UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

—————————

FORM 10-Q

—————————

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ____ to ____

Commission File Number: 001-36027

MIX TELEMATICS LIMITED

(Exact name of Registrant as specified in its charter)

Republic of South Africa

Not Applicable

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

750 Park of Commerce Blvd

Suite 100

Boca Raton

Florida

33487

(Address of principal executive offices)

(Zip Code)

(877)

585-1088

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing
25 Ordinary Shares, no par value

MIXT

New York Stock Exchange

Ordinary Shares, no par value

New York Stock Exchange (for listing purposes only)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October ~~28, 2022, the registra~~nt27, 2023, the registrant had ~~552,085,932~~554,020,612 ordinary shares, of no par value, outstanding. This number excludes 53,816,750 shares held by the registrant as treasury stock.

TABLE OF CONTENTS


						Page

Part I - FINANCIAL INFORMATION						3
Item 1. Financial Statements						3
Condensed Consolidated Balance Sheets (unaudited)						3
Condensed Consolidated Statements of ~~Income/(Loss)~~Income (unaudited)						4
Condensed Consolidated Statements of Comprehensive ~~Income/(Loss)~~Loss (unaudited)						5
Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)						6
Condensed Consolidated Statements of Cash Flows (unaudited)						8
Notes to Condensed Consolidated Financial Statements (unaudited)						910
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						26
Item 3. Quantitative and Qualitative Disclosures About Market Risk						4951
Item 4. Controls and Procedures						5052
Part II - OTHER INFORMATION
Item 1. Legal Proceedings						5153
Item 1A. Risk Factors						5254
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						5355
Item 5. Other Information						55
Item 6. Exhibits						5456
Signatures						5557

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MIX TELEMATICS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

~~(Unaudited)~~


		March 31, 2022		September 30, 2022			March 31, 2023		September 30, 2023 (Unaudited)

ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	33,738	$	19,668	Cash and cash equivalents	$	29,876	$	29,460
Restricted cash	Restricted cash	981		745		Restricted cash	781		755
Accounts receivables, net of allowances for doubtful accounts of $5.4 million and $4.0 million as of March 31, 2022 and September 30, 2022, respectively		25,092		25,468
Accounts receivables, net of allowances for doubtful accounts of $2.7 million and $3.6 million as of March 31, 2023 and September 30, 2023, respectively						Accounts receivables, net of allowances for doubtful accounts of $2.7 million and $3.6 million as of March 31, 2023 and September 30, 2023, respectively	24,194		24,389
Inventory, net	Inventory, net	3,356		4,338		Inventory, net	4,936		4,438
Prepaid expenses and other current assets	Prepaid expenses and other current assets	11,463		12,601		Prepaid expenses and other current assets	9,950		9,114
Total current assets	Total current assets	74,630		62,820		Total current assets	69,737		68,156

Property, plant and equipment, net	Property, plant and equipment, net	32,274		33,639		Property, plant and equipment, net	36,779		38,844
Goodwill	Goodwill	44,434		38,327		Goodwill	39,258		37,939
Intangible assets, net	Intangible assets, net	20,460		22,955		Intangible assets, net	21,895		21,005
Deferred tax assets	Deferred tax assets	3,768		2,472		Deferred tax assets	2,090		1,284
Other assets	Other assets	4,988		5,569		Other assets	6,804		8,972

Total assets	Total assets	$	180,554	$	165,782	Total assets	$	176,563	$	176,200
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Short-term debt	Short-term debt	$	5,597	$	11,989	Short-term debt	$	15,253	$	16,935
Accounts payables	Accounts payables	8,052		5,143		Accounts payables	6,120		6,694
Accrued expenses and other liabilities	Accrued expenses and other liabilities	19,610		19,161		Accrued expenses and other liabilities	21,486		23,283
Contingent consideration	Contingent consideration	—		3,108		Contingent consideration	3,569		1,076
Deferred revenue	Deferred revenue	6,692		5,878		Deferred revenue	5,295		6,792
Income taxes payable	Income taxes payable	590		319		Income taxes payable	298		609
Total current liabilities	Total current liabilities	40,541		45,598		Total current liabilities	52,021		55,389

Deferred tax liabilities	Deferred tax liabilities	8,972		11,071		Deferred tax liabilities	12,357		12,924
Contingent consideration		—		965

Long-term accrued expenses and other liabilities	Long-term accrued expenses and other liabilities	4,344		3,356		Long-term accrued expenses and other liabilities	3,368		3,281

Total liabilities	Total liabilities	53,857		60,990		Total liabilities	67,746		71,594

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
MiX Telematics Limited stockholders’ equity	MiX Telematics Limited stockholders’ equity					MiX Telematics Limited stockholders’ equity
Preference shares: 100 million shares authorized but not issued	Preference shares: 100 million shares authorized but not issued	—		—		Preference shares: 100 million shares authorized but not issued	—		—
Ordinary shares: 605.2 million and 605.9 million no-par value shares issued and outstanding as of March 31, 2022 and September 30, 2022, respectively		64,390		64,283
Ordinary shares: 608.8 million and 607.8 million no-par value shares issued as of March 31, 2023 and September 30, 2023, respectively						Ordinary shares: 608.8 million and 607.8 million no-par value shares issued as of March 31, 2023 and September 30, 2023, respectively	64,001		63,455

Less treasury stock at cost: 53.8 million shares as of March 31, 2022 and September 30, 2022		(17,315)		(17,315)
Less treasury stock at cost: 53.8 million shares as of March 31, 2023 and September 30, 2023						Less treasury stock at cost: 53.8 million shares as of March 31, 2023 and September 30, 2023	(17,315)		(17,315)
Retained earnings	Retained earnings	79,709		76,469		Retained earnings	79,024		78,203
Accumulated other comprehensive income/(loss)		3,909		(14,700)
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(13,399)		(16,808)

Additional paid-in capital	Additional paid-in capital	(4,001)		(3,950)		Additional paid-in capital	(3,499)		(2,934)
Total MiX Telematics Limited stockholders’ equity	Total MiX Telematics Limited stockholders’ equity	126,692		104,787		Total MiX Telematics Limited stockholders’ equity	108,812		104,601
Non-controlling interest	Non-controlling interest	5		5		Non-controlling interest	5		5
Total stockholders’ equity	Total stockholders’ equity	126,697		104,792		Total stockholders’ equity	108,817		104,606

Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	180,554	$	165,782	Total liabilities and stockholders’ equity	$	176,563	$	176,200

The accompanying notes are an integral part of these condensed consolidated financial statements.

MIX TELEMATICS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOME/(LOSS)~~INCOME

(In thousands, except per share data)

(Unaudited)

Three Months Ended September 30, Six Months Ended September 30,
2021 2022 2021 2022
Revenue
Subscription $ 30,885 $ 30,700 $ 61,975 $ 61,663
Hardware and other 5,189 4,562 8,997 8,658
Total revenue 36,074 35,262 70,972 70,321
Cost of revenue
Subscription 9,219 9,852 18,346 19,905
Hardware and other 3,887 3,308 6,803 6,581
Total cost of revenue 13,106 13,160 25,149 26,486
Gross profit 22,968 22,102 45,823 43,835
Operating expenses
Sales and marketing 3,872 4,053 7,384 8,385
Administration and other 15,366 16,572 30,373 31,547
Total operating expenses 19,238 20,625 37,757 39,932
Income from operations 3,730 1,477 8,066 3,903
Other income 199 708 64 1,607
Net interest (expense)/income (141) (223) (219) 264
Income before income tax expense 3,788 1,962 7,911 5,774
Income tax expense 2,489 3,168 3,081 6,302
Net income/(loss) 1,299 (1,206) 4,830 (528)
Less: Net income attributable to non-controlling interest — — — —
Net income/(loss) attributable to MiX Telematics Limited $ 1,299 $ (1,206) $ 4,830 $ (528)
Net income/(loss) per ordinary share
Basic $ 0.002 $ (0.002) $ 0.009 $ (0.001)
Diluted $ 0.002 $ (0.002) $ 0.009 $ (0.001)
Net income/(loss) per American Depository Share
Basic $ 0.06 $ (0.05) $ 0.22 $ (0.02)
Diluted $ 0.06 $ (0.05) $ 0.21 $ (0.02)
Ordinary shares
Weighted average 552,386 552,210 552,124 551,792
Diluted weighted average 565,622 552,210 565,322 551,792
American Depository Shares
Weighted average 22,095 22,088 22,085 22,072
Diluted weighted average 22,625 22,088 22,613 22,072


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2023		2022		2023
Revenue
Subscription	$	30,700	$	32,437	$	61,663	$	64,648
Hardware and other	4,562		5,325		8,658		9,465
Total revenue	35,262		37,762		70,321		74,113
Cost of revenue
Subscription	9,852		11,218		19,905		21,431
Hardware and other	3,308		3,268		6,581		6,293
Total cost of revenue	13,160		14,486		26,486		27,724
Gross profit	22,102		23,276		43,835		46,389

Operating expenses
Sales and marketing	4,053		3,469		8,385		6,975

Administration and other	16,572		17,330		31,547		32,545
Total operating expenses	20,625		20,799		39,932		39,520
Income from operations	1,477		2,477		3,903		6,869
Other income/(expense)	708		409		1,607		(300)
Interest income	138		198		888		467
Interest expense	361		539		624		1,041
Income before income tax expense	1,962		2,545		5,774		5,995
Income tax expense	3,168		2,296		6,302		4,138
Net (loss)/income	(1,206)		249		(528)		1,857
Less: Net income attributable to non-controlling interest	—		—		—		—
Net (loss)/income attributable to MiX Telematics Limited	$	(1,206)	$	249	$	(528)	$	1,857

Net (loss)/income per ordinary share
Basic	$	(0.002)	$	0.0004	$	(0.001)	$	0.003
Diluted	$	(0.002)	$	0.0004	$	(0.001)	$	0.003

Net (loss)/income per American Depositary Share
Basic	$	(0.05)	$	0.01	$	(0.02)	$	0.08
Diluted	$	(0.05)	$	0.01	$	(0.02)	$	0.08

Ordinary shares
Weighted average	552,210		554,021		551,792		554,119
Diluted weighted average	552,210		554,021		551,792		554,430

American Depositary Shares
Weighted average	22,088		22,161		22,072		22,165
Diluted weighted average	22,088		22,161		22,072		22,177

The accompanying notes are an integral part of these condensed consolidated financial statements.

MIX TELEMATICS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME/(LOSS)~~LOSS

(In thousands)

(Unaudited)


		Three Months Ended September 30,				Six Months Ended September 30,					Three Months Ended September 30,				Six Months Ended September 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Net income/(loss)		$	1,299	$	(1,206)	$	4,830	$	(528)
Net (loss)/income										Net (loss)/income	$	(1,206)	$	249	$	(528)	$	1,857
Other comprehensive loss	Other comprehensive loss									Other comprehensive loss
Foreign currency translation losses, net of tax	Foreign currency translation losses, net of tax	(4,744)		(8,577)		(1,581)		(18,609)		Foreign currency translation losses, net of tax	(8,577)		(1,276)		(18,609)		(3,409)

Total comprehensive (loss)/income		(3,445)		(9,783)		3,249		(19,137)
Total comprehensive loss										Total comprehensive loss	(9,783)		(1,027)		(19,137)		(1,552)
Less: Total comprehensive income attributable to non-controlling interest	Less: Total comprehensive income attributable to non-controlling interest	—		—		—		—		Less: Total comprehensive income attributable to non-controlling interest	—		—		—		—
Total comprehensive (loss)/income attributable to MiX Telematics Limited		$	(3,445)	$	(9,783)	$	3,249	$	(19,137)
Total comprehensive loss attributable to MiX Telematics Limited										Total comprehensive loss attributable to MiX Telematics Limited	$	(9,783)	$	(1,027)	$	(19,137)	$	(1,552)

The accompanying notes are an integral part of these condensed consolidated financial statements.

MIX TELEMATICS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


		Three Months Ended September 30, 2021 and 2022																												Three Months Ended September 30, 2022 and 2023
		Common Stock			Treasury Stock				Accumulated Other Comprehensive Income/(Loss)		Additional Paid-In Capital				Retained Earnings				Total MiX Telematics Limited Stockholders’ Equity			Non-Controlling Interest			Total Stockholder’s Equity					Common Stock					Treasury Stock				Accumulated Other Comprehensive Income/(Loss)				Additional Paid-In Capital				Retained Earnings				Total MiX Telematics Limited Stockholders’ Equity				Non-Controlling Interest				Total Stockholder’s Equity
		Shares	Amount														Shares										Amount
Balance as of July 1, 2021		606,080	$	67,401			$	(17,315)					$	5,087				$	(4,962)		$	78,679		$	128,890			$	5		$	128,895
Balance as of July 1, 2022																											Balance as of July 1, 2022			606,231			$	64,390			$	(17,315)			$	(6,123)			$	(4,193)			$	78,969			$	115,728			$	5			$	115,733

Net loss																											Net loss			—			—		—				—				—				(1,206)				(1,206)				—				(1,206)
Other comprehensive loss																											Other comprehensive loss			—			—		—				(8,577)				—				—				(8,577)				—				(8,577)

Stock-based compensation																											Stock-based compensation			—			—		—				—				243				—				243				—				243

Dividends of 4 South African cents (0.2 U.S. cents) per ordinary share declared																											Dividends of 4 South African cents (0.2 U.S. cents) per ordinary share declared			—			—		—				—				—				(1,294)				(1,294)				—				(1,294)
Ordinary shares repurchased and cancelled																											Ordinary shares repurchased and cancelled			(328)			(107)		—				—				—				—				(107)				—				(107)

Balance as of September 30, 2022																											Balance as of September 30, 2022			605,903			$	64,283	$	(17,315)			$	(14,700)			$	(3,950)			$	76,469			$	104,787			$	5			$	104,792

Balance as of July 1, 2023																											Balance as of July 1, 2023			607,838			$	63,455	$	(17,315)			$	(15,532)			$	(3,259)			$	79,291			$	106,640			$	5			$	106,645
Net income	Net income	—	—		—				—		—				1,299				1,299			—			1,299		Net income			—			—		—				—				—				249				249				—				249
Other comprehensive loss	Other comprehensive loss	—	—		—				(4,744)		—				—				(4,744)			—			(4,744)		Other comprehensive loss			—			—		—				(1,276)				—				—				(1,276)				—				(1,276)

Issuance of common stock in relation to SARs exercised		355	—		—				—		—				—				—			—			—
Stock-based compensation	Stock-based compensation	—	—		—				—		330				—				330			—			330		Stock-based compensation			—			—		—				—				325				—				325				—				325

Dividends of 4 South African cents (0.3 U.S. cents) per ordinary share declared		—	—		—				—		—				(1,510)				(1,510)			—			(1,510)
Dividends of 4.5 South African cents (0.2 U.S cents) per ordinary share declared																											Dividends of 4.5 South African cents (0.2 U.S cents) per ordinary share declared			—			—		—				—				—				(1,337)				(1,337)				—				(1,337)

Balance as of September 30, 2021		606,435	$	67,401	$	(17,315)			$	343	$	(4,632)			$	78,468			$	124,265		$	5		$	124,270

Balance as of July 1, 2022		606,231	$	64,390	$	(17,315)			$	(6,123)	$	(4,193)			$	78,969			$	115,728		$	5		$	115,733
Net loss		—	—		—				—		—				(1,206)				(1,206)			—			(1,206)
Other comprehensive loss		—	—		—				(8,577)		—				—				(8,577)			—			(8,577)

Stock-based compensation		—	—		—				—		243				—				243			—			243
Dividends of 4 South African cents (0.2 U.S cents) per ordinary share declared		—	—		—				—		—				(1,294)				(1,294)			—			(1,294)
Ordinary shares repurchased and cancelled		(328)	(107)		—				—		—				—				(107)			—			(107)

Balance as of September 30, 2022		605,903	$	64,283	$	(17,315)			$	(14,700)	$	(3,950)			$	76,469			$	104,787		$	5		$	104,792
Balance as of September 30, 2023																											Balance as of September 30, 2023			607,838			$	63,455	$	(17,315)			$	(16,808)			$	(2,934)			$	78,203			$	104,601			$	5			$	104,606

The accompanying notes are an integral part of these condensed consolidated financial statements.

MIX TELEMATICS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

Six Months Ended September 30, 2021 and 2022
Common Stock Treasury Stock Accumulated Other Comprehensive Income/(Loss) Additional Paid-In Capital Retained Earnings Total MiX Telematics Limited Stockholders’ Equity Non-Controlling Interest Total Stockholder’s Equity
Shares Amount
Balance as of April 1, 2021 605,579 $ 67,401 $ (17,315) $ 1,924 $ (5,326) $ 76,710 $ 123,394 $ 5 $ 123,399
Net income — — — — — 4,830 4,830 — 4,830
Other comprehensive loss — — — (1,581) — — (1,581) — (1,581)
Issuance of common stock in relation to SARs exercised 856 — — — — — — — —
Stock-based compensation — — — — 694 — 694 — 694
Dividends declared — — — — — (3,072) (3,072) — (3,072)
Balance as of September 30, 2021 606,435 $ 67,401 $ (17,315) $ 343 $ (4,632) $ 78,468 $ 124,265 $ 5 $ 124,270
Balance as of April 1, 2022 605,177 $ 64,390 $ (17,315) $ 3,909 $ (4,001) $ 79,709 $ 126,692 $ 5 $ 126,697
Net loss — — — — — (528) (528) — (528)
Other comprehensive loss — — — (18,609) — — (18,609) — (18,609)
Issuance of common stock in relation to SARs and RSUs exercised 1,054 — — — — — — — —
Stock-based compensation — — — — 51 — 51 — 51
Dividends declared — — — — — (2,712) (2,712) — (2,712)
Ordinary shares repurchased and cancelled (328) (107) — — — — (107) — (107)
Balance as of September 30, 2022 605,903 $ 64,283 $ (17,315) $ (14,700) $ (3,950) $ 76,469 $ 104,787 $ 5 $ 104,792


	Six Months Ended September 30, 2022 and 2023
	Common Stock			Treasury Stock		Accumulated Other Comprehensive Income/(Loss)		Additional Paid-In Capital		Retained Earnings		Total MiX Telematics Limited Stockholders’ Equity		Non-Controlling Interest		Total Stockholder’s Equity
	Shares	Amount
Balance as of April 1, 2022	605,177	$	64,390	$	(17,315)	$	3,909	$	(4,001)	$	79,709	$	126,692	$	5	$	126,697



Net loss	—	—		—		—		—		(528)		(528)		—		(528)
Other comprehensive loss	—	—		—		(18,609)		—		—		(18,609)		—		(18,609)


Issuance of common stock in relation to SARs exercised	1,054	—		—		—		—		—		—		—		—
Stock-based compensation	—	—		—		—		51		—		51		—		51

Dividends declared	—	—		—		—		—		(2,712)		(2,712)		—		(2,712)
Ordinary shares repurchased and cancelled	(328)	(107)		—		—		—		—		(107)		—		(107)


Balance as of September 30, 2022	605,903	$	64,283	$	(17,315)	$	(14,700)	$	(3,950)	$	76,469	$	104,787	$	5	$	104,792

Balance as of April 1, 2023	608,754	$	64,001	$	(17,315)	$	(13,399)	$	(3,499)	$	79,024	$	108,812	$	5	$	108,817
Net income	—	—		—		—		—		1,857		1,857		—		1,857
Other comprehensive loss	—	—		—		(3,409)		—		—		(3,409)		—		(3,409)
Issuance of common stock in relation to RSUs exercised	800	—		—		—		—		—		—		—		—
Stock-based compensation	—	—		—		—		565		—		565		—		565
Dividends declared	—	—		—		—		—		(2,678)		(2,678)		—		(2,678)
Ordinary shares repurchased and cancelled	(1,716)	(546)		—		—		—		—		(546)		—		(546)

Balance as of September 30, 2023	607,838	$	63,455	$	(17,315)	$	(16,808)	$	(2,934)	$	78,203	$	104,601	$	5	$	104,606

The accompanying notes are an integral part of these condensed consolidated financial statements.

MIX TELEMATICS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


		Six Months Ended September 30,					Six Months Ended September 30,
		2021		2022			2022		2023
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Cash generated from operations		$	14,223	$	2,005
Net (loss)/income						Net (loss)/income	$	(528)	$	1,857
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:						Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Current income taxes						Current income taxes	1,050		2,143
Deferred income taxes						Deferred income taxes	5,252		1,995
Profit on sale of property, plant and equipment						Profit on sale of property, plant and equipment	(33)		(4)
Contingent consideration remeasurement						Contingent consideration remeasurement	—		(538)
Depreciation						Depreciation	4,797		5,768
Amortization of intangible assets						Amortization of intangible assets	2,399		3,002
Amortization of deferred commissions						Amortization of deferred commissions	1,929		2,355

Net interest (income)/expense						Net interest (income)/expense	(264)		574
Stock based compensation costs						Stock based compensation costs	51		565
Net foreign exchange (gains)/losses						Net foreign exchange (gains)/losses	(1,498)		853
Change in allowance for doubtful accounts						Change in allowance for doubtful accounts	1,643		2,302
Write-down of inventory to net realizable value						Write-down of inventory to net realizable value	253		33
Net accrued expenses and other liabilities raised						Net accrued expenses and other liabilities raised	894		(336)
Other non-cash items						Other non-cash items	(407)		(80)
Changes in operating assets and liabilities:						Changes in operating assets and liabilities:
Inventories						Inventories	(1,235)		465
Accounts receivables						Accounts receivables	(2,019)		(2,497)
Prepaid expenses and other current assets						Prepaid expenses and other current assets	(2,254)		(4)
Accounts payables						Accounts payables	(3,154)		757
Accrued expenses and other liabilities						Accrued expenses and other liabilities	1,071		3,198
Deferred commissions						Deferred commissions	(3,436)		(4,437)
Foreign currency translation adjustments on operating assets and liabilities						Foreign currency translation adjustments on operating assets and liabilities	(2,506)		(3,041)

Interest received	Interest received	221		471		Interest received	471		449
Interest paid	Interest paid	(197)		(355)		Interest paid	(355)		(786)
Income tax paid	Income tax paid	(3,582)		(539)		Income tax paid	(539)		(1,155)
Net cash provided by operating activities	Net cash provided by operating activities	10,665		1,582		Net cash provided by operating activities	1,582		13,438

Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Acquisition of property, plant and equipment – in-vehicle devices	Acquisition of property, plant and equipment – in-vehicle devices	(9,740)		(10,642)		Acquisition of property, plant and equipment – in-vehicle devices	(10,642)		(7,972)
Acquisition of property, plant and equipment – other	Acquisition of property, plant and equipment – other	(851)		(554)		Acquisition of property, plant and equipment – other	(554)		(479)
Proceeds from the sale of property, plant and equipment	Proceeds from the sale of property, plant and equipment	54		73		Proceeds from the sale of property, plant and equipment	73		26
Acquisition of intangible assets	Acquisition of intangible assets	(2,833)		(2,864)		Acquisition of intangible assets	(2,864)		(2,917)
Cash paid for business combination	Cash paid for business combination	—		(3,739)		Cash paid for business combination	(3,739)		—
Deferred consideration paid						Deferred consideration paid	—		(267)

Net cash used in investing activities	Net cash used in investing activities	(13,370)		(17,726)		Net cash used in investing activities	(17,726)		(11,609)

Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities

Cash paid for ordinary shares repurchased	Cash paid for ordinary shares repurchased	—		(107)		Cash paid for ordinary shares repurchased	(107)		(546)
Cash paid on dividends to MiX Telematics Limited stockholders	Cash paid on dividends to MiX Telematics Limited stockholders	(3,058)		(2,708)		Cash paid on dividends to MiX Telematics Limited stockholders	(2,708)		(2,673)
Movement in short-term debt	Movement in short-term debt	474		7,380		Movement in short-term debt	7,380		2,332
Net cash (used in)/from financing activities		(2,584)		4,565

Net decrease in cash and cash equivalents, and restricted cash		(5,289)		(11,579)
Cash and cash equivalents, and restricted cash at beginning of the period		46,343		34,719
Effect of exchange rate changes on cash and cash equivalents, and restricted cash		(340)		(2,727)
Cash and cash equivalents, and restricted cash at end of the period		$	40,714	$	20,413
Net cash provided by/(used in) financing activities						Net cash provided by/(used in) financing activities	4,565		(887)



Net (decrease)/increase in cash and cash equivalents, and restricted cash	(11,579)		942
Cash and cash equivalents, and restricted cash at beginning of the period	34,719		30,657
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	(2,727)		(1,384)
Cash and cash equivalents, and restricted cash at end of the period	$	20,413	$	30,215

The accompanying notes are an integral part of these condensed consolidated financial statements.

MIX TELEMATICS LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Organization and Summary of Significant Accounting Policies

Nature of the Business

MiX Telematics Limited ~~(the “Company”~~and its subsidiaries (“the Company”) is a global provider of connected fleet and mobile asset solutions delivered as Software-as-a-Service (“SaaS”). The Company’s solutions enable customers to manage, optimize and protect their investments in commercial fleets, mobile assets or personal vehicles. The Company’s solutions enable a wide range of customers, from large enterprise fleets to small fleet operators and consumers, to reduce fuel and other operating costs, improve efficiency, enhance regulatory compliance, promote driver safety, manage risk and mitigate theft.

The Company is incorporated and domiciled in South Africa, with its principal executive office in Boca Raton, Florida. The Company’s fiscal year ends on March 31.

Basis of preparation and consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments and accruals, which are necessary for a fair statement of the results of the interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated on consolidation.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended March 31, ~~2022~~2023 filed with the SEC on June ~~14, 2022.~~22, 2023.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported and disclosed. Significant estimates include, but are not ~~limited~~limited to, fair ~~values of~~ ~~assets acquired and liabilities assumed from the business acquired, fair~~ value measurement of contingent consideration, allowances for doubtful accounts, the assessment of expected cash flows used in evaluating ~~goodwill~~goodwill for impairment and income and deferred taxes. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.

We have considered the impact of rising inflation, fuel prices, global politics, sanctions and the impact thereof on global trade on the estimates and assumptions used. As of September 30, ~~2022,~~2023, we have taken into account the impact of the above on goodwill sensitivities and impairment assessments. However, future changes in economic conditions could have an impact on future estimates and judgements used.

Summary of significant accounting policies

~~Other than as listed below there~~There have been no ~~other~~ changes to the Company’s significant accounting policies disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, ~~2022,~~2023, filed with the SEC on June ~~14, 2022,~~22, 2023, that have had a material impact on the Company’s Condensed Consolidated Financial Statements and related notes.

~~Contingent consideration~~

Contingent consideration is classified as a liability and is remeasured to fair value at each reporting date until the contingency is resolved. Changes in fair value that are not measurement period adjustments are recognized in the Condensed Consolidated Statements of Income/(Loss).

Recently Adopted Accounting Pronouncements

There were no new accounting pronouncements adopted during the six months ended September 30, ~~2022.~~2023.

Recent Accounting Pronouncements Not Yet Adopted

On October 28, 2021, the FASB issued ASU 2021-08, which amends ASC 805, Business Combinations, to require companies to apply ASC 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. This creates an exception to the general recognition and measurement principle in ASC 805 which requires an acquirer to generally recognize such items at fair value on the acquisition

date. The ASU is effective for fiscal years beginning after December 15, 2022 and interim periods therein for public business entities (PBEs). For all other entities, it is effective for fiscal years beginning after December 15, 2023 and interim periods therein. Early adoption is permitted for all entities, including adoption in an interim period. ~~The effective date for the Company is April 1, 2023.~~ Management is yet to assess the impact of adoption of this ASU.

2. Acquisition

MiX Telematics North America, a 100% owned subsidiary of the Company, acquired Trimble Inc.’s Field Service Management business (“FSM”) in North America on September 2, 2022 (the ~~“Transaction”~~“FSM Acquisition”).

FSM’s North American operations include the sale and support of telemetry and video solutions that enable back-office monitoring and visualization for fleet services management in a number of industries. The Transaction presents an opportunity for the Company to increase its scale in North America and to further diversify its North America business by expanding its presence in market verticals such as construction and last mile logistics.

All existing FSM subscription contracts and the related revenue streams were acquired by MiX Telematics North America.

~~The purchase consideration for the FSM business comprised of the following:~~

•An upfront cash payment of $3.7 million on September 2, 2022 (“Closing Date”), based on an upfront fee of $300 per subscription contract where the FSM customer has purchased or agreed to purchase 4G hardware as of the day immediately prior to the Closing Date and where the contractual term expires on or after the 18-month anniversary of the Closing Date.

•~~Additional payments to~~ ~~be made in respect of the renewal of existing subscriptions as well as for new subscriptions entered into by customers (that were customers on the Closing Date) with MiX Telematics North America. Depending on the hardware requirements of these customers and specific contract terms, Trimble will be paid~~ between $200 and $300 per subscription contract. The additional payments will be made approximately every three months, ending on March 2, 2024, and have been treated as contingent consideration. The initial fair value of the contingent consideration of ~~$4.1 million~~ ~~was included in the purchase price for purposes of calculating goodwill and reflects an expectation of approximately a 75% retention rate. Subsequent changes in fair value will be recognized in~~ the Condensed Consolidated Statements of Income/(Loss). The estimated total consideration for additional payments should not exceed $6.4 million which assumes a 100% conversion rate, which the Company believes is unlikely.

~~Pro forma results were not presented below because the effect of this acquisition is not material to the~~ ~~Condensed Consolidated Statements of Income/(Loss)~~.

The acquisition of the FSM business was considered a business combination and was accounted for under the acquisition method of accounting. The following table summarizes the consideration transferred, the assets acquired and liabilities assumed as of the acquisition date ~~(in thousands)~~:


	September 2, 2022
~~Fair value of consideration transferred~~
~~Cash consideration~~	$	~~3,739~~
~~Contingent consideration~~	~~4,073~~
	~~7,812~~

~~Fair value of identifiable assets acquired and liabilities assumed~~
~~Customer relationships~~	~~6,000~~
~~Finance lease receivable~~	~~412~~
~~Indemnification asset~~1	~~1,476~~
~~Loss contingency~~1	~~(1,476)~~
~~Product warranties~~	~~(41)~~
	~~6,371~~

~~Goodwill~~	$	~~1,441~~

1. With the acquisition, the Company assumed a Hardware Purchase Plan (“HPP”) loss contingency of $1.5 million with a corresponding indemnification asset against Trimble. The HPP represents a contractual obligation, requiring the replacement of equipment should this become technically obsolete. The key event triggering the provision is the imminent shut down of the 3G network across different states in America. The Company has entered into an agreement with Trimble whereby Trimble will be responsible for covering these costs. The indemnification outcomes are directly linked to the loss contingency.

The initial accounting for the business combination ~~is not yet~~was complete ~~given that~~at March 31, 2023. For additional information on the acquisition ~~occurred less than a month before the reporting date. The fair values of the identifiable assets acquired and liabilities assumed have only been determined~~please refer to our Annual Report on ~~a provisional basis and therefore, adjustments to them and the resulting goodwill may occur in the future.~~

~~During a transitional period, until all the FSM subscribers have been migrated to the Company~~’~~s SaaS platform, Trimble will (i) supply certain hardware comprising telematics kits and other parts as required~~Form 10-K for the fulfillment of subscription contracts; (ii) grant MiX Telematics North America a non-exclusive, non-transferable license to certain software in respect of hardware used by subscribers; and (iii) provide access to certain applications and network connections to support ongoing operations and customer account management. The Company however remains liable toyear ended March 31, 2023, which we filed with the ~~customer for the services.~~

Acquisition-related costs of $0.8 million were incurred, and are included in Administration and other expenses in the Condensed Consolidated Statements of Income/(Loss). The initial cash payment was funded out of existing cash resources.

~~The goodwill is attributable to the workforce of the acquired business and the opportunity for the Company to~~ ~~increase its scale in North America and to further diversify its North America business.~~SEC on The goodwill is assigned to the Americas segment and is deductible for tax purposes. There was no change in the goodwill balance of $1.4 million between the date of acquisition and the end of the reporting period, September 30, 2022.

~~The customer relationships acquired will be amortized over a weighted average amortization period of 10 years.~~

~~The acquired business contributed revenues of $0.9 million a~~June 22, ~~nd earnings of $3,400 fo~~2023.~~r the period from September 2, 2022 to September 30, 2022. If the business was acquired on April 1, 2022, the acquired business would have contributed revenues of $5.7 million and earnings of $0.5 million, after amortization of customer relationships, for the 6 months ended September 30, 2022.~~

~~Valuation Methodology~~

The customer relationships were valued using the multi-period excess earnings method under the income approach, which estimates associated revenues and costs to determine the projected cash flows derived from this asset. The discount rate used reflects the risk and uncertainty of the cash flows relative to the overall business. The useful lives of customer relationships were established by reference to the payback period of the asset.

~~Assumptions used in forecasting cash flows included consideration of the following:~~

•~~Historical performance including sales and profitability~~

•~~Contributory asset charges~~

•~~Business prospects, industry expectations and competitive environment~~

•~~Estimated economic life of the asset~~

•~~Revenue attributable to existing customers~~

•~~Attrition of existing customers~~

The fair value of the contingent consideration was estimated using the income approach, based on applying a discounted cash flow valuation. Key inputs in the valuation include forecasted existing subscriber conversions, subscriber discount rate, and payor counterparty credit risk discount rate.

3. Revenue from contracts with customers

The Company provides fleet and mobile asset management solutions. The principal revenue streams are (1) Subscription and (2) Hardware and other. Subscription revenue is recognized over time and hardware and other revenue is recognized at a point-in-time.

To provide services to customers, a device is required which collects and transmits information collected from the vehicle or other ~~asset is required.~~asset. Fleet customers may also obtain other items of hardware, virtually all of which are ~~functionally-dependent~~functionally dependent on the device. Some customers obtain control of the device and other hardware (where legal title transfers to the customer),; while other customers do not (where legal title remains with the Company). A contract arises on the acceptance of a customer’s purchase order, which is typically executed in writing.

Contract liabilities

When customers are invoiced in advance for subscription services that will be provided over periods of more than one month, or pay in advance of service periods of more than one month, deferred revenue liabilities are recorded. Deferred revenue as of March 31, 2023 and September 30, 2023 was $5.3 million and $6.8 million, respectively. During both the quarters ended September 30, 2022 and September 30, ~~2022 was $6.7 million and $5.9 million, respectively. During the quarter ended September 30, 2021 and September 30, 2022,~~2023, revenue of ~~$1.2~~$0.9 million, ~~and~~ $~~0.9million respectively,~~ was recognized which was included in the deferred revenue balances at the beginning of each such quarter. During the six months ended September 30, ~~2021~~2022 and

September 30, ~~2022,~~2023, revenue of ~~$2.4~~$2.2 million and ~~$2.2~~$2.1 million, respectively, was recognized which was included in the deferred

revenue balances at the beginning of each such financial year.

Contract acquisition costs

Commissions payable to sales employees and external third parties which are incurred to acquire contracts are capitalized and amortized, unless the amortization period is 12 months or less, in which instance they are expensed immediately. Deferred commissions were ~~$4.1~~$6.0 million and $~~4.8~~8.2 million as of March 31, ~~2022~~2023 and September 30, ~~2022,~~2023, respectively, and are included in Other assets on the Condensed Consolidated Balance Sheets.

The following is a summary of the amortization expense recognized (in thousands):

Three Months Ended September 30, Six Months Ended September 30,
2021 2022 2021 2022
Amortization recognized during the period: $ (857) $ (988) $ (1,767) $ (1,929)
–Cost of revenue (external commissions)
(616) (732) (1,291) (1,472)
–Sales and marketing (internal commissions)
(241) (256) (476) (457)


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2023		2022		2023
Amortization recognized during the period:	$	(988)	$	(1,288)	$	(1,929)	$	(2,355)
–Cost of revenue (external commissions)	(732)		(1,082)		(1,472)		(1,938)
–Sales and marketing (internal commissions)	(256)		(206)		(457)		(417)

4. Credit risk related to accounts receivable

The movements in the allowance for doubtful accounts are as follows (in thousands):


		Six Months Ended September 30,					Six Months Ended September 30,
		2021		2022			2022		2023
Balance at April 1	Balance at April 1	$	5,575	$	5,426	Balance at April 1	$	5,426	$	2,745

Bad debt provision	Bad debt provision	1,563		1,643		Bad debt provision	1,643		2,302
Write-offs	Write-offs	(1,036)		(2,245)		Write-offs	(2,245)		(1,375)

Foreign currency translation differences	Foreign currency translation differences	(66)		(831)		Foreign currency translation differences	(831)		(97)
Balance at September 30	Balance at September 30	$	6,036	$	3,993	Balance at September 30	$	3,993	$	3,575

Overview of the Company’s exposure to credit risk from customers

The maximum exposure to credit risk at the reporting date is the carrying value of each receivable and loan to external parties, net of impairment losses where relevant. As of March 31, ~~2022~~2023 and September 30, ~~2022~~2023, the Company had no significant concentration of credit risk, due to its spread of customers across various operations and geographical locations.

The Company does not hold any collateral as security.

~~Net accounts receivable as~~

5. Inventory

Inventory, which comprises of ~~March 31, 2022~~components and ~~September 30, 2022~~finished goods, is stated at the lower of ~~$4.1 million~~cost and ~~$2.6 million, respectively, are pledged as security for~~net realizable value. Cost is determined using a first-in, first-out, actual cost or weighted average cost basis.

Inventory comprises of the ~~Company’s overdraft facilities.~~following (in thousands):


	March 31, 2023		September 30, 2023
Components	$	3,131	$	1,484
Finished goods	3,146		4,400
Total inventory	6,277		5,884
Less: Provision for impairment	(1,341)		(1,446)
Inventory, net	$	4,936	$	4,438

6. Prepaid expenses and other current assets

Prepaid expenses and other current assets comprise of the following (in thousands):


	March 31, 2023		September 30, 2023
Pre-payments	$	2,742	$	3,914
Prepaid taxes	95		110
Indemnification asset	474		123
Current income tax asset	1,496		683
VAT receivable	1,362		952
Sundry debtors	3,378		2,902
Deposits	131		127
Staff receivable	91		218
Lease receivable	171		77
Interest receivable	10		8
	$	9,950	$	9,114

5.7. Property, plant and equipment

Property, plant and equipment comprises owned and right of use assets. The Company leases many assets including property, motor vehicles ~~machinery~~ and IToffice equipment.

The cost and accumulated depreciation of owned assets are as follows (in thousands):


		March 31, 2022		September 30, 2022			March 31, 2023		September 30, 2023
Owned assets	Owned assets					Owned assets

Plant and Equipment	Plant and Equipment	$	791	$	715	Plant and Equipment	$	793	$	773
Motor Vehicles	Motor Vehicles	1,938		1,814		Motor Vehicles	1,948		1,845
Furniture, fixtures and equipment	Furniture, fixtures and equipment	1,553		1,357		Furniture, fixtures and equipment	1,295		1,131
Computer and radio equipment	Computer and radio equipment	4,036		3,745		Computer and radio equipment	3,743		3,900
In-vehicle devices	In-vehicle devices	65,881		67,532		In-vehicle devices	72,405		77,282
Assets in progress	Assets in progress	332		111		Assets in progress	26		8
Owned assets, gross	Owned assets, gross	74,531		75,274		Owned assets, gross	80,210		84,939
Less: accumulated depreciation and impairments	Less: accumulated depreciation and impairments	(46,597)		(44,905)		Less: accumulated depreciation and impairments	(46,932)		(49,425)
Owned assets, net	Owned assets, net	$	27,934	$	30,369	Owned assets, net	$	33,278	$	35,514

Depreciation expense related to owned assets during the three months ended September 30, ~~2021~~2022 and ~~2022~~2023 was ~~$2.6~~$2.2 million and $~~2.2~~3.2 million, respectively. Depreciation expense related to owned ~~equipment~~assets during the six months ended September 30, ~~2021~~2022 and ~~2022~~2023 was ~~$5.3~~$4.8 million and ~~$4.8~~$5.8 million, respectively. Depreciation expense related to in-vehicle devices is included in subscription cost of revenue.

The cost and accumulated depreciation of right-of-use assets are as follows (in thousands):


		March 31, 2022		September 30, 2022			March 31, 2023		September 30, 2023
Right-of-use assets	Right-of-use assets					Right-of-use assets
Property	Property	$	7,019	$	5,113	Property	$	5,792	$	4,897
Equipment, motor vehicles and other	Equipment, motor vehicles and other	305		225		Equipment, motor vehicles and other	259		272

Less: accumulated depreciation	Less: accumulated depreciation	(2,984)		(2,068)		Less: accumulated depreciation	(2,550)		(1,839)
Right of use assets, net	Right of use assets, net	$	4,340	$	3,270	Right of use assets, net	$	3,501	$	3,330

6.8. Intangible assets

Intangible assets comprise the following (in thousands):


			As of March 31, 2022						As of September 30, 2022								As of March 31, 2023						As of September 30, 2023
		Useful life (in years)	Gross Carrying amount		Accumulated amortization		Net		Gross Carrying amount		Accumulated amortization		Net			Useful life (in years)	Gross Carrying amount		Accumulated amortization		Net		Gross Carrying amount		Accumulated amortization		Net
Patents and trademarks	Patents and trademarks	3 - 20	$	105	$	(70)	$	35	$	152	$	(122)	$	30	Patents and trademarks	3 - 10	$	90	$	(63)	$	27	$	121	$	(94)	$	27
Customer relationships	Customer relationships	2 - 15	2,772		(2,528)		244		8,536		(2,543)		5,993		Customer relationships	1 - 10	8,234		(3,061)		5,173		8,264		(3,694)		4,570
Internal-use software, technology and other	Internal-use software, technology and other	1 - 18	42,335		(22,154)		20,181		36,735		(19,803)		16,932		Internal-use software, technology and other	1 - 20	39,031		(22,336)		16,695		38,604		(22,196)		16,408
Total	Total		$	45,212	$	(24,752)	$	20,460	$	45,423	$	(22,468)	$	22,955	Total		$	47,355	$	(25,460)	$	21,895	$	46,989	$	(25,984)	$	21,005

For the three months ended September 30, ~~2021~~2022 and ~~2022,~~2023, amortization expense of ~~$1.0~~$1.3 million and ~~$1.3~~$1.6 million respectively, has been recognized. For the six months ended September 30, ~~2021~~2022 and ~~2022,~~2023, amortization expense of ~~$2.0~~$2.4 million, and ~~$2.4~~$3.0 million, respectively, has been recognized. Non-cash disposals of ~~$0.1~~$0.6 million and ~~$0.6~~$2.0 million were recognized for the six

months ended September 30, ~~2021~~2022 and ~~2022,~~2023, respectively. Foreign exchange related gains of ~~$0.3~~$4.1 million and ~~$4.1~~$0.5 million, on accumulated amortization, were recognized for the six months ended September 30, ~~2021~~2022 and ~~2022,~~2023, respectively.

7.9. Accrued expenses and other liabilities

Accrued expenses and other liabilities comprise the following (in thousands):


		March 31, 2022		September 30, 2022			March 31, 2023		September 30, 2023
Current:	Current:					Current:
Product warranties	Product warranties	$	630	$	313	Product warranties	$	317	$	313
Maintenance	Maintenance	506		433		Maintenance	430		327
Employee-related accruals	Employee-related accruals	7,621		6,343		Employee-related accruals	3,392		3,733
Bonus and incentives						Bonus and incentives	3,344		2,514
Lease liabilities	Lease liabilities	932		543		Lease liabilities	688		755

Accrued commissions	Accrued commissions	3,017		2,764		Accrued commissions	3,675		4,324
Loss contingency (1)	Loss contingency (1)	—		1,476		Loss contingency (1)	474		123
Value added tax payables						Value added tax payables	1,239		1,395
Post-acquisition support and hardware payable (1)						Post-acquisition support and hardware payable (1)	2,265		2,661
Other accruals	Other accruals	6,904		7,289		Other accruals	5,662		7,138
Total current	Total current	$	19,610	$	19,161	Total current	$	21,486	$	23,283

Non-current:	Non-current:					Non-current:
Lease liabilities	Lease liabilities	$	3,655	$	2,762	Lease liabilities	$	2,966	$	2,842
Other liabilities	Other liabilities	689		594		Other liabilities	402		439
Total non-current	Total non-current	$	4,344	$	3,356	Total non-current	$	3,368	$	3,281

(1) Relates to the acquisition of Trimble’s FSM business.
(1) Relates to the FSM Acquisition.						(1) Relates to the FSM Acquisition.

Product warranties

The Company provides warranties on certain products and undertakes to repair or replace items that fail to perform satisfactorily. Management estimates the related provision for future warranty claims based on historical warranty claim information, the product lifetime, as well as recent trends that might suggest that past cost information may differ from future claims. The table below provides details of the movement in the accrual (in thousands):

As of September 30,
2021 2022
Product warranties
Opening balance $ 612 $ 683
Warranty expense/(credit) 200 (22)
Reclassification (1)
— (247)
Utilized (126) —
Acquisition (2)
— 41
Foreign currency translation difference (14) (102)
Balance as of September 30 $ 672 $ 353
Non-current portion (included in other liabilities) $ 47 $ 40
Current portion $ 625 $ 313
(1) Relates to a reclassification of certain costs from Product warranties to the Maintenance provision.
(2) Relates to the acquisition of Trimble’s FSM business.


	As of September 30,
	2022		2023
Product warranties
Opening balance	$	683	$	359
Warranty credit	(22)		—
Reclassification (1)	(247)		—

Acquisition (2)	41		—
Foreign currency translation difference	(102)		(12)
Balance as of September 30	$	353	$	347
Non-current portion (included in other liabilities)	$	40	$	34
Current portion	$	313	$	313

(1) Relates to a reclassification of certain costs from Product warranties to the Maintenance provision during fiscal year 2023.
(2) Relates to the acquisition of Trimble’s FSM business.

8.10. Development expenditure

Development expenditure incurred comprises the following (in thousands):


		Three Months Ended September 30,				Six Months Ended September 30,					Three Months Ended September 30,				Six Months Ended September 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Costs capitalized (1)	Costs capitalized (1)	$	985	$	988	$	1,956	$	2,029	Costs capitalized (1)	$	988	$	1,488	$	2,029	$	2,518
Costs expensed (2)	Costs expensed (2)	1,314		1,449		2,751		3,004		Costs expensed (2)	1,449		1,635		3,004		2,979
Total costs incurred	Total costs incurred	$	2,299	$	2,437	$	4,707	$	5,033	Total costs incurred	$	2,437	$	3,123	$	5,033	$	5,497

(1) Costs capitalized relate only to the development of internal-use software, which are recognized in accordance with the Intangible assets (Internal-use software and technology) accounting policy.	(1) Costs capitalized relate only to the development of internal-use software, which are recognized in accordance with the Intangible assets (Internal-use software and technology) accounting policy.									(1) Costs capitalized relate only to the development of internal-use software, which are recognized in accordance with the Intangible assets (Internal-use software and technology) accounting policy.
(2) Costs expensed are included in Administration and other expenses in the Condensed Consolidated Statements of Income/(Loss).
(2) Costs expensed are included in Administration and other expenses in the Condensed Consolidated Statements of Income.										(2) Costs expensed are included in Administration and other expenses in the Condensed Consolidated Statements of Income.

9.11. Leases

The Company leases property, office equipment and vehicles under operating leases. The lease terms vary between 1 month and 120 months, with many leases providing renewal rights and certain leases with annual escalations of up to 8% per annum. To the extent the Company is reasonably certain that it will exercise renewal options, such options have been included in the lease terms used for calculating the right-of-use assets and lease liabilities. Right-of-use assets are included in Property, plant and equipment in the Condensed Consolidated Balance Sheets and lease liabilities related to the Company’s operating leases are included in Accrued expenses and other liabilities and Long-term accrued expenses and other liabilities in the Condensed Consolidated Balance Sheets.

Where lease terms are 12-months or less, and meet the criteria for short-term lease classification, no right-of-use asset and no lease liability are recognized.

The components of lease cost are as follows (in thousands):


		Three Months Ended September 30,				Six Months Ended September 30,					Three Months Ended September 30,				Six Months Ended September 30,
		2021		2022		2021		2022			2022		2023		2022		2023

Operating lease cost	Operating lease cost	$	373	$	303	$	780	$	635	Operating lease cost	$	303	$	288	$	635	$	603
Short-term lease cost	Short-term lease cost	145		86		234		132		Short-term lease cost	86		117		132		212
Total lease cost	Total lease cost	$	518	$	389	$	1,014	$	767	Total lease cost	$	389	$	405	$	767	$	815

Supplemental cash flow information and non-cash activity related to the Company’s operating leases are as follows (in thousands):


		Six Months Ended September 30,					Six Months Ended September 30,
		2021		2022			2022		2023

Operating cash flow information:	Operating cash flow information:					Operating cash flow information:
Cash payments included in the measurement of lease liabilities	Cash payments included in the measurement of lease liabilities	$	754	$	827	Cash payments included in the measurement of lease liabilities	$	827	$	492
Non-cash activity:	Non-cash activity:					Non-cash activity:
Right-of-use assets obtained in exchange for new operating lease liabilities	Right-of-use assets obtained in exchange for new operating lease liabilities	$	397	$	231	Right-of-use assets obtained in exchange for new operating lease liabilities	$	231	$	533

Weighted-average remaining lease term and discount rate for our operating leases are as follows:


		March 31, 2022		September 30, 2022			March 31, 2023		September 30, 2023
Weighted-average remaining lease term - operating leases (months) (1)	Weighted-average remaining lease term - operating leases (months) (1)	25		24		Weighted-average remaining lease term - operating leases (months) (1)	22		23
Weighted-average discount rate - operating leases	Weighted-average discount rate - operating leases	8.0	%	8.1	%	Weighted-average discount rate - operating leases	8.0	%	8.3	%

(1) Including expected renewals where appropriate.	(1) Including expected renewals where appropriate.					(1) Including expected renewals where appropriate.

Maturities of operating lease liabilities as of September 30, ~~2022~~2023 were as follows (in thousands):


2023 (remainder)		$	431
2024		701
2024 (remainder)				2024 (remainder)	$	513
2025	2025	636		2025	931
2026	2026	544		2026	812
2027	2027	552		2027	702
2028				2028	661
Thereafter	Thereafter	1,396		Thereafter	794
Total future minimum lease payments	Total future minimum lease payments	4,260		Total future minimum lease payments	4,413
Less: Imputed interest	Less: Imputed interest	(955)		Less: Imputed interest	(816)
Present value of future minimum lease payments	Present value of future minimum lease payments	3,305		Present value of future minimum lease payments	3,597
Less: Current portion of lease liabilities	Less: Current portion of lease liabilities	(543)		Less: Current portion of lease liabilities	(755)
Non-current portion of lease liabilities	Non-current portion of lease liabilities	$	2,762	Non-current portion of lease liabilities	$	2,842

~~10.~~12. Income taxes

Our income tax provision reflects our estimate of the effective tax rate expected to be applicable for the full fiscal year, adjusted for any discrete events which are recorded in the period they occur. The estimates are re-evaluated each quarter based on our estimated tax expense for the full fiscal year.

Our effective tax rate was ~~38.9%~~109.1% for the six months ended September 30, ~~2021~~2022 compared tto ~~o 109.1%~~69.0% for the six months ended September 30, ~~2022.~~2023. Our effective tax rate was ~~65.7%~~161.5% for the three months ended September 30, ~~2021~~2022 compared to ~~161.5%~~90.2% for the three months ended September 30, 20~~22.~~23.

~~11. Earnings/Loss~~13. Earnings per share

Basic

Basic ~~earnings/loss~~earnings per share is calculated by dividing the ~~income/loss~~income attributable to ordinary shareholders of the parent by the weighted average number of ordinary shares in issue during the period.

The net ~~income/loss~~income and weighted average number of shares used in the calculation of basic and diluted ~~earnings/loss~~earnings per share are as follows (in thousands, except per share data):

Three Months Ended September 30, Six Months Ended September 30,
2021 2022 2021 2022
Numerator (basic)
Net income/(loss) attributable to MiX Telematics Limited stockholders $ 1,299 $ (1,206) $ 4,830 $ (528)
Denominator (basic)
Weighted-average number of ordinary shares in issue and outstanding 552,386 552,210 552,124 551,792
Basic earnings/(loss) per share $ 0.002 $ (0.002) $ 0.009 $ (0.001)
American Depository Shares*:
Net income/(loss) attributable to MiX Telematics Limited stockholders $ 1,299 $ (1,206) $ 4,830 $ (528)
Weighted-average number of American Depository Shares in issue and outstanding 22,095 22,088 22,085 22,072
Basic earnings/(loss) per American Depository share $ 0.06 $ (0.05) $ 0.22 $ (0.02)
*One American Depository Share is the equivalent of 25 ordinary shares.


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2023		2022		2023
Ordinary shares:
Numerator (basic)
Net (loss)/income attributable to MiX Telematics Limited stockholders	$	(1,206)	$	249	$	(528)	$	1,857
Denominator (basic)
Weighted-average number of ordinary shares in issue and outstanding	552,210		554,021		551,792		554,119
Basic (loss)/earnings per share	$	(0.002)	$	0.0004	$	(0.001)	$	0.003



American Depositary Shares*:
Numerator (basic)
Net (loss)/income attributable to MiX Telematics Limited stockholders	$	(1,206)	$	249	$	(528)	$	1,857
Denominator (basic)
Weighted-average number of American Depositary Shares in issue and outstanding	22,088		22,161		22,072		22,165
Basic (loss)/earnings per American Depositary Share	$	(0.05)	$	0.01	$	(0.02)	$	0.08

*One American Depositary Share is the equivalent of 25 ordinary shares.

Diluted

Diluted ~~earnings/loss~~earnings per share is calculated by dividing the diluted ~~income/loss~~income attributable to ordinary shareholders by the diluted weighted average number of ordinary shares in issue during the period. ~~Stock options, retention shares~~Restricted share units and stock appreciation rights granted to directors and employees are considered to be potential ordinary shares. They have been included in the determination of diluted ~~earnings/loss~~earnings per share if the required target share price or annual shareholder return hurdles (as applicable) would have been met based on the performance up to the reporting date, and to the extent to which they are dilutive.

Adjustments for stock appreciation rights and restricted share units are excluded from the calculation of diluted loss per share and per American Depository share in the table below for the three and six months ended September 30, 2022 as the effect would have been anti-dilutive.

Three Months Ended September 30, Six Months Ended September 30,
2021 2022 2021 2022
Numerator (diluted)
Diluted net income/(loss) attributable to MiX Telematics Limited stockholders $ 1,299 $ (1,206) $ 4,830 $ (528)
Denominator (diluted)
Weighted-average number of ordinary shares in issue and outstanding 552,386 552,210 552,124 551,792
Adjusted for:
– potentially dilutive effect of stock appreciation rights (1)
11,778 — 11,809 —
– potentially dilutive effect of restricted share units (1)
1,458 — 1,389 —
Diluted-weighted average number of ordinary shares in issue and outstanding 565,622 552,210 565,322 551,792
Diluted earnings/(loss) per share $ 0.002 $ (0.002) $ 0.009 $ (0.001)
American Depository Shares*:
Diluted net income/(loss) attributable to MiX Telematics Limited stockholders $ 1,299 $ (1,206) $ 4,830 $ (528)
Diluted weighted-average number of American Depository Shares in issue and outstanding 22,625 22,088 22,613 22,072
Diluted earnings/(loss) per American Depository share $ 0.06 $ (0.05) $ 0.21 $ (0.02)
(1) Excluded from the calculation of diluted loss per share for the three and six months ended September 30, 2022 as the effect would have been anti-dilutive.
*One American Depository Share is the equivalent of 25 ordinary shares.


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2023		2022		2023
Ordinary shares:
Numerator (diluted)
Diluted net income attributable to MiX Telematics Limited stockholders	$	(1,206)	$	249	$	(528)	$	1,857
Denominator (diluted)
Weighted-average number of ordinary shares in issue and outstanding	552,210		554,021		551,792		554,119
Adjusted for:
– potentially dilutive effect of stock appreciation rights	—		—		—		—
– potentially dilutive effect of restricted share units	—		—		—		311

Diluted-weighted average number of ordinary shares in issue and outstanding	552,210		554,021		551,792		554,430
Diluted earnings per share	$	(0.002)	$	0.0004	$	(0.001)	$	0.003



American Depositary Shares*:
Numerator (diluted)
Diluted net income attributable to MiX Telematics Limited stockholders	$	(1,206)	$	249	$	(528)	$	1,857
Denominator (diluted)
Weighted-average number of American Depositary Shares in issue and outstanding	22,088		22,161		22,072		22,165
Adjusted for:
– potentially dilutive effect of stock appreciation rights	—		—		—		—
– potentially dilutive effect of restricted share units	—		—		—		12
Diluted weighted-average number of American Depositary Shares in issue and outstanding	22,088		22,161		22,072		22,177
Diluted earnings per American Depositary Share	$	(0.05)	$	0.01	$	(0.02)	$	0.08



*One American Depositary Share is the equivalent of 25 ordinary shares.

~~12.~~14. Segment information

The Company has 6six reportable segments, which are based on the geographical location of the 5five Regional Sales Offices (“RSOs”) and also includes the Central Services Organization (“CSO”). The RSOs provide fleet and mobile asset management solutions and predominantly generate external ~~revenues.~~revenue. CSO is the central services organization that wholesales products and services to RSOs who, in turn, interface with our end-customers, distributors and dealers. CSO is also responsible for the development of hardware and software platforms and provides common marketing, product management, technical and distribution support to each of the other reportable segments. CSO is a reportable segment because it produces discrete financial information which is reviewed by the chief operating decision maker (“CODM”) and has the ability to generate external ~~revenues.~~revenue.

The CODM has been identified as the Chief Executive Officer who makes strategic decisions for the Company. The performance of the reportable segments has been measured and evaluated by the CODM using Segment Adjusted EBITDA, which is a measure that uses income before income tax expense excluding the contingent consideration remeasurement, non-recurring transitional service agreement costs, strategic costs, acquisition-related costs, ~~net~~ interest ~~expense/~~expense, interest income, net foreign exchange gains/losses, net profit on sale of property, plant and equipment, restructuring costs, stock-based compensation costs, ~~impairment of long-lived assets,~~ depreciation, amortization, onerous contract costs, operating lease costs and corporate and consolidation

entries. Product development costs are capitalized and amortized and this amortization is excluded from Segment Adjusted EBITDA.

Segment assets are not disclosed because such information is not reviewed by the CODM.

The following tables provide revenue and Segment Adjusted EBITDA (in thousands):

Three Months Ended September 30, 2021
Subscription
revenue (1)
Hardware
and other
revenue (2)
Total revenue Segment Adjusted EBITDA
Regional Sales Offices
Africa $ 18,686 $ 1,596 $ 20,282 $ 8,874
Europe 3,413 1,337 4,750 1,682
Americas 3,444 468 3,912 33
Middle East and Australasia 4,207 1,750 5,957 2,665
Brazil 1,121 16 1,137 288
Total Regional Sales Offices 30,871 5,167 36,038 13,542
Central Services Organization 14 22 36 (2,457)
Total Segment Results $ 30,885 $ 5,189 $ 36,074 $ 11,085

1.~~Subscription revenue is recognized over time.~~

2.~~Hardware and other revenue is recognized at a point in time.~~


	Three Months Ended September 30, 2022
	Subscription revenue (1)		Hardware and other revenue (2)		Total revenue		Segment Adjusted EBITDA
Regional Sales Offices
Africa	$	18,073	$	1,413	$	19,486	$	7,528
Europe	3,019		510		3,529		1,099
Americas	4,281		473		4,754		945
Middle East and Australasia	3,983		1,889		5,872		2,149
Brazil	1,314		277		1,591		408
Total Regional Sales Offices	30,670		4,562		35,232		12,129
Central Services Organization	30		—		30		(2,692)
Total Segment Results	$	30,700	$	4,562	$	35,262	$	9,437

1.Subscription revenue is recognized over time.

2.Hardware and other revenue is recognized at a point in time.


		Six Months Ended September 30, 2021									Three Months Ended September 30, 2023
		Subscription revenue (1)		Hardware and other revenue (2)		Total revenue		Segment Adjusted EBITDA			Subscription revenue (1)		Hardware and other revenue (2)		Total revenue		Segment Adjusted EBITDA
Regional Sales Offices	Regional Sales Offices									Regional Sales Offices
Africa	Africa	$	37,397	$	2,811	$	40,208	$	17,778	Africa	$	18,823	$	1,330	$	20,153	$	8,631
Europe	Europe	6,786		2,598		9,384		3,433		Europe	3,078		652		3,730		1,388
Americas	Americas	7,067		663		7,730		572		Americas	4,614		440		5,054		549
Middle East and Australasia	Middle East and Australasia	8,556		2,855		11,411		5,208		Middle East and Australasia	4,243		2,316		6,559		2,948
Brazil	Brazil	2,141		48		2,189		605		Brazil	1,675		583		2,258		877
Total Regional Sales Offices	Total Regional Sales Offices	61,947		8,975		70,922		27,596		Total Regional Sales Offices	32,433		5,321		37,754		14,393
Central Services Organization	Central Services Organization	28		22		50		(5,044)		Central Services Organization	4		4		8		(2,355)
Total Segment Results	Total Segment Results	$	61,975	$	8,997	$	70,972	$	22,552	Total Segment Results	$	32,437	$	5,325	$	37,762	$	12,038

1.Subscription revenue is recognized over time.

2.Hardware and other revenue is recognized at a point in time.



	Six Months Ended September 30, 2022
	Subscription revenue (1)		Hardware and other revenue (2)		Total revenue		Segment Adjusted EBITDA
Regional Sales Offices
Africa	$	37,134	$	3,085	$	40,219	$	15,465
Europe	6,164		999		7,163		2,335
Americas	7,693		1,163		8,856		1,118
Middle East and Australasia	8,082		2,774		10,856		3,987
Brazil	2,549		637		3,186		843
Total Regional Sales Offices	61,622		8,658		70,280		23,748
Central Services Organization	41		—		41		(5,459)
Total Segment Results	$	61,663	$	8,658	$	70,321	$	18,289

1.Subscription revenue is recognized over time.

2.Hardware and other revenue is recognized at a point in time.



	Six Months Ended September 30, 2023
	Subscription revenue (1)		Hardware and other revenue (2)		Total revenue		Segment Adjusted EBITDA
Regional Sales Offices
Africa	$	37,198	$	2,485	$	39,683	$	17,147
Europe	6,170		1,009		7,179		2,526
Americas	9,441		725		10,166		1,082
Middle East and Australasia	8,396		4,123		12,519		5,536
Brazil	3,432		1,119		4,551		1,847
Total Regional Sales Offices	64,637		9,461		74,098		28,138
Central Services Organization	11		4		15		(4,817)
Total Segment Results	$	64,648	$	9,465	$	74,113	$	23,321

1.Subscription revenue is recognized over time.

2.Hardware and other revenue is recognized at a point in time.

A reconciliation of the segment results to income before income tax expense is disclosed below (in thousands):


		Three Months Ended September 30,				Six Months Ended September 30,					Three Months Ended September 30,				Six Months Ended September 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Segment Adjusted EBITDA	Segment Adjusted EBITDA	$	11,085	$	9,437	$	22,552	$	18,289	Segment Adjusted EBITDA	$	9,437	$	12,038	$	18,289	$	23,321
Corporate and consolidation entries	Corporate and consolidation entries	(2,474)		(2,778)		(4,850)		(4,952)		Corporate and consolidation entries	(2,778)		(2,933)		(4,952)		(4,912)
Operating lease costs (1)	Operating lease costs (1)	(373)		(301)		(780)		(635)		Operating lease costs (1)	(301)		(291)		(635)		(603)
Product development costs (2)	Product development costs (2)	(335)		(349)		(698)		(692)		Product development costs (2)	(349)		(351)		(692)		(683)
Onerous contract costs										Onerous contract costs	—		39		—		39
Depreciation and amortization	Depreciation and amortization	(3,668)		(3,450)		(7,347)		(7,196)		Depreciation and amortization	(3,450)		(4,758)		(7,196)		(8,770)
Impairment of long-lived assets		(28)		—		(28)		—

Stock-based compensation costs	Stock-based compensation costs	(330)		(243)		(694)		(51)		Stock-based compensation costs	(243)		(325)		(51)		(565)
Restructuring costs	Restructuring costs	(51)		—		(52)		—		Restructuring costs	—		(7)		—		(30)
Net profit on sale of property, plant and equipment	Net profit on sale of property, plant and equipment	43		—		43		33		Net profit on sale of property, plant and equipment	—		—		33		4
Net foreign exchange gains/(losses)	Net foreign exchange gains/(losses)	60		653		(16)		1,498		Net foreign exchange gains/(losses)	653		(123)		1,498		(853)
Net interest (expense)/income		(141)		(223)		(219)		264
Interest income										Interest income	138		198		888		467
Interest expense										Interest expense	(361)		(539)		(624)		(1,041)
Acquisition-related costs	Acquisition-related costs	—		(784)		—		(784)		Acquisition-related costs	(784)		—		(784)		—
Strategic costs (3)										Strategic costs (3)	—		(796)		—		(796)
Non-recurring transitional service agreement costs (4)										Non-recurring transitional service agreement costs (4)	—		(121)		—		(121)
Contingent consideration remeasurement										Contingent consideration remeasurement	—		514		—		538
Income before income tax expense	Income before income tax expense	$	3,788	$	1,962	$	7,911	$	5,774	Income before income tax expense	$	1,962	$	2,545	$	5,774	$	5,995

1.For the purposes of calculating Segment Adjusted EBITDA, operating lease expenses are excluded from the Segment Adjusted EBITDA. Therefore, in order to reconcile Segment Adjusted EBITDA to income before income tax expense, the total lease expense in respect of operating leases needs to be deducted.	1.For the purposes of calculating Segment Adjusted EBITDA, operating lease expenses are excluded from the Segment Adjusted EBITDA. Therefore, in order to reconcile Segment Adjusted EBITDA to income before income tax expense, the total lease expense in respect of operating leases needs to be deducted.									1.For the purposes of calculating Segment Adjusted EBITDA, operating lease expenses are excluded from the Segment Adjusted EBITDA. Therefore, in order to reconcile Segment Adjusted EBITDA to income before income tax expense, the total lease expense in respect of operating leases needs to be deducted.

2.For segment reporting purposes, product development costs, which do not meet the capitalization requirements under ASC 730 Research and Development or under ASC 985 Software, are capitalized and amortized. The amortization is excluded from Segment Adjusted EBITDA. In order to reconcile Segment Adjusted EBITDA to income before income tax expense, product development costs capitalized for segment reporting purposes need to be deducted.	2.For segment reporting purposes, product development costs, which do not meet the capitalization requirements under ASC 730 Research and Development or under ASC 985 Software, are capitalized and amortized. The amortization is excluded from Segment Adjusted EBITDA. In order to reconcile Segment Adjusted EBITDA to income before income tax expense, product development costs capitalized for segment reporting purposes need to be deducted.									2.For segment reporting purposes, product development costs, which do not meet the capitalization requirements under ASC 730 Research and Development or under ASC 985 Software, are capitalized and amortized. The amortization is excluded from Segment Adjusted EBITDA. In order to reconcile Segment Adjusted EBITDA to income before income tax expense, product development costs capitalized for segment reporting purposes need to be deducted.
3.Strategic costs relate to costs incurred in relation to the Powerfleet Transaction discussed in note 18 to the condensed consolidated financial statements.										3.Strategic costs relate to costs incurred in relation to the Powerfleet Transaction discussed in note 18 to the condensed consolidated financial statements.
4.Certain non-recurring costs related to the extension of the transitional service agreement in respect of the FSM business acquired from Trimble in September 2022 will be incurred on a temporary basis from September 2023 to December 2023 and have been excluded from Adjusted EBITDA.										4.Certain non-recurring costs related to the extension of the transitional service agreement in respect of the FSM business acquired from Trimble in September 2022 will be incurred on a temporary basis from September 2023 to December 2023 and have been excluded from Adjusted EBITDA.

No single customer accounted for 10% or more of the Company’s total revenue for the three months ended September 30, ~~2021~~2022 and ~~2022.~~2023. No single customer accounted for 10% or more of the Company’s accounts receivable as of March 31, ~~2022~~2023 or September 30, ~~2022.~~2023.

~~13.~~15. Stock-based compensation plan

The Company has issued equity-classified share incentives under the MiX Telematics Long-Term Incentive Plan (“LTIP”) to directors and certain key employees within the Company.

The LTIP provides for three types of grants to be issued, namely performance shares, restricted share units (“RSUs”) and stock appreciation rights (“SARs”).

As of September 30, ~~2022,~~2023, there were ~~34,965,000~~12,790,000 shares reserved for future issuance under the LTIP.

The total stock-based compensation expense recognized during the three months ended September 30, ~~2021~~2022 and ~~2022~~2023 was ~~$0.3~~$0.2 million and ~~$0.2~~$0.3 million, respectively. The total stock-based compensation expense recognized during the six months ended September 30, ~~2021~~2022 and ~~2022~~2023 was ~~$0.7~~$0.1 million and ~~$0.1~~$0.6 million, respectively.

Stock appreciation rights granted under the LTIP

The ~~noted decrease during~~following table summarizes the ~~six months ended~~activities for the outstanding SARs:


	Number of SARs	Weighted- Average Exercise Price in U.S. Cents*	Weighted Average Contractual Remaining Term (years)	Aggregate Intrinsic Values (in thousands)*
Outstanding as of April 1, 2023	35,800,000	37
Granted	10,600,000	27
Exercised	—	—

Forfeited	(825,000)	30
Outstanding as of September 30, 2023	45,575,000	33	4.1

Vested and expected to vest as of September 30, 2023	43,296,250	33	4.1	$	—
Vested as of September 30, 2023	—	—	—	$	—

As of September 30, ~~2022~~2023, there was $2.3 million of unrecognized compensation cost related to unvested SARs. This amount is ~~mainly~~expected to be recognized over a weighted-average period of 3.93 years.

*U.S. currency amounts are based on a ZAR:USD exchange rate of 18.8952 as ~~a result~~ of September 30, 2023.

Restricted share units granted under the ~~resignation~~LTIP

0.8 million RSUs were outstanding and unvested as of ~~the Group Chief Financial Officer~~April 1, 2023. 0.8 million RSUs vested and were settled during the first quarter of fiscal year 2024. There were no outstanding RSUs as at the end of the first and second quarters of fiscal year 2024.

The following table summarizes the Company’s unvested RSUs for the six months ended September 30, 2023:


	Number of RSUs	Weighted- Average Grant-Date Fair Value in U.S. Cents*
Unvested as of April 1, 2023	800,000	30


Settled	(800,000)	30

Unvested as of September 30, 2023	—	—

* The exercise price used to determine the grant date fair value is denominated in South African cents. U.S. currency amounts are based on a ZAR:USD exchange rate of 18.8952 as of September 30, 2023.

2122

~~Stock appreciation rights granted under the LTIP~~

~~The following table summarizes the activities for the outstanding SARs:~~

Number of SARs Weighted-
Average
Exercise Price in U.S. Cents* Weighted Average Contractual Remaining Term (years) Aggregate Intrinsic Values (in thousands)
Outstanding as of April 1, 2022 40,971,875 45
Granted — —
Exercised (121,875) 19
Forfeited (5,650,000) 42
Outstanding as of September 30, 2022 35,200,000 36 3.16
Vested and expected to vest as of September 30, 2022 34,118,750 36 3.13 895
Vested as of September 30, 2022 8,350,000 19 0.50 895

~~As of September 30, 2022, there~~ w~~as $1.5 million of unrecognized compensation cost related to unvested SARs. This amount is expected to be recognized over a weighted-average period of 3.7 years.~~

*U.S. currency amounts are based on a ZAR:USD exchange rate of R17.980 as of September 30, 2022.

~~Restricted share units granted under the LTIP~~

2 million RSUs were outstanding and unvested as of April 1, 2022. 1 million RSUs vested and were exercised during the first quarter of fiscal year 2023. 0.2 million RSUs were forfeited during the first quarter of fiscal year 2023, resulting in 0.8 million RSUs outstanding as of September 30, 2022. Management estimates forfeiture to be approximately 5%. The unrecognized compensation cost related to unvested RSUs as of September 30, 2022 was $0.1 million, which will be recognized over a weighted average period of 0.8 years, which is the same period as the weighted average remaining contractual term.

~~14.~~16. Debt

As of March 31, ~~2022 and September 30, 2022,~~2023 debt comprised bank overdrafts of ~~$5.6~~$15.3 million. As of September 30, 2023 debt comprised $16.2 million of bank overdrafts and ~~$12.0~~$0.7 million of book overdrafts, respectively.

Details of undrawn facilities are shown below:


		Interest rate	March 31, 2022		September 30, 2022			Interest rate	March 31, 2023		September 30, 2023
Undrawn borrowing facilities at floating rates include:	Undrawn borrowing facilities at floating rates include:						Undrawn borrowing facilities at floating rates include:
– Standard Bank Limited:
– Standard Bank:							– Standard Bank:
CFC Overdraft							CFC Overdraft	SA Prime* less 1.2%	$	1,180	$	774
Overdraft	Overdraft	SA Prime* less 1.2%	$	—	$	224	Overdraft	SA Prime* less 1.2%	—		—
Vehicle and asset finance	Vehicle and asset finance	SA Prime* less 1.2%	587		473		Vehicle and asset finance	SA Prime* less 1.2%	—		—
Working capital facility	Working capital facility	SA Prime* less 0.25%	544		1,390		Working capital facility	SA Prime* less 0.25%	—		—
– Nedbank Limited overdraft	– Nedbank Limited overdraft	SA Prime* less 2%	690		556		– Nedbank Limited overdraft	SA Prime* less 2%	264		529
– Investec Bank Limited Facility:	– Investec Bank Limited Facility:						– Investec Bank Limited Facility:
General committed banking facility	General committed banking facility	SA Prime* less 1.5%	—		10,812		General committed banking facility	SA Prime* less 1.5%	7,222		5,195
General uncommitted banking facility	General uncommitted banking facility	Negotiable (overnight or daily rates)	—		10,000		General uncommitted banking facility	Negotiable (overnight or daily rates)	10,000		10,000

			$	1,821	$	23,455			$	18,666	$	16,498

*South African prime interest rate

As of March 31, ~~2022~~2023 and September 30, ~~2022,~~2023, the South African prime interest rate was ~~7.75~~11.25% and ~~9.75%~~11.75% respectively. The Standard Bank ~~Limited~~ and Nedbank Limited (“Nedbank”) facilities have no fixed renewal date and are repayable on demand. The facility from Nedbank ~~Limited~~ is unsecured.

~~On June 29, 2022, the Company entered into a new credit facility agreement with~~The Investec Bank Limited (“Investec”) ~~for~~credit facilities are comprised of a 364-day renewable committed general credit facility of R350 million ~~($22~~(the equivalent of $19 million ~~at a USD/ZAR exchange rate~~as of ~~$1:ZAR 16.1546),~~September 30, 2023) (the “Committed Facility”) and an uncommitted general credit facility of $10 million (the “Uncommitted Facility”). As of September 30, ~~2022, $8.7~~2023, $13.3 million of the ~~facility~~Committed Facility was utilized. The Committed Facility is in the process of being renewed.

Under the Committed Facility, the Company will pay a commitment fee charged at 30bps on any undrawn portion of the Committed Facility (plus VAT on such amount), calculated monthly and payable, free of deduction, monthly in arrears on the first business day of each month. The Uncommitted Facility is repayable on demand by Investec and a fee of 10bps per annum shall be charged on any undrawn portion of the Uncommitted Facility (plus VAT on such amount), calculated monthly and payable, free of deduction, monthly in arrears on the seventh business day of each month.

The loans under the Committed Facility bear interest at South African prime interest rate less 1.5% per annum and the loans under the Uncommitted Facility bear interest at overnight or daily negotiable rates, in each case which such interest shall accrue on all amounts outstanding under the Committed Facility or the Uncommitted Facility, as the case may be, payable monthly in arrears on the first business day of each month, or as otherwise specified in the Credit Agreement. Investec shall advise the Company of any changes to the applicable interest rate.

On November 15, 2022, the Company concluded a second amendment to the credit agreement with Standard Bank, which entitles the Company to utilize a maximum amount of R70.0 million (the equivalent of $3.7 million as of September 30, 2023), in the form of a customer foreign currency account overdraft facility (the “CFC Overdraft Facility”). All other facilities under the facility letter with Standard Bank were replaced by the CFC Overdraft Facility. The CFC Overdraft Facility has no fixed renewal date and is repayable on demand. The CFC Overdraft Facility bears interest at the South African Prime interest rate less 1.2% per annum. As of September 30, 2023, $2.9 million of the CFC Overdraft Facility was utilized.

In November 2022, the Company also terminated the suretyship securing the Company’s indebtedness (among other parties) to Standard Bank and signed by the Company and its subsidiaries; MiX Telematics Africa Proprietary Limited (“MiX Telematics Africa”) and MiX Telematics International Proprietary Limited (“MiX Telematics International”). A new suretyship agreement was entered into providing that the Company and only one subsidiary being MiX Telematics International, binds themselves as

surety(ies) and co-principal debtor(s) for the payment, when due, of all the present and future debts of any kind of the Company and MiX Telematics International to Standard Bank. The security release letter also provided that Standard Bank’s claims to any security furnished by the Company and its subsidiaries under the original suretyship agreement were released upon signature of the new suretyship agreement.

~~15.~~17. Contingencies

Service agreement

In terms of an amended network services agreement with Mobile Telephone Networks Proprietary Limited (“MTN”), MTN is entitled to claw back payments from MiX Telematics Africa, ~~Proprietary Limited,~~ a subsidiary of the Company, in the event of early cancellation of the agreement or certain base connections not being maintained over the term of the agreement. No connection incentives will be received in terms of the amended network services agreement. The maximum potential liability under the arrangement as of March 31, ~~2022~~2023 and September 30, ~~2022~~2023 was ~~$1.7~~$1.1 million and $~~1.3~~1.0 million, respectively. No loss is considered probable under this arrangement.

Competition Commission of South Africa matter

On April 15, 2019 the Competition Commission of South Africa (“Commission”) referred a matter to the Competition Tribunal of South Africa (“Tribunal”). The Commission contends that the Company and a number of its channel partners have engaged in market division. Should the Tribunal rule against MiX Telematics, the Company may be liable for an administrative penalty in terms of the Competition Act, No. 89 of 1998. The Company cooperated fully with the Commission during its preliminary investigation.

The ~~Commission’s lawyer recently approached~~Tribunal has since set the ~~Tribunal~~matter for hearing from June 24 to ~~secure a pre-hearing date. The pre-hearing will be used~~July 2, 2024. Leading up to set a timetable for the further process towards a hearing in due course. The parties expect the pre-hearing (once held) to result in dates for a hearing being established (along with a timeline for the production of documentsthat date various intermediary steps such as ~~the Commission’s investigative record,~~ discovery, ~~exchange~~filing of ~~factual~~ witness statements ~~etc.). The Tribunal has not yet reverted on the pre-hearing date.~~and trial bundle exchanges will take place.

We cannot predict the timing of a resolution or the ultimate outcome of the ~~matter; however, management, with~~matter. However, the ~~input of~~Company and its external legal advisers ~~continues~~continue to believe that we have consistently adhered to all applicable laws and regulations and that the referral from the Commission is without merit. As of September 30, ~~2022,~~2023, no intermediary steps have taken place, and we have not made any provisions for this matter as an estimate of the possible loss or range of loss could not be made, and we do not believe that an outflow of economic resources is probable.

~~16.~~18. Subsequent events

Other than the ~~item~~items below, the directors are not aware of any matter material or otherwise arising since September 30, ~~2022~~2023 and up to the date of this report, not otherwise dealt with herein.

Dividend declared

The Board of Directors declared, in respect of the three months ended September 30, ~~2022,~~2023, a dividend of 44.50000 South African cents per ordinary share and 11.12500 South African Rand per ~~ADS,~~American Depositary Share (“ADS”), which will be paid on December ~~1, 2022~~14, 2023 to ADS holders on record as of the close of business on ~~November 18, 2022.~~December 1, 2023.

Business combination

As previously disclosed in a Current Report on Form 8-K on October 10, 2023, the Company entered into an agreement with PowerFleet, Inc. (“Powerfleet”) and Main Street 2000 Proprietary Limited, a wholly owned subsidiary of Powerfleet (“Powerfleet Sub”), whereby Powerfleet Sub will acquire all of the issued ordinary shares of the Company, including the ordinary shares represented by the Company’s ADSs and the Company will become an indirect, wholly owned subsidiary of Powerfleet (the “Powerfleet Transaction”). Upon completion of the transaction, the Company’s ordinary shares will be delisted from the Johannesburg Stock Exchange and the Company’s ADSs will be delisted from the New York Stock Exchange.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements regarding our position to execute on our growth strategy, and our ability to expand our leadership position. These forward-looking statements include, but are not limited to, the Company’s beliefs, plans, goals, objectives, expectations, assumptions, estimates, intentions, future performance, other statements that are not historical facts and statements identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates” or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in, or suggested by, these forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved.

Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of known and unknown risks and uncertainties, some of which are beyond our control.

We believe that these risks and uncertainties include, but are not limited to, those described ~~in Part II, Item 1A.~~the section entitled “Risk Factors”. and forward-looking statements in the Company’s most recent Annual Report on Form 10-K and, with respect to the proposed Powerfleet transaction, the joint proxy statement/prospectus on Form S-4 to be filed with the U.S. Securities and Exchange Commission. These risk factors should not be considered as an exhaustive list and should be read in conjunction with the other cautionary statements and information in this report.

WeThe forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof and we assume no obligation to update any forward-looking statements contained ~~in this Quarterly Report on Form 10-Q~~herein and expressly disclaim any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes included in Item 1 of this Quarterly Report on Form 10-Q.

This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our future results may vary materially from those indicated as a result of the risks that affect our business, including, among others, those identified in “Forward-Looking Statements” and Part II “Item 1A. Risk Factors”.

Overview

We are a leading global provider of connected fleet and mobile asset solutions delivered as ~~SaaS.~~Software-as-as-Service (“SaaS”). Our solutions deliver a measurable return by enabling our customers to manage, optimize and protect their investments in commercial fleets or personal vehicles. We generate actionable insights that enable a wide range of customers, from large enterprise fleets to small fleet operators and consumers, to reduce fuel and other operating costs, improve efficiency, enhance regulatory compliance, enhance driver safety, manage risk and mitigate theft. Our solutions mostly rely on our proprietary, highly scalable technology platforms, which allow us to collect, analyze and deliver information based on data from our customers’ vehicles. Using an intuitive, web-based interface, dashboards or mobile applications, our fleet customers can access large volumes of real-time and historical data, monitor the location and status of their drivers and vehicles and analyze a wide number of key metrics across their fleet operations.

We were founded in 1996 and we have offices in South Africa, the United Kingdom, the United States, Uganda, Brazil, Australia, Romania, ~~and the~~ United Arab Emirates, Mexico and India as well as a network of more than 130 fleet ~~valued-added~~value-added resellers worldwide. MiX Telematics’ ordinary shares are publicly traded on the Johannesburg Stock Exchange (JSE: MIX) and MiX Telematics’ American Depositary Shares (“ADS”) are listed on the New York Stock Exchange (NYSE: MIXT).

We derive the majority of our ~~revenues~~revenue from subscriptions to our fleet and mobile asset management solutions. Our subscriptions generally include access to our SaaS solutions, connectivity, and in many cases, use of an in-vehicle device. We also generate ~~revenues~~revenue from the sale of in-vehicle devices, which enable customers to use our subscription-based solutions, installation services of our in-vehicle-devices and driver training for fleet customers. We generate sales through the efforts of our direct sales teams, staffed in our regional sales offices, and through our global network of distributors and dealers. Our direct sales teams focus on marketing our fleet solutions to global and multinational enterprise accounts and to other ~~large~~ customer accounts located in regions of the world where we maintain a direct sales presence. Our direct sales teams have industry expertise across multiple industries, including oil and gas, transportation and logistics, government and municipal, bus and coach, rental and leasing, and utilities. In some markets, we rely on a network of distributors and dealers to sell our solutions on our behalf. Our distributors and dealers also install our in-vehicle devices and provide training, technical support and ongoing maintenance for the customers they support.

Recent Developments

~~MiX Telematics North America, one~~As previously disclosed in a Current Report on Form 8-K on October 10, 2023, we entered into an Implementation Agreement (the “Agreement”), by and among us, PowerFleet, Inc., a Delaware corporation, and Main Street 2000 Proprietary Limited, a private company incorporated in the Republic of South Africa and a wholly owned subsidiary of Powerfleet (“Powerfleet Sub”), pursuant to which, subject to the terms and conditions thereof, Powerfleet Sub will acquire all of our ~~wholly-owned subsidiaries, acquired Trimble’s Field Service Management business (“FSM”~~issued ordinary shares, including the ordinary shares represented by our ADSs, through the implementation of a scheme of arrangement (the “Scheme”) in ~~North America on September 2, 2022~~accordance with Sections 114 and 115 of the South African Companies Act, No. 71 of 2008, in exchange for shares of common stock, par value $0.01 per share, of Powerfleet (the ~~“FSM Acquisition”~~“Powerfleet Common Stock”). As a result of the transactions, including the Scheme, contemplated by the Agreement (the “Powerfleet Transaction”), we will become an indirect, wholly owned subsidiary of Powerfleet.

~~FSM’s North American operations include~~The implementation of the ~~sale and support~~Scheme will result in the delisting of telemetry and video solutions that enable back-office monitoring and visualization for fleet services management in a number of industries. The FSM Acquisition presents us with an opportunity to increase our ~~scale in North America and to further diversify our North America business by expanding our presence in market verticals such as construction and last mile logistics.~~

~~All existing FSM subscription contracts~~ordinary shares from the Johannesburg Stock Exchange (the “JSE”) and the ~~related revenue streams were acquired by MiX Telematics North America.~~

delisting of our ADSs from the New York Stock Exchange. The ~~purchase consideration for the FSM comprised of the following:~~

•~~An upfront cash payment of $3.7 million~~Powerfleet Common Stock will continue to be listed on The Nasdaq Global Market and will additionally be listed on the ~~Closing Date, based on an upfront fee~~JSE by way of $300 per subscription contract where the FSM customer has purchased or agreed to purchase 4G hardware as of the day immediately prior to the Closing Date and where the contractual term expires on or after the 18-month anniversary of the Closing Date.a secondary inward listing.

•~~Additional payments~~The Powerfleet Transaction is expected to ~~be made in respect of the renewal of existing subscriptions as well as for new subscriptions entered into by customers (that were customers on the Closing Date) with MiX Telematics North America. Depending on the hardware requirements of these customers and specific contract terms, Trimble will be paid~~ between $200 and $300 per subscription contract. The additional payments will be made approximately every three months, ending on March 2, 2024, and have been treated as contingent consideration. The initial fair value of the contingent consideration of ~~$4.1 million~~ ~~was included~~ close in the ~~purchase price for purposes~~first quarter of ~~calculating goodwill~~calendar year 2024, subject to satisfaction of customary closing conditions including, but not limited to, approval from our shareholders and ~~reflects an expectation of approximately a 75% retention rate. The estimated total consideration for additional payments should not exceed $6.4 million which assumes a 100% conversion rate, which we believe is unlikely.~~approval from Powerfleet’s stockholders.

Inflation Risk

We believe that inflation may have a material effect on our business, financial condition or results of operations in the current fiscal year. Current economic projections remain uncertain as a result of the sudden and sharp surge in global inflation mainly as a result of global supply chain constraints, rising ~~fuel~~energy and commodity prices, global politics, ~~sanctions~~fiscal and monetary policies and the impact thereof on global trade. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset these higher costs through price increases. Our inability to do so could harm our business, financial condition and results of operations. Refer to Part II Item 1A. “Risk Factors” for further information regarding inflation risk.

Key Financial Measures and Operating Metrics

In addition to financial measures based on our consolidated financial statements, we monitor our business operations using various financial and non-financial metrics.

Subscription Revenue

Subscription revenue represents subscription fees for our solutions, which include the use of our SaaS fleet management solutions, connectivity, and in many cases, our in-vehicle devices. Our subscription revenue is driven primarily by the number of subscribers and the monthly price per subscriber, which varies depending on the services and features customers require, hardware options, customer size and geographic location.

In the first half of fiscal year ~~2023,~~2024, subscription revenue has ~~increased~~decreased as a percentage of total revenue due to aan ~~decrease~~increase in hardware and other revenue. In the three months ended September 30, ~~2021~~2022 and ~~2022,~~2023, subscription revenue represented ~~85.6%~~87.1% and ~~87.1%~~85.9%, respectively, of our total revenue. In the six months ended September 30, ~~2021~~2022 and ~~2022,~~2023, subscription revenue represented ~~87.3%~~87.7% and ~~87.7%~~87.2%, respectively, of our total revenue.

Subscribers

Subscribers represent the total number of discrete services we provide to customers at the end of the period.

As of September 30,
2021 2022
Subscribers 770,159 914,629


	As of September 30,
	2022	2023
Subscribers	914,629	1,089,761

During the second quarter of fiscal year 2024, our subscriber base increased by a net 47,400 subscribers, compared to the net growth of 76,300 subscribers during the second quarter of fiscal year 2023 when 38,000 subscribers were added by MiX Telematics North America as a result of the ~~FSM Acquisition~~acquisition of Trimble Inc.’s Field Service Management (“FSM”) business in North America during September ~~2022.~~

2022 (the “FSM Acquisition”).
The growth during the second quarter of fiscal year 2024 was mainly due to asset tracking and light fleet subscribers in the Africa segment. The subscriber balance at September 30, 2023 includes net 30,000 subscribers added by MiX Telematics North America, from the FSM business acquired during fiscal year 2023.

Basis of Presentation and Key Components of Our Results of Operations

We manage our business in six segments which include Africa, Americas, Brazil, Europe and the Middle East and Australasia (our regional sales offices (“RSOs”)), and our central services organization (“CSO”). CSO is the central services organization that wholesales products and services to RSOs which, in turn, interface with our end-customers, distributors and dealers. CSO is also responsible for the development of hardware and software platforms and provides common marketing, product management, technical and distribution support to each of the other reportable segments.

CSO is a reportable segment because it produces discrete financial information which is reviewed by the chief operating decision maker (“CODM”) and has the ability to generate external ~~revenues.~~revenue.

The CODM has been identified as the Chief Executive Officer who makes strategic decisions. The performance of the reportable segments has been measured and evaluated by the CODM using Segment Adjusted EBITDA, which is a measure that uses income before income tax expense excluding the contingent consideration remeasurement, non-recurring transitional service agreement costs, strategic costs, acquisition-related costs, ~~net~~ interest ~~expense/~~expense, interest income, net foreign exchange gains/losses, net profit on sale of property, plant and equipment, restructuring costs, stock-based compensation costs, ~~impairment of long-lived assets,~~ depreciation, amortization, onerous contract costs, operating lease costs and corporate and consolidation entries. Product development costs are capitalized and amortized, and this amortization is excluded from Segment Adjusted EBITDA.

In determining Segment Adjusted EBITDA, the margin generated by CSO, net of any unrealized intercompany profit, is allocated to the geographic region where the external revenue is recorded by our RSOs. The costs remaining in CSO relate mainly to research and development of hardware and software platforms, common marketing, product management and technical and distribution support to each of the RSOs.

Each RSO’s results reflect the external revenue earned, as well as the Segment Adjusted EBITDA earned (or loss incurred) before the remaining CSO and corporate costs allocations. Segment assets are not disclosed because such information is not reviewed by the CODM.

Revenue

The majority of our revenue is subscription-based. Consequently, growth in subscribers influences our subscription revenue growth. However, other factors, including, but not limited to, the types of new subscribers we add and the timing of entry into subscription contracts also play a significant role. The price and terms of our customer subscription contracts vary based on many factors, including fleet size, hardware options, geographic region and distribution channel. In addition, we derive revenue from the sale of in-vehicle devices, which are used to collect, generate and transmit the data used to enable our SaaS solutions.

Our customer contracts typically have a three-to-five-year initial term. Following the initial term, most fleet customers elect to renew for fixed terms ranging from one to five years. Our third-party dealers are typically billed monthly based on active connections. Some of our customer agreements, including our consumer subscriptions, provide for automatic monthly or yearly renewals unless the customer elects not to renew its subscription. Our consumer customer contracts in South Africa are governed by the Consumer Protection Act, which allows customers to cancel without paying the full balance of the contract amount. Our fleet contracts and our customer contracts outside of South Africa are generally non-cancellable.

Cost of Revenue and Gross Margin

Cost of revenue associated with our subscription revenue consists primarily of costs related to cellular communications, infrastructure hosting, third-party data providers, service contract maintenance costs, commission expense related to third party dealers or distributors (commission is capitalized and amortized, on a straight-line basis, unless the amortization period is 12 months or less) and depreciation of our capitalized installed in-vehicle devices. Cost of sales associated with our hardware revenue includes the cost of the in-vehicle devices, cost of hardware warranty, shipping costs, custom duties, and commission expense related to third-party dealers or distributors. We capitalize the cost of in-vehicle devices utilized to service customers, for customers selecting our bundled option, and we depreciate these costs from the date of installation over their expected useful lives.

We expect that cost of revenue as a percentage of revenue will vary from period to period depending on our revenue mix, including the proportion of our revenue attributable to our subscription-based services. Subscription revenue generates a higher gross profit margin than hardware and other revenue. The majority of the other components of our cost of revenue are variable and are affected by the number of subscribers, the composition of our subscriber base, and the number of new subscriptions sold in the period.

Operating Expenses

Sales and Marketing

Sales and marketing expenses consist primarily of salaries and wages to sales and marketing employees, commissions paid to employees, travel-related expenses, and advertising and promotional costs. We pay our sales employees commissions based on achieving subscription targets and we capitalize commission and amortize it over the expected life of the contract taking account of expected extensions/renewals (unless the amortization period is 12 months or less). Commission capitalized that is attributable to hardware or installation is amortized in full at the time the related hardware, or installation, revenue is recognized. Advertising costs consist primarily of costs for print, radio, television and digital advertising, search engine optimization, promotions, public relations, customer events, tradeshows and sponsorships. We expense advertising costs as incurred. We plan to continue to invest in sales and marketing in order to grow our sales and build brand and category awareness.

Administration and Other Charges

Administration and other charges consist primarily of salaries and wages for administrative staff, travel costs, professional fees (including audit and legal fees), real estate leasing costs, expensed research and development costs and depreciation of fixed assets including vehicles and office equipment and amortization of intangible assets. We expect that administration and other charges will increase in absolute terms as we continue to grow our business.

Research and Development

For additional disclosures in respect of research and development, technology and intellectual property please refer to “Item 1. Business” in our Annual Report on Form 10-K for the year ended March 31, ~~2022,~~2023, which we filed with the ~~U.S. Securities and Exchange Commission (“SEC”)~~SEC on June ~~14, 2022.~~22, 2023.

Taxes

During the three months ended September 30, ~~2021~~2022 and ~~2022,~~2023, our effective tax rates were ~~65.7%~~161.5% and ~~161.5%~~90.2%, ~~respectively,~~ and during the six months ended September 30, ~~2021~~2022 and ~~2022,~~2023, our effective tax rates were ~~38.9%~~109.1% and ~~109.1%~~69.0%, respectively, compared to a South African statutory rate of 27% (2023: 28%). Taxation mainly consists of normal statutory income tax paid or payable and deferred tax on any temporary differences.

Our effective tax rate may vary primarily according to the mix of profits made in various jurisdictions and the impact of certain non-deductible/non-taxable foreign exchange movements, net of tax. ~~Further information on this is disclosed in Note 10. Income Taxes contained in~~Refer to the ~~“Notes to Condensed Consolidated~~Non-GAAP Financial ~~Statements” included in Part I~~Information section for the reconciliation of ~~this Quarterly Report on Form 10-Q.~~ adjusted effective tax rate. As a result, significant variances in future periods may occur.

Results of Operations

The following table sets forth certain consolidated statements of income data:


	Three Months Ended September 30,						Six Months Ended September 30,
	2022			2023			2022			2023

	(In thousands)



Total revenue	$	35,262		$	37,762		$	70,321		$	74,113
Total cost of revenue	13,160			14,486			26,486			27,724
Gross profit	22,102			23,276			43,835			46,389
Sales and marketing	4,053			3,469			8,385			6,975
Administration and other	16,572			17,330			31,547			32,545
Income from operations	1,477			2,477			3,903			6,869
Other income/(expense)	708			409			1,607			(300)
Interest income	138			198			888			467
Interest expense	361			539			624			1,041
Income tax expense	3,168			2,296			6,302			4,138
Net (loss)/income	(1,206)			249			(528)			1,857

Less: Net income attributable to non-controlling interest	—			—			—			—
Net (loss)/income attributable to MiX Telematics Limited	$	(1,206)		$	249		$	(528)		$	1,857

The following table sets forth, as a percentage of revenue, consolidated statements of income data:

	Three Months Ended September 30,						Six Months Ended September 30,
	2022			2023			2022			2023
	(Percentage)
Total revenue	100.0		%	100.0		%	100.0		%	100.0		%
Total cost of revenue	37.3			38.4			37.7			37.4
Gross profit	62.7			61.6			62.3			62.6
Sales and marketing	11.5			9.2			11.9			9.4
Administration and other	47.0			45.9			44.9			43.9
Income from operations	4.2			6.6			5.6			9.3
Other income/(expense)	2.0			1.1			2.3			(0.4)
Interest income	0.4			0.5			1.3			0.6
Interest expense	1.0			1.4			0.9			1.4
Income tax expense	9.0			6.1			9.0			5.6
Net (loss)/income	(3.4)			0.7			(0.8)			2.5

Less: Net income attributable to non-controlling interest	—			—			—			—
Net (loss)/income attributable to MiX Telematics Limited	(3.4)			0.7			(0.8)			2.5

Results of Operations for the Three Months Ended September 30, 2022 and 2023

Revenue


	Three Months Ended September 30,
	2022		2023		% Change		% Change at constant currency
	(In thousands, except for percentages)
Subscription revenue	$	30,700	$	32,437	5.7	%	10.4	%
Hardware and other revenue	4,562		5,325		16.7	%	18.9	%
	$	35,262	$	37,762	7.1	%	11.5	%

Our total revenue increased by $2.5 million, or 7.1%, from the second quarter of fiscal year 2023. The principal factors affecting our revenue growth included:

•Subscription revenue increased by 5.7% to $32.4 million, compared to $30.7 million for the second quarter of fiscal year 2023. The FSM business acquired on September 2, 2022 contributed $1.9 million to the subscription revenue for the second quarter of fiscal year 2024, compared to $0.9 million for the second quarter of fiscal year 2023. Subscription revenue represented 85.9% of total revenue during the second quarter of fiscal year 2024. Subscription revenue increased by 10.4% on a constant currency basis, year over year, of which 2.9% is attributable to the FSM Acquisition. During the second quarter of fiscal year 2024, our subscriber base grew by a net 47,400 subscribers, or 4.5%, to over 1,089,000 subscribers at September 30, 2023, compared to the net growth of 76,300 subscribers during the second quarter of fiscal year 2023 when 38,000 subscribers were added by MiX Telematics North America as a result of the FSM Acquisition during September 2022. The growth during the second quarter of fiscal year 2024 was mainly due to the Africa segment.

The majority of our total revenue and subscription revenue are derived from currencies other than the U.S. Dollar. Accordingly, the strengthening of the U.S. Dollar against these currencies (in particular against the South African Rand), has negatively impacted our revenue and subscription revenue reported in U.S. Dollars. Compared to the second quarter of fiscal year 2023, the South African Rand weakened by 10% against the U.S. Dollar. The Rand/U.S. Dollar exchange rate averaged R18.65 in the second quarter of fiscal year 2024 compared to an average of R17.01 during the second quarter of fiscal year 2023. The impact of translating foreign currencies to U.S. Dollars at the average exchange rates during the second quarter of fiscal year 2024 led to a 4.7% decrease in reported U.S. Dollar subscription revenue.

•Hardware and other revenue was $5.3 million, an increase of 16.7%, compared to $4.6 million for the second quarter of fiscal year 2023. Hardware and other revenue increased by 18.9% on a constant currency basis, year over year.

The impact of translating foreign currencies to U.S. Dollars at the average exchange rates during the second quarter of fiscal year 2024 led to a 4.4% decrease in reported U.S. Dollar total revenue.

~~Results of Operations~~

3031

~~The following~~A breakdown of third-party revenue by segment is shown in the table ~~sets forth certain consolidated statements of income/(loss) data:~~below:

Three Months Ended September 30, Six Months Ended September 30,
2021 2022 2021 2022
(In thousands)
Total revenue $ 36,074 $ 35,262 $ 70,972 $ 70,321
Total cost of revenue 13,106 13,160 25,149 26,486
Gross profit 22,968 22,102 45,823 43,835
Sales and marketing 3,872 4,053 7,384 8,385
Administration and other 15,366 16,572 30,373 31,547
Income from operations 3,730 1,477 8,066 3,903
Other income 199 708 64 1,607
Net interest (expense)/income (141) (223) (219) 264
Income tax expense 2,489 3,168 3,081 6,302
Net income/(loss) 1,299 (1,206) 4,830 (528)
Less: Net income attributable to non-controlling interest — — — —
Net income/(loss) attributable to MiX Telematics Limited
$ 1,299 $ (1,206) $ 4,830 $ (528)
The following table sets forth, as a percentage of revenue, consolidated statements of income/(loss) data:
Three Months Ended September 30, Six Months Ended September 30,
2021 2022 2021 2022
(Percentage)
Total revenue 100.0% 100.0% 100.0 % 100.0 %
Total cost of revenue 36.3 37.3 35.4 37.7
Gross profit 63.7 62.7 64.6 62.3
Sales and marketing 10.7 11.5 10.4 11.9
Administration and other 42.6 47.0 42.8 44.9
Income from operations 10.3 4.2 11.4 5.6
Other income 0.6 2.0 0.1 2.3
Net interest (expense)/income (0.4) (0.6) (0.3) 0.4
Income tax benefit/(expense) 6.9 9.0 4.3 9.0
Net income/(loss) 3.6 (3.4) 6.8 (0.8)
Less: Net income attributable to non-controlling interest — — — —
Net income/(loss) attributable to MiX Telematics Limited
3.6 (3.4) 6.8 (0.8)


	Three Months Ended September 30,
	2022		2023		2022		2023		2022		2023
	(In thousands)
	Total Revenue				Subscription Revenue				Hardware and Other Revenue
Africa	$	19,486	$	20,153	$	18,073	$	18,823	$	1,413	$	1,330
Americas	4,754		5,054		4,281		4,614		473		440
Europe	3,529		3,730		3,019		3,078		510		652
Middle East and Australasia	5,872		6,559		3,983		4,243		1,889		2,316
Brazil	1,591		2,258		1,314		1,675		277		583
CSO	30		8		30		4		—		4
Total	$	35,262	$	37,762	$	30,700	$	32,437	$	4,562	$	5,325

~~Results of Operations for~~In the ~~Three Months Ended September 30, 2021 and 2022~~

Africa segme

~~Revenue~~
Three Months Ended September 30,
2021 2022 % Change % Change at constant currency
(In thousands, except for percentages)
Subscription revenue $ 30,885 $ 30,700 (0.6) % 10.1 %
Hardware and other revenue 5,189 4,562 (12.1) % (1.7) %
$ 36,074 $ 35,262 (2.3) % 8.4 %

~~Our total~~nt, subscription revenue ~~decreased~~increased by $0.8 million, or ~~2.3%~~4.1%. On a constant currency basis, the increase in subscription revenue was 13.3%, fras a result of a 26om.9% increase in subscribers since October 1, 2022. Hardware and other revenue decreased by 5.9%. Total revenue increased by $0.7 million, or 3.4%. Total revenue increased by 12.4% on a constant currency basis.

In the Americas segment, subscription revenue increased by $0.3 million, or 7.8%. The Field Service Management business acquired on September 2, 2022 contributed $1.9 million to the subscription revenue for the second quarter of fiscal year ~~2022. The principal factors affecting our revenue decline included:~~

•~~Subscription revenues~~ ~~decreased by~~ ~~0.6%~~ to ~~$30.7~~ ~~million,~~2024, compared to ~~$30.9~~$0.9 million for the second quarter of fiscal year 2023. Hardware and other revenue decreased by 7.0%. Total revenue increased by $0.3 million, or 6.3%.

In the Europe segment, subscription revenue increased by $0.1 million, or 2.0%. On a constant currency basis, subscription revenue decreased by 3.9%. Subscribers decreased by 4.2% since October 1, 2022. Hardware and other revenue increased by $0.1 million or 27.8%. Total revenue increased by $0.2 million, or 5.7%. Total revenue decreased by 0.3% on a constant currency basis.

In the Middle East and Australasia segment, subscription revenue increased by $0.3 million, or 6.5%. On a constant currency basis, subscription revenue increased by 9.2%, as a result of an 8.5% increase in subscribers since October 1, 2022. Hardware and other revenue increased by $0.4 million, or 22.6%. Total revenue increased by $0.7 million, or 11.7%. Total revenue in constant currency increased by 15.1%.

In the Brazil segment, subscription revenue increased by $0.4 million, or 27.5%. On a constant currency basis, subscription revenue increased by 19.0%. Subscribers increased by 16.6% since October 1, 2022. Hardware and other revenue increased by $0.3 million or 110.5%. Total revenue increased by $0.7 million, or 41.9%. On a constant currency basis, total revenue increased by 32.1%.

Cost of Revenue and Gross Margin


	Three Months Ended September 30,
	2022		2023
	(In thousands, except for percentages)




Cost of revenue - subscription	$	9,852	$	11,218
Cost of revenue - hardware and other	3,308		3,268

Gross profit	$	22,102	$	23,276
Gross profit margin	62.7%		61.6%
Gross profit margin - subscription	67.9%		65.4%
Gross profit margin - hardware and other	27.5%		38.6%

Compared to an increase in total revenue of $2.5 million, or 7.1%, cost of revenue increased by $1.3 million, or 10.1%, from the second quarter of fiscal year 2023. This resulted in a lower gross profit margin of 61.6% in the second quarter of fiscal year 2024 compared to 62.7% in the second quarter of fiscal year 2023.

Subscription ~~revenues represented 87.1%~~revenue, which generates a higher gross profit margin than hardware and other revenue, contributed 85.9% of total ~~revenues~~revenue in the second quarter of fiscal year 2024 compared to 87.1% in the second quarter of fiscal year 2023. The subscription revenue margin during the second quarter of fiscal year 2024 was 65.4%, compared to 67.9% for the second quarter of fiscal year 2023 and declined primarily due to higher in-vehicle device depreciation charged to the Condensed Consolidated Statements of Income in the current quarter.

During the second quarter of fiscal year 2024, hardware and other margins were higher than in the second quarter of fiscal year 2023, mainly due to the geographical sales mix and the distribution channels.

Sales and Marketing


	Three Months Ended September 30,
	2022			2023
	(In thousands, except for percentages)



Sales and marketing	$	4,053		$	3,469
As a percentage of revenue	11.5		%	9.2		%

Sales and marketing costs decreased by $0.6 million, or 14.4%, from the second quarter of fiscal year 2023 to the second quarter of fiscal year 2024 against a 7.1% increase in total revenue. The decrease in the second quarter of fiscal year 2024 was primarily as a result of decreases of $0.1 million in advertising costs, $0.4 million in employee costs and $0.1 million in travel costs.

In the second quarter of fiscal year 2024, sales and marketing costs represented 9.2% of revenue compared to 11.5% of revenue in the second quarter of fiscal year 2023. ~~Subscription revenu~~

Administration and Other Expenses


	Three Months Ended September 30,
	2022			2023
	(In thousands, except for percentages)



Administration and other	$	16,572		$	17,330
As a percentage of revenue	47.0		%	45.9		%

Administration and other expenses increased by $0.8 million, or 4.6%, from bthe second quarter of fiscal year 2023 to the second quarter of fiscal year 2024.

~~y 10.1%~~Administration and other expenses in the second quarter of fiscal year 2024 included $0.8 million in strategic costs related to the Powerfleet Transaction discussed in the Recent Developments section above.

Taxation


	Three Months Ended September 30,
	2022			2023
	(In thousands, except for percentages)


Income tax expense	$	3,168		$	2,296
Effective tax rate	161.5		%	90.2		%

Taxation expense decreased by $0.9 million. During the second quarter of fiscal year 2024, net income included a net foreign exchange loss of $0.1 million before tax and a $0.1 million charge from the income tax effect of net foreign exchange losses (which includes a $0.2 million deferred tax charge on a ~~constant currency basis, year over year.~~U.S. Dollar intercompany loan between MiX Telematics and MiX Telematics Investments Proprietary Limited (“MiX Investments”), one of our wholly-owned subsidiaries, offset by a ~~3% of this increase is attributable to the FSM business acquisition.~~$0.1 million deferred tax credit on other foreign exchange losses). During the second quarter of fiscal year 2023, net loss included a net foreign exchange gain of $0.7 million before tax and a $2.0 million charge from the income tax effect of net

foreign exchange gains (which includes a $1.8 million deferred tax charge on a U.S. Dollar intercompany loan between MiX Telematics and MiX Investments and a $0.2 million deferred tax charge on other foreign exchange gains).

Adjusted effective tax rate, a non-GAAP measure which excludes the impact of net foreign exchange gains and losses, restructuring costs, acquisition-related costs, strategic costs, non-recurring transitional service agreement costs and contingent consideration remeasurement, net of tax is the tax rate used in determining adjusted net income. Adjusted effective tax rate was 71.3% in the second quarter of fiscal year 2024 as compared to 63.4% in the second quarter of fiscal year 2023. Refer to the Non-GAAP Financial Information section for the reconciliation of adjusted effective tax rate.

Results of Operations for the Six Months Ended September 30, 2022 and 2023

Revenue


	Six Months Ended September 30,
	2022		2023		% Change		% Change at constant currency
	(In thousands, except for percentages)
Subscription revenue	$	61,663	$	64,648	4.8	%	13.0	%
Hardware and other revenue	8,658		9,465		9.3	%	13.8	%
	$	70,321	$	74,113	5.4	%	13.1	%

Our total revenue increased by $3.8 million, or 5.4%, from the first half of fiscal year 2023. The principal factors affecting our revenue increase included:

•Subscription revenues increased by 4.8% to $64.6 million, compared to $61.7 million for the first half of fiscal year 2023. The FSM business acquired on September 2, 2022 contributed $4.0 million to the subscription revenue for the first half of fiscal year 2024, compared to $0.9 million for the first half of fiscal year 2023.Subscription revenues represented 87.2% of total revenues during the first half of fiscal year 2024. Subscription revenues increased by 13.0% on a constant currency basis, year over year. From March 31, 2023 to September 30, 2023, our subscriber base grew by a net 76~~,300~~87,900 subscribers ~~or 9.1%~~ to ~~914,600~~over 1,089,000 subscribers at September 30, 2023,~~, 2022,~~ compared to the net growth of ~~16,700~~99,500 subscribers during the ~~second quarter~~ first half of fiscal year ~~2022. The group reported record organic net subscriber growth~~2023, of ~~38,300 subscribers with contributions across all solution categories.~~which 38,000 subscribers were ~~added by MiX Telematics North America Inc. from~~attributable to the ~~acquired~~ FSM ~~business.~~Acquisition. The growth during the first half of fiscal year 2024 was mainly due to asset tracking and light fleet subscribers in the Africa segment.

The majority of our revenues and subscription revenues are derived from currencies other than the U.S. Dollar. Accordingly, the strengthening of the U.S. Dollar against these currencies (in particular against the South African Rand) following continued currency volatility, has negatively impacted our revenue and subscription revenues reported in U.S. Dollars. Compared to the ~~second quarter~~first half of fiscal year ~~2022,~~2023, the S~~outh~~South African Rand weakened by ~~16%~~14.6% against the U.S. Dollar. The Rand/U.S. Dollar exchange rate averaged ~~R17.01~~R18.65 in the ~~second quarter of fiscal year 2023~~current six-month period compared to an average of ~~R14.62~~R16.28 during the ~~second quarter~~first six-months of fiscal year ~~2022.~~2023. The impact of translating foreign currencies to U.S. Dollars at the average exchange rates during the ~~second quarter~~first six-months of fiscal year ~~2023~~2024 led to a ~~10.7%~~an 8.2% decrease in reported U.S. Dollar subscription revenues.

•Ha~~rdware~~Hardware and other revenue ~~decreased~~ increased by ~~$0.6~~$0.8 million, or ~~12.1%~~9.3%, from the ~~second~~ ~~quarter~~first half of fiscal year ~~2022, mainly due to lower sales in the Europe segment.~~ 2023. Hardware and other revenues ~~decreased~~increased by ~~1.7%~~13.8% on a constant currency basis, year over year.

The impact of translating foreign currencies to U.S. Dollars at the average exchange rates during the ~~second quarter~~first half of fiscal year ~~2023~~2024 led to ~~a 10.7%~~an 7.7% decrease inin reported U.S. Dollar revenues.

3234

A breakdown of third-party revenue by segment is shown in the table below:


		Three Months Ended September 30,												Six Months Ended September 30,
		2021		2022		2021		2022		2021		2022					2022		2023			2022		2023			2022		2023
		(In thousands)												(In thousands)
		Total Revenue				Subscription Revenue				Hardware and Other Revenue						Total Revenue					Subscription Revenue					Hardware and Other Revenue
Africa	Africa	$	20,282	$	19,486	$	18,686	$	18,073	$	1,596	$	1,413		Africa		$	40,219	$	39,683		$	37,134	$	37,198		$	3,085	$	2,485
Americas	Americas	3,912		4,754		3,444		4,281		468		473			Americas		8,856		10,166			7,693		9,441			1,163		725
Europe	Europe	4,750		3,529		3,413		3,019		1,337		510			Europe		7,163		7,179			6,164		6,170			999		1,009
Middle East and Australasia	Middle East and Australasia	5,957		5,872		4,207		3,983		1,750		1,889			Middle East and Australasia		10,856		12,519			8,082		8,396			2,774		4,123
Brazil	Brazil	1,137		1,591		1,121		1,314		16		277			Brazil		3,186		4,551			2,549		3,432			637		1,119
CSO	CSO	36		30		14		30		22		—			CSO		41		15			41		11			—		4
Total	Total	$	36,074	$	35,262	$	30,885	$	30,700	$	5,189	$	4,562		Total		$	70,321	$	74,113		$	61,663	$	64,648		$	8,658	$	9,465

In the Africa ~~segme~~segment, subscription revenu~~nt, subscription revenue decreased~~e increased by ~~$0.6~~$0.1 million, or ~~3.3%~~0.2%. On a constant currency basis, the increase in subscription revenue was ~~11.2%~~13.8%, as a result of a ~~17.1%~~26.9% increase in subscribers since October 1, ~~2021.~~2022. Hardware and other revenue decreased by ~~11.5%~~$0.6 million, or 19.4%. Total revenue decreased by ~~$0.8 million, or 3.9%~~1.3%. ~~Total revenue increased by 11.4% on~~On a constant currency ~~basis.~~basis, the total revenue increase was 12.1%.

In the ~~Americas~~Americas segment, subscription revenue increased by ~~$0.8~~$1.7 million, or ~~24.3%~~22.7%. The FSM business acquired on September 2, 2022 reported subscription revenue of ~~$0.9~~$4.0 million induring the six month ~~of September~~period, which ~~contributed to~~was the primary reason for the subscription revenue increase. Hardware and other revenue decreased by $0.4 million, or 37.7%. Total revenue increased by $1.3 million, or 14.8%.

In the Europe segment, subscription revenue increased by 0.1%. On a constant currency basis, the decrease in subscription revenue was 3.2% as a result of a 4.2% decrease in subscribers since October 1, 2022. Total revenue increased by 0.2%, following an increase in hardware and other revenues of 1.0% compared to the first half of fiscal year 2023. Total revenue decreased by 3.1% on a constant currency basis.

Subscription revenue in the Middle East and Australasia segment increased by $0.3 million or 3.9%. On a constant currency basis, the ~~segments subscriber base by 104.7%.~~increase in subscription revenue was 7.4%, as a result of an 8.5% increase in subscribers since October 1, 2022. Hardware and other revenue increased by ~~1.1%~~$1.3 million, or 48.6%. Total revenue increased by ~~$0.8~~$1.7 million, or ~~21.5%.~~

~~In the E~~urope segment, subscription revenue declined by $0.4 million, or 11.5%. On a constant currency basis, subscription revenue decreased by 0.3%. Subscribers increased by 0.6% since October 1, 2021. Total revenue decreased by $1.2 million, or 25.7%, due to a decrease in hardware and other revenues of $0.8 million compared to the second quarter of fiscal year 2022. Total revenue decreased by 16.2% on a constant currency basis.

In the Middle East and Australasia segment, subscription revenue decreased by $0.2 million, or 5.3%. On a constant currency basis, subscription revenue decreased by 1.0%, despite a 4.2% increase in subscribers since October 1, 2021. Hardware and other revenue increased by $0.1 million, or 7.9%. Total revenue decreased by $0.1 million, or 1.4%15.3%. Total revenue in constant currency increased by ~~3.2%~~19.4%.

In the Brazil segment, subscription revenue increased by ~~$0.2~~$0.9 million, or ~~17.2%~~34.6%. On a constant currency basis, subscription revenue increased by ~~17.4%~~30.5%. ~~Subscribers increased by 16.2%~~The increase was mainly due to an increase in subscribers of 16.6% since October 1, ~~2021. Hardware and other revenue increased by $0.3 million.~~2022. Total revenue increased by ~~$0.5~~$1.4 million, or ~~39.9%~~42.8%. On a constant currency basis, total revenue increased by ~~40.4%~~38.4%.

Cost of Revenue ~~and Gross Margin~~


		Three Months Ended September 30,				Six Months Ended September 30,
		2021		2022				2022			2023
		(In thousands, except for percentages)				(In thousands, except for percentages)

Cost of revenue - subscription	Cost of revenue - subscription	$	9,219	$	9,852		Cost of revenue - subscription	$	19,905		$	21,431
Cost of revenue - hardware and other	Cost of revenue - hardware and other	3,887		3,308			Cost of revenue - hardware and other	6,581			6,293

Gross profit	Gross profit	$	22,968	$	22,102		Gross profit	$	43,835		$	46,389
Gross profit margin	Gross profit margin	63.7%		62.7%			Gross profit margin	62.3		%	62.6		%
Gross profit margin - subscription	Gross profit margin - subscription	70.2%		67.9%			Gross profit margin - subscription	67.7		%	66.8		%
Gross profit margin - hardware and other	Gross profit margin - hardware and other	25.1%		27.5%			Gross profit margin - hardware and other	24.0		%	33.5		%

~~Compared to a~~ ~~decrease in total revenue of~~ ~~$0.8 million, or 2.3%, cost of revenu~~es increased by $0.1 million, or 0.4%, from the second quarter of fiscal year 2022. This together with lower subscription revenue margins resulted in a lower gross profit margin of 62.7% in the second quarter of fiscal year 2023 compared to 63.7% in the second quarter of fiscal year 2022.

3335

Compared to an increase in total revenue of $3.8 million, or 5.4%, cost of revenues increased by $1.2 million, or 4.7%, from the first half of fiscal year 2023. This resulted in a higher gross profit margin of 62.6%in the first half of fiscal year 2024 compared to 62.3% in the first half of fiscal year 2023.

Subscription revenue, which generates a higher gross profit margin than hardware and other revenue, contributed ~~87.1%~~87.2% of total revenue in the ~~second~~ ~~quarter~~first half of fiscal year ~~2023~~2024 compared to ~~85.6%~~87.7% in the ~~second~~ ~~quarter~~first half of fiscal year ~~2022.~~2023. The subscription revenue margin during the ~~second quarter~~first half of fiscal year ~~2023~~2024 was ~~67.9%~~66.8%, compared to ~~70.2%~~67.7% for the ~~second quarter~~first half of fiscal year ~~2022.~~2023.

During the ~~second~~ ~~quarter~~first half of f~~iscal~~fiscal year ~~2023,~~2024, hardware and other margins were ~~higher than~~33.5% compared to 24.0% in the ~~second quarter~~first half of fiscal year ~~2022, mainly due to the geographical sales mix~~2023.

Sales and ~~the distribution channels.~~Marketing


	Six Months Ended September 30,
	2022			2023
	(In thousands, except for percentages)



Sales and marketing	$	8,385		$	6,975
As a percentage of revenue	11.9		%	9.4		%

Sales and ~~Marketing~~
Three Months Ended September 30,
2021 2022
(In thousands, except for percentages)
Sales and marketing $ 3,872 $ 4,053
As a percentage of revenue 10.7 % 11.5 %

~~Sales and~~ marketing ~~cost~~costs decreased by $1.4 million~~s increased by $0.2 million,~~, or ~~4.7%~~16.8%, from the ~~second quarter of fiscal year 2022 to the second quarter~~first half of fiscal year 2023 to the first half of fiscal year 2024 against a ~~2.3% decrease~~$3.8 million, or 5.4%, increase in total revenue. The ~~increase~~decrease in the ~~second quarter~~first half of fiscal year ~~2023~~2024 was primarily as a result of ~~increases~~decreases of ~~$0.2~~$0.6 million in employee costs, ~~and~~ $0.2 million in travel costs, ~~offset by a $0.2~~$0.5 million ~~decrease~~ in advertising ~~costs. In the second quarter of fiscal year 2023, sales~~costs and ~~marketing costs represented 11.5% of revenue compared to 10.7% of revenue in the second quarter of fiscal year 2022.~~

~~Administration and Other Expenses~~

Three Months Ended September 30,
2021 2022
(In thousands, except for percentages)
Administration and other $ 15,366 $ 16,572
As a percentage of revenue 42.6 % 47.0 %

~~Administration and other expenses increased by $1.2 million or 7.8%, from~~ ~~the~~ ~~second~~ ~~quarter of fiscal year 2022 to the~~ ~~second~~ ~~quarter of fiscal year 2023.~~

The increase mainly relates to $0.8 million in acquisition-related costs (refer to note 2 to the condensed consolidated financial statements), a $0.2 million increase in salaries and wages, $0.3 million increase in bonuses, offset by other decreases of $0.1 million, none of which were individually significant.

In the first half of fiscal year 2024, sales and marketing costs represented 9.4% of revenue compared to 11.9% of revenue in the first half of fiscal year 2023.

Administration and Other Expenses


	Six Months Ended September 30,
	2022			2023
	(In thousands, except for percentages)



Administration and other	$	31,547		$	32,545
As a percentage of revenue	44.9		%	43.9		%

Administration and other expenses increased by $1.0 million, or 3.2%, from the first half of fiscal year 2023 to the first half of fiscal year 2024.

The increase mainly relates to $0.8 million in strategic costs related to the Powerfleet Transaction, discussed in the Recent Developments section above and other increases of $0.2 million, none of which were individually significant.

Taxation


		Three Months Ended September 30,						Six Months Ended September 30,
		2021			2022					2022			2023
		(In thousands, except for percentages)						(In thousands, except for percentages)

Income tax expense	Income tax expense	$	2,489		$	3,168			Income tax expense	$	6,302		$	4,138
Effective tax rate	Effective tax rate	65.7		%	161.5		%		Effective tax rate	109.1		%	69.0		%

Taxation expense ~~increased~~decreased by ~~$0.7 million. During~~$2.2 million. In the ~~second quarter~~first half of fiscal year ~~2023,~~2024, the net income included a ~~net~~ foreign exchange ~~gain~~loss of ~~$0.7~~$0.9 million before tax and a ~~$2.0~~$0.5 million charge from the income tax effect of net foreign exchange ~~gains~~losses (which includes a ~~$1.8 million deferred tax charge on a U.S. Dollar intercompany loan between MiX Telematics and MiX~~

Telematics Investments Proprietary Limited (“MiX Investments”), one of our wholly-owned subsidiaries, as well as a $0.2 million deferred tax charge on other foreign exchange gains). During the second quarter of fiscal year 2022, net income included a net foreign exchange gain of $0.1 million before tax and a $1.1 million charge from the income tax effect of net foreign exchange gains (which includes a $0.9$0.8 million deferred tax charge on a U.S. Dollar intercompany loan between MiX Telematics and MiX Investments, as well as a ~~$0.2~~$0.3 million deferred tax ~~charge~~credit on other foreign exchange ~~gains).~~

Adjusted effective tax rate, a non-GAAP measure which excludes the impact of net foreign exchange losses and gains net of tax and acquisition-related costs, is the tax rate used in determining adjusted net income below. Adjusted effective tax rate was 63.4% in the second quarter of ~~fiscal year 2023 as compared to 38.6% in the second quarter~~ of ~~fiscal year 2022. Refer to the non-GAAP section below for the reconciliation of adjusted effective tax rate.~~

~~Results of Operations for the Six Months Ended September 30, 2021 and 2022~~

~~Revenue~~
Six Months Ended September 30,
2021 2022 % Change % Change at constant currency
(In thousands, except for percentages)
Subscription revenue $ 61,975 $ 61,663 (0.5) % 8.5 %
Hardware and other revenue 8,997 8,658 (3.8) % 3.8 %
$ 70,972 $ 70,321 (0.9) % 7.9 %

~~Our total revenue decreased by $0.7 million, or 0.9%, from the first half of fiscal year 2022. The principal factors affecting our revenue decline included:~~

•~~Subscription revenues decreased~~ by ~~0.5% to $61.7 million,~~ ~~compared to $62.0 million for the first half of fiscal year 2022. Subscription revenues represented~~ ~~87.7%~~ ~~of total revenues during the first half of fiscal year 2022. Subscription revenues increased by 8.5%on a constant currency basis, year over year.~~ ~~From March 31, 2022 to September 30, 2022, our subscriber base grew by a net~~ ~~99,500~~ s~~ubscribers to 914,600 subscribers at September 30, 2022,~~ ~~compared to the net growth of 25,500 subscribers during~~ the second half of fiscal year 2022. The group reported net organic subscriber growth of 61,500 subscribers with contributions across all solution categories. 38,000 subscribers were added by MiX Telematics North America, from the acquired FSM business.

~~The majority of our revenues and subscription revenues are derived from currencies other than the U.S. Dollar. Accordingly,~~ ~~the~~ ~~strengthening~~ of the U.S. Dollar against these currencies (in particular against the South African Rand) following continued currency volatility, has negatively impacted our revenue and subscription revenues reported in U.S. Dollars. Compared to the first half of fiscal year 2022, the South African Rand weakened by 13.2% against the U.S. Dollar. The Rand/U.S. Dollar exchange rate averaged R16.28 in the current six-month period compared to an average of R14.38 during the first six months of fiscal year 2022. The impact of translating foreign currencies to U.S. Dollars at the average exchange rates during the first six months of fiscal year 2023 led to a 9.0% decrease in reported U.S. Dollar subscription revenues.

•~~Hardware and other revenue~~ ~~decreased by $0.3 million, or 3.8%,~~ ~~from the first half of fiscal year 2022, mainly due to lower sales in the Europe segment.~~

~~The impact of translating foreign currencies to U.S. Dollars at the average exchange rates during the first half of fiscal year 2023 led to~~ ~~an 8.8% decrease~~ ~~in reported U.S. Dollar revenues.~~

~~A breakdown of third-party revenue by segment is shown in the table below:~~

Six Months Ended September 30,
2021 2022 2021 2022 2021 2022
(In thousands)
Total Revenue Subscription Revenue Hardware and Other Revenue
Africa $ 40,208 $ 40,219 $ 37,397 $ 37,134 $ 2,811 $ 3,085
Americas 7,730 8,856 7,067 7,693 663 1,163
Europe 9,384 7,163 6,786 6,164 2,598 999
Middle East and Australasia 11,411 10,856 8,556 8,082 2,855 2,774
Brazil 2,189 3,186 2,141 2,549 48 637
CSO 50 41 28 41 22 —
Total $ 70,972 $ 70,321 $ 61,975 $ 61,663 $ 8,997 $ 8,658

~~In the Africa segment, subscription revenue decreased by $0.3 million, or 0.7%~~losses). On a constant currency basis, the increase in subscription revenue was 11.7%, as a result of a 17.1% increase in subscribers since October 1, 2021. Hardware and other revenue increased by $0.3 million, or 9.7%. Total revenue increased by 0.03%. On a constant currency basis, the total revenue increase was 12.6%.

~~In the Ameri~~cas segment, subscription revenue increased by $0.6 million, or 8.9%, the FSM business, acquired on September 2, 2022, increased subscription revenue by $0.9 million, offset by a net $0.3 million decrease in subscription revenue. The FSM business contributed 12.5% to the constant currency subscription revenue increase and increased the segments subscriber base by 104.7%. Hardware and other revenue increased by $0.5 million, or 75.4%. Total revenue increased by $1.1 million, or 14.6%.

In the Europe segment, subscription revenue decreased by $0.6 million, or 9.2%. On a constant currency basis, the growth in subscription revenue was 0.7% as a result of a 0.6% increase in subscribers since October 1, 2021. Total revenue decreased by $2.2 million, or 23.7%, following a decrease in hardware and other revenues of $1.6 million or 61.5% compared to the first half of fiscal year 2022. Total revenue decreased by 15.3% on a constant currency basis.

Subscription revenue in the Middle East and Australasia segment decreased by $0.5 million or 5.5%. On a constant currency basis, the decrease in subscription revenue was 1.2%, despite a 4.2% increase in subscribers since October 1, 2021. Hardware and other revenue decreased by $0.1 million, or 2.8%. Total revenue decreased by $0.6 million, or 4.9%. Total revenue in constant currency decreased by 0.3%.

In the Brazil segment, subscription revenue increased by $0.4 million, or 19.1%. On a constant currency basis, subscription revenue increased by 14.7%. The increase was mainly due to an increase in subscribers of 16.2% since October 1, 2021. Total revenue increased by $1.0 million, or 45.5%. On a constant currency basis, total revenue increased by 40.2%.

~~Cost of Revenue~~
Six Months Ended September 30,
2021 2022
(In thousands, except for percentages)
Cost of revenue - subscription $ 18,346 $ 19,905
Cost of revenue - hardware and other 6,803 6,581
Gross profit $ 45,823 $ 43,835
Gross profit margin 64.6 % 62.3 %
Gross profit margin - subscription 70.4 % 67.7 %
Gross profit margin - hardware and other 24.4 % 24.0 %

~~Compared to a decrease in total revenue of~~ ~~$0.7 million, or 0.9%, cost of revenues increased by $1.3 million, or 5.3%, from the first half of fiscal year 2022.~~ ~~This together with lower subscription revenue margins resulted in a lower gross profit margin of~~ ~~62.3%~~ in ~~the first half of fiscal year 2023 compared to 64.6% in the first half of fiscal year 2022.~~

~~Subscription revenue, which generates a higher gross profit margin than hardware and other revenue, contributed~~ ~~87.7%~~ ~~of total revenue in the first half of fiscal year 2023 compared to~~ ~~87.3%~~ ~~in the first half of fiscal year 2022. The subscription revenue margin during the first half of fiscal year 2023 was 67.7%, compared to 70.4% for the first half of fiscal year 2022.~~

During the first half of fiscal year 2023, ~~hardware and other margins were 24.0% compared to 24.4% in the first half of fiscal year 2022.~~

~~Sales and Marketing~~

Six Months Ended September 30,
2021 2022
(In thousands, except for percentages)
Sales and marketing $ 7,384 $ 8,385
As a percentage of revenue 10.4 % 11.9 %

~~Sales and marketing costs increased by~~ ~~$1.0 million, or 13.6%,~~ ~~from the first half of fiscal year 2022 to the first half of fiscal year 2023 against~~net loss included a ~~$0.7 million, or 0.9%, decrease in total rev~~enue. The increase in the first half of fiscal year 2023 was primarily as a result of increases of $0.5 million in employee costs and $0.5 million in travel costs. In the first half of fiscal year 2023, sales and marketing costs represented 11.9% of revenue compared to 10.4% of revenue in the first half of fiscal year 2022.

~~Administration and Other Expenses~~

Six Months Ended September 30,
2021 2022
(In thousands, except for percentages)
Administration and other $ 30,373 $ 31,547
As a percentage of revenue 42.8 % 44.9 %

~~Administration and other expenses increased by~~ ~~$1.2 million, or 3.9%, from the first half of fiscal year 2022 to the first half of fiscal year 2023.~~

The increase mainly relates to acquisition-related costs of $0.8 million (refer to note 2 to the condensed consolidated financial statements), increases of $0.2 million in training and recruitment costs, and $0.2 million in travel costs.

~~Taxation~~

Six Months Ended September 30,
2021 2022
(In thousands, except for percentages)
Income tax expense $ 3,081 $ 6,302
Effective tax rate 38.9 % 109.1 %

~~Taxation expense increased by~~ ~~$3.2 million. In the first half~~ of ~~fiscal year 2023, the income tax expense included a~~net foreign exchange gain of $1.5 million before tax and a $4.1 million charge from the income tax effect of net foreign exchange gains (which includes a $3.7 million deferred tax charge on a U.S. Dollar intercompany loan between MiX Telematics and MiX

Investments, as well as a $0.4 million deferred tax charge on other foreign exchange gains). During the first half of fiscal year 2022, net income included a net foreign exchange loss of less than $0.01 million before tax and a $0.3 million deferred tax charge on a U.S. Dollar intercompany loan between MiX Telematics and MiX Investments.

Adjusted effective tax rate, a non-GAAP measure which excludes the impact of net foreign exchange gains and losses, restructuring costs, acquisition-related costs, strategic costs, non-recurring transitional service agreement costs and ~~gains~~contingent consideration remeasurement, net of tax ~~and acquisition-related costs,~~ is the tax rate used in determining adjusted net ~~income below.~~income. Adjusted effective tax rate was 49.8% in the first half of fiscal year 2024 as compared to 47.9% in the first half of fiscal year ~~2023 as compared to 35.0% in the first half~~ of ~~fiscal year 2022.~~2023. Refer to the non-GAAP section below for the reconciliation of adjusted effective tax rate.

3837

Non-GAAP Financial Information

We use certain measures to assess the financial performance of our business. Certain of these measures are termed “non-GAAP measures” because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with GAAP, or are calculated using financial measures that are not calculated in accordance with GAAP. These non-GAAP measures include adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income per share, adjusted effective tax rate, free cash flow and constant currency information.

An explanation of the relevance of each of the non-GAAP measures, a reconciliation of the non-GAAP measures to the most directly comparable measures calculated and presented in accordance with GAAP and a discussion of their limitations is set out below. We do not regard these non-GAAP measures as a substitute for, or superior to, the equivalent measures calculated and presented in accordance with GAAP or those calculated using financial measures that are calculated in accordance with GAAP.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and adjusted EBITDA margin are two of the profit measures reviewed by the CODM. We define adjusted EBITDA as ~~the~~net income before income taxes, ~~net~~ interest ~~expense/~~expense, interest income, net foreign exchange gains/losses, depreciation of property, plant and equipment including capitalized customer in-vehicle devices, amortization of intangible assets including capitalized internal-use software development costs and intangible assets identified as part of a business combination, stock-based compensation costs, net profit on sale of property, plant and equipment, ~~stock-based compensation costs, impairment of long-lived assets,~~ restructuring costs, acquisition-related costs, strategic costs, non-recurring transitional service agreement costs and ~~acquisition-related costs.~~the contingent consideration remeasurement. We define adjusted EBITDA margin as adjusted EBITDA divided by total revenue.

We have included adjusted EBITDA and adjusted EBITDA margin in this Quarterly Report on Form 10-Q because they are key measures that our management and board of directors use to understand and evaluate our core operating performance and trends; to prepare and approve its annual budget; and to develop short and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA and adjusted EBITDA margin can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that adjusted EBITDA and adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating our operating results.

3938

A reconciliation of net ~~income/(loss)~~income (the most directly comparable financial measure presented in accordance with GAAP) to adjusted EBITDA for the periods shown is presented below.


Reconciliation of Net Income/(Loss) to Adjusted EBITDA for the Period
Reconciliation of Net Income to Adjusted EBITDA for the Period													Reconciliation of Net Income to Adjusted EBITDA for the Period
			Three Months Ended September 30,				Six Months Ended September 30,							Three Months Ended September 30,						Six Months Ended September 30,
			2021		2022		2021			2022				2022			2023			2022			2023
		(In thousands)												(In thousands)

Net income/(loss)			$	1,299	$	(1,206)	$	4,830		$	(528)
Net (loss)/income													Net (loss)/income	$	(1,206)		$	249		$	(528)		$	1,857
Plus: Income tax expense	Plus: Income tax expense		2,489		3,168		3,081			6,302			Plus: Income tax expense	3,168			2,296			6,302			4,138
Plus/(less): Net interest expense/(income)			141		223		219			(264)
(Less)/plus: Foreign exchange (gains)/losses			(60)		(653)		16			(1,498)
Plus: Interest expense													Plus: Interest expense	361			539			624			1,041
Less: Interest income													Less: Interest income	(138)			(198)			(888)			(467)
(Less)/plus: Net foreign exchange (gains)/losses													(Less)/plus: Net foreign exchange (gains)/losses	(653)			123			(1,498)			853
Plus: Depreciation (1)	Plus: Depreciation (1)		2,650		2,171		5,344			4,797			Plus: Depreciation (1)	2,171			3,201			4,797			5,768
Plus: Amortization (2)	Plus: Amortization (2)		1,018		1,279		2,003			2,399			Plus: Amortization (2)	1,279			1,557			2,399			3,002
Plus: Impairment of long-lived assets			28		—		28			—

Plus: Stock-based compensation costs	Plus: Stock-based compensation costs		330		243		694			51			Plus: Stock-based compensation costs	243			325			51			565

Less: Net profit on sale of property, plant and equipment	Less: Net profit on sale of property, plant and equipment		(43)		—		(43)			(33)			Less: Net profit on sale of property, plant and equipment	—			—			(33)			(4)

Plus: Restructuring costs	Plus: Restructuring costs		51		—		52			—			Plus: Restructuring costs	—			7			—			30
Plus: Acquisition-related costs	Plus: Acquisition-related costs		—		784		—			784			Plus: Acquisition-related costs	784			—			784			—
Plus: Strategic costs (3)													Plus: Strategic costs (3)	—			796			—			796
Plus: Non-recurring transitional service agreement costs (4)													Plus: Non-recurring transitional service agreement costs (4)	—			121			—			121
Less: Contingent consideration remeasurement													Less: Contingent consideration remeasurement	—			(514)			—			(538)
Adjusted EBITDA	Adjusted EBITDA		$	7,903	$	6,009	$	16,224		$	12,010		Adjusted EBITDA	$	6,009		$	8,502		$	12,010		$	17,162
Adjusted EBITDA margin	Adjusted EBITDA margin		21.9%		17.0%		22.9		%	17.1		%	Adjusted EBITDA margin	17.0		%	22.5		%	17.1		%	23.2		%

(1) Includes depreciation of owned assets (including in-vehicle devices).

(2) Includes amortization of intangible assets (including intangible assets identified as part of a business combination).

(3) Strategic costs relate to costs incurred in relation to the Powerfleet Transaction discussed in the “Recent Developments” section above.

(4) Certain non-recurring costs related to the extension of the transitional service agreement in respect of the FSM Acquisition will be incurred on a temporary basis from September 2023 to December 2023 and have been excluded from Adjusted EBITDA.

Our use of adjusted EBITDA and adjusted EBITDA margin have limitations as analytical tools and should not be considered as performance measures in isolation from, or as a substitute for, analysis of our results as reported under GAAP.

Some of these limitations are:

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;

•Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

•other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure; and

•certain of the adjustments (such as restructuring costs, impairment of long-lived assets and others) made in calculating adjusted EBITDA are those that management believes are not representative of our underlying operations and, therefore, are subjective in nature.

Because of these limitations, adjusted EBITDA and adjusted EBITDA margin should be considered alongside other financial performance measures, including income from operations, net income and our other results.

Adjusted Net Income

Adjusted net income is defined as net ~~income/loss~~income excluding net foreign exchange gains/losses, ~~and~~restructuring costs, acquisition-related costs, strategic costs, non-recurring transitional service agreement costs and contingent consideration remeasurement, net of tax.

We have included adjusted net income in this quarterly report because it provides a useful measure for period-to-period comparisons of our core business by excluding net foreign exchange gains/losses, ~~and~~restructuring costs, acquisition-related costs, strategic costs, non-recurring transitional service agreement costs and contingent consideration remeasurement, net of tax and associated tax consequences, from earnings. Accordingly, we believe that adjusted net income provides useful information to investors and others in understanding and evaluating our operating results.


Reconciliation of net income to adjusted net income
	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2023		2022		2023
	(In thousands)

Net (loss)/income	$	(1,206)	$	249	$	(528)	$	1,857
Net foreign exchange (gains)/losses	(653)		123		(1,498)		853

Income tax effect of net foreign exchange gains/(losses)	2,023		109		4,059		534


Restructuring costs	—		7		—		30
Income tax effect of restructuring costs	—		(2)		—		(7)
Acquisition-related costs	784		—		784		—
Income tax effect of acquisition-related costs	(182)		—		(182)		—
Strategic costs (1)	—		796		—		796
Non-recurring transitional service agreement costs (2)	—		121		—		121
Contingent consideration remeasurement	—		(514)		—		(538)
Income tax effect of contingent consideration remeasurement	—		(5)		—		—
Adjusted net income	$	766	$	884	$	2,635	$	3,646

Reconciliation of net income/(loss) to adjusted net income
Three Months Ended
September 30, Six Months Ended
September 30,
2021 2022 2021 2022
(In thousands)
Net income /(loss) $ 1,299 $ (1,206) $ 4,830 $ (528)
Net foreign exchange (gains)/losses (60) (653) 16 (1,498)
Income tax effect of net foreign exchange gains/(losses) 1,052 2,023 310 4,059
Acquisition-related costs — 784 — 784
Income tax effect of acquisition-related costs — (182) — (182)
Adjusted net income $ 2,291 $ 766 $ 5,156 $ 2,635
(1) Strategic costs relate to costs incurred in relation to the Powerfleet Transaction discussed in the “Recent Developments” section above.

(2) Certain non-recurring costs related to the extension of the transitional service agreement in respect of the FSM Acquisition will be incurred on a temporary basis from September 2023 to December 2023 and have been excluded from Adjusted net income.

Basic and Diluted Adjusted Net Income Per Share

Basic and diluted adjusted net income per share is defined as adjusted net income divided by the weighted average number of ordinary shares in issue during the period.

We have included adjusted net income per share in this quarterly report because it provides a useful measure for period-to-period comparisons of our core business by excluding net foreign exchange gains/losses, ~~and~~restructuring costs, acquisition-related costs, strategic costs, non-recurring transitional service agreement costs and contingent consideration remeasurement, net of tax and associated tax consequences, from earnings. Accordingly, we believe that adjusted net income per share provides useful information to investors and others in understanding and evaluating our operating results.


Reconciliation of net income to basic and diluted adjusted net income per ordinary share
	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2023		2022		2023
	(In thousands)

Net (loss)/income	$	(1,206)	$	249	$	(528)	$	1,857
Net foreign exchange (gains)/losses	(653)		123		(1,498)		853

Income tax effect of net foreign exchange gains/(losses)	2,023		109		4,059		534


Restructuring costs	—		7		—		30
Income tax effect of restructuring costs	—		(2)		—		(7)
Acquisition-related costs	784		—		784		—
Income tax effect of acquisition-related costs	(182)		—		(182)		—
Strategic costs (1)	—		796		—		796
Non-recurring transitional service agreement costs (2)	—		121		—		121
Contingent consideration remeasurement	—		(514)		—		(538)
Income tax effect of contingent consideration remeasurement	—		(5)		—		—
Adjusted net income	$	766	$	884	$	2,635	$	3,646

Weighted average number of ordinary shares in issue
Basic (’000)	552,210		554,021		551,792		554,119
Adjusted for:
– potentially dilutive effect of stock appreciation rights (3)	2,818		—		3,182		—
– potentially dilutive effect of restricted share units (3)	633		—		1,232		311
Diluted (’000)	555,661		554,021		556,206		554,430

Reconciliation of net income/(loss) to basic and diluted adjusted net income per ordinary share
Three Months Ended
September 30, Six Months Ended
September 30,
2021 2022 2021 2022
(In thousands)
Net income/(loss) $ 1,299 $ (1,206) $ 4,830 $ (528)
Net foreign exchange (gains)/losses (60) (653) 16 (1,498)
Income tax effect of net foreign exchange gains/(losses) 1,052 2,023 310 4,059
Acquisition-related costs — 784 — 784
Income tax effect of acquisition-related costs — (182) — (182)
Adjusted net income $ 2,291 $ 766 $ 5,156 $ 2,635
Weighted average number of ordinary shares in issue
Basic (’000) 552,386 552,210 552,124 551,792
Adjusted for:
– potentially dilutive effect of stock appreciation rights (1)
11,778 2,818 11,809 3,182
– potentially dilutive effect of restricted share units (1)
1,458 633 1,389 1,232
Diluted (’000) 565,622 555,661 565,322 556,206
Net income/(loss) per ordinary share – basic $ 0.002 $ (0.002) $ 0.009 $ (0.001)
Effect of net foreign exchange (gains)/losses # (0.001) # (0.003)
Income tax effect of net foreign exchange gains/(losses) 0.002 0.004 0.001 0.008
Acquisition-related costs — 0.001 — 0.001
Income tax effect of acquisition-related costs — # — #
Adjusted net income per ordinary share – basic $ 0.004 $ 0.001 $ 0.009 $ 0.005
Net income/(loss) per ordinary share – basic $ 0.002 $ (0.002) $ 0.009 $ (0.001)
Effect of net foreign exchange (gains)/losses # (0.001) # (0.003)
Income tax effect of net foreign exchange gains/(losses) 0.002 0.004 # 0.008
Acquisition-related costs — 0.001 — 0.001
Income tax effect of acquisition-related costs — # — #
Adjusted net income per ordinary share – diluted $ 0.004 $ 0.001 $ 0.009 $ 0.005
(1) The diluted weighted average number of shares in fiscal year 2023 is used only for purposes of basic and diluted adjusted net income per share as it is anti-dilutive for net loss per share purposes (refer to note 11 to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q).

~~# Amount less than $0.001~~


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2023		2022		2023
	(In thousands)
Net (loss)/income per ordinary share – basic	$	(0.002)	#		$	(0.001)	$	0.003
Effect of net foreign exchange (gains)/losses to net income	(0.001)		#		(0.003)		0.002
Income tax effect of net foreign exchange gains/(losses)	0.004		#		0.008		0.001


Restructuring costs	—		#		—		#
Income tax effect of restructuring costs	—		#		—		#
Acquisition-related costs	0.001		—		0.001		—
Income tax effect of acquisition-related costs	(0.001)		—		#		—
Strategic costs (1)	—		0.002		—		0.002
Non-recurring transitional service agreement costs (2)	—		#		—		#
Contingent consideration remeasurement	—		#		—		(0.001)
Income tax effect of contingent consideration remeasurement	—		#		—		—
Adjusted net income per ordinary share – basic	$	0.001	$	0.002	$	0.005	$	0.007

Net (loss)/income per ordinary share – diluted	$	(0.002)	#		$	(0.001)	$	0.003
Effect of net foreign exchange (gains)/losses to net income	(0.001)		#		(0.003)		0.002
Income tax effect of net foreign exchange gains/(losses)	0.004		#		0.008		0.001


Restructuring costs	—		#		—		#
Income tax effect of restructuring costs	—		#		—		#
Acquisition-related costs	0.001		—		0.001		—
Income tax effect of acquisition-related costs	(0.001)		—		#		—
Strategic costs (1)	—		0.002		—		0.002
Non-recurring transitional service agreement costs (2)	—		#		—		#
Contingent consideration remeasurement	—		#		—		(0.001)
Income tax effect of contingent consideration remeasurement	—		#		—		—
Adjusted net income per ordinary share – diluted	$	0.001	$	0.002	$	0.005	$	0.007
# Amount less than $0.001


	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2023		2022		2023
	(In thousands)
Weighted average number of American depository shares (ADS) in issue
Basic (’000)	22,088		22,161		22,072		22,165
Adjusted for:
– potentially dilutive effect of stock appreciation rights (3)	113		—		127		—
– potentially dilutive effect of restricted share units (3)	25		—		49		12
Diluted (’000)	22,226		22,161		22,248		22,177

Net (loss)/income per ADS – basic	$	(0.05)	$	0.01	$	(0.02)	$	0.08
Effect of net foreign exchange (gains)/losses to net income	(0.03)		0.01		(0.07)		0.04
Income tax effect of net foreign exchange gains/(losses)	0.09		*		0.18		0.02
Restructuring costs	—		*		—		*
Income tax effect of restructuring costs	—		*		—		*
Acquisition-related costs	0.03		—		0.04		—
Income tax effect of acquisition-related costs	(0.01)		—		(0.01)		—
Strategic costs (1)	—		0.04		—		0.04
Non-recurring transitional service agreement costs (2)	—		*		—		*
Contingent consideration remeasurement	—		(0.02)		—		(0.02)
Income tax effect of contingent consideration remeasurement	—		*		—		—
Adjusted net income per ADS – basic	$	0.03	$	0.04	$	0.12	$	0.16

Net (loss)/income per ADS – diluted	$	(0.05)	$	0.01	$	(0.02)	$	0.08
Effect of net foreign exchange (gains)/losses to net income	(0.03)		0.01		(0.07)		0.04
Income tax effect of net foreign exchange gains/(losses)	0.09		*		0.18		0.02
Restructuring costs	—		*		—		*
Income tax effect of restructuring costs	—		*		—		*


Acquisition-related costs	0.03		—		0.04		—
Income tax effect of acquisition-related costs	(0.01)		—		(0.01)		—
Strategic costs (1)	—		0.04		—		0.04
Non-recurring transitional service agreement costs (2)	—		*		—		*
Contingent consideration remeasurement	—		(0.02)		—		(0.02)
Income tax effect of contingent consideration remeasurement	—		*		—		—
Adjusted net income per ADS – diluted	$	0.03	$	0.04	$	0.12	$	0.16

*Amount less than $0.01

(1) Strategic costs relate to costs incurred in relation to the Powerfleet Transaction discussed in the “Recent Developments” section above.

(3) The diluted weighted average number of shares in fiscal year 2023 is used only for purposes of basic and diluted adjusted net income per share as it is anti-dilutive for net loss per share purposes (refer to note 13 to the Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q).

Adjusted Effective Tax Rate

The adjusted effective tax rate is defined as income tax expense excluding the income tax effect of net foreign exchange gains/losses, ~~and~~restructuring costs, acquisition-related costs, strategic costs, non-recurring transitional service agreement costs and contingent consideration remeasurement divided by income before income tax expense excluding net foreign exchange gains/losses, restructuring costs, acquisition-related costs, strategic costs, non-recurring transitional service agreement costs and ~~acquisition-related costs.~~contingent consideration remeasurement.

We have included adjusted effective tax rate in this quarterly report because it provides a useful measure for period-to-period comparisons of our core business by excluding net foreign exchange gains/losses, ~~and~~restructuring costs, acquisition-related costs, strategic costs, non-recurring transitional service agreement costs and contingent consideration remeasurement, and associated tax consequences, from our effective tax rate.

Reconciliation of effective tax rate to adjusted effective tax rate
Three Months Ended
September 30, Six Months Ended
September 30,
2021 2022 2021 2022
(In thousands)
Income before income tax expense $ 3,788 $ 1,962 $ 7,911 $ 5,774
Net foreign exchange (gains)/losses (60) (653) 16 (1,498)
Acquisition-related costs — 784 — 784
Adjusted income before income tax expense $ 3,728 $ 2,093 $ 7,927 $ 5,060
Income tax expense $ (2,489) $ (3,168) $ (3,081) $ (6,302)
Income tax effect of net foreign exchange gains/(losses) 1,052 2,023 310 4,059
Income tax effect of acquisition-related costs — (182) — (182)
Adjusted income tax expense $ (1,437) $ (1,327) $ (2,771) $ (2,425)
Effective tax rate 65.7 % 161.5 % 38.9 % 109.1 %
Adjusted effective tax rate 38.6 % 63.4 % 35.0 % 47.9 %


Reconciliation of effective tax rate to adjusted effective tax rate
	Three Months Ended September 30,						Six Months Ended September 30,
	2022			2023			2022			2023
	(In thousands)

Income before income tax expense	$	1,962		$	2,545		$	5,774		$	5,995
Net foreign exchange (gains)/losses	(653)			123			(1,498)			853
Restructuring costs	—			7			—			30
Acquisition-related costs	784			—			784			—
Strategic costs (1)	—			796			—			796
Non-recurring transitional service agreement costs (2)	—			121			—			121
Contingent consideration remeasurement	—			(514)			—			(538)
Income before income tax expense excluding net foreign exchange (gains)/losses, restructuring costs, acquisition-related costs, strategic costs, non-recurring transitional service agreement costs and contingent consideration remeasurement	$	2,093		$	3,078		$	5,060		$	7,257

Income tax expense	$	(3,168)		$	(2,296)		$	(6,302)		$	(4,138)
Income tax effect of net foreign exchange gains/(losses)	2,023			109			4,059			534
Income tax effect of restructuring costs	—			(2)			—			(7)
Income tax effect of acquisition-related costs	(182)			—			(182)			—
Income tax effect of contingent consideration remeasurement	—			(5)			—			—
Income tax expense excluding income tax effect of net foreign exchange gains/(losses), restructuring costs, acquisition-related costs and contingent consideration remeasurement	$	(1,327)		$	(2,194)		$	(2,425)		$	(3,611)

Effective tax rate	161.5		%	90.2		%	109.1		%	69.0		%

Adjusted effective tax rate	63.4		%	71.3		%	47.9		%	49.8		%

(1) Strategic costs relate to costs incurred in relation to the Powerfleet Transaction discussed in the “Recent Developments” section above.

Free Cash Flow

Free cash flow is determined as net cash used in/provided by operating activities less capital expenditure for investing activities. We believe that free cash flow provides useful information to investors and others in understanding and evaluating our cash flows as it provides detail of the amount of cash we generate or utilize after accounting for all capital expenditures including investments in in-vehicle devices.

The following table (in thousands) reconciles net cash used in/provided by operating activities to free cash flow for the periods shown:


		Six Months Ended September 30,						Three Months Ended September 30,		Six Months Ended September 30,
				2021		2022					2022		2023		2022		2023
			(In thousands)							(In thousands)

Net cash provided by operating activities	Net cash provided by operating activities			$	10,665	$	1,582		Net cash provided by operating activities		$	2,267	$	8,459	$	1,582	$	13,438
Less: Capital expenditure payments	Less: Capital expenditure payments			(13,424)		(14,060)			Less: Capital expenditure payments		(7,376)		(6,397)		(14,060)		(11,368)
Free cash flow	Free cash flow			$	(2,759)	$	(12,478)		Free cash flow		$	(5,109)	$	2,062	$	(12,478)	$	2,070

Constant Currency Information

Constant currency information has been presented in the sections below to illustrate the impact of changes in currency rates on our results. The constant currency information has been determined by adjusting the current financial reporting quarter’s results to the prior quarter’s average exchange rates, determined as the average of the monthly exchange rates applicable to the quarter. The measurement has been performed for each of our currencies, including the South African Rand and British Pound. The constant currency growth percentage has been calculated by utilizing the constant currency results compared to the prior quarter results.

The constant currency information represents non-GAAP information. We believe this provides a useful basis to measure the performance of our business as it removes distortion from the effects of foreign currency movements during the period.

Due to the significant portion of our customers who are invoiced in non-U.S. Dollar denominated currencies, we also calculate our subscription revenue growth rate on a constant currency basis, thereby removing the effect of currency fluctuation on our results of operations.

The following tables provide the constant currency reconciliation to the most directly comparable GAAP measure for the periods shown:

Subscription Revenue
Three Months Ended
September 30, Six Months Ended
September 30,
2021 2022 % Change 2021 2022 % Change
(In thousands, except for percentages)
Subscription revenue as reported $ 30,885 $ 30,700 (0.6) % $ 61,975 $ 61,663 (0.5) %
Conversion impact of U.S. Dollar/other currencies — 3,305 10.7 % — 5,581 9.0 %
Subscription revenue on a constant currency basis $ 30,885 $ 34,005 10.1 % $ 61,975 $ 67,244 8.5 %


	Three Months Ended September 30,						Six Months Ended September 30,
	2022		2023		% Change			2022		2023		% Change
	(In thousands, except for percentages)
Subscription revenue as reported	$	30,700	$	32,437	5.7	%		$	61,663	$	64,648	4.8	%
Conversion impact of U.S. Dollar/other currencies	—		1,454		4.7	%		—		5,030		8.2	%
Subscription revenue on a constant currency basis	$	30,700	$	33,891	10.4	%		$	61,663	$	69,678	13.0	%

Hardware and Other Revenue
Three Months Ended
September 30, Six Months Ended
September 30,
2021 2022 % Change 2021 2022 % Change
(In thousands, except for percentages)
Hardware and other revenue as reported $ 5,189 $ 4,562 (12.1) % $ 8,997 $ 8,658 (3.8) %
Conversion impact of U.S. Dollar/other currencies — 537 10.4 % — 678 7.6 %
Hardware and other revenue on a constant currency basis $ 5,189 $ 5,099 (1.7) % $ 8,997 $ 9,336 3.8 %


	Three Months Ended September 30,						Six Months Ended September 30,
	2022		2023		% Change			2022		2023		% Change
	(In thousands, except for percentages)
Hardware and other revenue as reported	$	4,562	$	5,325	16.7	%		$	8,658	$	9,465	9.3	%
Conversion impact of U.S. Dollar/other currencies	—		100		2.2	%		—		390		4.5	%
Hardware and other revenue on a constant currency basis	$	4,562	$	5,425	18.9	%		$	8,658	$	9,855	13.8	%

Total Revenue


		Three Months Ended September 30,						Six Months Ended September 30,							Three Months Ended September 30,						Six Months Ended September 30,
		2021		2022		% Change			2021		2022		% Change				2022		2023		% Change		2022		2023		% Change
		(In thousands, except for percentages)													(In thousands, except for percentages)
Total revenue as reported	Total revenue as reported	$	36,074	$	35,262	(2.3)	%		$	70,972	$	70,321	(0.9)	%		Total revenue as reported	$	35,262	$	37,762	7.1	%	$	70,321	$	74,113	5.4	%
Conversion impact of U.S. Dollar/other currencies	Conversion impact of U.S. Dollar/other currencies	—		3,842		10.7	%		—		6,259		8.8	%		Conversion impact of U.S. Dollar/other currencies	—		1,554		4.4	%	—		5,420		7.7	%
Total revenue on a constant currency basis	Total revenue on a constant currency basis	$	36,074	$	39,104	8.4	%		$	70,972	$	76,580	7.9	%		Total revenue on a constant currency basis	$	35,262	$	39,316	11.5	%	$	70,321	$	79,533	13.1	%

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. ~~Other than the estimates related to fair values of~~ ~~assets acquired and liabilities assumed from the business acquired and the fair value measurement of contingent consideration, management~~Management believes that there have not been any ~~other~~ significant changes in our critical accounting policies and estimates during the second quarter of fiscal year ~~2023~~2024 as compared to the items that we disclosed as our critical accounting policies and estimates in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended March 31, ~~2022,~~2023, which we filed with the SEC on June ~~14,~~22, ~~2022.~~2023.

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Liquidity and Capital Resources

We believe that our cash and borrowings available under our credit facilities will be sufficient to meet our liquidity requirements for the foreseeable future. Liquidity risk is reduced as a result of stable income due to the recurring nature of our income, available cash resources, as well as unutilized facilities which are available.

The following tables provide a summary of our cash flows for each of the six months ended September 30, ~~2021~~2022 and ~~2022:~~2023:


		Six Months Ended September 30,						Six Months Ended September 30,
		2021		2022				2022		2023
		(In thousands)				(In thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	10,665	$	1,582		Net cash provided by operating activities	$	1,582	$	13,438
Net cash used in investing activities	Net cash used in investing activities	(13,370)		(17,726)			Net cash used in investing activities	(17,726)		(11,609)
Net cash (used in)/from financing activities		(2,584)		4,565
Net decrease in cash and cash equivalents, and restricted cash		(5,289)		(11,579)
Net cash from/(used in) financing activities							Net cash from/(used in) financing activities	4,565		(887)
Net (decrease)/increase in cash and cash equivalents, and restricted cash							Net (decrease)/increase in cash and cash equivalents, and restricted cash	(11,579)		942
Cash and cash equivalents, and restricted cash at beginning of the period	Cash and cash equivalents, and restricted cash at beginning of the period	46,343		34,719			Cash and cash equivalents, and restricted cash at beginning of the period	34,719		30,657
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	Effect of exchange rate changes on cash and cash equivalents, and restricted cash	(340)		(2,727)			Effect of exchange rate changes on cash and cash equivalents, and restricted cash	(2,727)		(1,384)
Cash and cash equivalents, and restricted cash at the end of the period	Cash and cash equivalents, and restricted cash at the end of the period	$	40,714	$	20,413		Cash and cash equivalents, and restricted cash at the end of the period	$	20,413	$	30,215

We fund our operations, capital expenditure and acquisitions through cash generated from operating activities, cash on hand and our undrawn borrowing facilities.

It is currently our policy to pay regular dividends, and we consider such dividend payments on a quarter-by-quarter basis.

On May 23, 2017, the MiX Telematics ~~Limited~~ Board approved a share repurchase program of up to R270 million (equivalent of $~~15.0~~14.3 million as of September 30, ~~2022)~~2023) under which we may repurchase our ordinary shares, including ADSs. On December 3, 2021, the Board approved an increase to the share repurchase program under which the Company may repurchase ordinary shares, including ADSs. Post this increase, and after giving effect to shares already purchased under the program as at December 2, 2021, the Company could repurchase additional shares with a cumulative value of R160 million ($10.0 million). The total value of the whole share repurchase program post the December 3, 2021 increase is R396.5 million ($24.9 million). Additional shares to the value of R98.5 million (equivalent of $5.2 million as of September 30, 2023) may still be repurchased.

No shares were repurchased during the three months ended September 30, 2023. During ~~fiscal year 2022,~~ the three months ended June 30, 2023, shares with a value of ~~R44.7~~R10.2 million ~~(equivalent~~(equivalent of ~~$2.5~~$0.5 million as of September 30, ~~2022)~~2023) were repurchased under the share repurchase program.

~~During~~

As a result of signing the ~~three months ended September 30, 2022,~~ ~~shares~~Implementation Agreement with ~~a value of R1.7 million (equivalent of $0.1 million as of September 30, 2022) were repurchased~~Powerfleet, we have discontinued repurchases under the share repurchase program. ~~Additional shares to the value of R113.5 million (equivalent of $6.3 million as of September 30, 2022) may still be repurchased.~~

~~We expect any repurchases under this share repurchase program to be funded out of existing cash resources or borrowing facilities.~~

Operating Activities

Net cash provided by operating activities during the six months ended September 30, ~~2021~~2022 primarily consisted of our cash generated from operations of ~~$14.2~~$2.0 million and net interest received of ~~$0.02~~$0.1 million, offset by taxes paid of ~~$3.6~~$0.5 million.

Net cash provided by operating activities during the six months ended September 30, ~~202~~20232 primarily consisted of our cash generated from operations of ~~$2.0~~$14.9 million, ~~net interest received of $0.1 million,~~ offset by taxes paid of ~~$0.5 million.~~$1.2 million and net interest paid of $0.3 million.

Net cash provided by operating activities ~~decreased~~increased from ~~$10.7~~$1.6 million generated during the six months ended September 30, ~~2021~~2022 to ~~$1.6~~$13.4 million generated during the six months ended September 30, ~~202~~20232.. This is primarily attributable to ~~a decrease~~an increase in cash generated from operations of ~~$12.2~~$12.9 million, offset by increased net interest ~~received~~paid of ~~$0.1~~$0.4 million and ~~decreased taxation~~increased taxes paid of ~~$3.1~~$0.6 million. The higher cash generated byfrom operations ~~decrease~~ is primarily as a result of ~~a decrease in net~~an

4648

increase in net income of ~~$5.4 million, non-cash foreign exchange gains of $1.5~~$2.4 million and ~~a deterioration~~an improvement in working capital management of ~~$5.7~~$8.0 million (specifically a decrease ~~in accounts payables of $3.2 million, an increase~~ in prepaid expenses and other current assets of ~~$0.7~~$2.3 million, a decrease in inventories of $1.7 million, an increase in accrued expenses and other liabilities of $2.1 million, an increase in accounts payables of $3.9 million, partially offset by an increase in capitalized commissions of ~~$2.0~~$1.0 million due to higher revenues, an increase in ~~inventories~~accounts receivables of ~~$0.8~~$0.5 million ~~negative change~~and adverse changes in foreign currency translation adjustments of ~~$1.5 million, partially offset by a decrease in accounts receivables of $2.2 million and an increase in accrued expenses of $0.4~~$0.5 million).

Investing Activities

Net cash used in investing activities in the six months ended September 30, ~~2021~~2022 was ~~$13.4~~$17.7 million. Net cash used in investing activities during the six months ended September 30, 2021 primarily consisted of capital expenditures of $13.4 million. Capital expenditures during the six months ended September 30, 2021 included purchases of intangible assets of $2.8 million and cash paid to purchase property and equipment of $10.6 million, which included in-vehicle devices of $9.7 million.

~~Net cash used in investing activities in the six months ended September 30,~~ 2022 ~~increased to $17.7 million from $13.4 million in the six months ended September 30, 2021. Net cash used in investing activities during the six months ended September 30, 2022~~ primarily consisted of capital expenditures of $14.1 million and cash paid for business combination of $3.7 million, partially offset by proceeds from the sale of property, plant and equipment of $0.1 million. Capital expenditures during the six months ended September 30,2022 included purchases of intangible assets of $2.9 million and cash paid to purchase property and equipment of $11.2 million, which included in-vehicle devices of $10.6 million.

~~Financing Activities~~

InNet cash used in investing activities in the six months ended September 30, ~~2021,~~2023 decreased to $11.6 million from $17.7 million in thesix months ended September 30,2022. Net cash used in ~~financing~~investing activities during the six months ended September 30,2023 primarily consisted of ~~$2.6~~capital expenditures of $11.3 million ~~includes dividends~~and deferred consideration paid of ~~$3.1~~$0.3 million. Capital expenditures during the six months ended September 30,2023 included purchases of intangible assets of $2.9 million ~~offset by $0.5~~and cash paid to purchase property and equipment of $8.5 million, ~~from facilities utilized.~~which included in-vehicle devices of $8.0 million.

Financing Activities

In the six months ended September 30, 2022, the cash from financing activities of $4.6 million ~~includes~~included $7.4 million from facilities utilized for working capital purposes in the Africa segment, offset by dividends paid of $2.7 million and shares repurchased of $0.1 million.

In the six months ended September 30, 2023, the cash used in financing activities of $0.9 million includes dividends paid of $2.7 million and shares repurchased of $0.5 million, offset by $2.3 million from facilities utilized.

Credit Facilities

As of September 30, ~~2022,~~2023, our principal sources of liquidity were net cash balances of $~~7.7~~12.6 million (consisting of cash and cash equivalents of ~~$19.7~~$29.5 million less short-term debt ~~(bank overdraft)~~ of ~~$12.0~~$16.9 m~~illion)~~illion (bank overdraft of $16.2 million and book overdraft of $0.7 million) and an unutilized borrowing capacity of ~~$23.5~~$16.5 million available through our credit facilities. As of September 30, ~~2022,~~2023, our principal sources of credit are our facilities with Standard Bank, ~~Limited,~~ Nedbank ~~Limited~~ and ~~Investec Bank Limited.~~

~~We have an overdraft facility of~~ ~~R64.0 million~~ ~~(the equivalent of~~ ~~$3.6 million~~ ~~as of September 30, 2022),~~ ~~a working capital facility of R25.0 million~~ ~~(the equivalent of~~ ~~$1.4 million~~ ~~as of September 30, 2022) and a vehicle and asset finance facility of~~ ~~R8.5 million~~ ~~(the equivalent of $0.5 million as of September 30, 2022)~~ ~~with Standard Bank Limited that bear interest at South African Prime less 1.2% except for the working capital facility that bears interest at South African Prime less 0.25%.~~

We use this facility as part of our foreign currency hedging strategy. We draw down on this facility in the applicable foreign currency in order to fix the exchange rate on the existing balance sheet foreign currency exposure that we anticipate settling in that foreign currency. As of September 30, 2022~~, o~~ur obligations under the overdraft facility with Standard Bank Limited are guaranteed by MiX Telematics Limited and our wholly-owned subsidiaries, MiX Telematics Africa Proprietary Limited and MiX Telematics International Proprietary Limited, and secured by a pledge of accounts receivable by MiX Telematics Limited and MiX Telematics International Proprietary Limited.

~~We have a R25.0 million (the equivalent of $1.4 million as of~~ ~~September 30, 2022) working capital facility from Standard Bank Limited that bears interest at South African Prime less 0.25%. As of September 30, 2022,~~ ~~the facility was unutilized.~~ ~~We use this facility for working capital purposes in our Africa operations.~~

~~We have a R10.0 million (the equivalent of~~ ~~$0.6 million as~~ ~~of September 30, 2022) facility from Nedbank Limited that bears interest at South African Prime less 2%. As of September 30, 2022, the facility was~~ ~~undrawn.~~ ~~We use this facility for working capital purposes in our Africa operations.~~

~~On June 29, 2022, the Company entered into a new credit facility agreement with~~ Investec Bank Limited (“Investec”) ~~for~~.

The Investec credit facilities are comprised of a 364-day renewable committed general credit facility of R350 million ($22 million at a USD/ZAR

exchange rate of $1:ZAR 16.1546), (the “Committed Facility”) and an uncommitted general credit facility of $10 million (the “Uncommitted Facility”). The Committed Facility is in the process of being renewed.

Under the Committed Facility, ~~the Company~~we will pay a commitment fee charged at 30bps on any undrawn portion of the Committed Facility (plus VAT on such amount), calculated monthly and payable, free of deduction, monthly in arrears on the first business day of each month. The Uncommitted Facility is repayable on demand by Investec and a fee of 10bps per annum shall be charged on any undrawn portion of the Uncommitted Facility (plus VAT on such amount), calculated monthly and payable, free of deduction, monthly in arrears on the seventh business day of each month.

The loans under the Committed Facility bear interest at South African prime interest rate less 1.5% per annum and the loans under the Uncommitted Facility bear interest at overnight or daily negotiable rates, in each case which such interest shall accrue on all amounts outstanding under the Committed Facility or the Uncommitted Facility, as the case may be, payable monthly in arrears on the first business day of each month, or as otherwise specified in the Credit Agreement. Investec shall advise ~~the Company~~us of any changes to the applicable interest rate. As of September 30, ~~2022, $8.7~~2023, $13.3 million of the facility was utilized. We will use this facility for working capital purposes.

Up until November 14, 2022, we had the following facilities under the facility letter with Standard Bank, an overdraft facility of R64.0 million (the equivalent of $3.4 million as of September 30, 2023), a working capital facility of R25.0 million (the equivalent of $1.3 million as of September 30, 2023) and a vehicle and asset finance facility of R8.5

million (the equivalent of $0.4 million as of September 30, 2023) that bore interest at South African Prime less 1.2% except for the working capital facility that bore interest at South African Prime less 0.25%.

On November 15, 2022, we concluded a second amendment to the credit agreement with Standard Bank, which entitles us to utilize a maximum amount of R70.0 million (the equivalent of $3.7 million as of September 30, 2023), in the form of a customer foreign currency account overdraft facility (the “CFC Overdraft Facility”). All other facilities under the facility letter with Standard Bank were replaced by the CFC Overdraft Facility. The CFC Overdraft Facility has no fixed renewal date and is repayable on demand. The CFC Overdraft Facility bears interest at the South African Prime interest rate less 1.2% per annum. We use this facility as part of our foreign currency hedging ~~strategy and for working capital purposes.~~strategy. We draw down on this facility in the applicable foreign currency in order to fix the exchange rate on the existing balance sheet foreign currency exposure that we anticipate settling in that foreign currency. As of September 30, 2023, $2.9 million of the CFC Overdraft Facility was utilized.

~~Our Investec credit facilities contain certain restrictive clauses, including without limitation, those limiting~~In November 2022, we also terminated the suretyship securing our indebtedness (among other parties), to Standard Bank, which was signed by us and our ~~guarantor subsidiaries’~~subsidiaries: MiX Telematics Africa and MiX Telematics International. A new suretyship agreement was entered into providing that us and only one subsidiary being MiX Telematics International, binds themselves as ~~applicable, ability~~surety(ies) and co-principal debtor(s) for the payment, when due, of all the present and future debts of any kind of us and MiX Telematics International to ~~among other things, incur indebtedness, incur liens, or sell or acquire assets or businesses. These facilities are not subject~~Standard Bank. The security release letter also provided that Standard Bank’s claims to any ~~financial covenants such as interest coverage or gearing ratios.~~security furnished by us and our subsidiaries under the original suretyship agreement was released upon signature of the new suretyship agreement.

4850

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item 3.

4951

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Exchange Act, that are designed to ensure information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified by the SEC, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures ~~(as defined in Rules 13a - 15(e) and 15(d) - 15(e) under the Exchange Act)~~ as of September 30, ~~2022.~~2023. Based on that evaluation, we concluded that ~~as of such date,~~ our disclosure controls and procedures were ~~not~~ effective as ~~a result~~ of a material weakness in our internal control over financial reporting that was disclosed in our Annual Report on Form 10-K for fiscal year ended March 31, 2022. The material weakness related to several deficiencies in the design and operating effectiveness of business process level controls in the areas of management review of income tax, consignment stock and capitalization of internally generated software costs at the Company’s Africa segment as a result of the lack of senior financial resources to appropriately supervise and execute control activities.

~~Remediation~~

As described in “Item 9A. Controls and Procedures” in Part II of our Annual Report for the fiscal year ended March 31, 2022, we started the implementation of the remediation plan to address the material weakness mentioned above. This plan includes:

•~~Investigating and understanding the root causes of the control weaknesses that resulted in the material weakness;~~

•Evaluating and redesigning, where applicable, management’s control descriptions to address the design and effectiveness of controls over income tax, consignment stock and capitalization of software costs;

•~~Reviewing, identifying and implementing process and system functionality and automation enhancements;~~

•~~Adopting formal onboarding and off boarding for staff in the finance functions;~~

•~~Training and cross-training staff in executing finance functional tasks and executing controls;~~

•~~Reviewing the accountability assigned for fulfilling finance tasks, remediation efforts and for executing controls; and~~

•~~Reviewing current retention and succession policies of key senior resources.~~

~~We have begun by restructuring the finance function, have appointed personnel and have reinforced the procedures and controls of management review controls.~~

Management will continue the implementation of the remediation plan and will reassess and test the design and operating effectiveness of controls. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively.September 30, 2023.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

We implemented a new ERP system in our Middle East operations in September 2021, in North America in April 2022 and in Australia and Europe in July 2022. In addition, we have acquired the FSM business in North America of Trimble Inc. and are in the process of integrating the acquisition into the Americas segment. From a financial reporting perspective, FSM transactions will be subject to the same business processes and controls that we have implemented in the Americas sector.

We are in the process of planning the ERP roll out in our Brazil operations to go live in January 2023. As part of the new ERP system implementations, certain internal controls over financial reporting have been automated or modified and the source of information used to perform the control activities has changed to the new ERP system. While we believe the controls in the new ERP system will enhance the internal control environment, there are inherent risks associated with the implementation of a new ERP system. We will continue to evaluate the processes and controls related to the system transition and the assessment of design adequacy and operating effectiveness of internal control over financial reporting throughout fiscal year 2023.

~~Other than the changes noted above under “Remediation” and the implementation of the ERP system in North America, Australia and Europe, there~~There were no ~~material~~ changes in the Company’s internal control over financial reporting, as defined in Rule 13a - 15(f) and 15d - 15(f) promulgated under the Exchange Act, during the three months ended September 30, ~~2022,~~2023, that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

~~There have been no material developments~~We are involved in ~~our~~various legal proceedings ~~since~~arising from the normal course of business activities. We are not presently a party to any litigation the outcome of which, we ~~filed~~believe, if determined adversely to us, would individually or taken together have a material adverse effect on our ~~Quarterly Report~~business, operating results, cash flows, or financial condition. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on ~~Form 10-Q for the quarterly period ended June 30, 2022.~~ us because of defense and settlement costs, diversion of management resources, and other factors.

Refer to ~~“Part II. Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 and~~ “Part I. Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2022~~2023 for additional information regarding legal proceedings.

Item 1A. Risk Factors

As of September 30, ~~2022,~~2023, there have been no material changes in the risk factors previously disclosed. Our business is subject to numerous risks, a number of which are described under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, ~~2022 and Part II, Item 1A. “Risk Factors” of our Q1 2023 Form 10-Q.~~2023.

These risks should be carefully considered together with the other information set forth in this report, which could materially affect our business, financial condition and future results. The risks described under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, ~~2022 and Part II, Item 1A. “Risk Factors” of our Q1~~ 2023 ~~Form 10-Q~~ are not the only risks we face. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of equity securities by the issuer and affiliated purchasers

On May 23, 2017, the MiX Telematics ~~Limited~~ Board approved a share repurchase program of up to R270 million (equivalent of $~~15.0~~14.3 million as of September 30, ~~2022)~~2023) under which we may repurchase our ordinary shares, including ADSs. On December 3, 2021, the Board approved an increase to the share repurchase program under which the Company may repurchase ordinary shares, including ADSs. Post this increase, and after giving effect to shares already purchased under the program as at December 2, 2021, the Company could repurchase additional shares with a cumulative value of R160 million ($10.0 million). The total value of the whole share repurchase program post the December 3, 2021 increase is R396.5 million ($24.9 million). ~~During fiscal year 2022,~~Additional shares ~~with a~~to the value of ~~R44.7~~R98.5 million (equivalent of ~~$2.5~~$5.2 million as of September 30, ~~2022)~~2023) may still be repurchased.

Fiscal 2024 purchases

During the second quarter of fiscal 2024, there were ~~repurchased~~no share repurchases.

As a result of signing the Implementation Agreement with Powerfleet, we have discontinued repurchases under the share repurchase program.

~~Fiscal 2023 purchases~~

~~During the first quarter of fiscal 2023, there were no share repurchases. During the second quarter of fiscal 2023, the following purchases were made under the share repurchase program:~~

Period Total number of shares repurchased
Average price paid per share (1)
R
Shares canceled under the share repurchase program Total value of shares purchased as part of publicly announced program
R’000 Maximum value of shares that may yet be purchased under the program
R’000
Month
August 2022 328,228 5.33 — 1,749 113,534
328,228 5.33 — 1,749 113,534

~~(1)~~ ~~Including transaction costs.~~

~~Table below shows the equivalent U.S Dollar amounts, converted at the average monthly exchange rate for the month of the purchase.~~

Item 5. Other Information

Period Total number of shares repurchased
Average price paid per share (1)
$
Shares canceled under the share repurchase program Total value of shares purchased as part of publicly announced program
$’000 Maximum value of shares that may yet be purchased under the program
$’000
Month
August 2022 328,228 0.32 — 105 6,803
328,228 0.32 — 105 6,803

~~(1)~~ ~~Including transaction costs.~~Rule 10b5-1 Plan Adoptions or Modifications

~~Shares repurchased in Q2~~During the six months ended September 30, 2023, ~~were delisted and form part~~no director or officer of the ~~authorized unissued share capital~~Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of ~~the Company.~~Regulation S-K.

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Item 6. Exhibits


Exhibit No.			Description

10 .1†§			~~Asset Purchase Agreement, dated as of August 24, 2022, by and between MiX Telematics North America, Inc. and Trimble Inc.~~
~~10.2~~			~~Executive Employment Agreement, dated November 8, 2022, by and between MiX Telematics North America, Inc. and Paul Dell~~
31.1			Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a--14(a) and 15d--14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a--14(a) and 15d--14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*			Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			XBRL Taxonomy Extension Schema Document.
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			XBRL Taxonomy Extension Label Linkbase Document.
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).



†			Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Any omitted schedule or similar attachment will be furnished supplementally to the SEC upon request.
§			~~Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. An unredacted copy of the exhibit will be furnished supplementally to the SEC upon request.~~
*			The certification attached as Exhibit 32 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

5456

SIGNATURES

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, thereunto duly authorized.


			MIX TELEMATICS LIMITED

			By: /s/ Stefan Joselowitz
			Stefan Joselowitz
			Chief Executive Officer

			By: /s/ Paul Dell
			Paul Dell
			Chief Financial Officer

Date: November 9, ~~2022~~2023

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	Three Months Ended September 30, 2021
	Subscription revenue (1)		Hardware and other revenue (2)		Total revenue		Segment Adjusted EBITDA
Regional Sales Offices
Africa	$	18,686	$	1,596	$	20,282	$	8,874
Europe	3,413		1,337		4,750		1,682
Americas	3,444		468		3,912		33
Middle East and Australasia	4,207		1,750		5,957		2,665
Brazil	1,121		16		1,137		288
Total Regional Sales Offices	30,871		5,167		36,038		13,542
Central Services Organization	14		22		36		(2,457)
Total Segment Results	$	30,885	$	5,189	$	36,074	$	11,085


Period	Total number of shares repurchased	Average price paid per share (1) R	Shares canceled under the share repurchase program	Total value of shares purchased as part of publicly announced program R’000	Maximum value of shares that may yet be purchased under the program R’000
Month
August 2022	328,228	5.33	—	1,749	113,534
	328,228	5.33	—	1,749	113,534


Period	Total number of shares repurchased	Average price paid per share (1) $	Shares canceled under the share repurchase program	Total value of shares purchased as part of publicly announced program $’000	Maximum value of shares that may yet be purchased under the program $’000
Month
August 2022	328,228	0.32	—	105	6,803
	328,228	0.32	—	105	6,803