| REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS |
NOTE 3 – REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS
In connection with the Company’s review of our intercompany transfer pricing methodology, and in preparation of finalizing the consolidated financial statements for the year ended December 31, 2022, the Company identified errors in its historical financial statements relating to income taxes and indirect taxes.
The Company assessed the materiality of these errors along with other immaterial errors from previous reviews and annual audits in 2021, and 2022 under ASC 250, “Accounting Changes and Error Corrections,” Staff Accounting Bulletin No. 99, “Materiality,” and Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” and concluded that the annual consolidated financial statements for the year ended December 31, 2021, and the unaudited interim consolidated financial statements for the first three quarters of 2021, and 2022 were not materially misstated but should be revised. The amounts and disclosures included in this Form 10-K have been revised to reflect the correct presentation.
Income Tax Adjustments
In connection with a review of the Company’s intercompany transfer pricing methodology, we determined that the Company should have recorded income tax expense related to an uncertain tax position associated with certain intercompany balances between our legal entities in several domestic and foreign jurisdictions. Management has concluded that we have an income tax exposure on a consolidated basis which resulted in an understatement of income tax expense and other long-term liabilities for the following amount:
•For the year ended December 31, 2021 - $0.7 million.
•First quarter of 2021 - $0.2 million.
•Second quarter of 2021 - $0.2 million.
•Third quarter of 2021 - $0.3 million.
•First quarter of 2022 - $0.4 million.
•Second quarter of 2022 - $0.4 million.
•Third quarter of 2022 - $0.8 million.
Indirect Tax Adjustments
As part of our fourth quarter 2022 financial statement close process, we determined that the Company should have accrued a liability relating to a historical indirect tax exposure on customer invoices in two subsidiaries within the same foreign jurisdiction. The error resulted in the Company understating selling, general, and administrative expenses and other long-term liabilities for the following amount:
•For the year ended December 31, 2021 - $0.5 million.
•For each of the three quarters of 2021 - $0.1 million.
•For each of the three quarters of 2022 - $0.1 million.
Other Adjustments
In addition to the income tax and indirect tax errors discussed above, management has decided to revise our financial statements to reflect several immaterial errors identified in prior year audits and quarterly reviews. These immaterial errors relate to the following:
•Customer billing error resulted in an understatement of revenue and account receivable of approximately $0.05 million for each of the quarters in 2021 and 2022 and $0.22 million for the year ended December 31, 2021.
•A misallocation of the purchase price relating to a prior business combination resulted in an overstatement of intangible assets and an understatement of goodwill, which resulted in an overstatement of intangible asset amortization expense of $0.02 million for each of the quarters in 2021 and 2022 and $0.08 million for the year ended December 31, 2021.
•Initial public offering costs of $1.4 million should have been expensed in the quarter ended March 31, 2021 instead of the quarter ended June 30, 2021. We inappropriately capitalized such cost as of March 31, 2021.
•Revenue of $0.6 million should have been recognized in the quarter ended June 30, 2022 instead of the quarter ended September 30, 2022.
•Tax effect on pre-tax book loss resulting in either an understatement/overstatement of income tax expense/(benefit) and other long-term liabilities for the following periods:
•For the year ended December 31, 2021 - $0.19 million.
•First quarter of 2021 - ($0.23) million.
•Second quarter of 2021 - $0.69 million.
•Third quarter of 2021 - ($0.46) million.
•First quarter of 2022 - ($0.04) million.
•Second quarter of 2022 - $0.14 million.
•Third quarter of 2022 - ($0.07) million.
•Several immaterial cutoff errors between quarters related to revenue, cost of sales, and selling, general & administrative expenses.
The following tables present the impact of the revisions on our annual consolidated financial statements for the year ended December 31, 2021, including the impact to the accumulated other comprehensive income (loss) and the accumulated deficit balances as of December 31, 2020. The revised unaudited interim consolidated financial statements are included in Note 17 to the consolidated financial statements.
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands USD, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments* |
As revised |
| Assets |
|
|
|
|
|
| Current assets |
|
|
|
|
|
| Cash |
$ |
85,976 |
|
— |
|
— |
|
— |
|
$ |
85,976 |
|
| Accounts receivable, net |
51,304 |
|
— |
|
— |
|
311 |
|
51,615 |
|
| Inventories, net |
15,470 |
|
— |
|
— |
|
— |
|
15,470 |
|
| Income taxes receivable |
954 |
|
— |
|
— |
|
(20) |
|
934 |
|
| Prepaid expenses and other receivables |
7,448 |
|
— |
|
— |
|
(85) |
|
7,363 |
|
| Total current assets |
161,152
|
|
— |
|
— |
|
206 |
|
161,358 |
|
| Non-current assets |
|
|
|
|
|
| Restricted cash |
367 |
|
— |
|
— |
|
— |
|
367 |
|
| Property and equipment, net |
12,240 |
|
— |
|
— |
|
— |
|
12,240 |
|
| Intangibles assets, net |
203,474 |
|
— |
|
— |
|
(924) |
|
202,550 |
|
| Goodwill |
381,962 |
|
— |
|
— |
|
1,453 |
|
383,415 |
|
| Other long-term assets |
407 |
|
— |
|
— |
|
— |
|
407 |
|
| Total assets |
$ |
759,602
|
|
$ |
—
|
|
$ |
—
|
|
$ |
735
|
|
$ |
760,337
|
|
| Liabilities and stockholders’ equity |
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
| Accounts payable |
$ |
16,004 |
|
— |
|
— |
|
— |
|
$ |
16,004 |
|
| Accrued liabilities |
21,311 |
|
— |
|
— |
|
1,042 |
|
22,353 |
|
| Income taxes payable |
467 |
|
— |
|
— |
|
— |
|
467 |
|
| Current portion of capital lease obligations |
191 |
|
— |
|
— |
|
(191) |
|
— |
|
| Deferred revenue |
6,889 |
|
— |
|
— |
|
— |
|
6,889 |
|
| Current portion of long-term debt and other borrowings, net |
3,326 |
|
— |
|
— |
|
— |
|
3,326 |
|
| Total current liabilities |
48,188
|
|
—
|
|
—
|
|
851
|
|
49,039
|
|
| Non-current liabilities |
|
|
|
|
|
| Deferred tax liabilities |
36,722 |
|
1,435 |
|
— |
|
(232) |
|
37,925 |
|
| Warrant liability |
286 |
|
— |
|
— |
|
— |
|
286 |
|
| Capital lease obligations |
264 |
|
— |
|
— |
|
(264) |
|
— |
|
| Long-term debt and other borrowings, net |
399,115 |
|
— |
|
— |
|
— |
|
399,115 |
|
| Other long-term liabilities |
2,884 |
|
1,994 |
|
1,257 |
|
315 |
|
6,450 |
|
| Total liabilities |
$ |
487,459
|
|
$ |
3,429
|
|
$ |
1,257
|
|
$ |
670
|
|
$ |
492,815
|
|
| Stockholders’ equity |
|
|
|
|
|
Common stock, voting; par value $0.0001 per share; 315,000,000 shares authorized, 72,027,743 shares issued and outstanding at December 31, 2021 |
$ |
7 |
|
— |
|
— |
|
— |
|
$ |
7 |
|
| Additional paid-in capital |
413,646 |
|
— |
|
— |
|
(331) |
|
413,315 |
|
| Accumulated other comprehensive loss |
(3,331) |
|
(46) |
|
— |
|
(86) |
|
(3,463) |
|
| Accumulated deficit |
(138,179) |
|
(3,383) |
|
(1,257) |
|
482 |
|
(142,337) |
|
| Total stockholders’ equity |
272,143
|
|
(3,429) |
|
(1,257) |
|
65
|
|
267,522
|
|
| Total liabilities and stockholders’ equity |
$ |
759,602
|
|
$ |
—
|
|
$ |
—
|
|
$ |
735
|
|
$ |
760,337
|
|
*Certain reclassifications have been made to the 2021 consolidated balance sheet to conform to the 2022 presentation for leases.
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands USD, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other Adjustments |
As Revised |
| Revenue |
|
|
|
|
|
| Services |
$ |
187,962 |
|
$ |
— |
|
$ |
— |
|
$ |
218 |
|
$ |
188,180 |
|
| Products |
60,255 |
|
— |
|
— |
|
— |
|
60,255 |
|
| Total revenue |
248,217
|
|
—
|
|
—
|
|
218
|
|
248,435
|
|
| Cost of revenue |
|
|
|
|
|
| Cost of services |
69,867 |
|
— |
|
— |
|
(482) |
|
69,385 |
|
| Cost of products |
52,357 |
|
— |
|
— |
|
(382) |
|
51,975 |
|
| Total cost of revenue (exclusive of depreciation and amortization shown separately below) |
122,224
|
|
—
|
|
—
|
|
(864) |
|
121,360
|
|
| Operating expenses |
|
|
|
|
— |
|
| Selling, general and administrative |
91,733 |
|
— |
|
457 |
|
113 |
|
92,303 |
|
| Depreciation and amortization |
50,414 |
|
— |
|
— |
|
(83) |
|
50,331 |
|
| Total operating expenses |
142,147
|
|
—
|
|
457
|
|
30
|
|
142,634
|
|
| Operating loss |
(16,154) |
|
—
|
|
(457) |
|
1,052
|
|
(15,559) |
|
| Interest expense, including amortization of deferred financing costs, net |
23,260 |
|
— |
|
— |
|
— |
|
23,260 |
|
| Change in fair value of warrant liability |
(5,267) |
|
— |
|
— |
|
— |
|
(5,267) |
|
| Loss before income taxes |
(34,147) |
|
—
|
|
(457) |
|
1,052
|
|
(33,552) |
|
| Income tax expense (benefit) |
(9,694) |
|
732 |
|
— |
|
186 |
|
(8,776) |
|
| Net loss |
$ |
(24,453) |
|
$ |
(732) |
|
$ |
(457) |
|
$ |
866
|
|
$ |
(24,776) |
|
| Loss per share: |
|
|
|
|
|
| Basic |
$ |
(1.03) |
|
$ |
(0.02) |
|
$ |
(0.01) |
|
$ |
0.02 |
|
$ |
(1.04) |
|
| Diluted |
$ |
(1.03) |
|
$ |
(0.02) |
|
$ |
(0.01) |
|
$ |
0.02 |
|
$ |
(1.04) |
|
| Weighted average shares outstanding (in Number): |
|
|
|
|
|
| Basic |
41,933,050 |
|
— |
|
— |
|
— |
|
41,933,050 |
|
| Diluted |
41,933,050 |
|
— |
|
— |
|
— |
|
41,933,050 |
|
|
|
|
|
|
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Loss
(In thousands USD)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other Adjustments |
As Revised |
| Net loss |
$ |
(24,453) |
|
$ |
(732) |
|
$ |
(457) |
|
$ |
866
|
|
$ |
(24,776) |
|
| Other comprehensive income (loss): |
|
|
|
|
|
| Foreign currency translation adjustment |
(1,654) |
|
53 |
|
— |
|
(300) |
|
(1,901) |
|
| Comprehensive loss |
$ |
(26,107) |
|
$ |
(679) |
|
$ |
(457) |
|
$ |
566
|
|
$ |
(26,677) |
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Temporary Equity and Stockholders’ Equity
(In thousands, USD, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred
Stock |
|
Series A-1
Preferred Stock |
|
Series B Preferred
Stock |
|
Series C Convertible
Preferred Stock |
|
Total
Temporary
Equity |
|
|
Common Stock |
|
Additional
paid-in
capital |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Accumulated
Deficit |
|
Total
Stockholders’
Equity |
|
Temporary Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Amount |
|
|
Shares |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
| As Reported |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2020 |
7,756,158
|
|
|
$ |
77,562
|
|
|
7,862,107
|
|
|
$ |
78,621
|
|
|
9,090,975
|
|
|
$ |
90,910
|
|
|
2,566,186
|
|
|
$ |
16,802
|
|
|
$ |
263,895
|
|
|
|
30,281,520
|
|
|
$ |
3
|
|
|
$ |
135,616
|
|
|
$ |
(1,677) |
|
|
$ |
(113,726) |
|
|
$ |
20,216
|
|
| Derecognition of shares |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(45,818) |
|
|
(300) |
|
|
(300) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Accrued dividends payable |
765,609 |
|
|
7,656 |
|
|
824,076 |
|
|
8,241 |
|
|
692,543 |
|
|
6,925 |
|
|
— |
|
|
— |
|
|
22,822 |
|
|
|
— |
|
|
— |
|
|
(22,822) |
|
|
— |
|
|
— |
|
|
(22,822) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(1,654) |
|
|
— |
|
|
(1,654) |
|
| Share-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
200,426 |
|
|
— |
|
|
(1,856) |
|
|
— |
|
|
— |
|
|
(1,856) |
|
| Distributions to and conversions of preferred stock |
(8,521,767) |
|
|
(85,218) |
|
|
(8,686,183) |
|
|
(86,862) |
|
|
(9,783,518) |
|
|
(97,835) |
|
|
(2,520,368) |
|
|
(16,502) |
|
|
(286,417) |
|
|
|
7,120,368 |
|
|
1 |
|
|
56,502 |
|
|
— |
|
|
— |
|
|
56,503 |
|
CTAC shares recapitalized, net of equity issuance costs of $15,943 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
10,373,491 |
|
|
1 |
|
|
6,428 |
|
|
— |
|
|
— |
|
|
6,429 |
|
| Conversion of KORE warrants |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
1,365,612 |
|
|
— |
|
|
10,663 |
|
|
— |
|
|
— |
|
|
10,663 |
|
Private offering and merger financing, net of equity issuance costs of $8123 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
22,686,326 |
|
|
2 |
|
|
216,875 |
|
|
— |
|
|
— |
|
|
216,877 |
|
Equity portion of convertible debt, net of deferred financing costs of $384, net of sponsor shares of $683, net of deferred tax liability of $3,999 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
12,240 |
|
|
— |
|
|
— |
|
|
12,240 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(24,453) |
|
|
(24,453) |
|
| Balance at December 31, 2021 |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
72,027,743
|
|
|
$ |
7
|
|
|
$ |
413,646
|
|
|
$ |
(3,331) |
|
|
$ |
(138,179) |
|
|
$ |
272,143
|
|
| Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, December 31, 2020 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(45,818) |
|
|
(300) |
|
|
(300) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
115 |
|
|
(3,835) |
|
|
(3,720) |
|
| Derecognition of shares |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
45,818 |
|
|
300 |
|
|
300 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(247) |
|
|
— |
|
|
(247) |
|
| Private offering and merger financing |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
(331) |
|
|
— |
|
|
— |
|
|
(331) |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(323) |
|
|
(323) |
|
| Total Adjustments |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
$ |
(331) |
|
|
$ |
(132) |
|
|
$ |
(4,158) |
|
|
$ |
(4,621) |
|
| As Revised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2020 |
7,756,158 |
|
|
77,562 |
|
|
7,862,107 |
|
|
78,621 |
|
|
9,090,975 |
|
|
90,910 |
|
|
2,520,368 |
|
|
16,502 |
|
|
263,595 |
|
|
|
30,281,520 |
|
|
3 |
|
|
135,616 |
|
|
(1,562) |
|
|
(117,561) |
|
|
16,496 |
|
| Derecognition of shares |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Accrued dividends payable |
765,609 |
|
|
7,656 |
|
|
824,076 |
|
|
8,241 |
|
|
692,543 |
|
|
6,925 |
|
|
— |
|
|
— |
|
|
22,822 |
|
|
|
— |
|
|
— |
|
|
(22,822) |
|
|
— |
|
|
— |
|
|
(22,822) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(1,901) |
|
|
— |
|
|
(1,901) |
|
| Share-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
200,426 |
|
|
— |
|
|
(1,856) |
|
|
— |
|
|
— |
|
|
(1,856) |
|
| Distributions to and conversions of preferred stock |
(8,521,767) |
|
|
(85,218) |
|
|
(8,686,183) |
|
|
(86,862) |
|
|
(9,783,518) |
|
|
(97,835) |
|
|
(2,520,368) |
|
|
(16,502) |
|
|
(286,417) |
|
|
|
7,120,368 |
|
|
1 |
|
|
56,502 |
|
|
— |
|
|
— |
|
|
56,503 |
|
CTAC shares recapitalized, net of equity issuance costs of $15,943 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
10,373,491 |
|
|
1 |
|
|
6,428 |
|
|
— |
|
|
— |
|
|
6,429 |
|
| Conversion of KORE warrants |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
1,365,612 |
|
|
— |
|
|
10,663 |
|
|
— |
|
|
— |
|
|
10,663 |
|
Private offering and merger financing, net of equity issuance costs of $8123 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
22,686,326 |
|
|
2 |
|
|
216,544 |
|
|
— |
|
|
— |
|
|
216,546 |
|
Equity portion of convertible debt, net of deferred financing costs of $384, net of sponsor shares of $683, net of deferred tax liability of $3,999 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
12,240 |
|
|
— |
|
|
— |
|
|
12,240 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(24,776) |
|
|
(24,776) |
|
| Balance at December 31, 2021 |
—
|
|
|
$ |
—
|
|
|
—
|
|
|
$ |
—
|
|
|
—
|
|
|
$ |
—
|
|
|
—
|
|
|
$ |
—
|
|
|
$ |
— |
|
|
|
72,027,743
|
|
|
$ |
7
|
|
|
$ |
413,315
|
|
|
$ |
(3,463) |
|
|
$ |
(142,337) |
|
|
$ |
267,522
|
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands USD)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
As Revised |
| Cash flows from operating activities |
|
|
|
|
|
| Net loss |
$ |
(24,453) |
|
$ |
(732) |
|
$ |
(457) |
|
$ |
866 |
|
$ |
(24,776) |
|
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities |
|
|
|
|
|
| Depreciation and amortization |
50,414 |
|
— |
|
— |
|
(83) |
|
50,331 |
|
| Amortization of deferred financing costs |
2,097 |
|
— |
|
— |
|
— |
|
2,097 |
|
| Amortization of discount on Backstop Notes |
424 |
|
— |
|
— |
|
— |
|
424 |
|
| Deferred income taxes |
(9,871) |
|
323 |
|
|
(143) |
|
(9,691) |
|
| Non-cash foreign currency loss |
344 |
|
— |
|
— |
|
— |
|
344 |
|
| Share-based compensation |
4,564 |
|
— |
|
— |
|
— |
|
4,564 |
|
| Provision for doubtful accounts |
322 |
|
— |
|
— |
|
— |
|
322 |
|
| Change in fair value of warrant liability |
(5,267) |
|
— |
|
— |
|
— |
|
(5,267) |
|
| Change in operating assets and liabilities, net of operating assets and liabilities acquired: |
|
|
|
|
|
| Accounts receivable |
(11,884) |
|
— |
|
— |
|
(218) |
|
(12,102) |
|
| Inventories |
(9,875) |
|
— |
|
— |
|
— |
|
(9,875) |
|
| Prepaid expenses and other receivables |
(1,700) |
|
— |
|
— |
|
456 |
|
(1,244) |
|
| Accounts payable and accrued liabilities |
(8,371) |
|
409 |
|
457 |
|
(914) |
|
(8,419) |
|
| Deferred revenue |
(805) |
|
— |
|
— |
|
— |
|
(805) |
|
| Income taxes payable |
(697) |
|
— |
|
— |
|
36 |
|
(661) |
|
| Cash used in operating activities |
$ |
(14,758) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(14,758) |
|
| Cash flows used in investing activities |
|
|
|
|
|
| Additions to intangible assets |
(9,247) |
|
— |
|
— |
|
— |
|
(9,247) |
|
| Additions to property and equipment |
(4,172) |
|
|
|
|
(4,172) |
|
| Net cash (used) in investing activities |
$ |
(13,419) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(13,419) |
|
| Cash flows from financing activities |
|
|
|
|
|
| Proceeds from revolving credit facility |
25,000 |
|
— |
|
— |
|
— |
|
25,000 |
|
| Repayment on revolving credit facility |
(25,000) |
|
— |
|
— |
|
— |
|
(25,000) |
|
| Repayment of term loan |
(3,161) |
|
— |
|
— |
|
— |
|
(3,161) |
|
| Repayment of other borrowings - notes payable |
(173) |
|
— |
|
— |
|
— |
|
(173) |
|
| Proceeds from convertible debt |
104,167 |
|
— |
|
— |
|
— |
|
104,167 |
|
| Proceeds from equity portion of convertible debt, net of issuance costs |
15,697 |
|
— |
|
— |
|
— |
|
15,697 |
|
| Payment of deferred financing costs |
(1,579) |
|
— |
|
— |
|
— |
|
(1,579) |
|
| Repayment of related party note |
(1,538) |
|
— |
|
— |
|
— |
|
(1,538) |
|
| Proceeds from CTAC and PIPE financing, net of issuance costs |
223,688 |
|
— |
|
— |
|
— |
|
223,688 |
|
| Settlements of preferred shares |
(229,915) |
|
— |
|
— |
|
— |
|
(229,915) |
|
| Payment of capital lease obligations |
(828) |
|
— |
|
— |
|
— |
|
(828) |
|
| Payment of stock option share employee withholding taxes |
(2,305) |
|
— |
|
— |
|
— |
|
(2,305) |
|
| Cash provided by/(used in) financing activities |
$ |
104,053
|
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
104,053
|
|
| Effect of Exchange Rate Change on Cash |
(226) |
|
— |
|
— |
|
— |
|
(226) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
As Revised |
| Change in Cash and Restricted Cash |
75,650 |
|
— |
|
— |
|
— |
|
75,650 |
|
| Cash and Restricted Cash, beginning of period |
10,693 |
|
— |
|
— |
|
— |
|
10,693 |
|
| Cash and Restricted Cash, end of period |
$ |
86,343
|
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
86,343
|
|
| Non-cash investing and financing activities: |
|
|
|
|
|
| Equity financing fees accrued |
$ |
3,602 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
3,602 |
|
| Common shares issued to preferred shareholders |
56,502 |
|
— |
|
— |
|
— |
|
56,502 |
|
| Equity financing fees settled in common shares |
1,863 |
|
— |
|
— |
|
— |
|
1,863 |
|
| Common shares issued to warrant holders |
10,663 |
|
— |
|
— |
|
— |
|
10,663 |
|
| Common shares issued to option holders pursuant to the Cancellation Agreements |
1,072 |
|
— |
|
— |
|
— |
|
1,072 |
|
| Sponsor shares distributed to lender under Backstop Agreement |
683 |
|
— |
|
— |
|
— |
|
683 |
|
| Supplemental cash flow information: |
|
|
|
|
|
| Interest paid |
$ |
19,874 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
19,874 |
|
| Taxes paid (net of refunds) |
957 |
|
— |
|
— |
|
— |
|
957 |
|
Quarterly Unaudited Financial StatementsAs discussed in Note 3, the Company determined that its unaudited interim consolidated financial statements for the quarterly and year-to-date periods ended March 31, 2022 and 2021, June 30, 2022 and 2021 and September 30, 2022 and 2021 were not materially misstated but should be revised. The following tables present the impact of the revisions on the unaudited interim consolidated financial statements.KORE Group Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands USD, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Assets |
|
|
|
|
|
| Current assets |
|
|
|
|
|
| Cash |
$ |
31,914 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
31,914 |
|
| Accounts receivable, net |
57,073 |
|
— |
|
— |
|
366 |
|
57,439 |
|
| Inventories, net |
12,069 |
|
— |
|
— |
|
(280) |
|
11,789 |
|
| Income taxes receivable |
1,239 |
|
— |
|
— |
|
(14) |
|
1,225 |
|
| Prepaid expenses and other current assets |
7,660 |
|
— |
|
— |
|
(386) |
|
7,274 |
|
| Total current assets |
$ |
109,955
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(314) |
|
$ |
109,641
|
|
| Non-current assets |
|
|
|
|
|
| Restricted cash |
370 |
|
— |
|
— |
|
— |
|
370 |
|
| Property and equipment, net |
12,167 |
|
— |
|
— |
|
— |
|
12,167 |
|
| Intangibles assets, net |
222,759 |
|
— |
|
— |
|
(903) |
|
221,856 |
|
| Goodwill |
426,700 |
|
— |
|
— |
|
1,453 |
|
428,153 |
|
| Operating lease right-of-use assets |
9,050 |
|
— |
|
— |
|
(485) |
|
8,565 |
|
| Other long-term assets |
401 |
|
— |
|
— |
|
— |
|
401 |
|
| Total assets |
$ |
781,402
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(249) |
|
$ |
781,153
|
|
| Liabilities and stockholders’ equity |
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
| Accounts payable |
$ |
19,901 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
19,901 |
|
| Accrued liabilities |
11,424 |
|
— |
|
— |
|
252 |
|
11,676 |
|
| Current portion of operating lease liabilities |
2,027 |
|
— |
|
— |
|
(384) |
|
1,643 |
|
| Income taxes payable |
959 |
|
— |
|
— |
|
(405) |
|
554 |
|
| Deferred revenue |
7,020 |
|
— |
|
— |
|
— |
|
7,020 |
|
| Current portion of long-term debt and other borrowings, net |
3,206 |
|
— |
|
— |
|
— |
|
3,206 |
|
| Total current liabilities |
$ |
44,537
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(537) |
|
$ |
44,000
|
|
| Non-current liabilities |
|
|
|
|
|
| Deferred tax liabilities |
36,443 |
|
1,627 |
|
— |
|
126 |
|
38,196 |
|
| Warrant liability |
259 |
|
— |
|
— |
|
— |
|
259 |
|
| Non-current portion of operating lease liabilities |
7,430 |
|
— |
|
— |
|
— |
|
7,430 |
|
| Long-term debt and other borrowings, net |
414,026 |
|
— |
|
— |
|
— |
|
414,026 |
|
| Other long-term liabilities |
3,624 |
|
2,112 |
|
1,335 |
|
313 |
|
7,384 |
|
| Total liabilities |
$ |
506,319
|
|
$ |
3,739
|
|
$ |
1,335
|
|
$ |
(98) |
|
$ |
511,295
|
|
| Stockholders’ equity |
|
|
|
|
|
| Common stock |
$ |
8 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
8 |
|
| Additional paid-in capital |
427,377 |
|
— |
|
— |
|
(331) |
|
427,046 |
|
| Accumulated other comprehensive loss |
(3,515) |
|
15 |
|
— |
|
(86) |
|
(3,586) |
|
| Accumulated deficit |
(148,787) |
|
(3,754) |
|
(1,335) |
|
266 |
|
(153,610) |
|
| Total stockholders’ equity |
$ |
275,083
|
|
$ |
(3,739) |
|
$ |
(1,335) |
|
$ |
(151) |
|
$ |
269,858
|
|
| Total liabilities and stockholders’ equity |
$ |
781,402
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(249) |
|
$ |
781,153
|
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands USD, except share and per share amounts) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
March 31, 2022 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Revenue |
|
|
|
|
|
| Services |
$ |
47,506 |
|
$ |
— |
|
$ |
— |
|
$ |
37 |
|
$ |
47,543 |
|
| Products |
21,435 |
|
— |
|
— |
|
— |
|
21,435 |
|
| Total revenue |
68,941
|
|
—
|
|
—
|
|
37
|
|
68,978
|
|
| Cost of revenue |
|
|
|
|
|
| Cost of services |
17,529 |
|
— |
|
— |
|
21 |
|
17,550 |
|
| Cost of products |
17,443 |
|
— |
|
— |
|
280 |
|
17,723 |
|
| Total cost of revenue (exclusive of depreciation and amortization shown separately below) |
34,972
|
|
—
|
|
—
|
|
301
|
|
35,273
|
|
| Operating expenses |
|
|
|
|
|
| Selling, general and administrative |
27,628 |
|
— |
|
79 |
|
10 |
|
27,717 |
|
| Depreciation and amortization |
13,196 |
|
— |
|
— |
|
(21) |
|
13,175 |
|
| Total operating expenses |
40,824
|
|
—
|
|
79
|
|
(11) |
|
40,892
|
|
| Operating income (loss) |
(6,855) |
|
—
|
|
(79) |
|
(253) |
|
(7,187) |
|
| Interest expense, including amortization of deferred financing costs, net |
6,624 |
|
— |
|
— |
|
— |
|
6,624 |
|
| Change in fair value of warrant liability |
(27) |
|
— |
|
— |
|
— |
|
(27) |
|
| Loss before income taxes |
(13,452) |
|
—
|
|
(79) |
|
(253) |
|
(13,784) |
|
| Income tax expense (benefit) |
(2,545) |
|
371 |
|
— |
|
(38) |
|
(2,212) |
|
| Net loss |
$ |
(10,907) |
|
$ |
(371) |
|
$ |
(79) |
|
$ |
(215) |
|
$ |
(11,572) |
|
| Loss per share: |
|
|
|
|
|
| Basic |
$(0.15) |
$(0.01) |
$0.00 |
$0.00 |
$(0.16) |
| Diluted |
$(0.15) |
$(0.01) |
$0.00 |
$0.00 |
$(0.16) |
| Weighted average number of shares outstanding: |
|
|
|
|
|
| Basic |
74,040,261 |
— |
|
— |
|
— |
|
74,040,261 |
|
| Diluted |
74,040,261 |
— |
|
— |
|
— |
|
74,040,261 |
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Loss
(In thousands USD) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
March 31, 2022 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Net loss |
$ |
(10,907) |
|
$ |
(371) |
|
$ |
(79) |
|
$ |
(215) |
|
$ |
(11,572) |
|
| Other comprehensive loss: |
|
|
|
|
|
| Foreign currency translation adjustment |
(184) |
|
61 |
|
— |
|
— |
|
(123) |
|
| Comprehensive loss |
$ |
(11,091) |
|
$ |
(310) |
|
$ |
(79) |
|
$ |
(215) |
|
$ |
(11,695) |
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(In thousands, USD, except share amounts) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional
paid-in capital |
|
Accumulated
Other
Comprehensive
Loss |
|
Accumulated
Deficit |
|
Total
Stockholders’
Equity |
|
Shares |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
| As Reported |
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2021 |
72,027,743
|
|
|
$ |
7
|
|
|
$ |
413,646
|
|
|
$ |
(3,331) |
|
|
$ |
(138,179) |
|
|
$ |
272,143
|
|
| Opening balance sheet adjustment (as previously reported) |
—
|
|
|
—
|
|
|
(11,613) |
|
|
— |
|
|
299 |
|
|
(11,314) |
|
| Balance at December 31, 2021 - Adjusted |
72,027,743
|
|
|
7
|
|
|
402,033
|
|
|
(3,331) |
|
|
(137,880) |
|
|
260,829
|
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
(184) |
|
|
— |
|
|
(184) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
2,050 |
|
|
— |
|
|
— |
|
|
2,050 |
|
| Common stock issued pursuant to acquisition |
4,212,246 |
|
|
1 |
|
|
23,294 |
|
|
— |
|
|
— |
|
|
23,295 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,907) |
|
|
(10,907) |
|
| Balance at March 31, 2022 |
76,239,989
|
|
|
$ |
8
|
|
|
$ |
427,377
|
|
|
$ |
(3,515) |
|
|
$ |
(148,787) |
|
|
$ |
275,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjustments |
|
|
|
|
|
|
|
|
|
|
|
| Balance, December 31, 2021 |
— |
|
|
— |
|
|
(331) |
|
|
(132) |
|
|
(4,158) |
|
|
(4,621) |
|
| March 31, 2022 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
61 |
|
|
— |
|
|
61 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(665) |
|
|
(665) |
|
| Total Adjustments - March 31, 2022 |
—
|
|
|
$ |
—
|
|
|
$ |
(331) |
|
|
$ |
(71) |
|
|
$ |
(4,823) |
|
|
$ |
(5,225) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| As Revised |
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2021 |
72,027,743 |
|
|
7 |
|
|
413,315 |
|
|
(3,463) |
|
|
(142,337) |
|
|
267,522 |
|
| Opening balance sheet adjustment (as previously reported) |
— |
|
|
— |
|
|
(11,613) |
|
|
— |
|
|
299 |
|
|
(11,314) |
|
| Balance at December 31, 2021 |
72,027,743
|
|
|
7
|
|
|
401,702
|
|
|
(3,463) |
|
|
(142,038) |
|
|
256,208
|
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
(123) |
|
|
— |
|
|
(123) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
2,050 |
|
|
— |
|
|
— |
|
|
2,050 |
|
| Common stock issued pursuant to acquisition |
4,212,246 |
|
|
1 |
|
|
23,294 |
|
|
— |
|
|
— |
|
|
23,295 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(11,572) |
|
|
(11,572) |
|
| Balance at March 31, 2022 |
76,239,989
|
|
|
$ |
8
|
|
|
$ |
427,046
|
|
|
$ |
(3,586) |
|
|
$ |
(153,610) |
|
|
$ |
269,858
|
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands USD) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
March 31, 2022 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Cash flows from operating activities |
|
|
|
|
|
| Net loss |
$ |
(10,907) |
|
$ |
(371) |
|
$ |
(79) |
|
$ |
(215) |
|
$ |
(11,572) |
|
| Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
| Depreciation and amortization |
13,196 |
|
— |
|
— |
|
(21) |
|
13,175 |
|
| Amortization of deferred financing costs |
587 |
|
— |
|
— |
|
— |
|
587 |
|
| Non-cash reduction to the operating lease right-of-use assets |
587 |
|
— |
|
— |
|
— |
|
587 |
|
| Deferred income taxes |
(3,851) |
|
196 |
|
— |
|
359 |
|
(3,296) |
|
| Non-cash foreign currency loss |
(3) |
|
— |
|
— |
|
— |
|
(3) |
|
| Share-based compensation |
2,050 |
|
— |
|
— |
|
— |
|
2,050 |
|
| Provision for doubtful accounts |
55 |
|
— |
|
— |
|
— |
|
55 |
|
| Change in fair value of warrant liability |
(27) |
|
— |
|
— |
|
— |
|
(27) |
|
| Change in operating assets and liabilities, net of operating assets and liabilities acquired: |
|
|
|
|
|
| Accounts receivable |
(2,580) |
|
— |
|
— |
|
(55) |
|
(2,635) |
|
| Inventories |
4,714 |
|
— |
|
— |
|
280 |
|
4,994 |
|
| Prepaid expenses and other receivables |
806 |
|
— |
|
— |
|
785 |
|
1,591 |
|
| Accounts payable and accrued liabilities |
(8,428) |
|
175 |
|
79 |
|
(337) |
|
(8,511) |
|
| Deferred revenue |
132 |
|
— |
|
— |
|
— |
|
132 |
|
| Income taxes payable |
199 |
|
— |
|
— |
|
(412) |
|
(213) |
|
| Operating lease liabilities |
(510) |
|
— |
|
— |
|
(384) |
|
(894) |
|
| Net cash used in operating activities |
$ |
(3,980) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(3,980) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
$ |
(48,503) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(48,503) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in financing activities |
$ |
(1,550) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(1,550) |
|
| Effect of Exchange Rate Change on Cash and Restricted Cash |
(26) |
|
— |
|
— |
|
— |
|
(26) |
|
| Change in Cash and Restricted Cash |
(54,059) |
|
— |
|
— |
|
— |
|
(54,059) |
|
| Cash and Restricted Cash, beginning of period |
86,343
|
|
—
|
|
—
|
|
—
|
|
86,343
|
|
| Cash and Restricted Cash, end of period |
$ |
32,284
|
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
32,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands USD, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2022 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Assets |
|
|
|
|
|
| Current assets |
|
|
|
|
|
| Cash |
$ |
40,441 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
40,441 |
|
| Accounts receivable, net |
50,767 |
|
— |
|
— |
|
277 |
|
51,044 |
|
| Inventories, net |
9,897 |
|
— |
|
— |
|
— |
|
9,897 |
|
| Income taxes receivable |
712 |
|
— |
|
— |
|
189 |
|
901 |
|
| Prepaid expenses and other receivables |
9,089 |
|
— |
|
— |
|
(386) |
|
8,703 |
|
| Total current assets |
110,906
|
|
—
|
|
—
|
|
80
|
|
110,986
|
|
| Non-current assets |
|
|
|
|
|
| Restricted cash |
363 |
|
— |
|
— |
|
— |
|
363 |
|
| Property and equipment, net |
11,890 |
|
— |
|
— |
|
— |
|
11,890 |
|
| Intangibles assets, net |
211,829 |
|
— |
|
— |
|
(883) |
|
210,946 |
|
| Goodwill |
426,126 |
|
— |
|
— |
|
1,453 |
|
427,579 |
|
| Operating lease right-of-use assets |
7,914 |
|
— |
|
— |
|
196 |
|
8,110 |
|
| Other long-term assets |
381 |
|
— |
|
— |
|
— |
|
381 |
|
| Total assets |
$ |
769,409
|
|
$ |
—
|
|
$ |
—
|
|
$ |
846
|
|
$ |
770,255
|
|
| Liabilities and stockholders’ equity |
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
| Accounts payable |
$ |
19,288 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
19,288 |
|
| Accrued liabilities |
15,348 |
|
— |
|
— |
|
312 |
|
15,660 |
|
| Current portion of operating lease liabilities |
1,764 |
|
— |
|
— |
|
212 |
|
1,976 |
|
| Income taxes payable |
502 |
|
— |
|
— |
|
(502) |
|
— |
|
| Deferred revenue |
7,698 |
|
— |
|
— |
|
(684) |
|
7,014 |
|
| Current portion of long-term debt and other borrowings, net |
3,165 |
|
— |
|
— |
|
— |
|
3,165 |
|
| Total current liabilities |
47,765
|
|
—
|
|
—
|
|
(662) |
|
47,103
|
|
| Non-current liabilities |
|
|
|
|
|
| Deferred tax liabilities |
32,618 |
|
1,801 |
|
— |
|
615 |
|
35,034 |
|
| Warrant liability |
153 |
|
— |
|
— |
|
— |
|
153 |
|
| Non-current portion of operating lease liabilities |
6,852 |
|
— |
|
— |
|
— |
|
6,852 |
|
| Long-term debt and other borrowings, net |
413,788 |
|
— |
|
— |
|
— |
|
413,788 |
|
| Other long-term liabilities |
4,349 |
|
2,102 |
|
1,414 |
|
264 |
|
8,129 |
|
| Total liabilities |
$ |
505,525
|
|
$ |
3,903
|
|
$ |
1,414
|
|
$ |
217
|
|
$ |
511,059
|
|
| Stockholders’ equity |
|
|
|
|
|
| Common stock |
$ |
8 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
8 |
|
| Additional paid-in capital |
429,878 |
|
— |
|
— |
|
(331) |
|
429,547 |
|
| Accumulated other comprehensive loss |
(6,074) |
|
201 |
|
— |
|
(86) |
|
(5,959) |
|
| Accumulated deficit |
(159,928) |
|
(4,104) |
|
(1,414) |
|
1,046 |
|
(164,400) |
|
| Total stockholders’ equity |
$ |
263,884
|
|
$ |
(3,903) |
|
$ |
(1,414) |
|
$ |
629
|
|
$ |
259,196
|
|
| Total liabilities and stockholders’ equity |
$ |
769,409
|
|
$ |
—
|
|
$ |
—
|
|
$ |
846
|
|
$ |
770,255
|
|
|
|
|
|
|
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands USD, except share and per share amounts) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
June 30, 2022 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Revenue |
|
|
|
|
|
| Services |
$ |
47,778 |
|
$ |
— |
|
$ |
— |
|
$ |
27 |
|
$ |
47,805 |
|
| Products |
22,575 |
|
— |
|
— |
|
541 |
|
23,116 |
|
| Total revenue |
70,353
|
|
—
|
|
—
|
|
568
|
|
70,921
|
|
| Cost of revenue |
|
|
|
|
|
| Cost of services |
16,577 |
|
— |
|
— |
|
33 |
|
16,610 |
|
| Cost of products |
17,298 |
|
— |
|
— |
|
(280) |
|
17,018 |
|
| Total cost of revenue (exclusive of depreciation and amortization shown separately below) |
33,875
|
|
—
|
|
—
|
|
(247) |
|
33,628
|
|
| Operating expenses |
|
|
|
|
|
| Selling, general and administrative |
29,413 |
|
— |
|
79 |
|
(85) |
|
29,407 |
|
| Depreciation and amortization |
13,774 |
|
— |
|
— |
|
(21) |
|
13,753 |
|
| Total operating expenses |
43,187
|
|
—
|
|
79
|
|
(106) |
|
43,160
|
|
| Operating income (loss) |
(6,709) |
|
—
|
|
(79) |
|
921
|
|
(5,867) |
|
| Interest expense, including amortization of deferred financing costs, net |
7,297 |
|
— |
|
— |
|
— |
|
7,297 |
|
| Change in fair value of warrant liability |
(106) |
|
— |
|
— |
|
— |
|
(106) |
|
| Loss before income taxes |
(13,900) |
|
—
|
|
(79) |
|
921
|
|
(13,058) |
|
| Income tax expense (benefit) |
(2,759) |
|
350 |
|
— |
|
141 |
|
(2,268) |
|
| Net loss |
$ |
(11,141) |
|
$ |
(350) |
|
$ |
(79) |
|
$ |
780
|
|
$ |
(10,790) |
|
| Loss per share: |
|
|
|
|
|
| Basic |
$(0.15) |
$0.00 |
$0.00 |
$0.01 |
$(0.14) |
| Diluted |
$(0.15) |
$0.00 |
$0.00 |
$0.01 |
$(0.14) |
| Weighted average number of shares outstanding: |
|
|
|
|
|
| Basic |
76,239,989 |
— |
|
— |
|
— |
|
76,239,989 |
| Diluted |
76,239,989 |
— |
|
— |
|
— |
|
76,239,989 |
|
|
|
|
|
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands USD, except share and per share amounts) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
June 30, 2022 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Revenue |
|
|
|
|
|
| Services |
$ |
95,284 |
|
$ |
— |
|
$ |
— |
|
$ |
64 |
|
$ |
95,348 |
|
| Products |
44,010 |
|
— |
|
— |
|
541 |
|
44,551 |
|
| Total revenue |
139,294
|
|
—
|
|
—
|
|
605
|
|
139,899
|
|
| Cost of revenue |
|
|
|
|
|
| Cost of services |
34,105 |
|
— |
|
— |
|
54 |
|
34,159 |
|
| Cost of products |
34,741 |
|
— |
|
— |
|
— |
|
34,741 |
|
| Total cost of revenue (exclusive of depreciation and amortization shown separately below) |
68,846
|
|
—
|
|
—
|
|
54
|
|
68,900
|
|
| Operating expenses |
|
|
|
|
|
| Selling, general and administrative |
57,042 |
|
— |
|
158 |
|
(75) |
|
57,125 |
|
| Depreciation and amortization |
26,970 |
|
— |
|
— |
|
(42) |
|
26,928 |
|
| Total operating expenses |
84,012
|
|
—
|
|
158
|
|
(117) |
|
84,053
|
|
| Operating income (loss) |
(13,564) |
|
—
|
|
(158) |
|
668
|
|
(13,054) |
|
| Interest expense, including amortization of deferred financing costs, net |
13,921 |
|
— |
|
— |
|
— |
|
13,921 |
|
| Change in fair value of warrant liability |
(133) |
|
— |
|
— |
|
— |
|
(133) |
|
| Loss before income taxes |
(27,352) |
|
—
|
|
(158) |
|
668
|
|
(26,842) |
|
| Income tax expense (benefit) |
(5,304) |
|
721 |
|
— |
|
103 |
|
(4,480) |
|
| Net loss |
$ |
(22,048) |
|
$ |
(721) |
|
$ |
(158) |
|
$ |
565
|
|
$ |
(22,362) |
|
| Loss per share: |
|
|
|
|
|
| Basic |
$(0.29) |
$(0.01) |
$0.00 |
$0.01 |
$(0.30) |
| Diluted |
$(0.29) |
$(0.01) |
$0.00 |
$0.01 |
$(0.30) |
| Weighted average number of shares outstanding: |
|
|
|
|
|
| Basic |
75,146,201 |
— |
|
— |
|
— |
|
75,146,201 |
|
| Diluted |
75,146,201 |
— |
|
— |
|
— |
|
75,146,201 |
|
|
|
|
|
|
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Loss
(In thousands USD) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
June 30, 2022 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Net loss |
$ |
(11,141) |
|
$ |
(350) |
|
$ |
(79) |
|
$ |
780
|
|
$ |
(10,790) |
|
| Other comprehensive loss: |
|
|
|
|
|
| Foreign currency translation adjustment |
(2,559) |
|
186 |
|
— |
|
— |
|
(2,373) |
|
| Comprehensive loss |
$ |
(13,700) |
|
$ |
(164) |
|
$ |
(79) |
|
$ |
780
|
|
$ |
(13,163) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
June 30, 2022 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Net loss |
$ |
(22,048) |
|
$ |
(721) |
|
$ |
(158) |
|
$ |
565
|
|
$ |
(22,362) |
|
| Other comprehensive loss: |
|
|
|
|
|
| Foreign currency translation adjustment |
(2,743) |
|
247 |
|
— |
|
— |
|
(2,496) |
|
| Comprehensive loss |
$ |
(24,791) |
|
$ |
(474) |
|
$ |
(158) |
|
$ |
565
|
|
$ |
(24,858) |
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(In thousands, USD, except share amounts) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional
paid-in capital |
|
Accumulated
Other
Comprehensive
Loss |
|
Accumulated
Deficit |
|
Total
Stockholders’
Equity |
|
Shares |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
| As Reported |
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2021 |
72,027,743
|
|
|
7
|
|
|
413,646
|
|
|
(3,331) |
|
|
(138,179) |
|
|
272,143
|
|
| Opening balance sheet adjustment (as previously reported) |
—
|
|
|
—
|
|
|
(11,613) |
|
|
— |
|
|
299 |
|
|
(11,314) |
|
| Balance at December 31, 2021 - Adjusted |
72,027,743
|
|
|
7
|
|
|
402,033
|
|
|
(3,331) |
|
|
(137,880) |
|
|
260,829
|
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
(184) |
|
|
— |
|
|
(184) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
2,050 |
|
|
— |
|
|
— |
|
|
2,050 |
|
| Common stock issued pursuant to acquisition |
4,212,246 |
|
|
1 |
|
|
23,294 |
|
|
— |
|
|
— |
|
|
23,295 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,907) |
|
|
(10,907) |
|
| Balance at March 31, 2022 |
76,239,989
|
|
|
8
|
|
|
427,377
|
|
|
(3,515) |
|
|
(148,787) |
|
|
275,083
|
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
(2,559) |
|
|
— |
|
|
(2,559) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
2,501 |
|
|
— |
|
|
— |
|
|
2,501 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(11,141) |
|
|
(11,141) |
|
| Balance at June 30, 2022 |
76,239,989
|
|
|
8
|
|
|
429,878
|
|
|
(6,074) |
|
|
(159,928) |
|
|
263,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjustments |
|
|
|
|
|
|
|
|
|
|
|
| Balance, December 31, 2021 |
— |
|
|
— |
|
|
(331) |
|
|
(132) |
|
|
(4,158) |
|
|
(4,621) |
|
| March 31, 2022 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
61 |
|
|
— |
|
|
61 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(665) |
|
|
(665) |
|
| Total Adjustments - March 31, 2022 |
—
|
|
|
—
|
|
|
(331) |
|
|
(71) |
|
|
(4,823) |
|
|
(5,225) |
|
| June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
186 |
|
|
— |
|
|
186 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
351 |
|
|
351 |
|
| Total Adjustments - June 30, 2022 |
—
|
|
|
—
|
|
|
(331) |
|
|
115
|
|
|
(4,472) |
|
|
(4,688) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| As Revised |
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2021 |
72,027,743 |
|
|
7 |
|
|
413,315 |
|
|
(3,463) |
|
|
(142,337) |
|
|
267,522 |
|
| Opening balance sheet adjustment (as previously reported) |
— |
|
|
— |
|
|
(11,613) |
|
|
— |
|
|
299 |
|
|
(11,314) |
|
| Balance at December 31, 2021 |
72,027,743
|
|
|
7
|
|
|
401,702
|
|
|
(3,463) |
|
|
(142,038) |
|
|
256,208
|
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
(123) |
|
|
— |
|
|
(123) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
2,050 |
|
|
— |
|
|
— |
|
|
2,050 |
|
| Common stock issued pursuant to acquisition |
4,212,246 |
|
|
1 |
|
|
23,294 |
|
|
— |
|
|
— |
|
|
23,295 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(11,572) |
|
|
(11,572) |
|
| Balance at March 31, 2022 |
76,239,989
|
|
|
8
|
|
|
427,046
|
|
|
(3,586) |
|
|
(153,610) |
|
|
269,858
|
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
(2,373) |
|
|
— |
|
|
(2,373) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
2,501 |
|
|
— |
|
|
— |
|
|
2,501 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,790) |
|
|
(10,790) |
|
| Balance at June 30, 2022 |
76,239,989
|
|
|
$ |
8
|
|
|
$ |
429,547
|
|
|
$ |
(5,959) |
|
|
$ |
(164,400) |
|
|
$ |
259,196
|
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands USD) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
June 30, 2022 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Cash flows from operating activities |
|
|
|
|
|
| Net loss |
$ |
(22,048) |
|
$ |
(721) |
|
$ |
(158) |
|
$ |
565 |
|
$ |
(22,362) |
|
| Adjustments to reconcile net loss to net cash provided by operating activities |
|
|
|
|
|
| Depreciation and amortization |
26,970 |
|
— |
|
— |
|
(42) |
|
26,928 |
|
| Amortization of deferred financing costs |
1,188 |
|
— |
|
— |
|
— |
|
1,188 |
|
| Non-cash reduction to the operating lease right-of-use assets |
1,129 |
|
— |
|
— |
|
— |
|
1,129 |
|
| Deferred income taxes |
(7,666) |
|
398 |
|
— |
|
847 |
|
(6,421) |
|
| Non-cash foreign currency loss |
489 |
|
— |
|
— |
|
— |
|
489 |
|
| Share-based compensation |
4,551 |
|
— |
|
— |
|
— |
|
4,551 |
|
| Provision for doubtful accounts |
183 |
|
— |
|
— |
|
— |
|
183 |
|
| Change in fair value of warrant liability |
(133) |
|
— |
|
— |
|
— |
|
(133) |
|
| Change in operating assets and liabilities, net of operating assets and liabilities acquired: |
|
|
|
|
|
| Accounts receivable |
2,421 |
|
— |
|
— |
|
33 |
|
2,454 |
|
| Inventories |
6,661 |
|
— |
|
— |
|
— |
|
6,661 |
|
| Prepaid expenses and other receivables |
(769) |
|
— |
|
— |
|
105 |
|
(664) |
|
| Accounts payable and accrued liabilities |
(2,674) |
|
323 |
|
158 |
|
(325) |
|
(2,518) |
|
| Deferred revenue |
872 |
|
— |
|
— |
|
(684) |
|
188 |
|
| Income taxes payable |
269 |
|
— |
|
— |
|
(711) |
|
(442) |
|
| Operating lease liabilities |
(752) |
|
— |
|
— |
|
212 |
|
(540) |
|
| Net cash provided by operating activities |
$ |
10,691
|
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
10,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
$ |
(53,201) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(53,201) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in financing activities |
$ |
(2,454) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(2,454) |
|
| Effect of exchange rate change on cash and restricted cash |
(575) |
|
— |
|
— |
|
— |
|
(575) |
|
| Change in cash and restricted cash |
(45,539) |
|
— |
|
— |
|
— |
|
(45,539) |
|
| Cash and restricted cash, beginning of period |
86,343 |
|
—
|
|
—
|
|
—
|
|
86,343 |
|
| Cash and restricted cash, end of period |
$ |
40,804
|
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
40,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KORE Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Temporary Equity and Stockholders’ Equity
(In thousands, USD, except share amounts) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred
Stock |
|
Series A-1
Preferred Stock |
|
Series B Preferred
Stock |
|
Series C Convertible
Preferred Stock |
|
Total
Temporary
Equity |
|
|
Common Stock |
|
Additional
paid-in
capital |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Accumulated
Deficit |
|
Total
Stockholders’
Equity |
|
Temporary Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Amount |
|
|
Shares |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
| As Reported |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2020 (as previously reported) |
7,756,158
|
|
|
$ |
77,562
|
|
|
7,862,107
|
|
|
$ |
78,621
|
|
|
9,090,975
|
|
|
$ |
90,910
|
|
|
2,566,186
|
|
|
$ |
16,802
|
|
|
$ |
263,895
|
|
|
|
30,281,520
|
|
|
$ |
3
|
|
|
$ |
135,616
|
|
|
$ |
(1,677) |
|
|
$ |
(113,726) |
|
|
$ |
20,216
|
|
| Accrued dividends payable |
248,622 |
|
|
2,486 |
|
|
266,558 |
|
|
2,666 |
|
|
224,161 |
|
|
2,241 |
|
|
— |
|
|
— |
|
|
7,393 |
|
|
|
— |
|
|
— |
|
|
(7,393) |
|
|
— |
|
|
— |
|
|
(7,393) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(900) |
|
|
— |
|
|
(900) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
315 |
|
|
— |
|
|
— |
|
|
315 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,081) |
|
|
(1,081) |
|
| Balance at March 31, 2021 |
8,004,780
|
|
|
80,048
|
|
|
8,128,665
|
|
|
81,287
|
|
|
9,315,136
|
|
|
93,151
|
|
|
2,566,186
|
|
|
16,802
|
|
|
271,288
|
|
|
|
30,281,520
|
|
|
3
|
|
|
128,538
|
|
|
(2,577) |
|
|
(114,807) |
|
|
11,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, December 31, 2020 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(45,818) |
|
|
(300) |
|
|
(300) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
115 |
|
|
(3,835) |
|
|
(3,720) |
|
| March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(918) |
|
|
(918) |
|
| Total Adjustments - March 31, 2021 |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,818) |
|
|
(300) |
|
|
(300) |
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
(4,753) |
|
|
(4,634) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As Revised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2020 |
7,756,158
|
|
|
77,562
|
|
|
7,862,107
|
|
|
78,621
|
|
|
9,090,975
|
|
|
90,910
|
|
|
2,520,368
|
|
|
16,502
|
|
|
263,595
|
|
|
|
30,281,520
|
|
|
3
|
|
|
135,616
|
|
|
(1,562) |
|
|
(117,561) |
|
|
16,496
|
|
| Accrued dividends payable |
248,622 |
|
|
2,486 |
|
|
266,558 |
|
|
2,666 |
|
|
224,161 |
|
|
2,241 |
|
|
— |
|
|
— |
|
|
7,393 |
|
|
|
— |
|
|
— |
|
|
(7,393) |
|
|
— |
|
|
— |
|
|
(7,393) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(896) |
|
|
— |
|
|
(896) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
315 |
|
|
— |
|
|
— |
|
|
315 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,999) |
|
|
(1,999) |
|
| Balance at March 31, 2021 |
8,004,780
|
|
|
$ |
80,048
|
|
|
8,128,665
|
|
|
$ |
81,287
|
|
|
9,315,136
|
|
|
$ |
93,151
|
|
|
2,520,368
|
|
|
$ |
16,502
|
|
|
$ |
270,988
|
|
|
|
30,281,520
|
|
|
$ |
3
|
|
|
$ |
128,538
|
|
|
$ |
(2,458) |
|
|
$ |
(119,560) |
|
|
$ |
6,523
|
|
KORE Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands USD) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
March 31, 2021 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Cash flows from operating activities |
|
|
|
|
|
| Net loss |
$ |
(1,081) |
|
$ |
(238) |
|
$ |
(114) |
|
$ |
(566) |
|
$ |
(1,999) |
|
| Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
| Depreciation and amortization |
13,114 |
|
— |
|
— |
|
(21) |
|
13,093 |
|
| Amortization of deferred financing costs |
524 |
|
— |
|
— |
|
— |
|
524 |
|
| Deferred income taxes |
(1,366) |
|
238 |
|
— |
|
(259) |
|
(1,387) |
|
| Non-cash foreign currency loss |
(70) |
|
— |
|
— |
|
— |
|
(70) |
|
| Share-based compensation |
315 |
|
— |
|
— |
|
— |
|
315 |
|
| Provision for doubtful accounts |
(18) |
|
— |
|
— |
|
— |
|
(18) |
|
| Change in fair value of warrant liability |
(2,424) |
|
— |
|
— |
|
— |
|
(2,424) |
|
| Change in operating assets and liabilities, net of operating assets and liabilities acquired: |
|
|
|
|
|
| Accounts receivable |
(1,855) |
|
— |
|
— |
|
(55) |
|
(1,910) |
|
| Inventories |
(878) |
|
— |
|
— |
|
— |
|
(878) |
|
| Prepaid expenses and other receivables |
(5,375) |
|
— |
|
— |
|
1,274 |
|
(4,101) |
|
| Accounts payable and accrued liabilities |
(13,311) |
|
— |
|
114 |
|
(365) |
|
(13,562) |
|
| Deferred revenue |
(81) |
|
— |
|
— |
|
— |
|
(81) |
|
| Income taxes payable |
186 |
|
— |
|
— |
|
(8) |
|
178 |
|
| Net cash used in operating activities |
$ |
(12,320) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(12,320) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
$ |
(3,091) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(3,091) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash provided financing activities |
$ |
18,291
|
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
18,291
|
|
| Effect of Exchange Rate Change on Cash and Restricted Cash |
(67) |
|
— |
|
— |
|
— |
|
(67) |
|
| Change in Cash and Restricted Cash |
2,813 |
|
— |
|
— |
|
— |
|
2,813 |
|
| Cash and Restricted Cash, beginning of period |
10,693
|
|
—
|
|
—
|
|
—
|
|
10,693
|
|
| Cash and Restricted Cash, end of period |
$ |
13,506
|
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
13,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KORE Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands, USD, except share amounts) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred
Stock |
|
Series A-1
Preferred Stock |
|
Series B Preferred
Stock |
|
Series C Convertible
Preferred Stock |
|
Total
Temporary
Equity |
|
|
Common Stock |
|
Additional
paid-in
capital |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Accumulated
Deficit |
|
Total
Stockholders’
Equity |
|
Temporary Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Amount |
|
|
Shares |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
| As Reported |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2020 |
7,756,158
|
|
|
$ |
77,562
|
|
|
7,862,107
|
|
|
$ |
78,621
|
|
|
9,090,975
|
|
|
$ |
90,910
|
|
|
2,566,186
|
|
|
$ |
16,802
|
|
|
$ |
263,895
|
|
|
|
30,281,520
|
|
|
$ |
3
|
|
|
$ |
135,616
|
|
|
$ |
(1,677) |
|
|
$ |
(113,726) |
|
|
$ |
20,216
|
|
| Accrued dividends payable |
248,622 |
|
|
2,486 |
|
|
266,558 |
|
|
2,666 |
|
|
224,161 |
|
|
2,241 |
|
|
— |
|
|
— |
|
|
7,393 |
|
|
|
— |
|
|
— |
|
|
(7,393) |
|
|
— |
|
|
— |
|
|
(7,393) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(900) |
|
|
— |
|
|
(900) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
315 |
|
|
— |
|
|
— |
|
|
315 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,081) |
|
|
(1,081) |
|
| Balance at March 31, 2021 |
8,004,780
|
|
|
80,048
|
|
|
8,128,665
|
|
|
81,287
|
|
|
9,315,136
|
|
|
93,151
|
|
|
2,566,186
|
|
|
16,802
|
|
|
271,288
|
|
|
|
30,281,520
|
|
|
3
|
|
|
128,538
|
|
|
(2,577) |
|
|
(114,807) |
|
|
11,157
|
|
| Derecognition of shares |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(45,818) |
|
|
(300) |
|
|
(300) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Accrued dividends payable |
251,385 |
|
|
2,514 |
|
|
269,520 |
|
|
2,695 |
|
|
232,240 |
|
|
2,323 |
|
|
— |
|
|
— |
|
|
7,532 |
|
|
|
— |
|
|
— |
|
|
(7,532) |
|
|
— |
|
|
— |
|
|
(7,532) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
743 |
|
|
— |
|
|
743 |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
315 |
|
|
— |
|
|
— |
|
|
315 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,885) |
|
|
(6,885) |
|
| Balance at June 30, 2021 |
8,256,165
|
|
|
82,562
|
|
|
8,398,185
|
|
|
83,982
|
|
|
9,547,376
|
|
|
95,474
|
|
|
2,520,368
|
|
|
16,502
|
|
|
278,520
|
|
|
|
30,281,520
|
|
|
3
|
|
|
121,321
|
|
|
(1,834) |
|
|
(121,692) |
|
|
(2,202) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, December 31, 2020 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(45,818) |
|
|
(300) |
|
|
(300) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
115 |
|
|
(3,835) |
|
|
(3,720) |
|
| March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(918) |
|
|
(918) |
|
| Total Adjustments - March 31, 2021 |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,818) |
|
|
(300) |
|
|
(300) |
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
(4,753) |
|
|
(4,634) |
|
| June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Derecognition of shares |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
45,818 |
|
|
300 |
|
|
300 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(325) |
|
|
— |
|
|
(325) |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
683 |
|
|
683 |
|
| Total Adjustments - June 30, 2021 |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(206) |
|
|
(4,070) |
|
|
(4,276) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As Revised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2020 |
7,756,158
|
|
|
77,562
|
|
|
7,862,107
|
|
|
78,621
|
|
|
9,090,975
|
|
|
90,910
|
|
|
2,520,368
|
|
|
16,502
|
|
|
263,595
|
|
|
|
30,281,520
|
|
|
3
|
|
|
135,616
|
|
|
(1,562) |
|
|
(117,561) |
|
|
16,496
|
|
| Accrued dividends payable |
248,622 |
|
|
2,486 |
|
|
266,558 |
|
|
2,666 |
|
|
224,161 |
|
|
2,241 |
|
|
— |
|
|
— |
|
|
7,393 |
|
|
|
— |
|
|
— |
|
|
(7,393) |
|
|
— |
|
|
— |
|
|
(7,393) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(896) |
|
|
— |
|
|
(896) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
315 |
|
|
— |
|
|
— |
|
|
315 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,999) |
|
|
(1,999) |
|
| Balance at March 31, 2021 |
8,004,780
|
|
|
80,048
|
|
|
8,128,665
|
|
|
81,287
|
|
|
9,315,136
|
|
|
93,151
|
|
|
2,520,368
|
|
|
16,502
|
|
|
270,988
|
|
|
|
30,281,520
|
|
|
3
|
|
|
128,538
|
|
|
(2,458) |
|
|
(119,560) |
|
|
6,523
|
|
| Accrued dividends payable |
251,385 |
|
|
2,514 |
|
|
269,520 |
|
|
2,695 |
|
|
232,240 |
|
|
2,323 |
|
|
— |
|
|
— |
|
|
7,532 |
|
|
|
— |
|
|
— |
|
|
(7,532) |
|
|
— |
|
|
— |
|
|
(7,532) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
418 |
|
|
— |
|
|
418 |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
315 |
|
|
— |
|
|
— |
|
|
315 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,202) |
|
|
(6,202) |
|
| Balance at June 30, 2021 |
8,256,165
|
|
|
$ |
82,562
|
|
|
8,398,185
|
|
|
$ |
83,982
|
|
|
9,547,376
|
|
|
$ |
95,474
|
|
|
2,520,368
|
|
|
$ |
16,502
|
|
|
$ |
278,520
|
|
|
|
30,281,520
|
|
|
$ |
3
|
|
|
$ |
121,321
|
|
|
$ |
(2,040) |
|
|
$ |
(125,762) |
|
|
$ |
(6,478) |
|
KORE Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands USD) (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
June 30, 2021 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Cash flows from operating activities |
|
|
|
|
|
| Net loss |
$ |
(7,966) |
|
$ |
(403) |
|
$ |
(228) |
|
$ |
396 |
|
$ |
(8,201) |
|
| Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
| Depreciation and amortization |
25,507 |
|
— |
|
— |
|
(42) |
|
25,465 |
|
| Amortization of deferred financing costs |
1,047 |
|
— |
|
— |
|
— |
|
1,047 |
|
| Deferred income taxes |
(4,308) |
|
237 |
|
— |
|
694 |
|
(3,377) |
|
| Non-cash foreign currency loss |
77 |
|
— |
|
— |
|
— |
|
77 |
|
| Share-based compensation |
630 |
|
— |
|
— |
|
— |
|
630 |
|
| Provision for doubtful accounts |
11 |
|
— |
|
— |
|
— |
|
11 |
|
| Change in fair value of warrant liability |
(2,383) |
|
— |
|
— |
|
— |
|
(2,383) |
|
| Change in operating assets and liabilities, net of operating assets and liabilities acquired: |
|
|
|
|
|
| Accounts receivable |
(7,049) |
|
— |
|
— |
|
(109) |
|
(7,158) |
|
| Inventories |
(4,089) |
|
— |
|
— |
|
— |
|
(4,089) |
|
| Prepaid expenses and other receivables |
(9,016) |
|
— |
|
— |
|
(109) |
|
(9,125) |
|
| Accounts payable and accrued liabilities |
(6,103) |
|
166 |
|
228 |
|
(563) |
|
(6,272) |
|
| Deferred revenue |
(671) |
|
— |
|
— |
|
— |
|
(671) |
|
| Income taxes payable |
(32) |
|
— |
|
— |
|
(267) |
|
(299) |
|
| Net cash used in operating activities |
$ |
(14,345) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(14,345) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
$ |
(5,973) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(5,973) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash provided by financing activities |
$ |
18,375
|
|
|
|
$ |
—
|
|
$ |
18,375
|
|
| Effect of exchange rate change on cash and restricted cash |
(82) |
|
— |
|
— |
|
— |
|
(82) |
|
| Change in cash and restricted cash |
(2,025) |
|
— |
|
— |
|
— |
|
(2,025) |
|
| Cash and restricted cash, beginning of period |
10,693
|
|
—
|
|
—
|
|
—
|
|
10,693
|
|
| Cash and restricted cash, end of period |
$ |
8,668
|
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
8,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity (Unaudited)
(In thousands, USD)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred |
|
Series A-1 |
|
Series B Preferred |
|
Series C Convertible |
|
Total |
|
|
Common Stock |
|
Additional |
|
Accumulated |
|
Accumulated |
|
Total |
|
Stock |
Preferred Stock |
Stock |
Preferred Stock |
Temporary |
|
paid-in |
Other |
Deficit |
Stockholders’ |
|
|
|
|
|
Equity |
|
capital |
Comprehensive |
|
Equity |
|
|
|
|
|
|
|
|
Income (Loss) |
|
|
|
Temporary Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Amount |
|
|
Shares |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
|
Amount |
| As Reported |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2020 |
7,756,158
|
|
|
$ |
77,562
|
|
|
7,862,107
|
|
|
$ |
78,621
|
|
|
9,090,975
|
|
|
$ |
90,910
|
|
|
2,566,186
|
|
|
$ |
16,802
|
|
|
$ |
263,895
|
|
|
|
30,281,520
|
|
|
$ |
3
|
|
|
$ |
135,616
|
|
|
$ |
(1,677) |
|
|
$ |
(113,726) |
|
|
$ |
20,216
|
|
| Accrued dividends payable |
248,622 |
|
|
2,486 |
|
|
266,558 |
|
|
2,666 |
|
|
224,161 |
|
|
2,241 |
|
|
— |
|
|
— |
|
|
7,393 |
|
|
|
— |
|
|
— |
|
|
(7,393) |
|
|
— |
|
|
— |
|
|
(7,393) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(900) |
|
|
— |
|
|
(900) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
315 |
|
|
— |
|
|
— |
|
|
315 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,081) |
|
|
(1,081) |
|
| Balance at March 31, 2021 |
8,004,780
|
|
|
80,048
|
|
|
8,128,665
|
|
|
81,287
|
|
|
9,315,136
|
|
|
93,151
|
|
|
2,566,186
|
|
|
16,802
|
|
|
271,288
|
|
|
|
30,281,520
|
|
|
3
|
|
|
128,538
|
|
|
(2,577) |
|
|
(114,807) |
|
|
11,157
|
|
| Derecognition of shares |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(45,818) |
|
|
(300) |
|
|
(300) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Accrued dividends payable |
251,385 |
|
|
2,514 |
|
|
269,520 |
|
|
2,695 |
|
|
232,240 |
|
|
2,323 |
|
|
— |
|
|
— |
|
|
7,532 |
|
|
|
— |
|
|
— |
|
|
(7,532) |
|
|
— |
|
|
— |
|
|
(7,532) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
743 |
|
|
— |
|
|
743 |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
315 |
|
|
— |
|
|
— |
|
|
315 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,885) |
|
|
(6,885) |
|
| Balance at June 30, 2021 |
8,256,165 |
|
|
82,562 |
|
|
8,398,185 |
|
|
83,982 |
|
|
9,547,376 |
|
|
95,474 |
|
|
2,520,368 |
|
|
16,502 |
|
|
278,520 |
|
|
|
30,281,520 |
|
|
3 |
|
|
121,321 |
|
|
(1,834) |
|
|
(121,692) |
|
|
(2,202) |
|
| Accrued dividends payable |
265,602 |
|
|
2,656 |
|
|
287,998 |
|
|
2,880 |
|
|
236,142 |
|
|
2,361 |
|
|
— |
|
|
— |
|
|
7,897 |
|
|
|
— |
|
|
— |
|
|
(7,897) |
|
|
— |
|
|
— |
|
|
(7,897) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(1,322) |
|
|
— |
|
|
(1,322) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
(3,519) |
|
|
— |
|
|
— |
|
|
(3,519) |
|
| Distributions to and conversions of preferred stock |
(8,521,767) |
|
|
(85,218) |
|
|
(8,686,183) |
|
|
(86,862) |
|
|
(9,783,518) |
|
|
(97,835) |
|
|
(2,520,368) |
|
|
(16,502) |
|
|
(286,417) |
|
|
|
7,120,368 |
|
|
1 |
|
|
56,502 |
|
|
— |
|
|
— |
|
|
56,503 |
|
CTAC shares recapitalized, net of equity issuance costs of $15,912 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
10,373,491 |
|
|
1 |
|
|
6,456 |
|
|
— |
|
|
— |
|
|
6,457 |
|
| Conversion of KORE warrants |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
1,365,612 |
|
|
|
|
10,663 |
|
|
— |
|
|
— |
|
|
10,663 |
|
Private offering and merger financing, net of equity issuance costs of $7,718 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
22,686,326 |
|
|
2 |
|
|
217,280 |
|
|
— |
|
|
— |
|
|
217,282 |
|
Equity portion of convertible debt, net of issuance costs of $224 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
12,510 |
|
|
— |
|
|
— |
|
|
12,510 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(4,508) |
|
|
(4,508) |
|
| Balance at September 30, 2021 |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
71,827,317 |
|
|
7 |
|
|
413,316 |
|
|
(3,156) |
|
|
(126,200) |
|
|
283,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, December 31, 2020 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(45,818) |
|
|
(300) |
|
|
(300) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
115 |
|
|
(3,835) |
|
|
(3,720) |
|
| March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(918) |
|
|
(918) |
|
| Total Adjustments - March 31, 2021 |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,818) |
|
|
(300) |
|
|
(300) |
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
(4,753) |
|
|
(4,634) |
|
| June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derecognition of shares |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
45,818 |
|
|
300 |
|
|
300 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(325) |
|
|
— |
|
|
(325) |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
683 |
|
|
683 |
|
| Total Adjustments - June 30, 2021 |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(206) |
|
|
(4,070) |
|
|
(4,276) |
|
| September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
67 |
|
|
— |
|
|
67 |
|
| Private offering and merger financing |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
(331) |
|
|
— |
|
|
— |
|
|
(331) |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
135 |
|
|
135 |
|
| Total Adjustments - September 30, 2021 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
(331) |
|
|
(139) |
|
|
(3,935) |
|
|
(4,405) |
|
| As Revised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2020 |
7,756,158
|
|
|
77,562
|
|
|
7,862,107
|
|
|
78,621
|
|
|
9,090,975
|
|
|
90,910
|
|
|
2,520,368
|
|
|
16,502
|
|
|
263,595
|
|
|
|
30,281,520
|
|
|
3
|
|
|
135,616
|
|
|
(1,562) |
|
|
(117,561) |
|
|
16,496
|
|
| Accrued dividends payable |
248,622 |
|
|
2,486 |
|
|
266,558 |
|
|
2,666 |
|
|
224,161 |
|
|
2,241 |
|
|
— |
|
|
— |
|
|
7,393 |
|
|
|
— |
|
|
— |
|
|
(7,393) |
|
|
— |
|
|
— |
|
|
(7,393) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(896) |
|
|
— |
|
|
(896) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
315 |
|
|
— |
|
|
— |
|
|
315 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,999) |
|
|
(1,999) |
|
| Balance at March 31, 2021 |
8,004,780
|
|
|
80,048
|
|
|
8,128,665
|
|
|
81,287
|
|
|
9,315,136
|
|
|
93,151
|
|
|
2,520,368
|
|
|
16,502
|
|
|
270,988
|
|
|
|
30,281,520
|
|
|
3
|
|
|
128,538
|
|
|
(2,458) |
|
|
(119,560) |
|
|
6,523
|
|
| Accrued dividends payable |
251,385 |
|
|
2,514 |
|
|
269,520 |
|
|
2,695 |
|
|
232,240 |
|
|
2,323 |
|
|
— |
|
|
— |
|
|
7,532 |
|
|
|
— |
|
|
— |
|
|
(7,532) |
|
|
— |
|
|
— |
|
|
(7,532) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
418 |
|
|
— |
|
|
418 |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
315 |
|
|
— |
|
|
— |
|
|
315 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,202) |
|
|
(6,202) |
|
| Balance at June 30, 2021 |
8,256,165
|
|
|
82,562
|
|
|
8,398,185
|
|
|
83,982
|
|
|
9,547,376
|
|
|
95,474
|
|
|
2,520,368
|
|
|
16,502
|
|
|
278,520
|
|
|
|
30,281,520
|
|
|
3
|
|
|
121,321
|
|
|
(2,040) |
|
|
(125,762) |
|
|
(6,478) |
|
| Accrued dividends payable |
265,602 |
|
|
2,656 |
|
|
287,998 |
|
|
2,880 |
|
|
236,142 |
|
|
2,361 |
|
|
— |
|
|
— |
|
|
7,897 |
|
|
|
— |
|
|
— |
|
|
(7,897) |
|
|
— |
|
|
— |
|
|
(7,897) |
|
| Foreign currency translation adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(1,255) |
|
|
— |
|
|
(1,255) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
(3,519) |
|
|
— |
|
|
— |
|
|
(3,519) |
|
| Distributions to and conversions of preferred stock |
(8,521,767) |
|
|
(85,218) |
|
|
(8,686,183) |
|
|
(86,862) |
|
|
(9,783,518) |
|
|
(97,835) |
|
|
(2,520,368) |
|
|
(16,502) |
|
|
(286,417) |
|
|
|
7,120,368 |
|
|
1 |
|
|
56,502 |
|
|
— |
|
|
— |
|
|
56,503 |
|
CTAC shares recapitalized, net of equity issuance costs of $15,912 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
10,373,491 |
|
|
1 |
|
|
6,456 |
|
|
— |
|
|
— |
|
|
6,457 |
|
| Conversion of KORE warrants |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
1,365,612 |
|
|
— |
|
|
10,663 |
|
|
— |
|
|
— |
|
|
10,663 |
|
Private offering and merger financing, net of equity issuance costs of $7,718 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
22,686,326 |
|
|
2 |
|
|
216,949 |
|
|
— |
|
|
— |
|
|
216,951 |
|
Equity portion of convertible debt, net of issuance costs of $224 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
12,510 |
|
|
— |
|
|
— |
|
|
12,510 |
|
| Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(4,373) |
|
|
(4,373) |
|
| Balance at September 30, 2021 |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
71,827,317
|
|
|
$ |
7
|
|
|
$ |
412,985
|
|
|
$ |
(3,295) |
|
|
$ |
(130,135) |
|
|
$ |
279,562
|
|
KORE Group Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(In thousands USD)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For nine months ended |
|
September 30, 2021 |
|
As previously reported |
Income tax adjustments |
Indirect tax adjustments |
Other adjustments |
Revised |
| Cash flows from operating activities |
|
|
|
|
|
| Net loss |
$ |
(12,474) |
|
$ |
(702) |
|
$ |
(342) |
|
$ |
944 |
|
$ |
(12,574) |
|
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities |
|
|
|
|
|
| Depreciation and amortization |
37,947 |
|
— |
|
— |
|
(63) |
|
37,884 |
|
| Amortization of deferred financing costs |
1,569 |
|
— |
|
— |
|
— |
|
1,569 |
|
| Deferred income taxes |
(8,197) |
|
293 |
|
— |
|
463 |
|
(7,441) |
|
| Non-cash foreign currency loss (gain) |
(163) |
|
— |
|
— |
|
— |
|
(163) |
|
| Stock-based compensation |
4,564 |
|
— |
|
— |
|
— |
|
4,564 |
|
| Provision for doubtful accounts |
117 |
|
— |
|
— |
|
— |
|
117 |
|
| Change in fair value of warrant liability |
(5,281) |
|
— |
|
— |
|
— |
|
(5,281) |
|
| Change in operating assets and liabilities, net of operating assets and liabilities acquired: |
|
|
|
|
|
| Accounts receivable |
(12,792) |
|
— |
|
— |
|
(164) |
|
(12,956) |
|
| Inventories |
(6,461) |
|
— |
|
— |
|
— |
|
(6,461) |
|
| Prepaid expenses and other current assets |
(5,054) |
|
— |
|
— |
|
(51) |
|
(5,105) |
|
| Accounts payable and accrued liabilities |
(2,366) |
|
409 |
|
342 |
|
(749) |
|
(2,364) |
|
| Deferred revenue |
(911) |
|
— |
|
— |
|
— |
|
(911) |
|
| Income taxes payable |
63 |
|
— |
|
— |
|
(380) |
|
(317) |
|
|
|
|
|
|
|
| Net cash used in operating activities |
$ |
(9,439) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(9,439) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
$ |
(9,782) |
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
(9,782) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash provided by financing activities |
$ |
81,772
|
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
81,772
|
|
| Effect of exchange rate change on cash |
(188) |
|
|
|
|
(188) |
|
| Change in cash and restricted cash |
62,363 |
|
— |
|
— |
|
— |
|
62,363 |
|
| Cash and restricted cash, beginning of period |
$ |
10,693
|
|
—
|
|
—
|
|
—
|
|
$ |
10,693 |
|
| Cash and restricted cash, end of period |
$ |
73,056
|
|
$ |
—
|
|
$ |
—
|
|
$ |
—
|
|
$ |
73,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|