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Good day and thank you for standing by and welcome to the Rimini Street Third Quarter 2023 Earnings Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today’s conference is being recorded. I would now like to hand the conference over to your speaker today, Dean Pohl, Vice President, Investor Relations. Please go ahead.

Thank you, operator. I’d like to welcome everyone to Rimini Street’s third 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 third quarter ended September 30th, 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 the tables 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, which is available on our website. 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 Form 10-Q filed today. For discussion of risks that may affect our future results or stock price. Now before taking questions, we’ll begin with prepared remarks. With that, I’d like to turn the call over to Seth.

Thank you, Dean and thank you, everyone for joining us today. While most IT service providers specialize in software implementation, Rimini Street instead focuses on the very specialized area of IT strategic and operational needs to run, manage, support, protect, connect, monitor, customize, configure and optimize mission-critical enterprise application, database and technology software. We have global operations with over 2,000 employees spread across 21 countries, delivering senior engineering support capabilities to clients with an average response time of less than two minutes, 24 by 7 by 365 and earned an average client satisfaction score on our support delivery and onboarding services of 4.9 out of 5, where 5 is excellent. Today, we are the leading third-party support provider for Oracle and SAP software and to-date has served over 5,300 Fortune 500, Fortune Global 100 midmarket, public sector and other organizations across the broad range of industries. We’re also Salesforce and AWS Partners in SAS and cloud markets, respectively. We enable clients to achieve better business outcomes, such as lower operating costs, increased profits, increased investment in innovation, improved competitive advantage and accelerated growth. We believe we have delivered over $8 billion of savings and reinvestment opportunity to our clients. Operating results. For the third quarter of 2023, we continued focusing on improving sales execution across our expanded portfolio of solutions, and being able to deliver the full portfolio of solutions globally. As our current and prospective clients learn more about the unique offerings and value of our expanded solutions portfolio, they’re responding positively and buying across the full portfolio. For the third quarter of 2023, we saw our end-to-end ERP outsourcing solution, Rimini ONE, and our solutions for SAP products continued to gain traction globally, driven in part by the current macroeconomic environment, where we believe our expanded full service portfolio is increasingly valued by prospects and clients and in part by the further maturing of our go-to market execution. To enhance and accelerate lean opportunity and pipeline development and help close more large and strategic transactions, our senior executives, including myself, continue our extensive in-person Rimini Street Client and Prospect Meetings and Attendance at third-party events and Executive Sales Meetings in the United States and globally, with hundreds of current and prospective clients. To deliver our full solutions portfolio globally, we continue to grow our workforce and capabilities backed by innovation and technology that provides additional leverage for increased profitability with growth. Demand environment, competitive advantage. We continue to see strong demand for a proven reliable partner for mission-critical transaction system services that can allow organizations to consolidate their preferred IT service providers, our streamlined vendor management, increased aggregated purchasing power and better outcomes. Organizations today need to figure out how to deliver both revenue growth and increased profitability. And now as an end-to-end provider of mission-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 building roadmaps to plan execution. We believe that we are well positioned to meet the current and evolving needs of organizations that faced heightened global competition in just about every industry and to help them navigate the complex macroeconomic over the coming years. Oracle litigation update. Rimini Street and Oracle have been in litigation for more than 13 years. While the US 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 primarily relate to the manner in which Rimini Street provides support services for certain Oracle product lines. With respect to the injunction compliance dispute, Rimini Street has been ordered by the District Court to reimburse Oracle’s reasonable attorney’s fees and costs related to the contempt matter and related appeal. The parties are in briefing schedule now, and the District Court has not yet determined what the amount of such reasonable attorney’s fees and costs should be. Rimini Street reserves all rights to appeal any District Court orders. With respect to Rimini II, the company filed a lawsuit, Rimini Street, Inc. versus Oracle International Corp. in October 2014 in US District Court. As of the date of this report, an administrative day of the Rimini II injunction is in place, and the Court of Appeals has not yet issued a decision on our motion of stay the injunction through the appeal process. Additionally, the District Court has not yet decided on another motion that must be decided by the Court before the Appeals Court will consider the Rimini II injunction stay motion. Rimini Street will also be filing an appeal of the District Court’s findings and injunction in Rimini II. For additional information and disclosures regarding the company’s litigation with Oracle, please see our disclosures in the company’s quarterly report on Form 10-Q filed on November 1st, 2023 with the US Securities and Exchange Commission. Please also note, that at this time, we are still unable to provide material additional information beyond the disclosures and statements in our press releases nor provide guidance with respect to future financial results, SEC filings and Court filings nor are we able to provide additional commentary related to the pending Oracle litigation impacts and potential impacts, because we are engaged in current continued analysis and court briefing and motion activity. Summary. We remain confident that we are continuing to take the right actions and making the right investments to accelerate growth, increase profitability, enhance shareholder value and bring our litigation with Oracle through a successful conclusion. However, if Rimini Street does not ultimately prevail on various litigation matters described in our SEC filings, it could have a material impact on the business. Now, over to you, Michael.

Thank you, Seth and thank you for joining us, everyone. Revenue, billings and gross margin. Revenue for the third quarter was $107.5 million, a year-over-year increase of 5.4%. Our revenue in the quarter was again negatively impacted by currency movements, having a 0.1% unfavorable impact to revenue growth in the quarter. On a year-to-date basis, negative currency impacts were 1.2%. For the quarter, clients within the United States represented 51.9% of total revenue, while international clients contributed 48.1% of total revenue. Annualized recurring revenue was $416.3 million for the third quarter, a year-over-year increase of 4.1%. Revenue retention rate for service subscriptions, which makes up 96.9% of our revenue, was 94% for the trailing 12 months with more than 77% of subscription revenue, non-cancelable for at least 12 months. Billings for the third quarter were $60.5 million, compared to $49.7 million for the prior year third quarter, an increase of 21.7%. Gross margin was 62.7% of revenue for the third quarter, compared to 61.5% for the prior year third quarter. On a non-GAAP basis, which excludes stock-based compensation expense, and the other items detailed in our earnings press release, gross margin was 63.1% of revenue for the third quarter compared to 62% for the prior year third quarter. Continued investment in the global engineering team in advance of revenue recognition as required by many of our new offerings may negatively pressure the gross margin going forward. Operating expenses, while inflationary pressures and high costs are still persistent for skilled labor across all theaters, we continue to attract and retain key talent. Moreover, our margin performance underscores the advantage of our global footprint with centers of excellence in geographies where both the talent and value remain attractive compared to higher-priced talent markets. Sales and marketing expenses as a percentage of revenue were 33.1% of revenue for the third quarter, compared to 35.3% for the prior year third quarter. On a non-GAAP basis, which excludes stock-based compensation expense, and the other items detailed in our earnings press release, sales and marketing expenses as a percentage of revenue was 32.4% for the third quarter, compared to 34.5% for the prior year third quarter. General and administrative expenses as a percentage of revenue, excluding outside litigation costs, were 17.1% of revenue for the third quarter, compared to 18.1% of revenue for the prior year third quarter. On a non-GAAP basis, which excludes stock-based compensation expense, and the other items detailed in our earnings press release, G&A was 15.4% of revenue for the third quarter compared to 17% for the prior year third quarter. We are seeing a good year-over-year improvement in G&A spend due to the restructuring previously noted in past earnings calls, and the required initial substantial investments that were required to develop and launch our expanded portfolio of solutions are largely behind us. However, G&A expenses as a percentage of revenue continued to be elevated compared to our peers, due in large part to the ongoing costs for in-house legal and compliance teams and other costs made necessary by our ongoing Oracle litigation and compliance activities. Net outside litigation expense was $2.1 million for the third quarter, compared to $6.2 million for the prior year’s third quarter. The reduction in year-over-year spend is due to decreased activity during the third quarter of 2023 compared to the prior year third quarter. Litigation expenses will vary quarter-to-quarter and year-to-year depending on current litigation activity. Our non-GAAP operating margin, which excludes outside litigation spend and stock-based compensation, improved to 15.4% of revenue for the third quarter versus 10.5% for the prior year third quarter. For the third quarter, net income attributable to shareholders was $6.8 million or $0.08 per diluted share compared to a net loss of $405,000 or $0.0 per diluted share for the prior year third quarter. On a non-GAAP basis, net income for the third quarter was $12.1 million or $0.13 per diluted share compared to a net income of $8.3 million or $0.09 per diluted share for the prior year third quarter. Adjusted EBITDA was $18.2 million for the third quarter or 17% of revenue compared to $10 million or 9.8% of revenue for the prior year third quarter. Balance sheet. We ended the third quarter with a cash and equivalents balance of $108.2 million plus short-term investments of $19.9 million, consisting of short-term US treasuries in agency securities, bringing cash and short-term investments to $128.1 million, compared to $129.7 million on September 30th, 2022. The credit facility principal outstanding totaled $74.3 million as of September 30th, 2023. On a cash flow basis, third quarter operating cash flow declined $8.1 million, compared to a decline of $24 million for the prior year third quarter. Deferred revenue as of September 30th, 2023, was approximately $238 million, compared to $248 million from the prior year third quarter. Backlog, which includes the sum of billed deferred revenue and non-cancelable future revenue, increased to $550 million as of September 30th, 2023, compared to $532 million for the prior year third quarter. Business outlook. The company is continuing to suspend guidance as to future financial results until there is more clarity around the impacts from current litigation activity before the US Federal Courts in the company’s ongoing litigation with Oracle. For additional information and disclosures regarding the company’s litigation with Oracle, please see our disclosures in the company’s quarterly report on Form 10-Q filed on November 1st, 2023, with the US Securities and Exchange Commission. This concludes our prepared remarks. Operator, we’ll now take questions.

Thank you. [Operator Instructions] And our first question comes from line of Derrick Wood from Cowen. Your line is open.

Hey, guys. Thanks. This is [inaudible] on for Derrick. Looking at the net new clients. Of course, this was the best quarter-over-quarter [technical difficulty] in the last four quarters. Well [technical difficulty] some more color on what drove that?

Sure. This is Seth. So, we saw I think, as I mentioned in the prepared remarks, you know that the third quarter is a big quarter for us in the SAP world, due to their cycles of renewals for the maintenance side of the business. We saw a very substantial increase in business this year over a year, roughly over 60% billings increased on SAP. As you know, two years ago, you remember, we sort of fell off a cliff on SAP in the third quarter, where SAP cleaned our clock in the marketplace. We came back with better messaging, better marketing, better positioning on the services we’re offering last year, which was an improvement over the prior year. And then, we came into this particular year with a very, very strong set of messaging and services for those clients. So that was certainly one driver. Second driver was, we actually had a substantial increase in the Salesforce business for us on the AMS, we also increased our security business, and we saw increases across professional services. So, combination of all of those drove a lot of new logo business. And I think also, you saw over the recent quarters that we were increasing our cross-sell to existing clients. But in this quarter, we were also able to rebalance a little bit and we were able to get the sales team equally focused on bringing in new logo business. And that’s just part of the evolution when you open up a whole bag of additional products. The team goes out and start selling those to the existing clients. And it’s natural that you’re going to have a little bit of fall off in new logo acquisition. We saw this quarter we were able to bring that balance back, and you saw the new logo growth and demand very strong.

Super helpful. Just one more from me. The US go-to market changes that you guys have made seem to be paying off a bit. It looks like US about 4% year-over-year and accelerated from last quarter. How far is that go-to market reorganization [technical difficulty]? Do you have any more changes, kind of just working through the end of the changes and seeing some dividends pay out?

I think you’re seeing North America – you see, again, we say North America, we’re really talking about US. When we’re really talking about the US, we’re seeing improvement in the US, we’re not where we want to be, we’re not at the consistent execution level that we need to. Three regions are still not executing on a consistently very strong reliable basis, that’s the US market, the EMEA market, and the AN

Helpful. Thanks, guys.

[Operator Instructions] Our next question comes from the line of Jeff Van Rhee from Craig-Hallum. Your line is open.

Great. Thanks for taking my questions, guys. Just got a couple here. One as it relates to the guidance, what would be the triggers to start giving guidance again? I mean, the legal process is going on, as you said, for a decade, suspect it goes on quite a bit longer. What specific issues need to be resolved with respect to the legal side to start giving guidance again?

Sure, Jeff. A good question there. Certainly we’ve been in litigation for 13 years, and we’ve continued to provide guidance regularly. The difference right now is, we are in the middle of several key things. One, if we focus on the Rimini II. The Rimini II, we have a finding by the Court, we are in the appeals process, not only of the decisions by the Court, but also of the, as you well know, a stay on the injunction that was put in place with Rimini II. The injunction has a lot of troubling challenges in it, as we’ve said to the Courts that, if we had to implement it as the Court put in there, there could be irreparable damage to the company and to third-parties. There are things in there that would cause us a significant potential expense as the business, they could have business impacts as well as financial impacts. And so the fact that that stayed right now, but we’re still arguing in the Courts over the stay, and then eventually appeal of that particular injunction is very much in play at the moment. On the other side, the contempt matter, we have legal fees that will be coming in that the Court has ordered us to pay, we haven’t agreed on any amount, the Court hasn’t ordered an amount. And also in Rimini II, there could be legal fees, there could be an application, there’s none order today, but there could be legal fees on that side. So we have financial amounts that we don’t feel we can possibly even figure out and ascertain what they might be. And on the other side, we have potential impacts to business that are dependent on these Court decisions. So that’s really what’s going on as we’ve got a management team who says, I can’t come out to you and give you the kind of reputable guidance that we would want to provide, because I have too many open variables until these matters are resolved by the Court. Now, if you look at the timeline, and again, I recommend everybody read the 10-Q. The litigation disclosure is more detailed than what I went through in my prepared remarks. It’s got more components to it. But these legal fee discussions, for example and decisions will take place over the coming month and we have a scheduled date of briefing schedule all the way through February. And so, when you look at that, I think, Jeff, you really can get a sense that we probably won’t have an understanding of where the Courts are going to come out in their decisions, then the decisions that we will take, and the actions we have to take from those, probably until is as late as the second quarter of next year, just given the briefing schedules and what’s likely to take place with the Court. And that doesn’t even include the answers to any appeals, which could be a year after that. But I do think, when you look at it, we normally would provide 2024 guidance, when we give the K, which as you know is 60 to 75 days into 2024. And I would say, we’re going to evaluate where we are, what decisions have been made by the Court, what we know, what we still don’t know and how we believe that affects the business, and then make a decision as to whether we feel that we’re in a position to resume guidance in our normal fashion for 2024 when we come out with the K results in the fourth quarter financials.

Okay, got it. Yeah, a lot of moving parts there. Understood and helpful. So and then on the – as it relates to Billings in the quarter, obviously you’re starting to get a little more time under your belt from the most recent Court ruling. What impact did it have on billings in the quarter? I think you said SAP was actually a good improvement. But specifically, what are you seeing in billings as an impact of the Court ruling? And somewhat similar question just where is the pipeline now versus a year ago?

Well, let’s start first with pipeline. Pipeline continues to grow. As you know, we as a company strive for a 4x pipeline, even though most market companies would strive for a 3x pipeline, according to what they want to close for their plan. We always have a little bit higher, because we have more complexity in our deals around licenses and all sorts of terms and challenges that are a little unique to our business, which means, your fall off rate is higher. We generally close around 30% of our pipe, that’s been pretty consistent in that sort of 25%, 30% range. And so, pipelines growing means that we have a bigger opportunity to close more business. So that part has continued to move forward. As far as impacts of all the, again, the latest litigation. Let’s talk about the results of the Rimini II trial. Let’s talk about the results of the contempt hearings, and then the findings. And then the recent appeal where we had some of that pulled back by the Court. I think the answer is, we don’t really know. I mentioned how SAP was up over 60% in billings for the quarter, year-over-year, Oracle products and services were down about 9%. Now, it’s easy to try and read some things in. you could say, for example, we were so busy selling SAP that we didn’t sell as much Oracle, that’s a conclusion you could reach. We were very busy with SAP and it’s the same seller group. So if you’re selling so much of one you may not have focused on the other. We may have seen impacts from the litigation. There could have been customers who decided not to join us, because they’re concerned about what they saw or not understanding it just as everyone’s trying to wait and see how all these Court hearings and decisions come down and get clarified. But it’s unclear to us to have any sense as what that combo mix is that would have driven that 9% less Oracle number. But I think those are all kind of reasonable conclusions that could have happened.

Okay, fair enough. I’ll leave it there. Thank you.

Thank you.

Thank you. [Operator Instructions] Our next question comes from the line of Brian Kinstlinger from Alliance AGP. Your line is open.

Thanks for taking my questions. It’s good to see the earnings power, I think of the company. And I’m thinking about where the stock is and creating shareholder value. Not sure if your plan for sales investments that you’ve discussed last quarter, which were right when the rulings happened with Oracle, but sales execution was stronger, outside of Oracle that you discussed. And you’re clearly unsure of what’s going to happen with the Oracle ruling and how to react. So are there any thoughts about going to market with what you have today, flexing the earning power of the company kind of like you did this quarter better than we all thought, and holding off on investing in more sales and marketing?

Well, Brian, I think the answer is, as I’d mentioned, we feel very bullish on the market opportunity. We think that, as you know, we’re not a contrarian business, we are a business that grew all through the biggest economic expansion in history. But when it comes to rougher economic times, as we saw even during the pandemic, Rimini Street has a set of portfolio services that are very much needed during times of tight economics, tight monetary policy, tight liquidity. We do have services and capabilities that help companies increase profits and reduce costs, all at the same time. And so I think when you see the amount of demand out there, minus the challenges we have with the Court and working through these open issues, taking that and setting that aside, the market demand is very strong for the services that we’re bringing to market. And I think that for us to not take advantage of that would not be appropriate from a management perspective. We said we were going to move up to 90 sellers that we felt confident that we were executing our go-to market strategy well enough now that we could begin to accelerate the sales hires again and we are. We have not changed that position. We said we were going to aim for 90 sellers by the end of the year, we are still aiming for 90 sellers, we have set aside the cash that’s part of our plan. It’s all set. And it’s part of a reacceleration of the business on the revenue side. And we’re committed to driving increased profitability. I think as you well know, we continually talk about Rule of 40 as a goal for us. And we want to get to that mark, and in order to do that, we got to hire more sellers to take more business off the table.

Okay. My second question is, it’s great to see after three years or I think strong effort to make changes, the strong SAP rebound in bookings, at least from what it sounds like on the growth. Are you still seeing decisions get delayed and customers saying well wait one year, maybe kick the can down the road? Are you seeing a lot more decisions? Maybe go through what customers are saying right now in today’s current environment?

I think that we’re seeing people make decisions. I think that the waiting period that we saw during the pandemic where people were sort of reassessing, budgets reassessing, I think now, people understand interest rates are likely to stay up and stay up longer. I think that’s starting to work its way through everybody’s budgets and understanding. That means for a lot of companies, as you well know, they have upcoming loans, they have credit lines coming due, they have renegotiations. Those are going to be very problematic for a lot of companies where the cost of capital will be significantly higher. You see us moving very, very heavily into additional retail, for example, where margins are very, very tight, we’ve seen several go into bankruptcy. So, those are anywhere where you’ve got a tight margin profile, contract manufacturer 7%. These are areas that obviously we can help in in reducing cost very quickly, and also enabling them to make the other investments that they need in technology to move those businesses forward. So I think yes, the SAP business rebound was strong. I also think that there was a good mix in the deals when you look at what closed in the quarter. Remember, we used to always talk about the really healthy deals for us. So that sweet spot sort of the $250,000 to $500,000 a year type deal as a bread and butter deal. You want to build your business on that. And then, your icing on the cake is your million dollar plus deals. And then, you take a look and you’ve got we call it the pots and pans, which is anything under 100k. They fill in the gaps. And so a good healthy pipeline and a good healthy set of closes includes a wide range of those deals centered around that $250,000 to $500,000. This quarter, and we’ve seen this increasing in the last few quarters. We were missing those. You may remember, we talked about that several times on calls where we were sort of missing a lot of that mid $250,000 to $500,000. We had some big deals. We had some smaller deals, but we didn’t really we were missing a lot in that mid-section. We’re now seeing that mid-section fill out nicely. And I think you’re seeing that drive the business. And we saw growth on the top end, we did over, I think we did 19 deals with TCV over $1 million. So again, very strong in that part of the execution as well. And I think it’s reflecting a market that is realizing that the services and direction and strategies that Rimini Street’s bringing to the table, I do have significant merit over some of the vendor programs and other choices that they have in terms of roadmap and direction. And I think that’s the kind of adoption we were hoping to get. Our biggest challenge in the market today is, we still do not have enough contact points with CFOs and CIOs around the world to know who we are, the full service set of portfolio that we offer, the business problems we solve, and have the best solutions for them to take a look at. So for us, it’s still a matter of getting marketing in front of them so they can know who we are. And they can pick up the phone and call us when we have these types of business issues we can resolve. That’s the real focus for us is that recognition and getting in front of the right people.

Okay, my last question, if you can touch on the sales and marketing expenses, Michael, in the third quarter, we saw a significant drop I think from the second quarter sequentially. I’m wondering is there something seasonal? Were there any cuts? And how should we think about sales and marketing spend in dollar terms, knowing that you still plan to get to 90 sellers?

So Brian, thanks for the question. I wouldn’t call it seasonal, I would say, timing of internal and external events at a healthy greater pace in Q2 versus what we saw in Q3. Again, going forward, we’re not providing guidance as Seth outlined for the factors discussed. However, putting together as Seth noted, that we’re still on our ramp to execute on the opportunities ahead of us, we’re getting to the sales for folks, as we outlined, it stands to reason that you can see this creep up.

Okay, thank you, guys.

Thank you. But, Brian, just to add to that, that I think that you’re not going to – you’re not seeing or should expect that we’re going to be out of our ranges that we have put forth. And as you know, our long-term model with which we say it scale at $1 billion of annual revenue, we talk about a 33% sales and marketing target in that model, to drive the kind of bottom line we want. So, clearly we might have some ups and downs along that lines, we’ve been sort of in that 33% to 35% range. So while we’re not providing guidance on that, I just think that if you look at where we are with the model, and you look at where we want to be at $1 billion, I think you can see that there’s sort of a range bound in there that we would expect to operate under, maybe a little up or little down while we grow into a Salesforce. So that could happen as well.

Okay, thank you.

Thank you. And with that, that will end our Q&A session. I would now like to turn the conference back to Seth Ravin for closing remarks.

Thank you so much. And I want to thank everyone again for joining us in the third quarter ‘23 earnings call. I want to thank all our Rimini Street colleagues again for the efforts in the third quarter which were substantial. We look forward to providing additional information regarding the Oracle litigation and impacts as soon as possible. And we look forward to having you join our next earnings call, where we’ll discuss the fourth quarter 2023 results and potential select first quarter 2024 performance to-date commentary. Until then, we wish you all a continued good health and again, our thoughts as always, and continued charitable support for those who need suffering in harm’s ways and many conflicts we’re seeing around the world. So, they’re always in our thoughts and want to make sure that we keep them there. Thank you very much, everybody. Have a good day.