8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 8, 2015

E2open, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-35598	94-3366487
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4100 East Third Avenue, Suite 400

Foster City, California 94404

(Address of principal executive offices, including zip code)

(650) 645-6500

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 – Results of Operations and Financial Condition.

On January 8, 2015, E2open, Inc. issued a press release announcing results for the quarter ended November 30, 2014. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information in this current report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated January 8, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 8, 2015

E2OPEN, INC.
By:	/s/ Peter J. Maloney
Name:	Peter J. Maloney
Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated January 8, 2015

EX-99.1

Exhibit 99.1

E2open Announces Third Quarter of Fiscal Year 2015 Results

Third quarter non-GAAP subscriptions and support revenue of $16.9 million, a 15.0% increase year-over-year

Foster City, CA (January 8, 2015) – E2open, Inc. (NASDAQ: EOPN), the leading provider of strategic, cloud-based software solutions for collaborative planning and execution across global trading networks, today announced financial results for the quarter ended November 30, 2014.

“We were pleased to deliver results at or above the high end of our previous guidance,” said Mark Woodward, E2open’s President and CEO. “While our pipeline activity remains robust, recent sales execution challenges have caused us to lower our expectations for both revenue and bookings for the balance of the year. We have taken steps to correct these issues and we remain confident in the market opportunity in front of the company.”

Third Quarter Financial Highlights:

• GAAP Revenue: Total GAAP revenue was $20.2 million for the third quarter of fiscal 2015; subscriptions and support revenue was $16.7 million and professional services revenue was $3.5 million.

• Non-GAAP Revenue: Total non-GAAP revenue for the third quarter of fiscal 2015 included $0.5 million from the impact of a previous contract amendment that accelerated revenue from future periods to the second quarter of fiscal 2013, and $0.1 million from the impact of purchase accounting adjustments to deferred revenue in connection with the acquisition of ICON in the second quarter of fiscal 2014 and Serus in the second quarter of fiscal 2015. Total non-GAAP revenue was $20.8 million, an increase of 10% compared to $18.9 million for the third quarter of fiscal 2014 and flat compared to $20.8 million for the second quarter of fiscal 2015. Subscriptions and support revenue was $16.9 million, an increase of 15% compared to $14.7 million for the third quarter of fiscal 2014 and a decrease of 1% compared to $17.1 million for the second quarter of fiscal 2015. Professional services revenue was $3.9 million, a decrease of 8% compared to $4.3 million for the third quarter of fiscal 2014 and an increase of 6% compared to $3.7 million for the second quarter of fiscal 2015.

• GAAP Loss from Operations: GAAP loss from operations was ($8.4) million compared to ($7.1) million for the third quarter of fiscal 2014 and ($9.2) million for the second quarter of fiscal 2015.

• Non-GAAP Loss from Operations: Non-GAAP loss from operations was ($4.0) million compared to ($3.9) million for the third quarter of fiscal 2014 and ($3.3) million for the second quarter of fiscal 2015.

• GAAP Net Loss: GAAP net loss was ($9.1) million compared to ($7.4) million for the third quarter of fiscal 2014 and ($9.3) million for the second quarter of fiscal 2015. GAAP net loss per share was ($0.31), based on 29.3 million weighted-average shares outstanding, compared to ($0.28) per share, based on 26.5 million weighted-average shares outstanding, for the third quarter of fiscal 2014 and ($0.32) per share, based on 29.1 million weighted-average shares outstanding, for the second quarter of fiscal 2015.

• Non-GAAP Net Loss: Non-GAAP net loss was ($4.7) million compared to ($4.4) million for the third quarter of fiscal 2014 and ($3.3) million for the second quarter of fiscal 2015. Non-GAAP net loss per share was ($0.15), based on 30.5 million weighted-average shares outstanding, compared to ($0.16), based on 28.1 million weighted-average shares outstanding, for the third quarter of fiscal 2014 and ($0.11), based on 30.9 million weighted-average shares outstanding, for the second quarter of fiscal 2015.

• Adjusted EBITDA: Adjusted EBITDA was ($3.3) million compared to ($3.3) million for the third quarter of fiscal 2014 and ($2.7) million for the second quarter of fiscal 2015.

• Cash Flow: Cash flow from operations was ($9.2) million and free cash flow was ($9.0) million after deducting $0.2 million of capital expenditures and adding back payments for acquisition-related expenses of $0.4 million. This compares to cash flow from operations of ($8.0) million and free cash flow of ($7.6) million after deducting $0.1 million of capital expenditures and adding back payment for acquisition-related expenses of $0.5 million for the third quarter of fiscal 2014.

• Balance Sheet: Cash and investments was $25.1 million, a decrease of $11.0 million compared to $36.1 million at the end of the second quarter of fiscal 2015.

Third Quarter & Recent Business Highlights:

• Partnered with Esri, the leading provider of GIS and location intelligence software, to enhance supply chain performance with real-time, map-based track and trace capabilities for improved logistics monitoring and visibility.

• Presented at the 2014 Consumer Goods Business and Technology Leadership Conference, the 2014 Open Applications (OAGi) Plenary Meeting, and the American Supply Chain and Logistics Summit.

• Earned Drummond Certification in the Fall 2014 AS2 Interoperability Test Event, extending interoperability certifications across AS2 Reliability and AS2 Restart profiles.

• Added 5 new customers during the quarter and expanded our relationship with several existing customers.

• Ended the quarter with 129 enterprise customers, 41,130 unique registered trading partners, and 140,041 unique registered users on the E2open Business Network.

A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below, under the heading “Non-GAAP Financial Measures.”

Guidance:

As of January 8, 2015, E2open is providing guidance for its fourth quarter of fiscal 2015 as well as the full fiscal year 2015.

• Full Year Fiscal 2015 Guidance: Total GAAP revenue is expected to be in the range of $78.4 million to $78.9 million, including a $2.1 million impact to revenue, due to the aforementioned acceleration of revenue in the second quarter of fiscal 2013 in connection with a contract amendment and the impact of purchase accounting adjustments to deferred revenue related to acquisitions. Excluding the aforementioned contract amendment and the purchase accounting adjustments to deferred revenue, total non-GAAP revenue is expected to be in the range of $80.5 million to $81.0 million. Non-GAAP loss from operations is expected to be in the range of ($18.1) million to ($17.6) million. Non-GAAP loss per share is expected to be in the range of ($0.63) to ($0.61) based on approximately 30.5 million weighted-average shares outstanding. Adjusted EBITDA is expected to be in the range of ($15.7) million to ($15.2) million. Free cash flow is expected to be in the range of ($15.5) million to ($14.5) million. New and upsell subscriptions and support bookings are expected to be in the range of $71.0 million to $75.0 million, representing growth of approximately 0% to 6% compared to fiscal 2014.

• Fourth Quarter Fiscal 2015 Guidance: Total GAAP revenue is expected to be in the range of $19.2 million to $19.7 million. Total non-GAAP revenue is expected to be in the range of $19.3 million to $19.8 million, which includes a $0.1 million impact to revenue, due to the aforementioned acceleration of revenue in the second quarter of fiscal 2013 in connection with a contract amendment and the impact of purchase accounting adjustments to deferred revenue related to acquisitions. Non-GAAP loss from operations is expected to be in the range of ($6.6) million to ($6.1) million. Non-GAAP loss per share is expected to be in the range of ($0.22) to ($0.20) based on approximately 31.6 million weighted-average shares outstanding. Adjusted EBITDA is expected to be in the range of ($6.1) million to ($5.6) million.

With respect to the Company’s expectations under “Guidance” above, the Company has not reconciled non-GAAP loss from operations or non-GAAP loss per share to GAAP loss from operations and GAAP loss per share because these items cannot be reasonably predicted.

Conference Call Details:

• What: E2open financial results for the third quarter of fiscal 2015 and outlook for the fourth quarter of fiscal 2015 and the full year of fiscal 2015

• When: January 8, 2015 at 2:00 P.M. Pacific Time (5:00 P.M. Eastern Time)

• Dial in: To access the call in the U.S., please dial (877) 407-3982, and for international callers, please dial (201) 493-6780. Callers may provide confirmation number 13597069 to access the call more quickly, and are encouraged to dial into the call 10 to 15 minutes prior to the start to prevent any delay in joining.

• Webcast: http://investor.e2open.com/ (live and replay)

• Replay: A replay of the call will be available via telephone for seven days, beginning two hours after the call. To listen to the telephone replay in the U.S., please dial (877) 870-5176, and for international callers, please dial (858) 384-5517 and enter access code 13597069.

About E2open

E2open (NASDAQ: EOPN) is the leading provider of cloud-based, on-demand software solutions enabling enterprises to procure, manufacture, sell, and distribute products more efficiently through collaborative planning and execution across global trading networks. Enterprises use E2open solutions to gain visibility into and control over their trading networks through the real-time information, integrated business processes, and advanced analytics that E2open provides. E2open customers include Avnet, Celestica, Cisco, HP, IBM, Lenovo, L’Oreal, Motorola Solutions, Seagate, and Vodafone. E2open is headquartered in Foster City, California with operations worldwide. For more information, visit www.e2open.com.

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements about expected total GAAP revenue, the effect of the acceleration of revenue in connection with a contract amendment, the impact of purchase accounting adjustments to deferred revenue related to acquisitions, total non-GAAP revenue, non-GAAP loss from operations, non-GAAP loss per share, weighted-average shares outstanding, and adjusted EBITDA for the fourth quarter of fiscal 2015 and the full fiscal year, and free cash flow and new and upsell subscriptions and support bookings for the full fiscal year. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, the Company’s results could differ materially from the results expressed or implied by the forward-looking statements we make.

The risks and uncertainties referred to above include, but are not limited to, risks associated with the Company’s growth strategy; the Company’s plans for future products; the Company’s operating results; the Company’s ability to anticipate future market demands and future needs of its customers; the Company’s customer concentration; the Company’s ability to effectively manage its growth; the Company’s expectations regarding expenses, sales and operations; anticipated trends and challenges in the markets in which the Company operates; the Company’s competition; the Company’s ability to successfully enter new markets and manage its international expansion; the Company’s acquisitions; and the Company’s intellectual property.

Further information on these and other factors that could affect the Company’s financial results is included in the filings made with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K and the Company’s quarterly report on Form 10-Q. These documents are available on the SEC Filings section of the Investor Relations section of the Company’s website at: http://investor.e2open.com.

E2open, Inc. assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Non-GAAP Financial Measures

Our reported results include certain non-GAAP financial measures, including total non-GAAP revenue, non-GAAP loss from operations, non-GAAP net loss, weighted-average shares outstanding, non-GAAP net loss per share, adjusted EBITDA, and free cash flow. Non-GAAP loss from operations and non-GAAP net loss exclude expenses related to stock-based compensation expense, amortization of acquired intangibles, acquisition-related expenses, and non-cash income taxes, as they are often excluded by other companies to help investors understand the operational performance of their business and, in the case of stock-based compensation, can be difficult to predict. In addition, stock-based compensation expense varies from period to period and company to company due

to such things as differing valuation methodologies and changes in stock price. Non-GAAP revenue, non-GAAP loss from operations and non-GAAP net loss also exclude the impact of certain accelerated revenue recognized in connection with a contract amendment in the second quarter of fiscal 2013 and the impact of purchase accounting adjustments to deferred revenue related to acquisitions. Adjusted EBITDA is defined as net income (loss), adjusted for accelerated revenue from a contract amendment, the impact of purchase accounting adjustments to deferred revenue related to acquisitions, depreciation and amortization, stock-based compensation expense, interest and other income (expense), net, benefit from (provision for) income taxes, amortization of acquired intangibles, and acquisition-related expenses. Free cash flow is defined as net cash provided by (used in) operating activities less capital expenditures, adjusted for payment of acquisition-related expenses. Reconciliation tables are provided in this press release. Management believes that the use of non-GAAP financial measures provides consistency and comparability with our past financial performance, facilitates period to period comparisons of results of operations, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. Non-GAAP results are presented for supplemental informational purposes only for understanding our operating results. The non-GAAP results should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP measures used by other companies.

ICR

Greg Kleiner, 650-645-6675

Investor Relations

investor.relations@e2open.com

E2open, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended									Nine Months Ended
	November 30, 2014			August 31, 2014			November 30, 2013			November 30, 2014			November 30, 2013
Revenue
Subscriptions and support	$	16,650		$	16,733		$	14,400		$	49,689		$	40,125
Professional services and other		3,500			3,248			3,860			9,473		$	11,746
Total revenue		20,150			19,981			18,260			59,162			51,871
Cost of revenue
Subscriptions and support (1)		3,383			3,390			2,769			9,893			7,942
Professional services and other (1)		4,012			4,132			4,309			11,995			12,852
Amortization of acquired intangibles		735			722			408			1,807			466
Total cost of revenue		8,130			8,244			7,486			23,695			21,260
Gross profit (loss)
Subscriptions and support		13,267			13,343			11,631			39,796			32,183
Professional services and other		(512	)		(884	)		(449	)		(2,522	)		(1,106	)
Amortization of acquired intangibles		(735	)		(722	)		(408	)		(1,807	)		(466	)
Total gross profit		12,020			11,737			10,774			35,467			30,611
Gross margin (loss)
Subscriptions and support		75	%		75	%		78	%		76	%		79	%
Professional services and other		(15	)%		(27	)%		(12	)%		(27	)%		(9	)%
Total gross margin		60	%		59	%		59	%		60	%		59	%
Operating expenses
Research and development (1)		5,451			5,435			5,099			16,110			13,705
Sales and marketing (1)		11,204			10,463			9,683			32,109			26,334
General and administrative (1)		3,061			3,706			2,413			9,665			7,502
Acquisition-related expenses		44			708			340			960			1,131
Amortization of acquired intangibles		685			672			369			1,651			394
Total operating expenses		20,445			20,984			17,904			60,495			49,066
Loss from operations		(8,425	)		(9,247	)		(7,130	)		(25,028	)		(18,455	)
Interest and other expense, net		(576	)		45			(461	)		(564	)		(379	)
Loss before income taxes		(9,001	)		(9,202	)		(7,591	)		(25,592	)		(18,834	)
Benefit from (provision for) income taxes		(65	)		(147	)		209			(142	)		135
Net loss	$	(9,066	)	$	(9,349	)	$	(7,382	)	$	(25,734	)	$	(18,699	)
Net loss per share:
Basic and diluted	$	(0.31	)	$	(0.32	)	$	(0.28	)	$	(0.89	)	$	(0.72	)
Weighted average shares used to compute net loss per share:
Basic and diluted		29,253			29,108			26,545			29,065			26,061
(1) Includes stock-based compensation as follows:
Cost of revenue
Subscriptions and support	$	114		$	157		$	77		$	375		$	222
Professional services and other		535			727			326			1,700			910
Total cost of revenue		649			884			403			2,075			1,132
Operating expenses
Research and development		206			216			133			581			349
Sales and marketing		887			1,055			559			2,614			1,466
General and administrative		572			873			351			1,858			1,062
Total operating expenses		1,665			2,144			1,043			5,053			2,877
Total stock-based compensation	$	2,314		$	3,028		$	1,446		$	7,128		$	4,009

E2open, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

	November 30, 2014			February 28, 2014
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	18,900		$	42,723
Short-term investments		5,271			14,374
Accounts receivable, net		18,134			21,995
Prepaid expenses and other current assets		4,655			4,380
Total current assets		46,960			83,472
Long-term investments		900			8,541
Goodwill		35,992			22,556
Intangible assets, net		23,436			11,395
Property and equipment, net		3,441			3,431
Other assets		1,245			1,316
Total assets	$	111,974		$	130,711
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	12,263		$	12,366
Deferred revenue		33,705			43,672
Acquisition-related obligations		9,960			5,473
Current portion of notes payable and capital lease obligations		3,915			2,995
Total current liabilities		59,843			64,506
Deferred revenue		2,472			1,587
Notes payable and capital lease obligations, net of current portion		2,557			2,599
Other noncurrent liabilities		1,907			2,195
Total liabilities		66,779			70,887
Stockholders’ equity:
Common stock		29			29
Additional paid-in capital		437,154			426,031
Accumulated other comprehensive income		13			31
Accumulated deficit		(392,001	)		(366,267	)
Total stockholders’ equity		45,195			59,824
Total liabilities and stockholders’ equity	$	111,974		$	130,711

E2open, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Three Months Ended									Nine Months Ended
	November 30, 2014			August 31, 2014			November 30, 2013			November 30, 2014			November 30, 2013
Cash flows from operating activities:
Net loss	$	(9,066	)	$	(9,349	)	$	(7,382	)	$	(25,734	)	$	(18,699	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		2,314			3,028			1,446			7,128			4,009
Depreciation and amortization		2,086			2,028			1,329			5,329			2,312
Other		557			222			(256	)		846			(80	)
Changes in operating assets and liabilities:
Accounts receivable, net		(6,327	)		4,350			(10,145	)		4,708			454
Prepaid expenses and other current assets		(309	)		716			131			1,362			(608	)
Accounts payable and accrued liabilities		1,011			445			2,222			1,106			3,100
Deferred revenue		428			(7,784	)		4,662			(12,539	)		(6,370	)
Other noncurrent liabilities		83			(495	)		(30	)		(578	)		476
Net cash used in operating activities		(9,223	)		(6,839	)		(8,023	)		(18,372	)		(15,406	)
Cash flows from investing activities:
Capital expenditures		(202	)		(118	)		(68	)		(391	)		(165	)
Sale (purchase) of marketable securities, net		16,925			7,243			8,226			16,418			26,777
Payments for acquisitions, net of cash acquired		(3,997	)		(12,323	)		—			(16,320	)		(11,489	)
Additions to cash held in escrow, net		3,997			(5,421	)		—			(1,424	)		—
Other assets		29			(27	)		(6	)		1			67
Net cash provided by (used in) investing activities		16,752			(10,646	)		8,152			(1,716	)		15,190
Cash flows from financing activities:
Proceeds from bank credit facilities		—			1,887			1,982			4,171			2,518
Repayment of bank credit facilities		—			(1,887	)		(2,693	)		(4,171	)		(3,346	)
Repayment of notes payable and capital lease obligations		(1,036	)		(1,071	)		(639	)		(3,055	)		(1,533	)
Payment of stock offering costs		(228	)		—			—			(533	)		—
Proceeds from exercise of common stock options		125			345			643			559			1,821
Repayment of debt assumed from acquired company		—			(143	)		—			(143	)		(7,126	)
Other		(446	)		(5	)		(17	)		(503	)		(17	)
Net cash used in financing activities		(1,585	)		(874	)		(724	)		(3,675	)		(7,683	)
Effect of exchange rate changes		36			(70	)		27			(60	)		18
Net decrease in cash and cash equivalents		5,980			(18,429	)		(568	)		(23,823	)		(7,881	)
Cash and cash equivalents at beginning of period		12,920			31,349			12,949			42,723			20,262
Cash and cash equivalents at end of period	$	18,900		$	12,920		$	12,381		$	18,900		$	12,381
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	93		$	82		$	67		$	269		$	143
Income taxes	$	66		$	33		$	44		$	222		$	121
Noncash financing and investing activities:
Property, software and equipment acquired under notes payable and capital leases	$	371		$	559		$	395		$	1,242		$	2,072
Prepaid software, maintenance and services acquired under notes payable and capital leases	$	612		$	901		$	847		$	1,939		$	2,919
Issuance of common stock for acquisitions	$	—		$	3,966		$	—		$	3,966		$	8,849

E2open, Inc. and Subsidiaries

GAAP to Non-GAAP Reconciliation Tables

(dollars in thousands)

(Unaudited)

	Three Months Ended									Nine Months Ended
	November 30, 2014			August 31, 2014			November 30, 2013			November 30, 2014			November 30, 2013
Non-GAAP Revenue
GAAP Revenue
Subscriptions and support	$	16,650		$	16,733		$	14,400		$	49,689		$	40,125
Professional services and other		3,500			3,248			3,860			9,473			11,746
Total		20,150			19,981			18,260			59,162			51,871
Add: accelerated revenue from contract amendment
Subscriptions and support		78			79			78			236			236
Professional services and other		419			429			424			1,277			1,282
Total		497			508			502			1,513			1,518
Add: deferred revenue purchase accounting adjustment
Subscriptions and support		131			240			178			450			242
Professional services and other		5			25			—			30			—
Total		136			265			178			480			242
Non-GAAP Revenue
Subscriptions and support		16,859			17,052			14,656			50,375			40,603
Professional services and other		3,924			3,702			4,284			10,780			13,028
Total	$	20,783		$	20,754		$	18,940		$	61,155		$	53,631
Non-GAAP Gross Profit
GAAP Gross Profit
Subscriptions and support	$	13,267		$	13,343		$	11,631		$	39,796		$	32,183
Professional services and other		(512	)		(884	)		(449	)		(2,522	)		(1,106	)
Amortization of acquired intangibles		(735	)		(722	)		(408	)		(1,807	)		(466	)
Total		12,020			11,737			10,774			35,467			30,611
Add: accelerated revenue from contract amendment
Subscriptions and support		78			79			78			236			236
Professional services and other		419			429			424			1,277			1,282
Total		497			508			502			1,513			1,518
Add: deferred revenue purchase accounting adjustment
Subscriptions and support		131			240			178			450			242
Professional services and other		5			25			—			30			—
Total		136			265			178			480			242
Add: stock-based compensation expense
Subscriptions and support		114			157			77			375			222
Professional services and other		535			727			326			1,700			910
Total		649			884			403			2,075			1,132
Add: amortization of acquired intangibles
Subscriptions and support		—			—			—			—			—
Professional services and other		—			—			—			—			—
Amortization of acquired intangibles		735			722			408			1,807			466
Total		735			722			408			1,807			466
Non-GAAP Gross Profit
Subscriptions and support		13,590			13,819			11,964			40,857			32,883
Professional services and other		447			297			301			485			1,086
Amortization of acquired intangibles		—			—			—			—			—
Total	$	14,037		$	14,116		$	12,265		$	41,342		$	33,969
Non-GAAP Gross Margin
Subscriptions and support		81	%		81	%		82	%		81	%		81	%
Professional services and other		11	%		8	%		7	%		4	%		8	%
Total		68	%		68	%		65	%		68	%		63	%

E2open, Inc. and Subsidiaries

GAAP to Non-GAAP Reconciliation Tables

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended									Nine Months Ended
	November 30, 2014			August 31, 2014			November 30, 2013			November 30, 2014			November 30, 2013
Non-GAAP Loss from Operations
GAAP loss from operations	$	(8,425	)	$	(9,247	)	$	(7,130	)	$	(25,028	)	$	(18,455	)
Add: accelerated revenue from contract amendment		497			508			502			1,513			1,518
Add: deferred revenue purchase accounting adjustment		136			265			178			480			242
Add: stock-based compensation expense		2,314			3,028			1,446			7,128			4,009
Add: amortization of acquired intangibles		1,420			1,394			777			3,458			860
Add: acquisition-related expenses		44			708			340			960			1,131
Non-GAAP loss from operations	$	(4,014	)	$	(3,344	)	$	(3,887	)	$	(11,489	)	$	(10,695	)
Non-GAAP Net Loss Per Share
Numerator:
GAAP net loss	$	(9,066	)	$	(9,349	)	$	(7,382	)	$	(25,734	)	$	(18,699	)
Add: accelerated revenue from contract amendment		497			508			502			1,513			1,518
Add: deferred revenue purchase accounting adjustment		136			265			178			480			242
Add: stock-based compensation		2,314			3,028			1,446			7,128			4,009
Add (Less): provision for (benefit from) income taxes		65			147			(209	)		142			(135	)
Add: amortization of acquired intangibles		1,420			1,394			777			3,458			860
Add: acquisition-related expenses		44			708			340			960			1,131
Non-GAAP loss before income taxes		(4,590	)		(3,299	)		(4,348	)		(12,053	)		(11,074	)
Cash paid for income taxes		(66	)		(33	)		(44	)		(222	)		(121	)
Non-GAAP net loss	$	(4,656	)	$	(3,332	)	$	(4,392	)	$	(12,275	)	$	(11,195	)
Denominator:
Reconciliation between GAAP and non-GAAP weighted average shares used to compute diluted net loss per share:
Weighted average number of shares used to compute GAAP net loss per share (diluted)		29,253			29,108			26,545			29,065			26,061
Effect of potentially dilutive common stock equivalents (1)		1,236			1,780			1,509			1,638			1,542
Non-GAAP weighted average shares used to compute non-GAAP net loss per share		30,489			30,888			28,054			30,703			27,603
GAAP net loss per share (diluted)	$	(0.31	)	$	(0.32	)	$	(0.28	)	$	(0.89	)	$	(0.72	)
Non-GAAP net loss per share	$	(0.15	)	$	(0.11	)	$	(0.16	)	$	(0.40	)	$	(0.41	)
Adjusted EBITDA
GAAP net loss	$	(9,066	)	$	(9,349	)	$	(7,382	)	$	(25,734	)	$	(18,699	)
Add: depreciation and amortization		666			634			552			1,871			1,452
Add: amortization of acquired intangibles		1,420			1,394			777			3,458			860
Add (Less): interest and other expense, net		576			(45	)		461			564			379
Add (Less): provision for (benefit from) income taxes		65			147			(209	)		142			(135	)
EBITDA		(6,339	)		(7,219	)		(5,801	)		(19,699	)		(16,143	)
Add: accelerated revenue from contract amendment		497			508			502			1,513			1,518
Add: deferred revenue purchase accounting adjustment		136			265			178			480			242
Add: stock-based compensation expense		2,314			3,028			1,446			7,128			4,009
Add: acquisition-related expenses		44			708			340			960			1,131
Adjusted EBITDA	$	(3,348	)	$	(2,710	)	$	(3,335	)	$	(9,618	)	$	(9,243	)
Free Cash Flow
Net cash used in operating activities	$	(9,223	)	$	(6,839	)	$	(8,023	)	$	(18,372	)	$	(15,406	)
Less: capital expenditures		(202	)		(118	)		(68	)		(391	)		(165	)
Add: acquisition-related expenses		387			327			503			788			709
Free cash flow	$	(9,038	)	$	(6,630	)	$	(7,588	)	$	(17,975	)	$	(14,862	)

(1) These securities are anti-dilutive on a GAAP basis as a result of our net loss, but are included for non-GAAP net loss per share.