Q1-FY26 GAAP subscription revenue of $132.9 million, above high end of Q1 guidance range
Continued strong cash generation in Q1-FY26
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, 2025.
"Our first quarter results demonstrate that our core business continues to strengthen and underscore the progress we have made in putting e2open back on a sustainable growth path," said Andrew Appel, e2open chief executive officer. "Our entire e2open team remains focused on client satisfaction and retention, flawless delivery of our products, and value-added innovation. These efforts came to fruition in Q1 as we returned to year-over-year subscription revenue growth. I believe e2open is well positioned for the next chapter in the company's development, which is our pending acquisition by WiseTech Global as announced in late May. Our e2open team is excited by the opportunity to partner with WiseTech in bringing industry-leading supply chain management capabilities to our many clients."
"In Q1 FY26, e2open delivered subscription revenue above the high end of our guidance, marking our first year-over-year subscription revenue growth since mid-FY24. We also continued our trend of strong adjusted EBITDA and cash flow," said Marje Armstrong, chief financial officer of e2open. "We are confirming all elements of our full-year guidance issued last quarter and want to thank all our employees for their support and dedication as we move forward with the WiseTech transaction, which we expect to close by the end of this calendar year."
Fiscal First Quarter 2026 Financial Highlights
-
Revenue
- GAAP subscription revenue for the first quarter of 2026 was $132.9 million, an increase of 1.1% from the year-ago comparable period and 87.0% of total revenue. Subscription revenue increased 0.9% on a constant currency basis.
- Total GAAP revenue for the first quarter of 2026 was $152.6 million, an increase of 1.0% from the year-ago comparable period. Total revenue increased 0.7% on a constant currency basis.
- GAAP gross profit for the first quarter of 2026 was $73.6 million, an increase of 1.3% from the year-ago comparable period. Non-GAAP gross profit was $102.4 million, a decrease of 0.2% and down 0.2% on a constant currency basis.
- GAAP gross margin for the first quarter of 2026 was 48.2% compared to 48.1% for the year-ago comparable period. Non-GAAP gross margin was 67.1% compared to 67.8% from the comparable year-ago period.
- GAAP net loss for the first quarter of 2026 was $15.5 million compared to a net loss of $42.8 million from the year-ago comparable period. Adjusted EBITDA for the first quarter of 2026 was $52.2 million, an increase of 3.0% from the comparable year-ago period. Adjusted EBITDA margin was 34.2% versus 33.6% from the comparable year-ago period.
- GAAP EPS for the first quarter of 2026 was a loss of $0.05. Adjusted EPS for the first quarter of 2026 was $0.05.
Recent Business Highlights
- Announced acquisition by WiseTech Global, concluding e2open's strategic review.
- Closed new logo and cross-sell business with large, well-known global companies in diverse market segments including manufacturing, high-tech and electronics, consumer retail, apparel, consumer packaged goods, and food and beverage. These clients selected e2open solutions across the platform to increase productivity and efficiency, reduce risk, improve compliance, significantly reduce or eliminate manual processes, and enhance their ability to serve their own customers.
- Opened registration for Connect 2025 Global Supply Chain Summit, e2open's annual customer conference, which will be held October 14 to 16 in Amsterdam. Connect brings together clients, partners, and e2open leaders for a robust agenda covering industry trends and best practices, client use cases, product innovation, knowledge sharing, and networking.
- Among the wins in the first quarter was a large cross-sell expansion with a leading global active health and wellness company, which selected e2open as a strategic partner as part of its digital supply chain transformation. Building upon its use of e2open Transportation Management, Parcel, and Global Trade Management applications, the client added Demand Planning, Supply Planning, and Multi-Echelon Inventory Optimization (MEIO) applications to increase productivity and manage supply as the company prioritizes scalable solutions to navigate the complexities of growth.
- Among the customer go-lives in the first quarter was a large multinational manufacturer of frozen and fresh food products that expanded Transportation Management to its Mexico division, providing comprehensive controls and reporting capabilities for managing the entire North American transportation network. This advancement enhances user productivity in daily operations, streamlines workflows, and facilitates quicker decision-making. As a result, the division can better respond to demand fluctuations and optimize resource allocation, ultimately improving overall operational performance.
Financial Outlook for Fiscal Year 2026
As of July 10, 2025, e2open is reiterating full year 2026 guidance previously provided on April 29, 2025, as follows:
- GAAP subscription revenue for fiscal 2026 is expected to be in the range of $525 million to $535 million, reflecting a 0.4% growth rate at the mid-point.
- Total GAAP revenue for fiscal 2026 is expected to be in the range of $600 million to $618 million, reflecting a positive 0.2% growth rate at the mid-point.
- Non-GAAP gross profit margin for fiscal 2026 is expected to be in the range of 68% to 68.5%.
- Adjusted EBITDA for fiscal 2026 is expected to be in the range of $200 million to $210 million with an implied adjusted EBITDA margin in the range of 33% to 34%.
Quarterly Conference Call
E2open will host a conference call today at 5:00 p.m. ET to review fiscal first quarter 2026 financial results and the Company's outlook for fiscal year 2026. To access this call, dial 888-506-0062 (domestic) or 973-528-0011 (international). The conference ID is 656761. 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 10, 2026, at 877-481-4010 (domestic) or 919-882-2331 (international). The replay passcode is 52634. 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 500,000 manufacturing, logistics, channel, and distribution partners as one multi-enterprise network tracking over 18 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, adjusted net income, non-GAAP gross margin, adjusted free cash flow, adjusted operating 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 revenue, 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 these non-GAAP measures provide 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, adjusted EBITD, or adjusted EBITDA margin without unreasonable effort, and therefore no reconciliation of certain forward-looking non-GAAP financial measures for non-GAAP gross profit margin, adjusted EBITDA, or adjusted EBITDA margin is included.
Forward Looking Statement Disclaimer
This press release contains "forward-looking" statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisition of e2open, anticipated future financial performance and results of e2open and expected timing of the closing of the proposed acquisition and other transactions contemplated by the merger agreement governing the transaction (the "Mergers"). These forward-looking statements are based on e2open management's beliefs and assumptions and on information currently available to e2open management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential," "outlook," "guidance," or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. 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. Some factors that could cause actual results to differ include:
- uncertainties associated with the proposed Mergers;
- risk associated with the failure to complete the Mergers and its effect on our business and the market price of our shares of our Class A Common Stock;
- limitations on our ability to pursue alternatives to the Mergers under the merger agreement;
- restrictions imposed on the conduct of our business during the term of the proposed Mergers;
- potential litigation instituted against us challenging the proposed Mergers;
- the effect of the volatile, negative or uncertain macro-economic and political conditions, tariffs, inflation, changes in interest rates, fluctuations in foreign currency exchange rates and the potential effects of these factors on our business, our slowing growth rate, results of operations and financial condition as well as our clients' businesses and levels of business activity;
- the inability to realize the value of the goodwill and intangible assets, which could result in the incurrence of material charges related to the impairment of those assets;
- the inability to develop and market new product innovations and monetize our network;
- the slowing of our growth rate due to lower than anticipated new bookings and higher than expected churn;
- risks associated with our acquisitions, including churn, the ability to maintain client relationships and greater than expected liabilities;
- the inability to attract new clients or upsell/cross sell existing clients or the failure to renew existing client subscriptions on terms favorable to us;
- risks associated with our international operations, including the risks created by geopolitical instability;
- the failure of the market for cloud-based SCM solutions to develop as quickly as we expect or failure to compete successfully in a fragmented and competitive SCM market;
- the diversion of management's attention and consumption of resources as a result of the strategic alternatives process;
- failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;
- cyber-attacks and security vulnerabilities; and
- inability to attract or retain key employees.
More information on factors that could cause our actual results or events to differ from those expressed in forward-looking statements are included from time to time in our reports filed with the SEC including in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025, filed with the SEC on April 29, 2025 (2025 Form 10-K). The forward-looking statements included in this press release are made only as of the date hereof. Except as required by applicable law or regulation, e2open does not undertake 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) |
|
2025 |
|
|
2024 |
|
||
Revenue |
||||||||
Subscriptions |
$ |
132,870 |
|
$ |
131,404 |
|
||
Professional services and other |
|
19,740 |
|
|
19,759 |
|
||
Total revenue |
|
152,610 |
|
|
151,163 |
|
||
Cost of Revenue |
||||||||
Subscriptions |
|
38,385 |
|
|
37,099 |
|
||
Professional services and other |
|
16,848 |
|
|
16,752 |
|
||
Amortization of acquired intangible assets |
|
23,786 |
|
|
24,652 |
|
||
Total cost of revenue |
|
79,019 |
|
|
78,503 |
|
||
Gross Profit |
|
73,591 |
|
|
72,660 |
|
||
Operating Expenses |
||||||||
Research and development |
|
23,354 |
|
|
24,797 |
|
||
Sales and marketing |
|
20,173 |
|
|
20,996 |
|
||
General and administrative |
|
21,415 |
|
|
23,343 |
|
||
Acquisition-related expenses |
|
5,485 |
|
|
283 |
|
||
Amortization of acquired intangible assets |
|
5,611 |
|
|
20,086 |
|
||
Total operating expenses |
|
76,038 |
|
|
89,505 |
|
||
Loss from operations |
|
(2,447 |
) |
|
(16,845 |
) |
||
Other income (expense) |
||||||||
Interest and other expense, net |
|
(20,054 |
) |
|
(25,373 |
) |
||
Gain (loss) from change in tax receivable agreement liability |
|
20,727 |
|
|
(3,974 |
) |
||
Gain from change in fair value of warrant liability |
|
479 |
|
|
3,761 |
|
||
Loss from change in fair value of contingent consideration |
|
(12,060 |
) |
|
(2,280 |
) |
||
Total other expense |
|
(10,908 |
) |
|
(27,866 |
) |
||
Loss before income tax provision |
|
(13,355 |
) |
|
(44,711 |
) |
||
Income tax (expense) benefit) |
|
(2,168 |
) |
|
1,923 |
|
||
Net loss |
|
(15,523 |
) |
|
(42,788 |
) |
||
Less: Net loss attributable to noncontrolling interest |
|
(1,397 |
) |
|
(3,926 |
) |
||
Net loss attributable to E2open Parent Holdings, Inc. |
$ |
(14,126 |
) |
$ |
(38,862 |
) |
||
|
||||||||
Weighted-average common shares outstanding: |
||||||||
Basic |
|
310,513 |
|
|
306,732 |
|
||
Diluted |
|
310,513 |
|
|
306,732 |
|
||
Net loss attributable to E2open Parent Holdings, Inc. common shareholders per share: |
||||||||
Basic |
$ |
(0.05 |
) |
$ |
(0.13 |
) |
||
Diluted |
$ |
(0.05 |
) |
$ |
(0.13 |
) |
||
E2OPEN PARENT HOLDINGS, INC. |
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS |
||||||||
(Unaudited) |
||||||||
(In thousands) |
May 31, 2025 |
February 28, 2025 |
||||||
Assets |
||||||||
Cash and cash equivalents |
$ |
230,197 |
|
$ |
197,350 |
|
||
Restricted cash |
|
9,818 |
|
|
14,785 |
|
||
Accounts receivable, net |
|
108,184 |
|
|
133,436 |
|
||
Prepaid expenses and other current assets |
|
35,729 |
|
|
34,025 |
|
||
Total current assets |
|
383,928 |
|
|
379,596 |
|
||
Goodwill |
|
1,243,848 |
|
|
1,213,794 |
|
||
Intangible assets, net |
|
647,513 |
|
|
673,026 |
|
||
Property and equipment, net |
|
60,927 |
|
|
61,278 |
|
||
Operating lease right-of-use assets |
|
12,869 |
|
|
14,977 |
|
||
Other noncurrent assets |
|
28,724 |
|
|
28,364 |
|
||
Total assets |
$ |
2,377,809 |
|
$ |
2,371,035 |
|
||
Liabilities, Redeemable Share-Based Awards and Stockholders' Equity |
||||||||
Accounts payable and accrued liabilities |
$ |
85,372 |
|
$ |
74,829 |
|
||
Channel client deposits payable |
|
9,818 |
|
|
14,785 |
|
||
Deferred revenue |
|
203,117 |
|
|
216,740 |
|
||
Current portion of tax receivable agreement liability |
|
42,709 |
|
|
4,158 |
|
||
Current portion of notes payable |
|
11,223 |
|
|
11,264 |
|
||
Current portion of operating lease obligations |
|
5,807 |
|
|
6,146 |
|
||
Current portion of financing lease obligations |
|
2,025 |
|
|
2,143 |
|
||
Income taxes payable |
|
6,213 |
|
|
3,337 |
|
||
Total current liabilities |
|
366,284 |
|
|
333,402 |
|
||
Long-term deferred revenue |
|
3,026 |
|
|
1,536 |
|
||
Operating lease obligations |
|
9,025 |
|
|
10,838 |
|
||
Financing lease obligations |
|
2,740 |
|
|
3,170 |
|
||
Notes payable |
|
1,029,604 |
|
|
1,031,180 |
|
||
Tax receivable agreement liability |
|
- |
|
|
59,277 |
|
||
Warrant liability |
|
103 |
|
|
582 |
|
||
Contingent consideration |
|
17,188 |
|
|
5,128 |
|
||
Deferred taxes |
|
48,369 |
|
|
48,104 |
|
||
Other noncurrent liabilities |
|
646 |
|
|
648 |
|
||
Total liabilities |
|
1,476,985 |
|
|
1,493,865 |
|
||
Commitments and Contingencies |
||||||||
Redeemable share-based awards |
|
167 |
|
|
191 |
|
||
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 |
|
3,452,223 |
|
|
3,444,584 |
|
||
Accumulated other comprehensive loss |
|
(32,273 |
) |
|
(63,835 |
) |
||
Accumulated deficit |
|
(2,547,659 |
) |
|
(2,533,533 |
) |
||
Treasury stock, at cost |
|
(2,473 |
) |
|
(2,473 |
) |
||
Total E2open Parent Holdings, Inc. equity |
|
869,849 |
|
|
844,774 |
|
||
Noncontrolling interest |
|
30,808 |
|
|
32,205 |
|
||
Total stockholders' equity |
|
900,657 |
|
|
876,979 |
|
||
Total liabilities, redeemable share-based awards and stockholders' equity |
$ |
2,377,809 |
|
$ |
2,371,035 |
|
||
E2OPEN PARENT HOLDINGS, INC. |
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
||||||||
(Unaudited) |
||||||||
Three Months Ended May 31, |
||||||||
(In thousands) |
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities |
||||||||
Net loss |
$ |
(15,523 |
) |
$ |
(42,788 |
) |
||
Adjustments to reconcile net loss to net cash from operating activities: |
||||||||
Depreciation and amortization |
|
36,698 |
|
|
53,605 |
|
||
Amortization of deferred commissions |
|
3,070 |
|
|
2,109 |
|
||
Provision for credit losses |
|
272 |
|
|
151 |
|
||
Amortization of debt issuance costs |
|
1,351 |
|
|
1,320 |
|
||
Amortization of operating lease right-of-use assets |
|
1,400 |
|
|
1,722 |
|
||
Share-based compensation |
|
11,251 |
|
|
11,787 |
|
||
Deferred income taxes |
|
(3,296 |
) |
|
(5,972 |
) |
||
Right-of-use assets impairment charge |
|
305 |
|
|
— |
|
||
(Gain) loss from change in tax receivable agreement liability |
|
(20,727 |
) |
|
3,974 |
|
||
Gain from change in fair value of warrant liability |
|
(479 |
) |
|
(3,761 |
) |
||
Loss from change in fair value of contingent consideration |
|
12,060 |
|
|
2,280 |
|
||
(Gain) loss on disposal of property and equipment |
|
(8 |
) |
|
79 |
|
||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
|
24,980 |
|
|
50,047 |
|
||
Prepaid expenses and other current assets |
|
(1,639 |
) |
|
(3,905 |
) |
||
Other noncurrent assets |
|
(2,894 |
) |
|
(2,544 |
) |
||
Accounts payable and accrued liabilities |
|
7,466 |
|
|
(10,702 |
) |
||
Channel client deposits payable |
|
(4,967 |
) |
|
1,177 |
|
||
Deferred revenue |
|
(12,134 |
) |
|
(26,403 |
) |
||
Changes in other liabilities |
|
4,609 |
|
|
3,740 |
|
||
Net cash provided by operating activities |
|
41,795 |
|
|
35,916 |
|
||
Cash flows from investing activities |
||||||||
Capital expenditures |
|
(7,326 |
) |
|
(6,084 |
) |
||
Net cash used in investing activities |
|
(7,326 |
) |
|
(6,084 |
) |
||
Cash flows from financing activities |
||||||||
Repayments of indebtedness |
|
(2,813 |
) |
|
(2,808 |
) |
||
Repayments of financing lease obligations |
|
(547 |
) |
|
(353 |
) |
||
Proceeds from exercise of stock options |
|
— |
|
|
155 |
|
||
Payments of debt issuance costs |
|
(536 |
) |
|
— |
|
||
Net cash used in financing activities |
|
(3,896 |
) |
|
(3,006 |
) |
||
Effect of exchange rate changes on cash and cash equivalents |
|
(2,693 |
) |
|
76 |
|
||
Net increase in cash, cash equivalents and restricted cash |
|
27,880 |
|
|
26,902 |
|
||
Cash, cash equivalents and restricted cash at beginning of period |
|
212,135 |
|
|
149,038 |
|
||
Cash, cash equivalents and restricted cash at end of period |
$ |
240,015 |
|
$ |
175,940 |
|
||
E2OPEN PARENT HOLDINGS, INC. |
||||
RECONCILIATION OF PRO FORMA INFORMATION |
||||
TABLE I |
||||
(in millions) |
Q1 |
Q1 |
$ Var |
% Var |
FY2026 |
FY2025 |
|||
PRO FORMA REVENUE RECONCILIATION |
|
|
|
|
Total GAAP Revenue |
152.6 |
151.2 |
1.5 |
1.0% |
Constant currency FX impact (1) |
(0.4) |
- |
(0.4) |
n/m |
Total non-GAAP revenue (constant currency basis) (2) |
$152.3 |
$151.2 |
$1.1 |
0.7% |
|
|
|
|
|
GAAP Subscription Revenue |
132.9 |
131.4 |
1.5 |
1.1% |
Constant currency FX impact (1) |
(0.3) |
- |
(0.3) |
n/m |
Non-GAAP subscription revenue (constant currency basis) (2) |
$132.6 |
$131.4 |
$1.2 |
0.9% |
|
|
|
|
|
GAAP Professional Services and other revenue |
19.7 |
19.8 |
(0.0) |
(0.1%) |
Constant currency FX impact (1) |
(0.1) |
- |
(0.1) |
n/m |
Non-GAAP professional services and other revenue (constant currency basis) (2) |
$19.7 |
$19.8 |
($0.1) |
(0.4%) |
|
|
|
|
|
PRO FORMA GROSS PROFIT RECONCILIATION |
|
|
|
|
GAAP Gross profit |
73.6 |
72.7 |
0.9 |
1.3% |
Depreciation and amortization |
26.4 |
28.5 |
(2.1) |
(7.5%) |
Share-based compensation (3) |
1.7 |
1.2 |
0.4 |
36.4% |
Non-recurring/non-operating costs (4) |
0.8 |
0.2 |
0.6 |
300.0% |
Non-GAAP gross profit |
$102.4 |
$102.6 |
($0.2) |
(0.2%) |
Non-GAAP Gross Margin % |
67.1% |
67.8% |
|
|
Constant currency FX impact (1) |
(0.1) |
- |
(0.1) |
n/m |
Total non-GAAP gross profit (constant currency basis) (2) |
$102.3 |
$102.6 |
($0.3) |
(0.2%) |
Non-GAAP Gross Margin % (constant currency basis) (2) |
67.2% |
67.8% |
|
|
|
|
|
|
|
PRO FORMA ADJUSTED EBITDA RECONCILIATION |
|
|
|
|
Net income (loss) |
(15.5) |
(42.8) |
27.3 |
n/m |
Interest expense, net |
22.1 |
24.7 |
(2.6) |
(10.6%) |
Income tax expense (benefit) |
2.2 |
(1.9) |
4.1 |
n/m |
Depreciation and amortization |
36.7 |
53.6 |
(16.9) |
(31.5%) |
EBITDA |
$45.4 |
$33.6 |
$11.8 |
35.2% |
Share-based compensation (3) |
11.3 |
11.8 |
(0.5) |
(4.6%) |
Non-recurring/non-operating costs (4) |
(1.1) |
2.6 |
(3.7) |
n/m |
Acquisition-related adjustments (5) |
5.5 |
0.3 |
5.2 |
1,857.1% |
Change in tax receivable agreement liability (6) |
(20.7) |
4.0 |
(24.7) |
n/m |
Change in fair value of warrant liability (7) |
(0.5) |
(3.8) |
3.3 |
(87.2%) |
Change in fair value of contingent consideration (8) |
12.1 |
2.3 |
9.8 |
428.9% |
Right-of-use assets impairment charge (9) |
0.3 |
- |
0.3 |
n/m |
Adjusted EBITDA |
$52.2 |
$50.7 |
$1.5 |
3.0% |
Adjusted EBITDA Margin % |
34.2% |
33.6% |
|
|
Constant currency FX impact (1) |
0.1 |
- |
0.1 |
n/m |
Total adjusted EBITDA (constant currency basis) (2) |
$52.3 |
$50.7 |
$1.6 |
3.2% |
Adjusted EBITDA Margin % (constant currency basis) (2) |
34.4% |
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 non-recurring expenses such as the non-acquisition severance related to cost reduction initiatives, reorganizations and executive transition costs; foreign currency transaction gains and losses; systems integrations; legal entity rationalization and non-recurring consulting and advisory fees. |
||||
(5) Primarily includes advisory, consulting, accounting and legal expenses incurred in connection with 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 B-2 common stock and Series 2 RCUs. |
||||
(9) 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 2026 |
|
|
|
|
|
|
|
(in millions) |
GAAP |
Non-
|
|
Depreciation
|
Share-Based
|
Non-
|
% of
|
Impairment
|
|||||||
COST OF GOODS |
|
|
|
|
|
|
|
Subscriptions |
38.4 |
(0.7) |
- |
(2.4) |
(1.0) |
34.2 |
25.7% |
Professional services and other |
16.9 |
(0.1) |
- |
(0.1) |
(0.6) |
16.0 |
81.2% |
Amortization of intangibles |
23.8 |
- |
- |
(23.8) |
0.0 |
- |
|
Total cost of revenue |
$79.0 |
($0.8) |
- |
(26.4) |
(1.7) |
$50.2 |
32.9% |
|
|
|
|
|
|
|
|
Gross Profit |
$73.6 |
$0.8 |
- |
$26.4 |
$1.7 |
$102.4 |
67.1% |
|
|
|
|
|
|
|
|
OPERATING COSTS |
|
|
|
|
|
|
|
Research & development |
23.4 |
(0.0) |
- |
(4.4) |
(1.4) |
17.5 |
11.5% |
Sales & marketing |
20.2 |
(0.1) |
- |
(0.2) |
(2.5) |
17.5 |
11.4% |
General & administrative |
21.4 |
(0.0) |
(0.3) |
(0.1) |
(5.7) |
15.2 |
10.0% |
Acquisition related expenses |
5.5 |
(5.5) |
- |
- |
- |
- |
|
Amortization of intangibles |
5.6 |
- |
- |
(5.6) |
- |
- |
|
Total operating expenses |
$76.0 |
($5.6) |
($0.3) |
($10.3) |
($9.6) |
$50.2 |
32.9% |
| (1) Primarily includes non-recurring expenses such as non-acquisition severance related to cost reduction initiatives and reorganizations, non-recurring consulting and advisory fees, and non-recurring expenses related to the strategic review. (2) Represents the right-of-use assets impairment charge taken in the first quarter of fiscal 2026. |
|||||||
E2OPEN PARENT HOLDINGS, INC. |
|
RECONCILIATION OF ADJUSTED EARNINGS PER SHARE |
|
TABLE III |
|
Fiscal First Quarter 2026 |
|
(in millions, except per share amounts) |
Q1 26 |
GAAP Net income (loss) |
(15.5) |
Interest expense, net |
22.1 |
Income taxes benefit |
2.2 |
Depreciation & amortization |
36.7 |
EBITDA |
$45.4 |
Share-based compensation |
11.3 |
Non-recurring/non-operating costs |
(1.1) |
Acquisition-related adjustments |
5.5 |
Change in tax receivable agreement liability |
(20.7) |
Change in fair value of warrant liability |
(0.5) |
Change in fair value of contingent consideration |
12.1 |
Right-of-use assets impairment charge |
0.3 |
Adjusted EBITDA |
$52.2 |
Depreciation |
(7.3) |
Interest and other expense, net |
(22.1) |
Normalized income taxes (1) |
(5.5) |
Adjusted Net Income |
$17.4 |
Adjusted basic shares outstanding |
349.1 |
Adjusted earnings per share |
$0.05 |
(1) Income taxes calculated using 24% effective rate. |
|
E2OPEN PARENT HOLDINGS, INC. |
|
ADJUSTED FREE CASH FLOW |
|
TABLE IV |
|
Fiscal First Quarter 2026 |
|
(in millions) |
Q1 26 |
GAAP operating cash flow |
41.8 |
|
|
Add: Non recurring cash payments (1) |
1.3 |
Add: Change in channel client deposits payable (2) |
5.0 |
Adjusted operating cash flow |
$48.0 |
|
|
Capital expenditures |
(7.3) |
Adjusted free cash flow |
$40.7 |
(1) Primarily includes non-recurring expenses such as non-acquisition related severance, systems integrations, legal entity rationalization, 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 |
|||
Fiscal First Quarter 2026 |
|||
Description |
Shares
|
Notes |
|
Shares outstanding as of May 31, 2025 |
312,397 |
|
Shares outstanding |
Common Units |
30,692 |
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 |
349,089 |
|
|
|
|||
Warrants |
29,080 |
|
Outstanding warrants with an exercise price of $11.50. |
Options (vested/unreleased and unvested) |
6,177 |
Options issued to management under the long-term incentive plan. |
|
Restricted Shares (vested/unreleased and unvested) |
19,578 |
Restricted shares issued to employees, management and directors under the long-term incentive plan. |
|
Fully Converted Shares |
403,924 |
|
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20250710969967/en/
Investor Contact
Russell Johnson
SVP Treasurer & Investor Relations, e2open
[email protected]
[email protected]
Media Contact
5W PR for e2open
[email protected]
908-510-8009
Corporate Contact
Kristin Seigworth
VP Communications, e2open
[email protected]
[email protected]