigation revenues increased **60%** to **$74.7 million**, primarily from the large MENA project and higher sales in South America, partially offset by **$2.5 million** in unfavorable currency effects[84](index=84&type=chunk) YTD Performance Summary (Nine months ended May 31) | ($ in thousands) | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | **Operating revenues** | $522,809 | $452,076 | 16% | | **Gross profit** | $166,075 | $145,356 | 14% | | **Operating income** | $76,799 | $63,108 | 22% | | **Net earnings** | $63,239 | $53,521 | 18% | - For the nine-month period, infrastructure revenues grew **31%** to **$83.8 million**, driven by a large Road Zipper System project valued at over **$20 million**[95](index=95&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) Strong liquidity with **$210.8 million** in cash and equivalents; net working capital increased to **$397.0 million**, and cash from operations was **$68.9 million**; capital allocation prioritizes growth, dividends, and repurchases, with a **$50.0 million** undrawn credit facility - Cash, cash equivalents, and marketable securities totaled **$210.8 million** at May 31, 2025, up from **$152.7 million** a year prior, with approximately **$108.5 million** held by foreign subsidiaries[101](index=101&type=chunk)[102](index=102&type=chunk) - The capital allocation plan prioritizes organic growth, dividends, synergistic acquisitions, and opportunistic share repurchases, with fiscal 2025 capital expenditures projected to be between **$35.0 million** and **$40.0 million**[106](index=106&type=chunk)[107](index=107&type=chunk) - In Q3 2025, the company paid a quarterly dividend of **$0.36 per share**, and during the nine months ended May 31, 2025, repurchased **$2.7 million** of its common stock, with **$38.8 million** remaining under the authorization[108](index=108&type=chunk)[110](index=110&type=chunk) - The company has a **$50.0 million** unsecured Revolving Credit Facility expiring in August 2026, with no outstanding borrowings as of May 31, 2025, and was in compliance with all financial loan covenants[112](index=112&type=chunk)[113](index=113&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=ITEM%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to quantitative and qualitative disclosures about market risk since the last Annual Report on Form 10-K - There have been no material changes from the Company's quantitative and qualitative disclosures about market risk previously disclosed in the Company's most recent Annual Report on Form 10-K[115](index=115&type=chunk) [Controls and Procedures](index=32&type=section&id=ITEM%204%20%E2%80%93%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of May 31, 2025, with no significant changes to internal control over financial reporting - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of May 31, 2025[116](index=116&type=chunk) - There were no significant changes to the Company's internal control over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, these controls[117](index=117&type=chunk) Part II – OTHER INFORMATION [Legal Proceedings](index=33&type=section&id=ITEM%201%20%E2%80%93%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 9 – Commitments and Contingencies - Information regarding legal proceedings is incorporated by reference from Note 9 – Commitments and Contingencies in Part I, Item 1 of this report[118](index=118&type=chunk) [Risk Factors](index=33&type=section&id=ITEM%201A%20%E2%80%93%20Risk%20Factors) No material changes from risk factors previously disclosed in the Company's most recent Annual Report on Form 10-K - There have been no material changes from risk factors previously disclosed in the Company's most recent Annual Report on Form 10-K[119](index=119&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=ITEM%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2025, the company repurchased **10,616 shares** at **$116.42 per share**, with **$38.8 million** remaining for future repurchases Issuer Purchases of Equity Securities (Q3 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value of Shares That May Yet Be Purchased ($ in thousands) | | :--- | :--- | :--- | :--- | | March 2025 | — | $— | $40,018 | | April 2025 | 10,616 | $116.42 | $38,782 | | May 2025 | — | $— | $38,782 | | **Total** | **10,616** | **$116.42** | **$38,782** | [Defaults Upon Senior Securities](index=33&type=section&id=ITEM%203%20%E2%80%93%20Defaults%20Upon%20Senior%20Securities) None reported - None[121](index=121&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=ITEM%204%20%E2%80%93%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[122](index=122&type=chunk) [Other Information](index=33&type=section&id=ITEM%205%20%E2%80%93%20Other%20Information) None reported - None[123](index=123&type=chunk) [Exhibits](index=34&type=section&id=ITEM%206%20%E2%80%93%20Exhibits) Lists exhibits filed with Form 10-Q, including CEO and CFO certifications and Interactive Data Files (Inline XBRL) - Exhibits filed include CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act[124](index=124&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33887 Orion Energy Systems, Inc. (Exact name of Registrant as specified in its charter) Wisconsin 39-1847269 (State or other jurisdiction of incor ...

PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(Unaudited)) This section presents H.B. Fuller Company's unaudited consolidated financial statements, including income, balance sheets, cash flows, and related notes [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) Net revenue and income attributable to H.B. Fuller decreased for both the three and six months ended May 31, 2025, compared to the prior year Consolidated Statements of Income Highlights (In thousands, except per share amounts) | Metric | Three Months Ended May 31, 2025 | Three Months Ended June 1, 2024 | Six Months Ended May 31, 2025 | Six Months Ended June 1, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Net revenue** | $898,095 | $917,107 | $1,686,758 | $1,727,525 | | **Gross profit** | $286,384 | $282,052 | $513,459 | $521,288 | | **Net income attributable to H.B. Fuller** | $41,828 | $51,264 | $55,076 | $82,255 | | **Diluted EPS** | $0.76 | $0.91 | $0.99 | $1.45 | [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive income attributable to H.B. Fuller significantly increased for both the three and six months ended May 31, 2025, primarily due to positive foreign currency translation adjustments Comprehensive Income Highlights (In thousands) | Metric | Three Months Ended May 31, 2025 | Three Months Ended June 1, 2024 | Six Months Ended May 31, 2025 | Six Months Ended June 1, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Net income** | $41,845 | $51,297 | $55,109 | $82,309 | | **Other comprehensive income (loss)** | $75,916 | $(16,188) | $60,907 | $(32,106) | | **Comprehensive income attributable to H.B. Fuller** | $117,696 | $35,108 | $115,918 | $50,190 | [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) As of May 31, 2025, total assets and liabilities increased, driven by goodwill and long-term debt, while stockholders' equity also saw an increase Balance Sheet Highlights (In thousands) | Metric | May 31, 2025 | November 30, 2024 | | :--- | :--- | :--- | | **Total current assets** | $1,294,575 | $1,299,205 | | **Goodwill** | $1,670,078 | $1,532,221 | | **Total assets** | $5,132,457 | $4,933,244 | | **Total current liabilities** | $692,127 | $719,290 | | **Long-term debt** | $2,112,428 | $2,010,052 | | **Total liabilities** | $3,256,472 | $3,103,396 | | **Total H.B. Fuller stockholders' equity** | $1,874,698 | $1,828,659 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities decreased for the six months ended May 31, 2025, with significant cash used in investing activities for acquisitions Six Months Ended Cash Flow Summary (In thousands) | Cash Flow Activity | May 31, 2025 | June 1, 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $57,769 | $128,975 | | **Net cash used in investing activities** | $(151,950) | $(343,774) | | **Net cash provided by financing activities** | $12,461 | $160,816 | | **Net change in cash and cash equivalents** | $(72,567) | $(64,630) | | **Cash and cash equivalents at end of period** | $96,785 | $114,823 | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail key accounting policies, recent acquisitions, divestitures, restructuring activities, segment reorganization, debt, and legal contingencies - In fiscal **2025**, the company acquired ND Industries Asia, Inc for ~**$8.2M**, and GEM S.r.l and Medifill Limited for ~**$197.3M** to expand its Engineering and Medical Adhesives businesses[28](index=28&type=chunk)[29](index=29&type=chunk) - On December **2**, **2024**, the company sold its North American Flooring business for **$75.7 million**, resulting in a pre-tax loss of **$1.5 million**[37](index=37&type=chunk) - Restructuring plans initiated in **2023** are expected to incur total pre-tax costs of **$70-75 million** and are anticipated to be completed in fiscal **2026** For the six months ended May **31**, **2025**, the company incurred **$5.7 million** in restructuring charges[38](index=38&type=chunk)[39](index=39&type=chunk) - Effective fiscal **2025**, the company realigned its operating segments, creating the new 'Building Adhesive Solutions' segment and moving the results of the divested North American Flooring business to 'Corporate Unallocated' Prior period information has been recast[95](index=95&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=ITEM%202.%20MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses Q2 2025 revenue decrease, improved gross margin, segment performance, liquidity changes, and compliance with debt covenants [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Q2 2025 net revenue decreased due to M&A and currency impacts, despite organic growth, while gross profit margin improved and net income declined Net Revenue Variance Analysis | Variance Driver | Three Months Ended May 31, 2025 | Six Months Ended May 31, 2025 | | :--- | :--- | :--- | | Organic growth | 0.4% | 1.0% | | M&A | (1.3)% | (1.2)% | | Currency | (1.2)% | (2.2)% | | **Total** | **(2.1)%** | **(2.4)%** | - Gross profit margin for Q2 **2025** increased by **110** basis points to **31.9%**, primarily due to the impact of acquisitions/divestitures[112](index=112&type=chunk) - SG&A expenses for Q2 **2025** increased by **90** basis points as a percentage of net revenue, also due to the impact of acquisitions/divestitures[114](index=114&type=chunk) - The effective tax rate for Q2 **2025** was **44.7%**, significantly higher than **30.7%** in Q2 **2024**, due to **$14.0 million** in discrete tax expenses related to withholding tax on foreign earnings[123](index=123&type=chunk) [Operating Segment Results](index=33&type=section&id=Operating%20Segment%20Results) Q2 2025 segment results show varied performance, with Engineering Adhesives revenue and margin growth driven by acquisitions, while Hygiene, Health and Consumable Adhesives saw margin decline Q2 2025 Segment Performance vs. Q2 2024 (in millions) | Segment | Net Revenue (Q2'25) | YoY Change | Operating Income (Q2'25) | YoY Change | Operating Margin (Q2'25) | | :--- | :--- | :--- | :--- | :--- | :--- | | Hygiene, Health & Consumable | $397.5 | 1.1% | $43.4 | (12.9)% | 10.9% | | Engineering Adhesives | $276.4 | 7.3% | $46.9 | 20.3% | 17.0% | | Building Adhesive Solutions | $224.2 | 0.8% | $22.1 | 0.5% | 9.9% | | Corporate Unallocated | $0.0 | (100.0)% | $(12.4) | 21.6% | NMP | - Hygiene, Health and Consumable Adhesives operating margin decreased by **180** basis points due to higher raw material and compensation costs[137](index=137&type=chunk) - Engineering Adhesives revenue growth was driven by an **8.4%** contribution from the ND Industries acquisition, which also improved operating margin by **190** basis points[140](index=140&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=38&type=section&id=Financial%20Condition,%20Liquidity%20and%20Capital%20Resources) The company's cash position decreased, total debt increased, and net cash from operations declined, yet it remains in compliance with all debt covenants and maintains adequate liquidity Selected Liquidity Metrics | Metric | May 31, 2025 | June 1, 2024 | | :--- | :--- | :--- | | Net working capital as a % of annualized net revenue | 16.6% | 16.2% | | Accounts receivable DSO (in days) | 59 | 57 | | Inventory days on hand (in days) | 77 | 74 | | Free cash flow (YTD, in millions) | $(6.7) | $38.8 | | Total debt to total capital ratio | 53.0% | 53.0% | - The company was in compliance with all debt covenants as of May **31**, **2025**, with a Secured Total Indebtedness / TTM EBITDA ratio of **2.5** (covenant: not greater than **4.50**) and a TTM EBITDA / Consolidated Interest Expense ratio of **4.8** (covenant: not less than **2.0**)[149](index=149&type=chunk) - Net cash used in investing activities for the first six months of **2025** was **$152.0 million**, which included **$162.0 million** for business acquisitions and was partially offset by **$75.8 million** in proceeds from the sale of the NA Flooring business[160](index=160&type=chunk)[161](index=161&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=42&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exposed to market risks including changes in interest rates, foreign currency rates, and raw material prices There have been no material changes in the company's reported market risk since the fiscal year ended November 30, 2024 - There have been no material changes in the reported market risk of the Company since November **30**, **2024**[166](index=166&type=chunk) [Controls and Procedures](index=42&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Based on an evaluation conducted as of May 31, 2025, the company's president, CEO, and CFO concluded that disclosure controls and procedures were effective There were no changes in internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting - The president, CEO, and CFO concluded that as of May **31**, **2025**, the company's disclosure controls and procedures were effective[167](index=167&type=chunk) - No material changes to internal control over financial reporting occurred during the most recent fiscal quarter[169](index=169&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=43&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is involved in various legal proceedings, including environmental matters and asbestos-related lawsuits, in the ordinary course of business Based on current information, management has concluded that these matters, individually or in aggregate, will not have a material adverse effect on the company's financial condition or results of operations - The company is involved in environmental investigations and clean-up activities and has been identified as a potentially responsible party (PRP) under CERCLA[170](index=170&type=chunk) - The company continues to be a defendant in asbestos-related lawsuits for products manufactured over **35** years ago, but does not expect these to have a material adverse effect on its financial condition[172](index=172&type=chunk) [Risk Factors](index=43&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section states that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended November 30, 2024 - There have been no material changes in the risk factors disclosed by the company in its Annual Report on Form **10-K** for the fiscal year ended November **30**, **2024**[174](index=174&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) During Q2 2025, the company repurchased shares under its existing program, with a significant amount remaining available for future repurchases Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | Maximum Dollar Value Remaining (millions) | | :--- | :--- | :--- | :--- | | March 2 - April 5, 2025 | - | - | $227 | | April 6 - May 3, 2025 | 300,000 | $52.59 | $211 | | May 4 - May 31, 2025 | - | - | $211 | [Exhibits](index=44&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including the incentive plan, credit agreement amendment, and required certifications - Key exhibits filed include a refinancing amendment to the credit agreement dated March **6**, **2025**, and required CEO/CFO certifications[178](index=178&type=chunk)

[Part I](index=5&type=section&id=PART%20I) [Business](index=7&type=section&id=Item%201.%20Business) Powerfleet provides AIoT solutions via its Unity platform, managing high-value assets for over 50,000 global customers, expanded by 2024 acquisitions - The company's core strategy revolves around its 'Unity' data highway and AIoT ecosystem, which ingests, harmonizes, and analyzes data from multiple sources to provide customers with a unified view of their operations[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - Powerfleet completed two major strategic transactions: the MiX Telematics combination on April 2, 2024, and the Fleet Complete acquisition on October 1, 2024, making both entities indirect, wholly-owned subsidiaries[30](index=30&type=chunk)[31](index=31&type=chunk) - The company serves over **50,000 enterprise and mid-market customers** across various industries, including logistics, manufacturing, and vehicle rental. Notable global customers include Avis, Walmart, Toyota, and XPO Logistics[64](index=64&type=chunk)[67](index=67&type=chunk) - As of June 4, 2025, the company had **2,518 full-time employees** globally[97](index=97&type=chunk) [Our Solutions](index=8&type=section&id=Our%20Solutions) The Unity platform provides SaaS-based modules for vehicle, video, and in-warehouse IoT, enabling comprehensive asset management - The Unity platform provides SaaS-based modules for vehicle, video, and in-warehouse IoT, enabling customers to manage asset utilization, safety, fuel, compliance, and high-risk incidents in a single interface. It was recognized by ABI Research as the **number one global platform solution** in its market in 2025[33](index=33&type=chunk)[58](index=58&type=chunk) - Key applications of the AIoT solutions include: **End-to-End Visibility**, **Regulatory Compliance**, **Safety Improvement**, **Operational Efficiency**, and **Security**[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) [Growth Strategy](index=11&type=section&id=Growth%20Strategy) The company aims to be a leading global AIoT SaaS provider, accelerating this goal through strategic 2024 acquisitions - The company's primary objective is to become a leading global provider of AIoT SaaS solutions. The acquisitions of MiX Telematics and Fleet Complete in 2024 have accelerated this strategy[57](index=57&type=chunk)[58](index=58&type=chunk) - Key growth initiatives include focusing go-to-market strategies by vertical markets, expanding customer base and cross-selling, differentiating products through analytics, and expanding partnerships and acquisitions[58](index=58&type=chunk)[66](index=66&type=chunk) [Intellectual Property](index=14&type=section&id=Intellectual%20Property) The company holds 34 U.S. patents and 3 foreign patents, plus an extensive trademark portfolio significantly expanded by recent acquisitions - As of May 23, 2025, the company's patent portfolio includes **34 U.S. patents**, 2 pending U.S. patent applications, and **3 foreign patents**, with expiration dates between 2026 and 2040[74](index=74&type=chunk) - The company holds an extensive portfolio of trademarks, significantly expanded through the acquisitions of MiX Telematics and Fleet Complete, including brands like POWERFLEET®, UNITY®, MiX Telematics®, and FLEET COMPLETE®[75](index=75&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from integrating recent acquisitions, substantial debt, supply chain disruptions, and material weaknesses in internal controls - The company may not realize all anticipated benefits from the MiX Combination and FC Acquisition due to challenges in integrating operations, technologies, and personnel, which could adversely affect financial results[104](index=104&type=chunk)[106](index=106&type=chunk)[109](index=109&type=chunk) - The company has a history of significant net losses, with an accumulated deficit of **$205.8 million** as of March 31, 2025. Failure to achieve profitability could negatively impact the stock price[111](index=111&type=chunk) - Significant additional indebtedness was incurred to finance the acquisitions and redeem preferred stock, increasing borrowing costs and reducing operational flexibility[148](index=148&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) - The company has reported material weaknesses in its internal control over financial reporting. Failure to remediate these weaknesses could impair the ability to produce accurate and timely financial statements[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) - Operations are dependent on a complex global supply chain and a limited number of suppliers for critical components like semiconductors. Disruptions could materially harm the business[119](index=119&type=chunk)[120](index=120&type=chunk)[170](index=170&type=chunk) - Business operations in Israel and South Africa expose the company to specific geopolitical, economic, and regulatory risks, such as the conflict in the Middle East and B-BBEE requirements in South Africa[179](index=179&type=chunk)[182](index=182&type=chunk)[188](index=188&type=chunk) [Cybersecurity](index=36&type=section&id=Item%201C.%20Cybersecurity) Cybersecurity governance is overseen by the Board, with day-to-day management by a CISO and committee, employing structured risk management - The Board of Directors has ultimate oversight of cybersecurity risk, with the Chief Information Security Officer (CISO) and a cross-functional Information Security Steering Committee managing the program[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - The company's risk management strategy includes regular internal cybersecurity risk assessments, as well as engaging external firms for independent audits, penetration testing, and vulnerability assessments[201](index=201&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk) - As of the report date, the company states that no risks from cybersecurity threats have materially affected or are reasonably likely to materially affect its business, operations, or financial condition[205](index=205&type=chunk) [Properties](index=37&type=section&id=Item%202.%20Properties) The company leases all its properties, including its corporate headquarters and various domestic and international offices, deemed adequate for current needs - The company leases all its properties, including its corporate headquarters in Woodcliff Lake, NJ, and other domestic and international offices[206](index=206&type=chunk)[207](index=207&type=chunk) [Legal Proceedings](index=37&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in several legal matters, including a reduced tax dispute in Brazil and two patent infringement lawsuits in the U.S - A tax dispute in Brazil regarding a deficiency notice has been reduced from approximately **$6.9 million** to **$197,000** after a favorable administrative decision, and management believes the chance of loss is not probable[539](index=539&type=chunk) - The company faces two patent infringement lawsuits from Fleet Connect Solutions LLC in the Eastern District of Texas. The company is defending the claims but is currently unable to estimate a potential loss[541](index=541&type=chunk) [Part II](index=37&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=37&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Powerfleet's common stock is dual-listed on Nasdaq (AIOT) and JSE (PWR), with no cash dividends paid or anticipated, as earnings are retained for business operations - The company's common stock is dual-listed on The Nasdaq Global Market (AIOT) and the Johannesburg Stock Exchange (PWR)[212](index=212&type=chunk) - The company has never paid a cash dividend on its common stock and does not anticipate paying one in the near future[213](index=213&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For FY2025, revenues surged 171.1% to $362.5 million, driven by acquisitions, but a net loss of $51.0 million resulted from significant acquisition and restructuring costs, with liquidity supported by cash and credit [Results of Operations](index=41&type=section&id=Results%20of%20Operations) For FY2025, total revenue increased 171.1% to $362.5 million, primarily due to acquisitions, while net loss widened to $51.0 million due to acquisition and restructuring costs Financial Performance Comparison (FY2025 vs. FY2023) | Metric | Year Ended Mar 31, 2025 | Year Ended Dec 31, 2023 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$362.5M** | **$133.7M** | **+171.1%** | | Gross Profit | $194.5M | $67.1M | +189.9% | | Gross Margin | 53.7% | 50.2% | +3.5 p.p. | | SG&A Expenses | $204.4M | $71.3M | +186.8% | | Loss from Operations | ($25.9M) | ($12.6M) | +105.6% | | Net Loss Attributable to Common Stockholders | ($51.0M) | ($17.3M) | +194.8% | - The significant increase in revenue for the year ended March 31, 2025, was primarily due to contributions from the newly acquired MiX Telematics (**$171.2 million**) and Fleet Complete (**$59.0 million**) businesses[237](index=237&type=chunk)[238](index=238&type=chunk) - The increase in net loss for FY2025 was driven by **$21.3 million** in acquisition-related expenses, **$10.1 million** in restructuring charges, **$4.9 million** in integration costs, and **$14.8 million** in amortization of acquisition-related intangibles[242](index=242&type=chunk)[244](index=244&type=chunk) Financial Performance Comparison (Q1 2025 vs. Q1 2024) | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$103.6M** | **$33.7M** | **+207.2%** | | Gross Profit | $54.8M | $16.2M | +238.3% | | Gross Margin | 52.8% | 48.0% | +4.8 p.p. | | Net Loss Attributable to Common Stockholders | ($12.4M) | ($19.6M) | -36.7% | [Non-GAAP Financial Information](index=45&type=section&id=Non-GAAP%20Financial%20Information) This section provides reconciliations of non-GAAP financial measures, including Adjusted EBITDA and Headline Loss per Share, to their most directly comparable GAAP measures Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | | Year Ended Mar 31, 2025 | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | :--- | | Net loss attributable to common stockholders | $(51,012) | $(17,307) | $(16,891) | | **Adjusted EBITDA** | **$71,131** | **$6,631** | **$8,148** | Headline Loss per Share (in thousands, except per share data) | | Year Ended Mar 31, 2025 | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | :--- | | Net loss attributable to common stockholders | $(51,012) | $(17,307) | $(16,891) | | **Headline loss** | **$(51,021)** | **$(26,341)** | **$(16,891)** | | Headline loss per share | $(0.43) | $(0.74) | $(0.48) | [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by $48.8 million in cash and available credit facilities, despite incurring significant debt to fund recent acquisitions Liquidity Position | Metric | As of Mar 31, 2025 | As of Mar 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents (incl. restricted) | $48.8M | $109.7M | | Working Capital | $18.1M | $126.2M | - The company incurred significant debt to fund recent acquisitions, including an **$85 million** term loan facility and a **$125 million** term loan facility from RMB, as well as refinancing and expanding credit facilities with Bank Hapoalim[282](index=282&type=chunk)[296](index=296&type=chunk)[489](index=489&type=chunk) - In connection with the MiX Combination, the company redeemed all outstanding Series A convertible preferred stock for **$90.3 million** on April 2, 2024[282](index=282&type=chunk) Cash Flow Summary (Year Ended Mar 31, 2025) | Cash Flow Activity | Amount (in millions) | | :--- | :--- | | Net cash used in operating activities | $(3.3) | | Net cash used in investing activities | $(170.6) | | Net cash provided by financing activities | $115.7 | [Financial Statements and Supplementary Data](index=54&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The audited FY2025 financial statements reflect significant asset and liability growth due to acquisitions, resulting in a $51.0 million net loss, with the auditor issuing an unqualified opinion on financials but an adverse opinion on internal controls - The company's independent auditor, Deloitte & Touche, issued an **unqualified opinion** on the financial statements for the year ended March 31, 2025, but an **adverse opinion** on the effectiveness of the company's internal control over financial reporting[319](index=319&type=chunk)[321](index=321&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents (incl. restricted) | $48,788 | $109,664 | | Total Current Assets | $169,080 | $169,788 | | Goodwill | $383,146 | $83,487 | | Intangible assets, net | $258,582 | $19,652 | | **Total Assets** | **$910,071** | **$308,680** | | Total Current Liabilities | $151,009 | $43,590 | | Long-term debt | $232,160 | $113,810 | | **Total Liabilities** | **$463,329** | **$179,771** | | **Total Stockholders' Equity** | **$446,742** | **$38,636** | Consolidated Statement of Operations (Year Ended March 31, 2025, in thousands) | Metric | Amount | | :--- | :--- | | Total Revenues | $362,515 | | Gross Profit | $194,537 | | Loss from Operations | $(25,885) | | Net Loss | $(50,987) | | Net Loss Attributable to Common Stockholders | $(51,012) | | Net Loss Per Share | $(0.43) | - The acquisitions of MiX Telematics and Fleet Complete were accounted for as business combinations, adding a combined **$299.0 million** in goodwill and **$252.0 million** in identifiable intangible assets (customer relationships, technology, tradenames)[426](index=426&type=chunk)[438](index=438&type=chunk)[458](index=458&type=chunk) [Controls and Procedures](index=113&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of March 31, 2025, due to material weaknesses in internal control over financial reporting at subsidiaries, leading to an adverse auditor opinion and ongoing remediation - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2025, due to material weaknesses in internal control over financial reporting[545](index=545&type=chunk) - A material weakness was identified related to the design and execution of controls over manual journal entries at I.D. Systems and Pointer Mexico, citing segregation of duties issues and a lack of documented review[551](index=551&type=chunk)[556](index=556&type=chunk) - A second material weakness was identified in the financial close and reporting process at the newly acquired Fleet Complete, due to ineffective general IT controls (user access, change management) and a lack of segregation of duties for manual journal entries[553](index=553&type=chunk)[554](index=554&type=chunk)[557](index=557&type=chunk) - The company's independent registered public accounting firm, Deloitte & Touche, issued an **adverse opinion** on the effectiveness of internal control over financial reporting as of March 31, 2025[554](index=554&type=chunk)[563](index=563&type=chunk) - A remediation plan is in progress, which includes redesigning automated controls, implementing a standardized ERP system, and enhancing review procedures and IT controls at the affected subsidiaries[555](index=555&type=chunk)[558](index=558&type=chunk)[561](index=561&type=chunk) [Part III](index=119&type=section&id=PART%20III) [Directors, Executive Compensation, and Corporate Governance](index=119&type=section&id=Items%2010-14) Information for Items 10 through 14, covering directors, executive compensation, and corporate governance, is incorporated by reference from the company's 2025 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the company's 2025 Annual Meeting of Stockholders Proxy Statement[579](index=579&type=chunk)[580](index=580&type=chunk)[581](index=581&type=chunk) [Part IV](index=121&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=121&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the report, including acquisition agreements, debt facilities, and executive compensation plans - This section provides a comprehensive list of all financial statements and exhibits filed with the report, including acquisition agreements, debt facilities, and executive compensation plans[585](index=585&type=chunk)[587](index=587&type=chunk)