KORE Group Holdings, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

NET LOSS PER SHARE

NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2025

The table below sets forth a reconciliation of the basic and diluted earnings per share (“EPS”) calculations for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
($ in thousands, except share and per share amounts)	2025		2024
Numerator:
Net loss	$	(14,908)	$	(17,587)

Denominator:
Weighted average shares outstanding - basic	19,433,080		18,992,075
Effect of dilutive equity awards (1)	—		—
Weighted average shares outstanding - diluted	19,433,080		18,992,075

Net loss per share:
Basic	$	(0.77)	$	(0.93)
Diluted	$	(0.77)	$	(0.93)

(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 months ended March 31, 2025 and 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 of common stock or cashless exercise at the option of Searchlight. The Penny Warrants were exercisable immediately upon issuance, although no warrants had been exercised as of March 31, 2025 and December 31, 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 March 31,
	2025	2024
Common stock issuable due to grants of RSUs with service only (i.e., time-vesting) conditions	882,886	1,037,219
Common stock issuable on conversion of the Backstop Notes (1)	1,920,007	1,920,007
Common stock issuable on exercise of private placement warrants	54,556	54,556

(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 at 9.9% of the common stock outstanding at the time of any exercise.

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.