ImmunoGenesis to present IMGS-001 Phase 1a/1b Clinical Study Updates at the 2025 American Society of Clinical Oncology (ASCO) Annual Meeting
HOUSTON , May 30, 2025 /CNW/ -- ImmunoGenesis, a clinical-stage biotech company developing innovative, science-driven immunotherapies, announced today that a Trial in Progress poster for its first-in-human, Phase 1a/ 1b clinical trial of IMGS-001 will be presented at the 2025 American Society of Clinical Oncology (ASCO) Annual Meeting being held in Chicago, Illinois from May 30 to June 3, 2025 .
This Phase 1a/ 1b first-in-human, open-label, multicenter study (NCT06014502) includes a dose escalation and an expansion portion to evaluate the safety, pharmacokinetics, and preliminary anti-tumor activity of IMGS-001 in adult patients with locally advanced or metastatic solid tumors refractory to standard-of-care treatment. The study will enroll approximately 25 patients in Phase 1a and up to 250 in Phase 1b . The first three of five planned dose cohorts have completed without any dose limiting toxicities (DLTs), with cohort 4 (10 mg/kg) now enrolling.
"This clinical trial is an important first step to understand how IMGS-001 may potentially remove immunosuppressive cells while improving PD-1 pathway blockade to treat otherwise immunoresistant tumors that represent a significant unmet medical need," stated Charles Schweizer , PhD, Senior Vice President of Clinical Development at ImmunoGenesis. "We are pleased to discuss the study plan and progress at this important conference as we look ahead to sharing results."
"We are encouraged by the early performance of IMGS-001 as we proceed with Phase 1 dose escalation in patients with a variety of advanced solid tumors," said James Barlow , President and CEO of ImmunoGenesis. "Initial low doses administered to date have been well-tolerated with no dose-limiting toxicities, and we are seeing promising early signs of anti-tumor activity in patients who have failed prior treatments. IMGS-001 has the potential to be a foundational therapy for immune-excluded tumors, addressing a major unmet need."
ASCO Poster Presentation
Title: A Phase 1a/ 1b study to evaluate the safety, tolerability, Pharmakokinetics, and anti-tumor activity of IMGS-001 in Patients with relapsed or refractory advanced solid tumors.
Abstract: TS2686 | Poster Bd #: 324a
Track: Developmental Therapeutics—Immunotherapy
Location: Hall A -Posters and Exhibits | On Demand
Time: June 2, 2025 , 1:30 PM – 4:30 PM CDT
About ImmunoGenesis
ImmunoGenesis is a clinical-stage biotech company dedicated to transforming immuno-oncology by targeting key mechanisms of immune resistance. The company's lead product, IMGS-001, is a cytotoxic, dual-specific PD-L1/PD-L2 antibody currently in a Phase 1a/b clinical trial for the treatment of immune-excluded ("cold") tumors, which account for more than half of all cancers. In addition to its lead program, the company is developing a number of novel approaches to overcome immune resistance in cold tumors. ImmunoGenesis designs therapies to address the pathology of these tumors, overcoming immune exclusion to elicit a robust immune response. For more information, visit www.immunogenesis.com.
About IMGS-001, a PD-L1/PD-L2 Dual-Specific Inhibitor
IMGS-001, the lead program at ImmunoGenesis, is a PD-L1/PD-L2 dual-specific monoclonal antibody with engineered cytotoxic effector function. IMGS-001 is the first molecule in clinical testing to target PD-L2 in addition to PD-L1, potentially improving blockade of the PD-1 pathway. The engineered effector function may enable IMGS-001 to eliminate immunosuppressive PD-L1- and/or PD-L2-expressing cells present in the tumor microenvironment, providing the potential to overcome immune resistance in immune-excluded tumors. Preclinical data showed that IMGS-001 drove higher response rates in head-to-head studies compared to currently available immunotherapies. IMGS-001 may provide a new foundational therapy with its innovative multitasking mechanism of superior blockade and cytotoxic effector function. IMGS-001 is being developed with support from the Cancer Prevention and Research Institute of Texas (CPRIT) DP200094 as well as an investment from the Cancer Focus Fund, LP.
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WillScot Reports Second Quarter 2025 Results and Updates 2025 Full Year Outlook
PHOENIX, July 31, 2025 (GLOBE NEWSWIRE) -- WillScot Holdings Corporation ('WillScot' or the 'Company') (Nasdaq: WSC), a leader in innovative temporary space solutions, today announced second quarter 2025 results, including key performance highlights, market updates, and narrowed its original 2025 full year outlook. Q2 2025 1, 2 Generated revenue of $589 million, gross profit margin percentage of 50.3%, net income of $48 million, and diluted earnings per share of $0.26. Leasing revenues of $443 million improved 2.0% sequentially and were 3.4% below the prior year quarter with increased average monthly rates of 5.2% for modular space units and 7.2% for portable storage units offsetting much of the year-over-year impact from decreased units on rent. Delivered Adjusted EBITDA of $249 million at a 42.3% margin. Generated Net cash provided by operating activities of $205 million at a 34.9% margin and Adjusted Free Cash Flow of $130 million at a 22.1% margin. Expect to generate Adjusted Free Cash Flow of $500 million to $550 million in FY 2025 given strong year-to-date Adjusted Free Cash Flow and incorporating the new federal tax legislation signed into law on July 4, 2025. Deployed approximately $134 million towards tuck-in acquisitions, including a leading regional climate-controlled temporary storage business, and returned $53 million to shareholders through share repurchases and our quarterly cash dividend. Narrowed original FY 2025 Revenue and Adjusted EBITDA outlook ranges, reflecting the Company's macroeconomic views on the second half of 2025. "Our second quarter 2025 financial results were broadly in line with our expectations with an Adjusted EBITDA Margin of 42.3%, and an Adjusted Free Cash Flow Margin of 22.1%," said Brad Soultz, Chief Executive Officer of WillScot. "Consistent with our capital allocation framework, we deployed approximately $134 million towards tuck-in acquisitions, including a leading regional climate-controlled temporary storage business, and returned $53 million to shareholders through share repurchases and our quarterly cash dividend. While we continue to see strength in larger projects, the end market outlook overall remains mixed in the near term. We are progressing the various initiatives outlined in our investor day, targeting to achieve $3 billion of annualized revenue, $1.5 billion of Adjusted EBITDA, and $700 million of Adjusted Free Cash Flow in three-to-five years." Second Quarter 2025 Results 1 Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share data) 2025 2024 2025 2024 Revenue $ 589,083 $ 604,590 $ 1,148,634 $ 1,191,771 Net income (loss) $ 47,939 $ (46,851) $ 90,994 $ 9,389 Adjusted Net Income 1 $ 49,209 $ 75,043 $ 92,990 $ 143,057 Adjusted EBITDA 1 $ 248,913 $ 263,576 $ 477,698 $ 511,585 Gross profit margin 50.3 % 54.1 % 51.9 % 54.0 % Adjusted EBITDA Margin (%) 1 42.3 % 43.6 % 41.6 % 42.9 % Net cash provided by operating activities $ 205,311 $ 175,611 $ 411,938 $ 384,287 Adjusted Free Cash Flow 1 $ 130,327 $ 128,948 $ 275,122 $ 273,963 Diluted earnings (loss) per share $ 0.26 $ (0.25) $ 0.49 $ 0.05 Adjusted Diluted Earnings Per Share 1 $ 0.27 $ 0.39 $ 0.50 $ 0.74 Weighted average diluted shares outstanding 183,439,165 189,680,091 184,367,127 192,409,616 Adjusted weighted average diluted shares outstanding 1 183,439,165 191,753,841 184,367,127 192,409,616 Net cash provided by operating activities margin 34.9 % 29.0 % 35.9 % 32.2 % Adjusted Free Cash Flow Margin (%) 1 22.1 % 21.3 % 24.0 % 23.0 % Return on Invested Capital 1 13.8 % 16.4 % 13.5 % 15.7 % "Financial results for the second quarter of 2025 were consistent with our outlook and reflect solid execution by our team to deliver on our priorities," commented Matt Jacobsen, Chief Financial Officer of WillScot. "We achieved quarterly revenue of $589 million and Adjusted EBITDA of $249 million. Adjusted EBITDA margin expanded sequentially in the second quarter by 140 basis points to 42.3% as we expected. Net cash provided by operating activities of $205 million for the quarter was up 17% year-over-year, and included some early benefits from our increased focus on back office productivity and working capital management. In turn, we generated Adjusted Free Cash Flow for the quarter of $130 million at an Adjusted Free Cash Flow Margin of 22.1%, or 80 basis points higher year-over-year. We believe the cash generating strength of our business continues to provide us various options for redeployment of capital towards accretive Net CAPEX investments and acquisitions, while continuing to return capital to shareholders." Jacobsen continued, "We continue to monitor end market demand as non-residential construction starts activity remains a gating factor to near term volume growth. While our second quarter lease revenues were 3.4% below the prior year quarter, they improved 2.0% sequentially in the second quarter. Based on our end market demand expectations for the remainder of 2025, we have narrowed our Revenue outlook range to $2,300 million to $2,350 million and Adjusted EBITDA outlook range to $1,000 million to $1,020 million. Additionally, we are seeing improvements in working capital and will benefit from the recently enacted tax legislation such that we now expect full year 2025 Adjusted Free Cash Flow of $500 million to $550 million." Capitalization and Liquidity Update 1, 2, 3 As of and for the three months ended June 30, 2025, except where noted: Net cash provided by operating activities was $205 million, resulting in $130 million of Adjusted Free Cash Flow after Net CAPEX investments. Invested $75 million of Net CAPEX, including $85 million of capital expenditures for rental equipment, supporting both maintenance capex needs and growth in new product lines. Maintained availability under our asset backed revolving credit facility of approximately $1.6 billion. Total debt was $3,700 million and net debt, or total debt net of cash and cash equivalents, was $3,687 million. Our next debt maturity is in 2027. Weighted average pre-tax interest rate, inclusive of $1.25 billion of fixed-to-floating swaps at 3.55%, was approximately 5.8%. Estimated annual cash interest expense based on our current debt structure and benchmark rates is approximately $218 million, or approximately $230 million inclusive of non-cash amortization of deferred financing fees. Our debt structure is approximately 87% / 13% fixed-to-floating after giving effect to all interest rate swaps. Net Debt to Adjusted EBITDA was at 3.6x based on our last 12 months Adjusted EBITDA of $1,029 million, which increased slightly during the quarter as a result of acquisition timing. Repurchased 1,533,109 shares of Common Stock for $40 million, contributing to a 3.4% reduction in our outstanding share count over the 12 months ending June 30, 2025. Paid Common Stock quarterly cash dividend of $0.07 per share on June 18, 2025 to shareholders of record as of June 4, 2025. 2025 Full Year Outlook 1, 2 This outlook is subject to risks and uncertainties, including those described in "Forward-Looking Statements" below. ____________________ 1 - Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Weighted Average Diluted Shares Outstanding, Adjusted Free Cash Flow, Adjusted Free Cash Flow Margin, Net Debt to Adjusted EBITDA, Net CAPEX and Return on Invested Capital are non-GAAP financial measures. Further information and reconciliations for these non-GAAP measures to the most directly comparable financial measure under generally accepted accounting principles in the US ("GAAP") are included at the end of this press release. 2 - Information reconciling forward-looking Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow to GAAP financial measures is unavailable to the Company without unreasonable effort and therefore neither the most comparable GAAP measures nor reconciliations to the most comparable GAAP measures are provided. 3 - Net Debt to Adjusted EBITDA is defined as total debt, net of total cash and cash equivalents, divided by Adjusted EBITDA from the last twelve months. Non-GAAP Financial Measures This press release includes non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net income, Adjusted diluted earnings per share, Adjusted Weighted Average Diluted Shares Outstanding, Adjusted Free Cash Flow, Adjusted Free Cash Flow Margin, Return on Invested Capital, Net CAPEX, and Net Debt to Adjusted EBITDA ratio. Adjusted EBITDA is defined as net income (loss) plus net interest (income) expense, income tax expense (benefit), depreciation and amortization adjusted to exclude certain non-cash items and the effect of what we consider transactions or events not related to our core business operations, including net currency gains and losses, goodwill and other impairment charges, restructuring costs, costs to integrate acquired companies, costs incurred related to transactions, non-cash charges for stock compensation plans and other discrete expenses. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted net income is defined as net income (loss) plus certain non-cash items and the effect of what we consider transactions or events not related to our core business operations, including goodwill and other impairment charges, restructuring costs, costs to integrate acquired companies, costs incurred related to transactions, and other discrete expenses. Adjusted diluted earnings per share is defined as adjusted net income divided by Adjusted diluted weighted average common shares outstanding. The calculation of Adjusted Weighted Average Diluted Shares Outstanding includes shares related to stock awards that are dilutive for Adjusted diluted earnings per share. Adjusted Free Cash Flow is defined as net cash provided by operating activities; less purchases of rental equipment and property, plant and equipment and plus proceeds from sale of rental equipment and property, plant and equipment, which are all included in cash flows from investing activities; excluding one-time, nonrecurring payments for transaction costs from terminated acquisitions. Adjusted Free Cash Flow Margin is defined as Adjusted Free Cash Flow divided by revenue. Return on Invested Capital is defined as adjusted earnings before interest and amortization divided by average invested capital. Adjusted earnings before interest and amortization is defined as Adjusted EBITDA (see definition above) reduced by depreciation and estimated statutory taxes. We include estimated taxes at our current statutory tax rate of approximately 26%. Average invested capital is calculated as an average of net assets. Net assets is defined as total assets less goodwill, intangible assets, net and all non-interest bearing liabilities. Net CAPEX is defined as purchases of rental equipment and refurbishments and purchases of property, plant and equipment, less proceeds from the sale of rental equipment and proceeds from the sale of property, plant and equipment, which are all included in cash flows from investing activities. Net Debt to Adjusted EBITDA ratio is defined as Net Debt divided by Adjusted EBITDA. The Company believes that Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors because they (i) allow investors to compare performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance; (ii) are used by our board of directors and management to assess our performance; (iii) may, subject to the limitations described below, enable investors to compare the performance of the Company to its competitors; (iv) provide additional tools for investors to use in evaluating ongoing operating results and trends; and (v) align with definitions in our credit agreement. The Company believes that Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin are useful to investors because they provide additional information concerning cash flow available to fund our capital allocation alternatives and allow investors to compare cash generation performance over various reporting periods and against peers. The Company believes that Return on Invested Capital provides information about the long-term health and profitability of the business relative to the Company's cost of capital. The Company believes that the presentation of Net CAPEX provides useful information to investors regarding the net capital invested into our rental fleet and plant, property and equipment each year to assist in analyzing the performance of our business. The Company believes that the presentation of Net Debt to Adjusted EBITDA, Adjusted net income and Adjusted Diluted Earnings Per Share provide useful information to investors regarding the performance of our business. Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income (loss) or cash flow from operating activities as an indicator of operating performance or liquidity. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate Adjusted EBITDA and other non-GAAP financial measures differently, and therefore the Company's non-GAAP financial measures may not be directly comparable to similarly-titled measures of other companies. For reconciliations of the non-GAAP measures used in this press release (except as explained below), see 'Reconciliation of Non-GAAP Financial Measures" included in this press release. Information regarding the most comparable GAAP financial measures and reconciling forward-looking Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow to those GAAP financial measures is unavailable to the Company without unreasonable effort. We cannot provide the most comparable GAAP financial measures nor reconciliations of forward-looking Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow to GAAP financial measures because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted, such as the provision for income taxes. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income, and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the Company without unreasonable effort. Although we provide ranges of Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow that we believe will be achieved, we cannot accurately predict all the components of the Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow calculations. The Company provides Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow guidance because we believe that Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow, when viewed with our results under GAAP, provides useful information for the reasons noted above. Conference Call Information WillScot will host a conference call and webcast to discuss its second quarter 2025 results and 2025 outlook at 5:30 p.m. Eastern Time on Thursday, July 31, 2025. To access the live call by phone, use the following link: You will be provided with dial-in details after registering. To avoid delays, we recommend that participants dial into the conference call 15 minutes ahead of the scheduled start time. A live webcast will also be accessible via the "Events & Presentations" section of the Company's investor relations website: Choose "Events" and select the information pertaining to the WillScot Second Quarter 2025 Conference Call. Additionally, there will be slides accompanying the webcast. Please allow at least 15 minutes prior to the call to register, download and install any necessary software. For those unable to listen to the live broadcast, an audio webcast of the call will be available for 12 months on the Company's investor relations website. About WillScot Listed on the Nasdaq stock exchange under the ticker symbol 'WSC,' WillScot is the premier provider of highly innovative and turnkey space solutions in North America. The Company's comprehensive range of products includes modular office complexes, mobile offices, classrooms, temporary restrooms, portable storage containers, protective buildings and climate-controlled units, and clearspan structures, as well as a curated selection of furnishings, appliances, and other supplementary services, ensuring turnkey solutions for its customers. Headquartered in Phoenix, Arizona, and operating from a network of approximately 260 branch locations and additional drop lots across the United States, Canada, and Mexico, WillScot's business services are essential for diverse customer segments spanning all sectors of the economy. Forward-Looking Statements This news release contains forward-looking statements (including the guidance/outlook contained herein) within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. The words "estimates," "expects," "anticipates," "believes," "forecasts," "plans," "intends," "may," "will," "should," "shall," "outlook," "guidance," "see," "have confidence" and variations of these words and similar expressions identify forward-looking statements, which are generally not historical in nature. Certain of these forward-looking statements include statements relating to: our mergers and acquisitions pipeline, acceleration of our run rate, acceleration toward and the timing of our achievement of our three to five year milestones, growth and acceleration of cash flow, driving higher returns on invested capital, and Adjusted EBITDA margin expansion. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions, they are predictions and we can give no assurance that any such forward-looking statement will materialize. Important factors that may affect actual results or outcomes include, among others, our ability to acquire and integrate new assets and operations; our ability to judge the demand outlook; our ability to achieve planned synergies related to acquisitions; regulatory approvals; our ability to successfully execute our growth strategy, manage growth and execute our business plan; our estimates of the size of the markets for our products; the rate and degree of market acceptance of our products; the success of other competing modular space and portable storage solutions that exist or may become available; rising costs and inflationary pressures adversely affecting our profitability; potential litigation involving our Company; general economic and market conditions impacting demand for our products and services and our ability to benefit from an inflationary environment; our ability to maintain an effective system of internal controls; and such other risks and uncertainties described in the periodic reports we file with the SEC from time to time (including our Form 10-K for the year ended December 31, 2024), which are available through the SEC's EDGAR system at and on our website. Any forward-looking statement speaks only at the date on which it is made, and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. WillScot Holdings Corporation Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2025 2024 2025 2024 Revenues: Leasing and services revenue: Leasing $ 442,916 $ 458,592 $ 877,306 $ 919,193 Delivery and installation 108,452 108,147 197,113 208,509 Sales revenue: New units 21,620 21,378 44,057 34,877 Rental units 16,095 16,473 30,158 29,192 Total revenues 589,083 604,590 1,148,634 1,191,771 Costs: Costs of leasing and services: Leasing 95,338 98,248 183,408 200,642 Delivery and installation 88,154 81,170 161,950 159,012 Costs of sales: New units 13,552 13,358 28,750 21,631 Rental units 7,525 9,085 15,694 15,961 Depreciation of rental equipment 88,444 75,611 162,396 150,519 Gross profit 296,070 327,118 596,436 644,006 Other operating expenses: Selling, general and administrative 145,023 180,793 302,169 349,107 Other depreciation and amortization 24,188 18,135 47,328 36,055 Impairment loss on intangible asset — 132,540 — 132,540 Currency (gains) losses, net (79) (42) 144 35 Other expense, net 38 924 461 1,555 Operating income (loss) 126,900 (5,232) 246,334 124,714 Interest expense, net 58,977 55,548 117,446 112,136 Income (loss) before income tax 67,923 (60,780) 128,888 12,578 Income tax expense (benefit) 19,984 (13,929) 37,894 3,189 Net income (loss) $ 47,939 $ (46,851) $ 90,994 $ 9,389 Earnings (loss) per share: Basic $ 0.26 $ (0.25) $ 0.50 $ 0.05 Diluted $ 0.26 $ (0.25) $ 0.49 $ 0.05 Weighted average shares: Basic 182,468,243 189,680,091 183,071,055 189,908,812 Diluted 183,439,165 189,680,091 184,367,127 192,409,616 WillScot Holdings Corporation Condensed Consolidated Balance Sheets (in thousands, except share data) June 30, 2025 (unaudited) December 31, 2024 Assets Cash and cash equivalents $ 12,850 $ 9,001 Trade receivables, net of allowances for credit losses at June 30, 2025 and December 31, 2024 of $88,360 and $101,693, respectively 414,137 430,381 Inventories 46,546 47,473 Prepaid expenses and other current assets 54,814 67,751 Assets held for sale 1,953 2,904 Total current assets 530,300 557,510 Rental equipment, net 3,424,524 3,377,939 Property, plant and equipment, net 375,296 363,073 Operating lease assets 259,266 266,761 Goodwill 1,257,264 1,201,353 Intangible assets, net 246,794 251,164 Other non-current assets 11,259 17,111 Total long-term assets 5,574,403 5,477,401 Total assets $ 6,104,703 $ 6,034,911 Liabilities and equity Accounts payable $ 115,628 $ 96,597 Accrued expenses 161,965 121,583 Accrued employee benefits 43,060 25,062 Deferred revenue and customer deposits 240,251 250,790 Operating lease liabilities – current 67,873 66,378 Current portion of long-term debt 26,928 24,598 Total current liabilities 655,705 585,008 Long-term debt 3,672,856 3,683,502 Deferred tax liabilities 499,936 505,913 Operating lease liabilities – non-current 192,552 200,875 Other non-current liabilities 49,059 41,020 Long-term liabilities 4,414,403 4,431,310 Total liabilities 5,070,108 5,016,318 Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at June 30, 2025 and December 31, 2024 — — Common Stock: $0.0001 par, 500,000,000 shares authorized and 182,236,993 and 183,564,899 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively 19 19 Additional paid-in-capital 1,756,797 1,836,165 Accumulated other comprehensive loss (66,251) (70,627) Accumulated deficit (655,970) (746,964) Total shareholders' equity 1,034,595 1,018,593 Total liabilities and shareholders' equity $ 6,104,703 $ 6,034,911 Reconciliation of Non-GAAP Financial Measures In addition to using GAAP financial measurements, we use certain non-GAAP financial measures that we believe are important for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of our ongoing operations and analyze our business performance and trends. Adjusted EBITDA We define EBITDA as net income (loss) plus interest (income) expense, income tax expense (benefit), depreciation and amortization. Our adjusted EBITDA ("Adjusted EBITDA") reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what we consider transactions or events not related to our core business operations: Currency (gains) losses, net on monetary assets and liabilities denominated in foreign currencies other than the subsidiaries' functional currency. Goodwill and other impairment charges related to non-cash costs associated with impairment charges to goodwill, other intangibles, rental fleet, and property, plant and equipment. Restructuring costs, lease impairment expense, and other related charges associated with restructuring plans designed to streamline operations and reduce costs including employee and lease termination costs. Transaction costs including legal and professional fees and other transaction specific related costs. Costs to integrate acquired companies, including outside professional fees, non-capitalized costs associated with system integrations, non-lease branch and fleet relocation expenses, employee relocation and training costs, and other costs required to realize cost or revenue synergies. Non-cash charges for stock compensation plans. Other expense, including consulting expenses related to certain one-time projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, and unrealized gains and losses on investments. We evaluate business performance utilizing Adjusted EBITDA, as shown in the reconciliation of the Company's consolidated net income to Adjusted EBITDA below. The Company believes that Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors because they (i) allow investors to compare performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance; (ii) are used by our board of directors and management to assess our performance; (iii) may, subject to the limitations described below, enable investors to compare the performance of the Company to its competitors; (iv) provide additional tools for investors to use in evaluating ongoing operating results and trends; and (v) align with definitions in our credit agreement. Adjusted EBITDA has limitations as an analytical tool, and you should not consider the measure in isolation or as a substitute for net income (loss), cash flow from operations or other methods of analyzing the Company's results as reported under GAAP. Some of these limitations are: Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness; Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes; Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; Adjusted EBITDA does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations; Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and Other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure. Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of our business or as a measure of cash that will be available to meet our obligations. The following table provides reconciliations of net income to Adjusted EBITDA: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Net income (loss) $ 47,939 $ (46,851) $ 90,994 $ 9,389 Income tax expense (benefit) 19,984 (13,929) 37,894 3,189 Interest expense, net 58,977 55,548 117,446 112,136 Depreciation and amortization 112,632 93,746 209,724 186,574 Currency (gains) losses, net (79) (42) 144 35 Restructuring costs, lease impairment expense and other related charges 205 6,183 907 6,929 Impairment loss on intangible asset — 132,540 — 132,540 Transaction costs 1,125 40 1,159 40 Integration costs 386 3,066 613 5,943 Stock compensation expense 8,373 9,614 16,714 18,713 Other (629) 23,661 2,103 36,097 Adjusted EBITDA $ 248,913 $ 263,576 $ 477,698 $ 511,585 Adjusted EBITDA Margin We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. Management believes that the presentation of Adjusted EBITDA Margin provides useful information to investors regarding the performance of our business. The following table provides comparisons of Adjusted EBITDA Margin to Gross Profit Margin: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Adjusted EBITDA (A) $ 248,913 $ 263,576 $ 477,698 $ 511,585 Revenue (B) $ 589,083 $ 604,590 $ 1,148,634 $ 1,191,771 Adjusted EBITDA Margin (A/B) 42.3 % 43.6 % 41.6 % 42.9 % Gross profit (C) $ 296,070 $ 327,118 $ 596,436 $ 644,006 Gross Profit Margin (C/B) 50.3 % 54.1 % 51.9 % 54.0 % Net Debt to Adjusted EBITDA Ratio Net Debt to Adjusted EBITDA ratio is defined as Net Debt divided by Adjusted EBITDA from the last twelve months. We define Net Debt as total debt net of total cash and cash equivalents. Management believes that the presentation of Net Debt to Adjusted EBITDA ratio provides useful information to investors regarding the performance of our business. The following table provides a reconciliation of Net Debt to Adjusted EBITDA ratio: (in thousands) June 30, 2025 Long-term debt $ 3,672,856 Current portion of long-term debt 26,928 Total debt 3,699,784 Cash and cash equivalents 12,850 Net debt (A) $ 3,686,934 Adjusted EBITDA from the three months ended September 30, 2024 $ 266,863 Adjusted EBITDA from the three months ended December 31, 2024 284,712 Adjusted EBITDA from the three months ended March 31, 2025 228,785 Adjusted EBITDA from the three months ended June 30, 2025 248,913 Adjusted EBITDA from the last twelve months (B) $ 1,029,273 Net Debt to Adjusted EBITDA ratio (A/B) 3.6 Adjusted Net Income and Adjusted Diluted Earnings Per Share We define adjusted net income as net income (loss), plus certain non-cash items and the effect of what we consider transactions not related to our core business operations including: Goodwill and other impairment charges related to non-cash costs associated with impairment charges to goodwill, other intangibles, rental fleet and property, plant and equipment. Restructuring costs, lease impairment expense, and other related charges associated with restructuring plans designed to streamline operations and reduce costs including employee and lease termination costs. Transaction costs including legal and professional fees and other transaction specific related costs. Costs to integrate acquired companies, including outside professional fees, non-capitalized costs associated with system integrations, non-lease branch and fleet relocation expenses, employee relocation and training costs, and other costs required to realize cost or revenue synergies. Transaction costs, including legal and professional fees and other transaction-specific costs, for terminated acquisitions. We define adjusted diluted earnings per share as adjusted net income divided by adjusted diluted weighted average common shares outstanding. Management believes that the presentation of adjusted net income and adjusted diluted earnings per share provide useful information to investors regarding the performance of our business. The following table provides reconciliations of net income to adjusted net income and comparisons of diluted earnings per share to adjusted diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share data) 2025 2024 2025 2024 Net income (loss) $ 47,939 $ (46,851) $ 90,994 $ 9,389 Restructuring costs, lease impairment expense and other related charges, net 205 6,183 907 6,929 Impairment loss on intangible asset — 132,540 — 132,540 Transaction costs 1,125 40 1,159 40 Integration costs 386 3,066 613 5,943 Transaction costs from terminated acquisitions — 22,893 — 35,180 Estimated tax impact 1 (446) (42,828) (683) (46,964) Adjusted Net Income $ 49,209 $ 75,043 $ 92,990 $ 143,057 Net income (loss) per adjusted diluted share $ 0.26 $ (0.24) $ 0.49 $ 0.05 Restructuring costs, lease impairment expense and other related charges, net — 0.03 0.01 0.04 Impairment loss on intangible asset — 0.69 — 0.69 Transaction costs 0.01 — 0.01 — Integration costs — 0.02 — 0.03 Transaction costs from terminated acquisitions — 0.12 — 0.18 Estimated tax impact 1 — (0.23) (0.01) (0.25) Adjusted Diluted Earnings Per Share $ 0.27 $ 0.39 $ 0.50 $ 0.74 Weighted average diluted shares outstanding 183,439,165 189,680,091 184,367,127 192,409,616 Adjusted Weighted Average Dilutive Shares Outstanding 183,439,165 191,753,841 184,367,127 192,409,616 1 We include estimated taxes at our current statutory tax rate of approximately 26%. 2 For the three months ended June 30, 2024, diluted loss per share is based on weighted average diluted shares outstanding of 189,680,091, which excluded shares related to stock awards, as the effect would be anti-dilutive. The calculation of adjusted diluted earnings per share is based on weighted average diluted shares outstanding of 191,753,841 as the shares related to stock awards are dilutive for adjusted diluted earnings per share. Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin We define Adjusted Free Cash Flow as net cash provided by operating activities; less purchases of rental equipment and property, plant and equipment and plus proceeds from sale of rental equipment and property, plant and equipment, which are all included in cash flows from investing activities; excluding one-time, nonrecurring payments for the transaction costs from terminated acquisitions. Adjusted Free Cash Flow Margin is defined as Adjusted Free Cash Flow divided by Revenue. The Company believes that Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin are useful to investors because they provide additional information concerning cash flow available to fund our capital allocation alternatives and allow investors to compare cash generation performance over various reporting periods and against peers. The following table provides reconciliations of Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Net cash provided by operating activities $ 205,311 $ 175,611 $ 411,938 $ 384,287 Purchase of rental equipment and refurbishments (85,269) (65,174) (157,821) (137,591) Proceeds from sale of rental equipment 16,269 16,473 30,332 30,668 Purchase of property, plant and equipment (6,286) (6,247) (10,920) (12,801) Proceeds from the sale of property, plant and equipment 302 215 1,593 215 Cash paid for transaction costs from terminated acquisitions — 8,070 — 9,185 Adjusted Free Cash Flow (A) $ 130,327 $ 128,948 $ 275,122 $ 273,963 Revenue (B) $ 589,083 $ 604,590 $ 1,148,634 $ 1,191,771 Adjusted Free Cash Flow Margin (A/B) 22.1 % 21.3 % 24.0 % 23.0 % Net cash provided by operating activities (C) $ 205,311 $ 175,611 $ 411,938 $ 384,287 Net cash provided by operating activities margin (C/B) 34.9 % 29.0 % 35.9 % 32.2 % Net CAPEX We define Net CAPEX as purchases of rental equipment and refurbishments and purchases of property, plant and equipment (collectively, "Total Capital Expenditures"), less proceeds from the sale of rental equipment and proceeds from the sale of property, plant and equipment (collectively, "Total Proceeds"), which are all included in cash flows from investing activities. Management believes that the presentation of Net CAPEX provides useful information regarding the net capital invested in our rental fleet and property, plant and equipment each year to assist in analyzing the performance of our business. The following table provides reconciliations of Net CAPEX: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Purchases of rental equipment and refurbishments $ (85,269) $ (65,174) $ (157,821) $ (137,591) Proceeds from sale of rental equipment 16,269 16,473 30,332 30,668 Net CAPEX for Rental Equipment (69,000) (48,701) (127,489) (106,923) Purchases of property, plant and equipment (6,286) (6,247) (10,920) (12,801) Proceeds from sale of property, plant and equipment 302 215 1,593 215 Net CAPEX $ (74,984) $ (54,733) $ (136,816) $ (119,509) Return on Invested Capital Return on Invested Capital is defined as Adjusted earnings before interest and amortization divided by Average Invested Capital. Management believes that the presentation of Return on Invested Capital provides useful information regarding the long-term health and profitability of the business relative to the Company's cost of capital. We define Adjusted earnings before interest and amortization as Adjusted EBITDA (see reconciliation above) reduced by depreciation and estimated taxes. We include estimated taxes at our current statutory tax rate. The Average Invested Capital is calculated as an average of Net Assets, a four quarter average for annual metrics and two quarter average for quarterly metrics. Net assets is defined for purposes of the calculation below as total assets less goodwill, intangible assets, net, and all non-interest bearing liabilities. The following table provides reconciliations of Return on Invested Capital. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Total Assets $ 6,104,703 $ 6,048,768 $ 6,104,703 $ 6,048,768 Goodwill (1,257,264) (1,175,701) (1,257,264) (1,175,701) Intangible Assets, net (246,794) (272,444) (246,794) (272,444) Total Liabilities (5,070,108) (4,847,432) (5,070,108) (4,847,432) Long Term Debt 3,672,856 3,459,255 3,672,856 3,459,255 Net Assets, as defined above $ 3,203,393 $ 3,212,446 $ 3,203,393 $ 3,212,446 Average Invested Capital (A) $ 3,185,023 $ 3,204,978 $ 3,206,541 $ 3,204,459 Adjusted EBITDA $ 248,913 $ 263,576 $ 477,698 $ 511,585 Depreciation (100,911) (86,466) (186,656) (171,849) Adjusted EBITA (B) $ 148,002 $ 177,110 $ 291,042 $ 339,736 Statutory Tax Rate (C) 26 % 26 % 26 % 26 % Estimated Tax (B*C) $ 38,481 $ 46,049 $ 74,216 $ 88,331 Adjusted earnings before interest and amortization (D) $ 109,522 $ 131,061 $ 216,826 $ 251,405
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Lost Money on Fiserv, Inc. (FI)? Contact Levi & Korsinsky to Join Class Action Before September 22, 2025
New York, New York--(Newsfile Corp. - July 31, 2025) - If you suffered a loss on your Fiserv, Inc. (NYSE: FI) investment and want to learn about a potential recovery under the federal securities laws, follow the link below for more information: or contact Joseph E. Levi, Esq. via email at jlevi@ or call (212) 363-7500 to speak to our team of experienced shareholder advocates. THE LAWSUIT: A class action securities lawsuit was filed against Fiserv, Inc. that seeks to recover losses of shareholders who were adversely affected by alleged securities fraud between July 24, 2024 and July 22, 2025. CASE DETAILS: The filed complaint alleges that defendants made false statements and/or concealed that: (a) Due to cost issues and other problems with its older point-of-sale platform, Payeezy, Fiserv forced Payeezy merchants to convert to its Clover platform; (b) Clover's revenue growth and GPV growth were temporarily boosted by these conversions, which concealed a slowdown in new merchant business; (c) shortly after these conversions, a significant portion of former Payeezy merchants switched to competing solutions due to Clover's high pricing, inadequate customer service, and other issues; (d) as a result of these merchant losses, Clover's GPV growth was significantly slowing, and its revenue growth was unsustainable; and (e) based on the foregoing, Fiserv's positive class period statements about Clover growth strategies, competition, attrition, GPV growth, and business prospects were materially false and misleading. WHAT'S NEXT? If you suffered a loss in Fiserv, Inc. stock during the relevant time frame - even if you still hold your shares - go to to learn about your rights to seek a recovery. There is no cost or obligation to participate. WHY LEVI & KORSINSKY: Over the past 20 years, Levi & Korsinsky LLP has established itself as a nationally-recognized securities litigation firm that has secured hundreds of millions of dollars for aggrieved shareholders and built a track record of winning high-stakes cases. The firm has extensive expertise representing investors in complex securities litigation and a team of over 70 employees to serve our clients. For seven years in a row, Levi & Korsinsky has ranked in ISS Securities Class Action Services' Top 50 Report as one of the top securities litigation firms in the United States. Attorney Advertising. Prior results do not guarantee similar outcomes.
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Rimini Street Announces Fiscal Second Quarter 2025 Financial and Operating Results
Rimini Street, Inc., (the 'Company') (Nasdaq: RMNI), a global provider of end-to-end enterprise software support and innovation solutions, and the leading third-party support provider for Oracle, SAP and VMware software, today announced results for the fiscal second quarter ended June 30, 2025. This press release features multimedia. View the full release here: Rimini Street Announces Fiscal Second Quarter 2025 Financial and Operating Results Select Second Quarter 2025 Financial Results Revenue was $104.1 million for the 2025 second quarter, an increase of 1.0% compared to $103.1 million for the same period last year. U.S. revenue was $49.2 million for the 2025 second quarter, a decrease of 4.5% compared to $51.5 million for the same period last year. International revenue was $55.0 million for the 2025 second quarter, an increase of 6.4% compared to $51.7 million for the same period last year. Subscription revenue was $98.5 million, which accounted for 94.6% of total revenue for the 2025 second quarter, compared to subscription revenue of $99.9 million, which accounted for 96.8% of total revenue for the same period last year. Annualized Recurring Revenue was $394.1 million for the 2025 second quarter, a decrease of 1.3% compared to $399.4 million for the same period last year. Active Clients as of June 30, 2025 were 3,060, an increase of 1.8% compared to 3,007 Active Clients as of June 30, 2024. Revenue Retention Rate was 90% for the trailing twelve months ended June 30, 2025 and 88% for the comparable period ended June 30, 2024. Calculated Billings was $110.6 million for the 2025 second quarter, a decrease of 0.9% compared to $111.6 million for the same period last year. Adjusted Calculated Billings, which excludes PeopleSoft calculated billings, was $107.9 million for the 2025 second quarter, an increase of 3.9% compared to $103.8 million for the same period last year. Gross margin was 60.4% for the 2025 second quarter compared to 59.1% for the same period last year. Operating income was $41.2 million for the 2025 second quarter compared to an operating loss of $0.8 million for the same period last year. Non-GAAP Operating Income was $10.9 million for the 2025 second quarter compared to $6.4 million for the same period last year. Net income was $30.3 million for the 2025 second quarter compared to a net loss of $1.1 million for the same period last year. Non-GAAP Net loss was $0.1 million for the 2025 second quarter compared to a non-GAAP net income of $6.1 million for the same period last year. Adjusted EBITDA for the 2025 second quarter was $13.0 million compared to $8.8 million for the same period last year. Basic and diluted earnings per share attributable to common stockholders was $0.33 and $0.32, respectively, for the 2025 second quarter compared to a basic and diluted loss per share of $(0.01) for the same period last year. Cash and cash equivalents were $101.3 million at June 30, 2025 compared to $134.2 million at June 30, 2024. On July 9, 2025, related to a settlement agreement with Oracle Corporation, we received approximately $37.9 million of the approximately $58.7 million in attorneys' fees and costs we paid to Oracle in late 2024. On July 15, 2025, we repaid the remaining $10 million outstanding of our revolving line of credit, reducing our indebtedness under our credit facility to $71.3 million. Select Second Quarter 2025 Operating Results Announced representative new clients that switched to, or existing clients that expanded their agreements with, Rimini Street, including the following: OSG Corporation, a global leader in the precision manufacturing of cutting tools, rolling dies and machine parts, extends Support for Oracle EBS systems through 2029, helping them achieve an 8% reduction in their IT operating costs, freeing up resources to fund its factory automation initiatives. University of Melbourne's Mobile Learning Unit selected Rimini Manage and Rimini Consult for Salesforce as its strategy to bring stability and enhancement to its eLearning platform. Announced a partnership with Merlin Cyber, a leading federal government licensing and public sector technology enablement company, working with Rimini Street to expand our capability to help more federal, state and local government agencies cut their operating costs, get better service and extend the life of their current enterprise software products. Announced a partnership with Dayforce to provide Rimini Manage for Dayforce's leading HR, time management and payroll solution across 160 countries. Announced the extension of all SAP ECC 6.0 and S/4/HANA releases through 2040, which will help clients keep their systems running smoothly, stay in full tax and legal compliance and re-allocate IT budget savings to self-fund new technologies like enterprise AI, workflow and task automation. Appointed Vijay Kumar as EVP and Chief Operating Officer, whose experience includes building and scaling go-to-market, post-sales, services and product organizations, with expertise that spans enterprise software, SaaS, product management, professional services and global support across B2B, B2C and AI platforms, and who recently served as SVP for Genesys Cloud, with prior leadership roles with HP Software, Kony Inc. and Vignette. Appointed Joe Locandro as EVP and Chief Information Officer to lead global IT operations and enterprise systems strategy, and to drive technology innovation initiatives, whose experience includes his prior tenure as CIO of Fletcher Building and executive roles with BP, Cathay Pacific, CLP, Emirates, Energy Australia and Village Roadshow. Closed over 6,800 support cases and delivered over 4,000 tax, legal and regulatory updates to clients across 21 countries, while achieving an average client satisfaction rating on the Company's support delivery and onboarding services of 4.9 out of 5.0 (where 5.0 is rated excellent). Subsequent Events As disclosed in our Current Report on F orm 8-K filed on July 9, 2025 and further discussed in our Quarterly Report on Form 10-Q filed today, July 31, 2025, with the U.S. Securities and Exchange Commission, on July 7, 2025, the Company and its President, Chief Executive Officer and Chairman of the Board, Seth A. Ravin, entered into a confidential settlement agreement (the 'Settlement Agreement') with Oracle Corporation and certain of its affiliates (collectively, 'Oracle') (and all signatories, collectively, the 'Parties'). If all Parties complete their agreed upon responsibilities, the Settlement Agreement will allow for the final resolution and ultimate dismissal of U.S. Federal Court Case Number 2:14-cv-01699-MMD-DJA. Business Outlook We plan to reinitiate guidance at our Analyst Day, which we expect to announce for the fourth quarter with more details coming soon. Webcast and Conference Call Information Rimini Street will host a conference call and webcast to discuss the second quarter 2025 results and select third quarter 2025 performance-to-date metrics at 5:00 p.m. Eastern Time / 2:00 p.m. Pacific Time on July 31, 2025. A live webcast of the event will be available on Rimini Street's Investor Relations site at Rimini Street IR events link and directly via the webcast link. Dial-in participants can access the conference call by dialing 1-800-836-8184. A replay of the webcast will be available for one year following the event. Company's Use of Non-GAAP Financial Measures This press release contains certain 'non-GAAP financial measures.' Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles. This non-GAAP information supplements and is not intended to represent a measure of performance in accordance with disclosures required by U.S. generally accepted accounting principles, or GAAP. Non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined in accordance with GAAP. Reconciliations of the non-GAAP financial measures included in this press release and described below to their most directly comparable GAAP financial measures are provided in the financial tables included at the end of this press release. An explanation of these measures, why we believe they are meaningful and how they are calculated is also included under the heading 'About Non-GAAP Financial Measures and Certain Key Metrics.' About Rimini Street, Inc. Rimini Street, Inc. (Nasdaq: RMNI), a Russell 2000® Company, is a global provider of end-to-end enterprise software support and innovation solutions and the leading third-party support provider for Oracle, SAP and VMware software. The Company offers a comprehensive portfolio of unified solutions to run, manage, support, customize, configure, connect, protect, monitor, and optimize enterprise application, database, and technology software. The Company has signed thousands of contracts with Fortune Global 100, Fortune 500, midmarket, public sector and government organizations who selected Rimini Street as their trusted, proven mission-critical enterprise software solutions provider, achieving better operational outcomes and realizing billions of US dollars in savings used to fund AI and other innovation investments. To learn more, please visit and connect with Rimini Street on X, Facebook, Instagram, and LinkedIn. Forward-Looking Statements Certain statements included in this communication are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as 'anticipate,' 'assume,' 'believe,' 'continue,' 'could,' 'currently,' 'estimate,' 'expect,' 'forecast,' 'future,' 'intend,' 'may,' 'might,' 'outlook,' 'plan,' 'possible,' 'goal,' 'potential,' 'predict,' 'project,' 'seem,' 'seek,' 'should,' 'will,' 'would' or other similar words, phrases or expressions. These forward-looking statements include, but are not limited to, statements regarding our expectations of future events, future opportunities, global expansion and other growth initiatives and our investments in such initiatives. These statements are based on various assumptions and on the current expectations of management and are not predictions of actual performance, nor are these statements of historical facts. These statements are subject to a number of risks and uncertainties regarding Rimini Street's business, and actual results may differ materially. These risks and uncertainties include, but are not limited to, litigation, agreements and Court orders involving Oracle, the wind down of support services for Oracle's PeopleSoft software products and the impact on future period revenue and costs incurred related to these efforts; changes in the business environment in which Rimini Street operates, including the impact of macro-economic trends, geopolitical tensions 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; the evolution of the enterprise software management and support landscape and our ability to attract and retain clients and further penetrate our client base; significant competition in the software support services industry and our intentions with respect to our pricing model; customer adoption of our expanded portfolio of products and services and products and services we expect to introduce; our expectations regarding new product offerings, partnerships and alliance programs, including but not limited to our partnership with ServiceNow; our ability to grow our revenue and accurately forecast revenue, along with the results of any efforts to manage costs to align with revenue expectations and expansion of our offerings; the expected impact of reductions in our workforce during the last and current fiscal year and associated reorganization costs; estimates of our total addressable market and expectations of client savings relative to use of other providers; variability of timing in our sales cycle; risks relating to retention rates, including our ability to accurately predict retention rates; the loss of one or more members of our management team; our ability to attract and retain additional qualified personnel; our business plan and ability to grow in the future and our ability to achieve and maintain profitability; the volatility of our stock price; our need and ability to raise equity or debt financing on favorable terms and our ability to generate cash flows from operations to help fund increased investment in our growth initiatives; risks associated with global operations; our ability to prevent unauthorized access to our information technology systems and other cybersecurity threats; any deficiencies associated with generative artificial intelligence (AI) technologies potentially used by us or by our third-party vendors and service providers; our ability to protect the confidential information of our employees and clients and to comply with privacy regulations; our ability to maintain an effective system of internal control over financial reporting; our ability to maintain, protect and enhance our brand and intellectual property; changes in laws and regulations, including changes in tax laws or unfavorable outcomes of tax positions we take; tariff costs (including tariff relief or the ability to mitigate tariffs, in light of new or increased tariffs imposed by the United States government and the potential for retaliatory trade measures by affected countries); a failure by us to establish adequate tax reserves; adverse developments in and costs associated with defending pending litigation or any new litigation; our ability to realize benefits from our net operating losses; any negative impact of environmental, social and governance matters on our reputation or business and the exposure of our business to additional costs or risks from our reporting on such matters; our ability to maintain our good standing with the United States government and international governments and capture new contracts with governmental entities; our credit facility's ongoing debt service obligations and financial and operational covenants on our business and related interest rate risk; the sufficiency of our cash and cash equivalents to meet our liquidity requirements; the amount and timing of repurchases, if any, under our stock repurchase program and our ability to enhance stockholder value through such program; uncertainty as to the long-term value of Rimini Street's equity securities; catastrophic events that disrupt our business or that of our clients; and those discussed under the heading 'Risk Factors' in Rimini Street's Quarterly Report on Form 10-Q filed on July 31, 2025, and as updated from time to time by Rimini Street's future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings by Rimini Street with the U.S. Securities and Exchange Commission. In addition, forward-looking statements provide Rimini Street's expectations, plans or forecasts of future events and views as of the date of this communication. Rimini Street anticipates that subsequent events and developments will cause Rimini Street's assessments to change. However, while Rimini Street may elect to update these forward-looking statements at some point in the future, Rimini Street specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Rimini Street's assessments as of any date subsequent to the date of this communication. © 2025 Rimini Street, Inc. All rights reserved. 'Rimini Street' is a registered trademark of Rimini Street, Inc. in the United States and other countries, and Rimini Street, the Rimini Street logo, and combinations thereof, and other marks marked by TM are trademarks of Rimini Street, Inc. All other trademarks remain the property of their respective owners, and unless otherwise specified, Rimini Street claims no affiliation, endorsement, or association with any such trademark holder or other companies referenced herein. ASSETS June 30, 2025 December 31, 2024 Current assets: Cash and cash equivalents $ 101,284 $ 88,792 Restricted cash 1,203 430 Accounts receivable, net of allowance of $669 and $653, respectively 101,640 130,784 Deferred contract costs, current 16,493 17,076 Prepaid expenses and other 61,506 19,194 Total current assets 282,126 256,276 Long-term assets: Property and equipment, net of accumulated depreciation and amortization of $22,507 and $21,305, respectively 10,872 9,891 Operating lease right-of-use assets 21,282 7,161 Deferred contract costs, noncurrent 20,305 22,084 Deposits and other 5,138 5,068 Deferred income taxes, net 57,774 68,583 Total assets $ 397,497 $ 369,063 LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT Current liabilities: Current maturities of long-term debt $ 3,093 $ 3,093 Accounts payable 6,085 5,275 Accrued compensation, benefits and commissions 33,273 33,586 Other accrued liabilities 18,687 20,688 Operating lease liabilities, current 4,281 3,967 Deferred revenue, current 241,376 257,983 Total current liabilities 306,795 324,592 Long-term liabilities: Long-term debt, net of current maturities 75,638 82,187 Deferred revenue, noncurrent 21,569 23,214 Operating lease liabilities, noncurrent 20,558 7,064 Other long-term liabilities 1,972 1,451 Total liabilities 426,532 438,508 Stockholders' deficit: Preferred Stock, $0.0001 par value per share. Authorized 99,820 shares (excluding 180 shares of Series A Preferred Stock); no other series has been designated — — Common Stock, $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding 92,504 and 91,120 shares, respectively 9 9 Additional paid-in capital 183,117 177,533 Accumulated other comprehensive loss (6,171 ) (7,389 ) Accumulated deficit (204,874 ) (238,482 ) Treasury stock (1,116 ) (1,116 ) Total stockholders' deficit (29,035 ) (69,445 ) Total liabilities and stockholders' deficit $ 397,497 $ 369,063 RIMINI STREET, INC. Unaudited Condensed Consolidated Statements of Operations (In thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Revenue $ 104,114 $ 103,123 $ 208,318 $ 209,868 Cost of revenue 41,261 42,180 81,931 85,095 Gross profit 62,853 60,943 126,387 124,773 Operating expenses: Sales and marketing 38,020 37,377 72,275 76,518 General and administrative 16,845 19,531 34,376 37,933 Reorganization costs 722 3,208 1,184 3,208 Litigation costs and related recoveries: Litigation settlement (36,196 ) — (36,196 ) — Professional fees and other costs of litigation 2,264 1,602 4,189 4,527 Litigation costs and related recoveries, net (33,932 ) 1,602 (32,007 ) 4,527 Total operating expenses 21,655 61,718 75,828 122,186 Operating income (loss) 41,198 (775 ) 50,559 2,587 Non-operating income and (expenses): Interest expense (1,629 ) (1,483 ) (3,304 ) (2,824 ) Other income (expenses), net 1,232 1,492 1,155 2,457 Income (loss) before income taxes 40,801 (766 ) 48,410 2,220 Income taxes (10,543 ) (382 ) (14,802 ) (2,051 ) Net income (loss) $ 30,258 $ (1,148 ) $ 33,608 $ 169 Net income (loss) per share attributable to common stockholders: Basic $ 0.33 $ (0.01 ) $ 0.37 $ — Diluted $ 0.32 $ (0.01 ) $ 0.36 $ — Weighted average number of shares of Common Stock outstanding: Basic 92,127 90,495 91,686 90,125 Diluted 94,120 90,495 93,752 90,822 RIMINI STREET, INC. GAAP to Non-GAAP Reconciliations (In thousands) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Non-GAAP operating income reconciliation: Operating income (loss) $ 41,198 $ (775 ) $ 50,559 $ 2,587 Non-GAAP adjustments: Litigation costs and related recoveries, net (33,932 ) 1,602 (32,007 ) 4,527 Stock-based compensation expense 2,873 2,405 5,575 4,963 Reorganization costs 722 3,208 1,184 3,208 Non-GAAP operating income $ 10,861 $ 6,440 $ 25,311 $ 15,285 Non-GAAP net income reconciliation: Net income (loss) $ 30,258 $ (1,148 ) $ 33,608 $ 169 Non-GAAP adjustments: Litigation costs and related recoveries, net (33,932 ) 1,602 (32,007 ) 4,527 Stock-based compensation expense 2,873 2,405 5,575 4,963 Reorganization costs 722 3,208 1,184 3,208 Non-GAAP net income (loss) $ (79 ) $ 6,067 $ 8,360 $ 12,867 Non-GAAP Adjusted EBITDA reconciliation: Net income (loss) $ 30,258 $ (1,148 ) $ 33,608 $ 169 Non-GAAP adjustments: Interest expense 1,629 1,483 3,304 2,824 Income taxes 10,543 382 14,802 2,051 Depreciation and amortization expense 858 860 1,789 1,733 EBITDA 43,288 1,577 53,503 6,777 Non-GAAP adjustments: Litigation costs and related recoveries, net (33,932 ) 1,602 (32,007 ) 4,527 Stock-based compensation expense 2,873 2,405 5,575 4,963 Reorganization costs 722 3,208 1,184 3,208 Adjusted EBITDA $ 12,951 $ 8,792 $ 28,255 $ 19,475 Calculated Billings: Revenue $ 104,114 $ 103,123 $ 208,318 $ 209,868 Deferred revenue, current and noncurrent, end of the period 262,945 262,793 262,945 262,793 Deferred revenue, current and noncurrent, beginning of the period 256,423 254,306 281,197 286,974 Change in deferred revenue 6,522 8,487 (18,252 ) (24,181 ) Calculated billings 110,636 111,610 190,066 185,687 Less PeopleSoft calculated billings (2,724 ) (7,763 ) (7,150 ) (14,448 ) Adjusted calculated billings $ 107,912 $ 103,847 $ 182,916 $ 171,239 About Non-GAAP Financial Measures and Certain Key Metrics To provide investors and others with additional information regarding Rimini Street's results, we have disclosed the following non-GAAP financial measures and certain key metrics. We have described below Active Clients, Annualized Recurring Revenue and Revenue Retention Rate, each of which is a key operational metric for our business. In addition, we have disclosed the following non-GAAP financial measures: non-GAAP operating income, non-GAAP net income, EBITDA, Adjusted EBITDA, Calculated Billings and Adjusted Calculated Billings. Rimini Street has provided in the tables above a reconciliation of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. Due to a valuation allowance for our deferred tax assets, there were no tax effects associated with any of our non-GAAP adjustments. These non-GAAP financial measures are also described below. The primary purpose of using non-GAAP measures is to provide supplemental information that management believes may prove useful to investors and to enable investors to evaluate our results in the same way management does. We also present the non-GAAP financial measures because we believe they assist investors in comparing our performance across reporting periods on a consistent basis, as well as comparing our results against the results of other companies, by excluding items that we do not believe are indicative of our core operating performance. Specifically, management uses these non-GAAP measures as measures of operating performance; to prepare our annual operating budget; to allocate resources to enhance the financial performance of our business; to evaluate the effectiveness of our business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of our results with those of other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and in communications with our board of directors concerning our financial performance. Investors should be aware however, that not all companies define these non-GAAP measures consistently. Calculated Billings represents the change in deferred revenue for the current period plus revenue for the current period. Adjusted Calculated Billings is calculated billings adjusted to exclude the calculated billings associated with PeopleSoft services. Active Client is a distinct entity that purchases our services to support a specific product, including a company, an educational or government institution, or a business unit of a company. For example, we count as two separate active clients when support for two different products is being provided to the same entity. We believe that our ability to expand our active clients 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. Annualized Recurring Revenue is the amount of subscription revenue recognized during a fiscal 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 excludes any non-recurring revenue, which has been insignificant to date. Revenue Retention Rate is the actual subscription revenue (dollar-based) recognized over a 12-month period from customers that were clients on the day prior to the start of such 12-month period, divided by our Annualized Recurring Revenue as of the day prior to the start of the 12-month period. Non-GAAP Operating Income is operating income (loss) adjusted to exclude: litigation costs and related recoveries, net, stock-based compensation expense and reorganization costs. The exclusions are discussed in further detail below. Non-GAAP Net Income is net income (loss) adjusted to exclude: litigation costs and related recoveries, net, stock-based compensation expense and reorganization costs. These exclusions are discussed in further detail below. Specifically, management is excluding the following items from its non-GAAP financial measures, as applicable, for the periods presented: Litigation Costs and Related Recoveries, Net: Litigation costs and the associated litigation settlement, insurance and appeal recoveries relate to outside costs of litigation activities. These costs and recoveries reflect the litigation we are involved with, and do not relate to the day-to-day operations or our core business of serving our clients. Stock-Based Compensation Expense: Our compensation strategy includes the use of stock-based compensation to attract and retain employees. This strategy is principally aimed at aligning the employee interests with those of our stockholders and to achieve long-term employee retention. As a result, stock-based compensation expense varies for reasons that are generally unrelated to operational decisions in any particular period. Reorganization Costs: The costs consist primarily of severance costs associated with the Company's reorganization plan. EBITDA is net income (loss) adjusted to exclude: interest expense, income taxes, and depreciation and amortization expense.
