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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 10-Q
_____________________________
(Mark One)
| | | | | |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2024
OR
| | | | | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-40856
_____________________________
KORE Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
_____________________________
| | | | | |
Delaware | 86-3078783 |
(State of incorporation) | (I.R.S. Employer Identification No.) |
| |
3 Ravinia Drive, Suite 500, Atlanta, GA | 30346 |
(Address of principal executive office) | (Zip code) |
877-710-5673
Registrant’s telephone number, including area code
_____________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, $0.0001 par value per share | | KORE | | New York Stock Exchange |
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 o
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 o
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 | o | | Accelerated filer | o |
Non-accelerated filer | x | | Smaller reporting company | x |
| | | Emerging growth company | x |
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of November 18, 2024, there were 17,008,356 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.
EXPLANATORY NOTE
KORE Group Holdings, Inc. (the “Company”) filed Amendment No. 1 on Form 10-Q/A (the “Amended Form 10-Q”) to amend and restate certain items in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 on November 19, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024 (the “Original Form 10-Q”).
Restatement Background
As previously disclosed in Item 4.02 the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2024, subsequent to the filing of the Original Form 10-Q for the quarter ended June 30, 2024, the Company identified an error related to the calculation of the goodwill impairment which was reflected in the Company’s Unaudited Condensed Consolidated Financial Statements as of and for the three and six month periods ended June 30, 2024 (the “Affected Period”). As a result of this calculation error in the second quarter of 2024, “Operating loss” for the three and six month periods ended June 30, 2024 was understated by $17.7 million in the Company’s Unaudited Condensed Consolidated Statements of Operations, and at the same time, “Goodwill” as of June 30, 2024 was overstated by the same amount in the Company’s Unaudited Condensed Consolidated Balance Sheet for the Affected Period included within the Original Form 10-Q (together, these adjustments are referred to as the “Restatement Adjustments”).
Additionally, as of and for the three and six months ended June 30, 2024, the Company identified other immaterial errors that have also been corrected with this filing (together, referred to as the “Immaterial Error Corrections”. The primary immaterial error that the Company identified was an error related to goodwill impairment and deferred taxes recorded at the goodwill impairment dates of the third quarter of 2023 and at year-end 2022. This accounting error occurred due to the need for a “simultaneous equation” that was required to be performed to accurately reflect the fact that the goodwill impairment occurred when the Company had tax deductible goodwill. In such cases, a simultaneous equation must be performed in order to properly reflect the balances of the remaining goodwill, deferred taxes, and impairment expense, to avoid increasing the value of the Company higher than the fair value used in the impairment calculation, as impairment expense decreases a deferred tax liability in the absence of controlling for that effect by performing a simultaneous equation in the calculation of impairment. Management evaluated the effect of the error on the quarterly condensed consolidated financial statements for the second quarter of 2024, the condensed consolidated quarterly and consolidated annual financial statements for 2023, and the annual consolidated financial statements for 2022, and concluded the error was not material. As a result, in the second quarter of 2024, the Company recorded an out of period adjustment to record an additional goodwill impairment of $2.8 million as of and for the period ended June 30, 2024, as a net result of additional goodwill impairment from prior periods increased by the deferred income tax effect.
On November 11, 2024 (the “Determination Date”), the Company’s management, in consultation with the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), and in consultation with the Company’s independent registered public accounting firm, BDO USA, P.C., concluded that the Company’s previously issued Unaudited Condensed Consolidated Financial Statements for the Affected Period, as filed within the Original Form 10-Q, should no longer be relied upon. Accordingly, the Company concluded as of the Determination Date that such statements should be restated to correct the error in the calculation of the goodwill impairment as described in the preceding paragraph and the other identified immaterial errors.
The calculation errors in the Unaudited Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2024 did not impact “Revenue,” “Cost of revenue,” management incentive compensation, or any disclosed non-GAAP metrics, including Adjusted EBITDA; however, the calculation errors impacted the total goodwill impairment and operating expenses recognized for the nine months ended September 30, 2024, and also impacted the beginning equity balance on the statement of stockholders’ equity for the three months ended September 30, 2024.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
KORE Group Holdings, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except share and per share data)
| | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
ASSETS |
Current assets: | | | |
Cash | $ | 18,607 | | | $ | 27,137 | |
Accounts receivable, net | 45,812 | | | 52,413 | |
Inventories, net | 7,554 | | | 8,215 | |
Prepaid expenses and other current assets | 11,501 | | | 14,222 | |
Total current assets | 83,474 | | | 101,987 | |
Noncurrent assets: | | | |
Restricted cash | 302 | | | 300 | |
Property and equipment, net | 9,513 | | | 10,956 | |
Intangible assets, net | 138,738 | | | 167,587 | |
Goodwill | 228,841 | | | 294,974 | |
Operating lease right-of-use assets | 8,874 | | | 9,367 | |
Other non-current assets | 4,173 | | | 1,813 | |
Total assets | $ | 473,915 | | | $ | 586,984 | |
| | | |
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
Current liabilities: | | | |
Accounts payable | $ | 22,685 | | | $ | 23,983 | |
Accrued liabilities | 25,287 | | | 23,421 | |
Current portion of operating lease liabilities | 1,521 | | | 1,446 | |
Deferred revenue | 7,794 | | | 9,044 | |
Current portion of long-term debt and other borrowings, net | 1,850 | | | 2,411 | |
Warrant liabilities to affiliates | 5,315 | | | 11,664 | |
Total current liabilities | 64,452 | | | 71,969 | |
Noncurrent liabilities: | | | |
Operating lease liabilities | 8,721 | | | 9,446 | |
Long-term debt and other borrowings, net | 295,761 | | | 296,109 | |
Deferred income tax liabilities, net | 6,299 | | | 13,795 | |
Accrued interest due to affiliate | 18,193 | | | 2,530 | |
Mandatorily redeemable preferred stock due to affiliate, net | 142,491 | | | 141,594 | |
Other liabilities | 15,235 | | | 14,568 | |
Total liabilities | 551,152 | | | 550,011 | |
Commitments and Contingencies | | | |
Stockholders’ (deficit) equity: | | | |
Common stock, voting, par value $0.0001 per share; 315,000,000 shares authorized; 18,112,169 shares issued and 16,919,432 outstanding as of September 30, 2024, and 17,476,530 shares issued and 16,476,530 outstanding as of December 31, 2023 | 8 | | | 8 | |
Additional paid-in capital | 467,480 | | | 461,069 | |
Accumulated other comprehensive loss | (5,632) | | | (6,070) | |
Accumulated deficit | (535,908) | | | (415,280) | |
Treasury stock, at cost, 1,192,737 shares as of September 30, 2024, and 1,000,000 shares as of December 31, 2023 | (3,185) | | | (2,754) | |
Total stockholders’ (deficit) equity | (77,237) | | | 36,973 | |
Total liabilities and stockholders’ (deficit) equity | $ | 473,915 | | | $ | 586,984 | |
See accompanying notes to condensed consolidated financial statements
4
KORE Group Holdings, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
(In thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, | |
| 2024 | | 2023 | | 2024 | | 2023 | |
Revenue | | | | | | | | |
Services | $ | 58,204 | | | $ | 57,046 | | | $ | 175,162 | | | $ | 155,619 | | |
Products | 10,716 | | | 11,587 | | | 37,601 | | | 48,525 | | |
Total revenue | 68,920 | | | 68,633 | | | 212,763 | | | 204,144 | | |
Cost of revenue | | | | | | | | |
Services | 22,951 | | | 22,794 | | | 69,816 | | | 57,405 | | |
Products | 7,768 | | | 8,202 | | | 24,361 | | | 35,624 | | |
Total cost of revenue (exclusive of depreciation and amortization shown separately below) | 30,719 | | | 30,996 | | | 94,177 | | | 93,029 | | |
Operating expenses | | | | | | | | |
Selling, general, and administrative expenses | 29,458 | | | 32,610 | | | 99,702 | | | 95,040 | | |
Selling, general, and administrative expenses incurred with affiliates | 155 | | | 168 | | | 484 | | | 830 | | |
Depreciation and amortization | 14,214 | | | 14,457 | | | 42,243 | | | 43,094 | | |
Goodwill impairment | — | | | 78,255 | | | 65,864 | | | 78,255 | | |
Total operating expenses | 43,827 | | | 125,490 | | | 208,293 | | | 217,219 | | |
Operating loss | (5,626) | | | (87,853) | | | (89,707) | | | (106,104) | | |
Other expense (income) | | | | | | | | |
Interest expense, including amortization of deferred financing costs | 7,844 | | | 10,483 | | | 23,573 | | | 31,109 | | |
Interest expense incurred with affiliate, including amortization of deferred financing costs | 5,427 | | | — | | | 15,663 | | | — | | |
Interest income | (212) | | | (209) | | | (887) | | | (438) | | |
Change in fair value of warrant liabilities to affiliates | 337 | | | (14) | | | (6,349) | | | (14) | | |
Other expense, net | 798 | | | 341 | | | 1,407 | | | 546 | | |
Loss before income taxes | (19,820) | | | (98,454) | | | (123,114) | | | (137,307) | | |
Income tax benefit | (412) | | | (3,093) | | | (2,486) | | | (3,957) | | |
Net loss | $ | (19,408) | | | $ | (95,361) | | | $ | (120,628) | | | $ | (133,350) | | |
| | | | | | | | |
Loss per share: | | | | | | | | |
Basic and diluted | $ | (1.00) | | | $ | (5.50) | | | $ | (6.28) | | | $ | (8.23) | | |
Weighted average shares outstanding: | | | | | | | | |
Basic and diluted | 19,458,102 | | | 17,331,056 | | | 19,200,229 | | | 16,209,376 | | |
| | | | | | | | |
Comprehensive loss | | | | | | | | |
Net loss | $ | (19,408) | | | $ | (95,361) | | | $ | (120,628) | | | $ | (133,350) | | |
Other comprehensive loss: | | | | | | | | |
Foreign currency translation adjustment | (279) | | | (230) | | | 438 | | | 28 | | |
Comprehensive loss | $ | (19,687) | | | $ | (95,591) | | | $ | (120,190) | | | $ | (133,322) | | |
See accompanying notes to condensed consolidated financial statements
5
KORE Group Holdings, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited)
(In thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Par value of common stock | | | | | | | |
Balance, beginning of period | $ | 8 | | | $ | 9 | | | $ | 8 | | | $ | 8 | |
Common stock issued pursuant to acquisition | — | | | — | | | — | | | 1 | |
Balance, end of period | 8 | | | 9 | | | 8 | | 9 |
| | | | | | | |
Additional paid-in capital | | | | | | | |
Balance, beginning of period | 467,439 | | | 455,381 | | | 461,069 | | | 435,292 | |
Common stock issued pursuant to acquisition | — | | | — | | | — | | | 14,699 | |
Stock-based compensation expense | 771 | | | 3,435 | | | 7,210 | | | 9,010 | |
Shares withheld related to net share settlement | (730) | | | — | | | (799) | | | (185) | |
Private offering and merger financing refund | — | | | 231 | | | — | | | 231 | |
Balance, end of period | 467,480 | | | 459,047 | | | 467,480 | | | 459,047 | |
| | | | | | | |
Accumulated other comprehensive loss | | | | | | | |
Balance, beginning of period | (5,353) | | | (6,132) | | | (6,070) | | | (6,390) | |
Foreign currency translation adjustment | (279) | | | (230) | | | 438 | | | 28 | |
Balance, end of period | (5,632) | | | (6,362) | | | (5,632) | | | (6,362) | |
| | | | | | | |
Accumulated deficit | | | | | | | |
Balance, beginning of period | (516,500) | | | (286,227) | | | (415,280) | | | (248,238) | |
Net loss | (19,408) | | | (95,361) | | | (120,628) | | | (133,350) | |
Balance, end of period | (535,908) | | | (381,588) | | | (535,908) | | | (381,588) | |
| | | | | | | |
Treasury stock, at cost | | | | | | | |
Balance, beginning of period | (2,754) | | | — | | | (2,754) | | | — | |
Purchase of treasury stock | (431) | | | — | | | (431) | | | — | |
Balance, end of period | (3,185) | | | — | | | (3,185) | | | — | |
| | | | | | | |
Total Stockholders’ (Deficit) Equity | $ | (77,237) | | | $ | 71,106 | | | $ | (77,237) | | | $ | 71,106 | |
See accompanying notes to condensed consolidated financial statements
6
KORE Group Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2024 | | 2023 |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Net cash provided by operating activities | $ | 7,066 | | | $ | 4,493 | |
| | | |
Investing activities: | | | |
Purchases of property and equipment | (1,944) | | | (3,410) | |
Additions to intangible assets | (10,233) | | | (12,186) | |
Net cash used in investing activities | $ | (12,177) | | | $ | (15,596) | |
| | | |
Financing activities: | | | |
Repayment of debt | (1,948) | | | (3,990) | |
Purchases of treasury stock | (431) | | | — | |
Private offering and merger financing refund | — | | | 231 | |
Principal payments under finance lease obligations | (208) | | | — | |
Payment of employee tax withholdings through cancelled shares of stock | (799) | | | — | |
Net cash used in financing activities | $ | (3,386) | | | $ | (3,759) | |
Effect of exchange rate changes on cash | (31) | | | (82) | |
Net decrease in cash and restricted cash | $ | (8,528) | | | $ | (14,944) | |
Cash and restricted cash, beginning of period | $ | 27,437 | | | $ | 35,007 | |
Cash and restricted cash, end of period | $ | 18,909 | | | $ | 20,063 | |
| | | |
| | | |
| | | |
| | | |
| | | |
Non-cash investing and financing activities: | | | |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ | 485 | | | $ | 1,629 | |
Non-cash consideration (stock) issued for acquisition | $ | — | | | $ | 14,700 | |
| | | |
Reconciliation of cash and restricted cash, end of period: | | | |
Cash | $ | 18,607 | | | $ | 19,767 | |
Restricted cash | 302 | | | 296 | |
Total cash and restricted cash, end of period: | $ | 18,909 | | | $ | 20,063 | |
See accompanying notes to condensed consolidated financial statements
7
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Basis of Presentation
KORE Group Holdings, Inc. (together with its subsidiaries, “KORE” or the “Company”) provides advanced connectivity services, location-based services, device solutions, managed and professional services used in the development and support of the “Internet of Things” (“IoT”) technology for the business market. The Company’s IoT platform is delivered in partnership with the world’s largest mobile network operators and provides secure, reliable, wireless connectivity to mobile and fixed devices. This technology enables the Company to expand its global technology platform by transferring capabilities across new and existing vertical markets and delivers complementary products to channel partners and resellers worldwide.
The Company is incorporated in the state of Delaware and its operations are primarily located in North America. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
The Company’s common stock, par value $0.0001 per share (the “common stock”), is traded on the New York Stock Exchange (the “NYSE”) under the ticker symbol “KORE”. The Company implemented a reverse stock split of its common stock at a ratio of 1-for-5 effective as of July 1, 2024. No fractional shares were issued in connection with the reverse stock split. Any fractional shares resulting from the reverse stock split, regardless of the fractional amount, resulted in an additional one share in lieu of such fractional share. The number of shares of common stock covered by the warrants outstanding at the effective time of the reverse stock split was reduced to one-fifth the number of shares of common stock covered by the warrants immediately preceding the reverse stock split, and the exercise price per share was increased by five times the exercise price immediately preceding the reverse stock split, resulting in the same aggregate price being required to be paid therefor upon exercise thereof as was required immediately preceding the reverse stock split. The reverse stock split did not affect the shares of preferred stock outstanding. All calculations have been adjusted to reflect the reverse stock split for all periods presented.
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements
The Company identified an error related to the calculation of the goodwill impairment which was reflected in the Company’s Unaudited Condensed Consolidated Financial Statements as of and for the three and six month periods ended June 30, 2024 (the “Affected Period”). As a result of this calculation error in the second quarter of 2024, “Operating loss” for the three and six month periods ended June 30, 2024 was understated by $17.7 million in the Company’s Unaudited Condensed Consolidated Statements of Operations, and at the same time, “Goodwill” as of June 30, 2024 was overstated by the same amount in the Company’s Unaudited Condensed Consolidated Balance Sheet for the Affected Period included within the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024 (together, these adjustments are referred to as the “Restatement Adjustments”). Additionally, as of and for the three and six months ended June 30, 2024, the Company identified other immaterial errors that were also corrected (together, referred to as the “Immaterial Error Corrections”).
The only financial statements and financial statement line items of the third quarter of 2024 that were impacted by the Restatement Adjustments and Immaterial Error Corrections are included below.
The table below sets forth the impact of the Restatement Adjustments and Immaterial Error Corrections on the Company’s Unaudited Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the three months ended June 30, 2024.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2024 |
(in thousands) | Reported | | Restatement Adjustments | | Immaterial Error Corrections | | As Restated |
Accumulated Deficit | | | | | | | |
Net Loss | $ | (64,300) | | | $ | (18,002) | | | $ | (1,331) | | | $ | (83,633) | |
Balance, end of period | (497,167) | | | (18,002) | | | (1,331) | | | (516,500) | |
Total Stockholders’ Deficit | $ | (37,827) | | | $ | (18,002) | | | $ | (1,331) | | | $ | (57,160) | |
Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Article 10-01 of Regulation S-X for interim financial statements. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the annual consolidated financial statements and related notes for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“Annual Report on Form 10-K”).
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim periods or the entire year.
Use of Estimates
The preparation of financial statements requires the Company to make a number of significant estimates. These include estimates of revenue recognition, fair value measurements of assets acquired and liabilities assumed in business combinations, assessments of indicators of impairment regarding various assets including goodwill, calculation of capitalized software costs, accounting for uncertainties in income tax positions, and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the reported periods. Changes in these estimates may occur in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ from the Company’s estimates and the differences could be material.
Change in Accounting Estimate — Depreciation of Property and Equipment
On January 1, 2024, the Company elected to change its method of depreciation for long-lived assets from the declining balance method to the straight-line method. The Company’s use of the straight-line depreciation method was effective beginning January 1, 2024, and has been applied prospectively as a change in estimate.
Reclassifications
Certain immaterial amounts reported in prior periods in the condensed consolidated financial statements have been corrected and reclassified to conform to the current year’s presentation. To appropriately reflect the long-term nature of the obligation regarding the interest accrued on the mandatorily redeemable preferred stock, the amount of “accrued interest due to affiliate” of $2.5 million on the condensed consolidated balance sheet as of December 31, 2023 has been reclassified to noncurrent liabilities. See Note 10 — Related Party Transactions.
Recently Issued Accounting Pronouncements — Not Yet Adopted
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). Previously identified ASUs also currently applicable to the Company’s future financial statements are discussed in the Company’s Annual Report on Form 10-K, Part II, Item 8, Note 2 — Summary of Significant Accounting Policies.
Disaggregation of Income Statement Expenses. In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”). The FASB issued the new guidance primarily to provide financial statement users with more detailed information about a public business entity’s (“PBE”) income statement expenses.
This ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. ASU 2024-03 will be effective for the Company’s annual reporting period for fiscal 2026 and all interim reporting periods beginning in fiscal 2027. Early adoption is permitted. At adoption, the disclosures are retrospectively presented for all comparative periods presented.
Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2024-03.
NOTE 2 – REVENUE RECOGNITION
Disaggregated Revenue
The table below sets forth a summary of revenue by major service line and product category:
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
Services: | | | | | | | |
IoT Connectivity (1) | $ | 55,416 | | | $ | 54,217 | | | $ | 166,656 | | | $ | 145,161 | |
IoT Solutions | 2,788 | | | 2,787 | | | 8,506 | | | 9,941 | |
| $ | 58,204 | | | $ | 57,004 | | | $ | 175,162 | | | $ | 155,102 | |
Products: | | | | | | | |
Hardware (2)(3) | $ | 10,716 | | | $ | 11,629 | | | $ | 37,601 | | | $ | 49,042 | |
| | | | | | | |
Total | $ | 68,920 | | | $ | 68,633 | | | $ | 212,763 | | | $ | 204,144 | |
(1) Includes connectivity-related revenue from IoT Connectivity and IoT Solutions.
(2) Includes hardware-related revenue from IoT Connectivity and IoT Solutions.
(3) Includes $0.9 million and $2.1 million of bill-and-hold arrangements for the three months ended September 30, 2024 and 2023, respectively, and $3.7 million and $6.6 million for the nine months ended September 30, 2024 and 2023, respectively.
The table below sets forth a summary of revenue by geographic area:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
United States | $ | 58,201 | | | $ | 56,163 | | | $ | 179,003 | | | $ | 162,924 | |
Other countries (1) | 10,719 | | | 12,470 | | | 33,760 | | | 41,220 | |
Total | $ | 68,920 | | | $ | 68,633 | | | $ | 212,763 | | | $ | 204,144 | |
(1) No single country in “other countries” exceeded 10% of the total revenue for the three months ended September 30, 2024 and 2023, and the nine months ended September 30, 2024 and 2023.
Contract Assets
The following table sets forth the change in contract assets, or unbilled receivables:
| | | | | | | | | | | |
(in thousands) | September 30, 2024 | | December 31, 2023 |
Beginning balance | $ | 2,173 | | | $ | — | |
Revenue recognized during the period but not billed (1) | 2,626 | | | 2,173 | |
Amounts reclassified to accounts receivable | (1,349) | | | — | |
Ending balance | $ | 3,450 | | | $ | 2,173 | |
(1) Net of financing component of $0.5 million and $0.3 million as of September 30, 2024 and December 31, 2023, respectively.
Contract Liabilities
The table below sets forth the change in contract liabilities, or deferred revenue:
| | | | | | | | | | | |
(in thousands) | September 30, 2024 | | December 31, 2023 |
Beginning balance | $ | 9,044 | | | $ | 7,817 | |
Amounts billed but not recognized as revenue | 7,794 | | | 9,041 | |
Revenue recognized from balances held at the beginning of the period | (9,044) | | | (7,817) | |
Foreign exchange | — | | | 3 | |
Ending balance | $ | 7,794 | | | $ | 9,044 | |
Remaining Performance Obligations
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Remaining performance obligations represent the aggregate amount of the transaction price in contracts allocated to performance obligations that are unsatisfied, or partially unsatisfied, at the end of the reporting period. Remaining performance obligations estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustments for revenue that have not materialized, and adjustments for currency. As of September 30, 2024 the Company had approximately $20.6 million of remaining performance obligations on contracts with an original duration of one year or more. The Company expects to recognize approximately 31% of these remaining performance obligations in 2024, with the remaining balance recognized thereafter.
The Company has variable consideration of approximately $2.8 million that was constrained revenue and excluded from the transaction price for the period ended September 30, 2024. There were no material instances where variable consideration was constrained and not recorded at the initial time of sale for the period ended September 30, 2023.
Costs to Obtain and Fulfill a Contract
The Company did not have material costs related to obtaining a contract, or fulfilling a contract that are not addressed by other accounting standards, with amortization periods greater than one year for the three and nine months ended September 30, 2024 and 2023.
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 3 – ACCOUNTS RECEIVABLE
The following table sets forth the details of the Company’s accounts receivable, net balances included on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023:
| | | | | | | | | | | |
(in thousands) | September 30, 2024 | | December 31, 2023 |
Accounts receivable | $ | 46,335 | | | $ | 52,843 | |
Less: allowance for credit losses | (523) | | | (430) | |
Accounts receivable, net | $ | 45,812 | | | $ | 52,413 | |
As of January 1, 2023, the Company’s accounts receivable balance was $44.5 million.
Bad debt expense was $0.3 million for the three months ended September 30, 2024 and $0.3 million for the three months ended September 30, 2023. Bad debt expense was $0.7 million for the nine months ended September 30, 2024 and $0.1 million for the nine months ended September 30, 2023. Write-offs and recoveries were immaterial for the three and nine months ended September 30, 2024 and 2023.
NOTE 4 - INVENTORIES
The Company’s inventories as of September 30, 2024 and December 31, 2023 consisted almost entirely of finished goods inventory, with an immaterial amount of work-in-process inventory.
As of September 30, 2024, the Company recorded a lower-of-cost-or-net-realizable-value inventory reserve of $1.1 million as a result of the identification of additional slow-moving and obsolete inventory substantially comprised of hardware devices. As of December 31, 2023, the Company had inventory reserve of $0.3 million for slow-moving and obsolete inventory substantially comprised of hardware devices.
NOTE 5 – GOODWILL
The Company tests goodwill for impairment on an annual basis on October 1 of each year, or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. During the second quarter of 2024, the Company identified circumstances prior to its annual goodwill test that indicated that it was “more likely than not” that the fair value of the reporting unit (the Company) was below its carrying value. The Company therefore performed qualitative and quantitative goodwill impairment tests during the second quarter of 2024. The qualitative impairment indicators noted include a sustained decline in the Company’s share price, decreasing cash flows, lower actual or planned revenue or earnings compared with actual and projected results of relevant prior periods, and changes in management. No such triggering events were identified in the third quarter of 2024.
The fair value of the Company was estimated by equally weighing the results of an income approach and market approach. Valuation techniques utilized were substantially considered Level 3 inputs in the fair value hierarchy. These inputs included the Company’s internal forecasts of its future results, cash flows, and its weighted average cost of capital. Key assumptions used in the impairment analysis included projected revenue growth rates, discount rates, and market factors such as earnings multiples from comparable publicly traded companies.
As a result of the Company’s goodwill impairment testing in the second quarter of 2024, the Company initially concluded that the carrying value of the Company exceeded its estimated fair value and recorded a goodwill impairment loss of approximately $45.4 million. An additional impairment loss of $20.5 million was recorded (see Note 1 — Summary of Significant Accounting Policies, Restatement) due to the identification of an error in the calculation of goodwill impairment for the three and six months ended June 30, 2024, resulting in a total impairment charge of $65.9 million recognized at that time and thus for the nine months ended September 30, 2024.
An impairment loss of approximately $78.3 million was recorded for the three and nine months ended September 30, 2023.
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 6 – CONDENSED CONSOLIDATED FINANCIAL STATEMENT DETAILS
The following table sets forth the details of prepaid expenses and other current assets included on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023:
| | | | | | | | | | | |
(in thousands) | September 30, 2024 | | December 31, 2023 |
Prepaid expenses | $ | 8,384 | | | $ | 7,411 | |
Credit card receivables in-transit | 1,143 | | | 2,635 | |
Deposits | 753 | | | 2,061 | |
Sales taxes receivable | 752 | | | 616 | |
Income taxes receivable | 469 | | | 1,499 | |
Total prepaid expenses and other current assets | $ | 11,501 | | | $ | 14,222 | |
The following table sets forth the details of accrued liabilities included on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023:
| | | | | | | | | | | |
(in thousands) | September 30, 2024 | | December 31, 2023 |
Accrued payroll and related costs | $ | 7,166 | | | $ | 4,623 | |
Accrued cost of revenue | 5,653 | | | 4,728 | |
Accrued carrier costs | 4,212 | | | 3,725 | |
Interest payable | 2,733 | | | 4,459 | |
Sales and other taxes payable | 2,703 | | | 4,999 | |
Income taxes payable | 2,679 | | | 615 | |
Other | 141 | | | 272 | |
Total accrued liabilities | $ | 25,287 | | | $ | 23,421 | |
NOTE 7 – DERIVATIVES
Derivatives are complex financial instruments. The Company does not use derivatives to manage financial risks or as an economic hedge. The Company’s sole derivative instrument arose as part of the issuance of Series A-1 preferred stock, $0.0001 par value per share (the “Series A-1 preferred stock”), to Searchlight, in which transaction Searchlight was also granted Penny Warrants (historically referred to as “Penny Warrants,” however the exercise price has been adjusted to $0.05 per warrant due to the reverse stock split). The Penny Warrants are considered a freestanding derivative instrument, as they are separable and legally detachable from the Series A-1 preferred stock, were issued for nominal or no apparent consideration, and have the essential characteristics inherent in a derivative instrument of a notional amount, an underlying security, and a mechanism for net settlement.
The following table sets forth the details of the derivative instrument presented on the condensed consolidated balance sheets and notional amounts as of September 30, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2024 |
Derivatives Not Designated as Hedging Instruments | | Number of Warrants (Notional Amount)(1) | | Warrant Liability | | Exercise Price Per Share (1) |
| | | | ($ in thousands, except for exercise price per share) |
Penny Warrants issued to Searchlight | | 12,024,711 | | | $ | 5,315 | | | $ | 0.05 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | December 31, 2023 |
Derivatives Not Designated as Hedging Instruments | | Number of Warrants (Notional Amount)(1) | | Warrant Liability | | Exercise Price Per Share (1) |
| | | | ($ in thousands, except for exercise per share) |
Penny Warrants issued to Searchlight | | 12,024,711 | | | $ | 11,664 | | | $ | 0.05 | |
(1) The number of shares of common stock covered by warrants outstanding at the effective time of the reverse stock split was reduced to one-fifth the number of shares of common stock covered by the warrants immediately preceding the reverse stock split, and the exercise price per
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
share was increased by five times the exercise price immediately preceding the reverse stock split, resulting in the same aggregate price being required to be paid therefor upon exercise thereof as was required immediately preceding the reverse stock split.
The gains and losses arising from this derivative instrument in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2024 (1) are set forth as follows:
| | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2024 |
Derivatives Not Designated as Hedging Instruments | | Net Realized Gains (Losses) on Derivative Instruments | | Net Change in Unrealized Gain (Loss) on Derivative Instruments |
| | (in thousands) |
Penny Warrants issued to Searchlight | | $ | — | | | $ | (337) | |
| | | | | | | | | | | | | | |
| | Nine Months Ended September 30, 2024 |
Derivatives Not Designated as Hedging Instruments | | Net Realized Gains (Losses) on Derivative Instruments | | Net Change in Unrealized Gain (Loss) on Derivative Instruments |
| | (in thousands) |
Penny Warrants issued to Searchlight | | $ | — | | | $ | 6,349 | |
(1) No such instruments existed during the three and nine months ended September 30, 2023; therefore, there were no gains or losses from such instruments during those periods.
NOTE 8 – FAIR VALUE MEASUREMENTS
For financial reporting purposes, the Company follows a fair value hierarchy established under GAAP that is used to determine the fair value of financial instruments. This hierarchy prioritizes relevant market inputs in order to determine an “exit price” at the measurement date, or the price at which an asset could be sold or a liability could be transferred in an orderly process that is not a forced liquidation or distressed sale. Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2 inputs are observable inputs other than quoted prices for an asset or liability that are obtained through corroboration with observable market data. Level 3 inputs are unobservable inputs (e.g., the Company’s own data or assumptions) that are used when there is little, if any, relevant market activity for the asset or liability required to be measured at fair value.
In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured.
As of September 30, 2024, the Company’s valuation policies and processes had not changed from those described in the consolidated financial statements for the year ended December 31, 2023 included in the Annual Report on Form 10-K, Part II, Item 8, Note 11 — Fair Value Measurements, with the exception of the valuation of the Mandatorily Redeemable Preferred Stock Due to Affiliate. As of June 30, 2024, the Company determined that a lattice model indicated a more accurate approximation of the fair value of this debt for disclosure purposes rather than the discounted cash flow model previously used. The Company noted that the value derived from a discounted cash flow model was not significantly different than the fair value approximation as determined by a lattice model; however, a lattice model was considered to be more relevant to the inputs used in determining the Company’s implied fair value of debt as a significant input to the Company’s impairment testing, which occurred during the quarter ended June 30, 2024, as a triggering event was deemed to have occurred (see Note 5 — Goodwill). This debt was not in existence at previous impairment testing dates.
Financial Instruments Measured at Fair Value
The Company is required to measure its warrant liabilities at fair value for the Penny Warrants and Private Placement Warrants, which are both included in “warrant liabilities to affiliates” on the condensed consolidated balance sheets.
Penny Warrants
The Penny Warrants, issued in 2023, are marked to fair value by reference to the fair value of the Company’s stock price on the last day of the reporting period, less the exercise price, and are therefore considered as Level 2 in the fair value hierarchy. The fair value of the Company’s stock as of September 30, 2024 and December 31, 2023, less the exercise price, resulted in a Penny Warrants valuation of approximately $5.3 million and $11.7 million as of September 30, 2024 and December 31, 2023, respectively.
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Private Placement Warrants
The Private Placement Warrants are marked to fair value by reference to the fair value of the Company’s public warrants, which are therefore considered as Level 2 in the fair value hierarchy. The public warrants were traded on the NYSE under the ticker symbol KORE.WS until December 2023, at which point the listing transferred to the OTC Pink Marketplace under the ticker symbol KORGW. As of September 30, 2024 and December 31, 2023, the aggregate value of the Private Placement Warrants was zero, as the reference price of the KORGW warrants was less than one cent per warrant.
Financial Instruments Held at Amortized Cost for Which Fair Value is Disclosed
Financial instruments for which cost approximates fair value
Cash, including restricted cash, is stated at cost, which approximates fair value. The carrying amounts reported in the condensed consolidated balance sheets for accounts receivable (including contract assets), accounts payable, and accrued liabilities (including contract liabilities) approximate fair value, due to their short-term maturities.
Senior Secured Term Loan, Backstop Notes, and Mandatorily Redeemable Preferred Stock Due to Affiliate
The table below sets forth the amortized cost and fair value of the Company’s Senior Secured Term Loan as of September 30, 2024 and December 31, 2023 and Mandatorily Redeemable Preferred Stock Due to Affiliate as of December 31, 2023. The fair value of this debt is not indicative of the amounts at which the Company could settle this debt.
| | | | | | | | | | | | | | | | | | | | |
(in thousands) | | | | | | |
Financial Instruments Disclosed at Fair Value Level 2 | | Measurement | | September 30, 2024 | | December 31, 2023 |
Senior Secured Term Loan | | Amortized cost | | $ | 179,411 | | | $ | 180,042 | |
| | Fair value | | $ | 173,897 | | | $ | 174,812 | |
Mandatorily Redeemable Preferred Stock Due to Affiliate (1) | | Amortized cost | | N/A | | $ | 141,594 | |
| | Fair value | | N/A | | $ | 141,398 | |
(1) Refer to the foregoing discussion regarding the change in valuation method.
The table below sets forth the amortized cost and fair value of the Backstop Notes as of September 30, 2024 and December 31, 2023 and the Mandatorily Redeemable Preferred Stock Due to Affiliate as of September 30, 2024. The fair value of this debt is not indicative of the amounts at which the Company could settle this debt.
| | | | | | | | | | | | | | | | | | | | |
(in thousands) | | | | | | |
Financial Instrument Disclosed at Fair Value Level 3 | | Measurement | | September 30, 2024 | | December 31, 2023 |
Backstop Notes | | Amortized cost | | $ | 118,199 | | | $ | 117,916 | |
| | Fair value | | $ | 93,272 | | | $ | 91,204 | |
Mandatorily Redeemable Preferred Stock Due to Affiliate (1) | | Amortized cost | | $ | 142,491 | | | N/A |
| | Fair value | | $ | 136,742 | | | N/A |
(1) Refer to the foregoing discussion regarding the change in valuation method.
Additional disclosures regarding Level 3 unobservable inputs - Backstop Notes
We use a third‑party valuation firm who utilizes proprietary methodologies to value our Backstop Notes. This firm uses a lattice modeling technique to determine the fair value of this Level 3 liability. Use of this technique requires determination of relevant inputs and assumptions, some of which represent significant unobservable inputs such as credit spreads and equity volatility based on guideline companies, as well as other valuation assumptions. Accordingly, a significant increase or decrease in any of these inputs in isolation may result in a significantly lower or higher fair value measurement.
Additional disclosures regarding Level 3 unobservable inputs - Mandatorily Redeemable Preferred Stock Due to Affiliate
As of September 30, 2024, we used a third‑party valuation firm who utilizes proprietary methodologies to value our Mandatorily Redeemable Preferred Stock Due to Affiliate. This firm used a lattice modeling technique to determine the fair value of this liability determined as Level 3 in the fair value hierarchy as of September 30, 2024. Use of this technique requires determination of relevant inputs and assumptions, some of
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
which represent significant unobservable inputs such as credit spreads and equity volatility based on guideline companies, as well as other valuation assumptions. Accordingly, a significant increase or decrease in any of these inputs in isolation may result in a significantly lower or higher fair value measurement.
The table below sets forth information regarding the Company’s significant Level 3 inputs as of September 30, 2024, and December 31, 2023:
| | | | | | | | | | | | | | | | | |
($ in thousands, except as otherwise noted) | | | | | |
Significant Inputs for Level 3 Fair Value Disclosure | Input | | September 30, 2024 | | December 31, 2023 |
Backstop Notes | Principal amount | | $120,000 | | $120,000 |
| Term to maturity date | | 4.00 years | | 4.75 years |
| Stock price | | $2.26 | | $4.90 |
| Credit spreads (basis points) | | 938 | | 895 |
| Selected equity volatility | | 100.9% | | 98.7% |
| | | | | |
Mandatorily Redeemable Preferred Stock Due to Affiliate | Notional amount | | $171,050 | | N/A |
| Term of lattice model | | 9.13 years | | N/A |
| Stock price | | $2.26 | | N/A |
| Credit spreads (basis points) | | 1,207 | | N/A |
| Selected equity volatility | | 109.2% | | N/A |
NOTE 9 – NET LOSS PER SHARE
The Company implemented a 1-for-5 reverse stock split of its common stock effective July 1, 2024. All calculations have been adjusted to reflect this reverse stock split for all periods presented.
The table below sets forth a reconciliation of the basic and diluted earnings per share (“EPS”) calculations for the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
($ in thousands, except share and per share amounts) | 2024 | | 2023 | | 2024 | | 2023 |
Numerator: | | | | | | | |
Net loss | $ | (19,408) | | | $ | (95,361) | | | $ | (120,628) | | | $ | (133,350) | |
| | | | | | | |
Denominator: | | | | | | | |
Weighted average shares outstanding - basic | 19,458,102 | | | 17,331,056 | | | 19,200,229 | | | 16,209,376 | |
Effect of dilutive equity awards (1) | — | | | — | | | — | | | — | |
Weighted average shares outstanding - diluted | 19,458,102 | | | 17,331,056 | | | 19,200,229 | | | 16,209,376 | |
| | | | | | | |
Net loss per share: | | | | | | | |
Basic | $ | (1.00) | | | $ | (5.50) | | | $ | (6.28) | | | $ | (8.23) | |
Diluted | $ | (1.00) | | | $ | (5.50) | | | $ | (6.28) | | | $ | (8.23) | |
(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 three and nine months ended September 30, 2024 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 such warrants are issuable for nominal consideration per share
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
of common stock or cashless exercise at the option of Searchlight. The Penny Warrants were exercisable immediately upon issuance, although no such warrants had been exercised as of September 30, 2024.
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:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Grants of RSUs with service only (i.e., time-vesting) conditions | 811,664 | | | 1,489,987 | | | 811,664 | | | 1,204,350 | |
Common stock issuable under the Backstop Notes (1) | 1,920,007 | | | 1,920,007 | | | 1,920,007 | | | 1,920,007 | |
Private Placement Warrants (2) | 272,779 | | | 272,779 | | | 272,779 | | | 272,779 | |
(1) Common stock issuable under the Backstop Notes is presented at the maximum number of shares of common stock potentially issuable upon the exercise of the Backstop Notes, although the actual potentially issuable shares remain limited at 9.9% of the common stock outstanding.
(2) The number of shares of common stock covered by warrants outstanding at the effective time of the reverse stock split was reduced to one-fifth the number of shares of common stock covered by the warrants immediately preceding the reverse stock split, and the exercise price per share was increased by five times the exercise price immediately preceding the reverse stock split, resulting in the same aggregate price being required to be paid therefor upon exercise thereof as was required immediately preceding the reverse stock split.
Unvested restricted stock units with “time and performance conditions” are excluded from the disclosure of the number of potentially anti-dilutive securities because the performance conditions were not 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.
NOTE 10 – RELATED PARTY TRANSACTIONS
Transactions with affiliates of the Company
Searchlight
Searchlight beneficially owned approximately 14% and 15% of the Company’s outstanding common stock as of September 30, 2024 and December 31, 2023, respectively, through its ownership of the Penny Warrants. Searchlight is therefore considered an affiliate of the Company, and two of the Company’s Board members are employed by Searchlight. Searchlight owns the Series A-1 preferred stock and the Penny Warrants.
Searchlight, as the current sole owner of the Series A-1 preferred stock, is solely owed the accrued interest arising from the Series A-1 preferred stock outstanding, which interest is referred to in the Series A-1 preferred stock Certificate of Designations as “Dividends”. The “dividend rate” means, initially, 13% per annum, and dividends on each share of Series A-1 preferred stock shall (i) accrue on the liquidation preference of such share and on any accrued dividends on such share, on a daily basis from and including the issuance date of such share, whether or not declared, whether or not the Company has earnings and whether or not the Company has assets legally available to make payment thereof, at a rate equal to the dividend rate, (ii) compound quarterly and (iii) be payable quarterly in arrears, in accordance with the section, below, on each dividend payment date, commencing on December 31, 2023. Dividends on the Series A-1 preferred stock shall accrue on the basis of a 365-day year based on actual days elapsed. The amount of dividends payable with respect to any share of Series A-1 preferred stock for any dividend payment period shall equal the sum of the daily dividend amounts accrued with respect to such share during such dividend payment period.
Dividends on the Series A-1 preferred stock shall be payable in cash only if, as and when declared by the Board, and, if not declared by the Board, the amount of accrued Dividends shall be automatically increased, without any action on the part of the Company or any other person, in an amount equal to the amount of the Dividend to be paid. For further clarity, if the Board does not declare and pay in cash, or the Company otherwise for any reason fails to pay in cash, on any dividend payment date, the full amount of any accrued and unpaid Dividend on the Series A-1 preferred stock since the most recent dividend payment date, then the amount of such unpaid Dividend shall automatically be added to the amount of accrued Dividends on such share on the applicable dividend payment date without any action on the part of the Company or any other person.
Cerberus Telecom Acquisition Corp. (“CTAC”)
CTAC was the initial private equity sponsor of the Company, and two of the Company’s Board members are employed by CTAC. CTAC is therefore considered an affiliate of the Company. CTAC owned approximately 8% of the Company’s outstanding common stock as of September 30, 2024 and December 31, 2023.
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Affiliates of CTAC own the Private Placement Warrants.
ABRY Partners, LLC (“ABRY”)
ABRY beneficially owned approximately 29% of the Company’s outstanding common stock as of September 30, 2024 and December 31, 2023. ABRY is therefore considered an affiliate of the Company, and two of the Company’s Board members are employed by ABRY.
HealthEZ, an ABRY portfolio company, is the Company’s health insurance third-party administrator. For the three and nine months ended September 30, 2024, the administration costs incurred with HealthEZ were $0.2 million and $0.5 million, respectively. For the three and nine months ended September 30, 2023, the administration costs incurred with HealthEZ were $0.2 million and $0.5 million, respectively. Aggregate expenses are recorded as a component of “selling, general, and administrative expenses incurred with affiliates” in the condensed consolidated statement of operations and comprehensive loss.
Transactions with affiliates of one of the Company’s wholly-owned subsidiaries
A wholly-owned subsidiary of the Company located in Brazil maintained an office lease and professional services agreement with a company controlled by a key member of the subsidiary’s management team. The office lease and professional services agreement with this affiliate were terminated on June 29, 2023, and thus, no such expenses were incurred for the three and nine months ended September 30, 2024, and three months ended September 30, 2023.
Aggregate expenses incurred for these transactions were $0.3 million for the nine months ended September 30, 2023, and are recorded as a component of “selling, general, and administrative expenses incurred with affiliates” in the condensed consolidated statement of operations and comprehensive loss.
The same wholly-owned subsidiary had an informal services agreement with a separate company controlled by two key members of the Company’s management team. This services agreement was entered into to render technical assistance services to purchase and deliver telecommunication equipment to the Company’s clients in Brazil, for which the affiliate was paid a nominal monthly fixed fee plus a fee of 7% of the gross amount of the cost incurred to purchase and deliver telecommunication equipment to the Company’s clients in Brazil. These expenses are recorded as a component of “selling, general, and administrative expenses incurred with affiliates” in the condensed consolidated statements of operations and comprehensive loss for the relevant periods as disclosed below.
The service agreement with this affiliate was terminated on February 14, 2023, and thus, no such expenses were incurred for the three and nine months ended September 30, 2024, and three months ended September 30, 2023. For the nine months ended September 30, 2023, the Company incurred and paid $0.1 million to this affiliate.
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Indirect Taxes
The Company, assisted by third party experts, is currently conducting a review of potential obligations surrounding indirect taxes, specifically, sales and telecommunications taxes. At the current time, the Company has had no actual or threatened claims arising from any governmental authority in any taxing jurisdiction in the United States where the Company does business regarding claims for any indirect tax liabilities emerging from any potential sales and telecommunications tax that may be owed to any such state or local governments in the various aforementioned taxing jurisdictions. However, a liability for sales and telecommunications tax may be asserted by a governmental authority if that authority determines that the Company is engaged in often-taxable “telecommunications services” rather than providing “internet access,” which is not taxable in any jurisdiction by federal law. The determination of if a service provided is defined as “telecommunications services” or “internet access” may be highly subjective, open to interpretation, and can depend upon extremely intricate technical factors and specific fact patterns which may vary by customer and use case. Furthermore, some taxing jurisdictions may not levy taxes on telecommunications services, while others do, and some taxing jurisdictions are at the state level, while others exist at the local level, including by municipality in some states.
The Company believes that it is probable that a liability for sales and telecommunications tax may exist. The Company currently estimates the possible range of loss in this matter as between $0.9 million and $19.1 million. The low end of the possible range of loss is the amount required to be recorded as a contingent loss by GAAP.
The range of loss in this matter described above includes anticipation of recoveries from third parties at the low end, and no recoveries from third parties anticipated at the high end of the range, with interest and penalties assessed at both the low and high ends of the range, with penalties reduced in states where the Company intends to seek a “voluntary disclosure arrangement” as described further below. Although the Company’s contracts with customers generally state that the customer must later pay associated taxes if such taxes become an issue, there is always a risk of customer non-payment. Due to the complexities involved in its number of customers, use cases, and jurisdictions in which it does business, along with the treatment of potential indirect taxes varying in each jurisdiction, and collectability estimates, this estimate may ultimately be resolved at either a greater or lesser amount than the estimated range.
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Additionally, mitigating factors may exist, such as good-faith reseller certificates, which the Company has previously obtained in instances where the use case indicates that the customer is a reseller, private letter rulings that the Company may request from certain states where the specific tax law is unclear but may be resolved in the Company’s favor, and voluntary disclosure arrangements whereby the Company may determine that it is probable that tax would be owed and enter into an agreement with a taxing jurisdiction to pay back taxes and avoid penalties that would otherwise likely apply.
The net contingent liability estimate of $0.9 million recorded as of September 30, 2024 was reduced from the $1.8 million recorded as of December 31, 2023, due to additional facts and circumstances arising which resulted in a reduction of the estimate. These amounts are recorded in “accrued liabilities” within “current liabilities” of the Company’s condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.
Purchase Obligations
The Company has vendor commitments primarily relating to carrier and open purchase obligations that the Company incurs in the ordinary course of business. As of September 30, 2024, the purchase commitments were as follows:
| | | | | |
| ($ in thousands) |
2024 | $ | 9,239 | |
2025 | 10,644 | |
2026 | 6,921 | |
2027 | 6,061 | |
2028 | 6,361 | |
Thereafter | 4,431 | |
Total | $ | 43,657 | |
Legal Contingencies
From time to time, the Company may be a party to litigation relating to claims arising in the normal course of business. As of September 30, 2024, the Company was not aware of any legal claims that could materially impact its financial condition.
NOTE 12 - RESTRUCTURING CHARGES
On August 14, 2024, the Company announced a restructuring plan to streamline operations and reduce costs. The restructuring plan affected approximately 240 employees and contractors in all areas across all functions. The Company incurred restructuring charges of approximately $2.0 million in connection with the plan during the three and nine months ended September 30, 2024. These charges were primarily related to severance payments and employee benefits. The Company has substantially completed all of the actions associated with the plan.
NOTE 13 – LIQUIDITY
The Company recently identified certain negative financial trends, including recurring operating losses, cash flows from operations that would be negative if not for an arrearage in the payment of preferred dividends, and unfavorably priced long-term purchase commitments, all as discussed further below.
To mitigate the adverse conditions of recurring operating losses as noted above, the Company engaged in a restructuring activity (see Note 12 — Restructuring Charges) in the third quarter of 2024 to reduce operational expenses, especially in the area of salaries and benefits. The Company has, in 2024, made the decision to accept fewer hardware sales contracts where these sales contracts would have generated revenue but been disadvantageous from an associated cost of sales perspective, and further plans to continue such activities into 2025. The Company also plans to wind down its non-core service offerings that are deemed to be unprofitable. Finally, the Company plans to continue to review its global footprint and rationalize legal entities where possible. As part of this process the Company will be reviewing existing office space to determine if working remotely will be more cost-effective in those locations.
The Company has accrued and unpaid dividends due to Searchlight on the mandatorily redeemable preferred stock due to affiliate, which are accrued on a daily basis, compound quarterly and payable quarterly in arrears. Due to the underlying nature of the preferred stock instrument as debt, these dividends are reflected on the condensed consolidated balance sheets as accrued interest due to affiliate. As of September 30, 2024, the Company owed approximately $18.2 million to Searchlight for this accrued interest. As of November 19, 2024, the total amount of the accrued interest due to affiliate was $21.2 million (see Note 10 — Related Party Transactions). The Company plans to continue the arrearage of preferred dividends in order to preserve cash, and may, in the future, refinance the associated preferred stock to a more advantageous interest rate in another form of debt instrument, should interest rates continue to decrease.
KORE Group Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Additionally, the Company has purchase commitments payable that were not recorded as liabilities on its condensed consolidated balance sheet as of September 30, 2024, of which $9.2 million is expected to be purchased through the remainder of 2024 (see Note 11 — Commitments and Contingencies). The Company plans to re-negotiate certain of these long-term purchase commitments which are deemed to be disadvantageous.
As of September 30, 2024, the Company had approximately $18.6 million of cash on hand.
NOTE 14 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of issuance of the condensed consolidated financial statements, and determined that there have been no events that have occurred that would require disclosure or adjustments to the condensed consolidated financial statements.
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 together with our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report on Form 10-K”) and unaudited interim condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024 and 2023, together with related notes thereto. Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “the Company” “KORE,” “us,” “our,” “ours,” or “we” refer to KORE Group Holdings, Inc. Certain terms are defined in our Annual Report on Form 10-K.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. For example, statements in this Form 10-Q regarding the potential future impact of macroeconomic conditions on the Company’s business and results of operations are forward-looking statements. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q and Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Factors that could have a material adverse effect on future results and performance relative to those set forth in or implied by the related forward-looking statements, as well as on our business, financial condition, liquidity, results of operations and prospects, include, but are not limited to:
•our ability to develop and introduce new products and services successfully;
•our ability to compete in the market in which we operate;
•our ability to meet the price and performance standards of the evolving 5G New Radio (“5G NR”) products and technologies;
•our ability to expand our customer reach/reduce customer concentration;
•our ability to grow the Internet of Things (“IoT”) and mobile portfolio outside of North America;
•our ability to make scheduled payments on or to refinance our indebtedness;
•our ability to introduce and sell new products that comply with current and evolving industry standards and government regulations;
•our ability to comply with complex and evolving local, state, federal, and international laws and regulations, fees, and taxes that may apply to our products or services;
•our ability to develop and maintain strategic relationships to expand into new markets;
•our ability to properly manage the growth of our business to avoid significant strains on our management and operations and disruptions to our business;
•our reliance on third parties to manufacture components of our solutions;
•our ability to accurately forecast customer demand and timely delivery of sufficient product quantities;
•our reliance on sole source suppliers for some products, services and devices used in our solutions;
•the continuing impact of uncertain global economic conditions on the demand for our products;
•the impact of geopolitical instability on our business;
•the emergence of global public health emergencies, epidemics, or pandemics, which could extend lead times in our supply chain and lengthen sales cycles with our customers;
•the impact that new or adjusted tariffs may have on the costs of components or our products, and our ability to sell products internationally;
•our ability to be cost competitive while meeting time-to-market requirements for our customers;
•our ability to meet the product performance needs of our customers in wireless broadband data access markets;
•demand for our services;
•our dependence on wireless telecommunication operators delivering acceptable wireless services;
•the outcome of any pending or future litigation, including intellectual property litigation;
•infringement claims with respect to intellectual property contained in our solutions;
•our continued ability to license necessary third-party technology for the development and sale of our solutions;
•the introduction of new products that could contain errors or defects;
•the conduct of business abroad, including related foreign currency risks;
•the pace of 5G wireless network rollouts globally and their adoption by customers;
•our ability to make focused investments in research and development;
•our ability to identify suitable acquisition candidates or to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments;
•our ability to hire, retain and manage qualified personnel to maintain and expand our business;
•our ability to meet the continued listing requirements of the New York Stock Exchange and to maintain the listing of our securities thereon; and
•our ability to maintain adequate liquidity to meet our financial needs and/or raise capital in the future.
When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our management’s views only as of the date such statements are made. The risks summarized under Item 1A. “Risk Factors” in the Annual Report on Form 10-K and under Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q could cause actual results and performance to differ materially from those set forth in or implied by our forward-looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us.
Overview
We offer IoT connectivity to the Internet (“Connectivity”) and other IoT solutions (“IoT Solutions”) to our customers. We are one of the largest global independent IoT enablers, delivering critical services globally to customers to deploy, manage, and scale their IoT application and use cases. We provide advanced connectivity services, location-based services, device solutions, and managed and professional services used in the development and support of IoT solutions and applications. Our IoT platform is delivered in partnership with the world’s largest mobile network operators and provides secure, reliable, wireless Internet connectivity to mobile and fixed devices. This technology enables us to expand our global technology platform by transferring capabilities across our five vertical markets comprised of (i) Connected Health, (ii) Fleet Management, (iii) Asset Monitoring, (iv) Retail Communications Services and (v) Industrial IoT, and to deliver complementary products to channel partners and resellers worldwide.
Our industry verticals are not considered to be segments for the purposes of financial reporting, as discrete financial information is not available for the aforementioned verticals (or that of connectivity vs solutions) below the level of costs of revenue, exclusive of depreciation and amortization, and our Chief Operating Decision Maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Our CODM is our President and Chief Executive Officer, Mr. Ronald Totton.
Trends and Recent Developments
Overall macroeconomic environment and its effect on us
Trends in the overall U.S. economy in the first nine months of 2024 continued to reflect an uncertain economic environment, which included escalating geopolitical risks, including the threat of expansion of war in the Middle East and the ongoing war in Ukraine. A widening regional war in the Middle East may result in a sudden increase in oil prices, due to restrictions on shipping or shipping companies’ attempts to avoid areas of conflict through major shipping routes such as the Strait of Hormuz, which would have a direct repercussion on the domestic economy of the United States, including a rapid increase in inflation, which has, to date, largely been tempered by the Federal Reserve’s increases to interest rates.
The most serious risk of a return to an inflationary environment in the U.S. is largely centered around a re-commencement of the east coast port strike, which has been suspended until January 15, 2025. A port strike negatively affects the U.S. economy by approximately $1 billion per day, with supply chain pressures and backlogs increasing as a rippling economic effect the longer a strike were to go on.
The labor market currently appears strong, despite many publicly-announced layoffs, which are currently largely concentrated in the technology sector. However, the trend of long-term unemployment as a percentage of unemployment remains concerning. The ability of policy-makers to lower interest rates any further and avoid recession may be muted or constrained by possible inflationary pressures as described above.
Recent developments in our business
On August 14, 2024, we announced a restructuring plan to streamline operations and reduce costs. The restructuring plan affected approximately 240 employees and contractors in all areas across all functions. We incurred restructuring charges of approximately $2.0 million in connection with the plan during the third quarter of 2024. These charges were primarily related to severance payments and employee benefits. The Company has substantially completed all of the actions associated with the plan.
At this time, we generally expect revenue derived from the Connectivity verticals of our business to remain fairly stable, given the “stickiness” of this revenue, while the more volatile IoT Managed Services (or “IoTMS”) business verticals consisting of Solutions and Products may experience uneven revenue on both an actual and projected basis. We expect that IoTMS projects may be delayed by customers, due to overall macroeconomic conditions. We further expect that the overall IoT market may become more competitive from a pricing standpoint, and that our existing customers will continue to seek efficiency in terms of their operating expenses, all of which may create pressure on our revenue.
Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023:
Revenue
We derive revenue from IoT Connectivity services and IoT Solutions services (collectively, the “Services”) as well as products including IoT Connectivity (consisting of subscriber identity module (“SIM”) cards) and IoT devices (within a comprehensive IoT solution) together referred to as “Products”.
Revenue arising from IoT Connectivity services generally consists of a monthly subscription fee and additional data usage fees that are part of a bundled solution which enables other providers and enterprise customers to complete their platforms for solutions to provide IoT Connectivity or other IoT Solutions. IoT Connectivity also includes charges for each SIM sold to a customer.
Revenue from IoT Solutions is derived from IoT device management services, location-based software services, and IoT security software services. Fees charged for device management services include the cost of the underlying IoT device and the cost of deploying and managing such devices. Fees charged for device management services are generally billed on the basis of a fee per deployed IoT device, which depends on the scope of the underlying services and the IoT device being deployed. Location-based software services and IoT security software services are charged monthly on a per-subscriber basis.
The tables below set forth the details of revenue from services and products for the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
($ in thousands) | 2024 | | 2023 | | $ | | % |
Services | $ | 58,204 | | | $ | 57,046 | | | $ | 1,158 | | | 2 | % |
Products | 10,716 | | | 11,587 | | | (871) | | | (8) | % |
Total revenue | $ | 68,920 | | | $ | 68,633 | | | $ | 287 | | | — | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
($ in thousands) | 2024 | | 2023 | | $ | | % |
Services | $ | 175,162 | | | $ | 155,619 | | | $ | 19,543 | | | 13 | % |
Products | 37,601 | | | 48,525 | | | (10,924) | | | (23) | % |
Total revenue | $ | 212,763 | | | $ | 204,144 | | | $ | 8,619 | | | 4 | % |
Services revenue increased by approximately $1.2 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase in services revenue was primarily driven by new customer business and increased connectivity utilization in our existing customer base.
Products revenue decreased by approximately $0.9 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The decrease in products revenue was primarily driven by the decision at the end of 2023 to accept fewer less-profitable hardware deals in 2024.
Services revenue increased by $19.5 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase in services revenue was primarily driven by the acquisition of Twilio’s IoT business, and the residual growth was driven by new customer business and increased connectivity utilization in our existing customer base.
Products revenue decreased by $10.9 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The decrease in products revenue was primarily driven by reduced demand from our largest customers, primarily in the Connected Health vertical, as they applied greater emphasis on inventory management and order fulfillment. In addition, we made the decision at the end of 2023 to accept fewer less-profitable hardware deals in 2024.
The tables below set forth the details of revenue disaggregated as arising from IoT Connectivity and IoT Solutions for the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
($ in thousands) | 2024 | | 2023 | | $ | | % |
IoT Connectivity | $ | 56,721 | | | $ | 55,169 | | | $ | 1,552 | | | 3 | % |
IoT Solutions | 12,199 | | | 13,464 | | | (1,265) | | | (9) | % |
Total revenue | $ | 68,920 | | | $ | 68,633 | | | $ | 287 | | | — | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
(in thousands) | 2024 | | 2023 | | $ | | % |
IoT Connectivity | $ | 170,377 | | | $ | 147,042 | | | $ | 23,335 | | | 16 | % |
IoT Solutions | 42,386 | | | 57,102 | | | (14,716) | | | (26) | % |
Total revenue | $ | 212,763 | | | $ | 204,144 | | | $ | 8,619 | | | 4 | % |
IoT Connectivity revenue increased by approximately $1.6 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase in IoT Connectivity revenue was primarily driven by SIM transfers from key strategic customers, organic growth in existing customers as a result of net new activations, and increased connectivity consumption.
IoT Solutions revenue decreased by $1.3 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The decrease in IoT Solutions revenue was primarily driven by our decision to accept fewer less-profitable hardware deals in 2024.
IoT Connectivity revenue increased by $23.3 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase in IoT Connectivity revenue was primarily driven by the acquisition of Twilio’s IoT business. Additional revenue growth was driven by SIM transfers from key strategic customers, organic growth in existing customers as a result of net new activations, and increased connectivity consumption.
IoT Solutions revenue decreased by $14.7 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The decrease in IoT Solutions revenue was primarily driven by reduced demand from our largest customers in the current year as these customers applied greater emphasis on inventory management and order fulfillment, in addition to our decision to accept fewer less-profitable hardware deals in 2024.
Cost of revenue, exclusive of depreciation and amortization
The cost of revenue associated with IoT Connectivity include carrier costs, network operations, technology licenses, and SIMs. The cost of revenue associated with IoT Solutions include the cost of devices, shipping costs, warehouse lease and related facilities expenses, and personnel cost. The total cost of revenue excludes depreciation and amortization.
The tables below set forth our cost of revenue, exclusive of depreciation and amortization, for the three and nine months ended September 30, 2024 and 2023, disaggregated by “cost of services” and “cost of products”:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
($ in thousands) | 2024 | | 2023 | | $ | | % |
Cost of services | $ | 22,951 | | | $ | 22,794 | | | $ | 157 | | | 0.7 | % |
Cost of products | 7,768 | | | 8,202 | | | (434) | | | (5.3) | % |
Total cost of revenue | $ | 30,719 | | | $ | 30,996 | | | $ | (277) | | | (0.9) | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
($ in thousands) | 2024 | | 2023 | | $ | | % |
Cost of services | 69,816 | | | 57,405 | | | $ | 12,411 | | | 21.6 | % |
Cost of products | 24,361 | | | 35,624 | | | (11,263) | | | (31.6) | % |
Total cost of revenue | $ | 94,177 | | | $ | 93,029 | | | $ | 1,148 | | | 1.2 | % |
Cost of services increased by $0.2 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase in cost of services was primarily due to additional carrier costs related to increased connectivity consumption across multiple carriers.
Cost of products decreased by $0.4 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The decrease in cost of products was primarily due to lower hardware sales volume from existing IoT Solutions customers.
Cost of services increased by $12.4 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase in cost of services was primarily due to additional carrier costs related to the acquisition of the Twilio IoT business, along with SIM transfers and increased connectivity consumption across multiple carriers.
Cost of products decreased by approximately $11.3 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The decrease in cost of products was primarily due to lower hardware sales volume from existing IoT Solutions customers.
The tables below set forth our cost of revenue, exclusive of depreciation and amortization, for the three and nine months ended September 30, 2024 and 2023, disaggregated by “cost of IoT Connectivity” and “cost of IoT Solutions”:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
($ in thousands) | 2024 | | 2023 | | $ | | % |
Cost of IoT Connectivity | $ | 22,153 | | | $ | 21,151 | | | $ | 1,002 | | | 5 | % |
Cost of IoT Solutions | 8,566 | | | 9,845 | | | (1,279) | | | (13) | % |
Total cost of revenue | $ | 30,719 | | | $ | 30,996 | | | $ | (277) | | | (1) | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
(in thousands) | 2024 | | 2023 | | $ | | % |
Cost of IoT Connectivity | $ | 66,638 | | | $ | 53,122 | | | $ | 13,516 | | | 25 | % |
Cost of IoT Solutions | 27,539 | | | 39,907 | | | (12,368) | | | (31) | % |
Total cost of revenue | $ | 94,177 | | | $ | 93,029 | | | $ | 1,148 | | | 1 | % |
The cost of IoT Connectivity increased by $1.0 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The increase in the cost of IoT Connectivity was primarily due to additional carrier costs associated with the growth in connections across multiple carriers and increased connectivity consumption across those carriers from our existing customers.
The cost of IoT Solutions decreased by $1.3 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The decrease in the cost of IoT Solutions was primarily due to decreased costs associated with lower IoT Solutions revenue from existing customers.
The cost of IoT Connectivity increased by $13.5 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase in the cost of IoT Connectivity was primarily due to additional carrier costs driven by the acquisition of Twilio’s IoT business along with growth in connections across multiple carriers and increased connectivity consumption across those carriers from our existing customers.
The cost of IoT Solutions decreased by $12.4 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The decrease in the cost of IoT Solutions was primarily due to decreased costs associated with lower IoT Solutions revenue from existing customers.
Selling, general, and administrative expenses
The following tables set forth the Company’s selling, general, and administrative expenses incurred during the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
($ in thousands) | 2024 | | 2023 | | $ | | % |
Selling, general, and administrative expenses | $ | 29,458 | | | $ | 32,610 | | | $ | (3,152) | | | (10) | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
($ in thousands) | 2024 | | 2023 | | $ | | % |
Selling, general, and administrative expenses | $ | 99,702 | | | $ | 95,040 | | | $ | 4,662 | | | 5 | % |
Selling, general, and administrative (“SG&A”) expenses relate primarily to expenses for general management, sales and marketing, finance, audit, legal fees, and other general operating expenses.
SG&A decreased by approximately $3.2 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The decrease in SG&A expenses was primarily driven by decreases in rent expense due to office closures occurring during the comparative periods, as well as in professional service fees.
SG&A increased by $4.7 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The increase in SG&A expenses was primarily driven by an increase in personnel-related costs, including salaries and benefits, partially offset by decreases in professional service fees.
Selling, general, and administrative expenses incurred with affiliates
The following table sets forth the Company’s sales, general, and administrative expenses incurred with affiliates during the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
($ in thousands) | 2024 | | 2023 | | $ | | % |
Selling, general, and administrative expenses incurred with affiliates | $ | 155 | | | $ | 168 | | | * | | * |
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | Year-over-Year Increase / (Decrease) |
($ in thousands) | 2024 | | 2023 | | $ | | % |
Selling, general, and administrative expenses incurred with affiliates | $ | 484 | | | $ | 830 | | | * | | * |
* Not meaningful
For the three and nine months ended September 30, 2024, selling, general, and administrative (“SG&A”) expenses incurred with affiliates related solely to fees paid to HealthEZ, an ABRY Partners, LLC (“ABRY”) portfolio company. HealthEZ is the Company’s current third-party administrator (“TPA”) for its self-insured health insurance claims. ABRY beneficially owned approximately 29% of the Company’s outstanding common stock. ABRY is therefore considered an affiliate of the Company, and two of the Company’s Board members are employed by ABRY.
The Company has contracted with a new, unaffiliated, TPA for 2025, which will result in a reduction of administration costs on a per-employee per month basis.
For the three and nine months ended September 30, 2023, SG&A expenses incurred with affiliates related to expenses incurred to HealthEZ for administration of our health insurance plan, along with technical assistance services, rent, and professional services to two companies controlled by a key member of our subsidiary’s management team. We terminated the technical assistance services agreement on February 14, 2023 and terminated the office lease and professional services agreement on June 29, 2023.
Non-GAAP Financial Measures
In conjunction with net income (loss) calculated in accordance with GAAP, we also use EBITDA and Adjusted EBITDA, free cash flow, and Non-GAAP profit and Non-GAAP margin to evaluate our ongoing operations and for internal planning and forecasting purposes. Non-GAAP
financial information is presented for supplemental informational purposes only, should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. We believe that along with our GAAP financial information, our non-GAAP financial information when taken collectively and evaluated appropriately, is helpful to investors in assessing our operating performance.
EBITDA and Adjusted EBITDA
EBITDA is defined as net income (loss) before interest expense, income tax expense or benefit, and depreciation and amortization.
Adjusted EBITDA is defined as EBITDA adjusted for certain unusual and other significant items and removes the volatility associated with non-cash items and operational income and expenses that are not expected to be ongoing. Such adjustments include goodwill impairment charges, changes in the fair value of certain of our warrants required by GAAP to be accounted for at fair value, gains or losses on debt extinguishment, “transformation expenses” as defined below, acquisition costs, integration-related restructuring costs, stock-based compensation, and foreign currency gains and losses.
The following tables set forth a reconciliation of net loss to EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
Net loss | $ | (19,408) | | | $ | (95,361) | | | $ | (120,628) | | | $ | (133,350) | |
Income tax benefit | (412) | | | (3,093) | | | (2,486) | | | (3,957) | |
Interest expense, net | 13,059 | | | 10,615 | | | 38,349 | | | 31,217 | |
Depreciation and amortization | 14,214 | | | 14,457 | | | 42,243 | | | 43,094 | |
EBITDA | 7,453 | | | (73,382) | | | (42,522) | | | (62,996) | |
Goodwill impairment | — | | | 78,255 | | | 65,864 | | | 78,255 | |
Change in fair value of warrant liability | 337 | | | (14) | | | (6,349) | | | (14) | |
Transformation expenses | — | | | 1,876 | | | — | | | 5,434 | |
Acquisition costs | — | | | — | | | — | | | 1,776 | |
Integration-related restructuring costs | 5,574 | | | 3,011 | | | 14,262 | | | 8,333 | |
Stock-based compensation | 532 | | | 3,435 | | | 7,202 | | | 9,010 | |
Foreign currency loss | (1,003) | | | 781 | | | 1,199 | | | 1,018 | |
Other (1) | 93 | | | 197 | | | (494) | | | 910 | |
Adjusted EBITDA | $ | 12,986 | | | $ | 14,159 | | | $ | 39,162 | | | $ | 41,726 | |
(1) “Other” adjustments are comprised of adjustments for certain indirect or non-income based taxes.
Transformation expenses are related to the implementation of our strategic transformation plan and include the costs of a re-write of our core technology platform, expenses incurred to design certain new IoT Solutions, and “go-to-market” capabilities. These expenses were completed in 2023.
Integration-related restructuring costs for the three and nine months ended September 30, 2024 were primarily comprised of severance costs associated with the restructuring program previously announced in August 2024, as well as retention bonuses, severances, license and subscription fees, and professional services related to integration of previously acquired businesses. For the three and nine months ended September 30, 2023, these costs were primarily associated with legal, accounting diligence, quality of earnings, valuation, and search expenses related to the acquisition of the Twilio IoT business.
Free Cash Flow
Free cash flow is defined as net cash provided by operating activities reduced by capital expenditures consisting of purchases of property and equipment, purchases of intangible assets and capitalization of internal use software. We believe free cash flow is an important liquidity measure of the cash that is available for operational expenses, investments in our business, strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases.
The following table sets forth a reconciliation of net cash provided by operating activities to free cash flow for the nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | |
| | | Nine Months Ended September 30, |
(in thousands) | | | | | 2024 | | 2023 |
Net cash provided by operating activities | | | | | $ | 7,066 | | | $ | 4,493 | |
Purchases of property and equipment | | | | | (1,944) | | | (3,410) | |
Additions to intangible assets | | | | | (10,233) | | | (12,186) | |
Free cash flow | | | | | $ | (5,111) | | | $ | (11,103) | |
Non-GAAP Profit and Non-GAAP Margin
Gross profit and gross margin as calculated in accordance with GAAP include depreciation and amortization as part of a cost of revenue, which is shown separately for convenience in the below GAAP reconciliation.
Non-GAAP Margin is a non-GAAP measure defined as non-GAAP gross profit divided by revenue, expressed as a percentage. Non-GAAP gross profit is a non-GAAP measure defined as gross profit excluding certain (i) inventory adjustments that may not be indicative of ongoing operations, (ii) depreciation and (iii) amortization.
The table below sets forth gross profit and gross margin calculated in accordance with GAAP, based upon the categories of revenue and associated costs disaggregated by “cost of services” and “cost of products,” reconciled to Non-GAAP profit and Non-GAAP margin, disaggregated by “cost of services” and “cost of products,” as well as overall:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
($ in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
Services | $ | % | | $ | % | | $ | % | | $ | % |
Revenue | $ | 58,204 | | | | $ | 57,046 | | | | $ | 175,162 | | | | $ | 155,619 | | |
Cost of revenue, excluding depreciation and amortization | 22,951 | | | 22,794 | | | | 69,816 | | | | 57,405 | | |
Depreciation and amortization in cost of revenue (1) | 12,458 | | | | 11,435 | | | | 35,520 | | | | 36,551 | | |
Gross profit $ / margin % | $ | 22,795 | | 39.2 | % | | $ | 22,817 | | 40.0 | % | | $ | 69,826 | | 39.9 | % | | $ | 61,663 | | 39.6 | % |
| | | | | | | | | | | |
Exclude: Inventory adjustments | — | | | | — | | | | — | | | | — | | |
Exclude: Depreciation and amortization | 12,458 | | | | 11,435 | | | | 35,520 | | | | 36,551 | | |
Non-GAAP profit $ / margin % | $ | 35,253 | | 60.6 | % | | $ | 34,252 | | 60.0 | % | | $ | 105,346 | | 60.1 | % | | $ | 98,214 | | 63.1 | % |
| | | | | | | | | | | |
Products | | | | | | | | | | | |
Revenue | $ | 10,716 | | | | $ | 11,587 | | | | $ | 37,601 | | | | $ | 48,525 | | |
Cost of revenue, excluding depreciation and amortization | 7,768 | | | | 8,202 | | | | 24,361 | | | | 35,624 | | |
Depreciation and amortization in cost of revenue (1) | 1,345 | | | | 895 | | | | 3,230 | | | | 3,129 | | |
Gross profit $ / margin % | $ | 1,603 | | 15.0 | % | | $ | 2,490 | | 21.5 | % | | $ | 10,010 | | 26.6 | % | | $ | 9,772 | | 20.1 | % |
| | | | | | | | | | | |
Exclude: Inventory adjustments | 886 | | | | 103 | | | | 886 | | | | 103 | | |
Exclude: Depreciation and amortization | 1,345 | | | | 895 | | | | 3,230 | | | | 3,129 | | |
Non-GAAP profit $ / margin % | $ | 3,834 | | 35.8 | % | | $ | 3,488 | | 30.1 | % | | $ | 14,126 | | 37.6 | % | | $ | 13,004 | | 26.8 | % |
| | | | | | | | | | | |
Overall profit $ / margin % | $ | 24,398 | | 35.4 | % | | $ | 25,307 | | 36.9 | % | | $ | 79,836 | | 37.5 | % | | $ | 71,435 | | 35.0 | % |
Non-GAAP profit $ / margin % | $ | 39,087 | | 56.7 | % | | $ | 37,740 | | 55.0 | % | | $ | 119,472 | | 56.2 | % | | $ | 111,218 | | 54.5 | % |
(1) Depreciation and amortization as included in cost of revenue for GAAP. Separately shown for recalculation purposes.
The table below sets forth gross profit and gross margin calculated in accordance with GAAP, based upon the categories of revenue and associated costs disaggregated by “IoT Connectivity” and “IoT Solutions,” reconciled to Non-GAAP profit and Non-GAAP margin, disaggregated by “IoT Connectivity” and “IoT Solutions”:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
($ in thousands) | 2024 | | 2023 | | 2024 | | 2023 |
IoT Connectivity | $ | % | | $ | % | | $ | % | | $ | % |
Revenue | $ | 56,721 | | | | $ | 55,169 | | | | $ | 170,377 | | | | $ | 147,042 | | |
Cost of revenue, excluding depreciation and amortization | 22,153 | | | | 21,151 | | | | 66,638 | | | | 53,122 | | |
Depreciation and amortization in cost of revenue (1) | 12,458 | | | | 11,435 | | | | 35,520 | | | | 36,551 | | |
Gross profit $ / margin % | $ | 22,110 | | 39.0 | % | | $ | 22,583 | | 40.9 | % | | $ | 68,219 | | 40.0 | % | | $ | 57,369 | | 39.0 | % |
| | | | | | | | | | | |
Exclude: Inventory adjustments | — | | | | — | | | | — | | | | — | | |
Exclude: Depreciation and amortization | 12,458 | | | | 11,435 | | | | 35,520 | | | | 36,551 | | |
Non-GAAP profit $ / margin % | $ | 34,568 | | 60.9 | % | | $ | 34,018 | | 61.7 | % | | $ | 103,739 | | 60.9 | % | | $ | 93,920 | | 63.9 | % |
| | | | | | | | | | | |
IoT Solutions | | | | | | | | | | | |
Revenue | $ | 12,199 | | | | $ | 13,464 | | | | $ | 42,386 | | | | $ | 57,102 | | |
Cost of revenue, excluding depreciation and amortization | 8,566 | | | | 9,845 | | | | 27,539 | | | | 39,907 | | |
Depreciation and amortization in cost of revenue (1) | 1,345 | | | | 895 | | | | 3,230 | | | | 3,129 | | |
Gross profit $ / margin % | $ | 2,288 | | 18.8 | % | | $ | 2,724 | | 20.2 | % | | $ | 11,617 | | 27.4 | % | | $ | 14,066 | | 24.6 | % |
| | | | | | | | | | | |
Exclude: Inventory adjustments | 886 | | | | 103 | | | | 886 | | | | 103 | | |
Exclude: Depreciation and amortization | 1,345 | | | | 895 | | | | 3,230 | | | | 3,129 | | |
Non-GAAP profit $ / margin % | $ | 4,519 | | 37.0 | % | | $ | 3,722 | | 27.6 | % | | $ | 15,733 | | 37.1 | % | | $ | 17,298 | | 30.3 | % |
| | | | | | | | | | | |
Overall profit $ / margin % | $ | 24,398 | | 35.4 | % | | $ | 25,307 | | 36.9 | % | | $ | 79,836 | | 37.5 | % | | $ | 71,435 | | 35.0 | % |
Non-GAAP profit $ / margin % | $ | 39,087 | | 56.7 | % | | $ | 37,740 | | 55.0 | % | | $ | 119,472 | | 56.2 | % | | $ | 111,218 | | 54.5 | % |
(1) Depreciation and amortization as included in cost of revenue for GAAP. Separately shown for recalculation purposes.
During the three months ended September 30, 2024, IoT Connectivity Non-GAAP Margin decreased 0.8% compared to three months ended September 30, 2023, primarily driven by the inclusion of the lower margin IoT Connectivity revenue from the acquisition of Twilio’s IoT business.
During the three months ended September 30, 2024, IoT Solutions Non-GAAP Margin increased 9.4% as compared to the three months ended September 30, 2023, primarily driven by the volume mix of hardware sourced at a lower cost base as compared to prior year. Additional benefits have been realized from growth in residual partner agreements.
During the nine months ended September 30, 2024, IoT Connectivity Non-GAAP Margin decreased 3.0% compared to the nine months ended September 30, 2023, primarily driven by the inclusion of the lower margin IoT Connectivity revenue from the acquisition of Twilio’s IoT business.
During the nine months ended September 30, 2024, IoT Solutions non-GAAP Margin increased 6.8% compared to the nine months ended September 30, 2023, primarily driven by the volume mix of hardware sourced at a lower cost base as compared to prior year. Additional benefits have been realized from growth in residual partner agreements.
Key Operational Metrics
We review a number of operational metrics to measure our performance, identify trends affecting our business, prepare financial projections, and make strategic decisions. The operational metrics identified by management as key operational metrics are Total Number of Connections, Average Connections, Dollar-Based Net Expansion Rate, Total Contract Value, and Average Revenue per User.
Total Number of Connections and Average Connections
Our “Total Number of Connections at period end” constitutes the total of all our IoT Connectivity services connections, which includes the contribution of eSIMs but excludes certain connections where mobile carriers license our subscription management platform from us. The “Average Connections Count” is the simple average of the total connections during the relevant fiscal period(s) presented.
These metrics are the principal measures used by management to assess the growth of the business on a periodic basis, on a SIM and / or device-based perspective. We believe that investors also use these metrics for similar purposes.
The table below sets forth our Total Number of Connections as of September 30, 2024 and December 31, 2023:
| | | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 | |
Total Number of Connections at period end | 18.8 | million | | 18.5 | million | |
The table below sets forth our Average Connections Count for the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | |
| September 30, 2024 | | September 30, 2023 | |
Average Connections Count for the three months ended | 18.6 | million | | 18.7 | million | |
Average Connections Count for the nine months ended | 18.4 | million | | 16.8 | million | |
Total number of connections at period end as of September 30, 2024 and December 31, 2023 presented above included an approximate increase of 3.7 million and 3.3 million, respectively, related to the acquisition of Twilio’s IoT business. Average connections count for the three and nine months ended September 30, 2024 presented above included an approximate increase of 3.7 million and 3.5 million, respectively, related to the acquisition of Twilio’s IoT business. Average connections count for the three and nine months ended September 30, 2023 presented above included an approximate increase of 3.1 million related to the acquisition of Twilio’s IoT business.
Dollar Based Net Expansion Rate (“DBNER”)
DBNER tracks the combined effect of cross-sales of IoT Solutions to KORE’s existing customers, its customer retention and the growth of its existing business. KORE calculates DBNER by dividing the revenue for a given period (“given period”) from existing go-forward customers by the revenue from the same customers for the same period measured one year prior (“base period”).
The revenue included in the current period excludes revenue from (i) customers that are “non-go-forward” customers, meaning customers that have either communicated to KORE before the last day of the current period their intention not to provide future business to KORE or customers that KORE has determined are transitioning away from KORE based on a sustained multi-year time period of declines in revenue and (ii) new customers that started generating revenue after the end of the base period. For the purposes of calculating DBNER, if KORE acquires a company during the given period or the base period, then the revenue of a customer before the acquisition but during either the given period or the base period is included in the calculation. For example, to calculate our DBNER for the trailing 12 months ended September 30, 2024, we divide (i) revenue, for the trailing 12 months ended September 30, 2024, from go-forward customers that started generating revenue on or before September 30, 2023, by (ii) revenue, for the trailing 12 months ended September 30, 2023, from the same cohort of customers.
It is often difficult to ascertain which customers should be deemed not to be go-forward customers for purposes of calculating DBNER. Customers are not required to give notice of their intention to transition off of the KORE platform, and a customer’s exit from the KORE platform can take months or longer, and total connections of any particular customer can at any time increase or decrease for any number of reasons, including pricing, customer satisfaction or product fit—accordingly, a decrease in total connections may not indicate that a customer is intending to exit