KVH INDUSTRIES INC \DE\ 10-K

ITEM 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024, the end of the period covered by this annual report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process designed by and under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 and concluded that it was effective. Our independent registered public accounting firm, Grant Thornton LLP, has issued a report regarding the effectiveness of our internal control over financial reporting as of December 31, 2024, and that report is included in Item 9A in this annual report. Evaluation of Changes in Internal Control over Financial Reporting Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated changes in our internal control over financial reporting that occurred during the fourth quarter of 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Important Considerations The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management. 34 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders KVH Industries, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of KVH Industries, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated March 7, 2025 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Hartford, Connecticut March 7, 2025 35 Table of Contents ITEM 9B. Other Information During the fourth quarter of 2024, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as those terms are defined in Item 408(a)(1) of Regulation S-K), including any amendment or modification of the amount, price, or timing of the purchase or sale of securities under such an existing trading arrangement. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III We have omitted the information required in Part III of this annual report because we intend to include that information in our definitive proxy statement for our 2025 annual meeting of stockholders, which we expect to file before 120 days after the end of fiscal 2024. We incorporate the information required in Part III of this annual report by reference to our 2025 proxy statement. ITEM 10. Directors, Executive Officers and Corporate Governance Except as set forth below, the information required by this item is incorporated by reference to our 2025 proxy statement. Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to our directors, executive officers and employees. Our Code of Business Conduct and Ethics can be found on our website, which is located at www.kvh.com. We intend to make all required disclosures concerning any amendments to or waivers from, our Code of Business Conduct and Ethics on our website. Any person may request a copy of the Code of Business Conduct and Ethics, at no cost, by writing to us at the following address: KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island, 02842, Attention: Investor Relations. ITEM 11. Executive Compensation The information required by this item is incorporated by reference to our 2025 proxy statement. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to our 2025 proxy statement. ITEM 13. Certain Relationships and Related Transactions and Director Independence The information required by this item is incorporated by reference to our 2025 proxy statement. ITEM 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to our 2025 proxy statement. 36 Table of Contents PART IV ITEM 15. Exhibits and Financial Statement Schedules Page (a) 1. Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 40 Consolidated Balance Sheets as of December 31, 202 4 and 20 23 41 Consolidated Statements of Operations for the years ended December 31, 202 4 and 202 3 42 Consolidated Statements of Comprehensive Loss for the years ended December 31, 202 4 and 202 3 43 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 202 4 and 202 3 44 Consolidated Statements of Cash Flows for the years ended December 31, 202 4 and 202 3 45 Notes to Consolidated Financial Statements 46 (a) 2. Financial Statement Schedules None. 3. Exhibits Exhibit No. Description Filed with this Form 10-K Incorporated by Reference Form Filing Date Exhibit No. 2.1 Asset Purchase Agreement dated as of August 9, 2022 by and between KVH Industries, Inc., EMCORE Corporation and Delta Acquisition Sub, Inc. 8-K August 10, 2022 2.1 3.1 Amended and Restated Certificate of Incorporation, as amended 10-Q August 6, 2010 3.1 3.2 Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock of KVH Industries, Inc. classifying and designating the Series A Junior Participating Cumulative Preferred Stock 8-A August 19, 2022 3.1 3.3 Amended and Restated Bylaws 10-Q November 1, 2017 3.2 4.1 Specimen certificate for the common stock 10-K March 2, 2018 4.1 4.2 Description of Capital Stock 10-K March 15, 2024 4.2 *10.1 Amended and Restated 1996 Employee Stock Purchase Plan DEF 14A April 25, 2016 App. B *10.2 KVH Industries, Inc. Amended and Restated 2016 Equity and Incentive Plan, as amended DEF 14A May 2, 2022 App. A *10.3 Form of Incentive Stock Option Agreement granted under the 2016 Equity and Incentive Plan 10-K March 9, 2017 10.5 *10.4 Form of Non-Statutory Stock Option Agreement granted under the 2016 Equity and Incentive Plan 10-K March 9, 2017 10.6 *10.5 Form of Restricted Stock Agreement granted under the 2016 Equity and Incentive Plan 10-K March 9, 2017 10.7 *10.6 Policies Regarding Non-Employee Director Compensation and Stock Ownership Guidelines 10-K March 15, 2024 10.6 37 Table of Contents Exhibit No. Description Filed with this Form 10-K Incorporated by Reference Form Filing Date Exhibit No. * 10.7 Executive Employment Agreement dated as of May 2, 2022 between KVH Industries, Inc. and Brent C. Bruun 10-Q August 9, 2022 10.1 * 10.8 Amendment No. 1 dated as of October 11, 2022 to Executive Employment Agreement between KVH Industries, Inc. and Brent C. Bruun 10-Q December 6, 2022 10.8 * 10.9 Executive Employment Agreement dated as of May 2, 2022 between KVH Industries, Inc. and Roger A. Kuebel 10-Q August 9, 2022 10.2 *10.10 Executive Employment Agreement dated as of May 2, 2022 between KVH Industries, Inc. and Felise B. Feingold 10-Q August 9, 2022 10.3 * 10.11 Executive Employment Agreement dated as of May 9, 2022 between KVH Industries, Inc. and Robert J. Balog 10-Q August 9, 2022 10.4 * 10. 12 Cooperation Agreement, dated as of February 3, 2023, by and among KVH Industries, Inc., Black Diamond Capital Management, L.L.C., Stephen H. Deckoff and the Investor Group Designees (as defined therein) 8-K February 3, 2023 10.1 * 10. 13 Form of Indemnification Agreement for directors and executive officers 10-K March 15, 2024 10.13 10.14 Purchase and Sale Agreement dated December 5, 2024 between KVH Industries, Inc. and Knight Capital LLC regarding 75 Enterprise Center X 19.1 Securities Trading Policy X 21.1 List of Subsidiaries X 23.1 Consent of Grant Thornton LLP X 31.1 Rule 13a-14(a)/15d-14(a) certification of principal executive officer X 31.2 Rule 13a-14(a)/15d-14(a) certification of principal financial officer X 32.1 Rule 1350 certification X 97.1 KVH Compensation Recovery Policy 10-K March 15, 2024 97.1 101.1 Interactive Data File regarding (a) our Consolidated Balance Sheets as of December 31, 2024 and 2023, (b) our Consolidated Statements of Operations for the years ended December 31, 2024 and 2023, (c) our Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023, (d) our Consolidated Statements of Stockholders' Equity for the years ended December 31, 2024 and 2023, (e) our Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023, and (f) the Notes to such Consolidated Financial Statements X 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document) X * Management contract or compensatory plan. 38 Table of Contents ITEM 16. Form 10-K Summary None. SIGNATURES Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KVH Industries, Inc. Date: March 7, 2025 By: / S / BRENT C. BRUUN Brent C. Bruun President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated. Name Title Date /S/ BRENT C. BRUUN President, Chief Executive Officer and Director (Principal Executive Officer) March 7, 2025 Brent C. Bruun /S/ ANTHONY F. PIKE Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 7, 2025 Anthony F. Pike /S/ DAVID M. TOLLEY Chairman of the Board of Directors March 7, 2025 David M. Tolley /S/ STEPHEN H. DECKOFF Director March 7, 2025 Stephen H. Deckoff /S/ DAVID B. KAGAN Director March 7, 2025 David B. Kagan /S/ CHARLES R. TRIMBLE Director March 7, 2025 Charles R. Trimble 39 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders KVH Industries, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of KVH Industries, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 7, 2025 expressed an unqualified opinion. Basis for opinion T hese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2014. Hartford, Connecticut March 7, 2025 40 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 50,572 $ 11,294 Marketable securities — 58,477 Accounts receivable, net of allowance for credit losses of $ 1,006 and $ 1,168 as of December 31, 2024 & December 31, 2023, respectively 21,624 25,670 Inventories 22,953 19,046 Prepaid expenses and other current assets 16,016 4,331 Current assets held for sale 11,410 — Total current assets 122,575 118,818 Property and equipment, net 27,014 47,680 Intangible assets, net 828 1,194 Right of use assets 1,361 1,068 Other non-current assets 3,146 3,618 Deferred income tax asset 157 256 Total assets $ 155,081 $ 172,634 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 4,316 $ 4,780 Accrued airtime 745 5,508 Accrued compensation and employee-related expenses 4,728 4,466 Accrued loss on future firm purchase commitments 919 3,569 Accrued other 2,134 2,588 Accrued product warranty costs 607 828 Deferred revenue 1,039 1,774 Current operating lease liability 660 786 Liability for uncertain tax positions 724 673 Total current liabilities 15,872 24,972 Long-term operating lease liability 569 289 Deferred income tax liability 15 1 Total liabilities $ 16,456 $ 25,262 Commitments and contingencies (Notes 1, 5, 12 and 13) Stockholders’ equity: Preferred stock, $ 0.01 par value. Authorized 1,000,000 shares; no ne issued — — Common stock, $ 0.01 par value. Authorized 30,000,000 shares, 21,240,525 and 21,066,899 shares issued at December 31, 2024 and December 31, 2023, respectively; and 19,784,416 and 19,610,790 shares outstanding at December 31, 2024 and December 31, 2023, respectively 212 211 Additional paid-in capital 167,287 165,140 Accumulated deficit ( 12,752 ) ( 1,704 ) Accumulated other comprehensive loss ( 4,032 ) ( 4,185 ) 150,715 159,462 Less: treasury stock at cost, common stock, 1,456,109 shares as of December 31, 2024 and December 31, 2023, respectively ( 12,090 ) ( 12,090 ) Total stockholders’ equity 138,625 147,372 Total liabilities and stockholders’ equity $ 155,081 $ 172,634 See accompanying Notes to Consolidated Financial Statements. 41 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2024 2023 Sales: Service $ 96,446 $ 114,622 Product 17,382 17,757 Net sales 113,828 132,379 Costs and expenses: Costs of service sales 60,002 65,362 Costs of product sales 18,607 29,149 Research and development 8,439 9,399 Sales, marketing and support 21,013 20,925 General and administrative 16,513 18,899 Goodwill impairment charge — 5,333 Long-lived assets impairment charge 1,137 657 Total costs and expenses 125,711 149,724 Loss from operations ( 11,883 ) ( 17,345 ) Interest income 3,039 3,646 Interest expense 2 1 Other expense, net ( 1,781 ) ( 1,404 ) Loss before income tax expense ( 10,627 ) ( 15,104 ) Income tax expense 421 318 Net loss $ ( 11,048 ) $ ( 15,422 ) Net loss per common share Basic $ ( 0.57 ) $ ( 0.81 ) Diluted $ ( 0.57 ) $ ( 0.81 ) Weighted average number of shares outstanding: Basic 19,389 19,130 Diluted 19,389 19,130 See accompanying Notes to Consolidated Financial Statements. 42 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Year Ended December 31, 2024 2023 Net loss $ ( 11,048 ) $ ( 15,422 ) Other comprehensive income (loss), net of tax: Unrealized gain on available-for-sale securities — 12 Foreign currency translation adjustment 153 ( 87 ) Other comprehensive income (loss), net of tax (1) 153 ( 75 ) Total comprehensive loss $ ( 10,895 ) $ ( 15,497 ) (1) Tax impact was nominal for all periods. See accompanying Notes to Consolidated Financial Statements. 43 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) 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 loss — — — ( 15,422 ) — — — ( 15,422 ) Other comprehensive loss — — — — ( 75 ) — — ( 75 ) Stock-based compensation — — 2,078 — — — — 2,078 Issuance of common stock under employee stock purchase plan 17 — 123 — — — — 123 Acquisition of treasury stock — — — — — ( 23 ) ( 239 ) ( 239 ) Exercise of stock options and issuance of restricted stock awards, net of forfeitures 419 5 2,464 — — — — 2,469 Balance at December 31, 2023 21,067 $ 211 $ 165,140 $ ( 1,704 ) $ ( 4,185 ) ( 1,456 ) $ ( 12,090 ) $ 147,372 Net loss — — — ( 11,048 ) — — — ( 11,048 ) Other comprehensive income — — — — 153 — — 153 Stock-based compensation — — 2,027 — — — — 2,027 Issuance of common stock under employee stock purchase plan 27 — 109 — — — — 109 Exercise of stock options and issuance of restricted stock awards, net of forfeitures 147 1 11 — — — — 12 Balance at December 31, 2024 21,241 $ 212 $ 167,287 $ ( 12,752 ) $ ( 4,032 ) ( 1,456 ) $ ( 12,090 ) $ 138,625 See accompanying Notes to Consolidated Financial Statements. 44 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 11,048 ) $ ( 15,422 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Provision for credit losses 217 64 Depreciation and amortization 13,298 13,438 Impairment charge to goodwill and long-lived assets 1,137 5,990 Deferred income taxes 113 ( 51 ) Loss on disposals of fixed assets 1,220 2,476 Compensation expense related to stock-based awards and employee stock purchase plan 2,027 2,078 Unrealized currency translation loss (gain) 188 ( 179 ) Changes in operating assets and liabilities: Accounts receivable 3,812 1,719 Inventories ( 3,908 ) 3,686 Prepaid expenses and other current assets ( 11,661 ) ( 1,231 ) Other non-current assets 333 1,425 Accounts payable ( 446 ) ( 15,648 ) Deferred revenue ( 728 ) 377 Accrued compensation, product warranty and other ( 7,724 ) 3,808 Net cash (used in) provided by operating activities $ ( 13,170 ) $ 2,530 Cash flows from investing activities: Capital expenditures ( 7,417 ) ( 10,633 ) Cash paid for acquisition of intangible assets ( 74 ) ( 1,296 ) Proceeds from the sale of fixed assets 1,403 — Purchases of marketable securities ( 1,990 ) ( 18,207 ) Maturities and sales of marketable securities 60,467 15,422 Net cash provided by (used in) investing activities $ 52,389 $ ( 14,714 ) Cash flows from financing activities: Proceeds from stock options exercised and employee stock purchase plan 110 2,604 Repurchase of treasury stock — ( 239 ) Payment of finance lease — ( 22 ) Net cash provided by financing activities $ 110 $ 2,343 Effect of exchange rate changes on cash and cash equivalents ( 51 ) 79 Net increase (decrease) in cash and cash equivalents 39,278 ( 9,762 ) Cash and cash equivalents at beginning of period 11,294 21,056 Cash and cash equivalents at end of period $ 50,572 $ 11,294 Supplemental disclosure of cash flow information: Cash paid for income taxes, net of refunds $ 173 $ 22 Changes in accrued other and accounts payable related to property and equipment additions $ 5 $ 22 Right of use assets (ROU) assets arising from entering into new operating lease obligations $ 1,089 $ 466 See accompanying Notes to Consolidated Financial Statements. 45 KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 and 2023 (in thousands, except per share amounts) (1) Summary of Significant Accounting Policies (a) Description of Business 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 or refurbishment costs on the hardware are expensed in the period these costs are incurred. Service sales also include the distribution of commercially licensed entertainment, including movies, television programming, news, and music, to commercial customers in the maritime market 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 Viasat/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. 46 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) 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. Please see Note 14 for additional details surrounding the wind-down of the Company's manufacturing activities. (b) Principles of Consolidation The accompanying consolidated 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. All of the operating expenses of the subsidiaries that serve as the Company’s European, Singaporean, Japanese, and Brazilian international distributors are reflected within sales, marketing, and support within the accompanying consolidated statements of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. (c) 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, valuation of prepaid assets, 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. 47 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (d) Concentration of Credit Risk and Single Source Suppliers Cash, cash equivalents and marketable securities. The Company is potentially subject to financial instrument concentration of credit risk through its cash, cash equivalent and marketable securities investments. To mitigate these risks the Company maintains cash, cash equivalents and marketable securities with reputable and nationally recognized financial institutions. As of December 31, 2024, substantially all of the cash and cash equivalents were held by Bank of America, N.A. In the fourth quarter of 2024, the balance of our marketable securities held by Wells Fargo was liquidated and transferred to an interest-bearing account held by Bank of America, N.A. See Note 2 for a description of marketable securities. Trade accounts receivable. Concentrations of risk (see Note 10) 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 potential expected credit losses and evaluates, on a monthly basis, the adequacy of those reserves based upon historical experience and its expectations for future collectability concerns. The Company performs ongoing credit evaluations of the financial condition of its customers and generally does not require collateral. Activity within the Company’s allowance for credit losses for the periods presented is as follows: 2024 2023 Beginning balance $ 1,168 $ 1,268 Additions 217 64 Deductions (write-offs/recoveries) from reserve ( 379 ) ( 164 ) Ending balance $ 1,006 $ 1,168 Revenue and operations. 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. (e) Revenue Recognition In accordance with Accounting Standards Codification (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. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors, including the customer’s historical payment pattern or, in the case of a new customer, published credit and financial information pertaining to the customer. 48 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised products and services, the Company must apply judgment to determine whether promised products and services are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised products and services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products and services to the customer. Amounts collected from customers for sales taxes are excluded from the transaction price. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct products or services that are substantially the same qualify as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct product or service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised product or service to a customer. Product sales Revenue from product sales is recognized when control of the goods is transferred to the customer, which generally occurs upon shipment. Revenue related to shipping and handling is recognized when the products are shipped and the associated costs are accrued for based on the Company’s election to account for shipping and handling activities as a fulfillment of the promise to transfer the products and not as a combined promise. The Company’s standard payment terms for product sales are generally Net 30. Under certain limited conditions, the Company, at its sole discretion, provides for the return of goods. No product is accepted for return and no credit is allowed on any returned product unless the Company has granted and confirmed prior written permission by means of appropriate authorization. The Company establishes reserves for potential sales returns, credits, and allowances, and evaluates, on a monthly basis, the adequacy of those reserves based upon historical experience and expectations for the future. Deferred revenue consist of advance payments and billings in excess of revenue recognized. The Company classifies any billings in excess of revenue recognized as deferred revenue as current or non-current based on the timing of when revenue is expected to be recognized. Revenue recognized during 2024 and 2023 from amounts included in deferred revenue at the beginning of the period was $ 1,527 and $ 1,127 , respectively. 49 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) Satellite connectivity and media content service sales Directly sold and re-sold satellite connectivity service for VoIP, data and Internet is recognized monthly based primarily on contracted fixed-fee schedules as well as any overages for minutes or megabytes of traffic processed. The Company has evaluated whether it obtains control of the services that are being transferred to the customer in assessing gross revenue reporting as principal versus net revenue reporting as agent for its satellite connectivity service sales and its payments to the applicable service providers. Based on the Company’s assessment of the indicators, the Company has determined that gross revenue reporting as a principal is appropriate. The applicable indicators of gross revenue reporting include, but are not limited to, the following: • The Company is the primary obligor in its arrangements with its subscribers. The Company manages all interactions with the subscribers, while satellite connectivity service providers do not interact with the subscribers. In addition, the Company assumes the entire performance risk under its arrangements with the subscribers and in the event of a performance issue, the Company may incur reductions in fees without regard for any recourse that the Company may have with the applicable satellite service providers. • The Company has discretion in establishing pricing, as the pricing under its arrangements with the subscribers is negotiated through a contracting process. The Company then separately negotiates the fees with the applicable satellite service providers. • The Company has complete discretion in determining which satellite service providers it will contract with. As a result, the Company has determined that it earns revenue (as a principal) from the delivery of satellite connectivity services to its subscribers and records all satellite connectivity service sales to subscribers as gross sales. Media content sales include the Company’s distribution of commercially licensed movies, television programming, news, and music content for commercial and leisure customers in the maritime market. The Company typically recognizes revenue from media content sales ratably over the period of the service contract. Under AgilePlans, the Company retains ownership of the hardware that it provides to these 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. In accounting for the related service revenue, the Company has applied the practical expedient allowed under ASC 606-10-55-18 to recognize rental revenues in proportion to the amount of the right to invoice. The Company recognizes the subscription fee monthly as service revenue over the service delivery period. On occasion, a customer may opt to purchase previously deployed AgilePlans hardware from the Company. In these instances, the gain or loss on disposal of this revenue generating long-lived asset is recognized within other income/expense in the Company's consolidated statement of operations as per ASC 360-10-45-5. The Company applies the practical expedient to not adjust the transaction price for a significant financing component if the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service is one year or less. The Company also applies the optional exemption to not disclose the transaction price allocated to remaining performance obligations with an original expected duration of one year or less or those where revenue is recognized over time using the right to invoice practical expedient. Product service sales Product service sales other than under development contracts are recognized when completed services are delivered to the customer. The Company also sells extended warranty contracts. Sales under these contracts are recognized ratably over the contract term. Product service sales including extended warranties are not a significant portion of the Company’s total sales. Revenue related to product service sales is recognized in service sales in the Company's consolidated statement of operations. 50 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) Sales-type leases Revenue is recognized on sales-type leases primarily from the TracPhone VSAT products. In accordance with ASC 842, 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. See Note 13. (f) Leases In accordance with ASC 842, the Company recognizes all leases greater than one year in duration on the balance sheet as right-of-use assets and lease liabilities. In ASC 842, a lease is defined as follows: “[a] contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.” Many of our lease agreements contain renewal options which are recognized if it is determined that the Company is reasonably certain to renew the lease at inception or when a triggering event occurs. Some of our lease agreements contain rent escalation clauses, rent holidays, capital improvement funding or other lease concessions. The Company recognizes operating lease costs on a straight-line basis based on the fixed components of a lease arrangement and amortize such expense over the term of the lease beginning with the commencement date. Variable lease components that are not fixed at the beginning of the lease are recognized as incurred. Under certain third-party service agreements, the Company controls a specific space or underlying asset used in providing the service by the third-party service provider. These arrangements meet the definition under ASC 842 and therefore are accounted for under ASC 842. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when reasonably certain to be exercised. The present value of lease payments is determined using an incremental borrowing rate of 5.5 %. (g) Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash equivalents, marketable securities, accounts receivable, accounts payable and accrued expenses, approximate their fair values due to the short maturity of these instruments. See Note 2 for more information on the fair value of the Company’s marketable securities. The carrying amount of finance leases approximate fair value based on currently available quoted rates of similarly structured debt facilities. See Note 13 for the Company's finance leases. (h) Cash, Cash Equivalents, and Marketable Securities In the fourth quarter of 2024, the balance of our marketable securities held by Wells Fargo was liquidated and transferred to an interest-bearing account held by Bank of America, N.A. Previously, cash in excess of operational needs was invested in money market mutual funds, government agency bonds, United States treasuries, municipal bonds, corporate notes, or certificates of deposit. All highly liquid investments with a maturity date of three months or less at the date of purchase were classified as cash equivalents. The Company determined the appropriate classification of marketable securities at each balance sheet date. As of December 31, 2023, all of the Company’s marketable securities were designated as available-for-sale and were carried at their fair value with unrealized gains and losses included in accumulated other comprehensive loss in the accompanying consolidated balance sheet. The Company reviewed investments in debt securities for other than temporary impairment whenever the fair value of an investment was less than amortized cost and evidence indicated that an investment’s carrying amount was not recoverable within a reasonable period of time. To determine whether an impairment was other-than-temporary, the Company considered whether it intended to sell the security, whether it expected to recover the credit loss, and whether it was more likely than not that the Company would be required to sell the security prior to recovery. Evidence considered in this assessment included the reasons for the impairment, compliance with the Company’s investment policy, the severity and duration of the impairment, changes in value subsequent to year-end and forecasted performance of the investee. The Company had reviewed its securities with unrealized losses as of December 31, 2023 and had concluded that no other-than-temporary impairments exist. 51 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (i) Inventories Inventories are stated at the lower of cost and net realizable value using the first-in first-out costing method. The Company adjusts the carrying value of its inventory based on the consideration of excess and obsolete components and future estimated demand. The Company records inventory charges to costs of product sales. (j) Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the respective assets. The principal lives used in determining the depreciation rates of various assets are: buildings and improvements, 5 - 40 years; leasehold improvements, shorter of original lease term or useful life; machinery, satellite hubs and equipment, 4 - 10 years; office and computer equipment, 3 - 7 years; and motor vehicles, 5 years. (k) Intangible Assets and other Long-Lived Assets As of December 31, 2024, the Company's intangible assets are primarily associated with the purchase of distribution rights from Kognitive Networks Inc. in October 2023 and the purchase of Virtek Communications (now known as KVH Industries Norway AS) in September 2010. Intangible assets with finite lives and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of intangible assets with finite lives and other long-lived assets is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group. Asset groups are determined at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If these comparisons indicate that an asset is not recoverable, the Company will recognize an impairment loss for the amount by which the carrying value of the asset or asset group exceeds the related estimated fair value. 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). (l) Other Non-Current Assets Other non-current assets are primarily comprised of long-term lease receivables, prepaid expenses, and deposits. (m) 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 also offers extended warranties on its products for up to five years . 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 December 31, 2024 and 2023, the Company had accrued product warranty costs of $ 607 and $ 828 , respectively. The followin g table summarizes product warranty activity during 2024 and 2023: 2024 2023 Beginning balance $ 828 $ 1,287 Charges to expense 665 947 Costs incurred ( 886 ) ( 1,406 ) Ending balance $ 607 $ 828 52 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (n) Shipping and Handling Costs Shipping and handling costs are expensed as incurred and included in cost of sales. Billings for shipping and handling are reflected within net sales in the accompanying consolidated statements of operations. (o) Research and Development Expenditures for research and development are expensed as incurred. (p) Advertising Costs Costs related to advertising are expensed as incurred. Advertising expense was $ 491 and $ 580 for the years ended December 31, 2024 and 2023, respectively, and is included in sales, marketing, and support expense in the accompanying consolidated statements of operations. (q) Foreign Currency Translation and Transaction 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. For the years ended December 31, 2024 and 2023, the Company recorded a total of net foreign currency exchange losses, which are comprised of both realized and unrealized foreign currency exchange losses and gains, in its accompanying consolidated statements of operations $( 493 ) and $( 33 ), 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. (r) Income Taxes The Company is subject to income taxes in the U.S. and in numerous foreign jurisdictions. The Company accounts for income taxes following ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of a deferred tax asset will not be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of the benefit attributable to the position is recognized. The tax benefit to be recognized of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes interest and penalties within the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets. See Note 7 for further discussion of income taxes. 53 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (s) Net Loss per Common Share Basic net loss 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 in accordance with the treasury stock accounting method. For the years ended December 31, 2024 and 2023 since there was a net loss, the Company excluded all 987 and 1,419 shares, respectively, in outstanding stock options and non-vested restricted shares from its diluted loss per share calculation, as inclusion of these securities would have reduced the net loss per share. A reconciliation of the basic and diluted weighted average common shares outstanding is as follows: December 31, 2024 2023 Weighted average common shares outstanding—basic 19,389 19,130 Dilutive common shares issuable in connection with stock plans — — Weighted average common shares outstanding—diluted 19,389 19,130 (t) Contingent Liabilities The Company estimates the amount of potential exposure it may have with respect to claims, assessments and litigation in accordance with ASC 450, Contingencies . As of December 31, 2024 and 2023, the Company was not party to any lawsuit or proceeding that, in management's opinion, was likely to materially harm the Company’s business, results of operations, financial condition or cash flows. It is not always possible to predict the outcome of litigation, as it is subject to many uncertainties. Additionally, it is not always possible for management to make meaningful estimates of the potential loss or range of loss associated with such litigation. (u) Operating Segments The Company operates in one reportable segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker is its President, Chief Executive Officer and Director. The Company operates in a number of major geographic areas, including internationally. Revenues are generated from international locations, primarily consisting of Singapore, Canada, South American countries, European Union countries and other European countries, and countries in Africa, the Middle East and Asia/Pacific, including India (see Note 10, “ Revenue from Contracts with Customers ”). 54 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (v) Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, the Company evaluates the pronouncements to determine the potential effects of adoption on our consolidated financial statements. Standards Implemented In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The Company adopted ASU No. 2023-07 as of December 31, 2024. The adoption did not have a material impact on the Company’s financial statements, including disclosures. Standards to be Implemented In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU apply to all entities that are subject to Topic 740, Income Taxes. The amendments require public business entities to disclose specific categories in their tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. These amendments also require all entities to disclose income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and by individual jurisdictions in which income taxes paid, net of refunds received, are equal to or greater than five percent of total income taxes paid. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024. The amendments in this ASU should be applied on a prospective basis. The adoption of ASU No. 2023-09 is not expected to have a material impact on the Company’s financial statements, including disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires public business entities to provide further disaggregated information of relevant expense captions within its consolidated statements of operations. The standard is effective for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027. The standard may be applied prospectively or retrospectively. The adoption will result in disclosure changes only. There are no other recent accounting pronouncements that have been issued by the FASB that are not yet effective that the Company expects would have a material impact on the Company’s financial statements, including disclosures. 55 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (2) Marketable Securities In the fourth quarter of 2024, the balance of our marketable securities held by Wells Fargo was liquidated and transferred to an interest-bearing account held by Bank of America, N.A. Marketable securities as of December 31, 2024 and 2023 consisted of the following: December 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market mutual funds $ — $ — $ — $ — Total marketable securities designated as available-for-sale $ — $ — $ — $ — 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 $ 1,990 and $ 2,785 for the years ended December 31, 2024 and 2023, respectively. (3) Inventories Inventories are stated at the lower of cost and net realizable value using the first-in first-out costing method. Inventories as of December 31, 2024 and 2023 include the costs of material, labor, and factory overhead. Components of inventories consist of the following: December 31, 2024 2023 Raw materials $ 15,379 $ 11,352 Work in process 2,469 2,617 Finished goods 5,105 5,077 $ 22,953 $ 19,046 In 2023, the Company recorded a $ 5,225 inventory write-down relating to the reduced demand for the Company’s hardware products. Please see Note 14 for additional details surrounding the future wind-down of the Company’s manufacturing activities. 56 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (4) Property and Equipment Property and equipment, net, as of December 31, 2024 and 2023 consist of the following: December 31, 2024 2023 Land $ — $ 2,833 Building and improvements — 18,839 Leasehold improvements 336 445 Revenue-generating assets 61,380 60,984 Machinery and equipment 6,021 5,989 Office and computer equipment 10,561 14,213 Motor vehicles 31 31 78,329 103,334 Less accumulated depreciation ( 51,315 ) ( 55,654 ) $ 27,014 $ 47,680 Depreciation expense for the years ended December 31, 2024 and 2023 amounted to $ 12,891 and $ 13,204 , 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 December 31, 2024 and 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. In the third quarter of 2024, the Company commenced its plan to sell the warehouse building and surface parking lot located at 75 Enterprise Center in Middletown, Rhode Island (“75 Enterprise Center”). As of September 30, 2024, 75 Enterprise Center had a carrying value of approximately $ 7.8 million. The Company determined that all of the criteria to classify 75 Enterprise Center as held for sale had been met as of September 30, 2024. The estimated fair value was determined based upon the anticipated sales price of these assets based on current market conditions and assumptions made by management, less selling costs. The Company recorded an impairment charge of $ 1.1 million during the year ended December 31, 2024, as the carrying value of 75 Enterprise Center at the time the asset for sale criteria were met exceeded the fair value less costs to sell. Additionally, in the third quarter of 2024, the Company commenced its plan to sell the property, building, improvements, and land located at 50 Enterprise Center in Middletown, Rhode Island (“50 Enterprise Center”). As of September 30, 2024, 50 Enterprise Center had a carrying value of approximately $ 3.6 million. The Company determined that all of the criteria to classify 50 Enterprise Center as held for sale had been met as of September 30, 2024. The estimated fair value of 50 Enterprise Center exceeds its carrying value. In December 2024, the Company entered into an agreement to sell 50 Enterprise Center, subject to the buyer’s right to terminate the agreement during an inspection period. In January 2025, before the end of the inspection period, the Company received notice of termination from the buyer. 50 Enterprise Center remains held for sale as the Company continues to search for a suitable buyer. 57 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (5) Commitments and Contingencies The Company has certain operating leases and other commitments for satellite capacity, inventory, equipment, facilities, software and technology. The following reflects future minimum payments under operating leases and other commitments that have initial or remaining non-cancelable terms at December 31, 2024: Years ending December 31, Commitments (a) 2025 $ 26,997 2026 18,314 2027 456 2028 360 2029 124 Total minimum payments $ 46,251 (a) Includes the future minimum lease payments for the Company’s operating leases as described in Note 13. Total rent expense incurred under facility operating leases for the years ended December 31, 2024 and 2023 amounted to $ 627 and $ 730 , respectively. Total expense incurred under satellite capacity and equipment operating leases and other commitments for the years ended December 31, 2024 and 2023 amounted to $ 34,727 and $ 41,946 , respectively, which also includes payments for usage charges in excess of the minimum contractual requirements. In the normal course of business, the Company enters into unconditional purchase order obligations with its suppliers for inventory and other operational purchases. Outstanding and unconditional purchase order obligations were $ 2,270 as of December 31, 2024, all of which the Company expects to fulfill in 2025. The Company has determined that $ 919 of these obligations relate to excess purchase orders and the Company has recorded a purchase obligation accrual which had been charged to costs of product sales, net as of December 31, 2023. As of December 31, 2024, the Company had certain satellite service capacity obligations that were not considered operating or financing leases under ASC 842. The Company did not have any other off-balance sheet arrangements, guarantees, or standby repurchase obligations as of December 31, 2024. 58 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (6) Stockholders’ Equity The Company recognizes stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation-Stock Compensation . Stock-based compensation expense was $ 2,019 and $ 2,044 , excluding $ 7 and $ 34 of compensation charges related to our Amended and Restated 1996 Employee Stock Purchase Plan, or the ESPP, for the years ended December 31, 2024 and 2023, respectively. The Company is authorized to grant stock options, restricted stock awards and other stock-based awards under its Amended and Restated 2016 Equity and Incentive Plan (the 2016 Plan) with respect to up to 6,080 shares of common stock (excluding rollover shares), an increase of 1,280 shares reserved for issuance under the previous 2016 Plan as approved by our shareholders on June 8, 2022. Options have generally been granted with an exercise price equal to the fair market value of the common stock on the date of grant and have generally provided for vesting in equal annual amounts over four years beginning on the first anniversary of the date of the grant. No options are exercisable for periods of more than five years after date of grant. Under the 2016 Plan, each share issued under awards other than options and stock appreciation rights will reduce the number of shares reserved for issuance by two shares. Shares issued under options or stock appreciation rights will reduce the shares reserved for issuance on a share-for-share basis. The Company accounts for forfeitures as they occur. The 2016 Plan and earlier equity compensation plans, pursuant to which an aggregate of 15,495 shares of the Company’s common stock were reserved for issuance, were all approved by the Company’s shareholders. As of December 31, 2024, 1,453 shares were available for future grants. The Compensation Committee of the Board of Directors administers the equity compensation plans, approves the individuals to whom awards will be granted and determines the number of shares and other terms of each award. Outstanding options under the Company’s equity compensation plans at December 31, 2024 expire from August 2025 through February 2029. None of the Company’s outstanding options includes performance-based or market-based vesting conditions as of December 31, 2024. (a) Employee Stock Options The Company has estimated the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model. The expected volatility assumption is based on the historical daily price data of the Company’s common stock over a period equivalent to the weighted average expected life of the Company’s options. The expected term of options granted is derived using assumed exercise rates based on historical exercise patterns and represents the period of time the options granted are expected to be outstanding. The risk-free interest rate is based on the actual U.S. Treasury zero-coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend yield of zero is based upon the fact that the Company has not historically declared or paid cash dividends, and does not expect to declare or pay dividends in the foreseeable future. The per share weighted-average fair values of stock options granted during 2024 and 2023 were $ 2.23 and $ 4.06 , respectively. The weighted-average assumptions used to value options as of their grant date were as follows: Year Ended December 31, 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 % 59 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) The changes in outstanding stock options for the years ended December 31, 2024 and 2023 are as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2023 1,230 $ 9.57 Granted 266 $ 5.03 Exercised — $ — Expired, canceled or forfeited ( 542 ) $ 9.62 Outstanding at December 31, 2024 954 $ 8.27 2.56 $ — Exercisable at December 31, 2024 410 $ 9.33 1.53 $ — Options vested or expected to vest at December 31, 2024 954 $ 8.27 2.56 $ — Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 1,751 $ 9.77 Granted 317 $ 9.81 Exercised ( 274 ) $ 9.07 Expired, canceled or forfeited ( 564 ) $ 10.58 Outstanding at December 31, 2023 1,230 $ 9.57 2.67 $ — Exercisable at December 31, 2023 510 $ 9.56 1.63 $ — Options vested or expected to vest at December 31, 2023 1,230 $ 9.57 2.67 $ — No options were exercised during 2024. The total aggregate intrinsic value of options exercised in 2023 was $ 542 . As of December 31, 2024, there was $ 1,174 of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.34 years. In 2024 and 2023, the Company recorded compensation charges of $ 710 and $ 774 , respectively, related to stock options. Compensation costs for options subject only to service conditions that vest ratably are recognized on a straight-line basis over the requisite service period for the entire award. During 2024 and 2023, cash received under stock option plans for exercises was $ 0 and $ 2,480 , respectively. (b) Restricted Stock The Company granted 207 and 217 restricted stock awards to employees under the terms of the 2016 Plan for the years ended December 31, 2024 and 2023, respectively. The restricted stock awards have generally provided for vesting annually over four years from the date of grant subject to the recipient remaining an employee through the applicable vesting dates. Compensation expense for restricted stock awards is measured at fair value on the date of grant based on the number of shares granted and the quoted market closing price of the Company’s common stock. Such value is recognized as expense over the vesting period of the award, net of forfeitures. The weighted-average grant-date fair value of restricted stock granted during 2024 and 2023 was $ 4.82 and $ 9.49 per share, respectively. 60 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) As of December 31, 2024, there was $ 1,609 of total unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted-average period of 2.04 years. Compensation costs for awards subject only to service conditions that vest ratably are recognized on a straight-line basis over the requisite service period for the entire award. Compensation cost for awards initially subject to certain performance conditions are recognized on a ratable basis over the requisite service period for the entire award. In 2024 and 2023, the Company recorded compensation charges of $ 1,310 and $ 1,270 , respectively, related to restricted stock awards. Restricted stock activity under the 2016 Plan for 2024 and 2023 are as follows: Number of Shares Weighted- average grant date fair value Outstanding at December 31, 2023, unvested 355 $ 9.34 Granted 207 4.82 Vested ( 181 ) 8.71 Forfeited ( 61 ) 8.53 Outstanding at December 31, 2024, unvested 320 $ 6.92 Number of Shares Weighted- average grant date fair value Outstanding at December 31, 2022, unvested 326 $ 9.30 Granted 217 9.49 Vested ( 116 ) 9.21 Forfeited ( 72 ) 9.80 Outstanding at December 31, 2023, unvested 355 $ 9.34 (c) Common Stock Repurchase During 2024, no shares of common stock were repurchased . During 2023, the Company’s Board of Directors authorized the repurchase of a portion of executive common stock. The company repurchased 23 shares of common stock held by executives at the Company to satisfy minimum tax withholding obligations in lieu of cash payment. (d) Employee Stock Purchase Plan Under the Company’s ESPP, an aggregate of 1,650 shares of common stock have been reserved for issuance, of which 735 shares remain available as of December 31, 2024. The ESPP covers all of the Company’s employees. Under the terms of the ESPP, eligible employees can elect to have up to six percent of their pre-tax compensation withheld to purchase shares of the Company’s common stock on a semi-annual basis at 85 % of the market price on the first or last day of each purchase period, whichever is lower. During 2024 and 2023, shares issued under this plan were 27 and 17 shares, respectively. The Company utilizes the Black-Scholes option-pricing model to calculate the fair value of these discounted purchases. The fair value of the 15 % discount is recognized as compensation expense over the purchase period. The Company applies a graded vesting approach because the ESPP provides for multiple purchase periods and is, in substance, a series of linked awards. In 2024 and 2023, the Company recorded compensation charges of $ 7 and $ 34 , respectively, related to the ESPP. During 2024 and 2023, cash received under the ESPP was $ 110 and $ 124 , respectively. 61 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (e) Stock-Based Compensation Expense The following presents stock-based compensation expense, including expense for the ESPP, in the Company’s consolidated statements of operations for the years ended December 31, 2024 and 2023. 2024 2023 Cost of service sales $ 29 $ 21 Cost of product sales 23 34 Research and development 378 567 Sales, marketing and support 293 222 General and administrative 1,304 1,234 $ 2,027 $ 2,078 (f) Accumulated Other Comprehensive Loss (AOCL) Comprehensive loss includes net loss and unrealized gains and losses from foreign currency translation. The components of the Company’s comprehensive loss and the effect on earnings for the periods presented are detailed in the accompanying consolidated statements of comprehensive loss. Foreign Currency Translation Unrealized (Loss) Income on Available for Sale Marketable Securities Total Accumulated Other Comprehensive Loss Balance, December 31, 2022 $ ( 4,098 ) $ ( 12 ) $ ( 4,110 ) Other comprehensive (loss) income ( 87 ) 12 ( 75 ) Net other comprehensive (loss) income ( 87 ) 12 ( 75 ) Balance, December 31, 2023 ( 4,185 ) — ( 4,185 ) Other comprehensive income 153 — 153 Net other comprehensive income 153 — 153 Balance, December 31, 2024 $ ( 4,032 ) $ — $ ( 4,032 ) 62 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (7) Income Taxes Income tax expense for the years ended December 31, 2024 and 2023 attributable to loss from operations is presented below. Current Deferred Total Year ended December 31, 2024 Federal $ 23 $ — $ 23 State 7 — 7 Foreign 274 117 391 $ 304 $ 117 $ 421 Year ended December 31, 2023 Federal $ ( 8 ) $ — $ ( 8 ) State 12 — 12 Foreign 356 ( 42 ) 314 $ 360 $ ( 42 ) $ 318 Actual income tax expense differs from the “expected” income tax expense computed by applying the United States Federal statutory income tax rate of 21% for both 2024 and 2023 to loss before income tax expense, as follows: Year Ended December 31, 2024 2023 Income tax benefit at Federal statutory income tax rate $ ( 2,232 ) $ ( 3,172 ) Increase (decrease) in income taxes resulting from: State income tax (expense) benefit, net of federal benefit ( 48 ) 971 State research and development, investment credits 423 291 Non-deductible meals & entertainment 31 13 Non-deductible stock compensation expense 479 644 Non-deductible compensation under 162(m) — 49 Foreign exchange loss 110 — Foreign tax rate differential 102 106 Federal research and development credits — 110 Uncertain tax positions 51 55 Provision to tax return adjustments ( 15 ) 104 Change in valuation allowance 1,344 3 Goodwill impairment — 1,157 Non-deductible foreign transaction taxes 110 — Other 66 ( 13 ) Income tax expense $ 421 $ 318 63 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) Loss before income tax expense determined by tax jurisdiction, are as follows: Year Ended December 31, 2024 2023 United States $ ( 10,392 ) $ ( 9,777 ) Foreign ( 235 ) ( 5,327 ) Total $ ( 10,627 ) $ ( 15,104 ) Deferred tax assets and liabilities for the periods presented consisted of the following: December 31, 2024 2023 Deferred tax assets: Accounts receivable, due to allowance for doubtful accounts $ 112 $ 185 Inventories 2,188 1,633 Operating loss carryforwards 5,772 5,179 Stock-based compensation expense 436 666 Property and equipment, due to difference in depreciation 74 68 Research and development tax credit carryforwards 5,852 5,852 Foreign tax credit carryforwards 2,345 2,345 State tax credit carryforwards 2,962 3,378 Capitalized research and development 5,570 5,354 Warranty reserve 130 177 Accrued expenses 333 640 Lease liability 244 215 Gross deferred tax assets 26,018 25,692 Less valuation allowance ( 23,179 ) ( 21,835 ) Total deferred tax assets 2,839 3,857 Deferred tax liabilities: Property and equipment, due to differences in depreciation ( 2,430 ) ( 3,386 ) Right of use asset ( 267 ) ( 216 ) Total deferred tax liabilities ( 2,697 ) ( 3,602 ) Net deferred tax asset $ 142 $ 255 Deferred income tax asset $ 157 $ 256 Deferred income tax liability $ ( 15 ) $ ( 1 ) As of December 31, 2024 the Company has federal and state tax loss carryforwards of approximately $ 25,952 and $ 3,574 , respectively. The federal loss carryforward has no expiration date. The state losses expire through the year 2044. As of December 31, 2024, the Company had federal research and development tax credit carryforwards in the amount of $ 5,843 and other general business credits of $ 9 that expire in years 2029 through 2042. As of December 31, 2024, the Company had foreign tax credit carryforwards in the amount of $ 2,345 that expire in years 2026 through 2027. As of December 31, 2024, the Company had state research and development tax credit carryforwards in the amount of $ 3,641 that expire in years 2025 through 2031. The Company also had other state tax credit carryforwards of $ 109 available to reduce future state tax expense that expire in years 2024 through 2031. The Company’s ability to utilize these net operating loss carryforwards and tax credit carryforwards may be limited in the future if the Company experiences an ownership change pursuant to Internal Revenue Code Section 382. An ownership change occurs when the ownership percentages of 5% or greater stockholders change by more than 50% over a three-year period. 64 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) In assessing the realizability of its net deferred tax assets, the Company considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2024, the valuation increased by $ 1,343 . The change was primarily the result of the current year loss and an increase in the inventory valuation reserve. As part of the Company’s analysis, the Company evaluated, among other factors, its recent history of generating tax losses and its near-term forecasts of future taxable income or losses. As of December 31, 2024, unremitted foreign earnings, which were not significant, have been retained by the Company’s foreign subsidiaries for indefinite reinvestment. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company could be subject to state tax and withholding taxes payable to various foreign countries. The Company establishes reserves for uncertain tax positions based on management’s assessment of exposure associated with tax deductions, permanent tax differences, and tax credits. The tax reserves are analyzed periodically and adjustments are made as events occur that warrant adjustment to the reserve. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. The aggregate changes in the total gross amount of unrecognized tax benefits, excluding penalties and interest, are as follows: Year Ended December 31, 2024 2023 Unrecognized tax benefits as of January 1 $ 1,044 $ 1,482 Gross decrease in unrecognized tax benefits - prior year tax positions — ( 418 ) Gross decrease in unrecognized tax benefits due to currency fluctuations - prior year tax positions ( 159 ) — Lapse of statute of limitations ( 14 ) ( 20 ) Unrecognized tax benefits as of December 31 $ 871 $ 1,044 All unrecognized tax benefits as of December 31, 2024 and 2023, if recognized, would result in a reduction of the Company's effective tax rate. The Company recorded interest and penalties of $ 80 and $ 74 in its consolidated statement of operations for the years ended December 31, 2024 and 2023, respectively. Total accrued interest and penalties related to tax positions taken on our tax returns and included in non-current income taxes payable was approximately $ 431 and $ 366 as of December 31, 2024 and 2023, respectively. The timing of any resolution of income tax examinations is highly uncertain, as are the amounts and timing of any settlement payment. These events could cause fluctuations in the balance sheet classification of current and non-current assets and liabilities. The Company estimates that it is reasonably possible that the balance of unrecognized tax benefits as of December 31, 2024 may decrease approximately $ 15 in the next twelve months as a result of a lapse of statutes of limitation 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 2021, 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. 65 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (8) Intangible Assets Intangible assets arose from the purchase of distribution rights from Kognitive Networks Inc. in October 2023 and the purchase of KVH Industries Norway AS in September 2010. The assets that are related to the distribution rights from 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 as of December 31, 2024. 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 December 31, 2024 and 2023, respectively: Gross Carrying Amount Accumulated Amortization Net Carrying Value December 31, 2024 Subscriber relationships $ 51 $ 13 $ 38 Distribution rights 1,250 460 790 Intellectual property 2,284 2,284 — $ 3,585 $ 2,757 $ 828 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 $ 407 and $ 234 for years ended December 31, 2024 and 2023, respectively, and was categorized as general and administrative expense. As of December 31, 2024, the total weighted average remaining useful lives of the definite-lived intangible assets was 2.0 years. Estimated future amortization expense for intangible assets recorded by the Company at December 31, 2024 is as follows: Years ending December 31, Amortization Expense 2025 $ 414 2026 414 Total amortization expense $ 828 66 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) The changes in the carrying amount of intangible assets during the year ended December 31, 2024 is as follows: 2024 Balance at December 31, 2023 $ 1,194 Amortization expense ( 407 ) Intangible assets acquired in asset acquisition 40 Impairment — Foreign currency translation adjustment 1 Balance at December 31, 2024 $ 828 (9) 401(k) Plan The Company has a 401(k) Plan (the Plan) for all eligible employees. Participants may defer a portion of their pre-tax or post-tax earnings subject to limits determined by the Internal Revenue Service. Participants age 50 or older may be eligible to make additional contributions. The Company matches contributions by the Plan participants up to 6 %. The Company’s contributions vest over a five-year period from the date of hire. The Company matching contributions were $ 351 and $ 459 for the years ended December 31, 2024 and 2023, respectively. In addition, the Company may make additional contributions to the Plan at the discretion of the Compensation Committee of the Board of Directors. There were no discretionary contributions in 2024 and 2023. (10) 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. Disaggregation of Revenue The following table summarizes net sales from contracts with customers for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Service - over time 96,446 114,622 Product - point in time 17,382 17,757 Total net sales $ 113,828 $ 132,379 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. Service sales of airtime service accounted for approximately 79 % and 81 % of the Company's consolidated net sales for 2024 and 2023, respectively. The balance of service sales are comprised of distribution of commercially licensed entertainment and news, product repairs, and extended warranty sales. Product sales accounted for 15 % and 13 % of the Company’s consolidated net sales for 2024 and 2023, respectively. No other single product class accounts for 10% or more of consolidated net sales. 67 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) 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 73 % and 68 % of the Company’s consolidated net sales for 2024 and 2023, respectively. Sales to Singapore customers represented 21 % and 19 % of the Company’s consolidated net sales for 2024 and 2023, respectively. No other individual foreign country represented 10% or more of the Company’s consolidated net sales for 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. One customer accounted for 10% or more of consolidated net sales for the year ended December 31, 2024. No single customer accounted for 10% or more of consolidated net sales for the year ended December 31, 2023. One customer accounted for approximately 19 % and 23 % of accounts receivable at December 31, 2024 and 2023, respectively. One customer accounted for 45 % and 62 % of long-term accounts receivable included in other non-current assets on the consolidated balance sheets related to sales-type leases at December 31, 2024 and 2023, respectively. 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. (11) 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. The following table presents financial assets and liabilities at December 31, 2024 and 2023 for which the Company measures fair value on a recurring basis, by level, within the fair value hierarchy: 68 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) December 31, 2024 Total Level 1 Level 2 Level 3 Valuation Technique Assets Money market mutual funds $ — $ — $ — $ — (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 goodwill, 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. During 2024, the Company recorded an impairment charge of $ 1,137 to long-lived assets. See Note 4 for additional details. During 2023, the Company recorded an impairment charge of $ 5,990 to goodwill and long-lived assets. The Company does not have any liabilities that are recorded at fair value on a nonrecurring basis. (12) 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. 69 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (13) Leases Lessee The Company has operating leases for office facilities, equipment, and satellite service capacity and related equipment. Lease expense was $ 1,297 and $ 1,702 for the years ended December 31, 2024 and 2023, respectively. Short-term operating lease costs were $ 95 and $ 130 for the years ended December 31, 2024 and 2023, respectively. Maturities of lease liabilities as of December 31, 2024 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows: Years ending December 31, 2025 $ 709 2026 267 2027 194 2028 and thereafter 149 Total undiscounted lease payments $ 1,319 Less amount representing interest $ ( 90 ) Present value of operating lease liabilities $ 1,229 Less current installments of obligation under current-operating lease liabilities $ 660 Obligations under long-term operating lease liabilities, excluding current installments $ 569 Weighted-average remaining lease term - operating leases (years) 2.35 Weighted-average discount rate - operating leases 5.50 % Lessor The Company enters into leases with certain customers primarily for the TracPhone and TracNet 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 $ 3,021 as of December 31, 2024 and the non-current portion of the net investment in these leases was $ 3,145 as of December 31, 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 $ 463 and $ 644 during the years ended December 31, 2024 and 2023, respectively. 70 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) The future undiscounted cash flows from these leases as of December 31, 2024 are: 2025 $ 3,344 2026 1,893 2027 1,050 2028 368 2029 80 Total undiscounted cash flows $ 6,735 Present value of lease payments $ 6,166 Difference between undiscounted cash flows and discounted cash flows $ 569 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 December 31, 2024, the gross costs and accumulated depreciation associated with these operating leases are included in revenue generating assets and amounted to $ 1,773 and $ 1,263 , respectively. They are depreciated on a straight-line basis over a five-year estimated useful life. Depreciation expense for these assets was $ 371 and $ 376 for the years ended December 31, 2024 and 2023, respectively. Lease revenue recognized was $ 341 and $ 553 for the years ended December 31, 2024 and 2023, respectively, in service sales in the statements of operations. As of December 31, 2024, minimum future lease payments to be received on the operating leases are as follows: 2025 25 Total $ 25 (14) 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, Rhode Island 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, refurbishment service, warehousing, shipping and receiving activities at the Middletown, Rhode Island 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. In 2024, the Company incurred aggregate severance charges of approximately $ 3.9 million, consisting of approximately $ 3.6 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 71 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) equity compensation awards. For the aggregate severance charges of approximately $ 3.9 million, the Company recorded in its consolidated statement of operations $ 0.9 million in cost of product sales, $ 1.4 million in research and development, $ 0.7 million in sales, marketing and support, and $ 0.8 million in general and administrative. 72 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (15) Segment Information The Company manages its operations as a single operating segment for the purpose of assessing performance and making operating decisions, resulting in a single reportable segment. The Company has determined that its CODM is its Chief Executive Officer. The CODM reviews the Company’s financial information on a consolidated basis for the purpose of allocating resources and assessing financial performance. The key measure of segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s consolidated net income (loss). This is reviewed against budgeted expectations to assess segment performance and allocate resources. The Company’s segment net income for 2024 and 2023 consisted of the following: 73 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) Year Ended December 31, 2024 2023 Sales: Service $ 96,446 $ 114,622 Product 17,382 17,757 Net Sales 113,828 132,379 Cost of service sales VSAT airtime 52,980 63,274 LEO airtime 4,883 75 Other (1) 2,139 2,013 60,002 65,362 Cost of product sales VSAT 2,565 3,441 LEO 6,120 1,668 TracVision & land mobile 3,301 4,948 Other (2) 6,621 19,092 18,607 29,149 Research and development Personnel costs 7,109 7,319 Professional fees 191 310 Other (3) 1,139 1,770 8,439 9,399 Sales, marketing and support Personnel costs 14,400 13,541 Professional fees 852 741 Other (4) 5,761 6,643 21,013 20,925 General and administrative Personnel costs 9,448 9,246 Professional fees 2,475 3,494 Other (5) 4,590 6,159 16,513 18,899 Goodwill impairment charge — 5,333 Long-lived asset impairment charge 1,137 657 Other segment items (6) ( 835 ) ( 1,923 ) Net loss $ ( 11,048 ) $ ( 15,422 ) (1) Includes costs related to Inmarsat, service activations, content service, CommBox Edge and other miscellaneous (2) Includes costs related to obsolete inventory write-off, excess purchase order obligations and other miscellaneous (3) Includes facilities and other less significant expenses 74 Table of Contents KVH INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) December 31, 2024 and 2023 (in thousands, except per share amounts) (4) Includes marketing expenses, external commissions, travel and entertainment, facilities expense, warranty expense and other less significant expenses (5) Includes the discontinuation of a construction-in-progress project, TSA reimbursements, financing fees, facilities expense, computer expenses, depreciation and amortization and other less significant expenses (6) Other segment items includes interest income (expense), net; other expense, net; and income tax expense line items on the face of the income statement Regarding the Company's long-lived assets of $ 28,375 , $ 4,516 of these assets are located inside of the United States, while the remaining $ 23,859 are located outside of the United States. Regarding the assets located outside of the United States, $ 7,643 are located in Singapore. The geographic location of the Company's AgilePlans revenue-generating assets has been determined based upon the customer shipping address. 75