Summary of Refinancing Transaction
Disclaimers
Forward-Looking Statements
This presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. KORE's actual results may differ from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking
statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," "target" and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding the benefits of the acquisition of Twilio's loT assets, estimates
and forecasts of revenue, adjusted EBITDA and other financial and performance metrics, future capital availability, projections
regarding recent customer engagements, projections of market opportunity and conditions, the total contract value (TCV) of
signed contracts and potential revenue opportunities in KORE's sales funnel, and related expectations. These statements are
based on various assumptions and on the current expectations of KORE's management. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person
as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control
of KORE. These forward-looking statements are subject to a number of risks and uncertainties, including general economic,
financial, legal, political and business conditions and changes in domestic and foreign markets; the potential effects of COVID-19;
risks related to the rollout of KORE's business and the timing of expected business milestones; risks relating to the integration of
KORE's acquired companies, changes in the assumptions underlying KORE's expectations regarding its future business; our ability
to negotiate and sign a definitive contract with a customer in our sales funnel; our ability to realize some or all of the Total
Contract Value (TCV) of customer contracts as revenue, including any contractual options available to customers or contractual
periods that are subject to termination for convenience provisions; the effects of competition on KORE's future business; and the
outcome of judicial proceedings to which KORE is, or may become a party. If the risks materialize or assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks
that KORE presently does not know or that KORE currently believes are immaterial that could also cause actual results to differ
materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect KORE's
expectations, plans or forecasts of future events and views as of the date of this presentation. KORE anticipates that subsequent
events and developments will cause these assessments to change. However, while KORE may elect to update these forward-
looking statements at some point in the future, KORE specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing KORE's assessments as of any date subsequent to the date of this
presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Use of Projections
This presentation also contains certain financial forecasts of KORE. KORE's independent auditors have not studied, reviewed,
compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and
accordingly, neither of them has expressed an opinion or provided any other form of assurance with respect thereto for the
purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being
necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are
inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties
that could cause actual results to differ materially from those contained in the prospective financial information. Projections are
inherently uncertain due to a number of factors outside of KORE's control. Accordingly, there can be no assurance that the
prospective results are indicative of future performance of KORE or that actual results will not differ materially from those
presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should
not be regarded as a representation by any person that the results contained in the prospective financial information will be
achieved.
Use of Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating
our operational performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for
internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to
investors in assessing our operating performance.
"EBITDA" is defined as net income (loss) before interest expense or interest income, income tax expense or benefit, and depreciation
and amortization. "Adjusted EBITDA" is defined as EBITDA adjusted for unusual and other significant items that management views as
distorting the operating results from period to period. Such adjustments may include stock-based compensation, integration and
acquisition-related charges, tangible and intangible asset impairment charges, certain contingent liability reversals, transformation,
and foreign currency transaction gains and losses. EBITDA and Adjusted EBITDA are intended as supplemental measures of our
performance that are neither required by, nor presented in accordance with, GAAP. We believe that the use of EBITDA and Adjusted
EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the
Company's financial measures with those of comparable companies, which may present similar non-GAAP financial measures to
investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA we may incur future expenses similar to
those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an
inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not
be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted
EBITDA in the same fashion.
Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance
measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using
EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA
below and not rely on any single financial measure to evaluate our business.
We have not provided the forward-looking GAAP equivalents for the forward-looking non-GAAP financial measure Adjusted EBITDA or
a GAAP reconciliation as a result of the uncertainty regarding, and the potential variability of, reconciling items including but not
limited to stock-based compensation expense, foreign currency loss or gain and acquisition and integration-related expenses.
Accordingly, a reconciliation of this non-GAAP guidance metric to its corresponding GAAP equivalents is not available without
unreasonable effort. However, it is important to note that material changes to reconciling items could have a significant effect on
future GAAP results and, as such, we also believe that any reconciliations provided would imply a degree of precision that could be
confusing or misleading to investors.
KORE
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