Rimini Street Q3 2024 Earnings Report

Rimini Street EPS Results

• Actual EPS: $0.20
• Consensus EPS: $0.05
• Beat/Miss: Beat by +$0.15
• One Year Ago EPS: N/A

Rimini Street Revenue Results

• Actual Revenue: $104.67 million
• Expected Revenue: $99.39 million
• Beat/Miss: Beat by +$5.28 million
• YoY Revenue Growth: N/A

Rimini Street Announcement Details

• Quarter: Q3 2024
• Date: 10/30/2024
• Time: N/A
• Conference Call Date: Wednesday, October 30, 2024
• Conference Call Time: 5:00PM ET

Rimini Street (NASDAQ:RMNI) is a global provider of enterprise software products and services. The company is best known for third-party support for enterprise applications, including Oracle and SAP software, and helps organizations maintain, optimize and extend the useful life of their existing technology systems.

Its offerings include software support, managed services, security services, application management, database services, integration and interoperability solutions, and professional services. Rimini Street’s services are designed to help customers address software maintenance and operational needs while supporting broader modernization and digital transformation initiatives.

Founded in 2005 and headquartered in Las Vegas, Nevada, Rimini Street serves businesses, government entities and other organizations internationally. The company became publicly traded on the Nasdaq under the symbol RMNI in 2017. Seth Ravin, a co-founder of the company, has served as its chief executive officer.

Rimini Street Q3 2024 Earnings Call Transcript

Key Takeaways

• Q3 2024 financial results showed revenue of $104.7 million (down 2.6% YoY), billings up 7.7% to $65.2 million, non-GAAP net income of $19.9 million ($0.22/share) and adjusted EBITDA of $13.7 million (13.1% of revenue) with gross margin exceeding 60% for the first time.
• Management is executing a cost-optimization plan to cut $35 million in annualized operating expenses by Q1 2025, having already achieved $14.9 million in reductions and incurring $1.4 million of Q3 reorganization charges.
• The company announced a ServiceNow partnership to deliver an exclusive enterprise-wide AI and modernization solution over existing SAP, Oracle, Infor and Microsoft ERP systems without costly upgrades, with customer pilots and demos launching in Q4 and early 2025.
• In the Oracle litigation, Rimini I has concluded (permanent injunction remains), while Rimini II appeals on merits, injunction and a $58.5 million attorney-fees award (paid in Q3) are pending, posing material outcome risk.
• Rimini began winding down Oracle PeopleSoft support (≈8% of YTD revenue), with timing still uncertain, and restructured its sales organization—separating new-logo and renewal teams—resulting in 19 deals over $1 million TCV and a stabilized 89% subscription retention rate.

Presentation

[Operator]

Good afternoon, ladies and gentlemen, and welcome to Rimini Street Q3 2024 earnings conference call. At this time, all lines are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. If at any time during this call you require immediate assistance, please press star zero for the operator. This call is being recorded on Wednesday, October 30, 2024. I would now like to turn the conference over to Dean Pohl, VP Treasurer and Investor Relations. Please go ahead.

[Dean Pohl, VP Treasurer and Investor Relations at Rimini Street]

Thank you, Operator. I'd like to welcome everyone to Rimini Street Q3 2024 earnings conference call. On the call with me today is Seth Ravin, our CEO and President, and Michael Perica, our CFO. Today we issued our earnings press release for the third quarter ended September 30, 2024, a copy of which can be found on our website under Investor Relations. A reconciliation of GAAP to non-GAAP financial measures has been provided in tables following the financial statements in the press release. An explanation of these measures and why we believe they are meaningful is also included in the press release under the heading "About non-GAAP financial measures and certain key metrics." As a reminder, today's discussion will include forward-looking statements that reflect our current outlook. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from statements made today.

[Dean Pohl, VP Treasurer and Investor Relations at Rimini Street]

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.

[Seth Ravin, CEO and President at Rimini Street]

Thank you, Dean, and thank you, everyone, for joining us today. I'd like to extend a special welcome to new analysts, investors, and prospective investors joining our call for the first time to learn more about Rimini Street. What we do. Rimini Street is a global provider of end-to-end enterprise software support and innovation solutions and the leading third-party support provider for Oracle, SAP, and VMware software. Rimini Street's award-winning services are uniquely designed from top to bottom to support live, mission-critical enterprise systems with unparalleled engineering, systems, process, and know-how capabilities. We deliver an industry-leading average engineering response time of less than two minutes, 24 by 7, 365, and earn an average client satisfaction score of 4.9 out of five, where five is excellent. Rimini Street serves its clients with more than 2,000 full-time employees working in 21 different countries and two large lab operations in India and Brazil.

[Seth Ravin, CEO and President at Rimini Street]

Our services and client achievements. For nearly 20 years, we have successfully helped our clients achieve better business outcomes such as significant IT operating cost savings and improved profitability. Our clients have realized billions of U.S. dollars in savings and funded flexible infrastructure, AI, and other innovation investments that enable organizational goals, enhance competitive advantage, and fuel accelerated growth. We have spent years designing, developing, and now delivering a comprehensive portfolio of unified solutions to run, manage, support, customize, configure, connect, protect, monitor, and optimize enterprise application, database, and technology software. 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, mission-critical enterprise software solutions provider.

[Seth Ravin, CEO and President at Rimini Street]

We achieve success by providing excellent responsive service around the clock, replacing the software vendor's annual maintenance contract, and significantly lowering our clients' costs, resources, and time needed to support, manage, and run their mission-critical ERP, financial, HCM, and CRM systems. We also provide support for infrastructure software like databases, middleware, and VMware, while also extending the useful life of all of these systems and software for 15 or more years without any need to perform costly, risky, and low-value upgrades or migrations. We also assist our clients with innovation projects that include AI, automation, workflow, and application modernization. New strategic partnership.

[Seth Ravin, CEO and President at Rimini Street]

During the third quarter, Bill McDermott, CEO and Chairman of ServiceNow and a former fierce competitive rival of Rimini Street as SAP CEO, and I agreed on the vision for a new enterprise software model and assigned working teams to flesh out the details of the model and the partnership. The model and partnership were officially announced by Bill McDermott on the ServiceNow earnings call and in a press release they issued on October 23, 2024. As Bill McDermott shared in ServiceNow's announcement press release, "ServiceNow's partnership with Rimini Street gives customers a more unified, intelligent platform to maximize their existing software investments for faster paths to transformation.

[Seth Ravin, CEO and President at Rimini Street]

Together, we are enabling a brighter future where technology unlocks unprecedented potential." The partnership delivers an exclusive enterprise application modernization and AI solution for existing SAP, Oracle, Infor, and Microsoft ERP and other siloed software that provides "transformation without disruption" since there are no required costly upgrades, migrations, or replatforming, such as an SAP ECC or S/4HANA cloud or on-premise migration to S/4HANA RISE, which we believe will help clients achieve significant savings, derive immediate business transformation value, and ROI. With this new solution, Rimini Street will design and deploy a new ServiceNow layer over and across existing ERP, SaaS, and other software supported by Rimini Street, connect siloed systems and data, deliver powerful enterprise AI, and an integrated "single pane of glass" view of an organization that provides actionable operational insights and enhances competitive advantage. Implement intelligent workflows and task automation that increase productivity and reduce labor requirements.

[Seth Ravin, CEO and President at Rimini Street]

Offer users new, modern screen and mobile capabilities, interactions, and experiences, and further extend the useful lifespan of existing ERP and other software. With this new partnership, we will not only be a client's global one-stop shop for operational and cost optimization that helps maximize the useful lifespan of an organization's existing ERP and enterprise software portfolio, but we will also be their global partner to design, deploy, manage, and support the ServiceNow layer of the integrated solution. As the client software portfolio changes over time to include a hybrid of new on-premises, cloud, and SaaS software, we plan to support the new enterprise software and adjust the ServiceNow layer as needed to integrate the software landscape changes. 2024 Q3 activity and results. Sales during the quarter included a mix of our services and solutions, including our new support for VMware.

[Seth Ravin, CEO and President at Rimini Street]

We also achieved improved new logo acquisition sales, including major brands, and delivered 19 new client sales transactions in the quarter with TCV over $1 million. Additionally, despite headwinds from our Oracle PeopleSoft services wind-down and the termination of several large renewal agreements in Q4 2023 and Q1 2024 that led to negative year-over-year quarterly revenue growth, we believe our focus on fielding the right sales and marketing team, organizing around the right go-to-market strategy, and managing with the right leadership team was reflected in the 7.7% year-over-year improvement in quarterly billings. The billings improvement included solid results for contract renewal and extensions and professional services, and the billings improvements were led by the North America and Asia-Pacific regions.

[Seth Ravin, CEO and President at Rimini Street]

We were pleased that our full complement of sales and marketing organizations demonstrated an improved teaming approach during the quarter, and they were intensely focused on driving more leads, building more pipelines, and closing more business through detailed, methodical sales discipline and execution. Oracle litigation update. Rimini Street and Oracle have been in litigation for nearly 15 years, including cases known as Rimini I and Rimini II. With respect to Rimini I, which was filed by Oracle against Rimini Street in 2010, litigation has run its course, and there are no current litigation activities related to Rimini I. However, there is a Rimini I permanent injunction that remains in effect. With respect to Rimini II, which was filed by Rimini Street against Oracle in 2014, there are currently three post-trial litigation matters, each before the Court of Appeals. One, appeal of the Rimini II findings and the Rimini II injunction.

[Seth Ravin, CEO and President at Rimini Street]

Two, a motion to further stay the Rimini II injunction pending a decision on Rimini's appeal of the Rimini II injunction. And three, appeal of the district court's award of $58.5 million to Oracle for attorney's fees and costs related to the Rimini II findings that are on appeal. With respect to the Rimini II merits appeal and appeal of the Rimini II injunction, briefings were submitted prior to oral arguments, and oral arguments were made before the Court of Appeals on June 5, 2024. As of the date of this report, the court's decision is pending. With respect to the Oracle attorney's fees and costs appeal, we filed our notice of appeal with the Court of Appeals on September 24, 2024, and our opening brief is due on January 21, 2025. On October 22, 2024, we paid Oracle the $58.5 million in full in compliance with the court order.

[Seth Ravin, CEO and President at Rimini Street]

As of the date of this report, the company's appeal remains pending. For additional information and disclosures regarding the company's litigation with Oracle, please see our disclosures in the company's quarterly report on Form 10-Q filed today, October 30, 2024, with the U.S. Securities and Exchange Commission. Please also note that, at this time, we are still unable to provide material additional information beyond the disclosures and statements in our press releases, filings with the SEC, and court filings, nor provide guidance with respect to future financial results, nor are we able to provide additional commentary related to the pending Oracle litigation and potential impacts of the Rimini II injunction because the matters are still before the court and the outcomes cannot be predicted. Summary. We are pleased with our third quarter execution that led to an uptick in performance compared to the prior two quarters.

[Seth Ravin, CEO and President at Rimini Street]

We remain confident that we are continuing to take the right actions and making the right investments to accelerate a return to growth and profitability, enhance shareholder value, and bring our litigation with Oracle to a successful conclusion. However, if Rimini Street does not adequately reorganize its operations to optimize costs or does not ultimately prevail in the post-trial litigation matters summarized above and detailed in our SEC filings, it could have a material adverse impact on our business and financial results. Now, over to you, Michael.

[Michael Perica, CFO at Rimini Street]

Thank you, Seth, and thank you for joining us, everyone. Q3 2024 results. Revenue for the third quarter 2024 was $104.7 million, a year-over-year decrease of 2.6%. Clients within the United States represented 49%, while international clients represented 51% of total revenue for the third quarter 2024. Annualized recurring revenue was $401.5 million for the third quarter, a year-over-year decrease of 3.6%.

[Michael Perica, CFO at Rimini Street]

Revenue retention rate for service subscriptions, which makes up 96% of our revenue, was 89%, with approximately 78% of subscription revenue non-cancelable for at least 12 months. As Seth noted, billings for the third quarter were $65.2 million compared to $60.5 million for the prior year third quarter, an increase of 7.7%. Gross margin was 60.7% of revenue for the third quarter compared to 62.7% of revenue for the prior year third quarter. On a non-GAAP basis, which excludes stock-based compensation expense, gross margin was 61.1% of revenue for the third quarter compared to 63.1% of revenue for the prior year third quarter. Gross margin, however, increased 160 basis points sequentially and for the first time exceeded 60% in a quarter this year.

[Michael Perica, CFO at Rimini Street]

We are pleased with this result of our strategic 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 software products. Despite our methodical focus on gross margin improvement opportunities through efficiency, we will continue to balance gross margin improvement against investment needs to take advantage of new revenue growth opportunities in initiatives such as our nascent services for VMware and ServiceNow. Operating expenses. As noted in our previous earnings call, we initiated and continue to execute a cost optimization plan to reduce our net operating costs by $35 million on an annualized basis measured from Q1 quarter end 2024 to Q1 quarter end 2025. Since the implementation of this plan, approximately $14.9 million of net annualized reductions have been achieved.

[Michael Perica, CFO at Rimini Street]

For the third quarter, the reorganization charge associated with this cost optimization plan was $1.4 million. We expect to incur additional reorganization costs during the fourth quarter of 2024 as we continue to optimize our cost structure. Sales and marketing expenses, as a percentage of revenue, was 34.2% of revenue for the third quarter compared to 33.1% of revenue for the prior year third quarter. On a non-GAAP basis, which excludes stock-based compensation expense, sales and marketing expenses as a percentage of revenue was 33.6% for the third quarter compared to 32.4% of revenue for the prior year third quarter. General and administrative expenses as a percentage of revenue, excluding outside litigation costs, was 15.8% for the third quarter compared to 17.1% of revenue for the prior year third quarter.

[Michael Perica, CFO at Rimini Street]

On a non-GAAP basis, which excludes stock-based compensation expense and litigation costs, G&A was 14.6% of revenue for the third quarter compared to 15.4% of revenue for the prior year third quarter. The decline is due mostly to the cost optimization initiative we announced during our Q2 2024 earnings release. However, G&A expenses, as a percentage of revenue, are expected to remain elevated compared to our peers due in large part to the ongoing costs for in-house legal and compliance teams and other costs made necessary by our ongoing Oracle litigation and compliance activities. Professional fees and other costs of litigation was $879,000 for the third quarter compared to $2.1 million for the prior year third quarter.

[Michael Perica, CFO at Rimini Street]

As Seth addressed earlier, there was a litigation expense accrual of $58.5 million in the third quarter that represented the court-ordered reimbursement to Oracle for their attorney's fees and costs related to the Rimini II case. This amount was paid in full on October 22, 2024. Our non-GAAP operating margin, which excludes outside litigation spend and stock-based compensation, was 12.8% of revenue for the third quarter compared to 15.4% for the prior year third quarter. The net loss attributable to shareholders for the third quarter was negative $43.1 million or negative $0.47 per diluted share compared to the prior year third quarter net income of $0.08 per diluted share. On a non-GAAP basis, net income for the third quarter was $19.9 million or $0.22 per diluted share compared to the prior year third quarter of $0.13 per diluted share.

[Michael Perica, CFO at Rimini Street]

Adjusted EBITDA, defined in our press release, was $13.7 million for the third quarter or 13.1% of revenue compared to the prior year third quarter of 17% of revenue. We ended the third quarter, September 30, 2024, with a cash balance in short-term investments of $119.5 million compared to $128.1 million of cash in short-term investments for the prior year third quarter. On a cash flow basis, for the third quarter, operating cash flow decreased $18.5 million compared to the prior year quarter decrease of $8.1 million. Deferred revenue as of September 30, 2024, was $223.3 million compared to deferred revenue of $238.4 million from the prior year third quarter. Backlog, which included the sum of billed deferred revenue and non-cancelable future revenue, was $574.6 million as of September 30, 2024, compared to $550.1 million for the prior year third quarter.

[Michael Perica, CFO at Rimini Street]

As noted in our previous earnings call, the company announced that it would wind down services for Oracle PeopleSoft products and began the wind-down project in the third quarter. The wind-down includes the company's Rimini Support, Rimini Manage, and Rimini Consult services for Oracle PeopleSoft products. As the company provides services for Oracle PeopleSoft products to clients globally, the wind-down process is expected to take place over several phases. We expect significant reductions in Oracle PeopleSoft-related revenue over time, but it is still unclear when the company will be able to cease providing all Oracle PeopleSoft services. Revenue related to providing services for Oracle PeopleSoft products accounted for approximately $24.9 million or 8% of revenue for the first nine months ended September 30, 2024, and $27.6 million or 9% of revenue for the nine months ended September 30, 2023, respectively. Business outlook.

[Michael Perica, CFO at Rimini Street]

The company is continuing to suspend guidance as to future financial results until there is more clarity around impacts from current litigation activity before the U.S. federal courts in the company's ongoing litigation with Oracle. For additional information and disclosures regarding the company's litigation with Oracle, please see our disclosures in the company's quarterly report on Form 10-Q filed on October 30, 2024, with the U.S. Securities and Exchange Commission. This concludes our prepared remarks. Operator will now take questions.

[Operator]

Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press star followed by the number one on your touch-tone phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press star followed by the number two.

[Operator]

If you're using a speakerphone, please lift the handset before pressing any keys. Your first question comes from the line of Brian Kinstlinger from Alliance Global Partners. Your line is now open.

[Brian Kinstlinger, Analyst at Alliance Global Partners]

Great. Thanks. I got a handful of questions. The first, you highlighted the completed portion of your cost-cutting objectives, and you expect that to be completed by the end of the first quarter of next year, I think you said. So will the remainder be in the fourth quarter, or will some of that also occur in the first quarter of next year?

[Michael Perica, CFO at Rimini Street]

Brian, it's Michael here. We are planning and expect to complete the plan by the end of the current quarter, Q4, such that you should see in the first quarter of 2025 the appropriate comparison to the high watermark Q1 of 2024.

[Brian Kinstlinger, Analyst at Alliance Global Partners]

Okay, and then that was a long, a lot of jargon related to the ServiceNow partnership. Are you able to concisely describe what your role is? I was a bit confused. And then can you help size or manage expectations for this new offering in terms of short, medium, and long-term revenue objectives?

[Seth Ravin, CEO and President at Rimini Street]

Hey, Brian, Seth, of course you've got a bunch of questions. Listen, in terms of the ServiceNow, I know it's a lot. It's an important partnership. We have a combined set of products and services that we're going to bring together into a unique solution. The bottom line is Rimini Street's doing all the work. We have a ServiceNow team in our center of excellence that will deploy the ServiceNow layer over and above the Rimini Street products that we're supporting.

[Seth Ravin, CEO and President at Rimini Street]

So whether that's an SAP ERP or an Oracle ERP product, along with other enterprise products they're using, we'll put the ServiceNow layer over it. We will do all the work to connect and design the layer and the connectivity to all those other products while we're managing all that software underneath. So we're not changing our business. Our business is, think of a layered cake. First layer, we replace the vendor maintenance. The second layer, we run the systems with AMS, and we have security and interoperability and consulting and observability products. Then we now have the ServiceNow layer that goes over the top. Think of it as icing on the cake. But we're doing all the work, all the labor through our professional services, and the licenses will actually be sold directly by ServiceNow or one of their partners. We don't resell the licenses.

[Brian Kinstlinger, Analyst at Alliance Global Partners]

And in terms of the second half of that question, how fast is this ramp? Is it going to take a lot of time like some of your other solutions have? Is it going to be more quickly? How do you think about that?

[Seth Ravin, CEO and President at Rimini Street]

Well, I think we're going to move into it. It is a complicated set of pieces that have to come together. So I think that what you're going to look at is it'll take us the rest of this quarter. We're setting up environments. We're building out demo environments of the solution. That'll probably take through the rest of this quarter. But we are simultaneously already in the process with many different prospects of going through the architecture, beginning the sales process. Lots of interest already.

[Seth Ravin, CEO and President at Rimini Street]

We have a lot of inbound requests for people to learn more about the solution because it is getting a lot of airplay with the analysts, as you've seen from Constellation, Gartner, Forrester, some very, very nice comments about how we're quashing all the issues and challenges people had about moving to third-party support. Now we have the solution that jumps ahead of replacing ERP, goes ahead, gets to where people want in enterprise AI. We've got all sorts of things going on that are parts of solutions that are not the same as where they would get to just by going to an SAP RISE or another type of migration. So lots of good interest. So I think we're off and running in sales. I think you could see things happen as early as the end of the year or even early next year. Thanks.

[Brian Kinstlinger, Analyst at Alliance Global Partners]

Two more from you, and I'll get back in the queue. The first is when you've introduced new services, and you even alluded to this, it's had some pressure on your gross margin. Michael, can you talk about have you yet to hire? Do we see that in the third quarter for this new offering and/or VMware, and what might be the impact of these new businesses on your gross margin in the short term?

[Michael Perica, CFO at Rimini Street]

Brian, it is early in the investment. However, as I noted in my prepared remarks, we are managing our mix. We are managing our investment and the timing to make sure we can deliver an acceptable gross margin. However, your notion is accurate that typically in the earlier stages of new offerings, it does have a lower than the overall corporate average gross margin. Okay.

[Brian Kinstlinger, Analyst at Alliance Global Partners]

And then my last question relates to cash flow and EBITDA. You haven't made the payment to Oracle as it stands on the third quarter numbers. So I guess I'm wondering, excluding that, if I look at cash flow versus EBITDA, there is a major disconnect. So can you walk me through the challenges on cash flow over the last few quarters?

[Michael Perica, CFO at Rimini Street]

So, Brian, we see a typical pattern, and we have experienced that in calendar 2024 to date, where in the first half of the year, we typically generate, based on our cycle of our invoicing, contracts, etc., cash flow, and we burn in the second half of the year. Of course, as you've noted and you recognize, since the payment has gone out on a timely basis, that will be a drain to the current quarter cash flow.

[Brian Kinstlinger, Analyst at Alliance Global Partners]

Okay. Thanks.

[Michael Perica, CFO at Rimini Street]

Thanks, Brian.

[Operator]

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

[Jeff Van Rhee, Analyst at Craig-Hallum]

Great. Thanks, guys. A couple from me. First, Seth, on the billings number now, a couple quarters of good billings growth, I mean, positive numbers. Q4, obviously, you just referenced, Michael just referenced the seasonality. How do you? I know you're not going to give me a formal guide, but Q4 is a big billings quarter. Are we still looking at realistic scenarios where you can post another positive billings quarter?

[Seth Ravin, CEO and President at Rimini Street]

Well, I don't see anything that would be a reason we couldn't post a positive billings quarter. Of course, you look at where we've been over the last few quarters. Our focus is, of course, looking at sequential numbers based on quarterly ups and downs as we expect in seasonality.

[Seth Ravin, CEO and President at Rimini Street]

And I think that from a Q4 perspective, we've been pretty clear that our pipelines. We've been firm. You look back and what I've mentioned, the 19 deals and TCV over $1 million. I think that was some good numbers. I think we're seeing solid numbers. The number of offerings that we have creates the distribution of revenue opportunities. And I think from a global perspective, and I'm sure you noted that North America was listed in our prepared remarks as one of the areas where we saw growth in that 7.7% of billings. And as we all know, the story for Rimini Street has been a challenge over the last few years in North America. 50% of our revenue-generating engine not performing anywhere near where it needed to be, causing the kind of challenges we've had on the top line and, of course, the business growth.

[Seth Ravin, CEO and President at Rimini Street]

So the fact that North America, it's notable that we saw some good billings growth in North America in Q3.

[Jeff Van Rhee, Analyst at Craig-Hallum]

Yep. Fair enough. And then on retention, correct me if I'm wrong, but I think the retention number, while it was up, is a trailing 12-month number. So it gives you some read, but it tends to be a very serious lag. I know you had some churn events later in the year last year and into this year. Given that that number is kind of a trailing event, what did you see this quarter, and what are your customers telling you over the next few quarters, and what does that tell you about how this overall retention number is going to trend over the next several quarters?

[Seth Ravin, CEO and President at Rimini Street]

I think, Jeff, what we've seen is we indicated that in Q2 and that we saw a steadying of the number. That truly, we had a few one-time events that were pretty large in contracts that ended in the Q4 and Q1 period that we didn't see a trend analysis. Of course, that's what everyone was watching for. Was this the beginning of a downward slide in retention, or were these truly one-time some big bites that we had to take? I think we've proven over the last few quarters that that stability has held. That if you take our current revenue number for Q3 and you subtract out the revenue flow-through loss from that Q4, Q1, and you add in there the PeopleSoft wind down from the third quarter, we actually would have been positive in revenue growth for the quarter.

[Seth Ravin, CEO and President at Rimini Street]

So I think it's really important. And that's why we mentioned it in the prepared remarks. I think as we try to figure out how to express this, Jeff, going forward, we thought it was kind of helpful to break out sort of that flow-through from those one-time events in the renewal side, coupled with breaking out the PeopleSoft wind down so that you could see the true ongoing business. And if you did take those out, our numbers show we would have been a positive top-line growth for the quarter. And I think that's important. You add that plus the billings growth, and I think you get a better feel for the business. Of course, answering the question, is the business in a turnaround state? Have we bottomed, and are we moving ourselves back up the curve?

[Seth Ravin, CEO and President at Rimini Street]

I'd say we're mildly optimistic that we think we've made that turn. We're at the bottom plus up a little bit. I think that's what the numbers are showing us. Now we need to show that consistency coming into the fourth quarter to show we're trending, and it wasn't just a blip.

[Jeff Van Rhee, Analyst at Craig-Hallum]

Seth, how are you feeling on the sales front in terms of, I mean, obviously, you're pushing through some cost control measures, trying to drive margin, trying to drive cash flow. At the same time, you've been pretty aggressive on the sales hiring. Where do we go from here? Is this kind of a plateau? Does that hold its own? Does that number get thinned some? What are you thinking about sales headcount?

[Seth Ravin, CEO and President at Rimini Street]

The interesting thing about the numbers, Jeff, for the third quarter, we were nearly 100% QCC against sales. That's really good.

[Seth Ravin, CEO and President at Rimini Street]

The first half of the year, we were about 50% of QCC. So I think that, again, performance-wise, that shows we were right about the right number of sellers at 72, 73 heads. Some of those, of course, in ramping stage because they're new. But those numbers, I thought, felt really good. So we'll continue to watch that. We're going to squeeze the sales engine further. We believe we can get more leverage out of it. You saw the gross margin up on that side of the house over 60%. So I think we're seeing all the numbers and metrics are moving in the right direction. I think we've got a little trouble in Europe. We've got some trouble down in ANZ that we have to work on.

[Seth Ravin, CEO and President at Rimini Street]

But I just think the fact that we're seeing North America come up with some good numbers, some solid numbers, a complete change of leadership. Steve's doing a great job as CRO, really driving a sense of urgency through the sales force with a weekly commit culture. We've removed everybody who we thought was getting up at 9:30 A.M. and quitting at 3:30 P.M. I think we've really got a much more energetic, focused team with a lot more discipline. We moved Kevin Maddock back from leading the renewals team back to leading North America. When he last ran sales, we had 30% average growth, I'm sorry, above attainment, 130% attainment on the sales force. We're seeing good things with the discipline. He's returning to that team. So we've got a lot of things moving into position.

[Seth Ravin, CEO and President at Rimini Street]

And I think there's a reason to be optimistic that we are, in fact, either at bottom and slightly up from it, coming up the other side.

[Jeff Van Rhee, Analyst at Craig-Hallum]

And the last for me then on the ServiceNow, I think it was helpful to get a sense of the timeline. Based on the customers, you said you're in customer discussions. Talk about how fleshed out is this vision? Talk maybe in a little more detail about the customer's reaction. I mean, the vision's one thing, but what's the reaction been thus far?

[Seth Ravin, CEO and President at Rimini Street]

I think the reaction has been excellent. I've actually been out in many, many executive calls for two months. We've been working on this for, as we said, most of the third quarter. And we've been out positioning it unofficially for a couple months, and the response is excellent.

[Seth Ravin, CEO and President at Rimini Street]

The idea that people can jump ahead to enterprise AI, that they can get this single pane of view, a glass of the enterprise across systems and out of silos, and really, Jeff, one of the biggest reasons people move forward, besides pressure from the software vendors, to move forward with these huge, massive upgrade, rip, and replace projects, has been the fact that their users seem to believe that the systems are, quote, "old" because they don't like the UI. They're used to these modern phone UIs. They're used to being able to use mobile to do a lot of tasks and jobs. The world has changed since a lot of these software products were rolled out 10, 15 years ago. Functionally, they are absolutely excellent, and they can run for a long time.

[Seth Ravin, CEO and President at Rimini Street]

But if your users have this impression that it doesn't connect with them well at the user interface level, at the UX level, imagine if we can streamline that by putting the ServiceNow UX layer across the top. So they're working with this beautiful new UX that's got mobile capability. The users think they're working on a brand new system, but underneath it is the same system that doesn't have to be replaced. Think of it as remodeling the house. And so this is really interesting to customers because I can remodel your house. I can get you enterprise AI. I can give you enterprise-level workflow across systems. I can give you automation. I can give you all these things without having to do the big ERP upgrade.

[Seth Ravin, CEO and President at Rimini Street]

I can leapfrog you potentially five years ahead without all that risk, cost, and distraction and give you value five years faster than the other guys can and do even more than they will even when you're done with it. So this is why it's so interesting to clients. I think it's going to be a very significant opportunity. I think the number of thousands of clients just left, for example, that haven't even done an upgrade or a migration yet on SAP, all of those Oracle customers, and you may have noted that we mentioned Infor and Dynamics on Microsoft. These are a huge customer group that are interested in this.

[Jeff Van Rhee, Analyst at Craig-Hallum]

It's just unclear on the revenue model. The abstraction layer or the license for that piece that you're developing gets sold by somebody else. That's not relevant to you or revenue to you, I should say.

[Jeff Van Rhee, Analyst at Craig-Hallum]

So your revenue play is you're offering the support layer and the managed services layer. The abstraction layer is sold by somebody else, and then ServiceNow layers on top of that. Is that the right way to think about it?

[Seth Ravin, CEO and President at Rimini Street]

That's correct. They get the licenses. We're not involved in the licenses. And we do all the service and all the subscriptions, and we build it all and manage it all for years and years to come.

[Jeff Van Rhee, Analyst at Craig-Hallum]

Yeah. Okay. Great. I'll leave it there. Thank you.

[Seth Ravin, CEO and President at Rimini Street]

Sure.

[Operator]

As a reminder, if you have a question, please press star one on your telephone keypad. Your next question comes from the line of Derek Wood from TD Cowen. Your line is now open.

[Analyst at TD Cowen]

Hi, team. This is Jared on for Derek.

[Analyst at TD Cowen]

I was just curious if you could get a little more color on the impact from PeopleSoft in the quarter and then maybe some expectations for when the majority of this revenue winds down in the future.

[Seth Ravin, CEO and President at Rimini Street]

Yeah. Good question there, and good to have you on the call too. We're also looking at understanding the tail and how this will wind down over time. We do have a substantial number of contracts, I think, as we said, somewhere around 170 contracts, all with varying lengths of commitment. And that's why we said we're not really sure yet when we're going to be able to say we will completely stop servicing a PeopleSoft product. However, we did shut off when we made the announcement. We shut off taking on generally new clients and new PeopleSoft business. So that was the first phase.

[Seth Ravin, CEO and President at Rimini Street]

Second phase was working with and contacting all the clients to let them know that we want to be in a wind down phase, start talking to them about what their plans are about moving. Of course, a number of them already have next-generation thoughts on where they might go. And beginning that dialogue, and we've been doing that. So everyone's been notified of our intent and desire to wind down the line. But no, I cannot give you an exact revenue falloff rate or waterfall when that revenue will fall. We just don't know yet. Different customers, very different plans. And a lot of them didn't have plans to make movements yet. And so we're just beginning those discussions and talking about how we can help them accelerate or make those adjustments.

[Analyst at TD Cowen]

Okay. I appreciate that color.

[Analyst at TD Cowen]

And then on the VMware business, how is this going relative to your initial expectations? And maybe walk us through the Alcatel-Lucent win, what drove them to select Rimini, and maybe some of the cost advantages from this solution compared to maybe your SAP or other solutions. Thank you.

[Seth Ravin, CEO and President at Rimini Street]

Sure. So the VMware is off and running. Again, nice pipeline with that business. It takes a while. I mean, this is an important layer in the IT structure. And because it's a mission-critical layer, we have to go through a lot of discussions with the customers. We have to go through with their engineering teams. And we're spending just as much time helping them try to understand what are their options. Again, in a lot of ways, we're helping them buy time and optionality in order to do a few different things.

[Seth Ravin, CEO and President at Rimini Street]

One, potentially renegotiate with VMware eventually regarding their licenses. That's one option. Second, looking at other options like Nutanix and other solutions. The problem is for some of these clients, they're so large and they use so many thousands of copies of VMware. They have to go through a testing cycle, a POC cycle to prove out any of these other solutions to make sure they're comfortable, and that is a process of building test environments, running those tasks, then if you choose one, then you're going to have to negotiate contracts. Deployment could take a while. It could take a few years to make a change to a different platform, so we're offering up to five years right now initially for customers to have this opportunity to just get out from underneath being forced into a massive contract price increase that includes a change to subscription.

[Seth Ravin, CEO and President at Rimini Street]

Some customers are getting bills reportedly 10-12 times what they were paying before, and we're offering to do it for the same price that they're paying right now, and so it's going well. We're supporting customers in all continents today, all the way up to banks and financial institutions, so we're working in all different types of industries, and it's going very well. Customers are very happy with the service.

[Analyst at TD Cowen]

That's awesome. Good to hear all that color, and then last one from me. I thought it was encouraging to see the 90 new clients quarter over quarter. Just any callouts you want to make on what's driving that strength?

[Seth Ravin, CEO and President at Rimini Street]

Well, I think, again, a new focus back on new logos.

[Seth Ravin, CEO and President at Rimini Street]

And I think we talked in prior calls about the challenge when you open up a whole bunch of new services and you put those in your sales rep's bag. It's very common for them to want to take those, and now they run back to all the existing customers wanting to cross-sell all those new services that they didn't have before. Because we all know that cross-sell traditionally is an easier sale than going out and getting a new client. And so people follow easier money, and the sales reps did exactly that. They went and they were spending a lot of time, too much time, trying to cross-sell the existing client base with new services. Okay, that's nice. But the problem is that was at the cost of going out and getting new logos. And so we've put a bunch of new things in place.

[Seth Ravin, CEO and President at Rimini Street]

In fact, we just changed the sales force so that we've restructured our go-to-market, where in North America, the field sales force is only going to focus on new logos. Once they sell a deal, it goes over to the new team, the farming team, which will then take it from there, and they will do the cross-sells going forward. So that is a huge change. We are determined to get back to driving large new logo acquisition, and we've done that by adopting a split sales team where that field sales team is only going to focus on new logos.

[Analyst at TD Cowen]

Awesome. Appreciate all the color.

[Operator]

There are no further questions at this time. I will now turn the call back to Seth Ravin. Please continue.

[Seth Ravin, CEO and President at Rimini Street]

Great. Thank you, everybody, for joining us for the call. We appreciate that and look forward to any further questions.

[Seth Ravin, CEO and President at Rimini Street]

Please do get them over to Dean Pohl, our head of IR. You can do that following the instructions on the website. Once again, just always our thoughts with those in conflict zones and those having to really be in a real challenging environment. There are many in harm's way, and our thoughts are always with them as we're lucky enough, most of us, to not be in that position. So thank you very much and have a great day, everybody.

[Operator]

Thank you. Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.

Participants

Executives

• Dean Pohl, VP Treasurer and Investor Relations
• Seth Ravin, CEO and President
• Michael Perica, CFO

Analysts

• Brian Kinstlinger, Analyst at Alliance Global Partners
• Jeff Van Rhee, Analyst at Craig-Hallum
• Analyst at TD Cowen