KVH INDUSTRIES INC \DE\
10-Q, 2000-04-21
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 March 31, 2000

                         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

   April 14, 2000   Common Stock, par value $0.01 per, share   7,598,094




<PAGE>



                       KVH INDUSTRIES, INC. AND SUBSIDIARY
                                      INDEX

                                                                    Page No.
   PART I.   FINANCIAL INFORMATION

       ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

          Consolidated Balance Sheets as of March 31, 2000 and
          December 31, 1999                                              3

          Consolidated Statements of Operations for the three
          months ended March 31, 2000 and 1999                           4

          Consolidated Statements of Cash Flows for the three
          months ended March 31, 2000 and 1999                           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 1. LEGAL PROCEEDINGS                                          10

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

   SIGNATURES                                                           11







<PAGE>


Part I. Financial Information

Item 1.  Financial Statements.
<TABLE>
<CAPTION>

<S>                                                                               <C>                    <C>
                                           KVH INDUSTRIES, INC. AND SUBSIDIARY
                                               CONSOLIDATED BALANCE SHEETS

                                                                                   March 31, 2000       December 31, 1999
                                                                                    (Unaudited)             (Audited)
                                                                                  -----------------    ---------------------

Assets:
    Current assets:
        Cash and cash equivalents                                                 $    1,524,315             2,047,838
        Accounts receivable, net                                                       4,066,031             3,362,390
        Costs and estimated earnings
            in excess of billings on uncompleted contracts                               472,665               444,492
        Inventories                                                                    3,257,743             3,672,269
        Prepaid expenses and other deposits                                              386,978               292,793
        Deferred income taxes                                                            376,628               376,628
                                                                                    -------------         -------------

            Total current assets                                                      10,084,360            10,196,410
                                                                                    -------------         -------------

        Property and equipment, net                                                    7,063,955             7,227,778
        Other assets, less accumulated amortization                                      805,945               839,113
        Deferred income taxes                                                          2,055,101             1,571,409
                                                                                    -------------         -------------

                Total assets                                                      $   20,009,361            19,834,710
                                                                                    =============         =============


Liabilities and stockholders' equity:
    Current liabilities:
        Current portion long term debt                                            $       77,378                75,643
        Accounts payable                                                               1,800,423             1,599,770
        Accrued expenses                                                               1,152,963               792,086
                                                                                    -------------         -------------

            Total current liabilities                                                  3,030,764             2,467,499
                                                                                    -------------         -------------

        Long term debt                                                                 2,851,769             2,865,232
                                                                                    -------------         -------------

                Total liabilities                                                      5,882,533             5,332,731
                                                                                    -------------         -------------

    Stockholders' equity:
        Common stock                                                                      75,981                72,969
        Additional paid-in capital                                                    16,055,964            15,567,880
        Accumulated deficit                                                           (2,005,117 )          (1,138,870 )
                                                                                    -------------         -------------

            Total stockholders' equity                                                14,126,828            14,501,979
                                                                                    -------------         -------------

                Total liabilities and stockholders' equity                        $   20,009,361            19,834,710
                                                                                    =============         =============
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.



<PAGE>


      Item 1.  Financial Statements.

<TABLE>
<CAPTION>

<S>                                                              <C>                      <C>
                                                     KVH INDUSTRIES, INC. AND SUBSIDIARY
                                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                 (Unaudited)

                                                                         Three months ended
                                                                              March 31,

                                                                     2000                    1999
                                                              -------------------      -----------------

              Net sales                                        $       5,696,515              5,973,170
              Cost of sales                                            3,818,276
                                                                                              3,769,758

                                                                -----------------      -----------------
              Gross profit                                             1,878,239              2,203,412

              Operating expenses:
                  Research and development                             1,074,442
                                                                                                869,541

                  Sales and marketing                                  1,418,388              1,152,731
                  General and administrative                             527,734
                                                                                                569,183

                                                                -----------------      -----------------
                                                                      (1,142,325
                      Loss from operations                                      )              (388,043)

              Other expense (income):
                  Other expense (income)                                 127,787                 (4,546)
                  Interest expense, net                                    2,763                    100
                  Foreign currency loss (gain)                            76,991                       )
                                                                                                (11,170

                                                                -----------------      -----------------
                                                                      (1,349,866
                      Loss before income tax benefit                            )              (372,427)

              Income tax benefit                                         483,619                226,810
                                                                -----------------      -----------------
                                                                        (866,247

                          Net loss                             $                )              (145,617)
                                                                =================      =================

              Per share information:

              Loss per share:
                  Basic                                        $           (0.12)                 (0.02)
                  Diluted                                      $           (0.12)                 (0.02)

              Number of shares used in per share calculation:

                  Basic                                                7,435,915              7,205,928
                  Diluted                                              7,435,915              7,205,928

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.


<PAGE>


Item 1. Financial Statements.
<TABLE>
<CAPTION>

<S>                                                                                 <C>                    <C>

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

                                                                                        2000                  1999
                                                                                    -------------         -------------

Cash flow from operations:

        Net loss                                                                  $     (866,247 )            (145,617 )

Adjustments to reconcile net loss to net cash used in operating activities:

    Depreciation and amortization                                                        262,203               203,080
    Provision for deferred taxes                                                        (483,692 )            (148,748 )
    Increase in accounts and contract receivables, net                                  (703,641 )          (1,619,702 )
    (Increase) decrease in costs and
        estimated earnings in excess of billings on uncompleted contracts                (28,173 )             546,515
    Decrease (increase) in inventories                                                   414,526              (168,128 )
    Increase in prepaid expenses and other deposits                                      (94,185 )             (19,991 )
    Increase in accounts payable                                                         200,653               456,514
    Increase in accrued expenses                                                         360,877                81,899
                                                                                    -------------         -------------

        Net cash used in operating activities                                           (937,679 )            (814,178 )
                                                                                    -------------         -------------

Cash flow from investing activities:

    Capital expenditures                                                                 (65,212 )            (427,797 )
                                                                                    -------------         -------------

        Net cash used in investing activities                                            (65,212 )            (427,797 )
                                                                                    -------------         -------------

Cash flow from financing activities:

    Proceeds from long term debt                                                              --             3,000,000
    Repayments of long term debt                                                         (11,728 )              (5,913 )
    Proceeds from exercise of stock options                                              491,096                    --
                                                                                    -------------         -------------

        Net cash provided by financing activities                                        479,368             2,994,087
                                                                                    -------------         -------------

        Net (decrease) increase in cash and cash equivalents                            (523,523 )           1,752,112
                                                                                    -------------         -------------

Cash and cash equivalents at beginning of period                                       2,047,838             1,239,227
                                                                                    -------------         -------------

Cash and cash equivalents at end of period                                        $    1,524,315             2,991,339
                                                                                    =============         =============

Supplement disclosure of cash flow information:

    Cash paid during the period for interest                                      $       52,039                30,108
    Cash paid during the period for income tax                                    $           --                 1,130

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

<PAGE>


 Item 1.  Financial Statements.


                       KVH INDUSTRIES, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

                            March 31, 2000 and 19998

                                   (Unaudited)

     (1) The accompanying  consolidated  financial statements of KVH Industries,
Inc. and subsidiary (the "Company") for the three-month  periods ended March 31,
2000 and  1999,  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 our
consolidated  financial  statements and notes  included in the Company's  Annual
Report on Form 10-K  dated  March 27,  2000,  as filed with the  Securities  and
Exchange  Commission.  Copies of our Form 10-K are available  upon request.  Our
results for the three months ended March 31, 2000 are not necessarily indicative
of operating results for the remainder of the year.

     (2)  Inventories  at March 31, 2000 and December 31, 1999 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:

                                           March 31,              December 31,
                                              2000                    1999
 Raw materials                          $     2,800,000            2,735,601
 Work in process                                 93,853              350,128
 Finished goods                                 363,890              586,540
                                          --------------         ------------
                                        $     3,257,743            3,672,269
                                          ==============         ============


     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 $163,111 and $163,044 at March 31, 2000
and December 31, 1999, 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,  we entered into a mortgage  loan in the amount of
$3,000,000  with a life  insurance  company.  The note term is 10 years,  with a
principal  amortization  of 20  years at a fixed  rate of  interest  of 7%.  The
mortgage loan is secured by land,  building and  improvements.  Monthly mortgage
expense is $23,259,  including interest and principal, and due to the difference
in the term of the note and amortization of the principal,  a balloon payment of
$2,014,716  is due on February 1, 2009.  As of March 31,  2000,  $2,929,147  was
outstanding.

     On March 27, 2000, we entered into a $5.0 million asset-based,  three-year,
revolving  loan  facility  with interest at the prime bank lending rate plus 1%.
Unused  portions of the revolving  credit  facility accrue interest at an annual
rate of 50 basis points.  The loan facility  advances  funds based upon an asset
availability   formula  that  includes  our  eligible  accounts  receivable  and
inventory.  The  availability  formula  sets aside a fixed  amount of  qualified
assets that may not be borrowed against.  We may terminate the loan prior to the
full term,  however,  we would become  liable for certain  termination  fees. At
March 31, 2000, we had $5,000,000 of unused borrowings with our bank to be drawn
upon as needed.

     (4) Net loss per common share.  The  computation  of the loss per share for
the  three-month  periods ended March 31, 2000 and 1999,  excludes the effect of
potential common stock, as the effect would be anti-dilutive. 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 1995 Private Securities Litigation Reform Act.

     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 included in the
Company's  Annual  Report on Form 10-K dated March 27, 2000.  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 www.kvh.com.

Results of Operations

     Overview - The sensor systems we produce for multiple  market  applications
are  based  on  the  proprietary  fiber  optic,   autocalibration  and  fluxgate
technologies  that are our core  resource.  We  integrate  our sensors  into our
satellite  communications  and  navigation  systems  for mobile  marine and land
applications  in the commercial and military  markets.  Sensors also are sold as
components to original equipment manufacturers (OEM) markets. We sell our sensor
products  and systems  through a variety of  channels,  including a direct sales
force and a network of dealers,  value-added  resellers,  distributors and sales
representatives.  Our research and development  activities are funded internally
and by customers.  We are financing  virtually all of the cost of developing our
marine   navigation  and  satellite   communications   products.   Manufacturing
operations  consist primarily of final assembly and test of products,  materials
procurement management and quality assurance.

Sensor-based Products for Communications

     A  key  component  of  our  communications   products  is  our  proprietary
three-axis,  fully stabilized  antenna,  which maintains  satellite contact with
geostationary  satellites  when a vessel or vehicle  platform is in motion.  The
antennas use a KVH digital gyro compass and  inclinometer  to measure  precisely
the pitch,  roll and yaw of an antenna  platform in relation to the earth.  That
data is used by our proprietary  stabilization and control software and on-board
microprocessors  to compute the antenna movement necessary to maintain satellite
contact and then transmit precise motor control instructions to aim the antenna.
We have  designed  our  antennas  to permit  rapid  initial  acquisition  of the
satellite  signal without  operator  intervention.  The primary focus of current
development  efforts is on creating a system that can provide  mobile users with
two-way, broadband Internet capabilities.

     Our TracVision DBS antenna system product line provides  mobile  television
and data reception on boats and land vehicles. TracVision systems for marine use
are compatible with both Digital Video  Broadcasting (DVB) and Digital Satellite
System  (DSS)  services.   Land  TracVision  systems  deliver  DSS  services  to
on-the-move  or  stationary  recreational  and sports  utility  vehicles,  motor
coaches, vans, and long-haul trucks. Our Tracphone(R) systems deliver voice, fax
and data to pleasure  and  commercial  marine  vessels via the mini-M  satellite
constellation   operated  by  Inmarsat  (the  International  Maritime  Satellite
Organization).

Sensor-based Products for Navigation

     We also sell  sensor-based  products  for  navigation  applications  in the
military  and marine  markets.  Compass  systems  utilize our  digital  fluxgate
heading  sensor to sample the  surrounding  magnetic  field and  output  precise
heading  data.  These signals are relayed to an on-board  microprocessor,  where
filtering and  averaging  algorithms  that we developed  translate the output to
stable   heading   information.   Our   proprietary   autocalibration   software
continuously  and   automatically   compensates  for  the  effects  of  magnetic
interference.  In highly dynamic  applications  where greater accuracy and fully
stabilized heading output is required,  we integrate the sensor with one or more
angular   rate   gyros   and    inclinometers.    This   integration    provides
three-dimensional  error correction and  stabilization  capabilities  previously
available only from more costly systems. For the military market, our TACNAV(TM)
sensor  product line ranges from a simple  GPS-compatible  compass system with a
single commander's  display to a complete,  integrated system that provides full
tactical navigation and targeting capabilities and includes up to three separate
commander's,  gunner's  and  driver's  displays.  TACNAV FOG combines the proven
performance  of TACNAV TLS systems  with the high  accuracy of a KVH fiber optic
sensor. Fiber Optic Sensor Systems

     In addition to integrating  our FOG technology into the KVH high-end TACNAV
system,  we sell FOGs to  commercial  OEMs for a variety  of  applications.  Key
applications include measuring  electrical power flow, robotics,  positive train
control and precision agriculture. The basic component of FOG sensors is E.Core,
a proprietary optical fiber that we manufacture.

     Net loss per share - Net losses for the three-month  periods ended March 31
were  $866,247 or $.12 per share in 2000 and $145,617 or $.02 per share in 1999.
Operating  losses in 2000 were  attributable  primarily to ongoing  research and
development  expenses  and slow  military  sales.  We are  continuing  to direct
substantial funds to engineering  efforts that are developing  advanced products
for such uses as two-way Internet,  evolving military requirements and new fiber
optic applications. Military orders that were delayed have begun to come in, and
we expect order flow to accelerate during the year.

     Net sales - Net sales for the 2000 first quarter were $5,696,515,  a slight
decrease from $5,973,170 in 1999.  Communications sales increased 71% in 2000 to
$4,149,312 from $2,433,209 in 1999. A decline in navigation  sales to $1,547,203
from  $3,539,961  was due to military  orders that we are  receiving  later than
expected.  A positive impact on profit of nearly $.9 million from communications
sales was  offset by the  adverse  impact on profit of $1.2  million  from lower
navigation  sales,  of which  $1.1  million  was  attributable  to the  delay in
military orders. While fiber optic gyro (FOG) sales to OEM customers declined in
2000 to $243,558  from  $379,708 in 1999,  we received  our first order from the
military for our fiber optic gyro-enhanced  tactical  navigation system.  During
the coming quarters,  we expect communications sales to continue growing and the
recovery of military and FOG orders to accelerate.

     Gross  profit - Gross  profit is  comprised  of  revenues  less the cost of
materials,   direct  labor,   manufacturing   overheads   and  warranty   costs.
First-quarter  gross  profit  decreased  about  15% in 2000 to  $1,878,239  from
$2,203,412 in 1999.  Gross profit as a percentage of net sales  decreased to 33%
in 2000 from 37% in the prior year.  The  decrease in gross profit is related to
the shift in our product  revenue mix, with  lower-margin  communications  sales
dominating sales of our higher-margin military orders during the quarter, and to
increased  manufacturing  overheads. We improved direct costs as a percentage of
net sales  during the 2000 quarter by 4% for  communications  products and by 2%
for  navigation  products.  Product cost  improvements  resulted  primarily from
engineering  redesigns.  The Company  anticipates  that gross profit will remain
flat or increase slightly when higher-margin navigation products rebound and the
product revenue mix shifts once again.  Negative pressure placed on gross profit
by low fiber optic sales also is expected to abate as volumes increase and begin
to offset fixed manufacturing overhead.

     Operating expenses - Research and development  expense increased 24% in the
2000 quarter to  $1,074,442  from  $869,541 in 1999.  The increase is due to our
ongoing  investment  in creating  technologically  advanced  products  that will
compete  strongly  and garner  substantial  presence in our  communications  and
navigation  markets.   Our  fiber  optic  development  emphasis  is  on  defense
applications, a market with substantial long-term potential where we already are
selling FOG-integrated navigation systems. A 23% increase in sales and marketing
expense  to  $1,418,388  from  $1,152,731  in 1999  resulted  from the  costs of
promoting our new  communication  products and increased focus on marketing FOGs
to OEMs.  General and  administrative  expenses decreased 7% to $527,734 in 2000
from  $569,183 in 1999,  primarily  due to reduced  headcount.  We believe  that
expenses for research and  development  and sales and marketing will remain flat
or increase  slightly as the year progresses to support  continuing  engineering
and marketing efforts for new products.  Administrative costs are anticipated to
remain at current levels throughout the remainder of the year.

     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  first-quarter  income tax benefit  reflects  the
realization of the tax benefit  associated with our current  quarter's loss. Our
effective  income tax rate has been  established  at 38% of the  operating  loss
after  adjustment  for certain items.  Our effective  income tax rate may change
during the remainder of 2000 if operating results differ  significantly from the
current operating projections.


<PAGE>


Liquidity and capital resources

     Working Capital - Working capital  decreased by $675,315 in the first three
months of 2000 from December 31, 1999. Cash and cash equivalents were $1,524,315
and  $2,047,838  at March 31, 2000,  and December  31, 1999,  respectively.  The
decrease in capital resources reflects the impact of fixed  manufacturing  costs
that are not yet offset by sales volumes,  and our increase in funding  research
and development internally.

     On March 27, 2000,  we entered into a $5,000,000  asset-based,  three-year,
revolving  loan facility at an interest rate of the prime bank lending rate plus
1%. Any unused portion of the revolving  credit facility  accrues interest at an
annual rate of 50 basis points.  The loan facility  provides for advancing funds
based upon an asset  availability  formula that  includes our eligible  accounts
receivable and inventory.  The availability formula sets aside a fixed amount of
qualified assets that may not be borrowed against. The company may terminate the
loan  prior to the full  term,  however,  we would  become  liable  for  certain
termination fees. At March 31, 2000, we had $5,000,000 of unused borrowings with
our bank to be drawn upon as needed.

     Capital  expenditures - Fixed assets  purchases  amounted to $65,212 in the
first  three   months  of  2000.   Fixed  asset   acquisitions   are   primarily
computer-related equipment.

     We anticipate  that our operating  costs will decrease in proportion to our
sales volumes,  generating  positive cash from operations  going forward.  Fixed
manufacturing overhead spending is expected to decline as a percent of revenues,
and we plan to reduce research and development  costs by offsetting  these costs
with  customer  funding.  We  believe  that  existing  cash  balances  and funds
available under our new revolving credit facility will be sufficient to meet our
anticipated  working capital  requirements for 2000. If we decide to expand more
rapidly,  to broaden or enhance products more rapidly,  to acquire businesses or
technologies or to make other  significant  expenditures to remain  competitive,
then we may need to raise additional funds.

Other Matters

     Recent Accounting  Pronouncements - In June 1999, the Financial  Accounting
Standards Board issued Statement of Financial  Accounting Standards ("SFAS") No.
137,  "Accounting for Derivative  Instruments and Hedging Activities -- Deferral
of the  Effective  Date  of  FASB  Statement  No.  133 -- an  Amendment  of FASB
Statement  No. 133".  The  Statement  amends SFAS No. 133 to defer its effective
date to all fiscal  quarters of all fiscal years  beginning after June 15, 2000.
We have not yet completed our analysis of the impact of adopting SFAS No. 133 on
the financial statements;  however, it is not expected to have a material impact
on the Company's financial condition, results of operations or cash flows.

     Year  2000 - After  evaluating  the  impact  of the year  2000  issue as it
relates to our navigation and  communications  products,  we have concluded that
they are not  affected  by year 2000  operating  issues.  We also  assessed  our
software and computer systems to be sure they are year 2000 compliant.  Based on
usage to date, our systems are year 2000 compliant.

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


Forward Looking Statements - Risk Factors

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations contains forward-looking  statements that are subject to a
number of risks and uncertainties that could affect our financial results.  In a
broad   perspective,   our  products  target  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.  Competition  in the OEM sensor
market is both dense and intense.


<PAGE>


     Specific  internal risk factors that could affect our  financial  stability
include:

     Recent  revenues have been derived in large part from new products,  and we
may not be able to sustain  that pace and rate of  success  for  products  under
development.

     For some time now,  we have been  experiencing  long  delays in  finalizing
military  contracts.  The resulting  lack of revenues has been a large factor in
reducing our gross margins and  increasing  our  quarterly  net losses.  While a
number of project bids are in process,  we cannot guarantee that we will receive
orders or that significant delays will not continue.  Since our military systems
are designed for very specific applications,  we do not have sufficient military
product breadth to provide us with consistent high-margin revenues when periodic
purchasing fluctuations occur.

     Our product  dependency  upon the Global  Positioning  System (GPS) and the
satellites,  antennas,  technologies and services of companies such as GM Hughes
Electronics,  PanAmSat Corp., Gilat Satellite  Networks,  Inmarsat Holdings Ltd,
Motorola Inc., DIRECTV, and EchoStar  Communications Corp. makes their risks our
risks.  We have no means of providing  communications  and  navigation  services
should these  capabilities  external to KVH fail.  In addition,  our new product
designs  anticipate  advances  by these  companies  that may not occur.  Greater
broadband  access,  for instance,  may not be available if new  satellites  from
Hughes and other companies malfunction, or have launches fail or be delayed past
currently scheduled dates beginning in 2001.

     The learning  curve for the new fiber optic  technology we acquired in 1997
has been much longer than we anticipated,  and we are still working to integrate
FOGs  into  some  product  lines  and to  establish  KVH as a player  in the OEM
markets.  While we have begun selling  FOG-integrated TACNAV systems and FOGs to
OEMs,  we cannot  predict if or when  revenues  will  offset  fixed  fiber optic
manufacturing costs. The OEM market is particularly  competitive,  and we cannot
guarantee that penetration will be sufficiently successful.

     Variations in our operating  results and product  failures could affect the
trading price of our Common Stock,  which has been subject to wide fluctuations.
A decrease in our market capitalization could affect our ability to secure loans
that are necessary for us to continue developing and marketing new products.

Part II. Other Information

Item 1. Legal Proceedings.

     In the  ordinary  course  of  business,  the  Company  is a party  to legal
proceedings  and  claims.  In  addition,  from  time to  time  the  Company  has
contractual  disagreements  with  certain  customers  concerning  the  Company's
products  and  services.  In a  complaint  filed  on  February  14,  2000,  (KVH
Industries,  Inc. v. Datron/Transco,  Inc., C.A. No. 00-067T [D.R.I.]),  KVH has
alleged that Datron/Transco, Inc., breached a 1999 agreement between the parties
and infringed upon KVH's United States Letters Patent No. 5,835,057. For relief,
KVH is seeking contractual  damages and treble compensatory  damages for willful
infringement  as well as preliminary  and permanent  injunctive  relief.  Datron
responded  to  the  complaint  on  March  14,  2000.  Datron  has  denied  KVH's
allegations  and is seeking a declaratory  judgment that KVH's patent is invalid
and that  Datron  has not  infringed  the  patent.  Datron  has also  brought an
antitrust counterclaim,  pursuant to which it seeks injunctive relief and treble
damages.  The Company  believes that it will prevail in this action and that the
lawsuit will not have a material effect on operations or capital resources.


<PAGE>


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

 1.  Exhibit 11 - Computation of Loss Per Common Share: Three Months Ended
      March 31, 2000 and 1999.

 2.  Exhibit 27 - Financial Data Schedule: Three Months Ended March 31, 2000.

 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: April 14, 2000





        Exhibit 11.

     Computation of net loss per share, all data in thousands,  except per share
data. This data is unaudited.

                                                       For the three months
                                                         ended March 31,
                                                     -------------------------
                                                       2000           1999
                                                     ----------    -----------

 Calculation of loss per share - basic
 Net loss                                            $    (866 )         (146 )
                                                     ==========    ===========

 Shares:
 Common shares outstanding                               7,436          7,206
                                                     ==========    ===========


 Net loss per common share - basic                   $   (0.12 )        (0.02 )
                                                     ==========    ===========

 Calculation of loss per share - diluted
 Net loss                                            $    (866 )         (146 )
                                                     ==========    ===========

 Shares:
 Common shares outstanding                               7,436          7,206
 Additional shares assuming conversion of: stock
      options and warrants                                   -              -
                                                     ----------    -----------

 Average common and equivalent shares outstanding        7,436          7,206
                                                     ==========    ===========


 Net loss per common share - diluted                 $   (0.12 )        (0.02 )

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

 See the accompanying notes to consolidated financial statements.


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     KVH Industries, Inc. March 31, 2000
</LEGEND>




<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-END>                                   Mar-31-2000
<CASH>                                         1,524,315
<SECURITIES>                                           0
<RECEIVABLES>                                  4,196,724
<ALLOWANCES>                                    (130,693)
<INVENTORY>                                    3,257,743
<CURRENT-ASSETS>                              10,084,360
<PP&E>                                        11,315,272
<DEPRECIATION>                                (4,251,317)
<TOTAL-ASSETS>                                20,009,361
<CURRENT-LIABILITIES>                          3,030,764
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                          75,981
<OTHER-SE>                                             0
<TOTAL-LIABILITY-AND-EQUITY>                  20,009,361
<SALES>                                        5,696,515
<TOTAL-REVENUES>                               5,696,515
<CGS>                                          3,818,276
<TOTAL-COSTS>                                  3,020,564
<OTHER-EXPENSES>                                 127,787
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                 2,763
<INCOME-PRETAX>                               (1,349,866)
<INCOME-TAX>                                     483,619
<INCOME-CONTINUING>                            (866,247)
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                   (866,247)
<EPS-BASIC>                                       (0.12)
<EPS-DILUTED>                                     (0.12)




</TABLE>


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