KVH INDUSTRIES INC \DE\

Previous wording

The statements included in this quarterly report on Form 10-Q, other than statements of historical fact, are forward-looking statements. Examples of forward-looking statements include statements regarding our future financial results, operating results, business strategies, projected costs, products and services, competitive positions and plans, customer preferences, consumer trends, anticipated product development, and objectives of management for future operations. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed in the section entitled “Risk Factors” in Item 1A of Part I of our annual report on Form 10-K for the year ended December 31, 2025. These and many other factors could affect our future financial and operating results and could cause actual results to differ materially from expectations based on forward-looking statements made in this document or elsewhere by us or on our behalf. For example, our expectations regarding certain items as a percentage of sales assume that we will achieve our anticipated sales goals. The following discussion and analysis should be read in conjunction with our consolidated interim financial statements and related notes appearing elsewhere in this report.

Current wording

The statements included in this quarterly report on Form 10-Q, other than statements of historical fact, are forward-looking statements. Examples of forward-looking statements include statements regarding our future financial results, operating results, business strategies, projected costs, products and services, competitive positions and plans, customer preferences, consumer trends, anticipated product development, and objectives of management for future operations. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed in the section entitled “Risk Factors” in Item 1A of Part I of our Form 10-K for the year ended December 31, 2025. These and many other factors could affect our future financial and operating results and could cause actual results to differ materially from expectations based on forward-looking statements made in this document or elsewhere by us or on our behalf. For example, our expectations regarding certain items as a percentage of sales assume that we will achieve our anticipated sales goals. The following discussion and analysis should be read in conjunction with our consolidated interim financial statements and related notes appearing elsewhere in this report.

Previous wording

Historically, our Ku-band VSAT communications service was the primary driver of revenue growth. However, in recent years these services have represented a declining percentage of our revenues in the face of increased demand for and competition from emerging LEO services. Our satellite-only and hybrid products enable maritime customers to receive data, VoIP, and value-added services via satellite, cellular, and shore-based Wi-Fi networks onboard commercial and leisure vessels. In addition, our in-motion television terminals permit customers to receive live digital television via regional satellite services on maritime vessels and on recreational vehicles, buses and automobiles. We sell our products through an extensive international network of dealers and distributors. We also sell and lease products to service providers and end users.

Current wording

Historically, our Ku-band VSAT communications service was the primary driver of revenue growth. However, in recent years these services have represented a declining percentage of our revenues in the face of increased demand for and competition from emerging LEO services. Our satellite-only and hybrid products enable maritime customers to receive data, VoIP, and value-added services via satellite, cellular, and shore-based Wi-Fi networks onboard commercial and leisure vessels. In addition, our in-motion television terminals permit customers to receive live digital television via regional satellite services on maritime vessels. We sell our products through an extensive international network of dealers and distributors. We also sell and lease products to service providers and end users.

Previous wording

During the second quarter of 2024, we expanded our relationship with Starlink through a bulk data distribution agreement. Under the agreement, we prepaid $17.0 million for access to a large block of Starlink Global Priority data at favorable rates. The agreement provided us flexibility in the development and sale of custom airtime plans using Starlink’s Global Priority service. We began drawing from this prepaid pooled data in the third quarter of 2024 and this data was fully consumed by the end of 2025. In the fourth quarter of 2025, we entered into an agreement to purchase a substantially larger block of Starlink Global Priority data. We made a prepayment of $5.0 million related to this agreement in the fourth quarter of 2025, and additional payments of $10.0 million in January 2026 and $6.0 million in February 2026. We must pay the remaining balance of $24.0 million in periodic quarterly payments through the first quarter of 2027.

Current wording

During the second quarter of 2024, we expanded our relationship with Starlink through a bulk data distribution agreement. Under the agreement, we prepaid $17.0 million for access to a large block of Starlink Global Priority data at favorable rates. The agreement provided us flexibility in the development and sale of custom airtime plans using Starlink’s Global Priority service. We began drawing from this prepaid pooled data in the third quarter of 2024 and this data was fully consumed by the end of 2025. In the fourth quarter of 2025, we entered into an agreement to purchase a substantially larger block of Starlink Global Priority data. We made a prepayment of $5.0 million related to this agreement in the fourth quarter of 2025, an additional payment of $10.0 million in January 2026 and payments of $6.0 million in each of February 2026 and May 2026. We must pay the remaining balance of $18.0 million in three quarterly payments through the first quarter of 2027.

Previous wording

Critical accounting estimates are those estimates made that involve a significant level of estimation uncertainty and have had or are reasonably likely to have an impact on our statement of operations. We believe that our accounting estimates for goodwill, intangible assets and other long-lived assets are the only estimates critical to an understanding and evaluation of our financial results for the three months ended March 31, 2026, as discussed below.

Current wording

Critical accounting estimates are those estimates made that involve a significant level of estimation uncertainty and have had or are reasonably likely to have an impact on our statement of operations. We believe that our accounting estimates for goodwill, intangible assets and other long-lived assets are the only estimates critical to an understanding and evaluation of our financial results for the six months ended June 30, 2026, as discussed below.

Previous wording

Net sales increased by $6.9 million, or 27%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Service sales increased by $6.5 million, or 30%, to $28.2 million for the three months ended March 31, 2026 from $21.6 million for the three months ended March 31, 2025. The increase in service sales was primarily due to a $6.2 million increase in our airtime service sales, which reflected a substantial increase in LEO service sales driven by an increase in subscribers for both Starlink and OneWeb. This increase in LEO service sales was partially offset by a substantial decrease in VSAT service sales, which was driven primarily by a decrease in VSAT subscribers. For the three months ended March 31, 2026, LEO services sales represented over 45% of airtime services sales, as compared to less than 30% for the three months ended March 31, 2025. The increase in LEO service sales as a percentage of total airtime sales resulted from both the substantial increase in LEO service sales and the substantial decrease in VSAT service sales. Competing LEO service providers have continued to expand their product and service offerings, further heightening competition in the global leisure segment and in commercial markets.

Current wording

Net sales increased by $7.1 million, or 27%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Service sales increased by $6.7 million, or 29%, to $29.7 million for the three months ended June 30, 2026 from $23.0 million for the three months ended June 30, 2025. The increase in service sales was primarily due to a $6.6 million increase in our airtime service sales, which reflected a substantial increase in LEO service sales driven by an increase in subscribers for both Starlink and OneWeb. This increase in LEO service sales was partially offset by a substantial decrease in VSAT service sales, which was driven primarily by a decrease in VSAT subscribers. For the three months ended June 30, 2026, LEO services sales represented over 55% of airtime services sales, as compared to less than 32% for the three months ended June 30, 2025. The increase in LEO service sales as a percentage of total airtime sales resulted from both the substantial increase in LEO service sales and the substantial decrease in VSAT service sales. Competing LEO service providers have continued to expand their product and service offerings, further heightening competition in the global leisure segment and in commercial markets.

Previous wording

Product sales increased by $0.4 million, or 10%, to $4.2 million for the three months ended March 31, 2026 from $3.8 million for the three months ended March 31, 2025. The increase in product sales was primarily due to a $0.7 million increase in OneWeb product sales and a $0.3 million increase in Starlink product sales, partially offset by a $0.5 million decrease in TracVision product sales and a $0.3 million decrease in VSAT Broadband product sales. Competition from low-cost alternatives to VSAT, which include streaming capabilities, has had a significant impact on sales of our TracVision products.

Current wording

Product sales increased by $0.4 million, or 12%, to $4.0 million for the three months ended June 30, 2026 from $3.6 million for the three months ended June 30, 2025. The increase in product sales was primarily due to a $0.7 million increase in Starlink product sales and a $0.3 million increase in OneWeb product sales, partially offset by a $0.5 million decrease in TracVision product sales and a $0.2 million decrease in VSAT Broadband product sales. Competition from low-cost alternatives to VSAT, which include streaming capabilities, has had a significant impact on sales of our TracVision products.

Previous wording

Costs of sales consists of costs of service sales and costs of product sales. Costs of sales increased by $4.8 million, or 27%, in the three months ended March 31, 2026 to $22.8 million from $18.0 million in the three months ended March 31, 2025. The increase in costs of sales was driven by a $0.7 million increase in costs of product sales and a $4.1 million increase in costs of service sales. As a percentage of net sales, costs of sales were 70% and 71% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Costs of sales consists of costs of service sales and costs of product sales. Costs of sales increased by $5.9 million, or 34%, in the three months ended June 30, 2026 to $23.4 million from $17.5 million in the three months ended June 30, 2025. The increase in costs of sales was driven by a $1.0 million increase in costs of product sales and a $4.9 million increase in costs of service sales. As a percentage of net sales, costs of sales were 69% and 66% for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

Our costs of service sales consist primarily of satellite service capacity, depreciation, service network overhead expense associated with our VSAT Broadband network infrastructure, direct network service labor, product installation costs, media materials and distribution costs, and service repair materials. For the three months ended March 31, 2026, costs of service sales increased by $4.1 million, or 29%, to $18.4 million from $14.2 million in the three months ended March 31, 2025, primarily due to a $3.8 million increase in airtime costs of service sales. As a percentage of service sales, costs of service sales were 65% and 66% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Our costs of service sales consist primarily of satellite service capacity, depreciation, service network overhead expense associated with our VSAT Broadband network infrastructure, direct network service labor, product installation costs, media materials and distribution costs, and service repair materials. For the three months ended June 30, 2026, costs of service sales increased by $4.9 million, or 34%, to $19.1 million from $14.2 million in the three months ended June 30, 2025, primarily due to a $4.6 million increase in airtime costs of service sales. As a percentage of service sales, costs of service sales were 64% and 62% for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

Our costs of product sales consist primarily of materials, manufacturing overhead, and direct labor used to produce our products. For the three months ended March 31, 2026, costs of product sales increased by $0.7 million, or 18%, to $4.4 million from $3.7 million in the three months ended March 31, 2025, primarily due to a $0.5 million increase in various manufacturing and other unabsorbed expenses and a $0.6 million increase in OneWeb cost of product sales, partially offset by a $0.3 million decrease in TracVision cost of product sales and a $0.2 million decrease in VSAT Broadband cost of product sales. As a percentage of product sales, costs of product sales were 106% and 99% for the three months ended March 31, 2026 and 2025, respectively. Cost of product sales increased as a percentage of product sales primarily due to the increase in various manufacturing and other unabsorbed expenses.

Current wording

Our costs of product sales consist primarily of materials, manufacturing overhead, and direct labor used to produce our products. For the three months ended June 30, 2026, costs of product sales increased by $1.0 million, or 31%, to $4.3 million from $3.3 million in the three months ended June 30, 2025, primarily due to a $0.7 million increase in various manufacturing and other unabsorbed expenses, a $0.7 million increase in Starlink cost of product sales and a $0.2 million increase in OneWeb cost of product sales, partially offset by a $0.4 million decrease in TracVision cost of product sales and a $0.1 million decrease in accessories and other cost of product sales. As a percentage of product sales, costs of product sales were 107% and 92% for the three months ended June 30, 2026 and 2025, respectively. Cost of product sales increased as a percentage of product sales primarily due to the increase in various manufacturing and other unabsorbed expenses.

Previous wording

Research and development expense consists of direct labor, materials, external consultants, and related overhead costs that support our internally funded product development and product sustaining engineering activities. Research and development expense for the three months ended March 31, 2026 decreased by $0.5 million, or 39%, to $0.7 million from $1.2 million for the three months ended March 31, 2025. The decrease in research and development expense resulted primarily from a $0.4 million decrease in salaries, benefits and taxes. As a percentage of net sales, research and development expense was 2% and 5% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Research and development expense consists of direct labor, materials, external consultants, and related overhead costs that support our internally funded product development and product sustaining engineering activities. Research and development expense for the three months ended June 30, 2026 decreased by $0.1 million, or 12%, to $0.8 million from $0.9 million for the three months ended June 30, 2025. The decrease in research and development expense resulted primarily from a $0.2 million decrease in salaries, benefits and taxes. As a percentage of net sales, research and development expense was 2% and 3% for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

Sales, marketing, and support expense consists primarily of salaries and related expenses for sales and marketing personnel, commissions for both in-house and third-party representatives, costs related to the co-development of certain content, other sales and marketing support costs such as advertising, literature and promotional materials, product service personnel and support costs, warranty-related costs and bad debt expense. Sales, marketing and support expense also includes the operating expenses of our sales office subsidiaries in Denmark, Singapore, Brazil, and Japan. Sales, marketing and support expense for the three months ended March 31, 2026 were $5.1 million, an increase of $0.1 million, or 2%, from $5.0 million for the three months ended March 31, 2025. The increase in sales, marketing and support expense resulted primarily from a $0.4 million increase in salaries, benefits and taxes, partially offset by a $0.2 million decrease in facilities expense and a $0.1 million decrease in warranty expense. As a percentage of net sales, sales, marketing and support expense was 16% and 20% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Sales, marketing, and support expense consists primarily of salaries and related expenses for sales and marketing personnel, commissions for both in-house and third-party representatives, costs related to the co-development of certain content, other sales and marketing support costs such as advertising, literature and promotional materials, product service personnel and support costs, warranty-related costs and bad debt expense. Sales, marketing and support expense also includes the operating expenses of our sales office subsidiaries in Denmark, Singapore, Brazil, and Japan. Sales, marketing and support expense for the three months ended June 30, 2026 were $5.2 million, an increase of $0.2 million, or 5%, from $5.0 million for the three months ended June 30, 2025. The increase in sales, marketing and support expense resulted primarily from a $0.2 million increase in salaries, benefits and taxes, a $0.2 million increase in finance and insurance expense, and a $0.1 million increase in facilities expense, partially offset by a $0.3 million decrease in warranty expense. As a percentage of net sales, sales, marketing and support expense was 16% and 19% for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

General and administrative expense consists of costs attributable to management, finance and accounting, information technology, human resources, certain outside professional services, and other administrative costs. General and administrative expense for the three months ended March 31, 2026 increased by $0.3 million, or 10%, to $3.9 million from $3.5 million for the three months ended March 31, 2025. The increase in general and administrative expense resulted primarily from a $0.2 million increase in salaries, benefits and taxes and a $0.2 million increase in computer software and maintenance expenses, partially offset by a $0.1 million decrease in dues and subscriptions expense. As a percentage of net sales, general and administrative expense was 12% and 14% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

General and administrative expense consists of costs attributable to management, finance and accounting, information technology, human resources, certain outside professional services, and other administrative costs. General and administrative expense for the three months ended June 30, 2026 increased by $0.8 million, or 22%, to $4.4 million from $3.6 million for the three months ended June 30, 2025. The increase in general and administrative expense resulted primarily from a $0.4 million increase in professional fees, a $0.3 million increase in salaries, benefits and taxes and a $0.1 million increase in computer software and maintenance expenses, partially offset by a $0.2 million decrease in facilities expense. As a percentage of net sales, general and administrative expense was 13% for each of the three months ended June 30, 2026 and 2025.

Previous wording

Interest income represents interest earned on our cash and cash equivalents, as well as from investments and our sale-type lease receivables. Interest income remained flat at $0.6 million for the three months ended March 31, 2026 from $0.6 million for the three months ended March 31, 2025. Of the current period interest income of $0.6 million, $0.5 million is attributable to interest earned on cash and cash equivalents, while the remaining $0.1 million was attributable to interest from lease receivables. Other income, net increased by $0.2 million to other income, net of $0.2 million for the three months ended March 31, 2026 from other expense, net of less than $0.1 million for the three months ended March 31, 2025. This decrease was driven primarily by a $0.1 million gain on foreign exchange as well as a $0.1 million gain on the sales of fixed assets.

Current wording

Interest income represents interest earned on our cash and cash equivalents, as well as from investments and our sale-type lease receivables. Interest income decreased slightly to $0.5 million for the three months ended June 30, 2026 from $0.6 million for the three months ended June 30, 2025. Of the current period interest income of $0.5 million, $0.5 million is attributable to interest earned on cash and cash equivalents, while $0.1 million was attributable to interest from lease receivables. Other expense, net changed by $0.9 million to other expense, net of $0.1 million for the three months ended June 30, 2026 from other income, net of $0.8 million for the three months ended June 30, 2025. This change was driven primarily by a $1.3 million gain on the sale of 50 Enterprise Center in June 2025, partially offset by $0.4 million of relocation-related costs.

Previous wording

Income tax expense for the three months ended March 31, 2026 was $0.1 million and primarily related to withholding taxes imposed in foreign jurisdictions. Income tax expense for the three months ended March 31, 2025 was less than $0.1 million and related to state taxes and taxes on income earned in foreign jurisdictions.

Current wording

Income tax expense for the three months ended June 30, 2026 was $0.2 million and primarily related to foreign income taxes and withholding taxes imposed in foreign jurisdictions. Income tax expense for the three months ended June 30, 2025 was $0.1 million and primarily related to withholding taxes imposed in foreign jurisdictions.

Previous wording

As of March 31, 2026, we had $59.2 million in cash and cash equivalents, of which $3.0 million in cash equivalents was held in local currencies by our foreign subsidiaries. As of March 31, 2026, we had $101.7 million in working capital.

Current wording

As of June 30, 2026, we had $57.7 million in cash and cash equivalents, of which $2.8 million in cash equivalents was held in local currencies by our foreign subsidiaries. As of June 30, 2026, we had $101.3 million in working capital.

Previous wording

Based upon our current working capital position, current operating plans and expected business conditions, we expect to have sufficient funds, through at least twelve months from the date that this report is filed with the SEC, to fund our short-term and long-term working capital requirements, including capital expenditures and contractual obligations. In recognition of the substantial growth of Starlink airtime services as a percentage of our revenue since the second quarter of 2024 and in an effort to increase margins, we entered an agreement in the fourth quarter of 2025 to purchase a substantial block of Starlink Global Priority data for $45.0 million. We made an upfront payment of $5.0 million upon entry into the agreement, a payment of $10.0 million in January 2026 and a payment of $6.0 million in February 2026. Periodic quarterly payments of the balance owed will continue over the course of the contract period, which runs through the first quarter of 2027. Our funding plans for our working capital needs and other commitments may be adversely impacted if our underlying assumptions regarding our anticipated revenues and expenses are not realized. If our operating results fail to meet our expectations, we could be required to seek additional funding through public or private financings or other arrangements. In that event, adequate funds may not be available when needed or may be available only on terms which could have a negative impact on our business and results of operations. In addition, if we raise funds by issuing equity securities, our stockholders may experience dilution.

Current wording

Based upon our current working capital position, current operating plans and expected business conditions, we expect to have sufficient funds, through at least twelve months from the date that this report is filed with the SEC, to fund our short-term and long-term working capital requirements, including capital expenditures and contractual obligations. In recognition of the substantial growth of Starlink airtime services as a percentage of our revenue since the second quarter of 2024 and in an effort to increase margins, we entered an agreement in the fourth quarter of 2025 to purchase a substantial block of Starlink Global Priority data for $45.0 million. We made an upfront payment of $5.0 million upon entry into the agreement, a payment of $10.0 million in January 2026, and payments of $6.0 million in each of February 2026 and May 2026. The remaining $18.0 million obligation will be paid in three quarterly payments through the first quarter of 2027. Our funding plans for our working capital needs and other commitments may be adversely impacted if our underlying assumptions regarding our anticipated revenues and expenses are not realized. If our operating results fail to meet our expectations, we could be required to seek additional funding through public or private financings or other arrangements. In that event, adequate funds may not be available when needed or may be available only on terms which could have a negative impact on our business and results of operations. In addition, if we raise funds by issuing equity securities, our stockholders may experience dilution.

Previous wording

Net cash used in operations was $8.3 million for the three months ended March 31, 2026 compared to net cash used in operations of $1.3 million for the three months ended March 31, 2025. The $7.0 million increase in net cash used in operations was primarily the result of a $11.6 million increase in cash outflows related to prepaid expenses and other current assets, which reflected the $16.0 million purchase of Starlink pooled data in 2026, a $2.2 million decrease in cash inflows relating to accounts receivable, a $1.4 million reduction in non-cash items, and a $0.2 million increase in cash outflows relating to accrued compensation, product warranty and other expenses, partially offset by a $5.4 million decrease in cash outflows related to accounts payable, a $2.3 million decrease in net loss, and a $0.7 million decrease in cash outflows relating to inventories.

Current wording

Net cash used in operations was $6.4 million for the six months ended June 30, 2026 compared to net cash provided by operations of $3.8 million for the six months ended June 30, 2025. The $10.2 million increase in net cash used in operations was primarily the result of a $14.3 million increase in cash outflows related to prepaid expenses and other current assets, which reflected the $22.0 million purchase of Starlink pooled data in 2026, a $0.5 million increase in cash outflows relating to accrued compensation, product warranty and other expenses, a $0.4 million reduction in non-cash items and a $0.2 million decrease in cash inflows relating to accounts receivable, partially offset by a $3.6 million decrease in cash outflows related to accounts payable, a $1.5 million decrease in net loss, and a $0.3 million decrease in cash outflows relating to inventories.

Previous wording

Net cash used in investing activities was $2.4 million for the three months ended March 31, 2026 compared to net cash used in investing activities of $0.6 million for the three months ended March 31, 2025. The $1.8 million increase in net cash used in investing activities was primarily the result of a $1.4 million increase in capital expenditures, partially offset by a $0.4 million decrease of proceeds from the sale of fixed assets.

Current wording

Net cash used in investing activities was $3.9 million for the six months ended June 30, 2026 compared to net cash provided by investing activities of $2.6 million for the six months ended June 30, 2025. The $6.5 million increase in net cash used in investing activities was primarily the result of the proceeds of $4.9 million from the sale of 50 Enterprise Center received in the six months ended June 30, 2025 as compared to no such proceeds in the six months ended June 30, 2026, a $0.6 million increase in acquisition of intangible assets, a $0.6 million decrease of proceeds from the sale of fixed assets and a $0.3 million increase in capital expenditures.

Previous wording

Net cash used in financing activities was $0.1 million for the three months ended March 31, 2026 compared to net cash used in financing activities of $0.2 million for the three months ended March 31, 2025. The $0.1 million decrease in net cash used in financing activities is the result of a $0.1 million increase in cash inflows related to the proceeds from stock options exercised.

Current wording

Net cash used in financing activities was $1.9 million for the six months ended June 30, 2026 compared to net cash used in financing activities of $1.2 million for the six months ended June 30, 2025. The $0.7 million increase in net cash used in financing activities is the result of a $1.3 million increase in cash outflows related to the repurchase of common stock, offset by a $0.6 million increase in cash inflows related to the proceeds from stock options exercised.

Previous wording

During the three months ended March 31, 2026, we repurchased 34 thousand shares of common stock in open market transactions at a cost of approximately $0.2 million. Except as noted above, there were no other repurchase programs outstanding.

Current wording

During the three months ended June 30, 2026, we repurchased 254 thousand shares of common stock in open market transactions at a cost of approximately $2.3 million. During the six months ended June 30, 2026, we repurchased 288 thousand shares of common stock in open market transactions at a cost of approximately $2.5 million. Except as noted above, there were no other repurchase programs outstanding.