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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

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 ☒

As of January 5, ~~2023,~~2024, E2open Parent Holdings, Inc. had 305,999,321 shares of Class A common stock ~~$0.001 par value per share, of 302,452,552 shares issued and~~ ~~302,275,898~~ ~~shares~~ outstanding.

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,~~2023, filed with the SEC on ~~April 29, 2022 (2022~~May 1, 2023 (2023 Form 10-K).


(In thousands, except share amounts)	November 30, 2022			February 28, 2022			November 30, 2023			February 28, 2023
	(Unaudited)						(Unaudited)
Assets
Cash and cash equivalents	$	85,688		$	155,481		$	110,279		$	93,032
Restricted cash		13,130			19,073			19,659			11,310
Accounts receivable - net of allowance of $5,003 and $3,055 as of November 30, 2022 and February 28, 2022, respectively		149,457			155,341
Accounts receivable, net								127,330			174,809
Prepaid expenses and other current assets		26,461			26,243			30,483			25,200
Total current assets		274,736			356,138			287,751			304,351
Goodwill		3,306,233			3,756,871			1,846,263			2,927,807
Intangible assets, net		1,095,762			1,181,390			886,315			1,051,124
Property and equipment, net		73,104			65,937			70,024			72,476
Operating lease right-of-use assets		21,022			28,102			21,580			18,758
Other noncurrent assets		21,525			17,017			28,559			25,659
Total assets	$	4,792,382		$	5,405,455		$	3,140,492		$	4,400,175
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	$	111,202		$	128,544		$	83,196		$	97,491
Channel client deposits payable		13,130			19,073			19,659			11,310
Deferred revenue		173,580			190,992			176,253			203,824
Payable to Logistyx sellers		1,068			—
Current portion of notes payable		20,962			89,097			11,122			11,144
Current portion of operating lease obligations		8,093			7,652			7,317			7,622
Current portion of financing lease obligations		2,002			2,307			1,120			2,582
Income taxes payable		9,768			2,702			1,721			2,190
Total current liabilities		339,805			440,367			300,388			336,163
Long-term deferred revenue		2,400			1,141			2,833			2,507
Operating lease obligations		17,462			21,202			17,959			15,379
Financing lease obligations		—			1,950			3,188			1,049
Notes payable		1,042,459			863,577			1,038,908			1,043,636
Tax receivable agreement liability		58,176			66,590			59,663			69,745
Warrant liability		30,375			67,139			10,830			29,616
Contingent consideration		27,808			45,568			14,188			29,548
Deferred taxes		255,207			413,038			66,038			144,529
Other noncurrent liabilities		973			712			721			1,083
Total liabilities		1,774,665			1,921,284			1,514,716			1,673,255
Commitments and Contingencies (Note 27)
Commitments and Contingencies (Note 26)
Stockholders' Equity
Class A common stock; $0.0001 par value, 2,500,000,000 shares authorized; 302,452,552 and 301,536,621 issued and 302,275,898 and 301,359,967 outstanding as of November 30, 2022 and February 28, 2022, respectively		30			31
Class V common stock; $0.0001 par value; 42,747,890 shares authorized; 33,092,007 and 33,560,839 issued and outstanding as of November 30, 2022 and February 28, 2022, respectively		—			—
Series B-1 common stock; $0.0001 par value; 9,000,000 shares authorized; 94 shares issued and outstanding		—			—
Series B-2 common stock; $0.0001 par value; 4,000,000 shares authorized; 3,372,184 issued and outstanding		—			—
Class A common stock; $0.0001 par value, 2,500,000,000 shares authorized; 304,564,709 and 302,582,007 issued and 304,388,055 and 302,405,353 outstanding as of November 30, 2023 and February 28, 2023, respectively								30			30
Class V common stock; $0.0001 par value; 42,747,890 shares authorized; 32,722,920 and 32,992,007 shares issued and outstanding as of November 30, 2023 and February 28, 2023								—			—
Series B-1 common stock; $0.0001 par value; 9,000,000 shares authorized; 94 shares issued and outstanding as of November 30 2023 and February 28, 2023								—			—
Series B-2 common stock; $0.0001 par value; 4,000,000 shares authorized; 3,372,184 shares issued and outstanding as of November 30, 2023 and February 28, 2023								—			—
Additional paid-in capital		3,374,388			3,362,219			3,395,158			3,378,633
Accumulated other comprehensive loss		(77,732	)		(19,019	)		(45,892	)		(68,603	)
Accumulated deficit		(530,215	)		(154,976	)		(1,831,502	)		(803,679	)
Treasury stock, at cost: 176,654 shares		(2,473	)		(2,473	)
Treasury stock, at cost: 176,654 shares as of November 30, 2023 and February 28, 2023								(2,473	)		(2,473	)
Total E2open Parent Holdings, Inc. equity		2,763,998			3,185,782			1,515,321			2,503,908
Noncontrolling interest		253,719			298,389			110,455			223,012
Total stockholders' equity		3,017,717			3,484,171			1,625,776			2,726,920
Total liabilities and stockholders' equity	$	4,792,382		$	5,405,455		$	3,140,492		$	4,400,175


	Three Months Ended November 30,						Nine Months Ended November 30,						Three Months Ended November 30,						Nine Months Ended November 30,
(In thousands, except per share amounts)	2022			2021			2022			2021			2023			2022			2023			2022
Revenue
Subscriptions	$	134,884		$	106,969		$	396,052		$	219,728		$	132,800		$	134,884		$	402,437		$	396,052
Professional services and other		30,009			30,033			89,898			61,680			24,697			30,009			73,668			89,898
Total revenue		164,893			137,002			485,950			281,408			157,497			164,893			476,105			485,950
Cost of Revenue
Subscriptions		35,931			30,163			105,367			62,917			36,689			35,931			110,013			105,367
Professional services and other		20,417			17,587			63,446			38,694			17,642			20,417			55,014			63,446
Amortization of acquired intangible assets		24,402			25,036			73,869			48,885			24,590			24,402			73,918			73,869
Total cost of revenue		80,750			72,786			242,682			150,496			78,921			80,750			238,945			242,682
Gross Profit		84,143			64,216			243,268			130,912			78,576			84,143			237,160			243,268
Operating Expenses
Research and development		24,939			25,000			73,088			56,909			24,937			24,939			75,748			73,088
Sales and marketing		20,448			18,101			67,348			41,789			22,583			20,448			63,692			67,348
General and administrative		23,073			22,871			66,774			49,989			24,739			23,073			85,414			66,774
Acquisition-related expenses		1,969			33,216			14,313			50,168			9			1,969			416			14,313
Amortization of acquired intangible assets		19,965			19,470			62,523			26,843			20,014			19,965			60,135			62,523
Goodwill impairment		—			—			514,816			—			687,700			—			1,097,741			514,816
Intangible asset impairment														30,000			—			34,000			—
Total operating expenses		90,394			118,658			798,862			225,698			809,982			90,394			1,417,146			798,862
Loss from operations		(6,251	)		(54,442	)		(555,594	)		(94,786	)		(731,406	)		(6,251	)		(1,179,986	)		(555,594	)
Other income (expense)
Interest and other expense, net		(21,270	)		(10,769	)		(54,732	)		(22,004	)		(24,643	)		(21,270	)		(75,886	)		(54,732	)
Gain (loss) from change in tax receivable agreement liability		2,697			(1,470	)		9,089			(4,606	)
Gain (loss) from change in fair value of warrant liability		16,150			(7,232	)		36,764			(48,448	)
Gain (loss) from change in fair value of contingent consideration		6,300			(1,140	)		17,760			(91,180	)
Total other income (expense)		3,877			(20,611	)		8,881			(166,238	)
Gain from change in tax receivable agreement liability														2,888			2,697			8,355			9,089
Gain from change in fair value of warrant liability														2,617			16,150			18,786			36,764
Gain from change in fair value of contingent consideration														5,100			6,300			15,360			17,760
Total other (expense) income														(14,038	)		3,877			(33,385	)		8,881
Loss before income tax provision		(2,374	)		(75,053	)		(546,713	)		(261,024	)		(745,444	)		(2,374	)		(1,213,371	)		(546,713	)
Income tax benefit		7,877			10,764			130,010			3,392			5,413			7,877			73,827			130,010
Net income (loss)		5,503			(64,289	)		(416,703	)		(257,632	)
Less: Net income (loss) attributable to noncontrolling interest		698			(5,072	)		(41,464	)		(35,640	)
Net income (loss) attributable to E2open Parent Holdings, Inc.	$	4,805		$	(59,217	)	$	(375,239	)	$	(221,992	)
Net (loss) income														(740,031	)		5,503			(1,139,544	)		(416,703	)
Less: Net (loss) income attributable to noncontrolling interest														(72,475	)		698			(111,721	)		(41,464	)
Net (loss) income attributable to E2open Parent Holdings, Inc.													$	(667,556	)	$	4,805		$	(1,027,823	)	$	(375,239	)

Weighted average common shares outstanding:
Basic		302,201			308,132			301,822			227,186			303,848			302,201			303,188			301,822
Diluted		302,359			308,132			301,822			227,186			303,848			302,359			303,188			301,822
Net income (loss) attributable to E2open Parent Holdings, Inc. common shareholders per share:
Net (loss) income attributable to E2open Parent Holdings, Inc. common shareholders per share:
Basic	$	0.02		$	(0.19	)	$	(1.24	)	$	(0.98	)	$	(2.20	)	$	0.02		$	(3.39	)	$	(1.24	)
Diluted	$	0.02		$	(0.19	)	$	(1.24	)	$	(0.98	)	$	(2.20	)	$	0.02		$	(3.39	)	$	(1.24	)


(In thousands)	Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Treasury Stock			Total E2open Equity			Noncontrolling Interest			Total Equity			Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive (Loss) Income			Accumulated Deficit			Treasury Stock			Total E2open Equity			Noncontrolling Interest			Total Equity
Balance, February 28, 2022	$	31		$	3,362,219		$	(19,019	)	$	(154,976	)	$	(2,473	)	$	3,185,782		$	298,389		$	3,484,171
Balance, February 28, 2023																									$	30	$	3,378,633		$	(68,603	)	$	(803,679	)	$	(2,473	)	$	2,503,908		$	223,012		$	2,726,920
Share-based compensation		—			3,188			—			—			—			3,188			—			3,188			—		4,441			—			—			—			4,441			—			4,441
Conversion of Common Units to common stock		—			195			—			—			—			195			(195	)		—
Vesting of restricted stock awards, net of shares withheld for taxes		—			(1,330	)		—			—			—			(1,330	)		—			(1,330	)		—		(1,830	)		—			—			—			(1,830	)		—			(1,830	)
Other comprehensive loss		—			—			(30,700	)		—			—			(30,700	)		—			(30,700	)
Other comprehensive income																										—		—			8,170			—			—			8,170			—			8,170
Net loss		—			—			—			(11,356	)		—			(11,356	)		(1,265	)		(12,621	)		—		—			—			(325,395	)		—			(325,395	)		(35,489	)		(360,884	)
Balance, May 31, 2022		31			3,364,272			(49,719	)		(166,332	)		(2,473	)		3,145,779			296,929			3,442,708
Balance, May 31, 2023																										30		3,381,244			(60,433	)		(1,129,074	)		(2,473	)		2,189,294			187,523			2,376,817
Share-based compensation		—			5,154			—			—			—			5,154			—			5,154			—		7,426			—			—			—			7,426			—			7,426
Conversion of Common Units to common stock		—			989			—			—			—			989			(2,386	)		(1,397	)
Vesting of restricted stock awards, net of shares withheld for taxes		—			76			—			—			—			76			—			76			—		(100	)		—			—			—			(100	)		—			(100	)
Impact of Common Unit conversions on Tax Receivable Agreement, net of tax		—			(176	)		—			—			—			(176	)		—			(176	)
Other comprehensive loss		—			—			(41,962	)		—			—			(41,962	)		—			(41,962	)
Other comprehensive income																										—		—			14,234			—			—			14,234			—			14,234
Net loss		—			—			—			(368,688	)		—			(368,688	)		(40,897	)		(409,585	)		—		—			—			(34,872	)		—			(34,872	)		(3,757	)		(38,629	)
Balance, August 31, 2022		31			3,370,315			(91,681	)		(535,020	)		(2,473	)		2,741,172			253,646			2,994,818
Balance, August 31, 2023																										30		3,388,570			(46,199	)		(1,163,946	)		(2,473	)		2,175,982			183,766			2,359,748
Share-based compensation		—			4,797			—			—			—			4,797			—			4,797			—		6,845			—			—			—			6,845			—			6,845
Conversion of Common Units to common stock		—			625			—			—			—			625			(625	)		—			—		836			—			—			—			836			(836	)		—
Vesting of restricted stock awards, net of shares withheld for taxes		(1	)		(339	)		—			—			—			(340	)		—			(340	)		—		(1,129	)		—			—			—			(1,129	)		—			(1,129	)
Impact of Common Unit conversions on Tax Receivable Agreement, net of tax		—			(1,010	)		—			—			—			(1,010	)		—			(1,010	)		—		36			—			—			—			36			—			36
Other comprehensive income		—			—			13,949			—			—			13,949			—			13,949			—		—			307			—			—			307			—			307
Net income		—			—			—			4,805			—			4,805			698			5,503
Balance, November 30, 2022	$	30		$	3,374,388		$	(77,732	)	$	(530,215	)	$	(2,473	)	$	2,763,998		$	253,719		$	3,017,717
Net loss																										—		—			—			(667,556	)		—			(667,556	)		(72,475	)		(740,031	)
Balance, November 30, 2023																									$	30	$	3,395,158		$	(45,892	)	$	(1,831,502	)	$	(2,473	)	$	1,515,321		$	110,455		$	1,625,776


	Nine Months Ended November 30,						Nine Months Ended November 30,
(In thousands)	2022			2021			2023			2022
Cash flows from operating activities
Net loss	$	(416,703	)	$	(257,632	)	$	(1,139,544	)	$	(416,703	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		159,831			91,496			160,758			159,831
Amortization of deferred commissions		2,878			861			4,452			2,878
Provision for credit losses		315			527			2,657			315
Amortization of debt issuance costs		3,783			2,389			3,961			3,783
Amortization of operating lease right-of-use assets		5,813			8,290			5,454			5,813
Share-based compensation		13,139			8,534			18,728			13,139
Deferred income taxes		(143,012	)		(17,768	)		(79,791	)		(143,012	)
Right-of-use assets impairment charge		4,137			—			619			4,137
Goodwill impairment charge		514,816			—			1,097,741			514,816
(Gain) loss from change in tax receivable agreement liability		(9,089	)		4,606
(Gain) loss from change in fair value of warrant liability		(36,764	)		48,448
(Gain) loss from change in fair value of contingent consideration		(17,760	)		91,180
Loss (gain) on disposal of property and equipment		537			(233	)
Indefinite-lived intangible asset impairment charge								34,000			—
Gain from change in tax receivable agreement liability								(8,355	)		(9,089	)
Gain from change in fair value of warrant liability								(18,786	)		(36,764	)
Gain from change in fair value of contingent consideration								(15,360	)		(17,760	)
Gain on operating lease termination								(187	)		—
(Gain) loss on disposal of property and equipment								(16	)		537
Changes in operating assets and liabilities:
Accounts receivable		10,876			41,320			44,822			10,876
Prepaid expenses and other current assets		4,311			(7,586	)		(3,972	)		4,311
Other noncurrent assets		(4,094	)		(4,489	)		(7,351	)		(4,094	)
Accounts payable and accrued liabilities		(12,946	)		(6,892	)		(16,712	)		(12,946	)
Channel client deposits payable		(5,943	)		2,222			8,349			(5,943	)
Deferred revenue		(26,899	)		19,927			(27,244	)		(26,899	)
Changes in other liabilities		(4,075	)		2,982			(7,568	)		(4,075	)
Net cash provided by operating activities		43,151			28,182			56,655			43,151
Cash flows from investing activities
Payments for acquisitions - net of cash acquired		(179,243	)		(774,232	)		—			(179,243	)
Capital expenditures		(40,473	)		(24,627	)		(22,301	)		(40,473	)
Minority investment in private firm		(3,000	)		—			—			(3,000	)
Net cash used in investing activities		(222,716	)		(798,859	)		(22,301	)		(222,716	)
Cash flows from financing activities
Proceeds from PIPE investment		—			300,000
Offering costs related to issuance of common stock in connection with PIPE investment		—			(7,100	)
Proceeds from warrant exercise		—			1
Proceeds from indebtedness		215,000			395,000			—			215,000
Repayments of indebtedness		(103,174	)		(18,860	)		(8,366	)		(103,174	)
Repayments of financing lease obligations		(2,312	)		(6,457	)		(2,432	)		(2,312	)
Repurchase of common stock		—			(2,473	)
Repurchase of Common Units		(1,397	)		(16,767	)
Repurchase of common units								—			(1,397	)
Payments of debt issuance costs		(4,766	)		(10,357	)		—			(4,766	)
Net cash provided by financing activities		103,351			632,987
Net cash (used in) provided by financing activities								(10,798	)		103,351
Effect of exchange rate changes on cash and cash equivalents		478			1,657			2,040			478
Net decrease in cash, cash equivalents and restricted cash		(75,736	)		(136,033	)
Net increase (decrease) in cash, cash equivalents and restricted cash								25,596			(75,736	)
Cash, cash equivalents and restricted cash at beginning of period		174,554			207,542			104,342			174,554
Cash, cash equivalents and restricted cash at end of period	$	98,818		$	71,509		$	129,938		$	98,818

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	85,688		$	56,462		$	110,279		$	85,688
Restricted cash		13,130			15,047			19,659			13,130
Total cash, cash equivalents and restricted cash	$	98,818		$	71,509		$	129,938		$	98,818

1. Organization and Basis of Presentation

Organization and Description of Business

CC Neuberger Principal Holdings I (CCNB1) was a blank check company incorporated in the Cayman Islands on January 14, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. CCNB1's sponsor was CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company (Sponsor). CCNB1 became a public company on April 28, 2020 through an initial public offering.

On February 4, 2021 (Closing Date), CCNB1 and E2open Holdings, LLC and its operating subsidiaries (E2open Holdings) completed a business combination (Business Combination) contemplated by the definitive Business Combination Agreement entered into on October 14, 2020 (Business Combination Agreement). In connection with the finalization of the Business Combination, CCNB1 changed its name to "E2open Parent Holdings, Inc." ~~(E2open)~~(the Company or E2open) and changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (Domestication).

Immediately following the Domestication, various entities merged with and into E2open, with E2open as the surviving company. Additionally, E2open Holdings became a subsidiary of E2open with the equity interests of E2open Holdings held by E2open and existing owners of E2open Holdings. The existing owners of E2open Holdings are considered noncontrolling interests in the condensed consolidated financial statements.

We are headquartered in Austin, Texas. We are a leading ~~provider of cloud-based, end-to-end omni-channel and~~connected supply chain ~~management software. Our~~ software ~~combines networks, data and applications to provide a deeply embedded, mission-critical~~ platform that ~~allows clients~~enables the largest companies to ~~optimize their~~transform the way they make, move and sell goods and services. With the broadest cloud-native global platform purpose-built for the modern supply ~~chain by accelerating growth, reducing costs, increasing visibility~~chains, we connect manufacturing, logistics, channel and driving improved resiliency. Given the business-critical nature of our solutions, we maintain deep, long-term relationships with our clients across a wide range of end-markets, including technology, consumer, industrialdistributing partners as one multi-enterprise network. Our SaaS platform anticipates disruptions and ~~transportation, among others.~~opportunities to help companies improve efficiency, reduce waste and operate sustainably.

Basis of Presentation

These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. ~~Investments in other companies are carried at cost. See Note 10,~~ ~~Investments~~ ~~for additional information.~~ All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. ~~Operating~~The unaudited operating results for ~~the three months ended November 30, 2022~~interim periods reported are not necessarily indicative of the results ~~that may be expected~~ for the entire fiscal ~~year ending February 28, 2023.~~year. For further information, refer to the consolidated financial statements and notes thereto included in our ~~2022~~2023 Form 10-K.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported results of operations during the reporting period. Such management estimates include allowance for credit losses, goodwill and other long-lived assets, estimates of standalone selling price of performance obligations for revenue contracts with multiple performance obligations, share-based compensation, valuation allowances for deferred tax assets and uncertain tax positions, tax receivable agreement liability, warrants, contingent consideration and the accounting for business combinations. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management's estimates.

~~Reclassifications~~

During the second quarter of fiscal 2023, we began reporting deferred income taxes as a separate line as part of operating activities in the Condensed Consolidated Statements of Cash Flows. As a result, we reclassed a use of cash of $~~17.8~~ ~~million from the change in other liabilities to deferred income taxes for the nine months ended November 30, 2021.~~

~~During the third quarter of fiscal 2023, we began reporting current income taxes payable as a separate line on the Condensed Consolidated Balance Sheets. As a result, we reclassed $2.7~~ ~~million from accounts payable and accrued liabilities to current income taxes payable in the February 28, 2022 balance sheet. We also combined the long-term investments line of $0.2~~ million with the other noncurrent assets line in the February 28, 2022 balance sheet. The incentive program payable was renamed to channel client deposits payable to better describe the payable associated with the restricted cash deposits. Channel client deposits are deposits that we receive from certain channel shaping clients to reimburse, on our clients' behalf, market development expenditures made by our client channel partners.

Seasonality

Our quarterly operating results have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control, including seasonality in our business as a result of client budget cycles and customary European vacation schedules, with higher sales typically in the third and fourth fiscal quarters. As a result, our past results may not be indicative of our future performance and comparing our operating results on a period-to-period basis may not be meaningful.

2. Accounting Standards

~~Recent~~Recently Adopted Accounting Guidance ~~Not Yet Adopted~~

In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting to simplify the accounting for contract modifications made to replace LIBOR or other reference rates that are expected to be discontinued because of the reference rate reform. The guidance provides optional ~~expediates~~expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criterion are met. ~~The optional expedients and exceptions can be applied to contract modifications made until December 31, 2022. In~~On January 7, 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in ASU 2021-01 are elective and apply to our debt instruments that may be modified as a result of the reference rate reform. The optional expedients and exceptions can be applied to contract modifications made until December 31, 2024. We ~~are continuing to evaluate these standards, as well as the timing of the transition of various rates in~~have transitioned our debt instruments ~~affected~~from LIBOR to SOFR and our Tax Receivable Agreement liability from LIBOR plus 100 basis points to SOFR plus the applicable spread for the quarter. The change in interest rates on our debt and Tax Receivable Agreement liability did not have a material effect on our financial position or results of operations.

Recent Accounting Guidance Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities’ segment disclosures by ~~reference~~requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for our fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2023-07 on our disclosures.

In December 2023, the FASB issued 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance income tax information primarily through changes in the rate ~~reform.~~reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated statements and related disclosures.

3. Acquisitions

Logistyx Acquisition

On March 2, 2022, E2open, LLC, our subsidiary, acquired all of the issued and outstanding membership interests of Logistyx for a purchase price of $185 ~~million, with an estimated fair value of $183.4~~ million, including $90 million paid in cash at closing (Logistyx Acquisition). An additional $95 million, which was subject to standard working capital adjustments and other contractual provisions, was paid in two installments on May 31, 2022 and September 1, 2022. ~~We had the option to finance the remaining payments, at our discretion, through cash or a combination of cash and Class A Common Stock.~~ The May 31, 2022 payment of $37.4 million was paid in cash.

~~On August 15, 2022, E2open, LLC and the sellers of Logistyx agreed to extend the final payment to~~ ~~September 1, 2022~~ ~~allowing both parties to finalize working capital adjustments and other contractual provisions.~~ On September 1, 2022, E2open, LLC made a cash payment of $54.0 million to Logistyx as the final installment payment for the Logistyx Acquisition which reflected a working capital adjustment of $3.6 million. The Logistyx sellers disputed the working capital adjustment pursuant to the terms of the Membership Interest Purchase Agreement. During October 2022, the parties agreed to a working capital adjustmentAn additional payment of $~~2.6~~1.1 ~~million. The additional payment~~million for working capital was made to Logistyx on December 5, 2022.

The Logistyx Acquisition was accounted for as a business combination under ASC 805, Business Combinations.

The following summarizes the consideration paid for the Logistyx Acquisition.


($ in thousands)	Fair Value
Cash consideration to Logistyx at fair value	$	153,090
Cash repayment of debt		29,777
Cash paid for seller transaction costs		489
Working capital adjustment		(2,550	)
Estimated consideration paid for the Logistyx Acquisition	$	180,806

~~We recorded the preliminary~~The allocation of the purchase price was recorded to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of March 2, 2022. The ~~preliminary~~final purchase price allocation iswas as follows:


($ in thousands)	Preliminary Purchase Price Allocation			Adjustments (3)			Updated Preliminary Purchase Price Allocation			Final Purchase Price Allocation
Cash and cash equivalents	$	1,563		$	—		$	1,563		$	1,563
Account receivable, net		5,332			—			5,332			5,332
Other current assets		3,335			—			3,335			3,335
Property and equipment, net		144			—			144			144
Intangible assets		67,200			(400	)		66,800			66,800
Goodwill (1)		125,896			(2,150	)		123,746			123,746
Non-current assets		619			—			619			619
Accounts payable		(5,897	)		—			(5,897	)		(5,897	)
Current liabilities		(3,931	)		—			(3,931	)		(3,931	)
Deferred revenue (2)		(10,747	)		—			(10,747	)		(10,747	)
Non-current liabilities		(158	)		—			(158	)		(158	)
Total assets acquired and liabilities assumed	$	183,356		$	(2,550	)	$	180,806		$	180,806

(1)

Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the Logistyx Acquisition. Goodwill associated with the Logistyx Acquisition iswas deductible for tax purposes at the U.S. entity level.

(2)

The deferred revenue was recorded under ASC 606 in accordance with ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers; therefore, a reduction in deferred revenues related to the estimated fair values of the acquired deferred revenues was not required.

~~(3)~~

~~The adjustments primarily relate to the $0.4~~ ~~million change in fair value of the intangible assets due to a change in the deferred revenue and $2.6~~ ~~million working capital adjustment.~~

The fair value of the intangible assets iswas as follows:


($ in thousands)	Useful Lives	Fair Value
Trade name	1	$	500
Developed technology (1)	6.4		33,500
Client relationships (2)	13		32,000
Backlog (3)	2.5		800
Total intangible assets		$	66,800

(1)

The developed technology represents technology developed by Logistyx and acquired by E2open, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration.

(2)

The client relationships represent the existing client relationships of Logistyx and acquired by E2open that was estimated by applying the with-and-without methodology, a form of the income approach.

(3)

The backlog represents the present value of future cash flows from contracts with clients where service has not been performed and billing has not occurred.

The preliminary allocation of the purchase price is based on preliminary valuations performed to determine the fair value of the net assets as of March 2, 2022. This allocation is subject to revision as the assessment is based on preliminary information subject to refinement.

We incurred $~~4.0~~4.1 million ($~~0.7~~ ~~million as of February 28, 2022)~~ of expenses directly related to the Logistyx Acquisition through ~~November 30, 2022~~February 28, 2023 which are included in acquisition-related ~~expense~~expenses in the Condensed Consolidated Statements of Operations. Included in these expenses were $1.6 million acquisition-related advisory fees which were incurred on March 2, 2022. At the closing of the Logistyx Acquisition, we paid $0.5 million ofin acquisition-related advisory fees and other expenses related to the Logistyx Acquisition on behalf of ~~Logistyx. These expenses~~Logistyx, which were accounted for as part of the purchase price ~~consideration and not recognized as expense in our or Logistyx's Condensed Consolidated Statements of Operations.~~

~~BluJay Acquisition~~

On May 27, 2021, we entered into a Purchase Agreement with the BluJay Sellers to acquire all of the outstanding equity of BluJay. On September 1, 2021 (Acquisition Date), we completed the acquisition of BluJay (BluJay Acquisition). The BluJay Acquisition was accounted for as a business combination under ASC 805, ~~Business Combinations.~~

~~The cash consideration in the BluJay Acquisition was provided by $380.0~~ ~~million in proceeds from the issuance of an incremental term loan, $300.0~~ ~~million in PIPE financing from institutional investors for the purchase of an aggregate of~~ ~~28,909,022~~ ~~shares of our Class A Common Stock and cash on hand.~~

~~The following summarizes the consideration paid for the BluJay Acquisition.~~

($ in thousands)

Fair Value

Equity consideration paid to BluJay (1)

$
730,854

Cash consideration to BluJay

350,658

Preference share consideration paid to BluJay (2)

86,190

Cash repayment of debt

334,483

Cash paid for seller transaction costs

26,686

Estimated consideration paid for the BluJay Acquisition

$
1,528,871

~~(1)~~

~~Equity consideration paid to BluJay equity holders consisted of the following:~~

(In thousands, except per share data)

Consideration

Common shares subject to sales restriction

72,383

Fair value per share

$
10.097

Equity consideration paid to BluJay

$
730,854

~~(2)~~

~~Represents the liability and dividends owed related to the BluJay preference shares at the date of the acquisition.~~

We recorded the allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the Acquisition Date and adjusted certain items as noted below. ~~The final purchase price allocation is as follows:~~

($ in thousands)

Preliminary Purchase Price Allocation

Adjustments (4)

Final Purchase Price Allocation

Cash and cash equivalents

$
23,773

$
—

$
23,773

Account receivable, net

33,834

(12
)

33,822

Other current assets

10,352

865

11,217

Property and equipment, net

6,503

—

6,503

Operating lease right-of-use assets

9,018

—

9,018

Intangible assets

484,800

—

484,800

Goodwill (1)

1,152,084

(2,218
)

1,149,866

Non-current assets

2,200

(2,016
)

184

Accounts payable

(11,773
)

143

(11,630
)
Current liabilities (2)

(33,530
)

10,652

(22,878
)
Deferred revenue (3)

(39,283
)

—

(39,283
)
Deferred taxes

(101,936
)

(7,414
)

(109,350
)
Non-current liabilities

(7,171
)

—

(7,171
)
Total assets acquired and liabilities assumed

$
1,528,871

$
—

$
1,528,871

~~(1)~~

Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the BluJay Acquisition. Goodwill associated with the BluJay Acquisition is not deductible for tax purposes.

~~(2)~~

~~Current liabilities include a $2.7~~ million deferred acquisition liability that was acquired related to a prior acquisition by BluJay. The deferred acquisition liability was a fixed amount that was determined at the closing of the acquisition and payable after a certain period of time. The deferred acquisition liability was paid in December 2021.

~~(3)~~

~~The deferred revenue was recorded under ASC 606 in accordance with ASU 2021-08,~~ ~~Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers;~~ ~~therefore, a reduction in deferred revenues related to the estimated fair values of the acquired deferred revenues was not required.~~

~~(4)~~

The adjustments primarily relate to the jurisdictional netting of income taxes, impact of a tax rate change on the deferred balance and the reinstatement of income tax receivables along with the true-up of accrued liabilities.

~~The fair value of the intangible assets is as follows:~~

($ in thousands)

Useful Lives

Fair Value

Trade name

1

$
3,800

Developed technology (1)

5.9

301,000

Client relationships (2)

3

180,000

Total intangible assets

$
484,800

~~(1)~~

The developed technology represents technology developed by BluJay and acquired by E2open, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration.

~~(2)~~

~~The client relationships represent the existing client relationships of BluJay and acquired by E2open that was estimated by applying the with-and-without methodology, a form of the income approach.~~

~~We incurred $33.7~~ million of expenses directly related to the BluJay Acquisition during the year ended February 28, 2022, which are included in acquisition-related expenses in the Condensed Consolidated Statements of Operations. Included in these expenses were $~~13.4~~ ~~million acquisition-related advisory fees which were incurred on the Acquisition Date. In addition, we paid $10.4~~ ~~million of debt issuance costs associated with the $380.0~~ ~~million incremental term loan on the Acquisition Date which were capitalized and recorded as a reduction of the outstanding debt balances. At the closing of the BluJay Acquisition, we paid $7.1~~ ~~million in fees related to the $300.0~~ million PIPE financing which were recorded as a reduction to the proceeds from the issuance of Class A Common Stock in the Condensed Consolidated Statements of Stockholders' Equity. Additionally, we paid $~~26.7~~ million of acquisition-related advisory fees and other expenses related to the BluJay Acquisition on behalf of BluJay. These expenses were part of the purchase price consideration and not recognized as expense in our or BluJay's Condensed Consolidated Statements of Operations.

~~Additionally, the Investor Rights Agreement was amended and restated to add certain of BluJay's existing stockholders as parties, including certain affiliates of Francisco Partners and Temasek.~~The Investor Rights Agreement provides Francisco Partners and Temasek the right to nominate one member each to our board of directors. Mr. Deep Shah, nominated by Francisco Partners, and Mr. Martin Fichtner, nominated by Temasek, became new directors on September 1, 2021.

~~Unaudited Pro Forma Operating Results~~

The following unaudited pro forma combined financial information presents the results of operations as if the BluJay and Logistyx acquisitions happened as of March 1, 2021. The unaudited pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, the elimination of historical interest expense incurred by BluJay and Logistyx on its debt and the incurrence of interest expense related to the issuance of debt in connection with the BluJay and Logistyx acquisitions, transaction expenses, nonrecurring post-combination compensation expense and the related adjustment to the income tax provision.

Three Months Ended

Nine Months Ended

($ in millions)

November 30, 2021

November 30, 2021

Total revenue

$
147.5

$
407.4

Net loss

(69.0
)

(326.6
)
Less: Net loss attributable to noncontrolling interest

(7.2
)

(35.9
)
Net loss attributable to E2open Parent Holdings, Inc.

$
(61.8
)

$
(290.7
)

5.4. Accounts Receivable

Accounts receivable, net consisted of the following:


($ in thousands)	November 30, 2022			February 28, 2022			November 30, 2023			February 28, 2023
Accounts receivable	$	125,940		$	143,799		$	110,510		$	153,618
Unbilled receivables		28,520			14,597			23,138			25,481
Less: Allowance for credit losses		(5,003	)		(3,055	)		(6,318	)		(4,290	)
Accounts receivable, net	$	149,457		$	155,341		$	127,330		$	174,809

Unbilled receivables represent revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed, which we also refer to as contract assets.

Account balances are written off against the allowance for credit losses when we believe that it is probable that the receivable balance will not be recovered.

The allowance for credit losses was comprised of the following:


~~($ in thousands)~~	~~Amount~~
~~Balance, February 28, 2021~~	$	(~~908~~	)
~~BluJay Acquisition~~		(~~1,779~~	)
~~Additions~~		(~~1,917~~	)
~~Write-offs~~		~~1,549~~
~~Balance, February 28, 2022~~		(~~3,055~~	)
~~Logistyx Acquisition~~		(~~267~~	)
~~Additions~~		(~~2,667~~	)
~~Write-offs~~		~~986~~
~~Balance, November 30, 2022~~	$	(~~5,003~~	)


($ in thousands)	Amount
Balance, February 28, 2022	$	(3,055	)
Logistyx Acquisition		(267	)
Additions		(2,185	)
Write-offs		1,217
Balance, February 28, 2023		(4,290	)
Additions		(4,276	)
Write-offs		2,248
Balance, November 30, 2023	$	(6,318	)

6.5. Prepaid and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


($ in thousands)	November 30, 2022		February 28, 2022		November 30, 2023		February 28, 2023
Prepaid software and hardware license and maintenance fees	$	11,319	$	6,022	$	9,576	$	9,103
Income and other taxes receivable		4,638		4,544		4,647		4,618
Prepaid insurance		1,082		3,401		1,800		1,337
Deferred commissions		4,169		2,867		6,498		4,771
Prepaid marketing		939		1,124		1,022		1,037
Security deposits		2,663		1,044		1,109		2,377
Other prepaid expenses and other current assets		1,651		7,241		5,831		1,957
Total prepaid expenses and other current assets	$	26,461	$	26,243	$	30,483	$	25,200

Amortization of software licenses held under financing leases is included in cost of revenue and operating expenses. Prepaid maintenance, services and insurance are expensed over the term of the underlying agreements.

7.6. Goodwill

We test goodwill for impairment on an annual basis or whenever events or changes occur that would more-likely-than not reduce the fair value of a reporting unit below its carrying value between annual impairment tests. As we have only one reporting unit, any goodwill impairment assessment is performed at the Company level.

During the ~~fourth~~first quarter of ~~each~~ fiscal ~~year, we assess our goodwill for potential impairment. This impairment testing is applied more frequently if we become aware~~2024, third quarter of ~~events or circumstances since the last impairment testing that might call into question whether the current balances are fairly recorded. During~~fiscal 2024 and the second quarter of fiscal 2023, the market price of our Class A ~~common stock~~Common Stock and market capitalization declined significantly. ~~This decline~~These declines resulted in us determining that a triggering ~~event~~events occurred and an interim goodwill impairment ~~assessment was~~assessments were performed.

We performed a qualitative "Step 0" goodwill impairment assessment during the second quarter of fiscal 2023 which indicated that a quantitative "Step 1" impairment analysis needed to be performed as well. 14

The fair value of E2open was ~~determined using a discounted cash flow method, guideline public company method and guideline transaction method~~calculated using an ~~income-based and market-based approach.~~

~~We calculated the fair value~~equally weighted combination of ~~E2open under~~ three different methods: discounted cash flow method, guideline public company method and guideline transaction method. The discounted cash flow method was based on the present value of estimated future cash flows which were based on management's estimates of ~~revenue growth rates and~~projected net sales, net operating income margins and terminal growth rates, taking into consideration market and industry conditions. The discount rate used was based on the weighted-average cost of capital adjusted for the risk, size premium and business-specific characteristics related to ~~the business's ability to execute on the~~ projected cash flows. Under the guideline public company method, the fair value was based on our current and forward-looking earnings multiples ~~derived from comparable publicly traded companies~~using management's estimates of projected net sales and adjusted EBITDA margins with ~~similar~~consideration of market ~~position and size.~~premiums. The unobservable inputs used to measure the fair value included projected ~~revenue growth rates, the~~net sales, forecasted adjusted EBITDA margins, weighted average cost of capital, ~~the~~ normalized working capital level, capital expenditures assumptions, profitability projections, ~~control premium, the~~ determination of appropriate market comparison companies and terminal growth rates. Under the guideline transaction method, the fair value was based on pricing multiples derived from recently sold companies with similar characteristics to ~~ours.~~ E2open taking into consideration management's estimate of projected net sales and net operating income margins.

During the first and third quarters of fiscal 2024, we lowered our projections for net sales and net operating margins due to lower than anticipated new bookings, lower variable delivery fees, higher than expected churn and macroeconomic impacts primarily in the technology, freight and transportation sectors.

The three approaches generated similar results and indicated that the fair value of E2open's equity and goodwill was less than its carrying ~~amount.~~amount for the interim assessments. Therefore, ~~in the second quarter of fiscal 2023, we recognized an impairment charge of $514.8~~ ~~million to goodwill.~~

~~We did~~ no~~t record a goodwill impairment charge for~~during the three months ended November 30, ~~2022 or~~2023, we recognized a goodwill impairment charge of $687.7 million. We did not recognize a goodwill impairment charge during the three months ended November 30, 2022. We recognized a goodwill impairment charge of $1,097.7 million and $514.8 million during the nine months ended November 30, ~~2021.~~2023 and 2022, respectively.

The following table presents the changes in goodwill:

($ in thousands)

Amount

Balance, February 28, 2021

$
2,628,646

Business Combination purchase price adjustment (1)

407

BluJay Acquisition (2)

1,155,321

Currency translation adjustment

(27,503
)
Balance, February 28, 2022

3,756,871

BluJay Acquisition adjustment (2)

(5,455
)
Logistyx Acquisition (3)

123,746

Impairment charge

(514,816
)
Currency translation adjustment

(54,113
)
Balance, November 30, 2022

$
3,306,233


($ in thousands)	Amount
Balance, February 28, 2022	$	3,756,871
BluJay Acquisition adjustment (1)		(5,455	)
Logistyx Acquisition (2)		123,746
Impairment charge		(901,566	)
Disposition (3)		(1,306	)
Currency translation adjustment		(44,483	)
Balance, February 28, 2023		2,927,807
Impairment charge		(1,097,741	)
Currency translation adjustment		16,197
Balance, November 30, 2023	$	1,846,263

(1)

Consists of the post-closing adjustment of consideration and associated tax adjustments required as part of the merger transaction pursuant to Section 3.5 of the Business Combination Agreement. On July 6, 2021, we issued additional Class A Common Stock and Common Units valued at $~~3.0~~ million in total pro rata to the various parties who received consideration in February 2021 at the closing of the Business Combination in the form of shares of Class A Common Stock, Common Units and cash. Additional tax adjustments were required during the third quarter of fiscal year 2022.

~~(2)~~

Represents the goodwill acquired in the BluJay Acquisition as of September 1, 2021 and subsequent purchase price adjustments. ~~See Note 3,~~ ~~Acquisitions~~ ~~for additional information.~~

~~(3)~~(2)

Represents the goodwill acquired in the Logistyx Acquisition as of March 2, 2022 and subsequent purchase price adjustments. See Note 3, Acquisitions for additional information.

(3)

Represents the goodwill that was sold as part of the subsidiary disposition in February 2023.

177. Intangible Assets, Net

We test our indefinite-lived intangible asset for impairment on an annual basis or whenever events or changes occur that would more-likely-than not reduce the fair value of the indefinite-lived intangible asset below its carrying value between annual impairment tests. As we have only one reporting unit, any indefinite-lived intangible asset assessment is performed at the Company level.

During the first and third quarters of fiscal 2024, the market price of our Class A Common Stock and market capitalization declined significantly. This decline resulted in us determining that a triggering event occurred and an interim indefinite-lived intangible asset impairment assessment was performed.

~~8. Intangible Assets, Net~~The fair value of the indefinite-lived intangible asset was calculated using the relief from royalty payments method which is based on management's estimates of projected net sales and terminal growth rates, taking into consideration market and industry conditions. The royalty rate used was based on royalty rates of companies with similar characteristics to E2open. The discount rate used was based on the weighted-average cost of capital adjusted for the risk, size premium and business-specific characteristics related to projected net sales.

The interim assessment indicated that the fair value of E2open's indefinite-lived intangible asset was less than its carrying amount; therefore, in the three and nine months ended November 30, 2023, we recognized an impairment charge of $30.0 million and $34.0 million to intangible assets, net, respectively, for the indefinite-lived trademark / trade name.

We did not record an indefinite-lived intangible asset impairment charge for the three and nine months ended November 30, 2022.

Intangible assets, net consisted of the following:


	November 30, 2022								November 30, 2023
($ in thousands)	Weighted Average Useful Life	Cost		Accumulated Amortized			Net		Weighted Average Useful Life	Cost		Accumulated Amortization			Net
Indefinite-lived:
Trademark / Trade name	Indefinite	$	110,000	$	—		$	110,000	Indefinite	$	76,000	$	—		$	76,000
Definite-lived:
Client relationships	13.8		500,907		(100,021	)		400,886	13.7		503,157		(175,617	)		327,540
Technology	7.3		688,858		(145,544	)		543,314	7.3		692,142		(245,485	)		446,657
Content library	10.0		50,000		(9,122	)		40,878	10.0		50,000		(14,122	)		35,878
Trade name	1.0		3,811		(3,687	)		124	1.0		3,993		(3,993	)		—
Backlog	2.5		800		(240	)		560	2.5		800		(560	)		240
Total definite-lived			1,244,376		(258,614	)		985,762			1,250,092		(439,777	)		810,315
Total intangible assets		$	1,354,376	$	(258,614	)	$	1,095,762		$	1,326,092	$	(439,777	)	$	886,315


	February 28, 2022								February 28, 2023
($ in thousands)	Weighted Average Useful Life	Cost		Accumulated Amortized			Net		Weighted Average Useful Life	Cost		Accumulated Amortization			Net
Indefinite-lived:
Trademark / Trade name	Indefinite	$	109,998	$	—		$	109,998	Indefinite	$	110,000	$	—		$	110,000
Definite-lived:
Client relationships	13.6		476,584		(45,467	)		431,117	13.8		500,975		(118,520	)		382,455
Technology	7.3		666,160		(72,414	)		593,746	7.3		688,739		(170,178	)		518,561
Content library	10.0		50,000		(5,372	)		44,628	10.0		50,000		(10,372	)		39,628
Trade name	1.0		3,705		(1,804	)		1,901	1.0		3,843		(3,843	)		—
Backlog									2.5		800		(320	)		480
Total definite-lived			1,196,449		(125,057	)		1,071,392			1,244,357		(303,233	)		941,124
Total intangible assets		$	1,306,447	$	(125,057	)	$	1,181,390		$	1,354,357	$	(303,233	)	$	1,051,124

The e2open trade name is indefinite-lived. Acquired trade names are definite-lived as over time we rebrand acquired products and services as e2open.

~~During the three months ended August 31, 2022, gross client relationships and technology were reduced by $0.3~~ ~~million and $0.1~~ ~~million, respectively, due to the Logistyx purchase price adjustments.~~

Amortization of intangible assets is recorded in cost of revenue and operating expenses in the Condensed Consolidated Statements of Operations. We recorded amortization expense related to intangible assets of $~~44.4~~44.6 million and $~~44.5~~44.4 million for the three months ended November 30, ~~2022~~2023 and ~~2021,~~2022, respectively. We recorded amortization expense related to intangible assets of $~~136.4~~134.1 million and $~~75.7~~136.4 million for the nine months ended November 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

9.Future amortization of intangible assets is as follows as of November 30, 2023:


($ in thousands)	Amount
December 2023 - February 2024	$	44,857
2025		148,332
2026		117,238
2027		117,238
2028		92,306
Thereafter		290,344
Total future amortization	$	810,315

8. Property and Equipment, Net

Property and equipment, net consisted of the following:


($ in thousands)	November 30, 2022			February 28, 2022			November 30, 2023			February 28, 2023
Computer equipment	$	47,445		$	33,228		$	61,961		$	52,296
Software		58,515			43,821			27,054			26,430
Software development costs								49,236			35,631
Furniture and fixtures		3,149			3,509			3,262			3,032
Leasehold improvements		10,493			9,067			9,313			9,203
Gross property and equipment		119,602			89,625			150,826			126,592
Less accumulated depreciation and amortization		(46,498	)		(23,688	)		(80,802	)		(54,116	)
Property and equipment, net	$	73,104		$	65,937		$	70,024		$	72,476

Computer equipment and software include assets held under financing leases. Amortization of assets held under financing leases is included in depreciation expense. See Note ~~25,~~24, Leases for additional information regarding our financing leases.

Depreciation expense was $~~8.1~~9.0 million and $~~6.0~~8.1 million for the three months ended November 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Depreciation expense was $~~23.4~~26.7 million and $~~15.8~~23.4 million for the nine months ended November 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

We ~~had capitalized software costs of~~recognized $~~32.0~~2.4 million and $~~20.9~~ ~~million as of November 30, 2022 and February 28, 2022, respectively. We recognized $~~1.4 ~~million and $0.8~~ million of amortized capitalized software development costs for the three months ended November 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and $~~3.6~~6.7 million and $~~2.0~~3.6 million for the nine months ended November 30, 2023 and 2022, ~~and 2021, respectively~~.respectively.

~~10.~~9. Investments

OnIn February 4,and May 2022, we made a minority ~~investment~~investments of $2.5 million each in a private firm focused on supply chain ~~financing. We made the required second~~financing for a total investment of $~~2.5~~5.0 ~~million on May 5, 2022 along with~~million. We incurred $0.5 million of transaction ~~fees.~~fees related to this investment in May 2022.

This minority investment does not have a readily determinable fair value; therefore, we elected the measurement alternative for our minority investment. The investment is measured at cost, less impairment and adjusted for qualifying observable price changes and recorded in other noncurrent assets in the Condensed Consolidated Balance Sheets.

We regularly evaluate the carrying value of our investment for impairment and whether any events or circumstances ~~are~~have been identified that would significantly harm the fair value of the investment. In the event a decline in fair value is less than the investment's carrying value, we will record an impairment charge in other income (expense) in the Condensed Consolidated Statements of Operations. We have not recorded any impairment charges related to this minority investment.

~~11.~~10. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:


($ in thousands)	November 30, 2022		February 28, 2022		November 30, 2023		February 28, 2023
Accrued compensation	$	38,939	$	63,101	$	31,589	$	40,365
Accrued severance and retention		2,536		1,909		1,071		937
Trade accounts payable		33,287		33,158		29,719		32,859
Accrued litigation						1,690		400
Accrued professional services		3,634		5,440		3,897		3,346
Restructuring liability		230		778		146		213
Interest payable		18,257		2,398		—		5,324
Client deposits		2,483		2,214		2,630		2,574
Tax receivable agreement liability						1,691		—
Other		11,836		19,546		10,763		11,473
Total accounts payable and accrued liabilities	$	111,202	$	128,544	$	83,196	$	97,491

~~In the 2022 Form 10-K, $0.8~~ million of accrued expenses related to accrued severance and retention were reflected in accrued compensation. These amounts have been reclassified to accrued severance and retention to correspond to the current year presentation. See Note 18, ~~Severance and Exit Costs~~ ~~for additional information.~~

~~12.~~11. Tax Receivable Agreement

E2open Holdings entered into a Tax Receivable Agreement with certain selling equity holders of E2open Holdings that requires us to pay 85% of the tax savings that are realized because of increases in the tax basis in E2open Holdings' assets. This increase is either from the sale or exchange of the Common Units for shares of Class A Common Stock and cash, as well as from tax benefits attributable to payments under the Tax Receivable Agreement. We will retain the benefit of the remaining 15% of these cash savings. The Tax Receivable Agreement will continue until all such tax benefits have been utilized or ~~expired~~expire unless E2open Holdings exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement or certain other accelerated events occur.

Quarterly tax distributions will be paid to the holders of Common Units on a pro rata basis based upon an agreed upon formula related to the taxable income of E2open Holdings allocable to holders of Common Units. Generally, these tax distributions will be computed based on the ~~Company's~~ estimate of taxable income of E2open Holdings allocable to each holder of Common Units (based on certain assumptions), multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for a U.S. corporation organized under the laws of the State of Delaware, taking into account all jurisdictions in which ~~the Company is~~we are required to file income tax returns together with the relevant apportionment information and the character of E2open Holdings' income, subject to various adjustments.

Significant inputs and assumptions were used to estimate the future expected payments including the timing of the realization of the tax benefits, a tax rate of 24.1% and an imputed interest rate of 7% based on our cost of debt plus an incremental premium at the Closing Date. Changes in any of these or other factors are expected to impact the timing and amount of gross payments. The fair value of these obligations will be accreted to the amount of the gross expected obligation. In addition, if E2open Holdings were to exercise its right to terminate the Tax Receivable Agreement or certain other acceleration events occur, E2open Holdings will be required to make immediate cash payments. Such cash payments will be equal to the present value of the assumed future realized tax benefits based on a set of assumptions and using an agreed upon discount rate, as defined in the Tax Receivable Agreement. The early termination payment may be made significantly in advance of the actual realization, if any, of those future tax benefits. Such payments will be calculated based on certain assumptions, including that E2open Holdings has sufficient taxable income to utilize the full amount of any tax benefits subject to the Tax Receivable Agreement over the period specified therein. The payments that E2open Holdings will be required to make will generally reduce the amount of the overall cash flow that might have otherwise been available, but we expect the cash tax savings we will realize from the utilization of the related tax benefits will exceed the amount of any required payments.

Pursuant to ASC 805, Business ~~Combination~~Combinations, and relevant tax law, we ~~have~~ calculated the fair value of the ~~tax receivable agreement~~Tax Receivable Agreement payments related to the transaction at the acquisition date and identified the timing of the utilization of the tax attributes. Under ASC 805, the Tax Receivable Agreement liability, as of the acquisition date, ~~will be~~is revalued at the end of each reporting period with the gain or loss as well as the associated interest reflected in the gain (loss) from change in tax receivable agreement liability in the Condensed Consolidated Statements of Operations in the period in which the event occurred. Interest ~~will accrue~~accrued on the ~~tax receivable agreement~~Tax Receivable Agreement liability at a rate of LIBOR plus 100 basis ~~points.~~points through June 30, 2023. As of July 1, 2023, interest accrues at SOFR plus the applicable spread for the quarter. In addition, under ASC 450, Contingencies, transactions with partnership unit holders after the acquisition date ~~will~~ result in additional Tax Receivable Agreement liabilities that are recorded on a gross undiscounted basis. These transactions, such as a conversion of Common Units to Class A Common Stock, result in a change in the Tax Receivable Agreement liability and a charge to equity.

The Tax Receivable Agreement liability was $~~58.2~~61.4 million and $~~66.6~~69.7 million as of November 30, ~~2022~~2023 and February 28, ~~2022, respectively.~~ 2023, respectively, which represents the current and long-term portion of the liability. The determination of current and long-term is based on management's estimate of taxable income for the fiscal year and the determination that a Tax Receivable Agreement payment is due and payable within the next twelve months. To the extent the estimate differs from actual results, a reclass may be required for portions of the Tax Receivable Agreement liability between current and long-term.

The tax rate used in the calculation was 24.2% ~~and~~ ~~24.1~~% as of November 30, ~~2022~~2023 and February 28, ~~2022, respectively.~~2023. The discount rate used for the ASC 805 calculation was ~~10.4~~10.0% and ~~8.2~~9.7% as of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, respectively, based on ~~our~~the cost of debt plus an incremental premium. During the three months ended November 30, ~~2022~~2023 and ~~2021,~~2022, a gain of $~~2.7~~2.9 million and ~~a loss of~~ $~~1.5~~2.7 million, respectively, was recorded as a change in the tax receivable agreement liability related to the ASC 805 discounted liability. During the nine months ended November 30, ~~2022~~2023 and ~~2021,~~2022, a gain of $~~9.1~~8.4 million and a ~~loss~~gain of $~~4.6~~9.1 million, respectively, was recorded as a change in the tax receivable agreement liability related to the ASC 805 discounted liability. During the nine months ended November 30, ~~2022~~2023 and ~~2021,~~2022, the Tax Receivable Agreement liability under ASC 450 increased by a negligible amount and $0.7 million, ~~and $13.2~~ ~~million, respectively.~~respectively, related to exchanges of Common Units for Class A Common Stock with a corresponding charge to equity. No payments have been made to any Tax Receivable Agreement holders of E2open Holdings as of November 30, 2023.

~~13.~~12. Notes Payable

Notes payable outstanding were as follows:


($ in thousands)	November 30, 2022			February 28, 2022			November 30, 2023			February 28, 2023
2021 Term Loan	$	1,080,941		$	899,163		$	1,069,978		$	1,078,200
2021 Revolving Credit Facility		10,000			80,000
Other notes payable		—			47			347			492
Total notes payable		1,090,941			979,210			1,070,325			1,078,692
Less unamortized debt issuance costs		(27,520	)		(26,536	)		(20,295	)		(23,912	)
Total notes payable, net		1,063,421			952,674			1,050,030			1,054,780
Less current portion		(20,962	)		(89,097	)		(11,122	)		(11,144	)
Notes payable, less current portion, net	$	1,042,459		$	863,577		$	1,038,908		$	1,043,636

2021 Term Loan and Revolving Credit Facility

In February 2021, E2open, LLC, our subsidiary, entered into a credit agreement (Credit Agreement) that provided for $525.0 million in term loans (2021 Term Loan) and $75.0 million in commitments for revolving credit loans (2021 Revolving Credit Facility) with a $15.0 million letter of credit sublimit. In September 2021, the Credit Agreement was amended to include a $380.0 million incremental term loan, an increase in the letter of credit sublimit from $15.0 million to $30.0 million and an increase in the 2021 Revolving Credit Facility from $75.0 million to $155.0 million. In April 2022, the Credit Agreement was amended to include a $190.0 million incremental term loan.

The 2021 Revolving Credit Facility will mature on February 4, 2026. E2open, LLC can request increases in the revolving commitments and additional term loan facilities, in minimum amounts of $2.0 million for each facility. Principal payments are due on the Credit Agreement the last day of February, May, August and November commencing August 2021. The Credit Agreement was payable in quarterly installments of $1.3 million beginning in August 2021; however, the payments were increased to $2.3 million with the addition of the incremental term loan beginning in November 2021. The ~~payment~~payments increased to $2.7 million with the addition of the $190.0 million incremental term loan beginning in May 2022. The Credit Agreement is payable in full on February 4, 2028.

The ~~proceeds from the $190.0~~ ~~million incremental term loan were used~~interest rates applicable to ~~repay the $80.0~~ ~~million outstanding balance~~borrowings under the ~~2021 Revolving~~ Credit ~~Facility incurred~~Agreement are, at E2open, LLC’s option, either (1) a base rate, which is equal to ~~finance~~ the ~~initial payment~~greater of (a) the Prime rate, (b) the Federal Reserve Bank of New York rate plus 0.5% and (c) the adjusted Eurocurrency Rate for a one month interest period plus 1% or (2) the adjusted Eurocurrency rate equal to the adjusted Eurocurrency rate for the ~~Logistyx Acquisition.~~applicable interest period multiplied by the statutory reserve rate, plus in the case of each of clauses (1) and (2), the Applicable Rate. The ~~additional cash~~Applicable Rate (1) for base rate term loans ranges from 2.25% to 2.50% per annum, (2) for base rate revolving loans ranges from 1.50% to 2.00% per annum, (3) for Eurodollar term loans ranges from 3.25% to 3.50% per annum and (4) for Eurodollar revolving loans ranges from 2.50% to 3.00% per annum, in each case, based on the first lien leverage ratio. E2open, LLC will pay a commitment fee during the term of the Credit Agreement ranging from 0.25% to 0.375% per annum of the average daily undrawn portion of the revolving commitments based on the First Lien Leverage Ratio which represents the ratio of the Company’s secured consolidated total indebtedness to the Company’s consolidated EBITDA as specified in the Credit Agreement.

Beginning July 1, 2023, the Eurocurrency Rate ceased to be applicable and was ~~used~~replaced by the SOFR Rate. The adjusted SOFR Rate shall be the SOFR Rate plus 0.11448% for a one-month interest rate loan, 0.26161% for a three-month interest rate loan and 0.42826% for a six-month interest rate loan. The Applicable Rate for SOFR Rate term loans shall range from 3.25% to ~~pay~~3.50% and revolving loans shall range from 2.50% to 3.00% based on the $first lien leverage ratio. We can also borrow using a SONIA Rate. The Applicable Rate for SONIA Rate revolving loans shall range from ~~37.4~~2.50 ~~million payment due~~% to ~~Logistyx in May 2022 and for general corporate purposes.~~3.00%.

The Credit Agreement is guaranteed by E2open Intermediate, LLC, our subsidiary, and certain wholly owned subsidiaries of E2open, LLC, as guarantors, and is supported by a security interest in substantially all of the guarantors' personal property and assets. The Credit Agreement contains certain customary events of default, representations and warranties as well as affirmative and negative covenants.

As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, there were $1,070.0 million and $1,078.2 million outstanding under the 2021 Term Loan, ~~had a variable interest rate of~~ ~~6.64% and~~ ~~4.00%, respectively. There were $10.0~~ ~~million outstanding borrowings~~respectively, at an interest rate of ~~6.77~~8.96% and 8.08%, respectively. The interest rates on the 2021 Term Loan were based on SOFR plus 350 basis points and LIBOR plus 350 basis points as of November 30, 2023 and February 28, 2023, respectively. There were no outstanding borrowings, no letters of credit and $~~145.0~~155.0 million available borrowing capacity under the 2021 Revolving Credit Facility as of November 30, ~~2022. There were $80.0~~ ~~million borrowings outstanding at an interest rate of~~ ~~5.25%, no letters of credit~~2023 and $~~75.0~~ ~~million available borrowing capacity under the 2021 Revolving Credit Facility as of~~ February 28, ~~2022.~~ 2023.

We were in compliance with the First Lien Leverage Ratio for the Credit Agreement as of November 30, ~~2022~~2023 and February 28, ~~2022.~~2023.

Beginning in March 2023, we entered into zero-cost interest rate collars in the notional amount of $300.0 million to hedge our exposure to fluctuations in interest rates on the variable rate debt on a portion of our 2021 Term Loan. See Note 14, Financial Instruments for additional information.

~~14.~~13. Contingent Consideration

Business Combination

The contingent consideration liability is due to the issuance of Series ~~B-1 and~~ B-2 common stock ~~and Series 1 restricted common units (RCUs)~~ and Series 2 RCUs of E2open Holdings as part of the Business Combination. These shares and units were issued on a proportional basis to each holder of Class A shares in CCNB1 and Common Units of E2open Holdings. These restricted shares and Common Units are treated as a contingent consideration liability under ASC 805 and valued at fair market value. The contingent consideration liability was recorded at fair value on the acquisition date and ~~will be~~is remeasured at each reporting date and adjusted if necessary. Any gain or loss recognized from the remeasurement ~~will be~~is recorded in gain (loss) from the change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations as a nonoperating income (expense) as the change in fair value is not part of our core operating activities.

The contingent consideration liability was $~~27.8~~14.2 million and $~~45.6~~29.5 million as of November 30, ~~2022~~2023 and February 28, 2023, respectively. The fair value remeasurements resulted in a gain of $5.1 million and $6.3 million for the three months ended November 30, 2023 and 2022, respectively. The fair value remeasurements resulted in a gain of $~~6.3~~15.4 million and ~~loss of $1.1~~ ~~million for the three months ended November 30, 2022 and 2021, respectively. The fair value remeasurements resulted in a gain of~~ $17.8 ~~million and loss of $77.5~~ million for the nine months ended November 30, 2023 and 2022, ~~and 2021,~~ respectively.

~~The~~ ~~8,120,367~~ shares of Series B-1 common stock, including the Sponsor Side Letter shares noted below, automatically convert into our Class A Common Stock on a one-to-one basis upon the occurrence of the first day on which the 5~~-day VWAP of our Class A Common Stock is equal to at least $13.50~~ ~~per share; provided, however, that the reference to $13.50~~ ~~per share shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the closing of the Business Combination.~~

~~As of June 8, 2021, the~~ 5~~-day VWAP of our Class A Common Stock exceeded $13.50~~ ~~per share which was the triggering event for~~ ~~the Series B-1 common stock to automatically convert into our Class A Common Stock on a one-to-one basis. As such,~~ ~~8,120,273~~ ~~shares of Series B-1 common stock converted into~~ ~~8,120,273~~ ~~shares of Class A Common Stock. There were~~ 94 ~~shares of Series B-1 common stock pending conversion as of November 30, 2022.~~

There were 3,372,184 shares of Series B-2 common stock outstanding as of November 30, ~~2022~~2023 and February 28, ~~2022.~~2023. The Series B-2 common stock will automatically convert into ~~our~~ Class A Common Stock on a one-to-one basis upon the occurrence of the first day on which the 20-day VWAP is equal to at least $15.00 per share; provided, however, that the reference to $15.00 per share shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the closing of the Business Combination.

~~Similar to the Series B-1 common stock, the~~ ~~4,379,557~~ ~~shares of Series 1 RCUs vest and become Common Units of E2open Holdings at such time as the~~ 5~~-day VWAP of the Class A Common Stock is at least $13.50~~ ~~per share; however, the $13.50~~ ~~per share threshold will be decreased by the aggregate amount of dividends per share paid following the closing of the Business Combination.~~

~~As of June 8, 2021, the 5-day VWAP of our Class A Common Stock exceeded $13.50~~ ~~per share which was the triggering event for the Series 1 RCUs to vest and become Common Units of E2open Holdings. As such,~~ ~~4,379,557~~ ~~Series 1 RCUs became~~ ~~4,379,557~~ ~~Common Units of E2open Holdings along with entitling the holders of the newly vested common units to~~ ~~4,379,557~~ ~~shares of Class V Common Stock. Catch-Up Payments were not required as a result~~ If any of the Series ~~1 RCU vesting.~~B-2 common stock does not vest on or before the 10-year anniversary of the Closing Date, such common stock will be canceled for no consideration.

There were 2,627,724 shares of Series 2 RCUs outstanding as of November 30, ~~2022~~2023 and February 28, ~~2022.~~2023. Similar to the Series B-2 common stock, the Series 2 RCUs will vest (a) at such time as the 20-day VWAP of the Class A Common Stock is at least $15.00 per share; however, the $15.00 per share threshold will be decreased by the aggregate amount of dividends per share paid following the closing of the Business Combination; (b) upon the consummation of a qualifying change of control of us or the Sponsor ~~and~~or (c) upon the qualifying liquidation defined in the limited liability company agreement.

Upon the conversion of an RCU, the holder of such RCU will be entitled to receive a payment equal to the amount of ordinary distributions paid on an E2open Holdings unit from the Closing Date through (but not including) the date such RCU converts into an E2open Holdings unit. If any of the RCUs do not vest on or before the 10-year anniversary of the Closing Date, such units will be canceled for no consideration, and will not be entitled to receive any Catch-Up Payments.

We have not paid any dividends to date and do not expect to in the future.

In connection with the execution of the Business Combination Agreement, the Sponsor, certain investors and CCNB1's Independent Directors entered into the Sponsor Side Letter Agreement with CCNB1. Under the Sponsor Side Letter Agreement, ~~2,500,000~~ ~~Class B ordinary shares of CCNB1 held by the Sponsor and CCNB1's Independent Directors automatically converted into~~ ~~2,500,000~~ ~~shares of Series B-1 Common Stock, which, collectively, are referred to as the Restricted Sponsor Shares. The vesting conditions of the shares of Series B-1 Common Stock mirror the Series 1 RCUs.~~

These restricted shares were treated as a contingent consideration liability under ASC 805 and valued at fair market value. The contingent consideration liability was recorded at fair value on the acquisition date and remeasured at each reporting date and adjusted if necessary. Any gain or loss recognized from the remeasurements was recorded in gain (loss) from the change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations as a nonoperating income (expense) as the change in fair value was not part of our core operating activities.

~~As of June 8, 2021, the~~ 5~~-day VWAP of our Class A Common Stock exceeded $13.50~~ ~~per share which was the triggering event for~~ ~~the Series B-1 common stock to automatically convert into our Class A Common Stock on a one-to-one basis. The fair value remeasurements through June 8, 2021 resulted in a loss of $13.7~~ ~~million for the nine months ended November 30, 2021.~~

~~15.~~14. Financial Instruments

We recognize derivative instruments as either assets or liabilities in the Condensed Consolidated Balance Sheets at fair value and provide qualitative and quantitative disclosures about such derivatives. We have international operations that expose us to potentially adverse movements in foreign currency exchange rates. To reduce our exposure to foreign currency rate changes on forecasted operating expenses, we enter into hedges in the form of foreign currency forward contracts related to changes in the U.S. dollar/foreign currency relationship. We do not use foreign currency forward contracts for speculative or trading purposes. Our derivative contracts are governed by an International Swaps and Derivatives Association master agreement that generally includes standard netting arrangements.

We are exposed to credit loss in the event of non-performance by counterparties to our derivative contracts. We actively monitor our exposure to credit risk, enter into foreign exchange forward contracts with high credit quality financial institutions and mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. We have not experienced any instances of non-performance by any counterparties.

The assets or liabilities associated with the forward contracts are recorded at fair value in prepaid expenses and other current assets, other noncurrent assets, accounts payable and accrued liabilities or other noncurrent liabilities in the Condensed Consolidated Balance Sheets. The accounting for gains and losses resulting from changes in fair value depends on the use of the foreign currency forward contract and whether it is designated and qualifies for hedge accounting. The cash flow impact upon settlement of the derivate contracts will be included in net cash from operating activities in the Condensed Consolidated Statements of Cash Flows.

Cash Flow Hedging Activities

Foreign Exchange Forward Contracts

Our foreign exchange forward contracts are designed and qualify as cash flow hedges. The contracts currently hedge the U.S. dollar/Indian ~~Rupee~~rupee relationship with the duration of these forward contracts ranging from one-month to 24-months at inception. These contracts cover a portion of our spend in Indian ~~Rupee.~~rupees. We have not hedged our exposure to revenue or expenses in other currencies.

To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes in future cash flows on the hedged transactions. The related gains or losses resulting from changes in fair value of these hedges is initially reported, net of tax, as a component of other comprehensive income (loss) in stockholders' equity and reclassified into operating expenses when the hedge is settled. As of November 30, ~~2022,~~2023, our foreign exchange forward contracts have durations of approximately 219 months or less.

Our exposure to the market gains or losses will vary over time as a function of currency exchange rates. The amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the instruments.

The following table represents the Condensed Consolidated Balance Sheets location and ~~amount~~estimated fair values of the ~~derivative instrument fair values:~~foreign currency forward contracts:


~~($ in thousands)~~	~~November 30, 2022~~
~~Accounts payable and accrued liabilities~~	$	(~~480~~	)
~~Other noncurrent liabilities~~		(~~147~~	)


($ in thousands)	November 30, 2023			February 28, 2023
Accounts payable and accrued liabilities	$	(127	)	$	(659	)
Other noncurrent liabilities		—			(197	)

We estimate the $~~0.5~~0.1 million, net of tax, of losses on forward exchange currency derivatives instruments included in other comprehensive loss will be settled and reclassified into earnings within the next twelve months.

We report our foreign exchange forward contract assets and liabilities on a net basis in the Condensed Consolidated Balance Sheets when a master-netting arrangement exists between us and the counterparty to the contract. A standard master netting agreement exists between us and the counterparty to the foreign exchange forward contract entered into in August 2022. The agreement allows for multiple transaction payment netting and none of the netting arrangements involve collateral. As of November 30, ~~2022,~~2023, all of the foreign exchange forward contracts are in a liability position.

Interest Rate Collar Agreements

Our interest rate collar agreements (Collars) are designed and qualify as cash flow hedges. The Collars help manage our exposure to fluctuations in interest rates on the variable rate debt on a portion of our 2021 Term Loan. Changes in the fair value of the Collars designated as cash flow hedges will be recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and settled to interest expense over the term of the contracts.

On March 17, 2023, we entered into a Collar, effective March 31, 2023, with a notional amount of $200.0 million and a maturity date of March 31, 2026. The executed cap was 4.75% and the floor was 2.57%. On March 24, 2023, an additional Collar was executed, effective April 6, 2023, with a notional amount of $100.0 million and a maturity date of March 31, 2026. The executed cap was 4.50% and the floor was 2.56%. For both Collars, the cap and floor interest rates are based on LIBOR through July 31, 2023 and SOFR beginning July 31, 2023 through the respective maturity dates. The structure of the Collars is such that we receive an incremental amount if the Collar index exceeds the cap rate. Conversely, we pay an incremental amount if the Collar index falls below the floor rate. No payments are required if the Collar index falls between the cap and floor rates.

The following table represents the Condensed Consolidated Balance Sheets location and estimated fair value of the Collars:


($ in thousands)	Notional		November 30, 2023
Prepaid expenses and other current assets	$	200,000	$	401
Other noncurrent assets		200,000		535
Prepaid expenses and other current assets		100,000		332
Other noncurrent assets		100,000		443

We report our Collar assets and liabilities on a net basis in the Condensed Consolidated Balance Sheets when a master-netting arrangement exists between us and the counterparty to the contract. A standard master netting agreement exists with the counterparty to the Collars. The agreement allows for multiple transaction payment netting and none of the netting arrangements involve collateral.

See Note ~~22,~~21, Other Comprehensive Loss for additional information regarding our cash flow hedges.

~~16.~~15. Fair Value Measurement

Our financial instruments include cash and cash equivalents; investments; accounts receivable, net; accounts payable; ~~acquisition-related obligations;~~ notes payable; and financing lease obligations. Accounts receivable, net; and accounts ~~payable; and acquisition-related obligations~~payable are stated at their carrying value, which approximates fair value, due to their short maturity. We measure our cash equivalents and investments at fair value, based on an exchange or exit price which represents the amount that would be received for an asset sale or an exit price, or paid to transfer a liability in an orderly transaction between knowledgeable and willing market participants. Certificates of deposit are valued at original cost plus accrued interest, which approximates fair value. We estimate the fair value for notes payable and financing lease obligations by discounting the future cash flows of the related note and lease payments. As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, the fair value of the cash and cash equivalents, restricted cash, certificates of deposit, notes payable and financing lease obligations approximates their recorded values.

The following tables set forth details about our investments:


($ in thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
November 30, 2022
November 30, 2023
Asset-backed securities	$	162	$	30	$	—	$	192	$	162	$	47	$	—	$	209

February 28, 2022
February 28, 2023
Asset-backed securities	$	162	$	46	$	—	$	208	$	162	$	35	$	—	$	197

Observable inputs are based on market data obtained from independent sources. Unobservable inputs reflect our assessment of the assumptions market participants would use to value certain financial instruments. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

Our assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows:


	November 30, 2022								November 30, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Investments:
Asset-backed securities	$	—	$	192	$	—	$	192	$	—	$	209	$	—	$	209
Total investments		—		192		—		192		—		209		—		209
Other assets:
Interest rate collar agreements										—		1,711		—		1,711
Total other assets										—		1,711		—		1,711
Total assets	$	—	$	192	$	—	$	192	$	—	$	1,920	$	—	$	1,920

Liabilities:
Forward currency contracts	$	—	$	627	$	—	$	627	$	—	$	127	$	—	$	127
Cash-settled restricted stock units		8		—		—		8		16		—		—		16
Tax receivable agreement liability		—		—		41,179		41,179		—		—		44,799		44,799
Warrant liability		10,902		—		19,473		30,375		7,900		—		2,930		10,830
Contingent consideration		—		—		27,808		27,808		—		—		14,188		14,188
Total liabilities	$	10,910	$	627	$	88,460	$	99,997	$	7,916	$	127	$	61,917	$	69,960

February 28, 2022

($ in thousands)

Level 1

Level 2

Level 3

Total

Assets:

Cash equivalents:

Money market

$
4

$
—

$
—

$
4

Total cash equivalents

4

—

—

4

Investments:

Asset-backed securities

—

208

—

208

Total investments

—

208

—

208

Total assets

$
4

$
208

$
—

$
212

Liabilities:

Tax receivable agreement liability

$
—

$
—

$
50,268

$
50,268

Warrant liability

27,324

—

39,815

67,139

Contingent consideration

—

—

45,568

45,568

Total liabilities

$
27,324

$
—

$
135,651

$
162,975


	February 28, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Asset-backed securities	$	—	$	197	$	—	$	197
Total investments		—		197		—		197
Total assets	$	—	$	197	$	—	$	197

Liabilities:
Forward currency contracts	$	—	$	856	$	—	$	856
Cash-settled stock units		21		—		—		21
Tax receivable agreement liability		—		—		53,154		53,154
Warrant liability		16,920		—		12,696		29,616
Contingent consideration		—		—		29,548		29,548
Total liabilities	$	16,941	$	856	$	95,398	$	113,195

Cash-Settled Restricted Stock Units

Cash-settled restricted stock units (RSUs) form part of our compensation program. The fair value of these awards ~~are~~is determined using the closing stock price of our Class A Common Stock on the last day of each balance sheet date which is considered an observable quoted market price in active markets (Level 1).

The following table provides a reconciliation of the beginning and ending balances of ~~acquisition related accrued earn-outs and~~the contingent consideration using significant unobservable inputs (Level 3) ~~from March 1, 2022 through November 30, 2022 and March 1, 2021 through February 28, 2022:~~:


($ in thousands)	November 30, 2022			February 28, 2022			November 30, 2023			February 28, 2023
Beginning of period	$	45,568		$	152,808		$	29,548		$	45,568
Conversion to Class A Common Stock		—			(175,000	)
Cash payments		—			(2,000	)
(Gain) loss from fair value of contingent consideration		(17,760	)		69,760
Gain from fair value of contingent consideration								(15,360	)		(16,020	)
End of period	$	27,808		$	45,568		$	14,188		$	29,548

The ~~change in the fair value of the earn-out is recorded in acquisition-related expenses while the~~ change in the fair value of the contingent consideration is recorded in gain (loss) from change in fair value of contingent consideration in the Condensed Consolidated Statements of Operations.

Our tax receivable agreement liability is measured under both ASC 805 at fair value on a recurring basis using significant unobservable inputs (Level 3) and ASC 450 at book value. The following table provides a reconciliation of the portion of the tax receivable agreement liability measured at fair value under Level ~~3 from March 1, 2022 through November 30, 2022 and March 1, 2021 through February 28, 2022:~~3:


($ in thousands)	November 30, 2022			February 28, 2022		November 30, 2023			February 28, 2023
Beginning of period	$	50,268		$	50,114	$	53,154		$	50,268
Gain (loss) from fair value of tax receivable agreement liability		(9,089	)		154
(Gain) loss from fair value of tax receivable agreement liability							(8,355	)		2,886
End of period	$	41,179		$	50,268	$	44,799		$	53,154

The change in the fair value of the tax receivable agreement liability is recorded in gain (loss) from change in tax receivable agreement liability in the Condensed Consolidated Statements of Operations.

Our warrant liability is measured at fair value on a recurring basis using active market quoted prices (Level 1) and significant unobservable inputs (Level 3). The following table provides a reconciliation of the warrant ~~liability from March 1, 2022 through November 30, 2022 and March 1, 2021 through February 28, 2022:~~liability:


($ in thousands)	November 30, 2022			February 28, 2022			November 30, 2023			February 28, 2023
Beginning of period	$	67,139		$	68,772		$	29,616		$	67,139
Gain from fair value of warrant liability		(36,764	)		(1,633	)		(18,786	)		(37,523	)
End of period	$	30,375		$	67,139		$	10,830		$	29,616

The change in the fair value of the warrant liability is recorded in gain (loss) from change in fair value of warrant liability in the Condensed Consolidated Statements of Operations.

The fair values of our Level 1 financial instruments, which are traded in active markets, are based on quoted market prices for identical instruments. The fair values of our Level 2 financial instruments are based on daily market foreign currency rates, interest rate curves and quoted market prices for comparable instruments or model-driven valuations using observable market data or inputs corroborated by observable market data.

Our ~~earn-out liabilities and~~ contingent consideration ~~are~~is valued using a Monte Carlo simulation model. The assumptions used in preparing ~~these models~~this model include estimates such as volatility, contractual terms, discount rates, dividend yield and risk-free interest rates. ~~These~~This valuation ~~models use~~model uses unobservable market input, and therefore the ~~liabilities are~~liability is classified as Level 3.

Our public warrants are valued using active market quoted prices, which are Level 1 inputs. The private placement warrants are valued using a binomial pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Forward Purchase Warrants ~~are~~were valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield, expiration dates and risk-free interest rates. These valuation models use unobservable market input, and therefore the liability is classified as both Level 1 and Level 3.

There were no transfers of financial instruments between the levels of the fair value hierarchy during the three and nine months ended November 30, 2023 and 2022.

~~17.~~16. Revenue

We primarily generate revenue from the sale of subscriptions and professional services. We recognize revenue when the client contract and associated performance obligations have been identified, transaction price has been determined and allocated to the performance obligations in the contract, and performance obligations have been satisfied. We recognize revenue net of any taxes collected from clients, which are subsequently remitted to governmental authorities. Other revenue is recognized when the service is delivered to the client.

Total Revenue by Geographic Locations

Revenue by geographic regions consisted of the following:


	Three Months Ended November 30,				Nine Months Ended November 30,				Three Months Ended November 30,				Nine Months Ended November 30,
($ in thousands)	2022		2021		2022		2021		2023		2022		2023		2022
Americas	$	139,468	$	110,690	$	410,100	$	248,910	$	133,018	$	139,468	$	401,842	$	410,100
Europe		20,120		20,367		59,049		22,989		19,404		20,120		58,678		59,049
Asia Pacific		5,305		5,945		16,801		9,509		5,075		5,305		15,585		16,801
Total revenue	$	164,893	$	137,002	$	485,950	$	281,408	$	157,497	$	164,893	$	476,105	$	485,950

Revenues by geography are determined based on the region of our contracting entity, which may be different than the region of the client. Americas revenue attributed to the United States was 8384% and 8183% during the three months ended November 30, 2023 and 2022, respectively, and ~~2021, respectively. Americas revenue attributed to the United States was~~ 8384% and 8983% during the nine months ended November 30, ~~2022~~2023 and ~~2021, respectively.~~2022. No other country represented more than 10% of total revenue during these periods.

~~During the three months ended November 30, 2022 and 2021, we recorded a $0.1~~ ~~million and $10.4~~ million reduction to revenue to amortize the deferred revenue fair value adjustment that resulted from the purchase price allocation in the Business Combination, respectively. During the nine months ended November 30, 2022 and 2021, we recorded a $~~0.4~~ ~~million and $47.1~~ million reduction to revenue to amortize the deferred revenue fair value adjustment, respectively. With the early adoption of ASU 2021-08, a fair value adjustment to deferred revenue is no longer required; therefore, an adjustment to deferred revenue was not made for the BluJay or Logistyx acquisitions.

Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the client is not committed. The client is not considered committed when they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient of ASC 606, Revenue from Contracts with Customers, we have not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, approximately $~~795.1~~806.0 million and $~~767.9~~779.6 million of revenue was expected to be recognized from remaining performance obligations, respectively. These amounts are expected to be recognized within the next five years.

Contract Assets and Liabilities

Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. Contract assets were $~~28.5~~23.1 million and $~~14.6~~25.5 million as of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, respectively. Contract liabilities consist of deferred revenue which includes billings in excess of revenue recognized related to subscription contracts and professional services. Deferred revenue is recognized as revenue when we perform under the contract. Deferred revenue was $~~176.0~~179.1 million and $~~192.1~~206.3 million as of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, respectively. Revenue recognized during the three and nine months ended November 30, ~~2022,~~2023, included in deferred revenue on the Condensed Consolidated Balance Sheets as of February 28, ~~2022,~~2023, was $~~29.7~~19.6 million and $~~154.7~~156.3 million, respectively.

~~As of February 4, 2021, a fair value adjustment of $60.7~~ million was recorded to reduce our deferred revenue to its fair value as part of the Business Combination. As deferred revenue is recognized, any fair value adjustment related to the deferred revenue is also recognized as a reduction to revenue. As of November 30, 2022 and February 28, 2022, the fair value adjustment to reduce deferred revenue as part of the Business Combination was $~~0.1~~ ~~million and $0.5~~ million, respectively. With the early adoption of ASU 2021-08, a fair value adjustment to deferred revenue is no longer required; therefore, an adjustment to deferred revenue was not made for the BluJay and Logistyx acquisitions.

Sales Commissions

With the adoption of ASC 606 and ASC 340-40, Contracts with Customers, in March 2019, we began deferring and amortizing sales commissions that are incremental and directly related to obtaining client contracts.

Amortization expense of $~~1.0~~1.7 million and $~~0.5~~1.0 million was recorded in sales and marketing ~~expense~~expenses in the Condensed Consolidated Statements of Operations for the three months ended November 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Amortization expense of $~~2.9~~4.5 million and $~~0.9~~2.9 million was recorded in sales and marketing ~~expense~~expenses for the nine months ended November 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Certain sales commissions that would have an amortization period of less than ~~one~~a year are expensed as incurred in sales and marketing ~~expense.~~expenses. As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, we had a total of $~~14.3~~19.7 million and $~~12.2~~16.0 million of capitalized sales commissions included in prepaid expenses and other current assets and other noncurrent assets in the Condensed Consolidated Balance Sheets, respectively.

Included in accounts payable and accrued liabilities as of November 30, ~~2022~~2023 and February 28, ~~2022~~2023 was a restructuring liability balance, primarily consisting of lease related obligations, of $~~0.2~~0.1 million and $~~0.8~~0.2 million, respectively, and a restructuring severance liability of $~~2.5~~1.1 million and $~~1.9~~0.9 million, respectively. We expect these amounts to be substantially paid within the next 12 months.

The following table reflects the changes in the severance and exit cost ~~accruals from March 1, 2022 through November 30, 2022 and March 1, 2021 through February 28, 2022:~~accruals:


($ in thousands)	November 30, 2022			February 28, 2022			November 30, 2023			February 28, 2023
Beginning of period	$	2,687		$	1,988		$	1,150		$	2,687
Payments		(5,125	)		(7,302	)		(3,679	)		(6,225	)
Impairment of right-of-use assets		(421	)		(580	)		—			(421	)
Disposition (1)								—			(162	)
Expenses		5,625			8,581			3,746			5,271
End of period	$	2,766		$	2,687		$	1,217		$	1,150

(1)

Represents the severance and retention accrual that was written off as part of the subsidiary disposition in February 2023.

InAccrued severance includes activity related to the ~~2022 Form 10-K, $0.8~~ ~~million of~~pre- and post-acquisition related operational reviews (acquisition related severance) as well as various departmental cost cutting initiatives resulting in severance awards to specific individuals that are not under a specific Company program (non-acquisition related severance). The non-acquisition related severance payments are accrued ~~expenses related to~~in both accrued severance and ~~retention were reflected in~~ accrued compensation. ~~This amount has been reclassified to~~Total severance expense, including both acquisition and non-acquisition related severance payments, for the three months ended November 30, 2023 and 2022 was a $4.4 million and $1.0 million, respectively, and for the nine months ended November 30, 2023 and 2022 was $7.9 million and $5.7 million, respectively.

With the departure of our former Chief Operating Officer on September 27, 2023 and Chief Executive Officer on October 10, 2023, we accrued a severance payment of $0.9 million and ~~retention to correspond to~~$1.3 million, respectively. Both of these severance payments were paid during the ~~current year presentation.~~third quarter of fiscal 2024.

~~19.~~18. Warrants

As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, there were an aggregate of 29,079,872 warrants ~~outstanding, which include the public warrants, private placement warrants and Forward Purchase Warrants.~~outstanding. Each warrant entitles its holders to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The ~~private placement~~ warrants ~~became exercisable with the Domestication. The Forward Purchase Warrants became exercisable upon the effectiveness of our Form S-1 in March 2021. The public warrants became exercisable in~~ ~~April 2021. The public warrants, private placement warrants and Forward Purchase Warrants~~ expire five years after the Closing Date, or earlier upon redemption or liquidation. ~~Once the~~The warrants ~~became~~are currently exercisable ~~we have the option to redeem the outstanding warrants~~and redeemable when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. However, the 10,280,000 private placement warrants are nonredeemable so long as they are held by our Sponsor or its permitted transferees. The warrants are recorded as a liability in warrant liability on the Condensed Consolidated Balance Sheets with a balance of $~~30.4~~10.8 million and $~~67.1~~29.6 million as of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, respectively. During the three months ended November 30, ~~2022~~2023 and ~~2021,~~2022, a gain of $~~16.2~~2.6 million and ~~a loss of~~ $~~7.2~~16.2 million was recognized in gain (loss) from change in fair value of the warrant liability in the Condensed Consolidated Statements of Operations, respectively. During the nine months ended November 30, ~~2022~~2023 and ~~2021,~~2022, a gain of $~~36.8~~18.8 million and ~~loss of~~ $~~48.4~~36.8 million was recognized in gain (loss) from change in fair value of the warrant liability, respectively.

~~20.~~19. Stockholders' Equity

Class A Common Stock

We are authorized to issue 2,500,000,000 Class A common stock with a par value of $0.0001 per share. Holders of our Class A Common Stock are entitled to one vote for each share. As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, there were ~~302,452,552~~304,564,709 and ~~301,536,621~~302,582,007 shares of Class A Common Stock issued, respectively, and ~~302,275,898~~304,388,055 and ~~301,359,967~~302,405,353 shares of Class A Common Stock outstanding, respectively.

Class V Common Stock

We ~~were~~are authorized to issue ~~40,000,000~~42,747,890 Class V common stock with a par value of $0.0001 per share. ~~In August 2021, the number of shares authorized for issuance increased to~~ ~~42,747,890~~ ~~Class V common stock with a par value of $0.0001~~. These shares have no economic value but entitle the holder to one vote per share. As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, there were ~~33,092,007~~32,722,920 and ~~33,560,839~~32,992,007 shares of Class V Common Stock issued and outstanding, respectively, and ~~9,655,883~~10,024,970 and ~~9,187,051~~9,755,883 shares of Class V Common Stock held in treasury, respectively.

The holders of Common Units participate in net income or loss allocations and distributions of E2open Holdings. They are also entitled to Class V Common Stock on a ~~one for one~~one-for-one basis to their Common Units which in essence allows each holder one vote per Common ~~Unit.~~Unit.

The following table reflects the changes in our outstanding stock:

Class A

Class V

Series B-1

Series B-2

Balance, February 28, 2022

301,359,967

33,560,839

94

3,372,184

Conversion of Common Units (1)

249,941

(468,832
)

—

—

Vesting of restricted awards, net of shares
withheld for taxes (2)

665,990

—

—

—

Balance, November 30, 2022

302,275,898

33,092,007

94

3,372,184


	Class A		Class V			Series B-1		Series B-2
Balance, February 28, 2023		302,405,353		32,992,007			94		3,372,184
Conversion of Common Units (1)		269,087		(269,087	)		—		—
Issuance of common stock pursuant to stock-based awards (2)		408,881		—			—		—
Vesting of restricted awards, net of shares withheld for taxes (3)		1,304,734		—			—		—
Balance, November 30, 2023		304,388,055		32,722,920			94		3,372,184

(1)

Class A Common Stock issued for the conversion of Common Units settled in stock. ~~During the nine months ended November 30, 2022, we paid $1.4~~ ~~million in cash for the repurchase of~~ ~~218,891~~ ~~Common Units that were converted into cash instead of stock at our option.~~ Class V Common Stock are retired on a one-for-one basis when Common Units are converted into Class A Common Stock or settled in cash.

(2)

Issuance of Class A Common Stock associated with the restricted stock award grants.

(3)

The Class A Common Stock withheld for taxes revert back to the 2021 Incentive Plan, as defined below, and are used for future grants.

~~Share Repurchase Program~~

~~On January 20, 2022, the board of directors approved a $~~See Note 28, ~~100.0~~Subsequent Events ~~million share repurchase program (2022 Share Repurchase Program). Stock repurchases may be made from time~~for information related to ~~time in the open market, in privately negotiated transactions, pursuant~~Common Units converted to Rule 10b5-1 trading plans or other available means. The 2022 Share Repurchase Program is subject to market conditions and other factors and does not obligate us to repurchase any dollar amount or number of our Class A Common Stock ~~and the program may be extended, modified, suspended or discontinued at any time, without prior notice.~~

We will record all share repurchases based on the trade date. Shares of our Class A Common Stock repurchased under the 2022 Share Repurchase Program will be recorded as treasury stock, at cost, but may from time to time be retired.

No ~~shares of Class A Common Stock have been repurchased to date.~~after November 30, 2023.

~~21.~~20. Noncontrolling ~~Interests~~Interest

Noncontrolling interest represents the portion of E2open Holdings that we control and consolidate but do not own. As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, the noncontrolling ~~interests represent~~interest represents a ~~9.9~~9.7% and ~~10.0~~9.8% ownership in E2open Holdings, respectively. As part of the Business Combination, E2open Parent Holdings, Inc. became the owner of E2open Holdings along with the existing owners of E2open Holdings through Common Unit ownership. The existing owners of E2open Holdings are shown as noncontrolling ~~interests~~interest on the Condensed Consolidated Balance Sheets and their portion of the net income (loss) of E2open Holdings is shown as net income (loss) attributable to noncontrolling interest on the Condensed Consolidated Statements of Operations.

Generally, Common Units participate in net income or loss allocations and distributions and entitle their holder to the right, subject to the terms set forth in the ~~limited liability agreement,~~Third Amended and Restated Limited Liability Company Agreement of E2open, LLC (Third Company Agreement), to require E2open Holdings to redeem all or a portion of the Common Units held by such participant. At our option, we may satisfy this redemption with cash or by exchanging Class V Common Stock for Class A Common Stock on a one-for-one basis.

During the three and nine months ended November 30, 2023, there were 269,087 Common Units converted into Class A Common Stock with a value of $0.8 million based off the 5-day VWAP. This activity resulted in a decrease to noncontrolling interests of $0.8 million during the three and nine months ended November 30, 2023.

During the three months ended November 30, 2022, 100,000 Common Units were converted into Class A Common Stock with a value of $0.6 million based off the 5-day VWAP. During the nine months ended November 30, 2022, 249,941 Common Units were converted into Class A Common Stock with a value of $1.8 million based off the 5-day VWAP. A total of 218,891 Common Units were settled in cash of $1.4 million during the three and nine months ended November 30, 2022. This activity resulted in a decrease to noncontrolling interests of $0.6 million and $3.2 million during the three and nine months ended November 30, 2022, respectively.

As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, there were a total of ~~33.1~~32.7 million and ~~33.6~~33.0 million Common Units held by participants of E2open ~~Holdings, respectively.~~Holdings.

We follow the guidance issued by the FASB regarding the classification and measurement of redeemable securities. Accordingly, we have determined that the Common Units meet the requirements to be classified as permanent equity.

See Note 28, Subsequent Events for information related to Common Units converted after November 30, 2023.

~~22.~~21. Other Comprehensive Loss

Accumulated other comprehensive loss in the equity section of our Condensed Consolidated Balance Sheets includes:

($ in thousands)

Foreign Currency Translation Adjustment

Unrealized Holding Gains (Losses) on Derivatives

Total

Balance, February 28, 2022

$
(19,019
)

$
—

$
(19,019
)

Other comprehensive loss

(68,360
)

(627
)

(68,987
)
Tax effects

10,274

—

10,274

Other comprehensive loss

(58,086
)

(627
)

(58,713
)
Balance, November 30, 2022

$
(77,105
)

$
(627
)

$
(77,732
)


($ in thousands)	Foreign Currency Translation Adjustment			Unrealized Holding (Losses) Gains on Foreign Exchange Forward Contracts			Unrealized Holding Gains on Interest Rate Collar Agreements		Total
Balance, February 28, 2023	$	(67,747	)	$	(856	)	$	—	$	(68,603	)

Other comprehensive gain		20,271			729			1,711		22,711
Other comprehensive gain		20,271			729			1,711		22,711
Balance, November 30, 2023	$	(47,476	)	$	(127	)	$	1,711	$	(45,892	)

There were no income taxes recorded to other comprehensive loss during the three or nine months ended November 30, 2023.

The effect of amounts reclassified out of unrealized holding losses ~~on derivatives~~for foreign exchange forward contracts into net ~~income (loss)~~loss was as follows:


					Three Months Ended November 30,				Nine Months Ended November 30,
($ in thousands)	Three Months Ended November 30, 2022		Nine Months Ended November 30, 2022		2023		2022		2023		2022
Reclassifications:
Losses on cash flows hedges, net of tax
Cost of revenue	$	105	$	105	$	36	$	105	$	127	$	105
Research and development		94		94		35		94		119		94
Sales and marketing		3		3		2		3		6		3
General and administrative		48		48		15		48		53		48
Total	$	250	$	250	$	88	$	250	$	305	$	250

~~We did not reclass any items~~The effect of amounts reclassified out of unrealized gains for interest rate collars as an offset to ~~the Condensed Consolidated Statements of Operations from accumulated other comprehensive loss during the three and nine months ended November 30, 2021.~~interest expense was as follows:


	Three Months Ended			Nine Months Ended
($ in thousands)	November 30, 2023			November 30, 2023
Reclassifications:
$100 million notional interest rate collar	$	(208	)	$	(463	)
$200 million notional interest rate collar		(290	)		(596	)
Total	$	(498	)	$	(1,059	)

Accumulated foreign currency translation adjustments are reclassified to net ~~income (loss)~~loss when realized upon sale or upon complete, or substantially complete, liquidation of the investment in the foreign entity.

See Note ~~15,~~14, Financial Instruments for additional information related to our derivative instruments.

~~23.~~22. Earnings Per Share

Basic earnings per share is calculated as net (loss) income ~~(loss)~~available to common stockholders divided by the weighted average number of shares of common stock ~~outstanding.~~outstanding during the applicable period. Diluted earnings per share ~~assumes,~~is computed by using the basic earnings per share plus any dilutive securities outstanding during the period using the if-converted method, except when ~~dilutive,~~ the ~~issuance of the net incremental shares from options and restricted shares.~~effect is anti-dilutive. The following is a reconciliation of the denominators of the basic and diluted per share computations for net ~~income~~ (loss): income:


	Three Months Ended November 30,					Nine Months Ended November 30,						Three Months Ended November 30,					Nine Months Ended November 30,
(in thousands, except per share data)	2022		2021			2022			2021			2023			2022		2023			2022
Net loss per share:
Numerator - basic:
Net income (loss) per share:	$	5,503	$	(64,289	)	$	(416,703	)	$	(257,632	)
Less: Net income (loss) attributable to noncontrolling interests		698		(5,072	)		(41,464	)		(35,640	)
Net income (loss) attributable to E2open Parent Holdings, Inc. - basic	$	4,805	$	(59,217	)	$	(375,239	)	$	(221,992	)
Net (loss) income per share:												$	(740,031	)	$	5,503	$	(1,139,544	)	$	(416,703	)
Less: Net (loss) income attributable to noncontrolling interests													(72,475	)		698		(111,721	)		(41,464	)
Net (loss) income attributable to E2open Parent Holdings, Inc. - basic												$	(667,556	)	$	4,805	$	(1,027,823	)	$	(375,239	)

Numerator - diluted:
Net income (loss) attributable to E2open Parent Holdings, Inc. - basic	$	4,805	$	(59,217	)	$	(375,239	)	$	(221,992	)
Add: Net income (loss) and tax effect attributable to noncontrolling interests		—		—			—			—
Net income (loss) attributable to E2open Parent Holdings, Inc. - diluted	$	4,805	$	(59,217	)	$	(375,239	)	$	(221,992	)
Net (loss) income attributable to E2open Parent Holdings, Inc. - basic												$	(667,556	)	$	4,805	$	(1,027,823	)	$	(375,239	)
Net (loss) income attributable to E2open Parent Holdings, Inc. - diluted												$	(667,556	)	$	4,805	$	(1,027,823	)	$	(375,239	)

Denominator - basic:
Weighted average shares outstanding - basic		302,201		308,132			301,822			227,186			303,848			302,201		303,188			301,822
Net income (loss) per share - basic	$	0.02	$	(0.19	)	$	(1.24	)	$	(0.98	)
Net (loss) income per share - basic												$	(2.20	)	$	0.02	$	(3.39	)	$	(1.24	)

Denominator - diluted:
Weighted average shares outstanding - basic		302,201		308,132			301,822			227,186			303,848			302,201		303,188			301,822
Weighted average effect of dilutive securities:
Time based restricted stock		158		—			—			—			—			158		—			—
Weighted average shares outstanding - diluted		302,359		308,132			301,822			227,186			303,848			302,359		303,188			301,822
Diluted net income (loss) per common share	$	0.02	$	(0.19	)	$	(1.24	)	$	(0.98	)
Diluted net (loss) income per common share												$	(2.20	)	$	0.02	$	(3.39	)	$	(1.24	)

Potential common shares ~~issuable to employee or directors~~are shares that would be issued upon exercise or conversion of shares under our share-based compensation plans and upon exercise of warrants that are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss available to common stockholders.

The following table summarizes the weighted-average potential common shares excluded from diluted ~~income (loss)~~loss per common share as their effect would be anti-dilutive:

Three Months Ended November 30,

Nine Months Ended November 30,

2022

2021

2022

2021

Shares related to Series B-1 common stock

94

94

94

60

Shares related to Series B-2 common stock

3,372,184

3,372,184

3,372,184

3,372,184

Shares related to restricted common units Series 2

2,627,724

2,627,724

2,627,724

2,627,724

Shares related to warrants (1)

29,079,872

29,079,959

29,079,872

29,079,968

Shares related to Common Units

33,126,073

34,885,501

33,350,756

36,404,078

Shares related to options

4,832,802

2,573,978

3,986,158

2,533,856

Share related to performance based restricted stock

2,101,221

937,381

2,059,595

688,494

Shares related to time based restricted stock

2,303,641

1,306,358

2,404,272

825,362

Units/Shares excluded from the dilution computation

77,443,611

74,783,179

76,880,655

75,531,726

~~(1)~~

~~The warrants include the public warrants, private placement warrants and Forward Purchase Warrants.~~


	Three Months Ended November 30,				Nine Months Ended November 30,
	2023		2022		2023		2022
Series B-1 common stock		94		94		94		94
Series B-2 common stock		3,372,184		3,372,184		3,372,184		3,372,184
Restricted common units Series 2		2,627,724		2,627,724		2,627,724		2,627,724
Warrants		29,079,872		29,079,872		29,079,872		29,079,872
Common Units		32,879,559		33,126,073		32,954,797		33,350,756
Performance-based options		1,334,919		4,832,802		1,215,252		3,986,158
Time-based options		1,038,513		—		901,246		—
Performance-based restricted stock units		3,837,349		2,101,221		3,514,740		2,059,595
Time-based restricted stock units		8,449,869		2,303,641		9,778,141		2,404,272
Time-based restricted stock awards		187,824		—		408,881		—
Units/Shares excluded from the dilution computation		82,807,907		77,443,611		83,852,931		76,880,655

~~24.~~23. Share-Based Compensation

2021 Incentive Plan

The E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan (2021 Incentive Plan) ~~became effective on the Closing Date with the approval of CCNB1's shareholders and board of directors. The 2021 Incentive Plan~~ allows us to make equity and equity-based incentive awards to officers, employees, directors and consultants. There were 15,000,000 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan as of February 28, 2022. The "evergreen" provision of the 2021 Incentive Plan provides for an annual automatic increase to the number of shares of Class A Common Stock available under the plan. As of March 1, 2022 and 2023, an additional 4,849,684 shares and 7,304,646 shares were reserved for issuance under the "evergreen " ~~provision.~~provision, respectively. Shares issued under the 2021 Incentive Plan can be granted as stock options, restricted stock awards, restricted stock units, performance stock awards, cash awards and other equity-based awards. No award may vest earlier than the first anniversary of the date of grant, ~~expect~~except under limited conditions.

Our board of directors, or its expressly approved delegees, have approved the grant of options, RSUs and ~~RSUs~~restricted stock awards (RSAs) under the 2021 Incentive Plan.

Options

Options are either performance-based or time-based. The fiscal year 2022 options were ~~performance based~~performance-based and measured based on obtaining an organic growth target over a one-year ~~period with a quarter of the options vesting at the end of the performance period and the remaining options vesting equally over the following~~ ~~three years~~.period. The fiscal year 2023 options ~~are performance based~~were performance-based and measured based on obtaining organic growth, adjusted EBITDA and net booking targets over a one-year ~~period with a~~period. A quarter of the options ~~vesting~~vest at the end of the performance period and the remaining options ~~vesting~~will vest equally over the following three years. The fiscal year 2024 options are time-based with one-third of the options vesting at the end of the first year with the remaining options vesting ratably each quarter over the remaining two-years.

Our executive officers and senior management are granted these ~~performance based~~performance-based and time-based options. The performance target is set at 100% at the grant date, and the probability of meeting the performance target is remeasured each quarter over the performance period and adjusted if needed. The performance target for the options granted during May 2021 was finalized in April 2022 above 100% and adjusted accordingly. The performance target for the options granted in May 2022 was finalized in April 2023 below 100% and adjusted accordingly.

As of November 30, ~~2022,~~2023, there were ~~4,259,741~~1,215,252 unvested ~~performance based~~performance-based options and 901,246 unvested time-based options.

RSUs

The RSUs are either ~~performance based~~performance-based or ~~time based.~~time-based. The fiscal year 2022 ~~performance based~~performance-based RSUs were measured based on obtaining an organic growth target over a one-year ~~period with a quarter of the RSUs vesting at the end of the performance period and the remaining RSUs vesting equally over the following~~ ~~three years~~.period. The fiscal year 2023 ~~performance based~~performance-based RSUs ~~are~~were measured based on obtaining an organic growth, adjusted EBITDA and net bookings target over a one-year ~~period with~~period. The fiscal year 2024 performance-based RSUs are measured based on obtaining an organic subscription revenue growth, constant currency adjusted EBITDA and net bookings target over a one-year period. A quarter of the RSUs ~~vesting~~will vest at the end of the performance period and the remaining RSUs ~~vesting~~will vest equally over the following three ~~years~~years.

. The performance target is set at 100% at the date of grant, and the probability of meeting the performance target is remeasured each quarter over the performance period and adjusted if needed. The performance target for the ~~performance based~~performance-based RSUs granted during May 2021 was finalized in April 2022 above 100% and adjusted accordingly. The ~~time based~~performance target for the performance-based RSUs granted in May 2022 was finalized in April 2023 below 100% and adjusted accordingly. The time-based RSUs for executive officers, senior management and employees granted during fiscal years 2022 and 2023 vest ratably over a three-year ~~period while~~period. Beginning in fiscal year 2024, the ~~time based~~time-based RSUs for executive officers, senior management and employees will vest one-third at the end of the first year and then ratably each quarter over the remaining two years. The time-based RSUs for non-employee directors of our board of directors have a one-year vesting period.

During November 2023, executive officers and senior management received retention time-based RSUs which have an eighteen-month vesting period. The total retention awards granted during November 2023 were 2,052,680. See Note 28, Subsequent Events for information regarding additional retention awards granted in December 2023.

As of November 30, ~~2022,~~2023, there were ~~2,051,628~~3,514,740 ~~performance based~~performance-based RSUs, 9,778,141 time-based RSUs and ~~4,566,069~~408,881 ~~time based RSUs~~RSAs that were ~~vested or~~unvested and expected to ~~vest with a total intrinsic value of $39.0~~ ~~million.~~vest.

During fiscal 2023 and 2024, our board of directors approved a company-wide share-based compensation program under our 2021 Incentive ~~Plan. Under the program, approximately~~ ~~3,800~~Plan where all eligible employees ~~are eligible to receive an~~received annual stock ~~award subject to approval by the board of directors~~awards as part of their annual compensation package. ~~As part of the~~The fiscal 2023 ~~annual compensation package, our board of directors approved a~~ grant was awarded on October 1, 2022 and the fiscal 2024 grant was awarded on July 1, 2023. Future awards under this program are at the discretion of ~~1,653,982~~ ~~time based RSUs to~~ the ~~employees who had~~board of directors and are not ~~previously received a~~guaranteed for any fiscal ~~year 2023 equity grant.~~ year.

For ~~those~~ employees based in China, ~~25,045~~they are awarded cash-settled RSUs ~~were granted. The time based and cash-settled RSUs~~which will vest ratably over a three-year period.

The cash-settled RSUs must be settled in cash and are accounted for as liability-type awards. The fair value of these cash-settled RSUs equals the value of our Class A Common Stock on the date of grant and is remeasured at the end of each reporting period at fair value. The change in fair value will be recorded in share-based compensation expense in the Condensed Consolidated Statements of Operations. The liability for the cash-settled RSUs was negligible as of November 30, ~~2022~~2023 and is included in accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets. As of November 30, ~~2022,~~2023, there were ~~25,045~~37,479 unvested cash-settled RSUs with a total intrinsic value of $0.1 million.

~~As of November 30, 2022, there were~~ ~~8,444,185~~ ~~shares of Class A Common Stock available for grant under the 2021 Incentive Plan.~~

As previously disclosed in our 2022 Form 10-K in Item 9B., Other Information, our former Chief Financial Officer entered into a Transition Agreement in which all of his outstanding stock awards accelerated vesting to August 31, 2022. Additionally, the exercise period for his options was extended from 90 days to one year with exercises permitted through August 31, 2023. All of the options expired unexercised as of August 31, 2023.

31Restricted Stock Awards

RSAs are time-based and granted to participants with the associated Class A Common Stock issued on the day of grant. The Class A Common Stock are issued with restrictions and voting rights. When the applicable vesting terms have been met, the restrictions are removed from the Class A Common Stock.

Mr. Andrew Appel joined E2open as interim Chief Executive Officer on October 10, 2023. As part of his compensation, he received an initial RSA grant valued at $685,000, or 275,101 shares, under our 2021 Incentive Plan which will vest after six months of issuance. If Mr. Appel's term continues past the initial six-month period, he will receive an additional monthly RSA grant valued at $100,000 that will vest after one month of issuance.

Mr. Appel's Chief of Staff was awarded an RSA grant in November 2023 for 133,780 shares under our 2021 Incentive Plan which will vest after five months of issuance.

As of November 30, 2023, there were 9,290,911 shares of Class A Common Stock available for grant under the 2021 Incentive Plan.

Activity under the 2021 Incentive Plan related to options was as follows:

Number of Shares
(in thousands)

Weighted Average Exercise Price Per Share

Weighted Average Remaining Contractual Life (in years)

Balance, February 28, 2022

2,524

$
9.83

9.0

Granted

3,275

7.76

Forfeited/Expired

(966
)

9.85

Balance, November 30, 2022

4,833

$
8.42

8.7

Vested and exercisable as of November 30, 2022

573

$
9.82

5.2


	Number of Shares (in thousands)			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (in years)
Balance, February 28, 2023		4,833		$	8.42		8.5
Granted		1,232			4.65
Forfeited/Expired		(3,949	)		7.82
Balance, November 30, 2023		2,116		$	7.36		6.8

Vested and exercisable as of November 30, 2023		807		$	9.28		3.6


	Number of Shares (in thousands)			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (in years)		Number of Shares (in thousands)			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (in years)
Balance, February 28, 2021		—		$	—		—
Balance, February 28, 2022									2,524		$	9.83		9.0
Granted		2,583			9.86				3,275			7.76
Forfeited		(26	)		10.86				(966	)		9.85
Balance, November 30, 2021		2,557		$	9.86		9.5
Balance, November 30, 2022									4,833		$	8.42		8.7

Vested and exercisable as of November 30, 2022									573		$	9.82		5.2

As of November 30, ~~2022,~~2023, there was $~~7.2~~2.6 million of unrecognized compensation cost related to unvested options. The aggregate intrinsic value of the outstanding, ~~stock option awards and the~~ vested and exercisable stock option awards was zero as of November 30, ~~2022~~2023 since our Class A Common Stock price was less than the exercise price of the stock option awards.

Activity under the 2021 Incentive Plan related to RSUs and RSAs was as follows:


	Number of Units (in thousands)			Weighted Average Grant Date Fair Value Per Unit		Weighted Average Remaining Recognition Period (in years)		Number of Units (in thousands)			Weighted Average Grant Date Fair Value Per Unit		Weighted Average Remaining Recognition Period (in years)
Balance, February 28, 2022		2,103		$	12.47		2.7
Balance, February 28, 2023									6,475		$	8.44		2.4
Granted		5,645			7.45				12,235			5.26
Added by performance factor		300			12.87				39			9.02
Released		(870	)		12.12				(1,968	)		8.36
Canceled and forfeited		(560	)		10.00				(3,079	)		6.83
Balance, November 30, 2022		6,618		$	8.46		2.6
Balance, November 30, 2023									13,702		$	5.77		2.1

Number of Units
(in thousands)

Weighted Average Grant Date Fair Value Per Unit

Weighted Average Remaining Recognition Period (in years)

Balance, February 28, 2021

—

$
—

—

Granted

2,408

12.70

Forfeited

(155
)

12.87

Balance, November 30, 2021

2,253

$
12.69

2.9


	Number of Units (in thousands)			Weighted Average Grant Date Fair Value Per Unit		Weighted Average Remaining Recognition Period (in years)
Balance, February 28, 2022		2,103		$	12.47		2.7
Granted		5,645			7.45
Added by performance factor		300			12.87
Released		(870	)		12.12
Canceled and forfeited		(560	)		10.00
Balance, November 30, 2022		6,618		$	8.46		2.6

As of November 30, ~~2022,~~2023, there was $~~42.0~~53.2 million of unrecognized compensation cost related to unvested ~~RSUs.~~RSUs and RSAs. The aggregate intrinsic value of the RSUs and RSAs was $~~39.0~~49.9 million as of November 30, ~~2022~~2023 which is the outstanding RSUs and RSAs valued at the closing price of our Class A Common Stock on November 30, ~~2022.~~2023.

3231

Activity under the 2021 Incentive Plan related to cash-settled RSUs was as follows:


	Number of Units (in thousands)			Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Recognition Period (in years)
Balance, February 28, 2023		25		$	6.07		2.6
Granted		24			5.60
Released		(8	)		6.07
Canceled and forfeited		(4	)		5.96
Balance, November 30, 2023		37		$	5.78		2.3


	Number of Units (in thousands)		Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Recognition Period (in years)
Balance, February 28, 2022		—	$	—		—
Granted		25		6.07
Balance, November 30, 2022		25	$	6.07		2.8

As of November 30, ~~2022,~~2023, there was $0.1 million of unrecognized compensation cost related to unvested cash-settled RSUs. The aggregate intrinsic value of the cash-settled RSUs was $0.1 million as of November 30, ~~2022~~2023 which is the outstanding cash-settled RSUs valued at the closing price of our Class A Common Stock on November 30, ~~2022.~~2023.

As previously disclosed in our August 31, 2023 Form 10-Q in Item 5., Other Information, our former Chief Operating Officer entered into a Release and Non-Competition Agreement (Separation Agreement) in which he will provide transition services until December 31, 2023 (Transition Period). As a result of his departure, his options, time-based RSUs and performance-based RSUs will be prorated as of December 31, 2023. The remaining unvested awards will be accelerated at 50%. This will result in 189,039 options and 187,325 time-based and performance-based RSUs vesting as of December 31, 2023. The 2024 fiscal year performance-based RSUs will remain unvested until the performance metrics are determined in early fiscal 2025, at which point this award will accelerate and vest at 50%.

In accordance with our executive plan, our former Chief Executive Officer's options, time-based RSUs and performance-based RSUs were prorated as of his departure date, October 11, 2023, resulting in 134,920 options and 147,606 time-based and performance-based RSUs vesting. The 2024 fiscal year performance based RSUs will remain unvested until the performance metrics are determined in early fiscal 2025, at which point this award will accelerate and vest at 25%.

The estimated grant-date fair values of the options granted or modified during the nine months ended November 30, 2023 and 2022 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions:

~~Expected term (in years)~~

Nine Months Ended November 30,

2023

2022
Expected term (in years)

0.68 - 6.25

6.25
Expected volatility

48.97% - 56.84%

44.17%
Risk-free interest rate

3.38% - 5.30%

2.91%
Expected dividend yield

0%

0%

The assumptions and estimates were as follows:

Expected Term: The expected term represents the weighted-average period the share-based awards are expected to remain outstanding and is calculated using the simplified method, as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The simplified method calculates the expected term as the midpoint between the vesting date and the contractual expiration date of the option.

Expected Volatility: The expected stock price volatility assumption was determined based on the historical volatility of the Class A Common Stock.

Risk-Free Interest Rate: The risk-free rate assumption was based on the U.S. Treasury instruments whose term was consistent with the option's expected term.

Expected Dividend Yield: We do not currently declare or pay dividends on our common stock and do not expect to do so for the foreseeable future.

~~6.25~~

~~Expected equity price volatility~~

~~44.17~~%

~~Risk-free interest rate~~

~~2.91~~%

~~Expected dividend yield~~

The table below sets forth the functional classification in the Condensed Consolidated Statements of Operations of our equity-based compensation expense:


	Three Months Ended November 30,				Nine Months Ended November 30,				Three Months Ended November 30,				Nine Months Ended November 30,
($ in thousands)	2022		2021		2022		2021		2023		2022		2023		2022
Cost of revenue	$	545	$	399	$	856	$	856	$	1,304	$	545	$	3,059	$	856
Research and development		938		648		2,181		1,345		1,665		938		4,177		2,181
Sales and marketing		901		727		2,560		1,487		1,556		901		3,444		2,560
General and administrative		2,413		2,208		7,542		4,846		2,316		2,413		8,048		7,542
Total share-based compensation	$	4,797	$	3,982	$	13,139	$	8,534	$	6,841	$	4,797	$	18,728	$	13,139

~~25.~~24. Leases

We account for leases in accordance with ASC 842, Leases, which requires lessees to recognize lease liabilities and right-of-use (ROU) assets on the balance sheet for most operating leases. We made the accounting policy election not to apply the recognition provisions of ASC 842 to short-term leases which are leases with a lease term of 12 months or less. Instead, we recognize the lease payments for short-term leases on a straight-line basis over the lease term.

Operating lease liabilities reflect our obligation to make future lease payments for real estate locations. Lease terms are comprised of contractual terms. Payments are discounted using the rate we would pay to borrow amounts equal to the lease payments over the lease term (our incremental borrowing rate). We do not separate lease and non-lease components for contracts in which we are the lessee. ROU assets are measured based on lease liabilities adjusted for incentives and timing differences between operating lease expense and payments, recognized on a straight-line basis over the lease term. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are recognized as incurred. Common area maintenance and other executory costs are the main components of variable lease payments. Operating and variable lease expenses are recorded in general and administrative ~~expense~~expenses in the Condensed Consolidated Statements of Operations.

Real Estate Leases

We lease our primary office ~~space~~spaces under non-cancelable operating leases with various expiration dates through June 2030. Many of our leases have an option to be extended from two to five years, and several of the leases give us the right to ~~cancel~~ early cancellation with proper notification. Additionally, we have ~~two~~five subleases of our office leases as of November 30, ~~2022.~~2023.

Several of the operating lease agreements require us to provide security deposits. As of November 30, ~~2022,~~2023, and February 28, ~~2022,~~2023, lease deposits were $~~5.0~~3.5 million and $~~3.6~~4.7 million, respectively. The deposits are generally refundable at the expiration of the lease, assuming all obligations under the lease agreement have been met. Deposits are included in prepaid and other current assets and other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three and nine months ended November 30, 2023, we incurred $0.1 million and $0.6 million impairments on our operating lease ROU assets and leasehold improvements, respectively, due to vacating four locations with the intent to sublease them. During the three and nine months ended November 30, 2022, we incurred a $1.8 million and $4.1 million impairment, respectively, on our operating lease ROU assets and leasehold improvements due to vacating three and seven locations, respectively, with the intent to sublease them. The impairments were recorded in general and administrative ~~expense~~expenses in the Condensed Consolidated Statements of Operations.

During the second quarter of fiscal 2023, we terminated an operating lease early with a lease expiration date of February 2026. We paid an early termination fee of $0.2 million and recognized a $0.2 million gain on the write-off of the remaining ROU asset and liability. An ROU impairment was taken on this lease during August 2022.

Vehicle Leases

We lease vehicles under non-cancelable operating lease arrangements which have various expiration dates through ~~October 2026~~May 2027. We do not have the right to purchase the vehicles at the end of the lease term.

Equipment Leases

We purchase certain equipment under non-cancelable financing lease arrangements which are primarily related to software and computer equipment and which have various expiration dates through ~~October 2023~~November 2028. We have the right to purchase the software and computer equipment anytime during the lease or upon lease completion.

Balance Sheet Presentation

The following tables present the amounts and classifications of our estimated ROU assets, net and lease liabilities:


($ in thousands)	Balance Sheet Location	November 30, 2022		February 28, 2022		Balance Sheet Location	November 30, 2023		February 28, 2023
Operating lease right-of-use assets	Operating lease right-of-use assets	$	21,022	$	28,102	Operating lease right-of-use assets	$	21,580	$	18,758
Finance lease right-of-use asset	Property and equipment, net		2,254		3,719	Property and equipment, net		4,175		3,358
Total right-of-use assets		$	23,276	$	31,821		$	25,755	$	22,116


($ in thousands)	Balance Sheet Location	November 30, 2022		February 28, 2022		Balance Sheet Location	November 30, 2023		February 28, 2023
Operating lease liability - current	Current portion of operating lease obligations	$	8,093	$	7,652	Current portion of operating lease obligations	$	7,317	$	7,622
Operating lease liability	Operating lease obligations		17,462		21,202	Operating lease obligations		17,959		15,379
Finance lease liability - current	Current portion of finance lease obligations		2,002		2,307	Current portion of finance lease obligations		1,120		2,582
Finance lease liability	Finance lease obligations		—		1,950	Finance lease obligations		3,188		1,049
Total lease liabilities		$	27,557	$	33,111		$	29,584	$	26,632

Lease Cost and Cash Flows

The following table summarizes our total lease cost:


	Three Months Ended November 30,						Nine Months Ended November 30,						Three Months Ended November 30,						Nine Months Ended November 30,
($ in thousands)	2022			2021			2022			2021			2023			2022			2023			2022
Finance lease cost:
Amortization of right-of-use asset	$	508		$	717		$	1,686		$	2,308		$	135		$	508		$	1,319		$	1,686
Interest on lease liability		35			79			161			496			23			35			124			161
Finance lease cost		543			796			1,847			2,804			158			543			1,443			1,847
Operating lease cost:
Operating lease cost		2,239			1,008			5,505			3,500			1,722			2,239			5,452			5,505
Variable lease cost		510			2,022			3,810			4,001			823			510			2,674			3,810
Sublease income		(46	)		(189	)		(482	)		(722	)		(209	)		(46	)		(440	)		(482	)
Operating net lease cost		2,703			2,841			8,833			6,779			2,336			2,703			7,686			8,833
Total net lease cost	$	3,246		$	3,637		$	10,680		$	9,583		$	2,494		$	3,246		$	9,129		$	10,680

Short-term lease expense was immaterial for the three and nine months ended November 30, ~~2022.~~2023. There was no short-term lease expense for the three and nine months ended November 30, ~~2021.~~2022.

Supplemental cash flow information related to leases was as follows:


	Nine Months Ended November 30,				Nine Months Ended November 30,
($ in thousands)	2022		2021		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	7,365	$	5,272	$	6,378	$	7,365

The following table presents the weighted-average remaining lease terms and discount rates of our leases:

Nine Months Ended November 30,

2022

2021

Weighted-average remaining lease term (in years):

Finance lease

0.69

1.58

Operating lease

3.77

4.29

Weighted-average discount rate:

Finance lease

9.20
%

9.20
%
Operating lease

5.43
%

4.40
%


	Nine Months Ended November 30,
	2023			2022
Weighted-average remaining lease term (in years):
Finance lease		4.14			0.69
Operating lease		3.98			3.77
Weighted-average discount rate:
Finance lease		7.66	%		9.20	%
Operating lease		6.95	%		5.43	%

Lease Liability Maturity Analysis

The following table reflects the undiscounted future cash flows utilized in the calculation of the lease liabilities as of November 30, ~~2022:~~2023:


($ in thousands)	Operating Leases			Finance Leases			Operating Leases			Finance Leases
December 2022 - February 2023	$	2,561		$	74
2024		8,897			2,014
December 2023 - February 2024							$	2,315		$	391
2025		6,951			—			8,483			1,357
2026		4,370			—			6,647			1,256
2027		3,026			—			5,462			748
2028								3,299			748
Thereafter		2,475			—			2,927			561
Total		28,280			2,088			29,133			5,061
Less: Present value discount		(2,725	)		(86	)		(3,857	)		(753	)
Lease liabilities	$	25,555		$	2,002		$	25,276		$	4,308

~~26.~~25. Income Taxes

We calculate the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to ~~"ordinary"~~ordinary income or loss (pretax income or loss excluding discrete items) for the reporting period. Our provision for income taxes was a benefit of $5.4 million, or 0.7%, for the three months ended November 30, 2023 compared to $7.9 million, or 331.8%, for the three months ended November 30, ~~2022 compared to a benefit of $10.8~~ ~~million, or~~ ~~14.3%, for the three months ended November 30, 2021.~~2022. Our provision for income taxes for the nine months ended November 30, ~~2022~~2023 was a benefit of $73.8 million, or 6.1%, compared to $130.0 million, or 23.8%, ~~compared to a benefit of $3.4~~ ~~million, or~~ ~~1.3~~%, for the nine months ended November 30, ~~2021.~~2022.

The loss before income taxes of $745.4 million and $1,213.4 million resulted in a $5.4 million and $73.8 million income tax benefit for the three and nine months ended November 30, 2023, respectively. During the three and nine months ended November 30, 2022, the loss before income tax was $2.4 million and $546.7 million ~~for the three and nine months ended November 30, 2022, respectfully, resulted~~resulting in a $7.9 million and $130.0 million income tax benefit, respectively. ~~These benefits primarily resulted from~~The discrete impact of the goodwill impairment taken in the ~~second~~first and third quarters of fiscal ~~quarter~~2024 resulted in a $3.7 million and $67.6 million income tax benefit, net of ~~2023. Additionally,~~a valuation allowance of $154.5 million and $179.9 million for the three and nine months ended November 30, 2023, respectively. The remainder of the increase in the tax benefit was due to changes in the impact of book income and losses of affiliates on the carrying amount of our partnership investment and changes in the mark-to-market gains and losses on certain contingent liabilities offset by changes in book losses in certain jurisdictions for which no benefit can be recognized.

As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, total gross unrecognized tax benefits were $2.6 million. We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, the total amount of gross interest and penalties accrued was less than $0.1 million which is classified as other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

Inflation Reduction Act of 2022

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. The alternative minimum tax is effective for taxable years beginning after December 31, 2022 and the excise tax applies to stock repurchases after December 31, 2022. The alternative minimum tax would not be applicable in our next fiscal year as it is based on a three-year average annual adjusted financial statement income in excess of $1 billion. We ~~will~~continue to evaluate any impact related to the excise tax on net stock repurchases based on our relative activity.

~~27.~~26. Commitments and Contingencies

In 2014, Kewill Inc. (Kewill) (a predecessor of BluJay) entered into a software licensing and service contract with a customer that resulted in a dispute over Kewill’s performance under the agreement. In June 2020, prior to our acquisition of BluJay, the customer filed suit. BluJay and its external counsel considered the claims meritless and intended to file a counter claim for delinquent uncollected receivables. At the time of the BluJay Acquisition in September 2021, an allowance for credit losses was recorded against the uncollected receivables from this customer. No further accrual was established for this litigation at the time of the acquisition or in subsequent periods through the first quarter of fiscal 2024, as in our judgement, which was based on the advice of external legal counsel, the claims were without merit. Any loss beyond the uncollected receivables was considered remote and the maximum exposure was believed to be immaterial. In February 2022, consistent with the related contractual terms, the case moved to binding arbitration. Upon conclusion of the arbitration proceedings in August 2023, the arbitrator ruled against BluJay. On September 14, 2023, the parties agreed to a settlement for $17.8 million which resolved the matter and released us from all alleged claims. The settlement was paid on September 20, 2023.

The settlement is not an admission of liability or wrongdoing by us or our predecessors, nor does it validate the alleged claims.

We accrued $17.8 million for the settlement in the second quarter of fiscal 2024 as part of general and administrative expenses on the Condensed Consolidated Statement of Operations. The $17.8 million was paid during the third quarter of fiscal 2024.

From time to time, we have exposure and are subject to contingencies that arise in the ordinary course of ~~business.~~business for a variety of claims. We record an accrual for a contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not currently believe the resolution of any other such contingencies will have a material adverse effect upon our Condensed Consolidated Balance Sheets, Statements of Operations or Statements of Cash Flows.

~~28.~~27. Supplemental Cash Flow Information

Supplemental cash flow information and non-cash investing and financing activities are as follows:


	Nine Months Ended November 30,				Nine Months Ended November 30,
(In thousands)	2022		2021		2023		2022
Supplemental cash flow information - Cash paid for:
Interest	$	29,325	$	18,461	$	76,748	$	29,325
Income taxes		7,669		2,890		6,232		7,669
Non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued liabilities		263		2,376		1,053		263
Right-of-use assets obtained in exchange for operating lease obligations		2,559		25,825		8,708		2,559
Shares withheld for taxes on vesting of restricted stock		1,593		—		3,059		1,593
Conversion of Common Units to Class A Common Stock		1,809		41,727		836		1,809
Conversion of Series B1 common stock to Class A Common Stock		—		175,000
Business Combination purchase price adjustment		—		2,965
Issuance of common stock for BluJay Acquisition		—		730,854
Deferred taxes related to issuance of common stock for BluJay Acquisition		—		36,805

~~29.~~28. Subsequent Events

OnAs part of the retention effort initiated in November 2023, an additional 434,784 retention time-based RSUs were granted to executive officers and senior management in December 2023. These retention awards also had an eighteen-month vesting period.

In January ~~9, 2023, we repaid the outstanding~~2024, there were 1,497,316 Common Units converted into Class A Common Stock with a value of $~~10.0~~6.7 million ~~balance on~~based off the 5-day VWAP which decrease noncontrolling interests by $6.7 million and increased our ~~2021 Revolving Credit Facility. After this repayment, our available borrowing capacity under the 2021 Revolving Credit Facility is $155.0~~ ~~million.~~outstanding Class A Common Stock.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This item contains a discussion of our business, including a general overview of our business, results of operations, liquidity and capital resources as well as quantitative and qualitative disclosures about market risk.

The following discussion should be read in conjunction with Part II, Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations of our ~~2022~~2023 Form 10-K and the unaudited condensed financial statements and related notes beginning on page 5. This Item 2 contains ~~"forward looking"~~"forward-looking" statements that involve risks and uncertainties. See Forward-Looking Statements at the beginning of this Quarterly Report.

We are a leading ~~provider of cloud-based, end-to-end SCM software.~~connected supply chain software platform that enables the world's largest companies to transform the way they make, move and sell goods and services. Our SaaS platform spans many key strategic and operational areas including omni-channel, demand sensing, supply planning, global trade management, transportation and logistics and manufacturing and supply management. ~~Our software combines networks, data and applications to provide a deeply embedded, mission-critical~~With the broadest cloud-native global platform ~~that allows clients to optimize their~~purpose-built for the modern supply chains, we connect manufacturing, logistics, channel and ~~supply chains by accelerating growth, reducing costs, increasing visibility~~distributing partners as one multi-enterprise network. Our SaaS platform anticipates disruptions and ~~driving improved resiliency.~~opportunities to help companies improve efficiency, reduce waste and operate sustainably. Given the mission-critical nature of our solutions, we maintain long-term relationships with our clients, which is reflected by our ~~high gross retention and~~ long client tenure. In aggregate, we serve clients in all major countries in the world across a wide range of end-markets, including consumer goods, food and beverage, manufacturing, retail, technology and transportation, among others.

On March 2, 2022, E2open, LLC acquired Logistyx for a purchase price of $185 million, with an estimated fair value of $183.4 million, including $90 million paid in cash at closing. An additional $95 million was paid in two installments on May 31, 2022 and September 1, 2022. We had the option to finance the remaining payments, at our discretion, through cash or a combination of cash and Class A Common Stock. The May 31, 2022 payment of $37.4 million was paid in cash. On September 1, 2022, E2open, LLC made a cash payment of $54.0 million to Logistyx as the final installment payment for the Logistyx Acquisition which reflected a working capital adjustment of $3.6 million. The Logistyx sellers disputed the working capital adjustment pursuant to the terms of the Membership Interest Purchase Agreement. During October 2022, the parties agreed to a working capital adjustment of $2.6 million with the additional payment for working capital made to Logistyx on December 5, 2022.

During the ~~second quarter~~first and third quarters of fiscal ~~2023,~~2024, the market price of our Class A Common Stock and market capitalization declined significantly. This decline resulted in a triggering event, as such an interim goodwill impairment assessment was performed. ~~We calculated the~~The fair value of E2open ~~under~~was calculated using an equally weighted combination of three different methods: discounted cash flow method, guideline public company method and guideline transaction method. The discounted cash flow method was based on the present value of estimated future cash flows which were based on management's estimates of ~~revenue~~projected net sales, net operating margins and terminal growth rates, ~~and net operating income margins,~~ taking into consideration market and industry conditions. Under the guideline public company method, the fair value was based on current and forward-looking earnings multiples ~~derived from comparable publicly traded companies~~using management's estimates of projected net sales and adjusted EBITDA margins with ~~similar~~consideration of market ~~position and size.~~premiums. Under the guideline transaction method, the fair value was based on pricing multiples derived from recently sold companies with similar characteristics to ~~ours.~~ ours taking into consideration management's estimates of projected net sales and net operating income margins.

The three approaches generated similar results and indicated that the fair value of E2open's equity and goodwill was less than its carrying amount. Therefore, induring the ~~second quarter of fiscal~~three and nine months ended November 30, 2023, we recognized an impairment charge of ~~$514.8~~$687.7 million and $1,097.7 million to ~~goodwill.~~goodwill, respectively. See Note 7,6, Goodwill to the Notes to the Unaudited Condensed Consolidated Financial Statements.

The significant decline in the market price of our Class A Common Stock and market capitalization was also a triggering event which resulted in the performance of an interim indefinite-lived intangible asset impairment assessment. The fair value of the indefinite-lived intangible asset was calculated using the relief from royalty payments method which was based on management's estimates of projected net sales and terminal growth rates, taking into consideration market and industry conditions. The interim assessment indicated that the fair value of E2open's indefinite-lived intangible asset was less than its carrying amount; therefore, during the three and nine months ended November 30, 2023, we recognized an impairment charge of $30.0 million and $34.0 million to intangible assets, net, respectively, for the indefinite-lived trademark / trade name which is recorded in general and administrative expenses on the Condensed Consolidated Statements of Operations. See Note 7, Intangible Assets, Net to the Notes to the Unaudited Condensed Consolidated Financial Statements.

In 2014, Kewill (a predecessor of BluJay) entered into a software licensing and service contract with a customer that resulted in a dispute over Kewill’s performance under the agreement. In June 2020, prior to our acquisition of BluJay, the customer filed suit. BluJay and its external counsel considered the claims meritless and intended to file a counter claim for delinquent uncollected receivables. At the time of the BluJay Acquisition in September 2021, an allowance for credit losses was recorded against the uncollected receivables from this customer. No further accrual was established for this litigation at the time of the acquisition or in subsequent periods through the first quarter of fiscal 2024, as in our judgement, which was based on the advice of external legal counsel, the claims were without merit. Any loss beyond the uncollected receivables was considered remote and the maximum exposure was believed to be immaterial. In February 2022, consistent with the related contractual terms, the case moved to binding arbitration. Upon conclusion of the arbitration proceedings in August 2023, the arbitrator ruled against BluJay. On September 14, 2023, the parties agreed to a settlement for $17.8 million which resolved the matter and released us from all alleged claims. The settlement was paid on September 20, 2023.

The settlement is not an admission of liability or wrongdoing by us or our predecessors, nor does it validate the alleged claims.

We accrued $17.8 million for the settlement in the second quarter of fiscal 2024 as part of general and administrative expenses on the Condensed Consolidated Statement of Operations.

The following table is our Unaudited Condensed Consolidated Statements of Operations for the periods indicated:


	Three Months Ended November 30,						Nine Months Ended November 30,						Three Months Ended November 30,						Nine Months Ended November 30,
($ in thousands)	2022			2021			2022			2021			2023			2022			2023			2022
Revenue	$	164,893		$	137,002		$	485,950		$	281,408		$	157,497		$	164,893		$	476,105		$	485,950
Cost of revenue		(80,750	)		(72,786	)		(242,682	)		(150,496	)		(78,921	)		(80,750	)		(238,945	)		(242,682	)
Total gross profit		84,143			64,216			243,268			130,912			78,576			84,143			237,160			243,268

Operating Expenses
Research and development		24,939			25,000			73,088			56,909			24,937			24,939			75,748			73,088
Sales and marketing		20,448			18,101			67,348			41,789			22,583			20,448			63,692			67,348
General and administrative		23,073			22,871			66,774			49,989			24,739			23,073			85,414			66,774
Acquisition-related expenses		1,969			33,216			14,313			50,168			9			1,969			416			14,313
Amortization of acquired intangible assets		19,965			19,470			62,523			26,843			20,014			19,965			60,135			62,523
Goodwill impairment		—			—			514,816			—			687,700			—			1,097,741			514,816
Intangible asset impairment														30,000			—			34,000			—
Total operating expenses		90,394			118,658			798,862			225,698			809,982			90,394			1,417,146			798,862
Loss from operations		(6,251	)		(54,442	)		(555,594	)		(94,786	)		(731,406	)		(6,251	)		(1,179,986	)		(555,594	)
Interest and other expense, net		(21,270	)		(10,769	)		(54,732	)		(22,004	)		(24,643	)		(21,270	)		(75,886	)		(54,732	)
Gain (loss) from change in tax receivable agreement liability		2,697			(1,470	)		9,089			(4,606	)
Gain (loss) from change in fair value of warrant liability		16,150			(7,232	)		36,764			(48,448	)
Gain (loss) from change in fair value of contingent consideration		6,300			(1,140	)		17,760			(91,180	)
Total other income (expenses)		3,877			(20,611	)		8,881			(166,238	)
Gain from change in tax receivable agreement liability														2,888			2,697			8,355			9,089
Gain from change in fair value of warrant liability														2,617			16,150			18,786			36,764
Gain from change in fair value of contingent consideration														5,100			6,300			15,360			17,760
Total other (expense) income														(14,038	)		3,877			(33,385	)		8,881
Loss before income tax provision		(2,374	)		(75,053	)		(546,713	)		(261,024	)		(745,444	)		(2,374	)		(1,213,371	)		(546,713	)
Income tax benefit		7,877			10,764			130,010			3,392			5,413			7,877			73,827			130,010
Net income (loss)		5,503			(64,289	)		(416,703	)		(257,632	)
Less: Net income (loss) attributable to noncontrolling interest		698			(5,072	)		(41,464	)		(35,640	)
Net income (loss) attributable to E2open Parent Holdings, Inc.	$	4,805		$	(59,217	)	$	(375,239	)	$	(221,992	)
Net income (loss) attributable to E2open Parent Holdings, Inc. Class A common stockholders per share:
Net (loss) income														(740,031	)		5,503			(1,139,544	)		(416,703	)
Less: Net (loss) income attributable to noncontrolling interest														(72,475	)		698			(111,721	)		(41,464	)
Net (loss) income attributable to E2open Parent Holdings, Inc.													$	(667,556	)	$	4,805		$	(1,027,823	)	$	(375,239	)
Net (loss) income attributable to E2open Parent Holdings, Inc. Class A common stockholders per share:
Basic	$	0.02		$	(0.19	)	$	(1.24	)	$	(0.98	)	$	(2.20	)	$	0.02		$	(3.39	)	$	(1.24	)
Diluted	$	0.02		$	(0.19	)	$	(1.24	)	$	(0.98	)	$	(2.20	)	$	0.02		$	(3.39	)	$	(1.24	)
Weighted-average common shares outstanding:
Basic		302,201			308,132			301,822			227,186			303,848			302,201			303,188			301,822
Diluted		302,359			308,132			301,822			227,186			303,848			302,359			303,188			301,822

In the discussion of our results of operations, we may quantitatively disclose the impact of our acquired products and services to the extent they remain ascertainable. Revenue and expense contributions from our acquisitions for the respective period comparisons generally were not separately identifiable due to our strategy of rapid integration of these businesses into our existing operations.

Three Months Ended November 30, ~~2022~~2023 compared to Three Months Ended November 30, ~~2021~~2022

Subscriptions revenue was $132.8 million for the three months ended November 30, 2023, a $2.1 million, or 2%, decrease compared to subscriptions revenue of $134.9 million for the three months ended November 30, ~~2022, a $27.9 million, or 26%, increase compared to~~2022. The decrease in subscriptions revenue ~~of $107.0~~was primarily due to a slower growth rate during fiscal 2024 due to lower than anticipated new bookings, lower variable delivery fees, higher than expected churn and macroeconomic impacts primarily in the technology, freight and transportation sectors.

Professional services and other revenue were $24.7 million for the three months ended November 30, ~~2021. The increase in subscriptions revenue was primarily due~~2023, a $5.3 million, or 18%, decrease compared to the Logistyx Acquisition and new organic subscription sales predominantly driven by increases in products utilized across our current client portfolio, as well as the $10.4 million amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination in the third quarter of fiscal 2022. With the early adoption of ASU 2021-08, a fair value adjustment to deferred revenue for the BluJay and Logistyx acquisitions was not recorded; therefore, amortization of the fair value adjustment to deferred revenue similar to the Business Combination adjustment did not occur for the BluJay and Logistyx acquisitions.

~~Professional services and other revenue was flat between periods at~~ $30.0 million for the three months ended November 30, ~~2022 and 2021.~~2022. The ~~increase~~decrease in professional services and other revenue was ~~a result of the Logistyx Acquisition offset by lower revenue driven by our strategic focus on system integrator partnership initiatives, incremental data subscription sales and~~due to macroeconomic ~~impact from~~impacts primarily in the technology, ~~sector.~~freight and transportation sectors, a decline in perpetual license fees and lower than anticipated order volume.

Our subscriptions revenue as a percentage of total revenue increased to 84% for the third quarter of fiscal 2024 compared to 82% for the third quarter of fiscal ~~2023 compared to 78% for~~2023. This increase is primarily the ~~third quarter of fiscal 2022. The third quarter of fiscal 2022 included $10.4 million amortization related to the fair value adjustment to deferred revenue related to the purchase price allocation~~decline in ~~the Business Combination, reducing subscription~~professional services revenue. Our professional services and other revenue as a percentage of total revenue decreased to 16% for ~~that period.~~the third quarter of fiscal 2024 compared to 18% for the third quarter of fiscal 2023 as professional services and other revenue declined.


	Three Months Ended November 30,												Three Months Ended November 30,
($ in thousands)	2022			2021			$ Change			% Change			2023			2022			$ Change			% Change
Cost of revenue:
Subscriptions	$	35,931		$	30,163		$	5,768			19	%	$	36,689		$	35,931		$	758			2	%
Professional services and other		20,417			17,587			2,830			16	%		17,642			20,417			(2,775	)		-14	%
Amortization of acquired intangible assets		24,402			25,036			(634	)		-3	%		24,590			24,402			188			1	%
Total cost of revenue	$	80,750		$	72,786		$	7,964			11	%	$	78,921		$	80,750		$	(1,829	)		-2	%

Gross profit:
Subscriptions	$	74,551		$	51,771		$	22,780			44	%	$	71,521		$	74,551		$	(3,030	)		-4	%
Professional services and other		9,592			12,445			(2,853	)		-23	%		7,055			9,592			(2,537	)		-26	%
Total gross profit	$	84,143		$	64,216		$	19,927			31	%	$	78,576		$	84,143		$	(5,567	)		-7	%

Gross margin:
Subscriptions		55	%		48	%								54	%		55	%
Professional services and other		32	%		41	%								29	%		32	%
Total gross margin		51	%		47	%								50	%		51	%

Cost of subscriptions was $36.7 million for the three months ended November 30, 2023, a $0.8 million, or 2%, increase compared to $35.9 million for the three months ended November 30, ~~2022, a $5.8 million, or 19%, increase compared to $30.2 million for the three months ended November 30, 2021.~~2022. This increase was primarily driven by a ~~$3.9~~$2.0 million increase in personnel costs partially offset by a $1.7 million decrease in software and hosting costs ~~predominately related~~when compared to the ~~Logistyx Acquisition.~~prior year.

Cost of professional services and other revenue was $17.6 million for the three months ended November 30, 2023, a $2.8 million, or 14%, decrease compared to $20.4 million for the three months ended November 30, ~~2022,~~2022. The decrease was mainly due to a ~~$2.8~~$2.9 million ~~or 16%, increase~~lower spend for consulting services primarily related to our investment in strategic system integrator partnerships when compared to ~~$17.6~~the prior year.

Amortization of acquired intangible assets was $24.6 million for the three months ended November 30, ~~2021. Personnel costs such as salaries increased $1.1~~2023, a $0.2 million, ~~primarily due to the Logistyx Acquisition in March 2022. Additionally, consulting expenses increased $2.3 million when~~or 1%, increase compared to ~~the prior year, primarily driven by our investment in strategic system integrator partnership initiatives.~~

~~Amortization of acquired intangible assets was~~ $24.4 million for the three months ended November 30, ~~2022, a $0.6 million, or 3%, decrease compared to $25.0 million for the three months ended November 30, 2021, driven primarily by the Logistyx Acquisition in March~~ 2022.

Our subscriptions gross margin ~~was 55% for~~decreased slightly to 54% in the third quarter of fiscal ~~2023~~2024 compared to ~~48% for~~55% in the third quarter of fiscal 2022 primarily due to the $10.4 million amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination in fiscal 2022 offset by the additional revenue from the Logistyx Acquisition in fiscal 2023. With the early adoption of ASU 2021-08, the BluJay and Logistyx deferred revenue was recorded under ASC 606 and not at fair value at the acquisition date; therefore, amortization of the fair value adjustment to deferred revenue similar to the Business Combination adjustment did not occur for the BluJay or Logistyx acquisitions.

Our professional services gross margin ~~was down for~~decreased in the third quarter of fiscal 2024 to 29% compared to 32% in the third quarter of fiscal 2023 ~~at 32% compared to 41%~~primarily driven by our lower revenue in the third quarter of fiscal ~~2022 primarily due to our investment in strategic system integrator partnership initiatives.~~2024.

Research and development expenses were $24.9 million for the three months ended November 30, 2023 and 2022, ~~a $0.1 million decrease compared to $25.0 million in the prior year. The decrease was primarily due to a $2.7~~respectively. A $1.1 million decrease in ~~incentive compensation,~~personnel costs was partially offset by a $1.1 million increase in depreciation ~~expense~~expenses as compared to the prior year period.

Sales and marketing expenses were ~~$20.4~~$22.6 million for the three months ended November 30, ~~2022,~~2023, a ~~$2.3~~$2.1 million, or ~~13%~~10%, increase compared to ~~$18.1~~$20.4 million in the prior year. The increase was primarily driven by ~~a $1.8~~$1.3 million ~~increase~~of higher expense for allowance for credit losses in ~~digital and social marketing related~~fiscal 2024 compared to ~~the launch of our new website, company store and new brand.~~fiscal 2023.

General and administrative expenses were ~~$23.1~~$24.7 million for the three months ended November 30, ~~2022,~~2023, a ~~$0.2~~$1.7 million, or 7%, increase compared to ~~$22.9~~$23.1 million in the prior year. ~~During~~The increase was mainly a result of $2.2 million of higher consulting services, partially offset by $1.7 million of lower ROU asset impairments during the third quarter of fiscal 2023, we incurred a $1.8 million impairment on our operating lease ROU assets and leasehold improvements due to vacating locations with the intent to sublease them. This increase was partially offset by a $1.5 million decrease in personnel costs such2024 as ~~salaries and incentive compensation~~ compared to the prior ~~year period and $1.1 million decrease due to the BluJay Acquisition in September 2021.~~year.

Acquisition and other related expenses were negligible for the three months ended November 30, 2023, compared to $2.0 million for the three months ended November 30, ~~2022, a $31.2 million decrease compared to $33.2 million for the three months ended November 30, 2021.~~2022. The decrease was mainly related to legal and consulting expenses associated with the ~~BluJay~~Logistyx Acquisition in fiscal ~~2022.~~2023.

Amortization of acquired intangible assets ~~were~~was consistent between quarters at $20.0 million for the three months ended November 30, 2023 and 2022, respectively.

During the third quarter of fiscal 2024, the market price of our Class A Common Stock and market capitalization declined significantly. This decline resulted in us determining that a ~~$0.5~~triggering event occurred and an interim goodwill impairment assessment was performed. The result of the impairment assessment was the realization of a $687.7 million ~~or 3%, increase, compared to $19.5~~impairment charge. We did not have an impairment charge in the third quarter of fiscal 2023.

The decline in our stock price and market capitalization was also a triggering event which resulted in an interim indefinite-lived intangible asset impairment assessment. The result of the impairment assessment was the realization of a $30.0 million impairment charge. We did not have an impairment charge in the third quarter of fiscal 2023.

Interest and other expense, net was $24.6 million for the three months ended November 30, ~~2021. The increase was due to the Logistyx Acquisition in March 2022.~~

~~We did not incur~~2023, a ~~goodwill impairment charge during the third quarter of fiscal 2023~~$3.4 million, or ~~2022.~~

~~Interest and other expense, net was $21.3 million for the three months ended November 30, 2022, a $10.5 million~~16%, increase compared to ~~$10.8~~$21.3 million in the prior year. The increase was ~~primarily~~ driven by ~~the additional term loans used for the BluJay Acquisition in September 2021 and Logistyx Acquisition in March 2022, as well as~~ higher interest rates in fiscal ~~2023.~~2024.

During the three months ended November 30, ~~2022,~~2023, we recorded a gain of ~~$2.7~~$2.9 million related to the change in the fair value of the tax receivable agreement liability, including interest, compared to a ~~$1.5~~gain of $2.7 million ~~expense~~ during the three months ended November 30, ~~2021. Pursuant to ASC 805,~~ ~~Business Combination~~ ~~and relevant tax law, we~~2022. We have calculated the fair value of the tax receivable agreement payments and identified the timing of the utilization of the tax attributes. The tax receivable agreement liability, related to exchanges as of the Business Combination date, is revalued at the end of each reporting period with the gain or loss as well as the associated interest reflected in gain (loss) from change in tax receivable agreement liability in the Unaudited Condensed Consolidated Statements of Operations in the period in which the ~~event~~change occurred.

In addition, under ASC 450, transactions with partnership unit holders after the acquisition date will result in additional Tax Receivable Agreement liabilities that are recorded on a gross undiscounted basis. During the three months ended November 30, ~~2022~~2023 and ~~2021,~~2022, the Tax Receivable Agreement ~~liability under ASC 450~~applicable to this guidance increased by ~~$0.4 million~~a negligible amount and ~~$3.1~~$0.4 million, respectively.

We recorded a gain of ~~$16.2~~$2.6 million during the three months ended November 30, ~~2022,~~2023, a ~~$23.4~~$13.5 million ~~increase~~decrease compared to a ~~loss~~gain of ~~$7.2~~$16.2 million in the prior year for the change in fair value on the revaluation of our warrant liability associated with our ~~public, private placement and forward purchase~~ warrants. We are required to revalue the warrants at the end of each reporting period and reflect in the Unaudited Condensed Consolidated Statements of Operations a gain or loss from the change in fair value of the warrant liability in the period in which the change occurred.

We recorded a gain of ~~$6.3~~$5.1 million during the three months ended November 30, ~~2022,~~2023, a ~~$7.4~~$1.2 million, or 19%, decrease compared to a gain of $6.3 million in the prior year for the change in fair value on the revaluation of our contingent consideration associated with our restricted B-2 common stock and Series 2 RCUs. We are required to revalue the contingent consideration at the end of each reporting period or upon conversion and reflect in the Unaudited Condensed Consolidated Statements of Operations a gain or loss from the change in fair value of the contingent consideration in the period in which the change occurred.

Loss before income taxes was $745.4 million for the three months ended November 30, 2023, a $743.1 million decrease compared to $2.4 million for the three months ended November 30, 2022. The increase in the loss was primarily related to the $687.7 million impairment on goodwill and $30.0 million indefinite-lived intangible asset charge in the third quarter of fiscal 2024. Contributing to the increased loss was the $13.5 million decrease in the gain associated with the change in the fair value of the warrant liability, $1.2 million decrease in the gain associated with the fair value adjustments for the contingent consideration liability related to the restricted Series B-2 common stock and Series 2 RCUs, $17.8 million expense for the unfavorable arbitration ruling and $3.4 million of higher interest expense when compared to the prior year. Partially offsetting these increases was a $2.0 million reduction in acquisition and other related expenses due to the Logistyx Acquisition in March 2022.

Income tax benefit was $5.4 million, or 0.7%, for the three months ended November 30, 2023 compared to an income tax benefit of $7.9 million, or 331.8%, for the three months ended November 30, 2022. The change in our effective tax rate between periods was primarily due to the goodwill and indefinite-lived intangible impairment charges and increases in valuation allowances in jurisdictions within which certain deferred tax assets are not being benefited as well as changes in the impact of book income and losses of affiliates on the carrying amount of our partnership investment and changes in the mark-to-market gains and losses on certain contingent liabilities.

Nine Months Ended November 30, 2023 compared to Nine Months Ended November 30, 2022

Subscriptions revenue was $402.4 million for the nine months ended November 30, 2023, a $6.4 million, or 2%, increase compared to subscriptions revenue of $396.1 million for the nine months ended November 30, 2022. The increase in subscriptions revenue was primarily due to new organic subscription sales predominantly driven by increases in products utilized across our current client portfolio. Compared to our double-digit historical growth rate, our growth rate has slowed during fiscal 2024 due to lower than anticipated new bookings, lower variable delivery fees, higher than expected churn and macroeconomic impacts primarily in the technology, freight and transportation sectors.

Professional services and other revenue were $73.7 million for the nine months ended November 30, 2023, a $16.2 million, or 18%, decrease compared to $89.9 million for the nine months ended November 30, 2022. The decrease in professional services and other revenue was due to macroeconomic impacts primarily in the technology, freight and transportation sectors, a decline in perpetual license fees and lower than anticipated order volume.

Our subscriptions revenue as a percentage of total revenue increased to 85% for the nine months of fiscal 2024 compared to 82% for the nine months of fiscal 2023. This increase is primarily a result of a decline in professional services revenue. Our professional services and other revenue as a percentage of total revenue decreased to 15% for the nine months of fiscal 2024 compared to 18% for the nine months of fiscal 2023 as professional services and other revenue declined.

Cost of subscriptions was $110.0 million for the nine months ended November 30, 2023, a $4.6 million, or 4%, increase compared to $105.4 million for the nine months ended November 30, 2022. This increase was primarily driven by a $4.4 million increase in personnel costs including non-acquisition severance and $1.3 million in stock-based compensation, partially offset by a $2.4 million decrease in software and hosting costs when compared to the prior year.

Cost of professional services and other revenue was $55.0 million for the nine months ended November 30, 2023, a $8.4 million, or 13%, decrease compared to $63.4 million for the nine months ended November 30, 2022. The decrease was mainly due to a $7.2 million lower spend for consulting services related to our investment in strategic system integrator partnerships and a $2.0 million decrease in personnel costs when compared to the prior year.

Amortization of acquired intangible assets was $73.9 million for the nine months ended November 30, 2023 and 2022, respectively.

Our subscriptions gross margin was 54% and 55% for the nine months of fiscal 2024 and 2023, respectively.

Our professional services gross margin was down for the nine months of fiscal 2024 at 25% compared to 29% for the nine months of fiscal 2023 primarily driven by our lower revenue in fiscal 2024.

Research and development expenses were $75.7 million for the nine months ended November 30, 2023, a $2.7 million, or 4%, increase compared to $73.1 million in the prior year. The increase was primarily due to a $2.0 million increase in stock-based compensation expense and $3.5 million increase in depreciation expense largely due to an increase in the amortization of capitalized software as compared to the prior year period. These expenses were partially offset by the reduced spend of $1.9 million for consulting services.

Sales and marketing expenses were $63.7 million for the nine months ended November 30, 2023, a $3.7 million, or 5%, decrease compared to $67.3 million in the prior year. The decrease was primarily driven by a $2.4 million decrease in personnel costs and $4.2 million decrease in marketing costs related to our rebranding efforts in fiscal 2023. These savings were partially offset by $2.4 million of higher expense for allowance for credit losses in fiscal 2024 compared to fiscal 2023.

General and administrative expenses were $85.4 million for the nine months ended November 30, 2023, an $18.6 million, or 28%, increase compared to $66.8 million in the prior year. This increase was mainly a result of the $17.8 million legal settlement associated with to the unfavorable arbitration ruling related to a 2014 contract between Kewill (a predecessor of BluJay) and a customer regarding Kewill's performance under the agreement as noted above. Additionally, there was a $2.7 million increase in personnel costs mainly related to non-acquisition severance and $2.4 million in increased consulting services as compared to the prior year period. These increases in expenses were partially offset by $3.5 million in lower ROU asset impairments in fiscal 2024 as compared to fiscal 2023.

Acquisition and other related expenses were $0.4 million for the nine months ended November 30, 2023, a $13.9 million decrease compared to $14.3 million for the nine months ended November 30, 2022. The decrease was mainly related to legal and consulting expenses associated with the Logistyx Acquisition in fiscal 2023.

Amortization of acquired intangible assets was $60.1 million for the nine months ended November 30, 2023, a $2.4 million, or 4%, decrease, compared to $62.5 million for the nine months ended November 30, 2022.

As indicated above, the market price of our Class A Common Stock and market capitalization declined significantly during the first and third quarters of fiscal 2024 and second quarter of fiscal 2023. These declines resulted in us determining that triggering events occurred and interim goodwill impairment assessments were performed. The result of the impairment assessments was the realization of a $1,097.7 million impairment charge in fiscal 2024 and a $514.8 million impairment charge in fiscal 2023.

The decline in our stock price and market capitalization was also a triggering event which resulted in interim indefinite-lived intangible asset impairment assessments. The result of the impairment assessments was the realization of a $34.0 million impairment charge in fiscal 2024. We did not have an impairment charge in fiscal 2023.

Interest and other expense, net was $75.9 million for the nine months ended November 30, 2023, a $21.2 million, or 39%, increase compared to $54.7 million in the prior year. The increase was driven by higher interest rates in fiscal 2024.

During the nine months ended November 30, 2023, we recorded a gain of $8.4 million related to the change in the fair value of the tax receivable agreement liability, including interest, compared to a gain of $9.1 million during the nine months ended November 30, 2022. We have calculated the fair value of the tax receivable agreement payments and identified the timing of the utilization of the tax attributes. The tax receivable agreement liability, related to exchanges as of the Business Combination date, is revalued at the end of each reporting period with the gain or loss as well as the associated interest reflected in gain (loss) from change in tax receivable agreement liability in the Unaudited Condensed Consolidated Statements of ~~$1.1~~Operations in the period in which the change occurred.

In addition, under ASC 450, transactions with partnership unit holders after the acquisition date will result in additional Tax Receivable Agreement liabilities that are recorded on a gross undiscounted basis. During the nine months ended November 30, 2023 and 2022, the Tax Receivable Agreement applicable to this guidance increased by a negligible amount and $0.7 million, respectively.

We recorded a gain of $18.8 million during the nine months ended November 30, 2023, a $18.0 million decrease compared to a gain of $36.8 million in the prior year for the change in fair value on the revaluation of our warrant liability associated with our warrants. We are required to revalue the warrants at the end of each reporting period and reflect in the Unaudited Condensed Consolidated Statements of Operations a gain or loss from the change in fair value of the warrant liability in the period in which the change occurred.

We recorded a gain of $15.4 million during the nine months ended November 30, 2023, a $2.4 million decrease compared to a gain of $17.8 million in the prior year for the change in fair value on the revaluation of our contingent consideration associated with our restricted B-2 common stock and Series 2 RCUs. We are required to revalue the contingent consideration at the end of each reporting period or upon conversion and reflect in the Unaudited Condensed Consolidated Statements of Operations a gain or loss from the change in fair value of the contingent consideration in the period in which the change occurred.

Loss before income taxes was ~~$2.4~~$1,213.4 million for the ~~three~~nine months ended November 30, ~~2022,~~2023, a ~~$72.7~~$666.7 million ~~decrease~~increase compared to ~~$75.1~~$546.7 million for the ~~three~~nine months ended November 30, ~~2021.~~2022. The ~~decrease~~increase in the loss was primarily related to ~~a $19.9~~the $582.9 million ~~higher gross profit due to~~larger impairment on goodwill in fiscal 2024 and the ~~Logistyx Acquisition and a decrease~~$34.0 million impairment on indefinite-lived intangible assets in the amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination as well as a $31.2 million reduction in acquisition and other related expenses due to the BluJay Acquisition in September 2021.fiscal 2024. Additionally, there was a ~~$23.4~~$18.0 million ~~increase~~decrease in the gain associated with the change in the fair value of the warrant liability, ~~and a $7.4~~$2.4 million increase in the gain associated with the fair value adjustments for the fair contingent consideration liability related to the restricted Series B-2 common stock and Series 2 RCUs when compared to the prior year. These gains were partially offset by $10.5 million of higher interest expense.

Income tax benefit was $7.9 million, or 331.8%, for the three months ended November 30, 2022 compared to $10.8 million, or 14.3%, for the three months ended November 30, 2021. The change in our effective tax rate between periods was due to changes in the impact of book income and losses of affiliates on the carrying amount of our partnership investment, year-over-year changes in book losses in certain jurisdictions for which no benefit can be recognized and changes in the mark-to-market gains and losses on certain contingent liabilities. For the three months ended November 30, 2021, in accordance with ASC 740-20-45-11, we accounted for the tax effect of the step-up in income tax basis related to transactions with or among shareholders and recognized a deferred tax asset and corresponding increase in stockholders' equity of $36.8 million.

~~Nine Months Ended November 30, 2022 compared to Nine Months Ended November 30, 2021~~

Subscriptions revenue was $396.1 million for the nine months ended November 30, 2022, a $176.3 million, or 80%, increase compared to subscriptions revenue of $219.7 million for the nine months ended November 30, 2021. The increase in subscriptions revenue was primarily due to the BluJay Acquisition, Logistyx Acquisition and new organic subscription sales predominantly driven by increases in products utilized across our current client portfolio, as well as the $47.1 million amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination in the first nine months of fiscal 2022. With the early adoption of ASU 2021-08, a fair value adjustment to deferred revenue for the BluJay and Logistyx acquisitions was not recorded; therefore, amortization of the fair value adjustment to deferred revenue similar to the Business Combination adjustment did not occur for the BluJay and Logistyx acquisitions.

Professional services and other revenue was $89.9 million for the nine months ended November 30, 2022, a $28.2 million, or 46%, increase compared to $61.7 million for the nine months ended November 30, 2021. The increase was primarily related to the BluJay Acquisition and Logistyx Acquisition.

Our subscriptions revenue as a percentage of total revenue increased to 82% for the first nine months of fiscal 2023 compared to 78% for the first nine months of fiscal 2022. The first nine months of fiscal 2022 included $47.1 million amortization related to the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination, reducing subscription revenue as a percentage of total revenue for that period.

Cost of subscriptions was $105.4 million for the nine months ended November 30, 2022, a $42.5 million, or 67%, increase compared to $62.9 million for the nine months ended November 30, 2021. This increase was primarily driven by $28.3 million related to the BluJay and Logistyx acquisitions and an increase in personnel costs for items such as salaries and incentive compensation. Additionally, there was an increase of $13.9 million for software and hosting costs. Most of this increase related to the BluJay and Logistyx acquisitions.

Cost of professional services and other revenue was $63.4 million for the nine months ended November 30, 2022, a $24.8 million, or 64%, increase compared to $38.7 million for the nine months ended November 30, 2021. The BluJay Acquisition in fiscal 2022, Logistyx Acquisition in fiscal 2023, increased personnel costs such as salaries and incentive compensation, our investment in strategic system integrator partnership initiatives and increased travel accounted for $24.1 million of the increase in the cost of professional services and other revenue.

Amortization of acquired intangible assets was $73.9 million for the nine months ended November 30, 2022, a $25.0 million, or 51%, increase compared to $48.9 million for the nine months ended November 30, 2021, driven by the BluJay Acquisition in September 2021 and Logistyx Acquisition in March 2022.

Our subscriptions gross margin was 55% for the first nine months of fiscal 2023 as compared to 49% for the first nine months of fiscal 2022 primarily due to the amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination offset by the additional revenue from the BluJay and Logistyx acquisitions in fiscal 2023. With the early adoption of ASU 2021-08, the BluJay and Logistyx deferred revenue was recorded under ASC 606 and not at fair value at the acquisition date; therefore, amortization of the fair value adjustment to deferred revenue similar to the Business Combination adjustment did not occur for the BluJay or Logistyx acquisitions.

Our professional services gross margin was down to 29% for the first nine months of fiscal 2023 compared to 37% for the first nine months of fiscal 2022 primarily due to our investment in strategic system integrator partnership initiatives.

Research and development expenses were $73.1 million for the nine months ended November 30, 2022, a $16.2 million, or 28%, increase compared to $56.9 million in the prior year. The increase was primarily due to $13.6 million related to the BluJay and Logistyx acquisitions as well as major strategic partnership initiatives around product development efforts during fiscal year 2023, which resulted in net increased personnel costs such as salaries and incentive compensation and consulting expenses as compared to the prior year period. Additionally, there was an increase of $1.0 million for software and hosting costs.

Sales and marketing expenses were $67.3 million for the nine months ended November 30, 2022, a $25.6 million, or 61%, increase compared to $41.8 million in the prior year. The increase was primarily driven by a $21.8 million increase due to the BluJay Acquisition in fiscal 2022 and Logistyx Acquisition in fiscal 2023 as well as additional expenses associated with our new corporate branding, digital and social marketing related to the launch of our new brand and website, company store and integrated marketing experience as well as hiring additional marketing resources. Additionally, there was an increase of $1.6 million for travel and entertainment and $1.1 million in share-based compensation.

General and administrative expenses were $66.8 million for the nine months ended November 30, 2022, a $16.8 million, or 34%, increase compared to $50.0 million in the prior year. The increase was primarily attributable to $8.4 million related to the BluJay and Logistyx acquisitions. Additionally, there was an increase of $2.7 million for share-based compensation. During fiscal 2023, we incurred a $4.1 million impairment on our operating lease ROU assets and leasehold improvements due to vacating locations with the intent to sublease them.

Acquisition and other related expenses were $14.3 million for the nine months ended November 30, 2022, a $35.9 million, or 71%, decrease compared to $50.2 million for the nine months ended November 30, 2021. The decrease was mainly related to legal and consulting expenses associated with the Logistyx Acquisition in fiscal 2023 and BluJay Acquisition in fiscal 2022.

Amortization of acquired intangible assets was $62.5 million for the nine months ended November 30, 2022, a $35.7 million increase, compared to $26.8 million for the nine months ended November 30, 2021. The increase was a result of the BluJay Acquisition in September 2021 and Logistyx Acquisition in March 2022.

As indicated above, the market price of our Class A Common Stock and market capitalization declined significantly during the second quarter of fiscal 2023. This decline resulted in us determining that a triggering event occurred and an interim goodwill impairment assessment was performed. The result of the impairment assessment was the realization of a $514.8 million impairment charge. We did not have an impairment charge in the prior year.

~~Interest and other expense, net was $54.7 million for the nine months ended November 30, 2022, a $32.7~~million increase compared to $22.0 million in the prior year. The increase was primarily driven by the additional term loans used for the BluJay Acquisition in September 2021 and Logistyx Acquisition in March 2022, as well as higher interest rates in fiscal 2023.

During the nine months ended November 30, 2022, we recorded a gain of $9.1 million related to the change in the fair value of the tax receivable agreement liability, including interest, compared to a $4.6 million expense during the nine months ended November 30, 2021. Pursuant to ASC 805, ~~Business Combination~~ and relevant tax law, we calculated the fair value of the tax receivable agreement payments and identified the timing of the utilization of the tax attributes. The tax receivable agreement liability, related to exchanges as of the Business Combination date, is revalued at the end of each reporting period with the gain or loss as well as the associated interest reflected in gain (loss) from change in tax receivable agreement liability in the Unaudited Condensed Consolidated Statements of Operations in the period in which the event occurred.

In addition, under ASC 450, transactions with partnership unit holders after the acquisition date will result in additional Tax Receivable Agreement liabilities that are recorded on a gross undiscounted basis. During the nine months ended November 30, 2022 and 2021, the Tax Receivable Agreement liability under ASC 450 increased by $0.7 million and $13.2 million, respectively.

We recorded a gain of $36.8 million during the nine months ended November 30, 2022, a $85.2 million increase compared to a loss of $48.4 million in the prior year for the change in fair value on the revaluation of our warrant liability associated with our public, private placement and forward purchase warrants. We are required to revalue the warrants at the end of each reporting period and reflect in the Unaudited Condensed Consolidated Statements of Operations a gain or loss from the change in fair value of the warrant liability in the period in which the change occurred.

We recorded a gain of $17.8 million during the nine months ended November 30, 2022, a $108.9 million increase compared to a loss of $91.2 million in the prior year for the change in fair value on the revaluation of our contingent consideration associated with our restricted B-2 common stock and Series 2 RCUs. We are required to revalue the contingent consideration at the end of each reporting period or upon conversion and reflect in the Unaudited Condensed Consolidated Statements of Operations a gain or loss from the change in fair value of the contingent consideration in the period in which the change occurred.

Loss before income taxes was $546.7 million for the nine months ended November 30, 2022, a $285.7 million increase compared to $261.0 million for the nine months ended November 30, 2021. This increase in the loss was primarily related to the $514.8 million impairment on goodwill taken in the second quarter of fiscal 2023. The remaining increase was related to $58.3 million of higher operating expenses, $32.7 million of higher interest expense and a $35.7 million increase in the amortization of the intangible assets when compared to the prior year. These expenses were partially offset by a $112.4 million higher gross profit due to the BluJay and Logistyx acquisitions along with a decrease in the amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination of $47.1 million. Additionally, there was a $85.2 million gain on the change in the fair value adjustments for the warrant liability and a $108.9 million gain associated with the fair value adjustments for the contingent consideration liability related to the restricted Series B-2 common stock and Series 2 RCUs and $21.2 million of higher interest expense when compared to the prior year. We also recorded an $17.8 million expense for the unfavorable arbitration ruling related to the Kewill customer case in the second quarter of fiscal 2024. Partially offsetting the increases in the loss was a $13.9 million reduction in acquisition and other related expenses due to the Logistyx Acquisition in March 2022.

Income tax benefit was $73.8 million, or 6.1%, for the nine months ended November 30, 2023 compared to $130.0 million, or 23.8%, for the nine months ended November 30, ~~2022 compared to $3.4~~2022. $69.0 million ~~or 1.3%,~~of the income tax benefit, net of a valuation allowance of $178.9 million, for the nine months ended November 30, ~~2021.~~2023 primarily resulted from the discrete impact of the goodwill impairment taken in fiscal 2024. The remainder of the change in our effective tax rate between periods ~~was~~ primarily ~~due~~relates to ~~the reduction~~increases in ~~our~~valuation allowances in jurisdictions within which certain deferred tax ~~liability~~assets are not being benefited as ~~a result of the goodwill impairment, year-over-year changes in book losses in certain jurisdictions for which no benefit can be recognized,~~well as changes in the impact of book income and losses of affiliates on the carrying amount of our partnership investment and changes in the mark-to-market gains and losses on certain contingent liabilities.

This document includes ~~Non-GAAP revenue, Non-GAAP subscriptions revenue,~~ Non-GAAP gross profit, Non-GAAP gross margin, EBITDA and Adjusted EBITDA, which are non-GAAP performance measures that we use to supplement our results presented in accordance with U.S. GAAP. We believe these non-GAAP measures are useful in evaluating our operating performance, as they are similar to measures reported by our public competitors and are regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. These non-GAAP measures are not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

We calculate and define Non-GAAP revenue and Non-GAAP subscriptions revenue as revenue excluding the impact of the deferred revenue fair value adjustment related to the purchase price allocation in the Business Combination. We calculate and define Non-GAAP gross profit as gross profit excluding ~~amortization of the deferred revenue fair value adjustment,~~ depreciation and amortization, share-based compensation and certain other non-cash and non-recurring items. We define and calculate EBITDA as net income or losses excluding interest income or expense, income tax expense or benefit, depreciation and amortization and Adjusted EBITDA as further adjusted for the following items: ~~amortization of the deferred revenue fair value adjustment,~~ goodwill impairment charge, indefinite-lived intangible asset impairment charge, right-of-use assets impairment charge, transaction-related costs, gain (loss) from change in the tax receivable agreement liability, (gain) loss from changes in the fair value of the warrant liability and contingent consideration, share-based compensation and certain other non-cash and non-recurring items as described in the reconciliation below. We also report Non-GAAP gross profit and Adjusted EBITDA as a percentage of Non-GAAP revenue as additional measures to evaluate financial performance.

We include these non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. These non-GAAP measures exclude certain expenses that are required in accordance with U.S. GAAP because they are non-recurring (for example, in the case of transaction-related costs, litigation settlements, goodwill impairment charge, indefinite-lived intangible asset impairment charge and right-of-use assets ~~charge and amortization of the deferred revenue fair value adjustment)~~impairment charge), non-cash (for example, in the case of depreciation, amortization, gain (loss) from change in the tax receivable agreement liability, (gain) loss from changes in the fair value of the warrant liability and contingent consideration and share-based ~~compensation and amortization of the deferred revenue fair value adjustment)~~compensation) or are not related to our underlying business performance (for example, in the case of interest income and expense). There are limitations to non-GAAP financial measures because they exclude charges and credits that are required to be included in the U.S. GAAP financial presentation. The items excluded from U.S. GAAP financial measures such as net income or loss to arrive at non-GAAP financial measures are significant components for understanding and assessing our financial performance. As a result, non-GAAP financial measures should be considered together with, and not alternatives to, financial measures prepared in accordance with U.S. GAAP.

~~The table below presents our Non-GAAP revenue reconciled to our reported revenue, the closest U.S. GAAP measure, for the periods indicated:~~46

The table below presents our Non-GAAP gross profit reconciled to our reported gross profit, the closest U.S. GAAP measure, for the periods indicated:

The table below presents our Adjusted EBITDA reconciled to our net income (loss), the closest U.S. GAAP measure, for the periods indicated:


	Three Months Ended November 30,						Nine Months Ended November 30,						Three Months Ended November 30,						Nine Months Ended November 30,
($ in thousands)	2022			2021			2022			2021			2023			2022			2023			2022
Net income (loss)	$	5,503		$	(64,289	)	$	(416,703	)	$	(257,632	)
Net (loss) income													$	(740,031	)	$	5,503		$	(1,139,544	)	$	(416,703	)
Adjustments:
Interest expense, net		19,509			9,981			52,411			22,161			24,941			19,509			73,889			52,411
Income tax benefit		(7,877	)		(10,764	)		(130,010	)		(3,392	)		(5,413	)		(7,877	)		(73,827	)		(130,010	)
Depreciation and amortization		52,451			50,496			159,831			91,496			53,590			52,451			160,758			159,831
EBITDA		69,586			(14,576	)		(334,471	)		(147,367	)		(666,913	)		69,586			(978,724	)		(334,471	)
EBITDA Margin		42.2	%		-10.6	%		-68.8	%		-52.4	%		-423.4	%		42.2	%		-205.6	%		-68.8	%
Business Combination adjustment (1)		—			10,394			—			47,099
Goodwill impairment charge (2)		—			—			514,816			—
Goodwill impairment charge (1)														687,700			—			1,097,741			514,816
Intangible asset impairment charge (2)														30,000			—			34,000			—
Right-of-use assets impairment charge (3)		1,761			—			4,137			—			70			1,761			619			4,137
Acquisition-related adjustments (4)		1,969			33,216			14,313			50,168			9			1,969			416			14,313
Gain (loss) from change in tax receivable agreement liability (5)		(2,697	)		1,470			(9,089	)		4,606
(Gain) loss from change in fair value of warrant liability (6)		(16,150	)		7,232			(36,764	)		48,448
(Gain) loss from change in fair value of contingent consideration (7)		(6,300	)		1,140			(17,760	)		91,180
Gain from change in tax receivable agreement liability (5)														(2,888	)		(2,697	)		(8,355	)		(9,089	)
Gain from change in fair value of warrant liability (6)														(2,617	)		(16,150	)		(18,786	)		(36,764	)
Gain from change in fair value of contingent consideration (7)														(5,100	)		(6,300	)		(15,360	)		(17,760	)
Non-recurring/non-operating costs (8)		3,189			2,987			7,563			5,486			8,254			3,189			17,180			7,563
Share-based compensation (9)		4,797			4,027			13,157			8,961
Legal settlement (9)														—			—			17,750			—
Share-based compensation (10)														6,841			4,797			18,744			13,157
Adjusted EBITDA	$	56,155		$	45,890		$	155,902		$	108,581		$	55,356		$	56,155		$	165,225		$	155,902
Adjusted EBITDA Margin		34.1	%		31.1	%		32.1	%		33.1	%		35.1	%		34.1	%		34.7	%		32.1	%

Three Months Ended November 30, ~~2022~~2023 compared to Three Months Ended November 30, ~~2021~~2022

~~Non-GAAP subscriptions revenue~~Gross profit was ~~$134.9~~$78.6 million for the three months ended November 30, ~~2022,~~2023, a ~~$17.5~~$5.6 million, or ~~15%~~7%, ~~increase~~decrease compared to ~~$117.4~~$84.1 million for three months ended November 30, 2022. Subscriptions gross profit was down 4% while professional services and other gross profit was down 26%. Gross margin was 50% for the third quarter of fiscal 2024 compared to 51% for the third quarter of fiscal 2023.

Non-GAAP gross profit was $109.7 million for the three months ended November 30, 2021. The increase in Non-GAAP subscriptions revenue relates to the Logistyx Acquisition and new organic subscription sales predominately driven by increases in products utilized across our client portfolio.

~~Non-GAAP revenue was $164.9 million for the three months ended November 30, 2022,~~2023, a ~~$17.5~~$3.9 million, or ~~12%~~3%, ~~increase~~decrease compared to $147.4 million for the three months ended November 30, 2021. The increase in Non-GAAP revenue was mainly due to an increase in our subscriptions revenue related to the Logistyx Acquisition and new organic sales driven by increases in products utilized across our current client portfolio.

Gross profit was $84.1 million for the three months ended November 30, 2022, a $19.9 million, or 31%, increase compared to $64.2 million for three months ended November 30, 2021. The increase in gross profit was primarily due to the Logistyx Acquisition as well as the decrease in the amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination of $10.4 million. Gross margin was 51% for the third quarter of fiscal 2023 compared to 47% for the third quarter of fiscal 2022.

~~Non-GAAP gross profit was~~ $113.6 million for the three months ended November 30, ~~2022,~~2022. The decrease in Non-GAAP gross profit was primarily due to a ~~$10.2 million, or 10%, increase~~decrease in total revenue partially offset by lower software and hosting costs in subscription costs of revenue and consulting services in the professional services and other costs of revenue. The Non-GAAP gross margin increased in the third quarter of fiscal 2024 to 70% compared to ~~$103.4~~69% in the third quarter of fiscal 2023.

EBITDA was a negative $666.9 million for the three months ended November 30, ~~2021. The increase in adjusted gross profit was primarily due to the Logistyx Acquisition. The Non-GAAP gross margin decreased in the third quarter of fiscal~~ 2023, ~~to 69%~~a $736.5 million decrease compared to ~~70% in the third quarter of fiscal 2022 due to our investment in strategic system integrator partnership initiatives as well as increased hosting and labor costs.~~

~~EBITDA was~~ $69.6 million ~~for the three months ended November 30, 2022, a $84.2 million increase compared to $14.6 million~~EBITDA for three months ended November 30, ~~2021.~~2022. EBITDA margin ~~increased to 42%~~was a negative 423% for the third quarter of fiscal ~~2023~~2024 compared to ~~a negative 11%~~42% in the prior year. The ~~increase~~decrease in EBITDA and EBITDA margin was primarily related to ~~higher revenues~~the $687.7 million impairment on goodwill taken in fiscal ~~year 2023, $7.4~~2024, the $30.0 million ~~increase~~indefinite-lived intangible asset charge taken in fiscal 2024, the $13.5 million decrease in the gain for the fair value adjustment for the warrant liability and a $1.2 million decrease in the gain associated with the fair value adjustment for the contingent consideration liability related to the restricted Series B-2 common stock ~~and $23.4 million increase in gain on the change in fair value of the warrant liability in fiscal 2023~~ as compared to ~~fiscal 2022. Additionally, there was a~~prior periods. These reductions were partially offset by the $2.0 million decrease ~~of $10.4 million~~ in ~~the amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination and $31.2 million of~~ acquisition-related expenses ~~related to the BluJay Acquisition when compared to fiscal 2022.~~between periods.

Adjusted EBITDA was $55.4 million for the three months ended November 30, 2023, a $0.8 million, or 1%, decrease compared to $56.2 million for the three months ended November 30, ~~2022, a $10.3 million increase compared to $45.9 million for the three months ended November 30, 2021.~~2022. Adjusted EBITDA margin was 35% for the third quarter of fiscal 2024 compared to 34% for the third quarter of fiscal ~~2023~~2023. The decrease in Adjusted EBITDA was primarily a result lower Non-GAAP gross profit and lower operating expenses mainly comprised of $3.0 million in personnel costs partially offset by $1.3 million of higher expense for allowance for credit losses in sales and marketing expenses compared to ~~31% for the third quarter of fiscal 2022 primarily due to higher revenues combined with reduced operating expenses as a percentage of revenue yielding increased operating leverage.~~prior periods.

Nine Months Ended November 30, ~~2022~~2023 compared to Nine Months Ended November 30, ~~2021~~2022

~~Non-GAAP subscriptions revenue~~Gross profit was ~~$396.1~~$237.2 million for the nine months ended November 30, ~~2022,~~2023, a ~~$129.2~~$6.1 million, or ~~48%~~3%, ~~increase~~decrease compared to ~~$266.8~~$243.3 million for nine months ended November 30, 2022. Subscriptions gross profit was up 1% while professional services and other gross profit was down 29%. Gross margin was flat at 50% for the first nine months of fiscal 2024 and 2023.

Non-GAAP gross profit was $329.6 million for the nine months ended November 30, 2021. The increase in Non-GAAP subscriptions revenue relates to the BluJay and Logistyx acquisitions and new organic subscription sales predominately driven by increases in products utilized across our client portfolio.

~~Non-GAAP revenue was $486.0 million for the nine months ended November 30, 2022,~~2023, a ~~$157.4~~$2.1 million, or ~~48%~~1%, ~~increase~~decrease compared to $328.5 million for the nine months ended November 30, 2021. The increase in Non-GAAP revenue was mainly due to the $129.2 million increase in our subscriptions revenue related to the BluJay and Logistyx acquisitions and new organic sales driven by increases in products utilized across our current client portfolio. Additionally, $28.2 million of the increase was due to an increase in our professional services revenue primarily related to the BluJay and Logistyx acquisitions.

Gross profit was $243.3 million for the nine months ended November 30, 2022, a $112.4 million, or 86%, increase compared to $130.9 million for nine months ended November 30, 2021. The increase in gross profit was primarily due to the BluJay and Logistyx acquisitions as well as the decrease in the amortization of the fair value adjustment to deferred revenue related to the purchase price allocation in the Business Combination of $47.1 million. Gross margin was 50% for the first nine months of fiscal 2023 compared to 47% for the first nine months of fiscal 2022.

~~Non-GAAP gross profit was~~ $331.7 million for the nine months ended November 30, ~~2022,~~2022. The decrease in Non-GAAP gross profit was driven by a ~~$94.8 million, or 40%,~~decrease in professional services and other Non-GAAP gross profit, partially offset by an increase in subscriptions Non-GAAP gross profit. The Non-GAAP gross margin increased for the nine months of fiscal 2024 to 69% compared to ~~$236.9~~68% for the nine months of fiscal 2023.

EBITDA was a negative $978.7 million for the nine months ended November 30, ~~2021. The increase in adjusted gross profit was primarily due to the BluJay and Logistyx acquisitions. The Non-GAAP gross margin percentage decreased in the first nine months of fiscal~~ 2023, ~~to 68% compared to 72% in the first nine months of fiscal 2022 due to our investment in strategic system integrator partnership initiatives as well as increased hosting and labor costs.~~

~~EBITDA was~~ a ~~loss of $334.5~~$644.3 million ~~for the nine months ended November 30, 2022, a $187.1 million increase~~decrease compared to a ~~loss of $147.4~~negative $334.5 million for nine months ended November 30, ~~2021.~~2022. EBITDA ~~margins were a~~margin was negative ~~69%~~206% for the ~~first~~ nine months of fiscal ~~2023~~2024 compared to a negative ~~52%~~69% in the prior year. The decrease in EBITDA and EBITDA margin was primarily related to the ~~$514.8~~$582.9 million higher impairment on goodwill, $34.0 million impairment ~~taken~~on indefinite-lived intangible assets in fiscal 2024, $17.8 million expense for the ~~second quarter of fiscal 2023. This expense was partially offset by a decrease of $47.1 million in the amortization of the fair value adjustment to deferred revenue~~unfavorable arbitration ruling related to the ~~purchase price allocation~~Kewill customer case, a decrease in the ~~Business Combination. Additionally, there was a $35.8~~gain of $18.0 million ~~decrease in acquisition related expenses, higher revenues in fiscal 2023, a $85.2 million higher gain~~ for the fair value adjustment for the warrant liability and a ~~$108.9~~decrease in the gain of $2.4 million ~~higher gain~~ associated with the fair value adjustment for the contingent consideration liability related to the restricted Series B-2 common stock ~~when compared to the first nine months~~between periods. Partially offsetting these reductions was a decrease of ~~fiscal 2022.~~$13.9 million of acquisition-related expenses between periods.

Adjusted EBITDA was $165.2 million for the nine months ended November 30, 2023, a $9.3 million, or 6%, increase compared to $155.9 million for the nine months ended November 30, ~~2022, a $47.3 million, or 44%, increase compared to $108.6 million~~2022. Adjusted EBITDA margin was 35% for the nine months ~~ended November 30, 2021.~~of fiscal 2024 compared to 32% for the nine months of fiscal 2023. The increase in Adjusted EBITDA and Adjusted EBITDA margin was ~~32%~~primarily a result of lower operating expenses comprised of $4.5 million in personnel costs, $3.1 million in spend for consulting expenses and $4.3 million in marketing expenses due to the ~~first nine months~~rebranding efforts in fiscal 2023. These savings were partially offset by $2.4 million of ~~fiscal 2023~~higher expense for allowance for credit losses in sales and marketing expenses compared to 33% for the first nine months of fiscal 2022 primarily due to a lower gross margin driven by our investment in strategic system integrator partnership initiatives as well as increased hosting and labor costs.prior periods.

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital, capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Current working capital needs relate mainly to employee compensation and benefits, as well as interest and debt. Our ability to expand and grow our business will depend on many factors, including working capital needs and the evolution of our operating cash flows.

We had ~~$85.7~~$110.3 million in cash and cash equivalents and ~~$145.0~~$155.0 million of unused borrowing capacity under our 2021 Revolving Credit Facility as of November 30, ~~2022.~~2023. See Note ~~13,~~12, Notes Payable to the Notes to the Unaudited Condensed Consolidated Financial Statements. We believe our existing cash and cash equivalents, cash provided by operating activities and, if necessary, the borrowing capacity under our 2021 Revolving Credit Facility will be sufficient to meet our working capital, debt repayment and capital expenditure requirements ~~and share repurchases~~ for at least the next twelve months.

In the future, we may enter into arrangements to acquire or invest in complementary businesses. To facilitate these acquisitions or investments, we may seek additional equity or debt financing.

On January 20, 2022, our board of directors approved the 2022 Share Repurchase Program. Share repurchases may be made from time to time in the open market, in privately negotiated transactions, pursuant to other Rule 10b5-1 trading plans or other available means. The 2022 Share Repurchase Program is subject to market conditions and other factors and does not obligate us to repurchase any dollar amount or number of Class A Common Stock and the program may be extended, modified, suspended or discontinued at any time, without prior notice. We plan to fund this program with cash on hand.

In February 2021, E2open, LLC, our subsidiary, entered into the Credit Agreement which provided for the 2021 Term Loan in the amount of $525.0 million and the 2021 Revolving Credit Facility for $75.0 million. In September 2021, the Credit Agreement was amended to include a $380.0 million incremental term loan, an increase in the letter of credit sublimit from $15.0 million to $30.0 million and an increase in the 2021 Revolving Credit Facility from $75.0 million to $155.0 million. OnIn April 6, 2022, the Credit Agreement was amended to include a $190.0 million incremental term ~~loan.~~loan bringing our total borrowing under the term loans to $1,095.0 million.

The 2021 Revolving Credit Facility will mature on February 4, 2026. E2open, LLC can request increases in the revolving commitments and additional term loan facilities, in minimum amounts of $2.0 million for each facility. Principal payments are due on the Credit Agreement the last day of February, May, August and November commencing August 2021. The Credit Agreement was payable in quarterly installments of $1.3 million beginning in August 2021; however, the payments were increased to $2.3 million with the addition of the incremental term loan beginning in November 2021. The payment increased to $2.7 million with the addition of the $190.0 million incremental term loan beginning in May 2022. The Credit Agreement is payable in full on February 4, 2028.

The 2021 Term Loan has a variable interest rate ~~which was 6.64%~~resulting in an interest rate of 8.96% and ~~4.00%~~8.08% as of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, respectively, which was based on SOFR plus 350 basis points and LIBOR plus 350 basis points, respectively. As of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, the 2021 Term Loan had a principal balance outstanding of ~~$1,080.9~~$1,070.0 million and ~~$899.2~~$1,078.2 million, respectively. There were ~~$10.0 million~~no outstanding borrowings, ~~at an interest rate of 6.77%,~~ no letters of credit and ~~$145.0~~$155.0 million available borrowing capacity under the 2021 Revolving Credit Facility as of November 30, ~~2022. These borrowings were used for general operating activities. There were $80.0 million of borrowings outstanding at an interest rate of 5.25%, no outstanding letters of credit~~2023 and ~~$75.0 million available borrowing capacity under the 2021 Revolving Credit Facility as of~~ February 28, ~~2022.~~

On January 9, 2023, we repaid the outstanding $10.0 million balance on our 2021 Revolving Credit Facility. After this repayment, our available borrowing capacity under the 2021 Revolving Credit Facility is $155.0 million.2023.

The average interest rate on our 2021 Term Loan was impacted by changes in market interest rates, which was attributed to the Federal Open Market Committee (FOMC) of the Federal Reserve repeatedly raising their target benchmark interest rate ~~in the first nine months of~~throughout fiscal 2023 and into fiscal 2024, resulting in subsequent prime rate increases of ~~375~~150 basis points between ~~March~~December 2022 and November ~~2022.~~2023. Based on our current outstanding 2021 Term Loan as of November 30, 2023, this increase would result in an additional ~~$40.5~~$16.0 million of interest expense per year.

Beginning in March 2023, we entered into zero-cost interest rate collars to reduce our exposure to the variability of our interest rate associated with our outstanding debt. By keeping interest rates within the executed bands, or caps and floors, of the collars, we are able to reduce exposure to the interest rate risk. Effective March 31, 2023, we entered into an interest rate collar with a notional amount of $200.0 million and a maturity date of March 31, 2026. The executed cap was 4.75% and the floor was 2.57%. Effective April 6, 2023, an additional interest rate collar was executed with a notional amount of $100.0 million and a maturity date of March 31, 2026. The executed cap was 4.50% and the floor was 2.56%.

The following table presents net cash from operating, investing and financing activities:

Nine Months Ended November 30, ~~2022~~2023 compared to Nine Months Ended November 30, ~~2021~~2022

As of November 30, ~~2022,~~2023, our consolidated cash, cash equivalents and restricted cash was ~~$98.8~~$129.9 million, a ~~$75.7~~$25.6 million ~~decrease~~increase from our balance of ~~$174.6~~$104.3 million as of February 28, ~~2022.~~2023.

Net cash provided by operating activities for the nine months ended November 30, ~~2022~~2023 was ~~$43.2~~$56.7 million compared to ~~$28.2~~$43.2 million for the nine months ended November 30, ~~2021.~~2022. The ~~$15.0~~$13.5 million increase in cash was primarily driven by ~~the additional gross profits contributed by BluJay~~less cash used for consulting and ~~Logistyx as well as organic growth partially offset by the use of $86.3 million of~~acquisition-related expenses in fiscal 2024 and less cash used for working capital items in fiscal 2024 for such items as the ~~decrease~~following:

Net cash used in investing activities was ~~$222.7~~$22.3 million and ~~$798.9~~$222.7 million for the nine months ended November 30, 2023 and 2022, ~~and 2021,~~ respectively. During fiscal year 2023, net cash of $179.2 million was used for the Logistyx Acquisition while $774.2 million of cash was used for the BluJay Acquisition during fiscal 2022. Additionally, we made a $3.0 million minority investment in a private firm during the first quarter of fiscal 2023. During the nine months of fiscal 2024 and 2023, ~~and 2022, $40.5~~$22.3 million and ~~$24.6~~$40.5 million were used for the acquisition of software and property related to our data centers, respectively. Additionally, during fiscal year 2023, net cash of $179.2 million was used for the Logistyx Acquisition and $3.0 million was used for a minority investment in a private firm during the first quarter of fiscal 2023.

Net cash ~~provided by~~used in financing activities for the nine months ended November 30, ~~2022~~2023 was ~~$103.4~~$10.8 million compared to ~~$633.0~~net cash provided by financing activities of $103.4 million for nine months ended November 30, ~~2021.~~2022. The decrease in cash provided by financing activities was mainly due to the following:

Concurrently with the completion of the Business Combination, we entered into the Tax Receivable Agreement with certain selling equity holders of E2open ~~Holdings that requires us to pay~~Holdings. The Tax Receivable Agreement provides for the payment by the Company of 85% of ~~the~~certain tax ~~savings~~benefits that are realized ~~because~~or deemed realized as a result of increases in ~~the~~ tax, ~~basis~~utilization of ~~E2open Holdings' assets. This increase is either from the sale~~pre-existing tax attributes of ~~Common Units or exchange~~certain sellers and realization of ~~Common Units for shares of Class A Common Stock and cash, as well as~~additional tax benefits attributable to payments under the Tax Receivable ~~Agreement, We will retain the benefit of the remaining 15% of these cash savings.~~Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless we exercise our right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement or certain other acceleration events occur. We will retain the benefit of the remaining 15% of these cash savings.

Amounts payable under the Tax Receivable Agreement will be contingent upon, among other things, our generation of taxable income over the term of the Tax Receivable Agreement. If we do not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits subject to the Tax Receivable Agreement, we would not be required to make the related payments under the Tax Receivable Agreement. Although the amount of any payments required to be made under the Tax Receivable Agreement may be significant, the timing of these payments will vary and will generally be limited to one payment per member per year. We have not made any Tax Receivable Agreement payments to any Tax Receivable Agreement holders of E2open Holdings as of November 30, 2023.

The liability related to the Tax Receivable Agreement was ~~$58.2~~$61.4 million and ~~$66.6~~$69.7 million as of November 30, ~~2022~~2023 and February 28, ~~2022,~~2023, respectively, assuming (1) a corporate tax rate of 24.2% as of November 30, ~~2022~~2023 and ~~24.1% as of~~ February 28, ~~2022,~~2023, (2) no dispositions of corporate subsidiaries, (3) no material changes in tax law and (4) we do not elect an early termination of the Tax Receivable Agreement. However, due to the uncertainty of various factors, including: (a) the timing and value of future exchanges, (b) the amount and timing of our future taxable income, (c) changes in our tax rate, (d) no future dispositions of any corporate stock, (e) changes in the tax law and (f) changes in the discount rate, the likely tax savings we will realize and the resulting amounts we are likely to pay to the selling equity holders of E2open Holdings pursuant to the Tax Receivable Agreement are uncertain. ~~Additionally, interest will accrue~~Interest accrued on the portion of the Tax Receivable Agreement liability recorded under ASC 805 at a rate of LIBOR plus 100 basis ~~points.~~points through June 30, 2023. Beginning July 1, 2023, interest will accrue at SOFR plus the applicable spread for the quarter. The portion of the Tax Receivable Agreement liability under ASC 450 is recorded on a gross undiscounted basis. These transactions, such as a conversion of Common Units to Class A Common Stock, result in a change in the Tax Receivable Agreement liability and a charge to equity.

The liability recorded on the balance sheet does not include an estimate of the amount of payments to be made if certain sellers exchanged their remaining interests in E2open Holdings for our common stock, as this amount ~~is not readily determinable and~~ is dependent on several future variables, including timing of future exchanges, stock price at date of exchange, tax attributes of the individual parties to the exchange and changes in future applicable federal and state tax rates.

In addition, if we exercise our right to terminate the Tax Receivable Agreement or certain other acceleration events occur, we will be required to make immediate cash payments. Such cash payments will be equal to the present value of the assumed future realized tax benefits based on a set of assumptions and using an agreed upon discount rate, as defined in the Tax Receivable Agreement. The early termination payment may be made significantly in advance of the actual realization, if any, of those future tax benefits. Such payments will be calculated based on certain assumptions, including that we have sufficient taxable income to utilize the full amount of any tax benefits subject to the Tax Receivable Agreement over the period specified therein. The payments that we would be required to make will generally reduce the amount of the overall cash flow that might have otherwise been available to us, but we expect the cash tax savings we will realize from the utilization of the related tax benefits will exceed the amount of any required payments.

As of November 30, 2023, we have a current Tax Receivable Agreement liability of $1.7 million which is recorded in accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. The determination of current and long-term is based on management's estimate of taxable income for the fiscal year and the determination that a Tax Receivable Agreement liability payment is due and payable within the next twelve months. To the extent the estimate differs from actual results, a reclass may be required for portions of the Tax Receivable Agreement liability between current and long-term.

We are entitled to receive quarterly tax distributions from E2open Holdings, subject to limitations imposed by applicable law and contractual restrictions. The cash received from such tax distributions will first be used to satisfy any tax liability and then make any payments required under the Tax Receivable Agreement. We expect that such tax distributions will be sufficient to fund both our tax liability and the required payments under the Tax Receivable Agreement.

As of November 30, 2023 and February 28, 2023, there were an aggregate of 29,079,872 warrants outstanding. Each warrant entitles its holder to purchase one share of our Class A Common Stock at an exercise price of $11.50 per share. The warrants are recorded as a liability in warrant liability on the Condensed Consolidated Balance Sheets with a balance of $10.8 million and $29.6 million as of November 30, 2023 and February 28, 2023, respectively. During the three months ended November 30, 2023 and 2022, a gain of $2.6 million and $16.2 million was recognized in gain from change in fair value of the warrant liability in the Unaudited Condensed Consolidated Statements of Operations, respectively. During the nine months ended November 30, 2023 and 2022, a gain of $18.8 million and $36.8 million was recognized in gain from change in fair value of the warrant liability, respectively.

The contingent consideration liability was ~~$27.8~~$14.2 million and ~~$45.6~~$29.5 million as of November 30, ~~2022~~2023 and February 28, 2023, respectively. The fair value remeasurements resulted in a gain of $5.1 million and $6.3 million for the three months ended November 30, 2023 and 2022, respectively. The fair value remeasurements resulted in a gain of ~~$6.3~~$15.4 million and ~~loss of $1.1 million for the three months ended November 30, 2022 and 2021, respectively. The fair value remeasurements resulted in a gain of~~ $17.8 ~~million and a loss of $91.2~~ million for the nine months ended November 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The contingent liability represents the Series ~~B-1 common stock, Series~~ B-2 common stock ~~Series 1 RCUs~~ and Series 2 RCUs.

As of June 8, 2021, the Series B-1 common stock and Series 1 RCUs were no longer reflected as a contingent consideration liability as the 5-day VWAP of our Class A Common Stock exceeded $13.50 per share. This triggering event resulted in the 8,120,273 Series B-1 common stock converting into Class A Common Stock and 4,379,557 Series 1 RCUs becoming 4,379,557 Common Units of E2open Holdings along with entitling the holders of the newly vested common units to 4,379,557 shares of Class V Common Stock.

On March 2, 2022, E2open, LLC acquired Logistyx for a purchase price of $185 million, and an estimated fair value of $183.4 million, including $90 million paid in cash at closing. An additional $95 million was paid in two installments on May 31, 2022 and September 1, 2022. We had the option to finance the remaining payments, at our discretion, through cash or a combination of cash and Class A Common Stock. The May 31, 2022 payment of $37.4 million was paid with cash. On September 1, 2022, E2open, LLC made a cash payment of $54.0 million to Logistyx as the final installment payment for the Logistyx Acquisition which reflected a working capital adjustment of $3.6 million. The Logistyx sellers disputed the working capital adjustment pursuant to the terms of the Membership Interest Purchase Agreement. During October 2022, the parties agreed to a working capital adjustment of $2.6 million. The additional payment for working capital was made to Logistyx on December 5, 2022.

We account for leases in accordance with ASC 842, Leases, which requires lessees to recognize lease liabilities and ROU assets on the balance sheet for contracts that provide lessees with the right to control the use of identified assets for periods of greater than 12 months.

Our non-cancelable operating leases for our office spaces and vehicles have various expiration dates through June 2030. Under these leases, our undiscounted future cash flows utilized in the calculation of the lease liabilities as of November 30, ~~2022~~2023 were: ~~$2.6~~$2.3 million for December 1, ~~2022~~2023 through February ~~28, 2023, $8.9 million for fiscal~~29, 2024, ~~$7.0~~$8.5 million for fiscal 2025, ~~$4.4~~$6.6 million for fiscal 2026, ~~$3.0~~$5.5 million for fiscal 2027, $3.3 million for fiscal 2028 and ~~$2.5~~$2.9 million thereafter. These numbers include interest of ~~$2.7~~$3.9 million.

Our non-cancelable financing lease arrangements relate to software and computer equipment and have various expiration dates through ~~October 2023.~~November 2028. We have the right to purchase the software and computer equipment anytime during the lease or upon lease completion. Under these leases, our undiscounted future cash flows utilized in the calculation of the lease liabilities as of November 30, ~~2022~~2023 were: ~~$0.1~~$0.4 million for December 1, ~~2022~~2023 through February ~~28, 2023 and $2.0~~29, 2024, $1.4 million for fiscal ~~2024.~~2025, $1.3 million for fiscal 2026, $0.8 million for fiscal 2027, $0.8 million for fiscal 2028 and $0.6 million thereafter. These numbers include interest of ~~$0.1~~$0.8 million.

Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. Preparation of the financial statements requires management to make judgments, estimates and assumptions that impact the reported amount of revenue and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our condensed consolidated financial statements. Our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies to the Notes to the Consolidated Financial Statements in our ~~2022~~2023 Form 10-K.

There have been no changes to our critical accounting policies and estimates during the three ~~and nine~~ months ended November 30, ~~2022~~2023 from those previously disclosed in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our ~~2022 Annual Report.~~2023 Form 10-K.

Recently issued and adopted accounting pronouncements are described in Note 2, Accounting Standards to the Notes to the Unaudited Condensed Consolidated Financial Statements.

There have been no material changes in the market risks during the three ~~and nine~~ months ended November 30, ~~2022~~2023 from those previously disclosed in Part II, Item 7A., Quantitative and Qualitative Disclosures About Market Risk of our ~~2022~~2023 Form 10-K.

We have disclosure controls and procedures in place to ensure that information required to be disclosed in our reports filed or submitted under the Securities and Exchange Act of 1934, as amended (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. These controls and procedures are accumulated and communicated to management, including our Interim Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Chief Financial Officer, we performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by the Quarterly Report. In designing and evaluating these disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based on that evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

There have not been any changes in our internal controls over financial reporting during the quarter ended November 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We review our disclosure controls and procedures, which may include internal controls over financial reporting, on an ongoing basis. From time to time, management makes changes to enhance the effectiveness of these controls and ensure that they continue to meet the needs of our business over time.

In 2014, Kewill (a predecessor of BluJay) entered into a software licensing and service contract with a customer that resulted in a dispute over Kewill’s performance under the agreement. In June 2020, prior to our acquisition of BluJay, the customer filed suit. BluJay and its external counsel considered the claims meritless and intended to file a counter claim for delinquent uncollected receivables. At the time of the BluJay Acquisition in September 2021, an allowance for credit losses was recorded in purchase accounting against the uncollected receivables from this customer. No further accrual was established for this litigation at the time of the acquisition or in subsequent periods through the first quarter of fiscal 2024, as in our judgement, which was based on the advice of external legal counsel, the claims were without merit. Any loss beyond the uncollected receivables was not considered probable and the maximum exposure was believed to be immaterial. In February 2022, consistent with the related contractual terms, the case moved to binding arbitration. Upon conclusion of the arbitration proceedings in August 2023, the arbitrator ruled against BluJay. On September 14, 2023, the parties agreed to a settlement for $17.8 million which resolved the matter and released us from all alleged claims. The settlement was paid on September 20, 2023.

The settlement is not an admission of liability or wrongdoing by us or our predecessors, nor does it validate the alleged claims.

We accrued $17.8 million for the settlement in the second quarter of fiscal 2024 as part of general and administrative expenses on the Condensed Consolidated Statement of Operations.

From time to time, we have exposure and are subject to contingencies that arise in the ordinary course of ~~business.~~business for a variety of claims. We record an accrual for a contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not currently believe the resolution of any other such contingencies will have a material adverse effect upon our Unaudited Condensed Consolidated Balance Sheets, Statements of Operations or Statements of Cash Flows.

There have been no material changes in our risk factors during the three ~~and nine~~ months ended November 30, ~~2022~~2023 from those previously disclosed in Part I, Item 1A., Risk Factors of our ~~2022~~2023 Form 10-K. You should carefully consider the risk factors discussed in our ~~2022~~2023 Form 10-K, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or future results.

On January 20, 2022, the board of directors approved a $100.0 million share repurchase program (2022 Share Repurchase Program). Stock repurchases may be made from time to time in the open market, in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or other available means. The 2022 Share Repurchase Program is subject to market conditions and other factors and does not obligate us to repurchase any dollar amount or number of our Class A Common Stock and the program may be extended, modified, suspended or discontinued at any time, without prior notice.None.

~~No shares of Class A Common Stock have been repurchased to date.~~Item 5. Other Information

Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).

~~† Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request~~

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 thereunto duly authorized.


Delaware	86-1874570
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9600 Great Hills Trail, Suite 300E Austin, TX	78759
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ETWO	New York Stock Exchange
Warrants to purchase one share of Class A Common Stock at an exercise price of $11.50	ETWO-WT	New York Stock Exchange


		Page
Glossary		3
Forward-Looking Statements		4
PART I.		5
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss	7
	Condensed Consolidated Statements of Stockholders' Equity	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5553
Item 4.	Controls and Procedures	5554
PART II.	Other Information	5654
Item 1.	Legal Proceedings	5654
Item 1A.	Risk Factors	5655
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5655
Item 5.	Other Information	55
Item 6.	Exhibits	5655
Signatures		5756


Abbreviation		Term
ASC		Accounting Standards Codification

BluJay		BluJay TopCo Limited, a private limited liability company registered in England and Wales which owns BluJay Solutions, a cloud-based logistics execution platform company

~~BluJay Sellers~~		~~BluJay and its subsidiaries~~

~~CC Capital~~		~~CC NB Sponsor 1 Holdings LLC~~

Class A Common Stock		Class A common stock, par value $0.0001 per share

Class V Common Stock		Class V common stock, par value $0.0001 per share

Common Units		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 Parent Holdings, Inc.

Forward Purchase Agreement		agreement dated as of April 28, 2020, by and between CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP

Forward Purchase Warrants		5,000,000 redeemable warrants purchased pursuant to the Forward Purchase Agreement

~~Insight Partners~~		~~entities affiliated with Insight Venture Management, LLC, including funds under management; controlling unitholder of E2open Holdings, LLC~~

~~Investor Rights Agreement~~		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 and requires parties to vote in favor of director nominees recommended by the board of directors.

LIBOR		London Interbank Offered Rate

Logistyx		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.

nm		not meaningful

NYSE		New York Stock Exchange

~~PIPE~~		~~private investment in public equity; financing from institutional investors~~

~~Purchase Agreement~~		~~Share Purchase Deed entered into on May 27, 2021 with BluJay~~

RCU		restricted common units representing ~~Series 1 and~~ Series 2 of E2open Holdings, LLC

SCM		omni-channel and supply chain management

SEC		U.S. Securities and Exchange Commission

~~Temasek~~		~~Temasek Holdings (Private) Limited~~
SOFR		Secured Overnight Financing Rate

SONIA		Sterling Overnight Index Average

U.S. GAAP		generally accepted accounting principles in the United States

VWAP		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


	Three Months Ended November 30,						Nine Months Ended November 30,
(In thousands)	2022			2021			2022			2021
Net income (loss)	$	5,503		$	(64,289	)	$	(416,703	)	$	(257,632	)
Other comprehensive loss, net:
Net foreign currency translation income (loss), net of tax of ($5,395) and $10,274 as of November 30, 2022		14,369			(25,617	)		(58,086	)		(30,665	)
Net deferred losses on cash flow hedges		(420	)		—			(627	)		—
Total other comprehensive income (loss), net		13,949			(25,617	)		(58,713	)		(30,665	)
Comprehensive income (loss)		19,452			(89,906	)		(475,416	)		(288,297	)
Less: Comprehensive income (loss) attributable to noncontrolling interest		2,112			(8,516	)		(47,306	)		(39,882	)
Comprehensive income (loss) attributable to E2open Parent Holdings, Inc.	$	17,340		$	(81,390	)	$	(428,110	)	$	(248,415	)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


($ in thousands)	Fair Value
Equity consideration paid to BluJay (1)	$	730,854
Cash consideration to BluJay		350,658
Preference share consideration paid to BluJay (2)		86,190
Cash repayment of debt		334,483
Cash paid for seller transaction costs		26,686
Estimated consideration paid for the BluJay Acquisition	$	1,528,871


(In thousands, except per share data)	Consideration
Common shares subject to sales restriction		72,383
Fair value per share	$	10.097
Equity consideration paid to BluJay	$	730,854


($ in thousands)	Preliminary Purchase Price Allocation			Adjustments (4)			Final Purchase Price Allocation
Cash and cash equivalents	$	23,773		$	—		$	23,773
Account receivable, net		33,834			(12	)		33,822
Other current assets		10,352			865			11,217
Property and equipment, net		6,503			—			6,503
Operating lease right-of-use assets		9,018			—			9,018
Intangible assets		484,800			—			484,800
Goodwill (1)		1,152,084			(2,218	)		1,149,866
Non-current assets		2,200			(2,016	)		184
Accounts payable		(11,773	)		143			(11,630	)
Current liabilities (2)		(33,530	)		10,652			(22,878	)
Deferred revenue (3)		(39,283	)		—			(39,283	)
Deferred taxes		(101,936	)		(7,414	)		(109,350	)
Non-current liabilities		(7,171	)		—			(7,171	)
Total assets acquired and liabilities assumed	$	1,528,871		$	—		$	1,528,871


	Three Months Ended			Nine Months Ended
($ in millions)	November 30, 2021			November 30, 2021
Total revenue	$	147.5		$	407.4
Net loss		(69.0	)		(326.6	)
Less: Net loss attributable to noncontrolling interest		(7.2	)		(35.9	)
Net loss attributable to E2open Parent Holdings, Inc.	$	(61.8	)	$	(290.7	)


($ in thousands)	Foreign Currency Translation Adjustment			Unrealized Holding Gains (Losses) on Derivatives			Total
Balance, February 28, 2022	$	(19,019	)	$	—		$	(19,019	)

Other comprehensive loss		(68,360	)		(627	)		(68,987	)
Tax effects		10,274			—			10,274
Other comprehensive loss		(58,086	)		(627	)		(58,713	)
Balance, November 30, 2022	$	(77,105	)	$	(627	)	$	(77,732	)


Exhibit Number		Description
3.1		Certificate of Incorporation of the E2open Parent Holdings, Inc. (incorporated by reference to Exhibit 3.2 of E2open Parent Holdings, Inc.'s Form 8-K (File No. 001-39272) filed with the SEC on February 10, 2021).
3.2		Amendment to the Certificate of Incorporation of E2open Parent Holdings, Inc. (incorporated by reference to Exhibit 3.3 of E2open Parent Holdings, Inc.'s Form S-1 (File No. 333-259562) filed with the SEC on September 15, 2021).
3.3		Bylaws of the E2open Parent Holdings, Inc. (incorporated by reference to Exhibit 3.3 of E2open Parent Holdings, Inc.'s Form 8-K (File 001-39272) filed with the SEC ofon February 10, 2021).
10.1		Release and Non-Competition Agreement, by and between E2open Parent Holdings, Inc. and Michael A. Farlekas, dated October 10, 2023 (incorporated by reference to Exhibit 10.1 of E2open Parent Holdings, Inc.'s Form 8-K filed with the SEC on October 10, 2023).
10.2		Letter Agreement, by and between E2open Parent Holdings, Inc. and Andrew Appel, dated as of October 10, 2023 (incorporated by reference to Exhibit 10.2 of E2open Parent Holdings, Inc.'s Form 8-K filed with the SEC on October 10, 2023).
10.3		Restricted Stock Agreement for Andrew Appel dated October 10, 2023 (incorporated by reference to Exhibit 10.3 of E2open Parent Holdings, Inc.'s Form 8-K filed with the SEC on October 10, 2023).
10.4		Form of Retention Agreement (incorporated by reference to Exhibit 10.1 of E2open Parent Holdings, Inc.'s Form 8-K filed with the SEC on November 22, 2023).
31.1*		Certification of Interim Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Interim Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File


	E2open Parent Holdings, Inc.

Date: January 9, ~~2023~~2024	By:	/s/ ~~Michael A. Farlekas~~Andrew M. Appel
		~~Michael A. Farlekas~~Andrew M. Appel
		Interim Chief Executive Officer

Date: January 9, ~~2023~~2024	By:	/s/ Marje Armstrong
		Marje Armstrong
		Chief Financial Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company