rmni-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the Quarterly Period Ended June 30, 2024


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

For the Transition Period from to

Commission File Number: 001-37397


Rimini Street, Inc.
(Exact name of registrant as specified in its charter)


Delaware						36-4880301
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1700 S. Pavilion Center Drive, Suite 330, Las Vegas, NV						89135
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code:						(702) 839-9671

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:

Common Stock, par value $0.0001 per share	RMNI	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨			Accelerated filer þ			Non-accelerated filer ¨


Smaller reporting company ☐						Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No þ

The registrant had approximately 90,700,000 shares of its $0.0001 par value common stock outstanding as of July 29, 2024.

RIMINI STREET, INC.

TABLE OF CONTENTS


		Page

PART I. FINANCIAL INFORMATION		2

ITEM 1.	Financial Statements	2

	Unaudited Condensed Consolidated Balance Sheets	2

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income	3

	Unaudited Condensed Consolidated Statements of Stockholders' Deficit	4

	Unaudited Condensed Consolidated Statements of Cash Flows	5

	Notes to Unaudited Condensed Consolidated Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	35

ITEM 4.	Controls and Procedures	36

PART II. OTHER INFORMATION		37

ITEM 1.	Legal Proceedings	37

ITEM 1A.	Risk Factors	37

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60

ITEM 3.	Defaults Upon Senior Securities	60

ITEM 4.	Mine Safety Disclosures	60

ITEM 5.	Other Information	60

ITEM 6.	Exhibits	62

SIGNATURES		63

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements.

RIMINI STREET, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)


	June 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	134,197	$	115,424
Restricted cash	429		428
Accounts receivable, net of allowance of $1,000 and $656, respectively	86,961		119,430
Deferred contract costs, current	16,686		17,934
Short-term investments	—		9,826
Prepaid expenses and other	24,644		25,647
Total current assets	262,917		288,689
Long-term assets:
Property and equipment, net of accumulated depreciation and amortization of $19,764 and $18,231, respectively	10,667		10,496
Operating lease right-of-use assets	7,477		5,941
Deferred contract costs, noncurrent	20,621		23,559
Deposits and other	4,152		6,109
Deferred income taxes, net	61,535		59,002
Total assets	$	367,369	$	393,796
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current maturities of long-term debt	$	3,093	$	5,912
Accounts payable	4,523		5,997
Accrued compensation, benefits and commissions	32,109		38,961
Other accrued liabilities	18,559		18,128
Operating lease liabilities, current	4,504		4,321
Deferred revenue, current	240,448		263,115
Total current liabilities	303,236		336,434
Long-term liabilities:
Long-term debt, net of current maturities	68,731		64,228
Deferred revenue, noncurrent	22,345		23,859
Operating lease liabilities, noncurrent	7,526		6,841
Other long-term liabilities	1,650		1,930
Total liabilities	403,488		433,292
Commitments and contingencies (Note 8)
Stockholders’ deficit:

Preferred stock; $0.0001 par value. Authorized 99,820 (excluding 180 shares of Series A Preferred Stock) no other series has been designated	—		—
Common stock; $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding 90,698 and 89,595 shares, respectively	9		9
Additional paid-in capital	172,951		167,988
Accumulated other comprehensive loss	(5,922)		(4,167)
Accumulated deficit	(202,041)		(202,210)
Treasury stock, at cost	(1,116)		(1,116)
Total stockholders' deficit	(36,119)		(39,496)
Total liabilities and stockholders' deficit	$	367,369	$	393,796

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

RIMINI STREET, INC.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	103,123	$	106,421	$	209,868	$	211,933
Cost of revenue	42,180		39,348		85,095		78,691
Gross profit	60,943		67,073		124,773		133,242
Operating expenses:
Sales and marketing	37,377		37,284		76,518		71,763
General and administrative	19,531		18,865		37,933		37,092
Reorganization costs	3,208		—		3,208		59
Litigation costs and related recoveries:
Professional fees and other costs of litigation	1,602		629		4,527		3,348
Litigation costs and related recoveries, net	1,602		629		4,527		3,348
Total operating expenses	61,718		56,778		122,186		112,262
Operating income (loss)	(775)		10,295		2,587		20,980
Non-operating income and (expenses):
Interest expense	(1,483)		(1,387)		(2,824)		(2,726)
Other income (expenses), net	1,492		280		2,457		809
Income (loss) before income taxes	(766)		9,188		2,220		19,063
Income taxes	(382)		(4,920)		(2,051)		(9,156)
Net income (loss)	(1,148)		4,268		169		9,907
Other comprehensive income
Foreign currency translation gain (loss)	(573)		(89)		(1,564)

SEC Form 10-Q filed by Rimini Street Inc. (DE)