Exhibit 99.1
Selected Financial and Operational Data for the
2012 and 2011 Quarterly Periods
RigNet, Inc. (the “Company”), a leading global provider of remote communication services to the oil and gas industry, presents the following financial and operational data for the 2012 and 2011 quarterly periods, recast based on the Company’s current reportable segments.
As part of RigNet’s continuous review of its business and in connection with the acquisition of Nessco Group Holdings Ltd. (Nessco) in July 2012, the Company evaluated its current core assets and operations, and organized them into three segments based on geographic location. Accordingly, RigNet now considers its business to consist of three reportable segments:
| • | | Americas. The Americas segment provides remote communications services for offshore and onshore drilling rigs and production facilities, as well as, energy support vessels and other remote sites. The Americas segment services are performed out of the Company’s United States and Brazil based offices for onshore and offshore customers and rig sites located on the western side of the Atlantic Ocean primarily in the United States, Mexico and Brazil, and within the Gulf of Mexico. |
| • | | Europe/Africa. The Europe/Africa segment provides remote communications services for offshore drilling rigs, production facilities, energy support vessels and other remote sites, as well as, systems integration projects. The Europe/Africa segment services are performed out of the Company’s Norway and United Kingdom based offices for customers and rig sites located on the eastern side of the Atlantic Ocean primarily off the coasts of the United Kingdom, Norway and West Africa. |
| • | | Middle East/Asia Pacific (MEAP). The MEAP segment provides remote communications services for onshore and offshore drilling rigs, production facilities, energy support vessels and other remote sites. The MEAP segment services are primarily performed out of the Company’s Qatar and Singapore based offices for customers and rig sites located on the eastern side of the Atlantic Ocean primarily around the Indian Ocean in Qatar, Saudi Arabia and India, around the Pacific Ocean near Australia, and within the South China Sea. |
Corporate and Eliminations primarily represents unallocated corporate office activities, interest expenses, income taxes and eliminations.
Segment information has been 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. Selected segment information for the quarterly periods of 2012 and 2011 is presented below. Prior period information has been recast to conform to the current segment presentation.
1
Selected Financial Data
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended September 30, 2012 | |
| | March 31, | | | June 30, | | | September 30, | | |
| | 2012 | | | 2012 | | | 2012 | | |
| | | | | (in thousands) | | | | |
Americas: | | | | | | | | | | | | | | | | |
Revenue | | $ | 11,843 | | | $ | 12,169 | | | $ | 13,053 | | | $ | 37,065 | |
Cost of revenue | | | 5,654 | | | | 5,593 | | | | 5,765 | | | | 17,012 | |
| | | | | | | | | | | | | | | | |
Gross Profit (non-GAAP measure) | | | 6,189 | | | | 6,576 | | | | 7,288 | | | | 20,053 | |
| | | | | | | | | | | | | | | | |
Gross Profit margin | | | 52.3 | % | | | 54.0 | % | | | 55.8 | % | | | 54.1 | % |
Depreciation and amortization | | | 1,880 | | | | 1,747 | | | | 1,909 | | | | 5,536 | |
Selling, general and administrative | | | 1,639 | | | | 2,087 | | | | 2,012 | | | | 5,738 | |
| | | | | | | | | | | | | | | | |
Operating income | | $ | 2,670 | | | $ | 2,742 | | | $ | 3,367 | | | $ | 8,779 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA (non-GAAP measure) | | $ | 4,695 | | | $ | 4,398 | | | $ | 5,235 | | | $ | 14,328 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA margin | | | 39.6 | % | | | 36.1 | % | | | 40.1 | % | | | 38.7 | % |
| | | | |
Europe/Africa(1) : | | | | | | | | | | | | | | | | |
Revenue | | $ | 9,513 | | | $ | 9,807 | | | $ | 21,972 | | | $ | 41,292 | |
Cost of revenue | | | 3,773 | | | | 4,560 | | | | 13,536 | | | | 21,869 | |
| | | | | | | | | | | | | | | | |
Gross Profit (non-GAAP measure) | | | 5,740 | | | | 5,247 | | | | 8,436 | | | | 19,423 | |
| | | | | | | | | | | | | | | | |
Gross Profit margin | | | 60.3 | % | | | 53.5 | % | | | 38.4 | % | | | 47.0 | % |
Depreciation and amortization | | | 741 | | | | 752 | | | | 1,774 | | | | 3,267 | |
Selling, general and administrative | | | 872 | | | | 1,321 | | | | 2,655 | | | | 4,848 | |
| | | | | | | | | | | | | | | | |
Operating income | | $ | 4,127 | | | $ | 3,174 | | | $ | 4,007 | | | $ | 11,308 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA (non-GAAP measure) | | $ | 4,705 | | | $ | 4,620 | | | $ | 5,013 | | | $ | 14,338 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA margin | | | 49.5 | % | | | 47.1 | % | | | 22.8 | % | | | 34.7 | % |
| | | | |
Middle East/Asia Pacific: | | | | | | | | | | | | | | | | |
Revenue | | $ | 9,854 | | | $ | 11,264 | | | $ | 12,914 | | | $ | 34,032 | |
Cost of revenue | | | 3,821 | | | | 4,109 | | | | 4,512 | | | | 12,442 | |
| | | | | | | | | | | | | | | | |
Gross Profit (non-GAAP measure) | | | 6,033 | | | | 7,155 | | | | 8,402 | | | | 21,590 | |
| | | | | | | | | | | | | | | | |
Gross Profit margin | | | 61.2 | % | | | 63.5 | % | | | 65.1 | % | | | 63.4 | % |
Depreciation and amortization | | | 1,302 | | | | 1,312 | | | | 1,153 | | | | 3,767 | |
Selling, general and administrative | | | 950 | | | | 1,047 | | | | 1,088 | | | | 3,085 | |
| | | | | | | | | | | | | | | | |
Operating income | | $ | 3,781 | | | $ | 4,796 | | | $ | 6,161 | | | $ | 14,738 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA (non-GAAP measure) | | $ | 5,004 | | | $ | 6,172 | | | $ | 7,232 | | | $ | 18,408 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA margin | | | 50.8 | % | | | 54.8 | % | | | 56.0 | % | | | 54.1 | % |
| | | | |
Corporate and Eliminations: | | | | | | | | | | | | | | | | |
Revenue | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Cost of revenue | | | 933 | | | | 900 | | | | 1,037 | | | | 2,870 | |
| | | | | | | | | | | | | | | | |
Gross Profit (non-GAAP measure) | | | (933 | ) | | | (900 | ) | | | (1,037 | ) | | | (2,870 | ) |
| | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 5 | | | | (5 | ) | | | 1 | | | | 1 | |
Selling, general and administrative | | | 4,742 | | | | 5,134 | | | | 5,564 | | | | 15,440 | |
| | | | | | | | | | | | | | | | |
Operating income | | $ | (5,680 | ) | | $ | (6,029 | ) | | $ | (6,602 | ) | | $ | (18,311 | ) |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA (non-GAAP measure) | | $ | (5,121 | ) | | $ | (5,100 | ) | | $ | (5,088 | ) | | $ | (15,309 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
Consolidated RigNet: | | | | | | | | | | | | | | | | |
Revenue | | $ | 31,210 | | | $ | 33,240 | | | $ | 47,939 | | | $ | 112,389 | |
Cost of revenue | | | 14,181 | | | | 15,162 | | | | 24,850 | | | | 54,193 | |
| | | | | | | | | | | | | | | | |
Gross Profit (non-GAAP measure) | | | 17,029 | | | | 18,078 | | | | 23,089 | | | | 58,196 | |
| | | | | | | | | | | | | | | | |
Gross Profit margin | | | 54.6 | % | | | 54.4 | % | | | 48.2 | % | | | 51.8 | % |
Depreciation and amortization | | | 3,928 | | | | 3,806 | | | | 4,837 | | | | 12,571 | |
Selling, general and administrative | | | 8,203 | | | | 9,589 | | | | 11,319 | | | | 29,111 | |
| | | | | | | | | | | | | | | | |
Operating income | | $ | 4,898 | | | $ | 4,683 | | | $ | 6,933 | | | $ | 16,514 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA (non-GAAP measure) | | $ | 9,283 | | | $ | 10,090 | | | $ | 12,392 | | | $ | 31,765 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA margin | | | 29.7 | % | | | 30.4 | % | | | 25.8 | % | | | 28.3 | % |
(1) | Includes acquired Nessco operations beginning July 5, 2012 |
2
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Twelve Months Ended December 31, 2011 | |
| | March 31, 2011 | | | June 30, 2011 | | | September 30, 2011 | | | December 31, 2011 | | |
| | (in thousands) | |
Americas: | | | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 9,350 | | | $ | 9,691 | | | $ | 11,124 | | | $ | 11,352 | | | $ | 41,517 | |
Cost of revenue | | | 4,858 | | | | 4,682 | | | | 5,553 | | | | 5,391 | | | | 20,484 | |
| | | | | | | | | | | | | | | | | | | | |
Gross Profit (non-GAAP measure) | | | 4,492 | | | | 5,009 | | | | 5,571 | | | | 5,961 | | | | 21,033 | |
| | | | | | | | | | | | | | | | | | | | |
Gross Profit margin | | | 48.0 | % | | | 51.7 | % | | | 50.1 | % | | | 52.5 | % | | | 50.7 | % |
Depreciation and amortization | | | 1,565 | | | | 1,601 | | | | 1,767 | | | | 1,810 | | | | 6,743 | |
Selling, general and administrative | | | 1,466 | | | | 1,519 | | | | 1,825 | | | | 3,084 | | | | 7,894 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | $ | 1,461 | | | $ | 1,889 | | | $ | 1,979 | | | $ | 1,067 | | | $ | 6,396 | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA (non-GAAP measure) | | $ | 3,041 | | | $ | 3,520 | | | $ | 3,720 | | | $ | 2,924 | | | $ | 13,205 | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA margin | | | 32.5 | % | | | 36.3 | % | | | 33.4 | % | | | 25.8 | % | | | 31.8 | % |
| | | | | |
Europe/Africa: | | | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 7,805 | | | $ | 8,337 | | | $ | 8,871 | | | $ | 9,358 | | | $ | 34,371 | |
Cost of revenue | | | 2,813 | | | | 3,069 | | | | 3,439 | | | | 3,847 | | | | 13,168 | |
| | | | | | | | | | | | | | | | | | | | |
Gross Profit (non-GAAP measure) | | | 4,992 | | | | 5,268 | | | | 5,432 | | | | 5,511 | | | | 21,203 | |
| | | | | | | | | | | | | | | | | | | | |
Gross Profit margin | | | 64.0 | % | | | 63.2 | % | | | 61.2 | % | | | 58.9 | % | | | 61.7 | % |
Depreciation and amortization | | | 750 | | | | 788 | | | | 770 | | | | 744 | | | | 3,052 | |
Selling, general and administrative | | | 1,324 | | | | 1,193 | | | | 1,256 | | | | 1,639 | | | | 5,412 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | $ | 2,918 | | | $ | 3,287 | | | $ | 3,406 | | | $ | 3,128 | | | $ | 12,739 | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA (non-GAAP measure) | | $ | 3,593 | | | $ | 4,083 | | | $ | 4,502 | | | $ | 4,069 | | | $ | 16,247 | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA margin | | | 46.0 | % | | | 49.0 | % | | | 50.7 | % | | | 43.5 | % | | | 47.3 | % |
| | | | | |
Middle East/Asia Pacific: | | | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 7,312 | | | $ | 8,166 | | | $ | 8,985 | | | $ | 9,321 | | | $ | 33,784 | |
Cost of revenue | | | 2,864 | | | | 3,133 | | | | 3,059 | | | | 3,279 | | | | 12,335 | |
| | | | | | | | | | | | | | | | | | | | |
Gross Profit (non-GAAP measure) | | | 4,448 | | | | 5,033 | | | | 5,926 | | | | 6,042 | | | | 21,449 | |
| | | | | | | | | | | | | | | | | | | | |
Gross Profit margin | | | 60.8 | % | | | 61.6 | % | | | 66.0 | % | | | 64.8 | % | | | 63.5 | % |
Depreciation and amortization | | | 1,252 | | | | 1,262 | | | | 1,226 | | | | 1,228 | | | | 4,968 | |
Selling, general and administrative | | | 704 | | | | 947 | | | | 867 | | | | 1,040 | | | | 3,558 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | $ | 2,492 | | | $ | 2,824 | | | $ | 3,833 | | | $ | 3,774 | | | $ | 12,923 | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA (non-GAAP measure) | | $ | 3,721 | | | $ | 4,070 | | | $ | 5,100 | | | $ | 4,976 | | | $ | 17,867 | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA margin | | | 50.9 | % | | | 49.8 | % | | | 56.8 | % | | | 53.4 | % | | | 52.9 | % |
| | | | | |
Corporate and Eliminations: | | | | | | | | | | | | | | | | | | | | |
Revenue | | $ | — | | | $ | 3 | | | $ | (75 | ) | | $ | (245 | ) | | $ | (317 | ) |
Cost of revenue | | | 638 | | | | 515 | | | | 913 | | | | 592 | | | | 2,658 | |
| | | | | | | | | | | | | | | | | | | | |
Gross Profit (non-GAAP measure) | | | (638 | ) | | | (512 | ) | | | (988 | ) | | | (837 | ) | | | (2,975 | ) |
| | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | (55 | ) | | | (51 | ) | | | (46 | ) | | | (27 | ) | | | (179 | ) |
Selling, general and administrative | | | 3,234 | | | | 3,166 | | | | 3,193 | | | | 2,779 | | | | 12,372 | |
| | | | | | | | | | | | | | | | | | | | |
Operating loss | | $ | (3,817 | ) | | $ | (3,627 | ) | | $ | (4,135 | ) | | $ | (3,589 | ) | | $ | (15,168 | ) |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA (non-GAAP measure) | | $ | (3,760 | ) | | $ | (3,384 | ) | | $ | (3,874 | ) | | $ | (2,845 | ) | | $ | (13,863 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Consolidated RigNet: | | | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 24,467 | | | $ | 26,197 | | | $ | 28,905 | | | $ | 29,786 | | | $ | 109,355 | |
Cost of revenue | | | 11,173 | | | | 11,399 | | | | 12,964 | | | | 13,109 | | | | 48,645 | |
| | | | | | | | | | | | | | | | | | | | |
Gross Profit (non-GAAP measure) | | | 13,294 | | | | 14,798 | | | | 15,941 | | | | 16,677 | | | | 60,710 | |
| | | | | | | | | | | | | | | | | | | | |
Gross Profit margin | | | 54.3 | % | | | 56.5 | % | | | 55.1 | % | | | 56.0 | % | | | 55.5 | % |
Depreciation and amortization | | | 3,512 | | | | 3,600 | | | | 3,717 | | | | 3,755 | | | | 14,584 | |
Selling, general and administrative | | | 6,728 | | | | 6,825 | | | | 7,141 | | | | 8,542 | | | | 29,236 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | $ | 3,054 | | | $ | 4,373 | | | $ | 5,083 | | | $ | 4,380 | | | $ | 16,890 | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA (non-GAAP measure) | | $ | 6,595 | | | $ | 8,289 | | | $ | 9,448 | | | $ | 9,124 | | | $ | 33,456 | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA margin | | | 27.0 | % | | | 31.6 | % | | | 32.7 | % | | | 30.6 | % | | | 30.6 | % |
3
Selected Operational Data
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1st Quarter 2011 | | | 2nd Quarter 2011 | | | 3rd Quarter 2011 | | | 4th Quarter 2011 | | | 1st Quarter 2012 | | | 2nd Quarter 2012 | | | 3rd Quarter 2012(3) | |
Total RigNet: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Offshore drilling rigs (1) | | | 223 | | | | 219 | | | | 217 | | | | 228 | | | | 233 | | | | 234 | | | | 233 | |
U.S. onshore drilling rigs | | | 323 | | | | 331 | | | | 330 | | | | 338 | | | | 323 | | | | 308 | | | | 302 | |
Other sites (2) | | | 372 | | | | 404 | | | | 444 | | | | 488 | | | | 493 | | | | 515 | | | | 550 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 918 | | | | 954 | | | | 991 | | | | 1,054 | | | | 1,049 | | | | 1,057 | | | | 1,085 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Includes jack up, semi-submersible and drillship rigs |
(2) | Includes production facilities, energy support vessels, international land rigs, completion sites, man-camps, remote offices and supply bases |
(3) | Excludes Nessco, which is immaterial |
Non-GAAP Financial Measures
This exhibit contains the following non-GAAP measures: Gross Profit and Adjusted EBITDA. Gross Profit and Adjusted EBITDA are financial measures that are not calculated in accordance with generally accepted accounting principles, or GAAP. We refer you to the Company’s most recent 10-K filing for the year ended December 31, 2011 for a more detailed discussion of the uses and limitations of our non-GAAP financial measures.
We define Gross Profit as revenue less cost of revenue. This measure is used to evaluate operating margins and the effectiveness of cost management.
We define Adjusted EBITDA as net income (loss) plus interest expense, income tax expense (benefit), depreciation and amortization, impairment of goodwill, (gain) loss on retirement of property and equipment, change in fair value of derivatives, stock-based compensation and IPO or merger/acquisition costs and related bonuses. Adjusted EBITDA should not be considered as an alternative to net income (loss), operating income (loss) or any other measure of financial performance calculated and presented in accordance with GAAP.
About RigNet
RigNet (NASDAQ: RNET) is a leading global provider of managed communications, networks and collaborative applications dedicated to the oil and gas industry. RigNet provides solutions ranging from fully-managed voice and data networks to more advanced applications that include video conferencing and real-time data services to remote sites in over thirty countries on six continents, effectively spanning the drilling and production industry. RigNet is based in Houston, Texas. For more information, please visitwww.rig.net. RigNet is a registered trademark of RigNet, Inc.
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 – that is, statements related to the future, not past, events. Forward-looking statements are based on the current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “anticipate,” “believe,” “intend,” “expect,” “plan,” “will” or other similar words. These forward-looking statements involve certain risks and uncertainties that ultimately may not prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. For further discussion of risks and uncertainties, individuals should refer to RigNet’s SEC filings. RigNet undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.
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