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Item 2. Management’s Discussion and Analysis

2023-11-09 compared with 2023-08-09 · 132 added, 166 removed, 76 unchanged (80% of the section changed)

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We design, develop, manufacture and market mobile connectivity products and services for the marine and land mobile markets.

We manufacture and sell our solutions in a number of major geographic areas, including internationally.

We generate a majority of our revenues from various international locations, primarily consisting of Singapore, Canada, countries in South America, European Union countries and other European countries, countries in Africa, Asia/Pacific and the Middle East, and India.

We offer satellite communications products and services.

Our satellite-only and hybrid products enable marine customers to receive data, Voice over Internet Protocol (VoIP), and value-added services via satellite, cellular, and shore-based Wi-Fi networks onboard commercial, leisure, and military/government vessels.

In addition, the Company’s in-motion television terminals permit customers to receive live digital television via regional satellite services in marine vessels, recreational vehicles, buses and automobiles.

We sell our products through an extensive international network of dealers and distributors.

We also sell and lease products to service providers and end users.

Our service sales primarily represent revenue earned from satellite internet airtime services.

We provide, for monthly fixed fees and per-usage fees, satellite connectivity encompassing broadband internet, data and VoIP services, to our TracNet H-series and TracPhone V-HTS series customers via our global HTS network.

Revenue from our cellular airtime service has increasingly supplemented, and we expect will continue to supplement, our satellite-only airtime revenue following the mid-2022 launch of the KVH ONE hybrid network and TracNet H-series terminals.

This product and service combination integrates global satellite service with KVH-provided cellular service in more than 150 countries, along with shore-based Wi-Fi access.

The May 2023 introduction of the KVH ONE OpenNet Program expanded access to KVH's global HTS network and airtime services to non-KVH terminals for the first time.

Our service sales also include the distribution of entertainment, including news, sports, music, and movies, to commercial customers in the maritime, hotel, and retail markets through KVH Media Group, along with supplemental value-added cybersecurity, email, and crew internet services.

In addition, we earn monthly usage fees for third-party satellite connectivity for VoIP, data and Internet services to our Inmarsat and Iridium customers who choose to activate their subscriptions with us.

Service sales also include sales from product repairs and extended warranty sales.

Our marine leisure business is highly seasonal, and seasonality can also impact our commercial marine business.

Historically, we have generated the majority of our marine leisure product revenues during the first and second quarters of each year, and these revenues typically decline in the third and fourth quarters of each year, compared to the first two quarters.

Temporary suspensions of our airtime services typically increase in the third and fourth quarters of each year as boats are placed out of service during the winter months.

Disposition of Business

On April 29, 2022, KVH Media Group Limited, our wholly owned subsidiary, sold its subsidiary KVH Media Group Entertainment Limited for net cash proceeds of approximately $2.4 million.

This transaction did not meet the criteria as a discontinued operation under ASC 205-20.

We recorded a gain on the sale of approximately $0.6 million, which is recorded in other income, net in the accompanying consolidated statements of operations.

Management Transition and Restructuring

On March 7, 2022, we announced that our President and Chief Executive Officer, Martin Kits van Heyningen, was retiring from his executive and Board roles after more than 40 years of service and assuming a consulting position with us.

We incurred approximately $0.5 million of costs associated with the management transition through March 31, 2022, including a separation payment, consulting fees and health insurance coverage for Mr.

Kits van Heyningen, as well as professional and advisory fees.

As of June 30, 2023, all payments related to the additional fees had been completed.

In March 2022, we also restructured our operations to reduce costs and better pursue a more focused strategy.

We reduced our workforce by approximately 10% and began incurring reduced expenses from these actions beginning in the second quarter of 2022.

Approximately $2.2 million of severance payments, other employee benefits, and legal and advisory fees were incurred for the six months ended March 31, 2022.

For the six months ended June 30, 2023, we did not incur any additional expenses associated with this restructuring.

We also modified impacted employee's stock option and restricted stock awards.

During the third quarter of 2022, we restructured our foreign operations by closing our India and Cyprus offices and our Denmark warehouse to reduce costs.

All costs associated with the severance payments, other employee benefits, and legal and advisory fees were incurred in 2022.

Executive Employment Agreements

In May 2022, we entered into executive employment agreements with each of Brent C.

Bruun, Roger A.

Kuebel, Felise Feingold and Robert Balog in order to retain their services and provide them with certain benefits in the event that we terminate the executive’s employment without cause (as defined in the agreement) or the executive terminates his or her employment for good reason (as defined in the agreement) (either such termination, a “Qualifying Termination”), including following a change of control.

The terms of the agreements are substantially identical except as to title, salary, target bonus and reporting responsibilities.

The agreements provided that, if the executive continued to serve as an employee through December 31, 2022 (the “Retention Date”), we would pay the executive a retention bonus equal to 75% of the executive’s base salary at the agreement date, and we would accelerate the vesting of the executive’s equity awards that would otherwise have vested in the twelve months after the Retention Date.

On October 11, 2022, we entered into an amendment to the employment agreement with Mr.

Bruun that, among other things, increased his annual base salary to $448,360 per year, retroactive to July 1, 2022, increased his target annual incentive compensation for the second half of 2022 to 80% of his base salary (without changing his target annual incentive compensation for the first half of 2022), extended his Retention Date from December 31, 2022 to December 31, 2023, which effectively extended the period during which Mr.

Bruun must remain employed by us in order to earn his retention bonus, and modified the amount of the retention bonus from 75% of his base salary in effect on May 2, 2022 to 75% of the highest base salary in effect for Mr.

Bruun on or before the date he becomes entitled to receive the retention bonus or the “Partial Retention Bonus” (as defined in the employment agreement).

If a Qualifying Termination occurs before December 31, 2023, Mr.

Bruun will receive a pro rata portion of the retention bonus.

If in connection with such a termination he becomes entitled to receive the change in control severance payments and benefits, he will also become entitled to receive the full retention bonus, and the Retention Date will be the later of the date of such change in control or such termination of employment.

The amendment did not modify the terms of the employment agreement relating to acceleration of vesting of certain equity awards if Mr.

Bruun remains employed by us through December 31, 2022.

In January 2023, we paid out all contracted benefits to Roger A.

Kuebel, Felise Feingold and Robert Balog as the conditions of their agreements were satisfied on December 31, 2022.

As of June 30, 2023, we have accrued approximately $0.2 million for the retention bonus payable to Brent Bruun.

In addition to the amendment to Mr.

Bruun’s employment agreement, the Compensation Committee also granted Mr.

Bruun a restricted stock award and a non-statutory stock option, which together had an aggregate grant date fair value of

approximately $100,000.

The restricted stock award and the non-statutory stock option have terms that are materially consistent with the previously disclosed terms of similar grants to our executive officers.

During the six months ended June 30, 2023, we continued to experience delays in the availability and delivery of certain raw material components.

We generate a majority of our revenue from the sale of satellite internet airtime services.

We offer both satellite-only and hybrid products that enable marine customers to receive data, Voice over Internet Protocol (VoIP), and value-added services via satellite, cellular, and shore-based Wi-Fi networks onboard commercial, leisure and military/government vessels.

Our service sales also include the distribution of entertainment, including news, sports, music, and movies, to commercial customers in the maritime, hotel, and retail markets, along with supplemental value-added cybersecurity, email, and crew internet services.

We generate a majority of our revenues from various international locations.

Impairment Charge

During the nine months ended September 30, 2023, aggregate impairment charges of $6.0 million were taken against goodwill and long-lived assets for the Mobile Broadband reporting unit and the KVH Media Group reporting unit.

The $6.0 million impairment charges were driven by the significant decline in our stock price that followed the August 9, 2023 announcement of our financial results for the second quarter of 2023.

Under applicable accounting rules, this circumstance required us to evaluate our goodwill and long-lived assets for impairment.

Given the sustained decline in the market value of our outstanding equity and the uncertain impact of ongoing competition, we concluded that this impairment charge was appropriate as of September 30, 2023.

Please see Note 12 of our accompanying financial statements for further information.

During the nine months ended September 30, 2023, we continued to experience delays in the availability and delivery of certain raw material components.

We also experienced increased raw material costs, which we expect to continue throughout 2023.

We are continuing to monitor global developments and are prepared to implement any actions that we determine to be necessary to sustain our business.

International Sales

We operate in a number of major geographic areas across the globe.

We generate our international net sales, based upon customer location, primarily from customers located in Singapore, Canada, countries in South America, European Union countries and other European countries, as well as countries in Africa, Asia/Pacific and the Middle East, and India.

International revenues represented 66% and 61% of our consolidated net sales for the three months ended June 30, 2023 and 2022, respectively, and 66% and 61% of our consolidated net sales for the six months ended June 30, 2023 and 2022 and 2022, respectively.

Sales to Singapore customers represented 19% and 16% of our consolidated net sales for the three months ended June 30, 2023 and 2022, respectively.

No other individual foreign country represented 10% or more of our consolidated net sales for the three months ended June 30, 2023 and 2022.

Sales to Singapore customers represented 18% and 16% of our consolidated net sales for the six months ended June 30, 2023 and 2022, respectively.

No other individual foreign country represented 10% or more of our consolidated net sales for the six months ended June 30, 2023 and 2022.

We are continuing to monitor global developments, including the impact of inflation, and are prepared to implement actions that we determine to be necessary to sustain our business.

Critical Accounting Estimates

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Our significant accounting policies are summarized in Note 1 to the consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2022.

C ritical accounting estimates are those estimates made that involve a significant level of estimation uncertainty and have had or are reasonably likely to have an impact on our statement of operations.

As described in our annual report on Form 10-K for the year ended December 31, 2022, our accounting policies for goodwill, intangible assets, and other long-lived assets are the estimates most critical to an understanding and evaluation of our consolidated financial statements.

We have reviewed our accounting policies and critical accounting estimates and determined that these remain our most critical accounting policies and estimates for the six months ended June 30, 2023.

Readers should refer to our annual report on Form 10-K for the year ended December 31, 2022 under “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Critical Accounting Estimates” for descriptions of these policies and estimates, as well as the notes to the consolidated interim financial statements included elsewhere within this report.

Critical accounting estimates are those estimates made that involve a significant level of estimation uncertainty and have had or are reasonably likely to have an impact on our statement of operations.

We believe that our accounting estimates for goodwill, intangible assets, and other long-lived assets are the only estimates critical to an understanding and evaluation of our financial results for the nine months ended September 30, 2023, as discussed below.

Goodwill, Intangible Assets and other Long-Lived Assets

In accordance with ASC Update No.

2017-04, Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test of Goodwill Impairment (ASC 350), we perform a goodwill impairment test at least annually, or more frequently if certain events occur, or circumstances change, that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount (frequently referred to as impairment indicators or triggering events).

A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit.

Intangible assets with finite lives and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of intangible assets with finite lives and other long-lived assets is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group.

Asset groups are determined at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

If these comparisons indicate that an asset is not recoverable, we will recognize an impairment loss for the amount by which the carrying value of the asset or asset group exceeds the related estimated fair value.

In the third quarter of 2023, we observed a sustained stock price decline resulting in a significant shortfall in market capitalization when compared to the aggregate carrying value of our net assets.

These circumstances led us to conclude that quantitative goodwill impairment assessments of the Mobile Broadband (MBB) and KVH Media Group (Media) reporting units were required.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors.

Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding future plans, as well as industry and economic conditions.

These assumptions and estimates include estimated future cash flows, income tax rates, discount rates, growth rates, and other market factors.

In performing the quantitative assessment, we estimated the fair value of its reporting units using the income approach, also known as the discounted cash flow ("DCF") method, which utilizes the present value of cash flows to estimate fair value.

The DCF method involves estimating the discounted cash flows of a reporting unit by forecasting cash flows each year, calculating a terminal value, and discounting all of the cash flows to present value at an appropriate discount rate (in consideration of the time value of money, the risk inherent in the cash flow stream, and in the context of current rates of return for equity and debt capital).

The final determination of fair value was based on a probability-weighted approach comparing management’s forecasts with a market expectation forecast.

As of September 30, 2023, the determined fair values of the MBB and Media reporting units were lower than their carrying values.

After recognition of a long-lived asset impairment charge (as discussed below), we recognized goodwill impairment charges equal to the total amount of goodwill attributed to the MBB and Media reporting units, which were approximately $4.4 million and $0.9 million, respectively.

We also determined that the sustained decrease in stock price and shortfall in market capitalization indicated that the carrying amounts of our asset groups (MBB and Media) may not be recoverable.

We therefore performed impairment tests on the long-lived assets in each asset group, including definite-lived intangible assets using an undiscounted cash flow analysis over the estimated remaining useful life of the primary asset, to determine whether the carrying amounts of each asset group are recoverable.

As of September 30, 2023, our analysis indicated that the carrying amount of the MBB asset group is recoverable, and therefore no fair value estimate was required.

The Media asset group failed the undiscounted cash flow recoverability test and therefore we estimated the fair value of the asset group to determine whether any asset impairment was present.

Our estimation of the fair value of the long-lived assets included the use of discounted cash flow and cost analyses, reflecting estimates of future revenues, cost factors, cash flows, discount rates, and obsolescence.

Based on these analyses, we concluded that the fair values of certain assets were lower than their carrying amounts.

As of September 30, 2023, we recognized long-lived asset impairment charges totaling $0.4 million and $0.3 million for the KVH Media Group’s internally developed software assets and acquired subscriber relationships, respectively, reducing the carrying amounts to zero.

Please see Note 12 of our accompanying financial statements for further discussion.

Results of Operations

The following table provides, for the periods indicated, certain financial data relating to our continuing operations expressed as a percentage of net sales:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2023 2022 2023 2022

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General and administrative 13.0 15.8 13.0 19.0

Goodwill impairment charge 15.9 — 5.3 —

Intangible asset impairment charge 2.0 — 0.6 —

Total costs and expenses 115.0 102.7 105.3 106.0

Income (loss) from operations 0.9 (3.0) (0.3) (7.8)

Loss from operations (15.0) (2.7) (5.3) (6.0)

Interest income 3.0 1.1 2.6 0.8

1 unchanged sentence

Other (expense) income, net (0.4) 1.6 (0.6) 1.5

Income (loss) from continuing operations before income tax expense 2.8 0.2 1.5 (5.7)

Loss from continuing operations before income tax expense (12.4) — (3.3) (3.7)

Income tax expense from continuing operations 0.3 0.2 0.2 0.6

Net income (loss) from continuing operations 2.7 % (0.5) % 1.4 % (6.5) %

Three months ended June 30, 2023 and 2022

Our net sales for the three months ended June 30, 2023 and 2022 were as follows:

For the three months ended June 30, 2023 vs.

Net loss from continuing operations (12.7) % (0.2) % (3.5) % (4.3) %

Three months ended September 30, 2023 and 2022

Our net sales for the three months ended September 30, 2023 and 2022 were as follows:

For the three months ended September 30, 2023 vs.

2023 2022 $ %

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Net sales $ 33,549 $ 35,169 $ (1,620) (5) %

Net sales decreased by $0.4 million, or 1%, for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022.

Product sales decreased by $1.2 million, or 18%, to $5.4 million for the three months ended June 30, 2023 from $6.6 million for the three months ended June 30, 2022.

The decrease in product sales was primarily due to a $1.8 million decrease in TracVision product sales, partially offset by a $0.3 million increase in Starlink product sales and a $0.2 million increase in VSAT Broadband product sales.

The decline in TracVision product sales is primarily due to increasing competition from low-cost, low-earth orbit, or LEO, and cellular streaming solutions.

Service sales increased by $0.8 million, or 3%, to $28.7 million for the three months ended June 30, 2023 from $27.9 million for the three months ended June 30, 2022.

The increase was primarily due to a $1.1 million increase in our VSAT airtime sales, partially offset by a $0.2 million decrease in our content service sales.

Net sales decreased by $1.6 million, or 5%, for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022.

Product sales decreased by $2.5 million, or 37%, to $4.2 million for the three months ended September 30, 2023 from $6.6 million for the three months ended September 30, 2022.

The decrease in product sales was primarily due to a $1.9 million decrease in TracVision product sales and a $1.1 million decrease in VSAT Broadband product sales, partially offset by a $0.6 million increase in Starlink product sales.

The decline in product sales was primarily due to a decrease in unit sales volume, particularly in our global leisure segment.

Competition from low-cost alternatives to VSAT, which include streaming capabilities, has had a significant impact on sales of both TracVision and VSAT Broadband products in the leisure segment.

In addition, alternative solutions offered by recent low-earth-orbit (LEO) entrants have heightened competition in both the global leisure segment and commercial markets.

Service sales increased by $0.9 million, or 3%, to $29.4 million for the three months ended September 30, 2023 from $28.5 million for the three months ended September 30, 2022.

The increase was primarily due to a $0.7 million increase in our VSAT airtime sales.

Costs of Sales

Costs of sales consists of costs of product sales and costs of service sales.

Costs of sales increased by $1.8 million, or 9%, in the three months ended June 30, 2023 to $22.2 million from $20.4 million in the three months ended June 30, 2022.

The increase in costs of sales was driven by a $1.4 million increase in costs of product sales and a $0.3 million increase in costs of service sales.

As a percentage of net sales, costs of sales were 65% and 59% for the three months ended June 30, 2023 and 2022, respectively.

Costs of sales decreased by $1.2 million, or 5%, in the three months ended September 30, 2023 to $21.0 million from $22.1 million in the three months ended September 30, 2022.

The decrease in costs of sales was driven by a $2.0 million decrease in costs of product sales, partially offset by a $0.9 million increase in costs of service sales.

As a percentage of net sales, costs of sales were 62% and 63% for the three months ended September 30, 2023 and 2022, respectively.

Our costs of product sales consist primarily of materials, manufacturing overhead, and direct labor used to produce our products.

For the three months ended June 30, 2023, costs of product sales increased by $1.4 million, or 28%, to $6.6 million from $5.2 million in the three months ended June 30, 2022, primarily due to a $1.5 million increase in our marine cost of product sales.

As a percentage of product sales, costs of product sales were 122% and 79% for the three months ended June 30, 2023 and 2022, respectively.

Cost of product sales increased as a percentage of product sales primarily due to three factors:

a $0.4 million unfavorable reclassification of first quarter costs from costs of service sales to costs of product sales, a $0.3 million increase in the excess and obsolescence reserve and $0.4 million of higher unit component costs.

Our costs of service sales consist primarily of satellite service capacity, depreciation, service network overhead expense associated with our VSAT Broadband network infrastructure, direct network service labor, Inmarsat service costs, product installation costs, media materials and distribution costs, and service repair materials.

For the three months ended June 30, 2023, costs of service sales increased by $0.3 million, or 2%, to $15.5 million from $15.2 million for the three months ended June 30, 2022, primarily due to a $0.3 million increase in VSAT airtime costs of service sales.

For the three months ended September 30, 2023, costs of product sales decreased by $2.0 million, or 30%, to $4.7 million from $6.7 million in the three months ended September 30, 2022, primarily due to a $1.5 million decrease in TracVision cost of product sales and a $0.9 million decrease in VSAT Broadband cost of product sales, partially offset by a $0.5 million increase in Starlink product sales.

As a percentage of product sales, costs of product sales were 114% and 102% for the three months ended September 30, 2023 and 2022, respectively.

Cost of product sales increased as a percentage of product sales primarily due to a $0.3 million increase in the excess and obsolescence reserve and $0.2 million of higher unit component costs.

Our costs of service sales consist primarily of satellite service capacity, depreciation, service network overhead expense associated with our VSAT Broadband network infrastructure, direct network service labor, product installation costs, media materials and distribution costs, and service repair materials.

For the three months ended September 30, 2023, costs of service sales increased by $0.9 million, or 6%, to $16.2 million from $15.4 million for the three months ended September 30, 2022, primarily due to a $0.9 million increase in VSAT airtime costs of service sales.

The increase in airtime cost of sales is primarily related to capacity increases necessary to support growth in our airtime subscriber base.

As a percentage of service sales, costs of service sales were 54% for both the three months ended June 30, 2023 and 2022.

As a percentage of service sales, costs of service sales were 55% and 54% for the three months ended September 30, 2023 and 2022, respectively.

Operating Expenses

Research and development expense consists of direct labor, materials, external consultants, and related overhead costs that support our internally funded product development and product sustaining engineering activities.

Research and development expense for the three months ended June 30, 2023 decreased by $0.2 million, or 8%, to $2.4 million from $2.6 million for the three months ended June 30, 2022.

The decrease primarily resulted from a $0.2 million decrease in expensed materials.

As a percentage of net sales, research and development expense was 7% and 8% for the three months ended June 30, 2023 and 2022, respectively.

Research and development expense for the three months ended September 30, 2023 decreased by $0.3 million, or 13%, to $2.4 million from $2.7 million for the three months ended September 30, 2022.

The decrease primarily resulted from a $0.3 million decrease in salaries, benefits and taxes.

As a percentage of net sales, research and development expense was 7% and 8% for the three months ended September 30, 2023 and 2022, respectively.

Sales, marketing, and support expense consists primarily of salaries and related expenses for sales and marketing personnel, commissions for both in-house and third-party representatives, costs related to the co-development of certain content, other sales and marketing support costs such as advertising, literature and promotional materials, product service personnel and support costs, warranty-related costs and bad debt expense.

Sales, marketing and support expense also includes the operating expenses of our sales office subsidiaries in Denmark, Singapore, Brazil, and Japan.

Sales, marketing and support expense for the three months ended June 30, 2023 decreased by $0.5 million, or 9%, to $5.1 million from $5.7 million for the three months ended June 30, 2022.

The decrease primarily resulted from a $0.5 million decrease in bad debt expense and a $0.4 million decrease in salaries, benefits and taxes, partially offset by a $0.3 million increase in facilities expenses.

As a percentage of net sales, sales, marketing and support expense was 15% and 16% for the three months ended June 30, 2023 and 2022, respectively.

Sales, marketing and support expense for the three months ended September 30, 2023 decreased by $0.9 million, or 15%, to $4.9 million from $5.7 million for the three months ended September 30, 2022.

The decrease primarily resulted from a $0.5 million decrease in salaries, benefits and taxes, and a $0.3 million decrease in bad debt expense.

As a percentage of net sales, sales, marketing and support expense was 14% and 16% for the three months ended September 30, 2023 and 2022, respectively.

General and administrative expense consists of costs attributable to management, finance and accounting, information technology, human resources, certain outside professional services, and other administrative costs.

General and administrative expense for the three months ended June 30, 2023 decreased by $2.8 million, or 40%, to $4.1 million from $6.9 million, for the three months ended June 30, 2022.

The decrease primarily resulted from a $1.1 million decrease in salaries, benefits, and taxes, which was driven by the reduction in our workforce in March 2022, and a $0.6 million decrease in recruiting expenses, which was driven by professional fees incurred during the three months ended June 30, 2022 associated with the search for a new Chief Executive Officer and replacements for two departed members of our board of directors.

In addition, there was a $0.5 million decrease in legal and professional fees, as well as a $0.2 million reimbursement by EMCORE for expenses incurred under the Transition Service Agreement relating to the sale of the inertial navigation business in 2022.

As a percentage of net sales, general and administrative expense was 12% and 20% for the three months ended June 30, 2023 and 2022, respectively.

General and administrative expense for the three months ended September 30, 2023 decreased by $1.2 million, or 21%, to $4.4 million from $5.6 million, for the three months ended September 30, 2022.

The decrease primarily resulted from a $1.1 million decrease in salaries, benefits, and taxes, which was driven by the reduction in our workforce in March 2022 of approximately 10%, partially offset by a $0.3 million increase in legal and professional fees.

As a percentage of net sales, general and administrative expense was 13% and 16% for the three months ended September 30, 2023 and 2022, respectively.

Interest and Other (Expense) Income, Net

Interest income represents interest earned on our cash and cash equivalents, as well as from investments and our sale-type lease receivables.

Interest income increased $0.7 million for the three months ended June 30, 2023 to $0.9 million from $0.2 million for the three months ended June 30, 2022.

Of the current period interest income of $0.9 million, $0.7 million is attributable to interest gained from cash and cash equivalents, while the remaining $0.2 million was due to interest from lease receivables.

Interest expense remained flat period-over-period at less than $0.1 million for both of the three months ended June 30, 2023 and 2022.

Other (expense) income, net changed to other expense, net of $0.2 million for the three months ended June 30, 2023 from other income, net of $0.9 million for the three months ended June 30, 2022 primarily due to the sale of KVH Media Group Entertainment Limited during the three months ended June 30, 2022 and an increase in foreign exchange losses from our UK operations.

Interest income increased $0.6 million for the three months ended September 30, 2023 to $1.0 million from $0.4 million for the three months ended September 30, 2022.

Of the current period interest income of $1.0 million, $0.8 million is attributable to interest earned on cash and cash equivalents, while the remaining $0.2 million was attributable to interest from lease receivables.

Interest expense remained flat period-over-period at less than $0.1 million for both of the three months ended September 30, 2023 and 2022.

Other (expense) income, net changed to other expense, net of $0.1 million for the three months ended September 30, 2023 from other income, net of $0.6 million for the three months ended September 30, 2022 primarily due to the decrease in foreign exchange gains from our UK operations.

Income Tax Expense

Income tax expense for the three months ended June 30, 2023 was less than $0.1 million and related to taxes on income earned in foreign jurisdictions.

Income tax expense for the three months ended June 30, 2022 was $0.2 million and related to taxes on income earned in foreign jurisdictions.

Six months ended June 30, 2023 and 2022

Our net sales for the six months ended June 30, 2023 and 2022 were as follows:

For the six months ended June 30, 2023 vs.

Income tax expense for each of the three months ended September 30, 2023 and 2022 was $0.1 million and related to taxes on income earned in foreign jurisdictions.

Nine months ended September 30, 2023 and 2022

Our net sales for the nine months ended September 30, 2023 and 2022 were as follows:

For the nine months ended September 30, 2023 vs.

2023 2022 $ %

3 unchanged sentences

Net sales $ 101,409 $ 102,873 $ (1,464) (1) %

Net sales increased by $0.2 million, or less than 1%, for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022.

Product sales decreased by $2.8 million, or 21%, to $10.4 million for the six months ended June 30, 2023 from $13.2 million for the six months ended June 30, 2022.

Net sales decreased by $1.5 million, or 1%, for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022.

Product sales decreased by $5.3 million, or 27%, to $14.5 million for the nine months ended September 30, 2023 from $19.8 million for the nine months ended September 30, 2022.

The decrease in product sales was primarily due to a $3.9 million decrease in TracVision product sales and a $2.4 million decrease in VSAT Broadband product sales, partially offset by a $0.9 million increase in Starlink product sales.

The decline in product sales was primarily due to a decrease in unit sales volume, particularly in our global leisure segment.

Alternative solutions offered by recent LEO entrants have heightened competition in other segments of the market, but low-cost alternatives to VSAT, which include streaming capabilities, have had a more significant impact on both TracVision and VSAT Broadband product sales in the leisure segment.

Service sales increased by $3.0 million, or 5%, to $57.5 million for the six months ended June 30, 2023 from $54.5 million for the six months ended June 30, 2022.

The increase was primarily due to a $4.1 million increase in our VSAT service sales, partially offset by a $1.0 million decrease in our content services sales, primarily driven by the sale of a subsidiary in April 2022.

Competition from low-cost alternatives to VSAT, which include streaming capabilities, has had a significant impact on sales of both TracVision and VSAT Broadband products in the leisure segment.

In addition, alternative solutions offered by recent LEO entrants have heightened competition in both the global leisure segment and commercial markets.

Service sales increased by $3.8 million, or 5%, to $86.9 million for the nine months ended September 30, 2023 from $83.1 million for the nine months ended September 30, 2022.

The increase was primarily due to a $4.9 million increase in our VSAT service sales driven by an increase in subscribers, partially offset by a $0.9 million decrease in our content services sales, primarily driven by the sale of a subsidiary in April 2022.

Costs of Sales

Costs of sales increased by $2.7 million, or 7%, in the six months ended June 30, 2023 to $43.5 million from $40.7 million in the six months ended June 30, 2022.

The increase in costs of sales was driven by a $1.5 million increase in costs of service sales and a $1.3 million increase in costs of product sales.

As a percentage of net sales, costs of sales were 64% and 60% for the six months ended June 30, 2023 and 2022, respectively.

For the six months ended June 30, 2023, costs of product sales increased by $1.3 million, or 12%, to $11.9 million from $10.6 million in the six months ended June 30, 2023, primarily due to a $1.2 million increase in our marine cost of product sales.

As a percentage of product sales, costs of product sales were 114% and 81% for the six months ended June 30, 2023 and 2022, respectively.

Cost of product sales increased as a percentage of product sales primarily due to three factors:

a $0.7 million write-down of inventory, a $0.3 million increase in the excess and obsolescence reserve and $0.5 million of higher unit component costs.

For the six months ended June 30, 2023, costs of service sales increased by $1.5 million, or 5%, to $31.6 million from $30.1 million for the six months ended June 30, 2022, primarily due to a $1.8 million increase in VSAT airtime costs of service sales.

Costs of sales increased by $1.6 million, or 3%, in the nine months ended September 30, 2023 to $64.4 million from $62.9 million in the nine months ended September 30, 2022.

The increase in costs of sales was driven by a $2.3 million increase in costs of service sales, partially offset by a $0.8 million decrease in costs of product sales.

As a percentage of net sales, costs of sales were 64% and 61% for the nine months ended September 30, 2023 and 2022, respectively.

For the nine months ended September 30, 2023, costs of product sales decreased by $0.8 million, or 4%, to $16.6 million from $17.4 million in the nine months ended September 30, 2022, primarily due to a $2.9 million decrease in TracVision cost of product sales and a $1.6 million decrease in VSAT Broadband cost of product sales, partially offset by a $2.4 million increase in various manufacturing and other unabsorbed expenses, a $0.9 million increase in Starlink cost of product sales and a $0.5 million increase in accessories cost of product sales.

The manufacturing and other unabsorbed costs included a $0.7 million write-down of inventory, a $0.6 million increase in the excess and obsolescence reserve, as well as lower unit volume resulting in less absorption of overhead.

As a percentage of product sales, costs of product sales were 114% and 88% for the nine months ended September 30, 2023 and 2022, respectively.

Cost of product sales increased as a percentage of product sales primarily due to the write-down of inventory, the increase in the excess and obsolescence reserve and $0.7 million of higher unit component costs.

For the nine months ended September 30, 2023, costs of service sales increased by $2.3 million, or 5%, to $47.8 million from $45.5 million for the nine months ended September 30, 2022, primarily due to a $2.7 million increase in VSAT airtime costs of service sales.

The increase in airtime cost of sales is primarily related to capacity increases to support growth in our airtime subscriber base.

This was partially offset by a $0.3 million decrease in content services cost of service sales, primarily driven by the sale of a subsidiary in April 2022.

As a percentage of service sales, costs of service sales were 55% for both the six months ended June 30, 2023 and 2022.

As a percentage of service sales, costs of service sales were 55% for both the nine months ended September 30, 2023 and 2022.

Operating Expenses

Research and development expense for the six months ended June 30, 2023 decreased by $0.7 million, or 12%, to $5.0 million from $5.6 million for the six months ended June 30, 2022.

The decrease in research and development expense resulted primarily from a $0.4 million decrease in expensed materials and a $0.3 million decrease in salaries, benefits and taxes driven by the previously mentioned reduction in our workforce in March 2022.

As a percentage of net sales, research and development expense was 7% and 8% for the six months ended June 30, 2023 and 2022, respectively.

Sales, marketing and support expense for the six months ended June 30, 2023 decreased by $1.8 million, or 14%, to $10.9 million from $12.6 million for the six months ended June 30, 2022.

The decrease in sales, marketing and support expense resulted primarily from a $1.9 million decrease in salaries, benefits and taxes driven by the previously mentioned reduction in our workforce in March 2022 and a $0.3 million decrease in bad debt expense, partially offset by a $0.5 million increase in facilities expenses.

As a percentage of net sales, sales, marketing and support expense was 16% and 19% for the six months ended June 30, 2023 and 2022, respectively.

General and administrative expense for the six months ended June 30, 2023 decreased by $5.2 million, or 37%, to $8.8 million from $14.0 million for the six months ended June 30, 2022.

The decrease in general and administrative expense resulted primarily from a $3.2 million decrease in salaries, benefits and taxes driven by the previously mentioned reduction in our workforce in March 2022, as well as expenses related to the separation and retirement of Mr.

Kits van Heyningen in March 2022.

In addition, we were also reimbursed by EMCORE for $0.7 million of expenses incurred under the Transition Service Agreement relating to the sale of the inertial navigation business in 2022.

There was also a $0.6 million decrease in recruiting expenses, which was driven by professional fees incurred during the six months ended June 30, 2022 associated with the search for a new Chief Executive Officer and replacements for two departed members of our board of directors.

There was also a $0.3 million decrease in facilities expenses and a $0.3 million decrease in depreciation and amortization.

As a percentage of net sales, general and administrative expense was 13% and 21% for the six months ended June 30, 2023 and 2022, respectively.

Research and development expense for the nine months ended September 30, 2023 decreased by $1.0 million, or 12%, to $7.4 million from $8.4 million for the nine months ended September 30, 2022.

The decrease in research and development expense resulted primarily from a $0.6 million decrease in salaries, benefits and taxes driven by the reduction in our workforce in March 2022 and a $0.3 million decrease in expensed materials.

As a percentage of net sales, research and development expense was 7% and 8% for the nine months ended September 30, 2023 and 2022, respectively.

Sales, marketing and support expense for the nine months ended September 30, 2023 decreased by $2.6 million, or 14%, to $15.7 million from $18.4 million for the nine months ended September 30, 2022.

The decrease in sales, marketing and support expense resulted primarily from a $2.3 million decrease in salaries, benefits and taxes driven by the reduction in our workforce in March 2022, a $0.6 million decrease in bad debt expense, a $0.4 million decrease in warranty expense and a $0.3 million decrease in external commission expense, partially offset by a $0.7 million increase in facilities expenses.

As a percentage of net sales, sales, marketing and support expense was 15% and 18% for the nine months ended September 30, 2023 and 2022, respectively.

General and administrative expense for the nine months ended September 30, 2023 decreased by $6.4 million, or 33%, to $13.1 million from $19.5 million for the nine months ended September 30, 2022.

The decrease in general and administrative expense resulted primarily from a $4.3 million decrease in salaries, benefits and taxes driven by the reduction in our workforce in March 2022, as well as a reduction in expenses related to the separation and retirement of our former President and Chief Executive Officer in March 2022.

In addition, we were reimbursed by EMCORE for $0.7 million of expenses incurred under the Transition Service Agreement relating to the sale of the inertial navigation business in 2022.

There was also a $0.6 million decrease in recruiting expenses, which was driven by professional fees incurred during the nine months ended September 30, 2022 associated with the search for a new Chief Executive Officer and replacements for two departed members of our board of directors.

Lastly, there was a $0.4 million decrease in facilities expenses and a $0.3 million decrease in bank fees, partially offset by a $0.3 million increase in professional fees.

As a percentage of net sales, general and administrative expense was 13% and 19% for the nine months ended September 30, 2023 and 2022, respectively.

Interest and Other (Expense) Income, Net

Interest income increased by $1.3 million to $1.7 million for the six months ended June 30, 2023 from $0.4 million for the six months ended June 30, 2022.

Of the current period interest income of $1.7 million, $1.3 million is attributable to interest gained from cash and cash equivalents, while the remaining $0.4 million was due to interest from lease receivables.

Interest expense remained flat period-over-period at less than $0.1 million for both the six months ended June 30, 2023 and 2022.

Other (expense) income, net changed to other expense, net of $0.5 million for the six months ended June 30, 2023 from other income, net of $1.0 million for the prior period primarily due to the sale of KVH Media Group Entertainment Limited during the six months ended June 30, 2023 and an increase in foreign exchange losses from our UK operations.

Interest income increased by $1.9 million to $2.7 million for the nine months ended September 30, 2023 from $0.8 million for the nine months ended September 30, 2022.

Of the current period interest income of $2.7 million, $2.2 million is attributable to interest earned on cash and cash equivalents, and the remaining $0.5 million was attributable to interest from lease receivables.

Interest expense remained flat period-over-period at less than $0.1 million for both the nine months ended September 30, 2023 and 2022.

Other (expense) income, net changed to other expense, net of $0.6 million for the nine months ended September 30, 2023 from other income, net of $1.6 million for the nine months ended September 30, 2022 primarily due to the sale of KVH Media Group Entertainment Limited during the nine months ended September 30, 2022 and an increase in foreign exchange losses from our UK operations.

Income Tax Expense

Income tax expense for the six months ended June 30, 2023 was $0.1 million and related to taxes on income earned in foreign jurisdictions.

Income tax expense for the six months ended June 30, 2022 was $0.6 million and related to taxes on income earned in foreign jurisdictions.

Income tax expense for the nine months ended September 30, 2023 and 2022 was $0.2 million and $0.6 million, respectively, and related to taxes on income earned in foreign jurisdictions.

Discontinued Operations

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Accordingly, we have classified the results of the inertial navigation business as discontinued operations for all prior periods presented.

Please see Notes 1 and 18 for further discussion.

Please see Notes 1 and 16 of our accompanying financial statements for further discussion.

Results for discontinued operations are as follows:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

(dollars in thousands)

Sales from discontinued operations $ 1,494 $ 16,721

Net loss from discontinued operations, net of tax $ (1,255) $ (1,680)

Net income from discontinued operations, net of tax $ 29,741 $ 28,061

Liquidity and Capital Resources

Our primary liquidity needs have been to fund general business requirements, including working capital requirements and capital expenditures.

In recent years, we have funded our operations primarily from the sale of two businesses in 2022, the sale of a business in 2019, a PPP loan, cash flows from operations, bank financings and proceeds received from exercises of stock options and the issuance of stock.

In recent years, we have funded our operations primarily from the sale of two businesses in 2022, the sale of a business in 2019, a PPP loan that was subsequently forgiven, cash flows from operations and proceeds received from exercises of stock options and the issuance of stock.

On August 9, 2022, we sold our inertial navigation business to EMCORE Corporation for net proceeds of $54.9 million, less specified deductions.

As of June 30, 2023, we had $71.0 million in cash, cash equivalents, and marketable securities, of which $2.6 million in cash and cash equivalents was held in local currencies by our foreign subsidiaries.

Our foreign subsidiaries held no marketable securities as of June 30, 2023.

As of June 30, 2023, we had $99.7 million in working capital.

As of September 30, 2023, we had $69.2 million in cash, cash equivalents, and marketable securities, of which $3.6 million in cash and cash equivalents was held in local currencies by our foreign subsidiaries.

Our foreign subsidiaries held no marketable securities as of September 30, 2023.

As of September 30, 2023, we had $103.8 million in working capital.

Based upon our current working capital position, current operating plans and expected business conditions, we expect to have sufficient funds, through at least twelve months from the date that this report is filed with the SEC, to fund our short-term and long-term working capital requirements, including capital expenditures and contractual obligations.

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In addition, if we raise funds by issuing equity securities, our stockholders may experience dilution.

Net cash used in operations was $3.2 million for both the six months ended June 30, 2023 and 2022.

Between the two periods, there was a $7.0 million increase in net income, a $4.9 million decrease in cash outflows relating to inventories, a $1.2 million decrease in cash outflows related to prepaid expenses and current assets, and a $1.1 million increase in cash inflows relating to accounts receivable.

Offsetting these items were an $8.2 million increase in cash outflows related to accounts payable, a $5.3 million increase in cash outflows relating to accrued compensation, product warranty and other expenses, a $0.5 million increase cash outflows related to non-current assets, and a change of $0.2 million related to non-cash items.

Net cash used in investing activities was $6.0 million for the six months ended June 30, 2023 compared to net cash provided by investing activities of $2.3 million for the six months ended June 30, 2022.

The $8.4 million increase in net cash used in investing activities was primarily the result of a $9.3 million increase in net investment in marketable securities and a decrease of $2.4 million in proceeds from the sale of KVH Media Group Entertainment Limited, partially offset by a $3.3 million decrease in capital expenditures.

Net cash provided by financing activities was $2.1 million for the six months ended June 30, 2023 compared to net cash provided by financing activities of $0.2 million for the six months ended June 30, 2022.

The $1.9 million increase in net cash provided by financing activities is primarily attributable to the $2.0 million increase in cash inflows relating to proceeds from stock options exercised and the employee stock purchase plan, partially offset by a $0.2 million increase in cash outflows related to the repurchase of common stock to satisfy specific tax withholding obligations arising from accelerated vesting of executive stock grants.

Other Matters

We intend to continue to invest in our global HTS network on a worldwide basis.

As part of the future potential capacity expansion, we plan to acquire additional satellite capacity from satellite operators, expend funds to seek regulatory approvals and permits, develop product enhancements in anticipation of the expansion, and hire additional personnel.

From time to time we have entered into multi-year agreements to lease satellite capacity, and we have also purchased numerous satellite hubs to support the added capacity.

These transactions can involve millions of dollars.

Net cash used in operations was $2.7 million for the nine months ended September 30, 2023 compared to net cash used in operations of $1.5 million for the nine months ended September 30, 2022.

The $1.2 million increase in net cash used in operations was primarily the result of a $26.8 million decrease in net income, a $17.4 million increase in cash outflows related to accounts payable, a $0.5 million increase in cash outflows related to contract liabilities and long-term contract liabilities and a $0.5 million decrease in cash inflows relating to accounts receivable.

Partially offsetting these items were a change of $35.8 million related to non-cash items, driven by the $30.9 million gain on sale of the inertial navigation business in 2022 and the $6.0 million impairment of goodwill and long-lived assets, a $6.0 million decrease in cash outflows relating to inventories and a $2.1 million decrease in cash outflows relating to accrued compensation, product warranty and other expenses.

Net cash used in investing activities was $9.2 million for the nine months ended September 30, 2023 compared to net cash provided by investing activities of $4.3 million for the nine months ended September 30, 2022.

The $13.5 million increase in net cash used in investing activities was primarily the result of a $55.0 million decrease in proceeds from the sale of the inertial navigation business and a decrease of $2.4 million in proceeds from the sale of KVH Media Group Entertainment Limited, partially offset by a $40.0 million increase in net investment in marketable securities and a $3.8 million decrease in capital expenditures.

Net cash provided by financing activities was $2.3 million for the nine months ended September 30, 2023 compared to net cash provided by financing activities of $0.6 million for the nine months ended September 30, 2022.

The $1.7 million increase in net cash provided by financing activities is primarily attributable to a $1.8 million increase in cash inflows relating

to proceeds from the exercise of stock options and purchases under our employee stock purchase plan and a $0.2 million decrease in cash outflows related to the payment of finance leases, partially offset by a $0.2 million increase in cash outflows related to the repurchase of common stock to satisfy specific tax withholding obligations arising from accelerated vesting of executive stock grants.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis