KORE Group Holdings, Inc.KORE

KORE Group Holdings, Inc. Earnings Per Share Disclosure

10-KFiled Apr 30, 20252 min read
NET LOSS PER SHARE
The table below sets forth a reconciliation of the basic and diluted earnings per share (“EPS”) calculations for the years ended December 31, 2024 and 2023:

For the Year Ended December 31,
($ in thousands, except share and per share amounts)20242023
Numerator:
Net loss$(146,076)$(167,042)
Denominator:
Weighted average shares outstanding - basic19,246,799 16,761,646
Effect of dilutive equity awards (1)
— — 
Weighted average shares outstanding - diluted19,246,799 16,761,646 
Net loss per share:
Basic$(7.59)$(9.97)
Diluted$(7.59)$(9.97)

(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 years ended December 31, 2024 and 2023 for both basic and diluted earnings per share, the Company included the Penny Warrants issued to Searchlight in transactions dated November 15, 2023 and December 13, 2023, as the common shares of stock that would be issuable upon the exercise of the warrants are issuable for nominal consideration 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 December 31, 2024 and December 31, 2023.

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

For the Year Ended December 31,
20242023
Common stock issuable due to grants of RSUs with service only (i.e., time-vesting) conditions1,022,014 1,238,750 
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 limited at 9.9% of the common stock outstanding at the time of any exercise. Common stock issuable and exercise price has been adjusted for the reverse stock split as described in Note 9 — Long-Term Debt and Other Borrowings, Net.

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.
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About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

Income TaxesRevenueFair ValuePP&EGoodwill & IntangiblesLeasesSegmentsDebtCommitmentsStock CompensationNew StandardsPay vs Performance