Operator: Good day, and welcome to the Rimini Street Q1, 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers presentation there will be a question and answer session. Instruction will be given at that time. As a reminder, this call has been recorded. I would like to turn the call over to Dean Pohl, Vice President of Investor Relations. You may begin.

Dean Pohl: Thank you, operator. I would like to welcome everyone to Rimini Street first quarter 2023 earnings conference call. On the call with me today is Seth Ravin, our CEO and President; and Michael Perica, our CFO. Today, we issued our earnings press release for the fourth quarter ended March 31, 2023, a copy of which can be found on our website under Investor Relations. A reconciliation of GAAP to non-GAAP financial measures has been provided in this table following the financial statements in the press release. An explanation of these measures and why we believe they are meaningful is also included in the press release under the heading about non-GAAP financial measures and certain key metrics. As a reminder, today’s discussion will include forward-looking statements that reflect our current outlook.

These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from statements made today. We encourage you to review our most recent SEC filings, including our Form 10-K filed today, for a discussion of risks that may affect our future results or stock price. Now before taking questions, we will begin with prepared remarks. With that, I would like to turn the call over to Seth.

Seth Ravin: Thank you, Dean, and thank you everyone for joining us today. Before we review the quarter results, I wanted to remind everyone that Rimini Street has grown and evolved from a single service company into a global provider of end-to-end enterprise software support products and services, the leading third-party support provider for Oracle and SAP software and its Salesforce and AWS partner in SaaS and cloud markets respectively. The company has operations globally in 22 countries and now offers a comprehensive portfolio of unified solutions to run, manage, support, customize, configure, connect, protect, monitor, and optimize enterprise application, database, and technology software, and enables clients to achieve better business outcomes, significantly reduce costs and reallocate resources for innovation.

To date, over 5,100 Fortune 500, Fortune Global 100 mid market, public sector and other organizations from a broad range of industries have relied on Rimini Street as their trusted enterprise software solutions provider and we believe we have delivered over $7 billion of savings and reinvestment opportunity to our clients. Operating results. For the first quarter of 2023, we were pleased to complete both the launch of our expanded solutions portfolio and sell the portfolio to name brand organizations globally. This expanded portfolio will allow us to meet the needs of a significantly larger market of organizations with $2 million or more in annual revenue or budget. One of the new premier solutions launched in the first quarter was our end-to-end turnkey outsourcing offering Rimini ONE, which provides organizations a one vendor solution for their current and evolving enterprise software needs and leverages Rimini Street’s unique and industry leading value, reliability, responsiveness, technology and engineering capability.

We’ve already signed in our servicing more than 100 Rimini ONE clients, and believe our significantly expanded solutions portfolio will increase sales to new and existing clients, improve our revenue retention rate and deliver a higher client lifetime value. Clients are already enjoying the benefits of Rimini Street’s expanded solution offerings. For example, Stefan Vargheese, an engineering manager at MYOB, the number one provider of ERP Soft where in Australia and a new Rimini ONE client said that Rimini ONE enables them to seamlessly manage a whole critical platform without having to deal with multiple vendors and raise numerous tickets. He said this allows the MYOB development team to focus on delivering more strategic outcomes for MYOB as they continue the evolution of their business management platform for local Australian and New Zealand businesses.

Vargheese goes on to further note that switching to Rimini ONE has opened up more opportunity for his organization and empowered his team to work more efficiently and more flexibly, as well as save costs. He says, Rimini ONE provides a truly one of a kind solution that’s a must for modern day organizations. Demand environment. We see strong demand for a proven, reliable IT services partner that can allow organizations to consolidate their IT service providers for streamlined vendor management, increased aggregated purchasing power and better outcomes. In further confirmation that Rimini Street has developed to brought the right portfolio solutions to market, a sponsored survey available on our website, found that a substantial number of IT leaders feel pressure from their board to show increased return on IT spend.

Even more telling, a majority of the IT leaders survey seek to reduce the total cost of ownership for existing mature enterprise software by switching to third-party support programs. With almost half of participants looking to outsource support and maintenance services to free up their IT teams to work on more strategic innovation focused projects. This is in alignment with Rimini Street’s vision and strategy for its expanded portfolio of solutions. Organizations today need to figure out how to deliver both revenue growth and increased profitability. And now as an end-to-end provider of unique and critical IT support, products and services, Rimini Street has the broader portfolio of solutions needed to be recognized as a key IT service partner that can help clients achieve their goals from developing IT strategy and roadmaps to plan execution.

As the market becomes more aware of our expanded portfolio of solutions, we are seeing increased lead in sales activity and growing pipelines into the current quarter of 2023 and beyond. We believe that Rimini Street is well-positioned to meet the current and evolving needs of organizations that face heightened global competition in just about every industry and must navigate the complex macro environment over the coming years. Our clients agree. GE Lighting, a Savant Company, is a market leader in residential lighting and smart home products. They selected the new Rimini Watch for change management solution replacing SAP’s change management solution after determining a need for more flexibility in value. By switching to the new Rimini Watch solution, GE Lighting has experienced increased efficiency and a significant reduction in friction for its internal clients.

Sanjay Sethia, Senior Manager of Enterprise Applications at GE Lighting, noted that day-to-day, they could focus more on their strategic direction and getting deeper into analysis rather than spend time on operational issues. They refer operational issues to their Ramini Street partner, who he says is responsive, comes with the right analysis, and guide them through each step of the way. In the past year, they have moved more than 350 system changes across five different landscapes without incident. Sethia said, he sees a big advantage for the company and his team, having Rimini Street as a proven and trusted IT partner. Sales execution. During the quarter, we continued focusing on sales across the expanded portfolio of solutions and working to assure the full portfolio is available of all current and prospective clients globally.

We launched our next generation revenue enablement strategy, program and team, and implemented many operational changes we believe will increase sales leads, opportunities, pipeline, and deal close rates, and ultimately drive a higher revenue growth rate and increased profitability. To enhance and accelerate lead opportunity in pipeline development, and help close more large and strategic transactions. our senior executives, including myself, continued our heavy global travel and participated in a growing number of successful in person Rimini Street and third-party events and executive sales meetings with hundreds of current and prospective clients. Oracle Litigation update. Rimini Street and Oracle have been in litigation for more than 12 years.

While the U. S. Courts have confirmed long ago that third-party software support is legal, we presently have two active proceedings with Oracle. The injunction compliance dispute and Rimini II proceedings, both of which relate to the manner in which Rimini Street provides support services for certain Oracle product lines. Rimini Street is not prohibited from providing support or services for any Oracle products. With respect to the injunction compliance dispute, Rimini Street filed an appeal in 2022 to the Ninth Circuit of the United States Court of Appeals relating to certain rulings of the U.S. District Court. Oral arguments on the appeal were held in San Francisco on February 6, 2023, and the matter remains pending before the court of appeals.

We believe we could have a court ruling on the appeal at any time this year. With respect to Remini II. The case Rimini Street filed against Oracle in 2014 and Oracle filed counterclaims. On October 21, 2022, just days before the jury trial was set to begin, Oracle withdrew certain of its counterclaim and all of its claims against Rimini Street and against me personally as CEO for monetary relief of any kind under any legal theory in this litigation. Rimini Street’s remaining claims and Oracle’s remaining counter claims seeking only equitable relief were tried before the court as a bench, judge only trial that began November 29, 2022, and ended December 15, 2022. The party submitted their proposed findings of fact in conclusions of law to the District Court on February 23, 2023, and the matter remains pending before the District Court.

We believe we could have a court verdict anytime this year. Please see our disclosures in the latest 10-Q filing for additional information and disclosures regarding litigation with Oracle. Summary. We remain confident that we are continuing to take the right actions and making the right investments to reaccelerate growth, increase profitability, and enhance shareholder value. Now over to you, Michael.

Michael Perica: Thank you, Seth, and thank you for joining us everyone. Financial results. We were pleased with our first quarter financial performance and revenue gross margin, adjusted EBITDA, net income and revenue retention rate on subscription revenue and exceeded first quarter 2023 guidance. Additionally, we maintained a strong balance sheet with cash in U.S. Government backed securities of $135 million and reduced debt $10 million year-over-year from $87 million to $77 million resulting in net cash at quarter end of $58 million. Revenue for the first quarter was a record $105.5 million, a year-over-year increase of 7.8%. Clients within the United States represented 50.6% of total revenue for the first quarter, while international clients contributed 49.4% of total revenue for the first quarter.

Annualized recurring revenue was $408.3 million for the first quarter, a year-over-year increase of 6.1%. Revenue retention rate for service subscriptions, which makes up 97% of our revenue, was 92% for the trailing 12 months with more than 75% of subscription revenue non-cancelable for at least 12 months. Billing for the first quarter were $93 million compared to $97.7 million for the prior year first quarter, a decrease of 4.8%. Lower new client invoicing in the U.S. and prepaid multi-year invoicing year-over-year were primary basis for the decrease. Gross margin was 62.7% of revenue for the first quarter compared to 62% for the prior year first quarter. On a GAAP basis, which excludes stock-based compensation expense, gross margin was 63.1% of revenue for the first quarter compared to 62.5% for the prior year first quarter.

Looking forward for full year 2023, we continue to expect gross margin to be in the range of 61% to 62% of revenue on a GAAP basis and 61.6% to 62.6% of revenue on a non-GAAP basis. Operating expenses. Like other organizations globally, we are experiencing cost pressures due in large part to increase labor cost and inflation in all labor categories and markets. As we discussed on our last earnings call, we continue to move workloads where possible to lower cost labor markets and implemented a restructuring in the first quarter to further streamline operations and help offset these increased costs. These actions allowed us to increase profitability and freed up budget to hire new skill sets needed to drive and accelerate future growth. The restructuring, excluding the one time charges, should result in approximately $15 million of annualized savings.

Sales and marketing expenses as a percentage of revenue was 32.7% of revenue for the first quarter, compared to 32.4% for the prior year first quarter. On a non-GAAP basis, which excludes stock-based compensation expense, sales and marketing expenses as a percentage of revenue was 32.2% for the first quarter compared to 31.5% for the prior year first quarter. We remain focused on making the appropriate investments needed to market our expanded portfolio of solutions and capitalize on our growth opportunities and thus continue to see full year 2023 sales and marketing expenses to be in the range of 34.5% to 35.5% on a GAAP basis and 33.5% to 34.5% on a non-GAAP basis. General and administrative expenses as a percentage of revenue, excluding outside litigation costs, was 17.3% of revenue for the first quarter, compared to 20.4% of revenue for the prior year first quarter.

On a non-GAAP basis, which exclude stock-based compensation expense, G&A was 16.2% of revenue for the first quarter compared to 18.6% for the prior year first quarter. We are seeing the good year-over-year improvement in spend due to the previously mentioned restructuring and now that they required initial investments to develop and launch our expanded portfolio of solutions is largely behind us. However, G&A expenses as a percentage of revenue continue to be elevated compared to our peers, due in large part to the cost for in-house legal and compliance teams and other costs made necessary by our ongoing Oracle litigation. As such, we continue to see full year 2023 G&A expenses as a percentage of revenue to be in the range of 17% to 18% on a GAAP basis and 15.5% to 16.5% percent on a non-GAAP basis.

Net outside litigation expense was $2.7 million for the first quarter, compared to $3.1 million for the prior year’s first quarter. For full year 2023, we continue to expect outside litigation expense to be around the $10 million level. Our non-GAAP operating margin, which excludes outside litigation spend and stock-based compensation, improved to 14.6% of revenue for the first quarter and 12.4% for the prior year first quarter. For the first quarter, net income attributable to shareholders was 5.6 million, an increase of 82.7% year-over-year, and $0.06 per diluted share compared to a net income of $3.1 million or $0.03 per diluted share for the prior year first quarter. On a non-GAAP basis, net income for the first quarter was $10.4 million or $0.12 per diluted share compared to a net income of $9.2 million or $0.10 cents per diluted share for the prior year first quarter.

Adjusted EBITDA was $16.6 million for the first quarter or 15.7% of revenue compared to $12.9 million or 13.2% of revenue for the prior year first quarter. Balance sheet, we ended the first quarter with the cash balance of $116 million plus investments of $19 million consisting of short-term US treasuries and agency securities, bringing cash and short-term investments to $135 million, compared to $129 million as of December 31, 2022. On a cash flow basis, first quarter operating cash flow was $8.6 million, compared to $45.8 million for the prior year first quarter. The variance is due primarily to large payments to our outside litigation counsel relating to the fourth quarter 2022 remaining to trial with Oracle, one-time restructuring charges and lower client multi-year prepayments and related collections compared to the prior year first quarter.

Deferred revenue as of March 31, 2023 was approximately $287 million compared to $300 million from the prior year first quarter. Backlog, which includes the sum of billed deferred revenue and non-cancelable future revenue, was approximately $556 million as of March 31, 2023, compared to $558 million for the prior year first quarter. Capital markets activities. During the first quarter, we amended our credit facility to transition from LIBOR base rate to secured overnight financing rate or SOFR. In addition, the amendment included an add back to consolidated EBITDA for the fourth quarter 2022 and any calculation period covered by such quarter of $10 million to offset large litigation spend relating to our fourth quarter 2022 Remini II trial with Oracle.

Please see the 10Q for further details and disclosures. Business outlook. We are providing second quarter 2023 revenue guidance to be in the range of $105 million to $107 million and maintaining full year 2023 revenue guidance to be in the range of $420 million to $430 million. We are also maintaining our full year 2023 HLCD-BD guidance in the range of $52 million to $58 million. We plan to revisit full year 2023 guidance with our second quarter earnings release. This concludes our prepared remarks. Operator, we’ll now take questions.

Operator: Our first question comes from Brian Kinstlinger with Alliance Global Partners. Your line is open.

Operator: Sure. Thank you. Our next question comes from Derrick Wood with Cowen. Your line is open.

Operator: Thank you. Our next question comes from Jeff Van Rhee with Craig-Hallum. Your line is open.

Operator: Thank you. We have a follow-up question from Brian Kinstlinger with Alliance Global Partners. Your line is open.

Operator: Thank you. There are no further questions. I’d like to turn the call back over to Seth Raven Seth Ravin for closing remarks.

Seth Ravin: Well, thank you very much, everyone. Thanks for joining us today. Once again, we always are very thankful for the world that we get to live in, and we know that there’s a lot of people under pressure, living in war-torn areas, who are struggling, and we always like to keep our thoughts on them as well. So be safe, have a great day, and we look forward to a next call and giving you the results for this second quarter at that time. Thank you everybody for joining us.

Operator: Thank you. This concludes the program. You may now disconnect. Everyone have a great day.

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RIMINI STREET INC

Q1 2023

Earnings Transcript

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