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, 2018~~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 every Interactive Data File required to be submitted 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 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, 2018,~~April 30, 2019, there were outstanding ~~19,411,467~~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

2524

Item 3

Quantitative and Qualitative Disclosures about Market Risk

3533

Item 4

Controls and Procedures

3635

PART II – OTHER INFORMATION

Item 1

Legal Proceedings

3736

Item 1A

Risk Factors

3736

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

3736

Item 3

Defaults Upon Senior Securities

3736

Item 4

Mine Safety Disclosures

3736

Item 5

Other Information

3736

Item 6

Exhibits

3736

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, 2018			December 31, 2017				2019			2018
		(in thousands, except share amounts)							(in thousands, except share amounts)
ASSETS	ASSETS							ASSETS
Current assets:
Cash and cash equivalents		$	20,726		$	34,598			$	18,660		$	21,711
Restricted cash			42			43				42			41
Accounts receivable, net			68,161			49,021				74,115			67,450
Costs and estimated earnings in excess of billings on uncompleted contracts			4,395			2,393
Costs and estimated earnings in excess of billings on uncompleted contracts (CIEB)										5,710			7,138
Prepaid expenses and other current assets			6,388			5,591				7,180			6,767

Total current assets			99,712			91,646				105,707			103,107
Property, plant and equipment, net			60,835			60,344				63,889			63,585
Restricted cash			1,546			1,500				1,499			1,544
Goodwill			46,275			37,088				46,830			46,631
Intangibles, net			34,485			30,405				31,495			33,733
Right-of-use lease asset										4,588			—
Deferred tax and other assets			8,385			9,111				7,211			10,325

TOTAL ASSETS		$	251,238		$	230,094			$	261,219		$	258,925

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY							LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	17,579		$	12,234			$	26,922		$	20,568
Accrued expenses			17,021			16,089				16,015			16,374
Current maturities of long-term debt			4,943			4,941				10,809			4,942
Income taxes payable			—			1,601				2,680			2,431
GX dispute accrual										50,765			50,765
Deferred revenue and other current liabilities			4,419			8,511				9,724			5,863

Total current liabilities			43,962			43,376				116,915			100,943
Long-term debt			66,214			53,173				64,734			72,085
Deferred revenue			369			546				272			318
Deferred tax liability			3,281			189				619			652
Right-of-use lease liability - long-term portion										5,789			—
Other liabilities			32,101			25,533				25,784			28,943

Total liabilities			145,927			122,817				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, 2018 or December 31, 2017			—			—
Common stock—$0.001 par value; 191,000,000 shares authorized; 19,411,467 and 18,232,872 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively			19			18
Treasury stock—89,880 and 5,516 shares at September 30, 2018 and December 31, 2017, respectively, at cost			(1,246	)		(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			172,599			155,829				177,404			172,946
Accumulated deficit			(46,796	)		(33,726	)			(108,500	)		(96,517	)
Accumulated other comprehensive loss			(19,295	)		(14,806	)			(19,096	)		(19,254	)

Total stockholders’ equity			105,281			107,199				47,151			55,924
Non-redeemable,non-controlling interest			30			78				(45	)		60

Total equity			105,311			107,277				47,106			55,984

TOTAL LIABILITIES AND EQUITY		$	251,238		$	230,094			$	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,
	2018			2017			2018			2017			2019			2018
	(in thousands, except per share amounts)												(in thousands, except per share amounts)
Revenue	$	64,770		$	50,844		$	178,610		$	148,078		$	57,510		$	53,833

Expenses:
Cost of revenue (excluding depreciation and amortization)		40,734			32,385			110,661			95,298			36,456			33,681
Depreciation and amortization		8,413			7,999			24,756			22,867			8,912			7,987
Selling and marketing		2,728			2,400			9,866			5,968			3,793			2,949
General and administrative		13,916			11,011			43,148			31,401			16,470			13,686

Total expenses		65,791			53,795			188,431			155,534			65,631			58,303

Operating loss		(1,021	)		(2,951	)		(9,821	)		(7,456	)		(8,121	)		(4,470	)
Other income (expense):
Interest expense		(807	)		(689	)		(2,773	)		(1,921	)		(1,238	)		(959	)
Other income (expense), net		(658	)		209			(40	)		62
Other income, net														72			506

Loss before income taxes		(2,486	)		(3,431	)		(12,634	)		(9,315	)		(9,287	)		(4,923	)
Income tax benefit (expense)		(312	)		(762	)		11			(1,075	)
Income tax expense														(2,666	)		(603	)

Net loss		(2,798	)		(4,193	)		(12,623	)		(10,390	)		(11,953	)		(5,526	)
Less: Net income attributable tonon-redeemable,non-controlling interest		49			39			109			117			30			30

Net loss attributable to RigNet, Inc. stockholders	$	(2,847	)	$	(4,232	)	$	(12,732	)	$	(10,507	)	$	(11,983	)	$	(5,556	)

COMPREHENSIVE LOSS
Net loss	$	(2,798	)	$	(4,193	)	$	(12,623	)	$	(10,390	)	$	(11,953	)	$	(5,526	)
Foreign currency translation		(3,897	)		1,737			(4,489	)		3,503			158			1,600

Comprehensive loss		(6,695	)		(2,456	)		(17,112	)		(6,887	)		(11,795	)		(3,926	)
Less: Comprehensive income attributable tonon-controlling interest		49			39			109			117			30			30

Comprehensive loss attributable to RigNet, Inc. stockholders	$	(6,744	)	$	(2,495	)	$	(17,221	)	$	(7,004	)	$	(11,825	)	$	(3,956	)

LOSS PER SHARE—BASIC AND DILUTED
LOSS PER SHARE - BASIC AND DILUTED
Net loss attributable to RigNet, Inc. common stockholders	$	(2,847	)	$	(4,232	)	$	(12,732	)	$	(10,507	)	$	(11,983	)	$	(5,556	)

Net loss per share attributable to RigNet, Inc. common stockholders, basic	$	(0.15	)	$	(0.23	)	$	(0.69	)	$	(0.58	)	$	(0.63	)	$	(0.31	)

Net loss per share attributable to RigNet, Inc. common stockholders, diluted	$	(0.15	)	$	(0.23	)	$	(0.69	)	$	(0.58	)	$	(0.63	)	$	(0.31	)

Weighted average shares outstanding, basic		18,905			18,086			18,566			17,982			18,949			18,146

Weighted average shares outstanding, diluted		18,905			18,086			18,566			17,982			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,
	2018			2017			2019			2018
	(in thousands)						(in thousands)
Cash flows from operating activities:
Net loss	$	(12,623	)	$	(10,390	)	$	(11,953	)	$	(5,526	)
Adjustments to reconcile net loss to net cash provided by operations:
Depreciation and amortization		24,756			22,867			8,912			7,987
Stock-based compensation		4,368			2,949			4,458			2,445
Amortization of deferred financing costs		141			192			61			51
Deferred taxes		(117	)		(271	)		2,469			449
Change in fair value ofearn-out/contingent consideration		2,050			(846	)		—			22
Accretion of discount of contingent consideration payable for acquisitions		368			417			94			162
Loss on sales of property, plant and equipment, net of retirements		34			55
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, net		(15,428	)		(122	)		(6,777	)		(6,255	)
Costs and estimated earnings in excess of billings on uncompleted contracts		(1,095	)		716
Costs and estimated earnings in excess of billings on uncompleted contracts (CIEB)								1,439			520
Prepaid expenses and other assets		(1,634	)		3,714			85			(1,012	)
Accounts payable		3,986			1,697			4,058			(999	)
Accrued expenses		(1,584	)		1,733			(38	)		(2,613	)
Deferred revenue		1,512			6,212			3,074			1,905
Other liabilities		(1,807	)		(8,035	)		(1,227	)		425
Payout of TECNOR contingent consideration—inception to date change in fair value portion		(1,575	)		—

Net cash provided by operating activities		1,352			20,888
Net cash provided by (used in) operating activities								4,648			(2,492	)

Cash flows from investing activities:
Acquisitions (net of cash acquired)		(5,405	)		(32,205	)		—			(3,202	)
Capital expenditures		(18,791	)		(13,186	)		(4,814	)		(5,099	)
Proceeds from sales of property, plant and equipment		685			274			66			149

Net cash used in investing activities		(23,511	)		(45,117	)		(4,748	)		(8,152	)

Cash flows from financing activities:
Proceeds from issuance of common stock net of stock witheld to cover employee taxes on stock-based compensation		967			800
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		(1,130	)		(116	)		(1,407	)		(980	)
Subsidiary distributions tonon-controlling interest		(157	)		(76	)		(135	)		(66	)
Payout of TECNOR contingent consideration—fair value on acquisition date portion		(6,425	)		—
Proceeds from borrowings		16,750			15,000
Repayments of long-term debt		(3,848	)		(16,660	)		(1,295	)		(1,286	)
Payment of financing fees								(250	)		—

Net cash provided by (used) in financing activities		6,157			(1,052	)
Net cash used in financing activities								(3,086	)		(2,319	)

Net change in cash and cash equivalents		(16,002	)		(25,281	)		(3,186	)		(12,963	)

Cash and cash equivalents including restricted cash:
Balance, January 1,		36,141			58,805			23,296			36,141
Changes in foreign currency translation		2,175			919			91			271

Balance, September 30,	$	22,314		$	34,443
Balance, March 31,							$	20,201		$	23,449

Supplemental disclosures:
Income taxes paid	$	2,989		$	1,515		$	737		$	629
Interest paid	$	2,284		$	1,362		$	1,019		$	665
Non-cash investing—capital expenditures accrued	$	2,612		$	2,785
Non-cash investing—tenant improvement allowance	$	—		$	1,728
Non-cash investing—contingent consideration for acquisitions	$	7,600		$	3,798
Non-cash investing - capital expenditures accrued							$	4,398		$	3,186
Non-cash investing - contingent consideration for acquisitions							$	—		$	7,600
Non-cash investing and financing - stock for acquisitions	$	11,436		$	3,304		$	—		$	7,340
Liabilities assumed in acquisitions	$	5,513		$	674		$	—		$	4,285

	September 30, 2018			September 30, 2017			March 31,			March 31,
							2019			2018
Cash and cash equivalents	$	20,726		$	32,900		$	18,660		$	21,858
Restricted cash—current portion		42			43
Restricted cash—long-term portion		1,546			1,500
Restricted cash - current portion								42			45
Restricted cash - long-term portion								1,499			1,546

Cash and cash equivalents including restricted cash	$	22,314		$	34,443		$	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)


	Common Stock					Treasury Stock					Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Total Stockholders’			Non-Redeemable, Non-Controlling			Total			Common Stock				Treasury Stock					Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Total Stockholders’			Non-Redeemable, Non-Controlling			Total
	Shares			Amount		Shares		Amount			Capital		Deficit			Loss			Equity			Interest			Equity			Shares		Amount		Shares		Amount			Capital		Deficit			Loss			Equity			Interest			Equity
	(in thousands)																											(dollars and shares in thousands)
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 withheld 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

Balance, January 1, 2018		18,233		$	18		6	$	(116	)	$	155,829	$	(33,726	)	$	(14,806	)	$	107,199		$	78		$	107,277			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		59			—		—		—			967		—			—			967			—			967			1		—		—		—			12		—			—			12			—			12
Issuance of common stock upon the vesting of Restricted Stock Units, net of share cancellations		330			—		—		—			—		—			—			—			—			—			340		—		—		—			—		—			—			—			—			—
Issuance of common stock for acquisitions		789			1		—		—			11,435		—			—			11,436			—			11,436
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		—			—		84		(1,130	)		—		—			—			(1,130	)		—			(1,130	)		—		—		74		(980	)		—		—			—			(980	)		—			(980	)
Stock-based compensation		—			—		—		—			4,368		—			—			4,368			—			4,368			—		—		—		—			2,445		—			—			2,445			—			2,445
Cumulative effect adjustment from implementation of ASU2016-16		—			—		—		—			—		(338	)		—			(338	)					(338	)		—		—		—		—			—		(338	)		—			(338	)					(338	)
Foreign currency translation		—			—		—		—			—		—			(4,489	)		(4,489	)		—			(4,489	)		—		—		—		—			—		—			1,600			1,600			—			1,600
Non-controlling owner distributions		—			—		—		—			—		—			—			—			(157	)		(157	)		—		—		—		—			—		—			—			—			(66	)		(66	)
Net income (loss)		—			—		—		—			—		(12,732	)		—			(12,732	)		109			(12,623	)		—		—		—		—			—		(5,556	)		—			(5,556	)		30			(5,526	)

Balance, September 30, 2018		19,411		$	19		90	$	(1,246	)	$	172,599	$	(46,796	)	$	(19,295	)	$	105,281		$	30		$	105,311
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																													—		—		—		—			—		—			—			—			—			—
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																													—		—		—		—			4,458		—			—			4,458			—			4,458
Foreign currency translation																													—		—		—		—			—		—			158			158			—			158
Non-controlling owner distributions																													—		—		—		—			—		—			—			—			(135	)		(135	)
Net income (loss)																													—		—		—		—			—		(11,983	)		—			(11,983	)		30			(11,953	)

Balance, March 31, 2019																													19,711	$	20		198	$	(2,677	)	$	177,404	$	(108,500	)	$	(19,096	)	$	47,151		$	(45	)	$	47,106

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, ~~2017~~2018 included in the Company’s Annual Report on Form10-K filed with the Securities and Exchange Commission on March ~~6, 2018.~~15, 2019.

Significant Accounting Policies

Please refer to RigNet’s Annual Report on Form10-K for fiscal year ~~2017~~2018 for information regarding the Company’s accounting policies.

Revenue ~~Recognition—~~Recognition – Revenue from Contracts with Customers

Revenue is recognized to depict the transfer of promised goods or services in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

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

~~Managed Services~~MCS and ~~Applications andInternet-of-Things~~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. ~~Our contracts~~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 up to three years with renewal ~~options for offshore locations that are generally longer-term~~options. Land-based contracts ~~with few cancellation provisions, while land-based locations~~ 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 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 single performance obligation under ~~Managed Services~~MCS and ~~Applications andInternet-of-Things~~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 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 (thecost-to-cost 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 recognized in excess of amounts billed is classified as a current asset under Costs and estimated earnings in excess of billings on uncompleted ~~contracts.~~contracts (CIEB).

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Systems Integration contracts are billed in accordance with the terms of the contract which are typically either based on milestones or specified time intervals. As of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the amount of ~~Costs and estimated earnings in excess of billings on uncompleted contracts~~CIEB related to Systems Integration projects was ~~$4.4~~$5.7 million and ~~$2.4~~$7.1 million, respectively. Under long-term contracts, amounts recorded in ~~Costs and estimated earnings in excess of billings on uncompleted contracts~~CIEB may not be realized or paid ~~respectively,~~ within aone-year period. As of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017, $1.3~~2018, $2.3 million and ~~$0.4 million,~~none, respectively, of amounts billed to customers in excess of revenue recognized to date ~~are~~were classified as a current liability, under deferred revenue. ~~All of the billings in excess of costs as of December 31, 2017 were recognized as revenue during the nine months ended September 30, 2018.~~

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 ~~Condensed~~ Consolidated Balance Sheets as part of ~~Costs and estimated earnings in excess of billings on uncompleted contracts.~~CIEB. No material unapproved change orders or claims revenue ~~was~~were included in ~~Costs and estimated earnings in excess of billings on uncompleted contracts~~CIEB as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018. As new facts become known, an adjustment to the estimated recovery is made and reflected in the current period.

Backlog— - As of ~~September 30, 2018,~~March 31, 2019, we have backlog for our percentage of completion projects of ~~$41.4~~$43.1 million, which will 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, 2019, we determine if an arrangement is a lease at inception. Operating leases right to use assets and liabilities are included in right to use lease asset, deferred revenue and other current liabilities and right to use lease liability – long-term portion on our condensed consolidated 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 ~~May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards UpdateNo. 2014-09~~ ~~(ASU2014-09),~~ Revenue from Contracts with Customers (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update~~No. 2015-14~~ ~~(ASU2015-14),~~ ~~Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. In~~ March ~~2016, the FASB issued Accounting Standards UpdateNo. 2016-08~~ ~~(ASU2016-08),~~ Revenue from Contracts with Customers: Principal versus Agent Considerations. The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. In April and May of 2016, the FASB issued Accounting Standards Update~~No. 2016-10~~ ~~(ASU2016-10)~~ ~~and Accounting Standards UpdateNo. 2016-12~~ ~~(ASU2016-12),~~ Revenue from Contracts with Customers (Topic 606), 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. The Company adopted this ASU on January 1, 2018. The Company’s evaluation of this ASU included a detailed review of representative contracts from each segment and comparing historical accounting policies and practices to the new standard. The adoption of this ASU did not have any material impact on the Company’s condensed consolidated financial statements.

~~In February~~ 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. Based on the Company’s current leases, the Company anticipates the new guidance will require additional assets and liabilities on the condensed consolidated balance sheet; however, the Company has not yet completed an estimation of such amount and we are still evaluating the overall impact of the new guidance on our condensed consolidated financial statements, related disclosures and internal controls.

~~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. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017. The Company adopted this ASU as of the first quarter 2019, and it requiresright-of-use liabilities on ~~January 1, 2018. The adoption~~the consolidated balance sheet of ~~this ASU did not have any material~~$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 financial statements.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~In October 2016,~~Condensed Consolidated Statement of Equity or Comprehensive Loss. The Company elected the ~~FASB issued~~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. ~~2016-16~~2018-11 (ASU~~2016-16),~~2018-11). ~~Income Taxes: Intra-Entity Transfer~~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 ~~Assets Other Than Inventory. The new~~ ASU requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than the previous requirement to defer recognition of current and deferred income taxes for an intra-entity asset transfer until the asset had been sold to an outside party. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017. The Company adopted this ASU on January 1, 2018 using the modified retrospective method through a $0.3 million cumulative effect that directly lowered accumulated deficit. The adoption of this ASU did not have any material impact on the Company’s condensed consolidated financial statements.

~~In November 2016, the FASB issued Accounting Standards UpdateNo. 2016-18~~2016-02. ~~(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 adopted this ASU on January 1, 2018. The adoption of this ASU did not have any material impact on the Company’s condensed consolidated financial statements.

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 ~~Company is currently in the process of evaluating the impact the~~ adoption of this ASU ~~will~~did not have any material impact on the Company’s condensed consolidated financial ~~statements.~~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 August 2018, the FASB issued ASUNo. 2018-15 (ASU2018-15), which provides guidance on implementation costs incurred in a cloud computing arrangement that is a service contract. 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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2 – Business Combinations

Auto-Comm and SAFCON

On April 18, 2018, RigNet completed the separate acquisitions of 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 working capital adjustment.

Auto-Comm provides a broad range of communications services, for both onshore and offshore remote locations, to the oil and gas industry. Auto-Comm brings over 30 years of systems integration experience in engineering and design, installation, testing, and maintenance. SAFCON offers a diverse set of safety, security, and maintenance services to the oil and gas industry. Auto-Comm and SAFCON have developed strong relationships with major energy companies that complement the relationships that RigNet has established over the years. Auto-Comm and SAFCON are based in Louisiana.

The assets and liabilities of 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 Company’s allocation of the purchase price is preliminary as the amounts related to the identifiable intangible assets and effects of income taxes resulting from the transaction, are still being finalized.

The goodwill of ~~$1.0~~$1.4 million arising from the acquisitions consists largely of growth prospects, synergies and other benefits that the Company believes will result from combining the operations of the Company, ~~and~~ Auto-Comm and 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 nondeductible for income tax purposes. The acquisitions of Auto-Comm and SAFCON, including goodwill, are included in the Company’s condensed consolidated financial statements as of the acquisition date and are primarily reflected in the Systems Integration segment.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~


	Weighted Average Estimated Useful Life (Years)		Fair Market Values					Weighted Average Estimated Useful Life (Years)		Fair Market Values
			(in thousands)							(in thousands)
Current assets					$	4,882						$	4,947
Property and equipment						484							132
Trade name		7	$	540					7	$	540
Customer relationships		7		980					7		980

Total identifiable intangible assets						1,520							1,520
Goodwill						1,003							1,387
Current liabilities					��	(909	)						(1,006	)
Deferred tax liability						(319	)						(319	)

Total purchase price					$	6,661						$	6,661

Intelie

On March 23, 2018, RigNet completed its acquisition of Intelie^TM Soluções Em Informática S.A (Intelie), for an estimated aggregate purchase price of $18.1 million. Of this aggregate purchase price, RigNet paid R$10.6 million (BRL) (or approximately $3.2 million) in cash, $7.3 million in stock and expects to pay $7.6 million worth of RigNet stock as 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 $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 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 drilling, and longer-term, data-intensive projects, such as well planning. ~~While primarily applicable to oil and gas,~~ Intelie ~~Live~~LIVE has broad applicability across many industry verticals. Intelie is based in Brazil.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The assets and liabilities of 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. The Company’s allocation of the purchase price is preliminary as the amounts related to contingent consideration, identifiable intangible assets, and the effects of income taxes resulting from the transaction, are still being finalized.

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 in each reporting period.~~Loss. As of ~~September 30, 2018,~~March 31, 2019, the fair value of theearn-out was ~~$7.7~~$9.6 million. During the three ~~and nine~~ months ended ~~September 30, 2018,~~March 31, 2019, RigNet recognized accreted interest expense on the Intelieearn-out of $0.1 million with corresponding increases to other liabilities. Portions of theearn-out are payable in 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 $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 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 Intelie, including goodwill, is included in the Company’s condensed consolidated financial statements as of the acquisition date and is reflected in the ~~Applications andInternet-of-Things~~Apps & IoT segment.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~


	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 $7.6 million in contingent considerationearn-out estimated as of the date of acquisition.

Actual and Pro Forma Impact of the 2018 Acquisitions

The 2018 ~~acquisitions~~acquisition of ~~Auto-Comm, SAFCON and~~ Intelie contributed revenue and net ~~income~~loss of ~~$7.0~~$0.1 million and ~~$0.8~~$0.1 million, respectively, for the three months ended ~~September 30,~~March 31, 2018. ~~The 2018 acquisitions of Auto-Comm, SAFCON and Intelie contributed revenue and net income of $13.2 million and $1.6 million, respectively, for the nine months ended September 30, 2018.~~

~~The following table represents supplemental pro forma information as if the 2018 acquisitions had occurred on January 1, 2017.~~

   Three Months Ended
September 30, Three Months Ended
September 30, Nine Months Ended
September 30, Nine Months Ended
September 30,
   2018 2017 2018 2017
   (in thousands, except per share amounts)
Revenue
   $ 64,770 $ 55,308 $ 183,067 $ 161,023
Expenses
   67,568 59,245 195,161 171,041


Net loss
   $ (2,798 ) $ (3,937 ) $ (12,094 ) $ (10,018 )


Net loss attributable to RigNet, Inc. common stockholders
   $ (2,847 ) $ (3,976 ) $ (12,203 ) $ (10,135 )


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

Basic
   $ (0.15 ) $ (0.22 ) $ (0.66 ) $ (0.56 )


Diluted
   $ (0.15 ) $ (0.22 ) $ (0.66 ) $ (0.56 )

~~The Company incurred acquisition-related costs of $0.9 million and $2.1 million in the three and nine months ended September 30, 2018, respectively, reported in general and administrative costs.~~

~~Energy Satellite Services~~

On July 28, 2017, RigNet 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 for remote pipeline monitoring. The assets acquired enhance RigNet’s Supervisory Control and Data Acquisition (SCADA) customer portfolio, and strengthen the Company’s US land and~~Internet-of-Things~~ ~~(IoT) market position. The Company paid $22.2 million in cash for the ESS assets. ESS is based in Texas.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

The assets and liabilities of ESS 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 $8.5 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 ESS, 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 ESS, 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)
Accounts receivable
         $ 392
Property and equipment
         1,000
Covenant not to compete
   5    $ 3,040
Customer relationships
   7    9,870



Total identifiable intangible assets
         12,910
Goodwill
         8,465
Accounts payable
         (567 )


Total purchase price
         $ 22,200

~~Data Technology Solutions~~

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 $0.7 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 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.

   Fair Market Values
   (in thousands)
Property and equipment
   $ 4,553
Goodwill
   704
Accounts payable
   (152 )


Total purchase price
   $ 5,105

~~Cyphre Security Solutions~~

~~On May 18, 2017, RigNet completed its acquisition of Cyphre Security Solutions (Cyphre~~^®) for an estimated aggregate purchase price of $12.0 million. Of this aggregate purchase price, RigNet paid $4.9 million in cash in May 2017, $3.3 million in stock and expects to pay $3.8 million of contingent consideration for intellectual property, estimated as of the date of acquisition. 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.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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, 2018, the fair value of the contingent consideration was $4.0 million. During the three and nine months ended September 30, 2018, 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.~~

~~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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table represents supplemental pro forma information as if the ~~2017~~2018 acquisitions of Auto-Comm, SAFCON and Intelie had occurred on January 1, ~~2017.~~2018.


	Three Months Ended September 30,			Nine Months Ended September 30,			Three Months Ended March 31,
	2017			2017			2018
	(in thousands, except per share amounts)						(in thousands, except per share amounts)
Revenue	$	52,150		$	158,085		$	57,750
Expenses		55,993			165,484			62,809

Net loss	$	(3,843	)	$	(7,399	)	$	(5,059	)

Net loss attributable to RigNet, Inc. common stockholders	$	(3,882	)	$	(7,516	)	$	(5,089	)

Net loss per share attributable to RigNet, Inc. common stockholders:
Basic	$	(0.21	)	$	(0.42	)	$	(0.28	)

Diluted	$	(0.21	)	$	(0.42	)	$	(0.28	)

The Company incurred acquisition-related costs of $0.4 million and $0.8 million in the three months ended March 31, 2019 and 2018, respectively, reported in general and administrative costs.

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, the British Pound Sterling and the 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, 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 ~~2018~~2019 or ~~2017.~~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).

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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 ~~$1.0~~$1.4 million of goodwill in the Systems Integration segment from the Auto-Comm and SAFCON acquisitions completed on April 18, 2018 (see Note 2 – Business Combinations).

The Company acquired $10.7 million of goodwill in the Apps & IoT segment from the Intelie acquisition completed on March 23, 2018 (see Note 2 – Business Combinations).

The Company ~~acquired $8.5 million of goodwill in the Apps & IoT segment from the ESS acquisition completed on July 28, 2017 (see Note 2 – Business Combinations).~~

~~The Company acquired $0.7 million of goodwill in the Managed Services segment from the DTS acquisition completed on July 24, 2017 (see Note 2 – Business Combinations).~~

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

~~The Company~~ performs its annual impairment test as of July 31^stof each year, with the most recent annual test being performed as of July 31, 2018. As of July 31, 2018, the fair values of the Company’s reporting units are in excess of their carrying values.

~~Managed Services~~MCS had ~~$22.9~~$22.8 million of goodwill as of ~~September 30, 2018,~~March 31, 2019, and fair value exceeded carrying value by 34.7% as of the July 31, 2018 annual impairment test. Apps & IoT had ~~$22.4~~$22.7 million of goodwill as of ~~September 30, 2018,~~March 31, 2019, and fair value exceeded carrying value by 48.1% as of the July 31, 2018 annual impairment test. Systems Integration had ~~$1.0~~$1.4 million of goodwill as of ~~September 30, 2018,~~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 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, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.

As of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, goodwill was ~~$46.3~~$46.8 million and ~~$37.1~~$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,covenants-not-to-compete, brand name, ~~backlog,~~licenses, technology 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 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.

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

As of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, intangibles were ~~$34.5~~$31.5 million and ~~$30.4~~$33.7 million, respectively. During the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ the Company recognized amortization expense of ~~$2.6~~$2.5 million and ~~$1.9 million, respectively. During the nine months ended September 30, 2018 and 2017, the Company recognized amortization expense of $7.2 million and $4.7~~$2.1 million, respectively.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth expected amortization expense of intangibles for the remainder of ~~2018~~2019 and the following years (in thousands):


2018	$	2,126
2019		7,132		5,154
2020		6,181		6,163
2021		5,893		5,756
2022		5,498		5,476
2023				4,832
Thereafter		7,655		4,114

	$	34,485	$	31,495

Note 5 – Restricted Cash

As of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~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).

Note 6 – Long-Term Debt

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

   September 30,    December 31,
   2018    2017
   (in thousands)
Term loan, net of unamortized deferred financing costs
   $ 10,891    $ 14,503
Revolving loan
   60,150    43,400
Capital lease
   116    211




   71,157    58,114
Less: Current maturities of long-term debt
   (4,827 )    (4,814 )
Current maturities of capital lease
   (116 )    (127 )




   $ 66,214    $ 53,173


	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

Credit Agreement

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

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. The RCF contains asub-limit of up to $25.0 million for commercial andstand-by letters of credit and performance ~~bonds.~~bonds issued by the parties under the credit agreement. The facilities under the credit agreement are secured by substantially all the assets of the Company.

Under the ~~credit agreement, both~~Credit Agreement, the Term Loan,Term-Out Loan and the RCF bear interest 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.~~Credit Agreement. Interest is payable monthly and principal installments of $1.25 million under the Term Loan are due 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,~~March 31, 2019 and 2018 were 5.2% and ~~2017 were 4.9% and 3.2%, respectively. The weighted average interest rate for the nine months ended September 30, 2018 and 2017 were 4.7% and 3.1%~~4.2%, respectively, with an interest rate of ~~5.0%~~5.2% at ~~September 30, 2018.~~

~~Term Loan~~

~~As of September 30, 2018, the Term Loan had an outstanding principal balance of $11.3 million, excluding the impact of unamortized deferred financing costs.~~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 ~~September 30, 2018, $60.2~~March 31, 2019, $37.2 million in draws remain outstanding under the RCF.

Covenants and Restrictions

The Company’s ~~credit agreement~~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 ~~leverage ratio, defined in the credit agreement, of less than or equal to 2.75 to 1.0 and a consolidated~~ fixed charge coverage ratio of not less than 1.25 to ~~1.0~~1.00. Additionally, the Credit Agreement requires a consolidated leverage ratio, as defined in the Credit Agreement, of ~~September 30, 2018.~~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. AsThe facilities under the Credit Agreement are secured by substantially all the assets of ~~September 30, 2018, and December 31, 2017,~~the Company.

In April 2019, the Company ~~believes~~determined that in periods beginning at least as early as March 31, 2014, it ~~was~~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 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.

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 ~~all covenants.~~the required covenant ratios.

Performance Bonds, Surety Bonds and ~~Letters of Credit~~Other Similar Instruments

~~On September 14, 2012, NesscoInvsat Limited, a subsidiary~~As of ~~RigNet, secured a~~March 31, 2019, there were $30.5 million of performance ~~bond facility. On November 6, 2017, this facility became a part~~bonds, surety bonds and similar instruments outstanding of which $1.7 million is issued by the ~~third amended and restated credit agreement and falls~~parties under the ~~$25.0~~Credit Agreement. As of March 31, 2019, there were $0.1 million~~sub-limit~~ ~~of the RCF for commercial and~~ outstanding standby letters of credit and ~~performance bonds.~~

~~As of September 30, 2018, there were no outstanding standby letters of credit. There were $2.2 million of performance bonds outstanding.~~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.

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 ~~2018~~2019 and the following years (in thousands):


2018	$	1,238
2019		4,914		8,109
2020		65,005		10,841
2021				56,593

Total debt, including current maturities	$	71,157	$	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.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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 in each reporting period.~~Loss. As of ~~September 30, 2018,~~March 31, 2019, the fair value of the contingent consideration was ~~$4.0 million.~~$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 ~~and nine~~ months ended ~~September 30,~~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. ~~During the three and nine months ended September 30, 2017, RigNet recognized accreted interest expense on the Cyphre contingent consideration of $0.1 million.~~

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. The fair value of theearn-out of $8.0 million was paid in July 2018. ~~The $2.1 million change in fair value in the nine months ended September 30, 2018 is primarily related to the second quarter 2018 negotiations with the sellers of TECNOR on the amount of theearn-out.~~

Additionally, the Company has agreed to pay the sellers of TECNOR up to $1.0 million in either cash or RigNet stock payable in 2019 for the collection of certain accounts receivable balances. As of June 30, 2018, the fair value for the agreement to collect certain accounts receivable was $0.8 million. As of September 30, 2018, the fair value for the agreement to collect certain accounts receivable was zero. The $0.8 million reduction of fair value in the third quarter 2018 related to the reduction of the portion of the contingent consideration related to the subsequent collection of certain accounts receivable balances.

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018, RigNet recognized accreted interest expense on the TECNORearn-out liability of $0.1 million with corresponding increases to other liabilities. ~~During the three and nine months ended September 30, 2017, RigNet recognized accreted interest expense on the TECNORearn-out~~ ~~liability of $0.1 million and $0.4 million, respectively.~~

Note 8 – Income Taxes

The Company’s effective income tax rate was ~~(12.6%~~(28.7%) and ~~0.1% for the three and nine months ended September 30, 2018, respectively. The Company’s effective income tax rate was (22.2%) and (11.5%~~(12.2%) for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2019 and 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.

~~In October 2018, the~~The Company ~~has~~ 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 ~~$3.3~~$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.

~~On December 22, 2017 the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (The Tax Act), making broad and complex changes to the U.S. tax code.~~

The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

~~The Company has completed the accounting for the income tax effects of the Tax Act. As noted in the Company’s 2017 Annual Report on Form10-K~~ filed with the SEC on March 6, 2018, the Company was able to make reasonable estimates and recorded provisional adjustments. The Company has now completed the adjustments which are recorded as follows:

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Reduction of US Federal Corporate Tax Rate:~~ In the fourth quarter of 2017, the Company recorded a provisional decrease of $8.2 million to deferred tax expense related to the US federal corporate tax rate reduction. The Company will not make any additional measurement-period adjustments and considers this item complete.

~~Deemed Repatriation Transition Tax:~~ In the fourth quarter of 2017, the Company recorded a provisional Transition Tax obligation of $3.8 million, which was fully offset by current losses and foreign tax credits. On August 1, 2018 the Department of Treasury and the Internal Revenue Service issued proposed regulations which provide additional guidance on the provisions of the Transition Tax under Section 965, including the election not to apply net operating loss deductions against the Transition Tax. The Company elected to apply foreign tax credits against the Transition Tax rather than current year operating losses. The final Transition Tax obligation of $4.0 million is fully offset by foreign tax credits. The Company considers this item complete.

~~Global Intangible Low Taxed Income (GILTI):~~In the fourth quarter of 2017, the Company was not able to reasonably estimate the effects for GILTI. Therefore, no provisional adjustment was recorded. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the period cost method) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the deferred method). The Company’s selection of an accounting policy related to the new GILTI tax rules will depend, in part, on analyzing its global income to determine whether it expects to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. The Company has elected to treat any future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the period cost method). The Company considers this item complete.

~~As stated previously, the Company has finalized its evaluation of the U.S. Tax Act and deems it complete.~~

Note 9 – Stock-Based Compensation

During the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, the Company granted a total of ~~439,150~~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) ~~144,005~~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) 11,188 RSUs to certain officers~~ and ~~employees that generally vest over a two year period of continued employment, with 50% of the RSUs vesting on each of the first two anniversaries of the grant date,~~ (iii) ~~48,179 RSUs to outside directors that vest in 2019, (iv) 157,442 unrestricted stock grants to certain officers and employees that vested immediately and (v) 78,336~~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 targets.

The fair value of 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, 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, 2018,~~March 31, 2019, the Company also granted ~~59,703~~28,923 options to purchase our common stock ~~options~~ with an exercise price of ~~$13.50~~$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 ~~ten~~seven years and vest over a ~~four year~~three-year period of continued employment, with ~~25%~~33% of the options vesting on each of the first ~~four~~three anniversaries of the grant date.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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 ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, were as follows:


	~~Nine~~Three Months Ended ~~September 30,~~March 31,
	~~2018~~2019
Expected volatility		4849	%
Expected term (in years)		7
Risk-free interest rate		~~2.8~~2.5	%
Dividend yield		—

Based on these assumptions, the weighted average grant date fair value of stock options granted during the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 was ~~$7.14~~$8.02 per option.

During the ~~nine~~three months ended ~~September 30, 2018, 79,579~~March 31, 2019, 3,904 RSUs and ~~44,749~~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,~~March 31, 2019 and 2018 ~~and 2017~~ was ~~$1.1~~$4.5 million and $1.0 million, respectively. Stock-based compensation expense related to the Company’s stock-based compensation plans for the nine months ended September 30, 2018 and 2017 was $4.4 million and $2.9$2.4 million, respectively. As of ~~September 30, 2018,~~March 31, 2019, there was ~~$3.4~~$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.

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, 2018,~~March 31, 2019, there were approximately ~~932,048 and 620,666~~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, 2017,~~March 31, 2018, there were approximately ~~723,296 and 644,858~~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

~~Legal Proceedings~~

In August 2017, the Company filed litigation 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. That former executive filed counterclaims against the Company and one of its independent directors. The parties entered into a settlement agreement resolving all claims amongst themselves in May 2018 and dismissed the litigation and arbitration proceedings. The Company incurred legal expense of approximately $0.7 million in connection with this dispute for the nine months ended September 30, 2018.

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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). ~~Inmarsat initiated~~Phase I of the arbitration, ~~regarding the GX dispute 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. In addition,~~pay any amounts to Inmarsat until the panel rules on Phase II counterclaims. The Company ~~has filed certain counterclaims against Inmarsat. The parties have agreed to divide the arbitration into two phases, with the first phase to decide if RigNet’s purchase obligation ever commenced and~~currently expects a Phase II ruling in the second ~~phase to address RigNet’s counterclaims against Inmarsat. The parties attended an arbitration hearing on the first phase in June 2018 and are currently awaiting the decision~~half of ~~the arbitration panel.~~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 ~~$2.1~~$0.6 million in connection with the GX dispute for the ~~nine~~three months ended ~~September 30,~~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 ~~has received~~is undergoing a routine sales tax audit ~~notice~~ from a state where the Company has operations. ~~Per the notice, the~~The audit can cover up to a four-year period. The Company is in the early stages of the audit, and does not have any estimates of further exposure, if any, for the tax years under review.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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,~~March 31, 2019 and 2018, ~~and 2017,~~ the Company recognized expense under operating leases, which approximates cash paid and includes short-term leases, of $0.7 ~~million and $0.9 million, respectively. For the nine months ended September 30, 2018 and 2017, the Company recognized expense under operating leases of $2.1 million and $2.9 million, respectively.~~million.

As of ~~September 30, 2018,~~March 31, 2019, future undiscounted minimum lease ~~obligations~~obligation maturities for the remainder of ~~2018~~2019 and future years were as follows (in thousands):


2018	$	611
2019		1,648	$	1,569
2020		974		1,374
2021		786		933
2022		739		853
2023				839
Thereafter		1,843		1,382

Total lease payments			$	6,950
	$	6,601
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, 2018,~~March 31, 2019, the Company had the following commercial commitments related to satellite and network services for the remainder of 2018 and the future years thereafter (in thousands):


2018	$	5,824
2019		10,109		12,151
2020		1,010		6,392
2021		109		673
2022				17

	$	17,052	$	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 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. Managed Services was renamed Managed Communications Services (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 ~~Supervisory Control and Data Acquisition (SCADA) provided primarily for pipelines and~~ Software as a Service (SaaS) offerings ~~including BlackTIE encryption,~~such as cybersecurity, applications for safety and workforce productivity such as weather monitoring primarily in the North Sea ~~(METOCEAN)~~(MetOcean), a real-time ~~predictive analytics~~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) provided primarily 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 executive and support activities, interest expense, income taxes and eliminations.

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

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, 2018 and 2017, is presented below.~~

   Three Months Ended September 30, 2018
   Managed
Services    Applications and
Internet-of-
Things    Systems
Integration    Corporate and
Eliminations    Consolidated
Total
   (in thousands)
Revenue
   $ 44,943    $ 7,463    $ 12,364    $ —      $ 64,770
Cost of revenue (excluding depreciation and amortization)
   27,930    3,677    9,127    —      40,734
Depreciation and amortization
   5,641    1,661    605    506    8,413
Selling, general and administrative
   3,779    520    380    11,965    16,644










Operating income (loss)
   $ 7,593    $ 1,605    $ 2,252    $ (12,471)    $ (1,021)










Capital expenditures
   6,413    109    —      —      6,522
   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
   Nine Months Ended September 30, 2018
   Managed
Services    Applications and
Internet-of-
Things    Systems
Integration    Corporate and
Eliminations    Consolidated
Total
   (in thousands)
Revenue
   $ 128,705    $ 19,375    $ 30,530    $ —      $ 178,610
Cost of revenue (excluding depreciation and amortization)
   78,982    9,927    21,752    —      110,661
Depreciation and amortization
   17,012    3,344    1,922    2,478    24,756
Selling, general and administrative
   13,017    1,304    1,260    37,433    53,014










Operating income (loss)
   $ 19,694    $ 4,800    $ 5,596    $ (39,911)    $ (9,821)










Total assets
   165,532    47,694    23,609    14,403    251,238
Capital expenditures
   18,709    377    —      645    19,731
   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

~~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, 2018~~March 31, 2019 and ~~2017.~~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,
	2018		2017		2018		2017		2019		2018
	(in thousands)								(in thousands)
Domestic	$	18,876	$	17,136	$	52,510	$	46,110	$	24,627	$	17,628
International		45,894		33,708		126,100		101,968		32,883		36,205

Total	$	64,770	$	50,844	$	178,610	$	148,078	$	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, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.


	September 30,		December 31,		March 31,		December 31,
	2018		2017		2019		2018
	(in thousands)				(in thousands)
Domestic	$	67,663	$	68,942	$	79,323	$	73,615
International		73,932		58,895		67,479		70,334

Total	$	141,595	$	127,837	$	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 ~~and nine~~ months ended ~~September 30, 2018,~~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, 2018,~~March 31, 2019, the Company incurred a netpre-tax restructuring expense of ~~$0.7~~$0.6 million reported as general and administrative expense in the Corporate segment associated with the reduction of 1725 employees.

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

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, 2018~~March 31, 2019 and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ included elsewhere herein, and with our Annual Report on Form10-K for the year ended December 31, ~~2017.~~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 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. Forward-Looking statements may include statements about:

new regulations, delays in drilling permits or other changes in the 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 ~~Applications andInternet-of-Things~~Apps & IoT solutions, expanding our market share, increasing secondary and tertiary customer penetration at remote sites, enhancing systems integration and extending our presence into complementary remote communication segments through organic growth and strategic acquisitions;

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

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

the amount and timing of contingent consideration payments arising from our 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 on Form10-K for the

year ended December 31, ~~2017~~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, real-time machine learning,~~the leading provider of intelligent networking solutions and cybersecurity solutions to enhance customer decision-making and business performance. We deliver a digital transformation bundle that accelerates technology adoption and empowers customers to be always connected, always secure, and always learning.

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.

~~Managed Service~~MCS and ~~Applications andInternet-of-Things~~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 up to three years with renewal ~~options for offshore~~options. Land-based contracts ~~that are generally longer-term contracts with few cancellation provisions, while land-based locations~~ 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 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.

•

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 ~~Supervisory Control and Data Acquisition (SCADA) provided primarily for pipelines and~~ Software as a Service (SaaS) offerings ~~including BlackTIE~~^® ~~encryption,~~such as cybersecurity, applications for safety and workforce productivity such as weather monitoring primarily in the North Sea ~~(METOCEAN)~~(MetOcean), a real-time ~~predictive analytics~~machine learning and AI data platform (Intelie Pipes^TM 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) provided primarily 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 ~~a managed services~~an 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 February 13, 2019, the Company entered into the first amendment to the third amended and restated credit agreement (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 (RCF). The RCF andTerm-Out Loan mature on April 6, 2021. The Term Loan matures on December 31, 2020.

We have committed to upgrade our Gulf of Mexico microwave network. In conjunction with a major U.S. carrier, this upgrade will add 4G LTE services and 5G ~~LTE~~ capabilities to the existing network. We have completed 63% of the total coverage area in the buildout of our 4G LTE and5G-enabled network. The Company expects to complete construction on the network, already carrying live traffic, in the second quarter of 2019. Additionally, we ~~are buying~~purchased an office in Lafayette, Louisiana that will consolidate three separate legacy facilities. ~~Gulf of Mexico LTE network buildout project and the purchase of the Lafayette, Louisiana office will increase capital expenditures for the remainder of 2018 and into 2019.~~

~~In August 2018, we announced the appointment of Lee M. Ahlstrom as Senior Vice President and Chief Financial Officer.~~

~~In July 2018, we paid anearn-out~~ of $8.0 million in connection with the February 2016 acquisition of TECNOR. The $2.1 million change in fair value in the nine months ended September 30, 2018 is primarily related to the second quarter 2018 negotiations with the sellers of TECNOR on the amount of the~~earn-out.~~ Additionally, we have agreed to pay the sellers of TECNOR up to $1.0 million in either cash or RigNet stock payable in 2019 for the collection of certain accounts receivable balances. As of September 30, 2018, the fair value for the agreement to collect certain accounts receivable was zero. The $0.8 million reduction of fair value in the third quarter 2018 related to the reduction of the portion of the contingent consideration related to the subsequent collection of certain accounts receivable balances.

On April 18, 2018, we completed the separate acquisitions of 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, we paid $2.6 million in cash and $4.1 million in stock. Auto-Comm provides a broad range of communications services, for both onshore and offshore remote locations, to the oil and gas industry. Auto-Comm brings over 30 years of systems integration experience in engineering and design, installation, testing, and maintenance. SAFCON offers a diverse set of safety, security, and maintenance services to the oil and gas industry. Auto-Comm and SAFCON have developed strong relationships with major energy companies that complement the relationships that we have established over the years. Auto-Comm and SAFCON are based in Louisiana.

On March 23, 2018, we completed the acquisition of Intelie Soluções Em Informática S.A (Intelie), for an estimated aggregate purchase price of $18.1 million. Of this aggregate purchase price, we paid R$10.6 million (BRL) (or approximately $3.2 million) in cash, $7.3 million in stock and expect to pay $7.6 million worth of RigNet stock as contingent consideration~~earn-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 $17.0 million. Intelie is a real-time, predictive analytics company that combines an operational understanding with a machine learning approach. Intelie facilitates innovation via Intelie Pipes, a distributed query language with a complex event processor to aggregate and normalize real-time data from a myriad of data sources. This technology enables the Intelie LIVE 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 drilling, and longer-term, data-intensive projects, such as well planning. While primarily applicable to oil and gas, Intelie Live has broad applicability across many industry verticals. Intelie is based in Brazil.

As of ~~September 30, 2018,~~March 31, 2019, we have backlog for our percentage of completion projects of ~~$41.4~~$43.1 million.

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 ~~2018,~~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. drilling rig counts ~~have~~ increased in 2017 and the first three quarters of 2018 ~~since~~from their 2016 lows, the oil and gas environment continues to be challenged with operators focusing on projects with shorterpay-back periods that generally require less capital 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 ~~may have~~has had a negative impact on the rates we are able to charge customers. The price of Brent crude, a key indicator of activity for the oil and gas industry has increased throughout 2018 and has averaged $72.74 per barrel through the nine months ending September 30, 2018. As a result, drilling contractors are expecting gradual demand recovery. 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.

~~For the periods referenced below, we were serving the following managed service sites listed in the table below:~~

   3rd Quarter
2018    2nd Quarter
2018    1st Quarter
2018    4th Quarter
2017    3rd Quarter
2017
Selected Operational Data:

Offshore drilling rigs (1)
   191    190    188    182    184
Offshore Production
   332    320    310    304    316
Maritime
   187    177    176    172    165
Other sites (2)
   640    610    525    513    510










Total
   1,350    1,297    1,199    1,171    1,175

~~(1)~~

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

~~(2)~~

~~Includes U.S. and International land 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 ~~have received~~are undergoing a routine sales tax audit ~~notice~~ from a state where we have operations. ~~Per the notice, the~~The audit can cover up to a four-year period. We are in the early stages of the audit and do not have any estimates of further exposure, if any, for the tax years under review.

Global Xpress (GX) Dispute

~~We and~~ Inmarsat ~~are~~plc (Inmarsat), a satellite telecommunications company, filed arbitration with the 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 of up to $65.0 million, under certain conditions, of GX capacity from Inmarsat over several ~~years. Inmarsat initiated~~years (GX dispute). Phase I of the arbitration, ~~regarding the GX dispute 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. In addition,~~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 ~~filed certain~~strong counterclaims, ~~against Inmarsat. The parties have agreed~~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 ~~divide~~ the ~~arbitration into two phases, with~~ultimate outcome of the ~~first phase to decide if our purchase obligation ever commenced~~GX dispute, and the ~~second phase to address~~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 ~~against Inmarsat. The parties attended an arbitration hearing on the first phase~~ in ~~June 2018 and are currently awaiting the decision~~Phase II of the arbitration ~~panel.~~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 ~~$2.1~~$0.6 million in connection with the GX dispute for the ~~nine~~three months ended ~~September 30,~~March 31, 2018. WeThe 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,
	2018			2017			2018			2017			2019			2018
	(in thousands)												(in thousands)
Revenue	$	64,770		$	50,844		$	178,610		$	148,078		$	57,510		$	53,833

Expenses:
Cost of revenue (excluding depreciation and amortization)		40,734			32,385			110,661			95,298			36,456			33,681
Depreciation and amortization		8,413			7,999			24,756			22,867			8,912			7,987
Selling and marketing		2,728			2,400			9,866			5,968			3,793			2,949
General and administrative		13,916			11,011			43,148			31,401			16,470			13,686

Total expenses		65,791			53,795			188,431			155,534			65,631			58,303

Operating loss		(1,021	)		(2,951	)		(9,821	)		(7,456	)		(8,121	)		(4,470	)
Other expense, net		(1,465	)		(480	)		(2,813	)		(1,859	)		(1,166	)		(453	)

Loss before income taxes		(2,486	)		(3,431	)		(12,634	)		(9,315	)		(9,287	)		(4,923	)
Income tax benefit (expense)		(312	)		(762	)		11			(1,075	)
Income tax expense														(2,666	)		(603	)

Net loss		(2,798	)		(4,193	)		(12,623	)		(10,390	)		(11,953	)		(5,526	)
Less: Net income attributable tonon-controlling interest		49			39			109			117			30			30

Net loss attributable to RigNet, Inc. stockholders	$	(2,847	)	$	(4,232	)	$	(12,732	)	$	(10,507	)	$	(11,983	)	$	(5,556	)

OtherNon-GAAP Data:
Adjusted EBITDA	$	8,730		$	7,843		$	24,247		$	21,121		$	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,
	2018		2017		2018		2017		2019		2018
	(in thousands)								(in thousands)
Managed Services:
Managed Communications Services:
Revenue	$	44,943	$	40,243	$	128,705	$	122,531	$	42,333	$	42,050
Cost of revenue (excluding depreciation and amortization)		27,930		24,902		78,982		75,798		26,985		25,745
Depreciation and amortization		5,641		5,263		17,012		17,509		6,264		5,726
Selling, general and administrative		3,779		3,013		13,017		12,435		3,797		4,215

Managed Services operating income	$	7,593	$	7,065	$	19,694	$	16,789
Managed Communication Services operating income									$	5,287	$	6,364

Applications andInternet-of-Things:
Revenue	$	7,463	$	4,985	$	19,375	$	9,846	$	8,015	$	5,336
Cost of revenue (excluding depreciation and amortization)		3,677		3,394		9,927		6,844		4,497		3,085
Depreciation and amortization		1,661		835		3,344		849		1,231		847
Selling, general and administrative		520		363		1,304		1,149		565		354

Applications &Internet-of-Things operating income	$	1,605	$	393	$	4,800	$	1,004	$	1,722	$	1,050

Systems Integration:
Revenue	$	12,364	$	5,616	$	30,530	$	15,701	$	7,162	$	6,447
Cost of revenue (excluding depreciation and amortization)		9,127		4,089		21,752		12,656		4,974		4,851
Depreciation and amortization		605		615		1,922		1,813		662		652
Selling, general and administrative		380		280		1,260		1,179		1,124		323

Systems Integration and Automation operating income	$	2,252	$	632	$	5,596	$	53	$	402	$	621

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

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

Revenue.Revenue increased by ~~$13.9~~$3.7 million, or ~~27.4%~~6.8%, to ~~$64.8~~$57.5 million for the three months ended ~~September 30, 2018~~March 31, 2019 from ~~$50.8~~$53.8 million for the three months ended ~~September 30, 2017.~~March 31, 2018. Revenue increased in all segments. ~~The~~Owning the 2018 acquisitions of Intelie, Auto-Comm ~~SAFCON~~ and ~~Intelie contributed revenue of $7.0 million~~SAFCON for the full three months ended ~~September 30, 2018. The Systems Integration segment~~March 31, 2019 increased ~~$6.7 million, or 120.2%, primarily due to $5.1 million from~~revenue by $5.0 million. Revenue for the acquisition of Auto-Comm and SAFCON, and increased activity against a growing backlog of Systems Integration projects. The Managed Services segment increased $4.7 million, or 11.7%, due to increased site count, the Gulf of Mexico LTE network buildout project and $0.5 million from the acquisition of Auto-Comm and SAFCON. The Apps & IoT segment increased ~~$2.5~~$2.7 million, or ~~49.7%~~50.2%, due to our focus on growth of the application layer and IoT space, including ~~$0.8~~$1.8 million from the acquisition of Intelie and ~~$0.6~~$0.7 million from the acquisition of Auto-Comm and SAFCON. Revenue for the Systems Integration segment increased $0.7 million, or 11.1%, primarily due to $2.1 million from the acquisition of Auto-Comm and SAFCON. Revenue for the MCS segment increased $0.3 million, or 0.7%, due to the Gulf of Mexico LTE network buildout project and $0.4 million from Auto-Comm and SAFCON, partially offset by the previously announced loss of Noble Drilling as a customer, who is in the process of transitioning to another provider.

Cost of Revenue (excluding depreciation and amortization).Cost of revenue (excluding depreciation and amortization) increased by ~~$8.3~~$2.8 million, or ~~25.8%~~8.2%, to ~~$40.7~~$36.5 million for the three months ended ~~September 30, 2018~~March 31, 2019 from ~~$32.4~~$33.7 million for the three months ended ~~September 30, 2017.~~March 31, 2018. Cost of revenue (excluding depreciation and amortization) increased in the ~~Systems Integration~~Apps & IoT segment by ~~$5.0~~$1.4 million ~~due~~as we continue our strategy to ~~the acquisition of Auto-Comm~~grow our application layer and ~~SAFCON and increased activity of Systems Integration projects.~~IoT space including Intelie. Cost of revenue (excluding depreciation and amortization) increased in the ~~Managed Services~~MCS segment by ~~$3.0~~$1.2 million to serve our increased site count. Cost of revenue (excluding depreciation and amortization) increased in the ~~Apps & IoT~~Systems Integration segment by ~~$0.3 million as we invested in our strategy of expanding of the application layer and IoT space including the acquisition of Intelie.~~$0.1 million.

Depreciation and Amortization.Depreciation and amortization expense increased by ~~$0.4~~$0.9 million to ~~$8.4~~$8.9 million for the three months ended ~~September 30, 2018~~March 31, 2019 from $8.0 million for the three months ended ~~September 30, 2017.~~March 31, 2018. The increase is primarily attributable to additions to property, plant and equipment and intangibles from acquisitions and capital expenditures.

Selling and Marketing.Selling and marketing expense increased ~~$0.3~~$0.8 million to ~~$2.7~~$3.8 million for the three months ended ~~September 30, 2018~~March 31, 2019 from ~~$2.4~~$2.9 million for the three months ended ~~September 30, 2017.~~March 31, 2018. This increase was due to investments made towards our growth strategy including increased sales personnel and marketing strategy costs.

General and Administrative.General and administrative expenses increased by ~~$2.9~~$2.8 million to ~~$13.9~~$16.5 million for the three months ended ~~September 30, 2018~~March 31, 2019 from ~~$11.0~~$13.7 million for the three months ended ~~September 30, 2017.~~March 31, 2018. General and administrative costs increased primarily due to increased ~~personnel~~stock-based compensation, increased GX dispute legal costs, ~~bad debt expense, legal expenses,~~restructuring costs and owning the 2018 acquisitions of Intelie, Auto-Comm and ~~acquisition-related costs.~~SAFCON for the full three months ended March 31, 2019.

Income Tax Expense.Our effective income tax ~~rate was (12.6%~~rates were (28.7%) and ~~(22.2%~~(12.2%) for the three months ended ~~September 30,~~March 31, 2019 and 2018, and 2017, 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, 2018 and 2017~~

~~Revenue.~~Revenue increased by $30.5 million, or 20.6%, to $178.6 million for the nine months ended September 30, 2018 from $148.1 million for the nine months ended September 30, 2017. Revenue increased in all segments. The 2018 acquisitions of Auto-Comm, SAFCON and Intelie contributed revenue of $13.2 million for the nine months ended September 30, 2018. The Systems Integration segment increased $14.8 million, or 94.4%, primarily due to $9.8 million from the acquisition of Auto-Comm and SAFCON and increased activity against a growing backlog of Systems Integration projects. The Apps & IoT segment increased $9.5 million, or 96.8%, due to our focus on growth of the application layer and IoT space including $1.6 million from the acquisition of Intelie, $0.8 million from the acquisition of Auto-Comm and SAFCON and $4.7 million from owning ESS for the full nine months ended September 30, 2018 compared to two months in 2017. The Managed Services segment increased $6.2 million, or 5.0%, due to increased site count coupled with $1.0 Million from the acquisition of Auto-Comm and SAFCON and $2.3 million from owning DTS for the full nine months ended September 30, 2018 compared to two months in 2017.

~~Cost of Revenue (excluding depreciation and amortization).~~Cost of revenue (excluding depreciation and amortization) increased by $15.4 million, or 16.1%, to $110.7 million for the nine months ended September 30, 2018 from $95.3 million for the nine months ended September 30, 2017. Cost of revenue (excluding depreciation and amortization) increased in the Systems Integration segment by $9.1 million due to the acquisition of Auto-Comm and SAFCON and increased activity of Systems Integration projects. Cost of revenue (excluding depreciation and amortization) increased in the Managed Services segment by $3.2 million due to serving an increased site count. Cost of revenue (excluding depreciation and amortization) increased in the Apps & IoT segment by $3.1 million as we invested in our strategy of expanding of the application layer and IoT space including the acquisition of Intelie and ESS.

~~Depreciation and Amortization.~~Depreciation and amortization expense increased by $1.9 million to $24.8 million for the nine months ended September 30, 2018 from $22.9 million for the nine months ended September 30, 2017. The increase is primarily attributable to additions to property, plant and equipment and intangibles from acquisitions and capital expenditures.

~~Selling and Marketing.~~Selling and marketing expense increased $3.9 million to $9.9 million for the nine months ended September 30, 2018 from $6.0 million for the nine months ended September 30, 2017. This increase was due to investments made towards our growth strategy including increased sales personnel and marketing strategy costs.

~~General and Administrative.~~General and administrative expenses increased by $11.7 million to $43.1 million for the nine months ended September 30, 2018 from $31.4 million for the nine months ended September 30, 2017. General and administrative costs increased primarily due to increased personnel costs, bad debt expense, legal expenses, acquisitions and acquisition-related costs.

~~Income Tax Expense.~~~~Our effective income tax rate was 0.1% and (11.5%) for the nine months ended September 30, 2018 and 2017,~~ 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, 2018,~~March 31, 2019, we had working capital, including cash and cash equivalents, of ~~$55.8~~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.~~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, ~~which may include~~either debt or ~~equity offerings.~~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,
	2018			2017			2019			2018
	(in thousands)						(in thousands)
Condensed Consolidated Statements of Cash Flows Data:
Cash and cash equivalents including restricted cash, January 1,	$	36,141		$	58,805		$	23,296		$	36,141
Net cash provided by operating activities		1,352			20,888
Net cash provided by (used in) operating activities								4,648			(2,492	)
Net cash used in investing activities		(23,511	)		(45,117	)		(4,748	)		(8,152	)
Net cash provided by (used) in financing activities		6,157			(1,052	)
Net cash used in financing activities								(3,086	)		(2,319	)
Changes in foreign currency translation		2,175			919			91			271

Cash and cash equivalents including restricted cash, September 30,	$	22,314		$	34,443
Cash and cash equivalents including restricted cash, March 31,							$	20,201		$	23,449

Currently, the Norwegian Kroner, the British Pound Sterling and the 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,~~March 31, 2019 and 2018, 91.8% and ~~2017, 91.4% and 90.2%~~92.4% of our revenue was denominated in U.S. dollars, respectively.

Operating Activities

Net cash provided by operating activities was ~~$1.4~~$4.6 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to cash ~~provided by~~used in operating activities of ~~$20.9~~$2.5 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The ~~decrease~~increase in cash from operating activities ~~during 2018~~ of ~~$19.5~~$7.1 million was primarily due to the timing of ~~collecting receivables~~paying our accounts payable partially offset by increased operating loss coupled with ~~increased operating loss.~~the timing of collecting receivables.

Our cash provided by operations is subject to many variables including the volatility of the oil and gas industry and 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 ~~$23.5~~$4.7 million and ~~$45.1~~$8.2 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively.

Net cash used in investing activities during the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ included ~~$5.4~~$4.8 million and ~~$32.2 million for acquisitions, respectively, and $18.8 million and $13.2~~$5.1 million of capital expenditures, respectively. ~~We expect capital expenditures~~Net Cash used in investing activities during the three months ended March 31, 2018 included $3.2 million for ~~2018 to be higher than 2017 as we build out our LTE network in~~ the ~~Gulf~~acquisition of ~~Mexico and consolidate multiple Louisiana facilities into one facility.~~Intelie.

Financing Activities

Net cash provided by financing activities was $6.2 million for the nine months ended September 30, 2018. Cash provided by financing activities for the nine months ended September 30, 2018 included $16.8 million in proceeds from borrowings and $3.8 million in principal payments on our long-term debt. Additionally, we paid the $8.0 million TECNOR earnout in July 2018, of which $6.4 million is in cash flows from financing activities and $1.6 million is in cash flows from operating activities.

Net cash used in financing activities was ~~$1.1~~$3.1 million for the ~~nine~~three months ended ~~September 30, 2017.~~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 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 three months ended March 31, 2018 included $1.3 million in principal payments on our ~~RCF.~~long-term debt and $1.0 million withheld to cover employee taxes on stock-based compensation.

Credit Agreement

~~We have~~The Credit Agreement provides for a $15.0 million ~~term loan facility (Term Loan)~~Term Loan, a $30.0 million Term-Out Loan and an $85.0 million ~~revolving credit facility (RCF),~~RCF, which includes a $25.0 million sublimit for the issuance of commercial and standby letters of credit and performance ~~bonds.~~bonds issued by the parties under the 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.

~~Both~~Under the Credit Agreement, the Term Loan, the Term-Out Loan and the RCF bear an interest 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.~~Credit Agreement. Interest is payable monthly and principal installments of $1.25 million under the Term Loan are due quarterly. Principal installments of $1.5 million are due quarterly ~~with~~under the ~~balance due November 6, 2020.~~Term-Out Loan beginning June 30, 2019.

The weighted average interest rate for the three months ended ~~September 30,~~March 31, 2019 and 2018 were 5.2% and ~~2017 were 4.9% and 3.2%, respectively. The weighted average interest rate for the nine months ended September 30, 2018 and 2017 were 4.7% and 3.1%~~4.2%, respectively, with an interest rate of ~~5.0%~~5.2% at ~~September 30, 2018.~~March 31, 2019. As of ~~September 30, 2018,~~March 31, 2019, the outstanding principal ~~amount of~~amounts were $8.8 million for the Term Loan, ~~was $11.3~~$30.0 million ~~excluding~~for the ~~impact of unamortized deferred financing costs. As of September 30, 2018, $60.2~~Term-Out Loan and $37.2 million ~~in draws on~~for the ~~RCF remain outstanding.~~RCF.

The ~~credit agreement~~Credit Agreement contains certain covenants and restrictions, including restricting the payment of cash dividends ~~when~~ under default, and maintaining certain financial covenants such as ~~a consolidated leverage ratio, defined in the credit agreement, of less than or equal to 2.75 to 1.0 and~~ a consolidated fixed charge coverage ratio of not less than 1.25 to ~~1.0.~~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~~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 ~~September 30, 2018, we~~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 ~~were~~have accurately calculated and reported our required debt covenant calculations for the March 31, 2019 reporting period and are in compliance with ~~all covenants. We will continue to monitor our~~the required covenant compliance and intend to adjust our capital strategy, as needed. However, our ability to maintain compliance with these covenants is also dependent on our future financial performance and market conditions, which may vary from current expectations.ratios.

Off-Balance Sheet Arrangements

We do not engage in anyoff-balance sheet arrangements.

Non-GAAP Measure

Adjusted EBITDA should not be considered as an alternative to net loss, operating income (loss), basic or diluted loss per share or any other measure of financial performance calculated and presented in accordance with GAAP. Our Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate Adjusted EBITDA or similarly titled measures in the same manner as we do. We prepare Adjusted EBITDA 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, ~~(benefit),~~ income tax expense (benefit), depreciation and amortization, impairment of goodwill, intangibles, property, plant and equipment, (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, 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 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.

The following table presents a reconciliation of our net loss to Adjusted EBITDA.

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2018    2017    2018    2017
   (in thousands)
Net loss
   $ (2,798 )    $ (4,193 )    $ (12,623 )    $ (10,390 )
Interest expense
   807    689    2,773    1,921
Depreciation and amortization
   8,413    7,999    24,756    22,867
Loss on sales of property, plant and equipment, net of retirements
   66    5    34    55
Stock-based compensation
   1,086    1,007    4,368    2,949
Restructuring
   664    767    664    767
Change in fair value ofearn-out/contingent consideration
   (750 )    —      2,050    (846 )
Executive departure costs
   —      —      161    —
Acquisition costs
   930    807    2,075    2,723
Income tax expense (benefit)
   312    762    (11 )    1,075








Adjusted EBITDA(non-GAAP measure)
   $ 8,730    $ 7,843    $ 24,247    $ 21,121


	Three Months Ended March 31,
	2019			2018
	(in thousands)
Net loss	$	(11,953	)	$	(5,526	)
Interest expense		1,238			959
Depreciation and amortization		8,912			7,987
Gain on sales of property, plant and equipment, net of retirements		(7	)		(53	)
Stock-based compensation		4,458			2,445
Restructuring		573			—
Change in fair value ofearn-out/contingent consideration		—			22
Executive departure costs		—			157
Acquisition costs		350			825
GX dispute Phase II costs		2,149			—
Income tax expense (benefit)		2,666			603

Adjusted EBITDA(non-GAAP measure)	$	8,386		$	7,419

We evaluate Adjusted EBITDA 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 increased by ~~$0.9~~$1.0 million to ~~$8.7~~$8.4 million for the three months ended ~~September 30, 2018,~~March 31, 2019, from ~~$7.8~~$7.4 million for the three months ended ~~September 30, 2017. Adjusted EBITDA increased by $3.1 million to $24.2 million for the nine months ended September 30, 2018, from $21.1 million for the nine months ended September 30, 2017.~~March 31, 2018.

Item 3.Quantitative and ~~Qualitative~~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,~~March 31, 2019 and 2018, 8.2% and ~~2017, 8.6% and 9.8%~~7.6%, respectively, of our revenues were earned innon-U.S. currencies. At ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ 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, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, assuming those liabilities were outstanding for the previous twelve months:


	September 30,		December 31,		March 31,		December 31,
	2018		2017		2019		2018
	(in thousands)				(in thousands)
Effect on Net Income (Loss) and Equity—Increase/Decrease:
Effect on Net Income (Loss) and Equity - Increase/Decrease:
1% Decrease/increase in rate	$	712	$	581	$	755	$	770
2% Decrease/increase in rate	$	1,423	$	1,162	$	1,511	$	1,541
3% Decrease/increase in rate	$	2,135	$	1,743	$	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, 2018.~~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 ~~Chief Financial Officers,~~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, 2018,~~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, 2018~~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, and Intelie acquired by the Company on March 23,~~ 2018.

PART II – OTHER INFORMATION

Item 1.Legal Proceedings

In August 2017, the Company filed litigation 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. That former executive filed counterclaims against the Company and one of its independent directors. The parties entered into a settlement agreement resolving all claims amongst themselves in May 2018 and dismissed the litigation and arbitration proceedings. The Company has incurred legal expense of approximately $0.7 million in connection with this dispute for the nine months ended September 30, 2018.

The Company has ~~incurred legal expenses~~an accrued liability of ~~$2.1~~$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, 2018. 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, ~~2017.~~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


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 Annual Report on Form10-K filed with the SEC on March 6, 2018, and incorporated herein by reference)

10.1		~~Registration Rights~~First Amendment to the Third Amended and Restated Credit Agreement, ~~among Digital Oilfield Investments LP and RigNet, Inc.~~ dated as of ~~August 14, 2018~~February 13, 2019, among RigNet, Inc., as Borrower, certain subsidiaries of RigNet, Inc. party thereto as guarantors, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and the lenders party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form8-K filed with the SEC on ~~August~~February 20, ~~2018,~~2019, and incorporated ~~herein~~ by reference)

10.2		Consent and Waiver to Third Amended and Restated Credit Agreement dated as of May 6, 2019, among RigNet, Inc., as Borrower, certain subsidiaries of RigNet, Inc. party thereto as Guarantors, Bank of America, N.A., as Admirative Agent, Swingline Lender and L/C Issuer, and the lenders party thereto

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.


		RIGNET, INC.

Date: ~~November~~May 9, ~~2018~~2019	By:	/s/ LEE M. AHLSTROM
		~~Lee M. Ahlstrom~~
		~~Senior Vice President and Chief Financial Officer~~Lee M. Ahlstrom
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

3938


	Three Months Ended September 30, 2018
	Managed Services		Applications and Internet-of- Things		Systems Integration		Corporate and Eliminations		Consolidated Total
	(in thousands)
Revenue	$	44,943	$	7,463	$	12,364	$	—	$	64,770
Cost of revenue (excluding depreciation and amortization)		27,930		3,677		9,127		—		40,734
Depreciation and amortization		5,641		1,661		605		506		8,413
Selling, general and administrative		3,779		520		380		11,965		16,644

Operating income (loss)	$	7,593	$	1,605	$	2,252	$	(12,471)	$	(1,021)

Capital expenditures		6,413		109		—		—		6,522

	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

	Nine Months Ended September 30, 2018
	Managed Services		Applications and Internet-of- Things		Systems Integration		Corporate and Eliminations		Consolidated Total
	(in thousands)
Revenue	$	128,705	$	19,375	$	30,530	$	—	$	178,610
Cost of revenue (excluding depreciation and amortization)		78,982		9,927		21,752		—		110,661
Depreciation and amortization		17,012		3,344		1,922		2,478		24,756
Selling, general and administrative		13,017		1,304		1,260		37,433		53,014

Operating income (loss)	$	19,694	$	4,800	$	5,596	$	(39,911)	$	(9,821)

Total assets		165,532		47,694		23,609		14,403		251,238
Capital expenditures		18,709		377		—		645		19,731

	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


	3rd Quarter 2018		2nd Quarter 2018		1st Quarter 2018		4th Quarter 2017		3rd Quarter 2017
Selected Operational Data:
Offshore drilling rigs (1)		191		190		188		182		184
Offshore Production		332		320		310		304		316
Maritime		187		177		176		172		165
Other sites (2)		640		610		525		513		510

Total		1,350		1,297		1,199		1,171		1,175

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company