Q4-FY25 GAAP subscription revenue of $133.0 million, above
midpoint of Q4 guidance range
Strong cash generation in Q4-FY25 and full year FY25
E2open Parent Holdings, Inc. (NYSE: ETWO) (“e2open” or the
“Company”), the connected supply chain SaaS platform with the
largest multi-enterprise network, today announced financial results
for its fiscal fourth quarter and full year ended February 28,
2025.
“Our fourth quarter results showed continued stabilization in
our core business and highlight the meaningful progress we made
this fiscal year in repositioning e2open for future growth,” said
Andrew Appel, e2open chief executive officer. “During the fourth
quarter, our commercial team executed solidly by winning important
new business with clients across multiple industries, and our
ending FY25 gross and net retention metrics improved compared to
the end of last fiscal year. Looking ahead to FY26, tariff-related
uncertainty is showcasing the distinctive value of e2open’s
end-to-end platform that gives our clients a unified view of
demand, supply, logistics, and global trade. In a world where
constant change is the norm, e2open is proud to be a much-needed
source of supply chain adaptability and resilience for the world’s
leading global companies.”
“In Q4 FY25, e2open delivered subscription revenue above the
mid-point of our guidance along with strong adjusted EBITDA and
record-high cash flow,” said Marje Armstrong, chief financial
officer of e2open. “As reflected in our guidance, in FY26 we expect
our business to gradually return to revenue growth, driven by
continued improvements in retention and sales productivity. As we
work to complete our strategic review, we are on track to putting
e2open back on a sustainable growth trajectory.”
Fiscal Fourth Quarter 2025 Financial
Highlights
Revenue
- GAAP subscription revenue for the fourth quarter of 2025
was $133.0 million, a decrease of 1.0% from the year-ago comparable
period and 87.0% of total revenue. Subscription revenue decreased
0.5% on a constant currency basis.
- Total GAAP revenue for the fourth quarter of 2025 was
$152.7 million, a decrease of 3.6% from the year-ago comparable
period. Total revenue decreased 3.1% on a constant currency
basis.
- GAAP gross profit for the fourth quarter of 2025 was
$76.6 million, a decrease of 4.8% from the year-ago comparable
period. Non-GAAP gross profit was $104.2 million, down 6.1% and a
decrease of 5.8% on a constant currency basis.
- GAAP gross margin for the fourth quarter of 2025 was
50.2% compared to 50.8% for the year-ago comparable period.
Non-GAAP gross margin was 68.2% compared to 70.0% from the
comparable year-ago period.
- GAAP net loss for the fourth quarter of 2025 was $268.5
million compared to a net loss of $45.5 million from the year-ago
comparable period. Adjusted EBITDA for the fourth quarter of
2025 was $56.3 million, an increase of 2.3% and 1.7% on a constant
currency basis from the year-ago comparable period. Adjusted EBITDA
margin was 36.9% versus 34.8% from the comparable year-ago
period.
- GAAP EPS for the fourth quarter of 2025 was a loss of
$0.79. Adjusted EPS for the fourth quarter of 2025 was
$0.06.
Fiscal Year 2025 Financial
Highlights
- Revenue
- GAAP subscription revenue for fiscal 2025 was $528.0
million, a decrease of 1.6% from the prior fiscal year and 87% of
total revenue. Subscription revenue decreased 1.6% on a constant
currency basis.
- Total GAAP revenue for fiscal 2025 was $607.7 million, a
decrease of 4.2% from the prior fiscal year. Total revenue
decreased 4.2% on a constant currency basis.
- GAAP gross profit for fiscal 2025 was $299.7 million, a
decrease of 5.7% from the prior fiscal year. Non-GAAP gross profit
was $416.0 million, down 5.6% and 5.6% on a constant currency
basis.
- GAAP gross margin for fiscal 2025 was 49.3% compared to
50.1% for the prior fiscal year. Non-GAAP gross margin was 68.5%
compared to 69.4% from the comparable year-ago period.
- GAAP net loss for fiscal year 2025 was $725.8 million
compared to a net loss of $1,185.1 million from the prior fiscal
year. Adjusted EBITDA for fiscal year 2025 was $215.5
million, a decrease of 2.2% and 2.5% on a constant currency basis
from the prior fiscal year. Adjusted EBITDA margin was 35.5% versus
34.7% from prior fiscal year.
- GAAP EPS for fiscal year 2025 was a loss of $2.14.
Adjusted EPS for fiscal year 2025 was $0.19.
- Cash flow
- GAAP operating cash flow for fiscal 2025 was $99.1
million compared to $84.9 million, or growth of 16.7%, from the
year-ago comparable period, inclusive of non-recurring
expenses.
- Adjusted operating cash flow for fiscal 2025, exclusive
of non-recurring expenses, was $111.4 million. This compares to
$116.0 million from the year ago comparable period and represents
51.7% of fiscal 2025 adjusted EBITDA.
Recent Business
Highlights
- Launched innovations in global trade compliance technology to
help companies address new and evolving challenges. The new AI
capabilities and enhancements to e2open’s proven Global Trade
software are designed to ease compliance and increase productivity
for clients by streamlining classifications, global trade content,
due diligence, and unstructured document processing.
- Selected by a global active health and wellness company as
strategic partner for its digital supply chain transformation.
Building upon its use of e2open Transportation Management, Parcel,
and Global Trade Management applications, this client with products
distributed in more than 125 countries has added Demand Planning,
Supply Planning, and Multi-Echelon Inventory Optimization (MEIO)
applications to increase productivity and ensure supply as the
company prioritizes a connected supply chain platform with scalable
solutions to manage the complexities of growth.
- A major Europe-based global freight forwarder and existing
e2open Transportation Management customer signed on for a
significant expansion of our relationship. The expanded
relationship will allow this highly strategic customer to further
optimize operations across multiple modes of transportation, reduce
freight and operational costs, and broaden and accelerate its
global rollout of TMS functionality.
- A major U.S. manufacturer and distributor of branded food and
beverage products selected e2open to add significant additional
software-based logistics and support services to our existing
relationship. This win demonstrates e2open’s strong competitive
position with clients in the consumer-packaged goods industry.
- Named a Leader in the 2025 Gartner® Magic Quadrant™ for
Transportation Management Systems for the third consecutive year.
E2open’s cloud-based, multi-tenant TMS solution provides a seamless
interface across transportation modes and built-in access to an
expansive carrier network, enabling logistics teams to be lean,
efficient and responsive.
- Named a Leader in the IDC MarketScape: Worldwide SaaS and
Cloud-Enabled Direct Spend Vendor Assessment, a comprehensive new
report evaluating vendors in the direct materials sourcing and
spend software application market. The research highlighted
e2open’s “ability to integrate the procurement process from
planning, execution, and tracking. This strength is complemented by
a flexible solution platform built to support a myriad of business
processes.”
- Expanded e2open’s world-class multi-enterprise network to
500,000 connected enterprises and 18 billion annual supply chain
transaction from 480,000 and 16 billion, respectively, in FY24.
This growing network scale demonstrates e2open’s profound impact on
global supply chains and empowers our clients to benefit from
greater efficiency, cost-saving opportunities, optimized
operations, and further digital maturity in their supply
chains.
Financial Outlook for Fiscal Year
2026
As of April 29, 2025, e2open is providing guidance for fiscal
year 2026, which ends February 28, 2026, as follows:
Fiscal 2026 Subscription Revenue
- GAAP subscription revenue for fiscal 2026 is expected to be in
the range of $525 million to $535 million, reflecting a 0.4% growth
rate at the mid-point.
Fiscal 2026 Total GAAP Revenue
- Total GAAP revenue for fiscal 2026 is expected to be in the
range of $600 million to $618 million, reflecting a positive 0.2%
growth rate at the mid-point.
Fiscal First Quarter 2026 GAAP Subscription Revenue
- GAAP subscription revenue for the fiscal first quarter of 2026
is expected to be in the range of $129 million to $132 million,
reflecting a negative 0.7% growth rate at the mid-point.
Fiscal 2026 Non-GAAP Gross Profit Margin
- Non-GAAP gross profit margin for fiscal 2026 is expected to be
in the range of 68% to 68.5%.
Fiscal 2026 Adjusted EBITDA
- Adjusted EBITDA for fiscal 2026 is expected to be in the range
of $200 million to $210 million with an implied adjusted EBITDA
margin in the range of 33% to 34%.
Quarterly Conference
Call
E2open will host a conference call today at 5:00 p.m. ET to
review fiscal fourth quarter and full fiscal year 2025 financial
results, in addition to discussing the Company’s outlook for the
full fiscal year 2026. To access this call, dial 888-506-0062
(domestic) or 973-528-0011 (international). The conference ID is
790911. A live webcast of the conference call will be accessible in
the “Investor Relations” section of e2open’s website at
www.e2open.com. A replay of this conference call can also be
accessed through May 13, 2026, at 877-481-4010 (domestic) or
919-882-2331 (international). The replay passcode is 52240. An
archived webcast of this conference call will also be available
after the completion of the call in the “Investor Relations”
section of the Company’s website at www.e2open.com.
About e2open
E2open is the connected supply chain software platform that
enables the world’s largest companies to transform the way they
make, move, and sell goods and services. With the broadest
cloud-native global platform purpose-built for modern supply
chains, e2open connects more than 500,000 manufacturing, logistics,
channel, and distribution partners as one multi-enterprise network
tracking over 18 billion transactions annually. Our SaaS platform
anticipates disruptions and opportunities to help companies improve
efficiency, reduce waste, and operate sustainably. Moving as one.™
Learn More: www.e2open.com.
E2open and “Moving as one.” are the registered trademarks of
E2open, LLC. All other trademarks, registered trademarks and
service marks are the property of their respective owners.
Non-GAAP Financial
Measures
This press release includes certain financial measures not
presented in accordance with generally accepted accounting
principles (“GAAP”) including non-GAAP revenue, non-GAAP
subscription revenue, non-GAAP professional services and other
revenue, adjusted EBITDA, adjusted EBITDA margin, non-GAAP gross
profit, adjusted net income, non-GAAP gross margin, adjusted free
cash flow, adjusted operating cash flow and adjusted earnings per
share. These non-GAAP financial measures are not a measure of
financial performance in accordance with GAAP and may exclude items
that are significant in understanding and assessing the Company’s
financial results. Therefore, these measures should not be
considered in isolation or as an alternative to revenue, 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 these non-GAAP measure provide useful
information to management and investors regarding certain financial
and business trends relating to the Company’s financial condition
and results of operations. The Company believes that the use of
these non-GAAP financial measures provides an additional tool for
investors to use in evaluating ongoing operating results and trends
in comparing the Company’s financial measures with other similar
companies, many of which present similar non-GAAP financial
measures to investors. These non-GAAP financial measures are
subject to inherent limitations as they reflect the exercise of
judgments by management about which expense and income are excluded
or included in determining these non-GAAP financial measures.
NOTE: E2open is unable to quantify certain amounts that would be
required to be included in the most directly comparable GAAP
financial measures for non-GAAP gross profit margin or adjusted
EBITDA without unreasonable effort, and therefore no reconciliation
of certain forward-looking non-GAAP financial measures for non-GAAP
gross profit margin or adjusted EBITDA is included.
Forward Looking Statement
Disclaimer
Certain statements in this press release are "forward-looking
statements" within the meaning of the federal securities laws, and
are subject to the safe harbor created thereby under the Private
Securities Litigation Reform Act of 1995. These statements relate
to future events or the Company's future financial performance and
involve known and unknown risks, uncertainties and other factors
that may cause the actual results, levels of activity, performance
or achievements of the Company or its industry to be materially
different from those expressed or implied by any forward-looking
statements. In particular, statements about the Company's
expectations, beliefs, plans, objectives, assumptions, future
events or future performance contained in this press release are
forward-looking statements. In some cases, forward-looking
statements can be identified by terminology such as "may," "will,"
"could," "would," "should," "expect," "plan," "anticipate,"
"intend," "believe," "estimate," "predict," "potential," "outlook,"
"guidance" or the negative of those terms or other comparable
terminology.
Please see the Company's documents filed or to be filed with the
Securities and Exchange Commission, including the annual report
filed on Form 10-K, and any amendments thereto for a discussion of
certain important risk factors that relate to forward-looking
statements contained in this press release. The Company has based
these forward-looking statements on its current expectations,
assumptions, estimates and projections. While the Company believes
these expectations, assumptions, estimates, and projections are
reasonable, such forward-looking statements are only predictions
and involve known and unknown risks and uncertainties, many of
which are beyond the Company's control. These and other important
factors may cause actual results, performance or achievements to
differ materially from those expressed or implied by these
forward-looking statements. Any forward-looking statements are made
only as of the date hereof, and unless otherwise required by
applicable securities laws, the Company disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
E2OPEN PARENT HOLDINGS,
INC.
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
Fiscal Year 2025
Fiscal Year Ended
(In thousands, except per share
amounts)
February 28, 2025
February 29, 2024
(Unaudited)
Revenue
Subscriptions
$
527,958
$
536,792
Professional services and other
79,730
97,762
Total revenue
607,688
634,554
Cost of Revenue
Subscriptions
145,668
146,006
Professional services and other
65,725
72,249
Amortization of acquired intangible
assets
96,611
98,608
Total cost of revenue
308,004
316,863
Gross Profit
299,684
317,691
Operating Expenses
Research and development
97,955
101,420
Sales and marketing
79,304
87,734
General and administrative
86,199
108,048
Acquisition-related expenses
4,556
2,080
Amortization of acquired intangible
assets
51,445
80,276
Goodwill impairment
614,100
1,097,741
Intangible asset impairment
18,500
34,000
Total operating expenses
952,059
1,511,299
Loss from operations
(652,375
)
(1,193,608
)
Other income (expense)
Interest and other expense, net
(99,343
)
(102,460
)
Impairment of cost method investment
(5,500
)
—
(Loss) gain from change in tax receivable
agreement liability
5,565
2,190
Gain (loss) from change in fair value of
warrant liability
14,131
14,903
Gain (loss) from change in fair value of
contingent consideration
12,900
11,520
Total other expense
(72,247
)
(73,847
)
Loss before income tax
provision
(724,622
)
(1,267,455
)
Income tax (expense) benefit
(1,163
)
82,376
Net loss
(725,785
)
(1,185,079
)
Less: Net loss attributable to
noncontrolling interest
(65,955
)
(115,055
)
Net loss attributable to E2open Parent
Holdings, Inc.
$
(659,830
)
$
(1,070,024
)
Weighted-average common shares
outstanding:
Basic
308,268
303,751
Diluted
308,268
303,751
Net loss attributable to E2open Parent
Holdings, Inc. common shareholders per share:
Basic
$
(2.14
)
$
(3.52
)
Diluted
$
(2.14
)
$
(3.52
)
E2OPEN PARENT HOLDINGS,
INC.
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
Fiscal Fourth Quarter
2025
Three Months Ended
(In thousands, except per share
amounts)
February 28, 2025
February 29, 2024
(Unaudited)
Revenue
Subscriptions
$
132,999
$
134,355
Professional services and other
19,679
24,094
Total revenue
152,678
158,449
Cost of Revenue
Subscriptions
36,612
35,993
Professional services and other
15,896
17,235
Amortization of acquired intangible
assets
23,533
24,690
Total cost of revenue
76,041
77,918
Gross Profit
76,637
80,531
Operating Expenses
Research and development
23,920
25,672
Sales and marketing
16,454
24,042
General and administrative
20,446
22,634
Acquisition-related expenses
2,366
1,664
Amortization of acquired intangible
assets
5,605
20,141
Goodwill impairment
245,000
—
Intangible asset impairment
8,500
—
Total operating expenses
322,291
94,153
Loss from operations
(245,654
)
(13,622
)
Other income (expense)
Interest and other expense, net
(23,397
)
(26,574
)
Impairment of cost method investment
(5,500
)
—
(Loss) gain from change in tax receivable
agreement liability
4,101
(6,165
)
Gain (loss) from change in fair value of
warrant liability
1,078
(3,883
)
Gain (loss) from change in fair value of
contingent consideration
4,440
(3,840
)
Total other expense
(19,278
)
(40,462
)
Loss before income tax
provision
(264,932
)
(54,084
)
Income tax (expense) benefit
(3,568
)
8,549
Net loss
(268,500
)
(45,535
)
Less: Net loss attributable to
noncontrolling interest
(24,305
)
(3,334
)
Net loss attributable to E2open Parent
Holdings, Inc.
$
(244,195
)
$
(42,201
)
Weighted-average common shares
outstanding:
Basic
309,410
305,454
Diluted
309,410
305,454
Net loss attributable to E2open Parent
Holdings, Inc. common shareholders per share:
Basic
$
(0.79
)
$
(0.14
)
Diluted
$
(0.79
)
$
(0.14
)
E2OPEN PARENT HOLDINGS,
INC.
CONDENSED CONSOLIDATED BALANCE
SHEETS
(In thousands)
February 28, 2025
February 29, 2024
(Unaudited)
Assets
Cash and cash equivalents
$
197,350
$
134,478
Restricted cash
14,785
14,560
Accounts receivable, net
133,436
161,556
Prepaid expenses and other current
assets
34,025
28,843
Total current assets
379,596
339,437
Goodwill
1,213,794
1,843,477
Intangible assets, net
673,026
841,031
Property and equipment, net
61,278
67,177
Operating lease right-of-use assets
14,977
21,299
Other noncurrent assets
28,364
29,234
Total assets
$
2,371,035
$
3,141,655
Liabilities, Redeemable Share-Based
Awards and Stockholders' Equity
Accounts payable and accrued
liabilities
$
78,987
$
90,594
Channel client deposits payable
14,785
14,560
Deferred revenue
216,740
213,138
Current portion of notes payable
11,264
11,272
Current portion of operating lease
obligations
6,146
7,378
Current portion of financing lease
obligations
2,143
1,448
Income taxes payable
3,337
584
Total current liabilities
333,402
338,974
Long-term deferred revenue
1,536
2,077
Operating lease obligations
10,838
17,372
Financing lease obligations
3,170
3,626
Notes payable
1,031,180
1,037,623
Tax receivable agreement liability
59,277
67,927
Warrant liability
582
14,713
Contingent consideration
5,128
18,028
Deferred taxes
48,104
55,586
Other noncurrent liabilities
648
602
Total liabilities
1,493,865
1,556,528
Commitments and Contingencies
Redeemable share-based awards
191
—
Stockholders' Equity
Class A common stock
31
31
Class V common stock
—
—
Series B-1 common stock
—
—
Series B-2 common stock
—
—
Additional paid-in capital
3,444,584
3,407,694
Accumulated other comprehensive loss
(63,835
)
(46,835
)
Accumulated deficit
(2,533,533
)
(1,873,703
)
Treasury stock, at cost
(2,473
)
(2,473
)
Total E2open Parent Holdings, Inc.
equity
844,774
1,484,714
Noncontrolling interest
32,205
100,413
Total stockholders' equity
876,979
1,585,127
Total liabilities, redeemable share-based
awards and stockholders' equity
$
2,371,035
$
3,141,655
E2OPEN PARENT HOLDINGS,
INC.
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
Fiscal Year Ended
(In thousands)
February 28, 2025
February 29, 2024
(Unaudited)
Cash flows from operating
activities
Net loss
$
(725,785
)
$
(1,185,079
)
Adjustments to reconcile net loss to net
cash from operating activities:
Depreciation and amortization
181,975
214,727
Amortization of deferred commissions
9,810
6,269
Provision for credit losses
1,995
3,870
Amortization of debt issuance costs
5,281
5,281
Amortization of operating lease
right-of-use assets
6,299
7,419
Share-based compensation
44,468
27,171
Deferred income taxes
(10,454
)
(87,790
)
Right-of-use assets impairment charge
576
659
Goodwill impairment charge
614,100
1,097,741
Indefinite-lived intangible asset
impairment charge
18,500
34,000
Impairment of cost method investment
5,500
—
Gain from change in tax receivable
agreement liability
(5,565
)
(2,190
)
Gain from change in fair value of warrant
liability
(14,131
)
(14,903
)
Gain from change in fair value of
contingent consideration
(12,900
)
(11,520
)
Gain on operating lease termination
(126
)
(187
)
Loss on disposal of property and
equipment
227
526
Changes in operating assets and
liabilities:
Accounts receivable
26,125
9,382
Prepaid expenses and other current
assets
(7,502
)
(2,087
)
Other noncurrent assets
(14,440
)
(9,844
)
Accounts payable and accrued
liabilities
(21,697
)
(8,816
)
Channel client deposits payable
225
3,249
Deferred revenue
3,062
8,884
Changes in other liabilities
(6,406
)
(11,891
)
Net cash provided by operating
activities
99,137
84,871
Cash flows from investing
activities
Capital expenditures
(25,201
)
(29,252
)
Net cash used in investing activities
(25,201
)
(29,252
)
Cash flows from financing
activities
Repayments of indebtedness
(11,238
)
(11,168
)
Repayments of financing lease
obligations
(1,908
)
(2,852
)
Proceeds from exercise of stock
options
155
—
Net cash used in financing activities
(12,991
)
(14,020
)
Effect of exchange rate changes on cash
and cash equivalents
2,152
3,097
Net increase in cash, cash equivalents and
restricted cash
63,097
44,696
Cash, cash equivalents and restricted
cash at beginning of year
149,038
104,342
Cash, cash equivalents and restricted
cash at end of year
$
212,135
$
149,038
E2OPEN PARENT HOLDINGS,
INC.
RECONCILIATION OF PRO FORMA
INFORMATION
TABLE I
(in millions)
Q4
Q4
$ Var
% Var
FY
FY
$ Var
% Var
FY2025
FY2024
FY2025
FY2024
PRO FORMA REVENUE
RECONCILIATION
Total GAAP Revenue
152.7
158.5
(5.8)
(3.6%)
607.7
634.6
(26.9)
(4.2%)
Constant currency FX impact(1)
0.8
-
0.8
n/m
0.3
-
0.3
n/m
Total non-GAAP revenue (constant
currency basis)(2)
$153.5
$158.5
($4.9)
(3.1%)
$608.0
$634.6
($26.6)
(4.2%)
GAAP Subscription Revenue
133.0
134.4
(1.4)
(1.0%)
528.0
536.8
(8.8)
(1.6%)
Constant currency FX impact(1)
0.7
-
0.7
n/m
0.2
-
0.2
n/m
Non-GAAP subscription revenue (constant
currency basis)(2)
$133.7
$134.4
($0.7)
(0.5%)
$528.2
$536.8
($8.6)
(1.6%)
GAAP Professional Services and other
revenue
19.7
24.1
(4.4)
(18.3%)
79.7
97.8
(18.0)
(18.4%)
Constant currency FX impact(1)
0.1
-
0.1
n/m
0.1
-
0.1
n/m
Non-GAAP professional services and
other revenue (constant currency basis)(2)
$19.8
$24.1
($4.3)
(17.8%)
$79.8
$97.8
($18.0)
(18.4%)
PRO FORMA GROSS PROFIT
RECONCILIATION
GAAP Gross profit
76.6
80.5
(3.9)
(4.8%)
299.7
317.7
(18.0)
(5.7%)
Depreciation and amortization
26.4
28.8
(2.5)
(8.5%)
110.1
114.9
(4.8)
(4.2%)
Share-based compensation(3)
1.1
1.2
(0.1)
(8.3%)
5.6
4.3
1.4
31.6%
Non-recurring/non-operating costs(4)
0.0
0.3
(0.3)
(87.9%)
0.6
3.6
(3.0)
(82.8%)
Non-GAAP gross profit
$104.2
$110.9
($6.7)
(6.1%)
$416.0
$440.5
($24.5)
(5.6%)
Non-GAAP Gross Margin %
68.2%
70.0%
68.5%
69.4%
Constant currency FX impact(1)
0.3
-
0.3
n/m
(0.1)
-
(0.1)
n/m
Total non-GAAP gross profit (constant
currency basis)(2)
$104.5
$110.9
($6.4)
(5.8%)
$416.0
$440.5
($24.5)
(5.6%)
Non-GAAP Gross Margin % (constant currency
basis)(2)
68.1%
70.0%
68.4%
69.4%
PRO FORMA ADJUSTED EBITDA
RECONCILIATION
Net income (loss)
(268.5)
(45.5)
(223.0)
n/m
(725.8)
(1,185.1)
459.3
n/m
Interest expense, net
21.8
24.7
(2.8)
(11.5%)
94.4
98.6
(4.1)
(4.2%)
Income tax benefit
3.6
(8.6)
12.1
n/m
1.2
(82.4)
83.5
n/m
Depreciation and amortization
37.1
54.0
(16.9)
(31.3%)
182.0
214.7
(32.8)
(15.3%)
EBITDA
($206.0)
$24.6
($230.6)
n/m
($448.2)
($954.2)
$505.9
n/m
Share-based compensation(3)
9.3
8.4
0.9
10.7%
44.5
27.2
17.3
63.6%
Non-recurring/non-operating costs(4)
1.2
6.5
(5.3)
(81.1%)
8.6
23.7
(15.1)
(63.7%)
Acquisition-related adjustments(5)
2.4
1.7
0.7
42.8%
4.6
2.1
2.5
119.2%
Change in tax receivable agreement
liability(6)
(4.1)
6.2
(10.3)
n/m
(5.6)
(2.2)
(3.4)
n/m
Change in fair value of warrant
liability(7)
(1.1)
3.9
(5.0)
n/m
(14.1)
(14.9)
0.8
n/m
Change in fair value of contingent
consideration(8)
(4.4)
3.8
(8.3)
n/m
(12.9)
(11.5)
(1.4)
12.0%
Impairment of Cost Method
Investments(9)
5.5
-
5.5
n/m
5.5
-
5.5
n/m
Goodwill impairment(10)
245.0
-
245.0
n/m
614.1
1,097.7
(483.6)
(44.1%)
Intangible asset impairment charge(11)
8.5
-
8.5
n/m
18.5
34.0
(15.5)
(45.6%)
Right-of-use assets impairment
charge(12)
-
-
-
n/m
0.6
0.7
(0.1)
(12.1%)
Legal settlement(13)
-
-
-
n/m
-
17.8
(17.8)
n/m
Adjusted EBITDA
$56.3
$55.1
$1.2
2.3%
$215.5
$220.3
($4.9)
(2.2%)
Adjusted EBITDA Margin %
36.9%
34.8%
35.5%
34.7%
Constant currency FX impact(1)
(0.3)
-
(0.3)
n/m
(0.6)
-
(0.6)
n/m
Total adjusted EBITDA (constant
currency basis)(2)
$56.0
$55.1
$0.9
1.7%
$214.9
$220.3
($5.5)
(2.5%)
Adjusted EBITDA Margin % (constant
currency basis)(2)
36.5%
34.8%
35.3%
34.7%
(1) Constant Currency refers to pro-forma
amounts excluding the impact of translating foreign currencies into
U.S. dollars. To calculate foreign currency translation on a
constant currency basis, operating results for the current year
period for entities reporting in currencies other than the U.S.
dollar are translated into U.S. dollars at the exchange rates in
effect during the comparable period of the prior year (rather than
the actual exchange rates in effect during the current year
period).
(2) Constant Currency refers to pro forma
amounts excluding translation and transactional impacts from
foreign currency exchange rates.
(3) Reflects non-cash, long-term
share-based compensation expense.
(4) Primarily includes non-recurring
expenses such as the non-acquisition severance related to cost
reduction initiatives, reorganizations and executive transition
costs; foreign currency transaction gains and losses; systems
integrations; legal entity rationalization and non-recurring
consulting and advisory fees.
(5) Primarily includes advisory,
consulting, accounting and legal expenses incurred in connection
with the strategic review.
(6) Represents the fair value adjustment
at each balance sheet date for the Tax Receivable Agreement along
with the associated interest.
(7) Represents the fair value adjustment
at each balance sheet date of the warrant liability related to our
warrants.
(8) Represents the fair value adjustment
at each balance sheet date of the contingent consideration
liability related to the restricted B-2 common stock and Series 2
RCUs.
(9) Represents the impairment taken in the
fourth quarter of fiscal 2025 on our cost method investment.
(10) Represents the goodwill impairment
taken of $245.0M in Q4 FY25, $369.1M in Q3 FY25, $687.7M in Q3
FY24, $410.0M in Q1 FY24.
(11) The company recognized an intangible
impairment charge of $8.5M in Q4 FY25, $10.0M in Q3 FY25, $30.0M in
Q3 FY24 and $4.0M in Q1 FY24.
(12) Represents the impairment on our
operating lease ROU assets and leasehold improvements due to
vacating certain facilities.
(13) Represents the $17.8 million
litigation settlement for the unfavorable arbitration ruling
related to the Kewill customer case.
E2OPEN PARENT HOLDINGS,
INC.
RECONCILIATION OF NON-GAAP
EXPENSES
TABLE II
Fiscal Year Ended February 28,
2025
(in millions)
GAAP
Non-recurring(1)
Depreciation &
Amortization
Share-Based
Compensation
Non-GAAP (Adjusted)
% of Revenue
Impairment Charges(2)
COST OF GOODS
Subscriptions
145.7
(0.2)
-
(12.8)
(3.4)
129.3
24.5%
Professional services and other
65.7
(0.4)
-
(0.7)
(2.2)
62.4
78.2%
Amortization of intangibles
96.6
-
-
(96.6)
-
-
Total cost of revenue
$308.0
($0.6)
-
($110.1)
($5.6)
$191.6
31.5%
Gross Profit
$299.7
$0.6
-
$110.1
$5.6
$416.0
68.5%
OPERATING COSTS
Research & development
98.0
(0.9)
-
(18.7)
(6.7)
71.7
11.8%
Sales & marketing
79.3
(1.1)
-
(1.0)
(6.7)
70.5
11.6%
General & administrative
86.2
(1.1)
(0.6)
(0.7)
(25.5)
58.4
9.6%
Acquisition related expenses
4.6
(4.6)
-
-
-
-
Amortization of intangibles
51.5
-
-
(51.5)
-
-
Intangible impairment charge
18.5
-
(18.5)
-
-
-
Goodwill impairment
614.1
-
(614.1)
-
-
-
Total operating expenses
$952.1
($7.6)
($633.2)
($71.9)
($38.9)
$200.6
33.0%
(1) Primarily includes other non-recurring
expenses such as non-acquisition related severance, systems
integrations, legal entity rationalization, and non-recurring
consulting and advisory fees.
(2) Represents the impairment on our
operating lease ROU assets and leasehold improvements due to
vacating certain facilities, the goodwill impairment taken in the
third and fourth quarter of fiscal 2025 and intangible impairment
charge in third and fourth quarter of fiscal 2025.
E2OPEN PARENT HOLDINGS,
INC.
RECONCILIATION OF NON-GAAP
EXPENSES
TABLE II
Fiscal Fourth Quarter 2025
(in millions)
GAAP
Non-recurring(1)
Depreciation &
Amortization
Share-Based
Compensation
Non-GAAP (Adjusted)
% of Revenue
Impairment Charges(2)
COST OF GOODS
Subscriptions
36.6
-
-
(2.7)
(0.7)
33.2
25.0%
Professional services and other
15.9
-
-
(0.2)
(0.5)
15.3
77.6%
Amortization of intangibles
23.5
-
-
(23.5)
-
-
Total cost of revenue
$76.0
-
-
(26.4)
(1.1)
$48.5
31.8%
Gross Profit
$76.6
-
-
$26.4
$1.1
$104.2
68.2%
OPERATING COSTS
Research & development
23.9
-
-
(4.7)
(1.2)
18.0
11.8%
Sales & marketing
16.5
-
-
(0.2)
(1.1)
15.2
9.9%
General & administrative
20.5
0.3
-
(0.2)
(5.9)
14.7
9.6%
Acquisition related expenses
2.4
(2.4)
-
-
-
-
Amortization of intangibles
5.6
-
-
(5.6)
-
-
Intangible impairment charge
8.5
-
(8.5)
-
-
-
Goodwill impairment
245.0
-
(245.0)
-
-
-
Total operating expenses
$322.3
($2.0)
($253.5)
($10.7)
($8.2)
$47.9
31.3%
(1) Primarily includes other non-recurring
expenses related to the strategic review and non-recurring
consulting and advisory fees. (2) Represents the goodwill
impairment and intangible impairment taken in the fourth quarter of
fiscal 2025.
E2OPEN PARENT HOLDINGS,
INC.
RECONCILIATION OF ADJUSTED
EARNINGS PER SHARE
TABLE III
Fiscal Fourth Quarter 2025
(in millions, except per share
amounts)
Q1 25
Q2 25
Q3 25
Q4 25
FY2025
GAAP Net income (loss)
(42.8)
(32.9)
(381.6)
(268.5)
(725.8)
Interest expense, net
24.7
24.5
23.4
21.8
94.4
Income taxes benefit
(1.9)
2.0
(2.4)
3.6
1.2
Depreciation & amortization
53.6
53.5
37.8
37.1
182.0
EBITDA
$33.6
$47.0
($322.8)
($206.0)
($448.2)
Share-based compensation
11.8
12.9
10.4
9.3
44.5
Non-recurring/non-operating costs
2.6
2.0
2.8
1.2
8.6
Acquisition-related adjustments
0.3
1.7
0.2
2.4
4.6
Change in tax receivable agreement
liability
4.0
(2.9)
(2.5)
(4.1)
(5.6)
Change in fair value of warrant
liability
(3.8)
(4.4)
(4.9)
(1.1)
(14.1)
Change in fair value of contingent
consideration
2.3
(2.0)
(8.7)
(4.4)
(12.9)
Impairment of Cost Method Investments
-
-
-
5.5
5.5
Goodwill impairment
-
-
369.1
245
614.1
Intangible asset impairment charge
-
-
10.0
8.5
18.5
Right-of-use assets impairment charge
-
0.6
-
-
0.6
Adjusted EBITDA
$50.7
$54.9
$53.6
$56.3
$215.5
Depreciation
(8.9)
(8.6)
(8.5)
(7.9)
(33.9)
Interest and other expense, net
(24.7)
(24.5)
(23.4)
(21.8)
(94.4)
Normalized income taxes(1)
(4.1)
(5.2)
(5.2)
(6.4)
(20.9)
Adjusted Net Income
$13.0
$16.6
$16.5
$20.2
$66.2
Adjusted basic shares outstanding
344.4
345.3
345.9
346.6
346.6
Adjusted earnings per share
$0.04
$0.05
$0.05
$0.06
$0.19
(1) Income taxes calculated using 24%
effective rate.
E2OPEN PARENT HOLDINGS,
INC.
ADJUSTED FREE CASH
FLOW
TABLE IV
(in millions)
Q1 25
Q2 25
Q3 25
Q4 25
FY25
GAAP operating cash flow
35.9
(7.5)
17.7
53.0
99.1
Add: Non recurring cash payments(1)
4.3
2.9
4.0
1.3
12.5
Add: Change in channel client deposits
payable(2)
(1.2)
(0.9)
(0.6)
2.4
(0.2)
Adjusted operating cash flow
$39.1
($5.5)
$21.1
$56.7
$111.4
Capital expenditures
(6.1)
(6.2)
(6.2)
(6.7)
(25.2)
Adjusted free cash flow
$33.0
($11.6)
$14.9
$50.0
$86.2
(1) Primarily includes non-recurring
expenses such as non-acquisition related severance, systems
integrations, legal entity rationalization, and non-recurring
consulting and advisory fees.
(2) Channel Client Deposits Payable
represents client deposits for the incentive payment program
associated with the Company's channel shaping application. The
Company offers services to administer incentive payments to
partners on behalf of the Company’s clients. The Company’s clients
deposit these funds into a restricted cash account with an offset
included as a liability in incentive program payable in the
Consolidated Balance Sheets.
E2OPEN PARENT HOLDINGS,
INC.
CONSOLIDATED CAPITAL
TABLE V
Description
Shares (000's)
Notes
Shares outstanding as of February 28,
2025
309,922
Shares outstanding
Common Units
30,692
Units issued in the Business Combination
that have not been converted from common units to Class A common
stock (Common units are represented by Class V shares).
Series B-2 Shares (unvested)
3,372
Represents the right to acquire shares of
Class A common stock when the 20-day VWAP reaches $15.00 per
share.
Restricted Common Units Series 2
(unvested)
2,628
Represents the right in E2open Holdings,
LLC that converts into common units when the 20-day VWAP reaches
$15.00. Upon conversion to common units, the holders can elect to
convert the common units to Class A common stock.
Adjusted Basic Shares
346,614
Warrants
29,080
Outstanding warrants with an exercise
price of $11.50.
Options (vested/unreleased and
unvested)
6,177
Options issued to management under the
long-term incentive plan.
Restricted Shares (vested/unreleased and
unvested)
17,585
Restricted shares issued to employees,
management and directors under the long-term incentive plan.
Fully Converted Shares
399,456
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250429317515/en/
Investor Contact Russell
Johnson SVP Treasurer & Investor Relations, e2open
russell.johnson@e2open.com investor.relations@e2open.com
Media Contact 5W PR for
e2open e2open@5wpr.com 908-433-3334
Corporate Contact Kristin
Seigworth VP Communications, e2open kristin.seigworth@e2open.com
pr@e2open.com
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