rmni-20240930

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 September 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 90,920,000 shares of its $0.0001 par value common stock outstanding as of October 28, 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	61

ITEM 3.	Defaults Upon Senior Securities	61

ITEM 4.	Mine Safety Disclosures	61

ITEM 5.	Other Information	61

ITEM 6.	Exhibits	63

SIGNATURES		64

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements.

RIMINI STREET, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)


	September 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	119,494	$	115,424
Restricted cash	429		428
Accounts receivable, net of allowance of $1,053 and $656, respectively	66,996		119,430
Deferred contract costs, current	16,637		17,934
Short-term investments	—		9,826
Prepaid expenses and other	25,190		25,647
Total current assets	228,746		288,689
Long-term assets:
Property and equipment, net of accumulated depreciation and amortization of $20,794 and $18,231, respectively	10,431		10,496
Operating lease right-of-use assets	6,895		5,941
Deferred contract costs, noncurrent	20,836		23,559
Deposits and other	4,743		6,109
Deferred income taxes, net	72,191		59,002
Total assets	$	343,842	$	393,796
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current maturities of long-term debt	$	3,093	$	5,912
Accounts payable	4,559		5,997
Accrued compensation, benefits and commissions	33,867		38,961
Other accrued liabilities	74,284		18,128
Operating lease liabilities, current	4,384		4,321
Deferred revenue, current	202,281		263,115
Total current liabilities	322,468		336,434
Long-term liabilities:
Long-term debt, net of current maturities	67,959		64,228
Deferred revenue, noncurrent	21,033		23,859
Operating lease liabilities, noncurrent	6,806		6,841
Other long-term liabilities	2,350		1,930
Total liabilities	420,616		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 90,841 and 89,595 shares, respectively	9		9
Additional paid-in capital	175,125		167,988
Accumulated other comprehensive loss	(5,651)		(4,167)
Accumulated deficit	(245,141)		(202,210)
Treasury stock, at cost	(1,116)		(1,116)
Total stockholders' deficit	(76,774)		(39,496)
Total liabilities and stockholders' deficit	$	343,842	$	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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	104,672	$	107,453	$	314,540	$	319,386
Cost of revenue	41,135		40,110		126,230		118,802
Gross profit	63,537		67,343		188,310		200,584
Operating expenses:
Sales and marketing	35,781		35,593		112,299		107,356
General and administrative	16,528		18,384		54,460		55,475
Reorganization costs	1,431		—		4,639		59
Litigation costs and related recoveries:
Litigation expense	58,512		—		58,512		—
Professional fees and other costs of litigation

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