Greetings and welcome to the KORE Group Holdings Fourth Quarter 2022 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] Please note that this conference is being recorded. I would now turn the conference over to our host Charley Brady, Vice President, Investor Relations to begin. Thank you.

Thank you, operator. On today’s call, we’ll be referring to the fourth quarter 2022 earnings presentation that will be helpful to follow along with as well as the press release filed this afternoon that details the company’s fourth quarter 2022 results, both of which can be found on the Investor Relations page at ir.korewireless.com. Finally a recording of the call will be available on the Investors section of the company’s website later today. Please note, that this webcast includes forward-looking statements. Statements about the company’s beliefs and expectations containing words such as may, will, could, believe, expect, anticipate and similar expressions are forward-looking statements that are based on assumptions and beliefs as of today. The company encourages you to review the Safe Harbor statements, risk factors and other disclaimers contained on this slide and today’s press release, as well as in the company’s filings with the Securities and Exchange Commission, which identify specific risk factors that may cause actual results or events to differ materially from those described in our forward-looking statements. The company does not undertake to publicly update or revise any forward-looking statements after this webcast. The company also notes that it will be discussing non-GAAP financial information on this call. The company is providing that information as a supplement to information prepared in accordance with the accounting principles generally accepted in the United States or GAAP. You can find a reconciliation of these metrics to the company’s reported GAAP results in the reconciliation tables provided in today’s earnings release and presentation. I’ll now turn the call over to Romil Bahl, the company’s President and Chief Executive Officer.

Thank you, Charley. Good afternoon everyone, and thank you for joining us today for our fourth quarter 2022 earnings call. With me is Paul Holtz, KORE’s Chief Financial Officer. As always, we will start with an overview of our key announcements, including our separate announcement this morning that we are acquiring Twilio's IoT business, which we believe is a fantastic fit with our growth strategy. The Twilio business unit strengthens KORE's eSIM leadership position and expands KORE's existing deploy, manage, and scale value proposition by adding build services, thereby bolstering our competitive positioning as a one-stop shop for IoT connectivity and deployment. Following this, we will present an overview of our financial results for the fourth quarter and full year 2022 and provide financial guidance for 2023. We will finish with a Q&A session. This morning we announced that KORE has signed a definitive agreement to acquire Twilio's IoT business. In this transaction as consideration for KORE's acquisition of Twilio's IoT business, Twilio is taking an equity ownership position in KORE of 10 million shares of common stock. Upon closing, Twilio will become one of KORE's largest shareholders representing a vote of confidence in KORE's leading pure play IoT position. We expect the acquisition will be slightly diluted to EBITDA in 2023 and accretive beginning in 2024. Our initial 2023 guidance, which I will discuss shortly, includes the addition of Twilio's IoT business from an assumed closing date of June 1st. We believe this transaction is a win-win-win for KORE, Twilio and customers of both companies. There are several dimensions to the overall strategic rationale of this deal. First, KORE is a leader in the IoT connectivity market and we intend to be one of the few large IoT hyperscalers following the inevitable and ongoing market consolidation. We believe adding…

Thanks Romil, and good afternoon everyone. For those who are following KORE, you already are aware that we filed a Form 12b-25 with the SEC on Friday, March 17th with respect to our Form 10-K for fiscal year 2022. As indicated in the Form 12b-25 during the process of preparing our fiscal year 2022 financial statements, we discovered misstatements related to various items, but mainly involving current and deferred income tax liabilities or benefits in the various foreign jurisdictions that we operate in. The tax misstatements relate to prior periods, including periods prior to KORE becoming a public company. Management, the audit committee and our external auditors have all concluded that the misstatements are not material and will result in a revision of prior period financial statements in the 2022 Form 10-K, which we attend to file on March 31st. These revisions will also include correcting all prior years immaterial unadjusted audit differences. Now on our results. For slide nine, fourth quarter revenue declined 3% year-over-year to $62.4 million compared to $64.4 million in the fourth quarter of 2021. As previously communicated, the fourth quarter of 2021 included revenue attributed to the LTE transition project at our largest customer, which concluded in Q2, 2022. Revenue growth was also impacted by various carrier 2G/3G sunsets in the United States, which were essentially completed by the end of 2022. By segment, IoT connectivity revenue of $43.7 million increased 1% year-over-year. Growth from new and existing customers excluding non-KORE customers was approximately 7% year-over-year. Offsetting this growth was a decline in the non-KORE customer revenue cohort and the negative impact of lower pricing to existing customers relate to the shift of 2G/3G devices to LTE. All of these combined to reduced revenue growth by approximately 6% year-over-year. IoT solutions revenue declined 11% year-over-year…

Thanks Paul. Last quarter, we began providing additional insight into our global sales pipeline, which you see on slide 11. As of December 31st 2022, our pipeline has grown to include approximately 1,400 opportunities with a potential total contract value, or TCV, in excess of $430 million. In the fourth quarter, we added $30 million to our closed one TCV, thereby ending the year at $102 million, exceeding our goal for the year, even while increasing the size of our overall funnel. While we expect to recognize the majority of sold TCV as revenue over four years, it is important to note that the closed TCV figure is aggregated across all of our business lines, which have different durations of revenue recognition. IoT connectivity revenue tends to have a slower ramp and can go out beyond the four years we use for TCV calculations. While IoT managed services include both one-time revenue projects that is generally recognized in one to two years, and recurring revenue usually recognized over three years. The important summary point is that our closed one TCV continues to show solid growth in how we are adding new business and is additive to our 80%-plus annual recurring revenue. Given this, we feel confident in our revenue growth forecast for 2023. Slide 12 showcases a few examples of our wins in the fourth quarter that contributed to the increase in our closed one TCV. Our strategy of building preconfigured solutions is starting to prove out. In the fourth quarter, we signed two pilot agreements to begin integration and testing of our connected health telemetry solution, or CHTS, with a clinical research organization and a large remote patient monitoring services provider. CHTS simplifies remote data capture for healthcare and life sciences applications, speeds time to market and we believe…

Thank you. And ladies and gentlemen, at this time we will conduct our question-and-answer session. [Operator Instructions] Thank you. And our first question comes from Michael Latimore with Northland Capital. Please state your question.

Hi. This is Aditya on behalf of Mike Latimore. Could you give some color on the sales cycle? Are you seeing the longer sales cycle or smaller, given the macro concerns?

Yeah. Sure, Aditya. We haven't seen anything really materially different in our sales cycles. Deals that are more complex or larger enterprise type deals that that just naturally take longer because those entities have longer, more formalized processes, et cetera. Those kinds of reasons are really still the predominant reason why a sales cycle is longer rather than shorter. What we have seen a little bit in terms of our customers and potential customers responding, if you will, to the macroeconomic environment to which you are undoubtedly sort of referring, is a little bit of a shift from top line growth or revenue enablement type opportunities to more automation, more cost optimization and efficiency oriented opportunities or processes enabled by IoT. But that's the beauty of our business is we are obviously highly applicable both to top line and to bottom line, very cross industry in nature, high recurring revenue in nature. And so, we feel really pretty good about being resistant to any kind of recessionary pressures that may come.

All right. And some color on the supply chain as well is the supply chain loosening. How could that help the gross margin and revenue growth this year?

I'm sorry, ask the second part of the question. You said there's the supply chain loosening and then what?

Yeah. Yeah. How could that help the gross margin and revenue growth this year?

Yeah. So, there are some signs of the supply chain loosening, but it's definitely a sector by sector device type by device type of story. We are not out of the woods yet in terms of our customer's ability to procure devices at the volume that we'd certainly like to see. And obviously, when they're not able to get their devices, they're not placing orders with us for deployment. But we continue to be hopeful that by the end of this year we will see ongoing improvement that we have seen over the last few months. We need another, I think 12, 18 months to really dig out of the hole, that we've been in and hopefully then see our volume growth return. In terms of, is the supply chain really impacting gross margins and so on? I mean, yeah, look, I mean, in some cases where we are, I'll say merely passing along price increases or a little bit more than price increases. Our gross margins may be declining a slight bit. And again, the supply chain has to open up and some of these inflationary price points have to get back and get back to the stability. And maybe there's some improvement there. But again, none of this is particularly significant to us, right? I mean, our gross margins, for example, on the IoT connectivity side, or driven entirely by how well we can optimize, how well we can run our algorithms to optimize our spend even as our customers are spending more with us using more bandwidth. It's those kinds of factors that have much more significant impact on our gross margin rather than the supply chain per se.

All right. Fine. Thank you.

Thank you.

Our next question comes from Scott Searle with Roth MKM. Please state your question.

Hey, good afternoon. Thanks for taking my questions. Very exciting news on Twilio. I'd like to, I guess, dive right in on that front if I could. In terms of the guidance, looking at where the Street was before versus what you're guiding to now in terms of that $300 million to $310 million, is that delta entirely due to the Twilio contribution closing on June 1st? Just trying to get my hands around it because it implies $25 million or so on an annualized basis, $40 million with slightly negative EBITDA, I think relative to where the Street was before. Is that correct? Or can you calibrate us in terms of what else is going on within the KORE's core business? Are there some other elements that are starting to ramp up a little bit faster than expected? And also are there some other metrics to talk about in terms of gross margins, employees, customers installed devices, et cetera within the Twilio base to kind of start to frame the opportunity going forward?

Yeah. Thanks Scott. Look, we're certainly very excited about the -- sort of, I'll call it potential acquisition, right? Because while the agreement is, of course, definitive, the close is ahead. I mean, it's just such a great fit with our core business, right? Our IoT connectivity business. It fits right in there. It accelerates the journey we're on. It adds some complimentary capabilities. We certainly think there's a best in market type eSIM offering when you put the Twilio Super SIM together with KORE OmniSIM. Anyway, all these aspects that the people, world class, I think this is going to be a very meaningful acquisition in terms of strengthening our core business. But at the same time, we sort of have to recognize two things, right? One, it is not going to be material to our overall numbers, right? And so, there are no sort of disclosure requirements. Two, and perhaps more importantly, we have to be respectful of Twilio. Twilio's a public company. They do not disclose these numbers. Today, we are not going to disclose them. Certainly not until we close and most likely not even after that. So, apologies. But I'm not going to confirm or deny those numbers you came out with there, Scott.

Okay. Fair enough. But if I could, Romil, just following up in terms of the opportunity there, besides some of the technology value, they have a very valuable developer and customer based community. Is that part of the excitement there? Are there -- is there a way to kind of talk about monetizing that opportunity set within Twilio? And also just curious, does Twilio get a Board seat? Are they planning on holding the stock? Any other color you could provide on that. And then I had one other follow up.

Okay. Yeah, no worries. And again, thank you and certainly understand the line of questioning and frankly, I appreciate it. Look, so, first of all, you are very correct that the digital front end and I think I said this in my prepared remarks, but we really believe that this is the strongest capability for the digital consumption of IoT in the market, period, right? And as you would recognize, if I was to sort of simplistically divide up the technology stack and services to provide world class IoT services to the market into three areas, right? The first being all of the backend kind of carrier relationships, the 45 MNO backend integrations that we have, the satellite Laura stuff that we can do, et cetera. That's one category. And as you know, we are absolutely the global leader in all of that. The second big component is the connectivity management platform itself. And our seven engines and our IoT, our core one IoT platform, ConnectivityPro on top of that has emerged -- has really leapfrogged much of the market. And so, we've been all over that. And so, if you really say, okay, the next three years, et cetera, would've been around building out that digital front end, building out, I mean, we've -- we're sort of in experimental/early stage with our own developer ecosystem, with our own digital front end console and so on. It is so complimentary to get this set of assets from Twilio, which by the way includes a relatively rich patent portfolio and some IP. But also just importantly, these people, their experiences, right? That they will massively accelerate our development of these things. And look, they were just born digital. They were born in Twilio. That is what Twilio does is this cult,…

No, no, no, that's fine. And lastly, if I could, and I'll get back into the queue, but just want to clarify comments about sequential progression of revenues as we go into the first quarter. I thought you said we should see sequential increases, but wanted to clarify, is that just on the connectivity and services front, is that an aggregate for KORE proper, the entire entity? And particularly around ARPU? We've been going through the transition of sunsetting for 2G and 3G connections, now that we're past that and you're starting to add higher value video and CRO opportunities, did we finally start to see the ARPU starting to move back in the other direction? Thanks.

Yeah. No, really good questions. Yeah. Look, we were relatively confidently stating without providing guidance on the last call that, even net of the $24 million hole, right, the $12 sort of headwind from our largest customers LTE transition project going away, and then the 2G/3G revenue of about $12 million in 2022, that was obviously not going to be replicated in 2023. But despite that we thought we could put up growth numbers organically, kind of in the mid to highest single digits. And you undoubtedly used some percentage in there, Scott, and then sort of subtracted that from 310 to 320 to get to your number, which again, I'm not saying is off the mark. But what I will say is that absolutely organically we still believe we're doing that, we'll show that in Q1 when we come out here in a few weeks and continue to believe that sort of the worst is behind us. In terms of the ARPUs, look, we are just delighted that they are stabilizing, right? And frankly we're quite happy if they stay stable, because any ongoing decline per megabyte is made up for by the use of higher and higher bandwidth in most customer use cases, right? So, that's a good outcome for us, right? From a 20% price decline type place over many of the last four or five years. Could there be upside on the ARPU? Sure. I mean, there could be, right? But it will probably take us well into kind of real 5G, right? And a lot of high bandwidth usage before that will truly happen. And I wouldn't hazard to put a timeline on that per se. I continue to believe it's possible. And certainly hopeful, but couldn't tell you exactly when.

Thank you.

Thank you.

Thanks Scott.

Our next question comes from Lance Vitanza with Cowen. Please state your question.

Hey, thanks for taking the questions and congrats on the Twilio transaction. Look, Romil, I think you mentioned that when you were putting together the guidance for 2023, did you say earlier on the call that that before you layer in the Twilio component, that you were sort of looking at mid to high single digit organic normalized growth rates, obviously normalized meaning despite the fact that you had the pair of $12 million revenue headwinds for 2023. Did I hear that right?

Yeah. No, that's correct. Despite the 12 of our largest customer LTE transition project and the $12 million from our 2G/3G, we thought we could sort of fill that hole and more, and I actually went a step further on the last call, Lance and I said, when we don't have that $24 million hole in 2024, right, we could likely near double that organic growth rate without massively improving our sales performance, right? The same top line dollars that we're putting on the company in the year when I'm not subtracting 24, if it was 5, 6, 7, 8, whatever percent it was this year should be able to get you 10, 12, 14 the next year, right? So that was kind of -- yeah, what we talked about on the Q3 call.

Yeah. And I mean that sort of implies that the normalized growth rates even through fourth quarter have been quite healthy. So, I guess my question is this. How do you feel about the -- just in general, the overall trajectory in the pace of IoT deployment? And maybe the way to ask the question more specifically is this, so the growth rates that you're seeing on a normalized basis, are you -- does that sort of anticipate you taking share, or is that really just more of a barometer of what's going on in the broader market and the pace of deployments and so forth?

Yeah. No, I mean, look, I think, our goal, right, Lance, as you've sort of heard from me since we first met, is to get to that sort of rule of 40, 20% top line growth, right, company. Right? And hey, if we can do better than the rule of 40, we will. But we certainly have been sort of chomping on the bit to invest into growth and to add the sales capabilities and so forth that we were not able to do as a private company with a ton of debt and so on. And so, one way to view the Twilio acquisition is to view it as the Board supporting us to the hilt on getting to 20% EBITDA in one shot, so to speak. And I would actually argue one step further, which is it's the best investment you can make because again, hiring 30, 40, 50 salespeople, hoping half of them work out and they're fit with our culture and -- right, if you can find the talent in the first place, which isn't easy, because we certainly won't lower our standards on that, right, is a long road to temporary, right? I mean, here we get a proven group of a dozen odd sales, pre-sales folks, group of individuals that are a team, already have good customers already. So, it's fabulous and we want to get to that 20% growth. I will tell you now, to connect it back to your question, that when we hit 20% top line growth, that will include taking share, that will include growing kind of our win rates on the opportunities that we're seeing, and probably growing faster than the market. Now, it -- the market may surprise me and growth rates may hit 20% across the various services that we count in our TAM, right? But today, those markets are growing at half that or less than that depending on the connectivity pieces, the managed service pieces, depending on which piece you're talking about. So, we certainly contemplate over time getting more in our fair share.

Great. Thanks very much for taking the questions. Congrats. Bye.

Thank you, Lance.

Our next question comes from Matt Niknam with Deutsche Bank. Please state your question.

Hey, guys. Thank you for taking the question. Congrats on the deal announcement. Just two, if I could. One on the 2023 revenue guide, maybe I'll ask the question a little bit differently, and I'm not going to ask about Twilio's contribution. But any color you can provide in terms of what you're expecting for the CaaS and IoT solutions businesses, maybe within that $300 million to $310 million outlook. And then maybe secondarily also if I can ask about free cash flow, just given the bump up in interest expense. I'm just wondering if there's any expectation for any meaningful cash flow generation next year. Thanks.

Yeah. I'll set Paul up on a question, he should really answer, certainly on the IoT connectivity, IoT solutions breakout and projections within the $300 million to $310 million type guidance. On the cash flow front, look, I mean, the nature of our senior debt as such as you're aware, floating over what used to be LIBOR, I guess, once we go address it and at minimum amendment and then extend it, if not reduce it in the process, it'll be SOFR plus or whatever. But the fact is that that's expensive debt right now. And so between that and our convertible equity, which is at a much more reasonable interest rate, we're spending in the neighborhood of $40 million just servicing debt in 2023. It is just a ridiculous number. And when you then add in a little bit of extra expense on the audit revisions here on the extra CapEx and sort of cash spend that, we'll get once we close the Twilio IoT unit. Yeah. It's certainly not going to be a good free cash flow year, right, is what I'll say. And then I'll turn it over to Paul to add color.

Yeah. So, from -- the split really on the increase in revenue IoT connectivity. So like we had said low to mid single digit growth on the IoT connectivity. And then on the solution side of things, again, because we have that hole of $12 million to fill, we're looking at again, same kind of range for that also. So, if you're looking at it, it's pretty similar on both those line items. As Romil mentioned on the cash flow perspective, so we end this year around 35. For next year, I do see it going down when you include, like Romil said the integration cost -- this is again assuming June 1st closing of the deal, including any of the integration costs with them -- with the slightly dilutive that EBITDA that brings with Twilio. And then like Romil said we have some additional here audit costs in Q1 and then go public costs that will now have a full year of in 2023 versus 2022. They were kind of ramping up as the year went on. We will see the cash flow probably -- see about a negative $2 million, $3 million, $4 million next year.

If I could just follow up, also safe to assume, I know the margin guide is about 20% for the year, but safe to assume 2H could be a little bit lower as you get some dampening effects from the Twilio revenues coming in at least early on.

Yeah. So, the margins from the Twilio side are less than ours, obviously. And that's where we see a lot of our opportunity to gain here. But yeah, on the connectivity side, because all the revenue will be in the connectivity revenue. You will see from a percentage basis a little bit of a dilution from the Twilio margins in the second half.

But I would also, argue Matt, that, look, I mean, especially given this macro environment, just kind -- it's sort of smart to be a little bit conservative, sort at one point I'll just throw out there in terms of characterizing our guidance. The other point I would throw out there is that we had investments building in our organic business in more in H2 after we sort of made sure things were not falling through the ground in terms of this recession and all these macro environments, which again, we're not really seeing these signs of weakness and we feel really good about that. So -- and we're going to protect that, right? Because just in case the deal doesn't close, we're going to absolutely protect the ability to do those investments on our own. Equally, if the deal does close, there may be a little bit of rationalization of whether all of those investments are required or not. And so, we're very, very comfortable, let me say it that way, on the 20% EBITDA and yeah, there may be some impact in H2, but there may not be as big as your thinking, so.

That's great. That's great. Appreciate the color. Congrats again. Thank you.

Thank you.

Thank you. And we have time for one more question, and that question comes from Meta Marshall with Morgan Stanley. Please state your question.

Great. Thanks. Maybe two for me. Just maybe more background on how this deal came around of how long this conversation had been happening. Did they approach you? Just anything that -- any background that you could give there. And then the second question just being, now that Ericsson has kind of divested their IoT platform to Aeris, just any update on where that partnership stands? Thanks.

Okay. Good stuff, Meta. Let me see. I'm not sure exactly how much I am able to say/should say about the process with Twilio. It's been a cycle. It's been a longish cycle. They have been careful in how they've made this selection. Any more words on that should likely come from them, to be honest, as opposed to from me, in terms of what they might be willing to share in terms of the number of parties that were involved in the process and the ups and downs and so forth that go on. We are just delighted that at the end of it all, they chose to pick us, right? I mean, their bet was us. This was the place they said is the best place for their talent, for their customers, and for the go forward kind of journey of IoT, which obviously continues to be an important market for them, it's just not where they are strategically focused for the future, right? So in that sense, it's sort of a marriage made in heaven. We're just delighted that it's worked out the way it's worked out. What was the second part? Was the Ericsson question. Again, an excellent question. We were really bullish about that partnership. I at least haven't seen a closing announcement yet of the deal. And as you might imagine, between the gun jumping rules and everything else, there's not exactly a lot of conversation going on with either side right now about their plans and so forth. So, I suspect post close will start to get more insight into their plans. Let me say this. Let me show my hand a little bit in the sense that we're definitely more cautious, right, about the situation. I mean, we were deliriously happy to take IoT accelerators inbound traffic, if you will, from their international customers on their international MNOs, right? When it was part of Ericsson. When it's part of arguably a competitor or sort of wannabe competitor, we're going to be cautious. We have lots of opportunities in kind of how we develop our indirect sales channel. With between the AWSs and the Google Clouds, are we going to put more of our effort on some of those as opposed to an Ericsson, it all depends on what we hear and what their proposition comes back with. And we're certainly going to be looking hard at what, if anything, may change. Now, last thing I'll say on this, slightly long-winded answer, Meta, is that, as I said, when the Ericsson partnership announced, right, every deal had to be one at a time and there was going to be minimal revenue in 2023. And in fact, in the guidance we provided there is $0 in there, is I can say that confidently. So, there's no risk to the numbers because of what may end up on that partnership front.

Great. Thanks so much.

Awesome. Thank you.

Thank you. And I'll hand the floor back to management for closing remarks. End of Q&A:

Yeah. No, thank you so much. And operator, and thank you everyone for taking the time to listen to our earnings call. We look forward to updating with our first quarter results in what feels like just a few scanned weeks. So, speak to you all soon. Have a good evening.

Thank you. And that concludes today's conference. All parties you may disconnect. Have a great evening.