Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | The registrant filed with the Securities and Exchange Commission an Annual Report on Form 10-K for the year ended December 31, 2018 on March 15, 2019, as amended by that certain Amendment No. 1 filed on May 10, 2019 (the Form 10-K). This Amendment No. 2 on Form 10-K/A is being filed solely to correct for missing conformed signatures on the Reports of the Company’s Independent Registered Public Accounting Firm under Item 8 of the Form 10-K and in the accompanying Exhibit 23.1 Consent of Independent Registered Public Accounting Firm to the Form 10-K. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 2 on Form 10-K/A. Except as expressly set forth in this Amendment No. 2, the Form 10-K has not been amended, updated or otherwise modified. | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RNET | ||
Entity Registrant Name | RigNet, Inc. | ||
Entity Central Index Key | 0001162112 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 19,464,847 | ||
Entity Public Float | $ 148.2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 21,711 | $ 34,598 |
Restricted cash | 41 | 43 |
Accounts receivable, net | 67,450 | 49,021 |
Costs and estimated earnings in excess of billings on uncompleted contracts (CIEB) | 7,138 | 2,393 |
Prepaid expenses and other current assets | 6,767 | 5,591 |
Total current assets | 103,107 | 91,646 |
Property, plant and equipment, net | 63,585 | 60,344 |
Restricted cash | 1,544 | 1,500 |
Goodwill | 46,631 | 37,088 |
Intangibles, net | 33,733 | 30,405 |
Deferred tax and other assets | 10,325 | 9,111 |
TOTAL ASSETS | 258,925 | 230,094 |
Current liabilities: | ||
Accounts payable | 20,568 | 12,234 |
Accrued expenses | 16,374 | 16,089 |
Current maturities of long-term debt | 4,942 | 4,941 |
Income taxes payable | 2,431 | 1,601 |
GX dispute accrual | 50,765 | |
Deferred revenue and other current liabilities | 5,863 | 8,511 |
Total current liabilities | 100,943 | 43,376 |
Long-term debt | 72,085 | 53,173 |
Deferred revenue | 318 | 546 |
Deferred tax liability | 652 | 189 |
Other liabilities | 28,943 | 25,533 |
Total liabilities | 202,941 | 122,817 |
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, 2018 and 2017 | ||
Common stock - $0.001 par value; 190,000,000 shares authorized; 19,464,847 and 18,232,872 shares issued and outstanding at December 31, 2018 and 2017, respectively | 19 | 18 |
Treasury stock - 91,567 and 5,516 shares at December 31, 2018 and 2017, respectively, at cost | (1,270) | (116) |
Additional paid-in capital | 172,946 | 155,829 |
Accumulated deficit | (96,517) | (33,726) |
Accumulated other comprehensive loss | (19,254) | (14,806) |
Total stockholders' equity | 55,924 | 107,199 |
Non-redeemable, non-controlling interest | 60 | 78 |
Total equity | 55,984 | 107,277 |
TOTAL LIABILITIES AND EQUITY | $ 258,925 | $ 230,094 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 19,464,847 | 18,232,872 |
Common stock, shares outstanding | 19,464,847 | 18,232,872 |
Treasury stock, shares | 91,567 | 5,516 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenue | $ 238,854 | $ 204,892 | $ 220,623 |
Expenses: | |||
Cost of revenue (excluding depreciation and amortization) | 146,603 | 131,166 | 129,759 |
Depreciation and amortization | 33,154 | 30,845 | 33,556 |
Impairment of intangibles | 0 | 0 | 397 |
Selling and marketing | 12,844 | 8,347 | 7,172 |
Change in fair value of earn-out/contingent consideration | 3,543 | (320) | (1,279) |
GX dispute | 50,612 | ||
General and administrative | 53,193 | 44,842 | 53,469 |
Total expenses | 299,949 | 214,880 | 223,074 |
Operating income (loss) | (61,095) | (9,988) | (2,451) |
Other income (expense): | |||
Interest expense | (3,969) | (2,870) | (2,708) |
Other income (expense), net | 4 | 133 | (313) |
Loss before income taxes | (65,060) | (12,725) | (5,472) |
Income tax (expense) benefit | 2,746 | (3,472) | (5,825) |
Net loss | (62,314) | (16,197) | (11,297) |
Less: Net loss (income) attributable to: | |||
Non-redeemable,non-controlling interest | 139 | (21) | 210 |
Net Loss attributable to RigNet, Inc. stockholders | (62,453) | (16,176) | (11,507) |
COMPREHENSIVE LOSS | |||
Net loss | (62,314) | (16,197) | (11,297) |
Foreign currency translation | (4,448) | 3,165 | (4,135) |
Comprehensive loss | (66,762) | (13,032) | (15,432) |
Less: Comprehensive income (loss) attributable to non-controlling interest | 139 | (21) | 210 |
Comprehensive loss attributable to RigNet, Inc. stockholders | (66,901) | (13,011) | (15,642) |
LOSS PER SHARE-BASIC AND DILUTED | |||
Net loss attributable to RigNet, Inc. common stockholders | $ (62,453) | $ (16,176) | $ (11,507) |
Net loss per share attributable to RigNet, Inc. common stockholders, basic | $ (3.34) | $ (0.90) | $ (0.65) |
Net loss per share attributable to RigNet, Inc. common stockholders, diluted | $ (3.34) | $ (0.90) | $ (0.65) |
Weighted average shares outstanding, basic | 18,713 | 18,009 | 17,768 |
Weighted average shares outstanding, diluted | 18,713 | 18,009 | 17,768 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (62,314) | $ (16,197) | $ (11,297) |
Adjustments to reconcile net loss to net cash provided by operations: | |||
Depreciation and amortization | 33,154 | 30,845 | 33,556 |
Impairment of intangibles | 0 | 0 | 397 |
Stock-based compensation | 4,712 | 3,703 | 3,389 |
Amortization of deferred financing costs | 184 | 217 | 135 |
Deferred taxes | (5,263) | 3,917 | (1,830) |
Change in fair value of earn-out/contingent consideration | 3,543 | (320) | (1,279) |
Accretion of discount of contingent consideration payable for acquisitions | 450 | 624 | 498 |
(Gain) loss on sales of property, plant and equipment, net of retirements | 331 | 55 | (153) |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Accounts receivable | (15,254) | 203 | 18,347 |
Costs and estimated earnings in excess of billings on uncompleted contracts | (4,103) | 122 | 4,378 |
Prepaid expenses and other assets | (1,026) | 4,659 | 392 |
Accounts payable | 7,527 | 2,733 | 129 |
Accrued expenses | 279 | 3,601 | (8,579) |
GX dispute | 50,612 | ||
Deferred revenue and other assets | 1,565 | 4,933 | (1,150) |
Other liabilities | (5,149) | (9,867) | 2,241 |
Payout of TECNOR contingent consideration-inception to date change in fair value portion | (1,575) | ||
Net cash provided by operating activities | 7,673 | 29,228 | 39,174 |
Cash flows from investing activities: | |||
Acquisitions (net of cash acquired) | (5,208) | (32,205) | (4,841) |
Capital expenditures | (30,072) | (18,284) | (13,641) |
Proceeds from sales of property, plant and equipment | 1,082 | 499 | 194 |
Net cash used in investing activities | (34,198) | (49,990) | (18,288) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock upon the exercise of stock options | 970 | 916 | 1,680 |
Stock withheld to cover employee taxes on stock-based compensation | (1,154) | (116) | |
Subsidiary distributions to non-controlling interest | (157) | (76) | (197) |
Payout of TECNOR contingent consideration-fair value on acquisition date portion | (6,425) | ||
Proceeds from borrowings | 23,750 | 15,000 | |
Repayments of long-term debt | (5,129) | (18,171) | (16,560) |
Payments of financing fees | (400) | (100) | |
Excess tax benefits from stock-based compensation | (175) | ||
Net cash provided by (used) in financing activities | 11,855 | (2,847) | (15,352) |
Net change in cash and cash equivalents | (14,670) | (23,609) | 5,534 |
Cash and cash equivalents: | |||
Balance, January 1, | 36,141 | 58,805 | 61,011 |
Changes in foreign currency translation | 1,825 | 945 | (7,740) |
Balance, December 31, | 23,296 | 36,141 | 58,805 |
Supplemental disclosures: | |||
Income taxes paid | 3,967 | 2,060 | 5,337 |
Interest paid | 3,264 | 1,965 | 2,032 |
Property, plant and equipment acquired under capital leases | 108 | 335 | |
Non-cash investing - capital expenditures accrued | 2,123 | 1,672 | 2,046 |
Non-cash investing - tenant improvement allowance | 1,728 | ||
Non-cash investing - contingent consideration for acquisitions | 7,600 | 3,798 | 5,673 |
Non-cash investing and financing - stock for acquisitions | 11,436 | 3,304 | |
Liabilities assumed-acquisitions | $ 5,610 | $ 819 | $ 2,408 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Cash Flows [Abstract] | ||||
Cash and cash equivalents | $ 21,711 | $ 34,598 | $ 57,152 | |
Restricted cash - current portion | 41 | 43 | 139 | |
Restricted cash - long-term portion | 1,544 | 1,500 | 1,514 | |
Cash and cash equivalents including restricted cash | $ 23,296 | $ 36,141 | $ 58,805 | $ 61,011 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Stockholders' Equity [Member] | Non-Redeemable, Non-Controlling Interest [Member] |
Beginning Balance at Dec. 31, 2015 | $ 123,313 | $ 18 | $ 143,012 | $ (6,043) | $ (13,836) | $ 123,151 | $ 162 | |
Beginning Balance, shares at Dec. 31, 2015 | 17,758,000 | |||||||
Issuance of common stock upon the exercise of stock options | $ 1,680 | 1,680 | 1,680 | |||||
Issuance of common stock upon the exercise of stock options, shares | 223,000 | 223,000 | ||||||
Restricted common stock cancellations | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 |
Restricted common stock cancellations, shares | (48,000) | |||||||
Stock-based compensation | 3,389 | 3,389 | 3,389 | |||||
Excess tax benefits from stock-based compensation | (175) | (175) | (175) | |||||
Foreign currency translation | (4,135) | (4,135) | (4,135) | |||||
Non-controlling owner distributions | (197) | (197) | ||||||
Net income (loss) | (11,297) | (11,507) | (11,507) | 210 | ||||
Ending Balance at Dec. 31, 2016 | 112,578 | $ 18 | 147,906 | (17,550) | (17,971) | 112,403 | 175 | |
Ending Balance, shares at Dec. 31, 2016 | 17,933,000 | |||||||
Issuance of common stock upon the exercise of stock options | $ 916 | 916 | 916 | |||||
Issuance of common stock upon the exercise of stock options, shares | 70,000 | 70,000 | ||||||
Issuance of common stock upon the vesting of restricted stock units, net of share cancellations | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of common stock upon the vesting of restricted stock units, net of share cancellations, shares | 44,000 | |||||||
Issuance of common stock for acquisitions | 3,304 | 3,304 | 3,304 | |||||
Issuance of common stock for acquisitions, shares | 192,000 | |||||||
Stock witheld to cover employee taxes on stock-based compensation | (116) | $ (116) | (116) | |||||
Stock withheld to cover employee taxes on stock-based compensation, shares | 6,000 | (6,000) | ||||||
Stock-based compensation | 3,703 | 3,703 | 3,703 | |||||
Foreign currency translation | 3,165 | 3,165 | 3,165 | |||||
Non-controlling owner distributions | (76) | (76) | ||||||
Net income (loss) | (16,197) | (16,176) | (16,176) | (21) | ||||
Ending Balance at Dec. 31, 2017 | $ 107,277 | $ 18 | $ (116) | 155,829 | (33,726) | (14,806) | 107,199 | 78 |
Ending Balance, shares at Dec. 31, 2017 | 18,232,872 | 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 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 |
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 witheld 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 income (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 | 19,464,847 | 19,465,000 | 92,000 | |||||
Cumulative effect adjustment from implementation of ASU 2016-16 | $ (338) | $ (338) | $ (338) |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 our 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 RigNet delivers advanced software, optimized industry solutions, 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 Basis of Presentation The Company presents its financial statements in accordance with generally accepted accounting principles in the United States (U.S. GAAP). The GX dispute and change in fair value of earn-out/contingent 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, 2018, 2017 and 2016, non-controlling 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 Cash and Cash Equivalents Cash and cash equivalents consist of cash on-hand Restricted Cash As of December 31, 2018 and 2017, the Company had restricted cash of $0.1 million and $1.5 million, in current and long-term assets, respectively. The restricted cash in long-term assets is primarily used to collateralize a performance bond in the MCS segment (see Note 6 – “Long-Term Debt”). Accounts Receivable Trade accounts receivable are recognized as customers are billed in accordance with customer contractual agreements. The Company reports an allowance for doubtful accounts for probable credit losses existing in accounts receivable. Management determines the allowance based on a review of currently outstanding receivables and the Company’s historical write-off 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 provided using the straight-line method over the expected useful lives of the respective assets, which range from one to ten 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, 2018, 2017 or 2016. Maintenance and repair costs are charged to expense when incurred. Intangibles Intangibles consist of customer relationships, covenants-not-to-compete, internal-use No impairment to intangibles was recorded in the years ended December 31, 2018 or 2017. In June 2016, the Company identified a triggering event for a license in Kazakhstan associated with a decline in cash flow projections, which resulted in a $0.4 million impairment of licenses in the Corporate segment, which was the full amount of the Company’s intangibles within Kazakhstan. 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 unit, including goodwill. Fair value of the reporting unit is determined using a combination of the reporting unit’s expected present value of future cash flows and a market approach. The present value of future cash flows is estimated using our most recent forecast and our weighted average cost of capital. The market approach uses a market multiple on the reporting unit’s cash generated from operations. Significant estimates for each reporting unit included in our impairment analysis are cash flow forecasts, our weighted average cost of capital, projected income tax rates and market multiples. Changes in these estimates could affect the estimated fair value of our reporting units and result in an impairment of goodwill in a future period. If the fair value of a reporting unit is less than its book value, goodwill of the reporting unit is considered to be impaired. If the book value of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Any impairment in the value of goodwill is charged to earnings in the period such impairment is determined. The Company performs its annual impairment test on July 31, with the most recent annual test being performed as of July 31, 2018. The July 31, 2018, 2017 and 2016 tests resulted in no impairment as the fair value of each reporting unit exceeded the carrying value plus goodwill of that reporting unit. Additionally, the November 30, 2017 interim test, which was conducted due to a change in segments after the Company completed the acquisition of ESS resulted in no impairment as the fair value of each reporting unit substantially exceeded the carrying value plus goodwill of that reporting unit. MCS had $22.5 million of goodwill as of December 31, 2018, and fair value exceeded carrying value by 34.7% as of the July 31, 2018 annual impairment test. Apps & IoT had $22.8 million of goodwill as of December 31, 2018, and fair value exceeded carrying value by 48.1% as of the July 31, 2018 annual impairment test. Systems Integration had $1.4 million of goodwill as of December 31, 2018, and fair value exceeded carrying value by 126.5% as of the July 31, 2018 annual impairment test. Any future downturn in our business could adversely impact the key assumptions in our impairment test. While we believe that there appears to be no indication of current or future impairment, historical operating results may not be indicative of future operating results and events and circumstances may occur causing a triggering event in a period as short as three months. As of December 31, 2018 and 2017, goodwill was $46.6 million and $37.1 million, respectively. In addition to the impact of acquisitions and impairments, goodwill increases or decreases in value due to the effect of foreign currency translation. 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 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 three years with renewal options. Land-based contracts are generally shorter term or terminable on short notice without a penalty. Service orders are executed under the MSA for individual remote sites or groups of sites, and generally permit early termination on short notice without penalty in the event of force majeure, breach of the 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 Performance Obligations Satisfied at a Point in Time Revenue Recognition – Systems Integration Revenues related to long-term, fixed-price Systems Integration contracts for customized network solutions are recognized based on the percentage of completion for the contract. At any point, RigNet has numerous contracts in progress, all of which are at various stages of completion. Accounting for revenues and profits on long-term contracts requires estimates of total estimated contract costs and estimates of progress toward completion to determine the extent of revenue and profit recognition. Performance Obligations Satisfied Over Time cost-to-cost 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). Systems Integration contracts are billed in accordance with the terms of the contract which are typically either based on milestones or specified time intervals. As of December 31, 2018 and 2017, the amount of CIEB related to Systems Integration projects was $7.1 million and $2.4 million, respectively. Under long-term contracts, amounts recorded in CIEB may not be realized or paid, respectively, within a one-year Variable Consideration Backlog 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. On December 22, 2017 the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (The Tax Act), making broad and complex changes to the U.S. tax code. The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The Company has completed the accounting for the income tax effects of the Tax Act based on current regulations and available information. Any additional guidance issued by the IRS could impact our recorded amounts in future periods. 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 the consolidated financial statements. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 2014-09), No. 2015-14 2015-14), No. 2016-08 2016-08), No. 2016-10 2016-10) No. 2016-12 2016-12), In March 2016, the FASB issued Accounting Standards Update No. 2016-02 2016-02), right-of-use No. 2018-11 2018-11). 2016-02. In August 2016, the FASB issued Accounting Standards Update No. 2016-15 2016-15), In October 2016, the FASB issued Accounting Standards Update No. 2016-16 2016-16), In November 2016, the FASB issued Accounting Standards Update No. 2016-18 2016-18), In June 2018, the FASB issued Accounting Standards Update No. 2018-07 2018-07), In August 2018, the FASB issued ASU No. 2018-13 2018-13), In August 2018, the FASB issued ASU No. 2018-15 2018-15), |
Business and Credit Concentrati
Business and Credit Concentrations | 12 Months Ended |
Dec. 31, 2018 | |
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 and results of operations. The Company presently does not hedge these risks, but evaluates financial risk on a regular basis and may utilize financial instruments in the future if deemed necessary. Foreign currency translations are reported as accumulated other comprehensive income (loss) in the Company’s consolidated financial statements. Credit Risk Credit risk, with respect to accounts receivable, is due to the limited number of customers concentrated in the oil and gas, maritime, pipeline, engineering and construction industries. The Company mitigates the risk of financial loss from defaults through defined collection terms in each contract or service agreement and periodic evaluations of the collectability of accounts receivable. The Company provides an allowance for doubtful accounts which is adjusted when the Company becomes aware of a specific customer’s inability to meet its financial obligations or as a result of changes in the overall aging of accounts receivable. Year Ended December 31, 2018 2017 2016 (in thousands) Accounts receivable $ 71,649 $ 51,996 $ 52,996 Allowance for doubtful accounts, January 1, (2,975 ) (4,324 ) (3,972 ) Current year provision for doubtful accounts (2,660 ) (366 ) (1,095 ) Write-offs 1,436 1,715 743 Allowance for doubtful accounts, December 31, (4,199 ) (2,975 ) (4,324 ) Accounts receivable, net $ 67,450 $ 49,021 $ 48,672 Although during 2018, 2017 and 2016 no single customer comprised greater than 10% of revenue, the top 5 customers generated 23.0%, 26.8% and 28.6% of the Company’s 2018, 2017 and 2016 revenue, respectively. Liquidity Risk The Company maintains cash and cash equivalent balances with major financial institutions which, at times, exceed federally insured limits. The Company monitors the financial condition of the financial institutions and has not experienced losses associated with these accounts during 2018, 2017 or 2016. 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, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | Note 3—Business Combinations Auto-Comm and SAFCON On April 18, 2018, RigNet completed the separate acquisitions of Automation Communications Engineering Corp. (Auto-Comm) and Safety Controls, Inc. (SAFCON) for an aggregate purchase price of $6.7 million. Of this aggregate purchase price RigNet paid $2.2 million in cash and $4.1 million in stock in April 2018. In September 2018, the Company paid $0.3 million in cash for a working capital adjustment. Auto-Comm provides a broad range of communications services, for both onshore and offshore remote locations, to the oil and gas industry. Auto-Comm brings over 30 years of systems integration experience in engineering and design, installation, testing, and maintenance. SAFCON offers a diverse set of safety, security, and maintenance services to the oil and gas industry. Auto-Comm and SAFCON have developed strong relationships with major energy companies that complement the relationships that RigNet has established over the years. Auto-Comm and SAFCON are based in Louisiana. The assets and liabilities of Auto-Comm and SAFCON have been recorded at their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying net tangible and identifiable intangible assets and liabilities has been recorded as goodwill. The Company’s allocation of the purchase price is preliminary as the amounts related to the identifiable intangible assets and effects of income taxes resulting from the transaction, are still being finalized. The goodwill of $1.4 million arising from the acquisitions consists largely of growth prospects, synergies and other benefits that the Company believes will result from combining the operations of the Company and Auto-Comm and SAFCON, as well as other intangible assets that do not qualify for separate recognition, such as assembled workforce in place at the date of acquisition. The goodwill recognized is expected to be nondeductible for income tax purposes. The acquisitions of Auto-Comm and SAFCON, including goodwill, are included in the Company’s consolidated financial statements as of the acquisition date and are primarily reflected in the Systems Integration segment. Weighted Average Estimated Useful Fair Market Values (in thousands) Current assets $ 4,947 Property and equipment 132 Trade name 7 $ 540 Customer relationships 7 980 Total identifiable intangible assets 1,520 Goodwill 1,387 Current liabilities (1,006 ) Deferred tax liability (319 ) Total purchase price $ 6,661 Intelie On March 23, 2018, RigNet completed its acquisition of Intelie ™ earn-out, earn-out earn-out ™ ™ The assets and liabilities of Intelie have been recorded at their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying net tangible and identifiable intangible assets and liabilities has been recorded as goodwill. The Company’s allocation of the purchase price is preliminary as the amounts related to contingent consideration, identifiable intangible assets, and the effects of income taxes resulting from the transaction, are still being finalized. The earn-out earn-out earn-out earn-out The goodwill of $10.7 million arising from the acquisition consists largely of growth prospects, synergies and other benefits that the Company believes will result from combining the operations of the Company and Intelie, as well as other intangible assets that do not qualify for separate recognition, such as assembled workforce in place at the date of acquisition. None of the goodwill recognized is expected to be deductible for income tax purposes. The acquisition of Intelie, including goodwill, is included in the Company’s consolidated financial statements as of the acquisition date and is reflected in the Apps & IoT segment. Weighted Average Fair Market Values (in thousands) Current assets $ 589 Property and equipment 73 Trade name 7 $ 2,300 Technology 7 8,400 Customer relationships 7 320 Total identifiable intangible assets 11,020 Goodwill 10,744 Current liabilities (460 ) Deferred tax liability (3,825 ) Total purchase price $ 18,141 (a) (a) Includes $7.6 million in contingent consideration earn-out Actual and Pro Forma Impact of the 2018 Acquisitions The 2018 acquisitions of Auto-Comm, SAFCON and Intelie contributed revenue and net income of $17.7 million and $2.2 million, respectively, for year ended December 31, 2018. The following table represents supplemental pro forma information as if the 2018 acquisitions had occurred on January 1, 2017. Year Ended Year Ended 2018 2017 (in thousands, except per share amounts) Revenue $ 243,311 $ 222,404 Expenses* 305,096 238,045 Net loss $ (61,785 ) $ (15,641 ) Net loss attributable to $ (61,924 ) $ (15,620 ) Net loss per share attributable to Basic $ (3.31 ) $ (0.87 ) Diluted $ (3.31 ) $ (0.87 ) * Note - The Year Ended December 31, 2018 includes a net $50.6 million expense accrual for the GX dispute reported in general and administrative expense. See a more complete discussion of the GX Dispute in Note 9 of the Notes to Consolidated Financial Statements and in Item 3, Legal Proceedings of this Annual Report on Form 10-K. The Company incurred acquisition-related costs of $2.3 million in the year ended December 31, 2018, reported in general and administrative expenses. Additional costs related to these acquisitions may be incurred and recorded as expense in 2019. Energy Satellite Services On July 28, 2017, RigNet acquired substantially all the assets of Energy Satellite Services (ESS). ESS is a supplier of wireless communications services via satellite networks primarily to the midstream sector of the oil and gas industry for remote pipeline monitoring. The assets acquired enhance RigNet’s Supervisory Control and Data Acquisition (SCADA) customer portfolio, and strengthen the Company’s Apps & IoT market position. The Company paid $22.2 million in cash for the ESS assets. ESS is based in Texas. The assets and liabilities of ESS have been recorded at their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying net tangible and identifiable intangible assets and liabilities has been recorded as goodwill. The goodwill of $8.5 million arising from the acquisition consists largely of growth prospects, synergies and other benefits that the Company believes will result from combining the operations of the Company and ESS, as well as other intangible assets that do not qualify for separate recognition, such as assembled workforce in place at the date of acquisition. The goodwill recognized is expected to be deductible for income tax purposes. The acquisition of ESS, including goodwill, is included in the Company’s consolidated financial statements as of the acquisition date and is reflected in the Apps & IoT segment. Weighted Average Estimated Useful Fair Market Values (in thousands) Accounts Receivable $ 392 Property and equipment 1,000 Covenant Not to Compete 5 3,040 Customer Relationships 7 9,870 Total identifiable intangible assets 12,910 Goodwill 8,465 Accounts Payable (567 ) Total purchase price $ 22,200 Data Technology Solutions On July 24, 2017, RigNet acquired substantially all the assets of Data Technology Solutions (DTS). DTS provides comprehensive communications and IT services to the onshore, offshore, and maritime industries, as well as disaster relief solutions to global corporate clients. The Company paid $5.1 million in cash for the DTS assets. DTS is based in Louisiana. The assets and liabilities of DTS have been recorded at their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying net tangible and identifiable intangible assets and liabilities has been recorded as goodwill. The goodwill of $0.7 million arising from the acquisition consists largely of growth prospects, synergies and other benefits that the Company believes will result from combining the operations of the Company and DTS, as well as other intangible assets that do not qualify for separate recognition, such as assembled workforce in place at the date of acquisition. The goodwill recognized is expected to be deductible for income tax purposes. The acquisition of DTS, including goodwill, is included in the Company’s consolidated financial statements as of the acquisition date and is reflected in the MCS segment. Fair Market Values (in thousands) Property and equipment $ 4,553 Goodwill 704 Accounts Payable (152 ) Total purchase price $ 5,105 Cyphre Security Solutions On May 18, 2017, RigNet completed its acquisition of Cyphre Security Solutions (Cyphre ® ® The contingent consideration for Cyphre 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. As of December 31, 2018, the fair value of the contingent consideration was $3.7 million, of which $0.3 million is in other current liabilities and $3.4 million is in other long-term liabilities. During the year ended December 31, 2018, RigNet recognized a $0.3 million reduction in fair value and accreted interest expense of $0.1 million on the Cyphre contingent consideration with corresponding changes to other liabilities. The assets and liabilities of Cyphre have been recorded at their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying net tangible and identifiable intangible assets and liabilities has been recorded as goodwill. The goodwill of $4.6 million arising from the acquisition consists largely of growth prospects, synergies and other benefits that the Company believes will result from combining the operations of the Company and Cyphre, as well as other intangible assets that do not qualify for separate recognition, such as assembled workforce in place at the date of acquisition. The goodwill recognized is expected to be deductible for income tax purposes. The acquisition of Cyphre, including goodwill, is included in the Company’s consolidated financial statements as of the acquisition date and is reflected in the Apps & IoT segment. Weighted Average Fair Market Values (in thousands) Property and equipment $ 18 Trade Name 7 1,590 Technology 7 5,571 Customer Relationships 7 332 Total identifiable intangible assets 7,493 Goodwill 4,591 Accrued Expenses (100 ) Total purchase price $ 12,002 (a) (a) Includes $3.8 million in contingent consideration estimated as of the date of acquisition. Actual and Pro Forma Impact of the 2017 Acquisitions The 2017 acquisitions of ESS, DTS and Cyphre contributed $5.1 million of revenue for the year ended December 31, 2017. The 2017 acquisitions contributed $1.4 million to net income for the year ended December 31, 2017. The following table represents supplemental pro forma information as if the 2017 acquisitions had occurred on January 1, 2016. Year Ended December 31, 2017 2016 (in thousands, except per share amounts) Revenue $ 214,899 $ 237,352 Expenses 228,105 242,483 Net loss $ (13,206 ) $ (5,131 ) Net loss attributable to $ (13,185 ) $ (5,341 ) Net loss per share attributable to Basic $ (0.73 ) $ (0.30 ) Diluted $ (0.73 ) $ (0.30 ) For the year ended December 31, 2017, RigNet incurred $3.3 million, of acquisition-related costs, which are reported as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Loss. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 are presented below. Managed Applications and Internet-of- Things Systems Total (in thousands) Balance, January 1, 2017 $ 21,331 $ 667 $ — $ 21,998 Acquisition of Cyphre, DTS and ESS 704 13,056 — 13,760 Foreign currency translation 1,330 — — 1,330 Balance, December 31, 2017 23,365 13,723 — 37,088 Acquisition of Intelie, Auto-Comm and SAFCON — 10,744 1,387 12,131 Foreign currency translation (886 ) (1,702 ) — (2,588 ) Balance, December 31, 2018 $ 22,479 $ 22,765 $ 1,387 $ 46,631 Intangibles Intangibles consist of customer relationships, brand name, backlog, technology and licenses acquired as part of the Company’s acquisitions. Intangibles also include internal-use Brand Backlog Customer Software Licenses Technology Covenant Customer Total (in thousands, except estimated lives) Intangibles Acquired 4,353 3,282 22,235 13,615 2,500 — — — 45,985 Accumulated amortization and foreign currency translation, January 1, 2017 (3,120 ) (3,069 ) (16,843 ) (5,591 ) (1,334 ) — — — (29,957 ) Balance, January 1, 2017 1,233 213 5,392 8,024 1,166 — — — 16,028 Additions 1,590 — 10,202 79 — 5,903 3,040 — 20,814 Amortization expense (669 ) (181 ) (2,302 ) (2,517 ) (286 ) (551 ) (253 ) — (6,759 ) Foreign currency translation 91 (15 ) 209 37 — — — — 322 Balance, December 31, 2017 2,245 17 13,501 5,623 880 5,352 2,787 — 30,405 Additions 2,840 — 1,300 236 1,251 8,948 — 191 14,766 Amortization expense (1,036 ) (17 ) (3,349 ) (2,480 ) (308 ) (1,787 ) (608 ) (191 ) (9,776 ) Foreign currency translation (366 ) (156 ) 66 — (1,206 ) — — (1,662 ) Balance, December 31, 2018 $ 3,683 $ — $ 11,296 $ 3,445 $ 1,823 $ 11,307 $ 2,179 $ 0 $ 33,733 Weighted average estimated lives (years) 7.0 0 7.0 5.0 15.3 5.0 7.0 0.0 The following table sets forth amortization expense for intangibles over the next five years (in thousands): 2019 7,237 2020 6,243 2021 5,835 2022 5,555 2023 4,911 Thereafter 3,952 $ 33,733 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 (in years) (in thousands) Telecommunication and computer equipment 1 - 5 $ 176,518 $ 152,480 Furniture and other 5 - 7 10,415 9,544 Building 10 4,419 4,627 Land — 1,378 1,444 192,730 168,095 Less: Accumulated depreciation (129,145 ) (107,751 ) $ 63,585 $ 60,344 Depreciation expense associated with property, plant and equipment was $23.4 million, $24.1 million and $28.3 million for the years ended December 31, 2018, 2017 and 2016, respectively. No impairment to property, plant and equipment was recorded in the years ended December 31, 2018, 2017 or 2016. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 6—Long-Term Debt As of December 31, 2018 and 2017, the following credit facilities and long-term debt arrangements with financial institutions were in place: December 31, 2018 2017 (in thousands) Term loan $ 10,000 $ 15,000 Revolving loan 67,150 43,400 Unamortized deferred financing costs (315 ) (497 ) Capital lease 192 211 77,027 58,114 Less: Current maturities of long-term debt (4,831 ) (4,814 ) Current maturities of capital lease (111 ) (127 ) $ 72,085 $ 53,173 Credit Agreement On November 6, 2017, the Company entered into its third amended and restated credit agreement with four participating financial institutions. The credit agreement provides for a $15.0 million term loan facility (Term Loan) and an $85.0 million revolving credit facility (RCF) and matures on November 6, 2020. The RCF contains a sub-limit stand-by Under the credit agreement, both the Term Loan and RCF bear interest at a rate of LIBOR plus a margin ranging from 1.75% to 2.75% based on a consolidated leverage ratio defined in the credit agreement. Interest is payable monthly and principal installments of $1.25 million under the Term Loan are due quarterly. The weighted average interest rate for the years ended December 31, 2018 and 2017 were 4.8% and 3.3%, respectively, with an interest rate of 5.3% at December 31, 2018. Term Loan As of December 31, 2018, the Term Loan had an outstanding principal balance of $10.0 million, excluding the impact of unamortized deferred financing costs. RCF As of December 31, 2018, $67.2 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, defined in the credit agreement, of less than or equal to 2.75 to 1.00 and a consolidated fixed charge coverage ratio of not less than 1.25 to 1.00 as of December 31, 2018. 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. In April 2019, the Company determined that in periods beginning at least as early as March 31, 2014, it had incurred and not appropriately included certain surety bonds or other similar instruments in its consolidated leverage ratio calculation as defined by the credit agreement. As a result, on May 6, 2019, the Company entered into a Consent and Waiver (Consent) to the credit agreement with the financial institutions party thereto under which the Company is permitted to exclude certain incurred surety bonds and other similar instruments from the calculation of Consolidated Funded Indebtedness (as defined in the credit agreement) for the period ended March 31, 2019. In addition, the Consent waived all specified violations for all prior periods. The Company continues to work with the financial institutions under our credit agreement to ensure that the credit agreement does not impede the Company’s ordinary-course business operations with respect to surety bonds and other similar instruments. Performance Bonds, Surety Bonds and Other Similar Instruments On September 14, 2012, NesscoInvsat Limited, a subsidiary of RigNet, secured a performance bond facility. On November 6, 2017, this facility became a part of the third amended and restated credit agreement and falls under the $25.0 million sub-limit As of December 31, 2018, there were no outstanding standby letters of credit and there were $30.5 million of performance bonds outstanding of which $1.7 million is issued by the parties under the Credit Agreement. 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. The Company maintains restricted cash on a dollar for dollar basis to secure this facility. 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, 2018 and 2017, deferred financing cost amortization of $0.2 million is included in interest expense in the Company’s consolidated financial statements. 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, 2018(in thousands): 2019 4,942 2020 72,085 Total debt, including current maturities $ 77,027 Updated Credit Agreement On February 13, 2019, the Company entered into the first amendment to the third amended and restated credit agreement (Updated Credit Agreement) with four participating financial institutions. The Company refinanced $30.0 million of outstanding draws under the existing $85.0 million RCF with a new $30.0 million term out facility. The Updated Credit Agreement requires a $45.0 million reserve (Specified Reserve) under the RCF that will be released and made available for borrowing for payment of monetary damages from the GX dispute. The Updated Credit Agreement provides for a $15.0 million term loan facility, a $30.0 million term out facility and an $85.0 million revolving credit facility. The revolving credit facility and term out facility mature on April 6, 2021. The term loan facility matures on December 31, 2020. Under the Updated Credit Agreement, the term loan facility, the term out facility and the revolving credit facility bear interest at a rate of LIBOR plus a margin ranging from 1.75% to 3.00% based on a consolidated leverage ratio defined in the Updated Credit Agreement. Interest is payable monthly and principal installments of $1.25 million under the term loan facility are due quarterly. Principal installments of $1.5 million are due quarterly under the term out facility beginning June 30, 2019. The revolving credit facility contains a sub-limit stand-by The Company’s Updated Credit Agreement contains certain covenants and restrictions, including restricting the payment of cash dividends under default, and maintaining certain financial covenants such as a consolidated fixed charge coverage ratio of not less than 1.25 to 1.00. Additionally, the Updated Credit Agreement requires a consolidated leverage ratio, as defined in the Updated Credit Agreement, of less than or equal to 2.75 to 1.00 as. The consolidated leverage ratio increases to 3.25 to 1.00 for four quarters starting in the quarter that RigNet makes a final irrevocable payment of all monetary damages from the GX dispute. The consolidated leverage ratio then decreases to 3.00 to 1.00 for three quarters, and then decreases to 2.75 to 1.00 for all remaining quarters. If any default occurs related to these covenants that is not cured or waived, the unpaid principal and any accrued interest can be declared immediately due and payable. The facilities under the Updated Credit Agreement are secured by substantially all the assets of the Company. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
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 Kohlberg Kravis Roberts & Co. L.P. (KKR). KKR is a significant stockholder of the Company. Under the arrangement, the Company will sell Darktrace’s cybersecurity audit services with the Company’s cybersecurity offerings. In the year ended December 31, 2018, the Company purchased $0.1 million from Darktrace in the ordinary course of business. Vissim AS has participated in a competitive request for quote from RigNet in the ordinary course of business. Vissim AS is 24% owned by AVANT Venture Capital AS. AVANT Venture Capital is owned by and has as its chairman of its board one of our board members. Although no amounts were spent with Vissim AS in the year ended December 31, 2018, in the future the Company may spend money with this potential vendor. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
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 • Restricted Cash • Accounts Receivable • Accounts Payable, Including Income Taxes Payable and Accrued Expenses • Long-Term Debt 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 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, 2018 or 2017. The Company’s non-financial The earn-out earn-out earn-out earn-out The contingent consideration for Cyphre 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. As of December 31, 2018, the fair value of the contingent consideration was $3.7 million, of which $0.3 million is in other current liabilities and $3.4 million is in other long-term liabilities. During the year ended December 31, 2018, RigNet recognized a $0.3 million reduction in fair value and accreted interest expense of $0.1 million on the Cyphre contingent consideration with corresponding changes to other liabilities. The earn-out earn-out earn-out. earn-out |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9—Commitments and Contingencies Legal Proceedings In August 2017, the Company filed litigation in Harris County District Court and arbitration against one of its former Chief Executive Officers for, among other things, breach of fiduciary duty, misappropriation of trade secrets, unfair competition and breach of contract. That former executive filed counterclaims against the Company and one of its independent directors. The parties entered into a settlement agreement resolving all claims amongst themselves in May 2018 and dismissed the litigation and arbitration proceedings. The Company incurred legal expense of approximately $0.6 million and $0.9 million in connection with this dispute for the year ended December 31, 2018 and 2017, respectively. 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 take-or-pay The Company has an accrued liability of $50.8 million, based on the Phase I interim award amount. While management believes it has strong counterclaims, which will be heard in Phase II and could reduce the ultimate liability, the amount of the final award is not estimable at this time. No assurance can be given as to the ultimate outcome of the GX dispute, and the ultimate outcome may differ from the accrued amount. Based on the information available at this time, the potential final loss could be based on the Phase I ruling less any offsets from RigNet’s counterclaims in Phase II of the arbitration offset by any potential counterclaims by Inmarsat, including interest and fees. As such, the range of the ultimate liability is currently not estimable. During the year ended December 31, 2018, the Company has accrued $50.6 million of expense, net of approximately $0.2 million of prior accruals, in the Corporate segment. The Company has incurred legal expenses of $2.2 million and $1.6 million in connection with the GX dispute for the years ended December 31, 2018 and 2017, respectively. The Company may continue to incur significant legal fees, related expenses and management time in the future. Other Litigation The Company, in the ordinary course of business, is a claimant or a defendant in various legal proceedings, including proceedings as to which the Company has insurance coverage and those that may involve the filing of liens against the Company or its assets. Sales Tax Audit The Company 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. The Company is in the early stages of the audit, and does not have any estimates of further exposure, if any, for the tax years under review. Contractual Dispute The Company’s Systems Integration business reached a settlement in the first quarter of 2016 related to a contract dispute associated with a percentage of completion project. The dispute related to the payment for work related to certain change orders. After the settlement, the Company recognized $2.3 million of gain in the first quarter of 2016. In the fourth quarter of 2016, the Company issued additional billings for approximately $1.0 million related to work performed in prior years under the contract. After the collection of this final billing in the fourth quarter of 2016, the Company received the certificate of final acceptance from the customer acknowledging completion of the project. The total loss incurred over the life of this project amounted to $11.2 million. The Company incurred legal expense of $0.2 million in connection with the dispute for the year ended December 31, 2016. Regulatory Matter In 2013, RigNet’s internal compliance program detected potential violations of U.S. sanctions by one of its foreign subsidiaries in connection with certain of its customers’ rigs that were moved into the territorial waters of countries sanctioned by the United States. The Company estimates that it received total revenue of approximately $0.1 million during the period related to the potential violations. The Company voluntarily self-reported the potential violations to the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce Bureau of Industry and Security (BIS) and retained outside counsel who conducted an investigation of the matter under the supervision of the Company’s Audit Committee and submitted a report to OFAC and BIS. The Company incurred legal expenses of $0.1 million in connection with the investigation during the year ended December 31, 2016. In the third quarter of 2016, the Company received a letter from BIS notifying the Company that it had concluded its investigation. BIS assessed no fines or penalties on the Company in connection with the matter. The Company does not anticipate any penalties or fines will be assessed as a result of the matter. As such, the Company released the previously accrued estimated liability of $0.8 million resulting in a decrease of general and administrative expense for the year ended December 31, 2016 in the MCS segment. Operating Leases The Company leases office space under lease agreements expiring on various dates through 2025. The Company recognized expense under operating leases of $2.8 million, $4.0 million and $4.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, future minimum lease obligations were as follows (in thousands): 2019 1,822 2020 1,115 2021 780 2022 692 2023 659 Thereafter 1,044 $ 6,112 Commercial Commitments The Company enters into contracts for satellite bandwidth and other network services with certain providers. As of December 31, 2018, the Company had the following commercial commitments related to satellite and network services (in thousands): 2019 10,600 2020 1,010 2021 108 $ 11,718 The Company is no longer reporting $65.0 million in the above table for capacity from Inmarsat’s GX network. Please see paragraph “Global Express (GX) Dispute” above for details of the ongoing arbitration. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 10—Stock-Based Compensation The Company has two stock-based compensation plans as described below. 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 shares of common stock to certain directors, officers and employees of the Company. Awards may be in the form of new stock incentive awards or options including (i) incentive or non-qualified During the year ended December 31, 2018, the Company granted 59,703 stock options with an average exercise price of $13.50 to certain officers and employees of the Company under the 2010 Plan. Options granted have a contractual term of ten years and vest over a four-year period of continued employment, with 25% of the options vesting on each of the first four anniversaries of the grant date. As of December 31, 2018, the Company has issued 1,204,813 options under the 2010 Plan, of which 193,441 options have been exercised, 691,766 options have been returned or forfeited and 319,606 options remain outstanding under the 2010 Plan. During the year ended December 31, 2018 in addition to the options described above, the Company granted a total of 459,497 stock-based awards to certain directors, officers and employees of the Company under the 2010 Plan. Of these, the Company granted (i) 158,503 restricted stock units (RSUs) to certain officers and employees that generally vest over a four-year period of continued employment, with 25% of the RSUs vesting on each of the first four anniversaries of the grant date, (ii) 17,380 RSUs to certain officers and employees that generally vest over a two year period of continued employment, with 50% of the RSUs vesting on each of the first two anniversaries of the grant date, (iii) 48,179 RSUs to outside directors that vest in 2019, (iv) 157,442 unrestricted stock grants to certain officers and employees that vested immediately and (v) 77,993 performance share units (PSUs) to certain officers and employees that generally cliff vest on the third anniversary of the grant date and are subject to continued employment and certain performance based targets. The ultimate number of PSUs issued is based on a multiple determined by the achievement of certain performance-based targets. As of December 31, 2018, 782,506 RSUs and shares of restricted stock have vested, 667,246 RSUs and shares of restricted stock have been forfeited and 395,265 unvested RSUs and shares of restricted stock were 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 vesting period, with 25.0% of the options vesting on each of the first four anniversaries of the grant date. The 2006 Plan authorized the issuance of three million options, which was increased to five million in January 2010, net of any options returned or forfeited. As of December 31, 2018, the Company has granted options to purchase 981,125 shares under the 2006 Plan, of which 754,878 options have been exercised, 221,872 options have been returned or forfeited and 4,375 options remain outstanding. The Company will grant no additional options under the 2006 Plan as the Company’s Board of Directors froze the 2006 Plan. 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, 2018, 2017 and 2016 was $4.7 million, $3.7 million and $3.4 million, respectively, and accordingly, reduced income for each year. There were no significant modifications to the two stock-based compensation plans during the years ended December 31, 2018, 2017 or 2016. As of December 31, 2018 and 2017, there were $3.3 million and $6.5 million, respectively, of total unrecognized compensation cost related to unvested equity awards granted and expected to vest under the 2010 Plan. This cost is expected to be recognized on a remaining weighted-average 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 non-transferability, • Risk-Free Interest Rate • Dividend Yield No options were granted in 2017. The assumptions used for grants made in the years ended December 31, 2018 and 2016 were as follows: Year Ended December 31, 2018 2016 Expected volatility 48 % 49 % Expected term (in years) 7 7 Risk-free interest rate 2.8 % 1.6 - 1.7 % 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, 2018 and 2016 was $7.14 and $6.56, 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, 2018, 2017 and 2016 was $14.22, $19.68 and $12.45 respectively. The following table summarizes the Company’s stock option activity as of and for the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, 2018 2017 2016 Number of Weighted Number of Weighted Number of Weighted (in thousands, except per share amounts) Balance, January 1, 381 $ 21.37 499 $ 20.77 992 $ 20.40 Granted 60 $ 13.50 — $ — 112 $ 12.80 Exercised (60 ) $ 16.15 (70 ) $ 13.04 (223 ) $ 8.73 Forfeited (53 ) $ 23.89 (47 ) $ 27.11 (382 ) $ 26.29 Expired (4 ) $ 6.55 (1 ) $ 8.32 — $ — Balance, December 31, 324 $ 20.41 381 $ 21.37 499 $ 20.77 Exercisable, December 31, 204 $ 23.41 224 $ 21.28 240 $ 18.02 Year Ended December 31, 2018 2017 2016 (in thousands) Intrinsic value of options exercised $ 1,297 $ 1,286 $ 591 Fair value of options vested $ 950 $ 837 $ 1,455 The following table summarizes the Company’s RSU, PSU and restricted stock activity as of and for the years ended December 31, 2018 and 2017: Year Ended December 31, 2018 2017 (in thousands) Balance, January 1, 436 494 Granted 459 232 Vested (337 ) (110 ) Forfeited (147 ) (180 ) Balance, December 31, 411 436 The weighted average remaining contractual term in years for equity awards outstanding as of and for the years ended December 31, 2018, 2017 and 2016 was 1.7 years, 1.7 years and 2.8 years, respectively. At December 31, 2018 equity awards vested and expected to vest totaled 2.7 million with awards available for grant of approximately 2.2 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, 2018, 2017 and 2016: Number of Weighted (in thousands) Unvested equity awards, January 1, 2016 506 $ 21.48 Granted 753 $ 11.57 Vested (169 ) $ 18.34 Forfeited (617 ) $ 13.97 Unvested equity awards, December 31, 2016 473 $ 16.62 Granted 232 $ 19.42 Vested (182 ) $ 14.16 Forfeited (227 ) $ 11.66 Unvested equity awards, December 31, 2017 296 $ 24.13 Granted 519 $ 14.03 Vested (259 ) $ 22.03 Forfeited (200 ) $ 12.41 Unvested equity awards, December 31, 2018 356 $ 17.52 |
Earnings (loss) per Share
Earnings (loss) per Share | 12 Months Ended |
Dec. 31, 2018 | |
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 number of basic shares outstanding. Basic shares equal the total of the common shares outstanding, weighted for the average days outstanding for the period. Basic shares exclude the dilutive effect of common shares that could potentially be issued due to exercise of stock options, vesting of restricted stock, RSUs or PSUs. Diluted EPS is computed by dividing loss attributable to RigNet common stockholders by the number of diluted shares outstanding. Diluted shares equal the total of the basic shares outstanding and all potentially issuable shares, other than antidilutive shares, if any, weighted for the average days outstanding for the period. The Company uses the treasury stock method to determine the dilutive effect. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, basic and dilutive loss per share are the same. 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, 2018 2017 2016 (in thousands) Net loss attributable to RigNet, Inc. $ (62,453 ) $ (16,176 ) $ (11,507 ) Weighted average shares outstanding, basic 18,713 18,009 17,768 Effect of dilutive securities — — — Weighted average shares outstanding, diluted 18,713 18,009 17,768 As of December 31, 2018, there were approximately 573,481 potentially issuable shares excluded from the Company’s calculation of diluted EPS that were excluded because the Company incurred a loss in the period and to include them would have been anti-dilutive. As of December 31, 2017, there were approximately 625,039 potentially issuable shares excluded from the Company’s calculation of diluted EPS that were excluded because the Company incurred a loss in the period and to include them would have been anti-dilutive. As of December 31, 2016, there were approximately 1,120,400 potentially issuable shares excluded from the Company’s calculation of diluted EPS that were excluded because the Company incurred a loss in the period and to include them would have been anti-dilutive. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12—Segment Information Segment information has been prepared consistent with the components of the enterprise for which separate financial information is available and regularly evaluated by the chief operating decision-maker for the purpose of allocating resources and assessing performance. Managed Communications was renamed Managed Communications Services (MCS). RigNet considers its business to consist of the following segments: • Managed Communications Services (MCS). • Applications and Internet-of-Things & IoT). over-the-top machine-to-machine • Systems Integration. Corporate and eliminations primarily represents unallocated executive and support activities, interest expense, income taxes, eliminations, the GX dispute and change in fair value of earn-out/contingent The Company’s reportable segment information as of and for the years ended December 31, 2018, 2017 and 2016 is presented below. Managed Applications and Internet-of- Things Systems Corporate and Consolidated (in thousands) 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 — — — 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 2017 Revenue $ 164,238 $ 15,626 $ 25,028 $ — $ 204,892 Cost of revenue (excluding depreciation and amortization) 101,681 10,751 18,734 — 131,166 Depreciation and amortization 23,202 1,738 2,438 3,467 30,845 Change in fair value of earn-out/contingent — — — (320 ) (320 ) Selling, general and administrative 16,841 1,685 1,403 33,260 53,189 Operating income (loss) $ 22,514 $ 1,452 $ 2,453 $ (36,407) $ (9,988) Total assets 181,157 32,464 16,708 (235 ) 230,094 Capital expenditures 17,066 198 — 645 17,909 2016 Revenue $ 192,538 $ 6,495 $ 21,590 $ — $ 220,623 Cost of revenue (excluding — depreciation and amortization) 112,046 2,703 15,010 — 129,759 Depreciation and amortization 26,581 — 2,712 4,263 33,556 Impairment of intangibles — — — 397 397 Change in fair value of earn-out/contingent — — — (1,279 ) (1,279 ) Selling, general and administrative 28,422 268 2,665 29,286 60,641 Operating income (loss) $ 25,489 $ 3,524 $ 1,203 $ (32,667 ) $ (2,451 ) Total assets 203,048 — 26,169 1,755 230,972 Capital expenditures 13,794 — — 1,403 15,197 The following table presents revenue earned from the Company’s domestic and international operations for the years ended December 31, 2018, 2017 and 2016. 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, 2018 2017 2016 (in thousands) Domestic $ 106,189 $ 63,460 $ 66,028 International 132,665 141,432 154,595 Total $ 238,854 $ 204,892 $ 220,623 The following table presents goodwill and long-lived assets for the Company’s domestic and international operations as of December 31, 2018 and 2017. December 31, 2018 2017 (in thousands) Domestic $ 73,615 $ 68,942 International 70,334 58,895 Total $ 143,949 $ 127,837 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 (in thousands) Current: Federal $ — $ — $ 23 State 659 495 43 Foreign 4,174 2,638 4,386 Total current 4,833 3,133 4,452 Deferred: Federal (411 ) (2,020 ) 458 State (1 ) (8 ) 419 Foreign (7,167 ) 2,367 496 Total deferred (7,579 ) 339 1,373 Income tax expense (benefit) $ (2,746 ) $ 3,472 $ 5,825 The following table sets forth the components of income (loss) before income taxes: Year Ended December 31, 2018 2017 2016 (in thousands) Income (loss) before income taxes: United States $ (63,266 ) $ (15,019 ) $ (18,361 ) Foreign (1,794 ) 2,294 12,889 $ (65,060 ) $ (12,725 ) $ (5,472 ) Income tax expense differs from the amount computed by applying the 2018 statutory federal income tax rate of 21.0% and the 2017 and 2016 statutory federal income tax rate of 35% to income (loss) before taxes as follows: Year Ended December 31, 2018 2017 2016 (in thousands) United States statutory federal income tax rate $ (13,663 ) $ (4,454 ) $ (1,915 ) Non-deductible 592 (294 ) 290 Deferred earnout adjustments 1,253 — — Noncash compensation 359 (30 ) 761 U.S. tax on foreign earnings, net of tax credits — (1,283 ) 587 Changes in valuation allowances 7,920 (5,956 ) 6,681 Tax credits (1,025 ) (699 ) (4,403 ) State taxes 74 224 53 Effect of operating in foreign jurisdictions 1,545 2,101 1,818 Deemed repatriation transition tax — 3,807 — Reduction of federal corporate tax rate 1,823 8,190 — Changes in prior year estimates (66 ) (26 ) 293 Changes in uncertain tax benefits (1,506 ) 1,798 1,243 Revisions of deferred tax accounts (56 ) (10 ) 313 Other 4 104 104 Income tax expense (benefit) $ (2,746 ) $ 3,472 $ 5,825 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, 2018 2017 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 17,934 $ 15,598 Federal, state and foreign tax credits 13,042 17,833 Depreciation and amortization 12,359 13,009 Unrealized loss on functional currency 1,203 565 Allowance for doubtful accounts 1,221 704 Accruals not currently deductible 12,559 1,027 Stock-based compensation 755 812 Intercompany interest 1,779 1,985 Other 193 351 Valuation allowance (51,316 ) (45,129 ) Total deferred tax assets 9,729 6,755 Deferred tax liabilities: Depreciation and amortization (2,342 ) (605 ) Tax on foreign earnings — — Other (398 ) (280 ) Total deferred tax liabilities (2,740 ) (885 ) Net deferred tax assets $ 6,989 $ 5,870 As of December 31, 2018, the Company’s as filed net operating loss and tax credit carryforwards were as follows: Jurisdiction Expiration Net Operating Tax Credit (in thousands) U.S. Federal 2036 $ 20,263 $ — U.S. Federal Indefinite 5,728 — U.S. Federal 2020 — 9,930 U.S. State 2020 6,763 — Non-U.S. Indefinite 49,141 — Non-U.S. 2019 1,607 — $ 83,502 $ 9,930 As of December 31, 2018, the Company’s valuation allowances were as follows: Jurisdiction Valuation (in thousands) United States $ 38,450 Norway 10,093 United Kingdom 2,466 Other 307 $ 51,316 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 2018, the Company released the valuation allowance of $4.2 million in Australia. Management determined that sufficient positive evidence exists to conclude that it is more likely than not that the deferred tax assets will be realized in the future. As of December 31, 2018, 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. The Company did recognize U.S. taxes on the one-time Corporate Tax Reform On December 22, 2017 the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (The Tax Act), making broad and complex changes to the U.S. tax code. The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. During 2018, the Company has completed the accounting for the income tax effects of the Tax Act based on current regulations and available information. Any additional guidance issued by the IRS could impact our recorded amounts in future periods.. The adjustments related to The Tax Act are recorded as follows: Reduction of US Federal Corporate Tax Rate: Deemed Repatriation Transition Tax: Global Intangible Low Taxed Income (GILTI): 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, 2018, 2017 and 2016, the Company’s uncertain tax benefits totaling $16.1 million, $18.8 million and $21.8 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, 2018 2017 2016 (in thousands) Balance, January 1, $ 9,637 $ 13,244 $ 15,718 Additions for the current year tax — — 794 Additions related to prior years — 110 602 Reductions related to settlements with taxing authorities — — (3,701 ) Reductions related to lapses in statue of limitations (1,262 ) (327 ) (169 ) Reductions related to prior years (878 ) (3,390 ) — Balance, December 31, $ 7,497 $ 9,637 $ 13,244 As of December 31, 2018, the Company’s gross unrecognized tax benefits which would impact the annual effective tax rate upon recognition were $7.5 million. In addition, as of December 31, 2018, the Company has recorded related assets, net of a valuation allowance of $1.1 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, 2018, 2017 and 2016, the Company has accrued penalties and interest of approximately $8.6 million, $9.2 million and $8.8 million, respectively. The Company has recognized ($0.6) million, $0.3 million and $1.6 million of interest and penalties in income tax expense for the years ended December 31, 2018, 2017 and 2016, 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 $3.3 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. All of the Company’s federal filings are still subject to tax examinations. With few exceptions, the Company is no longer subject to the foreign income tax examinations by tax authorities for years before 2008. The Company received an IRS notice informing us of an audit of the Company’s 2016 income tax return. It is unclear if the audit and the appeals process, if necessary, will be completed within the next twelve months. The Company is in the early stages of the audit and is unable to quantify any potential settlement or outcome of the audit at this time. |
Supplemental Quarterly Financia
Supplemental Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Supplemental Quarterly Financial Information (Unaudited) | Note 14—Supplemental Quarterly Financial Information (Unaudited) Summarized quarterly supplemental consolidated financial information for 2018 and 2017 are as follows: 2018 Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) Revenue $ 53,833 $ 60,007 $ 64,770 $ 60,244 Operating loss $ (4,470 ) $ (4,330 ) $ (1,021 ) $ (51,274 ) Net loss $ (5,526 ) $ (4,299 ) $ (2,798 ) $ (49,691 ) Net loss attributable to RigNet, Inc. common stockholders $ (5,556 ) $ (4,329 ) $ (2,847 ) $ (49,721 ) Net loss per share attributable to RigNet, Inc. common stockholders, basic $ (0.31 ) $ (0.23 ) $ (0.15 ) $ (2.62 ) Net loss per share attributable to RigNet, Inc. common stockholders, diluted $ (0.31 ) $ (0.23 ) $ (0.15 ) $ (2.62 ) Weighted average shares outstanding, basic 18,146 18,639 18,905 18,948 Weighted average shares outstanding, diluted 18,146 18,639 18,905 18,948 2017 Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) Revenue $ 48,072 $ 49,162 $ 50,844 $ 56,814 Operating loss $ (1,067 ) $ (3,438 ) $ (2,951 ) $ (2,532 ) Net loss $ (1,987 ) $ (4,210 ) $ (4,193 ) $ (5,807 ) Net loss attributable to RigNet, Inc. common stockholders $ (2,026 ) $ (4,249 ) $ (4,232 ) $ (5,669 ) Net loss per share attributable to RigNet, Inc. common stockholders, basic $ (0.11 ) $ (0.24 ) $ (0.23 ) $ (0.31 ) Net loss per share attributable to RigNet, Inc. common stockholders, diluted $ (0.11 ) $ (0.24 ) $ (0.23 ) $ (0.31 ) Weighted average shares outstanding, basic 17,873 17,985 18,086 18,090 Weighted average shares outstanding, diluted 17,873 17,985 18,086 18,090 Note - The Quarter Ended December 31, 2018 includes a net $50.6 million expense accrual for the GX dispute reported in general and administrative expense. See a more complete discussion of the GX Dispute in Note 9 of the Notes to Consolidated Financial Statements and in Item 3, Legal Proceedings of this Annual Report on Form 10-K. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | Note 15 – Employee Benefits The Company maintains a 401(k)-plan pursuant to which eligible employees may make contributions through a payroll deduction. Effective January 1, 2018, the Company re-instated |
Restructuring Costs - Cost Redu
Restructuring Costs - Cost Reduction Plans | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs - Cost Reduction Plans | Note 16 – Restructuring Costs – Cost Reduction Plans During the year ended December 31, 2018, the Company incurred a net pre-tax During the year ended December 31, 2017, the Company incurred a net pre-tax During the year ended December 31, 2016, the Company incurred net pre-tax |
Executive Departure costs
Executive Departure costs | 12 Months Ended |
Dec. 31, 2018 | |
Compensation Related Costs [Abstract] | |
Executive Departure costs | Note 17 –Executive Departure costs Charles “Chip” Schneider, the prior Senior Vice President and Chief Financial Officer, departed the Company effective December 27, 2017. On August 20, 2018, Lee M. Ahlstrom was named Senior Vice President and Chief Financial Officer. Marty Jimmerson, the Company’s former CFO, served as Interim CEO and President from January 7, 2016 to May 31, 2016, to replace Mark Slaughter, the prior CEO and President. Mr. Jimmerson departed the Company on June 1, 2016. On May 31, 2016, Steven E. Pickett was named Chief Executive Officer (CEO) and President of the Company. In connection with these executive departures, the Company incurred executive departure expense of $0.4 million, $1.2 million and $1.9 million for the years ended December 31, 2018, 2017 and 2016, respectively, in the corporate segment. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 our 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 RigNet delivers advanced software, optimized industry solutions, 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 |
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). The GX dispute and change in fair value of earn-out/contingent |
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, 2018, 2017 and 2016, non-controlling |
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 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on-hand |
Restricted Cash | Restricted Cash As of December 31, 2018 and 2017, the Company had restricted cash of $0.1 million and $1.5 million, in current and long-term assets, respectively. The restricted cash in long-term assets is primarily used to collateralize a performance bond in the MCS segment (see Note 6 – “Long-Term Debt”). |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recognized as customers are billed in accordance with customer contractual agreements. The Company reports an allowance for doubtful accounts for probable credit losses existing in accounts receivable. Management determines the allowance based on a review of currently outstanding receivables and the Company’s historical write-off |
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 provided using the straight-line method over the expected useful lives of the respective assets, which range from one to ten 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, 2018, 2017 or 2016. Maintenance and repair costs are charged to expense when incurred. |
Intangibles | Intangibles Intangibles consist of customer relationships, covenants-not-to-compete, internal-use No impairment to intangibles was recorded in the years ended December 31, 2018 or 2017. In June 2016, the Company identified a triggering event for a license in Kazakhstan associated with a decline in cash flow projections, which resulted in a $0.4 million impairment of licenses in the Corporate segment, which was the full amount of the Company’s intangibles within Kazakhstan. |
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 unit, including goodwill. Fair value of the reporting unit is determined using a combination of the reporting unit’s expected present value of future cash flows and a market approach. The present value of future cash flows is estimated using our most recent forecast and our weighted average cost of capital. The market approach uses a market multiple on the reporting unit’s cash generated from operations. Significant estimates for each reporting unit included in our impairment analysis are cash flow forecasts, our weighted average cost of capital, projected income tax rates and market multiples. Changes in these estimates could affect the estimated fair value of our reporting units and result in an impairment of goodwill in a future period. If the fair value of a reporting unit is less than its book value, goodwill of the reporting unit is considered to be impaired. If the book value of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Any impairment in the value of goodwill is charged to earnings in the period such impairment is determined. The Company performs its annual impairment test on July 31, with the most recent annual test being performed as of July 31, 2018. The July 31, 2018, 2017 and 2016 tests resulted in no impairment as the fair value of each reporting unit exceeded the carrying value plus goodwill of that reporting unit. Additionally, the November 30, 2017 interim test, which was conducted due to a change in segments after the Company completed the acquisition of ESS resulted in no impairment as the fair value of each reporting unit substantially exceeded the carrying value plus goodwill of that reporting unit. MCS had $22.5 million of goodwill as of December 31, 2018, and fair value exceeded carrying value by 34.7% as of the July 31, 2018 annual impairment test. Apps & IoT had $22.8 million of goodwill as of December 31, 2018, and fair value exceeded carrying value by 48.1% as of the July 31, 2018 annual impairment test. Systems Integration had $1.4 million of goodwill as of December 31, 2018, and fair value exceeded carrying value by 126.5% as of the July 31, 2018 annual impairment test. Any future downturn in our business could adversely impact the key assumptions in our impairment test. While we believe that there appears to be no indication of current or future impairment, historical operating results may not be indicative of future operating results and events and circumstances may occur causing a triggering event in a period as short as three months. As of December 31, 2018 and 2017, goodwill was $46.6 million and $37.1 million, respectively. In addition to the impact of acquisitions and impairments, goodwill increases or decreases in value due to the effect of foreign currency translation. |
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 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 three years with renewal options. Land-based contracts are generally shorter term or terminable on short notice without a penalty. Service orders are executed under the MSA for individual remote sites or groups of sites, and generally permit early termination on short notice without penalty in the event of force majeure, breach of the 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 Performance Obligations Satisfied at a Point in Time Revenue Recognition – Systems Integration Revenues related to long-term, fixed-price Systems Integration contracts for customized network solutions are recognized based on the percentage of completion for the contract. At any point, RigNet has numerous contracts in progress, all of which are at various stages of completion. Accounting for revenues and profits on long-term contracts requires estimates of total estimated contract costs and estimates of progress toward completion to determine the extent of revenue and profit recognition. Performance Obligations Satisfied Over Time cost-to-cost 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). Systems Integration contracts are billed in accordance with the terms of the contract which are typically either based on milestones or specified time intervals. As of December 31, 2018 and 2017, the amount of CIEB related to Systems Integration projects was $7.1 million and $2.4 million, respectively. Under long-term contracts, amounts recorded in CIEB may not be realized or paid, respectively, within a one-year Variable Consideration Backlog |
Stock-Based Compensation | 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 | 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. On December 22, 2017 the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (The Tax Act), making broad and complex changes to the U.S. tax code. The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The Company has completed the accounting for the income tax effects of the Tax Act based on current regulations and available information. Any additional guidance issued by the IRS could impact our recorded amounts in future periods. |
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 the consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 2014-09), No. 2015-14 2015-14), No. 2016-08 2016-08), No. 2016-10 2016-10) No. 2016-12 2016-12), In March 2016, the FASB issued Accounting Standards Update No. 2016-02 2016-02), right-of-use No. 2018-11 2018-11). 2016-02. In August 2016, the FASB issued Accounting Standards Update No. 2016-15 2016-15), In October 2016, the FASB issued Accounting Standards Update No. 2016-16 2016-16), In November 2016, the FASB issued Accounting Standards Update No. 2016-18 2016-18), In June 2018, the FASB issued Accounting Standards Update No. 2018-07 2018-07), In August 2018, the FASB issued ASU No. 2018-13 2018-13), In August 2018, the FASB issued ASU No. 2018-15 2018-15), |
Business and Credit Concentra_2
Business and Credit Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 or as a result of changes in the overall aging of accounts receivable. Year Ended December 31, 2018 2017 2016 (in thousands) Accounts receivable $ 71,649 $ 51,996 $ 52,996 Allowance for doubtful accounts, January 1, (2,975 ) (4,324 ) (3,972 ) Current year provision for doubtful accounts (2,660 ) (366 ) (1,095 ) Write-offs 1,436 1,715 743 Allowance for doubtful accounts, December 31, (4,199 ) (2,975 ) (4,324 ) Accounts receivable, net $ 67,450 $ 49,021 $ 48,672 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Hydrasat, Auto-Comm, SAFCON and Intelie Solucoes Em Informatica S A [Member] | |
Supplemental Pro Forma Information | The following table represents supplemental pro forma information as if the 2018 acquisitions had occurred on January 1, 2017. Year Ended Year Ended 2018 2017 (in thousands, except per share amounts) Revenue $ 243,311 $ 222,404 Expenses* 305,096 238,045 Net loss $ (61,785 ) $ (15,641 ) Net loss attributable to $ (61,924 ) $ (15,620 ) Net loss per share attributable to Basic $ (3.31 ) $ (0.87 ) Diluted $ (3.31 ) $ (0.87 ) * Note - The Year Ended December 31, 2018 includes a net $50.6 million expense accrual for the GX dispute reported in general and administrative expense. See a more complete discussion of the GX Dispute in Note 9 of the Notes to Consolidated Financial Statements and in Item 3, Legal Proceedings of this Annual Report on Form 10-K. |
Auto-Comm and SAFCON [Member] | |
Summary of Allocation of Purchase Price | The acquisitions of Auto-Comm and SAFCON, including goodwill, are included in the Company’s consolidated financial statements as of the acquisition date and are primarily reflected in the Systems Integration segment. Weighted Average Estimated Useful Fair Market Values (in thousands) Current assets $ 4,947 Property and equipment 132 Trade name 7 $ 540 Customer relationships 7 980 Total identifiable intangible assets 1,520 Goodwill 1,387 Current liabilities (1,006 ) Deferred tax liability (319 ) Total purchase price $ 6,661 |
Intelie Solucoes Em Informatica S A [Member] | |
Summary of Allocation of Purchase Price | The acquisition of Intelie, including goodwill, is included in the Company’s consolidated financial statements as of the acquisition date and is reflected in the Apps & IoT segment. Weighted Average Fair Market Values (in thousands) Current assets $ 589 Property and equipment 73 Trade name 7 $ 2,300 Technology 7 8,400 Customer relationships 7 320 Total identifiable intangible assets 11,020 Goodwill 10,744 Current liabilities (460 ) Deferred tax liability (3,825 ) Total purchase price $ 18,141 (a) (a) Includes $7.6 million in contingent consideration earn-out |
Energy Satellite Services [Member] | |
Summary of Allocation of Purchase Price | The acquisition of ESS, including goodwill, is included in the Company’s consolidated financial statements as of the acquisition date and is reflected in the Apps & IoT segment. Weighted Average Estimated Useful Fair Market Values (in thousands) Accounts Receivable $ 392 Property and equipment 1,000 Covenant Not to Compete 5 3,040 Customer Relationships 7 9,870 Total identifiable intangible assets 12,910 Goodwill 8,465 Accounts Payable (567 ) Total purchase price $ 22,200 |
Data Technology Solutions [Member] | |
Summary of Allocation of Purchase Price | The acquisition of DTS, including goodwill, is included in the Company’s consolidated financial statements as of the acquisition date and is reflected in the MCS segment. Fair Market Values (in thousands) Property and equipment $ 4,553 Goodwill 704 Accounts Payable (152 ) Total purchase price $ 5,105 |
Cyphre Security Solutions [Member] | |
Summary of Allocation of Purchase Price | The acquisition of Cyphre, including goodwill, is included in the Company’s consolidated financial statements as of the acquisition date and is reflected in the Apps & IoT segment. Weighted Average Fair Market Values (in thousands) Property and equipment $ 18 Trade Name 7 1,590 Technology 7 5,571 Customer Relationships 7 332 Total identifiable intangible assets 7,493 Goodwill 4,591 Accrued Expenses (100 ) Total purchase price $ 12,002 (a) (a) Includes $3.8 million in contingent consideration estimated as of the date of acquisition. |
Energy Satellite Services, Data Technology Solutions and Cyphre Security Solutions [Member] | |
Supplemental Pro Forma Information | The following table represents supplemental pro forma information as if the 2017 acquisitions had occurred on January 1, 2016. Year Ended December 31, 2017 2016 (in thousands, except per share amounts) Revenue $ 214,899 $ 237,352 Expenses 228,105 242,483 Net loss $ (13,206 ) $ (5,131 ) Net loss attributable to RigNet, Inc. common stockholders $ (13,185 ) $ (5,341 ) Net loss per share attributable to RigNet, Inc. common stockholders: Basic $ (0.73 ) $ (0.30 ) Diluted $ (0.73 ) $ (0.30 ) |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 are presented below. Managed Applications and Internet-of- Things Systems Total (in thousands) Balance, January 1, 2017 $ 21,331 $ 667 $ — $ 21,998 Acquisition of Cyphre, DTS and ESS 704 13,056 — 13,760 Foreign currency translation 1,330 — — 1,330 Balance, December 31, 2017 23,365 13,723 — 37,088 Acquisition of Intelie, Auto-Comm and SAFCON — 10,744 1,387 12,131 Foreign currency translation (886 ) (1,702 ) — (2,588 ) Balance, December 31, 2018 $ 22,479 $ 22,765 $ 1,387 $ 46,631 |
Intangibles Activities | The following table reflects intangibles activities for the years ended December 31, 2018 and 2017: Brand Backlog Customer Software Licenses Technology Covenant Customer Total (in thousands, except estimated lives) Intangibles Acquired 4,353 3,282 22,235 13,615 2,500 — — — 45,985 Accumulated amortization and foreign currency translation, January 1, 2017 (3,120 ) (3,069 ) (16,843 ) (5,591 ) (1,334 ) — — — (29,957 ) Balance, January 1, 2017 1,233 213 5,392 8,024 1,166 — — — 16,028 Additions 1,590 — 10,202 79 — 5,903 3,040 — 20,814 Amortization expense (669 ) (181 ) (2,302 ) (2,517 ) (286 ) (551 ) (253 ) — (6,759 ) Foreign currency translation 91 (15 ) 209 37 — — — — 322 Balance, December 31, 2017 2,245 17 13,501 5,623 880 5,352 2,787 — 30,405 Additions 2,840 — 1,300 236 1,251 8,948 — 191 14,766 Amortization expense (1,036 ) (17 ) (3,349 ) (2,480 ) (308 ) (1,787 ) (608 ) (191 ) (9,776 ) Foreign currency translation (366 ) (156 ) 66 — (1,206 ) — — (1,662 ) Balance, December 31, 2018 $ 3,683 $ — $ 11,296 $ 3,445 $ 1,823 $ 11,307 $ 2,179 $ 0 $ 33,733 Weighted average estimated lives (years) 7.0 0 7.0 5.0 15.3 5.0 7.0 0.0 |
Amortization Expense for Intangibles | The following table sets forth amortization expense for intangibles over the next five years (in thousands): 2019 7,237 2020 6,243 2021 5,835 2022 5,555 2023 4,911 Thereafter 3,952 $ 33,733 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consists of the following: Estimated December 31, 2018 2017 (in years) (in thousands) Telecommunication and computer equipment 1 - 5 $ 176,518 $ 152,480 Furniture and other 5 - 7 10,415 9,544 Building 10 4,419 4,627 Land — 1,378 1,444 192,730 168,095 Less: Accumulated depreciation (129,145 ) (107,751 ) $ 63,585 $ 60,344 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Long-Term Debt Arrangements | As of December 31, 2018 and 2017, the following credit facilities and long-term debt arrangements with financial institutions were in place: December 31, 2018 2017 (in thousands) Term loan $ 10,000 $ 15,000 Revolving loan 67,150 43,400 Unamortized deferred financing costs (315 ) (497 ) Capital lease 192 211 77,027 58,114 Less: Current maturities of long-term debt (4,831 ) (4,814 ) Current maturities of capital lease (111 ) (127 ) $ 72,085 $ 53,173 |
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, 2018(in thousands): 2019 4,942 2020 72,085 Total debt, including current maturities $ 77,027 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Obligations | As of December 31, 2018, future minimum lease obligations were as follows (in thousands): 2019 1,822 2020 1,115 2021 780 2022 692 2023 659 Thereafter 1,044 $ 6,112 |
Commercial Commitments Related to Satellite and Network Services | As of December 31, 2018, the Company had the following commercial commitments related to satellite and network services (in thousands): 2019 10,600 2020 1,010 2021 108 $ 11,718 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions Used for Stock Option Grants | The assumptions used for grants made in the years ended December 31, 2018 and 2016 were as follows: Year Ended December 31, 2018 2016 Expected volatility 48 % 49 % Expected term (in years) 7 7 Risk-free interest rate 2.8 % 1.6 - 1.7 % 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, 2018, 2017 and 2016: Year Ended December 31, 2018 2017 2016 Number of Weighted Number of Weighted Number of Weighted (in thousands, except per share amounts) Balance, January 1, 381 $ 21.37 499 $ 20.77 992 $ 20.40 Granted 60 $ 13.50 — $ — 112 $ 12.80 Exercised (60 ) $ 16.15 (70 ) $ 13.04 (223 ) $ 8.73 Forfeited (53 ) $ 23.89 (47 ) $ 27.11 (382 ) $ 26.29 Expired (4 ) $ 6.55 (1 ) $ 8.32 — $ — Balance, December 31, 324 $ 20.41 381 $ 21.37 499 $ 20.77 Exercisable, December 31, 204 $ 23.41 224 $ 21.28 240 $ 18.02 Year Ended December 31, 2018 2017 2016 (in thousands) Intrinsic value of options exercised $ 1,297 $ 1,286 $ 591 Fair value of options vested $ 950 $ 837 $ 1,455 |
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, 2018 and 2017: Year Ended December 31, 2018 2017 (in thousands) Balance, January 1, 436 494 Granted 459 232 Vested (337 ) (110 ) Forfeited (147 ) (180 ) Balance, December 31, 411 436 |
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, 2018, 2017 and 2016: Number of Weighted (in thousands) Unvested equity awards, January 1, 2016 506 $ 21.48 Granted 753 $ 11.57 Vested (169 ) $ 18.34 Forfeited (617 ) $ 13.97 Unvested equity awards, December 31, 2016 473 $ 16.62 Granted 232 $ 19.42 Vested (182 ) $ 14.16 Forfeited (227 ) $ 11.66 Unvested equity awards, December 31, 2017 296 $ 24.13 Granted 519 $ 14.03 Vested (259 ) $ 22.03 Forfeited (200 ) $ 12.41 Unvested equity awards, December 31, 2018 356 $ 17.52 |
Earnings (loss) per Share (Tabl
Earnings (loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 (in thousands) Net loss attributable to RigNet, Inc. $ (62,453 ) $ (16,176 ) $ (11,507 ) Weighted average shares outstanding, basic 18,713 18,009 17,768 Effect of dilutive securities — — — Weighted average shares outstanding, diluted 18,713 18,009 17,768 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Company's Business Segment Information | The Company’s reportable segment information as of and for the years ended December 31, 2018, 2017 and 2016 is presented below. Managed Applications and Internet-of- Things Systems Corporate and Consolidated (in thousands) 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 — — — 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 2017 Revenue $ 164,238 $ 15,626 $ 25,028 $ — $ 204,892 Cost of revenue (excluding depreciation and amortization) 101,681 10,751 18,734 — 131,166 Depreciation and amortization 23,202 1,738 2,438 3,467 30,845 Change in fair value of earn-out/contingent — — — (320 ) (320 ) Selling, general and administrative 16,841 1,685 1,403 33,260 53,189 Operating income (loss) $ 22,514 $ 1,452 $ 2,453 $ (36,407) $ (9,988) Total assets 181,157 32,464 16,708 (235 ) 230,094 Capital expenditures 17,066 198 — 645 17,909 2016 Revenue $ 192,538 $ 6,495 $ 21,590 $ — $ 220,623 Cost of revenue (excluding — depreciation and amortization) 112,046 2,703 15,010 — 129,759 Depreciation and amortization 26,581 — 2,712 4,263 33,556 Impairment of intangibles — — — 397 397 Change in fair value of earn-out/contingent — — — (1,279 ) (1,279 ) Selling, general and administrative 28,422 268 2,665 29,286 60,641 Operating income (loss) $ 25,489 $ 3,524 $ 1,203 $ (32,667 ) $ (2,451 ) Total assets 203,048 — 26,169 1,755 230,972 Capital expenditures 13,794 — — 1,403 15,197 |
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, 2018, 2017 and 2016. 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, 2018 2017 2016 (in thousands) Domestic $ 106,189 $ 63,460 $ 66,028 International 132,665 141,432 154,595 Total $ 238,854 $ 204,892 $ 220,623 |
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, 2018 and 2017. December 31, 2018 2017 (in thousands) Domestic $ 73,615 $ 68,942 International 70,334 58,895 Total $ 143,949 $ 127,837 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of the Income Tax Expense | The components of the income tax expense are: Year Ended December 31, 2018 2017 2016 (in thousands) Current: Federal $ — $ — $ 23 State 659 495 43 Foreign 4,174 2,638 4,386 Total current 4,833 3,133 4,452 Deferred: Federal (411 ) (2,020 ) 458 State (1 ) (8 ) 419 Foreign (7,167 ) 2,367 496 Total deferred (7,579 ) 339 1,373 Income tax expense (benefit) $ (2,746 ) $ 3,472 $ 5,825 |
Income (Loss) Before Income Taxes | The following table sets forth the components of income (loss) before income taxes: Year Ended December 31, 2018 2017 2016 (in thousands) Income (loss) before income taxes: United States $ (63,266 ) $ (15,019 ) $ (18,361 ) Foreign (1,794 ) 2,294 12,889 $ (65,060 ) $ (12,725 ) $ (5,472 ) |
Income Tax Expense | Income tax expense differs from the amount computed by applying the 2018 statutory federal income tax rate of 21.0% and the 2017 and 2016 statutory federal income tax rate of 35% to income (loss) before taxes as follows: Year Ended December 31, 2018 2017 2016 (in thousands) United States statutory federal income tax rate $ (13,663 ) $ (4,454 ) $ (1,915 ) Non-deductible 592 (294 ) 290 Deferred earnout adjustments 1,253 — — Noncash compensation 359 (30 ) 761 U.S. tax on foreign earnings, net of tax credits — (1,283 ) 587 Changes in valuation allowances 7,920 (5,956 ) 6,681 Tax credits (1,025 ) (699 ) (4,403 ) State taxes 74 224 53 Effect of operating in foreign jurisdictions 1,545 2,101 1,818 Deemed repatriation transition tax — 3,807 — Reduction of federal corporate tax rate 1,823 8,190 — Changes in prior year estimates (66 ) (26 ) 293 Changes in uncertain tax benefits (1,506 ) 1,798 1,243 Revisions of deferred tax accounts (56 ) (10 ) 313 Other 4 104 104 Income tax expense (benefit) $ (2,746 ) $ 3,472 $ 5,825 |
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, 2018 2017 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 17,934 $ 15,598 Federal, state and foreign tax credits 13,042 17,833 Depreciation and amortization 12,359 13,009 Unrealized loss on functional currency 1,203 565 Allowance for doubtful accounts 1,221 704 Accruals not currently deductible 12,559 1,027 Stock-based compensation 755 812 Intercompany interest 1,779 1,985 Other 193 351 Valuation allowance (51,316 ) (45,129 ) Total deferred tax assets 9,729 6,755 Deferred tax liabilities: Depreciation and amortization (2,342 ) (605 ) Tax on foreign earnings — — Other (398 ) (280 ) Total deferred tax liabilities (2,740 ) (885 ) Net deferred tax assets $ 6,989 $ 5,870 |
Net Operating Loss and Tax Credit Carryforwards | As of December 31, 2018, the Company’s as filed net operating loss and tax credit carryforwards were as follows: Jurisdiction Expiration Net Operating Tax Credit (in thousands) U.S. Federal 2036 $ 20,263 $ — U.S. Federal Indefinite 5,728 — U.S. Federal 2020 — 9,930 U.S. State 2020 6,763 — Non-U.S. Indefinite 49,141 — Non-U.S. 2019 1,607 — $ 83,502 $ 9,930 |
Summary of Deferred Tax Valuation Allowances | As of December 31, 2018, the Company’s valuation allowances were as follows: Jurisdiction Valuation (in thousands) United States $ 38,450 Norway 10,093 United Kingdom 2,466 Other 307 $ 51,316 |
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, 2018 2017 2016 (in thousands) Balance, January 1, $ 9,637 $ 13,244 $ 15,718 Additions for the current year tax — — 794 Additions related to prior years — 110 602 Reductions related to settlements with taxing authorities — — (3,701 ) Reductions related to lapses in statue of limitations (1,262 ) (327 ) (169 ) Reductions related to prior years (878 ) (3,390 ) — Balance, December 31, $ 7,497 $ 9,637 $ 13,244 |
Supplemental Quarterly Financ_2
Supplemental Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Supplemental Consolidated Financial Information | Summarized quarterly supplemental consolidated financial information for 2018 and 2017 are as follows: 2018 Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) Revenue $ 53,833 $ 60,007 $ 64,770 $ 60,244 Operating loss $ (4,470 ) $ (4,330 ) $ (1,021 ) $ (51,274 ) Net loss $ (5,526 ) $ (4,299 ) $ (2,798 ) $ (49,691 ) Net loss attributable to RigNet, Inc. common stockholders $ (5,556 ) $ (4,329 ) $ (2,847 ) $ (49,721 ) Net loss per share attributable to RigNet, Inc. common stockholders, basic $ (0.31 ) $ (0.23 ) $ (0.15 ) $ (2.62 ) Net loss per share attributable to RigNet, Inc. common stockholders, diluted $ (0.31 ) $ (0.23 ) $ (0.15 ) $ (2.62 ) Weighted average shares outstanding, basic 18,146 18,639 18,905 18,948 Weighted average shares outstanding, diluted 18,146 18,639 18,905 18,948 2017 Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) Revenue $ 48,072 $ 49,162 $ 50,844 $ 56,814 Operating loss $ (1,067 ) $ (3,438 ) $ (2,951 ) $ (2,532 ) Net loss $ (1,987 ) $ (4,210 ) $ (4,193 ) $ (5,807 ) Net loss attributable to RigNet, Inc. common stockholders $ (2,026 ) $ (4,249 ) $ (4,232 ) $ (5,669 ) Net loss per share attributable to RigNet, Inc. common stockholders, basic $ (0.11 ) $ (0.24 ) $ (0.23 ) $ (0.31 ) Net loss per share attributable to RigNet, Inc. common stockholders, diluted $ (0.11 ) $ (0.24 ) $ (0.23 ) $ (0.31 ) Weighted average shares outstanding, basic 17,873 17,985 18,086 18,090 Weighted average shares outstanding, diluted 17,873 17,985 18,086 18,090 |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Maturities of cash on-hand and highly-liquid investments purchased | Three months or less | ||||
Restricted cash, current | $ 41,000 | $ 43,000 | $ 139,000 | ||
Restricted cash, long-term assets | $ 1,544,000 | 1,500,000 | 1,514,000 | ||
Outstanding period for receivables and balances to be reviewed individually | Greater than 120 days | ||||
Impairment of property, plant and equipment | $ 0 | 0 | 0 | ||
Impairment of intangibles | 0 | 0 | 397,000 | ||
Goodwill | 46,631,000 | 37,088,000 | 21,998,000 | ||
Revenue recognized from customers | 0 | 400,000 | |||
Cumulative effect of accumulated deficit | (338,000) | ||||
Systems Integration Projects [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Costs and estimated earnings | 7,100,000 | 2,400,000 | |||
Backlog from revenue contract | $ 45,500,000 | ||||
Contract term year | 2020 | ||||
Managed Communication Services [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Goodwill | $ 22,479,000 | 23,365,000 | 21,331,000 | ||
Managed Communication Services [Member] | Goodwill [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of fair value of goodwill in excess of carrying amount | 34.70% | ||||
Applications and Internet-of-Things [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Goodwill | 22,765,000 | $ 13,723,000 | $ 667,000 | ||
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 | 48.10% | ||||
Systems Integration [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Goodwill | $ 1,387,000 | ||||
Systems Integration [Member] | Goodwill [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of fair value of goodwill in excess of carrying amount | 126.50% | ||||
Licenses [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangible assets useful life | 15 years 3 months 18 days | ||||
Impairment of intangibles | $ 400,000 | ||||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Expected useful lives | 10 years | ||||
Intangible assets useful life | 20 years | ||||
Maximum [Member] | Accounting Standards Update 2016-02 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Change in assets and liabilities | $ 6,200,000 | ||||
Maximum [Member] | Systems Integration Projects [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Remaining contract term | 3 years | ||||
Maximum [Member] | Consolidated Entity Excluding Variable Interest Entities (VIE) [Member] | Rignet Qatar WLL [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Non-controlling interest of subsidiaries | 3.00% | 3.00% | 3.00% | ||
Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Expected useful lives | 1 year | ||||
Intangible assets useful life | 5 years | ||||
Minimum [Member] | Accounting Standards Update 2016-02 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Change in assets and liabilities | $ 5,200,000 | ||||
Minimum [Member] | Systems Integration Projects [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Remaining contract term | 1 year |
Business and Credit Concentra_3
Business and Credit Concentrations - Accounts Receivables, Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |||
Accounts receivable | $ 71,649 | $ 51,996 | $ 52,996 |
Allowance for doubtful accounts, January 1, | (2,975) | (4,324) | (3,972) |
Current year provision for doubtful accounts | (2,660) | (366) | (1,095) |
Write-offs | 1,436 | 1,715 | 743 |
Allowance for doubtful accounts, December 31, | (4,199) | (2,975) | (4,324) |
Accounts receivable, net | $ 67,450 | $ 49,021 | $ 48,672 |
Business and Credit Concentra_4
Business and Credit Concentrations - Additional Information (Detail) - Customer | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Number of significant customers | 0 | 0 | 0 |
Sales [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Percentage of revenue generated from top five customers | 23.00% | 26.80% | 28.60% |
Maximum percentage generated from customers | 10.00% | 10.00% | 10.00% |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Thousands, R$ in Millions | Apr. 18, 2018USD ($) | Mar. 23, 2018USD ($) | Mar. 23, 2018BRL (R$) | Jul. 28, 2017USD ($) | Jul. 24, 2017USD ($) | May 18, 2017USD ($) | Sep. 30, 2018USD ($) | May 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||||||||
Change in fair value | $ 3,543 | $ (320) | $ (1,279) | ||||||||
General and Administrative Expenses [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition related costs | 3,300 | ||||||||||
Auto-Comm and SAFCON [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Aggregate purchase price | $ 6,661 | ||||||||||
Amount paid for acquisition | 2,200 | ||||||||||
Stock issued for acquisition | $ 4,100 | ||||||||||
Amount paid for working capital adjustment | $ 300 | ||||||||||
Goodwill acquired during period | 1,400 | ||||||||||
Intelie Solucoes Em Informatica S A [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Aggregate purchase price | $ 18,141 | ||||||||||
Amount paid for acquisition | 3,200 | R$ 10.6 | |||||||||
Stock issued for acquisition | 7,300 | ||||||||||
Goodwill acquired during period | 10,700 | ||||||||||
Contingent consideration earn-out, estimated payment | 7,600 | 9,500 | |||||||||
Estimate maximum earn-out payable in stock | $ 17,000 | ||||||||||
Business combination, contingent consideration, liability, current | 3,000 | ||||||||||
Business combination, contingent consideration, liability, noncurrent | 6,500 | ||||||||||
Change in fair value | 1,800 | ||||||||||
Intelie Solucoes Em Informatica S A [Member] | Interest Expense [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Accreted interest expense on earn-out liability | 100 | ||||||||||
Energy Satellite Services [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Aggregate purchase price | $ 22,200 | ||||||||||
Amount paid for acquisition | 22,200 | ||||||||||
Goodwill acquired during period | $ 8,500 | ||||||||||
Data Technology Solutions [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Aggregate purchase price | $ 5,105 | ||||||||||
Amount paid for acquisition | 5,100 | ||||||||||
Goodwill acquired during period | $ 700 | ||||||||||
Cyphre Security Solutions [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Aggregate purchase price | $ 12,002 | ||||||||||
Amount paid for acquisition | $ 4,900 | ||||||||||
Stock issued for acquisition | 3,300 | ||||||||||
Goodwill acquired during period | 4,600 | ||||||||||
Contingent consideration earn-out, estimated payment | $ 3,800 | $ 3,800 | 3,700 | ||||||||
Business combination, contingent consideration, liability, current | 300 | ||||||||||
Business combination, contingent consideration, liability, noncurrent | 3,400 | ||||||||||
Change in fair value | 300 | ||||||||||
Cyphre Security Solutions [Member] | Interest Expense [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Accreted interest expense on earn-out liability | 100 | ||||||||||
Hydrasat, Auto-Comm, SAFCON and Intelie Solucoes Em Informatica S A [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenue | 17,700 | ||||||||||
Net income (loss) | 2,200 | ||||||||||
Hydrasat, Auto-Comm, SAFCON and Intelie Solucoes Em Informatica S A [Member] | General and Administrative Expenses [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition related costs | $ 2,300 | ||||||||||
Energy Satellite Services, Data Technology Solutions and Cyphre Security Solutions [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenue | 5,100 | ||||||||||
Net income (loss) | $ 1,400 |
Business Combinations - Summary
Business Combinations - Summary of Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Apr. 18, 2018 | Mar. 23, 2018 | Jul. 28, 2017 | May 18, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 24, 2017 | Dec. 31, 2016 |
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Goodwill | $ 46,631 | $ 37,088 | $ 21,998 | |||||
Deferred tax liability | $ (2,740) | $ (885) | ||||||
Intelie Solucoes Em Informatica S A [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Current assets | $ 589 | |||||||
Property and equipment | 73 | |||||||
Identifiable intangible assets | 11,020 | |||||||
Goodwill | 10,744 | |||||||
Current liabilities | (460) | |||||||
Deferred tax liability | (3,825) | |||||||
Total purchase price | $ 18,141 | |||||||
Intelie Solucoes Em Informatica S A [Member] | Brand Name [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Estimated Useful Life | 7 years | |||||||
Identifiable intangible assets | $ 2,300 | |||||||
Intelie Solucoes Em Informatica S A [Member] | Technology [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Estimated Useful Life | 7 years | |||||||
Identifiable intangible assets | $ 8,400 | |||||||
Intelie Solucoes Em Informatica S A [Member] | Customer Relationships [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Estimated Useful Life | 7 years | |||||||
Identifiable intangible assets | $ 320 | |||||||
Data Technology Solutions [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Property and equipment | $ 4,553 | |||||||
Goodwill | 704 | |||||||
Total purchase price | 5,105 | |||||||
Accounts Payable | $ (152) | |||||||
Cyphre Security Solutions [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Property and equipment | $ 18 | |||||||
Identifiable intangible assets | 7,493 | |||||||
Goodwill | 4,591 | |||||||
Total purchase price | 12,002 | |||||||
Accrued Expenses | $ (100) | |||||||
Cyphre Security Solutions [Member] | Brand Name [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Estimated Useful Life | 7 years | |||||||
Identifiable intangible assets | $ 1,590 | |||||||
Cyphre Security Solutions [Member] | Technology [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Estimated Useful Life | 7 years | |||||||
Identifiable intangible assets | $ 5,571 | |||||||
Cyphre Security Solutions [Member] | Customer Relationships [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Estimated Useful Life | 7 years | |||||||
Identifiable intangible assets | $ 332 | |||||||
Energy Satellite Services [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Property and equipment | $ 1,000 | |||||||
Identifiable intangible assets | 12,910 | |||||||
Goodwill | 8,465 | |||||||
Total purchase price | 22,200 | |||||||
Accounts Receivable | 392 | |||||||
Accounts Payable | $ (567) | |||||||
Energy Satellite Services [Member] | Customer Relationships [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Estimated Useful Life | 7 years | |||||||
Identifiable intangible assets | $ 9,870 | |||||||
Energy Satellite Services [Member] | Covenant Not to Compete [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Estimated Useful Life | 5 years | |||||||
Identifiable intangible assets | $ 3,040 | |||||||
Auto-Comm and SAFCON [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Current assets | $ 4,947 | |||||||
Property and equipment | 132 | |||||||
Identifiable intangible assets | 1,520 | |||||||
Goodwill | 1,387 | |||||||
Current liabilities | (1,006) | |||||||
Deferred tax liability | (319) | |||||||
Total purchase price | $ 6,661 | |||||||
Auto-Comm and SAFCON [Member] | Brand Name [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Estimated Useful Life | 7 years | |||||||
Identifiable intangible assets | $ 540 | |||||||
Auto-Comm and SAFCON [Member] | Customer Relationships [Member] | ||||||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||||||
Weighted Average Estimated Useful Life | 7 years | |||||||
Identifiable intangible assets | $ 980 |
Business Combinations - Summa_2
Business Combinations - Summary of Allocation of Purchase Price (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Mar. 23, 2018 | May 31, 2017 | May 18, 2017 |
Intelie Solucoes Em Informatica S A [Member] | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Contingent consideration earn-out, estimated payment | $ 9.5 | $ 7.6 | ||
Cyphre Security Solutions [Member] | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Contingent consideration earn-out, estimated payment | $ 3.7 | $ 3.8 | $ 3.8 |
Business Combinations - Supplem
Business Combinations - Supplemental Pro Forma Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Hydrasat, Auto-Comm, SAFCON and Intelie Solucoes Em Informatica S A [Member] | |||
Business Acquisition [Line Items] | |||
Revenue | $ 243,311 | $ 222,404 | |
Expenses | 305,096 | 238,045 | |
Net loss | (61,785) | (15,641) | |
Net loss attributable to RigNet, Inc. common stockholders | $ (61,924) | $ (15,620) | |
Net loss per share attributable to RigNet, Inc. common stockholders: | |||
Basic | $ (3.31) | $ (0.87) | |
Diluted | $ (3.31) | $ (0.87) | |
Energy Satellite Services, Data Technology Solutions and Cyphre Security Solutions [Member] | |||
Business Acquisition [Line Items] | |||
Revenue | $ 214,899 | $ 237,352 | |
Expenses | 228,105 | 242,483 | |
Net loss | (13,206) | (5,131) | |
Net loss attributable to RigNet, Inc. common stockholders | $ (13,185) | $ (5,341) | |
Net loss per share attributable to RigNet, Inc. common stockholders: | |||
Basic | $ (0.73) | $ (0.30) | |
Diluted | $ (0.73) | $ (0.30) |
Business Combinations - Suppl_2
Business Combinations - Supplemental Pro Forma Information (Parenthetical) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Accrued expenses | $ 50,612 |
Hydrasat, Auto-Comm, SAFCON and Intelie Solucoes Em Informatica S A [Member] | General and Administrative Expenses [Member] | |
Business Acquisition [Line Items] | |
Accrued expenses | $ 50,600 |
Goodwill and Intangibles - Good
Goodwill and Intangibles - Goodwill Balances and Changes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 37,088 | $ 21,998 |
Foreign currency translation | (2,588) | 1,330 |
Ending Balance | 46,631 | 37,088 |
Cyphre, DTS and ESS [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 13,760 | |
Intelie, Auto-Comm and SAFCON [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 12,131 | |
Managed Communication Services [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 23,365 | 21,331 |
Foreign currency translation | (886) | 1,330 |
Ending Balance | 22,479 | 23,365 |
Managed Communication Services [Member] | Cyphre, DTS and ESS [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 704 | |
Applications and Internet-of-Things [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 13,723 | 667 |
Foreign currency translation | (1,702) | |
Ending Balance | 22,765 | 13,723 |
Applications and Internet-of-Things [Member] | Cyphre, DTS and ESS [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | $ 13,056 | |
Applications and Internet-of-Things [Member] | Intelie, Auto-Comm and SAFCON [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 10,744 | |
Systems Integration [Member] | ||
Goodwill [Line Items] | ||
Ending Balance | 1,387 | |
Systems Integration [Member] | Intelie, Auto-Comm and SAFCON [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | $ 1,387 |
Goodwill and Intangibles - Inta
Goodwill and Intangibles - Intangibles Activities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles Acquired | $ 45,985 | |
Accumulated amortization and foreign currency translation, January 1, 2017 | (29,957) | |
Beginning Balance | $ 30,405 | 16,028 |
Additions | 14,766 | 20,814 |
Amortization expense | (9,776) | (6,759) |
Foreign currency translation | (1,662) | 322 |
Ending Balance | 33,733 | 30,405 |
Brand Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles Acquired | 4,353 | |
Accumulated amortization and foreign currency translation, January 1, 2017 | (3,120) | |
Beginning Balance | 2,245 | 1,233 |
Additions | 2,840 | 1,590 |
Amortization expense | (1,036) | (669) |
Foreign currency translation | (366) | 91 |
Ending Balance | $ 3,683 | 2,245 |
Weighted average estimated lives (years) | 7 years | |
Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles Acquired | 3,282 | |
Accumulated amortization and foreign currency translation, January 1, 2017 | (3,069) | |
Beginning Balance | $ 17 | 213 |
Amortization expense | $ (17) | (181) |
Foreign currency translation | (15) | |
Ending Balance | 17 | |
Weighted average estimated lives (years) | 0 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles Acquired | 22,235 | |
Accumulated amortization and foreign currency translation, January 1, 2017 | (16,843) | |
Beginning Balance | $ 13,501 | 5,392 |
Additions | 1,300 | 10,202 |
Amortization expense | (3,349) | (2,302) |
Foreign currency translation | (156) | 209 |
Ending Balance | $ 11,296 | 13,501 |
Weighted average estimated lives (years) | 7 years | |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles Acquired | 13,615 | |
Accumulated amortization and foreign currency translation, January 1, 2017 | (5,591) | |
Beginning Balance | $ 5,623 | 8,024 |
Additions | 236 | 79 |
Amortization expense | (2,480) | (2,517) |
Foreign currency translation | 66 | 37 |
Ending Balance | $ 3,445 | 5,623 |
Weighted average estimated lives (years) | 5 years | |
Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles Acquired | 2,500 | |
Accumulated amortization and foreign currency translation, January 1, 2017 | (1,334) | |
Beginning Balance | $ 880 | 1,166 |
Additions | 1,251 | |
Amortization expense | (308) | (286) |
Ending Balance | $ 1,823 | 880 |
Weighted average estimated lives (years) | 15 years 3 months 18 days | |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | $ 5,352 | |
Additions | 8,948 | 5,903 |
Amortization expense | (1,787) | (551) |
Foreign currency translation | (1,206) | |
Ending Balance | $ 11,307 | 5,352 |
Weighted average estimated lives (years) | 5 years | |
Covenant Not to Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | $ 2,787 | |
Additions | 3,040 | |
Amortization expense | (608) | (253) |
Ending Balance | $ 2,179 | $ 2,787 |
Weighted average estimated lives (years) | 7 years | |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Additions | $ 191 | |
Amortization expense | (191) | |
Ending Balance | $ 0 | |
Weighted average estimated lives (years) | 0 years |
Goodwill and Intangibles - Amor
Goodwill and Intangibles - Amortization Expense for Intangibles (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2019 | $ 7,237 | ||
2020 | 6,243 | ||
2021 | 5,835 | ||
2022 | 5,555 | ||
2023 | 4,911 | ||
Thereafter | 3,952 | ||
Total amortization expense of intangibles | $ 33,733 | $ 30,405 | $ 16,028 |
Property, Plant and Equipment -
Property, Plant and Equipment - Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 192,730 | $ 168,095 |
Less: Accumulated depreciation | (129,145) | (107,751) |
Property, Plant and Equipment, Net | $ 63,585 | 60,344 |
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 | 10 years | |
Telecommunication and Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 176,518 | 152,480 |
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 | $ 10,415 | 9,544 |
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, Estimated Lives | 10 years | |
Property, Plant and Equipment, Gross | $ 4,419 | 4,627 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,378 | $ 1,444 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant and Equipment Useful Life and Values [Abstract] | |||
Depreciation expense | $ 23,400,000 | $ 24,100,000 | $ 28,300,000 |
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 | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Long-Term Debt | ||
Term loan | $ 10,000 | $ 15,000 |
Revolving loan | 67,150 | 43,400 |
Unamortized deferred financing costs | (315) | (497) |
Capital lease | 192 | 211 |
Total debt, including current maturities | 77,027 | 58,114 |
Total debt, including current maturities | 77,027 | 58,114 |
Less: Current maturities of long-term debt | (4,831) | (4,814) |
Current maturities of capital lease | (111) | (127) |
Long-term debt, non-current portion | $ 72,085 | $ 53,173 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Jun. 30, 2019USD ($) | Feb. 13, 2019USD ($)Institution | Nov. 06, 2017USD ($)Institution | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2018 | Jun. 30, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||
Line of credit outstanding amount | $ 67,150,000 | $ 43,400,000 | ||||||
Performance bonds outstanding amount | 30,500,000 | |||||||
Performance bonds issued amount | 1,700,000 | |||||||
Deferred financing cost amortization | 184,000 | $ 217,000 | $ 135,000 | |||||
Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit outstanding amount | $ 10,000,000 | |||||||
Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of participating financial institutions | Institution | 4 | |||||||
Revolving credit facility | $ 85,000,000 | |||||||
Debt Instrument Maturity Date | Nov. 6, 2020 | |||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||||
Quarterly principal installments of revolving credit facility | $ 1,250,000 | |||||||
Weighted average interest rate | 4.80% | 3.30% | ||||||
Interest rate | 5.30% | |||||||
Funded debt to Adjusted EBITDA ratio | 275.00% | |||||||
Fixed charge coverage ratio | 125.00% | |||||||
Credit Agreement [Member] | Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit outstanding amount | 15,000,000 | |||||||
Updated Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Funded debt to Adjusted EBITDA ratio | 275.00% | 300.00% | ||||||
Fixed charge coverage ratio | 125.00% | |||||||
Updated Credit Agreement [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of participating financial institutions | Institution | 4 | |||||||
Revolving credit facility | $ 85,000,000 | |||||||
Updated Credit Agreement [Member] | GX Dispute [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Funded debt to Adjusted EBITDA ratio | 325.00% | |||||||
Updated Credit Agreement [Member] | GX Dispute [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit outstanding amount for specified reserve | 45,000,000 | |||||||
Updated Credit Agreement [Member] | Term Loan [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit outstanding amount | $ 15,000,000 | |||||||
Debt Instrument Maturity Date | Apr. 6, 2021 | |||||||
Quarterly principal installments of revolving credit facility | $ 1,250,000 | |||||||
Updated Credit Agreement [Member] | Term Out Facility [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit outstanding amount | $ 30,000,000 | |||||||
Debt Instrument Maturity Date | Apr. 6, 2021 | |||||||
Quarterly principal installments of revolving credit facility | $ 1,500,000 | |||||||
Updated Credit Agreement [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument Maturity Date | Dec. 31, 2020 | |||||||
Letters of credit outstanding amount | $ 30,000,000 | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit outstanding amount | $ 67,200,000 | |||||||
Performance Bond and Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Performance bond facility | $ 1,500,000 | |||||||
Maturity date of performance bond facility | Jun. 30, 2021 | |||||||
Maximum [Member] | Updated Credit Agreement [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Sublimit for issuance of standby letters of credit and performance bonds | $ 25,000,000 | |||||||
Maximum [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Sublimit for issuance of standby letters of credit and performance bonds | 25,000,000 | |||||||
Maximum [Member] | Performance Bond and Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Sublimit for issuance of standby letters of credit and performance bonds | $ 25,000,000 | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
LIBOR plus a margin ranging | 2.75% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Updated Credit Agreement [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
LIBOR plus a margin ranging | 3.00% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
LIBOR plus a margin ranging | 1.75% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Updated Credit Agreement [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
LIBOR plus a margin ranging | 1.75% | |||||||
Standby Letters of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding amount | $ 0 |
Long-Term Debt - Aggregate Prin
Long-Term Debt - Aggregate Principal Maturities of Long-Term Debt (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 4,942 |
2020 | 72,085 |
Total debt, including current maturities | $ 77,027 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | |
Purchases from related party | $ 0.1 |
Vissim As [Member] | Avant Venture Capital As [Member] | |
Related Party Transaction [Line Items] | |
Equity Method Ownership Percentage Acquired By Related Party | 24.00% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 31, 2018 | Mar. 23, 2018 | May 31, 2017 | May 18, 2017 | |
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | |||||||
Derivatives | $ 0 | $ 0 | |||||
Change in fair value | 3,543,000 | (320,000) | $ (1,279,000) | ||||
Intelie Solucoes Em Informatica S A [Member] | |||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | |||||||
Contingent consideration earn-out paid | 9,500,000 | $ 7,600,000 | |||||
Business combination, contingent consideration, liability, current | 3,000,000 | ||||||
Business combination, contingent consideration, liability, noncurrent | 6,500,000 | ||||||
Change in fair value | 1,800,000 | ||||||
Intelie Solucoes Em Informatica S A [Member] | Interest Expense [Member] | |||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | |||||||
Accreted interest expense on earn-out liability | 100,000 | ||||||
Cyphre Security Solutions [Member] | |||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | |||||||
Contingent consideration earn-out paid | 3,700,000 | $ 3,800,000 | $ 3,800,000 | ||||
Business combination, contingent consideration, liability, current | 300,000 | ||||||
Business combination, contingent consideration, liability, noncurrent | 3,400,000 | ||||||
Change in fair value | 300,000 | ||||||
Cyphre Security Solutions [Member] | Interest Expense [Member] | |||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | |||||||
Accreted interest expense on earn-out liability | 100,000 | ||||||
Tecnor [Member] | |||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | |||||||
Contingent consideration earn-out paid | $ 8,000,000 | ||||||
Change in fair value | $ 300,000 | $ 1,300,000 | |||||
Tecnor [Member] | Earn-out [Member] | |||||||
Fair Value Inputs Assets Liabilities Quantitative Information [Line Items] | |||||||
Change in fair value | $ 2,100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments And Contingencies [Line Items] | |||||
Legal expense | $ 600 | $ 900 | $ 100 | ||
Accrued liability | $ 800 | 800 | |||
Dispute settlement expense | 50,765 | ||||
Accrued expenses | 50,612 | ||||
Gain related to dispute settlement | $ 2,300 | ||||
Revenue during potential violation period | 100 | ||||
Recognized expense under operating leases | 2,800 | 4,000 | 4,700 | ||
GX Dispute [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Legal expense | 2,200 | $ 1,600 | |||
Long term purchase commitment amount, maximum | 65,000 | ||||
Accrued liability | 50,800 | ||||
Dispute settlement expense | 50,800 | ||||
Accrued expenses | 50,600 | ||||
Corporate [Member] | GX Dispute [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Accrued expenses | 200 | ||||
Uncompleted Contracts [Member] | Systems Integration and Automation [Member] | Contractual Dispute [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Legal expense | $ 200 | ||||
Loss recorded on disputed contract | $ 1,000 | ||||
Additional amount billed under the contract | $ 11,200 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Obligations (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | $ 1,822 |
2020 | 1,115 |
2021 | 780 |
2022 | 692 |
2023 | 659 |
Thereafter | 1,044 |
Total | $ 6,112 |
Commitments and Contingencies_3
Commitments and Contingencies - Commercial Commitments Related to Satellite and Network Services (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 10,600 |
2020 | 1,010 |
2021 | 108 |
Other Commitment, Total | $ 11,718 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)OptionPlan$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of stock-based compensation plans | OptionPlan | 2 | ||
Stock-based compensation | $ | $ 4,712 | $ 3,703 | $ 3,389 |
Total unrecognized compensation cost | $ | $ 3,300 | $ 6,500 | |
Weighted-average period | 2 years | ||
Number of option granted | 60,000 | 0 | 112,000 |
Weighted average grant date fair value of stock options granted | $ / shares | $ 7.14 | $ 6.56 | |
Weighted average remaining contractual term in years for equity award | 1 year 8 months 12 days | 1 year 8 months 12 days | 2 years 9 months 18 days |
Equity awards vested and expected to vest | 2,700,000 | ||
Awards available for grant | 2,200,000 | ||
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 | $ / shares | $ 14.22 | $ 19.68 | $ 12.45 |
Stock-Based Compensation - 2010
Stock-Based Compensation - 2010 Omnibus Incentive Plan - Additional Information (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | 60,000 | 0 | 112,000 | |
Exercise price | $ 13.50 | $ 12.80 | ||
Stock options exercised | 60,000 | 70,000 | 223,000 | |
Options forfeited | 53,000 | 47,000 | 382,000 | |
Options outstanding | 324,000 | 381,000 | 499,000 | 992,000 |
Stock Options [Member] | Certain Officers and Employees [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Contractual term | 10 years | |||
Stock options granted | 59,703 | |||
Exercise price | $ 13.50 | |||
Period of employment | 4 years | |||
Stock Options [Member] | Certain Officers and Employees [Member] | First Anniversary [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage for restricted shares issued to officers and employees | 25.00% | |||
Stock Options [Member] | Certain Officers and Employees [Member] | Second Anniversary [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage for restricted shares issued to officers and employees | 25.00% | |||
Stock Options [Member] | Certain Officers and Employees [Member] | Third Anniversary [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage for restricted shares issued to officers and employees | 25.00% | |||
Stock Options [Member] | Certain Officers and Employees [Member] | Fourth Anniversary [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage for restricted shares issued to officers and employees | 25.00% | |||
2010 Omnibus Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized under plan | 4 | |||
Contractual term | 10 years | |||
Restricted common stock granted, net of share repurchase from employees and share cancellations, shares | 459,497 | |||
2010 Omnibus Incentive Plan [Member] | Officers and Employees [Member] | Vest Over a Four Year Period of Continued Employment [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage for restricted shares issued to officers and employees | 25.00% | |||
Issuance of restricted common stock, net of share repurchase from employees and share cancellations, shares | 158,503 | |||
Vesting period for restricted stock | 4 years | |||
2010 Omnibus Incentive Plan [Member] | Officers and Employees [Member] | Vest Over a Two Year Period of Continued Employment [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage for restricted shares issued to officers and employees | 50.00% | |||
Issuance of restricted common stock, net of share repurchase from employees and share cancellations, shares | 17,380 | |||
Vesting period for restricted stock | 2 years | |||
2010 Omnibus Incentive Plan [Member] | Officers and Employees [Member] | Vest Immediately [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Issuance of unrestricted common stock | 157,442 | |||
2010 Omnibus Incentive Plan [Member] | Outside Directors [Member] | Vest in January 2019 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Issuance of restricted common stock, net of share repurchase from employees and share cancellations, shares | 48,179 | |||
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 | 782,506 | |||
Shares of RSUs and restricted stock forfeited | 395,265 | |||
Shares of unvested RSUs and restricted stock | 667,246 | |||
2010 Omnibus Incentive Plan [Member] | Stock Options [Member] | Certain Officers and Employees [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | 1,204,813 | |||
Stock options exercised | 193,441 | |||
Options forfeited | 691,766 | |||
Options outstanding | 319,606 | |||
2010 Omnibus Incentive Plan [Member] | Performance Share Units (PSUs) [Member] | Officers and Employees [Member] | Vest in January 2019 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units granted | 77,993 |
Stock-Based Compensation - 2006
Stock-Based Compensation - 2006 Long-Term Incentive Plan - Additional Information (Detail) - shares | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2010 | Mar. 31, 2006 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares authorized under plan | 60,000 | 0 | 112,000 | |||
Stock options exercised | 60,000 | 70,000 | 223,000 | |||
Options forfeited | 53,000 | 47,000 | 382,000 | |||
Options outstanding | 324,000 | 381,000 | 499,000 | 992,000 | ||
2006 Long Term Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Contractual term of stock option granted | 10 years | |||||
Vesting percentage for restricted shares issued to officers and employees | 25.00% | |||||
Vesting period for restricted shares issued to officers and employees | 4 years | |||||
Number of shares authorized under plan | 5,000,000 | 3,000,000 | ||||
Number of shares authorized under plan | 981,125 | |||||
Stock options exercised | 754,878 | |||||
Options forfeited | 221,872 | |||||
Options outstanding | 4,375 | |||||
Additional options issued | 0 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used for Stock Option Grants (Detail) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected volatility | 48.00% | 49.00% |
Expected term (in years) | 7 years | 7 years |
Risk-free interest rate | 2.80% | |
Risk-free interest rate, minimum | 1.60% | |
Risk-free interest rate, maximum | 1.70% | |
Dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Beginning balance, shares | 381,000 | 499,000 | 992,000 |
Granted, shares | 60,000 | 0 | 112,000 |
Exercised, shares | (60,000) | (70,000) | (223,000) |
Forfeited, shares | (53,000) | (47,000) | (382,000) |
Expired, shares | (4,000) | (1,000) | |
Ending balance, shares | 324,000 | 381,000 | 499,000 |
Exercisable, shares | 204,000 | 224,000 | 240,000 |
Beginning balance, weighted average exercise price | $ 21.37 | $ 20.77 | $ 20.40 |
Granted, weighted average exercise price | 13.50 | 12.80 | |
Exercised, weighted average exercise price | 16.15 | 13.04 | 8.73 |
Forfeited, weighted average exercise price | 23.89 | 27.11 | 26.29 |
Expired, weighted average exercise price | 6.55 | 8.32 | |
Ending balance, weighted average exercise price | 20.41 | 21.37 | 20.77 |
Exercisable, weighted average exercise price | $ 23.41 | $ 21.28 | $ 18.02 |
Intrinsic value of options exercised | $ 1,297 | $ 1,286 | $ 591 |
Fair value of options vested | $ 950 | $ 837 | $ 1,455 |
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, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning balance | 436 | 494 |
Granted, shares | 459 | 232 |
Vested, shares | (337) | (110) |
Forfeited, shares | (147) | (180) |
Ending balance | 411 | 436 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning balance | 296 | 473 | 506 |
Granted, shares | 519 | 232 | 753 |
Vested, shares | (259) | (182) | (169) |
Forfeited, shares | (200) | (227) | (617) |
Unvested equity awards, ending balance | 356 | 296 | 473 |
Unvested equity awards, weighted average grant date fair value, beginning balance | $ 24.13 | $ 16.62 | $ 21.48 |
Granted, weighted average grant date fair value | 14.03 | 19.42 | 11.57 |
Vested, weighted average grant date fair value | 22.03 | 14.16 | 18.34 |
Forfeited, weighted average grant date fair value | 12.41 | 11.66 | 13.97 |
Unvested equity awards, weighted average grant date fair value, ending balance | $ 17.52 | $ 24.13 | $ 16.62 |
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 Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss attributable to RigNet, Inc. common stockholders | $ (49,721) | $ (2,847) | $ (4,329) | $ (5,556) | $ (5,669) | $ (4,232) | $ (4,249) | $ (2,026) | $ (62,453) | $ (16,176) | $ (11,507) |
Weighted average shares outstanding, basic | 18,948 | 18,905 | 18,639 | 18,146 | 18,090 | 18,086 | 17,985 | 17,873 | 18,713 | 18,009 | 17,768 |
Effect of dilutive securities | 0 | 0 | 0 | ||||||||
Weighted average shares outstanding, diluted | 18,948 | 18,905 | 18,639 | 18,146 | 18,090 | 18,086 | 17,985 | 17,873 | 18,713 | 18,009 | 17,768 |
Earnings (loss) per Share - Add
Earnings (loss) per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||
Potentially issuable shares excluded from calculation of diluted EPS | 573,481 | 625,039 | 1,120,400 |
Segment Information - Company's
Segment Information - Company's Business Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 60,244 | $ 64,770 | $ 60,007 | $ 53,833 | $ 56,814 | $ 50,844 | $ 49,162 | $ 48,072 | $ 238,854 | $ 204,892 | $ 220,623 |
Cost of revenue (excluding depreciation and amortization) | 146,603 | 131,166 | 129,759 | ||||||||
Depreciation and amortization | 33,154 | 30,845 | 33,556 | ||||||||
Impairment of intangibles | 0 | 0 | 397 | ||||||||
Change in fair value of earn-out/contingent consideration | 3,543 | (320) | (1,279) | ||||||||
GX dispute | 50,612 | ||||||||||
Selling, general and administrative | 66,037 | 53,189 | 60,641 | ||||||||
Operating income (loss) | (51,274) | $ (1,021) | $ (4,330) | $ (4,470) | (2,532) | $ (2,951) | $ (3,438) | $ (1,067) | (61,095) | (9,988) | (2,451) |
Total assets | 258,925 | 230,094 | 258,925 | 230,094 | 230,972 | ||||||
Capital expenditures | 30,523 | 17,909 | 15,197 | ||||||||
Reportable Segments [Member] | Managed Communication Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 171,574 | 164,238 | 192,538 | ||||||||
Cost of revenue (excluding depreciation and amortization) | 105,101 | 101,681 | 112,046 | ||||||||
Depreciation and amortization | 22,759 | 23,202 | 26,581 | ||||||||
Selling, general and administrative | 16,448 | 16,841 | 28,422 | ||||||||
Operating income (loss) | 27,266 | 22,514 | 25,489 | ||||||||
Total assets | 171,503 | 181,157 | 171,503 | 181,157 | 203,048 | ||||||
Capital expenditures | 29,058 | 17,066 | 13,794 | ||||||||
Reportable Segments [Member] | Applications and Internet-of-Things [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 25,713 | 15,626 | 6,495 | ||||||||
Cost of revenue (excluding depreciation and amortization) | 13,386 | 10,751 | 2,703 | ||||||||
Depreciation and amortization | 4,570 | 1,738 | |||||||||
Selling, general and administrative | 1,961 | 1,685 | 268 | ||||||||
Operating income (loss) | 5,796 | 1,452 | 3,524 | ||||||||
Total assets | 47,175 | 32,464 | 47,175 | 32,464 | |||||||
Capital expenditures | 759 | 198 | |||||||||
Reportable Segments [Member] | Systems Integration [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 41,567 | 25,028 | 21,590 | ||||||||
Cost of revenue (excluding depreciation and amortization) | 28,116 | 18,734 | 15,010 | ||||||||
Depreciation and amortization | 2,511 | 2,438 | 2,712 | ||||||||
Selling, general and administrative | 1,698 | 1,403 | 2,665 | ||||||||
Operating income (loss) | 9,242 | 2,453 | 1,203 | ||||||||
Total assets | 24,094 | 16,708 | 24,094 | 16,708 | 26,169 | ||||||
Corporate and Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation and amortization | 3,314 | 3,467 | 4,263 | ||||||||
Impairment of intangibles | 397 | ||||||||||
Change in fair value of earn-out/contingent consideration | 3,543 | (320) | (1,279) | ||||||||
GX dispute | 50,612 | ||||||||||
Selling, general and administrative | 45,930 | 33,260 | 29,286 | ||||||||
Operating income (loss) | (103,399) | (36,407) | (32,667) | ||||||||
Total assets | $ 16,153 | $ (235) | 16,153 | (235) | 1,755 | ||||||
Capital expenditures | $ 706 | $ 645 | $ 1,403 |
Segment Information - Revenue E
Segment Information - Revenue Earned from Domestic and International Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues From External Customers And Long-Lived Assets [Line Items] | |||||||||||
Revenue | $ 60,244 | $ 64,770 | $ 60,007 | $ 53,833 | $ 56,814 | $ 50,844 | $ 49,162 | $ 48,072 | $ 238,854 | $ 204,892 | $ 220,623 |
United States [Member] | |||||||||||
Revenues From External Customers And Long-Lived Assets [Line Items] | |||||||||||
Revenue | 106,189 | 63,460 | 66,028 | ||||||||
International [Member] | |||||||||||
Revenues From External Customers And Long-Lived Assets [Line Items] | |||||||||||
Revenue | $ 132,665 | $ 141,432 | $ 154,595 |
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, 2018 | Dec. 31, 2017 |
Revenues From External Customers And Long-Lived Assets [Line Items] | ||
Long lived assets | $ 143,949 | $ 127,837 |
United States [Member] | ||
Revenues From External Customers And Long-Lived Assets [Line Items] | ||
Long lived assets | 73,615 | 68,942 |
International [Member] | ||
Revenues From External Customers And Long-Lived Assets [Line Items] | ||
Long lived assets | $ 70,334 | $ 58,895 |
Income Taxes - Components of th
Income Taxes - Components of the Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ 23 | ||
State | $ 659 | $ 495 | 43 |
Foreign | 4,174 | 2,638 | 4,386 |
Total current | 4,833 | 3,133 | 4,452 |
Deferred: | |||
Federal | (411) | (2,020) | 458 |
State | (1) | (8) | 419 |
Foreign | (7,167) | 2,367 | 496 |
Total deferred | (7,579) | 339 | 1,373 |
Income tax expense (benefit) | $ (2,746) | $ 3,472 | $ 5,825 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income (loss) before income taxes: | |||
United States | $ (63,266) | $ (15,019) | $ (18,361) |
Foreign | (1,794) | 2,294 | 12,889 |
Income before income taxes | $ (65,060) | $ (12,725) | $ (5,472) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax [Line Items] | |||||
Statutory federal income tax rate | 21.00% | 35.00% | 35.00% | ||
Total deferred tax assets | $ 6,755 | $ 9,729 | $ 6,755 | ||
Decrease in provisional deferred tax expense | 3,800 | 4,000 | 8,200 | ||
Decrease in deferred tax expense and assets | $ (1,800) | ||||
Income tax examination likelihood settlement | Greater than 50.0% | ||||
Largest amount of uncertain tax benefits | 50.00% | ||||
Uncertain tax benefits | 18,800 | $ 16,100 | 18,800 | $ 21,800 | |
Unrecognized tax benefits which impact the annual effective tax rate | 7,500 | ||||
Valuation allowance related to assets | 1,100 | ||||
Accrued penalties and interest | $ 9,200 | 8,600 | 9,200 | 8,800 | |
Interest and penalties recognized | (600) | 300 | 1,600 | ||
Reductions related to lapses in statue of limitations | 1,262 | $ 327 | $ 169 | ||
Scenario, Forecast [Member] | |||||
Income Tax [Line Items] | |||||
Reductions related to lapses in statue of limitations | $ 3,300 | ||||
Australia [Member] | |||||
Income Tax [Line Items] | |||||
Total deferred tax assets | $ 4,200 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States statutory federal income tax rate | $ (13,663) | $ (4,454) | $ (1,915) |
Non-deductible expenses | 592 | (294) | 290 |
Deferred earnout adjustments | 1,253 | ||
Noncash compensation | 359 | (30) | 761 |
U.S. tax on foreign earnings, net of tax credits | (1,283) | 587 | |
Changes in valuation allowances | 7,920 | (5,956) | 6,681 |
Tax credits | (1,025) | (699) | (4,403) |
State taxes | 74 | 224 | 53 |
Effect of operating in foreign jurisdictions | 1,545 | 2,101 | 1,818 |
Deemed repatriation transition tax | 3,807 | ||
Reduction of federal corporate tax rate | 1,823 | 8,190 | |
Changes in prior year estimates | (66) | (26) | 293 |
Changes in uncertain tax benefits | (1,506) | 1,798 | 1,243 |
Revisions of deferred tax accounts | (56) | (10) | 313 |
Other | 4 | 104 | 104 |
Income tax expense (benefit) | $ (2,746) | $ 3,472 | $ 5,825 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of the Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 17,934 | $ 15,598 |
Federal, state and foreign tax credits | 13,042 | 17,833 |
Depreciation and amortization | 12,359 | 13,009 |
Unrealized loss on functional currency | 1,203 | 565 |
Allowance for doubtful accounts | 1,221 | 704 |
Accruals not currently deductible | 12,559 | 1,027 |
Stock-based compensation | 755 | 812 |
Intercompany interest | 1,779 | 1,985 |
Other | 193 | 351 |
Valuation allowance | (51,316) | (45,129) |
Total deferred tax assets | 9,729 | 6,755 |
Deferred tax liabilities: | ||
Depreciation and amortization | (2,342) | (605) |
Tax on foreign earnings | 0 | 0 |
Other | (398) | (280) |
Total deferred tax liabilities | (2,740) | (885) |
Net deferred tax assets | $ 6,989 | $ 5,870 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss and Tax Credit Carryforwards (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Tax Credit Carryforward [Line Items] | |
Net Operating Loss Carryforwards | $ 83,502 |
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 | $ 5,728 |
U.S. Federal [Member] | 2020 [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Period Begins | 2020 |
Tax Credit Carryforwards | $ 9,930 |
U.S. State [Member] | 2020 [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Period Begins | 2020 |
Net Operating Loss Carryforwards | $ 6,763 |
Non-U.S. [Member] | Indefinite [Member] | |
Tax Credit Carryforward [Line Items] | |
Net Operating Loss Carryforwards | $ 49,141 |
Non-U.S. [Member] | Expiry Period 2019[Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Period Begins | 2019 |
Net Operating Loss Carryforwards | $ 1,607 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Valuation Allowances (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Valuation allowance | $ 51,316 | $ 45,129 |
United States [Member] | ||
Valuation allowance | 38,450 | |
Norway [Member] | ||
Valuation allowance | 10,093 | |
United Kingdom [Member] | ||
Valuation allowance | 2,466 | |
Other [Member] | ||
Valuation allowance | $ 307 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Beginning, Balance | $ 9,637 | $ 13,244 | $ 15,718 |
Additions for the current year tax | 794 | ||
Additions related to prior years | 110 | 602 | |
Reductions related to settlements with taxing authorities | (3,701) | ||
Reductions related to lapses in statue of limitations | (1,262) | (327) | (169) |
Reductions related to prior years | (878) | (3,390) | |
Ending, Balance | $ 7,497 | $ 9,637 | $ 13,244 |
Supplemental Quarterly Financ_3
Supplemental Quarterly Financial Information (Unaudited) - Summarized Quarterly Supplemental Consolidated Financial Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 60,244 | $ 64,770 | $ 60,007 | $ 53,833 | $ 56,814 | $ 50,844 | $ 49,162 | $ 48,072 | $ 238,854 | $ 204,892 | $ 220,623 |
Operating loss | (51,274) | (1,021) | (4,330) | (4,470) | (2,532) | (2,951) | (3,438) | (1,067) | (61,095) | (9,988) | (2,451) |
Net loss | (49,691) | (2,798) | (4,299) | (5,526) | (5,807) | (4,193) | (4,210) | (1,987) | (62,314) | (16,197) | (11,297) |
Net loss attributable to RigNet, Inc. common stockholders | $ (49,721) | $ (2,847) | $ (4,329) | $ (5,556) | $ (5,669) | $ (4,232) | $ (4,249) | $ (2,026) | $ (62,453) | $ (16,176) | $ (11,507) |
Net loss per share attributable to RigNet, Inc. common stockholders, basic | $ (2.62) | $ (0.15) | $ (0.23) | $ (0.31) | $ (0.31) | $ (0.23) | $ (0.24) | $ (0.11) | $ (3.34) | $ (0.90) | $ (0.65) |
Net loss per share attributable to RigNet, Inc. common stockholders, diluted | $ (2.62) | $ (0.15) | $ (0.23) | $ (0.31) | $ (0.31) | $ (0.23) | $ (0.24) | $ (0.11) | $ (3.34) | $ (0.90) | $ (0.65) |
Weighted average shares outstanding, basic | 18,948 | 18,905 | 18,639 | 18,146 | 18,090 | 18,086 | 17,985 | 17,873 | 18,713 | 18,009 | 17,768 |
Weighted average shares outstanding, diluted | 18,948 | 18,905 | 18,639 | 18,146 | 18,090 | 18,086 | 17,985 | 17,873 | 18,713 | 18,009 | 17,768 |
Supplemental Quarterly Financ_4
Supplemental Quarterly Financial Information (Unaudited) - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2018 | |
Accrued expenses | $ 50,612 | |
GX Dispute [Member] | ||
Accrued expenses | $ 50,600 | |
GX Dispute [Member] | General and Administrative Expenses [Member] | ||
Accrued expenses | $ 50,600 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) | Jan. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer 401(k)contribution amount | $ 800,000 | $ 0 | $ 0 | |
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 | 12 Months Ended | ||
Dec. 31, 2018USD ($)Employees | Dec. 31, 2017USD ($)Employees | Dec. 31, 2016USD ($)Employees | |
Restructuring Cost and Reserve [Line Items] | |||
Net reduction to restructuring charges | $ 1.4 | ||
General and Administrative Expenses [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges, pre-tax | $ 0.8 | $ 0.8 | $ 1.9 |
Employee Severance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of employees lay off | Employees | 23 | 31 | 148 |
Exit Cost of Corporate Office Lease [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges, pre-tax | $ 3.3 |
Executive Departure Costs - Add
Executive Departure Costs - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |||
Executive departure expense | $ 0.4 | $ 1.2 | $ 1.9 |