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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| E2open Parent Holdings Inc | NYSE:ETWO | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| -0.03 | -0.98% | 3.04 | 3.13 | 3.04 | 3.11 | 506,200 | 21:55:11 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
(address of principal executive offices) |
(zip code) |
(Registrant’s telephone number, including area code) |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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at an exercise price of $11.50 |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On July 10, 2024, E2open Parent Holdings, Inc. (the Company) announced its financial results for the three months ended May 31, 2024. A copy of the Company's press release for the same period is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with the General Instructions B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached exhibit is deemed to be furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
Exhibit Number |
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Description |
99.1* |
— |
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104 |
— |
Cover Page Interactive Data File (formatted in Inline XBRL) |
* Furnished herewith
2
SIGNATURE
Pursuant to the Requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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E2open Parent Holdings, Inc. |
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Date: July 10, 2024 |
By: |
/s/ Susan E. Bennett |
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Susan E. Bennett |
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Interim Executive Vice President and General Counsel |
3
www.e2open.com
Press Release
E2open Announces Fiscal 2025 First Quarter Financial Results
GAAP subscription revenue of $131.4 million within Q1 FY25 guidance range
Strong cash flow generation in Q1 FY25
AUSTIN, Texas – July 10, 2024 – 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
Recent Business Highlights
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
Fiscal 2025 Total GAAP Revenue
Fiscal 2025 Non-GAAP Gross Profit Margin
Fiscal 2025 Adjusted EBITDA
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.
###
Investor Contact
Dusty Buell
dusty.buell@e2open.com
investor.relations@e2open.com
Media Contact
5W PR for e2open
e2open@5wpr.com
718-757-6144
Corporate Contact
Kristin Seigworth
VP Communications, e2open
kristin.seigworth@e2open.com
pr@e2open.com
E2OPEN PARENT HOLDINGS, INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
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Three Months Ended May 31, |
||
(In thousands, except per share amounts) |
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2024 |
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2023 |
Revenue |
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Subscriptions |
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$ 131,404 |
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$ 134,903 |
Professional services and other |
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19,759 |
|
25,217 |
Total revenue |
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151,163 |
|
160,120 |
Cost of Revenue |
|
|
|
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Subscriptions |
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37,099 |
|
36,544 |
Professional services and other |
|
16,752 |
|
19,528 |
Amortization of acquired intangible assets |
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24,652 |
|
24,630 |
Total cost of revenue |
|
78,503 |
|
80,702 |
Gross Profit |
|
72,660 |
|
79,418 |
Operating Expenses |
|
|
|
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Research and development |
|
24,797 |
|
25,866 |
Sales and marketing |
|
20,996 |
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19,558 |
General and administrative |
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23,343 |
|
22,125 |
Acquisition-related expenses |
|
283 |
|
389 |
Amortization of acquired intangible assets |
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20,086 |
|
20,128 |
Goodwill impairment |
|
— |
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410,041 |
Intangible asset impairment |
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— |
|
4,000 |
Total operating expenses |
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89,505 |
|
502,107 |
Loss from operations |
|
(16,845) |
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(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 |
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(44,711) |
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(427,195) |
Income tax benefit |
|
1,923 |
|
66,311 |
Net loss |
|
(42,788) |
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(360,884) |
Less: Net loss attributable to noncontrolling interest |
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(3,926) |
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(35,489) |
Net loss attributable to E2open Parent Holdings, Inc. |
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$ (38,862) |
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$ (325,395) |
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Weighted-average common shares outstanding: |
|
|
|
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Basic |
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306,732 |
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302,502 |
Diluted |
|
306,732 |
|
302,502 |
Net loss attributable to E2open Parent Holdings, Inc. common |
|
|
|
|
Basic |
|
$ (0.13) |
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$ (1.08) |
Diluted |
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$ (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 |
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$ 160,203 |
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$ 134,478 |
Restricted cash |
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15,737 |
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14,560 |
Accounts receivable, net |
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111,359 |
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161,556 |
Prepaid expenses and other current assets |
|
33,072 |
|
28,843 |
Total current assets |
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320,371 |
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339,437 |
Goodwill |
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1,845,209 |
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1,843,477 |
Intangible assets, net |
|
796,551 |
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841,031 |
Property and equipment, net |
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65,638 |
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67,177 |
Operating lease right-of-use assets |
|
19,629 |
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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 |
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$ 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% |
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|
|
|
|
|
(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. |
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(3) Reflects non-cash, long-term share-based compensation expense. |
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(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. |
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(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. |
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(6) Represents the fair value adjustment at each balance sheet date for the Tax Receivable Agreement along with the associated interest. |
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(7) Represents the fair value adjustment at each balance sheet date of the warrant liability related to our warrants. |
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(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. |
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(9) Represents the goodwill impairment taken in the first quarter of fiscal 2024. |
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(10) Represents the indefinite-lived trademark/trade name impairment taken in the first quarter of fiscal 2024. |
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(11) Represents the impairment on our operating lease ROU assets and leasehold improvements due to vacating certain facilities. |
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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 |
|
COST OF GOODS |
|
|
|
|
|
|
|
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 |
|
|
1 Year E2open Parent Chart |
1 Month E2open Parent Chart |
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