KVH Industries Annual Report 2017

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K(Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2017OR¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number 0-28082KVH Industries, Inc.(Exact Name of Registrant as Specified in its Charter)Delaware 05-0420589(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)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:Title of Each Class Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value per share The NASDAQ Stock Market LLC (NASDAQ Global Market)Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No xIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No xIndicate 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 12months (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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes xNo ¨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’sknowledge, 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. xIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer o Accelerated filer xNon-accelerated filer o Smaller reporting company o(Do not check if a smaller reporting company) Emerging growth company oIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No xAs of June 30, 2017, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $147,662,889 based on the closing sale price of $9.50per share as reported on the NASDAQ Global Select Market. Shares of common stock held by executive officers and directors of the registrant and their affiliates have beenexcluded from this calculation because such persons may be deemed affiliates. As of February 28, 2018, the registrant had 17,525,394 shares of common stock outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s Proxy Statement relating to its 2018 Annual Meeting of Stockholders are incorporated herein by reference in Part III. Table of ContentsINDEX TO FORM 10-K Page PART I Item 1.Business3Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments36Item 2.Properties37Item 3.Legal Proceedings37Item 4.Mine Safety Disclosures37 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities38Item 6.Selected Financial Data39Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item 7A.Quantitative and Qualitative Disclosure About Market Risk60Item 8.Financial Statements and Supplementary Data60Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure60Item 9A.Controls and Procedures61Item 9B.Other Information62 PART III Item 10.Directors, Executive Officers and Corporate Governance63Item 11.Executive Compensation63Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters63Item 13.Certain Relationships and Related Transactions and Director Independence63Item 14.Principal Accountant Fees and Services63 PART IV Item 15.Exhibits and Financial Statement Schedules64Item 16.Form 10-K Summary Signatures672Table of ContentsPART IITEM 1.BusinessCautionary Statement Regarding Forward-Looking InformationIn addition to historical facts, this annual report contains forward-looking statements. Forward-looking statements are merely our current predictionsof future events. These statements are inherently uncertain, and actual events could differ materially from our predictions. Important factors that could causeactual events to vary from our predictions include those discussed in this annual report under the headings “Item 7. Management’s Discussion and Analysisof Financial Condition and Results of Operations,” and “Item 1A. Risk Factors.” We assume no obligation to update our forward-looking statements to reflectnew information or developments. We urge readers to review carefully the risk factors described in this annual report and in the other documents that we filewith the Securities and Exchange Commission. You can read these documents at www.sec.gov.Additional Information AvailableOur principal Internet address is www.kvh.com. Our website provides a hyperlink to a third-party website through which our annual, quarterly, andcurrent reports, as well as amendments to those reports, are available free of charge. We believe these reports are made available as soon as reasonablypracticable after we electronically file them with, or furnish them to, the SEC. We do not provide any information regarding our SEC filings directly to thethird-party website, and we do not check its accuracy or completeness.IntroductionWe are a leading manufacturer of solutions that provide global high-speed Internet, television, and voice services via satellite to mobile users at seaand on land. We are also a leading provider of commercially licensed entertainment, including news, sports, music, and movies, to commercial and leisurecustomers in the maritime, hotel, and retail markets. In addition, we develop and distribute training films and eLearning computer-based training courses tocommercial maritime customers. We are also a premier manufacturer of high-performance navigational sensors and integrated inertial systems for defense andcommercial inertial navigation applications. Our reporting segments are as follows:•the mobile connectivity segment and•the inertial navigation segmentThrough these segments, we manufacture and sell our solutions in a number of major geographic areas, including internationally. We generaterevenues from various international locations, primarily consisting of Canada, Europe (both inside and outside the European Union), Africa, Asia/Pacific, andthe Middle East.We are headquartered in Middletown, Rhode Island, with active operations in Denmark, Germany, Cyprus, Hong Kong, the State of Illinois, Japan,Norway, Singapore, and the United Kingdom.3Table of ContentsOur Business SegmentsSegment Primary Products Major Brands 2017 Net Sales (1)Mobile connectivity Satellite television, phone andinternet solutions and mediaand content delivery solutions TracVision®TracPhone® CommBox TMVideotel® Mini-VSAT Broadband SMIP-MobileCast TMKVH OneCare TMNEWSLink TMAgilePlans TM $132,227Inertial navigation Digital compass and fiberoptic gyro-based navigationand guidance systems TACNAV® 27,861 Total $160,088(1) Amounts in thousands Mobile Connectivity SegmentThe mobile connectivity segment primarily manufactures and distributes a comprehensive family of mobile satellite antenna products and servicesthat provide access to television, the Internet and voice services while on the move. Product sales within the mobile connectivity segment accountedfor 20%, 23% and 23% of our consolidated net sales for 2017, 2016, and 2015, respectively. Sales of mini-VSAT Broadband airtime service accounted for41%, 37%, and 35% of our consolidated net sales for 2017, 2016, and 2015, respectively. Sales of content and training sales within the mobile connectivitysegment accounted for 20%, 20% and 21% of our consolidated net sales for 2017, 2016, and 2015, respectively.In the global maritime market, we believe that there is significant demand for mobile access to television, the Internet, voice services, entertainmentcontent, and operational services such as safety training, navigation chart updates, weather services, and voyage optimization. For both maritime and onshorecustomers that want to access live television while on the move, we offer a comprehensive family of mobile satellite antenna products marketed under theTracVision brand. For access to the Internet and voice services while on the move, which we refer to collectively as our airtime services, we offer a family ofmobile satellite antenna products and communication services marketed under the brands TracPhone and mini-VSAT Broadband. The network infrastructurethat we have developed to support our airtime services also supports the delivery of other value-added services over our IP-MobileCast content deliveryservice for both entertainment and operational needs.Our mobile satellite antenna products use sophisticated robotics, stabilization and control software, sensing technologies, transceiver integration, andadvanced antenna designs to automatically search for, identify and point directly at the selected television and communications satellite while the vehicle orvessel is in motion. Our antennas use gyros and inclinometers to measure the pitch, roll and yaw of an antenna platform in relation to the earth.Microprocessors and our proprietary stabilization and control software use that data to compute the antenna movement necessary for the antenna’s motors topoint the antenna properly and maintain contact with the satellite. If an obstruction temporarily blocks the satellite signal, our products continue to track thesatellite’s location according to the movement of the antenna platform in order to carry out automatic, rapid reacquisition of the signal when a direct line ofsight to the satellite is restored.Our Certified Support Network offers our TracVision and TracPhone customers an international network of skilled technical dealers and supportcenters in many locations where our customers are likely to travel. We have selected technical dealers based on their technical expertise, professionalism, andcommitment to quality, and regularly provide them with extensive training in the sale, installation and support of our products.4Table of ContentsMaritimeIn the marine market, we offer a range of mobile satellite TV, internet access, and communications products.Satellite TV. Our TracVision TV-series satellite TV antennas, are designed with the full spectrum of vessel sizes in mind, ranging from recreationalvessels as small as 20 to 25 feet to large commercial vessels. The TV-series incorporate an Internet Protocol (IP)-enabled control unit to allow access to systeminformation from any Wi-Fi device. Our family of marine TracVision products includes the 32-cm diameter TracVision TV1, 37-cm diameter TracVision TV3,45-cm diameter TracVision TV5, 60-cm diameter TracVision TV6, and 81-cm TracVision TV8. These products are compatible with Ku-band HDTVprogramming as well as high-powered regional satellite TV services around the globe, based on available signal strength and antenna size requirements.Our TracVision HD-series satellite TV antennas are designed to offer a high definition TV experience comparable to that available to a homeDIRECTV HDTV subscriber. Our TracVision HD7 uses a 61-cm diameter satellite TV antenna to receive signals from two DIRECTV Ka-band satellites andone DIRECTV Ku-band satellite simultaneously. It includes an IP-enabled antenna control unit as well as an optional antenna control unit via a freeTracVision application for use on an Apple iPhone or iPad. We believe the TracVision HD7 was the first marine antenna to offer this combination ofcapabilities. Our TracVision HD11 offers a worldwide satellite TV capability through the use of a 1-meter diameter antenna and a global low noise block(LNB) designed for use with the majority of direct-to-home satellite TV services. As a result, it is able to receive all Ku-band and DIRECTV Ka-band satellitetelevision signals without changing out hardware elements. The Ku-band also works with modern satellite television services currently available throughoutthe world. The Ka-band receives DIRECTV HDTV. Like the TracVision HD7, it features an optional application for the Apple iPhone or iPad to provide easycontrol of the system.Satellite Phone and Internet. Our mini-VSAT Broadband network offers an end-to-end solution for offshore mobile connectivity. This unified C/Ku-band Broadband service enables us to offer commercial, leisure, and government customers an integrated hardware and service solution for mobilecommunications and seamless region-to-region roaming. We design and manufacture the onboard TracPhone V-IP terminals, own hub equipment installed inleased earth stations, lease the satellite capacity, manage the network through third-party service providers, and provide 24/7/365 after-sale support. Becausewe manufacture the onboard hardware, we can integrate the full rack of discrete below decks equipment typically used on traditional VSAT systems into asingle, streamlined unit that is significantly easier to deploy than competing VSAT solutions. Our mini-VSAT Broadband network utilizes ArcLight spreadspectrum modem technology developed by ViaSat. This spread spectrum approach reduces the broadcast power requirements and the pointing accuracynecessary to track the C- and Ku-band satellites that carry the service. The resulting efficiencies allowed us to develop and bring to market our TracPhone V-IP series of terminals. Our 60-cm diameter TracPhone V7-IP Ku-band antenna is 85% smaller by volume and 75% lighter than alternative 1-meter diameterVSAT antennas. Our 37-cm diameter TracPhone V3-IP Ku-band antenna is practical for use on smaller vessels as well as land vehicles. We believe that theTracPhone V3 is the smallest maritime VSAT system currently available. Our dual-mode TracPhone V11-IP antenna seamlessly tracks both C- and Ku-bandsatellites, making it the only 1-meter diameter maritime VSAT antenna to deliver seamless global coverage outside the far polar regions.In October 2017, we introduced our new 60-cm diameter TracPhone V7-HTS Ku-band antenna which is designed to deliver faster data speeds globallyto the maritime market. We are able to offer download/upload speeds as fast as 10 Mbps/3 Mbps by combining our proprietary antenna system design andindustry-leading mini-VSAT Broadband network, along with partnering with Intelsat Epic satellite services for high throughput satellite (HTS) capabilitiesand additional capacity from SKY Perfect JSAT satellites. With the HTS network, we added an additional 25 million square miles to our global maritime Ku-band high-speed connectivity footprint.We are actively engaged in sales efforts for the TracPhone V-IP Series and mini-VSAT Broadband service to government agencies for maritime,military, and emergency responder use. In September 2010, the U.S. Coast Guard awarded us a 10-year contract valued at up to $42 million to supplyTracPhone V7 systems and mini-VSAT Broadband airtime to as many as 216 U.S. Coast Guard cutters. As of December 31, 2017, we have supplied TracPhoneV7 and V7-IP systems for 113 U.S. Coast Guard vessels. We also continue to expand our ability to support the commercial maritime market. For example, inMarch 2017, we completed the deployment of 99 TracPhone V7-IP systems on Pacific Basin Shipping Limited vessels to support their initiative to modernizeship-to-shore communications on their entire fleet of owned ships.5Table of ContentsWe also offer CommBox, a ship-to-shore network management product that comprises shipboard hardware, a KVH-hosted or privately-owned shore-based hub, and a suite of software applications. CommBox offers a range of tools designed to increase communication efficiency, reduce costs, and managenetwork operations. Key functions include web and data compression and optimization to increase network capacity; remote PC management for customer ITdepartments; integrated e-mail, firewalls, and security; least-cost routing; and bandwidth management on multiple communication carriers. We offer theCommBox functionality as an option for all TracPhone V-IP Series products through software accompanying the integrated Commbox modem. We receivesubscription fees related to the selected software applications and monthly system maintenance fees. Because we offer CommBox as an integrated solution,we do not generate significant revenue from sales of standalone CommBox hardware.We also offer Iridium OpenPort hardware and service to be used in conjunction with our mini-VSAT service. Iridium OpenPort service provides datarates up to 128Kbps and covers the entire world, including the polar regions. We offer the Iridium hardware and service along with our own mini-VSATsolution with the integrated CommBox functionality, which will switch over to the Iridium service if the mini-VSAT service is not available. Our customersmight choose to add the Iridium service to expand the geographic coverage of the system or as a backup service.In addition to our TracPhone VSAT products and mini-VSAT Broadband service, we also offer a family of Inmarsat-compatible TracPhone productsthat provide in-motion access to global satellite communications. These products rely on services offered by Inmarsat, a satellite service provider thatsupports links for phone, fax, and data communications as fast as 432 Kbps. The TracPhone FB150, FB250, FB500, and FleetOne antennas use the InmarsatFleetBroadband service to offer voice as well as high-speed Internet service. The TracPhone FB150, FB250, FB500 and FleetOne products are manufacturedby Thrane & Thrane A/S of Denmark (acquired by Cobham) and distributed on an OEM basis by us in North America under our TracPhone brand anddistributed in other markets on a non-exclusive basis.Unlike mini-VSAT Broadband, where we control and sell the airtime, we purchase Inmarsat and Iridium airtime directly from these companies andresell it to our customers.Land MobileWe design, manufacture, and sell a range of TracVision satellite TV antenna systems for use on a broad array of vehicles, including recreationalvehicles, buses, conversion vans, and automobiles.In the RV and bus markets, we offer TracVision satellite TV products, intended for both stationary and in-motion use. Our TracVision R1 deliversDIRECTV or DISH network service through a small 32-cm diameter dome. Our TracVision A9 uses hybrid phased-array antenna technology to provide in-motion reception of satellite TV programming in the continental United States using either the DIRECTV or DISH Network services. The TracVision A9stands approximately five inches high and mounts either to a vehicle’s roof rack or directly to the vehicle’s roof, making it practical for use aboard minivans,SUVs and other passenger vehicles. The TracVision A9 includes a mobile satellite television antenna and an IP-enabled TV hub for easy systemconfiguration and control via Wi-Fi devices, such as an Apple iPhone or iPad. The TracVision A9 is also suitable for tall motor coaches and buses.Automotive customers subscribe to DIRECTV’s TOTAL CHOICE MOBILE satellite TV programming package, which is specifically promoted forautomotive applications, or to DISH Network programming.6Table of ContentsAirtime ServicesIn addition to our mobile satellite antenna hardware and software, we offer airtime plans that enable customers to obtain Internet and voice services.We offer a variety of rate plans that typically require an initial commitment of one or more years with a one-year auto-renewal feature. Since October 2015, wehave offered mini-VSAT Broadband 2.0, our second generation mini-VSAT service. The key features of the mini-VSAT Broadband 2.0 service are usage-based airtime plans, a new network management portal and a new comprehensive global customer support program. Our usage-based plans, which aredesigned around each vessel's monthly data requirements for operational and crew needs, deliver data at higher speeds. Our network management portal,myKVH, is a secure portal that enables a ship operator to manage network usage by vessel or by individual crew members by allocating operational and crewdata caps while receiving customized usage alerts. For customers that want the certainty of a fixed monthly price, we offer fixed rate plans that varydepending on data speeds and include protocol restrictions, such as limiting streaming of video content. User speeds are also restricted but not stopped whenusers reach established data use thresholds. In addition, we offer multiple usage plans that are either billed monthly based on the data consumed without anyapplication or protocol blocking or based on a monthly minimum data quota with the option to add more data for an incremental charge. The TracPhone V3-IP requires a usage-based plan while the TracPhone V7-IP and V11-IP can support any plan.In April 2017, we launched a new mini-VSAT Broadband service offering, AgilePlans. AgilePlans is our all-inclusive connectivity-as-a-service, orCaaS, usage-based pricing model for commercial maritime customers of our mini-VSAT broadband service. Under this CaaS model, we charge subscribers amonthly fee in exchange for which we provide satellite communication hardware, shipping and installation, maintenance and support, airtime and voiceservices, a service management portal and certain basic content services with no minimum commitment. We offer AgilePlans customers a variety of airtimedata plans with varying data speeds and fixed data usage levels with overage charges per megabyte, which is similar to the plans that we offer to our othercustomers. Under this new model, we retain ownership of our satellite equipment and do not sell it to subscribers, who must return the hardware to us whenthey terminate our service. We anticipate that, to the extent that customers adopt this new subscription model, our revenues from product sales will decline,and our provision of this equipment to subscribers will increase our capital expenditures, which over time will increase our costs of product sales as wedepreciate these assets.The high bandwidth speeds offered by the Ku-band satellites also permits faster data rates than those supported by Inmarsat’s L-band satellites.TracPhone V11-IP customers may select service packages with Internet data connections offering shore-to-ship satellite data rates as fast as 4 megabits persecond, or Mbps, and ship-to-shore satellite data rates as fast as 1 Mbps. The V7-IP offers shore-to-ship satellite data rates as fast as 3 Mbps and ship-to-shoredata rates as fast as 512 kilobits per second, or Kbps. The TracPhone V3-IP, due to its smaller dish diameter, offers shore-to-ship satellite data rates as fast as 2Mbps and ship-to-shore data rates as fast as 128 Kbps. In addition, subscriptions include Voice over Internet Protocol (VoIP) telephone services designed foruse over satellite connections. The TracPhone V11-IP and V7-IP can support two or more simultaneous calls while the TracPhone V3-IP can support one callat a time. Our mini-VSAT Broadband network currently uses a combination of 23 Ku-band transponders, of which we own 14, and three global C-bandtransponders, all of which we own, on 19 satellites to provide Ku-band coverage throughout the northern hemisphere and around the continents in thesouthern hemisphere, and C-band coverage world-wide. It is our long-term plan to continue to maintain and enhance our mini-VSAT Broadband network.Under the terms of our revenue sharing arrangement with ViaSat, expansions of our ViaSat network position us to earn revenue not only from the maritimeand land-based use of the mini-VSAT Broadband service but also from aeronautical platforms that roam throughout our network.In June 2015, we implemented a global private multiprotocol label switching (MPLS) network connecting all of our teleports and satellite beams inorder to increase security, enhance quality of service and increase network reliability and uptime for our customers. In October 2017, we launched our next-generation, advanced maritime broadband network with Intelsat. The HTS high-speed overlay to our currentmini-VSAT Broadband service triples, and in some cases increases by a multiple of six, the data speeds for maritime customers. At the core of its capabilities,our advanced maritime broadband network incorporate Intelsat Epic satellite services and the award-winning IntelsatOne Flex platform, a global managedservice designed to optimize bandwidth allocations and provide flexible coverage where it is needed. Our mini-VSAT Broadband network also benefits fromincreased Asian satellite capacity acquired from SKY Perfect JSAT.In addition, we offer professional services for our VSAT products that include network design, installation of onboard TracPhone terminals and customconfiguration of the CommBox based on customer requirements. These services are performed by our employees as well as a dealer network of certifiedengineers.7Table of ContentsContent and Training ServicesAs part of our mobile communications segment, we offer a variety of value-added services to our maritime customers as well as news content to ourhotel customers and radio content to a small number of retail customers. The vast majority of these value-added services are subscription-based.In May 2013, we acquired Headland Media Limited (now known as KVH Media Group), a media and entertainment service company based in theUnited Kingdom that distributes commercially licensed entertainment, including news, sports, music, and movies, to commercial and leisure customers in themaritime, hotel, and retail markets. Sales from KVH Media Group are included in our mobile broadband service sales. Our "news from home" digitalnewspaper service includes more than 100 daily newspapers in more than 20 languages that at the end of 2017 was delivered to more than 10,000 commercialships, hotels, and cruise ships. The digital content can be printed onboard or viewed on a tablet, smartphone, or laptop. For movie content, we are anapproved distributor of licensed content for certain major Hollywood, Bollywood, and independent studios. For television content, we are an approveddistributor for certain major TV studios worldwide.In July 2014, we acquired Videotel Marine Asia Limited and Super Dragon Limited (together referred to as Videotel), a leading provider of high-quality training films and eLearning services for the commercial maritime industry. Servicing close to 12,000 fielded training systems at the end of 2017,Videotel offers video, animation, eLearning computer-based training and interactive distance learning services through its Videotel Performance Managerservice, which includes its Practical Engineer suite of content. Certification and refresher courses are mandated by international regulations. Sales fromVideotel are included in our mobile connectivity service sales.We offer a content delivery service called IP-MobileCast through which content and data files are transmitted using multicast technology across ourglobal satellite network to every vessel or mobile vehicle that has an active, compatible TracPhone V series or V-IP series terminal. The content is eitherstored on the terminal itself or on a KVH-supplied media server, which is required for digital rights managed content such as movies and Videotel content.This delivery mechanism reduces the amount of bandwidth required to transmit large files to a large population of customers. Before multicasting, large datafiles were generally transmitted across satellite networks “on demand” or unicast, which consumes significant bandwidth. Moreover, copyright law requirespermission from the rights holder for exhibitions of copyrighted film and television. Historically, studios have granted KVH Media Group permission tolicense non-theatrical exhibitions aboard ships. While traditionally we have licensed this content to commercial maritime customers primarily through thedistribution of DVDs, we have now also automated the transmission of this type of entertainment via IP-MobileCast.Customers that subscribe to one of our entertainment packages generally receive a variety of movie and television content that is cached locallyonboard with unlimited onboard viewing for a year. We transmit approximately 400 local "news from home" segments in a variety of languages on a monthlybasis, at least 20 movies a month plus daily sports and news clips and special programming such as the highlights of sporting events.We also offer a variety of operational services through IP-MobileCast. Subscribers to the Videotel training and eLearning content can also receive newcontent over the IP-MobileCast network through TRAININGlink, whereby customers receive new content more frequently than once a year. As part of ourCHARTlink service, we transmit electronic chart updates for ECDIS solution providers Transas and Jeppesen. For our FORECASTlink service, we transmitglobal forecasts and high-resolution weather data provided by AWT. Our charting and weather forecasting services provide critical content for voyageoptimization.8Table of ContentsInertial Navigation SegmentWe offer a portfolio of digital compass and fiber optic gyro (FOG)-based systems that address the rigorous requirements of military and commercialcustomers. Our systems provide reliable, easy-to-use and continuously available navigation and pointing data. Our guidance and stabilization productsinclude our FOG-based inertial measurement units (IMUs) for precision guidance, FOGs for tactical navigation as well as pointing and stabilization systems,and digital compasses that provide accurate heading information for demanding applications. Sales of FOG-based guidance and navigation systems withinthe inertial navigation segment accounted for 13%, 10%, and 10% of our consolidated net sales for 2017, 2016, and 2015, respectively. Sales of tacticalguidance and navigation systems within the inertial navigation segment accounted for 3%, 8%, and 8% of our consolidated net sales for 2017, 2016, and2015, respectively.Guidance and StabilizationOur high-performance digital signal processing (DSP)-based FOG products use an all-fiber design that has no moving parts, resulting in an affordablecombination of precision, accuracy, and durability. Our FOG products support a broad range of military applications, including stabilization of remoteweapons stations, antennas, radar, optical devices, or turrets; image stabilization and synchronization for shoulder-or tripod-mounted weapon simulators;precision tactical navigation systems for military vehicles, and guidance for weapons and unmanned autonomous vehicles. Our FOG products are also used innumerous commercial products, such as navigation and positioning systems for various applications including precision mapping, dynamic surveying,autonomous vehicles, train location control and track geometry measurement systems, industrial robotics, and optical stabilization.The CG-5100, our first commercial-grade IMU, is suitable for a wide range of applications such as 3D augmented reality, mobile mapping, platformnavigation, and GPS augmentation for unmanned vehicle programs, precise mapping, and imagery.Our CNS-5000 continuous navigation system is a self-contained navigation system that combines our FOG-based inertial measurement technologywith GPS technology from NovAtel. This navigation solution provides precise position and orientation of a host platform on a continuous basis, even duringperiods where GPS signals are blocked by natural or man-made obstructions or conditions. The CNS-5000 is designed for demanding commercialapplications, such as dynamic surveying, mobile mapping, precision agriculture, container terminal management, and autonomous vehicle navigation, wherethe ability to determine the precise position and orientation of a piece of equipment or a mobile platform is critical. The CNS-5000 is a commercial-off-the-shelf (COTS) product consisting of a FOG-based inertial measurement unit tightly integrated with GPS within a single enclosure. This design reduces theoperational complexities for customers whose products cross international boundaries.Our open-loop DSP-1750, DSP-3000, and DSP-4000 FOGs provide precision measurement of the rate and angle of a platform’s turning motion forsignificantly less cost than competing closed-loop gyros. These DSP-based products deliver performance superior to analog signal processing devices, whichexperience greater temperature-sensitive drift and rotation errors. Applications for these products include inertial measurement units, integrated navigationsystems, attitude/heading/reference systems, and stabilization of antenna, radar, and optical equipment.The DSP-1750, which we believe to be the world’s smallest high-performance FOG, uses our E·CoreTM ThinFiber technology. This thin fiber, which iscreated at our Tinley Park, Illinois manufacturing facility, is only 170 microns in diameter, enabling longer lengths of fiber to be wound into smallerhousings. Since the length of the fiber used in a FOG directly relates to gyro accuracy and performance, this technology enables us to produce smaller andmore accurate gyros. The small size and weight of the DSP-1750 make it well suited for applications with size and weight restrictions, such as night visionand thermal imaging systems, aircraft-mounted gimbaled cameras for law enforcement and homeland security, and shipboard optical systems.Our DSP-1760 single-axis and multi-axis FOGs offer improved performance and ease of integration relative to the DSP-1750. Many customers usingour DSP-1750 single-axis and dual-axis FOGs also had requirements for packaged DSP-1750s. To address this demand, we introduced the DSP-1760 productline, consisting of packaged one, two, or three axes of FOGs, each with two different interface connector options.9Table of ContentsThe DSP-3000, DSP-3100, and DSP-3400 are each slightly larger than a deck of playing cards and offers a variety of interface options to support arange of applications. High-performance 2-axis and 3-axis configurations can be realized by integrating multiple DSP-3000 and DSP-3100 units. Currently,the DSP-3000, DSP-3100, and DSP-3400 are used in an array of pointing and stabilization applications, including the U.S. Army’s Common RemotelyOperated Weapon Station (CROWS) to provide the image and gun stabilization necessary to ensure that the weapon remains aimed at its target. We estimatethat more than 20 companies have developed or are developing stabilized remote weapons stations that we believe will require similar FOG stabilizationcapabilities. The larger, militarized dual axis DSP-4000 is designed for use in high-shock and highly dynamic environments, such as gun turret stabilization.Our 1750 IMU is an advanced 6-degrees-of-freedom sensor designed to integrate easily into the most demanding stabilization, pointing, andnavigation applications. It offers enhanced performance at a lower cost than competing systems. The 1750 IMU marries the E·Core ThinFiber technology ofour DSP-1750 FOGs with very low noise, solid state MEMS accelerometers to create a commercial-off-the-shelf IMU. Our 1775 IMU and 1725 IMU productscomplement the 1750 IMU and provide customers with a range of choices for advanced 6-degrees-of-freedom sensors. The family of IMUs offers exceptionalprecision in a very small form factor, making them suitable for applications where space is limited, such as manned and unmanned commercial and defenseplatforms, optical equipment stabilization systems, pipeline inspection equipment, and autonomous vehicle control and navigation systems.In January 2016, we introduced the GEO-FOG 3D and GEO-FOG 3D Dual inertial navigation systems that offers roll, pitch and heading accuracies of0.05 degrees for demanding applications in unmanned, autonomous and manned aerial platforms. These systems combine our 1750 IMU technology withcentimeter-level precise GNSS receivers, a 3-axis magnetometer and a barometric pressure sensor.Tactical NavigationOur TACNAV® tactical navigation product line employs digital compass sensors and KVH FOGs to offer vehicle-based navigation and pointingsystems with a range of capabilities, including GPS backup and enhancement, vehicle position, hull azimuth and navigation displays. Because our digitalcompass products measure the earth’s magnetic field rather than detect satellite signals from the GPS, they are not susceptible to GPS jamming devices.TACNAV systems vary in size and complexity to suit a wide range of vehicles. Our TACNAV Light, including a version with embedded GPS, is low-cost, digital compass-based battlefield navigation system specifically designed for non-turreted vehicles, such as high mobility multi-wheeled vehicles(HMMWVs) and trucks. Our TACNAV TLS, a digital compass-based tactical navigation and targeting system, offers a FOG upgrade for enhanced accuracydesigned for turreted vehicles, including reconnaissance vehicles, armored personnel carriers, and light armored vehicles. Our TACNAV II Fiber Optic GyroNavigation system offers a compact design, continuous output of heading and pointing data, and a flexible architecture that allows it to function as either astand-alone navigation module or as the central component of an expanded, multifunctional navigation system. Our FOG-based TACNAV 3D productprovides full three-dimensional navigation. The TACNAV 3D is fitted with an Iridium transceiver to transmit and receive vehicle position, waypoint, andtarget location to or from a command center or other vehicle. The system also allows messages to be received from battlefield management systems. TheTACNAV Moving Map Display offers real-time moving map technology and an easy-to-use graphical navigation capability for military vehicles. It iscompatible with existing and future TACNAV systems, provides a high-bright display for outdoor viewing, and dims to support low-light tactical operations.Our navigation systems function as standalone tools and also aggregate, integrate, and communicate critical information from a variety of on-boardsystems. TACNAV can receive data from systems such as the vehicle’s odometer, military and commercial GPS devices, laser rangefinders, turret angleindicators and laser warning systems. TACNAV can also output this data to an on-board computer for retransmission through the vehicle’s communicationssystems to a digital battlefield management application.Our TACNAV digital compass products have been sold for use aboard U.S. Army, Marine Corps, and Navy vehicles as well as to many foreigncountries, including Australia, the United Kingdom, Canada, Germany, Italy, New Zealand, Saudi Arabia, Spain, Sweden, Taiwan, Malaysia, and Switzerland.We believe that we are among the leading manufacturers of such systems. Our standard TACNAV products can be customized to our customers’specifications. At customer request, we offer training and other services on a time-and-materials basis.10Table of ContentsValue-Added ServicesOur value-added services for the inertial navigation market include engineering and program management services, product repairs, and engineeringservices provided under development contracts.Sales, Marketing and SupportOur sales, marketing and support efforts target markets that are substantial and complex, and require in many cases networks of intermediaries, such asdealers, distributors, airtime service providers, and manufacturers' representatives, to reach our ultimate customers. These sales channels vary and evolve fromtime to time, but currently include targeted efforts to reach the commercial and leisure maritime markets; the recreational vehicle (RV), high-end automotiveand bus markets; and the commercial, industrial, and government markets. As our business evolves, we may pursue additional sales channels, including directsales, in various markets. We believe our brands are well known and well respected by customers within their respective niches. These brands include:•TracVision - satellite television systems for vessels and vehicles•TracPhone - two-way satellite communications systems•mini-VSAT Broadband - hardware, software, content and content delivery for mobile satellite communications network•IP-MobileCast - content delivery service•NEWSlink - maritime news delivery service through a variety of means•SPORTSlink - sporting content delivered through a variety of means•TVlink - television programming delivered through a variety of means•MOVIElink - movie distribution through a variety of means•Videotel - maritime eLearning content and related services•CommBox - network management hardware and software for maritime communications•TACNAV - tactical navigation systems for military vehicles•KVH OneCare - services and support for the mini-VSAT Broadband solution•AgilePlans by KVH- Connectivity as a Service ProgramWe sell our mobile connectivity products directly and through an international network of independent retailers, chain stores and distributors, as wellas to manufacturers of vessels and vehicles.We sell news, sports, and entertainment media content directly through our KVH Media Group, headquartered in Leeds, England, and our training andeLearning content directly though our Videotel group, which is located in London, England, and Hong Kong.Our European headquarters, which is located in Denmark, coordinates our sales, marketing, and support efforts for our mobile connectivity products inEurope, the Middle East, and Africa. Asian sales are managed through our offices located in Singapore. All international offices are managed under theoversight of our Chief Operating Officer. See Note 12 of the notes to our consolidated financial statements for information regarding our segments.We sell our inertial navigation products directly to U.S. and foreign governments and government contractors, as well as through an internationalnetwork of authorized independent sales representatives. This network also sells our FOG products to commercial and industrial customers.11Table of ContentsBacklogBacklog is not a meaningful indicator for predicting revenue in future periods. Commercial resellers for our mobile connectivity products and legacyproducts do not carry extensive inventories and rely on us to ship products quickly. Generally, due to the rapid delivery of our commercial products, ourbacklog for those products is not significant.Our backlog for all products and services was $16.3 million, $8.9 million, and $19.8 million on December 31, 2017, 2016, and 2015, respectively. Asof December 31, 2017, $14.1 million of our backlog was scheduled for fulfillment in 2018 and $2.2 million was scheduled for fulfillment in 2019 through2025. The increase in backlog of $7.4 million from December 31, 2016 to December 31, 2017 was primarily the result of a $6.0 million increase in FOGproduct orders, a $2.3 million increase in contracted engineering services, and a $0.9 million increase in TACNAV product orders, partially offset by a $1.8million decrease in mobile connectivity product orders. The decrease in backlog of $10.9 million from December 31, 2015 to December 31, 2016 wasprimarily the result of the fulfillment of various TACNAV and FOG product orders.Backlog consists of orders evidenced by written agreements and specified delivery dates for customers who are acceptable credit risks. We do notinclude satellite connectivity or media content service sales in our backlog even though many of our satellite connectivity and media content customershave signed annual or multi-year service contracts providing for a fixed monthly fee. Military orders included in backlog are generally subject tocancellation for the convenience of the customer. When orders are canceled, we generally recover actual costs incurred through the date of cancellation andthe costs resulting from termination. As of December 31, 2017, our backlog included $10.3 million in orders that are subject to cancellation for convenienceby the customer. Individual orders for inertial navigation products are often large and may require procurement of specialized long-lead components andallocation of manufacturing resources. The complexity of planning and executing larger orders generally requires customers to order well in advance of therequired delivery date, resulting in backlog.Intellectual PropertyOur ability to compete effectively depends to a significant extent on our ability to protect our proprietary information. We rely primarily on patent,copyright and trade secret laws, confidentiality procedures, and licensing arrangements to protect our intellectual property rights. We own 22 U.S. andforeign patents and have 15 additional patent applications that are currently pending. We also register our trademarks in the United States and other keymarkets where we do business. Our patents will expire at various dates between July 2018 and November 2034. We enter into confidentiality agreements withour consultants, key employees, and sales representatives and maintain controls over access to and distribution of our technology, software, and otherproprietary information. The steps we have taken to protect our technology may be inadequate to prevent others from using what we regard as our technologyto compete with us.We do not generally conduct exhaustive patent searches to determine whether the technology used in our products infringes patents held by thirdparties. In addition, product development is inherently uncertain in a rapidly evolving technological environment in which there may be numerous patentapplications pending, many of which are confidential when filed, with regard to similar technologies.From time to time, we have faced claims by third parties that our products or technologies infringe their patents or other intellectual property rights,and we may face similar claims in the future. Any claim of infringement could cause us to incur substantial costs defending against or settling the claim, evenif the claim is invalid, and could distract the attention of our management. If any of our products is found to violate third-party proprietary rights, we may berequired to pay substantial damages. In addition, we may be required to re-engineer our products or seek to obtain licenses from third parties to continue tooffer our products. Any efforts to re-engineer our products or obtain licenses on commercially reasonable terms may not be successful, which would preventus from selling our products, and, in any case, could substantially increase our costs and have a material adverse effect on our business, financial condition,and results of operations.12Table of ContentsManufacturingManufacturing operations for our mobile satellite communications and navigation products consist of light manufacture, final assembly and testing.Manufacturing operations for our FOG products are more complex. We produce specialized optical fiber, FOG components and sensing coils and combinethem with components purchased from outside vendors for assembly into finished goods. These finished goods undergo extensive calibration andverification over temperature and rotation before shipping to customers. We own optical fiber drawing towers with which we produce the specialized opticalfiber that we use in all of our FOG products. Excluding the CommBox product, which we manufacture in Norway, we manufacture, warehouse and distributeour mobile satellite communications products at our facilities in Middletown, Rhode Island. We manufacture our navigation and FOG products in our facilitylocated in Tinley Park, Illinois. Our manufacturing processes are controlled by an ISO 9001:2008-certified quality standards program.For subscribers of the Videotel maritime safety video and computer-based training modules, we provide computer hardware preloaded with thecontent, a VOD kiosk, which is updated at least annually by flash drive. We use two contract manufacturers in the United Kingdom to supply the VOD kiosks.Raw Materials, Components and Services We purchase raw materials and most of the components used in our various manufacturing processes, such as printed circuit boards, injection-moldedplastic parts, machined metal components, connectors and housings. In addition, we purchase certain services, predominantly networking and mobilebroadband services, to support the delivery of our mobile communications solutions.The materials, molds and dies, subassemblies and components purchased from other manufacturers, and other materials and supplies used in ourmanufacturing processes have generally been available from a variety of sources. We believe there are a number of acceptable vendors for the components wepurchase. We regularly evaluate both domestic and foreign suppliers for quality, dependability and cost effectiveness. From time to time the cost andavailability of materials and services is affected by the demands of other industries, among other factors. Whenever practical, we seek to establish multiplesources for the purchase of raw materials, components and services to achieve competitive pricing, maintain flexibility, and protect against supply disruption.When possible, we employ a company-wide procurement strategy designed to reduce the purchase price of materials, purchased components and services.For reasons of quality assurance, scarcity or cost effectiveness, certain components and raw materials used in the manufacturing of our products, as wellas certain services utilized in the delivery of our solutions, are available only from a limited number of suppliers or from a sole source supplier. We work withour suppliers to develop contingency plans intended to assure continuity of supply while maintaining high quality and reliability, and in some cases, wehave established long-term supply contracts with our suppliers. Due to the nature of certain raw materials, purchased components and services, we may not beable to quickly establish additional or replacement sources for certain components, materials or services. In the event that we are unable to obtain sufficientquantities of raw materials or components or unable to obtain sufficient access to the services needed to deliver our solutions on commercially reasonableterms or in a timely manner, our ability to manufacture and deliver our products and services on a timely and cost-competitive basis may be compromised,which may have a material adverse effect on our business, financial condition and results of operations. To date, we have not experienced any materialadverse effect on our financial condition or results of operations due to supplier limitations.13Table of ContentsCompetitionWe encounter significant competition in the markets we serve, and we expect this competition to intensify in the future. Many of our primarycompetitors are well-established companies and some have substantially greater financial, managerial, technical, marketing, operational, and other resourcesthan we do.In the marine market for satellite TV equipment, we compete primarily with Intellian, Cobham SATCOM, Orbit Communication Systems, RayMarine(Intellian made), KNS, and Sea King (King Controls).In the marine market for voice, fax, data, and Internet communications equipment, we compete primarily with Intellian, Cobham SATCOM, OrbitCommunication Systems, Jotron AS, KNS Inc., Inmarsat, AddValue, and Iridium Satellite LLC.In the marine market for high-speed voice, fax, data, and Internet services, we compete primarily with Inmarsat, Marlink, Speedcast, and Global EagleEntertainment. We also face competition from providers of low-speed data services, which include Inmarsat, Globalstar LP, and Iridium Satellite LLC.In the market for land mobile satellite TV equipment, we compete primarily with King Controls and Winegard Company.In the markets for media content, we compete primarily with Swank Motion Pictures and Newspapersdirect Inc.In the markets for safety and eLearning content, we compete primarily with Seagull AS.In the markets for mobile satellite connectivity technology, the principal competitive factors are product size, features, design, performance,reliability, and price. In the markets for airtime services, the principal competitive factors are geographic coverage, data speed, value-added services, andprice. In the markets for media content, the principal competitive factors are license rights, distribution, and price.In the inertial navigation markets, we compete primarily with Honeywell International Inc., Northrop Grumman Corporation, Goodrich Aerospace, IAI,Fizoptica, SAGEM, and Systron Donner Inertial. We believe the principal competitive factors in these markets are performance, size, reliability, durability,and price.Although we believe that we compete favorably with respect to these factors, there can be no assurance that we will continue to do so. We encountersubstantial competition in most of our product lines, although no single competitor competes with us across all product lines.14Table of ContentsResearch and DevelopmentFocused investments in research and development are critical to our future growth and competitive position in the marketplace. Our research anddevelopment efforts are directly related to timely development of new and enhanced products and services that are central to our core business strategy. Theindustries in which we compete are subject to rapid technological developments, evolving industry standards, changes in customer requirements, and newproduct and service introductions and enhancements. As a result, our success depends in part upon our ability, on a cost-effective and timely basis, tocontinue to enhance our existing products and to develop and introduce new products and services that improve performance and meet customers’operational and cost requirements. Our current research and development efforts include projects to achieve additional cost reductions in our products andthe development of new products and services for our existing marine and land mobile communications markets, and navigation, guidance, and stabilizationapplication markets. For example:•We released the DSP-1760 Unhoused Multi-Axis FOG, which provides more flexibility for our customers to build navigation and stabilizationsystems•We released the TracPhone V7-HTS in October 2017, which works with our high throughput satellite (HTS) services to provide higher speed Internetservices to our customers•We released the TACNAV Moving Map Display to provide more capability to our TACNAV customers who use our dead-reckoning systems tooperate in GPS-denied environments•We made significant developments on our Photonics Integrated Chip, a key component in a low-cost FOG for the self-driving automobile marketOur research and development activities consist of projects funded by us and projects funded with the assistance of customer-funded contract research.Our customer-funded research efforts are made up of contracts with defense and OEM customers, whose performance specifications are unique to their productapplications. Defense and OEM research often results in new product offerings. We strive to be the first company to bring a new product to market, and we useour own funds to accelerate new product development efforts.Our research and development costs were $15.9 million, $16.0 million, and $14.0 million for 2017, 2016, and 2015, respectively, and represented10%, 9%, and 8% of consolidated net sales for 2017, 2016, and 2015, respectively.Government RegulationOur manufacturing operations are subject to various laws governing the protection of the environment and our employees. These laws and regulationsare subject to change, and any such change may require us to improve our technologies, incur expenditures, or both, in order to comply with such laws andregulations.We are subject to compliance with the U.S. Export Administration Regulations. Some of our products have military or strategic applications and areon the Munitions List of the U.S. International Traffic in Arms Regulations. These products require an individual validated license to be exported to certainjurisdictions. The length of time involved in the licensing process varies and can result in delays of the shipping of the products. Sales of our products toeither the U.S. government or its prime contractors are subject to the U.S. Federal Acquisition Regulations.We are also subject to the laws and regulations of the U.S. and foreign jurisdictions in which we offer and sell our satellite communication productsand services, including those of the European Union, Brazil, Norway, Singapore, and Japan. These laws and regulations, as well as the interpretation andapplication of these laws and regulations, are subject to change and any such change may affect our ability to offer and sell existing and planned satellitecommunications products and services.15Table of ContentsEmployeesOn December 31, 2017, we employed 604 full-time employees. We also employ part-time employees as well as temporary or contract personnel, whennecessary, to provide short-term and/or specialized support for production and other functional projects.We believe our future success will depend upon the continued service of our key technical and senior management personnel and upon our continuedability to attract and retain highly qualified technical and managerial personnel. None of our employees is represented by a labor union. We have neverexperienced a work stoppage and consider our relationship with our employees to be good.Working Capital and SeasonalityWe hold significant inventory to support our customers and provide prompt delivery of finished goods. As a consequence, we expend substantialworking capital in advance of receipt of customer orders. Because of the large size of certain orders, we often incur significant receivables upon orderfulfillment.Our leisure marine business within the mobile connectivity segment is highly seasonal, and seasonality can also impact our commercial marinebusiness. Historically, we have generated the majority of our marine leisure product revenues during the first and second quarters of each year, and theserevenues typically decline in the third and fourth quarters of each year. Temporary suspensions of our airtime services typically increase in the third andfourth quarters of each year as boats are placed out of service during the winter months.16Table of ContentsITEM 1A.Risk FactorsAn investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors in evaluating our business.If any of these risks, or other risks not presently known to us or that we currently believe are not significant, develops into an actual event, then ourbusiness, financial condition and results of operations could be adversely affected. If that happens, the market price of our common stock could decline.Our new AgilePlans pricing model for our mini-VSAT broadband business may adversely affect our revenues on a short-term or long-term basis.In April 2017, we launched AgilePlans, our all-inclusive connectivity-as-a-service, or CaaS, usage-based pricing model for our mini-VSAT broadbandservice. Under this CaaS model, we charge subscribers a monthly fee in exchange for which we provide satellite communication hardware, shipping andinstallation, maintenance and support, airtime and voice services, a service management portal and certain basic content services. In 2017, AgilePlansrevenue comprised less than 1% of our total revenue. Under this new model, we retain ownership of our satellite equipment and do not sell it to subscribers;accordingly, we anticipate that, to the extent that customers adopt this new subscription model, our revenues from product sales will decline, and ourprovision of this equipment to subscribers will increase our capital expenditures, which over time will increase our operating expenses as we depreciate theseassets. Similarly, we anticipate that revenues from other services included in the plans, which have previously been sold separately, will also decline.Although our goal with the new pricing model is to increase the number of subscribers and thereby increase our overall mobile connectivity revenues, thepricing model is new and untested in our markets and may have unanticipated consequences for our business. There can be no assurance that customers willadopt the new pricing model or that revenues from our AgilePlans will offset the loss of other revenue and increase our overall mobile connectivity revenues.Accordingly, the introduction of this new pricing model may lead to lower overall revenues in our mobile connectivity segment on either a short-term orlong-term basis. Further, because we retain ownership of the satellite communications equipment provided to subscribers under the AgilePlans, we may incurincreased costs seeking to recover equipment from any customers who may default on payment or transition to another service. Adoption of the same orsimilar pricing models by competitors may lead to significant price competition, which could also adversely affect our revenues.Our launch of a new high-throughput satellite network will cause us to incur significant additional operating costs and may create technical challengesand management distraction that may adversely affect our operating profit.On November 1, 2017, we announced that we are launching a new high-throughput satellite, or HTS, communications service that will make use ofIntelsat’s Global IntelsatOne Flex managed services and will also incorporate SKY-Perfect JSAT capacity. We currently operate a global network of leasedsatellite transponders and terrestrial teleports in cooperation with ViaSat, Inc. We anticipate that the HTS network may eventually significantly reduce costsand enhance the capabilities of the satellite communications services that we offer to our customers. In the short term, however, we expect that the launch ofthe HTS network will result in additional operating costs resulting from the need to operate both the HTS network and the legacy network. The operation ofthe HTS network may also present technical challenges arising from Intelsat’s use of the relatively new iDirect Velocity technology for the coding andmodulation of satellite signals. Further, the operational requirements associated with the HTS network are likely to require significant attention from ourmanagement, marketing, sales, and technical teams, potentially distracting them from other opportunities to further develop our services and increase ourcustomer base. Finally, our current focus on the HTS network creates potential risks with respect to the continued operation of our existing satellitecommunications network and our contractual arrangement with ViaSat and satellite operators. The contractual arrangement with ViaSat and satelliteoperators will need to be phased out over a period of several years, but the reliability of the existing satellite network will need to be maintained during theentirety of the wind-down period.17Table of ContentsOur financial results may be adversely affected by changes in accounting principles applicable to us.Generally accepted accounting principles in the United States, or U.S. GAAP, are subject to modification and interpretation by the FinancialAccounting Standards Board, or the FASB, the SEC, and other bodies formed to promulgate and interpret accounting principles. For example, in May 2014,the FASB issued Accounting Standards Codification Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which substantially revisedrevenue recognition guidance under U.S. GAAP. We implemented this new revenue standard in the first quarter of 2018. The adoption of this new standardwill have a material impact on our consolidated financial statements, including expected delays in recognition of revenue for certain mini-VSAT Broadbandservices and hardware contracts and expected balance sheet impacts relating to accounts receivable, contract assets and contract liabilities. These or otherchanges in accounting principles are expected to adversely affect our reported financial results, including a meaningful increase to our accumulated deficitupon adoption. Moreover, our system of internal controls was originally designed to address previous standards for revenue recognition (Topic 605), and themodifications we have made to our internal controls to address the new standard may be insufficient to implement the new standard accurately or in full. Anyinsufficiencies or errors in implementation could lead to mistakes in, or delays in filing, our consolidated financial statements as well as deficiencies orweaknesses in our internal control over financial reporting and our disclosure controls and procedures, any of which could lead to additional accounting,legal and other expenses, potential restatements, loss of investor confidence, enforcement actions by governmental authorities, securities class actions andother adverse consequences.Our revenues and results of operations have been and may continue to be adversely impacted by economic turmoil in the markets we serve, politicalevents, macroeconomic conditions, credit tightening and associated declines in consumer and enterprise spending.Economic conditions in the markets we serve have experienced significant turmoil over the last several years, including slow economic activity, tightcredit markets, inflation and deflation concerns, low consumer confidence, limited capital spending, adverse business conditions, war and refugee crises inthe Middle East and Europe, terrorist attacks, the United Kingdom vote to leave the European Union, the change in presidential administration andgovernment priorities, and liquidity concerns. These conditions can make it difficult for businesses, governments and consumers to accurately forecast andplan future activities. Many governments, including the US government, are experiencing significant deficits that have caused and may continue to causethem to curtail spending significantly and/or reallocate funds away from defense programs. There can be no assurances that government programs to improveeconomic conditions will be effective. As a result of these and other factors, customers and government entities could continue to slow or suspend spendingon our products and services. We may also incur increased credit losses and need to further increase our allowance for doubtful accounts, which would have anegative impact on our earnings and financial condition.We cannot predict the timing, duration, or ultimate impact of the turmoil in our markets. We expect our business to continue to be adversely impactedby this turmoil to varying degrees and for varying amounts of time, in all our geographic markets.Decline in oil prices may continue to adversely affect our revenues and profitability.Oil prices have declined significantly since the peak in 2014. West Texas Intermediate oil prices dropped from a high of $107.26 per barrel on June 20,2014 to a low of $26.21 per barrel on February 11, 2016. Customers of our mobile satellite business include offshore support vessel companies thatparticipate in or depend on the offshore oil industry. Although prices have recovered somewhat in recent periods, the declines in worldwide oil prices havehad a significant impact on the financial performance of companies in this sector of the economy, and as a result demand for new products and services hasdeclined severely during and since 2015 as they have sought to reduce expenditures. In addition, we have experienced a higher customer churn rate primarilyattributed to customers that operate in this sector, where the sale, decommissioning, or laying up of vessels has led to a higher rate of airtime planterminations and suspensions. These trends could continue to limit or reduce demand for our mobile connectivity products and services from companies inthis sector, which could continue to adversely affect our revenues and profitability.18Table of ContentsOur financial performance is impacted by U.S. government contracts, which are subject to uncertain levels of funding and termination.We have historically sold a substantial portion of our TACNAV and FOG products and services to the U.S. government and its contractors. We areunable to predict the impact on our business of the change in Presidential administration and recently enacted tax reform, which may lead to significantbudget deficits and an overall reduction in federal spending. A reduction in sales to the U.S. government or its contractors, whether due to lack of funding, forconvenience or otherwise, or the occurrence of delays, could negatively impact our results of operations and financial condition.The funding of U.S. government programs is subject to congressional appropriations. Congress generally appropriates funds on a fiscal year basis eventhough a program may extend over several fiscal years. Consequently, programs are often only partially funded initially and additional funds are committedonly as Congress makes further appropriations. Changes in the White House and the composition of Congress may disrupt or delay appropriations forupcoming periods. If appropriations for any program in which we participate become unavailable, or are reduced or delayed, our contract or subcontractunder such program may be terminated or adjusted by the government, which could have a negative impact on our future sales under such contract orsubcontract. When a formal appropriation bill has not been signed into law before the end of the U.S. government's fiscal year, which has become morefrequent in recent years, Congress may pass a continuing resolution that authorizes agencies of the U.S. government to continue to operate, generally at thesame funding levels from the prior year, but that typically does not authorize new spending initiatives, during this period. Appropriations can also beimpacted by other budgetary considerations, such as failure to increase the statutory debt ceiling of the U.S. government. During such periods (or until theregular appropriation bills are passed), delays can occur in procurement of products and services due to lack of funding, and these delays can affect our resultsof operations during the period of delay.Appropriations can also be affected by legislation that addresses larger budgetary issues of the U.S. government. For example, future federalsequestration measures could continue to adversely affect federal spending across the U.S. government, including the Department of Defense, and we expectthat these measures will continue to limit or reduce defense spending.In addition, U.S. government contracts generally also permit the government to terminate the contract, in whole or in part, without prior notice, at thegovernment's convenience or for default based on performance. Government customers can also decline to exercise previously disclosed contract options. Ifone of our contracts is terminated for convenience, we would generally be entitled to payments for our allowable costs and would receive some allowance forprofit on the work performed. If one of our contracts is terminated for default, we would generally be entitled to payments for our work that has been acceptedby the government. A termination arising out of our default could expose us to liability and adversely affect our ability to obtain future contracts and orders.Furthermore, on contracts for which we are a subcontractor and not the prime contractor, the U.S. government could terminate the prime contract forconvenience or otherwise, irrespective of our performance as a subcontractor.We must generate a certain level of sales of the TracPhone V-IP series products and our mini-VSAT Broadband service in order to maintain orimprove our service gross margins.As a result of our mini-VSAT Broadband network infrastructure, our cost of service sales includes certain fixed costs that do not generally vary with thevolume of service sales, and we have almost no ability to reduce these fixed costs in the short term. These fixed costs have increased significantly each yearas we have further expanded our network to accommodate additional subscriber demand and/or coverage areas, and we expect that this trend will continue in2018 and beyond, particularly as we establish and expand our new high throughput satellite, or HTS, network. Sales of our TracPhone V-IP series productsdeclined from 2015 to 2016, continuing through 2017. If sales of our TracPhone V-IP series products and the mini-VSAT Broadband service, includingthrough our new AgilePlans subscription model, do not generate the level of revenue that we expect or if those revenues decline, our service gross marginsmay decline. As our market share has increased, we have also experienced a general increase in customer termination and suspension rates, compounded byaccelerated declines in sales for vessels servicing the oil supply market with some bulk carriers, and lower unit sales of our mobile connectivity hardware,both in the United States and Europe. The failure to improve our mini-VSAT Broadband service gross margins and unit or subscriber sales would have amaterial adverse effect on our overall profitability.19Table of ContentsCompetition may limit our ability to sell our mobile connectivity products and services and inertial navigation products.The mobile connectivity markets and defense navigation and inertial navigation markets in which we participate are very competitive, and we expectthis competition to persist and intensify in the future. We may not be able to compete successfully against current and future competitors, which could impairour ability to sell our products and services. For example, improvements in the performance of lower-cost gyros by competitors could potentially jeopardizesales of our FOGs and FOG-based systems. As our market share in the mobile satellite communication market has grown, competition has intensifiedsignificantly, most notably from companies that seek to compete primarily on price. These companies may continue to implement price reductions anddiscounts for both products and services, which have required us to reduce our prices or offer discounts in order to maintain or increase our market share.Some of our VSAT competitors have also leveraged partnerships amongst themselves in order to capture larger combined market share. We anticipate thatthis trend of substantial competition will continue. Further, some of the companies that we depend on to supply us with capacity on satellite communicationsnetworks may vertically integrate by introducing their own products and services in competition with our products and services, thus potentiallyincentivizing them to refrain from providing satellite network capacity to us, or to make it available only on less favorable terms.In the marine market for satellite TV equipment, we compete primarily with Intellian, Cobham SATCOM, Orbit Communication Systems, RayMarine(Intellian made), KNS, and Sea King (King Controls).In the marine market for voice, fax, data, and Internet communications equipment, we compete primarily with Intellian, Cobham SATCOM, OrbitCommunication Systems, Jotron AS, KNS Inc., Inmarsat, AddValue, and Iridium Satellite LLC.In the marine market for high-speed voice, fax, data, and Internet services, we compete primarily with Inmarsat, Marlink, Speedcast, and Global EagleEntertainment. We also face competition from providers of low-speed data services, which include Inmarsat, Globalstar LP, and Iridium Satellite LLC.In the market for land mobile satellite TV equipment, we compete primarily with King Controls and Winegard Company.In the markets for media content, the KVH Media Group competes primarily with Swank Motion Pictures and NewspaperDirect Inc., and Videotelcompetes with Seagull AS.In the inertial navigation markets, we compete primarily with Honeywell International Inc., Northrop Grumman Corporation, Goodrich Aerospace, IAI,Fizoptica, SAGEM, and Systron Donner Inertial.Among the factors that may affect our ability to compete in our markets are the following:•many of our primary competitors are well-established companies that generally have substantially greater financial, managerial, technical,marketing, personnel and other resources than we do, which help them to compete more effectively in the market for mobile broadbandsolutions for larger fleets of vessels;•the infrastructure costs for potential customers to switch from an existing service provider to our service may create disincentives for customersto enter into agreements for our services, even if those services are more attractive or cost effective;•many of our prime competitors have well-established and/or growing partner programs, which pose a threat of multiplying their marketinfluence;•product and service improvements, new product and service developments or price reductions by competitors may weaken customer acceptanceof, and reduce demand for, our products and services;•new technology or market trends may disrupt or displace a need for our products and services;•our competitors may have access to a broader array of media content than we do, which may cause customers to prefer competitors’ mediaofferings; and•our competitors may have lower production costs than we do, which may enable them to compete more aggressively in offering discounts andother promotions.20Table of ContentsThe emergence of a competing small maritime VSAT antenna and complementary service or other similar service could reduce the competitiveadvantage we believe we currently enjoy with our smaller TracPhone V-IP series antennas and Ku-band mini-VSAT Broadband service, or with ourTracPhone V11-IP antenna and our C/Ku-band mini-VSAT Broadband service.Our TracPhone V3-IP and V7-IP systems offer customers a range of benefits due to their integrated design, hardware costs that are lower than existingmaritime Ku-band VSAT systems, and spread spectrum technology. We currently compete against companies that offer established maritime Ku-band VSATservice using, in some cases, antennas 1-meter in diameter or larger. While we are unaware of any company offering a 37-cm VSAT solution comparable toour TracPhone V3-IP, we are encountering regional competition from companies offering 60-cm VSAT systems and services, which are comparable in size toour TracPhone V7-IP. Likewise, our TracPhone V11-IP, at 1.1-meter in diameter, is approximately 85% smaller and lighter than competing C-band maritimeVSAT systems, which use antennas in excess of 2.4-meters in diameter to provide similar global services. We are unaware of any competitor currently offeringa similar size solution for global C-band coverage, but any introduction of such a product could adversely impact our success. In addition, other companiescould replicate some of the distinguishing features of our TracPhone V-IP series products, which could potentially reduce the appeal of our solution, increaseprice competition, and adversely affect sales. For example, in early 2016, Inmarsat launched its Fleet Xpress service, a global Ka-band mobile VSAT servicethat Inmarsat claims is faster and has a lower price per megabit than existing Ku-band services. This service may adversely impact sales of our mini-VSATBroadband service and related equipment. Moreover, consumers may choose other services such as FleetBroadband or Iridium OpenPort for their servicecoverage at potentially lower hardware costs despite higher service costs and slower data rates.If we are unable to improve our existing mobile connectivity and inertial navigation products and services and develop new, innovative products andservices, our sales and market share may decline.The markets for mobile connectivity products and services and inertial navigation products and services are each characterized by rapid technologicalchange, frequent new product innovations, changes in customer requirements and expectations, and evolving industry standards. For example, Inmarsat isnow selling its latest-generation Fleet Xpress satellite communications products and services. If we fail to make innovations in our existing products andservices and reduce the costs of our products and services in a timely way, our market share may decline. For example, the introductions of our newTracVision TV-series antennas in 2014 occurred later than we had anticipated, which we believe led certain customers to purchase competing products.Products or services using new technologies, or emerging industry standards, could render our products and services obsolete. If our competitors successfullyintroduce new or enhanced products or services that eliminate technological advantages our products or services may have in a market or otherwiseoutperform our products or services, or are perceived by consumers as doing so, we may be unable to compete successfully in the markets affected by thesechanges.We are devoting significant resources to research and development efforts that may be unsuccessful. Research and development in our industry is inherently complex and uncertain, and our current and anticipated research and development projectsmay not achieve the results we seek. For example, we are currently investing in the development of a new, low-cost FOG for the autonomous vehicle marketthat will satisfy rigorous performance expectations but that can be manufactured at a significantly lower cost than our current FOGs. We are also seeking todevelop enhancements to our current generation of TACNAV products. As with all development projects, we may encounter unforeseen technical challenges,delays, cost overruns, licensing requirements or other problems that prevent us from achieving our goals, as a result of which we could lose significant marketopportunities. Our research and development expenses decreased 1% from 2016 to 2017, and the capital resources that we can devote to our research anddevelopment efforts may be insufficient to achieve our goals. Our efforts may not result in any viable products or may result in products whose performance,features, price or availability may not be attractive to customers. As a result, our efforts may not result in products that generate meaningful revenues in thenear term, or at all. We may expend a significant amount of resources in unsuccessful research and development efforts, and any failure to achieve ourresearch and development goals may harm our reputation with customers or otherwise adversely affect our business, financial condition and results ofoperations.21Table of ContentsThe purchasing and delivery schedules and priorities of the U.S. military and foreign governments are often unpredictable.We sell our FOG systems and tactical navigation products and services to U.S. and foreign military and government customers, either directly or as asubcontractor to other contractors. These customers often use a competitive bidding process and have unique purchasing and delivery requirements, whichoften makes the timing of sales to these customers unpredictable. Factors that affect their purchasing and delivery decisions include:•increasing budgetary pressures, which may reduce or delay funding for military programs;•changes in modernization plans for military equipment;•changes in tactical navigation requirements;•global conflicts impacting troop deployment, including troop withdrawals;•priorities for current battlefield operations;•new military and operational doctrines that affect military equipment needs;•sales cycles that are long and difficult to predict;•shifting response time and/or delays in the approval process associated with the export licenses we must obtain prior to the internationalshipment of certain of our military products;•delays in military procurement schedules; and•delays in the testing and acceptance of our products, including delays resulting from changes in customer specifications.These factors periodically cause substantial fluctuations in sales of our TACNAV and FOG products and services from period to period. For example,TACNAV product sales decreased $10.3 million, or 69%, from 2016 to 2017, while sales of our TACNAV products increased $0.3 million, or 2%, from the2015 to 2016. Similarly, sales of our FOG products increased $2.8 million, or 16%, from 2016 to 2017, but sales of our FOG products decreased $1.2 million,or 7%, from the 2015 to 2016. In October 2014, we received a $19.0 million TACNAV product and services contract with an international military customerwhich included program management and engineering services delivered through 2017 and hardware shipments that were completed in the third quarter of2016. These large orders contribute to the unpredictability of our revenues from period to period. Government customers may change defense spendingpriorities at any time.Sales of our FOG systems and TACNAV products generally consist of a few large orders, and the delay or cancellation of a single order couldsubstantially reduce our net sales. KVH products sold to customers in the defense industry are purchased through orders that can generally range in size from several hundred thousanddollars to more than thirty million dollars. For example, we received orders for TACNAV products and services of $3.5 million, $1.3 million, $1.4 million,$1.5 million, $4.3 million, $19.0 million, and $5.2 million in April 2017, November 2015, September 2015, May 2015, November 2014, October 2014 andMay 2014, respectively. Orders of this size are often unpredictable and difficult to replicate. As a result, the delay or cancellation of a single order couldmaterially reduce our net sales and results of operations. We routinely experience repeated and unanticipated delays in defense orders, which make ourrevenues and operating results less predictable. Because our inertial navigation products typically have relatively higher product gross margins than ourmobile connectivity products, the loss of an order for inertial navigation products could have a disproportionately adverse effect on our results of operations.Only a few customers account for a substantial portion of our inertial navigation revenues, and the loss of any of these customers could substantiallyreduce our net sales.We derive a significant portion of our inertial navigation revenues from a small number of customers, many of whom are contractors for the U.S.government. In October 2014, we received a $19.0 million TACNAV product and services contract from an international military customer which includedprogram management and engineering services delivered through 2017 and hardware shipments that occurred in 2015 and 2016. The loss of business fromany of these customers or delays in orders could substantially reduce our net sales and results of operations and could seriously harm our business. Since weare often awarded a contract as a subcontractor to a major defense supplier that is engaged in a competitive bidding process as prime contractor for a majorweapons procurement program, our revenues depend significantly on the success of the prime contractors with which we align ourselves.22Table of ContentsCommercial sales of our inertial navigation products are unpredictable.Fluctuating commercial sales of our inertial navigation products are making it more difficult to predict our future revenues. We have been marketingour inertial navigation products, particularly our FOG products and systems, to original equipment manufacturers for incorporation into commercial products,such as navigation and positioning systems for various applications, including precision mapping, dynamic surveying, self-driving and other autonomousvehicles, train location control and track geometry measurement systems, industrial robotics, and optical stabilization. Because we sell these products tooriginal equipment manufacturers rather than end-users, we have less information about market trends and other developments affecting the buying patternsof end-users and, as a result, may be unable to forecast demand for these products accurately. Sales of FOGs for commercial applications increased from 2016to 2017; however, sales can significantly increase or decrease quarter-to-quarter due to our customer mix. Moreover, sales of these products for commercialapplications depend on the success of our customers’ products, and any decline in sales of our customers’ products would reduce demand for our products.Our results of operations could be adversely affected by unseasonably cold weather, prolonged winter conditions, disasters or similar events.Our leisure marine business is highly seasonal, and seasonality can also impact our commercial marine business. Historically, we have generated themajority of our leisure marine product revenues during the first and second quarters of each year, and these revenues typically decline in the third and fourthquarters of each year, compared to the first two quarters. Temporary suspensions of our airtime services typically increase in the third and fourth quarters ofeach year as boats are placed out of service during winter months. Our leisure marine business is also significantly affected by the weather. Unseasonably coolweather, prolonged winter conditions, hurricanes, unusual amounts of rain, and natural and other disasters may decrease boating, which could reduce ourrevenues. Specifically, we may encounter a decrease in new airtime activations as well as an increase in the number of cancellations or temporary suspensionsof our airtime service.We could derive an increasing portion of our revenues from commercial leases of mobile connectivity equipment, rather than sales, which couldincrease our credit and collection risk.We are actively seeking to increase revenues from the commercial markets for our mini-VSAT Broadband service, particularly shipping companies andother companies that deploy a fleet of vessels. In marketing this service, we offer leasing arrangements for the TracPhone antennas to both commercial andleisure customers. If commercial leases become increasingly popular with our customers, we could face increased risks of default under those leases. Defaultscould increase our costs of collection (including costs of retrieving or abandoning leased equipment) and reduce the amount we collect from customers,which could harm our results of operations. Moreover, fleet sales are likely to be less common than, and perhaps substantially larger than, our typical orders,which could lead to increased variability in our quarterly revenues and gross margin realization.Our ability to compete in the maritime airtime services market may be impaired if we are unable to provide sufficient service capacity to meetcustomer demand.We currently offer our mini-VSAT Broadband service in the Americas, Europe, the Middle East, Africa, Asia-Pacific, and Australian and New Zealandwaters. In the future, we may need to expand capacity, including under our new HTS network, in existing coverage areas to support our subscriber base. If weare unable to reach agreement with third-party satellite providers to support our mini-VSAT Broadband service and its technology or if transponder capacityis unavailable to meet growing demand in a given region, our ability to provide airtime services will be at risk and could reduce the attractiveness of ourproducts and services.23Table of ContentsChanges in foreign currency exchange rates may negatively affect our financial condition and results of operations.Because of the scope of our foreign sales and foreign operations, we face significant exposure to movements in exchange rates for foreign currencies,particularly the pounds sterling and the euro. During 2017, the U.S. dollar weakened against certain foreign currencies, which increased our revenues reportedin U.S. dollars and increased the reported value of our assets in foreign countries. However, if the U.S. dollar strengthens, our revenues denominated in foreigncurrencies but reported in U.S. dollars, as well as the reported value of our assets in foreign countries, would be commensurately lower. We also have intragroup receivables and liabilities, such as loans, that can generate significant foreign currency effects. Changes in exchange rates,particularly the U.S. dollar against the pounds sterling, could lead to the recognition of unrealized foreign exchange losses.Moreover, certain of our products and services are sold internationally in U.S. dollars; if the U.S. dollar strengthens, the relative cost of these productsand services to customers located in foreign countries would increase, which could adversely affect export sales. In addition, most of our financialobligations, including payments under our outstanding debt obligations, must be satisfied in U.S. dollars. Our exposures to changes in foreign currencyexchange rates may change over time as our business practices evolve and could result in increased costs or reduced revenue and could adversely affect ourcash flow. Changes in the relative values of currencies occur regularly and may have a significant impact on our operating results. We cannot predict withany certainty changes in foreign currency exchange rates or the degree to which we can cost-effectively mitigate this exposure.Brexit and political uncertainty in the United Kingdom and Europe could adversely affect our revenue and results of operations and disrupt ouroperations.We have significant operations in the United Kingdom, including the major portion of our KVH Media Group and Videotel operations. The UnitedKingdom's intention to exit from the European Union, or Brexit, has caused significant political uncertainty in both the United Kingdom and the EuropeanUnion. The impact of Brexit and the resulting turmoil on the political and economic future of the United Kingdom and the European Union is uncertain, andwe may be adversely affected in ways we do not currently anticipate. Brexit may result in a significant change in the British regulatory environment, whichwould likely increase our compliance costs. Customers and other businesses may curtail expenditures, including for purchases of our products and services.We may find it more difficult to conduct business in the United Kingdom and the European Union, as Brexit may result in increased restrictions on themovement of capital, goods and personnel. Depending on the outcome of negotiations between the United Kingdom and the European Union regarding theterms of Brexit, we may decide to relocate or otherwise alter our European operations to respond to the new business, legal, regulatory, tax and tradeenvironments that may result. Brexit may materially and adversely affect our relationships with customers, suppliers and employees and could result indecreased revenue, increased expenses, higher tariffs and taxes, and lower earnings and cash flow.Tight credit availability, environmental concerns and ongoing low levels of consumer confidence are adversely affecting sales of our mobile satelliteTV products.Factors such as tight credit, environmental protection laws and ongoing low levels of consumer confidence can materially and adversely affect sales oflarger vehicles and vessels for which our mobile satellite TV products are designed, such as yachts and recreational vehicles. Many customers finance theirpurchases of these vehicles and vessels, and tight credit availability can reduce demand for both these vehicles and vessels and our mobile satellite TVproducts. Moreover, in the current credit markets, financing for these purchases has sometimes been unavailable or more difficult to obtain. The increasedcost of operating these vehicles and vessels can adversely affect demand for our mobile satellite TV products.24Table of ContentsOur business has substantial indebtedness, which could restrict our business opportunities.We currently have, and will likely continue to have, a substantial amount of indebtedness. Our indebtedness could, among other things, make it moredifficult for us to satisfy our financial obligations, require us to use a large portion of our cash flow from operations to repay and service our debt or otherwisecreate liquidity problems, limit our flexibility to adjust to market conditions, place us at a competitive disadvantage and expose us to interest ratefluctuations. As of December 31, 2017, we had total debt outstanding of $47.1 million, which included $44.3 million in aggregate principal amount ofindebtedness outstanding under our term note that matures in 2019. As of December 31, 2017, there were no borrowings outstanding under the revolver andthe full balance of $15.0 million was available for borrowing.We expect to obtain the money to pay our expenses and pay the principal and interest on our indebtedness from cash flow from our operations andpotentially from other debt or equity offerings. Accordingly, our ability to meet our obligations depends on our future performance and capital raisingactivities, which will be affected by financial, business, economic and other factors, many of which are beyond our control. If our cash flow and capitalresources prove inadequate to allow us to pay the principal and interest on our debt and meet our other obligations, we could face substantial liquidityproblems and might be required to dispose of material assets or operations, restructure or refinance our debt, which we may be unable to do on favorableterms, and forego attractive business opportunities. In addition, the terms of our existing or future debt agreements may restrict us from pursuing any of thesealternatives.The agreements governing our indebtedness subject us to various restrictions that may limit our ability to pursue business opportunities.The agreements governing our indebtedness subject us to various restrictions on our ability to engage in certain activities, including, among otherthings, our ability to:•acquire other businesses or make investments;•raise additional capital;•incur additional debt or create liens on our assets;•pay dividends or make distributions;•prepay indebtedness; and•merge, dissolve, liquidate, consolidate, or dispose of all or substantially all of our assets.These restrictions may limit or restrict our cash flow and our ability to pursue business opportunities or strategies that we would otherwise consider tobe in our best interests.Our secured credit facility contains certain financial and other restrictive covenants that we may not satisfy, and that, if not satisfied, could result in theacceleration of the amounts due under our secured credit facility and the limitation of our ability to borrow additional funds in the future.The agreements governing our secured credit facility subject us to various financial and other restrictive covenants with which we must comply on anongoing or periodic basis. These include covenants pertaining to a maximum consolidated leverage ratio, a minimum consolidated fixed charge coverageratio, covenants requiring the mandatory prepayment of amounts outstanding under the term loan and the revolver under specified circumstances, including(i) 100% of the net cash proceeds from certain dispositions to the extent not reinvested in our business within a stated period, (ii) 50% of the net cashproceeds from stated equity issuances, and (iii) 100% of the net cash proceeds from certain receipts of more than $250,000 outside the ordinary course ofbusiness, and limits on capital expenditures. If we violate any of these covenants, we may suffer a material adverse effect. Most notably, our outstanding debtunder our secured credit facility could become immediately due and payable, our lenders could proceed against any collateral securing such indebtedness,and our ability to borrow additional funds in the future could be limited or terminated. Alternatively, we could be forced to refinance or renegotiate the termsand conditions of our secured credit facility, including the interest rates, financial and restrictive covenants and security requirements of the secured creditfacility, on terms that may be significantly less favorable to us.In March 2017, we entered into an amendment to our secured credit facility. This amendment included (i) an increase to the Maximum ConsolidatedLeverage Ratio from 1.25:1.00 to 1.50:1.00, (ii) an increase to the lowest rate applicable to borrowing under the credit agreement from 1.50% to 1.75%,(iii) an amendment to the amortization schedule for the term loan to reduce the amount of required quarterly principal repayments to $575,000 and (iv) anamendment to the definition of Consolidated Fixed Charges Coverage Ratio to exclude any capital expenditures related to growth or revenue generatinginitiatives from the calculation. As a condition to the amendment, we made a principal repayment of $6.0 million on the term loan.25Table of ContentsA default under agreements governing our indebtedness could result in a default and acceleration of indebtedness under other agreements.Certain agreements governing our indebtedness contain cross-default provisions whereby a default under one agreement could result in a default andacceleration of our repayment obligations under other agreements. If a cross-default were to occur, we may not be able to pay our debts or borrow sufficientfunds to refinance them. Even if new financing were available, it may not be available on favorable terms. If some or all of our indebtedness is in default forany reason, our business, financial condition, and results of operations could be materially and adversely affected.Our mobile satellite products currently depend on satellite services, gateway teleports and terrestrial networks provided by third parties, and adisruption in those services could adversely affect sales.Our satellite antenna products include the equipment necessary to utilize satellite services; we do not own the satellites that directly provide two-waysatellite communications or the terrestrial networks that interconnect our facilities with the satellite teleports that communicate with the satellites. Wecurrently offer satellite television products compatible with the DIRECTV and DISH Network services in the United States, the Bell TV service in Canada, theSky Mexico service and various other regional satellite TV services in other parts of the world.SES, Eutelsat, Sky Perfect-JSAT, Telesat, EchoStar, Intelsat and Star One currently provide the satellite capacity to support the mini-VSAT Broadbandservice and our TracPhone V-IP series products. Intelsat also currently provides our C-Band satellite coverage. In addition, we have agreements with variousteleports and Internet service providers around the globe to support the mini-VSAT Broadband service. The terrestrial fiber links that we use to connect withthe Internet and to move our voice and data services between our facilities and the various satellite earth stations that support our services are provided to usthrough numerous service providers, some of which have contractual relationships with our satellite service providers and not directly with us. We rely onInmarsat for satellite communications services for our FleetBroadband- and FleetOne-compatible TracPhone products. We also have an arrangement withIridium for additional satellite communications services that we make available to our customers as a backup option to provide communications redundancywith our primary service offerings.We exercise little or no control over these third-party providers of satellite, teleport and terrestrial network services, which increases our vulnerabilityto problems with the services they provide. Due to our reliance on these service providers, when problems occur, it may be difficult to identify the source ofthe problem. Service disruption or outages, regardless of whether they are caused by our service, the equipment or services of our third-party serviceproviders, or our customers’ or their equipment and systems, may result in loss of market acceptance of our service, and any necessary repairs or otherremedial actions may cause us to incur significant costs and expenses. Any failure on the part of third-party service providers to achieve or maintain expectedperformance levels, stability and security could harm our relationships with our customers, result in claims for credits or damages, damage our reputation,significantly reduce customer demand for our solution and seriously harm our financial condition and operating results.If customers become dissatisfied with the programming, pricing, service, availability or other aspects of any of these satellite services, or if any one ormore of these services becomes unavailable for any reason, we could suffer a substantial decline in sales of our satellite products. There may be no alternativeservice provider available in a particular geographic area, and our modem or other technology may not be compatible with the technology of any alternativeservice provider that may be available. Even if available, delays caused by switching our technology to another service provider, if available, and qualifyingthis new service provider could materially harm our customer relationships, business, financial condition and operating results In addition, the unexpectedfailure of a satellite could disrupt the availability of programming and services, which could reduce the demand for, or customer satisfaction with, ourproducts.26Table of ContentsWe rely upon spread spectrum communications technology developed by ViaSat and transmitted by third-party satellite providers to permit two-waybroadband Internet via our TracPhone V-IP series antennas, and any disruption in the availability of this technology could adversely affect sales.Our mini-VSAT Broadband service relies on spread spectrum technology developed by ViaSat, for use with satellite capacity controlled by SES,Eutelsat, Sky Perfect-JSAT, Telesat, Echostar, Intelsat and Star One. Our TracPhone two-way broadband satellite terminals combine our stabilized antennatechnology with ViaSat’s ArcLight spread spectrum mobile broadband technology, along with ViaSat’s ArcLight spread spectrum modem. The ArcLighttechnology is also integrated within the satellite hubs that support this service. Sales of the TracPhone V-IP series products and our mini-VSAT Broadbandservice could be disrupted if we fail to receive approval from regulatory authorities to provide our spread spectrum service in the waters of various countrieswhere our customers operate or if there are issues with the availability of the ArcLight maritime modems. Moreover, satellite communications technologymay continue to evolve, which could reduce the relative attractiveness of the ArcLight technology we currently offer, and our ArcLight technology maycease to be compatible with changes in satellite service offerings. As we transition to our new HTS service over the next several years, we may encountertechnological challenges, increased expenses, customer dissatisfaction, inventory obsolescence, interruptions in supply, disruptions in current relationshipsor arrangements and unforeseen obstacles, any of which could have a material adverse effect on our mobile satellite business, revenues and profitability.We have single dedicated manufacturing facilities for each of our mobile connectivity and inertial navigation product categories, and any significantdisruption to a facility could impair our ability to deliver our products.Excluding the products manufactured by Videotel and KVH Media Group, which are manufactured in the United Kingdom, we currently manufactureall of our mobile connectivity products at our manufacturing facility in Middletown, Rhode Island, and the majority of our inertial navigation products at ourfacility in Tinley Park, Illinois. Some of our production processes are complex, and we may be unable to respond rapidly to the loss of the use of eitherproduction facility. For example, our production facilities use some specialized equipment that may take time to replace if they are damaged or becomeunusable for any reason. In that event, shipments would be delayed, which could result in customer or dealer dissatisfaction, loss of sales and damage to ourreputation. Finally, we have only a limited capability to increase our manufacturing capacity in the short term. If short-term demand for our products exceedsour manufacturing capacity, our inability to fulfill orders in a timely manner could also lead to customer or dealer dissatisfaction, loss of sales and damage toour reputation.We depend on sole or limited source suppliers, and any disruption in supply could impair our ability to deliver our products on time or at expected cost.We obtain many key components for our products from third-party suppliers, and in some cases we use a single or a limited number of suppliers. Anyinterruption in supply could impair our ability to deliver our products until we identify and qualify a new source of supply, which could take several weeks,months or longer and could increase our costs significantly. Suppliers might change or discontinue key components, which could require us to modify ourproduct designs. For example, in the past, we have experienced changes in the chemicals used to coat our optical fiber, which changed its characteristics andthereby necessitated design modifications. Department of Defense regulations requiring government contractors to implement processes to avoid counterfeitparts may require us to find new sources of materials or components if the current supplier cannot meet the requirements. In general, we do not have writtenlong-term supply agreements with our suppliers but instead purchase components through purchase orders, which expose us to potential price increases andtermination of supply without notice or recourse. It is generally not our practice to carry significant inventories of product components, and this couldmagnify the impact of the loss of a supplier. If we are required to use a new source of materials or components, it could also result in unexpectedmanufacturing difficulties and could affect product performance and reliability. In addition, from time to time, lead times for certain components can increasesignificantly due to imbalances in overall market supply and demand. This, in turn, could limit our ability to satisfy the demand for certain of our products ona timely basis and could result in some customer orders being rescheduled or canceled.We may continue to increase the use of international suppliers to source components for our manufacturing operations, which could disrupt ourbusiness.Although we have historically manufactured and sourced raw materials for the majority of our products domestically, in order for us to compete withlower priced competing products while also improving our profitability, in some instances we have found it desirable to source raw materials andmanufactured components and assemblies from Europe, Asia, and South America. Reliance on foreign manufacturing and/or raw material supply haslengthened our supply chain and increased the risk that a disruption in that supply chain could have a material adverse effect on our operations and financialperformance.27Table of ContentsWe depend on cloud-based data services operated by third parties, and any disruption in the operation of these services could harm our business.We host some of our content services and business records using various cloud-based data services operated by third parties. Any failure or downtimein one of these services could affect a significant percentage of our customers. Although we control and have access to our servers and all of the componentsof our network that are located in our internal facilities and certain of our external data facilities, we do not control the operation of external facilities. Theproviders of our data management services have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unableto renew these agreements on commercially reasonable terms, or if one or more of our data management service providers is acquired, closes, suffers financialdifficulty or is unable to meet our growing capacity needs, we may be required to transfer our data to other services, and we may incur significant costs andservice interruptions in connection with doing so, which could harm our reputation with our customers and adversely affect our revenues and results ofoperations.Adverse economic conditions could result in financial difficulties or bankruptcy for any of our suppliers, which could adversely affect our business andresults of operations.The current state of worldwide economic conditions and tight credit could present challenges to our suppliers, which could result in disruptions to ourbusiness, increase our costs, delay shipment of our products or delivery of services, and impair our ability to generate and recognize revenue. To address theirown business challenges, our suppliers may increase prices, reduce the availability of credit, require deposits or advance payments or take other actions thatmay impose a burden on us.They may also reduce production capacity, slow or delay delivery of products, face challenges meeting our specifications or otherwise fail to meet ourrequirements. In some cases, our suppliers may face bankruptcy. We may be required to identify, qualify, and engage new suppliers, which would require timeand the attention of management. Any of these events could impair our ability to deliver our products and services to customers in a timely and cost-effectivemanner, cause us to breach our contractual commitments or result in the loss of customers.Our media and entertainment business relies on licensing arrangements with content providers, and the loss of or changes in those arrangements couldadversely affect our business.We distribute premium news, sports, movies, and music content for commercial and leisure customers in the maritime, hotel, and retail markets. We donot generate this content but instead license the content from third parties on a non-exclusive basis. We do not have long-term license agreements with anycontent provider. Accordingly, any content provider could terminate our existing arrangements with little or no advance notice or could adversely modifythe terms of the arrangement, including initiating potential price increases. Further, the licenses we obtain are limited in scope, and any violation of the termsof a license could expose us to liability for copyright infringement. We pay license fees that are based in part on the revenue we generate from sublicenses,and our licensors generally have the right to audit our records to determine whether we have paid all necessary license fees. Failure to pay required licensefees could result in any combination of termination of our license rights, penalties, or damages. The loss of content could adversely affect the attractivenessof our media and entertainment offerings, which could in turn adversely affect our revenues. Any increase in the cost of content could reduce the profitabilityof these offerings.Any failure to maintain and expand our third-party distribution relationships may limit our ability to penetrate markets for mobile connectivityproducts and services.We market and sell our mobile connectivity products and services through an international network of independent retailers, chain stores anddistributors, as well as to manufacturers of marine vessels, recreational vehicles and buses. Many of our distributors are also responsible for providing onsitesupport and installation for our products, which requires our distributors to employ highly skilled workers and maintain facilities in locations convenient toour customers, such as at maritime ports. We also expect our distributors to assist us in expanding internationally. Some of our distribution relationships arenew, and our new distributors may not be successful in marketing and selling our products and services. In addition, our distribution partners do not haveexclusive relationships with us and may sell products of other companies, including competing products, and are generally not required to purchaseminimum quantities of our products. Our competitors may be able to cause our current or potential distributors to favor their services over ours, either throughfinancial incentives, technological innovation, by offering a broader array of services to these service providers or otherwise, which could reduce theeffectiveness of our use of these distributors. If we fail to maintain relationships with our current distributors, fail to develop relationships with newdistributors in new and existing markets, or manage, train, or provide appropriate incentives to our existing distributors, or if our distributors are notsuccessful in their sales efforts, sales of our products and services may decline and our operating results could be harmed.28Table of ContentsOur international business operations expose us to a number of difficulties in coordinating our activities abroad and in dealing with multiple regulatoryenvironments.Historically, sales to customers outside the United States have accounted for a significant portion of our net sales. We derived 62%, 63%, and 67% ofour revenues in 2017, 2016, and 2015, respectively, from sales to customers outside the United States. We have foreign sales offices in Denmark, the UnitedKingdom, Singapore, Hong Kong, Japan, Norway, Cyprus and the Philippines, as well as a subsidiary in Brazil that manages local sales. However, aside fromthese international sales offices, substantially all of our personnel and operations, particularly for our mobile connectivity equipment business and ourinertial navigation business, are located in the United States. Our limited operations in foreign countries may impair our ability to compete successfully ininternational markets and to meet the service and support needs of our customers in countries where we have little to no infrastructure. We are subject to anumber of risks associated with our international business activities, which may increase our costs and require significant management attention. These risksinclude:•technical challenges we may face in adapting our mobile connectivity products to function with different satellite services and technology inuse in various regions around the world;•satisfaction of international regulatory requirements and delays and costs associated with procurement of any necessary licenses or permits;•the potential unavailability of content licenses covering international waters and foreign locations;•restrictions on the sale of certain inertial navigation products to foreign military and government customers;•increased costs of providing customer support in multiple languages;•increased costs of managing operations that are international in scope;•potentially adverse tax consequences, including restrictions on the repatriation of earnings;•protectionist laws and business practices that favor local competitors, which could slow our growth in international markets;•potentially longer sales cycles, which could slow our revenue growth from international sales;•potentially longer accounts receivable payment cycles and difficulties in collecting accounts receivable; and•economic and political instability in some international markets.We could incur additional legal compliance costs associated with our international operations and could become subject to legal penalties if we do notcomply with certain regulations.As a result of our international operations, we are subject to a number of legal requirements, including the U.S. Foreign Corrupt Practices Act, the U.K.Bribery Act and the customs, export, trade sanctions and anti-boycott laws of the United States, including those administered by the U.S. Customs and BorderProtection, the Bureau of Industry and Security, the Department of Commerce, the Department of State, and the Office of Foreign Assets Control of theTreasury Department, as well as those of other nations in which we do business. In addition, the governments of many of the countries where our customersuse our products and services maintain licensing and regulatory requirements for the importation and use of satellite communications and receptionequipment, including the use of such equipment in the country’s territorial waters, the transmission of satellite signals on certain radio frequencies, thetransmission of voice over Internet services using such equipment, and, in some cases, the reception of certain video programming services. These laws andregulations are changing continuously, and compliance with these laws and regulations is complex. We incur significant costs identifying and maintainingcompliance with applicable licensing and regulatory requirements. In addition, our training and compliance programs and our other internal control policiesmay be insufficient to protect us from acts committed by our employees, agents or third-party contractors. Any violation of these requirements by us or ouremployees, agents or third-party contractors may subject us to significant criminal and civil liability.Exports of certain inertial navigation products are subject to the U.S. Export Administration Regulations and the International Traffic in ArmsRegulations and require a license from the U.S. Department of State prior to shipment.We must comply with the United States Export Administration Regulations and the International Traffic in Arms Regulations, or ITAR. Certain of ourproducts have military or strategic applications and are on the munitions list of the ITAR and require an individual validated license in order to be exportedto certain jurisdictions. Any changes in export regulations or reclassifications of our products may further restrict the export of our products, and we maycease to be able to procure export licenses for our products under existing regulations. The length of time required by the licensing process can vary,potentially delaying the shipment of products and the recognition of the corresponding revenue. Any restriction on the export of a product line or anyamount of our products could cause a significant reduction in net sales.29Table of ContentsWe are subject to FCC rules and regulations, and any non-compliance could subject us to FCC enforcement actions, fines, loss of licenses and possiblyrestrictions on our ability to operate or offer certain of our services.The satellite communications industry is regulated by the Federal Communications Commission in the United States and, as a result, we are subject toexisting and potential FCC regulations relating to privacy, contributions to the Universal Service Fund, or USF, and other requirements. If we do not complywith FCC rules and regulations, we could be subject to FCC enforcement actions, substantial fines, penalties, loss of licenses and possibly restrictions on ourability to operate or offer certain of our services. Any enforcement action by the FCC, which may be a public process, could hurt our reputation in theindustry, possibly impair our ability to sell our services to customers and could harm our business and results of operations.Reform of federal and state USF programs could increase the cost of our service to our customers, diminishing or eliminating our pricing advantage.The FCC has been considering reform or other modifications to its USF program. The way we calculate our contribution to USF may change if the FCCengages in reform or adopts other modifications. In April 2012, the FCC released a Further Notice of Proposed Rulemaking to consider reforms to the mannerin which companies like us contribute to the federal USF program. In general, the Further Notice of Proposed Rulemaking indicates that the FCC isconsidering changes to the companies that should contribute, how contributions should be assessed, and methods to improve the administration of thesystem. We cannot predict the outcome of this proceeding or its impact on our business at this time. The changes in the leadership of the U.S. Governmentresulting from the federal election in 2016 may renew interest in completing this proceeding.Should the FCC adopt new contribution mechanisms or otherwise modify contribution obligations that increase our contribution burden, we willeither need to raise the amount we currently collect from our customers to cover this obligation or absorb the costs, which would reduce our profit margins.The attractiveness of our services may also be reduced as compared to the services of our competitors that do not appear to contribute to USF, or do not do soto the same extent that we do.Privacy concerns and domestic or foreign laws and regulations may reduce demand for our services, increase our costs and harm our business.Our company and our customers can potentially use our services to collect, use and store information, including personally identifiable information orother information treated as confidential, regarding the content and manner of usage of our services by them, their employees and maritime crews. Federal,state and foreign governments and agencies have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storageand disclosure of such information obtained from consumers and individuals, such as the European Union’s new General Data Protection Regulation, whichtakes effect in May 2018. The costs of compliance with, and other burdens imposed by, such laws and regulations that are applicable to us and the operationsof our customers may limit the use and adoption of our services and reduce overall demand, and any non-compliance with these laws and regulations couldlead to significant remediation expenses, fines, penalties or other regulatory liabilities such as orders or consent decrees forcing us to modify our privacypractices, as well as reputational damage or third-party lawsuits seeking damages or other relief. Domestic and international legislative and regulatory initiatives may harm our ability, and the ability of our customers, to process, handle, store, useand transmit information, including demographic and personally identifiable information or other information treated as confidential, regarding individualusers of the services, which could reduce demand for some of our services, increase our costs and force us to change our business practices. These laws andregulations are still evolving and are likely to be in flux and subject to uncertain interpretation for the foreseeable future. Our business could be harmed iflegislation or regulations are adopted, interpreted or implemented in a manner that is inconsistent from country to country and inconsistent with our currentpolicies and practices, or those of our customers. In addition, foreign data protection, privacy, and consumer protection laws and regulations are often morestringent than those in the United States. In particular, the European Union and its member states traditionally have imposed greater legal obligations oncompanies that collect and process personal data.30Table of ContentsAcquisitions may disrupt our operations or adversely affect our results.We evaluate strategic acquisition opportunities to acquire other businesses as they arise, such as our acquisitions of Videotel in July 2014 and KVHMedia Group in May 2013. The expenses we incur evaluating and pursuing these and other such acquisitions could have a material adverse effect on ourresults of operations. For example, during 2014, we incurred significant expenses related to the acquisition of Videotel. If we acquire a business, we may beunable to manage it profitably or successfully integrate its operations with our own. Moreover, we may be unable to realize the strategic, financial,operational and other benefits we anticipate from any acquisition, and any acquisition may increase our overall operating expenses. Competition foracquisition opportunities could increase the price we pay for businesses we acquire and could reduce the number of potential acquisition targets. Further, ourapproach to acquisitions may involve a number of special financial and business risks, such as:•entry into new and unfamiliar lines of business or markets, which may present challenges or risks that we did not anticipate;•entry into new or unfamiliar geographic regions, including exposure to additional tax and regulatory regimes;•increased expenses associated with the amortization of acquired intangible assets;•increased exposure to fluctuations in foreign currency exchange rates;•charges related to any potential acquisition from which we may withdraw;•diversion of our management’s time, attention, and resources;•loss of key acquired personnel;•increased costs to improve or coordinate managerial, operational, financial, and administrative systems, including compliance with theSarbanes-Oxley Act of 2002;•dilutive issuances of equity securities;•the assumption of legal liabilities; and•losses arising from impairment charges associated with goodwill or intangible assets.For example, we incurred additional expenses to implement internal control over financial reporting appropriate for a public company at Videotel andKVH Media Group, which previously operated as private companies not subject to U.S. generally accepted accounting principles.If we cannot effectively manage changes in our rate of growth, our business may suffer.We have previously expanded our operations to pursue existing and potential market opportunities, and we are continuing to expand our internationaloperations. For example, we expanded our service offerings through the acquisitions of Videotel in 2014 and KVH Media Group in 2013. This growth placeda strain on our personnel, management, financial and other resources and increased our operating expenses. If any portion of our business grows more rapidlythan we anticipate and we fail to manage that growth properly, we may incur unnecessary expenses, and the efficiency of our operations may decline. If weare unable to adjust our operating expenses on a timely basis in response to changes in revenue cycles, our results of operations may be harmed. To managechanges in our rate of growth effectively, we must, among other things:•match our manufacturing facilities and capacity to demand for our products and services in a timely manner;•secure appropriate satellite capacity to match changes in demand for airtime services in a timely manner;•successfully attract, train, motivate and manage appropriate numbers of employees for manufacturing, sales, marketing and customer supportactivities;•effectively manage our inventory and working capital;•maintain the efficiencies within our operating, administrative, financial and accounting systems; and•ensure that our procedures and internal controls are revised and updated to remain appropriate for the size and scale of our business operations.We may be unable to hire and retain the skilled personnel we need to expand our operations.To meet our growth objectives, we must attract and retain highly skilled technical, operational, managerial and sales and marketing personnel. If wefail to attract and retain the necessary personnel, we may be unable to achieve our business objectives and may lose our competitive position, which couldlead to a significant decline in net sales. We face significant competition for these skilled professionals from other companies, research and academicinstitutions, government entities and other organizations.31Table of ContentsOur success depends on the services of our executive officers.Our future success depends to a significant degree on the skills and efforts of Martin Kits van Heyningen, our co-founder, President, Chief ExecutiveOfficer, and Chairman of the Board. If we lost the services of Mr. Kits van Heyningen, our business and operating results could be seriously harmed. We alsodepend on the ability of our other executive officers to work effectively as a team. The loss of one or more of our executive officers could impair our ability tomanage our business effectively.Our business may suffer if we cannot protect our proprietary technology.Our ability to compete depends significantly upon our patents, copyrights, source code, and other proprietary technology. The steps we have taken toprotect our technology may be inadequate to prevent others from using what we regard as our technology to compete with us. Our patents could expire or bechallenged, invalidated or circumvented, and the rights we have under our patents could provide no competitive advantages. Existing trade secret, copyright,and trademark laws offer only limited protection. Customers or others with access to our proprietary or licensed media content could copy that contentwithout permission or otherwise violate the terms of our customer agreements, which would adversely affect our revenues and could impair our relationshipswith content providers. In addition, the laws of some foreign countries do not protect our proprietary technology to the same extent as the laws of the UnitedStates, which could increase the likelihood of misappropriation. Furthermore, other companies could independently develop similar or superior technologywithout violating our intellectual property rights. Any misappropriation of our technology or the development of competing technology could seriouslyharm our competitive position, which could lead to a substantial reduction in net sales.If we resort to legal proceedings to enforce our intellectual property rights, the proceedings could be burdensome, disruptive and expensive, distractthe attention of management, and there can be no assurance that we would prevail.Also, we have delivered certain technical data and information to the U.S. government under procurement contracts, and it may have unlimited rightsto use that technical data and information. There can be no assurance that the U.S. government will not authorize others to use that data and information tocompete with us.Claims by others that we infringe their intellectual property rights could harm our business and financial condition.Our industries are characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and otherintellectual property rights. We cannot be certain that our products do not and will not infringe issued patents, patents that may be issued in the future, orother intellectual property rights of others.We do not generally conduct exhaustive patent searches to determine whether the technology used in our products infringes patents held by thirdparties. In addition, product development is inherently uncertain in a rapidly evolving technological environment in which there may be numerous patentapplications pending, many of which are confidential when filed, with regard to similar technologies.From time to time we have faced claims by third parties that our products or technology infringe their patents or other intellectual property rights, andwe may face similar claims in the future. For example, we were sued for patent infringement in 2015, and we settled this claim in January 2016 with apayment of cash to Advanced Media Network. Any claim of infringement could cause us to incur substantial costs defending against or settling the claim,even if the claim is invalid, and could distract the attention of our management. If any of our products are found to violate third-party proprietary rights, wemay be required to pay substantial damages. In addition, we may be required to re-engineer our products or obtain licenses from third parties to continue tooffer our products. Any efforts to re-engineer our products or obtain licenses on commercially reasonable terms may not be successful, which would preventus from selling our products, and, in any case, could substantially increase our costs and have a material adverse effect on our business, financial conditionand results of operations.32Table of ContentsCybersecurity breaches could disrupt our operations, expose us to liability, damage our reputation, and require us to incur significant costs orotherwise adversely affect our financial results.We are highly dependent on information technology networks and systems, including the Internet, to securely process, transmit and store electronicinformation, including personal information of our customers. We also retain sensitive data, including intellectual property, proprietary business information,personally identifiable information, credit card information, and usage data of our employees and customers on our computer networks. Although we takecertain protective measures and endeavor to modify them as we believe circumstances warrant, invasive technologies and techniques continue to evolverapidly, and our computer systems, software and networks are vulnerable to disruption, shutdown, unauthorized access, misuse, erasure, alteration, employeeerror, phishing, computer viruses or other malicious code, and other events that could have a security impact. Any security breach may compromiseinformation stored on our networks and may result in significant data losses or theft of our, our customers', our business partners' or our employees' sensitiveinformation. Public reports suggest that cybersecurity incidents are happening more often and with increasingly severe consequences. We may be required toexpend substantial additional resources to augment our efforts to address potential cybersecurity risks, which could adversely affect our results of operations.If any of these events were to occur, they could disrupt our operations, distract our management, cause us to lose existing customers and fail to attractnew customers, as well as subject us to regulatory actions, litigation, fines, damage to our reputation or competitive position, or orders or decrees requiring usto modify our business practices, any of which could have a material adverse effect on our financial position, results of operations or cash flows.Our media business may expose us to claims regarding our media content.Our media business produces training films and eLearning computer-based training courses, including programs on safety, maintenance, security andregulatory compliance, and also provides commercially licensed maritime charting and navigation information. Our efforts to ensure the accuracy andreliability of the content we provide could be inadequate, and we could face claims of liability based on this content. Contractual and other measures we taketo limit our liability may be inadequate to protect us from these claims. Although we have certain rights of indemnification from third parties for certainportions of the content we provide to customers, it may be time-consuming and expensive to enforce our rights, and the third parties may lack the resources tofulfill their obligations to us. Further, our insurance coverage is subject to deductibles, exclusions and limitations of coverage, and there can be no assurancethat our insurance coverage would be available to satisfy any claims against us. Any such claims may have a material adverse effect on our financialcondition and results of operations.Fluctuations in our quarterly net sales and results of operations could depress the market price of our common stock.We have at times experienced significant fluctuations in our net sales and results of operations from one quarter to the next. Our future net sales andresults of operations could vary significantly from quarter to quarter due to a number of factors, many of which are outside our control. Accordingly, youshould not rely on quarter-to-quarter comparisons of our results of operations as an indication of future performance. It is possible that our net sales or resultsof operations in a quarter will fall below the expectations of securities analysts or investors. If this occurs, the market price of our common stock could fallsignificantly. Our results of operations in any quarter can fluctuate for many reasons, including:•changes in demand for our mobile connectivity products and services and inertial navigation products and services, including as a result of ourAgilePlans;•the timing and size of individual orders from military customers, which may be delayed or canceled for various reasons;•the mix of products and services we sell, including the mix of fixed rate and metered contracts for airtime services;•our ability to manufacture, test and deliver products in a timely and cost-effective manner, including the availability and timely delivery ofcomponents and subassemblies from our suppliers;•our success in winning competitions for orders;•the timing of new product introductions by us or our competitors;•the scope of our investments in research and development;•expenses incurred in pursuing acquisitions;•expenses incurred in expanding, maintaining, or improving our mini-VSAT Broadband network;•market and competitive pricing pressures;•unanticipated charges or expenses, such as increases in warranty claims;•general economic climate; and•seasonality of pleasure boat and recreational vehicle usage.33Table of ContentsIn 2018, in light of our current investments in research and development and the establishment and expansion of our new HTS network, we expect thatour operating expenses in each quarter of 2018 could increase significantly over the amount we incurred in the comparable quarter of 2017.In late 2015, we introduced new rate plans for our airtime services, including various rate plans that offer higher data speeds with usage caps. Underthese rate plans, customers receive a base level of service for a fixed fee and pay additional fees for usage over the base level. Accordingly, the revenue wegenerate from a customer may vary with that customer's usage. We are unable to predict accurately the extent to which customers will transition to particularmetered rate plans or the degree to which usage, and therefore our revenue, may vary from quarter to quarter.A large portion of our expenses, including expenses for network infrastructure, facilities, equipment, and personnel, are relatively fixed. Accordingly,if our net sales decline or do not grow as much or as quickly as we anticipate, we might be unable to maintain or improve our operating margins. Any failureto achieve anticipated net sales could therefore significantly harm our operating results for a particular fiscal period.The market price of our common stock may be volatile.Our stock price has historically been volatile. During the period from January 1, 2015 to December 31, 2017, the trading price of our common stockranged from $7.31 to $15.79. Many factors may cause the market price of our common stock to fluctuate, including:•variations in our quarterly results of operations;•the introduction of new products and services by us or our competitors;•changing needs of military customers;•changes in estimates of our performance or recommendations by securities analysts;•the hiring or departure of key personnel;•acquisitions or strategic alliances involving us or our competitors;•market conditions in our industries; and•the global macroeconomic and geopolitical environment.In addition, the stock market can experience extreme price and volume fluctuations. Major stock market indices experienced dramatic declines in2008, in the first quarter of 2009 and in January 2016. These fluctuations are often unrelated to the operating performance of particular companies. Thesebroad market fluctuations may adversely affect the market price of our common stock. When the market price of a company’s stock drops significantly,stockholders often institute securities litigation against that company. Any such litigation could cause us to incur significant expenses defending against theclaim, divert the time and attention of our management and result in significant damages.We may have exposure to additional tax liabilities, which could negatively impact our income tax expense, net income and cash flow.We are subject to income taxes and other taxes in both the U.S. and the foreign jurisdictions in which we currently operate. The determination of ourworldwide provision for income taxes and current and deferred tax assets and liabilities requires significant judgment and estimation. In the ordinary courseof our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are subject to regular review and audit byboth domestic and foreign tax authorities and to the prospective and retrospective effects of changing tax regulations and legislation. Although we believeour tax estimates are reasonable, the ultimate tax outcome may materially differ from the tax amounts recorded in our consolidated financial statements andmay materially affect our income tax benefit or expense, net loss or income, and cash flows in the period in which such determination is made. As ofDecember 31, 2017, we had liabilities for uncertain tax positions of $1.6 million.Deferred tax assets are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases ofassets and liabilities, and for operating losses and tax credit carry forwards. In certain instances, a valuation allowance may be recorded to reduce certaindeferred tax assets to estimated realizable value. We review our deferred tax assets and valuation allowance requirements on a quarterly basis. If, during ourquarterly reviews of our deferred tax assets, we determine that it is more likely than not that we will not be able to generate sufficient future taxable income torealize the net carrying value of deferred tax assets, we will record a valuation allowance to reduce the tax assets to estimated realizable value, which couldresult in a material income tax charge. As part of our review, we consider positive and negative evidence, including cumulative results of recent years. As ofDecember 31, 2017, we had recorded $16.0 million of valuation allowances against our gross deferred tax assets of $17.8 million.34Table of ContentsOur effective tax rate fluctuates, and we may incur obligations in tax jurisdictions in excess of accrued amounts.As a global company, we are subject to taxation in numerous countries, states and other jurisdictions. As a result, our effective tax rate is derived from acombination of applicable tax rates in the various places that we operate. In preparing our financial statements, we estimate the amount of tax that willbecome payable in each jurisdiction. Our effective tax rate, however, may be different than experienced in the past due to numerous factors, includingchanges in the mix of our profitability from country to country, the results of examinations and audits of our tax filings, adjustments to the value of ouruncertain tax positions, changes in accounting for income taxes and changes in tax laws, including the 2017 Tax Act. Any of these factors could cause us toexperience an effective tax rate significantly different from previous periods or our current expectations.In addition, our inability to secure or sustain acceptable arrangements with tax authorities and future changes in the tax laws, among other things, mayresult in tax obligations in excess of amounts accrued in our financial statements.The 2017 Tax Cuts and Jobs Act (the "Tax Act") has resulted in significant changes to the U.S. corporate income tax system. These changes include afederal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibilityof interest expense and executive compensation. The 2017 Tax Act also transitions international taxation from a worldwide system to a modified territorialsystem and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries toU.S. taxation as global intangible low-taxed income or "GILTI". These changes are effective beginning in 2018.The 2017 Tax Act also includes the Transition Toll Tax, which is a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries'previously untaxed foreign earnings. The Transition Toll Tax may be paid over an eight-year period, starting in 2018, and will not accrue interest.We have made a preliminary estimate of the Transition Toll Tax and the remeasurement of our deferred tax assets and liabilities as of December 31,2017. The preliminary estimate is subject to change as we finalize our analysis and as interpretations of the provisions of the 2017 Tax Act continue todevelop. The final determination of the Transition Toll Tax and the remeasurement of our deferred tax assets and liabilities will be completed as additionalinformation becomes available, but no later than one year from the enactment of the 2017 Tax Act. U.S. Treasury regulations, administrative interpretationsor court decisions interpreting the 2017 Tax Act may require further adjustments and changes in our estimates, which could have a material adverse effect onour business, results of operations or financial conditions.Changes in the competitive environment or supply chain issues may require inventory write-downs.From time to time, we have recorded significant inventory charges and/or inventory write-offs as a result of substantial declines in customer demand.Market or competitive changes could lead to future charges for excess or obsolete inventory, especially if we are unable to appropriately adjust the supply ofmaterial from our vendors.If goodwill or other intangible assets that we have recorded in connection with our acquisitions of other businesses become impaired, we could have totake significant charges against earnings.As a result of our acquisitions, we have recorded, and may continue to record, a significant amount of goodwill and other intangible assets. Undercurrent accounting guidelines, we must assess, at least annually and potentially more frequently, whether the value of goodwill and other intangible assetshas been impaired. Any reduction or impairment of the value of goodwill or other intangible assets will result in additional charges against earnings, whichcould materially reduce our reported results of operations in future periods.35Table of ContentsOur charter and by-laws and Delaware law may deter takeovers.Our certificate of incorporation, by-laws and Delaware law contain provisions that could have an anti-takeover effect and discourage, delay or preventa change in control or an acquisition that many stockholders may find attractive. These provisions may also discourage proxy contests and make it moredifficult for our stockholders to take some corporate actions, including the election of directors. These provisions relate to:•the ability of our Board of Directors to issue preferred stock, and determine its terms, without a stockholder vote;•the classification of our Board of Directors, which effectively prevents stockholders from electing a majority of the directors at any one annualmeeting of stockholders;•the limitation that directors may be removed only for cause by the affirmative vote of the holders of two-thirds of our shares of capital stockentitled to vote;•the prohibition against stockholder actions by written consent;•the inability of stockholders to call a special meeting of stockholders; and•advance notice requirements for stockholder proposals and director nominations.ITEM 1B.Unresolved Staff CommentsNone.36Table of ContentsITEM 2.PropertiesThe following table provides information about our principal facilities as of December 31, 2017.Location Type Principal Uses ApproximateSquareFootage Ownership LeaseExpirationMiddletown, RhodeIsland Office Corporate headquarters, research anddevelopment, sales and service, marketing andadministration 75,000 Owned —Middletown, RhodeIsland Plant andwarehouse Manufacturing and warehousing (mobileconnectivity products) 75,300 Owned —Tinley Park, Illinois Plant andwarehouse Manufacturing, warehousing, research anddevelopment (inertial navigation products) 101,000 Owned —Horten, Norway Office Research and development, sales, marketing andsupport 4,400 Leased December 2018Singapore Office Asian headquarters and sales office 3,444 Leased April2022Kokkedal, Denmark Office andwarehouse European headquarters, sales, marketing andsupport 11,000 Leased 3 month noticeLeeds, UK Media Lab Audio/video production, sales and support 2,608 Leased January2020Liverpool, UK Office Maritime sales, news production, marketing andsupport 4,692 Leased June2023London, UK Office Sales, production, dispatch, and general office 5,654 Leased August2019Leeds, UK Office Audio/video production, Media distribution,sales and administration 3,628 Leased January2020Manila, Philippines Office News production, inside sales, support 7,440 Leased September 2021New Delhi, India Office News production 1,800 Leased November 2025ITEM 3.Legal ProceedingsFrom time to time, we are involved in litigation incidental to the conduct of our business. In the ordinary course of business, we are a party to inquiries,legal proceedings and claims including, from time to time, disagreements with vendors and customers.ITEM 4.Mine Safety DisclosuresNot applicable.37Table of ContentsPART IIITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket Information. Our common stock trades on the NASDAQ Global Select Market under the symbol “KVHI.” The following table provides, for theperiods indicated, the high and low sale prices for our common stock as reported on the NASDAQ Global Select Market. High LowYear Ended December 31, 2017: First quarter$11.90 $7.70Second quarter10.20 7.65Third quarter12.22 9.10Fourth quarter12.65 9.60Year Ended December 31, 2016: First quarter$9.88 $8.00Second quarter10.20 7.51Third quarter9.24 7.31Fourth quarter12.75 7.50Stockholders. As of February 28, 2018, we had 70 holders of record of our common stock. This number does not include stockholders for whom shareswere held in a nominee or “street” name.Dividends. We have never declared or paid cash dividends on our capital stock, and we have no plan to pay any cash dividends in the foreseeablefuture. We currently intend to retain any future earnings to finance our operations and future growth. In addition, the terms of our senior credit agreement,which we entered into in July 2014, place restrictions on our ability to pay cash dividends on our common stock.Issuer Purchases of Equity Securities. On November 26, 2008, our Board of Directors authorized a program to repurchase up to one million shares ofour common stock. The repurchase program is funded using our existing cash, cash equivalents, marketable securities, and future cash flows. Under therepurchase program, at management’s discretion, we may repurchase shares on the open market from time to time, in privately negotiated transactions orblock transactions, or through an accelerated repurchase agreement. The timing of such repurchases depends on availability of shares, price, marketconditions, alternative uses of capital, and applicable regulatory requirements. The program may be modified, suspended, or terminated at any time withoutprior notice. The repurchase program has no expiration date. There were no other repurchase programs outstanding during the year ended December 31, 2017,and no repurchase programs expired during the period.We did not repurchase any shares of our common stock in open market transactions during the years ended December 31, 2017, 2016, and 2015.During the year ended December 31, 2017, 43,000 vested restricted shares were surrendered in satisfaction of tax withholding obligations at anaverage price of $9.08 per share. There were no shares repurchased in satisfaction of tax withholding obligations during the fourth quarter ended December31, 2017.38Table of ContentsSTOCK PERFORMANCE GRAPHThe following graph compares the performance of our cumulative stockholder return with that of the NASDAQ Composite Index, a broad equitymarket index, and the NASDAQ Telecommunications Index, a published industry index. The cumulative stockholder returns for shares of our common stockand for the market indices are calculated assuming $100 was invested on December 31, 2012. We paid no cash dividends during the periods shown. Theperformance of the market indices is shown on a total return (dividends reinvested) basis. Measurement points are the last trading days of the years endedDecember 2013, 2014, 2015, 2016, and 2017. 2012 2013 2014 2015 2016 2017KVH Industries, Inc. $100 $93 $90 $67 $84 $74NASDAQ Composite 100 138 157 166 178 229NASDAQ Telecommunications 100 124 135 125 144 169ITEM 6.Selected Financial DataWe have derived the following selected financial data from our audited consolidated financial statements. You should read this data in conjunctionwith “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements andSupplementary Data.” In May 2013, we acquired Headland Media Limited (now known as the KVH Media Group) for $24.2 million. In July 2014, we acquired Videotel for$47.4 million. See Note 1 to our consolidated financial statements for a summary of significant accounting policies and the effects on the year-to-yearcomparability of the selected financial data.39Table of Contents Year Ended December 31, 2017 2016 2015 2014 2013 (in thousands, except per share data)Consolidated Statement of Operations Data: Sales: Product$56,968 $73,075 $76,213 $81,143 $90,295Service103,120 103,047 108,421 91,448 71,993Net sales160,088 176,122 184,634 172,591 162,288Costs and expenses: Costs of product sales37,474 46,334 47,404 48,843 51,518Costs of service sales52,692 52,966 54,816 50,301 45,058Research and development15,858 16,030 14,039 14,101 12,987Sales, marketing and support33,896 33,942 35,714 32,976 28,792General and administrative28,932 28,172 29,453 24,448 17,764Total costs and expenses168,852 177,444 181,426 170,669 156,119(Loss) income from operations(8,764) (1,322) 3,208 1,922 6,169Interest income659 513 546 738 657Interest expense1,467 1,436 1,460 1,296 637Other (expense) income, net(366) 275 372 (39) 494(Loss) income before income taxes(9,938) (1,970) 2,666 1,325 6,683Income tax expense1,096 5,547 413 1,284 2,150Net (loss) income$(11,034) $(7,517) $2,253 $41 $4,533Per share information: Net (loss) income per common share, basic$(0.67) $(0.47) $0.14 $— $0.30Net (loss) income per common share, diluted$(0.67) $(0.47) $0.14 $— $0.30Number of shares used in per share calculation: Basic16,419 15,834 15,625 15,420 15,144Diluted16,419 15,834 15,834 15,605 15,341 December 31, 2017 2016 2015 2014 2013 (in thousands)Consolidated Balance Sheet Data: Cash, cash equivalents, and marketable securities$42,915 $52,134 $45,338 $49,802 $55,744Working capital54,430 69,189 71,534 65,200 78,933Total assets196,239 199,757 226,277 235,837 183,849Line of credit— — — — 30,000Long-term debt, excluding current portion44,572 50,153 58,054 64,687 7,094Other long-term obligations19 326 1,391 1,459 204Total stockholders’ equity105,665 106,502 118,176 116,540 116,46740Table of ContentsITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe following discussion and analysis should be read in conjunction with the other financial information and consolidated financial statements andrelated notes appearing elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties. Ouractual results could differ materially from those anticipated in the forward-looking statements as a result of a variety of factors, including those discussedunder the heading “Item 1A. Risk Factors” and elsewhere in this annual report.OverviewWe design, develop, manufacture and market mobile connectivity products and services for the marine and land mobile markets, and inertialnavigation products for commercial and defense markets. Our reporting segments are as follows:•the mobile connectivity segment and•the inertial navigation segmentThrough these segments, we manufacture and sell our solutions in a number of major geographic areas, including internationally. We generate amajority of our revenues from various international locations, primarily consisting of Canada, Europe (both inside and outside the European Union), Africa,Asia/Pacific, and the Middle East.Mobile Connectivity SegmentOur mobile connectivity segment offers satellite communications products and services. Our mobile connectivity products enable customers to receivevoice and Internet services and live digital television via satellite services in marine vessels, recreational vehicles, buses and automobiles. Our CommBoxoffers a range of tools designed to increase communication efficiency, reduce costs, and manage network operations. We sell and lease our mobileconnectivity products through an extensive international network of dealers and distributors. We also sell and lease products directly to end users.Our mobile connectivity service sales include sales of satellite voice and Internet airtime services, engineering services provided under developmentcontracts, sales from product repairs, and extended warranty sales. Our mobile connectivity service sales also include our distribution of entertainment,including news, sports, music, and movies, to commercial and leisure customers in the maritime, hotel, and retail markets through KVH Media Group, as wellas the distribution of training films and eLearning computer-based training courses to commercial customers in the maritime market through our Videotelbusiness. We typically recognize revenue from media content sales ratably over the period of the service contract. We provide, for monthly fixed fees andusage-based fees, satellite connectivity services for broadband Internet, data and Voice over Internet Protocol (VoIP) service to our TracPhone V-seriescustomers. We also earn monthly usage fees for third-party satellite connectivity for voice, data and Internet services to our Inmarsat and Iridium customerswho choose to activate their subscriptions with us. Our service sales have grown as a percentage of total revenue from 59% of our net sales in 2015 and 2016to 64% in 2017, a portion of which is attributable to our acquisition of the KVH Media Group business in May 2013 and the Videotel business in July 2014.The majority of Videotel’s services are invoiced in pounds sterling, which increases our exposure to fluctuations in exchange rates.Inertial Navigation SegmentOur inertial navigation segment offers precision fiber optic gyro (FOG)-based systems that enable platform and optical stabilization, navigation,pointing, and guidance. Our inertial navigation products also include tactical navigation systems that provide uninterrupted access to navigation andpointing information in a variety of military vehicles, including tactical trucks and light armored vehicles. Our inertial navigation products are sold directlyto U.S. and foreign governments and government contractors, as well as through an international network of authorized independent sales representatives. Inaddition, our inertial navigation products are used in numerous commercial products, such as navigation and positioning systems for various applicationsincluding precision mapping, dynamic surveying, autonomous vehicles, train location control and track geometry measurement systems, industrial roboticsand optical stabilization. Our inertial navigation service sales include engineering services provided under development contracts, product repairs andextended warranty sales. 41Table of ContentsThe following table provides, for the periods indicated, our sales by segment: Year Ended December 31, 2017 2016 2015 (in thousands)Mobile connectivity$132,227 $141,507 $147,809Inertial navigation27,861 34,615 36,825Net sales$160,088 $176,122 $184,634Product sales within the mobile connectivity segment accounted for 20%, 23% and 23% of our consolidated net sales for 2017, 2016 and 2015,respectively. Sales of mini-VSAT Broadband airtime service accounted for 41%, 37%, and 35% of our consolidated net sales for 2017, 2016, and 2015,respectively. Sales of content and training services within the mobile connectivity segment accounted for 20%, 20% and 21% of our consolidated net salesfor 2017, 2016 and 2015, respectively.Within our inertial navigation segment, net sales of FOG-based guidance and navigation systems accounted for 13%, 10%, and 10% of ourconsolidated net sales for 2017, 2016, and 2015, respectively.No other single product class accounted for 10% or more of consolidated net sales. No individual customer accounted for 10% or more of ourconsolidated net sales for 2017, 2016 or 2015.We operate in a number of major geographic areas across the globe. We generate our international net sales, based upon customer location, primarilyfrom customers located in Canada, Europe, Africa, Asia/Pacific, the Middle East, and India. Our international net sales totaled 62%, 63% and 67% of ourconsolidated net sales for 2017, 2016 and 2015, respectively. Sales to customers located in Canada represented 11% and 10% of net sales for the years endedDecember 31, 2016 and 2015, respectively. No other individual foreign country represented 10% or more of the Company’s consolidated net sales for 2016or 2015. No individual foreign country represented 10% or more of our consolidated net sales for the year ended December 31, 2017. See Note 12 to ourconsolidated financial statements for more information on our segments.In addition to our internally funded research and development efforts, we also conduct research and development activities that are funded by ourcustomers. These activities relate primarily to engineering studies, surveys, prototype development, program management, and standard productcustomization. In accordance with accounting principles generally accepted in the United States of America, we account for customer-funded research asservice revenue, and we account for the associated research and development costs as costs of service and product sales. As a result, customer-funded researchand development are not included in the research and development expense that we present in our statement of operations. The following table presents ourtotal annual research and development effort, representing the sum of research costs of service and product sales and the operating expense of research anddevelopment as described in our statement of operations. Our management believes this information is useful because it provides a better understanding ofour total expenditures on research and development activities. Year ended December 31, 2017 2016 2015 (in thousands)Research and development expense presented on the statement of operations$15,858 $16,030 $14,039Costs of customer-funded research and development included in costs of servicesales1,510 498 1,546Total consolidated statements of operations expenditures on research anddevelopment activities$17,368 $16,528 $15,58542Table of ContentsResults of OperationsThe following table provides, for the periods indicated, certain financial data expressed as a percentage of net sales: Year Ended December 31, 2017 2016 2015Sales: Product35.6 % 41.5 % 41.3%Service64.4 58.5 58.7Net sales100.0 100.0 100.0Costs and expenses: Costs of product sales23.4 26.3 25.7Costs of service sales32.9 30.1 29.6Research and development9.9 9.1 7.6Sales, marketing and support21.2 19.3 19.3General and administrative18.1 16.0 16.0Total costs and expenses105.5 100.8 98.2(Loss) income from operations(5.5) (0.8) 1.8Interest income0.4 0.3 0.3Interest expense0.9 0.8 0.7Other (expense) income, net(0.2) 0.2 0.2(Loss) Income before income taxes(6.2) (1.1) 1.6Income tax expense0.7 3.1 0.2Net (loss) income(6.9)% (4.2)% 1.4%Years ended December 31, 2017 and 2016Net SalesAs discussed further under the heading "Segment Discussion" below, product sales decreased $16.1 million, or 22%, to $57.0 million in 2017 from$73.1 million in 2016, due to a decrease in mobile connectivity product sales of $8.7 million and a decrease in inertial navigation product sales of $7.4million. Service sales for 2017 increased $0.1 million or less than 1%, to $103.1 million from $103.0 million in 2016 due to an increase in inertial navigationservice sales of $0.7 million and a decrease in mobile connectivity service sales of $0.6 million.We have adopted the revenue recognition guidance provided by Accounting Standards Codification (ASC) 606, Revenue from Contracts withCustomers, effective January 1, 2018 using the modified retrospective method. We expect the adoption of the new guidance to impact the timing of revenuerecognition and corresponding costs of product sales for certain mini-VSAT Broadband hardware customer contracts to be deferred and recognized over theestimated customer life of the associated mini-VSAT Broadband service contracts. Please see Note 1 to our accompanying audited consolidated financialstatements for further discussion of the impact of our adoption of ASC 606.43Table of ContentsCosts of SalesCosts of sales consists of costs of product sales and costs of service sales. Costs of sales decreased in 2017 to $90.2 million from $99.3 million in 2016.The reduction in costs of sales was driven by a decrease in overall sales. As a percentage of net sales, costs of sales was 56% for both 2017 and 2016,respectively.Our costs of product sales consist primarily of materials, manufacturing overhead, and direct labor used to produce our products. For 2017, costs ofproduct sales decreased by $8.8 million, or 19%, to $37.5 million in 2017 from $46.3 million in 2016. As a percentage of product sales, costs of product saleswere 66% and 63% for 2017 and 2016, respectively. The increase in the costs of product sales as a percentage of product sales was due to product mix,primarily due to lower TACNAV product sales, which generally have higher gross margins. Mobile connectivity costs of product sales decreased by $7.1million, or 24%, primarily due to a $5.9 million decrease in our marine and product accessories mobile connectivity costs of product sales and a $1.2 milliondecrease in our land mobile costs of product sales. Mobile connectivity costs of product sales as a percentage of mobile connectivity product sales were 71%and 74% for 2017 and 2016, respectively. The decrease was principally driven by product mix. Inertial navigation costs of product sales decreased by $1.7million, or 11%, primarily due to a $3.3 million decrease in our TACNAV costs of product sales, offset by a $1.6 million increase in our FOG costs of productsales. Inertial navigation costs of product sales as a percentage of inertial navigation product sales was 58% and 50% for 2017 and 2016, respectively. Theincrease was principally driven by product mix.Our costs of service sales consist primarily of satellite service capacity, depreciation, service network overhead expense associated with our mini-VSAT Broadband network infrastructure, direct network service labor, Inmarsat service costs, product installation costs, engineering and related direct costsassociated with customer-funded research and development, media materials and distribution costs, and service repair materials. For 2017, costs of servicesales decreased by $0.3 million, or 1%, to $52.7 million in 2017 from $53.0 million in 2016. As a percentage of service sales, costs of service sales were 51%in each of 2017 and 2016. Mobile connectivity costs of service sales decreased by $1.3 million, or 2%, primarily due to a $2.4 million decrease in contentand training costs, partially offset by a $0.9 million increase in airtime costs and $0.2 million increase in airtime services and repairs costs of service sales dueto an increase in installations. Mobile connectivity costs of service sales as a percentage of mobile connectivity service sales was 51% and 52% for 2017 and2016, respectively. Inertial navigation costs of service sales increased by $1.0 million, or 200%, due to an increase in contract engineering service revenues.Inertial navigation costs of service sales as a percentage of inertial navigation service sales was 48% and 21% for 2017 and 2016, respectively. The increasein the inertial navigation costs of service sales as a percentage of inertial navigation service sales was primarily due to the increase in the relative material andlabor components needed for the different contract engineering services projects completed in the two periods.We expect that our costs of sales will generally increase in correlation with our expected growth in our mobile connectivity and inertial navigation netsales. We expect that the mobile connectivity costs of service sales as percentage of mobile connectivity sales will increase as we integrate our HTS airtimenetwork.Operating ExpensesResearch and development expense consists of direct labor, materials, external consultants, and related overhead costs that support our internallyfunded product development and product sustaining engineering activities. Research and development expense for 2017 decreased by $0.1 million, or 1%,to $15.9 million from $16.0 million in 2016. The primary reasons for the decrease in expense in 2017 were a $1.1 million decrease in unfunded engineeringexpenses, a $0.4 million decrease in expensed materials and hardware maintenance, partially offset by a $1.5 million increase in salaries and employeebenefits. As a percentage of net sales, research and development expense was 10% and 9% in 2017 and 2016, respectively.We expect that research and development expense will grow year-over-year as we continue to invest in developing new technologies and applicationsfor our products.Sales, marketing, and support expense consists primarily of salaries and related expenses for sales and marketing personnel, commissions for both in-house and third-party representatives, costs related to the co-development of certain content, other sales and marketing support costs such as advertising,literature and promotional materials, product service personnel and support costs, warranty-related costs and bad debt expense. Sales, marketing and supportexpense also includes the operating expenses of our sales office subsidiaries in Denmark, Singapore, Brazil, and Japan. Sales, marketing, and support expenseremained flat at $33.9 million for 2017 and 2016. In 2017 there was a $0.6 million decrease in warranty expense, which was offset by a $0.1 million increasein bad debt expense due to improved collection efforts and a $0.5 million increase in employee termination costs primarily related to staff reductions. As apercentage of net sales, sales, marketing and support expense was 21% and 19% in 2017 and 2016, respectively.44Table of ContentsWe expect that our sales, marketing, and support expense will increase year-over-year primarily driven by increased personnel, marketing andtechnology investments to support product sales and launches.General and administrative expense consists of costs attributable to management, finance and accounting, information technology, human resources,certain outside professional services, and other administrative costs. General and administrative expense for 2017 increased by $0.7 million, or 2%, to $28.9million from $28.2 million for 2016. The primary reasons for the increase in 2017 was a $1.9 million increase in salaries and employee benefits, includingemployee termination costs. This was partially offset by a $0.4 million decrease in depreciation and amortization, a $0.4 million decrease in legal andprofessional fees and a $0.2 million decrease in expensed materials and hardware maintenance. As a percentage of net sales, general and administrativeexpense was 18% and 16% for 2017 and 2016, respectively.We expect general and administrative expenses to increase year-over-year in 2018, primarily driven by increased personnel costs. Interest and Other (Expense) Income, NetInterest income increased by $0.2 million, or 40%, to $0.7 million from $0.5 million for 2016 and relates to interest earned on our cash and cashequivalents, as well as from investments. Interest expense for 2017 increased by less than $0.1 million, or 7%, to $1.5 million from $1.4 million for 2016 dueto the change in the variable interest rate related to our term loan. Other (expense) income, net for 2017 decreased by $0.7 million or 233%, primarily due to$0.6 million of foreign exchange transaction losses in 2017 compared to $0.1 million of foreign exchange translation gains in 2016, primarily due tofluctuation of the pounds sterling. Income Tax ExpenseIncome tax expense for 2017 was $1.1 million as compared to $5.5 million for 2016. Current year income tax expense is related to taxes on incomeearned in foreign jurisdictions. The current year loss in the U.S. and Brazil did not result in income tax benefit due to recording an additional valuationallowance of $3.3 million on the related net deferred tax assets. In 2016, the Company recorded a valuation allowance on its U.S. and Brazilian deferred taxassets of $6.8 million. This valuation allowance was recorded as we concluded that it was more likely than not that certain of our U.S. and Brazilian deferredtax assets were not realizable primarily based on the three-year cumulative pre-tax loss as of December 31, 2016.The effective tax rate for 2017 was (11.0%). The primary driver of the difference between our effective tax rate as compared to the United States federalstatutory rate was the impact of recording valuation reserves on the current year tax benefit generated on U.S. net operating losses and tax credits. This impactwas partially offset by income taxed at lower foreign tax rates. The effective income tax rate of (281.6%) for 2016 differs from the U.S. federal statutory rateprincipally as a result of recording the valuation reserve against the U.S. deferred tax assets, which was partially offset by income taxed at lower foreign taxrates.45Table of ContentsSegment Discussion - Years ended December 31, 2017 and 2016Our net sales by segment for 2017 and 2016 were as follows: Change For the year ended December31, 2017 vs. 2016 2017 2016 $ % (dollars in thousands)Mobile connectivity sales Product$32,175 $40,904 $(8,729) (21)%Service100,052 100,603 (551) (1)%Net sales$132,227 $141,507 $(9,280) (7)% Inertial navigation sales Product$24,793 $32,171 $(7,378) (23)%Service3,068 2,444 624 26 %Net sales$27,861 $34,615 $(6,754) (20)%Operating earnings (loss) by segment for 2017 and 2016 were as follows: Change For the year ended December 31, 2017 vs. 2016 2017 2016 $ % (dollars in thousands)Mobile connectivity$7,334 $10,041 $(2,707) (27)%Inertial navigation556 5,272 (4,716) (89)% $7,890 $15,313 $(7,423) (48)%Unallocated(16,654) (16,635) (19) — %Operating loss$(8,764) $(1,322) $(7,442) 563 %Mobile Connectivity SegmentNet sales in the mobile connectivity segment decreased $9.3 million, or 7%, in 2017 as compared to 2016. Mobile connectivity product salesdecreased by $8.7 million, or 21%, to $32.2 million in 2017 from $40.9 million in 2016. The decrease was primarily due to a $7.4 million, or 20%, decreasein marine mobile connectivity product sales and a $1.3 million, or 29%, decrease in sales of our land mobile connectivity products. The decrease was partlydue to the receipt of a particularly large order in 2016, as well as the impact of the new AgilePlans subscription service. The hurricanes in the Caribbean andthe Gulf of Mexico in the 2017 third quarter and inclement weather in the 2017 second quarter, particularly in the US East Coast region, also impacted ourmarine business as boat owners delayed the seasonal retrofitting of their vessels.We have adopted the revenue recognition guidance under ASC 606 effective January 1, 2018 using the modified retrospective method. We expect theadoption of the new guidance to impact the timing of revenue recognition and corresponding costs of product sales for certain mini-VSAT Broadbandhardware customer contracts to be deferred and recognized over the estimated customer life of the associated mini-VSAT Broadband service contracts. Pleasesee Note 1 to our accompanying audited consolidated financial statements for further discussion of the impact of our adoption of ASC 606.46Table of ContentsMobile connectivity service sales decreased by $0.6 million, or 1%, to $100.0 million in 2017 from $100.6 million in 2016. The decrease wasprimarily due to a $3.1 million decrease in our content and training service revenue, which resulted primarily from exchange rate fluctuations impacting ourcontent and training service sales recorded in pounds sterling, a decrease in fleet subscribers and a large film contract that occurred in the third quarter of2016, and a $0.5 million decrease in Inmarsat service sales due to an overall decrease in Inmarsat airtime customers. Partially offsetting these decreases was a$2.8 million increase in mini-VSAT service sales driven by an increase in the number of installed mini-VSAT units, as well as an increase in the number ofservice offerings and a $0.2 million increase in activations and other mobile connectivity services.We expect that our mini-VSAT service sales will continue to grow year-over-year, primarily through the continued expansion of our mini-VSATBroadband customer base, and due to the availability of our AgilePlans subscription service model which we initiated in our 2017 second quarter. We expectthat mini-VSAT product sales may decline if customers select the new subscription service model.Operating earnings for the mobile connectivity segment decreased $2.7 million, or 27%, in 2017 as compared to 2016. This decrease was primarily theresult of a decrease in product sales less associated costs of $1.6 million, offset somewhat by an increase in service sales less associated costs of $0.7 million.In addition, operating expenses increased in 2017 due to an increase in employee salaries and benefits of $1.8 million and an increase in employeetermination costs of $0.8 million, offset somewhat by a $0.6 million decrease in warranty expense, and a $0.5 million decrease in external commissions andcertain royalty expenses.We expect our overall mobile connectivity operating earnings to show modest growth in 2018 through market expansion and as existing customersexpand their mini-VSAT Broadband usage and as customers take advantage of the AgilePlans subscription service option.Inertial Navigation SegmentNet sales in the inertial navigation segment decreased $6.7 million, or 19%, in 2017 as compared to 2016. Inertial navigation product sales decreased$7.4 million, or 23%, to $24.8 million in 2017 from $32.2 million in 2016.Specifically, sales of our TACNAV products decreased $10.3 million, or 69%, partially offset by a $2.8 million, or 16%, increase in FOG product sales.TACNAV sales decreased due to orders filled in 2016 that did not reoccur in 2017. Inertial navigation service sales increased $0.7 million, or 29%, to $3.1million in 2017 from $2.4 million for 2016. The primary reason for the increase was a $1.2 million, or 86%, increase in contracted engineering services due toa new project that began in January 2017 and was completed in the third quarter of 2017. This increase was partially offset by a $0.5 million decrease ininertial navigation repair revenue.We expect to see modest growth in our FOG products in 2018 due to a higher backlog entering the year. We also expect to see growth in contractedengineering services year-over-year. However, it is challenging to predict whether sales of our TACNAV products will increase in 2018 as we cannot predictwhen specific orders, which could be individually significant, may be received, if at all.Operating earnings for the inertial navigation segment decreased $4.7 million, or 89%, in 2017 as compared to 2016. This decrease is primarily due tothe net decrease in product sales and service sales of $6.7 million and a $0.2 million increase in employee salaries and benefits, partially offset by a $0.6million decrease in unfunded engineering costs.We expect our overall inertial navigation operating earnings to increase modestly in 2018 due to the higher backlog of FOG products entering the yearand due to the higher expected increase in contracted engineering service sales.UnallocatedCertain corporate-level costs have not been allocated because they are not attributable to either segment. These costs primarily consist of broadcorporate functions, including executive, legal, finance, information technology, and costs associated with corporate actions.Unallocated operating loss was approximately $16.6 million for both 2017 and 2016. This was due to a $0.4 million decrease in consulting fees, offsetby a $0.3 million increase in salaries and benefits and a $0.1 million increase in legal and accounting fees.47Table of ContentsYears ended December 31, 2016 and 2015Net SalesAs discussed further under the heading "Segment Discussion" below, product sales decreased $3.1 million, or 4%, to $73.1 million in 2016 from $76.2million in 2015, due to a decrease in mobile connectivity product sales of $2.2 million and a decrease in inertial navigation product sales of $0.9 million.Service sales for 2016 decreased $5.4 million to $103.0 million from $108.4 million for 2015 due to a decrease in mobile connectivity service sales of $4.0million and a decrease in inertial navigation service sales of $1.4 million or 35%.Costs of SalesCosts of sales consists of costs of product sales and costs of service sales. Costs of sales decreased in 2016 to $99.3 million from $102.2 million in2015. The reduction in costs of sales was driven by a decrease in overall sales. As a percentage of net sales, costs of sales was 56% and 55% for 2016 and2015, respectively. The slightly higher percentage of costs of sales compared to total net sales in 2016 was driven by a slight increase in the percentage ofcosts of product sales compared to product sales.Our costs of product sales consist primarily of materials, manufacturing overhead, and direct labor used to produce our products. For 2016, costs ofproduct sales decreased by $1.1 million, or 2% to $46.3 million in 2016 from $47.4 million in 2015. As a percentage of product sales, costs of product saleswere 63% and 62% for 2016 and 2015, respectively. The increase in the percentage of costs of product sales compared to product sales was due to increasesin product and freight costs, an increase in wage and benefit expenses due to a slight increase in headcount, as well as lower overhead absorption due to lowermanufacturing volumes driven by lower product sales. Mobile connectivity costs of product sales decreased by $1.0 million, or 3%, primarily due to a $1.4million decrease in our marine mobile connectivity costs of product sales, partially offset by a $0.4 million increase in our land mobile costs of product sales.Mobile connectivity costs of product sales as a percentage of mobile connectivity product sales were 74% and 72% for 2016 and 2015, respectively. Theincrease was principally driven by lower marine product sales which are higher margin products. Inertial navigation costs of product sales decreased by $0.1million, or 1%, primarily due to a $0.9 million decrease in our FOG costs of product sales, offset by a $0.8 million increase in our TACNAV costs of productsales. Inertial navigation costs of product sales as a percentage of inertial navigation product sales was 50% and 49% for 2016 and 2015, respectively. Theincrease was primarily driven by product mix.Our costs of service sales consist primarily of satellite service capacity, depreciation, service network overhead expense associated with our mini-VSAT Broadband network infrastructure, direct network service labor, Inmarsat service costs, product installation costs, engineering and related direct costsassociated with customer-funded research and development, media materials and distribution costs, and service repair materials. For 2016, costs of servicesales decreased by $1.9 million, or 3%, to $53.0 million in 2016 from $54.8 million in 2015. As a percentage of service sales, costs of service sales were 51%and 51% for 2016 and 2015, respectively. Mobile connectivity costs of service sales decreased by $0.8 million, or 2%, primarily due to a $1.2 milliondecrease in airtime costs due to airtime cost-saving initiatives, partially offset by a $0.4 million increase in airtime services and repairs costs of service salesdue to an increase in installations. Mobile connectivity costs of service sales as a percentage of mobile connectivity service sales was 52% and 51% for 2016and 2015, respectively. Inertial navigation costs of service sales decreased by $1.1 million, or 68%, due to the decrease in contract engineering services.Inertial navigation costs of service sales as a percentage of inertial navigation service sales was 21% and 41% for 2016 and 2015, respectively. The decreasein the inertial navigation costs of service sales as a percentage of inertial navigation service sales was primarily due to the differences in the relative materialand labor components needed for the different contract engineering services projects completed in the two periods.Operating ExpensesResearch and development expense consists of direct labor, materials, external consultants, and related overhead costs that support our internallyfunded product development and product sustaining engineering activities. Research and development expense for 2016 increased by $2.0 million, or 14%,to $16.0 million from $14.0 million in 2015. The primary reasons for the increase in expense in 2016 were a $1.2 million increase in labor expenses andoutside consulting fees, an increase of $0.5 million in expensed materials, and a $0.1 million increase in tooling and set-up charges. The primary reason forthe increase in research and development expense is an increase in overall expenditures for new initiatives, as well as a decrease in the level of customer-funded engineering projects where the support costs are included in costs of service sales. As a percentage of net sales, research and development expense was9% and 8% in 2016 and 2015, respectively.48Table of ContentsSales, marketing, and support expense consists primarily of salaries and related expenses for sales and marketing personnel, commissions for both in-house and third-party representatives, costs related to the co-development of certain content, other sales and marketing support costs such as advertising,literature and promotional materials, product service personnel and support costs, warranty-related costs and bad debt expense. Sales, marketing and supportexpense also includes the operating expenses of our sales office subsidiaries in Denmark, Singapore, Brazil, and Japan. Sales, marketing, and support expensefor 2016 decreased by $1.8 million, or 5%, to $33.9 million from $35.7 million for 2015. The primary reasons for the decrease in 2016 were a $1.9 milliondecrease in commissions due to lower sales and a $0.3 million decrease in bad debt expense due to improved collection efforts, partially offset by a $0.3million increase in warranty expense primarily related to an increase in the number of our mobile connectivity products under warranty. As a percentage ofnet sales, sales, marketing and support expense was 19% in both 2016 and 2015.General and administrative expense consists of costs attributable to management, finance and accounting, information technology, human resources,certain outside professional services, and other administrative costs. General and administrative expense for 2016 decreased by $1.3 million, or 4%, to $28.2million from $29.5 million for 2015. The primary reasons for the decrease in 2016 expense were a $1.5 million decrease in compensation and consultingexpense primarily due to the decrease in executive bonuses and profit sharing, as well as a decrease in expenses arising from the centralization ofadministrative functions in the UK and a $0.4 million decrease in legal settlement expense due to settlement of patent infringement matters where settlementwas accrued in 2015, partially offset by a $0.5 million increase in computer maintenance for new software subscriptions and software support as a result ofadditional purchased software and related maintenance. As a percentage of net sales, general and administrative expense was 16% for both 2016 and 2015.Interest and Other Expense (Income), NetInterest income was $0.5 million for both 2016 and 2015 and relates to interest earned on our cash and cash equivalents, as well as from investments.Interest expense for 2016 decreased slightly by $0.1 million, or 7%, to $1.4 million from $1.5 million for 2015 due to a reduction in our overall debtobligations. Other income, net for 2016 decreased by $0.1 million or 25%, to $0.3 million from $0.4 million for 2015 primarily due to foreign exchangetransaction losses as a result of the fluctuation of the pounds sterling. Income Tax ExpenseIncome tax expense for 2016 was $5.5 million as compared to $0.4 million for 2015. The significant increase in income tax expense for 2016 wasprincipally due to a change in the valuation allowance of our deferred tax assets of approximately $6.8 million. We assessed evidence of the realizability ofour deferred tax assets as of December 31, 2016 and, based on the three-year cumulative pre-tax loss as of December 31, 2016, we concluded that it was morelikely than not that certain of our deferred tax assets were not realizable and recorded a full valuation allowance against these deferred tax assets. This is thekey driver of the difference between our effective tax rate as compared to the United States federal statutory rate. This impact was partially offset by theimpact of foreign tax rates and research and development tax credits. The effective income tax rate of 16% for 2015 differs from the United States federalstatutory rate of 35% principally as a result of the impact of foreign tax rates, research and development tax credits and reduction in uncertain tax positions asa result of settlements with taxing authorities partially offset by changes in the valuation allowance against our deferred tax assets.49Table of ContentsSegment Discussion - Years ended December 31, 2016 and 2015Our net sales by segment for 2016 and 2015 were as follows: Change For the year ended December31, 2016 vs. 2015 2016 2015 $ % (dollars in thousands)Mobile connectivity sales Product$40,904 $43,169 $(2,265) (5)%Service100,603 104,640 (4,037) (4)%Net sales$141,507 $147,809 $(6,302) (4)% Inertial navigation sales Product$32,171 $33,044 $(873) (3)%Service2,444 3,781 (1,337) (35)%Net sales$34,615 $36,825 $(2,210) (6)%Operating earnings (loss) by segment for 2016 and 2015 were as follows: Change For the year ended December 31, 2016 vs. 2015 2016 2015 $ % (dollars in thousands)Mobile connectivity$10,041 $9,459 $582 6 %Inertial navigation5,272 7,934 (2,662) (34)% $15,313 $17,393 $(2,080) (12)%Unallocated(16,635) (14,185) (2,450) 17 %Operating (loss) earnings$(1,322) $3,208 $(4,530) (141)%Mobile Connectivity SegmentNet sales in the mobile connectivity segment decreased $6.3 million, or 4%, in 2016 as compared to 2015. Mobile connectivity product salesdecreased by $2.3 million, or 5%, to $40.9 million in 2016 from $43.2 million in 2015. The decrease was primarily due to a $2.6 million, or 21%, decrease inEuropean mini-VSAT product sales due to a slowdown in the European maritime markets and a $0.3 million, or 1%, decrease in our US marine mobileconnectivity product sales, partially offset by a $0.6 million increase in sales of our land mobile connectivity products. Mobile connectivity service salesdecreased by $4.0 million, or 4%, to $100.6 million in 2016 from $104.6 million in 2015. The decrease was primarily due to a $3.6 million decrease in ourcontent and training service revenue, which resulted primarily from exchange rate weakness arising from content and training service sales recorded inpounds sterling, and a $0.7 million decrease in Inmarsat service sales due to a 14% decrease in Inmarsat airtime customers. Partially offsetting these decreaseswas a $0.3 million increase in mini-VSAT service sales driven by an increase in the number of installed mini-VSAT units, as well as an increase in number ofservice offerings.Operating earnings for the mobile connectivity segment increased $0.6 million, or 6%, in 2016 as compared to 2015. This change was principally dueto a decrease in operating costs related to the centralization of certain administrative functions in the UK, a decrease in the exchange rate of the poundssterling and airtime cost savings initiatives. The increase in operating expenses was partially offset by the decrease in product and service sales.50Table of ContentsInertial Navigation SegmentNet sales in the inertial navigation segment decreased $2.2 million, or 6%, in 2016 as compared to 2015. Inertial navigation product sales decreased$0.9 million, or 3%, to $32.2 million in 2016 from $33.1 million in 2015.Specifically, sales of our FOG products decreased $1.2 million, or 7%, partially offset by a $0.3 million, or 2%, increase in TACNAV sales. TACNAV salesincreased due to large but anticipated orders that were in our backlog. FOG product sales decreased due to a decrease in sales of our single and dual axis FOGunits, partially offset by increased sales of our IMU FOG units. Inertial navigation service sales decreased $1.4 million, or 35%, to $2.4 million in 2016 from$3.8 million for 2015. The primary reason for the decrease was a $1.6 million, or 53%, decrease in contracted engineering services due to a prior year projectwhich was completed during the first half of 2016. This decrease was partially offset by a $0.3 million increase in inertial navigation repair revenue.Operating earnings for the inertial navigation segment decreased $2.7 million, or 34%, in 2016 as compared to 2015. This decrease is primarily due tothe $2.2 million decrease in product and service sales and a $0.6 million decrease in sales representative commissions due to these lower sales. Partiallyoffsetting this decrease is a slight increase in costs of product sales as a percentage of product sales.UnallocatedCertain corporate-level costs have not been allocated because they are not attributable to either segment. These costs primarily consist of broadcorporate functions, including executive, legal, finance, information technology, and costs associated with corporate actions.Unallocated operating loss was $16.6 million and $14.2 million for 2016 and 2015, respectively. The increase in the operating loss was primarily theresult of a $1.4 million increase in salary and benefits due to an increase in corporate headcount partially offset by a decrease in executive bonuses, a $0.5million increase in outside consulting that includes accounting and legal fees, and a $0.5 million increase in computer maintenance fees due to new internalanalytical software subscription and support.Critical Accounting Policies and Significant EstimatesThe discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have beenprepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to makeestimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure at the date of our financialstatements. Our significant accounting policies are summarized in Note 1 to our consolidated financial statements. The significant accounting policies thatwe believe are the most critical in understanding and evaluating our reported financial results include the following:Revenue RecognitionProduct sales. Product sales are recognized when persuasive evidence of an arrangement exists, goods are shipped, title has passed, and collectabilityis reasonably assured. Our standard sales terms require that:•All sales are final;•Terms are generally Net 30;•Shipments are tendered and shipped FOB (or as may be applicable, FCA or EXW) our plant or warehouse; and•Title and risk of loss or damage passes to the dealer or distributor at the point of shipment when delivery is made to the possession of the carrier.For certain inertial navigation product sales, customer acceptance or inspection may be required before title and risk of loss transfers to the customer.For those sales, revenue is recognized after transfer of title and risk of loss and after notification of customer acceptance. In certain circumstances customersmay request a bill and hold arrangement. Under these bill and hold arrangements, revenue is recognized when we have fulfilled all of our performanceobligations, the units are segregated and available for shipment in accordance with the defined contract delivery schedule, and we have received notificationof customer acceptance which transfers title and risk of loss to the customer.51Table of ContentsUnder certain limited conditions, we, at our sole discretion, provide for the return of goods. No product is accepted for return and no credit is allowedon any returned product unless we have granted and confirmed prior written permission by means of appropriate authorization. We establish reserves forpotential sales returns, credits and allowances, and evaluate, on a monthly basis, the adequacy of those reserves based upon historical experience and ourexpectations for the future.Multiple-element revenue arrangements. Some of our sales involve multiple-element arrangements that include both hardware-related products andcontracted service, or satellite connectivity. We analyze revenue arrangements with multiple deliverables to determine if the deliverables should be dividedinto more than one unit of accounting. For contracts with more than one unit of accounting, we allocate the consideration we receive among the separateunits of accounting based on a selling price hierarchy for determining the selling price of each deliverable, which includes: (1) vendor-specific objectiveevidence (VSOE) if available; (2) third-party evidence (TPE) if VSOE is not available; and (3) best estimated selling price (BESP), if neither VSOE nor TPE isavailable. Best estimate selling price is determined based on prices of the deliverables if sold on a stand-alone basis, or if not sold on a stand-alone basis, theprices we would charge if sold on a stand-alone basis. We recognize revenue for each deliverable based on the revenue recognition policies described in thissection.Contracted service sales. We also engage in contracts for development, production and services activities related to standard product modification orenhancement, which we account for using the proportional performance method of revenue recognition. The use of contract accounting requires significantjudgment relative to estimating total contract revenues and costs, including assumptions relative to the length of time to complete the contract, the natureand complexity of the work to be performed, and prices for subcontractor services and materials. Our estimates are based upon the professional knowledgeand experience of our engineers, program managers and other personnel, who review each long-term contract monthly to assess the contract's schedule,performance, technical matters, and estimated cost at completion. A cancellation, schedule delay, or modification of a fixed-price contract which is accountedfor using the proportional performance method may adversely affect our gross margins for the period in which the contract is modified. Changes in estimatesare applied when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable toperformance in prior periods.Satellite connectivity and media content sales. Directly sold and re-sold satellite connectivity service for voice, data and Internet is recognizedmonthly based upon minutes or megabytes of traffic processed or contracted fixed fee schedules. Typically, all subscribers enter into a contracted one-yearminimum service agreement. We have evaluated the factors within ASC 605 regarding gross versus net revenue reporting for our satellite connectivity servicesales and our payments to the applicable service providers. Based on the evaluation of the factors within ASC 605, we have determined that the applicableindicators of gross revenue reporting were met. The applicable indicators of gross revenue reporting included, but were not limited to, the following:•We are the primary obligor in our arrangements with our subscribers. We manage all interactions with the subscribers, while satellite connectivityservice providers do not interact with the subscribers. In addition, we assume the entire performance risk under our arrangements with the subscribersand in the event of a performance issue, we may incur reduction in fees without regard for any recourse that we may have with the applicable satelliteconnective service providers.•We have latitude in establishing pricing, as the pricing under our arrangements with the subscribers is negotiated through a contracting process andwe have discretion in establishing pricing. We then separately negotiated the fees with the applicable satellite service providers.•We have had complete discretion in determining which satellite service providers with which we will contract with.As a result, we have determined that we earn revenue (as a principal) from the delivery of satellite connectivity services to our subscribers and recordall satellite connectivity service sales to subscribers as gross sales. All associated regulatory service fees and costs are recorded net in our consolidatedfinancial statements. Media content sales include our distribution of commercially licensed news, sports, movies and music content for commercial andleisure customers in the maritime, hotel, and retail markets as well as training videos to the merchant marine market that are typically based on a contractedfixed fee schedule. We typically recognize revenue from media content sales ratably over the period of the service contract. The accounting estimates relatedto the recognition of satellite connectivity and media content service sales in our results of operations require us to make assumptions about future billingadjustments for disputes with subscribers as well as unauthorized usage.For further discussion of revenue recognition and the impact of the new revenue recognition guidance provided by ASC 606, which we adopted usingthe modified retrospective method as of January 1, 2018, please refer to Note 1 to our accompanying audited consolidated financial statements.52Table of ContentsAccounts Receivable AllowanceOur estimate of allowance for doubtful accounts related to trade receivables is primarily based on specific and historical criteria. We evaluate specificaccounts where we have information that the customer may have an inability to meet its financial obligations. We make judgments, based on facts andcircumstances, regarding the need to record a specific reserve for that customer against amounts owed to reduce the receivable to the amount that we expectto collect. We also provide for a reserve based on an aging analysis of our accounts receivable. We evaluate these reserves on a monthly basis and adjust themas we receive additional information that impacts the amount reserved. If circumstances change, we could change our estimates of the recoverability ofamounts owed to us by a material amount. Our bad debt expense decreased by $0.2 million in 2017 from 2016, driven by improved collections efforts.We wrote off $1.3 million, $0.9 million, and $0.5 million of our accounts receivable in 2017, 2016, and 2015, respectively. These write-offs weredriven largely by the financial deterioration of several airtime and lease customers as well as several mobile connectivity product distributors and eLearningcustomers.InventoriesInventory is valued at the lower of cost or net realizable value. We generally must order components for our products and build inventory in advanceof product shipments. We regularly review current quantities on hand, actual and projected sales volumes and anticipated selling prices on products and writedown, as appropriate, slow-moving and/or obsolete inventory to its net realizable value. In 2017 we wrote off an immaterial balance and in 2016 and 2015,we wrote off $0.2 million and $0.3 million of inventory, respectively, that was previously deemed excess or obsolete inventory and whose carrying valueshad previously been reduced to zero. However, if we overestimate projected sales or anticipated selling prices, our inventory might be overstocked orovervalued, and we would have to reduce our inventory valuation accordingly.Accounting for Income TaxesWe are subject to income taxes in the U.S. and in numerous foreign jurisdictions. The Company accounts for income taxes following ASC 740,Accounting for Income Taxes, recognizing deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between book andtax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of a deferredtax asset will not be realized.As part of the process of preparing our financial statements, we are required to estimate our provision for income taxes in each of the jurisdictions inwhich we operate. This involves estimating our actual current tax exposure, including assessing the risks associated with tax audits, together with assessingtemporary differences resulting from the different treatment of items for tax and accounting purposes. These differences result in deferred tax assets andliabilities. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and record a valuation allowance to reduce thedeferred tax assets to an amount that, in our judgment, is more likely than not to be recovered.Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowancerecorded against our deferred tax assets. The valuation allowance is based on our estimates of future taxable income and the period over which we expect thedeferred tax assets to be recovered. Our assessment of future taxable income is based on historical experience and current and anticipated market andeconomic conditions and trends. In the event that actual results differ from these estimates or we adjust our estimates in the future, we may need to adjust ourvaluation allowance, which could materially impact our consolidated financial position and results of operations. In 2016, as a result of negative evidence,principally three years of cumulative pre-tax operating losses, we concluded that it was more likely than not that certain of our deferred tax assets were notrealizable and therefore, recorded a full valuation allowance against those deferred tax assets. As of December 31, 2017, we concluded that a net increase ofthe valuation allowance of $4.4 million was appropriate. As of December 31, 2017, we had valuation allowances of $16.0 million to offset gross deferred taxassets of $17.8 million.We record benefits for uncertain tax positions based on an assessment of whether it is more likely than not that the tax positions will be sustained bythe taxing authorities. If this threshold is not met, no tax benefit of the uncertain position is recognized. The tax benefit to be recognized of any tax positionthat meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution ofthe contingency. We recognize interest and penalties within the income tax expense line in the accompanying consolidated statements of operations. Accrued interestand penalties are included within the related tax liability line in the consolidated balance sheets.53Table of ContentsTax ReformThe 2017 Tax Cut and Jobs Act (the "Tax Act") has resulted in significant changes to the U.S. corporate income tax system. These changes include afederal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibilityof interest expense and executive compensation. The 2017 Tax Act also transitions international taxation from a worldwide system to a modified territorialsystem and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries toU.S. taxation as GILTI. These changes are effective beginning in 2018.The 2017 Tax Act also includes the Transition Toll Tax, which is a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries'previously untaxed foreign earnings.Changes in tax rates and tax laws are accounted for in the period of enactment. Therefore, during the year ended December 31, 2017, we recorded areduction in our deferred tax assets and corresponding valuation allowance of $1.7 million and a net tax benefit of $0.1 million related to our estimate of theprovision of the 2017 Tax Act. Included in $1.7 million reduction in our deferred tax assets and corresponding valuation allowance, is $0.8 million related tothe Transition Toll Tax.We do not expect the 2017 Tax Act to have a significant impact on our effective tax rate in 2017 or 2018 due to the full valuation reserve recorded onU.S. deferred tax assets.The Securities and Exchange Commission released Staff Accounting Bulletin (SAB) No. 118 to provide guidance to companies on how to implementthe accounting and disclosure changes as a result of the Tax Act. The SEC staff guidance has recognized that, due to the complexity and timing of the releaseof the Tax Act, the accounting for this change in the law may be incomplete upon issuance of a company's financial statements for the reporting period inwhich the Tax Act was enacted. SAB No. 118 states that if a company can determine a reasonable estimate for the effects of the Tax Act then this estimate canbe included in the financial statements. We have made a preliminary estimate of the Transition Toll Tax and the remeasurement of our deferred tax assets andliabilities as of December 31, 2017. The preliminary estimate is subject to change as we finalize our analysis and as interpretations of the provisions of the2017 Tax Act continue to develop. The final determination of the Transition Toll Tax and the remeasurement of our deferred tax assets and liabilities will becompleted as additional information becomes available, but no later than one year from the enactment of the 2017 Tax Act. U.S. Treasury regulations,administrative interpretations or court decisions interpreting the 2017 Tax Act may require further adjustments and changes in our estimates, which couldhave a material adverse effect on our business, results of operations, financial position and cash flows.Warranty ProvisionWe typically offer standard limited warranties that range from one to two years and vary by product. We provide for the estimated cost of productwarranties at the time product revenue is recognized. Factors that affect our warranty reserves include the number of units sold, historical and anticipated ratesof warranty repairs and the cost per repair. While we engage in extensive product quality programs and processes, including actively monitoring andevaluating the quality of our component suppliers, our estimated warranty obligation is affected by ongoing product failure rates, specific product classfailures outside our baseline experience, material usage and service delivery costs incurred in correcting a product failure. If actual product failure rates,material usage or service delivery costs differ from our estimates, revisions to the estimated warranty liability would be required. For example, our warrantyexpense decreased $0.7 million in 2017 from 2016, driven primarily by a decrease in warranty expenses related to our mobile connectivity products.Assumptions and historical warranty experience are evaluated to determine the appropriateness of such assumptions. We assess the adequacy of thewarranty provision on a quarterly basis and we adjust this provision when necessary.Stock-Based CompensationOur stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisiteservice period, which is generally the vesting period.We use the Black-Scholes valuation model for estimating the fair value on the date of grant of compensatory stock options. Determining the fair valueof stock option awards at the grant date requires judgment regarding certain valuation assumptions, including the volatility of our stock price, expected termof the option, risk-free interest rate and expected dividends. Changes in these assumptions and estimates could result in different fair values and couldtherefore impact our earnings. These changes would not impact our cash flows. The fair value of restricted stock awards is based upon our stock price on thegrant date.54Table of ContentsThe amount of stock-based compensation expense recorded in any period for unvested awards requires estimates of the amount of stock-based awardsthat are expected to be forfeited prior to vesting. As of January 1, 2017, we adopted ASC Update No. 2016-09, Compensation-Stock Compensation (Topic718): Improvements to Employee Share-Based Payment Accounting. As a result of this adoption, commencing on January 1, 2017 prospectively, we haveelected to account for forfeitures as they occur which could result in a significant reversal of previously recognized stock-based compensation expense.Compensation costs for awards subject only to service conditions that vest ratably are recognized on a straight-line basis over the requisite serviceperiod for the entire award. We have no awards that are subject to performance or market conditions as of December 31, 2017.Goodwill, Intangible Assets, and other Long-Lived AssetsASC Topic 350, Intangibles—Goodwill and Other (ASC 350) requires the completion of a goodwill impairment test at least annually. Historically, thisgoodwill impairment test was comprised of a two-step process. In January 2017, the FASB issued ASC Update No. 2017-04, Intangibles—Goodwill and Other(Topic 350): Simplifying the Test of Goodwill Impairment. This ASC simplified the accounting for goodwill impairment for all entities by requiringimpairment charges to be based on the first step of the goodwill impairment test under ASC 350. Under previous guidance, if the fair value of a reporting unitis lower than its carrying amount (Step 1), an entity would calculate any impairment charge by comparing the implied fair value of goodwill with its carryingamount (Step 2). The implied fair value of goodwill was calculated by deducting the fair value of all assets and liabilities of the reporting unit from thereporting unit’s fair value as determined in Step 1. To determine the implied fair value of goodwill, entities would estimate the fair value of any unrecognizedintangible assets (including in-process research and development) and any corporate level assets or liabilities that were included in the determination of thecarrying amount and fair value of the reporting unit in Step1. Under this new guidance if a reporting unit's carrying value exceeds its fair value, an entity willrecord an impairment charge based on that difference with such impairment charge limited to the amount of goodwill in the reporting unit. This ASC does notchange the guidance on completing Step 1 of the goodwill impairment test. An entity will still be able to perform the existing optional qualitative goodwillimpairment assessment before determining whether to proceed to Step 1. This ASC will be applied prospectively and is effective for annual and interimimpairment tests performed in periods beginning after December 15, 2019 for public business enterprises. Early adoption is permitted for annual and interimgoodwill impairment testing dates after January 1, 2017. We have elected to early adopt this ASC as of January 1, 2017. The adoption of this ASC had noimpact on our consolidated statements of operations, financial condition or cash flows. We have historically performed our annual goodwill impairment test as of August 31st. During the three months ended December 31, 2017, wechanged our annual impairment assessment date from August 31st to October 1st to better align the timing of the test date with our annual budgeting cycle.We do not consider the change in the annual goodwill impairment testing date to be a material change to our method of applying an accounting principle. Inconnection with the change in the date of our annual goodwill impairment test, we performed a goodwill impairment test as of both August 31, 2017 andOctober 1, 2017, and concluded that the fair value of our reporting units exceeded their carrying value. To date, we have not had recorded or incurredgoodwill impairment losses. For the August 31, 2017 test, we utilized an income approach and market approaches to estimate the fair value of our reportingunits. We believe that the assumptions we used to estimate the fair value of our reporting units were reasonable. As an additional corroborative test of thereasonableness of those assumptions, we completed a reconciliation of our market capitalization and overall enterprise value to the fair value of all of ourreporting units as of August 31, 2017. We note that, as of August 31, 2017, the fair value of all of our reporting units exceeded their carrying values by morethan 10%. A negative trend of operating results or material changes to forecasted operating results could result in the requirement for additional interimgoodwill impairment tests and the potential of a future goodwill impairment charge, which could be material. For the October 1, 2017 test, we performed aqualitative assessment over goodwill impairment concluding it was more-likely-than-not that our reporting units fair value exceeded their carrying value. Accordingly, it was not necessary for us to perform the full Step 1 quantitative analysis. Intangible assets with estimated lives and other long-lived assets are reviewed for impairment when events or changes in circumstances indicate thatthe carrying amount of an asset may not be recoverable. Recoverability of intangible assets with estimated lives and other long-lived assets is measured by acomparison of the carrying amount of an asset or asset group to future net undiscounted cash flows expected to be generated by the asset or asset group. Ifthese comparisons indicate that an asset is not recoverable, we will recognize an impairment loss for the amount by which the carrying value of the asset orasset group exceeds the related estimated fair value. Estimated fair value is based on either discounted future operating cash flows or appraised values,depending on the nature of the asset. During 2017, there were no events or changes in circumstances that indicated that any of the carrying amounts of ourintangible assets or other long-lived assets may not be recoverable. See Note 9 for further discussion of goodwill and intangible assets.55Table of ContentsContingenciesWe are subject to ongoing business risks arising in the ordinary course of business. See Item 3. Legal Proceedings, for more information regardinglitigation matters. An estimated loss contingency is accrued when it is probable that a liability has been incurred or an asset has been impaired and theamount of loss can be reasonably estimated. We regularly evaluate current information available to determine whether such amounts should be adjusted andrecord changes in estimates in the period they become known. We reserve for legal contingencies and legal fees when the amounts are probable andreasonably estimable. During 2016, we had settled a legal claim for a cash payment by us. The cash payment was included in accrued other in ourconsolidated balance sheet at December 31, 2015. The cash payment was made in January 2016.Liquidity and Capital ResourcesOur primary liquidity needs are to fund general business requirements, including working capital requirements, capital expenditures, interestpayments, and debt repayments. In recent years, we have funded our operations primarily from cash flows from operations, bank financings, and proceedsreceived from exercises of stock options.We believe that our cash and cash equivalents as of December 31, 2017, our estimated cash flows from operations, and borrowings available under ourcredit agreement will be sufficient to fund our operations, anticipated capital expenditures, and debt repayment obligations through at least the next twelvemonths based on our current operating plans. However, as the need or opportunity arises, we may seek to raise additional capital through public or privatesales of securities or through additional debt financing. There are no assurances that we will be able to obtain any additional funding or that such fundingwill be available on terms acceptable to us.We believe that our primary long-term capital requirements relate to servicing and repaying our indebtedness and our satellite service capacity andequipment lease obligations. At December 31, 2017, we had outstanding debt obligations with a principal balance of $47.1 million and had outstanding non-cancellable satellite service capacity and other lease obligations with future minimum payments of $26.8 million.Our ability to make payments on our indebtedness and satellite service capacity and equipment lease obligations, as well as our ability to fundplanned capital expenditures, will depend on our ability to generate cash in the future. Our ability to generate cash in the future will depend upon, amongother things, the performance of our operating segments and general economic, financial, competitive, legislative, regulatory and other factors that arebeyond our control.As of December 31, 2017, we had $42.9 million in cash, cash equivalents, and marketable securities, of which $18.4 million in cash equivalents wereheld in local currencies by our foreign subsidiaries. There were no marketable securities held by our foreign subsidiaries as of December 31, 2017. As ofDecember 31, 2017, we had $54.4 million in working capital.Operating ActivitiesNet cash provided by operations for 2017 was $11.5 million as compared to $18.7 million for 2016. The $7.2 million decrease is primarily due to a$8.0 decrease in cash inflows related to accounts receivable, a $6.9 million net decrease in non-cash items, a $3.5 million increase in net loss, a $2.8 millionincrease in cash outflows related to inventory, and a $1.6 million decrease in cash inflows related to deferred revenue. Partially offsetting the increase in cashoutflows were a $7.5 million decrease in cash outflows related to accounts payable, a $4.5 million decrease in cash outflows related to accrued expenses, a$1.7 million decrease in cash outflows related to other non-current assets, a $1.4 million decrease in cash outflows related to prepaid expenses and otherassets, and a $0.6 million decrease in cash outflows related to other long term liabilities.Net cash provided by operations for 2016 was $18.7 million as compared to $8.4 million for 2015. The $10.3 million increase is primarily due to a$16.5 million increase in cash inflows related to accounts receivable, a $4.6 million decrease in cash outflows related to inventory, a $3.5 million net increasein non-cash items, a $3.1 million increase in cash inflows related to deferred revenue, a $2.6 million decrease in cash outflows related to accounts payable,and a $1.2 million decrease in cash outflows related to prepaid expenses and other assets. Partially offsetting the increase in cash inflows were a $9.8 millionshift from net income to net loss, a $6.7 million increase in cash outflows related to accrued expenses, a $3.9 million increase in cash outflows related to othernon-current assets, and a $0.8 million increase in cash outflows related to other long term liabilities.56Table of ContentsInvesting ActivitiesNet cash provided by investing activities for 2017 was $4.5 million as compared to net cash used in investing activities of $8.7 million for 2016. The$13.2 million increase was principally the result of a $20.5 million decrease in net investments in available-for-sale marketable securities, which was partiallyoffset by a $7.2 million increase in capital expenditures. The change in investing activities was primarily due to an increase in capital expenditures for keystrategic initiatives, additional principal repayment on our Term Note, extinguishment of our Equipment Loan, and to fund current year operations.Net cash used in investing activities for 2016 was $8.7 million as compared $3.8 million for 2015. The $4.9 million increase in cash used in investingactivities was principally driven by an increase in available-for-sale marketable securities purchases of $1.9 million and a decrease in available-for-salemarketable securities maturities or sales of $3.1 million, resulting in an overall increase in available-for-sale marketable securities held as of December 31,2016. The net cash used in investing activities of $8.7 million for 2016 was principally comprised of $5.6 million of capital expenditures and a net increasein available-for-sale marketable securities held of $3.1 million.Financing ActivitiesNet cash used in financing activities for 2017 was $9.7 million as compared to $4.4 million for 2016. The $5.3 million increase in net cash used infinancing activities is primarily attributable to a $4.1 million increase in repayments of our term loan in 2017 that we undertook in connection with theacquisition of Videotel in July 2014, a $0.9 million decrease in proceeds from the exercise of stock options and the purchase of shares under our employeestock purchase plan, a $0.3 million increase in repayments of long-term debt under our credit agreement and a $0.1 million increase in payments of employeerestricted stock withholdings.Net cash used in financing activities for 2016 was $4.4 million as compared to $6.3 million for 2015. Net cash used in financing activities primarilyconsists of repayments of our term loan we undertook in connection with the acquisition of Videotel in July 2014 and other long-term debt as well as thepayment of employee withholdings on stock-based awards. Proceeds from stock purchases under our equity incentive plans increased by $2.2 million from2015 to 2016.Borrowing ArrangementsPrincipal Credit FacilityAs of December 31, 2017, there was $44.3 million in aggregate principal amount outstanding under our principal credit facility. On July 1, 2014, weentered into a five-year senior credit agreement with Bank of America, N.A., as administrative agent, and the lenders named from time to time as partiesthereto, for an aggregate amount of up to $80.0 million, including a revolving credit facility of up to $15.0 million and a term loan of $65.0 million to beused for general corporate purposes, including both the refinancing of the $30.0 million of indebtedness then outstanding under our former credit facility andpermitted acquisitions. The credit agreement was most recently amended in March 2017, to modify the Maximum Consolidated Leverage Ratio, theApplicable Rate, the Consolidated Fixed Charge Coverage Ratio (each as defined in the credit agreement) and the amortization schedule of the term loan, aswell as to make certain other changes.In connection with the March 2017 amendment, we made an additional principal repayment of $6.0 million on the term loan and amended therepayment terms. Under the amended terms, we must make principal repayments of $575,000 every three months starting on April 1, 2017 until the loanmatures on July 1, 2019. On the maturity date, the entire remaining principal balance of the loan, including any future loans under the revolver, is due andpayable, together with all accrued and unpaid interest, penalties, and any other amounts due and payable under the credit agreement. The credit agreementcontains provisions requiring the mandatory prepayment of amounts outstanding under the term loan and the revolver under specified circumstances,including (i) 100% of the net cash proceeds from certain dispositions to the extent not reinvested in our business within a stated period, (ii) 50% of the netcash proceeds from stated equity issuances and (iii) 100% of the net cash proceeds from certain receipts of more than $250,000 outside the ordinary course ofbusiness. The prepayments are first applied to the term loan, in inverse order of maturity, and then to the revolver. In the discretion of the administrativeagent, certain mandatory prepayments made on the revolver can permanently reduce the amount of credit available under the revolver.57Table of ContentsLoans under the credit agreement bear interest at varying rates determined in accordance with the credit agreement. Each LIBOR Rate Loan, as definedin the credit agreement, bears interest on the outstanding principal amount thereof for each interest period from the applicable borrowing date at a rate perannum equal to the LIBOR Daily Floating Rate or LIBOR Monthly Floating Rate, each as defined in the credit agreement, as applicable, plus the ApplicableRate, as defined in the credit agreement, and each Base Rate Loan, as defined in the credit agreement, bears interest on the outstanding principal amountthereof from the applicable borrowing date at a rate per annum equal to the Base Rate, as defined in the credit agreement, plus the Applicable Rate. TheApplicable Rate ranges from 1.75% to 2.25%, depending on our Consolidated Leverage Ratio, as defined in the credit agreement. The highest ApplicableRate applies when the Consolidated Leverage Ratio exceeds 1.50:1.00. Upon certain defaults, including failure to make payments when due, interestbecomes payable at a higher default rate.Borrowings under the revolver are subject to the satisfaction of numerous conditions precedent at the time of each borrowing, including the continuedaccuracy of our representations and warranties and the absence of any default under the credit agreement. As of December 31, 2017, there were no borrowingsoutstanding under the revolver, and the full balance of $15.0 million was available for borrowing.The credit agreement contains two financial covenants, a Maximum Consolidated Leverage Ratio and a Minimum Consolidated Fixed ChargeCoverage Ratio, each as defined in the credit agreement. The Maximum Consolidated Leverage Ratio may not be greater than 1.50:1.00. The MinimumConsolidated Fixed Charge Coverage Ratio may not be less than 1.25:1.00. In the March 2017 amendment, the definition of the Consolidated Fixed ChargeCoverage Ratio was amended to include only maintenance capital expenditures, as defined. We were in compliance with these financial ratio debt covenantsas of December 31, 2017.The credit agreement imposes certain other affirmative and negative covenants, including without limitation covenants with respect to the payment oftaxes and other obligations, compliance with laws, entry into material contracts, creation of liens, incurrence of indebtedness, investments, dispositions,fundamental changes, restricted payments, changes in the nature of our business, transactions with affiliates, corporate and accounting changes, and sale andleaseback arrangements.Our obligation to repay loans under the credit agreement could be accelerated upon a default or event of default under the terms of the creditagreement, including certain failures to pay principal or interest when due, certain breaches of representations and warranties, the failure to comply with ouraffirmative and negative covenants under the credit agreement, a change of control, certain defaults in payment relating to other indebtedness, theacceleration of payment of certain other indebtedness, certain events relating to our liquidation, dissolution, bankruptcy, insolvency or receivership, theentry of certain judgments against us, certain events relating to the impairment of collateral or the lenders’ security interest therein, and any other materialadverse change with respect to us.Mortgage LoanWe have a $4.0 million mortgage loan related to our headquarters facility in Middletown, Rhode Island. The loan term is ten years, with a principalamortization of 20 years. The interest rate is based on the BBA LIBOR Rate (as defined in the loan agreement) plus 2.00 percentage points. The mortgageloan is secured by the underlying property and improvements. The monthly mortgage payment is approximately $14,000, plus interest, and increases inincrements of approximately $1,000 each year over the life of the mortgage. Due to the difference in the term of the loan and amortization of the principal, aballoon payment of $2.6 million is due in April 2019. The loan contains one financial covenant, a Fixed Charge Coverage Ratio, which applies in the eventthat our consolidated cash, cash equivalents, and marketable securities balance falls below $25.0 million at any time. As our consolidated cash, cashequivalents, and marketable securities balance was above the minimum threshold throughout 2017, the Fixed Charge Coverage Ratio did not apply.Under the mortgage loan, we may prepay our outstanding loan balance subject to certain early termination charge. If we were to default on themortgage loan, the underlying property and improvements would be used as collateral. In 2010, we entered into two interest rate swap agreements that areintended to hedge our mortgage interest obligations over the term of the mortgage loan by fixing the interest rates specified in the mortgage loan to 5.91%for half of the principal amount outstanding as of April 1, 2010 and 6.07% for the remaining half.58Table of ContentsOther MattersWe intend to continue to invest in the mini-VSAT Broadband network on a global basis. As part of the future potential capacity expansion, we wouldplan to seek to acquire additional satellite capacity from satellite operators, expend funds to seek regulatory approvals and permits, develop productenhancements in anticipation of the expansion, and hire additional personnel. For example, in December 2011, we entered into a five-year agreement to leasesatellite capacity from a satellite operator, effective February 1, 2012, and in 2012 we also purchased three satellite hubs to support this added capacity. Thetotal cost of the five-year satellite capacity agreement, the satellite hubs, and teleport services was $12.2 million, including $2.7 million for the hubs. InJanuary 2013, we borrowed $4.7 million from a bank and pledged as collateral six satellite hubs and related equipment, including the three hubs purchasedin 2012. The term of the equipment loan was five years, and the loan bore interest at a fixed rate of 2.76% per annum. In March 2017, we repaid in full thecurrent balance of the loan in advance of the January 30, 2018 original maturity date. In December 2013, we borrowed $1.2 million from a bank and pledgedas collateral one satellite hub and related equipment. The term of the equipment loan was five years, and the loan bore interest at a fixed rate of 3.08% perannum. In March 2017, we repaid in full the current balance of the loan in advance of the December 30, 2018 original maturity date.On November 26, 2008, our Board of Directors authorized a program to repurchase up to one million shares of our common stock. The share repurchaseprogram is funded using our existing cash, cash equivalents, marketable securities and future cash flows. As of December 31, 2017, 341,009 shares of ourcommon stock remain available for repurchase under the program. We did not purchase any shares of our common stock in 2017.Contractual Obligations and Other Commercial CommitmentsAs of December 31, 2017, our material contractual commitments consisted of satellite service capacity, near-term purchase commitments, term notespayable, a mortgage note payable, equipment notes payable, and equipment and facility leases. Our purchase commitments include unconditional purchaseorders for inventory, manufacturing materials and fixed assets extending out over various periods throughout 2018. We are also obligated under satelliteservice capacity leases and multi-year facility leases that terminate at various times between 2018 and 2023.The following table summarizes our obligations under these commitments, excluding interest, at December 31, 2017: Payment Due by PeriodContractual Obligations Total Less than1 Year 1-3 Years 3-5 Years More than5 Years (in thousands)Term notes payable $44,275 $2,300 $41,975 $— $—Satellite service capacity and related equipment leaseobligations 24,974 13,008 10,436 1,530 —Inventory, materials, and fixed asset purchase commitments 13,583 13,583 — — —Mortgage notes payable 2,779 182 2,597 — —Facility lease obligations 1,790 674 968 148 —Total $87,401 $29,747 $55,976 $1,678 $—The above table does not include our obligations related to certain interest rate swap derivative financial instruments that we entered into in April2010 to reduce the volatility of cash flows that arise from change in interest rates in order to hedge our mortgage loan related to our corporate headquarters byfixing the interest rates specified in the mortgage loan to 5.9% for 50% of the principal outstanding and 6.1% for the remaining principal outstanding. Thesederivative financial instruments mature on April 1, 2019 and as of December 31, 2017, we had a liability of $0.1 million recorded related to the fair value ofthese derivative financial instruments.The above table also does not reflect our liabilities associated with uncertain tax positions recorded under FIN 48 (codified primarily in ASC740, Income Taxes) totaling $1.6 million. Due to the complexity associated with tax uncertainties, we cannot reasonably make a reliable estimate of theperiod in which we expect to settle these liabilities. See Note 8 to our consolidated financial statements contained in Item 15 of this Annual Report for moreinformation on our unrecognized tax benefits.We did not have any other off-balance sheet commitments, guarantees, or standby repurchase obligations as of December 31, 2017.59Table of ContentsRecently Issued Accounting PronouncementsSee Note 1 of our accompanying audited consolidated financial statements for a description of recently issued accounting pronouncements includingthe dates of adoption and effects on our results of operations, financial position and disclosures.ITEM 7A.Quantitative and Qualitative Disclosure About Market RiskOur primary market risk exposures are interest rate risk and foreign currency exchange rate risk.We are exposed to changes in interest rates because we finance certain operations through fixed and variable rate debt instruments.We had $44.3 million in borrowings outstanding at December 31, 2017, at an interest rate equal to the LIBOR Daily Floating Rate plus 1.50% underour variable-rate credit facility. For more information regarding our credit facility, see Item 7. Management’s Discussion and Analysis of Financial Conditionand Results of Operations - Borrowing Arrangements. A hypothetical 10% increase or decrease in interest rates would have an approximately $0.1 millionimpact on our annual interest expense, based on the $44.3 million outstanding at December 31, 2017 with an interest rate of 3.32%.As discussed in Note 15 to the audited consolidated financial statements, effective April 1, 2010, in order to reduce the volatility of cash outflows thatarise from changes in interest rates, we entered into two interest rate swap agreements. These interest rate swap agreements are intended to hedge our mortgageloan related to our headquarters facility in Middletown, Rhode Island by fixing the interest rates specified in the mortgage loan to 5.9% for half of theprincipal amount outstanding and 6.1% for the remaining half of the principal amount outstanding as of April 1, 2010 until the mortgage loan expires onApril 16, 2019.We are exposed to currency exchange rate fluctuations related to our subsidiary operations in the United Kingdom, Denmark, Norway, Brazil,Singapore, Hong Kong, Cyprus, Japan, Belgium, and the Netherlands. Certain transactions in these locations are made in the local currency, yet are reportedin the U.S. dollar, the functional currency. For foreign currency exposures existing at December 31, 2017, a 10% unfavorable movement in the foreignexchange rates for our subsidiary locations would not expose us to material losses in earnings or cash flows.In the past, we purchased foreign currency forward contracts. These forward contracts were intended to offset the impact of exchange rate fluctuationson cash flows of our foreign subsidiaries. Foreign exchange contracts are accounted for as cash flow hedges and are recorded on the balance sheet at fair valueuntil executed. Changes in the fair value are recognized in earnings. We did not enter into any such contracts during 2015, 2016, or 2017. We do notcurrently anticipate that we will enter into new agreements to replace the settled contracts.The primary objective of our investment activities is to preserve principal and maintain liquidity, while at the same time maximizing income. We havenot entered into any instruments for trading purposes. Some of the securities that we invest in may have market risk. To minimize this risk, we maintain ourportfolio of cash equivalents and short-term investments in a variety of securities that can include United States treasuries, certificates of deposit, investmentgrade asset-backed corporate securities, money market mutual funds, municipal bonds, and government agency and non-government debt securities. As ofDecember 31, 2017, a hypothetical 100 basis-point increase in interest rates would have resulted in an immaterial decrease in the fair value of ourinvestments that had maturities of greater than one year. Due to the conservative nature of our investments and the relatively short duration of theirmaturities, we believe this interest rate risk is substantially mitigated. As of December 31, 2017, all of the $8.3 million classified as available-for-salemarketable securities will mature or reset within one year. Accordingly, long-term interest rate risk is not considered material for our investment activities. Wedid not invest in any financial instruments denominated in foreign currencies as of December 31, 2017.ITEM 8.Financial Statements and Supplementary DataOur consolidated financial statements and supplementary data, together with the reports of Grant Thornton LLP, our independent registered publicaccounting firm, are included in Part IV of this annual report.ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.60Table of ContentsITEM 9A.Controls and ProceduresEvaluation of Disclosure Controls and ProceduresWe maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended,or the Exchange Act, which are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act isrecorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that suchinformation is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate toallow timely decisions regarding required disclosure.Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated theeffectiveness of our disclosure controls and procedures as of December 31, 2017, the end of the period covered by this annual report. Based on thatevaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31,2017.Management's Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financialreporting is the process designed by and under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assuranceregarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accountingprinciples generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reportingusing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework(2013).Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has assessed theeffectiveness of our internal control over financial reporting as of December 31, 2017 and concluded that it was effective.Our independent registered public accounting firm, Grant Thornton LLP, has issued a report regarding the effectiveness of our internal control overfinancial reporting as of December 31, 2017, and that report is included in Item 9A in this annual report.Evaluation of Changes in Internal Control over Financial ReportingUnder the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated changes inour internal control over financial reporting that occurred during the fourth quarter of 2017. Based on that evaluation, our Chief Executive Officer and ChiefFinancial Officer did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materiallyaffect, our internal control over financial reporting.Important ConsiderationsThe effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations,including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, thepossibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controlsmay become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting willbe successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.61Table of ContentsReport of Independent Registered Public Accounting FirmBoard of Directors and StockholdersKVH Industries, Inc.Opinion on internal control over financial reportingWe have audited the internal control over financial reporting of KVH Industries, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as ofDecember 31, 2017, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizationsof the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reportingas of December 31, 2017, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidatedfinancial statements of the Company as of and for the year ended December 31, 2017, and our report dated March 2, 2018 expressed an unqualified opinionon those financial statements.Basis for opinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining anunderstanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. Webelieve that our audit provides a reasonable basis for our opinion.Definition and limitations of internal control over financial reportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate./s/ GRANT THORNTON LLP Boston, MassachusettsMarch 2, 2018ITEM 9B.Other Information None.62Table of ContentsPART IIIWe have omitted the information required in Part III of this annual report because we intend to include that information in our definitive proxystatement for our 2018 annual meeting of stockholders, which we expect to file before 120 days after the end of fiscal 2017. We incorporate the informationrequired in Part III of this annual report by reference to our 2018 proxy statement.ITEM 10.Directors, Executive Officers and Corporate GovernanceExcept as set forth below, the information required by this item is incorporated by reference to our 2018 proxy statement.Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to our directors, executive officers and employees. Our Codeof Business Conduct and Ethics can be found on our website, which is located at www.kvh.com. We intend to make all required disclosures concerning anyamendments to or waivers from, our Code of Business Conduct and Ethics on our website. Any person may request a copy of the Code of Business Conductand Ethics, at no cost, by writing to us at the following address: KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island, 02842, Attention:Investor Relations.ITEM 11.Executive CompensationThe information required by this item is incorporated by reference to our 2018 proxy statement.ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information required by this item is incorporated by reference to our 2018 proxy statement.ITEM 13.Certain Relationships and Related Transactions and Director IndependenceThe information required by this item is incorporated by reference to our 2018 proxy statement.ITEM 14.Principal Accountant Fees and ServicesThe information required by this item is incorporated by reference to our 2018 proxy statement.63Table of ContentsPART IVITEM 15.Exhibits and Financial Statement Schedules Page(a)1.Financial Statements Report of Independent Registered Public Accounting Firm68 Consolidated Balance Sheets as of December 31, 2017 and 201669 Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 201570 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2017, 2016 and 201570 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, 2016, and 201572 Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 201573 Notes to Consolidated Financial Statements74 (a)2.Financial Statement Schedules None. 3.Exhibits Exhibit No. Description Filed withthis Form10-K Incorporated by Reference Form Filing Date Exhibit No.3.1 Amended and Restated Certificate of Incorporation, as amended 10-Q August 6,2010 3.13.2 Amended and Restated Bylaws of KVH Industries, Inc. 8-K April 30, 2014 3.13.3 Amended and Restated Bylaws 10-Q November 1, 2017 3.24.1 Specimen certificate for the common stock X *10.1 Second Amended and Restated 2003 Incentive and NonqualifiedStock Option Plan 10-Q May 6, 2009 10.21*10.2 Fourth Amended and Restated 2006 Stock Incentive Plan DEF 14A April 25, 2013 App. A*10.3 2016 Equity and Incentive Plan DEF 14A April 25, 2016 App. A*10.4 Amended and Restated 1996 Employee Stock Purchase Plan DEF 14A April 25, 2016 App. B*10.5 Form of Incentive Stock Option Agreement granted under the2016 Equity and Incentive Plan 10-K March 9, 2017 10.5*10.6 Form of Non-Statutory Stock Option Agreement granted under the2016 Equity and Incentive Plan 10-K March 9, 2017 10.6*10.7 Form of Restricted Stock Agreement granted under the 2016Equity and Incentive Plan 10-K March 9, 2017 10.7*10.8 Policy Regarding Automatic Grants to Non-Employee Directors 10-Q May 6, 2009 10.2310.9 Loan Agreement dated April 6, 2009 by and among KVHIndustries, Inc., and Bank of America, N.A. 8-K April 8,2009 10.164Table of ContentsExhibit No. Description Filed withthis Form10-K Incorporated by Reference Form Filing Date Exhibit No.10.10 Second Amendment, dated June 9, 2011 by and between KVHIndustries, Inc. and Bank of America, N.A., amending the LoanAgreement, dated April 6, 2009, as amended 8-K June 14,2011 10.210.11 Master Loan and Security Agreement, dated as of January 30, 2013by and between KVH Industries, Inc. and Bank of America Leasing& Capital, LLC 8-K February 5, 2013 10.110.12 Equipment Security Note, dated as of January 30, 2013 by andbetween KVH Industries, Inc. and Bank of America Leasing &Capital, LLC 8-K February 5, 2013 10.210.13 Credit Agreement, dated as of July 1, 2014, by and between Bankof America, N.A., The Washington Trust Company and KVHIndustries, Inc. 8-K July 3, 2014 10.110.14 Term Notes, dated as of July 1, 2014, by and between KVHIndustries, Inc. and each of Bank of America, N.A. and TheWashington Trust Company 8-K July 3, 2014 10.210.15 Revolving Credit Notes, dated as of July 1, 2014, by and betweenKVH Industries, Inc. and each of Bank of America, N.A. and TheWashington Trust Company 8-K July 3, 2014 10.310.16 Security Agreement, dated as of July 1, 2014, by and betweenBank of America, N.A. and KVH Industries, Inc. 8-K July 3, 2014 10.410.17 Pledge Agreements, dated as of July 1, 2014, by and between Bankof America, N.A. and KVH Industries, Inc. with respect to KVHIndustries A/S and KVH Industries U.K. Limited 8-K July 3, 2014 10.510.18 First Amendment to Credit Agreement, dated as of June 15, 2015,by and among Bank of America, N.A., The Washington TrustCompany and KVH Industries, Inc. 10-Q/A August 13, 2015 10.110.19 Second Amendment to Credit Agreement, dated as of September30, 2015, by and among Bank of America, N.A., The WashingtonTrust Company and KVH Industries, Inc. 8-K October 5, 2015 10.110.20 Third Amendment to Credit Agreement, dated as of March 7, 2017,by and among Bank of America, N.A., The Washington TrustCompany and KVH Industries, Inc. 8-K March 9, 2017 10.121.1 List of Subsidiaries X 23.1 Consent of Grant Thornton LLP X 31.1 Rule 13a-14(a)/15d-14(a) certification of principal executiveofficer X 31.2 Rule 13a-14(a)/15d-14(a) certification of principal financial officer X 32.1 Rule 1350 certification X 65Table of Contents101.1 Interactive Data File regarding (a) our Consolidated BalanceSheets as of December 31, 2017 and 2016, (b) our ConsolidatedStatements of Operations for the years ended December 31, 2017,2016, and 2015, (c) our Consolidated Statements ofComprehensive Loss for the years ended December 31, 2017,2016, and 2015, (d) our Consolidated Statements of Stockholders'Equity for the years ended December 31, 2017, 2016, and 2015, (e)our Consolidated Statements of Cash Flows for the years endedDecember 31, 2017, 2016, and 2015 and (e) the Notes to suchConsolidated Financial Statements X *Management contract or compensatory plan. 66Table of ContentsITEM 16.Form 10-K SummaryNone.SIGNATURESPursuant 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 besigned on its behalf by the undersigned, thereunto duly authorized. KVH Industries, Inc. Date: March 2, 2018By:/S/ MARTIN A. KITS VAN HEYNINGEN Martin A. Kits van HeyningenPresident, Chief Executive Officer and Chairman of the BoardPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities andon the dates indicated.Name Title Date /S/ MARTIN A. KITS VAN HEYNINGEN President, Chief Executive Officer and Chairman of the Board (PrincipalExecutive Officer) March 2, 2018Martin A. Kits van Heyningen /S/ DONALD W. REILLY Chief Financial Officer (Principal Financial Officer) March 2, 2018Donald W. Reilly /S/ JENNIFER L. BAKER Chief Accounting Officer and Corporate Controller(Principal Accounting Officer) March 2, 2018Jennifer L. Baker /S/ MARK S. AIN Director March 2, 2018Mark S. Ain /S/ JAMES S. DODEZ Director March 2, 2018James S. Dodez /S/ STANLEY K. HONEY Director March 2, 2018Stanley K. Honey /S/ BRUCE J. RYAN Director March 2, 2018Bruce J. Ryan /S/ CHARLES R. TRIMBLE Director March 2, 2018Charles R. Trimble 67Table of ContentsReport of Independent Registered Public Accounting FirmBoard of Directors and StockholdersKVH Industries, Inc.Opinion on the financial statementsWe have audited the accompanying consolidated balance sheets of KVH Industries, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as ofDecember 31, 2017 and 2016, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of thethree years in the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financialstatements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operationsand its cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in theUnited States of America.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’sinternal control over financial reporting as of December 31, 2017, based on criteria established in the 2013 Internal Control-Integrated Framework issued bythe Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 2, 2018 expressed an unqualified opinion.Basis for opinionThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing proceduresto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that our audits provide a reasonable basis for our opinion./s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2014. Boston, MassachusettsMarch 2, 201868Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(in thousands, except share and per share data) December 31, 2017 2016ASSETS Current assets: Cash and cash equivalents$34,596 $26,422Marketable securities8,319 25,712Accounts receivable, net of allowance for doubtful accounts of $2,852 and $3,477 as of December 31, 2017 &December 31, 2016, respectively28,316 31,152Inventories22,732 20,745Prepaid expenses and other current assets3,816 4,801Total current assets97,779 108,832Property and equipment, less accumulated depreciation of $51,099 and $45,766 as of December 31, 2017 &December 31, 2016, respectively43,521 36,586Intangible assets, less accumulated amortization of $20,656 and $16,344 as of December 31, 2017 & December 31,2016, respectively15,120 17,838Goodwill33,872 31,343Other non-current assets5,927 5,134Non-current deferred income tax asset20 24Total assets$196,239 $199,757LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable$15,736 $8,436Accrued compensation and employee-related expenses5,358 4,766Accrued other9,210 8,317Accrued product warranty costs2,074 2,280Deferred revenue6,919 6,661Current portion of long-term debt2,482 7,900Liability for uncertain tax positions1,570 1,283Total current liabilities43,349 39,643Other long-term liabilities19 326Long-term debt, excluding current portion44,572 50,153Non-current deferred income tax liability2,634 3,133Total liabilities$90,574 $93,255Commitments and contingencies (Notes 1, 5, 6, 15 and 16) Stockholders’ equity: Preferred stock, $0.01 par value. Authorized 1,000,000 shares; none issued— —Common stock, $0.01 par value. Authorized 30,000,000 shares, 18,787,816 and18,420,914 shares issued at December 31, 2017 and December 31, 2016, respectively; and 17,128,825 and16,761,923 shares outstanding atDecember 31, 2017 and December 31, 2016, respectively188 184Additional paid-in capital134,361 129,660(Accumulated deficit) retained earnings(4,417) 6,617Accumulated other comprehensive loss(11,317) (16,809) 118,815 119,652Less: treasury stock at cost, common stock, 1,658,991 shares as of December 31, 2017 and December 31, 2016,respectively(13,150) (13,150)Total stockholders’ equity105,665 106,502Total liabilities and stockholders’ equity$196,239 $199,757See accompanying Notes to Consolidated Financial Statements.69Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except per share amounts) Year Ended December 31, 2017 2016 2015Sales: Product$56,968 $73,075 $76,213Service103,120 103,047 108,421Net sales160,088 176,122 184,634Costs and expenses: Costs of product sales37,474 46,334 47,404Costs of service sales52,692 52,966 54,816Research and development15,858 16,030 14,039Sales, marketing and support33,896 33,942 35,714General and administrative28,932 28,172 29,453Total costs and expenses168,852 177,444 181,426(Loss) income from operations(8,764) (1,322) 3,208Interest income659 513 546Interest expense1,467 1,436 1,460Other (expense) income, net(366) 275 372(Loss) income before income tax expense(9,938) (1,970) 2,666Income tax expense1,096 5,547 413Net (loss) income$(11,034) $(7,517) $2,253 Per share information: Net (loss) income per share, basic$(0.67) $(0.47) $0.14Net (loss) income per share, diluted$(0.67) $(0.47) $0.14Number of shares used in per share calculation: Basic16,419 15,834 15,625Diluted16,419 15,834 15,834See accompanying Notes to Consolidated Financial Statements.70Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(in thousands) Year Ended December 31, 2017 2016 2015Net (loss) income$(11,034) $(7,517) $2,253Other comprehensive income (loss), net of tax: Unrealized loss on marketable securities(1) (1) (3)Foreign currency translation adjustment5,404 (9,288) (4,207)Unrealized gain on derivative instruments, net89 80 57Other comprehensive income (loss), net of tax (1)5,492 (9,209) (4,153)Total comprehensive loss$(5,542) $(16,726) $(1,900)(1) Tax impact was nominal for all periods.See accompanying Notes to Consolidated Financial Statements.71Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(in thousands) Common Stock AdditionalPaid-inCapital AccumulatedEarnings AccumulatedOtherComprehensive(Loss) Income Treasury Stock TotalStockholders’Equity Shares Amount Shares AmountBalance at December 31,201417,153 $172 $121,084 $11,881 $(3,447) (1,659) $(13,150) $116,540Net income— — — 2,253 — — — 2,253Other comprehensive loss— — — — (4,153) — — (4,153)Stock-based compensation— — 3,734 — — — — 3,734Issuance of common stockunder employee stockpurchase plan28 — 291 — — — — 291Shares withheld, repurchasedand retired related to minimumstatutory tax withholdingrequirements(27) — (578) — — — — (578)Exercise of stock options andissuance of restricted stockawards, net of forfeitures182 1 88 — — — — 89Balance at December 31,201517,336 $173 $124,619 $14,134 $(7,600) (1,659) $(13,150) $118,176Net loss— — — (7,517) — — — (7,517)Other comprehensive loss— — — — (9,209) — — (9,209)Stock-based compensation— — 3,651 — — — — 3,651Issuance of common stockunder employee stockpurchase plan18 — 146 — — — — 146Shares withheld, repurchasedand retired related to minimumstatutory tax withholdingrequirements(32) — (313) — — — — (313)Excess tax shortfall on share-based awards— — (869) — — — — (869)Exercise of stock options andissuance of restricted stockawards, net of forfeitures1,099 11 2,426 — — — — 2,437Balance at December 31,201618,421 $184 $129,660 $6,617 $(16,809) (1,659) $(13,150) $106,502Net loss— — — (11,034) — — — (11,034)Other comprehensive income— — — — 5,492 — — 5,492Stock-based compensation— — 3,518 — — — — 3,518Issuance of common stockunder employee stockpurchase plan47 — 358 — — — — 358Shares withheld, repurchasedand retired related to minimumstatutory tax withholdingrequirements(43) — (392) — — — — (392)Exercise of stock options andissuance of restricted stockawards, net of forfeitures363 4 1,217 — — — — 1,221Balance at December 31,201718,788 $188 $134,361 $(4,417) $(11,317) (1,659) $(13,150) $105,665See accompanying Notes to Consolidated Financial Statements.72Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands) Year Ended December 31, 2017 2016 2015Cash flows from operating activities: Net (loss) income$(11,034) $(7,517) $2,253Adjustments to reconcile net (loss) income to net cash provided by operating activities: Provision for doubtful accounts674 872 1,337Depreciation and amortization11,037 12,564 12,719Deferred income taxes(756) 2,406 (411)Loss (gain) on disposals of fixed assets27 907 (4)Loss on derivatives instruments— — 57Compensation expense related to stock-based awards and employee stock purchase plan3,518 3,651 3,734Unrealized currency translation (gain) loss(86) 881 391Changes in operating assets and liabilities: Accounts receivable2,701 10,709 (5,803)Inventories(1,978) 806 (3,755)Prepaid expenses and other current assets1,045 (332) (1,576)Other non-current assets(712) (2,378) 1,539Accounts payable6,711 (790) (3,390)Deferred revenue(138) 1,474 (1,643)Accrued expenses834 (3,687) 3,023Other long-term liabilities(316) (867) (74)Net cash provided by operating activities$11,527 $18,699 $8,397Cash flows from investing activities: Capital expenditures(12,788) (5,631) (5,694)Cash paid for acquisition of intangible assets(83) — —Purchases of marketable securities(11,115) (13,173) (11,323)Maturities and sales of marketable securities28,508 10,080 13,217Net cash provided by (used in) investing activities$4,522 $(8,724) $(3,800)Cash flows from financing activities: Repayments of long-term debt(1,649) (1,358) (1,307)Repayments of term note borrowings(9,350) (5,281) (4,876)Proceeds from stock options exercised and employee stock purchase plan1,644 2,583 432Payment of employee restricted stock withholdings(392) (313) (578)Other— (4) —Net cash used in financing activities$(9,747) $(4,373) $(6,329)Effect of exchange rate changes on cash and cash equivalents1,872 (1,899) (838)Net increase (decrease) in cash and cash equivalents8,174 3,703 (2,570)Cash and cash equivalents at beginning of period26,422 22,719 25,289Cash and cash equivalents at end of period$34,596 $26,422 $22,719Supplemental disclosure of cash flow information: Cash paid for interest$1,449 $1,433 $1,467Cash paid for income taxes, net of refunds$972 $3,647 $2,182Changes in accrued liabilities and accounts payable related to fixed asset additions$501 $345 $—Deferred purchase price consideration related to asset acquisition includedin accrued expenses$50 $— $—See accompanying Notes to Consolidated Financial Statements.73Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2017, 2016 and 2015(in thousands, except per share amounts) (1)Summary of Significant Accounting Policies(a)Description of BusinessKVH Industries, Inc. (together with its subsidiaries, the Company or KVH) designs, develops, manufactures and markets mobile connectivity productsand services for the marine and land markets, and inertial navigation products for both the commercial and defense markets. KVH's reporting segments are asfollows:•the mobile connectivity segment and•the inertial navigation segmentKVH’s mobile connectivity products enable customers to receive voice and Internet services, and live digital television via satellite services in marinevessels, recreational vehicles, buses and automobiles. KVH’s CommBox offers a range of tools designed to increase communication efficiency, reduce costs,and manage network operations. KVH sells and leases its mobile connectivity products through an extensive international network of dealers anddistributors. KVH also sells and leases products directly to end users. In the second quarter of 2017, the Company launched a new mini-VSAT Broadbandservice offering, AgilePlans, which is a monthly subscription model providing global connectivity to commercial maritime customers, including hardware,installation, broadband Internet, Voice over Internet Protocol (VoIP), entertainment and training content and global support for a monthly fee with nominimum commitment. KVH offers AgilePlans customers a variety of airtime data plans with varying data speeds and fixed data usage levels with overagecharges per megabyte, which is similar to the plans that the Company offers to its other customers. The Company recognizes the monthly subscription fee asservice revenue over the service delivery period. The Company retains ownership of the hardware that it provides to AgilePlans customers, who must returnthe hardware to KVH if they decide to terminate the service. Because KVH does not sell the hardware under AgilePlans, the Company does not recognize anyproduct revenue when the hardware is deployed to an AgilePlans customer. KVH records the cost of the hardware used by AgilePlans customers as revenue-generating assets and depreciates the cost over an estimated useful life of five years. Since the Company is retaining ownership of the hardware, it does notaccrue any warranty costs for AgilePlans hardware; however, any maintenance costs on the hardware is expensed in the period these costs are incurred.KVH’s mobile connectivity service sales represent primarily sales earned from satellite voice and Internet airtime services. KVH provides, for monthlyfixed and usage fees, satellite connectivity services, including broadband Internet, data and VoIP services, to its TracPhone V-series customers. Mobileconnectivity service sales also include the distribution of commercially licensed entertainment, including news, sports, music, and movies to commercial andleisure customers in the maritime, hotel, and retail markets through KVH Media Group, and the distribution of training films and eLearning computer-basedtraining courses to commercial customers in the maritime market through Super Dragon Limited and Videotel Marine Asia Limited (together referred to asVideotel). KVH also earns monthly usage fees from third-party satellite connectivity services, including voice, data and Internet services, provided to itsInmarsat and Iridium customers who choose to activate their subscriptions with KVH. Mobile connectivity service sales also include engineering servicesprovided under development contracts, sales from product repairs, and extended warranty sales.KVH's inertial navigation products offer precision fiber optic gyro (FOG)-based systems that enable platform and optical stabilization, navigation,pointing and guidance. KVH’s inertial navigation products also include tactical navigation systems that provide uninterrupted access to navigation andpointing information in a variety of military vehicles, including tactical trucks and light armored vehicles. KVH’s inertial navigation products are solddirectly to U.S. and foreign governments and government contractors, as well as through an international network of authorized independent salesrepresentatives. In addition, KVH's inertial navigation technology is used in numerous commercial products, such as navigation and positioning systems forvarious applications including precision mapping, dynamic surveying, autonomous vehicles, train location control and track geometry measurementsystems, industrial robotics and optical stabilization.KVH’s inertial navigation service sales include product repairs, engineering services provided under development contracts and extended warrantysales.74Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)(b)Principles of ConsolidationThe accompanying consolidated financial statements of KVH Industries, Inc. and its wholly owned subsidiaries have been prepared in accordance withaccounting principles generally accepted in the United States of America. All of the operating expenses of the subsidiaries that serve as the Company’sEuropean, Singaporean, Japanese, and Brazilian international distributors are reflected within sales, marketing, and support within the accompanyingconsolidated statements of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company'sadoption of Accounting Standards Codification (ASC) Update No. 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis, onJanuary 1, 2016 did not have an impact on the entities that the Company consolidates, which represent its wholly-owned subsidiaries, and had no impact onthe Company’s consolidated results of operations or financial position. (c)Significant Estimates and Assumptions and Other Significant Non-Recurring TransactionsThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities asof the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. On an on-going basis, the Companyevaluates its significant estimates, including those related to revenue recognition, valuation of accounts receivable, value of inventory, expected future cashflows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets andgoodwill, estimated fair values of long-lived assets, including goodwill, amortization methods and periods, certain accrued expenses and other relatedcharges, stock-based compensation, contingent liabilities, forfeitures and key valuation assumptions for its share-based awards, estimated fulfillment costs forwarranty obligations, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance. There have been no materialchanges to the Company's significant accounting policies, except for ASC Update No. 2016-09, Compensation-Stock Compensation (Topic 718):Improvements to Employee Share-Based Payment Accounting, which the Company adopted as required on January 1, 2017 and which resulted primarily in achange in the Company’s accounting prospectively for share-based payment forfeitures and accounting for excess tax benefits or deficiencies related toshare-based payments as a component of earnings (see Note 7 for further discussion) and ASC Update No. 2015-11, Simplifying the Measurement ofInventory, which the Company adopted as of January 1, 2017 and which simplified the subsequent measurement of inventory by replacing the lower of cost amarket test with a lower of cost and net realizable value test (see Note 3 for further discussion).During the fourth quarter of 2016, the Company entered into arrangements with certain third parties who had previously co-produced certain contentthat the Company distributes where the Company had certain ongoing royalty payments to these third parties. The agreements entered into during the fourthquarter of 2016 settled all outstanding liabilities owed by the Company to these third parties and resulted in the Company obtaining sole ownership andrights to the applicable content. Based on the final amounts paid under these agreements, the Company recognized a gain in the fourth quarter of 2016 ofapproximately $855. This amount was recorded as a reduction to sales, marketing and support expense in the Company's consolidated statement ofoperations for the year ended December 31, 2016.(d)Concentration of Credit Risk and Single Source SuppliersCash, cash equivalents and marketable securities. The Company is potentially subject to financial instrument concentration of credit risk through itscash, cash equivalent and marketable securities investments. To mitigate these risks the Company maintains cash, cash equivalents and marketable securitieswith reputable and nationally recognized financial institutions. As of December 31, 2017, $8,319 classified as marketable securities was held by Wells Fargoand substantially all of the cash and cash equivalents were held by Bank of America, N.A. See Note 2 for a description of marketable securities.75Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)Trade accounts receivable. Concentrations of risk (see Note 11) with respect to trade accounts receivable are generally limited due to the large numberof customers and their dispersion across several geographic areas. Although the Company does not foresee that credit risk associated with these receivableswill deviate from historical experience, repayment is dependent upon the financial stability of those individual customers. The Company establishesallowances for potential bad debts and evaluates, on a monthly basis, the adequacy of those reserves based upon historical experience and its expectations forfuture collectability concerns. The Company performs ongoing credit evaluations of the financial condition of its customers and generally does not requirecollateral. Activity within the Company’s allowance for doubtful accounts for the periods presented is as follows: 2017 2016 2015Beginning balance$3,477 $3,534 $2,723Additions674 872 1,342Deductions (write-offs/recoveries) from reserve(1,299) (929) (531)Ending balance$2,852 $3,477 $3,534Revenue and operations. Certain components from third parties used in the Company’s products are procured from single sources of supply. Thefailure of a supplier, including a subcontractor, to deliver on schedule could delay or interrupt the Company’s delivery of products and thereby materiallyadversely affect the Company’s revenues and operating results.(e)Revenue RecognitionProduct sales. Product sales are recognized when persuasive evidence of an arrangement exists, goods are shipped, title has passed and collectability isreasonably assured. The Company’s standard sales terms require that:•All sales are final;•Terms are generally Net 30;•Shipments are tendered and shipped FOB (or as may be applicable, FCA, or EXW) the Company’s plant or warehouse; and•Title and risk of loss or damage passes to the dealer or distributor at the point of shipment when delivery is made to the possession of the carrier.For certain inertial navigation product sales, customer acceptance or inspection may be required before title and risk of loss transfers. For those sales,revenue is recognized after transfer of title and risk of loss and after notification of customer acceptance. In certain circumstances customers may request a billand hold arrangement. Under these bill and hold arrangements, revenue is recognized when the Company has fulfilled all of its performance obligations, theunits are segregated and available for shipment in accordance with the defined contract delivery schedule, and the Company has received notification ofcustomer acceptance which transfers title and risk of loss to the customer.Under certain limited conditions, the Company, at its sole discretion, provides for the return of goods. No product is accepted for return and no credit isallowed on any returned product unless the Company has granted and confirmed prior written permission by means of appropriate authorization. TheCompany establishes reserves for potential sales returns, credits, and allowances, and evaluates, on a monthly basis, the adequacy of those reserves basedupon historical experience and expectations for the future.Multiple-element revenue arrangements. Some of our sales involve multiple-element arrangements that include both hardware-related products andcontracted service, or satellite connectivity that are accounted under ASC 605-25, Multiple-Element Arrangements.76Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)The consideration is allocated to each element based on the relative selling prices of all of the elements in the arrangement using the fair valuehierarchy. ASC 605-25 requires that the Company establish vendor-specific objective evidence (VSOE) of fair value based upon the price charged when thesame element is sold separately or established by management having the relevant pricing authority. When VSOE exists it is used to determine the sellingprice of a deliverable. When VSOE is not established, the Company attempts to establish the selling price of each element based on third-party evidence(TPE). When the Company is unable to establish selling price using VSOE or TPE, the Company uses best estimated selling price (BESP) in the allocation ofarrangement consideration for the relevant deliverables. The objective of BESP is to determine the price at which the Company would transact a sale if aproduct or service was sold on a stand-alone basis. The Company determines BESP for our products and certain services by considering multiple factorsincluding, but not limited to, overall market conditions, including geographic or regional-specific market factors and profit objectives for such deliverables.Each deliverable within the Company's multiple-deliverable revenue arrangements is accounted for as a separate unit of accounting under theguidance of ASC 605-25 if both of the following criteria are met: the delivered item or items have value to the customer on a standalone basis; and for anarrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probableand substantially in the control of the Company. The Company considers a deliverable to have standalone value if the item is sold separately by theCompany or another vendor or if the item could be resold by the customer. Further, the Company's revenue arrangements generally do not include a generalright of return relative to delivered products.Deliverables not meeting the criteria for being a separate unit of accounting are combined with a deliverable that does meet that criterion. Theappropriate allocation of arrangement consideration and recognition of revenue is then determined for the combined unit of accounting.Satellite connectivity and media content sales. Directly sold and re-sold satellite connectivity service for voice, data and Internet is recognizedmonthly based upon minutes or megabytes of traffic processed or contracted fixed fee schedules. Typically, all subscribers enter into a contracted one-yearminimum service agreement. The Company has evaluated the factors within ASC 605 regarding gross versus net revenue reporting for its satelliteconnectivity service sales and its payments to the applicable service providers. Based on the evaluation of the factors within ASC 605, the Company hasdetermined that the applicable indicators of gross revenue reporting were met. The applicable indicators of gross revenue reporting included, but were notlimited to, the following:•The Company is the primary obligor in its arrangements with its subscribers. The Company manages all interactions with the subscribers, whilesatellite connectivity service providers do not interact with the subscribers. In addition, the Company assumes the entire performance risk under itsarrangements with the subscribers and in the event of a performance issue, the Company may incur reduction in fees without regard for any recoursethat the Company may have with the applicable satellite connective service providers.•The Company has latitude in establishing pricing, as the pricing under its arrangements with the subscribers is negotiated through a contractingprocess and has discretion on establishing pricing. The Company then separately negotiates the fees with the applicable satellite service providers.•The Company has complete discretion in determining which satellite service providers it will contract with.As a result, the Company has determined that we earn revenue (as a principal) from the delivery of satellite connectivity services to its subscribers andrecords all satellite connectivity service sales to subscribers as gross sales. All associated regulatory service fees and costs are recorded net in the consolidatedfinancial statements. Media content sales include the Company's distribution of commercially licensed news, sports, movies and music content forcommercial and leisure customers in the maritime, hotel, and retail markets as well as training videos to the merchant marine market that are typically basedon a contracted fixed fee schedule. The Company typically recognizes revenue from media content sales ratably over the period of the service contract. Theaccounting estimates related to the recognition of satellite connectivity and media content service sales in results of operations requires the Company tomake assumptions about future billing adjustments for disputes with subscribers as well as unauthorized usage. The Company recognizes the monthlysubscription fee as service revenue over the service delivery period. The Company retains ownership of the hardware that it provides to AgilePlans customers,who must return the hardware to KVH if they decide to terminate the service. Because KVH does not sell the hardware under AgilePlans, the Company doesnot recognize any product revenue when the hardware is deployed to an AgilePlans customer.77Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)Lease financing. Lease financing consists of sales-type leases primarily of the TracPhone V-IP Series. The Company records the leases at a pricetypically equivalent to normal selling price and in excess of the cost or carrying amount. Upon delivery, the Company records the present value of allpayments under these leases as revenues, and the related costs of the product are charged to cost of sales. Interest income is recognized throughout the leaseterm (typically three to five years) using an implicit interest rate. Through December 31, 2017, lease sales have not been a significant portion of theCompany’s total sales.Contracted service sales. The Company engages in contracts for development, production, and services activities related to standard productmodification or enhancement, which it accounts for using the proportional performance method of revenue recognition. The Company considers the nature ofthese contracts and the types of products and services provided when determining the proper accounting for a particular contract. Customer and government-agency contracted engineering service and grant sales under development contracts are recognized primarily under the proportional performance methodduring the period in which the Company performs the service or development efforts in accordance with the agreement. Services performed under these typesof contracts include engineering studies, surveys, building construction, prototype development, and program management. Performance is determinedprincipally by comparing the accumulated costs incurred to date with management’s estimate of the total cost to complete the contracted work. TheCompany establishes billing terms at the time project deliverables and milestones are agreed. Unbilled revenue recognized in excess of the amounts invoicedto clients are classified within the accompanying consolidated balance sheets in the caption “prepaid expenses and other assets.”The use of contract accounting requires significant judgment relative to estimating total contract revenues and costs, including assumptions relative tothe length of time to complete the contract, the nature and complexity of the work to be performed, and prices for subcontractor services and materials. Therisk to the Company on a fixed-price contract is that if estimates to complete the contract change from one period to the next, profit levels will vary fromperiod to period. The Company's estimates are based upon the professional knowledge and experience of its engineers, program managers and otherpersonnel, who review each long-term contract monthly to assess the contract's schedule, performance, technical matters and estimated cost at completion.Changes in estimates are applied when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments toearnings applicable to performance in prior periods. Any advance payments arising from such extended-term development contracts are recorded as deposits.If, in any period, estimated total costs under a contract indicate an expected loss, then such loss is provided for in that period. Through December 31, 2017,contracted service revenue has not been a significant portion of the Company’s total sales.Product service sales. Product service sales other than under development contracts are recognized when completed services are provided to thecustomer and collectability is reasonably assured. The Company establishes reserves for potential sales returns, credit and allowances, and evaluates, on amonthly basis, the adequacy of those reserves based upon historical experience and its expectations for the future. Through December 31, 2017, productservice sales have not been a significant portion of the Company’s total sales.Extended warranty sales. The Company sells extended warranty contracts on mobile connectivity and inertial navigation products. Sales under thesecontracts are recognized ratably over the contract term. Through December 31, 2017, warranty sales have not been a significant portion of the Company’stotal sales.(f)Fair Value of Financial InstrumentsThe carrying amounts of the Company’s financial instruments, which include cash equivalents, investments, accounts receivable, accounts payableand accrued expenses approximate their fair values due to the short maturity of these instruments. The carrying amount of the Company’s mortgage loanapproximates fair value based on currently available quoted rates of similarly structured mortgage facilities. See Note 2 for more information on the fair valueof the Company’s marketable securities.78Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)(g)Cash, Cash Equivalents, and Marketable SecuritiesIn accordance with the Company’s investment policy, cash in excess of operational needs is invested in money market mutual funds, governmentagency bonds, United States treasuries, municipal bonds, corporate notes, and certificates of deposit. All highly liquid investments with a maturity date ofthree months or less at the date of purchase are classified as cash equivalents. The Company determines the appropriate classification of marketable securitiesat each balance sheet date. As of December 31, 2017 and 2016, all of the Company’s marketable securities have been designated as available-for-sale and arecarried at their fair value with unrealized gains and losses included in accumulated other comprehensive (loss) income in the accompanying consolidatedbalance sheets.The Company reviews investments in debt securities for other than temporary impairment whenever the fair value of an investment is less thanamortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether animpairment is other-than-temporary, the Company considers whether it intends to sell the security, whether it expects to recover the credit loss, and if it ismore likely than not that the Company will be required to sell the security prior to recovery. Evidence considered in this assessment includes the reasons forthe impairment, compliance with the Company’s investment policy, the severity and duration of the impairment, changes in value subsequent to year-endand forecasted performance of the investee. The Company has reviewed its securities with unrealized losses as of December 31, 2017 and 2016 and hasconcluded that no other-than-temporary impairments exist.(h)InventoriesInventories are stated at the lower of cost and net realizable value using the first-in first-out costing method. The Company adjusts the carrying valueof its inventory based on the consideration of excess and obsolete components based on future estimate demand. The Company records inventory charges tocosts of product sales.(i)Property and EquipmentProperty and equipment are stated at cost. Depreciation and amortization are computed on the straight-line method over the estimated useful lives ofthe respective assets. The principal lives used in determining the depreciation rates of various assets are: buildings and improvements, 5-40 years; leaseholdimprovements, shorter of original lease term or useful life; machinery, satellite hubs and equipment, and video-on-demand (VOD) units, 4-10 years; office andcomputer equipment, 3-7 years; and motor vehicles, 5 years.(j)Goodwill, Intangible Assets and other Long-Lived AssetsThe Company’s goodwill and intangible assets are associated with the purchase of Virtek Communication (now known as KVH Industries Norway AS)in September 2010, Headland Media Limited (now known as the KVH Media Group) in May 2013, and Videotel in July 2014.79Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)ASC Topic 350, Intangibles—Goodwill and Other (ASC 350) requires the completion of a goodwill impairment test at least annually. Historically, thisgoodwill impairment test was comprised of a two-step process. In January 2017, the FASB issued ASC Update No. 2017-04, Intangibles—Goodwill andOther (Topic 350): Simplifying the Test of Goodwill Impairment. This ASC simplified the accounting for goodwill impairment for all entities by requiringimpairment charges to be based on the first step of the goodwill impairment test under ASC 350. Under previous guidance, if the fair value of a reporting unitwas lower than its carrying amount (Step 1), an entity would calculate any impairment charge by comparing the implied fair value of goodwill with itscarrying amount (Step 2). The implied fair value of goodwill was calculated by deducting the fair value of all assets and liabilities of the reporting unit fromthe reporting unit’s fair value as determined in Step 1. To determine the implied fair value of goodwill, entities would estimate the fair value of anyunrecognized intangible assets (including in-process research and development) and any corporate level assets or liabilities that were included in thedetermination of the carrying amount and fair value of the reporting unit in Step1. Under this new guidance, if a reporting unit's carrying value exceeds itsfair value, an entity will record an impairment charge based on that difference, with such impairment charge limited to the amount of goodwill in thereporting unit. This ASC does not change the guidance on completing Step 1 of the goodwill impairment test. An entity will still be able to perform theexisting optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. This ASC will be applied prospectively andis effective for annual and interim impairment test performed in periods beginning after December 15, 2019 for public business enterprises. Early adoption ispermitted for annual and interim goodwill impairment testing dates after January 1, 2017. The Company has elected to early adopt this ASC as of January 1,2017. The adoption of this ASC had no impact on the Company's consolidated statements of operations, financial condition or cash flows.The Company has historically performed its annual goodwill impairment test as of August 31st. During the three months ended December 31, 2017,the Company changed its annual impairment assessment date from August 31st to October 1st to better align the timing of the test date with its annualbudgeting cycle. The Company does not consider the change in the annual goodwill impairment testing date to be a material change to its method ofapplying an accounting principle. In connection with the change in the date of its annual goodwill impairment test, the Company performed a goodwillimpairment test as of both August 31, 2017 and October 1, 2017, and concluded that the fair value of its reporting units exceeded their carrying value. Todate, the Company has not had accumulated goodwill impairment losses. For the August 31, 2017 test, the Company utilized an income approach and marketapproaches to estimate the fair value of the Company’s reporting units. The Company believes that the assumptions it used to estimate the fair value of itsreporting units were reasonable. As an additional corroborative test of the reasonableness of those assumptions, the Company completed a reconciliation ofits market capitalization and overall enterprise value to the fair value of all of its reporting units as of August 31, 2017. The Company notes that, as of August31, 2017, the fair value of all of the Company’s reporting units exceeded their carrying values by more than 10%. A negative trend of operating results ormaterial changes to forecasted operating results could result in the requirement for additional interim goodwill impairment tests and the potential of a futuregoodwill impairment charge, which could be material. For the October 1, 2017 test, the Company performed a qualitative assessment over goodwillimpairment concluding it was more-likely-than-not that its reporting units fair value exceeded their carrying value. Accordingly, it was not necessary for theCompany to perform the full Step 1 quantitative analysis. Intangible assets with estimated lives and other long-lived assets are reviewed for impairment when events or changes in circumstances indicate thatthe carrying amount of an asset may not be recoverable. Recoverability of intangible assets with estimated lives and other long-lived assets is measured by acomparison of the carrying amount of an asset or asset group to future net undiscounted cash flows expected to be generated by the asset or asset group. Ifthese comparisons indicate that an asset is not recoverable, the Company will recognize an impairment loss for the amount by which the carrying value of theasset or asset group exceeds the related estimated fair value. Estimated fair value is based on either discounted future operating cash flows or appraisedvalues, depending on the nature of the asset. During 2017, there were no events or changes in circumstances that indicated any of the carrying amounts of theCompany’s intangible assets or other long-lived assets may not be recoverable. See Note 9 for further discussion of goodwill and intangible assets.(k)Other Non-Current AssetsOther non-current assets are primarily comprised of long-term lease receivables, prepaid expenses, and deposits.80Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)(l)Product WarrantyThe Company’s products carry standard limited warranties that range from one to two years and vary by product. The warranty period begins on thedate of retail purchase or lease by the original purchaser. The Company accrues estimated product warranty costs at the time of sale and any additionalamounts are recorded when such costs are probable and can be reasonably estimated. Factors that affect the Company’s warranty liability include the numberof units sold or leased, historical and anticipated rates of warranty repairs and the cost per repair. Warranty and related costs are reflected within sales,marketing and support in the accompanying statements of operations. As of December 31, 2017 and 2016, the Company had accrued product warranty costsof $2,074 and $2,280, respectively. The following table summarizes product warranty activity during 2017 and 2016: 2017 2016Beginning balance$2,280 $1,880Charges to expense1,042 1,723Costs incurred(1,248) (1,323)Ending balance$2,074 $2,280(m)Shipping and Handling CostsShipping and handling costs are expensed as incurred and included in cost of sales. Billings for shipping and handling are reflected within net sales inthe accompanying statements of operations.(n)Research and DevelopmentExpenditures for research and development, including customer-funded research and development, are expensed as incurred. Revenue and relateddevelopment costs from customer-funded research and development are as follows: Year Ended December 31, 2017 2016 2015Customer-funded service sales$2,621 $1,400 $3,002Customer-funded costs included in costs of service sales1,510 498 1,546(o)Advertising CostsCosts related to advertising are expensed as incurred. Advertising expense was $2,739, $2,761, and $2,712 for the years ended December 31, 2017,2016, and 2015, respectively, and is included in sales, marketing, and support expense in the accompanying consolidated statements of operations.(p)Foreign Currency TranslationThe financial statements of the Company’s foreign subsidiaries located in Denmark and Singapore are maintained using the United States dollar as thefunctional currency. Exchange rates in effect on the date of the transaction are used to record monetary assets and liabilities. Revenue and other expenseelements are recorded at rates that approximate the rates in effect on the transaction dates. Foreign currency exchange gains and losses are recognized within“other (expense) income” in the accompanying consolidated statements of operations. For the years ended December 31, 2017, 2016, and 2015, theCompany recorded a total of net foreign currency exchange losses (gains) in its accompanying consolidated statements of operations of $554, $(53), and $59,respectively, which is comprised of both realized and unrealized foreign currency exchange gains and losses.The financial statements of the Company’s foreign subsidiaries located in the United Kingdom, Brazil, Norway, Cyprus, Belgium, the Netherlands andJapan use the foreign subsidiaries’ respective local currencies as the functional currency. The Company translates the assets and liabilities of these foreignsubsidiaries at the exchange rates in effect at year-end. Net sales, costs and expenses are translated using average exchange rates in effect during theyear. Gains and losses from foreign currency translation are credited or charged to accumulated other comprehensive loss included in stockholders' equity inthe accompanying consolidated balance sheets.81Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)(q)Income Taxes We are subject to income taxes in the U.S. and in numerous foreign jurisdictions. The Company accounts for income taxes following ASC Topic 740,Accounting for Income Taxes.Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carryingamounts of existing assets and liabilities and their respective tax bases using enacted tax rates expected to apply to taxable income in the years in whichthose temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not thatsome or all of a deferred tax asset will not be realized. The Company determines whether it is more likely than not that a tax position will be sustained uponexamination. If it is not more likely than not that a position will be sustained, no amount of the benefit attributable to the position is recognized. The taxbenefit to be recognized of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than50% likely of being realized upon resolution of the contingency.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. TheCompany recognizes interest and penalties within the income tax expense line in the accompanying consolidated statements of operations. Accrued interestand penalties are included within the related tax liability line in the consolidated balance sheets. See Note 8 for further discussion of income taxes.(r)Net (Loss) Income per Common ShareBasic net (loss) income per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted netincome per share incorporates the dilutive effect of common stock equivalent options, warrants and other convertible securities, if any, as determined inaccordance with the treasury stock accounting method. Common stock equivalents related to options and restricted stock awards for 766 shares of commonstock for the year ended December 31, 2015 have been excluded from the fully diluted calculation of net income per share, as inclusion would be anti-dilutive. For the years ended December 31, 2017 and 2016 since there was a net loss, the Company excluded 228 and 162 shares, respectively, subject tooutstanding stock options and non-vested restricted shares from its diluted loss per share calculation, as inclusion of these securities would have reduced thenet loss per share.A reconciliation of the basic and diluted weighted average common shares outstanding is as follows: 2017 2016 2015Weighted average common shares outstanding—basic16,419 15,834 15,625Dilutive common shares issuable in connection with stock plans— — 209Weighted average common shares outstanding—diluted16,419 15,834 15,834(s)Contingent LiabilitiesThe Company estimates the amount of potential exposure it may have with respect to claims, assessments and litigation in accordance with ASC 450,Contingencies. As of December 31, 2017 and 2016, the Company was not party to any lawsuit or proceeding that, in management's opinion, was likely tomaterially harm the Company's business, results of operations, financial condition or cash flows, as described in Note 16. It is not always possible to predictthe outcome of litigation, as it is subject to many uncertainties. Additionally, it is not always possible for management to make meaningful estimate of thepotential loss or range of loss associated with such litigation.82Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)(t)Operating SegmentsThe Company operates in two segments, the mobile connectivity and inertial navigation segments. Operating segments are identified as componentsof an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisionsregarding resource allocation and assessing performance. The Company’s chief operating decision maker is its President, Chief Executive Officer andChairman of the Board.The Company's reportable segments are: mobile connectivity and inertial navigation (see Note 12, "Segment Reporting"). The Company operates in anumber of major geographic areas, including internationally. Revenues from international locations, primarily consisting of Canada, European countries,both inside and outside the European Union, as well as Africa, Asia/Pacific, the Middle East, and South America.(u) Film Production CostsThe Company capitalizes direct costs incurred in the production of its training videos, such as writing, directing, narrating, casting, location rental,and editing. These film costs are classified as a non-current asset on its consolidated balance sheet and are placed into service upon the film title beingreleased and available for customers' use. The Company’s sales model associated with training is subscription-based, in which fees from third parties are notdirectly attributable to the exhibition of a particular film but relate instead to access to the entire film library. Accordingly, management estimates that thestraight line method is the most representative method for the amortization of film costs. Consistent with the period over which revenues are assessed (i.e. thesubscription period), the film costs are amortized over four years. In the event that the film title is replaced or removed from the film library before theamortization period has expired, all unamortized costs are expensed immediately.(v) Recently Issued Accounting StandardsFrom time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Recently issued standards typically donot require adoption until a future effective date. Prior to their effective date, the Company evaluates the pronouncements to determine the potential effectsof adoption on our consolidated financial statements.Standards ImplementedASC Update No. 2015-11In April 2015, the FASB issued ASC Update No. 2015-11, Simplifying the Measurement of Inventory regarding ASC Topic 330 - Inventory. UpdateNo. 2015-11 require entities that measure inventory using the first-in, first-out or average cost methods to measure inventory at the lower of cost and netrealizable value. Net realizable value is defined as estimated selling price in the ordinary course of business less reasonably predictable costs of completionand disposal. Update No. 2015-11 is effective on a prospective basis for fiscal years, and for interim periods within those fiscal years, beginning afterDecember 15, 2016, with earlier application permitted. The Company adopted Update No. 2015-11 on January 1, 2017 and the adoption did not have amaterial effect on the Company's consolidated financial position, results of operations or cash flows.83Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)ASC Update No. 2016-09In March 2016, the FASB issued ASC Update No. 2016-09, Compensation- Stock Compensation (Topic 718): Improvements to Employee Share-BasedPayment Accounting. This update is effective for annual reporting periods after December 15, 2016, including interim periods within those fiscal periods.Early adoption is permitted. The purpose of the update is to simplify several areas of the accounting for share-based payment transactions, including theincome tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted thisASC update on January 1, 2017. Although this ASC update does not impact the Company’s results of operations, financial position or cash flows for anyperiods prior to the adoption, the adoption of this ASC update had the following impact on the date of adoption:•The adoption of Update No. 2016-09 requires all income tax adjustments to be recorded in the consolidated statements of operations. Thecumulative adjustment upon adoption to accumulated earnings was zero since the increase in net deferred tax assets was fully offset by acorresponding increase in the deferred tax asset valuation allowance. The amount of deferred tax assets that had not been previously recognized dueto the recognition of excess tax benefits was$1,571.•The Company has elected to account for forfeitures on share-based payments as these forfeitures occur, which represents a change from theaccounting previously required under ASC Topic 718. As a result, the Company notes that future forfeitures could result in a significant reversal ofstock-based compensation expense recognized in the period in which such forfeitures occur.ASC Update No. 2017-04In January 2017, the FASB issued ASC Update No. 2017-04, Intangibles--Goodwill and Other (Topic 350): Simplifying the Test of GoodwillImpairment. This ASC simplifies the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step of thegoodwill impairment test under ASC 350. Under previous guidance, if the fair value of a reporting unit is lower than its carrying amount (Step 1), an entitycalculates any impairment charge by comparing the implied fair value of goodwill with its carrying amount (Step 2). The implied fair value of goodwill iscalculated by deducting the fair value of all assets and liabilities of the reporting unit from the reporting unit’s fair value as determined in Step 1. Todetermine the implied fair value of goodwill, entities estimate the fair value of any unrecognized intangible assets (including in-process research anddevelopment) and any corporate-level assets or liabilities that were included in the determination of the carrying amount and fair value of the reporting unitin Step 1. Under this new guidance, if a reporting unit's carrying value exceeds its fair value, an entity will record an impairment charge based on thatdifference, with such impairment charge limited to the amount of goodwill in the reporting unit. This ASC does not change the guidance on completing Step1 of the goodwill impairment test. An entity will still be able to perform the existing optional qualitative goodwill impairment assessment before determiningwhether to proceed to Step 1. This ASC will be applied prospectively and is effective for annual and interim impairment test performed in periods beginningafter December 15, 2019 for public business enterprises. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1,2017. The Company elected to early adopt this ASC as of January 1, 2017. The adoption of this ASC had no impact on the Company's consolidatedstatements of operations, financial condition or cash flows. The Company expects that adoption of this ASC will simplify the evaluation and recording ofgoodwill impairment charges, if any.Standards to be ImplementedASC Updates No. 2014-09, No. 2016-08, No. 2016-10, No. 2016-11, No. 2016-12 and No. 2016-20In May 2014, the FASB issued ASC Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). Update No. 2014-09 providesenhancements to the quality and consistency of how revenue is reported while also improving comparability in the financial statements of companies usingInternational Financial Reporting Standards and U.S. GAAP. The core principle requires entities to recognize revenue in a manner that depicts the transfer ofgoods or services to customers in amounts that reflect the consideration an entity expects to be entitled to in exchange for those goods or services. In July2015, the FASB voted to approve a one-year deferral, making the standard effective for public entities for annual and interim periods beginning afterDecember 15, 2017.84Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)In March 2016, the FASB issued ASC Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus AgentConsiderations (Reporting Revenue Gross versus Net). The purpose of Update No. 2016-08 is to clarify the guidance on principal versus agentconsiderations. It includes indicators that help to determine whether an entity controls the specified good or service before it is transferred to the customerand to assist in determining when the entity satisfied the performance obligation and as such, whether to recognize a gross or a net amount of consideration intheir consolidated statement of operations.In April 2016, the FASB issued ASC Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligationsand Licensing. Update No. 2016-10 clarifies that entities are not required to assess whether promised goods or services are performance obligations if they areimmaterial in the context of the contract. Update No. 2016-10 also addresses how to determine whether promised goods or services are separately identifiableand permits entities to make a policy election to treat shipping and handling costs as fulfillment activities. In addition, it clarifies key provisions in Topic606 related to licensing.In May 2016, the FASB issued ASC Update No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815). Update No.2016-11 rescinds previous SEC comments that were codified in Topic 605, Topic 932 and Topic 815. Upon adoption of Topic 606, certain SEC commentsincluding guidance on accounting for shipping and handling fees and costs and consideration given by a vendor to a customer should not be relied upon.In May 2016, the FASB also issued ASC Update No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements andPractical Expedients. Update No. 2016-12 provides clarity around collectability, presentation of sales taxes, non-cash consideration, contract modificationsat transition and completed contracts at transition. Update No. 2016-12 also includes a technical correction within Topic 606 related to required disclosuresif the guidance is applied retrospectively upon adoption.In December 2016, the FASB issued ASC Update No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts withCustomers. Update No. 2016-20 allows entities not to make quantitative disclosures about remaining performance obligations in certain cases and requiresentities that use any of the optional exemptions to expand their qualitative disclosures. Update No. 2016-20 also clarifies other areas of the new revenuestandard, including disclosure requirements for prior period performance obligations, impairment guidance for contract costs and the interaction ofimpairment guidance in ASC 340-40 with other guidance elsewhere in the Codification.85Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)The Company adopted Topic 606 effective January 1, 2018. The Company adopted Topic 606 under the modified retrospective method and is onlyapplying this method to contracts that were not completed as of the date of adoption. The modified retrospective method resulted in a cumulative effect ofinitially applying the standard as an adjustment to the opening balance of retained earnings at the date of initial application for any open contracts as of theadoption date. The Company established an implementation team to assist with its assessment of the impact of the new revenue guidance on its operations,consolidated financial statements and related disclosures. To date, this assessment has included (1) utilizing questionnaires to assist with the identification ofrevenue streams, (2) performing sample contract analyses for each revenue stream identified, (3) assessing the noted differences in recognition andmeasurement that may result from adopting this new standard, (4) performing detailed analyses of contracts with larger customers, and (5) developing plans totest transactions for consistency with contract provisions that affect revenue recognition. The adoption of Topic 606 will have a material effect on theCompany's consolidated financial statements with the most significant impact related to our mobile connectivity segment. Based on the preliminary resultsof the evaluation, which is still in process, the Company currently believes that the most significant potential changes relate to promised services undercertain contracts that were previously determined to be separate units of accounting under Topic 605 will not be separate performance obligations underTopic 606 due to the fact that they are not distinct in the context of the contract, which will impact the timing of revenue recognition. The Companyanticipates that the most significant impact of the new standard will relate to the timing of revenue recognition for certain mini-VSAT Broadband hardwarecontracts. The Company also anticipates changes to the consolidated balance sheet related to accounts receivable, contract assets, and contract liabilities, aswell as enhanced footnote disclosures related to customer contracts. The Company is still evaluating the impact that Topic 606 is expected to have on itsaccounting for costs to obtain and fulfill a contract. The Company anticipates that the adoption of Topic 606 associated with VSAT contracts as of January 1,2018 will result in an increase to its accumulated deficit of $3.0 million to $4.0 million. This anticipated adjustment represents the gross margin onapproximately $12 million to $14 million of previously recognized revenue under current guidance. Gross margin reflects revenue less cost of revenue. Theseranges represent management’s best estimates of the effects of adopting Topic 606 at the time of the preparation of this Annual Report on Form 10-K. Theactual impact of Topic 606 is subject to change from these estimates and such change may be significant, pending the completion of the Company’sassessment in the first quarter of 2018.The Company is in the process of evaluating and designing the necessary changes to its business processes, systems and controls to supportrecognition and disclosure under the new standard. Further, the Company is continuing to assess what incremental disaggregated revenue disclosures will berequired in its consolidated financial statements.ASC Update No. 2016-01In January 2016, the FASB issued ASC Update No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement ofFinancial Assets and Financial Liabilities. It is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscalyears. Early application of certain provisions is permitted. Update No. 2016-01 requires entities to measure equity investments that do not result inconsolidation and are not accounted for under the equity method at fair value with changes recognized in net income. However, an entity may choose tomeasure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting fromobservable price changes in orderly transactions for the identical or a similar investment of the same issuer. It also simplifies the impairment assessment ofequity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. Update No. 2016-01 also requiresseparate presentation of financial assets and financial liabilities by measurement category and form of financial asset and liability. The adoption of UpdateNo. 2016-01 is not expected to have a material impact on the Company's financial position or results of operations.86Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)ASC Update No. 2016-02In February 2016, the FASB issued ASC Update No. 2016-02, Leases (Topic 842). It is effective for fiscal years beginning after December 15, 2018,including interim periods within those fiscal years. Earlier application is permitted. Update No. 2016-02 creates new accounting and reporting guidelines forleasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rightsand obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, therecognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance oroperating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cashflows arising from leases. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of thenew pronouncement on its financial statements. Based on its preliminary assessment, upon adoption the Company expects to recognize significant right-to-use assets and corresponding lease liabilities on its balance sheet related to leased facilities and equipment. ASC Update No. 2016-13In June 2016, the FASB issued ASC Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses onFinancial Instruments. The update is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for fiscal years beginning afterDecember 15, 2018. The purpose of Update No. 2016-13 is to replace the current incurred loss impairment methodology for financial assets measured atamortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportableinformation, including forecasted information, to develop credit loss estimates. The adoption of Update No. 2016-13 is not expected to have a materialimpact on the Company's financial position or results of operations.ASC Update No. 2016-15In August 2016, the FASB issued ASC Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and CashPayments. The update is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption ispermitted, including adoption in an interim period. The purpose of Update No. 2016-15 is to reduce the diversity in practice in presentation andclassification of the following items within the statement of cash flows: debt prepayments, settlement of zero coupon debt instruments, contingentconsideration payments, insurance proceeds, securitization transactions and distributions from equity method investees. The update also addressesclassification of transactions that have characteristics of more than one class of cash flows. The adoption of Update No. 2016-15 is not expected to have amaterial impact on the Company's financial position or results of operations.ASC Update No. 2016-16In October 2016, the FASB issued ASU Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Theupdate is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. Early adoption ispermitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available forissuance. The purpose of Update No. 2016-16 is to allow an entity to recognize the income tax consequences of an intra-entity transfer of an asset other thaninventory when the transfer occurs, as opposed to waiting until the asset is sold to an outside party. The adoption of Update No. 2016-16 is not expected tohave a material impact on the Company's financial position or results of operations.ASC Update No. 2017-09In May 2017, the FASB issued ASC Update No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. Theupdate is effective for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The purpose of Update No. 2017-09 is to clarifywhen to account for a change to the terms or conditions of a share-based payment award as a modification under Topic 718, Compensation - StockCompensation. Under this new guidance, modification accounting is only required if the fair value, the vesting conditions, or the equity or liabilityclassification of the award changes as a result of the change in terms or conditions. The Company expects that the adoption of this standard will only affect,on a prospective basis, the manner in which the Company evaluates any changes to the terms or conditions of its share-based payment awards.87Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)ASC Update No. 2017-12In August 2017, the FASB issued ASC Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for HedgingActivities. The update is effective for annual periods beginning after December 15, 2018. Early adoption is permitted. The purpose of Update No. 2017-12 isto improve the presentation and disclosure requirements for, and simplify the application and increase transparency of hedge accounting. The adoption ofUpdate No. 2017-12 is not expected to have a material impact on the Company's financial position or results of operations.There are no other recent accounting pronouncements issued by the FASB that the Company expects would have a material impact on the Company'sfinancial statements.(2)Marketable SecuritiesMarketable securities consisted of the following as of December 31, 2017 and 2016:December 31, 2017AmortizedCost GrossUnrealizedGains GrossUnrealizedLosses FairValueMoney market mutual funds$7,318 $— $— $7,318United States treasuries1,002 — (1) 1,001Total marketable securities designated as available-for-sale$8,320 $— $(1) $8,319 December 31, 2016AmortizedCost GrossUnrealizedGains GrossUnrealizedLosses FairValueMoney market mutual funds$21,848 $— $— $21,848Certificates of deposit3,864 — — 3,864Total marketable securities designated as available-for-sale$25,712 $— $— $25,712The amortized costs and fair value of debt securities as of December 31, 2017 and 2016 are shown below by effective maturity. Effective maturitiesmay differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.December 31, 2017AmortizedCost FairValueDue in less than one year$1,002 $1,001Due after one year and within two years— — $1,002 $1,001December 31, 2016AmortizedCost FairValueDue in less than one year$3,864 $3,864Due after one year and within two years— — $3,864 $3,864Interest income from cash equivalents and marketable securities was $107 and $94 for the years ended December 31, 2017 and 2016, respectively.88Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)(3)InventoriesThe Company adopted ASC 2015-11, Simplifying the Measurement of Inventory as of January 1, 2017. ASC 2015-11 simplifies the subsequentmeasurement of inventory by replacing the lower of cost or market test with a lower of cost and net realizable value test. The adoption of this standard did nothave a material impact on the Company’s consolidated financial position or results of operations. Inventories are stated at the lower of cost and net realizablevalue using the first-in first-out costing method. Inventories as of December 31, 2017 and 2016 include the costs of material, labor, and factory overhead.Components of inventories consist of the following: December 31, 2017 2016Raw materials$13,347 $10,606Work in process2,137 2,185Finished goods7,248 7,954 $22,732 $20,745(4)Property and EquipmentProperty and equipment, net, as of December 31, 2017 and 2016 consist of the following: December 31, 2017 2016Land$3,828 $3,828Building and improvements24,038 21,717Leasehold improvements429 155Machinery and equipment53,217 41,777Office and computer equipment13,057 14,824Motor vehicles51 51 94,620 82,352Less accumulated depreciation(51,099) (45,766) $43,521 $36,586Depreciation expense for the years ended December 31, 2017, 2016, and 2015 amounted to $6,725, $7,608, and $7,193, respectively.Included within machinery and equipment are certain hardware revenue generating assets that had a net book value of $11,300 and $7,734 as ofDecember 31, 2017 and 2016, respectively, that are utilized in the delivery of the Company's airtime services, media, and other content.(5)Debt and Line of CreditLong-term debt consists of the following: December 31, 2017 2016Term notes$44,275 $53,625Mortgage loan2,779 2,951Equipment loans— 1,477Total47,054 58,053Less amounts classified as current2,482 7,900Long-term debt, excluding current portion$44,572 $50,15389Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)Term Note and Line of CreditOn July 1, 2014, the Company entered into (i) a five-year senior credit facility agreement (the Credit Agreement) with Bank of America, N.A., asAdministrative Agent, and the lenders named from time to time as parties thereto (the Lenders), for an aggregate amount of up to $80,000, including arevolving credit facility (the Revolver) of up to $15,000 and a term loan (Term Loan) of $65,000 to be used for general corporate purposes, including both(A) the refinancing of the Company’s $30,000 then-outstanding indebtedness under its previous credit facility and (B) permitted acquisitions, (ii) revolvingcredit notes (together, the Revolving Credit Note) to evidence the Revolver, (iii) term notes (together, the Term Note, and together with the Revolving CreditNote, the Notes) to evidence the Term Loan, (iv) a Security Agreement (the Security Agreement) required by the Lenders with respect to the grant by theCompany of a security interest in substantially all of the assets of the Company in order to secure the obligations of the Company under the CreditAgreement and the Notes, and (v) Pledge Agreements (the Pledge Agreements) required by the Lenders with respect to the grant by the Company of a securityinterest in 65% of the capital stock of each of KVH Industries A/S and KVH Industries U.K. Limited held by the Company in order to secure the obligations ofthe Company under the Credit Agreement and the Notes.The Credit Agreement was most recently amended in March 2017 to modify the Maximum Consolidated Leverage Ratio, the Applicable Rate, theConsolidated Fixed Charge Coverage Ratio and the amortization schedule of the Term Loan, as well as to make certain other changes. The amendment wasaccounted for as a debt modification as it did not result in a significant modification to the Credit Agreement.In connection with the March 2017 amendment, the Company made an additional principal repayment of $6,000 on the Term Note and amended therepayment terms. Under the amended terms, the Company must make principal repayments of $575 every three months starting on April 1, 2017 until theTerm Note maturity on July 1, 2019. On the maturity date, the entire remaining principal balance of the loan, including any future loans under the Revolver,is due and payable, together with all accrued and unpaid interest, penalties, and any other amounts due and payable under the Credit Agreement. The CreditAgreement contains provisions requiring the mandatory prepayment of amounts outstanding under the Term Loan and the Revolver under specifiedcircumstances, including (i) 100% of the net cash proceeds from certain dispositions to the extent not reinvested in the Company’s business within a statedperiod, (ii) 50% of the net cash proceeds from stated equity issuances and (iii) 100% of the net cash proceeds from certain receipts of more than $250 outsidethe ordinary course of business. The prepayments are first applied to the Term Loan, in inverse order of maturity, and then to the Revolver. In the discretion ofthe Administrative Agent, certain mandatory prepayments made on the Revolver can permanently reduce the amount of credit available under the Revolver.Loans under the Credit Agreement bear interest at varying rates determined in accordance with the Credit Agreement. Each LIBOR Rate Loan, asdefined in the Credit Agreement, bears interest on the outstanding principal amount thereof for each interest period from the applicable borrowing date at arate per annum equal to the LIBOR Daily Floating Rate or LIBOR Monthly Floating Rate, each as defined in the Credit Agreement, as applicable, plus theApplicable Rate, as defined in the Credit Agreement, and each Base Rate Loan, as defined in the Credit Agreement, bears interest on the outstandingprincipal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate, as defined in the Credit Agreement, plus theApplicable Rate. The Applicable Rate ranges from 1.75% to 2.25%, depending on the Company’s Consolidated Leverage Ratio, as defined in the CreditAgreement. The highest Applicable Rate applies when the Consolidated Leverage Ratio exceeds 1.50:1.00. Upon certain defaults, including failure to makepayments when due, interest becomes payable at a higher default rate.Borrowings under the Revolver are subject to the satisfaction of numerous conditions precedent at the time of each borrowing, including thecontinued accuracy of the Company’s representations and warranties and the absence of any default under the Credit Agreement. As of December 31, 2017,there were no borrowings outstanding under the Revolver and the full balance of $15,000 was available for borrowing.The Credit Agreement contains two financial covenants, a Maximum Consolidated Leverage Ratio and a Minimum Consolidated Fixed ChargeCoverage Ratio, each as defined in the Credit Agreement. The Maximum Consolidated Leverage Ratio may not be greater than 1.50:1.00. The MinimumConsolidated Fixed Charge Coverage Ratio may not be less than 1.25:1.00. In the March 2017 amendment, the definition of the Consolidated Fixed ChargeCoverage Ratio was amended to include only maintenance capital expenditures, as defined. The Company was in compliance with these financial ratio debtcovenants as of December 31, 2017.90Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)The Credit Agreement imposes certain other affirmative and negative covenants, including without limitation covenants with respect to the paymentof taxes and other obligations, compliance with laws, entry into material contracts, creation of liens, incurrence of indebtedness, investments, dispositions,fundamental changes, restricted payments, changes in the nature of the Company’s business, transactions with affiliates, corporate and accounting changes,and sale and leaseback arrangements.The Company’s obligation to repay loans under the Credit Agreement could be accelerated upon a default or event of default under the terms of theCredit Agreement, including certain failures to pay principal or interest when due, certain breaches of representations and warranties, the failure to complywith the Company’s affirmative and negative covenants under the Credit Agreement, a change of control of the Company, certain defaults in paymentrelating to other indebtedness, the acceleration of payment of certain other indebtedness, certain events relating to the liquidation, dissolution, bankruptcy,insolvency or receivership of the Company, the entry of certain judgments against the Company, certain events relating to the impairment of collateral or theLenders' security interest therein, and any other material adverse change with respect to the Company.Mortgage LoanThe Company has a mortgage loan (as amended, the Mortgage Loan) in the amount of $4,000 related to its headquarters facility in Middletown,Rhode Island. The loan term is ten years, with a principal amortization of 20 years. The interest rate is based on the BBA LIBOR Rate plus 2.00 percentagepoints. The Mortgage Loan is secured by the underlying property and improvements. The monthly mortgage payment is approximately $14 plus interest andincreases in increments of approximately $1 each year throughout the life of the mortgage. Due to the difference in the term of the loan and amortization ofthe principal, a balloon payment of $2,551 is due on April 1, 2019. The loan contains one financial covenant, a Fixed Charge Coverage Ratio, which appliesin the event that the Company’s consolidated cash, cash equivalents, and marketable securities balance falls below $25,000 at any time. As the Company’sconsolidated cash, cash equivalents, and marketable securities balance was above the minimum threshold throughout the year ended December 31, 2017, theFixed Charge Coverage Ratio did not apply.Under the Mortgage Loan, the Company may prepay its outstanding loan balance subject to certain early termination charges. If the Company were todefault on the Mortgage Loan, the underlying property and improvements would be used as collateral. As discussed in Note 15 to the consolidated financialstatements, the Company entered into two interest rate swap agreements that are intended to hedge its mortgage interest obligations over the term of theMortgage Loan by fixing the interest rates specified in the mortgage loan to 5.91% for half of the principal amount outstanding as of April 1, 2010 and6.07% for the remaining half.Equipment LoanOn January 30, 2013, the Company borrowed $4,700 from a bank and pledged as collateral six satellite hubs and related equipment. This equipmentloan had a term of five years and carried a fixed rate of interest of 2.76% per annum. In December 2013, the Company borrowed $1,200 from a bank andpledged as collateral one satellite hub and related equipment. This equipment loan had a term of five years and carried a fixed rate of interest of 3.08% perannum. In March 2017, the Company repaid in full the remaining outstanding balances of both loans before their 2018 maturity dates.91Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)(6)Commitments and ContingenciesThe Company has certain operating leases for satellite capacity, various equipment, and facilities. The following reflects future minimum paymentsunder operating leases that have initial or remaining non-cancelable lease terms at December 31, 2017:Years ending December 31,OperatingLeases2018$13,68220197,10920202,97020211,32620221,189Thereafter489Total minimum lease payments$26,765Total rent expense incurred under facility operating leases for the years ended December 31, 2017, 2016, and 2015 amounted to $905, $601, and $630,respectively. Total expense incurred under satellite capacity and equipment operating leases for the years ended December 31, 2017, 2016, and 2015amounted to $31,774, $31,606, and $32,793, respectively, which also includes payments for usage charges in excess of the minimum contractualrequirements.In the normal course of business, the Company enters into unconditional purchase order obligations with its suppliers for inventory and otheroperational purchases. Outstanding and unconditional purchase order obligations were $13,583 as of December 31, 2017, which the Company expects tofulfill in 2018.Other than the interest rate swaps (see Note 15), the Company did not have any off-balance sheet commitments, guarantees, or standby repurchaseobligations as of December 31, 2017.(7)Stockholders’ EquityThe Company recognizes stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation--Stock Compensation. TheCompany adopted ASC Update No. 2016-09, Compensation-Stock Compensation (ASC Topic 718): Improvements to Employee Share-Based PaymentAccounting on January 1, 2017. Although this ASC update did not impact the Company’s results of operations, financial position or cash flows for anyperiods prior to the adoption, the adoption of this ASC update had the following impact on the date of adoption:•The adoption of ASC Update No. 2016-09 requires all income tax adjustments to be recorded in the consolidated statements of operations. Thecumulative adjustment upon adoption to accumulated earnings was zero since the increase in net deferred tax assets was fully offset by acorresponding increase in the deferred tax asset valuation allowance. The amount of deferred tax assets that had not been previously recognizeddue to the recognition of excess tax benefits was $1,571.•The tax benefit or expense is required to be classified as a cash flow provided by (used in) operating activities. It was previously required to bepresented as a cash flow provided by (used in) financing activities in the Consolidated Statements of Cash Flows, with a corresponding adjustmentto operating cash flows.•In the diluted net earnings per share calculation, when applying the treasury stock method for shares that could be repurchased, the assumedproceeds no longer include the amount of excess tax benefit. This provision, which is only applicable on a prospective basis, did not have animpact on the Company's diluted net earnings per share calculation for the year ended December 31, 2017.92Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)•The Company has elected to account for forfeitures on share-based payments as these forfeitures occur instead of a 5% forfeiture rate, whichrepresents a change from the accounting previously required under ASC Topic 718. As a result, future forfeitures could result in a significantreversal of stock-based compensation expense recognized in the period in which such forfeitures occur. During the year ended December 31, 2017,as a result of share-based award forfeitures, the Company recorded a reversal of previously recognized stock-based compensation expense of $215.In addition, had the Company continued to account for stock-based compensation expense related to forfeitures of share-based payments based onestimating the number of awards expected to be forfeited and recognizing only stock-based compensation expense on awards expected to vest, theCompany would have recognized $3,449 of stock-based compensation expense, or $19 less than what was actually recorded, during the year endedDecember 31, 2017.Stock-based compensation expense, excluding compensation charges related to our employee stock purchase plan, or the ESPP, was $3,468 and$3,640 for the year ended December 31, 2017 and 2016, respectively.(a)Employee Stock OptionsThe Company is authorized to grant stock options, restricted stock awards and other stock-based awards under its 2016 Equity and Incentive Plan (the2016 Plan) with respect to up to 3,000 shares of common stock (plus up to an additional 1,690 shares in respect of certain awards under earlier equitycompensation plans that may be forfeited, cancelled, reacquired by the Company or terminated after adoption of the 2016 Plan). Options are generallygranted with an exercise price equal to the fair market value of the common stock on the date of grant and generally vest in equal annual amounts over fouryears beginning on the first anniversary of the date of the grant. No options are exercisable for periods of more than five years after date of grant. Under the2016 Plan, each share issued under awards other than options and stock appreciation rights will reduce the number of shares reserved for issuance by twoshares. Shares issued under options or stock appreciation rights will reduce the shares reserved for issuance on a share-for-share basis. The 2016 Plan andearlier equity compensation plans, pursuant to which an aggregate of 12,415 shares of the Company’s common stock were reserved for issuance, were allapproved by the Company's shareholders. As of December 31, 2017, 1,715 shares were available for future grants. The Compensation Committee of the Boardof Directors administers the equity compensation plans, approves the individuals to whom awards will be granted and determines the number of shares andother terms of each award. Outstanding options under the Company's equity compensation plans at December 31, 2017 expire from February 2018 throughNovember 2022. None of the Company’s outstanding options includes performance-based or market-based vesting conditions as of December 31, 2017.The Company has estimated the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model. The expectedvolatility assumption is based on the historical daily price data of the Company’s common stock over a period equivalent to the weighted average expectedlife of the Company’s options. The expected term of options granted is derived using assumed exercise rates based on historical exercise patterns andrepresents the period of time the options granted are expected to be outstanding. The risk-free interest rate is based on the actual U.S. Treasury zero-couponrates for bonds matching the expected term of the option as of the option grant date. The dividend yield of zero is based upon the fact that the Company hasnot historically declared or paid cash dividends, and does not expect to declare or pay dividends in the foreseeable future.The per share weighted-average fair values of stock options granted during 2017, 2016, and 2015 were $2.74, $2.77, and $4.39, respectively. Theweighted-average assumptions used to value options as of their grant date were as follows: Year EndedDecember 31, 2017 2016 2015Risk-free interest rate1.98% 1.43% 1.55%Expected volatility35.7% 38.2% 43.3%Expected life (in years)4.22 4.18 4.17Dividend yield0% 0% 0%93Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)The changes in outstanding stock options for the year ended December 31, 2017, 2016, and 2015 are as follows: Number of Options Weighted AverageExercise Price Weighted AverageRemainingContractual Life(in Years) Aggregate IntrinsicValueOutstanding at December 31, 2016686 $11.41 Granted682 $8.65 Exercised(134) $9.24 Expired, canceled or forfeited(170) $10.46 Outstanding at December 31, 20171,064 $10.06 3.27 $1,268Exercisable at December 31, 2017307 $12.37 1.37 $9Options vested or expected to vest at December 31,20171,064 $10.06 3.27 $1,268 Number of Options Weighted AverageExercise Price Weighted AverageRemainingContractual Life(in Years) Aggregate IntrinsicValueOutstanding at December 31, 20151,177 $11.60 Granted75 $8.90 Exercised(269) $9.06 Expired, canceled or forfeited(297) $13.68 Outstanding at December 31, 2016686 $11.41 2.23 $681Exercisable at December 31, 2016379 $11.39 1.50 $382Options vested or expected to vest at December 31,2016674 $11.42 2.04 $662 Number of Options Weighted AverageExercise Price Weighted AverageRemainingContractual Life(in Years) Aggregate IntrinsicValueOutstanding at December 31, 20141,205 $11.65 Granted120 $12.04 Exercised(10) $8.64 Expired, canceled or forfeited(138) $12.59 Outstanding at December 31, 20151,177 $11.60 2.04 $123Exercisable at December 31, 2015687 $11.60 2.00 $122Options vested or expected to vest at December 31,20151,154 $11.58 1.25 $111The total aggregate intrinsic value of options exercised was $149, $484, and $50 in 2017, 2016, and 2015, respectively. 94Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)As of December 31, 2017, there was $1,789 of total unrecognized compensation expense related to stock options, which is expected to be recognizedover a weighted-average period of 2.99 years. In 2017, 2016, and 2015, the Company recorded compensation charges of $707, $702, and $1,229,respectively, related to stock options. Compensation costs for options subject only to service conditions that vest ratably are recognized on a straight-linebasis over the requisite service period for the entire award. During 2017, 2016, and 2015, cash received under stock option plans for exercises was $1,236,$2,438 and $90, respectively. (b)Restricted StockThe Company granted 271, 424, and 203 restricted stock awards to employees under the terms of the 2016 Plan or the Amended and Restated 2006Stock Incentive Plan (2006 Plan) for the years ended December 31, 2017, 2016, and 2015, respectively. The restricted stock awards generally vest annuallyover four years from the date of grant subject to the recipient remaining an employee through the applicable vesting dates. Compensation expense forrestricted stock awards is measured at fair value on the date of grant based on the number of shares granted and the quoted market closing price of theCompany’s common stock. Such value is recognized as expense over the vesting period of the award, net of forfeitures. The weighted-average grant-date fairvalue of restricted stock granted during 2017, 2016, and 2015 was $8.83, $8.68, and $12.43 per share, respectively.As of December 31, 2017, there was $3,863 of total unrecognized compensation expense related to restricted stock awards, which is expected to berecognized over a weighted-average period of 2.15 years. Compensation costs for awards subject only to service conditions that vest ratably are recognizedon a straight-line basis over the requisite service period for the entire award. Compensation cost for awards initially subject to certain performance conditionsare recognized on a ratable basis over the requisite service period for the entire award. In 2017, 2016, and 2015, the Company recorded compensation chargesof $2,760, $2,938, and $2,422, respectively, related to restricted stock awards.Restricted stock activity under the 2006 Plan and the 2016 Plan for 2017 is as follows: Number ofShares Weighted-averagegrant datefair valueOutstanding at December 31, 2016, unvested644 $10.58Granted271 8.83Vested(269) 11.20Forfeited(42) 9.57Outstanding at December 31, 2017, unvested604 $9.59 (c)Employee Stock Purchase PlanUnder the Company's Amended and Restated 1996 Employee Stock Purchase Plan (ESPP), an aggregate of 1,650 shares of common stock have beenreserved for issuance, of which 954 shares remain available as of December 31, 2017.The ESPP covers all of the Company’s employees. Under the terms of the ESPP, eligible employees can elect to have up to six percent of their pre-taxcompensation withheld to purchase shares of the Company’s common stock on a semi-annual basis. Before the amendment to the plan, the ESPP allowedeligible employees the right to purchase the Company’s common stock on a semi-annual basis at 85% of the market price at the end of each purchase period.Under the amendment, the ESPP now allows eligible employees the right to purchase the Company's common stock on a semi-annual basis at 85% of themarket price on the first or last day of each purchase period, whichever is lower. During 2017, 2016, and 2015, shares issued under this plan were 46, 18, and28 shares, respectively. The Company utilizes the Black-Scholes option-pricing model to calculate the fair value of these discounted purchases. The fairvalue of the 15% discount is recognized as compensation expense over the purchase period. The Company applies a graded vesting approach because theESPP provides for multiple purchase periods and is, in substance, a series of linked awards. In 2017, 2016, and 2015, the Company recorded compensationcharges of $50, $11, and $58, respectively, related to the ESPP. During 2017, 2016, and 2015, cash received under the ESPP was $358, $146, and $291,respectively.95Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)(d)Stock- Based Compensation Expense The following presents stock-based compensation expense, including expense for the ESPP, in the Company's consolidated statements of operationsfor the years ended December 31, 2017, 2016, and 2015. 2017 2016 2015Cost of product sales$298 $321 $317Cost of service sales18 1 —Research and development696 690 619Sales, marketing and support780 1,027 927General and administrative1,726 1,612 1,871 $3,518 $3,651 $3,734(e) Accumulated Other Comprehensive LossComprehensive income (loss) includes net income (loss), unrealized gains and losses from foreign currency translation, and unrealized gains andlosses from available for sale marketable securities and changes in fair value related to interest rate swapderivative instruments, net of tax attributes, which were not material. The components of the Company’s comprehensive income (loss) and the effect onearnings for the periods presented are detailed in the accompanying consolidated statements of comprehensive income (loss). Foreign CurrencyTranslation Unrealized Gain (Loss)on Available for SaleMarketable Securities Interest RateSwaps Total AccumulatedOther ComprehensiveLossBalance, December 31, 2014$(3,156) $4 $(295) $(3,447)Other comprehensive loss beforereclassifications(4,207) (3) (58) (4,268)Amounts reclassified from AOCI to Otherincome, net— — 115 115Net other comprehensive (loss) income,December 31, 2015(4,207) (3) 57 (4,153)Balance, December 31, 2015(7,363) 1 (238) (7,600)Other comprehensive loss beforereclassifications(9,288) (1) (20) (9,309)Amounts reclassified from AOCI to Otherincome, net— — 100 100Net other comprehensive (loss) income,December 31, 2016(9,288) (1) 80 (9,209)Balance, December 31, 2016(16,651) — (158) (16,809)Other comprehensive income (loss) beforereclassifications5,404 (1) 12 5,415Amounts reclassified from AOCI to Otherincome, net— — 77 77Net other comprehensive income (loss),December 31, 20175,404 (1) 89 5,492Balance, December 31, 2017$(11,247) $(1) $(69) $(11,317)For additional information, see Note 2, "Marketable Securities", and see Note 15, "Derivative Instruments and Hedging Activities"96Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)(8)Income TaxesIncome tax expense (benefit) for the years ended December 31, 2017, 2016, and 2015 attributable to (loss) income from operations is presented below. Current Deferred TotalYear ended December 31, 2017 Federal$(41) $6 $(35)State36 — 36Foreign1,857 (762) 1,095 $1,852 $(756) $1,096Year ended December 31, 2016 Federal$227 $3,197 $3,424State144 457 601Foreign2,770 (1,248) 1,522 $3,141 $2,406 $5,547Year ended December 31, 2015 Federal$(555) $(94) $(649)State120 765 885Foreign295 (118) 177 $(140) $553 $41397Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)Actual income tax expense differs from the “expected” income tax (benefit) expense computed by applying the United States Federal statutory incometax rate of 34% to (loss) income before tax expense, as follows: Year Ended December 31, 2017 2016 2015Income tax (benefit) expense at Federal statutory income tax rate$(3,379) $(670) $906Increase (decrease) in income taxes resulting from: State income tax expense, net of federal benefit56 (156) (37)State research and development, investment credits(435) (363) (317)Non-deductible meals & entertainment47 49 33Non-deductible stock compensation expense338 216 181Non-deductible deferred compensation expense— 116 260Subpart F income, net of foreign tax credits1,171 523 61Foreign branch income— 52 —Manufacturing deduction— — (102)Nontaxable interest income— (162) (106)Foreign tax rate differential(902) (1,258) (792)Federal research and development credits(427) (395) (348)Uncertain tax positions189 283 (413)Provision to tax return adjustments8 (95) 80Change in tax rates926 14 (313)Change in valuation allowance3,330 7,425 1,392Foreign research and development incentives(22) (45) (59)Other196 13 (13)Income tax expense$1,096 $5,547 $413(Loss) income before income tax expense determined by tax jurisdiction, are as follows: Year Ended December 31, 2017 2016 2015United States$(13,271) $(7,775) $(570)Foreign3,333 5,805 3,236Total$(9,938) $(1,970) $2,66698Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)Deferred tax assets and liabilities for the periods presented consisted of the following: December 31, 2017 2016Deferred tax assets: Accounts receivable, due to allowance for doubtful accounts$540 $1,104Inventories581 792Operating loss carry-forwards4,725 3,078Stock-based compensation expense696 1,231Property and equipment, due to difference in depreciation190 148Research and development, alternative minimum tax credit carry-forwards4,338 3,031Foreign tax credit carry-forwards2,958 754State tax credit carry-forwards2,958 2,277Warranty reserve495 822Accrued expenses334 432Gross deferred tax assets17,815 13,669Less valuation allowance(16,014) (11,567)Total deferred tax assets1,801 2,102Deferred tax liabilities: Purchased intangible assets(2,705) (3,197)Property and equipment, due to differences in depreciation(1,681) (2,003)Other(29) (11)Total deferred tax liabilities(4,415) (5,211)Net deferred tax liability$(2,614) $(3,109)Net deferred tax asset- non-current$20 $24Net deferred tax liability- non-current$(2,634) $(3,133)As of December 31, 2017, the Company had federal research and development tax credit carry-forwards in the amount of $4,329 and other generalbusiness credits of $9 that expire in years 2026 through 2037. As of December 31, 2017, the Company had foreign tax credit carry-forwards in the amount of$2,958 that expire in years 2026 through 2027. As of December 31, 2017, the Company had state research and development tax credit carry-forwards in theamount of $3,501 that expire in years 2018 through 2024. The Company also had other state tax credit carry-forwards of $243 available to reduce future statetax expense that expire in years 2018 through 2024.The Company’s ability to utilize these net operating loss carry-forwards and tax credit carry-forwards may be limited in the future if the Companyexperiences an ownership change pursuant to Internal Revenue Code Section 382. An ownership change occurs when the ownership percentages of 5% orgreater stockholders change by more than 50% over a three-year period.As of January 1, 2017, the Company adopted Update No. 2016-09. In accordance with Update No. 2016-09, previously unrecognized excess taxbenefits are recognized on a modified retrospective basis. On January 1, 2017, the Company recorded a $1,117 deferred tax asset related to unrecognizedexcess tax benefits with an offsetting adjustment to retained earnings. As the Company had previously recorded a full valuation allowance on its U.S.deferred tax assets, a corresponding increase to the valuation allowance was recorded with an offsetting adjustment to retained earnings.In assessing the realizability of its net deferred tax assets, the Company considered whether it is more likely than not that some portion or all of thedeferred tax assets will not be realized. As of December 31, 2017, the Company concluded that a net increase of $4,447 of the valuation allowance wasappropriate. As part of the Company’s analysis, the Company evaluated, among other factors, its recent history of generating taxable income and its near-termforecasts of future taxable income. The net increase in valuation allowance of $4,447 is composed of expense of $3,330 and an increase of $1,117 related torecording deferred tax assets as a result of the adoption of ASU 2016-09.99Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)As of December 31, 2017, the Company has not provided for U.S. deferred income taxes on undistributed earnings of its foreign subsidiaries ofapproximately $18,328 since these earnings are expected to be indefinitely reinvested. Upon distribution of those earnings in the form of dividends orotherwise, the Company will be subject to additional state income taxes as well as withholding taxes in certain foreign jurisdictions. The amount of taxesattributable to the undistributed earnings is not practicably determinable.The Company establishes reserves for uncertain tax positions based on management’s assessment of exposure associated with tax deductions,permanent tax differences, and tax credits. The tax reserves are analyzed periodically and adjustments are made as events occur that warrant adjustment to thereserve. The Company's policy is to recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense.The aggregate changes in the total gross amount of unrecognized tax benefits are as follows: Year Ended December 31, 2017 2016 2015Unrecognized tax benefits as of January 1$815 $983 $2,487Gross increase in unrecognized tax benefits - prior year tax positions52 — 168Gross increase (decrease) in unrecognized tax benefits due to currencyfluctuations - prior year tax positions43 (131) (116)Gross increase in unrecognized tax benefits - current year tax positions111 293 13Settlements with taxing authorities— (330) (1,569)Lapse of statute of limitations(15) — —Unrecognized tax benefits as of December 31$1,006 $815 $983All unrecognized tax benefits as of December 31, 2017, 2016 and 2015, if recognized, would result in a reduction of the Company's effective tax rate.The Company recorded interest and penalties of $67, $40, and $78 in its statement of operations for the years ended December 31, 2017, 2016, and2015, respectively. Total accrued interest and penalties related to tax positions taken on our tax returns and included in non-current income taxes payablewas approximately $564, $545, and $468 as of December 31, 2017, 2016, and 2015, respectively.The timing of any resolution of income tax examinations is highly uncertain, as are the amounts and timing of any settlement payment. These eventscould cause fluctuations in the balance sheet classification of current and non-current assets and liabilities. The Company estimates that it is reasonablypossible that the balance of unrecognized tax benefits as of December 31, 2017 may decrease approximately $235 in the next twelve months as a result of alapse of statutes of limitation and settlements with taxing authorities.The Company’s tax jurisdictions include the United States, the United Kingdom, Denmark, Cyprus, Norway, Brazil, Singapore, Belgium, theNetherlands, Hong Kong, Japan, and India. In general, the statute of limitations with respect to the Company's United States federal income taxes has expiredfor years prior to 2014, and the relevant state and foreign statutes vary. However, preceding years remain open to examination by United States federal andstate and foreign taxing authorities to the extent of future utilization of net operating losses and research and development tax credits generated in eachpreceding year.100Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)Tax ReformThe 2017 Tax Cuts and Jobs Act (the “Tax Act”), which was signed into law on December 22, 2017, has resulted in significant changes to the U.S.corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domesticdeductions and credits and limitations on the deductibility of interest expense and executive compensation. The 2017 Tax Act also transitions internationaltaxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which has the effect ofsubjecting certain earnings of our foreign subsidiaries to U.S. taxation as global intangible low-taxed income (GILTI). These changes are effective beginningin 2018.The 2017 Tax Act also includes a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries' previously untaxed foreignearnings (the “Transition Toll Tax”).Changes in tax rates and tax laws are accounted for in the period of enactment. Therefore, during the year ended December 31, 2017, the Companyrecorded a reduction in our deferred tax assets and corresponding valuation allowance of $1,780 and a net tax benefit of $54 related to the Company's currentestimate of the provisions of the 2017 Tax Act.The Securities and Exchange Commission released Staff Accounting Bulletin (SAB) No. 118 to provide guidance to companies on how to implementthe accounting and disclosure changes as a result of the Tax Act. The SEC staff guidance has recognized that, due to the complexity and timing of the releaseof the Tax Act, the accounting for this change in the law may be incomplete upon issuance of a company's financial statements for the reporting period inwhich the Tax Act was enacted. SAB No. 118 states that if a company can determine a reasonable estimate for the effects of the Tax Act then this estimate canbe included in the financial statements. The Company has made a preliminary estimate of the Transition Toll Tax and the remeasurement of our deferred taxassets and liabilities as of December 31, 2017. The preliminary estimate is subject to change as we finalize our analysis and as interpretations of theprovisions of the 2017 Tax Act continue to develop. The final determination of the Transition Toll Tax and the remeasurement of our deferred tax assets andliabilities will be completed as additional information becomes available, but no later than one year from the enactment of the 2017 Tax Act. U.S. Treasuryregulations, administrative interpretations or court decisions interpreting the 2017 Tax Act may require further adjustments and changes in our estimates,which could have a material adverse effect on our business, results of operations, financial position and cash flows.Transition Toll TaxThe 2017 Tax Act eliminates the deferral of U.S. income tax on historical unrepatriated earnings by imposing the Transition Toll Tax, which is a one-time mandatory deemed repatriation tax on undistributed foreign earnings. The Transition Toll Tax is assessed on the U.S. shareholder's share of the foreigncorporation's accumulated foreign earnings that have not previously been taxed. Earnings in the form of cash and cash equivalents will be taxed at a rate of15.5% and all other earnings will be taxed at a rate of 8.0%.As of December 31, 2017, the Company has included $7,818 of foreign earnings and profits in U.S. taxable income and included an additional $1,935of foreign tax credits in deferred assets under the Transition Toll Tax. The Company's valuation allowance on deferred tax assets was reduced by $802 as aresult of the Transition Toll Tax.At December 31, 2017, we considered all of our foreign earnings to be permanently reinvested outside the U.S. as we continue to evaluate theimplications of the 2017 Tax Act on the Company.Effect on Deferred Tax Assets and Liabilities and other AdjustmentsOur deferred tax assets and liabilities are measured at the enacted tax rate expected to apply when these temporary differences are expected to berealized or settled.As the Company's U.S. deferred tax assets exceed the balance of its deferred tax liabilities at the date of enactment, the Company has recorded areduction in deferred tax assets of $926 and a corresponding decrease in the related valuation allowance to reflect the decrease in the U.S. corporate incometax rate and other changes to U.S. tax law.101Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)Status of AssessmentThe preliminary estimate of the Transition Toll Tax and remeasurement of deferred tax assets and liabilities is subject to the finalization ofmanagement’s analysis related to certain matters, such as developing interpretations of the provisions of the 2017 Tax Act, changes to certain estimates andamounts related to the earnings and profits of certain subsidiaries and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations orcourt decisions interpreting the 2017 Tax Act may require further adjustments and changes in our estimates.The final determination of the Transition Toll Tax and the remeasurement of our deferred assets and liabilities will be completed as additionalinformation becomes available, but no later than one year from the enactment of the 2017 Tax Act.(9) Goodwill and Intangible AssetsThe Company’s goodwill and intangible assets are associated with the purchase of Virtek Communication (now KVH Industries Norway AS) inSeptember 2010, Headland Media Limited (now known as the KVH Media Group) in May 2013, and Videotel in July 2014. Intangibles arising from theacquisition made prior to 2013 were amortized on a straight-line basis over an estimated useful life of 7 years. Intangibles arising from the acquisition of KVHMedia Group are being amortized on a straight-line basis over the estimated useful life of: (i) 10 years for acquired subscriber relationships, (ii) 15 years fordistribution rights, (iii) 3 years for internally developed software and (iv) 2 years for proprietary content. Intangibles arising from the acquisition of Videotelare being amortized on a straight-line basis over the estimated useful life of: (i) 8 years for acquired subscriber relationships, (ii) 5 years for favorable leases,(iii) 4 years for internally developed software and (iv) 5 years for proprietary content. The intangibles arising from the KVH Media Group and Videotelacquisitions were recorded in pounds sterling and fluctuations in exchange rates could cause these amounts to increase or decrease from time to time.In January 2017, the Company completed the acquisition of certain subscriber relationships from a third party. This acquisition did not meet thedefinition of a business under ASC 2017-01, Business Combinations (Topic 805)-Clarifying the Definition of a Business, which the Company adopted onOctober 1, 2016. The Company ascribed $100 of the initial purchase price to the acquired subscriber relationships definite-lived intangible assets with aninitial estimated useful life of 10 years. Under the asset purchase agreement, the purchase price includes a component of contingent consideration underwhich the Company is required to pay a percentage of recurring revenues received from the acquired subscriber relationships through 2026 up to a maximumannual payment of $114. As the acquisition did not represent a business combination, the contingent consideration arrangement is recognized only when thecontingency is resolved and the consideration is paid or becomes payable. The amounts payable under the contingent consideration arrangement, if any, willbe included in the measurement of the cost of the acquired subscriber relationships. During the year ended December 31, 2017, $33 in consideration wasearned under the contingent consideration arrangement.102Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)Intangible assets are subject to amortization. The following table summarizes other intangible assets as of December 31, 2017 and 2016, respectively: GrossCarryingAmount AccumulatedAmortization Net CarryingValueDecember 31, 2017 Subscriber relationships$17,912 $8,347 $9,565Distribution rights4,385 1,450 2,935Internally developed software2,324 2,206 118Proprietary content8,223 5,908 2,315Intellectual property2,284 2,284 —Favorable lease648 461 187 $35,776 $20,656 $15,120December 31, 2016 Subscriber relationships$16,888 $6,431 $10,457Distribution rights4,122 1,180 2,942Internally developed software2,301 1,904 397Proprietary content7,960 4,431 3,529Intellectual property2,284 2,056 228Favorable lease627 342 285 $34,182 $16,344 $17,838Amortization expense related to intangible assets was $4,312, $4,956, and $5,526 for years ended December 31, 2017, 2016, and 2015, respectively.Amortization expense related to intangible assets for the years ended years ended December 31, 2017, 2016, and 2015 was as follows:Expense Category2017 2016 2015Cost of service sales$1,477 $2,068 $1,978General administrative expense2,835 2,888 3,548Total amortization expense$4,312 $4,956 $5,526As of December 31, 2017, the total weighted average remaining useful lives of the definite-lived intangible assets was 4.2 years and the weightedaverage remaining useful lives by the definite-lived intangible asset category are as follows:Intangible AssetWeighted Average Remaining Useful Life inYearsSubscriber relationships4.9Distribution rights10.3Internally developed software0.4Proprietary content1.5Favorable lease1.5103Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)Estimated future amortization expense for intangible assets recorded by the Company at December 31, 2017 is as follows:Years ending December 31,AmortizationExpense2018$4,08220193,12220202,29220212,29220221,505Thereafter1,827Total amortization expense$15,120The changes in the carrying amount of intangible assets during the year ended December 31, 2017 is as follows: 2017Balance at January 1$17,838Amortization expense(4,312)Intangibles assets acquired in asset acquisition133Foreign currency translation adjustment1,461Balance at December 31$15,120Goodwill is recorded when the consideration for an acquisition exceeds the fair value of net tangible and identifiable intangible assets acquired. All ofthe Company's goodwill as of December 31, 2017 relates to its mobile connectivity reportable segment. None of the Company's goodwill is deductible for taxpurposes. The changes in the carrying amount of goodwill during the year ended December 31, 2017 is as follows: GoodwillBalance at January 1, 2016$36,747Foreign currency translation adjustment(5,404)Balance at December 31, 201631,343Foreign currency translation adjustment2,529Balance at December 31, 2017$33,872(10) 401(k) PlanThe Company has a 401(k) Plan (the Plan) for all eligible employees. Participants may defer a portion of their pre-tax earnings subject to limitsdetermined by the Internal Revenue Service. Participants age 50 or older may be eligible to make additional contributions. As of December 31, 2017, theCompany matches one half of the first 6% contributed by the Plan participants. The Company’s contributions vest over a five-year period from the date ofhire. Total Company matching contributions were $683, $671, and $608 for the years ended December 31, 2017, 2016, and 2015, respectively. In addition,the Company may make contributions to the Plan at the discretion of the Compensation Committee of the Board of Directors. There were no discretionarycontributions in 2017, 2016, or 2015.104Table of Contents(11) Business and Credit ConcentrationsThe Company had no customers that accounted for 10% or more of its consolidated net sales for the years ended December 31, 2017, 2016, and 2015,respectively. The Company had one customer that accounted for 17% of accounts receivable as of December 31, 2015, and all amounts were collected within2016 in accordance with the contractual payment terms. The Company had no customers who account for 10% or more of the Company's consolidatedaccounts receivable as of December 31, 2017 or December 31, 2016.(12) Segment ReportingIn the fourth quarter of 2016, the Company concluded that it has two operating segments, which are also reportable segments, and were organizedbased on products and services. The Company’s reportable segments are:•Mobile connectivity, and•Inertial navigationThe Company’s Chief Operating Decision Maker (CODM), whom the Company has identified as its Chief Executive Officer, primarily evaluates thebusiness and assesses performance based on the revenue and operating income of the segments. The Company does not allocate interest, taxes, and certaincorporate-level costs to its reportable segments, as discussed further below.The financial results of each segment are based on revenues from external customers, cost of revenue and operating expenses that are directlyattributable to the segment and an allocation of costs from shared functions. These shared functions include, but are not limited to, facilities, humanresources, information technology, and engineering. Allocations are made based on management’s judgment of the most relevant factors, such as head count,number of customer sites, or other operational data that contributes to the shared costs. Certain corporate-level costs have not been allocated as they are notattributable to either segment. These costs primarily consist of broad corporate functions, including executive, legal, finance, and costs associated withcorporate actions. Segment-level asset information has not been provided as such information is not reviewed by the CODM for purposes of assessingsegment performance and allocating resources. There are no inter-segment sales or transactions.The Company's performance is impacted by the levels of activity in the marine and land mobile markets and defense sectors, among others.Performance in any particular period could be impacted by the timing of sales to certain large customers.The mobile connectivity segment primarily manufactures and distributes a comprehensive family of mobile satellite antenna products and servicesthat provide access to television, the Internet and voice services while on the move. Product sales within the mobile connectivity segment accountedfor approximately 20%, 23% and 23% of our consolidated net sales for 2017, 2016 and 2015, respectively. Sales of mini-VSAT Broadband airtime serviceaccounted for approximately 41%, 37%, and 35% of our consolidated net sales for 2017, 2016, 2015, respectively. Sales of content and training sales withinthe mobile connectivity segment accounted for approximately 20%, 20% and 21% of our consolidated net sales for 2017, 2016 and 2015, respectively.The inertial navigation segment manufactures and distributes a portfolio of digital compass and fiber optic gyro (FOG)-based systems that address therigorous requirements of military and commercial customers and provide reliable, easy-to-use and continuously available navigation and pointing data. Theprincipal product categories in this segment include the FOG based inertial measurement units (IMUs) for precision guidance, FOGs for tactical navigation aswell as pointing and stabilization systems, and digital compasses that provide accurate heading information for demanding applications, security,automation and access control equipment and systems. Sales of FOG-based guidance and navigation systems within the inertial navigation segmentaccounted for approximately 13%, 10%, and 10% of consolidated net sales for 2017, 2016, and 2015, respectively.No other single product class accounts for 10% or more of consolidated net sales.The Company operates in a number of major geographic areas, including internationally. Revenues from international locations, primarily consistingof Canada, European countries, both inside and outside the European Union, as well as Africa, Asia/Pacific, the Middle East, and India. Revenues are basedupon customer location and internationally represented 62%, 63%, and 67% of consolidated net sales for 2017, 2016 and 2015, respectively. No individualforeign country represented 10% or more of the Company's consolidated net sales for 2017. Sales to Canada represented 11% and 10% of net sales for 2016and 2015, respectively. No other individual foreign country represented 10% or more of the Company’s consolidated net sales for 2016 or 2015.105Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)As of December 31, 2017 and 2016, the long-lived tangible assets related to the Company’s international subsidiaries were less than 10% of theCompany’s long-lived tangible assets and were deemed not material.Net sales and operating (loss) earnings for the Company's reporting segments and the Company's (loss) income before income tax expense for the yearsended December 31, 2017, 2016, and 2015 were as follows: For the year ended December 31, 2017 2016 2015Net sales: Mobile connectivity$132,227 $141,507 $147,809Inertial navigation27,861 34,615 36,825Consolidated net sales$160,088 $176,122 $184,634 Operating earnings (loss): Mobile connectivity$7,334 $10,041 $9,459Inertial navigation556 5,272 7,934Subtotal7,890 15,313 17,393Unallocated, net(16,654) (16,635) (14,185)Consolidated (loss) operating earnings(8,764) (1,322) 3,208Net interest and other expense(1,174) (648) (542)(Loss) income before income tax expense$(9,938) $(1,970) $2,666Depreciation expense and amortization expense for the Company's segments are presented in the table that follows for the periods presented: For the year ended December 31, 2017 2016 2015Depreciation expense: Mobile connectivity$5,720 $6,084 $5,843Inertial navigation928 1,063 961Unallocated77 461 389Total consolidated depreciation expense$6,725 $7,608 $7,193 Amortization expense: Mobile connectivity$4,312 $4,956 $5,526Inertial navigation— — —Unallocated— — —Total consolidated amortization expense$4,312 $4,956 $5,526106Table of ContentsKVH INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)December 31, 2017, 2016, and 2015(in thousands except per share amounts)(13) Share Buyback ProgramOn November 26, 2008, the Company’s Board of Directors authorized a program to repurchase up to 1,000 shares of the Company’s common stock. Asof December 31, 2017, 341 shares of the Company’s common stock remain available for repurchase under the authorized program. The repurchase program isfunded using the Company’s existing cash, cash equivalents, marketable securities and future cash flows. Under the repurchase program, the Company, atmanagement’s discretion, may repurchase shares on the open market from time to time, in privately negotiated transactions or block transactions, or throughan accelerated repurchase agreement. The timing of such repurchases depends on availability of shares, price, market conditions, alternative uses of capital,and applicable regulatory requirements. The program may be modified, suspended or terminated at any time without prior notice. The repurchase program hasno expiration date. There were no other repurchase programs outstanding during the year ended December 31, 2017 and no repurchase programs expiredduring the period.During the years ended December 31, 2017, 2016, and 2015, the Company did not repurchase any shares of its common stock in open markettransactions.(14) Fair Value MeasurementsASC 820, Fair Value Measurements and Disclosures, provides a framework for measuring fair value and requires expanded disclosures regarding fairvalue measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in theprincipal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 alsoestablishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenmeasuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:Level 1:Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. TheCompany’s Level 1 assets are investments in money market mutual funds, United States treasuries, and certificates of deposit.Level 2:Quoted prices for similar assets or liabilities in active markets; or observable prices that are based on observable market data, based ondirectly or indirectly market-corroborated inputs. The Company’s Level 2 assets are investments in certain corporate notes and its Level 2liabilities are interest rate swaps.Level 3:Unobservable inputs that are supported by little or no market activity, and are developed based on the best information available given thecircumstances. The Company has no Level 3 assets.Assets and liabilities measured at fair value are based the valuation techniques identified in the table below. The valuation techniques are:(a)Market approach—prices and other relevant information generated by market transactions involving identical or comparable assets.(b)The valuations of the interest rate swaps intended to mitigate the Company’s interest rate risk are determined with the assistance of a third-partyfinancial institution using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of eachinstrument. This analysis utilizes observable market-based inputs, including interest rate curves and interest rate volatility, and reflects thecontractual terms of these instruments, including the period to maturity.The following tables present financial assets and liabilities at December 31, 2017 and December 31, 2016 for which the Company measures fair valueon a recurring basis, by level, within the fair value hierarchy: 107Table of ContentsDecember 31, 2017Total Level 1 Level 2 Level 3 ValuationTechniqueAssets Money market mutual funds$7,318 $7,318 $— $— (a)United States treasuries1,001 1,001 — — (a)Liabilities Interest rate swaps$69 $— $69 $— (b)December 31, 2016Total Level 1 Level 2 Level 3 ValuationTechniqueAssets Money market mutual funds$21,848 $21,848 $— $— (a)Certificates of deposit3,864 3,864 — — (a)Liabilities Interest rate swaps$158 $— $158 $— (b)Certain financial instruments are carried at cost on the consolidated balance sheets, which approximates fair value due to their short-term, highlyliquid nature. These instruments include cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses.Assets Measured and Recorded at Fair Value on a Nonrecurring BasisThe Company's non-financial assets, such as goodwill, intangible assets, and other long-lived assets resulting from business combinations, aremeasured at fair value using income approach valuation methodologies at the date of acquisition and subsequently re-measured if an impairment exists.There were no impairments of the Company’s non-financial assets noted as of December 31, 2017 or 2016. The Company does not have any liabilities thatare recorded at fair value on a non-recurring basis.(15) Derivative Instruments and Hedging ActivitiesEffective April 1, 2010, in order to reduce the volatility of cash outflows that arise from changes in interest rates, the Company entered into twointerest rate swap agreements. These interest rate swap agreements are intended to hedge the Company’s mortgage loan related to its headquarters facility inMiddletown, Rhode Island by fixing the interest rates specified in the mortgage loan to 5.9% for half of the principal amount outstanding and 6.1% for theremaining half of the principal amount outstanding as of April 1, 2010 until the mortgage loan expires on April 16, 2019. The Company does not usederivatives for speculative purposes. For a derivative that is designated as a cash flow hedge, changes in the fair value of the derivative are recognized inaccumulated other comprehensive loss to the extent the derivative is effective at offsetting the changes in the cash flows being hedged until the hedged itemaffects earnings. To the extent there is any hedge ineffectiveness, changes in fair value relating to the ineffective portion are immediately recognized inearnings in other income (expense) in the Consolidated Statements of Income. The interest rate swap is recorded within accrued other liabilities on thebalance sheet. The critical terms of the interest rate swaps were designed to mirror the terms of the Company’s mortgage loans. The Company designatedthese derivatives as cash flow hedges of the variability of the LIBOR-based interest payments on principal over a nine-year period, which ends on April 1,2019. As of December 31, 2017, the Company determined that the existence of hedge ineffectiveness, if any, was immaterial and all changes in the fair valueof the interest rate caps were recorded in the Consolidated Statements of Comprehensive Loss as a component of accumulated other comprehensive loss.As of December 31, 2017, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest raterisk:Interest Rate DerivativesNotional(in thousands) Asset(Liability) Effective Date Maturity Date Index Strike RateInterest rate swap$1,389 (33) April 1, 2010 April 1, 2019 1-month LIBOR 5.91%Interest rate swap$1,389 (36) April 1, 2010 April 1, 2019 1-month LIBOR 6.07%108Table of Contents(16) Legal MattersFrom time to time, the Company is involved in litigation incidental to the conduct of its business. In the ordinary course of business, the Company is aparty to inquiries, legal proceedings and claims including, from time to time, disagreements with vendors and customers. The Company is not a party to anylawsuit or proceeding that, in management's opinion, is likely to materially harm the Company's business, results of operations, financial condition or cashflows.Advanced Media Networks, L.L.C., or AMN, filed suit in the United States District Court for the District of Rhode Island against us for allegedlyinfringing two of its patents, seeking unspecified monetary damages and other relief. The Company settled this claim in January 2016 with a payment of cashto AMN.(17) Quarterly Financial Results (Unaudited)The following financial information for interim periods includes transactions which affect comparability of the quarterly results for the years endedDecember 31, 2017 and 2016.Financial information for interim periods was as follows: FirstQuarter SecondQuarter ThirdQuarter FourthQuarter (in thousands, except per share amounts)2017 Product sales$14,863 $14,323 $14,169 $13,613Service sales25,348 26,126 26,281 25,365Cost of product sales10,539 9,295 9,578 8,062Cost of service sales13,268 13,094 13,374 12,956Operating expenses20,874 19,428 19,299 19,085Loss from operations(4,470) (1,368) (1,801) (1,125)Net loss$(4,885) $(2,026) $(2,438) $(1,685)Net loss per share (a): Basic$(0.30) $(0.12) $(0.15) $(0.10)Diluted$(0.30) $(0.12) $(0.15) $(0.10)2016 Product sales$15,382 $20,062 $19,020 $18,611Service sales24,998 25,904 26,826 25,319Cost of product sales10,670 12,989 11,001 11,674Cost of service sales12,991 13,259 13,576 13,140Operating expenses20,093 20,411 18,256 19,384(Loss) income from operations(3,374) (693) 3,013 (268)Net (loss) income$(2,791) $(806) $2,863 $(6,783)Net (loss) income per share (a): Basic$(0.18) $(0.05) $0.18 $(0.43)Diluted$(0.18) $(0.05) $0.18 $(0.43) (a)Net (loss) income per share is computed independently for each of the quarters. Therefore, the net (loss) income per share for the four quarters may notequal the annual net (loss) income per share data.(18) Subsequent EventOn February 27, 2018, we entered into a stock purchase agreement with SKY Perfect JSAT Corporation, or SJC, pursuant to which we agreed to sell376,569 shares of our common stock to SJC for a purchase price of $11.95 per share, or an aggregate of $4.5 million, in a private placement. The transactionclosed on February 28, 2018.109Exhibit 4.1Exhibit 4.1 Exhibit 21.1List of Subsidiaries KVH Industries A/SDenmark KVH Industries Pte. Ltd.Singapore KVH Industries Brasil Comunicacao Por Satelite Ltda.Brazil KVH Industries Norway ASNorway KVH Industries Japan Co. Ltd.Japan KVH Industries UK Ltd.United Kingdom KVH Media Group Ltd.United Kingdom KVH Media Group Entertainment Ltd.United Kingdom KVH Media Group Communication Ltd.United Kingdom KVH Media Group International Ltd.United Kingdom KVH Media Group Ltd.Cyprus Good Morning News Sprl.Belgium KVH Media Group ApSDenmark KVH Media Group Communication, Inc.United States KVH Media Group, Inc.United States Super Dragon Ltd.Hong Kong Videotel Consultants and Rentals Ltd.United Kingdom Videotel Marine International Ltd.United Kingdom Videotel Training Services Ltd.United Kingdom Videotel Marine Asia Ltd.Hong Kong Videotel Pte. Ltd.Singapore KVH Media Group India Private LtdIndia Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe have issued our reports dated March 2, 2018, with respect to the consolidated financial statements and internal control over financial reporting includedin the Annual Report of KVH Industries, Inc. on Form 10-K for the year ended December 31, 2017. We consent to the incorporation by reference of saidreports in the Registration Statements of KVH Industries, Inc. on Form S-3 (File No. 333-218857) and Forms S-8 (Nos. 333-212959, 333-190541, 333-168406, 333-160230, 333-141404, 333-112341, 333-67556, and 333-08491)./s/ Grant Thornton LLP Boston, MassachusettsMarch 2, 2018Exhibit 31.1CertificationI, Martin A. Kits van Heyningen, certify that:1. I have reviewed this annual report on Form 10-K of KVH Industries, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 2, 2018 /s/ Martin A. Kits van Heyningen Martin A. Kits van Heyningen President, Chief Executive Officer and Chairman of the Board Exhibit 31.2CertificationI, Donald W. Reilly, certify that:1. I have reviewed this annual report on Form 10-K of KVH Industries, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: March 2, 2018 /s/ Donald W. Reilly Donald W. Reilly Chief Financial Officer Exhibit 32.1CERTIFICATION PURSUANT TO18 U.S.C. 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report on Form 10-K of KVH Industries, Inc. (the “Company”) for the year ended December 31, 2017, as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), each of the undersigned President, Chief Executive Officer and Chairman of theBoard, and Chief Financial Officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934; and2.The information contained in the Report fairly presents, in all material respects, the by /s/ Martin A. Kits van Heyningen /s/ Donald W. Reilly Martin A. Kits van Heyningen Donald W. Reilly President, Chief Executive Officer and Chief Financial Officer Chairman of the Board Date:March 2, 2018 Date:March 2, 2018

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