{"url_path":"/sec/kvhi/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 Form 10-K Summary","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-10","source_url":"https://www.sec.gov/Archives/edgar/data/1007587/0001007587-26-000004-index.html","accession_number":"0001007587-26-000004","cik":"0001007587","ticker":"KVHI","issuer_name":"KVH INDUSTRIES INC \\DE\\","edgar_url":"https://www.sec.gov/Archives/edgar/data/1007587/0001007587-26-000004-index.html","primary_entity_key":"0001007587","primary_entity_name":"KVH INDUSTRIES INC \\DE\\"},"word_count":15999,"has_tables":true,"body_markdown":"ITEM 16.Form 10-K Summary\n\nNone.\n\nSIGNATURES\n\nPursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.\n\n KVH Industries, Inc.\n\nDate: March 10, 2026By:\n/S/    BRENT C. BRUUN\n\nBrent C. Bruun\nPresident, Chief Executive Officer and Director\n\nPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.\n\nName TitleDate\n\n/S/ BRENT C. BRUUNPresident, Chief Executive Officer and Director (Principal Executive Officer)March 10, 2026\n\nBrent C. Bruun\n\n/S/ ANTHONY F. PIKEChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)March 10, 2026\n\nAnthony F. Pike\n\n/S/ DAVID M. TOLLEYChairman of the Board of DirectorsMarch 10, 2026\n\nDavid M. Tolley\n\n/S/ STEPHEN H. DECKOFFDirectorMarch 10, 2026\n\nStephen H. Deckoff\n\n/S/ DAVID B. KAGANDirectorMarch 10, 2026\n\nDavid B. Kagan\n\n/S/ JOSEPH A. SPYTEKDirectorMarch 10, 2026\n\nJoseph A. Spytek\n\n42\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nReport of Independent Registered Public Accounting Firm\n\nBoard of Directors and Stockholders\n\nKVH Industries, Inc.\n\nOpinion on the financial statements\n\nWe have audited the accompanying consolidated balance sheets of KVH Industries, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.\n\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 10, 2026 expressed an unqualified opinion.\n\nBasis for opinion\n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\nCritical audit matters\n\nCritical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We have determined that there are no critical audit matters.\n\n/s/ GRANT THORNTON LLP\n\nWe have served as the Company’s auditor since 2014.\n\nHartford, Connecticut\n\nMarch 10, 2026\n\n43\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nCONSOLIDATED BALANCE SHEETS\n\n(in thousands, except share and per share data)\n\n December 31,\n\n 20252024\n\nASSETS\n\nCurrent assets:\n\nCash and cash equivalents$69,910 $50,572 \n\nAccounts receivable, net of allowance for credit losses of $712 and $1,006 as of December 31, 2025 & December 31, 2024, respectively\n25,049 21,624 \n\nInventories14,859 22,953 \n\nPrepaid expenses and other current assets7,980 16,016 \n\nCurrent assets held for sale— 11,410 \n\nTotal current assets117,798 122,575 \n\nProperty and equipment, net22,032 27,014 \n\nIntangible assets, net3,717 828 \n\nGoodwill732 — \n\nRight of use assets4,382 1,361 \n\nOther non-current assets2,237 3,146 \n\nDeferred income tax asset602 157 \n\nTotal assets$151,500 $155,081 \n\nLIABILITIES AND STOCKHOLDERS’ EQUITY\n\nCurrent liabilities:\n\nAccounts payable$4,498 $4,316 \n\nAccrued airtime1,500 745 \n\nAccrued compensation and employee-related expenses5,175 4,728 \n\nAccrued loss on future firm purchase commitments— 919 \n\nAccrued other2,358 2,134 \n\nAccrued product warranty costs644 607 \n\nDeferred revenue1,155 1,039 \n\nCurrent operating lease liability547 660 \n\nLiability for uncertain tax positions793 724 \n\nTotal current liabilities16,670 15,872 \n\nLong-term operating lease liability3,841 569 \n\nDeferred income tax liability5 15 \n\nTotal liabilities$20,516 $16,456 \n\nCommitments and contingencies (Notes 1, 6, 13 and 14)\n\nStockholders’ equity:\n\nPreferred stock, $0.01 par value. Authorized 1,000,000 shares; none issued\n— — \n\nCommon stock, $0.01 par value. Authorized 30,000,000 shares, 21,294,655 and 21,240,525 shares issued at December 31, 2025 and December 31, 2024, respectively; and 19,511,836 and 19,784,416 shares outstanding at December 31, 2025 and December 31, 2024, respectively\n213 212 \n\nAdditional paid-in capital168,900 167,287 \n\nAccumulated deficit(20,135)(12,752)\n\nAccumulated other comprehensive loss(4,161)(4,032)\n\n144,817 150,715 \n\nLess: treasury stock at cost, common stock, 1,782,819 and 1,456,109 shares as of December 31, 2025 and December 31, 2024, respectively\n(13,833)(12,090)\n\nTotal stockholders’ equity130,984 138,625 \n\nTotal liabilities and stockholders’ equity$151,500 $155,081 \n\nSee accompanying Notes to Consolidated Financial Statements.\n\n44\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF OPERATIONS\n\n(in thousands, except per share amounts)\n\n Year Ended December 31,\n\n 20252024\n\nSales:\n\nService$98,407 $96,446 \n\nProduct12,602 17,382 \n\nNet sales111,009 113,828 \n\nCosts and expenses:\n\nCosts of service sales63,712 60,002 \n\nCosts of product sales19,275 18,607 \n\nResearch and development3,457 8,439 \n\nSales, marketing and support20,448 21,013 \n\nGeneral and administrative15,288 16,513 \n\nLong-lived assets impairment charge— 1,137 \n\nTotal costs and expenses122,180 125,711 \n\nLoss from operations(11,171)(11,883)\n\nInterest income2,568 3,039 \n\nInterest expense— 2 \n\nOther income (expense), net1,089 (1,781)\n\nLoss before income tax (benefit) expense(7,514)(10,627)\n\nIncome tax (benefit) expense(131)421 \n\nNet loss$(7,383)$(11,048)\n\nNet loss per common share\n\nBasic$(0.38)$(0.57)\n\nDiluted$(0.38)$(0.57)\n\nWeighted average number of shares outstanding:\n\nBasic19,398 19,389 \n\nDiluted19,398 19,389 \n\nSee accompanying Notes to Consolidated Financial Statements.\n\n45\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS\n\n(in thousands)\n\nYear Ended December 31,\n\n20252024\n\nNet loss$(7,383)$(11,048)\n\nOther comprehensive (loss) income, net of tax:\n\nForeign currency translation adjustment(129)153 \n\nOther comprehensive (loss) income, net of tax (1)\n(129)153 \n\nTotal comprehensive loss$(7,512)$(10,895)\n\n(1) Tax impact was nominal for all periods.\n\nSee accompanying Notes to Consolidated Financial Statements.\n\n46\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY\n\n(in thousands)\n\n Common StockAdditional\nPaid-in\nCapitalAccumulated DeficitAccumulated\nOther\nComprehensive\nLossTreasury StockTotal\nStockholders’\nEquity\n\n SharesAmountSharesAmount\n\nBalance at December 31, 2023\n21,067 $211 $165,140 $(1,704)$(4,185)(1,456)$(12,090)$147,372 \n\nNet loss— — — (11,048)— — — (11,048)\n\nOther comprehensive income— — — — 153 — — 153 \n\nStock-based compensation— — 2,027 — — — — 2,027 \n\nIssuance of common stock under employee stock purchase plan27 — 109 — — — — 109 \n\nExercise of stock options and issuance of restricted stock awards, net of forfeitures147 1 11 — — — — 12 \n\nBalance at December 31, 2024\n21,241 $212 $167,287 $(12,752)$(4,032)(1,456)$(12,090)$138,625 \n\nNet loss— — — (7,383)— — — (7,383)\n\nOther comprehensive loss— — — — (129)— — (129)\n\nStock-based compensation— — 1,567 — — — — 1,567 \n\nIssuance of common stock under employee stock purchase plan4 — 17 — — — — 17 \n\nAcquisition of treasury stock— — — — — (327)(1,743)(1,743)\n\nExercise of stock options and issuance of restricted stock awards, net of forfeitures50 1 29 — — — — 30 \n\nBalance at December 31, 202521,295 $213 $168,900 $(20,135)$(4,161)(1,783)$(13,833)$130,984 \n\nSee accompanying Notes to Consolidated Financial Statements.\n\n47\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\n(in thousands)\n\n Year Ended December 31,\n\n 20252024\n\nCash flows from operating activities:\n\nNet loss$(7,383)$(11,048)\n\nAdjustments to reconcile net loss to net cash provided by (used in) operating activities:\n\nProvision for credit losses(45)217 \n\nDepreciation and amortization\n10,696 13,298 \n\nImpairment charge to goodwill and long-lived assets— 1,137 \n\nDeferred income taxes\n(455)113 \n\n(Gain) loss on disposals of fixed assets(381)1,220 \n\nStock-based compensation1,567 2,027 \n\nUnrealized currency translation (gain) loss(101)188 \n\nGain on sale of fixed assets located at 50 Enterprise Center Middletown, Rhode Island(1,319)— \n\nLoss on sale of fixed assets located at 75 Enterprise Center Middletown, Rhode Island300 — \n\nChanges in operating assets and liabilities:\n\nAccounts receivable\n(4,280)3,812 \n\nInventories\n8,709 (3,908)\n\nPrepaid expenses and other current assets8,082 (11,661)\n\nOther non-current assets1,047 333 \n\nAccounts payable\n176 (446)\n\nDeferred revenue42 (728)\n\nAccrued compensation, product warranty and other453 (7,724)\n\nNet cash provided by (used in) operating activities$17,108 $(13,170)\n\nCash flows from investing activities:\n\nCapital expenditures(7,355)(7,417)\n\nCash paid for acquisition of intangible assets(34)(74)\n\nCash paid for business combination(3,775)— \n\nProceeds from the sale of fixed assets2,288 1,403 \n\nProceeds from the sale of fixed assets located at 50 Enterprise Center Middletown, Rhode Island4,926 — \n\nProceeds from the sale of fixed assets located at 75 Enterprise Center Middletown, Rhode Island7,838 — \n\nPurchases of marketable securities— (1,990)\n\nMaturities and sales of marketable securities— 60,467 \n\nNet cash provided by investing activities$3,888 $52,389 \n\nCash flows from financing activities:\n\nProceeds from stock options exercised and employee stock purchase plan50 110 \n\nRepurchase of treasury stock(1,743)— \n\nNet cash (used in) provided by financing activities$(1,693)$110 \n\nEffect of exchange rate changes on cash and cash equivalents35 (51)\n\nNet increase in cash and cash equivalents19,338 39,278 \n\nCash and cash equivalents at beginning of period50,572 11,294 \n\nCash and cash equivalents at end of period$69,910 $50,572 \n\nSupplemental disclosure of cash flow information:\n\nSettlement of certain receivables for a business combination\n$945 $— \n\nChanges in accrued other and accounts payable related to property and equipment additions$35 $5 \n\nRight of use assets (ROU) assets arising from entering into new operating lease obligations $3,776 $1,089 \n\nSee accompanying Notes to Consolidated Financial Statements.\n\n48\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(1)Summary of Significant Accounting Policies\n\n(a)Description of Business\n\nKVH develops, markets, and supports mobile connectivity and managed services and products for the marine and land markets.\n\nKVH’s service sales primarily represent revenue earned from satellite Internet airtime services. In March 2023, KVH began selling terminals for the Starlink Low Earth Orbit (LEO) service and in September 2023 became a Starlink authorized hardware and airtime reseller. In October 2024, KVH expanded its portfolio to include Starlink Local Priority data plans, which is suitable for fixed and mobile uses on land and inland waterways, including lakes and rivers. KVH further expanded its LEO service and hardware portfolio in January 2025 with the launch of the Eutelsat OneWeb service for maritime applications. In addition, KVH provides, for monthly fixed and per-usage fees, satellite connectivity encompassing broadband Internet and Voice over Internet Protocol (VoIP) services, to its TracNet® H-series and TracPhone® V-HTS series customers via KVH’s global high-throughput satellite (HTS) network. Following the July 2022 launch of the KVH ONE® hybrid network and TracNet H-series terminals and the subsequent introduction of the TracNet Coastal cellular/Wi-Fi terminal, KVH began to supplement its satellite-only airtime revenue with revenue from its cellular airtime service. KVH provides this combination of services and products in more than 130 countries. The May 2023 introduction of the KVH ONE OpenNet Program expanded access to KVH’s global HTS network and airtime services to non-KVH terminals.\n\nAgilePlans, KVH’s connectivity as a service offering, is a monthly subscription model that provides global connectivity to commercial maritime customers. The subscription can include KVH VSAT terminals and data service, Starlink and Eutelsat OneWeb terminals and data service, KVH’s CommBox™ Edge Communications Gateway and associated service licensing, VoIP, daily news, subsidized shipping and installation, and global support for a monthly fee with no minimum contract commitment. KVH offers AgilePlans subscribers a variety of airtime data plans with varying data speeds and fixed data usage levels with per megabyte overage charges. These airtime plans are similar to those that the Company offers to customers who elect to purchase or lease a TracNet H-series, TracPhone V-HTS series, Starlink, or Eutelsat OneWeb terminal.\n\nThe Company recognizes the monthly AgilePlans subscription fee as service revenue over the service delivery period. The Company retains ownership of the hardware it provides to AgilePlans customers, who must return the hardware to KVH if they decide to terminate the service. Because KVH does not sell the hardware under AgilePlans, the Company does not recognize any product revenue when the hardware is deployed to an AgilePlans customer. KVH records the cost of the hardware used by AgilePlans customers as revenue-generating assets and depreciates the cost over an estimated useful life of two to five years. Since the Company retains ownership of the hardware, it does not accrue any warranty costs for AgilePlans hardware; however, any maintenance or refurbishment costs on the hardware are expensed in the period these costs are incurred.\n\nService sales also include the distribution of commercially licensed entertainment, including movies, television programming, news, and music, to commercial customers in the maritime market through the KVH Media Group, along with supplemental value-added cybersecurity, email, and crew Internet services. In addition, KVH earns monthly usage fees from third-party satellite connectivity services, including VoIP, data and Internet services, provided to its Viasat/Inmarsat and Iridium customers who choose to activate their subscriptions with KVH. Service sales also include sales from product repairs and extended warranty sales.\n\nKVH’s satellite-only and hybrid products enable marine 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, the Company’s in-motion television terminals permit customers to receive live digital television via regional satellite services in marine vessels, recreational vehicles, buses and automobiles. KVH sells its products through an extensive international network of dealers and distributors. KVH also sells and leases products to service providers and end users.\n\nKVH’s marine leisure business is highly seasonal. Seasonality can also impact the Company’s commercial marine business, although typically to a lesser degree. Temporary suspensions of the Company’s airtime services typically increase in the fourth and first quarters of each year as boats are placed out of service during the winter months. Historically, the Company\n\n49\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nhas generated the majority of its marine leisure product revenues during the first and second quarters of each year, and these revenues typically decline in the third and fourth quarters of each year, compared to the first two quarters.\n\nIn February 2024, the Company announced a staged wind-down of its product manufacturing operations at its Middletown, Rhode Island location. The Company expects that it will continue its product manufacturing activities in order to generate a targeted amount of inventory of maritime satellite connectivity and satellite television terminals to meet anticipated demand and that it will cease substantially all manufacturing activity by the end of 2026. The wind-down has been extended because the reduced workforce has been prioritizing fulfillment of LEO product orders and refurbishing AgilePlan terminals over manufacturing new units. The Company expects to continue to facilitate customer transition to third-party hardware products compatible with its mobile satellite communications services. Please see Note 15 for additional details surrounding the wind-down of the Company's manufacturing activities.\n\n(b)Principles of Consolidation\n\nThe accompanying consolidated financial statements of KVH Industries, Inc. and its wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America. All of the operating expenses of the subsidiaries that serve as the Company’s European, Singaporean, Japanese, and Brazilian international distributors are reflected within sales, marketing, and support within the accompanying consolidated statements of operations. All significant intercompany accounts and transactions have been eliminated in consolidation.\n\n(c)Significant Estimates and Assumptions and Other Significant Non-Recurring Transactions\n\nThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. The estimates and assumptions used by management affect the Company’s revenue recognition, valuation of accounts receivable, valuation of inventory, valuation of prepaid assets, expected future cash flows (including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets and goodwill), estimated fair values of long-lived assets (including goodwill, amortization methods and amortization periods), certain accrued expenses and other related charges, stock-based compensation, contingent liabilities, forfeitures and key valuation assumptions for its share-based awards, estimated fulfillment costs for warranty obligations, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance, and the valuation of right-of-use assets and lease liabilities.\n\nAlthough the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances.\n\n50\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(d)Concentration of Credit Risk and Single Source Suppliers\n\nCash, cash equivalents and marketable securities. The Company is potentially subject to financial instrument concentration of credit risk through its cash, cash equivalent and marketable securities investments. To mitigate these risks the Company maintains cash, cash equivalents and marketable securities with reputable and nationally recognized financial institutions. As of December 31, 2025, substantially all of the cash and cash equivalents were held by Bank of America, N.A. In the fourth quarter of 2024, the balance of our marketable securities held by Wells Fargo was liquidated and transferred to an interest-bearing account held by Bank of America, N.A.\n\nTrade accounts receivable. Concentrations of risk (see Note 11) with respect to trade accounts receivable are generally limited due to the large number of customers and their dispersion across several geographic areas. Although the Company does not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of those individual customers. The Company establishes allowances for potential expected credit losses and evaluates, on a monthly basis, the adequacy of those reserves based upon historical experience and its expectations for future collectability concerns. The Company performs ongoing credit evaluations of the financial condition of its customers and generally does not require collateral.\n\nThe allowance for credit losses is measured on a collective (pool basis) when similar risks characteristics exist. The Company has identified the following portfolio segment and measures the allowance for credit losses using the following method.\n\nTrade receivables - The Company measures expected credit losses on trade receivables using a blended approach that includes both an aging‑based analysis and specific reserves for individual customers. The allowance for credit losses reflects historical payment patterns and past credit loss experience, adjusted for current conditions and forward‑looking expectations regarding customer collectability. The Company also evaluates specific customers with known financial difficulties and records additional reserves when necessary.\n\nActivity within the Company’s allowance for credit losses for the periods presented is as follows:\n\n20252024\n\nBeginning balance$1,006 $1,168 \n\n(Reductions) additions(45)217 \n\nDeductions (write-offs/recoveries) from reserve(249)(379)\n\nEnding balance$712 $1,006 \n\nRevenue and operations. Certain components from third parties used in the Company’s products are procured from single sources of supply. The failure of a supplier, including a subcontractor, to deliver on schedule could delay or interrupt the Company’s delivery of products and thereby materially adversely affect the Company’s revenues and operating results.\n\n(e)Revenue Recognition\n\nIn accordance with Accounting Standards Codification (ASC) 606, revenue is recognized when a customer obtains control of promised products and services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these products and services. To achieve this core principle, the Company applies the following five steps:\n\n51\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n1) Identify the contract with a customer\n\nA contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors, including the customer’s historical payment pattern or, in the case of a new customer, published credit and financial information pertaining to the customer.\n\n2) Identify the performance obligations in the contract\n\nPerformance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised products and services, the Company must apply judgment to determine whether promised products and services are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised products and services are accounted for as a combined performance obligation.\n\n3) Determine the transaction price\n\nThe transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products and services to the customer. Amounts collected from customers for sales taxes are excluded from the transaction price. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.\n\n4) Allocate the transaction price to performance obligations in the contract\n\nIf the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct products or services that are substantially the same qualify as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct product or service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.\n\n5) Recognize revenue when or as the Company satisfies a performance obligation\n\nThe Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised product or service to a customer.\n\nProduct sales\n\nRevenue from product sales is recognized when control of the goods is transferred to the customer, which generally occurs upon shipment. Revenue related to shipping and handling is recognized when the products are shipped and the associated costs are accrued for based on the Company’s election to account for shipping and handling activities as a fulfillment of the promise to transfer the products and not as a combined promise.\n\n52\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nThe Company’s standard payment terms for product sales are generally Net 30. Under certain limited conditions, the Company, at its sole discretion, provides for the return of goods. No product is accepted for return and no credit is allowed on any returned product unless the Company has granted and confirmed prior written permission by means of appropriate authorization. The Company establishes reserves for potential sales returns, credits, and allowances, and evaluates, on a monthly basis, the adequacy of those reserves based upon historical experience and expectations for the future.\n\nSatellite connectivity and media content service sales\n\nDirectly sold and re-sold satellite connectivity service for VoIP, data and Internet is recognized monthly based primarily on contracted fixed-fee schedules as well as any overages for minutes or megabytes of traffic processed. The Company has evaluated whether it obtains control of the services that are being transferred to the customer in assessing gross revenue reporting as principal versus net revenue reporting as agent for its satellite connectivity service sales and its payments to the applicable service providers. Based on the Company’s assessment of the indicators, the Company has determined that gross revenue reporting as a principal is appropriate. The applicable indicators of gross revenue reporting include, but are not limited to, the following:\n\n•The Company is the primary obligor in its arrangements with its subscribers. The Company manages all interactions with the subscribers, while satellite connectivity service providers do not interact with the subscribers. In addition, the Company assumes the entire performance risk under its arrangements with the subscribers and in the event of a performance issue, the Company may incur reductions in fees without regard for any recourse that the Company may have with the applicable satellite service providers.\n\n•The Company has discretion in establishing pricing, as the pricing under its arrangements with the subscribers is negotiated through a contracting process. The Company then separately negotiates the fees with the applicable satellite service providers.\n\n•The Company has complete discretion in determining which satellite service providers it will contract with.\n\nAs a result, the Company has determined that it earns revenue (as a principal) from the delivery of satellite connectivity services to its subscribers and records all satellite connectivity service sales to subscribers as gross sales.\n\nMedia content sales include the Company’s distribution of commercially licensed movies, television programming, news, and music content for commercial and leisure customers in the maritime market. The Company typically recognizes revenue from media content sales ratably over the period of the service contract.\n\nUnder AgilePlans, the Company retains ownership of the hardware that it provides to these customers, who must return the hardware to KVH if they decide to terminate the service. Because KVH does not sell the hardware under AgilePlans, the Company does not recognize any product revenue when the hardware is deployed to an AgilePlans customer. In accounting for the related service revenue, the Company has applied the practical expedient allowed under ASC 606-10-55-18 to recognize rental revenues in proportion to the amount of the right to invoice. The Company recognizes the subscription fee monthly as service revenue over the service delivery period. On occasion, a customer may opt to purchase previously deployed AgilePlans hardware from the Company. In these instances, the gain or loss on disposal of this revenue generating long-lived asset is recognized within other income/expense in the Company's consolidated statement of operations as per ASC 360-10-45-5.\n\nThe Company applies the practical expedient to not adjust the transaction price for a significant financing component if the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service is one year or less. The Company also applies the optional exemption to not disclose the transaction price allocated to remaining performance obligations with an original expected duration of one year or less or those where revenue is recognized over time using the right to invoice practical expedient.\n\nProduct service sales\n\nProduct service sales other than under development contracts are recognized when completed services are delivered to the customer. The Company also sells extended warranty contracts. Sales under these contracts are recognized ratably over the contract term. Product service sales including extended warranties are not a significant portion of the Company’s total sales. Revenue related to product service sales is recognized in service sales in the Company's consolidated statement of operations.\n\n53\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nDeferred revenue\n\nDeferred revenue consist of advance payments and billings in excess of revenue recognized. The Company classifies any billings in excess of revenue recognized as deferred revenue as current or non-current based on the timing of when revenue is expected to be recognized. Revenue recognized during 2025 and 2024 from amounts included in deferred revenue at the beginning of the period was $870 and $1,527, respectively.\n\nSales-type leases\n\nRevenue is recognized on sales-type leases primarily from the TracPhone VSAT products. In accordance with ASC 842, the Company records the leases at a price typically equivalent to normal selling price and in excess of the cost or carrying amount. Upon delivery, the Company records the net present value of all payments under these leases as product revenue, and the related costs of the product are charged to cost of sales. See Note 14.\n\n(f)Leases\n\nIn accordance with ASC 842, the Company recognizes all leases greater than one year in duration on the balance sheet as right-of-use assets and lease liabilities. In ASC 842, a lease is defined as follows: “[a] contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.”\n\nMany of our lease agreements contain renewal options which are recognized if it is determined that the Company is reasonably certain to renew the lease at inception or when a triggering event occurs. Some of our lease agreements contain rent escalation clauses, rent holidays, capital improvement funding or other lease concessions. The Company recognizes operating lease costs on a straight-line basis based on the fixed components of a lease arrangement and amortize such expense over the term of the lease beginning with the commencement date. Variable lease components that are not fixed at the beginning of the lease are recognized as incurred.\n\nUnder certain third-party service agreements, the Company controls a specific space or underlying asset used in providing the service by the third-party service provider. These arrangements meet the definition under ASC 842 and therefore are accounted for under ASC 842. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when reasonably certain to be exercised. The present value of lease payments is determined using an incremental borrowing rate of 5.5%.\n\n(g)Fair Value of Financial Instruments\n\nThe carrying amounts of the Company’s financial instruments, which include cash equivalents, marketable securities, accounts receivable, accounts payable and accrued expenses, approximate their fair values due to the short maturity of these instruments. See Note 2 for more information on the fair value of the Company’s marketable securities.\n\n(h)Cash, Cash Equivalents, and Marketable Securities\n\nIn the fourth quarter of 2024, the balance of our marketable securities held by Wells Fargo was liquidated and transferred to an interest-bearing account held by Bank of America, N.A. Previously, cash in excess of operational needs was invested in money market mutual funds, government agency bonds, United States treasuries, municipal bonds, corporate notes, or certificates of deposit. All highly liquid investments with a maturity date of three months or less at the date of purchase were classified as cash equivalents. The Company determined the appropriate classification of marketable securities at each balance sheet date.\n\nThe Company reviewed investments in debt securities for other than temporary impairment whenever the fair value of an investment was less than amortized cost and evidence indicated that an investment’s carrying amount was not recoverable within a reasonable period of time. To determine whether an impairment was other-than-temporary, the Company considered whether it intended to sell the security, whether it expected to recover the credit loss, and whether it was more likely than not that the Company would be required to sell the security prior to recovery. Evidence considered in this assessment included the\n\n54\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nreasons for the impairment, compliance with the Company’s investment policy, the severity and duration of the impairment, changes in value subsequent to year-end and forecasted performance of the investee.\n\n(i)Inventories\n\nInventories are stated at the lower of cost and net realizable value using the first-in first-out costing method. The Company adjusts the carrying value of its inventory based on the consideration of excess and obsolete components and future estimated demand. The Company records inventory charges to costs of product sales.\n\n(j)Property and Equipment\n\nProperty and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the respective assets. The principal lives used in determining the depreciation rates of various assets are: buildings and improvements, 5-40 years; leasehold improvements, shorter of original lease term or useful life; machinery, satellite hubs and equipment, 4-10 years; office and computer equipment, 3-7 years; and motor vehicles, 5 years.\n\n(k)Goodwill, Intangible Assets and other Long-Lived Assets\n\nAs of December 31, 2025, the Company's intangible assets arose primarily from the purchase of the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region in October 2025, the purchase of distribution rights from Kognitive Networks Inc. in October 2023 and the purchase of Virtek Communications (now known as KVH Industries Norway AS) in September 2010. As of December 31, 2025, the Company's goodwill is associated with the purchase of the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region in October 2025.\n\nIntangible assets with finite lives and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of intangible assets with finite lives and other long-lived assets is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group. Asset groups are determined at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If these comparisons indicate that an asset is not recoverable, the Company will recognize an impairment loss for the amount by which the carrying value of the asset or asset group exceeds the related estimated fair value. The Company has determined that the assets within each of the Company's reporting units (Mobile Broadband (MBB) and KVH Media Group (Media)) are highly interrelated and interdependent on each other to generate revenues, and thus independent cash flows are not identifiable at a level lower than that of these reporting units. Accordingly, the Company’s asset groups were determined to be its reporting units (MBB and Media).\n\nDuring 2024, the Company recorded an impairment charge of $1,137 to long-lived assets. See Note 5 for additional details. No impairment charges to long-lived assets were recorded in 2025.\n\n(l)Other Non-Current Assets\n\nOther non-current assets are primarily comprised of long-term lease receivables.\n\n55\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(m)Product Warranty\n\nThe Company’s products carry standard limited warranties that range from one to two years and vary by product. The warranty period begins on the date of retail purchase or lease by the original purchaser. The Company also offers extended warranties on its products for up to five years. The Company accrues estimated product warranty costs at the time of sale and any additional amounts are recorded when such costs are probable and can be reasonably estimated. Factors that affect the Company’s warranty liability include the number of units sold or leased, historical and anticipated rates of warranty repairs and the cost per repair. Warranty and related costs are reflected within sales, marketing and support in the accompanying consolidated statements of operations. As of December 31, 2025 and 2024, the Company had accrued product warranty costs of $644 and $607, respectively. The following table summarizes product warranty activity during 2025 and 2024:\n\n20252024\n\nBeginning balance$607 $828 \n\nCharges to expense626 665 \n\nCosts incurred(589)(886)\n\nEnding balance$644 $607 \n\n(n)Shipping and Handling Costs\n\nShipping and handling costs are expensed as incurred and included in cost of sales. Billings for shipping and handling are reflected within net sales in the accompanying consolidated statements of operations.\n\n(o)Research and Development\n\nExpenditures for research and development are expensed as incurred.\n\n(p)Advertising Costs\n\nCosts related to advertising are expensed as incurred. Advertising expense was $498 and $491 for the years ended December 31, 2025 and 2024, respectively, and is included in sales, marketing, and support expense in the accompanying consolidated statements of operations.\n\n(q)Foreign Currency Translation and Transaction\n\nThe financial statements of the Company’s foreign subsidiaries located in Denmark, Singapore, Brazil and Cyprus are maintained using the United States dollar as the functional currency. Exchange rates in effect on the date of the transaction are used to record monetary assets and liabilities. Revenue and other expense elements are recorded at rates that approximate the rates in effect on the transaction dates. Foreign currency exchange gains and losses are recognized within “other expense, net” in the accompanying consolidated statements of operations. For the years ended December 31, 2025 and 2024, the Company recorded a total of net foreign currency exchange gains and losses, which are comprised of both realized and unrealized foreign currency exchange gains and losses, in its accompanying consolidated statements of operations $8 and $(493), respectively.\n\nThe financial statements of the Company’s foreign subsidiaries located in the United Kingdom, Norway, India and Japan use the foreign subsidiaries’ respective local currencies as the functional currency. The Company translates the assets and liabilities of these foreign subsidiaries at the exchange rates in effect at the end of each reporting period. Net sales, costs and expenses are translated using average exchange rates in effect during the period. Gains and losses from foreign currency translation are credited or charged to accumulated other comprehensive loss included in stockholders' equity in the accompanying consolidated balance sheets.\n\n56\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(r)Income Taxes\n\n    \n\nThe Company is subject to income taxes in the U.S. and in numerous foreign jurisdictions. The Company accounts for income taxes following ASC Topic 740, Accounting for Income Taxes.\n\nDeferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of a deferred tax asset will not be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of the benefit attributable to the position is recognized. The tax benefit to be recognized of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency.\n\nThe effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes interest and penalties within the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets. See Note 8 for further discussion of income taxes.\n\n(s)Net Loss per Common Share\n\nBasic net loss per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per share incorporates the dilutive effect of common stock equivalent options, warrants and other convertible securities, if any, as determined in accordance with the treasury stock accounting method. For the years ended December 31, 2025 and 2024 since there was a net loss, the Company excluded all 1,228 and 987 shares, respectively, in outstanding stock options and non-vested restricted shares from its diluted loss per share calculation, as inclusion of these securities would have reduced the net loss per share.\n\nA reconciliation of the basic and diluted weighted average common shares outstanding is as follows:\n\nDecember 31,\n\n20252024\n\nWeighted average common shares outstanding—basic19,398 19,389 \n\nDilutive common shares issuable in connection with stock plans— — \n\nWeighted average common shares outstanding—diluted19,398 19,389 \n\n(t)Contingent Liabilities\n\nThe Company estimates the amount of potential exposure it may have with respect to claims, assessments and litigation in accordance with ASC 450, Contingencies. As of December 31, 2025 and 2024, the Company was not party to any lawsuit or proceeding that, in management's opinion, was likely to materially harm the Company’s business, results of operations, financial condition or cash flows. It is not always possible to predict the outcome of litigation, as it is subject to many uncertainties. Additionally, it is not always possible for management to make meaningful estimates of the potential loss or range of loss associated with such litigation.\n\n57\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(u)Operating Segments\n\nThe Company operates in one reportable segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker is its President, Chief Executive Officer and Director.\n\nThe Company operates in a number of major geographic areas, including internationally. Revenues are generated from international locations, primarily consisting of Singapore, Canada, South American countries, European Union countries and other European countries, and countries in Africa, the Middle East and Asia/Pacific, including India (see Note 11, “Revenue from Contracts with Customers”).\n\n(v)Recently Issued Accounting Standards\n\nFrom time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, the Company evaluates the pronouncements to determine the potential effects of adoption on our consolidated financial statements.\n\nStandards Implemented\n\nIn December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU apply to all entities that are subject to Topic 740, Income Taxes. The amendments require public business entities to disclose specific categories in their tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. These amendments also require all entities to disclose income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and by individual jurisdictions in which income taxes paid, net of refunds received, are equal to or greater than five percent of total income taxes paid. The Company adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025. The adoption of ASU No. 2023-09 did not have a material impact on the Company’s financial statements, including disclosures.\n\nStandards to be Implemented\n\nIn November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires public business entities to provide further disaggregated information of relevant expense captions within its consolidated statements of operations. The standard is effective for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027. The standard may be applied prospectively or retrospectively. The adoption will result in disclosure changes only.\n\nThere are no other recent accounting pronouncements that have been issued by the FASB that are not yet effective that the Company expects would have a material impact on the Company’s financial statements, including disclosures.\n\n(2)Marketable Securities\n\nIn the fourth quarter of 2024, the balance of the Company's marketable securities held by Wells Fargo was liquidated and transferred to an interest-bearing account held by Bank of America, N.A. Interest income from marketable securities was $0 and $1,990 for the years ended December 31, 2025 and 2024, respectively.\n\n58\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(3)Inventories\n\nInventories are stated at the lower of cost or net realizable value using the first-in first-out costing method. Inventories as of December 31, 2025 and 2024 include the costs of material, labor, and factory overhead. Components of inventories consist of the following:\n\n December 31,\n\n 20252024\n\nRaw materials$6,455 $15,379 \n\nWork in process2,264 2,469 \n\nFinished goods6,140 5,105 \n\n$14,859 $22,953 \n\nIn 2025, the Company recorded a $5,510 inventory write-down related primarily to further reduced demand for certain of the Company’s hardware products as well as a reduction in the prices the Company charges for certain TracNet H-series terminals. The Company implemented this price reduction at the end of the third quarter of 2025 and, as a result, reduced the value of its remaining inventory of those products to net realizable value based on lower customer pricing. Please see Note 15 for additional details surrounding the wind-down of the Company’s manufacturing activities.\n\n(4)    Prepaid Expenses and Other Current Assets\n\nDecember 31,\n\n20252024\n\nPrepaid Starlink pooled data$2,936 $14,137 \n\nOther prepaid expenses and other current assets5,044 1,879 \n\n$7,980 $16,016 \n\nDuring the second quarter of 2024, KVH expanded its relationship with Starlink through a bulk data distribution agreement. Under the agreement, KVH prepaid $17.0 million for access to a large block of Starlink Global Priority data at favorable rates. The agreement provided KVH flexibility in the development and sales of custom, cost-effective airtime plans using Starlink’s Global Priority service. KVH began drawing from this prepaid pooled data in the third quarter of 2024 and this data was fully consumed by the end of 2025. In the fourth quarter of 2025, KVH entered into an agreement to purchase a substantially larger block of Starlink Global Priority data for $45.0 million in an effort to improve margins. In the fourth quarter, KVH made a prepayment of $5.0 million related to this agreement.\n\n(5)    Property and Equipment\n\nProperty and equipment, net, as of December 31, 2025 and 2024 consist of the following:\n\n December 31,\n\n 20252024\n\nLeasehold improvements$1,036 $336 \n\nRevenue-generating assets58,118 61,380 \n\nMachinery and equipment2,121 6,021 \n\nOffice and computer equipment8,038 10,561 \n\nMotor vehicles— 31 \n\n69,313 78,329 \n\nLess accumulated depreciation(47,281)(51,315)\n\n$22,032 $27,014 \n\nDepreciation expense for the years ended December 31, 2025 and 2024 amounted to $10,177 and $12,891, respectively.\n\n59\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nCertain revenue-generating hardware assets are utilized by the Company in the delivery of the Company’s airtime services, media, and other content.\n\nAs of December 31, 2025 and 2024, the long-lived tangible assets related to the Company’s international subsidiaries were less than 10% of the Company’s long-lived tangible assets.\n\nIn the third quarter of 2024, the Company commenced its plan to sell the warehouse building and surface parking lot located at 75 Enterprise Center in Middletown, Rhode Island (“75 Enterprise Center”). As of September 30, 2024, 75 Enterprise Center had a carrying value of approximately $7.8 million. The Company determined that all of the criteria to classify 75 Enterprise Center as held for sale had been met as of September 30, 2024. The estimated fair value was determined based upon the anticipated sales price of these assets based on current market conditions and assumptions made by management, less selling costs. The Company recorded an impairment charge of $1.1 million in 2024, as the carrying value of 75 Enterprise Center at the time the asset for sale criteria were met exceeded the fair value less costs to sell. The sale was completed in September 2025, resulting in a loss of $0.3 million, which is included in other income (expense), net in the Company's consolidated statement of operations for the year ended December 31, 2025. The Company also entered into an agreement with the buyer to lease this property until the end of March 2026 for approximately $0.1 million.\n\nAdditionally, in the third quarter of 2024, the Company commenced its plan to sell the property, building, improvements, and land located at 50 Enterprise Center in Middletown, Rhode Island (“50 Enterprise Center”). As of September 30, 2024, 50 Enterprise Center had a carrying value of approximately $3.6 million. The Company determined that all of the criteria to classify 50 Enterprise Center as held for sale had been met as of September 30, 2024. The estimated fair value of 50 Enterprise Center at that date exceeded its carrying value. In March 2025, the Company entered into an agreement with a buyer to sell 50 Enterprise Center for $5.3 million. The sale was completed in June 2025, resulting in a gain of $1.3 million, which is included in other income (expense), net in the Company's consolidated statement of operations for the year ended December 31, 2025.\n\n(6)    Commitments and Contingencies\n\nThe Company has certain operating leases and other commitments for satellite capacity, inventory, equipment, facilities, software and technology. The following reflects future minimum payments under operating leases and other commitments that have initial or remaining non-cancelable terms at December 31, 2025:\n\nYears ending December 31,Commitments (a)\n\n2026$54,336 \n\n202714,139 \n\n2028990 \n\n2029758 \n\n2030648 \n\nThereafter1,645 \n\nTotal minimum payments$72,516 \n\n(a) Includes the future minimum lease payments for the Company’s operating leases as described in Note 14.\n\nTotal rent expense incurred under facility operating leases for the years ended December 31, 2025 and 2024 amounted to $654 and $627, respectively. Total expense incurred under satellite capacity and equipment operating leases and other commitments for 2025 and 2024 amounted to $41,358 and $34,727, respectively, which also includes payments for usage charges in excess of the minimum contractual requirements.\n\nIn the normal course of business, the Company enters into unconditional purchase order obligations with its suppliers for inventory and other operational purchases. Outstanding and unconditional purchase order obligations were $2,137 as of December 31, 2025, all of which the Company expects to fulfill in 2026. As of December 31, 2025, the Company had satellite service capacity obligations of approximately $59.0 million.\n\n60\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nAs of December 31, 2025, the Company had certain satellite service capacity obligations that were not considered operating or financing leases under ASC 842. The Company did not have any other off-balance sheet arrangements, guarantees, or standby repurchase obligations as of December 31, 2025.\n\n(7)    Stockholders’ Equity\n\nThe Company recognizes stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation-Stock Compensation. Stock-based compensation expense was $1,560 and $2,020, excluding $7 and $7 of compensation charges related to our Amended and Restated 1996 Employee Stock Purchase Plan, or the ESPP, for the years ended December 31, 2025 and 2024, respectively.\n\nThe Company is authorized to grant stock options, restricted stock awards and other stock-based awards under its Amended and Restated 2016 Equity and Incentive Plan (the 2016 Plan) with respect to up to 6,080 shares of common stock (excluding rollover shares), an increase of 1,280 shares reserved for issuance under the previous 2016 Plan as approved by our shareholders on June 8, 2022. Options have generally been granted with an exercise price equal to the fair market value of the common stock on the date of grant and have generally provided for vesting in equal annual amounts over four years beginning on the first anniversary of the date of the grant. No options are exercisable for periods of more than five years after date of grant. Under the 2016 Plan, each share issued under awards other than options and stock appreciation rights will reduce the number of shares reserved for issuance by two shares. Shares issued under options or stock appreciation rights will reduce the shares reserved for issuance on a share-for-share basis. The Company accounts for forfeitures as they occur. The 2016 Plan and earlier equity compensation plans, pursuant to which an aggregate of 15,495 shares of the Company’s common stock were reserved for issuance, were all approved by the Company’s shareholders. As of December 31, 2025, 1,053 shares were available for future grants. The Compensation Committee of the Board of Directors administers the equity compensation plans, approves the individuals to whom awards will be granted and determines the number of shares and other terms of each award. Outstanding options under the Company’s equity compensation plans at December 31, 2025 expire from March 2026 through June 2030. None of the Company’s outstanding options includes performance-based or market-based vesting conditions as of December 31, 2025.\n\n(a)Employee Stock Options\n\nThe Company has estimated the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model. The expected volatility assumption is based on the historical daily price data of the Company’s common stock over a period equivalent to the weighted average expected life of the Company’s options. The expected term of options granted is derived using assumed exercise rates based on historical exercise patterns and represents the period of time the options granted are expected to be outstanding. The risk-free interest rate is based on the actual U.S. Treasury zero-coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend yield of zero is based upon the fact that the Company has not historically declared or paid cash dividends, and does not expect to declare or pay dividends in the foreseeable future.\n\nThe per share weighted-average fair values of stock options granted during 2025 and 2024 were $2.12 and $2.23, respectively. The weighted-average assumptions used to value options as of their grant date were as follows:\n\n Year Ended\nDecember 31,\n\n 20252024\n\nRisk-free interest rate3.93 %4.36 %\n\nExpected volatility40.81 %48.63 %\n\nExpected life (in years)3.774.32\n\nDividend yield0 %0 %\n\n61\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nThe changes in outstanding stock options for the years ended December 31, 2025 and 2024 are as follows:\n\n \n\nNumber of OptionsWeighted Average\nExercise PriceWeighted Average\nRemaining\nContractual Life\n(in Years)Aggregate Intrinsic\nValue\n\nOutstanding at December 31, 2024\n954 $8.27 \n\nGranted575 $5.71 \n\nExercised(7)$5.03 \n\nExpired, canceled or forfeited(262)$8.46 \n\nOutstanding at December 31, 2025\n1,260 $7.08 2.81$1,143 \n\nExercisable at December 31, 2025\n380 $9.22 1.44$104 \n\nOptions vested or expected to vest at December 31, 2025\n1,260 $7.08 2.81$1,143 \n\nNumber of OptionsWeighted Average\nExercise PriceWeighted Average\nRemaining\nContractual Life\n(in Years)Aggregate Intrinsic\nValue\n\nOutstanding at December 31, 2023\n1,230 $9.57 \n\nGranted266 $5.03 \n\nExercised— $— \n\nExpired, canceled or forfeited(542)$9.62 \n\nOutstanding at December 31, 2024\n954 $8.27 2.56$164 \n\nExercisable at December 31, 2024\n410 $9.33 1.53$— \n\nOptions vested or expected to vest at December 31, 2024\n954 $8.27 2.56$164 \n\nThe total aggregate intrinsic value of options exercised in 2025 was $3. No options were exercised in 2024.\n\nAs of December 31, 2025, there was $1,515 of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.63 years. In 2025 and 2024, the Company recorded compensation charges of $689 and $710, respectively, related to stock options. Compensation costs for options subject only to service conditions that vest ratably are recognized on a straight-line basis over the requisite service period for the entire award. During 2025 and 2024, cash received under stock option plans for exercises was $33 and $0, respectively.\n\n \n\n(b)Restricted Stock\n\nThe Company granted 70 and 207 restricted stock awards to employees under the terms of the 2016 Plan for the years ended December 31, 2025 and 2024, respectively. The restricted stock awards have generally provided for vesting annually over four years from the date of grant subject to the recipient remaining an employee through the applicable vesting dates. Compensation expense for restricted stock awards is measured at fair value on the date of grant based on the number of shares granted and the quoted market closing price of the Company’s common stock. Such value is recognized as expense over the vesting period of the award, net of forfeitures. The weighted-average grant-date fair value of restricted stock granted during 2025 and 2024 was $5.50 and $4.82 per share, respectively.\n\nAs of December 31, 2025, there was $884 of total unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted-average period of 1.33 years. Compensation costs for awards subject only to service conditions that vest ratably are recognized on a straight-line basis over the requisite service period for the entire award. In 2025 and 2024, the Company recorded compensation charges of $871 and $1,310, respectively, related to restricted stock awards.\n\n62\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nRestricted stock activity under the 2016 Plan for 2025 and 2024 are as follows:\n\n \n\nNumber of\nSharesWeighted-\naverage\ngrant date\nfair value\n\nOutstanding at December 31, 2024, unvested\n320 $6.92 \n\nGranted70 5.50 \n\nVested(165)6.45 \n\nForfeited(26)7.85 \n\nOutstanding at December 31, 2025, unvested\n199 $6.70 \n\nNumber of\nSharesWeighted-\naverage\ngrant date\nfair value\n\nOutstanding at December 31, 2023, unvested\n355 $9.34 \n\nGranted207 4.82 \n\nVested(181)8.71 \n\nForfeited(61)8.53 \n\nOutstanding at December 31, 2024, unvested\n320 $6.92 \n\n \n\n(c)Common Stock Repurchase\n\nDuring 2025, 327 shares of common stock were repurchased. During 2024, no shares of common stock were repurchased.\n\n(d)Employee Stock Purchase Plan\n\nUnder the Company’s ESPP, an aggregate of 1,650 shares of common stock have been reserved for issuance, of which 731 shares remain available as of December 31, 2025.\n\nThe ESPP covers all of the Company’s employees. Under the terms of the ESPP, eligible employees can elect to have up to six percent of their pre-tax compensation withheld to purchase shares of the Company’s common stock on a semi-annual basis at 85% of the market price on the first or last day of each purchase period, whichever is lower. During 2025 and 2024, shares issued under this plan were 4 and 27 shares, respectively. The Company utilizes the Black-Scholes option-pricing model to calculate the fair value of these discounted purchases. The fair value of the 15% discount is recognized as compensation expense over the purchase period. The Company applies a graded vesting approach because the ESPP provides for multiple purchase periods and is, in substance, a series of linked awards. In 2025 and 2024, the Company recorded compensation charges of $7 and $7, respectively, related to the ESPP. During 2025 and 2024, cash received under the ESPP was $17 and $110, respectively.\n\n63\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(e)Stock-Based Compensation Expense\n\n    \n\nThe following presents stock-based compensation expense, including expense for the ESPP, in the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024.\n\n20252024\n\nCost of service sales$26 $29 \n\nCost of product sales30 23 \n\nResearch and development3 378 \n\nSales, marketing and support327 293 \n\nGeneral and administrative1,181 1,304 \n\n$1,567 $2,027 \n\n(f) Accumulated Other Comprehensive Loss (AOCL)\n\nComprehensive loss includes net loss and unrealized gains and losses from foreign currency translation. The components of the Company’s comprehensive loss and the effect on earnings for the periods presented are detailed in the accompanying consolidated statements of comprehensive loss.\n\n     \n\nForeign Currency TranslationTotal Accumulated Other Comprehensive Loss\n\nBalance, December 31, 2023\n$(4,185)$(4,185)\n\nOther comprehensive income153 153 \n\nNet other comprehensive income153 153 \n\nBalance, December 31, 2024\n(4,032)(4,032)\n\nOther comprehensive loss(129)(129)\n\nNet other comprehensive loss(129)(129)\n\nBalance, December 31, 2025\n$(4,161)$(4,161)\n\n(8)    Income Taxes\n\nIncome tax (benefit) expense for the years ended December 31, 2025 and 2024 attributable to loss from operations is presented below.\n\nCurrentDeferredTotal\n\nYear ended December 31, 2025\n\nFederal$— $— $— \n\nState*(12)— (12)\n\nForeign335 (454)(119)\n\n$323 $(454)$(131)\n\nYear ended December 31, 2024\n\nFederal$23 $— $23 \n\nState*7 — 7 \n\nForeign274 117 391 \n\n$304 $117 $421 \n\n64\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n*- State taxes in Rhode Island make up the majority of the tax effect in this category\n\nThe Company adopted ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” on a prospective basis for the year ended December 31, 2025. A reconciliation of income tax computed using the U.S. federal statutory rate of 21% compared to that reflected in operations, as required by ASU 2023-09, for the year ended December 31, 2025 consists of:\n\n Year Ended December 31, 2025\n\n AmountPercent\n\nIncome tax benefit at Federal statutory income tax rate$(1,578)21.00 %\n\nIncrease (decrease) in income taxes resulting from:\n\nState income tax (expense) benefit, net of federal benefit*— — \n\nForeign tax effects\n\nBrazil\n\nStatutory rate difference35 (0.47)\n\nValuation allowance(329)4.38 \n\nOther76 (1.01)\n\nOther foreign jurisdictions\n\nStatutory rate difference(8)0.11 \n\nValuation allowance26 (0.35)\n\nOther121 (1.61)\n\nChanges in valuation allowance1,239 (16.49)\n\nNon-taxable or non-deductible\n\nShare-based payment awards156 (2.07)\n\nOther46 (0.62)\n\nUncertain tax positions72 (0.96)\n\nOther adjustments13 (0.17)\n\nEffective tax rate$(131)1.74 %\n\n*- State taxes in Rhode Island make up the majority of the tax effect in this category\n\nA reconciliation of income tax computed using the United States Federal statutory income tax rate of 21% compared to that reflected in operations, prior to the requirements of ASU 2023-09, for the year ended December 31, 2024 consists of:\n\n65\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n Year Ended December 31,\n\n 2024\n\nIncome tax benefit at Federal statutory income tax rate$(2,232)\n\nIncrease (decrease) in income taxes resulting from:\n\nState income tax (expense) benefit, net of federal benefit(48)\n\nState research and development, investment credits423 \n\nNon-deductible meals & entertainment31 \n\nNon-deductible stock compensation expense479 \n\nForeign exchange loss110 \n\nForeign tax rate differential102 \n\nUncertain tax positions51 \n\nProvision to tax return adjustments(15)\n\nChange in valuation allowance1,344 \n\nNon-deductible foreign transaction taxes110 \n\nOther66 \n\n     Income tax expense$421 \n\nLoss before income tax (benefit) expense determined by tax jurisdiction, are as follows:\n\n Year Ended December 31,\n\n 20252024\n\nUnited States$(6,837)$(10,392)\n\nForeign(677)(235)\n\nTotal$(7,514)$(10,627)\n\nDeferred tax assets and liabilities for the periods presented consisted of the following:\n\n66\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n December 31,\n\n 20252024\n\nDeferred tax assets:\n\nAccounts receivable, due to allowance for doubtful accounts$70 $112 \n\nInventories1,781 2,188 \n\nOperating loss carryforwards9,078 5,772 \n\nStock-based compensation expense388 436 \n\nProperty and equipment, due to difference in depreciation74 74 \n\nResearch and development tax credit carryforwards5,852 5,852 \n\nForeign tax credit carryforwards2,345 2,345 \n\nState tax credit carryforwards2,456 2,962 \n\nCapitalized research and development3,856 5,570 \n\nWarranty reserve138 130 \n\nAccrued expenses457 333 \n\nIntangible assets210 — \n\nLease liability908 244 \n\nGross deferred tax assets27,613 26,018 \n\nLess valuation allowance(23,890)(23,179)\n\nTotal deferred tax assets3,723 2,839 \n\nDeferred tax liabilities:\n\nProperty and equipment, due to differences in depreciation(2,218)(2,430)\n\nRight of use asset(908)(267)\n\nTotal deferred tax liabilities(3,126)(2,697)\n\nNet deferred tax asset$597 $142 \n\nDeferred income tax asset$602 $157 \n\nDeferred income tax liability$(5)$(15)\n\nAs of December 31, 2025 the Company has federal and state tax loss carryforwards of approximately $39,151 and $3,560, respectively. The federal loss carryforward has no expiration date. The state losses expire through the year 2045. As of December 31, 2025, the Company had federal research and development tax credit carryforwards in the amount of $5,843 and other general business credits of $9 that expire in years 2029 through 2043. As of December 31, 2025, the Company had foreign tax credit carryforwards in the amount of $2,345 that expire in years 2026 through 2027. As of December 31, 2025, the Company had state research and development tax credit carryforwards in the amount of $3,000 that expire in years 2026 through 2032. The Company also had other state tax credit carryforwards of $109 available to reduce future state tax expense that expire in years 2026 through 2032.\n\nThe Company’s ability to utilize these net operating loss carryforwards and tax credit carryforwards may be limited in the future if the Company experiences an ownership change pursuant to Internal Revenue Code Section 382. An ownership change occurs when the ownership percentages of 5% or greater stockholders change by more than 50% over a three-year period.\n\nIn assessing the realizability of its net deferred tax assets, the Company considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2025, the valuation increased by $710. The change was primarily the result of the current year loss and an increase in the inventory valuation reserve. As part of the Company’s analysis, the Company evaluated, among other factors, its recent history of generating tax losses and its near-term forecasts of future taxable income or losses.\n\n67\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nAs of December 31, 2025, unremitted foreign earnings, which were not significant, have been retained by the Company’s foreign subsidiaries for indefinite reinvestment. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company could be subject to state tax and withholding taxes payable to various foreign countries.\n\nThe Company establishes reserves for uncertain tax positions based on management’s assessment of exposure associated with tax deductions, permanent tax differences, and tax credits. The tax reserves are analyzed periodically and adjustments are made as events occur that warrant adjustment to the reserve. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense.\n\nThe aggregate changes in the total gross amount of unrecognized tax benefits, excluding penalties and interest, are as follows:\n\n Year Ended December 31,\n\n 20252024\n\nUnrecognized tax benefits as of January 1$871 $1,044 \n\nGross increase (decrease) in unrecognized tax benefits due to currency fluctuations - prior year tax positions74 (159)\n\nLapse of statute of limitations(8)(14)\n\nUnrecognized tax benefits as of December 31$937 $871 \n\nAll unrecognized tax benefits as of December 31, 2025 and 2024, if recognized, would result in a reduction of the Company's effective tax rate.\n\nThe Company recorded interest and penalties of $86 and $80 in its consolidated statement of operations for the years ended December 31, 2025 and 2024, respectively. Total accrued interest and penalties related to tax positions taken on our tax returns and included in non-current income taxes payable was approximately $508 and $431 as of December 31, 2025 and 2024, respectively.\n\nThe timing of any resolution of income tax examinations is highly uncertain, as are the amounts and timing of any settlement payment. These events could cause fluctuations in the balance sheet classification of current and non-current assets and liabilities.\n\nThe Company’s tax jurisdictions include the United States, the United Kingdom, Denmark, Cyprus, Norway, Brazil, Singapore, Japan, and India. In general, the statute of limitations with respect to the Company’s United States federal income taxes has expired for years prior to 2022, and the relevant state and foreign statutes vary. However, preceding years remain open to examination by United States federal and state and foreign taxing authorities to the extent of future utilization of net operating losses and research and development tax credits generated in each preceding year.\n\nOn July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company’s adoption of OBBBA did not materially affect its consolidated financial statements.\n\nNet income taxes paid (net of refunds):\n\n Year Ended December 31,\n\n 2025\n\nFederal$— \n\nState25 \n\nForeign172 \n\n$197 \n\n68\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nIncome taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:\n\n Year Ended December 31,\n\n 2025\n\nState*\n\nForeign\n\nBrazil43 \n\nDenmark104 \n\nIndia18 \n\n*- No jurisdiction exceeds 5%\n\nNet income taxes paid (net of refunds) during 2024 was $173.\n\n(9)    Goodwill and Intangible Assets\n\nOn October 8, 2025, the Company purchased the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region. The aggregate purchase price consideration transferred from the Company to the seller totaled $4,721. As a result of the agreement, the Company recognized intangible assets of $3,374 and goodwill of $732.\n\nPlease see Note 18 for additional details surrounding the business combination.\n\nIntangible Assets\n\nIntangible assets arose from the purchase of the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region in October 2025, the purchase of distribution rights from Kognitive Networks Inc. in October 2023 and the purchase of KVH Industries Norway AS in September 2010. The assets that are related to the purchased of the maritime satellite service business of a satellite services provider are being amortized on a straight-line basis over the estimated useful life of 9 years. The assets that are related to the distribution rights from Kognitive Networks are being amortized on a straight-line basis over the estimated useful life of 3 years. The assets related to the purchase of KVH Industries Norway AS for acquired intellectual property are fully amortized as of December 31, 2025.\n\nIn January 2017, the Company completed the acquisition of certain subscriber relationships from a third party. This acquisition did not meet the definition of a business under ASC 2017-01, Business Combinations (Topic 805)-Clarifying the Definition of a Business. The Company ascribed $100 of the initial purchase price to the acquired subscriber relationships definite-lived intangible assets with an initial estimated useful life of 10 years. Under the asset purchase agreement, the purchase price includes a component of contingent consideration under which the Company is required to pay a percentage of recurring revenues received from the acquired subscriber relationships through 2026 up to a maximum annual payment of $114. The amounts payable under the contingent consideration arrangement, if any, will be included in the measurement of the cost of the acquired subscriber relationships.\n\n69\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nAcquired intangible assets are subject to amortization. The following table summarizes acquired intangible assets at December 31, 2025 and 2024, respectively:\n\nGross Carrying AmountAccumulated AmortizationNet Carrying Value\n\nDecember 31, 2025\n\nSubscriber relationships$85 $43 $42 \n\nDistribution rights1,250 855 395 \n\nCustomer relationships3,374 94 3,280 \n\nIntellectual property2,284 2,284 — \n\n$6,993 $3,276 $3,717 \n\nDecember 31, 2024\n\nSubscriber relationships$51 $13 $38 \n\nDistribution rights1,250 460 790 \n\nIntellectual property2,284 2,284 — \n\n$3,585 $2,757 $828 \n\nAmortization expense related to intangible assets was $519 and $407 for years ended December 31, 2025 and 2024, respectively, and was categorized as general and administrative expense.\n\nAs of December 31, 2025, the total weighted average remaining useful lives of the definite-lived intangible assets was 7.8 years and the weighted average remaining useful lives by the definite-lived intangible asset category are as follows:\n\nIntangible AssetWeighted Average Remaining Useful Life in Years\n\nSubscriber relationships1.00\n\nDistribution rights1.00\n\nCustomer relationships8.75\n\nEstimated future amortization expense for intangible assets recorded by the Company at December 31, 2025 is as follows:\n\nYears ending December 31,Amortization\nExpense\n\n2026$812 \n\n2027375 \n\n2028375 \n\n2029375 \n\n2030375 \n\nThereafter1,405 \n\nTotal amortization expense$3,717 \n\n70\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nThe changes in the carrying amount of intangible assets during the year ended December 31, 2025 is as follows:\n\n 2025\n\nBalance at December 31, 2024\n$828 \n\nAmortization expense(519)\n\nIntangible assets acquired in asset acquisition34 \n\nIntangible assets acquired in business combination3,374 \n\nBalance at December 31, 2025\n$3,717 \n\nGoodwill\n\nAs of December 31, 2025, the Company's goodwill is associated with the purchase of the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region in October 2025.\n\nGoodwill is recorded when the consideration for an acquisition exceeds the fair value of net tangible and identifiable intangible assets acquired. The changes in the carrying amount of goodwill during the year ended December 31, 2025 is as follows:\n\n 2025\n\nBalance at December 31, 2024\n$— \n\nAcquisition of goodwill in business combination732 \n\nBalance at December 31, 2025\n$732 \n\n(10)    401(k) Plan\n\nThe Company has a 401(k) Plan (the Plan) for all eligible employees. Participants may defer a portion of their pre-tax or post-tax earnings subject to limits determined by the Internal Revenue Service. Participants age 50 or older may be eligible to make additional contributions. The Company matches contributions by the Plan participants up to 6%. The Company’s contributions vest over a five-year period from the date of hire. The Company matching contributions were $265 and $351 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company may make additional contributions to the Plan at the discretion of the Compensation Committee of the Board of Directors. There were no discretionary contributions in 2025 and 2024.\n\n71\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(11)    Revenue from Contracts with Customers\n\nIn accordance with ASC 606, revenue is recognized when a customer obtains control of promised products and services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these products and services.\n\nDisaggregation of Revenue\n\nThe following table summarizes net sales from contracts with customers for the years ended December 31, 2025 and 2024:\n\nYear Ended\nDecember 31,\n\n20252024\n\nService - over time98,407 96,446 \n\nProduct - point in time12,602 17,382 \n\n   Total net sales$111,009 $113,828 \n\nFor product sales, the delivery of the Company’s performance obligations is generally transferred to the customer, and associated revenue is recognized, at a point in time. For service sales, the delivery of the Company’s performance obligations is transferred to the customer, and associated revenue is recognized, over time. Revenues for these service agreements are recognized over time using an output method based upon the passage of time, as this provides a faithful depiction of the pattern of transfer of control. The Company’s performance is impacted by the levels of activity in the marine and land mobile markets, among other factors. Performance in any particular period could be impacted by the timing of sales to certain large customers.\n\nThe Company offers a comprehensive family of mobile satellite antenna services and products that provide access to the Internet, television, and VoIP services while on the move. Service sales of airtime service accounted for approximately 82% and 80% of the Company's consolidated net sales for 2025 and 2024, respectively. The balance of service sales are comprised of distribution of commercially licensed entertainment and news, product repairs, and extended warranty sales. Product sales accounted for 11% and 15% of the Company’s consolidated net sales for 2025 and 2024, respectively.\n\nNo other single product class accounts for 10% or more of consolidated net sales.\n\nThe Company operates in a number of major geographic areas, including internationally. Revenues from international locations primarily include Singapore, Canada, South American countries, European Union countries and other European countries, and countries in Africa, the Middle East and Asia/Pacific, including India. Revenues are based upon customer location and revenues from international locations represented 78% and 73% of the Company’s consolidated net sales for 2025 and 2024, respectively. Sales to Singapore customers represented 21% of the Company’s consolidated net sales for both 2025 and 2024. No other individual foreign country represented 10% or more of the Company’s consolidated net sales for 2025 or 2024.\n\n72\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nBusiness and Credit Concentrations\n\nConcentrations of risk with respect to trade accounts receivable are generally limited due to the large number of customers and their dispersion across several geographic areas. Although the Company does not foresee that credit risk associated with these receivables will deviate from historical experience, repayment is dependent upon the financial stability of those individual customers. The Company establishes allowances for credit losses and evaluates, on a monthly basis, the adequacy of those reserves based upon expected losses, historical experience and its expectation for future collectability concerns.\n\nOne customer accounted for 11% of consolidated net sales for both 2025 and 2024. No other customers accounted for 10% or more of consolidated net sales for 2025 or 2024. One customer accounted for approximately 16% and 19% of accounts receivable at December 31, 2025 and 2024, respectively. One customer accounted for 29% and 45% of long-term accounts receivable included in other non-current assets on the consolidated balance sheets related to sales-type leases at December 31, 2025 and 2024, respectively.\n\nCertain components from third parties used in the Company’s products are procured from single sources of supply. The failure of a supplier, including a subcontractor, to deliver on schedule could delay or interrupt the Company’s delivery of products and thereby materially adversely affect the Company’s revenues and operating results.\n\n(12)    Fair Value Measurements\n\nASC Topic 820, Fair Value Measurements and Disclosures (ASC 820), provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:\n\nLevel 1:    Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.\n\nLevel 2:    Quoted prices for similar assets or liabilities in active markets; or observable prices that are based on observable market data, based on directly or indirectly market-corroborated inputs.\n\nLevel 3:    Unobservable inputs that are supported by little or no market activity, and are developed based on the best information available given the circumstances.\n\nNo financial assets or liabilities were measured at fair value based upon the ASC 820 fair value hierarchy as of December 31, 2025 and 2024.\n\nThe carrying amount of certain financial instruments approximates fair value due to their short-term, highly liquid nature. These instruments include cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses.\n\nAssets Measured and Recorded at Fair Value on a Nonrecurring Basis\n\nThe Company’s non-financial assets, such as goodwill, intangible assets, and other long-lived assets resulting from business combinations, are measured at fair value using income approach valuation methodologies at the date of acquisition and subsequently re-measured if indications of impairment exist. During 2025, there was no impairment of the Company's non-financial assets noted. During 2024, the Company recorded an impairment charge of $1,137 to goodwill and long-lived assets. The Company does not have any liabilities that are recorded at fair value on a nonrecurring basis.\n\n73\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(13)    Legal Matters\n\n    In the ordinary course of business, the Company is a party to inquiries, legal proceedings and claims including, from time to time, disagreements with vendors and customers. The Company is not a party to any lawsuit or proceeding that, in management’s opinion, is likely to materially harm the Company’s business, results of operations, financial condition, or cash flows.\n\n(14)    Leases\n\nLessee\n\nThe Company has operating leases for office facilities, equipment, and satellite service capacity and related equipment. Lease expense was $970 and $1,297 for 2025 and 2024, respectively. Short-term operating lease costs were $166 and $95 for 2025 and 2024, respectively. Maturities of lease liabilities as of December 31, 2025 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows:\n\nYears ending December 31,\n\n2026$741 \n\n2027841 \n\n2028759 \n\n2029 and thereafter2,936 \n\nTotal undiscounted lease payments$5,277 \n\nLess amount representing interest$(889)\n\nPresent value of operating lease liabilities$4,388 \n\nLess current installments of obligation under current-operating lease liabilities$547 \n\nObligations under long-term operating lease liabilities, excluding current installments$3,841 \n\nWeighted-average remaining lease term - operating leases (years)6.4\n\nWeighted-average discount rate - operating leases5.50 %\n\nOn July 23, 2025, the Company entered into a new lease agreement for approximately 32,000 square feet of office and warehouse space in Bristol, Rhode Island. The Company currently plans to migrate its Rhode Island operations to this leased facility in the spring of 2026, at which point its costs of sales and operational expenditures will include lease expense at the rate of approximately $0.6 million annually. The lease agreement is for a term of 87 months with an option to extend the lease for an additional 10 years. This lease agreement resulted in a right of use asset and operating lease liabilities of approximately $3,600 as of December 31, 2025.\n\nLessor\n\nThe Company enters into leases with certain customers primarily for the TracPhone and TracNet VSAT systems. These leases are classified as sales-type leases because title to the equipment transfers to the customer at the end of the lease term. The Company records the leases at a price typically equivalent to normal selling price and in excess of the cost or carrying amount. Upon delivery, the Company records the net present value of all payments under these leases as product revenue, and the related costs of the product are charged to cost of sales. Interest income is recognized throughout the lease term (typically three to five years) using an implicit interest rate. The sales-type leases do not have unguaranteed residual assets.\n\n74\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nUpon adoption of ASC 842, the Company elected to apply the practical expedient provided to lessors to combine the lease and non-lease component of a contract where the revenue recognition pattern is the same and where the lease component, when accounted for separately, would be considered an operating lease. The practical expedient also allows a lessor to account for the combined lease and non-lease components under ASC 606, Revenue from Contracts with Customers, when the non-lease component is the predominant element of the combined component.\n\nThe current portion of the net investment in these leases was $2,360 and $3,021 as of December 31, 2025 and 2024, respectively, and the non-current portion of the net investment in these leases was $2,237 and $3,145 as of December 31, 2025 and 2024, respectively. The current portion of the net investment in the leases is included in accounts receivable, net of allowance for credit losses on the accompanying consolidated balance sheets and the non-current portion of the net investment in these leases is included in other non-current assets on the accompanying consolidated balance sheets. Interest income from sales-type leases was $398 and $463 during 2025 and 2024, respectively.\n\nThe future undiscounted cash flows from these leases as of December 31, 2025 are:\n\n2026$2,579 \n\n20271,559 \n\n2028661 \n\n2029132 \n\n203018 \n\nTotal undiscounted cash flows$4,949 \n\nPresent value of lease payments$4,597 \n\nDifference between undiscounted cash flows and discounted cash flows $352 \n\n(15)    Restructuring\n\nOn February 9, 2024, the Board of Directors of the Company voted to implement a staged wind-down of the Company’s manufacturing activities at its facility in Middletown, Rhode Island. The Board made this determination following a strategic review of the Company’s manufacturing operations, driven by reduced demand for the Company’s hardware products in the face of intensifying competition during the third and fourth quarters of 2023. The Board concluded that the Company should discontinue its capital-intensive manufacturing activities and concentrate its efforts on growing sales of its multi-orbit, multi-channel, integrated communications solutions, which in recent years have constituted the largest portion of the Company’s overall revenues.\n\nThe Company expects that it will continue its product manufacturing activities for a period of time in order to generate a targeted amount of inventory of maritime satellite connectivity and satellite television terminals to meet anticipated demand and that it will cease substantially all manufacturing activity by the end of 2026. The Company expects to continue to facilitate customer transition to third-party hardware products compatible with the Company’s mobile satellite communications services. The Company also plans to continue to conduct maintenance, refurbishment service, warehousing, shipping and receiving activities at the Middletown, Rhode Island location until the Company's anticipated relocation in the spring of 2026.\n\nAs part of this restructuring, the Company reduced its headcount by approximately 75 employees, or approximately 20% of its total workforce as of the time the Company announced the restructuring. In 2024, the Company incurred aggregate severance charges of approximately $3.9 million, consisting of approximately $3.6 million of cash charges and approximately $0.3 million of non-cash charges arising from pre-existing contractual obligations to accelerate vesting of certain outstanding equity compensation awards. For the aggregate severance charges of approximately $3.9 million, the Company recorded in its consolidated statement of operations $0.9 million in cost of product sales, $1.4 million in research and development, $0.7 million in sales, marketing and support, and $0.8 million in general and administrative. The Company did not incur restructuring charges in 2025 related to the staged wind-down of the Company's manufacturing activities.\n\n75\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(16)     Segment Information\n\nThe Company manages its operations as a single operating segment for the purpose of assessing performance and making operating decisions, resulting in a single reportable segment. The Company has determined that its Chief Operating Decision Maker (CODM) is its Chief Executive Officer. The CODM reviews the Company’s financial information on a consolidated basis for the purpose of allocating resources and assessing financial performance.\n\nThe key measure of segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s consolidated net income (loss). This is reviewed against budgeted expectations to assess segment performance and allocate resources. The Company’s segment net income for 2025 and 2024 consisted of the following:\n\n76\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n Year Ended December 31,\n\n 20252024\n\nSales:\n\nService$98,407 $96,446 \n\nProduct12,602 17,382 \n\nNet Sales111,009 113,828 \n\nCost of service sales\n\nVSAT airtime40,977 52,980 \n\nLEO airtime18,919 4,883 \n\nOther (1)3,816 2,139 \n\n63,712 60,002 \n\nCost of product sales\n\nVSAT1,781 2,565 \n\nLEO5,147 6,120 \n\nTracVision & land mobile\n1,866 3,301 \n\nOther (2)10,481 6,621 \n\n19,275 18,607 \n\nResearch and development\n\nPersonnel costs2,832 7,109 \n\nProfessional fees123 191 \n\nOther (3)502 1,139 \n\n3,457 8,439 \n\nSales, marketing and support\n\nPersonnel costs14,447 14,400 \n\nProfessional fees1,247 852 \n\nOther (4)4,754 5,761 \n\n20,448 21,013 \n\nGeneral and administrative\n\nPersonnel costs8,540 9,448 \n\nProfessional fees2,426 2,475 \n\nOther (5)4,322 4,590 \n\n15,288 16,513 \n\nGoodwill impairment charge— — \n\nLong-lived asset impairment charge— 1,137 \n\nOther segment items (6)(3,788)(835)\n\nNet loss$(7,383)$(11,048)\n\n(1)Includes costs related to Inmarsat, service activations, content service, CommBox Edge and other miscellaneous\n\n(2)Includes costs related to CommBox Edge, TracNet Coastal, obsolete inventory write-off and other miscellaneous\n\n(3)Includes facilities and other less significant expenses\n\n77\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(4)Includes marketing expenses, external commissions, travel and entertainment, facilities expense, warranty expense and other less significant expenses\n\n(5)Includes the financing fees, facilities expense, computer expenses, depreciation and amortization and other less significant expenses\n\n(6)Other segment items includes interest income; other income (expense), net; and income tax expense (benefit) line items on the face of the income statement\n\nRegarding the Company's long-lived assets of $26,414, $8,788 of these assets are located in the United States. Regarding the assets located outside the United States, $5,612 are located in Singapore. The geographic location of the Company's AgilePlans revenue-generating assets has been determined based upon the customer shipping address.\n\n78\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\n(17)    Share Buyback Program\n\nOn December 9, 2024, the Board of Directors of the Company authorized a share repurchase program pursuant to which the Company may purchase outstanding shares of the Company’s common stock for an aggregate purchase price of up to $10 million. On March 6, 2026, the Board of Directors of our Company authorized an increase in the size of the repurchase program from $10 million to $15 million.\n\nUnder the program, the Company, at management’s discretion, may repurchase shares from time to time through various means, including on the open market, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The Company may elect to make purchases under Rule 10b-18 under the Securities Exchange Act of 1934, as amended, which imposes certain volume limitations, and/or under Rule 10b5-1 under that act, which would permit repurchases to occur during periods when the Company might otherwise be precluded from making purchases under insider trading laws or Company policy. The volume and timing of any such repurchases will depend on a variety of factors, including the availability of shares, price, market conditions, alternative uses of capital, liquidity, general business conditions, satisfaction of debt covenants, and applicable regulatory requirements. The program does not obligate the Company to repurchase any minimum number or dollar amount of shares, and the program may be modified, suspended or terminated at any time without prior notice.\n\nIn 2025, the Company repurchased 327 shares of common stock in open market transactions at a cost of approximately $1,743. Except as noted above, there were no other repurchase programs outstanding.\n\n(18)    Business Combination\n\nOn October 8, 2025 (the “Closing Date”), the Company entered into an agreement (the “Agreement”) to purchase the maritime satellite service business of a satellite services provider operating in the Asia-Pacific region (the “Seller”). The transfer of control from the Seller to the Company is referred to as the “Acquisition”. The Acquisition was consummated on the Closing Date. The Acquisition was funded from existing cash of the Company. These financial statements include results of operations following the consummation of the Acquisition for the period from October 8, 2025 through December 31, 2025, which include airtime revenue of $2.5 million and airtime costs of service sales of $1.5 million.\n\nIn connection with the acquisition, a subsidiary of the Company made offers of employment to eleven employees of the Seller, all of which were accepted. The Company also entered into transition arrangements with the Seller to facilitate the orderly transfer of the business. The transfer of certain agreements requires the consent of the counterparty. The Company expects that, if consent is not obtained, the Company and the Seller will fulfill those agreements through subcontracting arrangements, where permitted. The agreements remain terminable in accordance with their terms, and the unanticipated termination of any of the agreements may prevent the Company from realizing some or all of the anticipated benefits of the acquisition.\n\nPurchase Consideration\n\nThe aggregate purchase price consideration transferred from the Company to the Seller totaled $4,721, which consisted of cash payments at closing totaling $3,775 and non-cash consideration in form of the settlement of certain receivables owed to the Company by the Seller and valued at $945.\n\nAssets and Liabilities Acquired\n\nThe Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The acquisition resulted in recorded goodwill as a result of the synergies expected to be realized, assembled workforce, and how the Company expects to leverage the business to create additional value for its equity holders. The acquisition is expected to expand the Company’s maritime satellite communications distribution capabilities and customer base in the Asia-Pacific market. The acquisition is also expected to contribute incremental gross margin and be accretive to the Company’s earnings. The purchase price has been allocated to the tangible assets and\n\n79\n\n[Table of Contents](#i5a4839e12bec46a3975c437a702e060b_7)\n\nKVH INDUSTRIES, INC. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)\n\nDecember 31, 2025 and 2024\n\n(in thousands, except per share amounts)\n\nidentifiable intangible assets acquired and liabilities assumed based upon their fair values as of the acquisition date. The goodwill is expected to be deductible for income tax purposes.\n\nThe following table summarizes the fair value of the assets acquired as of October 8, 2025:\n\nFair value of assets acquired:\n\nInventory$615 \n\nIntangible asset:\n\nCustomer relationships3,374 \n\nGoodwill732 \n\n$4,721 \n\nThe Company engaged a third-party specialist to assist management in the determination of the estimated fair value of intangible asset acquired. The fair value of the intangible asset was estimated using Multi-Period Excess Earnings Method (MPEEM), an income approach specifically used to measure the fair value of intangible asset that generate distinct, separable cash flows. The use of MPEEM further supports the separability of customer relationships by demonstrating that the customer relationships generate standalone economic benefits and could be sold, licensed, or transferred, either independently or with related contracts or assets. The following table summarizes the acquired identifiable intangible asset, Closing Date fair value, and useful life:\n\nIntangible AssetClosing Date Fair ValueUseful Life in Years\n\nCustomer relationships$3,3749\n\nTransition Services\n\nThe Agreement included certain transition services to be provided by the Seller to the Company, which are not expected to be material.\n\nTransaction Costs\n\nIn conjunction with the Acquisition, the Company’s acquisition expenses of approximately $352 have been included within general and administrative expenses on the accompanying consolidated statements of operations.\n\n80"}