kvhi-20201231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No .1


(Mark One)
☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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 Incorporation or Organization)						(I.R.S. Employer Identification Number)

50 Enterprise Center, Middletown, RI 02842

(Address of Principal Executive Offices) (Zip Code)

(401) 847-3327

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	KVHI	(Nasdaq Global Select Market)
		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of June 30, 2020, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $144,621,573 based on the closing sale price of $8.93 per share as reported on the Nasdaq Global Select Market. Shares of common stock held by executive officers and directors of the registrant and their affiliates have been excluded from this calculation because such persons may be deemed affiliates. As of April 21, 2021, the registrant had 18,485,430 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.


		Page
	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	3
Item 11.	Executive Compensation	8
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions and Director Independence	17
Item 14.	Principal Accountant Fees and Services	19

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	20
Signatures		22


Name	Age	Position(s)
Martin A. Kits van Heyningen	62	Chairman of the Board, President and Chief Executive Officer
Roger A. Kuebel	59	Chief Financial Officer
Brent C. Bruun	55	Chief Operating Officer
Daniel R. Conway	67	Executive Vice President, Inertial Navigation
Mark Woodhead	50	Executive Vice President, Mobile Connectivity
Elizabeth Jackson	50	Executive Vice President of Strategy and Chief Marketing Officer
Robert J. Balog	57	Chief Technology Officer
Felise B. Feingold	51	Senior Vice President, General Counsel, Compliance Officer, Chief Data Privacy Officer and Secretary
Jennifer L. Baker	43	Vice President, Chief Accounting Officer
Mark S. Ain	78	Director
Stanley K. Honey	66	Director
Charles R. Trimble	79	Director
Robert E. Tavares	59	Director
James S. Dodez	62	Director
Danelle M. Barrett	53	Director


		Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	All Other Compensation	Total
Name and Principal Position	Year	($)	($)(1)	($)(2)	($)(3)	($)(4)	($)(5)	($)
Martin A. Kits van Heyningen	2020	502,725	1,000	529,773	326,623	102,815	21,393	1,484,329
President, Chief Executive Officer and Chairman of the Board of Directors	2019	522,833	118,638	446,516	328,739	—	20,382	1,437,108
Brent C. Bruun	2020	401,539	1,000	154,499	154,431	54,013	22,834	788,316
Chief Operating Officer	2019	400,000	61,000	210,972	150,904	45,000	23,400	891,276
Robert J. Balog	2020	321,046	1,000	123,603	123,545	28,807	12,267	610,268
Chief Technology Officer	2019	320,000	33,000	152,780	120,723	30,400	14,400	671,303


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)(2)
Stanley K. Honey	41,137	81,700	122,837
Danelle M. Barrett	31,207	90,100	121,307
Mark S. Ain	39,132	81,700	120,832
Charles R. Trimble	38,193	81,700	119,383
Robert E. Tavares	26,390	91,700	118,090
James S. Dodez	36,285	81,700	117,985
Bruce J. Ryan (3)	2,231	—	2,231


	Stock Awards
Name	Grant Date of Shares of Stock That Have Not Vested	Number of Shares of Stock That Have Not Vested (#)	Market Value of Shares of Stock That Have Not Vested ($)(1)
Mark S. Ain	8/4/2020	7,500(2)	85,125
Charles R. Trimble	8/4/2020	7,500(2)	85,125
Stanley K. Honey	8/4/2020	7,500(2)	85,125
James S. Dodez	8/4/2020	7,500(2)	85,125
Robert E. Tavares	4/8/2020	5,000(3)	56,750
Danelle M. Barrett	6/10/2020	5,000(4)	56,750


Plan category	Number of shares to be issued upon exercise of outstanding options, warrants and rights (#) column (a)	Weighted-average exercise price of outstanding options, warrants and rights ($) column (b)	Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)(#)) column (c)
Equity compensation plans approved by stockholders	2,035,202(1)	9.25	2,030,932(2)
Equity compensation plans not approved by stockholders	—	—	—
Total	2,035,202(1)	9.25	2,030,932(2)


	Shares beneficially owned
	Outstanding	Right to Acquire	Total Shares	Percent of Outstanding
5% Stockholders
Systematic Financial Management, L.P.(1) 300 Frank W. Burr Blvd., Glenpointe East, 7 Floor Teaneck, NJ 07666	1,704,926	—	1,704,926	9.2
Vintage Capital Management, LLC(2) 4705 S. Apopka Vineland Road, Suite 206 Orlando, FL 32819	1,700,000	—	1,700,000	9.2
Needham Investment Management, L.L.C.(3) 250 Park Avenue, 10th Floor New York, NY 10117 1099	1,591,498	—	1,591,498	8.6
VIEX Capital Advisors, LLC Group(4) 323 Sunny Isles Blvd., Suite 700 Sunny Isles Beach, FL 33160	1,262,097	—	1,262,097	6.8
BlackRock, Inc.(5) 55 East 52nd Street New York, NY 10055	1,243,518	—	1,243,518	6.7
Dimensional Fund Advisors LP (6) Building One 6300 Bee Cave Road Austin, TX 78746	1,074,109	—	1,074,109	5.8
Directors
Martin A. Kits van Heyningen(7)	923,779	240,702	1,164,481	6.2
Stanley K. Honey(8)	166,875	—	166,875	*
Mark S. Ain(9)	163,246	—	163,246	*
Charles R. Trimble(10)	132,000	—	132,000	*
James S. Dodez	52,381	—	52,381	*
Robert Tavares	30,000	—	30,000	*
Danelle Barrett	10,000	—	10,000	*
Other Named Executive Officers
Brent C. Bruun	140,737	91,199	231,936	1.2
Robert Balog	86,882	52,188	139,070	*
All current directors and executive officers as a group (15 persons)(11)	1,986,168	506,789	2,492,957	13.1


	Fees
Fee category	2020	2019
Audit fees(1)	$ 868,218	$ 880,697
Audit-related fees(2)	18,218	7,285
Tax fees(3)	20,488	4,581
All Other Fees	-	-
Total fees	$ 906,924	$ 892,563



(a)	1.	Financial Statements†

		Report of Independent Registered Public Accounting Firm

		Consolidated Balance Sheets as of December 31, 2020 and 2019

		Consolidated Statements of Operations for the years ended December 31, 2020 and 2019

		Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2020 and 2019

		Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020 and 2019

		Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019

		Notes to Consolidated Financial Statements

	†	Included in the Original Filing.

(a)	2.	Financial Statement Schedules

		None.

(a)	3.	Exhibits


	KVH Industries, Inc.

Date: April 30, 2021	By:	/S/ MARTIN A. KITS VAN HEYNINGEN
		Martin A. Kits van Heyningen President, Chief Executive Officer and Chairman of the Board


	Option Awards			Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date (2)	Grant Date of Shares of Stock That Have Not Vested	Number of Shares of Stock That Have Not Vested (#) (3)	Market Value of Shares of Stock That Have Not Vested ($)(4)
Martin A. Kits van Heyningen					3/30/2017	9,274	105,260
					6/6/2018	14,355	162,929
					6/5/2019	26,437	300,060
					8/2/2020	65,243	740,508
	88,383	29,460	7.85	3/30/2022
	42,842	42,840	11.30	6/6/2023
	27,051	81,151	9.33	6/5/2024
	-	113,462	8.12	8/2/2025
Brent C. Bruun					3/30/2017	4,051	45,979
					6/6/2018	6,201	70,381
					6/5/2019	12,135	137,732
					8/2/2020	19,027	215,956
	38,604	12,867	7.85	3/30/2022
	18,508	18,506	11.30	6/6/2023
	12,418	37,251	9.33	6/5/2024
	-	53,646	8.12	8/2/2025
Robert J. Balog					3/30/2017	3,189	36,195
					6/6/2018	4,956	56,251
					6/5/2019	9,708	110,186
					8/2/2020	15,222	172,770
	-	10,130	7.85	3/30/2022
	14,794	14,792	11.30	6/6/2023
	9,934	29,801	9.33	6/5/2024
	-	42,917	8.12	8/2/2025

SEC Form 10-K/A filed by KVH Industries, Inc. (Amendment)