As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-253969
PROSPECTUS SUPPLEMENT NO. 13
To Prospectus Dated July 6, 2021
This prospectus supplement amends and supplements the prospectus dated July 6, 2021, as supplemented or amended from time to time (Prospectus), which forms a part of our Registration Statement on Form S-1 (No. 333-253969). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on April 27, 2022 (Current Report). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of (1) 13,799,972 shares of our Class A common stock, par value $0.0001 per share (Class A Common Stock) that may be issued upon exercise of warrants to purchase Class A common stock at an exercise price of $11.50 per share (Public Warrants) issued by CC Neuberger Principal Holdings I (CCNB1) in its initial public offering; (2) 10,280,000 shares of our Class A common stock that may be issued upon exercise of private placement warrants at an exercise price of $11.50 per share that were originally sold to CC Neuberger Principal Holdings Sponsor, LLC (Sponsor) in a private placement consummated simultaneously with CCNB1’s IPO (Private Placement Warrants); and (iii) up to an aggregate of 5,000,000 shares of our Class A Common Stock that may be issued upon the exercise of the forward purchase warrants at an exercise price of $11.50 per share that were issued to the Neuberger Berman Opportunistic Capital Solutions Master Fund LP (NBOKS) in connection with the closing of the Business Combination (as defined below), (Forward Purchase Warrants) and, together with the Public Warrants and Private Placement Warrants, the Warrants.
The Prospectus and this prospectus supplement also relate to the offer and sale, from time to time, by the selling securityholders named in the Prospectus (Selling Holders), or any of their permitted transferees, of (1) up to an aggregate of 10,280,000 shares of our Class A Common Stock underlying the Private Placement Warrants; (2) 5,000,000 shares of Class A Common Stock underlying the Forward Purchase Warrants; (3) 43,289,370 shares of Class A Common Stock issued in the combination of CCNB1 and E2open Holdings, LLC and its operating subsidiaries (E2open Holdings) on February 4, 2021 (Business Combination); (4) 8,120,367 shares of Class A Common Stock issuable upon conversion of an equal number of shares of our Series B-1 common stock, par value $0.0001 per share; (5) 3,372,184 shares of Class A Common Stock issuable upon conversion of an equal number of shares of Series B-2 common stock, par value $0.0001 per share; (6) 35,636,680 shares of Class A Common Stock issuable upon the exchange of common units representing limited liability company interests of E2open Holdings, which are non-voting, economic interests in E2open Holdings (Common Units) and the surrender and cancellation of a corresponding number of shares of Class V common stock, par value $0.0001 per share; (7) 7,007,281 shares of Class A Common Stock issuable upon (a) the conversion of restricted common units into Common Units and (b) the exchange of such Common Units and the surrender and cancellation of a corresponding number of shares of Class V common stock, par value $0.0001 per share; (8) 12,766,286 shares of Class A Common Stock held by the Sponsor and 83,714 shares held by CCNB1’s independent directors; (9) 69,500,000 shares of Class A Common Stock issued in a private placement to certain investors in exchange for $695.0 million (PIPE Investment) in connection with the Business Combination; (10) 6,830 shares of Class A Common Stock granted to one of our directors; and (11) 20,000,000 shares of Class A Common Stock issued to NBOKS for $200.0 million (Forward Purchase Shares) under the Forward Purchase Agreement in connection with the Business Combination. The aggregate number of shares of Class A Common Stock shall be adjusted to include any additional shares of Class A Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.
Our Class A Common Stock and warrants trade on the New York Stock Exchange under the symbols “ETWO” and “ETWO-WT,” respectively. On April 26, 2022, the closing price of our common stock was $7.35 per share and the closing price of our warrants was $1.69 per share.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our securities involves risks that are described in the Risk Factors section beginning on page 31 of the Prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is April 27, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 27, 2022
E2open Parent Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
| 001-39272 |
| 86-1874570 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
9600 Great Hills Trail, Suite 300E |
Austin, TX |
(address of principal executive offices) |
78759 |
(zip code) |
866-432-6736 |
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Class A Common Stock, par value $0.0001 per share |
| ETWO |
| New York Stock Exchange |
Warrants to purchase one share of Class A Common Stock at an exercise price of $11.50 |
| ETWO-WT |
| New York Stock Exchange |
Item 2.02 Results of Operations and Financial Condition.
On April 27, 2022, E2open Parent Holdings, Inc. (the Company) announced its financial results for the three months and fiscal year ended February 28, 2022. 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 Instruction 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 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 |
| Description |
99.1 | — | |
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.
| E2open Parent Holdings, Inc. | |
|
|
|
Date: April 27, 2022 | By: | /s/ Laura L. Fese |
|
| Laura L. Fese |
|
| Executive Vice President and General Counsel |
3
Exhibit 99.1
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 |
|
|
| March 1, 2020 |
| |||
|
| (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 |
|
| (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 |
|
| (24,138 | ) |
|
| 2,057 |
|
|
|
|
| |
Net income (loss) attributable to E2open Parent |
| $ | (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, |
|
|
|
|
|
|
|
|
|
| |||
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 |
|
|
| 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 |
|
| 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 |
|
| 11,502 |
|
|
| 2,057 |
|
|
|
|
| |
Net income (loss) attributable to E2open Parent |
| $ | 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, |
|
|
|
|
|
|
|
|
|
| |||
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 |
|
|
| March 1, 2020 |
| |||
|
| (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 |
|
| (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 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
| 13,658 |
|
|
| 41 |
|
|
|
| (98 | ) |
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
| (32,988 | ) |
|
| (461,901 | ) |
|
|
| 621,015 |
|
Cash, cash equivalents and restricted cash at beginning of year |
|
| 207,542 |
|
|
| 669,443 |
|
|
|
| 48,428 |
|
Cash, cash equivalents and restricted cash at end of year |
| $ | 174,554 |
|
| $ | 207,542 |
|
|
| $ | 669,443 |
|
E2OPEN PARENT HOLDINGS, INC.
RECONCILIATION OF PRO FORMA INFORMATION
TABLE I
($ in millions) | Q4 |
| Q4 |
| $ Var |
| % Var | FY2022 |
| FY2021 (1) |
| $ Var |
| % Var | ||||||
Pro forma revenue reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total GAAP Revenue |
| 144.2 |
|
| 81.0 |
|
| 63.2 |
| 78.0% |
| 425.6 |
|
| 330.0 |
|
| 95.6 |
| 29.0% |
Deferred revenue purchase accounting adjustment (2) |
| 6.5 |
|
| 7.8 |
|
| - |
| - |
| 53.6 |
|
| 7.8 |
|
|
|
| |
BluJay pre-acquisition revenue |
| - |
|
| 47.9 |
|
| - |
| - |
|
|
| 93.3 |
|
|
|
| ||
Total non-GAAP revenue |
| 150.6 |
|
| 136.6 |
|
| 14.0 |
| 10.2% |
| 479.1 |
|
| 431.1 |
|
| 48.0 |
| 11.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
GAAP Subscription Revenue |
| 115.8 |
|
| 64.8 |
|
| 51.0 |
| 78.7% |
| 335.5 |
|
| 273.8 |
|
| 61.6 |
| 22.5% |
Deferred revenue purchase accounting |
| 6.5 |
|
| 7.8 |
| - |
| - | �� | 53.6 |
|
| 7.8 |
|
|
|
| ||
BluJay pre-acquisition revenue |
| - |
|
| 37.6 |
| - |
| - |
|
|
| 72.8 |
|
|
|
| |||
Non-GAAP subscription revenue (3) |
| 122.3 |
|
| 110.2 |
|
| 12.1 |
| 11.0% |
| 389.0 |
|
| 354.4 |
|
| 34.6 |
| 9.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
GAAP Professional Services and |
| 28.3 |
|
| 16.2 |
|
| 12.1 |
| 75.1% |
| 90.0 |
|
| 56.2 |
|
| 33.8 |
| 60.2% |
BluJay pre-acquisition revenue |
| - |
|
| 10.2 |
|
| - |
| - |
|
|
| 20.5 |
|
|
|
| ||
Non-GAAP professional services and |
| 28.3 |
|
| 26.4 |
|
| 1.9 |
| 7.2% |
| 90.0 |
|
| 76.7 |
|
| 13.3 |
| 17.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Pro forma gross profit reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
GAAP Gross profit |
| 71.7 |
|
| 42.6 |
|
| 29.1 |
| 68.2% |
| 202.6 |
|
| 198.8 |
|
| 3.8 |
| 1.9% |
Deferred revenue purchase accounting |
| 6.5 |
|
| 7.8 |
|
| (1.3 | ) | -17.1% |
| 53.6 |
|
| 7.8 |
|
| 45.8 |
| n/m |
Depreciation and amortization |
| 28.1 |
|
| 9.5 |
|
| 18.6 |
| n/m |
| 84.9 |
|
| 29.9 |
|
| 55.0 |
| n/m |
Share-based compensation (4) |
| 0.3 |
|
| 3.4 |
|
| (3.1 | ) | n/m |
| 1.3 |
|
| 3.9 |
|
| (2.6 | ) | -66.8% |
Non-recurring/non-operating costs (5) |
| 0.5 |
|
| 0.1 |
|
| 0.4 |
| n/m |
| 1.6 |
|
| 0.4 |
|
| 1.2 |
| n/m |
Non-GAAP gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
E2open |
| 107.0 |
|
| 63.4 |
|
| 43.6 |
| 68.8% |
| 344.0 |
|
| 240.8 |
|
| 103.2 |
| 42.8% |
BluJay pre-acquisition gross profit |
|
|
| 31.6 |
|
|
|
|
|
|
| 61.5 |
|
|
|
| ||||
Total non-GAAP gross profit |
| 107.0 |
|
| 95.0 |
|
| 12.0 |
| 12.7% |
| 344.0 |
|
| 302.3 |
|
| 41.7 |
| 13.8% |
Non-GAAP Gross Margin % |
| 71.1 | % |
| 69.5 | % |
|
|
|
| 71.8 | % |
| 70.1 | % |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Pro forma adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
| 67.7 |
|
| 33.3 |
|
| 34.4 |
| 103.3% |
| (189.9 | ) |
| (35.1 | ) |
| (154.9 | ) | n/m |
Interest expense, net |
| 10.5 |
|
| 14.1 |
|
| (3.7 | ) | -26.0% |
| 32.6 |
|
| 67.1 |
|
| (34.5 | ) | -51.4% |
Income tax benefit |
| (26.7 | ) |
| (31.4 | ) |
| 4.7 |
| -15.0% |
| (30.1 | ) |
| (7.3 | ) |
| (22.8 | ) | n/m |
Depreciation and amortization |
| 51.1 |
|
| 18.5 |
|
| 32.6 |
| n/m |
| 142.6 |
|
| 69.6 |
|
| 73.0 |
| 104.9% |
EBITDA |
| 102.6 |
|
| 34.6 |
|
| 68.1 |
| n/m |
| (44.7 | ) |
| 94.4 |
|
| (139.1 | ) | n/m |
Deferred revenue purchase accounting |
| 6.5 |
|
| 7.8 |
|
| (1.3 | ) | -17.1% |
| 53.6 |
|
| 7.8 |
|
| 45.8 |
| n/m |
Share-based compensation (4) |
| 2.3 |
|
| 34.4 |
|
| (32.1 | ) | -93.2% |
| 11.3 |
|
| 41.1 |
|
| (29.8 | ) | -72.5% |
Non-recurring/non-operating costs (5) |
| 4.2 |
|
| 1.0 |
|
| 3.2 |
| n/m |
| 9.7 |
|
| 4.4 |
|
| 5.4 |
| n/m |
Acquisition-related adjustments (6) |
| 14.2 |
|
| 7.3 |
|
| 6.9 |
| 94.4% |
| 64.4 |
|
| 18.7 |
|
| 45.6 |
| n/m |
Change in tax receivable agreement |
| (4.5 | ) |
| - |
|
| (4.5 | ) | n/m |
| 0.2 |
|
| - |
|
| 0.2 |
| n/m |
Change in fair value of warrant liability (8) |
| (50.1 | ) |
| (23.2 | ) |
| (26.9 | ) | 115.9% |
| (1.6 | ) |
| (23.2 | ) |
| 21.6 |
| -93.0% |
Change in fair value of contingent |
| (21.4 | ) |
| (33.7 | ) |
| 12.3 |
| -36.4% |
| 69.8 |
|
| (33.7 | ) |
| 103.5 |
| n/m |
Adjusted EBITDA |
| 53.9 |
|
| 28.2 |
|
| 25.7 |
| 91.3% |
| 162.5 |
|
| 109.5 |
|
| 53.0 |
| 48.4% |
BluJay pre-acquisition EBITDA and |
|
|
| 17.3 |
|
|
|
|
|
|
| 34.2 |
|
|
|
| ||||
Total adjusted EBITDA |
| 53.9 |
|
| 45.5 |
|
| 8.4 |
| 18.5% |
| 162.5 |
|
| 143.7 |
|
| 18.8 |
| 13.1% |
Adjusted EBITDA Margin % |
| 35.8 | % |
| 33.3 | % |
|
|
|
| 33.9 | % |
| 33.3 | % |
|
|
| ||
(1)
Non-GAAP proforma inclusive of BluJay, as if acquired on September 1, 2020.
(2)
Non-GAAP revenue adds back amortization of the purchase accounting fair value adjustment to deferred revenue resulting for the business combination as required by GAAP.
(3)
Subscription gross retention rate is calculated by dividing bookings committed for greater than 12 months net of churn, by total bookings committed for greater than 12 months. Net retention is calculated by adding net impact of total bookings committed greater than 12 months less new bookings committed for greater than 12 months related to new logo growth.
(4)
Reflects non-cash, long-term share-based and unit-based compensation expense, primarily related to senior management.
(5)
Primarily includes foreign currency exchange gain and losses and other non-recurring expenses such as systems integrations, legal entity simplification and advisory fees.
(6)
Primarily includes 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 costs related to the Business Combination.
(7)
Represents the expense related to the change in the fair value of the tax receivable agreement liability, including interest.
(8)
Represents the fair value adjustment at each balance sheet date of the warrant liability related to the public, private placement and forward purchase warrants.
(9)
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.
(10)
Includes Revenue and Adjusted EBITDA for BluJay Solutions for the pre-acquisition periods, as well as an adjustment for deferred commissions for adoption of ASC 606.
E2OPEN PARENT HOLDINGS, INC.
RECONCILIATION OF NON-GAAP INFORMATION
TABLE II
Fiscal Fourth Quarter 2022 |
|
|
|
|
|
|
(in millions, except per share amounts) | GAAP | M&A Related(1) & Non-recurring(2) | Depreciation & Amortization | Share-Based Compensation | Non-GAAP (Adjusted) | % of Revenue |
REVENUE |
|
|
|
|
|
|
Subscriptions | 115.8 | 6.5 | - | - | 122.3 |
|
Professional services and other | 28.3 | - | - | - | 28.3 |
|
Total revenue | $144.2 | $6.5 | - | - | $150.6 |
|
|
|
|
|
|
|
|
COST OF GOODS |
|
|
|
|
|
|
Subscriptions | 30.2 | (0.5) | (3.0) | (0.2) | 26.5 | 21.7% |
Professional services and other | 17.4 | - | (0.2) | (0.1) | 17.1 | 60.1% |
Amortization of intangibles | 24.9 | - | (24.9) | - | - |
|
Total cost of revenue | $72.5 | $(0.5) | $(28.1) | $(0.3) | $43.6 | 28.9% |
|
|
|
|
|
|
|
Gross Profit | $71.7 | $7.0 | $28.1 | $0.3 | $107.0 | 71.1% |
|
|
|
|
|
|
|
OPERATING COSTS |
|
|
|
|
|
|
Research & development | 22.8 | - | (2.3) | (0.5) | 19.9 | 13.2% |
Sales & marketing | 18.5 | (0.6) | (0.3) | (0.2) | 17.4 | 11.6% |
General & administrative | 19.9 | (1.9) | (0.9) | (1.4) | 15.8 | 10.5% |
Acquisition related expenses | 14.2 | (14.2) | - | - | - |
|
Amortization of intangibles | 19.5 | - | (19.5) | - | - |
|
Total operating expenses | $94.9 | $(16.7) | $(23.0) | $(2.0) | $53.1 | 35.3% |
|
|
|
|
|
|
|
EBITDA | $(23.2) | $23.7 | $51.1 | $2.3 | $53.9 | 35.8% |
Depreciation |
|
|
|
| (6.7) |
|
Interest and other expense, net |
|
|
|
| (11.7) |
|
Adjusted EBT |
|
|
|
| $35.5 |
|
Normalized income taxes(3) |
|
|
|
| (8.6) |
|
Adjusted net income |
|
|
|
| $26.9 |
|
Adjusted basic shares outstanding(4) |
|
|
|
| 340.9 |
|
Adjusted earnings per share |
|
|
|
| $0.08 |
|
(1)
Revenue adjustment adds back amortization of the fair value adjustment to deferred revenue resulting from the business combination as required by GAAP. Expense adjustments 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.
(3)
Income taxes calculated using 24% effective rate
(4)
Refer to Consolidated Capital Table V
E2OPEN PARENT HOLDINGS, INC.
RECONCILIATION OF NON-GAAP INFORMATION
TABLE III
Fiscal Year Ended February 28, 2022
(in millions, except per share amounts) | GAAP | M&A Related(1) & Non-recurring(2) | Depreciation & Amortization | Share-Based Compensation | Non-GAAP (Adjusted) | % of Revenue |
REVENUE |
|
|
|
|
|
|
Subscriptions | 335.5 | 53.6 | - | - | 389.1 |
|
Professional services and other | 90.0 | - | - | - | 90.0 |
|
Total revenue | $425.6 | $53.6 | - | - | $479.1 |
|
|
|
|
|
|
|
|
COST OF GOODS |
|
|
|
|
|
|
Subscriptions | 93.1 | (1.6) | (10.1) | (0.9) | 80.5 | 20.7% |
Professional services and other | 56.1 | (0.1) | (1.0) | (0.4) | 54.7 | 60.7% |
Amortization of intangibles | 73.8 | - | (73.8) | - | - |
|
Total cost of revenue | $223.0 | $(1.6) | $(84.9) | $(1.3) | $135.1 | 28.2% |
|
|
|
|
|
|
|
Gross Profit | $202.6 | $55.2 | $84.9 | $1.3 | $344.0 | 71.8% |
|
|
|
|
|
|
|
OPERATING COSTS |
|
|
|
|
|
|
Research & development | 79.7 | (0.1) | (7.9) | (2.0) | 69.7 | 14.5% |
Sales & marketing | 60.3 | (0.7) | (1.2) | (1.8) | 56.6 | 11.8% |
General & administrative | 69.9 | (6.3) | (2.2) | (6.2) | 55.2 | 11.5% |
Acquisition related expenses | 64.4 | $(64.4) | - | - | - |
|
Amortization of intangibles | 46.4 |
| (46.4) | - | - |
|
Total operating expenses | $320.6 | $(71.5) | $(57.7) | $(10.0) | $181.5 | 37.9% |
|
|
|
|
|
|
|
EBITDA | $(118.0) | $126.7 | $142.6 | $11.3 | $162.5 | 33.9% |
Depreciation |
|
|
|
| (22.4) |
|
Interest and other expense, net |
|
|
|
| (33.7) |
|
Adjusted EBT |
|
|
|
| $106.4 |
|
Normalized income taxes(3) |
|
|
|
| (23.7) |
|
Adjusted net income |
|
|
|
| $82.7 |
|
Adjusted basic shares outstanding(4) |
|
|
|
| 340.9 |
|
Adjusted earnings per share |
|
|
|
| $0.24 |
|
(1)
Revenue adjustment adds back amortization of the fair value adjustment to deferred revenue resulting from the business combination as required by GAAP. Expense adjustments 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.
(3)
Income taxes calculated using 24% effective rate
(4)
Refer to Consolidated Capital Table V
E2OPEN PARENT HOLDINGS, INC.
UNLEVERED FREE CASH FLOW CONVERSION (1)
TABLE IV
(in millions) | Q1 22 | Q2 22 | Q3 22 | Q4 22 | FY22 |
Non-GAAP revenue | 88.8 | 92.3 | 147.4 | 150.6 | 479.1 |
|
|
|
|
|
|
Adjusted EBITDA | 29.2 | 33.5 | 45.9 | 53.9 | 162.5 |
|
|
|
|
|
|
Capital expenditures | (12.4) | (5.0) | (7.2) | (7.2) | (31.8) |
Less M+A related capital expenditures (2) | 0.5 | 0.2 | 0.4 | 0.8 | 1.9 |
Normalized capital expenditures | (11.9) | (4.8) | (6.8) | (6.4) | (29.9) |
|
|
|
|
|
|
Unlevered Free Cash Flow | $17.3 | $28.7 | $39.1 | $48.5 | $132.6 |
Free Cash Flow % of non-GAAP revenue | 19.5% | 31.1% | 26.5% | 32.2% | 27.7% |
Free Cash Flow % of adjusted EBITDA | 59.2% | 85.7% | 85.2% | 90.0% | 81.6% |
(1) Unlevered free cash flow is a performance metric that illustrates the cash available through the operations of the business after normalized capital expenditures excluding interest, taxes, acquisition-related expenses and non-recurring/non-operating costs. Non-cash expenses are also excluded from this metric. Non-cash expenses include changes in the tax receivable agreement liability, changes in the fair value of warrants, changes in the fair value of contingent consideration and share-based compensation. (2) Primarily includes hardware and software purchases for integrating data center operations of newly acquired companies
| |||||
E2OPEN PARENT HOLDINGS, INC.
CONSOLIDATED CAPITAL
TABLE V
Description |
| Shares (000’s) |
| Notes |
|
| ||||||||
Shares outstanding as of February 28, 2022 |
| 301,360 |
| Shares outstanding as of fourth quarter fiscal 2022 |
|
|
| |||||||
Common Units |
| 33,561 |
| Units issued in the business combination that have not yet been converted from common units in the LLC to Class A shares of E2open Parent Holdings, Inc. (Common units yet to be converted are represented by class V shares) | ||||||||||
Series B-2 shares (unvested) |
| 3,372 |
| Series B-2 shares issued in the acquisition of E2open that vest when the 20-day VWAP reaches $15.00 |
|
| ||||||||
Series 2 common units (unvested) |
| 2,628 |
| Represent rights in the LLC that convert into common units when the 20-day VWAP reaches $15.00. Upon conversion to common units, the holder can elect to convert into Class A common stock |
|
| ||||||||
Adjusted Basic Shares |
| 340,921 |
|
|
|
| ||||||||
|
|
|
|
|
|
| ||||||||
Warrants |
| 29,080 |
| Warrants outstanding as of year-end fiscal 2022 with an exercise price of $11.50 |
|
| ||||||||
Incentive plan options (unvested) |
| 2,524 |
| Options issued to management and directors under E2open’s long-term incentive plan |
|
|
| |||||||
Incentive plan restricted shares (unvested) |
| 2,103 |
| Restricted shares issued to management and directors under E2open’s long-term incentive plan |
|
|
| |||||||
Fully converted shares |
| 374,628 |
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
| ||||||
E2OPEN PARENT HOLDINGS, INC.
RECENT ACQUIRED COMPANIES PRE-ACQUISITION REVENUE AND
PROFORMA REVENUE RECONCILIATION
TABLE VI
BluJay Solutions Fiscal Year 2022 | ||||||
(in millions) | Q1-22 | Q2-22 | Q3-22(1) | Q4-22(1) | FY22 |
|
Subscription | 37.1 | 38.8 | - | - | 75.9 |
|
Professional services and other | 10.8 | 10.0 | - | - | 20.8 |
|
Total revenue | $47.9 | $48.8 | - | - | $96.7 |
|
(1) BluJay revenue for Q3 FY22 and Q4 FY22 are included in E2open revenue for the respective post-acquisition periods | ||||||
Logistyx Technologies Fiscal Year 2022 | ||||||
(in millions) | Q1-22 | Q2-22 | Q3-22 | Q4-22 | FY22 |
|
Subscription | 6.4 | 6.4 | 7.5 | 7.6 | 27.9 |
|
Professional services and other | 3.0 | 3.0 | 3.0 | 3.2 | 12.2 |
|
Total revenue | $9.4 | $9.4 | $10.5 | $10.8 | $40.1 |
|
Fiscal Year 2022 Proforma Non-GAAP Revenue | ||
(in millions) | Subscription | Total |
E2open non-GAAP revenue(1) | 389.1 | 479.1 |
BluJay pre-acquisition revenue | 75.9 | 96.7 |
Logistyx pre-acquisition revenue | 27.9 | 40.1 |
Total revenues | $492.9 | $615.9 |
(1) E2open non-GAAP revenue includes BluJay post-acquisition revenue for the 3rd and 4th quarters of fiscal 2022
| ||