Last10K.com

E2open Parent Holdings, Inc. (ETWO) SEC Filing 8-K Material Event for the period ending Wednesday, April 27, 2022

E2open Parent Holdings, Inc.

CIK: 1800347 Ticker: ETWO

 

Exhibit 99.1

img193701694_0.jpg 

 

 

E2open Announces Fiscal 2022 Fourth Quarter and Full Year Financial Results

Exceeded Guidance for Fiscal Year 2022

Accelerated Subscription Growth Rate in Fiscal 2022

Increases Long-Term Organic Growth Rate from 10%+ to 12%+

 

AUSTIN, Texas – April 27, 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 fourth quarter and full year ended February 28, 2022.

 

"We are proud that the E2open platform is playing a critical role in improving the health and resiliency of the world’s most important supply chains," said Michael Farlekas, chief executive officer at E2open. "E2open’s unified network-based platform that combines data with AI-driven applications is the centerpiece of large, complex digital supply chain transformations."

 

"We are pleased to report strong fourth quarter and fiscal 2022 results, exceeding our annual revenue guidance. We added significant talent and capabilities in transportation and logistics with the acquisition and integration of BluJay Solutions," continued Farlekas. "In fiscal 2023, our non-GAAP subscription revenue growth rate is expected to increase from 9.8% to 11.4% from a base of $354 million in fiscal 2022 as compared to a base of $493 million in fiscal 2023, continuing our pattern of organic growth rate acceleration as we scale. Over 90% of fiscal 2023 subscription revenue is contracted, the net subscription retention has reached 108%, and as a result we are confident that our organic growth rate will again accelerate in 2023, as our guidance indicates."

 

"E2open achieved our long-term organic revenue growth target of over 10% earlier than expected, and as a result, we are increasing the long-term organic growth target to over 12%," said Farlekas. "We are leaning into the very strong demand environment and making incremental go-to-market investments to further increase our growth trajectory and build on the success of our existing growth initiatives and the very long-term nature of our client relationships."

 

Fiscal Fourth Quarter 2022 Financial Highlights

 

NOTE: Refer to Reconciliation of pro forma and non-GAAP Information Tables at the end of this press release for more detail regarding revenue, gross margin, adjusted earnings per share and adjusted EBITDA.

 

Revenue
o
GAAP subscription revenue for the fourth quarter of 2022 grew 79% from the comparable period to $115.8 million. Non-GAAP subscription revenue was $122.3 million or 81.2% of total non-GAAP revenue. Non-GAAP subscription revenue growth was 11.0%. Subscription revenue growth of 11.0% represents growth based on prior year revenue of E2open and BluJay, as if BluJay was acquired on September 1, 2020.

 

o
Total GAAP revenue for fourth quarter of 2022 grew 78.0% from the comparable period to $144.2 million. Total non-GAAP revenue grew at 10.2% to $150.6 million. The revenue growth of 10.2% represents growth based on prior year revenue of E2open and BluJay, as if BluJay was acquired on September 1, 2020.

 


 

 

GAAP gross margin for the fourth quarter of 2022 was 49.7% compared to 52.7% in the comparable period. Non-GAAP gross margin was 71.1% compared to 69.5% in the comparable period.

 

Net Income for the fourth quarter of 2022 was $67.7 million compared to $33.3 million in the comparable period. GAAP earnings per share for the fourth quarter of 2022 was $0.19.

 

Adjusted EBITDA margin for the fourth quarter of 2022 was 35.8% versus an adjusted EBITDA margin of 33.3% in the comparable period of 2021. The prior period adjusted EBITDA margin of 33.3% represents the combination of E2open adjusted EBITDA and BluJay adjusted EBITDA for the period, as if BluJay was acquired on September 1, 2020.

 

Adjusted earnings per share for the fourth quarter of 2022 was $0.08.

 

Fiscal Year 2022 Financial Highlights

 

NOTE: Refer to Reconciliation of pro forma and non-GAAP Information Tables at the end of this press release for more detail regarding revenue, gross margin, unlevered free cash flow, adjusted earnings per share and adjusted EBITDA.

 

Revenue
o
GAAP subscription revenue for fiscal 2022 was $335.5 million. Non-GAAP subscription revenue was $389.1 million. Non-GAAP subscription revenue growth was 9.8%. Subscription revenue growth of 9.8% represents growth based on prior year revenue of E2open and BluJay, as if BluJay was acquired on September 1, 2020.

 

o
Total GAAP revenue for fiscal 2022 was $425.6 million. Total non-GAAP revenue was $479.1 million, over $4 million higher than the mid-point of revenue guidance of $475 million. Non-GAAP revenue growth was 11.1%.

 

Subscription Retention Rate: As of February 28, 2022, E2open’s fiscal 2022 gross retention rate was 94.5%, and the fiscal 2022 net retention rate was 108.0% inclusive of BluJay as if it was acquired on September 1, 2020.

 

GAAP gross margin for fiscal 2022 was 47.6% compared to 60.3% in 2021. Non-GAAP gross margin was 71.8% versus 70.1% when compared to 2021. The prior period non-GAAP gross margin of 70.1% represents the combination of E2open gross profit and BluJay gross profit for the period, as if BluJay was acquired on September 1, 2020.

 

Net loss for fiscal 2022 was $189.9 million compared to $35.1 million in the comparable period. GAAP earnings per share for fiscal 2022 was a loss of $0.68.

 

Adjusted EBITDA margin for 2022 was 33.9% versus an adjusted EBITDA margin of 33.3% in 2021. The prior period adjusted EBITDA margin of 33.3% represents the combination of E2open adjusted EBITDA and BluJay adjusted EBITDA for the period, as if BluJay was acquired on September 1, 2020.

 

Adjusted earnings per share for fiscal 2022 was $0.24, and does not include the pre-acquisition profitability of BluJay.

 

 


 

Cash Flow:

 

o
Cash flow from operations was $51.2 million compared to $14.5 million in the prior year, inclusive of M&A related expenses.
o
Unlevered free cash flow for fiscal year 2022, adjusted for M&A, was $132.6 million which represents 82% of adjusted EBITDA.

 

Recent Business Highlights

E2open recently acquired Logistyx Technologies, expanding our leadership position in global parcel, e-commerce shipping, and fulfillment technology.

 

E2open has expanded its strategic partnership agreement with KPMG, which is building a new E2open practice to help clients transform their enterprise with supply chain technology.

 

In partnership with PayCargo, E2open is helping simplify and speed up global freight payment processes for carriers, forwarders, and shippers as they move goods around the world.

 

E2open continues to build out a new logo sales team to drive performance in organic revenue growth. Nearly 30% of new bookings in the fourth quarter of fiscal 2022 came from new logos, compared to 17% in the fourth quarter of fiscal 2021.

 

Financial Outlook for Fiscal Year 2023

 

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

 

As of April 27, 2022, E2open is providing guidance for its fiscal year 2023, which ends February 28, 2023, as follows:

Fiscal 2023 GAAP Subscription Revenue

GAAP subscription revenue for fiscal 2023 is expected to be in the range of $545 million to $553 million, reflecting a 11.4% organic growth rate at the mid-point.

(in millions)

FY 2022

FY2023 Guidance (2)

GAAP subscription revenue (1)

$389.1

$545 - $553

+41.1%

Actual Growth Rate

 

Proforma subscription revenue (3)

$492.9

$545 - $553

+11.4%

Organic Growth Rate

 

(1)
Fiscal year 2022 subscription revenue is reflected as non-GAAP for comparability purposes.
(2)
Beginning in fiscal 2023, there will not be a GAAP to Non-GAAP revenue adjustment associated with amortization of the purchase accounting fair value adjustment to deferred revenue resulting from the business combination with CC Neuberger Principal Holdings I (CCNB1).
(3)
Includes BluJay and Logistyx pre-acquisition subscription revenue. See Table VI for further detail.

 

Fiscal 2023 GAAP Revenue

GAAP revenue is expected to be in the range of $681 million to $689 million, reflecting an 11.2% organic growth rate at the mid-point.

 


 

(in millions)

FY 2022

FY2023 Guidance (2)

GAAP revenue (1)

$479.1

$681 - $689

+43.0%

Actual growth rate

 

Proforma revenue (3)

$615.9

$681 - $689

+11.2%

Organic growth rate

 

(1)
Fiscal year 2022 revenue is reflected as non-GAAP for comparability purposes.
(2)
Beginning in fiscal 2023, there will not be a GAAP to Non-GAAP revenue adjustment associated with amortization of the purchase accounting fair value adjustment to deferred revenue resulting from the business combination with CCNB1.
(3)
Includes BluJay and Logistyx pre-acquisition revenue. See Table VI for further detail.

 

Fiscal First Quarter 2023 GAAP Subscription Revenue

GAAP subscription revenue for the fiscal first quarter of 2023 is expected to be in the range of $129 million to $131 million, reflecting an 11.1% organic growth rate at the mid-point.

(in millions)

Q1 2022

FY2023 Guidance (2)

GAAP subscription revenue (1)

$73.5

$129 - $131

+76.8%

Actual Growth Rate

 

Proforma subscription revenue (3)

$117.0

$129 - $131

+11.1%

Organic Growth Rate

 

(1)
Q1 2022 revenue is reflected as non-GAAP for comparability purposes.
(2)
Beginning in fiscal 2023, there will not be a GAAP to Non-GAAP revenue adjustment associated with amortization of the purchase accounting fair value adjustment to deferred revenue resulting from the business combination with CCNB1.
(3)
Includes BluJay and Logistyx pre-acquisition subscription revenue. See Table VI for further detail.

 

Fiscal 2023 Non-GAAP Gross Profit Margin

Non-GAAP gross profit margin is expected to be in the range of 69% to 71%.

 

Fiscal 2023 Adjusted EBITDA

The fiscal 2023 adjusted EBITDA was projected at $240 million at the midpoint. To accelerate growth beyond 12%, we are increasing our strategic investments in sales and marketing by $20 million in fiscal 2023. These investments include incremental sales personnel, channel development, and marketing.

(in millions)

FY 2022

 

FY2023

Guidance

Adjusted EBITDA (excl investment spend)

$162.5

$237- $243

Adjusted EBITDA margin (excl investment spend)

33.9%

35% – 36%

Strategic investments sales & marketing

 

$(20)

Proforma Adjusted EBITDA(1) (incl. $20m investment spend)

$196.3

$217 - $223

Proforma Adjusted EBITDA margin

31.9%

32% – 33%

(1)
Includes BluJay and Logistyx pre-acquisition Adjusted EBITDA

 

Adjusted EBITDA is expected to be in the range of $217 million to $223 million, after the strategic investments in sales and marketing, resulting in a 32% to 33% adjusted EBITDA margin for the year.

 

 


 

Quarterly Conference Call

 

E2open will host a video webinar today at 5:00 p.m. ET to discuss fiscal 2022 fourth quarter and full year financial results, in addition to discussing the Company’s outlook for the full fiscal year 2023. 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, 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 earnings per share, and unlevered free cash flow. 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

AVP Investor Relations, E2open

adam.rogers@e2open.com

515-556-1162

 

Media Contact

5W PR for E2open

e2open@5wpr.com

718-757-6144

 

Corporate Contact
Kristin Seigworth
VP Communications, E2open
kristin.seigworth@e2open.com

 

 

 


 

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FISCAL 2022 YEAR

 

 

 

Successor

 

 

 

Predecessor

 

(In thousands, except per share amounts)

 

Fiscal Year Ended February 28, 2022

 

 

February 4, 2021
through
February 28, 2021

 

 

 

March 1, 2020
through
February 3, 2021

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

$

335,532

 

 

$

14,117

 

 

 

$

259,707

 

Professional services and other

 

 

90,029

 

 

 

7,248

 

 

 

 

48,940

 

Total revenue

 

 

425,561

 

 

 

21,365

 

 

 

 

308,647

 

Cost of Revenue

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

93,072

 

 

 

7,823

 

 

 

 

55,602

 

Professional services and other

 

 

56,103

 

 

 

4,324

 

 

 

 

40,466

 

Amortization of acquired intangible assets

 

 

73,801

 

 

 

4,037

 

 

 

 

18,921

 

Total cost of revenue

 

 

222,976

 

 

 

16,184

 

 

 

 

114,989

 

Gross Profit

 

 

202,585

 

 

 

5,181

 

 

 

 

193,658

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

79,700

 

 

 

10,458

 

 

 

 

53,788

 

Sales and marketing

 

 

60,265

 

 

 

8,788

 

 

 

 

46,034

 

General and administrative

 

 

69,922

 

 

 

23,123

 

 

 

 

37,355

 

Acquisition-related expenses

 

 

64,360

 

 

 

4,317

 

 

 

 

14,348

 

Amortization of acquired intangible assets

 

 

46,358

 

 

 

1,249

 

 

 

 

31,275

 

Total operating expenses

 

 

320,605

 

 

 

47,935

 

 

 

 

182,800

 

(Loss) income from operations

 

 

(118,020

)

 

 

(42,754

)

 

 

 

10,858

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

Interest and other expense, net

 

 

(33,663

)

 

 

(1,928

)

 

 

 

(65,469

)

Change in tax receivable agreement liability

 

 

(154

)

 

 

 

 

 

 

 

Gain from change in fair value of warrant liability

 

 

1,633

 

 

 

23,187

 

 

 

 

 

Gain (loss) from change in fair value of contingent
    consideration

 

 

(69,760

)

 

 

33,740

 

 

 

 

 

Total other expenses (income)

 

 

(101,944

)

 

 

54,999

 

 

 

 

(65,469

)

Income (loss) before income tax benefit

 

 

(219,964

)

 

 

12,245

 

 

 

 

(54,611

)

Income tax benefit

 

 

30,050

 

 

 

612

 

 

 

 

6,681

 

Net income (loss)

 

 

(189,914

)

 

 

12,857

 

 

 

$

(47,930

)

Less: Net income (loss) attributable to noncontrolling
    interest

 

 

(24,138

)

 

 

2,057

 

 

 

 

 

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

 

$

(165,776

)

 

$

10,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

 

245,454

 

 

 

187,051

 

 

 

 

 

Diluted

 

 

245,454

 

 

 

222,688

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.68

)

 

$

0.06

 

 

 

 

 

Diluted

 

$

(0.68

)

 

$

0.06

 

 

 

 

 

 

 


 

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FISCAL FOURTH QUARTER 2022

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Successor

 

 

 

Predecessor

 

(In thousands, except per share amounts)

 

Three Months Ended February 28, 2022

 

 

February 4, 2021
through
February 28, 2021

 

 

 

December 1, 2020 through February 3, 2021

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

$

115,804

 

 

$

14,117

 

 

 

$

50,694

 

Professional services and other

 

 

28,349

 

 

 

7,248

 

 

 

 

8,931

 

Total revenue

 

 

144,153

 

 

 

21,365

 

 

 

 

59,625

 

Cost of Revenue

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

30,155

 

 

 

7,823

 

 

 

 

11,036

 

Professional services and other

 

 

17,409

 

 

 

4,324

 

 

 

 

7,675

 

Amortization of acquired intangible assets

 

 

24,916

 

 

 

4,037

 

 

 

 

3,468

 

Total cost of revenue

 

 

72,480

 

 

 

16,184

 

 

 

 

22,179

 

Gross Profit

 

 

71,673

 

 

 

5,181

 

 

 

 

37,446

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

22,791

 

 

 

10,458

 

 

 

 

10,576

 

Sales and marketing

 

 

18,476

 

 

 

8,788

 

 

 

 

8,759

 

General and administrative

 

 

19,933

 

 

 

23,123

 

 

 

 

7,318

 

Acquisition-related expenses

 

 

14,192

 

 

 

4,317

 

 

 

 

2,994

 

Amortization of acquired intangible assets

 

 

19,515

 

 

 

1,249

 

 

 

 

5,910

 

Total operating expenses

 

 

94,907

 

 

 

47,935

 

 

 

 

35,557

 

(Loss) income from operations

 

 

(23,234

)

 

 

(42,754

)

 

 

 

1,889

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

Interest and other expense, net

 

 

(11,659

)

 

 

(1,928

)

 

 

 

(12,214

)

Change in tax receivable agreement liability

 

 

4,452

 

 

 

 

 

 

 

 

Gain from change in fair value of warrant liability

 

 

50,081

 

 

 

23,187

 

 

 

 

 

Gain (loss) from change in fair value of contingent
    consideration

 

 

21,420

 

 

 

33,740

 

 

 

 

 

Total other expenses (income)

 

 

64,294

 

 

 

54,999

 

 

 

 

(12,214

)

Income (loss) before income tax benefit

 

 

41,060

 

 

 

12,245

 

 

 

 

(10,325

)

Income tax benefit

 

 

26,658

 

 

 

612

 

 

 

 

30,754

 

Net income (loss)

 

 

67,718

 

 

 

12,857

 

 

 

$

20,429

 

Less: Net income (loss) attributable to noncontrolling
    interest

 

 

11,502

 

 

 

2,057

 

 

 

 

 

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

 

$

56,216

 

 

$

10,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

 

301,273

 

 

 

187,051

 

 

 

 

 

Diluted

 

 

301,273

 

 

 

222,688

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.19

 

 

$

0.06

 

 

 

 

 

Diluted

 

$

0.19

 

 

$

0.06

 

 

 

 

 

 

 


 

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

Successor

 

 

 

February 28,

 

(In thousands, except share amounts)

 

2022

 

 

2021

 

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

155,481

 

 

$

194,717

 

Restricted cash

 

 

19,073

 

 

 

12,825

 

Accounts receivable, net

 

 

155,341

 

 

 

112,657

 

Prepaid expenses and other current assets

 

 

26,243

 

 

 

12,643

 

Total current assets

 

 

356,138

 

 

 

332,842

 

Long-term investments

 

 

208

 

 

 

224

 

Goodwill

 

 

3,756,871

 

 

 

2,628,646

 

Intangible assets, net

 

 

1,181,390

 

 

 

824,851

 

Property and equipment, net

 

 

65,937

 

 

 

44,198

 

Operating lease right-of-use assets

 

 

28,102

 

 

 

 

Other noncurrent assets

 

 

16,809

 

 

 

7,416

 

Total assets

 

$

5,405,455

 

 

$

3,838,177

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

131,246

 

 

$

70,233

 

Incentive program payable

 

 

19,073

 

 

 

12,825

 

Deferred revenue

 

 

190,992

 

 

 

89,691

 

Acquisition-related obligations

 

 

 

 

 

2,000

 

Current portion of notes payable

 

 

89,097

 

 

 

4,405

 

Current portion of operating lease obligations

 

 

7,652

 

 

 

 

Current portion of financing lease obligations

 

 

2,307

 

 

 

4,827

 

Total current liabilities

 

 

440,367

 

 

 

183,981

 

Long-term deferred revenue

 

 

1,141

 

 

 

482

 

Operating lease obligations

 

 

21,202

 

 

 

 

Financing lease obligations

 

 

1,950

 

 

 

6,588

 

Notes payable

 

 

863,577

 

 

 

502,800

 

Tax receivable agreement liability

 

 

66,590

 

 

 

50,114

 

Warrant liability

 

 

67,139

 

 

 

68,772

 

Contingent consideration

 

 

45,568

 

 

 

150,808

 

Deferred taxes

 

 

413,038

 

 

 

396,217

 

Other noncurrent liabilities

 

 

712

 

 

 

1,057

 

Total liabilities

 

 

1,921,284

 

 

 

1,360,819

 

Commitments and Contingencies

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

Class A common stock

 

 

31

 

 

 

19

 

Class V common stock

 

 

 

 

 

 

Series B-1 common stock

 

 

 

 

 

 

Series B-2 common stock

 

 

 

 

 

 

Additional paid-in capital

 

 

3,362,219

 

 

 

2,071,206

 

Accumulated other comprehensive (loss) income

 

 

(19,019

)

 

 

2,388

 

(Accumulated deficit) retained earnings

 

 

(154,976

)

 

 

10,800

 

Treasury stock, at cost

 

 

(2,473

)

 

 

 

Total E2open Parent Holdings, Inc. equity

 

 

3,185,782

 

 

 

2,084,413

 

Noncontrolling interest

 

 

298,389

 

 

 

392,945

 

Total stockholders' equity

 

 

3,484,171

 

 

 

2,477,358

 

Total liabilities and stockholders' equity

 

$

5,405,455

 

 

$

3,838,177

 

 

 


 

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Successor

 

 

 

Predecessor

 

(In thousands)

 

Fiscal Year Ended February 28, 2022

 

 

February 4, 2021
through
February 28, 2021

 

 

 

March 1, 2020
through
February 3, 2021

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(189,914

)

 

$

12,857

 

 

 

$

(47,930

)

Adjustments to reconcile net (loss) income to net cash from operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

142,609

 

 

 

6,394

 

 

 

 

63,263

 

Amortization of deferred commissions

 

 

1,560

 

 

 

34

 

 

 

 

3,937

 

Provision for credit losses

 

 

1,018

 

 

 

21

 

 

 

 

113

 

Amortization of debt issuance costs

 

 

3,444

 

 

 

206

 

 

 

 

4,007

 

Amortization of operating lease right-of-use assets

 

 

15,649

 

 

 

 

 

 

 

 

Share-based and unit-based compensation

 

 

10,639

 

 

 

33,000

 

 

 

 

7,277

 

Change in tax receivable agreement liability

 

 

154

 

 

 

 

 

 

 

 

Loss from change in fair value of warrant liability

 

 

(1,633

)

 

 

(23,187

)

 

 

 

 

Loss from change in fair value of earn-out liability

 

 

 

 

 

 

 

 

 

 

Loss from change in fair value of contingent consideration

 

 

69,760

 

 

 

(33,740

)

 

 

 

 

(Gain) loss on disposal of property and equipment

 

 

(211

)

 

 

9

 

 

 

 

33

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(9,881

)

 

 

11,493

 

 

 

 

(5,508

)

Prepaid expenses and other current assets

 

 

(9,333

)

 

 

3,622

 

 

 

 

(3,611

)

Other noncurrent assets

 

 

(6,669

)

 

 

11,017

 

 

 

 

(5,410

)

Accounts payable and accrued liabilities

 

 

15,744

 

 

 

(6,648

)

 

 

 

12,456

 

Incentive program payable

 

 

6,248

 

 

 

1,328

 

 

 

 

(17,437

)

Deferred revenue

 

 

62,678

 

 

 

(8,733

)

 

 

 

4,808

 

Changes in other liabilities

 

 

(60,708

)

 

 

(1,872

)

 

 

 

(7,344

)

Net cash provided by operating activities

 

 

51,154

 

 

 

5,801

 

 

 

 

8,654

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

Proceeds withdrawn from Trust Account

 

 

 

 

 

414,053

 

 

 

 

 

Payments for acquisitions - net of cash acquired

 

 

(774,232

)

 

 

(879,907

)

 

 

 

 

Capital expenditures

 

 

(31,776

)

 

 

(1,470

)

 

 

 

(13,990

)

Investment in unconsolidated entity

 

 

(2,500

)

 

 

 

 

 

 

 

Proceeds from disposal of property and equipment

 

 

 

 

 

49

 

 

 

 

 

Net cash used in investing activities

 

 

(808,508

)

 

 

(467,275

)

 

 

 

(13,990

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

Proceeds from PIPE investment

 

 

300,000

 

 

 

 

 

 

 

627,500

 

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

 

 

(7,100

)

 

 

 

 

 

 

 

Proceeds from sale of membership units

 

 

 

 

 

 

 

 

 

3,501

 

Repurchase of membership units, net

 

 

 

 

 

 

 

 

 

 

Proceeds from warrant exercise

 

 

1

 

 

 

 

 

 

 

 

Proceeds from indebtedness

 

 

475,000

 

 

 

 

 

 

 

23,377

 

Repayments of indebtedness

 

 

(21,139

)

 

 

 

 

 

 

(21,891

)

Repayments of financing lease obligations

 

 

(6,457

)

 

 

(468

)

 

 

 

(6,038

)

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

 

 

710,708

 

 

 

(468

)

 

 

 

626,449