UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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at an exercise price of $11.50 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
There were
Table of Contents
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Item 1. |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 6. |
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2
Glossary of Terms
Abbreviation |
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Term |
ASC |
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Accounting Standards Codification |
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BluJay |
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BluJay TopCo Limited, a private limited liability company registered in England and Wales which owns BluJay Solutions, a cloud-based logistics execution platform company |
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BluJay Sellers |
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BluJay and its subsidiaries |
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CC Capital |
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CC NB Sponsor 1 Holdings LLC |
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Class A Common Stock |
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Class A common stock, par value $0.0001 per share |
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Class V Common Stock |
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Class V common stock, par value $0.0001 per share |
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Common Units |
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common units representing limited liability company interests of E2open Holdings, LLC, which are non-voting, economic interests in E2open Holdings, LLC. Every economic common unit is tied to one voting share of Class V Common Stock of E2open Holdings Parent, Inc. |
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Forward Purchase Agreement |
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agreement dated as of April 28, 2020, by and between CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP |
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Forward Purchase Warrants |
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5,000,000 redeemable warrants purchased pursuant to the Forward Purchase Agreement |
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Insight Partners |
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entities affiliated with Insight Venture Management, LLC, including funds under management; controlling unitholder of E2open Holdings, LLC holding less than 50% voting interests |
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Investor Rights Agreement |
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agreement amended and restated on September 1, 2021 providing Insight Partners, CC Capital, Francisco Partners and Temasek the right to nominate members to the board of directors, requires parties to vote in favor of director nominees recommended by the board of directors, requires the registration of securities within 30 days of September 1, 2021 and limited the transfer of beneficially owned shares of common stock prior to February 28, 2022. |
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LIBOR |
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London Interbank Offered Rate |
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Logistyx |
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Logistyx Technologies, LLC, a private limited liability company headquartered in Chicago, Illinois, which connects top retailers, manufacturers and logistics providers to more than 550 in-network carriers with strategic parcel shipping and omni-channel fulfillment technology. |
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not meaningful |
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NYSE |
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New York Stock Exchange |
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PIPE |
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private investment in public equity; financing from institutional investors |
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Purchase Agreement |
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Share Purchase Deed entered into on May 27, 2021 with BluJay |
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RCU |
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restricted common units representing Series 1 and Series 2 of E2open Holdings, LLC |
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SCM |
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omni-channel and supply chain management |
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SEC |
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U.S. Securities and Exchange Commission |
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Temasek |
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Temasek Holdings (Private) Limited |
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U.S. GAAP |
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generally accepted accounting principles in the United States |
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VWAP |
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daily per share volume-weighted average price of the Class A Common Stock on the NYSE as displayed on the Bloomberg page under the heading Bloomberg VWAP |
3
Forward-Looking Statements
This Quarterly Report on Form 10-Q (Quarterly Report) contains “forward-looking statements” within the meaning of the federal securities law. These forward-looking statements give E2open Parent Holdings, Inc.'s (we, our, us, Company or E2open) current expectations and include projections of results of operations or financial condition or forecasts of future events. Words such as "may," "can," "should," "will," "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" and similar expressions are used to identify forward-looking statements. Without limiting the generality of the forgoing, forward-looking statements contained in this document include our expectations regarding our future growth, operational and financial performance and business prospects and opportunities.
These forward-looking statements are based on information available as of the date of this Quarterly Report and management’s then current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside our control and our directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, our results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
For a further discussion of these and other factors that could impact our future results and performance, see Part I, Item 1A., Risk Factors in our Annual Report on Form 10-K for the fiscal year ended February 28, 2022, filed with the SEC on April 29, 2022 (2022 Form 10-K).
4
PART I—Financial Information
Item 1. Financial Statements.
E2open Parent Holdings, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share amounts) |
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May 31, 2022 |
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February 28, 2022 |
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(Unaudited) |
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Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable - net of allowance of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Long-term investments |
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Goodwill |
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Intangible assets, net |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity |
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Accounts payable and accrued liabilities |
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$ |
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$ |
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Incentive program payable |
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Deferred revenue |
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Payable to Logistyx sellers |
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— |
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Current portion of notes payable |
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Current portion of operating lease obligations |
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Current portion of financing lease obligations |
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Total current liabilities |
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Long-term deferred revenue |
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Operating lease obligations |
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Financing lease obligations |
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Notes payable |
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Tax receivable agreement liability |
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Warrant liability |
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Contingent consideration |
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Deferred taxes |
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Other noncurrent liabilities |
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Total liabilities |
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Stockholders' Equity |
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Class A common stock; $ |
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Class V common stock; $ |
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Series B-1 common stock; $ |
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Series B-2 common stock; $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Accumulated deficit |
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( |
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( |
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Treasury stock, at cost: |
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( |
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( |
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Total E2open Parent Holdings, Inc. equity |
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Noncontrolling interest |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See notes to condensed consolidated financial statements.
5
E2open Parent Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended May 31, |
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(In thousands, except per share amounts) |
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2022 |
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2021 |
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Revenue |
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Subscriptions |
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$ |
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$ |
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Professional services and other |
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Total revenue |
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Cost of Revenue |
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Subscriptions |
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Professional services and other |
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Amortization of acquired intangible assets |
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Total cost of revenue |
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Gross Profit |
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Operating Expenses |
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Research and development |
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Sales and marketing |
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General and administrative |
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Acquisition-related expenses |
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Amortization of acquired intangible assets |
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Total operating expenses |
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Loss from operations |
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( |
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Other income (expense) |
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Interest and other expense, net |
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( |
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( |
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Change in tax receivable agreement liability |
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( |
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( |
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Gain (loss) from change in fair value of warrant liability |
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( |
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Gain (loss) from change in fair value of contingent consideration |
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( |
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Total other expenses |
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( |
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( |
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Loss before income tax provision |
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( |
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( |
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Income tax benefit (expense) |
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( |
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Net loss |
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( |
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Less: Net loss attributable to noncontrolling interest |
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Net loss attributable to E2open Parent Holdings, Inc. |
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$ |
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$ |
( |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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Net loss attributable to E2open Parent Holdings, |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
( |
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See notes to condensed consolidated financial statements.
6
E2open Parent Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
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Three Months Ended May 31, |
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(In thousands) |
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2022 |
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2021 |
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Net loss |
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$ |
( |
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$ |
( |
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Other comprehensive (loss) income, net: |
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Net foreign currency translation (loss) income, net of tax of $ |
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( |
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Total other comprehensive (loss) income, net |
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( |
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Comprehensive loss |
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( |
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Less: Comprehensive loss attributable to noncontrolling interest |
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( |
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( |
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Comprehensive loss attributable to E2open Parent Holdings, Inc. |
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$ |
( |
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$ |
( |
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See notes to condensed consolidated financial statements.
7
E2open Parent Holdings, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands) |
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Common |
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Additional |
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Accumulated |
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Retained |
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Treasury Stock |
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Total |
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Noncontrolling |
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Total |
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Balance, February 28, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
— |
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$ |
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$ |
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$ |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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— |
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( |
) |
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( |
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( |
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Balance, May 31, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
— |
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$ |
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$ |
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$ |
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(In thousands) |
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Common |
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Additional |
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Accumulated |
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Accumulated |
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Treasury Stock |
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Total |
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Noncontrolling |
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Total |
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Balance, February 28, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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Conversion of Common |
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— |
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— |
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— |
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— |
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( |
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— |
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Vesting of restricted stock |
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— |
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( |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive loss |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
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— |
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( |
) |
Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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( |
) |
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( |
) |
Balance, May 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
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$ |
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$ |
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$ |
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See notes to condensed consolidated financial statements.
8
E2open Parent Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Three Months Ended May 31, |
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(In thousands) |
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2022 |
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2021 |
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Cash flows from operating activities |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash from operating activities: |
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Depreciation and amortization |
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Amortization of deferred commissions |
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Provision for credit losses |
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Amortization of debt issuance costs |
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Amortization of operating lease right-of-use assets |
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Share-based compensation |
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Change in tax receivable agreement liability |
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(Gain) loss from change in fair value of warrant liability |
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( |
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(Gain) loss from change in fair value of contingent consideration |
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( |
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Gain on disposal of property and equipment |
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— |
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( |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Prepaid expenses and other current assets |
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Other noncurrent assets |
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( |
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( |
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Accounts payable and accrued liabilities |
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( |
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( |
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Incentive program payable |
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( |
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Deferred revenue |
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( |
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Changes in other liabilities |
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