Rimini Street(RMNI) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements This section presents the company's unaudited condensed consolidated financial statements and accompanying detailed notes Unaudited Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $101,284 | $88,792 | | Total current assets | $282,126 | $256,276 | | Total assets | $397,497 | $369,063 | | Total current liabilities | $306,795 | $324,592 | | Total liabilities | $426,532 | $438,508 | | Total stockholders' deficit | $(29,035) | $(69,445) | - The company's total assets increased by $28.4 million from December 31, 2024, to June 30, 2025, while total liabilities decreased by $11.9 million, leading to a significant reduction in stockholders' deficit[9] Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income Condensed Consolidated Statements of Operations Highlights (in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $104,114 | $103,123 | $208,318 | $209,868 | | Gross profit | $62,853 | $60,943 | $126,387 | $124,773 | | Operating income (loss) | $41,198 | $(775) | $50,559 | $2,587 | | Net income (loss) | $30,258 | $(1,148) | $33,608 | $169 | | Basic EPS | $0.33 | $(0.01) | $0.37 | $0.00 | | Diluted EPS | $0.32 | $(0.01) | $0.36 | $0.00 | - The company reported a significant turnaround in profitability, moving from a net loss of $1.1 million in Q2 2024 to a net income of $30.3 million in Q2 2025, primarily driven by a litigation settlement income[12] Unaudited Condensed Consolidated Statements of Stockholders' Deficit Condensed Consolidated Statements of Stockholders' Deficit Highlights (in thousands) | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total Stockholders' Deficit, beginning of period | $(63,696) | $(36,312) | | Net income (loss) | $30,258 | $(1,148) | | Total Stockholders' Deficit, end of period | $(29,035) | $(36,119) | - The total stockholders' deficit improved significantly from $(69.4) million at the beginning of the six-month period to $(29.0) million by June 30, 2025, largely due to net income generation[15] Unaudited Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $15,937 | $17,345 | | Net cash provided by (used in) investing activities | $(2,661) | $7,798 | | Net cash provided by (used in) financing activities | $(7,057) | $1,074 | | Net change in cash, cash equivalents and restricted cash | $13,265 | $18,774 | | Cash, cash equivalents and restricted cash at end of period | $102,487 | $134,626 | - Operating cash flow decreased slightly year-over-year, while investing activities shifted from a net inflow to a net outflow, and financing activities resulted in a net cash outflow in 2025 compared to an inflow in 2024[18] Notes to Unaudited Condensed Consolidated Financial Statements NOTE 1 — NATURE OF BUSINESS AND BASIS OF PRESENTATION - Rimini Street, Inc is a global provider of end-to-end enterprise software support, products, and services, offering a comprehensive portfolio of unified solutions for enterprise application, database, and technology software platforms[21] - The unaudited condensed consolidated financial statements are prepared in conformity with U.S GAAP and should be read in conjunction with the Company's 2024 Annual Report on Form 10-K[22] NOTE 2 — LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES - As of June 30, 2025, current liabilities exceeded current assets by $24.7 million, but the company believes its $102.5 million in cash, cash equivalents, and restricted cash, along with future operating cash flows, will be sufficient to meet anticipated needs for at least 12 months[24][26] - The company's current liabilities include $241.4 million of deferred revenue, with fulfillment costs estimated at approximately 40% of related deferred revenue for Q2 2025[24] - The company amended its credit facility in April 2024, converting a $90 million term loan into a new $75 million term loan and a $35 million revolving line of credit[25] NOTE 3 - DEFERRED CONTRACT COSTS AND DEFERRED REVENUE Deferred Contract Costs Activity (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Deferred contract costs, beginning of period | $39,160 | $41,493 | | Capitalized commissions during the period | $7,024 | $5,739 | | Amortized deferred contract costs during the period | $(9,386) | $(9,925) | | Deferred contract costs, end of period | $36,798 | $37,307 | Deferred Revenue Activity (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Deferred revenue, beginning of period | $281,197 | $286,974 | | Billings, net | $190,066 | $185,687 | | Revenue recognized | $(208,318) | $(209,868) | | Deferred revenue, end of period | $262,945 | $262,793 | - Remaining performance obligations as of June 30, 2025, amounted to $589.8 million, with $262.9 million already billed and recorded as deferred revenue[33] NOTE 4 — OTHER FINANCIAL INFORMATION Prepaid Expenses and Other Current Assets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Litigation settlement receivable | $37,867 | $0 | | Prepaid expenses and deposits | $17,250 | $11,942 | | Total prepaid expenses and other current assets | $61,506 | $19,194 | Other Accrued Liabilities (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Accrued sales and other taxes | $6,607 | $8,137 | | Accrued reorganization costs | $717 | $1,052 | | Total other accrued liabilities | $18,687 | $20,688 | - Accrued reorganization costs decreased significantly from $2,935 thousand in Q2 2024 to $717 thousand in Q2 2025, reflecting ongoing cost structure optimization[37] NOTE 5 — DEBT Debt Summary (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Term Loan | $68,731 | $70,280 | | Revolving line of credit | $10,000 | $15,000 | | Long-term debt, net of current maturities | $75,638 | $82,187 | - The company refinanced its credit facility in April 2024, establishing a $75.0 million term loan and a $35.0 million revolving line of credit; as of July 15, 2025, the remaining $10.0 million on the revolving line of credit was repaid, increasing borrowing capacity to $35.0 million[38][39][47] - The effective interest rate for the Credit Facilities was 8.1% for Q2 2025, down from 9.0% in Q2 2024; the revolving line of credit had an average interest rate of 7.1% for Q2 2025[46][48] NOTE 6 — COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - The Board of Directors authorized an increase of approximately 3.6 million shares available for grant under the 2013 Equity Incentive Plan and approved the 2025 Long-Term Incentive Plan[53][54] Stock-Based Compensation Expense (in thousands) | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Cost of revenue | $490 | $460 | $1,014 | $975 | | Sales and marketing | $1,028 | $576 | $1,954 | $980 | | General and administrative | $1,355 | $1,369 | $2,607 | $3,008 | | Total | $2,873 | $2,405 | $5,575 | $4,963 | - As of June 30, 2025, unrecognized compensation expense for PSUs was $1.9 million (weighted-average period of ~2 years) and for RSUs was $9.8 million (weighted-average period of ~2.2 years)[60][62] NOTE 7 — INCOME TAXES Effective Tax Rates | Period | Effective Tax Rate | | :--- | :--- | | Three Months Ended June 30, 2025 | 25.8% | | Three Months Ended June 30, 2024 | (49.9)% | | Six Months Ended June 30, 2025 | 30.6% | | Six Months Ended June 30, 2024 | 92.4% | - The effective tax rate for the three months ended June 30, 2025, was 25.8%, a significant change from (49.9)% in the prior year, primarily due to an increase in income before income taxes[69] - The company is evaluating the impact of the recently enacted One Big Beautiful Bill Act (OBBBA) on U.S tax laws[70] NOTE 8 — COMMITMENTS AND CONTINGENCIES - The company's total minimum purchase obligations as of June 30, 2025, amounted to $10.9 million[71] - The company entered into a confidential settlement agreement with Oracle on July 7, 2025, to resolve the Rimini II litigation, which includes a requirement to wind down support for Oracle PeopleSoft software by July 31, 2028[80][86] - As a result of District Court orders, the company recorded a litigation settlement receivable of approximately $37.9 million and recognized $36.2 million in litigation settlement income and $1.7 million in interest income for the three and six months ended June 30, 2025[81][85] NOTE 9 — RELATED PARTY TRANSACTIONS - An affiliate of Adams Street Partners (ASP), a member of the Company's Board of Directors, owned approximately 25.5% of the Company's outstanding Common Stock as of June 30, 2025[90] NOTE 10 —EARNINGS PER SHARE Earnings Per Share (EPS) (in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income | $30,258 | $(1,148) | $33,608 | $169 | | Basic EPS | $0.33 | $(0.01) | $0.37 | $0.00 | | Diluted EPS | $0.32 | $(0.01) | $0.36 | $0.00 | | Weighted average shares outstanding (Basic) | 92,127 | 90,495 | 91,686 | 90,125 | | Weighted average shares outstanding (Diluted) | 94,120 | 90,495 | 93,752 | 90,822 | - Potential common stock equivalents totaling 12.6 million for Q2 2025 and 13.8 million for Q2 2024 were excluded from diluted EPS computation due to their anti-dilutive impact[93] NOTE 11 — FINANCIAL INSTRUMENTS - The company uses an interest rate swap agreement with a notional value of $40.0 million to manage interest rate risk, with a fixed payer SOFR rate of 3.71% and an initial floating SOFR rate of 5.32%[98][49] - The fair value of the interest rate swap agreement was estimated as a liability of $0.5 million as of June 30, 2025[99] Interest Rate Swap Impact on Interest Expense (in thousands) | Period | Interest Expense (Benefit) from Interest Rate Swap | | :--- | :--- | | Three Months Ended June 30, 2025 | $(62) | | Three Months Ended June 30, 2024 | $(194) | | Six Months Ended June 30, 2025 | $(124) | | Six Months Ended June 30, 2024 | $(435) | NOTE 12 - LEASES Lease Expense (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Operating lease expense related to ROU assets and liabilities | $1,230 | $1,109 | $2,421 | $2,222 | | Other lease expense | $296 | $181 | $485 | $293 | | Total lease expense | $1,526 | $1,290 | $2,906 | $2,515 | Operating Lease Liabilities (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Operating lease right-of-use assets, noncurrent | $21,282 | $7,161 | | Operating lease liabilities, current | $4,281 | $3,967 | | Operating lease liabilities, noncurrent | $20,558 | $7,064 | | Total operating lease liabilities | $24,839 | $11,031 | - A new operating lease in India, effective June 1, 2025, increased operating lease ROU assets by $15.0 million and liabilities by $15.1 million[104] NOTE 13 - SEGMENT AND GEOGRAPHIC INFORMATION - The company operates as a single operating segment, with performance assessed based on consolidated net income[107] Revenue by Geographic Region (in thousands) | Region | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | United States of America | $49,163 | $51,454 | $99,258 | $105,262 | | International | $54,951 | $51,669 | $109,060 | $104,606 | | Total | $104,114 | $103,123 | $208,318 | $209,868 | - International revenue grew by 6% for the three months ended June 30, 2025, while U.S revenue declined by 4%; Japan represented 11.7% of total revenue in Q2 2025, up from 9.7% in Q2 2024[109] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial conditions, operational results, key metrics, and liquidity for the reported periods CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS - The report contains forward-looking statements regarding future financial position, business strategy, and operational objectives, which are subject to risks and uncertainties, including those related to the Oracle settlement, the PeopleSoft Wind Down, economic conditions, and competition[112][113] - Readers are cautioned not to rely on forward-looking statements as predictions of future events, as actual results may differ materially due to various factors[114] Overview - Rimini Street, Inc is a global provider of end-to-end enterprise software support, products, and services, expanding its portfolio to include managed services for various software platforms and new solutions for security, interoperability, observability, and consulting[119][121] - The company supports approximately 3,060 active clients globally, including 70 Fortune 500 and 19 Fortune Global 100 companies, with subscription-based revenue forming a foundation for future results[126][127] - The company announced a wind-down of Oracle PeopleSoft support services by July 31, 2028, which accounted for approximately 6% of total revenue for the six months ended June 30, 2025[128][129] Key Business Metrics Key Business Metrics | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Active clients | 3,060 | 3,007 | | Unique clients | 1,553 | 1,532 | | Annualized recurring revenue | $394 million | $399 million | | Revenue retention rate (12 months) | 90% | 88% | | Gross profit margin (3 months) | 60.4% | 59.1% | - Active clients increased by 2% and unique clients by 1.4% year-over-year, indicating growth in client base and cross-sales[135][136][137] - Annualized recurring revenue declined by $5 million, reflecting a recent reduction in client retention not fully offset by new engagements, while the revenue retention rate improved to 90% for the 12 months ended June 30, 2025[139][141] Results of Operations Comparison of Three Months Ended June 30, 2025 and 2024 Q2 2025 vs. Q2 2024 Financial Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | Variance Amount | Variance Percent | | :--- | :--- | :--- | :--- | :--- | | Revenue | $104,114 | $103,123 | $991 | 1.0% | | Cost of revenue | $41,261 | $42,180 | $(919) | (2.2)% | | Gross profit | $62,853 | $60,943 | $1,910 | 3.1% | | Sales and marketing | $38,020 | $37,377 | $643 | 1.7% | | General and administrative | $16,845 | $19,531 | $(2,686) | (13.8)% | | Reorganization costs | $722 | $3,208 | $(2,486) | (77.5)% | | Litigation costs and related recoveries, net | $(33,932) | $1,602 | $(35,534) | (2,218.1)% | | Operating income | $41,198 | $(775) | $41,973 | (5,415.9)% | | Net income | $30,258 | $(1,148) | $31,406 | (2,735.7)% | - Revenue increased by 1% driven by a 2% increase in unique clients, with international revenue growing by 6% while U.S revenue declined by 4%[145] - Gross profit margin improved by 130 basis points to 60.4% due to a 2% decrease in cost of revenue against a 1% increase in revenue[149] Comparison of Six Months Ended June 30, 2025 and 2024 H1 2025 vs. H1 2024 Financial Performance (in thousands) | Metric | H1 2025 | H1 2024 | Variance Amount | Variance Percent | | :--- | :--- | :--- | :--- | :--- | | Revenue | $208,318 | $209,868 | $(1,550) | (0.7)% | | Cost of revenue | $81,931 | $85,095 | $(3,164) | (3.7)% | | Gross profit | $126,387 | $124,773 | $1,614 | 1.3% | | Sales and marketing | $72,275 | $76,518 | $(4,243) | (5.5)% | | General and administrative | $34,376 | $37,933 | $(3,557) | (9.4)% | | Reorganization costs | $1,184 | $3,208 | $(2,024) | (63.1)% | | Litigation costs and related recoveries, net | $(32,007) | $4,527 | $(36,534) | (807.0)% | | Operating income | $50,559 | $2,587 | $47,972 | 1,854.3% | | Net income | $33,608 | $169 | $33,439 | 19,786.4% | - Revenue declined by 1% for the six months ended June 30, 2025, primarily due to attrition of some large client contracts, despite a 2% increase in unique clients[162] - Gross profit margin improved by 120 basis points to 60.7% due to a 4% decrease in cost of revenue, mainly from a 5% reduction in average headcount[166] Liquidity and Capital Resources - As of June 30, 2025, the company had a working capital deficit of $24.7 million but $102.5 million in available cash, cash equivalents, and restricted cash[176] - The company's 2024 Credit Facility includes a $75.0 million term loan and a $35.0 million revolving line of credit, with $25.0 million net availability as of June 30, 2025, increasing to $35.0 million after a $10.0 million repayment in July 2025[177] Cash Flows Summary (in thousands) | Cash Flow Type | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Operating activities | $15,937 | $17,345 | | Investing activities | $(2,661) | $7,798 | | Financing activities | $(7,057) | $1,074 | Critical Accounting Estimates - The preparation of financial statements requires management to make judgments, assumptions, and estimates, including those for allowance for doubtful accounts, valuation of swap agreements, stock options, leases, deferred income taxes, and contingencies[27] - No material changes in critical accounting policies and estimates have occurred since the filing of the 2024 Form 10-K[197] Recent Accounting Pronouncements - The company adopted ASU 2023-09, 'Income Taxes - Improvements to Income Tax Disclosures,' effective for annual periods beginning after December 15, 2024, which will result in additional disclosures but no impact on consolidated financial statements[30] - The company is assessing the impact of ASU 2024-03 and ASU 2025-01, 'Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,' effective for annual periods beginning after December 15, 2026, which require additional expense disclosures[199] ITEM 3. Quantitative and Qualitative Disclosures About Market Risk The company's exposure to foreign currency exchange and interest rate risks are detailed along with management strategies Foreign Currency Exchange Risk - Approximately 53% of the company's revenue for Q2 2025 was generated from international business, exposing it to foreign currency risks, primarily in Euro, British Pound Sterling, Brazilian Real, Australian Dollar, Indian Rupee, and Japanese Yen[201] - A hypothetical 10% change in foreign currency exchange rates would impact income before income taxes by ±$1.2 million and cash flows by ±$3.5 million[203] Interest Rate Risk - The company is exposed to interest rate risk due to variable interest rates on its $71.3 million outstanding term loan and $10.0 million revolving line of credit under the 2024 Credit Facility[205][206] - A hypothetical adverse change of 100 basis points in SOFR would increase annual interest expense by approximately $0.8 million[206] - The company uses an interest rate swap agreement to partially reduce interest rate volatility, but it does not cover all variable rate indebtedness[316] ITEM 4. Controls and Procedures The effectiveness of disclosure controls and procedures is confirmed with no material changes to internal controls reported Evaluation of Disclosure Controls and Procedures - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[209] - A control system provides only reasonable, not absolute, assurance against errors and fraud due to inherent limitations like resource constraints, human judgment, and potential for circumvention[208] Changes in Internal Control over Financial Reporting - There were no changes in internal control over financial reporting during the fiscal quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[210] PART II. OTHER INFORMATION ITEM 1. Legal Proceedings This section references legal proceedings from Note 8, focusing on the Oracle litigation and settlement - The legal proceedings, including the Oracle litigation, are detailed in Note 8 of the Unaudited Condensed Consolidated Financial Statements[212] - The company believes that the final outcome of ordinary course litigation matters will not have a material adverse effect on its business, despite potential costs and diversion of management resources[212] ITEM 1A. Risk Factors Key factors that could impact business and financial results are outlined, including operational and governance risks - Key risks include potential breaches of the Oracle Settlement Agreement, challenges in completing the PeopleSoft Wind Down, ongoing Oracle litigation, economic uncertainties, intense competition, and the ability to attract and retain clients and personnel[216][217] - Other significant risks involve indebtedness, stock price volatility, control by major stockholders, and the impact of corporate governance provisions[219][226] Risks Related to Our Business, Operations and Industry Risks Relating to the Oracle Settlement Agreement - An uncured material breach of the July 7, 2025, Settlement Agreement with Oracle could lead to the lifting of the litigation stay and adverse outcomes in the Rimini II litigation, potentially resulting in significant financial penalties[221][231][232] - The company is required to complete the wind-down of Oracle PeopleSoft support services by July 31, 2028, which is expected to result in significant revenue reductions and potential costs, with uncertain timing and total impact[237][239][242] - Ongoing litigation with Oracle and the PeopleSoft Wind Down may continue to challenge business growth, client acquisition, and retention due to client concerns and negative communications from Oracle[244] Other Risks Related to Our Business, Operations and Industry - Economic uncertainties, including rising inflation and interest rates, geopolitical conflicts, and trade turmoil, may increase operational costs, reduce demand for services, and negatively impact financial results[247] - The company faces significant competition from enterprise software vendors and other independent support providers, which could impede its ability to attract new clients, retain existing ones, and maintain pricing[248][249] - Failure to attract and retain qualified personnel, especially sales staff, or to effectively manage growth and organizational changes, could harm business strategy execution and profitability[263][264][255] - Cybersecurity threats are increasing in frequency and sophistication; a compromise of data security measures or unauthorized access to client data could damage reputation, lead to client loss, and incur significant liabilities[285][289] Risks Related to our Indebtedness, Capitalization Matters and Corporate Governance Risks Related to our Indebtedness and Securities - The company's indebtedness, totaling $80.3 million as of June 30, 2025, may limit operational and financing flexibility, requiring significant cash flow for debt service and potentially restricting additional financing[311][312] - The 2024 Credit Facility imposes operating and financial restrictions, including covenants on liens, asset sales, mergers, and debt, which could lead to default if not met[313][315] - Variable rate indebtedness exposes the company to interest rate risk, and the transition to SOFR could increase debt service obligations, impacting net income and cash flows[316][317] - The price of common stock may be volatile due to various factors, and future issuances of common stock or sales by large stockholders could dilute existing stockholders and depress market price[318][320] Risks Relating to our Corporate Governance - Certain stockholders, including Adams Street Partners LLC (25.5%) and the CEO (12.1%), hold significant control, potentially limiting other stockholders' influence over key transactions and corporate actions[321][322] - The company does not intend to pay dividends on its Common Stock, meaning returns on investment will depend on stock price appreciation, which is not guaranteed[323] - The stock repurchase program may affect stock price and volatility but can be suspended or terminated at any time, potentially decreasing the trading price[324] - Provisions in the DGCL and corporate documents, such as a classified Board and limitations on stockholder actions, could delay or discourage takeover attempts[326][327] General Risks - Future acquisitions, strategic investments, partnerships, or alliances could be difficult to integrate, divert management attention, disrupt business, dilute stockholder value, and adversely affect financial condition[332] - Changes in the commercial insurance market, including rising premium costs, higher deductibles, and lower coverage limits, may impact the company's ability to maintain adequate insurance at a reasonable cost[333] - Catastrophic events like online attacks, natural disasters, or geopolitical instability could disrupt business operations, cause system interruptions, and harm financial condition[335] ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds No common stock repurchases were made during the three months ended June 30, 2025 - No repurchases of Common Stock occurred during the three months ended June 30, 2025[339] ITEM 3. Defaults Upon Senior Securities No defaults upon senior securities occurred during the reporting period - There were no defaults upon senior securities[340] ITEM 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable to the company[341] ITEM 5. Other Information Details on Rule 10b5-1 trading arrangements for vested equity awards are provided - The company's RSU and PSU agreements include provisions for automatic sale of shares to satisfy minimum statutory tax withholding obligations, which may constitute a 'non-Rule 10b5-1 trading arrangement'[343] - On June 2, 2025, CFO Michael L Perica entered into a Rule 10b5-1 trading arrangement to sell up to 205,377 shares of common stock from vested RSUs and PSUs, with sales permitted from September 2, 2025, to August 28, 2026[344] ITEM 6. Exhibits A list of all exhibits filed with the Form 10-Q is provided - Exhibits include the Amended and Restated Certificate of Incorporation and Bylaws, the Settlement Agreement with Oracle Corporation, and certifications from the CEO and CFO[346] - The list also includes Inline XBRL Instance Document and Taxonomy Extension files for financial data[346] SIGNATURES - The report was signed on July 31, 2025, by Seth A Ravin, President, Chief Executive Officer and Chairman of the Board, and Michael L Perica, Executive Vice President and Chief Financial Officer[351]