Business Wire | Oct 13, 2021 04:15PM EDT

E2open Announces Fiscal Second Quarter 2022 Financial Results

Oct. 13, 2021

AUSTIN, Texas--(BUSINESS WIRE)--Oct. 13, 2021--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 second quarter 2022 ended August 31, 2021.

"We had a very strong second quarter where we exceeded our plan on revenue, gross margin, and EBITDA. Earlier this year, we announced that we would achieve double-digit organic growth in our fiscal third quarter. We are excited to have achieved this important milestone one quarter early," said Michael Farlekas, chief executive officer of E2open. "Due to our strong performance and accelerating momentum in the first half of our fiscal 2022, we are reaffirming our revenue guidance which we raised on September 1st. We also acquired BluJay Solutions and we are excited to share our combined capabilities with our customers and welcome BluJay's talented team to E2open."

Fiscal Second Quarter 2022 Financial Highlights

NOTE: Non-GAAP revenue adds back amortization of the purchase accounting fair value adjustment to deferred revenue resulting from the business combination with CC Neuberger Principal Holdings I (CCNB1) as required by GAAP. The Company is adding this back to provide better comparability in the calculation of our organic growth rate.

* Revenue: Total GAAP revenue for fiscal second quarter 2022 reached $78.1 million, a decrease of 4.6% from $81.8 million in the fiscal second quarter of 2021. Total non-GAAP revenue was $92.3million, an increase of 12.8% compared to $81.8 million in the fiscal second quarter of 2021. E2open was able to achieve a double-digit organic growth rate one quarter early from previous expectations. GAAP subscription revenue for the fiscal second quarter of 2022 was $61.7 million compared to $69.0 million in the prior year period, a decrease of 10.6%. Fiscal second quarter 2022 non-GAAP subscription revenue was up 10.0% to $75.9 million compared to $69.0 million from the prior fiscal second quarter.

* Gross Profit: Gross profit for the fiscal second quarter of 2022 was $38.5 million, a decrease of 25.4% compared with $51.7 million in the same quarter of 2021. Non-GAAP gross profit for the fiscal second quarter of 2022 was $68.1 million, an increase of 16.5% compared to $58.5 million in the prior year's second quarter.

* Gross Margin: Gross margin was 49.3% versus 63.1% in the fiscal second quarter of 2022 versus 2021, respectively. Non-GAAP gross margin was 73.8% versus 71.5% when compared to fiscal second quarter of 2021.

* EBITDA: EBITDA for the fiscal second quarter of 2022 was $8.8 million compared with $22.8 million in the same quarter of 2021. Adjusted EBITDA was $33.5 million with a margin of 36.3%, an increase from $26.2 million in the fiscal second quarter 2021 with a margin of 32.0%.

* Net Loss: Net loss for the fiscal second quarter of 2022 was $24.0 million compared with a net loss of $17.5 million in the same quarter of 2021.

* Cash flow: Cash provided by operating activities was $41.5 million for the second quarter of fiscal 2022, compared to cash provided by operating activities of $42.0 million in the prior year period.

Variance

Successor Predecessor(in millions) (a) (a) %

Q2 2022 Q2 2021



Subscription Revenue $61.7 $69.0 -10.6%

Deferred revenue purchase accounting 14.2 - -adjustment (b)

Non-GAAP subscription revenue 75.9 69.0 10.0%

Professional Services Revenue 16.4 12.8 27.9%

Non-GAAP Revenue $92.3 $81.8 12.8%



Gross Profit $38.5 $51.7 -25.4%

Gross Profit Margin 49.3% 63.1%

Non-GAAP Gross Profit $68.1 $58.5 16.5%

Non-GAAP Gross Profit Margin (c) 73.8% 71.5%



Adjusted EBITDA $33.5 $26.2 28.1%

Adjusted EBITDA Margin (d) 36.3% 32.0%



Footnotes (see reconciliation table for GAAP to non-GAAP metrics)

(a)

As a result of the combination (Business Combination) of E2open Holdings, LLC and CC Neuberger Principal Holdings, I (CCNB1) on February 4, 2021, the financial results are broken out between the Predecessor period which is prior to February 4, 2021 and the Successor period which is February 4, 2021 and after.

(b)

Non-GAAP revenue adds back amortization of the purchase accounting fair value adjustment to deferred revenue resulting from the business combination as required by GAAP

(c)

Calculated utilizing non-GAAP gross profit as a percentage of non-GAAP revenue.

(d)

Calculated utilizing adjusted EBITDA as a percentage of non-GAAP revenue.

Recent Business Highlights

* With the progress that E2open has made achieving its growth target and to capitalize on the momentum in the marketplace, the company is continuing its investments in sales and marketing, most recently hiring a chief marketing officer.

* E2open closed the acquisition of BluJay Solutions, a leading cloud-based, logistics execution platform on September 1, 2021. The combination will provide more robust capabilities and value to our customers while helping E2open to accelerate long-term growth.

* E2open has entered a strategic partnership with Vizient, the nation's largest member-driven health care services company to bring increased resiliency, transparency, and collaboration to their health care supply chain.

Financial Outlook for Fiscal Year 2022

As of October 13, 2021, E2open is reaffirming its non-GAAP revenue guidance which it raised in conjunction with the BluJay closure on September 1, 2021. E2open is also raising its adjusted EBITDA guidance for its full fiscal year 2022, which ends February 28, 2022, as follows:

Revenue Growth

* Total non-GAAP revenue is expected to be in the range of $470 million to $474 million reflecting a more than 10% growth rate. Refer to the Non-GAAP Revenue Outlook Tables at the end of this press release for more detail.

Footnotes (see reconciliation table for GAAP to non-GAAP metrics)

As a result of the combination (Business Combination) of E2open Holdings, LLC and CC Neuberger Principal Holdings, I (CCNB1) on February 4, 2021,(a) the financial results are broken out between the Predecessor period which is prior to February 4, 2021 and the Successor period which is February 4, 2021 and after.

Non-GAAP revenue adds back amortization of the purchase accounting fair(b) value adjustment to deferred revenue resulting from the business combination as required by GAAP

(c) Calculated utilizing non-GAAP gross profit as a percentage of non-GAAP revenue.

(d) Calculated utilizing adjusted EBITDA as a percentage of non-GAAP revenue.

Recent Business Highlights

* With the progress that E2open has made achieving its growth target and to capitalize on the momentum in the marketplace, the company is continuing its investments in sales and marketing, most recently hiring a chief marketing officer.

* E2open closed the acquisition of BluJay Solutions, a leading cloud-based, logistics execution platform on September 1, 2021. The combination will provide more robust capabilities and value to our customers while helping E2open to accelerate long-term growth.

* E2open has entered a strategic partnership with Vizient, the nation's largest member-driven health care services company to bring increased resiliency, transparency, and collaboration to their health care supply chain.

Financial Outlook for Fiscal Year 2022

As of October 13, 2021, E2open is reaffirming its non-GAAP revenue guidance which it raised in conjunction with the BluJay closure on September 1, 2021. E2open is also raising its adjusted EBITDA guidance for its full fiscal year 2022, which ends February 28, 2022, as follows:

Revenue Growth

* Total non-GAAP revenue is expected to be in the range of $470 million to $474 million reflecting a more than 10% growth rate. Refer to the Non-GAAP Revenue Outlook Tables at the end of this press release for more detail.

Full Year: E2open Full Year + BluJay 2nd Half E2open + BluJay Revenue Revenue($ in millions) Original Pro-forma Previous Reiterated Guidance @ Guidance Guidance 9/1/2021 FY21 FY22 FY22 $ VarE2open $370 $370 $373 - 375 $3 - 5

Growth % 10% 10% 11%

BluJay $188 $96 $97 - 99 $1 - 3

Growth % 6% 3% 6%

Total Company $558 ? $466 $470 - 474 $4 - 8

Growth % 8% 8% 10%

Adjusted EBITDA

* Adjusted EBITDA is expected to be in the range of $161 million to $163 million versus prior guidance of $158 million provided at the announcement of the BluJay transaction. Refer to the Adjusted EBITDA Outlook Table at the end of this press release for more detail.

Full Year: E2open Full Year +($ in millions) E2open + BluJay BluJay 2nd Half Adjusted EBITDA Adjusted EBITDA Original Pro-forma As Reported Revised Guidance Guidance Guidance FY22 FY22 FY22E2open $121 $121

BluJay $63 $32

Total Synergy $20 $5

Total Company $204 ? $158 $161 - 163

Margin 34% 34% 34%

Synergies and Margin

* Total synergies related to the recent BluJay combination are projected to be $25 million compared to $20 million announced previously. The company expects to achieve between 50 to 60% run-rate savings by the end of fiscal 2022. * Non-GAAP gross profit margin is expected to be in the range of 70% to 72%.

Quarterly Conference Call

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

About E2open

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

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

Non-GAAP Financial Measures

This press release includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP") including non-GAAP revenue, non-GAAP subscription revenue, adjusted EBITDA, adjusted EBITDA margin, non-GAAP gross profit, non-GAAP net income, net debt, and non-GAAP gross margin. These non-GAAP financial measures are not a measure of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity, or performance under GAAP. You should be aware that the Company's presentation of these measures may not be comparable to similarly titled measures used by other companies.

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

Safe Harbor Statement

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

Please see the Company's documents filed or to be filed with the Securities and Exchange Commission, including the annual report filed on Form 10-K, and any amendments thereto for a discussion of certain important risk factors that relate to forward-looking statements contained in this press release. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company's control. These and other important factors may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Successor Predecessor Successor Predecessor Three Three Six Months Six Months Months Months Ended Ended Ended Ended(In thousands, except August 31, August 31, August 31, August 31,per share amounts) 2021 2020 2021 2020RevenueSubscriptions $ 61,725 $ 69,035 $ 112,759 $ 138,639

Professional services 16,354 12,782 31,647 26,302

Total revenue 78,079 81,817 144,406 164,941

Cost of RevenueSubscriptions 16,246 14,860 32,754 28,998

Professional services 10,967 10,350 21,107 21,445

Amortization of acquired 12,338 4,947 23,849 10,508 intangible assetTotal cost of revenue 39,551 30,157 77,710 60,951

Gross Profit 38,528 51,660 66,696 103,990

Operating ExpensesResearch and development 16,208 14,356 31,909 28,987

Sales and marketing 11,174 11,992 23,688 24,302

General and 13,401 9,861 27,118 19,625 administrativeAcquisition-related 7,174 2,018 16,952 5,386 expensesAmortization of acquired 3,543 8,447 7,373 16,914 intangible assetsTotal operating expenses 51,500 46,674 107,040 95,214

(Loss) income from (12,972 ) 4,986 (40,344 ) 8,776 operationsOther (expense) incomeInterest and other (6,332 ) (16,308 ) (11,235 ) (35,680 )expense, netChange in tax receivable (637 ) - (3,136 ) - agreement liabilityGain (loss) from change 18,727 - (41,216 ) - in fair value of warrantliabilityLoss from change in fair (16,780 ) - (90,040 ) - value of contingentconsiderationTotal other expenses (5,022 ) (16,308 ) (145,627 ) (35,680 )

Loss before income tax (17,994 ) (11,322 ) (185,971 ) (26,904 )expenseIncome tax expense (5,994 ) (6,218 ) (7,372 ) (14,388 )

Net loss (23,988 ) $ (17,540 ) (193,343 ) $ (41,292 )

Less: Net loss (3,471 ) (30,568 )attributable tononcontrolling interestNet loss attributable to $ (20,517 ) $ (162,775 )E2open Parent Holdings,Inc. Net loss attributable toE2open Parent Holdings,Inc. common shareholdersper share:Basic $ (0.11 ) $ (0.85 )

Diluted $ (0.11 ) $ (0.85 )

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Successor(In thousands, except share amounts)August 31, 2021February 28, 2021(unaudited)AssetsCash and cash equivalents$

473,133

$

194,717

Restricted cash10,553

12,825

Accounts receivable - net of allowance of $801 and $908, respectively67,569

112,657

Prepaid expenses and other current assets19,036

12,643

Total current assets570,291

332,842

Long-term investments219

224

Goodwill2,629,624

2,628,646

Intangible assets, net793,420

824,851

Property and equipment, net47,695

44,198

Operating lease right-of-use assets19,266

-

Other noncurrent assets10,237

7,416

Total assets$

4,070,752

$

3,838,177

Liabilities and Stockholders' EquityAccounts payable and accrued liabilities$

64,431

$

70,233

Incentive program payable10,553

12,825

Deferred revenue107,428

89,691

Payable to sellers280,000

-

Acquisition-related obligations-

2,000

Current portion of notes payable3,999

4,405

Current portion of operating lease obligations4,788

-

Current portion of financing lease obligations2,406

4,827

Total current liabilities473,605

183,981

Long-term deferred revenue2,827

482

Operating lease obligations14,975

-

Financing lease obligations2,211

6,588

Notes payable502,616

502,800

Tax receivable agreement liability63,325

50,114

Warrant liability109,988

68,772

Contingent consideration65,848

150,808

Deferred taxes399,600

396,217

Other noncurrent liabilities1,025

1,057

Total liabilities1,636,020

1,360,819

Commitments and ContingenciesStockholders' EquityClass A common stock; $0.0001 par value, 2,500,000,000 shares authorized;197,751,492 and 187,051,142 issued and outstanding as of August 31, 2021 andFebruary 28, 202120

19

Class V common stock; $0.0001 par value; 42,747,890 and 40,000,000 shares authorized;35,876,893 and 35,636,680 issued and outstanding as of August 31, 2021 andFebruary 28, 2021-

-

Series B-1 common stock; $0.0001 par value; 9,000,000 shares authorized; 94 and 8,120,367issued and outstanding as of August 31, 2021 and February 28, 2021-

-

Series B-2 common stock; $0.0001 par value; 4,000,000 shares authorized; 3,372,184 issuedand outstanding as of August 31, 2021 and February 28, 2021-

-

Additional paid-in capital2,272,139

2,071,206

Accumulated other comprehensive (loss) income(2,660

)

2,388

(Accumulated deficit) retained earnings(151,975

)

10,800

Treasury stock, at cost: 176,654 shares as of August 31, 2021(2,473

)

-

Total E2open Parent Holdings, Inc. equity2,115,051

2,084,413

Noncontrolling interest319,681

392,945

Total stockholders' equity2,434,732

2,477,358

Total liabilities and stockholders' equity$

4,070,752

$

3,838,177

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Successor(In thousands, except share amounts) August 31, February 2021 28, 2021 (unaudited)AssetsCash and cash equivalents $ 473,133 $ 194,717

Restricted cash 10,553 12,825

Accounts receivable - net of allowance of $801 and 67,569 112,657$908, respectivelyPrepaid expenses and other current assets 19,036 12,643

Total current assets 570,291 332,842

Long-term investments 219 224

Goodwill 2,629,624 2,628,646

Intangible assets, net 793,420 824,851

Property and equipment, net 47,695 44,198

Operating lease right-of-use assets 19,266 -

Other noncurrent assets 10,237 7,416

Total assets $ 4,070,752 $ 3,838,177

Liabilities and Stockholders' EquityAccounts payable and accrued liabilities $ 64,431 $ 70,233

Incentive program payable 10,553 12,825

Deferred revenue 107,428 89,691

Payable to sellers 280,000 -

Acquisition-related obligations - 2,000

Current portion of notes payable 3,999 4,405

Current portion of operating lease obligations 4,788 -

Current portion of financing lease obligations 2,406 4,827

Total current liabilities 473,605 183,981

Long-term deferred revenue 2,827 482

Operating lease obligations 14,975 -

Financing lease obligations 2,211 6,588

Notes payable 502,616 502,800

Tax receivable agreement liability 63,325 50,114

Warrant liability 109,988 68,772

Contingent consideration 65,848 150,808

Deferred taxes 399,600 396,217

Other noncurrent liabilities 1,025 1,057

Total liabilities 1,636,020 1,360,819

Commitments and ContingenciesStockholders' EquityClass A common stock; $0.0001 par value,2,500,000,000 shares authorized; 20 19197,751,492 and 187,051,142 issued and outstandingas of August 31, 2021 andFebruary 28, 2021Class V common stock; $0.0001 par value; 42,747,890and 40,000,000 shares authorized; - -35,876,893 and 35,636,680 issued and outstanding asof August 31, 2021 andFebruary 28, 2021Series B-1 common stock; $0.0001 par value;9,000,000 shares authorized; 94 and 8,120,367 - -issued and outstanding as of August 31, 2021 andFebruary 28, 2021Series B-2 common stock; $0.0001 par value;4,000,000 shares authorized; 3,372,184 issued - -and outstanding as of August 31, 2021 and February28, 2021Additional paid-in capital 2,272,139 2,071,206

Accumulated other comprehensive (loss) income (2,660 ) 2,388

(Accumulated deficit) retained earnings (151,975 ) 10,800

Treasury stock, at cost: 176,654 shares as of (2,473 ) -August 31, 2021Total E2open Parent Holdings, Inc. equity 2,115,051 2,084,413

Noncontrolling interest 319,681 392,945

Total stockholders' equity 2,434,732 2,477,358

Total liabilities and stockholders' equity $ 4,070,752 $ 3,838,177

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

SuccessorPredecessorSix Months EndedSix Months Ended(In thousands)August 31, 2021August 31, 2020Cash flows from operating activitiesNet loss$

(193,343

)

$

(41,292

)

Adjustments to reconcile net loss to net cash from operating activities:Depreciation and amortization41,000

33,866

Amortization of deferred commissions410

1,964

Amortization of debt issuance costs1,334

2,158

Amortization of operating lease right-of-use assets3,742

-

Share-based and unit-based compensation4,552

4,017

Change in tax receivable agreement liability3,136

-

Loss from change in fair value of warrant liability41,216

-

Loss from change in fair value of contingent consideration90,040

-

(Gain) loss on disposal of property and equipment(236

)

34

Changes in operating assets and liabilities:Accounts receivable, net45,088

65,733

Prepaid expenses and other current assets(6,401

)

(2,700

)

Other noncurrent assets(3,232

)

(1,925

)

Accounts payable and accrued liabilities(1,453

)

(13,927

)

Incentive program payable(2,272

)

13,126

Deferred revenue20,083

(32,476

)

Changes in other liabilities(2,180

)

13,408

Net cash provided by operating activities41,484

41,986

Cash flows from investing activitiesCapital expenditures(17,372

)

(7,762

)

Net cash used in investing activities(17,372

)

(7,762

)

Cash flows from financing activitiesProceeds from PIPE investment280,000

-

Proceeds from sale of membership units-

1,778

Repayments of indebtedness(1,582

)

(19,667

)

Repayments of financing lease obligations(5,902

)

(2,443

)

Repurchase of common stock(2,473

)

-

Repurchase of Common Units(16,767

)

-

Net cash used in financing activities253,276

(20,332

)

Effect of exchange rate changes on cash and cash equivalents(1,244

)

(448

)

Net increase in cash, cash equivalents and restricted cash276,144

13,444

Cash, cash equivalents and restricted cash at beginning of period207,542

48,428

Cash, cash equivalents and restricted cash at end of period$

483,686

$

61,872

Reconciliation of cash, cash equivalents and restricted cash:Cash and cash equivalents$

473,133

$

19,813

Restricted cash10,553

42,059

Total cash, cash equivalents and restricted cash$

483,686

$

61,872

Supplemental Information - Cash Paid for:Interest$

10,504

$

33,888

Income taxes824

1,146

Non-Cash Investing and Financing Activities:Capital expenditures financed under financing lease obligations$

-

$

11,005

Capital expenditures included in accounts payable and accrued liabilities1,435

10

Right-of-use assets obtained in exchange for operating lease obligations23,008

-

Prepaid software, maintenance and insurance under notes payable-

417

Conversion of Common Units to Class A Common Stock27,228

-

Conversion of Series B1 common stock to Class A Common Stock175,000

-

Business Combination purchase price adjustment2,965

-

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Successor Predecessor Six Months Six Months Ended Ended(In thousands) August 31, August 31, 2021 2020Cash flows from operating activitiesNet loss $ (193,343 ) $ (41,292 )

Adjustments to reconcile net loss to net cash fromoperating activities:Depreciation and amortization 41,000 33,866

Amortization of deferred commissions 410 1,964

Amortization of debt issuance costs 1,334 2,158

Amortization of operating lease right-of-use assets 3,742 -

Share-based and unit-based compensation 4,552 4,017

Change in tax receivable agreement liability 3,136 -

Loss from change in fair value of warrant liability 41,216 -

Loss from change in fair value of contingent 90,040 - consideration(Gain) loss on disposal of property and equipment (236 ) 34

Changes in operating assets and liabilities:Accounts receivable, net 45,088 65,733

Prepaid expenses and other current assets (6,401 ) (2,700 )

Other noncurrent assets (3,232 ) (1,925 )

Accounts payable and accrued liabilities (1,453 ) (13,927 )

Incentive program payable (2,272 ) 13,126

Deferred revenue 20,083 (32,476 )

Changes in other liabilities (2,180 ) 13,408

Net cash provided by operating activities 41,484 41,986

Cash flows from investing activitiesCapital expenditures (17,372 ) (7,762 )

Net cash used in investing activities (17,372 ) (7,762 )

Cash flows from financing activitiesProceeds from PIPE investment 280,000 -

Proceeds from sale of membership units - 1,778

Repayments of indebtedness (1,582 ) (19,667 )

Repayments of financing lease obligations (5,902 ) (2,443 )

Repurchase of common stock (2,473 ) -

Repurchase of Common Units (16,767 ) -

Net cash used in financing activities 253,276 (20,332 )

Effect of exchange rate changes on cash and cash (1,244 ) (448 )equivalentsNet increase in cash, cash equivalents and 276,144 13,444 restricted cashCash, cash equivalents and restricted cash at 207,542 48,428 beginning of periodCash, cash equivalents and restricted cash at end $ 483,686 $ 61,872 of periodReconciliation of cash, cash equivalents andrestricted cash:Cash and cash equivalents $ 473,133 $ 19,813

Restricted cash 10,553 42,059

Total cash, cash equivalents and restricted cash $ 483,686 $ 61,872

Supplemental Information - Cash Paid for:Interest $ 10,504 $ 33,888

Income taxes 824 1,146

Non-Cash Investing and Financing Activities:Capital expenditures financed under financing lease $ - $ 11,005 obligationsCapital expenditures included in accounts payable 1,435 10 and accrued liabilitiesRight-of-use assets obtained in exchange for 23,008 - operating lease obligationsPrepaid software, maintenance and insurance under - 417 notes payableConversion of Common Units to Class A Common Stock 27,228 -

Conversion of Series B1 common stock to Class A 175,000 - Common StockBusiness Combination purchase price adjustment 2,965 -

E2OPEN PARENT HOLDINGS, INC.

RECONCILIATION OF NON-GAAP INFORMATION TABLE

SuccessorPredecessor($ in millions)Three Monthsended August31, 2021Three Monthsended August31, 2020Subscription revenue$

61.7

$

69.0

Professional services revenue16.4

12.8

Revenue78.1

81.8

Deferred revenue purchase accounting adjustment (a)14.2

-

Non-GAAP Revenue92.3

81.8

Gross Profit38.5

51.7

AdjustmentsDeferred revenue purchase accounting adjustment (a)14.2

-

Depreciation expenses2.7

1.7

Amortization of intangible assets12.3

4.9

Share - based compensation (b)0.2

0.1

Non-recurring/non-operating costs (c)0.2

0.1

Non-GAAP Gross Profit68.1

58.5

Gross profit margin49.3

%

63.1

%

Non-GAAP Gross profit margin (d)73.8

%

71.5

%

EBITDA8.8

22.8

AdjustmentsDeferred revenue purchase accounting adjustment (a)14.2

-

Change in fair value of financial instruments (e)(1.9

)

-

Change in tax receivable agreement (f)0.6

-

Acquisition-related adjustments (g)7.1

2.0

Non-recurring/non-operating costs (c)2.1

(0.6

)

Share - based compensation (b)2.5

2.0

Adjusted EBITDA33.5

26.2

EBITDA Margin11.3

%

27.9

%

Adjusted EBITDA Margin (h)36.3

%

32.0

%

E2OPEN PARENT HOLDINGS, INC.

RECONCILIATION OF NON-GAAP INFORMATION TABLE

Successor Predecessor Three Months Three Months($ in millions) ended August ended August 31, 2021 31, 2020Subscription revenue $ 61.7 $ 69.0

Professional services revenue 16.4 12.8

Revenue 78.1 81.8

Deferred revenue purchase accounting adjustment (a) 14.2 -

Non-GAAP Revenue 92.3 81.8

Gross Profit 38.5 51.7

AdjustmentsDeferred revenue purchase accounting adjustment (a) 14.2 -

Depreciation expenses 2.7 1.7

Amortization of intangible assets 12.3 4.9

Share - based compensation (b) 0.2 0.1

Non-recurring/non-operating costs (c) 0.2 0.1

Non-GAAP Gross Profit 68.1 58.5

Gross profit margin 49.3 % 63.1 %

Non-GAAP Gross profit margin (d) 73.8 % 71.5 %

EBITDA 8.8 22.8

AdjustmentsDeferred revenue purchase accounting adjustment (a) 14.2 -

Change in fair value of financial instruments (e) (1.9 ) -

Change in tax receivable agreement (f) 0.6 -

Acquisition-related adjustments (g) 7.1 2.0

Non-recurring/non-operating costs (c) 2.1 (0.6 )

Share - based compensation (b) 2.5 2.0

Adjusted EBITDA 33.5 26.2

EBITDA Margin 11.3 % 27.9 %

Adjusted EBITDA Margin (h) 36.3 % 32.0 %

Footnotes

(a)

Non-GAAP revenue adds back amortization of the purchase accounting fair value adjustment to deferred revenue resulting from the business combination as required by GAAP.

(b)

Reflects non-cash, long-term share-based compensation expense, primarily related to senior management.

(c)

Primarily includes foreign currency exchange gain and losses and other non-recurring expenses such as systems integrations, legal entity simplification, and advisory fees.

(d)

Calculated utilizing non-GAAP gross profit as a percentage of non-GAAP revenue.

(e)

Represents the fair value adjustment at each balance sheet date of the warrant liability related to the public, private placement and forward purchase warrants and 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.

(f)

Represents the expense related to the change in the fair value of the tax receivable agreement liability, including interest.

(g)

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 acquisition of Amber Road, Inc., the Business Combination and the acquisition of BluJay.

(h)

Calculated utilizing adjusted EBITDA as a percentage of non-GAAP revenue.

E2OPEN PARENT HOLDINGS, INC. NON-GAAP REVENUE(1) OUTLOOK($ in millions)

Adjusting for the closing of BluJay on September 1, 2021 (the first day of E2open's fiscal third quarter), the combined company guidance at the time of announcement of the transaction was $466 million of non-GAAP revenue guidance. The total pro forma revenue guidance for the full fiscal year ending February 28, 2022 for the combined business was $558 million.

Footnotes



Non-GAAP revenue adds back amortization of the purchase accounting fair(a) value adjustment to deferred revenue resulting from the business combination as required by GAAP.



(b) Reflects non-cash, long-term share-based compensation expense, primarily related to senior management.



Primarily includes foreign currency exchange gain and losses and other(c) non-recurring expenses such as systems integrations, legal entity simplification, and advisory fees.

(d) Calculated utilizing non-GAAP gross profit as a percentage of non-GAAP revenue.

Represents the fair value adjustment at each balance sheet date of the warrant liability related to the public, private placement and forward(e) purchase warrants and 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.

(f) Represents the expense related to the change in the fair value of the tax receivable agreement liability, including interest.

Primarily includes advisory, consulting, accounting and legal expenses incurred in connection with mergers and acquisitions activities,(g) including related valuation, negotiation and integration costs and capital-raising activities, including costs related to the acquisition of Amber Road, Inc., the Business Combination and the acquisition of BluJay.

(h) Calculated utilizing adjusted EBITDA as a percentage of non-GAAP revenue.

E2OPEN PARENT HOLDINGS, INC. NON-GAAP REVENUE(1) OUTLOOK($ in millions)

Adjusting for the closing of BluJay on September 1, 2021 (the first day of E2open's fiscal third quarter), the combined company guidance at the time of announcement of the transaction was $466 million of non-GAAP revenue guidance. The total pro forma revenue guidance for the full fiscal year ending February 28, 2022 for the combined business was $558 million.

Full Year: E2open Full Year + E2open + BluJay BluJay 2nd Half

Original Pro-forma As Reported Guidance^(2) Guidance^(4)

FY22 FY22

E2open $370^(6) $370^(6)

Growth % 10% 10%



BluJay $188 $96

Growth % 6%^(7) 3%



Total Company $558 ? $466

Growth % 8%^(7) 8%

Fiscal year 2022 non-GAAP revenue guidance on a combined company basis is $470 million to $474 million, an increase of $4 million to $8 million from the $466 million guidance provided at the announcement of the transaction.

E2open Full Year + BluJay 2nd Half

Previous Reiterated Guidance^(5) @ Actual^(3) Guidance^(4) ^ 9/1/2021

FY21 FY22 FY22 $ Var

E2open $338 $370^(6) $373 - 375 $3 - 5

Growth % 10% 11%^(8)



BluJay $93 $96 $97 - 99 $1 - 3

Growth % 3% 6%^(8)



Total Company $431 $466 $470 - 474^(9) $4 - 8

Growth % 8% 10%^(8)

(1)

Non-GAAP revenue adds back amortization of the purchase accounting fair value adjustment to deferred revenue resulting from the business combinations as required by GAAP

(2)

Full pro-forma view of both businesses with E2open fiscal year end February 28 and BluJay fiscal year end March 31

(3)

Reflects non-GAAP full year revenue of E2open and 2nd half of BluJay

(4)

Reflects full year of E2open per our previous guidance and the corresponding 2nd half BluJay guidance given a 9/1/2021 transaction close date

(5)

Reflects full year of E2open and the corresponding 2nd half BluJay revised guidance for full fiscal year 2022 as of the transaction closing September 1, 2021

(6)

Based on the mid-point of non-GAAP revenue guidance reaffirmed on July 14, 2021

(7)

Fiscal year 2022 BluJay and total company growth rate at announcement was 7% and 9% respectively. The updated growth rate of 6% and 8% respectively are due to the over performance of the BluJay's business in fiscal fourth quarter 2021

(8)

Revised guidance growth rate based on mid-point of revised guidance range

(9)

Total company revised non-GAAP revenue midpoint of $472 million equates to $570 million on a full pro forma basis for fiscal year 2022 vs. original pro forma guidance of $558 million

E2OPEN PARENT HOLDINGS, INC. ADJUSTED EBITDA OUTLOOK($ in millions)

Adjusting for the closing of BluJay on September 1, 2021 (the first day of E2open's fiscal third quarter), the combined company guidance at the time of announcement of the transaction was $158 million of adjusted EBITDA. The total pro forma adjusted EBITDA guidance for the full fiscal year ending February 28, 2022 for the combined business was $204 million. We are increasing our like-for-like guidance based on the closing date of the BluJay transaction to $161 million to $163 million.

Non-GAAP revenue adds back amortization of the purchase accounting fair(1) value adjustment to deferred revenue resulting from the business combinations as required by GAAP



(2) Full pro-forma view of both businesses with E2open fiscal year end February 28 and BluJay fiscal year end March 31



(3) Reflects non-GAAP full year revenue of E2open and 2^nd half of BluJay



Reflects full year of E2open per our previous guidance and the(4) corresponding 2^nd half BluJay guidance given a 9/1/2021 transaction close date



Reflects full year of E2open and the corresponding 2^nd half BluJay(5) revised guidance for full fiscal year 2022 as of the transaction closing September 1, 2021



(6) Based on the mid-point of non-GAAP revenue guidance reaffirmed on July 14, 2021



Fiscal year 2022 BluJay and total company growth rate at announcement was(7) 7% and 9% respectively. The updated growth rate of 6% and 8% respectively are due to the over performance of the BluJay's business in fiscal fourth quarter 2021



(8) Revised guidance growth rate based on mid-point of revised guidance range



Total company revised non-GAAP revenue midpoint of $472 million equates to(9) $570 million on a full pro forma basis for fiscal year 2022 vs. original pro forma guidance of $558 million

E2OPEN PARENT HOLDINGS, INC. ADJUSTED EBITDA OUTLOOK($ in millions)

Adjusting for the closing of BluJay on September 1, 2021 (the first day of E2open's fiscal third quarter), the combined company guidance at the time of announcement of the transaction was $158 million of adjusted EBITDA. The total pro forma adjusted EBITDA guidance for the full fiscal year ending February 28, 2022 for the combined business was $204 million. We are increasing our like-for-like guidance based on the closing date of the BluJay transaction to $161 million to $163 million.

Full Year: E2open Full Year + BluJay 2nd Half($ in millions) E2open + BluJay Adjusted EBITDA Adjusted EBITDA

Original Pro-forma As Reported Revised Guidance^(1) Guidance^(3) Guidance

FY22 FY22 FY22

E2open $121^(2) $121^(2)



BluJay $63 $32



Total Synergy $20 $5^(4)



Total Company $204 ? $158 $161 - 163

Margin 34% 34% 34%

(1) Full pro-forma view of both businesses with E2open fiscal year end February 28 and BluJay fiscal year end March 31

(2) Based on the mid-point adjusted EBITDA guidance reaffirmed on July 14, 2021

(3) Reflects full year of E2open per our previous guidance and the corresponding 2nd half BluJay guidance given a 9/1/2021 transaction close date

(4) Reflects the amount projected to be realized in adjusted EBITDA related to the actioned synergies during the second half of fiscal 2022

View source version on businesswire.com: https://www.businesswire.com/news/home/20211013006058/en/

CONTACT: Investor Contact Adam Rogers E2open adam.rogers@e2open.com 515-556-1162 Media Contact WE Communications for E2open e2open@we-worldwide.com 512-527-7029