Rimini Street Inc.
10/29/2026 | Press release | Distributed by Public on 10/29/2026 14:02
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this "Report") includes forward-looking statements. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "anticipate," "assume," "believe," "budget," "continue," "could," "currently," "estimate," "expect," "forecast," "future," "intend," "may," "might," "outlook," "plan," "possible," "goal," "potential," "predict," "project," "reflect," "results," "seem," "seek," "should," "will," "would" and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, but are not limited to, information concerning:
•our ability to attract new clients or retain and/or sell additional products or services to existing clients;
•our ability to achieve and maintain an adequate rate of revenue growth;
•cost of revenue, including changes in costs associated with our efforts to grow and the results of any efforts to manage costs to align with current revenue expectations and the expansion of our offerings;
•the effects of increased competition in our industry and our ability to compete effectively;
•our ability to successfully educate the market regarding the advantages of our support and managed services for enterprise resource planning (ERP) software and to sell the products and services comprising our "Rimini Smart Path™" solutions portfolio, including but not limited to our Agentic AI ERP solutions;
•our intentions with respect to our pricing model and expectations of client savings relative to use of other providers;
•the evolution of the ERP software management and support landscape facing our clients and prospects;
•estimates of our total addressable market;
•the effects of seasonal trends on our results of operations, including the contract renewal cycles for vendor-supplied software support and managed services;
•the effects of the efforts of enterprise software vendors to sell upgrades or migrations to cloud-based versions of their enterprise software on our results of operations;
•our ability to scale our operations quickly enough to meet our clients' changing needs or decrease our costs adequately in response to changing client demand;
•risks arising from incorporating artificial intelligence ("AI") technologies into our products or services or any deficiencies or risks associated with AI technologies, including agentic AI technologies, used by us or by our third-party vendors and service providers;
•our ability to maintain, protect, and enhance our brand;
•the loss of one or more members of our management team and our ability to attract and retain additional qualified technical, sales and marketing personnel;
•our ability to expand our marketing and sales capabilities;
•our ability to avoid interruptions to, or degraded performance of, our services and the impact of interruptions or performance problems on our operations;
•our ability to defend against cybersecurity threats, protect the confidential information of our employees and clients and comply with data protection and privacy regulations;
•our expectations regarding new product offerings, innovation solutions, partnerships and alliance programs and our ability to develop and maintain strategic partnerships;
•our ability to expand internationally and the risks associated with global operations;
•the continuing impact of the July 2025 Settlement Agreement, among us, our President, Chief Executive Officer and Chairman of the Board, Mr. Seth Ravin, and certain affiliates of Oracle Corporation relating to the Rimini II litigation and our Wind Down of support services for Oracle PeopleSoft software products;
•our successful completion of the Wind Down by July 31, 2028 to comply with the Settlement Agreement and our expectations as to future period revenue loss and costs incurred related to the Wind Down;
•the impact of macro-economic trends, including inflation and changes in foreign exchange rates, as well as general financial, economic, regulatory and political conditions affecting the industry in which we operate and the industries in which our clients operate;
•our ability to generate significant capital through our operations or to raise additional capital necessary to fund and expand our operations and invest in new services and products;
•our business plan and our ability to effectively secure and manage our growth and associated investments;
•risks relating to retention rates, including our ability to accurately forecast retention rates;
•risks relating to sales of our products and services to governmental entities;
•our ability to protect our intellectual property;
•our ability to maintain an effective system of internal control over financial reporting;
•changes in laws or regulations, including tax laws or unfavorable outcomes of tax positions we take;
•tariff costs, including those imposed by the United States government and the potential for retaliatory trade measures by affected countries;
•our ability to realize benefits from our net operating losses;
•any negative impact of environmental, social and governance ("ESG") matters on our reputation or business and the exposure of our business to additional costs or risks from our reporting on such matters;
•the impact of the debt service obligations and financial and operational covenants under our amended and restated credit agreement dated as of April 30, 2024, as amended (our "Credit Facility") on our business and related interest rate risk;
•our need and ability to raise equity or debt financing on favorable terms;
•our ability to generate cash flows from operations to help fund increased investment in our growth initiatives and the sufficiency of our cash and cash equivalents to meet our liquidity requirements;
•the volatility of our stock price;
•the amount and timing of repurchases, if any, under our stock repurchase program and our ability to enhance stockholder value through such program or any other actions to provide value to stockholders;
•our ability to maintain our good standing with the United States government and international governments and capture new contracts with governmental entities/agencies;
•the occurrence of catastrophic events, including terrorism and geopolitical actions that may disrupt our business or that of our current and prospective clients;
•future acquisitions of, or investments in, complementary companies, products, subscriptions or technologies;
•the expected impact of reductions in our workforce during the last and current fiscal year; and
•other risks and uncertainties, including those discussed under "Risk Factors" in Part II, Item 1A of this Report.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referred to under "Risk Factors" in Part II, Item 1A of this Report. Moreover, we operate in very competitive and rapidly changing markets in which new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable when made, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements in this Report are made as of the date of the filing, and except as required by law, we disclaim and do not undertake any obligation to update or revise publicly any forward-looking statements in this Report. You should read this Report and the documents that we reference in this Report and have filed with the United States Securities and Exchange Commission (the "SEC") as exhibits with the understanding that our actual future results, levels of activity and performance, as well as other events and circumstances, may be materially different from what we expect.
Overview
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and the related notes to those statements included in Part I, Item 1 of this Report, and our Audited Consolidated Financial Statements for the year ended December 31, 2025, included in Part II, Item 8 of our 2025 Form 10-K.
Certain figures, such as interest rates and other percentages included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated based on such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our Unaudited Condensed Consolidated Financial Statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.
Rimini Street, Inc. was formed in the State of Nevada in 2005 and, through a merger in 2017 with a public company, became Rimini Street, Inc., a Delaware corporation, trading on the Nasdaq Global Market under the ticker symbol "RMNI."
Rimini Street, Inc. and its subsidiaries (referred to as "Rimini Street", the "Company", "we" and "us") are global providers of end-to-end third-party enterprise software support, managed services and Agentic AI ERP innovation solutions.
Our mission is to enable our clients to better control their IT roadmap by offering a comprehensive portfolio of unified software support services and related ERP solutions - designed to be funded within existing budgets - to accelerate the vision of Transformation without Disruption™, empowering clients to put technology to work to produce more efficient business outcomes to provide a competitive advantage and facilitate growth.
We founded Rimini Street to disrupt and redefine the enterprise software support market by developing and delivering new solutions that filled an unmet need in the enterprise software market: an alternative to software vendor support. We became and remain the leading independent software support provider for enterprise software based on both the number of active clients supported and recognition by industry analyst firms.
As our reputation for technical capability, value, ingenuity, responsiveness and reliability has grown over the past twenty years, clients and prospects have asked us to expand the scope of our support, product and service offerings to meet other current and evolving needs and opportunities related to their enterprise software. As a result, we began expanding our solutions portfolio (our "Solutions Portfolio") to provide a wider array of support for enterprise software - including an expanded list of supported software through our Rimini Custom program; managed services for Workday®, Dayforce® and ServiceNow®; and new solutions for security, interoperability, observability and consulting.
We believe that our current and prospective clients often seek to reduce the number of IT vendors to allow more manageable governance, with a desire to select vendors who can provide a wider scope of IT services and become true trusted partners.
We also understand that clients and client prospects increasingly face shrinking IT budgets, driving a further need to obtain efficiencies and savings across their entire enterprise software landscape while meeting expectations of continued new innovation to remain competitive in their respective industries - doing more with less.
To address these evolving needs and to service what we believe is a significantly expanded addressable market opportunity, we have developed a proprietary operating model for enterprise software, the Rimini Smart Path.
The Rimini Smart Path methodology applies a portfolio of solutions to transform how businesses support and optimize their software portfolio so they can innovate with new technologies, such as agentic artificial intelligence (AI). It has three steps: Support > Optimize > Innovate. We believe that by following the Rimini Smart Path, IT and business leaders can transform how they support and optimize their enterprise software portfolio to maximize return on their software investments, save on software support costs and improve operational performance. In our experience, these measures unlock the ability to innovate within existing IT budgets, including by investing in AI solutions such as Rimini Agentic UX™, which was initially launched in December 2025 in partnership with ServiceNow® as an intelligent user experience layer powered by AI and deployed across existing enterprise software systems for process automation, AI-enabled productivity and enterprise visibility. For more details about the Rimini Smart Path, please see Item 1 "Business" included in Part I of our 2025 Form 10-K.
As of September 30, 2026, we employed over 1,990 professionals and supported 3,214 active clients globally, including 79 Fortune 500 companies and 22 Fortune Global 100 companies across a broad range of industries. We define an active client as a distinct entity, such as a company, an educational or government institution, or a business unit of a company that purchases our services to support a specific product. For example, we count as two separate active clients instances where we provide support for two different products to the same entity.
Our subscription-based revenue provides a foundation for, and visibility into, future period results. For the three months ended September 30, 2026 and 2025, we generated revenue of $112.1 million and $103.4 million, respectively, representing an increase of 8%. During the three months ended September 30, 2026, we recorded net income of $6.5 million, and as of September 30, 2026, we had an accumulated deficit of $191.1 million. Approximately 43% and 45% of our revenue was generated in the United States for the three months ended September 30, 2026 and 2025, respectively. Approximately 57% and 55% of our revenue was generated in foreign jurisdictions for the three months ended September 30, 2026 and 2025, respectively.
In July 2024, we announced that we would Wind Down services for Oracle PeopleSoft products and began the Wind Down project. The Wind Down includes, but is not limited to, our Rimini Support™, Rimini Manage™ and Rimini Consult™ services for Oracle PeopleSoft products.
On July 7, 2025, we and Mr. Ravin entered into a Settlement Agreement with Oracle Corporation relating to the Rimini II litigation. Under the terms of this agreement, we are required to complete the Wind Down no later than July 31, 2028 (the "Wind Down Period"). As we provide services for Oracle PeopleSoft products to clients globally, the Wind Down process is expected to take place over the Wind Down Period, but both the pace of revenue reduction and the final date that the Company will receive revenue from the discontinued services is unknown as of the date of this Report. We expect significant reductions in revenue related to services for Oracle PeopleSoft products over the course of the Wind Down Period. Revenue related to providing services for Oracle PeopleSoft products accounted for approximately 3% and 6% of revenue for the nine months ended September 30, 2026 and 2025, respectively.
Since our inception, we have financed our operations through cash collected from clients and net proceeds from equity financings and borrowings.
Global Economic Uncertainty
We have experienced some clients not renewing our services due to the adverse impact on their businesses from current global economic uncertainty, as well as by the economic disruption continuing to be caused by current military conflicts, and recent political and trade turmoil between the U.S. and other countries, amongst other geopolitical challenges. While we do not physically operate in some of these countries where conflict is occurring, we do have operations in Israel. These global events, together with inflationary pressures, have negatively impacted the global economy.
Uncertainty regarding changes continuing to be made in laws and regulations by the current U.S. administration, changing interest rates, along with uncertainty about U.S. trade policies, particularly when pertaining to treaties, tariffs and other limitations on international trade, are causing economic and geopolitical uncertainty. Despite these macroeconomic and geopolitical pressures, we expect to continue to be able to market, sell and provide our current and future products and services to clients in non-sanctioned countries globally. We also expect to continue investing in the development and improvement of new and existing products and services to address client needs. Further, although our operations are influenced by general economic conditions, we do not believe the impacts of the economic disruptions described above had a significant net impact on our revenue or results of operations during the three and nine months ended September 30, 2026.
The extent to which inflation, interest rate changes and continuing global economic and geopolitical uncertainty will impact our business going forward, however, will depend on numerous evolving factors we cannot reliably predict and that are beyond our control, including continued governmental and business actions in response to increasing global economic and geopolitical uncertainty. As such, the effects of inflation, interest rate changes and other negative impacts on the global economy may not be fully reflected in our financial results until future periods. Refer to "Risk Factors" (Part II, Item 1A of this Report) for a discussion of these factors and other risks.
Key Business Metrics
Number of clients
Since the founding of our Company, we have made the expansion of our client base a priority. We believe that our ability to expand our client base is an indicator of the growth of our business, the success of our sales and marketing activities, and the value that our services bring to our clients. We define an active client as a distinct entity, such as a company, an educational or government institution, or a business unit of a company that purchases our services to support a specific product. For example, we count as two separate active clients when support for two different products is being provided to the same entity. As of September 30, 2026 and 2025, we had 3,214 and 3,155 active clients, respectively.
We define a unique client as a distinct entity, such as a company, an educational or government institution or a subsidiary, division or business unit of a company that purchases one or more of our products or services. We count as two separate unique clients when two separate subsidiaries, divisions or business units of an entity purchase our products or services. As of September 30, 2026 and 2025, we had 1,601 and 1,590 unique clients, respectively.
The increase in both our active and unique client counts is attributable to a combination of new unique client wins as well as to cross-sales of new support, products and services to existing clients. As noted previously, we intend to focus future growth on both new and existing clients who more broadly adopt our enterprise software products and services.
Annualized recurring revenue
We recognize subscription revenue on a daily basis. We define annualized recurring revenue as the amount of subscription revenue recognized during a quarter and multiplied by four. This gives us an indication of the revenue that can be earned in the following 12-month period from our existing client base, assuming no cancellations or price changes occur during that period. Subscription revenue, which excludes any non-recurring revenue, was $105 million, or 94% of total revenue, for the three months ended September 30, 2026 and $98 million, or 95% of total revenue for the three months ended September 30, 2025. Excluding subscription revenue from support for Oracle PeopleSoft products, our subscription revenue was $103 million and $93 million for the three months ended September 30, 2026 and 2025, respectively.
Our annualized recurring revenue was $421 million and $391 million as of September 30, 2026 and 2025, respectively. Excluding subscription revenue from support for Oracle PeopleSoft products, our annualized subscription revenue was $410 million and $374 million as of September 30, 2026 and 2025, respectively.
Revenue retention rate
A key part of our business model is the recurring nature of our revenue. As a result, it is important that we retain clients after the completion of the non-cancellable portion of the support period. We believe that our revenue retention rate provides insight into the quality of our products and services and the value that our products and services provide to our clients.
We define revenue retention rate as the actual subscription revenue (dollar-based) recognized in a 12-month period from clients that existed on the day prior to the start of the 12-month period divided by our annualized recurring revenue as of the day prior to the start of the 12-month period. Our revenue retention rate was 90% and 89% for the 12 months ended September 30, 2026 and 2025, respectively.
Gross profit margin
We derive revenue through the provision of our enterprise software products and services. All the costs incurred in providing these products and services are recognized as part of the cost of revenue. The cost of revenue includes all direct product line expenses, as well as the expenses incurred by our shared services organization which supports all product lines.
We define gross profit as the difference between revenue and the costs incurred in providing the software products and services. Gross profit margin is the ratio of gross profit divided by revenue. Our gross profit margin was approximately 61.4% and 59.9% for the three months ended September 30, 2026 and 2025, respectively.
Results of Operations
Comparison of Three Months Ended September 30, 2026 and 2025
Our consolidated statements of operations for the three months ended September 30, 2026 and 2025, are presented below (in thousands):
|
Three Months Ended September 30, |
Variance | ||||||||||||||||||||||
| 2026 | 2025 | Amount | Percent | ||||||||||||||||||||
| Revenue | $ | 112,056 | $ | 103,428 | $ | 8,628 | 8.3% | ||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Employee compensation and benefits | 24,125 | 24,609 | (484) | (2.0)% | |||||||||||||||||||
| Engineering consulting costs | 8,249 | 7,359 | 890 | 12.1% | |||||||||||||||||||
|
Administrative allocations (1)
|
5,290 | 4,780 | 510 | 10.7% | |||||||||||||||||||
| All other costs | 5,600 | 4,742 | 858 | 18.1% | |||||||||||||||||||
| Total cost of revenue | 43,264 | 41,490 | 1,774 | 4.3% | |||||||||||||||||||
| Gross profit | 68,792 | 61,938 | 6,854 | 11.1% | |||||||||||||||||||
| Gross profit margin | 61.4 | % | 59.9 | % | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | 39,049 | 37,939 | 1,110 | 2.9% | |||||||||||||||||||
| General and administrative | 16,774 | 18,241 | (1,467) | (8.0)% | |||||||||||||||||||
| Research and development | 1,178 | - | 1,178 | N/A | |||||||||||||||||||
| Reorganization costs | 1,944 | 752 | 1,192 | 158.5% | |||||||||||||||||||
| Litigation costs and related recoveries, net | - | 621 | (621) | (100.0)% | |||||||||||||||||||
| Total operating expenses | 58,945 | 57,553 | 1,392 | 2.4% | |||||||||||||||||||
| Operating income | 9,847 | 4,385 | 5,462 | 124.6% | |||||||||||||||||||
| Non-operating income and (expenses): | |||||||||||||||||||||||
| Interest expense | (980) | (1,446) | 466 | (32.2)% | |||||||||||||||||||
| Other income (expenses), net | 1,060 | 531 | 529 | 99.6% | |||||||||||||||||||
| Income before income taxes | 9,927 | 3,470 | 6,457 | 186.1% | |||||||||||||||||||
| Income taxes | (3,405) | (704) | (2,701) | 383.7% | |||||||||||||||||||
| Net income | $ | 6,522 | $ | 2,766 | $ | 3,756 | 135.8% | ||||||||||||||||
(1)Includes the portion of costs for IT, security services and facilities costs that are allocated to cost of revenue. In our Unaudited Condensed Consolidated Financial Statements, the total of such costs is allocated between cost of revenue, sales and marketing, and general and administrative expenses, based primarily on relative headcount.
Revenue. Revenue grew from $103.4 million for the three months ended September 30, 2025 to $112.1 million for the three months ended September 30, 2026, an increase of $8.6 million or 8%. The increase in revenue was driven primarily by growth in our subscription revenue of $7.5 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Excluding revenue for Oracle's PeopleSoft software products, adjusted revenue increased by 11% for the three months ended September 30, 2026.
On a geographic basis, United States revenue grew from $46.3 million for the three months ended September 30, 2025 to $48.3 million for the three months ended September 30, 2026, an increase of $2.0 million or 4%. Excluding revenue for Oracle's PeopleSoft software products, U.S. revenue increased 7%. Our international revenue grew from $57.2 million for the three months ended September 30, 2025 to $63.8 million for the three months ended September 30, 2026, an increase of $6.6 million or 12%. Excluding revenue for Oracle's PeopleSoft software products, international revenue increased 14%.
Presented below is a reconciliation of our GAAP revenue to adjusted revenue, which excludes PeopleSoft revenue (in thousands):
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Reported Revenue | Less PeopleSoft | Adjusted Revenue | Reported Revenue | Less PeopleSoft | Adjusted Revenue | Reported Variance | Adjusted Variance | ||||||||||||||||||||||||||||||||||||||||
| U.S. | $ | 48,264 | $ | 1,922 | $ | 46,342 | $ | 46,254 | $ | 2,964 | $ | 43,290 | 4.3% | 7.1% | |||||||||||||||||||||||||||||||||
| International | 63,792 | 798 | 62,994 | 57,174 | 1,694 | 55,480 | 11.6% | 13.5% | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 112,056 | $ | 2,720 | $ | 109,336 | $ | 103,428 | $ | 4,658 | $ | 98,770 | 8.3% | 10.7% | |||||||||||||||||||||||||||||||||
We are required to complete our previously-announced Wind Down of support and services for Oracle PeopleSoft products no later than July 31, 2028. The percentage of revenue derived from support and services the Company provides solely for Oracle PeopleSoft products was approximately 2% and 5% of the Company's total revenue for the three months ended September 30, 2026 and 2025, respectively.
We present adjusted revenue as a supplemental non-GAAP financial measure. We believe this measure provides useful information to investors regarding underlying revenue trends as we transition away from PeopleSoft-related services because management uses the measure to evaluate the performance of the business during this transition. Adjusted revenue should be considered in addition to, and not as a substitute for or superior to, GAAP revenue and may not be comparable to similarly titled measures used by other companies.
Cost of revenue. Cost of revenue increased from $41.5 million for the three months ended September 30, 2025 to $43.3 million for the three months ended September 30, 2026, an increase of $1.8 million or 4%. The key drivers related to the cost of revenue increase were a $0.9 million increase in engineering consulting costs, a $0.5 million increase in administrative allocations and a $0.9 million increase in all other costs. These items were offset by a decrease in employee compensation and benefits of $0.5 million.
Gross profit. Gross profit grew from $61.9 million for the three months ended September 30, 2025 to $68.8 million for the three months ended September 30, 2026, an increase of $6.9 million or 11%. Gross profit margin for the three months ended September 30, 2025 was 59.9% compared to 61.4% for the three months ended September 30, 2026. For the three months ended September 30, 2026, the total cost of revenue increased by 4% compared to an increase in revenue of 8% for the three months ended September 30, 2026. As a result, our gross profit margin improved by 150 basis points period over period. We will continue to monitor and manage our overall gross margin as we enter and invest in a broader mix of products and services.
Sales and marketing expenses. As a percentage of our revenue, sales and marketing expenses were 35% and 37% for the three months ended September 30, 2026 and 2025, respectively. In dollar terms, sales and marketing expenses increased from $37.9 million for the three months ended September 30, 2025 to $39.0 million for the three months ended September 30, 2026, an increase of $1.1 million or 3%. This increase was primarily due to the following: (i) a $0.6 million increase in employee compensation and benefits, (ii) a $0.7 million increase related to marketing programs and promotions and (iii) a $0.5 million increase in allocated costs. These increases were partially offset by a decline in travel costs of $0.6 million. We will continue to seek additional revenue by selectively investing in resources and marketing programs that we believe will be scalable and help drive future revenue growth.
We expect to incur higher sales and marketing expenses associated with supporting the growth of our business as we continue to bring to market our new solutions and partnerships.
General and administrative expenses. General and administrative expenses decreased from $18.2 million for the three months ended September 30, 2025 to $16.8 million for the three months ended September 30, 2026, a decrease of $1.5 million or 8%. This decrease was generally due to the following: (i) a decline in sales and other taxes of $1.4 million, (ii) an increased benefit of administrative allocation expenses of $1.1 million and (iii) a decline in employee compensation and benefits of $1.0 million. These favorable variances were offset primarily by (iv) an increase in computer and software licenses of $0.8 million, (v) an increase in professional services of $0.3 million and (vi) an increase in other costs of approximately $0.9 million.
Research and development expenses. In 2026, we made a strategic decision to utilize key personnel and resources to focus on research and development activities related to existing products and the development of new products for our technology solutions. Our primary development strategy is to incorporate Agentic AI solutions to extend the life cycle of existing highly customizable ERP systems by automating and organizing business processes for enhanced flexibility, scalability and integration. Research and development expenses were $1.2 million for the three months ended September 30, 2026.
Reorganization costs. Reorganization costs increased from $0.8 million for the three months ended September 30, 2025 to $1.9 million for the three months ended September 30, 2026. The costs were primarily related to severance costs associated with our reorganization plan. We may incur additional reorganization costs during the fourth quarter of 2026 as we continue to optimize our cost structure in areas where opportunities exist to streamline our operations.
Litigation costs and related recoveries, net. Litigation costs and related recoveries, net consist of the following (in thousands):
| Three Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Variance | |||||||||||||||
| Professional fees and other costs of litigation | $ | - | $ | 621 | $ | (621) | |||||||||||
| Litigation costs and related recoveries, net | $ | - | $ | 621 | $ | (621) | |||||||||||
Professional fees and other costs associated with our litigation with Oracle decreased from $0.6 million for the three months ended September 30, 2025 to none for the three months ended September 30, 2026. Please refer to Note 8 to our Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Report, for additional information regarding our litigation with Oracle.
Interest expense. Interest expense decreased from $1.4 million for the three months ended September 30, 2025 to $1.0 million for the three months ended September 30, 2026, primarily due to lower outstanding borrowings. During the nine months ended September 30, 2026, we made principal payments totaling $25.9 million on the term loan, consisting of multiple voluntary prepayments and one scheduled payment. Our most recent voluntary prepayment was $5.0 million on August 27, 2026. These principal payments reduced interest expense by $0.5 million for the three months ended September 30, 2026.
Other income (expenses), net. Other income (expenses), net is primarily comprised of interest income, foreign exchange gains and losses, and other non-operating income and expenses. For the three months ended September 30, 2026, net other income of approximately $1.1 million was comprised of interest income from cash and cash equivalents of $0.9 million and foreign currency gains of $0.2 million, which was offset by other expenses of $0.1 million. For the three months ended September 30, 2025, net other income of approximately $0.5 million was comprised primarily of interest income of $1.0 million, which was offset by foreign currency losses of $0.4 million and other expenses of $0.1 million.
Income taxes. We had an income tax expense of $0.7 million for the three months ended September 30, 2025 compared to $3.4 million for the three months ended September 30, 2026. For the three months ended September 30, 2026, the primary reason for the change in income taxes was due to an increase of income before taxes of $6.5 million in the current year period compared to the prior year period.
Comparison of Nine Months Ended September 30, 2026 and 2025
Our consolidated statements of operations for the nine months ended September 30, 2026 and 2025, are presented below (in thousands):
|
Nine Months Ended September 30, |
Variance | ||||||||||||||||||||||
| 2026 | 2025 | Amount | Percent | ||||||||||||||||||||
| Revenue | $ | 328,604 | $ | 311,746 | $ | 16,858 | 5.4% | ||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Employee compensation and benefits | 75,080 | 75,748 | (668) | (0.9)% | |||||||||||||||||||
| Engineering consulting costs | 23,796 | 20,113 | 3,683 | 18.3% | |||||||||||||||||||
|
Administrative allocations (1)
|
15,350 | 13,315 | 2,035 | 15.3% | |||||||||||||||||||
| All other costs | 15,624 | 14,245 | 1,379 | 9.7% | |||||||||||||||||||
| Total cost of revenue | 129,850 | 123,421 | 6,429 | 5.2% | |||||||||||||||||||
| Gross profit | 198,754 | 188,325 | 10,429 | 5.5% | |||||||||||||||||||
| Gross profit margin | 60.5 | % | 60.4 | % | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | 120,428 | 110,214 | 10,214 | 9.3% | |||||||||||||||||||
| General and administrative | 51,925 | 52,617 | (692) | (1.3)% | |||||||||||||||||||
| Research and development | 2,863 | - | 2,863 | N/A | |||||||||||||||||||
| Reorganization costs | 2,517 | 1,936 | 581 | 30.0% | |||||||||||||||||||
| Litigation costs and related recoveries, net | - | (31,386) | 31,386 | (100.0)% | |||||||||||||||||||
| Total operating expenses | 177,733 | 133,381 | 44,352 | 33.3% | |||||||||||||||||||
| Operating income | 21,021 | 54,944 | (33,923) | (61.7)% | |||||||||||||||||||
| Non-operating income and (expenses): | |||||||||||||||||||||||
| Interest expense | (3,361) | (4,750) | 1,389 | (29.2)% | |||||||||||||||||||
| Other income (expenses), net | (464) | 1,686 | (2,150) | (127.5)% | |||||||||||||||||||
| Income before income taxes | 17,196 | 51,880 | (34,684) | (66.9)% | |||||||||||||||||||
| Income taxes | (6,915) | (15,506) | 8,591 | (55.4)% | |||||||||||||||||||
| Net income | $ | 10,281 | $ | 36,374 | $ | (26,093) | (71.7)% | ||||||||||||||||
(1)Includes the portion of costs for IT, security services and facilities costs that are allocated to cost of revenue. In our Unaudited Condensed Consolidated Financial Statements, the total of such costs is allocated between cost of revenue, sales and marketing, and general and administrative expenses, based primarily on relative headcount.
Revenue. Revenue grew from $311.7 million for the nine months ended September 30, 2025 to $328.6 million for the nine months ended September 30, 2026, an increase of $16.9 million or 5%. The increase in revenue was driven primarily by growth in our subscription revenue of $13.3 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Excluding revenue for Oracle's PeopleSoft software products, adjusted revenue increased by 9% for the nine months ended September 30, 2026.
On a geographic basis, United States revenue declined from $145.5 million for the nine months ended September 30, 2025 to $143.5 million for the nine months ended September 30, 2026, a decrease of $2.0 million or 1%. Excluding revenue for Oracle's PeopleSoft software products, U.S. revenue increased by 3% for the nine months ended September 30, 2026. Our international revenue grew from $166.2 million for the nine months ended September 30, 2025 to $185.1 million for the nine months ended September 30, 2026, an increase of $18.9 million or 11%. Excluding revenue for Oracle's PeopleSoft software products, international revenue increased by 13% for the nine months ended September 30, 2026.
Presented below is a reconciliation of our GAAP revenue to adjusted revenue, which excludes PeopleSoft revenue (in thousands):
| Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Reported Revenue | Less PeopleSoft | Adjusted Revenue | Reported Revenue | Less PeopleSoft | Adjusted Revenue | Reported Variance | Adjusted Variance | ||||||||||||||||||||||||||||||||||||||||
| U.S. | $ | 143,516 | $ | 6,203 | $ | 137,313 | $ | 145,512 | $ | 12,505 | $ | 133,007 | (1.4)% | 3.2% | |||||||||||||||||||||||||||||||||
| International | 185,088 | 2,812 | 182,276 | 166,234 | 5,058 | 161,176 | 11.3% | 13.1% | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 328,604 | $ | 9,015 | $ | 319,589 | $ | 311,746 | $ | 17,563 | $ | 294,183 | 5.4% | 8.6% | |||||||||||||||||||||||||||||||||
We are required to complete our previously-announced Wind Down of support and services for Oracle PeopleSoft products no later than July 31, 2028. The percentage of revenue derived from support and services the Company provides solely for Oracle PeopleSoft products was approximately 3% and 6% of the Company's total revenue for the nine months ended September 30, 2026 and 2025, respectively.
We present adjusted revenue as a supplemental non-GAAP financial measure. We believe this measure provides useful information to investors regarding underlying revenue trends as we transition away from PeopleSoft-related services because management uses the measure to evaluate the performance of the business during this transition. Adjusted revenue should be considered in addition to, and not as a substitute for or superior to, GAAP revenue and may not be comparable to similarly titled measures used by other companies.
Cost of revenue. Cost of revenue increased from $123.4 million for the nine months ended September 30, 2025 to $129.9 million for the nine months ended September 30, 2026, an increase of $6.4 million or 5%. The key drivers related to the cost of revenue increase were a $3.7 million increase in engineering consulting costs, a $2.0 million increase in administrative allocations, and a $1.4 million increase in all other costs. These unfavorable variances were slightly offset by a decrease in employee compensation and benefits of $0.7 million.
Gross profit. Gross profit increased from $188.3 million for the nine months ended September 30, 2025 to $198.8 million for the nine months ended September 30, 2026, an increase of $10.4 million or 6%. Gross profit margin for the nine months ended September 30, 2025 was 60.4% compared to 60.5% for the nine months ended September 30, 2026. For the nine months ended September 30, 2026, the total cost of revenue increased by 5.2% compared to an increase in revenue of 5.4% for the nine months ended September 30, 2026. As a result, our gross profit margin increased by 10 basis points period over period. We will continue to monitor and manage our overall gross margin as we enter and invest in a broader mix of products and services.
Sales and marketing expenses. As a percentage of our revenue, sales and marketing expenses were 37% and 35% for the nine months ended September 30, 2026 and 2025, respectively. In dollar terms, sales and marketing expenses increased from $110.2 million for the nine months ended September 30, 2025 to $120.4 million for the nine months ended September 30, 2026, an increase of $10.2 million or 9%. This increase was primarily due to the following: (i) a $3.9 million increase in employee compensation and benefits, (ii) a $2.7 million increase related to marketing programs and promotions, (iii) a $2.5 million increase in allocated costs, (iv) a $0.8 million increase in travel costs and (v) a $0.6 million increase in contract labor. These increases were partially offset by a $0.3 million decrease in all other costs. We will continue to seek additional revenue by selectively investing in resources and marketing programs that we believe will be scalable and help drive future revenue growth.
We expect to incur higher sales and marketing expenses associated with supporting the growth of our business as we continue to bring to market our new solutions and partnerships.
General and administrative expenses. General and administrative expenses decreased from $52.6 million for the nine months ended September 30, 2025 to $51.9 million for the nine months ended September 30, 2026, a decrease of $0.7 million or 1.3%. This decrease was due to the following: (i) an increased benefit of administrative allocation expenses of $4.7 million and (ii) a decrease in sales and other taxes of $1.3 million. These favorable variances were offset, in part, by (i) an increase in employee compensation and benefits of $0.9 million, (ii) an increase in computer and software licenses of $2.1 million and (iii) an increase in other expenses totaling $2.3 million.
Research and development expenses. In 2026, we made a strategic decision to utilize key personnel and resources to focus on research and development activities related to existing products and the development of new products for our technology solutions. Our primary development strategy is to incorporate Agentic AI solutions to extend the life cycle of
existing highly customizable ERP systems by automating and organizing business processes for enhanced flexibility, scalability and integration. Research and development expenses were $2.9 million for the nine months ended September 30, 2026.
Reorganization costs. Reorganization costs increased from $1.9 million for the nine months ended September 30, 2025 to $2.5 million for the nine months ended September 30, 2026. The costs were primarily related to severance costs associated with our reorganization plan. We may incur additional reorganization costs during the fourth quarter of 2026 as we continue to optimize our cost structure in areas where opportunities exist to streamline our operations.
Litigation costs and related recoveries, net. Litigation costs and related recoveries, net consist of the following (in thousands):
|
Nine Months Ended September 30, |
|||||||||||||||||
| 2026 | 2025 | Variance | |||||||||||||||
| Litigation settlement | $ | - | $ | (36,196) | $ | 36,196 | |||||||||||
| Professional fees and other costs of litigation | - | 4,810 | (4,810) | ||||||||||||||
| Litigation costs and related recoveries, net | $ | - | $ | (31,386) | $ | 31,386 | |||||||||||
In July 2025, in accordance with the terms of the Settlement Agreement, we received from Oracle approximately $37.9 million of the $58.5 million in attorneys' fees and costs that we previously paid to Oracle in late 2024. As a result, we recognized the loss recovery as litigation settlement income of $36.2 million and interest income of $1.7 million for the nine months ended September 30, 2025.
Professional fees and other costs associated with the above litigation decreased from $4.8 million for the nine months ended September 30, 2025 to none for the nine months ended September 30, 2026. Please refer to Note 8 to our Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Report, for additional information regarding our litigation with Oracle.
Interest expense. Interest expense decreased from $4.8 million for the nine months ended September 30, 2025 to $3.4 million for the nine months ended September 30, 2026, primarily due to lower outstanding borrowings. During the nine months ended September 30, 2026, we made principal payments totaling $25.9 million on the term loan, reducing the average outstanding principal balance and resulting in a $0.9 million decrease in term loan interest expense compared with the prior-year period. In addition, we had no borrowings under the revolving line of credit during the nine months ended September 30, 2026, compared to an average principal balance of $9.5 million during the prior-year period, resulting in a $0.5 million decrease in related interest expense.
Other income (expenses), net. Other income (expenses), net is primarily comprised of interest income, foreign exchange gains and losses, and other non-operating income and expenses. For the nine months ended September 30, 2026, net other expense of approximately $0.5 million was comprised of foreign exchange losses of $2.6 million and other expenses of $0.3 million, which were partially offset by interest income from cash and cash equivalents of $2.4 million. For the nine months ended September 30, 2025, net other income of approximately $1.7 million was comprised primarily of interest income of $4.1 million, which included $1.7 million related to interest income comprising a portion of the total $37.9 million of attorneys' fees and costs remitted by Oracle to us as well as interest income earned from cash and cash equivalents. The interest income was offset, in part, by foreign exchange losses of $2.1 million and other expenses of $0.3 million.
Income taxes. We recorded an income tax expense of $15.5 million for the nine months ended September 30, 2025 compared to $6.9 million for the nine months ended September 30, 2026. For the nine months ended September 30, 2026, the primary reason for the change in income taxes was due to a decrease of income before taxes of $34.7 million in the current year period compared to the prior year period.
Liquidity and Capital Resources
Overview
As of September 30, 2026, our primary source of cash is collections from client billings. Other customary sources of cash have historically included proceeds from interest income earned on cash and cash equivalents and short-term investments, sales and maturities of short-term investments and proceeds from our Credit Facility. Our primary uses of cash are general business expenses, capital expenditures and repayments of borrowings on our Credit Facility. Other customary uses of cash have included purchases of short-term investments and our stock repurchase program, from time to time.
As of September 30, 2026, we had a working capital deficit of $50.8 million and an accumulated deficit of $191.1 million. For the three months ended September 30, 2026, we recorded net income of $6.5 million. As of September 30, 2026, we had available cash and cash equivalents of $93.3 million.
Credit Facility
In April 2024, we refinanced our $90 million five-year term loan, which had an outstanding principal balance of $70.9 million, with our Credit Facility, a five-year senior secured credit facility consisting of a $75.0 million term loan and a $35.0 million revolving line of credit.
As of September 30, 2026, we had outstanding term loan borrowings of $43.4 million and no borrowings on the revolving line of credit under our Credit Facility. During the nine months ended September 30, 2026, we made aggregate principal payments of $25.9 million.
We have a choice of interest rates under the Credit Facility between (a) SOFR and (b) Base Rate, in each case plus an applicable margin. The applicable margin is based on our Consolidated Total Leverage Ratio (as defined in the Credit Facility) and whether we elect SOFR (ranging from 2.75% to 3.50%) or a Base Rate (ranging from 1.75% to 2.5%). Interest on the unused portion of the revolving credit line is at rates of between 25 to 40 basis points, depending on our Consolidated Total Leverage Ratio.
The 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 $20.0 million in U.S. cash. We believe that we are in compliance with these financial covenants for the three months ended September 30, 2026.
Please refer to Note 5 to the Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Report for information regarding our Credit Facility, including the first amendment dated March 27, 2026 thereto.
Liquidity
A key component of our business model is that most clients prepay annually for the services we will provide over the following year or longer. As a result, we generally collect cash from our clients in advance of when the related service costs are incurred. As of September 30, 2026, our current liabilities included $210.8 million of deferred revenue. Because deferred revenue represents amounts billed in advance of providing the related services and does not require a corresponding future cash payment equal to the recorded liability, we do not believe our working capital deficit of $50.8 million, by itself, is indicative of our liquidity needs. As an indicator of the costs associated with providing our services, cost of revenue represented approximately 39% of revenue for the three months ended September 30, 2026.
As of September 30, 2026, we had $93.3 million of cash and cash equivalents and $35.0 million of available borrowing capacity under our revolving line of credit. We also had $43.4 million of outstanding term loan principal, with the next and final scheduled principal payment not due until April 30, 2029, though we will continue to evaluate whether any additional principal prepayments will be made prior to that date.
Based on our current operating plans and expectations, and assuming that our operations are not significantly adversely impacted by inflation, changes in interest rates, global economic or geopolitical uncertainties, or the litigation matters disclosed in Note 8 to our Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Report, we believe that our existing cash and cash equivalents, cash flows from operating activities and borrowing capacity under our Credit Facility will be sufficient to meet our anticipated cash requirements, including working capital, planned capital expenditures, contractual obligations and debt service requirements, for at least the next twelve months.
Our future capital requirements depend on many factors, including client growth, number of employees, expansion of sales and marketing activities, research and development efforts, and the introduction of new and enhanced service offerings and additional investments in our infrastructure. We plan to make significant investments in our IT infrastructure in 2027, which will increase our capital expenditures relative to prior periods. We may also enter into arrangements to acquire or invest in complementary businesses, services, technologies, or intellectual property rights in the future. In the long term, we may choose to seek additional debt or equity financing to support these capital requirements. In an economic downturn, however, we may be unable to raise capital through debt or equity financings on terms acceptable to us or at all. Covenants in our Credit Facility could also have consequences on our operations, including restricting or delaying our ability to obtain additional financing, potentially limiting our ability to adjust to rapidly changing market conditions or respond to business opportunities. Additionally, in challenging and uncertain economic environments, we cannot predict when macroeconomic uncertainty may arise, whether or when such circumstances may improve or worsen or what impact such circumstances could have on our business and our liquidity requirements.
Cash Flows Summary
Presented below is a summary of our operating, investing and financing cash flows (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by (used in): | |||||||||||
| Operating activities | $ | 7,677 | $ | 40,659 | |||||||
| Investing activities | (4,194) | (3,865) | |||||||||
| Financing activities | (29,701) | (21,810) | |||||||||
| Effect of foreign currency on cash | (214) | 5,720 | |||||||||
| Net change in cash, cash equivalents and restricted cash | $ | (26,432) | $ | 20,704 | |||||||
Cash Flows From Operating Activities
Our primary source of operating cash is collections from client billings. A key component of our business model generally requires customers to prepay annually for services we provide over the following year or longer. As a result, the timing of billings and collections can cause operating flows to vary from period to period and may not correspond directly with the timing of revenue recognition. Our primary uses of operating cash are for employee-related expenditures, outsourced labor, marketing activities, computer supplies, software and licenses, litigation and leased facilities.
For the nine months ended September 30, 2026 and 2025, net cash provided by operating activities was $7.7 million and $40.7 million, respectively. The $40.7 million for the nine months ended September 30, 2025 included the receipt of $37.9 million of litigation settlement proceeds in July 2025, which did not recur in 2026.
For the nine months ended September 30, 2026, net cash provided by operating activities of $7.7 million consisted of net income of $10.3 million, adjusted for $14.8 million of non-cash items, partially offset by $17.4 million of unfavorable changes in operating assets and liabilities. The most significant changes in operating assets and liabilities included a $48.5 million decrease in accounts receivable, primarily reflecting cash collections, partially offset by a $53.0 million decrease in deferred revenue as revenue recognized during the period exceeded billings, and a decrease in accrued compensation and other accruals, primarily related to the payment of prior-year bonuses and commissions.
For the nine months ended September 30, 2025, net cash provided by operating activities was $40.7 million, including the benefit of the litigation settlement proceeds, as described above. Operating cash flows also reflected a decrease in accounts receivable as cash collections exceeded billings, partially offset by a decrease in deferred revenue as revenue recognized exceeded billings, and an increase in prepaid expenses, deposits and other assets resulting from payments for software licenses and future marketing tradeshows.
Cash Flows From Investing Activities
For the nine months ended September 30, 2026, cash flows used in investing activities of $4.2 million were driven by capital expenditures for computer equipment and software and leasehold improvements as we continued to invest in our
business infrastructure and geographic locations, primarily in the U.S. and India. We expect cash flows used in investing activities to increase in 2027 to fund planned IT infrastructure improvements.
For the nine months ended September 30, 2025, cash flows used in investing activities of $3.9 million were primarily driven by capital expenditures for leasehold improvements, software development costs, and computer equipment, primarily in Brazil, Korea and the U.S.
Cash Flows From Financing Activities
For the nine months ended September 30, 2026, cash utilized in financing activities of $29.7 million was primarily attributable to $25.9 million of term-loan principal payments related to the Credit Facility and $5.0 million of Common Stock repurchases which were offset, in part, by proceeds from stock option exercises.
For the nine months ended September 30, 2025, cash utilized in financing activities of $21.8 million was attributable to principal payments related to the Credit Facility revolving line of credit and term loan, payments to repurchase shares of Common Stock, and finance lease payments which were offset, in part, by proceeds from stock option exercises.
Effect of Foreign Currency Translation and Foreign Subsidiaries
The effect of foreign currency translation changes was unfavorable for $0.2 million and favorable for $5.7 million for the nine months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026, the unfavorable foreign currency impact was related to several of our foreign subsidiaries' local currencies as the U.S. dollar strengthened in September 2026. As of September 30, 2026, we had cash and cash equivalents of $31.2 million held by our foreign subsidiaries.
Our foreign subsidiaries and branches are dependent on our U.S.-based parent for continued funding. We currently do not intend to repatriate any amounts that have been invested overseas back to the U.S.-based parent. However, we may still be liable for withholding taxes, state taxes, or other income taxes that might be incurred upon the repatriation of foreign earnings. We have not made any provision for additional income taxes on undistributed earnings of our foreign subsidiaries.
Critical Accounting Estimates
Our management's discussion and analysis of financial condition and results of operations is based on our Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, as well as the reported revenue and expenses during the reporting periods. These items are monitored and analyzed for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from these estimates under different assumptions or conditions.
We describe our significant accounting policies in Note 2 to our Consolidated Financial Statements for the year ended December 31, 2025, included in Part II, Item 8 of our 2025 Form 10-K, and we discuss our critical accounting policies and estimates in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section included in Part II, Item 7 of our 2025 Form 10-K. Since the filing of our 2025 Form 10-K, there have been no material changes in our critical accounting policies and estimates from those disclosed therein.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by us as of the specified effective date. For additional information on recently issued accounting standards and our plans for adoption of those standards, please refer to the section titled Recent Accounting Pronouncements under Note 2 to our Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Report.
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