GAAP subscription revenue of $132.0 million, above midpoint of Q3 guidance range
DALLAS–(BUSINESS WIRE)–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 third quarter ended November 30, 2024.
“During the third quarter, e2open made further progress in putting our company back on a growth path,” said Andrew Appel, e2open chief executive officer. “We significantly improved our retention performance, and we demonstrated the power of our end-to-end software solutions by winning cross-sell and new logo business with clients in a variety of industries. We are honored to be long-term technology partners to so many of the world’s leading global companies.
“To further increase strategic client engagement and accelerate innovation, we have created two new executive roles,” Appel continued. “Pawan Joshi, a visionary supply chain expert and longtime e2open senior leader, has been named chief strategy officer. And Rachit Lohani has joined e2open as chief product and technology officer, bringing an impressive track record of developing world-class SaaS software. These appointments will allow e2open to maximize the growth potential of our deep client relationships and unique technology platform.”
“In Q3 FY25, e2open delivered subscription revenue above the mid-point of our guidance along with strong adjusted EBITDA and cash flow,” said Marje Armstrong, chief financial officer of e2open. “We are modestly narrowing our full year subscription revenue guidance mainly due to U.S. dollar strengthening, while maintaining full year adjusted EBITDA guidance. As we continue our strategic review, our comprehensive return-to-growth plan remains on track.”
Fiscal Third Quarter 2025 Financial Highlights
Recent Business Highlights
Financial Outlook for Fiscal Year 2025
As of January 10, 2025, e2open is updating full year 2025 guidance previously provided on October 9, 2024, and providing fourth quarter 2025 guidance as follows:
Fiscal 2025 and Fiscal Fourth 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 8:30 a.m. ET to review fiscal third 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 588291. 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 January 23, 2025, at 877-481-4010 (domestic) or 919-882-2331 (international). The replay passcode is 51733. An archived webcast of this conference call will also be available after the completion of the call in the “Investor Relations” section of the Company’s website at www.e2open.com.
About e2open
E2open is the connected supply chain software platform that enables the world’s largest companies to transform the way they make, move, and sell goods and services. With the broadest cloud-native global platform purpose-built for modern supply chains, e2open connects more than 480,000 manufacturing, logistics, channel, and distribution partners as one multi-enterprise network tracking over 16 billion transactions annually. Our SaaS platform anticipates disruptions and opportunities to help companies improve efficiency, reduce waste, and operate sustainably. Moving as one.™ Learn More: www.e2open.com.
E2open and “Moving as one.” are the registered trademarks of E2open, LLC. All other trademarks, registered trademarks and service marks are the property of their respective owners.
Non-GAAP Financial Measures
This press release includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) including non-GAAP revenue, non-GAAP subscription revenue, non-GAAP professional services and other revenue, adjusted EBITDA, adjusted EBITDA margin, non-GAAP gross profit, non-GAAP net income, non-GAAP gross margin, adjusted free cash flow and adjusted earnings per share. These non-GAAP financial measures are not a measure of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity, or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly titled measures used by other companies.
The Company believes this non-GAAP measure of financial results provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures.
NOTE: E2open is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures for non-GAAP gross profit margin or adjusted EBITDA without unreasonable effort, and therefore no reconciliation of certain forward-looking non-GAAP financial measures for non-GAAP gross profit margin or adjusted EBITDA is included.
Safe Harbor Statement
Certain statements in this press release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about the Company’s expectations, beliefs, plans, objectives, assumptions, future events or future performance contained in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “outlook,” “guidance” or the negative of those terms or other comparable terminology.
Please see the Company’s documents filed or to be filed with the Securities and Exchange Commission, including the annual report filed on Form 10-K, and any amendments thereto for a discussion of certain important risk factors that relate to forward-looking statements contained in this press release. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. These and other important factors may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
E2OPEN PARENT HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended November 30,
(In thousands, except per share amounts)
2024
2023
Revenue
Subscriptions
$
132,000
$
132,800
Professional services and other
19,655
24,697
Total revenue
151,655
157,497
Cost of Revenue
Subscriptions
35,640
36,689
Professional services and other
16,546
17,642
Amortization of acquired intangible assets
23,727
24,590
Total cost of revenue
75,913
78,921
Gross Profit
75,742
78,576
Operating Expenses
Research and development
23,259
24,937
Sales and marketing
21,529
22,583
General and administrative
20,831
24,739
Acquisition-related expenses
187
9
Amortization of acquired intangible assets
5,611
20,014
Goodwill impairment
369,100
687,700
Intangible asset impairment
10,000
30,000
Total operating expenses
450,517
809,982
Loss from operations
(374,775
)
(731,406
)
Other income (expense)
Interest and other expense, net
(25,423
)
(24,643
)
Gain from change in tax receivable agreement liability
2,530
2,888
Gain from change in fair value of warrant liability
4,893
2,617
Gain from change in fair value of contingent consideration
8,700
5,100
Total other expense
(9,300
)
(14,038
)
Loss before income tax provision
(384,075
)
(745,444
)
Income tax benefit
2,431
5,413
Net loss
(381,644
)
(740,031
)
Less: Net loss attributable to noncontrolling interest
(34,734
)
(72,475
)
Net loss attributable to E2open Parent Holdings, Inc.
$
(346,910
)
$
(667,556
)
Weighted-average common shares outstanding:
Basic
308,904
303,848
Diluted
308,904
303,848
Net loss attributable to E2open Parent Holdings, Inc. common shareholders per share:
Basic
$
(1.12
)
$
(2.20
)
Diluted
$
(1.12
)
$
(2.20
)
E2OPEN PARENT HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
November 30, 2024
February 29, 2024
Assets
Cash and cash equivalents
$
151,213
$
134,478
Restricted cash
17,221
14,560
Accounts receivable, net
133,960
161,556
Prepaid expenses and other current assets
31,159
28,843
Total current assets
333,553
339,437
Goodwill
1,467,584
1,843,477
Intangible assets, net
711,569
841,031
Property and equipment, net
63,045
67,177
Operating lease right-of-use assets
16,627
21,299
Other noncurrent assets
29,766
29,234
Total assets
$
2,622,144
$
3,141,655
Liabilities, Redeemable Share-Based Awards and Stockholders’ Equity
Accounts payable and accrued liabilities
$
77,129
$
90,594
Channel client deposits payable
17,221
14,560
Deferred revenue
187,526
213,138
Current portion of notes payable
11,288
11,272
Current portion of operating lease obligations
6,597
7,378
Current portion of financing lease obligations
2,207
1,448
Income taxes payable
7,360
584
Total current liabilities
309,328
338,974
Long-term deferred revenue
2,581
2,077
Operating lease obligations
12,335
17,372
Financing lease obligations
3,643
3,626
Notes payable
1,032,770
1,037,623
Tax receivable agreement liability
60,627
67,927
Warrant liability
1,660
14,713
Contingent consideration
9,568
18,028
Deferred taxes
41,999
55,586
Other noncurrent liabilities
1,035
602
Total liabilities
1,475,546
1,556,528
Commitments and Contingencies
Redeemable share-based awards
2,481
—
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
3,433,910
3,407,694
Accumulated other comprehensive loss
(54,523
)
(46,835
)
Accumulated deficit
(2,289,338
)
(1,873,703
)
Treasury stock, at cost
(2,473
)
(2,473
)
Total E2open Parent Holdings, Inc. equity
1,087,607
1,484,714
Noncontrolling interest
56,510
100,413
Total stockholders’ equity
1,144,117
1,585,127
Total liabilities, redeemable share-based awards and stockholders’ equity
$
2,622,144
$
3,141,655
E2OPEN PARENT HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended November 30,
(In thousands)
2024
2023
Cash flows from operating activities
Net loss
$
(457,285
)
$
(1,139,544
)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization
144,896
160,758
Amortization of deferred commissions
6,921
4,452
Provision for credit losses
2,087
2,657
Amortization of debt issuance costs
3,961
3,961
Amortization of operating lease right-of-use assets
4,932
5,454
Share-based compensation
35,124
18,728
Deferred income taxes
(13,060
)
(79,791
)
Right-of-use assets impairment charge
576
619
Goodwill impairment charge
369,100
1,097,741
Indefinite-lived intangible asset impairment charge
10,000
34,000
Gain from change in tax receivable agreement liability
(1,464
)
(8,355
)
Gain from change in fair value of warrant liability
(13,053
)
(18,786
)
Gain from change in fair value of contingent consideration
(8,460
)
(15,360
)
Gain on operating lease termination
(126
)
(187
)
Loss (gain) on disposal of property and equipment
135
(16
)
Changes in operating assets and liabilities:
Accounts receivable
25,509
44,822
Prepaid expenses and other current assets
(4,482
)
(3,972
)
Other noncurrent assets
(7,453
)
(7,351
)
Accounts payable and accrued liabilities
(23,676
)
(16,712
)
Channel client deposits payable
2,661
8,349
Deferred revenue
(25,108
)
(27,244
)
Changes in other liabilities
(5,588
)
(7,568
)
Net cash provided by operating activities
46,147
56,655
Cash flows from investing activities
Capital expenditures
(18,465
)
(22,301
)
Net cash used in investing activities
(18,465
)
(22,301
)
Cash flows from financing activities
Repayments of indebtedness
(8,427
)
(8,366
)
Repayments of financing lease obligations
(1,370
)
(2,432
)
Proceeds from exercise of stock options
155
—
Net cash used in financing activities
(9,642
)
(10,798
)
Effect of exchange rate changes on cash and cash equivalents
1,356
2,040
Net increase in cash, cash equivalents and restricted cash
19,396
25,596
Cash, cash equivalents and restricted cash at beginning of period
149,038
104,342
Cash, cash equivalents and restricted cash at end of period
$
168,434
$
129,938
E2OPEN PARENT HOLDINGS, INC.
RECONCILIATION OF PRO FORMA INFORMATION
TABLE I
Fiscal Third Quarter 2025
(in millions)
Q3
Q3
$ Var
% Var
FY2025
FY2024
PRO FORMA REVENUE RECONCILIATION
Total GAAP Revenue
151.7
157.5
(5.8
)
(3.7
%)
Constant currency FX impact (1)
(0.6
)
–
(0.6
)
n/m
Total non-GAAP revenue (constant currency basis) (2)
$
151.0
$
157.5
($
6.5
)
(4.1
%)
GAAP Subscription Revenue
132.0
132.8
(0.8
)
(0.6
%)
Constant currency FX impact (1)
(0.6
)
–
(0.6
)
n/m
Non-GAAP subscription revenue (constant currency basis) (2)
$
131.4
$
132.8
($
1.4
)
(1.0
%)
GAAP Professional Services and other revenue
19.7
24.7
(5.0
)
(20.4
%)
Constant currency FX impact (1)
(0.1
)
–
(0.1
)
n/m
Non-GAAP professional services and other revenue (constant currency basis) (2)
$
19.6
$
24.7
($
5.1
)
(20.6
%)
PRO FORMA GROSS PROFIT RECONCILIATION
GAAP Gross profit
75.7
78.6
(2.8
)
(3.6
%)
Depreciation and amortization
27.0
28.7
(1.7
)
(5.8
%)
Share-based compensation (3)
1.5
1.3
0.2
14.5
%
Non-recurring/non-operating costs (4)
0.0
1.1
(1.1
)
(96.4
%)
Non-GAAP gross profit
$
104.3
$
109.7
($
5.4
)
(4.9
%)
Non-GAAP Gross Margin %
68.8
%
69.6
%
Constant currency FX impact (1)
(0.2
)
–
(0.2
)
n/m
Total non-GAAP gross profit (constant currency basis) (2)
$
104.1
$
109.7
($
5.6
)
(5.1
%)
Non-GAAP Gross Margin % (constant currency basis) (2)
68.9
%
69.6
%
PRO FORMA ADJUSTED EBITDA RECONCILIATION
Net income (loss)
(381.6
)
(740.0
)
358.4
n/m
Interest expense, net
23.4
24.9
(1.5
)
(6.2
%)
Income tax benefit
(2.4
)
(5.4
)
3.0
(55.1
%)
Depreciation and amortization
37.8
53.6
(15.8
)
(29.4
%)
EBITDA
($
322.8
)
($
666.9
)
$
344.1
n/m
Share-based compensation (3)
10.4
6.8
3.6
52.2
%
Non-recurring/non-operating costs (4)
2.8
8.3
(5.4
)
(65.7
%)
Acquisition-related adjustments (5)
0.2
0.0
0.2
n/m
Change in tax receivable agreement liability (6)
(2.5
)
(2.9
)
0.4
(12.5
%)
Change in fair value of warrant liability (7)
(4.9
)
(2.6
)
(2.3
)
86.6
%
Change in fair value of contingent consideration (8)
(8.7
)
(5.1
)
(3.6
)
70.6
%
Goodwill impairment (9)
369.1
687.7
(318.6
)
(46.3
%)
Right-of-use assets & Intangible impairment charge (10)
10.0
30.1
(20.1
)
(66.8
%)
Adjusted EBITDA
$
53.6
$
55.4
($
1.8
)
(3.2
%)
Adjusted EBITDA Margin %
35.3
%
35.1
%
Constant currency FX impact (1)
0.2
–
0.2
n/m
Total adjusted EBITDA (constant currency basis) (2)
$
53.8
$
55.4
($
1.6
)
(2.9
%)
Adjusted EBITDA Margin % (constant currency basis) (2)
35.6
%
35.1
%
(1) Constant Currency refers to pro-forma amounts excluding the impact of translating foreign currencies into U.S. dollars. To calculate foreign currency translation on a constant currency basis, operating results for the current year period for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the exchange rates in effect during the comparable period of the prior year (rather than the actual exchange rates in effect during the current year period).
(2) Constant Currency refers to pro forma amounts excluding translation and transactional impacts from foreign currency exchange rates.
(3) Reflects non-cash, long-term share-based compensation expense.
(4) Primarily includes non-recurring expenses such as the non-acquisition severance related to cost reduction initiatives, reorganizations and executive transition costs; foreign currency transaction gains and losses; systems integrations; legal entity rationalization and non-recurring consulting and advisory fees.
(5) Primarily includes advisory, consulting, accounting and legal expenses incurred in connection with the strategic review.
(6) Represents the fair value adjustment at each balance sheet date for the Tax Receivable Agreement along with the associated interest.
(7) Represents the fair value adjustment at each balance sheet date of the warrant liability related to our warrants.
(8) Represents the fair value adjustment at each balance sheet date of the contingent consideration liability related to the restricted B-2 common stock and Series 2 RCUs.
(9) Represents the goodwill impairment taken in the third quarters of fiscal 2024 and 2025.
(10) The company recognized an intangible impairment charge of $10.0M in Q3 FY25 and $30.0M in Q3 FY24, and a right-of-use asset impairment charge of $0.1M in G&A in Q3 FY24
E2OPEN PARENT HOLDINGS, INC.
RECONCILIATION OF NON-GAAP EXPENSES
TABLE II
Fiscal Third Quarter 2025
(in millions)
GAAP
Non-recurring(1)
Depreciation
&
Amortization
Share-Based
Compensation
Non-GAAP
(Adjusted)
% of Revenue
Impairment
Charges(2)
COST OF GOODS
Subscriptions
35.6
–
–
(3.1)
(0.9)
31.6
23.9%
Professional services and other
16.6
–
–
(0.2)
(0.6)
15.8
80.1%
Amortization of intangibles
23.7
–
–
(23.7)
–
–
Total cost of revenue
$75.9
($0.1)
–
(27.0)
(1.5)
$47.3
31.2%
Gross Profit
$75.7
$0.1
–
$27.0
$1.5
$104.3
68.8%
OPERATING COSTS
Research & development
23.3
(0.2)
–
(4.8)
(1.1)
17.1
11.3%
Sales & marketing
21.5
–
–
(0.2)
(1.7)
19.6
12.9%
General & administrative
20.8
(0.5)
–
(0.2)
(6.1)
14.1
9.3%
Acquisition related expenses
0.2
(0.2)
–
–
–
–
Amortization of intangibles
5.6
–
–
(5.6)
–
–
Intangible impairment charge
10.0
–
(10.0)
–
–
–
Goodwill impairment
369.1
–
(369.1)
–
–
–
Total operating expenses
$450.5
($1.0)
($379.1)
($10.8)
($8.9)
$50.8
33.5%
(1) Primarily includes other non-recurring expenses such as non-acquisition related severance, systems integrations, legal entity rationalization, and non-recurring consulting and advisory fees.
(2) Represents the goodwill impairment and intangible impairment taken in the third quarter of fiscal 2025.
E2OPEN PARENT HOLDINGS, INC.
RECONCILIATION OF ADJUSTED EARNINGS PER SHARE
TABLE III
Fiscal Third Quarter 2025
(in millions, except per share amounts)
Q3 25
GAAP Net income (loss)
(381.6)
Interest expense, net
23.4
Income taxes benefit
(2.4)
Depreciation & amortization
37.8
EBITDA
($322.8)
Share-based compensation
10.4
Non-recurring/non-operating costs
2.8
Acquisition-related adjustments
0.2
Change in tax receivable agreement liability
(2.5)
Change in fair value of warrant liability
(4.9)
Change in fair value of contingent consideration
(8.7)
Goodwill impairment
369.1
Intangible asset impairment charge
10.0
Adjusted EBITDA
$53.6
Depreciation
(8.5)
Interest and other expense, net
(23.4)
Normalized income taxes (1)
(5.2)
Adjusted Net Income
$16.5
Adjusted basic shares outstanding
345.9
Adjusted earnings per share
0.05
(1) Income taxes calculated using 24% effective rate.
E2OPEN PARENT HOLDINGS, INC.
ADJUSTED FREE CASH FLOW
TABLE IV
Fiscal Third Quarter 2025
(in millions)
Q1 25
Q2 25
Q3 25
Q3 YTD
GAAP operating cash flow
35.9
(7.5)
17.7
46.1
Add: Non-recurring cash payments (1)
4.3
2.9
4.0
11.2
Add: Change in channel client deposits payable (2)
(1.2)
(0.9)
(0.6)
(2.7)
Adjusted operating cash flow
$39.1
($5.5)
$21.1
$54.7
Capital expenditures
(6.1)
(6.2)
(6.2)
(18.5)
Adjusted free cash flow
$33.0
($11.6)
$14.9
$36.2
(1) Primarily includes other non-recurring expenses such as non-acquisition related severance, systems integrations, legal entity rationalization, and non-recurring consulting and advisory fees.
(2) Channel Client Deposits Payable represents client deposits for the incentive payment program associated with the Company’s channel shaping application. The Company offers services to administer incentive payments to partners on behalf of the Company’s clients. The Company’s clients deposit these funds into a restricted cash account with an offset included as a liability in incentive program payable in the Consolidated Balance Sheets.
E2OPEN PARENT HOLDINGS, INC.
CONSOLIDATED CAPITAL
TABLE V
Fiscal Third Quarter 2025
Description
Shares (000’s)
Notes
Shares outstanding as of November 30, 2024
309,173
Shares outstanding
Common Units
30,692
Units issued in the Business Combination that have not been converted from common units to Class A common stock (Common units are represented by Class V shares).
Series B-2 Shares (unvested)
3,372
Represents the right to acquire shares of Class A common stock when the 20-day VWAP reaches $15.00 per share.
Restricted Common Units Series 2 (unvested)
2,628
Represents the right in E2open Holdings, LLC that converts into common units when the 20-day VWAP reaches $15.00. Upon conversion to common units, the holders can elect to convert the common units to Class A common stock.
Adjusted Basic Shares
345,865
Warrants
29,080
Outstanding warrants with an exercise price of $11.50.
Options (vested/unreleased and unvested)
6,151
Options issued to management under the long-term incentive plan.
Restricted Shares (vested/unreleased and unvested)
15,937
Restricted shares issued to employees, management and directors under the long-term incentive plan.
Fully Converted Shares
397,033
Investor Contact
Russell Johnson
SVP Treasurer & Investor Relations, e2open
russell.johnson@e2open.com
investor.relations@e2open.com
Media Contact
5W PR for e2open
e2open@5wpr.com
408-504-7707
Corporate Contact
Kristin Seigworth
VP Communications, e2open
kristin.seigworth@e2open.com
pr@e2open.com
Investor Contact
Russell Johnson
SVP Treasurer & Investor Relations, e2open
russell.johnson@e2open.com
investor.relations@e2open.com
Media Contact
5W PR for e2open
e2open@5wpr.com
408-504-7707
Corporate Contact
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