kore-20250930

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, 2025


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.)

1155 Perimeter Center West, 11th Floor, Atlanta, GA			30338
(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

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 10, 2025, there were 17,539,937 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS


		Page
Part I - Financial Information

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to the Condensed Consolidated Financial Statements	7
	Note 1 - Summary of Significant Accounting Policies	7
	Note 2 - Revenue Recognition	8
	Note 3 - Accounts Receivable	9
	Note 4 - Inventories	9
	Note 5 - Condensed Consolidated Financial Statement Details	10
	Note 6 - Derivatives	11
	Note 7 - Fair Value Measurements	11
	Note 8 - Net Loss Per Share	14
	Note 9 - Related Party Transactions	15
	Note 10 - Commitments and Contingencies	16
	Note 11 - Segment Disclosures	17
	Note 12 - Liquidity	18
	Note 13 - Income Taxes	19
	Note 14 - Subsequent Events	19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

Part II - Other Information

Item 1.	Legal Proceedings	36
Item 1A.	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

	Signatures	39

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, 2025		December 31, 2024
ASSETS
Current assets:
Cash	$	19,288	$	19,408
Accounts receivable, net	46,179		43,980
Inventories, net	7,362		6,653
Prepaid expenses and other current assets	9,323		9,922
Total current assets	82,152		79,963
Noncurrent assets:
Restricted cash	308		293
Property and equipment, net	7,983		9,052
Intangible assets, net	93,568		125,057
Goodwill	228,844		228,844
Operating lease right-of-use assets	6,219		8,412
Other non-current assets	4,308		4,212
Total assets	$	423,382	$	455,833

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	17,463	$	14,827
Accrued liabilities	34,090		31,849
Current portion of operating lease liabilities	1,213		1,431
Deferred revenue	8,796		8,509
Current portion of long-term debt and other borrowings, net	1,850		1,850
Warrant liabilities to affiliates	5,700		7,624
Total current liabilities	69,112		66,090
Noncurrent liabilities:
Operating lease liabilities	5,932		8,278
Long-term debt and other borrowings, net	295,325		295,661
Deferred income tax liabilities, net	860		4,131
Accrued interest due to affiliate	41,537		23,798
Mandatorily redeemable preferred stock due to affiliate, net	143,627		142,776
Other liabilities	12,703		14,699
Total liabilities	569,096		555,433
Commitments and Contingencies
Stockholders’ deficit:
Common stock, voting, par value $0.0001 per share; 315,000,000 shares authorized; 18,705,461 shares issued and 17,512,724 outstanding as of September 30, 2025, and 18,201,093 shares issued and 17,008,356 outstanding as of December 31, 2024	8		8
Additional paid-in capital	470,040		468,711
Accumulated other comprehensive loss	(6,728)		(3,778)
Accumulated deficit	(605,849)		(561,356)
Treasury stock, at cost, 1,192,737 shares	(3,185)		(3,185)
Total stockholders’ deficit	(145,714)		(99,600)
Total liabilities and stockholders’ deficit	$	423,382	$	455,833

See accompanying notes to condensed consolidated financial statements

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,
	2025		2024		2025		2024
Revenue
Services	$	57,068	$	58,204	$	168,847	$	175,162
Products	11,624		10,716		43,237		37,601
Total revenue	68,692		68,920		212,084		212,763
Cost of revenue
Services	22,601		22,951		68,322		69,816
Products	8,142		7,768		27,353		24,361
Total cost of revenue (exclusive of depreciation and amortization shown separately below)	30,743		30,719		95,675		94,177
Operating expenses
Selling, general, and administrative expenses	28,457		29,458		87,110		99,702
Selling, general, and administrative expenses incurred with affiliate	—		155		—		484
Depreciation and amortization	13,700		14,214		41,187		42,243
Goodwill impairment	—		—		—		65,864
Total operating expenses	42,157		43,827		128,297		208,293
Operating loss	(4,208)		(5,626)		(11,888)		(89,707)
Other expense (income)
Interest expense, including amortization of deferred financing costs	7,374		7,844		22,018		23,573
Interest expense incurred with affiliate, including amortization of deferred financing costs	6,167		5,427		17,739		15,663
Interest income	(159)		(212)		(469)		(887)
Change in fair value of warrant liabilities to affiliates	72		337		(1,924)		(6,349)
Loss on sale of assets	—		—		1,115		—
Other (income) expense, net	(366)		798		(3,880)		1,407
Loss before income taxes	(17,296)		(19,820)		(46,487)		(123,114)
Income tax benefit	(4,589)		(412)		(1,994)		(2,486)
Net loss	$	(12,707)

SEC Form 10-Q filed by KORE Group Holdings Inc.