KVH INDUSTRIES INC \DE\ 10-Q

ITEM 1. Financial Statements KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) June 30, 2024 December 31, 2023 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 10,357 $ 11,294 Marketable securities 38,903 58,477 Accounts receivable, net of allowance for credit losses of $ 1,131 and $ 1,168 as of June 30, 2024 and December 31, 2023, respectively 27,326 25,670 Inventories 22,715 19,046 Prepaid expenses and other current assets 19,191 4,331 Total current assets 118,492 118,818 Property and equipment, net 44,784 47,680 Intangible assets, net 1,014 1,194 Right of use assets 1,396 1,068 Other non-current assets 2,996 3,618 Deferred income tax asset 221 256 Total assets $ 168,903 $ 172,634 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 9,618 $ 4,780 Accrued airtime 976 5,508 Accrued compensation and employee-related expenses 5,052 4,466 Accrued loss on future firm purchase commitments 2,961 3,569 Accrued other 2,597 2,588 Accrued product warranty costs 636 828 Deferred revenue 1,586 1,774 Current operating lease liability 964 786 Liability for uncertain tax positions 712 673 Total current liabilities 25,102 24,972 Long-term operating lease liability 421 289 Deferred income tax liability 2 1 Total liabilities $ 25,525 $ 25,262 Commitments and contingencies (Notes 2, 11, and 16) Stockholders’ equity: Preferred stock, $ 0.01 par value. Authorized 1,000,000 shares; none issued — — Common stock, $ 0.01 par value. Authorized 30,000,000 shares; 21,170,195 and 21,066,899 shares issued at June 30, 2024 and December 31, 2023, respectively; and 19,714,086 and 19,610,790 shares outstanding at June 30, 2024 and December 31, 2023, respectively 212 211 Additional paid-in capital 166,490 165,140 Accumulated deficit ( 7,243 ) ( 1,704 ) Accumulated other comprehensive loss ( 3,991 ) ( 4,185 ) 155,468 159,462 Less: treasury stock at cost, common stock, 1,456,109 shares as of June 30, 2024 and December 31, 2023 ( 12,090 ) ( 12,090 ) Total stockholders’ equity 143,378 147,372 Total liabilities and stockholders’ equity $ 168,903 $ 172,634 See accompanying Notes to Unaudited Consolidated Financial Statements. 3 KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except earnings per share amounts, unaudited) Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Sales: Service $ 24,674 $ 28,746 $ 49,712 $ 57,486 Product 3,999 4,840 8,228 10,243 Net sales 28,673 33,586 57,940 67,729 Costs and expenses: Costs of service sales 15,469 15,534 29,513 31,610 Costs of product sales 4,299 6,218 9,607 11,531 Research and development 2,326 2,416 5,364 4,981 Sales, marketing and support 5,334 5,124 10,718 10,832 General and administrative 4,134 4,122 9,425 8,772 Total costs and expenses 31,562 33,414 64,627 67,726 (Loss) income from operations ( 2,889 ) 172 ( 6,687 ) 3 Interest income 876 885 1,787 1,663 Other expense, net ( 366 ) ( 238 ) ( 564 ) ( 462 ) (Loss) income before income tax (benefit) expense ( 2,379 ) 819 ( 5,464 ) 1,204 Income tax (benefit) expense ( 3 ) 46 75 64 Net (loss) income $ ( 2,376 ) $ 773 $ ( 5,539 ) $ 1,140 Net (loss) income per common share Basic $ ( 0.12 ) $ 0.04 $ ( 0.29 ) $ 0.06 Diluted $ ( 0.12 ) $ 0.04 $ ( 0.29 ) $ 0.06 Weighted average number of common shares outstanding: Basic 19,381 19,153 19,333 19,018 Diluted 19,381 19,275 19,333 19,161 See accompanying Notes to Unaudited Consolidated Financial Statements. 4 KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in thousands, unaudited) Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net (loss) income $ ( 2,376 ) $ 773 $ ( 5,539 ) $ 1,140 Other comprehensive income, net of tax: Unrealized (loss) gain on available-for-sale securities — ( 1 ) — 12 Foreign currency translation adjustment ( 35 ) 77 194 143 Other comprehensive income, net of tax (1) ( 35 ) 76 194 155 Total comprehensive (loss) income $ ( 2,411 ) $ 849 $ ( 5,345 ) $ 1,295 (1) Tax impact was nominal for all periods. See accompanying Notes to Unaudited Consolidated Financial Statements. 5 KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, unaudited) Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance at March 31, 2024 21,205 $ 212 $ 165,768 $ ( 4,867 ) $ ( 3,956 ) ( 1,456 ) $ ( 12,090 ) $ 145,067 Net loss — — — ( 2,376 ) — — — ( 2,376 ) Other comprehensive loss — — — — ( 35 ) — — ( 35 ) Stock-based compensation — — 722 — — — — 722 Exercise of stock options and issuance of restricted stock awards, net of forfeitures ( 35 ) — — — — — — — Balance at June 30, 2024 21,170 $ 212 $ 166,490 $ ( 7,243 ) $ ( 3,991 ) ( 1,456 ) $ ( 12,090 ) $ 143,378 Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance at December 31, 2023 21,067 $ 211 $ 165,140 $ ( 1,704 ) $ ( 4,185 ) ( 1,456 ) $ ( 12,090 ) $ 147,372 Net loss — — — ( 5,539 ) — — — ( 5,539 ) Other comprehensive income — — — — 194 — — 194 Stock-based compensation — — 1,244 — — — — 1,244 Issuance of common stock under employee stock purchase plan 24 — 95 — — — — 95 Exercise of stock options and issuance of restricted stock awards, net of forfeitures 79 1 11 — — — — 12 Balance at June 30, 2024 21,170 $ 212 $ 166,490 $ ( 7,243 ) $ ( 3,991 ) ( 1,456 ) $ ( 12,090 ) $ 143,378 Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance at March 31, 2023 20,826 $ 208 $ 161,779 $ 14,085 $ ( 4,031 ) ( 1,456 ) $ ( 12,090 ) $ 159,951 Net income — — — 773 — — — 773 Other comprehensive income — — — — 76 — — 76 Stock-based compensation — — 578 — — — — 578 Exercise of stock options and issuance of restricted stock awards, net of forfeitures 143 2 1,333 — — — — 1,335 Balance at June 30, 2023 20,969 $ 210 $ 163,690 $ 14,858 $ ( 3,955 ) ( 1,456 ) $ ( 12,090 ) $ 162,713 Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance at December 31, 2022 20,631 $ 206 $ 160,475 $ 13,718 $ ( 4,110 ) ( 1,433 ) $ ( 11,851 ) $ 158,438 Net income — — — 1,140 — — — 1,140 Other comprehensive income — — — — 155 — — 155 Stock-based compensation — — 874 — — — — 874 Acquisition of treasury stock — — — — — ( 23 ) ( 239 ) ( 239 ) Exercise of stock options and issuance of restricted stock awards, net of forfeitures 338 4 2,341 — — — — 2,345 Balance at June 30, 2023 20,969 $ 210 $ 163,690 $ 14,858 $ ( 3,955 ) ( 1,456 ) $ ( 12,090 ) $ 162,713 See accompanying Notes to Unaudited Consolidated Financial Statements. 6 KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited) Six Months Ended June 30, 2024 2023 Cash flows from operating activities: Net (loss) income $ ( 5,539 ) $ 1,140 Adjustments to reconcile net loss to net cash used in operating activities: Provision for credit losses 138 ( 1 ) Depreciation and amortization 6,985 6,920 Deferred income taxes 36 3 Loss on disposals of fixed assets 1,211 323 Compensation expense related to stock-based awards and employee stock purchase plan 1,244 874 Unrealized currency translation loss 208 19 Changes in operating assets and liabilities: Accounts receivable ( 1,801 ) 481 Inventories ( 3,669 ) ( 1,447 ) Prepaid expenses and other current assets ( 14,867 ) 712 Other non-current assets 604 445 Accounts payable 4,841 ( 8,260 ) Deferred revenue ( 182 ) 203 Accrued compensation, product warranty and other ( 4,666 ) ( 4,598 ) Net cash used in operating activities $ ( 15,457 ) $ ( 3,186 ) Cash flows from investing activities: Capital expenditures ( 5,105 ) ( 4,744 ) Cash paid for acquisition of intangible asset ( 21 ) ( 23 ) Purchases of marketable securities ( 1,426 ) ( 16,697 ) Maturities and sales of marketable securities 21,000 15,422 Net cash provided by (used in) investing activities $ 14,448 $ ( 6,042 ) Cash flows from financing activities: Proceeds from stock options exercised and employee stock purchase plan 96 2,367 Purchase of treasury stock — ( 239 ) Payment of finance lease — ( 22 ) Net cash provided by financing activities $ 96 $ 2,106 Effect of exchange rate changes on cash and cash equivalents ( 24 ) 74 Net decrease in cash and cash equivalents ( 937 ) ( 7,048 ) Cash and cash equivalents at beginning of period 11,294 21,056 Cash and cash equivalents at end of period $ 10,357 $ 14,008 Supplemental disclosure of non-cash investing and financing activities: Changes in accrued other and accounts payable related to property and equipment additions $ 21 $ 47 See accompanying Notes to Unaudited Consolidated Financial Statements. 7 KVH INDUSTRIES, INC. AND SUBSIDIARIES Notes to Consolidated Interim Financial Statements (Unaudited, all amounts in thousands except per share amounts) (1) Description of Business KVH Industries, Inc. (together with its subsidiaries, the Company or KVH) designs, develops, manufactures and markets mobile connectivity services and products for the marine and land markets. KVH’s service sales primarily represent revenue earned from satellite Internet airtime services. KVH provides, for monthly fixed and per-usage fees, satellite connectivity encompassing broadband Internet and VoIP services, to its TracNet H-series and TracPhone V-HTS series customers via KVH’s global high-throughput satellite (HTS) network. Revenue from our cellular airtime service supplements KVH’s satellite-only airtime revenue following the July 2022 launch of the KVH ONE hybrid network and TracNet H-series terminals. This service and product combination integrates global satellite service with KVH-provided cellular service in more than 150 countries, along with shore-based Wi-Fi access. In March 2023, KVH began selling Starlink terminals and in September 2023 became a Starlink authorized hardware and airtime reseller. 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. AgilePlans, KVH’s connectivity as a service offering, is a monthly subscription model that provides global connectivity to commercial maritime customers. The subscription can include KVH VSAT terminals and data service, Starlink terminals and data service, KVH’s CommBox™ Edge Communications Gateway and associated service licensing, VoIP, daily news, subsidized shipping and installation, and global support for a monthly fee with no minimum contract commitment. KVH offers AgilePlans subscribers a variety of airtime data plans with varying data speeds and fixed data usage levels with per megabyte overage charges. These airtime plans are similar to those the Company offers to customers who elect to purchase or lease a TracNet H-series or TracPhone V-HTS series terminal. The Company recognizes the monthly AgilePlans subscription fee as service revenue over the service delivery period. The Company retains ownership of the hardware it provides to AgilePlans customers, who must return the hardware to KVH if they decide to terminate the service. Because KVH does not sell the hardware under AgilePlans, the Company does not recognize any product revenue when the hardware is deployed to an AgilePlans customer. KVH records the cost of the hardware used by AgilePlans customers as revenue-generating assets and depreciates the cost over an estimated useful life of two to five years . Since the Company retains ownership of the hardware, it does not accrue any warranty costs for AgilePlans hardware; however, any maintenance costs on the hardware are expensed in the period these costs are incurred. Service sales also include the distribution of commercially licensed entertainment, including news, sports, and movies to commercial customers in the maritime and hotel markets through the KVH Media Group, along with supplemental value-added cybersecurity, email, and crew internet services. In addition, KVH earns monthly usage fees from third-party satellite connectivity services, including VoIP, data and Internet services, provided to its Inmarsat and Iridium customers who choose to activate their subscriptions with KVH. Service sales also include sales from product repairs and extended warranty sales. KVH’s 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. KVH sells its products through an extensive international network of dealers and distributors. KVH also sells and leases products to service providers and end users. KVH's marine leisure business is highly seasonal. Seasonality can also impact the Company's commercial marine business, although typically to a lesser degree. Temporary suspensions of the Company's airtime services typically increase in the fourth and first quarters of each year as boats are placed out of service during the winter months. Historically, the Company has generated the majority of its 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. In February 2024, the Company announced a staged wind-down of its product manufacturing operations at its Middletown, Rhode Island location. The Company expects that it will continue its product manufacturing activities in order to generate a targeted amount of inventory of maritime satellite connectivity and satellite television terminals to meet anticipated demand and that it will cease substantially all manufacturing activity by the end of 2025. The Company expects to continue to facilitate customer transition to third-party hardware products compatible with its mobile satellite communications services. 8 (2) Summary of Significant Accounting Policies 2023 10-K - Revision for Correction of Immaterial Errors As stated in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which was filed on March 15, 2024, the Company corrected for errors that were immaterial to its previously reported consolidated financial statements. These errors were identified in connection with the preparation of the Company's consolidated financial statements for the year ended December 31, 2023, and related primarily to the adoption and implementation of Accounting Standards Codification (“ASC”) No. 606, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018, specifically, the assessment of performance obligations associated with the sales of antennas and airtime-related equipment. The Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and determined that the effect of these corrections was not material to the previously issued financial statements. Therefore, the amounts in the previous period have been revised to reflect the correction of these errors. Basis of Presentation The accompanying consolidated interim financial statements of KVH Industries, Inc. and its wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company has evaluated all subsequent events through the date of this filing. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated interim financial statements have not been audited by the Company’s independent registered public accounting firm and include all adjustments (consisting of only normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial condition, results of operations, and cash flows for the periods presented. These consolidated interim financial statements do not include all disclosures associated with annual financial statements and accordingly should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2023 filed on March 15, 2024 with the Securities and Exchange Commission. The results for the three and six months ended June 30, 2024 are not necessarily indicative of operating results for the remainder of the year. Significant Estimates and Assumptions and Other Significant Non-Recurring Transactions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. The estimates and assumptions used by management affect the Company’s revenue recognition, valuation of accounts receivable, valuation of inventory, expected future cash flows (including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets and goodwill), estimated fair values of long-lived assets (including goodwill, amortization methods and amortization periods), certain accrued expenses and other related charges, stock-based compensation, contingent liabilities, forfeitures and key valuation assumptions for its share-based awards, estimated fulfillment costs for warranty obligations, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance, and the valuation of right-of-use assets and lease liabilities. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. 9 Foreign Currency Translation The financial statements of the Company’s foreign subsidiaries located in Denmark, Singapore and Cyprus are maintained using the United States dollar as the functional currency. Exchange rates in effect on the date of the transaction are used to record monetary assets and liabilities. Revenue and other expense elements are recorded at rates that approximate the rates in effect on the transaction dates. Foreign currency exchange gains and losses are recognized within “other expense, net” in the accompanying consolidated statements of operations. The Company recorded net foreign currency exchange losses, which are comprised of both realized and unrealized foreign currency exchange gains and losses, in its accompanying consolidated statements of operations of $( 248 ) and $( 56 ) for the three months ended June 30, 2024 and 2023, respectively, and $( 269 ) and $( 110 ) for the six months ended June 30, 2024 and 2023, respectively. The financial statements of the Company’s foreign subsidiaries located in the United Kingdom, Brazil, Norway, India and Japan use the foreign subsidiaries’ respective local currencies as the functional currency. The Company translates the assets and liabilities of these foreign subsidiaries at the exchange rates in effect at the end of each reporting period. Net sales, costs and expenses are translated using average exchange rates in effect during the period. Gains and losses from foreign currency translation are credited or charged to accumulated other comprehensive loss included in stockholders' equity in the accompanying consolidated balance sheets. (3) Recently Issued Accounting Standards and Accounting Standards Not yet Adopted There are no recent accounting pronouncements that have been issued by the FASB, that are not yet effective and that the Company expects would have a material impact on the Company's financial statements. (4) Marketable Securities Marketable securities as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market mutual funds $ 38,903 $ — $ — $ 38,903 Total marketable securities designated as available-for-sale $ 38,903 $ — $ — $ 38,903 December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market mutual funds $ 58,477 $ — $ — $ 58,477 Total marketable securities designated as available-for-sale $ 58,477 $ — $ — $ 58,477 Interest income from marketable securities was $ 706 and $ 687 during the three months ended June 30, 2024 and 2023, respectively, and $ 1,426 and $ 1,275 during the six months ended June 30, 2024 and 2023, respectively. (5) Stockholder's Equity (a) Stock Equity and Incentive Plan The Company recognizes stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation-Stock Compensation . Stock-based compensation expense was $ 721 and $ 566 , excluding $ 1 and $ 12 of compensation charges related to our Amended and Restated 1996 Employee Stock Purchase Plan, or the ESPP, for the three months ended June 30, 2024 and 2023, respectively, and $ 1,238 and $ 850 , excluding $ 6 and $ 24 of compensation shares related to the ESPP, for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, there was $ 1,614 of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.68 years. As of June 30, 2024, there was $ 1,881 of total unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted-average period of 2.76 years. 10 Stock Options During the three months ended June 30, 2024, no shares of common stock were issued upon the exercise of stock options. No shares were surrendered to the Company to satisfy minimum tax withholding obligations. Additionally, during the three months ended June 30, 2024, no stock options were granted and 257 stock options expired, were canceled or were forfeited. During the six months ended June 30, 2024, no shares of common stock were issued upon the exercise of stock options. No shares were surrendered to the Company to satisfy minimum tax withholding obligations. Additionally, during the six months ended June 30, 2024, 266 stock options were granted and 271 stock options expired, were canceled or were forfeited. During the six months ended June 30, 2023, 317 stock options were granted. The Company has historically estimated the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model. The weighted average assumptions utilized to determine the fair value of options granted during the six months ended June 30, 2024 and 2023 are as follows: Six Months Ended June 30, 2024 2023 Risk-free interest rate 4.36 % 4.49 % Expected volatility 48.63 % 43.93 % Expected life (in years) 4.32 4.30 Dividend yield 0 % 0 % As of June 30, 2024, there were 1,225 options outstanding with a weighted average exercise price of $ 8.64 per share and 599 options exercisable with a weighted average exercise price of $ 9.84 per share. Restricted Stock During the three months ended June 30, 2024, no shares of restricted stock were granted and 35 shares of restricted stock were forfeited. Additionally, during the three months ended June 30, 2024, 76 shares of restricted stock vested. During the six months ended June 30, 2024, 122 shares of restricted stock were granted with a weighted average grant date fair value of $ 5.03 per share and 43 shares of restricted stock were forfeited. Additionally, during the six months ended June 30, 2024, 142 shares of restricted stock vested. As of June 30, 2024, the Company had no unvested outstanding options and no outstanding shares of restricted stock that were subject to performance-based or market-based vesting conditions. (b) Employee Stock Purchase Plan The Company's ESPP affords eligible employees the right to purchase common stock, via payroll deductions, through various offering periods at a purchase price equal to 85 % of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. During the three months ended June 30, 2024 and 2023, no shares were issued under the ESPP plan. During the six months ended June 30, 2024 and 2023, 24 and 0 shares were issued under the ESPP plan, respectively. The Company recorded compensation charges related to the ESPP of $ 1 and $ 12 for the three months ended June 30, 2024 and 2023, respectively, and $ 6 and $ 24 for the six months ended June 30, 2024 and 2023, respectively. 11 (c) Stock-Based Compensation Expense The following table presents stock-based compensation expense, including expense for the ESPP, in the Company's consolidated statements of operations for the six months ended June 30, 2024 and 2023, respectively: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cost of service sales 7 5 $ 14 $ 9 Cost of product sales $ 5 $ 9 14 16 Research and development 174 149 263 237 Sales, marketing and support 74 59 145 97 General and administrative 462 356 808 515 $ 722 $ 578 $ 1,244 $ 874 (d) Accumulated Other Comprehensive Loss (AOCL) Comprehensive income (loss) includes net income (loss), unrealized gains and losses from foreign currency translation, and unrealized gains and losses on available for sale marketable securities. The components of the Company’s comprehensive income (loss) and the effect on earnings for the periods presented are detailed in the accompanying consolidated statements of comprehensive (loss) income. The balances for the three months ended June 30, 2024 and 2023 are as follows: Foreign Currency Translation Unrealized Gain (Loss) on Available for Sale Marketable Securities Total Accumulated Other Comprehensive Loss Balance, March 31, 2024 $ ( 3,956 ) $ — $ ( 3,956 ) Other comprehensive loss ( 35 ) — ( 35 ) Net other comprehensive loss ( 35 ) — ( 35 ) Balance, June 30, 2024 $ ( 3,991 ) $ — $ ( 3,991 ) Foreign Currency Translation Unrealized Gain (Loss) on Available for Sale Marketable Securities Total Accumulated Other Comprehensive Loss Balance, March 31, 2023 $ ( 4,032 ) $ 1 $ ( 4,031 ) Other comprehensive income (loss) 77 ( 1 ) 76 Net other comprehensive income (loss) 77 ( 1 ) 76 Balance, June 30, 2023 $ ( 3,955 ) $ — $ ( 3,955 ) 12 The balances for the six months ended June 30, 2024 and 2023 are as follows: Foreign Currency Translation Unrealized Gain (Loss) on Available for Sale Marketable Securities Total Accumulated Other Comprehensive Loss Balance, December 31, 2023 $ ( 4,185 ) $ — $ ( 4,185 ) Other comprehensive income 194 — 194 Net other comprehensive income 194 — 194 Balance, June 30, 2024 $ ( 3,991 ) $ — $ ( 3,991 ) Foreign Currency Translation Unrealized (Loss) Gain on Available for Sale Marketable Securities Total Accumulated Other Comprehensive Loss Balance, December 31, 2022 $ ( 4,098 ) $ ( 12 ) $ ( 4,110 ) Other comprehensive income 143 12 155 Net other comprehensive income 143 12 155 Balance, June 30, 2023 $ ( 3,955 ) $ — $ ( 3,955 ) (6) Net (Loss) Income per Common Share Basic net (loss) income per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per share incorporates the dilutive effect of common stock equivalent options, warrants and other convertible securities, if any, as determined with the treasury stock accounting method. For the three and six months ended June 30, 2024, since there was a net loss, the company excluded all 1,375 and 1,297 , respectively, in outstanding stock options and non-vested restricted shares from its diluted loss per share calculation, as inclusion of these convertible securities would have reduced the net loss per share. A reconciliation of the basic and diluted weighted average common shares outstanding is as follows: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Weighted average common shares outstanding—basic 19,381 19,153 19,333 19,018 Dilutive common shares issuable in connection with stock plans — 122 — 143 Weighted average common shares outstanding—diluted 19,381 19,275 19,333 19,161 (7) Inventories Inventories are stated at the lower of cost or net realizable value using the first-in first-out costing method. Inventories as of June 30, 2024 and December 31, 2023 include the costs of material, labor, and factory overhead. Components of inventories consist of the following: June 30, 2024 December 31, 2023 Raw materials $ 15,485 $ 11,352 Work in process 3,836 2,617 Finished goods 3,394 5,077 $ 22,715 $ 19,046 13 (8) Prepaid Expenses and Other Current Assets June 30, 2024 December 31, 2023 Prepaid Starlink pooled data $ 16,950 $ — Other prepaid expenses and other current assets 2,241 4,331 $ 19,191 $ 4,331 During the second quarter of 2024, KVH expanded its relationship with Starlink through a bulk data distribution agreement. Under the agreement, KVH prepaid for access to a large block of Starlink Mobile Priority data at favorable rates. The new agreement offers KVH increased flexibility in the development and sales of custom, cost-effective airtime plans using Starlink’s Mobile Priority service. KVH began drawing from this prepaid pooled data in the third quarter of 2024. (9) Property and Equipment Property and equipment, net, as of June 30, 2024 and December 31, 2023 consist of the following: June 30, 2024 December 31, 2023 Land $ 2,833 $ 2,833 Building and improvements 18,839 18,839 Leasehold improvements 437 445 Machinery and equipment 6,020 5,989 Revenue-generating assets 64,526 60,984 Office and computer equipment 11,737 14,213 Motor vehicles 31 31 104,423 103,334 Less accumulated depreciation ( 59,639 ) ( 55,654 ) $ 44,784 $ 47,680 Depreciation expense was $ 3,637 and $ 3,404 for the three months ended June 30, 2024 and 2023, respectively, and $ 6,784 and $ 6,772 for the six months ended June 30, 2024 and 2023, respectively. Certain revenue-generating hardware assets are utilized by the Company in the delivery of the Company's airtime services, media and other content. As of June 30, 2024 and December 31, 2023, the long-lived tangible assets related to the Company’s international subsidiaries were less than 10% of the Company’s long-lived tangible assets. 14 (10) Product Warranty The Company’s products carry standard limited warranties that range from one to two years and vary by product. The warranty period begins on the date of retail purchase or lease by the original purchaser. The Company accrues estimated product warranty costs at the time of sale and any additional amounts are recorded when such costs are probable and can be reasonably estimated. Factors that affect the Company’s warranty liability include the number of units sold or leased, historical and anticipated rates of warranty repairs and the cost per repair. Warranty and related costs are reflected within sales, marketing and support in the accompanying consolidated statements of operations. As of June 30, 2024 and December 31, 2023, the Company had accrued product warranty costs of $ 636 and $ 828 , respectively. The following table summarizes product warranty activity during 2024 and 2023: Six Months Ended June 30, 2024 2023 Beginning balance $ 828 $ 1,287 Charges to expense 465 321 Costs incurred ( 657 ) ( 920 ) Ending balance $ 636 $ 688 (11) Legal Matters In the ordinary course of business, the Company is a party to inquiries, legal proceedings and claims including, from time to time, disagreements with vendors and customers. The Company is not a party to any lawsuit or proceeding that, in management's opinion, is likely to materially harm the Company's business, results of operations, financial condition, or cash flows. (12) Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company’s Level 1 assets are investments in money market mutual funds. Level 2: Quoted prices for similar assets or liabilities in active markets; or observable prices that are based on observable market data, based on directly or indirectly market-corroborated inputs. The Company has no Level 2 assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and are developed based on the best information available given the circumstances. The Company has no Level 3 assets. Assets and liabilities measured at fair value are based on the valuation techniques identified in the table below. 15 The following tables present financial assets and liabilities at June 30, 2024 and December 31, 2023 for which the Company measures fair value on a recurring basis, by level, within the fair value hierarchy: June 30, 2024 Total Level 1 Level 2 Level 3 Valuation Technique Assets Money market mutual funds $ 38,903 $ 38,903 $ — $ — (a) December 31, 2023 Total Level 1 Level 2 Level 3 Valuation Technique Assets Money market mutual funds $ 58,477 $ 58,477 $ — $ — (a) (a) Market approach—prices and other relevant information generated by market transactions involving identical or comparable assets. The carrying amount of certain financial instruments approximates fair value due to their short-term, highly liquid nature. These instruments include cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses. The carrying amount of the Company's operating and financing lease liabilities approximates fair value based on currently available quoted rates of similarly structured borrowings. Assets Measured and Recorded at Fair Value on a Nonrecurring Basis The Company's non-financial assets, such as intangible assets, and other long-lived assets resulting from business combinations, are measured at fair value using income approach valuation methodologies at the date of acquisition and subsequently re-measured if indications of impairment exist. There was no impairment of the Company's non-financial assets noted during the six months ended June 30, 2024 or 2023. The Company does not have any liabilities that are recorded at fair value on a non-recurring basis. (13) Intangible Assets Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of intangible assets is measured by a comparison of the carrying amount of an asset group to its future undiscounted cash flows. If these comparisons indicate that an asset group is not recoverable, the Company will recognize an impairment loss for the amount by which the carrying value of the asset group exceeds its related estimated fair value. The Company has determined that the assets within each of the Company's reporting units (Mobile Broadband (MBB) and KVH Media Group (Media)) are highly interrelated and interdependent on each other to generate revenues, and thus independent cash flows are not identifiable at a level lower than that of these reporting units. Accordingly, the Company's asset groups were determined to be its reporting units (MBB and Media). The changes in the carrying amount of intangible assets during the six months ended June 30, 2024 are as follows: Amounts Balance at December 31, 2023 $ 1,194 Amortization expense ( 201 ) Intangible assets acquired in asset acquisition 21 Balance at June 30, 2024 $ 1,014 Intangible assets arose from the purchase of distribution rights from Kognitive Networks Inc. and the purchase of KVH Industries Norway AS. The assets related to the distribution rights with Kognitive Networks are being amortized on a straight-line basis over the estimated useful life of 3 years. The assets related to the purchase of KVH Industries Norway AS for acquired intellectual property are fully amortized. 16 In January 2017, the Company completed the acquisition of certain subscriber relationships from a third party. This acquisition did not meet the definition of a business under ASC 2017-01, Business Combinations (Topic 805)-Clarifying the Definition of a Business . The Company ascribed $ 100 of the initial purchase price to the acquired subscriber relationships definite-lived intangible assets with an initial estimated useful life of 10 years. Under the asset purchase agreement, the purchase price includes a component of contingent consideration under which the Company is required to pay a percentage of recurring revenues received from the acquired subscriber relationships through 2026 up to a maximum annual payment of $ 114 . The amounts payable under the contingent consideration arrangement, if any, will be included in the measurement of the cost of the acquired subscriber relationships. Acquired intangible assets are subject to amortization. The following table summarizes acquired intangible assets at June 30, 2024 and December 31, 2023, respectively: Gross Carrying Amount Accumulated Amortization Net Carrying Value June 30, 2024 Subscriber relationships $ 32 $ 5 $ 27 Distribution rights 1,250 263 987 Intellectual property 2,284 2,284 — $ 3,566 $ 2,552 $ 1,014 December 31, 2023 Subscriber relationships $ 11 $ 1 $ 10 Distribution rights 1,250 66 1,184 Intellectual property 2,284 2,284 — $ 3,545 $ 2,351 $ 1,194 Amortization expense related to intangible assets was $ 101 and $ 55 for the three months ended June 30, 2024 and 2023, respectively, and $ 201 and $ 148 for the six months ended June 30, 2024 and 2023, respectively. Amortization expense was categorized as general and administrative expense. As of June 30, 2024, the total weighted average remaining useful lives of the definite-lived intangible assets was 2.5 years. Estimated future amortization expense for intangible assets recorded by the Company at June 30, 2024 is as follows: Years ending December 31, Amortization Expense 2024 $ 202 2025 406 2026 406 Total amortization expense $ 1,014 (14) Revenue from Contracts with Customers In accordance with ASC 606, revenue is recognized when a customer obtains control of promised products and services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these products and services. 17 Disaggregation of Revenue The following table summarizes net sales from contracts with customers for the six months ended June 30, 2024 and 2023: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Service - over time 24,674 28,746 $ 49,712 $ 57,486 Product - point in time $ 3,999 $ 4,840 8,228 10,243 Total net sales $ 28,673 $ 33,586 $ 57,940 $ 67,729 For product sales, the delivery of the Company’s performance obligations is generally transferred to the customer, and associated revenue is recognized, at a point in time. For service sales, the delivery of the Company’s performance obligations is transferred to the customer, and associated revenue is recognized, over time. Revenues for these service agreements are recognized over time using an output method based upon the passage of time, as this provides a faithful depiction of the pattern of transfer of control. The Company's performance is impacted by the levels of activity in the marine and land mobile markets, among other factors. Performance in any particular period could be impacted by the timing of sales to certain large customers. The Company offers a comprehensive family of mobile satellite antenna services and products that provide access to the Internet, television, and VoIP services while on the move. Product sales accounted for 14 % of the Company's consolidated net sales for both the three months ended June 30, 2024 and 2023 and 14 % and 15 % of the Company's consolidated net sales for the six months ended June 30, 2024 and 2023, respectively. Service sales of VSAT Broadband airtime service accounted for 74 % and 80 % of the Company's consolidated net sales for the three months ended June 30, 2024 and 2023, respectively, and 76 % and 80 % of the Company's consolidated net sales for the six months ended June 30, 2024 and 2023, respectively. The balance of service sales is comprised of distribution of commercially licensed entertainment and news, product repairs, and extended warranty sales. No other single product class accounts for 10% or more of the Company's consolidated net sales. The Company operates in a number of major geographic areas, including internationally. Revenues from international locations primarily include Singapore, Canada, South American countries, European Union countries and other European countries, and countries in Africa, the Middle East and Asia/Pacific, including India. Revenues are based upon customer location, and revenues from international locations represented 71 % and 67 % of consolidated net sales for the three months ended June 30, 2024 and 2023, respectively, and 72 % and 66 % of consolidated net sales for the six months ended June 30, 2024 and 2023, respectively. Sales to Singapore customers represented 20 % and 19 % of the Company's consolidated net sales for the three months ended June 30, 2024 and 2023, respectively. No other individual foreign country represented 10% or more of the Company's consolidated net sales for the three months ended June 30, 2024 or 2023. Sales to Singapore customers represented 21 % and 18 % of the Company's consolidated net sales for the six months ended June 30, 2024 and 2023, respectively. No other individual foreign country represented 10% or more of the Company's consolidated net sales for the six months ended June 30, 2024 or 2023. Business and Credit Concentrations Concentrations of risk with respect to trade accounts receivable are generally limited due to the large number of customers and their dispersion across several geographic areas. Although the Company does not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of those individual customers. The Company establishes allowances for credit losses and evaluates, on a monthly basis, the adequacy of those reserves based upon expected losses, historical experience and its expectation for future collectability concerns. No single customer accounted for 10% or more of consolidated net sales for the six months ended June 30, 2024 or 2023. One customer accounted for approximately 21 % and 23 % of accounts receivable at June 30, 2024 and December 31, 2023, respectively. One customer accounted for 57 % and 62 % of long-term accounts receivable included in other non-current assets on the consolidated balance sheets related to sales-type leases at June 30, 2024 and December 31, 2023, respectively. 18 Certain components from third parties used in the Company’s products are procured from single sources of supply. The failure of a supplier, including a subcontractor, to deliver on schedule could delay or interrupt the Company’s delivery of products and thereby materially adversely affect the Company’s revenues and operating results. (15) Income Taxes The Company’s effective tax rate for the three and six months ended June 30, 2024 was 0.1 % and ( 1.4 )%, respectively, compared with 5.6 % and 5.3 %, for the corresponding periods in the prior year. The effective income tax rate is based on estimated income for the year, the estimated composition of the income in different jurisdictions and discrete adjustments, if any, in the applicable periods, including retroactive changes in tax legislation, settlements of tax audits or assessments, and the resolution or identification of tax position uncertainties. For the three and six months ended June 30, 2024 and 2023, the effective tax rates differed from the statutory tax rate primarily due to the Company maintaining a valuation allowance reserve on its U.S. deferred tax assets, discrete tax adjustments and the composition of income from foreign jurisdictions taxed at lower rates. As of June 30, 2024 and December 31, 2023, the Company had reserves for uncertain tax positions of $ 712 and $ 673 , respectively. There were no material changes during the six months ended June 30, 2024 to the Company’s reserve for uncertain tax positions. The Company estimates that it is reasonably possible that the balance of unrecognized tax benefits as of June 30, 2024 may decrease $ 27 in the next twelve months as a result of a lapse of statutes of limitations and settlements with taxing authorities. The Company’s tax jurisdictions include the United States, the United Kingdom, Denmark, Cyprus, Norway, Brazil, Singapore, Japan and India. In general, the statute of limitations with respect to the Company's United States federal income taxes has expired for years prior to 2020, and the relevant state and foreign statutes vary. However, preceding years remain open to examination by United States federal and state and foreign taxing authorities to the extent of future utilization of net operating losses and research and development tax credits generated in each preceding year. 19 (16) Leases Lessee The Company has operating leases for office facilities, equipment, and satellite service capacity and related equipment. Lease expense was $ 366 and $ 422 for the three months ended June 30, 2024 and 2023, respectively, and $ 719 and $ 874 for the six months ended June 30, 2024 and 2023, respectively. Short-term operating lease costs were $ 20 and $ 15 for the three months ended June 30, 2024 and 2023, respectively, and $ 39 and $ 40 for the six months ended June 30, 2024 and 2023, respectively. Maturities of lease liabilities as of June 30, 2024 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows: Remainder of 2024 $ 687 2025 421 2026 142 2027 110 2028 and thereafter 107 Total minimum lease payments $ 1,467 Less amount representing interest $ ( 82 ) Present value of net minimum operating lease payments $ 1,385 Less current installments of obligation under current-operating lease liabilities $ 964 Obligations under long-term operating lease liabilities, excluding current installments $ 421 Weighted-average remaining lease term - operating leases (years) 1.97 Weighted-average discount rate - operating leases 5.50 % Lessor The Company enters into leases with certain customers primarily for the TracPhone VSAT systems. These leases are classified as sales-type leases because title to the equipment transfers to the customer at the end of the lease term. The Company records the leases at a price typically equivalent to normal selling price and in excess of the cost or carrying amount. Upon delivery, the Company records the net present value of all payments under these leases as product revenue, and the related costs of the product are charged to cost of sales. Interest income is recognized throughout the lease term (typically three to five years ) using an implicit interest rate. The sales-type leases do not have unguaranteed residual assets. Upon adoption of ASC 842, the Company elected to apply the practical expedient provided to lessors to combine the lease and non-lease component of a contract where the revenue recognition pattern is the same and where the lease component, when accounted for separately, would be considered an operating lease. The practical expedient also allows a lessor to account for the combined lease and non-lease components under ASC 606, Revenue from Contracts with Customers, when the non-lease component is the predominant element of the combined component. The current portion of the net investment in these leases was $ 3,326 as of June 30, 2024 and the non-current portion of the net investment in these leases was $ 2,995 as of June 30, 2024. The current portion of the net investment in the leases is included in accounts receivable, net of allowance for doubtful accounts on the accompanying consolidated balance sheets, and the non-current portion of the net investment in these leases is included in other non-current assets on the accompanying consolidated balance sheets. Interest income from sales-type leases was $ 117 and $ 174 during the three months ended June 30, 2024 and 2023, respectively, and $ 246 and $ 342 during the six months ended June 30, 2024 and 2023, respectively. 20 The future undiscounted cash flows from these leases as of June 30, 2024 are: Remainder of 2024 $ 2,360 2025 2,273 2026 1,273 2027 717 2028 270 2029 22 Total undiscounted cash flows $ 6,915 Present value of lease payments $ 6,321 Difference between undiscounted cash flows and discounted cash flows $ 594 In 2021, the Company began entering into three-year leases for its TracPhone VSAT systems, in which ownership of the hardware does not transfer to the lessee by the end of the lease term. As a result, and in light of other factors indicated in ASC 842, these leases are classified as operating leases. As of June 30, 2024, the gross costs and accumulated depreciation associated with these operating leases are included in revenue generating assets and amounted to $ 1,861 and $ 1,080 , respectively. They are depreciated on a straight-line basis over a five-year estimated useful life. Depreciation expense for these assets was $ 94 and $ 188 for the three and six months ended June 30, 2024, respectively. Lease revenue recognized was $ 91 and $ 217 for the three and six months ended June 30, 2024, respectively, in service sales in the consolidated statements of operations. As of June 30, 2024, minimum future lease payments to be recognized on the operating leases are as follows: Remainder of 2024 $ 125 2025 25 Total $ 150 (17) Restructuring On February 9, 2024, the Board of Directors of the Company voted to implement a staged wind-down of the Company’s manufacturing activities at its facility in Middletown, Rhode Island. The Board made this determination following a strategic review of the Company’s manufacturing operations, driven by reduced demand for the Company’s hardware products in the face of intensifying competition during the third and fourth quarters of 2023. The Board concluded that the Company should discontinue its capital-intensive manufacturing activities and concentrate its efforts on growing sales of its multi-orbit, multi-channel, integrated communications solutions, which in recent years have constituted the largest portion of the Company’s overall revenues. The Company expects that it will continue its product manufacturing activities for a period of time in order to generate a targeted amount of inventory of maritime satellite connectivity and satellite television terminals to meet anticipated demand and that it will cease substantially all manufacturing activity at the Middletown facility by the end of 2025. The Company expects to continue to facilitate customer transition to third-party hardware products compatible with the Company’s mobile satellite communications services. The Company also plans to continue to conduct maintenance, service, warehousing, shipping and receiving activities at the Middletown location. As part of this restructuring, the Company reduced its headcount by approximately 75 employees, or approximately 20 % of its total workforce as of the time the Company announced the restructuring. As of June 30, 2024, all employee terminations were completed. During the three and six months ended June 30, 2024, the Company incurred $ 1.2 million and $ 3.4 million, respectively, of severance charges for this restructuring. The $ 3.4 million of severance charges incurred during the six months ended June 30, 2024 consisted of approximately $ 3.0 million of cash charges and approximately $ 0.3 million of non-cash charges arising from pre-existing contractual obligations to accelerate vesting of certain outstanding equity compensation awards. 21