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    E2open Announces Fiscal 2024 Third Quarter Financial Results

    1/9/24 4:15:00 PM ET
    $ETWO
    EDP Services
    Technology
    Get the next $ETWO alert in real time by email

    GAAP subscription revenue of $132.8 million at the high end of Q3 guidance

    E2open Parent Holdings, Inc. (NYSE:ETWO) ("e2open" or the "Company"), the connected supply chain SaaS platform with the largest multi-enterprise network, today announced financial results for its fiscal third quarter ended November 30, 2023.

    "In my first three months leading e2open, I have seen first-hand the unique capabilities of our product offering and the significant value that our solutions are delivering for some of the world's largest and best-known companies," said Andrew Appel, e2open's interim chief executive officer. "Although our revenue growth has been below our potential, we are intently focused on returning to sustainable growth by implementing specific action plans to improve sales execution, deepen client engagement, and deliver flawless implementations. While this change process will take several quarters to materially impact our top line, our teams are excited by the client-centric approach, the early signs of progress we saw during the fiscal third quarter, and the tremendous opportunity we have in front of us to create value for our clients and shareholders."

    "In the third fiscal quarter, e2open delivered subscription revenue near the high end of our guidance and maintained strong adjusted EBITDA margins," said Marje Armstrong, chief financial officer of e2open. "We exited the quarter with better sales execution in both subscription and professional services as evidenced by large deal closings with major new and existing clients across a range of industry sectors. Although we still have work to do to transform our go-to-market and client engagement model, and conditions in some end-markets remain uncertain, our improved third quarter execution gives us confidence in the steps we are taking to re-accelerate e2open's growth."

    Fiscal Third Quarter 2024 Financial Highlights

    • Revenue
      • GAAP subscription revenue for the third quarter of 2024 was $132.8 million, a decrease of 1.5% from the year-ago comparable period and 84.3% of total revenue. Subscription revenue decreased 2.2% on a constant currency basis.
      • Total GAAP revenue for the third quarter of 2024 was $157.5 million, a decrease of 4.5% from the year-ago comparable period. Total revenue decreased 5.2% on a constant currency basis.
    • GAAP gross profit for the third quarter of 2024 was $78.6 million, a decrease of 6.6% from the year-ago comparable period. Non-GAAP gross profit was $109.7 million, down 3.4% and 4.0% on a constant currency basis.
    • GAAP gross margin for the third quarter of 2024 was 49.9% compared to 51.0% from the year-ago comparable period. Non-GAAP gross margin was 69.6% on an organic basis and 69.7% on a constant currency basis compared to 68.9% from the comparable year-ago period.
    • GAAP Net loss for the third quarter of 2024 was $740.0 million compared to a net income of $5.5 million from the year-ago comparable period. Adjusted EBITDA for the third quarter of 2024 was $55.4 million, a decrease of 1.4% and 1.5% on a constant currency basis from the year-ago comparable period. Adjusted EBITDA margin was 35.1% and 35.4% on a constant currency basis versus 34.1% from the comparable year-ago period.
    • GAAP EPS for the third quarter of 2024 was a loss of $2.20. Adjusted EPS for the third quarter of 2024 was $0.04.
    • Cash flow
      • GAAP operating cash flow on a year-to-date basis was $56.7 million compared to $43.2 million from the year-ago comparable period, inclusive of non-recurring expenses.
      • Adjusted operating cash flow on a year-to-date basis, exclusive of non-recurring expenses, was $79.0 million, which represents 47.8% of year-to-date adjusted EBITDA.

    Recent Business Highlights

    • Selected by Scan Global Logistics (SGL) to optimize the global freight forwarder's operations across multiple modes of transportation and an expansive geography in what the client called "the single largest and most important IT project in SGL's history." The multi-year agreement helps SGL reduce freight and operational costs, increase transportation efficiency, and enhance its end-user and customer experience.
    • Closed new logo business including one of the world's largest commercial vehicle manufacturers that selected e2open's global screening solution to reduce compliance risk for over 2.5 million partners; and an international designer and manufacturer of sustainable plastic packaging that chose e2open's Transportation Management and Logistics as a Service to optimize its logistics operations and realize transportation cost savings.
    • Implemented a large project with NORTERA, a leading North American food manufacturer of canned and frozen fruits and vegetables. With e2open's Transportation Management, positioned as a Leader by Gartner, NORTERA gains network visibility, automated invoicing processes, and world-class transportation execution and reporting to increase efficiency, reduce freight costs, and improve service levels.
    • Expanded business with existing major clients across a variety of industry sectors. These large cross-sell wins included a Fortune 500 multinational conglomerate that has been an e2open client since 2015, and a leading provider of enterprise software, each of which selected e2open for its proven ability to deliver a comprehensive and scalable Channel Data Management solution for complex partner ecosystems.
    • Implemented a new project with existing client Vertiv, a global leader in critical digital infrastructure technologies. The project brought synergies around reusing the common master data and established a single feed across all applications, an example of e2open's connected supply chain capabilities. This implementation has contributed to lower partner management costs and a better user experience for Vertiv.
    • Presented annual client awards at Connect 2023 conference, recognizing customers who have achieved remarkable results in supply chain and channel innovation utilizing e2open solutions. Award winners were Vertiv, QSC, Tapestry, Inc., Ball Corporation, and High Liner Foods.

    Financial Outlook for Fiscal Year 2024

    As of January 9, 2024, e2open is updating full year 2024 guidance previously provided on October 10, 2023, and providing fourth quarter 2024 guidance as follows:

    Fiscal 2024 Subscription GAAP Revenue

    • GAAP subscription revenue for fiscal 2024 is expected to be in the range of $533 million to $536 million (versus prior guidance of $530 million to $538 million), reflecting a 0.3% organic growth rate at the mid-point.

    Fiscal 2024 Total GAAP Revenue

    • Total GAAP revenue for fiscal 2024 is expected to be in the range of $628 million to $633 million (versus prior guidance of $625 million to $635 million), reflecting a 3.3% year-over-year decrease at the mid-point.

    Fiscal Fourth Quarter 2024 GAAP Subscription Revenue

    • GAAP subscription revenue for the fiscal fourth quarter of 2024 is expected to be in the range of $131 million to $134 million, reflecting a 3.2% year-over-year decrease at the mid-point.

    Fiscal 2024 Non-GAAP Gross Profit Margin

    • Non-GAAP gross profit margin for fiscal 2024 is still expected to be in the range of 68% to 70%.

    Fiscal 2024 Adjusted EBITDA

    • Adjusted EBITDA for fiscal 2024 is still expected to be in the range of $215 million to $220 million, reflecting an implied adjusted EBITDA margin in the range of 34% to 35%.

    NOTE: E2open is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures for non-GAAP gross profit margin or adjusted EBITDA without unreasonable effort, and therefore no reconciliation of certain forward-looking non-GAAP financial measures for non-GAAP gross profit margin or adjusted EBITDA is included.

    Quarterly Conference Call

    E2open will host a conference call today at 5:00 p.m. ET to review fiscal third quarter 2024 financial results, in addition to discussing the Company's outlook for the full fiscal year 2024. To access this call, dial 888-506-0062 (domestic) or 973-528-0011 (international). The conference ID is 740053. A live webcast of the conference call will be accessible in the "Investor Relations" section of e2open's website at www.e2open.com. A replay of this conference call can also be accessed through January 23, 2024, at 877-481-4010 (domestic) or 919-882-2331 (international). The replay passcode is 49575. An archived webcast of this conference call will also be available after the completion of the call in the "Investor Relations" section of the Company's website at www.e2open.com.

    About e2open

    E2open is the connected supply chain software platform that enables the world's largest companies to transform the way they make, move, and sell goods and services. With the broadest cloud-native global platform purpose-built for modern supply chains, e2open connects more than 480,000 manufacturing, logistics, channel, and distribution partners as one multi-enterprise network tracking over 15 billion transactions annually. Our SaaS platform anticipates disruptions and opportunities to help companies improve efficiency, reduce waste, and operate sustainably. Moving as one.™ Learn More: www.e2open.com.

    E2open and "Moving as one." are the registered trademarks of E2open, LLC. All other trademarks, registered trademarks and service marks are the property of their respective owners.

    Non-GAAP Financial Measures

    This press release includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP") including non-GAAP revenue, non-GAAP subscription revenue, non-GAAP professional services and other revenue, adjusted EBITDA, adjusted EBITDA margin, non-GAAP gross profit, non-GAAP net income, non-GAAP gross margin, adjusted free cash flow and adjusted earnings per share. These non-GAAP financial measures are not a measure of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity, or performance under GAAP. You should be aware that the Company's presentation of these measures may not be comparable to similarly titled measures used by other companies.

    The Company believes this non-GAAP measure of financial results provides useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in comparing the Company's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures.

    Safe Harbor Statement

    Certain statements in this press release are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company's future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about the Company's expectations, beliefs, plans, objectives, assumptions, future events or future performance contained in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential," "outlook," "guidance" or the negative of those terms or other comparable terminology.

    Please see the Company's documents filed or to be filed with the Securities and Exchange Commission, including the annual report filed on Form 10-K, and any amendments thereto for a discussion of certain important risk factors that relate to forward-looking statements contained in this press release. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company's control. These and other important factors may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

    E2OPEN PARENT HOLDINGS, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

    (Unaudited)

     

    Three Months Ended November 30,

    (In thousands, except per share amounts)

     

    2023

     

     

    2022

     

    Revenue

    Subscriptions

    $

    132,800

     

    $

    134,884

     

    Professional services and other

     

    24,697

     

     

    30,009

     

    Total revenue

     

    157,497

     

     

    164,893

     

    Cost of Revenue

    Subscriptions

     

    36,689

     

     

    35,931

     

    Professional services and other

     

    17,642

     

     

    20,417

     

    Amortization of acquired intangible assets

     

    24,590

     

     

    24,402

     

    Total cost of revenue

     

    78,921

     

     

    80,750

     

    Gross Profit

     

    78,576

     

     

    84,143

     

    Operating Expenses

    Research and development

     

    24,937

     

     

    24,939

     

    Sales and marketing

     

    22,583

     

     

    20,448

     

    General and administrative

     

    24,739

     

     

    23,073

     

    Acquisition-related expenses

     

    9

     

     

    1,969

     

    Amortization of acquired intangible assets

     

    20,014

     

     

    19,965

     

    Goodwill impairment

     

    687,700

     

     

    —

     

    Intangible asset impairment

     

    30,000

     

     

    —

     

    Total operating expenses

     

    809,982

     

     

    90,394

     

    Loss from operations

     

    (731,406

    )

     

    (6,251

    )

    Other income (expense)

    Interest and other expense, net

     

    (24,643

    )

     

    (21,270

    )

    Gain from change in tax receivable agreement liability

     

    2,888

     

     

    2,697

     

    Gain from change in fair value of warrant liability

     

    2,617

     

     

    16,150

     

    Gain from change in fair value of contingent consideration

     

    5,100

     

     

    6,300

     

    Total other (expense) income

     

    (14,038

    )

     

    3,877

     

    Loss before income tax provision

     

    (745,444

    )

     

    (2,374

    )

    Income tax benefit

     

    5,413

     

     

    7,877

     

    Net (loss) income

     

    (740,031

    )

     

    5,503

     

    Less: Net (loss) income attributable to noncontrolling interest

     

    (72,475

    )

     

    698

     

    Net (loss) income attributable to E2open Parent Holdings, Inc.

    $

    (667,556

    )

    $

    4,805

     

     

    Weighted-average common shares outstanding:

    Basic

     

    303,848

     

     

    302,201

     

    Diluted

     

    303,848

     

     

    302,359

     

    Net (loss) income attributable to E2open Parent Holdings, Inc. common shareholders per share:

    Basic

    $

    (2.20

    )

    $

    0.02

     

    Diluted

    $

    (2.20

    )

    $

    0.02

     

    E2OPEN PARENT HOLDINGS, INC.

    CONDENSED CONSOLIDATED BALANCE SHEETS

    (Unaudited)

     

    (In thousands)

    November 30, 2023

    February 28, 2023

    Assets

    Cash and cash equivalents

    $

    110,279

     

    $

    93,032

     

    Restricted cash

     

    19,659

     

     

    11,310

     

    Accounts receivable, net

     

    127,330

     

     

    174,809

     

    Prepaid expenses and other current assets

     

    30,483

     

     

    25,200

     

    Total current assets

     

    287,751

     

     

    304,351

     

    Goodwill

     

    1,846,263

     

     

    2,927,807

     

    Intangible assets, net

     

    886,315

     

     

    1,051,124

     

    Property and equipment, net

     

    70,024

     

     

    72,476

     

    Operating lease right-of-use assets

     

    21,580

     

     

    18,758

     

    Other noncurrent assets

     

    28,559

     

     

    25,659

     

    Total assets

    $

    3,140,492

     

    $

    4,400,175

     

    Liabilities and Stockholders' Equity

    Accounts payable and accrued liabilities

    $

    83,196

     

    $

    97,491

     

    Channel client deposits payable

     

    19,659

     

     

    11,310

     

    Deferred revenue

     

    176,253

     

     

    203,824

     

    Current portion of notes payable

     

    11,122

     

     

    11,144

     

    Current portion of operating lease obligations

     

    7,317

     

     

    7,622

     

    Current portion of financing lease obligations

     

    1,120

     

     

    2,582

     

    Income taxes payable

     

    1,721

     

     

    2,190

     

    Total current liabilities

     

    300,388

     

     

    336,163

     

    Long-term deferred revenue

     

    2,833

     

     

    2,507

     

    Operating lease obligations

     

    17,959

     

     

    15,379

     

    Financing lease obligations

     

    3,188

     

     

    1,049

     

    Notes payable

     

    1,038,908

     

     

    1,043,636

     

    Tax receivable agreement liability

     

    59,663

     

     

    69,745

     

    Warrant liability

     

    10,830

     

     

    29,616

     

    Contingent consideration

     

    14,188

     

     

    29,548

     

    Deferred taxes

     

    66,038

     

     

    144,529

     

    Other noncurrent liabilities

     

    721

     

     

    1,083

     

    Total liabilities

     

    1,514,716

     

     

    1,673,255

     

    Commitments and Contingencies

    Stockholders' Equity

    Class A common stock

     

    30

     

     

    30

     

    Class V common stock

     

    —

     

     

    —

     

    Series B-1 common stock

     

    —

     

     

    —

     

    Series B-2 common stock

     

    —

     

     

    —

     

    Additional paid-in capital

     

    3,395,158

     

     

    3,378,633

     

    Accumulated other comprehensive loss

     

    (45,892

    )

     

    (68,603

    )

    Accumulated deficit

     

    (1,831,502

    )

     

    (803,679

    )

    Treasury stock, at cost

     

    (2,473

    )

     

    (2,473

    )

    Total E2open Parent Holdings, Inc. equity

     

    1,515,321

     

     

    2,503,908

     

    Noncontrolling interest

     

    110,455

     

     

    223,012

     

    Total stockholders' equity

     

    1,625,776

     

     

    2,726,920

    Total liabilities and stockholders' equity

    $

    3,140,492

     

    $

    4,400,175

    E2OPEN PARENT HOLDINGS, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

    (Unaudited)

     

    Nine Months Ended November 30,

    (In thousands)

    2023

     

    2022

    Cash flows from operating activities

    Net loss

    $

    (1,139,544

    )

    $

    (416,703

    )

    Adjustments to reconcile net loss to net cash from operating activities:

    Depreciation and amortization

     

    160,758

     

     

    159,831

     

    Amortization of deferred commissions

     

    4,452

     

     

    2,878

     

    Provision for credit losses

     

    2,657

     

     

    315

     

    Amortization of debt issuance costs

     

    3,961

     

     

    3,783

     

    Amortization of operating lease right-of-use assets

     

    5,454

     

     

    5,813

     

    Share-based compensation

     

    18,728

     

     

    13,139

     

    Deferred income taxes

     

    (79,791

    )

     

    (143,012

    )

    Right-of-use assets impairment charge

     

    619

     

     

    4,137

     

    Goodwill impairment charge

     

    1,097,741

     

     

    514,816

     

    Indefinite-lived intangible asset impairment charge

     

    34,000

     

     

    —

     

    Gain from change in tax receivable agreement liability

     

    (8,355

    )

     

    (9,089

    )

    Gain from change in fair value of warrant liability

     

    (18,786

    )

     

    (36,764

    )

    Gain from change in fair value of contingent consideration

     

    (15,360

    )

     

    (17,760

    )

    Gain on operating lease termination

     

    (187

    )

     

    —

     

    (Gain) loss on disposal of property and equipment

     

    (16

    )

     

    537

     

    Changes in operating assets and liabilities:

    Accounts receivable

     

    44,822

     

     

    10,876

     

    Prepaid expenses and other current assets

     

    (3,972

    )

     

    4,311

     

    Other noncurrent assets

     

    (7,351

    )

     

    (4,094

    )

    Accounts payable and accrued liabilities

     

    (16,712

    )

     

    (12,946

    )

    Channel client deposits payable

     

    8,349

     

     

    (5,943

    )

    Deferred revenue

     

    (27,244

    )

     

    (26,899

    )

    Changes in other liabilities

     

    (7,568

    )

     

    (4,075

    )

    Net cash provided by operating activities

     

    56,655

     

     

    43,151

     

    Cash flows from investing activities

    Payments for acquisitions - net of cash acquired

     

    —

     

     

    (179,243

    )

    Capital expenditures

     

    (22,301

    )

     

    (40,473

    )

    Minority investment in private firm

     

    —

     

     

    (3,000

    )

    Net cash used in investing activities

     

    (22,301

    )

     

    (222,716

    )

    Cash flows from financing activities

    Proceeds from indebtedness

     

    —

     

     

    215,000

     

    Repayments of indebtedness

     

    (8,366

    )

     

    (103,174

    )

    Repayments of financing lease obligations

     

    (2,432

    )

     

    (2,312

    )

    Repurchase of common units

     

    —

     

     

    (1,397

    )

    Payments of debt issuance costs

     

    —

     

     

    (4,766

    )

    Net cash (used in) provided by financing activities

     

    (10,798

    )

     

    103,351

     

    Effect of exchange rate changes on cash and cash equivalents

     

    2,040

     

     

    478

     

    Net increase (decrease) in cash, cash equivalents and restricted cash

     

    25,596

     

     

    (75,736

    )

    Cash, cash equivalents and restricted cash at beginning of period

     

    104,342

     

     

    174,554

     

    Cash, cash equivalents and restricted cash at end of period

    $

    129,938

     

    $

    98,818

     

    E2OPEN PARENT HOLDINGS, INC.

    RECONCILIATION OF PRO FORMA INFORMATION

    TABLE I

    Fiscal Third Quarter 2024

    (in millions)

    Q3

    Q3

    $ Var

    % Var

    FY2024

    FY2023

    PRO FORMA REVENUE RECONCILIATION

     

     

     

     

    Total GAAP Revenue

    157.5

    164.9

    (7.4)

    (4.5%)

    Constant currency FX impact (1)

    (1.1)

    -

    (1.1)

    n/m

    Total non-GAAP revenue (constant currency basis) (2)

    $156.4

    $164.9

    ($8.5)

    (5.2%)

     

     

     

     

    GAAP Subscription Revenue

    132.8

    134.9

    (2.1)

    (1.5%)

    Constant currency FX impact (1)

    (0.8)

    -

    (0.8)

    n/m

    Non-GAAP subscription revenue (constant currency basis) (2)

    $132.0

    $134.9

    ($2.9)

    (2.2%)

     

     

     

     

    GAAP Professional Services and other revenue

    24.7

    30.0

    (5.3)

    (17.7%)

    Constant currency FX impact (1)

    (0.3)

    -

    (0.3)

    n/m

    Non-GAAP professional services and other revenue (constant currency basis) (2)

    $24.4

    $30.0

    ($5.6)

    (18.6%)

     

     

     

     

    PRO FORMA GROSS PROFIT RECONCILIATION

     

     

     

     

    GAAP Gross profit

    78.6

    84.1

    (5.6)

    (6.6%)

    Depreciation and amortization

    28.7

    28.4

    0.3

    1.0%

    Share-based compensation (3)

    1.3

    0.5

    0.8

    142.6%

    Non-recurring/non-operating costs (4)

    1.1

    0.5

    0.6

    115.7%

    Non-GAAP gross profit

    $109.7

    $113.6

    ($3.9)

    (3.4%)

    Non-GAAP Gross Margin %

    69.6%

    68.9%

     

     

    Constant currency FX impact (1)

    (0.6)

    -

    (0.6)

    n/m

    Total non-GAAP gross profit (constant currency basis) (2)

    $109.1

    $113.6

    ($4.5)

    (4.0%)

    Non-GAAP Gross Margin % (constant currency basis) (2)

    69.7%

    68.9%

     

     

     

     

     

     

    PRO FORMA ADJUSTED EBITDA RECONCILIATION

     

     

     

     

    Net income (loss)

    (740.0)

    5.5

    (745.5)

    n/m

    Interest expense, net

    24.9

    19.5

    5.4

    27.8%

    Income tax benefit

    (5.4)

    (7.9)

    2.5

    (31.3%)

    Depreciation and amortization

    53.6

    52.5

    1.1

    2.2%

    EBITDA

    ($666.9)

    $69.6

    ($736.5)

    n/m

    Share-based compensation (3)

    6.8

    4.8

    2.0

    42.5%

    Non-recurring/non-operating costs (4)

    8.3

    3.2

    5.1

    158.6%

    Acquisition-related adjustments (5)

    0.0

    2.0

    (2.0)

    (99.5%)

    Change in tax receivable agreement liability (6)

    (2.9)

    (2.7)

    (0.2)

    7.0%

    Change in fair value of warrant liability (7)

    (2.6)

    (16.2)

    13.5

    (83.8%)

    Change in fair value of contingent consideration (8)

    (5.1)

    (6.3)

    1.2

    (19.0%)

    Goodwill impairment

    687.7

    0.0

    687.7

    n/m

    Right-of-use assets & Intangible impairment charge

    30.1

    1.8

    28.3

    1,608.5%

    Adjusted EBITDA

    $55.4

    $56.2

    ($0.8)

    (1.4%)

    Adjusted EBITDA Margin %

    35.1%

    34.1%

     

     

    Constant currency FX impact (1)

    (0.0)

    -

    (0.0)

    n/m

    Total adjusted EBITDA (constant currency basis) (2)

    $55.3

    $56.2

    ($0.8)

    (1.5%)

    Adjusted EBITDA Margin % (constant currency basis) (2)

    35.4%

    34.1%

     

     

    (1) Constant Currency refers to pro-forma amounts excluding the impact of translating foreign currencies into U.S. dollars. To calculate foreign currency translation on a constant currency basis, operating results for the current year period for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the exchange rates in effect during the comparable period of the prior year (rather than the actual exchange rates in effect during the current year period)

    (2) Constant Currency refers to pro forma amounts excluding translation and transactional impacts from foreign currency exchange rates.

    (3) Reflects non-cash, long-term share-based compensation expense.

    (4) Primarily includes other non-recurring expenses such as systems integrations and consulting, advisory fees and certain severance costs.

    (5) Primarily includes advisory, consulting, accounting and legal expenses incurred in connection with mergers and acquisitions activity, including related valuation, negotiation and integration costs and capital-raising activities for costs related to the BluJay and Logistyx acquisitions.

    (6) Represents the expense related to the change in the fair value of the tax receivable agreement liability, including interest.

    (7) Represents the fair value adjustment at each balance sheet date of the warrant liability related to the public, private placement, and forward purchase warrants.

    (8) Represents the fair value adjustment at each balance sheet date of the contingent consideration liability related to the restricted Series B-2 common stock and Series 2 RCUs.

    E2OPEN PARENT HOLDINGS, INC.

    RECONCILIATION OF NON-GAAP EXPENSES

    TABLE II

    Fiscal Third Quarter 2024

     

     

     

     

     

     

     

    (in millions)

    GAAP

    Non-recurring(1)

    Impairment

    Charges(2)

    Depreciation & Amortization

    Share-Based Compensation

    Non-GAAP (Adjusted)

    % of Revenue

    COST OF GOODS

     

     

     

     

     

     

     

    Subscriptions

    36.7

    (0.3)

    -

    (3.9)

    (0.7)

    31.7

    23.9%

    Professional services and other

    17.6

    (0.8)

    -

    (0.2)

    (0.6)

    16.1

    65.3%

    Amortization of intangibles

    24.6

    -

    -

    (24.6)

    -

    -

     

    Total cost of revenue

    $78.9

    ($1.1)

    -

    ($28.7)

    ($1.3)

    $47.8

    30.4%

     

     

     

     

     

     

     

     

    Gross Profit

    $78.6

    $1.1

    -

    $28.7

    $1.3

    $109.7

    69.6%

     

     

     

     

     

     

     

     

    OPERATING COSTS

     

     

     

     

     

     

     

    Research & development

    24.9

    (0.3)

    -

    (4.2)

    (1.7)

    18.8

    11.9%

    Sales & marketing

    22.6

    (0.3)

    -

    (0.3)

    (1.6)

    20.4

    12.9%

    General & administrative

    24.7

    (6.8)

    (0.1)

    (0.4)

    (2.3)

    15.1

    9.6%

    Acquisition related expenses

    0.0

    (0.0)

    -

    -

    -

    -

     

    Amortization of intangibles

    20.0

    -

    -

    (20.0)

    -

    -

     

    Intangible impairment

    30.0

    -

    (30.0)

    -

    -

    -

     

    Goodwill impairment

    687.7

    -

    (687.7)

    -

    -

    -

     

    Total operating expenses

    $810.0

    ($7.5)

    ($717.8)

    ($24.9)

    ($5.5)

    $54.3

    34.5%

    (1) Primarily includes other non-recurring expenses such as systems integrations and consulting, advisory fees, and certain severance costs.

    (2) The company recognized a right-of-use asset impairment charge of $0.1M in G&A, Intangible impairment of $30.0M and $687.7M Goodwill impairment in Q3 FY24.

    E2OPEN PARENT HOLDINGS, INC.

    RECONCILIATION OF ADJUSTED EARNINGS PER SHARE

    TABLE III

    Fiscal Third Quarter 2024

     

    (in millions, except per share amounts)

    Q3 24

    GAAP Net loss

    (740.0)

    Interest expense, net

    24.9

    Income taxes benefit

    (5.4)

    Depreciation & amortization

    53.6

    EBITDA

    ($666.9)

    Share-based compensation

    6.8

    Non-recurring/non-operating costs

    8.3

    Acquisition-related adjustments

    0.0

    Change in tax receivable agreement liability

    (2.9)

    Change in fair value of warrant liability

    (2.6)

    Change in fair value of contingent consideration

    (5.1)

    Goodwill impairment

    687.7

    Right-of-use assets & Intangible impairment charge

    30.1

    Adjusted EBITDA

    $55.4

    Depreciation

    (9.0)

    Interest and other expense, net

    (24.9)

    Adjusted EBIT

    $21.4

    Normalized income taxes (1)

    (5.1)

    Adjusted Net Income

    $16.3

    Adjusted basic shares outstanding

    388.0

    Adjusted earnings per share

    $0.04

     

    (1) Income taxes calculated using 24% effective rate.

    E2OPEN PARENT HOLDINGS, INC.

    ADJUSTED FREE CASH FLOW

    TABLE IV

     

    Fiscal Third Quarter 2024

    (in millions)

    Q1 24

    Q2 24

    Q3 24

    Q3 YTD

    GAAP operating cash flow

    36.5

    14.8

    5.4

    56.7

     

     

     

     

    Add: Non-recurring cash payments (1)

    3.4

    1.9

    25.5

    30.7

    Add: Change in channel client deposits payable (2)

    (2.5)

    (8.9)

    3.1

    (8.3)

    Adjusted operating cash flow

    $37.3

    $7.7

    $34.0

    $79.0

     

     

     

     

    Capital expenditures

    (6.6)

    (9.5)

    (6.2)

    (22.3)

    Adjusted free cash flow

    $30.8

    ($1.8)

    $27.7

    $56.7

    (1) Primarily includes cash payment of a $17.8 million legal settlement for the previously disclosed unfavorable arbitration ruling related to a 2014 contract between Kewill (a predecessor of BluJay), as well as other non-recurring costs.

    (2) Channel Client Deposits Payable represents client deposits for the incentive payment program associated with the Company's channel shaping application. The Company offers services to administer incentive payments to partners on behalf of the Company's clients. The Company's clients deposit these funds into a restricted cash account with an offset included as a liability in incentive program payable in the Consolidated Balance Sheets

    E2OPEN PARENT HOLDINGS, INC.

    CONSOLIDATED CAPITAL

    TABLE V

    Fiscal Third Quarter 2024

     

    Description

    Shares (000's)

    Notes

    Shares outstanding as of November 30, 2023

    304,388

     

    Shares outstanding

    Common Units

    32,723

    Units issued in the Business Combination that have not been converted from common units to Class A common stock (Common units are represented by Class V shares).

    Series B-2 Shares (unvested)

    3,372

     

    Represents the right to acquire shares of Class A common stock when the 20-day VWAP reaches $15.00 per share.

    Restricted Common Units Series 2 (unvested)

    2,628

    Represents the right in E2open Holdings, LLC that converts into common units when the 20-day VWAP reaches $15.00. Upon conversion to common units, the holders can elect to convert the common units to Class A common stock.

    Adjusted Basic Shares

    343,111

     

     

     

    Warrants

    29,080

     

    Outstanding warrants with an exercise price of $11.50.

    Options (vested/unreleased and unvested)

    2,116

    Options issued to management under the long-term incentive plan.

    Restricted Shares (vested/unreleased and unvested)

    13,702

     

    Restricted shares issued to employees, management and directors under the long-term incentive plan.

    Fully Converted Shares

    388,009

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20240109204369/en/

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