What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 175 added, 143 removed, 512 unchanged (38% of the section changed)

4 unchanged sentences

(in thousands, except share and per share amounts)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

ASSETS (unaudited)

1 unchanged sentence

Cash and cash equivalents $ 72,804 $ 50,572

Accounts receivable, net of allowance for credit losses of $ 987 and $ 1,006 as of June 30, 2025 and December 31, 2024, respectively

Accounts receivable, net of allowance for credit losses of $ 833 and $ 1,006 as of September 30, 2025 and December 31, 2024, respectively

24,302 21,624

31 unchanged sentences

Authorized 30,000,000 shares;

21,223,892 and 21,240,525 shares issued at June 30, 2025 and December 31, 2024, respectively;

and 19,525,435 and 19,784,416 shares outstanding at June 30, 2025 and December 31, 2024, respectively

21,293,839 and 21,240,525 shares issued at September 30, 2025 and December 31, 2024, respectively;

and 19,573,517 and 19,784,416 shares outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 168,470 167,287

2 unchanged sentences

144,509 150,715

treasury stock at cost, common stock, 1,698,457 and 1,456,109 shares as of June 30, 2025 and December 31, 2024, respectively.

treasury stock at cost, common stock, 1,720,322 and 1,456,109 shares as of September 30, 2025 and December 31, 2024, respectively.

( 13,462 ) ( 12,090 )

6 unchanged sentences

(in thousands, except earnings per share amounts, unaudited)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

8 unchanged sentences

General and administrative 3,691 3,789 10,806 13,214

Long-lived assets impairment charge — 1,137 — 1,137

Total costs and expenses 36,084 30,962 90,734 95,589

1 unchanged sentence

Interest income 681 629 1,827 2,416

Interest expense — 2 — 2

Other income (expense), net 32 216 849 ( 348 )

Income (loss) before income tax expense (benefit) 1,035 ( 2,379 ) ( 650 ) ( 5,464 )

Income tax expense (benefit) 105 ( 3 ) 130 75

Net income (loss) $ 930 $ ( 2,376 ) $ ( 780 ) $ ( 5,539 )

Net income (loss) per common share

Loss before income tax expense ( 6,918 ) ( 1,148 ) ( 7,568 ) ( 6,612 )

Income tax expense 16 51 146 126

Net loss $ ( 6,934 ) $ ( 1,199 ) $ ( 7,714 ) $ ( 6,738 )

Net loss per common share

Basic $ ( 0.36 ) $ ( 0.06 ) $ ( 0.40 ) $ ( 0.35 )

6 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, unaudited)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Net income (loss) $ 930 $ ( 2,376 ) $ ( 780 ) $ ( 5,539 )

Other comprehensive income (loss), net of tax:

Net loss $ ( 6,934 ) $ ( 1,199 ) $ ( 7,714 ) $ ( 6,738 )

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment ( 676 ) 134 324 328

Other comprehensive income (loss), net of tax (1)

Other comprehensive (loss) income, net of tax (1)

( 676 ) 134 324 328

Total comprehensive income (loss) $ 1,208 $ ( 2,411 ) $ 220 $ ( 5,345 )

Total comprehensive loss $ ( 7,610 ) $ ( 1,065 ) $ ( 7,390 ) $ ( 6,410 )

(1) Tax impact was nominal for all periods.

9 unchanged sentences

Shares Amount Shares Amount

Balance at March 31, 2025 21,220 $ 212 $ 167,624 $ ( 14,462 ) $ ( 3,310 ) ( 1,487 ) $ ( 12,253 ) $ 137,811

Net income — — — 930 — — — 930

Other comprehensive income — — — — 278 — — 278

Balance at June 30, 2025 21,224 $ 212 $ 168,082 $ ( 13,532 ) $ ( 3,032 ) ( 1,698 ) $ ( 13,346 ) $ 138,384

Net loss — — — ( 6,934 ) — — — ( 6,934 )

Other comprehensive loss — — — — ( 676 ) — — ( 676 )

Stock-based compensation — — 366 — — — — 366

Issuance of common stock under employee stock purchase plan 4 — 17 — — — — 17

Acquisition of treasury stock — — — — — ( 22 ) ( 116 ) ( 116 )

Exercise of stock options and issuance of restricted stock awards, net of forfeitures 66 1 5 — — — — 6

Balance at June 30, 2025 21,224 $ 212 $ 168,082 $ ( 13,532 ) $ ( 3,032 ) ( 1,698 ) $ ( 13,346 ) $ 138,384

Balance at September 30, 2025 21,294 $ 213 $ 168,470 $ ( 20,466 ) $ ( 3,708 ) ( 1,720 ) $ ( 13,462 ) $ 131,047

Common Stock Additional

7 unchanged sentences

Stock-based compensation — — 1,137 — — — — 1,137

Issuance of common stock under employee stock purchase plan 4 — 17 — — — — 17

Acquisition of treasury stock — — — — — ( 264 ) ( 1,372 ) ( 1,372 )

Exercise of stock options and issuance of restricted stock awards, net of forfeitures 49 1 29 — — — — 30

Balance at June 30, 2025 21,224 $ 212 $ 168,082 $ ( 13,532 ) $ ( 3,032 ) ( 1,698 ) $ ( 13,346 ) $ 138,384

Balance at September 30, 2025 21,294 $ 213 $ 168,470 $ ( 20,466 ) $ ( 3,708 ) ( 1,720 ) $ ( 13,462 ) $ 131,047

Common Stock Additional

3 unchanged sentences

Shares Amount Shares Amount

Balance at March 31, 2024 21,205 $ 212 $ 165,768 $ ( 4,867 ) $ ( 3,956 ) ( 1,456 ) $ ( 12,090 ) $ 145,067

Balance at June 30, 2024 21,170 $ 212 $ 166,490 $ ( 7,243 ) $ ( 3,991 ) ( 1,456 ) $ ( 12,090 ) $ 143,378

Net loss — — — ( 1,199 ) — — — ( 1,199 )

2 unchanged sentences

Exercise of stock options and issuance of restricted stock awards, net of forfeitures 85 1 ( 1 ) — — — — —

Balance at June 30, 2024 21,170 $ 212 $ 166,490 $ ( 7,243 ) $ ( 3,991 ) ( 1,456 ) $ ( 12,090 ) $ 143,378

Balance at September 30, 2024 21,255 $ 213 $ 166,874 $ ( 8,442 ) $ ( 3,857 ) ( 1,456 ) $ ( 12,090 ) $ 142,698

Common Stock Additional

9 unchanged sentences

Exercise of stock options and issuance of restricted stock awards, net of forfeitures 164 2 10 — — — — 12

Balance at June 30, 2024 21,170 $ 212 $ 166,490 $ ( 7,243 ) $ ( 3,991 ) ( 1,456 ) $ ( 12,090 ) $ 143,378

Balance at September 30, 2024 21,255 $ 213 $ 166,874 $ ( 8,442 ) $ ( 3,857 ) ( 1,456 ) $ ( 12,090 ) $ 142,698

See accompanying Notes to Unaudited Consolidated Financial Statements.

3 unchanged sentences

(in thousands, unaudited)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization 8,126 10,250

Impairment charge to goodwill and long-lived assets — 1,137

Deferred income taxes 4 36

1 unchanged sentence

Gain on sale of fixed assets located at 50 Enterprise Center Middletown, Rhode Island

Loss on sale of fixed assets located at 75 Enterprise Center Middletown, Rhode Island

Compensation expense related to stock-based awards and employee stock purchase plan

14 unchanged sentences

Proceeds from the sale of fixed assets located at 50 Enterprise Center Middletown, Rhode Island 4,926 —

Proceeds from the sale of fixed assets located at 75 Enterprise Center Middletown, Rhode Island 7,838 —

Purchases of marketable securities — ( 1,892 )

6 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 84 72

Net increase (decrease) in cash and cash equivalents 5,359 ( 937 )

Net increase in cash and cash equivalents 22,232 3,102

Cash and cash equivalents at beginning of period 50,572 11,294

11 unchanged sentences

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 Voice over Internet Protocol (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 terminals for the Starlink Low Earth Orbit (LEO) service 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.

In October 2024, we expanded our portfolio to include Starlink Local Priority data plans, which is primarily for stationary and in-motion commercial use on land.

KVH further expanded its LEO service and hardware portfolio in January 2025 with the launch of OneWeb service for maritime applications.

In addition, KVH provides, for monthly fixed and per-usage fees, satellite connectivity encompassing broadband Internet and Voice over Internet Protocol (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 and the subsequent introduction of the TracNet Coastal cellular/Wi-Fi terminal.

KVH provides this combination of services and products in more than 130 countries.

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.

AgilePlans, KVH’s connectivity as a service offering, is a monthly subscription model that provides global connectivity to commercial maritime customers.

28 unchanged sentences

These consolidated interim financial statements do not include all disclosures associated with annual financial statements and accordingly should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2024 filed on March 10, 2025 with the Securities and Exchange Commission.

The results for the three and six months ended June 30, 2025 are not necessarily indicative of operating results for the remainder of the year.

The results for the three and nine months ended September 30, 2025 are not necessarily indicative of operating results for the remainder of the year.

Significant Estimates and Assumptions and Other Significant Non-Recurring Transactions

17 unchanged sentences

Foreign currency exchange gains and losses are recognized within “other expense, net” in the accompanying consolidated statements of operations.

The Company recorded net foreign currency exchange losses, which are comprised of both realized and unrealized foreign currency exchange gains and losses, in its accompanying consolidated statements of operations of $( 101 ) and $( 248 ) for the three months ended June 30, 2025 and 2024, respectively, and $( 132 ) and $( 269 ) for the six months ended June 30, 2025 and 2024, respectively.

The Company recorded net foreign currency exchange losses, which are comprised of both realized and unrealized foreign currency exchange gains and losses, in its accompanying consolidated statements of operations of $( 9 ) and $( 48 ) for the three months ended September 30, 2025 and 2024, respectively, and $( 141 ) and $( 317 ) for the nine months ended September 30, 2025 and 2024, respectively.

The financial statements of the Company’s foreign subsidiaries located in the United Kingdom, Norway, India and Japan use the foreign subsidiaries’ respective local currencies as the functional currency.

23 unchanged sentences

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.

Interest income from marketable securities was $ 0 and $ 706 during the three months ended June 30, 2025 and 2024, respectively, and $ 0 and $ 1,426 during the six months ended June 30, 2025 and 2024, respectively.

We held no marketable securities as of June 30, 2025 and December 31, 2024.

Interest income from marketable securities was $ 0 and $ 466 during the three months ended September 30, 2025 and 2024, respectively, and $ 0 and $ 1,892 during the nine months ended September 30, 2025 and 2024, respectively.

We held no marketable securities as of September 30, 2025 and December 31, 2024.

(5) Stockholder's Equity

1 unchanged sentence

The Company recognizes stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation-Stock Compensation .

Stock-based compensation expense was $ 432 and $ 721 , excluding $ 2 and $ 1 of compensation expense related to our Amended and Restated 1996 Employee Stock Purchase Plan, or the ESPP, for the three months ended June 30, 2025 and 2024, respectively, and $ 767 and $ 1,238 , excluding $ 4 and $ 6 of compensation expense related to ESPP, for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, there was $ 1,808 of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 3.12 years.

As of June 30, 2025, there was $ 935 of total unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted-average period of 2.06 years.

Stock-based compensation expense was $ 367 and $ 384 , excluding $( 1 ) and $ 1 of compensation expense related to our Amended and Restated 1996 Employee Stock Purchase Plan, or the ESPP, for the three months ended September 30, 2025 and 2024, respectively, and $ 1,134 and $ 1,622 , excluding $ 3 and $ 7 of compensation expense related to ESPP, for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, there was $ 1,708 of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.87 years.

As of September 30, 2025, there was $ 1,117 of total unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted-average period of 1.52 years.

Stock Options

During the three months ended June 30, 2025, 6 shares of common stock were issued upon the exercise of stock options.

During the three months ended September 30, 2025, no shares of common stock were issued upon the exercise of stock options.

No shares were surrendered to the Company to satisfy minimum tax withholding obligations.

Additionally, during the three months ended June 30, 2025, 50 stock options were granted and 64 stock options expired, were canceled or were forfeited.

During the three months ended June 30, 2024, no shares of common stock were issued upon the exercise of stock options.

Additionally, during the three months ended September 30, 2025, no stock options were granted and 132 stock options expired, were canceled or were forfeited.

During the three months ended September 30, 2024, no shares of common stock were issued upon the exercise of stock options.

No shares were surrendered to the Company to satisfy minimum tax withholding obligations.

Additionally, during the three months ended June 30, 2024, no stock options were granted and 257 stock options expired, were canceled or were forfeited.

During the six months ended June 30, 2025, 6 shares of common stock were issued upon the exercise of stock options.

Additionally, during the three months ended September 30, 2024, no stock options were granted and 230 stock options expired, were canceled or were forfeited.

During the nine months ended September 30, 2025, 6 shares of common stock were issued upon the exercise of stock options.

No shares were surrendered to the Company to satisfy minimum tax withholding obligations.

Additionally, during the six months ended June 30, 2025, 575 stock options were granted and 127 stock options expired, were canceled or were forfeited.

During the six months ended June 30, 2024, no shares of common stock were issued upon the exercise of stock options.

Additionally, during the nine months ended September 30, 2025, 575 stock options were granted and 259 stock options expired, were canceled or were forfeited.

During the nine months ended September 30, 2024, no shares of common stock were issued upon the exercise of stock options.

No shares were surrendered to the Company to satisfy minimum tax withholding obligations.

Additionally, during the six months ended June 30, 2024, 266 stock options were granted and 271 stock options expired, were canceled or were forfeited.

Additionally, during the nine months ended September 30, 2024, 266 stock options were granted and 501 stock options expired, were canceled or were forfeited.

The Company has historically estimated the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model.

The weighted average assumptions utilized to determine the fair value of options granted during the six months ended June 30, 2025 and 2024 are as follows:

Six Months Ended June 30,

The weighted average assumptions utilized to determine the fair value of options granted during the nine months ended September 30, 2025 and 2024 are as follows:

Nine Months Ended September 30,

Risk-free interest rate 3.93 % 4.36 %

2 unchanged sentences

Dividend yield 0 % 0 %

As of June 30, 2025, there were 1,397 options outstanding with a weighted average exercise price of $ 7.19 per share and 510 options exercisable with a weighted average exercise price of $ 8.96 per share.

As of June 30, 2024, there were 1,225 options outstanding with a weighted average exercise price of $ 8.64 per share and 599 options exercisable with a weighted average exercise price of $ 9.84 per share.

As of September 30, 2025, there were 1,264 options outstanding with a weighted average exercise price of $ 7.09 per share and 380 options exercisable with a weighted average exercise price of $ 9.22 per share.

As of September 30, 2024, there were 995 options outstanding with a weighted average exercise price of $ 8.23 per share and 410 options exercisable with a weighted average exercise price of $ 9.32 per share.

Restricted Stock

During the three months ended June 30, 2025, no shares of restricted stock were granted and 1 shares of restricted stock were forfeited.

Additionally, during the three months ended June 30, 2025, 63 shares of restricted stock vested.

During the three months ended June 30, 2024, no shares of restricted stock were granted and 35 share of restricted stock were forfeited.

Additionally, during the three months ended June 30, 2024, 76 shares of restricted stock vested.

During the six months ended June 30, 2025, no shares of restricted stock were granted and 22 shares of restricted stock were forfeited.

Additionally, during the six months ended June 30, 2025, 146 shares of restricted stock vested.

During the six months ended June 30, 2024, 122 shares of restricted stock were granted with a weighted average grant date fair value of $ 5.03 per share and 43 shares of restricted stock were forfeited.

Additionally, during the six months ended June 30, 2024, 142 shares of restricted stock vested.

As of June 30, 2025 and 2024, the Company had no unvested outstanding options and no outstanding shares of restricted stock that were subject to performance-based or market-based vesting conditions.

During the three months ended September 30, 2025, 70 shares of restricted stock were granted with a weighted average grant date fair value of $ 5.50 per share and 4 shares of restricted stock were forfeited.

Additionally, during the three months ended September 30, 2025, 1 shares of restricted stock vested.

During the three months ended September 30, 2024, 85 shares of restricted stock were granted with a weighted average grant date fair value of $ 4.51 per share and no share of restricted stock were forfeited.

Additionally, during the three months ended September 30, 2024, 16 shares of restricted stock vested.

During the nine months ended September 30, 2025, 70 shares of restricted stock were granted with a weighted average grant date fair value of $ 5.50 per share and 26 shares of restricted stock were forfeited.

Additionally, during the nine months ended September 30, 2025, 147 shares of restricted stock vested.

During the nine months ended September 30, 2024, 207 shares of restricted stock were granted with a weighted average grant date fair value of $ 4.82 per share and 43 shares of restricted stock were forfeited.

Additionally, during the nine months ended September 30, 2024, 158 shares of restricted stock vested.

As of September 30, 2025 and 2024, the Company had no unvested outstanding options and no outstanding shares of restricted stock that were subject to performance-based or market-based vesting conditions.

(b) Employee Stock Purchase Plan

The Company's ESPP affords eligible employees the right to purchase common stock, via payroll deductions, through various offering periods at a purchase price equal to 85 % of the fair market value of the common stock on the first or last day of the offering period, whichever is lower.

During the three months ended June 30, 2025 and 2024, no shares were issued under the ESPP.

During the six months ended June 30, 2025 and 2024, 0 and 24 shares were issued under the ESPP, respectively.

The Company recorded compensation charges related to the ESPP of $ 2 and $ 1 for the three months ended June 30, 2025 and 2024, respectively, and $ 4 and $ 6 for the six months ended June 30, 2025 and 2024, respectively.

During the three months ended September 30, 2025 and 2024, 4 and 0 shares were issued under the ESPP, respectively.

During the nine months ended September 30, 2025 and 2024, 4 and 24 shares were issued under the ESPP, respectively.

The Company recorded compensation charges related to the ESPP of $( 1 ) and $ 1 for the three months ended September 30, 2025 and 2024, respectively, and $ 3 and $ 7 for the nine months ended September 30, 2025 and 2024, respectively.

The following table presents stock-based compensation expense, including expense for the ESPP, in the Company's consolidated statements of operations for the six months ended June 30, 2025 and 2024, respectively:

Three Months Ended June 30, Six Months Ended June 30,

The following table presents stock-based compensation expense, including expense for the ESPP, in the Company's consolidated statements of operations for the nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

8 unchanged sentences

The components of the Company’s comprehensive income (loss) and the effect on earnings for the periods presented are detailed in the accompanying consolidated statements of comprehensive income (loss).

The balances for the three months ended June 30, 2025 and 2024 are as follows:

The balances for the three months ended September 30, 2025 and 2024 are as follows:

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

Balance, March 31, 2025 $ ( 3,310 ) $ ( 3,310 )

Other comprehensive income 278 278

Net other comprehensive income 278 278

Balance, June 30, 2025 $ ( 3,032 ) $ ( 3,032 )

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

Balance, March 31, 2024 $ ( 3,956 ) $ ( 3,956 )

Other comprehensive loss ( 676 ) ( 676 )

Net other comprehensive loss ( 676 ) ( 676 )

Balance, September 30, 2025 $ ( 3,708 ) $ ( 3,708 )

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

Balance, June 30, 2024 $ ( 3,991 ) $ ( 3,991 )

The balances for the six months ended June 30, 2025 and 2024 are as follows:

Other comprehensive income 134 134

Net other comprehensive income 134 134

Balance, September 30, 2024 $ ( 3,857 ) $ ( 3,857 )

The balances for the nine months ended September 30, 2025 and 2024 are as follows:

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

2 unchanged sentences

Net other comprehensive income 324 324

Balance, June 30, 2025 $ ( 3,032 ) $ ( 3,032 )

Balance, September 30, 2025 $ ( 3,708 ) $ ( 3,708 )

Foreign Currency Translation Total Accumulated Other Comprehensive Loss

2 unchanged sentences

Net other comprehensive income 328 328

Balance, June 30, 2024 $ ( 3,991 ) $ ( 3,991 )

(6) Net Income (Loss) per Common Share

Basic net income (loss) per share is calculated based on the weighted average number of common shares outstanding during the period.

Balance, September 30, 2024 $ ( 3,857 ) $ ( 3,857 )

(6) 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 with the treasury stock accounting method.

The computation of diluted weighted-average common shares outstanding excludes 1,396 weighted average anti-dilutive stock-based awards outstanding for the three-month period ended June 30, 2025.

For the six months ended June 30, 2025, since there was a net loss, the company excluded 1,252 shares underlying outstanding stock options and non-vested restricted shares from its diluted loss per share calculation as inclusion of these convertible securities would have reduced the net loss per share.

For the three and six months ended June 30, 2024, since there was a net loss, the company excluded 1,375 and 1,297 shares, respectively, in outstanding stock options and non-vested restricted shares from its diluted loss per share calculation, as inclusion of these convertible securities would have reduced the net loss per share.

For the three and nine months ended September 30, 2025, since there was a net loss, the company excluded 1,350 and 1,187 shares underlying outstanding stock options and non-vested restricted shares from its diluted loss per share calculation as inclusion of these convertible securities would have reduced the net loss per share.

For the three and nine months ended September 30, 2024, since there was a net loss, the company excluded 1,165 and 1,088 shares, respectively, in outstanding stock options and non-vested restricted shares from its diluted loss per share calculation, as inclusion of these convertible securities would have reduced the net loss per share.

A reconciliation of the basic and diluted weighted average common shares outstanding is as follows:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

4 unchanged sentences

Inventories are stated at the lower of cost or net realizable value using the first-in first-out costing method.

Inventories as of June 30, 2025 and December 31, 2024 include the costs of material, labor, and factory overhead.

Inventories as of September 30, 2025 and December 31, 2024 include the costs of material, labor, and factory overhead.

Components of inventories consist of the following:

September 30,

2025 December 31,

3 unchanged sentences

$ 13,394 $ 22,953

During the three and nine months ended September 30, 2025, the Company recorded a $ 5,510 inventory write-down related primarily to further reduced demand for certain of the Company’s hardware products as well as a reduction in the prices the Company charges for certain TracNet H-series terminals.

The Company implemented this price reduction at the end of the third quarter of 2025 and, as a result, reduced the value of its remaining inventory of those products to net realizable value based on lower customer pricing.

Please see Note 17 for additional details surrounding the wind-down of the Company’s manufacturing activities.

(8) Prepaid Expenses and Other Current Assets

September 30,

2025 December 31,

4 unchanged sentences

Under the agreement, KVH prepaid for access to a large block of Starlink Global Priority data at favorable rates.

The new agreement offers KVH increased flexibility in the development and sales of custom, cost-effective airtime plans using Starlink’s Global Priority service.

The agreement provides KVH flexibility in the development and sales of custom, cost-effective airtime plans using Starlink’s Global Priority service.

KVH began drawing from this prepaid pooled data in the third quarter of 2024.

This block of data is expected to be fully consumed by the end of the fourth quarter of 2025.

KVH anticipates that it will purchase another, substantially larger block of Starlink Global Priority data in the fourth quarter of 2025.

(9) Property and Equipment

Property and equipment, net, as of June 30, 2025 and December 31, 2024 consist of the following:

Property and equipment, net, as of September 30, 2025 and December 31, 2024 consist of the following:

September 30,

2025 December 31,

7 unchanged sentences

$ 22,295 $ 27,014

Depreciation expense was $ 2,500 and $ 3,637 for the three months ended June 30, 2025 and 2024, respectively, and $ 5,284 and $ 6,784 for the six months ended June 30, 2025 and 2024, respectively.

Depreciation expense was $ 2,525 and $ 3,163 for the three months ended September 30, 2025 and 2024, respectively, and $ 7,809 and $ 9,947 for the nine months ended September 30, 2025 and 2024, respectively.

Certain revenue-generating hardware assets are utilized by the Company in the delivery of the Company's airtime services, media and other content.

As of June 30, 2025 and December 31, 2024, the long-lived tangible assets related to the Company’s international subsidiaries were less than 10% of the Company’s long-lived tangible assets.

As of September 30, 2025 and December 31, 2024, 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”).

2 unchanged sentences

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.

The Company recorded an impairment charge of $ 1.1 million during the three and nine months ended September 30, 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.

The sale was completed in September 2025, resulting in a loss of $ 0.3 million, which is included in other income (expense), net in the Company's consolidated statement of operations for the three and nine months ended September 30, 2025.

The Company also entered into an agreement with the buyer to lease this property until the end of March 2026 for approximately $ 0.1 million.

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”).

3 unchanged sentences

In March 2025, the Company entered into an agreement with another buyer to sell 50 Enterprise Center for $ 5.3 million.

The sale was completed in June 2025, resulting in a gain of $ 1.3 million, which is included in other income (expense), net in the Company's consolidated statement of operations for the three and six months ended June 30, 2025.

(10) Product Warranty

4 unchanged sentences

Warranty and related costs are reflected within sales, marketing and support in the accompanying consolidated statements of operations.

As of June 30, 2025 and December 31, 2024, the Company had accrued product warranty costs of $ 828 and $ 607 , respectively.

As of September 30, 2025 and December 31, 2024, the Company had accrued product warranty costs of $ 754 and $ 607 , respectively.

The following table summarizes product warranty activity during 2025 and 2024:

Six Months Ended

Nine Months Ended

September 30,

Beginning balance $ 607 $ 828

14 unchanged sentences

Unobservable inputs that are supported by little or no market activity and are developed based on the best information available given the circumstances.

No financial assets or liabilities were measured at fair value based upon the ASC 820 fair value hierarchy as of June 30, 2025 or December 31, 2024.

No financial assets or liabilities were measured at fair value based upon the ASC 820 fair value hierarchy as of September 30, 2025 or December 31, 2024.

The carrying amount of certain financial instruments approximates fair value due to their short-term, highly liquid nature.

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The Company's non-financial assets, such as intangible assets, and other long-lived assets resulting from business combinations, are measured at fair value using income approach valuation methodologies at the date of acquisition and subsequently re-measured if indications of impairment exist.

There was no impairment of the Company's non-financial assets noted during the six months ended June 30, 2025 or 2024.

There was no impairment of the Company's non-financial assets noted during the nine months ended September 30, 2025.

There was a $ 1.1 million impairment of the Company's long-lived assets during the nine months ended September 30, 2024.

See note 9 for further information.

The Company does not have any liabilities that are recorded at fair value on a non-recurring basis.

6 unchanged sentences

Accordingly, the Company's asset groups were determined to be its reporting units (MBB and Media).

The changes in the carrying amount of intangible assets during the six months ended June 30, 2025 are as follows:

The changes in the carrying amount of intangible assets during the nine months ended September 30, 2025 are as follows:

Balance at December 31, 2024

2 unchanged sentences

Foreign currency translation adjustment —

Balance at June 30, 2025

Balance at September 30, 2025

Intangible assets arose from the purchase of distribution rights from Kognitive Networks Inc.

8 unchanged sentences

Acquired intangible assets are subject to amortization.

The following table summarizes acquired intangible assets at June 30, 2025 and December 31, 2024, respectively:

The following table summarizes acquired intangible assets at September 30, 2025 and December 31, 2024, respectively:

Gross Carrying Amount Accumulated Amortization Net Carrying Value

June 30, 2025

September 30, 2025

Subscriber relationships $ 77 $ 33 $ 44

7 unchanged sentences

$ 3,585 $ 2,757 $ 828

Amortization expense related to intangible assets was $ 106 and $ 101 for the three months ended June 30, 2025 and 2024, respectively, and $ 210 and $ 201 for the six months ended June 30, 2025 and 2024, respectively.

Amortization expense related to intangible assets was $ 107 and $ 102 for the three months ended September 30, 2025 and 2024, respectively, and $ 317 and $ 303 for the nine months ended September 30, 2025 and 2024, respectively.

Amortization expense was categorized as general and administrative expense.

As of June 30, 2025, the total weighted average remaining useful lives of the definite-lived intangible assets was 1.5 years.

Estimated future amortization expense for intangible assets recorded by the Company at June 30, 2025 is as follows:

As of September 30, 2025, the total weighted average remaining useful lives of the definite-lived intangible assets was 1.3 years.

Estimated future amortization expense for intangible assets recorded by the Company at September 30, 2025 is as follows:

Years ending December 31, Amortization

4 unchanged sentences

Disaggregation of Revenue

The following table summarizes net sales from contracts with customers for the six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

June 30, June 30,

The following table summarizes net sales from contracts with customers for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

4 unchanged sentences

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.

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.

1 unchanged sentence

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 79 % and 80 % of the Company's consolidated net sales for the three months ended June 30, 2025 and 2024, respectively, and 79 % and 80 % of the Company's consolidated net sales for the six months ended June 30, 2025 and 2024, respectively.

Service sales of airtime service accounted for 83 % and 79 % of the Company's consolidated net sales for the three months ended September 30, 2025 and 2024, respectively, and 80 % of the Company's consolidated net sales for both the nine months ended September 30, 2025 and 2024.

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 13 % and 14 % of the Company's consolidated net sales for the three months ended June 30, 2025 and 2024, respectively, and 14 % of the Company's consolidated net sales for the both the six months ended June 30, 2025 and 2024.

Product sales accounted for 11 % and 16 % of the Company's consolidated net sales for the three months ended September 30, 2025 and 2024, respectively, and 13 % and 15 % of the Company's consolidated net sales for the nine months ended September 30, 2025 and 2024, respectively.

No other single product class accounts for 10% or more of the Company's consolidated net sales.

1 unchanged sentence

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 78 % and 71 % of consolidated net sales for the three months ended June 30, 2025 and 2024, respectively, and 79 % and 72 % of consolidated net sales for the six months ended June 30, 2025 and 2024, respectively.

Sales to Singapore customers represented 21 % and 20 % of the Company's consolidated net sales for the three months ended June 30, 2025 and 2024, respectively.

No other individual foreign country represented 10% or more of the Company's consolidated net sales for the three months ended June 30, 2025 or 2024.

Sales to Singapore customers represented 22 % and 21 % of the Company's consolidated net sales for the six months ended June 30, 2025 and 2024, respectively.

No other individual foreign country represented 10% or more of the Company's consolidated net sales for the six months ended June 30, 2025 or 2024.

Revenues are based upon customer location, and revenues from international locations represented 77 % and 71 % of consolidated net sales for the three months ended September 30, 2025 and 2024, respectively, and 78 % and 72 % of consolidated net sales for the nine months ended September 30, 2025 and 2024, respectively.

Sales to Singapore customers represented 21 % and 20 % of the Company's consolidated net sales for the three months ended September 30, 2025 and 2024, respectively.

No other individual foreign country represented 10% or more of the Company's consolidated net sales for the three months ended September 30, 2025 or 2024.

Sales to Singapore customers represented 22 % and 21 % of the Company's consolidated net sales for the nine months ended September 30, 2025 and 2024, respectively.

No other individual foreign country represented 10% or more of the Company's consolidated net sales for the nine months ended September 30, 2025 or 2024.

Business and Credit Concentrations

The Company is potentially subject to financial instrument concentration of credit risk through its cash and cash equivalents.

To mitigate these risks, the Company maintains cash and cash equivalents with reputable and nationally recognized financial institutions.

As of September 30, 2025, substantially all of the cash and cash equivalents were held by Bank of America, N.A.

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.

1 unchanged sentence

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 12 % and 11 % of consolidated net sales for the six months ended June 30, 2025 and 2024, respectively.

No other customers accounted for 10% or more of consolidated net sales for the six months ended June 30, 2025 and 2024.

One customer accounted for approximately 20 % and 19 % of accounts receivable at June 30, 2025 and December 31, 2024, respectively.

One customer accounted for 35 % and 45 % of long-term accounts receivable included in other non-current assets on the consolidated balance sheets related to sales-type leases at June 30, 2025 and December 31, 2024, respectively.

One customer accounted for 12 % and 11 % of consolidated net sales for the nine months ended September 30, 2025 and 2024, respectively.

No other customers accounted for 10% or more of consolidated net sales for the nine months ended September 30, 2025 and 2024.

One customer accounted for approximately 18 % and 19 % of accounts receivable at September 30, 2025 and December 31, 2024, respectively.

One customer accounted for 28 % and 45 % of long-term accounts receivable included in other non-current assets on the consolidated balance sheets related to sales-type leases at September 30, 2025 and December 31, 2024, respectively.

Certain components from third parties used in the Company’s products are procured from single sources of supply.

1 unchanged sentence

(15) Income Taxes

The Company’s effective tax rate for the three and six months ended June 30, 2025 was 10.1 % and ( 20.0 )%, respectively, compared with 0.1 % and ( 1.4 )%, for the corresponding periods in the prior year.

The Company’s effective tax rate for the three and nine months ended September 30, 2025 was ( 0.2 )% and ( 1.9 )%, respectively, compared with ( 4.4 )% and ( 1.9 )%, for the corresponding periods in the prior year.

The effective income tax rate is based on estimated income for the year, the estimated composition of the income in different jurisdictions and discrete adjustments, if any, in the applicable periods, including retroactive changes in tax legislation, settlements of tax audits or assessments, and the resolution or identification of tax position uncertainties.

For the three and six months ended June 30, 2025 and 2024, the effective tax rates differed from the statutory tax rate primarily due to the Company maintaining a valuation allowance reserve on its U.S.

For the three and nine months ended September 30, 2025 and 2024, the effective tax rates differed from the statutory tax rate primarily due to the Company maintaining a valuation allowance reserve on its U.S.

deferred tax assets, discrete tax adjustments and the composition of income from foreign jurisdictions taxed at lower rates.

As of June 30, 2025 and December 31, 2024, the Company had reserves for uncertain tax positions of $ 767 and $ 724 , respectively.

There were no material changes during the six months ended June 30, 2025 to the Company’s reserve for

uncertain tax positions.

The Company estimates that it is reasonably possible that the balance of unrecognized tax benefits as of June 30, 2025 may decrease $ 16 in the next twelve months as a result of a lapse of statutes of limitations and settlements with taxing authorities.

As of September 30, 2025 and December 31, 2024, the Company had reserves for uncertain tax positions of $ 788 and $ 724 , respectively.

There were no material changes during the nine months ended September 30, 2025 to the Company’s reserve for uncertain tax positions.

The Company estimates that it is reasonably possible that the balance of unrecognized tax benefits as of September 30, 2025 may decrease $ 16 in the next twelve months as a result of a lapse of statutes of limitations and settlements with taxing authorities.

The Company’s tax jurisdictions include the United States, the United Kingdom, Denmark, Cyprus, Norway, Brazil, Singapore, Japan and India.

1 unchanged sentence

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.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company does not expect the OBBBA to have a material impact on its consolidated financial statements.

The Company has operating leases for office facilities, equipment, and satellite service capacity and related equipment.

Lease expense was $ 235 and $ 366 for the three months ended June 30, 2025 and 2024, respectively, and $ 506 and $ 719 for the six months ended June 30, 2025 and 2024, respectively.

Short-term operating lease costs were $ 24 and $ 20 for the three months ended June 30, 2025 and 2024, respectively, and $ 46 and $ 39 for the six months ended June 30, 2025 and 2024, respectively.

Maturities of lease liabilities as of June 30, 2025 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows:

Lease expense was $ 232 and $ 376 for the three months ended September 30, 2025 and 2024, respectively, and $ 738 and $ 1,095 for the nine months ended September 30, 2025 and 2024, respectively.

Short-term operating lease costs were $ 24 and $ 20 for the three months ended September 30, 2025 and 2024, respectively, and $ 70 and $ 59 for the nine months ended September 30, 2025 and 2024, respectively.

Maturities of lease liabilities as of September 30, 2025 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows:

Remainder of 2025 $ 233

7 unchanged sentences

Weighted-average discount rate - operating leases 5.50 %

On July 23, 2025, the Company entered into a new lease agreement for approximately 32,000 square feet of office and warehouse space in Bristol, Rhode Island.

The Company currently plans to migrate its Rhode Island operations to this leased facility in the spring of 2026, at which point its costs of sales and operational expenditures will include lease expense at the rate of approximately $ 0.6 million for the first year of the lease (excluding three months of free rent), with fixed annual increases thereafter.

The lease agreement is for a term of 87 months with an option to extend the lease an additional 10 years.

This lease agreement resulted in a right of use asset and operating lease liabilities of approximately $ 3,600 as of September 30, 2025.

The Company enters into leases with certain customers primarily for the TracPhone and TracNet VSAT systems.

6 unchanged sentences

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 $ 3,110 as of June 30, 2025 and the non-current portion of the net investment in these leases was $ 2,918 as of June 30, 2025.

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 $ 101 and $ 117 during the three months ended June 30, 2025 and 2024, respectively, and $ 203 and $ 246 during the six months ended June 30, 2025 and 2024, respectively.

The future undiscounted cash flows from these leases as of June 30, 2025 are:

The current portion of the net investment in these leases was $ 3,056 as of September 30, 2025 and the non-current portion of the net investment in these leases was $ 2,971 as of September 30, 2025.

Interest income from sales-type leases was $ 90 and $ 108 during the three months ended September 30, 2025 and 2024, respectively, and $ 293 and $ 354 during the nine months ended September 30, 2025 and 2024, respectively.

The future undiscounted cash flows from these leases as of September 30, 2025 are:

Remainder of 2025 $ 1,363

8 unchanged sentences

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 until the Company's anticipated relocation by early next year.

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.

1 unchanged sentence

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.

The Company did no t incur restructuring charges in the three and nine months ended September 30, 2025 related to the staged wind-down of the Company's manufacturing activities.

(18) Segment Information

4 unchanged sentences

This is reviewed against budgeted expectations to assess segment performance and allocate resources.

The Company’s segment net income for the six months ended June 30, 2025 and 2024 consisted of the following:

Three Months Ended Six Months Ended

June 30, June 30,

The Company’s segment net income for the nine months ended September 30, 2025 and 2024 consisted of the following:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

29 unchanged sentences

3,691 3,789 10,806 13,214

Long-lived asset impairment charge — 1,137 — 1,137

Other segment items (6) ( 697 ) ( 792 ) ( 2,530 ) ( 1,940 )

Net income (loss) $ 930 $ ( 2,376 ) $ ( 780 ) $ ( 5,539 )

Net loss $ ( 6,934 ) $ ( 1,199 ) $ ( 7,714 ) $ ( 6,738 )

(1) Includes costs related to Inmarsat, service activations, content service, CommBox Edge and other miscellaneous

15 unchanged sentences

The program does not obligate the Company to repurchase any minimum number or dollar amount of shares, and the program may be modified, suspended or terminated at any time without prior notice.

During the three months ended June 30, 2025, the Company repurchased 211 shares of common stock in open market transactions at a cost of approximately $ 1,093 .

During the six months ended June 30, 2025, the Company repurchased 242 shares of common stock in open market transactions at a cost of approximately $ 1,256 .

During the three months ended September 30, 2025, the Company repurchased 22 shares of common stock in open market transactions at a cost of approximately $ 116 .

During the nine months ended September 30, 2025, the Company repurchased 264 shares of common stock in open market transactions at a cost of approximately $ 1,372 .

Except as noted above, there were no other repurchase programs outstanding.

(20) Subsequent Events

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are currently assessing its impact on our consolidated financial statements.

On July 23, 2025, the Company entered into a new lease agreement for approximately 32,000 square feet of office and warehouse space in Bristol, Rhode Island.

The Company currently plans to migrate its Rhode Island operations to this leased facility in the spring of 2026, at which point its general and administrative expense will include lease expense at the rate of approximately $ 0.6 million for the first year of the lease (excluding three months of free rent), with fixed annual increases thereafter.

The lease agreement is for a term of 87 months with an option to extend the lease an additional 10 years.

On October 8, 2025, the Company acquired certain customer and vendor agreements and other assets from a satellite services provider operating in the Asia-Pacific region for a purchase price consisting of approximately $ 3.1 million in cash.

The Company also paid approximately $ 0.6 million for certain satellite communications equipment related inventory.

The Company expects to record one or more intangible assets with respect to these transactions.

In connection with the acquisition, a subsidiary of the Company made offers of employment to eleven employees of the seller, all of which have been accepted.

The Company also entered into transition arrangements with the seller to facilitate the orderly transfer of acquired assets.

The transfer of certain agreements requires the consent of the counterparty.

The Company expects that, if consent is not obtained, the Company and the seller will fulfill those agreements through subcontracting arrangements, where permitted.

The agreements remain terminable in accordance with their terms, and the unanticipated termination of any of the agreements may prevent the Company from realizing some or all of the anticipated benefits of the acquisition.

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

What changed 10-Q

Item 1. Financial Statements