KVH INDUSTRIES INC \DE\
10-Q, 1999-10-27
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended September 30, 1999

                         Commission file number: 0-28082

                              KVH Industries, Inc.
             (Exact name of Registrant as Specified in its Charter)

         Delaware                                            05-0420589
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                            Identification No.)

                   50 Enterprise Center, Middletown, RI. 02842
                    (Address of principal executive offices)

                               (401) - 847 - 3327
               (Registrant' telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date.

     Date               Class                            Outstanding shares

October 20, 1999  Common Stock, par value $0.01 per, share    7,262,834



<PAGE>



                       KVH INDUSTRIES, INC. AND SUBSIDIARY

                                      INDEX

<TABLE>
<CAPTION>
<S>                                                                                   <C>
                                                                                       Page No.

PART I.  FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

                  Consolidated Balance Sheets as of  September 30, 1999 and
                  December 31, 1998                                                           3

                  Consolidated Statements of  Operations for the three and

                  nine months ended September 30, 1999 and  1998                              4

                  Consolidated Statements of Cash Flows for the

                  nine months ended September 30, 1999 and  1998                              5

                  Notes to Consolidated Financial Statements                                  6

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS                               7

PART II.  OTHER INFORMATION                                                                  11

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                           11

SIGNATURES                                                                                   11
</TABLE>


<PAGE>


Part I. Financial Information

Item 1.  Financial Statements.

                       KVH INDUSTRIES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                                                                         <C>                        <C>
                                                                  September 30,               December 31,
                                                                      1999                         1998

                                                                   (Unaudited)                  (Audited)

                                                                ------------------         --------------------

Assets:

Current assets:

Cash and cash equivalents                                          $    3,276,345                 1,239,227
Accounts receivable, net                                                3,357,046                 3,106,414
Income taxes receivable                                                         -                 1,062,494
Costs and estimated earnings in excess of

  billings on uncompleted contracts                                       690,766                   768,156
Inventories                                                             3,643,286                 3,390,787
Prepaid expenses and other deposits                                       347,073                   360,346
Deferred income taxes                                                     382,905                   234,158
                                                                     -------------             -------------

    Total current assets                                               11,697,421                10,161,582
                                                                     -------------             -------------

Property and equipment, net                                             7,489,026                 7,186,539
Other assets, less accumulated amortization                               870,571                   972,365
Deferred income taxes                                                   1,227,091                   425,150
                                                                     -------------             -------------

        Total assets                                               $   21,284,109                18,745,636
                                                                     =============             =============

Liabilities and stockholders' equity:

Current liabilities:

Current portion long term debt                                     $       71,368                         -
Accounts payable                                                        1,892,416                   853,238
Accrued expenses                                                          793,521                   822,533
                                                                     -------------             -------------

    Total current liabilities                                           2,757,305                 1,675,771
                                                                     -------------             -------------

Long term debt                                                          2,887,244                         -
                                                                     -------------             -------------

    Total liabilities                                                   5,644,549                 1,675,771
                                                                     -------------             -------------

Stockholders' equity:

Common stock                                                               72,628                    72,059
Additional  paid-in capital                                            15,502,868                15,439,421
Retained earnings                                                          64,064                 1,558,385
                                                                     -------------             -------------

    Total stockholders' equity                                         15,639,560                17,069,865
                                                                     -------------             -------------
 Total liabilities and stockholders' equity                         $   21,284,109                18,745,636
                                                                     =============             =============

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.


<PAGE>


 Item 1.  Financial Statements.

                       KVH INDUSTRIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
<S>                                          <C>               <C>              <C>                 <C>
                                                 Three months ended                 Nine months ended
                                                   September 30,                       September 30,

                                            ----------------------------        ----------------------------
                                                1999           1998                 1999           1998
                                            -------------  -------------        -------------  -------------

Net sales                                 $    4,781,389      5,307,323           17,280,203     15,906,164
Cost of sales                                  3,295,606      3,142,975           11,349,188     10,221,027
                                            -------------  -------------        -------------  -------------
Gross profit                                   1,485,783      2,164,348            5,931,015      5,685,137

Operating expenses:

Research & development                         1,158,263        908,266            3,068,103      2,941,186
Sales & marketing                              1,389,290        883,193            3,783,490      3,158,416
Administration                                   524,340        433,999            1,576,299      1,697,951
                                            -------------  -------------        -------------  -------------

Loss from operations                          (1,586,110)      (61,110)           (2,496,877)   (2,112,416)

Other (income) expense:

Other  (income) expense                           (5,200)       39,487               (10,650)       (5,890)
Interest expense (income), net                    15,465             -                29,738       (47,673)
Foreign currency gain                            (16,282)      (67,393)              (72,760)     (176,475)
                                            -------------  -------------        -------------  -------------

Loss before income tax benefit                (1,580,093)      (33,204)           (2,443,205)   (1,882,378)

Income tax benefit                               538,509        291,293              948,884       996,466
                                            -------------  -------------        -------------  -------------

Net loss (income)                         $   (1,041,584)       258,089           (1,494,321)     (885,912)
                                            =============  =============        =============  =============

Per share information:
Loss per share

Basic                                     $        (0.14)         0.04                 (0.21)        (0.12)
Diluted                                   $        (0.14)         0.04                 (0.21)        (0.12)

Number of shares used in per share calculation:

Basic                                          7,262,510      7,143,916            7,223,215      7,113,545
Diluted                                        7,262,510      7,304,790            7,223,215      7,113,545

</TABLE>

           See accompanying Notes to Consolidated Financial Statements


<PAGE>


Item 1. Financial Statements.

                       KVH INDUSTRIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                    <C>                     <C>
                                                                       Nine months ended September 30,

                                                                     -------------------------------------
                                                                         1999                   1998
                                                                     --------------         --------------
Cash flow from operations:

Net loss                                                           $    (1,494,321)              (885,912)
Adjustments to reconcile net loss to net cash provided by
   (used in) operating activities:

Depreciation and amortization                                              736,324                571,051
Provision for deferred taxes                                              (950,688)              (689,847)
Increase in accounts  receivable, net                                     (250,632)              (455,580)
Decrease in income taxes receivable                                      1,062,494                      -
Decrease (increase) in costs and estimated earnings in

  excess of billings on uncompleted  contracts                              77,390               (651,042)
(Increase) decrease in inventories                                        (252,499)               106,615
Decrease (increase) in prepaid expenses and other deposits                  13,273               (124,506)
Increase in accounts payable                                             1,039,178                163,563
(Decrease) increase in accrued expenses                                    (29,012)                25,402
Decrease in customer deposits                                                    -                (25,068)
                                                                     --------------         --------------

Net cash used in operating activities                                     (48,493)             (1,965,324)
                                                                     --------------         --------------

Cash flow from investing activities:

Capital expenditures                                                      (937,017)            (1,653,815)
Increase in other assets                                                         -               (253,843)
                                                                     --------------         --------------

Net cash used in investing activities                                     (937,017)           (1,907,658)
                                                                     --------------         --------------

Cash flow from financing activities:

Proceeds from long term debt                                             3,000,000                      -
Repayments of long term debt                                               (41,388)                     -
Repayments of obligations under capital lease                                    -                 (7,278)
Proceeds from exercise of stock options                                     64,016                 83,300
                                                                     --------------         --------------

Net cash provided by  financing activities                               3,022,628                 76,022
                                                                     --------------         --------------

Net increase (decrease) in cash and cash equivalents                     2,037,118             (3,796,960)
                                                                     --------------         --------------

Cash and cash equivalents beginning of period                            1,239,227              4,757,614
                                                                     --------------         --------------

Cash and cash equivalents end of period                            $     3,276,345                960,654
                                                                     ==============         ==============

Supplement disclosure of cash flow information:

Cash paid during the period for interest                           $        15,465                    867
Cash paid during the period for income tax                         $             -                137,297


</TABLE>



          See accompanying Notes to Consolidated Financial Statements.


<PAGE>


Item 1.  Financial Statements.

                       KVH INDUSTRIES, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                           September 30, 1999 and 1998

                                   (Unaudited)

(1) The accompanying  consolidated financial statements of KVH Industries,  Inc.
and  subsidiary  (the  "Company")  for the three- and  nine-month  periods ended
September  30, 1999 and 1998 have been  prepared in  accordance  with  generally
accepted  accounting  principles  and with  the  instructions  to Form  10-Q and
Article 10 of Regulation S-X. The consolidated  financial  statements  presented
have not been  audited  by  independent  public  accountants,  but  include  all
adjustments  (consisting of only normal recurring adjustments) which are, in the
opinion  of  management,  necessary  for a fair  presentation  of the  financial
condition,  results  of  operations  and  cash  flows  for such  periods.  These
consolidated financial statements do not include all disclosures associated with
annual financial  statements and accordingly  should be read in conjunction with
the  consolidated  financial  statements  and  notes  thereto  included  in  the
Company's  Annual  Report on Form 10-K  dated  March 24,  1999 as filed with the
Securities  and  Exchange  Commission,  a copy of  which is  available  from the
Company upon request.  The results for the three and nine months ended September
30,  1999  are not  necessarily  indicative  of the  operating  results  for the
remainder of the year.

(2) Inventories at September 30, 1999 and December 31, 1998 include the costs of
material,  labor and factory  overhead.  Inventories  are stated at the lower of
cost (first-in, first-out) or market and consist of the following.

                                        1999                        1998
                                   ---------------              -------------
           Raw materials           $    2,700,596                  2,178,265
           Work in process                387,624                    461,798
           Finished goods                 555,066                    750,724
                                      ============              =============
                                   $    3,643,286                  3,390,787
                                      ============              =============


Defense project inventories are included in the balance sheet caption "Costs and
estimated  earnings  in excess of billings on  uncompleted  contracts."  Defense
project inventories  amounted to $422,515 and $139,930 at September 30, 1999 and
December 31, 1998,  respectively.  Defense  contracts  provide for project costs
reimbursement  as costs are incurred,  through monthly  invoicing of vouchers or
progress billings.

(3) On January 11, 1999, the Company  entered into a mortgage loan in the amount
of $3,000,000 with a life insurance  company.  The note term is 10 years, with a
principal amortization of 20 years at a fixed rate of interest of 7%. Due to the
difference in the term of the note and the amortization of principal,  a balloon
payment is due on February 1, 2009, in the amount of $2,014,716.

(4) The first  quarter  provision  for income  taxes  included a tax  benefit of
$79,443  resulting  from the  realization  of the  difference  between  the 1998
estimated income tax refund and the actual refund.  Including the effect of this
benefit,  the Company's  effective tax rate for the nine months ended  September
30, 1999, is approximately 39%. The difference  between the Company's  effective
tax rate and the statutory tax rate is due primarily to state income taxes.

(5) Net loss per common  share.  The  computation  of the loss per share for the
nine-month  periods  ended  September  30, 1999 and 1998  excludes the effect of
potential common stock, as the effect would be antidilutive.  See Exhibit 11 for
a reconciliation of the  weighted-average  number of shares  outstanding used in
the computation of the basic loss per common share.


<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

Safe Harbor statementPrivate Securities Litigation Reform Act of 1995.

With the  exception of  historical  information,  the matters  discussed in this
Quarterly  Report on Form 10-Q include certain  forward-looking  statements that
are subject to certain risks and  uncertainties  that could cause actual results
to differ materially from those stated. These forward-looking statements reflect
management's  opinions  only as of the date  hereof,  and KVH  Industries,  Inc.
assumes  no  obligation  to update  this  information.  Risks and  uncertainties
include,  but are not  limited  to,  those  discussed  in the  section  entitled
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Forward  Looking  Statements - Risk Factors."  Shareholders  of the
Company are cautioned not to place undue reliance on forward-looking  statements
made in the  Quarterly  Report  on Form  10-Q.  This  report  should  be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the Company's  Annual Report on Form 10-K dated March 24, 1999,  and
the  Quarterly  Reports on Form 10-Q  dated  April 22 and July 30,  1999.  These
reports are filed with the  Securities  and Exchange  Commission  and copies are
available  from the Company  upon request or through the  Company's  web site at
http://www.kvh.com.

Results of Operations

Overview - The Company  develops,  manufactures and markets digital  navigation,
fiber optic sensor and mobile satellite  communications products for commercial,
military and recreational marine applications. Products developed by the Company
provide accurate, real-time heading, orientation and position data and are based
on the Company's  proprietary sensor technology,  robotics,  and autocalibration
and  applications  software.  In 1982, the Company  introduced the world's first
commercial  digital fluxgate compass and focused  primarily on commercial marine
navigation product development until 1985, when the U.S. military first used its
compasses.  A tactical  navigation  system KVH  developed in 1991 for U.S.  land
military  vehicles in the Persian  Gulf War combined  the  Company's  sensor and
autocalibration technologies,  and subsequently the Company developed a tactical
navigation product line that is marketed to militaries throughout the world. The
Company  entered  the  mobile  satellite   communications   market  in  1993  by
introducing an active-stabilized antenna-aiming system and subsequently creating
a marine product line that delivers mobile television reception in North America
and Europe  and fax,  voice and data  communications  worldwide  via  Inmarsat-3
mini-M  satellites.  In February 1999, the Company  further  expanded its mobile
satellite  communications  product line by  introducing  a system that  delivers
mobile television  reception to land vehicles such as RVs, motor coaches,  SUVs,
vans,   buses  and  long-haul   trucks.   The  Company  markets  its  integrated
communications   systems   directly   to   end-users   through  an   established
international  dealer network.  To advance its  technological  capabilities  and
expand  its  markets,  in  1997  the  Company  acquired  the  assets  of  Andrew
Corporation's  fiber optic research group.  The Company is integrating its fiber
optic  gyroscopes  (FOGs) with existing  product lines,  particularly in defense
navigation, and marketing FOGs to OEM customers.

Net loss results - For the  three-month  periods ended  September 30, net losses
were  $1,041,584  or $.14 a share in 1999  compared to net income of $258,089 or
$.04 a share in 1998.  Third-quarter  1999 losses are attributable  primarily to
lower  military  sales than the company had  anticipated  combined  with ongoing
development and fixed overhead costs.  Communications sales increased during the
quarter over the 1998 quarter, but the potential positive effect on earnings was
negated  by the  disparity  in  profit  margins  related  to the  change  in the
communications and navigation product mix. Net losses for the nine-month periods
ended  September 30, 1999 and 1998, were $1,494,321 or $.21 a share and $885,912
or  $.12 a  share,  respectively.  The  increased  nine-month  loss  was  due to
decreased  FOG sales during the first and second  quarters,  declines of defense
sales during the second and third quarters and increased  costs during all three
quarters for manufacturing overhead and sales and marketing.

Net sales - Net sales  declined to  $4,781,389  in the 1999 third  quarter  from
$5,307,323 in the 1998 quarter.  There was a notable shift in product mix during
the third  quarter  with  communications  providing  60 percent of revenues  and
navigation  contributing  40  percent.  In  comparison,  the 1998 third  quarter
revenue  mix  was  comprised  of  26  percent   communications  and  74  percent
navigation.  The shift was due to ongoing growth in communications  sales, which
increased  104 percent to  $2,852,741  from  $1,395,979  in the previous  year's
quarter,  and to a 51 percent  decrease in navigation  sales to $1,928,648  from
$3,911,343 in 1998. Orders for TracVision  products increased more than two-fold
in the 1999  quarter  from 1998 led by strong  sales of  TracVision  LM, the new
mobile satellite television system for land vehicles,  which offset a decline in
Tracphone  sales.  The  navigation  decrease was  primarily  due to a 75 percent
decline in military sales caused by the cancellation of a pending European order
after the Kosovo  conflict was  resolved and to delays in contract  completions.
The  Company  expects a rebound  in  military  navigation  sales to begin by the
second half of 2000.  Fiber optic gyro  revenues  increased 46 percent over 1998
due to  marketing  efforts  and  production  improvements.  As a  result  of the
substantial  shift in product mix,  high-margin  military  navigation sales were
replaced  by  lower-margin  communications  sales.  Consequently,  there  was  a
negative impact on profits from revenues during the quarter.

Total  revenues  for the year to date  increased 9 percent to  $17,280,203  from
$15,906,164  in 1998.  Communications  sales for the nine  months  increased  67
percent  over the 1998  period  while  navigation  sales  decreased  19 percent.
Year-to-date revenues were comprised of 49 percent communications and 51 percent
navigation in 1999 compared to 32 percent and 68 percent, respectively, in 1998.

Gross profit - Gross profit is comprised of revenues less the cost of materials,
direct labor,  manufacturing  overheads and warranty costs.  Third-quarter gross
profit  declined to $1,485,783 in 1999 from  $2,164,348 in 1998. As a percentage
of sales,  gross profit  declined to 31 percent in 1999 from 41 percent in 1998.
The Company  continued to improve  production  efficiencies  for  communications
products  as  volumes  increased  and  direct  costs  were down 11  percent as a
percentage of sales in the 1999 quarter from 1998.  Manufacturing overhead costs
increased 42 percent and total cost of sales for the quarter increased 5 percent
to $3,295,606  from  $3,142,975 in 1998.  The gap between FOG revenues and costs
continued  during the quarter and had an adverse  impact on gross profit.  Fiber
optic gyro  revenues are expected to start  increasing by the first half of 2000
to help offset FOG fixed manufacturing overhead expense.

Gross profit for the  nine-month  periods  increased to  $5,931,015 in 1999 from
$5,685,137 in 1998. As a percentage of sales,  gross profit declined slightly to
34 percent in the 1999  nine-month  period from 36 percent in 1998.  The decline
was due to weak  military  sales and a revenue  mix  dominated  by lower  margin
communication   sales  in  the  1999  second  and  third  quarters  plus  higher
manufacturing costs throughout the nine months.

Operating  expenses - Operating  expenses  increased  38% in the 1999 quarter to
$3,071,893 from $2,225,458 in 1998.  Research and development  expense increased
28 percent to $1,158,263  from $908,266 due to the ongoing focus on new products
and an increase in funding programs  internally.  A 57 percent increase in sales
and  marketing  expenses to  $1,389,290  from  $883,193  was due to  new-product
introduction  costs and  reassignments in which staff was transferred from other
departments to improve customer  service  efficiencies.  Administration  expense
increased  21 percent to $524,340  from  $433,999  due to patent costs and staff
reassignments.

In the nine-month  period ended  September 30,  operating  expenses  increased 8
percent to $8,427,892 from $7,797,553 in 1998. For the nine months, research and
development expenses increased 4 percent to $3,068,103 from $2,941,186 due to an
ongoing  shift  towards  funding most  programs  internally  rather than through
contracts.  Nine-month sales and marketing  expenses increased nearly 20 percent
to $3,783,490  from  $3,158,416  due to costs for  introducing  new products and
building new distribution  networks for the land mobile antenna system, a market
that  the  Company  entered  in the  first  half of 1999,  Administration  costs
decreased 7 percent to $1,576,299 from $1,697,951.

Other income  (expense) - Other income  (expense) is made up of interest  income
and expense, other income and expense and foreign currency translation gains and
losses.

Income tax  benefit - The  third-quarter  income tax  benefit  reflects  the net
operating loss carryforward  associated with the  third-quarter  operating loss.
The  1999  nine-month  period  includes  a  tax  benefit   associated  with  the
year-to-date  loss and the  recognition of the difference  between the estimated
1998 tax refund and the actual tax refund.

Liquidity and capital resources

Working Capital - Working capital increased $454,305 in the first nine months of
1999 from  December 31, 1998.  Cash and cash  equivalents  were  $3,276,345  and
$1,239,227  at  September  30, 1999 and December  31,  1998,  respectively.  The
increase  in  working  capital  resulted  from  the  mortgage  financing  of the
Company's headquarters in Middletown,  Rhode Island, in the amount of $3,000,000
(see Note 3, Notes to Consolidated Financial Statements).

On July 30, 1999, the Company renewed a $2,500,000  revolving  credit  agreement
with its bank for a period of one year. The credit agreement expires on July 30,
2000.  Borrowings are secured by substantially all of the assets of the Company,
except for land,  building and  improvements.  The  revolving  credit  agreement
contains various covenants  pertaining to maximum operating losses, debt service
coverage  ratio,  debt to tangible net worth and current ratio. At September 30,
1999 the Company was in breach of the maximum  operating  loss and debt  service
coverage  covenants  of the  credit  agreement.  The  bank  [has  waived]  these
requirements as of September 30, 1999.

Bank lenders are under no  obligation  to waive  covenants and have the right to
terminate the credit agreement when the Company is in default.  If in the future
the current  bank  credit  agreement  is  terminated,  the  Company  will pursue
establishing a line of credit with another financial facility.  At September 30,
1999, the Company had $2,500,000 of unused borrowings with its bank.

Capital  expenditures - Fixed assets purchases  amounted to $937,017 in the 1999
third  quarter.   The  acquired  fixed  assets  included   purchase  of  a  year
2000-compliant computer system and tooling associated with new products.

The Company  believes that existing  cash  balances  amounts  available as funds
generated from the mortgage will be sufficient to meet anticipated liquidity and
working  capital  requirements  for the  remainder of 1999 and the first half of
2000.  The Company has incurred  substantial  losses since  acquiring  its fiber
optic group and anticipates  that will persist into 2000 due to a continuing gap
between FOG costs and revenues and potential delays in military  revenues.  As a
company in transition,  KVH has an evolving and  unpredictable  business  model,
faces new markets and new competition, and must respond quickly to rapid changes
in industry  and  customer  requirements.  To succeed,  the Company  must invest
heavily in marketing and promotion and in  developing  product,  technology  and
operating   infrastructure.   Aggressive  pricing  programs  for  communications
products have resulted in relatively low gross margins,  so the Company needs to
generate and sustain  substantially  greater revenues to become  profitable.  If
expected military and FOG revenues fail to materialize or the Company decides to
expand more rapidly, to broaden or enhance its products more rapidly, to acquire
businesses or technologies or to make other  significant  expenditures to remain
competitive, then it may need to raise additional funds.

Other Matters

Year 2000 - The  Company has  evaluated  the impact of the year 2000 issue as it
relates to its navigation and communications  products, both sold or intended to
sell,  and has concluded  that the  Company's  products are not affected by year
2000 operating  issues.  After  assessing its software and computer  systems for
year 2000  compliance,  the  company  instituted  an upgrade  of its  enterprise
resource planning system at a cost of $680,000. Implementation of the new system
occurred  in July  1999 and the  Company  believes  it is now  fully  year  2000
compliant.  The Company is contacting  its customers,  suppliers,  and financial
institutions, with which it does business, to ensure that any year 2000 issue is
resolved.  While there can be no assurance  that the systems of other  companies
will be year 2000  compliant,  the  Company has no  knowledge  of any such third
party year 2000 issues  that would  result in a material  adverse  affect on its
operations.  Should the Company become aware of any such situation,  contingency
plans will be  developed.  The Company  could be adversely  affected  should the
Company  or  other  entities  with  whom  the  Company   conducts   business  be
unsuccessful  in  resolving  year 2000  issues in a timely  manner.  The Company
believes  the cost of  becoming  year 2000  compliant  will not have a  material
adverse effect on the Company's  financial  condition,  results of operations or
liquidity.

Inflation - The Company believes that inflation has not had a material effect on
the results of its operations.

Forward Looking Statements - Risk Factors

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations contains  forward-looking  statements that are subject to a number of
risks and  uncertainties.  Among the  important  factors that could cause actual
results to differ  materially from those anticipated by the statements above are
the following:

The Company's  products  target two  industries  that are subject to volatility,
risks and  uncertainties.  The  communications  industry is  experiencing  rapid
growth fueled by strong worldwide  demand and buffeted by competing  formats and
rapid,  unpredictable  technology  changes.  The defense  industry  historically
experiences   variability  in  supply  and  demand   related  to   international
conditions,  national politics,  budget decisions and technology changes, all of
which are difficult or impossible to predict.  Factors in both industries  could
affect the Company's ability to effectively meet prevailing  market  conditions.
To position itself in these uncertain industries, the Company has taken a number
of steps that include,  but are not limited to:  acquisition  of the fiber optic
technology  and  development  of  new  related  products;  ongoing  analysis  of
potential  technology  advances;  staff reductions and  reallocations;  improved
operational  efficiencies;  inventory reduction;  recruiting key personnel;  and
implementing  cost  controls.  There can be no assurance  that the objectives of
these development and cost-reduction activities will be achieved.

Other  factors that could cause  actual  results to differ  materially  from the
results anticipated by management include:

Fiber Optic Group Acquisition.  The additional  personnel and operating expenses
associated  with the  acquisition  of FOG  technology  and  assets  from  Andrew
Corporation in October 1997 added significant costs to the Company's operations.
As the Company  continues  the process of  integrating  FOG sensors into current
product  offerings  and  identifying  new,  untapped  markets for  existing  FOG
products, it expects FOG-related costs to remain level or increase. Although the
Company believes FOG sensor technology shows great promise,  to date the Company
has been  successful  in  marketing  only small  quantities  of  products to OEM
customers.  While the Company expects new marketing  initiatives to increase OEM
sales, there is no guarantee as to how quickly or how strong growth will be. The
Company is  designing  its  FOG-enhanced  products to meet what it believes  are
customer performance and price criteria: however, at this early stage of product
development  and market  introduction  the Company can provide no assurance that
these  objectives  will  be met  or  that  competing  technologies  will  not be
developed  that may supercede  FOG  technology.  The  occurrence of any of these
factors  could  have  a  material  adverse  effect  on the  Company's  business,
financial condition and results of operations.

Military  Navigation  Sales.  Sales cycles for the  Company's  TACNAV and TACNAV
Light  systems for military  navigation  applications  are long and difficult to
predict,  resulting  in a variable  revenue  stream from this  market.  Military
revenues  decreased  in 1998 from  1997 and the  Company  anticipates  that 1999
defense  revenues  also will  decrease.  If  anticipated  military  sales do not
materialize, the Company could experience losses into 2000.


<PAGE>

Part II. Other Information

Item 1. Legal Proceedings.

         None.

Item 6. Exhibits and reports on Form 8-K.

1. Exhibit 11 - Computation of Earnings Per Common Share:  Three and Nine Months
Ended September 30, 1999 and 1998.

2.  Exhibit 27 - Financial Data Schedule: Nine Months Ended September 30, 1999.

3. No reports on Form 8-K were filed  during the  quarter  for which this report
was filed.

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

KVH Industries, Inc.

By: /s/ Richard C. Forsyth
  Richard C. Forsyth

(Chief Financial and Accounting Officer)

Date: October 27, 1999


  Exhibit 11.

Computation of net earnings per share,  all data in thousands,  except per share
data. This data is Unaudited.

<TABLE>
<CAPTION>
<S>                                                       <C>            <C>           <C>           <C>
                                                        For three months ended       For nine months ended
                                                             September 30,                September 30,

                                                          1999            1998          1999          1998
                                                       ------------    -----------   -----------   -----------

Calculation of earnings per share - basic

Net (loss) income                                    $      (1,042)          258        (1,494)        (886)
                                                       ============    ===========   ===========   ===========

Shares:

Common shares outstanding                                    7,262          7,144         7,223         7,114
                                                       ============    ===========   ===========   ===========

Net (loss) income per common share - basic           $       (0.14)         0.04         (0.21)        (0.12)

                                                       ============    ===========   ===========   ===========

Calculation of earnings per share - diluted

Net (loss) income                                    $      (1,042)          258        (1,494)        (886)
                                                       ============    ===========   ===========   ===========

Shares:

Common shares outstanding                                    7,262          7,144         7,223         7,114
Additional shares assuming conversion of
  stock options and warrants                                     -           161             -             -
Average common and equivalent shares
  outstanding                                                7,262          7,305         7,223         7,114
                                                       ============    ===========   ===========   ===========

Net (loss) income per common share - diluted         $       (0.14 )         0.04         (0.21 )      (0.12)

                                                       ============    ===========   ===========   ===========

</TABLE>


          See accompanying Notes to Consolidated Financial Statements.

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     KVH Industries, Inc. September 30, 1999
</LEGEND>

<S>                             <C>

<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                         3,276,345
<SECURITIES>                                           0
<RECEIVABLES>                                  3,411,374
<ALLOWANCES>                                      54,328
<INVENTORY>                                    3,643,286
<CURRENT-ASSETS>                              11,697,421
<PP&E>                                        11,217,462
<DEPRECIATION>                                 3,728,436
<TOTAL-ASSETS>                                21,284,109
<CURRENT-LIABILITIES>                          2,757,305
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                          72,628
<OTHER-SE>                                             0
<TOTAL-LIABILITY-AND-EQUITY>                  21,284,109
<SALES>                                       17,280,203
<TOTAL-REVENUES>                              17,280,203
<CGS>                                         11,349,188
<TOTAL-COSTS>                                 11,349,188
<OTHER-EXPENSES>                               8,344,482
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                29,738
<INCOME-PRETAX>                               (2,443,205)
<INCOME-TAX>                                     948,884
<INCOME-CONTINUING>                           (1,494,321)
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                  (1,494,321)
<EPS-BASIC>                                        (0.21)
<EPS-DILUTED>                                      (0.21)




</TABLE>


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