COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES 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. For the three months ended June 30, 2023 and 2022, the Company’s matching contributions to these plans totaled $0.8 million and $1.1 million, respectively. For the six months ended June 30, 2023 and 2022, the Company’s matching contributions to these plans totaled $1.7 million and $2.0 million, 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 and President, 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 a 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. Rimini I Injunction Proceedings Since November 2018, the Company has been subject to a permanent injunction (the “Rimini I Injunction”) prohibiting it from using certain support processes that had been found in Rimini I to “innocently” infringe certain Oracle copyrights. The Rimini I 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. In July 2020, Oracle filed a motion to show cause contending that the Company was in violation of the Rimini I Injunction, and the Company opposed this motion, disputing Oracle’s claims. In January 2022, the District Court issued its findings and order following an evidentiary hearing held in September 2021 regarding whether the Company (i) violated the Rimini I Injunction for certain accused conduct and (ii) should be held in contempt in those instances where the District Court found a violation of the Rimini I Injunction, and what sanctions, if any, are appropriate. In the order, the District Court ruled in favor of the Company with respect to five of the items. With respect to the other five items, the District Court found the Company violated the Rimini I Injunction, awarded sanctions to Oracle of $0.6 million and ordered that certain computer files be quarantined from use and notice and proof of such quarantining be provided to Oracle. The District Court also ruled that Oracle may recover its reasonable attorneys’ fees and costs. The Company reserved all rights, including appellate rights, with respect to the District Court rulings and findings. In February 2022, Rimini filed a notice of appeal in the District Court, commencing an appeal of the District Court’s January 2022 decision to the Ninth Circuit Court of Appeals (“Court of Appeals”). Shortly thereafter, the District Court stayed the briefing on Oracle’s bill of attorneys’ fees and costs until Rimini’s appeal is resolved. Briefing on Rimini’s appeal has been completed. Oral argument on the appeal was held in San Francisco in February 2023, and the Court of Appeals has not yet issued a decision on the appeal. At this time, the Company believes that it is in substantial compliance with the Rimini I Injunction and has complied with the order regarding the quarantining of certain computer files. As of June 30, 2023 and December 31, 2022, the Company had accrued $6.9 million, respectively, as an estimate related to reasonable attorneys’ fees and costs. During the six months ended June 30, 2022, the Company paid $0.6 million to Oracle for the sanctions award. Regarding the Company’s estimate for reasonable attorneys’ fees and costs, significant judgment is required to determine the amount of loss related to this matter as the outcome is inherently unpredictable and subject to uncertainties. 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, did not infringe certain Oracle copyrights (“Rimini II”). The Company’s operative complaint asserted declaratory judgment, tort, and statutory claims, including a request for injunctive relief against Oracle for unfair competition in violation of the California Unfair Competition Law. Oracle’s operative counterclaim asserted declaratory judgment and copyright infringement claims, including violations of the Digital Millennium Copyright Act (“DMCA”), and Lanham Act, breach of contract, and business tort violations with respect to PeopleSoft and other Oracle-branded products, including J.D. Edwards, Siebel, Oracle Database and Oracle E-Business Suite (“EBS”). During a status conference with the District Court in mid-October 2022, attorneys for Oracle confirmed that Oracle would withdraw all of its monetary damages claims against the Company and the Company’s CEO and President, Mr. Ravin in Rimini II and proceed with a bench trial instead of a jury trial for its claims for equitable relief. The District Court entered an order on October 24, 2022, dismissing with prejudice Oracle’s claims in Rimini II “for monetary relief of any kind under any legal theory [,] including but not limited to claims for damages, restitution, unjust enrichment, and engorgement [ . . . ].” In addition, Oracle’s claims for breach of contract, inducing breach of contract and an accounting, were dismissed with prejudice, meaning that the claims (including for monetary damages) have been dismissed on their merits and that the judgement rendered is final. When claims have been dismissed with prejudice, a litigant is prohibited from bringing a future court action on the same claims. Prior to the date of the District Court’s order dismissing with prejudice all of Oracle’s claims for monetary relief, no damages of any kind were awarded by the District Court in Rimini II. The parties each reserved the right to seek attorneys’ fees and/or costs to the extent permissible by law. The Rimini II bench trial began in Las Vegas on November 29, 2022 and concluded on December 15, 2022. The parties submitted their proposed findings of fact and conclusions of law to the District Court in February 2023. Subsequent Event On July 24, 2023, the District Court issued its findings of fact and conclusions of law in Rimini II, accompanied by a permanent injunction against the Company (the “Rimini II Injunction”). The District Court found infringement as to Oracle’s PeopleSoft and Oracle Database products but did not find infringement as to Oracle’s EBS, Siebel and J.D. Edwards products, further ordering that the Company was entitled to a declaration of non-infringement for Oracle’s EBS product. The District Court also found that Oracle could not obtain injunctive relief for the Oracle Database product since it had not requested such relief in the proposed injunction that it submitted to the District Court. The District Court also found in favor of Oracle on its DMCA and Lanham Act claims, and on indirect and vicarious copyright infringement claims against the Company’s CEO and President, Mr. Ravin. The District Court denied the Company’s California Unfair Competition Law claim and other declaratory judgment claims. The Rimini II Injunction is primarily directed at Oracle’s PeopleSoft software product. The Rimini II Injunction currently limits, but does not fully prohibit, the support services the Company can provide its clients using Oracle’s PeopleSoft software product. The percentage of revenue derived from support services the Company provides solely for Oracle’s PeopleSoft software product was approximately 8% of the Company’s total revenue during the fiscal second quarter of 2023. The Rimini II Injunction requires the Company to immediately and permanently delete certain PeopleSoft software environments, files and updates identified in the Injunction, as well as to delete and immediately and permanently discontinue use of certain Company-created automated tools. The Rimini II Injunction also specifies that the Company shall not remove, alter or omit any Oracle copyright notices or other Oracle copyright management information from any file that contains an Oracle copyright notice. Finally, the Rimini II Injunction prohibits the Company from publicly making statements or statements substantially similar to those the District Court found to be “false and misleading,” which are listed in the Rimini II Injunction. In connection therewith, no later than August 23, 2023, the Company is required to issue a corrective press release (in a form prescribed by the District Court) regarding these “false and misleading statements” and maintain a copy of this press release on its public website for at least five years. The Company is also required to certify in writing no later than September 22, 2023, the manner and form in which it has complied with the Rimini II Injunction. On July 25, 2023, the Company filed a notice of appeal in the District Court, commencing an appeal of the District Court’s July 24, 2023 decision and the Rimini II Injunction. On July 28, 2023, the Company filed an emergency motion with the District Court to stay enforcement of the Rimini II Injunction pending its appeal. On July 30, 2023, the District Court issued an order setting an expedited briefing schedule for Rimini’s emergency stay motion, with Oracle’s response due by August 7, 2023 and the Company’s reply due by August 11, 2023. While the Company plans to continue to vigorously pursue a stay of the Rimini II Injunction and its appeal, it is unable to predict the timing or outcome of these matters. No assurance is or can be given that the Company will succeed in its efforts to stay the Rimini II Injunction or prevail in all or part of its appeal. There were no monetary damages included in the District Court’s ruling and findings in Rimini II. To date, Oracle has not filed a motion with the District Court seeking attorneys’ fees and costs. Therefore, we do not believe that Oracle’s attorneys’ fees and costs are estimatable or probable at this time. The Company maintains that Oracle should not be permitted to recover any of its attorneys’ fees and/or costs, but the Company also reserves its right to seek recovery of its attorneys’ fees and/or costs. A decision about whether to award any attorneys’ fees and/or costs to either party, and if so, the amounts, will be made by the District Court. The change to how certain support services are delivered by the Company to clients receiving support for Oracle’s PeopleSoft products will likely result in additional future period costs to comply with the Rimini II Injunction. However, these costs are not currently estimatable and are not required to be recorded as of June 30, 2023. Accordingly, the Company has made no associated accrual as of June 30, 2023. Any adverse outcome could have a material impact on the Company’s financial position, results of operations and cash flows. The Company reserves all rights, including appellate rights, with respect to the District Court’s rulings and findings in Rimini II and the Rimini II Injunction, including any award of attorneys’ fees and costs to Oracle. 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 estimatable 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 $13.7 million and $8.1 million as of June 30, 2023 and December 31, 2022, 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. |