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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended March 31, 2021
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from                               to                             
Commission File Number: 001-37397
Rimini Street, Inc.
(Exact name of registrant as specified in its charter)

Delaware36-4880301
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
3993 Howard Hughes Parkway, Suite 500,
Las Vegas, NV
89169
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:
(702) 839-9671
Not Applicable
(Former name, former address and formal fiscal year, if changed since last report) 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading Symbol(s)Name of each exchange on which registered:
  
Common Stock, par value $0.0001 per shareRMNIThe Nasdaq Global Market
  
Public Units, each consisting of one share of Common
Stock, $0.0001 par value, and one-half of one Warrant
RMNIU
 OTC Pink Current Information Marketplace
  
Warrants, exercisable for one share of Common Stock, $0.0001 par valueRMNIWOTC Pink Current Information Marketplace

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.         Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes þ No ¨





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
Accelerated filer þ
Non-accelerated filer ¨

Smaller reporting company
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        
Yes No þ
The registrant had approximately 85,266,000 shares of its $0.0001 par value common stock outstanding as of May 7, 2021. 






RIMINI STREET, INC.
TABLE OF CONTENTS
Page
Unaudited Condensed Consolidated Balance Sheets
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income
Unaudited Condensed Consolidated Statements of Stockholders' Deficit
Unaudited Condensed Consolidated Statements of Cash Flows

1



PART I - FINANCIAL INFORMATION
 
ITEM 1. Financial Statements.
 
RIMINI STREET, INC. 
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except per share amounts) 
March 31,December 31,
 20212020
ASSETS
Current assets:
Cash and cash equivalents$153,163 $87,575 
Restricted cash334 334 
Accounts receivable, net of allowance of $1,088 and $723, respectively
83,928 117,937 
Deferred contract costs, current13,989 13,918 
Prepaid expenses and other15,746 13,456 
Total current assets267,160 233,220 
Long-term assets:
Property and equipment, net of accumulated depreciation and amortization of $11,508 and $10,985, respectively
4,743 4,820 
Operating lease right-of-use assets16,068 17,521 
Deferred contract costs, noncurrent20,511 21,027 
Deposits and other1,453 1,476 
Deferred income taxes, net1,633 1,871 
Total assets$311,568 $279,935 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable$2,372 $3,241 
Accrued compensation, benefits and commissions33,840 38,026 
Other accrued liabilities19,063 21,154 
Operating lease liabilities, current3,806 3,940 
Deferred revenue, current219,453 228,967 
Total current liabilities278,534 295,328 
Long-term liabilities:
Deferred revenue, noncurrent30,544 27,966 
Operating lease liabilities, noncurrent15,023 15,993 
Accrued PIK dividends payable1,051 1,193 
Liability for redeemable warrants6,790 2,122 
Other long-term liabilities2,514 2,539 
Total liabilities334,456 345,141 
Commitments and contingencies (Note 8)
Redeemable Series A Preferred Stock:
Authorized 180 shares; issued and outstanding 146 shares and 155 shares as of March 31, 2021 and December 31, 2020, respectively. Liquidation preference of $146,104, net of discount of $14,497 and $154,911, net of discount of $17,057, as of March 31, 2021 and December 31, 2020, respectively.
131,607 137,854 
Stockholders’ deficit:
Preferred stock; $0.0001 par value. Authorized 99,820 shares (excluding 180 shares of Series A Preferred Stock); no other series has been designated
  
Common stock; $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding 85,140 and 76,406 shares as of March 31, 2021 and December 31, 2020, respectively
9 8 
Additional paid-in capital152,762 98,258 
Accumulated other comprehensive loss(2,682)(318)
Accumulated deficit(304,584)(301,008)
Total stockholders' deficit(154,495)(203,060)
Total liabilities, redeemable preferred stock and stockholders' deficit$311,568 $279,935 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2



RIMINI STREET, INC. 
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income
(In thousands, except per share amounts) 
Three Months Ended
March 31,
 20212020
Revenue$87,895 $78,032 
Cost of revenue33,836 30,199 
Gross profit54,059 47,833 
Operating expenses:
Sales and marketing30,383 28,412 
General and administrative16,603 12,001 
Impairment charge related to operating right of use assets393  
Litigation costs and related recoveries:
Professional fees and other costs of litigation4,763 2,752 
Insurance costs and recoveries, net 921 
 Litigation costs and related recoveries, net
4,763 3,673 
Total operating expenses52,142 44,086 
Operating income1,917 3,747 
Non-operating income and (expenses):
Interest expense(47)(13)
Loss on change in fair value of redeemable warrants(4,668) 
Other income (expenses), net772 (218)
Income (loss) before income taxes(2,026)3,516 
Income tax expense(1,550)(971)
Net income (loss)(3,576)2,545 
Other comprehensive income:
Foreign currency translation loss(2,364)(813)
Comprehensive income (loss)$(5,940)$1,732 
Net loss attributable to common stockholders$(9,845)$(4,085)
Net loss per share attributable to common stockholders:
Basic and diluted$(0.13)$(0.06)
Weighted average number of shares of Common Stock outstanding:
Basic and diluted78,733 67,863 


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3



RIMINI STREET, INC.
Unaudited Condensed Consolidated Statements of Stockholders' Deficit
(In thousands) 

Three Months Ended March 31,
20212020
Common Stock, Shares
  Beginning of period76,406 67,503 
    Exercise of stock options for cash716 304 
    Restricted stock units vested268 225 
    Issuance of Common Stock in March 2021 Offering7,750  
  End of period85,140 68,032 
Total Stockholders' Deficit, beginning of period$(203,060)$(223,321)
Common Stock, Amount
  Beginning of period8 7 
    Exercise of stock options for cash— — 
    Restricted stock units vested— — 
    Issuance of Common Stock in March 2021 Offering, net1  
  End of period9 7 
Additional Paid-in Capital
  Beginning of period98,258 90,695 
    Stock based compensation expense2,233 1,510 
    Exercise of stock options for cash2,912 304 
    Restricted stock units vested— — 
    Issuance of Common Stock in March 2021 Offering, net55,628  
    Issuance of Common Stock in Private Placement, net— — 
    Issuance of Common Stock(38) 
    Accretion of discount on Series A Preferred Stock(1,473)(1,547)
    Accrued dividends on Series A Preferred Stock:
      Payable in cash(3,660)(3,910)
      Payable in kind(1,098)(1,173)
  End of period152,762 85,879 
Accumulated Other Comprehensive Loss
  Beginning of period(318)(1,429)
    Foreign currency translation loss(2,364)(813)
  End of period(2,682)(2,242)
Accumulated Deficit
  Beginning of period(301,008)(312,594)
    Net income (loss)(3,576)2,545 
  End of period(304,584)(310,049)
Total Stockholders' Deficit, end of period$(154,495)$(226,405)


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



4





RIMINI STREET, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)
Three Months Ended March 31,
20212020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)$(3,576)$2,545 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on change in fair value of redeemable warrants4,668  
Stock-based compensation expense2,233 1,510 
Depreciation and amortization583 449 
Deferred income taxes180 64 
Impairment charge related to operating right of use assets393  
Amortization and accretion related to operating right of use assets1,554 1,499 
Changes in operating assets and liabilities:
Accounts receivable33,176 35,353 
Prepaid expenses, deposits and other(2,510)1,141 
Deferred contract costs444 (423)
Accounts payable(1,017)3,963 
Accrued compensation, benefits, commissions and other liabilities(7,063)(9,012)
Deferred revenue(4,571)(10,753)
Net cash provided by operating activities24,494 26,336 
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital expenditures(374)(524)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds related to issuance of Common Stock from March 2021 Offering56,965  
Payments for professional fees related to issuance of Common Stock from March 2021 Offering(900) 
Payments to repurchase shares of Series A Preferred Stock(8,951) 
Payments of cash dividends on Series A Preferred Stock(4,009)(3,931)
Principal payments on capital leases(109)(56)
Proceeds from exercise of employee stock options2,912 304 
Net cash provided by (used in) financing activities45,908 (3,683)
Effect of foreign currency translation changes(4,440)(2,552)
Net change in cash, cash equivalents and restricted cash65,588 19,577 
Cash, cash equivalents and restricted cash at beginning of period87,909 38,388 
Cash, cash equivalents and restricted cash at end of period$153,497 $57,965 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 

5



RIMINI STREET, INC. 
Unaudited Condensed Consolidated Statements of Cash Flows, Continued
(In thousands)


Three Months Ended March 31,
20212020
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest$46 $16 
Cash paid for income taxes812 897 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Discount on shares of Common Stock issued in March 2021 Public Offering:
  Underwriter discounts and commissions$2,948 $ 
  Underwriter expenses 1,050  
  Accrued professional fees related to the issuance of Common Stock436  
Discount on shares issued in Private Placements:
Redeemable Series A Preferred Stock Dividends and Accretion:
  Accrued cash dividends$3,540 $3,910 
  Accrued PIK dividends1,051 1,173 
  Accretion of discount on Series A Preferred Stock1,473 1,547 
  Issuance of Series A Preferred Stock for PIK dividends1,193 1,070 
Increase in payables for capital expenditures$175 $ 


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


6


RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 — NATURE OF BUSINESS AND BASIS OF PRESENTATION
 
Nature of Business
 
Rimini Street, Inc. (the “Company”) is a global provider of enterprise software support services. The Company’s subscription-based software support products and services offer enterprise software licensees a choice of solutions that replace or supplement the support products and services offered by enterprise software vendors. 

Basis of Presentation and Consolidation
 
The unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2020, included in the Company’s 2020 Annual Report on Form 10-K as filed with the SEC on March 3, 2021 and as subsequently amended on May 10, 2021 (as amended, the “2020 Form 10-K/A”).
 
The accompanying condensed consolidated balance sheet and related disclosures as of December 31, 2020 have been derived from the Company’s audited financial statements. The Company’s financial condition as of March 31, 2021, and operating results for the three months ended March 31, 2021 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2021.
 
NOTE 2 — LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES
 
Liquidity
 
As of March 31, 2021, the Company’s current liabilities exceeded its current assets by $11.4 million, and the Company recorded a net loss of $3.6 million for the three months ended March 31, 2021. As of March 31, 2021, the Company had available cash, cash equivalents and restricted cash of $153.5 million. As of March 31, 2021, the Company's current liabilities included $219.5 million of deferred revenue whereby the historical costs of fulfilling the Company's commitments to provide services to its clients was approximately 38% of the related deferred revenue for the three months ended March 31, 2021.

As discussed in Note 6, the Company completed a firm commitment underwritten public offering on March 11, 2021 (the "March 2021 Offering") of 7.8 million shares of its Common Stock at a price of $7.75 per share for total gross proceeds of $57.0 million. Underwriter discounts and commissions were $2.9 million and the underwriter expenses were $0.2 million. The Company also incurred additional professional fees and expenses of $1.3 million as part of the transaction, resulting in net proceeds from the March 2021 Offering of approximately $55.7 million. The Company had previously completed a firm commitment underwritten public offering on August 18, 2020 (the “August 2020 Offering”) of 6.1 million shares of its Common Stock at a price of $4.50 per share for total gross proceeds of $27.5 million. Underwriter discounts and commissions were $1.7 million and the underwriter expenses were $0.1 million. The Company also incurred additional professional fees of $0.6 million as part of the transaction, resulting in net proceeds from the August 2020 Offering of approximately $25.1 million. The Company intends to use the net proceeds from the March 2021 Offering to redeem 60,000 shares of Series A Preferred Stock.

As discussed in Note 5, the Company issued a notice of partial redemption on March 16, 2021, calling for redemption on April 16, 2021 of 60,000 shares of its 13.00% Series A Preferred Stock at an aggregate redemption price of $62.3 million. The Company funded the partial redemption with the proceeds from its two recent common stock offerings, which raised aggregate net proceeds of approximately $80.8 million.

7


RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Additionally, the Company is obligated to make operating and financing lease payments that are due within the next 12 months in the aggregate amount of $6.0 million. In March 2020, the World Health Organization declared the outbreak of a novel strain of the coronavirus (“COVID-19”) to be a pandemic. Assuming that, after the issuance date of these financial statements, the Company’s ability to operate continues not to be significantly adversely impacted by the COVID-19 pandemic, the Company believes that current cash, cash equivalents, restricted cash, and future cash flow from operating activities will be sufficient to meet the Company’s anticipated cash needs, including cash dividend requirements, working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of these financial statements.
 
Revision of Previously Issued Financial Statements

The Company has revised certain prior period amounts on the unaudited condensed consolidated financial statements to correct a misstatement with respect to improperly classifying the GP Sponsor Private Placement Warrants as equity instead of as a warrant liability that is adjusted through charges or credits to the income statement each quarter to reflect changes in the fair value of the warrants, under the guidance of Accounting Standards Codification (“ASC”) 815-40, Contracts in Entity’s Own Equity. The Company recorded a liability for the warrants of $2.1 million as of December 31, 2020 and adjusted its additional paid-in capital and accumulated deficit accordingly. There was no impact to the statement of operations and statement of cash flows for the three months ended March 31, 2020 as there was no change in the warrant liability fair value for the three-month period then ended. There was no income tax impact associated with this revision. Total stockholders’ deficit decreased by $0.7 million as of both March 31, 2020 and December 31, 2019, respectively.

The Company has assessed the impact of improperly classifying the GP Sponsor Private Placement Warrants as equity rather than as a warranty liability that is adjusted through charges or credits to the income statement each quarter to reflect changes in the fair value of the warrants, and determined the impact is not material, quantitatively or qualitatively, to the periods presented. Accordingly, the Company will adjust prior periods as those financial statements are presented for comparative purposes in future filings.

See Note 11 for additional information regarding the assumptions made to determine the fair value of the GP Sponsor Private Placement Warrants as of March 31, 2021 and December 31, 2020.

Use of Estimates
 
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, accounts receivable, valuation assumptions for stock options and leases, deferred income taxes and the related valuation allowances, and the evaluation and measurement of contingencies. To the extent there are material differences between the Company’s estimates and actual results, the Company’s future consolidated results of operation may be affected.
 
Recent Accounting Pronouncements

Recently Adopted Standards. The following accounting standards were adopted during the fiscal year 2021:

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions to the general income tax accounting principles, and clarifies and amends existing guidance to facilitate consistent application of the accounting principles. The new guidance was effective for the Company as of January 1, 2021. The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements.

In January 2020, the FASB issued ASU 2020-1, Investments—Equity Securities (Topic 321), Investments - Equity and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The guidance clarifies interactions between current accounting standards on equity securities, equity method and joint ventures, and derivatives and hedging. The new guidance addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The new guidance was effective for the Company as of January 1, 2021. The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements.

8



NOTE 3 - DEFERRED CONTRACT COSTS AND DEFERRED REVENUE

Activity for deferred contract costs for the three months ended March 31, 2021 and 2020 is shown below (in thousands):
Three Months Ended
March 31,
20212020
Deferred contract costs, current and noncurrent, as of the beginning of period$34,945 $28,049 
Capitalized commissions during the period3,274 3,753 
Amortized deferred contract costs during the period(3,719)(3,330)
Deferred contract costs, current and noncurrent, as of the end of period$34,500 $28,472 

Deferred revenue activity for the three months ended March 31, 2021 and 2020 is shown below (in thousands):

Three Months Ended
March 31,
20212020
Deferred revenue, current and noncurrent, as of the beginning of period$256,933 $235,498 
Billings, net80,959 65,188 
Revenue recognized(87,895)(78,032)
Deferred revenue, current and noncurrent, as of the end of period$249,997 $222,654 

The transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized. As of March 31, 2021, the remaining transaction price included in deferred revenue was $219.5 million in current and $30.5 million in noncurrent.

NOTE 4 — OTHER FINANCIAL INFORMATION
  
Other Accrued Liabilities
 
As of March 31, 2021 and December 31, 2020, other accrued liabilities consist of the following (in thousands): 

 20212020
Accrued sales and other taxes$5,095 $5,213 
Accrued professional fees6,153 5,912 
Accrued dividends on Redeemable Series A Preferred Stock3,540 3,842 
Current maturities of capital lease obligations402 429 
Income taxes payable1,137 2,245 
Other accrued expenses2,736 3,513 
Total other accrued liabilities$19,063 $21,154 

Interest Expense
 
Interest expense of $47 thousand and $13 thousand for the three months ended March 31, 2021 and 2020, respectively was comprised primarily from finance leases.

NOTE 5 — REDEEMABLE SERIES A PREFERRED STOCK

2018 Securities Purchase Agreement

9


RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


On July 19, 2018, the Company closed a Securities Purchase Agreement (the “2018 SPA”) with several accredited investors (the “Purchasers”) for a private placement (the “Initial Private Placement”) of (i) 140,000 shares of Series A Preferred Stock, (ii) approximately 2.9 million shares of Common Stock, and (iii) convertible secured promissory notes (the “Convertible Notes”), with no principal amount outstanding at issuance that solely collateralize amounts, if any, that may become payable by the Company pursuant to certain redemption provisions of the Series A Preferred Stock.

Pursuant to the 2018 SPA, the Purchasers acquired an aggregate of 140,000 shares of Series A Preferred Stock, 2.9 million shares of Common Stock, and Convertible Notes with no principal amount outstanding as of the issuance date, for an aggregate purchase price equal to $133.0 million in cash (after taking into account a discount of $7.0 million, but before the incremental and direct transaction costs associated with the Private Placement of $4.6 million). The allocation of the net proceeds as of the closing date, along with changes in the net carrying value of the Series A Preferred Stock through March 31, 2021 are set forth below (dollars in thousands):
Series A Preferred StockCommonConvertible
SharesAmountStockNotesTotal
Fair value on July 19, 2018:
  Series A Preferred Stock140,000 $126,763 
(1)
$— $— $126,763 
  Common Stock— — 20,131 
(2)
— 20,131 
  Convertible Notes— — — — — 
    Total140,000 $126,763 $20,131 $— $146,894 
Relative fair value allocation on July 19, 2018
  Aggregate cash proceeds on July 19, 2018140,000 $114,773 
(3)
$18,227 
(3)
$— $133,000 
  Incremental and direct costs— (3,994)
(4)
(634)
(4)
— (4,628)
Net carrying value on July 19, 2018140,000 $110,779 
 
$17,593 $— $128,372 

_________________
1.The liquidation preference for each share of Series A Preferred Stock on the closing date for the Initial Private Placement was $1,000 per for an aggregate liquidation preference of $140.0 million. The estimated fair value of the Series A Preferred Stock was approximately $126.8 million on July 19, 2018, which is the basis for allocation of the net proceeds. Please refer to Note 11 for further discussion of the valuation methodology employed.
2.The fair value of the issuance of approximately 2.9 million shares of the Common Stock was based on the last closing price of $6.95 per share on the date prior to closing the transaction.
3.The aggregate cash proceeds of $133.0 million on July 19, 2018 were allocated pro rata based on the fair value of all consideration issued.
4.Incremental and direct costs of the Initial Private Placement were allocated pro rata based on the fair value of all consideration issued. Such costs include financial advisory and professional fees of $2.7 million that were incurred by the Company, and due diligence and professional fees incurred by the investors of $1.9 million.

At the closing, the Company used the $133.0 million of proceeds from the Initial Private Placement plus cash and cash equivalents of $2.7 million to (i) repay all outstanding indebtedness and various operating and financing fees and expenses under the former Credit Facility in the aggregate amount of $132.8 million, (ii) pay incremental and direct transaction costs of $2.7 million, and (iii) pay a professional services retainer of $0.2 million.

In connection with the completion of the Initial Private Placement, the Company, among other customary closing actions, (i) filed a Certificate of Designations with the State of Delaware setting forth the rights, preferences, privileges, qualifications, restrictions and limitations on the Series A Preferred Stock (the “CoD”), (ii) entered into a Registration Rights Agreement with the Purchasers setting forth certain registration rights of capital stock held by the Purchasers (the “Registration Rights Agreement”), (iii) delivered a Convertible Note to each Purchaser, and (iv) entered into a Security Agreement (the “Security Agreement”) in respect of the Company’s assets collateralizing the amounts that may become payable pursuant to the Convertible Notes if certain redemption provisions of the Series A Preferred Stock are triggered in the future.

March 2019 Securities Purchase Agreement
On March 7, 2019, the Company entered into a securities purchase agreement (the “March 2019 SPA”) with an accredited investor for a private placement (the “March 2019 Private Placement”) of (i) 6,500 shares of Series A Preferred Stock, (ii) 134,483 shares of Common Stock, and (iii) a Convertible Note (as defined below) with no principal balance outstanding. The shares of Series A Preferred Stock were authorized pursuant to the CoD and are subject to the provisions set forth in an amended Security Agreement, a Convertible Note and a registration rights agreement that is substantially similar in all material
10


RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


respects to the Registration Rights Agreement entered into in connection with the 2018 SPA discussed above. The accredited investor in the March 2019 Private Placement is affiliated with one of the accredited investors in the Initial Private Placement.
The aggregate cash proceeds from the March 2019 Private Placement were $5.8 million in cash (after an 11.0% discount or $0.7 million). The net proceeds were approximately $5.0 million after estimated transaction costs payable by the Company of $0.8 million. The transaction costs consisted of 85,000 shares of Common Stock issued to the existing holders of the Series A Preferred Stock for their consent at a cost of approximately $0.5 million and direct transaction costs of approximately $0.3 million related to due diligence and professional fees. The net proceeds were allocated based on their relative fair values at issuance of the Series A Preferred Stock and the Common Stock. The allocation of the net proceeds from the March 2019 Private Placement are set forth below (dollars in thousands):
Series A Preferred StockCommonConvertible
SharesAmountStockNotesTotal
Fair value on March 7, 2019:
  Series A Preferred Stock6,500 $5,313 
(1)
$— $— $5,313 
  Common Stock— — 722 
(2)
— 722 
  Convertible Notes— — — — — 
    Total6,500 $5,313 $722 $— $6,035 
Relative fair value allocation on March 7, 2019:
  Aggregate cash proceeds on March 7, 20196,500 $5,093 
(3)
$692 
(3)
$— $5,785 
  Incremental and direct costs— (661)
(4)
(90)
(4)
— (751)
Net carrying value on March 7, 20196,500 $4,432 $602 $— $5,034 


(1)The liquidation preference for each share of Series A Preferred Stock on the closing date for the March 2019 Private Placement was $1,000 per share for an aggregate liquidation preference of $6.5 million. The estimated fair value of the Series A Preferred Stock was approximately $5.3 million on March 7, 2019, which is the basis for allocation of the net proceeds. Please refer to Note 11 for further discussion of the valuation methodology employed.
(2)The fair value of the issuance of approximately 134,483 shares of the Common Stock was based on the closing price of $5.37 per share on the date prior to closing of the transaction.
(3)The aggregate cash proceeds of $5.8 million on March 7, 2019 were allocated pro rata based on the fair value of all consideration issued.
(4)Incremental and direct costs related to the March 2019 Private Placement were allocated pro rata based on the fair value of all consideration issued. Such costs included the issuance of 85,000 shares of Common Stock to the Initial Private Placement investors in the Series A Preferred Stock for their consent of approximately $0.5 million and financial advisory and professional fees that were incurred of approximately $0.3 million that were either paid or accrued directly by the Company as of March 31, 2019.

June 2019 Securities Purchase Agreement
On June 20, 2019, the Company entered into a securities purchase agreement (the “June 2019 SPA”) with accredited investors for a private placement (the “June 2019 Private Placement”) of (i) 3,500 shares of Series A Preferred Stock, (ii) 72,414 shares of Common Stock, and (iii) a Convertible Note (as defined below) with no principal balance outstanding. The shares of the Series A Preferred Stock were authorized pursuant to the CoD and are subject to the provisions set forth in an amended Security Agreement (as defined below), a Convertible Note and a registration rights agreement that is substantially similar in all material respects to the Registration Rights Agreement entered into connection with the 2018 SPA discussed above. The accredited investors in the June 2019 Private Placement are not affiliated with the accredited investors in the March 2019 Private Placement or the Initial Private Placement.
The aggregate cash proceeds from the June 2019 Private Placement were $3.3 million in cash (after a 5.0% discount or $0.2 million). The net proceeds were approximately $3.0 million after estimated transaction costs payable by the Company of $0.3 million. The transaction costs consisted of 35,000 shares of Common Stock issued to the existing holders of the Series A Preferred Stock for their consent at a cost of approximately $0.2 million and direct transaction costs of approximately $0.2 million related to professional fees of the investors, existing holders of Series A Preferred Stock and the Company. The net proceeds were allocated based on their relative fair values at issuance of the Series A Preferred Stock and the Common Stock. The allocation of the net proceeds from the June 2019 Private Placement are set forth below (dollars in thousands):
11


RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Series A Preferred StockCommonConvertible
SharesAmountStockNotesTotal
Fair value on June 20, 2019:
  Series A Preferred Stock3,500 $2,997 
(1)
$— $— $2,997 
  Common Stock— — 376 
(2)
— 376 
  Convertible Notes— — — — — 
    Total3,500 $2,997 $376 $— $3,373 
Relative fair value allocation on June 20, 2019:
  Aggregate cash proceeds on June 20, 20193,500 $2,954 
(3)
$371 
(3)
$— $3,325 
  Incremental and direct costs— (301)
(4)
(38)
(4)
— (339)
Net carrying value on June 20, 20193,500 $2,653 $333 $— $2,986 

(1)The liquidation preference for each share of Series A Preferred Stock on the closing date for the June 2019 Private Placement was $1,000 per share for an aggregate liquidation preference of $3.5 million. The estimated fair value of the Series A Preferred Stock was approximately $3.0 million on June 20, 2019, which is the basis for allocation of the net proceeds. Please refer to Note 11 for further discussion of the valuation methodology employed.
(2)The fair value of the issuance of approximately 72,414 shares of the Common Stock was based on the closing price of $5.19 per share on the date prior to closing of the transaction.
(3)The aggregate cash proceeds of $3.3 million on June 20, 2019 were allocated pro rata based on the fair value of all consideration issued.
(4)Incremental and direct costs related to the June 2019 Private Placement were allocated pro rata based on the fair value of all consideration issued. Such costs included the issuance of 35,000 shares of Common Stock to the Initial Private Placement investors in the Series A Preferred Stock for their consent of approximately $0.2 million and financial advisory and professional fees that were incurred of approximately $0.2 million that were either paid or accrued directly by the Company as of June 30, 2019.

On January 5, 2021, the Company entered into an agreement with certain of the holders of its Series A Preferred Stock (the “January 2021 Stock Repurchase Agreement”) to repurchase 10,000 shares of Series A Preferred Stock and the associated obligations pursuant to the Company’s Convertible Secured Promissory Notes outstanding in respect thereof (the “Note Obligations”) for an aggregate purchase price of approximately $8.95 million representing a discount to the face value of such shares of Series A Preferred Stock and no make-whole payments were required. The January 2021 Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties and waivers relating to the purchased shares of Series A Preferred Stock.

Upon the closing of the transactions contemplated by the January 2021 Stock Repurchase Agreement, the shares of Series A Preferred Stock purchased by the Company were retired (and the underlying Note Obligations cancelled) and are not eligible for re-issuance by the Company in accordance with the terms of the CoD.

On October 30, 2020, the Company entered into an agreement (the “October 2020 Stock Repurchase Agreement”) with certain of the holders of its Series A Preferred Stock to repurchase 5,000 shares of Series A Preferred Stock and the associated Note Obligations for an aggregate purchase price of approximately $4.5 million representing a discount to the face value of such shares of Series A Preferred Stock and no make-whole payments were required. The October 2020 Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties and waivers relating to the purchased shares of Series A Preferred Stock.

Subsequent Event

On March 16, 2021, the “Company issued a notice of partial redemption (the “March 2021 Notice of Redemption”) calling for the redemption on April 16, 2021 of 60,000 shares of its 13.00% Series A Preferred Stock at an aggregate total redemption price of $62.3 million. The total price consists of $60.0 million related to the face value of $1,000 per share of Series A Preferred Stock and $2.3 million or $39.05 per share of Series A Preferred Stock related to the dividends to be earned for the period from April 1, 2021 through July 18, 2021. The redeemed shares of Series A Preferred Stock, along with the dividends to be earned, will be recorded when the redemption offer becomes mandatorily redeemable on April 16, 2021.

The Company funded the redemption with a portion of the proceeds from its two recent common stock offerings, which raised aggregate net proceeds of approximately $81 million.

12


RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The changes in the net carrying value of Series A Preferred Stock from December 31, 2020 to March 31, 2021 are set forth below (dollars in thousands):
Series A Preferred Stock
SharesAmount
Net carrying value as of December 31, 2020154,911 $137,854 
Issuance of shares to settle PIK Dividends on January 4, 20211,193 1,193 
Repurchase of 10,000 shares on January 5, 2021
(10,000)(8,913)
Accretion of discount for the three months ended March 31, 2021 1,473 
Net carrying value as of March 31, 2021146,104 $131,607 

For future calculations of earnings applicable to common stockholders, the aggregate discount applicable to the Series A Preferred Stock will be accreted using the effective interest method from the respective issuance dates through July 19, 2023 when the holders of all outstanding shares of Series A Preferred Stock may first elect to redeem their shares for cash.

Agreements Related to Private Placement Transactions
 
In connection with the completion of the Initial Private Placement, the Company, among other customary closing actions, (i) filed the CoD, (ii) entered into the Registration Rights Agreement, (iii) delivered a Convertible Note to each Purchaser, and (iv) entered into the Security Agreement in respect of the Company’s assets collateralizing the amounts that may become payable pursuant to the Promissory Notes if certain redemption provisions of the Series A Preferred Stock are triggered in the future. In connection with both the March 2019 Private Placement and June 2019 Private Placement, the Company entered into a securities purchase agreement, a Registration Rights Agreement, a First (March 2019) and Second (June 2019) Amendment to the Security Agreement, and issued Convertible Notes to each investor, in each case substantially in the same form as entered into by the Company in the Initial Private Placement.

Certificate of Designations of the Series A Preferred Stock and Dividends

The CoD authorizes the issuance of up to 180,000 shares of Series A Preferred Stock. The holders of Series A Preferred Stock are entitled to, from the respective issuance date, a cash dividend of 10.0% per annum (the “Cash Dividends”) and a payment-in-kind dividend of 3.0% per annum (the “PIK Dividends” and, together with the Cash Dividends, the “Dividends”) for the first five years following the initial June 2018 closing and thereafter all dividends accruing on such Series A Preferred Stock will be payable in cash at a rate of 13.0% per annum. The Series A Preferred Stock is classified as mezzanine equity in the Company’s consolidated balance sheet as of March 31, 2021 and December 31, 2020 since the holders have redemption rights beginning on July 19, 2023 (and earlier under certain circumstances).

As required under the CoD, the Cash Dividends and PIK Dividends for the period in which the Series A Preferred Stock was outstanding during the first quarter of 2021 were settled on April 1, 2021 to holders of record on March 16, 2021. Accordingly, the Company accrued a current liability for accrued Cash Dividends through March 31, 2021 for $3.5 million. A long-term liability was recorded for $1.1 million of PIK Dividends that accrued through March 31, 2021, and that were settled through the issuance of 1,051 shares of Series A Preferred Stock on April 1, 2021. Presented below is a summary of total and per share dividends declared through March 31, 2021 (dollars in thousands, except per share amounts):

Dividends Payable in:TotalDividends
CashPIKDividendsPer Share
Dividends payable as of December 31, 2020$3,842 $1,193 $5,035 $32.50 
  Cash Dividends @ 10% per annum
3,660 — 3,660 23.40 
  PIK Dividends @ 3% per annum
— 1,098 1,098 7.02 
Fractional PIK shares settled for cash47 (47)  
Less dividends settled January 4, 2021(4,009)(1,193)(5,202)(33.26)
Dividends payable as of March 31, 2021$3,540 $1,051 $4,591 32.14 

13


RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The liquidation value of the Series A Preferred Stock is convertible into shares of Common Stock at an initial conversion rate of $10.00 per share for a total of 14.6 million shares of Common Stock based on 146,104 shares of Series A Preferred Stock outstanding as of March 31, 2021. Each share of Series A Preferred Stock is convertible at the holder’s option into one share of Common Stock at a conversion price equal to the quotient of (i) the Liquidation Preference (as defined below), and (ii) $10.00 (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) (the “Per Share Amount”). The Company has the right to convert outstanding shares of Series A Preferred Stock into Common Stock for the Per Share Amount after July 19, 2021, if the Company’s volume weighted average stock price for at least 30 trading days of the 45 consecutive trading days immediately preceding such conversion is greater than $11.50 per share. The Company can exercise this right to convert twice per calendar year for a maximum number of shares of Common Stock equal to the amount that has publicly traded over the 60 consecutive trading days prior to the conversion date (less any shares of Common Stock that have been issued pursuant to any such conversion during such 60-day period).

The Series A Preferred Stock will become mandatorily redeemable, upon the election by the holders of a majority of the then outstanding shares, on or after July 19, 2023. Any and all of the then outstanding liquidation value of the Series A Preferred Stock plus any capitalized PIK Dividends and any unpaid accrued Cash Dividends not previously included in the Liquidation Preference (the “Redemption Amount”) is required to be repaid in full in cash on such redemption date or satisfied in the form of obligations under the Convertible Notes. Additionally, in certain circumstances the Company may require the holders of shares of the Series A Preferred Stock to convert into shares of Common Stock in lieu of cash payable upon redemption.

The Series A Preferred Stock will also become mandatorily redeemable at any time upon the reasonable determination of the holders of a majority of the Series A Preferred Stock then outstanding of the occurrence of a Material Adverse Effect or the occurrence of a Material Litigation Effect (as such terms are defined in the CoD), with the Redemption Amounts payable automatically becoming payment obligations pursuant to the Convertible Notes with a concurrent cancellation of the shares of the Series A Preferred Stock, unless under certain circumstances, the Company redeems the Series A Preferred Stock for cash at such time.

Prior to July 19, 2021, the Company has the right to redeem up to $80.0 million of shares of the Series A Preferred Stock for cash amounts equal to the Redemption Amount which would include a make-whole premium that provides the holders thereof with full yield maintenance as if the Series A Preferred Stock was held until July 19, 2021, provided that such redemptions are subject to certain conditions and limitations. After July 19, 2021, the Company will have the right to redeem shares of Series A Preferred Stock for a cash per share amount equal to the Redemption Amount.

The holders of Series A Preferred Stock may exercise their conversion rights prior to any optional redemption. In the event of a liquidation, dissolution or winding up of the Company, the Series A Preferred Stock is entitled to a liquidation preference in the amount of the greater of (i) $1,000 plus accrued but unpaid Dividends (the “Liquidation Preference”), and (ii) the per share amount of all cash, securities and other property to be distributed in respect of the Common Stock such holder would have been entitled to receive for its Series A Preferred Stock on an as-converted basis. In the event of a liquidation, dissolution or winding up of the Company prior to July 19, 2021, the holders are entitled to a make-whole premium that provides the holders thereof with full yield maintenance as if the shares of Series A Preferred Stock were held until July 19, 2021.

Until approximately 95% of the Series A Preferred Stock or Convertible Notes are no longer outstanding, the Company is restricted from incurring Indebtedness (as defined in the June 2019 SPA, March 2019 SPA and 2018 SPA), subject to certain exceptions.

Registration Rights Agreement

The original Registration Rights Agreement required the Company to register the resale of the shares of Common Stock and Series A Preferred Stock issued pursuant to the 2018 SPA. The Company satisfied such registration requirements in November 2018. The Registration Rights Agreements, entered into in connection with both the March 2019 and June 2019 Private Placements, required the Company to register the resale of the shares of Common Stock and Series A Preferred Stock pursuant to the March 2019 SPA and the June 2019 SPA within 120 days of the respective March 7, 2019 and June 20, 2019 closing dates. The Company satisfied all such registration requirements in July 2019. Each such Registration Rights Agreement also includes customary “piggyback” registration rights, suspension rights, indemnification, contribution, and assignment provisions.


NOTE 6—COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS
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RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


 
Common Stock Offerings

On March 11, 2021, the Company completed the March 2021 Offering of 7.8 million shares of its Common Stock at a price of $7.75 per share for total gross proceeds of $56.9 million. Underwriter discounts and commissions were $2.9 million and the underwriter expenses were $0.2 million. The Company also incurred additional professional fees and expenses of $1.3 million as part of the transaction, resulting in net proceeds from the March 2021 Offering of approximately $55.6 million. The Company intends to use the net proceeds from the March 2021 Offering to redeem 60,000 shares of Series A Preferred Stock.

On August 18, 2020, the Company completed the August 2020 Offering of 6.1 million shares of its Common Stock at a price of $4.50 per share for total gross proceeds of $27.5 million. Underwriter discounts and commissions were $1.7 million and the underwriter expenses were $0.1 million. The Company also incurred additional professional fees of $0.6 million as part of the transaction, resulting in net proceeds from the August 2020 Offering of approximately $25.1 million. The Company intends to use the net proceeds from the August 2020 Offering to redeem 60,000 shares of Series A Preferred Stock and for working capital and other general corporate purposes.

Stock Option Plans

The Company’s stock option plans consist of the 2007 Stock Plan (the “2007 Plan”) and the 2013 Equity Incentive Plan, as amended and restated in July 2017 (the “2013 Plan”). The 2007 Plan and the 2013 Plan are collectively referred to as the “Stock Plans”. On February 23, 2021, the Board of Directors authorized an increase of approximately 3.1 million shares available for grant under the 2013 Plan. For additional information about the Stock Plans, please refer to Note 8 to the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Form 10-K/A. The information presented below provides an update for activity under the Stock Plans for the three months ended March 31, 2021.
 
Restricted Stock Units
 
For the three months ended March 31, 2021, the Board of Directors granted restricted stock units (“RSUs”) under the 2013 Plan for an aggregate of approximately 0.7 million shares of Common Stock to employees and to non-employee directors of the Company. Other than the RSU grants to continuing directors, which vest on June 2, 2021, and the grant to the Company's non-employee director first elected in June 2020, which vests in part on the first and second anniversary of grant, these RSUs vest over periods generally ranging from 12 to 36 months from the respective grant dates and the awards are subject to forfeiture upon termination of employment or service on the Board of Directors, as applicable. Based on the weighted average fair market value of the Common Stock on the date of grant of $7.09 per share, the aggregate fair value for the shares underlying the RSUs amounted to $4.9 million as of the grant date that will be recognized as compensation cost over the vesting period. Accordingly, compensation expense related to RSUs of approximately $1.9 million and $1.1 million was recognized for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the unrecognized expense of $12.9 million net of forfeitures is expected to be charged to expense on a straight-line basis as the RSUs vest over a weighted-average period of approximately 1.9 years.
 
Stock Options
 
For the three months ended March 31, 2021, the Board of Directors granted stock options for the purchase of an aggregate of approximately 0.5 million shares of Common Stock at exercise prices that were equal to the fair market value of the Common Stock on the date of grant. These stock options generally vest annually for one-third of the awards and expire ten years after the grant date.
 
The following table sets forth a summary of stock option activity under the Stock Plans for the three months ended March 31, 2021 (shares in thousands): 
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RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


 Shares
Price (1)
Term (2)
Outstanding, December 31, 20207,007 $5.24 5.0
Granted497 7.52 
Forfeited(11)4.86 
Expired(84)6.37 
Exercised(716)4.07 
Outstanding, March 31, 2021 (3)(4)6,693 5.52 5.4
Vested, March 31, 2021 (3)5,264 5.46 4.4

 
(1)Represents the weighted average exercise price.
(2)Represents the weighted average remaining contractual term until the stock options expire.
(3)As of March 31, 2021, the aggregate intrinsic value of all stock options outstanding was $23.2 million. As of March 31, 2021, the aggregate intrinsic value of vested stock options was $18.5 million.
(4)The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.2 million shares as of March 31, 2021.

The following table presents activity affecting the total number of shares available for grant under the Stock Plans for the three months ended March 31, 2021 (in thousands):
 
Available, December 31, 20204,037 
Newly authorized by Board of Directors3,056 
Stock options granted(497)
Restricted stock units granted(696)
Expired options under Stock Plans84 
Forfeited options under Stock Plans11 
Forfeited restricted stock units under Stock Plans21 
Available, March 31, 20216,016 
 
The aggregate fair value of approximately 0.5 million stock options granted for the three months ended March 31, 2021 amounted to $1.5 million, or $2.94 per stock option as of the grant date utilizing the Black-Scholes-Merton (“BSM”) method. The fair valued derived under the BSM method will result in the recognition of compensation cost over the vesting period of the stock options. For the three months ended March 31, 2021, the fair value of each stock option grant under the Stock Plans was estimated on the date of grant using the BSM option-pricing model, with the following weighted-average assumptions:
 
Expected life (in years)6.0
Volatility40%
Dividend yield0%
Risk-free interest rate0.78%
Fair value per common share on date of grant$7.52
 
As of March 31, 2021 and December 31, 2020, total unrecognized compensation costs related to unvested stock options, net of estimated forfeitures, was $2.1 million and $1.2 million, respectively. As of March 31, 2021, the unrecognized costs are expected to be charged to expense on a straight-line basis over a weighted-average vesting period of approximately 2.2 years.
 
Stock-Based Compensation Expense
 
Stock-based compensation expense attributable to RSUs and stock options is classified as follows (in thousands):
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RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Three Months Ended
March 31,
 20212020
Cost of revenues$316 $284 
Sales and marketing727 623 
General and administrative1,190 603 
Total$2,233 $1,510 

Warrants
 
On April 12, 2021, the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). Upon review of the SEC Staff Statement which addressed certain accounting and reporting considerations related to warrants similar to the Company's GP Sponsor Private Placement Warrants and upon review of ASC 815-40, Contracts in Entity’s Own Equity, the Company determined that its GP Sponsor Private Placement Warrants should have been classified as a liability instead of equity. See Note 2 for further information regarding this revision to the Company's consolidated financial statements. See Note 11 for information regarding the fair value of the GP Sponsor Private Placement Warrants as of March 31, 2021 and December 31, 2020.

As of March 31, 2021, warrants were outstanding for an aggregate of 18.1 million shares of Common Stock, including 3.4 million shares of Common Stock exercisable at $5.64 per share, and an aggregate of 14.7 million shares of Common Stock exercisable at $11.50 per share. For additional information about these warrants, please refer to Note 8 to the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Form 10-K/A.
 
NOTE 7 — INCOME TAXES
 
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was passed into law, amending portions of relevant U.S. tax laws. The CARES Act contains changes to corporate taxation, including among other things, adjusting net operating loss (NOL) limitations and carryback rules, refundable AMT credits, bonus depreciation and interest expense limitations. The CARES Act also provides for an Employee Retention Credit, a fully refundable payroll tax credit for certain eligible employers and the ability for all eligible employers to defer payment of the employer share of payroll taxes owed on wages paid for the period ending December 31, 2020 (such deferred payroll taxes are due in two installments: 50% by December 31, 2021 and 50% by December 31, 2022). The Company has elected to defer payroll tax payments which totaled $3.3 million as of March 31, 2021.

For the three months ended March 31, 2021 and 2020, the Company's effective tax rate was (76.5)% and 27.6% respectively. The Company's income tax expense was primarily attributable to earnings in foreign jurisdictions subject to income taxes and foreign withholding taxes. In addition, there was no tax impact associated with the loss on change in fair value of redeemable warrants for three months ended March 31, 2021. The Company did not have any material changes to its conclusions regarding valuation allowances for deferred income tax assets or uncertain tax positions for the three months ended March 31, 2021 and 2020.
 
NOTE 8 — COMMITMENTS AND CONTINGENCIES
  
Series A Preferred Stock Dividends

In connection with the issuance of Series A Preferred Stock as discussed in Note 5, the Company is obligated to pay Cash Dividends and issue additional shares of Series A Preferred Stock in settlement of PIK Dividends. From January 1, 2021 through July 19, 2023, the date until which the Series A Preferred Stock is expected to remain outstanding, estimated Cash Dividends and PIK Dividends required to be declared are as follows (in thousands):
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RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Year Ending December 31:CashPIKTotal
2021$10,534 $3,160 $13,694 
20229,032 2,709 11,741 
20235,085 1,526 6,611 
Total$24,651 $7,395 $32,046 

The amounts above do include the impact of repurchase of 15,000 shares and the redemption of 60,000 of Series A Preferred Stock as discussed in Note 5.

Retirement Plan

The Company has defined contribution plans for both its U.S. and foreign employees. For certain of these plans, employees may contribute up to the statutory maximum, which is set by law each year. The plans also provide for employer contributions. The Company's matching contributions to these plans totaled $0.8 million and $0.7 million for the three months ended March 31, 2021 and 2020, respectively.

Rimini I Litigation

In January 2010, certain subsidiaries of Oracle Corporation (together with its subsidiaries individually and collectively, “Oracle”) filed a lawsuit, Oracle USA, Inc. et al. v. Rimini Street, Inc. et al. (United States District Court for the District of Nevada) (the “District Court”) (“Rimini I”), against the Company and its Chief Executive Officer, Seth Ravin, alleging that certain of the Company’s processes (“Process 1.0”) violated Oracle’s license agreements with its customers and that the Company committed acts of copyright infringement and violated other federal and state laws. The litigation involved the Company’s business processes and the manner in which the Company provided services to its clients.

After completion of jury trial in 2015 and subsequent appeals, the final outcome of Rimini I was that Mr. Ravin was found not liable for any claims and the Company was found liable for only one claim: “innocent infringement,” a jury finding that the Company did not know and had no reason to know that its former support processes were infringing. The jury also found that the infringement did not cause Oracle to suffer lost profits. The Company was ordered to pay a judgment of $124.4 million in 2016, which the Company promptly paid and then pursued appeals. With interest, attorneys’ fees and costs, the total judgment paid by the Company to Oracle after the completion of all appeals was approximately $89.9 million. A portion of such judgment was paid by the Company’s insurance carriers.

Injunction

Following post-trial motions, the District Court entered a permanent injunction prohibiting the Company from using certain processes. In August 2019, the United States Court of Appeals for the Ninth Circuit affirmed the permanent injunction issued by the District Court, while also correcting certain legal errors that narrowed the scope of the injunction. The injunction prohibits the Company from using support processes that had been found in Rimini I to “innocently” infringe certain Oracle copyrights, which the Company ceased using no later than July 31, 2014. The injunction does not prohibit the Company’s provision of support services for any Oracle product lines, but rather defines the manner in which the Company can provide support services for certain Oracle product lines.

On July 10, 2020, Oracle filed a motion to show cause contending that the Company is in violation of the injunction, and the Company opposed this motion, disputing Oracle’s claims. On March 31, 2021, the District Court issued an order resolving many outstanding disputes between the parties relating to the injunction. The District Court found that the Company violated the injunction in four certain narrow instances. The Company has sought reconsideration for two of these violations (since they occurred before the injunction became effective). The Company has been ordered to show cause why it should not be held in contempt in a filing that is due May 10, 2021, with Oracle’s response due June 9, 2021, and the Company’s reply due June 21, 2021. The District Court has scheduled an evidentiary hearing for September 2021 to address additional claims involving the injunction. The District Court refused to consider Oracle’s claims about certain processes that were not litigated in Rimini I and that are being litigated in the separately filed Rimini Street Inc. v. Oracle Int’l Corp. litigation (described below under the heading “Rimini II Litigation”).

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RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


At this time, the Company does not have sufficient information regarding possible damages for the contempt asserted by Oracle. As a result, an estimate of the range of loss cannot be reasonably determined. The Company believes that it has complied with the injunction, that Oracle will not be able to meet the burden to establish contempt of the injunction for the four certain narrow instances for which the District Court found violations, that Oracle will be unable to establish additional violations of the injunction at the September 2021 hearing and that an award for sanctions is not probable. Accordingly, no accrual has been made as of March 31, 2021. If the Company is found to be in contempt of the injunction, Oracle may seek equitable, punitive, and compensatory relief, the outcome of which could have a material adverse effect on the Company’s business and financial condition.
Rimini II Litigation

In October 2014, the Company filed a separate lawsuit, Rimini Street Inc. v. Oracle Int’l Corp., in the District Court against Oracle seeking a declaratory judgment that the Company’s revised Process 2.0 support practices, in use since at least July 2014, do not infringe certain Oracle copyrights (“Rimini II”). The Company’s operative complaint asserts declaratory judgment, tort, and statutory claims. Oracle’s operative counterclaim asserts declaratory judgment and copyright infringement claims and Lanham Act, breach of contract, and business tort violations.

On September 15, 2020, the District Court issued an order resolving the parties’ motions for summary judgment. It found infringement of 17 Oracle PeopleSoft copyrights for work the Company performed for a set of “gap customers” that were supported by processes litigated in Rimini I, and that became the Company's customers after Rimini I was filed. The District Court also found infringement of four Oracle PeopleSoft copyrights involving support of two specific Company clients, described by the District Court as “limited cases” and involving “limited circumstance[s].” There was no finding of infringement on any other Oracle copyrights at issue.

The order also resolved several of the non-copyright claims asserted by the parties: (i) allowing the Company’s claim for injunctive relief against Oracle for unfair competition in violation of the California Business & Professions Code §17200 et seq. to proceed to trial; (ii) granting summary judgment for Oracle on the Company’s affirmative claims for damages under the Nevada and California unfair and deceptive trade practices statutes; and (iii) holding that Oracle had the right to revoke the Company’s access to its websites. The Court also reiterated that the Company has the legal right to provide aftermarket support for Oracle’s enterprise software.

The parties filed their joint pretrial order in Rimini II in December 2020. Also in December 2020, Oracle filed a motion to realign the parties and bifurcate trial, asking the District Court to (i) realign the parties, with Oracle designated as plaintiff and the Company and Mr. Ravin designated as the defendants in the case caption and at trial, and (ii) bifurcate the trial with a jury trial phase proceeding, first, followed by a separate bench phase on the parties’ equitable claims for unfair competition and Oracle’s claim for an accounting. In January 2021, the Company filed a motion to modify the order of proof and for an advisory jury verdict, asking the District Court to (i) modify the order of proof in the case so that, at trial, Oracle will present its case-in-chief first, followed by the Company’s case-in-chief, (ii) not bifurcate the parties’ unfair competition claims or Oracle’s accounting claim from the other claims, (iii) empanel an advisory jury to make findings of fact with respect to the parties’ unfair competition claims and Oracle’s accounting claim; and (iv) hold a single jury trial.

As of this date, no damages of any kind have been awarded by the District Court in Rimini II. Damages, if any, will be a decision for the Rimini II jury. The Company reserves all rights, including appellate rights, with respect to the District Court and jury rulings and findings in Rimini II. There is currently no trial date scheduled, and while the Company does not expect a trial to occur in this matter earlier than the first half of 2022, the trial could occur earlier or later than that.

At this time, the Company does not have sufficient information regarding possible damages exposure for the counterclaims asserted by Oracle. As to the claims asserted by Oracle, in Rimini I, the jury awarded damages in the form of a fair market value license of $35.4 million for the 93 copyrighted works at issue, which the Company has paid. The parties dispute the relevance of that award for Rimini II, and the Court has not yet resolved that dispute. The Company maintains that zero damages should be awarded in Rimini II. A jury will ultimately determine what amount, if any, of damages to award. Both parties have sought injunctive relief in addition to monetary damages in this matter, and the Company has reserved its rights to appeal regarding the possible recovery of damages by the Company in connection with the Company’s claims against Oracle. As a result, an estimate of the range of loss cannot be reasonably determined. The Company also believes that an award for damages payable to Oracle is not probable, so no accrual has been made as of March 31, 2021. However, as with any jury trial, the ultimate outcome may be different from our best estimates and could have a material adverse impact on our financial results and our business.
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RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Other Litigation

From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal fees are expensed as incurred.

Liquidated Damages
 
The Company enters into agreements with clients that contain provisions related to liquidated damages that would be triggered in the event that the Company is no longer able to provide services to these clients. The maximum cash payments related to these liquidated damages is approximately$13.9 million and $13.8 million as of March 31, 2021 and December 31, 2020, respectively. To date, the Company has not incurred any costs as a result of such provisions and has not accrued any liabilities related to such provisions in these unaudited condensed consolidated financial statements.
 
NOTE 9 — RELATED PARTY TRANSACTIONS
 
Rimini Street, Inc. (“RSI”) was incorporated in the state of Nevada in September 2005. RSI provides enterprise software support services. In May 2017, RSI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GP Investments Acquisition Corp. (“GPIA”), a publicly-held special purpose acquisition company (“SPAC”) incorporated in the Cayman Islands and formed for the purpose of effecting a business combination with one or more businesses. The Merger Agreement was approved by the respective shareholders of RSI and GPIA in October 2017, and closing occurred on October 10, 2017, resulting in (i) the merger of a wholly-owned subsidiary of GPIA with and into RSI, with RSI as the surviving corporation, after which (ii) RSI merged with and into GPIA, with GPIA as the surviving corporation and renamed “Rimini Street, Inc.” (referred to herein as “RMNI”, as distinguished from RSI, which is defined as the predecessor entity with the same legal name) immediately after consummation of the second merger. An affiliate of GP Sponsor is a member of the Company's Board of Directors.

In addition, an affiliate of Adams Street Partners and its affiliates (collectively referred to as "ASP") is also a member of the Company's Board of Directors. As of March 31, 2021, ASP owned approximately 27.7% of the Company’s issued and outstanding shares of Common Stock. In July 2018, ASP acquired 19,209 shares of Series A Preferred Stock and approximately 0.4 million shares of Common Stock issued in the Initial Private Placement for total consideration of approximately $19.2 million. As of March 31, 2021, ASP had voting control of approximately 21.2% of the Company’s issued and outstanding shares of Common Stock, including voting rights associated with its 20,654 shares of Series A Preferred Stock. Prior to termination on July 19, 2018 of the Company's amended Credit Facility, ASP owned a $10.0 million indirect interest in the amended Credit Facility.

NOTE 10 —EARNINGS (LOSS) PER SHARE

The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share, which requires earnings per share for each class of stock to be calculated using the two-class method. The holders of Series A Preferred Stock are entitled to participate in Common Stock dividends, if and when declared, on a one-to-one per-share basis. Accordingly, in periods in which the Company has net income, earnings per share will be computed using the two-class method whereby the pro rata dividends on Common Stock that are also distributable to the holders of Series A Preferred Stock will be deducted from earnings applicable to common stockholders, regardless of whether a dividend is declared for such undistributed earnings. Under the two-class method, earnings for the reporting period are allocated between the holders of the Company's Common Stock and the Series A Preferred Stock based on their respective participation rights in undistributed earnings.

Basic earnings per share of Common Stock is computed by dividing net income attributable to common stockholders by the weighted average number of shares of basic Common Stock outstanding. Net income allocated to the holders of the Company's Series A Preferred Stock is calculated based on the shareholders’ proportionate share of the weighted average shares of Common Stock outstanding on an if-converted basis. Diluted earnings per share of Common Stock is calculated by adjusting
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RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


the basic earnings per share of Common Stock for the effects of potential dilutive Common Stock shares outstanding such as stock options, restricted stock units and warrants.
For the three months ended March 31, 2021 and 2020, basic and diluted net earnings per share of Common Stock were computed by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding during the respective periods. The following table sets forth the computation of basic and diluted net income attributable to common stockholders for the three months ended March 31, 2021 and 2020 (in thousands, except per share amounts):


Three Months Ended
March 31,
20212020
Income attributable to common stockholders:
  Net income (loss)$(3,576)$2,545 
  Return on repurchase of Series A Preferred Stock shares(38) 
  Dividends and accretion related to Series A Preferred Stock:
    Cash dividends declared(3,660)(3,910)
    PIK dividends declared(1,098)(1,173)
    Accretion of discount(1,473)(1,547)
     (9,845)(4,085)
    Undistributed earnings allocated using the two-class method  
      Net loss attributable to common stockholders$(9,845)$(4,085)
Three Months Ended
March 31,
20212020
Weighted average number of shares of Common Stock outstanding78,733 67,863 
Additional shares outstanding if Series A Preferred Stock is converted to Common Stock14,651 15,639 
Total shares outstanding if Series A Preferred Stock is converted to Common Stock93,384 83,502 
      Percentage of shares allocable to Series A Preferred Stock15.7 %18.7 %
Weighted average number of shares of Common Stock outstanding:
  Basic and diluted78,733 67,863 
Net loss per share attributable to common stockholders:
  Basic and diluted$(0.13)$(0.06)

For the three months ended March 31, 2021 and 2020, basic and diluted loss per share attributable to common stockholders were the same because all Common Stock equivalents were anti-dilutive.

As of March 31, 2021 and December 31, 2020, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share for the respective periods ending on these dates since the impact of inclusion was anti-dilutive (in thousands): 
 20212020
Series A Preferred Stock14,610 15,491 
Restricted stock units3,730 3,322 
Stock options6,693 7,007 
Warrants18,128 18,128 
Total43,161 43,948 
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RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


 

NOTE 11 — FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS
 
Fair Value Measurements
 
Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts, and considers assumptions that market participants would use when pricing the asset or liability. Additional information on fair value measurements is included in Note 13 to the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Form 10-K/A. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer.

As of March 31, 2021 and December 31, 2020, the Company has determined that its GP Sponsor Private Placement Warrants are subject to treatment as a liability. The GP Sponsor Private Placement Warrants may not be redeemed by the Company so long as these warrants are held by the initial purchasers or such purchasers' permitted transferees. If these warrants are held by someone other than the initial purchasers or such purchasers' permitted transferees, these warrants are redeemable by the Company and exercisable on the same basis as the GPIA Public Warrants. As a result, the GP Sponsor Private Placement Warrants were reclassified as a liability. The fair value of these instruments as of March 31, 2021 and December 31, 2020 was $6.8 million and $2.1 million, respectively, utilizing the BSM method. The GP Sponsor Private Placement Warrants are classified as Level 2 financial instruments. The key assumptions used to determine the fair value was the term period of the warrants, the risk free rate and volatility. As of March 31, 2021, the term to expiration was 1.53 years, the risk free rate of 0.12% and the implied volatility of 43.4%.
 
As discussed in Note 5, the fair value for the Company's Series A Preferred Stock issuances on June 20, 2019, March 7, 2019 and July 19, 2018 were determined to be $3.0 million, $5.3 million and $126.8 million, respectively, which were utilized to determine the basis for allocating the net proceeds. The fair value was determined by utilizing a combination of a discounted cash flow methodology related to funds generated by the Series A Preferred Stock, along with the BSM option-pricing model in relation to the conversion feature. Key assumptions applied for the discounted cash flow and BSM analysis included (i) three different scenarios whereby the Series A Preferred Stock would remain outstanding between 4 and 5 years along with a probability weighting assigned to each scenario, (ii) an implied yield of the Series A Preferred Stock ranging from 20.9% to 22.9% calibrated to the transaction values as of June 20, 2019, March 7, 2019 and July 19, 2018, respectively, (iii) risk-free interest rates of 1.72%, 2.44% and 2.8% and (iv) historical volatility of 30.0%.

The carrying amounts of the Company’s financial instruments including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate fair values due to their short-term maturities. Based on borrowing rates currently available to the Company for debt with similar terms, the carrying value of capital lease obligations approximate fair value as of the respective balance sheet dates. The liability for redeemable warrants are also considered financial instruments and valued utilizing the BSM method and assumptions noted above.
 
Significant Concentrations
 
The Company attributes revenues to geographic regions based on the location of its clients’ contracting entity. The following table shows revenues by geographic region (in thousands):
 
Three Months Ended
March 31,
 20212020
United States of America$47,559 $47,446 
International40,336 30,586 
Total$87,895 $78,032 
 
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RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


No clients represented more than 10% of revenue for both the three months and nine months ended March 31, 2021 or 2019. As of March 31, 2021 and 2020, no clients accounted for more than 10% of total net accounts receivable. The Company tracks its assets by physical location. As of March 31, 2021 and 2020, the net carrying value of the Company’s property and equipment located outside of the United States amounted to approximately $1.2 million and $1.3 million, respectively. As of March 31, 2021, the Company had operating lease right-of-use assets of $10.0 million, $5.5 million and $0.6 million in the United States, India and the rest of the world, respectively.
 
Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash at high-quality financial institutions, primarily in the United States of America. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. As of March 31, 2021 and December 31, 2020, the Company had cash, cash equivalents and restricted cash with a single financial institution for an aggregate of $110.4 million and $50.2 million, respectively. As of March 31, 2021 and December 31, 2020, the Company had restricted cash of $0.3 million and $0.3 million, respectively. The Company has never experienced any losses related to these balances.
 
Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s client base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain clients and generally does not require collateral on accounts receivable. The Company maintains reserves for potential bad debts and historically such losses are generally not significant.
 
NOTE 12 - LEASES

Effective at the start of fiscal 2020, the Company adopted the provisions and expanded disclosure requirements described in Topic 842. The Company adopted the standard using the prospective method. The Company has operating leases for real estate and equipment with an option to renew the leases for up to one month to five years. Some of the leases include the option to terminate the leases upon 30-days notice with a penalty. The Company's leases have various remaining lease terms ranging from April 2021 to January 2027. The Company's lease agreements may include renewal or termination options for varying periods that are generally at the Company's discretion. The Company's lease terms only include those periods related to renewal options the Company believes are reasonably certain to exercise. The Company generally does not include these renewal options as it is not reasonably certain to renew at the lease commencement date. This determination is based on consideration of certain economic, strategic and other factors that the Company evaluates at lease commencement date and reevaluates throughout the lease term. Some leases also include options to terminate the leases and the Company only includes those periods beyond the termination date if it is reasonably certain not to exercise the termination option.

The Company uses a discount rate to calculate the right of use (“ROU”) asset and lease liability. When the implicit rate is known or provided in the lease documents, the Company is required to use this rate. In cases in which the implicit rate is not known, the Company uses an estimated incremental borrowing rate.

Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments. The variable portion of lease payments is not included in the Company's ROU assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses recorded in selling and administrative expenses on the Consolidated Statements of Operations.

The Company has lease agreements with both lease and non-lease components that are treated as a single lease component for all underlying asset classes. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses.

The Company has elected to apply the short-term lease exception for all underlying asset classes. That is, leases with a term of 12 months or less are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term. The Company's leases do not include significant restrictions or covenants, and residual value guarantees are generally not included within its operating leases. As of March 31, 2021, the Company did not have any material additional operating leases that have not yet commenced.

The components of lease expense and supplemental balance sheet information were as follows (in thousands):

23


RIMINI STREET, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Three Months EndedThree Months Ended
March 31, 2021March 31, 2020
Operating lease expense related to ROU assets and liabilities$1,554 $1,499 
Other lease expense160 318 
Total lease expense$1,714 $1,817 

Other information related to leases was as follows (in thousands):

Supplemental Balance Sheet InformationMarch 31, 2021