What changed in this filing

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Item 1. Business

2025-03-10 compared with 2024-03-15 · 85 added, 114 removed, 245 unchanged (45% of the section changed)

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The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We are a leading provider of innovative and technology-driven connectivity solutions to primarily maritime customers globally.

We provide global high-speed Internet and Voice over Internet Protocol (VoIP) services via satellite to mobile users at sea and on land.

We are also a leading provider of commercially licensed entertainment, including news, sports, music, and movies, to commercial customers in the maritime and hotel markets, along with supplemental value-added cybersecurity, email, and crew internet services.

We are a leading global provider of innovative and technology-driven connectivity solutions to primarily maritime commercial, leisure, and military/government customers.

We provide global high-speed Internet and Voice over Internet Protocol (VoIP) services via satellite and integrated 5G/LTE cellular communications to mobile users at sea and on land.

We are also a leading provider of commercially licensed entertainment, including movies, television programming, news, and music, to commercial customers in the maritime market, along with supplemental value-added network and bandwidth management cybersecurity, email, and crew Internet services.

We currently manufacture our products in Middletown, Rhode Island, and we generate revenues in the United States and various international locations, including primarily Singapore, Canada, South American countries, European Union countries and other European countries, and countries in Africa, the Middle East and Asia/Pacific, including India.

As described below, we are winding down our product manufacturing operations in 2024.

We are winding down our product manufacturing operations and currently plan to discontinue the majority of our capital-intensive manufacturing activities by the end of 2025.

We are headquartered in Middletown, Rhode Island, with active operations in Denmark, the United Kingdom, the Philippines, and Singapore.

KVH is a Delaware corporation formed in 1985.

We operate as one reportable segment as a result of the sale of our inertial navigation business on August 9, 2022.

Please see Notes 1 and 14 to our accompanying audited consolidated financial statements for additional information.

We provide integrated, end-to-end services, software, and hardware that support our customers’ need for access to the Internet, VoIP, operations content, and entertainment services while on the move.

On the services side of our business, sales of our global high-throughput satellite (HTS) airtime service accounted for 71% and 81% of our consolidated net sales for 2024 and 2023, respectively.

Sales of content services accounted for 3% and 4% of our consolidated net sales for 2023 and 2022, respectively.

Sales of content services accounted for 3% of our consolidated net sales for both 2024 and 2023.

On the hardware side of our business, we currently manufacture and distribute a comprehensive family of mobile satellite antenna products that provide two-way access to the Internet and VoIP services using Ku-band VSAT service with integrated 5G/LTE cellular service and support for shore-based Wi-Fi.

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In addition, we offer a 37 cm parabolic VSAT-only TracPhone V30 antenna and support our legacy family of other VSAT-only terminals marketed under the TracPhone brand and using our global HTS network.

We are an authorized reseller of airtime and terminals supporting the Starlink LEO service, and we also have a distribution agreement in place with Eutelsat OneWeb for its LEO services.

The network infrastructure that we have developed to support our airtime services also supports the delivery of other value-added services, such as our KVH Link content service, with country-specific news, entertainment, music, and other crew welfare content delivered using our IP-MobileCast multicast delivery service.

We are also an authorized reseller of airtime and terminals supporting the Starlink and OneWeb LEO services.

In addition to satellite communications-based services, we also offer TracNet Coastal, a 5G/cellular and Wi-Fi based solution intended for use along coastal waterways with cellular service offered in more than 130 countries.

For both maritime and onshore customers who want to access live television while on the move, we offer a comprehensive family of parabolic mobile satellite antenna products marketed under the TracVision brand.

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We concluded that we should discontinue our capital-intensive manufacturing activities and concentrate our efforts on growing sales of our multi-orbit, multi-channel, integrated communications solutions.

We expect that we will continue our 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 we will cease substantially all manufacturing activity by the end of the second quarter of 2024.

We significantly scaled back our manufacturing activity by the end of the second quarter of 2024 and reduced our manufacturing headcount and capacity to a level intended to enable us to meet lower anticipated demand through 2025 and beyond.

We expect to continue to facilitate customer transition to third-party hardware products compatible with our mobile satellite communications services.

We also plan to continue to conduct maintenance, service, warehousing, shipping and receiving activities at the Middletown location.

Although we currently plan to continue to conduct maintenance, service, warehousing, shipping and receiving activities at the Middletown, Rhode Island location, we are assessing alternate locations where we can provide ongoing support.

Airtime Services

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All TracNet, TracPhone, and OpenNet 60 cm to 1 meter antennas support simultaneous high-speed and unlimited use plans for optimal flexibility, while all 37 cm terminals offer a single high-speed data channel.

Our customer portal, myKVH, is a secure site that offers KVH customers easy access to technical support, product warranty and user documentation, billing, and our system and network tools.

Available tools and reports include, among other features, terminal status, real-time data reporting and the ability to manage data access by application category, configure the KVH

terminal, optimize performance with Tracking Avoidance Zones, set data usage alerts and get real-time vessel tracking reports with up to one year of historical data.

Our customer portal, myKVH, is a secure site that offers KVH customers easy access to technical support, product warranty and

user documentation, billing, and our system and network tools.

Available tools and reports include, among other features, terminal status, real-time data reporting and the ability to manage data access by application category, configure the KVH terminal, optimize performance with Tracking Avoidance Zones, set data usage alerts and get real-time vessel tracking reports with up to one year of historical data.

AgilePlans, one of our options for commercial maritime customers, offers an all-inclusive Connectivity as a Service, or CaaS, usage-based pricing model.

Under this all-in-one CaaS model, we charge subscribers a single monthly fee in exchange for which we provide either TracNet or TracPhone satellite communication hardware, subsidized shipping and installation, maintenance and support, airtime and VoIP services, a service management portal and certain basic content services with no minimum commitment and no long-term contract.

AgilePlans customers may also choose to add a Starlink terminal and data plan to a new or existing AgilePlans subscription.

AgilePlans customers may also choose to add a Starlink, OneWeb, or TracNet Coastal terminal and data plan to a new or existing AgilePlans subscription.

We offer AgilePlans customers a variety of airtime data plans with varying data allotments and fixed data usage levels with our exclusive dual-channel configuration, with dual channel airtime plans delivering both a high-speed channel and an unlimited use data channel.

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Of the 182 Ku-band transponders, 138 are on high-throughput satellites.

In 2023, we expanded our satellite coverage with the addition of 2 new high throughput satellites that provide service over the North and Central American waters and the North Atlantic Ocean, respectively.

In the fourth quarter of 2023, we increased network capacity in the South Pacific, which addressed a previous coverage gap west of South America.

It is our long-term plan to continue to maintain and enhance our global HTS network.

Along with our Ku-band HTS network, we offer airtime services via other networks, such as Starlink and Iridium.

Later in 2024 we also plan to offer services from Eutelsat OneWeb.

We began making Eutelsat OneWeb services available for commercial and leisure vessel deployment starting in January 2025.

In May 2023, we announced a new program for leisure and commercial vessels:

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Typically, no hardware exchanges are needed to subscribe to the service.

In October 2023, we signed an exclusive multi-year agreement with Kognitive Networks through which we are integrating Kognitive’s diverse suite of enterprise-grade network and bandwidth management tools, white-labeled as CommBox Edge, into our maritime mobile communication service offerings.

In October 2023, we signed an exclusive multi-year agreement with Kognitive Networks through which we are integrating Kognitive’s diverse suite of enterprise-grade network and bandwidth management tools, private-labeled as CommBox Edge, into our maritime mobile communication service offerings.

CommBox Edge is an integral element of our multi-orbit, multi-channel marine communication solutions, enabling more diverse hybrid configurations.

The new suite of tools integrates with and manages onboard connectivity with features such as a cloud-managed user interface, real-time data metering and analysis, WAN combination and control with advanced routing and channel bonding, which combines multiple Internet connections for increased speed and performance, network protection and security with deep packet inspection, traffic policies, and VPN.

Network and bandwidth configuration are controlled via compact onboard services and both cloud-based and mobile applications.

Network and bandwidth configuration are controlled via onboard services and both cloud-based and mobile applications.

Content Services

We offer a variety of value-added services to our maritime customers as well as news content to our hotel customers.

We offer a variety of value-added services to our maritime customers.

The vast majority of these value-added services are subscription-based.

Our KVH Media Group, which is based in the United Kingdom, distributes commercially licensed entertainment, including news, sports, and movies to commercial customers in the maritime and hotel markets, along with supplemental value-added services.

Our KVH Media Group, which is based in the United Kingdom, distributes commercially licensed entertainment, including movies, television programming, news, music and other crew-focused content to customers in the commercial maritime sector.

Sales from KVH Media Group are included as part of content service sales.

Our "news from home" digital newspaper service includes more than 100 daily newspapers in more than 20 languages.

The digital content can be printed onboard or viewed on a TV, tablet, smartphone, or laptop.

For movie and television content, we are an approved distributor of licensed content for certain Hollywood, Bollywood, and independent studios worldwide.

We offer a content subscription service called KVH Link, which is delivered by IP-MobileCast.

Through IP-MobileCast, content and data files are transmitted using multicast technology across our global satellite networks to every vessel that has an active, compatible TracPhone or TracNet terminal.

This delivery mechanism reduces the amount of bandwidth required to transmit large files to a large population of customers.

Before multicasting, large data files were generally transmitted across satellite networks “on demand,” or unicast, which consumes significant bandwidth.

The content is stored on the terminal itself, which is required for digital rights managed content such as movies.

Historically, studios have granted KVH Media Group permission to license non-theatrical exhibitions aboard ships.

While traditionally we licensed this content to commercial maritime customers primarily through the distribution of DVDs, we have automated the transmission of this type of entertainment via KVH Link.

We also offer linkHUB, a standalone digital service.

The linkHUB unit allows for a digital rights managed entertainment service without the need for a TracPhone or TracNet terminal.

Our "news from home" digital newspaper service includes more than 100 daily newspapers in more than 20 languages.

The digital content can be printed onboard or viewed on a TV (via a set-top box), tablet, smartphone, or laptop.

We offer a content subscription service, exclusively for the commercial maritime sector, called KVH Link.

can be delivered either over the air, via the recipient vessel’s satellite communications system, or via encrypted USB drives.

Once received onboard, the content is stored on a dedicated KVH Link linkHUB server, which incorporates studio-approved DRM (Digital Rights Management) software.

Copyright law requires permission from the rights holder for exhibitions of copyrighted films, television and news content on a commercial ship.

KVH Media Group holds the rights to allow non-theatrical exhibitions of this content aboard commercial ships for viewing by crew.

Customers that subscribe to one of our entertainment packages generally receive a variety of movie and television content that is cached locally onboard.

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We recognize that our customers desire more than just a simple pipe for data and connectivity.

Our TracNet and TracPhone systems are designed to support an expanding suite of value-added services that both increase the capabilities of our customers' systems as well as generate additional recurring revenue for KVH.

We design and offer an array of value-added services that both increase the capabilities of our customers’ systems as well as generate additional recurring revenue for KVH.

Among these value-added services are an enterprise-grade Managed Firewall powered by industry leader Fortinet, a cloud email system for commercial fleets and seafarers, crew Internet support, real-time vessel tracking, our KVH Link content service, and CommBox Edge.

We expect that the majority of these services will also be available through third-party antennas connected to our network.

The majority of these services are available via third-party services and networks we offer as part of our KVH ONE multi-orbit, multi-channel network, including Starlink, OneWeb, and 5G/cellular.

Maritime Products

In the marine market, we currently offer a range of mobile satellite TV and communications products.

As noted above, we are winding down our product manufacturing operations at our Middletown, Rhode Island location and expect to cease substantially all manufacturing activity by the end of the second quarter of 2024.

In the marine market, we currently offer a range of communications and mobile satellite TV products.

As noted above, we are winding down our product manufacturing operations at our Middletown, Rhode Island location and ceased substantial manufacturing activity in late 2024.

We expect to continue to facilitate customer transition to third-party hardware products compatible with our mobile satellite communications services.

Our parabolic mobile satellite antenna products use sophisticated robotics, stabilization, and control software, sensing technologies, transceiver integration, and advanced antenna designs to automatically search for, identify, and point directly at the optimal television and communications satellite while the vessel or vehicle is in motion.

Our parabolic mobile satellite antenna products use sophisticated robotics, stabilization, and control software, sensing technologies, transceiver integration, and advanced antenna designs to automatically search for, identify, and point directly at the optimal communications and television satellite while the vessel or vehicle is in motion.

Our antennas use digital inertial measurement units, gyroscopes, and inclinometers to measure the movement of an antenna platform in relation to the earth in three different axes.

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Satellite Internet and Phone.

Our TracNet hybrid terminals offer an end-to-end, multichannel connectivity solution.

Every TracNet terminal includes an integrated Ku-band VSAT antenna, high-efficiency 5G/LTE cellular antenna, and high-powered Wi-Fi bridge for connections to shore-based Wi-Fi channels.

TracNet systems offer intelligent hybrid channel switching based on factors such as service availability, costs, and the quality of data transfer.

Our TracNet systems also offer the option to add two additional third-party services and their companion terminals to serve as alternate primary or backup services.

Our TracNet hybrid terminals (TracNet H-series) offer an end-to-end, multichannel connectivity solution.

Every TracNet H-series terminal includes an integrated Ku-band VSAT antenna, high-efficiency 5G/LTE cellular antenna, and high-powered Wi-Fi bridge for connections to shore-based Wi-Fi channels.

These same cellular and Wi-Fi technologies are also integral components of our TracNet Coastal products.

TracNet H-series and Coastal systems offer intelligent hybrid channel switching based on factors such as service availability, costs, and the quality of data transfer.

Our TracNet H-series and Coastal systems also offer the option to add two additional third-party services and their companion terminals to serve as alternate primary or backup services.

We also continue to service and support our legacy TracPhone VSAT-only terminals.

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We manufacture the TracNet and TracPhone terminals and provide 24/7/365 after-sale support.

We integrate the full rack of discrete below-deck equipment typically used on traditional VSAT systems into a single, streamlined unit that is significantly easier to deploy than competing VSAT solutions.

We integrate the full rack of discrete below-decks equipment typically used on traditional VSAT systems into a single, streamlined unit that is significantly easier to deploy than competing VSAT solutions.

We offer three TracNet H-series terminals:

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In addition, each antenna contains the modem in the dome for higher efficiency and reduced signal loss, along with single-cable installation.

VSAT data speeds offered by the TracNet systems vary by antenna

VSAT data speeds offered by the TracNet systems vary by antenna diameter:

TracNet H30 offers maximum speeds of 6/2 Mbps (down/up), TracNet H60 offers maximum speeds of 10/3 Mbps (down/up), and the TracNet H90 offers maximum speeds of 20/3 Mbps (down/up).

These sizes and speeds support a wide range of vessels from leisure craft as small as 40 feet long and small fishing vessels to superyachts and large commercial vessels.

Each TracNet H-series terminal includes a belowdeck hub that includes a Wi-Fi router along with support for intelligent automatic channel switching among as many as five discreet Wide Area Networks (WANs), including the integrated VSAT, 5G/cellular, and shore-based Wi-Fi services.

5G/cellular, and shore-based Wi-Fi services.

Automatic switching is managed based on an array of performance and service cost parameters.

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We continue to offer refurbished 60 cm TracPhone V7-HTS terminals as part of our AgilePlans Connectivity as a Service program.

LTE Broadband.

We offer the TracPhone LTE-1, which is a high-gain dual antenna array, modem, GPS, and Wi-Fi router inside a 34 cm diameter dome.

The TracPhone LTE-1 is equipped with a U.S-only SIM card that provides Internet access in U.S.

waters as far as 20 miles or more (32 kilometers or more) offshore.

We also offer the LTE-1 Global marine communications system, which is equipped with a global SIM card that supports cellular data service in more than 150 countries with Internet access as far as 20 miles or more (32 kilometers or more) offshore.

The system utilizes LTE Advanced cellular network technology, which is faster than regular 4G LTE.

5G/Cellular Solutions.

Introduced in late 2024, TracNet Coastal offers multi-channel cellular and Wi-Fi connectivity with intelligent switching enabling customers to automatically switch from satellites to less costly shore-based Wi-Fi networks.

In addition, our 5G/cellular service extends the coverage area along the coast and offers data speeds up to 300 Mbps.

TracNet Coastal provides global cellular connectivity with easy integration and management of additional WAN connections.

Other Marine Solutions.

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We have also introduced CommBox Edge, a next-generation network and bandwidth management system and related services through our maritime distribution agreement with Kognitive Networks.

We also offer Iridium OpenPort service to be used in conjunction with our VSAT service.

Iridium OpenPort service provides data rates up to 128 kilobits per second (Kbps) and covers the entire world, including the polar regions.

We offer the Iridium service along with our own hybrid and VSAT solutions with the integrated CommBox functionality, which will switch over to the Iridium service if KVH’s VSAT, 5G/LTE, or shore Wi-Fi services are not available.

Some of our customers add the Iridium service to expand the geographic coverage of the system or as a backup service.

We offer Iridium Certus, a next-generation L-band solution providing pole-to-pole global coverage.

We currently offer three terminals compatible with Iridium Certus service – the Thales VesseLINK 200 (data speeds as fast as 176/176 Kbps down/up), the VesseLINK 700 (data speeds as fast as 704/352 Kbps down/up), and the Cobham Sailor 4300 (data speeds as fast as 704/176 Kbps down/up), which is only available to AgilePlans subscribers.

We also offer Iridium Certus, a next-generation L-band solution providing pole-to-pole global coverage.

We currently offer three terminals compatible with Iridium Certus service – the Thales VesseLINK 200 (data speeds as fast as 176/176 Kbps down/up), the Thales VesseLINK 700 (data speeds as fast as 704/352 Kbps down/up), and the Cobham Sailor 4300 (data speeds as fast as 704/176 Kbps down/up).

Optional routing enables onboard data to switch between our KVH ONE hybrid network services and Iridium Certus.

In addition to our TracNet hybrid and TracPhone VSAT-only products and associated airtime services service, we also offer the Inmarsat-compatible TracPhone FleetOne product that provides in-motion access to global satellite communications.

In addition to our TracNet hybrid and TracPhone VSAT-only products and associated airtime services service, we also offer the Viasat/Inmarsat-compatible TracPhone FleetOne product that provides in-motion access to global satellite communications.

The FleetOne terminals are manufactured by Cobham and distributed on an original equipment manufacturer basis by us in North America under our TracPhone brand and distributed in other markets on a non-exclusive basis.

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OneWeb’s network compromises more than 630 satellites in low earth orbit that can deliver enterprise-grade broadband connectivity services.

EutelSat OneWeb is rapidly expanding its network and ground

infrastructure to meet the needs of maritime’s global requirements.

Eutelsat OneWeb is expanding its network and ground infrastructure to meet maritime's global requirements.

We currently plan to source Eutelsat OneWeb-compatible flat-panel terminals from a third party, and we expect to commence shipments of terminals and service activations in the second quarter of 2025.

Unlike our VSAT Broadband airtime, where we control and sell the airtime, we purchase Starlink, Inmarsat, Iridium, and regional cellular data directly from these companies and resell it to our customers.

We anticipate using a similar arrangement with Eutelsat OneWeb upon launch of the global service, currently expected to occur in the second quarter of 2024.

Unlike our VSAT Broadband airtime, where we control and sell the airtime, we purchase Starlink, OneWeb, Viasat/Inmarsat, Iridium, and regional cellular data directly from these companies and resell it to our customers.

Maritime Satellite TV .

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The TV-series incorporate an Internet Protocol (IP)-enabled control unit to allow access to system information from any Wi-Fi device.

Our family of marine TracVision products includes the 32 cm diameter TracVision TV1, 37 cm diameter TracVision TV3, 45 cm diameter TracVision TV5, 60 cm diameter TracVision TV6, 81 cm TracVision TV8, and 1 meter TracVision TV10.

Our family of marine TracVision products includes the 37 cm diameter TracVision TV3, 45 cm diameter TracVision TV5, 60 cm diameter TracVision TV6, 81 cm TracVision TV8, and 1 meter TracVision TV10.

These products are compatible with Ku-band SDTV and HDTV programming as well as high-powered regional satellite TV services around the globe, based on the available signal strength and antenna size requirements.

TracVision TV-series products also offer configuration, status, and service capabilities via the optional, free TracVision application for use on iOS and Android mobile devices.

Our TracVision HD-series satellite TV antennas are designed to offer a high-definition TV experience comparable to that available to a home DIRECTV HDTV subscriber.

Our TracVision UHD7 uses a 60 cm diameter satellite TV antenna to receive signals from two DIRECTV Ka-band satellites and one DIRECTV Ku-band satellite simultaneously.

Our TracVision UHD7 satellite TV antenna offers a high-definition TV experience comparable to that available to a home DIRECTV HDTV subscriber.

The TracVision UHD7 uses a 60 cm diameter satellite TV antenna to receive signals from two DIRECTV Ka-band satellites and one DIRECTV Ku-band satellite simultaneously.

It also supports Ku-band DISH Network in the United States, select portions of the Caribbean, and Bell TV in Canada.

It includes an IP-enabled antenna control unit and, as with the TracVision TV-series, the TracVision UHD7 offers configuration, status, and service capabilities via the optional, free TracVision application for use on iOS and Android mobile devices.

Our TracVision HD11 offers a worldwide satellite TV capability through the use of a 1-meter diameter antenna and a global low noise block (LNB) designed for use with the majority of direct-to-home satellite TV services.

As a result, it is able to receive all Ku-band and DIRECTV Ka-band satellite television signals without changing hardware elements.

The Ku-band also works with modern satellite television services currently available throughout the world.

The Ka-band receives DIRECTV HDTV.

Like the TracVision UHD7, the TracVision HD11 features an optional application for iOS mobile devices to provide easy control of the system.

Land Mobile Products

We sell several TracVision satellite TV antenna systems for use on a broad array of vehicles, including recreational vehicles (RV), buses, conversion vans, and automobiles.

In the RV and bus markets, we offer Ku-band TracVision satellite TV products, intended for both stationary and in-motion use.

Our TracVision R1 delivers standard-definition DIRECTV and high-definition DISH network service through a parabolic 32 cm diameter antenna.

Land Mobile Product

Our TracVision A9 uses hybrid phased-array antenna technology to provide in-motion reception of satellite TV programming in the continental United States using either the standard-definition DIRECTV or high-definition DISH Network services.

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• CommBox™ Edge – advanced maritime network optimization and management solution

• KVH Elite TM – unlimited HD-quality streaming service for leisure yachts

• KVH Link – crew wellbeing content subscription service with delivery by IP-MobileCast

• KVH Elite™ – unlimited HD-quality streaming service for leisure yachts

• KVH Link – crew wellbeing content subscription service employing over-the-air and secure drive delivery mechanisms

• KVH ONE® – global hybrid communication network supporting Internet, VoIP, content delivery, and more

• KVH OneCare® – global services and support for TracNet and TracPhone systems

• MOVIElink TM – movie distribution through a variety of means

• MOVIElink™ – movie distribution through a variety of means

• MUSIClink™ – music and karaoke delivered through a variety of means

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• OpenNet – delivering KVH VSAT data services to non-KVH Ku-band VSAT terminals

• SPORTSlink TM – sporting content delivered through a variety of means

• TracNet™ – integrated hybrid two-way communication terminals with VSAT, 5G/LTE, and shore-based Wi-Fi

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• TracVision® – satellite television systems for vessels and vehicles

• TVlink TM – television programming delivered through a variety of means

• TVlink™ – television programming delivered through a variety of means

We sell our products directly and through an international network of independent retailers, chain stores, distributors, and service providers as well as to manufacturers of vessels, maritime equipment, and vehicles.

We sell news, sports, and entertainment media content directly through our KVH Media Group, headquartered in Leeds, England.

We sell entertainment media, news, and sports content directly through our KVH Media Group, headquartered in Leeds, England.

Our European headquarters, which is located in Denmark, coordinates our sales, marketing, and support efforts for our products in Europe, the Middle East, and Africa.

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When appropriate, we seek to file patent applications to protect innovations arising from our research, development and design activities.

As of December 31, 2023, our patent portfolio included approximately 9 U.S.

As of December 31, 2024, our patent portfolio included approximately seven U.S.

and foreign issued patents, including utility patents, design patents and others and one pending U.S.

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We also register our trademarks in the United States and other key international markets where we do business.

Our patents will expire at various dates between October 2024 and May 2037.

Our patents will expire at various dates between May 2031 and May 2037.

We enter into confidentiality agreements with our consultants, key employees, and sales representatives and maintain controls over access to and distribution of our technology, software, and other proprietary information.

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Our manufacturing processes are controlled by an ISO 9001:2015-certified quality standards program.

We are winding down our product manufacturing operations and currently plan to discontinue the majority of our capital-intensive manufacturing activities by the end of 2025 an d concentrate instead on growing sales of our multi-orbit, multi-channel, integrated communications solutions, including a transition to rely increasingly, and eventually exclusively, on third-party hardware compatible with our solutions.

During the third quarter of 2024, we commenced our plan to sell the warehouse building and surface parking lot located at 75 Enterprise Center in Middletown, Rhode Island.

Raw Materials, Components and Services

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In the event that we are unable to obtain sufficient quantities of raw materials or components or unable to obtain sufficient access to the services needed to deliver our solutions on commercially reasonable terms or in a timely manner, our ability to manufacture and deliver our products and services on a timely and cost-competitive basis may be compromised, which may have a material adverse effect on our business, financial condition and results of operations.

During the year ended December 31, 2023, we continued to experience delays in the availability and delivery of certain raw material components.

We also experienced increased raw material costs.

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.

Working Capital and Seasonality

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As a consequence, we expend substantial working capital in advance of receipt of customer orders.

We expect to increase our inventory substantially as we ramp up production during the first and second quarters of 2024 in order to generate a targeted amount of inventory of maritime satellite connectivity and satellite television terminals to meet anticipated demand, as we will then cease substantially all manufacturing activity at the Middletown facility by the end of the second quarter of 2024.

In addition, we have increased our inventory substantially as we ramp up production in order to generate a targeted amount of inventory of maritime satellite connectivity and satellite television terminals to meet anticipated demand, as we intend to cease substantially all manufacturing activity at the Middletown, Rhode Island facility by the end of 2025.

We expect to continue to facilitate customer transition to third-party hardware products compatible with our mobile satellite communications services.

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

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Many of our primary competitors are large, well-established companies, many have substantially greater financial, managerial, technical, marketing, operational, and other resources than we do, and others have entered the markets with significantly disruptive new technology and services.

In the marine market for high-speed Internet, voice, fax, and data services, we compete primarily with Inmarsat, Marlink, Speedcast, Viasat and Network Innovations.

More recently, SpaceX's Starlink has emerged as a significant competitor with flat-

panel, electronically steered array (ESA) terminals and its new LEO network.

In the marine market for high-speed Internet, voice, fax, and data services, we compete primarily with Viasat/Inmarsat, Marlink, Speedcast, Viasat and Network Innovations.

More recently, SpaceX’s Starlink has emerged as a significant competitor with flat-panel, electronically steered array (ESA) terminals and its new LEO network.

Other LEO services, such as Eutelsat OneWeb, are also entering the market.

In addition, we face some competition from providers of low-speed data services, which include Inmarsat and Iridium Satellite LLC.

In addition, we face some competition from providers of low-speed data services, which include Viasat/Inmarsat and Iridium Satellite LLC.

In the marine market for voice, fax, data, and Internet communications equipment, we compete primarily with Intellian and Cobham satcom with regard to parabolic antennas.

The emergence of ESA terminals from companies like Starlink has significantly increased competitive pressure on traditional parabolic antennas.

In the markets for media content, we compete primarily with Swank Motion Pictures, Baze Technology, and Newspapersdirect Inc.

In the markets for media content, we compete primarily with Swank Motion Pictures, Baze Technology, and PressReader.

In the marine market for satellite TV equipment, we compete primarily with Intellian, Cobham satcom and Raymarine (Intellian-made).

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As noted above, as a result of increased competition, we are winding down our product manufacturing operations.

We currently expect to continue to offer our products into 2025 as part of our plan to gradually transition customers to third-party hardware.

We currently expect to continue to offer KVH-manufactured VSAT and satellite TV terminals through 2025 and potentially into 2026 as part of our plan to gradually transition customers to third-party hardware.

In our markets for airtime services and media content, we believe that we compete favorably with respect to a majority of these factors based on our existing products and services, our new vendor relationships and services such as our agreement with Eutelsat OneWeb, and our expanding suite of integrated solutions with advanced network and bandwidth management.

However, there can be no assurance that we will continue to do so.

For 2025, we anticipate ongoing demand for our hybrid connectivity solutions offering GEO, LEO, and 5G/LTE Cellular connectivity.

While we are seeing overall reductions in the level of GEO services purchased, our commercial customers have historically preferred redundancy of communications to minimize potential disruptions and ensure that vessel-critical data is always available.

As such, we anticipate that a significant number of customers will continue to desire to maintain GEO connectivity, albeit at a reduced level, while LEO capacity is being increased.

We are also facing increased competition from providers such as Marlink, Navarino, and Speedcast, who are offering fully managed IT services in addition to communications.

These services may make it more difficult for us to compete, particularly with customers who prefer a single-source provider for both communications and managed IT services.

Research and Development

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As a result, our success depends in part upon our ability, on a cost-effective and timely basis, to continue to enhance our existing services and to develop and introduce new products and services that improve performance and meet customers’ operational and cost requirements.

Our current research and development activities relate to cellular product and service development, enhancing our VSAT product lines with new features desired by our customers, and integrating available and emerging non-geostationary satellite orbit (NGSO) products and services, specifically Starlink and OneWeb, into our overall maritime offering.

Our current research and development activities relate to cellular products and value-added services supporting platforms and emerging non-geostationary satellite orbit (NGSO) products and services, specifically Starlink and OneWeb, and efforts to integrate these into our overall maritime offering.

Government Regulation

2 unchanged sentences

We are also subject to the laws and regulations of the U.S.

and foreign jurisdictions in which we offer and sell our satellite communication products and services, including those of the European Union, Brazil, Norway, Singapore, Japan and India.

M any of the countries where our customers use our products and services have licensing and regulatory requirements for the importation and use of satellite communications and reception equipment, including the use of such equipment in territorial waters, the transmission of satellite signals on certain radio frequencies, the transmission of VoIP services using such equipment, and, in some cases, the reception of certain video programming services.

and foreign jurisdictions in which we offer and sell our satellite and wireless communication products and services, including those of the European Union, Brazil, Norway, Singapore, Japan and India.

M any of the countries where our customers use our products and services have licensing and regulatory requirements for the importation and use of satellite and wireless communications and reception equipment, including the certification or type approval of such equipment, the use of such equipment in territorial waters, the transmission of satellite and wireless signals on certain radio frequencies, the carriage of VoIP services using such equipment, and, in some cases, the reception of certain video programming services.

In the U.S., many of these matters are regulated by the Federal Communications Commission.

10 unchanged sentences

The figures in this section provide information as of December 31, 2024.

In February 2024, we announced a planned headcount reduction of 75 employees, which we expect to complete by the end of the second quarter of 2024.

KVH Team Member Headcount

Category Number at December 31, 2023 Number After February 2024 Reduction in Force

Category Number at December 31, 2024

Full-time employees 247

Part-time employees 6

Long-term Contractors 7 7

Total 345 270

Long-term contractors/consultants 7

Our team members are directly responsible for the creation, development, manufacture, marketing, sale, repair and support of our products and services.

3 unchanged sentences

KVH Team Member Headcount

Country Number at December 31, 2023 Number After February 2024 Reduction in Force

Country Number at December 31, 2024

United States 102

United Kingdom 50

Denmark 12 10

Singapore 12 12

Hong Kong 2 2

Netherlands 1 1

South Africa 1 1

Total 345 270

Approximately 40 team members, or 15%, are directly involved in supporting our technology in positions such as engineers, technicians, or software developers.

Of the 61 team members, 19 were impacted by the previously mentioned headcount reduction.

Employee Engagement

We believe we generally have strong relationships with our workforce.

We do not yet know the long-term impact of our recent workforce reduction on employee morale.

In 2023, our global turnover rate was 12%, including voluntary and involuntary separations.

Among our 41 key executive leaders and most critical individual technology contributors, our turnover rate was 5% in 2023.

In 2024, our global turnover rate was 37%, which was primarily driven by our reduction-in-force cost savings initiative.

Excluding the effect of this reduction-in-force, our global turnover rate was 14%.

Among our 6 executive leaders and most critical individual technology contributors, our turnover rate in 2024 was 50%, all of which was related to our reduction-in-force.

The average length of employee service is 9 years.

1 unchanged sentence

Inclusion and Diversity

KVH strives to recruit and retain a diverse and inclusive workforce.

KVH strives to recruit and retain a diverse and inclusive workforce in a manner consistent with federal and state anti-discrimination laws.

We believe this approach enables better business decisions, enhanced product development, and superior customer service.

Our diversity and inclusion principles are also reflected in our employee training, in particular with respect to our policies against harassment in the workplace.

Our diversity and inclusion principles are also reflected in our employee training, in particular with respect to our policies against discrimination and harassment in the workplace.

Competitive Pay and Benefits

18 unchanged sentences

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-K

Item 1. Business