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Document and Entity Information - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Mar. 11, 2019	Jun. 30, 2018
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Entity Registrant Name	Rimini Street, Inc.
Entity Central Index Key	0001635282
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Small Business	false
Entity Public Float			$ 66,690
Trading Symbol	RMNI
Entity Common Stock, Shares Outstanding		65,200

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 24,771	$ 21,950
Restricted cash	435	18,077
Accounts receivable, net of allowance of $489 and $51, respectively	80,599	63,525
Prepaid expenses and other	7,099	8,560
Total current assets	112,904	112,112
Long-term assets:
Property and equipment, net	3,634	4,255
Deferred debt issuance costs, net	0	3,520
Deposits and other	1,438	1,565
Deferred income taxes, net	909	719
Total assets	118,885	122,171
Current liabilities:
Current maturities of long-term debt	2,372	15,500
Accounts payable	12,851	10,137
Accrued compensation, benefits and commissions	22,503	18,154
Other accrued liabilities	20,424	32,553
Deferred revenue	180,358	152,390
Total current liabilities	238,508	228,734
Long-term liabilities:
Long-term debt, net of current maturities	0	66,613
Deferred revenue	28,898	29,182
Accrued PIK dividends payable	1,056	0
Other long-term liabilities	2,011	7,943
Total liabilities	270,473	332,472
Commitments and contingencies (Note 10)
Redeemable Series A Preferred Stock. Authorized 180 shares, issued and outstanding 141 shares. Liquidation preference of $140,846; net of discount of $26,848	113,998	0
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	0	0
Common stock, $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding 64,193 and 59,314 shares as of December 31, 2018 and 2017, respectively	6	6
Additional paid-in capital	108,347	94,967
Accumulated other comprehensive loss	(1,567)	(867)
Accumulated deficit	(372,372)	(304,407)
Total stockholders' deficit	(265,586)	(210,301)
Total liabilities, redeemable preferred stock and stockholders' deficit	$ 118,885	$ 122,171

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 489	$ 51
Temporary equity, shares authorized	180,000
Temporary equity, shares issued	140,846
Temporary equity, shares outstanding	140,846
Temporary equity, liquidation preference	$ 140,846
Temporary equity, discount on shares	$ 26,848
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	99,820,000	99,820,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	64,193,000	59,314,000
Common stock, shares outstanding	64,193,000	59,314,000

Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2018

Dec. 31, 2017

Dec. 31, 2016

Income Statement [Abstract]

Revenue

$ 252,790

$ 212,633

$ 160,175

Cost of revenue

95,981

82,898

67,045

Gross profit

156,809

129,735

93,130

Operating expenses:

Sales and marketing

93,215

66,759

72,936

General and administrative

36,982

36,144

36,212

Litigation costs and related recoveries, net

1,258

4,860

(29,949)

Total operating expenses

131,455

107,763

79,199

Operating income

25,354

21,972

13,931

Non-operating expenses:

Interest expense

(32,530)

(43,357)

(13,356)

Other debt financing expenses

(58,331)

(18,361)

(6,372)

Gain (loss) from change in fair value of redeemable warrants

(16,352)

1,578

Gain (loss) from change in fair value of embedded derivatives

1,600

3,800

(5,400)

Other income (expense), net

(2,066)

320

(1,786)

Loss before income taxes

(65,973)

(51,978)

(11,405)

Income tax expense

1,992

1,319

1,532

Net loss

(67,965)

(53,297)

(12,937)

Other comprehensive income (loss):

Foreign currency gain (loss)

(700)

179

(500)

Comprehensive loss

(68,665)

(53,118)

(13,437)

Net loss attributable to common stockholders

$ (78,606)

$ (53,297)

$ (22,937)

Net loss per share applicable to common stockholders (basic and diluted) (in dollars per share)

^[1]

$ (1.28)

$ (1.65)

$ (0.95)

Weighted average number of shares of common stock outstanding (basic and diluted)

^[1]

61,384,000

32,229,000

24,262,000

[1]	See Note 1 for discussion of reverse recapitalization given effect herein.

Consolidated Statements of Stockholders' Deficit - USD ($)
$ in Thousands

Total

Common Stock

Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss)

Accumulated Deficit

RSI convertible preferred stock

Balance period start (in shares) at Dec. 31, 2015

^[1]

24,247,000

44,045,000

Balance period start at Dec. 31, 2015

$ (212,319)

$ 2

^[1]

$ 16,763

$ (546)

$ (238,173)

$ 9,635

^[1]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of Series C Preferred Stock (in shares)

^[1]

56,441,000

Issuance of Series C Preferred Stock

10,001

$ 10,001

^[1]

RSI Series C Convertible Preferred Stock offering costs

(94)

$ (94)

^[1]

Beneficial conversion feature of Series C Preferred Stock

10,000

Deemed dividend for beneficial conversion features

(10,000)

Stock-based compensation

2,297

Warrant fair value adjustment

(7)

Issuance of shares upon exercise of stock options (in shares)

^[1]

35,000

Issuance of shares upon exercise of stock options

Foreign currency gain (loss)

(500)

Net loss

(12,937)

Balance period end (in shares) at Dec. 31, 2016

^[1]

24,282,000

100,486,000

Balance period end at Dec. 31, 2016

(213,510)

$ 2

^[1]

19,102

(1,046)

(251,110)

$ 19,542

^[1]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

RSI Series C Convertible Preferred Stock offering costs

(14,282)

Stock-based compensation

2,963

Warrant fair value adjustment

380

Issuance of shares upon exercise of stock options (in shares)

^[1]

1,219,000

Issuance of shares upon exercise of stock options

$ 872

872

Conversion of RSI Preferred Stock (in shares)

^[1]

24,058,000

(100,486,000)

Conversion of RSI Preferred Stock

$ 3

^[1]

19,539

$ (19,542)

^[1]

Cashless exercise of warrant (in shares)

43,000

^[1]

Elimination of redemption liability for Origination Agent warrants

$ 23,621

23,621

Net equity infusion from Mergers (in shares)

^[1]

9,324,000

Net equity infusion from Mergers

38,927

$ 1

^[1]

38,926

Financial advisors for transaction costs (in shares)

^[1]

388,000

Financial advisors for transaction costs

3,884

Cash paid to settle stock options of former employees

(38)

Foreign currency gain (loss)

179

Net loss

(53,297)

Balance period end (in shares) at Dec. 31, 2017

^[1]

59,314,000

Balance period end at Dec. 31, 2017

(210,301)

$ 6

^[1]

94,967

(867)

(304,407)

$ 0

^[1]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock-based compensation

4,394

Issuance of shares upon exercise of stock options (in shares)

^[1]

1,982,000

Issuance of shares upon exercise of stock options

$ 2,034

2,034

Common stock issued (shares)

2,897

2,897,000

^[1]

Issuance of Common Stock in Private Placement, net

$ 17,593

17,593

Accretion of discount on Series A Preferred Stock

(2,373)

Paid and payable in cash

(6,366)

Paid and payable in kind

(1,902)

Foreign currency gain (loss)

(700)

Net loss

(67,965)

Balance period end (in shares) at Dec. 31, 2018

^[1]

64,193,000

Balance period end at Dec. 31, 2018

$ (265,586)

$ 6

^[1]

$ 108,347

$ (1,567)

$ (372,372)

$ 0

^[1]

[1]	See Note 1 for discussion of reverse recapitalization given effect herein.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (67,965)	$ (53,297)	$ (12,937)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Accretion and amortization of debt discount and issuance costs	13,331	24,890	10,121
Write-off of debt discount and issuance costs	54,536	12,071	0
Loss (gain) from change in fair value of redeemable warrants	0	16,352	(1,578)
Loss (gain) from change in fair value of embedded derivatives	(1,600)	(3,800)	5,400
Paid-in-kind interest expense	1,886	2,966	900
Stock-based compensation expense	4,394	2,963	2,297
Depreciation and amortization	1,838	1,973	1,783
Write-off of deferred debt financing costs	704	0	0
Deferred income taxes	(235)	(124)	(520)
Other	0	381	0
Make-whole applicable premium included in interest expense	10,410	4,607	0
Changes in operating assets and liabilities:
Accounts receivable	(18,036)	(8,348)	(14,663)
Prepaid expenses, deposits and other	860	(3,279)	(1,427)
Accounts payable	2,875	1,200	4,636
Accrued compensation, benefits, commissions and other liabilities	(1,541)	5,623	10,759
Deferred insurance settlement	(8,033)	8,033	0
Accrued litigation settlement	0	0	(121,411)
Deferred revenue	28,958	16,952	57,031
Net cash provided by (used in) operating activities	22,382	29,163	(59,609)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital expenditures	(1,053)	(1,392)	(1,188)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of Series A Preferred Stock and Common Stock in Private Placement	133,000	0	0
Principal payments on borrowings	(145,807)	(41,994)	(15,313)
Make-whole applicable premium related to prepayment of borrowings	(10,410)	(4,607)	0
Payments for offering costs	(4,288)	(12,247)	0
Debt issuance costs paid	(5,871)	(114)	(560)
Proceeds from exercise of employee stock options	2,034	872	44
Payment of cash dividends on Series A Preferred Stock	(2,845)	0	0
Principal payments on capital leases	(587)	(776)	(733)
Proceeds from capital infusion in reverse recapitalization	0	42,414	0
Cash paid to settle stock options of former employees	0	(38)	0
Net proceeds from borrowings	0	0	83,743
Net proceeds from issuance of Series C Preferred Stock	0	0	9,907
Net cash provided by (used in) financing activities	(34,774)	(16,490)	77,088
Effect of foreign currency changes on cash	(1,376)	509	(613)
Net change in cash, cash equivalents and restricted cash	(14,821)	11,790	15,678
Cash, cash equivalents and restricted cash at beginning of year	40,027	28,237	12,559
Cash, cash equivalents and restricted cash at end of year	25,206	40,027	28,237
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	19,321	16,542	2,972
Cash paid for income taxes	1,765	1,730	1,609
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Fair value of 2,897 shares of Common Stock issued for no consideration	20,131	0	0
Original issuance discount on Series A Preferred Stock	7,000	0	0
Accrued cash dividends	3,521	0	0
Accrued PIK dividends	1,056	0	0
Accretion of discount on Series A Preferred Stock	2,373	0	0
Issuance of Series A Preferred Stock for PIK Dividends	846	0	0
Adjustment for updated calculation of mandatory trigger event exit fees	3,952	9,414	9,957
Balance at inception of Credit Facility	0	0	45,301
Adjustment for mandatory consulting fees due to amendment	0	0	6,000
Increase In Principal	167	0	0
Purchase of equipment under capital lease obligations	353	214	868
Capital expenditures	0	65	47
Debt discount for amendment fees under Credit Facility	0	5,000	0
Credit Facility exit fee obligations converted to principal	0	50,000	0
Conversion of RSI Preferred Stock to Common Stock in connection with the Mergers	0	23,621	0
Conversion of RSI Preferred Stock to Common Stock in connection with the Mergers	0	19,542	0
RSI financial advisor for transaction costs	0	2,375	0
GPIA deferred underwriting fee liability as reduction of capital infusion	0	1,509	0
Assumption of note payable to GP Sponsor in connection with the Mergers	0	1,992	0
Acquisition of prepaid expenses in connection with the Mergers	0	14	0
Deemed dividend for beneficial conversion feature related to RSI Preferred Stock	0	0	10,000
Issuance of redeemable warrant in connection with the Credit Facility	$ 0	$ 0	$ 8,847

Consolidated Statements of Cash Flows (Parenthetical)	12 Months Ended
Consolidated Statements of Cash Flows (Parenthetical)	Dec. 31, 2018 shares
Statement of Cash Flows [Abstract]
Common stock issued (shares)	2,897

BASIS OF PRESENTATION	12 Months Ended
BASIS OF PRESENTATION	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	BASIS OF PRESENTATION Nature of Business Rimini Street, Inc. is a global provider of enterprise software support services. The Company's subscription-based software support products and services offer enterprise software licensees a choice of solutions that replace or supplement the support products offered by enterprise software vendors. Reverse Recapitalization Rimini Street, Inc. (“RSI”) was incorporated in the state of Nevada in September 2005. RSI provides enterprise software support services. In May 2017, RSI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GP Investments Acquisition Corp. (“GPIA”), a publicly-held special purpose acquisition company (“SPAC”) incorporated in the Cayman Islands and formed for the purpose of effecting a business combination with one or more businesses. As discussed in Note 3, the Merger Agreement was approved by the respective shareholders of RSI and GPIA in October 2017, and closing occurred on October 10, 2017, resulting in (i) the merger of a wholly-owned subsidiary of GPIA with and into RSI, with RSI as the surviving corporation, after which (ii) RSI merged with and into GPIA, with GPIA as the surviving corporation and renamed “Rimini Street, Inc.” (referred to herein as “RMNI”, as distinguished from RSI, which is defined as the predecessor entity with the same legal name) immediately after consummation of the second merger. The transactions associated with the first merger and the second merger are referred to herein as the “Mergers”. The accompanying financial statements refer to the “Company” to include the accounts and activities of RSI before the Mergers, and those of RMNI after the Mergers, except where the context indicates otherwise. RSI’s capital structure consisted of Series A, B and C Convertible Preferred Stock (“RSI Preferred Stock”) and Class A and B Common Stock (“RSI Common Stock”). RSI Preferred Stock and RSI Common Stock are collectively referred to as “RSI Capital Stock”. Since GPIA was a non-operating public shell company, the Mergers have been accounted for as a capital transaction rather than a business combination. Specifically, the transaction was accounted for as a reverse recapitalization consisting of the issuance of RMNI Common Stock by RSI for the net monetary assets of GPIA accompanied by a recapitalization. Accordingly, the net monetary assets received by RMNI as a result of the Mergers with GPIA have been treated as a capital infusion on the closing date. In order to reflect the change in capitalization, the historical capitalization related to shares of RSI Common Stock have been retroactively restated based on the exchange ratio as if shares of RMNI Common Stock had been issued as of the later of (i) the issuance date of the shares, or (ii) the earliest period presented in the accompanying consolidated financial statements. As discussed in Note 6, the conversion of RSI Preferred Stock to RMNI Common Stock required the affirmative vote by the respective holders of RSI Preferred Stock. Therefore, conversion is not reflected until October 10, 2017, and the capital structure of RMNI is deemed to include the RSI Preferred Stock until consummation of the Mergers. As the surviving legal entity, the legal capital structure of GPIA is maintained post-merger, while the amounts associated with the historical capital activities and retained earnings of GPIA were eliminated since the amounts associated with the historical capital activities and operations are deemed to be those of RSI, the operating company and predecessor for accounting purposes. Prior to the consummation of the Mergers, GPIA domesticated as a Delaware corporation (the “Delaware Domestication”) and is authorized to issue up to one billion shares of $0.0001 par value common stock, and up to 100 million shares of $0.0001 par value preferred stock that may be issued in one or more series as determined by the Board of Directors. As such, the consolidated financial results of the Company for the years ended December 31, 2018, 2017 and 2016 presented in the consolidated financial statements reflect the operating results of RSI and its consolidated subsidiaries. The exchange ratio for the Mergers resulted in the issuance of approximately 0.2394 shares of common stock of RMNI for each outstanding share of RSI Capital Stock (the “Exchange Ratio”) on October 10, 2017. Upon consummation of the Mergers, the former GPIA shareholders owned approximately 9.3 million shares of RMNI Common Stock and the former RSI shareholders obtained an 83% controlling interest in the outstanding shares of RMNI Common Stock. Upon consummation of the Mergers, RSI also appointed seven of the nine members of the Board of Directors of RMNI.

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Significant Accounting Policies

SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated.

Liquidity

As of December 31, 2018, the Company's current liabilities exceeded its current assets by $125.6 million, and the Company incurred a net loss of $68.0 million for the year ended December 31, 2018. As of December 31, 2018, the Company had available cash, cash equivalents and restricted cash of $25.2 million. As of December 31, 2018, the Company’s current liabilities included $180.4 million of deferred revenue whereby the historical costs of fulfilling the Company’s commitments to provide services to its customers was approximately 38% of the related deferred revenue for the year ended December 31, 2018.

As discussed in Note 6, the Company refinanced and repaid its Credit Facility on July 19, 2018 through aggregate cash payments of $132.8 million that resulted in the termination of the Credit Facility. These payments were funded from the Private Placement discussed in Note 6 that resulted in cash proceeds of $133.0 million from the sale of 0.1 million shares of Series A Preferred Stock and approximately 2.9 million shares of Common Stock. In addition, the Company used approximately $2.7 million of its cash, primarily for interest and fees under the Credit Facility and transaction costs that were due at the Closing. This refinancing is expected to improve the Company’s liquidity and capital resources whereby cash dividends are payable at 10.0% per annum that will result in quarterly cash dividends ranging from $3.5 million to $4.0 million over the initial 5-year period beginning on the issuance date assuming all shares of Series A Preferred Stock remain outstanding, and thereafter, if not previously redeemed or converted, cash dividends will be payable at 13.0% per annum. Additionally, as discussed in Note 5, the Company is obligated to repay the $2.4 million loan payable to GP Sponsor during the first half of 2019, and to make operating and capital lease payments that are due within the next 12 months in the aggregate amount of $5.4 million. The Company believes that current cash, cash equivalents, restricted cash, and future cash flow from operating activities will be sufficient to meet the Company’s anticipated cash needs, including cash dividend requirements, working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of these financial statements.

Emerging Growth Company

Upon completion of the Mergers discussed in Notes 1 and 3, the Company became an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. GPIA previously elected not to opt out of such extended transition period which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Reclassifications

In addition to the accounting for the reverse recapitalization discussed in Note 1, certain amounts in the consolidated financial statements of RSI issued for prior years have been reclassified to conform to the Company’s presentation for the current year. These reclassifications had no effect on the previously reported net loss, stockholders’ deficit and cash flows.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, the allowance for doubtful accounts receivable, valuation assumptions for stock options, embedded derivatives and warrants, deferred income taxes and the related valuation allowances, accretion of discounts on debt and Series A Preferred Stock, and the evaluation and measurement of contingencies. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation may be affected.

Risks and Uncertainties

Inherent in the Company’s business are various risks and uncertainties, including its limited operating history in a rapidly changing industry. These risks include the Company’s ability to manage its rapid growth and its ability to attract new customers and expand sales to existing customers, risks related to litigation, as well as other risks and uncertainties. In the event that the Company does not successfully execute its business plan, certain assets may not be recoverable, certain liabilities may not be paid and investments in its capital stock may not be recoverable. The Company’s success depends upon the acceptance of its expertise in providing services, development of sales and distribution channels, and its ability to generate significant revenues and cash flows from the use of this expertise.

Segments

The Company’s chief operating decision maker (the “CODM”), who is the Company’s Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented on an entity-level basis for purposes of making operating decisions and assessing financial performance. The entity-level financial information is identical to the information presented in the accompanying consolidated statements of operations and comprehensive loss. Accordingly, the Company has determined that it operates in a single operating and reportable segment.

Cash, Cash Equivalents and Restricted Cash

All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. Cash and cash equivalents consist primarily of demand deposits with financial institutions.

Until the Credit Facility discussed in Note 5 was terminated on July 19, 2018, payments received from customers were deposited in cash accounts controlled by an agent of the lenders. Restricted cash also includes demand deposits that are pledged as collateral for corporate credit card debts.

Allowance for Doubtful Accounts

The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers, and general economic conditions. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Actual write-offs may either be in excess or less than the estimated allowance.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the following assets:



		Years
Computer equipment		1-3
Furniture and fixtures		3-7
Capitalized software costs		3
Leasehold improvements		Up to 8 years, not to exceed lease term

Maintenance and repairs are expensed as incurred. Application development costs related to internal use software projects are capitalized and included in property and equipment. Preliminary planning activities and post implementation activities for internal use software projects are expensed as incurred. Construction-in-progress primarily consists of computer equipment and leasehold improvements that have not yet been placed into service for their intended use. Depreciation and amortization commences when assets are initially placed into service for their intended use.

Deferred Offering Costs

Financial advisory fees, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to stockholders’ deficit in the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded as expense in the period when it is determined that an offering is unsuccessful.

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for property and equipment and other long-lived assets if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Impairment for intangible software assets is based upon an assessment of net realizable value. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. No impairment of long-lived assets occurred in the years presented.

Debt Issuance Costs and Discounts

Debt issuance costs are costs incurred to obtain new debt financing or modify existing debt financing and consist of incremental direct costs incurred for professional fees and due diligence services, including reimbursement of similar costs incurred by the lenders. Debt issuance costs are allocated proportionately between funded and unfunded portions of debt. Amounts paid to the lenders when a financing is consummated are a reduction of the proceeds and are treated as a debt discount. Debt issuance costs and discounts related to funded debt are presented in the accompanying consolidated balance sheet as a reduction in the carrying value of the debt and are accreted to interest expense using the effective interest method. Debt issuance costs related to unfunded debt is presented in the accompanying consolidated balance sheets as a long-term asset and are amortized using the straight-line method over the contractual term of the debt agreement. Unamortized deferred debt issuance costs are not charged to expense when the related debt becomes a demand obligation due to the violation of terms so long as it is probable that the lenders will either waive the violation or will agree to amend or restructure the terms of the indebtedness. If either circumstance is probable, the deferred debt issuance costs continue to be amortized over the remaining term of the initial amortization period. If it is not probable, the costs will be charged to expense. Debt discounts and issuance costs are collectively referred to as DDIC.

Embedded Derivatives

When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is recorded separately from the carrying value of the host contract, with subsequent changes in the estimated fair value recorded as a non-operating gain or loss in the Company’s consolidated statements of operations.

Accounting for Series A Preferred Stock

Series A Preferred Stock is classified as mezzanine equity in the Company’s consolidated balance sheet since the holders have redemption rights beginning in July 2023 (and earlier under certain circumstances). Discounts and incremental and direct costs incurred to consummate the Private Placement were allocated pro rata between the Series A Preferred Stock and the Common Stock issued based on the relative fair value on the Closing Date. The discount related to Series A Preferred Stock is being accreted using the effective interest method. Accordingly, the carrying value of the Series A Preferred Stock is being increased with a corresponding reduction in additional paid-in capital from the issuance date of July 19, 2018 until the first redemption date of July 19, 2023, when the carrying value will be equal to the aggregate liquidation preference. The Company records a liability for dividends in the period incurred. Accrued dividends are a component of the liquidation preference until paid in cash or settled in additional shares of Series A Preferred Stock. Accretion and accrued dividends are treated as deductions in the calculation of earnings attributable to common stockholders.

Beneficial Conversion Features

A beneficial conversion feature is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of a deemed dividend. A conversion option is in the money if the conversion price is lower than the fair value of a share into which it is convertible.

Revenue Recognition

Revenue is derived from support services, and to a lesser extent, software licensing and related maintenance and professional services. A substantial majority of revenue is from support services, and revenue from other sources has been minimal to date. Revenues are recognized when all the following criteria are met:


•	Persuasive evidence of an arrangement exists. The Company generally relies on a written sales contract to determine the existence of an arrangement.


•	Delivery has occurred. The Company considers delivery to have occurred over the contractual term when support service is available to the customer in the manner prescribed in the contractual arrangement, and when there are no further additional performance or delivery obligations.


•	Fee is fixed or determinable. The Company assesses whether the sales price is fixed or determinable based on the payment terms and whether the sales price is subject to refund or adjustment.


•	Collection is reasonably assured. Collection is deemed probable if the Company expects that the customer will be able to pay amounts under the arrangement as payments become due. Previous uncollectable receivables have not had a material impact on the consolidated financial statements for the periods presented.

The Company recognizes its support services revenue provided on third-party software in accordance with Accounting Standards Codification (ASC) 605, Revenue Recognition. Pricing for support services is generally established on a per-customer basis as set forth in the arrangements. The non-cancellable terms of the Company’s support services arrangements generally range from one to three years and in most cases, include an extended initial support service period of generally three to six months. This results in a discounted fee for the initial support service period. For such arrangements, revenue is limited to the amount that is not contingent upon the future delivery of support services whereby each annual billing period is recognized on a straight-line basis over the respective annual support service period. For arrangements not subject to this contingent revenue limitation, the total arrangement fee is recognized as revenue on a straight-line basis over the non-cancellable term.

In a limited number of arrangements, the Company also licenses software and related maintenance services under term-based arrangements. The terms of software licenses and services support are the same, and when support services are terminated, the software license is also terminated. To date software has not been licensed separately, but rather has only been licensed along with service support arrangements. The Company applies the provisions of ASC 985-605, Software Revenue Recognition, to these deliverables. Accordingly, all revenue from the software license is recognized over the term of the support services.

Revenues generally include any taxes withheld by foreign customers and subsequently remitted to governmental authorities in those foreign jurisdictions. Foreign withholding taxes included in revenues amounted to $0.8 million, $0.4 million and $0.5 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Deferred revenue consists of billings issued that are non-cancellable but not yet paid and payments received in advance of revenue recognition. The Company typically invoices its customers at the beginning of the contract term, in annual and multi-year installments. Deferred revenue that is anticipated to be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as long-term deferred revenue.

Sales Commissions and Related Costs

Costs incurred to obtain new client contracts and to extend existing client contracts are primarily comprised of sales commissions. These costs are charged to expense as incurred.

Advertising

Advertising costs are charged to sales and marketing expense in the period incurred.

Legal Costs and Deferred Settlement Proceeds

Legal fees and costs are charged to general and administrative expense as incurred, other than legal fees and costs that are accounted for as deferred offering costs and debt issuance costs. The proceeds from legal fee insurance coverage prepaid settlements were accounted for as a deferred liability that was reduced as legal expenses related to the litigation were incurred.

Loss Contingencies

The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed.

Stock-Based Compensation and Warrant Expense

The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. The Company computes the fair value of options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. Stock-based compensation expense is recognized based on awards ultimately expected to vest whereby estimates of forfeitures are based upon historical experience.

In addition, the Company utilized the BSM option-pricing model to estimate the fair value of warrants granted in exchange for a financial performance guarantee. The fair value of such warrants was charged to expense on a straight-line basis over the requisite service period. For warrants where a performance commitment date has not been established, the fair value is adjusted periodically until the commitment date occurs.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings.

The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. Interest and penalties related to income taxes are recognized in the provision for income taxes.

Foreign Currency

The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. The asset and liability accounts of the foreign subsidiaries are translated from their local currencies at the exchange rates in effect on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the period. Gains and losses resulting from the translation of the subsidiary balance sheets are recorded net of tax as a component of accumulated other comprehensive loss. Gains and losses from foreign currency transactions are recorded in other income and expense in the consolidated statements of operations and comprehensive loss. The tax effect has not been material to date.

Loss Per Common Share

Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed using the treasury stock method by giving effect to the exercise of all potential shares of Common Stock, including stock options and warrants, and the conversion of RSI Preferred Stock, to the extent dilutive. RSI Preferred Stock participated in dividends but was not considered participating securities when there was a net loss because the holders did not have a contractual obligation to share in the losses.

The holders of Series A Preferred Stock are entitled to participate in Common Stock dividends, if and when declared, on a one-to-one per-share basis. Accordingly, in periods in which the Company has net income, earnings per share will be computed using the two-class method whereby the pro rata dividends distributable to the holders of Series A Preferred Stock will be deducted from earnings applicable to common stockholders, regardless of whether a dividend is declared for such undistributed earnings.

Recent Accounting Pronouncements

The following accounting standards are not yet effective and management has not completed its evaluation to determine the impact that adoption of these standards will have on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition standards under U.S. GAAP. The new standard provides a five-step process for recognizing revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires expanded qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new standard allows for two transition methods: (i) a full retrospective method applied to each prior reporting period presented, or (ii) a modified retrospective method applied with the cumulative effect of adoption recognized on adoption date. The Company currently intends to adopt this standard using the full retrospective method. Due to the Company’s emerging growth status and certain elections made, the new standard is effective for the Company in fiscal year 2019. As an emerging growth company for interim reporting purposes, we can elect to initially apply the standard either in the year of adoption or in the subsequent year. The Company has elected to adopt the standard for interim reporting purposes beginning in the first quarter of fiscal 2020. As a result of this election, fiscal year 2019 interim periods will continue to be reported under legacy GAAP while full year 2019 will be reported under the new standard.

We have made significant progress in our analysis of how the standard will impact our revenue, but we have not completed our evaluation and therefore the full impact upon adoption of this standard is not known and cannot be reasonably estimated. Based on our preliminary evaluation to date, we believe that the primary change will be the accelerated timing of revenue recognition for certain contracts due to the removal of the current limitation associated with revenue contingent upon the future delivery of support services. In addition, we expect to capitalize approximately $18.5 million as of January 1, 2017 for costs incurred to obtain new client contracts, which is primarily comprised of sales commissions. Such costs, which are expensed as incurred under the current standard, will be capitalized and amortized over their estimated useful lives of 3 years under the new standard. We will complete our evaluation during fiscal 2019.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires organizations that lease assets (“lessees”) to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. Under the new standard, both finance and operating leases will be required to be recognized on the balance sheet. Additional quantitative and qualitative disclosures, including significant judgments made by management, will also be required. The standard will be effective for the Company beginning in the first quarter of fiscal 2020, assuming the Company still qualifies as an emerging growth company. Early adoption is permitted, and the new standard was required to be adopted retrospectively to each prior reporting period presented upon initial adoption. However, in July 2018 the FASB issued ASU No. 2018-11 Targeted Improvements, which provides lessees the option to apply the new leasing standard to all open leases as of the adoption date by recognizing a cumulative-effect adjustment to accumulated deficit in the period of adoption without restating prior periods. The Company is still evaluating which transition approach will be implemented upon adoption of ASU No. 2016-02.

In May 2017, the FASB issued ASU No. 2017-9, Compensation—Stock Compensation: Scope of Modification Accounting, which provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This standard does not change the accounting for modifications of share-based payment awards but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. This standard will be effective for the Company in the first quarter of fiscal 2019.

In August 2018, the SEC adopted a final rule that extends the current annual requirement to disclose changes in stockholders’ equity to interim periods and will also require interim disclosure of dividends per share for each class of shares (including the Company’s Series A Preferred Stock). These disclosure provisions become effective beginning in the first quarter of 2019, whereby the Company will be required to disclose changes in stockholders’ deficit for the current and comparative fiscal quarters as well as the current and comparative year-to-date periods presented in future interim condensed consolidated financial statements. The Company will provide the expanded disclosures beginning in the first quarter of 2019.

MERGER AGREEMENT AND REVERSE RECAPITALIZATION

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Merger Agreement and Reverse Recapitalization

MERGER AGREEMENT AND REVERSE RECAPITALIZATION

Merger Agreement

As discussed in Note 1, on October 10, 2017, RSI and GPIA entered into the Merger Agreement, which has been accounted for as a reverse recapitalization. Pursuant to the Merger Agreement, the consummation of the first merger was conditioned upon, among other things there being (i) a minimum of $50.0 million of cash available to GPIA (including the cash in GPIA’s trust account and any cash provided by an affiliate of GPIA, GPIC Ltd, a Bermuda company (“GP Sponsor”) pursuant to its equity commitment) and (ii) a minimum amount of immediately available cash in the GPIA trust account of not less than $5.0 million after giving effect to the redemption of GPIA public shares. Pursuant to the equity commitment letter entered into between GPIA and GP Sponsor (the “Equity Commitment Letter”), GP Sponsor was required (in certain circumstances) to provide backstop equity financing by means of purchasing newly issued GPIA shares based on a per share issue price of $10.00 in an aggregate amount of up to $35.0 million.

GPIA’s shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of approximately 14.3 million shares of GPIA for gross redemption payments of $143.9 million. After settlement of the redemption requests, approximately 5.7 million shares of GPIA remained outstanding and the available cash was approximately $14.3 million. Additionally, GP Sponsor provided backstop equity financing through its purchase of 3.6 million shares of Common Stock at a price of $10.00 per share, resulting in gross proceeds of $36.0 million, and total available cash amounted to $50.3 million. In accounting for the reverse recapitalization, the net cash proceeds amounted to $42.4 million and resulted in the issuance of 9.3 million shares of Common Stock, as shown in the table below (dollars in thousands, expect per share amounts):



	Total Shares		Available Cash
Balances, October 9, 2017	20,009,776		$	158,219
Less redemption of GPIA shares prior to the Mergers	(14,286,064	)	(143,904		)
Balances before backstop equity financing	5,723,712		14,315
GP Sponsor subscription for 3,600,000 shares at $10.00 per share	3,600,000		36,000
Balances prior to consummation of the Mergers	9,323,712		$	50,315

In connection with the Mergers, an outstanding loan payable to GP Sponsor with an original face amount of approximately $3.0 million and an imputed value of $2.0 million as discussed in Note 5, was assumed by the Company. Additionally, $1.5 million of GPIA’s deferred underwriting liability was settled through the issuance of 150,937 shares of RMNI Common Stock valued at $10.00 per share. Accordingly, the net equity infusion amounted to $38.9 million, as shown in the table below (in thousands):



GPIA available cash prior to consummation of the Mergers	$	50,315
Less permitted cash payments prior to consummation of the Mergers:
GPIA deferred underwriting fee liability	(4,550		)
GPIA transaction costs related to the Mergers	(3,351		)
Net cash proceeds upon consummation of the Mergers	42,414
Other GPIA assets acquired and liabilities assumed in Mergers:
Prepaid expenses	14
Deferred underwriting fee liability settled in shares of Common Stock	(1,509		)
Assumed note payable to GP Sponsor	(1,992		)
Net equity infusion from GPIA as of October 10, 2017	$	38,927

The net cash proceeds from GPIA of $42.4 million were used to (i) pay down $5.0 million of mandatory Trigger Event exit fees due to the Origination Agent as discussed in Note 5, (ii) pay transaction costs payable in cash that were incurred by RSI of approximately $11.9 million, and (iii) the remainder of approximately $25.5 million was deposited to a restricted cash control account under the Credit Facility.

The aggregate purchase price for RSI as set forth in the Merger Agreement was $775.0 million, which amount was reduced by, among other things, the aggregate amount of certain debt obligations of RSI (“the “Merger Consideration”). The Merger Consideration was settled through the conversion of RSI’s Capital Stock into shares of RMNI Common Stock at an issuance price of $10.00 per share. Each issued and outstanding share of the RSI’s Class A and Class B Common Stock, and each issued and outstanding share of each series of RSI Preferred Stock (collectively, “RSI Capital Stock”), was automatically converted into the applicable portion of the Merger Consideration with the number of shares computed based on the Exchange Ratio.

Outstanding options to purchase shares of RSI’s Capital Stock granted under the 2007 Plan and 2013 Plan (each as defined in Note 8) converted into stock options for shares of RMNI Common Stock upon the same terms and conditions that were in effect with respect to such stock options immediately prior to the Merger Agreement, after giving effect to the Exchange Ratio. The warrants discussed in Note 8 held by the Origination Agent (as defined in Note 5) were modified to provide for the issuance of additional warrants. All of the warrants held by the Origination Agent converted into warrants for shares of RMNI Common Stock with the exercise price and number of shares adjusted to give effect for the Exchange Ratio. Additionally, the anti-dilution provisions discussed in Note 5, and the cash redemption feature discussed in Note 8, were eliminated with respect to the Origination Agent warrants upon consummation of the Mergers.

Transaction Costs and Financial Advisory Fees

GPIA and RSI were obligated to pay certain financial advisory fees that the parties agreed to settle through the issuance of shares of RMNI Common Stock (based upon a value of $10.00 per share of RMNI Common Stock). As a result, upon consummation of the Mergers an aggregate of 388,437 shares of RMNI Common Stock were issued with a fair value of approximately $3.9 million. Transaction costs incurred by RSI related to the merger amounted to $14.3 million (including $2.4 million representing its share of financial advisory fees settled in shares of RMNI Common Stock), which were charged to additional paid-in capital upon consummation of the Mergers.

Capitalization Adjustments

The table below summarizes the number of shares of RMNI Common Stock issued upon consummation of the Mergers consisting of (i) the number of shares of RSI Capital Stock outstanding immediately before the Mergers along with the impact of the Exchange Ratio, (ii) the impact of fractional share adjustments, and (iii) the number of shares of RMNI Common Stock outstanding immediately after the Delaware Domestication and consummation of the Mergers on October 10, 2017:



RSI Capital Stock		Number of
Type	Series/ Class	Shares
Preferred	A	5,499,900		(1)
Preferred	B	38,545,560		(1)
Preferred	C	56,441,036		(1)
Common	A	529,329		(1)
Common	B	102,925,500		(1)
Total shares of RSI Capital Stock as of October 10, 2017		203,941,325
Effect of Exchange Ratio to convert RSI Capital Stock to Common Stock		48,826,159		(2)
Adjustment for fractional shares		(67	)	(3)
Cashless exercise of Guarantee Warrant on closing date		42,556		(4)
Common Stock issued to former RSI stockholders at closing		48,868,648

____________________


⁽¹⁾	Represents the number of shares of RSI Capital Stock issued and outstanding immediately prior to consummation of the Mergers on October 10, 2017.


⁽²⁾	In accounting for the reverse recapitalization, RSI Capital Stock outstanding as of October 10, 2017 was converted to shares of RMNI Common Stock based on the Exchange Ratio.


⁽³⁾	The total number of shares of RMNI Common Stock issued to the former holders of RSI Capital Stock was net of fractional shares resulting from rounding down in the application of the Exchange Ratio.

⁽⁴⁾

Adams Street Partners and its affiliates (collectively referred to as “ASP”) agreed to exercise on a cashless basis their Guarantee Warrant for 344,828 shares of Rimini Street’s Class A Common Stock at an exercise price of $1.16 per share immediately prior to consummation of the Mergers. This cashless exercise resulted in the issuance of 177,751 shares of RSI’s Class A Common Stock which converted to 42,556 shares of RMNI Common Stock upon consummation of the Mergers.

OTHER FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Other Financial Information

OTHER FINANCIAL INFORMATION

Cash, cash equivalents and restricted cash

For purposes of the consolidated statements of cash flows, as of December 31, 2018, 2017 and 2016 cash, cash equivalents and restricted cash are as follows (in thousands):



	2018		2017		2016
Cash and cash equivalents	$	24,771	$	21,950	$	9,385
Restricted cash:
Control accounts under Credit Facility	—		17,644		18,263
Corporate credit card debts and other	435		433		589
Total restricted cash	435		18,077		18,852
Total cash, cash equivalents and restricted cash	$	25,206	$	40,027	$	28,237

Upon termination of the Credit Facility as discussed in Note 5, the restrictions related to the control accounts were eliminated and the related funds have been classified as cash and cash equivalents as of December 31, 2018.

Allowance for Doubtful Accounts

Activity in the allowance for doubtful accounts is set forth below for the years ended December 31, 2018, 2017 and 2016 (in thousands):



	2018			2017			2016
Allowance, beginning of year	$	51		$	36		$	115
Provisions	491			45			57
Write offs, net of recoveries	(53		)	(30		)	(136		)
Allowance, end of year	$	489		$	51		$	36

Prepaid Expenses and Other Current Assets

As of December 31, 2018 and 2017, prepaid expenses and other current assets consisted of the following (in thousands):



	2018		2017
Prepaid expenses and deposits	$	3,450	$	5,030
Foreign tax refunds receivable	1,048		1,292
Prepaid loan agent and service fees	—		216
Other	2,601		2,022
Total	$	7,099	$	8,560

Property and Equipment

As of December 31, 2018 and 2017, property and equipment consisted of the following (in thousands):



	2018			2017
Computer equipment	$	7,853		$	6,966
Furniture and fixtures	2,632			2,654
Capitalized software costs	517			433
Leasehold improvements	1,142			1,090
Construction-in-progress	33			59
Total property and equipment	12,177			11,202
Less accumulated depreciation	(8,543		)	(6,947		)
Property and equipment, net	$	3,634		$	4,255

Depreciation expense was $1.8 million, $2.0 million and $1.8 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Other Accrued Liabilities

As of December 31, 2018 and 2017, other accrued liabilities consist of the following (in thousands):



	2018		2017
Accrued sales and other taxes	$	5,687	$	11,266
Accrued professional fees	7,035		8,407
Accrued dividends on Redeemable Series A Preferred Stock	3,521		—
Current maturities of capital lease obligations	387		533
Income taxes payable	767		485
Appeal proceeds payable to insurance company	449		—
Deferred insurance settlement	—		8,033
Liability for embedded derivatives	—		1,600
Other accrued expenses	2,578		2,229
Total other accrued liabilities	$	20,424	$	32,553

During 2018, the Company remitted sales tax returns to several states where such taxes had been accrued, but had not previously been billed or collected for periods prior to December 31, 2017. As a result of certain negotiations, the Company has already paid $0.4 million and has agreed to pay an additional $1.6 million for sales taxes and related interest. As a result of these negotiations, the Company was also able to reduce its related sales tax accrual by $4.9 million as of December 31, 2018.

Advertising

Advertising expenses were $1.0 million, $1.2 million and $1.3 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Litigation Costs and Related Recoveries, Net

For the years ended December 31, 2018, 2017 and 2016, litigation costs and related recoveries, net consists of the following (in thousands):



	2018			2017			2016
Professional fees and other defense costs of litigation	$	30,126		$	17,171		$	21,379
Litigation appeal refund	(21,285		)	—			—
Insurance recoveries and reduction in deferred settlement liability, net	(7,583		)	(12,311		)	(54,248		)
Pre-judgment interest on litigation judgment	—			—			2,920
Litigation costs and related recoveries, net	$	1,258		$	4,860		$	(29,949	)

Other Income (Expense), Net

For the years ended December 31, 2018, 2017 and 2016, other income (expense), net consists of the following (in thousands):



	2018			2017			2016
Interest income:
Post-judgment interest on litigation appeal award	$	199		$	—		$	—
Other	54			198			27
Write-off of deferred debt financing costs	(704		)	—			—
Foreign currency transaction gain (loss)	(1,320		)	191			(1,724		)
Other expenses	(295		)	(69		)	(89		)
Total other income (expense), net	$	(2,066	)	$	320		$	(1,786	)

DEBT

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Debt

DEBT

Debt is presented net of debt discounts and issuance costs ("DDIC") in the Company's balance sheets. As of December 31, 2018 and 2017, debt consists of the following (in thousands):



	2018		2017
Credit Facility, net of DDIC	$	—	$	80,054
Note payable to GPIA Sponsor, net of DDIC	2,372		2,059
Total	2,372		82,113
Less current maturities	2,372		15,500
Long-term debt, net of current maturities	$	—	$	66,613

For purposes of classifying current maturities of long-term debt in the Company's balance sheets, none of the discount is attributed to the current portion until the maturity date is less than one year from the balance sheet data. Accordingly, as of December 31, 2018, the $2.4 million net carrying amount of the related party note payable to GP Sponsor is classified as a current liability due to the amended maturity date in June 2019. As discussed below, the Company repaid in full and terminated the Credit Facility on July 19, 2018.

Credit Facility

Overview. In June 2016, the Company entered into a multi-draw term loan Financing Agreement (the “Credit Facility”) with a syndicate of lenders (the “Lenders”). The Credit Facility would have matured in June 2020 but was repaid and terminated in July 2018 as discussed below. The Credit Facility provided for an aggregate commitment of up to $125.0 million, which consisted of an initial term loan for $30.0 million in June 2016, a “delayed draw A Term Loan” for $65.0 million, and a “delayed draw B Term Loan” for $30.0 million. An origination fee equal to 5.0% of the $125.0 million commitment was paid in cash to the Lenders from the proceeds of the initial term loan. The Credit Facility provided for an Original Issue Discount (“OID”) of 2.0% of the initial face amount of borrowings. Origination fees and OID were accounted for as DDIC.

Borrowings under the Credit Facility were collateralized by substantially all assets of the Company, including certain cash depository accounts that were subject to control agreements with the Lenders. Upon termination of the Credit Facility as discussed below, the restrictions related to the cash control accounts were eliminated and the related funds held in the control accounts were classified as cash and cash equivalents as of December 31, 2018. As of December 31, 2017, the restricted cash balance under the control agreements totaled $17.6 million. The Company was previously required to comply with various financial and operational covenants on a monthly or quarterly basis, including a leverage ratio, minimum liquidity, churn rate, asset coverage ratio, minimum gross margin, and certain budget compliance restrictions. Additionally, the covenants in the Credit Facility prohibited or limited the Company’s ability to incur additional debt, pay cash dividends, sell assets, merge or consolidate with another company, and other customary restrictions associated with debt arrangements.

Obligations to Origination Agent. Concurrent with execution of the Credit Facility, one of the lenders that served as the origination agent (the “Origination Agent”) agreed to provide general business and financial strategy, corporate structure, and long-term strategic planning services pursuant to a consulting agreement that required the Company to make annual cash payments of $2.0 million over the four-year term of the agreement. The Company accounted for the fees payable under this arrangement as debt issuance costs since the value of the future services was not determinable. The consulting agreement initially provided for a pro rata reduction in the annual cash payments when over 50% of the original principal balance was repaid, but this provision was eliminated in October 2016. The elimination of the pro rata reduction changed the contingent nature of the future consulting payments and, accordingly, the Company accrued the entire $6.0 million of remaining payments as a contractual debt liability with a corresponding increase in the DDIC in October 2016. The consulting agreement also provided for the issuance of a warrant to the Origination Agent to purchase 2.7 million shares of Common Stock at an exercise price of $5.64 per share, representing approximately 5% of the Company’s fully-diluted share capital on the date of issuance. The fair value of this warrant on the issuance date in June 2016 was $8.8 million, which was accounted for as a debt issuance cost.

The Credit Facility also required certain payments to the Origination Agent upon the occurrence of a trigger event (“Trigger Event”), which was defined as the earliest of (i) the debt maturity date of June 2020, (ii) the first date on which all the obligations were repaid in full and the commitments of the Lenders were terminated, (iii) the acceleration of the obligations in the event of a default, (iv) initiation of any insolvency proceeding, foreclosure or deed in lieu of foreclosure, and (v) the termination of the Credit Facility for any reason. Upon a Trigger Event, the Company was required to pay (i) a commitment exit fee, (ii) a continuing origination agent service fee, (iii) a consulting exit fee of $14.0 million, and (iv) a foreign withholding tax fee of $2.0 million. The commitment exit fee was calculated using the annualized revenue for the most recent fiscal quarter in which a Trigger Event occurred, times a multiplier of 6.9% of annualized revenue. The settlement value of the commitment exit fee was $9.6 million at inception of the Credit Facility. The continuing origination agent service fee was calculated using the annualized revenue for the most recent fiscal quarter in which a Trigger Event occurred, times a multiplier of 14.1% of annualized revenue. The continuing origination agent fee was estimated at $19.7 million at inception of the Credit Facility. At inception of the Credit Facility in June 2016, the aggregate Trigger Event fees amounted to approximately $45.3 million and were accounted for as a contractual obligation and a corresponding increase in the DDIC related to the Credit Facility. Revised Trigger Event obligations based on quarterly changes in annualized revenue were recognized as changes in DDIC in subsequent periods.

Interest and Fees. The outstanding principal balance under the Credit Facility provided for monthly interest payments at 15.0% per annum, consisting of 12.0% per annum that was payable in cash and 3.0% per annum that was payable through the issuance of additional borrowings beginning on the interest payment due date (referred to as paid-in-kind, or “PIK” interest). In addition, a make-whole applicable premium payment of approximately 15.0% per annum through June 2019 was required for certain principal prepayments as defined in the Credit Facility.

The Credit Facility provided for collateral monitoring fees at the rate of 0.5% of the outstanding principal balance through October 2016, which increased to 2.5% of the outstanding principal balance through termination of the Credit Facility. The Credit Facility also required unused line fees of 15.0% per annum on the undrawn portion of the $65.0 million commitment under the delayed draw A Term Loan, and 5.0% per annum on the undrawn portion of the $30.0 million commitment under the delayed draw B Term Loan. In October 2016, the unused line fee terminated with respect to borrowings of $65.0 million under the delayed draw A Term Loan, and $12.5 million of borrowings under the delayed draw B Term Loan. The remaining $17.5 million undrawn portion of the delayed draw B Term Loan provided for unused line fees of 5.0% per annum through the termination date of the Credit Facility. All unused line fees and collateral monitoring fees were payable monthly in arrears and were recorded as a component of other debt financing expenses in the period incurred. Upon the occurrence and during the continuance of any event of default, the principal (including PIK interest), and all unpaid interest provide for an additional interest rate of 2.0% per annum (the “Default Interest”) from the date such event of default occurred until the date it was cured or waived. The Lenders waived all Default Interest that would have otherwise been payable during periods when events of default existed.

Accretion and Amortization. DDIC that relates to the entire Credit Facility was allocated pro rata between the funded and unfunded portions of the Credit Facility based on the relative amounts that were cumulatively borrowed versus the undrawn portion of the $125.0 million commitment. DDIC related to funded debt was accreted to interest expense using the effective interest method based on the aggregate principal obligations to the Lenders and consulting and Trigger Event obligations to the Origination Agent. DDIC associated with unfunded debt was amortized using the straight-line method from the date incurred through the maturity date of the Credit Facility, which was included in other debt financing expenses in the accompanying consolidated statements of operations and comprehensive loss.

As of December 31, 2017, accretion of DDIC related to the funded portion of the Credit Facility was at an annual rate of 26.3%. Excluding the impact of unused line fees, collateral monitoring fees, and amortization of DDIC related to the unfunded portion of the Credit Facility, the overall effective rate was 41.3% as of December 31, 2017.

Principal Prepayments. Under the Credit Facility, the Company was required to make payments to the Lenders when certain extraordinary cash receipts were received. Extraordinary receipts include certain insurance settlements and court awards from litigation and appeals of judgments. As discussed in Note 10, in April 2017 the Company received net proceeds from an insurance settlement of $18.7 million that was used to make a mandatory $14.1 million principal payment, and a $4.6 million make-whole applicable premium payment due to the Lenders. In addition, on March 30, 2018, the Company received $21.5 million from the appeal of the Oracle litigation, of which approximately $0.5 million is payable to third party that previously provided insurance coverage to the litigation. On April 3, 2018, the Company paid $21.0 million consisting of $17.9 million of principal and $3.1 million for make-whole applicable premium due to the Lenders. The Company also recognized a write-off of DDIC of $7.2 million related to the $17.9 million principal prepayment that was triggered by collection of the appeal proceeds.

In connection with the third amendment to the Credit Facility, the Company made a principal prepayment of $2.5 million in May 2017. Beginning in the first quarter of 2017, the amended Credit Facility required quarterly principal payments equal to 75% of the calculated Excess Cash Flow (as defined in the Credit Facility). In May 2017, the Company made a principal prepayment of $4.0 million to satisfy the Excess Cash Flow requirement for the first quarter of 2017. No further payments were required in 2017. In October 2017, the Lenders agreed to change the measurement period for Excess Cash Flow from quarterly to an annual measurement period effective for the year ending December 31, 2019.

Beginning on April 1, 2017, all customer prepayments for service periods in excess of one year were required to be applied to reduce the outstanding principal balance, resulting in total prepayments of $0.9 million for the year ended December 31, 2017. Beginning in October 2017, the Lenders agreed to eliminate this requirement for future customer prepayments.

Equity Issuance Commitment. In October 2016, the Credit Facility was amended to require the Company to complete additional equity issuances (“New Equity”) for aggregate net proceeds of at least $35.0 million by May 2017, with 50% of such net proceeds utilized to repay outstanding borrowings and make-whole applicable premium to the Lenders. In May 2017, the Lenders agreed to amend the Credit Facility to extend the date to complete the New Equity until November 2018. In connection with the May amendment, the Company incurred an amendment fee equal to 1.0% of the $125.0 million commitment under the Credit Facility and agreed to pay certain “target date” fees as a penalty if the consummation of the Merger Agreement discussed in Note 3 occurred after August 31, 2017. The Merger Agreement closed on October 10, 2017, which resulted in two penalty fees of 1.0% of the $125.0 million commitment. In October 2017, the Lenders permanently waived the requirement to pay one of the two penalty fees resulting in a net penalty fee of $1.25 million. The net trigger date penalty and the amendment fee in the aggregate amount of $2.5 million were due upon the earlier of (i) April 16, 2019 and (ii) such time that the Company raised at least $100.0 million of equity financing proceeds.

Termination of the Credit Facility. In connection with the closing on July 19, 2018 of the Private Placement discussed in Note 6, the Company used substantially all of the $133.0 million of gross proceeds from the Private Placement (together with cash-on-hand) to repay all outstanding indebtedness and fees under the Credit Facility, and the Credit Facility was terminated. The aggregate cash payments to terminate the Credit Facility amounted to $132.8 million and consisted of the following (in thousands):



Contractual principal and exit fees:
Principal balance	$	102,576
Mandatory trigger event exit fees	13,624
Mandatory consulting	2,000
Subtotal	118,200
Make-whole applicable premium	7,307
Amendment fees and related liabilities	6,250
Accrued interest and fees payable	1,073
Total cash termination payments	$	132,830

Funded Credit Facility Activity for 2018. Presented below is a summary of activity related to the funded debt, including allocated DIC, for the year ended December 31, 2018 (in thousands):



								Contractual Liability Payments												DDIC Write-off
	December 31, 2017			PIK Accrual		Liability Adjustments		Scheduled			Prepayments			Pay-off			Accretion Expense			Prepayments			Pay-off			December 31, 2018
Contractual liabilities:
Principal balance	$	125,872		$	1,886	$	—	$	(7,250	)	$	(17,932	)	$	(102,576	)	$	—		$	—		$	—		$	—
Mandatory trigger event exit fees	9,672			—		3,952		—			—			(13,624		)	—			—			—			—
Mandatory consulting fees	4,000			—		—		(2,000		)	—			(2,000		)	—			—			—			—
Total contractual liabilities	139,544			1,886		3,952		(9,250		)	(17,932		)	(118,200		)	—			—			—			—
DDIC:
Original issue discount	1,816			—		—		—			—			—			—			(234		)	(1,582		)	—
Origination fee	4,538			—		—		—			—			—			—			(586		)	(3,952		)	—
Amendment fee	11,521			—		—		—			—			—			—			(1,487		)	(10,034		)	—
Fair value of warrants	6,424			—		—		—			—			—			—			(829		)	(5,595		)	—
Consulting fees to lenders	6,519			—		—		—			—			—			—			(841		)	(5,678		)	—
Mandatory trigger event exit fees	55,200			—		3,952		—			—			—			—			(7,314		)	(51,838		)	—
Other issuance costs	3,600			—		—		—			—			—			—			(465		)	(3,135		)	—
Total DDIC	89,618			—		3,952		—			—			—			—			(11,756		)	(81,814		)	—
Cumulative accretion	(30,128		)	—		—		—			—			—			(11,670		)	4,587			37,211			—
Net discount	59,490			—		3,952		—			—			—			(11,670		)	(7,169		)	(44,603		)	—
Net carrying value	$	80,054		$	1,886	$	—	$	(9,250	)	$	(17,932	)	$	(118,200	)	$	11,670		$	7,169		$	44,603		$	—

Funded Credit Facility Activity for 2017. Presented below is a summary of activity related to the funded debt, including allocated DDIC, for the year ended December 31, 2017 (in thousands):



	December 31, 2016			PIK Accrual		Liability Adjustments		Contractual Liability Payments									Amendment Costs		Accretion Expense			DDIC			December 31, 2017
	December 31, 2016			PIK Accrual		Liability Adjustments		Scheduled			Prepayments			Transfers ⁽¹⁾			Amendment Costs		Accretion Expense			Write-off			December 31, 2017
Contractual liabilities:
Principal balance	$	107,900		$	2,966	$	—	$	(13,500	)	$	(21,494	)	$	50,000		$	—	$	—		$	—		$	125,872
Mandatory trigger event exit fees	55,258			—		9,414		—			(5,000		)	(50,000		)	—		—			—			9,672
Mandatory consulting fees	6,000			—		—		(2,000		)	—			—			—		—			—			4,000
Total contractual liabilities	169,158			2,966		9,414		(15,500		)	(26,494		)	—			—		—			—			139,544
DDIC:
Original issue discount	2,150			—		—		—			—			—			—		—			(334		)	1,816
Origination fee	5,375			—		—		—			—			—			—		—			(837		)	4,538
Amendment fee	8,600			—		—		—			—			—			4,300		—			(1,379		)	11,521
Fair value of warrants	7,608			—		—		—			—			—			—		—			(1,184		)	6,424
Consulting fees to lenders	7,720			—		—		—			—			—			—		—			(1,201		)	6,519
Mandatory trigger event exit fees	55,258			—		9,414		—			—			—			—		—			(9,472		)	55,200
Other issuance costs	3,823			—		—		—			—			—			385		—			(608		)	3,600
Total DDIC	90,534			—		9,414		—			—			—			4,685		—			(15,015		)	89,618
Cumulative accretion	(9,440		)	—		—		—			—			—			—		(23,632		)	2,944			(30,128		)
Net discount	81,094			—