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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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05-0420589
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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50 Enterprise Center, Middletown, RI 02842
(Address of Principal Executive Offices) (Zip Code) |
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(401) 847-3327
(Registrant’s Telephone Number, Including Area Code)
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Large accelerated filer
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o
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Accelerated filer
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ý
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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Date
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Class
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Outstanding shares
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October 31, 2017
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Common Stock, par value $0.01 per share
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17,109,956
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Page No.
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ITEM 1.
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|
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Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016
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|
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Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016 (unaudited)
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Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2017 and 2016 (unaudited)
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Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)
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ITEM 2.
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ITEM 3.
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ITEM 4.
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||
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 5.
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ITEM 6.
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September 30,
2017 |
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December 31,
2016 |
||||
ASSETS
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(unaudited)
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|
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||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
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$
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35,375
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|
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$
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26,422
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Marketable securities
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8,297
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|
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25,712
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||
Accounts receivable, net of allowance for doubtful accounts of $2,710 and $3,477 as of September 30, 2017 and December 31, 2016, respectively
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29,062
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|
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31,152
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||
Inventories
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21,650
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|
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20,745
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Prepaid expenses and other current assets
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5,056
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4,801
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Total current assets
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99,440
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108,832
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Property and equipment, less accumulated depreciation of $49,907 and $45,766 as of September 30, 2017 and December 31, 2016, respectively
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42,603
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|
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36,586
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Intangible assets, less accumulated amortization of $19,610 and $16,344 as of September 30, 2017 and
December 31, 2016, respectively |
16,047
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|
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17,838
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Goodwill
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33,674
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|
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31,343
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Other non-current assets
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5,891
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5,134
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Non-current deferred income tax asset
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25
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|
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24
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Total assets
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$
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197,680
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$
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199,757
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
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||||
Current liabilities:
|
|
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|
||||
Accounts payable
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$
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11,944
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$
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8,436
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Accrued compensation and employee-related expenses
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7,003
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4,766
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Accrued other
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8,828
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|
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8,317
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Accrued product warranty costs
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2,315
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2,280
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Deferred revenue
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9,218
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|
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6,661
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Current portion of long-term debt
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2,479
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|
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7,900
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Liability for uncertain tax positions
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1,538
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|
|
1,283
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Total current liabilities
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43,325
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|
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39,643
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Other long-term liabilities
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26
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|
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326
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|
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Long-term debt, excluding current portion
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45,193
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50,153
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Non-current deferred income tax liability
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3,406
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3,133
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Total liabilities
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$
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91,950
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$
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93,255
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Commitments and contingencies (Note 12)
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||||
Stockholders’ equity:
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|
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|
||||
Preferred stock, $0.01 par value. Authorized 1,000,000 shares; none issued
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—
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|
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—
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Common stock, $0.01 par value. Authorized 30,000,000 shares; 18,754,697 and 18,420,914 shares issued at September 30, 2017 and December 31, 2016, respectively; and 17,095,706 and 16,761,923 shares outstanding at September 30, 2017 and December 31, 2016, respectively
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188
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|
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184
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|
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Additional paid-in capital
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133,173
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|
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129,660
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(Accumulated deficit) retained earnings
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(2,732
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)
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6,617
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Accumulated other comprehensive loss
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(11,749
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)
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(16,809
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)
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||
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118,880
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|
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119,652
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||
Less: treasury stock at cost, common stock, 1,658,991 shares as of September 30, 2017 and December 31, 2016
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(13,150
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)
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(13,150
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)
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||
Total stockholders’ equity
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105,730
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|
|
106,502
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Total liabilities and stockholders’ equity
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$
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197,680
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|
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$
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199,757
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
|
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September 30,
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||||||||||||
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2017
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|
2016
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2017
|
|
2016
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||||||||
Sales:
|
|
|
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|
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|
||||||||
Product
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$
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14,169
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$
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19,020
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|
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$
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43,355
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|
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$
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54,464
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Service
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26,281
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|
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26,826
|
|
|
77,755
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|
|
77,728
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|
||||
Net sales
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40,450
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|
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45,846
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|
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121,110
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|
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132,192
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|
||||
Costs and expenses:
|
|
|
|
|
|
|
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||||||||
Costs of product sales
|
9,578
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|
|
11,001
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|
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29,412
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|
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34,660
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|
||||
Costs of service sales
|
13,374
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|
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13,576
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|
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39,736
|
|
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39,826
|
|
||||
Research and development
|
3,990
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|
|
3,940
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|
|
11,698
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|
|
11,760
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|
||||
Sales, marketing and support
|
8,234
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|
|
7,978
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|
|
25,098
|
|
|
25,870
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|
||||
General and administrative
|
7,075
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|
|
6,338
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|
|
22,805
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|
|
21,130
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|
||||
Total costs and expenses
|
42,251
|
|
|
42,833
|
|
|
128,749
|
|
|
133,246
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|
||||
(Loss) income from operations
|
(1,801
|
)
|
|
3,013
|
|
|
(7,639
|
)
|
|
(1,054
|
)
|
||||
Interest income
|
166
|
|
|
130
|
|
|
491
|
|
|
353
|
|
||||
Interest expense
|
379
|
|
|
353
|
|
|
1,081
|
|
|
1,081
|
|
||||
Other (expense) income, net
|
(141
|
)
|
|
(56
|
)
|
|
(321
|
)
|
|
11
|
|
||||
(Loss) income before income tax expense (benefit)
|
(2,155
|
)
|
|
2,734
|
|
|
(8,550
|
)
|
|
(1,771
|
)
|
||||
Income tax expense (benefit)
|
283
|
|
|
(129
|
)
|
|
799
|
|
|
(1,037
|
)
|
||||
Net (loss) income
|
$
|
(2,438
|
)
|
|
$
|
2,863
|
|
|
$
|
(9,349
|
)
|
|
$
|
(734
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income per common share
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
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(0.15
|
)
|
|
$
|
0.18
|
|
|
$
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(0.57
|
)
|
|
$
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(0.05
|
)
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
16,469
|
|
|
15,845
|
|
|
16,393
|
|
|
15,798
|
|
||||
Diluted
|
16,469
|
|
|
15,915
|
|
|
16,393
|
|
|
15,798
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net (loss) income
|
$
|
(2,438
|
)
|
|
$
|
2,863
|
|
|
$
|
(9,349
|
)
|
|
$
|
(734
|
)
|
Other comprehensive income (loss), net of tax
(1)
:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Foreign currency translation adjustment
|
1,956
|
|
|
(2,238
|
)
|
|
4,997
|
|
|
(7,386
|
)
|
||||
Unrealized gain on derivative instruments, net
(2)
|
19
|
|
|
37
|
|
|
64
|
|
|
26
|
|
||||
Other comprehensive income (loss), net of tax
|
1,977
|
|
|
(2,201
|
)
|
|
5,060
|
|
|
(7,360
|
)
|
||||
Total comprehensive (loss) income
|
$
|
(461
|
)
|
|
$
|
662
|
|
|
$
|
(4,289
|
)
|
|
$
|
(8,094
|
)
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(9,349
|
)
|
|
$
|
(734
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Provision for doubtful accounts
|
637
|
|
|
379
|
|
||
Depreciation and amortization
|
8,222
|
|
|
9,090
|
|
||
Deferred income taxes
|
—
|
|
|
(888
|
)
|
||
Loss on disposals of fixed assets
|
21
|
|
|
799
|
|
||
Compensation expense related to stock-based awards and employee stock purchase plan
|
2,621
|
|
|
2,792
|
|
||
Unrealized currency translation (gain) loss
|
(205
|
)
|
|
894
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
1,975
|
|
|
10,819
|
|
||
Inventories
|
(896
|
)
|
|
421
|
|
||
Prepaid expenses and other current assets
|
(200
|
)
|
|
(2,932
|
)
|
||
Other non-current assets
|
(685
|
)
|
|
(2,190
|
)
|
||
Accounts payable
|
2,910
|
|
|
(1,168
|
)
|
||
Deferred revenue
|
2,167
|
|
|
3,829
|
|
||
Accrued other
|
2,478
|
|
|
(2,029
|
)
|
||
Other long-term liabilities
|
(305
|
)
|
|
(113
|
)
|
||
Net cash provided by operating activities
|
$
|
9,391
|
|
|
$
|
18,969
|
|
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(10,234
|
)
|
|
(4,791
|
)
|
||
Cash paid for acquisition of intangible asset
|
(55
|
)
|
|
—
|
|
||
Purchases of marketable securities
|
(9,351
|
)
|
|
(10,629
|
)
|
||
Maturities and sales of marketable securities
|
26,766
|
|
|
4,563
|
|
||
Net cash provided by (used in) investing activities
|
$
|
7,126
|
|
|
$
|
(10,857
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Repayments of long-term debt
|
(1,606
|
)
|
|
(1,014
|
)
|
||
Repayments of term note borrowings
|
(8,775
|
)
|
|
(3,656
|
)
|
||
Payment of employee restricted stock withholdings
|
(392
|
)
|
|
(313
|
)
|
||
Proceeds from stock options exercised and employee stock purchase plan
|
1,332
|
|
|
390
|
|
||
Net cash used in financing activities
|
$
|
(9,441
|
)
|
|
$
|
(4,593
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
1,877
|
|
|
(1,139
|
)
|
||
Net increase in cash and cash equivalents
|
8,953
|
|
|
2,380
|
|
||
Cash and cash equivalents at beginning of period
|
26,422
|
|
|
22,719
|
|
||
Cash and cash equivalents at end of period
|
$
|
35,375
|
|
|
$
|
25,099
|
|
Supplemental disclosure of non-cash investing activities:
|
|
|
|
||||
Changes in accrued liabilities and accounts payable related to fixed asset additions
|
$
|
402
|
|
|
$
|
—
|
|
Deferred purchase price consideration related to asset acquisition included in accrued expenses
|
$
|
50
|
|
|
$
|
—
|
|
•
|
changes in the Company's overall organizational structure, including the appointment of a Chief Operating Officer and a new Chief Financial Officer;
|
•
|
the completion of the Company's planning process for 2017, as a result of which the Company changed how it will measure and assess its financial performance; and
|
•
|
the Company's process for measuring incentive compensation for key executives in 2016 and later years.
|
(4)
|
Marketable Securities
|
September 30, 2017
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Money market mutual funds
|
$
|
5,545
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,545
|
|
United States treasuries
|
2,010
|
|
|
—
|
|
|
(1
|
)
|
|
2,009
|
|
||||
Certificates of deposit
|
743
|
|
|
—
|
|
|
—
|
|
|
743
|
|
||||
Total marketable securities designated as available-for-sale
|
$
|
8,298
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
8,297
|
|
December 31, 2016
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Money market mutual funds
|
$
|
21,848
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,848
|
|
Certificates of deposit
|
3,864
|
|
|
—
|
|
|
—
|
|
|
3,864
|
|
||||
Total marketable securities designated as available-for-sale
|
$
|
25,712
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,712
|
|
September 30, 2017
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in less than one year
|
$
|
2,753
|
|
|
$
|
2,752
|
|
December 31, 2016
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in less than one year
|
$
|
3,864
|
|
|
$
|
3,864
|
|
•
|
The adoption of ASC Update No. 2016-09 requires all income tax adjustments to be recorded in the consolidated statements of operations. The cumulative adjustment upon adoption to accumulated earnings was zero since the increase in net deferred tax assets was fully offset by a corresponding increase in the deferred tax asset valuation allowance. The amount of deferred tax assets that had not been previously recognized due 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 be presented as a cash flow provided by (used in) financing activities in the Consolidated Statements of Cash Flows, with a corresponding adjustment to operating cash flows.
|
•
|
In the diluted net earnings per share calculation, when applying the treasury stock method for shares that could be repurchased, the assumed proceeds no longer include the amount of excess tax benefit. This provision, which is only applicable on a prospective basis, did not have an impact on the Company's diluted net earnings per share calculation for the three and
nine months ended
September 30, 2017
.
|
•
|
The Company has elected to account for forfeitures on share-based payments as these forfeitures occur, which represents a change from the accounting previously required under ASC Topic 718. As a result, future forfeitures could result in a significant reversal of stock-based compensation expense recognized in the period in which such forfeitures occur. During the three and
nine months ended
September 30, 2017
, as a result of share-based award forfeitures, the Company recorded a reversal of previously recognized stock-based compensation expense of
$71
and
$128
, respectively. In addition, had the Company continued to account for stock-based compensation expense related to forfeitures of share-based payments based on estimating the number of awards expected to be forfeited and recognizing only stock-based compensation expense on awards expected to vest, the Company would have recognized
$866
and $
2,571
of stock-based compensation expense, or
$81
more and $
6
less than what was actually recorded, during the three and
nine months ended
September 30, 2017
, respectively.
|
|
|
|
|
||
|
Nine Months Ended
September 30,
|
||||
|
2017
|
|
2016
|
||
Risk-free interest rate
|
1.96
|
%
|
|
1.43
|
%
|
Expected volatility
|
35.53
|
%
|
|
38.22
|
%
|
Expected life (in years)
|
4.22
|
|
|
4.17
|
|
Dividend yield
|
0
|
%
|
|
0
|
%
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of product sales
|
$
|
68
|
|
|
$
|
77
|
|
|
$
|
222
|
|
|
$
|
242
|
|
Cost of service sales
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Research and development
|
155
|
|
|
168
|
|
|
514
|
|
|
520
|
|
||||
Sales, marketing and support
|
190
|
|
|
263
|
|
|
679
|
|
|
787
|
|
||||
General and administrative
|
396
|
|
|
403
|
|
|
1,205
|
|
|
1,242
|
|
||||
|
$
|
809
|
|
|
$
|
911
|
|
|
$
|
2,621
|
|
|
$
|
2,792
|
|
|
Foreign Currency Translation
|
|
Unrealized Gain (Loss) on Available for Sale Marketable Securities
|
|
Interest Rate Swaps
|
|
Total Accumulated Other Comprehensive Loss
|
||||||||
Balance, June 30, 2017
|
$
|
(13,610
|
)
|
|
$
|
(3
|
)
|
|
$
|
(113
|
)
|
|
$
|
(13,726
|
)
|
Other comprehensive income before reclassifications
|
1,956
|
|
|
2
|
|
|
1
|
|
|
1,959
|
|
||||
Amounts reclassified from AOCI to Other income, net
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
||||
Net other comprehensive income, September 30, 2017
|
1,956
|
|
|
2
|
|
|
19
|
|
|
1,977
|
|
||||
Balance, September 30, 2017
|
$
|
(11,654
|
)
|
|
$
|
(1
|
)
|
|
$
|
(94
|
)
|
|
$
|
(11,749
|
)
|
|
Foreign Currency Translation
|
|
Unrealized Gain (Loss) on Available for Sale Marketable Securities
|
|
Interest Rate Swaps
|
|
Total Accumulated Other Comprehensive Loss
|
||||||||
Balance, June 30, 2016
|
$
|
(12,511
|
)
|
|
$
|
1
|
|
|
$
|
(249
|
)
|
|
$
|
(12,759
|
)
|
Other comprehensive (loss) income before reclassifications
|
(2,238
|
)
|
|
—
|
|
|
11
|
|
|
(2,227
|
)
|
||||
Amounts reclassified from AOCI to Other income, net
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
||||
Net other comprehensive (loss) income, September 30, 2016
|
(2,238
|
)
|
|
—
|
|
|
37
|
|
|
(2,201
|
)
|
||||
Balance, September 30, 2016
|
$
|
(14,749
|
)
|
|
$
|
1
|
|
|
$
|
(212
|
)
|
|
$
|
(14,960
|
)
|
|
Foreign Currency Translation
|
|
Unrealized Gain (Loss) on Available for Sale Marketable Securities
|
|
Interest Rate Swaps
|
|
Total Accumulated Other Comprehensive Loss
|
||||||||
Balance, December 31, 2016
|
$
|
(16,651
|
)
|
|
$
|
—
|
|
|
$
|
(158
|
)
|
|
$
|
(16,809
|
)
|
Other comprehensive income (loss) before reclassifications
|
4,997
|
|
|
(1
|
)
|
|
5
|
|
|
5,001
|
|
||||
Amounts reclassified from AOCI to Other income, net
|
—
|
|
|
—
|
|
|
59
|
|
|
59
|
|
||||
Net other comprehensive income (loss), September 30, 2017
|
4,997
|
|
|
(1
|
)
|
|
64
|
|
|
5,060
|
|
||||
Balance, September 30, 2017
|
$
|
(11,654
|
)
|
|
$
|
(1
|
)
|
|
$
|
(94
|
)
|
|
$
|
(11,749
|
)
|
|
Foreign Currency Translation
|
|
Unrealized Gain (Loss) on Available for Sale Marketable Securities
|
|
Interest Rate Swaps
|
|
Total Accumulated Other Comprehensive Loss
|
||||||||
Balance, December 31, 2015
|
$
|
(7,363
|
)
|
|
$
|
1
|
|
|
$
|
(238
|
)
|
|
$
|
(7,600
|
)
|
Other comprehensive loss before reclassifications
|
(7,386
|
)
|
|
—
|
|
|
(50
|
)
|
|
(7,436
|
)
|
||||
Amounts reclassified from AOCI to Other income, net
|
—
|
|
|
—
|
|
|
76
|
|
|
76
|
|
||||
Net other comprehensive (loss) income, September 30, 2016
|
(7,386
|
)
|
|
—
|
|
|
26
|
|
|
(7,360
|
)
|
||||
Balance, September 30, 2016
|
$
|
(14,749
|
)
|
|
$
|
1
|
|
|
$
|
(212
|
)
|
|
$
|
(14,960
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Weighted average common shares outstanding—basic
|
16,469
|
|
|
15,845
|
|
|
16,393
|
|
|
15,798
|
|
Dilutive common shares issuable in connection with stock plans
|
—
|
|
|
70
|
|
|
—
|
|
|
—
|
|
Weighted average common shares outstanding—diluted
|
16,469
|
|
|
15,915
|
|
|
16,393
|
|
|
15,798
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Raw materials
|
$
|
12,159
|
|
|
$
|
10,606
|
|
Work in process
|
2,088
|
|
|
2,185
|
|
||
Finished goods
|
7,403
|
|
|
7,954
|
|
||
|
$
|
21,650
|
|
|
$
|
20,745
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Land
|
$
|
3,828
|
|
|
$
|
3,828
|
|
Building and improvements
|
24,058
|
|
|
21,717
|
|
||
Leasehold improvements
|
428
|
|
|
155
|
|
||
Machinery and equipment
|
46,360
|
|
|
41,777
|
|
||
Office and computer equipment
|
17,785
|
|
|
14,824
|
|
||
Motor vehicles
|
51
|
|
|
51
|
|
||
|
92,510
|
|
|
82,352
|
|
||
Less accumulated depreciation
|
(49,907
|
)
|
|
(45,766
|
)
|
||
|
$
|
42,603
|
|
|
$
|
36,586
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2017
|
|
2016
|
||||
Beginning balance
|
$
|
2,280
|
|
|
$
|
1,880
|
|
Charges to expense
|
845
|
|
|
1,543
|
|
||
Costs incurred
|
(810
|
)
|
|
(1,167
|
)
|
||
Ending balance
|
$
|
2,315
|
|
|
$
|
2,256
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Term note
|
$
|
44,850
|
|
|
$
|
53,625
|
|
Mortgage loan
|
2,822
|
|
|
2,951
|
|
||
Equipment loans
|
—
|
|
|
1,477
|
|
||
Total
|
47,672
|
|
|
58,053
|
|
||
Less amounts classified as current
|
2,479
|
|
|
7,900
|
|
||
Long-term debt, excluding current portion
|
$
|
45,193
|
|
|
$
|
50,153
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Mobile connectivity
|
$
|
32,762
|
|
|
$
|
36,453
|
|
|
$
|
101,083
|
|
|
$
|
108,608
|
|
Inertial navigation
|
7,688
|
|
|
9,393
|
|
|
20,027
|
|
|
23,584
|
|
||||
Consolidated net sales
|
$
|
40,450
|
|
|
$
|
45,846
|
|
|
$
|
121,110
|
|
|
$
|
132,192
|
|
|
|
|
|
|
|
|
|
||||||||
Operating (loss) earnings:
|
|
|
|
|
|
|
|
||||||||
Mobile connectivity
|
$
|
2,067
|
|
|
$
|
4,556
|
|
|
$
|
5,327
|
|
|
$
|
8,177
|
|
Inertial navigation
|
349
|
|
|
2,126
|
|
|
667
|
|
|
2,795
|
|
||||
Subtotal
|
2,416
|
|
|
6,682
|
|
|
5,994
|
|
|
10,972
|
|
||||
Unallocated, net
|
(4,217
|
)
|
|
(3,669
|
)
|
|
(13,633
|
)
|
|
(12,026
|
)
|
||||
(Loss) income from operations
|
(1,801
|
)
|
|
3,013
|
|
|
(7,639
|
)
|
|
(1,054
|
)
|
||||
Net interest and other (expense) income
|
(354
|
)
|
|
(279
|
)
|
|
(911
|
)
|
|
(717
|
)
|
||||
(Loss) income before income tax expense (benefit)
|
$
|
(2,155
|
)
|
|
$
|
2,734
|
|
|
$
|
(8,550
|
)
|
|
$
|
(1,771
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Depreciation expense:
|
|
|
|
|
|
|
|
||||||||
Mobile connectivity
|
$
|
1,339
|
|
|
$
|
1,447
|
|
|
$
|
4,212
|
|
|
$
|
4,673
|
|
Inertial navigation
|
293
|
|
|
218
|
|
|
687
|
|
|
667
|
|
||||
Unallocated
|
17
|
|
|
25
|
|
|
57
|
|
|
72
|
|
||||
Total consolidated depreciation expense
|
$
|
1,649
|
|
|
$
|
1,690
|
|
|
$
|
4,956
|
|
|
$
|
5,412
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization expense:
|
|
|
|
|
|
|
|
||||||||
Mobile connectivity
|
$
|
1,096
|
|
|
$
|
1,145
|
|
|
$
|
3,266
|
|
|
$
|
3,678
|
|
Inertial navigation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Unallocated
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total consolidated amortization expense
|
$
|
1,096
|
|
|
$
|
1,145
|
|
|
$
|
3,266
|
|
|
$
|
3,678
|
|
Level 1:
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company’s Level 1 assets are investments in money market mutual funds, U.S. treasury securities, 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 on directly or indirectly market-corroborated inputs. The Company’s Level 2 liabilities 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 the circumstances. The Company has no Level 3 assets.
|
(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-party financial institution using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. This analysis utilizes observable market-based inputs, including interest rate curves and interest rate volatility, and reflects the contractual terms of these instruments, including the period to maturity.
|
September 30, 2017
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Valuation
Technique
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
$
|
5,545
|
|
|
$
|
5,545
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(a)
|
United States treasuries
|
2,009
|
|
|
2,009
|
|
|
—
|
|
|
—
|
|
|
(a)
|
||||
Certificates of deposit
|
743
|
|
|
743
|
|
|
—
|
|
|
—
|
|
|
(a)
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
94
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
(b)
|
December 31, 2016
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Valuation
Technique
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
$
|
21,848
|
|
|
$
|
21,848
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(a)
|
Certificates of deposit
|
3,864
|
|
|
3,864
|
|
|
—
|
|
|
—
|
|
|
(a)
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
158
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
(b)
|
|
|
Amounts
|
||
Balance at December 31, 2016
|
|
$
|
31,343
|
|
Foreign currency translation adjustment
|
|
2,331
|
|
|
Balance at September 30, 2017
|
|
$
|
33,674
|
|
|
|
Amounts
|
||
Balance at December 31, 2016
|
|
$
|
17,838
|
|
Amortization expense
|
|
(3,266
|
)
|
|
Intangible assets acquired in asset acquisition
|
|
105
|
|
|
Foreign currency translation adjustment
|
|
1,370
|
|
|
Balance at September 30, 2017
|
|
$
|
16,047
|
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
September 30, 2017
|
|
|
|
|
|
|
||||||
Subscriber relationships
|
|
$
|
17,825
|
|
|
$
|
7,853
|
|
|
$
|
9,972
|
|
Distribution rights
|
|
4,367
|
|
|
1,381
|
|
|
2,986
|
|
|||
Internally developed software
|
|
2,323
|
|
|
2,134
|
|
|
189
|
|
|||
Proprietary content
|
|
8,211
|
|
|
5,527
|
|
|
2,684
|
|
|||
Intellectual property
|
|
647
|
|
|
431
|
|
|
216
|
|
|||
Favorable lease
|
|
2,284
|
|
|
2,284
|
|
|
—
|
|
|||
|
|
$
|
35,657
|
|
|
$
|
19,610
|
|
|
$
|
16,047
|
|
December 31, 2016
|
|
|
|
|
|
|
||||||
Subscriber relationships
|
|
$
|
16,888
|
|
|
$
|
6,431
|
|
|
$
|
10,457
|
|
Distribution rights
|
|
4,122
|
|
|
1,180
|
|
|
2,942
|
|
|||
Internally developed software
|
|
2,301
|
|
|
1,904
|
|
|
397
|
|
|||
Proprietary content
|
|
7,960
|
|
|
4,431
|
|
|
3,529
|
|
|||
Intellectual property
|
|
2,284
|
|
|
2,056
|
|
|
228
|
|
|||
Favorable lease
|
|
627
|
|
|
342
|
|
|
285
|
|
|||
|
|
$
|
34,182
|
|
|
$
|
16,344
|
|
|
$
|
17,838
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
Expense Category
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of service sales
|
$
|
375
|
|
|
$
|
375
|
|
|
$
|
1,097
|
|
|
$
|
1,244
|
|
General administrative expense
|
721
|
|
|
770
|
|
|
2,169
|
|
|
2,434
|
|
||||
Total amortization expense
|
$
|
1,096
|
|
|
$
|
1,145
|
|
|
$
|
3,266
|
|
|
$
|
3,678
|
|
Intangible Asset
|
Weighted Average Remaining Useful Life in Years
|
Subscriber relationships
|
5.1
|
Distribution rights
|
10.6
|
Internally developed software
|
0.7
|
Proprietary content
|
1.8
|
Intellectual property
|
0.0
|
Favorable lease
|
1.8
|
Remainder of 2017
|
$
|
1,055
|
|
2018
|
4,051
|
|
|
2019
|
3,098
|
|
|
2020
|
2,273
|
|
|
2021
|
2,273
|
|
|
Thereafter
|
3,297
|
|
|
Total future amortization expense
|
$
|
16,047
|
|
Interest Rate Derivatives
|
Notional
(in thousands)
|
|
Asset
(Liability)
|
|
Effective Date
|
|
Maturity Date
|
|
Index
|
|
Strike Rate
|
|||||
Interest rate swap
|
$
|
1,411
|
|
|
$
|
(45
|
)
|
|
April 1, 2010
|
|
April 1, 2019
|
|
1-month LIBOR
|
|
5.91
|
%
|
Interest rate swap
|
$
|
1,411
|
|
|
$
|
(49
|
)
|
|
April 1, 2010
|
|
April 1, 2019
|
|
1-month LIBOR
|
|
6.07
|
%
|
Interest Rate Derivatives
|
Notional
(in thousands)
|
|
Asset
(Liability)
|
|
Effective Date
|
|
Maturity Date
|
|
Index
|
|
Strike Rate
|
|||||
Interest rate swap
|
$
|
1,476
|
|
|
$
|
(76
|
)
|
|
April 1, 2010
|
|
April 1, 2019
|
|
1-month LIBOR
|
|
5.91
|
%
|
Interest rate swap
|
$
|
1,476
|
|
|
$
|
(82
|
)
|
|
April 1, 2010
|
|
April 1, 2019
|
|
1-month LIBOR
|
|
6.07
|
%
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Mobile connectivity
|
$
|
32,762
|
|
|
$
|
36,453
|
|
|
$
|
101,083
|
|
|
$
|
108,608
|
|
Inertial navigation
|
7,688
|
|
|
9,393
|
|
|
20,027
|
|
|
23,584
|
|
||||
Net sales
|
$
|
40,450
|
|
|
$
|
45,846
|
|
|
$
|
121,110
|
|
|
$
|
132,192
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Research and development expense presented on the statement of operations
|
$
|
3,990
|
|
|
$
|
3,940
|
|
|
$
|
11,698
|
|
|
$
|
11,760
|
|
Costs of customer-funded research and development included in costs of service sales
|
373
|
|
|
135
|
|
|
1,412
|
|
|
405
|
|
||||
Total consolidated statements of operations expenditures on research and development activities
|
$
|
4,363
|
|
|
$
|
4,075
|
|
|
$
|
13,110
|
|
|
$
|
12,165
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Sales:
|
|
|
|
|
|
|
|
||||
Product
|
35.0
|
%
|
|
41.5
|
%
|
|
35.8
|
%
|
|
41.2
|
%
|
Service
|
65.0
|
|
|
58.5
|
|
|
64.2
|
|
|
58.8
|
|
Net sales
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
||||
Costs of product sales
|
23.7
|
|
|
24.0
|
|
|
24.3
|
|
|
26.2
|
|
Costs of service sales
|
33.1
|
|
|
29.6
|
|
|
32.8
|
|
|
30.1
|
|
Research and development
|
9.9
|
|
|
8.6
|
|
|
9.7
|
|
|
8.9
|
|
Sales, marketing and support
|
20.4
|
|
|
17.4
|
|
|
20.7
|
|
|
19.6
|
|
General and administrative
|
17.4
|
|
|
13.8
|
|
|
18.8
|
|
|
16.0
|
|
Total costs and expenses
|
104.5
|
|
|
93.4
|
|
|
106.3
|
|
|
100.8
|
|
(Loss) income from operations
|
(4.5
|
)
|
|
6.6
|
|
|
(6.3
|
)
|
|
(0.8
|
)
|
Interest income
|
0.4
|
|
|
0.3
|
|
|
0.4
|
|
|
0.3
|
|
Interest expense
|
0.9
|
|
|
0.8
|
|
|
0.9
|
|
|
0.8
|
|
Other (expense) income, net
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
(Loss) income before income tax expense (benefit)
|
(5.3
|
)
|
|
6.0
|
|
|
(7.1
|
)
|
|
(1.3
|
)
|
Income tax expense (benefit)
|
0.7
|
|
|
(0.3
|
)
|
|
0.6
|
|
|
(0.8
|
)
|
Net (loss) income
|
(6.0
|
)%
|
|
6.3
|
%
|
|
(7.7
|
)%
|
|
(0.5
|
)%
|
|
|
|
|
|
Change
|
|||||||||
|
For the Three Months Ended September 30,
|
|
2017 vs. 2016
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(thousands)
|
|||||||||||||
Mobile connectivity sales:
|
|
|
|
|
|
|
|
|||||||
Product
|
$
|
7,209
|
|
|
$
|
10,093
|
|
|
$
|
(2,884
|
)
|
|
(29
|
)%
|
Service
|
25,553
|
|
|
26,360
|
|
|
(807
|
)
|
|
(3
|
)%
|
|||
Net sales
|
$
|
32,762
|
|
|
$
|
36,453
|
|
|
$
|
(3,691
|
)
|
|
(10
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Inertial navigation sales:
|
|
|
|
|
|
|
|
|||||||
Product
|
$
|
6,960
|
|
|
$
|
8,927
|
|
|
$
|
(1,967
|
)
|
|
(22
|
)%
|
Service
|
728
|
|
|
466
|
|
|
262
|
|
|
56
|
%
|
|||
Net sales
|
$
|
7,688
|
|
|
$
|
9,393
|
|
|
$
|
(1,705
|
)
|
|
(18
|
)%
|
|
|
|
|
|
Change
|
|||||||||
|
For the Nine Months Ended September 30,
|
|
2017 vs. 2016
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(thousands)
|
|||||||||||||
Mobile connectivity sales:
|
|
|
|
|
|
|
|
|||||||
Product
|
$
|
25,938
|
|
|
$
|
32,458
|
|
|
$
|
(6,520
|
)
|
|
(20
|
)%
|
Service
|
75,145
|
|
|
76,150
|
|
|
(1,005
|
)
|
|
(1
|
)%
|
|||
Net sales
|
$
|
101,083
|
|
|
$
|
108,608
|
|
|
$
|
(7,525
|
)
|
|
(7
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Inertial navigation sales:
|
|
|
|
|
|
|
|
|||||||
Product
|
$
|
17,417
|
|
|
$
|
22,006
|
|
|
$
|
(4,589
|
)
|
|
(21
|
)%
|
Service
|
2,610
|
|
|
1,578
|
|
|
1,032
|
|
|
65
|
%
|
|||
Net sales
|
$
|
20,027
|
|
|
$
|
23,584
|
|
|
$
|
(3,557
|
)
|
|
(15
|
)%
|
|
|
|
|
|
Change
|
|||||||||
|
For the Nine Months Ended September 30,
|
|
2017 vs. 2016
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(thousands)
|
|||||||||||||
Mobile connectivity
|
$
|
5,327
|
|
|
$
|
8,177
|
|
|
$
|
(2,850
|
)
|
|
(35
|
)%
|
Inertial navigation
|
667
|
|
|
2,795
|
|
|
(2,128
|
)
|
|
(76
|
)%
|
|||
|
$
|
5,994
|
|
|
$
|
10,972
|
|
|
$
|
(4,978
|
)
|
|
(45
|
)%
|
Unallocated
|
(13,633
|
)
|
|
(12,026
|
)
|
|
(1,607
|
)
|
|
(13
|
)%
|
|||
Loss from operations
|
$
|
(7,639
|
)
|
|
$
|
(1,054
|
)
|
|
$
|
(6,585
|
)
|
|
(625
|
)%
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
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 broadband solutions 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 customers to 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 market influence;
|
•
|
product and service improvements, new product and service developments or price reductions by competitors may weaken customer acceptance of, 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’ media offerings; and
|
•
|
our competitors may have lower production costs than we do, which may enable them to compete more aggressively in offering discounts and other promotions.
|
•
|
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 international shipment 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.
|
•
|
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.
|
•
|
technical challenges we may face in adapting our mobile connectivity products to function with different satellite services and technology in use 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.
|
•
|
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 the Sarbanes-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.
|
•
|
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 support activities;
|
•
|
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.
|
•
|
changes in demand for our mobile connectivity products and services and inertial navigation products and services;
|
•
|
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 of components 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.
|
•
|
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.
|
•
|
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 annual meeting 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 stock entitled 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 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
Exhibit
No.
|
|
Description
|
|
Filed with
this Form 10-Q
|
|
Incorporated by Reference
|
|||||
|
Form
|
|
Filing Date
|
|
Exhibit No.
|
||||||
|
|
Amended and Restated Certificate of Incorporation, as amended
|
|
|
|
10-Q
|
|
August 6, 2010
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated Bylaws
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
Specimen certificate for the common stock
|
|
|
|
S-1/A
|
|
March 22, 1996
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) certification of principal executive officer
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) certification of principal financial officer
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Section 1350 certification of principal executive officer and principal financial officer
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
|
|
The following financial information from KVH Industries, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Operations (unaudited), (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) the Consolidated Statements of Cash Flows (unaudited), and (v) the Notes to Consolidated Financial Statements (unaudited).
|
|
X
|
|
|
|
|
|
|
Date: November 1, 2017
|
|
|
|
KVH Industries, Inc.
|
|
|
|
By:
|
/s/ D
ONALD
W
.
R
EILLY
|
|
Donald W. Reilly
|
|
(Duly Authorized Officer and Chief Financial
Officer)
|
Exhibit
No.
|
|
Description
|
|
Filed with
this Form 10-Q
|
|
Incorporated by Reference
|
|||||
|
Form
|
|
Filing Date
|
|
Exhibit No.
|
||||||
3.1
|
|
|
Amended and Restated Certificate of Incorporation, as amended
|
|
|
|
10-Q
|
|
August 6, 2010
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
Amended and Restated Bylaws
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
Specimen certificate for the common stock
|
|
|
|
S-1/A
|
|
March 22, 1996
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
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Rule 13a-14(a)/15d-14(a) certification of principal executive officer
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X
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31.2
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Rule 13a-14(a)/15d-14(a) certification of principal financial officer
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X
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32.1
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Section 1350 certification of principal executive officer and principal financial officer
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X
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101
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The following financial information from KVH Industries, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Operations (unaudited), (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) the Consolidated Statements of Cash Flows (unaudited), and (v) the Notes to Consolidated Financial Statements (unaudited).
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X
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/s/ Martin A. Kits van Heyningen
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Martin A. Kits van Heyningen
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President, Chief Executive Officer and
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Chairman of the Board
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/s/ Donald W. Reilly
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Donald W. Reilly
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Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Martin A. Kits van Heyningen
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/s/ Donald W. Reilly
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Martin A. Kits van Heyningen
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Donald W. Reilly
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President, Chief Executive Officer and
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Chief Financial Officer
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Chairman of the Board
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Date:
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November 1, 2017
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Date:
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November 1, 2017
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