UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

(Mark One)

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

For the quarterly period ended ~~September 30, 2017~~March 31, 2019

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

For the transition period from to

Commission file number001-35003

RigNet, Inc.

(Exact name of registrant as specified in its charter)


Delaware		76-0677208
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15115 Park Row Blvd, Suite 300 Houston, Texas		77084-4947
(Address of principal executive offices)		(Zip Code)

(281) 674-0100

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, $0.001 par value per share	RNET	NASDAQ

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

At ~~October 31, 2017,~~April 30, 2019, there were outstanding ~~18,225,194~~19,711,075 shares of the registrant’s Common Stock.

TABLE OF CONTENTS

Page

PART I – FINANCIAL INFORMATION

Glossary

Item 1

Condensed Consolidated Financial Statements (Unaudited)

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2224

Item 3

Quantitative and Qualitative Disclosures about Market Risk

3433

Item 4

Controls and Procedures

PART II – OTHER INFORMATION

Item 1

Legal Proceedings

Item 1A

Risk Factors

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3

Defaults Upon Senior Securities

Item 4

Mine Safety Disclosures

Item 5

Other Information

Item 6

Exhibits

Glossary


Adjusted EBITDA		Anon-GAAP measure. Net income (loss) plus interest expense, income tax expense (benefit), depreciation and amortization, impairment of goodwill, intangibles, property, plant and equipment, foreign exchange impact of intercompany financing activities, (gain) loss on sales of property, plant and equipment, net of retirements, change in fair value of earn-outs and contingent consideration, stock-based compensation, acquisition costs, executive departure costs, restructuring charges, the GX dispute, the GX dispute Phase II costs andnon-recurring items. A reconciliation of Adjusted EBITDA to Net Income can be found in Item 6. Selected Financial Data on page 35.

AI		Artificial Intelligence

Apps		Software Applications

ASC		Accounting Standards Codification

ASU		Accounting Standards Update

Auto-Comm		Automation Communications Engineering Corp., acquired in 2018, provides additional Systems Integration solutions

AVI		Adaptive Video Intelligence

BOP		Blow-out preventer

BGAN		Broadband Global Access Networks

CIEB		Costs and estimated earnings in excess of billings on uncompleted contracts

Cyphre^®		Acquired in 2017, provides cybersecurity solutions with advanced enterprise data protection

DTS		Acquired in 2017, increases solutions offerings in managed communications, IT, and disaster relief

ECS		Enhanced Cyber Security

EDS		Emergency disconnection sequence

EPC		Engineering, Procurement and Construction

ESS		Acquired in 2017, increases solutions offerings in SCADA and IoT

Exchange Act		United States Securities Exchange Act of 1934, as Amended

FASB		Financial Accounting Standards Board

FCC		Federal Communications Commission

GX		Inmarsat plc’s Global Express satellite bandwidth service

HTS		High Throughput Satellite, providing greater bandwidth than traditional satellites

Intelie		Intelie soluções em Informática SA, acquired in 2018, provides machine learning and real-time predictive analytics

IoT		Internet-of-Things

IP		Internet Protocol

KPI		Key performance indicators

LIBOR		London Interbank Offered Rate

LoRA		Long Range Access

LOS		Line-of-Sight microwave transmission

MCS		Managed Communications Services

MPLS		Multiprotocol Label Switching

NASDAQ		NASDAQ Global Select Market, where RigNet’s common shares are listed for trading

NOC		Network Operations Center

NPT		Non-productive time

OPEC		Organization of Petroleum Exporting Countries

OTT		Software, IoT and other advanced solutions deliveredOver-the-Top of the network layer

PUC		Public Utility Commission

ROP		Rate of penetration


SaaS		Software as a Service

SAB		Staff Accounting Bulletin

SAFCON		Safety Controls, Inc., acquired in 2018, provides additional safety, security, and maintenance service solutions for oil and gas

Satellite bandwidth – Ka band		Bandwidth typically operating in a frequency range of 27 – 40 gigahertz

Satellite bandwidth – Ku band		Bandwidth typically operating in a frequency range of 12 – 18 gigahertz

Satellite bandwidth – C band		Bandwidth typically operating in a frequency range of 4 – 8 gigahertz

Satellite bandwidth – L band		Bandwidth typically operating in a frequency range of 1 – 2 gigahertz

SCADA		Supervisory Control and Data Acquisition

SEC		United States Securities and Exchange Commission

SI		Systems Integration

SOC		Security Operations Center

TECNOR		Orgtec S.A.P.I. de C.V., d.b.a. TECNOR, acquired in March 2016, increases solutions offerings in Mexico

The Tax Act		The Tax Cuts and Jobs Act

U.S. GAAP		Generally Accepted Accounting Principles in the United States

VMS		Video Management System

VSAT		Very Small Aperture Terminal satellite receivers

WiMax		Worldwide Interoperability for Microwave Access wireless broadband communication standard

PART I – FINANCIAL INFORMATION

Item 1.Condensed Consolidated Financial Statements

RIGNET, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


								March 31,			December 31,
	September 30, 2017			December 31, 2016				2019			2018
	(in thousands, except share amounts)							(in thousands, except share amounts)
ASSETS							ASSETS
Current assets:
Cash and cash equivalents	$	32,900		$	57,152			$	18,660		$	21,711
Restricted cash		43			139				42			41
Accounts receivable, net		49,216			48,672				74,115			67,450
Costs and estimated earnings in excess of billings on uncompleted contracts		1,773			2,382
Costs and estimated earnings in excess of billings on uncompleted contracts (CIEB)									5,710			7,138
Prepaid expenses and other current assets		6,743			10,379				7,180			6,767

Total current assets		90,675			118,724				105,707			103,107
Property, plant and equipment, net		62,895			59,757				63,889			63,585
Restricted cash		1,500			1,514				1,499			1,544
Goodwill		37,122			21,998				46,830			46,631
Intangibles, net		32,341			16,028				31,495			33,733
Right-of-use lease asset									4,588			—
Deferred tax and other assets		13,315			12,951				7,211			10,325

TOTAL ASSETS	$	237,848		$	230,972			$	261,219		$	258,925

LIABILITIES AND EQUITY							LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	12,195		$	9,057			$	26,922		$	20,568
Accrued expenses		15,592			12,835				16,015			16,374
Current maturities of long-term debt		8,545			8,478				10,809			4,942
Income taxes payable		240			877				2,680			2,431
GX dispute accrual									50,765			50,765
Deferred revenue and other current liabilities		9,340			3,625				9,724			5,863

Total current liabilities		45,912			34,872				116,915			100,943
Long-term debt		51,455			52,990				64,734			72,085
Deferred revenue		263			254				272			318
Deferred tax liability		301			256				619			652
Right-of-use lease liability - long-term portion									5,789			—
Other liabilities		27,365			30,022				25,784			28,943

Total liabilities		125,296			118,394				214,113			202,941

Commitments and contingencies (Note 11)
Equity:
Stockholders’ equity
Preferred stock - $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding at September 30, 2017 or December 31, 2016		—			—
Common stock - $0.001 par value; 191,000,000 shares authorized; 18,225,194 and 17,932,598 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		18			18
Treasury stock - 5,516 and no shares at September 30, 2017 and December 31, 2016, respectively, at cost		(116	)		—
Preferred stock - $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding at March 31, 2019 or December 31, 2018									—			—
Common stock - $0.001 par value; 190,000,000 shares authorized; 19,711,075 and 19,464,847 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively									20			19
Treasury stock - 198,199 and 91,567 shares at March 31, 2019 and December 31, 2018, respectively, at cost									(2,677	)		(1,270	)
Additionalpaid-in capital		154,959			147,906				177,404			172,946
Accumulated deficit		(28,057	)		(17,550	)			(108,500	)		(96,517	)
Accumulated other comprehensive loss		(14,468	)		(17,971	)			(19,096	)		(19,254	)

Total stockholders’ equity		112,336			112,403				47,151			55,924
Non-redeemable,non-controlling interest		216			175				(45	)		60

Total equity		112,552			112,578				47,106			55,984

TOTAL LIABILITIES AND EQUITY	$	237,848		$	230,972			$	261,219		$	258,925

The accompanying notes are an integral part of the condensed consolidated financial statements.

RIGNET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
	(in thousands, except per share amounts)												(in thousands, except per share amounts)
Revenue	$	50,844		$	50,612		$	148,078		$	167,864		$	57,510		$	53,833

Expenses:
Cost of revenue (excluding depreciation and amortization)		32,385			29,860			95,298			99,412			36,456			33,681
Depreciation and amortization		7,999			8,305			22,867			25,561			8,912			7,987
Impairment of intangible assets		—			—			—			397
Selling and marketing		2,400			1,724			5,968			5,559			3,793			2,949
General and administrative		11,011			10,476			31,401			39,393			16,470			13,686

Total expenses		53,795			50,365			155,534			170,322			65,631			58,303

Operating income (loss)		(2,951	)		247			(7,456	)		(2,458	)
Operating loss														(8,121	)		(4,470	)
Other income (expense):
Interest expense		(689	)		(729	)		(1,921	)		(2,040	)		(1,238	)		(959	)
Other income (expense), net		209			(426	)		62			(397	)
Other income, net														72			506

Loss before income taxes		(3,431	)		(908	)		(9,315	)		(4,895	)		(9,287	)		(4,923	)
Income tax expense		(762	)		(540	)		(1,075	)		(2,676	)		(2,666	)		(603	)

Net loss		(4,193	)		(1,448	)		(10,390	)		(7,571	)		(11,953	)		(5,526	)
Less: Net income attributable tonon-redeemable,non-controlling interest		39			210			117			171			30			30

Net loss attributable to RigNet, Inc. stockholders	$	(4,232	)	$	(1,658	)	$	(10,507	)	$	(7,742	)	$	(11,983	)	$	(5,556	)

COMPREHENSIVE LOSS
Net loss	$	(4,193	)	$	(1,448	)	$	(10,390	)	$	(7,571	)	$	(11,953	)	$	(5,526	)
Foreign currency translation		1,737			(363	)		3,503			(1,954	)		158			1,600

Comprehensive loss		(2,456	)		(1,811	)		(6,887	)		(9,525	)		(11,795	)		(3,926	)
Less: Comprehensive income (loss) attributable tonon-controlling interest		39			210			117			171	��
Less: Comprehensive income attributable tonon-controlling interest														30			30

Comprehensive loss attributable to RigNet, Inc. stockholders	$	(2,495	)	$	(2,021	)	$	(7,004	)	$	(9,696	)	$	(11,825	)	$	(3,956	)

LOSS PER SHARE – BASIC AND DILUTED
LOSS PER SHARE - BASIC AND DILUTED
Net loss attributable to RigNet, Inc. common stockholders	$	(4,232	)	$	(1,658	)	$	(10,507	)	$	(7,742	)	$	(11,983	)	$	(5,556	)

Net loss per share attributable to RigNet, Inc. common stockholders, basic	$	(0.23	)	$	(0.09	)	$	(0.58	)	$	(0.44	)	$	(0.63	)	$	(0.31	)

Net loss per share attributable to RigNet, Inc. common stockholders, diluted	$	(0.23	)	$	(0.09	)	$	(0.58	)	$	(0.44	)	$	(0.63	)	$	(0.31	)

Weighted average shares outstanding, basic		18,086			17,782			17,982			17,677			18,949			18,146

Weighted average shares outstanding, diluted		18,086			17,782			17,982			17,677			18,949			18,146

The accompanying notes are an integral part of the condensed consolidated financial statements.

RIGNET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
	(in thousands)						(in thousands)
Cash flows from operating activities:
Net loss	$	(10,390	)	$	(7,571	)	$	(11,953	)	$	(5,526	)
Adjustments to reconcile net loss to net cash provided by operations:
Depreciation and amortization		22,867			25,561			8,912			7,987
Impairment of intangible assets		—			397
Stock-based compensation		2,949			2,708			4,458			2,445
Amortization of deferred financing costs		192			132			61			51
Deferred taxes		(271	)		(1,461	)		2,469			449
Change in fair value ofearn-out/contingent consideration		(846	)		(1,279	)		—			22
Accretion of discount of contingent consideration payable for acquisitions		417			378			94			162
(Gain) loss on sales of property, plant and equipment, net of retirements		55			(164	)
Gain on sales of property, plant and equipment, net of retirements								(7	)		(53	)
Changes in operating assets and liabilities, net of effect of acquisition:
Accounts receivable		(122	)		10,498
Costs and estimated earnings in excess of billings on uncompleted contracts		716			4,078
Accounts receivable, net								(6,777	)		(6,255	)
Costs and estimated earnings in excess of billings on uncompleted contracts (CIEB)								1,439			520
Prepaid expenses and other assets		3,714			(4,927	)		85			(1,012	)
Accounts payable		1,697			(475	)		4,058			(999	)
Accrued expenses		1,733			(5,741	)		(38	)		(2,613	)
Deferred revenue and other assets		6,212			67
Deferred revenue								3,074			1,905
Other liabilities		(8,035	)		553			(1,227	)		425

Net cash provided by operating activities		20,888			22,754
Net cash provided by (used in) operating activities								4,648			(2,492	)

Cash flows from investing activities:
Acquisitions		(32,205	)		(4,841	)
Acquisitions (net of cash acquired)								—			(3,202	)
Capital expenditures		(13,186	)		(11,152	)		(4,814	)		(5,099	)
Proceeds from sales of property, plant and equipment		274			205			66			149
Increase (decrease) in restricted cash		110			(1,098	)

Net cash used in investing activities		(45,007	)		(16,886	)		(4,748	)		(8,152	)

Cash flows from financing activities:
Proceeds from issuance of common stock		684			1,606
Issuance of common stock upon the exercise of stock options and the vesting of restricted stock								1			13
Stock withheld to cover employee taxes on stock-based compensation								(1,407	)		(980	)
Subsidiary distributions tonon-controlling interest		(76	)		(197	)		(135	)		(66	)
Proceeds from borrowings		15,000			—
Repayments of long-term debt		(16,660	)		(9,420	)		(1,295	)		(1,286	)
Payment of financing fees		—			(100	)		(250	)		—

Net cash used in financing activities		(1,052	)		(8,111	)		(3,086	)		(2,319	)

Net change in cash and cash equivalents		(25,171	)		(2,243	)		(3,186	)		(12,963	)

Cash and cash equivalents:
Cash and cash equivalents including restricted cash:
Balance, January 1,		57,152			60,468			23,296			36,141
Changes in foreign currency translation		919			(986	)		91			271

Balance, September 30,	$	32,900		$	57,239
Balance, March 31,							$	20,201		$	23,449

Supplemental disclosures:
Income taxes paid	$	1,515		$	5,890		$	737		$	629
Interest paid	$	1,362		$	1,527		$	1,019		$	665
Property, plant and equipment acquired under capital leases	$	—		$	335
Non-cash investing - capital expenditures accrued	$	2,785		$	653		$	4,398		$	3,186
Non-cash investing - tenant improvement allowance	$	1,728		$	—
Non-cash investing - contingent consideration for acquisitions	$	3,798		$	5,553		$	—		$	7,600
Non-cash investing and financing - stock for Cyphre Security Solutions	$	3,304		$	—
Non-cash investing and financing - stock for acquisitions							$	—		$	7,340
Liabilities assumed in acquisitions	$	674		$	2,408		$	—		$	4,285

							March 31,			March 31,
							2019			2018
Cash and cash equivalents							$	18,660		$	21,858
Restricted cash - current portion								42			45
Restricted cash - long-term portion								1,499			1,546

Cash and cash equivalents including restricted cash							$	20,201		$	23,449

The accompanying notes are an integral part of the condensed consolidated financial statements.

RIGNET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


											Additional Paid-In Capital				Accumulated Deficit			Accumulated Other Comprehensive Loss				Total Stockholders’ Equity				Non-Redeemable, Non-Controlling Interest				Total Equity				Common Stock						Treasury Stock							Additional Paid-In			Accumulated				Accumulated Other Comprehensive				Total Stockholders’				Non-Redeemable, Non-Controlling			Total
	Common Stock					Treasury Stock															Shares												Amount			Shares			Amount			Capital				Deficit			Loss				Equity				Interest				Equity
	Shares			Amount		Shares		Amount													(dollars and shares in thousands)
Balance, January 1, 2018																																			18,233		$	18			6		$	(116	)		$	155,829		$	(33,726	)		$	(14,806	)		$	107,199			$	78		$	107,277
Issuance of common stock upon the exercise of stock options																																			1			—			—			—				12			—				—				12				—			12
Issuance of common stock upon the vesting of Restricted Stock Units, net of share cancellations																																			340			—			—			—				—			—				—				—				—			—
Issuance of common stock upon the acquisition of Intelie																																			530			1			—			—				7,339			—				—				7,340				—			7,340
Stock withheld to cover employee taxes on stock-based compensation																																			—			—			74			(980	)			—			—				—				(980	)			—			(980	)
Stock-based compensation																																			—			—			—			—				2,445			—				—				2,445				—			2,445
Cumulative effect adjustment from implementation of ASU2016-16																																			—			—			—			—				—			(338	)			—				(338	)						(338	)
Foreign currency translation																																			—			—			—			—				—			—				1,600				1,600				—			1,600
Non-controlling owner distributions																																			—			—			—			—				—			—				—				—				(66	)		(66	)
Net income (loss)																																			—			—			—			—				—			(5,556	)			—				(5,556	)			30			(5,526	)
	(in thousands)
Balance, January 1, 2016		17,758		$	18		—	$	—					$		143,012		$	(6,043	)					$				(13,836			)		$	123,151		$	162		$	123,313
Balance, March 31, 2018																																			19,104		$	19			80		$	(1,096	)		$	165,625		$	(39,620	)		$	(13,206	)		$	111,722			$	42		$	111,764

Balance, January 1, 2019																																			19,465		$	19			92		$	(1,270	)		$	172,946		$	(96,517	)		$	(19,254	)		$	55,924			$	60		$	55,984
Issuance of common stock upon the exercise of stock options		213			—		—		—					1,606				—					—				1,606				—				1,606			—			—			—				—			—				—				—				—			—		—
Restricted common stock cancellations		(44	)		—		—		—				—				—			—				—				—				—
Issuance of common stock upon the vesting of Restricted Stock Units, net of share cancellations																																			246			1			—			—				—			—				—				1				—			1
Stock withheld to cover employee taxes on stock-based compensation																																			—			—			106			(1,407	)			—			—				—				(1,407	)			—			(1,407	)
Stock-based compensation		—			—		—		—			2,708				—			—				2,708				—				2,708				—			—			—			—				4,458			—				—				4,458				—			4,458
Foreign currency translation		—			—		—		—			—				—			(1,954	)			(1,954	)			—				(1,954	)			—			—			—			—				—			—				158				158				—			158
Non-controlling owner distributions		—			—		—		—			—				—			—				—				(197	)			(197	)			—			—			—			—				—			—				—				—				(135	)		(135	)
Net income (loss)		—			—		—		—			—				(7,742	)		—				(7,742	)			171				(7,571	)			—			—			—			—				—			(11,983	)			—				(11,983	)			30			(11,953	)

Balance, September 30, 2016		17,927		$	18		—	$	—		$	147,326			$	(13,785	)	$	(15,790	)		$	117,769			$	136			$	117,905
Balance, March 31, 2019																																			19,711		$	20			198		$	(2,677	)		$	177,404		$	(108,500	)		$	(19,096	)		$	47,151			$	(45	)	$	47,106

Balance, January 1, 2017		17,933		$	18		—	$	—		$	147,906			$	(17,550	)	$	(17,971	)		$	112,403			$	175			$	112,578
Issuance of common stock upon the exercise of stock options		58			—		—		—			800				—			—				800				—				800
Issuance of common stock upon the vesting of Restricted Stock Units, net of share cancellations		48			—		—		—			—				—			—				—				—				—
Issuance of common stock upon the acquisition of Cyphre		192			—		—		—			3,304				—			—				3,304				—				3,304
Stock witheld to cover employee taxes on stock-based compensation		(6	)		—		6		(116	)		—				—			—				(116	)			—				(116	)
Stock-based compensation		—			—		—		—			2,949				—			—				2,949				—				2,949
Foreign currency translation		—			—		—		—			—				—			3,503				3,503				—				3,503
Non-controlling owner distributions		—			—		—		—			—				—			—				—				(76	)			(76	)
Net income (loss)		—			—		—		—			—				(10,507	)		—				(10,507	)			117				(10,390	)

Balance, September 30, 2017		18,225		$	18		6	$	(116	)	$	154,959			$	(28,057	)	$	(14,468	)		$	112,336			$	216			$	112,552

The accompanying notes are an integral part of the condensed consolidated financial statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

The interim unaudited condensed consolidated financial statements of RigNet, Inc. (the Company or RigNet) include all adjustments which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of operations. All such adjustments are of a normal recurring nature. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and Rule10-01 of RegulationS-X. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying footnotes. Estimates and assumptions about future events and their effects cannot be perceived with certainty. Estimates may change as new events occur, as more experience is acquired, as additional information becomes available and as the Company’s operating environment changes. Actual results could differ from estimates. These interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, ~~2016~~2018 included in the Company’s Annual Report on Form10-K filed with the Securities and Exchange Commission on March ~~6, 2017.~~15, 2019.

Significant Accounting Policies

Please refer to RigNet’s Annual Report on Form10-K for fiscal year ~~2016~~2018 for information regarding the Company’s accounting policies.

~~Recently Issued Accounting Pronouncements~~

~~In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards UpdateNo. 2014-09~~ ~~(ASU2014-09),~~Revenue Recognition – Revenue from Contracts with Customers ~~(Topic 606). The core principle of this amendment~~

Revenue is ~~that an entity should recognize revenue~~recognized to depict the transfer of promised goods or services ~~to customers~~ in an amount that reflects the consideration to which the ~~entity~~Company expects to be entitled in exchange for those goods or services. ~~In August 2015,~~

Revenue Recognition – Managed Communications Services (MCS) and Applications andInternet-of-Things (Apps & IoT)

MCS and Apps & IoT customers are primarily served under fixed-price contracts, either on a monthly or day rate basis or for equipment sales and consulting services. Contracts are generally in the ~~FASB issued Accounting Standards UpdateNo. 2015-14~~ ~~(ASU2015-14),~~ ~~Revenue from Contracts~~form of Master Service Agreements, or MSAs, with ~~Customers (Topic 606): Deferral~~specific services being provided under individual service orders. Offshore contracts generally have a term of up to three years with renewal options. Land-based contracts are generally shorter term or terminable on short notice without a penalty. Service orders are executed under the MSA for individual remote sites or groups of sites, and generally permit early termination on short notice without penalty in the event of force majeure, breach of the ~~Effective Date. In March 2016,~~MSA or cold stacking of a drilling rig (when a rig is taken out of service and is expected to be idle for a protracted period of time).

Performance Obligations Satisfied Over Time— The delivery of service represents the ~~FASB issued~~single performance obligation under MCS and Apps & IoT contracts. Revenue for contracts is generally recognized over time as service is transferred to the customer and the Company expects to be entitled to the agreed monthly or day rate in exchange for those services.

Performance Obligations Satisfied at a Point in Time— The delivery of equipment represents the single performance obligation under equipment sale contracts. Revenue for equipment sales is generally recognized upon delivery of equipment to customers.

Revenue Recognition – Systems Integration

Revenues related to long-term, fixed-price Systems Integration contracts for customized network solutions are recognized based on the percentage of completion for the contract. At any point, RigNet has numerous contracts in progress, all of which are at various stages of completion. Accounting ~~Standards Update~~for revenues and profits on long-term contracts requires estimates of total estimated contract costs and estimates of progress toward completion to determine the extent of revenue and profit recognition.

Performance Obligations Satisfied Over Time— The delivery of a Systems Integration solution represents the single performance obligation under Systems Integration contracts. Progress towards completion on fixed-price contracts is measured based on the ratio of costs incurred to total estimated contract costs (the~~No. 2016-08~~cost-to-cost ~~(ASU2016-08),~~method). These estimates may be revised as additional information becomes available or as specific project circumstances change.

The Company reviews all material contracts on a monthly basis and revises the estimates as appropriate for developments such as providing services, purchasing third-party materials and equipment at costs differing from those previously estimated, and incurring or expecting to incur schedule issues. Changes in estimated final contract revenues and costs can either increase or decrease the final estimated contract profit or loss. Profits are recorded in the period in which a change in estimate is recognized, based on progress achieved through the period of change. Anticipated losses on contracts are recorded in full in the period in which they become evident. Revenue ~~from Contracts~~recognized in excess of amounts billed is classified as a current asset under Costs and estimated earnings in excess of billings on uncompleted contracts (CIEB).

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Systems Integration contracts are billed in accordance with ~~Customers: Principal versus Agent Considerations. The amendments are intended to improve~~ the ~~operability and understandability~~terms of the ~~implementation guidance~~contract which are typically either based on ~~principal versus agent considerations. In April~~milestones or specified time intervals. As of March 31, 2019 and ~~May~~December 31, 2018, the amount of ~~2016, the FASB issued Accounting Standards Update~~CIEB related to Systems Integration projects was $5.7 million and $7.1 million, respectively. Under long-term contracts, amounts recorded in CIEB may not be realized or paid within a~~No. 2016-10~~one-year ~~(ASU2016-10)~~period. As of March 31, 2019 and ~~Accounting Standards UpdateNo. 2016-12~~ ~~(ASU2016-12),~~ ~~Revenue from Contracts with Customers (Topic 606),~~December 31, 2018, $2.3 million and none, respectively, ~~that provide scope amendments, performance obligations clarification and practical expedients. These ASUs allow for the use~~ of either the full or modified retrospective transition method and are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period.amounts billed to customers in excess of revenue recognized to date were classified as a current liability, under deferred revenue.

Variable Consideration – Systems Integration - The Company records revenue on contracts relating to certain probable claims and unapproved change orders by including in revenue an amount less than or equal to the amount of costs incurred to date relating to these probable claims and unapproved change orders, thus recognizing no profit until such time as claims are finalized or change orders are approved. The amount of unapproved change orders and claim revenues is included in the Company’s Consolidated Balance Sheets as part of CIEB. No material unapproved change orders or claims revenue were included in CIEB as of March 31, 2019 and December 31, 2018. As new facts become known, an adjustment to the estimated recovery is made and reflected in the current period.

Backlog - As of March 31, 2019, we have backlog for our percentage of completion projects of $43.1 million, which will ~~adopt this ASU~~be recognized over the remaining contract term for each contract. Percentage of completion contract terms are typically one to three years.

Leases

Effective with the adoption of the new lease standard on January 1, ~~2018. The Company’s evaluation of this ASU~~2019, we determine if an arrangement is a lease at inception. Operating leases right to use assets and liabilities are included ~~a detailed review of representative contracts from each segment~~in right to use lease asset, deferred revenue and ~~comparing historical accounting policies~~other current liabilities and ~~practices~~right to ~~the new standard. The Company does not expect the adoption of this ASU to have a material impact~~use lease liability – long-term portion on ~~its~~our condensed consolidated ~~financial statements.~~balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term debt, and long-term debt on our condensed consolidated balance sheets.

Operating lease right to use assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Recently Issued Accounting Pronouncements

In ~~February~~March 2016, the FASB issued Accounting Standards UpdateNo. 2016-02 (ASU2016-02), Leases. This ASU is effective for annual reporting periods beginning after December 15, 2018. This ASU introduces a new lessee model that generally brings leases on to the balance sheet. The Company adopted this ASU as of the first quarter 2019, and it requiresright-of-use liabilities on the consolidated balance sheet of $6.5 million as of March 31, 2019, of which $5.8 million is long-term and $0.7 million is current, with no related impact on the Company’s Condensed Consolidated Statement of Equity or Comprehensive Loss. The Company elected the package of practical expedients permitted under the transition guidance within the new standard which, among other things, allows companies to carry forward their historical lease classification and to not record leases with an initial term of less than 12 months. The Company has used the optional transition method permitted under Accounting Standards UpdateNo. 2018-11 (ASU2018-11). Accordingly, prior year amounts have not been adjusted and continue to be reflected in accordance with Company’s historical accounting. The Company’s credit agreement excludes the impact of ASU2016-02.

In June 2018, the FASB issued Accounting Standards UpdateNo. 2018-07 (ASU2018-07), which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The ASU is effective for annual and interim reporting periods beginning after December 15, 2018. The adoption of this ASU did not have any material impact on the Company’s condensed consolidated financial statements

In August 2018, the FASB issued ASUNo. 2018-13 (ASU2018-13), which eliminates disclosures, modifies existing disclosures and adds new Fair Value disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for annual and interim reporting periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact the adoption of this ASU will have on the Company’s condensed consolidated financial statements.

In ~~March 2016,~~August 2018, the FASB issued ~~Accounting Standards Update~~ASUNo. ~~2016-09~~2018-15 (ASU~~2016-09)~~2018-15), Share Based Compensation. The new ASU simplifies several aspects of share based compensation including income tax consequences, classification of awards as either equity or liabilities, and classificationwhich provides guidance on ~~the statement of cash flows. This ASU~~implementation costs incurred in a cloud computing arrangement that is ~~effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted ASU2016-09~~ ~~in the second quarter of 2016 and has applied the guidance as of January 1, 2016. The adoption of this ASU did not have~~ a ~~material impact on the Company’s condensed consolidated financial statements.~~

~~In August 2016, the FASB issued Accounting Standards UpdateNo. 2016-15~~ ~~(ASU2016-15),~~ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new ASU reduces diversity of practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics, including the treatment of contingent consideration payments made after a business combination.service contract. The ASU is effective for annual and interim reporting periods beginning after December 15, ~~2017. Early adoption is permitted.~~2019. The Company is currently in the process of evaluating the impact the adoption of this ASU will have on the Company’s condensed consolidated financial statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~In November 2016, the FASB issued Accounting Standards UpdateNo. 2016-18~~ ~~(ASU2016-18),~~ which includes restricted cash in the cash and cash equivalents balance in the statement of cash flows. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017. The Company is currently in the process of evaluating the impact the adoption of this ASU will have on the Company’s consolidated financial statements.

Note 2 – Business Combinations

~~Energy Satellite Services~~Auto-Comm and SAFCON

On ~~July 28, 2017,~~April 18, 2018, RigNet ~~acquired substantially all~~completed the ~~assets~~separate acquisitions of ~~Energy Satellite Services (ESS). ESS is~~Automation Communications Engineering Corp. (Auto-Comm) and Safety Controls, Inc. (SAFCON) for an aggregate purchase price of $6.7 million. Of this aggregate purchase price RigNet paid $2.2 million in cash and $4.1 million in stock in April 2018. In September 2018, the Company paid $0.3 million in cash for a ~~supplier~~working capital adjustment.

Auto-Comm provides a broad range of ~~wireless~~ communications services, ~~via satellite networks primarily~~for both onshore and offshore remote locations, to ~~the midstream sector of~~ the oil and gas industry. ~~The assets acquired enhance RigNet’s Supervisory Control~~Auto-Comm brings over 30 years of systems integration experience in engineering and ~~Data Acquisition (SCADA) customer portfolio,~~design, installation, testing, and ~~strengthen~~maintenance. SAFCON offers a diverse set of safety, security, and maintenance services to the ~~Company’s US land~~oil and~~Internet-of-Things~~ ~~(IoT) market position. The Company paid $22.2 million in cash for~~ gas industry. Auto-Comm and SAFCON have developed strong relationships with major energy companies that complement the ~~ESS assets. ESS is~~relationships that RigNet has established over the years. Auto-Comm and SAFCON are based in ~~Texas.~~Louisiana.

The assets and liabilities of ~~ESS~~Auto-Comm and SAFCON have been recorded at their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying net tangible and identifiable intangible assets and liabilities has been recorded as goodwill.

The goodwill of ~~$8.6~~$1.4 million arising from the ~~acquisition~~acquisitions consists largely of growth prospects, synergies and other benefits that the Company believes will result from combining the operations of the Company, Auto-Comm and ~~ESS,~~SAFCON, as well as other intangible assets that do not qualify for separate recognition, such as assembled workforce in place at the date of acquisition. The goodwill recognized is expected to be ~~deductible~~nondeductible for income tax purposes. The ~~acquisition~~acquisitions of ~~ESS,~~Auto-Comm and SAFCON, including goodwill, isare included in the Company’s condensed consolidated financial statements as of the acquisition date and isare primarily reflected in the ~~Applications andInternet-of-Things~~Systems Integration segment.


	Weighted Average Estimated Useful Life (Years)		Fair Market Values					Weighted Average Estimated Useful Life (Years)		Fair Market Values
			(in thousands)							(in thousands)
Accounts Receivable					$	168
Current assets												$	4,947
Property and equipment						1,000							132
Covenant Not to Compete		5		3,040
Customer Relationships		7		9,870
Trade name									7	$	540
Customer relationships									7		980

Total identifiable intangible assets						12,910							1,520
Goodwill						8,613							1,387
Accounts Payable						(491	)
Current liabilities													(1,006	)
Deferred tax liability													(319	)

Total purchase price					$	22,200						$	6,661

~~Data Technology Solutions~~Intelie

On July 24, 2017, RigNet acquired substantially all the assets of Data Technology Solutions (DTS). DTS provides comprehensive communications and IT services to the onshore, offshore, and maritime industries, as well as disaster relief solutions to global corporate clients. The Company paid $5.1 million in cash for the DTS assets. DTS is based in Louisiana.

The assets and liabilities of DTS have been recorded at their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying net tangible and identifiable intangible assets and liabilities has been recorded as goodwill.

The goodwill of $0.6 million arising from the acquisition consists largely of growth prospects, synergies and other benefits that the Company believes will result from combining the operations of the Company and DTS, as well as other intangible assets that do not qualify for separate recognition, such as assembled workforce in place at the date of acquisition. The goodwill recognized is expected to be deductible for income tax purposes. The acquisition of DTS, including goodwill, is included in the Company’s condensed consolidated financial statements as of the acquisition date and is reflected in the Managed Services segment.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

   Weighted Average
Estimated Useful
Life (Years)    Fair Market Values
      (in thousands)
Property and equipment
         $ 4,553
Goodwill
         635
Accounts Payable
         (83 )


Total purchase price
         $ 5,105

~~Cyphre Security Solutions~~

~~On May 18, 2017,~~March 23, 2018, RigNet completed its acquisition of ~~Cyphre Security Solutions (Cyphre)~~Intelie^TM Soluções Em Informática S.A (Intelie), for an estimated aggregate purchase price of ~~$12.0~~$18.1 million. Of this aggregate purchase price, RigNet paid ~~$4.9~~R$10.6 million (BRL) (or approximately $3.2 million) in cash, ~~in May 2017, $3.3~~$7.3 million in stock and expects to pay ~~$3.8~~$7.6 million worth of ~~contingent consideration for intellectual property, estimated~~RigNet stock as of the date of acquisition. The initial estimate of the contingent consideration for intellectual property is preliminary and remains subject to change based on certain post-closing contractual options under the acquisition agreement. Cyphre is a cybersecurity company that provides advanced enterprise data protection leveraging BlackTIE^® ~~hardware-based encryption featuring low latency protection for files at rest and in transit for both public and private cloud. Cyphre is based in Texas.~~

The contingent consideration for Cyphre is measured at fair value, based on level 3 inputs, with any change to fair value recorded in the Condensed Consolidated Statements of Comprehensive Loss in each reporting period. As of September 30, 2017, the fair value of the contingent consideration was $3.9 million. During the three and nine months ended September 30, 2017, RigNet recognized accreted interest expense on the Cyphre contingent consideration of $0.1 million with corresponding increases to other liabilities.

The assets and liabilities of Cyphre have been recorded at their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying net tangible and identifiable intangible assets and liabilities has been recorded as goodwill.

The goodwill of $4.6 million arising from the acquisition consists largely of growth prospects, synergies and other benefits that the Company believes will result from combining the operations of the Company and Cyphre, as well as other intangible assets that do not qualify for separate recognition, such as assembled workforce in place at the date of acquisition. The goodwill recognized is expected to be deductible for income tax purposes. The acquisition of Cyphre, including goodwill, is included in the Company’s condensed consolidated financial statements as of the acquisition date and is reflected in the Applications and~~Internet-of-Things~~ ~~segment.~~

   Weighted Average
Estimated Useful
Life (Years)    Fair Market Values
      (in thousands)
Property and equipment
         $ 18
Trade Name
   7    1,590
Technology
   7    5,571
Customer Relationships
   7    332



Total identifiable intangible assets
         7,493
Goodwill
         4,591
Accrued Expenses
         (100 )


Total purchase price
         $ 12,002 (a)

~~(a)~~

~~Includes $3.8 million in contingent consideration estimated as of the date of acquisition.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Actual and Pro Forma Impact of the 2017 Acquisitions~~

The 2017 acquisitions of ESS, DTS and Cyphre contributed $2.4 million of revenue for the three and nine months ended September 30, 2017. The 2017 acquisitions contributed $0.6 million and $0.3 million to net income for the three and nine months ended September 30, 2017, respectively.

~~The following table represents supplemental pro forma information as if the 2017 acquisitions had occurred on January 1, 2016.~~

   Three Months Ended September 30,    Nine Months Ended September 30,
   2017    2016    2017    2016
   (in thousands, except per share amounts)
Revenue
   $ 52,150    $ 54,722    $ 158,085    $ 180,602
Expenses
   55,993    54,552    165,484    183,575








Net loss
   $ (3,843 )    $ 170    $ (7,399 )    $ (2,973 )








Net loss attributable to RigNet, Inc. common stockholders
   $ (3,882 )    $ (40 )    $ (7,516 )    $ (3,144 )








Net loss per share attributable to RigNet, Inc. common stockholders:

Basic
   $ (0.21 )    $ (0.00 )    $ (0.42 )    $ (0.18 )








Diluted
   $ (0.21 )    $ (0.00 )    $ (0.42 )    $ (0.18 )

For the three and nine months ended September 30, 2017, RigNet incurred $0.8 million and $2.7 million, respectively, of acquisition-related costs, which are reported as general and administrative expense in the Company’s Condensed Consolidated Statements of Comprehensive Loss. Additional costs related to these acquisitions will be incurred and recorded as expense during the remainder of 2017.

~~TECNOR~~

On February 4, 2016, RigNet completed its acquisition of Orgtec S.A.P.I. de C.V., d.b.a. TECNOR (TECNOR) for an estimated aggregate purchase price of $11.4 million. Of this aggregate purchase price, RigNet paid $4.8 million in cash in February 2016, paid $0.1 million for final net working capital and expected to pay a $6.5 million contingent considerationearn-out, estimated as of the date of acquisition. The initial estimate of theearn-out payable was preliminary and remains subject to change based on the achievement of certain post-closing performance targets under the acquisition agreement. The maximumearn-out is ~~$21.3 million. TECNOR provides telecommunications solutions for remote sites on land, sea~~$17.0 million payable in stock. Intelie is a real-time, predictive analytics company that combines an operational understanding with a machine learning approach. Intelie facilitates innovation via Intelie Pipes^TM, a distributed query language with a complex event processor to aggregate and ~~air,~~normalize real-time data from a myriad of data sources. This technology enables the Intelie LIVE^TM platform to solve data integration, data quality, data governance and monitoring problems. Intelie LIVE is an operational intelligence platform that empowers clients to make timely, data-driven decisions in mission-critical real-time operations, including ~~a wide array of equipment, voice~~drilling, and data services, satellite coverage and bandwidth options in Mexico. These services are provided to industrial, commercial and private users in diverse activity segments including mission critical military and government applications, oil and gas operations, commercial fishing and leisure. TECNORlonger-term, data-intensive projects, such as well planning. Intelie LIVE has broad applicability across many industry verticals. Intelie is based in ~~Monterrey, Mexico.~~Brazil.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The assets and liabilities of ~~TECNOR~~Intelie have been recorded at their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying net tangible and identifiable intangible assets and liabilities has been recorded as goodwill.

Theearn-out for ~~TECNOR~~Intelie is measured at fair value in each reporting period, based on level 3 inputs, with any change to fair value recorded in the Condensed Consolidated Statements of Comprehensive ~~Loss in each reporting period.~~Loss. As of ~~September 30, 2017,~~March 31, 2019, the fair value of theearn-out was ~~$5.2~~$9.6 million. ~~There was a $0.8 million reduction in fair value to the TECNORearn-out~~ for the nine months ended September 30, 2017 recorded as a reduction of other current liabilities and a decrease to general and administrative expense in the Corporate segment. The change in fair value was due to a forecast of TECNOR’s future achievement of the post-closing performance targets. During the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2019, RigNet recognized accreted interest expense on the ~~TECNOR~~Intelieearn-out ~~liability~~ of $0.1 million ~~and $0.4 million, respectively,~~ with corresponding increases to other ~~current~~ liabilities. ~~The~~Portions of theearn-out isare payable in ~~2018.~~RigNet stock on the first, second and third anniversary of the closing of the acquisition based on certain post-closing performance targets under the acquisition agreement. On April 29, 2019, the agreement was amended to clarify the calculation of certain contingent consideration, but did not change the amount or form of consideration that could be paid pursuant to the purchase agreement.

The goodwill of ~~$6.5~~$10.7 million arising from the acquisition consists largely of growth prospects, synergies and other benefits that the Company believes will result from combining the operations of the Company and ~~TECNOR,~~Intelie, as well as other intangible assets that do not qualify for separate recognition, such as assembled workforce in place at the date of acquisition. None of the goodwill recognized is expected to be deductible for income tax purposes. The acquisition of ~~TECNOR,~~Intelie, including goodwill, is included in the Company’s condensed consolidated financial statements as of the acquisition date and is reflected in the ~~Managed Services~~Apps & IoT segment.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

   Weighted Average
Estimated Useful
Life (Years)    Fair Market Values
      (in thousands)
Accounts Receivable
         $ 2,672
Other assets
         1,280
Property and equipment
         809
Backlog
   2    366
Customer Relationships
   7    2,210



Total identifiable intangible assets
         2,576
Goodwill
         6,465
Accounts Payable
         (1,914 )
Accrued Expenses
         (494 )


Total purchase price
         $ 11,394 (a)


	Weighted Average Estimated Useful Life (Years)		Fair Market Values
			(in thousands)
Current assets					$	589
Property and equipment						73
Trade name		7	$	2,300
Technology		7		8,400
Customer relationships		7		320

Total identifiable intangible assets						11,020
Goodwill						10,744
Current liabilities						(460	)
Deferred tax liability						(3,825	)

Total purchase price					$	18,141	(a)

(a)	Includes ~~a $6.5~~$7.6 million in contingent considerationearn-out estimated as of the date of acquisition.

For the nine months ended September 30, 2016, RigNet incurred $0.2 million of acquisition-related costs, which are reported as general and administrative expense in the Company’s Condensed Consolidated Statements of Comprehensive Loss.

Actual and Pro Forma Impact of the ~~TECNOR Acquisition~~2018 Acquisitions

~~TECNOR’s~~The 2018 acquisition of Intelie contributed revenue and net loss ~~were $2.0~~of $0.1 million and ~~$0.7~~$0.1 million, respectively, for the three months ended ~~September 30, 2016. TECNOR’s revenue and net loss were $7.1 million and $0.1 million, respectively, for the nine months ended September 30, 2016.~~March 31, 2018.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table represents supplemental pro forma information as if the ~~TECNOR acquisition~~2018 acquisitions of Auto-Comm, SAFCON and Intelie had occurred on January 1, ~~2016. Pro forma adjustments include:~~2018.

~~Adjusting interest expense to remove interest on a debt instrument previously held by TECNOR;~~


	Three Months Ended March 31,
	2018
	(in thousands, except per share amounts)
Revenue	$	57,750
Expenses		62,809

Net loss	$	(5,059	)

Net loss attributable to RigNet, Inc. common stockholders	$	(5,089	)

Net loss per share attributable to RigNet, Inc. common stockholders:
Basic	$	(0.28	)

Diluted	$	(0.28	)

The Company incurred acquisition-related costs of $0.4 million and

~~Removing nonrecurring transaction costs incurred~~ $0.8 million in ~~2016 prior to acquisition.~~

the three months ended March 31, 2019 and 2018, respectively, reported in general and administrative costs.

Nine Months Ended
September 30,

   2016

(in thousands, except per
share amounts)

Revenue
   $ 168,899
Expenses
   176,267


Net loss
   $ (7,368 )


Net loss attributable to RigNet, Inc. common stockholders
   $ (7,539 )


Net loss per share attributable to RigNet, Inc. common stockholders:

Basic
   $ (0.43 )


Diluted
   $ (0.43 )

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Note 3 – Business and Credit Concentrations

The Company is exposed to various business and credit risks including interest rate, foreign currency, credit and liquidity risks.

Interest Rate Risk

The Company has significant interest-bearing liabilities at variable interest rates which generally price monthly. The Company’s variable borrowing rates are tied to LIBOR resulting in interest rate risk (see Note 6 – Long-Term Debt). The Company presently does not use financial instruments to hedge interest rate risk, but evaluates this on a regular basis and may utilize financial instruments in the future if deemed necessary.

Foreign Currency Risk

The Company has exposure to foreign currency risk, as a portion of the Company’s activities are conducted in currencies other than U.S. dollars. Currently, the Norwegian ~~kroner~~Kroner, the British Pound Sterling and the ~~British pound sterling~~Brazilian Real are the currencies that could materially impact the Company’s financial position and results of operations. The Company presently does not hedge these risks, but evaluates financial risk on a regular basis and may utilize financial instruments in the future if deemed necessary. Foreign currency translations are reported as accumulated other comprehensive ~~loss~~income (loss) in the Company’s condensed consolidated financial statements.

Credit Risk

Credit risk, with respect to accounts receivable, is due to the limited number of customers concentrated in the oil and gas, ~~industry.~~maritime, pipeline, engineering and construction industries. The Company mitigates the risk of financial loss from defaults through defined collection terms in each contract or service agreement and periodic evaluations of the collectability of accounts receivable. The Company provides an allowance for doubtful accounts which is adjusted when the Company becomes aware of a specific customer’s inability to meet its financial obligations or as a result of changes in the overall aging of accounts receivable.

For the three months ended March 31, 2019, Royal Dutch Shell represented 10.9% of our consolidated revenue. Additionally, our top 5 customers generated 27.4% of the Company’s revenue for the three months ended March 31, 2019.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Liquidity Risk

The Company maintains cash and cash equivalent balances with major financial institutions which, at times, exceed federally insured limits. The Company monitors the financial condition of the financial institutions and has not experienced losses associated with these accounts during ~~2017~~2019 or ~~2016.~~2018. Liquidity risk is managed by continuously monitoring forecasted and actual cash flows and by matching the maturity profiles of financial assets and liabilities (see Note 6 – Long-Term Debt).

Note 4 – Goodwill and Intangibles

Goodwill

Goodwill resulted from prior acquisitions as the consideration paid for the acquired businesses exceeded the fair value of acquired identifiable net tangible and intangible assets. Goodwill is reviewed for impairment at least annually with additional evaluations being performed when events or circumstances indicate that the carrying value of these assets may not be recoverable.

~~Due to the change in segments (see Note 12 – Segment Information) and reporting units during the third quarter of 2017, the Companyre-allocated~~ ~~goodwill to each reporting unit based on relative fair value.~~

The Company acquired ~~$8.6~~$1.4 million of goodwill in the ~~ESS acquisition~~Systems Integration segment from the Auto-Comm and SAFCON acquisitions completed on ~~July 28, 2017~~April 18, 2018 (see Note 2 – Business Combinations).

The Company acquired ~~$0.6~~$10.7 million of goodwill in the ~~DTS~~Apps & IoT segment from the Intelie acquisition completed on ~~July 24, 2017 (see Note 2 – Business Combinations).~~

~~The Company acquired $4.6 million of goodwill in the Cyphre acquisition completed on May 18, 2017 (see Note 2 – Business Combinations).~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~The Company acquired $6.5 million of goodwill in the TECNOR acquisition completed on February 4, 2016~~March 23, 2018 (see Note 2 – Business Combinations).

The Company performs its annual impairment test onas of July 31^stof each year, with the most recent annual test being performed as of July 31, ~~2017. The~~2018. As of July ~~2017 annual test resulted in no impairment as~~31, 2018, the fair values of the Company’s reporting units are in excess of their carrying values.

MCS had $22.8 million of goodwill as of March 31, 2019, and fair value ~~of each reporting unit~~ exceeded ~~the~~ carrying value ~~plus~~by 34.7% as of the July 31, 2018 annual impairment test. Apps & IoT had $22.7 million of goodwill as of March 31, 2019, and fair value exceeded carrying value by 48.1% as of the July 31, 2018 annual impairment test. Systems Integration had $1.4 million of goodwill as of March 31, 2019, and fair value exceeded carrying value by 126.5% as of the July 31, 2018 annual impairment test. Any future downturn in our business could adversely impact the key assumptions in our impairment test. While we believe that ~~reporting unit.~~ there appears to be no indication of current or future impairment, historical operating results may not be indicative of future operating results and events and circumstances may occur causing a triggering event in a period as short as three months.

No impairment indicators have been identified in any reporting unit as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016.~~2018.

As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, goodwill was ~~$37.1~~$46.8 million and ~~$22.0~~$46.6 million, respectively. Goodwill increases or decreases in value due to the effect of foreign currency translation, and increases with acquisitions.

Intangibles

Intangibles consist of customer relationships,~~non-competes,~~covenants-not-to-compete, brand name, licenses, technology ~~backlog~~ and ~~licenses~~backlog acquired as part of the Company’s acquisitions. Intangibles also includeinternal-use software. The Company’s intangibles have useful lives ranging from ~~1.7~~5.0 to ~~7.0~~20.0 years and are amortized on a straight-line basis. Impairment testing is performed when events or circumstances indicate that the carrying value of the assets may not be recoverable.

In June 2016, the Company identified a triggering event for a license in Kazakhstan associated with a decline in cash flow projections. In June 2016, the Company conducted an intangibles impairment test and as a result of such test, recognized a $0.4 million impairment of licenses in the Corporate segment, which was the full amount of the Company’s intangibles within Kazakhstan.

No impairment indicators have been identified in any reporting unit as of ~~September 30, 2017.~~March 31, 2019.

As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, intangibles were ~~$32.3~~$31.5 million and ~~$16.0~~$33.7 million, respectively. During the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, the Company recognized amortization expense of ~~$1.9~~$2.5 million and ~~$1.3~~$2.1 million, respectively. ~~During the nine months ended September 30, 2017 and 2016, the Company recognized amortization expense of $4.7 million and $3.9 million, respectively.~~

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth expected amortization expense of intangibles for the remainder of ~~2017~~2019 and the following years (in thousands):


2017		1,833
2018		7,047
2019		5,988		5,154
2020		5,021		6,163
2021		4,679		5,756
2022				5,476
2023				4,832
Thereafter		7,773		4,114

	$	32,341	$	31,495

Note 5 – Restricted Cash

As of ~~September 30, 2017, the Company had restricted cash of $0.1 million~~March 31, 2019 and ~~$1.5 million, in current and long-term assets, respectively. As of~~ December 31, ~~2016,~~2018, the Company had restricted cash of $0.1 million and $1.5 million, in current and long-term assets, respectively. The restricted cash in long-term assets was primarily used to collateralize a performance bond in the ~~Managed Services~~MCS segment (see Note 6 – Long-Term Debt). ~~The restricted cash in current assets as of December 31, 2016 was an escrowed portion of the purchase price for the acquisition of TECNOR.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Note 6 – Long-Term Debt

As of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, the following credit facilities and long-term debt arrangements with financial institutions were in place:

   September 30,    December 31,
   2017    2016
   (in thousands)
Term loan, net of unamortized deferred financing costs
   $ 27,757    $ 34,053
Revolving loan
   32,000    27,000
Capital lease
   243    415




   60,000    61,468
Less: Current maturities of long-term debt
   (8,418 )    (8,399 )
Current maturities of capital lease
   (127 )    (79 )




   $ 51,455    $ 52,990


	March 31,			December 31,
	2019			2018
	(in thousands)
Term Loan, net of unamortized deferred financing costs	$	8,750		$	10,000
Term-Out Loan		30,000			—
Revolving credit facility (RCF)		37,150			67,150
Unamortized deferred financing costs		(504	)		(315	)
Finance lease		147			192

		75,543			77,027
Less: Current maturities of long-term debt		(10,729	)		(4,831	)
Current maturities of finance lease		(80	)		(111	)

	$	64,734		$	72,085

~~Term Loan~~Credit Agreement

~~As of September 30, 2017,~~On February 13, 2019, the Company ~~has a term loan (Term Loan) issued under~~entered into the ~~second~~first amendment to the third amended and restated credit agreement (Credit Agreement) with four participating financial ~~institutions (credit agreement)~~institutions. The Company refinanced $30.0 million of outstanding draws under the existing $85.0 million revolving credit facility (RCF) with a new $30.0 millionterm-out facility(Term-Out Loan). ~~On October 3, 2013, the Company amended its~~The Credit Agreement provides for a $15.0 million term loan (Term Loan), a $30.0 millionTerm-Out Loan and an $85.0 million RCF. The RCF andTerm-Out Loan mature on April 6, 2021. The Term Loan ~~which increased~~matures on December 31, 2020.

The Credit Agreement requires a $45.0 million reserve (Specified Reserve) under the ~~principal balance~~RCF that will be released and made available for borrowing for payment of monetary damages from the GX dispute. The RCF contains asub-limit of up to ~~$60.0~~$25.0 million ~~from $54.6 million~~for commercial and ~~extended~~stand-by letters of credit and performance bonds issued by the ~~maturity~~parties under the credit agreement. The facilities under the credit agreement are secured by substantially all the assets of the ~~loan from July 2017 to October 2018.~~Company.

~~The amended~~Under the Credit Agreement, the Term Loan, ~~bears an~~Term-Out Loan and the RCF bear interest at a rate of LIBOR plus a margin ranging from ~~1.5%~~1.75% to ~~2.5%~~3.00% based on a consolidated leverage ratio ~~of funded debt to Consolidated EBITDA, anon-GAAP~~ ~~financial measure as~~ defined in the ~~credit agreement.~~Credit Agreement. Interest is payable monthly ~~along with quarterly~~and principal installments of ~~$2.1~~$1.25 million ~~with~~under the ~~balance~~Term Loan are due ~~October 2018.~~quarterly. Principal installments of $1.5 million are due quarterly under theTerm-Out Loan beginning June 30, 2019. The weighted average interest rate for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016 was 3.2%~~2018 were 5.2% and ~~2.5%, respectively. The weighted average interest rate for the nine months ended September 30, 2017 and 2016 was 3.1% and 2.4%~~4.2%, respectively, with an interest rate of ~~3.2%~~5.2% at ~~September 30, 2017.~~March 31, 2019.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Term Loan

As of March 31, 2019, the Term Loan had an outstanding principal balance of $8.8 million, excluding the impact of unamortized deferred financing costs.

Term-Out Loan

As of March 31, 2019, theTerm-Out Loan had an outstanding principal balance of $30.0 million.

RCF

As of March 31, 2019, $37.2 million in draws remain outstanding under the RCF.

Covenants and Restrictions

The ~~Term Loan~~Company’s Credit Agreement contains certain covenants and restrictions, including restricting the payment of cash dividends under default, and maintaining certain financial covenants such as a consolidated fixed charge coverage ratio of not less than 1.25 to 1.00. Additionally, the Credit Agreement requires a consolidated leverage ratio, as defined in the Credit Agreement, of less than or equal to 2.75 to 1.00. The consolidated leverage ratio increases to 3.25 to 1.00 for four quarters starting in the quarter that RigNet makes a final irrevocable payment of all monetary damages from the GX dispute. The consolidated leverage ratio then decreases to 3.00 to 1.00 for three quarters, and then decreases to 2.75 to 1.00 for all remaining quarters. If any default occurs related to these covenants that is not cured or waived, the unpaid principal and any accrued interest can be declared immediately due and payable. The facilities under the Credit Agreement are secured by substantially all the assets of the Company.

In April 2019, the Company determined that in periods beginning at least as early as March 31, 2014, it had incurred and not appropriately included certain surety bonds or other similar instruments in its consolidated leverage ratio calculation as defined by the Credit Agreement. As a result, on May 6, 2019, the Company entered into a Consent and Waiver (Consent) to the Credit Agreement with the financial institutions party thereto under which the Company is permitted to exclude certain incurred surety bonds and other similar instruments from the calculation of ~~September 30, 2017,~~Consolidated Funded Indebtedness (as defined in the ~~Term Loan had an outstanding principal balance of $27.9 million.~~credit agreement) for the period ended March 31, 2019. In addition, the Consent waived all specified violations for all prior periods.

The Company continues to work with the financial institutions under our Credit Agreement to ensure that the Credit Agreement does not impede the Company’s ordinary-course business operations with respect to surety bonds and other similar instruments.

We believe we have accurately calculated and reported our required debt covenant calculations for the March 31, 2019 reporting period and are in compliance with the required covenant ratios.

~~Revolving Loans~~Performance Bonds, Surety Bonds and Other Similar Instruments

As of ~~September 30, 2017,~~March 31, 2019, there were $30.5 million of performance bonds, surety bonds and similar instruments outstanding of which $1.7 million is issued by the parties under the ~~credit agreement, the Company maintains a $75.0 million revolving credit facility, which includes a $15 million sublimit for the issuance of standby letters of credit.~~Credit Agreement. As of September 30, 2017, $32.0 million in draws remain outstanding on the revolving credit facility. The revolving credit facility matures in October 2018 with any outstanding borrowings then payable. As of September 30, 2017,March 31, 2019, there were ~~$6.3~~$0.1 million inoutstanding standby letters of credit ~~issued.~~

~~The revolving loan bears an interest rate of LIBOR plus a margin ranging from 1.5% to 2.5% based on a ratio of funded debt to Consolidated EBITDA, anon-GAAP~~ ~~financial measure as defined in the credit agreement. The weighted average interest rate for the three months ended September 30, 2017~~ and 2016 was 3.2% and 2.5%, respectively. The weighted average interest rate for the nine months ended September 30, 2017 and 2016 was 3.1% and 2.4%, respectively, with an interest rate of 3.2% at September 30, 2017.

~~Performance Bonds~~

On September 14, 2012, NesscoInvsat Limited, a subsidiary of RigNet, secured a performance bond facility with a lender in the amount of £4.0 million, or $5.4 million. This facility has a maturity date of October 3, 2018. As of September 30, 2017, the amount available under this facility was £2.1 million or $2.9 million. As of September 30, 2017, there were $5.6 million in standby letters of credit issued to collateralize this performance bond facility.bank guarantees.

In June 2016, the Company secured a performance bond facility with a lender in the amount of $1.5 million for its ~~Managed Services~~MCS segment. This facility has a maturity date of June 2021. The Company maintains restricted cash on a dollar for dollar basis to secure this facility.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Covenants and Restrictions~~

The Company’s credit agreement contains certain covenants and restrictions, including restricting the payment of cash dividends and maintaining certain financial covenants such as a ratio of funded debt to Consolidated EBITDA, a~~non-GAAP~~ financial measure as defined in the credit agreement, of less than or equal to 2.5 to 1.0 and a fixed charge coverage ratio of not less than 1.25 to 1.0 as of September 30, 2017. If any default occurs related to these covenants, the unpaid principal and any accrued interest shall be declared immediately due and payable. As of September 30, 2017, and December 31, 2016, the Company believes it was in compliance with all covenants in the credit agreement.

In February 2016, the Company amended its credit agreement with the most significant changes being the definition of Consolidated EBITDA, the calculation of the fixed charge coverage ratio and the timing associated with delivery of financial statements and compliance certificates to the administrative agent.

In December 2016, the Company further amended its credit agreement with the most significant changes being voluntarily reducing the revolving credit facility from $125 million to $75 million and changing the definition of Consolidated EBITDA and certain other definitions contained in the credit agreement.

Debt Maturities

The following table sets forth the aggregate principal maturities of long-term debt, net of deferred financing cost amortization, for the remainder of ~~2017~~2019 and the following years (in thousands):

2017
   2,154
2018
   57,770
2019
   76


Total debt, including current maturities
   $ 60,000

~~New Credit Facilities~~

On November 6, 2017, the Company entered into its third amended and restated credit agreement with four participating financial institutions. The credit agreement provides for a $15.0 million term loan facility and an $85.0 million revolving credit facility and matures on November 6, 2020.

Under the credit agreement, both the term loan facility and the revolving credit facility bear interest at a rate of LIBOR plus a margin ranging from 1.75% to 2.75% based on a consolidated leverage ratio defined in the credit agreement. Interest is payable monthly and principal installments of $1.25 million under the term loan facility are due quarterly beginning March 31, 2018. The credit agreement incorporates two financial covenants, including a consolidated leverage ratio and a consolidated fixed charge coverage ratio. The revolving credit facility contains a~~sub-limit~~ ~~of up to $25.0 million for commercial andstand-by~~ ~~letters of credit.~~

~~The facilities under the credit agreement are secured by substantially all the assets of the Company.~~


2019		8,109
2020		10,841
2021		56,593

Total debt, including current maturities	$	75,543

Note 7 – Fair Value Disclosures

The Company uses the following methods and assumptions to estimate the fair value of financial instruments:

•

Cash and Cash Equivalents— Reported amounts approximate fair value based on quoted market prices (Level 1).

•

Restricted Cash— Reported amounts approximate fair value.

•

Accounts Receivable— Reported amounts, net of the allowance for doubtful accounts, approximate fair value due to the short-term nature of these assets.

•

Accounts Payable, Including Income Taxes Payable and Accrued Expenses— Reported amounts approximate fair value due to the short-term nature of these liabilities.

•

Long-Term Debt— The carrying amount of the Company’s floating-rate debt approximates fair value since the interest rates paid are based on short-term maturities and recent quoted rates from financial institutions. The estimated fair value of debt was calculated based upon observable (Level 2) inputs regarding interest rates available to the Company at the end of each respective period.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’snon-financial assets, such as goodwill, intangibles and property, plant and equipment, are measured at fair value, based on level 3 inputs, when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.

Theearn-out for Intelie is measured at fair value in each reporting period, based on level 3 inputs, with any change to fair value recorded in the Condensed Consolidated Statements of Comprehensive Loss. As of March 31, 2019, the fair value of theearn-out was $9.6 million, of which $3.0 million is in other current liabilities and $6.6 million is in other long-term liabilities. During the three months ended March 31, 2019, RigNet recognized accreted interest expense on the Intelieearn-out of $0.1 million with corresponding increases to other liabilities. Theearn-out is payable in RigNet stock in portions on the first, second and third anniversary of the March 23, 2018 closing of the acquisition based on certain post-closing performance targets under the acquisition agreement.

The contingent consideration for Cyphre, a cybersecurity company acquired in May 2017, is measured at fair value in each reporting period, based on level 3 inputs, with any change to fair value recorded in the Condensed Consolidated Statements of Comprehensive Loss. As of March 31, 2019, the fair value of the contingent consideration was $3.6 million, of which $0.3 million is in other current liabilities and $3.2 million is in other long-term liabilities. During the three months ended March 31, 2019 and 2018, RigNet recognized accreted interest expense on the Cyphre contingent consideration of $0.1 million with corresponding increases to other liabilities.

Theearn-out for Orgtec S.A.P.I. de C.V., d.b.a. TECNOR (TECNOR), acquired in February 2016, was measured at fair value, based on level 3 inputs, with any change to fair value recorded in the Condensed Consolidated Statements of Comprehensive Loss in each reporting period. As of September 30, 2017, the fair value of the contingent consideration was $3.9 million. During the three and nine months ended September 30, 2017, RigNet recognized accreted interest expense on the Cyphre contingent consideration of $0.1 million with corresponding increases to other liabilities.

The~~earn-out~~ for TECNOR is measured at fair value, based on level 3 inputs, with any change to fair value recorded in the Condensed Consolidated Statements of Comprehensive Loss in each reporting period. As of September 30, 2017, the fair value of theearn-out of $8.0 million was ~~$5.2 million. As of December 31, 2016, the fair value of theearn-out~~ ~~was $5.7 million. There was a $0.8 million reduction~~paid in ~~fair value to the TECNORearn-out~~ for the nine months ended September 30, 2017 recorded as a reduction of other current liabilities and a decrease to general and administrative expense in the Corporate segment. The change in fair value was due to a forecast of TECNOR’s future achievement of the post-closing performance targets.July 2018. During the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2018, RigNet recognized accreted interest expense on the TECNORearn-out liability of $0.1 million ~~and $0.4 million, respectively,~~ with corresponding increases to other liabilities. ~~(see Note 2 – Business Combinations).~~

Note 8 – Income Taxes

The Company’s effective income tax rate was ~~(22.2%~~(28.7%) and ~~(11.5%~~(12.2%) for the three ~~and nine~~ months ended ~~September 30, 2017, respectively. The Company’s effective income tax rate was (59.5%)~~March 31, 2019 and ~~(54.7%) for the three and nine months ended September 30, 2016,~~2018, respectively. The Company’s effective tax rate is affected by factors including changes in valuation allowances, fluctuations in income across jurisdictions with varying tax rates, and changes in income tax reserves, including related penalties and interest.

The Company has computed the provision for taxes for the current and comparative periods using the actualyear-to-date effective tax rate. The Company’s financial projections for those periods did not provide the level of detail necessary to calculate a forecasted effective tax rate.

The Company received an IRS notice informing us of an audit of the Company’s 2016 income tax return. It is unclear if the audit and the appeals process, if necessary, will be completed within the next twelve months. The Company is in the early stages of the audit and is unable to quantify any potential settlement or outcome of the audit at this time.

The Company believes that it is reasonably possible that a decrease of up to $3.2 million in unrecognized tax benefits, including related interest and penalties, may be necessary within the coming year due to lapse in statute of limitations.

Note 9 – Stock-Based Compensation

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, the Company granted a total of ~~226,974 restricted stock units (RSUs)~~485,623 stock-based awards to certain ~~directors,~~ officers and employees of the Company under the 2010 Omnibus Incentive Plan (2010 Plan). Of these, the Company granted the following stock-based awards associated with the long term incentive plan (LTIP): (i) ~~125,852~~185,597 restricted stock units (RSUs) to certain officers and employees that generally vest over a three year period of continued employment, with 33% of the RSUs vesting on each of the first three anniversaries of the grant date, (ii) 7,172 RSUs to certain officers and employees that generally vest over a four year period of continued employment, with 25% of the RSUs vesting on each of the first four anniversaries of the grant date ~~(ii) 33,586 RSUs issued to directors that vest in May 2018~~ and (iii) ~~67,536~~60,361 performance share units (PSUs) to certain officers and employees that generally cliff vest on the third anniversary of the grant date and are subject to continued employment and certain performance based targets. The ultimate number of PSUs issued is based on a multiple determined by certain ~~performance based~~performance-based targets.

The fair value of ~~restricted stock units~~RSUs and PSUs is determined based on the closing trading price of the Company’s common stock on the grant date of the award. Compensation expense is recognized on a straight-line basis over the requisite service period of the entire ~~award.~~award, net of forfeitures.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Additionally, the Company granted 232,493 unrestricted stock grants associated with payment of the company’s 2018 short term incentive plan to certain officers and employees that vested immediately.

During the ~~nine~~three months ended ~~September 30, 2017, 126,788~~March 31, 2019, the Company also granted 28,923 options to purchase our common stock with an exercise price of $15.06 to certain officers and employees of the Company as part of the LTIP under the 2010 Plan. Options granted have a contractual term of seven years and vest over a three-year period of continued employment, with 33% of the options vesting on each of the first three anniversaries of the grant date.

The fair value of each stock option award is estimated on the grant date using a Black-Scholes option valuation model, which uses certain assumptions as of the date of grant. The assumptions used for the stock option grants made during the three months ended March 31, 2019, were as follows:


	Three Months Ended March 31,
	2019
Expected volatility		49	%
Expected term (in years)		7
Risk-free interest rate		2.5	%
Dividend yield		—

Based on these assumptions, the weighted average grant date fair value of stock options granted during the three months ended March 31, 2019 was $8.02 per option.

During the three months ended March 31, 2019, 3,904 RSUs and ~~28,445~~1,455 stock options were forfeited.

Stock-based compensation expense related to the Company’s stock-based compensation plans for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 was ~~$1.0~~$4.5 million and ~~$0.9 million, respectively. Stock-based compensation expense related to the Company’s stock-based compensation plans for the nine months ended September 30, 2017 and 2016 was $2.9 million and $2.7~~$2.4 million, respectively. As of ~~September 30, 2017,~~March 31, 2019, there was ~~$8.3~~$5.7 million of total unrecognized compensation cost related to unvested options, RSUs and restricted stock expected to vest. This cost is expected to be recognized over a remaining weighted-average period of ~~1.8~~2.2 years.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Note 10 – Earnings (loss) per Share

Basic earnings (loss) per share (EPS) are computed by dividing net loss attributable to RigNet common stockholders by the number of basic shares outstanding. Basic shares equal the total of the common shares outstanding, weighted for the average days outstanding for the period. Basic shares exclude the dilutive effect of common shares that could potentially be issued due to the exercise of stock options or vesting of restricted stock, ~~and RSUs.~~RSUs or PSUs. Diluted EPS is computed by dividing loss attributable to RigNet common stockholders by the number of diluted shares outstanding. Diluted shares equal the total of the basic shares outstanding and all potentially issuable shares, other than antidilutive shares, if any, weighted for the average days outstanding for the period. The Company uses the treasury stock method to determine the dilutive effect. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, basic and dilutive loss per share are the same.

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2019, there were approximately ~~723,296 and 644,858~~1,478,435 potentially issuable shares ~~respectively,~~ excluded from the Company’s calculation of diluted EPS that were excluded because the Company incurred a loss in the period and to include them would have been anti-dilutive.

For the three ~~and nine~~ months ended ~~September 30, 2016,~~March 31, 2018, there were approximately ~~1,919,696 and 1,228,397~~671,627 potentially issuable shares ~~respectively,~~ excluded from the Company’s calculation of diluted EPS that were excluded because the Company incurred a loss in the period and to include them would have been anti-dilutive.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11 – Commitments and Contingencies

Global Xpress (GX) Dispute

Inmarsat plc (Inmarsat), a satellite telecommunications company, ~~and~~filed arbitration with the ~~Company are~~International Centre for Dispute Resolution tribunal (the panel) in ~~a dispute relating to~~October 2016 concerning a January 2014take-or-pay agreement ~~regarding the~~to purchase ~~by the Company of~~ up to $65.0 million, under certain conditions, of GX capacity from Inmarsat over several years (GX dispute). ~~The parties are attempting to resolve~~Phase I of the ~~GX dispute through a contractually-stipulated~~ arbitration, ~~process that began in October 2016. The parties dispute~~now concluded, concerned only whether ~~Inmarsat has met its contractual obligations with respect to the service~~RigNet’stake-or-pay obligation ever commenced under the agreement. In ~~July 2017, pursuant~~December 2018, the panel’s Phase I ruling found that atake-or-pay obligation under a January 2014 contract had commenced and that RigNet owed Inmarsat $50.8 million, subject to ~~its contractual rights under the agreement, the Company delivered a notice of termination~~any offsets from RigNet’s counterclaims in Phase II of the ~~agreement~~arbitration. The Phase I ruling is an interim ruling, and RigNet is not required to ~~Inmarsat.~~pay any amounts to Inmarsat until the panel rules on Phase II counterclaims. The Company currently expects a Phase II ruling in the second half of 2019.

The Company has an accrued liability of $50.8 million, based on the Phase I interim award amount. While management believes it has strong counterclaims, which will be heard in Phase II and could reduce the ultimate liability, the amount of the final award is not estimable at this time. No assurance can be given as to the ultimate outcome of the GX dispute, and the ultimate outcome may differ from the accrued amount. Based on the information available at this time, the potential final loss could be based on the Phase I ruling less any offsets from RigNet’s counterclaims in Phase II of the arbitration offset by any potential counterclaims by Inmarsat, including interest and fees. As such, the range of the ultimate liability is not currently estimable.

The Company incurred GX dispute Phase II costs of $2.1 million for the three months ended March 31, 2019. The Company incurred legal expenses of ~~$0.8~~$0.6 million in connection with the GX dispute for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The Company may continue to incur significant legal fees, related expenses and management time in the future. ~~The Company cannot predict the ultimate outcome of the GX dispute, the total costs to be incurred or the potential impact on personnel.~~

Based on the information available at this time and management’s understanding of the GX dispute, the Company does not deem the likelihood of a material loss related to this dispute to be probable, so it has not accrued any liability related to the dispute. At this stage of the arbitration, the range of possible loss is not reasonably estimable, but could range from zero to the maximum amount payable under the contract for the services plus expenses.

Other Litigation

The Company, in the ordinary course of business, is a claimant or a defendant in various legal proceedings, including proceedings as to which the Company has insurance coverage and those that may involve the filing of liens against the Company or its assets.

Sales Tax Audit

The ~~company~~Company is undergoing a routine sales tax audit infrom a state where itthe Company has ~~operations for~~operations. The audit can cover up to a four-year period. The Company is in the ~~period from August~~early stages of ~~2011 to May of 2015. It is expected that~~ the audit, and ~~the appeals process, if necessary, will be completed within the next three months. The Company~~ does not ~~believe that~~have any estimates of further exposure, if any, for the ~~outcome of the audit will result in a material impact to the consolidated financial statements.~~tax years under review.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Contractual Dispute Settlement~~

The Company’s Systems Integration business reached a settlement in the first quarter of 2016 related to a contract dispute associated with a percentage of completion project. The dispute related to the payment for work related to certain change orders. After the settlement, the Company recognized $2.3 million of gain in the first quarter of 2016. In the Company’s Annual Report on Form~~10-K~~ for the year ended December 31, 2016, the Company reported that it had received the certificate of final acceptance from the customer acknowledging completion of the project. The total loss incurred over the life of this project amounted to $11.2 million.

~~The Company incurred legal expenses of $0.2 million in connection with the dispute for the nine months ended September 30, 2016.~~

Operating Leases

The Company adopted the new lease standard as of the first quarter 2019 and has used the optional transition method permitted under ASU2018-11. Accordingly, prior year amounts have not been adjusted and continue to be reflected in accordance with Company’s historical accounting.

The Company’s leasing activities primarily consist of leases of real-estate including office space under lease agreements expiring on various dates through 2025. For the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, the Company recognized expense under operating leases, ~~of $0.9 million~~which approximates cash paid and ~~$1.2 million, respectively. For the nine months ended September 30, 2017 and 2016, the Company recognized expense under operating~~includes short-term leases, of ~~$2.9 million and $3.4 million, respectively.~~$0.7 million.

As of ~~September 30, 2017,~~March 31, 2019, future undiscounted minimum lease ~~obligations~~obligation maturities for the remainder of ~~2017~~2019 and future years were as follows (in thousands):


2017		794
2018		1,871
2019		1,316	$	1,569
2020		886		1,374
2021		468		933
2022				853
2023				839
Thereafter		1,750		1,382

Total lease payments			$	6,950
	$	7,085
Less present value discount				(420	)

Amounts recognized in Balance Sheet			$	6,530

Amounts recognized in Balance Sheet
Deferred revenue and other current liabilities				741
Right-of-use lease liability - long-term portion				5,789

Total right to use lease liability			$	6,530

Operating leaseright-of-use assets for leases were $4.6 million as of March 31, 2019.

Theright-of-use assets and liabilities for leases were discounted at a weighted-average discount rate of 5.3%. The weighted-average remaining lease term as of March 31, 2019 was 4.8 years.

As of December 31, 2018, future undiscounted minimum lease obligation maturities for 2019 and future years were as follows (in thousands):


2019		1,822
2020		1,115
2021		780
2022		692
2023		659
Thereafter		1,044

	$	6,112

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commercial Commitments

The Company enters into contracts for satellite bandwidth and other network services with certain providers.

As of ~~September 30, 2017,~~March 31, 2019, the Company had the following commercial commitments related to satellite and network services for the remainder of ~~2017~~2018 and the future years thereafter (in thousands):


2017		4,501
2018		13,494
2019		5,920		12,151
2020		473		6,392
2021		455		673
2022				17

	$	24,843	$	19,233

The Company is no longer reporting $65.0 million in the above table for capacity from Inmarsat’s GX network. Please see paragraph “Global ~~Express~~Xpress (GX) Dispute” above for details of the ongoing arbitration ~~and the Company’s notice to terminate the contract~~ with Inmarsat.

Note 12 – Segment Information

Segment information is prepared consistent with the components of the enterprise for which separate financial information is available and regularly evaluated by the chief operating decision-maker for the purpose of allocating resources and assessing performance.

~~The Company previously operated under two reportable segments:~~ Managed Services ~~and Systems Integration (previously called SI&A). During the third quarter of 2017, after the Company completed the ESS acquisition, the Company reorganized its~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~business and reportable segments. Applications andInternet-of-Things~~ ~~is now managed and presented as a separate segment, and~~ was ~~previously presented in the~~renamed Managed Communications Services ~~segment. All historical segment financial data included herein has been recast to conform to the current year presentation.~~(MCS).

RigNet considers its business to consist of the following segments:

•

Managed ~~Services.~~Communications Services (MCS).The ~~Managed Services~~MCS segment provides remote communications, telephony and technology services for offshore and onshore drilling rigs and production facilities, support vessels, and other remote sites.

•

Applications andInternet-of-Things (Apps & IoT).The Apps & IoT segment provides applicationsover-the-top of the ~~Managed Services~~network layer including Software as a Service (SaaS) offerings such as cybersecurity, applications for safety and workforce productivity such as weather monitoring primarily in the North Sea (MetOcean), a real-time machine learning and AI data platform (Intelie Pipes and Intelie LIVE) and certain other value-added services such as Adaptive Video Intelligence (AVI). This segment also includes the privatemachine-to-machine IoT data networks including Supervisory Control and Data Acquisition (SCADA) ~~and Software as a Service (SaaS) offerings including BlackTIE~~^® ~~encryption, weather monitoring~~provided primarily ~~in the North Sea (METOCEAN) and certain other value added services such as Adaptive Video Intelligence (AVI).~~for pipelines.

•

Systems Integration.The Systems Integration segment provides design and implementation services for customer telecommunications systems. Solutions are delivered based on the customer’s specifications, adhering to international industry standards and best practices. Project services may include consulting, design, engineering, project management, procurement, testing, installation, commissioning and maintenance.

Corporate and eliminations primarily represents unallocated ~~corporate office~~executive and support activities, interest expense, income taxes and eliminations.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

The Company’s business segment information as of and for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, is presented below.

   Three Months Ended September 30, 2017
   Managed
Services    Applications
and
Internet-of-
Things    Systems
Integration Corporate and
Eliminations Consolidated
Total
   (in thousands)
Revenue
   $ 40,243    $ 4,985    $ 5,616 $ —   $ 50,844
Cost of revenue (excluding depreciation and amortization)
   24,902    3,394    4,089 —   32,385
Depreciation and amortization
   5,263    835    615 1,286 7,999
Selling, general and administrative
   3,013    363    280 9,755 13,411






Operating income (loss)
   $ 7,065    $ 393    $ 632 $ (11,041 ) $ (2,951 )






Capital expenditures
   5,655    198    —   —   5,853
   Three Months Ended September 30, 2016
   Managed
Services    Applications
and
Internet-of-
Things    Systems
Integration Corporate and
Eliminations Consolidated
Total
   (in thousands)
Revenue
   $ 45,653    $ 1,552    $ 3,407 $ —   $ 50,612
Cost of revenue (excluding depreciation and amortization)
   26,253    696    2,911 —   29,860
Depreciation and amortization
   6,716    —      631 958 8,305
Selling, general and administrative
   5,235    67    499 6,399 12,200






Operating income (loss)
   $ 7,449    $ 789    $ (634 ) $ (7,357 ) $ 247






Capital expenditures
   1,936    —      —   —   1,936
   Nine Months Ended September 30, 2017
   Managed
Services    Applications
and
Internet-of-
Things    Systems
Integration Corporate and
Eliminations Consolidated
Total
   (in thousands)
Revenue
   $ 122,531    $ 9,846    $ 15,701 $ —   $ 148,078
Cost of revenue (excluding depreciation and amortization)
   75,798    6,844    12,656 —   95,298
Depreciation and amortization
   17,509    849    1,813 2,696 22,867
Selling, general and administrative
   12,435    1,149    1,179 22,606 37,369






Operating income (loss)
   $ 16,789    $ 1,004    $ 53 $ (25,302 ) $ (7,456 )






Total assets
   184,678    33,353    15,857 3,960 237,848
Capital expenditures
   13,081    198    —   645 13,924
   Nine Months Ended September 30, 2016
   Managed
Services    Applications
and
Internet-of-
Things    Systems
Integration Corporate and
Eliminations Consolidated
Total
   (in thousands)
Revenue
   $ 146,766    $ 5,079    $ 16,019 $ —   $ 167,864
Cost of revenue (excluding depreciation and amortization)
   85,455    2,176    11,781 —   99,412
Depreciation and amortization
   20,032    —      2,127 3,402 25,561
Impairment of goodwill and intangible assets
   —      —      —   397 397
Selling, general and administrative
   20,631    201    2,141 21,979 44,952






Operating income (loss)
   $ 20,648    $ 2,702    $ (30 ) $ (25,778 ) $ (2,458 )






Total assets
   213,739    —      26,139 4,800 244,678
Capital expenditures
   10,365    —      —   1,146 11,511

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Three Months Ended March 31, 2019
	Managed Communications Services		Applications and Internet-of-Things		Systems Integration		Corporate and Eliminations			Consolidated Total
	(in thousands)
Revenue	$	42,333	$	8,015	$	7,162	$	—		$	57,510
Cost of revenue (excluding depreciation and amortization)		26,985		4,497		4,974		—			36,456
Depreciation and amortization		6,264		1,231		662		755			8,912
Selling, general and administrative		3,797		565		1,124		14,777			20,263

Operating income (loss)	$	5,287	$	1,722	$	402	$	(15,532	)	$	(8,121	)

Total assets		170,553		46,086		26,546		18,034			261,219
Capital expenditures		6,636		433		—		20			7,089

	Three Months Ended March 31, 2018
	Managed Communications Services		Applications and Internet-of-Things		Systems Integration		Corporate and Eliminations			Consolidated Total
	(in thousands)
Revenue	$	42,050	$	5,336	$	6,447	$	—		$	53,833
Cost of revenue (excluding depreciation and amortization)		25,745		3,085		4,851		—			33,681
Depreciation and amortization		5,726		847		652		762			7,987
Selling, general and administrative		4,215		354		323		11,743			16,635

Operating income (loss)	$	6,364	$	1,050	$	621	$	(12,505	)	$	(4,470	)

Total assets		148,535		49,758		16,535		30,431			245,259
Capital expenditures		5,834		134		—		645			6,613

The following table presents revenue earned from the Company’s domestic and international operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018. Revenue is based on the location where services are provided or goods are sold. Due to the mobile nature of RigNet’s customer base and the services provided, the Company works closely with its customers to ensure rig or vessel moves are closely monitored to ensure location of service information is properly reflected.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2017		2016		2017		2016		2019		2018
	(in thousands)								(in thousands)
Domestic	$	17,136	$	11,555	$	46,110	$	43,783	$	24,627	$	17,628
International		33,708		39,057		101,968		124,081		32,883		36,205

Total	$	50,844	$	50,612	$	148,078	$	167,864	$	57,510	$	53,833

The following table presents goodwill,right-of-use lease assets and long-lived assets, net of accumulated depreciation, for the Company’s domestic and international operations as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016.~~2018.


	September 30,		December 31,		March 31,		December 31,
	2017		2016		2019		2018
	(in thousands)				(in thousands)
Domestic	$	70,309	$	27,682	$	79,323	$	73,615
International		62,049		70,101		67,479		70,334

Total	$	132,358	$	97,783	$	146,802	$	143,949

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13 – Related Party

The Company has a reseller arrangement with Darktrace, which is an artificial intelligence company in cybersecurity that is partially owned by Kohlberg Kravis Roberts & Co. L.P. (KKR). KKR is a significant stockholder of the Company. Under the arrangement, the Company will sell Darktrace’s cybersecurity audit services with the Company’s cybersecurity offerings. In the three months ended March 31, 2019, the Company purchased $0.1 million from Darktrace in the ordinary course of business.

Vissim AS is now a vendor following a competitive request for quote from RigNet in the ordinary course of business. A customer specified Vissim AS by name as a provider for an SI project. Vissim AS is 24% owned by AVANT Venture Capital AS. AVANT Venture Capital is owned by and has as its chairman of its board one of our board members. Although no amounts were spent with Vissim AS in the three months ended March 31, 2019, in the future the Company anticipates spending money with this vendor.

Note 14 – Restructuring Costs – Cost Reduction Plans

During the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2019, the Company incurred a netpre-tax restructuring expense of ~~$0.8~~$0.6 million reported as general and administrative expense in the Corporate segment associated with the reduction of 3125 employees.

~~During the three months ended September 30, 2016, the Company incurred a netpre-tax~~ restructuring expense of $0.8 million reported as general and administrative expense in the Corporate segment consisting of $1.8 million of expense associated with the reduction of 73 employees partially offset by a net $1.0 million reversal of previously accrued restructuring charges for real estate exit costs not incurred.

~~During the nine months ended September 30, 2016, the Company incurred netpre-tax~~ restructuring expense of $1.3 million reported as general and administrative expense in the Corporate segment consisting of $2.7 million associated with the reduction of 115 employees partially offset by a net $1.4 million reversal of previously accrued restructuring charges for employees that the Company did not release and real estate exit expense not incurred. The Company undertook restructuring plans to reduce costs and improve the Company’s competitive position.

~~Note 14 – Executive Departure costs~~

Marty Jimmerson, the Company’s former CFO, served as Interim CEO and President from January 7, 2016 to May 31, 2016, to replace Mark Slaughter, the prior CEO and President. Mr. Jimmerson departed the Company on June 1, 2016. In connection with the departure of Mr. Slaughter, in the first quarter of 2016 the Company incurred a~~pre-tax~~ ~~executive departure expense of $1.9 million in the Corporate segment. On May 31, 2016, Steven E. Pickett was named CEO and President of the Company.~~

Item 2.Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements as of ~~September 30, 2017~~March 31, 2019 and for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 included elsewhere herein, and with our ~~annual report~~Annual Report on Form10-K for the year ended December 31, ~~2016.~~2018. The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” in Item 1A of our ~~annual report~~Annual Report and elsewhere in this quarterly report. See “Forward-Looking Statements” below.

Forward-Looking Statements

This Quarterly Report on Form10-Q contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. ~~These~~Forward-Looking statements may include statements about:

new regulations, delays in drilling permits or other changes in the ~~drilling~~oil and gas industry;

competition and competitive factors in the markets in which we operate;

demand for our services and solutions;

the advantages of our services compared to others;

changes in technology and customer preferences and our ability to adapt our product and services offerings;

our ability to develop and maintain positive relationships with our customers;

our ability to retain and hire necessary employees and appropriately staff our marketing, sales and distribution efforts;

our cash needs and expectations regarding cash flow from operations and capital expenditures;

our expectations regarding the deductibility of goodwill for tax purposes;

our strategy and acquisitions;

our ability to develop and market additional products and services;

our ability to manage and grow our business and execute our business strategy, including developing and marketing additional Apps & IoT solutions, expanding our market share, increasing secondary and tertiary customer penetration ~~of the U.S.~~at remote sites, enhancing systems integration and ~~international onshore and offshore drilling rigs and expanding~~extending our ~~business~~presence into complementary remote communication ~~market adjacencies;~~segments through organic growth and strategic acquisitions;

~~our strategy and acquisitions;~~

our ability to pursue, consummate and integrate merger and acquisition opportunities successfully;

the final disposition of the GX dispute and its effect on our operations, liquidity and financial operations;

the amount and timing of contingent consideration payments arising from our ~~resource reallocation~~acquisitions;

our cost reduction, restructuring activities and related expenses; and

our financial performance, including our ability to expand Adjusted EBITDA through our operational leverage.

In some cases, forward-looking statements can be identified by terminology such as “may,” “could,” “should,” “would,” “expect,” “plan,” “project,” “intend,” “will,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology that convey uncertainty of future events or outcomes. All of these types of statements, other than statements of historical fact included in this Quarterly Report on Form10-Q, are forward-looking statements.

The forward-looking statements contained in this Quarterly Report on Form10-Q are largely based on Company expectations, which reflect estimates and assumptions made by Company management. These estimates and assumptions reflect management’s best judgment based on currently known market conditions and other factors. Although the Company believes such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties beyond its control. In addition, management’s assumptions may prove to be inaccurate. The Company cautions that the forward-looking statements contained in this Quarterly Report on Form10-Q are not guarantees of future performance, and it cannot assure any reader that such statements will be realized or the forward-looking statements or events will occur. Future results may differ materially from those anticipated or implied in forward-looking statements due to factors listed in the “Risk Factors” section of our ~~annual report~~Annual Report on Form10-K for the

year ended December 31, ~~2016~~2018 and elsewhere in this Quarterly Report on Form10-Q. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual future results, performance or achievements may vary materially from any projected future results, performance or achievements expressed or implied by these forward-looking statements.

The forward-looking statements speak only as of the date made, and other than as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Our Operations

We are ~~a global technology company that provides customized communications services, applications~~the leading provider of intelligent networking solutions and cybersecurity solutions enhancing customer decision making and business performance. We provide solutions ranging from fully-managed voice and data networks to more advanced applications that include video conferencing, asset and weather monitoring, real-time data services and cybersecurity under a multi-service recurring revenue model.

specialized applications. Customers use our private networks to manage information flows and execute mission-critical operations primarily in remote areas where conventional telecommunications infrastructure is either unreliable or unavailable. We provide our clients what is often the sole means of communications for their remote operations. On top of and vertically integrated into these networks we provide services ranging from fully-managed voice, data, and video to more advanced services including: cyber security threat detection and prevention; applications to improve crew welfare, safety or workforce productivity; and a real-timeAI-backed data analytics platform to enhance customer decision making and business performance.

~~Network service~~MCS and Apps & IoT customers are primarily served under fixed-price contracts, either on a monthly or day rate basis or for equipment sales. Our contracts are generally in the form of Master Service Agreements, or MSAs, with specific services being provided under individual service ~~orders that~~orders. Offshore contracts generally have a term of ~~one~~up to three years with renewal ~~options, while land-based locations~~options. Land-based contracts are generally shorter term or terminable on short notice without a penalty. Service orders are executed under the MSA for individual remote sites or groups of sites, and generally ~~may be terminated~~permit early termination on short notice without penalty in the event of force majeure, breach of the MSA or cold stacking of a drilling rig (when a rig is taken out of service and is expected to be idle for a protracted period of time). Systems Integration customers are served primarily under fixed-price, long-term contracts.

~~We previously operated our business under two reportable segments:~~ Managed Services ~~and Systems Integration (previously called SI&A). During the third quarter of 2017, after we completed the ESS acquisition, we reorganized our business and reportable segments. Applications andInternet-of-Things~~ ~~is now managed and presented as a separate segment, and~~ was ~~previously presented in the~~renamed Managed Communications Services segment. All historical segment financial data included herein has been recast to conform to the current year presentation. We now operate three reportable segments, which are managed as distinct segments by our chief operating decision-maker.(MCS).

•

Managed ~~Services.~~Communications Services (MCS).Our ~~Managed Services segment~~MCS provides remote communications, telephony and technology services for offshore and onshore drilling rigs and production facilities, support vessels, and other remote sites.

•

Applications andInternet-of-Things (Apps & IoT).Our Apps & IoT segment provides applicationsover-the-top of the ~~Managed Services~~network layer including Software as a Service (SaaS) offerings such as cybersecurity, applications for safety and workforce productivity such as weather monitoring primarily in the North Sea (MetOcean), a real-time machine learning and AI data platform (Intelie Pipes and Intelie LIVE) and certain other value-added services such as Adaptive Video Intelligence (AVI). This segment also includes the privatemachine-to-machine IoT data networks including Supervisory Control and Data Acquisition (SCADA) ~~and Software as a Service (SaaS) offerings including BlackTIE~~^® ~~encryption, weather monitoring~~provided primarily ~~in the North Sea (METOCEAN) and certain other value added services such as Adaptive Video Intelligence (AVI).~~for pipelines.

•

Systems Integration.Our Systems Integration segment provides design and implementation services for customer telecommunications systems. Solutions are delivered based on the customer’s specifications, adhering to international industry standards and best practices. Project services may include consulting, design, engineering, project management, procurement, testing, installation, commissioning and maintenance.

Cost of revenue consists primarily of satellite charges, voice and data termination costs, network operations expenses, internet connectivity fees, equipment purchases for Systems Integration projects and direct service labor. Satellite charges consist of the costs associated with obtaining satellite bandwidth (the measure of capacity) used in the transmission of service to and from ~~leased~~contracted satellites. Direct service labor consists of field technicians, our Network Operations Center (NOC) employees, and other employees who directly provide services to customers. Network operations expenses consist primarily of costs associated with the operation of our NOC, which is maintained 24 hours a day, seven days a week. Depreciation and amortization isare recognized on all property, plant and equipment either installed at a customer’s site or held at our corporate and regional offices, as well as intangibles arising from acquisitions and internal use software. Selling and marketing expenses consist primarily of salaries and commissions, travel costs and marketing communications. General and administrative expenses consist of expenses associated with our management, finance, contract, support and administrative functions.

Profitability generally increases or decreases at aan MCS site as we add or lose customers and value-added services. Assumptions used in developing the rates for a site may not cover cost variances from inherent uncertainties or unforeseen obstacles, including both physical conditions and unexpected problems encountered with third party service providers.

Recent Developments

On ~~November 6, 2017, we~~February 13, 2019, the Company entered into ~~our~~the first amendment to the third amended and restated credit agreement ~~which~~(Credit Agreement) with four participating financial institutions. The Credit Agreement provides for a $15.0 million term loan facility (Term Loan), a $30.0 millionterm-out facility(Term-Out Loan) and an $85.0 million revolving credit facility ~~that~~(RCF). The RCF andTerm-Out Loan mature on April 6, 2021. The Term Loan matures on ~~November 6, 2020~~December 31, 2020.

We have committed to upgrade our Gulf of Mexico microwave network. In conjunction with ~~interest payable monthly at~~ a ~~rate~~major U.S. carrier, this upgrade will add 4G LTE services and 5G capabilities to the existing network. We have completed 63% of ~~LIBOR plus a margin ranging from 1.75%~~the total coverage area in the buildout of our 4G LTE and5G-enabled network. The Company expects to ~~2.75% based~~complete construction on ~~a consolidated leverage ratio and principal payments~~the network, already carrying live traffic, in the second quarter of ~~$1.25 million due quarterly beginning~~2019. Additionally, we purchased an office in Lafayette, Louisiana that will consolidate three separate legacy facilities.

As of March 31, ~~2018.~~

~~During the third quarter of 2017, we incurred restructuring expense of $0.8 million associated with the reduction of 31 employees.~~

On July 28, 2017, we acquired substantially all the assets of Energy Satellite Services (ESS). ESS is a supplier of wireless communications services via satellite networks primarily to the midstream sector of the oil and gas industry. The assets acquired enhance our product offering, add to our existing midstream Supervisory Control and Data Acquisition (SCADA) customer portfolio, and strengthen our IoT market position. We paid $22.2 million in cash for the ESS assets. ESS is based in Texas.

On July 24, 2017, we acquired substantially all the assets of Data Technology Solutions (DTS). DTS provides comprehensive communications and IT services to the onshore, offshore, and maritime industries, as well as disaster relief solutions to global corporate clients. We paid $5.1 million in cash for the DTS assets. DTS is based in Louisiana.

~~In July 2017, we delivered a notice of termination of an agreement with Inmarsat to acquire capacity from Inmarsat’s GX network. We will continue to offer other solutions to our customers as~~2019, we have ~~in the past. We will continue to evaluate and make available the best service options~~backlog for our ~~customers’ telecommunication needs.~~

~~On May 18, 2017, we completed our acquisition~~percentage of ~~Cyphre Security Solutions (Cyphre) for an estimated aggregate purchase price~~completion projects of ~~$12.0~~$43.1 million. Of this aggregate purchase price, we paid $4.9 million in cash, $3.3 million in stock and expect to pay $3.8 million of contingent consideration for intellectual property, estimated as of the date of acquisition. The initial estimate of the contingent consideration for intellectual property is preliminary and remains subject to change based on certain post-closing contractual options under the acquisition agreement. Cyphre is a cybersecurity company that provides advanced enterprise data protection leveraging BlackTIE^® ~~hardware-based encryption featuring low latency protection for files at rest and in transit for both public and private cloud. Cyphre is based in Texas.~~

In January 2017, we signed and announced an eight-year lease for new headquarters space, comprised of 28,808 square feet located at 15115 Park Row Blvd, Suite 300, Houston, Texas. The term of this lease runs through June 2025.

Known Trends and Uncertainties

Operating Matters

Uncertainties in the oil and gas industry may continue to impact our profitability. The fundamentals of the oil and gas industry we serve remain challenged into ~~2017,~~2019, particularly offshore. ~~Oil prices declined significantly throughout 2015 and into 2016 from the highs inmid-year~~ ~~2014 due to lower-than-expected global oil demand growth, increased supply from U.S. unconventional sources and increased production from several international countries.~~ Although oil prices and U.S. ~~onshore~~ drilling rig counts ~~have~~ increased ~~since~~in 2017 and the first three quarters of 2018 from their 2016 lows, the oil and gas environment continues to be challenged with operators focusing on projects with shorter ~~term, land-based projects~~pay-back periods that generally require less capital ~~investment.~~investment and lower costs from service providers and drilling contractors. The average price of Brent crude, a key indicator of activity for the oil and gas industry, was $63.10 per barrel for the three months ending March 31, 2019 compared to an average of $66.86 for the three months ending March 31, 2018. Brent crude spot prices increased in the first three quarters of 2018 and peaked at $86.07 on October 4, 2018. From the recent October 4, 2018 high, Brent crude oil prices decreased over 40.0% in the fourth quarter of 2018. In the first quarter of 2019, Brent crude oil prices recovered to the $60 per barrel range. Certain analysts are not presently predicting meaningful increases in offshore drilling rig utilization in 2019, but are predicting more meaningful improvements in utilization and day rates in 2020 or 2021. As a result, we believe drilling contractors are cautiously optimistic about a gradual demand recovery. The offshore drilling contracting environment remains challenged, with major offshore drilling contractors having experienced significant pressure on day rates, which in turn has had a negative impact on the rates we are able to charge customers. Generally, a prolonged lower oil price environment decreases exploration and development drilling investment, utilization of drilling rigs and the activity of the global oil and gas industry that we serve. Several global exploration and production companies reduced their capital spending budgets, including the cancellation or deferral of existing programs, and are expected to continue operating under reduced budgets in the current commodity price environment.

~~For the periods referenced below, we were billing on the following sites listed in the table below:~~

   3rd Quarter    2nd Quarter    1st Quarter    4th Quarter    3rd Quarter
   2017    2017    2017    2016    2016
Selected Operational Data:

Offshore drilling rigs (1)
   184    173    173    175    194
Offshore Production
   316    296    290    280    287
Maritime
   165    134    124    122    128
International Land
   132    112    104    104    101
Other sites (2)
   378    336    304    240    238










Total
   1,175    1,051    995    921    948

~~(1)~~

~~Includes jack up, semi-submersible and drillship rigs~~

~~(2)~~

~~Includes U.S. onshore drilling and production sites, completion sites,man-camps,~~ ~~remote offices, and supply bases and offshore-related supply bases, shore offices, tender rigs and platform rigs~~

In addition, uncertainties that could impact our profitability include service responsiveness to remote locations, communication network complexities, political and economic instability in certain regions, cyber-attacks, export restrictions, licenses and other trade barriers. These uncertainties may result in the delay of service initiation, which may negatively impact our results of operations. Additional uncertainties that could impact our operating cash flows include the availability and cost of satellite bandwidth, timing of collecting our receivables, and our ability to increase our contracted services through sales and marketing efforts while leveraging the contracted satellite and other communication service costs.

Sales Tax Audit

We are undergoing a routine sales tax audit infrom a state where we have ~~operations for~~operations. The audit can cover up to a four-year period. We are in the ~~period from August~~early stages of ~~2011 to May of 2015. It is expected that~~ the audit and ~~the appeals process, if necessary, will be completed within the next three months. We~~ do not ~~believe that~~have any estimates of further exposure, if any, for the ~~outcome of the audit will result in a material impact to the consolidated financial statements.~~tax years under review.

Global Xpress (GX) Dispute

~~We are~~Inmarsat plc (Inmarsat), a satellite telecommunications company, filed arbitration with the International Centre for Dispute Resolution tribunal (the panel) in ~~a dispute with Inmarsat relating to~~October 2016 concerning a January 2014 ~~take or pay~~take-or-pay agreement to purchase up to $65.0 million, under certain conditions, of GX capacity from Inmarsat over several ~~years. We are attempting to resolve~~years (GX dispute). Phase I of the ~~dispute through a contractually-stipulated~~ arbitration, ~~process that began in October 2016. The parties dispute~~now concluded, concerned only whether ~~Inmarsat has met its contractual obligations with respect to the service~~ourtake-or-pay obligation ever commenced under the agreement. In ~~July 2017, pursuant~~December 2018, the panel’s Phase I ruling found that atake-or-pay obligation under a January 2014 contract had commenced and that we owed Inmarsat $50.8 million, subject to any offsets from our ~~contractual rights under the agreement, we delivered a notice of termination~~counterclaims in Phase II of the ~~agreement~~arbitration. The Phase I ruling is an interim ruling, and we are not required to ~~Inmarsat.~~pay any amounts to Inmarsat until the panel rules on Phase II counterclaims. We currently expect a Phase II ruling in the second half of 2019.

We have an accrued liability of $50.8 million, based on the Phase I interim award amount. While we believe we have strong counterclaims, which will be heard in Phase II and could reduce the ultimate liability, the amount of the final award is not estimable at this time. No assurance can be given as to the ultimate outcome of the GX dispute, and the ultimate outcome may differ from the accrued amount. Based on the information available at this time, the potential final loss could be based on the Phase I ruling less any offsets from our counterclaims in Phase II of the arbitration offset by any potential counterclaims by Inmarsat, including interest and fees. As such, the range of the ultimate liability is not currently estimable.

We ~~have~~incurred GX dispute Phase II costs of $2.1 million for the three months ended March 31, 2019. We incurred legal expenses of ~~$0.8~~$0.6 million in connection with the GX dispute for the ~~nine~~three months ended ~~September 30, 2017. We~~March 31, 2018. The Company may continue to incur significant legal fees, related expenses and management time in the future. ~~We cannot predict the ultimate outcome of the GX dispute, the total costs to be incurred or the potential impact on personnel.~~

Based on the information available at this time and our understanding of the GX dispute, we do not deem the likelihood of a material loss related to this dispute to be probable, so we have not accrued any liability related to the dispute. At this stage of the arbitration, the range of possible loss is not reasonably estimable, but could range from zero to the maximum amount payable under the contract for the services plus expenses.

Results of Operations

The following table sets forth selected financial and operating data for the periods indicated.


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
	(in thousands)												(in thousands)
Revenue	$	50,844		$	50,612		$	148,078		$	167,864		$	57,510		$	53,833

Expenses:
Cost of revenue (excluding depreciation and amortization)		32,385			29,860			95,298			99,412			36,456			33,681
Depreciation and amortization		7,999			8,305			22,867			25,561			8,912			7,987
Impairment of intangible assets		—			—			—			397
Selling and marketing		2,400			1,724			5,968			5,559			3,793			2,949
General and administrative		11,011			10,476			31,401			39,393			16,470			13,686

Total expenses		53,795			50,365			155,534			170,322			65,631			58,303

Operating income (loss)		(2,951	)		247			(7,456	)		(2,458	)
Operating loss														(8,121	)		(4,470	)
Other expense, net		(480	)		(1,155	)		(1,859	)		(2,437	)		(1,166	)		(453	)

Loss before income taxes		(3,431	)		(908	)		(9,315	)		(4,895	)		(9,287	)		(4,923	)
Income tax expense		(762	)		(540	)		(1,075	)		(2,676	)		(2,666	)		(603	)

Net loss		(4,193	)		(1,448	)		(10,390	)		(7,571	)		(11,953	)		(5,526	)
Less: Net income attributable tonon-controlling interest		39			210			117			171			30			30

Net loss attributable to RigNet, Inc. stockholders	$	(4,232	)	$	(1,658	)	$	(10,507	)	$	(7,742	)	$	(11,983	)	$	(5,556	)

OtherNon-GAAP Data:
Unlevered Free Cash Flow	$	1,990		$	6,598		$	7,197		$	16,313
Adjusted EBITDA	$	7,843		$	8,534		$	21,121		$	27,824		$	8,386		$	7,419

The following represents selected financial operating results for our segments:


		Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended March 31,
		2017		2016			2017		2016			2019		2018
		(in thousands)										(in thousands)
Managed Services:
Managed Communications Services:
Revenue		$	40,243	$	45,653		$	122,531	$	146,766		$	42,333	$	42,050
Cost of revenue (excluding depreciation and amortization)			24,902		26,253			75,798		85,455			26,985		25,745
Depreciation and amortization			5,263		6,716			17,509		20,032			6,264		5,726
Selling, general and administrative			3,013		5,235			12,435		20,631			3,797		4,215

Managed Services operating income		$	7,065	$	7,449		$	16,789	$	20,648
Managed Communication Services operating income												$	5,287	$	6,364

Applications andInternet-of-Things:	Applications andInternet-of-Things:
Revenue		$	4,985	$	1,552		$	9,846	$	5,079		$	8,015	$	5,336
Cost of revenue (excluding depreciation and amortization)			3,394		696			6,844		2,176			4,497		3,085
Depreciation and amortization			835		—			849		—			1,231		847
Selling, general and administrative			363		67			1,149		201			565		354

Applications &Internet-of-Things operating income		$	393	$	789		$	1,004	$	2,702		$	1,722	$	1,050

Systems Integration:
Revenue		$	5,616	$	3,407		$	15,701	$	16,019		$	7,162	$	6,447
Cost of revenue (excluding depreciation and amortization)			4,089		2,911			12,656		11,781			4,974		4,851
Depreciation and amortization			615		631			1,813		2,127			662		652
Selling, general and administrative			280		499			1,179		2,141			1,124		323

Systems Integration and Automation operating income (loss)		$	632	$	(634	)	$	53	$	(30	)
Systems Integration and Automation operating income												$	402	$	621

NOTE: Consolidated balances include the segments above along with corporate activities and intercompany eliminations.

Three Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018

Revenue.Revenue increased by ~~$0.2~~$3.7 million, or ~~0.5%~~6.8%, to ~~$50.8~~$57.5 million for the three months ended ~~September 30, 2017~~March 31, 2019 from ~~$50.6~~$53.8 million for the three months ended ~~September 30, 2016. This increase was driven~~March 31, 2018. Revenue increased in all segments. Owning the 2018 acquisitions of Intelie, Auto-Comm and SAFCON for the full three months ended March 31, 2019 increased revenue by ~~increased revenues in~~$5.0 million. Revenue for the ~~Apps & IoT and Systems Integration segments, partially offset by lower revenue in the Managed Services segment. The~~ Apps & IoT segment increased ~~$3.4~~$2.7 million, or ~~221.2%~~50.2%, due to our ~~growth strategy which focuses~~focus on growth ~~into~~of the application layer and IoT space, including the acquisition of ESS, which contributed $1.3 million. The Systems Integration segment increased $2.2 million, or 64.8%, due to the timing of Systems Integration projects. The Managed Services segment decreased $5.4 million, or 11.9%, primarily due to decreased offshore drilling sites served and decreased~~revenue-per-site~~ ~~from offshore drilling rigs partially offset by $1.1~~$1.8 million from the acquisition of ~~DTS. The decrease~~Intelie and $0.7 million from the acquisition of ~~10 offshore drilling sites served was~~Auto-Comm and SAFCON. Revenue for the Systems Integration segment increased $0.7 million, or 11.1%, primarily due to ~~offshore drilling rigs we previously served being cold-stacked~~$2.1 million from the acquisition of Auto-Comm and SAFCON. Revenue for the MCS segment increased $0.3 million, or ~~scrapped~~0.7%, due to the Gulf of Mexico LTE network buildout project and $0.4 million from Auto-Comm and SAFCON, partially offset by ~~new sales wins. The decreasedrevenue-per-site~~ ~~from offshore drilling rigs is primarily due to decreased multi-tenancy ratios from operators on offshore drilling rigs. As rigs that we servehot-stack~~ ~~(when a rig is taken out of service but is ready to mobilize on short notice) due to~~ the current economic environment, the opportunity to serve the operator and earn additional revenue is lost until the drilling rig is subsequently contracted for service. Revenue continues to be impacted by previously announced ~~reductions~~loss of Noble Drilling as a customer, who is in ~~offshore drilling.~~the process of transitioning to another provider.

Cost of Revenue (excluding depreciation and amortization).Cost of revenue (excluding depreciation and amortization) increased by ~~$2.5~~$2.8 million, or ~~8.5%~~8.2%, to ~~$32.4~~$36.5 million for the three months ended ~~September 30, 2017~~March 31, 2019 from ~~$29.9~~$33.7 million for the three months ended ~~September 30, 2016.~~March 31, 2018. Cost of revenue (excluding depreciation and amortization) increased in the Apps & IoT segment by ~~$2.7~~$1.4 million as we ~~invest in~~continue our strategy ~~of expanding into the~~to grow our application layer and IoT space including ~~the acquisition of ESS and Cyphre.~~Intelie. Cost of revenue (excluding depreciation and amortization) increased in the MCS segment by $1.2 million to serve our increased site count. Cost of revenue (excluding depreciation and amortization) increased in the Systems Integration segment by $1.2 million due to the timing of Systems Integration projects. Cost of revenue (excluding depreciation and amortization) decreased in the Managed Services segment by $1.4 million primarily due to reductions in ongoing expenses partially offset by the acquisition of DTS.$0.1 million.

Depreciation and Amortization.Depreciation and amortization expense ~~decreased~~increased by ~~$0.3~~$0.9 million to $8.9 million for the three months ended March 31, 2019 from $8.0 million for the three months ended ~~September 30, 2017 from $8.3 million for the three months ended September 30, 2016.~~March 31, 2018. The ~~decrease~~increase is primarily attributable to ~~lower levels of~~additions to property, plant and equipment and intangibles from acquisitions and capital ~~expenditures in recent years, partially offset by the recent acquisitions of Cyphre, DTS and ESS.~~expenditures.

Selling and Marketing.Selling and marketing expense increased ~~$0.7~~$0.8 million to ~~$2.4~~$3.8 million for the three months ended ~~September 30, 2017~~March 31, 2019 from ~~$1.7~~$2.9 million for the three months ended ~~September 30, 2016.~~March 31, 2018. This increase was due to ~~investing in~~investments made towards our growth ~~strategy.~~strategy including increased sales personnel and marketing strategy costs.

General and Administrative.General and administrative expenses increased by ~~$0.5~~$2.8 million to ~~$11.0~~$16.5 million for the three months ended ~~September 30, 2017~~March 31, 2019 from ~~$10.5~~$13.7 million for the three months ended ~~September 30, 2016.~~March 31, 2018. General and administrative costs increased primarily due to increased stock-based compensation, increased GX dispute legal costs, restructuring costs and owning the ~~acquisition~~2018 acquisitions of ~~Cyphre~~Intelie, Auto-Comm and ~~ESS and related acquisition costs in~~SAFCON for the Apps & IoT segment. General and administrative costs decreased in the Managed Services and Systems Integration segments due to reductions in ongoing expenses partially offset by the acquisition of DTS.full three months ended March 31, 2019.

Income Tax Expense.Our effective income tax ~~rate was (22.2%~~rates were (28.7%) and ~~(59.5%~~(12.2%) for the three months ended ~~September 30, 2017~~March 31, 2019 and 2016, respectively. Our effective tax rate is affected by factors including changes in valuation allowances, fluctuations in income across jurisdictions with varying tax rates, and changes in income tax reserves, including related penalties and interest.

~~Nine months Ended September 30, 2017 and 2016~~

~~Revenue.~~Revenue decreased by $19.8 million, or 11.8%, to $148.1 million for the nine months ended September 30, 2017 from $167.9 million for the nine months ended September 30, 2016. This decrease was driven by lower revenues across the Managed Services and Systems Integration segments, partially offset by an increase in the Apps & IoT segment. The Managed Services segment decreased $24.2 million, or 16.5%, primarily due to decreased offshore drilling sites served and decreased~~revenue-per-site~~ from offshore drilling rigs partially offset by $1.1 million from the acquisition of DTS. The decrease of 10 offshore drilling sites served was primarily due to offshore drilling rigs we previously served being cold-stacked or scrapped partially offset by new sales wins. The decreased~~revenue-per-site~~ ~~from offshore drilling rigs is primarily due to decreased multi-tenancy ratios from operators on offshore drilling rigs. As rigs that we servehot-stack~~ (when a rig is taken out of service but is ready to mobilize on short notice) due to the current economic environment, the opportunity to serve the operator and earn additional revenue is lost until the drilling rig is subsequently contracted for service. Revenue continues to be impacted by previously announced reductions in offshore drilling. The Systems Integration segment decreased $0.3 million, or 2.0%, due to the timing of Systems Integration projects. The Apps & IoT segment increased $4.8 million, or 93.9%, due to our growth strategy which focuses on growth into the application layer and IoT space including the acquisition of ESS, which contributed $1.3 million.

~~Cost of Revenue (excluding depreciation and amortization).~~Cost of revenue (excluding depreciation and amortization) decreased by $4.1 million, or 4.1%, to $95.3 million for the nine months ended September 30, 2017 from $99.4 million for the nine months ended September 30, 2016. Cost of revenue (excluding depreciation and amortization) decreased in the Managed Services segment by $9.7 million primarily due to reductions in ongoing expenses partially offset by the acquisition of DTS. Cost of revenue increased in the Systems Integration segment by $0.9 million due to the timing of Systems Integration projects. Cost of revenue increased in the Apps & IoT segment by $4.7 million as we invest in our strategy of expanding into the application layer and~~internet-of-things~~ ~~space including the acquisition of ESS and Cyphre.~~

~~Depreciation and Amortization.~~Depreciation and amortization expense decreased by $2.7 million to $22.9 million for the nine months ended September 30, 2017 from $25.6 million for the nine months ended September 30, 2016. The decrease is primarily attributable to lower levels of capital expenditures in recent years.

~~Impairment of Intangible Assets.~~We recognized $0.4 million in impairment for the nine months ended September 30, 2016. In June 2016, we identified a triggering event for a license in Kazakhstan associated with a decline in cash flow projections. In June 2016, we conducted an intangibles impairment test and as a result of such test, recognized a $0.4 million impairment of licenses in the Corporate segment, which was the full amount of intangibles within Kazakhstan.

~~Selling and Marketing.~~Selling and marketing expense increased $0.4 million to $6.0 million for the nine months ended September 30, 2017 from $5.6 million for the nine months ended September 30, 2016. This increase was due to investing in our growth strategy.

~~General and Administrative.~~General and administrative expenses decreased by $8.0 million to $31.4 million for the nine months ended September 30, 2017 from $39.4 million for the nine months ended September 30, 2016. General and administrative costs decreased in the Managed Services and Systems Integration segments due to reductions in ongoing expenses partially offset by the acquisition of DTS. General and administrative costs increased in the Apps & IoT segment due to the acquisition of Cyphre and ESS and related acquisition costs.

~~Income Tax Expense.~~~~Our effective income tax rate was (11.5%) and (54.7%) for the nine months ended September 30, 2017 and 2016,~~2018, respectively. Our effective tax rate is affected by factors including changes in valuation allowances, fluctuations in income across jurisdictions with varying tax rates, and changes in income tax reserves, including related penalties and interest.

Liquidity and Capital Resources

At ~~September 30, 2017,~~March 31, 2019, we had working capital, including cash and cash equivalents, of ~~$44.8~~negative $11.2 million.

Based on our current expectations, we believe our liquidity and capital resources will be sufficient for the conduct of our business and operations for the foreseeable future. We may also use a portion of our available cash to finance growth through the acquisition of, or investment in, businesses, products, services or technologies complementary to our current business, through mergers, acquisitions, joint ventures or otherwise, or to pay down outstanding debt.

During the next twelve months, we expect our principal sources of liquidity to be cash flows from operating activities, cash and cash equivalents on hand and availability under our credit facility. In forecasting our cash flows we have considered factors including contracted services related to long-term deepwater drilling programs, U.S. land rig count trends, projected oil and natural gas prices, and contracted and available satellite bandwidth.Credit Agreement.

While we believe we have sufficient liquidity and capital resources to meet our current operating requirements, the ultimate outcome of the GX dispute and our expansion plans, we may elect to pursue additional expansion opportunities within the next year or we may require additional liquidity for contingent liabilities, which could require additional financing, either debt or equity.

Beyond the next twelve months, we expect our principal sources of liquidity to be cash flows provided by operating activities, cash and cash equivalents on hand, availability under our ~~credit facility~~Credit Agreement and additional financing activities we may pursue, which may include debt or equity offerings.


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
	(in thousands)						(in thousands)
Condensed Consolidated Statements of Cash Flows Data:
Cash and cash equivalents, January 1,	$	57,152		$	60,468
Net cash provided by operating activities		20,888			22,754
Cash and cash equivalents including restricted cash, January 1,							$	23,296		$	36,141
Net cash provided by (used in) operating activities								4,648			(2,492	)
Net cash used in investing activities		(45,007	)		(16,886	)		(4,748	)		(8,152	)
Net cash used in financing activities		(1,052	)		(8,111	)		(3,086	)		(2,319	)
Changes in foreign currency translation		919			(986	)		91			271

Cash and cash equivalents, September 30,	$	32,900		$	57,239
Cash and cash equivalents including restricted cash, March 31,							$	20,201		$	23,449

Currently, the Norwegian ~~kroner~~Kroner, the British Pound Sterling and the ~~British pound sterling~~Brazilian Real are the foreign currencies that could materially impact our liquidity. We presently do not hedge these risks, but evaluate financial risk on a regular basis and may utilize financial instruments in the future if deemed necessary. During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, 90.2%~~2018, 91.8% and ~~84.6%~~92.4% of our revenue was denominated in U.S. dollars, respectively.

Operating Activities

Net cash provided by operating activities was ~~$20.9~~$4.6 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 compared to ~~$22.8~~cash used in operating activities of $2.5 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2018. The ~~decrease~~increase in cash ~~provided by~~from operating activities ~~during 2017~~ of ~~$1.9~~$7.1 million was primarily due to ~~decreased~~the timing of paying our accounts payable partially offset by increased operating ~~activity.~~loss coupled with the timing of collecting receivables.

Our cash provided by operations is subject to many variables ~~the most significant of which is~~including the volatility of the oil and gas industry and ~~therefore,~~ the demand for our services. Other factors impacting operating cash flows include the availability and cost of satellite bandwidth, the ultimate outcome of the GX dispute, as well as the timing of collecting our receivables. Our future cash flow from operations will depend on our ability to increase our contracted services through our sales and marketing efforts while leveraging our contracted satellite and other communication service costs.

Investing Activities

Net cash used in investing activities was ~~$45.0~~$4.7 million and ~~$16.9~~$8.2 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, respectively.

Net cash used in investing activities during the three months ended March 31, 2019 and 2018 included $4.8 million and $5.1 million of capital expenditures, respectively. Net Cash used in investing activities during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 included ~~$32.2~~$3.2 million paid in connection with acquisitions consisting of $4.9 million for Cyphre, $5.1 million for DTS and $22.2 million for ESS. Net Cash used in investing activities during the nine months ended September 30, 2016 included $4.8 million paid for the acquisition of TECNOR. Net cash used in investing activities during the nine months ended September 30, 2017 and 2016 includes capital expenditures of $13.2 million and $11.2 million, respectively. We expect capital expenditures for 2017 to continue to be low due to continued reduced levels of global offshore oil and gas drilling activity.Intelie.

Financing Activities

Net cash used in financing activities was ~~$1.1 million and $8.1~~$3.1 million for the ~~nine~~three months ended ~~September 30, 2017 and 2016, respectively.~~March 31, 2019. Cash used in financing activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 included ~~$16.7~~$1.3 million in principal payments on our long-term debt, ~~partially offset by draws of $15.0~~$1.4 million withheld to cover employee taxes on ~~our revolving credit facility.~~stock-based compensation and $0.3 million in financing fees related to the Credit Agreement.

Net cash used in financing activities was $2.3 million for the three months ended March 31, 2018. Cash used in financing activities for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2018 included ~~$9.4~~$1.3 million in principal payments on our long-term ~~debt.~~debt and $1.0 million withheld to cover employee taxes on stock-based compensation.

Credit Agreement

~~As of September 30, 2017, the Company has~~The Credit Agreement provides for a ~~$60.0~~$15.0 million ~~term loan (Term Loan)~~Term Loan, a $30.0 million Term-Out Loan and ~~a $75.0~~an $85.0 million ~~Revolving Credit Facility (RCF),~~RCF, which includes a ~~$15~~$25.0 million sublimit for the issuance of ~~standby letters of credit.~~

~~The Term Loan bears an interest rate of LIBOR plus a margin ranging from 1.5% to 2.5%, based on a ratio of funded debt to Consolidated EBITDA, anon-GAAP~~ financial measure defined in the credit agreement. Interest is payable monthly along with quarterly principal installments of $2.1 million, with the balance due October 2018. The weighted average interest rate for the three months ended September 30, 2017commercial and 2016 was 3.2% and 2.5%, respectively. The weighted average interest rate for the nine months ended September 30, 2017 and 2016 was 3.1% and 2.4%, respectively, with an interest rate of 3.2% at September 30, 2017. The Term Loan is secured by substantially all the assets of the Company. As of September 30, 2017, the outstanding principal balance of the Term Loan was $27.9 million.

The RCF matures in October 2018 with any outstanding borrowings then payable. Borrowings under the RCF carry an interest rate of LIBOR plus an applicable margin ranging from 1.5% to 2.5%, which varies as a function of the Company’s leverage ratio. As of September 30, 2017, $32.0 million in draws on the facility remain outstanding. The weighted average interest rate for the three months ended September 30, 2017 and 2016 was 3.2% and 2.5%, respectively. The weighted average interest rate for the nine months ended September 30, 2017 and 2016 was 3.1% and 2.4%, respectively, with an interest rate of 3.2% at September 30, 2017.

~~As of September 30, 2017, there were $6.3 million in~~ standby letters of credit and performance bonds issued ~~which reduces our availability~~by the parties under the ~~RCF.~~Credit Agreement. The Credit Agreement requires a $45.0 million reserve (Specified Reserve) under the RCF that will be released and made available for borrowing for payment of monetary damages from the GX dispute.

~~In February 2016, we amended our credit agreement with~~Under the ~~most significant changes being~~Credit Agreement, the ~~definition of Consolidated EBITDA,~~Term Loan, the ~~calculation of the fixed charge coverage ratio~~Term-Out Loan and the ~~timing associated with delivery of financial statements and compliance certificates to the administrative agent.~~

~~In December 2016, we amended our credit agreement with the most significant changes being voluntarily reducing~~ RCF ~~from $125 million to $75 million and changing the definition of Consolidated EBITDA and certain other definitions contained in the credit agreement.~~

Our credit agreement imposes certain restrictions including limitations on our ability to obtain additional debt financing and on our payment of cash dividends. It also requires us to maintain certain financial covenants such as a funded debt to Consolidated EBITDA ratio of less than or equal to 2.5 to 1.0 and a fixed charge coverage ratio of not less than 1.25 to 1.0. At September 30, 2017, we believe we were in compliance with all covenants.

On November 6, 2017, we entered into our third amended and restated credit agreement, which provides for a $15.0 million term loan facility and an $85.0 million revolving credit facility that matures on November 6, 2020 withbear interest ~~payable monthly~~ at a rate of LIBOR plus a margin ranging from 1.75% to ~~2.75%~~3.00%, based on a consolidated leverage ratio defined in the Credit Agreement. Interest is payable monthly and principal ~~payments~~installments of $1.25 million under the Term Loan are due quarterly. Principal installments of $1.5 million are due quarterly under the Term-Out Loan beginning June 30, 2019.

The weighted average interest rate for the three months ended March 31, ~~2018.~~2019 and 2018 were 5.2% and 4.2%, respectively, with an interest rate of 5.2% at March 31, 2019. As of March 31, 2019, the outstanding principal amounts were $8.8 million for the Term Loan, $30.0 million for the Term-Out Loan and $37.2 million for the RCF.

The Credit Agreement contains certain covenants and restrictions, including restricting the payment of cash dividends under default, and maintaining certain financial covenants such as a consolidated fixed charge coverage ratio of not less than 1.25 to 1.00. Additionally, the Credit Agreement requires a consolidated leverage ratio, as defined in the Credit Agreement, of less than or equal to 2.75 to 1.00. The consolidated leverage ratio increases to 3.25 to 1.00 for four quarters starting in the quarter that we make a final irrevocable payment of all monetary damages from the GX dispute. The consolidated leverage ratio then decreases to 3.00 to 1.00 for three quarters, and then decreases to 2.75 to 1.00 for all remaining quarters. If any default occurs related to these covenants that was not cured or waived, the unpaid principal and any accrued interest can be declared immediately due and payable. The facilities under the Credit Agreement are secured by substantially all our assets.

In April 2019, we determined that in periods beginning at least as early as March 31, 2014, we had incurred and not appropriately included certain surety bonds or other similar instruments in our consolidated leverage ratio calculation as defined by the credit agreement. As a result, on May 6, 2019, we entered into a Consent and Waiver (Consent) to the credit agreement with the financial institutions party thereto under which we are permitted to exclude certain incurred surety bonds and other similar instruments from the calculation of Consolidated Funded Indebtedness, as defined in the credit agreement, for the period ended March 31, 2019. In addition, the Consent waived all specified violations for all prior periods.

We continue to work with the financial institutions under our Credit Agreement to ensure that the Credit Agreement does not impede our ordinary-course business operations with respect to surety bonds and other similar instruments.

We believe we have accurately calculated and reported our required debt covenant calculations for the March 31, 2019 reporting period and are in compliance with the required covenant ratios.

Off-Balance Sheet Arrangements

We do not engage in anyoff-balance sheet arrangements.

Non-GAAP ~~Measures~~Measure

Adjusted EBITDA ~~and Unlevered Free Cash Flow~~ should not be considered as ~~alternatives~~an alternative to net loss, operating income (loss), basic or diluted ~~earnings~~loss per share or any other measure of financial performance calculated and presented in accordance with GAAP. Our Adjusted EBITDA ~~and Unlevered Free Cash Flow~~ may not be comparable to similarly titled measures of other companies because other companies may not calculate Adjusted EBITDA ~~Unlevered Free Cash Flow~~ or similarly titled measures in the same manner as we do. We prepare Adjusted EBITDA ~~and Unlevered Free Cash Flow~~ to eliminate the impact of items that we do not consider indicative of our core operating performance. We encourage you to evaluate these adjustments and the reasons we consider them appropriate. Net loss is the most comparable GAAP measure to Adjusted EBITDA.

We define Adjusted EBITDA as net loss plus interest expense, income tax expense (benefit), depreciation and amortization, impairment of goodwill, intangibles, property, plant and equipment, ~~foreign exchange impact of intercompany financing activities,~~ (gain) loss on ~~retirement~~sales of property, plant and equipment, net of retirements, change in fair value of earn-outs and contingent consideration, stock-based compensation, ~~merger and~~ acquisition costs, executive departure costs, restructuring charges, the GX dispute, GX Dispute Phase II costs andnon-recurring items.

We believe Adjusted EBITDA is useful to investors in evaluating our operating performance for the following reasons:

Investors and securities analysts use Adjusted EBITDA as a supplemental measure to evaluate the overall operating performance of companies, and we understand our investor and analyst’s presentations include Adjusted EBITDA;

By comparing our Adjusted EBITDA in different periods, our investors may evaluate our operating results without the additional variations caused by items that we do not consider indicative of our core operating performance and which are not necessarily comparable from year to year; and

Adjusted EBITDA is an integral component of Consolidated EBITDA, as defined and used in the financial covenant ratios in the ~~credit agreement.~~Credit Agreement.

Our management uses Adjusted EBITDA:

To indicate profit contribution;

For planning purposes, including the preparation of our annual operating budget and as a key element of annual incentive programs;

To allocate resources to enhance the financial performance of our business; and

In communications with our Board of Directors concerning our financial performance.

Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results of operations as reported under GAAP. Some of these limitations are:

Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or other contractual commitments;

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

Adjusted EBITDA does not reflect interest expense;

Adjusted EBITDA does not reflect cash requirements for income taxes;

Adjusted EBITDA does not reflect impairment of goodwill, intangibles, property, plant and equipment;

Adjusted EBITDA does not reflect foreign exchange impact of intercompany financing activities;

Adjusted EBITDA does not reflect (gain) loss on retirement of property, plant and equipment;

Adjusted EBITDA does not reflect the ~~stock based~~stock-based compensation component of employee compensation;

Adjusted EBITDA does not reflect acquisition costs;

Adjusted EBITDA does not reflect change in fair value of earn-outs and contingent consideration;

Adjusted EBITDA does not reflect executive departure costs;

Adjusted EBITDA does not reflect restructuring charges;

Adjusted EBITDA does not reflect the GX dispute;

Adjusted EBITDA does not reflect the GX dispute Phase II costs;

Although depreciation and amortization arenon-cash charges, the assets being depreciated or amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for these replacements; and

Other companies in our industry may calculate Adjusted EBITDA or similarly titled measures differently than we do, limiting its usefulness as a comparative measure.

We define Unlevered Free Cash Flow as Adjusted EBITDA less capital expenditures. We believe Unlevered Free Cash Flow is useful to investors in evaluating our operating performance for the following reasons:

Investors and securities analysts use Unlevered Free Cash Flow as a supplemental measure to evaluate the overall operating performance of companies, and we understand our investor and analyst’s presentations include Unlevered Free Cash Flow; and

By comparing our Unlevered Free Cash Flow in different periods, our investors may evaluate our operating results without the additional variations caused by items that we do not consider indicative of our core operating performance and which are not necessarily comparable from year to year.

Although Unlevered Free Cash Flow is frequently used by investors and securities analysts in their evaluations of companies, Unlevered Free Cash Flow has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results of operations as reported under GAAP. Some of these limitations are:

~~Unlevered Free Cash Flow does not reflect changes in, or cash requirements for, our working capital needs;~~

~~Unlevered Free Cash Flow does not reflect interest expense;~~

~~Unlevered Free Cash Flow does not reflect cash requirements for income taxes;~~

~~Unlevered Free Cash Flow does not reflect impairment of goodwill, intangibles, property, plant and equipment;~~

~~Unlevered Free Cash Flow does not reflect foreign exchange impact of intercompany financing activities;~~

~~Unlevered Free Cash Flow does not reflect (gain) loss on retirement of property, plant and equipment;~~

~~Unlevered Free Cash Flow does not reflect acquisition costs;~~

~~Unlevered Free Cash Flow does not reflect change in fair value of earn-outs and contingent consideration;~~

~~Unlevered Free Cash Flow does not reflect executive departure costs;~~

~~Unlevered Free Cash Flow does not reflect restructuring charges;~~

~~Unlevered Free Cash Flow does not reflect depreciation and amortization;~~

~~Unlevered Free Cash Flow does not reflect the stock based compensation component of employee compensation; and~~

~~Other companies in our industry may calculate Unlevered Free Cash Flow or similarly titled measures differently than we do, limiting its usefulness as a comparative measure.~~

The following table presents a reconciliation of our net loss to Adjusted ~~EBITDA and Unlevered Free Cash Flow.~~EBITDA.


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
	(in thousands)												(in thousands)
Net loss	$	(4,193	)	$	(1,448	)	$	(10,390	)	$	(7,571	)	$	(11,953	)	$	(5,526	)
Interest expense		689			729			1,921			2,040			1,238			959
Depreciation and amortization		7,999			8,305			22,867			25,561			8,912			7,987
Impairment of intangible assets		—			—			—			397
(Gain) loss on sales of property, plant and equipment, net of retirements		5			(14	)		55			(164	)
Gain on sales of property, plant and equipment, net of retirements														(7	)		(53	)
Stock-based compensation		1,007			866			2,949			2,708			4,458			2,445
Restructuring		767			835			767			1,332			573			—
Change in fair value ofearn-out/contingent consideration		—			(1,279	)		(846	)		(1,279	)		—			22
Executive departure costs		—			—			—			1,884			—			157
Acquisition costs		807			—			2,723			240			350			825
Income tax expense		762			540			1,075			2,676
GX dispute Phase II costs														2,149			—
Income tax expense (benefit)														2,666			603

Adjusted EBITDA(non-GAAP measure)	$	7,843		$	8,534		$	21,121		$	27,824		$	8,386		$	7,419

Adjusted EBITDA(non-GAAP measure)	$	7,843		$	8,534		$	21,121		$	27,824
Capital expenditures		5,853			1,936			13,924			11,511

Unlevered Free Cash Flow(non-GAAP measure)	$	1,990		$	6,598		$	7,197		$	16,313

We evaluate Adjusted EBITDA ~~and Unlevered Free Cash Flow~~ generated from our operations to assess the potential recovery of historical capital expenditures, determine timing and investment levels for growth opportunities, extend commitments of satellite bandwidth cost, invest in new products and services, expand or open new offices and service centers, and ~~assist~~assess purchasing synergies.

Adjusted EBITDA ~~decreased~~increased by ~~$0.7~~$1.0 million to ~~$7.8~~$8.4 million for the three months ended ~~September 30, 2017,~~March 31, 2019, from ~~$8.5~~$7.4 million for the three months ended September 30, 2016. The decrease resulted primarily from increased costs partially offset by increased revenue. Adjusted EBITDA decreased by $6.7 million to $21.1 million for the nine months ended September 30, 2017, from $27.8 million for the nine months ended September 30, 2016. The decrease resulted primarily from lower revenue partially offset by a reduction in ongoing operating expenses.March 31, 2018.

Unlevered Free Cash Flow was $2.0 million in the three months ended September 30, 2017, a decrease of $4.6 million over the prior year quarter. Unlevered Free Cash Flow was $7.2 million in the nine months ended September 30, 2017, a decrease of $9.1 million over the prior year period. The decrease in Unlevered Free Cash Flow was due to decreased Adjusted EBITDA and increased capital expenditures.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

We are subject to a variety of risks, including foreign currency exchange rate fluctuations relating to foreign operations and certain purchases from foreign vendors. In the normal course of business, we assess these risks and have established policies and procedures to manage our exposure to fluctuations in foreign currency values.

Our objective in managing our exposure to foreign currency exchange rate fluctuations is to reduce the impact of adverse fluctuations in earnings and cash flows associated with foreign currency exchange rates. We presently do not hedge these risks, but evaluate financial risk on a regular basis and may utilize financial instruments in the future if deemed necessary. During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, 9.8%~~2018, 8.2% and ~~15.4%~~7.6%, respectively, of our revenues were earned innon-U.S. currencies. At ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, we had no significant outstanding foreign exchange contracts.

Our results of operations and cash flows are subject to fluctuations due to changes in interest rates primarily from our variable interest rate long-term debt. We presently do not hedge these risks, but evaluate financial risk on a regular basis and may utilize financial instruments in the future if deemed necessary. The following analysis reflects the annual impacts of potential changes in our interest rate to net loss attributable to us and our total stockholders’ equity based on our outstanding long-term debt on ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, assuming those liabilities were outstanding for the previous twelve months:


	September 30,		December 31,		March 31,		December 31,
	2017		2016		2019		2018
	(in thousands)				(in thousands)
Effect on Net Income (Loss) and Equity - Increase/Decrease:
1% Decrease/increase in rate	$	600	$	615	$	755	$	770
2% Decrease/increase in rate	$	1,200	$	1,229	$	1,511	$	1,541
3% Decrease/increase in rate	$	1,800	$	1,844	$	2,266	$	2,311

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as of ~~September 30, 2017.~~March 31, 2019. The term “disclosure controls and procedures,” as defined in Rules13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the ~~Company’s~~company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on ~~the~~their evaluation of our disclosure controls and procedures as of ~~September 30, 2017,~~the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were not effective as of ~~such date,~~March 31, 2019, due to a material weakness in our disclosure controls and procedures ~~were effective~~as discussed below.

Description of Material Weakness

In evaluating the effectiveness of our disclosure controls and procedures, management identified an operational deficiency related to our consolidated leverage ratio calculation as defined under our credit agreement. For periods prior to and including December 31, 2018, the definition of “Consolidated Funded Indebtedness” used in our consolidated leverage ratio calculation, included “the maximum amount available to be drawn under issued and outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guarantees, surety bonds and similar instruments.” In April 2019, we identified that in periods beginning at least as early as March 31, 2014, we had incurred and not appropriately included certain surety bonds or other similar instruments in our consolidated leverage ratio calculation. As a result, on May 6, 2019, the ~~reasonable assurance level.~~Company entered into a Consent and Waiver (Consent) to the credit agreement with the financial institutions party thereto under which we are permitted to exclude certain incurred surety bonds and other similar instruments from the calculation of Consolidated Funded Indebtedness for the period ended March 31, 2019. In addition, the Consent waived all specified violations for all prior periods.

We have concluded that we did not properly design and operate adequate internal control over monitoring compliance with financial covenants stipulated by our Third-Amended and Restated Credit Agreement. As a result, the technical violation in our leverage ratio calculation could have resulted in the outstanding amounts under our credit agreement being accelerated under the terms of the arrangement.

Therefore, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that, for periods prior to and including March 31, 2019, we had a material weakness in our disclosure controls and procedures.

The material weakness did not result in any misstatement to our consolidated balance sheets or the related consolidated statements of comprehensive loss, cash flows, and equity for the periods prior to and including March 31, 2019.

Remediation Efforts to Address the Material Weakness

Since identifying this deficiency, we have enhanced our internal controls related to our debt covenant calculations by:

requiring elevated approvals for any instrument which could impact our calculation of Consolidated Funded Indebtedness,

including additional certifications related to such instruments on our regional financial checklists and SOX sub-certifications, and

requiring applicable operations personnel to participate in our disclosure committee meetings.

We also believe we have accurately calculated and reported our required debt covenant calculations for the March 31, 2019 reporting period.

Changes in Internal Control over Financial Reporting

~~There~~Except for the material weakness noted above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule13a-15(d) of the Exchange Act that occurred during the quarter ended ~~September 30, 2017~~March 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management included in its assessment of internal control over financial reporting all consolidated entities, but excluded certain acquiree processes related to operations from Auto-Comm and SAFCON acquired by the company on April 18, 2018.

PART II – OTHER INFORMATION

Item 1.Legal Proceedings

~~In August 2017,~~Inmarsat plc (Inmarsat), a satellite telecommunications company, filed arbitration with the ~~Company filed litigation~~International Centre for Dispute Resolution tribunal (the panel) in Harris County District Court and arbitration against one of its former Chief Executive Officers for, among other things, breach of fiduciary duty, misappropriation of trade secrets, unfair competition and breach of contract. The Company is seeking repayment of certain severance benefits and injunctive relief. The Company has incurred legal expense of approximately $0.3 million in connection with this dispute for the nine months ended September 30, 2017. The Company may continue to incur significant legal fees, related expenses and management time in the future. The Company cannot predict the ultimate outcome of this dispute, the total costs to be incurred or the potential impact on personnel.

~~Inmarsat and the Company are in a dispute relating to~~October 2016 concerning a January 2014 ~~take or pay~~take-or-pay agreement to purchase up to $65.0 million, under certain conditions, of GX capacity from Inmarsat over several ~~years. The parties are attempting to resolve~~years (GX dispute). Phase I of the ~~dispute through a contractually-stipulated~~ arbitration, ~~process with the International Centre for Dispute Resolution that began in October 2016. The parties dispute~~now concluded, concerned only whether ~~Inmarsat has met its contractual obligations with respect to the service~~RigNet’stake-or-pay obligation ever commenced under the agreement. In ~~July 2017, pursuant~~December 2018, the panel’s Phase I ruling found that atake-or-pay obligation under a January 2014 contract had commenced and that RigNet owed Inmarsat $50.8 million, subject to ~~its contractual rights under the agreement, the Company delivered a notice of termination~~any offsets from RigNet’s counterclaims in Phase II of the ~~agreement~~arbitration. The Phase I ruling is an interim ruling, and RigNet is not required to ~~Inmarsat.~~pay any amounts to Inmarsat until the panel rules on Phase II counterclaims. The Company currently expects a Phase II ruling in the second half of 2019.

The Company has ~~incurred legal expenses~~an accrued liability of ~~$0.8~~$50.8 million, based on the Phase I interim award amount. While management believes it has strong counterclaims, which will be heard in ~~connection with~~Phase II and could reduce the ~~GX dispute for~~ultimate liability, the ~~nine months ended September 30, 2017. The Company may continue~~amount of the final award is not estimable at this time. No assurance can be given as to ~~incur significant legal fees, related expenses and management time in the future. The Company cannot predict~~ the ultimate outcome of the GX dispute, and the ~~total costs to be incurred or~~ultimate outcome may differ from the ~~potential impact on personnel.~~

accrued amount. Based on the information available at this time, ~~and management’s understanding of~~ the ~~GX dispute,~~potential final loss could be based on the ~~Company does not deem the likelihood of a material loss related to this dispute to be probable, so it has not accrued~~Phase I ruling less any ~~liability related to the dispute. At this stage~~offsets from RigNet’s counterclaims in Phase II of the arbitration offset by any potential counterclaims by Inmarsat, including interest and fees. As such, the range of ~~possible loss~~the ultimate liability is not ~~reasonably estimable, but could range from zero to the maximum amount payable under the contract for the services plus expenses.~~currently estimable.

The Company, in the ordinary course of business, is a claimant or a defendant in various other legal proceedings, including proceedings as to which the Company has insurance coverage and those that may involve the filing of liens against the Company or its assets.

Item 1A.Risk Factors

There have been no material changes from the risk factors disclosed in “Part I, Item 1A. Risk Factors” of our Annual Report on Form10-K for the year ended December 31, ~~2016.~~2018.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.Defaults Upon Senior Securities

None

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

~~None~~On May 6, 2019, the Company, as borrower, and subsidiaries of the Company party thereto, as guarantors, entered into a Consent and Waiver (the “Consent”) to Third Amended and Restated Credit Agreement dated as of November 6, 2017 (as amended from time to time, the “Credit Agreement”) with the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent for the lenders. Pursuant to the Consent, the Company may exclude certain surety and other obligations from the calculation of Consolidated Funded Indebtedness (as defined in the Credit Agreement) for the period ended March 31, 2019. The foregoing description of the Consent is not complete and is qualified in its entirety by reference to the Consent, a copy of which is attached hereto as Exhibit 10.2.

Item 6.Exhibits

The exhibits required to be filed with this Quarterly Report on Form10-Q are listed in the Exhibit Index attached hereto and are incorporated herein by reference.

INDEX TO EXHIBITS


~~INDEX TO EXHIBITS~~

~~2.2~~2.1		Share Purchase Agreement between RigNet, Inc. and the shareholders of Orgtec S.A.P.I. de C.V., d.b.a. TECNOR dated November 3, 2015 (filed as Exhibit 2.2 to the Registrant’s Quarterly Report on Form10-Q filed with the SEC on May 9, 2016, and incorporated herein by reference)

2.2		Share Purchase and Sale Agreement between RigNet, Inc. and the shareholders of Intelie Solucoes Em Informatica S.A. dated January 15, 2018 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form8-K filed with the SEC on January 17, 2018, and incorporated herein by reference)

3.1		Amended and Restated Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form10-Q filed with the SEC on August 8, 2016, and incorporated herein by reference)

3.2		Amendment to Amended and Restated Certificate of Incorporation, effective May 18, 2016. (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form10-Q filed with the SEC on August 8, 2016, and incorporated herein by reference)

3.3		Second Amended and Restated Bylaws of the Registrant, as amended (filed as Exhibit 3.3 to the Registrant’s ~~Quarterly~~Annual Report on Form~~10-Q~~10-K filed with the SEC on ~~August 8, 2016,~~March 6, 2018, and incorporated herein by reference)

~~3.4~~10.1		First Amendment to the Third Amended and Restated ~~Bylaws~~Credit Agreement, dated as of February 13, 2019, among RigNet, Inc., as Borrower, certain subsidiaries of RigNet, Inc. party thereto as guarantors, Bank of America, N.A., ~~effective May 18, 2016~~as Administrative Agent, Swingline Lender and L/C Issuer, and the lenders party thereto (filed as Exhibit ~~3.1~~10.1 to the Registrant’s Current Report on Form8-K filed with the SEC on ~~May 24, 2016,~~February 20, 2019, and incorporated ~~herein~~ by reference)

~~10.1+~~		Consulting Services Agreement between the Registrant and William Sutton dated July 13, 2017 (filed as Exhibit 10.1+ to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2017, and incorporated herein by reference)

10.2		Consent and Waiver to Third Amended and Restated Credit Agreement dated as of ~~November~~May 6, ~~2017~~2019, among RigNet, Inc., as Borrower, ~~the Subsidiaries~~certain subsidiaries of RigNet, Inc. party thereto as Guarantors, Bank of America, N.A., as ~~Administrative~~Admirative Agent, Swingline Lender and L/C Issuer, ~~Compass Bank, as Syndication Agent,~~and the ~~Lenders~~lenders party thereto ~~and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Sole Lead Arranger and Sole Bookrunner.~~

10.3		Form of 2019 Restricted Stock Unit Agreement

10.4		Form of 2019 Performance Share Unit Agreement

10.5		Form of 2019 Stock Option Agreement

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Schema Document

101.CAL		XBRL Calculation Linkbase Document

101.LAB		XBRL Label Linkbase Document

101.PRE		XBRL Presentation Linkbase Document

101.DEF		XBRL Definition Linkbase Document

+
		+ Indicates management contract or compensatory plan.

SIGNATURES

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.


	Nine Months Ended September 30,
	2016
	(in thousands, except per share amounts)
Revenue	$	168,899
Expenses		176,267

Net loss	$	(7,368	)

Net loss attributable to RigNet, Inc. common stockholders	$	(7,539	)

Net loss per share attributable to RigNet, Inc. common stockholders:
Basic	$	(0.43	)

Diluted	$	(0.43	)


2017		2,154
2018		57,770
2019		76

Total debt, including current maturities	$	60,000


	Three Months Ended September 30, 2017
	Managed Services		Applications and Internet-of- Things		Systems Integration			Corporate and Eliminations			Consolidated Total
	(in thousands)
Revenue	$	40,243	$	4,985	$	5,616		$	—		$	50,844
Cost of revenue (excluding depreciation and amortization)		24,902		3,394		4,089			—			32,385
Depreciation and amortization		5,263		835		615			1,286			7,999
Selling, general and administrative		3,013		363		280			9,755			13,411

Operating income (loss)	$	7,065	$	393	$	632		$	(11,041	)	$	(2,951	)

Capital expenditures		5,655		198		—			—			5,853

	Three Months Ended September 30, 2016
	Managed Services		Applications and Internet-of- Things		Systems Integration			Corporate and Eliminations			Consolidated Total
	(in thousands)
Revenue	$	45,653	$	1,552	$	3,407		$	—		$	50,612
Cost of revenue (excluding depreciation and amortization)		26,253		696		2,911			—			29,860
Depreciation and amortization		6,716		—		631			958			8,305
Selling, general and administrative		5,235		67		499			6,399			12,200

Operating income (loss)	$	7,449	$	789	$	(634	)	$	(7,357	)	$	247

Capital expenditures		1,936		—		—			—			1,936

	Nine Months Ended September 30, 2017
	Managed Services		Applications and Internet-of- Things		Systems Integration			Corporate and Eliminations			Consolidated Total
	(in thousands)
Revenue	$	122,531	$	9,846	$	15,701		$	—		$	148,078
Cost of revenue (excluding depreciation and amortization)		75,798		6,844		12,656			—			95,298
Depreciation and amortization		17,509		849		1,813			2,696			22,867
Selling, general and administrative		12,435		1,149		1,179			22,606			37,369

Operating income (loss)	$	16,789	$	1,004	$	53		$	(25,302	)	$	(7,456	)

Total assets		184,678		33,353		15,857			3,960			237,848
Capital expenditures		13,081		198		—			645			13,924

	Nine Months Ended September 30, 2016
	Managed Services		Applications and Internet-of- Things		Systems Integration			Corporate and Eliminations			Consolidated Total
	(in thousands)
Revenue	$	146,766	$	5,079	$	16,019		$	—		$	167,864
Cost of revenue (excluding depreciation and amortization)		85,455		2,176		11,781			—			99,412
Depreciation and amortization		20,032		—		2,127			3,402			25,561
Impairment of goodwill and intangible assets		—		—		—			397			397
Selling, general and administrative		20,631		201		2,141			21,979			44,952

Operating income (loss)	$	20,648	$	2,702	$	(30	)	$	(25,778	)	$	(2,458	)

Total assets		213,739		—		26,139			4,800			244,678
Capital expenditures		10,365		—		—			1,146			11,511


	3rd Quarter		2nd Quarter		1st Quarter		4th Quarter		3rd Quarter
	2017		2017		2017		2016		2016
Selected Operational Data:
Offshore drilling rigs (1)		184		173		173		175		194
Offshore Production		316		296		290		280		287
Maritime		165		134		124		122		128
International Land		132		112		104		104		101
Other sites (2)		378		336		304		240		238

Total		1,175		1,051		995		921		948

Large accelerated filer

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Non-accelerated filer

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Smaller reporting company

Emerging growth company