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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year end December 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ________
Commission file number: 0-28082
KVH Industries, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 05-0420589
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
50 Enterprise Center, Middletown, RI 02842
(Address of principal executive offices) (Zip code)
(401) 847-3327
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to section 12(g) of the Act: Common Stock,
$0.01 par value, per share. (Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K ( ).
As of March 22, 2000, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was $50,645,154 based upon a total of
5,829,658 shares held by non-affiliates and the last sale price on that date of
$8.69. As of March 22, 2000, the number of shares outstanding of the
Registrant's common stock was 7,597,339.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive Proxy Statement relating to the
2000 Annual Meeting of Shareholders are incorporated by reference into Part III
of this Report on Form 10-K. The Company anticipates that its definitive Proxy
Statement will be filed with the Securities and Exchange Commission within 120
days after the end of the Company's fiscal year end December 31, 1999.
INDEX TO FORM 10-K
PART I Page
Item 1. Business 1
Item 1a. Executive Officers and Directors of the Registrant as of December 31, 1999 8
Item 2. Properties 8
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters 9
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
Item 7A. Market Risk Disclosure 16
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 16
PART III
Item 10. Directors and Executive Officers of the Registrant 16
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain Beneficial Owners and Management 16
Item 13. Certain Relationships and Related Transactions 16
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K 16
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995 With the exception of historical information, the matters discussed in this
Annual Report on Form 10-K include certain forward-looking statements that
involve risks and uncertainties. Among the risks and uncertainties to which the
Company is subject are product life cycles, technological change, the Company's
relationship with its significant customers, market acceptance of new product
offerings, reliance on outside resources such as satellite networks, dependence
on key personnel, fluctuations in annual and quarterly performance and worldwide
economic conditions. As a result the actual results realized by the Company
could differ materially from the statements made herein. Shareholders of the
Company are cautioned not to place undue reliance on forward-looking statements
made in the Annual Report on Form 10-K or in any document or statement referring
to this Annual Report on Form 10-K. For a more detailed discussion of risks and
uncertainties, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Forward Looking Statements."
PART I
Item 1. Business.
Overview
KVH Industries, Inc. ("KVH" or the "Company") was organized in Rhode Island
in 1978 and was reincorporated in Delaware on August 16, 1985. The Company
completed its initial public offering in April 1996. The Company's executive
offices are located at 50 Enterprise Center, Middletown, RI, and its telephone
number is (401) 847-3327. Unless the context otherwise requires, references to
KVH or the Company include KVH Industries, Inc. and KVH Europe A/S, its Danish
sales subsidiary.
KVH utilizes its proprietary fiber optic, autocalibration and fluxgate
technologies to produce sensor systems with multiple market applications. The
Company currently sells its sensors as integrated components of navigation and
satellite communications systems for mobile marine and land applications in the
commercial, military and original equipment manufacturers ("OEM") markets. KVH's
digital navigation systems provide accurate, real-time heading, orientation,
position and pointing information. The Company's satellite communications
product line features stabilized antennas for in-motion marine and land
applications, and includes systems that provide two-way voice, fax and data
connections and systems that deliver television and certain data via direct
broadcast satellite ("DBS") services.
Since introducing the world's first commercial digital fluxgate compass in
1982, KVH has demonstrated an ability to continually advance the capabilities
and applications of its sensors and the systems into which they are integrated.
KVH first enhanced its stand-alone compass for sailing vessels by developing
proprietary software that automatically calibrated the system. The Company
further increased its marine product capabilities by incorporating Global
Positioning System ("GPS") compatibility for precise location data, adding
gyroscopes to measure pitch, roll and yaw, enhancing display readability and
designing compact, integrated systems that interface with other navigation
devices and sensors. By continually advancing product applications and designing
components to meet the needs of new customer groups, such as powerboat owners,
the Company broadened its reach in the marine market. To support its
international marketing of marine navigation products, the Company has
established a sales office, KVH Europe A/S in Hoersholm, Denmark, and a network
of distributors.
In its first foray into the land navigation market, KVH developed
militarized versions of its electronic compasses and began supplying them to the
United States Navy for amphibious vehicles in 1988. To expand its land
navigation product capabilities and market depth, the Company combined its
sensor and autocalibration technologies into fully integrated systems. In 1991,
the United States Marine Corps used KVH self-calibrating compasses for on-board
military land vehicle navigation during the Persian Gulf War. Subsequently, the
Company achieved increased accuracy and capabilities in its land mobile
navigation systems through GPS integration, incorporating navigation
capabilities for turreted armored vehicles and, ultimately, producing a fully
integrated tactical navigation system that provides heading, location and
targeting data to military vehicle commanders. In 1999, the Company advanced the
accuracy and durability of its military systems even more by introducing a
system that combined its proprietary fiber optic gyro with the proven
capabilities of its tactical navigation products. Tactical navigation and
digital compass systems are sold directly to the United States Department of
Defense and the armed forces of other countries in Europe and the Middle East.
Major defense contractors, including United Defense LP and General Motors
Corporation, also incorporate KVH navigation products in manufacturing military
land vehicles.
Sensor technologies were further leveraged when the Company created and
introduced in 1993 an active-stabilized antenna-aiming system that maintains a
continuous satellite link from moving platforms. KVH combined its sensors and
software to integrate real-time heading, orientation and position data and then
position the antenna to compensate for the ongoing, often severe directional
changes that vessels experience at sea. Initially, the antennas were used for
mobile marine voice transmission via Inmarsat M satellites. Ongoing advances in
satellite capabilities provide KVH with a continual flow of product
opportunities, as demonstrated by Inmarsat's launch of its mini-M satellite
constellation. The higher-powered mini-M satellites made it possible for the
Company to develop and in 1997 launch a system that is significantly smaller and
costs less per minute than earlier products while delivering mobile voice, fax
and data access worldwide. Further technological advances led to the 1998
introduction of one of the smallest and lowest-cost fully stabilized marine
telephony systems available for Inmarsat mini-M service.
In a parallel expansion of its stabilized antenna technology, in 1994 the
Company introduced its first system to enable mobile television reception via
DBS providers. Additional development efforts led to the 1998 launch of the
world's smallest fully stabilized antenna for mobile marine television reception
with systems designed for reception in North America and Europe. Also in 1998,
the Company exploited its mobile antenna capabilities and took a major step in
enabling broadband data delivery by offering users access to real-time stock
market and weather information. With subsequent advances, the Company expanded
its television product line to include:
o a system that incorporates the Company's newest digital gyro compass to
provide vessel navigation capabilities in addition to antenna control;
o a low-profile, low-cost system particularly suited to hardtop vessels
and houseboats;
o the first mobile system in the world capable of evaluating a range of
DVB-compatible and DSS satellite signals and then precisely
identifying, acquiring and maintaining tracking of a selected service;
and
o a system for mobile television reception from land vehicles such as
recreational vehicles (RVs) and motor coaches.
KVH enhanced its sensor capabilities in 1997 by acquiring the assets of the
fiber optic sensor group of Andrew Corporation. With no moving parts, fiber
optic sensors offer the benefits of long and stable operation and a lack of
sensitivity to shock and acceleration that makes them valuable in a broad range
of environments. For example, integrated fiber optic gyroscopes (FOGs) have the
ability to significantly increase heading and location accuracy at a lower cost
than comparable tactical navigation systems. Combining FOGs with satellite
control systems can potentially enable highly accurate antenna pointing for the
impending X-, K- or Ka-band communication systems that will provide ultra-high
data rate transmissions. FOGs also have demonstrated applications in military
navigation, turret stabilization, robotics, merchant vessel navigation,
precision agriculture, measuring electrical power flow, aviation flight control
and positive train control. In 1999, the Company began receiving orders for one
of its FOG-integrated tactical navigation systems for the military. Fiber optic
products are manufactured at the Company's Tinley Park, Illinois, facility.
Sensor-based Products for Communications
KVH has determined that there are significant opportunities for its
sensor-based systems in the mobile communications market where the worldwide
growth in demand for audio, data and video accessibility is eliciting
significant growth in satellite availability. Advantages that satellites offer
over land-based communications technologies include rapid service
implementation, broad market reach that is independent of customer density,
global access for mobile travelers throughout the world and broadband
capabilities. Bandwidth on demand is required for delivering television,
high-speed data and multimedia (e.g., Internet access, corporate networking and
video conferencing) services. Recent studies project that the availability of
broad bandwidth required for two-way connections to the Internet and other
satellite services will grow exponentially to meet worldwide demands for
anytime, anywhere access.
KVH is using its core sensor, robotic and software technologies to develop
systems that are synergistic with the escalating demand for mobile
communications applications and that benefit from the ongoing growth in
satellite availability. The Company also recognizes that mobile users need, and
are seeking, integrated, simplified access to those capabilities. As a result,
the Company focuses on designing turnkey and OEM systems in the areas of
broadcast, datacast and telephony.
A key component of KVH communications products is the Company's proprietary
three-axis, fully stabilized antenna, which maintains satellite contact with
geostationary satellites when a vessel or vehicle platform is in motion. The
antennas use a KVH digital gyro compass and inclinometer to measure precisely
the pitch, roll and yaw of an antenna platform in relation to the earth. The
Company's proprietary stabilization and control software and on-board
microprocessors use that data to compute the antenna movement necessary to
maintain satellite contact and then transmit precise motor control instructions
to aim the antenna. KVH has designed its antennas to permit rapid initial
acquisition of the satellite signal without operator intervention.
KVH Tracphone(R) systems deliver voice, fax and data via the mini-M
satellite constellation operated by Inmarsat (the International Maritime
Satellite Organization), a consortium of 79 countries that operate a network of
geostationary satellites providing worldwide communications services through
mobile terminals on air, sea and land. Per-minute airtime rates for mini-M
service average more than 50 percent less than Inmarsat's A/B service rates,
which gives the Company an additional competitive edge. The telephony systems
being sold worldwide include:
o Tracphone 25, which was named Best Satellite Telephone System by the
National Marine Electronics Association ("NMEA") in both 1998, the year
the antenna was introduced, and 1999. Due to its compact size,
Tracphone 25 is suitable for boats as small as 35 feet in length. The
base price for Tracphone 25 is $6,295.
o Tracphone 50 was introduced in 1997 and is used primarily on larger
vessels such as fishing boats and bulk carrier fleets. The base price
for Tracphone 50 is $6,995.
The Company has a DBS antenna system product line for mobile television and
data reception on boats and land vehicles. Marine systems include:
o TracVision G4 was introduced in Europe in 1999 and in North America in
early 2000 as the first single-antenna system designed to receive
broadcast signals from a range of satellites and transponders that are
compatible with Digital Video Broadcasting (DVB) and then accurately
identify, acquire and maintain tracking of the one a mobile user
selects. DVB service has become the international standard for digital
satellite transmission, and TracVision G4 represents an important
milestone in the Company's drive to provide global marine television
access. In North America, users can select from DISH(TM) Network and
Expressvu DVB services, and from DIRECTV(R)'s Digital Satellite System
(DSS) service. In Europe, service selections include Astra 1, Astra 2,
Hispasat, Hotbird, Sirius, Thor and Turksat. Users also can expand
their TracVision G4 library with two additional DVB satellite services
of their choice, a unique flexibility in digital entertainment
services. Service activation capabilities are built in by KVH and
costs depend upon which packages a user selects when establishing
service with the provider. TracVision G4, an upgrade to the TracVision
45 KVH introduced in Europe in 1998, significantly increases the reach
of mariners in the coastal waterways of Germany, The Netherlands,
Belgium, France and sections of the United Kingdom. The system also
features KVH's award-winning Azimuth(R)GyroTrac(TM), an
attitude/heading reference system that provides gyro data to the
TracVision G4 and other on-board electronics. The base price for
TracVision G4 is $6,495 ($6,995 if pre-configured for European
operation).
o TracVision 4 was introduced in February 2000 as the successor to
TracVision 3, winner of the 1999 NMEA Best Satellite Television System
Award. At a base price of $4,995, TracVision 4 receives and decodes
signals from a range of DVB-compatible and DSS satellites and
transponders in North America and Canada. TracVision 4 users can
subscribe to a variety of services from DIRECTV, a subsidiary of GM
Hughes Electronics, Expressvu, and DISH Network's EchoStar(R). Users
also can upgrade TracVision 4 to include the global features of the KVH
TracVision G4.
o TracVision Cruiser, the lowest-cost, lowest-profile mobile marine
television system available, was introduced in 1999. TracVision Cruiser
is particularly suited to hard-top vessels and houseboats where the
most-advanced, heavy-seas tracking features of TracVision 3 may not be
needed. At a low cost of $3,495, TracVision Cruiser expands the
potential market among mariners for mobile television systems.
KVH introduced TracVision LM, its first land mobile satellite communications
product, in February 1999. TracVision LM is designed to integrate with
television systems to deliver DBS channels to on-the-move recreational and
sports utility vehicles, motor coaches, vans, mini-vans and long-haul trucks at
an affordable cost of $2,995. Although the land mobile market was new to KVH in
1999, by the end of the year TracVision LM had secured a dominant position in
sales. In addition to establishing a third-party network of dealers and
distributors such as River Park, Inc., and Camping World to market TracVision
LM, KVH implemented OEM agreements with Marathon Coach, Inc., and other RV
manufacturers in 1999. Camping World, the world's largest retailer of RV
accessories and supplies, selected KVH's TracVision LM as the first in-motion
satellite television system to meet its standards for quality and affordability
and thus be offered through its 30 retail stores and catalog, which is mailed to
over 2 million people. Marathon Coach, the largest luxury bus conversion
manufacturer in the world, selected TracVision LM for installations on newly
built 2000 models and older models, and as a standard feature beginning with its
2001 models. A leading supplier of in-motion satellite systems to the United
States RV industry, River Park, is marketing TracVision LM to its OEM customers
and retail dealer network throughout the Midwest.
Analysts covering the RV industry in the United States have projected that
this market will experience significant, long-term growth, driven primarily by
an aging baby boomer population (45 and older) with expendable funds and
potentially many retirement years to fill. This age group has both higher
discretionary income levels and the highest RV ownership of any other age group,
and the United States Census Bureau estimates that by 2010 up to 78 million
Americans will have moved into their peak earnings and vacation years. Based on
these factors, the Company believes there is significant, long-term revenue
potential for its land mobile satellite systems.
Sensor-based Products for Navigation
KVH also sells sensor-based products for navigation applications in the
marine and military markets. Compass systems utilize the Company's digital
fluxgate heading sensor to sample the surrounding magnetic field and output
precise heading data. These signals are relayed to an on-board microprocessor,
where filtering and averaging algorithms developed by the Company translate the
output to stable heading information. The Company's proprietary autocalibration
software continuously and automatically compensates for the effects of magnetic
interference. In highly dynamic applications where greater accuracy and fully
stabilized heading output is required, KVH integrates the sensor with one or
more angular rate gyros and inclinometers. This integration provides
three-dimensional error correction and stabilization capabilities previously
available only from more costly systems. The Company is integrating FOG sensors
into its navigation and communication product lines to create enhanced systems
with broader market potential.
Marine sensor systems include:
o The GyroTrac was introduced in 1998 as the successor to the Company's
Azimuth Digital Gyro Compass, and each has earned the NMEA Best Gyro
Compass award, in 1999 and 1998, respectively. The 1998 system
incorporated in one package multiple navigation capabilities that
previously were available as options, thereby reducing the overall cost
to customers and making installation easier and more efficient.
GyroTrac retails for $2,995, and in early 2000 it was further updated
with solid state components to increase its reliability and performance
capabilities.
o The Azimuth 1000, selected by NMEA as Best Electronic Compass in 1998
and 1999, which retails for $345.
o Sailcomp(R) digital fluxgate compass systems that feature a starting
timer and displays showing head/lift and off-course data. In addition,
Sailcomp interfaces with Loran or GPS to display alternates between
bearing to waypoint and go-to distance. Sailcomp retails for $795.
o DataScope(R), a hand-held compass and rangefinder that retails for $445
and is used in marine, outdoor, military, technical, sporting and
commercial applications.
For the military market, KVH has designed a variety of sensor products
ranging from a simple GPS-compatible compass system with a single commander's
display to a complete, integrated system that provides full tactical navigation
and targeting capabilities and includes up to three separate commander's,
gunner's and driver's displays. TACNAV(TM) systems are installed in a variety of
light-armored fleets, including the United States AAV-7, LAV-25 and Bradley
Fighting Vehicle, the Swedish Army's CV90 fleet and the Canadian Army's RECCE
and APC. Individual military system retail prices range from $5,000 to $20,000
and the product line includes:
o TACNAV Light is designed for support vehicles that provide the
emergency medical care, troop transport, gas, food, ammunition and
other supplies that forces in the field rely upon to keep functioning.
KVH created TACNAV Light to fill a previously unmet requirement for
affordable, precise navigation capabilities on military tactical
support vehicles. A basic TACNAV Light uses a smart electronic compass
that detects and compensates for any distorting magnetic effects of a
vehicle to provide continuous heading data to drivers. With optional
upgrades, TACNAV Light also can provide GPS integration for steer-to
and cross-track error navigation, dead-reckoning to back up GPS and
provide full-time position data, and commanders' displays that show
vehicle position.
o TACNAV TLS systems combine target-locating and turret-pointing
capabilities with the navigation features of a TACNAV Light to meet
the needs of mid-weight armored tanks. Through an interface with a
vehicle's turret angle encoder, TACNAV TLS provides an azimuth display
for target acquisition, target hand-off, friend-or-foe identification,
battlefield orientation and far-target location. TACNAV TLS
automatically acquires and reacquires targets through an interface
with the laser rangefinder, providing range and bearing, and target
grid coordinates. Widely used by the United States, Sweden and Canada,
TACNAV TLS's were selected in 1999 by the United Kingdom for targeting
and positional applications in its military fleets. The initial order
for nearly $500,000 was installed on vehicles the U.K. is using in
Europe. TACNAV TLS also has been selected by the United States Army
for testing as a key component in the Task Force XXI Battle Command
Brigade and Below program. The vehicle location data that TACNAV TLS
provides is key to the overall success of the Task Force XXI program
as it develops an integrated tactical computer system that provides
real-time digital information, electronic coordination and situational
awareness to battlefield commanders.
o TACNAV FOG combines the proven performance of TACNAV TLS systems with
the high accuracy of a KVH fiber optic sensor. For the most demanding
combat vehicles conducting rapid maneuvers, the increased accuracy in
a TACNAV FOG enables in-motion firing by precisely sensing azimuth
rotation of the vehicle and supplying data continuously to the system
for calculation. TACNAV FOG costs significantly less than competing
inertial systems, and the maintenance-free, solid-state design has a
longer lifespan than systems with mechanical gyros. Delfin systems, a
business unit of Titan Corporation, selected TACNAV FOG in 1999 to
meet highly precise heading and position specifications for a
vehicle-mounted signal intelligence system it is developing for the
United States Army. Delfin is integrating TACNAV FOGs with its radio
direction-finding systems for installation on HMMWVs.
Under a Phase II Small Business Innovation Research (SBIR) grant awarded in
1999 by the United States Navy, the Company is developing GPFOG, an azimuth and
attitude sensing system that will increase system bandwidth, robustness and
accuracy while providing protection from GPS outages. GPFOG combines three
low-cost sensor technologies; a three-axis FOG, GPS technology and an
accelerometer. The inertial sensors (gyros and accelerometers) improve system
accuracy and, during GPS outages, maintain accurate azimuth and attitude data.
The potential market worldwide for tactical navigation products is
substantial. Particularly in the United States, there are increasing calls for
the military to transform itself from a conventional battlefield threat to a
more flexible and rapidly deployable force that can dominate in the changing
formats of international conflicts in the late Twentieth and early Twenty-first
centuries. Such a transformation requires consistent, highly accurate navigation
equipment that can be retrofit in existing vehicles and installed in new ones.
The Company believes it has developed a tactical navigation product line that is
broadly and highly competitive in this international market.
Commercial OEMs also use FOG sensors and a variety of digital heading
sensors, stabilized gyro compasses, rate sensors, inclinometers, sensing coils
and other standard sensors and sensor systems from KVH for applications such as
measuring electrical power flow, robotics, positive train control and precision
agriculture. The basic component of FOG sensors is EoCore(TM), a proprietary
optical fiber manufactured by KVH. Products sold to OEMs range in price from
$1,500 to $50,000 and include:
o EoCore 1000, an affordable commercial FOG for stabilization and
positioning applications; o EoCore 2000, a precision FOG for the most
demanding stabilization and positioning applications;
o An EoCore 4000 series that provides low-cost, high-performance
stabilization, positioning and fire control capabilities for military
applications;
o Autogyro(R) FOG, a sensor for integration into AVL navigation and
robotics systems; o CPS(TM), a continuous positioning system that
features GPS/FOG dead reckoning and a navigation system; o DCPS(TM), a
differential CPS for demanding dynamic positioning applications; and o
NoFOG(TM), a north-finding earth rate sensor with
military-specification precision.
Sales and Marketing
The Company sells its sensor products and systems through a variety of
channels, including a direct sales force and a network of dealers, value-added
resellers, distributors and sales representatives. KVH's commercial and
recreational marine navigation products are sold and supported through:
o a domestic dealer network of more than 400 catalog chain outlets,
including West Marine, Boaters' World and Boat U.S.; o more than 200
technical marine electronics value-added resellers; o over 60 overseas
distributors; and o an independent manufacturer's sales representative
network in all domestic sales regions.
A world-wide network of technical dealers and distributors established by
KVH sells the Company's antenna-aiming communications systems directly to both
manufacturers of satellite telephone transceivers and as turnkey systems to
end-users. Land mobile satellite television systems are sold through an
established network of RV, coach and other vehicle dealers, distributors and
manufacturers throughout North America.
KVH markets its military navigation products to the armed forces of the
United States and other countries and to OEM manufacturers through a direct
sales force, distributors and independent sales representatives. The Company
also uses its direct sales force, distributors and sales representatives to sell
embedded sensors and sensor systems to a broad range of OEM manufacturers,
including Lockheed Martin, Harris and Raytheon. FOG sensors are sold directly to
OEM customers through the same distribution system that the Company utilizes to
sell its commercial digital sensors. The Company's agreements with its dealers,
value added resellers, distributors and sales representatives generally are
non-exclusive. The Company's products are sold in Europe through KVH Europe A/S
and elsewhere in the world through a network of distributors.
Backlog
The Company includes in its backlog only firm orders for which it has
accepted a written purchase order. Many of the Company's orders are subject to
cancellation, generally without penalties. In particular, the Company's military
orders can be canceled at any time for the convenience of the customer. However,
the Company may recover actual costs incurred through the date of cancellation
as well as those costs incurred due to the termination.
The Company's revenue from commercial and recreational marine markets is
derived primarily from sales to non-stocking distributors, retail chains, OEMs
and other resellers who require short lead times for delivery of products to
end-users. The Company manufactures its products on a just-in-time basis.
Customers may cancel or reschedule orders without significant penalty and the
prices of products may be adjusted between the time the purchase order is booked
into backlog and the time the product is shipped to the customer. For these
reasons, the Company believes that its backlog in general, and its backlog of
commercial and recreational marine orders in particular, are not necessarily
meaningful in predicting the Company's actual revenue for any future period.
The Company's backlog at December 31 was $0.7 million in 1999 and $3.0
million in 1998. The Company expects to ship all its backlog at December 31,
1999, during 2000. The Company's total backlog at December 31, 1999 included
$0.1 million in military navigation system orders, $0.5 million in mobile
satellite communication and $0.1 million in FOG product orders. The Company's
total backlog at December 31, 1998 included $2.0 million in military navigation
system orders and $1.0 million in mobile satellite communication and FOG product
orders.
Research and Development
The Company's research and development efforts are based on its core sensor
technologies and focused on developing new products that will have broad
application across existing and anticipated strategic markets while improving
performance and reducing manufacturing costs for products in the market. A
substantial portion of the Company's research and development expenditure is
devoted to basic research for core technology development projects.
The Company's research and development activities fall into two categories:
internally funded research and development and customer-funded research and
development. The Company has financed virtually all of the cost of developing
the Company's marine navigation and satellite communications products. Prior to
1999, development of the Company's core sensor technologies was subsidized to a
large extent by grants under the United States government's SBIR program. Much
of the funding used to develop KVH's products for the military navigation
market, in which a significant engineering effort to develop enhanced features
requested by the customer is frequently involved, also has been derived from
government sources. However, in 1999 the Company internally funded a large
percentage of its military and FOG research. Customer-funded research and
development is included in cost of sales.
The Company's total expenditures for research and development during 1999,
1998 and 1997 were as follows:
Year ended December 31,
1999 1998 1997
---- ---- ----
(in thousands)
Internally funded research and development $ 4,199 3,991 3,175
Customer funded research and development 648 936 630
------- -------- --------
Total research and development $ 4,847 4,927 3,805
======= ======== ========
Manufacturing
The Company's manufacturing operations consist primarily of final assembly
and test of products, materials procurement management and quality assurance.
The Company manufactures certain subassemblies and components, such as fluxgate
and fiber optic sensor coils, incorporating them into sensor-driven navigation
and communication systems. The Company contracts with third parties for services
such as the fabrication and assembly of printed circuit boards, injection-molded
plastic parts and machined metal components.
KVH believes there are a number of acceptable vendors for most components
and third-party services used in manufac-turing its products and the Company
actively evaluates and selects suppliers for quality, dependability and cost
effective-ness. In some instances where KVH has obtained certain components and
services from a sole source to maintain quality control or develop a strategic
supplier relationship, the Company has experienced production delays due to
insufficient supplies, delivery delays, poor quality control or failure to meet
design requirements. Future shortages, delays or other problems could adversely
affect production and, consequently, Company operating results. (See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Forward Looking Statements-Risk Factors.")
Competition
The Company encounters significant competition in each of its markets. In
the mobile satellite antenna-aiming market, KVH has determined that the
principal bases of competition are system performance, reliability, antenna
size, cost and customer support. Major competitors in this market include Sea
Tel, Datron and Nera corporations and Westinghouse Electric Company.
In the market for military vehicle tactical navigation systems, the Company
competes with a large number of domestic and international companies that
produce dead-reckoning, inertial, GPS-based, or radio-based navigation systems
and systems that provide integrated magnetic heading and GPS navigation
capabilities. While some competitors may have a longer history of manufacturing
and marketing military products, KVH has developed a comprehensive tactical
navigation product line with a breadth of vehicle applications that is unique
and highly beneficial to the military. The Company believes that the principal
bases of competition in the market for military land vehicle navigation systems
are: product performance; field reliability; ease and flexibility of
installation, maintenance and field modification; and price, size and weight of
the unit.
In the highly competitive commercial and recreational marine navigation
market, the Company's principal competitors include a large number of domestic
and international companies that manufacture and market stand-alone digital
compasses, digital heading sensors and integrated instrument systems. The
Company believes that the principal bases of competition in the commercial and
recreational marine navigation market include product design and performance;
flexibility and ease-of-use; product quality and the quality of customer
support; and vendor reputation.
The Company's fiber optic gyro and embedded sensors compete with products
of a large number of companies, including Murata and Hitachi Corporation, that
produce gyroscopic rate sensors for sale in the OEM market. A number of these
sensors are less accurate and substantially less expensive than the Company's
products. Other competitors in the gyroscopic rate sensor market include Litton
and Honeywell corporations.
Intellectual Property
The Company's ability to compete effectively depends to a significant extent
on its ability to protect its proprietary information. The Company relies
primarily on trade secret laws, confidentiality procedures and licensing
arrangements to protect its intellectual property rights. The technology
licenses on which the Company relies include an angular rate gyro license from
Etak, Inc. and a license from Thomson Consumer Electronics, Inc. relating to
certain consumer electronic components.
The Company has 26 issued United States patents covering the Company's core
sensor and fiber optic technologies. The Company will seek further patents on
its technology, if appropriate. In addition to patents, the Company registers
its product brand names and trademarks in the United States and other key
markets where the company does business around the world. Expiration of the
Company's patents and trademarks range from May 20, 2003, to March 5, 2016.
The Company generally enters into confidentiality agreements with its
consultants, key employees and sales representatives and generally controls
access to and distribution of its technology, software and other proprietary
information. Despite these precautions, it may be possible for a third party to
copy or otherwise obtain and use the Company's products or technology without
authorization, or to develop similar technology independently. Also, the Company
has delivered certain technical data and information to the United States
government under procurement contracts.
Employees
As of December 31, 1999, the Company employed 170 full-time employees. The
increase in total employees from 154 at December 31, 1998, resulted primarily
from a need to strengthen research and development, customer support and
marketing activities related to new products. KVH utilizes the services of
temporary or contract personnel within all functional areas to assist on
project-related activities.
The Company believes its future success will depend in large part upon the
continued service of its key technical and senior management personnel and upon
the Company's continuing ability to attract and retain highly qualified
technical and managerial personnel. None of the Company's employees are
represented by a labor union. The Company has not experienced any work stoppage
and considers its relationship with its employees to be good.
Government Regulation
The Company's manufacturing operations are subject to various laws
governing the protection of the environment. These laws and regulations are
subject to change, and such change may require the Company to improve technology
or incur expenditures to comply with such laws and regulation. The Company
believes that it complies in all material respects with applicable environmental
laws and regulations and does not expect that any costs in connection with
complying with such laws or regulations will have a material effect on the
Company's results of operations, financial position or liquidity.
The Company is subject to compliance with the United States Export
Administration Regulations. Because some of the Company's products have military
or strategic applications, some products are on the Munitions List of the
International Trafficking in Arms Regulations or are subject to a requirement
for an individual validated license from the Department of Commerce in order to
be exported to certain jurisdictions. Under the Exon-Florio Amendment to the
Defense Production Act of 1950, the United States President has authority to
investigate and unwind any investment by foreign persons that could result in
foreign control of an entity, if the President determines that foreign control
would threaten national security.
Item 1a. Executive Officers and Directors of the Registrant as of December 31,
1999
The following is a list of all current executive officers and directors of KVH
Industries, Inc.
Held Officers' Previous Business Experience
Name Age Current Position Since (If current position held <5 years)
---- --- ---------------- ----- -----------------------------------
Martin A. Kits van Heyningen* 41 President 1982
Director** 1982
Chief Executive Officer 1990
Richard C. Forsyth 53 Chief Financial Officer 1988
Sid Bennett 61 Vice President, FOG Business 1997 1985-1997: Director, Sensor Products,
Development Andrew Corporation, and President,
Andrew-Thompson Broadcasting
Christopher T. Burnett 45 Vice President, Business 1994
Development
James S. Dodez 41 Vice President, Marketing 1998 1995-1998: Vice President of Marketing
and Sales Support and Reseller Sales, KVH
Robert W.B. Kits van Heyningen* 43 Vice President, Research and 1998 1982-1998: Vice President of
Development Engineering, KVH
Director** 1982
Mads E. Bjerre-Petersen 56 Managing Director, 1992
KVH Europe A/S
Arent H. Kits van Heyningen* 84 Chairman of the Board 1982
Mark S. Ain 56 Director** 1997
Stanley K. Honey 45 Director** 1997
Werner Trattner 47 Director** 1994
Charles R. Trimble 58 Director** 1999
- ------------------------------------
* Arent H. Kits van Heyningen is the father of Martin A. Kits van Heyningen and
Robert W.B. Kits van Heyningen. ** For detailed information about KVH directors,
see "Board of Directors" in the Proxy Statement, which is incorporated by
reference.
Item 2. Properties.
In May 1996, the Company purchased a 75,000-square-foot building in
Middletown, Rhode Island. The building serves as headquarters for KVH executive
and administrative functions and as a development and manufacturing facility for
all products except fiber optics. The Company believes it is well positioned for
some time to quickly expand production in response to demand, as the Middletown
manufacturing facility is not yet at maximum capacity.
KVH manufactures its fiber optic products in a 23,000-square-foot facility
in Tinley Park, Illinois, under a seven-year, renewable lease that expires March
31, 2005. The annual rent was $152,121 during the first year with a 3%-per-year
escalation in subsequent years, and the build-out cost was approximately
$800,000. Substantial fixed costs for maintaining operations at the fiber optic
facility, which currently is not at full production due to slow sales, have
adversely affected the Company's financial results during 1998 and 1999. Over
the past two years, KVH accelerated its integration of fiber optic sensors into
its military products, and the first military sales occurred in 1999. Based upon
favorable acceptance of these products, the Company anticipates that the order
flow will accelerate, increasing the capacity utilization of the Tinley Park
facility. Product demand indicates that full utilization of the Tinley Park
facility is possible towards the latter part of 2000.
Item 3. Legal Proceedings.
In the ordinary course of business, the Company is a party to legal
proceedings and claims. In addition, from time to time the Company has
contractual disagreements with certain customers concerning the Company's
products and services. In a complaint filed on February 14, 2000, (KVH
Industries, Inc. v. Datron/Transco, Inc., C.A. No. 00-067T [D.R.I.]), KVH has
alleged that Datron/Transco, Inc., breached a 1999 agreement between the parties
and infringed upon KVH's United States Letters Patent No. 5,835,057. For relief,
KVH is seeking contractual damages and treble compensatory damages for willful
infringement as well as preliminary and permanent injunctive relief. Datron
responded to the complaint on March 14, 2000. Datron has denied KVH's
allegations and is seeking a declaratory judgement that KVH's patent is invalid
and that Datron has not infringed the patent. Datron has also brought an
antitrust counterclaim, pursuant to which it seeks injunctive relief and treble
damages. The Company believes that it will prevail in this action and that the
lawsuit will not have a material effect on operations or capital resources.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The Company's common stock has traded on the NASDAQ National Market under
the symbol KVHI since April 8, 1996. As of March 22, 2000, 167 stockholders of
record owned the Company's Common Stock. The Company has never declared or paid
any cash dividends on its Common Stock and does not intend to pay cash dividends
on its Common Stock in the foreseeable future. The Company intends to retain
earnings for reinvestment in its business.
The Company's stock commenced trading on April 2, 1996 at $6.50. On March
22, 2000, the closing sale price for the Company's Common Stock was $8.69.
1999 1998
----------------------- ----------------------
High Low High Low
First Quarter $ 2.063 1.000 $ 4.500 3.875
Second Quarter 3.188 2.000 3.250 3.125
Third Quarter 2.875 2.031 2.250 1.875
Fourth Quarter 3.500 2.125 1.625 1.219
Item 6. Selected Financial Data.
The following selected financial data is derived from the Company's
financial statements. This data should be read in conjunction with Item 8,
Financial Statements and Supplementary Data, and with Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.
Year Ended December 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(in thousands, except per share data)
Consolidated Statement of Operations:
$
Net sales 22,822 20,630 25,570 25,687 14,150
Cost of goods sold 15,034 14,100 14,085 14,607 8,447
------------ ------------ ------------ ------------ ------------
Gross profit 7,788 6,530 11,485 11,080 5,703
Operating expenses:
Research and development 4,199 3,991 3,175 2,431 1,279
Sales and marketing 5,471 4,470 3,738 3,040 2,494
General and administrative 2,112 2,225 1,895 1,624 1,058
------------ ------------ ------------ ------------ ------------
Operating (loss) profit (3,994 ) (4,156 ) 2,677 3,985 872
Other (income) expense:
Interest expense (income), net 40 (57 ) (327 ) (278 ) 27
Other (income) expense (20 ) (27 ) (95 ) 14 20
(Gain) loss on currency translation (63 ) (198 ) (138 ) 50 (4)
------------ ------------ ------------ ------------ ------------
(Loss) income before income tax
(benefit) expense (3,951 ) (3,874 ) 3,237 4,199 829
Income tax (benefit) expense (1,254 ) (1,608 ) 1,020 1,743 (365)
------------ ------------ ------------ ------------ ------------
$
Net (loss) income (2,697 ) (2,266 ) 2,217 2,456 1,194
============ ============ ============ ============ ============
Per share information (1):
Net (loss) income per common share-
basic $ (0.37 ) (0.32 ) 0.31 0.39 0.25
============ ============ ============ ============ ============
Net (loss) income per common share-
diluted $ (0.37 ) (0.32 ) 0.30 0.35 0.21
============ ============ ============ ============ ============
Weighted average number of shares outstanding:
Basic 7,235 7,124 7,049 6,370 4,862
============ ============ ============ ============ ============
Diluted 7,235 7,124 7,498 7,055 5,710
============ ============ ============ ============ ============
December 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(dollars in thousands)
Consolidated Balance Sheet Data:
$
Working capital 7,733 8,486 12,410 12,570 3,214
Total assets 19,835 18,746 21,805 21,544 7,931
Long-term obligations (2) 2,870 0 7 61 113
Total shareholders' equity 14,502 17,070 19,194 16,563 3,654
(1) See note 1 of Notes to Consolidated Financial Statements for an explanation
of the method of calculation.
(2) Includes obligations under mortgage note
payable. See notes 5 and 15 of Notes to Consolidated Financial Statements.
Item 7. Management's Discussion and Analysis of Financial Condition and Result
of Operations.
Overview
The general financial condition and results of operations for KVH
Industries, Inc., which will be addressed in this discussion will include
information about:
o factors that affect our business; o what our earnings and costs were in
1999 and 1998; o why those earnings and costs were different from the years
before; o where our income came from; o how all these factors affected our
overall financial condition; o what we spent for capital projects from 1997
through 1999; and o how we will pay for future operations.
As you read Management's Discussion and Analysis, it may help to refer to our
Consolidated Statements of Operations on page 23, which presents the results of
our operations for 1999, 1998 and 1997. During the time period covered by this
discussion, we have undergone a number of significant changes. These changes
have resulted in notable variances in our revenues, expenses, debt and total
assets. In reading this discussion, please keep certain events in mind:
o Since 1997, we have been targeting the communications and military
navigation industries, where there are significant market
opportunities. This shift from our previous emphasis on the marine
navigation industry, with its many competitors and low margins, has
been a time-consuming and costly process.
o An important step in our new strategy, acquiring a fiber optic sensor
technology and the experienced staff to support and advance it, has
required a substantial investment of funds to date.
We derive revenues from sensor products and systems sold to a range of
commercial, military and OEM markets in the communications and navigation
industries. Our products include:
o stabilized antenna systems for mobile satellite applications such
as voice, fax and data transmission and televisionreception;
o positional and heading systems for tactical military applications in
amphibious and land vehicles and for commercial applications in land
vehicles;
o digital compasses and instrument systems for recreational, commercial and
military applications; and o embedded fiber optic sensors.
Our in-house sales and marketing groups have established a worldwide
network of independent sales representatives and distributors to market the
Company's products. The majority of sales, product distribution and customer
service is conducted at our headquarters in Middletown, Rhode Island, and the
European market is managed through our subsidiary in Hoersholm, Denmark. The
manufacturing process consists primarily of light assembly and final test, which
is conducted at our facilities in Middletown, Rhode Island, and Tinley Park,
Illinois.
During 1999, we had an increase in communications sales of more than 83
percent, primarily due to the new land mobile satellite system we launched in
February. This entry into a new market also was our most successful product
launch ever, and 1999 sales exceeded Company expectations. Initial sales have
been primarily to owners, manufacturers and distributors of RVs and luxury motor
coaches. RV and motor coaches together represent a potential market for us of
some 2.4 million existing vehicles and more than 500,000 new vehicles each year,
and statistics and reports compiled by industry analysts indicate that this
market will see considerable growth over the next 10 years. Continued growth in
sales of marine mobile satellite systems during 1999 also contributed to the
increase in communications revenues.
Our navigation sales were down during 1999 primarily because military
orders decreased. The military sales decline was principally due to longer sales
cycles than originally anticipated for projects that were awarded to us, and as
a result sales did not meet our expectations for the year. At the same time, the
increasing pressure within branches of the United States military during 1999 to
create new, more mobile forces was a strong validation of our product strategy
for this market. Transforming military forces from a conventional, open-terrain
threat to something more adaptable to the varied international crises that
currently occur requires the consistent, highly accurate navigation capabilities
that we believe is designed into our tactical navigation systems. Worldwide, the
market for military retrofits and new installations of tactical navigation
products is enormous and we are aggressively pursuing customers in many
countries. Also during 1999, integration of our tactical navigation systems and
fiber optic gyros (FOGs) advanced and we began taking orders for this new
addition to our product line. We also sell fiber optic sensors to OEM customers,
and in 1999 we strengthened our sales efforts in this area.
Results of Operations
The following table sets forth, for the periods indicated, certain financial
data as a percentage of total revenues:
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
Net sales 100.0 % 100.0 100.0
Gross profit 34.1 31.7 45.0
Research and development 18.4 19.3 12.4
Sales and marketing 24.0 21.7 14.6
General and administrative 9.3 10.8 7.4
Operating (loss) profit (17.6 ) (20.1) 10.6
Other expense (income), net (0.3 ) (1.4) (2.1)
(Loss) income before income tax
(benefit) expense (17.3 ) (18.7) 12.7
Income tax (benefit) expense (5.5 ) (7.8) 4.0
Net (loss) income (11.8 )% (10.9) 8.7
Years Ended December 31, 1999 and 1998
Net Sales. Net sales increased to $22.8 million from $20.6 million in 1998,
primarily due to strong communications sales that offset lower-than-expected
navigation sales. Product sales were $22.0 million in 1999 and $19.6 million in
1998 with respective customer-funded research of $0.8 million and $1.0 million.
Communications revenues increased 73% in 1999 to $11.4 million from $6.6 million
in 1998 as strong sales of mobile television satellite systems for our new
market in land vehicles exceeded expectations and our marine mobile satellite
systems continued to sell well. Navigation revenues were $11.4 million in 1999
compared to $14.0 million in 1998, a decrease of more than 18% that is
attributable to unanticipated declines in high-margin military sales. While we
were selected for a number of high-margin military products, revenues were lower
than anticipated due to longer timeframes for completing contracts than we had
expected. Navigation products incorporating fiber optic sensors in 1999
decreased to $1.4 million from $1.7 million in 1998, reflecting the
discontinuance of bus navigation products in late 1998. The bus navigation
product was a legacy product acquired through acquisition. The decision to
withdraw the bus navigation product from the marketplace was based on
excessively high post sales support costs that made the economics of this
product unfeasible. Our acquisition of fiber optic technology in 1997 was driven
by our need to incorporate more accurate sensors into our existing product
offerings. The process of integrating FOG technology has taken longer than
anticipated, however, we received our first order for a tactical navigation
system with an integrated fiber optic sensor in 1999 and anticipate sales in
this product area will grow rapidly.
Cost of Goods Sold. The Company's cost of goods sold consists primarily of
direct labor, material and indirect manufacturing costs. Customer-funded
research and development costs of $0.6 million in 1999 and $0.9 million in 1998
are also included as costs of sales. As a percentage of net sales, cost of goods
sold decreased 2% in 1999 to 66% from 68% in 1998 due to two opposing factors.
The positive impact of decreases in labor and material costs were offset by
increases in manufacturing overheads, netting out to positive savings.
Manufacturing overheads increased to $5.2 million in 1999 from $3.8 million in
1998 due to costs associated with initiating and scaling up production of new
products and the under utilization of the Tinley Park manufacturing facility.
Fixed manufacturing overheads at our Tinley Park facility were not offset by
production volumes. In 1999, we completed the integration of fiber optic
technology into our navigation products and received our first orders for these
enhanced products. Based upon the market acceptance of our fiber optic-enhanced
sensor products, we anticipate that sales volumes will be sufficient to offset
manufacturing costs of the Tinley Park facility. Looking ahead, we believe our
production cost trends will continue in a positive direction.
Research and Development Expense. Research and development expense consists
primarily of direct labor and material, associated overheads and other direct
costs associated with the Company's internally funded product development. All
software development costs are expensed in the period incurred. Internally
funded research costs increased slightly to $4.2 million in 1999 from $4.0
million in 1998. We directed most of our research funds in 1999 to developing
the new land mobile satellite television system and to integrating fiber optic
sensor technology into our tactical navigation products. We continued to
increase internal funding of product development, which allowed us to better
focus our research and decrease the amount of time required to bring a new
product to market in 1999. Total research and development expenditures,
including customer-funded product development expenditures included in cost of
goods sold, were $4.8 million in 1999 and $4.9 million in 1998. We anticipate
that customer funding of research and development will increase in 2000, which
will take some of the pressure off our capital resources by reducing overall
research and development costs.
Sales and Marketing Expense. Sales and marketing expense consists primarily
of salaries and related expenses for sales and marketing personnel, sales
commissions, travel expenses, cooperative advertising, sales literature,
advertising and trade shows. Sales and marketing costs grew more than 22% to
$5.5 million in 1999 from $4.5 million in 1998. Major factors contributing to
the growth of sales expenses were independent sales representative commissions,
staffing, travel and new-product-introduction costs. We expect sales and
marketing expense will continue to grow as we introduce new products.
General and Administrative Expense. General and administrative expense
consists primarily of costs attributable to the Company's management, finance,
accounting and human resources operations and legal and other professional
services. We decreased costs slightly to $2.1 million in 1999 from $2.2 million
in 1998 by improving cost controls.
Interest Income. Interest income reflects the interest earned by investin
excess cash in Federal short-term obligations.
Interest Expense. Mortgage costs and certain costs associated with
leases are included in interest expense. We anticipate significant increase in
interest expense.
Gain on Foreign Currency Translation. The results of operations of the
Company's foreign subsidiary, KVH Europe, are determined by re-measuring its
foreign currency-denominated operations as if they had taken place in United
States dollars. Gains and losses resulting from this translation are included in
the Company's net income. The translation gain decrease to $.06 million from
$0.2 million reflects changes in the strength of the United States dollar
relative to the Danish krone.
Income Tax (Benefit) Expense. Due to losses in both 1999 and 1998, we
realized a deferred income tax benefit of $1.3 million and a current income tax
benefit of $1.6 million, respectively. Our effective tax rate in 1999 decreased
by approximately 10% to 32% from 42% in 1998. The decrease reflects a write-down
of deferred tax assets related to research tax credits taken from 1996 to 1998.
We have taken this position based upon preliminary discussions with the Internal
Revenue Service, which is currently engaged in reviewing our tax returns filed
in those years. Based upon our interpretation of the research tax credit
provision, we believe the 1999 tax provision includes amounts that are
sufficient to offset any exposure we may have for the years under examination.
Years Ended December 31, 1998 and 1997
Net Sales. Net sales decreased to $20.6 million in 1998 from $25.6 million
in 1997. Product sales were $19.6 million in 1998 and $24.6 million in 1997 with
customer-funded research of $1.0 in both years. Navigation sales decreased to
$14.0 million in 1998 from $20.3 million in 1997, primarily due to a decline in
high-margin military sales. Communications sales increased to $6.6 million in
1998 from $5.2 million in 1997 as direct sales began replacing large
non-recurring OEM sales.
Cost of Goods Sold. Cost of goods sold includes customer-funded research
and development costs of $0.9 million in 1998 and $0.6 million in 1997. Cost of
goods sold as a percentage of net sales increased to 68% in 1998 from 55% in
1997 due to a proportional decrease in higher-margin military product sales.
Manufacturing overheads increased to $3.8 million in 1998 from $2.8 million in
1997 as we moved the fiber optic group from the former Andrew Corporation site
to a new facility in Tinley Park, Illinois. Excluding fiber optic facility and
manufacturing costs of $1.5 million, overhead would have decreased 11 percent in
1998 from 1997.
Research and Development Expense. Research costs increased to $4.0 million
in 1998 from $3.2 million in 1997 due to costs for developing new directional
antenna systems and $1.4 million for fiber optic sensor integration and
development. Internally funded product development accounted for $2.6 million of
the 1998 increase while fiber optic start-up costs accounted for the remainder.
Total research and development expenditures, including customer-funded product
development expenditures included in cost of goods sold, were $4.9 million in
1998 and $3.8 million in 1997.
Sales and Marketing Expense. Sales and marketing costs grew to $4.5 million
in 1998 from $3.7 million in 1997. Major factors contributing to the growth of
sales expenses were staffing, travel and new product introduction costs.
General and Administrative Expense. Administrative costs increased to $2.2
million in 1998 from $1.9 million in 1997 due to staffing and increased
professional fees related to maintaining our patent portfolio.
Interest income. Interest income reflects the interest earned by investing
excess cash in Federal short-term obligations.
(Gain) Loss on Foreign Currency Translation. The translation gain increase
to $0.2 million in 1998 from $0.1 million in 1997 reflects changes in the
relative strength of the United States dollar in relation to the Danish krone.
Income Tax Expense. We realized an income tax benefit of $1.6 million in
1998 compared to an expense of $1.0 million in 1997 due to our 1998 operating
loss. Our effective tax rate in both years was positively affected by utilizing
state and Federal research and development and investment tax credits.
Liquidity and Capital Resources
Year ended December 31,
1999 Change 1998 Change 1997
---- ------ ---- ------ ----
(in thousands)
Cash and cash equivalents $2,048 65% 1,239 (74%) 4,758
Working capital 7,733 ( 9%) 8,486 (32%) 12,410
Through the use of existing cash balances and mortgage financing, we
financed approximately $2.3 million in 1999 for the combined costs of operations
and fixed asset acquisitions. In January 1999, we borrowed approximately $3
million by mortgaging our facility at 50 Enterprise Center, Middletown, Rhode
Island (see note 5 of Notes to Consolidated Financial Statements). Looking ahead
we anticipate that our operating costs will decrease in proportion to our sales
volumes, generating positive cash from operations. We believe that fixed
manufacturing overhead spending will decline as a percent of revenues and we
plan to reduce research and development costs by offsetting these costs with
customer funding.
On March 27, 2000 we entered into a $5.0 million asset-based, three-year,
revolving loan facility at an interest rate of the prime bank lending rate plus
1%. Any unused portion of the revolving credit facility accrues interest at an
annual rate of 50 basis points. The loan facility provides for advancing funds
based upon an asset availability formula that includes our eligible accounts
receivable and inventory. The availability formula sets aside a fixed amount of
qualified assets that may not be borrowed against. The company may terminate the
loan prior to the full term, however, we would become liable for certain
termination fees. (See Note 15 of Notes to Consolidated Financial Statements).
We believe that existing cash balances and funds available under our new
revolving credit facility will be sufficient to meet our anticipated working
capital requirements for 2000. If we decide to expand more rapidly, to broaden
or enhance products more rapidly, to acquire businesses or technologies or to
make other significant expenditures to remain competitive, then we may need to
raise additional funds.
Other Matters
Recent Accounting Pronouncements. In June 1999, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No.
137, "Accounting for Derivative Instruments and Hedging Activities -- Deferral
of the Effective Date of FASB Statement No. 133 -- an Amendment of FASB
Statement No. 133". The Statement amends SFAS No. 133 to defer its effective
date to all fiscal quarters of all fiscal years beginning after June 15, 2000.
We have not yet completed our analysis of the impact of adopting SFAS No. 133 on
the financial statements; however, it is not expected to have a material impact
on the Company's financial condition, results of operations or cash flows.
Year 2000 - After evaluating the impact of the year 2000 issue as it
relates to our navigation and communications products, we have concluded that
they are not affected by year 2000 operating issues. We also assessed our
software and computer systems to be sure they are year 2000 compliant. Based on
usage to date, our systems are year 2000 compliant.
Inflation. The Company believes that inflation has not had a material
effect on its results of operations.
Forward Looking Statements - Risk Factors
This "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contains forward-looking statements that are subject to a
number of risks and uncertainties. There are important factors that could cause
actual results to differ materially from those anticipated by our previous
statements.
o Our products target two industries that are subject to volatility,
risks and uncertainties. The communications industry is experiencing
rapid growth fueled by strong worldwide demand and buffeted by
competing formats and rapid, unpredictable technology changes. The
defense industry historically experiences variability in supply and
demand related to international conditions, national politics, budget
decisions and technology changes, all of which are difficult or
impossible to predict. Factors in both industries could affect our
ability to effectively meet prevailing market conditions. To position
KVH in these uncertain industries, we have:
- acquired fiber optic technology and developed related new products;
- redesigned and reduced product costs; and
- improved operational efficiencies.
o Our future sales growth will depend to a considerable extent upon the
successful introduction of new mobile satellite communications products
for use in marine and land applications. Our success depends heavily on
us rapidly completing product development that results in marketable
products, particularly for worldwide Internet and data applications.
Success in this industry also requires satellite broadband capabilities
that may not be available until 2001 or later and depends on other
external variables that could adversely affect us:
- satellite launches and new technology are expensive and experience
some failures; and - poor consumer confidence and/or economic
conditions could depress product demand.
o We also need to increase military sales over 1999 levels to achieve
overall profitability. Issues that can affect our success in the
military navigation industry include:
- funding, equipment and performance criteria are continually evolving;
- we are introducing new technological solutions such as FOGs that must
be proven and then accepted; - politics play a strong role in how
products are selected; and
- sales cycles are long and difficult to predict.
o A large portion of our product development strategy for the near future
relies upon FOGs. Expenses for FOG operations continue to add
significant costs to operations. As we continue the process of
integrating FOG sensors into current product offerings and pursuing OEM
markets for existing FOG products, we expect FOG-related costs to
increase. Our success with fiber optic products depends on our ability
to continue funding FOG development and marketing efforts, and progress
in increasing manufacturing capabilities.
o Major competitors pose risks throughout our target markets:
- Sea Tel Corporation manufactures and markets a broad line of
marine satellite communications and satellite tracking equipment,
including antenna systems for Inmarsat and DBS-TV applications.
For large dish marine satellite systems, Sea Tel has greater
marketing experience than the Company.
- Datron Corporation provides a stabilized antenna design for RV and
marine reception of DBS-TV that competes with the company's
turnkey DBS products.
- Hand-held worldwide satellite voice, data and fax services
provided by companies such as Iridium World Communications, Ltd.,
Globalstar Telecommunications Ltd. and ICO Global Communications
could compete with our phone systems, although we believe there
are mobile applications where our antennas will be required.
- FiberSense manufactures fiber optic gyros that compete in
price and performance with our FOG products.
o Our quarterly operating results have varied in the past and may vary
significantly in the future depending upon all the foregoing risk
factors and how successful we are in improving our ratios of revenues
to expenses.
o The trading price of our Common Stock has been subject to
wide fluctuations, and this could continue due to:
- variations in operating results;
- development failures of our communications, navigation or FOG
products; and
- stock market volatility caused by industry events.
Item 7A. Market Risk Disclosure.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
The Company's consolidated financial statements and supplementary data,
together with the report of KPMG LLP, independent auditors, are included in Part
IV of this Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information in the Proxy Statement under the captions "Board of Directors"
and "Executive Compensation" is incorporated by reference.
Item 11. Executive Compensation.
Information in the Proxy Statement under the caption "Executive
Compensation" is incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Information in the Proxy Statement under the caption "Stock Ownership
Information" is incorporated by reference.
Item 13. Certain Relationships and Related Transactions.
None.
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K.
(a) Documents filed as part of this report:
Page
1. Financial Statements:
Report of Independent Auditors 19
Consolidated Balance Sheets as of December 31, 1999, and 1998 20
Consolidated Statements of Operations for the years ended December 31,
1999, 1998 and 1997 21
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1999,1998 and 1997 22
Consolidated Statements of Cash Flows for the years ended December 31,
1999, 1998 and 1997 23
Notes to Consolidated Financial Statements 24
2. Financial Statement Schedule. See "Independent Auditors Report"
and "Schedule II - Valuation and Qualifying Accounts" included on
pages 37 and 38. All other schedules have been omitted since the
information is not required, or because the information required
is included in the consolidated financial statements or notes.
(b) Reports on Form 8-K:
A Report on Form 8-K was filed on November 14, 1997. The report contains
the asset purchase agreement between the Company and Andrew Corporation and
a Common Stock Warrant both dated October 30, 1997.
(c) Exhibit Number Description
-------------- -----------
3.1 Restated Certificate of Incorporation of the Company (1)
3.5 Amended and Restated By-laws of the Company
10.1 1986 Executive Incentive Stock Option Plan (1)
10.2 Amended and Restated 1995 Incentive Stock Option Plan of the Company (1)
10.3 1996 Employee Stock Purchase Plan (1)
10.5 Credit Agreement dated September 8, 1993 between the Company and
Fleet National Bank (1)
10.6 $500,000 Revolving Credit Note dated September 8, 1993 between the Company
and Fleet National Bank (1)
10.7 Security Agreement dated September 8, 1993 between the Company and
Fleet National Bank (1)
10.8 Modification to Security Agreement dated May 30, 1994 between the Company
and Fleet National Bank (1)
10.9 Second Modification to Credit Agreement and Revolving Credit Note dated
May 30, 1994 between the Company and Fleet National Bank (1)
10.10 Second Modification to Security Agreement dated March 17, 1995 between
the Company and Fleet National Bank (1)
10.11 Third Modification to Credit Agreement and Revolving Credit Note dated
March 17, 1995 between the Company and Fleet National Bank (1)
10.12 Third Modification to Security Agreement dated December 12, 1995 between
the Company and Fleet National Bank (1)
10.13 Fourth Modification to Credit Agreement and Revolving Credit Note dated
December 12, 1995 between the Company and Fleet National Bank (1)
10.14 Lease dated February 27, 1989 between the Company and Middletown
Technology Associates IV (1)
10.17 Registration Rights Agreement dated May 20, 1986 by and among the
Company and certain stockholders of the Company (1)
10.18 Amendment to Registration Rights Agreement dated January 25, 1988, by
and among the Company, Fleet Venture Resources, Inc., and Fleet Venture
Partners I and certain stockholders of the Company (1)
10.19 Amendment to Registration Rights Agreement dated October 25, 1988 by
and among the Company and certain stockholders of the Company (1)
10.20 Amendment to Registration Rights Agreement dated July 21, 1989 by and
among the Company and certain stockholders of the Company (1)
10.21 Third Amendment to Registration Rights Agreement dated November 3, 1989
by and among the Company and certain stockholders of the Company (1)
10.28 Technology License Agreement dated December 22, 1992 between the
Company and Etak, Inc. (1)
10.29 Agreement dated September 28, 1995 between the Company and Thomson
Consumer Electronics, Inc. (1)
10.31 Agreement regarding Technology Affiliates Program between Jet
Propulsion Laboratory and the Company (1)
10.32 Purchase and Sale Agreement dated March 18, 1996, 50 Enterprise Center,
Middletown, Rhode Island between the Company and SKW Real Estate
Limited Partnership (2)
10.33 Fifth Modification to Credit Agreement and Revolving Note dated
August 8, 1996 between the Company and Fleet National Bank
10.34 Andrew Corporation Asset Purchase and Warrant Agreement (3)
10.35 Sixth Modification to Credit Agreement and Revolving Note
dated September 29, 1998, between the Company and Fleet National Bank
10.36 Seventh Modification to Credit Agreement and Revolving Note
dated July 30, 1999, between the Company and Fleet National Bank
10.37 Eighth Modification to Credit Agreement and Revolving Note
dated October 29, 1999, between the Company and Fleet National Bank
(continued)
Exhibit Number Description
10.38 Loan and Security Agreement Dated March 27, 2000, between
the Company and Fleet Capital Corporation
11.1 Computation of (Loss) Earnings per Share (2)
21.1 List of Subsidiaries of the Company (1)
23.1 Consent of KPMG LLP
27.1 Financial Data Schedule
99.1 Open End Mortgage, and Security Agreement
99.2 Tinley Park, Illinois, lease
(1) Incorporated by Reference to Exhibit Index on Form S-1 filed with the Securities and Exchange Commission
dated March 28, 1996, Registration No. 333-01258.
(2) Filed by paper with the Securities and Exchange Commission.
(3) Incorporated by reference to Exhibits 1 & 2 on Form 8-K filed with the Securities and Exchange Commission
dated November 14,
1997.
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
KVH Industries, Inc.
By: /s/ Martin A. Kits van Heyningen
-----------------------------------
Martin A. Kits van Heyningen, President
DATE: March 27, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.
Name Title Date
/s/ Martin A. Kits van Heyningen President (Chief Executive Officer) March 27, 2000
- ------------------------------------------
Martin A. Kits van Heyningen
/s/ Richard C. Forsyth Chief Financial Officer (Principal Financial and March 27, 2000
- ------------------------------------------
Richard C. Forsyth Accounting Officer)
/s/ Arent H. Kits van Heyningen Chairman of the Board March 27, 2000
- ------------------------------------------
Arent H. Kits van Heyningen
/s/ Robert W. B. Kits van Heyningen Director March 27, 2000
- ------------------------------------------
Robert W. B. Kits van Heyningen
/s/ Mark S. Ain Director March 27, 2000
- ------------------------------------------
Mark S. Ain
/s/ Stanley K. Honey Director March 27, 2000
- ------------------------------------------
Stanley K. Honey
/s/ Werner Trattner Director March 27, 2000
- ------------------------------------------
Werner Trattner
/s/ Charles R. Trimble Director March 27, 2000
- ------------------------------------------
Charles R. Trimble
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
KVH Industries, Inc.:
We have audited the accompanying consolidated balance sheets of KVH Industries,
Inc. and subsidiary as of December 31, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of KVH Industries, Inc.
and subsidiary at December 31, 1999 and 1998, and the results of its operations
and its cash flows for each of the years in the three-year period ended December
31, 1999, in conformity with generally accepted accounting principles.
/s/ KPMG LLP
Providence, Rhode Island
January 28, 2000, except for Notes 5 and 15, as to which the date is March 27,
2000
KVH INDUSTRIES, INC. AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1999 and 1998
1999 1998
---- ----
Assets (note 5)
Current assets:
Cash and cash equivalents $ 2,047,838 1,239,227
Accounts receivable, less allowance for doubtful accounts of
$101,259 in 1999 and $91,604 in 1998 (note 12) 3,362,390 3,106,414
Income taxes receivable (note 9) -- 1,062,494
Costs and estimated earnings in excess of billings on
uncompleted contracts 444,492 768,156
Inventories (note 3) 3,672,269 3,390,787
Prepaid expenses and other deposits 292,793 360,346
Deferred income taxes (note 9) 376,628 234,158
------------ ------------
Total current assets 10,196,410 10,161,582
------------ ------------
Property and equipment, net (notes 4 and 15) 7,227,778 7,186,539
Other assets, less accumulated amortization of $240,507
in 1999 and $107,254 in 1998 (note 2) 839,113 972,365
Deferred income taxes (note 9) 1,571,409 425,150
------------ ------------
Total assets $ 19,834,710 18,745,636
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 1,599,770 853,238
Current portion long-term debt (note 5) 75,643 --
Accrued expenses (note 7) 792,086 822,533
------------ ------------
Total current liabilities 2,467,499 1,675,771
------------ ------------
Long-term debt (note 5) 2,865,232 --
------------ ------------
Total liabilities 5,332,731 1,675,771
------------ ------------
Stockholders' equity (note 8):
Preferred stock, $0.01 par value. Authorized 1,440,390 shares;
none issued. -- --
Common stock, $.01 par value. Authorized 11,000,000 shares;
issued 7,296,892 shares in 1999 and 7,205,928 shares in 1998 72,969 72,059
Additional paid-in capital 15,567,880 15,439,421
(Accumulated deficit) retained earnings (1,138,870 ) 1,558,385
------------ ------------
Total stockholders' equity 14,501,979 17,069,865
------------ ------------
Commitment and other information (notes 6, 10 and 15)
Total liabilities and stockholders' equity $ 19,834,710 18,745,636
============ ============
See accompanying Notes to Consolidated Financial Statements.
KVH INDUSTRIES, INC. AND SUBSIDIARY
Consolidated Statements of Operations
Years ended December 31, 1999, 1998 and 1997
1999 1998 1997
---- ---- ----
Net sales (note 12) $ 22,822,429 20,630,648 25,570,347
Cost of goods sold 15,034,250 14,100,398 14,085,463
------------- ------------- -------------
Gross profit 7,788,179 6,530,250 11,484,884
Operating expenses:
Research and development 4,199,370 3,991,193 3,175,181
Sales and marketing 5,471,231 4,469,654 3,738,605
General and administrative 2,111,868 2,225,370 1,895,031
------------- ------------- -------------
Operating (loss) profit (3,994,290 ) (4,155,967 ) 2,676,067
------------- ------------- -------------
Other income (expense):
Interest income 147,631 58,735 336,157
Interest expense (187,867 ) (2,023 ) (8,893 )
Other income 19,805 27,392 95,083
Gain on foreign currency translation 63,644 197,663 138,272
------------- ------------- -------------
(Loss) income before income tax (benefit) expense (3,951,077 ) (3,874,200 ) 3,236,686
Income tax (benefit) expense (note 9) (1,253,822 ) (1,608,191 ) 1,020,185
------------- ------------- -------------
Net (loss) income $ (2,697,255 ) (2,266,009 ) 2,216,501
============= ============= =============
Per share information (notes 8 and 14):
Net (loss) income per common share - basic $ (0.37 ) (0.32 ) 0.31
============= ============= =============
Net (loss) income per common share - diluted $ (0.37 ) (0.32 ) 0.30
============= ============= =============
Weighted average number of shares outstanding:
Basic 7,234,961 7,124,023 7,049,125
============= ============= =============
Diluted 7,234,961 7,124,023 7,497,695
============= ============= =============
See accompanying Notes to Consolidated Financial Statements.
KVH INDUSTRIES, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
Years ended December 31, 1999, 1998 and 1997
Additional Retained Total
Preferred Common Paid-in Earnings Stockholders'
Stock Stock Capital (Deficit) Equity
------------ ------------ ------------- ------------ --------------
Balances at December 31, 1996 $ -- 69,932 14,884,806 1,607,893 16,562,631
------------ ------------ ------------- ------------ ------------
Net income -- -- -- 2,216,501 2,216,501
Common stock issued under benefit plan -- 127 67,404 -- 67,531
Exercise of stock options -- 801 151,913 -- 152,714
Issuance of warrants (notes 2 and 8) -- -- 194,435 -- 194,435
------------ ------------ ------------- ------------ ------------
Balances at December 31, 1997 $ -- 70,860 15,298,558 3,824,394 19,193,812
------------ ------------ ------------- ------------ ------------
Net (loss) -- -- -- (2,266,009 ) (2,266,009 )
Common stock issued under benefit plan -- 797 118,620 -- 119,417
Exercise of stock options -- 402 22,243 -- 22,645
------------ ------------ ------------- ------------ ------------
Balances at December 31, 1998 $ -- 72,059 15,439,421 1,558,385 17,069,865
------------ ------------ ------------- ------------ ------------
Net (loss) -- -- -- (2,697,255 ) (2,697,255 )
Common stock issued under benefit plan -- 852 124,995 -- 125,847
Exercise of stock options -- 58 3,464 -- 3,522
------------ ------------ ------------- ------------ ------------
Balances at December 31, 1999 $ -- 72,969 15,567,880 (1,138,870 ) 14,501,979
============ ============ ============= ============ ============
See accompanying Notes to Consolidated Financial Statements.
KVH INDUSTRIES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years ended December 31, 1999, 1998 and 1997
1999 1998 1997
---- ---- ----
Cash flows from operating activities:
Net (loss) income $ (2,697,255 ) (2,266,009 ) 2,216,501
Adjustments to reconcile net (loss) income to
net cash (used in) provided by operating activities:
Depreciation and amortization 1,062,198 767,289 797,761
Provision for doubtful accounts 9,655 17,695 284
Provision for deferred taxes (1,288,729 ) (193,206 ) (242,688 )
(Increase) decrease in accounts and
contract receivables (note 11) (265,631 ) 1,208,198 1,827,202
Increase (decrease) in income taxes receivable 1,062,494 (1,062,494 ) --
Decrease (increase) in costs and estimated earnings
in excess of billings on uncompleted contracts 323,664 (362,142 ) 429,706
(Increase) decrease in inventories (note 11) (281,482 ) 923,345 (649,213 )
Decrease (increase) in prepaid expenses and other deposits 67,553 (138,331 ) (42,310 )
Increase (decrease) in accounts payable 746,532 (765,057 ) 586,986
Decrease in accrued expenses (30,447 ) (170,301 ) (554,922 )
Decrease in customer deposits -- -- (2,502,432 )
-------------- ------------- -------------
Net cash (used in) provided by operating activities (1,291,448 ) (2,041,013 ) 1,866,875
-------------- ------------- -------------
Cash flows from investing activities:
Acquisition (note 2) -- -- (1,946,026 )
Capital expenditures (note 11) (970,185 ) (1,619,436 ) (2,335,423 )
-------------- ------------- -------------
Net cash used in investing activities (970,185 ) (1,619,436 ) (4,281,449 )
-------------- ------------- -------------
Cash flows from financing activities:
Note payable 3,000,000 -- --
Repayment of note payable (59,125 )
Repayments of obligations under capital lease -- -- (53,739 )
Stock option and benefit plan transactions 129,369 142,062 220,245
-------------- ------------- -------------
Net cash provided by financing activities 3,070,244 142,062 166,506
-------------- ------------- -------------
Net (decrease) increase in cash and cash equivalents 808,611 (3,518,387 ) (2,248,068 )
Cash and cash equivalents at beginning of year 1,239,227 4,757,614 7,005,682
-------------- ------------- -------------
Cash and cash equivalents at end of year $ 2,047,838 1,239,227 4,757,614
============== ============= =============
Supplemental disclosure of cash flow information (note 11):
Cash paid during the year for interest $ 187,867 2,023 8,589
============== ============= =============
Cash paid during the year for income taxes $ -- 137,785 1,872,049
============== ============= =============
See accompanying Notes to Consolidated Financial Statements.
KVH INDUSTRIES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1999, 1998 and 1997
(1) Summary of Significant Accounting Policies
(a) Description of Business
KVH Industries, Inc. (the "Company") develops, manufactures and markets
proprietary fiber optic, autocalibration and sensor technologies to
produce navigation and mobile satellite communications systems for
commercial, military and marine applications.
(b) Principles of Consolidation
The consolidated financial statements include the financial statements
of KVH Industries, Inc. and its wholly-owned subsidiary, KVH Europe A/S
("KVH Europe"). All significant inter-company accounts and transactions
have been eliminated in consolidation.
(c) Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity, at
the purchase date, of three months or less to be cash equivalents.
(d) Revenue Recognition
Revenue is recognized when a product is shipped and services are
performed. Revenues on long-term contracts are recognized using the
percentage of completion method. Under this method, income is
recognized as work progresses on the contracts. The percentage of work
completed is determined principally by comparing the accumulated costs
incurred to date with management's current estimate of total costs to
be incurred at contract completion. Revisions of costs and income
estimates are reflected in the period in which the facts that require
the revisions become known. If estimated total costs on a contract
indicate a loss, the entire amount of the estimated loss is provided
for currently.
(e) Inventories
Inventories of finished goods for sale and raw materials are stated at
the lower of cost or market using the first-in first-out costing
method. Work in process is valued at production cost represented by
material, labor and overhead, and is not recorded in excess of net
realizable values.
(f) Property and Equipment
Property and equipment are stated at cost. Depreciation and
amortization is computed on the straight-line method over the estimated
useful lives of the respective assets. The principal lives, in years,
used in determining the depreciation rates of various assets are:
buildings and improvements, 40 years; leasehold improvements, over term
of lease; machinery and equipment, 5 years; office and computer
equipment, 5-7 years; and motor vehicles, 4 years. Amortization of
property and equipment under capital lease is provided using the
straight-line method over the lease terms.
(g) Other Assets
Other assets consist of patents and capitalized costs of workforce
resulting from the Company's October 1997 acquisition (see note 2).
These costs are being amortized on a straight-line basis over periods
ranging from 5-12 years. The Company continually reviews intangible
assets to assess recoverability from estimated future results of
operations and estimated future cash flows.
KVH INDUSTRIES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(h) Progress Payments
Progress payments received from customers are offset against
inventories associated with the contracts for which the payments were
received. Under contractual arrangements by which progress payments are
received from the United States Government, the United States
Government has a lien on the inventories identified with related
contracts.
(i) Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured 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. The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.
(j) Research and Development
Expenditures for research and development, including customer-funded
research and development, are expensed in the year incurred. Revenue
from customer-funded research and development is included in net sales,
and the related product development costs are included in cost of goods
sold. Revenues from customer-funded research and development totaled
approximately $811,000, $1,022,000 and $957,000, respectively, in 1999,
1998 and 1997, and related costs included in cost of goods sold totaled
approximately $648,000, $936,000 and $630,000 in such years,
respectively.
(k) Foreign Currency Translation
The financial statements of the Company's foreign subsidiary are
re-measured into the United States dollar functional currency for
consolidation and reporting purposes. Current exchange rates are used
to re-measure monetary assets and liabilities. Historical exchange
rates are used for non-monetary assets and related elements of expense.
Revenue and other expense elements are re-measured at rates, which
approximate the rates in effect on the transaction dates. Gains and
losses resulting from this re-measurement process are recognized
currently in the consolidated statements of operations.
(l) Stock-based Compensation
The Company applies APB Opinion 25 and related interpretations in
accounting for its stock option plans. No compensation cost has been
recognized for these plans in the accompanying consolidated financial
statements.
(m) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
(n) Long-lived Assets
The Company reviews long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered to
be impaired, the impairment to be recognized is measured by the amount
by which the carrying amount of the assets exceeds the fair value of
the assets. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell.
KVH INDUSTRIES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(o) Net (Loss) Income per Common Share
In 1997 the Company adopted the provisions of SFAS No. 128, Earnings
Per Share. Under the provisions of SFAS 128, basic earnings per share
replaces primary earnings per share and the dilutive effect of stock
options and warrants are excluded from the calculation. Fully diluted
earnings per share are replaced by diluted earnings per share and
include the dilutive effect of stock options and warrants, using the
treasury stock method. All prior period earnings per share data have
been restated to conform to the requirements of SFAS 128.
A reconciliation of the weighted average number of shares outstanding
used in the computation of the basic and diluted earnings per share for
the three years ended December 31, 1999 is as follows:
1999 1998 1997
---- ---- ----
Weighted average shares (basic) 7,234,961 7,124,023 7,049,125
Effect of dilutive stock options -- -- 448,570
------------ ------------ -------------
Weighted average shares (diluted) 7,234,961 7,124,023 7,497,695
============ ============ =============
The net (loss) income used in the calculation for basic and diluted
earnings per share calculations agrees with the net (loss) income
appearing in the financial statements.
(p) Comprehensive Income
In 1998, the Company adopted SFAS No. 130, Reporting
Comprehensive Income. SFAS No. 130 establishes standards for
reporting and presentation of comprehensive income and its
components in a full set of financial statements. Comprehensive
income consists of the net loss. SFAS No. 130 requires only
additional disclosures in the financial statements; it does not
affect the Company's financial position or results of operations.
(q) Fair Value of Financial Instruments
The carrying amounts of accounts receivable, contracts receivable,
costs and estimated earnings in excess of billings on uncompleted
contracts, accounts payable and accrued expenses approximate fair value
due to the short maturity of these instruments.
(2) Acquisition
On October 30, 1997 the Company purchased certain operating assets and
assumed certain liabilities of the Sensor Products Group of the Andrew
Corporation for approximately $1.9 million of cash (including acquisition
costs) and warrants to purchase the Company's common stock, valued at
approximately $0.2 million. The assets acquired provide the Company with
the ability to produce fiber optic rate sensors that will advance the
Company's existing product performance. The acquisition has been accounted
for as a purchase and the allocation resulted in intangibles, primarily
patents and workforce, of approximately $1.1 million that are being
amortized on a straight-line basis over periods of 5-12 years. In 1998 the
Company revalued certain current acquisition assets downward by $0.6
million, increasing the valuation of property and equipment and intangibles
by approximately $0.3 million each.
(3) Inventories
Inventories at December 31, 1999 and 1998 consist of the following:
1999 1998
---- ----
Raw materials $ 2,735,601 2,178,265
Work in process 350,128 461,798
Finished goods 586,540 750,724
----------- ----------
$ 3,672,269 3,390,787
=========== ==========
KVH INDUSTRIES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
Project inventories totaling $163,044 and $139,930, respectively, in 1999
and 1998 have been offset against related progress payments and included as
a component of costs and estimated earnings in excess of billings on
uncompleted contracts.
(4) Property and Equipment
Property and equipment, net, at December 31, 1999 and 1998 consist of the
following:
1999 1998
---- ----
Land $ 806,774 806,774
Building and improvements 3,228,381 3,227,336
Leasehold improvements 804,783 712,666
Machinery and equipment 3,337,910 2,912,705
Office and computer equipment 2,951,979 2,494,878
Motor vehicles 87,065 92,348
------------ ------------
11,216,892 10,246,707
Less accumulated depreciation 3,989,114 3,060,168
------------ ------------
$ 7,227,778 7,186,539
============ ============
Depreciation for the years ended December 31, 1999, 1998 and 1997 amounted
to $929,000, $660,000 and $772,000, respectively.
(5) Debt and Line of Credit
On January 11, 1999, the Company entered into a mortgage loan in the amount
of $3,000,000 with a life insurance company. The note term is 10 years,
with a principal amortization of 20 years at a fixed rate of interest of
7%. The mortgage loan is secured by land, building and improvements.
Monthly mortgage expense is $23,259, including interest and principal, and
due to the difference in the term of the note and amortization of the
principal, a balloon payment of $2,014,716 is due on February 1, 2009. The
principal paid in 1999 totaled $59,125, and as of December 31, 1999,
$2,940,875 was outstanding. The following is a summary of future principal
payments under the mortgage.
Year ending December Principal Payment
2000 75,643
2001 81,111
2002 86,974
2003 93,262
2004 100,004
Subsequent to 2004 2,503,881
-------------
Total outstanding at December 31, 1999 2,940,875
=============
After renegotiating the terms of the credit agreement, the Company entered
into a new revolving loan agreement on March 27, 2000, with its bank. The
new agreement allows for a $5.0 million asset-based, three-year, revolving
loan facility at an interest rate of the prime bank lending rate plus 1%.
Any unused portion of the revolving credit facility accrues interest at an
annual rate of 50 basis points. The loan facility provides for advancing
funds based upon an asset availability formula that includes the Company's
eligible accounts receivable and inventory. The availability formula sets
aside a fixed amount of qualified assets that may not be borrowed against.
The Company, prior to its full term, may terminate the loan agreement with
90 days notice to the bank; however, it would become liable for certain
termination fees (see Note 15).
KVH INDUSTRIES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(6) Leases
The Company has certain operating leases for facilities, automobiles, and
various equipment. The following is a summary of future minimum payments
under operating leases that have initial or remaining non-cancelable lease
terms in excess of one year at December 31, 1999:
Year ending December 31, Operating Leases
2000 $ 184,204
2001 189,010
2002 193,961
2003 175,066
Subsequent to 2004 45,410
-------------
Total outstanding at December 31, 1999 $ 967,969
=============
Total rent expense incurred under operating leases for the years ended
December 31, 1999, 1998 and 1997 amounted to, $223,421, $196,780 and
$433,908, respectively. A facility lease term expired in 1999 and was not
renewed.
(7) Accrued Expenses
Accrued expenses at December 31, 1999 and 1998 consist of the following:
1999 1998
Accrued payroll, bonus and other related expenses payable $ 572,130 417,406
Professional fees 102,920 110,803
Accrued sales commissions 16,887 120,045
Other 100,149 174,279
--------- ---------
Total accrued expenses $ 792,086 822,533
========= =========
(8) Stockholders' Equity
(a) Employee Stock Options and Warrants
The Company has a 1986 Executive Incentive Stock Option Plan, a 1995
Incentive Stock Option Plan, and a 1996 Incentive and Non-Qualified
Stock Option Plan (the "Plans").
The Company has reserved 1,415,000 shares of its common stock for
issuance upon exercise of options granted or to be granted under the
Plans. These options generally vest in equal annual amounts over four
years beginning on the date of the grant. The Plans provide that
options be granted at exercise prices not less than market value on the
date the option is granted and options are adjusted for such changes as
stock splits and stock dividends. No options are exercisable for
periods of more than 10 years after date of grant.
The per share weighted-average fair values of stock options granted
during 1999, 1998 and 1997 were $1.07, $2.74 and $4.12, respectively,
on the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions:
1999 1998 1997
---- ---- ----
Expected dividend yield 0% 0% 0%
Risk-free interest rate 6.25% 5.84% 5.36%
Expected volatility 98.05% 115.48% 82.71%
Expected life (years) 1.3 3.0 3.0
KVH INDUSTRIES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
The Company applies APB Opinion No. 25 in accounting for its Plans and,
accordingly, no compensation cost has been recognized for its stock
options in the financial statements. Had the Company determined
compensation cost based on the fair value at the grant date for its
stock options under SFAS No. 123, the Company's net (loss) income would
have been reduced to the pro forma amounts indicated below:
1999 1998 1997
Net (loss) income As reported $ (2,697,255 ) (2,266,009 ) 2,216,501
Pro forma $ (2,815,596 ) (3,013,785 ) 1,942,467
Net (loss) income per As reported $ (0.37 ) (0.32 ) 0.30
common share - diluted Pro forma $ (0.39 ) (0.42 ) 0.26
Pro forma net (loss) income reflects only options granted in 1999, 1998
and 1997. The full impact of calculating compensation cost for stock
options under SFAS No. 123 is not reflected in the pro forma net (loss)
income amounts presented above because compensation cost is based upon
fair value at the grant date.
At December 31, 1999, warrants issued in conjunction with the
acquisition of the Sensor Products Group of the Andrew Corporation
(note 2), to purchase 50,000 common shares were outstanding. Each
warrant allows the holder thereof to acquire one share of common stock
for a purchase price of $8.00. The warrants are exercisable through
October 30, 2002.
The changes in outstanding employee stock options for the three years
ended December 31, 1999, 1998 and 1997 is as follows:
Number of Weighted-average
shares Exercise Price
------------- ----------------------
Outstanding at December 31, 1996 1,021,327 $ 3.83
Granted 66,250 7.13
Exercised (86,728 ) 0.76
Expired and canceled (70,446 ) 5.93
----------- ------
Outstanding at December 31, 1997 930,403 $ 4.28
Granted 687,950 3.97
Exercised (40,195 ) 0.60
Expired and canceled (383,525 ) 7.58
----------- ------
Outstanding at December 31, 1998 1,194,633 $ 3.14
Granted 181,140 1.52
Exercised (6,410 ) 0.77
Expired and canceled (107,995 ) 2.50
----------- ------
Outstanding at December 31, 1999 1,261,368 $ 3.00
=========== ======
On March 2, 1998, the Compensation Committee of the Board of Directors
approved a stock option repricing program in which all employees and
directors of the company could elect to exchange certain previously
granted incentive and non-qualifying stock options for a "New Option"
granted under the 1996 Plan. The Company repriced the options because
the exercise prices of such options were significantly higher than the
fair market value of the Company's common stock and therefore did not
provide the desired incentive to employees.
KVH INDUSTRIES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
Under the terms of the exchange, employees had the option to surrender
all outstanding previously granted options with exercise prices of
$5.00 per share or more for a New Option amounting to 80 percent of the
previously granted options at new exercise prices ranging from $4.125
to $4.538 per share. Options to purchase 361,500 shares of common
stock, with an average exercise price per share of $7.77, were
surrendered and exchanged for 289,200 shares repriced at exercise
prices ranging from $4.125 to $4.538 per share, based upon the fair
market closing price on March 2, 1998. The vesting schedule and all
other terms and conditions of the options remained unchanged.
The following table summarizes information about employee stock options
at December 31, 1999:
Range of Number Average Weighted- Exercisable Weighted-
Exercise Outstanding Remaining Average As of Average
Prices 12/31/99 Life Exercise 12/31/99 Exercise Price
Price
-------------- ------------- ------------ -------------- -------------- ---------------
$0.60-$1.17 154,668 2.65 $0.90 64,668 $0.60
$1.70-$1.70 399,000 0.82 $1.70 399,000 $1.70
$2.19-$3.50 110,600 4.37 $2.46 40,000 $2.89
$4.13-$4.13 448,316 2.30 $4.13 295,055 $4.13
$4.54-$9.13 148,784 2.68 $5.67 96,221 $6.29
------------- ------------ -------------- -------------- ---------------
$0.60-$9.13 1,261,368 2.10 $3.00 894,944 $2.97
============= ============ ============== ============== ===============
At December 31, 1999, 1998 and 1997 the number of options exercisable
was 894,944, 782,548 and 646,576, respectively, and the weighted
average exercise price of those options was $2.97, $2.82 and $3.87,
respectively.
(c) Employee Stock Purchase Plan
The Employee Stock Purchase Plan (the "ESPP") covers substantially all
employees in the United States and Denmark. The ESPP allows eligible
employees the right to purchase common stock on a semi-annual basis at
the lower of 85% of the market price at the beginning or end of each
six-month offering period. During 1999 and 1998, 85,201 and 80,510
shares, respectively, were issued under this plan. As of December 31,
1999, 257,238 shares were reserved for future issuance under the plan.
(9) Income Taxes
Income tax (benefit) expense for the years ended December 31, 1999, 1998
and 1997 are presented below.
Current Deferred Total
------------ -------------- --------------
1999:
Federal $ 34,907 (1,020,100 ) (985,193 )
State -- (153,655 ) (153,655 )
Foreign -- (114,974 ) (114,974 )
------------ -------------- --------------
$ 34,907 (1,288,729 ) (1,253,822 )
============ ============== ==============
1998:
Federal $ (1,237,981 ) (233,226 ) (1,471,207 )
State (208,595 ) 40,020 (168,575 )
Foreign 31,591 -- 31,591
------------ -------------- --------------
$ (1,414,985 ) (193,206 ) (1,608,191 )
============ ============== ==============
1997:
Federal $ 1,037,954 (212,586 ) 825,368
State 157,997 (30,102 ) 127,895
Foreign 66,922 -- 66,922
------------ -------------- --------------
$ 1,262,873 (242,688 ) 1,020,185
============ ============== ==============
KVH INDUSTRIES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
The actual tax (benefit) expense differs from the "expected" tax (benefit)
expense computed by applying the United States Federal corporate tax rate
of 34% to (loss) income before income taxes as follows:
1999 1998 1997
------------- ----------- -----------
Computed "expected" tax (benefit) expense $ (1,343,366 ) (1,317,228 ) 1,100,473
Increase (decrease) in income taxes resulting from:
Non-deductible expenses 17,227 15,699 26,262
Utilization of tax credits (88,642 ) (176,982 ) (215,411 )
State income tax (benefit) expense, net of
Federal income tax benefit (101,412 ) (168,575 ) 84,411
Revaluation of tax credits 224,602 -- --
Other 37,769 38,895 24,450
------------- ----------- -----------
Net income tax (benefit) expense $ (1,253,822 ) (1,608,191 ) 1,020,185
============= =========== ===========
The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at December 31, 1999 and
1998 are as follows:
1999 1998
----------- ---------
Deferred tax assets:
Accounts receivable, due to allowance for doubtful accounts $ 39,835 39,810
Inventories, due to valuation reserve 30,062 30,923
Inventories, due to differences in costing for tax purposes 2,359 2,138
Inventories, due to unrealized gain 107,950 48,315
Operating loss carryforwards 1,370,621 --
Intangibles due to differences in amortization 42,964 14,695
Dislodged tax credits from prior years 454,154 460,000
Accrued warranty costs 40,276 42,882
Accrued vacation 69,069 98,822
Affiliated foreign sub-operating tax carryforwards 114,974 --
----------- ---------
Gross deferred tax assets $ 2,272,264 737,585
----------- ---------
Deferred tax liability:
Property and equipment, due to differences in depreciation 324,227 78,277
----------- ---------
Net deferred tax asset $ 1,948,037 659,308
=========== =========
At December 31, 1999, the Company had federal net operating loss
carryforwards available to offset future taxable income of approximately
$3,533,000. The Company also had state net operating loss carryforwards
available to offset future state taxable income of approximately
$2,261,000. These net operating loss carryforwards generated in 1999 expire
in 2019. Furthermore, the Company had foreign operating loss carryforwards
to offset future taxable income of approximately $338,000. These foreign
net operating loss carryforwards generated in 1999 expire in 2004.
At December 31, 1999, the Company had tax credit carryforwards available to
reduce future tax expense of approximately $454,000. Research and
development tax credit carryforwards in the amounts of $88,000, $99,000,
$82,000 and $87,000 relating to 1999, 1998, 1997 and 1996 expire in 2019,
2018, 2012 and 2011, respectively. Alternative Minimum Tax credits of
$49,000, $38,000 and $11,000 from 1997, 1996 and 1995, respectively, have
no expiration date.
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected
future taxable income, and tax planning strategies in making this
assessment. In order to fully realize the deferred tax asset, the Company
will need to generate future taxable income of approximately $5,066,000
prior to the expiration of the net operating loss carryforwards in 2019 and
the portion of tax credits that expire in years 2012 and 2011. Taxable
income (loss) for the years ended December 31, 1999, 1998 and 1997 was
approximately ($3,533,000), ($4,814,000) and $3,236,000, respectively.
Based upon the level of projections for future taxable income over the
periods during which the deferred tax assets are deductible, management
believes it is more likely than not that the Company will realize the
benefits of these deductible differences. The amount of the deferred tax
asset considered realizable, however, could be reduced in the near term if
there are changes in the estimates of future taxable income during the
carryforward period.
Undistributed earnings/(deficit) of the Company's foreign subsidiary
amounted to approximately $54,000 and $247,000 at December 31, 1999 and
1998, respectively. Those earnings are considered to be indefinitely
reinvested and, accordingly, no related provision for United States federal
and state income taxes has been provided. Upon distribution of those
earnings in the form of dividends or otherwise, the Company may be subject
to both United States income taxes (subject to an adjustment for foreign
tax credits) and withholding taxes in the various foreign countries.
(10) 401(k) Profit Sharing Plan
The Company has a 401(k) Profit Sharing Plan (the Plan) for all eligible
employees. All employees with a minimum of one year of service who have
attained age 21 are eligible to participate. Participants can contribute up
to 15% of total compensation, subject to the annual IRS dollar limitation.
Participants become fully vested in Company contributions after 7 years of
continuous service. Company contributions to the plan are discretionary.
During 1999, 1998 and 1997, the Company did not make any contributions to
the Plan.
(11) Supplemental Cash Flow Information
As discussed in Note 2, the Company purchased certain operating assets and
assumed certain liabilities of Andrew Corporation's Sensor Products Group
in 1997. During 1998 the Company revalued accounts receivable and inventory
to reflect actual fair values. As a consequence of the revaluation,
accounts receivable and inventory were reduced by $163,462 and $437,660,
respectively, while property and equipment and other assets were increased
by $252,503 and $348,619, respectively.
(12) Business and Credit Concentrations
The Company derives a substantial portion of its revenues from the armed
forces of the United States and foreign governments. The Company estimates
that approximately 27%, 38% and 52% of the Company's revenues were derived
from United States and foreign military and defense-related sources in
fiscal 1999, 1998 and 1997, respectively. A significant portion of the
Company's revenues are also derived from customers outside the United
States. Revenues from foreign customers accounted for 29%, 30% and 31% of
total revenues in fiscal 1999, 1998 and 1997, respectively.
Sales to the United States Army Tank and Automotive Command accounted for
approximately 14% and 17% of net sales in 1999 and 1998, respectively.
Sales to General Motors Corporation of Canada accounted for approximately
12% and 14% of the Company's net sales in 1999 and 1998, respectively.
(13) Segment Reporting
During 1998 the Company adopted Financial Accounting Standards Board
Statement of Financial Accounting Standards Number 131 ("SFAS 131"),
"Disclosures About Segments of an Enterprise and Related Information."
Under SFAS 131, the Company's operations are classified into one reportable
segment. The Company designs, manufactures and markets sensor systems for a
wide variety of applications under common management which oversees the
Company's marketing production and technology strategies.
(a) Products and Services
The Company's sensor systems are primarily marketed in the
communication and navigation industries. Revenues attributed to each of
these industries is as follows:
KVH INDUSTRIES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
1999 1998 1997
------------ ------------ ------------
Navigation $ 11,448,340 13,985,623 20,328.191
Communication 11,374,089 6,645,025 5,242,156
------------ ------------ ------------
$ 22,822,429 20,630,648 25,570,347
============ ============ ============
(b) Geographic Information
The Company's operations are located in the United States and Europe,
and substantially all long-lived assets reside in the United States.
Inter-region sales are not significant to total revenue of any
geographic region. Revenues in geographic regions for each of the
three-year periods ended December 31, 1999, 1998 and 1997 is as
follows:
1999 1998 1997
------------ ------------ ------------
United States $ 18,957,235 17,461,608 23,258,557
Europe 3,865,194 3,169,040 2,311,790
------------ ------------ ------------
$ 22,822,429 20,630,648 25,570,347
============ ============ ============
United States revenues include export sales to unaffiliated customers,
located primarily in Europe and Canada, and totaled $6,583,535,
$6,112,627 and $7,813,138, respectively, in 1999, 1998 and 1997.
(14) Selected Quarterly Financial Results (Unaudited) Financial information for
interim periods was as follows:
First Second Third Fourth
Quarter Quarter Quarter Quarter
----------- -------------- ------------- -----------
1999
Net sales $ 5,973,170 6,525,644 4,781,389 5,542,226
Gross profit 2,203,412 2,241,820 1,485,783 1,857,164
Net loss (145,617 ) (307,120 ) (1,041,584 ) (1,202,934 )
Loss per share (a):
Basic $ (0.02 ) (0.04 ) (0.14 ) (0.17 )
=========== ============== ============= ===========
Diluted $ (0.02 ) (0.04 ) (0.14 ) (0.17 )
=========== ============== ============= ===========
1998
Net sales $ 4,128,601 6,470,240 5,307,323 4,724,484
Gross profit 1,130,182 2,390,607 2,164,348 845,113
Net loss (896,719 ) (247,329 ) 258,089 (1,380,050 )
(Loss) earnings per share (a):
Basic $ (0.13 ) (0.03 ) 0.04 (0.19 )
=========== ============== ============= ===========
Diluted $ (0.13 ) (0.03 ) 0.04 (0.19 )
=========== ============== ============= ===========
1997
Net sales $ 5,916,329 5,770,505 7,025,976 6,857,537
Gross profit 2,737,300 2,519,762 3,546,897 2,680,925
Net loss 603,989 402,167 1,018,799 191,546
Earnings per share (a):
Basic $ 0.09 0.06 0.14 0.03
=========== ============== ============= ===========
Diluted $ 0.08 0.05 0.14 0.03
=========== ============== ============= ===========
(a) Earnings (loss) per share are computed independently for each of the
quarters. Therefore, the earnings (loss) per share for the four quarters
may not equal the annual earnings (loss) per share data.
KVH INDUSTRIES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(15) Subsequent Events
The Company entered into a new revolving loan agreement on March 27, 2000,
with its bank after renegotiating the terms of the credit agreement. The
new agreement allows for a $5.0 million asset-based, three-year, revolving
loan facility at an interest rate of the prime bank lending rate plus 1%.
Any unused portion of the revolving credit facility accrues interest at an
annual rate of 50 basis points. The loan facility provides for advancing
funds based upon an asset availability formula that includes the Company's
eligible accounts receivable and inventory. The availability formula sets
aside a fixed amount of qualified assets that may not be borrowed against.
The company, prior to its full term, may terminate the loan agreement with
90 days notice to the bank; however, it would become liable for certain
termination fees.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
KVH Industries, Inc.:
Under the date of January 28, 2000, except for Notes 5 and 15, as to
which the date is March 27, 2000, we reported on the consolidated balance
sheets of KVH Industries, Inc., and subsidiary as of December 31, 1999
and 1998 and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1999, as contained in the annual
report on Form 10-K for the year 1999. In connection with our audits of
the aforementioned consolidated financial statements, we also audited the
related financial statement schedule listed in Item 14(a)(2). This
financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement schedule based on our audits.
In our opinion, such financial statement schedule when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.
/s/ KPMG LLP
Providence, Rhode Island
January 28, 2000
Schedule II
KVH INDUSTRIES, INC. AND SUBSIDIARY
Valuation and Qualifying Accounts
Additions
Balance at Charged to
Beginning of Cost or Deductions Balance at
Description Year Expense from Reserve End of Year
----------------------------------------------------------------------------------------
(in thousands)
Deducted from accounts
receivable for doubtful
accounts
1999 92 67 (58) 101
1998 74 26 (8) 92
1997 50 24 -- 74
Deducted from inventory
for estimated obsolescence
1999 77 76 (77) 76
1998 511 50 (484) 77
1997 105 556 (150) 511