KVH INDUSTRIES INC \DE\
10-Q, 1999-08-06
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 June 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's 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

July 14, 1999    Common Stock, par value $0.01 per, share       7,262,159

<PAGE>

                      KVH INDUSTRIES, INC. AND SUBSIDIARY
                                      INDEX



                                                                        Page No.
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

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

              Consolidated Statements of  Operations for the three and
              six months ended June 30, 1999 and  1998                       4

              Consolidated Statements of Cash Flows for the
              six months ended June 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                                                 10

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                              10

SIGNATURES                                                                  10







<PAGE>

Part I. Financial Information

Item 1.  Financial Statements.

<TABLE>
<CAPTION>

                                                  KVH INDUSTRIES, INC. AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEETS



<S>                                                                     <C>                       <C>
                                                                   June 30, 1999            December 31, 1998
                                                                    (Unaudited)                 (Audited)
                                                                  ----------------         --------------------

Assets:

Current assets:
Cash and cash equivalents                                          $    3,906,950                 1,239,227
Accounts receivable, net                                                4,713,175                 3,106,414
Income taxes receivable                                                                           1,062,494
Costs and estimated earnings in excess of
  billings on uncompleted contracts                                       232,606                   768,156
Inventories                                                             3,832,117                 3,390,787
Prepaid expenses and other deposits                                       380,694                   360,346
Deferred income taxes                                                     382,905                   234,158
                                                                     -------------             -------------

    Total current assets                                               13,448,447                10,161,582
                                                                     -------------             -------------

Property and equipment, net                                             7,400,838                 7,186,539
Other assets, less accumulated amortization                               904,308                   972,365
Deferred income taxes                                                     689,932                   425,150
                                                                     -------------             -------------

        Total assets                                               $   22,443,525                18,745,636
                                                                     =============             =============

Liabilities and stockholders' equity:

Current liabilities:
Current portion long term debt                                     $       71,368
Accounts payable                                                        1,843,513                   853,238
Accrued expenses                                                          942,922                   822,533
                                                                     -------------             -------------

    Total current liabilities                                           2,857,803                 1,675,771
                                                                     -------------             -------------

Long term debt                                                          2,904,982
                                                                     -------------             -------------

    Total liabilities                                                   5,762,785                 1,675,771
                                                                     -------------             -------------

Stockholders' equity:
Common stock                                                               72,622                    72,059
Additional  paid-in capital                                            15,502,470                15,439,421
Retained earnings                                                       1,105,648                 1,558,385
                                                                     -------------             -------------

    Total stockholders' equity                                         16,680,740                17,069,865
                                                                     -------------             -------------

        Total liabilities and stockholders'equity                  $   22,443,525                18,745,636

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


                                     See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>

Item 1.  Financial Statements.

<TABLE>
<CAPTION>

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




<S>                                          <C>                 <C>             <C>                <C>
                                                Three months ended                   Six months ended
                                                     June 30,                            June 30,
                                            ----------------------------        -------------------------------
                                                1999           1998                 1999           1998
                                            -------------  -------------        -------------  ----------------

Net sales                                 $    6,525,644      6,470,240           12,498,814     10,598,841
Cost of sales                                  4,283,824      4,079,633            8,053,582      7,078,052
                                            -------------  -------------        -------------  -------------
Gross profit                                   2,241,820      2,390,607            4,445,232      3,520,789

Operating expenses:
Research & development                         1,040,299      1,181,868            1,909,840      2,032,920
Sales & marketing                              1,241,469      1,172,569            2,394,200      2,275,223
Administration                                   482,776        631,615            1,051,959      1,263,952
                                            -------------  -------------        -------------  -------------
Loss from operations                            (522,724 )     (595,445 )           (910,767 )   (2,051,306 )

Other income (expense):
Other income                                         904         47,401                5,450         45,377
Interest (expense) income, net                   (14,173 )       17,738              (14,273 )       47,673
Foreign currency gain                             45,308        107,417               56,478        109,082
                                            -------------  -------------        -------------  -------------
Loss before income tax benefit                  (490,685 )     (422,889 )           (863,112 )   (1,849,174 )

Income tax benefit                               183,565        175,560              410,375        705,173
                                            =============  =============        =============  =============
Net loss                                  $     (307,120 )     (247,329 )           (452,737 )   (1,144,001 )
                                            =============  =============        =============  =============

Per share information:
Loss per share
Basic                                     $        (0.04 )        (0.03 )              (0.06 )        (0.16 )
Diluted                                   $        (0.04 )        (0.03 )              (0.06 )        (0.16 )

Number of shares used in per share calculation:
Basic                                          7,207,007      7,109,856            7,206,474      7,098,107
Diluted                                        7,207,007      7,109,856            7,206,474      7,098,107


                                      See accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>

Item 1. Financial Statements.

<TABLE>
<CAPTION>

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



<S>                                                                         <C>                <C>
                                                                          Six months ended June 30,
                                                                     -------------------------------------

                                                                         1999                   1998
                                                                     --------------         --------------
Cash flow from operations:
Net loss                                                           $      (452,737 )           (1,144,001 )
Adjustments to reconcile net loss to net cash provided by
   (used in) operating activities:
Depreciation and amortization                                              460,562                389,217
Provision for deferred taxes                                              (413,529 )             (826,783 )
Increase in accounts  receivable, net                                   (1,606,761 )              (53,508 )
Decrease in income taxes receivable                                      1,062,494                      -
Decrease (increase) in costs and estimated earnings in
  excess of billings on uncompleted  contracts                             535,550               (471,669 )
Increase in inventories                                                   (441,330 )             (784,563 )
Increase in prepaid expenses and other deposits                            (20,348 )              (23,697 )
Increase in accounts payable                                               990,275                833,236
Increase (decrease) in accrued expenses                                    120,389                (87,960 )
Decrease in customer deposits                                                    -                (25,068 )
                                                                     --------------         --------------

Net cash provided by (used in) operating activities                        234,565             (2,194,796 )
                                                                     --------------         --------------

Cash flow from investing activities:
Capital expenditures                                                      (606,804 )             (963,254 )
                                                                     --------------         --------------

Cash flow from financing activities:
Proceeds from long term debt                                             3,000,000                      -
Repayments of long term debt                                               (23,650 )                    -
Repayments of obligations under capital lease                                    -                 (7,278 )
Proceeds from exercise of stock options                                     63,612                 78,567
                                                                     --------------         --------------

Net cash provided by  financing activities                               3,039,962                 71,289
                                                                     --------------         --------------

Net increase (decrease) in cash and cash equivalents                     2,667,723             (3,086,761 )
                                                                     --------------         --------------

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

Cash and cash equivalents end of period                            $     3,906,950              1,670,853
                                                                     ==============         ==============

Supplement disclosure of cash flow information:
Cash paid during the period for interest                           $        14,173                  4,565
Cash paid during the period for income tax                         $             -                 6,600





                                     See accompanying Notes to Consolidated Financial Statements.
</TABLE>


<PAGE>

Item 1.  Financial Statements.


                       KVH INDUSTRIES, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                             June 30, 1999 and 1998
                                   (Unaudited)





     (1) The accompanying  consolidated  financial statements of KVH Industries,
Inc. and subsidiary (the  "Company") for the three- and six-month  periods ended
June 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 six months ended June 30, 1999 are not necessarily
indicative of the operating results for the remainder of the year.

     (2) Inventories at June 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           $    2,689,968                  2,178,265
           Work in process                317,554                    461,798
           Finished goods                 824,595                    750,724
                                       ============              =============
                                   $    3,832,117                  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 $125,437 and $139,930 at June 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.  Excluding the effect of this
benefit,  the  Company's  effective  tax rate for the six months  ended June 30,
1999, is approximately 38%. 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  six-month  periods  ended  June 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 statement under the Private 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  Report on Form 10-Q dated April 22, 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 June 30, net losses
were  $307,120  or $.04 a share  in 1999 and  $247,329  or $.03 a share in 1998.
Second-quarter 1999 losses are attributable  primarily to the combined effect of
fixed  overhead  costs  and  reduced  revenues  for  FOGs,  plus  a  decline  in
high-margin  defense sales. Net losses for the six-month  periods ended June 30,
1999 and 1998,  were  $452,737 or $.06 a share and  $1,144,001  or $.16 a share,
respectively.  The  improvement  in the  six-month  period  resulted  from a 53%
increase in communications revenues and a 4% reduction in operating expenses.

     Net sales - Net sales of  $6,525,644  for the 1999 second  quarter  were up
slightly  compared  to  $6,470,240  in  the  1998  quarter.   A  48%  growth  in
communications  sales  offset a 23%  decline in  navigation  sales from the 1998
quarter.   Communications   and   navigation   sales   comprised  49%  and  51%,
respectively, of total revenues in the 1999 second quarter compared to 1998 when
communications  contributed  33% and navigation 67% to the revenue mix. Sales of
TracVision LM,  TracVision 3 and the  TracVision  Cruiser that was introduced in
the second quarter were primary  contributors to communications  revenue growth.
Overall  TracVision  orders  increased more than two-fold over the 1998 quarter.
The decline in navigation orders is due primarily to fluctuations in high-margin
military orders,  which had an overall adverse impact on profit of $0.4 million.
Second-quarter FOG sales decreased 57% in 1999 from 1998 due to a shift in focus
to more promising markets from bus navigation.

     Total revenues for the 1999 six-month  period grew 18% to $12,498,814  from
$10,598,841  in 1998.  The increase is  attributable  to strong sales of two new
communications  products  introduced  in  the  first  quarter,   TracVision  LM,
TracVision 3 and strong  first-quarter  military sales.  Six-month revenues were
also adversely affected by an anticipated variation in FOG sales.

     Gross  profit - Gross  profit is  comprised  of  revenues  less the cost of
materials,   direct  labor,   manufacturing   overheads   and  warranty   costs.
Second-quarter gross profit declined 6% to $2,241,820 in 1999 from $2,390,607 in
1998. As a percentage of sales, gross profit declined to 34% in 1999 from 37% in
1998.  Adverse  effects on gross  profit from  manufacturing  overhead  spending
increases  and  changes in the product mix from  high-margin  military  sales to
lower-margin  communications  sales were offset to some degree by  reductions in
direct product cost of sales.  Gross profit for the six-month  periods increased
to $4,445,232 in 1999 from $3,520,789 in 1998, or 36% and 33%, respectively,  as
a percentage of sales,  as strong  military  sales in the 1999 first quarter and
reductions in direct  product cost of sales helped offset the impact of high FOG
manufacturing  costs  and the  impact  of a 16%  revenue  shift to lower  margin
communication products.

     Operating expenses - Operating expenses decreased 7% in the 1999 quarter to
$2,764,544  from  $2,986,052 in 1998.  Expenses for research and development and
for administration decreased 12% and 24%, respectively,  and sales and marketing
expense increased 6% during the quarter. In the six-month periods ended June 30,
1999 and 1998, operating expenses were $5,355,999 and $5,572,095,  respectively.
For  the  six  months,   research   and   development   expenses   declined  6%,
administration costs decreased 17% and sales and marketing increased 5%. In both
the  second-quarter  and six-month  periods for 1999,  decreases in research and
development and  administration  were attributable  primarily to cost reductions
begun in July  1998.  Sales  and  marketing  increases  during  the  three-  and
six-month  periods were due to costs for  introducing  new products and building
new  distribution  networks for the land mobile  market,  which the company just
entered in the first quarter of 1999.

     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 second-quarter income tax benefit reflects the net
operating loss  carryforward  associated with the second quarter operating loss.
The  1999  six-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  $2,104,833 in the first six
months of 1999 from December 31, 1998. Cash and cash equivalents were $3,906,950
and  $1,239,227  at June 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.  At June 30, 1999, the
Company had  $2,500,000 of unused  borrowings  with its bank to be drawn upon as
needed.

     Capital  expenditures - Fixed assets purchases  amounted to $606,804 in the
1999 second  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 under
its  revolving  credit  facility and funds  generated  from the mortgage will be
sufficient to meet  anticipated  liquidity and working capital  requirements for
1999. If 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  approximately  $0.8  million,  of which
approximately  $0.7  million has been spent to date.  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.

     Recent Accounting  Pronouncements - In June 1998, the Financial  Accounting
Standards  Board ("FASB")  issued  Statement of Financial  Accounting  Standards
Number 133 ("SFAS No. 133"),  "Accounting for Derivative Instruments and Hedging
Activities."  SFAS No. 133  establishes  accounting and reporting  standards for
derivative  instruments  and  hedging.  It  requires  that  all  derivatives  be
recognized  as  either  assets or  liabilities  at fair  value  and  establishes
specific  criteria  for the use of  hedge  accounting.  The  Company's  required
adoption  date  is  January  1,  2001.  SFAS  No.  133  is  not  to  be  applied
retroactively to financial  statements of prior periods.  The Company expects no
material  adverse  effect  on  consolidated  results  of  operations,  financial
position or cash flows upon  adoption  of SFAS No. 133,  but does expect a small
reduction in stockholders' equity.


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:

     FOG 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 and it does not anticipate  that
FOG-enhanced  products will provide significant revenues for the next six months
or longer.  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.

     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  will remain
relatively flat.


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 Six Months
     Ended June 30, 1999 and 1998.

2.  Exhibit 27 - Financial Data Schedule: Six Months Ended June 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: July 30, 1999



       Exhibit 11.
<TABLE>
<CAPTION>

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

<S>                                                    <C>            <C>            <C>            <C>

                                                         For three months ended        For six months ended
                                                                June 30,                     June 30,
                                                          1999            1998          1999          1998
                                                       ------------    -----------   -----------   -----------

Calculation of earnings per share - basic
Net loss                                             $        (307 )         (247 )        (453 )      (1,144 )
                                                       ============    ===========   ===========   ===========

Shares:
Common shares outstanding                                    7,207          7,110         7,206         7,098
                                                       ============    ===========   ===========   ===========

Net loss per common share - basic                    $       (0.04 )        (0.03 )       (0.06 )      (0.16 )

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


Calculation of earnings per share - diluted
Net loss                                             $        (307 )         (247 )        (453 )      (1,144 )
                                                       ============    ===========   ===========   ===========


Shares:
Common shares outstanding                                    7,207          7,110         7,206         7,098
Additional shares assuming conversion of
  stock options and warrants                                     -              -            -             -
Average common and equivalent shares
  outstanding                                                7,207          7,110         7,206         7,098
                                                       ============    ===========   ===========   ===========

Net loss per common share - diluted                  $       (0.04 )        (0.03 )       (0.06 )      (0.16 )

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




                                     See accompanying Notes to Consolidated Financial Statements.

</TABLE>

<TABLE> <S> <C>


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

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   JUN-30-1999
<CASH>                                         3,906,950
<SECURITIES>                                           0
<RECEIVABLES>                                  4,757,503
<ALLOWANCES>                                      44,328
<INVENTORY>                                    3,832,117
<CURRENT-ASSETS>                              13,448,447
<PP&E>                                        10,853,511
<DEPRECIATION>                                 3,452,673
<TOTAL-ASSETS>                                22,443,525
<CURRENT-LIABILITIES>                          2,857,803
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                          72,622
<OTHER-SE>                                             0
<TOTAL-LIABILITY-AND-EQUITY>                  22,443,525
<SALES>                                       12,498,814
<TOTAL-REVENUES>                              12,498,814
<CGS>                                          8,053,582
<TOTAL-COSTS>                                  8,053,582
<OTHER-EXPENSES>                               5,355,999
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                14,173
<INCOME-PRETAX>                                 (863,112)
<INCOME-TAX>                                    (410,375)
<INCOME-CONTINUING>                             (452,737)
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                    (452,737)
<EPS-BASIC>                                      (0.04)
<EPS-DILUTED>                                      (0.04)


</TABLE>


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