Business Wire | Jan 12, 2022 04:15PM EST

E2open Announces Fiscal Third Quarter 2022 Financial Results

Jan. 12, 2022

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

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

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

Fiscal Third Quarter 2022 Financial Highlights

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

* Revenue Total GAAP revenue for third quarter of 2022 was $137.0 million compared to $84.1 million in the prior period. Total non-GAAP revenue was $147.4 million compared to a non-GAAP pro forma of $129.5 million in the prior third quarter, reflecting non-GAAP revenue growth of 13.8%. The prior period non-GAAP pro forma total revenue of $129.5 million represents the combination of E2open total revenue and BluJay total revenue for the period, as if BluJay was acquired on September 1, 2020. GAAP subscription revenue for the third quarter of 2022 was $107.0 million compared to $70.4 million in the prior period. Non-GAAP subscription revenue was $117.4 million compared to a non-GAAP pro forma of $105.6 million from the prior third quarter, reflecting non-GAAP revenue growth of 11.2%. The prior period non-GAAP pro forma subscription revenue of $105.6 million represents the combination of E2open subscription revenue and BluJay subscription revenue for the period, as if BluJay was acquired on September 1, 2020.

(in millions) Q3 Q3 FY2021^ $ Var % Var FY2022 (1)

Total GAAP Revenue $137.0 $84.1 $52.9 62.9%

Deferred revenue purchase accounting 10.4 - - -adjustment

Pre-acquisition revenue - 45.5 - -

Total non-GAAP Revenue $147.4 $129.5 $17.9 13.8%



GAAP Subscription revenue $107.0 $70.4 $36.6 52.0%

Deferred revenue purchase accounting 10.4 - - -adjustment

Pre-acquisition subscription revenue - 35.2 - -

Non-GAAP Subscription revenue $117.4 $105.6 $11.8 11.2%



GAAP Professional services revenue $30.0 $13.7 $16.3 119.0%

Pre-acquisition professional services - 10.2 - -revenue

Non-GAAP Professional services revenue $30.0 $23.9 $6.1 25.5%

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

* Gross Profit and Gross Margin GAAP gross profit for the third quarter of 2022 was $64.2 million compared to $52.2 million in the comparable quarter of 2021. Non-GAAP gross profit was $103.4 million compared to a non-GAAP pro forma of $89.6 million in the prior year's third quarter. The prior period non-GAAP pro forma gross profit of $89.6 million represents the combination of E2open gross profit and BluJay gross profit for the period, as if BluJay was acquired on September 1, 2020. GAAP gross margin for the third quarter of 2022 was 46.9% compared to 62.1% in the comparable quarter of 2021. Non-GAAP gross margin was 70.1% versus a non-GAAP pro forma of 69.2% when compared to third quarter of 2021. The prior period non-GAAP pro forma gross margin of 69.2% represents the combination of E2open gross profit and BluJay gross profit for the period, as if BluJay was acquired on September 1, 2020.

(in millions) Q3 FY2022 Q3 FY2021^(1) $ Var % Var

Non- GAAP Gross profit

E2open $103.4 $59.7 $43.7 73.2%

Pre-acquisition gross profit - 29.9 -

Total Non-GAAP Gross profit $103.4 $89.6 $13.8 15.4%

Gross margin % 70.1% 69.2%

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

* EBITDA and EBITDA Margin EBITDA for the third quarter of 2022 was -$14.6 million compared with $16.9 million in the comparable quarter of 2021. Adjusted EBITDA was $45.9 million, an increase from non-GAAP pro forma adjusted EBITDA of $45.2 million in the third quarter 2021. The prior period non-GAAP pro forma adjusted EBITDA of $45.2 million represents the combination of E2open adjusted EBITDA and BluJay adjusted EBITDA for the period, as if BluJay was acquired on September 1, 2020. Adjusted EBITDA margin for the third quarter of 2022 was 31.1% versus a non-GAAP pro forma of 34.9% in the comparable quarter of 2021. The prior period non-GAAP pro forma adjusted EBITDA margin of 34.9% represents the combination of E2open adjusted EBITDA margin and BluJay adjusted EBITDA margin for the period, as if BluJay was acquired on September 1, 2020.

(in millions) Q3 FY2022 Q3 FY2021^(1) $ Var % Var

Adjusted EBITDA

E2open $45.9 $28.3 17.6 62.4%

Pre-acquisition adjusted EBITDA - 16.9 - -

Total Adjusted EBITDA $45.9 $45.2 $0.7 1.5%

Adjusted EBITDA margin % 31.1% 34.9%

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

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

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

Recent Business Highlights

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

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

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

Financial Outlook for Fiscal Year 2022

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

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

Quarterly Conference Call

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

About E2open

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

(In thousands, November November November 30, Novemberexcept per share 30, 2021 30, 2020 2021 30, 2020amounts)

Revenue

Subscriptions $ 106,969 $ 70,374 $ 219,728 $ 209,013

Professional 30,033 13,707 61,680 40,009 services

Total revenue 137,002 84,081 281,408 249,022

Cost of Revenue

Subscriptions 30,163 15,568 62,917 44,566

Professional 17,587 11,346 38,694 32,791 services

Amortization ofacquired intangible 25,036 4,945 48,885 15,453 assets

Total cost of 72,786 31,859 150,496 92,810 revenue

Gross Profit 64,216 52,222 130,912 156,212

Operating Expenses

Research and 25,000 14,225 56,909 43,212 development

Sales and marketing 18,101 12,973 41,789 37,275

General and 22,871 10,412 49,989 30,037 administrative

Acquisition-related 33,216 5,968 50,168 11,354 expenses

Amortization ofacquired intangible 19,470 8,451 26,843 25,365 assets

Total operating 118,658 52,029 225,698 147,243 expenses

(Loss) income from (54,442 ) 193 (94,786 ) 8,969 operations

Other expense

Interest and other (10,769 ) (17,575 ) (22,004 ) (53,255 )expense, net

Change in taxreceivable (1,470 ) - (4,606 ) - agreement liability

Loss from change infair value of (7,232 ) - (48,448 ) - warrant liability

Loss from change infair value of (1,140 ) - (91,180 ) - contingentconsideration

Total other (20,611 ) (17,575 ) (166,238 ) (53,255 )expenses

Loss before income (75,053 ) (17,382 ) (261,024 ) (44,286 )tax expense

Income tax benefit 10,764 (9,685 ) 3,392 (24,073 )(expense)

Net loss (64,289 ) $ (27,067 ) (257,632 ) $ (68,359 )

Less: Net lossattributable to (5,072 ) (35,640 ) noncontrollinginterest

Net lossattributable to $ (59,217 ) $ (221,992 ) E2open ParentHoldings, Inc.



Net lossattributable toE2open Parent Holdings, Inc.common shareholdersper share:

Basic $ (0.19 ) $ (0.98 )

Diluted $ (0.19 ) $ (0.98 )

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Successor

(In thousands, except share amounts)

November 30, 2021

February 28, 2021

(unaudited)

Assets

Cash and cash equivalents

$

56,462

$

194,717

Restricted cash

15,047

12,825

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

104,643

112,657

Prepaid expenses and other current assets

28,992

12,643

Total current assets

205,144

332,842

Long-term investments

210

224

Goodwill

3,760,136

2,628,646

Intangible assets, net

1,226,512

824,851

Property and equipment, net

55,778

44,198

Operating lease right-of-use assets

26,553

-

Other noncurrent assets

14,845

7,416

Total assets

$

5,289,178

$

3,838,177

Liabilities and Stockholders' Equity

Accounts payable and accrued liabilities

$

112,298

$

70,233

Incentive program payable

15,047

12,825

Deferred revenue

147,535

89,691

Acquisition-related obligations

2,700

2,000

Current portion of notes payable

9,112

4,405

Current portion of operating lease obligations

6,626

-

Current portion of financing lease obligations

2,329

4,827

Total current liabilities

295,647

183,981

Long-term deferred revenue

1,848

482

Operating lease obligations

20,784

-

Financing lease obligations

2,093

6,588

Notes payable

867,523

502,800

Tax receivable agreement liability

67,910

50,114

Warrant liability

117,220

68,772

Contingent consideration

66,988

150,808

Deferred taxes

441,340

396,217

Other noncurrent liabilities

1,020

1,057

Total liabilities

1,882,373

1,360,819

Commitments and Contingencies (Note 23)

Stockholders' Equity

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

30

19

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

-

-

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

-

-

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

-

-

Additional paid-in capital

3,348,606

2,071,206

Accumulated other comprehensive (loss) income

(28,277

)

2,388

(Accumulated deficit) retained earnings

(211,192

)

10,800

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

(2,473

)

-

Total E2open Parent Holdings, Inc. equity

3,106,694

2,084,413

Noncontrolling interest

300,111

392,945

Total stockholders' equity

3,406,805

2,477,358

Total liabilities and stockholders' equity

$

5,289,178

$

3,838,177

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Successor

(In thousands, except share amounts) November 30, February 2021 28, 2021

(unaudited)

Assets

Cash and cash equivalents $ 56,462 $ 194,717

Restricted cash 15,047 12,825

Accounts receivable - net of allowance of 104,643 112,657 $3,224 and $908, respectively

Prepaid expenses and other current assets 28,992 12,643

Total current assets 205,144 332,842

Long-term investments 210 224

Goodwill 3,760,136 2,628,646

Intangible assets, net 1,226,512 824,851

Property and equipment, net 55,778 44,198

Operating lease right-of-use assets 26,553 -

Other noncurrent assets 14,845 7,416

Total assets $ 5,289,178 $ 3,838,177

Liabilities and Stockholders' Equity

Accounts payable and accrued liabilities $ 112,298 $ 70,233

Incentive program payable 15,047 12,825

Deferred revenue 147,535 89,691

Acquisition-related obligations 2,700 2,000

Current portion of notes payable 9,112 4,405

Current portion of operating lease obligations 6,626 -

Current portion of financing lease obligations 2,329 4,827

Total current liabilities 295,647 183,981

Long-term deferred revenue 1,848 482

Operating lease obligations 20,784 -

Financing lease obligations 2,093 6,588

Notes payable 867,523 502,800

Tax receivable agreement liability 67,910 50,114

Warrant liability 117,220 68,772

Contingent consideration 66,988 150,808

Deferred taxes 441,340 396,217

Other noncurrent liabilities 1,020 1,057

Total liabilities 1,882,373 1,360,819

Commitments and Contingencies (Note 23)

Stockholders' Equity

Class A common stock; $0.0001 par value,2,500,000,000 shares authorized; 300,415,025and 187,051,142 issued and 300,238,371 and 30 19 187,051,142 outstanding as of November 30, 2021and February 28, 2021

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

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

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

Additional paid-in capital 3,348,606 2,071,206

Accumulated other comprehensive (loss) income (28,277 ) 2,388

(Accumulated deficit) retained earnings (211,192 ) 10,800

Treasury stock, at cost: 176,654 shares as of (2,473 ) - November 30, 2021

Total E2open Parent Holdings, Inc. equity 3,106,694 2,084,413

Noncontrolling interest 300,111 392,945

Total stockholders' equity 3,406,805 2,477,358

Total liabilities and stockholders' equity $ 5,289,178 $ 3,838,177

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Successor

Predecessor

Nine Months Ended

Nine Months Ended

(In thousands)

November 30, 2021

November 30, 2020

Cash flows from operating activities

Net loss

$

(257,632

)

$

(68,359

)

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

Depreciation and amortization

91,496

51,176

Amortization of deferred commissions

861

3,121

Amortization of debt issuance costs

2,389

3,236

Amortization of operating lease right-of-use assets

8,290

-

Share-based and unit-based compensation

8,534

5,953

Change in tax receivable agreement liability

4,606

-

Loss from change in fair value of warrant liability

48,448

-

Loss from change in fair value of contingent consideration

91,180

-

(Gain) loss on disposal of property and equipment

(233

)

35

Changes in operating assets and liabilities:

Accounts receivable, net

41,847

79,309

Prepaid expenses and other current assets

(7,586

)

(4,765

)

Other noncurrent assets

(4,489

)

(3,048

)

Accounts payable and accrued liabilities

5,871

(4,335

)

Incentive program payable

2,222

12,392

Deferred revenue

19,927

(67,847

)

Changes in other liabilities

(27,549

)

23,186

Net cash provided by operating activities

28,182

30,054

Cash flows from investing activities

Payments for acquisitions - net of cash acquired

(774,232

)

-

Capital expenditures

(24,627

)

(12,048

)

Net cash used in investing activities

(798,859

)

(12,048

)

Cash flows from financing activities

Proceeds from PIPE investment

300,000

-

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

(7,100

)

-

Proceeds from sale of membership units

-

3,384

Proceeds from warrant exercise

1

-

Proceeds from indebtedness

395,000

15,574

Repayments of indebtedness

(18,860

)

(21,891

)

Repayments of financing lease obligations

(6,457

)

(5,145

)

Repurchase of common stock

(2,473

)

-

Repurchase of Common Units

(16,767

)

-

Payments of debt issuance costs

(10,357

)

-

Net cash provided by (used in) financing activities

632,987

(8,078

)

Effect of exchange rate changes on cash and cash equivalents

1,657

101

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

(136,033

)

10,029

Cash, cash equivalents and restricted cash at beginning of period

207,542

48,428

Cash, cash equivalents and restricted cash at end of period

$

71,509

$

58,457

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents

$

56,462

$

17,132

Restricted cash

15,047

41,325

Total cash, cash equivalents and restricted cash

$

71,509

$

58,457

Supplemental Information - Cash Paid for:

Interest

$

18,461

$

49,898

Income taxes

2,890

1,225

Non-Cash Investing and Financing Activities:

Capital expenditures financed under financing lease obligations

$

-

$

11,076

Capital expenditures included in accounts payable and accrued liabilities

2,376

25

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

25,825

-

Prepaid software, maintenance and insurance under notes payable

-

892

Conversion of Common Units to Class A Common Stock

41,727

-

Conversion of Series B1 common stock to Class A Common Stock

175,000

-

Business Combination purchase price adjustment

2,965

-

Issuance of common stock for BluJay Acquisition

730,854

-

Deferred taxes related to issuance of common stock for BluJay Acquisition

36,805

-

E2OPEN PARENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Successor Predecessor

Nine Months Nine Months Ended Ended

(In thousands) November 30, November 2021 30, 2020

Cash flows from operating activities

Net loss $ (257,632 ) $ (68,359 )

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

Depreciation and amortization 91,496 51,176

Amortization of deferred commissions 861 3,121

Amortization of debt issuance costs 2,389 3,236

Amortization of operating lease right-of-use 8,290 - assets

Share-based and unit-based compensation 8,534 5,953

Change in tax receivable agreement liability 4,606 -

Loss from change in fair value of warrant 48,448 - liability

Loss from change in fair value of contingent 91,180 - consideration

(Gain) loss on disposal of property and equipment (233 ) 35

Changes in operating assets and liabilities:

Accounts receivable, net 41,847 79,309

Prepaid expenses and other current assets (7,586 ) (4,765 )

Other noncurrent assets (4,489 ) (3,048 )

Accounts payable and accrued liabilities 5,871 (4,335 )

Incentive program payable 2,222 12,392

Deferred revenue 19,927 (67,847 )

Changes in other liabilities (27,549 ) 23,186

Net cash provided by operating activities 28,182 30,054

Cash flows from investing activities

Payments for acquisitions - net of cash acquired (774,232 ) -

Capital expenditures (24,627 ) (12,048 )

Net cash used in investing activities (798,859 ) (12,048 )

Cash flows from financing activities

Proceeds from PIPE investment 300,000 -

Offering costs related to issuance of common stock (7,100 ) - in connection with PIPE investment

Proceeds from sale of membership units - 3,384

Proceeds from warrant exercise 1 -

Proceeds from indebtedness 395,000 15,574

Repayments of indebtedness (18,860 ) (21,891 )

Repayments of financing lease obligations (6,457 ) (5,145 )

Repurchase of common stock (2,473 ) -

Repurchase of Common Units (16,767 ) -

Payments of debt issuance costs (10,357 ) -

Net cash provided by (used in) financing 632,987 (8,078 )activities

Effect of exchange rate changes on cash and cash 1,657 101 equivalents

Net (decrease) increase in cash, cash equivalents (136,033 ) 10,029 and restricted cash

Cash, cash equivalents and restricted cash at 207,542 48,428 beginning of period

Cash, cash equivalents and restricted cash at end $ 71,509 $ 58,457 of period

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents $ 56,462 $ 17,132

Restricted cash 15,047 41,325

Total cash, cash equivalents and restricted cash $ 71,509 $ 58,457

Supplemental Information - Cash Paid for:

Interest $ 18,461 $ 49,898

Income taxes 2,890 1,225

Non-Cash Investing and Financing Activities:

Capital expenditures financed under financing $ - $ 11,076 lease obligations

Capital expenditures included in accounts payable 2,376 25 and accrued liabilities

Right-of-use assets obtained in exchange for 25,825 - operating lease obligations

Prepaid software, maintenance and insurance under - 892 notes payable

Conversion of Common Units to Class A Common Stock 41,727 -

Conversion of Series B1 common stock to Class A 175,000 - Common Stock

Business Combination purchase price adjustment 2,965 -

Issuance of common stock for BluJay Acquisition 730,854 -

Deferred taxes related to issuance of common stock 36,805 -for BluJay Acquisition

E2OPEN PARENT HOLDINGS, INC.

RECONCILIATION OF NON-GAAP INFORMATION TABLE

(Unaudited)

Three Months Ended November 30, 2021

(In millions)

GAAP

Def Rev Adj + M&A Costs(1)

Depreciation & Amortization

Share-Based Compensation

Other Adjustments(2)

Non-GAAP

(Adjusted)

REVENUE

Subscriptions

107.0

10.4

-

-

-

117.4

Professional services

30.0

-

-

-

-

30.0

Total revenue

$137.0

$10.4

-

-

-

$147.4

COST OF GOODS

Subscriptions

30.2

-

(2.5)

(0.4)

(0.5)

26.9

Professional services

17.6

-

(0.2)

(0.1)

-

17.3

Amortization of acquired intangible assets

25.0

-

(25.0)

-

-

-

Total cost of revenue

$72.8

-

$(27.8)

$(0.5)

$(0.5)

$44.1

Gross Profit

$64.2

$10.4

$27.8

$0.5

$0.5

$103.4

OPERATING COSTS

Research & development

25.0

-

(2.0)

(0.7)

-

22.3

Sales & marketing

18.1

-

(0.3)

(0.7)

(0.1)

17.1

General & administrative

22.9

-

(1.0)

(2.1)

(1.6)

18.1

Acquisition related expenses

33.2

(33.2)

-

-

-

-

Amortization of acquired intangible assets

19.5

-

(19.5)

-

-

-

Total operating expenses

$118.7

$(33.2)

$(22.7)

$(3.5)

$(1.7)

$57.5

EBITDA

$(14.6)

$43.6

$50.5

$4.0

$2.2

$45.9

E2OPEN PARENT HOLDINGS, INC.

RECONCILIATION OF NON-GAAP INFORMATION TABLE

(Unaudited)

Three Months Ended November 30, 2021

Def Rev Depreciation Other Non-GAAP(In millions) GAAP Adj + M& & Share-Based Adjustments A Costs^ Amortization Compensation ^(2) (Adjusted) (1)

REVENUE

Subscriptions 107.0 10.4 - - - 117.4

Professional 30.0 - - - - 30.0services

Total revenue $137.0 $10.4 - - - $147.4



COST OF GOODS

Subscriptions 30.2 - (2.5) (0.4) (0.5) 26.9

Professional 17.6 - (0.2) (0.1) - 17.3services

Amortizationof acquired 25.0 - (25.0) - - -intangibleassets

Total cost of $72.8 - $(27.8) $(0.5) $(0.5) $44.1revenue



Gross Profit $64.2 $10.4 $27.8 $0.5 $0.5 $103.4



OPERATING COSTS

Research & 25.0 - (2.0) (0.7) - 22.3development

Sales & 18.1 - (0.3) (0.7) (0.1) 17.1marketing

General & 22.9 - (1.0) (2.1) (1.6) 18.1administrative

Acquisitionrelated 33.2 (33.2) - - - -expenses

Amortizationof acquired 19.5 - (19.5) - - -intangibleassets

Totaloperating $118.7 $(33.2) $(22.7) $(3.5) $(1.7) $57.5expenses



EBITDA $ $43.6 $50.5 $4.0 $2.2 $45.9 (14.6)

Nine Months Ended November 30, 2021

(In millions)

GAAP

Def Rev Adj + M&A Costs(1)

Depreciation & Amortization

Share-Based Compensation

Other Adjustments(2)

Non-GAAP

(Adjusted)

REVENUE

Subscriptions

219.7

47.1

-

-

-

266.8

Professional services

61.7

-

-

-

-

61.7

Total revenue

$281.4

$47.1

-

-

-

$328.5

COST OF GOODS

Subscriptions

62.9

-

(7.2)

(0.7)

(1.1)

53.9

Professional services

38.7

-

(0.8)

(0.3)

-

37.6

Amortization of acquired intangible assets

48.9

-

(48.9)

-

-

-

Total cost of revenue

$150.5

-

$(56.9)

$(1.0)

$(1.1)

$91.6

Gross Profit

$130.9

$47.1

$56.9

$1.0

$1.1

$236.9

OPERATING COSTS

Research & development

56.9

-

(5.6)

(1.5)

-

49.8

Sales & marketing

41.8

-

(0.9)

(1.6)

(0.2)

39.1

General & administrative

50.0

-

(1.4)

(4.8)

(4.4)

39.4

Acquisition related expenses

50.2

(50.2)

-

-

-

-

Amortization of acquired intangible assets

26.8

-

(26.8)

-

-

-

Total operating expenses

$225.7

$(50.2)

$(34.7)

$(8.0)

$(4.5)

$128.3

EBITDA

$(147.4)

$97.3

$91.5

$9.0

$5.6

$108.6

Nine Months Ended November 30, 2021

Def Rev Adj + M Depreciation Share-Based Other Non-GAAP(In millions) GAAP &A & Compensation Adjustments Costs^ Amortization ^(2) (Adjusted) (1)

REVENUE

Subscriptions 219.7 47.1 - - - 266.8

Professional 61.7 - - - - 61.7services

Total revenue $281.4 $47.1 - - - $328.5



COST OF GOODS

Subscriptions 62.9 - (7.2) (0.7) (1.1) 53.9

Professional 38.7 - (0.8) (0.3) - 37.6services

Amortizationof acquired 48.9 - (48.9) - - -intangibleassets

Total cost of $150.5 - $(56.9) $(1.0) $(1.1) $91.6revenue



Gross Profit $130.9 $47.1 $56.9 $1.0 $1.1 $236.9



OPERATING COSTS

Research & 56.9 - (5.6) (1.5) - 49.8development

Sales & 41.8 - (0.9) (1.6) (0.2) 39.1marketing

General & 50.0 - (1.4) (4.8) (4.4) 39.4administrative

Acquisitionrelated 50.2 (50.2) - - - -expenses

Amortizationof acquired 26.8 - (26.8) - - -intangibleassets

Totaloperating $225.7 $(50.2) $(34.7) $(8.0) $(4.5) $128.3expenses



EBITDA $ $97.3 $91.5 $9.0 $5.6 $108.6 (147.4)

(1)

Non-GAAP revenue adds back amortization of the fair value adjustment to deferred revenue resulting from the business combination as required by GAAP, as well as expenses primarily related to advisory, consulting, accounting and legal expenses incurred in connection with mergers and acquisitions activities, including related valuation, negotiation and integration costs and capital-raising activities, including the Business Combination and the BluJay acquisition.

(2)

Primarily includes non-recurring expenses such as systems integrations, legal entity simplification and advisory fees.

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

(2) Primarily includes non-recurring expenses such as systems integrations, legal entity simplification and advisory fees.

E2OPEN PARENT HOLDINGS, INC.

PRO FORMA RECONCILIATION TABLES

(Unaudited, In Millions)

Pro forma revenue reconciliation

Q3 FY2022

Q3 FY2021

GAAP Subscription revenue

$107.0

$70.4

Deferred revenue purchase accounting adjustment(1)

$10.4

-

Non-GAAP Subscription revenue

$117.4

$70.4

Pre-acquisition revenue(2)

-

$35.2

Pro forma Subscription revenue

$117.4

$105.6

YoY Pro forma subscription revenue growth

11.2%

GAAP Professional services revenue

$30.0

$13.7

Non-GAAP Professional services revenue

$30.0

$13.7

Pre-acquisition revenue(2)

-

$10.2

Pro forma Professional services revenue

$30.0

$23.9

YoY Pro forma professional services growth

25.5%

Total pro forma revenue

$147.4

$129.5

YoY Total pro forma revenue growth

13.8%

E2OPEN PARENT HOLDINGS, INC.

PRO FORMA RECONCILIATION TABLES

(Unaudited, In Millions)

Pro forma revenue reconciliation

Q3 FY2022 Q3 FY2021

GAAP Subscription revenue $107.0 $70.4

Deferred revenue purchase accounting adjustment^(1) $10.4 -

Non-GAAP Subscription revenue $117.4 $70.4

Pre-acquisition revenue^(2) - $35.2

Pro forma Subscription revenue $117.4 $105.6

YoY Pro forma subscription revenue growth 11.2%



GAAP Professional services revenue $30.0 $13.7

Non-GAAP Professional services revenue $30.0 $13.7

Pre-acquisition revenue^(2) - $10.2

Pro forma Professional services revenue $30.0 $23.9

YoY Pro forma professional services growth 25.5%



Total pro forma revenue $147.4 $129.5

YoY Total pro forma revenue growth 13.8%

Pro forma gross profit reconciliation

Q3 FY2022

Q3 FY2021(10)

GAAP Gross profit

$64.2

$52.2

Deferred revenue purchase accounting adjustment(1)

$10.4

-

Depreciation expenses

$2.8

$2.1

Amortization of intangible assets

$25.0

$4.9

Share - based compensation(3)

$0.5

$0.2

Non-recurring/non-operating costs(4)

$0.5

$0.3

Non-GAAP Gross profit

$103.4

$59.7

Pre-Acquisition gross profit

-

$29.9

Pro forma gross profit

$103.4

$89.6

Pro forma gross margin %

70.1%

69.2%

Pro forma gross profit reconciliation

Q3 FY2022 Q3 FY2021^(10)

GAAP Gross profit $64.2 $52.2

Deferred revenue purchase accounting adjustment^(1) $10.4 -

Depreciation expenses $2.8 $2.1

Amortization of intangible assets $25.0 $4.9

Share - based compensation^(3) $0.5 $0.2

Non-recurring/non-operating costs^(4) $0.5 $0.3

Non-GAAP Gross profit $103.4 $59.7

Pre-Acquisition gross profit - $29.9

Pro forma gross profit $103.4 $89.6

Pro forma gross margin % 70.1% 69.2%

Pro forma adjusted EBITDA reconciliation

Q3 FY2022

Q3 FY2021(10)

GAAP Net Loss

($64.3)

($27.1)

Interest expense, net

$10.0

$17.0

Benefit/(Loss) from income taxes

($10.8)

$9.7

Depreciation and amortization

$50.5

$17.3

EBITDA

($14.6)

$16.9

Deferred revenue purchase accounting adjustment(1)

$10.4

-

Share-based compensation(3)

$4.0

$2.4

Non-recurring/non-operating costs(4)

$3.0

$3.0

Acquisition-related adjustments(5)

$33.2

$6.0

Gain from change in fair value of warrant liability(6)

$7.2

-

Gain from change in fair value of contingent consideration(7)

$1.1

-

Change in tax receivable agreement liability(8)

$1.5

-

Adjusted EBITDA

$45.9

$28.3

Pre-acquisition EBITDA and other(9)

-

$16.9

Pro forma adjusted EBITDA

$45.9

$45.2

Pro forma adjusted EBITDA margin

31.1%

34.9%

YoY Growth

1.5%

Pro forma adjusted EBITDA reconciliation

Q3 Q3 FY2021^ FY2022 (10)

GAAP Net Loss ($64.3) ($27.1)

Interest expense, net $10.0 $17.0

Benefit/(Loss) from income taxes ($10.8) $9.7

Depreciation and amortization $50.5 $17.3

EBITDA ($14.6) $16.9

Deferred revenue purchase accounting adjustment^(1) $10.4 -

Share-based compensation^(3) $4.0 $2.4

Non-recurring/non-operating costs^(4) $3.0 $3.0

Acquisition-related adjustments^(5) $33.2 $6.0

Gain from change in fair value of warrant liability^ $7.2 -(6)

Gain from change in fair value of contingent $1.1 -consideration^(7)

Change in tax receivable agreement liability^(8) $1.5 -

Adjusted EBITDA $45.9 $28.3

Pre-acquisition EBITDA and other^(9) - $16.9

Pro forma adjusted EBITDA $45.9 $45.2

Pro forma adjusted EBITDA margin 31.1% 34.9%

YoY Growth 1.5%

(1)

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.

(2)

Includes Revenue for BluJay Solutions for the pre-acquisition periods.

(3)

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

(4)

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

(5)

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.

(6)

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

(7)

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.

(8)

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

(9)

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.

(10)

Certain prior period amounts have been reclassified to conform to the current period presentation.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220112005855/en/

CONTACT: Investor Contact Adam Rogers E2open adam.rogers@e2open.com 515-556-1162

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