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KVH INDUSTRIES, INC.

(KVHI)
  Report
Delayed Nasdaq  -  04:00 2022-09-23 pm EDT
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KVH INDUSTRIES INC DE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

08/09/2022 | 05:31pm EDT

Introduction


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 II of this quarterly report on Form 10-Q.
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.

Overview

We design, develop, manufacture and market mobile connectivity products and services for the marine and land mobile markets, and inertial navigation products for the defense and commercial markets. Our reporting segments are as follows:


•the mobile connectivity segment and
•the inertial navigation segment.
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Through these segments, we manufacture and sell our solutions in a number of
major geographic areas, including internationally. We generate a majority of our
revenues from various international locations, primarily consisting of
Singapore, Canada, countries in Europe, countries in Africa, other Asia/Pacific
countries, the Middle East, and India.

Disposition of Assets


On August 9, 2022, we entered into an Asset Purchase Agreement with EMCORE
Corporation to sell to EMCORE the Company's inertial navigation business for
gross proceeds of $55,000, less specified deductions and a holdback of $1,000
and subject to a working capital adjustment. The sale was completed
simultaneously with the execution and delivery of the Asset Purchase Agreement.
Simultaneously with the execution of the Asset Purchase Agreement, we entered
into a Transition Services Agreement with EMCORE, pursuant to which we agreed to
provide certain transition services to support the continued operation of the
inertial navigation business for a specified period of time following the sale.
The inertial navigation business did not meet the ASC 205-20 criteria to be
classified as held for sale as of June 30, 2022.

On August 9, 2022, we also terminated the 2018 Credit Agreement and the related
security and pledge agreements with Bank of America, N.A., as Administrative
Agent. At the time of termination, no borrowings were outstanding under the 2018
Credit Agreement. With the termination of this agreement, all associated liens
were released.

Disposition of Business

On April 29, 2022, KVH Media Group Limited, our wholly owned subsidiary, sold
its subsidiary KVH Media Group Entertainment Limited, which is in the KVH Media
Group reporting unit of our mobile connectivity segment, for net cash proceeds
of approximately $2.4 million. This transaction did not meet the criteria as a
discontinued operation under ASC 205-20. We recorded a gain on the sale of
approximately $0.6 million, which is recorded in other income, net in the
accompanying consolidated statements of operations. See Note 14 to our
consolidated interim financial statements for the reduction of goodwill and
intangibles associated with the KVH Media Group reporting unit as it relates to
the sale of this subsidiary.

Management Transition and Restructuring


On March 7, 2022, we announced that our President and Chief Executive Officer,
Martin Kits van Heyningen, was retiring from his executive and Board roles after
more than 40 years of service and assuming a consulting position with us. Brent
C. Bruun, our then Chief Operating Officer, was appointed as our interim
President and Chief Executive Officer. Subsequently, on June 15, 2022, he was
appointed as our President and Chief Executive Officer and as a Class II member
of the Board of Directors. We have incurred approximately $0.5 million of costs
associated with the management transition through June 30, 2022, including a
separation payment, consulting fees and health insurance coverage for Mr. Kits
van Heyningen, as well as professional and advisory fees, and expect to continue
to incur ongoing compensation expenses until March 2023. Approximately $0.4
million is accrued as of June 30, 2022.

In March 2022, we also restructured our operations to reduce costs and better
pursue a more focused strategy. We reduced our workforce by approximately 10%
and began incurring reduced expenses from these actions beginning in the second
quarter of 2022. Approximately $2.2 million of severance payments, other
employee benefits, and legal and advisory fees were incurred for the six months
ended June 30, 2022. We expect to incur an additional $0.2 million in severance
payments and other employee benefit costs through December 31, 2022 arising from
this restructuring. We also modified impacted employee's stock option and
restricted stock awards. Please see Note 5 to our consolidated interim financial
statements for further discussion.

Executive Employment Agreements

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In May 2022, we entered into executive employment agreements with each of Brent
C. Bruun, Roger A. Kuebel, Felise Feingold and Robert Balog in order to retain
their services and provide them with certain benefits in the event that we
terminate the executive's employment without cause (as defined in the agreement)
or the executive terminates his or her employment for good reason (as defined in
the agreement) (either such termination, a "Qualifying Termination"), including
following a change of control. The terms of the agreements are substantially
identical except as to title, salary, target bonus and reporting
responsibilities. The agreements provide that, if the executive continues to
serve as an employee through December 31, 2022 (the "Retention Date"), we will
pay the executive a retention bonus equal to 75% of the executive's base salary
at the agreement date, and we will accelerate the vesting of the executive's
equity awards that would otherwise have vested in the twelve months after the
Retention Date. Please see Note 5 to our consolidated interim financial
statements for further discussion regarding the equity compensation
modifications. If a Qualifying Termination occurs before December 31, 2022, the
executive will receive a pro rata portion of the retention bonus. If in
connection with such a termination the executive becomes entitled to receive the
change in control severance payments and benefits, the executive will also
become entitled to receive the full retention bonus, and the Retention Date will
be the later of the date of such change in control or such termination of
employment. For the three months ended June 30, 2022, we accrued approximately
$0.3 million for the executive employment agreements.

Mobile Connectivity Segment


Our mobile connectivity segment offers satellite communications products and
services. Our mobile connectivity products enable customers to receive voice and
Internet services and live digital television via satellite services in marine
vessels, recreational vehicles, buses and automobiles. We sell our mobile
connectivity products through an extensive international network of dealers and
distributors. We also sell and lease products to service providers and directly
to end users.

Our mobile connectivity service sales include sales of satellite voice and
Internet airtime services, engineering services provided under development
contracts, sales from product repairs, and extended warranty sales. This
segment's sales also include the distribution of entertainment, including news,
sports, music, and movies, to commercial and leisure customers in the maritime,
hotel, and retail markets through KVH Media Group. We typically recognize
revenue from media content sales ratably over the period of the service
contract. We provide, for monthly fixed fees and usage-based fees, satellite
connectivity services for broadband Internet, data and VoIP service to our
mini-VSAT Broadband customers. We also earn monthly usage fees for third-party
satellite connectivity for voice, data and Internet services to our Inmarsat and
Iridium customers who choose to activate their subscriptions with us.

Within the mobile connectivity segment, our marine leisure business is highly
seasonal, and seasonality can also impact our commercial marine business.
Historically, we have generated the majority of our 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. Temporary suspensions of our airtime services typically
increase in the third and fourth quarters of each year as boats are placed out
of service during the winter months.

Inertial Navigation Segment


Our inertial navigation segment offers precision fiber optic gyro (FOG)-based
systems that enable platform and optical stabilization, navigation, pointing,
and guidance. Our inertial navigation products also include TACNAV systems that
provide uninterrupted access to navigation and pointing information in a variety
of military vehicles, including tactical trucks and light armored vehicles. Our
inertial navigation products are sold directly to governments, both U.S. and
foreign, and government contractors, as well as through an international network
of authorized independent sales representatives. In addition, our inertial
navigation products are used in numerous commercial products, such as navigation
and positioning systems for various applications including precision mapping,
dynamic surveying, autonomous vehicles, train location control and track
geometry measurement systems, industrial robotics and optical stabilization. Our
inertial navigation service sales include engineering services provided under
development contracts, product repairs and extended warranty sales.

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Sales by Segment


We generate sales primarily from the sale of our mobile connectivity products
and services and our inertial navigation products and services. The following
table provides, for the periods indicated, our sales by segment:

                          Three Months Ended            Six Months Ended
                               June 30,                     June 30,
                          2022           2021          2022          2021
                            (in thousands)               (in thousands)

Mobile connectivity $ 34,553 $ 33,755 $ 67,704 $ 64,262 Inertial navigation 7,284 9,608 15,227 21,393 Net sales

             $   41,837      $ 43,363      $ 82,931      $ 85,655



Product sales within the mobile connectivity segment accounted for 16% and 19%
of our consolidated net sales for the three months ended June 30, 2022 and 2021,
respectively, and 16% and 17% of our consolidated net sales for the six months
ended June 30, 2022 and 2021, respectively. Sales of mini-VSAT Broadband airtime
service accounted for 62% and 53% of our consolidated net sales for the three
months ended June 30, 2022 and 2021, respectively, and 60% and 52% of our
consolidated net sales for the six months ended June 30, 2022 and 2021,
respectively.

Within our inertial navigation segment, net sales of FOG-based guidance and navigation systems accounted for 15% and 17% of our consolidated net sales for the three months ended June 30, 2022 and 2021, respectively, and 16% of our consolidated net sales for both the six months ended June 30, 2022 and 2021.


No other single product class accounted for 10% or more of our consolidated net
sales for the three months ended June 30, 2022 or 2021 or the six months ended
June 30, 2022 or 2021. No individual customer accounted for 10% or more of our
consolidated net sales for the three months ended June 30, 2022 or 2021 or the
six months ended June 30, 2022 or 2021.

We operate in a number of major geographic areas across the globe. We generate
our international net sales, based upon customer location, primarily from
customers located in Singapore, Canada, countries in Europe, countries in
Africa, other Asia/Pacific countries, the Middle East, and India. Revenues are
based upon customer location and internationally represented 63% and 60% of our
consolidated net sales for the three months ended June 30, 2022 and 2021,
respectively, and 63% and 61% of our consolidated net sales for the six months
ended June 30, 2022 and 2021, respectively. Sales to Singapore customers
represented 13% and 10% of our consolidated net sales for the three months ended
June 30, 2022 and 2021, respectively. No other individual foreign country
represented 10% or more of the our consolidated net sales for the three months
ended June 30, 2022 and 2021. Sales to Singapore customers represented 13% and
10% of our consolidated net sales for the six months ended June 30, 2022 and
2021, respectively. No other individual foreign country represented 10% or more
of the our consolidated net sales for the six months ended June 30, 2022 and
2021. See Note 11 to our consolidated interim financial statements for more
information on our segments.

Customer-Funded Research and Development

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In addition to our internally funded research and development efforts, we also
conduct research and development activities that are funded by our customers.
These activities relate primarily to engineering studies, surveys, prototype
development, program management, and standard product customization. In
accordance with accounting principles generally accepted in the United States of
America, we account for customer-funded research as service revenue, and we
account for the associated research and development costs as costs of service
and product sales. As a result, customer-funded research and development are not
included in the research and development expense that we present in our
statement of operations. The following table presents our total annual research
and development effort, representing the sum of research costs of service and
product sales and the operating expense of research and development as described
in our statement of operations. Our management believes this information is
useful because it provides a better understanding of our total expenditures on
research and development activities.
                                                                   Three Months Ended                     Six Months Ended
                                                                        June 30,                              June 30,
                                                                  2022                2021              2022              2021
                                                                     (in thousands)                        (in thousands)

Research and development expense presented on the statement of operations

                                               $    3,759      

$ 4,505 $ 8,408 $ 9,072 Costs of customer-funded research and development included in costs of service sales

                                           53                  78                 70              489

Total consolidated statements of operations expenditures on research and development activities

                         $    3,812             $ 4,583          $   8,478          $ 9,561



Supply Chain

During the six months ended June 30, 2022, we continued to experience delays in
the availability and delivery of certain raw material components, which has
impacted our manufacturing as well as resulted in shipping delays in getting
products out to our customers. We also experienced increase in raw material
costs, which we expect to continue throughout 2022. We are continuing to monitor
global developments and are prepared to implement any actions that we determine
to be necessary to sustain our business.

Critical Accounting Estimates


The discussion and analysis of our financial condition and results of operations
are based upon our consolidated interim financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these interim financial statements requires us
to make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expenses, and related disclosure at the date of our
interim financial statements. Our significant accounting policies are summarized
in Note 1 to the consolidated financial statements in our annual report on Form
10-K for the year ended December 31, 2021.

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. As described in our
annual report on Form 10-K for the year ended December 31, 2021, our accounting
policies for goodwill, intangible assets, and other long-lived assets were the
only estimates critical to an understanding and evaluation of our consolidated
financial statements. We have reviewed our accounting policies and critical
accounting estimates and determined that these remain our most critical
accounting policies and estimates for the six months ended June 30, 2022.

Readers should refer to our annual report on Form 10-K for the year ended December 31, 2021 under "Management's Discussion and Analysis of Financial Condition and Results of Operation-Critical Accounting Estimates" for descriptions of these policies and estimates, as well as the notes to the consolidated interim financial statements included elsewhere within this report.

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Results of Operations

The following table provides, for the periods indicated, certain financial data expressed as a percentage of net sales:

                                                                Three Months Ended                             Six Months Ended
                                                                     June 30,                                      June 30,
                                                            2022                   2021                   2022                   2021
Sales:
Product                                                        32.5  %                39.8  %                33.7  %                41.7  %
Service                                                        67.5                   60.2                   66.3                   58.3
Net sales                                                     100.0                  100.0                  100.0                  100.0
Cost and expenses:
Costs of product sales                                         26.6                   27.4                   26.3                   27.0
Costs of service sales                                         36.9                   37.2                   36.7                   36.8
Research and development                                        9.0                   10.4                   10.1                   10.6
Sales, marketing and support                                   16.7                   18.3                   18.5                   18.1
General and administrative                                     16.5                   20.1                   16.8                   18.5
Total costs and expenses                                      105.7                  113.4                  108.4                  111.0
Loss from operations                                           (5.7)                 (13.4)                  (8.4)                 (11.0)
Interest income                                                 0.5                    0.5                    0.5                    0.5
Interest expense                                                  -                      -                      -                      -
Other income (expense), net                                     2.2                      -                    1.3                   (0.9)
Loss before income tax expense (benefit)                       (3.0)                 (12.9)                  (6.6)                 (11.4)
Income tax expense (benefit)                                    0.6                    0.2                    0.7                   (0.1)
Net loss                                                       (3.6) %               (13.1) %                (7.3) %               (11.3) %


Three months ended June 30, 2022 and 2021

Net Sales


  As discussed further under the heading "Segment Discussion" below, product
sales decreased $3.7 million, or 21%, to $13.6 million for the three months
ended June 30, 2022 from $17.3 million for the three months ended June 30, 2021,
due to a decrease in inertial navigation product sales of $2.3 million and a
decrease in mobile connectivity product sales of $1.4 million. Service sales for
the three months ended June 30, 2022 increased $2.2 million, or 8%, to $28.3
million from $26.1 million for the three months ended June 30, 2021, primarily
due to an increase in mobile connectivity service sales of $2.2 million,
partially offset by a decrease in inertial navigation service sales of $0.1
million.

Costs of Sales


  Costs of sales consists of costs of product sales and costs of service sales.
Costs of sales decreased by $1.5 million, or 5%, in the three months ended June
30, 2022 to $26.5 million from $28.0 million in the three months ended June 30,
2021. The decrease in costs of sales was driven by a $0.8 million decrease in
costs of product sales and a $0.7 million decrease in costs of service sales. As
a percentage of net sales, costs of sales were 63% and 65% for the three months
ended June 30, 2022 and 2021, respectively.

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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, 2022, costs of product sales decreased by $0.8 million, or 7%, to
$11.1 million from $11.9 million in the three months ended June 30, 2021. As a
percentage of product sales, costs of product sales were 82% and 69% for the
three months ended June 30, 2022 and 2021, respectively. Mobile connectivity
costs of product sales decreased by $1.0 million, or 16%, primarily due to a
$0.9 million decrease in our marine mobile connectivity cost of product sales.
Mobile connectivity costs of product sales as a percentage of mobile
connectivity product sales were 79% and 77% for the three months ended June 30,
2022 and 2021, respectively. The decrease was primarily driven by sales volume
and product mix within our marine mobile connectivity cost of product sales.
Inertial navigation costs of product sales increased by $0.2 million, or 4%,
primarily due to a $1.3 million increase in expensed material and other
manufacturing period costs, partially offset by a $0.5 million decrease in FOG
and OEM costs of product sales and a $0.5 million decrease in our TACNAV costs
of product sales. As a percentage of inertial navigation product sales, costs of
inertial navigation product sales were 85% and 62% for the three months ended
June 30, 2022 and 2021, respectively.

Our costs of service sales consist primarily of satellite service capacity,
depreciation, service network overhead expense associated with our mini-VSAT
Broadband network infrastructure, direct network service labor, Inmarsat service
costs, product installation costs, engineering and related direct costs
associated with customer-funded research and development, media materials and
distribution costs, and service repair materials. For the three months ended
June 30, 2022, costs of service sales decreased by $0.7 million, or 4%, to $15.4
million from $16.1 million for the three months ended June 30, 2021. As a
percentage of service sales, costs of service sales were 55% and 62% for the
three months ended June 30, 2022 and 2021, respectively. Mobile connectivity
costs of service sales decreased by $0.8 million, or 5%, primarily due to a $0.4
million decrease in mini-VSAT airtime costs of service sales. This decrease was
primarily driven by the shutdown of our legacy Arclight network, partially
offset by an increase in costs associated with our HTS network due to increased
capacity required for additional customers. In addition, there was a $0.3
million decrease in content services cost of service sales, primarily driven by
the sale of a subsidiary in April 2022. As a percentage of mobile connectivity
service sales, costs of mobile connectivity service sales were 54% and 62% for
the three months ended June 30, 2022 and 2021, respectively. Inertial navigation
costs of service sales increased by $0.1 million, or 73%, primarily due to an
increase in repair services cost of service sales. As a percentage of inertial
navigation service sales, costs of inertial navigation service sales were 68%
and 33% for the three months ended June 30, 2022 and 2021, respectively.

Operating Expenses


  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, 2022 decreased by $0.7
million, or 17%, to $3.8 million from $4.5 million for the three months ended
June 30, 2021. The primary reason for the decrease in research and development
expense was a $0.9 million decrease in salaries, benefits and taxes, which was
driven by the reduction in our workforce in March 2022. This decrease was
partially offset by a $0.3 million increase in unfunded engineering expenses.
There was also a corresponding reallocation of the expense of the underlying
engineering work from costs of service sales, where funded engineering expenses
are reflected, to research and development expense, where unfunded engineering
expenses are reflected. As a percentage of net sales, research and development
expense was 9% and 10% for the three months ended June 30, 2022 and 2021,
respectively.

  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, 2022 decreased by $1.0 million, or 12%, to $7.0
million from $7.9 million for the three months ended June 30, 2021. The decrease
primarily resulted from a $1.0 million decrease in salaries, benefits and taxes,
which was driven by the reduction in our workforce in March 2022. This decrease
was partially offset by a $0.3 million increase in warranty expense. As a
percentage of net sales, sales, marketing and support expense was 17% and 18%
for the three months ended June 30, 2022 and 2021, respectively.

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  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, 2022 and 2021
decreased by $1.8 million, or 21%, to $6.9 million compared to $8.7 million,
respectively. The decrease primarily resulted from a $2.4 million decrease in
professional fees, primarily arising from a stockholder's nomination of a
completing slate of directors at our annual meeting of stockholders in 2021.
This decrease was partially offset by a $0.6 million increase in recruiting
expenses, which was driven by professional fees associated with the search for a
new Chief Executive Officer and replacements for two departed members of our
board of directors. As a percentage of net sales, general and administrative
expense was 16% and 20% for the three months ended June 30, 2022 and 2021,
respectively.

Interest and Other Income (Expense), Net


  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 period-over-period at $0.2 million for both of the three months
ended June 30, 2022 and 2021. Interest expense remained flat period-over-period
at less than $0.1 million for both of the three months ended June 30, 2022 and
2021. Other income (expense), net increased to other income, net of $0.9 million
for the three months ended June 30, 2022 from other expense, net of less than
$0.1 million for the three months ended June 30, 2021 primarily due to the sale
of KVH Media Group Entertainment Limited during the three months ended June 30,
2022.

Income Tax Expense

  Income tax expense for the three months ended June 30, 2022 was $0.2 million
and related to taxes on income earned in foreign jurisdictions. Income tax
expense for the three months ended June 30, 2021 was $0.1 million and related to
taxes on income earned in foreign jurisdictions.

                                       32

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Segment Discussion - Three months ended June 30, 2022 and 2021


Our net sales by segment for the three months ended June 30, 2022 and 2021 were
as follows:
                                                                                                              Change
                                                           For the three months ended June
                                                                         30,                               2022 vs. 2021
                                                               2022               2021                  $                   %
                                                                                   (dollars in thousands)
Mobile connectivity sales:
Product                                                    $    6,620          $  8,046          $      (1,426)             (18) %
Service                                                        27,933            25,709                  2,224                9  %
Net sales                                                  $   34,553          $ 33,755          $         798                2  %

Inertial navigation sales:
Product                                                    $    6,959          $  9,223          $      (2,264)             (25) %
Service                                                           325               385                    (60)             (16) %
Net sales                                                  $    7,284          $  9,608          $      (2,324)             (24) %



Operating income (loss) by segment for the three months ended June 30, 2022 and
2021 were as follows:
                                                                                                          Change
                                                       For the three months ended June
                                                                     30,                               2022 vs. 2021
                                                           2022               2021                  $                   %
                                                                               (dollars in thousands)
Mobile connectivity                                    $    4,525          $    580          $      3,945               680  %
Inertial navigation                                        (1,289)              645                (1,934)             (300) %
                                                       $    3,236          $  1,225          $      2,011               164  %
Unallocated                                                (5,568)           (7,027)                1,459                21  %
Loss from operations                                   $   (2,332)         $ (5,802)         $      3,470                60  %



Mobile Connectivity Segment


Net sales in the mobile connectivity segment increased by $0.8 million, or 2%,
for the three months ended June 30, 2022 as compared to the three months ended
June 30, 2021. Mobile connectivity product sales decreased by $1.4 million, or
18%, to $6.6 million for the three months ended June 30, 2022 from $8.0 million
for the three months ended June 30, 2021. The decrease in mobile connectivity
product sales was primarily due to a $1.3 million decrease in mini-VSAT
Broadband product sales. The decrease in mini-VSAT product sales was primarily
due to a decrease in unit sales volume.
Mobile connectivity service sales increased by $2.2 million, or 9%, to $27.9
million for the three months ended June 30, 2022 from $25.7 million for the
three months ended June 30, 2021. The increase was primarily due to a $2.7
million increase in our mini-VSAT service sales, partially offset by a $0.6
million decrease in our content service sales, primarily driven by the sale of a
subsidiary in April 2022.

The shutdown of our legacy Arclight network on December 31, 2021 impacted sales
of mini-VSAT products in 2021 and mini-VSAT services in 2022. During 2021,
mini-VSAT product sales benefited from the demand for units needed to migrate
from the legacy network to our HTS network. During 2022, mini-VSAT service sales
have been impacted by the loss of revenue from customers who did not migrate. As
of December 31, 2021, the monthly recurring revenue associated with those
customers was approximately $0.3 million. A number of these customer have since
returned, and when combined with new customers, mini-VSAT service revenue for
the three months ended June 30, 2022 was up 12% from the same quarter in 2021.

                                       33

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Operating income for the mobile connectivity segment increased $3.9 million for
the three months ended June 30, 2022 to operating income of $4.5 million as
compared to operating income of $0.6 million for the three months ended June 30,
2021. This increase resulted primarily from an increase in sales less associated
costs of $2.6 million and a $1.2 million decrease in salaries, benefits and
taxes, which was driven by the reduction in our workforce in March 2022.

Inertial Navigation Segment


Net sales in the inertial navigation segment decreased $2.3 million, or 24%, for
the three months ended June 30, 2022 as compared to the three months ended June
30, 2021. Inertial navigation product sales decreased $2.3 million, or 25%, to
$7.0 million for the three months ended June 30, 2022 from $9.2 million for the
three months ended June 30, 2021, primarily as a result of a $1.3 million
decrease in our TACNAV product sales and a $1.0 million decrease in FOG and OEM
product sales.

Inertial navigation service sales decreased $0.1 million, or 16%, to $0.3
million for the three months ended June 30, 2022 from $0.4 million for the three
months ended June 30, 2021. The decrease was due to a $0.1 million decrease in
repair services revenue.

Our operating loss for the inertial navigation segment changed by $1.9 million
to an operating loss of $1.3 million for the three months ended June 30, 2022 as
compared to operating income of $0.6 million for the three months ended June 30,
2021. This change resulted primarily from a decrease in sales less associated
costs of $2.6 million, partially offset by a $0.9 million decrease in salaries,
benefits and taxes, which was driven by the reduction in our workforce in March
2022.

Unallocated

Certain corporate-level costs have not been allocated because they are not attributable to either segment. These costs primarily consist of broad corporate functions, including executive, legal, finance, information technology, and costs associated with corporate actions.


Unallocated operating loss decreased $1.5 million, or 21%, for the three months
ended June 30, 2022 as compared to the three months ended June 30, 2021,
primarily due to a $2.6 million decrease in non-recurring legal and advisory
fees. In 2021, these fees were incurred as a result of a stockholder's
nomination of a competing slate of directors for our annual meeting of
stockholders. Partially offsetting this decrease was a $0.6 million increase in
recruiting expenses, which was driven by professional fees associated with the
search for a new Chief Executive Officer and replacements for two departed
members of our board of directors, and $0.3 million of one-time costs related to
the reduction in our workforce in March 2022.

Six months ended June 30, 2022 and 2021

Net Sales


As discussed further under the heading "Segment Discussion" below, product sales
decreased $7.8 million, or 22%, to $27.9 million for the six months ended
June 30, 2022 from $35.7 million for the six months ended June 30, 2021, due to
a decrease in inertial navigation product sales of $6.0 million and a decrease
in mobile connectivity product sales of $1.8 million. Service sales for the six
months ended June 30, 2022 increased $5.0 million, or 10%, to $55.0 million from
$50.0 million for the six months ended June 30, 2021 due to an increase in
mobile connectivity service sales of $5.2 million, partially offset by a
decrease in inertial navigation service sales of $0.2 million.

Costs of Sales


  Costs of sales decreased by $2.4 million, or 4%, in the six months ended
June 30, 2022 to $52.3 million from $54.7 million in the six months ended June
30, 2021. The decrease in costs of sales was driven by a $1.3 million decrease
in costs of product sales and a $1.1 million decrease in costs of service sales.
As a percentage of net sales, costs of sales were 63% and 64% for the six months
ended June 30, 2022 and 2021, respectively.

For the six months ended June 30, 2022, costs of product sales decreased by $1.3
million, or 5%, to $21.8 million from $23.1 million in the six months ended June
30, 2021. As a percentage of product sales, costs of product sales were 78% and
65% for the six months ended June 30, 2022 and 2021, respectively. Mobile
connectivity costs of product sales decreased by $0.7 million, or 6%, due to a
$0.5 million decrease in our marine mobile connectivity cost of product sales
and a $0.2 million decrease in our land mobile connectivity costs of product
sales. Mobile connectivity costs of product sales as a percentage of mobile
connectivity product sales were 81% and 76% for the six months ended June 30,
2022 and 2021, respectively. The increase was primarily driven by product mix
within our marine mobile connectivity cost of product sales. Inertial navigation
                                       34

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costs of product sales decreased by $0.6 million, or 5%, primarily due to a $1.8
million decrease in our TACNAV costs of product sales, partially offset by a
$1.0 million increase in expensed material and other manufacturing period costs.
Inertial navigation costs of product sales as a percentage of inertial
navigation product sales were 76% and 57% for the six months ended June 30, 2022
and 2021, respectively. The increase was primarily driven by product mix with a
decrease in higher margin TACNAV product sales.

For the six months ended June 30, 2022, costs of service sales decreased by $1.1
million, or 4%, to $30.4 million from $31.5 million for the six months ended
June 30, 2021. As a percentage of service sales, costs of service sales were 55%
and 63% for the six months ended June 30, 2022 and 2021, respectively. Mobile
connectivity costs of service sales decreased by $0.8 million, or 3%, primarily
due to a $0.4 million decrease in mini-VSAT airtime costs of service sales. This
decrease was primarily driven by the shutdown of our legacy Arclight network,
partially offset by an increase in costs associated with our HTS network due to
increased capacity required for additional customers. In addition, there was a
$0.3 million decrease in content services cost of service sales, primarily
driven by the sale of a subsidiary in April 2022. Mobile connectivity costs of
service sales as a percentage of mobile connectivity service sales were 55% and
63% for the six months ended June 30, 2022 and 2021, respectively. Inertial
navigation costs of service sales decreased by $0.3 million, or 52%, due to a
decrease in contract engineering services sales. Inertial navigation costs of
service sales as a percentage of inertial navigation service sales were 62% and
95% for the six months ended June 30, 2022 and 2021, respectively. This decrease
in costs of inertial navigation service sales was primarily due to a decrease in
costs relating to an engineering and services development contract from a major
U.S. defense contractor.

Operating Expenses

  Research and development expense for the six months ended June 30, 2022
decreased by $0.7 million, or 7%, to $8.4 million from $9.1 million for the six
months ended June 30, 2021. The primary reason for the decrease in research and
development expense was a $1.4 million decrease in salaries, benefits and taxes
(excluding costs associated with the previously mentioned reduction in force)
and a $0.4 million decrease in consulting fees. These decreases were partially
offset by a $0.7 million increase in unfunded engineering expenses and $0.4
million in one-time costs related to the reduction in our workforce in March
2022. With respect to the decrease in funded engineering expenses, there was
also a corresponding reallocation of the expense of the underlying engineering
work from costs of service sales, where funded engineering expenses are
reflected, to research and development expense, where unfunded engineering
expenses are reflected. As a percentage of net sales, research and development
expense was 10% and 11% for the six months ended June 30, 2022 and 2021,
respectively.

  Sales, marketing and support expense for the six months ended June 30, 2022
decreased by $0.2 million, or 1%, to $15.3 million from $15.5 million for the
six months ended June 30, 2021. The decrease in sales, marketing and support
expense resulted primarily from a $1.2 million decrease in salaries, benefits
and taxes (excluding costs associated with the previously mentioned reduction in
workforce in March 2022), a $0.2 million decrease in marketing expense and a
$0.2 million decrease in external commission expense, partially offset by $0.9
million in one-time costs related to the reduction in our workforce in March
2022 and a $0.5 million increase in warranty expense. As a percentage of net
sales, sales, marketing and support expense was 18% for both the six months
ended June 30, 2022 and 2021.

  General and administrative expense for the six months ended June 30, 2022
decreased by $1.9 million, or 12%, to $14.0 million from $15.8 million for the
six months ended June 30, 2021. The decrease in general and administrative
expense resulted primarily from a $3.1 million decrease in non-recurring legal
and advisory fees, primarily arising from a stockholder's nomination of a
competing slate of directors at our annual meeting of stockholders in 2021. This
decrease in expense was partially offset by a $0.6 million increase in
recruiting expenses, which was driven by professional fees associated with the
search for a new Chief Executive Officer and replacements for two recently
departed members of our board of directors, $0.5 million in expenses related to
the separation and retirement of Mr. Kits van Heyningen in March 2022, and $0.5
million in one-time costs related to the reduction in our workforce in March
2022. As a percentage of net sales, general and administrative expense was 17%
and 19% for the six months ended June 30, 2022 and 2021, respectively.

Interest and Other Income (Expense), Net


  Interest income decreased by less than $0.1 million to $0.4 million for the
six months ended June 30, 2022 from $0.5 million for the six months ended June
30, 2021. Interest expense remained flat period-over-period at less than $0.1
million for both the six months ended June 30, 2022 and 2021. Other income
(expense), net increased to other income, net of $1.1 million for the six months
ended June 30, 2022 from other expense, net of $0.8 million for the prior period
primarily due to an increase in foreign exchange gains from our UK operations
and the sale of KVH Media Group Entertainment Limited during the six months
ended June 30, 2022.

                                       35

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Income Tax Expense (Benefit)


  Income tax expense for the six months ended June 30, 2022 was $0.6 million and
related to taxes on income earned in foreign jurisdictions. Income tax benefit
for the six months ended June 30, 2021 was $0.1 million and related to losses
generated in foreign jurisdictions.

Segment Discussion - Six months ended June 30, 2022 and 2021


Our net sales by segment for the six months ended June 30, 2022 and 2021 were as
follows:
                                                                                                             Change
                                                          For the six months ended June
                                                                       30,                                2022 vs. 2021
                                                             2022               2021                  $                    %
                                                                                  (dollars in thousands)
Mobile connectivity sales:
Product                                                  $   13,183          $ 14,937          $      (1,754)               (12) %
Service                                                      54,521            49,325                  5,196                 11  %
Net sales                                                $   67,704          $ 64,262          $       3,442                  5  %

Inertial navigation sales:
Product                                                  $   14,766          $ 20,764          $      (5,998)               (29) %
Service                                                         461               629                   (168)               (27) %
Net sales                                                $   15,227          $ 21,393          $      (6,166)               (29) %



Operating income (loss) by segment for the six months ended June 30, 2022 and
2021 were as follows:
                                                                                                         Change
                                                      For the six months ended June
                                                                   30,                                2022 vs. 2021
                                                         2022               2021                  $                    %
                                                                              (dollars in thousands)
Mobile connectivity                                  $    5,830          $    183          $      5,647               3,086  %
Inertial navigation                                      (1,749)            2,735                (4,484)               (164) %
                                                     $    4,081          $  2,918          $      1,163                  40  %
Unallocated                                             (11,121)          (12,327)                1,206                  10  %
Loss from operations                                 $   (7,040)         $ (9,409)         $      2,369                  25  %



Mobile Connectivity Segment


Net sales in the mobile connectivity segment increased by $3.4 million, or 5%,
for the six months ended June 30, 2022 as compared to the six months ended
June 30, 2021. Mobile connectivity product sales decreased by $1.8 million, or
12%, to $13.2 million for the six months ended June 30, 2022 from $14.9 million
for the six months ended June 30, 2021. The decrease in mobile connectivity
product sales was primarily due to a $1.1 million decrease in mini-VSAT
Broadband product sales and a $0.3 million decrease in TracVision product sales.
The decrease in mini-VSAT Broadband product sales was primarily due to a
decrease in unit sales volume.

Mobile connectivity service sales increased by $5.2 million, or 11%, to $54.5
million for the six months ended June 30, 2022 from $49.3 million for the six
months ended June 30, 2021. The increase was primarily due to a $5.4 million
increase in our mini-VSAT service sales, partially offset by a $0.4 million
decrease in our content services sales, primarily driven by the sale of a
subsidiary in April 2022.

                                       36

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Operating income for the mobile connectivity segment increased by $5.6 million
to $5.8 million for the six months ended June 30, 2022 as compared to
$0.2 million for the six months ended June 30, 2021. This increase resulted
primarily from an increase in sales less associated costs of $4.9 million, a
$1.5 million decrease in salaries, benefits and taxes (excluding costs
associated with the previously mentioned reduction in workforce in March 2022)
and a $0.4 million decrease in legal and professional fees, partially offset by
$1.1 million in one-time costs related to the reduction in our workforce in
March 2022 and a $0.4 million increase in warranty expense.

Inertial Navigation Segment


Net sales in the inertial navigation segment decreased $6.2 million, or 29%, for
the six months ended June 30, 2022 as compared to the six months ended June 30,
2021. Inertial navigation product sales decreased by $6.0 million, or 29%, to
$14.8 million for the six months ended June 30, 2022 from $20.8 million for the
six months ended June 30, 2021. This decrease was primarily due to a $5.8
million decrease in TACNAV product sales.

Inertial navigation service sales decreased $0.2 million, or 27%, to $0.5 million for the six months ended June 30, 2022 from $0.6 million for the six months ended June 30, 2021. The decrease was primarily due a decrease in contract engineering service revenues.


Our operating loss for the inertial navigation segment changed by $4.5 million
to an operating loss of $1.7 million for the six months ended June 30, 2022 as
compared to operating income of $2.7 million for the six months ended June 30,
2021. This change resulted primarily from a decrease in sales less associated
costs of $5.3 million and $0.3 million in one-time costs related to the
reduction in our workforce in March 2022, partially offset by a $1.4 million
decrease in salaries, benefits and taxes (excluding costs associated with the
previously mentioned reduction in workforce in March 2022).

Unallocated


Unallocated operating loss decreased $1.2 million, or 10%, for the six months
ended June 30, 2022 as compared to the six months ended June 30, 2021 primarily
due to a $3.1 million decrease in non-recurring legal and advisory fees. In
2021, these fees were incurred as a result of a stockholder's nomination of a
competing slate of directors for our annual meeting of stockholders. Partially
offsetting this decrease was $0.6 million of expenses related to the separation
and retirement of Mr. Kits van Heyningen in March 2022, a $0.6 million increase
in recruiting expenses, which was driven by professional fees associated with
the search for a new Chief Executive Officer and replacements for two recently
departed members of our board of directors, and $0.4 million in one-time costs
related to the reduction in our workforce in March 2022.

Backlog


Backlog is not a meaningful indicator for predicting revenue in future periods.
Commercial resellers for our mobile connectivity products and legacy products
typically do not carry extensive inventories and rely on us to ship products
quickly. Generally, due to rapid delivery of our commercial products, our
backlog for those products is not significant.

Our backlog for all products and services was $3.5 million and $23.9 million as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, $3.5 million of our backlog was scheduled for fulfillment in 2022 and $0.1 million was scheduled for fulfillment in 2023.


Backlog consists of orders evidenced by written agreements and specified
delivery dates for customers who are acceptable credit risks. We do not include
satellite connectivity service sales in our backlog even though many of our
satellite connectivity customers have signed annual or multi-year service
contracts providing for a fixed monthly fee. Military orders included in backlog
are generally subject to cancellation for the convenience of the customer. When
orders are canceled, we generally recover actual costs incurred through the date
of cancellation and the costs resulting from termination. As of June 30, 2022,
our backlog included $0.0 million in orders that are subject to cancellation for
convenience by the customer. Individual orders for inertial navigation products
are often large and may require procurement of specialized long-lead components
and allocation of manufacturing resources. The complexity of planning and
executing larger orders generally requires customers to order well in advance of
the required delivery date, resulting in backlog.
                                       37

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Liquidity and Capital Resources


Our primary liquidity needs have been to fund general business requirements,
including working capital requirements and capital expenditures. In recent
years, we have funded our operations primarily from the sale of a business in
2019, a PPP loan, cash flows from operations, bank financings and proceeds
received from exercises of stock options and the issuance of stock.

In May 2020, we received a $6.9 million loan from Bank of America, N.A. (the
Lender), under the PPP, which was established under the CARES Act. Pursuant to
the terms of the CARES Act, in August 2021, we applied for forgiveness of the
full amount of the PPP Loan. On September 24, 2021, we received notification
from the bank that, on September 19, 2021, the U.S. Small Business
Administration (the SBA) had determined that the PPP Loan forgiveness
application was approved, and the PPP Loan, including all accrued interest
thereon, was paid in full by the SBA.

As of June 30, 2022, we had $15.6 million in cash, cash equivalents, and
marketable securities, of which $2.7 million in cash and cash equivalents was
held in local currencies by our foreign subsidiaries. Our foreign subsidiaries
held no marketable securities as of June 30, 2022. As of June 30, 2022, we had
$52.0 million in working capital. 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, primarily using our existing cash, cash equivalents and marketable
securities and any operating cash flow. 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.

Net cash used in operations was $3.2 million for the six months ended June 30,
2022 compared to net cash provided by operations of $4.8 million for the six
months ended June 30, 2021. The $8.0 million change in cash used in operations
is primarily due to an $8.7 million increase in cash outflows relating to
inventories, a $1.7 million decrease in non-cash items, a $1.1 million increase
in cash outflows related to accounts payable and accrued expenses, and a $1.1
million decrease in cash inflows relating to accounts receivable. Partially
offsetting these items was a $3.6 million decrease in net loss, a $0.7 million
decrease in cash outflows related to contract liabilities and long-term contract
liabilities, and a $0.4 million decrease in cash outflows related to other
non-current assets and non-current contract assets.

Net cash provided by investing activities was $2.3 million for the six months
ended June 30, 2022 compared to net cash used in investing activities of $10.5
million for the six months ended June 30, 2021. The $12.8 million change in net
cash provided by investing activities was primarily the result of an $8.0
million increase in net cash inflows relating to the purchase and sales of
marketable securities and a $2.5 million decrease in capital expenditures, as
well as $2.4 million in proceeds from the sale of KVH Media Group Entertainment
Limited.

Net cash provided by financing activities was $0.2 million for the six months
ended June 30, 2022 compared to net cash provided by financing activities of
$2.3 million for the six months ended June 30, 2021. The $2.1 million decrease
in net cash provided by financing activities is primarily attributable to the
$2.1 million decrease in cash inflows relating to proceeds from stock options
exercised and the employee stock purchase plan.

Borrowing Arrangements

Paycheck Protection Program Loan


In May 2020, we received a $6.9 million loan from the Lender under the PPP,
which was established under the CARES Act and is administered by the SBA. The
term of the PPP Loan was two years from the funding date, and the interest rate
was 1.00%. Interest on the loan accrued from the funding date, but was deferred.
In August 2021, we applied for forgiveness of the full amount of the PPP Loan.
On September 24, 2021, we received notification from the Lender that, on
September 19, 2021, the SBA had determined that the PPP Loan forgiveness
application was approved, and the PPP Loan, including all accrued interest
thereon, was paid in full by the SBA.

                                       38
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Line of Credit


Effective October 30, 2018, we entered into an amended and restated three-year
senior secured credit facility agreement (the 2018 Credit Agreement) with Bank
of America, N.A., as Administrative Agent, and the lenders named from time to
time as parties thereto (the 2018 Lenders), which included a reducing revolving
credit facility (the 2018 Revolver) of up to $20.0 million initially and
reducing to $15.0 million on December 31, 2019, to be used for general corporate
purposes. Our obligations under the 2018 Credit Agreement are secured by
substantially all of our assets and the pledge of equity interests in certain of
our subsidiaries. As of June 30, 2022, no amounts were outstanding under the
2018 Revolver.

Borrowings under the 2018 Revolver are subject to the satisfaction of various
conditions precedent at the time of each borrowing, including the continued
accuracy of our representations and warranties and the absence of any default
under the 2018 Credit Agreement. As of June 30, 2022, the full balance of the
$15.0 million facility was available for borrowing.

The 2018 Credit Agreement contains two financial covenants, a maximum
Consolidated Leverage Ratio and a minimum Consolidated Fixed Charge Coverage
Ratio, each as defined in the 2018 Credit Agreement. The Consolidated Leverage
Ratio could not exceed 2.50:1.00 through December 31, 2020 and may not exceed
2.00:1.00 after December 31, 2020. The Consolidated Fixed Charge Coverage Ratio
may not be less than 1.25:1.00.

On July 30, 2020, we amended the 2018 Credit Agreement to reflect the incurrence
of the PPP loan. Under the amended facility, the principal and interest on the
PPP loan were not included in the maximum Consolidated Leverage Ratio or the
minimum Consolidated Fixed Charge Coverage Ratio calculations except as to any
portion of the PPP Loan that is not ultimately forgiven. In September 2021, the
PPP Loan was forgiven in full.

On October 29, 2021, we amended the 2018 Credit Agreement to maintain the $15.0
million 2018 Revolver, extend the maturity date of the 2018 Revolver to October
28, 2022, eliminate the Consolidated Fixed Charge Coverage Ratio financial
covenant, add a minimum trailing four-quarter Consolidated Adjusted EBITDA
financial covenant of $3.0 million, modify the definition of Consolidated
Adjusted EBITDA, modify the interest rate margins and certain lender fees, and
transition the interest rate provisions based on LIBOR to the Bloomberg Short
Term Bank Yield Index. In addition, Bank of America became the sole lender under
the 2018 Credit Agreement. We were in compliance with these financial covenants
as of June 30, 2022.

The 2018 Credit Agreement imposes certain other affirmative and negative
covenants, including without limitation covenants with respect to the payment of
taxes and other obligations, compliance with laws, performance of material
contracts, creation of liens, incurrence of indebtedness, investments,
dispositions, fundamental changes, restricted payments, changes in the nature of
our business, transactions with affiliates, corporate and accounting changes,
and sale and leaseback arrangements.

Other Matters


We intend to continue to invest in the mini-VSAT Broadband network on a global
basis. As part of the future potential capacity expansion, we plan to acquire
additional satellite capacity from satellite operators, expend funds to seek
regulatory approvals and permits, develop product enhancements in anticipation
of the expansion, and hire additional personnel. From time to time we have
entered into multi-year agreements to lease satellite capacity, and we have also
purchased numerous satellite hubs to support the added capacity. These
transactions can involve millions of dollars.

© Edgar Online, source Glimpses

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