Market Overview

Rimini Street Announces Fiscal Second Quarter 2018 Financial Results

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Quarterly revenue of $62.6 million, up 20% year over year

Quarterly gross margin 58.4%

1,622 active clients at June 30, 2018, up 21% year over year

Rimini
Street, Inc.
(NASDAQ:RMNI), a global provider of enterprise
software products and services, and the leading third-party support
provider for Oracle and SAP software products, today announced financial
results for its second quarter ended June 30, 2018.

This press release features multimedia. View the full release here:
https://www.businesswire.com/news/home/20180809005664/en/

Rimini Street Announces Fiscal Second Quarter 2018 Financial Results (Photo: Business Wire)

Rimini Street Announces Fiscal Second Quarter 2018 Financial Results (Photo: Business Wire)

"We believe the recently completed refinancing of our credit facility
with a $140 million private placement equity transaction removes the
constraints to our revenue growth by eliminating covenants on sales and
marketing spend," stated Seth
A. Ravin
, Rimini Street co-founder and CEO. "Completion of the
refinancing allows us to aggressively invest in global sales, marketing
and service delivery capacity and capabilities in order to drive future
revenue. Based on our 13 year track record of sales performance, we
expect these investments to lead to growth and improved operating
leverage in 2019 and beyond."

"Revenue for the second quarter of 2018 came in above our guidance range
and was driven by growth across all geographies," stated Tom
Sabol
, Rimini Street CFO. "We also made significant progress in our
goal to reduce our cost of capital with the refinancing of our credit
facility by providing us an expected reduction in debt-related costs of
approximately $95 million over the next three years. In addition, the
refinancing extended the expected maturity until July 2023, when the
convertible preferred equity may be redeemed by the holders in full,
unless it has been previously converted into common stock."

Second Quarter 2018 Financial Highlights

  • Revenue was $62.6 million for the second quarter of 2018, an increase
    of 20% compared to $52.0 million for the second quarter of 2017, and
    included approximately $1.2 million of non-subscription revenue
    recognized in the quarter.
  • Annualized Subscription Revenue was approximately $246 million for the
    second quarter of 2018, an increase of 18% compared to $208 million in
    the second quarter of 2017.
  • Active Clients as of June 30, 2018 were 1,622, an increase of 21%
    compared to 1,335 as of June 30, 2017.
  • Revenue Retention Rate was 93.2% for the trailing 12-months ended June
    30, 2018 compared to 93.8% for the comparable period ended June 30,
    2017.
  • Gross Margin was 58.4% for the second quarter of 2018 compared to
    62.5% for the second quarter of 2017, reflecting investments to
    support new product and service offering launches, costs for the
    Company's biannual global service delivery training event held in May
    2018, and costs related to a new 10-year employee service award
    benefit.
  • Operating Loss was $6.0 million for the second quarter of 2018
    compared to Operating Income of $7.5 million for the second quarter of
    2017. The change was the result of increased litigation costs and
    planned increased spending on sales and marketing.
  • Non-GAAP Operating Income was $4.2 million for the second quarter of
    2018 compared to Non-GAAP Operating Income of $8.1 million for the
    second quarter of 2017.
  • Net Loss for the second quarter of 2018 was $25.4 million, or a loss
    of $0.43 per basic share, compared to a Net Loss of $25.9 million, or
    a loss of $1.05 per basic share for the second quarter of 2017.
  • Non-GAAP Net Loss for the second quarter of 2018 was $7.8 million
    compared to a Non-GAAP Net Loss of $16.9 million for the second
    quarter of 2017.
  • Operating Cash Flow for the second quarter of 2018 was $8.5 million,
    compared to Operating Cash Flow of $28.5 million for the second
    quarter of 2017, which included an insurance settlement of $19.3
    million.
  • Adjusted EBITDA for the second quarter of 2018 was $3.8 million
    compared to $8.9 million for the second quarter of 2017.
  • Reduced the Company's credit facility obligation by $21.0 million with
    proceeds refunded and received from Oracle for certain court awards
    that had been previously paid by the Company, and that were
    subsequently overturned in Rimini Street's favor on appeal.
  • Entered into a $140 million equity financing agreement on June 18,
    2018, which subsequently closed on July 19, 2018, and resulted in
    repayment of all remaining outstanding obligations under the credit
    facility totaling $132.8 million, consisting of principal, make-whole
    applicable premium, interest and fees. Following repayment, the credit
    facility was terminated.

Reconciliations of the non-GAAP financial measures provided in this
press release to their most directly comparable GAAP financial measures
are provided in the financial tables included at the end of this press
release. An explanation of these measures and how they are calculated is
also included under the heading "About Non-GAAP Financial Measures and
Certain Key Metrics."

Second Quarter 2018 Company Highlights

  • Announced the extension of Rimini Street's proven, award-winning
    support model and global capabilities to SaaS products with support
    services for Salesforce
    Sales Cloud and Service Cloud
    products.
  • Expanded the Company's family
    of Extensibility Solutions
    with the launch of Rimini Street
    Mobility and Rimini Street Analytics. These products join the Rimini
    Street Advanced Database Security product launched in 2017. The
    products help organizations to quickly and cost-effectively modernize
    their current enterprise software with the latest desired features and
    capabilities, future-proof technical platforms against yet-unknown
    technology changes, and secure systems against a constantly evolving
    threat environment.
  • Closed more than 7,300 support cases across 44 countries, and once
    again achieved an average client satisfaction rating on the Company's
    support delivery of 4.8 out of 5.0 (where 5.0 is "excellent").
  • Presented at 12 CIO and IT and procurement leader events worldwide,
    including Gartner CIO & IT Executive Summit in Canada and IDC CIO
    Summit in South Korea.
  • For the fifth time, named one of the Bay Area Top
    Workplaces
    by the Bay Area News Group for work environment,
    communication policies, employee benefits and corporate culture.
  • Honored with six Stevie®
    Awards
    , including Company of the Year, Customer Service Department
    of the Year, and Customer Service Executive of the Year, in the 16th
    Annual American Business Awards®.
  • Received an updated
    accreditation
    for the UK government's procurement system and
    selected as a third-party support provider under the UK government's
    Technology Services 2 (TS2) Framework for IT support procurement.
  • Added to the US
    Russell 2000® Index
    .

Revenue Guidance

The Company is providing third quarter 2018 revenue guidance to be in
the range of approximately $61.0 million to $63.0 million, and updating
full year 2018 revenue guidance to be in the range of approximately $240
million to $250 million.

Webcast and Conference Call Information

Rimini Street will host a conference call and webcast to discuss the
second quarter 2018 results at 5:00 p.m. Eastern Time / 2:00 p.m.
Pacific Time on August 9, 2018. A live webcast of the event will be
available on Rimini Street's Investor Relations site at https://investors.riministreet.com/events-and-presentations/upcoming-and-past-events.
Dial-in participants can access the conference call by dialing (855)
213-3942
in the U.S. and Canada and enter the code 7489219. A
replay of the webcast will be available for at least 90 days following
the event.

Company's Use of Non-GAAP Financial Measures

This press release contains certain "non-GAAP financial measures."
Non-GAAP financial measures are not based on a comprehensive set of
accounting rules or principles. These non-GAAP financial measures
supplement, and are not intended to represent a measure of operating
performance in accordance with disclosures required by generally
accepted accounting principles, or GAAP. Non-GAAP financial measures
should be considered in addition to, and not as a substitute for or
superior to, financial measures determined in accordance with GAAP. A
reconciliation of GAAP to non-GAAP results is included in the financial
tables included elsewhere in this press release. Presented under the
heading "About Non-GAAP Financial Measures and Certain Key Metrics" is a
description and explanation of our non-GAAP financial measures.

About Rimini Street, Inc.

Rimini Street, Inc. (NASDAQ:RMNI) is a global provider of enterprise
software products and services, and the leading third-party support
provider for Oracle and SAP software products. The Company has redefined
enterprise software support services since 2005 with an innovative,
award-winning program that enables licensees of IBM, Microsoft, Oracle,
Salesforce, SAP and other enterprise software vendors to save up to 90
percent on total maintenance costs. Clients can remain on their current
software release without any required upgrades for a minimum of 15
years. Over 1,620 global Fortune 500, midmarket, public sector and other
organizations from a broad range of industries currently rely on Rimini
Street as their trusted, third-party support provider. To learn more,
please visit http://www.riministreet.com/,
follow @riministreet on
Twitter and find Rimini Street on Facebook
and LinkedIn.
(IR-RMNI)

Forward-Looking Statements

Certain statements included in this communication are not historical
facts but are forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such as
"may," "should," "would," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential," "seem," "seek," "continue,"
"future," "will," "expect," "outlook" or other similar words, phrases or
expressions. These forward-looking statements include, but are not
limited to, statements regarding our expectations as to benefits of the
financing transaction described herein, including projections of
expected cash savings over the next three years and accelerated growth,
future events, future opportunities and growth initiatives. These
statements are based on various assumptions and on the current
expectations of management and are not predictions of actual
performance, nor are these statements of historical facts. These
statements are subject to a number of risks and uncertainties regarding
Rimini Street's business, and actual results may differ materially.
These risks and uncertainties include, but are not limited to, continued
inclusion in the Russell 2000 Index in the future, changes in the
business environment in which Rimini Street operates, including
inflation and interest rates, and general financial, economic,
regulatory and political conditions affecting the industry in which
Rimini Street operates; adverse litigation developments or in the
government inquiry; the final amount and timing of any refunds from
Oracle related to our litigation; our ability to raise additional equity
or debt financing on favorable terms; the terms and impact of our newly
issued 13.00% Series A Preferred Stock; changes in taxes, laws and
regulations; competitive product and pricing activity; difficulties of
managing growth profitably; the success of our recently introduced
products and services, including Rimini Street Mobility, Rimini Street
Analytics, Rimini Street Advanced Database Security, and services for
Salesforce Sales Cloud and Service Cloud products; the loss of one or
more members of Rimini Street's management team; uncertainty as to the
long-term value of Rimini Street's equity securities, including its
common stock and its Preferred Stock; and those discussed under the
heading "Risk Factors" in Rimini Street's Quarterly Report on 10-Q filed
on August 9, 2018, which disclosures amend and restate the disclosures
appearing under the heading "Risk Factors" in Rimini Street's Annual
Report on Form 10-K filed on March 15, 2018, and as updated from time to
time by Rimini Street's future Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and other filings by Rimini Street with the
Securities and Exchange Commission. In addition, forward-looking
statements provide Rimini Street's expectations, plans or forecasts of
future events and views as of the date of this communication. Rimini
Street anticipates that subsequent events and developments will cause
Rimini Street's assessments to change. However, while Rimini Street may
elect to update these forward-looking statements at some point in the
future, Rimini Street specifically disclaims any obligation to do so,
except as required by law. These forward-looking statements should not
be relied upon as representing Rimini Street's assessments as of any
date subsequent to the date of this communication.

Salesforce, Service Cloud, Sales Cloud and others are trademarks of
salesforce.com, inc.

© 2018 Rimini Street, Inc. All rights reserved. "Rimini Street" is a
registered trademark of Rimini Street, Inc. in the United States and
other countries, and Rimini Street, the Rimini Street logo, and
combinations thereof, and other marks marked by TM are trademarks of
Rimini Street, Inc. All other trademarks remain the property of their
respective owners, and unless otherwise specified, Rimini Street claims
no affiliation, endorsement, or association with any such trademark
holder or other companies referenced herein.

   
Rimini Street, Inc.
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
 

June 30,

December 31,

ASSETS

2018

2017

Current assets:
Cash and cash equivalents $ 24,853 $ 21,950
Restricted cash 10,634 18,077
Accounts receivable, net of allowance of $293 and $51, respectively 63,416 63,525
Prepaid expenses and other   8,706     8,560  
 
Total current assets 107,609 112,112
 
Long-term assets:

Property and equipment, net of accumulated depreciation and
amortization of $7,805 and $6,947, respectively

3,899 4,255
Deferred debt issuance costs, net 2,834 3,520
Deferred offering costs 2,831 500
Deposits and other 1,387 1,065
Deferred income taxes, net   940     719  
 

Total assets

$ 119,500   $ 122,171  
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current maturities of long-term debt $ 3,677 $ 15,500
Accounts payable 12,416 10,137
Accrued compensation, benefits and commissions 18,420 18,154
Other accrued liabilities 28,509 22,920
Deferred insurance settlement - 8,033
Liability for embedded derivatives 7,800 1,600
Deferred revenue   167,879     152,390  
 

Total current liabilities

238,701 228,734
 
Long-term liabilities:
Long-term debt, net of current maturities 72,364 66,613
Deferred revenue 32,506 29,182
Other long-term liabilities   5,825     7,943  
 

Total liabilities

  349,396     332,472  
 
Stockholders' deficit:

Preferred stock, $0.0001 par value per share. Authorized 100,000
shares; no shares issued and outstanding

- -

Common stock; $0.0001 par value. Authorized 1,000,000 shares;
issued and outstanding 60,005 and 59,314 shares as of June 30,
2018 and December 31, 2017, respectively

6 6
Additional paid-in capital 97,663 94,967
Accumulated other comprehensive loss (1,219 ) (867 )
Accumulated deficit   (326,346 )   (304,407 )

Total stockholders' deficit

  (229,896 )   (210,301 )

Total liabilities and stockholders' deficit

$ 119,500   $ 122,171  
 
Rimini Street, Inc.
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
   
Three Months Ended
June 30,

2018

2017

 
Net revenue $ 62,649 $ 52,048
Cost of revenue   26,084     19,537  
 
Gross profit   36,565     32,511  
 
Operating expenses:
Sales and marketing 23,097 15,801
General and administrative 10,324 8,928
Litigation costs and related recoveries:
Professional fees and other defense costs of litigation 9,113 3,426
Insurance recoveries, net   -     (3,125 )
 
Total operating expenses   42,534     25,030  
 
Operating income (loss) (5,969 ) 7,481
 
Non-operating expenses:
Interest expense (9,323 ) (14,541 )
Other debt financing expenses (1,339 ) (10,859 )
Loss from change in fair value of redeemable warrants - (7,648 )
Loss from change in fair value of embedded derivatives (6,700 ) (700 )
Other income (expense), net   (1,568 )   225  
 
Loss before income taxes (24,899 ) (26,042 )
Income tax benefit (expense)   (547 )   183  
 
Net loss $ (25,446 ) $ (25,859 )
 
Net loss per share:
Basic $ (0.43 ) $ (1.05 )
Diluted $ (0.43 ) $ (1.05 )
 
Weighted average number of shares of Common Stock outstanding: (1)
Basic   59,800     24,561  
Diluted   59,800     24,561  
______________
(1)   For the three months ended June 30, 2017, the weighted average
number of shares have been restated to give effect to the reverse
recapitalization consummated on October 10, 2017.
 
Rimini Street, Inc.
GAAP to Non-GAAP Reconciliations
(In Thousands)
   
Three Months Ended
June 30,

2018

2017

 
Non-GAAP operating income reconciliation:
Operating income (loss) $ (5,969 ) $ 7,481
Non-GAAP adjustments:
Litigation costs, net of related recoveries 9,113 301
Stock-based compensation expense   1,098     353  
 
Non-GAAP operating income $ 4,242   $ 8,135  
 
 
Non-GAAP net loss reconciliation:
Net loss $ (25,446 ) $ (25,859 )
Non-GAAP adjustments:
Litigation costs, net of related recoveries 9,113 301
Write-off of deferred debt financing costs 704 -
Stock-based compensation expense 1,098 353
Loss from change in fair value of embedded derivatives 6,700 700
Loss from change in fair value of redeemable warrants   -     7,648  
 
Non-GAAP net loss $ (7,831 ) $ (16,857 )
 
Non-GAAP Adjusted EBITDA reconciliation:
Net loss $ (25,446 ) $ (25,859 )
Non-GAAP adjustments:
Interest expense 9,323 14,541
Income tax expense 547 (183 )
Depreciation and amortization expense   466     496  
 
EBITDA (15,110 ) (11,005 )
Non-GAAP adjustments:
Litigation costs, net of related recoveries 9,113 301
Stock-based compensation expense 1,098 353
Loss from change in fair value of embedded derivatives 6,700 700
Loss from change in fair value of redeemable warrants - 7,648
Write-off of deferred debt financing costs 704 -
Other debt financing expenses   1,339     10,859  
 
Adjusted EBITDA $ 3,844   $ 8,856  
 

About Non-GAAP Financial Measures and Certain Key Metrics

To provide investors and others with additional information regarding
Rimini Street's results, we have disclosed the following non-GAAP
financial measures and certain key metrics. We have described below
Active Clients, Annualized Subscription Revenue and Revenue Retention
Rate, each of which is a key operational metric for our business. In
addition, we have disclosed the following non-GAAP financial measures:
non-GAAP operating income, non-GAAP net loss, EBITDA, and Adjusted
EBITDA. Rimini Street has provided in the tables above a reconciliation
of each non-GAAP financial measure used in this earnings release to the
most directly comparable GAAP financial measure. Due to a valuation
allowance for our deferred tax assets, there were no tax effects
associated with any of our non-GAAP adjustments. These non-GAAP
financial measures are also described below.

The primary purpose of using non-GAAP measures is to provide
supplemental information that management believes may prove useful to
investors and to enable investors to evaluate our results in the same
way management does. We also present the non-GAAP financial measures
because we believe they assist investors in comparing our performance
across reporting periods on a consistent basis, as well as comparing our
results against the results of other companies, by excluding items that
we do not believe are indicative of our core operating performance.
Specifically, management uses these non-GAAP measures as measures of
operating performance; to prepare our annual operating budget; to
allocate resources to enhance the financial performance of our business;
to evaluate the effectiveness of our business strategies; to provide
consistency and comparability with past financial performance; to
facilitate a comparison of our results with those of other companies,
many of which use similar non-GAAP financial measures to supplement
their GAAP results; and in communications with our board of directors
concerning our financial performance. Investors should be aware however,
that not all companies define these non-GAAP measures consistently.

Active Client is a distinct entity that purchases our services to
support a specific product, including a company, an educational or
government institution, or a business unit of a company. For example, we
count as two separate active clients when support for two different
products is being provided to the same entity. We believe that our
ability to expand our active clients is an indicator of the growth of
our business, the success of our sales and marketing activities, and the
value that our services bring to our clients.

Annualized Subscription Revenue is the amount of subscription
revenue recognized during a quarter and multiplied by four. This gives
us an indication of the revenue that can be earned in the following
12-month period from our existing client base assuming no cancellations
or price changes occur during that period. Subscription revenue excludes
any non-recurring revenue, which had been insignificant until the fiscal
second quarter of 2018.

Revenue Retention Rate is the actual subscription revenue
(dollar-based) recognized over a 12-month period from customers that
were clients on the day prior to the start of such 12-month period,
divided by our Annualized Subscription Revenue as of the day prior to
the start of the 12-month period.

Non-GAAP Operating Income is operating income (loss) adjusted to
exclude: litigation costs, net of related appeal awards and insurance
recoveries, and stock-based compensation expense. These exclusions are
discussed in further detail below.

Non-GAAP Net Loss is net loss adjusted to exclude: litigation
costs, net of related appeal awards and insurance recoveries, post
judgment interest on litigation appeal awards, stock-based compensation
expense, and gains or losses on changes in fair value of embedded
derivatives and redeemable warrants. These exclusions are discussed in
further detail below.

We exclude the following items from our non-GAAP financial measures, as
applicable, for the periods presented:

Litigation Costs and related recoveries: Litigation costs, the
associated insurance recoveries, adjustments to the deferred settlement
liability, litigation appeal awards and post judgment interest relate to
outside costs and recoveries for our litigation activities. These costs
and related recoveries reflect the ongoing litigation we are involved
with, and do not relate to the day-to-day operations or our core
business of serving our clients.

Write-off of Deferred Debt Financing Costs: Costs related to
potential debt financing transactions are capitalized until we determine
if the transaction will result in a new debt agreement. When we
determine that these efforts are unsuccessful, the costs are written-off
and classified as other non-operating expenses. Since these amounts are
associated with our debt financing structure, we exclude them since they
do not relate to our day-to-day operations or our core business of
serving our clients.

Stock-Based Compensation Expense: Our compensation strategy
includes the use of stock-based compensation to attract and retain
employees. This strategy is principally aimed at aligning the employee
interests with those of our stockholders and to achieve long-term
employee retention, rather than to motivate or reward operational
performance for any particular period. As a result, stock-based
compensation expense varies for reasons that are generally unrelated to
operational decisions and performance in any particular period.

Loss (Gain) on Changes in Fair Value of Embedded Derivatives and
Redeemable Warrants:
Our former credit facility, which was
terminated on July 19, 2018, included features that were determined to
be embedded derivatives requiring bifurcation and accounting as separate
financial instruments. Until October 2017, we also had redeemable
warrants that were required to be carried at fair market value with
changes in fair value resulting in gains and losses in our statement of
operations. We have excluded the gains and losses related to the changes
in fair value of embedded derivatives and redeemable warrants given the
nature of the fair value requirements. We are not able to manage these
amounts as part of our business operations nor are the costs core to
servicing our clients and have excluded them.

Other Debt Financing Expenses: Other debt financing expenses
include non-cash write-offs and amortization of debt discounts and
issuance costs under our former credit facility, and collateral
monitoring and other fees payable in cash related to the credit
facility. Since these amounts related to our debt financing structure,
we exclude them since they do not relate to the day-to-day operations or
our core business of serving our clients.

EBITDA is net loss adjusted to exclude: interest expense, income
tax expense, and depreciation and amortization expense.

Adjusted EBITDA is EBITDA adjusted to exclude: litigation costs,
net of related appeal and insurance recoveries, post judgment interest
on litigation appeal awards, stock-based compensation expense, gains or
losses on changes in the fair value of embedded derivatives and
redeemable warrants, write-off of deferred debt financing costs, and
other debt financing expenses, as discussed above.

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