Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 31, 2022 | Jul. 07, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | May 31, 2022 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | E2open Parent Holdings, Inc. | |
Entity Central Index Key | 0001800347 | |
Entity File Number | 001-39272 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1874570 | |
Entity Address, Address Line One | 9600 Great Hills Trail | |
Entity Address, Address Line Two | Suite 300E | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78759 | |
City Area Code | 866 | |
Local Phone Number | 432-6736 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 301,919,341 | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ETWO | |
Security Exchange Name | NYSE | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Class A Common Stock at an exercise price of $11.50 | |
Trading Symbol | ETWO-WT | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 | May 31, 2021 |
Assets | |||
Cash and cash equivalents | $ 129,191 | $ 155,481 | $ 220,748 |
Restricted cash | 26,944 | 19,073 | |
Accounts receivable - net of allowance of $4,189 and $3,055 as of May 31, 2022 and February 28, 2022, respectively | 118,867 | 155,341 | |
Prepaid expenses and other current assets | 28,629 | 26,243 | |
Total current assets | 303,631 | 356,138 | |
Long-term investments | 199 | 208 | |
Goodwill | 3,847,094 | 3,756,871 | |
Intangible assets, net | 1,193,400 | 1,181,390 | |
Property and equipment, net | 72,893 | 65,937 | |
Operating lease right-of-use assets | 28,761 | 28,102 | |
Other noncurrent assets | 20,011 | 16,809 | |
Total assets | 5,465,989 | 5,405,455 | |
Liabilities and Stockholders' Equity | |||
Accounts payable and accrued liabilities | 123,100 | 131,246 | |
Incentive program payable | 26,944 | 19,073 | |
Deferred revenue | 178,122 | 190,992 | |
Payable to Logistyx sellers | 56,943 | ||
Current portion of notes payable | 10,994 | 89,097 | |
Current portion of operating lease obligations | 8,240 | 7,652 | |
Current portion of financing lease obligations | 2,206 | 2,307 | |
Total current liabilities | 406,549 | 440,367 | |
Long-term deferred revenue | 1,562 | 1,141 | |
Operating lease obligations | 21,652 | 21,202 | |
Financing lease obligations | 1,882 | 1,950 | |
Notes payable | 1,048,156 | 863,577 | |
Tax receivable agreement liability | 68,260 | 66,590 | |
Warrant liability | 61,684 | 67,139 | |
Contingent consideration | 41,368 | 45,568 | |
Deferred taxes | 371,461 | 413,038 | |
Other noncurrent liabilities | 707 | 712 | |
Total liabilities | 2,023,281 | 1,921,284 | |
Commitments and Contingencies (Note 26) | |||
Stockholders' Equity | |||
Additional paid-in capital | 3,364,272 | 3,362,219 | |
Accumulated other comprehensive loss | (49,719) | (19,019) | |
Accumulated deficit | (166,332) | (154,976) | |
Treasury stock, at cost: 176,654 shares | (2,473) | (2,473) | |
Total E2open Parent Holdings, Inc. equity | 3,145,779 | 3,185,782 | |
Noncontrolling interest | 296,929 | 298,389 | |
Total stockholders' equity | 3,442,708 | 3,484,171 | $ 2,311,521 |
Total liabilities and stockholders' equity | 5,465,989 | 5,405,455 | |
Class A ordinary shares | |||
Stockholders' Equity | |||
Common stock | 31 | 31 | |
Class V common stock | |||
Stockholders' Equity | |||
Common stock | 0 | 0 | |
Series B-1 common stock | |||
Stockholders' Equity | |||
Common stock | 0 | 0 | |
Series B-2 common stock | |||
Stockholders' Equity | |||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 |
Accounts receivable, allowance | $ 4,189 | $ 3,055 |
Treasury stock, shares | 176,654 | |
Class A ordinary shares | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 301,602,980 | 301,536,621 |
Common stock, shares outstanding | 301,426,326 | 301,359,967 |
Class V common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 42,747,890 | 42,747,890 |
Common stock, shares issued | 33,535,839 | 33,560,839 |
Common stock, shares outstanding | 33,535,839 | 33,560,839 |
Series B-1 common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 9,000,000 | 9,000,000 |
Common stock, shares issued | 94 | 94 |
Common stock, shares outstanding | 94 | 94 |
Series B-2 common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,000,000 | 4,000,000 |
Common stock, shares issued | 3,372,184 | 3,372,184 |
Common stock, shares outstanding | 3,372,184 | 3,372,184 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Revenue | ||
Total revenue | $ 160,381 | $ 66,327 |
Cost of Revenue | ||
Amortization of acquired intangible assets | 24,901 | 11,511 |
Total cost of revenue | 78,681 | 38,159 |
Gross Profit | 81,700 | 28,168 |
Operating Expenses | ||
Research and development | 22,562 | 15,701 |
Sales and marketing | 24,155 | 12,514 |
General and administrative | 20,346 | 13,717 |
Acquisition-related expenses | 6,764 | 9,778 |
Amortization of acquired intangible assets | 21,535 | 3,830 |
Total operating expenses | 95,362 | 55,540 |
Loss from operations | (13,662) | (27,372) |
Other income (expense) | ||
Interest and other expense, net | (15,413) | (4,903) |
Change in tax receivable agreement liability | (1,670) | (2,499) |
Gain (loss) from change in fair value of contingent consideration | 4,200 | (73,260) |
Total other expenses | (7,428) | (140,605) |
Loss before income tax provision | (21,090) | (167,977) |
Income tax benefit (expense) | 8,469 | (1,378) |
Net loss | (12,621) | (169,355) |
Less: Net loss attributable to noncontrolling interest | (1,265) | (27,097) |
Net loss attributable to E2open Parent Holdings, Inc. | $ (11,356) | $ (142,258) |
Weighted average common shares outstanding: | ||
Basic | 301,373 | 187,051 |
Diluted | 301,373 | 187,051 |
Net loss attributable to E2open Parent Holdings, Inc. common shareholders per share: | ||
Basic | $ (0.04) | $ (0.76) |
Diluted | $ (0.04) | $ (0.76) |
Warrants | ||
Other income (expense) | ||
Gain (loss) from change in fair value of warrant liability | $ 5,455 | $ (59,943) |
Subscriptions | ||
Revenue | ||
Total revenue | 129,547 | 51,034 |
Cost of Revenue | ||
Cost of Revenue | 33,134 | 16,508 |
Professional Services and Other | ||
Revenue | ||
Total revenue | 30,834 | 15,293 |
Cost of Revenue | ||
Cost of Revenue | $ 20,646 | $ 10,140 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (12,621) | $ (169,355) |
Other comprehensive (loss) income, net: | ||
Net foreign currency translation (loss) income, net of tax of $19,379 as of May 31, 2022 | (30,700) | 1,475 |
Total other comprehensive (loss) income, net | (30,700) | 1,475 |
Comprehensive loss | (43,321) | (167,880) |
Less: Comprehensive loss attributable to noncontrolling interest | (4,342) | (26,861) |
Comprehensive loss attributable to E2open Parent Holdings, Inc. | $ (38,979) | $ (141,019) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
May 31, 2022 USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Foreign currency translation (loss) income, tax | $ 19,379 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Treasury Stock | Parent | Noncontrolling Interest |
Balance at Feb. 28, 2021 | $ 2,477,358 | $ 19 | $ 2,071,206 | $ 2,388 | $ 10,800 | $ 2,084,413 | $ 392,945 | |
Share-based compensation | 2,043 | 2,043 | 2,043 | |||||
Other comprehensive income (loss) | 1,475 | 1,475 | 1,475 | |||||
Net (loss) income | (169,355) | (142,258) | (142,258) | (27,097) | ||||
Balance at May. 31, 2021 | 2,311,521 | 19 | 2,073,249 | 3,863 | (131,458) | 1,945,673 | 365,848 | |
Balance at Feb. 28, 2022 | 3,484,171 | 31 | 3,362,219 | (19,019) | (154,976) | $ (2,473) | 3,185,782 | 298,389 |
Share-based compensation | 3,188 | 3,188 | 3,188 | |||||
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) | |||||
Other comprehensive income (loss) | (30,700) | (30,700) | (30,700) | |||||
Net (loss) income | (12,621) | (11,356) | (11,356) | (1,265) | ||||
Balance at May. 31, 2022 | $ 3,442,708 | $ 31 | $ 3,364,272 | $ (49,719) | $ (166,332) | $ (2,473) | $ 3,145,779 | $ 296,929 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Cash flows from operating activities | |||
Net loss | $ (12,621) | $ (169,355) | |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Depreciation and amortization | 53,297 | 20,205 | |
Amortization of deferred commissions | 849 | 158 | |
Provision for credit losses | 146 | 245 | |
Amortization of debt issuance costs | 1,378 | 667 | |
Amortization of operating lease right-of-use assets | 3,175 | 1,372 | |
Share-based compensation | 3,188 | 2,043 | |
Change in tax receivable agreement liability | 1,670 | 2,499 | |
(Gain) loss from change in fair value of contingent consideration | (4,200) | 73,260 | |
Gain on disposal of property and equipment | (187) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 41,661 | 51,771 | |
Prepaid expenses and other current assets | 864 | 552 | |
Other noncurrent assets | (743) | (1,399) | |
Accounts payable and accrued liabilities | (8,079) | (9,234) | |
Incentive program payable | 7,872 | (1,010) | |
Deferred revenue | (23,197) | 9,611 | |
Changes in other liabilities | (34,925) | (1,875) | |
Net cash provided by operating activities | 24,880 | 39,266 | |
Cash flows from investing activities | |||
Payments for acquisitions - net of cash acquired | (124,168) | ||
Capital expenditures | (19,279) | (12,385) | |
Minority investment in private firm | (3,000) | ||
Net cash used in investing activities | (146,447) | (12,385) | |
Cash flows from financing activities | |||
Proceeds from indebtedness | 190,000 | ||
Repayments of indebtedness | (82,756) | (153) | |
Repayments of financing lease obligations | (219) | (546) | |
Payments of debt issuance costs | (4,766) | ||
Net cash provided by (used in) financing activities | 102,259 | (699) | |
Effect of exchange rate changes on cash and cash equivalents | 889 | (1,161) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (18,419) | 25,021 | |
Cash, cash equivalents and restricted cash at beginning of period | 174,554 | 207,542 | $ 207,542 |
Cash, cash equivalents and restricted cash at end of period | 156,135 | 232,563 | 174,554 |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | 129,191 | 220,748 | 155,481 |
Restricted cash | 26,944 | 11,815 | |
Total cash, cash equivalents and restricted cash | 156,135 | 232,563 | $ 174,554 |
Warrants | |||
Adjustments to reconcile net loss to net cash from operating activities: | |||
(Gain) loss from change in fair value of warrant liability | $ (5,455) | $ 59,943 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
May 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 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 (IPO). 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) 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 supply chain management software. Our software combines networks, data and applications to provide a deeply embedded, mission-critical platform that allows clients to optimize their supply chain by accelerating growth, reducing costs, increasing visibility 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, industrial and transportation, among others. 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 results for the three months ended May 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending February 28, 2023 . For further information, refer to the consolidated financial statements and notes thereto included in our 2022 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. 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. |
Accounting Standards
Accounting Standards | 3 Months Ended |
May 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Standards | 2. Accounting Standards Recent Accounting Guidance Not Yet Adopted In March 2020, the 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 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 January 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. We are continuing to evaluate these standards, as well as the timing of the transition of various rates in our debt instruments affected by reference rate reform. |
Acquisitions
Acquisitions | 3 Months Ended |
May 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Logistyx Acquisition On March 2, 2022, E2open, LLC 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, subject to standard working capital adjustments and other contractual provisions, will be paid in two installments on May 31, 2022 and August 29, 2022. We have 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. The August 29, 2022 payment shall consist of at least $ 26.1 million in cash with the total payment equal to $ 57.6 million, subject to standard working capital adjustments and other contractual provisions. 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 Estimated consideration paid for the Logistyx Acquisition $ 183,356 We recorded the preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of March 2, 2022. The preliminary purchase price allocation is as follows: ($ in thousands) Preliminary Purchase Price Allocation Cash and cash equivalents $ 1,563 Account receivable, net 5,332 Other current assets 3,335 Property and equipment, net 144 Intangible assets 67,200 Goodwill (1) 125,896 Non-current assets 619 Accounts payable ( 5,897 ) Current liabilities ( 3,931 ) Deferred revenue (2) ( 10,747 ) Non-current liabilities ( 158 ) Total assets acquired and liabilities assumed $ 183,356 (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 is 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. The fair value of the intangible assets is as follows: ($ in thousands) Useful Lives Fair Value Trade name 1 $ 500 Developed technology (1) 6.4 33,600 Client relationships (2) 13 32,300 Backlog (3) 2.5 800 Total intangible assets $ 67,200 (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 $ 3.0 million ($ 0.7 million as of February 28, 2022) of expenses directly related to the Logistyx Acquisition through May 31, 2022 which are included in acquisition-related expense 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 of acquisition-related advisory fees and other expenses related to the Logistyx Acquisition on behalf of Logistyx. These expenses were 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 preliminary 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. The preliminary purchase price allocation is as follows: ($ in thousands) Preliminary Purchase Price Allocation Adjustments (4) Updated Preliminary 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. The preliminary allocation of the purchase price is based on preliminary valuations performed to determine the fair value of the net assets as of September 1, 2021. This allocation is subject to revision as the assessment is based on preliminary information subject to refinement. 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 expense 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, as well as include a six-month lock-up period from September 1, 2021 through February 28, 2022 for certain equity holders of E2open and BluJay. The Investor Rights Agreement also 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 ($ in millions) May 31, 2021 Total revenue $ 123.6 Net loss ( 212.8 ) Less: Net loss attributable to noncontrolling interest ( 23.4 ) Net loss attributable to E2open Parent Holdings, Inc. $ ( 189.4 ) |
Liquidity and Capital Resources
Liquidity and Capital Resources | 3 Months Ended |
May 31, 2022 | |
Liquidity And Capital Resources [Abstract] | |
Liquidity and Capital Resources | 4. Liquidity and Capital Resources 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, debt repayments, capital expenditures and operating expenses. Our ability to expand and grow our business will depend on many factors, including working capital needs and the evolution of operating cash flows. We had $ 129.2 million in cash and cash equivalents as of May 31, 2022. We believe our existing cash and cash equivalents, cash provided by operating activities, and, if necessary, the borrowing capacity of up to $ 155.0 milli on available under our 2021 Revolving Credit Facility (see Note 13, Notes Payable ) will be sufficient to meet our working capital, debt repayment and capital expenditure requirements 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. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
May 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | 5. Accounts Receivable Accounts receivable, net consisted of the following: ($ in thousands) May 31, 2022 February 28, 2022 Accounts receivable $ 107,214 $ 143,799 Unbilled receivables 15,842 14,597 Less: Allowance for credit losses ( 4,189 ) ( 3,055 ) Accounts receivable, net $ 118,867 $ 155,341 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. The allowance for credit losses was comprised of the following: ($ in thousands) Amount Balance, February 28, 2021 $ ( 908 ) BluJay Acquisition ( 1,779 ) Additions (1) ( 1,917 ) Write-offs 1,549 Balance, February 28, 2022 ( 3,055 ) Logistyx Acquisition ( 329 ) Additions (1) ( 1,699 ) Write-offs 894 Balance, May 31, 2022 $ ( 4,189 ) (1) Includes the provision for credit losses and the reduction to deferred revenue. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 3 Months Ended |
May 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | 6. Prepaid and Other Current Assets Prepaid expenses and other current assets consisted of the following: ($ in thousands) May 31, 2022 February 28, 2022 Prepaid software and hardware license and maintenance fees $ 5,853 $ 6,022 Income and other taxes receivable 4,401 4,544 Prepaid insurance 4,951 3,401 Deferred commissions 3,153 2,867 Prepaid marketing 1,911 1,124 Security deposits 1,722 1,044 Other prepaid expenses and other current assets 6,638 7,241 Total prepaid expenses and other current assets $ 28,629 $ 26,243 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. |
Goodwill
Goodwill | 3 Months Ended |
May 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. Goodwill 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) 125,896 Currency translation adjustment ( 30,218 ) Balance, May 31, 2022 $ 3,847,094 (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) Represents the goodwill acquired in the Logistyx Acquisition as of March 2, 2022. See Note 3, Acquisitions for additional information. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
May 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 8. Intangible Assets, Net Intangible assets, net consisted of the following: May 31, 2022 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 110,000 $ — $ 110,000 Definite-lived: Client relationships 13.7 504,658 ( 63,736 ) 440,922 Technology 7.3 693,779 ( 96,848 ) 596,931 Content library 10.0 50,000 ( 6,622 ) 43,378 Trade name 1.0 3,979 ( 2,530 ) 1,449 Backlog 2.5 800 ( 80 ) 720 Total definite-lived 1,253,216 ( 169,816 ) 1,083,400 Total intangible assets $ 1,363,216 $ ( 169,816 ) $ 1,193,400 February 28, 2022 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,998 $ — $ 109,998 Definite-lived: Client relationships 13.6 476,584 ( 45,467 ) 431,117 Technology 7.3 666,160 ( 72,414 ) 593,746 Content library 10.0 50,000 ( 5,372 ) 44,628 Trade name 1.0 3,705 ( 1,804 ) 1,901 Total definite-lived 1,196,449 ( 125,057 ) 1,071,392 Total intangible assets $ 1,306,447 $ ( 125,057 ) $ 1,181,390 The e2open trade name is indefinite-lived. Acquired trade names are definite-lived as over time we rebrand acquired products and services as e2open. 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 $ 46.4 million and $ 15.3 million for the three months ended May 31, 2022 and 2021 , respectively. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
May 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 9. Property and Equipment, Net Property and equipment, net consisted of the following: ($ in thousands) May 31, 2022 February 28, 2022 Computer equipment $ 39,854 $ 33,228 Software 49,758 43,821 Furniture and fixtures 3,596 3,509 Leasehold improvements 10,338 9,067 Gross property and equipment 103,546 89,625 Less accumulated depreciation and amortization ( 30,653 ) ( 23,688 ) Property and equipment, net $ 72,893 $ 65,937 Computer equipment and software include assets held under financing leases. Amortization of assets held under financing leases is included in depreciation expense. See Note 24, Leases for additional information regarding our financing leases. Depreciation expense was $ 6.9 m illion and $ 4.9 million for the three months ended May 31, 2022 and 2021, respectively. We had capitalized software costs of $ 23.6 million and $ 20.9 million as of May 31, 2022 and February 28, 2022, respectively. We recognized $ 0.9 m illion and $ 0.7 m illion of amortized capitalized software development costs for the three months ended May 31, 2022 and 2021 , respectively. |
Investments
Investments | 3 Months Ended |
May 31, 2022 | |
Schedule of Investments [Abstract] | |
Investments | 10. Investments On February 4, 2022, we made a minority investment of $ 2.5 million in a private firm focused on supply chain financing. We made the required second investment of $ 2.5 million on May 5, 2022 along with $ 0.5 million of transaction fees. 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 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 no t recorded any impairment charges related to this minority investment. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
May 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 11. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: ($ in thousands) May 31, 2022 February 28, 2022 Accrued compensation $ 32,511 $ 63,101 Accrued severance and retention 1,502 1,909 Trade accounts payable 35,563 33,158 Accrued professional services 3,728 5,440 Restructuring liability 307 778 Taxes payable 24,533 2,702 Interest payable 3,940 2,398 Client deposits 2,322 2,214 Other 18,694 19,546 Total accounts payable and accrued liabilities $ 123,100 $ 131,246 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 17, Severance and Exit Costs for additional information. |
Tax Receivable Agreement
Tax Receivable Agreement | 3 Months Ended |
May 31, 2022 | |
Tax Receivable Agreement [Abstract] | |
Tax Receivable Agreement | 12. Tax Receivable Agreement E2open Holdings entered into a Tax Receivable Agreement with 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 Common Units or exchange of the Common Units for shares of Class A Common Stock and cash, as well as 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 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 the 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 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 preliminarily 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. 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 and relevant tax law, we have calculated the fair value of the 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 revalued at the end of each reporting period with the gain or loss as well as the associated interest reflected in the change in tax receivable agreement liability in the Condensed Consolidated Statements of Operations in the period in which the event occurred. Interest will accrue on the tax receivable agreement liability at a rate of LIBOR plus 100 basis points. 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. The Tax Receivable Agreement liability was $ 68.3 mill ion and $ 66.6 million as of May 31, 2022 and February 28, 2022, respectively. The discount rate used for the ASC 805 calculation wa s 8.9 % and 8.2 % as of May 31, 2022 and February 28, 2022, respectively, based on our cost of debt plus an incremental premium. During the three months ended May 31, 2022 and 2021 , a loss of $ 1.7 million and $ 2.5 million, respectively, was recorded as a change in the tax receivable agreement liability on the Condensed Consolidated Statements of Operations related to the ASC 805 discounted liability. There was no adjustment recorded related to the ASC 450 liability during the three months ended May 31, 2022 and 2021 . |
Notes Payable
Notes Payable | 3 Months Ended |
May 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 13. Notes Payable Notes payable outstanding were as follows: ($ in thousands) May 31, 2022 February 28, 2022 2021 Term Loan $ 1,086,422 $ 899,163 2021 Revolving Credit Facility — 80,000 Other notes payable 32 47 Total notes payable 1,086,454 979,210 Less unamortized debt issuance costs ( 27,304 ) ( 26,536 ) Total notes payable, net 1,059,150 952,674 Less current portion ( 10,994 ) ( 89,097 ) Notes payable, less current portion, net $ 1,048,156 $ 863,577 2021 Term Loan and Revolving Credit Facility On February 4, 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. On September 1, 2021, the 2021 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. On April 6, 2022, the 2021 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 each February, May, August and November commencing August 2021. The Credit Agreement was payable in quarterly installments of $ 1.3 mill ion 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 proceeds from the $ 190.0 incremental term loan were used to repay the $ 80.0 million outstanding balance under the 2021 Revolving Credit Facility incurred to finance the initial payment for the Logistyx Acquisition. The additional cash was used to pay the $ 37.4 million payment due to Logistyx in May 2022 and may be used to pay the remaining $ 57.6 million payment due to Logistyx in August 2022, should we elect to pay in cash rather than a combination of cash and stock, and may be used for share repurchases or other general corporate purposes. 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 May 31, 2022 and February 28, 2022, the 2021 Term Loan had a variable interest rate of 4.83 % and 4.00 %, respectively. There were no outstanding borrowings, no letters of credit and $ 155.0 million available borrowing capacity under the 2021 Revolving Credit Facility as of May 31, 2022 . There were $ 80.0 million borrowings outstanding at an interest rate of 5.25 %, no letters of credit and $ 75.0 million available borrowing capacity under the 2021 Revolving Credit Facility as of February 28, 2022. We were in compliance with the First Lien Leverage Ratio for the Credit Agreement as of May 31, 2022 and February 28, 2022 . |
Contingent Consideration
Contingent Consideration | 3 Months Ended |
May 31, 2022 | |
Contingent Consideration [Abstract] | |
Contingent Consideration | 14. 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 remeasured at each reporting date and adjusted if necessary. Any gain or loss recognized from the remeasurement will be 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 $ 41.4 mill ion and $ 45.6 million as of May 31, 2022 and February 28, 2022, respectively. The fair value remeasurements resulted in a gain of $ 4.2 mill ion and loss of $ 63.4 million for the three months ended May 31, 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 May 31, 2022. There were 3,372,184 shares of Series B-2 common stock outstanding as of May 31, 2022 and February 28, 2022 , respectively. 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 of the Series 1 RCU vesting. There were 2,627,724 shares of Series 2 RCUs outstanding as of May 31, 2022 and February 28, 2022 , respectively. 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 (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. Sponsor Side Letter 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. The fair value remeasurements resulted in a loss of $ 9.9 million for the three months ended May 31, 2021 . |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
May 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Fair Value Measurement | 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; accounts payable; and acquisition-related obligations 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. 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 May 31, 2022 and February 28, 2022, the fair value of the cash and cash equivalents, restricted cash, notes payable and financing lease obligations approximates their recorded values. The following tables set forth details about our investments: ($ in thousands) Cost Gross Gross Fair Value May 31, 2022 Asset-backed securities $ 162 $ 37 $ — $ 199 February 28, 2022 Asset-backed securities $ 162 $ 46 $ — $ 208 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: May 31, 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 — 199 — 199 Total investments — 199 — 199 Total assets $ 4 $ 199 $ — $ 203 Liabilities: Tax receivable agreement liability $ — $ — $ 51,938 $ 51,938 Warrant liability 24,150 — 37,534 61,684 Contingent consideration — — 41,368 41,368 Total liabilities $ 24,150 $ — $ 130,840 $ 154,990 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 Contingent Consideration The following table provides a reconciliation of the beginning and ending balances of acquisition related accrued earn-outs and contingent consideration using significant unobservable inputs (Level 3) from March 1, 2022 through May 31, 2022 and March 1, 2021 through February 28, 2022: ($ in thousands) May 31, 2022 February 28, 2022 Beginning of period $ 45,568 $ 152,808 Conversion to Class A Common Stock — ( 175,000 ) Cash payments — ( 2,000 ) (Gain) loss from fair value of contingent consideration ( 4,200 ) 69,760 End of period $ 41,368 $ 45,568 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. Tax Receivable Agreement 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 May 31, 2022 and March 1, 2021 through February 28, 2022: ($ in thousands) May 31, 2022 February 28, 2022 Beginning of period $ 50,268 $ 50,114 Loss from fair value of tax receivable agreement liability 1,670 154 End of period $ 51,938 $ 50,268 The change in the fair value of the tax receivable agreement liability is recorded in change in tax receivable agreement liability in the Condensed Consolidated Statements of Operations. Warrants 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 May 31, 2022 and March 1, 2021 through February 28, 2022 : ($ in thousands) May 31, 2022 February 28, 2022 Beginning of period $ 67,139 $ 68,772 Gain from fair value of warrant liability ( 5,455 ) ( 1,633 ) End of period $ 61,684 $ 67,139 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 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 valued using a Monte Carlo simulation model. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield and risk-free interest rates. These valuation models use unobservable market input, and therefore the liabilities are 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 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. |
Revenue
Revenue | 3 Months Ended |
May 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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 May 31, ($ in thousands) 2022 2021 Americas $ 134,835 $ 63,318 Europe 19,944 1,324 Asia Pacific 5,602 1,685 Total revenue $ 160,381 $ 66,327 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 83 % and 95 % during the three months ended May 31, 2022 and 2021, respectively. No other country represented more than 10% of total revenue during these periods. During the three months ended May 31, 2022 and 2021, we recorded a $ 0.1 m illion and $ 22.5 million reduction to revenue to amortize the deferred revenue fair value adjustment that resulted from the purchase price allocation in the Business Combination, 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 May 31, 2022 and February 28, 2022, approximat ely $ 718.1 million and $ 767.9 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 we re $ 15.8 milli on and $ 14.6 million as of May 31, 2022 and February 28, 2022, 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 $ 179.7 mi llion and $ 192.1 million as of May 31, 2022 and February 28, 2022, respectively. Revenue recognized during the three months ended May 31, 2022, included in deferred revenue on the Condensed Consolidated Balance Sheets as of February 28, 2022, w as $ 57.9 millio n. 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 May 31, 2022 and February 28, 2022, the fair value adjustment to reduce deferred revenue as part of the Business Combination was $ 0.3 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 as of March 1, 2019, we began deferring and amortizing sales commissions that are incremental and directly related to obtaining client contracts. Amortization expense of $ 0.8 mi llion and $ 0.2 million was recorded in sales and marketing expense in the Condensed Consolidated Statements of Operations for the three months ended May 31, 2022 and 2021, respectively. Certain sales commissions that would have an amortization period of less than a year are expensed as incurred in sales and marketing expense. As of May 31, 2022 and February 28, 2022, we had a total of $ 11.6 m illion and $ 12.2 million of capitalized sales commissions included in prepaid expenses and other current assets and other noncurrent assets in the Condensed Consolidated Balance Sheets, respectively. |
Severance and Exit Costs
Severance and Exit Costs | 3 Months Ended |
May 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Severance and Exit Costs | 17. Severance and Exit Costs In connection with acquisitions, we conduct pre and post-acquisition related operational reviews to reallocate resources to strategic areas of the business. The operational reviews resulted in workforce reductions, lease obligations related to properties that were vacated and other expenses. Severance and exit costs included in acquisition-related expenses in the Condensed Consolidated Statements of Operations were as follows: Three Months Ended May 31, ($ in thousands) 2022 2021 Severance $ 1,822 $ 40 Lease exits 109 322 Total severance and exit costs $ 1,931 $ 362 Included in accounts payable and accrued liabilities as of May 31, 2022 and February 28, 2022 was a restructuring liability balance, primarily consisting of lease related obligations, of $ 0.3 m illion and $ 0.8 million, respectively, and a restructuring severance liability of $ 1.5 m illion and $ 1.9 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 May 31, 2022 and March 1, 2021 through February 28, 2022: ($ in thousands) May 31, 2022 February 28, 2022 Beginning of period $ 2,687 $ 1,988 Payments ( 2,434 ) ( 7,302 ) Impairment of right-of-use assets ( 375 ) ( 580 ) Expenses 1,931 8,581 End of period $ 1,809 $ 2,687 In the 2022 Form 10-K, $ 0.8 million of accrued expenses related to accrued severance and retention were reflected in accrued compensation. This amount has been reclassified to accrued severance and retention to correspond to the current year presentation. |
Warrants
Warrants | 3 Months Ended |
May 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 18. Warrants As of May 31, 2022 and February 28, 2022 , there were an aggregate of 29,079,872 warrants outstanding, which include the public warrants, private placement warrants and Forward Purchase Warrants. 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 effectiveness of our Form S-1 which was initially filed on March 5, 2021 and deemed effective on March 29, 2021. The public warrants became exercisable on April 28, 2021 . The public warrants, private placement warrants and Forward Purchase Warrants will expire five years after the Closing Date, or earlier upon redemption or liquidation. Once the warrants became exercisable, we have the option to redeem the outstanding warrants 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 $ 61.7 million and $ 67.1 million as of May 31, 2022 and February 28, 2022, respectively. During the three months ended May 31, 2022 and 2021, a gain of $ 5.5 m illion and loss of $ 59.9 million was recognized in gain (loss) from change in fair value of the warrant liability in the Condensed Consolidated Statements of Operations, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
May 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 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 May 31, 2022 and February 28, 2022, there w ere 301,602,980 and 301,536,621 shares of Class A Common Stock issued, respectively, a nd 301,426,326 and 301,359,967 shares of Class A Common Stock outstanding, respectively. Class V Common Stock We were authorized to issue 40,000,000 Class V common stock with a par value of $ 0.0001 per share. As of August 19, 2021, the number of shares authorized for issuance was 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 May 31, 2022 and February 28, 2022, there were 33,535,839 and 33,560,839 shares of Class V Common Stock issued and outstanding, respectively, and 9,212,051 a nd 9,187,051 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 basis to their Common Units which in essence allows each holder one vote per Common 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) 25,000 ( 25,000 ) — — Vesting of restricted awards, net of shares (2) 41,359 — — — Balance, May 31, 2022 301,426,326 33,535,839 94 3,372,184 (1) Class A Common Stock issued for the conversion of Common Units settled in stock. Class V Common Stock are retired on a one-for-one basis when Common Units are converted into Class A Common Stock. (2) 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 $ 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. 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 are typically 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. |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
May 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | . Noncontrolling Interests Noncontrolling interest represents the portion of E2open Holdings that we control and consolidate but do not own. As of May 31, 2022 and February 28, 2022 , the noncontrolling interests represent a 10.0 % ownership in E2open Holdings. 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, 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 months ended May 31, 2022 , 25,000 Common Units were converted into Class A Common Stock with a value of $ 0.2 million based off the 5-day VWAP. No Common Units were converted or settled in cash during the three months ended May 31, 2021 . This activity resulted in a decrease to noncontrolling interests of $ 0.2 million during the three months ended May 31, 2022. As of May 31, 2022 and February 28, 2022, there were a total of 33.5 m illion and 33.6 million Common Units held by participants of E2open Holdings, respectively. 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. |
Other Comprehensive Loss Income
Other Comprehensive Loss Income | 3 Months Ended |
May 31, 2022 | |
Statement of Other Comprehensive Income [Abstract] | |
Other Comprehensive Loss Income | 21. Other Comprehensive Loss Income We did not reclass any items to the Condensed Consolidated Statements of Operations from accumulated other comprehensive loss during the three months ended May 31, 2022 and 2021. Accumulated other comprehensive loss in the equity section of our Condensed Consolidated Balance Sheets includes: ($ in thousands) May 31, 2022 February 28, 2022 Foreign currency translation adjustment $ ( 69,098 ) $ ( 31,004 ) Income tax effect 19,379 11,985 Accumulated other comprehensive loss, net of tax $ ( 49,719 ) $ ( 19,019 ) Accumulated foreign currency translation adjustments are reclassified to net income (loss) when realized upon sale or upon complete, or substantially complete, liquidation of the investment in the foreign entity. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
May 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 22. Earnings Per Share Basic earnings per share is calculated as net loss divided by the average number of shares of common stock outstanding. Diluted earnings per share assumes, when dilutive, the issuance of the net incremental shares from options and restricted shares. The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss: Three Months Ended May 31, (in thousands, except per share data) 2022 2021 Net loss per share: Numerator - basic: Net loss per share: $ ( 12,621 ) $ ( 169,355 ) Less: Net loss attributable to noncontrolling interests ( 1,265 ) ( 27,097 ) Net loss attributable to E2open Parent Holdings, Inc. - basic $ ( 11,356 ) $ ( 142,258 ) Numerator - diluted: Net loss attributable to E2open Parent Holdings, Inc. - basic $ ( 11,356 ) $ ( 142,258 ) Add: Net loss and tax effect attributable to noncontrolling interests — — Net loss attributable to E2open Parent Holdings, Inc. - diluted $ ( 11,356 ) $ ( 142,258 ) Denominator - basic: Weighted average shares outstanding - basic 301,373 187,051 Net loss per share - basic $ ( 0.04 ) $ ( 0.76 ) Denominator - diluted: Weighted average shares outstanding - basic 301,373 187,051 Weighted average effect of dilutive securities: Shares related to Common Units — — Weighted average shares outstanding - diluted 301,373 187,051 Diluted net loss per common share $ ( 0.04 ) $ ( 0.76 ) Potential common shares issuable to employee or directors upon exercise or conversion of shares under our share-based compensation plans and upon exercise of warrants 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 loss per common share as their effect would be anti-dilutive: Three Months Ended May 31, 2022 2021 Shares related to Series B-1 common stock 94 8,120,367 Shares related to Series B-2 common stock 3,372,184 3,372,184 Shares related to restricted common units Series 1 — 4,379,557 Shares related to restricted common units Series 2 2,627,724 2,627,724 Shares related to warrants (1) 29,079,872 29,079,972 Shares related to Common Units 33,559,480 35,636,680 Shares related to options 2,292,227 2,416,628 Share related to performance based restricted stock 1,809,676 111,311 Shares related to time based restricted stock 1,646,377 114,221 Units/Shares excluded from the dilution computation 74,387,634 85,858,644 (1) The warrants include the public warrants, private placement warrants and Forward Purchase Warrants. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
May 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 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 the 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, an additional 4,849,684 shares have been reserved for issuance under the "evergreen " provision. 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 under limited conditions. Our board of directors have approved the grant of options and RSUs under the 2021 Incentive Plan. The fiscal year 2022 options were 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 . The fiscal year 2023 options are performance based and measured based on obtaining an organic growth, adjusted EBITDA and net booking targets 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 . Our executive officers and senior management are granted these performance 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. As of May 31, 2022, there were 4,461,380 unvested performance based options. The RSUs are either performance based or time based. The fiscal year 2022 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 RSU's vesting equally over the following three years . The fiscal year 2023 performance based RSUs are measured based on obtaining an organic growth, adjusted EBITDA and net bookings target over a one-year period with a quarter of the RSUs vesting at the end of the performance period and the remaining RSU's vesting equally over the following three 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 RSUs granted during May 2021 was finalized in April 2022 above 100 % and adjusted accordingly. The time based RSUs for executive officers, senior management and employees vest ratably over a three-year period while the time based RSUs for non-employee directors of our board of directors have a one-year vesting period. As of May 31, 2022, there were 2,551,623 performance based RSUs and 3,324,407 time based RSUs that were vested or expected to vest with a total intrinsic value of $ 47.5 million. Performance based RSUs of 231,682 have vested but have not been released as of May 31, 2022 . Time based RSUs of 369,189 have vested but have not been released as of May 31, 2022. As of May 31, 2022, there we re 9,038,402 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 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 ( 875 ) 9.82 Balance, May 31, 2022 4,924 $ 8.46 9.6 Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Balance, February 28, 2021 — $ — — Granted 2,583 9.86 Balance, May 31, 2021 2,583 $ 9.86 9.8 As of May 31, 2022, there was $ 16.9 million of unrecognized compensation cost related to unvested options. The aggregate intrinsic value of outstanding stock option awards was $ 1.0 million as of May 31, 2022. Activity under the 2021 Incentive Plan related to RSUs was as follows: Number of Units 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 3,719 8.26 Added by performance factor 300 12.87 Released ( 56 ) 12.87 Canceled and forfeited ( 190 ) 11.43 Balance, May 31, 2022 5,876 $ 9.85 2.9 Number of Units Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2021 — $ — — Granted 2,075 12.87 Balance, May 31, 2021 2,075 $ 12.87 3.4 As of May 31, 2022, there was $ 43.9 million of unrecognized compensation cost related to unvested RSUs. The aggregate intrinsic value of the RSUs was $ 47.5 mil lion as of May 31, 2022 which is the outstanding RSUs valued at the closing price of our Class A Common Stock on May 31, 2022. The estimated grant-date fair values of the options granted during the three months ended May 31, 2022 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Expected term (in years) 6.25 Expected equity price volatility 44.17 % Risk-free interest rate 2.91 % Expected dividend yield 0 % The table below sets forth the functional classification in the Condensed Consolidated Statements of Operations of our equity-based compensation expense: Three Months Ended May 31, ($ in thousands) 2022 2021 Cost of revenue $ 221 $ 200 Research and development 479 323 Sales and marketing 750 282 General and administrative 1,738 1,238 Total share-based compensation $ 3,188 $ 2,043 |
Leases
Leases | 3 Months Ended |
May 31, 2022 | |
Leases [Abstract] | |
Leases | 24. Leases 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 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. We currently do not have any short-term leases. 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 in the Condensed Consolidated Statements of Operations. Real Estate Leases We lease our primary office space 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 with proper notification. Additionally, we have a sublease on one of our office leases. Several of the operating lease agreements require us to provide security deposits. As of May 31, 2022, and February 28, 2022, lease deposits wer e $ 4.2 mi llion and $ 3.6 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. Vehicle Leases We lease vehicles under non-cancelable operating lease arrangements which have various expiration dates through June 2025 . 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 . 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 presents the amounts and classifications of our estimated ROU assets, net and lease liabilities: ($ in thousands) Balance Sheet Location May 31, 2022 February 28, 2022 Operating lease right-of-use assets Operating lease right-of-use assets $ 28,761 $ 28,102 Finance lease right-of-use asset Property and equipment, net 3,108 3,719 Total right-of-use assets $ 31,869 $ 31,821 ($ in thousands) Balance Sheet Location May 31, 2022 February 28, 2022 Operating lease liability - current Current portion of operating lease obligations $ 8,240 $ 7,652 Operating lease liability Operating lease obligations 21,652 21,202 Finance lease liability - current Current portion of finance lease obligations 2,206 2,307 Finance lease liability Finance lease obligations 1,882 1,950 Total lease liabilities $ 33,980 $ 33,111 Lease Cost and Cash Flows The following table summarizes our total lease cost: Three Months Ended May 31, ($ in thousands) 2022 2021 Finance lease cost: Amortization of right-of-use asset $ 611 $ 1,193 Interest on lease liability 70 130 Finance lease cost 681 1,323 Operating lease cost: Operating lease cost 1,372 1,349 Variable lease cost 2,096 801 Sublease income ( 228 ) ( 174 ) Operating net lease cost 3,240 1,976 Total net lease cost $ 3,921 $ 3,299 We currently do not have any short-term leases. Supplemental cash flow information related to leases was as follows: Three Months Ended May 31, ($ in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 2,712 $ 1,313 The following table presents the weighted-average remaining lease terms and discount rates of our leases: Three Months Ended May 31, 2022 2021 Weighted-average remaining lease term (in years): Finance lease 1.14 1.82 Operating lease 6.42 5.27 Weighted-average discount rate: Finance lease 9.20 % 9.20 % Operating lease 5.23 % 4.39 % Lease Liability Maturity Analysis The following table reflects the undiscounted future cash flows utilized in the calculation of the lease liabilities as of May 31, 2022: ($ in thousands) Operating Leases Finance Leases June 2022 - February 2023 $ 7,593 $ 2,146 2024 8,520 2,105 2025 6,612 — 2026 4,386 — 2027 3,347 — Thereafter 2,878 — Total 33,336 4,251 Less: Present value discount ( 3,444 ) ( 163 ) Lease liabilities $ 29,892 $ 4,088 |
Income Taxes
Income Taxes | 3 Months Ended |
May 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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” income or loss (pretax income or loss excluding discrete items) for the reporting period. Our provision for income taxes was a benefit of $ 8.5 million, or 40.2 %, f or the three months ended May 31, 2022 compared to expense of $ 1.4 million, or 0.8 %, for the three months ended May 31, 2021 . The current year-to-date loss before income taxes of $ 21.1 million resulted in an $ 8.5 million income tax benefit primarily due to the impact of losses from affiliates on the carrying amount of the partnership investment and changes in certain nondeductible equity and contingent liabilities. The change in the provision for income taxes for the three months ended May 31, 2022 as compared to the three months ended May 31, 2021 was primarily due to year-over-year changes in book losses in certain jurisdictions for which no benefit can be recognized, 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. As of May 31, 2022 and February 28, 2022 , 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 May 31, 2022 and February 28, 2022 , 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
May 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 26. Commitments and Contingencies From time to time, we are subject to contingencies that arise in the ordinary course of business. 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 such contingencies will have a material adverse effect upon our Condensed Consolidated Balance Sheets, Statements of Operations or Statements of Cash Flows. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
May 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 27. Supplemental Cash Flow Information Supplemental cash flow information and non-cash investing and financing activities are as follows: Three Months Ended May 31, (In thousands) 2022 2021 Supplemental cash flow information - Cash paid for: Interest $ 9,805 $ 5,192 Income taxes 1,971 463 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities 8,020 1,933 Right-of-use assets obtained in exchange for operating lease obligations 3,524 22,420 Shares withheld for taxes on vesting of restricted stock 1,330 — Conversion of Common Units to Class A Common Stock 195 — |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 3 Months Ended |
May 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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 results for the three months ended May 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending February 28, 2023 . For further information, refer to the consolidated financial statements and notes thereto included in our 2022 Form 10-K. |
Use of Estimates | 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. |
Seasonality | 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. |
Recently Adopted Accounting Guidance and Recent Accounting Guidance Not Yet Adopted | Recent Accounting Guidance Not Yet Adopted In March 2020, the 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 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 January 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. We are continuing to evaluate these standards, as well as the timing of the transition of various rates in our debt instruments affected by reference rate reform. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
May 31, 2022 | |
Business Acquisition [Line Items] | |
Summary of Unaudited Pro Forma Information | 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 ($ in millions) May 31, 2021 Total revenue $ 123.6 Net loss ( 212.8 ) Less: Net loss attributable to noncontrolling interest ( 23.4 ) Net loss attributable to E2open Parent Holdings, Inc. $ ( 189.4 ) |
Logistyx Technologies, LLC | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Value of Business Combination and Consideration Paid for Acquisition | 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 Estimated consideration paid for the Logistyx Acquisition $ 183,356 |
Schedule of Allocation of Purchase Price | The preliminary purchase price allocation is as follows: ($ in thousands) Preliminary Purchase Price Allocation Cash and cash equivalents $ 1,563 Account receivable, net 5,332 Other current assets 3,335 Property and equipment, net 144 Intangible assets 67,200 Goodwill (1) 125,896 Non-current assets 619 Accounts payable ( 5,897 ) Current liabilities ( 3,931 ) Deferred revenue (2) ( 10,747 ) Non-current liabilities ( 158 ) Total assets acquired and liabilities assumed $ 183,356 (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 is 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. |
Summary of Fair Value of Intangible Assets | The fair value of the intangible assets is as follows: ($ in thousands) Useful Lives Fair Value Trade name 1 $ 500 Developed technology (1) 6.4 33,600 Client relationships (2) 13 32,300 Backlog (3) 2.5 800 Total intangible assets $ 67,200 (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. |
BluJay | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Value of Business Combination and Consideration Paid for Acquisition | 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. |
Schedule of Allocation of Purchase Price | The preliminary purchase price allocation is as follows: ($ in thousands) Preliminary Purchase Price Allocation Adjustments (4) Updated Preliminary 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. |
Summary of Fair Value of Intangible Assets | 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. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
May 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consisted of the following: ($ in thousands) May 31, 2022 February 28, 2022 Accounts receivable $ 107,214 $ 143,799 Unbilled receivables 15,842 14,597 Less: Allowance for credit losses ( 4,189 ) ( 3,055 ) Accounts receivable, net $ 118,867 $ 155,341 |
Schedule of Allowance for Credit Losses | The allowance for credit losses was comprised of the following: ($ in thousands) Amount Balance, February 28, 2021 $ ( 908 ) BluJay Acquisition ( 1,779 ) Additions (1) ( 1,917 ) Write-offs 1,549 Balance, February 28, 2022 ( 3,055 ) Logistyx Acquisition ( 329 ) Additions (1) ( 1,699 ) Write-offs 894 Balance, May 31, 2022 $ ( 4,189 ) (1) Includes the provision for credit losses and the reduction to deferred revenue. |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 3 Months Ended |
May 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: ($ in thousands) May 31, 2022 February 28, 2022 Prepaid software and hardware license and maintenance fees $ 5,853 $ 6,022 Income and other taxes receivable 4,401 4,544 Prepaid insurance 4,951 3,401 Deferred commissions 3,153 2,867 Prepaid marketing 1,911 1,124 Security deposits 1,722 1,044 Other prepaid expenses and other current assets 6,638 7,241 Total prepaid expenses and other current assets $ 28,629 $ 26,243 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
May 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes In Goodwill | 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) 125,896 Currency translation adjustment ( 30,218 ) Balance, May 31, 2022 $ 3,847,094 (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) Represents the goodwill acquired in the Logistyx Acquisition as of March 2, 2022. See Note 3, Acquisitions for additional information. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
May 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: May 31, 2022 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 110,000 $ — $ 110,000 Definite-lived: Client relationships 13.7 504,658 ( 63,736 ) 440,922 Technology 7.3 693,779 ( 96,848 ) 596,931 Content library 10.0 50,000 ( 6,622 ) 43,378 Trade name 1.0 3,979 ( 2,530 ) 1,449 Backlog 2.5 800 ( 80 ) 720 Total definite-lived 1,253,216 ( 169,816 ) 1,083,400 Total intangible assets $ 1,363,216 $ ( 169,816 ) $ 1,193,400 February 28, 2022 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,998 $ — $ 109,998 Definite-lived: Client relationships 13.6 476,584 ( 45,467 ) 431,117 Technology 7.3 666,160 ( 72,414 ) 593,746 Content library 10.0 50,000 ( 5,372 ) 44,628 Trade name 1.0 3,705 ( 1,804 ) 1,901 Total definite-lived 1,196,449 ( 125,057 ) 1,071,392 Total intangible assets $ 1,306,447 $ ( 125,057 ) $ 1,181,390 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
May 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: ($ in thousands) May 31, 2022 February 28, 2022 Computer equipment $ 39,854 $ 33,228 Software 49,758 43,821 Furniture and fixtures 3,596 3,509 Leasehold improvements 10,338 9,067 Gross property and equipment 103,546 89,625 Less accumulated depreciation and amortization ( 30,653 ) ( 23,688 ) Property and equipment, net $ 72,893 $ 65,937 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
May 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: ($ in thousands) May 31, 2022 February 28, 2022 Accrued compensation $ 32,511 $ 63,101 Accrued severance and retention 1,502 1,909 Trade accounts payable 35,563 33,158 Accrued professional services 3,728 5,440 Restructuring liability 307 778 Taxes payable 24,533 2,702 Interest payable 3,940 2,398 Client deposits 2,322 2,214 Other 18,694 19,546 Total accounts payable and accrued liabilities $ 123,100 $ 131,246 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
May 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Outstanding | Notes payable outstanding were as follows: ($ in thousands) May 31, 2022 February 28, 2022 2021 Term Loan $ 1,086,422 $ 899,163 2021 Revolving Credit Facility — 80,000 Other notes payable 32 47 Total notes payable 1,086,454 979,210 Less unamortized debt issuance costs ( 27,304 ) ( 26,536 ) Total notes payable, net 1,059,150 952,674 Less current portion ( 10,994 ) ( 89,097 ) Notes payable, less current portion, net $ 1,048,156 $ 863,577 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
May 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Investments | The following tables set forth details about our investments: ($ in thousands) Cost Gross Gross Fair Value May 31, 2022 Asset-backed securities $ 162 $ 37 $ — $ 199 February 28, 2022 Asset-backed securities $ 162 $ 46 $ — $ 208 |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | 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: May 31, 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 — 199 — 199 Total investments — 199 — 199 Total assets $ 4 $ 199 $ — $ 203 Liabilities: Tax receivable agreement liability $ — $ — $ 51,938 $ 51,938 Warrant liability 24,150 — 37,534 61,684 Contingent consideration — — 41,368 41,368 Total liabilities $ 24,150 $ — $ 130,840 $ 154,990 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 |
Reconciliation of Beginning and Ending Balances of Acquisition Related Accrued Earn-Outs Using Significant Unobservable Inputs (Level 3) | The following table provides a reconciliation of the beginning and ending balances of acquisition related accrued earn-outs and contingent consideration using significant unobservable inputs (Level 3) from March 1, 2022 through May 31, 2022 and March 1, 2021 through February 28, 2022: ($ in thousands) May 31, 2022 February 28, 2022 Beginning of period $ 45,568 $ 152,808 Conversion to Class A Common Stock — ( 175,000 ) Cash payments — ( 2,000 ) (Gain) loss from fair value of contingent consideration ( 4,200 ) 69,760 End of period $ 41,368 $ 45,568 |
Reconciliation of Liability Measured at Fair 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 May 31, 2022 and March 1, 2021 through February 28, 2022: ($ in thousands) May 31, 2022 February 28, 2022 Beginning of period $ 50,268 $ 50,114 Loss from fair value of tax receivable agreement liability 1,670 154 End of period $ 51,938 $ 50,268 The following table provides a reconciliation of the warrant liability from March 1, 2022 through May 31, 2022 and March 1, 2021 through February 28, 2022 : ($ in thousands) May 31, 2022 February 28, 2022 Beginning of period $ 67,139 $ 68,772 Gain from fair value of warrant liability ( 5,455 ) ( 1,633 ) End of period $ 61,684 $ 67,139 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
May 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Geographic Region | Revenue by geographic regions consisted of the following: Three Months Ended May 31, ($ in thousands) 2022 2021 Americas $ 134,835 $ 63,318 Europe 19,944 1,324 Asia Pacific 5,602 1,685 Total revenue $ 160,381 $ 66,327 |
Severance and Exit Costs (Table
Severance and Exit Costs (Tables) | 3 Months Ended |
May 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Severance and Exit Costs Included in Acquisitions | Severance and exit costs included in acquisition-related expenses in the Condensed Consolidated Statements of Operations were as follows: Three Months Ended May 31, ($ in thousands) 2022 2021 Severance $ 1,822 $ 40 Lease exits 109 322 Total severance and exit costs $ 1,931 $ 362 |
Schedule of Changes in Severance and Exit Costs Accruals | The following table reflects the changes in the severance and exit cost accruals from March 1, 2022 through May 31, 2022 and March 1, 2021 through February 28, 2022: ($ in thousands) May 31, 2022 February 28, 2022 Beginning of period $ 2,687 $ 1,988 Payments ( 2,434 ) ( 7,302 ) Impairment of right-of-use assets ( 375 ) ( 580 ) Expenses 1,931 8,581 End of period $ 1,809 $ 2,687 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
May 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Changes in Outstanding Stock | 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) 25,000 ( 25,000 ) — — Vesting of restricted awards, net of shares (2) 41,359 — — — Balance, May 31, 2022 301,426,326 33,535,839 94 3,372,184 (1) Class A Common Stock issued for the conversion of Common Units settled in stock. Class V Common Stock are retired on a one-for-one basis when Common Units are converted into Class A Common Stock. (2) The Class A Common Stock withheld for taxes revert back to the 2021 Incentive Plan, as defined below, and are used for future grants. |
Other Comprehensive Loss Inco_2
Other Comprehensive Loss Income (Tables) | 3 Months Ended |
May 31, 2022 | |
Statement of Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss in Equity Section of Condensed Consolidated Balance Sheets | Accumulated other comprehensive loss in the equity section of our Condensed Consolidated Balance Sheets includes: ($ in thousands) May 31, 2022 February 28, 2022 Foreign currency translation adjustment $ ( 69,098 ) $ ( 31,004 ) Income tax effect 19,379 11,985 Accumulated other comprehensive loss, net of tax $ ( 49,719 ) $ ( 19,019 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
May 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Per Share Computations for Net Income (Loss) | The following is a reconciliation of the denominators of the basic and diluted per share computations for net loss: Three Months Ended May 31, (in thousands, except per share data) 2022 2021 Net loss per share: Numerator - basic: Net loss per share: $ ( 12,621 ) $ ( 169,355 ) Less: Net loss attributable to noncontrolling interests ( 1,265 ) ( 27,097 ) Net loss attributable to E2open Parent Holdings, Inc. - basic $ ( 11,356 ) $ ( 142,258 ) Numerator - diluted: Net loss attributable to E2open Parent Holdings, Inc. - basic $ ( 11,356 ) $ ( 142,258 ) Add: Net loss and tax effect attributable to noncontrolling interests — — Net loss attributable to E2open Parent Holdings, Inc. - diluted $ ( 11,356 ) $ ( 142,258 ) Denominator - basic: Weighted average shares outstanding - basic 301,373 187,051 Net loss per share - basic $ ( 0.04 ) $ ( 0.76 ) Denominator - diluted: Weighted average shares outstanding - basic 301,373 187,051 Weighted average effect of dilutive securities: Shares related to Common Units — — Weighted average shares outstanding - diluted 301,373 187,051 Diluted net loss per common share $ ( 0.04 ) $ ( 0.76 ) |
Summary of Weighted Average Potential Common Shares Excluded from Diluted Loss Per Common Share | The following table summarizes the weighted-average potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive: Three Months Ended May 31, 2022 2021 Shares related to Series B-1 common stock 94 8,120,367 Shares related to Series B-2 common stock 3,372,184 3,372,184 Shares related to restricted common units Series 1 — 4,379,557 Shares related to restricted common units Series 2 2,627,724 2,627,724 Shares related to warrants (1) 29,079,872 29,079,972 Shares related to Common Units 33,559,480 35,636,680 Shares related to options 2,292,227 2,416,628 Share related to performance based restricted stock 1,809,676 111,311 Shares related to time based restricted stock 1,646,377 114,221 Units/Shares excluded from the dilution computation 74,387,634 85,858,644 (1) The warrants include the public warrants, private placement warrants and Forward Purchase Warrants. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
May 31, 2022 | |
Schedule of Functional Classification in the Condensed Consolidated Statements of Operations | The table below sets forth the functional classification in the Condensed Consolidated Statements of Operations of our equity-based compensation expense: Three Months Ended May 31, ($ in thousands) 2022 2021 Cost of revenue $ 221 $ 200 Research and development 479 323 Sales and marketing 750 282 General and administrative 1,738 1,238 Total share-based compensation $ 3,188 $ 2,043 |
2021 Incentive Plan | |
Summary of Option Plan Activity | Activity under the 2021 Incentive Plan related to options was as follows: Number of Shares 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 ( 875 ) 9.82 Balance, May 31, 2022 4,924 $ 8.46 9.6 Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Balance, February 28, 2021 — $ — — Granted 2,583 9.86 Balance, May 31, 2021 2,583 $ 9.86 9.8 |
Schedule of Restricted Equity Plan | Activity under the 2021 Incentive Plan related to RSUs was as follows: Number of Units 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 3,719 8.26 Added by performance factor 300 12.87 Released ( 56 ) 12.87 Canceled and forfeited ( 190 ) 11.43 Balance, May 31, 2022 5,876 $ 9.85 2.9 Number of Units Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2021 — $ — — Granted 2,075 12.87 Balance, May 31, 2021 2,075 $ 12.87 3.4 |
Summary of Estimated Grant-Date Fair Values Assumptions | The estimated grant-date fair values of the options granted during the three months ended May 31, 2022 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Expected term (in years) 6.25 Expected equity price volatility 44.17 % Risk-free interest rate 2.91 % Expected dividend yield 0 % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
May 31, 2022 | |
Leases [Abstract] | |
Classifications of Estimated ROU Assets, Net and Lease Liabilities | The following tables presents the amounts and classifications of our estimated ROU assets, net and lease liabilities: ($ in thousands) Balance Sheet Location May 31, 2022 February 28, 2022 Operating lease right-of-use assets Operating lease right-of-use assets $ 28,761 $ 28,102 Finance lease right-of-use asset Property and equipment, net 3,108 3,719 Total right-of-use assets $ 31,869 $ 31,821 ($ in thousands) Balance Sheet Location May 31, 2022 February 28, 2022 Operating lease liability - current Current portion of operating lease obligations $ 8,240 $ 7,652 Operating lease liability Operating lease obligations 21,652 21,202 Finance lease liability - current Current portion of finance lease obligations 2,206 2,307 Finance lease liability Finance lease obligations 1,882 1,950 Total lease liabilities $ 33,980 $ 33,111 |
Summary of Lease Cost | The following table summarizes our total lease cost: Three Months Ended May 31, ($ in thousands) 2022 2021 Finance lease cost: Amortization of right-of-use asset $ 611 $ 1,193 Interest on lease liability 70 130 Finance lease cost 681 1,323 Operating lease cost: Operating lease cost 1,372 1,349 Variable lease cost 2,096 801 Sublease income ( 228 ) ( 174 ) Operating net lease cost 3,240 1,976 Total net lease cost $ 3,921 $ 3,299 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: Three Months Ended May 31, ($ in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 2,712 $ 1,313 |
Weighted-average Remaining Lease Terms and Discount Rates of Leases | The following table presents the weighted-average remaining lease terms and discount rates of our leases: Three Months Ended May 31, 2022 2021 Weighted-average remaining lease term (in years): Finance lease 1.14 1.82 Operating lease 6.42 5.27 Weighted-average discount rate: Finance lease 9.20 % 9.20 % Operating lease 5.23 % 4.39 % |
Undiscounted Future Cash Flows Utilized in Calculation of Lease Liabilities | The following table reflects the undiscounted future cash flows utilized in the calculation of the lease liabilities as of May 31, 2022: ($ in thousands) Operating Leases Finance Leases June 2022 - February 2023 $ 7,593 $ 2,146 2024 8,520 2,105 2025 6,612 — 2026 4,386 — 2027 3,347 — Thereafter 2,878 — Total 33,336 4,251 Less: Present value discount ( 3,444 ) ( 163 ) Lease liabilities $ 29,892 $ 4,088 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
May 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information and Non-cash Investing and Financing activities | Supplemental cash flow information and non-cash investing and financing activities are as follows: Three Months Ended May 31, (In thousands) 2022 2021 Supplemental cash flow information - Cash paid for: Interest $ 9,805 $ 5,192 Income taxes 1,971 463 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities 8,020 1,933 Right-of-use assets obtained in exchange for operating lease obligations 3,524 22,420 Shares withheld for taxes on vesting of restricted stock 1,330 — Conversion of Common Units to Class A Common Stock 195 — |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 15 Months Ended | ||||||
Aug. 29, 2022 | May 31, 2022 | Mar. 02, 2022 | Sep. 01, 2021 | May 31, 2022 | May 31, 2021 | Aug. 29, 2022 | Feb. 28, 2022 | May 31, 2022 | Apr. 06, 2022 | |
Business Acquisition [Line Items] | ||||||||||
Line of credit facility, additional borrowing amount | $ 190,000 | |||||||||
Purchase agreement description | The Investor Rights Agreement also 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 | |||||||||
Investor rights agreement, amendment, description | 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, as well as include a six-month lock-up period from September 1, 2021 through February 28, 2022 for certain equity holders of E2open and BluJay. | |||||||||
Investor rights agreement, additional lock-up period | 6 months | |||||||||
Acquisition-related expenses | $ 6,764 | $ 9,778 | ||||||||
Logistyx Technologies, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, purchase price | $ 185,000 | |||||||||
Estimated fair value | 183,400 | |||||||||
Cash payment | $ 37,400 | 90,000 | ||||||||
Expenses related to business combination | $ 700 | $ 3,000 | ||||||||
Acquisition-related expenses | 1,600 | |||||||||
Logistyx Technologies, LLC | Forecast | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, purchase price | $ 57,600 | |||||||||
Cash payment | $ 26,100 | $ 95,000 | ||||||||
Logistyx Technologies, LLC | Advisory Fees and Other Expenses Member | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition-related expenses | $ 500 | |||||||||
BluJay TopCo Limited | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Expenses related to business combination | $ 33,700 | |||||||||
Acquisition-related expenses | $ 13,400 | |||||||||
BluJay TopCo Limited | Pipe Investment | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination debt issuance cost | 7,100 | |||||||||
BluJay TopCo Limited | E2open Holdings, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination debt issuance cost | 10,400 | |||||||||
BluJay TopCo Limited | Advisory Fees and Other Expenses Member | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition-related expenses | 26,700 | |||||||||
Purchase Agreement | 2021 Term Loan | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Line of credit facility, additional borrowing amount | 380,000 | |||||||||
Purchase Agreement | Class A ordinary shares | Pipe Investment | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from PIPE financing | $ 300,000 | |||||||||
Stock issued during period shares acquisitions | 28,909,022 |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration Paid for Acquisition (Details) - USD ($) $ in Thousands | Mar. 02, 2022 | Sep. 01, 2021 |
Logistyx Technologies, LLC | ||
Business Acquisition [Line Items] | ||
Cash consideration | $ 153,090 | |
Cash repayment of debt | 29,777 | |
Cash paid for seller transaction costs | 489 | |
Estimated consideration paid | $ 183,356 | |
BluJay TopCo Limited | ||
Business Acquisition [Line Items] | ||
Equity consideration paid to BluJay | $ 730,854 | |
Cash consideration | 350,658 | |
Preference share consideration paid to BluJay | 86,190 | |
Cash repayment of debt | 334,483 | |
Cash paid for seller transaction costs | 26,686 | |
Estimated consideration paid | $ 1,528,871 |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | May 31, 2022 | Mar. 02, 2022 | Feb. 28, 2022 | Sep. 01, 2021 | Feb. 28, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 3,847,094 | $ 3,756,871 | $ 2,628,646 | ||
Logistyx Technologies, LLC | |||||
Business Acquisition [Line Items] | |||||
Cash and cash and equivalents | $ 1,563 | ||||
Account receivable, net | 5,332 | ||||
Other current assets | 3,335 | ||||
Property and equipment, net | 144 | ||||
Intangible assets | 67,200 | ||||
Goodwill | 125,896 | ||||
Non-current assets | 619 | ||||
Accounts payable | (5,897) | ||||
Current liabilities | (3,931) | ||||
Deferred revenue | (10,747) | ||||
Non-current liabilities | (158) | ||||
Total assets acquired and liabilities assumed | $ 183,356 | ||||
BluJay TopCo Limited | |||||
Business Acquisition [Line Items] | |||||
Cash and cash and equivalents | $ 23,773 | ||||
Account receivable, net | 33,822 | ||||
Other current assets | 11,217 | ||||
Property and equipment, net | 6,503 | ||||
Operating lease right-of-use assets | 9,018 | ||||
Intangible assets | 484,800 | ||||
Goodwill | 1,149,866 | ||||
Non-current assets | 184 | ||||
Accounts payable | (11,630) | ||||
Current liabilities | (22,878) | ||||
Deferred revenue | (39,283) | ||||
Deferred taxes | (109,350) | ||||
Non-current liabilities | (7,171) | ||||
Total assets acquired and liabilities assumed | 1,528,871 | ||||
BluJay TopCo Limited | Preliminary Purchase Price Allocation | |||||
Business Acquisition [Line Items] | |||||
Cash and cash and equivalents | 23,773 | ||||
Account receivable, net | 33,834 | ||||
Other current assets | 10,352 | ||||
Property and equipment, net | 6,503 | ||||
Operating lease right-of-use assets | 9,018 | ||||
Intangible assets | 484,800 | ||||
Goodwill | 1,152,084 | ||||
Non-current assets | 2,200 | ||||
Accounts payable | (11,773) | ||||
Current liabilities | (33,530) | ||||
Deferred revenue | (39,283) | ||||
Deferred taxes | (101,936) | ||||
Non-current liabilities | (7,171) | ||||
Total assets acquired and liabilities assumed | 1,528,871 | ||||
BluJay TopCo Limited | Adjustments | |||||
Business Acquisition [Line Items] | |||||
Account receivable, net | (12) | ||||
Other current assets | 865 | ||||
Goodwill | (2,218) | ||||
Non-current assets | (2,016) | ||||
Accounts payable | 143 | ||||
Current liabilities | 10,652 | ||||
Deferred taxes | $ (7,414) |
Acquisitions - Schedule of Pr_2
Acquisitions - Schedule of Preliminary Purchase Price Allocation (Parenthetical) (Details) $ in Millions | Sep. 01, 2021 USD ($) |
Business Combinations [Abstract] | |
Deferred acquisition liability | $ 2.7 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Value of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 02, 2022 | Sep. 01, 2021 | May 31, 2022 | Feb. 28, 2022 | |
Trade Name | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Useful Lives | 1 year | 1 year | ||
Client Relationships | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Useful Lives | 13 years 8 months 12 days | 13 years 7 months 6 days | ||
Backlog | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Useful Lives | 2 years 6 months | |||
Logistyx Technologies, LLC | ||||
Business Acquisition [Line Items] | ||||
Fair value of intangible assets | $ 67,200 | |||
Logistyx Technologies, LLC | Trade Name | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Useful Lives | 1 year | |||
Fair value of intangible assets | $ 500 | |||
Logistyx Technologies, LLC | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Useful Lives | 6 years 4 months 24 days | |||
Fair value of intangible assets | $ 33,600 | |||
Logistyx Technologies, LLC | Client Relationships | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Useful Lives | 13 years | |||
Fair value of intangible assets | $ 32,300 | |||
Logistyx Technologies, LLC | Backlog | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Useful Lives | 2 years 6 months | |||
Fair value of intangible assets | $ 800 | |||
BluJay TopCo Limited | ||||
Business Acquisition [Line Items] | ||||
Fair value of intangible assets | $ 484,800 | |||
BluJay TopCo Limited | Trade Name | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Useful Lives | 1 year | |||
Fair value of intangible assets | $ 3,800 | |||
BluJay TopCo Limited | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Useful Lives | 5 years 10 months 24 days | |||
Fair value of intangible assets | $ 301,000 | |||
BluJay TopCo Limited | Client Relationships | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Useful Lives | 3 years | |||
Fair value of intangible assets | $ 180,000 |
Acquisitions - Summary of Equit
Acquisitions - Summary of Equity Consideration Paid to Equity Holders (Details) - BluJay TopCo Limited $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 01, 2021 USD ($) $ / shares shares |
Business Acquisition [Line Items] | |
Common shares subject to sales restriction | shares | 72,383 |
Fair value per share | $ / shares | $ 10.097 |
Equity consideration paid to BluJay | $ | $ 730,854 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro Forma Information (Details) - Logistyx Technologies LLC and BluJay TopCo Limited $ in Millions | 3 Months Ended |
May 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Total revenue | $ 123.6 |
Net loss | (212.8) |
Less: Net loss attributable to noncontrolling interest | (23.4) |
Net loss attributable to E2open Parent Holdings, Inc. | $ (189.4) |
Liquidity and Capital Resourc_2
Liquidity and Capital Resources - Additional Information (Details) - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 | May 31, 2021 |
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | $ 129,191 | $ 155,481 | $ 220,748 |
Maximum borrowing capacity available under its revolving credit facility | $ 155,000 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Receivables [Abstract] | |||
Accounts receivable | $ 107,214 | $ 143,799 | |
Unbilled receivables | 15,842 | 14,597 | |
Less: Allowance for credit losses | (4,189) | (3,055) | $ (908) |
Accounts receivable, net | $ 118,867 | $ 155,341 |
Accounts Receivable - Schedul_2
Accounts Receivable - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Balance | $ (3,055) | $ (908) |
Additions | (1,699) | (1,917) |
Write-offs | 894 | 1,549 |
Balance | (4,189) | (3,055) |
BluJay Acquisition | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Acquisition | $ (1,779) | |
Logistyx Acquisition | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Acquisition | $ (329) |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid software and hardware license and maintenance fees | $ 5,853 | $ 6,022 |
Income and other taxes receivable | 4,401 | 4,544 |
Prepaid insurance | 4,951 | 3,401 |
Deferred commissions | 3,153 | 2,867 |
Prepaid marketing | 1,911 | 1,124 |
Security deposits | 1,722 | 1,044 |
Other prepaid expenses and other current assets | 6,638 | 7,241 |
Total prepaid expenses and other current assets | $ 28,629 | $ 26,243 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes In Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
May 31, 2022 | Feb. 28, 2022 | ||
Goodwill [Line Items] | |||
Beginning balance | $ 3,756,871 | $ 2,628,646 | |
Business Combination purchase price adjustment | [1] | 407 | |
Currency translation adjustment | (30,218) | (27,503) | |
Ending balance | 3,847,094 | 3,756,871 | |
BluJay Acquisition | |||
Goodwill [Line Items] | |||
Goodwill acquisition adjustment | [2] | (5,455) | |
Acquisitions | [2] | $ 1,155,321 | |
Logistyx Acquisition | |||
Goodwill [Line Items] | |||
Acquisitions | [3] | $ 125,896 | |
[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. 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. Represents the goodwill acquired in the Logistyx Acquisition as of March 2, 2022. See Note 3, Acquisitions for additional information. |
Goodwill - Schedule of Change_2
Goodwill - Schedule of Changes In Goodwill (Parenthetical) (Details) $ in Millions | Jul. 06, 2021 USD ($) |
Class A Ordinary Shares | |
Goodwill [Line Items] | |
Additional shares issued as part of the post-closing adjustment of consideration | $ 3 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Cost | $ 1,253,216 | $ 1,196,449 |
Definite-lived intangible assets, Accumulated Amortized | (169,816) | (125,057) |
Definite-lived intangible assets, Net | 1,083,400 | 1,071,392 |
Total intangible assets, Cost | 1,363,216 | 1,306,447 |
Total intangible assets, Net | $ 1,193,400 | $ 1,181,390 |
Client Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 13 years 8 months 12 days | 13 years 7 months 6 days |
Definite-lived intangible assets, Cost | $ 504,658 | $ 476,584 |
Definite-lived intangible assets, Accumulated Amortized | (63,736) | (45,467) |
Definite-lived intangible assets, Net | $ 440,922 | $ 431,117 |
Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 7 years 3 months 18 days | 7 years 3 months 18 days |
Definite-lived intangible assets, Cost | $ 693,779 | $ 666,160 |
Definite-lived intangible assets, Accumulated Amortized | (96,848) | (72,414) |
Definite-lived intangible assets, Net | $ 596,931 | $ 593,746 |
Content Library | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 10 years | 10 years |
Definite-lived intangible assets, Cost | $ 50,000 | $ 50,000 |
Definite-lived intangible assets, Accumulated Amortized | (6,622) | (5,372) |
Definite-lived intangible assets, Net | $ 43,378 | $ 44,628 |
Trade Name | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 1 year | 1 year |
Definite-lived intangible assets, Cost | $ 3,979 | $ 3,705 |
Definite-lived intangible assets, Accumulated Amortized | (2,530) | (1,804) |
Definite-lived intangible assets, Net | $ 1,449 | $ 1,901 |
Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 2 years 6 months | |
Definite-lived intangible assets, Cost | $ 800 | |
Definite-lived intangible assets, Accumulated Amortized | (80) | |
Definite-lived intangible assets, Net | $ 720 | |
Trademark / Trade name | ||
Finite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | Indefinite | Indefinite |
Indefinite-lived intangible assets | $ 110,000 | $ 109,998 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets amortization expense | $ 46.4 | $ 15.3 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 103,546 | $ 89,625 |
Less accumulated depreciation and amortization | (30,653) | (23,688) |
Property and equipment, net | 72,893 | 65,937 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 39,854 | 33,228 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 49,758 | 43,821 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 3,596 | 3,509 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 10,338 | $ 9,067 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 6.9 | $ 4.9 | |
Capitalized software costs | 23.6 | $ 20.9 | |
Amortization of capitalized software development costs | $ 0.9 | $ 0.7 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) | 3 Months Ended | ||
May 05, 2022 | Feb. 04, 2022 | May 31, 2022 | |
Schedule of Investments [Line Items] | |||
Payments made to acquire minority investment | $ 2,500,000 | $ 3,000,000 | |
Minority investment, required second investment amount | $ 2,500,000 | ||
Impairment charges | $ 0 | ||
Transaction fees | |||
Schedule of Investments [Line Items] | |||
Minority investment, required second investment amount | $ 500,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 32,511 | $ 63,101 |
Accrued severance and retention | 1,502 | 1,909 |
Trade accounts payable | 35,563 | 33,158 |
Accrued professional services | 3,728 | 5,440 |
Restructuring liability | 307 | 778 |
Taxes payable | 24,533 | 2,702 |
Interest payable | 3,940 | 2,398 |
Client deposits | 2,322 | 2,214 |
Other | 18,694 | 19,546 |
Total accounts payable and accrued liabilities | $ 123,100 | $ 131,246 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities - Additional Information (Details) $ in Millions | Feb. 28, 2022 USD ($) |
Payables and Accruals [Abstract] | |
Accrued expenses related to accrued severance and retention reflected in accrued compensation | $ 0.8 |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Tax Receivable Agreement [Line Items] | |||
Tax savings rate | 15% | ||
Tax rate | 24.10% | ||
Business combination tax receivable agreement retain tax benefit remaining of cash saving | 85% | ||
Imputed interest rate | 7% | ||
Tax receivable agreement liability | $ 68,260,000 | $ 66,590,000 | |
Business combination discount rate for ASC 805 calculation | 8.90% | 8.20% | |
Adjustment recorded related to ASC 450 liability | $ 0 | $ 0 | |
Change in tax receivable agreement liability | $ (1,700,000) | $ 2,500,000 | |
LIBOR | |||
Tax Receivable Agreement [Line Items] | |||
Basis points | 100% |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable Outstanding (Details) - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 1,086,454 | $ 979,210 |
Less unamortized debt issuance costs | (27,304) | (26,536) |
Total notes payable, net | 1,059,150 | 952,674 |
Less current portion | (10,994) | (89,097) |
Notes payable, less current portion, net | 1,048,156 | 863,577 |
Notes Payable | Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 32 | 47 |
Notes Payable | 2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Total notes payable | 1,086,422 | 899,163 |
Notes Payable | 2021 Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 0 | $ 80,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 06, 2022 | Feb. 04, 2021 | Aug. 31, 2022 | May 31, 2022 | May 31, 2022 | May 31, 2021 | Nov. 30, 2021 | Feb. 28, 2022 | Sep. 01, 2021 | |
Debt Instrument [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | $ 155,000 | $ 155,000 | |||||||
Line of credit, sublimit | $ 15,000 | ||||||||
Line of credit facility, additional borrowing amount | $ 190,000 | ||||||||
Repayment of outstanding balance | $ 82,756 | $ 153 | |||||||
Logistyx Acquisition | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional cash payment due | 37,400 | ||||||||
Forecast | Logistyx Acquisition | |||||||||
Debt Instrument [Line Items] | |||||||||
Payment due commitment | $ 57,600 | ||||||||
2021 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | 75,000 | $ 80,000 | $ 155,000 | ||||||
Line of credit, sublimit | 15,000 | 30,000 | |||||||
Line of credit facility, mature date | Feb. 04, 2026 | ||||||||
Repayment of outstanding balance | 80,000 | ||||||||
Line of credit, available borrowing capacity | $ 155,000 | $ 155,000 | $ 75,000 | ||||||
Interest rate | 5.25% | ||||||||
2021 Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | 525,000 | $ 0 | |||||||
Line of credit, frequency of payments | quarterly | ||||||||
Line of credit, installments amount | 2,700 | 1,300 | $ 2,300 | ||||||
Line of credit facility, mature date | Feb. 04, 2028 | ||||||||
Line of credit, minimum additional borrowing amount | $ 2,000 | ||||||||
Interest rate | 4.83% | 4.83% | 4% | ||||||
2021 Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, additional borrowing amount | $ 190,000 | $ 380,000 |
Contingent Consideration - Addi
Contingent Consideration - Additional Information (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||||
Jun. 08, 2021 | Jun. 08, 2021 | May 31, 2022 | May 31, 2021 | Jun. 08, 2021 | Nov. 30, 2021 | Feb. 28, 2022 | |
Business Acquisition Contingent Consideration [Line Items] | |||||||
Contingent consideration liability | $ 41,400,000 | $ 45,600,000 | |||||
Contingent consideration liability remeasured gain | 4,200,000 | ||||||
Contingent consideration liability remeasured loss | $ 63,400,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (4,200,000) | 73,260,000 | |||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 13.50 | ||||||
Fair value remeasurements loss | $ 9,900 | ||||||
RCUs | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Vesting period | 10 years | ||||||
Series B-1 common stock | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Common stock, shares outstanding | 8,120,367 | ||||||
Common Stock Conversion Features | the Series B-1 common stock to automatically convert into our Class A Common Stock on a one-to-one basis | ||||||
Conversion of Stock Shares Waiting to be Converted | 94 | ||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 13.50 | ||||||
Conversion of Stock, Shares Converted | 8,120,273 | ||||||
Series B-1 common stock | Sponsor Side Letter Agreement | CC Neuberger Principal Holdings I Sponsor LLC and Independent Directors | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Conversion of Stock, Shares Issued | 2,500,000 | ||||||
Series B-2 common stock | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Common stock, shares outstanding | 3,372,184 | 3,372,184 | |||||
Common Stock Conversion Features | The Series B-2 common stock will automatically convert into our Class A Common Stock on a one-to-one basis | ||||||
Common Stock Minimum Conversion Price Per Share Equal To Volume Weighted Average Price Of Class A Common Stock | $ 15 | ||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 15 | ||||||
Common Class V [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Number Of Common StockSharesVesting | 4,379,557 | ||||||
Common Stock Conversion Features | They are also entitled to Class V common stock on a one for one basis to their Common Units which in essence allows each holder one vote per Common Unit. | ||||||
Series 1 RCUs | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Common stock, shares outstanding | 4,379,557 | ||||||
Number Of Common StockSharesVesting | 4,379,557 | ||||||
Number of days volume-weighted average price | 5 days | ||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 13.50 | ||||||
Conversion of Stock, Shares Issued | 4,379,557 | ||||||
Series 2 RCUs | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Common stock, shares outstanding | 2,627,724 | 2,627,724 | |||||
Common Stock Minimum Conversion Price Per Share Equal To Volume Weighted Average Price Of Class A Common Stock | $ 15 | ||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 15 | ||||||
Class A Common Stock | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Number of days volume-weighted average price | 5 days | 5 days | |||||
Common Stock Minimum Conversion Price Per Share Equal To Volume Weighted Average Price Of Class A Common Stock | $ 13.50 | $ 13.50 | $ 13.50 | ||||
Conversion of Stock, Shares Issued | 8,120,273 | ||||||
Class B Common Stock | Sponsor Side Letter Agreement | CC Neuberger Principal Holdings I Sponsor LLC and Independent Directors | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Conversion of Stock, Shares Converted | 2,500,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Investments (Details) - Asset-backed Securities - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 |
Marketable Securities [Line Items] | ||
Cost | $ 162 | $ 162 |
Gross Unrealized Gains | 37 | 46 |
Fair Value | $ 199 | $ 208 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 4 | $ 4 |
Total investments | 199 | 208 |
Total assets | 203 | 212 |
Total liabilities | 154,990 | 162,975 |
Money Market | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4 | 4 |
Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 199 | 208 |
Tax Receivable Agreement Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 51,938 | 50,268 |
Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 61,684 | 67,139 |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 41,368 | 45,568 |
Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4 | 4 |
Total assets | 4 | 4 |
Total liabilities | 24,150 | 27,324 |
Fair Value, Inputs, Level 1 | Money Market | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4 | 4 |
Fair Value, Inputs, Level 1 | Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 24,150 | 27,324 |
Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 199 | 208 |
Total assets | 199 | 208 |
Fair Value, Inputs, Level 2 | Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 199 | 208 |
Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 130,840 | 135,651 |
Fair Value, Inputs, Level 3 | Tax Receivable Agreement Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 51,938 | 50,268 |
Fair Value, Inputs, Level 3 | Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 37,534 | 39,815 |
Fair Value, Inputs, Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 41,368 | $ 45,568 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Beginning and Ending Balances of Acquisition Related Accrued Earn-Outs Using Significant Unobservable Inputs (Level 3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
(Gain) loss from fair value of contingent consideration | $ (4,200) | $ 73,260 | |
Fair Value, Inputs, Level 3 | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning of period | 45,568 | $ 152,808 | $ 152,808 |
Conversion to Class A Common Stock | (175,000) | ||
Cash payments | (2,000) | ||
(Gain) loss from fair value of contingent consideration | (4,200) | 69,760 | |
End of period | $ 41,368 | $ 45,568 |
Fair Value Measurement - Reco_2
Fair Value Measurement - Reconciliation of Liability Measured at Fair Value (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | $ 45,568 | $ 152,808 |
End of period | 41,368 | 45,568 |
Tax Receivable Agreement Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | 50,268 | 50,114 |
(Gain) loss from change in fair value of liability | 1,670 | 154 |
End of period | 51,938 | 50,268 |
Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | 67,139 | 68,772 |
(Gain) loss from change in fair value of liability | (5,455) | (1,633) |
End of period | $ 61,684 | $ 67,139 |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 160,381 | $ 66,327 |
Americas | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 134,835 | 63,318 |
Europe | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 19,944 | 1,324 |
Asia Pacific | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 5,602 | $ 1,685 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Feb. 04, 2021 | May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 160,381 | $ 66,327 | ||
Reduction in deferred revenues | $ 60,700 | 300 | $ 500 | |
Contract with customer asset | 15,800 | 14,600 | ||
Deferred revenue | 179,700 | 192,100 | ||
Deferred revenue, revenue recognized | 57,900 | |||
Subscriptions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 129,547 | 51,034 | ||
Sales and Marketing Expense | ||||
Disaggregation Of Revenue [Line Items] | ||||
Amortization expense | 800 | 200 | ||
Prepaid Expenses and Other Current Assets and Other Noncurrent Assets [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Capitalized sales commissions | 11,600 | $ 12,200 | ||
Americas | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 134,835 | 63,318 | ||
Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 19,944 | 1,324 | ||
Asia Pacific | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 5,602 | 1,685 | ||
Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Reduction in deferred revenues | $ 100 | $ 22,500 | ||
Revenue | Geographic Concentration | Americas | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk percentage | 83% | 95% |
Revenue - Additional Informat_2
Revenue - Additional Information1 (Details) - USD ($) $ in Millions | May 31, 2022 | Feb. 28, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-03-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligation amount | $ 767.9 | |
Revenue remaining performance obligation expected period | 5 years | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-06-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligation amount | $ 718.1 | |
Revenue remaining performance obligation expected period | 5 years |
Severance and Exit Costs - Sche
Severance and Exit Costs - Schedule of Severance and Exit Costs Included in Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Restructuring and Related Activities [Abstract] | |||
Severance | $ 1,822 | $ 40 | |
Lease exits | 109 | 322 | |
Total severance and exit costs | $ 1,931 | $ 362 | $ 8,581 |
Severance and Exit Costs - Addi
Severance and Exit Costs - Additional Information (Details) - USD ($) $ in Millions | May 31, 2022 | Feb. 28, 2022 |
Restructuring Cost And Reserve [Line Items] | ||
Accrued expenses related to accrued severance and retention reflected in accrued compensation | $ 0.8 | |
Restructuring Liability | ||
Restructuring Cost And Reserve [Line Items] | ||
Accounts payable and accrued liabilities | $ 0.3 | 0.8 |
Restructuring Severance Liability | ||
Restructuring Cost And Reserve [Line Items] | ||
Accounts payable and accrued liabilities | $ 1.5 | $ 1.9 |
Severance and Exit Costs - Sc_2
Severance and Exit Costs - Schedule of Changes in Severance and Exit Costs Accruals (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Restructuring and Related Activities [Abstract] | |||
Beginning of period | $ 2,687 | $ 1,988 | $ 1,988 |
Payments | (2,434) | (7,302) | |
Impairment of right-of-use assets | (375) | (580) | |
Expenses | 1,931 | $ 362 | 8,581 |
End of period | $ 1,809 | $ 2,687 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 29,079,872 | 29,079,872 | |
Warrant exercise price per share | $ 11.50 | ||
Warrants expiration term | 5 years | ||
Warrant liability | $ 61,684 | $ 67,139 | |
Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Gain (loss) from change in fair value of warrant liability | $ 5,455 | $ (59,943) | |
Public Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants exercisable date | Apr. 28, 2021 | ||
Private Placement | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 10,280,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 3 Months Ended | ||||
May 31, 2022 USD ($) Vote $ / shares shares | Feb. 28, 2022 $ / shares shares | Jan. 20, 2022 USD ($) | Aug. 19, 2021 $ / shares shares | Aug. 18, 2021 shares | |
Class of Stock [Line Items] | |||||
Share repurchase program, authorized amount | $ | $ 100,000,000 | ||||
Class A ordinary shares | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | Vote | 1 | ||||
Common stock, shares issued | 301,602,980 | 301,536,621 | |||
Common stock, shares outstanding | 301,426,326 | 301,359,967 | |||
Share repurchase program, authorized amount | $ | $ 0 | ||||
Class V common stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 42,747,890 | 42,747,890 | 42,747,890 | 40,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 33,535,839 | 33,560,839 | |||
Common stock, shares outstanding | 33,535,839 | 33,560,839 | |||
Common stock voting rights, description | These shares have no economic value but entitle the holder to one vote per share | ||||
Common stock, terms of conversion, description | They are also entitled to Class V common stock on a one for one basis to their Common Units which in essence allows each holder one vote per Common Unit. | ||||
Treasury shares | 9,212,051 | 9,187,051 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Details) - shares | 3 Months Ended | ||
Jun. 08, 2021 | May 31, 2022 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding | 301,359,967 | ||
Conversion of stock, shares issued | 8,120,273 | ||
Conversion of Common Units | [1] | 25,000 | |
Vesting of restricted awards, net of shares withheld for taxes | [2] | 41,359 | |
Common stock, shares, outstanding | 301,426,326 | ||
Class V | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding | 33,560,839 | ||
Conversion of Common Units | [1] | (25,000) | |
Common stock, shares, outstanding | 33,535,839 | ||
Series B-1 | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding | 94 | ||
Conversion of stock, shares converted | (8,120,273) | ||
Common stock, shares, outstanding | 94 | ||
Series B-2 | |||
Class of Stock [Line Items] | |||
Common stock, shares outstanding | 3,372,184 | ||
Common stock, shares, outstanding | 3,372,184 | ||
[1] Class A Common Stock issued for the conversion of Common Units settled in stock. Class V Common Stock are retired on a one-for-one basis when Common Units are converted into Class A Common Stock. The Class A Common Stock withheld for taxes revert back to the 2021 Incentive Plan, as defined below, and are used for future grants. |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Jun. 08, 2021 | May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Minority Interest [Line Items] | ||||
Number of common units converted or settled in cash | 0 | |||
Decrease to noncontrolling interests | $ 0.2 | |||
Class A ordinary shares | ||||
Minority Interest [Line Items] | ||||
Conversion of stock, shares issued | 8,120,273 | |||
Class A ordinary shares | BluJay Acquisition | ||||
Minority Interest [Line Items] | ||||
Conversion of stock, shares issued | 25,000 | |||
Conversion of stock, amount issued | $ 0.2 | |||
E2open Holdings, LLC | ||||
Minority Interest [Line Items] | ||||
Noncontrolling interest percentage | 10% | 10% | ||
Noncontrolling interest number of common units held by participants | 33,500,000 | 33,600,000 | ||
E2open Holdings, LLC | Class A ordinary shares | ||||
Minority Interest [Line Items] | ||||
Conversion of stock, shares issued | 1 | |||
E2open Holdings, LLC | Class V common stock | ||||
Minority Interest [Line Items] | ||||
Conversion of stock, shares issued | 1 |
Other Comprehensive Loss Inco_3
Other Comprehensive Loss Income - Accumulated Other Comprehensive Loss in Equity Section of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive income | $ (49,719) | $ (19,019) |
Foreign Currency Translation Adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Foreign currency translation adjustment | (69,098) | (31,004) |
Income tax effect | 19,379 | 11,985 |
Accumulated other comprehensive income | $ (49,719) | $ (19,019) |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Basic and Diluted Per Share Computations for Net Income (Loss) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Numerator - basic: | ||
Net loss | $ (12,621) | $ (169,355) |
Less: Net loss attributable to noncontrolling interest | (1,265) | (27,097) |
Net loss attributable to E2open Parent Holdings, Inc. | (11,356) | (142,258) |
Numerator - diluted: | ||
Net loss attributable to E2open Parent Holdings, Inc. - basic | (11,356) | (142,258) |
Net loss attributable to E2open Parent Holdings, Inc. - diluted | $ (11,356) | $ (142,258) |
Denominator - basic: | ||
Weighted average shares outstanding - basic | 301,373 | 187,051 |
Net loss per share - basic | $ (0.04) | $ (0.76) |
Denominator - diluted: | ||
Weighted average shares outstanding - basic | 301,373 | 187,051 |
Weighted average shares outstanding - diluted | 301,373 | 187,051 |
Diluted net loss per common share | $ (0.04) | $ (0.76) |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Weighted Average Potential Common Shares Excluded from Diluted Loss Per Common Shares (Details) - shares | 3 Months Ended | ||
May 31, 2022 | May 31, 2021 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 74,387,634 | 85,858,644 | |
Series B-1 | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 94 | 8,120,367 | |
Series B-2 | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 3,372,184 | 3,372,184 | |
Restricted Common Units Series 1 | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 4,379,557 | ||
Restricted Common Units Series 2 | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 2,627,724 | 2,627,724 | |
Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | [1] | 29,079,872 | 29,079,972 |
Common Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 33,559,480 | 35,636,680 | |
Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 2,292,227 | 2,416,628 | |
Performance Based Restricted Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 1,809,676 | 111,311 | |
Time Based Restricted Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 1,646,377 | 114,221 | |
[1] The warrants include the public warrants, private placement warrants and Forward Purchase Warrants. |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
May 31, 2022 | May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Mar. 01, 2022 | Feb. 28, 2021 | |
Minimum | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Performance target percentage | 100% | |||||
Performance Based Restricted Stock Units | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Number of unvested shares | 2,551,623 | 2,551,623 | ||||
Share vested but not been released | 231,682 | |||||
RSUs | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Vesting period | 10 years | |||||
Total intrinsic value of vested or expected to vest shares | $ 47.5 | $ 47.5 | ||||
RSUs | Minimum | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Performance target percentage | 100% | |||||
RSUs | Time-Based Units | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Number of shares, vested or expected to vest | 3,324,407 | 3,324,407 | ||||
Share vested but not been released | 369,189 | |||||
Performance Based Options | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Options outstanding | 4,461,380 | 4,461,380 | ||||
Senior Management | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Organic growth target | 1 year | 1 year | ||||
Vesting period | 3 years | 3 years | ||||
Performance target percentage | 100% | |||||
Executives, Senior Management and Employees | Time-Based Units | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Vesting period | 3 years | |||||
Executives, Senior Management and Employees | Performance Based Restricted Stock Units | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Organic growth target | 1 year | 1 year | ||||
Vesting period | 3 years | 3 years | ||||
Performance target percentage | 100% | |||||
Non-Employee Directors | Time-Based Units | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Vesting period | 1 year | |||||
Class A ordinary shares | RSUs | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Intrinsic value of outstanding stock option awards | $ 47.5 | $ 47.5 | ||||
2021 Incentive Plan | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Options available for grant | 3,275,000 | 2,583,000 | ||||
Options outstanding | 4,924,000 | 4,924,000 | 2,583,000 | 2,524,000 | ||
Unrecognized compensation cost | $ 16.9 | $ 16.9 | ||||
Intrinsic value of outstanding stock option awards | 1 | 1 | ||||
2021 Incentive Plan | RSUs | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Unrecognized compensation cost | $ 43.9 | $ 43.9 | ||||
Number of unvested shares | 5,876,000 | 5,876,000 | 2,075,000 | 2,103,000 | 0 | |
2021 Incentive Plan | Class A ordinary shares | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Common stock reserved for issuance | 15,000,000 | |||||
Shares available for grant | 9,038,402 | 9,038,402 | ||||
2021 Evergreen Incentive Plan | ||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||
Common stock reserved for issuance | 4,849,684 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity under the 2021 Incentive Plan Related to Options (Details) - 2021 Incentive Plan - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of Shares, Beginning balance | 2,524 | ||
Number of Shares, Granted | 3,275 | 2,583 | |
Number of Shares, Forfeited | (875) | ||
Number of Shares, Ending balance | 4,924 | 2,583 | 2,524 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted Average Exercise Price Per Share, Beginning balance | $ 9.83 | ||
Weighted Average Exercise Price Per Share, Granted | 7.76 | $ 9.86 | |
Weighted Average Exercise Price Per Share, Forfeited | 9.82 | ||
Weighted Average Exercise Price Per Share, Ending balance | $ 8.46 | $ 9.86 | $ 9.83 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted Average Remaining Contractual Term (in years) | 9 years 7 months 6 days | 9 years 9 months 18 days | 9 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Activity under the 2021 Incentive Plan Related to RSUs (Details) - 2021 Incentive Plan - RSUs - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Number of Shares, Beginning balance | 2,103 | 0 | 0 |
Number of Shares, Granted | 3,719 | 2,075 | |
Number of shares, Added by performance factor | 300 | ||
Number of Shares, Released | (56) | ||
Number of Shares, Forfeited | (190) | ||
Number of Shares, Ending balance | 5,876 | 2,075 | 2,103 |
Number of Shares, Awards not vested, Beginning balance | $ 12.47 | $ 0 | $ 0 |
Weighted Average Market Value Per Share, Granted | 8.26 | 12.87 | |
Weighted Average Market Value Per Share, Added by performance factor | 12.87 | ||
Weighted Average Market Value Per Share, Released | 12.87 | ||
Weighted Average Market Value Per Share, Forfeited | 11.43 | ||
Weighted Average Market Value Per Share, Ending balance | $ 9.85 | $ 12.87 | $ 12.47 |
Weighted Average Remaining Contractual Term (in years) | 2 years 10 months 24 days | 3 years 4 months 24 days | 2 years 8 months 12 days |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Estimated Grant-Date Fair Values Assumptions (Details) | 3 Months Ended |
May 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Expected term (in years) | 6 years 3 months |
Expected equity price volatility | 44.17% |
Risk-free interest rate | 2.91% |
Expected dividend yield | 0% |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Functional Classification in the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based and unit-based compensation | $ 3,188 | $ 2,043 |
Cost of Revenue | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based and unit-based compensation | 221 | 200 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based and unit-based compensation | 479 | 323 |
Sales and Marketing Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based and unit-based compensation | 750 | 282 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based and unit-based compensation | $ 1,738 | $ 1,238 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2022 | Feb. 28, 2022 | |
Lessee Lease Description [Line Items] | ||
Right-of-use (ROU) operating asset | $ 28,761 | $ 28,102 |
Lease liability | $ 29,892 | |
Operating lease expiration date | 2030-06 | |
Operating lease, existence of option to extend | true | |
Lease deposit | $ 4,200 | $ 3,600 |
Financing lease expiration date | 2023-10 | |
Vehicle | ||
Lessee Lease Description [Line Items] | ||
Operating lease expiration date | 2025-06 | |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Operating lease extended term | 2 years | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Operating lease extended term | 5 years |
Leases - Classifications of Est
Leases - Classifications of Estimated ROU Assets, Net and Lease Liabilities (Details) - USD ($) $ in Thousands | May 31, 2022 | Feb. 28, 2022 |
Lease, Cost [Abstract] | ||
Right-of-use (ROU) operating asset | $ 28,761 | $ 28,102 |
Finance lease right-of-use asset | $ 3,108 | $ 3,719 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | Property and equipment, net |
Total right-of-use assets | $ 31,869 | $ 31,821 |
Operating lease liability - current | 8,240 | 7,652 |
Operating lease liability | 21,652 | 21,202 |
Finance lease liability - current | 2,206 | 2,307 |
Finance lease liability | 1,882 | 1,950 |
Total lease liabilities | $ 33,980 | $ 33,111 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Finance lease cost: | ||
Amortization of right-of-use asset | $ 611 | $ 1,193 |
Interest on lease liability | 70 | 130 |
Finance lease cost | 681 | 1,323 |
Operating lease cost: | ||
Operating lease cost | 1,372 | 1,349 |
Variable lease cost | 2,096 | 801 |
Sublease income | (228) | (174) |
Operating net lease cost | 3,240 | 1,976 |
Total net lease cost | $ 3,921 | $ 3,299 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 2,712 | $ 1,313 |
Leases - Weighted-average Remai
Leases - Weighted-average Remaining Lease Terms and Discount Rates of Leases (Details) | May 31, 2022 | May 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years): Finance lease | 1 year 1 month 20 days | 1 year 9 months 25 days |
Weighted-average remaining lease term (in years): Operating lease | 6 years 5 months 1 day | 5 years 3 months 7 days |
Weighted-average discount rate: Finance lease | 9.20% | 9.20% |
Weighted-average discount rate: Operating lease | 5.23% | 4.39% |
Leases - Undiscounted Future Ca
Leases - Undiscounted Future Cash Flows Utilized in Calculation of Lease Liabilities (Details) $ in Thousands | May 31, 2022 USD ($) |
Operating Leases | |
June 2022 - Febuary 2023 | $ 7,593 |
2024 | 8,520 |
2025 | 6,612 |
2026 | 4,386 |
2027 | 3,347 |
Thereafter | 2,878 |
Total | 33,336 |
Less: Present value discount | (3,444) |
Lease liabilities | 29,892 |
Finance Leases | |
June 2023 - Febuary 2024 | 2,146 |
2024 | 2,105 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total | 4,251 |
Less: Present value discount | (163) |
Lease liabilities | $ 4,088 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Income Tax Disclosure [Line Items] | |||
Income tax benefit (expense) | $ 8,469 | $ (1,378) | |
Tax rate | 40.20% | 0.80% | |
Loss before income tax provision | $ 21,090 | $ 167,977 | |
Gross unrecognized tax benefits | 2,600 | $ 2,600 | |
Maximum | |||
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits, gross interest and penalties accrued | $ 100 | $ 100 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information and Non-cash Investing and Financing activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest | $ 9,805 | $ 5,192 |
Income taxes | 1,971 | 463 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | 8,020 | 1,933 |
Right-of-use assets obtained in exchange for operating lease obligations | 3,524 | $ 22,420 |
Shares withheld for taxes on vesting of restricted stock | 1,330 | |
Conversion of Common Units to Class A Common Stock | $ 195 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 3 Months Ended | |
Jun. 08, 2021 | May 31, 2022 | |
Class A Ordinary Shares | ||
Subsequent Event [Line Items] | ||
Number of days volume-weighted average price | 5 days | 5 days |