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    E2open Announces Fiscal 2025 First Quarter Financial Results

    7/10/24 4:15:00 PM ET
    $ETWO
    EDP Services
    Technology
    Get the next $ETWO alert in real time by email

    GAAP subscription revenue of $131.4 million within Q1 FY25 guidance range

    Strong cash flow generation in Q1 FY25

    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 first quarter ended May 31, 2024.

    "During the fiscal first quarter, e2open continued to make progress on our multi-quarter plan to return to strong, sustainable organic growth," said Andrew Appel, e2open chief executive officer. "We have successfully put in place a disciplined operational cadence and a client-centric mindset designed to restore retention to our normal historical levels. Due to our proactive approach, we are on track for material improvements in retention metrics through the end of FY25. We are prioritizing and investing in e2open's most important asset – our client relationships – and in Q1, this enabled us to improve client satisfaction and secure long-term contract extensions to support future growth. We closed important new subscription business in Q1, and although we experienced some temporary deal closure delays, we have already closed a number of those delayed deals in June. We remain confident in our strong market position and are moving forward aggressively with our client-focused growth re-acceleration plan."

    "In Q1 FY25, e2open delivered subscription revenue at the mid-point of our guidance," said Marje Armstrong, chief financial officer of e2open. "Adjusted EBITDA margins remained strong and our Q1 cash generation was very robust. Our sound underlying business fundamentals provide important support for the changes we are making to improve client retention, sales execution, and implementation excellence. Gaining traction with these changes, we remain well positioned to build booking and revenue momentum as we move through the fiscal year."

    Armstrong also noted continued engagement in the strategic review that e2open announced in March, anticipating its completion in the near future. "We look forward to being able to share the outcome of the review with our customers, employees, and shareholders as soon as appropriate."

    Fiscal First Quarter 2025 Financial Highlights

    • Revenue
      • GAAP subscription revenue for the first quarter of 2025 was $131.4 million, a decrease of 2.6% from the year-ago comparable period and 86.9% of total revenue.
      • Total GAAP revenue for the first quarter of 2025 was $151.2 million, a decrease of 5.6% from the year-ago comparable period.
    • GAAP gross profit for the first quarter of 2025 was $72.7 million, a decrease of 8.5% from the year-ago comparable period. Non-GAAP gross profit was $102.6 million, down 7.1%.
    • GAAP gross margin for the first quarter of 2025 was 48.1% compared to 49.6% from the year-ago comparable period. Non-GAAP gross margin was 67.8% compared to 69.0% from the comparable year-ago period.
    • GAAP Net loss for the first quarter of 2025 was $42.8 million compared to $360.9 million from the year-ago comparable period. Adjusted EBITDA for the first quarter of 2025 was $50.7 million, a decrease of 5.7% from the year-ago comparable period. Adjusted EBITDA margin was 33.6% consistent with the comparable year-ago period.
    • GAAP EPS for the first quarter of 2025 was a loss of $0.13. Adjusted EPS for the first quarter of 2025 was $0.04.

    Recent Business Highlights

    • Selected by one of the world's largest retailers in a new logo win for e2open, to provide a global trade program with customs filing and trade automation solutions in multiple countries to support their business priorities.
    • Expanded business with several major clients including a large, multi-year renewal with a global technology manufacturer, and a top multinational manufacturer in the automotive industry that selected e2open's Supplier Network Discovery solution to address regulatory compliance and supply assurance risk.
    • Launched Supply Network Discovery, a new solution that helps clients meet regulatory compliance requirements and strengthen their supply assurance with capabilities to discover, map, trace, and assess multiple tiers of suppliers. The e2open Supply Network Discovery application and its supply collaboration platform help brand owners and their supply partners share the strategic information necessary to get components, raw materials, and products where they are needed most and avoid risk of disruptions.
    • Released quarterly product update 24.2, including the launch of Supply Network Discovery plus enhancements across the platform including: updates to customs filing capabilities supporting modernization initiatives for the US 21st Century Customs Framework (21CCF), the United Kingdom Customs Declaration System, Germany ATLAS, Netherlands AES, Italy NCTS and the EU's ICS2 Import Control System; sustainability calculation tools to support tariff due diligence and decision-making considerations to reduce carbon footprint; upgraded capabilities for shippers to view and take action on electronic bills of lading via e2open's ocean booking platform.
    • Recognized customers and partners at annual award program during international customer conference for supply chain innovations and transformations that accelerate their business outcomes, including: JLR for Connected Supply Chain; Sanofi for Supply Chain Innovator; RS Group for Supply Chain Visibility; Goikid Consulting for Connected Supply Chain Partner; and Shippeo for Supply Chain Alliance Partner.
    • Achieved interoperability certification on Catena-X, an open data ecosystem for the automotive industry to support multi-tier supplier collaboration. E2open is the first supply chain software provider to be certified outside of founding Catena-X members.

    Financial Outlook for Fiscal Year 2025

    As of July 10, 2024, e2open is reiterating full year 2025 guidance previously provided on April 29, 2024, and providing second quarter 2025 guidance as follows:

    Fiscal 2025 and Second Quarter GAAP Subscription Revenue

    • GAAP subscription revenue for fiscal 2025 is expected to be in the range of $532 million to $542 million, reflecting flat growth year over year at the mid-point.
    • GAAP subscription revenue for the fiscal second quarter of 2025 is expected to be in the range of $129 million to $132 million, reflecting a negative 3.1% organic growth rate at the mid-point.

    Fiscal 2025 Total GAAP Revenue

    • Total GAAP revenue for fiscal 2025 is expected to be in the range of $630 million to $645 million, reflecting a 0.5% organic growth rate at the mid-point.

    Fiscal 2025 Non-GAAP Gross Profit Margin

    • Non-GAAP gross profit margin for fiscal 2025 is expected to be in the range of 68% to 70%.

    Fiscal 2025 Adjusted EBITDA

    • Adjusted EBITDA for fiscal 2025 is expected to be in the range of $215 million to $225 million, reflecting an implied adjusted EBITDA margin in the range of 34% to 35%.

    Quarterly Conference Call

    E2open will host a conference call today at 5:00 p.m. ET to review fiscal first quarter 2025 financial results, in addition to discussing the Company's outlook for the full fiscal year 2025. To access this call, dial 888-506-0062 (domestic) or 973-528-0011 (international). The conference ID is 721473. 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 July 24, 2024, at 877-481-4010 (domestic) or 919-882-2331 (international). The replay passcode is 50762. 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 16 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.

    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.

    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 May 31,

    (In thousands, except per share amounts)

    2024

    2023

    Revenue

    Subscriptions

    $

    131,404

     

    $

    134,903

     

    Professional services and other

     

    19,759

     

     

    25,217

     

    Total revenue

     

    151,163

     

     

    160,120

     

    Cost of Revenue

    Subscriptions

     

    37,099

     

     

    36,544

     

    Professional services and other

     

    16,752

     

     

    19,528

     

    Amortization of acquired intangible assets

     

    24,652

     

     

    24,630

     

    Total cost of revenue

     

    78,503

     

     

    80,702

     

    Gross Profit

     

    72,660

     

     

    79,418

     

    Operating Expenses

    Research and development

     

    24,797

     

     

    25,866

     

    Sales and marketing

     

    20,996

     

     

    19,558

     

    General and administrative

     

    23,343

     

     

    22,125

     

    Acquisition-related expenses

     

    283

     

     

    389

     

    Amortization of acquired intangible assets

     

    20,086

     

     

    20,128

     

    Goodwill impairment

     

    —

     

     

    410,041

     

    Intangible asset impairment

     

    —

     

     

    4,000

     

    Total operating expenses

     

    89,505

     

     

    502,107

     

    Loss from operations

     

    (16,845

    )

     

    (422,689

    )

    Other income (expense)

    Interest and other expense, net

     

    (25,373

    )

     

    (25,726

    )

    Loss from change in tax receivable agreement liability

     

    (3,974

    )

     

    (2,460

    )

    Gain from change in fair value of warrant liability

     

    3,761

     

     

    14,680

     

    (Loss) gain from change in fair value of contingent consideration

     

    (2,280

    )

     

    9,000

     

    Total other expense

     

    (27,866

    )

     

    (4,506

    )

    Loss before income tax benefit

     

    (44,711

    )

     

    (427,195

    )

    Income tax benefit

     

    1,923

     

     

    66,311

     

    Net loss

     

    (42,788

    )

     

    (360,884

    )

    Less: Net loss attributable to noncontrolling interest

     

    (3,926

    )

     

    (35,489

    )

    Net loss attributable to E2open Parent Holdings, Inc.

    $

    (38,862

    )

    $

    (325,395

    )

     

    Weighted-average common shares outstanding:

    Basic

     

    306,732

     

     

    302,502

     

    Diluted

     

    306,732

     

     

    302,502

     

    Net loss attributable to E2open Parent Holdings, Inc. common

    shareholders per share:

    Basic

    $

    (0.13

    )

    $

    (1.08

    )

    Diluted

    $

    (0.13

    )

    $

    (1.08

    )

    E2OPEN PARENT HOLDINGS, INC.

    CONDENSED CONSOLIDATED BALANCE SHEETS

    (Unaudited)

     

    (In thousands)

    May 31, 2024

    February 29, 2024

    Assets

    Cash and cash equivalents

    $

    160,203

     

    $

    134,478

     

    Restricted cash

     

    15,737

     

     

    14,560

     

    Accounts receivable, net

     

    111,359

     

     

    161,556

     

    Prepaid expenses and other current assets

     

    33,072

     

     

    28,843

     

    Total current assets

     

    320,371

     

     

    339,437

     

    Goodwill

     

    1,845,209

     

     

    1,843,477

     

    Intangible assets, net

     

    796,551

     

     

    841,031

     

    Property and equipment, net

     

    65,638

     

     

    67,177

     

    Operating lease right-of-use assets

     

    19,629

     

     

    21,299

     

    Other noncurrent assets

     

    29,669

     

     

    29,234

     

    Total assets

    $

    3,077,067

     

    $

    3,141,655

     

    Liabilities, Redeemable Share-Based Awards and Stockholders' Equity

    Accounts payable and accrued liabilities

    $

    85,112

     

    $

    90,594

     

    Channel client deposits payable

     

    15,737

     

     

    14,560

     

    Deferred revenue

     

    187,197

     

     

    213,138

     

    Current portion of notes payable

     

    11,277

     

     

    11,272

     

    Current portion of operating lease obligations

     

    6,996

     

     

    7,378

     

    Current portion of financing lease obligations

     

    1,473

     

     

    1,448

     

    Income taxes payable

     

    5,748

     

     

    584

     

    Total current liabilities

     

    313,540

     

     

    338,974

     

    Long-term deferred revenue

     

    1,615

     

     

    2,077

     

    Operating lease obligations

     

    15,799

     

     

    17,372

     

    Financing lease obligations

     

    3,248

     

     

    3,626

     

    Notes payable

     

    1,036,007

     

     

    1,037,623

     

    Tax receivable agreement liability

     

    72,394

     

     

    67,927

     

    Warrant liability

     

    10,952

     

     

    14,713

     

    Contingent consideration

     

    20,308

     

     

    18,028

     

    Deferred taxes

     

    49,767

     

     

    55,586

     

    Other noncurrent liabilities

     

    1,052

     

     

    602

     

    Total liabilities

     

    1,524,682

     

     

    1,556,528

     

    Commitments and Contingencies

    Redeemable share-based awards

     

    930

     

     

    —

     

    Stockholders' Equity

    Class A common stock

     

    31

     

     

    31

     

    Class V common stock

     

    —

     

     

    —

     

    Series B-1 common stock

     

    —

     

     

    —

     

    Series B-2 common stock

     

    —

     

     

    —

     

    Additional paid-in capital

     

    3,415,627

     

     

    3,407,694

     

    Accumulated other comprehensive loss

     

    (44,341

    )

     

    (46,835

    )

    Accumulated deficit

     

    (1,912,565

    )

     

    (1,873,703

    )

    Treasury stock, at cost

     

    (2,473

    )

     

    (2,473

    )

    Total E2open Parent Holdings, Inc. equity

     

    1,456,279

     

     

    1,484,714

     

    Noncontrolling interest

     

    95,176

     

     

    100,413

     

    Total stockholders' equity

     

    1,551,455

     

     

    1,585,127

    Total liabilities, redeemable share-based awards and stockholders' equity

    $

    3,077,067

     

    $

    3,141,655

    E2OPEN PARENT HOLDINGS, IN

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

    (Unaudited)

     

    Three Months Ended May 31,

    (In thousands)

    2024

    2023

    Cash flows from operating activities

    Net loss

    $

    (42,788

    )

    $

    (360,884

    )

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

    Depreciation and amortization

     

    53,605

     

     

    53,319

     

    Amortization of deferred commissions

     

    2,109

     

     

    1,344

     

    Provision for credit losses

     

    151

     

     

    69

     

    Amortization of debt issuance costs

     

    1,320

     

     

    1,320

     

    Amortization of operating lease right-of-use assets

     

    1,722

     

     

    1,946

     

    Share-based compensation

     

    11,787

     

     

    4,445

     

    Deferred income taxes

     

    (5,972

    )

     

    (67,833

    )

    Right-of-use assets impairment charge

     

    —

     

     

    362

     

    Goodwill impairment charge

     

    —

     

     

    410,041

     

    Indefinite-lived intangible asset impairment charge

     

    —

     

     

    4,000

     

    Loss from change in tax receivable agreement liability

     

    3,974

     

     

    2,460

     

    Gain from change in fair value of warrant liability

     

    (3,761

    )

     

    (14,680

    )

    Loss (gain) from change in fair value of contingent consideration

     

    2,280

     

     

    (9,000

    )

    Loss (gain) on disposal of property and equipment

     

    79

     

     

    (154

    )

    Changes in operating assets and liabilities:

    Accounts receivable

     

    50,047

     

     

    48,176

     

    Prepaid expenses and other current assets

     

    (3,905

    )

     

    (1,304

    )

    Other noncurrent assets

     

    (2,544

    )

     

    (1,772

    )

    Accounts payable and accrued liabilities

     

    (10,702

    )

     

    (12,228

    )

    Channel client deposits payable

     

    1,177

     

     

    2,539

     

    Deferred revenue

     

    (26,403

    )

     

    (23,401

    )

    Changes in other liabilities

     

    3,740

     

     

    (2,306

    )

    Net cash provided by operating activities

     

    35,916

     

     

    36,459

     

    Cash flows from investing activities

    Capital expenditures

     

    (6,084

    )

     

    (6,552

    )

    Net cash used in investing activities

     

    (6,084

    )

     

    (6,552

    )

    Cash flows from financing activities

    Repayments of indebtedness

     

    (2,808

    )

     

    (2,741

    )

    Repayments of financing lease obligations

     

    (353

    )

     

    (223

    )

    Proceeds from exercise of stock options

     

    155

     

     

    —

     

    Net cash used in financing activities

     

    (3,006

    )

     

    (2,964

    )

    Effect of exchange rate changes on cash and cash equivalents

     

    76

     

     

    2,105

     

    Net increase in cash, cash equivalents and restricted cash

     

    26,902

     

     

    29,048

     

    Cash, cash equivalents and restricted cash at beginning of period

     

    149,038

     

     

    104,342

     

    Cash, cash equivalents and restricted cash at end of period

    $

    175,940

     

    $ 

    133,390 

    E2OPEN PARENT HOLDINGS, INC.

    RECONCILIATION OF PRO FORMA INFORMATION

    TABLE I

     

    (in millions)

    Q1

    Q1

    $ Var

    % Var

    FY2025

    FY2024

    PRO FORMA REVENUE RECONCILIATION

     

     

     

     

    Total GAAP Revenue

    151.2

    160.1

    (9.0)

    (5.6%)

    Constant currency FX impact (1)

    0.1

    -

    0.1

    n/m

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

    $151.2

    $160.1

    ($8.9)

    (5.6%)

     

     

     

     

    GAAP Subscription Revenue

    131.4

    134.9

    (3.5)

    (2.6%)

    Constant currency FX impact (1)

    -

    -

    -

    n/m

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

    $131.4

    $134.9

    ($3.5)

    (2.6%)

     

     

     

     

    GAAP Professional Services and other revenue

    19.8

    25.2

    (5.5)

    (21.6%)

    Constant currency FX impact (1)

    -

    -

    -

    n/m

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

    $19.8

    $25.2

    ($5.5)

    (21.6%)

     

     

     

     

    PRO FORMA GROSS PROFIT RECONCILIATION

     

     

     

     

    GAAP Gross profit

    72.7

    79.4

    (6.8)

    (8.5%)

    Depreciation and amortization

    28.5

    28.6

    (0.1)

    (0.5%)

    Share-based compensation (3)

    1.2

    0.6

    0.6

    92.1%

    Non-recurring/non-operating costs (4)

    0.2

    1.7

    (1.5)

    (88.5%)

    Non-GAAP gross profit

    $102.6

    $110.4

    ($7.9)

    (7.1%)

    Non-GAAP Gross Margin %

    67.8%

    69.0%

     

     

    Constant currency FX impact (1)

    (0.1)

    -

    (0.1)

    n/m

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

    $102.4

    $110.4

    ($8.0)

    (7.2%)

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

    67.7%

    69.0%

     

     

     

     

     

     

    PRO FORMA ADJUSTED EBITDA RECONCILIATION

     

     

     

     

    Net loss

    (42.8)

    (360.9)

    318.1

    n/m

    Interest expense, net

    24.7

    24.3

    0.4

    1.8%

    Income tax benefit

    (1.9)

    (66.3)

    64.4

    (97.1%)

    Depreciation and amortization

    53.6

    53.3

    0.3

    0.5%

    EBITDA

    $33.6

    ($349.6)

    $383.2

    n/m

    Share-based compensation (3)

    11.8

    4.5

    7.3

    164.3%

    Non-recurring/non-operating costs (4)

    2.6

    5.3

    (2.8)

    (52.0%)

    Acquisition-related adjustments (5)

    0.3

    0.4

    (0.1)

    (28.2%)

    Change in tax receivable agreement liability (6)

    4.0

    2.5

    1.5

    61.4%

    Change in fair value of warrant liability (7)

    (3.8)

    (14.7)

    10.9

    (74.4%)

    Change in fair value of contingent consideration (8)

    2.3

    (9.0)

    11.3

    n/m

    Goodwill impairment (9)

    -

    410.0

    (410.0)

    n/m

    Intangible asset impairment charge (10)

    -

    4.0

    (4.0)

    n/m

    Right-of-use assets impairment charge (11)

    -

    0.4

    (0.4)

    n/m

    Adjusted EBITDA

    $50.7

    $53.8

    ($3.0)

    (5.7%)

    Adjusted EBITDA Margin %

    33.6%

    33.6%

     

     

    Constant currency FX impact (1)

    (0.3)

    -

    (0.3)

    n/m

    Total adjusted EBITDA (constant currency basis) (2)

    $50.4

    $53.8

    ($3.3)

    (6.2%)

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

    33.4%

    33.6%

     

     

     

     

     

     

    (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 non-acquisition related severance, foreign currency transaction gains and losses, systems integrations, legal entity rationalization, expenses related to retention of key employees from acquisitions and non-recurring consulting and advisory fees.

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

    (6) Represents the fair value adjustment at each balance sheet date for the Tax Receivable Agreement along with the associated interest.

    (7) Represents the fair value adjustment at each balance sheet date of the warrant liability related to our warrants.

    (8) Represents the fair value adjustment at each balance sheet date of the contingent consideration liability related to the restricted Series B-1 and B-2 common stock and Sponsor Side Letter and Series 1 and 2 RCUs. The Series B-1 common stock, Sponsor Side Letter and Series 1 RCUs were automatically converted into our Class A Common Stock on a one-to-one basis as of June 8, 2021.

    (9) Represents the goodwill impairment taken in the first quarter of fiscal 2024.

    (10) Represents the indefinite-lived trademark/trade name impairment taken in the first quarter of fiscal 2024.

    (11) Represents the impairment on our operating lease ROU assets and leasehold improvements due to vacating certain facilities.

    E2OPEN PARENT HOLDINGS, INC.

    RECONCILIATION OF NON-GAAP EXPENSES

    TABLE II

     

    Fiscal First Quarter 2025

     

     

     

     

     

     

    (in millions)

    GAAP

    Non-

    Recurring(1)

    Depreciation

    &

    Amortization

    Share-Based

    Compensation

    Non-

    GAAP

    (Adjusted)

    % of

    Revenue

    Subscriptions

    37.1

    (0.0)

    (3.6)

    (0.7)

    32.7

    24.9%

    Professional services and other

    16.8

    (0.2)

    (0.2)

    (0.5)

    15.9

    80.5%

    Amortization of intangibles

    24.7

    -

    (24.7)

    0.0

    -

     

    Total cost of revenue

    $78.5

    ($0.2)

    ($28.5)

    (1.2)

    $48.6

    32.2%

     

     

     

     

     

     

     

    Gross Profit

    $72.7

    $0.2

    $28.5

    $1.20

    $102.5

    67.8%

     

     

     

     

     

     

     

    OPERATING COSTS

     

     

     

     

     

     

    Research & development

    24.8

    (0.1)

    (4.5)

    (1.9)

    18.2

    12.0%

    Sales & marketing

    21.0

    (0.8)

    (0.3)

    (1.6)

    18.3

    12.1%

    General & administrative

    23.3

    (0.8)

    (0.2)

    (7.1)

    15.3

    10.1%

    Acquisition related expenses

    0.3

    (0.3)

    -

    -

    -

     

    Amortization of intangibles

    20.1

    -

    (20.1)

    -

    -

     

    Total operating expenses

    $89.5

    ($2.0)

    ($25.1)

    ($10.6)

    $51.8

    34.3%

     

     

     

     

     

     

     

    (1) Primarily includes other non-recurring expenses such as non-acquisition related severance, foreign currency transaction gains and losses, systems integrations, legal entity rationalization, expenses related to retention of key employees from acquisitions and non-recurring consulting and advisory fees.

    E2OPEN PARENT HOLDINGS, INC.

    RECONCILIATION OF ADJUSTED EARNINGS PER SHARE

    TABLE III

     

    (in millions, except per share amounts)

    Q1 25

    GAAP Net loss

    (42.8)

    Interest expense, net

    24.7

    Income taxes benefit

    (1.9)

    Depreciation & amortization

    53.6

    EBITDA

    $33.6

    Share-based compensation

    11.8

    Non-recurring/non-operating costs

    2.6

    Acquisition-related adjustments

    0.3

    Change in tax receivable agreement liability

    4.0

    Change in fair value of warrant liability

    (3.8)

    Change in fair value of contingent consideration

    2.3

    Adjusted EBITDA

    $50.7

    Depreciation

    (8.9)

    Interest and other expense, net

    (24.7)

    Normalized income taxes (1)

    (4.1)

    Adjusted Net Income

    $13.0

    Adjusted basic shares outstanding

    344.4

    Adjusted earnings per share

    $0.04

     

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

    E2OPEN PARENT HOLDINGS, INC.

    ADJUSTED FREE CASH FLOW

    TABLE IV

     

    (in millions)

    Q1 25

    GAAP operating cash flow

    35.9

     

    Add: Non recurring cash payments (1)

    4.3

    Add: Change in channel client deposits payable (2)

    (1.2)

    Adjusted operating cash flow

    $39.1

     

    Capital expenditures

    (6.1)

    Adjusted free cash flow

    $33.0

     

     

    (1) Primarily includes other non-recurring expenses such as non-acquisition related severance, foreign currency transaction gains and losses, systems integrations, legal entity rationalization, expenses related to retention of key employees from acquisitions and non-recurring consulting and advisory fees.

    (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

     

    Description

    Shares

    (000's)

    Notes

    Shares outstanding as of May 31, 2024

    307,516

     

    Shares outstanding

    Common Units

    30,919

    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

    344,435

     

     

     

    Warrants

    29,080

     

    Outstanding warrants with an exercise price of $11.50.

    Options (vested/unreleased and unvested)

    6,322

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

    Restricted Shares (vested/unreleased and unvested)

    16,779

     

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

    Fully Converted Shares

    396,616

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20240710240699/en/

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