Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 11, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Trading Symbol | RNET | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | RigNet, Inc. | ||
Entity Central Index Key | 0001162112 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Entity Common Stock, Shares Outstanding | 21,016,003 | ||
Entity Address, Address Line One | 15115 Park Row Blvd | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77084-4947 | ||
City Area Code | 281 | ||
Local Phone Number | 674-0100 | ||
Entity Tax Identification Number | 76-0677208 | ||
Entity File Number | 001-35003 | ||
Entity Public Float | $ 32.1 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive Proxy Statement for its 2021 Annual Meeting of Stockholders to be filed with the Commission within 120 days of December 31, 2020 are incorporated herein by reference in Part III of this Annual Report. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 12,034 | $ 12,941 |
Restricted cash | 1,500 | 42 |
Accounts receivable, net | 54,624 | 67,059 |
Costs and estimated earnings in excess of billings on uncompleted contracts (CIEB) | 12,008 | 13,275 |
Prepaid expenses and other current assets | 6,037 | 6,500 |
Total current assets | 86,203 | 99,817 |
Property, plant and equipment, net | 48,650 | 60,118 |
Restricted cash | 1,522 | |
Goodwill | 20,479 | 46,792 |
Intangibles, net | 20,020 | 30,145 |
Right-of-use lease asset | 6,029 | 6,829 |
Deferred tax and other assets | 1,426 | 5,757 |
TOTAL ASSETS | 182,807 | 250,980 |
Current liabilities: | ||
Accounts payable | 23,641 | 28,517 |
Accrued expenses | 15,974 | 16,660 |
Current maturities of long-term debt | 8,876 | 10,793 |
Income taxes payable | 1,965 | 2,649 |
GX dispute accrual | 750 | |
Deferred revenue and other current liabilities | 20,923 | 11,173 |
Total current liabilities | 71,379 | 70,542 |
Long-term debt | 84,023 | 96,934 |
Deferred revenue | 2,572 | 855 |
Deferred tax liability | 2,474 | 2,672 |
Right-of-use lease liability - long-term portion | 5,541 | 6,329 |
Other liabilities | 15,513 | 26,771 |
Total liabilities | 181,502 | 204,103 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock - $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding at December 31, 2020 and 2019 | ||
Common stock - $0.001 par value; 190,000,000 shares authorized; 21,011,109 and 19,979,284 shares issued and outstanding at December 31, 2020 and 2019, respectively | 21 | 20 |
Treasury stock - 486,174 and 203,756 shares at December 31, 2020 and 2019, respectively, at cost | (3,668) | (2,693) |
Additional paid-in capital | 191,676 | 184,571 |
Accumulated deficit | (161,481) | (115,673) |
Accumulated other comprehensive loss | (25,391) | (19,502) |
Total stockholders' equity | 1,157 | 46,723 |
Non-redeemable, non-controlling interest | 148 | 154 |
Total equity | 1,305 | 46,877 |
TOTAL LIABILITIES AND EQUITY | $ 182,807 | $ 250,980 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 21,011,109 | 19,979,284 |
Common stock, shares outstanding | 21,011,109 | 19,979,284 |
Treasury stock, shares | 486,174 | 203,756 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenue | $ 207,921 | $ 242,931 | $ 238,854 |
Expenses: | |||
Cost of revenue (excluding depreciation and amortization) | 130,330 | 149,753 | 146,603 |
Depreciation and amortization | 26,534 | 31,129 | 33,154 |
Impairment of goodwill and intangible assets | 26,977 | ||
Change in fair value of earn-out/contingent consideration | 4,048 | 2,499 | 3,543 |
Gain on sales of property, plant and equipment, net of retirements | 197 | (4,240) | 331 |
GX dispute | 50,612 | ||
Selling and marketing | 9,631 | 12,230 | 12,844 |
General and administrative | 43,810 | 53,630 | 53,193 |
Total expenses | 241,330 | 245,001 | 299,949 |
Operating loss | (33,409) | (2,070) | (61,095) |
Other income (expense): | |||
Interest expense | (5,299) | (5,958) | (3,969) |
Other income, net | (256) | (13) | 4 |
Loss before income taxes | (38,964) | (8,041) | (65,060) |
Income tax (expense) benefit | (6,564) | (10,745) | 2,746 |
Net loss | (45,528) | (18,786) | (62,314) |
Less: Net loss attributable to: | |||
Non-redeemable, non-controlling interest | 280 | 370 | 139 |
Net Loss attributable to RigNet, Inc. stockholders | (45,808) | (19,156) | (62,453) |
COMPREHENSIVE LOSS | |||
Net loss | (45,528) | (18,786) | (62,314) |
Foreign currency translation | (5,889) | (248) | (4,448) |
Comprehensive loss | (51,417) | (19,034) | (66,762) |
Less: Comprehensive income (loss) attributable to non-controlling interest | 280 | 370 | 139 |
Comprehensive loss attributable to RigNet, Inc. stockholders | (51,697) | (19,404) | (66,901) |
LOSS PER SHARE - BASIC AND DILUTED | |||
Net loss attributable to RigNet, Inc. common stockholders | $ (45,808) | $ (19,156) | $ (62,453) |
Net loss per share attributable to RigNet, Inc. common stockholders, basic | $ (2.22) | $ (0.97) | $ (3.34) |
Net loss per share attributable to RigNet, Inc. common stockholders, diluted | $ (2.22) | $ (0.97) | $ (3.34) |
Weighted average shares outstanding, basic | 20,622 | 19,832 | 18,713 |
Weighted average shares outstanding, diluted | 20,622 | 19,832 | 18,713 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (45,528) | $ (18,786) | $ (62,314) |
Adjustments to reconcile net loss to net cash provided by operations: | |||
Depreciation and amortization | 26,534 | 31,129 | 33,154 |
Impairment of goodwill and intangible assets | 26,977 | ||
Stock-based compensation | 5,738 | 8,621 | 4,712 |
Amortization of deferred financing costs | 378 | 352 | 184 |
Deferred taxes | 4,099 | 4,643 | (5,263) |
Change in fair value of earn-out/contingent consideration | 4,048 | 2,499 | 3,543 |
Accretion of discount of contingent consideration payable for acquisitions | 587 | 341 | 450 |
(Gain) loss on sales of property, plant and equipment, net of retirements | 197 | (4,240) | 331 |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Accounts receivable | 11,467 | 160 | (15,254) |
Costs and estimated earnings in excess of billings on uncompleted contracts | 2,180 | (5,904) | (4,103) |
Prepaid expenses and other assets | 331 | 2,155 | (1,026) |
Right-of-use lease asset | 800 | (1,724) | |
Accounts payable | (2,338) | 7,481 | 7,527 |
Accrued expenses | (307) | 594 | 279 |
GX Dispute Payments | (750) | (50,000) | 50,612 |
Deferred revenue and other current liabilities | 2,181 | 1,249 | 1,565 |
Right-of-use lease liability | (1,056) | 1,282 | |
Other liabilities | (2,890) | (136) | (5,149) |
Payout of TECNOR contingent consideration - inception to date change in fair value portion | (1,575) | ||
Net cash provided by (used in) operating activities | 32,648 | (20,284) | 7,673 |
Cash flows from investing activities: | |||
Acquisitions (net of cash acquired) | (5,208) | ||
Capital expenditures | (13,064) | (22,374) | (30,072) |
Proceeds from sales of property, plant and equipment | 38 | 5,831 | 1,082 |
Net cash used in investing activities | (13,026) | (16,543) | (34,198) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock upon the exercise of stock options | 1 | 5 | 970 |
Stock withheld to cover employee taxes on stock-based compensation | (981) | (1,423) | (1,154) |
Subsidiary distributions to non-controlling interest | (286) | (276) | (157) |
Payout of TECNOR contingent consideration - fair value on acquisition date portion | (6,425) | ||
Proceeds from borrowings | 15,550 | 49,498 | 23,750 |
Proceeds from Paycheck Protection Program Loan | 6,298 | ||
Repayments of long-term debt | (39,470) | (19,220) | (5,129) |
Payments of financing fees | (485) | (486) | |
Net cash provided by (used in) financing activities | (19,373) | 28,098 | 11,855 |
Net change in cash, cash equivalents, and restricted cash | 249 | (8,729) | (14,670) |
Cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents including restricted cash | 14,505 | 23,296 | 36,141 |
Changes in foreign currency translation | (1,220) | (62) | 1,825 |
Cash and cash equivalents including restricted cash | 13,534 | 14,505 | 23,296 |
Supplemental disclosures: | |||
Income taxes paid | 4,405 | 4,970 | 3,967 |
Interest paid | 4,254 | 5,062 | 3,264 |
Property, plant and equipment acquired under finance leases | 556 | 108 | |
Non-cash investing - capital expenditures accrued | 927 | 2,508 | 2,123 |
Non-cash investing and financing - capital expenditures vendor financed | 2,756 | ||
Right-of-use operating lease entered into | 791 | 3,903 | |
Non-cash investing - contingent consideration for acquisitions | 7,600 | ||
Non-cash investing and financing - stock for acquisitions | 11,436 | ||
Liabilities assumed - acquisitions | 5,610 | ||
Cash and cash equivalents | 12,034 | 12,941 | 21,711 |
Restricted cash - current portion | 1,500 | 42 | 41 |
Restricted cash - long-term portion | 1,522 | $ 1,544 | |
Intelie Solucoes Em Informatica S A [Member] | |||
Adjustments to reconcile net loss to net cash provided by operations: | |||
Change in fair value of earn-out/contingent consideration | 3,900 | 2,900 | |
Supplemental disclosures: | |||
Non-cash investing and financing - issuance of common stock for the earn-out | $ 3,000 | ||
Cyphre Security Solutions [Member] | |||
Supplemental disclosures: | |||
Non-cash investing and financing - issuance of common stock for the earn-out | $ 1,373 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Retained Earnings (Accumulated Deficit) [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Stockholders' Equity [Member] | Total Stockholders' Equity [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Non-Redeemable, Non-Controlling Interest [Member] |
Beginning Balance at Dec. 31, 2017 | $ 107,277 | $ 18 | $ (116) | $ 155,829 | $ (33,726) | $ (14,806) | $ 107,199 | $ 78 | |||
Beginning Balance, shares at Dec. 31, 2017 | 18,233,000 | 6,000 | |||||||||
Issuance of common stock upon the exercise of stock options | $ 970 | 970 | 970 | ||||||||
Issuance of common stock upon the exercise of stock options, shares | 60,000 | 60,000 | |||||||||
Issuance of common stock upon the vesting of Restricted Stock Units, net of share cancellations, shares | 383,000 | ||||||||||
Issuance of common stock for acquisitions | $ 11,436 | $ 1 | 11,435 | 11,436 | |||||||
Issuance of common stock for acquisitions, shares | 789,000 | ||||||||||
Stock withheld to cover employee taxes on stock-based compensation | (1,154) | $ (1,154) | (1,154) | ||||||||
Stock withheld to cover employee taxes on stock-based compensation, shares | 86,000 | ||||||||||
Stock-based compensation | 4,712 | 4,712 | 4,712 | ||||||||
Foreign currency translation | (4,448) | (4,448) | (4,448) | ||||||||
Non-controlling owner distributions | (157) | (157) | |||||||||
Net loss | (62,314) | (62,453) | (62,453) | 139 | |||||||
Ending Balance at Dec. 31, 2018 | 55,984 | $ 19 | $ (1,270) | 172,946 | (96,517) | (19,254) | 55,924 | 60 | |||
Ending Balance, shares at Dec. 31, 2018 | 19,465,000 | 92,000 | |||||||||
Cumulative effect adjustment from implementation of ASU 2016-16 | $ (338) | $ (338) | $ (338) | ||||||||
Issuance of common stock upon the exercise of stock options | $ 3 | 3 | 3 | ||||||||
Issuance of common stock upon the exercise of stock options, shares | 1,000 | 1,000 | |||||||||
Issuance of common stock upon the vesting of restricted stock units, net of share cancellations | $ 2 | $ 1 | 1 | 2 | |||||||
Issuance of common stock upon the vesting of Restricted Stock Units, net of share cancellations, shares | 305,000 | ||||||||||
Issuance of common stock for the Intelie earn-out | 3,000 | 3,000 | 3,000 | ||||||||
Issuance of common stock for the Intelie earn-out, shares | 208,000 | ||||||||||
Stock withheld to cover employee taxes on stock-based compensation | (1,423) | $ (1,423) | (1,423) | ||||||||
Stock withheld to cover employee taxes on stock-based compensation, shares | 112,000 | ||||||||||
Stock-based compensation | 8,621 | 8,621 | 8,621 | ||||||||
Foreign currency translation | (248) | (248) | (248) | ||||||||
Non-controlling owner distributions | (276) | (276) | |||||||||
Net loss | (18,786) | (19,156) | (19,156) | 370 | |||||||
Ending Balance at Dec. 31, 2019 | $ 46,877 | $ 20 | $ (2,693) | 184,571 | (115,673) | (19,502) | 46,723 | 154 | |||
Ending Balance, shares at Dec. 31, 2019 | 19,979,284 | 19,979,000 | 204,000 | ||||||||
Issuance of common stock for the Cyphre Contingent Consideration | $ 1,373 | 1,373 | 1,373 | ||||||||
Issuance of common stock upon the vesting of restricted stock units, net of share cancellations | 1 | $ 1 | 1 | ||||||||
Issuance of common stock upon the vesting of Restricted Stock Units, net of share cancellations, shares | 683,000 | ||||||||||
Issuance of common stock for the Cyphre Contingent Consideration, Shares | 349,000 | ||||||||||
Stock withheld to cover employee taxes on stock-based compensation | (981) | $ (975) | (6) | (981) | |||||||
Stock withheld to cover employee taxes on stock-based compensation, shares | 282,000 | ||||||||||
Stock-based compensation | 5,738 | 5,738 | 5,738 | ||||||||
Foreign currency translation | (5,889) | (5,889) | (5,889) | ||||||||
Non-controlling owner distributions | (286) | (286) | |||||||||
Net loss | (45,528) | (45,808) | (45,808) | 280 | |||||||
Ending Balance at Dec. 31, 2020 | $ 1,305 | $ 21 | $ (3,668) | $ 191,676 | $ (161,481) | $ (25,391) | $ 1,157 | $ 148 | |||
Ending Balance, shares at Dec. 31, 2020 | 21,011,109 | 21,011,000 | 486,000 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Business and Summary of Significant Accounting Policies | Note 1—Business and Summary of Significant Accounting Policies Nature of Business RigNet, Inc. (the Company or RigNet) is a global technology company that provides customized data and communications services. 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. RigNet provides clients what is often the sole means of communications for their remote operations. On top of and vertically integrated into these networks RigNet provides 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-time AI-backed data analytics platform to enhance customer decision making and business performance. RigNet delivers advanced software and communications infrastructure that allow our customers to realize the business benefits of digital transformation. With world-class, ultra-secure solutions spanning global IP connectivity, bandwidth-optimized Over-The-Top (OTT) applications, Industrial Internet of Things (IoT) big data enablement, and industry-leading machine learning analytics, RigNet supports the full evolution of digital enablement, empowering businesses to respond faster to high priority issues, mitigate the risk of operational disruption, and maximize their overall financial performance. Viasat Transaction On December 21, 2020, the Company announced that the Company’s Board of Directors unanimously approved the Company's entry into a definitive agreement whereby Viasat Inc. (Viasat) will acquire the Company in an all-stock transaction representing an enterprise value of $222 million, including the Company’s net debt as of September 30, 2020, based on the closing price of Viasat common stock on December 18, 2020 (the Viasat Merger). Under the terms of the agreement, the Company’s stockholders will receive a fixed exchange ratio of 0.1845 shares of Viasat stock for each share of the Company’s common stock owned by the stockholder. Based on the parties' volume weighted average prices ("VWAPs") for the 20 trading days ending on December 18, 2020, the transaction represents a 17.9% premium for the Company's stockholders. Upon closing, the Company’s stockholders are expected to own approximately 5.7% of Viasat's outstanding common stock. The all-stock transaction is intended to be tax-free to the Company’s stockholders. The transaction, which is expected to close by mid-calendar year 2021, is subject to customary closing conditions and regulatory approvals, including the approval of the Company's stockholders. Subsequently to December 31, 2020, the waiting period under the Hart-Scott-Rodino Act has expired. The Company is preparing to file its proxy filing in preparation for scheduling a special meeting of stockholders to vote on the Company’s board of directors’ recommendation to approve the merger. Basis of Presentation The Company presents its financial statements in accordance with generally accepted accounting principles in the United States (U.S. GAAP). Principles of Consolidation and Reporting The Company’s consolidated financial statements include the accounts of RigNet, Inc. and all subsidiaries thereof. All intercompany accounts and transactions have been eliminated in consolidation. As of December 31, 2020, 2019 and 2018, non-controlling interest of subsidiaries represents the outside economic ownership interest of Qatar, WLL of less than 3.0%. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods, as well as certain financial statement disclosures. The estimates that are particularly significant to the financial statements include estimates related to the Company’s use of the percentage-of-completion method, as well as the Company’s valuation of goodwill, intangibles, stock-based compensation, litigation accruals, income tax valuation allowance and uncertain tax positions. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, future results could differ from these estimates. Further, volatile equity and energy markets combine to increase uncertainty in such estimates and assumptions. As such, estimates and assumptions are adjusted when facts and circumstances dictate, and any changes will be reflected in the financial statements in future periods. Cash and Cash Equivalents Cash and cash equivalents consist of cash on-hand and highly-liquid investments purchased with original maturities of three months or less. Restricted Cash cash of in $1.5 million current and none in long-term assets. cash of $0.1 million and $1.5 million, in current and long-term assets. The restricted cash of $1.5 million in current assets is primarily used to collateralize a performance Accounts Receivable Trade accounts receivable are recognized as customers are billed in accordance with customer contractual agreements. The Company reports an allowance for credit losses for probable credit losses existing in accounts receivable. Management determines the allowance for credit losses based on historical loss experience, current and future economic conditions, and reasonable assumptions Property, Plant and Equipment Property, plant and equipment consists of (i) telecommunication and computer equipment, (ii) furniture and other office equipment, (iii) leasehold improvements, (iv) building and (v) land. All property, plant and equipment, excluding land, is depreciated and stated at acquisition cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful lives of the respective assets, which range from one to forty years. The Company assesses the value of property, plant and equipment for impairment when the Company determines that events and circumstances indicate that the recorded carrying value may not be recoverable. An impairment is determined by comparing estimated future net undiscounted cash flows to the carrying value at the time of the assessment. No impairment to property, plant and equipment was recorded in the years ended December 31, 2020, 2019 or 2018. Maintenance and repair costs are charged to expense when incurred. Intangibles Intangibles consist of customer relationships, covenants-not-to-compete, brand name, licenses, developed technology, and backlog acquired as part of the Company’s acquisitions. Intangibles also include internal-use software. The Company’s intangibles have useful lives ranging from 5.0 to 20.0 years and are amortized on a straight-line basis. The Company assesses the value of intangibles for impairment when the Company determines that events and circumstances indicate that the recorded carrying value may not be recoverable. An impairment is determined by comparing estimated future net undiscounted cash flows to the carrying value at the time of the assessment. The Company identified a triggering event in the Apps & IoT segment associated with Cyphre as a result of market conditions. This circumstance resulted in a reduction in the Company’s cash flow projections during a revision of the internal forecast. The Company performed a recoverability analysis and determined the carrying value of the intangibles acquired with the Cyphre acquisition, which included trade name, customer relationship and developed technology, was in excess of its recoverable value and recognized an impairment of $3.8 million in the year ended December 31, 2020. No impairment to intangibles was recorded in the years ended December 31, 2019 and 2018 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, as of July 31, with additional evaluations being performed when events or circumstances indicate that the carrying value of these assets may not be recoverable. The goodwill impairment test is used to identify potential impairment by comparing the fair value of each reporting unit to the book value of the reporting The oil and gas industry experienced an unprecedented disruption as a result of a combination of factors, including COVID-19 pandemic and disagreements between the members of OPEC in March 2020 regarding reduction on production of oil. These market conditions significantly impacted the Company’s internal forecast. As a result, the Company performed an interim goodwill impairment test in the first quarter of 2020. The Company used the income approach to estimate the fair value of its reporting units, but also considered the market approach to validate the results. The income approach estimates the fair value by discounting each reporting unit’s estimated future cash flows using the Company’s discount rate. Some of the significant assumptions inherent in the income approach include the estimated future net annual cash flows for each reporting unit and the discount rate. The Company selected the assumptions used in the discounted cash flow projections using historical information with supplemental data by current and anticipated market conditions and estimated growth rates. The Company's estimates are based upon assumptions believed to be reasonable. The Company determined that the carrying amount in two of our reporting units was in excess of their fair value which resulted in a goodwill impairment charge of $23.1 million . The charge fully impairs goodwill previously reported in MCS of $21.8 million and Systems Integration of $1.4 million . The Company performs its annual impairment test on July 31 of each year, with the most recent annual test being performed as of July 31, 2020 Apps & IoT had $20.5 million of goodwill as of December 31, 2020, and fair value exceeded carrying value by over 100% as of the July 31, 2020 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 n o 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. As of December 31, 2020 and 2019, goodwill was $20.5 million and $46.8 million Long-Term Debt Long-term debt is recognized in the consolidated balance sheets, net of costs incurred, in connection with obtaining debt financing. Debt financing costs are deferred and reported as a reduction to the principal amount of the debt. Such costs are amortized over the life of the debt using the effective interest rate method and included in interest expense in the Company’s consolidated financial statements. Revenue 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 - MCS and Apps & IoT MCS and Apps & IoT customers are primarily served under fixed-price contracts, either on a monthly, usage or day rate basis or for equipment sales and consulting services. Contracts are generally in the form of Master Service Agreements, or MSAs, with specific services being provided under individual service orders. Offshore contracts generally have a term of up to five years with renewal options. Land-based contracts are generally shorter term or terminable on short notice without a penalty. Service orders are executed under the MSA for individual remote sites or groups of sites, and generally permit early termination on short notice without penalty in the event of force majeure, breach of the 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 MCS and Apps & IoT contracts. Revenue for contracts is generally recognized over time as service is transferred to the customer and the Company expects to be entitled to the agreed monthly, usage or day rate basis 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 – SI Revenues related to long-term, fixed-price SI contracts for customized network solutions are recognized based on the cost to cost method (formerly known as 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 SI solution represents the single performance obligation under SI contracts. Progress towards completion on fixed-price contracts is measured based on the ratio of costs incurred to total estimated contract costs (the cost-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 (CIEB). SI contracts are billed in accordance with the terms of the contract which are typically either based on milestones or specified time intervals. As of December 31, 2020 and 2019, the amount of CIEB related to Systems Integration projects was $12.0 million and $13.3 million, respectively. Under long-term contracts, amounts recorded in CIEB may not be realized or paid, respectively, within a one-year period. As of December Variable Consideration – SI - The Company records revenue on contracts relating to certain probable claims and unapproved change orders by including in revenue an amount less than or equal to the amount of costs incurred to date relating to these probable claims and unapproved change orders, thus recognizing no profit until such time as claims are finalized or change orders are approved. The amount of unapproved change orders and claim revenues is included in the Company’s Consolidated Balance Sheets as part of CIEB. No material unapproved change orders or claims revenue was included in CIEB as of December 31, 2020 and 2019. As new facts become known, an adjustment to the estimated recovery is made and reflected in the current period. Backlog - As of December 31, 2020, we had backlog for our percentage of completion projects of $7.7 million , which will be recognized over the remaining contract term for each contract. Percentage of completion contract terms are typically one to three years. As of December 31, 2019, we had backlog for our percentage of completion projects of $26.2 million. Leases Effective with adoption of Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (the new lease standard) on January 1, 2019, we determine if an arrangement is a lease at inception. Operating leases right-of-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 consolidated balance sheets. Finance leases are included in property, plant and equipment; current maturities of long-term debt; and long-term debt on our 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 RCF 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. Stock-Based Compensation The Company recognizes expense for stock-based compensation based on the fair value of options and restricted stock on the grant date of the awards. Fair value of options on the grant date is determined using the Black-Scholes model, which requires judgment in estimating the expected term of the option, risk-free interest rate, expected volatility of the Company’s stock and dividend yield of the option. Fair value of restricted stock, restricted stock units and performance share units on the grant date is equal to the market price of RigNet’s common stock on the date of grant. The Company’s policy is to recognize compensation expense for service-based awards on a straight-line basis over the requisite service period of the entire award. Stock-based compensation expense is based on awards ultimately expected to vest. Taxes Current income taxes are determined based on the tax laws and rates in effect in the jurisdictions and countries that the Company operates in and revenue is earned. Deferred income taxes reflect the tax effect of net operating losses, foreign tax credits and the tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes, as determined under enacted tax laws and rates. Valuation allowances are established when management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. In the normal course of business, the Company prepares and files tax returns based on interpretation of tax laws and regulations, which are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities. The Company evaluates its tax positions and recognize only tax benefits for financial purposes that, more likely than not, will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The Company has elected to include income tax related interest and penalties as a component of income tax expense. Foreign Currency Translation The U.S. dollar serves as the currency of measurement and reporting for the Company’s consolidated financial statements. The Company has certain subsidiaries with functional currencies of Norwegian Kroner, British Pound Sterling, or Brazilian Real. The functional currency of all the Company’s other subsidiaries is the U.S. dollar. Transactions occurring in currencies other than the functional currency of a subsidiary have been converted to the functional currency of that subsidiary at the exchange rate in effect at the transaction date with resulting gains and losses included in current earnings. Carrying values of monetary assets and liabilities in functional currencies other than U.S. dollars have been translated to U.S. dollars based on the U.S. exchange rate at the balance sheet date and the resulting foreign currency translation gain or loss is included in comprehensive income (loss) in Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13), which measures credit losses on most financial assets and certain other instruments that are not measured at fair value through net income. The update amends the impairment model to utilize a current expected credit loss (CECL) methodology in place of the incurred loss methodology for financial instruments, including trade receivables. The amendment requires entities to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses. Companies applied this standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The new standard is effective for interim and annual reporting periods after December 15, 2019. The Company adopted the guidance effective January 1, 2020, and the guidance did not have a material impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issues ASU No. 2017-04 (ASU 2017-04), which removes the requirement to compare the implied fair value of the goodwill with its carrying amount as part of step two of the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The ASU is effective for impairments tests in annual and interim reporting periods beginning after December 15, 2019. The Company adopted the guidance effective January 1, 2020 and utilized the ASU in the impairment of goodwill in the current year . In August 2018, the FASB issued ASU No. 2018-13 (ASU 2018-13), 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. In August 2018, the FASB issued ASU No. 2018-15 (ASU 2018-15), 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 adopted the guidance effective January 1, 2020 and the guidance did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the Financial Accounting Standards Board issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard eliminates certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The new guidance also clarifies certain aspects of the existing guidance, among other things. The standard became effective for interim and annual periods beginning after December 15, 2020 and shall be applied on either a prospective basis, a retrospective basis for all periods presented, or a modified retrospective basis through a cumulative-effect adjustment to retained earnings depending on which aspects of the new standard are applicable to an entity. The Company adopted the new standard on January 1, 2021 on a prospective basis, which did not have a material impact on its financial position, results of operations, or cash flows. In March 2020, the FASB issued Accounting Standards Update No. 2020-04 (ASU 2020-04), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional guidance for a limited period of time to ease the potential burden in accounting or recognizing the effects of the LIBOR or another reference rate reform on financing rate. The amendments are effective through December 31, 2022. We are currently in the process of evaluating the impact of the transition from LIBOR to alternative reference rates, but we do not expect a material impact on our consolidated financial statements. |
Business and Credit Concentrati
Business and Credit Concentrations | 12 Months Ended |
Dec. 31, 2020 | |
Risks And Uncertainties [Abstract] | |
Business and Credit Concentrations | Note 2—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 financial instruments in the future if deemed necessary. Foreign currency translations are reported as a ccumulated o ther c omprehen sive i ncome (loss) in the Company’s consolidated financial statements . Credit and Customer Concentration 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, historical experience, current economic conditions, Year Ended December 31, 2020 2019 2018 (in thousands) Accounts receivable $ 57,748 $ 71,165 $ 71,649 Allowance for doubtful accounts, January 1, (4,106 ) (4,199 ) (2,975 ) Current year provision for doubtful accounts (546 ) (1,786 ) (2,660 ) Write-offs 1,528 1,879 1,436 Allowance for doubtful accounts, December 31, (3,124 ) (4,106 ) (4,199 ) Accounts receivable, net $ 54,624 $ 67,059 $ 67,450 Although during 2020, 2019 and 2018 no single customer comprised greater than 10% 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 2020, 2019 or 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”). |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Note 3—Business Combinations Intelie On March 23, 2018, RigNet completed its acquisition of Intelie ™ ™ ® 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 earn-out for Intelie is measured at fair value in each reporting period, based on level 3 inputs, with any change to the fair value recorded in the Condensed Consolidated Statements of Comprehensive Loss. The earn-out is payable in RigNet stock in portions and is based on certain post-closing performance targets under the acquisition agreement. In May 2019, the Company issued 208,356 shares of its common stock, with an aggregate value of $ 3.0 million, as payment for the portion of the earn-out earned as of the first anniversary of the closing of the acquisition. The earn-out was originally payable on the first, second and third anniversary of the March 23, 2018 closing of the acquisition. However, on June 11, 2020, the Company, Intelie and the former shareholders of Intelie entered into the Third Amendment to the Purchase Agreement dated as of January 15, 2018. The Amendment clarified the calculation of certain contingent consideration, extended the earn-out achievement period by six months, and delayed the time of payment of a portion of that contingent consideration until September 23, 2021, but did not change the amount or form of consideration that could be paid pursuant to the Purchase Agreement. The value of the maximum remaining earn-out consideration is $13.9 million. As of December 31, 2020, the fair value of the earn-out was $13.8 million with all of which is reported in deferred revenue and other current liabilities on the Company’s condensed balance sheet. During the year ended December 31, 2020, RigNet recognized $3.9 million of increase in fair value. Additionally, during the year ended December 31, 2020, the Company recognized accreted interest expense on the Intelie earn-out of $0.2 million with corresponding changes to other liabilities. During the year ended December 31, 2019, RigNet recognized $2.9 million of increase in the fair value, paid $3.0 million in RigNet stock for the first annual tranche of the Intelie earn-out and accreted interest expense of $0.2 million on the Intelie earn-out with corresponding increases to other liabilities. The Company incurred merger and acquisition-related costs of $1.8 million (primarily related to the Viasat merger) and $0.5 million in the year ended December 31, 2020 and 2019, respectively, reported in general and administrative expenses. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 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. The goodwill primarily relates to the growth prospects foreseen for the companies acquired, synergies between existing business and the acquired companies and the assembled workforce of the acquired companies. Goodwill balances and changes therein, by reportable segment, as of and for the years ended December 31, 2020 and 2019 are presented below. Managed Communication Services Applications and Internet- of-Things Systems Integration Total (in thousands) Balance, January 1, 2019 $ 22,479 $ 22,765 $ 1,387 $ 46,631 Foreign currency translation 472 (311 ) - 161 Balance, December 31, 2019 22,951 22,454 1,387 46,792 Impairment of Goodwill (21,754 ) (1,387 ) (23,141 ) Foreign currency translation (1,197 ) (1,975 ) - (3,172 ) Balance, December 31, 2020 $ - $ 20,479 $ - $ 20,479 The impairment loss of $23.1 million in 2020 related to carrying amount in two of our reporting units was in excess of their fair value. The charge fully impairs goodwill previously reported in MCS of $21.8 million and Systems Integration of $1.4 million result of a combination of factors, including COVID-19 pandemic and disagreements between the members of OPEC in March 2020 regarding reduction on production of oil. These market conditions significantly impacted the Company’s internal forecast during the first quarter of 2020. Intangibles Intangibles consist of customer relationships, brand name, backlog, developed technology, covenants not to compete and licenses acquired as part of the Company’s acquisitions. Intangibles also include internal-use software. The following table reflects intangibles activities for the years ended December 31, 2020 and 2019: Brand Name Backlog Customer Relation- ships Software Licenses Developed Technology Covenant Not to Compete Customer Contracts Total (in thousands, except estimated lives) Intangibles Acquired 8,783 3,282 33,737 13,930 3,751 14,851 3,040 191 81,565 Accumulated amortization and foreign currency translation, January 1, 2019 (5,100 ) (3,282 ) (22,441 ) (10,485 ) (1,928 ) (3,544 ) (861 ) (191 ) (47,832 ) Balance, January 1, 2019 3,683 - 11,296 3,445 1,823 11,307 2,179 - 33,733 Additions - - - 717 - 5,021 - - 5,738 Amortization expense (838 ) - (2,623 ) (2,447 ) (285 ) (2,175 ) (608 ) - (8,976 ) Foreign currency translation (51 ) - (44 ) 45 (64 ) (236 ) - - (350 ) Balance, December 31, 2019 2,794 - 8,629 1,760 1,474 13,917 1,571 - 30,145 Accumulated amortization and foreign currency translation, December 31, 2019 (5,989 ) (3,282 ) (25,108 ) (12,887 ) (2,277 ) (5,955 ) (1,469 ) (191 ) (57,158 ) Additions - - - 329 224 2,058 - - 2,611 Amortization expense (457 ) - (1,938 ) (1,299 ) (437 ) (2,266 ) (608 ) - (7,005 ) Impairment (814 ) (170 ) - - (2,852 ) - - (3,836 ) Foreign currency translation (316 ) - (80 ) 22 66 (1,587 ) - - (1,895 ) Balance, December 31, 2020 $ 1,207 $ - $ 6,441 $ 812 $ 1,327 $ 9,270 $ 963 $ - $ 20,020 Accumulated amortization and foreign currency translation, December 31, 2020 (6,762 ) (3,282 ) (27,126 ) (14,164 ) (2,648 ) (9,808 ) (2,077 ) (191 ) (66,058 ) Weighted average estimated lives (years) 7.0 - 7.0 5.0 15.3 5.0 7.0 - The following table sets forth amortization expense for intangible assets existing at December 31, 2020 over the next five years (in thousands): 2021 5,266 2022 4,986 2023 4,342 2024 3,528 2025 1,107 Thereafter 791 $ 20,020 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 5—Property, Plant and Equipment Property, plant and equipment consists of the following: Estimated December 31, Lives 2020 2019 (in years) (in thousands) Telecommunication and computer equipment 1 - 5 $ 194,964 $ 189,209 Furniture and other 5 - 7 13,894 13,684 Building 10 - 40 6,345 6,225 Land - 1,359 1,321 216,562 210,439 Less: Accumulated depreciation (167,912 ) (150,321 ) $ 48,650 $ 60,118 Depreciation expense associated with property, plant and equipment was $19.5 million, $22.2 $23.4 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 6—Long-Term Debt As of December 31, 2020 and 2019, the following credit facilities and long-term debt arrangements with financial institutions were in place: December 31, 2020 2019 (in thousands) Term loan $ 10,000 $ 5,000 Term-Out Loan - 25,500 Revolving credit facility (RCF) 74,700 77,150 Vendor Finance Arrangement 2,098 - Paycheck Protection Program Loan 6,298 - Unamortized deferred financing costs (573 ) (466 ) Finance lease 376 543 92,899 107,727 Less: Current maturities of long-term debt (7,646 ) (10,627 ) Current maturities of Vendor Finance Arrangement (1,064 ) - Current maturities of finance lease (166 ) (166 ) $ 84,023 $ 96,934 Credit Agreement The Company and certain of its subsidiaries are party to the Third Amendment to the Third Amended and Restated Credit Agreement, dated as of February 21, 2020, with four participating financial institutions (as amended from time to time, the Credit Agreement), which provides for a $16.0 million term loan (Term Loan), a $100.0 million RCF and a $30.0 million accordion feature. The Term Loan matures on March 31, 2022 with principal installments of $2.0 million due quarterly beginning June 30, 2020. Under this schedule the Term Loan is expected to be fully repaid at its maturity. The RCF and accordion, if exercised, mature on August 31, 2022. The Credit Agreement bears Term Loan As of December 31, 2020 principal balance of $10.0 million, excluding the impact of unamortized deferred financing costs. RCF As of December 31, 2020, $74.7 million in draws remain outstanding under the RCF. Covenants and Restrictions The Company’s Credit Agreement contains certain covenants and restrictions, including restricting the payment of cash dividends under default, and maintaining certain financial covenants such as a Consolidated Leverage Ratio, of less than or equal to 3.25 through the third quarter of 2020. The Consolidated Leverage Ratio requirement stepped down to 3.00 through the second quarter of 2021 and then steps down to 2.75 for all remaining quarters. The Consolidated Fixed Charge Coverage ratio requirement is greater than or equal to 1.25 through the maturity of the Credit Agreement. If any default occurs related to these covenants that is not cured or waived, the unpaid principal and any accrued interest can be declared immediately due and payable. The facilities under the Credit Agreement are secured by substantially all the assets of the Company. On September 8, 2020, the Company entered into a fourth amendment to the Credit Agreement (Fourth Amendment), which permits the Company to exclude the amount borrowed pursuant to the Paycheck Protection Program established under the CARES Act from the Company’s calculation of Consolidated Funded Indebtedness for all periods prior to and including March 31, 2021. We believe we have accurately calculated and reported our required debt covenant calculations for the December 31, 2020 reporting period and are in compliance with the required covenant ratios. As of December 31, 2020, the Consolidated Leverage Ratio was 2.76 Vendor Finance Agreement As of December 31, 2020, the Company had a vendor financing agreement (Vendor Finance Arrangement) in place, with an outstanding balance of $2.1 million. The outstanding balance bears interest at a rate of 6% and has quarterly payments of $0.3 million of principal and interest through January 2023 Paycheck Protection Program Loan In May 2020, the Company entered into the PPP Loan. Under the PPP Loan, the Company borrowed $6.3 million which the Company expects to be eligible for forgiveness pursuant to the applicable regulations of the PPP. The company submitted a loan forgiveness application to Bank of America on December 1, 2020, which approved the application and forwarded it to the SBA for confirmation. The forgiveness regulations are subject to change as a result of administrative or judicial proceedings or legislative initiatives including additional regulations that are anticipated to be released by the SBA. While the Company cannot determine the ultimate outcome, based on the Company’s assessments on the current rules in place, the Company believes it should qualify for full forgiveness. Any amounts not forgiven must be repaid in two years and will accrue interest at a rate of 1.0% per year. No interest or principal payments are due for six months, at which time interest and principal payments will be made on any unforgiven balance under terms established by Bank of America, N.A. at that time. The SBA has publicly stated that it intends to review all loans in excess of $2.0 million when loan forgiveness is requested. The SBA has not provided any further details of this review and the Company cannot assure the results of any such review. Performance Bonds and Letters of Credit As of December 31, 2020 As of December 31, 2019, there were $6.4 million of performance bonds, surety bonds and similar instruments outstanding of which $1.8 million is issued by the parties under the Credit Agreement. As of December 31, 2019, there were no outstanding standby letters of credit and bank guarantees. In June 2016, the Company secured a performance bond facility with a lender in the amount of $1.5 million for its MCS segment. This facility has a maturity date of June 2021 Deferred Financing Costs The Company incurred bank fees associated with the Credit Agreement, and certain amendments hereto, which were capitalized and reported as a reduction to long-term debt. Deferred financing costs are expensed using the effective interest method over the life of the agreement. For the years ended December 31, 2020 and 2019, deferred financing cost amortization of $0.4 million and $0.4 million, respectively, is included Debt Maturities The following table sets forth the aggregate principal maturities of long-term debt, net of deferred financing cost amortization as of December 31, 2020 (in thousands): 2021 8,876 2022 83,863 2023 160 Total debt, including current maturities $ 92,899 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7—Related Party Transactions The Company has a reseller arrangement with Darktrace, which is an artificial intelligence company in cybersecurity that is partially owned by KKR & CO. Inc. (KKR). KKR is a significant stockholder of the Company. Under the arrangement, the Company sells Darktrace’s cybersecurity audit services with the Company’s cybersecurity offerings. In the years ended December 31, 2020 and 2019, the Company purchased $0.1 million and $0.1 million, respectively 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% |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8—Fair Value Measurements 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. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For items that are not actively traded, fair value reflects the price in a transaction with a market participant, including an adjustment for risk, not just the mark-to-market value. The fair value measurement standard establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the table below, the hierarchy consists of three broad levels: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets and liabilities and have the highest priority. Level 2—Inputs are observable inputs other than quoted prices considered Level 1. Level 2 inputs are market-based and are directly or indirectly observable, including quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; or valuation techniques whose inputs are observable. Where observable inputs are available, directly or indirectly, for substantially the full term of the asset or liability, the instrument is categorized in Level 2. Level 3—Inputs are unobservable (meaning they reflect the Company’s assumptions regarding how market participants would price the asset or liability based on the best available information) and therefore have the lowest priority. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. RigNet believes it uses appropriate valuation techniques, such as market-based valuation, based on the available inputs to measure the fair values of its assets and liabilities. The Company’s valuation technique maximizes the use of observable inputs and minimizes the use of unobservable inputs. The Company had no derivatives as of December 31, 2020 or 2019. The Company’s non-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. The Company used the income approach to estimate the fair value for goodwill. The income approach estimates the fair value by discounting the estimated future cash flows using the Company’s discount rate. Some of the significant assumptions inherent in the income approach include the estimated future net annual cash flows and the discount rate. The Company selected the assumptions used in the discounted cash flow projections using historical information with supplemental data by current and anticipated market conditions and estimated growth rates. The earn-out for Intelie is measured at fair value in each reporting period, based on level 3 inputs, with any change to the fair value recorded in the Condensed Consolidated Statements of Comprehensive Loss. The fair value is estimated using a Monte Carlo method with the Company’s most recent forecast for SaaS revenue and discount rate. The Company selected the assumptions used based on current and anticipated market conditions. The earn-out is payable in RigNet stock in portions and is based on certain post-closing performance targets under the acquisition agreement. In May 2019, the Company issued 208,356 shares of its common stock, with an aggregate value of $3.0 million, as payment for the portion of the earn-out earned as of the first anniversary of the closing of the acquisition. The earn-out was originally payable on the first, second and third anniversary of the March 23, 2018 closing of the acquisition. However, on June 11, 2020, the Company, Intelie and the former shareholders of Intelie entered into the Third Amendment to the Purchase Agreement dated as of January 15, 2018. The Amendment clarified the calculation of certain contingent consideration, extended the earn-out achievement period by six months, and delayed the time of payment of a portion of that contingent consideration until September 23, 2021, but did not change the amount or form of consideration that could be paid pursuant to the Purchase Agreement. The value of the maximum remaining earn-out consideration is $13.9 million. As of December 31, 2020, the fair value of the earn-out was $13.8 million with all of which is reported in deferred revenue and other current liabilities on the Company’s condensed balance sheet. During the year ended December 31, 2020, RigNet recognized $3.9 million of increase in fair value. Additionally, during the year ended December 31, 2020, the Company recognized accreted interest expense on the Intelie earn-out of $0.2 million with corresponding changes to other liabilities. During the year ended December 31, 2019, RigNet recognized $2.9 million of increase in the fair value, paid $3.0 million in RigNet stock for the first annual tranche of the Intelie earn-out and accreted interest expense of $0.2 million on the Intelie earn-out with corresponding increases to other liabilities. 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 Consolidated Statements of Comprehensive Loss. The contingent consideration was originally payable in cash on the fifth anniversary of the May 18, 2017 closing of the acquisition. However, on November 2, 2020, the Company and Edata Shield Holdings, LLC (formerly known as Cyphre, LLC) entered into the First Amendment to the Amended and Restated Asset Patent and Technology Sale Agreement dated as of May 18, 2017. The Amendment changed the form of consideration that could be paid from cash to RigNet stock and payable in November 2020, May 2021 and January 2022. In November 2020, the Company issued 349,364 shares of its common stock, with an aggregate value of $1.4 million, as part of the first payment of the contingent consideration under the First Amendment to the Amended and Restated Asset Patent and Technology Sale Agreement. As of December 31, 2020, the fair value of the contingent consideration was $1.9 million, of which $1.0 million is in other current liabilities and $0.9 million is in other long-term liabilities. During the year ended December 31, 2020, RigNet recognized a $0.1 million increase in the fair value, paid $0.3 million in required royalty payments and accreted interest expense of $0.4 million on the Cyphre contingent consideration with corresponding changes to other liabilities. As of December 31, 2019, the fair value of the contingent consideration was $3.1 million, of which $0.3 million is in other current liabilities and $2.7 million is in other long-term liabilities. During the year ended December 31, 2019, RigNet recognized a $0.4 million reduction in fair value, paid $0.3 million in required royalty payments and accreted interest expense of $0.1 million on the Cyphre contingent consideration with corresponding changes to other liabilities. The earn-out for Orgtec S.A.P.I. de C.V., d.b.a. TECNOR (TECNOR), a cquired in March 20 16, was measured at fair value in each reporting period , based on level 3 inputs, with any change to fair value recorded in the Consolidated Statements of Comprehensive Loss. The fair value of the earn-out of $ 8.0 million was paid in July 2018. The $ 2.1 million change in fair value in the year ended December 31, 2018 was primarily related to the second quarter 2018 negotiations with the sellers of TECNOR on the amount of the earn-out. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9—Commitments and Contingencies Global Xpress (GX) Dispute Inmarsat plc (Inmarsat), a satellite telecommunications company , filed arbitration with the International Centre for Dispute Resolution tribunal (the panel) in October 2016 concerning a January 2014 take-or-pay agreement to purchase up to $65.0 million, under certain conditions, of GX capacity from Inmarsat over several years. In June 2019, the Company announced that it reached a settlement with Inmarsat plc that concludes the GX Dispute. Pursuant to the settlement the Company paid $45.0 million in June 2019 and paid $5.0 million in July 2019 and paid the final $0.8 million in the third quarter of 2020. The Company incurred cost of $3.9 million in GX Dispute Phase II legal costs for the year ended December 31, 2019. The Company incurred legal expenses of $2.2 million in connection with the GX Dispute for the year ended December 31, 2018. 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 no insurance coverage and those that may involve the filing of liens against the Company or its assets. Sales Tax Audit The Company is undergoing a routine sales tax audit from a state where the Company has operations. The audit can cover up to a four-year period. It is expected that the audit and the appeals process, if necessary, will be completed within the year. The Company does not believe that the outcome of the audit will result in a material impact to the consolidated financial statements. The Company closed a prior year sales tax audit from a state where we have operations. The assessment had no material impact to the Company’s Consolidated Financial Statements Operating Leases The Company’s leasing activities primarily consist of leases of real-estate including office space under lease agreements expiring on various dates through 2030. For the year ended December 31, 2020, 2019 and 2018, the Company recognized expense under operating leases, which approximates cash paid and includes short-term leases, of $2.2 million, $2.5 million and $2.8 million, respectively. As of December 31, 2020, the future undisclosed minimum lease obligation maturities were as follows (in thousands): 2021 1,862 2022 1,334 2023 1,264 2024 1,202 2025 854 Thereafter 2,168 Total lease payments $ 8,684 Less present value discount (1,326 ) Amounts recognized in Balance Sheet $ 7,358 Amounts recognized in Balance Sheet Deferred revenue and other current liabilities 1,817 Right-of-use lease liability - long-term portion 5,541 Total right-to-use lease liability $ 7,358 Operating lease right-of-use assets for leases were $6.0 million and $6.8 million as of December 31, 2020 and 2019, respectively. The right-of-use assets and liabilities for leases were discounted at a weighted-average discount rate of 4.9% as of December 31, 2020. The weighted-average remaining lease term as of December 31, 2020 was 6.5 years. The right-of-use assets and liabilities for leases were discounted at a weighted-average discount rate of 5.1% as of December 31, 2019. The weighed-average remaining lease term as of December 31, 2019 was 7.1 years. In December 2019, we completed the sale transaction of certain towers. The Company received $4.9 million in proceeds from the sale, resulting in a gain of $4.9 million which is recognized in gain on the sales of property plant and equipment. We leaseback certain communications access arrangements that allows us to operate radio communications equipment on a portion of these towers. The initial term on the lease is ten years, and is recognized as an operating lease. Commercial Commitments The Company enters into contracts for satellite bandwidth and other network services with certain providers. As of December 31, 2020, the Company had the following commercial commitments related to satellite and network services (in thousands): 2021 22,807 2022 9,348 2023 686 2024 195 2025 172 $ 33,208 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 10—Stock-Based Compensation The Company has three stock-based compensation plans as described below. 2019 Omnibus Incentive Plan In May 2019, the Board of Directors adopted the 2019 Omnibus Incentive Plan (2019 Plan). Under the 2019 Plan, the Board of Directors or its designated committee is authorized to issue awards representing a total of 4,975,000 shares of common stock to certain directors, officers and employees of the Company, less any amounts of common stock awarded under the 2010 plan. Awards may be in the form of new stock incentive awards or options including (i) incentive or non-qualified stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units (RSUs), (v) performance stock, (vi) performance share units (PSUs), (vii) director awards, (viii) annual cash incentive awards, (ix) cash-based awards, (x) substitution awards or (xi) other stock-based awards, as approved by the Board of Directors or its designated committee. Options granted under the 201 9 Plan will generally expire at the earlier of a specified period after termination of service or the date specified by the Board of Directors or its designated committee at the date of grant, but not more than ten years from such grant date. During the year ended December 31, 2020, the Company granted a total of 1,906,328 shares of stock-based awards to certain directors, officers and employees of the Company under the 2019 Plan. Of these, the Company granted (i) 603,983 shares of common stock associated with the payment of the Company’s 2019 short term incentive plan to certain officers and employees, which were fully vested on issuance, (ii) 233,982 RSUs to outside directors that vest in 2021 and (iii) 1,068,363 performance share units (PSUs) to certain officers and employees that vest on the third anniversary of the grant date, are subject to continued employment and achievement of certain performance based targets. The fair value of shares of common stock, RSUs, and PSUs awarded pursuant to the 2019 Plan 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. As of December 31, 2020, 1,022,053 RSUs have vested, 49,516 RSUs have been forfeited and 1,940,021 unvested RSUs were outstanding under the 2019 Plan. As of December 31, 2020, the Company has issued 77,486 options under the 2019 Plan, of which none of the options have been exercised, 3,389 options have been returned or forfeited and 74,097 options remain outstanding under the 2019 Plan 2010 Omnibus Incentive Plan In May 2010, the Board of Directors adopted the 2010 Omnibus Incentive Plan (2010 Plan). Under the 2010 Plan, the Board of Directors or its designated committee is authorized to issue awards representing a total of four million The Company will grant no additional options under the 2010 Plan as the Company’s As of December 31, 2020, 1,513,856 RSUs and shares of restricted stock have vested, 728,574 RSUs and shares of restricted stock have been forfeited and 253,672 unvested RSUs and shares of restricted stock were outstanding under the 2010 Plan. As of December 31, 2020, the Company has issued 1,233,736 options under the 2010 Plan, of which 193,441 options have been exercised, 733,622 options have been returned or forfeited and 306,673 options remain outstanding under the 2010 Plan 2006 Long-Term Incentive Plan In March 2006, the Board of Directors adopted the RigNet 2006 Long-Term Incentive Plan (2006 Plan). Under the 2006 Plan, the Board of Directors is authorized to issue options to purchase RigNet common stock to certain officers and employees of the Company. In general, all options granted under the 2006 Plan have a contractual term of ten years and a four-year increased to five million in January 2010, net of any options returned or forfeited. As of December 31, 2020, the Company has granted options to purchase 981,125 shares under the 2006 Plan, of which 755,503 options have been exercised, 221,872 options have been returned or forfeited and 3,750 options have expired. The Company will grant no additional options under the 2006 Plan as the Company’s During the year ended December 31, 2020, the Company granted a total of 42,272 shares of stock-based awards to a newly-hired executive officer of the Company pursuant to an inducement award. These awards consisted of (i) 18,787 RSUs to such officer that 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 and (ii) 23,485 that vest on the third anniversary of the grant date, are subject to continued employment and achievement of certain performance criteria. The fair value of the RSUs grants pursuant to the inducement award 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 In addition to the foregoing, the executive officer was also granted 10,299 of stock options with an exercise price of $ 6.20 . The options granted have a contractual term of seven years and vest over a three-year period of continued employment, with 33 % of the options vesting of each of the first three anniversaries of the grant date. The Company does not accrue or pay dividends with regard to any equity awards. Stock-based compensation expense related to the Company’s stock-based compensation plans for the years ended December 31, 2020, 2019 and 2018 was $5.7 million, $8.6 million and 4.7 As of December 31, 2020, and 2019, there were $7.6 million and $7.5 million period of two years. All outstanding equity instruments are settled in stock. The Company currently does not have any awards accounted for as a liability. 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: • Expected Volatility • Expected Term • Risk-Free Interest Rate • Dividend Yield The assumptions used for grants made in the years ended December 31, 2020 and 2019 were as follows: Year Ended December 31, 2020 2019 Expected volatility 51 % 49% to 51% Expected term (in years) 7 7 Risk-free interest rate 1.78 % 1.71% to 2.53% Dividend yield - - Based on these assumptions, the weighted average grant date fair value of stock options granted, per share, for the year ended December 31, 2020 and 2019 was $3.27 and $4.40, respectively The fair value of each RSU and PSU award on the grant date is equal to the market price of RigNet’s stock on the date of grant. The weighted average fair value of RSUs, PSUs and restricted stock granted, per share, for the years ended December 31, 2020, 2019 and 2018 was $1.91, $9.08 and $14.22 respectively The following table summarizes the Company’s stock option activity as of and for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Number of Underlying Shares Weighted Average Exercise Price Number of Underlying Shares Weighted Average Exercise Price Number of Underlying Shares Weighted Average Exercise Price (in thousands, except per share amounts) Balance, January 1, 410 $ 17.12 324 $ 20.41 381 $ 21.37 Granted 10 $ 6.20 106 $ 8.30 60 $ 13.50 Exercised - $ - (1 ) $ 4.39 (60 ) $ 16.15 Forfeited (18 ) $ 12.81 (16 ) $ 12.90 (53 ) $ 23.89 Expired (11 ) $ 7.58 (3 ) $ 1.94 (4 ) $ 6.55 Balance, December 31, 391 $ 16.91 410 $ 17.12 324 $ 20.41 Exercisable, December 31, 292 $ 19.54 239 $ 22.09 204 $ 23.41 Year Ended December 31, 2020 2019 2018 (in thousands) Intrinsic value of options exercised $ - $ 5 $ 1,297 Fair value of options vested $ 390 $ 511 $ 950 The following table summarizes the Company’s RSU, PSU and restricted stock activity as of and for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 (in thousands) Balance, January 1, 1,537 411 Granted 1,949 1,489 Vested (1,403 ) (332 ) Forfeited (81 ) (31 ) Balance, December 31, 2,002 1,537 The weighted average remaining contractual term in years for equity awards outstanding as of and for the years ended December 31, 2020, 2019 and 2018 was 1.8 years, 2.3 years, and 1.7 years, respectively. At December 31, 2020, equity awards vested and expected to vest totaled 5.5 million with awards available for grant of approximately 1.5 million. The following is a summary of changes in unvested equity awards, including stock options, RSUs, PSUs and restricted stock, as of and for the years ended December 31, 2020, 2019 and 2018: Number of Underlying Shares Weighted Average Grant Date Fair Value (in thousands) Unvested equity awards, January 1, 2018 296 $ 24.13 Granted 519 $ 14.03 Vested (259 ) $ 22.03 Forfeited (200 ) $ 12.41 Unvested equity awards, December 31, 2018 356 $ 17.52 Granted 1,595 $ 8.76 Vested (272 ) $ 7.33 Forfeited (47 ) $ 16.10 Unvested equity awards, December 31, 2019 1,632 $ 10.70 Granted 1,959 $ 1.92 Vested (1,333 ) $ 4.92 Forfeited (99 ) $ 11.87 Unvested equity awards, December 31, 2020 2,159 $ 6.24 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 11— Earnings (Loss) Per Share Basic earnings (loss) per share (EPS) are computed by dividing net loss attributable to RigNet common stockholders by the weighted average number of basic shares outstanding during the period. Basic shares equal the total of the common shares outstanding, but excludes the dilutive effect of common shares that could potentially be issued due to the exercise of stock options or vesting of restricted stock, RSUs or PSUs. Diluted EPS is computed by dividing loss attributable to RigNet common stockholders by the weighted average number of diluted shares outstanding during the period. Diluted shares equal the total of the basic shares outstanding and all potentially issuable shares, other than antidilutive shares, if any. 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. The following table provides a reconciliation of the numerators and denominators of the basic and diluted per share computations for net income attributable to RigNet, Inc. common stockholders: Year Ended December 31, 2020 2019 2018 (in thousands) Net loss attributable to RigNet, Inc. common stockholders $ (45,808 ) $ (19,156 ) $ (62,453 ) Weighted average shares outstanding, basic 20,622 19,832 18,713 Effect of dilutive securities - - - Weighted average shares outstanding, diluted 20,622 19,832 18,713 Net loss per share attributable to RigNet, Inc. common stockholders, basic $ (2.22 ) $ (0.97 ) $ (3.34 ) Net loss per share attributable to RigNet, Inc. common stockholders, diluted $ (2.22 ) $ (0.97 ) $ (3.34 ) The effect of stock-based awards was not included in the Company’s calculation of diluted EPS as of December 31, 2020 , 2019 and 2018 due to the net loss for the periods |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 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. RigNet considers its business to consist of the following segments: • Managed Communications Services (MCS). The 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 and Internet-of-Things (Apps & IoT ). The Apps & IoT segment provides applications over-the-top of the network layer including SaaS offerings such as a real-time machine learning and AI data platform (Intelie Pipes and Intelie LIVE), Cyphre Encryption, ECS, applications for safety and workforce productivity such as weather monitoring primarily in the North Sea (MetOcean), and certain other value-added services such as AVI. This segment also includes the private machine-to-machine IoT data networks including SCADA provided primarily for pipelines. • Systems Integration (SI). The SI 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. Additionally, SI provides complete monitoring and maintenance for fire and gas detection systems and PLC/automation control systems. Corporate and eliminations primarily represents unallocated executive and support activities, including back-office software development, interest expense, income taxes, eliminations, the GX dispute and change in fair value of earn-out/contingent consideration. The Company’s reportable segment information as of and for the years ended December 31, 2020, 2019 and 2018 is presented below. Managed Communications Services Applications and Internet- of-Things Systems Integration Corporate and Eliminations Consolidated Total (in thousands) 2020 Revenue $ 135,754 $ 34,458 $ 37,709 $ - $ 207,921 Cost of revenue (excluding depreciation and amortization) 86,825 14,520 28,985 - 130,330 Depreciation and amortization 18,707 4,544 638 2,645 26,534 Impairment of Goodwill and Intangible Assets 21,755 3,836 1,386 - 26,977 Change in fair value of earn-out/ contingent consideration - - - 4,048 4,048 Selling, general and administrative 10,310 5,955 1,500 35,676 53,441 Operating income (loss) $ (1,843 ) $ 5,603 $ 5,200 $ (42,369 ) $ (33,409 ) Total assets 113,014 30,566 21,810 17,417 182,807 Capital expenditures 8,368 2,483 25 607 11,483 2019 Revenue $ 164,857 $ 35,368 $ 42,706 $ - $ 242,931 Cost of revenue (excluding depreciation and amortization) 100,394 17,239 32,120 - 149,753 Depreciation and amortization 21,403 4,892 1,627 3,207 31,129 Change in fair value of earn-out/ contingent consideration - - - 2,499 2,499 Gain on sales of property, plant and equipment, net of retirements - - - (4,240 ) (4,240 ) Selling, general and administrative 13,288 4,551 2,530 45,491 65,860 Operating income (loss) $ 29,772 $ 8,686 $ 6,429 $ (46,957 ) $ (2,070 ) Total assets 155,807 42,758 29,124 23,291 250,980 Capital expenditures 22,165 2,083 - 1,267 25,515 2018 Revenue $ 171,574 $ 25,713 $ 41,567 $ - $ 238,854 Cost of revenue (excluding depreciation and amortization) 105,101 13,386 28,116 - 146,603 Depreciation and amortization 22,759 4,570 2,511 3,314 33,154 Change in fair value of earn-out/ contingent consideration - - - 3,543 3,543 GX dispute - - - 50,612 50,612 Selling, general and administrative 16,448 1,961 1,698 45,930 66,037 Operating income (loss) $ 27,266 $ 5,796 $ 9,242 $ (103,399 ) $ (61,095 ) Total assets 171,503 47,175 24,094 16,153 258,925 Capital expenditures 29,058 759 - 706 30,523 The following table presents revenue earned from the Company’s domestic and international operations for the years ended December 31, 2020, 2019 and 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. Year Ended December 31, 2020 2019 2018 (in thousands) Domestic $ 85,716 $ 106,276 $ 106,189 International 122,205 136,655 132,665 Total $ 207,921 $ 242,931 $ 238,854 The following table presents goodwill and long-lived assets for the Company’s domestic and international operations as of December 31, 2020 and 2019 December 31, 2020 2019 (in thousands) Domestic $ 58,334 $ 76,253 International 36,844 67,631 Total $ 95,178 $ 143,884 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13—Income Taxes Income Tax Expense The components of the income tax expense are: Year Ended December 31, 2020 2019 2018 (in thousands) Current: Federal $ 2 $ — $ — State 281 412 659 Foreign 3,294 5,544 4,174 Total current 3,577 5,956 4,833 Deferred: Federal (192 ) (120 ) (411 ) State 32 (268 ) (1 ) Foreign 3,147 5,177 (7,167 ) Total deferred 2,987 4,789 (7,579 ) Income tax expense (benefit) $ 6,564 $ 10,745 $ (2,746 ) The following table sets forth the components of income (loss) before income taxes: Year Ended December 31, 2020 2019 2018 (in thousands) Income (loss) before income taxes: United States $ (25,766 ) $ (13,486 ) $ (63,266 ) Foreign (13,198 ) 5,445 (1,794 ) $ (38,964 ) $ (8,041 ) $ (65,060 ) Income tax expense differs from the amount computed by applying the statutory federal income tax rate of 21.0% Year Ended December 31, 2020 2019 2018 (in thousands) United States statutory federal income tax rate $ (8,183 ) $ (1,689 ) $ (13,663 ) Non-deductible expenses (7 ) 515 592 Impact of impairments 5,465 - - Deferred earnout adjustment 1,479 703 1,253 Noncash compensation 1,282 27 359 Changes in valuation allowances 7,083 7,443 7,920 Tax credits - (1,863 ) (1,025 ) State taxes 223 (58 ) 74 Effect of operating in foreign jurisdictions (722 ) 2,737 1,545 Reduction of federal corporate tax rate - - 1,823 Changes in prior year estimates 1,178 526 (66 ) Changes in uncertain tax benefits (1,539 ) 1,135 (1,506 ) Revisions of deferred tax accounts 187 1,217 (56 ) Other 118 52 4 Income tax expense (benefit) $ 6,564 $ 10,745 $ (2,746 ) Deferred Tax Assets and Liabilities The Company’s deferred tax position reflects the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. Significant components of the deferred tax assets and liabilities are as follows: December 31, 2020 2019 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 32,668 $ 27,238 Federal, state and foreign tax credits 11,764 13,964 Depreciation and amortization 13,770 12,396 Unrealized loss on functional currency 897 1,298 Allowance for doubtful accounts 1,725 1,495 Accruals not currently deductible 1,097 1,739 Stock-based compensation 831 1,450 Interest expense carryforwards 1,769 1,738 Lease liability 1,530 1,770 Deferred revenue 750 - Other 1,058 1,375 Valuation allowance (65,451 ) (58,366 ) Total deferred tax assets 2,408 6,097 Deferred tax liabilities: Depreciation and amortization (1,671 ) (1,714 ) Right-of-use lease asset (1,530 ) (1,770 ) Accrual to cash adjustment (556 ) - Other (403 ) (266 ) Total deferred tax liabilities (4,160 ) (3,750 ) Net deferred tax assets $ (1,752 ) $ 2,347 As of December 31, 2020, the Company’s as filed net operating loss and tax credit carryforwards were as follows: Jurisdiction Expiration Period Begins Net Operating Loss Carryforwards Tax Credit Carryforwards (in thousands) U.S. Federal 2036 $ 20,263 $ - U.S. Federal Indefinite 66,469 - U.S. Federal 2020 - 9,930 U.S. State 2021 10,075 - Non-U.S. Indefinite 53,775 - Non-U.S. 2024 1,702 - $ 152,284 $ 9,930 As of December 31, 2020, the Company’s valuation allowances were as follows: Jurisdiction Valuation Allowances (in thousands) United States $ 42,921 Australia 4,108 Norway 9,627 United Kingdom 3,435 Brazil 2,942 Mexico 1,274 Other 1,144 $ 65,451 The amount reported on an as filed basis can differ from the amount recorded in the deferred tax assets of the Company’s financial statements due to the utilization or creation of assets in recording uncertain tax benefits. In assessing deferred tax assets, the Company considers whether a valuation allowance should be recorded for some or all of the deferred tax assets which may not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Among other items, the Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and available tax planning strategies. While the Company expects to realize the remaining net deferred tax assets, changes in future taxable income or in tax laws may alter this expectation and result in future increases to the valuation allowance. During 2020, the Company recognized a valuation allowance of $4.1 million in Australia. Management determined that insufficient positive evidence exists to conclude that is more likely than not that the Company’s deferred tax assets in Australia will be realized in the future. This determination was primarily based on cumulative book losses. On March 27, 2020, President Trump signed into law the CARES Act, which includes, among other things, deferment of employer-side social security payments, extended NOL carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction limitations. The CARES Act increased the Company’s ability to deduct net interest expense by allowing a deduction for 50% of adjusted taxable income instead of 30% as was previously required under the Tax Cuts and Jobs Act of 2017. Future regulatory guidance on the application on the CARES Act or new legislation related to the COVID-19 pandemic could impact our tax provision in future periods. As of December 31, 2020, the Company intends to continue reinvesting earnings outside of the United States for the foreseeable future. This determination is based on estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and on its specific plan for reinvestment of the foreign subsidiaries’ undistributed earnings, with the exception of RigNet Qatar W.L.L. and Intelie Solucoes em Informatica SA. The Company did recognize U.S. taxes on the one-time repatriation tax due under the 2017 Tax Cuts and Jobs Act. While the Company does not expect to repatriate cash to the United States, if these amounts were distributed in the form of dividends or otherwise, the Company may be subject to additional tax liabilities with respect to items such as certain foreign exchange gains or losses, withholding taxes or state taxes . It is not practicable at this time to determine the amount of unrecognized deferred tax liabilities with respect to the reinvested foreign earnings. Uncertain Tax Benefits The Company evaluates its tax positions and recognizes only tax benefits that, more likely than not, will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax position is measured at the largest amount of benefit that has a greater than 50.0% likelihood of being realized upon settlement. At December 31, 2020, 2019 and 2018, the Company’s uncertain tax benefits totaling $13.3 million, $15.2 million and $16.1 million, respectively, are reported as other liabilities in the consolidated balance sheets. Changes in the Company’s gross unrecognized tax benefits are as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Balance, January 1, $ 6,639 $ 7,497 $ 9,637 Additions for the current year tax - - - Additions related to prior years 54 1,027 - Reductions related to lapses in statute of limitations (1,290 ) (1,885 ) (1,262 ) Reductions related to prior years - - (878 ) Balance, December 31, $ 5,403 $ 6,639 $ 7,497 As of December 31, 2020, the Company’s gross unrecognized tax benefits which would impact the annual effective tax rate upon recognition were $5.4 million. In addition, as of December 31, 2020, the Company has recorded related assets, net of a valuation allowance of ($0.1) million. The related asset might not be recognized in the same period as the contingent tax liability and like interest and penalties does have an impact on the annual effective tax rate. The Company has elected to include income tax related interest and penalties as a component of income tax expense. As of December 31, 2020, 2019 and 2018, the Company has accrued penalties and interest of approximately $7.9 million, $8.6 million and $8.6 million, respectively. The Company has recognized ($0.6) million, ($0.1) million and ($0.6) million of interest and penalties in income tax expense for the years ended December 31, 2020, 2019 and 2018, respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions, accruals will be reduced and reflected as a reduction to income tax expense. The Company believes that it is reasonably possible that a decrease of up to $4.7 million in unrecognized tax benefits, including related interest and penalties, may be necessary within the coming year due to lapse in statute of limitations. The Company files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. The Company’s federal filings are no longer subject to tax examinations for years before 2008. The Company is no longer subject to the foreign income tax examinations by tax authorities for years before 2010. The Company received notices informing us of audits of the Company’s 2016-2018 income tax returns in Malaysia, the 2010-2014 income tax returns in Qatar, the 2015-2017 income tax returns in Saudi Arabia, and the 2015-2019 income tax returns in Mexico. It is unclear if the audits and the appeals processes, if necessary, will be completed within the next twelve months. The Company is in the early stages of the audits and is unable to quantify any potential settlement or outcome of the audits at this time. The authorities closed the audit of the Company’s 2016-2017 income tax returns in Singapore with no additional assessments. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | Note 14—Employee Benefits The Company maintains a 401(k)-plan pursuant to which eligible employees may make contributions through a payroll deduction. Effective January 1, 201 8 , the Company re-instated the 401(k) match under which the Company made matching cash contributions of 100 % of each employee’s contribution up to 3.0 % of that employee’s eligible compensation and 50 % of each employee’s contribution between 3.0 % and 5.0 % of such employee’s eligible compensation, up to the maximum amount permitted by law. Effective August 6 , 2020, the Company suspended the Company’s matching contribution under the 401(k) . The Company took this action in response to the COVID-19 pandemic and reduced oil and gas activity. The Company incurred expenses of $0.6 million , $ 1.1 million and $ 0.8 million for the years ended December 31, 2020 , 2019 and 2018 , respectively, for employer contributions. |
Restructuring Costs - Cost Redu
Restructuring Costs - Cost Reduction Plans | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Costs - Cost Reduction Plans | Note 15—Restructuring Costs – Cost Reduction Plans During the year ended December 31, 2020, the Company incurred a net pre-tax restructuring expense of $0.2 million reported as general and administrative expense in the Corporate segment associated with the reduction of 12 employees During the year ended December 31, 2019, the Company incurred a net pre-tax restructuring expense of $0.7 million reported as general and administrative expense, of which $0.2 million was incurred in the third quarter 2019 related to consolidating three separate legacy facilities into our new office in Lafayette, Louisiana and $0.5 million was incurred in the first quarter of 2019 associated with the reduction of 25 employees. During the year ended December 31, 2018, the Company incurred a net pre-tax restructuring expense of $0.8 million reported as general and administrative expense in the Corporate segment associated with the reduction of 23 employees. |
Executive Departure costs
Executive Departure costs | 12 Months Ended |
Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Executive Departure costs | Note 16 –Executive Departure costs The Company incurred executive departure expense of $0.6 million, none and $0.4 million for the years ended December 31, 2020, 2019 and 2018, respectively, in the corporate segment. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business RigNet, Inc. (the Company or RigNet) is a global technology company that provides customized data and communications services. 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. RigNet provides clients what is often the sole means of communications for their remote operations. On top of and vertically integrated into these networks RigNet provides 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-time AI-backed data analytics platform to enhance customer decision making and business performance. RigNet delivers advanced software and communications infrastructure that allow our customers to realize the business benefits of digital transformation. With world-class, ultra-secure solutions spanning global IP connectivity, bandwidth-optimized Over-The-Top (OTT) applications, Industrial Internet of Things (IoT) big data enablement, and industry-leading machine learning analytics, RigNet supports the full evolution of digital enablement, empowering businesses to respond faster to high priority issues, mitigate the risk of operational disruption, and maximize their overall financial performance. |
Viasat Transaction | Viasat Transaction On December 21, 2020, the Company announced that the Company’s Board of Directors unanimously approved the Company's entry into a definitive agreement whereby Viasat Inc. (Viasat) will acquire the Company in an all-stock transaction representing an enterprise value of $222 million, including the Company’s net debt as of September 30, 2020, based on the closing price of Viasat common stock on December 18, 2020 (the Viasat Merger). Under the terms of the agreement, the Company’s stockholders will receive a fixed exchange ratio of 0.1845 shares of Viasat stock for each share of the Company’s common stock owned by the stockholder. Based on the parties' volume weighted average prices ("VWAPs") for the 20 trading days ending on December 18, 2020, the transaction represents a 17.9% premium for the Company's stockholders. Upon closing, the Company’s stockholders are expected to own approximately 5.7% of Viasat's outstanding common stock. The all-stock transaction is intended to be tax-free to the Company’s stockholders. The transaction, which is expected to close by mid-calendar year 2021, is subject to customary closing conditions and regulatory approvals, including the approval of the Company's stockholders. Subsequently to December 31, 2020, the waiting period under the Hart-Scott-Rodino Act has expired. The Company is preparing to file its proxy filing in preparation for scheduling a special meeting of stockholders to vote on the Company’s board of directors’ recommendation to approve the merger. |
Basis of Presentation | Basis of Presentation The Company presents its financial statements in accordance with generally accepted accounting principles in the United States (U.S. GAAP). |
Principles of Consolidation and Reporting | Principles of Consolidation and Reporting The Company’s consolidated financial statements include the accounts of RigNet, Inc. and all subsidiaries thereof. All intercompany accounts and transactions have been eliminated in consolidation. As of December 31, 2020, 2019 and 2018, non-controlling interest of subsidiaries represents the outside economic ownership interest of Qatar, WLL of less than 3.0%. |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods, as well as certain financial statement disclosures. The estimates that are particularly significant to the financial statements include estimates related to the Company’s use of the percentage-of-completion method, as well as the Company’s valuation of goodwill, intangibles, stock-based compensation, litigation accruals, income tax valuation allowance and uncertain tax positions. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, future results could differ from these estimates. Further, volatile equity and energy markets combine to increase uncertainty in such estimates and assumptions. As such, estimates and assumptions are adjusted when facts and circumstances dictate, and any changes will be reflected in the financial statements in future periods. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on-hand and highly-liquid investments purchased with original maturities of three months or less. |
Restricted Cash | Restricted Cash cash of in $1.5 million current and none in long-term assets. cash of $0.1 million and $1.5 million, in current and long-term assets. The restricted cash of $1.5 million in current assets is primarily used to collateralize a performance |
Accounts Receivable | Trade accounts receivable are recognized as customers are billed in accordance with customer contractual agreements. The Company reports an allowance for credit losses for probable credit losses existing in accounts receivable. Management determines the allowance for credit losses based on historical loss experience, current and future economic conditions, and reasonable assumptions |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consists of (i) telecommunication and computer equipment, (ii) furniture and other office equipment, (iii) leasehold improvements, (iv) building and (v) land. All property, plant and equipment, excluding land, is depreciated and stated at acquisition cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful lives of the respective assets, which range from one to forty years. The Company assesses the value of property, plant and equipment for impairment when the Company determines that events and circumstances indicate that the recorded carrying value may not be recoverable. An impairment is determined by comparing estimated future net undiscounted cash flows to the carrying value at the time of the assessment. No impairment to property, plant and equipment was recorded in the years ended December 31, 2020, 2019 or 2018. Maintenance and repair costs are charged to expense when incurred. |
Intangibles | Intangibles Intangibles consist of customer relationships, covenants-not-to-compete, brand name, licenses, developed technology, and backlog acquired as part of the Company’s acquisitions. Intangibles also include internal-use software. The Company’s intangibles have useful lives ranging from 5.0 to 20.0 years and are amortized on a straight-line basis. The Company assesses the value of intangibles for impairment when the Company determines that events and circumstances indicate that the recorded carrying value may not be recoverable. An impairment is determined by comparing estimated future net undiscounted cash flows to the carrying value at the time of the assessment. The Company identified a triggering event in the Apps & IoT segment associated with Cyphre as a result of market conditions. This circumstance resulted in a reduction in the Company’s cash flow projections during a revision of the internal forecast. The Company performed a recoverability analysis and determined the carrying value of the intangibles acquired with the Cyphre acquisition, which included trade name, customer relationship and developed technology, was in excess of its recoverable value and recognized an impairment of $3.8 million in the year ended December 31, 2020. No impairment to intangibles was recorded in the years ended December 31, 2019 and 2018 |
Goodwill | 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, as of July 31, with additional evaluations being performed when events or circumstances indicate that the carrying value of these assets may not be recoverable. The goodwill impairment test is used to identify potential impairment by comparing the fair value of each reporting unit to the book value of the reporting The oil and gas industry experienced an unprecedented disruption as a result of a combination of factors, including COVID-19 pandemic and disagreements between the members of OPEC in March 2020 regarding reduction on production of oil. These market conditions significantly impacted the Company’s internal forecast. As a result, the Company performed an interim goodwill impairment test in the first quarter of 2020. The Company used the income approach to estimate the fair value of its reporting units, but also considered the market approach to validate the results. The income approach estimates the fair value by discounting each reporting unit’s estimated future cash flows using the Company’s discount rate. Some of the significant assumptions inherent in the income approach include the estimated future net annual cash flows for each reporting unit and the discount rate. The Company selected the assumptions used in the discounted cash flow projections using historical information with supplemental data by current and anticipated market conditions and estimated growth rates. The Company's estimates are based upon assumptions believed to be reasonable. The Company determined that the carrying amount in two of our reporting units was in excess of their fair value which resulted in a goodwill impairment charge of $23.1 million . The charge fully impairs goodwill previously reported in MCS of $21.8 million and Systems Integration of $1.4 million . The Company performs its annual impairment test on July 31 of each year, with the most recent annual test being performed as of July 31, 2020 Apps & IoT had $20.5 million of goodwill as of December 31, 2020, and fair value exceeded carrying value by over 100% as of the July 31, 2020 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 n o 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. As of December 31, 2020 and 2019, goodwill was $20.5 million and $46.8 million |
Long-Term Debt | Long-Term Debt Long-term debt is recognized in the consolidated balance sheets, net of costs incurred, in connection with obtaining debt financing. Debt financing costs are deferred and reported as a reduction to the principal amount of the debt. Such costs are amortized over the life of the debt using the effective interest rate method and included in interest expense in the Company’s consolidated financial statements. |
Revenue Recognition | Revenue 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 - MCS and Apps & IoT MCS and Apps & IoT customers are primarily served under fixed-price contracts, either on a monthly, usage or day rate basis or for equipment sales and consulting services. Contracts are generally in the form of Master Service Agreements, or MSAs, with specific services being provided under individual service orders. Offshore contracts generally have a term of up to five years with renewal options. Land-based contracts are generally shorter term or terminable on short notice without a penalty. Service orders are executed under the MSA for individual remote sites or groups of sites, and generally permit early termination on short notice without penalty in the event of force majeure, breach of the 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 MCS and Apps & IoT contracts. Revenue for contracts is generally recognized over time as service is transferred to the customer and the Company expects to be entitled to the agreed monthly, usage or day rate basis 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 – SI Revenues related to long-term, fixed-price SI contracts for customized network solutions are recognized based on the cost to cost method (formerly known as 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 SI solution represents the single performance obligation under SI contracts. Progress towards completion on fixed-price contracts is measured based on the ratio of costs incurred to total estimated contract costs (the cost-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 (CIEB). SI contracts are billed in accordance with the terms of the contract which are typically either based on milestones or specified time intervals. As of December 31, 2020 and 2019, the amount of CIEB related to Systems Integration projects was $12.0 million and $13.3 million, respectively. Under long-term contracts, amounts recorded in CIEB may not be realized or paid, respectively, within a one-year period. As of December Variable Consideration – SI - The Company records revenue on contracts relating to certain probable claims and unapproved change orders by including in revenue an amount less than or equal to the amount of costs incurred to date relating to these probable claims and unapproved change orders, thus recognizing no profit until such time as claims are finalized or change orders are approved. The amount of unapproved change orders and claim revenues is included in the Company’s Consolidated Balance Sheets as part of CIEB. No material unapproved change orders or claims revenue was included in CIEB as of December 31, 2020 and 2019. As new facts become known, an adjustment to the estimated recovery is made and reflected in the current period. Backlog - As of December 31, 2020, we had backlog for our percentage of completion projects of $7.7 million , which will be recognized over the remaining contract term for each contract. Percentage of completion contract terms are typically one to three years. As of December 31, 2019, we had backlog for our percentage of completion projects of $26.2 million. |
Leases | Leases Effective with adoption of Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (the new lease standard) on January 1, 2019, we determine if an arrangement is a lease at inception. Operating leases right-of-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 consolidated balance sheets. Finance leases are included in property, plant and equipment; current maturities of long-term debt; and long-term debt on our 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 RCF 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. |
Stock-Based Compensation | Stock-Based Compensation |
Taxes | Taxes Current income taxes are determined based on the tax laws and rates in effect in the jurisdictions and countries that the Company operates in and revenue is earned. Deferred income taxes reflect the tax effect of net operating losses, foreign tax credits and the tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes, as determined under enacted tax laws and rates. Valuation allowances are established when management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. In the normal course of business, the Company prepares and files tax returns based on interpretation of tax laws and regulations, which are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities. The Company evaluates its tax positions and recognize only tax benefits for financial purposes that, more likely than not, will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The Company has elected to include income tax related interest and penalties as a component of income tax expense. |
Foreign Currency Translation | Foreign Currency Translation The U.S. dollar serves as the currency of measurement and reporting for the Company’s consolidated financial statements. The Company has certain subsidiaries with functional currencies of Norwegian Kroner, British Pound Sterling, or Brazilian Real. The functional currency of all the Company’s other subsidiaries is the U.S. dollar. Transactions occurring in currencies other than the functional currency of a subsidiary have been converted to the functional currency of that subsidiary at the exchange rate in effect at the transaction date with resulting gains and losses included in current earnings. Carrying values of monetary assets and liabilities in functional currencies other than U.S. dollars have been translated to U.S. dollars based on the U.S. exchange rate at the balance sheet date and the resulting foreign currency translation gain or loss is included in comprehensive income (loss) in |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13), which measures credit losses on most financial assets and certain other instruments that are not measured at fair value through net income. The update amends the impairment model to utilize a current expected credit loss (CECL) methodology in place of the incurred loss methodology for financial instruments, including trade receivables. The amendment requires entities to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses. Companies applied this standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The new standard is effective for interim and annual reporting periods after December 15, 2019. The Company adopted the guidance effective January 1, 2020, and the guidance did not have a material impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issues ASU No. 2017-04 (ASU 2017-04), which removes the requirement to compare the implied fair value of the goodwill with its carrying amount as part of step two of the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The ASU is effective for impairments tests in annual and interim reporting periods beginning after December 15, 2019. The Company adopted the guidance effective January 1, 2020 and utilized the ASU in the impairment of goodwill in the current year . In August 2018, the FASB issued ASU No. 2018-13 (ASU 2018-13), 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. In August 2018, the FASB issued ASU No. 2018-15 (ASU 2018-15), 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 adopted the guidance effective January 1, 2020 and the guidance did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the Financial Accounting Standards Board issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard eliminates certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The new guidance also clarifies certain aspects of the existing guidance, among other things. The standard became effective for interim and annual periods beginning after December 15, 2020 and shall be applied on either a prospective basis, a retrospective basis for all periods presented, or a modified retrospective basis through a cumulative-effect adjustment to retained earnings depending on which aspects of the new standard are applicable to an entity. The Company adopted the new standard on January 1, 2021 on a prospective basis, which did not have a material impact on its financial position, results of operations, or cash flows. |
Business and Credit Concentra_2
Business and Credit Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Risks And Uncertainties [Abstract] | |
Accounts Receivables, Allowance for Doubtful Accounts | 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, historical experience, current economic conditions, Year Ended December 31, 2020 2019 2018 (in thousands) Accounts receivable $ 57,748 $ 71,165 $ 71,649 Allowance for doubtful accounts, January 1, (4,106 ) (4,199 ) (2,975 ) Current year provision for doubtful accounts (546 ) (1,786 ) (2,660 ) Write-offs 1,528 1,879 1,436 Allowance for doubtful accounts, December 31, (3,124 ) (4,106 ) (4,199 ) Accounts receivable, net $ 54,624 $ 67,059 $ 67,450 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill Balances and Changes | Goodwill balances and changes therein, by reportable segment, as of and for the years ended December 31, 2020 and 2019 are presented below Managed Communication Services Applications and Internet- of-Things Systems Integration Total (in thousands) Balance, January 1, 2019 $ 22,479 $ 22,765 $ 1,387 $ 46,631 Foreign currency translation 472 (311 ) - 161 Balance, December 31, 2019 22,951 22,454 1,387 46,792 Impairment of Goodwill (21,754 ) (1,387 ) (23,141 ) Foreign currency translation (1,197 ) (1,975 ) - (3,172 ) Balance, December 31, 2020 $ - $ 20,479 $ - $ 20,479 |
Intangibles Activities | The following table reflects intangibles activities for the years ended December 31, 2020 and 2019: Brand Name Backlog Customer Relation- ships Software Licenses Developed Technology Covenant Not to Compete Customer Contracts Total (in thousands, except estimated lives) Intangibles Acquired 8,783 3,282 33,737 13,930 3,751 14,851 3,040 191 81,565 Accumulated amortization and foreign currency translation, January 1, 2019 (5,100 ) (3,282 ) (22,441 ) (10,485 ) (1,928 ) (3,544 ) (861 ) (191 ) (47,832 ) Balance, January 1, 2019 3,683 - 11,296 3,445 1,823 11,307 2,179 - 33,733 Additions - - - 717 - 5,021 - - 5,738 Amortization expense (838 ) - (2,623 ) (2,447 ) (285 ) (2,175 ) (608 ) - (8,976 ) Foreign currency translation (51 ) - (44 ) 45 (64 ) (236 ) - - (350 ) Balance, December 31, 2019 2,794 - 8,629 1,760 1,474 13,917 1,571 - 30,145 Accumulated amortization and foreign currency translation, December 31, 2019 (5,989 ) (3,282 ) (25,108 ) (12,887 ) (2,277 ) (5,955 ) (1,469 ) (191 ) (57,158 ) Additions - - - 329 224 2,058 - - 2,611 Amortization expense (457 ) - (1,938 ) (1,299 ) (437 ) (2,266 ) (608 ) - (7,005 ) Impairment (814 ) (170 ) - - (2,852 ) - - (3,836 ) Foreign currency translation (316 ) - (80 ) 22 66 (1,587 ) - - (1,895 ) Balance, December 31, 2020 $ 1,207 $ - $ 6,441 $ 812 $ 1,327 $ 9,270 $ 963 $ - $ 20,020 Accumulated amortization and foreign currency translation, December 31, 2020 (6,762 ) (3,282 ) (27,126 ) (14,164 ) (2,648 ) (9,808 ) (2,077 ) (191 ) (66,058 ) Weighted average estimated lives (years) 7.0 - 7.0 5.0 15.3 5.0 7.0 - |
Amortization Expense for Intangibles | The following table sets forth amortization expense for intangible assets existing at December 31, 2020 over the next five years (in thousands): 2021 5,266 2022 4,986 2023 4,342 2024 3,528 2025 1,107 Thereafter 791 $ 20,020 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consists of the following Estimated December 31, Lives 2020 2019 (in years) (in thousands) Telecommunication and computer equipment 1 - 5 $ 194,964 $ 189,209 Furniture and other 5 - 7 13,894 13,684 Building 10 - 40 6,345 6,225 Land - 1,359 1,321 216,562 210,439 Less: Accumulated depreciation (167,912 ) (150,321 ) $ 48,650 $ 60,118 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Long-Term Debt Arrangements | As of December 31, 2020 and 2019, the following credit facilities and long-term debt arrangements with financial institutions were in place: December 31, 2020 2019 (in thousands) Term loan $ 10,000 $ 5,000 Term-Out Loan - 25,500 Revolving credit facility (RCF) 74,700 77,150 Vendor Finance Arrangement 2,098 - Paycheck Protection Program Loan 6,298 - Unamortized deferred financing costs (573 ) (466 ) Finance lease 376 543 92,899 107,727 Less: Current maturities of long-term debt (7,646 ) (10,627 ) Current maturities of Vendor Finance Arrangement (1,064 ) - Current maturities of finance lease (166 ) (166 ) $ 84,023 $ 96,934 |
Aggregate Principal Maturities of Long-Term Debt | The following table sets forth the aggregate principal maturities of long-term debt, net of deferred financing cost amortization as of December 31, 2020 (in thousands): 2021 8,876 2022 83,863 2023 160 Total debt, including current maturities $ 92,899 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Lease Obligations | As of December 31, 2020, the future undisclosed minimum lease obligation maturities were as follows (in thousands): 2021 1,862 2022 1,334 2023 1,264 2024 1,202 2025 854 Thereafter 2,168 Total lease payments $ 8,684 Less present value discount (1,326 ) Amounts recognized in Balance Sheet $ 7,358 Amounts recognized in Balance Sheet Deferred revenue and other current liabilities 1,817 Right-of-use lease liability - long-term portion 5,541 Total right-to-use lease liability $ 7,358 |
Commercial Commitments Related to Satellite and Network Services | As of December 31, 2020, the Company had the following commercial commitments related to satellite and network services (in thousands): 2021 22,807 2022 9,348 2023 686 2024 195 2025 172 $ 33,208 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Assumptions Used for Stock Option Grants | The assumptions used for grants made in the years ended December 31, 2020 and 2019 were as follows: Year Ended December 31, 2020 2019 Expected volatility 51 % 49% to 51% Expected term (in years) 7 7 Risk-free interest rate 1.78 % 1.71% to 2.53% Dividend yield - - |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity as of and for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Number of Underlying Shares Weighted Average Exercise Price Number of Underlying Shares Weighted Average Exercise Price Number of Underlying Shares Weighted Average Exercise Price (in thousands, except per share amounts) Balance, January 1, 410 $ 17.12 324 $ 20.41 381 $ 21.37 Granted 10 $ 6.20 106 $ 8.30 60 $ 13.50 Exercised - $ - (1 ) $ 4.39 (60 ) $ 16.15 Forfeited (18 ) $ 12.81 (16 ) $ 12.90 (53 ) $ 23.89 Expired (11 ) $ 7.58 (3 ) $ 1.94 (4 ) $ 6.55 Balance, December 31, 391 $ 16.91 410 $ 17.12 324 $ 20.41 Exercisable, December 31, 292 $ 19.54 239 $ 22.09 204 $ 23.41 Year Ended December 31, 2020 2019 2018 (in thousands) Intrinsic value of options exercised $ - $ 5 $ 1,297 Fair value of options vested $ 390 $ 511 $ 950 |
Summary of Company's RSU, PSU and Restricted Stock Activity | The following table summarizes the Company’s RSU, PSU and restricted stock activity as of and for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 (in thousands) Balance, January 1, 1,537 411 Granted 1,949 1,489 Vested (1,403 ) (332 ) Forfeited (81 ) (31 ) Balance, December 31, 2,002 1,537 |
Summary of Changes in Unvested Equity Awards, including Stock Options, RSUs, PSUs and Restricted Stock | The following is a summary of changes in unvested equity awards, including stock options, RSUs, PSUs and restricted stock, as of and for the years ended December 31, 2020, 2019 and 2018: Number of Underlying Shares Weighted Average Grant Date Fair Value (in thousands) Unvested equity awards, January 1, 2018 296 $ 24.13 Granted 519 $ 14.03 Vested (259 ) $ 22.03 Forfeited (200 ) $ 12.41 Unvested equity awards, December 31, 2018 356 $ 17.52 Granted 1,595 $ 8.76 Vested (272 ) $ 7.33 Forfeited (47 ) $ 16.10 Unvested equity awards, December 31, 2019 1,632 $ 10.70 Granted 1,959 $ 1.92 Vested (1,333 ) $ 4.92 Forfeited (99 ) $ 11.87 Unvested equity awards, December 31, 2020 2,159 $ 6.24 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerators and Denominators of the Basic and Diluted Per Share | The following table provides a reconciliation of the numerators and denominators of the basic and diluted per share computations for net income attributable to RigNet, Inc. common stockholders: Year Ended December 31, 2020 2019 2018 (in thousands) Net loss attributable to RigNet, Inc. common stockholders $ (45,808 ) $ (19,156 ) $ (62,453 ) Weighted average shares outstanding, basic 20,622 19,832 18,713 Effect of dilutive securities - - - Weighted average shares outstanding, diluted 20,622 19,832 18,713 Net loss per share attributable to RigNet, Inc. common stockholders, basic $ (2.22 ) $ (0.97 ) $ (3.34 ) Net loss per share attributable to RigNet, Inc. common stockholders, diluted $ (2.22 ) $ (0.97 ) $ (3.34 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Company's Business Segment Information | The Company’s reportable segment information as of and for the years ended December 31, 2020, 2019 and 2018 is presented below. Managed Communications Services Applications and Internet- of-Things Systems Integration Corporate and Eliminations Consolidated Total (in thousands) 2020 Revenue $ 135,754 $ 34,458 $ 37,709 $ - $ 207,921 Cost of revenue (excluding depreciation and amortization) 86,825 14,520 28,985 - 130,330 Depreciation and amortization 18,707 4,544 638 2,645 26,534 Impairment of Goodwill and Intangible Assets 21,755 3,836 1,386 - 26,977 Change in fair value of earn-out/ contingent consideration - - - 4,048 4,048 Selling, general and administrative 10,310 5,955 1,500 35,676 53,441 Operating income (loss) $ (1,843 ) $ 5,603 $ 5,200 $ (42,369 ) $ (33,409 ) Total assets 113,014 30,566 21,810 17,417 182,807 Capital expenditures 8,368 2,483 25 607 11,483 2019 Revenue $ 164,857 $ 35,368 $ 42,706 $ - $ 242,931 Cost of revenue (excluding depreciation and amortization) 100,394 17,239 32,120 - 149,753 Depreciation and amortization 21,403 4,892 1,627 3,207 31,129 Change in fair value of earn-out/ contingent consideration - - - 2,499 2,499 Gain on sales of property, plant and equipment, net of retirements - - - (4,240 ) (4,240 ) Selling, general and administrative 13,288 4,551 2,530 45,491 65,860 Operating income (loss) $ 29,772 $ 8,686 $ 6,429 $ (46,957 ) $ (2,070 ) Total assets 155,807 42,758 29,124 23,291 250,980 Capital expenditures 22,165 2,083 - 1,267 25,515 2018 Revenue $ 171,574 $ 25,713 $ 41,567 $ - $ 238,854 Cost of revenue (excluding depreciation and amortization) 105,101 13,386 28,116 - 146,603 Depreciation and amortization 22,759 4,570 2,511 3,314 33,154 Change in fair value of earn-out/ contingent consideration - - - 3,543 3,543 GX dispute - - - 50,612 50,612 Selling, general and administrative 16,448 1,961 1,698 45,930 66,037 Operating income (loss) $ 27,266 $ 5,796 $ 9,242 $ (103,399 ) $ (61,095 ) Total assets 171,503 47,175 24,094 16,153 258,925 Capital expenditures 29,058 759 - 706 30,523 |
Revenue Earned from Domestic and International Operations | The following table presents revenue earned from the Company’s domestic and international operations for the years ended December 31, 2020, 2019 and 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. Year Ended December 31, 2020 2019 2018 (in thousands) Domestic $ 85,716 $ 106,276 $ 106,189 International 122,205 136,655 132,665 Total $ 207,921 $ 242,931 $ 238,854 |
Long - Lived Assets, Net of Accumulated Depreciation for Both Domestic and International Operations | The following table presents goodwill and long-lived assets for the Company’s domestic and international operations as of December 31, 2020 and 2019 December 31, 2020 2019 (in thousands) Domestic $ 58,334 $ 76,253 International 36,844 67,631 Total $ 95,178 $ 143,884 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of the Income Tax Expense | The components of the income tax expense are: Year Ended December 31, 2020 2019 2018 (in thousands) Current: Federal $ 2 $ — $ — State 281 412 659 Foreign 3,294 5,544 4,174 Total current 3,577 5,956 4,833 Deferred: Federal (192 ) (120 ) (411 ) State 32 (268 ) (1 ) Foreign 3,147 5,177 (7,167 ) Total deferred 2,987 4,789 (7,579 ) Income tax expense (benefit) $ 6,564 $ 10,745 $ (2,746 ) |
Income (Loss) Before Income Taxes | The following table sets forth the components of income (loss) before income taxes: Year Ended December 31, 2020 2019 2018 (in thousands) Income (loss) before income taxes: United States $ (25,766 ) $ (13,486 ) $ (63,266 ) Foreign (13,198 ) 5,445 (1,794 ) $ (38,964 ) $ (8,041 ) $ (65,060 ) |
Income Tax Expense | Income tax expense differs from the amount computed by applying the statutory federal income tax rate of 21.0% Year Ended December 31, 2020 2019 2018 (in thousands) United States statutory federal income tax rate $ (8,183 ) $ (1,689 ) $ (13,663 ) Non-deductible expenses (7 ) 515 592 Impact of impairments 5,465 - - Deferred earnout adjustment 1,479 703 1,253 Noncash compensation 1,282 27 359 Changes in valuation allowances 7,083 7,443 7,920 Tax credits - (1,863 ) (1,025 ) State taxes 223 (58 ) 74 Effect of operating in foreign jurisdictions (722 ) 2,737 1,545 Reduction of federal corporate tax rate - - 1,823 Changes in prior year estimates 1,178 526 (66 ) Changes in uncertain tax benefits (1,539 ) 1,135 (1,506 ) Revisions of deferred tax accounts 187 1,217 (56 ) Other 118 52 4 Income tax expense (benefit) $ 6,564 $ 10,745 $ (2,746 ) |
Significant Components of the Deferred Tax Assets and Liabilities | The Company’s deferred tax position reflects the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. Significant components of the deferred tax assets and liabilities are as follows: December 31, 2020 2019 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 32,668 $ 27,238 Federal, state and foreign tax credits 11,764 13,964 Depreciation and amortization 13,770 12,396 Unrealized loss on functional currency 897 1,298 Allowance for doubtful accounts 1,725 1,495 Accruals not currently deductible 1,097 1,739 Stock-based compensation 831 1,450 Interest expense carryforwards 1,769 1,738 Lease liability 1,530 1,770 Deferred revenue 750 - Other 1,058 1,375 Valuation allowance (65,451 ) (58,366 ) Total deferred tax assets 2,408 6,097 Deferred tax liabilities: Depreciation and amortization (1,671 ) (1,714 ) Right-of-use lease asset (1,530 ) (1,770 ) Accrual to cash adjustment (556 ) - Other (403 ) (266 ) Total deferred tax liabilities (4,160 ) (3,750 ) Net deferred tax assets $ (1,752 ) $ 2,347 |
Net Operating Loss and Tax Credit Carryforwards | As of December 31, 2020, the Company’s as filed net operating loss and tax credit carryforwards were as follows: Jurisdiction Expiration Period Begins Net Operating Loss Carryforwards Tax Credit Carryforwards (in thousands) U.S. Federal 2036 $ 20,263 $ - U.S. Federal Indefinite 66,469 - U.S. Federal 2020 - 9,930 U.S. State 2021 10,075 - Non-U.S. Indefinite 53,775 - Non-U.S. 2024 1,702 - $ 152,284 $ 9,930 |
Summary of Deferred Tax Valuation Allowances | As of December 31, 2020, the Company’s valuation allowances were as follows: Jurisdiction Valuation Allowances (in thousands) United States $ 42,921 Australia 4,108 Norway 9,627 United Kingdom 3,435 Brazil 2,942 Mexico 1,274 Other 1,144 $ 65,451 |
Changes in the Company's Gross Unrecognized Tax Benefits | Changes in the Company’s gross unrecognized tax benefits are as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Balance, January 1, $ 6,639 $ 7,497 $ 9,637 Additions for the current year tax - - - Additions related to prior years 54 1,027 - Reductions related to lapses in statute of limitations (1,290 ) (1,885 ) (1,262 ) Reductions related to prior years - - (878 ) Balance, December 31, $ 5,403 $ 6,639 $ 7,497 |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Maturities of cash on-hand and highly-liquid investments purchased | three months or less | |||
Restricted cash, current | $ 1,500,000 | $ 42,000 | $ 41,000 | |
Restricted cash, long-term assets | 1,522,000 | 1,544,000 | ||
Impairment of property, plant and equipment | 0 | 0 | 0 | |
Impairment of intangibles | 3,836,000 | 0 | 0 | |
Impairment of goodwill | 23,141,000 | |||
Goodwill | 20,479,000 | 46,792,000 | 46,631,000 | |
Revenue recognized from customers | 1,000,000 | 1,000,000 | ||
Retention included in Accounts Receivable | 3,600,000 | 2,600,000 | ||
Systems Integration Projects [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Costs and estimated earnings | 12,000,000 | 13,300,000 | ||
Backlog from revenue contract | 7,700,000 | 26,200,000 | ||
Systems Integration [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Impairment of goodwill | 1,387,000 | |||
Goodwill | 1,400,000 | 1,387,000 | 1,387,000 | |
Managed Communication Services [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Goodwill | 21,800,000 | |||
Applications and Internet-of-Things [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Goodwill | 20,479,000 | 22,454,000 | $ 22,765,000 | |
Applications and Internet-of-Things [Member] | Goodwill [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of fair value of goodwill in excess of carrying amount | 100.00% | |||
Current assets [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted cash, current | 1,500,000 | 100,000 | ||
Long-term assets [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted cash, long-term assets | $ 0 | $ 1,500,000 | ||
Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Expected useful lives | 40 years | |||
Intangible assets useful life | 20 years | |||
Maximum [Member] | Systems Integration Projects [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Remaining contract term | 1 year | |||
Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Expected useful lives | 1 year | |||
Intangible assets useful life | 5 years | |||
Minimum [Member] | Systems Integration Projects [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Remaining contract term | 3 years | |||
Viasat Inc. [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Equity interest issued or issuable by acquirer | $ 222,000,000 | |||
Exchange ratio | 0.1845 | |||
Premium percentage over closing price | 17.90% | |||
Non-controlling interest of subsidiaries | 5.70% | |||
Rignet Qatar WLL [Member] | Maximum [Member] | Consolidated Entity Excluding Variable Interest Entities (VIE) [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Non-controlling interest of subsidiaries | 3.00% | 3.00% | 3.00% |
Business and Credit Concentra_3
Business and Credit Concentrations - Accounts Receivables, Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Risks And Uncertainties [Abstract] | |||
Accounts receivable | $ 57,748 | $ 71,165 | $ 71,649 |
Allowance for doubtful accounts, January 1, | (4,106) | (4,199) | (2,975) |
Current year provision for doubtful accounts | (546) | (1,786) | (2,660) |
Write-offs | 1,528 | 1,879 | 1,436 |
Allowance for doubtful accounts, December 31, | (3,124) | (4,106) | (4,199) |
Accounts receivable, net | $ 54,624 | $ 67,059 | $ 67,450 |
Business and Credit Concentra_4
Business and Credit Concentrations - Additional Information (Detail) - Sales Revenue, Net [Member] - Customer | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Percentage of revenue generated from top five customers | 31.20% | 25.90% | 23.00% |
Number of significant customers | 0 | 0 | 0 |
Royal Dutch [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Maximum percentage of revenue generated from single customer | 10.00% | 10.00% | 10.00% |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Thousands, R$ in Millions | Mar. 23, 2018USD ($) | Mar. 23, 2018BRL (R$) | May 31, 2019USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||
Non-cash investing - contingent consideration for acquisitions | $ 7,600 | |||||
Change in fair value | $ 4,048 | $ 2,499 | $ 3,543 | |||
General and Administrative Expenses [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition related costs | 500 | |||||
Intelie Solucoes Em Informatica S A [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price | $ 18,100 | |||||
Amount paid for acquisition | 3,200 | R$ 10.6 | ||||
Stock issued for acquisition | 7,300 | $ 3,000 | ||||
Contingent consideration earn-out, estimated payment | 7,600 | 13,800 | ||||
Estimate maximum earn-out payable in stock | $ 17,000 | |||||
Number of stock Issued for acquisition | shares | 208,356 | |||||
Maximum remaining earn-out consideration | 13,900 | |||||
Business combination, contingent consideration, liability, current | 13,800 | |||||
Business combination, contingent consideration, liability, noncurrent | 13,800 | |||||
Change in fair value | 3,900 | 2,900 | ||||
Intelie Solucoes Em Informatica S A [Member] | Earn Out Payment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Non-cash investing - contingent consideration for acquisitions | 3,000 | |||||
Intelie Solucoes Em Informatica S A [Member] | Interest Expense [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accreted interest expense on earn-out liability | 200 | $ 200 | ||||
Viasat [Member] | General and Administrative Expenses [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition related costs | $ 1,800 |
Goodwill and Intangibles - Good
Goodwill and Intangibles - Goodwill Balances and Changes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 46,792 | $ 46,631 |
Impairment of Goodwill | (23,141) | |
Foreign currency translation | (3,172) | 161 |
Ending Balance | 20,479 | 46,792 |
Managed Communication Services [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 22,951 | 22,479 |
Impairment of Goodwill | (21,754) | |
Foreign currency translation | (1,197) | 472 |
Ending Balance | 22,951 | |
Applications and Internet-of-Things [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 22,454 | 22,765 |
Foreign currency translation | (1,975) | (311) |
Ending Balance | 20,479 | 22,454 |
Systems Integration [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 1,387 | 1,387 |
Impairment of Goodwill | (1,387) | |
Ending Balance | $ 1,400 | $ 1,387 |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Impairment [Line Items] | |||
Impairment of goodwill | $ 23,141 | ||
Goodwill | 20,479 | $ 46,792 | $ 46,631 |
Managed Communication Services [Member] | |||
Goodwill And Intangible Assets Impairment [Line Items] | |||
Goodwill | 21,800 | ||
Systems Integration [Member] | |||
Goodwill And Intangible Assets Impairment [Line Items] | |||
Impairment of goodwill | 1,387 | ||
Goodwill | $ 1,400 | $ 1,387 | $ 1,387 |
Goodwill and Intangibles - Inta
Goodwill and Intangibles - Intangibles Activities (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | |||
Intangibles Acquired | $ 81,565,000 | ||
Accumulated amortization and foreign currency translation, January 1, 2019 | $ (66,058,000) | $ (57,158,000) | (47,832,000) |
Beginning Balance | 30,145,000 | 33,733,000 | |
Additions | 2,611,000 | 5,738,000 | |
Amortization expense | (7,005,000) | (8,976,000) | |
Impairment | (3,836,000) | 0 | 0 |
Foreign currency translation | (1,895,000) | (350,000) | |
Ending Balance | 20,020,000 | 30,145,000 | 33,733,000 |
Brand Name [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangibles Acquired | 8,783,000 | ||
Accumulated amortization and foreign currency translation, January 1, 2019 | (6,762,000) | (5,989,000) | (5,100,000) |
Beginning Balance | 2,794,000 | 3,683,000 | |
Amortization expense | (457,000) | (838,000) | |
Impairment | (814,000) | ||
Foreign currency translation | (316,000) | (51,000) | |
Ending Balance | $ 1,207,000 | 2,794,000 | 3,683,000 |
Weighted average estimated lives (years) | 7 years | ||
Backlog [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangibles Acquired | 3,282,000 | ||
Accumulated amortization and foreign currency translation, January 1, 2019 | $ (3,282,000) | (3,282,000) | (3,282,000) |
Weighted average estimated lives (years) | 0 years | ||
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangibles Acquired | 33,737,000 | ||
Accumulated amortization and foreign currency translation, January 1, 2019 | $ (27,126,000) | (25,108,000) | (22,441,000) |
Beginning Balance | 8,629,000 | 11,296,000 | |
Amortization expense | (1,938,000) | (2,623,000) | |
Impairment | (170,000) | ||
Foreign currency translation | (80,000) | (44,000) | |
Ending Balance | $ 6,441,000 | 8,629,000 | 11,296,000 |
Weighted average estimated lives (years) | 7 years | ||
Software [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangibles Acquired | 13,930,000 | ||
Accumulated amortization and foreign currency translation, January 1, 2019 | $ (14,164,000) | (12,887,000) | (10,485,000) |
Beginning Balance | 1,760,000 | 3,445,000 | |
Additions | 329,000 | 717,000 | |
Amortization expense | (1,299,000) | (2,447,000) | |
Foreign currency translation | 22,000 | 45,000 | |
Ending Balance | $ 812,000 | 1,760,000 | 3,445,000 |
Weighted average estimated lives (years) | 5 years | ||
Licenses [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangibles Acquired | 3,751,000 | ||
Accumulated amortization and foreign currency translation, January 1, 2019 | $ (2,648,000) | (2,277,000) | (1,928,000) |
Beginning Balance | 1,474,000 | 1,823,000 | |
Additions | 224,000 | ||
Amortization expense | (437,000) | (285,000) | |
Foreign currency translation | 66,000 | (64,000) | |
Ending Balance | $ 1,327,000 | 1,474,000 | 1,823,000 |
Weighted average estimated lives (years) | 15 years 3 months 18 days | ||
Developed Technology [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangibles Acquired | 14,851,000 | ||
Accumulated amortization and foreign currency translation, January 1, 2019 | $ (9,808,000) | (5,955,000) | (3,544,000) |
Beginning Balance | 13,917,000 | 11,307,000 | |
Additions | 2,058,000 | 5,021,000 | |
Amortization expense | (2,266,000) | (2,175,000) | |
Impairment | (2,852,000) | ||
Foreign currency translation | (1,587,000) | (236,000) | |
Ending Balance | $ 9,270,000 | 13,917,000 | 11,307,000 |
Weighted average estimated lives (years) | 5 years | ||
Covenant Not To Compete [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangibles Acquired | 3,040,000 | ||
Accumulated amortization and foreign currency translation, January 1, 2019 | $ (2,077,000) | (1,469,000) | (861,000) |
Beginning Balance | 1,571,000 | 2,179,000 | |
Amortization expense | (608,000) | (608,000) | |
Ending Balance | $ 963,000 | 1,571,000 | 2,179,000 |
Weighted average estimated lives (years) | 7 years | ||
Customer Contracts [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangibles Acquired | 191,000 | ||
Accumulated amortization and foreign currency translation, January 1, 2019 | $ (191,000) | $ (191,000) | $ (191,000) |
Weighted average estimated lives (years) | 0 years |
Goodwill and Intangibles - Amor
Goodwill and Intangibles - Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
2021 | $ 5,266 | ||
2022 | 4,986 | ||
2023 | 4,342 | ||
2024 | 3,528 | ||
2025 | 1,107 | ||
Thereafter | 791 | ||
Total amortization expense of intangibles | $ 20,020 | $ 30,145 | $ 33,733 |
Property, Plant and Equipment -
Property, Plant and Equipment - Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 216,562 | $ 210,439 |
Less: Accumulated depreciation | (167,912) | (150,321) |
Property, Plant and Equipment, Net | $ 48,650 | 60,118 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Lives | 1 year | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Lives | 40 years | |
Telecommunication and Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 194,964 | 189,209 |
Telecommunication and Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Lives | 1 year | |
Telecommunication and Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Lives | 5 years | |
Furniture and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 13,894 | 13,684 |
Furniture and Other [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Lives | 5 years | |
Furniture and Other [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Lives | 7 years | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,345 | 6,225 |
Building [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Lives | 10 years | |
Building [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Lives | 40 years | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,359 | $ 1,321 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment Useful Life And Values [Abstract] | |||
Depreciation expense | $ 19,500,000 | $ 22,200,000 | $ 23,400,000 |
Impairment of property, plant and equipment | $ 0 | $ 0 | $ 0 |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facilities and Long-Term Debt Arrangements (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Term loan | $ 10,000 | $ 5,000 |
Term-Out Loan | 25,500 | |
Revolving credit facility (RCF) | 74,700 | 77,150 |
Vendor Finance Arrangement | 2,098 | |
Paycheck Protection Program Loan | 6,298 | |
Unamortized deferred financing costs | (573) | (466) |
Finance lease | 376 | 543 |
Total debt, including current maturities | 92,899 | 107,727 |
Less: Current maturities of long-term debt | (7,646) | (10,627) |
Current maturities of Vendor Finance Arrangement | (1,064) | |
Current maturities of finance lease | (166) | (166) |
Long-term debt, non current portion | $ 84,023 | $ 96,934 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) $ in Thousands | Feb. 21, 2020USD ($)Institution | May 31, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2016USD ($) |
Debt Instrument [Line Items] | |||||||
Number of participating financial institutions | Institution | 4 | ||||||
Line of credit outstanding amount | $ 74,700 | $ 77,150 | |||||
Maturity of Term Loan / Maturity date | Jan. 31, 2023 | ||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||||
Supplementary leverage ratio | 0.0276 | ||||||
Weighted average interest rate | 6.00% | ||||||
Fixed Charge Coverage Ratio | 2.00% | ||||||
Vendor finance agreement , outstanding amount | $ 2,100 | ||||||
Quarterly payments | 300 | ||||||
Proceeds from borrowings | 15,550 | 49,498 | $ 23,750 | ||||
Performance bonds outstanding amount | 4,300 | 6,400 | |||||
Surety bonds and similar instruments outstanding | $ 2,000 | 1,800 | |||||
Performance bond facility | $ 1,500 | ||||||
Maturity date of performance bond facility | Jun. 30, 2021 | ||||||
Amortization of deferred financing costs | $ 378 | 352 | $ 184 | ||||
Standby Letters of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Performance bonds outstanding amount | $ 0 | ||||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit outstanding amount | $ 74,700 | ||||||
Revolving credit facility | $ 100,000 | ||||||
Amendment Credit Agreement [Member] | Term Out Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity of Term Loan / Maturity date | Aug. 31, 2022 | ||||||
Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Fixed Charge Coverage Ratio | 1.25% | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Weighted average interest rate | 3.90% | 5.20% | |||||
Interest rate | 3.10% | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Supplementary leverage ratio | 0.0175 | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Supplementary leverage ratio | 0.0325 | ||||||
Third Quarter 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Funded debt to Adjusted EBITDA ratio | 3.25% | ||||||
Second Quarter 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Funded debt to Adjusted EBITDA ratio | 3.00% | ||||||
Remaining Quarter [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Funded debt to Adjusted EBITDA ratio | 2.75% | ||||||
Paycheck Protection Program Loan [Member] | Bank of America, N.A [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from borrowings | $ 6,300 | ||||||
Debt repayment term | 2 years | ||||||
Accrued interest | 1.00% | ||||||
Forgiveness of loan | $ 2,000 | ||||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit outstanding amount | $ 10,000 | ||||||
Maturity of Term Loan / Maturity date | Mar. 31, 2022 | ||||||
Debt Instrument, Periodic Payment, Principal | $ 2,000 | ||||||
Term Loan [Member] | Amendment Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit outstanding amount | $ 16,000 | ||||||
Accordion Feature [Member] | Amendment Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit outstanding amount | $ 30,000 |
Long-Term Debt - Aggregate Prin
Long-Term Debt - Aggregate Principal Maturities of Long-Term Debt (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 8,876 |
2022 | 83,863 |
2023 | 160 |
Total debt, including current maturities | $ 92,899 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Purchases from related party | $ 0.1 | $ 0.1 |
Avant Venture Capital AS [Member] | ||
Related Party Transaction [Line Items] | ||
Purchases from related party | $ 0.1 | $ 0.8 |
Equity method investment, Ownership percentage | 24.00% | 24.00% |
Fair Value Disclosure - Additio
Fair Value Disclosure - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2020 | May 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | |
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | ||||||
Derivatives | $ 0 | $ 0 | ||||
Change in fair value of earn-out/contingent consideration | 4,048 | 2,499 | $ 3,543 | |||
Non-cash investing - contingent consideration for acquisitions | 7,600 | |||||
Intelie Solucoes Em Informatica S A [Member] | ||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | ||||||
Number of stock Issued for acquisition | 208,356 | |||||
Stock issued for acquisition | $ 3,000 | |||||
Maximum remaining earn-out consideration | 13,900 | |||||
Contingent consideration earn-out, estimated payment | 13,800 | 2,900 | ||||
Change in fair value of earn-out/contingent consideration | 3,900 | 2,900 | ||||
Intelie Solucoes Em Informatica S A [Member] | Interest Expense [Member] | ||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | ||||||
Change in fair value of earn-out/contingent consideration | 200 | 200 | ||||
Intelie Solucoes Em Informatica S A [Member] | Earn Out Payment [Member] | ||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | ||||||
Non-cash investing - contingent consideration for acquisitions | 3,000 | |||||
Cyphre Security Solutions [Member] | ||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | ||||||
Number of stock Issued for acquisition | 349,364 | |||||
Stock issued for acquisition | $ 1,400 | |||||
Contingent consideration earn-out, estimated payment | 1,900 | 3,100 | ||||
Business combination, contingent consideration, liability, current | 1,000 | 300 | ||||
Business combination, contingent consideration, liability, noncurrent | 900 | 2,700 | ||||
Royalty payments | 300 | 300 | ||||
Cyphre Security Solutions [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | ||||||
Change in fair value of earn-out/contingent consideration | 100 | 400 | ||||
Cyphre Security Solutions [Member] | Interest Expense [Member] | ||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | ||||||
Accreted interest expense on earn-out liability | $ 400 | $ 100 | ||||
Tecnor [Member] | ||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | ||||||
Contingent consideration earn-out, estimated payment | $ 8,000 | |||||
Change in fair value of earn-out/contingent consideration | $ 2,100 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments And Contingencies [Line Items] | ||||||
Litigation settlement insurance coverage | $ 0 | |||||
Recognized expense under operating leases | 2,200,000 | $ 2,500,000 | $ 2,800,000 | |||
Operating lease right-of-use assets | $ 6,000,000 | $ 6,800,000 | ||||
Operating lease,weighted-average discount rate | 4.90% | 5.10% | ||||
Weighted-average remaining lease term | 6 years 6 months | 7 years 1 month 6 days | ||||
Proceeds from the sale of certain towers | $ 4,900,000 | |||||
Gain on sale of certain towers | $ 4,900,000 | |||||
Intial operating lease term | 10 years | |||||
GX Dispute [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Damages Paid | $ 45,000,000 | $ 800,000 | ||||
Legal expenses | $ 5,000,000 | $ 3,900,000 | $ 2,200,000 | |||
Long term purchase commitment amount, maximum | $ 65,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Obligations (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2021 | $ 1,862 |
2022 | 1,334 |
2023 | 1,264 |
2024 | 1,202 |
2025 | 854 |
Thereafter | 2,168 |
Total lease payments | 8,684 |
Less present value discount | (1,326) |
Amounts recognized in Balance Sheet | $ 7,358 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesMember |
Amounts recognized in Balance Sheet | |
Deferred revenue and other current liabilities | $ 1,817 |
Right-of-use lease liability - long-term portion | 5,541 |
Total right-to-use lease liability | $ 7,358 |
Commitments and Contingencies_3
Commitments and Contingencies - Commercial Commitments Related to Satellite and Network Services (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 22,807 |
2022 | 9,348 |
2023 | 686 |
2024 | 195 |
2025 | 172 |
Other Commitment | $ 33,208 |
Stock-Based Compensation - 2019
Stock-Based Compensation - 2019 Omnibus Incentive Plan - Additional Information (Detail) - shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | 10,000 | 106,000 | 60,000 | |
Stock options exercised | 1,000 | 60,000 | ||
Options forfeited | 18,000 | 16,000 | 53,000 | |
Options outstanding | 391,000 | 410,000 | 324,000 | 381,000 |
2019 Omnibus Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized under plan | 4,975,000 | |||
Restricted common stock granted, net of share repurchase from employees and share cancellations, shares | 1,906,328 | |||
Stock options granted | 77,486 | |||
Stock options exercised | 0 | |||
Options forfeited | 3,389 | |||
Options outstanding | 74,097 | |||
2019 Omnibus Incentive Plan [Member] | Vesting Twenty Twenty One [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Issuance of common stock upon the vesting of Restricted Stock Units, net of share cancellations, shares | 233,982 | |||
2019 Omnibus Incentive Plan [Member] | RSUs And Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares of RSUs and restricted stock vested | 1,022,053 | |||
Shares of unvested RSUs and restricted stock | 49,516 | |||
Shares of RSUs and restricted stock forfeited | 1,940,021 | |||
2019 Omnibus Incentive Plan [Member] | Vest Over a Three Year Period of Continued Employment [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Issuance of common stock upon the vesting of Restricted Stock Units, net of share cancellations, shares | 603,983 | |||
2019 Omnibus Incentive Plan [Member] | Vest Over a Three Year Period of Continued Employment [Member] | Performance Share Units (PSUs) [Member] | Certain Officers and Employees [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units granted | 1,068,363 |
Stock-Based Compensation - 2010
Stock-Based Compensation - 2010 Omnibus Incentive Plan - Additional Information (Detail) - shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | 10,000 | 106,000 | 60,000 | |
Issuance of common stock upon the exercise of stock options, shares | 1,000 | 60,000 | ||
Options forfeited | 18,000 | 16,000 | 53,000 | |
Options outstanding | 391,000 | 410,000 | 324,000 | 381,000 |
2010 Omnibus Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized under plan | 4,000,000 | |||
Stock options granted | 0 | |||
2010 Omnibus Incentive Plan [Member] | RSUs And Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares of RSUs and restricted stock vested | 1,513,856 | |||
Shares of unvested RSUs and restricted stock | 728,574 | |||
Shares of RSUs and restricted stock forfeited | 253,672 | |||
2010 Omnibus Incentive Plan [Member] | Certain Officers and Employees [Member] | Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | 1,233,736 | |||
Issuance of common stock upon the exercise of stock options, shares | 193,441 | |||
Options forfeited | 733,622 | |||
Options outstanding | 306,673 |
Stock-Based Compensation - 2006
Stock-Based Compensation - 2006 Long-Term Incentive Plan - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2010 | Mar. 31, 2006 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares authorized under plan | 10,000 | 106,000 | 60,000 | |||
Stock options exercised | 1,000 | 60,000 | ||||
Options forfeited | 18,000 | 16,000 | 53,000 | |||
Options outstanding | 391,000 | 410,000 | 324,000 | 381,000 | ||
Stock-based compensation | $ 5,738 | $ 8,621 | $ 4,712 | |||
Total unrecognized compensation cost | $ 7,600 | $ 7,500 | ||||
Stock options granted | 10,000 | 106,000 | 60,000 | |||
Exercise price | $ 6.20 | $ 8.30 | $ 13.50 | |||
2006 Long Term Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period for restricted stock | 4 years | |||||
Contractual term of stock option granted | 10 years | |||||
Vesting percentage for restricted shares issued to officers and employees | 25.00% | |||||
Number of shares authorized under plan | 5,000,000 | 3,000,000 | ||||
Number of shares authorized under plan | 981,125 | |||||
Stock options exercised | 755,503 | |||||
Options forfeited | 221,872 | |||||
Options outstanding | 3,750 | |||||
Additional options issued | 0 | |||||
Weighted-average period | 2 years | |||||
Stock options granted | 981,125 | |||||
Inducement Grant Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted common stock granted, net of share repurchase from employees and share cancellations, shares | 42,272 | |||||
Inducement Grant Plan [Member] | Certain Officers and Employees [Member] | Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares authorized under plan | 10,299 | |||||
Stock options granted | 10,299 | |||||
Exercise price | $ 6.20 | |||||
Contractual term | 7 years | |||||
Period of employment | 3 years | |||||
Inducement Grant Plan [Member] | Vest Over a Three Year Period of Continued Employment [Member] | Certain Officers and Employees [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period for restricted stock | 3 years | |||||
Vesting percentage for restricted shares issued to officers and employees | 33.00% | |||||
Issuance of common stock upon the vesting of Restricted Stock Units, net of share cancellations, shares | 18,787 | |||||
Inducement Grant Plan [Member] | Vest Over a Three Year Period of Continued Employment [Member] | Certain Officers and Employees [Member] | Performance Share Units (PSUs) [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock units granted | 23,485 | |||||
Inducement Grant Plan [Member] | Vest Over a Three Year Period of Continued Employment [Member] | Certain Officers and Employees [Member] | Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting percentage for restricted shares issued to officers and employees | 33.00% |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used for Stock Option Grants (Detail) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 7 years | 7 years |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 51.00% | 49.00% |
Risk-free interest rate | 1.78% | 1.71% |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 51.00% | |
Risk-free interest rate | 2.53% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - $ / shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value of stock options granted | $ 3.27 | $ 4.40 | |
Weighted average remaining contractual term in years for equity award | 1 year 9 months 18 days | 2 years 3 months 18 days | 1 year 8 months 12 days |
Equity awards vested and expected to vest | 5.5 | ||
Awards available for grant | 1.5 | ||
Restricted Stock Units RSU, Performance Share Units And Restricted Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average fair value of RSUs and restricted stock granted, per share | $ 1.91 | $ 9.08 | $ 14.22 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Beginning balance, shares | 410 | 324 | 381 |
Granted, shares | 10 | 106 | 60 |
Exercised, shares | (1) | (60) | |
Forfeited, shares | (18) | (16) | (53) |
Expired, shares | (11) | (3) | (4) |
Ending balance, shares | 391 | 410 | 324 |
Exercisable, shares | 292 | 239 | 204 |
Beginning balance, weighted average exercise price | $ 17.12 | $ 20.41 | $ 21.37 |
Granted, weighted average exercise price | 6.20 | 8.30 | 13.50 |
Exercised, weighted average exercise price | 4.39 | 16.15 | |
Forfeited, weighted average exercise price | 12.81 | 12.90 | 23.89 |
Expired, weighted average exercise price | 7.58 | 1.94 | 6.55 |
Ending balance, weighted average exercise price | 16.91 | 17.12 | 20.41 |
Exercisable, weighted average exercise price | $ 19.54 | $ 22.09 | $ 23.41 |
Intrinsic value of options exercised | $ 5 | $ 1,297 | |
Fair value of options vested | $ 390 | $ 511 | $ 950 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Company's RSU, PSU and Restricted Stock Activity (Detail) - Restricted Stock Units RSU, Performance Share Units And Restricted Stock [Member] - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning balance | 1,537 | 411 |
Granted, shares | 1,949 | 1,489 |
Vested, shares | (1,403) | (332) |
Forfeited, shares | (81) | (31) |
Ending balance | 2,002 | 1,537 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Changes in Unvested Equity Awards, Including Stock Options, RSUs, PSUs and Restricted Stock (Detail) - Unvested Equity Awards [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 1,632 | 356 | 296 |
Granted, shares | 1,959 | 1,595 | 519 |
Vested, shares | (1,333) | (272) | (259) |
Forfeited, shares | (99) | (47) | (200) |
Unvested equity awards, ending balance | 2,159 | 1,632 | 356 |
Unvested equity awards, weighted average grant date fair value, beginning balance | $ 10.70 | $ 17.52 | $ 24.13 |
Granted, weighted average grant date fair value | 1.92 | 8.76 | 14.03 |
Vested, weighted average grant date fair value | 4.92 | 7.33 | 22.03 |
Forfeited, weighted average grant date fair value | 11.87 | 16.10 | 12.41 |
Unvested equity awards, weighted average grant date fair value, ending balance | $ 6.24 | $ 10.70 | $ 17.52 |
Earnings (Loss) Per Share - Rec
Earnings (Loss) Per Share - Reconciliation of the Numerators and Denominators of the Basic and Diluted per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to RigNet, Inc. common stockholders | $ (45,808) | $ (19,156) | $ (62,453) |
Weighted average shares outstanding, basic | 20,622 | 19,832 | 18,713 |
Weighted average shares outstanding, diluted | 20,622 | 19,832 | 18,713 |
Net loss per share attributable to RigNet, Inc. common stockholders, basic | $ (2.22) | $ (0.97) | $ (3.34) |
Net loss per share attributable to RigNet, Inc. common stockholders, diluted | $ (2.22) | $ (0.97) | $ (3.34) |
Segment Information - Company's
Segment Information - Company's Business Segment Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 207,921 | $ 242,931 | $ 238,854 |
Cost of revenue (excluding depreciation and amortization) | 130,330 | 149,753 | 146,603 |
Depreciation and amortization | 26,534 | 31,129 | 33,154 |
Impairment of goodwill and intangible assets | 26,977 | ||
Change in fair value of earn-out/contingent consideration | 4,048 | 2,499 | 3,543 |
Gain on sales of property, plant and equipment, net of retirements | 197 | (4,240) | 331 |
GX dispute | 50,612 | ||
Selling, general and administrative | 53,441 | 65,860 | 66,037 |
Operating loss | (33,409) | (2,070) | (61,095) |
Total assets | 182,807 | 250,980 | 258,925 |
Capital expenditures | 11,483 | 25,515 | 30,523 |
Reportable Segments [Member] | Managed Communications Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 135,754 | 164,857 | 171,574 |
Cost of revenue (excluding depreciation and amortization) | 86,825 | 100,394 | 105,101 |
Depreciation and amortization | 18,707 | 21,403 | 22,759 |
Impairment of goodwill and intangible assets | 21,755 | ||
Selling, general and administrative | 10,310 | 13,288 | 16,448 |
Operating loss | (1,843) | 29,772 | 27,266 |
Total assets | 113,014 | 155,807 | 171,503 |
Capital expenditures | 8,368 | 22,165 | 29,058 |
Reportable Segments [Member] | Applications and Internet-of-Things [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 34,458 | 35,368 | 25,713 |
Cost of revenue (excluding depreciation and amortization) | 14,520 | 17,239 | 13,386 |
Depreciation and amortization | 4,544 | 4,892 | 4,570 |
Impairment of goodwill and intangible assets | 3,836 | ||
Selling, general and administrative | 5,955 | 4,551 | 1,961 |
Operating loss | 5,603 | 8,686 | 5,796 |
Total assets | 30,566 | 42,758 | 47,175 |
Capital expenditures | 2,483 | 2,083 | 759 |
Reportable Segments [Member] | Systems Integration [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 37,709 | 42,706 | 41,567 |
Cost of revenue (excluding depreciation and amortization) | 28,985 | 32,120 | 28,116 |
Depreciation and amortization | 638 | 1,627 | 2,511 |
Impairment of goodwill and intangible assets | 1,386 | ||
Selling, general and administrative | 1,500 | 2,530 | 1,698 |
Operating loss | 5,200 | 6,429 | 9,242 |
Total assets | 21,810 | 29,124 | 24,094 |
Capital expenditures | 25 | ||
Corporate and Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 2,645 | 3,207 | 3,314 |
Change in fair value of earn-out/contingent consideration | 4,048 | 2,499 | 3,543 |
Gain on sales of property, plant and equipment, net of retirements | (4,240) | ||
GX dispute | 50,612 | ||
Selling, general and administrative | 35,676 | 45,491 | 45,930 |
Operating loss | (42,369) | (46,957) | (103,399) |
Total assets | 17,417 | 23,291 | 16,153 |
Capital expenditures | $ 607 | $ 1,267 | $ 706 |
Segment Information - Revenue E
Segment Information - Revenue Earned from Domestic and International Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues From External Customers And Long-Lived Assets [Line Items] | |||
Revenue | $ 207,921 | $ 242,931 | $ 238,854 |
Domestic [Member] | |||
Revenues From External Customers And Long-Lived Assets [Line Items] | |||
Revenue | 85,716 | 106,276 | 106,189 |
International [Member] | |||
Revenues From External Customers And Long-Lived Assets [Line Items] | |||
Revenue | $ 122,205 | $ 136,655 | $ 132,665 |
Segment Information - Long - Li
Segment Information - Long - Lived Assets, Net of Accumulated Depreciation for Both Domestic and International Operations (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenues From External Customers And Long-Lived Assets [Line Items] | ||
Long lived assets | $ 95,178 | $ 143,884 |
Domestic [Member] | ||
Revenues From External Customers And Long-Lived Assets [Line Items] | ||
Long lived assets | 58,334 | 76,253 |
International [Member] | ||
Revenues From External Customers And Long-Lived Assets [Line Items] | ||
Long lived assets | $ 36,844 | $ 67,631 |
Income Taxes - Components of th
Income Taxes - Components of the Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 2 | ||
State | 281 | $ 412 | $ 659 |
Foreign | 3,294 | 5,544 | 4,174 |
Total current | 3,577 | 5,956 | 4,833 |
Deferred: | |||
Federal | (192) | (120) | (411) |
State | 32 | (268) | (1) |
Foreign | 3,147 | 5,177 | (7,167) |
Total deferred | 2,987 | 4,789 | (7,579) |
Income tax expense (benefit) | $ 6,564 | $ 10,745 | $ (2,746) |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income (loss) before income taxes: | |||
United States | $ (25,766) | $ (13,486) | $ (63,266) |
Foreign | (13,198) | 5,445 | (1,794) |
Income (loss) before income taxes | $ (38,964) | $ (8,041) | $ (65,060) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statutory federal income tax rate | 21.00% | 21.00% | ||
Valuation allowance | $ 65,451 | $ 58,366 | ||
Income tax examination likelihood settlement | Greater than 50.0% | |||
Largest amount of uncertain tax benefits | 50.00% | |||
Uncertain tax benefits | $ 13,300 | 15,200 | $ 16,100 | |
Unrecognized tax benefits which impact the annual effective tax rate | 5,400 | |||
Valuation allowance related to assets | (100) | |||
Accrued penalties and interest | 7,900 | 8,600 | 8,600 | |
Interest and penalties recognized | (600) | (100) | (600) | |
Reductions related to lapses in statue of limitations | $ 1,290 | $ 1,885 | $ 1,262 | |
Scenario, Forecast [Member] | ||||
Reductions related to lapses in statue of limitations | $ 4,700 | |||
Cares Act [Member] | ||||
Income tax deduction | 50.00% | |||
2017 Tax Cuts and Jobs Act [Member] | ||||
Income tax deduction | 30.00% | |||
Australia [Member] | ||||
Valuation allowance | $ 4,108 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
United States statutory federal income tax rate | $ (8,183) | $ (1,689) | $ (13,663) |
Non-deductible expenses | (7) | 515 | 592 |
Impact of impairments | 5,465 | ||
Deferred earnout adjustment | 1,479 | 703 | 1,253 |
Noncash compensation | 1,282 | 27 | 359 |
Changes in valuation allowances | 7,083 | 7,443 | 7,920 |
Tax credits | (1,863) | (1,025) | |
State taxes | 223 | (58) | 74 |
Effect of operating in foreign jurisdictions | 722 | 2,737 | 1,545 |
Reduction of federal corporate tax rate | 1,823 | ||
Changes in prior year estimates | 1,178 | 526 | (66) |
Changes in uncertain tax benefits | (1,539) | 1,135 | (1,506) |
Revisions of deferred tax accounts | 187 | 1,217 | (56) |
Other | 118 | 52 | 4 |
Income tax expense (benefit) | $ 6,564 | $ 10,745 | $ (2,746) |
Income Taxes - Significant Comp
Income Taxes - Significant Components of the Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 32,668 | $ 27,238 |
Federal, state and foreign tax credits | 11,764 | 13,964 |
Depreciation and amortization | 13,770 | 12,396 |
Unrealized loss on functional currency | 897 | 1,298 |
Allowance for doubtful accounts | 1,725 | 1,495 |
Accruals not currently deductible | 1,097 | 1,739 |
Stock-based compensation | 831 | 1,450 |
Interest expense carryforwards | 1,769 | 1,738 |
Lease liability | 1,530 | 1,770 |
Deferred revenue | 750 | |
Other | 1,058 | 1,375 |
Valuation allowance | (65,451) | (58,366) |
Total deferred tax assets | 2,408 | 6,097 |
Deferred tax liabilities: | ||
Depreciation and amortization | (1,671) | (1,714) |
Right-of-use lease asset | (1,530) | (1,770) |
Accrual to cash adjustment | (556) | |
Other | (403) | (266) |
Total deferred tax liabilities | (4,160) | (3,750) |
Net deferred tax assets | $ 1,752 | $ 2,347 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss and Tax Credit Carryforwards (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Tax Credit Carryforward [Line Items] | |
Net Operating Loss Carryforwards | $ 152,284 |
Tax Credit Carryforwards | $ 9,930 |
U.S. Federal [Member] | 2036 [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Period Begins | 2036 |
Net Operating Loss Carryforwards | $ 20,263 |
U.S. Federal [Member] | Indefinite [Member] | |
Tax Credit Carryforward [Line Items] | |
Net Operating Loss Carryforwards | $ 66,469 |
U.S. Federal [Member] | 2020 [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Period Begins | 2020 |
Tax Credit Carryforwards | $ 9,930 |
U.S. State [Member] | 2021 [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Period Begins | 2021 |
Net Operating Loss Carryforwards | $ 10,075 |
Non-U.S. [Member] | Indefinite [Member] | |
Tax Credit Carryforward [Line Items] | |
Net Operating Loss Carryforwards | $ 53,775 |
Non-U.S. [Member] | 2024 [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Period Begins | 2024 |
Net Operating Loss Carryforwards | $ 1,702 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Valuation Allowances (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Valuation allowance | $ 65,451 | $ 58,366 |
Domestic [Member] | ||
Valuation allowance | 42,921 | |
Australia [Member] | ||
Valuation allowance | 4,108 | |
Norway [Member] | ||
Valuation allowance | 9,627 | |
United Kingdom [Member] | ||
Valuation allowance | 3,435 | |
Brazil [Member] | ||
Valuation allowance | 2,942 | |
Mexico [Member] | ||
Valuation allowance | 1,274 | |
Other [Member] | ||
Valuation allowance | $ 1,144 |
Income Taxes - Changes in the C
Income Taxes - Changes in the Company's Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Beginning, Balance | $ 6,639 | $ 7,497 | $ 9,637 |
Additions related to prior years | 54 | 1,027 | |
Reductions related to lapses in statute of limitations | (1,290) | (1,885) | (1,262) |
Reductions related to prior years | (878) | ||
Ending, Balance | $ 5,403 | $ 6,639 | $ 7,497 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) | Jan. 01, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer 401(k)contribution amount | $ 600,000 | $ 1,100,000 | $ 800,000 | |
Emplouee contribution plan description | Effective August 6, 2020, the Company suspended the Company’s matching contribution under the 401(k) | |||
Employee's Contribution up to 3.0% [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer 401(k)matching contribution, percent of match | 100.00% | |||
Employer 401(k) matching contribution to employee percentage | 3.00% | |||
Employee's Contribution up to 3.0% - 5.0% [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer 401(k)matching contribution, percent of match | 50.00% | |||
Employee's Contribution up to 3.0% - 5.0% [Member] | Minimum [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer 401(k) matching contribution to employee percentage | 3.00% | |||
Employee's Contribution up to 3.0% - 5.0% [Member] | Maximum [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer 401(k) matching contribution to employee percentage | 5.00% |
Restructuring Costs - Cost Re_2
Restructuring Costs - Cost Reduction Plans - Additional Information (Detail) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($)Employee | Dec. 31, 2020USD ($)Employee | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)Employee | |
Employee Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges, pre-tax | $ 0.5 | ||||
Number of employees lay off | Employee | 25 | 12 | 23 | ||
General and Administrative Expenses [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges, pre-tax | $ 0.2 | $ 0.2 | $ 0.7 | $ 0.8 |
Executive Departure costs - Add
Executive Departure costs - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Compensation Related Costs [Abstract] | |||
Executive departure expense | $ 600,000 | $ 0 | $ 400,000 |