Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | May 14, 2021 | Aug. 31, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Feb. 28, 2021 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | E2open Parent Holdings, Inc. | ||
Entity Central Index Key | 0001800347 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --02-28 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 425,592,000 | ||
Entity Common Stock, Shares Outstanding | 187,051,142 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
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 Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE: None | ||
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 Stockat an exercise price of $11.50 | ||
Trading Symbol | ETWO WT | ||
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 194,717 | $ 19,494 |
Restricted cash | 12,825 | 28,934 |
Accounts receivable - net of allowance of $908 and $1,631, respectively | 112,657 | 118,777 |
Prepaid expenses and other current assets | 12,643 | 12,602 |
Total current assets | 332,842 | 179,807 |
Long-term investments | 224 | 179 |
Goodwill | 2,628,646 | 752,756 |
Intangible assets, net | 824,851 | 467,593 |
Property and equipment, net | 44,198 | 25,232 |
Other noncurrent assets | 7,416 | 14,445 |
Total Assets | 3,838,177 | 1,440,012 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 70,233 | 58,451 |
Incentive program payable | 12,825 | 28,934 |
Deferred revenue | 89,691 | 142,027 |
Acquisition-related obligations | 2,000 | 3,100 |
Current portion of notes payable and capital lease obligations | 9,232 | 64,902 |
Total current liabilities | 183,981 | 297,414 |
Long-term deferred revenue | 482 | 2,656 |
Notes payable and capital lease obligations | 509,388 | 886,806 |
Tax receivable agreement liability | 50,114 | |
Warrant liability | 68,772 | |
Contingent consideration | 150,808 | |
Deferred taxes | 396,217 | 36,636 |
Other noncurrent liabilities | 1,057 | 1,908 |
Total liabilities | 1,360,819 | 1,225,420 |
Commitments and Contingencies (Note 25) | ||
Stockholders' Equity | ||
Members' capital | 433,992 | |
Additional paid-in capital | 2,071,206 | |
Accumulated other comprehensive income (loss) | 2,388 | (898) |
Retained earnings (accumulated deficit) | 10,800 | (218,502) |
Total stockholders' equity | 2,084,413 | 214,592 |
Noncontrolling interest | 392,945 | |
Total equity | 2,477,358 | 214,592 |
Total Liabilities and Stockholders' Equity | 3,838,177 | $ 1,440,012 |
Class A ordinary shares | ||
Stockholders' Equity | ||
Class A common stock (Successor); $0.0001 par value, 2,500,000,000 shares authorized; 187,051,142 issued and outstanding as of February 28, 2021 | $ 19 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Accounts receivable, allowance | $ 908 | $ 1,631 |
Class A ordinary shares | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 2,500,000,000 | |
Common stock, shares issued | 187,051,142 | 349,000,000 |
Common stock, shares outstanding | 187,051,142 | 349,000,000 |
Class V common stock | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 40,000,000 | |
Common stock, shares issued | 35,636,680 | |
Common stock, shares outstanding | 35,636,680 | |
Series B-1 common stock | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 9,000,000 | |
Common stock, shares issued | 8,120,367 | |
Common stock, shares outstanding | 8,120,367 | |
Series B-2 common stock | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 4,000,000 | |
Common stock, shares issued | 3,372,184 | |
Common stock, shares outstanding | 3,372,184 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Revenue | ||||
Total revenue | $ 21,365 | $ 308,647 | $ 305,102 | $ 201,207 |
Cost of Revenue | ||||
Amortization of acquired intangible assets | 4,037 | 18,921 | 19,538 | 8,350 |
Total cost of revenue | 16,184 | 114,989 | 121,065 | 73,560 |
Gross Profit | 5,181 | 193,658 | 184,037 | 127,647 |
Operating Expenses | ||||
Research and development | 10,458 | 53,788 | 61,882 | 42,523 |
Sales and marketing | 8,788 | 46,034 | 53,605 | 34,398 |
General and administrative | 23,123 | 37,355 | 51,799 | 28,001 |
Acquisition-related expenses | 4,317 | 14,348 | 26,709 | 15,577 |
Amortization of acquired intangible assets | 1,249 | 31,275 | 31,129 | 20,061 |
Total operating expenses | 47,935 | 182,800 | 225,124 | 140,560 |
(Loss) income from operations | (42,754) | 10,858 | (41,087) | (12,913) |
Other (expense) income | ||||
Interest and other expense, net | (1,928) | (65,469) | (67,554) | (20,846) |
Loss on extinguishment of debt | (4,604) | |||
Gain from change in fair value of contingent consideration | 33,740 | |||
Total other income (expenses) | 54,999 | (65,469) | (67,554) | (25,450) |
Income (loss) before income tax benefit | 12,245 | (54,611) | (108,641) | (38,363) |
Income tax benefit | 612 | 6,681 | 7,271 | 8,245 |
Net income (loss) | 12,857 | (47,930) | (101,370) | (30,118) |
Less: Net income attributable to noncontrolling interest | 2,057 | |||
Net income attributable to E2open Parent Holdings, Inc. | $ 10,800 | (101,370) | ||
Net income attributable to E2open Parent Holdings, Inc. Class A common stockholders per share: | ||||
Basic | $ 0.06 | |||
Diluted | $ 0.06 | |||
Warrants | ||||
Other (expense) income | ||||
Gain from change in fair value of warrant liability | $ 23,187 | |||
Subscription Revenue | ||||
Revenue | ||||
Total revenue | 14,117 | 259,707 | 243,981 | 153,634 |
Cost of Revenue | ||||
Cost of revenue | 7,823 | 55,602 | 59,113 | 33,537 |
Professional Services | ||||
Revenue | ||||
Total revenue | 7,248 | 48,940 | 61,121 | 47,573 |
Professional Services and Other | ||||
Cost of Revenue | ||||
Cost of revenue | $ 4,324 | $ 40,466 | $ 42,414 | $ 31,673 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 12,857 | $ (47,930) | $ (101,370) | $ (30,118) |
Other comprehensive income (loss), net | ||||
Net unrealized loss on investments | (7) | (2,777) | ||
Net foreign currency translation gain (loss) | 2,388 | (10) | 233 | (73) |
Total other comprehensive income (loss), net | 2,388 | (10) | 226 | (2,850) |
Comprehensive income (loss) | 15,245 | (47,940) | (101,144) | (32,968) |
Comprehensive income (loss) attributable to noncontrolling interest | 2,439 | |||
Comprehensive income (loss) attributable to E2open Parent Holdings, Inc. | $ 12,806 | $ (47,940) | $ (101,144) | $ (32,968) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Previously Reported | Adoption of New Accounting Standard | Member's Capital | Member's CapitalPreviously Reported | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Previously Reported | Accumulated Deficit | Accumulated DeficitPreviously Reported | Accumulated DeficitAdoption of New Accounting Standard | Common Stock | Additional Paid-In Capital | Parent | Noncontrolling Interest |
Balance at Feb. 28, 2018 | $ 320,130 | $ 409,741 | $ 1,726 | $ (91,337) | ||||||||||
Investment by member | 85 | 85 | ||||||||||||
Net assets contributed by member | 9,394 | 9,394 | ||||||||||||
Repurchase of membership units | (1,564) | (1,564) | ||||||||||||
Unit-based compensation expense | 8,166 | 8,166 | ||||||||||||
Net loss and comprehensive loss | (32,968) | (2,850) | (30,118) | |||||||||||
Net income | (30,118) | |||||||||||||
Balance at Feb. 28, 2019 | 307,566 | $ 303,243 | $ 4,323 | 425,822 | $ 425,822 | (1,124) | $ (1,124) | (117,132) | $ (121,455) | $ 4,323 | ||||
Comprehensive income | (2,850) | |||||||||||||
Investment by member | 63 | 63 | ||||||||||||
Repurchase of membership units | (115) | (115) | ||||||||||||
Unit-based compensation expense | 8,222 | 8,222 | ||||||||||||
Net loss and comprehensive loss | (101,144) | 226 | (101,370) | |||||||||||
Net income | (101,370) | |||||||||||||
Balance at Feb. 29, 2020 | $ 214,592 | 433,992 | (898) | (218,502) | ||||||||||
Accounting Standards Update [Extensible List] | ASC 606 | |||||||||||||
Comprehensive income | $ 226 | |||||||||||||
Balance at Feb. 29, 2020 | 214,592 | |||||||||||||
Investment by member | 3,501 | 3,501 | ||||||||||||
Unit-based compensation expense | 7,277 | 7,277 | ||||||||||||
Net loss and comprehensive loss | (47,940) | (10) | (47,930) | |||||||||||
Net income | (47,930) | |||||||||||||
Balance at Feb. 03, 2021 | 177,430 | $ 444,770 | (908) | (266,432) | ||||||||||
Comprehensive income | (10) | |||||||||||||
Balance at Feb. 03, 2021 | 2,429,113 | $ 19 | $ 2,038,206 | $ 2,038,225 | $ 390,888 | |||||||||
Net loss and comprehensive loss | 15,245 | |||||||||||||
Share-based compensation expense | 33,000 | 33,000 | 33,000 | |||||||||||
Net income | 12,857 | 10,800 | 10,800 | 2,057 | ||||||||||
Comprehensive income | 2,388 | 2,388 | 2,388 | |||||||||||
Balance at Feb. 28, 2021 | $ 2,477,358 | $ 2,388 | $ 10,800 | $ 19 | $ 2,071,206 | $ 2,084,413 | $ 392,945 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Cash flows from operating activities | |||||
Net income (loss) | $ 12,857 | $ (47,930) | $ (101,370) | $ (30,118) | |
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||
Depreciation and amortization | 6,394 | 63,263 | 60,416 | 34,348 | |
Amortization of deferred commissions | 34 | 3,937 | 2,238 | ||
Amortization of debt issuance costs | 206 | 4,007 | 3,519 | 1,296 | |
Share-based and unit-based compensation | 33,000 | 7,277 | 8,222 | 8,166 | |
Gain from change in fair value of contingent consideration | (33,740) | ||||
Gain on sale of short-term investment | (2,246) | ||||
Loss on disposal of property and equipment | 9 | 33 | 142 | 47 | |
Loss on extinguishment of debt | 4,604 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable, net | 11,514 | (5,395) | (49,992) | (7,958) | |
Prepaid expenses and other current assets | 3,622 | (3,611) | (1,276) | 726 | |
Other noncurrent assets | 11,017 | (5,410) | (9,113) | (472) | |
Accounts payable and accrued liabilities | (6,648) | 12,456 | 5,493 | (6,284) | |
Incentive program payable | 1,328 | (17,437) | (1,581) | 15,815 | |
Deferred revenue | (8,733) | 4,808 | 36,770 | 1,406 | |
Changes in other liabilities | (1,872) | (7,344) | (9,169) | (9,370) | |
Net cash provided by (used in) operating activities | 5,801 | 8,654 | (55,847) | 9,883 | |
Cash flows from investing activities | |||||
Proceeds withdrawn from Trust Account | 414,053 | ||||
Payments for acquisitions - net of cash acquired | (879,907) | (431,399) | (244,449) | ||
Capital expenditures | (1,470) | (13,990) | (11,563) | (2,712) | |
Proceeds from disposal of property and equipment | 49 | ||||
Sale of marketable securities | 11,419 | ||||
Net cash used in investing activities | (467,275) | (13,990) | (442,962) | (235,742) | |
Cash flows from financing activities | |||||
Proceeds from PIPE Investment | 627,500 | ||||
Proceeds from sale of membership units | 3,501 | 63 | 85 | ||
Repurchase of membership units, net | (115) | (1,564) | |||
Proceeds from indebtedness | 23,377 | 492,588 | 480,000 | ||
Repayments of indebtedness | (21,891) | (5,529) | (197,979) | ||
Debt extinguishment costs | (3,085) | ||||
Repayments of capital lease obligations | (468) | (6,038) | (6,449) | (5,245) | |
Payments of debt issuance costs | (12,941) | (11,538) | |||
Net cash (used in) provided by financing activities | (468) | 626,449 | 467,617 | 260,674 | |
Effect of exchange rate changes on cash and cash equivalents | 41 | (98) | 232 | (112) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (461,901) | 621,015 | (30,960) | 34,703 | |
Cash, cash equivalents and restricted cash at beginning of period | 669,443 | 48,428 | $ 48,428 | 79,388 | 44,685 |
Cash, cash equivalents and restricted cash at end of period | 207,542 | 669,443 | 207,542 | 48,428 | 79,388 |
Reconciliation of cash, cash equivalents and restricted cash: | |||||
Cash and cash equivalents | 194,717 | 657,946 | 194,717 | 19,494 | 48,873 |
Restricted cash | 12,825 | 11,497 | 12,825 | 28,934 | 30,515 |
Cash, cash equivalents and restricted cash at end of period | 207,542 | 669,443 | $ 207,542 | 48,428 | 79,388 |
Supplemental Information - Cash Paid (Received) for: | |||||
Interest | 1,695 | 61,728 | 62,159 | 22,744 | |
Income taxes | (39) | 1,660 | 1,825 | 1,223 | |
Non-Cash Investing and Financing Activities: | |||||
Capital expenditures financed under capital lease obligations | 11,802 | 3,218 | 3,612 | ||
Capital expenditures included in accounts payable and accrued liabilities | 1,199 | 273 | 2,175 | 432 | |
Prepaid software, maintenance and insurance under notes payable | $ 892 | 112 | |||
Membership units issued in connection with acquisitions | 9,394 | ||||
Warrants | |||||
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||
Gain from change in fair value | $ (23,187) | ||||
Earn Out Liability | |||||
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||
Gain from change in fair value | $ (146) | $ (77) |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Feb. 28, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Organization CC Neuberger Principal Holdings I (CCNB1) was a blank check company incorporated in the Cayman Islands on January 14, 2020. CCNB1 was incorporated 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) of 41,400,000 units at $10.00 per unit and private placement of 10,280,000 warrants generating gross proceeds of $424.3 million. Upon the closing of the IPO and private placement, $414.0 million of the proceeds were placed in a trust account (Trust Account) and invested until the completion of the Business Combination, as described below. 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.” (the Company or E2open) and change 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 consolidated financial statements. E2open contributed, as a capital contribution in exchange for a portion of the equity interests in E2open Holdings it acquired, the amount of cash available after payment of the merger consideration under the Business Combination Agreement. The merger consideration along with new financing proceeds were used to pay transaction expenses, repay indebtedness and fund the expense account of the representative of the Company’s equity holders under the Business Combination Agreement. Additionally, the limited liability company agreement of E2open Holdings was amended and restated to, among other things, reflect the Company Merger and admit E2open Parent Holdings, Inc. as the managing member of the Company. As a result of the Business Combination, the Company’s trading symbol on the New York Stock Exchange (NYSE) was changed from “PCPL” to “ETWO”. See Note 3, Business Combination and Acquisitions Tax Receivable Agreement Description of Business The Company is headquartered in Austin, Texas. E2open is a leading provider of 100% cloud-based, end-to-end supply chain management software. The Company’s software combines networks, data and applications to provide a deeply embedded, mission-critical platform that allows customers to optimize their supply chain by accelerating growth, reducing costs, increasing visibility and driving improved resiliency. Given the business-critical nature of the Company’s solutions, it maintains deep, long-term relationships with its customers across a wide range of end-markets, including technology, consumer, industrial and transportation, among others. The COVID-19 pandemic has caused business disruptions worldwide since January 2020. The full extent to which the pandemic will impact the Company’s business, operations, cash flows and financial condition will depend on future developments that are difficult to accurately predict. The Company has experienced modest adverse impacts as it relates to lengthening of sales cycles and delays in delivering professional services and training to customers. The Company has also experienced modest positive impacts from cost savings in certain operating expenses due to reduced business travel, deferred hiring for some positions and the cancellation or virtualization of customer events. As the global pandemic continues to evolve, the Company will continue monitoring the situation to understand its impacts on its business and operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation As a result of the Business Combination, for accounting purposes, the Company is the acquirer and E2open Holdings is the acquiree and accounting predecessor. The financial statement presentation includes the financial statements of E2open Holdings as “Predecessor” for periods prior to the Closing Date and of the Company as “Successor” for the periods after the Closing Date, including the consolidation of E2open Holdings. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. 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. The historical financial information is not necessarily indicative of the Company’s future results of operations, financial position and cash flows. Fiscal Year The Company’s fiscal year ends on the last day of February each year. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain 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 consolidated financial statements and the reported results of operations during the reporting period. Such management estimates include reserves for bad debt, 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, warrants, contingent consideration and the accounting for business combinations. These estimates are based on information available as of the date of the 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 customer budget cycles and customary European vacation schedules, with higher sales 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. Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (CODM), which the Company has determined is its chief executive officer. The CODM evaluates the Company’s financial information and performance on a consolidated basis. The Company operates with centralized functions and delivers most of its products in a similar way on an integrated cloud-based platform. Business Combinations The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) 805, Business Combinations Software Development Costs The Company capitalizes certain software development costs incurred during the application development stage. Software development costs include salaries and other personnel-related costs, including employee benefits, share-based compensation and bonuses attributed to programmers, software engineers and quality control teams working on the Company’s software solutions. The costs related to software development are included in property and equipment, net in the Consolidated Balance Sheets. Under this accounting framework, the Company had capitalized software costs of $7.4 million and a nominal amount as of February 28, 2021 and February 29, 2020, respectively. The Company recognized $0.1 million and $0.8 million of amortization of capitalized software development costs for periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively. The Company did not recognize any amortization of capitalized software development costs for the fiscal years ended February 29, 2020 and February 28, 2019, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company deposits cash and cash equivalents with high-quality financial institutions. Accounts receivable are typically unsecured and derived from sales of subscriptions and support, as well as professional services, principally to large creditworthy technology, industrial, consumer goods, pharmaceutical and energy companies. Credit risk is concentrated primarily in North America, Europe, and parts of Asia. The Company has historically experienced insignificant credit losses. The Company maintains allowances for estimated credit losses based on management’s assessment of the likelihood of collection. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. The Company’s account balances at one or more institutions periodically exceed the Federal Deposit Insurance Corporation (FDIC) insurance coverage and, as a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses and believes the risk is not significant. Restricted Cash Restricted cash represents customer deposits for the incentive payment program. The Company offers services to administer incentive payments to partners on behalf of the Company’s customers. The Company’s customers deposit these funds into a restricted cash account with an offset included as a liability in incentive program payable in the Consolidated Balance Sheets. Accounts Receivable, Net of Allowance Accounts receivable are initially recorded upon the sale of solutions to customers. Credit is granted in the normal course of business without collateral. Accounts receivable are stated net of allowances for doubtful accounts, which represent estimated losses resulting from the inability of certain customers to make the required payments. When determining the allowances for doubtful accounts, the Company takes several factors into consideration, including the overall composition of the accounts receivable aging, prior history of accounts receivable write-offs and experience with specific customers. The Company writes off accounts receivable when they are determined to be uncollectible. Changes in the allowances for doubtful accounts are recorded as bad debt expense and are included in general and administrative expense in the Consolidated Statements of Operations. Goodwill Goodwill represents the excess of the purchase price over the estimated fair values of the net tangible and intangible assets of acquired entities. The Company performs a goodwill impairment test annually during the fourth quarter of the fiscal year and more frequently if an event or circumstance indicates that impairment may have occurred. Triggering events that may indicate a potential impairment include but are not limited to significant adverse changes in customer demand or business climate, obsolescence of acquired technology, and related competitive considerations. The Company performs the goodwill impairment test in accordance with guidance issued by the Financial Accounting Standards Board (FASB). The guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit, if any. If an entity determines that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. The Company has one reporting unit and did not record any goodwill impairment charges for the periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021 and the fiscal years ended February 29, 2020 and February 28, 2019. Intangible Assets, Net The Company has intangible assets with both definite and indefinite useful lives. Definite-lived intangible assets are carried at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives. The straight-line method approximates the manner in which cash flows are generated from the intangible assets. Amortization periods for definite-lived intangible assets are as follows: Successor Predecessor February 28, 2021 February 29, 2020 Trade names Indefinite 15 years or Indefinite Noncompete agreements N/A 1-5 years Customer relationships 20 years 10-15 years Technology 7-10 years 7 years Content library 10 years 10 years Backlog N/A 4 years Trade names are the only indefinite-lived assets that are not subject to amortization. The Company tests these indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter of the fiscal year or more frequently if an event occurs or circumstances change that indicate that the fair value of an indefinite-lived intangible asset could be below its carrying amount. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If this is the case, a quantitative assessment is performed. The qualitative impairment test consists of comparing the fair value of the indefinite-lived intangible asset, determined using the relief from royalty method, with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value. Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. Critical estimates in valuing the intangible assets include, but are not limited to, forecasts of the expected future cash flows attributable to the respective assets, anticipated growth in revenue from the acquired customer and product base, and the expected use of the acquired assets. Property and Equipment, Net Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally two to seven years. Leasehold improvements are amortized using the straight-line method over the remaining lease term or the estimated lives of the assets, if shorter. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the Consolidated Balance Sheets, and any resulting gain or loss is reflected in the Consolidated Statements of Operations. No material gains or losses on disposal of property and equipment were recorded during the periods from February 4, 2021 through February 28, 2021 and March 1, 2021 through February 3, 2021 and fiscal years ended February 29, 2020 and February 28, 2019. Impairment of Long-Lived Assets The Company evaluates the recoverability of its long-lived assets, which consist principally of property and equipment and acquired intangible assets with finite lives, whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset is measured by comparing the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. If that review indicates that the carrying amount of the long-lived asset is not recoverable, an impairment charge is recorded for the amount by which the carrying amount of the asset exceeds its fair value. The Company did not record any long-lived asset impairment charges during the periods from February 4, 2021 through February 28, 2021 and March 1, 2021 through February 3, 2021 and fiscal years ended February 29, 2020 and February 28, 2019. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices in an active market; • Level 2, defined as inputs other than the quoted prices in an active market that are observable either directly or indirectly; and • Level 3, defined as unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warrant Liability The Company has public and private placement warrants as well as warrants available under the Forward Purchase Agreement dated as of April 28, 2020 by and between CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP. The Company classifies as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company’s control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). For equity-linked contracts that are classified as liabilities, the Company records the fair value of the equity-linked contracts at each balance sheet date and records the change in the statements of operations as a gain (loss) from change in fair value of warrant liability. The Company’s public warrant liability is valued using a binomial lattice pricing model. The Company’s private placement warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s 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 rates. The valuation methodologies for the warrants and forward purchase agreement included in warrant liability include certain significant unobservable inputs, resulting in such valuations classified as Level 3 in the fair value measurement hierarchy. The Company assumes a volatility based on the implied volatility of the public warrants and the Company's peer group, which includes American Software, Inc. (NasdaqGS: AMSW.A), Generix SA (ENXTPA: GENX), Manhattan Associates, Inc. (NasdaqGS: MANH), SPS Commerce, Inc. (NasdaqGS: SPSC), Park City Group, Inc. (NasdaqCM: PCYG), GTY Technology Holdings Inc. (NasdaqCM: GTYH), TrackX Holdings Inc. (TSXV: TKX), Tecsys Inc. (TSX: TCS), and The Descartes Systems Group Inc (TSX: DSG). The Company also assumed no dividend payout. Contingent Consideration The contingent consideration liability is due to the issuance of the two tranches of restricted 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. The Company also has deferred consideration (earn-out) payments that are due upon the successful attainment of revenue related criteria related to the Averetek, LLC (Averetek) acquisition. These restricted shares, Common Units and deferred consideration payments are treated as a contingent consideration liability under ASC 805 and valued at fair market value on the acquisition date and will be remeasured at each reporting date and adjusted if necessary. The Company’s 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. Indemnification The Company includes service-level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of service as a director or officer. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. The Company’s arrangements include provisions indemnifying customers against liabilities if the Company’s products infringe a third-party’s intellectual property rights. The Company has not incurred any costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. Noncontrolling Interests Noncontrolling interest represents the portion of E2open Holdings that the Company controls and consolidates but does not own. The Company recognizes each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interests are subsequently adjusted for the noncontrolling holder’s share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. The Company allocates net income or loss to noncontrolling interests based on the weighted average ownership interest during the period. The net income or loss that is not attributable to the Company is reflected in net income (loss) attributable to noncontrolling interests in the Consolidated Statements of Operations. The Company does not recognize a gain or loss on transactions with a consolidated entity in which it does not own 100% of the equity, but the Company reflects the difference in cash received or paid from the noncontrolling interests carrying amount as additional paid-in-capital. Certain limited partnership interests, including common units, are exchangeable into the Company’s Class A common stock. Class A common stock issued upon exchange of a holder’s noncontrolling interest is accounted for at the carrying value of the surrendered limited partnership interest and the difference between the carrying value and the fair value of the Class A common stock issued is recorded to additional paid-in-capital. Advertising Costs Advertising costs, which include primarily print materials and sponsorship of events, are expensed as incurred and included in sales and marketing expense in the Consolidated Statements of Operations. Advertising expense has been insignificant to date. Severance and Exit Costs Severance expenses consist of severance for employees that have been terminated or identified for termination. Exit costs consist of expenses associated with vacating certain facility leases prior to the lease term which generally include the remaining payments on an operating lease. Lease termination obligations are reduced for future sublease income. Severance costs related to workforce reductions are recorded when the Company has committed to a plan of termination and notified the employees of the terms of the plan. Acquisition-Related Expenses Acquisition-related expenses consist of third-party accounting, legal, investment banking fees, severance, facility exit costs, travel expenses, and other expenses incurred solely to prepare for and execute the acquisition and integration of a business. These costs are expensed as incurred. Share-Based Compensation The Company measures and recognizes compensation expense for all share-based awards at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options. For restricted stock grants and certain performance-based awards, fair value is determined as the average price of the Company’s Class A common stock, par value $0.0001 per share (Class A Common Stock) on the date of grant. The determination of fair value of share-based awards on the date of grant using an option-pricing model is affected by the stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The expected terms of the options are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at grant date. Volatility is based on the average of historical and implied volatility of comparable companies from a representative peer group based on industry and market capitalization data. The Company has not historically issued any dividends and does not expect to in the future. For performance-based awards where the number of shares includes a relative revenue growth modifier to determine the number of shares earned at the end of the performance period, the number of shares earned will depend on which range the Company’s total revenue growth falls within over the performance period. The fair value of the performance-based shares with the revenue growth modifier is determined using a Black-Scholes valuation model. In the period it becomes probable that the minimum threshold specified in the performance-based award will be achieved, the Company recognizes expense for the proportionate share of the total fair value of the award related to the vesting period that has already lapsed. The remaining fair value of the award is expensed on a straight-line basis over the balance of the vesting period. If the Company determines that it is no longer probable that it will achieve the minimum performance threshold specified in the award, all previously recognized compensation expense will be reversed in the period such determination is made. The Company does not estimate forfeitures for share-based awards; therefore, it will record compensation costs for all awards and record actual forfeitures as they occur. Unit-Based Compensation The pre-Business Combination unit-based compensation expense associated with awards to employees and directors was measured at the grant date based on the fair value of the awards that were expected to vest. For time-based awards, the expense was recognized on a straight-line basis over the requisite service period of the award, which was generally four years. For performance-based awards, the expense was recognized when the performance obligation was probable of occurring. The fair value of options was estimated using the Black-Scholes option-pricing model. Use of this model requires management to make estimates and assumptions regarding expected option life, volatility, risk-free interest rate, and dividend yields. The Company did not estimate forfeitures for unit-based awards; therefore, compensation costs was recorded for all awards and adjusted for forfeitures as they occurred. The Company did not have material forfeitures in any period. Foreign Currency Translation The Company’s reporting currency is the U.S. dollar. The functional currency of most of the Company’s foreign subsidiaries is the applicable local currency, although the Company has several subsidiaries with functional currencies that differ from their local currencies, of which the most notable exception is the subsidiary in India, whose functional currency is the U.S. dollar. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the consolidated balance sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments resulting from the process of translating foreign currency financial statements into U.S. dollars are reported as a component of accumulated other comprehensive income (loss). Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction. Net transaction gain (loss) from foreign currency contracts recorded in the Consolidated Statements of Operations were $0.2 million and $0.2 million for the periods February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively, and $0.2 million and $(0.1) million for the fiscal years ended February 29, 2020 and February 28, 2019, respectively. Comprehensive Income (Loss) Comprehensive income (loss) includes net loss, as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s elements of other comprehensive income (loss) are unrealized gains on investments and cumulative foreign currency translation adjustments. Deferred Financing Costs The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are included in notes payable and capital lease obligations in the Consolidated Balance Sheets. Deferred financing costs related to notes payable are amortized to interest expense over the terms of the related debt, using the effective interest method. Upon the extinguishment of the related debt, any unamortized deferred financing costs are immediately recorded to gain/loss on extinguishment of debt. Deferred financing costs related to capital lease obligations are amortized on a straight line basis. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized. The Company accounts for uncertain tax positions by reporting a liability for unrecognizable tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Revenue Recognition Effective March 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers The Company generates revenue from the sale of subscriptions and professional services. The Company recognizes revenue when the customer contract and associated performance obligations have been identified, the transaction price has been determined and allocated to the performance obligations in the contract, and the performance obligations have been satisfied. The Company recognizes revenue net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Subscription Revenue The Company offers cloud-based on-demand software solutions, which enable its customers to have constant access to its solutions without the need to manage and support the software and associated hardware themselves. The Company houses the hardware and software in third-party facilities and provides its customers with access to the software solutions, along with data security and storage, backup, and recovery services, and solution support. The Company’s customer contracts typically have a term of three to five years. The Company primarily invoices its customers for subscriptions in advance for annual use of the software solutions. The Company’s payment terms typically require customers to pay within 30 to 90 days from the invoice date. The Company also offers applications which enable its customers to have access to an electronic commerce transaction platform for the international container shipping industry. The majority of the Company’s contracts provide for fixed annual subscription fees. Some of the Company’s contracts with customers are volume-based transaction fees, based on the volume of transactions booked on the platform for two particular products. For subscription-based contracts, the Company generally invoices annually in advance. Under the previous standard, the Company limited subscription revenue recognition to the contractually billable amounts in each year of the subscription. Under the new standard, subscription revenue is recognized ratably over the life of the contract. The impact of this change was insignificant; therefore, no cumulative adjustment was made to the opening balance sheet for revenue recognition at adoption of the new standard. For transactional based contracts, the Company primarily recognizes revenue and invoices for these transactions once incurred, on a monthly basis. This is unchanged from the previous standard. Professional Services Professional services revenue is derived primarily from fees for enabling services, including solution consulting and solution deployment. These services are often sold in conjunction with the sale of the Company’s solutions. The Company provides professional services primarily on a time and materials basis, but also on a fixed fee basis. Customers are invoiced for professional services either monthly in arrears or, as with fixed fee arrangements, in advance and upon reaching project milestones. Professional services revenue is recognized over time. For services that are contracted for at a fixed price, progress is generally measured based on labor hours incurred as a percentage of the total estimated hours required for complete satisfaction of the related performance obligations. For services that are contracted on at time and materials or prepaid basis, progress is generally based on actual labor hours expended. These input methods (e.g., hours incurred or expended) are considered a faithful depiction of the Company’s efforts to satisfy services contracts as they represent the performance obligation consumed by the customer and performed by the Company and therefore reflect the transfer of services to a customer under such contracts. The adoption of the new standard did not result in a material change to the re |
BUSINESS COMBINATION AND ACQUIS
BUSINESS COMBINATION AND ACQUISITIONS | 12 Months Ended |
Feb. 28, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION AND ACQUISITIONS | 3 . BUSINESS COMBINATION AND ACQUISITIONS Business Combination The Business Combination of the Company and E2open Holdings was completed on February 4, 2021. The Business Combination was accounted for as a business combination under ASC 805, Business Combinations • E2open Parent Holdings, Inc. is the sole managing member of E2open Holdings having full and complete authority over of all the affairs of E2open while the non-managing member equity holders do not have substantive participating or kick out rights; • The Sponsor and its affiliates had the right to nominate five or six initial members of the Company’s board of directors; • The predecessor controlling shareholder of E2open Holdings, Insight Partners, did not have a controlling interest in E2open Parent Holdings, Inc. or E2open Holdings as it held less than 50% of the voting interests after the Business Combination. These factors support the conclusion that E2open Parent Holdings, Inc. acquired a controlling interest in E2open Holdings and is the accounting acquirer. E2open Parent Holdings, Inc. is the primary beneficiary of E2open Holdings, which is a variable interest entity, since it has the power to direct the activities of E2open Holdings that most significantly impact E2open Holdings economic performance through its role as the managing member. E2open Parent Holdings, Inc.’s variable interest in E2open Holdings includes ownership of E2open Holdings, which results in the right and obligation to receive benefits and absorb losses of E2open Holdings that could potentially be significant to E2open Parent Holdings, Inc. Therefore, the Business Combination represented a change in control and is accounted for using the acquisition method. Under the acquisition method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed from E2open Holdings based on their estimated acquisition-date fair values. The cash consideration in the Business Combination included cash from (1) the Trust Account in the amount of $414.0 million which was received in CCNB1’s IPO, (2) $525.0 million in proceeds from the issuance of a new term loan, (3) $695.0 million in proceeds from the investors purchasing an aggregate of 69.5 million Class A Common Stock in connection with the Business Combination (PIPE Investment) and (4) $200.0 million in proceeds from the Forward Purchase Agreement. E2open Holdings received $627.5 million of the PIPE Investment funds prior to the closing of the Business Combination. The following summarizes the estimated fair value of the Business Combination: ($ in thousands) Fair Value Equity consideration paid to existing E2open Holdings ownership, net (1) $ 461,549 Cash consideration to E2open Holdings, net of $15.1 million post business combination expense 585,971 Cash repayment of debt 978,521 Contingent consideration 158,598 Tax receivable agreement payable (2) 49,892 Cash paid for seller transaction costs 38,135 Estimated fair value of the Business Combination $ 2,272,666 (1) Equity consideration paid to E2open Holdings equity holders consisted of the following: (In thousands, except per share data) Consideration Common shares subject to sales restriction 43,300 Fair value per share $ 10.98 Equity consideration paid to existing E2open Holdings ownership $ 475,434 Less: Acceleration of Class A and Class B units post business combination expense (13,885 ) Equity consideration paid to existing E2open Holdings ownership, net $ 461,549 (2) Payable for 85% of the tax savings realized during the exchange of E2open Holdings’ common units for shares of common stock, cash or other tax benefits under the Tax Receivable Agreement, as defined below. See Note 11, Tax Receivable Agreement for additional information. The Company recorded the preliminary allocation of the purchase price to the Predecessor’s tangible and intangible assets acquired and liabilities assumed based on their fair values as of February 4, 2021. The preliminary purchase price allocation is as follows: ($ in thousands) Fair Value Cash and cash equivalents $ 180,115 Account receivable, net 124,168 Other current assets 23,623 Property and equipment, net 37,924 Intangible assets 830,000 Goodwill (1) 2,628,964 Non-current assets 4,930 Current liabilities (2) (159,463 ) Notes payable and capital lease obligations (511,762 ) Warrant liability (91,959 ) Noncurrent liabilities (2) (402,986 ) Noncontrolling interest (3) (390,888 ) Total assets acquired and liabilities assumed $ 2,272,666 (1) Goodwill that arose from the step-up in tax basis from the Business Combination is tax deductible for the Company; the majority of E2open Holdings’ goodwill is not deductible for tax purposes. (2) The deferred revenue reflects a $60.7 million reduction in deferred revenues related to the estimated fair values of the acquired deferred revenue. The adjustment is based on the fair value estimates for deferred revenue, adjusted for costs to fulfill the liabilities assumed, plus a normal profit margin. (3) Noncontrolling interest represents the 16.0% ownership in E2open Holdings not owned by the Company as of the Closing Date. The fair value of the noncontrolling interest follows: (In thousands, except per share data) Fair Value Common shares subject to sale restriction 35,600 Fair value per share $ 10.98 Noncontrolling interest $ 390,888 The fair value of the intangible assets is as follows: ($ in thousands) Weighted Average Useful Lives Fair Value Indefinite-lived Trademark / trade name (1) Indefinite $ 110,000 Definite-lived Customer relationships (2) 20 300,000 Technology (3) 8.5 370,000 Content library (4) 10 50,000 Total definite-lived 720,000 Total intangible assets $ 830,000 (1) The trademark and trade name represent the tradenames that E2open Holdings originated or acquired which were valued using the relief-from-royalty method. (2) The customer relationships represent the existing customer relationships of E2open Holdings that was estimated by applying the with-and-without methodology, a form of the income approach. (3) The developed technology represents technology acquired and developed by E2open Holdings for the purpose of generating income for E2open Holdings, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration. (4) The content library represents the content contributed by network participants to the E2open Holdings business network, which was valued using the replacement cost method. The preliminary allocation of the purchase price is based on preliminary valuations performed to determine the fair value of the net assets as of the Closing Date. This allocation is subject to revision as the assessment is based on preliminary information subject to refinement. E2open Holdings incurred $6.5 million of expenses directly related to the Business Combination from March 1, 2020 through February 3, 2021 which were included in acquisition-related expense in the Consolidated Statements of Operations. From January 14, 2020 (inception) through the date of its last filing for the year ending December 31, 2020, CCNB1 incurred $3.9 million of transaction related expenses. From January 1, 2021 through February 3, 2021, CCNB1 incurred $0.8 million of expenses related to the Business Combination. E2open Holdings paid $0.6 million of debt issuance costs on the Closing Date which were capitalized and recorded as a reduction to the outstanding debt balances. On the Closing Date, the Company paid $14.5 million of deferred underwriting costs related to CCNB1’s initial public offering. At the closing of the Business Combination, $10.9 million fees related to the PIPE Investment and $20.2 million of debt issuance costs, including the $0.6 million paid by E2open Holdings, were paid by the Company. Additionally, $31.0 million and $16.9 million of acquisition-related advisory fees related to the reverse merger were paid by E2open Holdings and CCNB1, respectively, at the closing of the Business Combination and as these advisory fees were contingent upon the consummation of the Business Combination, they are not recognized in the Consolidated Statements of Operations of the Predecessor or Successor, and are success fees in nature. The nature of these fees relate to advisory and investment banker fees that were incurred dependent on the success of the Business Combination. The deferred underwriting commissions and costs pertaining to the reverse merger were treated as a reduction of equity while merger-related costs were expensed in the period from February 4, 2021 through February 28, 2021. The debt issuance costs were capitalized as a reduction to the outstanding debt balances. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information presents the results of operations as if the Business Combination with CCNB1 on February 4, 2021 and the acquisition of Amber Road, Inc. had occurred as of March 1, 2019. The unaudited pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, a reduction in revenues related to the estimated fair value of the acquired deferred revenue, the elimination of historical interest expense incurred by E2open Holdings on its debt and the incurrence of interest expense related to the issuance of debt in connection with the Business Combination, transaction expenses, nonrecurring post-combination compensation expense and the related adjustment to the income tax provision. Fiscal Year Ended ($ in thousands) February 28, 2021 February 29, 2020 Total revenue $ 328,378 $ 289,467 Net loss (55,053 ) (161,758 ) Less: Net loss attributable to noncontrolling interest (8,324 ) (30,704 ) Net loss attributable to E2open Parent Holdings, Inc. $ (46,729 ) $ (131,054 ) Related Agreements Third Amended and Restated Limited Liability Company Agreement On February 4, 2021, in connection with the Business Combination, the limited liability agreement of E2open Holdings prior to the Business Combination was amended and restated in its entirety to become the Third Amended and Restated Limited Liability Company Agreement (Third Company Agreement). Rights of the Units Following the closing of the Business Combination, the limited liability company interests of E2open Holdings, LLC (Common Units), which are non-voting, economic interests in E2open Holdings, LLC, are entitled to share in the profits and losses of E2open Holdings and to receive distributions as and if declared by the Company, as the managing member of E2open Holdings, and will have no voting rights. The restricted Common Units (RCUs) will vest and become Common Units based upon the Company’s Class A Common Stock reaching certain dollar thresholds. 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. See Note 13, Contingent Consideration The Third Company Agreement contains provisions which require that a one-to-one ratio be maintained between the interests the Company holds in E2open Holdings and the Company’s outstanding common stock, subject to certain exceptions, including in respect of management equity which has not been settled in the Company’s common stock. In addition, the Third Company Agreement permits the Company, in its capacity as the managing member, to take actions to maintain such ratio, including in connection with stock splits, combinations, recapitalizations and exercises of the exchange rights of the parties to the Third Company Agreement. The Company, as the managing member of E2open Holdings, has the authority to create new equity interests in E2open Holdings, and establish the rights and privileges of such interests. Management The Company, as the managing member of E2open Holdings following the Closing Date, has the sole authority to manage the business and affairs of E2open Holdings in accordance with the Third Company Agreement and applicable law. The business, property and affairs of E2open Holdings will be managed solely by the managing member, and the managing member cannot be removed or replaced except by the incumbent managing member. Tax Receivable Agreement Distributions The Third Company Agreement provides for quarterly tax distributions 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. Transfer Restrictions The Third Company Agreement contains restrictions on transfers of units. No member may transfer all or a portion of its units, except for (1) certain transfers to permitted transferees under certain conditions; (2) exchanges of Common Units for Class A Common Stock after the Lock-up Period pursuant to the Invest Rights Agreement has expired; and (3) by a member to us or any of our wholly-owned subsidiaries. Exchange of Common Units for Class A Common Stock From and after August 4, 2021, the holders of Common Units will, up to once per calendar quarter (or with respect to an affiliate of Insight Partners, up to twice per calendar quarter), be able to exchange all or any portion of their Common Units, together with the cancellation of an equal number of Class V common stock, par value $0.0001 (Class V Common Stock), for a number of shares of Class A Common Stock equal to the number of exchanged Common Units by delivering a written notice to E2open Holdings, with a copy to the Company; provided that (a) if a holder of Common Units holds more than 100,000 Common Units as of the Closing Date, such holder will not be permitted to exchange a number of Common Units less than the lessor of (1) 100,000 Common Units and (2) all of the Common Units then held by such holder or (b) if a holder of Common Units holds 100,000 Common Units or less than the lesser of (1) 50% of the Common Units held by such holder as of the Closing Date and (2) all of the Common Units then held by such holder, subject in each case to the limitations and requirements set forth in the Third Company Agreement regarding such exchanges. Notwithstanding the foregoing, the Company may, at its sole discretion, in lieu of delivering shares of Class A Common Stock for any Common Units surrendered for exchange, pay an amount in cash per E2open Holdings Unit equal to the 5-day volume-weighted average price (VWAP) of the Class A Common Stock ending on the day immediately prior to the date of the giving of the written notice of the exchange. Exchange Ratio For each Common Unit exchanged, one share of Class V Common Stock will be canceled and one share of Class A Common Stock will be issued to the exchanging member (unless the Company elects to pay an amount in cash in lieu thereof). The exchange ratio will be adjusted for any subdivision (split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of the Common Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock or, by any such subdivision or combination of the Common Units. If the Class A Common Stock is converted or changed into another security, securities or other property, on any subsequent exchange an exchanging holder of Common Units will be entitled to receive such security, securities or other property. Restrictions on Exchange The Company may limit the rights of holders of Common Units to exchange their Common Units under the Third Company Agreement if the Company determines in good faith that such restrictions are necessary so that E2open Holdings will not be classified as a “publicly traded partnership” under applicable tax laws and regulations. Expenses E2open Holdings will reimburse all of the Company’s expenses in connection with the ownership and management of E2open Holdings and its business (other than certain expenses, such as income taxes and payment obligations under the Tax Receivable Agreement, as defined below). Tax Receivable Agreement On February 4, 2021, the Company entered into a Tax Receivable Agreement (Tax Receivable Agreement) with certain owners of equity interest in holding Class A Units or Class A-1 Units of E2open Holdings and the members holding Class B Units of E2open Holdings along with certain holders of options to purchase one or more Class A Units or Class A-1 Units of E2open Holdings that are issued and outstanding which are vested (Vested Option Holders) or unvested (Unvested Option Holders) (all collectively, E2open Sellers). Pursuant to the Tax Receivable Agreement, the Company is required to pay the exchanging holders of Common Units, as applicable, 85% of the tax savings that we realize as a result of increases in tax basis in E2open Holdings’ assets as a result of the sale of Common Units and the future exchange of Common Units for shares of Class A Common Stock (or cash) pursuant to the Third Company Agreement and certain pre-existing tax attributes of certain sellers of E2open Holdings, as well as certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. The term of 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 rights occur. See Note 11, Tax Receivable Agreement Investor Rights Agreement On February 4, 2021, the Company entered into the Investor Rights Agreement (IRA). Director Appointment Under the Investor Rights Agreement, subject to certain step-down provisions, affiliates of Insight Partners collectively have the right to nominate three board members (IVP Director) and CC NB Sponsor 1 Holdings LLC (CC Capital), on behalf the Sponsor, has the right to nominate five board members (Sponsor Director). Two of the three IVP Directors, four of the five Sponsor Directors and the Chief Executive Officer of E2open Holdings, Michael A. Farlekas (CEO Director), comprise the board of directors. Voting For the duration of the Standstill Period (as defined below), the parties to the Investor Rights Agreement (IRA Parties) agreed to vote all of their respective shares of Class A Common Stock and Class V Common Stock, as applicable, in favor of the nominees recommended by the Company’s board of directors. Standstill The IRA Parties agreed that until the date that is the later of (a) one year after the Closing Date and (b) the date of the Company’s 2022 annual meeting of stockholders (Standstill Period), they will not (1) solicit proxies to vote or seek to advise or influence any person with respect to the voting of any of our securities in favor of electing any person as a director who is not nominated pursuant to the Investor Rights Agreement or by the board of directors or the Nominating and Corporate Governance Committee or in opposition of any individual nominated by us pursuant to the Investor Rights Agreement, (2) nominate any person as a director who is not nominated pursuant to the Investor Rights Agreement or by our board of directors (or the Nominating and Corporate Governance Committee) (other than by making a non-public proposal or request to our board of directors or the Nominating and Corporate Governance Committee in a manner which would not require our board of directors or us to make any public disclosure), (3) take certain actions contrary to the Company’s governance structure other than in accordance with the Investor Rights Agreement, (4) subject to certain exceptions, enter into a voting trust, voting agreement or similar voting arrangement with respect to any of the Company’s equity securities, (5) form, join or participate in a “group,” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (Exchange Act), in connection with any of the foregoing actions or (6) make any public disclosure inconsistent with the foregoing. Registration Rights Under the Investor Rights Agreement, within 30 days of the Closing Date, the Company was required to file a registration statement which was filed on Form S-1 on March 5, 2021 which became effective on March 29, 2021 registering the resale of securities held by the parties to the Investor Rights Agreement under the Securities Act of 1933, as amended (Securities Act). The Form S-1 was filed with the SEC using a “shelf registration” process. Under the shelf registration process, we and the selling holders may, from time to time, issue, offer and sell, as applicable, any combination of securities described in the Form S-1. Under the Investor Rights Agreement, the Company agreed to indemnify the security holders and each underwriter and each of their respective controlling persons against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell shares of Class A Common Stock, unless such liability arose from their misstatement or omission, and the security holders agree to indemnify the Company and its officers and directors and controlling persons against all losses caused by their misstatements or omissions in those documents. Transfers The IRA Parties will not be able to transfer shares beneficially owned or otherwise held by them prior to the termination of the Lock-up Period, subject to certain customary exceptions including transfers to certain permitted transferees, such as an affiliate of such person, a member of the person’s immediate family or a trust, the beneficiary of which is a member of the person’s immediate family or an affiliate of such person. Termination The director appointment rights under the Investor Rights Agreement will terminate as to a party when such party, together with its permitted transferees, has less than certain ownership thresholds (with respect to the affiliates of Insight Partners, the greater of 33% of the economic interests in us that such affiliates of Insight Partners owned immediately after the Closing Date and 2% of the Company’s voting securities, and with respect to CC Capital (on behalf of the Sponsor), less than 17% of the economic interests in the Company that it owned immediately after the Closing Date). The registration rights in the Investor Rights Agreement will terminate as to each holder of the Company’s shares of common stock when such holder ceases to hold any of the Company’s common stock or securities exercisable or exchangeable for the Company’s common stock. Indemnification Agreements Concurrently with the Closing Date, the Company entered into indemnification agreements with the Company’s board of directors, executive officers and senior management, each of whom became or continued as an executive officer, Section 16 officer and/or director as of the Closing Date. Each indemnification agreement provides that, subject to limited exceptions, the Company will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as the Company’s director or officer. Lock-Up Agreements On February 4, 2021, the Company entered into lock-up agreements with certain executive officers, senior management and former board of members (collectively, Lock-up Parties), pursuant to which the Lock-up Parties are not permitted to transfer their shares beneficially owned or otherwise held by them prior to the termination of the Lock-up Period, subject to certain customary exceptions including (a) transfers to permitted transferees, such as an affiliate of such person, a member of the person’s immediate family or to a trust, the beneficiary of which is a member of the person’s immediate family; and (b) to a charitable organization, by the laws of descent and distribution upon death, or pursuant to a qualified domestic relations order. E2open Holdings Acquisitions Amber Road, Inc. In July 2019, E2open Holdings acquired Amber Road, Inc. (Amber Road), a leading provider of cloud-based global trade management software, trade content and training. E2open Holdings acquired Amber Road for approximately $428.6 million in fixed consideration. The acquisition was funded by proceeds from the Term Loan Due 2024 and the Amber Term Loan of $35.6 million. See Note 12, Notes Payable and Capital Lease Obligations The aggregate amount of consideration paid by E2open Holdings was allocated to Amber Road’s net tangible assets and intangible assets based on their estimated fair values. The excess of the purchase price over the value of the net tangible assets and intangible assets was recorded as goodwill. The table below presents the allocation of the purchase price to the net assets acquired based on their estimated fair values, as well as the associated estimated useful lives of the acquired intangible assets. ($ in thousands) Amounts Useful Lives Net assets: Content library $ 57,000 10 years Customer relationships 103,100 12 years Technology 41,000 7 years Total identified intangible assets 201,100 Cash and cash equivalents 6,524 Accounts receivable 19,191 Prepaid expenses and other current assets 2,145 Fixed assets 3,160 Other non-current assets 1,261 Total tangible assets 32,281 Goodwill 263,317 Total assets 496,698 Accounts payable 2,100 Accrued expenses and other liabilities 6,901 Deferred revenue 29,872 Other long-term liabilities 29,181 Total liabilities assumed 68,054 Net assets acquired $ 428,644 The goodwill recognized in connection with the acquisition of Amber Road will not be deductible for tax purposes. The weighted-average amortization period for the acquired intangible assets was 10.4 years. The operating results of Amber Road have been included in the Company’s consolidated financial statements as of the closing date of the acquisition. Other Acquisitions In May 2019, E2open Holdings acquired Averetek, a channel marketing engine enabling customers and their channel partners to plan and execute marketing campaign tactics. Averetek was acquired for $8.7 million in fixed consideration with $2.0 million in consideration contingent upon successful attainment of earn-out criteria that extend two years subsequent to closing. The fair value of the contingent consideration was $2.0 million at closing, February 29, 2020 and February 28, 2021. The fixed consideration was comprised of a cash payment of $7.6 million and a deferred payment of $1.1 million which was paid in May 2020. The deferred payment was not contingent on performance criteria and was included in acquisition-related obligations in the Consolidated Balance Sheets. The aggregate amount of consideration paid by E2open Holdings was allocated to Averetek’s net liabilities assumed of $0.6 million and intangible assets of $4.1 million based on their estimated fair values. The excess of the purchase price over the value of the net tangible assets and intangible assets of $7.2 million was recorded to goodwill. The goodwill recognized in connection with the acquisition of Averetek will be deductible for tax purposes. The weighted-average amortization period for the acquired intangible assets was 8.3 years. The operating results of Averetek have been included in the Company’s consolidated financial statements from the closing date of the acquisition. The Company does not disclose the actual results of acquired companies post acquisition. E2open integrates the operations of acquired companies, therefore making it impractical to report separate results. |
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES | 12 Months Ended |
Feb. 28, 2021 | |
Liquidity And Capital Resources [Abstract] | |
LIQUIDITY AND CAPITAL RESOURCES | 4 . LIQUIDITY AND CAPITAL RESOURCES The Company measures liquidity in terms of its ability to fund the cash requirements of its 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 interest, debt repayments, capital expenditures, and operating expenses. The Company’s ability to expand and grow its business will depend on many factors, including working capital needs and the evolution of operating cash flows. The Company had $194.7 million in cash and cash equivalents as of February 28, 2021. The Company believes its existing cash and cash equivalents, cash provided by operating activities, and, if necessary, the borrowing capacity of up to $75.0 million available under its revolving credit facility (see Note 12, Notes Payable and Capital Lease Obligations In the future, the Company may enter into arrangements to acquire or invest in complementary businesses. To facilitate these acquisitions or investments, the Company may seek additional equity or debt financing. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Feb. 28, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 5 . RELATED PARTY TRANSACTIONS In connection with the Amber Road acquisition in 2019, the Company paid $5.3 million and $3.0 million to Insight Partners and another member of the syndicate of private equity investors in E2open Holdings, respectively, in exchange for their commitment to contribute equity funding for the acquisition if needed. No equity funding was needed for the acquisition, and therefore the expense was included in acquisition-related expenses in the Consolidated Statements of Operations for the fiscal year ended February 29, 2020, as these amounts were paid to the two investors for deal related transaction services incurred with the Amber Road acquisition. In connection with the Amber Road acquisition, the Company also assumed a $36.6 million term loan that is guaranteed by Insight Partners. This loan was paid in full as part of the Business Combination. See the Amber Term Loan Notes Payable and Capital Lease Obligations See Note 3, Business Combination and Acquisitions Tax Receivable Agreement |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Feb. 28, 2021 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 . PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Prepaid software and hardware license and maintenance fees $ 5,441 $ 3,346 Deferred commissions 407 3,678 Other prepaid expenses and other current assets 6,795 5,578 Total prepaid expenses and other current assets $ 12,643 $ 12,602 Amortization of software licenses held under capital 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 | 12 Months Ended |
Feb. 28, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL | 7 . GOODWILL The following tables present the changes in goodwill: ($ in thousands) Predecessor Balance, February 28, 2019 $ 482,378 Acquisitions: Amber Road 263,317 Averetek 7,191 Currency translation adjustment (130 ) Balance, February 29, 2020 752,756 Currency translation adjustment 33 Balance, February 3, 2021 $ 752,789 ($ in thousands) Successor Balance, February 4, 2021 $ 2,628,964 Currency translation adjustment (318 ) Balance, February 28, 2021 $ 2,628,646 For the year ended February 29, 2020, the change to goodwill was attributable to the acquisitions of Amber Road and Averetek as well as the effect of currency translation adjustments. The opening balance of goodwill as of February 4, 2021 was due to the Business Combination. See Note 3, Business Combination and Acquisitions |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Feb. 28, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 8 . INTANGIBLE ASSETS, NET Intangible assets, net consisted of the following: Successor February 28, 2021 ($ in thousands) Weighted Average Useful Life Cost Accumulated Amortized Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,924 $ — $ 109,924 Definite-lived: Customer relationships 20.0 300,107 (1,248 ) 298,859 Technology 8.5 370,106 (3,621 ) 366,485 Content library 10.0 50,000 (417 ) 49,583 Total definite-lived 720,213 (5,286 ) 714,927 Total intangible assets $ 830,137 $ (5,286 ) $ 824,851 Predecessor February 29, 2020 ($ in thousands) Weighted Average Useful Life Cost Accumulated Amortized Net Indefinite-lived: Trade name Indefinite $ 11,849 $ — $ 11,849 Definite-lived: Trade name 15.0 20,555 (3,023 ) 17,532 Noncompete agreements 4.2 1,919 (1,894 ) 25 Customer relationships 12.8 377,160 (70,159 ) 307,001 Technology 6.5 113,547 (37,603 ) 75,944 Content library 10.0 57,000 (3,800 ) 53,200 Backlog 4.0 7,000 (4,958 ) 2,042 Total definite-lived 577,181 (121,437 ) 455,744 Total intangible assets $ 589,030 $ (121,437 ) $ 467,593 The E2open trade name is indefinite-lived. Acquired trade names were definite-lived as over time the Company could rebrand acquired products and services as E2open. Amortization of intangible assets is recorded in cost of revenue and operating expenses in the Consolidated Statements of Operations. The Company recorded amortization expense related to intangible assets of $5.3 million, $50.2 million, $50.7 million and $28.4 million for the periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021 and fiscal years ended February 29, 2020 and February 28, 2019, respectively. The weighted-average remaining amortization period for the definite-lived intangible assets is 13.4 years as of February 28, 2021. Future amortization of intangibles is as follows for the fiscal years ending: ($ in thousands) Amount 2022 $ 63,547 2023 63,547 2024 63,547 2025 63,547 2026 63,547 Thereafter 397,192 Total future amortization $ 714,927 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Feb. 28, 2021 | |
Property Plant And Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 9 . PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Computer equipment $ 14,707 $ 19,962 Software 21,141 11,063 Furniture and fixtures 1,828 5,592 Leasehold improvements 7,722 9,708 Gross property and equipment 45,398 46,325 Less accumulated depreciation and amortization (1,200 ) (21,093 ) Property and equipment, net $ 44,198 $ 25,232 Computer equipment and software include assets held under capital leases. Amortization of assets held under capital leases is included in depreciation expense. Depreciation expense was $1.1 million, $13.1 million, $9.7 million and $5.9 million for the periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021 and fiscal years ended February 29, 2020 and February 28, 2019, respectively. Property and equipment, net by geographic regions consisted of the following: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Americans $ 41,338 $ 22,591 Europe 1,664 1,593 Asia Pacific 1,196 1,048 Property and equipment, net $ 44,198 $ 25,232 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Feb. 28, 2021 | |
Payables And Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Accrued compensation $ 34,298 $ 25,011 Accrued severance and retention 349 2,613 Trade accounts payable 17,858 13,508 Accrued professional services 2,938 3,168 Restructuring liability 1,639 1,117 Taxes payable 1,892 1,404 Interest payable 1,293 309 Other 9,966 11,321 Total accounts payable and accrued liabilities $ 70,233 $ 58,451 |
TAX RECEIVABLE AGREEMENT
TAX RECEIVABLE AGREEMENT | 12 Months Ended |
Feb. 28, 2021 | |
Tax Receivable Agreement [Abstract] | |
TAX RECEIVABLE AGREEMENT | 1 1 . TAX RECEIVABLE AGREEMENT E2open Holdings entered into a Tax Receivable Agreement with the owners of equity interest of certain parties holding Class A Units or Class A-1 Units of E2open Holdings and the members holding Class B Units of E2open Holdings that requires the Company to pay 85% of the tax savings that are realized as a result of increases in the tax basis in E2open Holdings’ assets as a result of the sale of E2open Holdings units and exchange of the E2open Holdings units for shares of common stock and cash, as well as certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. 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 rights occur. The Company will retain the benefit of the remaining 15% of these cash savings. Significant inputs and assumptions were used to preliminarily estimate the future expected payments including the timing of the realization of the tax benefits and a tax savings rate of approximately 24.1%. Changes in any of these or other factors are expected to impact the timing and amount of gross payments. The fair value of the tax receivable agreement obligation recorded by E2open Holdings in the opening balance sheet was $49.9 million, using an imputed interest rate of 7%. The fair value of these obligations will be accreted to the amount of the gross expected obligation. The tax receivable agreement liability originally recorded has been increased to $50.1 million as of February 28, 2021. This increase of $0.2 million was recorded as additional interest expense in the Consolidated Statements of Operations. In addition, if E2open Holdings were to exercise its right to terminate the Tax Receivable Agreement or certain other acceleration events occur, the Company 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 the Company 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 the Company will be required to make will generally reduce the amount of overall cash flow that might have otherwise been available, but the Company expects the cash tax savings it will realize from the utilization of the related tax benefits will exceed the amount of any required payments. If the Company elected to terminate the Tax Receivable Agreement as of February 28, 2021, the Company estimates the early termination payment would have been approximately $129.3 million in the aggregate under the Tax Receivable Agreement. |
NOTES PAYABLE AND CAPITAL LEASE
NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS | 12 Months Ended |
Feb. 28, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS | 12 . NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS Notes payable and capital lease obligations outstanding were as follows: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 2021 Term Loan $ 525,000 $ — Term Loan Due 2024 — 914,184 Amber Term Loan — 36,588 Revolving Credit Facility — 15,000 Other notes payable 688 376 Capital lease obligations 11,415 6,057 Total notes payable and capital lease obligations 537,103 972,205 Less unamortized debt issuance costs (18,483 ) (20,497 ) Total notes payable and capital lease obligations, net 518,620 951,708 Less current portion (9,232 ) (64,902 ) Notes payable and capital lease obligations, less current portion, net $ 509,388 $ 886,806 2021 Term Loan and Revolving Credit Facility On February 4, 2021, E2open, LLC, a subsidiary of the Company, entered into a credit agreement (Credit Agreement) that provides for $75.0 million in commitments for revolving credit loans (2021 Revolving Credit Facility) with a $15.0 million letter of credit sublimit. 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. The Credit Agreement also provides for $525.0 million in term loans (2021 Term Loan) payable in quarterly installments of $1.3 million beginning in August 2021 and payable in full on February 4, 2028. The interest rates applicable to borrowings under the Credit Agreement are, at E2open, LLC’s option, either (1) a base rate, which is equal to the greater of (a) the Prime rate, (b) the Federal Reserve Bank of New York rate plus 0.5% and (c) the Adjusted LIBO Rate (subject to a floor of 0.50% for term loans, but none for revolving loans) for a one month interest period plus 1% or (2) the adjusted LIBOR rate (subject to a floor of 0.50% for term loans, but none for revolving loans) equal to the LIBO rate for the applicable interest period multiplied by the statutory reserve rate, plus in the case of each of clauses (1) and (2), the Applicable Rate. The Applicable Rate (1) for base rate term loans ranges from 2.25% to 2.50% per annum, (2) for base rate revolving loans ranges from 1.50% to 2.00% per annum, (3) for Eurodollar term loans ranges from 3.25% to 3.50% per annum and (4) for Eurodollar revolving loans ranges from 2.50% to 3.00% per annum, in each case, based on the first lien leverage ratio. E2open, LLC will pay a commitment fee during the term of the Credit Agreement ranging from 0.25% to 0.375% per annum of the average daily undrawn portion of the revolving commitments based on the First Lien Leverage Ratio which represents the ratio of the Company’s secured consolidated total indebtedness to the Company’s consolidated EBITDA as specified in the Credit Agreement. Other than a 1.00% premium which is payable if the initial term loan is prepaid on or prior to the date that is six months after the completion of the Business Combination in connection with a Repricing Transaction and customary breakage costs, any borrowing under the Credit Agreement may be repaid, in whole or in part, at any time and from time to time without any other premium or penalty, and any amounts repaid under the revolving credit facility may be reborrowed. Mandatory prepayments are required in connection with (1) certain dispositions of assets or the occurrence of other Casualty Events, in each case, to the extent the proceeds of such dispositions exceed certain individual and aggregate thresholds and are not reinvested, (2) unpermitted debt transactions and (3) excess cash flow in excess of $10.0 million. The Credit Agreement is guaranteed by E2open Intermediate, LLC, a subsidiary of the Company, 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. Borrowings under the Credit Agreements may be used for working capital and other general corporate purposes, including capital expenditures, permitted acquisitions and other investments, restricted payments and the refinancing of indebtedness, and any other use not prohibited by the Loan Documents. T he Credit Agreement contains certain customary events of default, which include failure to make payments when due, the material inaccuracy of representations or warranties, failure to observe or perform certain covenants, cross-defaults, bankruptcy and insolvency-related events, certain judgments, certain Employment Retirement Income Security Act ( ERISA ) -related events, failure of any security lien to be valid and perfected, failure of any material guarantee to be in full force and effect and a c hange of c ontrol. The Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants, including certain restrictions on the ability of E2open, LLC and its subsidiaries to incur any additional indebtedness or guarantee indebtedness of others, to create liens on properties or assets, to make certain investments, loans, advances and guarantees, to sell assets, to make certain restricted payments, to enter into certain sale and leaseback transactions, to enter into certain affiliate transactions, to enter into certain restrictive agreements and to enter into certain asset and share-based transactions. In addition, E2open, LLC must maintain a certain First Lien Leverage Ratio. As of February 28, 2021, there were $525.0 million outstanding under the 2021 Term Loan at an interest rate of 3.69% and no outstanding borrowings under the 2021 Revolving Credit Facility. The Company was in compliance with the First Lien Leverage Ratio for the Credit Agreement as of February 28, 2021. Amber Term Loan In connection with the acquisition of Amber Road, Inc. (Amber Road), E2open Holdings assumed a term loan that is guaranteed by Insight Partners (Amber Term Loan). As of February 29, 2020, the loan had a principal balance of $36.6 million, respectively, which is payable at maturity in April 2021. Interest is paid monthly. The loan has a variable interest rate of prime less 1% which was 3.25% as of February 29, 2020. There are no premiums or penalties on voluntary prepayment of the Amber Term Loan. The Amber Term Loan was paid in full as part of the Business Combination. Term Loan and Revolving Credit Facility Due 2024 In November 2018, E2open, LLC entered into a credit agreement, including an initial term loan of $400.0 million, delayed draw term loans of up to $80.0 million (together, Term Loan Due 2024) and a revolving credit facility of up to $30.0 million (Revolving Credit Facility). In connection with the Amber Road acquisition in July 2019, E2open, LLC borrowed an additional $441.0 million. The Term Loan Due 2024 and Revolving Credit Facility are fully and unconditionally guaranteed, jointly and severally, by the E2open, LLC and its wholly owned subsidiaries and secured by all their tangible and intangible property. The Term Loan Due 2024 matures in November 2024 and will amortize in quarterly installments beginning February 2019, with the balance payable on the final maturity date. E2open, LLC may make voluntary prepayments on the Term Loan Due 2024, in whole or in part, without premium or penalty, except in the instance of refinancing with new indebtedness or a change in control, where prepayment premiums will apply. Additionally, the agreement requires E2open, LLC to make early principal payments on an annual basis beginning February 2020, if cash flows for the year, as defined in the agreement, exceed certain levels specified in the agreement. No early principal payments have been required as of January 2021. Upon the acquisition of Amber Road, the Term Loan Due 2024 and Revolving Credit Facility were amended, and interest rates were increased by 0.75%. Interest incurred under the Term Loan Due 2024 and Revolving Credit Facility were amended to be at the borrower’s option at either (a) a LIBOR rate plus an applicable margin of 5.75% or (b) a base rate, plus an applicable margin of 4.75%. The interest rate for the Term Loan Due 2024 and Revolving Credit Facility was 7.7% as of February 29, 2020. The Term Loan Due 2024 and Revolving Credit Facility agreement contain a number of covenants that, among other things and subject to certain exceptions, restrict E2open, LLC and its subsidiaries’ ability: (a) to incur additional indebtedness; (b) issue preferred equity interests; (c) incur liens; (d) consolidate, merge; liquidate or dissolve; (e) make investments, loans and acquisitions; (f) sell, transfer, lease or dispose of assets, including equity of its subsidiaries; (g) engage in sale-leaseback transactions; (h) make restricted payments; (i) engage in transactions with its affiliates; and (j) enter into restrictive agreements. The credit agreement governing the Term Loan Due 2024 and Revolving Credit Facility requires E2open, LLC to maintain a Total Leverage Ratio, as defined in the agreement, under a stated maximum threshold. The Term Loan Due 2024 and Revolving Credit Facility also contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default. The Company was in compliance with the covenants of the Term Loan Due 2024 and Revolving Credit Facility until it was paid in full in February 2021 as part of the Business Combination. During the periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021 and the years ended February 29, 2020 and February 28, 2019, the Company recognized $1.5 million, $64.5 million, $64.9 million and $21.5 million, respectively, of interest expense related to its outstanding debt in the Consolidated Statements of Operations including the amortization of deferred financing fees. The Company has purchased equipment under non-cancelable capital lease arrangements. The current and long-term portions of these capital lease obligations were $4.8 million and $6.6 million, respectively as of February 28, 2021, and $3.9 million and $2.2 million, respectively, as of February 29, 2020. The following table sets forth future principal payment obligations of the Company’s notes payable and capital lease obligations for the fiscal years ending: ($ in thousands) Amount 2022 $ 9,696 2023 9,094 2024 7,750 2025 5,250 2026 5,250 Thereafter 500,063 Total minimum payments 537,103 Less current portion (9,232 ) Notes payable and capital lease obligations, less current portion $ 527,871 |
CONTINGENT CONSIDERATION
CONTINGENT CONSIDERATION | 12 Months Ended |
Feb. 28, 2021 | |
Contingent Consideration [Abstract] | |
CONTINGENT CONSIDERATION | 13. CONTINGENT CONSIDERATION Business Combination The contingent consideration liability is due to the issuance of the two tranches of restricted 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 a fair value of $158.6 million on the acquisition date and will be remeasured at each reporting date and adjusted if necessary. The contingent consideration liability was remeasured at fair value as of February 28, 2021 in the amount of $129.4 million resulting in a gain of $29.2 million which was recognized in gain from change in fair value of contingent consideration on the Consolidated Statements of Operations as a nonoperating income as the change in fair value is not a core operating activity of the Company. There are 8,120,367 shares of Series B-1 common stock, including the Sponsor Side Letter shares noted below, and 3,372,184 shares of Series B-2 common stock outstanding as of February 28, 2021. Except as required by law, holders of the Class B common stock are not entitled to any voting rights with respect to such Class B common stock. Dividends and other distributions will be declared simultaneously with any dividend on shares of Class A Common Stock and ratably for the holders of Class B common stock, provided that no such dividends will be paid on any share of Class B common stock until the conversion of such share into Class A Common Stock, if any, at which time all accrued dividends will be paid. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, the holders of Class B common stock are not entitled to receive any assets of the Company (other than to the extent such liquidation, dissolution or winding up constitutes a conversion event (as defined in the Sponsor Side Letter Agreement), in which case such Class B common stock shall, in accordance with the certificate of incorporation, automatically convert to Class A Common Stock and the holders of such resulting Class A Common Stock shall be treated as a holder of Class A Common Stock). The Series B-1 common stock automatically converts into the Company’s Class A Common Stock on a one-to-one basis upon the occurrence of the first day on which the 5-day volume-weighted average price (VWAP) of the Company’s 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. The Series B-2 common stock automatically converts into the Company’s 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. The RCUs will vest and become Common Units of E2open Holdings as follows: (a) the Series 1 RCUs will vest 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 by the Company following the closing of the Business Combination, (b) the Series 2 RCUs will vest 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 by the Company following the closing of the Business Combination, (c) any then-unvested RCUs will vest upon the consummation of a qualifying change of control of the Company or Sponsor and (d) any then-unvested RCUs, to the extent the liquidation value of the Common Units, taking into account the vesting of such RCUs and payment of any relevant Catch-Up Payment (as defined in the Third Amended and Restated Limited Liability Company Agreement), would meet the VWAP-based vesting threshold set forth in clause (a) and/or (b) above with respect to any such RCUs, will vest upon such qualifying liquidation. 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. The Company has not paid any dividends to date and does not expect to in the future. See Note 3, Business Combination and Acquisitions 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 were 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. Upon conversion of the Restricted Sponsor Shares, the holder of each such Restricted Sponsor Share will be entitled to receive a payment equal to the amount of dividends declared on a share of Class A Common Stock beginning at the closing of the Business Combination and ending on the day before the date such Restricted Sponsor Share converts into a share of Class A Common Stock. If any of the Restricted Sponsor Shares do not convert prior to the ten-year These restricted shares are treated as a contingent consideration liability under ASC 805 and valued at fair market value. The contingent consideration liability was recorded at a fair value of $26.0 million on the acquisition date and will be remeasured at each reporting date and adjusted if necessary. The contingent consideration liability was remeasured at fair value as of February 28, 2021 in the amount of $21.4 million. The change in fair value of $4.6 million was recognized as a gain from change in fair value of contingent consideration on the Consolidated Statements of Operations as a nonoperating income as the change in fair value is not a core operating activity of the Company. Averetek The purchase agreement for Averetek (see Note 3, Business Combination and Acquisitions |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Feb. 28, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
FAIR VALUE MEASUREMENT | 1 4 . FAIR VALUE MEASUREMENT The Company’s financial instruments include cash and cash equivalents; investments; accounts receivable, net; accounts payable; acquisition-related obligations; notes payable; and capital lease obligations. Accounts receivable, net; accounts payable; and acquisition-related obligations are stated at their carrying value, which approximates fair value, due to their short maturity. The Company measures its cash equivalents and investments at fair value, based on an exchange or exit price which represents the amount that would be received for an asset sale or an exit price, or paid to transfer a liability in an orderly transaction between knowledgeable and willing market participants. The Company estimates the fair value for notes payable and capital lease obligations by discounting the future cash flows of the related note and lease payments. As of February 28, 2021 and February 29, 2020, the fair value of the cash and cash equivalents, restricted cash, notes payable and capital lease obligations approximates their recorded values. The following tables set forth details about the Company’s investments: ($ in thousands) Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value February 28, 2021 (Successor) Asset-backed securities $ 162 $ 62 $ — $ 224 February 29, 2020 (Predecessor) Asset-backed securities $ 162 $ 17 $ — $ 179 Observable inputs are based on market data obtained from independent sources. Unobservable inputs reflect the Company’s assessment of the assumptions market participants would use to value certain financial instruments. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows: Successor February 28, 2021 ($ 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 — 224 — 224 Total investments — 224 — 224 Total assets $ 4 $ 224 $ — $ 228 Liabilities: Earn-out liability — — 2,000 2,000 Warrant liability — — 68,772 68,772 Contingent consideration — — 150,808 150,808 Total liabilities $ — $ — $ 221,580 $ 221,580 Predecessor February 29, 2020 ($ 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 — 179 — 179 Total investments — 179 — 179 Total assets $ 4 $ 179 $ — $ 183 Liabilities: Earn-out liability — — 2,000 2,000 Total liabilities $ — $ — $ 2,000 $ 2,000 Contingent Consideration A reconciliation of the beginning and ending balances of acquisition related accrued earn-outs and contingent consideration using significant unobservable inputs (Level 3) is summarized below: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Beginning of period $ 2,000 $ 620 Acquisition date fair value of contingent consideration 184,548 2,000 Cash payments — (464 ) Gain from fair value of contingent consideration (33,740 ) (146 ) Foreign exchange — (10 ) End of period $ 152,808 $ 2,000 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 Consolidated Statements of Operations. The Company’s warrant liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). A reconciliation of the warrant liability from February 4, 2021 through February 28, 2021 is summarized below: Successor ($ in thousands) February 28, 2021 Beginning of period $ 91,959 Gain from fair value of warrant liability (23,187 ) End of period $ 68,772 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 Consolidated Statements of Operations. The fair values of the Company’s Level 1 financial instruments, which are traded in active markets, are based on quoted market prices for identical instruments. The fair values of the Company’s 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. The Company’s 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 The Company’s public warrant liability is valued using the binomial lattice pricing model. 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. This valuation model uses unobservable market input, and therefore the liability is classified as Level 3. |
REVENUE
REVENUE | 12 Months Ended |
Feb. 28, 2021 | |
Revenue From Contract With Customer [Abstract] | |
REVENUE | 1 5. REVENUE The Company generates revenue from the sale of subscriptions and professional services. The Company recognizes revenue when the customer 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. The Company recognizes revenue net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Subscription Revenue The Company offers cloud-based, on-demand software solutions, which enable its customers to have constant access to its solutions without the need to manage and support the software and associated hardware themselves. The Company houses the hardware and software in third party facilities and provides its customers with access to the software solutions, along with data security and storage, backup, recovery services and solution support. The Company’s customer contracts typically have a term of three to five years. The Company primarily invoices its customers for subscriptions in advance for annual use of the software solutions. The Company’s payment terms typically require customers to pay within 30 to 90 days from the invoice date. Professional Services Professional services revenue is derived primarily from fees for enabling services, including solution consulting and solution deployment. These services are often sold in conjunction with the sale of the Company’s solutions. The Company provides professional services primarily on a time and materials basis, but also on a fixed fee basis. Customers are invoiced for professional services either monthly in arrears or, as with fixed fee arrangements, in advance and upon reaching project milestones. Professional services revenue is recognized over time. For services that are contracted at a fixed price, progress is generally measured based on labor hours incurred as a percentage of the total estimated hours required for complete satisfaction of the related performance obligations. For services that are contracted on time and materials or a prepaid basis, progress is generally based on actual labor hours expended. These input methods (e.g., hours incurred or expended) are considered a faithful depiction of the Company’s efforts to satisfy these service contracts as they represent the performance obligation consumed by the customer and performed by the Company, and therefore reflect the transfer of services to a customer under such contracts. The Company enters into arrangements with multiple performance obligations, comprised of subscriptions and professional services. Arrangements with customers typically do not provide the customer with the right to take possession of the software supporting the on-demand solutions. The Company primarily accounts for subscription and professional services revenue as separate units of accounting and allocates revenue to each deliverable in an arrangement based on standalone selling price. The Company evaluates the standalone selling price for each element by considering prices the Company charges for similar offerings, size of the order and historical pricing practices. Total Revenue by Geographic Locations Revenue by geographic regions consisted of the following: Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 Americas $ 20,403 $ 295,923 $ 293,751 $ 197,245 Europe 463 6,226 6,271 3,594 Asia Pacific 499 6,498 5,080 368 Total revenue $ 21,365 $ 308,647 $ 305,102 $ 201,207 Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the customer. Americas revenue attributed to the United States was 96% during the periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021 and fiscal year ended February 29, 2020 and 98% for the fiscal year ended February 28, 2019. No other country represented more than 10% of total revenue during these periods. 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 customer is not committed. The customer 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, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. As of February 28, 2021 and February 29, 2020, approximately $555.7 million and $566.8 million of revenue was expected to be recognized from remaining performance obligations, respectively. These amounts are expected to be recognized over the next five years. Contract Assets and Liabilities Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. Contract assets were $13.4 million and $2.4 million as of February 28, 2021 and February 29, 2020, 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 the Company performs under the contract. Deferred revenue was $90.2 million and $144.7 million as of February 28, 2021 and February 29, 2020, respectively. The balance as of February 28, 2021 includes a fair value adjustment recorded as part of the Business Combination that reduced deferred revenue by $60.7 million. See Note 3, Business Combinations and Acquisitions Sales Commissions With the adoption of ASC 606 and ASC 340-40, Contracts with Customers |
SEVERANCE AND EXIT COSTS
SEVERANCE AND EXIT COSTS | 12 Months Ended |
Feb. 28, 2021 | |
Restructuring And Related Activities [Abstract] | |
SEVERANCE AND EXIT COSTS | 1 6 . SEVERANCE AND EXIT COSTS In connection with the acquisitions discussed in Note 3, Business Combination and Acquisitions Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 Severance $ 10 $ 1,971 $ 7,195 $ 6,113 Lease exits 45 2,695 1,132 2,194 Total severance and exit costs $ 55 $ 4,666 $ 8,327 $ 8,307 Included in accounts payable and accrued liabilities as of February 28, 2021 and February 29, 2020 is a restructuring liability balance of $1.6 million and $1.1 million, respectively, that primarily consists of lease related obligations, and a restructuring severance liability of $0.3 million and $2.6 million, respectively. The Company expects these amounts to be substantially paid within the next 12 months. The following table reflects the changes in the severance and exit costs accruals: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Beginning of period $ 3,730 $ 4,509 Payments $ (6,463 ) $ (9,106 ) Expenses 4,721 8,327 End of period $ 1,988 $ 3,730 |
WARRANTS
WARRANTS | 12 Months Ended |
Feb. 28, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
WARRANTS | 1 7 . WARRANTS As of February 28, 2021, there were 13,800,000 public warrants, 10,280,000 private placement warrants and 5,000,000 forward purchase warrants outstanding. Each warrant entitles its holders to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The private placement warrants became exercisable with the Domestication. The forward purchase warrants became exercisable upon effectiveness of The Company’s 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 become exercisable, the Company may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. However, the private placement warrants are nonredeemable so long as they are held by the Company’s Sponsor or its permitted transferees. The warrants are recorded as a liability in warrant liability on the Consolidated Balance Sheets. See Note 26, Subsequent Events |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Feb. 28, 2021 | |
Stockholders Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 1 8 . STOCKHOLDERS’ EQUITY Class A Common Stock The Company is authorized to issue 2,500,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. As of February 28, 2021, there were 187,051,142 shares of Class A Common Stock issued and outstanding. See Note 26, Subsequent Events Class V Common Stock The Company is authorized to issue 40,000,000 Class V common stock with a par value of $0.0001 per share. These shares have no economic value but entitle the holder to one vote per share. As of February 28, 2021, there were 35,636,680 shares of Class V Common Stock issued and outstanding and 4,363,320 shares of Class V Common Stock held by the Company in treasury. The following table reflects the changes in the Company’s outstanding stock: Class A Class V Series B-1 Series B-2 Balance, February 4, 2021 187,051,142 35,636,680 8,120,367 3,372,184 — — — — Balance, February 28, 2021 187,051,142 35,636,680 8,120,367 3,372,184 As reflected in the table above, there was no stock activity during the period from February 4, 2021 through February 28, 2021. Membership Units Prior to the Business Combination, E2open Holdings had three classes of units: Class A, Class A-1 and Class B. Class A units were the only units with voting rights. Holders of Class A and Class A-1 units were entitled to priority distributions until each unit received $1.00 per unit. Remaining distributions, if any, were made pro rata to all units. Class B units were incentive, profit-interest units issued to management, which participated as long as E2open Holdings made distributions to any Class A units equal to the participation level of the applicable Class B units. Issued and outstanding Class A and Class A-1 units were 349.6 million and 7.2 million, respectively, as of February 3, 2021, and 349.0 million and 6.1 million, respectively, as of February 29, 2020. During the period from March 1, 2020 through February 3, 2021 and the fiscal years ended February 29, 2020 and February 28, 2019, the Company received $3.5 million, $0.1 million and $0.1 million proceeds from the sale of membership units, respectively. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 12 Months Ended |
Feb. 28, 2021 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | 1 9 . NONCONTROLLING INTERESTS Noncontrolling interest represents the portion of E2open Holdings that the Company controls and consolidates but does not own. As of February 28, 2021, the noncontrolling interest represents a 16.0% ownership in E2open Holdings. Generally, common units of E2open Holdings participate in net income or loss allocations and distributions and entitle their holder to the right, subject to the terms set forth in the Third Company Agreement, to require E2open Holdings to redeem all or a portion of the common units held by such participant. At the Company’s option, it may satisfy this redemption with cash or by exchanging Class V Common Stock for the Company’s Class A Common Stock on a one-for-one basis. As of February 28, 2021, there were a total of 35.6 million common units held by participants of E2open Holdings. There were no changes in the numbers of common units held by participants during the period from February 4, 2021 through February 28, 2021. The Company follows the guidance issued by the FASB regarding the classification and measurement of redeemable securities. Accordingly, the Company has determined that the common units meet the requirements to be classified as permanent equity. The Company did not redeem any common units during the period from February 4, 2021 through February 28, 2021. |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Feb. 28, 2021 | |
Statement Of Other Comprehensive Income [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | 20 . OTHER COMPREHENSIVE INCOME (LOSS) During the fiscal year ended February 28, 2019, the Company reclassed $2.2 million from accumulated other comprehensive loss to interest and other expense, net on the Consolidated Statements Operations related short-term investments resulting in a gain on the sale of the short-term investments. There were no reclasses to the Consolidated Statements of Operations from accumulated other comprehensive income during the periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021 and the year ended February 29, 2020. Accumulated other comprehensive income (loss) in the equity section of the Company Consolidated Balance Sheets includes: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Foreign currency translation adjustment $ 2,388 $ (925 ) Unrealized gain on investments — 27 Accumulated other comprehensive income (loss) $ 2,388 $ (898 ) The unrealized gain on investment was eliminated as part of the Business Combination. |
RETIREMENT PLANS
RETIREMENT PLANS | 12 Months Ended |
Feb. 28, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
RETIREMENT PLANS | 21. RETIREMENT PLANS The E2open 401(k) Plan allows eligible employees to either make pre-tax 401(k) contributes or after-tax Roth 401(k) contributions. These defined contribution plans are sponsored by the Company and provide a variety of investment options. The Company matches 50% of the first 6% an employee contributes to these plans. For an employee to be eligible for the matching contribution, the employee has to be actively employed on December 31 to receive the matching contribution for the year. The Company made matching contributions of $2.2 million, $1.8 million and $1.1 million during the period from February 4, 2021 through February 28, 2021 and fiscal years ended February 29, 2020, February 28, 2019, respectively. There were no matching contributions made during the period from March 1, 2020 through February 3, 2021. The Company has no other post-retirement benefits. During the periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021 and fiscal years ended February 29, 2020 and February 28, 2019, expense related to the defined contribution plans was $0.2 million, $2.3 million, $2.2 million and $1.2 million, respectively. |
SHARE-BASED AND UNIT-BASED COMP
SHARE-BASED AND UNIT-BASED COMPENSATION | 12 Months Ended |
Feb. 28, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
SHARE-BASED AND UNIT-BASED COMPENSATION | 2 2 . SHARE-BASED AND UNIT-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 the Company to make equity and equity-based incentive awards to officers, employees, directors and consultants. There are 15,000,000 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan which can be grated 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. The 2021 Incentive Plan replaced the 2015 Plan and 2015 Restricted Plan, as defined below. See Note 26, Subsequent Events Prior to the Business Combination, the Company had unit-based compensation plans that authorized (a) the discretionary granting of unit options and (b) the discretionary issuance of non-vested restricted units. Unit Options In 2015, E2open Holdings adopted the 2015 Unit Option Plan (2015 Plan). Under the 2015 Plan, E2open Holdings issued Series A unit options to certain employees eligible to participate in E2open Holdings unit option plan. The options issued under the 2015 Plan were subject to certain transfer restrictions and were initially deemed unvested. With respect to options issued to certain employees, options either vested 25% in the first year, and quarterly thereafter over a four-year period (Time-Based Units) or based upon an exit event (Exit-Based Units). The vesting of both the Time-Based Units and Exit-Based Units were subject to the employee’s continued employment with the E2open Holdings. Fair value of the unit options was determined on the date of grant using a pricing model affected by E2open Holdings’ unit price, as well as by certain assumptions including E2open Holdings’ expected equity price volatility over the term of the awards, actual and projected employee option exercise behavior, risk-free interest rates and expected dividends. E2open Holdings did not grant any new options during the periods from March 1, 2020 through February 3, 2021. The estimated grant-date fair values of the unit options granted the period from March 1, 2019 through February 29, 2020 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Expected term (in years) 6 Expected equity price volatility 23% - 55% Risk-free interest rate 1.9% - 2.8% Expected dividend yield 0% The expected term represented the period that the unit options were expected to be outstanding, giving consideration to the contractual terms of the awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of E2open Holdings unit options. E2open Holdings estimated the expected term, using the simplified method due to limited exercise data, to be the period of time between the date of grant and the midpoint between option vesting and expiration. E2open Holdings estimated the expected volatility of its unit options based on the average of historical and implied volatility of comparable companies from a representative peer group based on industry and market capitalization data. The risk-free interest rate represented the yield on a constant maturity U.S. Treasury security with a term equal to the expected term of the options. Expected dividend yield was set at zero because E2open Holdings did not expect to pay dividends during the term of the unit options and historically had not paid any dividends to its equity holders. Management made an estimate of expected forfeitures and recognized compensation costs only for those options expected to vest. E2open Holdings was authorized to issue 46.0 million unit options under the 2015 Plan. As of February 3, 2021 and February 29, 2020, outstanding unit options were 19.9 million and 22.0 million, respectively. Unit options available for grant were 2.7 million as of February 3, 2021; however, the 2015 Plan was terminated as part of the Business Combination. Activity under E2open Holdings’ unit option plan is as follows: Predecessor Number of Units (in thousands) Weighted Average Exercise Price Per Unit Weighted Average Term (in years) Balance, February 28, 2019 18,617 $ 1.34 2.3 Granted 5,713 2.04 Exercised (37 ) 1.61 Canceled and forfeited (2,292 ) 1.51 Balance, February 29, 2020 22,001 1.51 1.9 Exercised (1,425 ) 1.45 Forfeited (721 ) 1.65 Balance, February 3, 2021 19,855 $ 1.51 1.1 The weighted-average grant date fair value per unit of options granted during the fiscal year ended February 29, 2020 was $0.45. As of February 3, 2021, there was $2.4 million of unrecognized compensation cost, excluding estimated forfeitures, related to unvested options, which was expected to be recognized over a weighted-average period of 1.1 year. The weighted-average contractual life of options outstanding was 6.7 years and the weighted-average contractual life of options exercisable was 6.4 years as of February 3, 2021. The Company did not recognize any compensation expense for Exit-Based units for the period from March 1, 2020 through February 3, 2021 and the fiscal years ended February 29, 2020 and February 28, 2019, as these awards were not probable of vesting during these time periods. On January 24, 2021, the board of managers accelerated the vesting of all unvested unit options outstanding under the 2015 Plan as of the completion of the Business Combination on February 4, 2021 which resulted in $12.8 million of accelerated compensation recognized in the period from February 4, 2021 through February 28, 2021. Restricted Equity Plan In 2015, E2open Holdings established the 2015 Restricted Equity Plan (2015 Restricted Plan) that was adopted for certain officers eligible to participate in the 2015 Restricted Plan. The units issued under the 2015 Restricted Plan were subject to certain transfer restrictions and were initially deemed unvested. With respect to units issued to certain officers, Class B units either vested 25% annually over a four-year Activity under E2open Holdings’ 2015 Restricted Plan was as follows: Predecessor ($ in thousands) Number of Units (in thousands) Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Term (in years) Awards not vested, February 28, 2019 12,651 $ 1.41 2.1 Granted 500 1.65 Released (4,196 ) 1.47 Awards not vested, February 29, 2020 8,955 1.40 1.5 Released (3,523 ) 1.48 Awards not vested, February 3, 2021 5,432 $ 1.35 0.3 The aggregate fair value of units vested during the period from March 1, 2020 through February 3, 2021 and fiscal year ended February 29, 2020 was $5.2 million and $6.2 million, respectively. Unrecognized compensation expense related to the Class B units was $5.4 million as of the February 3, 2021, which was expected to be recognized over a weighted-average period of approximately one year. E2open Holdings did not recognize any compensation expense for Exit-Based Units for the period from March 1, 2020 through February 3, 2021 and fiscal years ended February 29, 2020 and February 28, 2019. On January 24, 2021, the board of managers accelerated the vesting of all unvested unit options outstanding under the 2015 Restricted Plan as of the completion of the Business Combination on February 4, 2021 which resulted in $15.4 million of accelerated compensation recognized in the period from February 4, 2021 through February 28, 2021. The table below sets forth the functional classification in the Consolidated Statements of Operations of equity-based compensation expense: Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 Cost of revenue $ 3,248 $ 396 $ 423 $ 429 Research and development 5,224 499 151 440 Sales and marketing 5,134 659 1,316 1,033 General and administrative 19,394 5,723 6,332 6,264 Total share-based and unit-based compensation $ 33,000 $ 7,277 $ 8,222 $ 8,166 As discussed in Note 3, Business Combinations and Acquisitions As discussed in Note 3, Business Combination and Acquisitions Commitments and Contingencies |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Feb. 28, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 2 3 . EARNINGS PER SHARE Basic earnings per share is calculated as net income 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 income: Successor (in thousands, except share and per share data) February 4, 2021 through February 28, 2021 Net income (loss) per share: Numerator - basic: Net income $ 12,857 Less: Net income attributable to noncontrolling interests 2,057 Net income attributable to E2open Parent Holdings, Inc. - basic $ 10,800 Numerator - diluted: Net income attributable to E2open Parent Holdings, Inc. - basic $ 10,800 Add: Net income and tax effect attributable to noncontrolling interests 1,561 Net income attributable to E2open Parent Holdings, Inc. - diluted $ 12,361 Numerator - basic: Weighted average shares outstanding - basic 187,051 Net income per share - basic $ 0.06 Numerator - diluted: Weighted average shares outstanding - basic 187,051 Weighted average effect of dilutive securities 35,637 Weighted average shares outstanding - diluted 222,688 Diluted net income per common share $ 0.06 (1) The warrants include the public warrants, private placement warrants and forward purchase warrants. Potential common shares issuable to employee or directors upon exercise or conversion of shares under the Company’s 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: Successor February 4, 2021 through February 28, 2021 Restricted Sponsor Shares related to Series B-1 common stock 2,500,000 Shares related to Series B-1 common stock 5,620,367 Shares related to Series B-2 common stock 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 Shares related to warrants (1) 29,079,972 Units/Shares excluded from the dilution computation 47,579,804 (1) The warrants include the public warrants, private placement warrants and forward purchase warrants. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 2 4 . INCOME TAXES For financial reporting purposes, the components of income (loss) before income tax benefit were as follows: Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 Domestic $ 5,284 $ (62,012 ) $ (110,937 ) $ (40,627 ) Foreign 6,961 7,401 2,296 2,264 Income (loss) before income tax benefit $ 12,245 $ (54,611 ) $ (108,641 ) $ (38,363 ) The income tax benefit consisted of the following: Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 Current: Federal $ (376 ) $ (273 ) $ (125 ) $ 7,631 State (62 ) (170 ) 31 (34 ) Foreign (578 ) (1,214 ) (1,265 ) (1,860 ) Total current (1,016 ) (1,657 ) (1,359 ) 5,737 Deferred: Federal 1,382 (1,258 ) 6,850 505 State 303 10,117 1,666 1,728 Foreign (57 ) (521 ) 114 275 Total deferred 1,628 8,338 8,630 2,508 Total income tax benefit $ 612 $ 6,681 $ 7,271 $ 8,245 As a result of the Business Combination, the Company acquired a controlling interest in E2open Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, E2open Holdings is not itself subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by E2open Holdings is passed through to and included in the taxable income or loss of its partners, including the Company following the Business Combination, on a pro rata basis. The Company’s U.S. federal and state income tax benefits relate to the Company’s wholly owned U.S. corporate subsidiaries that are consolidated for U.S. GAAP purposes but separately taxed for U.S. federal and state income tax purposes as corporations as well as the Company’s allocable share of any taxable income of E2open Holdings following the Business Combination. Additionally, the Company owns foreign subsidiaries that file and pay income taxes in their local jurisdiction. The Company has elected to record Global Intangible Low-Taxed Income (GILTI) tax as a period cost. The Company’s income tax provision differs from the amounts computed by applying the US federal income tax rate of 21% to pretax income (loss) as a result of the following: Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 U.S. federal tax (expense) benefit at statutory rate $ (2,572 ) $ 11,461 $ 22,815 $ 8,056 State tax, net of federal benefit 835 14,915 1,713 1,637 Foreign rate differential (346 ) (216 ) (670 ) (1,110 ) Effect of foreign operations (139 ) (481 ) — — Tax credit carryforwards 16 119 91 73 Acquisition related adjustment — — (8 ) (1 ) Earnings taxes at affiliate (783 ) (9,494 ) (15,961 ) (6,914 ) Global intangible low-taxes income inclusion (126 ) (1,708 ) (197 ) (563 ) Nonqualified stock options 270 — — — Change in fair value of contingent consideration 6,526 — — — Change in fair value of warrant liability 4,869 — — — Net impact of foreign operations (net of noncontrolling interest) on partnership outside basis) 1,381 — — — Compensation deducted for book in post-acquisition period and deducted for tax in pre-acquisition period (6,091 ) — — — Uncertain tax positions (5 ) (387 ) 23 8,017 Other 200 (39 ) 1,074 (104 ) Change in valuation allowance (3,423 ) (7,489 ) (1,609 ) (846 ) Total income tax benefit $ 612 $ 6,681 $ 7,271 $ 8,245 As of each of the periods presented above, the Company did not provide deferred income taxes on the outside book-tax differences of its foreign subsidiaries or any undistributed retained earnings which are indefinitely reinvested, including those earnings previously subject to income taxes in the U.S. The reversal of these temporary differences or distributions could result in additional tax; however, it is not practicable to estimate the amount of any unrecognized deferred income tax liabilities at this time. The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are set forth below: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Deferred tax assets: Net operating loss carryforwards $ 80,171 $ 78,738 Tax credits 1,803 1,575 Property and equipment 324 796 Disallowed interest carryforward 18,398 — Other deferred tax asset 3,772 4,010 Accruals and reserves 2,039 1,416 Deferred revenue 150 2,018 Total deferred tax assets 106,657 88,553 Deferred tax liabilities: Intangibles 50,528 100,020 Investment in partnership 419,577 — Other deferred tax liability 5,322 754 Total deferred tax liabilities 475,427 100,774 Valuation allowance (27,030 ) (22,855 ) Net deferred tax liabilities $ (395,800 ) $ (35,076 ) ASC 740, Income Taxes As of February 28, 2021, the Company has net operating loss (NOL) carryforwards for federal, state and foreign income tax purposes of approximately $478.2 million, $123.3 million (post apportionment pre-tax) and $23.9 million, respectively. Some of the U.S. federal net operating loss carryforwards begin to expire in fiscal year 2022. The foreign net operating loss carryforwards are derived from multiple tax jurisdictions and will begin to expire during the fiscal year 2022. As of February 28, 2021, the Company had research and development tax credits and foreign tax credits of approximately $5.3 million and $1.1 million, respectively, to reduce future federal income taxes. Federal credit carryforwards expire beginning in 2028. Internal Revenue Code (IRC) Section 382 imposes limitations on a corporation’s ability to utilize its NOLs if the corporation experiences an ownership change, as defined in Section 382. Based upon an analysis performed, utilization of the U.S. Federal NOLs, research and development credits and foreign tax credits in future periods will be subject to an annual limitation under IRC Section 382. As noted above, as of February 28, 2021, federal and state NOL carryforwards, research and development credits and foreign tax credits before any Section 382 limitation were approximately $478.2 million, $5.3 million and $1.1 million, respectively. Of these amounts, approximately $161.5 million, $3.4 million and $0.9 million will expire unused due to Section 382. Accordingly, the Company has reduced the deferred tax assets based upon the anticipated federal and state NOLs that are expected to expire unutilized due to the annual limitation. As of February 28, 2021 and February 29, 2020, total gross unrecognized tax benefits were $2.7 million and $1.5 million respectively. Approximately $0.6 million of the unrecognized tax benefits as of February 28, 2021, if recognized, would have an impact on the Company’s effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of February 28, 2021 and February 29, 2020, the total amount of gross interest and penalties accrued was $0.3 million and $0.2 million, respectively, which is classified as other noncurrent liabilities in the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Beginning of period $ 1,535 $ 1,570 Gross increases: Prior year tax positions 1,223 — Gross decreases: Prior year tax positions (70 ) (12 ) Prior year tax positions due to statute lapse — (23 ) End of period $ 2,688 $ 1,535 Management believes that it has adequately provided for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. Should any issues addressed in the tax audits be resolved in a manner not consistent with management’s expectations, the Company could be required to adjust the provision for income tax in the period such resolution occurs. Although timing of the resolution and/or closure of audits is highly uncertain, the Company does not believe it is reasonably possible that the unrecognized tax benefits would materially change in the next 12 months. The Company is subject to taxation in the U.S., various states, and foreign jurisdictions. The Company has several individual filing groups in the U.S, some of which have NOLs dating back to 2015 and earlier. Fiscal years 2017 through 2021 generally remain open to examination by the taxing jurisdictions to which the Company is subject, although carry forward attributes that were generated in tax years prior to fiscal year 2017 may be adjusted upon examination by the tax authorities if they have been, or will be, used in a future period. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. Under ASC 740 , the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. The CARES Act made various tax law changes including , among other things , ( 1 ) increased the limitation under IRC Section 163(j) for 2019 and 2020 to permit additional expensing of interest ( 2 ) enacted a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k) ( 3 ) made modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019 and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and ( 4 ) enhanced recoverability of alternative minimum tax credit carryforwards. The income tax provisions of the CARES Act had limited applicability to the Company and did not have a material impact on the Company’s consolidated financial statements. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 12 Months Ended |
Feb. 28, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | 2 5 . COMMITMENTS AND CONTINGENCIES Acquisition-Related Obligations Upon purchasing Amber Road (see Note 3, Business Combination and Acquisitions Operating Leases The Company leases its primary office space under non-cancelable operating leases with various expiration dates through August 2027. Rent expense for the periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021 and fiscal years ended February 29, 2020 and February 28, 2019 was $0.6 million, $7.2 million, $8.4 million and $4.4 million, respectively. Future minimum lease payments under non-cancelable operating leases as of February 28, 2021, are as follows for the fiscal years ended: ($ in thousands) Amount 2022 $ 8,507 2023 6,540 2024 5,555 2025 4,204 2026 3,218 Thereafter 5,434 Total minimum lease payments $ 33,458 Several of the operating lease agreements require the Company to provide security deposits. As of February 28, 2021, and February 29, 2020, lease deposits totaled approximately $2.9 million and $3.3 million, respectively. The deposits are generally refundable at the expiration of the lease, assuming all of the Company’s obligations under the lease agreement have been met. Deposits are included in prepaid and other current assets and other noncurrent assets in the Consolidated Balance Sheets. Contingencies From time to time, the Company is subject to contingencies that arise in the ordinary course of business. The Company records 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. The Company does not currently believe the resolution of any such contingencies will have a material adverse effect upon the Company’s Consolidated Balance Sheets, Statements of Operations or Statements of Cash Flows. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Feb. 28, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 2 6 . On March 1, 2021, the Company’s board of directors granted 2,380,902 options to the Company’s executive officers with an exercise price of $9.77. On May 3, 2021, the Chief Executive Officer, pursuant to the authority delegated to him by the board of directors, granted an aggregate of 202,418 options to certain senior management with an exercise price of $10.86. All the options are performance based and are measured based on obtaining an organic growth target over a one-year The Company initially filed a Form S-1 on March 5, 2021 which was deemed effective on March 29, 2021. The S-1 registered 215,045,300 shares of Class A Common Stock currently held by the selling holders in the Business Combination and 15,280,000 warrants to purchase Class A Common Stock. The 15,280,000 warrants represent the 10,280,000 private placement warrants and 5,000,000 forward purchase warrants. |
SCHEDULE II _ VALUATION AND QUA
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Feb. 28, 2021 | |
Valuation And Qualifying Accounts [Abstract] | |
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (In thousands) ($ in thousands) Balance at Beginning of Period Additions Charged to Operations Additions Charged to Goodwill Net Deductions Balance at End of Period Allowance for Doubtful Accounts Successor: February 4, 2021 through February 28, 2021 $ 1,012 $ 308 $ — $ 412 (a) $ 908 Predecessor: March 1, 2020 through February 3, 2021 1,945 13,469 — 14,402 (a) 1,012 For fiscal year ended: February 29, 2020 1,631 2,622 — 2,308 (a) 1,945 February 28, 2019 101 4,424 — 2,894 (a) 1,631 Deferred Tax Asset Valuation Allowance Successor: February 4, 2021 through February 28, 2021 $ 30,345 $ 3,581 $ — $ 6,896 (b) $ 27,030 Predecessor: March 1, 2020 through February 3, 2021 22,855 13,063 — 5,573 (b) 30,345 For fiscal year ended February 29, 2020 16,705 3,076 4,283 1,209 (b) 22,855 February 28, 2019 15,304 1,519 428 546 (b) 16,705 (a) Represents write-offs of accounts receivable, net of recoveries. (b) Represents current year releases credited to expense and current year reductions due to decreases in net deferred tax assets. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation As a result of the Business Combination, for accounting purposes, the Company is the acquirer and E2open Holdings is the acquiree and accounting predecessor. The financial statement presentation includes the financial statements of E2open Holdings as “Predecessor” for periods prior to the Closing Date and of the Company as “Successor” for the periods after the Closing Date, including the consolidation of E2open Holdings. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. 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. The historical financial information is not necessarily indicative of the Company’s future results of operations, financial position and cash flows. |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on the last day of February each year. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain 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 consolidated financial statements and the reported results of operations during the reporting period. Such management estimates include reserves for bad debt, 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, warrants, contingent consideration and the accounting for business combinations. These estimates are based on information available as of the date of the 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 customer budget cycles and customary European vacation schedules, with higher sales 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. |
Segments | Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (CODM), which the Company has determined is its chief executive officer. The CODM evaluates the Company’s financial information and performance on a consolidated basis. The Company operates with centralized functions and delivers most of its products in a similar way on an integrated cloud-based platform. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) 805, Business Combinations |
Software Development Costs | Software Development Costs The Company capitalizes certain software development costs incurred during the application development stage. Software development costs include salaries and other personnel-related costs, including employee benefits, share-based compensation and bonuses attributed to programmers, software engineers and quality control teams working on the Company’s software solutions. The costs related to software development are included in property and equipment, net in the Consolidated Balance Sheets. Under this accounting framework, the Company had capitalized software costs of $7.4 million and a nominal amount as of February 28, 2021 and February 29, 2020, respectively. The Company recognized $0.1 million and $0.8 million of amortization of capitalized software development costs for periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively. The Company did not recognize any amortization of capitalized software development costs for the fiscal years ended February 29, 2020 and February 28, 2019, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company deposits cash and cash equivalents with high-quality financial institutions. Accounts receivable are typically unsecured and derived from sales of subscriptions and support, as well as professional services, principally to large creditworthy technology, industrial, consumer goods, pharmaceutical and energy companies. Credit risk is concentrated primarily in North America, Europe, and parts of Asia. The Company has historically experienced insignificant credit losses. The Company maintains allowances for estimated credit losses based on management’s assessment of the likelihood of collection. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. The Company’s account balances at one or more institutions periodically exceed the Federal Deposit Insurance Corporation (FDIC) insurance coverage and, as a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses and believes the risk is not significant. |
Restricted Cash | Restricted Cash Restricted cash represents customer deposits for the incentive payment program. The Company offers services to administer incentive payments to partners on behalf of the Company’s customers. The Company’s customers deposit these funds into a restricted cash account with an offset included as a liability in incentive program payable in the Consolidated Balance Sheets. |
Accounts Receivable, Net of Allowance | Accounts Receivable, Net of Allowance Accounts receivable are initially recorded upon the sale of solutions to customers. Credit is granted in the normal course of business without collateral. Accounts receivable are stated net of allowances for doubtful accounts, which represent estimated losses resulting from the inability of certain customers to make the required payments. When determining the allowances for doubtful accounts, the Company takes several factors into consideration, including the overall composition of the accounts receivable aging, prior history of accounts receivable write-offs and experience with specific customers. The Company writes off accounts receivable when they are determined to be uncollectible. Changes in the allowances for doubtful accounts are recorded as bad debt expense and are included in general and administrative expense in the Consolidated Statements of Operations. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair values of the net tangible and intangible assets of acquired entities. The Company performs a goodwill impairment test annually during the fourth quarter of the fiscal year and more frequently if an event or circumstance indicates that impairment may have occurred. Triggering events that may indicate a potential impairment include but are not limited to significant adverse changes in customer demand or business climate, obsolescence of acquired technology, and related competitive considerations. The Company performs the goodwill impairment test in accordance with guidance issued by the Financial Accounting Standards Board (FASB). The guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit, if any. If an entity determines that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. The Company has one reporting unit and did not record any goodwill impairment charges for the periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021 and the fiscal years ended February 29, 2020 and February 28, 2019. |
Intangible Assets, Net | Intangible Assets, Net The Company has intangible assets with both definite and indefinite useful lives. Definite-lived intangible assets are carried at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives. The straight-line method approximates the manner in which cash flows are generated from the intangible assets. Amortization periods for definite-lived intangible assets are as follows: Successor Predecessor February 28, 2021 February 29, 2020 Trade names Indefinite 15 years or Indefinite Noncompete agreements N/A 1-5 years Customer relationships 20 years 10-15 years Technology 7-10 years 7 years Content library 10 years 10 years Backlog N/A 4 years Trade names are the only indefinite-lived assets that are not subject to amortization. The Company tests these indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter of the fiscal year or more frequently if an event occurs or circumstances change that indicate that the fair value of an indefinite-lived intangible asset could be below its carrying amount. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If this is the case, a quantitative assessment is performed. The qualitative impairment test consists of comparing the fair value of the indefinite-lived intangible asset, determined using the relief from royalty method, with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value. Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. Critical estimates in valuing the intangible assets include, but are not limited to, forecasts of the expected future cash flows attributable to the respective assets, anticipated growth in revenue from the acquired customer and product base, and the expected use of the acquired assets. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally two to seven years. Leasehold improvements are amortized using the straight-line method over the remaining lease term or the estimated lives of the assets, if shorter. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the Consolidated Balance Sheets, and any resulting gain or loss is reflected in the Consolidated Statements of Operations. No material gains or losses on disposal of property and equipment were recorded during the periods from February 4, 2021 through February 28, 2021 and March 1, 2021 through February 3, 2021 and fiscal years ended February 29, 2020 and February 28, 2019. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the recoverability of its long-lived assets, which consist principally of property and equipment and acquired intangible assets with finite lives, whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset is measured by comparing the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. If that review indicates that the carrying amount of the long-lived asset is not recoverable, an impairment charge is recorded for the amount by which the carrying amount of the asset exceeds its fair value. The Company did not record any long-lived asset impairment charges during the periods from February 4, 2021 through February 28, 2021 and March 1, 2021 through February 3, 2021 and fiscal years ended February 29, 2020 and February 28, 2019. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices in an active market; • Level 2, defined as inputs other than the quoted prices in an active market that are observable either directly or indirectly; and • Level 3, defined as unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Warrant Liability | Warrant Liability The Company has public and private placement warrants as well as warrants available under the Forward Purchase Agreement dated as of April 28, 2020 by and between CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP. The Company classifies as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company’s control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). For equity-linked contracts that are classified as liabilities, the Company records the fair value of the equity-linked contracts at each balance sheet date and records the change in the statements of operations as a gain (loss) from change in fair value of warrant liability. The Company’s public warrant liability is valued using a binomial lattice pricing model. The Company’s private placement warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s 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 rates. The valuation methodologies for the warrants and forward purchase agreement included in warrant liability include certain significant unobservable inputs, resulting in such valuations classified as Level 3 in the fair value measurement hierarchy. The Company assumes a volatility based on the implied volatility of the public warrants and the Company's peer group, which includes American Software, Inc. (NasdaqGS: AMSW.A), Generix SA (ENXTPA: GENX), Manhattan Associates, Inc. (NasdaqGS: MANH), SPS Commerce, Inc. (NasdaqGS: SPSC), Park City Group, Inc. (NasdaqCM: PCYG), GTY Technology Holdings Inc. (NasdaqCM: GTYH), TrackX Holdings Inc. (TSXV: TKX), Tecsys Inc. (TSX: TCS), and The Descartes Systems Group Inc (TSX: DSG). The Company also assumed no dividend payout. |
Contingent Consideration | Contingent Consideration The contingent consideration liability is due to the issuance of the two tranches of restricted 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. The Company also has deferred consideration (earn-out) payments that are due upon the successful attainment of revenue related criteria related to the Averetek, LLC (Averetek) acquisition. These restricted shares, Common Units and deferred consideration payments are treated as a contingent consideration liability under ASC 805 and valued at fair market value on the acquisition date and will be remeasured at each reporting date and adjusted if necessary. The Company’s 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. |
Indemnification | Indemnification The Company includes service-level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of service as a director or officer. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. The Company’s arrangements include provisions indemnifying customers against liabilities if the Company’s products infringe a third-party’s intellectual property rights. The Company has not incurred any costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interest represents the portion of E2open Holdings that the Company controls and consolidates but does not own. The Company recognizes each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interests are subsequently adjusted for the noncontrolling holder’s share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. The Company allocates net income or loss to noncontrolling interests based on the weighted average ownership interest during the period. The net income or loss that is not attributable to the Company is reflected in net income (loss) attributable to noncontrolling interests in the Consolidated Statements of Operations. The Company does not recognize a gain or loss on transactions with a consolidated entity in which it does not own 100% of the equity, but the Company reflects the difference in cash received or paid from the noncontrolling interests carrying amount as additional paid-in-capital. Certain limited partnership interests, including common units, are exchangeable into the Company’s Class A common stock. Class A common stock issued upon exchange of a holder’s noncontrolling interest is accounted for at the carrying value of the surrendered limited partnership interest and the difference between the carrying value and the fair value of the Class A common stock issued is recorded to additional paid-in-capital. |
Advertising Costs | Advertising Costs Advertising costs, which include primarily print materials and sponsorship of events, are expensed as incurred and included in sales and marketing expense in the Consolidated Statements of Operations. Advertising expense has been insignificant to date. |
Severance and Exit Costs | Severance and Exit Costs Severance expenses consist of severance for employees that have been terminated or identified for termination. Exit costs consist of expenses associated with vacating certain facility leases prior to the lease term which generally include the remaining payments on an operating lease. Lease termination obligations are reduced for future sublease income. Severance costs related to workforce reductions are recorded when the Company has committed to a plan of termination and notified the employees of the terms of the plan. |
Acquisition-Related Expenses | Acquisition-Related Expenses Acquisition-related expenses consist of third-party accounting, legal, investment banking fees, severance, facility exit costs, travel expenses, and other expenses incurred solely to prepare for and execute the acquisition and integration of a business. These costs are expensed as incurred. |
Stock-Based Compensation | Share-Based Compensation The Company measures and recognizes compensation expense for all share-based awards at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options. For restricted stock grants and certain performance-based awards, fair value is determined as the average price of the Company’s Class A common stock, par value $0.0001 per share (Class A Common Stock) on the date of grant. The determination of fair value of share-based awards on the date of grant using an option-pricing model is affected by the stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The expected terms of the options are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at grant date. Volatility is based on the average of historical and implied volatility of comparable companies from a representative peer group based on industry and market capitalization data. The Company has not historically issued any dividends and does not expect to in the future. For performance-based awards where the number of shares includes a relative revenue growth modifier to determine the number of shares earned at the end of the performance period, the number of shares earned will depend on which range the Company’s total revenue growth falls within over the performance period. The fair value of the performance-based shares with the revenue growth modifier is determined using a Black-Scholes valuation model. In the period it becomes probable that the minimum threshold specified in the performance-based award will be achieved, the Company recognizes expense for the proportionate share of the total fair value of the award related to the vesting period that has already lapsed. The remaining fair value of the award is expensed on a straight-line basis over the balance of the vesting period. If the Company determines that it is no longer probable that it will achieve the minimum performance threshold specified in the award, all previously recognized compensation expense will be reversed in the period such determination is made. The Company does not estimate forfeitures for share-based awards; therefore, it will record compensation costs for all awards and record actual forfeitures as they occur. |
Unit-Based Compensation | Unit-Based Compensation The pre-Business Combination unit-based compensation expense associated with awards to employees and directors was measured at the grant date based on the fair value of the awards that were expected to vest. For time-based awards, the expense was recognized on a straight-line basis over the requisite service period of the award, which was generally four years. For performance-based awards, the expense was recognized when the performance obligation was probable of occurring. The fair value of options was estimated using the Black-Scholes option-pricing model. Use of this model requires management to make estimates and assumptions regarding expected option life, volatility, risk-free interest rate, and dividend yields. The Company did not estimate forfeitures for unit-based awards; therefore, compensation costs was recorded for all awards and adjusted for forfeitures as they occurred. The Company did not have material forfeitures in any period. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the U.S. dollar. The functional currency of most of the Company’s foreign subsidiaries is the applicable local currency, although the Company has several subsidiaries with functional currencies that differ from their local currencies, of which the most notable exception is the subsidiary in India, whose functional currency is the U.S. dollar. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the consolidated balance sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments resulting from the process of translating foreign currency financial statements into U.S. dollars are reported as a component of accumulated other comprehensive income (loss). Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction. Net transaction gain (loss) from foreign currency contracts recorded in the Consolidated Statements of Operations were $0.2 million and $0.2 million for the periods February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively, and $0.2 million and $(0.1) million for the fiscal years ended February 29, 2020 and February 28, 2019, respectively. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net loss, as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s elements of other comprehensive income (loss) are unrealized gains on investments and cumulative foreign currency translation adjustments. |
Deferred Financing Costs | Deferred Financing Costs The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are included in notes payable and capital lease obligations in the Consolidated Balance Sheets. Deferred financing costs related to notes payable are amortized to interest expense over the terms of the related debt, using the effective interest method. Upon the extinguishment of the related debt, any unamortized deferred financing costs are immediately recorded to gain/loss on extinguishment of debt. Deferred financing costs related to capital lease obligations are amortized on a straight line basis. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized. The Company accounts for uncertain tax positions by reporting a liability for unrecognizable tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Revenue Recognition | Revenue Recognition Effective March 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers The Company generates revenue from the sale of subscriptions and professional services. The Company recognizes revenue when the customer contract and associated performance obligations have been identified, the transaction price has been determined and allocated to the performance obligations in the contract, and the performance obligations have been satisfied. The Company recognizes revenue net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Subscription Revenue The Company offers cloud-based on-demand software solutions, which enable its customers to have constant access to its solutions without the need to manage and support the software and associated hardware themselves. The Company houses the hardware and software in third-party facilities and provides its customers with access to the software solutions, along with data security and storage, backup, and recovery services, and solution support. The Company’s customer contracts typically have a term of three to five years. The Company primarily invoices its customers for subscriptions in advance for annual use of the software solutions. The Company’s payment terms typically require customers to pay within 30 to 90 days from the invoice date. The Company also offers applications which enable its customers to have access to an electronic commerce transaction platform for the international container shipping industry. The majority of the Company’s contracts provide for fixed annual subscription fees. Some of the Company’s contracts with customers are volume-based transaction fees, based on the volume of transactions booked on the platform for two particular products. For subscription-based contracts, the Company generally invoices annually in advance. Under the previous standard, the Company limited subscription revenue recognition to the contractually billable amounts in each year of the subscription. Under the new standard, subscription revenue is recognized ratably over the life of the contract. The impact of this change was insignificant; therefore, no cumulative adjustment was made to the opening balance sheet for revenue recognition at adoption of the new standard. For transactional based contracts, the Company primarily recognizes revenue and invoices for these transactions once incurred, on a monthly basis. This is unchanged from the previous standard. Professional Services Professional services revenue is derived primarily from fees for enabling services, including solution consulting and solution deployment. These services are often sold in conjunction with the sale of the Company’s solutions. The Company provides professional services primarily on a time and materials basis, but also on a fixed fee basis. Customers are invoiced for professional services either monthly in arrears or, as with fixed fee arrangements, in advance and upon reaching project milestones. Professional services revenue is recognized over time. For services that are contracted for at a fixed price, progress is generally measured based on labor hours incurred as a percentage of the total estimated hours required for complete satisfaction of the related performance obligations. For services that are contracted on at time and materials or prepaid basis, progress is generally based on actual labor hours expended. These input methods (e.g., hours incurred or expended) are considered a faithful depiction of the Company’s efforts to satisfy services contracts as they represent the performance obligation consumed by the customer and performed by the Company and therefore reflect the transfer of services to a customer under such contracts. The adoption of the new standard did not result in a material change to the revenue recognition of professional services. The Company enters into arrangements with multiple performance obligations, comprising of subscriptions and professional services. Arrangements with customers typically do not provide the customer with the right to take possession of the software supporting the on-demand solutions. The Company primarily accounts for subscription and professional services revenue as separate units of accounting and allocates revenue to each deliverable in an arrangement based on standalone selling price. The Company evaluates the standalone selling price for each element by considering prices the Company charges for similar offerings, size of the order and historical pricing practices. Sales Commissions With the adoption of ASC 606 and ASC 340-40, Other Assets and Deferred Cost-Contracts with Customers |
Recent Accounting Guidance | Recent Accounting Guidance Recently Adopted Accounting Guidance The Company adopted ASC 606, Revenue from Contracts with Customers Revenue Recognition • identification of the contract, or contracts, with a customer; • identification of the performance obligation in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligation in the contract; and • recognition of revenue as performance obligations are satisfied. The new standard also included ASC 340, Other Assets and Deferred Costs, Contracts with Customers, The Company adopted ASC 606 using the modified retrospective transition method. The period ended February 28, 2019, has not been restated and is reported under the accounting standards in effect for that period. The following table summarizes the cumulative effects of adopting ASC 606 i n the Company’s C onsolidated B alance S heet as of March 1, 2019: Predecessor ($ in thousands) February 28, 2019 ASC 606 Adoption Adjustment March 1, 2019 Assets Prepaid expenses and other current assets $ 7,662 $ 1,520 $ 9,182 Other noncurrent assets 3,496 2,864 6,360 Liabilities and member’s equity Other noncurrent liabilities 18,888 61 18,949 Accumulated deficit (121,455 ) 4,323 (117,132 ) Adoption of the new revenue standard impacted the Company’s Consolidated Balance Sheet as of February 29, 2020, as follows: Predecessor ($ in thousands) Balances without ASC 606 Adoption Impact ASC 606 Adoption Adjustment As Reported Balances as of February 29, 2020 Assets Prepaid expenses and other current assets $ 8,924 $ 3,678 $ 12,602 Other noncurrent assets 6,285 8,160 14,445 Liabilities and member’s equity Deferred revenue 142,673 (646 ) 142,027 Other noncurrent liabilities 38,249 295 38,544 Accumulated deficit (230,691 ) 12,189 (218,502 ) Adoption of the new revenue standard impacted the Company’s Consolidated Statement of Operations for the fiscal year ended February 29, 2020 as follows: Predecessor ($ in thousands) Balances without ASC 606 Adoption Impact ASC 606 Adoption Adjustment As Reported Balances as of February 29, 2020 Revenue Subscription revenue $ 243,335 $ 646 $ 243,981 Operating expenses Sales and marketing 61,061 (7,456 ) 53,605 Income tax benefit (7,507 ) 236 (7,271 ) Net (loss) income (109,236 ) 7,866 (101,370 ) Below is a summary of the adoption impacts of the new standard: • The Company capitalized $4.4 million of sales commissions on March 1, 2019, with a corresponding adjustment to accumulated deficit, net of tax. The Company is amortizing sales commissions over a four-year • The Company recognized revenue of $0.6 million for the fiscal year ended February 29, 2020, for certain customer contracts that previously would have been deferred as of February 29, 2020. Revenue on these contracts is being recognized ratably over the contract term. • Sales commissions of $9.7 million were deferred during the fiscal year ended February 29, 2020, and commissions amortization expense of $2.2 million was recorded to sales and marketing expense for the fiscal year ended February 29, 2020. • The Company recognized an additional $0.1 million deferred tax liability at adoption, and an income tax expense of $0.2 million for the fiscal year ended February 29, 2020, related to the new standard. The impact to the deferred tax liability is included in other noncurrent liabilities in the Consolidated Balance Sheets. In November 2016, the FASB issued Accounting Standards Update (ASU) 2016-18, Restricted Cash, which requires that in the statement of cash flows, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of period total amounts shown on the statement of cash flows. Recent Accounting Guidance Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (ASC 326) In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In October 2018, the FASB issued ASU 2018-17, Consolidated (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities In December 2019, the FASB issued ASU 2019-12, Simplifying Accounting for Income Taxes, 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 the London Interbank Offered Rate ( 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. GAA P 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 modification made until December 31, 2022. On January 7, 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in ASU 2021-01 are elective and apply to the Company’s debt instruments that may be modified as a result of the reference rate reform. The Company is continuing to evaluate these standards, as well as the timing of the transition of various rates in its debt instruments affected by reference rate reform. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Amortization Periods for Definite-Lived Intangible Assets | The Company has intangible assets with both definite and indefinite useful lives. Definite-lived intangible assets are carried at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives. The straight-line method approximates the manner in which cash flows are generated from the intangible assets. Amortization periods for definite-lived intangible assets are as follows: Successor Predecessor February 28, 2021 February 29, 2020 Trade names Indefinite 15 years or Indefinite Noncompete agreements N/A 1-5 years Customer relationships 20 years 10-15 years Technology 7-10 years 7 years Content library 10 years 10 years Backlog N/A 4 years |
Summary of Cumulative Effects of Adopting ASC 606 | The following table summarizes the cumulative effects of adopting ASC 606 i n the Company’s C onsolidated B alance S heet as of March 1, 2019: Predecessor ($ in thousands) February 28, 2019 ASC 606 Adoption Adjustment March 1, 2019 Assets Prepaid expenses and other current assets $ 7,662 $ 1,520 $ 9,182 Other noncurrent assets 3,496 2,864 6,360 Liabilities and member’s equity Other noncurrent liabilities 18,888 61 18,949 Accumulated deficit (121,455 ) 4,323 (117,132 ) Adoption of the new revenue standard impacted the Company’s Consolidated Balance Sheet as of February 29, 2020, as follows: Predecessor ($ in thousands) Balances without ASC 606 Adoption Impact ASC 606 Adoption Adjustment As Reported Balances as of February 29, 2020 Assets Prepaid expenses and other current assets $ 8,924 $ 3,678 $ 12,602 Other noncurrent assets 6,285 8,160 14,445 Liabilities and member’s equity Deferred revenue 142,673 (646 ) 142,027 Other noncurrent liabilities 38,249 295 38,544 Accumulated deficit (230,691 ) 12,189 (218,502 ) Adoption of the new revenue standard impacted the Company’s Consolidated Statement of Operations for the fiscal year ended February 29, 2020 as follows: Predecessor ($ in thousands) Balances without ASC 606 Adoption Impact ASC 606 Adoption Adjustment As Reported Balances as of February 29, 2020 Revenue Subscription revenue $ 243,335 $ 646 $ 243,981 Operating expenses Sales and marketing 61,061 (7,456 ) 53,605 Income tax benefit (7,507 ) 236 (7,271 ) Net (loss) income (109,236 ) 7,866 (101,370 ) |
BUSINESS COMBINATION AND ACQU_2
BUSINESS COMBINATION AND ACQUISITIONS (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Value of Business Combination | The following summarizes the estimated fair value of the Business Combination: ($ in thousands) Fair Value Equity consideration paid to existing E2open Holdings ownership, net (1) $ 461,549 Cash consideration to E2open Holdings, net of $15.1 million post business combination expense 585,971 Cash repayment of debt 978,521 Contingent consideration 158,598 Tax receivable agreement payable (2) 49,892 Cash paid for seller transaction costs 38,135 Estimated fair value of the Business Combination $ 2,272,666 (1) Equity consideration paid to E2open Holdings equity holders consisted of the following: (In thousands, except per share data) Consideration Common shares subject to sales restriction 43,300 Fair value per share $ 10.98 Equity consideration paid to existing E2open Holdings ownership $ 475,434 Less: Acceleration of Class A and Class B units post business combination expense (13,885 ) Equity consideration paid to existing E2open Holdings ownership, net $ 461,549 (2) Payable for 85% of the tax savings realized during the exchange of E2open Holdings’ common units for shares of common stock, cash or other tax benefits under the Tax Receivable Agreement, as defined below. See Note 11, Tax Receivable Agreement for additional information. |
Schedule of Allocation of Purchase Price | The Company recorded the preliminary allocation of the purchase price to the Predecessor’s tangible and intangible assets acquired and liabilities assumed based on their fair values as of February 4, 2021. The preliminary purchase price allocation is as follows: ($ in thousands) Fair Value Cash and cash equivalents $ 180,115 Account receivable, net 124,168 Other current assets 23,623 Property and equipment, net 37,924 Intangible assets 830,000 Goodwill (1) 2,628,964 Non-current assets 4,930 Current liabilities (2) (159,463 ) Notes payable and capital lease obligations (511,762 ) Warrant liability (91,959 ) Noncurrent liabilities (2) (402,986 ) Noncontrolling interest (3) (390,888 ) Total assets acquired and liabilities assumed $ 2,272,666 (1) Goodwill that arose from the step-up in tax basis from the Business Combination is tax deductible for the Company; the majority of E2open Holdings’ goodwill is not deductible for tax purposes. (2) The deferred revenue reflects a $60.7 million reduction in deferred revenues related to the estimated fair values of the acquired deferred revenue. The adjustment is based on the fair value estimates for deferred revenue, adjusted for costs to fulfill the liabilities assumed, plus a normal profit margin. (3) Noncontrolling interest represents the 16.0% ownership in E2open Holdings not owned by the Company as of the Closing Date. The fair value of the noncontrolling interest follows: (In thousands, except per share data) Fair Value Common shares subject to sale restriction 35,600 Fair value per share $ 10.98 Noncontrolling interest $ 390,888 |
Summary of Fair Value of Intangible Assets | The fair value of the intangible assets is as follows: ($ in thousands) Weighted Average Useful Lives Fair Value Indefinite-lived Trademark / trade name (1) Indefinite $ 110,000 Definite-lived Customer relationships (2) 20 300,000 Technology (3) 8.5 370,000 Content library (4) 10 50,000 Total definite-lived 720,000 Total intangible assets $ 830,000 (1) The trademark and trade name represent the tradenames that E2open Holdings originated or acquired which were valued using the relief-from-royalty method. (2) The customer relationships represent the existing customer relationships of E2open Holdings that was estimated by applying the with-and-without methodology, a form of the income approach. (3) The developed technology represents technology acquired and developed by E2open Holdings for the purpose of generating income for E2open Holdings, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration. (4) The content library represents the content contributed by network participants to the E2open Holdings business network, which was valued using the replacement cost method. |
Summary of Unaudited Pro Forma Information | The following unaudited pro forma combined financial information presents the results of operations as if the Business Combination with CCNB1 on February 4, 2021 and the acquisition of Amber Road, Inc. had occurred as of March 1, 2019. 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, a reduction in revenues related to the estimated fair value of the acquired deferred revenue, the elimination of historical interest expense incurred by E2open Holdings on its debt and the incurrence of interest expense related to the issuance of debt in connection with the Business Combination, transaction expenses, nonrecurring post-combination compensation expense and the related adjustment to the income tax provision. Fiscal Year Ended ($ in thousands) February 28, 2021 February 29, 2020 Total revenue $ 328,378 $ 289,467 Net loss (55,053 ) (161,758 ) Less: Net loss attributable to noncontrolling interest (8,324 ) (30,704 ) Net loss attributable to E2open Parent Holdings, Inc. $ (46,729 ) $ (131,054 ) |
Amber Road Inc. | |
Business Acquisition [Line Items] | |
Schedule of Allocation of Purchase Price | The table below presents the allocation of the purchase price to the net assets acquired based on their estimated fair values, as well as the associated estimated useful lives of the acquired intangible assets. ($ in thousands) Amounts Useful Lives Net assets: Content library $ 57,000 10 years Customer relationships 103,100 12 years Technology 41,000 7 years Total identified intangible assets 201,100 Cash and cash equivalents 6,524 Accounts receivable 19,191 Prepaid expenses and other current assets 2,145 Fixed assets 3,160 Other non-current assets 1,261 Total tangible assets 32,281 Goodwill 263,317 Total assets 496,698 Accounts payable 2,100 Accrued expenses and other liabilities 6,901 Deferred revenue 29,872 Other long-term liabilities 29,181 Total liabilities assumed 68,054 Net assets acquired $ 428,644 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
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: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Prepaid software and hardware license and maintenance fees $ 5,441 $ 3,346 Deferred commissions 407 3,678 Other prepaid expenses and other current assets 6,795 5,578 Total prepaid expenses and other current assets $ 12,643 $ 12,602 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes In Goodwill | The following tables present the changes in goodwill: ($ in thousands) Predecessor Balance, February 28, 2019 $ 482,378 Acquisitions: Amber Road 263,317 Averetek 7,191 Currency translation adjustment (130 ) Balance, February 29, 2020 752,756 Currency translation adjustment 33 Balance, February 3, 2021 $ 752,789 ($ in thousands) Successor Balance, February 4, 2021 $ 2,628,964 Currency translation adjustment (318 ) Balance, February 28, 2021 $ 2,628,646 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: Successor February 28, 2021 ($ in thousands) Weighted Average Useful Life Cost Accumulated Amortized Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,924 $ — $ 109,924 Definite-lived: Customer relationships 20.0 300,107 (1,248 ) 298,859 Technology 8.5 370,106 (3,621 ) 366,485 Content library 10.0 50,000 (417 ) 49,583 Total definite-lived 720,213 (5,286 ) 714,927 Total intangible assets $ 830,137 $ (5,286 ) $ 824,851 Predecessor February 29, 2020 ($ in thousands) Weighted Average Useful Life Cost Accumulated Amortized Net Indefinite-lived: Trade name Indefinite $ 11,849 $ — $ 11,849 Definite-lived: Trade name 15.0 20,555 (3,023 ) 17,532 Noncompete agreements 4.2 1,919 (1,894 ) 25 Customer relationships 12.8 377,160 (70,159 ) 307,001 Technology 6.5 113,547 (37,603 ) 75,944 Content library 10.0 57,000 (3,800 ) 53,200 Backlog 4.0 7,000 (4,958 ) 2,042 Total definite-lived 577,181 (121,437 ) 455,744 Total intangible assets $ 589,030 $ (121,437 ) $ 467,593 |
Schedule of Future Amortization of Intangibles | Future amortization of intangibles is as follows for the fiscal years ending: ($ in thousands) Amount 2022 $ 63,547 2023 63,547 2024 63,547 2025 63,547 2026 63,547 Thereafter 397,192 Total future amortization $ 714,927 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Computer equipment $ 14,707 $ 19,962 Software 21,141 11,063 Furniture and fixtures 1,828 5,592 Leasehold improvements 7,722 9,708 Gross property and equipment 45,398 46,325 Less accumulated depreciation and amortization (1,200 ) (21,093 ) Property and equipment, net $ 44,198 $ 25,232 Property and equipment, net by geographic regions consisted of the following: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Americans $ 41,338 $ 22,591 Europe 1,664 1,593 Asia Pacific 1,196 1,048 Property and equipment, net $ 44,198 $ 25,232 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Accrued compensation $ 34,298 $ 25,011 Accrued severance and retention 349 2,613 Trade accounts payable 17,858 13,508 Accrued professional services 2,938 3,168 Restructuring liability 1,639 1,117 Taxes payable 1,892 1,404 Interest payable 1,293 309 Other 9,966 11,321 Total accounts payable and accrued liabilities $ 70,233 $ 58,451 |
NOTES PAYABLE AND CAPITAL LEA_2
NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Capital Lease Obligations Outstanding | Notes payable and capital lease obligations outstanding were as follows: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 2021 Term Loan $ 525,000 $ — Term Loan Due 2024 — 914,184 Amber Term Loan — 36,588 Revolving Credit Facility — 15,000 Other notes payable 688 376 Capital lease obligations 11,415 6,057 Total notes payable and capital lease obligations 537,103 972,205 Less unamortized debt issuance costs (18,483 ) (20,497 ) Total notes payable and capital lease obligations, net 518,620 951,708 Less current portion (9,232 ) (64,902 ) Notes payable and capital lease obligations, less current portion, net $ 509,388 $ 886,806 |
Schedule of Future Principal Payment Obligations of Company's Notes Payable | The following table sets forth future principal payment obligations of the Company’s notes payable and capital lease obligations for the fiscal years ending: ($ in thousands) Amount 2022 $ 9,696 2023 9,094 2024 7,750 2025 5,250 2026 5,250 Thereafter 500,063 Total minimum payments 537,103 Less current portion (9,232 ) Notes payable and capital lease obligations, less current portion $ 527,871 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Investments | The following tables set forth details about the Company’s investments: ($ in thousands) Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value February 28, 2021 (Successor) Asset-backed securities $ 162 $ 62 $ — $ 224 February 29, 2020 (Predecessor) Asset-backed securities $ 162 $ 17 $ — $ 179 |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows: Successor February 28, 2021 ($ 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 — 224 — 224 Total investments — 224 — 224 Total assets $ 4 $ 224 $ — $ 228 Liabilities: Earn-out liability — — 2,000 2,000 Warrant liability — — 68,772 68,772 Contingent consideration — — 150,808 150,808 Total liabilities $ — $ — $ 221,580 $ 221,580 Predecessor February 29, 2020 ($ 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 — 179 — 179 Total investments — 179 — 179 Total assets $ 4 $ 179 $ — $ 183 Liabilities: Earn-out liability — — 2,000 2,000 Total liabilities $ — $ — $ 2,000 $ 2,000 |
Reconciliation of Beginning and Ending Balances of Acquisition Related Accrued Earn-Outs Using Significant Unobservable Inputs (Level 3) | A reconciliation of the beginning and ending balances of acquisition related accrued earn-outs and contingent consideration using significant unobservable inputs (Level 3) is summarized below: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Beginning of period $ 2,000 $ 620 Acquisition date fair value of contingent consideration 184,548 2,000 Cash payments — (464 ) Gain from fair value of contingent consideration (33,740 ) (146 ) Foreign exchange — (10 ) End of period $ 152,808 $ 2,000 |
Reconciliation of Warrant Liability | The Company’s warrant liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). A reconciliation of the warrant liability from February 4, 2021 through February 28, 2021 is summarized below: Successor ($ in thousands) February 28, 2021 Beginning of period $ 91,959 Gain from fair value of warrant liability (23,187 ) End of period $ 68,772 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue by Geographic Region | Revenue by geographic regions consisted of the following: Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 Americas $ 20,403 $ 295,923 $ 293,751 $ 197,245 Europe 463 6,226 6,271 3,594 Asia Pacific 499 6,498 5,080 368 Total revenue $ 21,365 $ 308,647 $ 305,102 $ 201,207 |
SEVERANCE AND EXIT COSTS (Table
SEVERANCE AND EXIT COSTS (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Severance And Exit Costs Included In Acquisitions | In connection with the acquisitions discussed in Note 3, Business Combination and Acquisitions Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 Severance $ 10 $ 1,971 $ 7,195 $ 6,113 Lease exits 45 2,695 1,132 2,194 Total severance and exit costs $ 55 $ 4,666 $ 8,327 $ 8,307 |
Schedule of Changes in Severance and Exit Costs Accruals | The following table reflects the changes in the severance and exit costs accruals: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Beginning of period $ 3,730 $ 4,509 Payments $ (6,463 ) $ (9,106 ) Expenses 4,721 8,327 End of period $ 1,988 $ 3,730 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Stockholders Equity Note [Abstract] | |
Schedule of Changes in Outstanding Stock | The following table reflects the changes in the Company’s outstanding stock: Class A Class V Series B-1 Series B-2 Balance, February 4, 2021 187,051,142 35,636,680 8,120,367 3,372,184 — — — — Balance, February 28, 2021 187,051,142 35,636,680 8,120,367 3,372,184 |
OTHER COMPREHENSIVE INCOME (L_2
OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Statement Of Other Comprehensive Income [Abstract] | |
Schedule of Accumulated other comprehensive income (loss) in the equity section of the Company Consolidated Balance Sheets | Accumulated other comprehensive income (loss) in the equity section of the Company Consolidated Balance Sheets includes: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Foreign currency translation adjustment $ 2,388 $ (925 ) Unrealized gain on investments — 27 Accumulated other comprehensive income (loss) $ 2,388 $ (898 ) |
SHARE-BASED AND UNIT-BASED CO_2
SHARE-BASED AND UNIT-BASED COMPENSATION (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Estimated Grant-Date Fair Values Assumptions | The estimated grant-date fair values of the unit options granted the period from March 1, 2019 through February 29, 2020 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Expected term (in years) 6 Expected equity price volatility 23% - 55% Risk-free interest rate 1.9% - 2.8% Expected dividend yield 0% |
Summary of Unit Option Plan | Activity under E2open Holdings’ unit option plan is as follows: Predecessor Number of Units (in thousands) Weighted Average Exercise Price Per Unit Weighted Average Term (in years) Balance, February 28, 2019 18,617 $ 1.34 2.3 Granted 5,713 2.04 Exercised (37 ) 1.61 Canceled and forfeited (2,292 ) 1.51 Balance, February 29, 2020 22,001 1.51 1.9 Exercised (1,425 ) 1.45 Forfeited (721 ) 1.65 Balance, February 3, 2021 19,855 $ 1.51 1.1 |
Schedule of Restricted Equity Plan | Activity under E2open Holdings’ 2015 Restricted Plan was as follows: Predecessor ($ in thousands) Number of Units (in thousands) Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Term (in years) Awards not vested, February 28, 2019 12,651 $ 1.41 2.1 Granted 500 1.65 Released (4,196 ) 1.47 Awards not vested, February 29, 2020 8,955 1.40 1.5 Released (3,523 ) 1.48 Awards not vested, February 3, 2021 5,432 $ 1.35 0.3 |
Schedule of Functional Classification in the Consolidated Statements of Operations | The table below sets forth the functional classification in the Consolidated Statements of Operations of equity-based compensation expense: Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 Cost of revenue $ 3,248 $ 396 $ 423 $ 429 Research and development 5,224 499 151 440 Sales and marketing 5,134 659 1,316 1,033 General and administrative 19,394 5,723 6,332 6,264 Total share-based and unit-based compensation $ 33,000 $ 7,277 $ 8,222 $ 8,166 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Per Share Computations for Net Income | The following is a reconciliation of the denominators of the basic and diluted per share computations for net income: Successor (in thousands, except share and per share data) February 4, 2021 through February 28, 2021 Net income (loss) per share: Numerator - basic: Net income $ 12,857 Less: Net income attributable to noncontrolling interests 2,057 Net income attributable to E2open Parent Holdings, Inc. - basic $ 10,800 Numerator - diluted: Net income attributable to E2open Parent Holdings, Inc. - basic $ 10,800 Add: Net income and tax effect attributable to noncontrolling interests 1,561 Net income attributable to E2open Parent Holdings, Inc. - diluted $ 12,361 Numerator - basic: Weighted average shares outstanding - basic 187,051 Net income per share - basic $ 0.06 Numerator - diluted: Weighted average shares outstanding - basic 187,051 Weighted average effect of dilutive securities 35,637 Weighted average shares outstanding - diluted 222,688 Diluted net income per common share $ 0.06 (1) The warrants include the public warrants, private placement warrants and forward purchase warrants. |
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: Successor February 4, 2021 through February 28, 2021 Restricted Sponsor Shares related to Series B-1 common stock 2,500,000 Shares related to Series B-1 common stock 5,620,367 Shares related to Series B-2 common stock 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 Shares related to warrants (1) 29,079,972 Units/Shares excluded from the dilution computation 47,579,804 (1) The warrants include the public warrants, private placement warrants and forward purchase warrants. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) Before Income Tax Benefit | For financial reporting purposes, the components of income (loss) before income tax benefit were as follows: Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 Domestic $ 5,284 $ (62,012 ) $ (110,937 ) $ (40,627 ) Foreign 6,961 7,401 2,296 2,264 Income (loss) before income tax benefit $ 12,245 $ (54,611 ) $ (108,641 ) $ (38,363 ) |
Schedule of Income Tax benefit | The income tax benefit consisted of the following: Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 Current: Federal $ (376 ) $ (273 ) $ (125 ) $ 7,631 State (62 ) (170 ) 31 (34 ) Foreign (578 ) (1,214 ) (1,265 ) (1,860 ) Total current (1,016 ) (1,657 ) (1,359 ) 5,737 Deferred: Federal 1,382 (1,258 ) 6,850 505 State 303 10,117 1,666 1,728 Foreign (57 ) (521 ) 114 275 Total deferred 1,628 8,338 8,630 2,508 Total income tax benefit $ 612 $ 6,681 $ 7,271 $ 8,245 |
Schedule of Income Tax Provision Differs from US Federal Income Tax | The Company’s income tax provision differs from the amounts computed by applying the US federal income tax rate of 21% to pretax income (loss) as a result of the following: Successor Predecessor ($ in thousands) February 4, 2021 through February 28, 2021 March 1, 2020 through February 3, 2021 Fiscal Year Ended February 29, 2020 Fiscal Year Ended February 28, 2019 U.S. federal tax (expense) benefit at statutory rate $ (2,572 ) $ 11,461 $ 22,815 $ 8,056 State tax, net of federal benefit 835 14,915 1,713 1,637 Foreign rate differential (346 ) (216 ) (670 ) (1,110 ) Effect of foreign operations (139 ) (481 ) — — Tax credit carryforwards 16 119 91 73 Acquisition related adjustment — — (8 ) (1 ) Earnings taxes at affiliate (783 ) (9,494 ) (15,961 ) (6,914 ) Global intangible low-taxes income inclusion (126 ) (1,708 ) (197 ) (563 ) Nonqualified stock options 270 — — — Change in fair value of contingent consideration 6,526 — — — Change in fair value of warrant liability 4,869 — — — Net impact of foreign operations (net of noncontrolling interest) on partnership outside basis) 1,381 — — — Compensation deducted for book in post-acquisition period and deducted for tax in pre-acquisition period (6,091 ) — — — Uncertain tax positions (5 ) (387 ) 23 8,017 Other 200 (39 ) 1,074 (104 ) Change in valuation allowance (3,423 ) (7,489 ) (1,609 ) (846 ) Total income tax benefit $ 612 $ 6,681 $ 7,271 $ 8,245 |
Temporary Differences of Deferred Tax Assets and Liabilities | The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are set forth below: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Deferred tax assets: Net operating loss carryforwards $ 80,171 $ 78,738 Tax credits 1,803 1,575 Property and equipment 324 796 Disallowed interest carryforward 18,398 — Other deferred tax asset 3,772 4,010 Accruals and reserves 2,039 1,416 Deferred revenue 150 2,018 Total deferred tax assets 106,657 88,553 Deferred tax liabilities: Intangibles 50,528 100,020 Investment in partnership 419,577 — Other deferred tax liability 5,322 754 Total deferred tax liabilities 475,427 100,774 Valuation allowance (27,030 ) (22,855 ) Net deferred tax liabilities $ (395,800 ) $ (35,076 ) |
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit | A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows: Successor Predecessor ($ in thousands) February 28, 2021 February 29, 2020 Beginning of period $ 1,535 $ 1,570 Gross increases: Prior year tax positions 1,223 — Gross decreases: Prior year tax positions (70 ) (12 ) Prior year tax positions due to statute lapse — (23 ) End of period $ 2,688 $ 1,535 |
COMMITMENTS & CONTINGENCIES (Ta
COMMITMENTS & CONTINGENCIES (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases as of February 28, 2021, are as follows for the fiscal years ended: ($ in thousands) Amount 2022 $ 8,507 2023 6,540 2024 5,555 2025 4,204 2026 3,218 Thereafter 5,434 Total minimum lease payments $ 33,458 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS - Additional Information (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I $ / shares in Units, $ in Millions | Apr. 28, 2020USD ($)$ / sharesshares |
Subsidiary Sale Of Stock [Line Items] | |
Sale of units in initial public offering, gross (in shares) | shares | 41,400,000 |
Share price (in US$ per share) | $ / shares | $ 10 |
Principal deposited in Trust Account | $ | $ 414 |
Private Placement | |
Subsidiary Sale Of Stock [Line Items] | |
Number of warrants to purchase shares issued (in shares) | shares | 10,280,000 |
Proceeds from issuance of warrants | $ | $ 424.3 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Feb. 28, 2021USD ($)ReportingUnit$ / shares | Feb. 03, 2021USD ($)ReportingUnit | Feb. 28, 2021USD ($)SegmentTranche$ / shares | Feb. 29, 2020USD ($)ReportingUnit | Feb. 28, 2019USD ($)ReportingUnit | Mar. 01, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of operating segment | Segment | 1 | |||||
Number of reporting unit | ReportingUnit | 1 | 1 | 1 | 1 | ||
Goodwill impairment charges | $ 0 | $ 0 | $ 0 | $ 0 | ||
Gains or losses on disposal on property and equipment | 0 | 0 | 0 | 0 | ||
Long-lived asset impairment charges | 0 | 0 | 0 | 0 | ||
Contingent consideration liability number of tranche | Tranche | 2 | |||||
Net transaction gain (loss) from foreign currency contracts | 200,000 | 200,000 | 200,000 | (100,000) | ||
Sales commissions amortization period | 4 years | |||||
Total revenue | 21,365,000 | 308,647,000 | 305,102,000 | 201,207,000 | ||
Deferred sales commissions | 90,200,000 | $ 90,200,000 | 144,700,000 | |||
Amortization of deferred commissions | 34,000 | 3,937,000 | 2,238,000 | |||
Deferred taxes | 396,217,000 | $ 396,217,000 | 36,636,000 | |||
Income tax expense | $ (612,000) | (6,681,000) | (7,271,000) | (8,245,000) | ||
ASC 606 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Sales commissions amortization period | 4 years | |||||
Total revenue | 600,000 | |||||
Income tax expense | 200,000 | |||||
ASC 606 | Sales and Marketing Expense | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Amortization of deferred commissions | 2,200,000 | |||||
Subscription Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Total revenue | 243,981,000 | |||||
Sales Commissions | ASC 606 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Deferred sales commissions | 9,700,000 | |||||
Sales Commissions | Cumulative Effect, Period of Adoption | ASC 606 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accumulated deficit, net of tax | $ 4,400,000 | |||||
Time-Based Awards | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Requisite service period | 4 years | |||||
Class A Common Stock | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of assets | 2 years | |||||
Minimum | Subscription Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Customer contract term | 3 years | |||||
Payment term | 30 days | |||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of assets | 7 years | |||||
Maximum | Subscription Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Customer contract term | 5 years | |||||
Payment term | 90 days | |||||
Property and Equipment, Net | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Capitalized software development costs | $ 7,400,000 | $ 7,400,000 | 7,400,000 | |||
Amortization of capitalized software development costs | $ 100,000 | $ 800,000 | $ 100,000 | $ 0 | $ 0 | |
Other Noncurrent Liabilities | ASC 606 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Deferred taxes | $ 100,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Amortization Periods for Definite-Lived Intangible Assets (Details) | 1 Months Ended | 12 Months Ended |
Feb. 28, 2021 | Feb. 29, 2020 | |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 15 years | |
Noncompete Agreements | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 1 year | |
Noncompete Agreements | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 5 years | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 20 years | |
Customer Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 10 years | |
Customer Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 15 years | |
Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 7 years | |
Technology | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 7 years | |
Technology | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 10 years | |
Content Library | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 10 years | 10 years |
Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 4 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Cumulative Effects of Adopting ASC 606 on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 | Mar. 01, 2019 | Feb. 28, 2019 |
Assets | ||||
Prepaid expenses and other current assets | $ 12,643 | $ 12,602 | $ 9,182 | |
Other noncurrent assets | 7,416 | 14,445 | 6,360 | |
Liabilities and member’s equity | ||||
Deferred revenue | 89,691 | 142,027 | ||
Other noncurrent liabilities | 38,544 | 18,949 | ||
Accumulated deficit | $ 10,800 | (218,502) | (117,132) | |
Balances Without ASC 606 Adoption Impact | ASC 606 | ||||
Assets | ||||
Prepaid expenses and other current assets | 8,924 | $ 7,662 | ||
Other noncurrent assets | 6,285 | 3,496 | ||
Liabilities and member’s equity | ||||
Deferred revenue | 142,673 | |||
Other noncurrent liabilities | 38,249 | 18,888 | ||
Accumulated deficit | (230,691) | $ (121,455) | ||
ASC 606 Adoption Adjustment | ASC 606 | ||||
Assets | ||||
Prepaid expenses and other current assets | 3,678 | 1,520 | ||
Other noncurrent assets | 8,160 | 2,864 | ||
Liabilities and member’s equity | ||||
Deferred revenue | (646) | |||
Other noncurrent liabilities | 295 | 61 | ||
Accumulated deficit | $ 12,189 | $ 4,323 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Adoption of New Revenue Standard Impacted Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Revenue | ||||
Total revenue | $ 21,365 | $ 308,647 | $ 305,102 | $ 201,207 |
Operating Expenses | ||||
Sales and marketing | 8,788 | 46,034 | 53,605 | 34,398 |
Income tax benefit | (612) | $ (6,681) | (7,271) | $ (8,245) |
Net (loss) income | $ 10,800 | (101,370) | ||
ASC 606 | ||||
Revenue | ||||
Total revenue | 600 | |||
Operating Expenses | ||||
Income tax benefit | 200 | |||
Subscription Revenue | ||||
Revenue | ||||
Total revenue | 243,981 | |||
Balances Without ASC 606 Adoption Impact | ASC 606 | ||||
Operating Expenses | ||||
Sales and marketing | 61,061 | |||
Income tax benefit | (7,507) | |||
Net (loss) income | (109,236) | |||
Balances Without ASC 606 Adoption Impact | Subscription Revenue | ASC 606 | ||||
Revenue | ||||
Total revenue | 243,335 | |||
ASC 606 Adoption Adjustment | ASC 606 | ||||
Operating Expenses | ||||
Sales and marketing | (7,456) | |||
Income tax benefit | 236 | |||
Net (loss) income | 7,866 | |||
ASC 606 Adoption Adjustment | Subscription Revenue | ASC 606 | ||||
Revenue | ||||
Total revenue | $ 646 |
BUSINESS COMBINATION AND ACQU_3
BUSINESS COMBINATION AND ACQUISITIONS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Aug. 04, 2021 | Feb. 04, 2021 | Feb. 28, 2021 | Feb. 03, 2021 | Jul. 31, 2019 | May 31, 2019 | Feb. 03, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Business Acquisition [Line Items] | |||||||||||
Proceed from issuance of new term loan | $ 525,000 | ||||||||||
Proceeds from forward purchase agreement | 200,000 | ||||||||||
Proceeds from PIPE Investment | $ 627,500 | ||||||||||
Expenses related to business combination | $ 800 | $ 3,900 | |||||||||
Business combination debt issuance cost | 20,200 | ||||||||||
Acquisition-related expenses | $ 4,317 | 14,348 | $ 26,709 | $ 15,577 | |||||||
Voting rights | 0.00% | 0.00% | |||||||||
Investor rights agreement, termination, description | The director appointment rights under the Investor Rights Agreement will terminate as to a party when such party, together with its permitted transferees, has less than certain ownership thresholds (with respect to the affiliates of Insight Partners, the greater of 33% of the economic interests in us that such affiliates of Insight Partners owned immediately after the Closing Date and 2% of the Company’s voting securities, and with respect to CC Capital (on behalf of the Sponsor), less than 17% of the economic interests in the Company that it owned immediately after the Closing Date). The registration rights in the Investor Rights Agreement will terminate as to each holder of the Company’s shares of common stock when such holder ceases to hold any of the Company’s common stock or securities exercisable or exchangeable for the Company’s common stock. | ||||||||||
Proceeds from term loan | 23,377 | 492,588 | $ 480,000 | ||||||||
Contingent consideration | $ 158,598 | $ 158,598 | |||||||||
Acquisition-related obligations | 2,000 | 2,000 | 3,100 | ||||||||
Intangible assets based on estimated fair values | 830,000 | ||||||||||
Amber Road Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination fixed consideration | $ 428,600 | ||||||||||
Weighted-average amortization period | 10 years 4 months 24 days | ||||||||||
Amber Road Inc. | Term Loan Due 2024 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from term loan | $ 35,600 | ||||||||||
Averetek | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination fixed consideration | $ 8,700 | ||||||||||
Weighted-average amortization period | 8 years 3 months 18 days | ||||||||||
Contingent consideration upon successful attainment of earn-out criteria | $ 2,000 | ||||||||||
Period of contingent consideration | 2 years | ||||||||||
Contingent consideration | $ 2,000 | $ 2,000 | $ 2,000 | ||||||||
Cash payment | $ 7,600 | ||||||||||
Acquisition-related obligations | 1,100 | ||||||||||
Net liabilities assumed | 600 | ||||||||||
Intangible assets based on estimated fair values | 4,100 | ||||||||||
Goodwill | $ 7,200 | ||||||||||
RCUs | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Vesting period | 10 years | ||||||||||
CCNB1 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Principal deposited in trust account | 414,000 | ||||||||||
Acquisition-related expenses | $ 16,900 | ||||||||||
E2open Holdings, LLC | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Expenses related to business combination | 6,500 | ||||||||||
Business combination debt issuance cost | 600 | ||||||||||
Acquisition-related expenses | $ 31,000 | ||||||||||
PIPE Investment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from PIPE Investment | 627,500 | ||||||||||
Acquisition-related expenses | 10,900 | ||||||||||
Initial Public Offering | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination deferred underwriting costs | 14,500 | ||||||||||
Class A Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Class A Common Stock | PIPE Investment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from investor purchasing | $ 695,000 | ||||||||||
Stock issued during period shares acquisitions | 69.5 | ||||||||||
Class V Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock, par value | 0.0001 | 0.0001 | |||||||||
Class V Common Stock | Forecast | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | ||||||||||
Common stock, terms of conversion, description | for a number of shares of Class A Common Stock equal to the number of exchanged Common Units by delivering a written notice to E2open Holdings, with a copy to the Company; provided that (a) if a holder of Common Units holds more than 100,000 Common Units as of the Closing Date, such holder will not be permitted to exchange a number of Common Units less than the lessor of (1) 100,000 Common Units and (2) all of the Common Units then held by such holder or (b) if a holder of Common Units holds 100,000 Common Units or less than the lesser of (1) 50% of the Common Units held by such holder as of the Closing Date and (2) all of the Common Units then held by such holder, subject in each case to the limitations and requirements set forth in the Third Company Agreement regarding such exchanges | ||||||||||
Common stock par value | For each Common Unit exchanged, one share of Class V Common Stock will be canceled and one share of Class A Common Stock will be issued to the exchanging member | ||||||||||
Class A Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Class A Common Stock | Forecast | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of days volume-weighted Average Price | 5 days |
BUSINESS COMBINATION AND ACQU_4
BUSINESS COMBINATION AND ACQUISITIONS - Summary of Estimated Fair Value of Business Combination (Details) $ in Thousands | Feb. 28, 2021USD ($) |
Business Combinations [Abstract] | |
Equity consideration paid to existing E2open Holdings ownership, net | $ 461,549 |
Cash consideration to E2open Holdings, net of $15.1 million post business combination expense | 585,971 |
Cash repayment of debt | 978,521 |
Contingent consideration | 158,598 |
Tax receivable agreement payable | 49,892 |
Cash paid for seller transaction costs | 38,135 |
Estimated fair value of the Business Combination | $ 2,272,666 |
BUSINESS COMBINATION AND ACQU_5
BUSINESS COMBINATION AND ACQUISITIONS - Summary of Estimated Fair Value of Business Combination (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Feb. 28, 2021USD ($) | |
Business Combinations [Abstract] | |
Post combination expense | $ 15.1 |
BUSINESS COMBINATION AND ACQU_6
BUSINESS COMBINATION AND ACQUISITIONS - Summary of Equity Consideration Paid to E2 Open Holdings Equity Holders (Details) $ / shares in Units, $ in Thousands | Feb. 28, 2021USD ($)$ / sharesshares |
Business Combinations [Abstract] | |
Common shares subject to sales restriction | shares | 43,300 |
Fair value per share | $ / shares | $ 10.98 |
Equity consideration paid to existing E2open Holdings ownership | $ 475,434 |
Less: Acceleration of Class A and Class B units post business combination expense | (13,885) |
Equity consideration paid to existing E2open Holdings ownership, net | $ 461,549 |
BUSINESS COMBINATION AND ACQU_7
BUSINESS COMBINATION AND ACQUISITIONS - Summary of Estimated Fair Value (Parenthetical) (Details) | Feb. 28, 2021 |
Business Combinations [Abstract] | |
Percentage of tax savings payment | 85.00% |
BUSINESS COMBINATION AND ACQU_8
BUSINESS COMBINATION AND ACQUISITIONS - Schedule of Preliminary Allocation of Purchase Price to Predecessor's Tangible and Intangible Assets Acquired and Liabilities Assumed Based on Fair Value (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 04, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 |
Business Combinations [Abstract] | |||||
Cash and cash equivalents | $ 180,115 | ||||
Account receivable, net | 124,168 | ||||
Other current assets | 23,623 | ||||
Property and equipment, net | 37,924 | ||||
Intangible assets | 830,000 | ||||
Goodwill | $ 2,628,646 | 2,628,964 | $ 752,789 | $ 752,756 | $ 482,378 |
Non-current assets | 4,930 | ||||
Current liabilities | (159,463) | ||||
Notes payable and capital lease obligations | (511,762) | ||||
Warrant liability | (91,959) | ||||
Noncurrent liabilities | (402,986) | ||||
Noncontrolling interest | (390,888) | ||||
Total assets acquired and liabilities assumed | $ 2,272,666 |
BUSINESS COMBINATION AND ACQU_9
BUSINESS COMBINATION AND ACQUISITIONS - Schedule of Preliminary Allocation of Purchase Price to Predecessor's Tangible and Intangible Assets Acquired and Liabilities Assumed Based on Fair Value (Parenthetical) (Details) - USD ($) $ in Millions | Feb. 04, 2021 | Feb. 28, 2021 |
Business Acquisition [Line Items] | ||
Reduction in deferred revenues | $ 60.7 | $ 60.7 |
E2open Holdings LLC | ||
Business Acquisition [Line Items] | ||
Noncontrolling interest percentage | 16.00% | 16.00% |
BUSINESS COMBINATION AND ACQ_10
BUSINESS COMBINATION AND ACQUISITIONS - Summary of Fair Value of Noncontrolling Interest (Details) $ / shares in Units, $ in Thousands | Feb. 04, 2021USD ($)$ / sharesshares |
Business Combinations [Abstract] | |
Common shares subject to sale restriction | shares | 35,600 |
Fair value per share | $ / shares | $ 10.98 |
Noncontrolling interest | $ | $ 390,888 |
BUSINESS COMBINATION AND ACQ_11
BUSINESS COMBINATION AND ACQUISITIONS - Summary of Fair Value of Intangible Assets (Details) - USD ($) $ in Thousands | Feb. 04, 2021 | Feb. 28, 2021 | Feb. 29, 2020 |
Business Acquisition [Line Items] | |||
Definite-lived intangible assets | $ 720,000 | ||
Total intangible assets | $ 830,000 | ||
Customer Relationships | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 20 years | 20 years | 12 years 9 months 18 days |
Definite-lived intangible assets | $ 300,000 | ||
Technology | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 6 years | 8 years 6 months | 6 years 6 months |
Definite-lived intangible assets | $ 370,000 | ||
Content Library | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 10 years | 10 years | 10 years |
Definite-lived intangible assets | $ 50,000 | ||
Trademark / Trade name | |||
Business Acquisition [Line Items] | |||
Indefinite-lived intangible assets | Indefinite | Indefinite | |
Indefinite-lived intangible assets | $ 110,000 |
BUSINESS COMBINATION AND ACQ_12
BUSINESS COMBINATION AND ACQUISITIONS - Summary of Unaudited Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Business Combinations [Abstract] | ||
Total revenue | $ 328,378 | $ 289,467 |
Net loss | (55,053) | (161,758) |
Less: Net loss attributable to noncontrolling interest | (8,324) | (30,704) |
Net loss attributable to E2open Parent Holdings, Inc. | $ (46,729) | $ (131,054) |
BUSINESS COMBINATION AND ACQ_13
BUSINESS COMBINATION AND ACQUISITIONS - Schedule of Allocation of Purchase Price to Net Assets Acquired Based on Estimated Fair Values, as well as Associated Estimated Useful lives of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2021 | Jul. 31, 2019 | Feb. 29, 2020 | Feb. 04, 2021 | Feb. 03, 2021 | Feb. 28, 2019 | |
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets | $ 720,000 | |||||
Cash and cash equivalents | 180,115 | |||||
Accounts receivable | 124,168 | |||||
Property and equipment, net | 37,924 | |||||
Goodwill | $ 2,628,646 | $ 752,756 | 2,628,964 | $ 752,789 | $ 482,378 | |
Total assets acquired and liabilities assumed | 2,272,666 | |||||
Amber Road Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets | $ 201,100 | |||||
Cash and cash equivalents | 6,524 | |||||
Accounts receivable | 19,191 | |||||
Prepaid expenses and other current assets | 2,145 | |||||
Property and equipment, net | 3,160 | |||||
Other non-current assets | 1,261 | |||||
Total tangible assets | 32,281 | |||||
Goodwill | 263,317 | |||||
Total assets | 496,698 | |||||
Accounts payable | 2,100 | |||||
Accrued expenses and other liabilities | 6,901 | |||||
Deferred revenue | 29,872 | |||||
Other long-term liabilities | 29,181 | |||||
Total liabilities assumed | 68,054 | |||||
Total assets acquired and liabilities assumed | 428,644 | |||||
Content Library | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets | 50,000 | |||||
Useful lives | 10 years | 10 years | ||||
Content Library | Amber Road Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets | $ 57,000 | |||||
Useful lives | 10 years | |||||
Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets | 300,000 | |||||
Useful lives | 20 years | |||||
Customer Relationships | Amber Road Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets | $ 103,100 | |||||
Useful lives | 12 years | |||||
Technology | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets | $ 370,000 | |||||
Useful lives | 7 years | |||||
Technology | Amber Road Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets | $ 41,000 | |||||
Useful lives | 7 years |
LIQUIDITY AND CAPITAL RESOURC_2
LIQUIDITY AND CAPITAL RESOURCES (Details) - USD ($) | Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 |
Liquidity And Capital Resources [Abstract] | ||||
Cash and cash equivalents | $ 194,717,000 | $ 657,946,000 | $ 19,494,000 | $ 48,873,000 |
Maximum borrowing capacity available under its revolving credit facility | $ 75,000,000 |
RELATED PARTY TRANSACTIONS - (D
RELATED PARTY TRANSACTIONS - (Details) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021USD ($) | Feb. 03, 2021USD ($) | Feb. 29, 2020USD ($)Investor | Feb. 28, 2019USD ($) | |
Related Party Transaction [Line Items] | ||||
Acquisition-related expenses | $ 4,317 | $ 14,348 | $ 26,709 | $ 15,577 |
Amber Term Loan | ||||
Related Party Transaction [Line Items] | ||||
Term loan assumed | $ 36,600 | |||
Amber Road Inc. | ||||
Related Party Transaction [Line Items] | ||||
Number of investor | Investor | 2 | |||
Amber Road Inc. | Insight | ||||
Related Party Transaction [Line Items] | ||||
Acquisition-related expenses | $ 5,300 | |||
Amber Road Inc. | Insight | Amber Term Loan | ||||
Related Party Transaction [Line Items] | ||||
Term loan assumed | $ 36,600 | |||
Amber Road Inc. | Another Member of Syndicate of Private Equity Investors | ||||
Related Party Transaction [Line Items] | ||||
Acquisition-related expenses | $ 3,000 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 | Mar. 01, 2019 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |||
Prepaid software and hardware license and maintenance fees | $ 5,441 | $ 3,346 | |
Deferred commissions | 407 | 3,678 | |
Other prepaid expenses and other current assets | 6,795 | 5,578 | |
Total prepaid expenses and other current assets | $ 12,643 | $ 12,602 | $ 9,182 |
GOODWILL - Schedule of Changes
GOODWILL - Schedule of Changes In Goodwill (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | |
Goodwill [Line Items] | |||
Beginning balance | $ 752,789 | $ 752,756 | $ 482,378 |
Adjusted beginning balance | 2,628,964 | ||
Currency translation adjustment | (318) | 33 | (130) |
Ending balance | $ 2,628,646 | $ 752,789 | 752,756 |
Amber Road Inc. | |||
Goodwill [Line Items] | |||
Acquisitions | 263,317 | ||
Averetek | |||
Goodwill [Line Items] | |||
Acquisitions | $ 7,191 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Feb. 04, 2021 | Feb. 28, 2021 | Feb. 29, 2020 |
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Cost | $ 720,213 | $ 577,181 | |
Definite-lived intangible assets, Accumulated Amortized | (5,286) | (121,437) | |
Definite-lived intangible assets, Net | 714,927 | 455,744 | |
Total intangible assets, Cost | 830,137 | 589,030 | |
Total intangible assets, Net | $ 824,851 | $ 467,593 | |
Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 20 years | 20 years | 12 years 9 months 18 days |
Definite-lived intangible assets, Cost | $ 300,107 | $ 377,160 | |
Definite-lived intangible assets, Accumulated Amortized | (1,248) | (70,159) | |
Definite-lived intangible assets, Net | $ 298,859 | $ 307,001 | |
Technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 6 years | 8 years 6 months | 6 years 6 months |
Definite-lived intangible assets, Cost | $ 370,106 | $ 113,547 | |
Definite-lived intangible assets, Accumulated Amortized | (3,621) | (37,603) | |
Definite-lived intangible assets, Net | $ 366,485 | $ 75,944 | |
Content Library | |||
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 10 years | 10 years | 10 years |
Definite-lived intangible assets, Cost | $ 50,000 | $ 57,000 | |
Definite-lived intangible assets, Accumulated Amortized | (417) | (3,800) | |
Definite-lived intangible assets, Net | $ 49,583 | $ 53,200 | |
Trade Names | |||
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 15 years | ||
Definite-lived intangible assets, Cost | $ 20,555 | ||
Definite-lived intangible assets, Accumulated Amortized | (3,023) | ||
Definite-lived intangible assets, Net | $ 17,532 | ||
Noncompete Agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 4 years 2 months 12 days | ||
Definite-lived intangible assets, Cost | $ 1,919 | ||
Definite-lived intangible assets, Accumulated Amortized | (1,894) | ||
Definite-lived intangible assets, Net | $ 25 | ||
Backlog | |||
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 4 years | ||
Definite-lived intangible assets, Cost | $ 7,000 | ||
Definite-lived intangible assets, Accumulated Amortized | (4,958) | ||
Definite-lived intangible assets, Net | 2,042 | ||
Trademark / Trade name | |||
Finite Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | Indefinite | Indefinite | |
Indefinite-lived intangible assets | $ 109,924 | ||
Trade Names | |||
Finite Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | Indefinite | ||
Indefinite-lived intangible assets | $ 11,849 |
INTANGIBLE ASSETS, NET - Additi
INTANGIBLE ASSETS, NET - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Intangible assets amortization expense | $ 5.3 | $ 50.2 | $ 50.7 | $ 28.4 | |
Weighted-average remaining amortization period, definite-lived intangible assets | 13 years 4 months 24 days |
INTANGIBLE ASSETS, NET - Sche_2
INTANGIBLE ASSETS, NET - Schedule of Future Amortization of Intangibles (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2022 | $ 63,547 | |
2023 | 63,547 | |
2024 | 63,547 | |
2025 | 63,547 | |
2026 | 63,547 | |
Thereafter | 397,192 | |
Definite-lived intangible assets, Net | $ 714,927 | $ 455,744 |
PROPERTY AND EQUIPMENT, NET- Sc
PROPERTY AND EQUIPMENT, NET- Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 45,398 | $ 46,325 |
Less accumulated depreciation and amortization | (1,200) | (21,093) |
Property and equipment, net | 44,198 | 25,232 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 14,707 | 19,962 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 21,141 | 11,063 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 1,828 | 5,592 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 7,722 | $ 9,708 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 1.1 | $ 13.1 | $ 9.7 | $ 5.9 |
PROPERTY AND EQUIPMENT, NET- _2
PROPERTY AND EQUIPMENT, NET- Schedule of Property and Equipment, Net by Geographic Regions (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | $ 44,198 | $ 25,232 |
Americans | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | 41,338 | 22,591 |
Europe | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | 1,664 | 1,593 |
Asia Pacific | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | $ 1,196 | $ 1,048 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 34,298 | $ 25,011 |
Accrued severance and retention | 349 | 2,613 |
Trade accounts payable | 17,858 | 13,508 |
Accrued professional services | 2,938 | 3,168 |
Restructuring liability | 1,639 | 1,117 |
Taxes payable | 1,892 | 1,404 |
Interest payable | 1,293 | 309 |
Other | 9,966 | 11,321 |
Total accounts payable and accrued liabilities | $ 70,233 | $ 58,451 |
TAX RECEIVABLE AGREEMENT (Detai
TAX RECEIVABLE AGREEMENT (Details) $ in Thousands | 12 Months Ended |
Feb. 28, 2021USD ($) | |
Tax Receivable Agreement [Line Items] | |
Tax savings rate | 24.10% |
Business combination tax receivable agreement retain tax benefit remaining of cash saving | 15.00% |
Tax receivable agreement payable | $ 49,892 |
Imputed interest rate | 7.00% |
Tax receivable agreement liability | $ 50,114 |
Increase in additional interest expense | 200 |
Estimate of early termination payment | $ 129,300 |
Class B Common Stock | |
Tax Receivable Agreement [Line Items] | |
Tax savings rate | 85.00% |
NOTES PAYABLE AND CAPITAL LEA_3
NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS - Schedule of Notes Payable and Capital Lease Obligations Outstanding (Details) - Notes Payable and Capital lease obligations - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Debt Instrument [Line Items] | ||
Total notes payable and capital lease obligations | $ 537,103 | $ 972,205 |
Less unamortized debt issuance costs | (18,483) | (20,497) |
Total notes payable and capital lease obligations, net | 518,620 | 951,708 |
Less current portion | (9,232) | (64,902) |
Notes payable and capital lease obligations, less current portion, net | 509,388 | 886,806 |
Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable and capital lease obligations | 688 | 376 |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Total notes payable and capital lease obligations | 11,415 | 6,057 |
2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Total notes payable and capital lease obligations | $ 525,000 | |
Term Loan Due 2024 | ||
Debt Instrument [Line Items] | ||
Total notes payable and capital lease obligations | 914,184 | |
Amber Term Loan | ||
Debt Instrument [Line Items] | ||
Total notes payable and capital lease obligations | 36,588 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total notes payable and capital lease obligations | $ 15,000 |
NOTES PAYABLE AND CAPITAL LEA_4
NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS - Additional Information (Details) - USD ($) | Feb. 04, 2021 | Feb. 28, 2021 | Jul. 31, 2020 | Jul. 31, 2019 | Nov. 30, 2018 | Feb. 03, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 |
Debt Instrument [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | $ 75,000,000 | $ 75,000,000 | |||||||
Line of credit, additional borrowings | $ 441,000,000 | ||||||||
Increase in interest rate | 0.75% | ||||||||
Interest rate | 7.70% | ||||||||
Interest and Debt Expense | 1,500,000 | $ 64,500,000 | $ 64,900,000 | $ 21,500,000 | |||||
Current portion of capital lease obligations | 4,800,000 | 4,800,000 | 3,900,000 | ||||||
Long-term portions of capital lease obligations | 6,600,000 | $ 6,600,000 | 2,200,000 | ||||||
2021 Term Loan and Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of debt instrument premium payment | 1.00% | ||||||||
Minimum excess cash flow amounts for mandatory prepayments | $ 10,000,000 | ||||||||
LIBOR Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 5.75% | ||||||||
Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 4.75% | ||||||||
Term Loan Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, maturity date and year | 2024-11 | ||||||||
Term Loan Due 2024 | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Delayed draw term loans | $ 80,000,000 | ||||||||
2021 Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | 525,000,000 | $ 525,000,000 | $ 525,000,000 | ||||||
Line of credit, frequency of payments | quarterly | ||||||||
Line of credit, installments amount | 1,300,000 | ||||||||
Line of credit facility, mature date | Feb. 4, 2028 | ||||||||
Line of credit, minimum additional borrowing amount | $ 2,000,000 | ||||||||
Interest rate | 3.69% | 3.69% | |||||||
2021 Term Loan and Revolving Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of commitment fee | 0.25% | ||||||||
2021 Term Loan and Revolving Credit Facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of commitment fee | 0.375% | ||||||||
2021 Term Loan and Revolving Credit Facility | LIBOR Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings description | one month interest period plus 1% | ||||||||
2021 Term Loan and Revolving Credit Facility | NYFRB Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 0.50% | ||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | LIBOR Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 0.50% | ||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Base Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 2.25% | ||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Base Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 2.50% | ||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Eurodollar | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 3.25% | ||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Eurodollar | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 3.50% | ||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | LIBOR Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 0.00% | ||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Base Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 1.50% | ||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Base Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 2.00% | ||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Eurodollar | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 2.50% | ||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Eurodollar | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 3.00% | ||||||||
Amber Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount outstanding | $ 36,600,000 | ||||||||
Interest rate description | variable interest rate of prime less 1% | ||||||||
Debt instrument, variable interest rate | 3.25% | ||||||||
Debt instrument premium or penalties | $ 0 | ||||||||
Term Loan and Revolving Credit Facility Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | 400,000,000 | ||||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | $ 75,000,000 | $ 0 | $ 30,000,000 | $ 0 | |||||
Line of credit, sublimit | 15,000,000 | ||||||||
Line of credit facility, mature date | Feb. 4, 2026 | ||||||||
Line of credit, minimum additional borrowing amount | $ 2,000,000 | ||||||||
Increase in interest rate | 0.75% | ||||||||
Interest rate | 7.70% | ||||||||
Revolving Credit Facility | LIBOR Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 5.75% | ||||||||
Revolving Credit Facility | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate applicable to borrowings | 4.75% |
NOTES PAYABLE AND CAPITAL LEA_5
NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS - Schedule of Future Principal Payment Obligations of Company's Notes Payable (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Debt Instrument [Line Items] | ||
2022 | $ 9,696 | |
2023 | 9,094 | |
2024 | 7,750 | |
2025 | 5,250 | |
2026 | 5,250 | |
Thereafter | 500,063 | |
Less current portion | (9,232) | $ (64,902) |
Notes payable and capital lease obligations, less current portion | 527,871 | |
Notes Payable and Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Total minimum payments | $ 537,103 | $ 972,205 |
CONTINGENT CONSIDERATION - Addi
CONTINGENT CONSIDERATION - Additional Information (Details) | Feb. 28, 2021USD ($)shares | Oct. 14, 2020USD ($)shares | Feb. 29, 2020USD ($) | Feb. 28, 2021USD ($)shares | Feb. 28, 2021USD ($)Tranche$ / sharesshares | Feb. 04, 2021USD ($) |
Business Acquisition Contingent Consideration [Line Items] | ||||||
Contingent consideration liability, fair value | $ 129,400,000 | $ 129,400,000 | $ 129,400,000 | $ 158,600,000 | ||
Contingent consideration liability remeasured gain | $ 29,200,000 | |||||
Contingent consideration liability number of tranche | Tranche | 2 | |||||
Dividends | $ 0 | |||||
Fair value of contingent consideration, current | 2,000,000 | $ 3,100,000 | 2,000,000 | 2,000,000 | ||
Gain from change in fair value of contingent consideration | (33,740,000) | |||||
Cloud Logistics and Averetek | ||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||
Business combination deferred consideration transferred | 1,100,000 | |||||
Fair value of contingent consideration, current | 2,000,000 | 2,000,000 | 2,000,000 | |||
Gain from change in fair value of contingent consideration | 0 | $ 0 | ||||
Cloud Logistics and Averetek | Maximum | ||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||
Business combination, consideration transferred | 2,000,000 | |||||
Sponsor Side Letter Agreement | ||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||
Contingent consideration liability, fair value | $ 21,400,000 | $ 26,000,000 | $ 21,400,000 | 21,400,000 | ||
Contingent consideration liability remeasured gain | $ 4,600,000 | |||||
Restricted sponsor shares maximum period for conversion | 10 years | |||||
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 | shares | 8,120,367 | 8,120,367 | 8,120,367 | |||
Common stock, terms of conversion, description | The Series B-1 common stock automatically converts into the Company’s Class A Common Stock on a one-to-one basis | |||||
Number of days volume-weighted average price | 5 days | |||||
Common stock conversion price | $ / shares | $ 13.50 | |||||
Share price per share shall be decreased if dividends paid to class A common stock | $ / shares | $ 13.50 | |||||
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] | ||||||
Number of share issued | shares | 2,500,000 | |||||
Series B-2 Common Stock | ||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||
Common stock, shares outstanding | shares | 3,372,184 | 3,372,184 | 3,372,184 | |||
Common stock, terms of conversion, description | The Series B-2 common stock automatically converts into the Company’s Class A Common Stock on a one-to-one basis | |||||
Number of days volume-weighted average price | 20 days | |||||
Common stock conversion price | $ / shares | $ 15 | |||||
Share price per share shall be decreased if dividends paid to class A common stock | $ / shares | $ 15 | |||||
Class B Common Stock | ||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||
Dividends | $ 0 | |||||
Class B Common Stock | Sponsor Side Letter Agreement | CC Neuberger Principal Holdings I Sponsor LLC and Independent Directors | ||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||
Number of share converted | shares | 2,500,000 | |||||
Series 1 RCUs | ||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||
Number of days volume-weighted average price | 5 days | |||||
Common stock conversion price | $ / shares | $ 13.50 | |||||
Share price per share shall be decreased if dividends paid to class A common stock | $ / shares | $ 13.50 | |||||
Series 2 RCUs | ||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||
Number of days volume-weighted average price | 20 days | |||||
Common stock conversion price | $ / shares | $ 15 | |||||
Share price per share shall be decreased if dividends paid to class A common stock | $ / shares | $ 15 |
FAIR VALUE MEASUREMENT - Summar
FAIR VALUE MEASUREMENT - Summary of Investments (Details) - Asset-backed Securities - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Marketable Securities [Line Items] | ||
Cost | $ 162 | $ 162 |
Gross Unrealized Gains | 62 | 17 |
Fair Value | $ 224 | $ 179 |
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 | Feb. 28, 2021 | Feb. 29, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 4 | $ 4 |
Total investments | 224 | 179 |
Total assets | 228 | 183 |
Total liabilities | 221,580 | 2,000 |
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 | 224 | 179 |
Earn Out Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 2,000 | 2,000 |
Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 68,772 | |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 150,808 | |
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 |
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 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 224 | 179 |
Total assets | 224 | 179 |
Fair Value, Inputs, Level 2 | Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 224 | 179 |
Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 221,580 | 2,000 |
Fair Value, Inputs, Level 3 | Earn Out Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 2,000 | $ 2,000 |
Fair Value, Inputs, Level 3 | Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 68,772 | |
Fair Value, Inputs, Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 150,808 |
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 | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Acquisition-related obligations | $ 2,000 | $ 2,000 | $ 3,100 |
Gain from fair value of contingent consideration | (33,740) | ||
Fair Value, Inputs, Level 3 | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning of period | 2,000 | 620 | |
Acquisition-related obligations | 184,548 | 184,548 | 2,000 |
Cash payments | (464) | ||
Gain from fair value of contingent consideration | (33,740) | (146) | |
Foreign exchange | (10) | ||
End of period | $ 152,808 | $ 152,808 | $ 2,000 |
FAIR VALUE MEASUREMENT - Reco_2
FAIR VALUE MEASUREMENT - Reconciliation of Warrant Liability (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Feb. 28, 2021 | Feb. 29, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | $ 620 | |
End of period | $ 152,808 | $ 2,000 |
Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | 91,959 | |
Gain from fair value of warrant liability | (23,187) | |
End of period | $ 68,772 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) - USD ($) $ in Millions | Feb. 04, 2021 | Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 |
Disaggregation Of Revenue [Line Items] | ||||||
Contract with customer asset | $ 13.4 | $ 13.4 | $ 2.4 | |||
Deferred revenue | 90.2 | 90.2 | 144.7 | |||
Deferred revenue, revenue recognized | 135.9 | |||||
Fair value adjustment part of business combination reduced deferred revenue | $ (60.7) | (60.7) | ||||
Other Noncurrent Assets | ||||||
Disaggregation Of Revenue [Line Items] | ||||||
Capitalized sales commissions | $ 1.6 | $ 1.6 | $ 11.8 | |||
Revenue | Geographic Concentration | Americas | ||||||
Disaggregation Of Revenue [Line Items] | ||||||
Concentration risk percentage | 96.00% | 96.00% | 96.00% | 98.00% | ||
Maximum | Sales and Marketing Expense | ||||||
Disaggregation Of Revenue [Line Items] | ||||||
Amortization expense | $ 0.1 | $ 3.9 | $ 2.2 | |||
Subscription Revenue | Minimum | ||||||
Disaggregation Of Revenue [Line Items] | ||||||
Term of customer contracts | 3 years | |||||
Subscription Revenue | Maximum | ||||||
Disaggregation Of Revenue [Line Items] | ||||||
Term of customer contracts | 5 years |
REVENUE - Revenue by Geographic
REVENUE - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 21,365 | $ 308,647 | $ 305,102 | $ 201,207 |
Americas | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 20,403 | 295,923 | 293,751 | 197,245 |
Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 463 | 6,226 | 6,271 | 3,594 |
Asia Pacific | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 499 | $ 6,498 | $ 5,080 | $ 368 |
REVENUE - Additional Informat_2
REVENUE - Additional Information1 (Details) - USD ($) $ in Millions | Feb. 28, 2021 | Feb. 29, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-03-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligation amount | $ 566.8 | |
Revenue remaining performance obligation expected period | 5 years | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-03-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligation amount | $ 555.7 | |
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 | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Restructuring And Related Activities [Abstract] | |||||
Severance | $ 10 | $ 1,971 | $ 7,195 | $ 6,113 | |
Lease exits | 45 | 2,695 | 1,132 | 2,194 | |
Total severance and exit costs | $ 55 | $ 4,666 | $ 4,721 | $ 8,327 | $ 8,307 |
SEVERANCE AND EXIT COSTS - Addi
SEVERANCE AND EXIT COSTS - Additional Information (Details) - USD ($) $ in Millions | Feb. 28, 2021 | Feb. 29, 2020 |
Restructuring Liability | ||
Restructuring Cost And Reserve [Line Items] | ||
Accounts payable and accrued liabilities | $ 1.6 | $ 1.1 |
Restructuring Severance Liability | ||
Restructuring Cost And Reserve [Line Items] | ||
Accounts payable and accrued liabilities | $ 0.3 | $ 2.6 |
SEVERANCE AND EXIT COSTS - Sc_2
SEVERANCE AND EXIT COSTS - Schedule of Changes in Severance and Exit Costs Accruals (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Restructuring And Related Activities [Abstract] | |||||
Beginning of period | $ 3,730 | $ 3,730 | $ 4,509 | ||
Payments | (6,463) | (9,106) | |||
Expenses | $ 55 | $ 4,666 | 4,721 | 8,327 | $ 8,307 |
End of period | $ 1,988 | $ 1,988 | $ 3,730 | $ 4,509 |
WARRANTS - Additional Informati
WARRANTS - Additional Information (Details) | 12 Months Ended |
Feb. 28, 2021$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Warrant exercise price per share | $ / shares | $ 11.50 |
Warrants expiration term | 5 years |
Public Warrant | |
Class Of Warrant Or Right [Line Items] | |
Warrants outstanding | 13,800,000 |
Warrants exercisable date | Apr. 28, 2021 |
Private Placement | |
Class Of Warrant Or Right [Line Items] | |
Warrants outstanding | 10,280,000 |
Forward Purchase Warrants | |
Class Of Warrant Or Right [Line Items] | |
Warrants outstanding | 5,000,000 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) $ / shares in Units, $ in Thousands | 11 Months Ended | 12 Months Ended | |||
Feb. 03, 2021USD ($)shares | Feb. 29, 2020USD ($)shares | Feb. 28, 2019USD ($) | Feb. 28, 2021vote$ / sharesshares | Feb. 04, 2021shares | |
Class Of Stock [Line Items] | |||||
Shares issued price per share | $ / shares | $ 1 | ||||
Proceeds from sale of membership unit | $ | $ 3,501 | $ 63 | $ 85 | ||
Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 2,500,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Common shares, votes per share | vote | 1 | ||||
Common stock, shares issued | 187,051,142 | ||||
Common stock, shares outstanding | 187,051,142 | 187,051,142 | |||
Class V Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 40,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Common shares, votes per share | vote | 1 | ||||
Common stock, shares issued | 35,636,680 | ||||
Common stock, shares outstanding | 35,636,680 | 35,636,680 | |||
Treasury shares | 4,363,320 | ||||
Class A ordinary shares | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 2,500,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Common stock, shares issued | 349,600,000 | 349,000,000 | 187,051,142 | ||
Common stock, shares outstanding | 349,600,000 | 349,000,000 | 187,051,142 | ||
Class A-1 Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 7,200,000 | 6,100,000 | |||
Common stock, shares outstanding | 7,200,000 | 6,100,000 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Changes in Outstanding Stock (Details) - shares | Feb. 28, 2021 | Feb. 04, 2021 |
Class A | ||
Class Of Stock [Line Items] | ||
Common stock, shares outstanding | 187,051,142 | 187,051,142 |
Class V | ||
Class Of Stock [Line Items] | ||
Common stock, shares outstanding | 35,636,680 | 35,636,680 |
Series B-1 | ||
Class Of Stock [Line Items] | ||
Common stock, shares outstanding | 8,120,367 | 8,120,367 |
Series B-2 | ||
Class Of Stock [Line Items] | ||
Common stock, shares outstanding | 3,372,184 | 3,372,184 |
NONCONTROLLING INTERESTS (Detai
NONCONTROLLING INTERESTS (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 04, 2021 | |
Minority Interest [Line Items] | ||
Noncontrolling interest change in number of common units held by participants | 0 | |
Redeemable noncontrolling interest of common units | $ 0 | |
E2open Holdings, LLC | ||
Minority Interest [Line Items] | ||
Noncontrolling interest percentage | 16.00% | 16.00% |
Noncontrolling interest number of common units held by participants | 35,600,000 | |
E2open Holdings, LLC | Class A Common Stock | ||
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 INCOME (L_3
OTHER COMPREHENSIVE INCOME (LOSS) (Details) $ in Millions | 12 Months Ended |
Feb. 28, 2019USD ($) | |
Statement Of Other Comprehensive Income [Abstract] | |
Interest expense, other | $ 2.2 |
OTHER COMPREHENSIVE INCOME (L_4
OTHER COMPREHENSIVE INCOME (LOSS) Accumulated other comprehensive income (loss) in the equity section of the Company Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Statement Of Other Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment | $ 2,388 | $ (925) |
Unrealized gain on investments | 27 | |
Accumulated other comprehensive income (loss) | $ 2,388 | $ (898) |
RETIREMENT PLANS (Details)
RETIREMENT PLANS (Details) - 401 (k) Plan - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||||
Employer matching contribution, percent of match on employee first percent of contribution | 50.00% | ||||
Employer matching contribution, percent of employee first contribution | 6.00% | ||||
Employer matching contributions | $ 2,200,000 | $ 0 | $ 1,800,000 | $ 1,100,000 | |
Expense related to defined contribution plan | $ 200,000 | $ 2,300,000 | $ 2,200,000 | $ 1,200,000 |
SHARE-BASED AND UNIT-BASED CO_3
SHARE-BASED AND UNIT-BASED COMPENSATION - Additional Information (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Nonvested award, cost not yet recognized, period for recognition | 1 year | |||
Compensation expense | $ 0 | $ 0 | $ 0 | |
Aggregate fair value of units vested | 5,200,000 | 6,200,000 | ||
Unrecognized compensation expense | 5,400,000 | |||
Deferred compensation expense | $ 0 | 800,000 | 10,900,000 | |
Accelerated deferred compensation expense | $ 9,500,000 | |||
Unit Options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock converted into cash | 16,100,000 | 26,200,000 | ||
Series B-1 and B-2 Common Stock | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Unit-based compensation | 4,700,000 | |||
Class B Units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock converted into cash | $ 25,900,000 | $ 24,200,000 | ||
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 | |||
2015 Plan | Unit Options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Options available for grant | 0 | 0 | 5,713,000 | |
Expected dividend yield | 0.00% | |||
Options outstanding | 19,855,000 | 22,001,000 | 18,617,000 | |
Weighted-average contractual life of options outstanding | 1 year 1 month 6 days | 1 year 10 months 24 days | 2 years 3 months 18 days | |
Compensation expense | $ 0 | $ 0 | $ 0 | |
Accelerated compensation cost | $ 12,800,000 | |||
2015 Plan | Restricted Equity Plan | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Number of shares authorized to issue | 32,000,000 | |||
Accelerated compensation cost | $ 15,400,000 | |||
Outstanding restricted units | 22,000,000 | 22,000,000 | ||
Shares available for grant | 0 | |||
2015 Plan | Restricted Equity Plan | Time-Based Units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Vesting percentage | 25.00% | |||
Vesting period | 4 years | |||
2015 Plan | Unit Options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Options available for grant | 2,700,000 | |||
Expected dividend yield | 0.00% | |||
Expected dividend payments | $ 0 | |||
Number of shares authorized to issue | 46,000,000 | |||
Options outstanding | 19,900,000 | 22,000,000 | ||
Weighted-average grant date fair value per unit of options granted | $ 0.45 | |||
Unrecognized compensation cost | $ 2,400,000 | |||
Nonvested award, cost not yet recognized, period for recognition | 1 year 1 month 6 days | |||
Weighted-average contractual life of options outstanding | 6 years 8 months 12 days | |||
Weighted-average contractual life of options exercisable | 6 years 4 months 24 days |
SHARE-BASED AND UNIT-BASED CO_4
SHARE-BASED AND UNIT-BASED COMPENSATION - Summary of Estimated Grant-Date Fair Values Assumptions (Details) - 2015 Plan - Unit Options | 12 Months Ended |
Feb. 29, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Expected term (in years) | 6 years |
Expected equity price volatility, minimum | 23.00% |
Expected equity price volatility, maximum | 55.00% |
Risk-free interest rate, minimum | 1.90% |
Risk-free interest rate, maximum | 2.80% |
Expected dividend yield | 0.00% |
SHARE-BASED AND UNIT-BASED CO_5
SHARE-BASED AND UNIT-BASED COMPENSATION - Summary of Unit Option Plan (Details) - 2015 Plan - Unit Options - $ / shares | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Number of Units, Beginning balance | 19,855,000 | 22,001,000 | 18,617,000 | |
Number of Units, Granted | 0 | 0 | 5,713,000 | |
Number of Units, Exercised | (1,425,000) | (37,000) | ||
Number of Units, Canceled and forfeited | (721,000) | (2,292,000) | ||
Number of Units, Ending balance | 19,855,000 | 22,001,000 | 18,617,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Weighted Average Exercise Price Per Unit, Beginning balance | $ 1.51 | $ 1.51 | $ 1.34 | |
Weighted Average Exercise Price Per Unit, Granted | 2.04 | |||
Weighted Average Exercise Price Per Unit, Exercised | 1.45 | 1.61 | ||
Weighted Average Exercise Price Per Unit, Canceled and forfeited | 1.65 | 1.51 | ||
Weighted Average Exercise Price Per Unit, Ending balance | $ 1.51 | $ 1.51 | $ 1.34 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted Average Term (in years) | 1 year 1 month 6 days | 1 year 10 months 24 days | 2 years 3 months 18 days |
SHARE-BASED AND UNIT-BASED CO_6
SHARE-BASED AND UNIT-BASED COMPENSATION - Schedule of Restricted Equity Plan (Details) - 2015 Plan - Restricted Equity Plan - $ / shares shares in Thousands | 11 Months Ended | 12 Months Ended | |
Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Number of Units, Awards not vested, Beginning balance | 8,955 | 12,651 | |
Number of Units, Granted | 500 | ||
Number of Units, Released | (3,523) | (4,196) | |
Number of Units, Awards not vested, Ending balance | 5,432 | 8,955 | 12,651 |
Weighted Average Grant Date Fair Value Per Unit, Beginning balance | $ 1.40 | $ 1.41 | |
Weighted Average Grant Date Fair Value Per Unit, Granted | 1.65 | ||
Weighted Average Grant Date Fair Value Per Unit, Released | 1.48 | 1.47 | |
Weighted Average Grant Date Fair Value Per Unit, Ending balance | $ 1.35 | $ 1.40 | $ 1.41 |
Weighted Average Remaining Term (in years) | 3 months 18 days | 1 year 6 months | 2 years 1 month 6 days |
SHARE-BASED AND UNIT-BASED CO_7
SHARE-BASED AND UNIT-BASED COMPENSATION - Schedule of Functional Classification in the Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Cost of revenue | $ 33,000 | $ 7,277 | $ 8,222 | $ 8,166 |
Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Cost of revenue | 3,248 | 396 | 423 | 429 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Cost of revenue | 5,224 | 499 | 151 | 440 |
Sales and Marketing Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Cost of revenue | 5,134 | 659 | 1,316 | 1,033 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Cost of revenue | $ 19,394 | $ 5,723 | $ 6,332 | $ 6,264 |
EARNINGS PER SHARE - Summary of
EARNINGS PER SHARE - Summary of Basic and Diluted Per Share Computations for Net Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Numerator - basic: | ||||
Net income (loss) | $ 12,857 | $ (47,930) | $ (101,370) | $ (30,118) |
Less: Net income attributable to noncontrolling interest | 2,057 | |||
Net income attributable to E2open Parent Holdings, Inc. | 10,800 | (101,370) | ||
Numerator - diluted: | ||||
Net (loss) income | 10,800 | $ (101,370) | ||
Add: Net income and tax effect attributable to noncontrolling interests | 1,561 | |||
Net income attributable to E2open Parent Holdings, Inc. - diluted | $ 12,361 | |||
Numerator - basic: | ||||
Weighted average shares outstanding - basic | 187,051 | |||
Basic | $ 0.06 | |||
Numerator - diluted: | ||||
Weighted average shares outstanding - basic | 187,051 | |||
Weighted average effect of dilutive securities | 35,637 | |||
Weighted average shares outstanding - diluted | 222,688 | |||
Diluted | $ 0.06 |
EARNINGS PER SHARE - Summary _2
EARNINGS PER SHARE - Summary of Weighted Average Potential Common Shares Excluded from Diluted Loss Per Common Shares (Details) | 1 Months Ended |
Feb. 28, 2021shares | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 47,579,804 |
Restricted Sponsor Shares Related To Series B-1 Common Stock | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 2,500,000 |
Series B-1 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 5,620,367 |
Series B-2 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 3,372,184 |
Shares Related To Warrants | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 29,079,972 |
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 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income (Loss) Before Income Tax Benefit (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Domestic | $ 5,284 | $ (62,012) | $ (110,937) | $ (40,627) |
Foreign | 6,961 | 7,401 | 2,296 | 2,264 |
Income (loss) before income tax benefit | $ 12,245 | $ (54,611) | $ (108,641) | $ (38,363) |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Tax benefit (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Current: | ||||
Federal | $ (376) | $ (273) | $ (125) | $ 7,631 |
State | (62) | (170) | 31 | (34) |
Foreign | (578) | (1,214) | (1,265) | (1,860) |
Total current | (1,016) | (1,657) | (1,359) | 5,737 |
Deferred: | ||||
Federal | 1,382 | (1,258) | 6,850 | 505 |
State | 303 | 10,117 | 1,666 | 1,728 |
Foreign | (57) | (521) | 114 | 275 |
Total deferred | 1,628 | 8,338 | 8,630 | 2,508 |
Total income tax benefit | $ 612 | $ 6,681 | $ 7,271 | $ 8,245 |
INCOME TAXES - Schedule of In_2
INCOME TAXES - Schedule of Income Tax Provision Differs from US Federal Income Tax (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Income Tax Disclosure [Abstract] | ||||
U.S. federal tax (expense) benefit at statutory rate | $ (2,572) | $ 11,461 | $ 22,815 | $ 8,056 |
State tax, net of federal benefit | 835 | 14,915 | 1,713 | 1,637 |
Foreign rate differential | (346) | (216) | (670) | (1,110) |
Effect of foreign operations | (139) | (481) | ||
Tax credit carryforwards | 16 | 119 | 91 | 73 |
Acquisition related adjustment | (8) | (1) | ||
Earnings taxes at affiliate | (783) | (9,494) | (15,961) | (6,914) |
Global intangible low-taxes income inclusion | (126) | (1,708) | (197) | (563) |
Nonqualified stock options | 270 | |||
Change in fair value of contingent consideration | 6,526 | |||
Change in fair value of warrant liability | 4,869 | |||
Net impact of foreign operations (net of noncontrolling interest) on partnership outside basis) | 1,381 | |||
Compensation deducted for book in post-acquisition period and deducted for tax in pre-acquisition period | (6,091) | |||
Uncertain tax positions | (5) | (387) | 23 | 8,017 |
Other | 200 | (39) | 1,074 | (104) |
Change in valuation allowance | (3,423) | (7,489) | (1,609) | (846) |
Total income tax benefit | $ 612 | $ 6,681 | $ 7,271 | $ 8,245 |
INCOME TAXES -Temporary Differe
INCOME TAXES -Temporary Differences of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 80,171 | $ 78,738 |
Tax credits | 1,803 | 1,575 |
Property and equipment | 324 | 796 |
Disallowed interest carryforward | 18,398 | |
Other deferred tax asset | 3,772 | 4,010 |
Accruals and reserves | 2,039 | 1,416 |
Deferred revenue | 150 | 2,018 |
Total deferred tax assets | 106,657 | 88,553 |
Deferred tax liabilities: | ||
Intangibles | 50,528 | 100,020 |
Investment in partnership | 419,577 | |
Other deferred tax liability | 5,322 | 754 |
Total deferred tax liabilities | 475,427 | 100,774 |
Valuation allowance | (27,030) | (22,855) |
Net deferred tax liabilities | $ (395,800) | $ (35,076) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Income Tax Disclosure [Line Items] | ||
Increase (decrease) in valuation allowance | $ 4.1 | |
Net deferred tax expense | 9.7 | |
Gross unrecognized tax benefits | 2.7 | $ 1.5 |
Unrecognized tax benefits, net | 0.6 | |
Unrecognized tax benefits, gross interest and penalties accrued | 0.3 | $ 0.2 |
Research and Development Credits | ||
Income Tax Disclosure [Line Items] | ||
Tax credits | 5.3 | |
Foreign Tax Credits | ||
Income Tax Disclosure [Line Items] | ||
Tax credits | 1.1 | |
Federal | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 478.2 | |
Operating loss carryforwards expiration beginning year | 2022 | |
Tax credit carryforwards expiration beginning year | 2028 | |
NOL expire amount | $ 161.5 | |
Federal | Research and Development Credits | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | 5.3 | |
NOL expire amount | 3.4 | |
Federal | Foreign Tax Credits | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | 1.1 | |
NOL expire amount | 0.9 | |
State | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | 123.3 | |
Foreign | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 23.9 | |
Operating loss carryforwards expiration beginning year | 2022 | |
Acquisitions | ||
Income Tax Disclosure [Line Items] | ||
Increase (decrease) in valuation allowance | $ (5.6) |
INCOME TAXES - Schedule of Reco
INCOME TAXES - Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Income Tax Disclosure [Abstract] | ||
Beginning of period | $ 1,535 | $ 1,570 |
Prior year tax positions | 1,223 | |
Prior year tax positions | (70) | (12) |
Prior year tax positions due to statute lapse | (23) | |
End of period | $ 2,688 | $ 1,535 |
COMMITMENTS & CONTINGENCIES - A
COMMITMENTS & CONTINGENCIES - Additional Information (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Other Commitments [Line Items] | |||||
Deferred compensation expense | $ 0 | $ 800,000 | $ 10,900,000 | ||
Unrecognized compensation expense | 5,400,000 | ||||
Operating lease expiration date | 2027-08 | ||||
Rent expense | 600,000 | 7,200,000 | 8,400,000 | $ 4,400,000 | |
Lease deposit | 2,900,000 | $ 2,900,000 | 3,300,000 | ||
Amber Road | |||||
Other Commitments [Line Items] | |||||
Deferred compensation expense | 0 | $ 800,000 | 10,900,000 | ||
Accelerated deferred compensation expense | 9,500,000 | ||||
Accrued expense | 0 | 0 | $ 800,000 | ||
Unrecognized compensation expense | $ 1,000,000 | $ 1,000,000 | |||
Amber Road | Maximum | |||||
Other Commitments [Line Items] | |||||
Vesting period | 4 years |
COMMITMENTS & CONTINGENCIES - S
COMMITMENTS & CONTINGENCIES - Schedule of Future Minimum Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Feb. 28, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2022 | $ 8,507 |
2023 | 6,540 |
2024 | 5,555 |
2025 | 4,204 |
2026 | 3,218 |
Thereafter | 5,434 |
Total minimum lease payments | $ 33,458 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - $ / shares | Mar. 05, 2021 | Mar. 01, 2021 | Feb. 28, 2021 |
Private Placement | |||
Subsequent Event [Line Items] | |||
Warrants outstanding | 10,280,000 | ||
Forward Purchase Warrants | |||
Subsequent Event [Line Items] | |||
Warrants outstanding | 5,000,000 | ||
Subsequent Event | Class A ordinary shares | |||
Subsequent Event [Line Items] | |||
Business combination related to common stock authorized | 215,045,300 | ||
Warrants outstanding | 15,280,000 | ||
Subsequent Event | Warrants | |||
Subsequent Event [Line Items] | |||
Warrants outstanding | 15,280,000 | ||
Subsequent Event | Private Placement | |||
Subsequent Event [Line Items] | |||
Warrants outstanding | 10,280,000 | ||
Subsequent Event | Forward Purchase Warrants | |||
Subsequent Event [Line Items] | |||
Warrants outstanding | 5,000,000 | ||
Subsequent Event | Executive Officer | |||
Subsequent Event [Line Items] | |||
Options available for grant | 2,380,902 | ||
Exercise price | $ 9.77 | ||
Subsequent Event | Senior Management | |||
Subsequent Event [Line Items] | |||
Options available for grant | 202,418 | ||
Exercise price | $ 10.86 | ||
Organic growth target | 1 year | ||
Options vesting | 3 years |
SCHEDULE II _ VALUATION AND Q_2
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Allowance for Doubtful Accounts | ||||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||||
Balance | $ 1,012 | $ 1,945 | $ 1,631 | $ 101 |
Additions Charged to Operations | 308 | 13,469 | 2,622 | 4,424 |
Net Deductions | 412 | 14,402 | 2,308 | 2,894 |
Balance | 908 | 1,012 | 1,945 | 1,631 |
Deferred Tax Asset Valuation Allowance | ||||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||||
Balance | 30,345 | 22,855 | 16,705 | 15,304 |
Additions Charged to Operations | 3,581 | 13,063 | 3,076 | 1,519 |
Additions Charged to Goodwill | 4,283 | 428 | ||
Net Deductions | 6,896 | 5,573 | 1,209 | 546 |
Balance | $ 27,030 | $ 30,345 | $ 22,855 | $ 16,705 |