KORE Group Holdings Amends 10-Q Filing

TL;DR

KORE Group Holdings restates Q2 2024 financials in amended 10-Q filing.

AI Summary

KORE Group Holdings, Inc. filed an Amendment No. 1 on Form 10-Q/A on November 19, 2024, to restate its Unaudited Condensed Consolidated Financial Statements for the quarterly period ended June 30, 2024. This amendment revises information previously filed on August 14, 2024, with the SEC.

Why It Matters

This filing indicates a need to correct or clarify previously reported financial information, which could impact investor understanding of the company's performance as of June 30, 2024.

Risk Assessment

Risk Level: medium — Amendments to financial filings can signal accounting issues or misstatements, requiring closer scrutiny by investors.

Key Numbers

• 20240630 — Period End Date (The financial statements for this period were restated.)
• 20241119 — Filing Date (Date the amended 10-Q/A was filed with the SEC.)

Key Players & Entities

• KORE Group Holdings, Inc. (company) — Filer of the 10-Q/A amendment
• SEC (company) — Recipient of the filing
• August 14, 2024 (date) — Original filing date of the Form 10-Q
• June 30, 2024 (date) — Period end date for the restated financial statements
• November 19, 2024 (date) — Filing date of the amended 10-Q/A

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common stock, $0.0001 par value per share KORE New York Stock
• $17.7 million — ended June 30, 2024 was understated by $17.7 million in the Company's Unaudited Condensed Co
• $2.8 million — rd an additional goodwill impairment of $2.8 million as of and for the period ended June 30,

Filing Documents

• kore-20240630.htm (10-Q/A) — 1171KB
• a20240630-exx311xrestateme.htm (EX-31.1) — 9KB
• a20240630-exx312xrestateme.htm (EX-31.2) — 8KB
• a20240630-exx321xrestateme.htm (EX-32.1) — 5KB
• a20240630-exx322xrestateme.htm (EX-32.2) — 5KB
• 0001855457-24-000084.txt ( ) — 6272KB
• kore-20240630.xsd (EX-101.SCH) — 40KB
• kore-20240630_cal.xml (EX-101.CAL) — 52KB
• kore-20240630_def.xml (EX-101.DEF) — 205KB
• kore-20240630_lab.xml (EX-101.LAB) — 500KB
• kore-20240630_pre.xml (EX-101.PRE) — 384KB
• kore-20240630_htm.xml (XML) — 920KB

- Item 1. Financial Statements (Unaudited);

Part I - Item 1. Financial Statements (Unaudited);

- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations;

Part I - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations;

- Item 4. Controls and Procedures;

Part I - Item 4. Controls and Procedures;

- Item 1A. Risk Factors; and

Part II - Item 1A. Risk Factors; and

- Item 6. Exhibits

Part II - Item 6. Exhibits. In addition, the Company has corrected the number of shares of common stock, par value $0.0001 per share ("common stock"), outstanding as of August 12, 2024, on the cover page of this Amended Form 10-Q in order to exclude 1,000,000 treasury shares that were erroneously included in the number of shares of common stock outstanding on the cover page of the Original Form 10-Q. Finally, the Company has included in this Amended Form 10-Q updated certifications executed by the Company's principal executive officer and principal financial officer as of the date of this Amended Form 10-Q as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The updated certifications are included hereto as Exhibits 31.1, 31.2, 32.1, and 32.2. Pursuant to Rule 12b-15, this Amended Form 10-Q sets forth the complete text of each item listed above, as amended. Except for such items, this Amended Form 10-Q does not amend, update or change any other items or disclosures in the Original Form 10-Q and continues to describe the conditions as of the date of the Original Form 10-Q. As such, except as set forth herein, we have not updated or modified the disclosures contained in the Original Form 10-Q to reflect any events that have occurred after the Original Form 10-Q. TABLE OF CONTENTS Page

- Financial Information

Part I - Financial Information Item 1.

Financial Statements (Unaudited)

Financial Statements (Unaudited) 5 Condensed Consolidated Balance Sheets 5 Condensed Consolidated Statements of Operations and Comprehensive Loss 6 Condensed Consolidated Statements of Changes in Stockholders' Equity 7 Condensed Consolidated Statements of Cash Flows 8 Notes to the Condensed Consolidated Financial Statements 9 Note 1 - Summary of Significant Accounting Policies 9 Note 2 - Revenue Recognition 12 Note 3 - Accounts Receivable 13 Note 4 - Goodwill 14 Note 5 - Condensed Consolidated Financial Statement Details 14 Note 6 - Derivatives 15 Note 7 - Fair Value Measurements 16 Note 8 - Stock-based Compensation 18 Note 9 - Net Loss Per Share 18 Note 10 - Related Party Transactions 19 Note 11 - Commitments and Contingencies 21 Note 12 - Subsequent Events 22 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 35 Item 4.

Controls and Procedures

Controls and Procedures 35

- Other Information

Part II - Other Information Item 1.

Legal Proceedings

Legal Proceedings 36 Item 1A.

Risk Factors

Risk Factors 36 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 36 Item 3. Defaults Upon Senior Securities 37 Item 4. Mine Safety Disclosures 37 Item 5. Other Information 37 Item 6. Exhibits 38

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements (Unaudited)

ITEM 1. Financial Statements (Unaudited) KORE Group Holdings, Inc. Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share data) June 30, 2024 December 31, 2023 (As Restated) ASSETS Current assets: Cash $ 22,260 $ 27,137 Accounts receivable, net 45,148 52,413 Inventories, net 7,842 8,215 Prepaid expenses and other current assets 11,369 14,222 Total current assets 86,619 101,987 Noncurrent assets: Restricted cash 299 300 Property and equipment, net 10,383 10,956 Intangible assets, net 148,059 167,587 Goodwill 228,841 294,974 Operating lease right-of-use assets 9,131 9,367 Other non-current assets 4,386 1,813 Total assets $ 487,718 $ 586,984 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY Current liabilities: Accounts payable $ 21,381 $ 23,983 Accrued liabilities 24,350 23,421 Current portion of operating lease liabilities 1,522 1,446 Deferred revenue 8,531 9,044 Current portion of long-term debt and other borrowings, net 1,850 2,411 Warrant liabilities to affiliates 4,978 11,664 Total current liabilities 62,612 71,969 Noncurrent liabilities: Operating lease liabilities 9,021 9,446 Long-term debt and other borrowings, net 295,863 296,109 Deferred income tax liabilities, net 7,474 13,795 Accrued interest due to affiliate 12,766 2,530 Mandatorily redeemable preferred stock due to affiliate, net 142,206 141,594 Other liabilities 14,936 14,568 Total liabilities 544,878 550,011 Commitments and Contingencies Stockholders' (deficit) equity: Common stock, voting, par value $ 0.0001 per share; 315,000,000 shares authorized; 17,982,993 shares issued and 16,982,993 outstanding as of June 30, 2024, and 17,476,530 shares issued and 16,476,530 outstanding as of December 31, 2023 8 8 Additional paid-in capital 467,439 461,069 Accumulated other comprehensive loss ( 5,353 ) ( 6,070 ) Accumulated deficit ( 516,500 ) ( 415,280 ) Treasury stock, at cost, 1,000,000 shares ( 2,754 ) ( 2,754 ) Total stockho

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