RMNI - NASDAQ

Good afternoon, ladies and gentlemen, and welcome to the Rimini Street Q2 2025 Earnings Conference Call. [Operator Instructions] This call is being recorded on Thursday, July 31, 2025. I would now like to turn the conference over to Dean Pohl, Vice President of Treasure and Investor Relations. Please go ahead.

Thank you, operator. I'd like to welcome everyone to Rimini Street's Fiscal Second Quarter 2025 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 second quarter ended June 30, 2025, a copy of which can be found on our website under the Investor Relations section. 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 and our website under the heading: About non-GAAP Financial Measures and Certain Key Metrics. As a reminder, today's discussion will include forward-looking statements about our operations 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-Q filed today for a 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. Second quarter results. Results were solid for the second quarter. We experienced growing sales momentum as we continued our advance towards sustained growth and improved profitability. Sales to new clients and cross-sales to existing clients included a mix of our products, services and solutions across a broad set of industries and geographies, including the continued acceleration in sales of our new support for VMware. New logo sales included major global brands, and we delivered a strong ARR subscription renewals quarter as well. Billings during the quarter were primarily driven by a mix of new subscriptions and project-based professional services with a notable performance by North America, where we continue to see improved execution. Sales included 6 new client sales transactions in the quarter with TCV over $1 million. In the second quarter, we had more than 70 global quota-carrying sellers with a greater number of sellers participating in the total quarterly sales attainment and a greater number of sellers achieving quota when compared to the first quarter. Going forward, we believe that we will continue to see growing sales opportunities across the entire solution portfolio as the business and technology landscape continues shifting towards the logic and value of our enterprise software vision and strategy. Survey and analyst reports indicate an increasing number of organizations are considering extending the lifespan of their current ERP systems and releases to drive better ROI and embracing the Rimini Smart Path model to leverage their limited people, time and money and self-fund innovation with AI and other technology solutions. This includes technology offered in the ServiceNow AI platform that could simply be layered over the existing ERP systems and can deliver value in weeks, not months and years. The Rimini Smart Path to growth. Over the past few years, Rimini Street has evolved from a single-product company into a company offering a robust, exciting portfolio of unique technology solutions that are already being used successfully by clients around the world. Our solutions have enabled our clients to save nearly $10 billion that they have used to enhance profits and reinvest in critical projects. We have now further evolved and enhanced our portfolio of solutions into 3 service pillars: support, optimize and innovate. Clients can leverage our unique proven Rimini Smart Path methodology to achieve self-funded innovation as easy as 1, 2, 3 across all 3 pillars as follows: in step 1, the support pillar, clients move their enterprise software support to Rimini Street. We lower their annual support costs while also providing ultra-responsive support and a more robust breadth of services. We also eliminate the need for unwanted low ROI vendor upgrades and updates and help our clients extend the useful life of their existing ERP and other enterprise software. Today, we are the leading global third-party support provider for Oracle, SAP and VMware software. Progress in this pillar includes the introduction of our new flex support offerings for those clients with more limited support needs and our growing success with our Rimini custom offering, where we offer clients bespoke support services for a much wider variety of enterprise and homegrown software. In step 2, the optimize pillar, we use the savings of people, time and money from step 1 to optimize the client systems and processes, improving business outcomes and providing further savings of people time and money. Here, we can take over running the systems day-to-day, add advanced security protections, interoperability solutions and 24/7/365 global system and process monitoring. We also have professional services that have already completed hundreds of complex engagements that meet our clients' needs. Progress in this pillar includes introduction of our first packaged service offerings that should allow for an easier sales process, repeatable delivery model and higher gross margins. In step 3, the innovate pillar, we use the people, time and money savings from steps 1 and 2 to self-fund innovation investments, keeping the spend within the existing IT budget and delivering incremental wins that all pay for themselves quickly and build leverage. Rimini Street has partnered with ServiceNow to design and deliver groundbreaking ERP modernization solutions that provide all the latest AI, workflow, automation, user interface and single pane of glass enterprise data views without required costly and risky ERP upgrades or migrations. Progress in this pillar during the quarter includes the delivery of packaged services for ServiceNow and the maturing of our innovate service portfolio. The company has signed and successfully delivered on thousands of contracts with Fortune Global 100, Fortune 500, mid-market, public sector and government organizations who selected Rimini Street as their trusted, proven and mission-critical enterprise software solution provider. Today, we employ more than 2,000 full-time Rimini Street professionals across 21 countries. Growth drivers. We continue to pursue many growth drivers and have made several announcements during the second quarter. One growth driver is the continued investment in the expansion of our alliances, partnerships and channels initiatives to contribute significantly to both sales pipeline and create sales leverage beyond our own global sales force. Three notable partner achievements during the second quarter were: first, Brazilian pharmaceutical manufacturer, Apsen Farma, partnered with Rimini Street layered the ServiceNow AI platform over its existing SAP ECC 6 ERP system instead of doing an expensive, risky and unwanted SAP S/4HANA migration. Rimini Street enabled intelligent ServiceNow workflow and automation capabilities and delivered immediate business value. The CIO of Apsen Farma, Renan Santos, said they were looking for an agile solution that would deliver value quickly and avoid the cost, complexity and risk inherent in any large software migration project. And Rimini Street's innovative solution with ServiceNow was the fastest and surest path to achieving their transformation vision. What began as a next-generation vision and pilot has become a model for their entire company, and they plan to expand the solution to automate other critical processes such as logistics, quality and finance. Santos added that Rimini Street's in-depth knowledge of mission-critical systems like SAP ECC 6 and the ServiceNow solution enabled a new reality for the organization. The results of the Rimini Street and ServiceNow solution include 70% of processes that previously required heavy manual intervention are now automated. We reduced development cycles for new processes from months to weeks. We reduced dependency on highly specialized teams, fueling autonomy across the organization to develop processes to support its business needs. We reduced operational costs while increasing speed and efficiency. Second, during the second quarter, we announced a partnership with federal government licensing and public sector technology enablement company, Merlin Cyber, to pair with Rimini Street's cost-effective and transformative enterprise software solutions. The strategic partnership is to help the U.S. government through DOGE and other initiatives as well as state and local governments cut enterprise software costs and self-fund innovation. In fact, Rimini Street and Merlin Cyber completed our first joint transaction in the second quarter, bringing immediate and substantial IT cost relief and better enterprise software support to one of the largest cities in the United States. To support this and other public sector sales initiatives, we have now hired and deployed our first experienced U.S. federal, state, local and education sales team. Third, Rimini Street was appointed as a Dayforce community partner for Dayforce's leading HR, time management and payroll solution across 160 countries to deliver our new Rimini Manage for Dayforce, which helps organizations better run, maintain and enhance their Dayforce systems at a lower total operating cost. Dayforce Group Vice President, Beata Reimer, noted that more than 200 Dayforce customers have already chosen Rimini Street as their trusted enterprise software service provider. The Rimini Manage for Dayforce joins our other SaaS software service partnership offerings, Rimini Manage for Salesforce, Rimini Manage for Workday and Rimini Manage for ServiceNow. Oracle litigation update. Rimini Street and Oracle have been in litigation for more than 15 years, including cases known as Rimini I and Rimini II. With respect to Rimini I, litigation has run its course through trial and appeals, and there are no current litigation activities. With respect to Rimini II, on July 7, 2025, the company and I entered into a confidential settlement agreement with Oracle. If all parties complete their agreed-upon responsibilities, the settlement agreement will allow for the final resolution and ultimate dismissal of the Rimini II case. The parties entered into the settlement agreement to provide a full, final, complete and global settlement of the subject matter of the Rimini II case, and the Rimini II litigation has been stayed by the United States District Court for the District of Nevada. The settlement agreement provides, amongst other obligations and terms that the company is required to complete its previously announced wind down of its provision of support and services for Oracle's PeopleSoft software no later than July 31, 2028. On July 9, 2025, also in accordance with the terms of the settlement agreement, the company received from Oracle approximately $37.9 million of the approximately $58.7 million in attorney's fees and costs the company had paid to Oracle in late 2024, which the company agreed would satisfy all Oracle repayment obligations implemented by the District Court's order on fees on remand dated June 2, 2025, and a related order dated June 23, 2025. For additional information and disclosures regarding the company's litigation with Oracle, please see our disclosures on Form 8-K filed on July 9, 2025, and Form 10-Q filed today, July 31, 2025, with the U.S. Securities and Exchange Commission. Business outlook. We plan to reinitiate guidance at our Analyst Day, which we expect to announce for the fourth quarter with more details coming soon. Summary, we continue to believe our focus on offering the right solutions, deploying the right executive team, organizing around the right go-to-market strategy, maturing our global sales and marketing execution, increasing profitability and delivering a settlement of our litigation with Oracle will continue to fuel sales growth, improve operating results and enhance shareholder value. Now over to you, Michael.

Thank you, Seth, and thank you for joining us, everyone. Q2 2025 results. Revenue for the second quarter was $104.1 million, a year-over-year increase of 1%. Clients within the United States represented 47%, while international clients represented 53% of total revenue for the quarter. Excluding PeopleSoft, revenue increased 3.6% versus the prior year. Annualized recurring revenue was $394.1 million for the second quarter, a year-over-year decrease of 1.3%. Revenue retention rate for service subscriptions, which makes up 95% of our revenue, was 90%, with approximately 83% of subscription revenue noncancelable for at least 12 months. We note that for the quarter, FX movements positively impacted our total revenue by 0.7% during the quarter compared to a negative impact of 1.3% for the prior year second quarter. Billings, as defined in our press release for the second quarter were $110.6 million, down 0.9% year-over-year. Adjusted billings, excluding PeopleSoft associated billings, increased 3.9% on a year-over-year basis. Gross margin for the second quarter was 60.4% of revenue compared to 59.1% of revenue for the prior year second quarter. On a non- GAAP basis, which excludes stock-based compensation expense, litigation expense and reorganization costs, gross margin was 60.8% of revenue for the second quarter compared to 59.5% of revenue for the prior year second quarter. We are pleased with this gross margin level in excess of 60%, underscoring our continued focus on driving operational leverage through improved systems, processes and global staffing models while continuing to deliver best-in-class support for a wider array of offerings. As noted previously, we will continue to balance gross margin improvement against investment needs to take advantage of new revenue growth opportunities, and believe we have established a strong operating baseline across our full suite of service offering pillars of support, optimize and innovate solutions. Operating expenses. Reorganization charges associated with our continuous cost optimization plan for the second quarter was $722,000. As we reduce overhead, we are selectively allocating those savings to fund incremental skill sets that will help drive growth across our 3 pillars. We do expect to incur additional reorganization costs during 2025 as we continue to optimize our cost structure in targeted areas where opportunities to streamline our operations exist. Sales and marketing expenses as a percentage of revenue was 36.5% of revenue for the second quarter compared to 36.2% of revenue for the prior year second quarter. On a non-GAAP basis, which excludes stock-based compensation expense, sales and marketing expenses as a percentage of revenue was 35.5% of revenue for the second quarter compared to 35.7% of revenue for the prior year second quarter. General and administrative expenses as a percentage of revenue, excluding outside litigation costs, was 16.2% of revenue for the second quarter compared to 18.9% of revenue for the prior year second quarter. On a non-GAAP basis, which excludes stock-based compensation expense and litigation costs, G&A was 14.9% of revenue for the second quarter compared to 17.6% of revenue for the prior year second quarter. Professional fees and other costs of litigation was a gain of $33.9 million for the second quarter compared to an expense of $1.6 million for the prior year second quarter. As Seth stated, on July 9, 2025, we received approximately $37.9 million from Oracle related to the litigation settlement recognized in Q2 2025 as litigation settlement income of approximately $36.2 million and interest income of approximately $1.7 million. The net income to shareholders for the second quarter was $30.3 million or $0.32 per diluted share compared to the prior year second quarter net income of negative $0.01 per diluted share. On a non-GAAP basis, we had a net loss for the second quarter of $79,000 or $0 per diluted share compared to the prior year second quarter of $0.07 per diluted share. Our non-GAAP operating income, which excludes outside litigation income and spend, stock-based compensation, reorganization expense and litigation settlement proceeds was $10.9 million or 10.4% of revenue for the second quarter compared to 6.2% for the prior year second quarter. Adjusted EBITDA, defined in our press release, was $13 million for the second quarter or 12.4% of revenue compared to the prior year second quarter of 8.5% of revenue. Balance sheet. We ended the second quarter June 30, 2025, with a cash balance and short-term investments of $101.3 million compared to $134.2 million for the prior year second quarter. On a cash flow basis, for the second quarter, operating cash flow decreased $17.8 million compared to the prior year second quarter increase of $6.2 million. Unfavorable balance sheet movements impacted Q2 2025 operating cash flow, partially offset by the effect of foreign currency impact, which was favorable by $4.3 million for the quarter compared to unfavorable impact of $3.1 million for the prior year second quarter. Deferred revenue as of June 30, 2025, was $262.9 million compared to deferred revenue of $262.8 million for the prior year second quarter. Backlog also referred to as remaining performance obligation, RPO, which includes the sum of billed deferred revenue and noncancelable future revenue, was $589.8 million as of June 30, 2025, compared to $556.7 million for prior year second quarter. PeopleSoft update. In 2024, we announced our wind-down of services for Oracle's PeopleSoft product and have now agreed as part of the Oracle settlement that we will wind down all PeopleSoft service revenue by June 30, 2028. We have made progress in reducing both the number of PeopleSoft clients and related revenue since announcing the wind down. PeopleSoft revenue was approximately 6% of revenue for the 3 months ended June 30, 2025, compared to approximately 8% of revenue for the prior year second quarter. PeopleSoft calculated billings were $2.7 million during the quarter compared to $7.8 million for the prior year second quarter. And for the first half 2025 billings were $7.2 million compared to $14.4 million for the prior year first half. This concludes our prepared remarks. Operator, we'll now take questions.

[Operator Instructions] Your first question comes from the line of Derrick Wood from TD Cowen.

Congrats on the Rimini II settlement. It's been a long road and a great outcome for you, Seth, and the team. I wanted -- could you give us a sense of kind of how often the litigation was a blocker for you guys in getting deals closed or CIO buy-in to transact with Rimini? And how do you think about the removal of this case, how it may help you in the field from a pipeline build or a sales cycle perspective?

Sure. Thanks, Derrick. I think my sense is there was always a group of customers that didn't move forward because usually it was their legal department would say, we just don't want to get into this until Rimini Street settles the matter with Oracle. And I think there's a larger group of customers that may have not told us directly that they weren't moving forward because of it or never picked up the phone and called us because they saw the litigation out there and decided to pass. So I do think that there's a substantial number of customers that now enter into the world of potential clients that were off limits or stood on the sidelines for this very, very long battle. I think most people don't realize not only was it 15 years of direct court activity, but we were sparring for years before that. So it is almost 20 years. And so this is a new chapter for us to move through this. And look, Oracle were great partners in bringing this to conclusion for the parties. And so we were -- again, we worked well together. And I think the opportunity for us to all go out there and do our thing in the marketplace is a new opportunity for us. And we plan to leverage that and methodically move forward with it.

Great. And then maybe can we just touch on just what you're seeing in the macro. Obviously, we have DOGE that some signs that's impacting federal spending, higher ed spending. We've got tariff uncertainties that can be impacting manufacturing and transportation verticals. What are you guys seeing around behavior in those verticals in Q2 and kind of what you're seeing in the pipeline for the second half of the year?

I think there is not a single industry that is not currently affected by the level of instability in the global markets. Tariffs is certainly one piece. But I think, Derrick, the bigger trend of deglobalization, which has been on a march for several years, and tariffs is just another piece of that, where individual countries are setting content requirements for local manufacturing. This is very much a different world over the last few years, and it's picked up speed. It is disrupting everything, every supply chain, every manufacturer. Now you've got drug companies, you've got metals, you name it, there is a disruption going on, which, again, from a global perspective, everyone has their opinion about how that works out. But there is no doubt that this creates opportunity for us as a business. We are helping customers navigate by creating flexibility, speed to market and being able to navigate the complexity of the investments that are being made in factories and supply chain reworks. All of that affects software. It affects IT spending. And we have solutions that I think we're well positioned to take advantage of this market.

Understood. Maybe, Michael, one for you. I mean you guys have been absorbing a lot of litigation costs over the years. Can we kind of expect that to pretty much go away next year? And what -- should we be thinking of you looking to absorb those savings or potentially reinvest back in the business? Just was hoping to get a little color on that litigation cost side of the house.

So Derrick, without question, there are wind-down elements commensurate with the PeopleSoft wind down that are still going to impact litigation spend. It is reasonable to assume it will be less, but we'll give more insights when we have our forthcoming Analyst Day, particularly looking forward to talking about that longer-term outlook in 2026. But suffice it to say that there are wind-down elements to it, but certainly, it will be coming down.

Your next question comes from the line of Jeff Van Rhee from Craig-Hallum.

Congrats. Long road and it was just a fantastic success in the courts. A couple for me. First off, just in terms of -- obviously, you're not giving a guide, and Q4, possibly December is a long way from now. So without getting any more precise, obviously, than you're going to be willing. But I mean, can you give us some sense of what you see in the second half? Are we talking about at least positive year-over-year headline growth on the top line? We saw some meaningful improvement in retention this quarter. Does that continue? Where does that go? Just give us some at least crude sense of what you see in the second half here.

Sure, Jeff. I think, as I mentioned in the prepared remarks, you know that we have been on a march and a methodical movement to grow top line and improve profitability. We haven't changed our position as striving to be a Rule of 40 company. We're about 13% on that Rule of 40 right now. So we have a ways to go to achieve that goal. But we are absolutely committed to top line growth and bottom line. And I think as we've said many times, ultimately, we would love to be 20 on the top and 20 on the bottom for our shareholders and the return on value. And that is where we continue to strive. And I think you've watched when you look at the top line numbers and you make the adjustments for PeopleSoft, the adjusted billings without PeopleSoft for the first half of the year is over 6% billings growth. So I think you're starting to see the green shoots are coming out. I think you look at the revenue retention numbers. I think you look at the bottom line adjusted EBITDA improvement. I think you're seeing multiple levels of green shoots, not to mention the settlement with Oracle clearing the way for other headwinds. And as Michael mentioned, we do have wind-down costs on PeopleSoft, et cetera, that will go on for a bit. But when you take that out, and we're going to try and make sure we give a lot of clarity minus PeopleSoft wind down, what's the business look like? And I think you see that underlying business strong, and we're going to continue that march.

Is there any expectation or any evidence even early right in terms of just a different discussion with people around retention? I mean, obviously, the churn seemed to spike when the District Court went against you, and this is just an incredibly resounding reversal of that. What drove the improvement in retention this quarter?

I actually think that the Oracle settlement was so late in the quarter that the reality is it didn't have any effect because we didn't even announce it until after the quarter was done. So you're not going to see any relevant component for that. But I think you're watching just the execution improvement that Steve Hershkowitz is driving very effectively through the global sales infrastructure, the way that he has built a very, very precise operation. We've put people in place that are executing much better in sales. We have much better visibility and pipeline growth. We have better execution in the close. The close rate in the second quarter was up significantly to over 30% of pipe. That is a much better number than we've seen in recent quarters. And so again, I think you look at all of those metrics, they point and extrapolate in the right direction.

Obviously -- I mean, obviously, overall, I think you want to improve the sales efficiency, but channels is something you're pushing hard on. You mentioned ServiceNow. Any lines in the sand sort of broad outlines of what you think channel can be as a percent of revenues in '26 or what you think ServiceNow can do? Just some scoping of what your goals are for channels?

Well, we're looking at the channels business, which, as you know, we got a much later start in channels than most companies would be at this size simply because we had litigation challenges and other things that affected partnerships. But we're seeing an explosion of partnerships, as you've seen in the announcements because I think we've reached a level now, the number of customers that we touch, the number of organizations that we are involved in really lends itself well now to the partnership model. So when we think about it, we've always said we wanted to start off with an aim that the partnerships and alliances would generate 10% minimum of the pipeline. We think that there is opportunity to do more than that. So I think you do a little bit of math and you say, well, if that's the pipe and you're closing 30% of it, you can kind of get a math back into how we see that affecting our actual overall revenue as a percentage.

Okay. Then I guess just last for me. Obviously, getting a good chunk of cash back from the money you had already paid Oracle, you've talked in the past about buybacks. Just talk about returns of capital, what's authorized, what you're capable, what your intents are there?

Yes. I'll let Michael take that one.

Yes. Thank you, Jeff. We do have $12.5 million per year authorized by our Board with an aggregate of $50 million. It is certainly something that is more top of mind at this point with the surplus as well as having this event behind us. So there are other avenues I'd like to note, particularly on the inorganic side that will be more interesting to us, more available to us as we move forward.

Your next question comes from the line of Brian Kinstlinger from Alliance Global Partners.

Following up on Oracle, how long do you think -- or how long will it take before you evaluate the improvement of bookings from Oracle support, excluding PeopleSoft? Is that at least a year given that cycle generally is annual? Or do you think you'll start to see the benefit sooner?

I think that's a hard one, Brian. I think we have to just see what happens in these few quarters. It takes a while even for the settlement information to work its way out there in the client base, the prospect base, and then, of course, to understand the impact and what that does. I can tell you, going back to an earlier question, there is no doubt we are already seeing customers come to the table, prospects that were previously sitting on the sidelines because litigation. And so we factually know that. We also -- I can tell you, on the alliances side, we have people coming to us who said, now that the litigation has been resolved with Oracle, we're comfortable moving forward and doing things together that we were held off from before because of either the legal department or it just felt like we wanted to sit on the sidelines until this was resolved. So I think we're already seeing the early signs. It will take filter time. Even our own team to understand how do we go out there in a post-litigation world, how do we think about different opportunities that come out of this. But I think we'll actually see impact, real impact to numbers as early as this first quarter.

And then can you share with us at least high level, the last kind of few years of growth or declines in the Oracle-related business? Were you a much bigger business 2 years ago? Is it similar to where it is today? Just kind of curious the last few years, how that particular offering has trended.

I think it's a bit lumpy, Brian. I think that the challenge was when we had the District Court ruling in 2023, findings of infringement, as you well know, it was several hundred pages of saying we've done all these things wrong. There is no doubt looking back that, that had impact on the business. It's always hard in the moment to tell, did that affect somebody from not picking up the phone? Did that discourage a deal that didn't happen? It's really hard to nail that down specifically. But I think we look back, and I think you can go back to that date and say that there was no doubt at this point in time that those rulings impacted the total business, not just the Oracle business, but impacted the overall business and probably more so the Oracle business. And now having the reversals, having the agreement with Oracle and moving forward beyond that, believing that, that really changes the landscape for us when we have no findings of infringement and that reversal that was put forth by the court and the settlement with Oracle.

And I get that for sure. I guess my question more is, did you peak out 10% higher on your Oracle business than you are today, 20%? Are you at peak and you've been sitting here for a long time? I guess I'm just trying to -- from a revenue trend, how much bigger was the Oracle business maybe as a percentage when it peaked?

Well, we also have to remember, we're going to wind down our PeopleSoft business, which is part of the Oracle umbrella. So it's going to mask for a while, and I think that's why we're trying to break it out so we can all get a very clear picture that, that revenue will disappear. We're looking a bit below it and saying, again, is the business -- do we expect to grow the Oracle business, revenue from Oracle products? The answer is yes. We do. I can't tell you yet what percentage it is. This is why we held guidance. We wanted some time to get to the -- through Q3 and then be able to sit down with everybody and lay out a much better post litigation, how we see the world, how do we see the revenue breakdowns and provide that information at the Analyst Day.

Okay. Last question I have is, is the PeopleSoft revenue that you generated in this quarter and last year, is that all North America? So it's impacting that? Or is it also international?

It's definitely global. But more so, I would say more so, again, because North America is the biggest area that PeopleSoft had in terms of number of customers, was definitely North America.

There are no further questions at this time. I'll now turn it over to Seth. Please continue.

Great. Well, thank you, everyone, again, for joining us for the earnings call, and we look forward to our upcoming Analyst Day and sharing more information about the company's vision and our execution plan for the coming years. And we wish you a very good day. Thank you much, everyone.