KORE Group Holdings, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

NET LOSS PER SHARE

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2023

The table below sets forth a reconciliation of the basic and diluted earnings per share (“EPS”) calculations for the years ended December 31, 2023 and 2022:


	For the Year Ended December 31,
($ in thousands, except share and per share amounts)	2023		2022
Numerator:
Net loss	$	(167,042)	$	(106,200)

Denominator:
Weighted average shares outstanding - basic	83,808,227		75,710,904
Effect of dilutive equity awards (1)	—		—
Weighted average shares outstanding - diluted	83,808,227		75,710,904

Net loss per share:
Basic	$	(1.99)	$	(1.40)
Diluted	$	(1.99)	$	(1.40)

(1) Due to the Company’s net loss, all unvested equity awards and the private placement warrants are anti-dilutive. The dilutive convertible instruments of the Backstop Notes are out of the money.

In determining the weighted average shares outstanding for the year ended December 31, 2023 for both basic and diluted earnings per share, the Company included the Penny Warrants issued to Searchlight in transactions dated November 15, 2023 and December 13, 2023, as the common shares of stock that would be issuable upon the exercise of the warrants are issuable for nominal consideration of one cent per share of common stock or cashless exercise at the option of Searchlight. These warrants were exercisable immediately upon issuance, although no warrants had been exercised as of December 31, 2023.

Set forth in the table below is the number of securities not included in the computation of diluted shares outstanding because the effect would be anti-dilutive:


	For the Year Ended December 31,
	2023	2022
Grants of RSUs with service only (i.e., time-vesting) conditions	6,193,746	3,552,416
Common stock issuable under the Backstop Notes	9,600,031	9,600,031
Private placement warrants	272,779	272,779

Unvested restricted stock units with both “time and performance conditions” and / or “time and market conditions” are excluded from the disclosure of the number of potentially anti-dilutive securities because neither the performance nor market conditions were met at the end of the reporting periods. Therefore, these securities are not considered to be contingently issuable for purposes of dilutive EPS or anti-dilution calculations.