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E2open Parent Holdings, Inc. (ETWO) SEC Filing 8-K Material Event for the period ending Wednesday, January 12, 2022

E2open Parent Holdings, Inc.

CIK: 1800347 Ticker: ETWO

 

Exhibit 99.1

img193701694_0.jpg 

 

E2open Announces Fiscal Third Quarter 2022 Financial Results

Growth Acceleration Continues

Raises Fiscal Year 2022 Revenue Guidance

 

AUSTIN, Texas – January 12, 2022 – E2open Parent Holdings, Inc. (NYSE: ETWO), a leading network-based provider of a cloud-based, mission-critical, end-to-end supply chain management platform, today announced financial results for its fiscal third quarter 2022 ended November 30, 2021.

 

“I am extremely pleased with our exceptional performance in a very dynamic environment,” said Michael Farlekas, chief executive officer at E2open. “We outperformed our key metrics in the third quarter and organic growth is accelerating– all while integrating our largest acquisition to date. The BluJay integration is ahead of plan and reinforces our view of the large strategic value and financial accretion the transaction delivers to E2open.”

 

“Moreover, the market recognizes the strength of our supply chain operating platform and its ability to solve one of the most important and challenging problems companies face today–visibility and control to operate their global supply chains as one connected system,” Farlekas added.

 

Fiscal Third Quarter 2022 Financial Highlights

 

NOTE: Non-GAAP revenue adds back amortization of the purchase accounting fair value adjustment to deferred revenue resulting from the business combination with CC Neuberger Principal Holdings I (CCNB1) as required by GAAP. The Company is adding this back to provide better comparability in the calculation of our organic growth rate. Refer to the Reconciliation of Non-GAAP Information Table and Pro Forma Reconciliation Tables at the end of this press release for more detail.

Revenue
o
Total GAAP revenue for third quarter of 2022 was $137.0 million compared to $84.1 million in the prior period. Total non-GAAP revenue was $147.4 million compared to a non-GAAP pro forma of $129.5 million in the prior third quarter, reflecting non-GAAP revenue growth of 13.8%. The prior period non-GAAP pro forma total revenue of $129.5 million represents the combination of E2open total revenue and BluJay total revenue for the period, as if BluJay was acquired on September 1, 2020.

 

o
GAAP subscription revenue for the third quarter of 2022 was $107.0 million compared to $70.4 million in the prior period. Non-GAAP subscription revenue was $117.4 million compared to a non-GAAP pro forma of $105.6 million from the prior third quarter, reflecting non-GAAP revenue growth of 11.2%. The prior period non-GAAP pro forma subscription revenue of $105.6 million represents the combination of E2open subscription revenue and BluJay subscription revenue for the period, as if BluJay was acquired on September 1, 2020.

 

 


 

(in millions)

Q3 FY2022

Q3 FY2021(1)

$ Var

% Var

Total GAAP Revenue

$137.0

$84.1

$52.9

62.9%

Deferred revenue purchase accounting adjustment

10.4

-

-

-

Pre-acquisition revenue

-

45.5

-

-

Total non-GAAP Revenue

$147.4

$129.5

$17.9

13.8%

 

 

 

 

 

GAAP Subscription revenue

$107.0

$70.4

$36.6

52.0%

Deferred revenue purchase accounting adjustment

10.4

-

-

-

Pre-acquisition subscription revenue

-

35.2

-

-

Non-GAAP Subscription revenue

$117.4

$105.6

$11.8

11.2%

 

 

 

 

 

GAAP Professional services revenue

$30.0

$13.7

$16.3

119.0%

Pre-acquisition professional services revenue

-

10.2

-

-

Non-GAAP Professional services revenue

$30.0

$23.9

$6.1

25.5%

(1) Non-GAAP pro forma inclusive of BluJay as if acquired on September 1, 2020. Refer to the Pro forma Reconciliation Table at the end of this press release for more detail.

 

Gross Profit and Gross Margin
o
GAAP gross profit for the third quarter of 2022 was $64.2 million compared to $52.2 million in the comparable quarter of 2021. Non-GAAP gross profit was $103.4 million compared to a non-GAAP pro forma of $89.6 million in the prior year's third quarter. The prior period non-GAAP pro forma gross profit of $89.6 million represents the combination of E2open gross profit and BluJay gross profit for the period, as if BluJay was acquired on September 1, 2020.

 

o
GAAP gross margin for the third quarter of 2022 was 46.9% compared to 62.1% in the comparable quarter of 2021. Non-GAAP gross margin was 70.1% versus a non-GAAP pro forma of 69.2% when compared to third quarter of 2021. The prior period non-GAAP pro forma gross margin of 69.2% represents the combination of E2open gross profit and BluJay gross profit for the period, as if BluJay was acquired on September 1, 2020.

 

(in millions)

Q3 FY2022

Q3 FY2021(1)

$ Var

% Var

Non- GAAP Gross profit

 

 

 

 

E2open

$103.4

$59.7

$43.7

73.2%

Pre-acquisition gross profit

-

29.9

-

 

Total Non-GAAP Gross profit

$103.4

$89.6

$13.8

15.4%

Gross margin %

70.1%

69.2%

 

 

(1) Pro forma inclusive of BluJay, as if acquired on September 1, 2020. Refer to the Pro forma Reconciliation Table at the end of this press release for more detail.

 

EBITDA and EBITDA Margin
o
EBITDA for the third quarter of 2022 was -$14.6 million compared with $16.9 million in the comparable quarter of 2021. Adjusted EBITDA was $45.9 million, an increase from non-GAAP pro forma adjusted EBITDA of $45.2 million in the third quarter 2021. The prior period non-GAAP pro forma adjusted EBITDA of $45.2 million represents the combination of E2open adjusted EBITDA and BluJay adjusted EBITDA for the period, as if BluJay was acquired on September 1, 2020.

 

o
Adjusted EBITDA margin for the third quarter of 2022 was 31.1% versus a non-GAAP pro forma of 34.9% in the comparable quarter of 2021. The prior period non-GAAP pro forma adjusted EBITDA margin of 34.9% represents the combination of E2open adjusted EBITDA margin and BluJay adjusted EBITDA margin for the period, as if BluJay was acquired on September 1, 2020.

 


 

 

(in millions)

Q3 FY2022

Q3 FY2021(1)

$ Var

% Var

Adjusted EBITDA

 

 

 

 

E2open

$45.9

$28.3

17.6

62.4%

Pre-acquisition adjusted EBITDA

-

16.9

-

-

Total Adjusted EBITDA

$45.9

$45.2

$0.7

1.5%

Adjusted EBITDA margin %

31.1%

34.9%

 

 

(1) Pro forma inclusive of BluJay, as if acquired on September 1, 2020. Refer to the Pro forma Reconciliation Table at the end of this press release for more detail.

 

Net Loss: Net loss for the third quarter of 2022 was $64.3 million compared with a net loss of $27.1 million in the comparable quarter of 2021.

 

Cash flow: For the nine months ended November 30, 2021, cash provided by operating activities was $28.2 million compared to $30.1 million in the prior year period.

 

Recent Business Highlights

E2open continues to build out a new logo sales team to drive performance in organic revenue growth. Nearly 30% of new bookings in the third quarter of 2022 came from new logos, compared to 15% in the third quarter of 2021.

 

Average enterprise new logo contract size (over $100k of annual subscription revenue) was more than double that of the third quarter 2021 which was around $200k. This reflects greater scope, scale and pricing for initial client engagements.

 

E2open recently launched “Global Logistics Orchestration” a network-based product that enables our customers to orchestrate materials and finished product to move across their network of carriers, across modes, regardless of whether movements are initiated by internal logistics teams or third-party logistics service providers or both.

 

Financial Outlook for Fiscal Year 2022

 

As of January 12, 2022, E2open is providing non-GAAP guidance for the remainder of its full fiscal year 2022, which ends February 28, 2022, as follows:

E2open is increasing its total non-GAAP revenue guidance range to $474 million to $476 million reflecting a 10.2% organic growth rate at the mid-point.
Adjusted EBITDA is expected to be in the range of $161 million to $163 million.
Non-GAAP gross profit margin is expected to be in the range of 70% to 72%.

 

Quarterly Conference Call

 

E2open will host a video webinar today at 5:00 p.m. ET to discuss fiscal third quarter 2022 financial results, in addition to discussing the Company’s outlook for the full fiscal year 2022. The video webinar will be available live on the Investor Relations section of the Company's website at www.e2open.com. A replay will be available within 12 hours after the conclusion of the live event.

 

 


 

About E2open

 

At E2open, we’re creating a more connected, intelligent supply chain. It starts with sensing and responding to real-time demand, supply and delivery constraints. Bringing together data from clients, distribution channels, suppliers, contract manufacturers and logistics partners, our collaborative and agile supply chain platform enables companies to use data in real time, with artificial intelligence and machine learning to drive smarter decisions. All this complex information is delivered in a single view that encompasses your demand, supply, logistics and global trade ecosystems. E2open is changing everything. Demand. Supply. Delivered.TM Visit www.e2open.com.

 

E2open and the E2open logo are registered trademarks of E2open, LLC. Demand. Supply. Delivered. is a trademark of E2open, LLC.

 

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, adjusted EBITDA, adjusted EBITDA margin, non-GAAP gross profit, non-GAAP net income, net debt, and non-GAAP gross margin. These non-GAAP financial measures are not a measure of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity, or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly titled measures used by other companies.

 

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

 

Safe Harbor Statement

 

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

 

Please see the Company's documents filed or to be filed with the Securities and Exchange Commission, including the annual report filed on Form 10-K, and any amendments thereto for a discussion of certain important risk factors that relate to forward-looking statements contained in this press release. The Company

 


 

has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company's control. These and other important factors may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Investor Contact

 

Adam Rogers

E2open

adam.rogers@e2open.com

515-556-1162

 

Media Contact

 

5W PR for E2open

e2open@5wpr.com

718-757-6144

 

 


 

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

Successor

 

 

 

Predecessor

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

Nine Months Ended

 

(In thousands, except per share amounts)

 

November 30, 2021

 

 

 

November 30, 2020

 

 

November 30, 2021

 

 

 

November 30, 2020

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

$

106,969

 

 

 

$

70,374

 

 

$

219,728

 

 

 

$

209,013

 

Professional services

 

 

30,033

 

 

 

 

13,707

 

 

 

61,680

 

 

 

 

40,009

 

Total revenue

 

 

137,002

 

 

 

 

84,081

 

 

 

281,408

 

 

 

 

249,022

 

Cost of Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

30,163

 

 

 

 

15,568

 

 

 

62,917

 

 

 

 

44,566

 

Professional services

 

 

17,587

 

 

 

 

11,346

 

 

 

38,694

 

 

 

 

32,791

 

Amortization of acquired intangible assets

 

 

25,036

 

 

 

 

4,945

 

 

 

48,885

 

 

 

 

15,453

 

Total cost of revenue

 

 

72,786

 

 

 

 

31,859

 

 

 

150,496

 

 

 

 

92,810

 

Gross Profit

 

 

64,216

 

 

 

 

52,222

 

 

 

130,912

 

 

 

 

156,212

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

25,000

 

 

 

 

14,225

 

 

 

56,909

 

 

 

 

43,212

 

Sales and marketing

 

 

18,101

 

 

 

 

12,973

 

 

 

41,789

 

 

 

 

37,275

 

General and administrative

 

 

22,871

 

 

 

 

10,412

 

 

 

49,989

 

 

 

 

30,037

 

Acquisition-related expenses

 

 

33,216

 

 

 

 

5,968

 

 

 

50,168

 

 

 

 

11,354

 

Amortization of acquired intangible assets

 

 

19,470

 

 

 

 

8,451

 

 

 

26,843

 

 

 

 

25,365

 

Total operating expenses

 

 

118,658

 

 

 

 

52,029

 

 

 

225,698

 

 

 

 

147,243

 

(Loss) income from operations

 

 

(54,442

)

 

 

 

193

 

 

 

(94,786

)

 

 

 

8,969

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other expense, net

 

 

(10,769

)

 

 

 

(17,575

)

 

 

(22,004

)

 

 

 

(53,255

)

Change in tax receivable agreement liability

 

 

(1,470

)

 

 

 

 

 

 

(4,606

)

 

 

 

 

Loss from change in fair value of warrant liability

 

 

(7,232

)

 

 

 

 

 

 

(48,448

)

 

 

 

 

Loss from change in fair value of contingent consideration

 

 

(1,140

)

 

 

 

 

 

 

(91,180

)

 

 

 

 

Total other expenses

 

 

(20,611

)

 

 

 

(17,575

)

 

 

(166,238

)

 

 

 

(53,255

)

Loss before income tax expense

 

 

(75,053

)

 

 

 

(17,382

)

 

 

(261,024

)

 

 

 

(44,286

)

Income tax benefit (expense)

 

 

10,764

 

 

 

 

(9,685

)

 

 

3,392

 

 

 

 

(24,073

)

Net loss

 

 

(64,289

)

 

 

$

(27,067

)

 

 

(257,632

)

 

 

$

(68,359

)

Less: Net loss attributable to noncontrolling interest

 

 

(5,072

)

 

 

 

 

 

 

(35,640

)

 

 

 

 

Net loss attributable to E2open Parent Holdings, Inc.

 

$

(59,217

)

 

 

 

 

 

$

(221,992

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.19

)

 

 

 

 

 

$

(0.98

)

 

 

 

 

Diluted

 

$

(0.19

)

 

 

 

 

 

$

(0.98

)

 

 

 

 

 

 


 

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

Successor

 

(In thousands, except share amounts)

 

November 30, 2021

 

 

February 28, 2021

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

56,462

 

 

$

194,717

 

Restricted cash

 

 

15,047

 

 

 

12,825

 

Accounts receivable - net of allowance of $3,224 and $908, respectively

 

 

104,643

 

 

 

112,657

 

Prepaid expenses and other current assets

 

 

28,992

 

 

 

12,643

 

Total current assets

 

 

205,144

 

 

 

332,842

 

Long-term investments

 

 

210

 

 

 

224

 

Goodwill

 

 

3,760,136

 

 

 

2,628,646

 

Intangible assets, net

 

 

1,226,512

 

 

 

824,851

 

Property and equipment, net

 

 

55,778

 

 

 

44,198

 

Operating lease right-of-use assets

 

 

26,553

 

 

 

 

Other noncurrent assets

 

 

14,845

 

 

 

7,416

 

Total assets

 

$

5,289,178

 

 

$

3,838,177

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

112,298

 

 

$

70,233

 

Incentive program payable

 

 

15,047

 

 

 

12,825

 

Deferred revenue

 

 

147,535

 

 

 

89,691

 

Acquisition-related obligations

 

 

2,700

 

 

 

2,000

 

Current portion of notes payable

 

 

9,112

 

 

 

4,405

 

Current portion of operating lease obligations

 

 

6,626

 

 

 

 

Current portion of financing lease obligations

 

 

2,329

 

 

 

4,827

 

Total current liabilities

 

 

295,647

 

 

 

183,981

 

Long-term deferred revenue

 

 

1,848

 

 

 

482

 

Operating lease obligations

 

 

20,784

 

 

 

 

Financing lease obligations

 

 

2,093

 

 

 

6,588

 

Notes payable

 

 

867,523

 

 

 

502,800

 

Tax receivable agreement liability

 

 

67,910

 

 

 

50,114

 

Warrant liability

 

 

117,220

 

 

 

68,772

 

Contingent consideration

 

 

66,988

 

 

 

150,808

 

Deferred taxes

 

 

441,340

 

 

 

396,217

 

Other noncurrent liabilities

 

 

1,020

 

 

 

1,057

 

Total liabilities

 

 

1,882,373

 

 

 

1,360,819

 

Commitments and Contingencies (Note 23)

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

Class A common stock; $0.0001 par value, 2,500,000,000 shares authorized;
    300,415,025 and 187,051,142 issued and 300,238,371 and 187,051,142 outstanding as of
    November 30, 2021 and February 28, 2021

 

 

30

 

 

 

19

 

Class V common stock; $0.0001 par value; 42,747,890 and 40,000,000 shares authorized;
    34,682,435 and 35,636,680 issued and outstanding as of November 30, 2021 and
    February 28, 2021

 

 

 

 

 

 

Series B-1 common stock; $0.0001 par value; 9,000,000 shares authorized; 94 and 8,120,367
    issued and outstanding as of November 30, 2021 and February 28, 2021

 

 

 

 

 

 

Series B-2 common stock; $0.0001 par value; 4,000,000 shares authorized; 3,372,184 issued
    and outstanding as of November 30, 2021 and February 28, 2021

 

 

 

 

 

 

Additional paid-in capital

 

 

3,348,606

 

 

 

2,071,206

 

Accumulated other comprehensive (loss) income

 

 

(28,277

)

 

 

2,388

 

(Accumulated deficit) retained earnings

 

 

(211,192

)

 

 

10,800

 

Treasury stock, at cost: 176,654 shares as of November 30, 2021

 

 

(2,473

)

 

 

 

Total E2open Parent Holdings, Inc. equity

 

 

3,106,694

 

 

 

2,084,413

 

Noncontrolling interest

 

 

300,111

 

 

 

392,945

 

Total stockholders' equity

 

 

3,406,805

 

 

 

2,477,358

 

Total liabilities and stockholders' equity

 

$

5,289,178

 

 

$

3,838,177

 

 

 


 

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Nine Months Ended

 

 

 

Nine Months Ended

 

(In thousands)

 

November 30, 2021

 

 

 

November 30, 2020

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net loss

 

$

(257,632

)

 

 

$

(68,359

)

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

 

 

 

 

 

 

 

Depreciation and amortization

 

 

91,496

 

 

 

 

51,176

 

Amortization of deferred commissions

 

 

861

 

 

 

 

3,121

 

Amortization of debt issuance costs

 

 

2,389

 

 

 

 

3,236

 

Amortization of operating lease right-of-use assets

 

 

8,290

 

 

 

 

 

Share-based and unit-based compensation

 

 

8,534

 

 

 

 

5,953

 

Change in tax receivable agreement liability

 

 

4,606

 

 

 

 

 

Loss from change in fair value of warrant liability

 

 

48,448

 

 

 

 

 

Loss from change in fair value of contingent consideration

 

 

91,180

 

 

 

 

 

(Gain) loss on disposal of property and equipment

 

 

(233

)

 

 

 

35

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable, net

 

 

41,847

 

 

 

 

79,309

 

Prepaid expenses and other current assets

 

 

(7,586

)

 

 

 

(4,765

)

Other noncurrent assets

 

 

(4,489

)

 

 

 

(3,048

)

Accounts payable and accrued liabilities

 

 

5,871

 

 

 

 

(4,335

)

Incentive program payable

 

 

2,222

 

 

 

 

12,392

 

Deferred revenue

 

 

19,927

 

 

 

 

(67,847

)

Changes in other liabilities

 

 

(27,549

)

 

 

 

23,186

 

Net cash provided by operating activities

 

 

28,182

 

 

 

 

30,054

 

Cash flows from investing activities

 

 

 

 

 

 

 

Payments for acquisitions - net of cash acquired

 

 

(774,232

)

 

 

 

 

Capital expenditures

 

 

(24,627

)

 

 

 

(12,048

)

Net cash used in investing activities

 

 

(798,859

)

 

 

 

(12,048

)

Cash flows from financing activities

 

 

 

 

 

 

 

Proceeds from PIPE investment

 

 

300,000

 

 

 

 

 

Offering costs related to issuance of common stock in connection with PIPE investment

 

 

(7,100

)

 

 

 

 

Proceeds from sale of membership units

 

 

 

 

 

 

3,384

 

Proceeds from warrant exercise

 

 

1

 

 

 

 

 

Proceeds from indebtedness

 

 

395,000

 

 

 

 

15,574

 

Repayments of indebtedness

 

 

(18,860

)

 

 

 

(21,891

)

Repayments of financing lease obligations

 

 

(6,457

)

 

 

 

(5,145

)

Repurchase of common stock

 

 

(2,473

)

 

 

 

 

Repurchase of Common Units

 

 

(16,767

)

 

 

 

 

Payments of debt issuance costs

 

 

(10,357

)

 

 

 

 

Net cash provided by (used in) financing activities

 

 

632,987

 

 

 

 

(8,078

)

Effect of exchange rate changes on cash and cash equivalents

 

 

1,657

 

 

 

 

101

 

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

 

 

(136,033

)

 

 

 

10,029

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

207,542

 

 

 

 

48,428

 

Cash, cash equivalents and restricted cash at end of period

 

$

71,509

 

 

 

$

58,457

 

Reconciliation of cash, cash equivalents and restricted cash:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

56,462

 

 

 

$

17,132

 

Restricted cash

 

 

15,047

 

 

 

 

41,325

 

Total cash, cash equivalents and restricted cash

 

$

71,509

 

 

 

$

58,457

 

Supplemental Information - Cash Paid for:

 

 

 

 

 

 

 

Interest

 

$

18,461

 

 

 

$

49,898

 

Income taxes

 

 

2,890

 

 

 

 

1,225

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

Capital expenditures financed under financing lease obligations

 

$

 

 

 

$

11,076

 

Capital expenditures included in accounts payable and accrued liabilities

 

 

2,376

 

 

 

 

25

 

Right-of-use assets obtained in exchange for operating lease obligations

 

 

25,825

 

 

 

 

 

Prepaid software, maintenance and insurance under notes payable

 

 

 

 

 

 

892

 

Conversion of Common Units to Class A Common Stock

 

 

41,727

 

 

 

 

 

Conversion of Series B1 common stock to Class A Common Stock

 

 

175,000

 

 

 

 

 

Business Combination purchase price adjustment

 

 

2,965

 

 

 

 

 

Issuance of common stock for BluJay Acquisition

 

 

730,854

 

 

 

 

 

Deferred taxes related to issuance of common stock for BluJay Acquisition

 

 

36,805

 

 

 

 

 

 

 

 


 

E2OPEN PARENT HOLDINGS, INC.

RECONCILIATION OF NON-GAAP INFORMATION TABLE

(Unaudited)

 

Three Months Ended November 30, 2021

 

(In millions)

GAAP

Def Rev Adj + M&A Costs(1)

Depreciation & Amortization

Share-Based Compensation

Other Adjustments(2)

Non-GAAP

(Adjusted)

REVENUE

 

 

 

 

 

 

Subscriptions

107.0

10.4

-

-

-

117.4

Professional services

30.0

-

-

-

-

30.0

Total revenue

$137.0

$10.4

-

-

-

$147.4

 

 

 

 

 

 

 

COST OF GOODS

 

 

 

 

 

 

Subscriptions

30.2

-

(2.5)

(0.4)

(0.5)

26.9

Professional services

17.6

-

(0.2)

(0.1)

-

17.3

Amortization of acquired intangible assets

25.0

-

(25.0)

-

-

-

Total cost of revenue

$72.8

-

$(27.8)

$(0.5)

$(0.5)

$44.1

 

 

 

 

 

 

 

Gross Profit

$64.2

$10.4

$27.8

$0.5

$0.5

$103.4

 

 

 

 

 

 

 

OPERATING COSTS

 

 

 

 

 

 

Research & development

25.0

-

(2.0)

(0.7)

-

22.3

Sales & marketing

18.1

-

(0.3)

(0.7)

(0.1)

17.1

General & administrative

22.9

-

(1.0)

(2.1)

(1.6)

18.1

Acquisition related expenses

33.2

(33.2)

-

-

-

-

Amortization of acquired intangible assets

19.5

-

(19.5)

-

-

-

Total operating expenses

$118.7

$(33.2)

$(22.7)

$(3.5)

$(1.7)

$57.5

 

 

 

 

 

 

 

EBITDA

$(14.6)

$43.6

$50.5

$4.0

$2.2

$45.9

 

Nine Months Ended November 30, 2021

(In millions)

GAAP

Def Rev Adj + M&A Costs(1)

Depreciation & Amortization

Share-Based Compensation

Other Adjustments(2)

Non-GAAP

(Adjusted)

REVENUE

 

 

 

 

 

 

Subscriptions

219.7

47.1

-

-

-

266.8

Professional services

61.7

-

-

-

-

61.7

Total revenue

$281.4

$47.1

-

-

-

$328.5

 

 

 

 

 

 

 

COST OF GOODS

 

 

 

 

 

 

Subscriptions

62.9

-

(7.2)

(0.7)

(1.1)

53.9

Professional services

38.7

-

(0.8)

(0.3)

-

37.6

Amortization of acquired intangible assets

48.9

-

(48.9)

-

-

-

Total cost of revenue

$150.5

-

$(56.9)

$(1.0)

$(1.1)

$91.6

 

 

 

 

 

 

 

Gross Profit

$130.9

$47.1

$56.9

$1.0

$1.1

$236.9

 

 

 

 

 

 

 

OPERATING COSTS

 

 

 

 

 

 

Research & development

56.9

-

(5.6)

(1.5)

-

49.8

Sales & marketing

41.8

-

(0.9)

(1.6)

(0.2)

39.1

General & administrative

50.0

-

(1.4)

(4.8)

(4.4)

39.4

Acquisition related expenses

50.2

(50.2)

-

-

-

-

Amortization of acquired intangible assets

26.8

-

(26.8)

-

-

-

Total operating expenses

$225.7

$(50.2)

$(34.7)

$(8.0)

$(4.5)

$128.3

 

 

 

 

 

 

 

EBITDA

$(147.4)

$97.3

$91.5

$9.0

$5.6

$108.6

 

 


 

(1)
Non-GAAP revenue adds back amortization of the fair value adjustment to deferred revenue resulting from the business combination as required by GAAP, as well as expenses primarily related to advisory, consulting, accounting and legal expenses incurred in connection with mergers and acquisitions activities, including related valuation, negotiation and integration costs and capital-raising activities, including the Business Combination and the BluJay acquisition.
(2)
Primarily includes non-recurring expenses such as systems integrations, legal entity simplification and advisory fees.

 

 


 

E2OPEN PARENT HOLDINGS, INC.

PRO FORMA RECONCILIATION TABLES

(Unaudited, In Millions)

 

Pro forma revenue reconciliation

 

 

Q3 FY2022

Q3 FY2021

 

 

 

GAAP Subscription revenue

 

$107.0

 

$70.4

 

 

 

Deferred revenue purchase accounting adjustment(1)

 

$10.4

 

-

 

 

 

Non-GAAP Subscription revenue

 

$117.4

 

$70.4

 

 

 

   Pre-acquisition revenue(2)

 

-

 

$35.2

 

 

 

Pro forma Subscription revenue

 

$117.4

 

$105.6

 

 

 

YoY Pro forma subscription revenue growth

 

11.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Professional services revenue

 

 $30.0

 

$13.7

 

 

 

Non-GAAP Professional services revenue

 

$30.0

$13.7