Rimini Street, Inc. · NASDAQ:RMNI

Rimini Street — GP Investments Acquisition — SPAC Merger (May 2017)

37 slides from Rimini Street's SPAC merger presentation, May 16, 2017

  1. Slide 1: Rimini Street, Inc. Investor Presentation

    1 Property of Rimini Street © 2017 1 Rimini Street, Inc. Investor Presentation May 16, 2017

  2. Slide 2: Trademarks and Forward Looking Statements

    Property of Rimini Street © 2017 2 “Rimini Street” is a registered trademark of Rimini Street, Inc., and Rimini Street, the Rimini Street logo, and combinations th ereof, and other marks marked by TM are trademarks of Rimini Street, Inc. ("Rimini“, the “Company”). All other trademarks remain the pro

  3. Slide 3: Important Information for Investors and Stockholders

    Property of Rimini Street © 2017 3 Important Information for Investors and Stockholders In connection with the proposed extension of the date by which GPIAC must consummate an initial business combination, GPIAC f ile d with the SEC a definitive proxy statement, dated April 24, 2017 and first mailed

  4. Slide 4: Presenters

    Property of Rimini Street © 2017 4 Presenters Seth Ravin Founder, Chairman, & CEO Antonio Bonchristiano CEO Andrew Fleiss Managing Director Thomas Sabol SVP, CFO

  5. Slide 5: Transaction Highlights

    Property of Rimini Street © 2017 5  GP Investments Acquisition Corp. (NASDAQ: “GPIAU”; “GPIA”; “GPIAW”) has entered into a definitive agreement to merge with Rim ini Street, Inc. (“Rimini Street”)  Rimini Street is a premier independent enterprise software support provider for companies worldwide

  6. Slide 6: Investment Highlights

    Property of Rimini Street © 2017 6  $ 5B+ capital raised, 50+ investments & 20+ capital market transactions  $30B+ assets under management Investment Highlights Large Market Opportunity Compelling Customer Value Proposition High Growth, Predictable Business Model Significant Free Cash Flow Generat

  7. Slide 7: Company Overview

    Property of Rimini Street © 2017 7 Company Overview

  8. Slide 8: Company Snapshot

    Property of Rimini Street © 2017 8 $85 $118 $160 $220 $295 0 50 100 150 200 250 300 $350 2014A 2015A 2016A 2017E 2018E Revenue (US$ in millions) Company Snapshot Founded: 2005 Global Headquarters: Las Vegas, NV Employees: 900+ Active Clients: 1,200+ Global Offices : Beijing, Bengaluru , Frankfurt, H

  9. Slide 9: Highly-Experienced Management Team

    Property of Rimini Street © 2017 9 Highly - Experienced Management Team Thomas Shay SVP & CIO Seth Ravin Founder & CEO Daniel B. Winslow SVP & General Counsel David Rowe SVP & CMO Sebastian Grady President Kevin Maddock SVP, Global Sales Nancy Lyskawa SVP, Global Client Onboarding Thomas Sabol SVP,

  10. Slide 10: High Cost, Low Value for Maintenance Dollars

    Property of Rimini Street © 2017 10 • “SAP upgrades to subsequent versions provide few or no advantages for the user. We wanted to continue using our current SAP R/3 4.7 version, while we explore alternatives for the future.” • “We were faced with the tough decision of going through a forced upgrade

  11. Slide 11: The Rimini Street Solution

    Property of Rimini Street © 2017 11 The Rimini Street Solution Software Vendor Rimini Street Independent Support Focus Vendor - Centric Client - Centric Cost Model 22% Annual Fee 11% Annual Fee Support Coverage Vanilla Software Only Vanilla Software and All Custom Code Delivery Model Book Trained He

  12. Slide 12: A Premium Level of Support

    Property of Rimini Street © 2017 12 A Premium Level of Support Product Delivery  Tax, Legal & Regulatory Research and Development  Functional Analysts  Technical Analysts  Business Analysts  Developers  Quality Assurance Support Delivery  Primary Support Engineers act as a single point of con

  13. Slide 13: Proven History of Value Creation as a Disruptor

    Property of Rimini Street © 2017 13 Proven History of Value Creation as a Disruptor 2017 Q1 Preliminary Results (unaudited): • 42% YoY revenue increase • 40% YoY client growth Platforms Suppor t e d Note: 2016 unaudited .

  14. Slide 14: Diversified Blue-Chip Client Base

    Property of Rimini Street © 2017 14 Diversified Blue - Chip Client Base Currently serving a large, growing, and diversified global client base (including many Fortune 500 & Global 100) Manufacturing & Transportation Services Public Sector & Education Healthcare & Retail Technology, Media, & Telecom

  15. Slide 15: Rimini Street: A Long-Term Partner for Clients

    Property of Rimini Street © 2017 15 • Upgrade Support & Best Practices • Engineers with 15 + Average Years Experience • Highly Compensated Engineers • Accelerate Globalization • Avoid Business Disruption • Capabilities for ~ 200 Countries • Expand License Rights • Purchase New Products • Mergers & A

  16. Slide 16: Case Study – NCH Corporation

    Property of Rimini Street © 2017 16 Case Study – NCH Corporation NCH saving 83% compared to Oracle’s annual support program costs with switch to Rimini Street Support $1,000,000 $1,600,000 $330,000 $20,000 $0 $0 $0 $500,000 $3,000,000 50% saving on $1,000,000 Savings by avoiding two upgrades over 10

  17. Slide 17: Overview of Market Opportunity

    Property of Rimini Street © 2017 17 Overview of Market Opportunity

  18. Slide 18: Billion Market Opportunity

    Property of Rimini Street © 2017 18 $ 87 Billion Market Opportunity $ 15 Billion TAM for Current and Planned Rimini Street Products $14.5 Billion Oracle + SAP Total Rimini Street Annual Market Opportunity (1) Currently Supported Products $360 Million (2) Cloud / SaaS • SAP Business Suite • PeopleSof

  19. Slide 19: Competitive Landscape

    Property of Rimini Street © 2017 19 Competitive Landscape Independent Support Vendors Software Vendors Primary Competitors Few competitors and a defensible market position • Substantial cost savings • Support for all custom code • Custom global tax, legal and regulatory support • Excellent service e

  20. Slide 20: Growth Drivers

    Property of Rimini Street © 2017 20 Growth Drivers Note: Diagram shown only for illustrative purposes and is not indicative of magnitude of growth potential or priority. Global Expansion New SaaS Products New License Products New Clients Existing Clients  E nter additional countries  Expand capabi

  21. Slide 21: Financial Overview

    Property of Rimini Street © 2017 21 Financial Overview

  22. Slide 22: High Growth, Predictable Revenue

    Property of Rimini Street © 2017 22 $85 $118 $160 $220 $295 0 50 100 150 200 250 300 $350 2014A 2015A 2016A 2017E 2018E Revenue (US$ in millions) High Growth, Predictable Revenue Note: 2016 unaudited . (1): See Net Renewal Revenue definition on page 37. (2): See Backlog definition on page 37. Backlo

  23. Slide 23: Strong Momentum in Key Operating Metrics

    Property of Rimini Street © 2017 23 Strong Momentum in Key Operating Metrics Gross Margin Active Clients Net Renewal Revenue (2) 30% 44% Note: 2016 unaudited. ( 1 ): See Annualized Subscription Revenue definition on page 37. (2): See Net Renewal Revenue definition on page 37. 29% 42% Annualized Subs

  24. Slide 24: Substantial, Growing Free Cash Flow

    Property of Rimini Street © 2017 24 Substantial, Growing Free Cash Flow Note: 2016 unaudited . ( 1): See Rimini Street Adjusted EBITDA reconciliation on page 36. (2): See Unlevered Free Cash Flow definition on page 37.  Adjusted EBITDA (1) growth, and low CapEx (~1% of 2016A revenue) expected to dr

  25. Slide 25: Business Combination Overview

    Property of Rimini Street © 2017 25 Business Combination Overview

  26. Slide 26: Transaction Rationale and Considerations

    Property of Rimini Street © 2017 26 ( 1): See LTV to CAC definition on page 37. 26  Rimini Street has the size, scale, and leading market position to become a compelling public company. GP has strong conviction in Rimini Street’s continued growth potential as it disrupts and redefines a very large

  27. Slide 27: Pro-Forma Ownership, Enterprise Value and Sources and Uses

    Property of Rimini Street © 2017 27  Pro - forma enterprise value of $ 837M and EV / 2018E revenue of 2.8x  All existing Rimini Street shareholders will roll 100% of their equity  $ 164M expected to be used to pay down Rimini Street’s outstanding debt (1)  Rimini Street expected to take on $50M

  28. Slide 28: Valuation Discount vs. Public Comparables

    Property of Rimini Street © 2017 28 14.8x 31.1x 29.7x 28.5x 22.9x 21.4x 19.5x 19.5x 17.5x 13.1x NM NM 49.9x 23.9x 13.0x 11.6x 10.4x RMNI KXS CALD CSOD TYL ULTI PTC DSG AZPN MANH COUP BL WDAY CRM SAP MSFT ORCL 2.8x 8.9x 8.6x 8.6x 7.4x 7.1x 7.0x 5.3x 5.1x 4.8x 4.2x 4.1x 7.5x 5.4x 4.8x 4.6x 4.5x RMNI C

  29. Slide 29: Compelling FCF Yield vs. Public Comparables

    Property of Rimini Street © 2017 29 7.9% 4.8% 4.3% 4.1% 4.0% 3.2% 3.0% 2.3% 2.3% 2.2% 0.6% 0.3% 7.8% 7.3% 4.0% 3.9% 1.7% RMNI MANH AZPN DSG PTC TYL CSOD KXS ULTI CALD BL COUP ORCL MSFT SAP CRM WDAY …With Compelling FCF Yield vs . Public Comparables 2018E FCF Yield (1) Large Cap ERP Software Median =

  30. Slide 30: Financial Performance vs. Public Comparables

    Property of Rimini Street © 2017 30 Financial Performance vs. Public Comparables 2017E Revenue Growth 2018E Revenue Growth Large Cap ERP Software Median = 16.6% Median = 13.8% Large Cap ERP Software Median = 6.5% Median = 15.6% Source: Capital IQ as of May 15, 2017 . Small / Mid Cap ERP Ecosystem So

  31. Slide 31: Valuation Discount to Select Recent Software IPOs

    Property of Rimini Street © 2017 31 2.8x 5.4x 5.2x 4.8x 5.7x 3.7x 4.2x 9.3x 8.9x 8.7x 8.6x 7.4x 5.7x RMNI OKTA COUP TEAM MULE BL AYX Source: Capital IQ as of May 15, 2017, ECM Analytics, and Renaissance Capital. (1): Based on an enterprise value of $ 837.3 million . (2): See Rimini Street Adjusted E

  32. Slide 32: Top Tier Sponsorship with Long Term Investment Horizons

    Property of Rimini Street © 2017 32 Top Tier Sponsorship with Long Term Investment Horizons Leader in Alternative Investments  Since its foundation in 1993, GP Investments has completed over 50 investments across multiple sectors and over 20 capital markets transactions  Over $5 billion raised fro

  33. Slide 33: Opportunity Summary

    Property of Rimini Street © 2017 33 Opportunity Summary • Strong and Mature Business with 45 Consecutive Quarters of Growth • Proven Management Team with Strong Execution History • TAM of more than $87 Billion, and Run - Rate Revenues of Nearly $200 Million • Transaction will Significantly Improve B

  34. Slide 34: Property of Rimini Street © 2017 34

    Property of Rimini Street © 2017 34

  35. Slide 35: Appendix

    Property of Rimini Street © 2017 35 Appendix

  36. Slide 36: Historical Adjusted EBITDA Reconciliation

    Property of Rimini Street © 2017 36 Historical Adjusted EBITDA Reconciliation Adjusted EBITDA Reconciliation (US$ in millions) 2014A 2015A 2016A Net Income ($127.8) ($45.3) ($21.5) Depreciation and amortization 1.9 1.5 1.8 Interest expense, net 0.7 0.8 19.7 Income tax 1.0 1.5 1.5 EBITDA ($124.2) ($4

  37. Slide 37: Definitions

    Property of Rimini Street © 2017 37 • Customer Lifetime Value (LTV): Equal to average gross margin over the forecast period per client multiplied by the average customer life • Customer Acquisition Costs (CAC): Equal to total sales and marketing costs (excludes Global C lient E ngagement expenses) i

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