Rimini Street (RMNI) 10-Q 2 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Apr. 30, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-37397
Entity Registrant Name	Rimini Street, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4880301
Entity Address, Address Line One	1700 S. Pavilion Center Drive
Entity Address, Address Line Two	Suite 330
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89135
City Area Code	(702)
Local Phone Number	839-9671
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		90,410
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001635282
Current Fiscal Year End Date	--12-31
Common Stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	RMNI
Security Exchange Name	NASDAQ

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 129,005	$ 115,424
Restricted cash	428	428
Accounts receivable, net of allowance of $629 and $656, respectively	78,785	119,430
Deferred contract costs, current	17,215	17,934
Short-term investments	0	9,826
Prepaid expenses and other	22,948	25,647
Total current assets	248,381	288,689
Long-term assets:
Property and equipment, net of accumulated depreciation and amortization of $19,030 and $18,231, respectively	10,713	10,496
Operating lease right-of-use assets	5,257	5,941
Deferred contract costs, noncurrent	21,769	23,559
Deposits and other	5,506	6,109
Deferred income taxes, net	59,569	59,002
Total assets	351,195	393,796
Current liabilities:
Current maturities of long-term debt	5,914	5,912
Accounts payable	3,612	5,997
Accrued compensation, benefits and commissions	31,005	38,961
Other accrued liabilities	17,959	18,128
Operating lease liabilities, current	4,357	4,321
Deferred revenue, current	229,988	263,115
Total current liabilities	292,835	336,434
Long-term liabilities:
Long-term debt, net of current maturities	62,781	64,228
Deferred revenue, noncurrent	24,318	23,859
Operating lease liabilities, noncurrent	5,815	6,841
Other long-term liabilities	1,758	1,930
Total liabilities	387,507	433,292
Commitments and contingencies (Note 8)
Stockholders’ deficit:
Preferred stock; $0.0001 par value. Authorized 99,820 (excluding 180 shares of Series A Preferred Stock) no other series has been designated	0	0
Common stock; $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding 89,931 and 89,595 shares, respectively	9	9
Additional paid-in capital	170,546	167,988
Accumulated other comprehensive loss	(4,858)	(4,167)
Accumulated deficit	(200,893)	(202,210)
Treasury stock, at cost	(1,116)	(1,116)
Total stockholders' deficit	(36,312)	(39,496)
Total liabilities and stockholders' deficit	$ 351,195	$ 393,796

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 629	$ 656
Accumulated depreciation and amortization	$ 19,030	$ 18,231
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (shares)	99,820,000	99,820,000
Series A preferred stock, shares authorized (shares)	180,000	180,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (shares)	89,931,000	89,595,000
Common stock, shares outstanding (shares)	89,931,000	89,595,000

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 106,745	$ 105,512
Cost of revenue	42,914	39,343
Gross profit	63,831	66,169
Operating expenses:
Sales and marketing	39,141	34,479
General and administrative	18,401	18,227
Reorganization costs	0	59
Litigation costs and related recoveries:
Professional fees and other costs of litigation	2,926	2,719
Litigation costs and related recoveries, net	2,926	2,719
Total operating expenses	60,468	55,484
Operating income	3,363	10,685
Non-operating income and (expenses):
Interest expense	(1,341)	(1,339)
Other income (expenses), net	964	528
Income before income taxes	2,986	9,874
Income taxes	(1,669)	(4,235)
Net income	1,317	5,639
Other comprehensive income
Foreign currency translation gain (loss)	(991)	139
Derivative instrument and other adjustments, net of tax	300	(775)
Comprehensive income	626	5,003
Net income attributable to common stockholders	$ 1,317	$ 5,639
Net income per share attributable to common stockholders:
Basic (in dollars per share)	$ 0.01	$ 0.06
Diluted (in dollars per share)	$ 0.01	$ 0.06
Weighted average number of shares of Common Stock outstanding:
Weighted average number of shares outstanding, basic (shares)	89,754	88,690
Weighted average number of shares outstanding, diluted (shares)	90,560	89,061

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Treasury Stock
Beginning balance (shares) at Dec. 31, 2022		88,517
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options for cash (shares)		54
Restricted stock units vested (shares)		312
Ending balance (shares) at Mar. 31, 2023		88,883
Stockholders' deficit, beginning of period at Dec. 31, 2022	$ (77,170)	$ 9	$ 156,401	$ (4,195)	$ (228,269)	$ (1,116)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation expense			1,976
Exercise of stock options for cash		0	72
Restricted stock units vested		0	0
Other comprehensive loss				(636)
Net income	5,639				5,639
Stockholders' deficit, end of period at Mar. 31, 2023	(70,119)	$ 9	158,449	(4,831)	(222,630)	(1,116)
Beginning balance (shares) at Dec. 31, 2023		89,595
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options for cash (shares)		0
Restricted stock units vested (shares)		336
Ending balance (shares) at Mar. 31, 2024		89,931
Stockholders' deficit, beginning of period at Dec. 31, 2023	(39,496)	$ 9	167,988	(4,167)	(202,210)	(1,116)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation expense			2,558
Exercise of stock options for cash		0	0
Restricted stock units vested		0	0
Other comprehensive loss				(691)
Net income	1,317				1,317
Stockholders' deficit, end of period at Mar. 31, 2024	$ (36,312)	$ 9	$ 170,546	$ (4,858)	$ (200,893)	$ (1,116)

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 1,317	$ 5,639
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	2,558	1,976
Depreciation and amortization	873	613
Accretion and amortization of debt discount and issuance costs	243	240
Deferred income taxes	(759)	496
Amortization and accretion related to operating right of use assets	1,112	1,147
Changes in operating assets and liabilities:
Accounts receivable	39,763	26,945
Prepaid expenses, deposits and other	3,517	(425)
Deferred contract costs	2,509	1,427
Accounts payable	(2,342)	(2,087)
Accrued compensation, benefits, commissions and other liabilities	(8,422)	(14,844)
Deferred revenue	(29,281)	(12,484)
Net cash provided by operating activities	11,088	8,643
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital expenditures	(1,172)	(1,029)
Payment for purchases of investments	(7,458)	(7,713)
Proceeds from sale of investments	17,284	8,396
Net cash provided by (used in) investing activities	8,654	(346)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on the Original Credit Facility	(1,688)	(1,125)
Principal payments on capital leases	(87)	(47)
Proceeds from exercise of employee stock options	0	71
Net cash used in financing activities	(1,775)	(1,101)
Effect of foreign currency translation changes	(4,386)	(35)
Net change in cash, cash equivalents and restricted cash	13,581	7,161
Cash, cash equivalents and restricted cash at beginning of period	115,852	109,434
Cash, cash equivalents and restricted cash at end of period	129,433	116,595
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	1,068	1,112
Cash paid for income taxes	502	2,794
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Increase in payables for capital expenditures	$ 7	$ 0

NATURE OF BUSINESS AND BASIS OF

NATURE OF BUSINESS AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF BUSINESS AND BASIS OF PRESENTATION	NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Business Rimini Street, Inc. (the “Company”) is a global provider of end-to-end enterprise software support, products and services. The Company offers a comprehensive family of unified solutions to run, manage, support, customize, configure, connect, protect, monitor, and optimize clients’ enterprise application, database, and technology software platforms. 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, 2023, included in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC on February 28, 2024 (the “2023 Form 10-K”). The accompanying Unaudited Condensed Consolidated Balance Sheet and related disclosures as of December 31, 2023 have been derived from the Company’s audited financial statements. The Company’s financial condition as of March 31, 2024, and operating results for the three months ended March 31, 2024, 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, 2024.

LIQUIDITY AND SIGNIFICANT ACCOU

LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES	LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES Liquidity As of March 31, 2024, the Company’s current liabilities exceeded its current assets by $44.5 million, and the Company recorded net income of $1.3 million for the three months ended March 31, 2024. As of March 31, 2024, the Company had available cash, cash equivalents and restricted cash of $129.4 million. As of March 31, 2024, the Company’s current liabilities included $230.0 million of deferred revenue whereby the historical costs of fulfilling the Company's commitments to provide services to its clients was approximately 40% of the related deferred revenue for the three months ended March 31, 2024. In 2021, the Company entered into a five-year term loan of $90 million (the “Original Credit Facility”). Annual minimum principal payments over the five-year term for the Original Credit Facility are 5%, 5%, 7.5%, 7.5% and 10%, respectively, with the remaining balance due at the end of the term. See Note 5 for further information regarding the Company's Original Credit Facility. 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 $5.5 million. During the first quarter of 2024, the global economy continued to experience interest rate and inflationary pressures, geopolitical conflicts, global supply chain issues, a rise in energy prices and the continuing effects of fiscal and monetary policies adopted by governments. Assuming the Company’s ability to operate continues not to be significantly adversely impacted by the related changes in the macroeconomic environment, geopolitical pressures, or the litigation matters described in Note 8, 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 Original Credit Facility repayments, working capital needs, capital expenditures and other contractual obligations for at least 12 months from the issuance date of these financial statements. 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 accounting estimates include, but are not necessarily limited to, valuation of 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 operations may be affected. Recent Accounting Pronouncements Recently Adopted Standards. The following accounting standards will be adopted during fiscal year 2024: In November 2023, the FASB issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures.” The guidance expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company will be adopting this guidance for the year ending December 31, 2024 and is still assessing the impact on the disclosures to its Consolidated Financial Statements.

DEFERRED CONTRACT COSTS AND DEF

DEFERRED CONTRACT COSTS AND DEFERRED REVENUE	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
DEFERRED CONTRACT COSTS AND DEFERRED REVENUE	DEFERRED CONTRACT COSTS AND DEFERRED REVENUE Activity for deferred contract costs consisted of the following (in thousands): Three Months Ended 2024 2023 Deferred contract costs, current and noncurrent, as of the beginning of period $ 41,493 $ 40,726 Capitalized commissions during the period 2,504 3,162 Amortized deferred contract costs during the period (5,013) (4,589) Deferred contract costs, current and noncurrent, as of the end of period $ 38,984 $ 39,299 Deferred revenue activity consisted of the following (in thousands): Three Months Ended 2024 2023 Deferred revenue, current and noncurrent, as of the beginning of period $ 286,974 $ 299,921 Billings, net 74,077 92,972 Revenue recognized (106,745) (105,512) Deferred revenue, current and noncurrent, as of the end of period $ 254,306 $ 287,381 The Company’s remaining performance obligations represent all future non-cancellable revenue under contract that has not yet been recognized as revenue and includes deferred revenue and unbilled amounts. As of March 31, 2024, remaining performance obligations amounted to $556.9 million, of which $254.3 million was billed and recorded as deferred revenue. As of March 31, 2023, remaining performance obligations amounted to $556.1 million, of which $287.4 million was billed and recorded as deferred revenue. Deferred revenue is a contract liability that consists of billings issued that are non-cancellable and payments received in advance of revenue recognition. The Company typically invoices its customers at the beginning of the contract term, in annual and multi-year installments. Deferred revenue is recognized as the Company satisfies its performance obligations over the term of the contracted service period. The Company expects to recognize revenue on approximately $230.0 million of the billed remaining performance obligations over the next 12 months, with the remaining deferred revenue balance recognized thereafter.

OTHER FINANCIAL INFORMATION

OTHER FINANCIAL INFORMATION	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
OTHER FINANCIAL INFORMATION	OTHER FINANCIAL INFORMATION Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 Accrued sales and other taxes $ 7,158 $ 7,963 Accrued professional fees 4,351 3,551 Current maturities of capital lease obligations 367 360 Income taxes payable 968 1,771 Accrued litigation settlement costs 82 82 Other accrued expenses 5,033 4,401 Total other accrued liabilities $ 17,959 $ 18,128

DEBT

DEBT	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
DEBT	DEBT Debt is presented net of debt discounts and issuance costs in the Company's balance sheets and consisted of the following (in thousands): March 31, December 31, 2024 2023 Original Credit Facility $ 68,695 $ 70,140 Less current maturities (5,914) (5,912) Long-term debt, net of current maturities $ 62,781 $ 64,228 For the three months ended March 31, 2024 and 2023, the Company made quarterly principal payments under the Original Credit Facility totaling $1.7 million and $1.1 million, respectively. In February 2023, the Company amended its Original Credit Facility. The amendment implemented, among other things, certain changes in the reference rate from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). As of February 28, 2023, the Company has a choice of interest rates between (a) Adjusted Term SOFR and (b) Base Rate (as defined in the Original Credit Facility), in each case plus an applicable margin. The applicable margin remains the same as the existing Credit Agreement and is based on the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) and whether the Company elects Adjusted Term SOFR (ranging from 1.75 to 2.50%) or Base Rate (ranging from 0.75 to 1.50%). For the three months ended March 31, 2024 and 2023, the average interest rate on the Original Credit Facility was 7.20% and 6.31%, respectively. The fair value of the Original Credit Facility was $73.5 million (Level 2 inputs) as of March 31, 2024 compared to the carrying value of $70.6 million as of March 31, 2024. The fair value of the Original Credit Facility was $73.1 million (Level 2 inputs) as of December 31, 2023 compared to the carrying value of $72.3 million as of December 31, 2023. The Original Credit Facility contains certain financial covenants, including a minimum fixed charge coverage ratio greater than 1.25, a total leverage ratio less than 3.75, and a minimum liquidity balance of at least $20 million in U.S. cash. Annual minimum principal payments over the five-year term for the Original Credit Facility are 5%, 5%, 7.5%, 7.5%, and 10%, respectively, with the remaining balance due at the end of the term. Pursuant to a Guaranty and Security Agreement, dated July 2, 2021 (the “Guaranty and Security Agreement”), among the Credit Parties and Capital One, National Association, as agent, the obligations under the Original Credit Facility are guaranteed by certain of the Company’s subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”) and are secured, subject to customary permitted liens and exceptions, by a lien on substantially all assets of the Credit Parties. On May 18, 2022, the Company entered into an interest rate swap agreement with a notional value of $40.0 million, with a fixed payer LIBOR rate of 2.9935% and an initial floating LIBOR rate of 0.93557%. The floating rate is reset at each month end and had an embedded floor rate of 0.0%. The term of the interest rate swap agreement coincides with that of the Original Credit Facility. See Note 11 for further information regarding the fair value accounting for the interest rate swap agreement. Effective February 28, 2023, the interest rate swap agreement was amended in connection with the amendment of the Original Credit Facility to implement certain changes in the reference rate from LIBOR to SOFR. In May 2022, the Company also amended the Original Credit Facility to increase the aggregate value of the Common Stock shares that can be repurchased by the Company to $50 million during the term of the Original Credit Facility. In July 2021, the Company received $89.3 million of net proceeds pursuant to the Original Credit Facility. The borrowings under the Original Credit Facility were discounted at 0.375%. As part of the transaction, the Company incurred issuance costs of $4.2 million, which were capitalized and are being amortized over the term of the Original Credit Facility. Based on voluntary prepayments made to date under the Original Credit Facility, the Company currently has $40 million in incremental borrowings available for future use, subject to the terms of the Original Credit Facility. Subsequent Event On April 30, 2024, the Company refinanced its Original Credit Facility, which had an outstanding principal balance of $70.9 million, with a new five-year senior secured credit facility (“2024 Credit Facility”) consisting of a $75.0 million term loan and a $35.0 million revolving line of credit. For the term loan, the Company has a choice of interest rates between (a) SOFR and (b) a Base Rate (as defined in the 2024 Credit Facility), in each case plus an applicable margin. The applicable margin is based on the Company’s Consolidated Total Leverage Ratio (as defined in the 2024 Credit Facility) and whether the Company elects SOFR (ranging from 2.75% to 3.5%) or Base Rate (ranging from 1.75% to 2.5%). The revolving line of credit bears interest on the unused portion of the credit line at rates of 25 to 40 basis points, depending on the Company’s Consolidated Total Leverage Ratio. Annual minimum principal payments over the five-year term for the 2024 Credit Facility are 5%, 5%, 7.5%, 7.5%, and 10%, respectively, with the remaining balance due at the end of the original term. Pursuant to a Guaranty and Security Agreement, dated April 30, 2024, among the Credit Parties and Capital One, National Association, as agent (the “2024 Guaranty and Security Agreement”), the obligations under the 2024 Credit Facility are guaranteed by certain of the Company’s subsidiaries and are secured, subject to customary permitted liens and exceptions, by a lien on substantially all assets of the Credit Parties. Copies of the 2024 Credit Facility and the 2024 Guaranty and Security Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Report, the terms of which are incorporated herein by reference. Effective April 30, 2024, the interest rate swap agreement was amended in connection with the 2024 Credit Facility to match the new five-year term. Interest Expense The components of interest expense are presented below (in thousands): Three Months Ended March 31, 2024 2023 Original Credit Facility: Interest expense $ 1,081 $ 1,078 Accretion expense related to discount and issuance costs 243 240 Interest on finance leases 17 21 $ 1,341 $ 1,339

COMMON STOCK OFFERING, RESTRICT

COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS	COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS Common Stock Retired On May 28, 2022, the Board of Directors authorized an increase to the Company’s previously announced Common Stock repurchase program to increase the value of the shares that could be acquired by the Company from up to $15.0 million over two years to up to $50.0 million over four years, subject to compliance with the Company’s Original Credit Facility, provided that all other applicable conditions and legal requirements are satisfied. On February 27, 2022, the Board of Directors approved the adoption of a stock repurchase program to acquire up to $15.0 million of the Company’s Common Stock both on the open market and in privately negotiated transactions, including through Rule 10b5-1 plans, through March 4, 2024, subject to compliance with the Company's Original Credit Facility, which was amended effective January 14, 2022 to increase the aggregate value of the shares of Common Stock that could be acquired by the Company to no greater than $15.0 million during the term of the Original Credit Facility, provided that all other applicable conditions and legal requirements are satisfied. During the three months ended March 31, 2024 and 2023, the Company did not acquire any shares of its Common Stock on the open market. Stock Plans The Company’s stock 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, 2024, pursuant to the “evergreen” provisions of the 2013 Plan, the Board of Directors authorized an increase of approximately 3.6 million shares available for grant under the 2013 Plan. On March 31, 2023, the Company’s Board of Directors, approved the Company’s 2023 Long-Term Incentive Plan (the “2023 LTI Plan”), consisting of awards of performance units (“PSUs”), restricted stock units (“RSUs”) and stock options to purchase shares of the Company’s Common Stock under the terms of the Company’s 2013 Plan, as amended, effective April 3, 2023. 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, 2023, included in Part II, Item 8 of the 2023 Form 10-K. The information presented below provides an update for activity under the Stock Plans for the three months ended March 31, 2024. Performance Units The PSUs awarded under the 2023 LTI Plan (the “Target PSUs”) were measured over a performance period beginning on January 1, 2023 and ending on December 31, 2023 (the “Performance Period”), but will remain subject to a continued service-based vesting requirement. Half of the PSUs awarded are eligible to vest based on the Company’s achievement against a target adjusted EBITDA goal for fiscal year 2023, and the remaining half of the PSUs awarded will be eligible to vest based on the Company’s achievement against a target total revenue goal for fiscal year 2023. The ultimate number of PSUs that may vest (as calculated, the “Earned PSUs”) range from zero to 200% of the Target PSUs. The Earned PSUs under the April 3, 2023 grant were earned at 151%. Under the terms of the 2023 LTI Plan, the Earned PSUs will vest in equal annual installments on the first, second and third anniversaries of the Date of Grant, generally subject to the awardee continuing to be a Service Provider through the applicable vesting date. The Company granted no PSUs for the three months ended March 31, 2024. The Company recognized compensation expense related to PSUs of $0.6 million for the three months ended March 31, 2024. As of March 31, 2024, the unrecognized expense of $1.3 million net of forfeitures is expected to be charged to expense on a graded basis as the PSUs vest over a weighted-average period of approximately 1 year. Restricted Stock Units For the three months ended March 31, 2024, the Board of Directors granted RSUs under the 2013 Plan to employees for an aggregate of approximately 0.2 million shares of Common Stock. RSU grants 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 $3.12 per share, the aggregate fair value for the shares underlying the RSUs amounted to $0.8 million as of the grant date that will be recognized as compensation cost over the vesting period. For the three months ended March 31, 2024 and 2023, the Company recognized compensation expense related to RSUs of approximately $1.2 million and $1.4 million, respectively. As of March 31, 2024, the unrecognized expense of $4.6 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 1.4 years. Stock Options For the three months ended March 31, 2024, the Board of Directors granted stock options for the purchase of an aggregate of approximately 0.2 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. Options granted to employees generally vest as to one-third of the shares subject to the award on each anniversary of the designated vesting commencement date, which may precede the grant date of such award, 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, 2024 (shares in thousands): Shares Price (1) Term (2) Outstanding, December 31, 2023 7,800 $ 5.77 5.9 Granted 184 3.11 Forfeited (108) 5.29 Expired (406) 5.35 Outstanding, March 31, 2024 (3)(4) 7,470 5.73 6.0 Vested, March 31, 2024 (3) 4,729 6.38 4.4 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire in years. (3) As of March 31, 2024, the aggregate intrinsic value of all stock options outstanding was $0.1 million. As of March 31, 2024, the aggregate intrinsic value of vested stock options was $5 thousand. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.3 million shares as of March 31, 2024. The aggregate fair value of approximately 0.2 million stock options granted for the three months ended March 31, 2024 amounted to $0.4 million, or $1.92 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, 2024, 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 Volatility 64% Dividend yield 0% Risk-free interest rate 4.06% Fair value per share of Common Stock on date of grant $3.11 As of March 31, 2024 and December 31, 2023, total unrecognized compensation costs related to unvested stock options, net of estimated forfeitures, was $4.0 million and $4.6 million, respectively. As of March 31, 2024, the unrecognized costs are expected to be charged to expense on a straight-line basis over a weighted-average vesting period of approximately 1.8 years. Shares Available for Grant The following table presents activity affecting the total number of shares available for grant under the 2013 Plan for the three months ended March 31, 2024 (in thousands): Available, December 31, 2023 8,481 Newly authorized by Board of Directors 3,584 Stock options granted (184) RSUs and PSUs granted (248) Expired options under Stock Plans 406 Forfeited options under Stock Plans 108 Forfeited RSUs under Stock Plans 136 Available, March 31, 2024 12,283 Stock-Based Compensation Expense Stock-based compensation expense attributable to RSUs and stock options is classified as follows (in thousands): Three Months Ended 2024 2023 Cost of revenue $ 515 $ 413 Sales and marketing 405 458 General and administrative 1,638 1,105 Total $ 2,558 $ 1,976 Warrants

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES For the three months ended March 31, 2024 and 2023, the Company’s effective tax rate was 55.9% and 42.9%, respectively. The Company’s income tax expense was primarily attributable to earnings in the foreign jurisdictions subject to income taxes and foreign withholding taxes. 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, 2024 and 2023.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Purchase Commitments During the fourth quarter of 2023, the Company entered into purchase commitments with a vendor which requires the Company to pay $12.0 million over three years. At the end of three years, both parties have the right to terminate the agreements. As of March 31, 2024, there was $11.0 million remaining to be paid. 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 March 31, 2024 and 2023, the Company’s matching contributions to these plans totaled $0.9 million and $0.8 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, Chairman of the Board 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 with the District Court contending that the Company was in violation of the Rimini I Injunction, and the Company opposed this motion, disputing Oracle’s claims. After completion of an evidentiary hearing in September 2021, findings and order by the District Court in January 2022 and a subsequent appeal by the Company to the Ninth Circuit Court of Appeals (“Court of Appeals”), the final outcome of the proceedings, which were resolved in October 2023 on remand to the District Court, was a finding that the Company had violated the Rimini I Injunction in four instances, entitling Oracle to $0.5 million in sanctions (representing a $0.1 million adjustment to the $0.6 million sanctions award originally paid by the Company to Oracle in January 2022). In addition, the Company complied with the District Court’s January 2022 order to quarantine certain computer files and provide proof of such quarantining to Oracle. Oracle reimbursed the Company $0.1 million in November 2023 for the portion of the sanctions award that was reduced on appeal. In its January 2022 findings and order, the District Court also ruled that Oracle could recover its reasonable attorneys’ fees and costs relating to the Rimini I Injunction Proceedings. In December 2023, the District Court accepted a joint stipulation between Oracle and the Company (the “Stipulation”) resolving the issue of Oracle’s recovery of attorneys’ fees and costs upon the Company’s payment of approximately $9.7 million to Oracle. Also per the Stipulation, the Company agreed that it would forego any remaining appellate rights with respect to this matter. As a result of the Stipulation and the subsequent payment by the Company of the amount described above, all matters relating to the Rimini I Injunction Proceedings have been resolved. At this time, the Company believes that it is in substantial compliance with the Rimini I Injunction. 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 asserted counterclaims including copyright infringement claims, 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”). In mid-October 2022, Oracle withdrew all of its monetary damages claims against the Company and the Company’s Chief Executive Officer, Chairman of the Board and President, Mr. Ravin in Rimini II and moved to 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) were dismissed on their merits and the judgment rendered is final. 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 or object to any attorneys’ fees and/or costs to the extent permissible by law. Following a bench trial that concluded in December 2022, the parties submitted their proposed findings of fact and conclusions of law in Rimini II to the District Court in February 2023. In July 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”) which, as set forth in detail below, is subject to an administrative stay and is not currently effective. 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 in favor of Oracle on its DMCA and Lanham Act claims, enjoining the Company from making certain statements and prohibiting certain actions in connection with the manner of marketing, selling and providing services to clients of the Oracle products in question as further described below, and on indirect and vicarious copyright infringement claims against the Company’s Chief Executive Officer, Chairman of the Board and President, Mr. Ravin. The District Court denied the Company’s California Unfair Competition Law claim and other declaratory judgment claims. In late July 2023, the Company filed a notice of appeal in the District Court, commencing an appeal of the District Court’s July 2023 Rimini II judgment and Injunction. Shortly thereafter, the Company filed an emergency motion with the District Court to stay enforcement of the Rimini II Injunction pending the Company’s appeal of the Rimini II judgment and Injunction. In August 2023, the District Court issued an order denying the Company’s emergency motion to stay the Rimini II Injunction pending the Company’s appeal with the Court of Appeals, but it granted an administrative stay of the Rimini II Injunction pending the outcome of a motion to stay to be filed by the Company with the Court of Appeals. Shortly thereafter, the Company filed the separate motion to stay the Rimini II Injunction with the Court of Appeals, asserting that certain provisions of the Rimini II Injunction are vague and overbroad, that the District Court committed legal error, that certain provisions would require the Company to commit criminal acts to comply with its terms, and that the Rimini II Injunction would cause the Company and third parties “irreparable harm,” among other grounds. In September 2023, the Court of Appeals issued an order holding the Company’s appeal of the District Court’s decision in Rimini II in abeyance pending the District Court’s resolution of a motion filed by Oracle in August 2023 to amend the Rimini II judgment pertaining to an update, technical specification and tool related to Oracle’s EBS software product. The District Court denied Oracle’s motion to amend on January 9, 2024. On January 18, 2024, the Ninth Circuit issued an order lifting the stay of the Company’s appeal. As of the date of this Report, the appeal is fully briefed before the Ninth Circuit, and a three-judge panel will hold oral argument on the Company’s appeal on June 5, 2024. As of the date of this Report, the Court of Appeals has not issued a decision on the Company’s motion to stay the Rimini II Injunction. Accordingly, the Rimini II Injunction, as issued by the District Court, is currently stayed by the District Court, meaning that it is not currently effective. The Rimini II Injunction is primarily directed at Oracle’s PeopleSoft software product and, if effective, would limit, but not fully prohibit, the support services the Company can provide its clients using Oracle’s PeopleSoft software product. Among other things, the Rimini II Injunction requires the Company to immediately and permanently delete certain PeopleSoft software environments, files and updates identified in the Rimini II Injunction, as well as to delete and immediately and permanently discontinue use of certain Company-created automated tools. The Rimini II Injunction also prohibits using, distributing, copying, or making derivative works from certain files, and it prohibits the transfer or copying of PeopleSoft files, updates, and modifications, and portions of PeopleSoft software that are developed, tested, or exist in one client’s systems to the Company’s systems or another client’s systems. 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 and 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. While the Company plans to continue to vigorously pursue a stay of the Rimini II Injunction pending appeal and its appeal of the Rimini II judgment and Injunction, 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 in full or in part pending appeal or prevail in all or part of its Rimini II appeal. There were no monetary damages included in the District Court’s judgment in Rimini II. In November 2023, Oracle filed a motion with the District Court requesting attorneys’ fees and taxable costs of approximately $70.6 million relating to the Rimini II litigation. The Company filed its opposition to Oracle’s motion on February 20, 2024. In its opposition, the Company argued that the District Court should deny Oracle’s motion in its entirety. The Company further argued that, should the District Court award any attorneys’ fees to Oracle, such fees should not exceed $14.5 million. Following Oracle’s filing of a reply brief on March 15, 2024, the matter is under consideration for determination by the District Court. As of the date of this Report, a decision about whether to award any attorneys’ fees and/or costs to Oracle, and, if so, the amounts, has not been made by the District Court. Although the Company continues to evaluate its liability and exposure, it does not currently believe that it is probable that an award of attorneys’ fees and costs to Oracle representing a material loss will occur. However, the Company’s judgment on whether a loss is probable, reasonably possible, or remote, and its estimates of probable loss amounts, may differ from actual results due to the inherent uncertainties associated with predicting the outcome of a decision on Oracle’s motion. It is reasonably possible that the District Court could award Oracle attorneys’ fees and costs in an amount that could have a material adverse impact on the Company’s financial position, results of operations and cash flows. If the Rimini II Injunction becomes effective in its current form, it likely would impact the Company’s delivery of PeopleSoft support services to clients in the future. However, the associated costs are not currently estimatable and are required to be recorded when incurred. Accordingly, the Company has made no accrual as of March 31, 2024. Any required changes to how support services are delivered to the Company’s PeopleSoft clients could have a material adverse impact on the Company’s financial position, results of operations and cash flows. The percentage of revenue derived from services the Company provides solely for Oracle’s PeopleSoft software product was approximately 8% of the Company’s total revenue for the three months ended March 31, 2024. The Company reserves all rights, including appellate rights, with respect to the District Court’s rulings 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 $8.3 million and $9.3 million as of March 31, 2024 and December 31, 2023, 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.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS An affiliate of Adams Street Partners and its affiliates (collectively referred to as “ASP”) is a member of the Company’s Board of Directors. As of March 31, 2024, ASP owned approximately 26.2% of the Company’s issued and outstanding shares of Common Stock.

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
EARNINGS PER SHARE	EARNINGS PER SHARE The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share. 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. Diluted earnings per share of Common Stock is calculated by adjusting 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, 2024 and 2023, 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 tables set forth the computation of basic and diluted net income attributable to common stockholders (in thousands, except per share amounts): Three Months Ended 2024 2023 Income attributable to common stockholders: Net income $ 1,317 $ 5,639 Three Months Ended 2024 2023 Weighted average number of shares of Common Stock outstanding: Basic 89,754 88,690 Stock options — 49 PSUs 386 — RSUs 420 322 Diluted 90,560 89,061 Net income per share attributable to common stockholders: Basic $ 0.01 $ 0.06 Diluted $ 0.01 $ 0.06 The following potential Common Stock equivalents were excluded from the computation of diluted net income per share for the respective periods ending on these dates, since the impact of inclusion was anti-dilutive (in thousands): Three Months Ended March 31, 2024 2023 RSUs and PSUs 483 800 Stock options 7,473 6,968 Warrants 3,440 3,440 Total 11,396 11,208

FINANCIAL INSTRUMENTS AND SIGNI

FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS	3 Months Ended
	Mar. 31, 2024
Investments, All Other Investments [Abstract]
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS	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, 2023, included in Part II, Item 8 of the 2023 Form 10-K. 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. Investments In 2022, the Company began investing some of its cash and cash equivalents into U.S. Federal agency bonds, U.S. government bonds, U.S. treasury notes and other securities. The Company considers all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Debt investments are classified as available-for-sale and gains and losses are recorded using the specific identification method. Changes in fair value are recorded in the operating statement. Fair value is calculated based on publicly available market information. During the three months ended March 31, 2024, the Company transferred its investments in U.S. Federal agency bonds and U.S. treasury notes into other highly liquid interest-earning investments with maturities of less than three months. All of the Company’s investments as of March 31, 2024 are classified as cash equivalents. Listed below are the cash equivalent and investment balances as of December 31, 2023 (in thousands): Fair Value Level Cost Basis Unrealized Gains (Losses) Recorded Basis Cash Equivalents Short-term Investments Federal Agency Bonds Level 2 $ 10,491 $ 44 $ 10,535 $ 4,590 $ 5,945 US Treasury notes Level 2 4,324 55 4,379 498 3,881 $ 14,815 $ 99 $ 14,914 $ 5,088 $ 9,826 Derivatives On May 18, 2022, the Company entered into an interest rate swap agreement for a notional value of $40.0 million. The derivative was recognized in the accompanying Unaudited Condensed Consolidated Balance Sheets at its estimated fair value as of March 31, 2024. The Company uses derivatives to manage the risk associated with changes in interest rates. The Company does not enter into derivatives for speculative purposes. To estimate fair value for the Company's interest rate swap agreement as of March 31, 2024, the Company utilized a present value of future cash flows, leveraging a model-derived valuation that uses Level 2 observable inputs such as interest rate yield curves. The Company estimated the fair value of the interest rate swap agreement to be $1.3 million as of March 31, 2024. Changes in the fair value of the derivatives that qualify as cash flow hedges are recorded in Accumulated other comprehensive loss in the accompanying Unaudited Condensed Consolidated Balance Sheets until earnings are affected by the variability of the cash flows. The Company received interest swap payments of $0.2 million and $0.2 million during the three months ended March 31, 2024 and 2023 , respectively, which were recorded as a reduction to interest expense. The amounts recorded for the interest rate swap agreement are described below (in thousands): Derivative Instrument Balance Sheet Classification March 31, 2024 December 31, 2023 Interest rate swap Deposits and other $ 1,275 $ 891 Accumulated other comprehensive loss 1,013 713 Three Months Ended March 31, Derivative Instrument Income Statement Classification 2024 2023 Interest rate swap Interest expense (benefit) $ (241) $ (157) Significant Concentrations The Company attributes revenues to geographic regions based on the location of its clients’ contracting entities. The following table shows revenues by geographic region (in thousands): Three Months Ended 2024 2023 United States of America $ 53,808 $ 53,433 International 52,937 52,079 Total $ 106,745 $ 105,512 For the three months ended March 31, 2024, Japan represented 10% of total revenue. No clients represented more than 10% of revenue for the three months ended March 31, 2024 and 2023. As of March 31, 2024 and December 31, 2023, no clients accounted for more than 10% of total net accounts receivable. The Company tracks its assets by physical location. As of March 31, 2024 and December 31, 2023, the net carrying value of the Company’s property and equipment located outside of the United States amounted to approximately $4.2 million and $4.3 million respectively. As of March 31, 2024, the Company had operating lease right-of-use assets of $2.8 million, $1.6 million and $0.9 million in the United States, India and the rest of the world, respectively. As of December 31, 2023, the Company had operating lease right-of-use assets of $3.0 million, $2.0 million and $0.9 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. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. As of March 31, 2024 and December 31, 2023, the Company had cash, cash equivalents and restricted cash with a single financial institution for an aggregate of $48.4 million and $48.9 million, respectively. In addition, as of March 31, 2024 and December 31, 2023, the Company had cash and cash equivalents with three other single financial institutions of $59.3 million and $51.7 million, respectively. As of March 31, 2024 and December 31, 2023, the Company had restricted cash of $0.4 million. 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.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
LEASES	LEASES 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 2024 to January 2029. 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 and Comprehensive Income. 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, 2024, the Company did not have any additional material operating leases that had not yet commenced. The components of lease expense and supplemental balance sheet information were as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease expense related to ROU assets and liabilities $ 1,112 $ 1,147 Other lease expense 113 48 Total lease expense $ 1,225 $ 1,195 Other information related to leases was as follows (in thousands): Supplemental Balance Sheet Information March 31, 2024 December 31, 2023 Operating lease right-of-use assets, noncurrent $ 5,257 $ 5,941 March 31, 2024 December 31, 2023 Operating lease liabilities, current $ 4,357 $ 4,321 Operating lease liabilities, noncurrent 5,815 6,841 Total operating lease liabilities $ 10,172 $ 11,162 Weighted Average Remaining Lease Term Years Operating leases 2.69 Weighted Average Discount Rate Operating leases 9.6 % Maturities of operating lease liabilities as of March 31, 2024 were as follows (in thousands): Year Ending March 31, 2025 $ 5,095 2026 3,228 2027 2,486 2028 359 2029 307 Thereafter — Total future undiscounted lease payments 11,475 Less imputed interest (1,303) Total $ 10,172

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income	$ 1,317	$ 5,639

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

LIQUIDITY AND SIGNIFICANT ACC_2

LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Nature of Business	Nature of Business Rimini Street, Inc. (the “Company”) is a global provider of end-to-end enterprise software support, products and services.
Basis of Presentation and Consolidation	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, 2023, included in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC on February 28, 2024 (the “2023 Form 10-K”). The accompanying Unaudited Condensed Consolidated Balance Sheet and related disclosures as of December 31, 2023 have been derived from the Company’s audited financial statements. The Company’s financial condition as of March 31, 2024, and operating results for the three months ended March 31, 2024, 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, 2024.
Use of Estimates	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 accounting estimates include, but are not necessarily limited to, valuation of 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 operations may be affected.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently Adopted Standards. The following accounting standards will be adopted during fiscal year 2024: In November 2023, the FASB issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures.” The guidance expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company will be adopting this guidance for the year ending December 31, 2024 and is still assessing the impact on the disclosures to its Consolidated Financial Statements.
Earnings Per Share	The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share. 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. Diluted earnings per share of Common Stock is calculated by adjusting 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.

DEFERRED CONTRACT COSTS AND D_2

DEFERRED CONTRACT COSTS AND DEFERRED REVENUE (Tables)	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Deferred Revenue	Activity for deferred contract costs consisted of the following (in thousands): Three Months Ended 2024 2023 Deferred contract costs, current and noncurrent, as of the beginning of period $ 41,493 $ 40,726 Capitalized commissions during the period 2,504 3,162 Amortized deferred contract costs during the period (5,013) (4,589) Deferred contract costs, current and noncurrent, as of the end of period $ 38,984 $ 39,299 Deferred revenue activity consisted of the following (in thousands): Three Months Ended 2024 2023 Deferred revenue, current and noncurrent, as of the beginning of period $ 286,974 $ 299,921 Billings, net 74,077 92,972 Revenue recognized (106,745) (105,512) Deferred revenue, current and noncurrent, as of the end of period $ 254,306 $ 287,381

OTHER FINANCIAL INFORMATION (Ta

OTHER FINANCIAL INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Other Accrued Liabilities	Other accrued liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 Accrued sales and other taxes $ 7,158 $ 7,963 Accrued professional fees 4,351 3,551 Current maturities of capital lease obligations 367 360 Income taxes payable 968 1,771 Accrued litigation settlement costs 82 82 Other accrued expenses 5,033 4,401 Total other accrued liabilities $ 17,959 $ 18,128

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Carrying Value of Debt	Debt is presented net of debt discounts and issuance costs in the Company's balance sheets and consisted of the following (in thousands): March 31, December 31, 2024 2023 Original Credit Facility $ 68,695 $ 70,140 Less current maturities (5,914) (5,912) Long-term debt, net of current maturities $ 62,781 $ 64,228
Schedule of Interest Expense	The components of interest expense are presented below (in thousands): Three Months Ended March 31, 2024 2023 Original Credit Facility: Interest expense $ 1,081 $ 1,078 Accretion expense related to discount and issuance costs 243 240 Interest on finance leases 17 21 $ 1,341 $ 1,339

COMMON STOCK OFFERING, RESTRI_2

COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Option Activity	The following table sets forth a summary of stock option activity under the Stock Plans for the three months ended March 31, 2024 (shares in thousands): Shares Price (1) Term (2) Outstanding, December 31, 2023 7,800 $ 5.77 5.9 Granted 184 3.11 Forfeited (108) 5.29 Expired (406) 5.35 Outstanding, March 31, 2024 (3)(4) 7,470 5.73 6.0 Vested, March 31, 2024 (3) 4,729 6.38 4.4 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire in years. (3) As of March 31, 2024, the aggregate intrinsic value of all stock options outstanding was $0.1 million. As of March 31, 2024, the aggregate intrinsic value of vested stock options was $5 thousand. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.3 million shares as of March 31, 2024.
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	For the three months ended March 31, 2024, 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 Volatility 64% Dividend yield 0% Risk-free interest rate 4.06% Fair value per share of Common Stock on date of grant $3.11
Schedule of Stockholders Equity	The following table presents activity affecting the total number of shares available for grant under the 2013 Plan for the three months ended March 31, 2024 (in thousands): Available, December 31, 2023 8,481 Newly authorized by Board of Directors 3,584 Stock options granted (184) RSUs and PSUs granted (248) Expired options under Stock Plans 406 Forfeited options under Stock Plans 108 Forfeited RSUs under Stock Plans 136 Available, March 31, 2024 12,283
Schedule of Stock-based Compensation Expense	Stock-based compensation expense attributable to RSUs and stock options is classified as follows (in thousands): Three Months Ended 2024 2023 Cost of revenue $ 515 $ 413 Sales and marketing 405 458 General and administrative 1,638 1,105 Total $ 2,558 $ 1,976

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following tables set forth the computation of basic and diluted net income attributable to common stockholders (in thousands, except per share amounts): Three Months Ended 2024 2023 Income attributable to common stockholders: Net income $ 1,317 $ 5,639 Three Months Ended 2024 2023 Weighted average number of shares of Common Stock outstanding: Basic 89,754 88,690 Stock options — 49 PSUs 386 — RSUs 420 322 Diluted 90,560 89,061 Net income per share attributable to common stockholders: Basic $ 0.01 $ 0.06 Diluted $ 0.01 $ 0.06
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following potential Common Stock equivalents were excluded from the computation of diluted net income per share for the respective periods ending on these dates, since the impact of inclusion was anti-dilutive (in thousands): Three Months Ended March 31, 2024 2023 RSUs and PSUs 483 800 Stock options 7,473 6,968 Warrants 3,440 3,440 Total 11,396 11,208

FINANCIAL INSTRUMENTS AND SIG_2

FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Tables)	3 Months Ended
	Mar. 31, 2024
Investments, All Other Investments [Abstract]
Schedule of Cash Equivalent And Short-Term Investment Balances	Listed below are the cash equivalent and investment balances as of December 31, 2023 (in thousands): Fair Value Level Cost Basis Unrealized Gains (Losses) Recorded Basis Cash Equivalents Short-term Investments Federal Agency Bonds Level 2 $ 10,491 $ 44 $ 10,535 $ 4,590 $ 5,945 US Treasury notes Level 2 4,324 55 4,379 498 3,881 $ 14,815 $ 99 $ 14,914 $ 5,088 $ 9,826
Schedule of Amounts Recorded For Interest Rate Swap Agreements	The amounts recorded for the interest rate swap agreement are described below (in thousands): Derivative Instrument Balance Sheet Classification March 31, 2024 December 31, 2023 Interest rate swap Deposits and other $ 1,275 $ 891 Accumulated other comprehensive loss 1,013 713 Three Months Ended March 31, Derivative Instrument Income Statement Classification 2024 2023 Interest rate swap Interest expense (benefit) $ (241) $ (157)
Schedule of Revenues by Geographic Regions	The following table shows revenues by geographic region (in thousands): Three Months Ended 2024 2023 United States of America $ 53,808 $ 53,433 International 52,937 52,079 Total $ 106,745 $ 105,512

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Schedule of Components of Lease Expense	The components of lease expense and supplemental balance sheet information were as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease expense related to ROU assets and liabilities $ 1,112 $ 1,147 Other lease expense 113 48 Total lease expense $ 1,225 $ 1,195 Other information related to leases was as follows (in thousands): Supplemental Balance Sheet Information March 31, 2024 December 31, 2023 Operating lease right-of-use assets, noncurrent $ 5,257 $ 5,941 March 31, 2024 December 31, 2023 Operating lease liabilities, current $ 4,357 $ 4,321 Operating lease liabilities, noncurrent 5,815 6,841 Total operating lease liabilities $ 10,172 $ 11,162 Weighted Average Remaining Lease Term Years Operating leases 2.69 Weighted Average Discount Rate Operating leases 9.6 %
Schedule of Maturities of Operating Lease Liabilities	Maturities of operating lease liabilities as of March 31, 2024 were as follows (in thousands): Year Ending March 31, 2025 $ 5,095 2026 3,228 2027 2,486 2028 359 2029 307 Thereafter — Total future undiscounted lease payments 11,475 Less imputed interest (1,303) Total $ 10,172

LIQUIDITY AND SIGNIFICANT ACC_3

LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 31, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Working capital deficit		$ 44,500,000
Net income		1,317,000	$ 5,639,000
Cash, cash equivalents, restricted cash and restricted cash equivalents		129,433,000	$ 116,595,000	$ 115,852,000	$ 109,434,000
Short-term investments		0		$ 9,826,000
Deferred revenue, current		$ 230,000,000
Cost of goods and services sold (as percentage of deferred revenue)		40%
Operating and capital lease payments due within next twelve months		$ 5,500,000
July 2021 Credit Facility | Credit Facility
Debt Instrument [Line Items]
Consulting agreement, term (in years)	5 years
Face amount of debt	$ 90,000,000
Annual minimum principal payments year one (percent)	5%
Annual minimum principal payments year two (percent)	5%
Annual minimum principal payments year three (percent)	7.50%
Annual minimum principal payments year four (percent)	7.50%
Annual minimum principal payments year five (percent)	10%

DEFERRED CONTRACT COSTS AND D_3

DEFERRED CONTRACT COSTS AND DEFERRED REVENUE - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Capitalized Contract Costs, Net [Roll Forward]
Deferred contract costs, current and noncurrent, as of the beginning of period	$ 41,493	$ 40,726
Capitalized commissions during the period	2,504	3,162
Amortized deferred contract costs during the period	(5,013)	(4,589)
Deferred contract costs, current and noncurrent, as of the end of period	38,984	39,299
Change In Contract With Customer, Liability [Roll Forward]
Deferred revenue, current and noncurrent, as of the beginning of period	286,974	299,921
Billings, net	74,077	92,972
Revenue recognized	(106,745)	(105,512)
Deferred revenue, current and noncurrent, as of the end of period	$ 254,306	$ 287,381

DEFERRED CONTRACT COSTS AND D_4

DEFERRED CONTRACT COSTS AND DEFERRED REVENUE- Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Revenue Recognition and Deferred Revenue [Abstract]
Performance obligation	$ 556,900		$ 556,100
Contract with customer, liability	254,306	$ 286,974	$ 287,381	$ 299,921
Deferred revenue, current	$ 229,988	$ 263,115

OTHER FINANCIAL INFORMATION (De

OTHER FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued sales and other taxes	$ 7,158	$ 7,963
Accrued professional fees	4,351	3,551
Current maturities of capital lease obligations	367	360
Income taxes payable	968	1,771
Accrued litigation settlement costs	82	82
Other accrued expenses	5,033	4,401
Total other accrued liabilities	$ 17,959	$ 18,128
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total other accrued liabilities	Total other accrued liabilities

DEBT - Schedule of Carrying Val

DEBT - Schedule of Carrying Value of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Less current maturities	$ (5,914)	$ (5,912)
Long-term debt, net of current maturities	62,781	64,228
Line of Credit
Debt Instrument [Line Items]
Original Credit Facility	68,695	70,140
Less current maturities	(5,914)	(5,912)
Long-term debt, net of current maturities	$ 62,781	$ 64,228

DEBT - Narrative (Details)

DEBT - Narrative (Details)

1 Months Ended

3 Months Ended

Apr. 30, 2024 USD ($)

Feb. 28, 2023

Jul. 31, 2021 USD ($)

Mar. 31, 2024 USD ($)

Mar. 31, 2023 USD ($)

Dec. 31, 2023 USD ($)

May 31, 2022 USD ($)

May 28, 2022 USD ($)

May 27, 2022 USD ($)

May 18, 2022 USD ($)

Feb. 27, 2022 USD ($)

Jan. 14, 2022 USD ($)

Debt Instrument [Line Items]

Value of shares authorized to be repurchased

$ 50,000,000

$ 50,000,000

$ 15,000,000

$ 15,000,000

$ 15,000,000

Proceeds from interest rate swap payments received

$ 200,000

$ 200,000

Interest rate swap agreement

Debt Instrument [Line Items]

Notional amount

$ 40,000,000

Fixed payer LIBOR Rate (percent)

2.9935%

Initial floating LIBOR rate (percent)

0.93557%

Embedded floor (percent)

0%

Proceeds from interest rate swap payments received

200,000

200,000

Line of Credit

Debt Instrument [Line Items]

Periodic payment amount of principal

1,700,000

$ 1,100,000

Incremental borrowings available

$ 40,000,000

Line of Credit | 2023 Amended Credit Facility | Subsequent Event

Debt Instrument [Line Items]

Fair value of the carrying amount

$ 70,900,000

Line of Credit | July 2021 Credit Facility

Debt Instrument [Line Items]

Line of credit facility, interest rate (percent)

7.20%

6.31%

Fair value of the carrying amount

$ 70,600,000

$ 72,300,000

Minimum fixed charge ratio

1.25

Debt instrument, leverage ratio

3.75

Financial covenants, minimum liquidity

$ 20,000,000

Consulting agreement, term (in years)

5 years

Annual minimum principal payments year one (percent)

5%

Annual minimum principal payments year two (percent)

5%

Annual minimum principal payments year three (percent)

7.50%

Annual minimum principal payments year four (percent)

7.50%

Annual minimum principal payments year five (percent)

10%

Proceeds from credit facility

$ 89,300,000

Debt discount (percent)

0.375%

Incurred issuance costs

$ 4,200,000

Line of Credit | 2024 Credit Facility | Subsequent Event

Debt Instrument [Line Items]

Consulting agreement, term (in years)

5 years

Annual minimum principal payments year one (percent)

5%

Annual minimum principal payments year two (percent)

5%

Annual minimum principal payments year three (percent)

7.50%

Annual minimum principal payments year four (percent)

7.50%

Annual minimum principal payments year five (percent)

10%

Face amount of debt

$ 75,000,000

Principle balance

$ 35,000,000

Line of Credit | Level 2 | July 2021 Credit Facility

Debt Instrument [Line Items]

Fair value of the credit facility

$ 73,500,000

$ 73,100,000

Line of Credit | Adjusted Term SOFR | Minimum | 2023 Amended Credit Facility

Debt Instrument [Line Items]

Debt instrument, interest rate spread (percent)

1.75%

Line of Credit | Adjusted Term SOFR | Minimum | 2024 Credit Facility | Subsequent Event

Debt Instrument [Line Items]

Debt instrument, interest rate spread (percent)

2.75%

Line of Credit | Adjusted Term SOFR | Maximum | 2023 Amended Credit Facility

Debt Instrument [Line Items]

Debt instrument, interest rate spread (percent)

2.50%

Line of Credit | Adjusted Term SOFR | Maximum | 2024 Credit Facility | Subsequent Event

Debt Instrument [Line Items]

Debt instrument, interest rate spread (percent)

3.50%

Line of Credit | Base Rate | Minimum | 2023 Amended Credit Facility

Debt Instrument [Line Items]

Debt instrument, interest rate spread (percent)

0.75%

Line of Credit | Base Rate | Minimum | 2024 Credit Facility | Subsequent Event

Debt Instrument [Line Items]

Debt instrument, interest rate spread (percent)

1.75%

Line of credit facility, unused capacity, commitment fee (as a percent)

0.25%

Line of Credit | Base Rate | Maximum | 2023 Amended Credit Facility

Debt Instrument [Line Items]

Debt instrument, interest rate spread (percent)

1.50%

Line of Credit | Base Rate | Maximum | 2024 Credit Facility | Subsequent Event

Debt Instrument [Line Items]

Debt instrument, interest rate spread (percent)

2.50%

Line of credit facility, unused capacity, commitment fee (as a percent)

0.40%

Secured Debt | 2024 Credit Facility | Subsequent Event

Debt Instrument [Line Items]

Consulting agreement, term (in years)

5 years

DEBT - Schedule of Interest Exp

DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt Instrument [Line Items]
Interest on finance leases	$ 17	$ 21
Interest expense	1,341	1,339
Line of Credit
Debt Instrument [Line Items]
Interest expense	1,081	1,078
Accretion expense related to discount and issuance costs	$ 243	$ 240

COMMON STOCK OFFERING, RESTRI_3

COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended
	Feb. 23, 2023	May 28, 2022	May 27, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	May 31, 2022	Feb. 27, 2022	Jan. 14, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value of shares authorized to be repurchased		$ 50,000	$ 15,000				$ 50,000	$ 15,000	$ 15,000
Stock repurchase program, period		4 years	2 years
Stock reacquired and retired (shares)				0	0
Stock Plans
Stock available for grant newly authorized by Board of Directors (shares)	3,600,000			3,584,000
Performance Units
Performance units (shares)				248,000
Stock-based compensation expense				$ 2,558	$ 1,976
Restricted Stock Units
Restricted stock units granted in period (shares)				248,000
Stock-based compensation expense				$ 2,558	1,976
Stock Options
Stock options granted in period (shares)				184,000
Warrants
Warrants outstanding (shares)				3,400,000
Exercise price of warrants (in dollars per share)				$ 5.64
PSUs
Performance Units
Ultimate number of PSU's that may vest as a percentage of the target PSUs (percent)				151%
Performance units (shares)				0
Stock-based compensation expense				$ 600
Compensation costs not yet recognized of nonvested awards				$ 1,300
Period for recognition of compensation costs not yet recognized related to nonvested awards				1 year
Restricted Stock Units
Restricted stock units granted in period (shares)				0
Stock-based compensation expense				$ 600
Compensation costs not yet recognized of nonvested awards				$ 1,300
Period for recognition of compensation costs not yet recognized related to nonvested awards				1 year
Stock Options
Award vesting rights (percentage)				33.33%
Period for recognition of compensation costs not yet recognized related to nonvested awards				1 year
Stock options
Performance Units
Period for recognition of compensation costs not yet recognized related to nonvested awards				1 year 9 months 18 days
Restricted Stock Units
Period for recognition of compensation costs not yet recognized related to nonvested awards				1 year 9 months 18 days
Stock Options
Stock options granted in period (shares)				200,000
Fair value of stock options granted				$ 400
Weighted-average grant date fair value per share of options granted in period (in dollars per share)				$ 1.92
Unrecognized compensation costs				$ 4,000		$ 4,600
Period for recognition of compensation costs not yet recognized related to nonvested awards				1 year 9 months 18 days
2013 Plan | RSUs
Performance Units
Performance units (shares)				200,000
Stock-based compensation expense				$ 1,200	1,400
Compensation costs not yet recognized of nonvested awards				$ 4,600
Period for recognition of compensation costs not yet recognized related to nonvested awards				1 year 4 months 24 days
Restricted Stock Units
Restricted stock units granted in period (shares)				200,000
Share price of common stock on date of grant of RSUs (in dollars per share)				$ 3.12
Aggregate fair value of shares underlying RSU's				$ 800
Stock-based compensation expense				1,200	$ 1,400
Compensation costs not yet recognized of nonvested awards				$ 4,600
Period for recognition of compensation costs not yet recognized related to nonvested awards				1 year 4 months 24 days
Stock Options
Period for recognition of compensation costs not yet recognized related to nonvested awards				1 year 4 months 24 days
Stock Plans | Stock options
Stock Options
Term of vested options (years)				10 years
Vesting tranche one | PSUs
Performance Units
Vesting eligibility (percent)				50%
Vesting tranche one | 2013 Plan | Stock options
Stock Options
Award vesting rights (percentage)				33.33%
Vesting tranche two | PSUs
Performance Units
Vesting eligibility (percent)				50%
Vesting tranche two | 2013 Plan | Stock options
Stock Options
Award vesting rights (percentage)				33.33%
Vesting tranche three | 2013 Plan | Stock options
Stock Options
Award vesting rights (percentage)				33.33%
Minimum | PSUs
Performance Units
Ultimate number of PSU's that may vest as a percentage of the target PSUs (percent)				0%
Minimum | 2013 Plan | RSUs
Restricted Stock Units
Award vesting period				12 months
Maximum | PSUs
Performance Units
Ultimate number of PSU's that may vest as a percentage of the target PSUs (percent)				200%
Maximum | 2013 Plan | RSUs
Restricted Stock Units
Award vesting period				36 months

COMMON STOCK OFFERING, RESTRI_4

COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2024	Sep. 30, 2023
Shares
Granted (shares)	184
Forfeited (shares)	(108)
Expired (shares)	(406)
Stock Options Plans
Shares
Outstanding at beginning of period (shares)	7,800
Granted (shares)	184
Forfeited (shares)	(108)
Expired (shares)	(406)
Outstanding at end of period (shares)	7,470
Vested at end of period (shares)	4,729
Price
Outstanding at beginning of period (in dollars per share)	$ 5.77
Granted (in dollars per share)	3.11
Forfeited (in dollars per share)	5.29
Expired (in dollars per share)	5.35
Outstanding at end of period (in dollars per share)	5.73
Vested (in dollars per share)	$ 6.38
Term
Term of outstanding options	6 years	5 years 10 months 24 days
Term of vested options (years)	4 years 4 months 24 days
Aggregate intrinsic value of stock options outstanding	$ 100
Aggregate intrinsic value of vested stock options	$ 5
Outstanding stock options not expected to vest (in shares)	300

COMMON STOCK OFFERING, RESTRI_5

COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares
Share-Based Payment Arrangement [Abstract]
Expected life (in years)	6 years
Volatility (as a percent)	64%
Dividend yield (as a percent)	0%
Risk-free interest rate (as a percent)	4.06%
Fair value per common share on date of grant (in dollars per share)	$ 3.11

COMMON STOCK OFFERING, RESTRI_6

COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Schedule of Stockholders Equity (Details) - shares shares in Thousands		3 Months Ended
	Feb. 23, 2023	Mar. 31, 2024
Shares Available for Grant [Roll Forward]
Available at beginning of period (shares)		8,481
Newly authorized by Board of Directors (shares)	3,600	3,584
Stock options granted (shares)		(184)
RSUs and PSUs granted (shares)		(248)
Expired options under Stock Plans (shares)		406
Forfeited options under Stock Plans (shares)		108
Forfeited RSUs under Stock Plans (shares)		136
Available at end of period (shares)		12,283

COMMON STOCK OFFERING, RESTRI_7

COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 2,558	$ 1,976
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	515	413
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	405	458
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1,638	$ 1,105

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Federal statutory income tax rate (as a percent)	55.90%	42.90%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	1 Months Ended				3 Months Ended			12 Months Ended	22 Months Ended	24 Months Ended
	Dec. 31, 2023 USD ($)	Nov. 30, 2023 USD ($)	Oct. 31, 2023 USD ($) claim	Jan. 31, 2022 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2016 USD ($)	Oct. 31, 2023 USD ($)	Dec. 31, 2016 claim
Loss Contingencies [Line Items]
Long-term purchase commitment						$ 12
Long-term purchase commitment, period						3 years
Remaining amount to be paid					$ 11
Employer contribution					0.9		$ 0.8
Current carrying value of guarantor obligations	$ 9.3				$ 8.3	$ 9.3
PeopleSoft Software Services | Revenue Benchmark | Product Concentration
Loss Contingencies [Line Items]
Revenue derived from support services provided (percent)					8%
Oracle Litigation
Loss Contingencies [Line Items]
Number of claim found liable | claim										1
Damages awarded								$ 124.4
Payments for judgement ordered after fees and costs								$ 89.9
Rimini I Injunction Proceedings
Loss Contingencies [Line Items]
Damages awarded			$ 0.5
Payments for judgement ordered after fees and costs	$ 9.7
Number of claims ruled in favor of defendant | claim			4
Settlement award adjustment									$ 0.1
Amount awarded to other party				$ 0.6
Reduction in sanctions awarded to plaintiff		$ 0.1
Loss contingency, award limit contended		14.5
Rimini II Injunction Proceedings
Loss Contingencies [Line Items]
Damages sought		$ 70.6

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)	3 Months Ended
	Mar. 31, 2024
Adams Street Partners | Related Party | Rimini Street, Inc.
Related Party Transaction [Line Items]
Ownership of common stock outstanding (percent)	26.20%

EARNINGS PER SHARE - Schedule o

EARNINGS PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net income	$ 1,317	$ 5,639
Weighted average number of shares outstanding, basic (shares)	89,754	88,690
Weighted average number of shares outstanding, diluted (shares)	90,560	89,061
Basic (in dollars per share)	$ 0.01	$ 0.06
Diluted (in dollars per share)	$ 0.01	$ 0.06
Stock options
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Dilutive effect of securities (shares)	0	49
PSUs
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Dilutive effect of securities (shares)	386	0
RSUs
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Dilutive effect of securities (shares)	420	322

EARNINGS PER SHARE - Schedule_2

EARNINGS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings (in shares)	11,396	11,208
RSUs and PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings (in shares)	483	800
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings (in shares)	7,473	6,968
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings (in shares)	3,440	3,440

FINANCIAL INSTRUMENTS AND SIG_3

FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Schedule of Cash Equivalent And Short-Term Investment Balances (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Securities, Available-for-Sale [Line Items]
Cost Basis	$ 14,815
Unrealized Gains (Losses)	99
Recorded Basis	14,914
Cash Equivalents
Debt Securities, Available-for-Sale [Line Items]
Recorded Basis	5,088
Short-term Investments
Debt Securities, Available-for-Sale [Line Items]
Recorded Basis	9,826
Federal Agency Bonds | Level 2
Debt Securities, Available-for-Sale [Line Items]
Cost Basis	10,491
Unrealized Gains (Losses)	44
Recorded Basis	10,535
Federal Agency Bonds | Cash Equivalents | Level 2
Debt Securities, Available-for-Sale [Line Items]
Recorded Basis	4,590
Federal Agency Bonds | Short-term Investments | Level 2
Debt Securities, Available-for-Sale [Line Items]
Recorded Basis	5,945
US Treasury notes | Level 2
Debt Securities, Available-for-Sale [Line Items]
Cost Basis	4,324
Unrealized Gains (Losses)	55
Recorded Basis	4,379
US Treasury notes | Cash Equivalents | Level 2
Debt Securities, Available-for-Sale [Line Items]
Recorded Basis	498
US Treasury notes | Short-term Investments | Level 2
Debt Securities, Available-for-Sale [Line Items]
Recorded Basis	$ 3,881

FINANCIAL INSTRUMENTS AND SIG_4

FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) institution	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	May 18, 2022 USD ($)
Concentration Risk [Line Items]
Proceeds from interest rate swap payments received	$ 200	$ 200
Operating lease right-of-use assets	5,257		$ 5,941
Cash and cash equivalents	129,005		115,424
Single Financial Institution
Concentration Risk [Line Items]
Cash and cash equivalents	48,400		48,900
Single Financial Institution
Concentration Risk [Line Items]
Current restricted cash	400		400
Three Financial Institutions
Concentration Risk [Line Items]
Cash and cash equivalents	$ 59,300		51,700
Number of financial institutions | institution	3
JAPAN | Revenue | Geographic Concentration Risk
Concentration Risk [Line Items]
Revenue derived from support services provided (percent)	10%
Non-US
Concentration Risk [Line Items]
Property and equipment, net	$ 4,200		4,300
UNITED STATES
Concentration Risk [Line Items]
Operating lease right-of-use assets	2,800		3,000
INDIA
Concentration Risk [Line Items]
Operating lease right-of-use assets	1,600		2,000
Rest of the world
Concentration Risk [Line Items]
Operating lease right-of-use assets	900		$ 900
Interest rate swap agreement
Concentration Risk [Line Items]
Notional amount				$ 40,000
Interest rate swap	1,300
Proceeds from interest rate swap payments received	$ 200	$ 200

FINANCIAL INSTRUMENTS AND SIG_5

FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Schedule of Amounts Recorded For Interest Rate Swap Agreement (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Derivatives, Fair Value [Line Items]
Interest expense (benefit)	$ 1,341	$ 1,339
Deposits and other
Derivatives, Fair Value [Line Items]
Interest rate swap	1,275		$ 891
Accumulated other comprehensive loss
Derivatives, Fair Value [Line Items]
Interest rate swap	1,013		$ 713
Interest rate swap agreement
Derivatives, Fair Value [Line Items]
Interest expense (benefit)	$ (241)	$ (157)

FINANCIAL INSTRUMENTS AND SIG_6

FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Schedule of Revenues by Geographic Regions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 106,745	$ 105,512
United States of America
Disaggregation of Revenue [Line Items]
Revenue	53,808	53,433
International
Disaggregation of Revenue [Line Items]
Revenue	$ 52,937	$ 52,079

LEASES - Narrative (Details)

LEASES - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) day	Mar. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Days notice required to terminate (days) | day	30
Operating lease payments | $	$ 1.4	$ 1.1
Minimum
Lessee, Lease, Description [Line Items]
Operating lease renewal term (years)	1 month
Maximum
Lessee, Lease, Description [Line Items]
Operating lease renewal term (years)	5 years

LEASES - Schedule of Components

LEASES - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating lease expense related to ROU assets and liabilities	$ 1,112	$ 1,147
Other lease expense	113	48
Total lease expense	$ 1,225	$ 1,195

LEASES - Schedule of Supplement

LEASES - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease right-of-use assets, noncurrent	$ 5,257	$ 5,941
Operating lease liabilities, current	4,357	4,321
Operating lease liabilities, noncurrent	5,815	6,841
Total operating lease liabilities	$ 10,172	$ 11,162
Weighted average remaining lease term, operating leases (years)	2 years 8 months 8 days
Weighted average discount rate, operating leases (percent)	9.60%

LEASES - Schedule of Maturities

LEASES - Schedule of Maturities of Lease Liability (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 5,095
2026	3,228
2027	2,486
2028	359
2029	307
Thereafter	0
Total future undiscounted lease payments	11,475
Less imputed interest	(1,303)
Total	$ 10,172	$ 11,162