mixt-20210630

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 June 30, 2021

☐ 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 July 23, 2021, the registrant had 606,079,803 ordinary shares, of no par value, outstanding.

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 (unaudited)						4
Condensed Consolidated Statements of Comprehensive Income (unaudited)						5
Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)						6
Condensed Consolidated Statements of Cash Flows (unaudited)						7
Notes to Condensed Consolidated Financial Statements (unaudited)						8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						19
Item 3. Quantitative and Qualitative Disclosures About Market Risk						33
Item 4. Controls and Procedures						34
Part II - OTHER INFORMATION
Item 1. Legal Proceedings						35
Item 1A. Risk Factors						36
Item 6. Exhibits						38
Signatures						39

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MIX TELEMATICS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	March 31, 2021		June 30, 2021

ASSETS
Current assets:
Cash and cash equivalents	$	45,489	$	46,127
Restricted cash	854		1,054
Accounts receivables, net of allowances for doubtful accounts of $5.6 million and $6.3 million, respectively	19,265		20,381
Inventory, net	3,109		3,541
Prepaid expenses and other current assets	8,509		9,826
Total current assets	77,226		80,929

Property and equipment, net	23,463		24,531
Goodwill	43,938		45,284
Intangible assets, net	18,303		19,422
Deferred tax assets	3,782		4,607
Other assets	4,434		4,556

Total assets	$	171,146	$	179,329
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	1,674	$	2,998
Accounts payables	6,560		5,111
Accrued expenses and other liabilities	17,330		19,169
Deferred revenue	5,788		5,749
Income taxes payable	1,345		2,940
Total current liabilities	32,697		35,967

Deferred tax liabilities	9,187		8,610
Long-term accrued expenses and other liabilities	5,863		5,857



Total liabilities	47,747		50,434

Stockholders’ equity:
MiX Telematics Limited stockholders’ equity
Preference shares: 100 million shares authorized but not issued	—		—
Ordinary shares: 605.6 million and 606.1 million no-par value shares issued and outstanding as of March 31, 2021 and June 30, 2021, respectively	67,401		67,401

Less treasury stock at cost: 53.8 million shares as of March 31, 2021 and June 30, 2021	(17,315)		(17,315)
Retained earnings	76,710		78,679
Accumulated other comprehensive income	1,924		5,087

Additional paid-in capital	(5,326)		(4,962)
Total MiX Telematics Limited stockholders’ equity	123,394		128,890
Non-controlling interest	5		5
Total stockholders’ equity	123,399		128,895

Total liabilities and stockholders’ equity	$	171,146	$	179,329

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

MIX TELEMATICS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,
	2020		2021
Revenue
Subscription	$	25,875	$	31,090
Hardware and other	1,622		3,808
Total revenue	27,497		34,898
Cost of revenue
Subscription	7,349		9,127
Hardware and other	1,229		2,916
Total cost of revenue	8,578		12,043
Gross profit	18,919		22,855

Operating expenses
Sales and marketing	2,746		3,512

Administration and other	13,491		15,007
Total operating expenses	16,237		18,519
Income from operations	2,682