E2open Announces Fiscal 2026 First Quarter Financial Results

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 first quarter ended May 31, 2025.

“Our first quarter results demonstrate that our core business continues to strengthen and underscore the progress we have made in putting e2open back on a sustainable growth path,” said Andrew Appel, e2open chief executive officer. “Our entire e2open team remains focused on client satisfaction and retention, flawless delivery of our products, and value-added innovation. These efforts came to fruition in Q1 as we returned to year-over-year subscription revenue growth. I believe e2open is well positioned for the next chapter in the company’s development, which is our pending acquisition by WiseTech Global as announced in late May. Our e2open team is excited by the opportunity to partner with WiseTech in bringing industry-leading supply chain management capabilities to our many clients.”

“In Q1 FY26, e2open delivered subscription revenue above the high end of our guidance, marking our first year-over-year subscription revenue growth since mid-FY24. We also continued our trend of strong adjusted EBITDA and cash flow,” said Marje Armstrong, chief financial officer of e2open. “We are confirming all elements of our full-year guidance issued last quarter and want to thank all our employees for their support and dedication as we move forward with the WiseTech transaction, which we expect to close by the end of this calendar year.”

Fiscal First Quarter 2026 Financial Highlights

Recent Business Highlights

Financial Outlook for Fiscal Year 2026

As of July 10, 2025, e2open is reiterating full year 2026 guidance previously provided on April 29, 2025, as follows:

Quarterly Conference Call

E2open will host a conference call today at 5:00 p.m. ET to review fiscal first quarter 2026 financial results and the Company’s outlook for fiscal year 2026. To access this call, dial 888-506-0062 (domestic) or 973-528-0011 (international). The conference ID is 656761. 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 July 10, 2026, at 877-481-4010 (domestic) or 919-882-2331 (international). The replay passcode is 52634. 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 measures 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, adjusted EBITD, or adjusted EBITDA margin without unreasonable effort, and therefore no reconciliation of certain forward-looking non-GAAP financial measures for non-GAAP gross profit margin, adjusted EBITDA, or adjusted EBITDA margin is included.

Forward Looking Statement Disclaimer

This press release contains “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisition of e2open, anticipated future financial performance and results of e2open and expected timing of the closing of the proposed acquisition and other transactions contemplated by the merger agreement governing the transaction (the “Mergers”). These forward-looking statements are based on e2open management’s beliefs and assumptions and on information currently available to e2open management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential," "outlook," "guidance," or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. 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. Some factors that could cause actual results to differ include:

More information on factors that could cause our actual results or events to differ from those expressed in forward-looking statements are included from time to time in our reports filed with the SEC including in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025, filed with the SEC on April 29, 2025 (2025 Form 10-K). The forward-looking statements included in this press release are made only as of the date hereof. Except as required by applicable law or regulation, e2open does not undertake 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

(unaudited)

 

Three Months Ended May 31,

(In thousands, except per share amounts)

 

2025

 

 

2024

 

Revenue

Subscriptions

$

132,870

 

$

131,404

 

Professional services and other

 

19,740

 

 

19,759

 

Total revenue

 

152,610

 

 

151,163

 

Cost of Revenue

Subscriptions

 

38,385

 

 

37,099

 

Professional services and other

 

16,848

 

 

16,752

 

Amortization of acquired intangible assets

 

23,786

 

 

24,652

 

Total cost of revenue

 

79,019

 

 

78,503

 

Gross Profit

 

73,591

 

 

72,660

 

Operating Expenses

Research and development

 

23,354

 

 

24,797

 

Sales and marketing

 

20,173

 

 

20,996

 

General and administrative

 

21,415

 

 

23,343

 

Acquisition-related expenses

 

5,485

 

 

283

 

Amortization of acquired intangible assets

 

5,611

 

 

20,086

 

Total operating expenses

 

76,038

 

 

89,505

 

Loss from operations

 

(2,447

)

 

(16,845

)

Other income (expense)

Interest and other expense, net

 

(20,054

)

 

(25,373

)

Gain (loss) from change in tax receivable agreement liability

 

20,727

 

 

(3,974

)

Gain from change in fair value of warrant liability

 

479

 

 

3,761

 

Loss from change in fair value of contingent consideration

 

(12,060

)

 

(2,280

)

Total other expense

 

(10,908

)

 

(27,866

)

Loss before income tax provision

 

(13,355

)

 

(44,711

)

Income tax (expense) benefit)

 

(2,168

)

 

1,923

 

Net loss

 

(15,523

)

 

(42,788

)

Less: Net loss attributable to noncontrolling interest

 

(1,397

)

 

(3,926

)

Net loss attributable to E2open Parent Holdings, Inc.

$

(14,126

)

$

(38,862

)

 

Weighted-average common shares outstanding:

Basic

 

310,513

 

 

306,732

 

Diluted

 

310,513

 

 

306,732

 

Net loss attributable to E2open Parent Holdings, Inc. common shareholders per share:

Basic

$

(0.05

)

$

(0.13

)

Diluted

$

(0.05

)

$

(0.13

)

E2OPEN PARENT HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(In thousands)

May 31, 2025

February 28, 2025

Assets

Cash and cash equivalents

$

230,197

 

$

197,350

 

Restricted cash

 

9,818

 

 

14,785

 

Accounts receivable, net

 

108,184

 

 

133,436

 

Prepaid expenses and other current assets

 

35,729

 

 

34,025

 

Total current assets

 

383,928

 

 

379,596

 

Goodwill

 

1,243,848

 

 

1,213,794

 

Intangible assets, net

 

647,513

 

 

673,026

 

Property and equipment, net

 

60,927

 

 

61,278

 

Operating lease right-of-use assets

 

12,869

 

 

14,977

 

Other noncurrent assets

 

28,724

 

 

28,364

 

Total assets

$

2,377,809

 

$

2,371,035

 

Liabilities, Redeemable Share-Based Awards and Stockholders' Equity

Accounts payable and accrued liabilities

$

85,372

 

$

74,829

 

Channel client deposits payable

 

9,818

 

 

14,785

 

Deferred revenue

 

203,117

 

 

216,740

 

Current portion of tax receivable agreement liability

 

42,709

 

 

4,158

 

Current portion of notes payable

 

11,223

 

 

11,264

 

Current portion of operating lease obligations

 

5,807

 

 

6,146

 

Current portion of financing lease obligations

 

2,025

 

 

2,143

 

Income taxes payable

 

6,213

 

 

3,337

 

Total current liabilities

 

366,284

 

 

333,402

 

Long-term deferred revenue

 

3,026

 

 

1,536

 

Operating lease obligations

 

9,025

 

 

10,838

 

Financing lease obligations

 

2,740

 

 

3,170

 

Notes payable

 

1,029,604

 

 

1,031,180

 

Tax receivable agreement liability

 

-

 

 

59,277

 

Warrant liability

 

103

 

 

582

 

Contingent consideration

 

17,188

 

 

5,128

 

Deferred taxes

 

48,369

 

 

48,104

 

Other noncurrent liabilities

 

646

 

 

648

 

Total liabilities

 

1,476,985

 

 

1,493,865

 

Commitments and Contingencies

Redeemable share-based awards

 

167

 

 

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

 

3,452,223

 

 

3,444,584

 

Accumulated other comprehensive loss

 

(32,273

)

 

(63,835

)

Accumulated deficit

 

(2,547,659

)

 

(2,533,533

)

Treasury stock, at cost

 

(2,473

)

 

(2,473

)

Total E2open Parent Holdings, Inc. equity

 

869,849

 

 

844,774

 

Noncontrolling interest

 

30,808

 

 

32,205

 

Total stockholders' equity

 

900,657

 

 

876,979

 

Total liabilities, redeemable share-based awards and stockholders' equity

$

2,377,809

 

$

2,371,035

 

E2OPEN PARENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Three Months Ended May 31,

(In thousands)

 

2025

 

 

2024

 

Cash flows from operating activities

Net loss

$

(15,523

)

$

(42,788

)

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

Depreciation and amortization

 

36,698

 

 

53,605

 

Amortization of deferred commissions

 

3,070

 

 

2,109

 

Provision for credit losses

 

272

 

 

151

 

Amortization of debt issuance costs

 

1,351

 

 

1,320

 

Amortization of operating lease right-of-use assets

 

1,400

 

 

1,722

 

Share-based compensation

 

11,251

 

 

11,787

 

Deferred income taxes

 

(3,296

)

 

(5,972

)

Right-of-use assets impairment charge

 

305

 

 

 

(Gain) loss from change in tax receivable agreement liability

 

(20,727

)

 

3,974

 

Gain from change in fair value of warrant liability

 

(479

)

 

(3,761

)

Loss from change in fair value of contingent consideration

 

12,060

 

 

2,280

 

(Gain) loss on disposal of property and equipment

 

(8

)

 

79

 

Changes in operating assets and liabilities:

Accounts receivable

 

24,980

 

 

50,047

 

Prepaid expenses and other current assets

 

(1,639

)

 

(3,905

)

Other noncurrent assets

 

(2,894

)

 

(2,544

)

Accounts payable and accrued liabilities

 

7,466

 

 

(10,702

)

Channel client deposits payable

 

(4,967

)

 

1,177

 

Deferred revenue

 

(12,134

)

 

(26,403

)

Changes in other liabilities

 

4,609

 

 

3,740

 

Net cash provided by operating activities

 

41,795

 

 

35,916

 

Cash flows from investing activities

Capital expenditures

 

(7,326

)

 

(6,084

)

Net cash used in investing activities

 

(7,326

)

 

(6,084

)

Cash flows from financing activities

Repayments of indebtedness

 

(2,813

)

 

(2,808

)

Repayments of financing lease obligations

 

(547

)

 

(353

)

Proceeds from exercise of stock options

 

 

 

155

 

Payments of debt issuance costs

 

(536

)

 

 

Net cash used in financing activities

 

(3,896

)

 

(3,006

)

Effect of exchange rate changes on cash and cash equivalents

 

(2,693

)

 

76

 

Net increase in cash, cash equivalents and restricted cash

 

27,880

 

 

26,902

 

Cash, cash equivalents and restricted cash at beginning of period

 

212,135

 

 

149,038

 

Cash, cash equivalents and restricted cash at end of period

$

240,015

 

$

175,940

 

E2OPEN PARENT HOLDINGS, INC.

RECONCILIATION OF PRO FORMA INFORMATION

TABLE I

 

(in millions)

Q1

Q1

$ Var

% Var

FY2026

FY2025

PRO FORMA REVENUE RECONCILIATION

 

 

 

 

Total GAAP Revenue

152.6

151.2

1.5

1.0%

Constant currency FX impact (1)

(0.4)

-

(0.4)

n/m

Total non-GAAP revenue (constant currency basis) (2)

$152.3

$151.2

$1.1

0.7%

 

 

 

 

GAAP Subscription Revenue

132.9

131.4

1.5

1.1%

Constant currency FX impact (1)

(0.3)

-

(0.3)

n/m

Non-GAAP subscription revenue (constant currency basis) (2)

$132.6

$131.4

$1.2

0.9%

 

 

 

 

GAAP Professional Services and other revenue

19.7

19.8

(0.0)

(0.1%)

Constant currency FX impact (1)

(0.1)

-

(0.1)

n/m

Non-GAAP professional services and other revenue (constant currency basis) (2)

$19.7

$19.8

($0.1)

(0.4%)

 

 

 

 

PRO FORMA GROSS PROFIT RECONCILIATION

 

 

 

 

GAAP Gross profit

73.6

72.7

0.9

1.3%

Depreciation and amortization

26.4

28.5

(2.1)

(7.5%)

Share-based compensation (3)

1.7

1.2

0.4

36.4%

Non-recurring/non-operating costs (4)

0.8

0.2

0.6

300.0%

Non-GAAP gross profit

$102.4

$102.6

($0.2)

(0.2%)

Non-GAAP Gross Margin %

67.1%

67.8%

 

 

Constant currency FX impact (1)

(0.1)

-

(0.1)

n/m

Total non-GAAP gross profit (constant currency basis) (2)

$102.3

$102.6

($0.3)

(0.2%)

Non-GAAP Gross Margin % (constant currency basis) (2)

67.2%

67.8%

 

 

 

 

 

 

PRO FORMA ADJUSTED EBITDA RECONCILIATION

 

 

 

 

Net income (loss)

(15.5)

(42.8)

27.3

n/m

Interest expense, net

22.1

24.7

(2.6)

(10.6%)

Income tax expense (benefit)

2.2

(1.9)

4.1

n/m

Depreciation and amortization

36.7

53.6

(16.9)

(31.5%)

EBITDA

$45.4

$33.6

$11.8

35.2%

Share-based compensation (3)

11.3

11.8

(0.5)

(4.6%)

Non-recurring/non-operating costs (4)

(1.1)

2.6

(3.7)

n/m

Acquisition-related adjustments (5)

5.5

0.3

5.2

1,857.1%

Change in tax receivable agreement liability (6)

(20.7)

4.0

(24.7)

n/m

Change in fair value of warrant liability (7)

(0.5)

(3.8)

3.3

(87.2%)

Change in fair value of contingent consideration (8)

12.1

2.3

9.8

428.9%

Right-of-use assets impairment charge (9)

0.3

-

0.3

n/m

Adjusted EBITDA

$52.2

$50.7

$1.5

3.0%

Adjusted EBITDA Margin %

34.2%

33.6%

 

 

Constant currency FX impact (1)

0.1

-

0.1

n/m

Total adjusted EBITDA (constant currency basis) (2)

$52.3

$50.7

$1.6

3.2%

Adjusted EBITDA Margin % (constant currency basis) (2)

34.4%

33.6%

 

 

 

(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 on our operating lease ROU assets and leasehold improvements due to vacating certain facilities.

E2OPEN PARENT HOLDINGS, INC.

RECONCILIATION OF NON-GAAP EXPENSES

TABLE II

 

Fiscal First Quarter 2026

 

 

 

 

 

 

 

(in millions)

GAAP

Non-
recurring(1)

 

Depreciation
&
Amortization

Share-Based
Compensation

Non-
GAAP
(Adjusted)

% of
Revenue

Impairment
Charges(2)

COST OF GOODS

 

 

 

 

 

 

 

Subscriptions

38.4

(0.7)

-

(2.4)

(1.0)

34.2

25.7%

Professional services and other

16.9

(0.1)

-

(0.1)

(0.6)

16.0

81.2%

Amortization of intangibles

23.8

-

-

(23.8)

0.0

-

 

Total cost of revenue

$79.0

($0.8)

-

(26.4)

(1.7)

$50.2

32.9%

 

 

 

 

 

 

 

 

Gross Profit

$73.6

$0.8

-

$26.4

$1.7

$102.4

67.1%

 

 

 

 

 

 

 

 

OPERATING COSTS

 

 

 

 

 

 

 

Research & development

23.4

(0.0)

-

(4.4)

(1.4)

17.5

11.5%

Sales & marketing

20.2

(0.1)

-

(0.2)

(2.5)

17.5

11.4%

General & administrative

21.4

(0.0)

(0.3)

(0.1)

(5.7)

15.2

10.0%

Acquisition related expenses

5.5

(5.5)

-

-

-

-

 

Amortization of intangibles

5.6

-

-

(5.6)

-

-

 

Total operating expenses

$76.0

($5.6)

($0.3)

($10.3)

($9.6)

$50.2

32.9%

 
(1) Primarily includes non-recurring expenses such as non-acquisition severance related to cost reduction initiatives and reorganizations, non-recurring consulting and advisory fees, and non-recurring expenses related to the strategic review.
(2) Represents the right-of-use assets impairment charge taken in the first quarter of fiscal 2026.

E2OPEN PARENT HOLDINGS, INC.

RECONCILIATION OF ADJUSTED EARNINGS PER SHARE

TABLE III

 

Fiscal First Quarter 2026

 

(in millions, except per share amounts)

Q1 26

GAAP Net income (loss)

(15.5)

Interest expense, net

22.1

Income taxes benefit

2.2

Depreciation & amortization

36.7

EBITDA

$45.4

Share-based compensation

11.3

Non-recurring/non-operating costs

(1.1)

Acquisition-related adjustments

5.5

Change in tax receivable agreement liability

(20.7)

Change in fair value of warrant liability

(0.5)

Change in fair value of contingent consideration

12.1

Right-of-use assets impairment charge

0.3

Adjusted EBITDA

$52.2

Depreciation

(7.3)

Interest and other expense, net

(22.1)

Normalized income taxes (1)

(5.5)

Adjusted Net Income

$17.4

Adjusted basic shares outstanding

349.1

Adjusted earnings per share

$0.05

 

(1) Income taxes calculated using 24% effective rate.

E2OPEN PARENT HOLDINGS, INC.

ADJUSTED FREE CASH FLOW

TABLE IV

 

Fiscal First Quarter 2026

(in millions)

Q1 26

GAAP operating cash flow

41.8

 

Add: Non recurring cash payments (1)

1.3

Add: Change in channel client deposits payable (2)

5.0

Adjusted operating cash flow

$48.0

 

Capital expenditures

(7.3)

Adjusted free cash flow

$40.7

 

(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

 

Fiscal First Quarter 2026

 

Description

Shares
(000's)

Notes

Shares outstanding as of May 31, 2025

312,397

 

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

349,089

 

 

 

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)

19,578

Restricted shares issued to employees, management and directors under the long-term incentive plan.

Fully Converted Shares

403,924