Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 31, 2021 | Jul. 12, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | May 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | E2open Parent Holdings, Inc. | |
Entity Central Index Key | 0001800347 | |
Entity File Number | 001-39272 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1874570 | |
Entity Address, Address Line One | 9600 Great Hills Trail | |
Entity Address, Address Line Two | Suite 300E | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78759 | |
City Area Code | 866 | |
Local Phone Number | 432-6736 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 195,304,737 | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ETWO | |
Security Exchange Name | NYSE | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Class A Common Stock at an exercise price of $11.50 | |
Trading Symbol | ETWO-WT | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2021 | Feb. 28, 2021 |
Assets | ||
Cash and cash equivalents | $ 220,748 | $ 194,717 |
Restricted cash | 11,815 | 12,825 |
Accounts receivable - net of allowance of $514 and $908, respectively | 60,641 | 112,657 |
Prepaid expenses and other current assets | 12,091 | 12,643 |
Total current assets | 305,295 | 332,842 |
Long-term investments | 226 | 224 |
Goodwill | 2,630,941 | 2,628,646 |
Intangible assets, net | 809,875 | 824,851 |
Property and equipment, net | 47,045 | 44,198 |
Operating lease right-of-use assets | 21,048 | |
Other noncurrent assets | 8,654 | 7,416 |
Total assets | 3,823,084 | 3,838,177 |
Liabilities and Stockholders' Equity | ||
Accounts payable and accrued liabilities | 56,163 | 70,233 |
Incentive program payable | 11,815 | 12,825 |
Deferred revenue | 98,299 | 89,691 |
Acquisition-related obligations | 2,000 | 2,000 |
Current portion of notes payable | 4,110 | 4,405 |
Current portion of operating lease obligations | 5,064 | |
Current portion of financing lease obligations | 3,961 | 4,827 |
Total current liabilities | 181,412 | 183,981 |
Long-term deferred revenue | 1,484 | 482 |
Operating lease obligations | 16,551 | |
Financing lease obligations | 5,691 | 6,588 |
Notes payable | 503,266 | 502,800 |
Tax receivable agreement liability | 52,614 | 50,114 |
Warrant liability | 128,715 | 68,772 |
Contingent consideration | 224,068 | 150,808 |
Deferred taxes | 396,735 | 396,217 |
Other noncurrent liabilities | 1,027 | 1,057 |
Total liabilities | 1,511,563 | 1,360,819 |
Commitments and Contingencies (Note 22) | ||
Stockholders' Equity | ||
Additional paid-in capital | 2,073,249 | 2,071,206 |
Accumulated other comprehensive income | 3,863 | 2,388 |
(Accumulated deficit) retained earnings | (131,458) | 10,800 |
Total E2open Parent Holdings, Inc. equity | 1,945,673 | 2,084,413 |
Noncontrolling interest | 365,848 | 392,945 |
Total stockholders' equity | 2,311,521 | 2,477,358 |
Total liabilities and stockholders' equity | 3,823,084 | 3,838,177 |
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 May 31, 2021 and February 28, 2021 | $ 19 | $ 19 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | May 31, 2021 | Feb. 28, 2021 |
Accounts receivable, allowance | $ 514 | $ 908 |
Class A ordinary shares | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 187,051,142 | 187,051,142 |
Common stock, shares outstanding | 187,051,142 | 187,051,142 |
Class V common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 35,636,680 | 35,636,680 |
Common stock, shares outstanding | 35,636,680 | 35,636,680 |
Series B-1 common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 9,000,000 | 9,000,000 |
Common stock, shares issued | 8,120,367 | 8,120,367 |
Common stock, shares outstanding | 8,120,367 | 8,120,367 |
Series B-2 common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,000,000 | 4,000,000 |
Common stock, shares issued | 3,372,184 | 3,372,184 |
Common stock, shares outstanding | 3,372,184 | 3,372,184 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Revenue | ||
Total revenue | $ 66,327,000 | $ 83,124,000 |
Cost of Revenue | ||
Amortization of acquired intangible assets | 11,511,000 | 5,561,000 |
Total cost of revenue | 38,159,000 | 30,794,000 |
Gross Profit | 28,168,000 | 52,330,000 |
Operating Expenses | ||
Research and development | 15,701,000 | 14,631,000 |
Sales and marketing | 12,514,000 | 12,310,000 |
General and administrative | 13,717,000 | 9,764,000 |
Acquisition-related expenses | 9,778,000 | 3,368,000 |
Amortization of acquired intangible assets | 3,830,000 | 8,467,000 |
Total operating expenses | 55,540,000 | 48,540,000 |
(Loss) income from operations | (27,372,000) | 3,790,000 |
Other (expense) income | ||
Interest and other expense, net | (4,903,000) | (19,372,000) |
Change in tax receivable agreement liability | (2,499,000) | |
Loss from change in fair value of contingent consideration | (73,260,000) | 0 |
Total other expenses | (140,605,000) | (19,372,000) |
Loss before income tax benefit | (167,977,000) | (15,582,000) |
Income tax expense | (1,378,000) | (8,170,000) |
Net loss | (169,355,000) | (23,752,000) |
Less: Net loss attributable to noncontrolling interest | (27,097,000) | |
Net loss attributable to E2open Parent Holdings, Inc. | $ (142,258,000) | |
Net loss attributable to E2open Parent Holdings, Inc. common shareholders per share: | ||
Basic | $ (0.76) | |
Diluted | $ (0.76) | |
Warrants | ||
Other (expense) income | ||
Loss from change in fair value of warrant liability | $ (59,943,000) | |
Subscriptions | ||
Revenue | ||
Total revenue | 51,034,000 | 69,604,000 |
Cost of Revenue | ||
Cost of Revenue | 16,508,000 | 14,138,000 |
Professional Services | ||
Revenue | ||
Total revenue | 15,293,000 | 13,520,000 |
Cost of Revenue | ||
Cost of Revenue | $ 10,140,000 | $ 11,095,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (169,355) | $ (23,752) |
Other comprehensive income (loss), net: | ||
Net foreign currency translation gain (loss) | 1,475 | (291) |
Total other comprehensive income (loss), net | 1,475 | (291) |
Comprehensive loss | (167,880) | $ (24,043) |
Less: Comprehensive loss attributable to noncontrolling interest | (26,861) | |
Comprehensive loss attributable to E2open Parent Holdings, Inc. | $ (141,019) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Member's Capital | Common Stock | Accumulated Other Comprehensive Income (Loss) | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Parent | Noncontrolling Interest |
Balance at Feb. 29, 2020 | $ 214,592 | $ 433,992 | $ (898) | $ (218,502) | ||||
Investment by member | 1,788 | 1,788 | ||||||
Unit-based compensation | 2,046 | 2,046 | ||||||
Comprehensive income (loss) | (291) | (291) | ||||||
Net loss | (23,752) | (23,752) | ||||||
Balance at May. 31, 2020 | 194,383 | $ 437,826 | (1,189) | (242,254) | ||||
Balance at Feb. 28, 2021 | 2,477,358 | $ 19 | 2,388 | $ 2,071,206 | 10,800 | $ 2,084,413 | $ 392,945 | |
Share-based compensation | 2,043 | 2,043 | 2,043 | |||||
Comprehensive income (loss) | 1,475 | 1,475 | 1,475 | |||||
Net loss | (169,355) | (142,258) | (142,258) | (27,097) | ||||
Balance at May. 31, 2021 | $ 2,311,521 | $ 19 | $ 3,863 | $ 2,073,249 | $ (131,458) | $ 1,945,673 | $ 365,848 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | Feb. 28, 2021 | |
Cash flows from operating activities | |||
Net loss | $ (169,355,000) | $ (23,752,000) | |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Depreciation and amortization | 20,205,000 | 16,978,000 | |
Amortization of deferred commissions | 158,000 | 987,000 | |
Amortization of debt issuance costs | 667,000 | 1,079,000 | |
Amortization of operating lease right-of-use assets | 1,372,000 | ||
Share-based and unit-based compensation | 2,043,000 | 2,046,000 | |
Change in tax receivable agreement liability | 2,499,000 | ||
Loss from change in fair value of contingent consideration | 73,260,000 | 0 | |
(Gain) loss on disposal of property and equipment | (187,000) | 32,000 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 52,016,000 | 62,606,000 | |
Prepaid expenses and other current assets | 552,000 | (167,000) | |
Other noncurrent assets | (1,399,000) | (183,000) | |
Accounts payable and accrued liabilities | (9,234,000) | (8,387,000) | |
Incentive program payable | (1,010,000) | (8,679,000) | |
Deferred revenue | 9,611,000 | (21,234,000) | |
Changes in other liabilities | (1,875,000) | 8,505,000 | |
Net cash provided by operating activities | 39,266,000 | 29,831,000 | |
Cash flows from investing activities | |||
Capital expenditures | (12,385,000) | (3,886,000) | |
Net cash used in investing activities | (12,385,000) | (3,886,000) | |
Cash flows from financing activities | |||
Proceeds from sale of membership units | 1,788,000 | ||
Proceeds from indebtedness | 284,000 | ||
Repayments of indebtedness | (153,000) | (2,253,000) | |
Repayments of financing lease obligations | (546,000) | (421,000) | |
Net cash used in financing activities | (699,000) | (602,000) | |
Effect of exchange rate changes on cash and cash equivalents | (1,161,000) | 120,000 | |
Net increase in cash, cash equivalents and restricted cash | 25,021,000 | 25,463,000 | |
Cash, cash equivalents and restricted cash at beginning of period | 207,542,000 | 48,428,000 | $ 48,428,000 |
Cash, cash equivalents and restricted cash at end of period | 232,563,000 | 73,891,000 | 207,542,000 |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | 220,748,000 | 53,637,000 | 194,717,000 |
Restricted cash | 11,815,000 | 20,254,000 | |
Cash, cash equivalents and restricted cash at end of period | 232,563,000 | 73,891,000 | $ 207,542,000 |
Supplemental Information - Cash Paid for: | |||
Interest | 5,192,000 | 17,408,000 | |
Income taxes | 462,000 | 333,000 | |
Non-Cash Investing and Financing Activities: | |||
Capital expenditures financed under financing lease obligations | 2,643,000 | ||
Capital expenditures included in accounts payable and accrued liabilities | 1,933,000 | $ 78,000 | |
Right-of-use assets obtained in exchange for operating lease obligations | 22,420,000 | ||
Warrants | |||
Adjustments to reconcile net loss to net cash from operating activities: | |||
Loss from change in fair value of warrant liability | $ 59,943,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
May 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Description of Business CC Neuberger Principal Holdings I (CCNB1) was a blank check company incorporated in the Cayman Islands on January 14, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. CCNB1’s sponsor was CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company (Sponsor). CCNB1 became a public company on April 28, 2020 through an initial public offering (IPO). On February 4, 2021 (Closing Date), CCNB1 and E2open Holdings, LLC and its operating subsidiaries (E2open Holdings) completed a business combination (Business Combination) contemplated by the definitive Business Combination Agreement entered into on October 14, 2020 (Business Combination Agreement). In connection with the finalization of the Business Combination, CCNB1 changed its name to “E2open Parent Holdings, Inc.” and changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (Domestication). Immediately following the Domestication, various entities merged with and into E2open, with E2open as the surviving company. Additionally, E2open Holdings became a subsidiary of E2open with the equity interests of E2open Holdings held by E2open and existing owners of E2open Holdings. The existing owners of E2open Holdings are considered noncontrolling interests in the condensed consolidated financial statements. We are headquartered in Austin, Texas. We are a leading provider of 100% cloud-based, end-to-end supply chain management software. Our 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 our solutions, we maintain deep, long-term relationships with our customers across a wide range of end-markets, including technology, consumer, industrial and transportation, among others. 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 unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended May 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending February 28, 2022. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2021 filed with the U.S. Securities and Exchange Commission (SEC) on May 20, 2021 (2021 Form 10-K). Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications Financing lease obligation were previously included in current portion of notes payable and capital lease obligations as well as notes payable and capital lease obligations on the Consolidated Balance Sheets. Beginning March 1, 2021, capital lease obligations became financing lease obligations and were presented separately on the Consolidated Balance Sheets. Additionally, financing leases are no longer presented with notes payable in the notes to the financial statements as all leases are presented together in one note. These reclassifications and changes did not affect our net income, total assets, liabilities, equity or cash flows. 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. |
Accounting Standards
Accounting Standards | 3 Months Ended |
May 31, 2021 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Accounting Standards | 2. Accounting Standards Recently Adopted Accounting Guidance In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842 Leases Leases In October 2018, the FASB issued ASU 2018-17, Consolidated (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities Recent Accounting Guidance Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (ASC 326) 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 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. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criterion are met. The optional expedients and exceptions can be applied to contract modification s 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 our d ebt instruments that may be modified as a result of the reference rate reform. We are c ontinuing to evaluate these standards, as well as the timing of the transition of various rates in our debt instruments affected by reference rate reform. |
Pending Acquisition
Pending Acquisition | 3 Months Ended |
May 31, 2021 | |
Business Combinations [Abstract] | |
Pending Acquisition | 3. Pending Acquisition On May 27, 2021, we entered into a Share Purchase Deed (Purchase Agreement) with BluJay TopCo Limited, a private limited liability company registered in England and Wales (BluJay), and its shareholders (collectively, the BluJay Sellers). Under the Purchase Agreement, we will issue to the BluJay Sellers 72,383,299 shares of Class A Common Stock and pay approximately $456.8 million of cash, subject to adjustments for certain items specified in the Purchase Agreement. The Purchase Agreement follows a typical locked-box mechanism, pursuant to which the purchase price is fixed upfront by reference to the balance sheet position of BluJay as of December 31, 2020, without any purchase price adjustment following the closing. We are also required to pay an additional consideration on a daily basis for the period between December 31, 2020 and the date of the closing at a rate of $63,000 per day. The purchase price will be reduced on a dollar for dollar basis if any value is extracted to or for the benefit of any BluJay Sellers between December 31, 2020, and the date of the closing, which is referred to as leakage, other than for certain narrowly defined permitted leakage items specifically agreed by us and the BluJay Sellers and expressly provided for in the Purchase Agreement. In connection with the Purchase Agreement, we have secured $300 million in private investment in public equity (PIPE) financing from institutional investors to purchase an aggregate of 28,909,022 shares of our Class A Common Stock, a $380 million fully committed incremental term loan to our 2021 Term Loan, as defined below, and an $80 million increase to our 2021 Revolving Credit Facility, defined below. In addition, the letter of credit sublimit will increase from $15.0 million to $30.0 million upon completion of the acquisition. Certain of BluJay’s current shareholders, Francisco Partners and Temasek, will have the right to appoint one director each to our board of directors following the closing of the acquisition, subject to the terms of the Purchase Agreement. Additionally, the Investor Rights Agreement entered into as part of the Business Combination will be amended to extend the Lock-up Period, which is currently from February 4, 2021 through August 4, 2021, for an additional six months. The acquisition was unanimously approved by our and BluJay’s board of directors and is expected to close during the third quarter of calendar year 2021 subject to regulatory approvals, required approval of our shareholders and other customary closing conditions. |
Liquidity and Capital Resources
Liquidity and Capital Resources | 3 Months Ended |
May 31, 2021 | |
Liquidity And Capital Resources [Abstract] | |
Liquidity and Capital Resources | 4. We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital, capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Current working capital needs relate mainly to employee compensation and benefits, as well as interest, debt repayments, capital expenditures, and operating expenses. Our ability to expand and grow our business will depend on many factors, including working capital needs and the evolution of operating cash flows. We had $220.7 million in cash and cash equivalents as of May 31, 2021. We believe our existing cash and cash equivalents, cash provided by operating activities, and, if necessary, the borrowing capacity of up to $75.0 million available under our revolving credit facility (see Note 9, Notes Payable See Note 3, Pending Acquisition In the future, we may enter into arrangements to acquire or invest in complementary businesses. To facilitate these acquisitions or investments, we may seek additional equity or debt financing. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
May 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 5. Intangible Assets, Net Intangible assets, net consisted of the following: Successor May 31, 2021 ($ in thousands) Weighted Average Useful Life Cost Accumulated Amortized Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,998 $ — $ 109,998 Definite-lived: Customer relationships 20.0 300,257 (4,874 ) 295,383 Technology 8.5 370,256 (14,140 ) 356,116 Content library 10.0 50,000 (1,622 ) 48,378 Total definite-lived 720,513 (20,636 ) 699,877 Total intangible assets $ 830,511 $ (20,636 ) $ 809,875 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 Amortization of intangible assets is recorded in cost of revenue and operating expenses in the Condensed Consolidated Statements of Operations. We recorded amortization expense related to intangible assets of $15.3 million and $14.0 million for the three months ended May 31, 2021 and 2020, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
May 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following: Successor ($ in thousands) May 31, 2021 February 28, 2021 Computer equipment $ 19,217 $ 14,707 Software 23,698 21,141 Furniture and fixtures 1,826 1,828 Leasehold improvements 7,936 7,722 Gross property and equipment 52,677 45,398 Less accumulated depreciation and amortization (5,632 ) (1,200 ) Property and equipment, net $ 47,045 $ 44,198 Computer equipment and software include assets held under financing leases. Amortization of assets held under financing leases is included in depreciation expense. See Note 20, Leases Depreciation expense was $4.9 million and $2.9 million for the three months ended May 31, 2021 and 2020, respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
May 31, 2021 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 7. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: Successor ($ in thousands) May 31, 2021 February 28, 2021 Accrued compensation $ 20,834 $ 34,298 Accrued severance and retention 117 349 Trade accounts payable 17,886 17,858 Accrued professional services 3,227 2,938 Restructuring liability 774 1,639 Taxes payable 2,279 1,892 Interest payable 1,556 1,293 Other 9,490 9,966 Total accounts payable and accrued liabilities $ 56,163 $ 70,233 |
Tax Receivable Agreement
Tax Receivable Agreement | 3 Months Ended |
May 31, 2021 | |
Tax Receivable Agreement [Abstract] | |
Tax Receivable Agreement | 8. Tax Receivable Agreement E2open Holdings entered into a Tax Receivable Agreement with selling equity holders of E2open Holdings that requires us to pay 85% of the tax savings that are realized 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 Class A 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. We will retain the benefit of the remaining 15% of these cash savings. Significant inputs and assumptions were used to initially estimate the future expected payments including the timing of the realization of the tax benefits, a tax rate of 24.1% and an imputed interest rate of 7%. Changes in any of these or other factors are expected to impact the timing and amount of gross payments. The fair value of these obligations will be accreted to the amount of the gross expected obligation. In addition, if we were to exercise our right to terminate the Tax Receivable Agreement or certain other acceleration events occur, we will be required to make immediate cash payments. Such cash payments will be equal to the present value of the assumed future realized tax benefits based on a set of assumptions and using an agreed upon discount rate, as defined in the Tax Receivable Agreement. The early termination payment may be made significantly in advance of the actual realization, if any, of those future tax benefits. Such payments will be calculated based on certain assumptions, including that we have sufficient taxable income to utilize the full amount of any tax benefits subject to the Tax Receivable Agreement over the period specified therein. The payments that we will be required to make will generally reduce the amount of overall cash flow that might have otherwise been available, but we expect the cash tax savings we will realize from the utilization of the related tax benefits will exceed the amount of any required payments. Pursuant to Accounting Standards Codification (ASC) Topic 805, Business Combination |
Notes Payable
Notes Payable | 3 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 9. Notes Payable Notes payable outstanding were as follows: Successor ($ in thousands) May 31, 2021 February 28, 2021 2021 Term Loan $ 525,000 $ 525,000 Other notes payable 192 688 Total notes payable 525,192 525,688 Less unamortized debt issuance costs (17,816 ) (18,483 ) Total notes payable, net 507,376 507,205 Less current portion (4,110 ) (4,405 ) Notes payable, less current portion, net $ 503,266 $ 502,800 2021 Term Loan and Revolving Credit Facility On February 4, 2021, E2open, LLC, our subsidiary, 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 Credit Agreement is guaranteed by E2open Intermediate, LLC, our subsidiary, and certain wholly owned subsidiaries of E2open, LLC, as guarantors, and is supported by a security interest in substantially all of the guarantors’ personal property and assets. The Credit Agreement contains certain customary events of default, representations and warranties as well as affirmative and negative covenants. As of May 31, 2021 and February 28, 2021, the 2021 Term Loan had a variable interest rate of 4.00% and 3.69%, respectively, and no outstanding borrowings under the 2021 Revolving Credit Facility. We were in compliance with the First Lien Leverage Ratio for the Credit Agreement as of May 31, 2021 and February 28, 2021. |
Contingent Consideration
Contingent Consideration | 3 Months Ended |
May 31, 2021 | |
Contingent Consideration [Abstract] | |
Contingent Consideration | 10. Contingent Consideration Business Combination The contingent consideration liability is due to the issuance of Series B-1 and B-2 common stock and Series 1 restricted common units (RCUs) and Series 2 RCUs of E2open Holdings as part of the Business Combination. These shares and units were issued on a proportional basis to each holder of Class A shares in CCNB1 and Common Units of E2open Holdings. These restricted shares and Common Units are treated as a contingent consideration liability under ASC Topic 805 and valued at fair market value. The contingent consideration liability was recorded at a fair value on the acquisition date and will be remeasured at each reporting date and adjusted if necessary. Any gain or loss recognized from the remeasurement will be recorded in gain (loss) from the change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations as a nonoperating income (expense) as the change in fair value is not part of our core operating activities. The contingent consideration liability was $192.8 million and $129.4 million as of May 31, 2021 and February 28, 2021, respectively. The fair value remeasurement as of May 31, 2021 resulted in a loss of $63.4 million for the three months ended May 31, 2021. There was no gain or loss for the three months ended May 31, 2020 as the contingent consideration liability was not recorded until February 4, 2021. There are 8,120,367 shares of Series B-1 common stock, including the Sponsor Side Letter shares noted below, as of May 31, 2021. The Series B-1 common stock automatically converts into our 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 our Class A Common Stock is equal to at least $13.50 per share; provided, however, that the reference to $13.50 per share shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the closing of the Business Combination. See Note 23, Subsequent Events There are 3,372,184 shares of Series B-2 common stock outstanding as of May 31, 2021. The Series B-2 common stock automatically converts into our Class A Common Stock on a one-to-one basis upon the occurrence of the first day on which the 20-day VWAP is equal to at least $15.00 per share; provided, however, that the reference to $15.00 per share shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the closing of the Business Combination. There are 4,379,557 shares of Series 1 RCUs outstanding as of May 31, 2021. The Series 1 RCUs will vest and become Common Units of E2open Holdings at such time as the 5-day VWAP of the Class A Common Stock is at least $13.50 per share; however, the $13.50 per share threshold will be decreased by the aggregate amount of dividends per share paid following the closing of the Business Combination. See Note 23, Subsequent Events There are 2,627,724 shares of Series 2 RCUs outstanding as of May 31, 2021. The Series 2 RCUs will vest (a) at such time as the 20-day VWAP of the Class A Common Stock is at least $15.00 per share; however, the $15.00 per share threshold will be decreased by the aggregate amount of dividends per share paid following the closing of the Business Combination; (b) upon the consummation of a qualifying change of control of us or the Sponsor and (c) upon the qualifying liquidation defined in the limited liability company agreement. Upon the conversion of an RCU, the holder of such RCU will be entitled to receive a payment equal to the amount of ordinary distributions paid on an E2open Holdings unit from the Closing Date through (but not including) the date such RCU converts into an E2open Holdings unit. If any of the RCUs do not vest on or before the 10-year anniversary of the Closing Date, such units will be canceled for no consideration, and will not be entitled to receive any Catch-Up Payments. We have not paid any dividends to date and does not expect to in the future. Sponsor Side Letter In connection with the execution of the Business Combination Agreement, the Sponsor, certain investors and CCNB1’s Independent Directors entered into the Sponsor Side Letter Agreement with CCNB1. Under the Sponsor Side Letter Agreement, 2,500,000 Class B ordinary shares of CCNB1 held by the Sponsor and CCNB1’s Independent Directors 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. These restricted shares are treated as a contingent consideration liability under ASC Topic 805 and valued at fair market value. The contingent consideration liability was recorded at a fair value on the acquisition date and will be remeasured at each reporting date and adjusted if necessary. Any gain or loss recognized from the remeasurement will be recorded in gain (loss) from the change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations as a nonoperating income (expense) as the change in fair value is not part of our core operating activities. The contingent consideration liability was $31.3 million and $21.4 million as of May 31, 2021 and February 28, 2021, respectively. The fair value remeasurement as of May 31, 2021 resulted in a loss of $9.9 million for the three months ended May 31, 2021. There was no gain or loss for the three months ended May 31, 2020 as the Sponsor Side Letter was not entered into until February 4, 2021. See Note 23, Subsequent Events Averetek E2open Holdings purchased Averetek, LLC (Averetek) in May 2019. The purchase agreement for Averetek included contingent payments of up to $2.0 million in consideration contingent upon successful attainment of revenue related criteria that extended up to two years subsequent to closing. The earn-out liability was recorded on the acquisition date in acquisition-related obligations on the Condensed Consolidated Balance Sheets and remeasured at each reporting date and adjusted if necessary. At the acquisition date, the fair value of the contingent consideration was $2.0 million. We determined there was no change in fair value of the contingent consideration as of May 31, 2021 and February 28, 2021. The earn-out liability was earned in May 2021 and will be paid in July 2021. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
May 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Fair Value Measurement | 11. Fair Value Measurement Our financial instruments include cash and cash equivalents; investments; accounts receivable, net; accounts payable; acquisition-related obligations; notes payable; and financing lease obligations. Accounts receivable, net; accounts payable; and acquisition-related obligations are stated at their carrying value, which approximates fair value, due to their short maturity. We measure our cash equivalents and investments at fair value, based on an exchange or exit price which represents the amount that would be received for an asset sale or an exit price, or paid to transfer a liability in an orderly transaction between knowledgeable and willing market participants. We estimate the fair value for notes payable and financing lease obligations by discounting the future cash flows of the related note and lease payments. As of May 31, 2021 and February 28, 2021, the fair value of the cash and cash equivalents, restricted cash, notes payable and financing lease obligations approximates their recorded values. The following tables set forth details about our investments: ($ in thousands) Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value May 31, 2021 (Successor) Asset-backed securities $ 162 $ 64 $ — $ 226 February 28, 2021 (Successor) Asset-backed securities $ 162 $ 62 $ — $ 224 Observable inputs are based on market data obtained from independent sources. Unobservable inputs reflect our assessment of the assumptions market participants would use to value certain financial instruments. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Our assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows: Successor May 31, 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 — 226 — 226 Total investments — 226 — 226 Total assets $ 4 $ 226 $ — $ 230 Liabilities: Acquisition-related obligations $ — $ — $ 2,000 $ 2,000 Warrant liability — — 128,715 128,715 Contingent consideration — — 224,068 224,068 Total liabilities $ — $ — $ 354,783 $ 354,783 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: Acquisition-related obligations $ — $ — $ 2,000 $ 2,000 Warrant liability — — 68,772 68,772 Contingent consideration — — 150,808 150,808 Total liabilities $ — $ — $ 221,580 $ 221,580 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 ($ in thousands) May 31, 2021 February 28, 2021 Beginning of period $ 152,808 $ 2,000 Acquisition date fair value of contingent consideration — 184,548 Loss (gain) from fair value of contingent consideration 73,260 (33,740 ) End of period $ 226,068 $ 152,808 The change in the fair value of the earn-out is recorded in acquisition-related expenses while the change in the fair value of the contingent consideration is recorded in gain (loss) from change in fair value of contingent consideration in the Condensed Consolidated Statements of Operations. Our 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, through February 28, 2021 and February 28, 2021 through May 31, 2021 is summarized below: Successor ($ in thousands) May 31, 2021 February 28, 2021 Beginning of period $ 68,772 $ 91,959 Loss (gain) from fair value of warrant liability 59,943 (23,187 ) End of period $ 128,715 $ 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 Condensed Consolidated Statements of Operations. The fair values of our Level 1 financial instruments, which are traded in active markets, are based on quoted market prices for identical instruments. The fair values of our Level 2 financial instruments are based on quoted market prices for comparable instruments or model-driven valuations using observable market data or inputs corroborated by observable market data. Our earn-out liabilities and contingent consideration are valued using a Monte Carlo simulation model. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield and risk-free interest rates. These valuation models Our 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 | 3 Months Ended |
May 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 12. Revenue We generate revenue from the sale of subscriptions and professional services. We recognize 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. We recognize revenue net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Total Revenue by Geographic Locations Revenue by geographic regions consisted of the following: Successor Predecessor Three Months Ended Three Months Ended ($ in thousands) May 31, 2021 May 31, 2020 Americas $ 63,318 $ 80,058 Europe 1,324 1,324 Asia Pacific 1,685 1,742 Total revenue $ 66,327 $ 83,124 Revenues by geography are determined based on the region of our contracting entity, which may be different than the region of the customer. Americas revenue attributed to the United States was 95% and 96% during the three months ended May 31, 2021 and 2020, respectively. No other country represented more than 10% of total revenue during these periods. During the three months ended May 31, 2021, we recorded a $22.5 million reduction to revenue to amortize the deferred revenue fair value adjustment that resulted from the purchase price allocation in the Business Combination. 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 Topic 606, Revenue from Contracts with Customers Contract Assets and Liabilities Contract assets primarily represent contractual receivables recognized for performance obligations that have been satisfied but for which amounts have not been billed. Contract assets were $12.2 million and $13.4 million as of May 31, 2021 and February 28, 2021, respectively. Contract liabilities consist of deferred revenue which includes billings in excess of revenue recognized related to subscription contracts and professional services. Deferred revenue is recognized as revenue when we perform under the contract. Deferred revenue was $99.8 million and $90.2 million as of May 31, 2021 and February 28, 2021, respectively. As of February 4, 2021, a fair value adjustment of $60.7 million was recorded to reduce our deferred revenue to its fair value as part of the Business Combination. As deferred revenue is recognized, any fair value adjustment related to the deferred revenue is also recognized as a reduction to revenue. As of May 31, 2021 and February 28, 2021, the fair value adjustment to reduce deferred revenue as part of the Business Combination was $31.5 million and $54.0 million, respectively. Revenue recognized during the three months ended May 31, 2021, included in deferred revenue on the Condensed Consolidated Balance Sheets as of February 28, 2021, was $26.3 million. Sales Commissions With the adoption of ASC Topic 606 and ASC Topic 340-40, Contracts with Customers |
Severance and Exit Costs
Severance and Exit Costs | 3 Months Ended |
May 31, 2021 | |
Restructuring And Related Activities [Abstract] | |
Severance and Exit Costs | 13. Severance and Exit Costs In connection with acquisitions, we conducted post-acquisition related operational reviews to reallocate resources to strategic areas of the business. The operational reviews resulted in workforce reductions, lease obligations related to properties that were vacated and other expenses. Severance and exit costs included in acquisition-related expenses in the Condensed Consolidated Statements of Operations are as follows: Successor Predecessor Three Months Ended Three Months Ended ($ in thousands) May 31, 2021 May 31, 2020 Severance $ 40 $ 763 Lease exits 322 957 Total severance and exit costs $ 362 $ 1,720 Included in accounts payable and accrued liabilities as of May 31, 2021 and February 28, 2021 is a restructuring liability, primarily consisting of lease related obligations, of $0.8 million and $1.6 million and a restructuring severance liability of $0.1 million and $0.3 million, respectively. We expect these amounts to be substantially paid within the next 12 months. The following table reflects the changes in the severance and exit costs accruals: Successor Predecessor Three Months Ended Three Months Ended ($ in thousands) May 31, 2021 May 31, 2020 Beginning of period $ 1,988 $ 3,730 Payments (879 ) (2,970 ) Impairment of right-of-use assets (580 ) — Expenses 362 1,720 End of period $ 891 $ 2,480 |
Warrants
Warrants | 3 Months Ended |
May 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 14. Warrants As of May 31, 2021 and February 28, 2021, there were an aggregate of 29,079,972 warrants outstanding, which include the public warrants, private placement warrants and forward purchase warrants. Each warrant entitles its holders to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The private placement warrants became exercisable with the Domestication. The forward purchase warrants became exercisable upon effectiveness of our Form S-1 which was initially filed on March 5, 2021 and deemed effective on March 29, 2021. The public warrants became exercisable on April 28, 2021. The public warrants, private placement warrants and forward purchase warrants will expire five years after the Closing Date, or earlier upon redemption or liquidation. Once the warrants become exercisable, we may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. However, the 10,280,000 private placement warrants are nonredeemable so long as they are held by our Sponsor or its permitted transferees. The warrants are recorded as a liability in warrant liability on the Condensed Consolidated Balance Sheets with a balance of $128.7 million and $68.8 million as of May 31, 2021 and February 28, 2021, respectively. During the three months ended May 31, 2021, a loss of $59.9 million was recognized in loss from change in fair value of the warrant liability in the Condensed Consolidated Statements of Operations. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
May 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 15. The following table reflects the changes in our outstanding stock: Class A Class V Series B-1 Series B-2 Balance, February 28, 2021 187,051,142 35,636,680 8,120,367 3,372,184 — — — — Balance, May 31, 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 28, 2021 through May 31, 2021. See Note 23, Subsequent Events 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. During the three months ended May 31, 2020, we received $1.8 million in proceeds from the sale of membership units. |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
May 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 16. Noncontrolling Interests Noncontrolling interest represents the portion of E2open Holdings that we control and consolidate but do not own. As of May 31, 2021 and February 28, 2021, the noncontrolling interests represent 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 limited liability agreement, to require E2open Holdings to redeem all or a portion of the common units held by such participant. At our option, we may satisfy this redemption with cash or by exchanging Class V Common Stock for our Class A Common Stock on a one-for-one basis. As of May 31, 2021 and 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 three months ended May 31, 2021. We follow the guidance issued by the FASB regarding the classification and measurement of redeemable securities. Accordingly, we have determined that the common units meet the requirements to be classified as permanent equity. We did not redeem any common units during the three months ended May 31, 2021. |
Other Comprehensive Income
Other Comprehensive Income | 3 Months Ended |
May 31, 2021 | |
Statement Of Other Comprehensive Income [Abstract] | |
Other Comprehensive Income | 17. Other Comprehensive Income We did not reclass any items to the Condensed Consolidated Statements of Operations from accumulated other comprehensive income during the three months ended May 31, 2021 and 2020. Accumulated other comprehensive income in the equity section of our Condensed Consolidated Balance Sheets includes: Successor Predecessor ($ in thousands) May 31, 2021 February 28, 2021 Foreign currency translation adjustment $ 3,863 $ 2,388 Accumulated other comprehensive income $ 3,863 $ 2,388 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
May 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 18. 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 Three Months Ended (In thousands, except per share data) May 31, 2021 Net loss per share: Numerator - basic: Net loss per share: $ (169,355 ) Less: Net loss attributable to noncontrolling interests (27,097 ) Net loss attributable to E2open Parent Holdings, Inc. - basic $ (142,258 ) Numerator - diluted: Net loss attributable to E2open Parent Holdings, Inc. - basic $ (142,258 ) Add: Net loss and tax effect attributable to noncontrolling interests — Net loss attributable to E2open Parent Holdings, Inc. - diluted $ (142,258 ) Numerator - basic: Weighted average shares outstanding - basic 187,051 Net income per share - basic $ (0.76 ) Numerator - diluted: Weighted average shares outstanding - basic 187,051 Weighted average effect of dilutive securities: Shares related to common units — Weighted average shares outstanding - diluted 187,051 Diluted net income per common share $ (0.76 ) Potential common shares issuable to employee or directors upon exercise or conversion of shares under our share-based compensation plans and upon exercise of warrants are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss available to common stockholders. The following table summarizes the weighted-average potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive: Successor Three Months Ended May 31, 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 Shares related to Common Units 35,636,680 Shares related to options 2,416,628 Shares related to restricted stock 225,532 Units/Shares excluded from the dilution computation 85,858,644 (1) The warrants include the public warrants, private placement warrants and forward purchase warrants. |
Share-Based and Unit-Based Comp
Share-Based and Unit-Based Compensation | 3 Months Ended |
May 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based and Unit-Based Compensation | 19. 2021 Incentive Plan The E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan (2021 Incentive Plan) became effective on the Closing Date with the approval of CCNB1’s shareholders and the board of directors. The 2021 Incentive Plan allows us to make equity and equity-based incentive awards to officers, employees, directors and consultants. There are 15,000,000 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan which can be granted as stock options, restricted stock awards, restricted stock units, performance stock awards, cash awards and other equity-based awards. No award may vest earlier than the first anniversary of the date of grant, expect under limited conditions. The 2021 Incentive Plan replaced the 2015 Plan and 2015 Restricted Plan, as defined below. On March 1, 2021, our board of directors granted 2,380,902 options to our executive officers with an exercise price of $9.77. On May 3, 2021, our Chief Executive Officer, pursuant to the authority delegated to him by our 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 On May 21, 2021, our board of directors authorized the grant of an aggregate of 1,024,055 restricted stock awards (RSU) to certain executives, senior management and employees with a grant date fair value of $12.87 per share. All of these RSUs are performance based and are measured based on obtaining an organic growth target over a one-year three-year On May 21, 2021, the non-employee directors of our board of directors received their annual stock award of an aggregate of 107,472 RSUs which have a one-year As of May 31, 2021, there were 10,341,789 shares of Class A Common Stock available for grant under the 2021 Incentive Plan. Activity under the 2021 Incentive Plan related to options is as follows: Successor Number of Shares (in thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Balance, February 28, 2021 — $ — — Granted 2,583 9.86 Balance, May 31, 2021 2,583 9.86 9.8 As of May 31, 2021, there was $5.7 million of unrecognized compensation cost related to unvested options. Activity under the 2021 Incentive Plan related to RSUs is as follows: Successor Number of Shares (in thousands) Weighted Average Market Value Per Share Weighted Average Remaining Contractual Term (in years) Balance, February 28, 2021 — $ — — Granted 2,075 12.87 Balance, May 31, 2021 2,075 12.87 3.4 As of May 31, 2021, there was $26.4 million of unrecognized compensation cost related to unvested RSUs. The estimated grant-date fair values of the options granted during the three months ended May 31, 2021 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Expected term (in years) 7 Expected equity price volatility 46.12% - 46.25% Risk-free interest rate 1.12% - 1.29% Expected dividend yield 0% Prior to the Business Combination, we 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 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. E2open Holdings was authorized to issue 46.0 million unit options under the 2015 Plan. As of February 3, 2021, outstanding unit options were 19.9 million. 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 29, 2020 22,001 $ 1.51 1.9 Exercised (1,288 ) 1.45 Forfeited (312 ) 1.65 Balance, May 31, 2020 20,401 1.51 1.6 As of February 3, 2021, there was $2.4 million of unrecognized compensation cost which was expected to be recognized over a weighted-average period of 1.1 year. The weighted-average contractual life of options outstanding was 6.7 years and the weighted-average contractual life of options exercisable was 6.4 years as of February 3, 2021. We did not recognize any compensation expense for Exit-Based units for the three months ended May 31, 2020, as these awards were not probable of vesting during these time periods. On January 24, 2021, the board of managers accelerated the vesting of all unvested unit options outstanding under the 2015 Plan as of the completion of the Business Combination on February 4, 2021. Restricted Equity Plan In 2015, E2open Holdings established the 2015 Restricted Equity Plan (2015 Restricted Plan) that was adopted for certain officers eligible to participate in the 2015 Restricted Plan. The units issued under the 2015 Restricted Plan were subject to certain transfer restrictions and were initially deemed unvested. With respect to units issued to certain officers, Class B units either vested 25% annually over a four-year Activity under E2open Holdings’ 2015 Restricted Plan was as follows: Predecessor ($ in thousands) Number of Units (in thousands) Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Term (in years) Balance, February 29, 2020 8,955 $ 1.40 1.5 Released (941 ) 1.48 Balance, May 31, 2020 8,014 1.39 1.0 The aggregate fair value of units vested during the three months ended May 31, 2020 was $1.4 million. Unrecognized compensation expense related to the Class B units was $5.4 million as of the February 3, 2021, which was expected to be recognized over a weighted-average period of approximately one year. E2open Holdings did not recognize any compensation expense for Exit-Based Units for the three months ended May 31, 2020. On January 24, 2021, the board of managers accelerated the vesting of all unvested unit options outstanding under the 2015 Restricted Plan as of the completion of the Business Combination on February 4, 2021. The table below sets forth the functional classification in the Condensed Consolidated Statements of Operations of our equity-based compensation expense: Successor Predecessor Three Months Ended Three Months Ended ($ in thousands) May 31, 2021 May 31, 2020 Cost of revenue $ 200 $ 110 Research and development 323 169 Sales and marketing 282 191 General and administrative 1,238 1,576 Total share-based and unit-based compensation $ 2,043 $ 2,046 |
Leases
Leases | 3 Months Ended |
May 31, 2021 | |
Leases [Abstract] | |
Leases | 20. Effective March 1, 2021, we began accounting for leases in accordance with ASC Topic 842, Leases Leases We made the accounting policy election not to apply the recognition provisions of ASC Topic 842 to short-term leases which are leases with a lease term of 12 months or less. Instead, we will recognize the lease payments for short-term leases on a straight-line basis over the lease term. We currently do not have any short-term leases. Upon adoption of ASC Topic 842, we recognized an operating lease liability of $23.0 million, a ROU operating asset of $22.4 million and no change to retained earnings. The lease liability is calculated based on the remaining minimum rental payments under current leasing standards for existing operating leases and the ROU asset is calculated the same as the lease liability, reduced for a $0.6 million impairment related to an office lease we had exited as of February 28, 2021. We did not include any optional extension periods or cancelations in the valuation. Operating lease liabilities reflect our obligation to make future lease payments for real estate locations. Lease terms are comprised of contractual terms. Payments are discounted using the rate we would pay to borrow amounts equal to the lease payments over the lease term (our incremental borrowing rate). We do not separate lease and non-lease components for contracts in which we are the lessee. ROU assets are measured based on lease liabilities adjusted for incentives and timing differences between operating lease expense and payments, recognized on a straight-line basis over the lease term. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are recognized as incurred. Common area maintenance and other executory costs are the main components of variable lease payments. Operating and variable lease expenses are recorded in general and administrative expense in the Condensed Consolidated Statements of Operations. Real Estate Leases We lease our primary office space under non-cancelable operating leases with various expiration dates through August 2029. Many of our leases have an option to be extended from two to five years, and several of our leases give us the right to cancel early with proper notification. Additionally, we have a sublease on one of our office leases. Several of the operating lease agreements require us to provide security deposits. As of May 31, 2021, and February 28, 2021, lease deposits were $3.0 million and $2.9 million, respectively. The deposits are generally refundable at the expiration of the lease, assuming all obligations under the lease agreement have been met. Deposits are included in prepaid and other current assets and other noncurrent assets in the Condensed Consolidated Balance Sheets. Equipment Leases We purchase equipment under non-cancelable financing lease arrangements related to software and computer equipment and have various expiration dates through August 2024. We have the right to purchase the software and computer equipment anytime during the lease or upon lease completion. Balance Sheet Presentation The following tables presents the amounts and classifications of our estimated ROU assets, net and lease liabilities: Successor ($ in thousands) Balance Sheet Location May 31, 2021 Operating lease right-of-use assets Operating lease right-of-use assets $ 21,048 Finance lease right-of-use asset Property and equipment, net 7,877 Total right-of-use assets $ 28,925 Successor ($ in thousands) Balance Sheet Location May 31, 2021 Operating lease liability - current Current portion of operating lease obligations $ 5,064 Operating lease liability Operating lease obligations 16,551 Finance lease liability - current Current portion of finance lease obligations 3,961 Finance lease liability Finance lease obligations 5,691 Total lease liabilities $ 31,267 Lease Cost and Cash Flows The following table summarizes of our total lease cost: Successor Three Months Ended ($ in thousands) May 31, 2021 Finance lease cost: Amortization of right-of-use asset $ 1,193 Interest on lease liability 130 Finance lease cost 1,323 Operating lease cost: Operating lease cost 1,349 Variable lease cost 801 Sublease income (174 ) Operating net lease cost 1,976 Total net lease cost $ 3,299 We currently do not have any short-term leases. Rent expense for the three months ended May 31, 2020 was $2.2 million which was recognized under ASC Topic 840, Leases Supplemental cash flow information related to leases was as follows: Successor Three Months Ended ($ in thousands) May 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 1,313 The following table presents the weighted-average remaining lease terms and discount rates of our leases: Successor Three Months Ended May 31, 2021 Weighted -average remaining lease term (in years): Finance lease 1.82 Operating lease 5.27 Weighted-average discount rate: Finance lease 9.20 % Operating lease 4.39 % Lease Liability Maturity Analysis The following table reflects the undiscounted future cash flows utilized in the calculation of the lease liabilities as of May 31, 2021: ($ in thousands) Operating Leases Finance Leases June 1, 2021 to February 28, 2022 $ 4,446 $ 4,434 2023 5,226 3,291 2024 4,362 2,483 2025 3,105 20 2026 2,461 — Thereafter 4,661 — Total 24,261 10,228 Less: Present value discount (2,646 ) (576 ) Lease liabilities $ 21,615 $ 9,652 Future minimum lease payments under non-cancelable operating leases as of February 28, 2021, prior to the adoption of the new lease standard discussed in Note 1, Organization and Description of Business ($ 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 |
Income Taxes
Income Taxes | 3 Months Ended |
May 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 21. We calculate the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Our provision for income taxes was $1.4 million for the three months ended May 31, 2021 compared to $8.2 million for the three months ended May 31, 2020. Our effective tax rate was 0.8% for the three months ended May 31, 2021, a decrease of 51.6%, compared to 52.4% for the three months ended May 31, 2020 primarily due to significant nondeductible mark-to-market losses associated with contingent liabilities and certain equity consideration liabilities related to the Business Combination as well as the impact to May 31, 2021 of losses attributable to our noncontrolling interest in our affiliate. As of May 31, 2021 and February 28, 2021, total gross unrecognized tax benefits were $2.7 million. We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of May 31, 2021 and February 28, 2021, the total amount of gross interest and penalties accrued was $0.3 million which is classified as other noncurrent liabilities in the Condensed Consolidated Balance Sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
May 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 22. Commitments and Contingencies From time to time, we are subject to contingencies that arise in the ordinary course of business. We record an accrual for a contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not currently believe the resolution of any such contingencies will have a material adverse effect upon our Consolidated Balance Sheets, Statements of Operations or Statements of Cash Flows. |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent Events As of June 8, 2021, the 5-day VWAP of our Class A Common Stock exceeded $13.50 per share which was the triggering event for the Series B-1 common stock to automatically convert into our Class A Common Stock on a one-to-one basis On July 6, 2021, pursuant to Section 3.5 of the Business Combination Agreement, we issued additional Class A Common Stock and Common Units to various members of management as part of the post-closing adjustment of consideration required as part of the merger transaction. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 3 Months Ended |
May 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [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 unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended May 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending February 28, 2022. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2021 filed with the U.S. Securities and Exchange Commission (SEC) on May 20, 2021 (2021 Form 10-K). |
Use of Estimates | Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Financing lease obligation were previously included in current portion of notes payable and capital lease obligations as well as notes payable and capital lease obligations on the Consolidated Balance Sheets. Beginning March 1, 2021, capital lease obligations became financing lease obligations and were presented separately on the Consolidated Balance Sheets. Additionally, financing leases are no longer presented with notes payable in the notes to the financial statements as all leases are presented together in one note. These reclassifications and changes did not affect our net income, total assets, liabilities, equity or cash flows. |
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. |
Recently Adopted Accounting Guidance and Recent Accounting Guidance Not Yet Adopted | Recently Adopted Accounting Guidance In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842 Leases Leases In October 2018, the FASB issued ASU 2018-17, Consolidated (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities Recent Accounting Guidance Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (ASC 326) 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 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. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criterion are met. The optional expedients and exceptions can be applied to contract modification s 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 our d ebt instruments that may be modified as a result of the reference rate reform. We are c ontinuing to evaluate these standards, as well as the timing of the transition of various rates in our debt instruments affected by reference rate reform. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
May 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: Successor May 31, 2021 ($ in thousands) Weighted Average Useful Life Cost Accumulated Amortized Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,998 $ — $ 109,998 Definite-lived: Customer relationships 20.0 300,257 (4,874 ) 295,383 Technology 8.5 370,256 (14,140 ) 356,116 Content library 10.0 50,000 (1,622 ) 48,378 Total definite-lived 720,513 (20,636 ) 699,877 Total intangible assets $ 830,511 $ (20,636 ) $ 809,875 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 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
May 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: Successor ($ in thousands) May 31, 2021 February 28, 2021 Computer equipment $ 19,217 $ 14,707 Software 23,698 21,141 Furniture and fixtures 1,826 1,828 Leasehold improvements 7,936 7,722 Gross property and equipment 52,677 45,398 Less accumulated depreciation and amortization (5,632 ) (1,200 ) Property and equipment, net $ 47,045 $ 44,198 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
May 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: Successor ($ in thousands) May 31, 2021 February 28, 2021 Accrued compensation $ 20,834 $ 34,298 Accrued severance and retention 117 349 Trade accounts payable 17,886 17,858 Accrued professional services 3,227 2,938 Restructuring liability 774 1,639 Taxes payable 2,279 1,892 Interest payable 1,556 1,293 Other 9,490 9,966 Total accounts payable and accrued liabilities $ 56,163 $ 70,233 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
May 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Outstanding | Notes payable outstanding were as follows: Successor ($ in thousands) May 31, 2021 February 28, 2021 2021 Term Loan $ 525,000 $ 525,000 Other notes payable 192 688 Total notes payable 525,192 525,688 Less unamortized debt issuance costs (17,816 ) (18,483 ) Total notes payable, net 507,376 507,205 Less current portion (4,110 ) (4,405 ) Notes payable, less current portion, net $ 503,266 $ 502,800 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
May 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Investments | The following tables set forth details about our investments: ($ in thousands) Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value May 31, 2021 (Successor) Asset-backed securities $ 162 $ 64 $ — $ 226 February 28, 2021 (Successor) Asset-backed securities $ 162 $ 62 $ — $ 224 |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | Our assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows: Successor May 31, 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 — 226 — 226 Total investments — 226 — 226 Total assets $ 4 $ 226 $ — $ 230 Liabilities: Acquisition-related obligations $ — $ — $ 2,000 $ 2,000 Warrant liability — — 128,715 128,715 Contingent consideration — — 224,068 224,068 Total liabilities $ — $ — $ 354,783 $ 354,783 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: Acquisition-related obligations $ — $ — $ 2,000 $ 2,000 Warrant liability — — 68,772 68,772 Contingent consideration — — 150,808 150,808 Total liabilities $ — $ — $ 221,580 $ 221,580 |
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 ($ in thousands) May 31, 2021 February 28, 2021 Beginning of period $ 152,808 $ 2,000 Acquisition date fair value of contingent consideration — 184,548 Loss (gain) from fair value of contingent consideration 73,260 (33,740 ) End of period $ 226,068 $ 152,808 |
Reconciliation of Warrant Liability | Our 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, through February 28, 2021 and February 28, 2021 through May 31, 2021 is summarized below: Successor ($ in thousands) May 31, 2021 February 28, 2021 Beginning of period $ 68,772 $ 91,959 Loss (gain) from fair value of warrant liability 59,943 (23,187 ) End of period $ 128,715 $ 68,772 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
May 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue by Geographic Region | Revenue by geographic regions consisted of the following: Successor Predecessor Three Months Ended Three Months Ended ($ in thousands) May 31, 2021 May 31, 2020 Americas $ 63,318 $ 80,058 Europe 1,324 1,324 Asia Pacific 1,685 1,742 Total revenue $ 66,327 $ 83,124 |
Severance and Exit Costs (Table
Severance and Exit Costs (Tables) | 3 Months Ended |
May 31, 2021 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Severance and Exit Costs Included in Acquisitions | In connection with acquisitions, we conducted post-acquisition related operational reviews to reallocate resources to strategic areas of the business. The operational reviews resulted in workforce reductions, lease obligations related to properties that were vacated and other expenses. Severance and exit costs included in acquisition-related expenses in the Condensed Consolidated Statements of Operations are as follows: Successor Predecessor Three Months Ended Three Months Ended ($ in thousands) May 31, 2021 May 31, 2020 Severance $ 40 $ 763 Lease exits 322 957 Total severance and exit costs $ 362 $ 1,720 |
Schedule of Changes in Severance and Exit Costs Accruals | The following table reflects the changes in the severance and exit costs accruals: Successor Predecessor Three Months Ended Three Months Ended ($ in thousands) May 31, 2021 May 31, 2020 Beginning of period $ 1,988 $ 3,730 Payments (879 ) (2,970 ) Impairment of right-of-use assets (580 ) — Expenses 362 1,720 End of period $ 891 $ 2,480 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
May 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Schedule of Changes in Outstanding Stock | The following table reflects the changes in our outstanding stock: Class A Class V Series B-1 Series B-2 Balance, February 28, 2021 187,051,142 35,636,680 8,120,367 3,372,184 — — — — Balance, May 31, 2021 187,051,142 35,636,680 8,120,367 3,372,184 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 3 Months Ended |
May 31, 2021 | |
Statement Of Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income in Equity Section of Condensed Consolidated Balance Sheets | Accumulated other comprehensive income in the equity section of our Condensed Consolidated Balance Sheets includes: Successor Predecessor ($ in thousands) May 31, 2021 February 28, 2021 Foreign currency translation adjustment $ 3,863 $ 2,388 Accumulated other comprehensive income $ 3,863 $ 2,388 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
May 31, 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 Three Months Ended (In thousands, except per share data) May 31, 2021 Net loss per share: Numerator - basic: Net loss per share: $ (169,355 ) Less: Net loss attributable to noncontrolling interests (27,097 ) Net loss attributable to E2open Parent Holdings, Inc. - basic $ (142,258 ) Numerator - diluted: Net loss attributable to E2open Parent Holdings, Inc. - basic $ (142,258 ) Add: Net loss and tax effect attributable to noncontrolling interests — Net loss attributable to E2open Parent Holdings, Inc. - diluted $ (142,258 ) Numerator - basic: Weighted average shares outstanding - basic 187,051 Net income per share - basic $ (0.76 ) Numerator - diluted: Weighted average shares outstanding - basic 187,051 Weighted average effect of dilutive securities: Shares related to common units — Weighted average shares outstanding - diluted 187,051 Diluted net income per common share $ (0.76 ) |
Summary of Weighted Average Potential Common Shares Excluded from Diluted Loss Per Common Share | The following table summarizes the weighted-average potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive: Successor Three Months Ended May 31, 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 Shares related to Common Units 35,636,680 Shares related to options 2,416,628 Shares related to restricted stock 225,532 Units/Shares excluded from the dilution computation 85,858,644 |
Share-Based and Unit-Based Co_2
Share-Based and Unit-Based Compensation (Tables) | 3 Months Ended |
May 31, 2021 | |
Summary of Option Plan Activity | 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 29, 2020 22,001 $ 1.51 1.9 Exercised (1,288 ) 1.45 Forfeited (312 ) 1.65 Balance, May 31, 2020 20,401 1.51 1.6 |
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) Balance, February 29, 2020 8,955 $ 1.40 1.5 Released (941 ) 1.48 Balance, May 31, 2020 8,014 1.39 1.0 |
Summary of Estimated Grant-Date Fair Values Assumptions | The estimated grant-date fair values of the options granted during the three months ended May 31, 2021 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Expected term (in years) 7 Expected equity price volatility 46.12% - 46.25% Risk-free interest rate 1.12% - 1.29% Expected dividend yield 0% |
Schedule of Functional Classification in the Condensed Consolidated Statements of Operations | The table below sets forth the functional classification in the Condensed Consolidated Statements of Operations of our equity-based compensation expense: Successor Predecessor Three Months Ended Three Months Ended ($ in thousands) May 31, 2021 May 31, 2020 Cost of revenue $ 200 $ 110 Research and development 323 169 Sales and marketing 282 191 General and administrative 1,238 1,576 Total share-based and unit-based compensation $ 2,043 $ 2,046 |
2021 Incentive Plan | |
Summary of Option Plan Activity | Activity under the 2021 Incentive Plan related to options is as follows: Successor Number of Shares (in thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Balance, February 28, 2021 — $ — — Granted 2,583 9.86 Balance, May 31, 2021 2,583 9.86 9.8 |
Schedule of Restricted Equity Plan | Activity under the 2021 Incentive Plan related to RSUs is as follows: Successor Number of Shares (in thousands) Weighted Average Market Value Per Share Weighted Average Remaining Contractual Term (in years) Balance, February 28, 2021 — $ — — Granted 2,075 12.87 Balance, May 31, 2021 2,075 12.87 3.4 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
May 31, 2021 | |
Leases [Abstract] | |
Classifications of Estimated ROU Assets, Net and Lease Liabilities | The following tables presents the amounts and classifications of our estimated ROU assets, net and lease liabilities: Successor ($ in thousands) Balance Sheet Location May 31, 2021 Operating lease right-of-use assets Operating lease right-of-use assets $ 21,048 Finance lease right-of-use asset Property and equipment, net 7,877 Total right-of-use assets $ 28,925 Successor ($ in thousands) Balance Sheet Location May 31, 2021 Operating lease liability - current Current portion of operating lease obligations $ 5,064 Operating lease liability Operating lease obligations 16,551 Finance lease liability - current Current portion of finance lease obligations 3,961 Finance lease liability Finance lease obligations 5,691 Total lease liabilities $ 31,267 |
Summary of Lease Cost | The following table summarizes of our total lease cost: Successor Three Months Ended ($ in thousands) May 31, 2021 Finance lease cost: Amortization of right-of-use asset $ 1,193 Interest on lease liability 130 Finance lease cost 1,323 Operating lease cost: Operating lease cost 1,349 Variable lease cost 801 Sublease income (174 ) Operating net lease cost 1,976 Total net lease cost $ 3,299 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: Successor Three Months Ended ($ in thousands) May 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 1,313 |
Weighted-average Remaining Lease Terms and Discount Rates of Leases | The following table presents the weighted-average remaining lease terms and discount rates of our leases: Successor Three Months Ended May 31, 2021 Weighted -average remaining lease term (in years): Finance lease 1.82 Operating lease 5.27 Weighted-average discount rate: Finance lease 9.20 % Operating lease 4.39 % |
Undiscounted Future Cash Flows Utilized in Calculation of Lease Liabilities | The following table reflects the undiscounted future cash flows utilized in the calculation of the lease liabilities as of May 31, 2021: ($ in thousands) Operating Leases Finance Leases June 1, 2021 to February 28, 2022 $ 4,446 $ 4,434 2023 5,226 3,291 2024 4,362 2,483 2025 3,105 20 2026 2,461 — Thereafter 4,661 — Total 24,261 10,228 Less: Present value discount (2,646 ) (576 ) Lease liabilities $ 21,615 $ 9,652 |
Schedule of Future Minimum Payments Under Non-cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases as of February 28, 2021, prior to the adoption of the new lease standard discussed in Note 1, Organization and Description of Business ($ 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 |
Accounting Standards - Addition
Accounting Standards - Additional Information (Details) | May 31, 2021 |
Accounting Standards Update 2016-02 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, adoption date | Mar. 1, 2021 |
Change in accounting principle, accounting standards update, early adoption [true false] | true |
Accounting Standards Update 2018-17 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, adoption date | Mar. 1, 2021 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Pending Acquisition - Additiona
Pending Acquisition - Additional Information (Details) - USD ($) | May 27, 2021 | May 31, 2021 | Sep. 30, 2021 | Feb. 04, 2021 |
Business Acquisition [Line Items] | ||||
Purchase agreement description | Certain of BluJay’s current shareholders, Francisco Partners and Temasek, will have the right to appoint one director each to our board of directors following the closing of the acquisition, subject to the terms of the Purchase Agreement. | |||
Investor rights agreement, amendment, description | Additionally, the Investor Rights Agreement entered into as part of the Business Combination will be amended to extend the Lock-up Period, which is currently from February 4, 2021 through August 4, 2021, for an additional six months. | |||
Investor rights agreement, additional lock-up period | 6 months | |||
2021 Revolving Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Line of credit, sublimit | $ 15,000,000 | |||
Purchase Agreement | 2021 Term Loan | ||||
Business Acquisition [Line Items] | ||||
Line of credit facility, additional borrowing amount | $ 380,000,000 | |||
Purchase Agreement | 2021 Revolving Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Line of credit facility, additional borrowing amount | 80,000,000 | |||
Line of credit, sublimit | 15,000,000 | |||
Purchase Agreement | 2021 Revolving Credit Facility | Forecast | ||||
Business Acquisition [Line Items] | ||||
Line of credit, sublimit | $ 30,000,000 | |||
Purchase Agreement | Class A ordinary shares | Pipe Investment | ||||
Business Acquisition [Line Items] | ||||
Proceeds from PIPE financing | $ 300,000,000 | |||
Stock issued during period shares acquisitions | 28,909,022 | |||
Purchase Agreement | BluJay TopCo Limited | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, cash consideration | $ 456,800,000 | |||
Business combination, additional consideration per day for a specified period | $ 63,000 | |||
Purchase Agreement | BluJay TopCo Limited | Class A ordinary shares | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, number of shares issuable | 72,383,299 |
Liquidity and Capital Resourc_2
Liquidity and Capital Resources - Additional Information (Details) - USD ($) | May 31, 2021 | Feb. 28, 2021 | May 31, 2020 |
Liquidity And Capital Resources [Abstract] | |||
Cash and cash equivalents | $ 220,748,000 | $ 194,717,000 | $ 53,637,000 |
Maximum borrowing capacity available under its revolving credit facility | $ 75,000,000 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
May 31, 2021 | Feb. 28, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Cost | $ 720,513 | $ 720,213 |
Definite-lived intangible assets, Accumulated Amortized | (20,636) | (5,286) |
Definite-lived intangible assets, Net | 699,877 | 714,927 |
Total intangible assets, Cost | 830,511 | 830,137 |
Total intangible assets, Net | $ 809,875 | $ 824,851 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 20 years | 20 years |
Definite-lived intangible assets, Cost | $ 300,257 | $ 300,107 |
Definite-lived intangible assets, Accumulated Amortized | (4,874) | (1,248) |
Definite-lived intangible assets, Net | $ 295,383 | $ 298,859 |
Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 8 years 6 months | 8 years 6 months |
Definite-lived intangible assets, Cost | $ 370,256 | $ 370,106 |
Definite-lived intangible assets, Accumulated Amortized | (14,140) | (3,621) |
Definite-lived intangible assets, Net | $ 356,116 | $ 366,485 |
Content Library | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 10 years | 10 years |
Definite-lived intangible assets, Cost | $ 50,000 | $ 50,000 |
Definite-lived intangible assets, Accumulated Amortized | (1,622) | (417) |
Definite-lived intangible assets, Net | $ 48,378 | $ 49,583 |
Trademark / Trade name | ||
Finite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | Indefinite | Indefinite |
Indefinite-lived intangible assets | $ 109,998 | $ 109,924 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Intangible assets amortization expense | $ 15.3 | $ 14 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | May 31, 2021 | Feb. 28, 2021 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 52,677 | $ 45,398 |
Less accumulated depreciation and amortization | (5,632) | (1,200) |
Property and equipment, net | 47,045 | 44,198 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 19,217 | 14,707 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 23,698 | 21,141 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 1,826 | 1,828 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 7,936 | $ 7,722 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 4.9 | $ 2.9 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | May 31, 2021 | Feb. 28, 2021 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 20,834 | $ 34,298 |
Accrued severance and retention | 117 | 349 |
Trade accounts payable | 17,886 | 17,858 |
Accrued professional services | 3,227 | 2,938 |
Restructuring liability | 774 | 1,639 |
Taxes payable | 2,279 | 1,892 |
Interest payable | 1,556 | 1,293 |
Other | 9,490 | 9,966 |
Total accounts payable and accrued liabilities | $ 56,163 | $ 70,233 |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2021 | Feb. 28, 2021 | |
Tax Receivable Agreement [Line Items] | ||
Business combination tax receivable agreement retain tax benefit remaining of cash saving | 15.00% | |
Tax rate | 24.10% | |
Imputed interest rate | 7.00% | |
Tax receivable agreement liability | $ 52,614 | $ 50,114 |
LIBOR | ||
Tax Receivable Agreement [Line Items] | ||
Basis points | 100.00% | |
Class A ordinary shares | ||
Tax Receivable Agreement [Line Items] | ||
Tax savings rate | 85.00% |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable Outstanding (Details) - USD ($) $ in Thousands | May 31, 2021 | Feb. 28, 2021 |
Debt Instrument [Line Items] | ||
Less current portion | $ (4,110) | $ (4,405) |
Notes payable, less current portion, net | 503,266 | 502,800 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 525,192 | 525,688 |
Less unamortized debt issuance costs | (17,816) | (18,483) |
Total notes payable, net | 507,376 | 507,205 |
Less current portion | (4,110) | (4,405) |
Notes payable, less current portion, net | 503,266 | 502,800 |
Notes Payable | Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 192 | 688 |
Notes Payable | 2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 525,000 | $ 525,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) | Feb. 04, 2021 | May 31, 2021 | Feb. 28, 2021 |
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 75,000,000 | ||
2021 Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 75,000,000 | ||
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 | ||
2021 Term Loan | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | 525,000,000 | $ 0 | $ 0 |
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 | 4.00% | 3.69% |
Contingent Consideration - Addi
Contingent Consideration - Additional Information (Details) - USD ($) | Oct. 14, 2020 | May 31, 2021 | May 31, 2020 | Feb. 28, 2021 |
Business Acquisition Contingent Consideration [Line Items] | ||||
Contingent consideration liability | $ 192,800,000 | $ 129,400,000 | ||
Contingent consideration liability remeasured loss | 63,400,000 | |||
Gain or loss from contingent consideration liability | 73,260,000 | $ 0 | ||
Dividends | 0 | |||
Fair value of contingent consideration, current | 2,000,000 | 2,000,000 | ||
Cloud Logistics and Averetek | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Gain or loss from contingent consideration liability | 0 | 0 | ||
Fair value of contingent consideration, current | 2,000,000 | |||
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 | 31,300,000 | $ 21,400,000 | ||
Contingent consideration liability remeasured loss | $ 9,900,000 | |||
Gain or loss from contingent consideration liability | $ 0 | |||
RCUs | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Vesting period | 10 years | |||
Series B-1 common stock | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Common stock, shares outstanding | 8,120,367 | |||
Common stock, terms of conversion, description | The Series B-1 common stock automatically converts into our Class A Common Stock on a one-to-one basis | |||
Number of days volume-weighted average price | 5 days | |||
Common stock conversion price | $ 13.50 | |||
Share price per share shall be decreased if dividends paid to class A common stock | $ 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 | 2,500,000 | |||
Series B-2 common stock | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Common stock, shares outstanding | 3,372,184 | |||
Common stock, terms of conversion, description | The Series B-2 common stock automatically converts into our Class A Common Stock on a one-to-one basis | |||
Number of days volume-weighted average price | 20 days | |||
Common stock conversion price | $ 15 | |||
Share price per share shall be decreased if dividends paid to class A common stock | $ 15 | |||
Series 1 RCUs | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Common stock, shares outstanding | 4,379,557 | |||
Number of days volume-weighted average price | 5 days | |||
Common stock conversion price | $ 13.50 | |||
Share price per share shall be decreased if dividends paid to class A common stock | $ 13.50 | |||
Series 2 RCUs | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Common stock, shares outstanding | 2,627,724 | |||
Number of days volume-weighted average price | 20 days | |||
Common stock conversion price | $ 15 | |||
Share price per share shall be decreased if dividends paid to class A common stock | $ 15 | |||
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 | 2,500,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Investments (Details) - Asset-backed Securities - USD ($) $ in Thousands | May 31, 2021 | Feb. 28, 2021 |
Marketable Securities [Line Items] | ||
Cost | $ 162 | $ 162 |
Gross Unrealized Gains | 64 | 62 |
Fair Value | $ 226 | $ 224 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | May 31, 2021 | Feb. 28, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 4 | $ 4 |
Total investments | 226 | 224 |
Total assets | 230 | 228 |
Total liabilities | 354,783 | 221,580 |
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 | 226 | 224 |
Acquisition-related Obligations | ||
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 | 128,715 | 68,772 |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 224,068 | 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 | 226 | 224 |
Total assets | 226 | 224 |
Fair Value, Inputs, Level 2 | Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 226 | 224 |
Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 354,783 | 221,580 |
Fair Value, Inputs, Level 3 | Acquisition-related Obligations | ||
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 | 128,715 | 68,772 |
Fair Value, Inputs, Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 224,068 | $ 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 ($) | 3 Months Ended | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | Feb. 28, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Loss (gain) from fair value of contingent consideration | $ 73,260,000 | $ 0 | |
Fair Value, Inputs, Level 3 | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning of period | 152,808,000 | $ 2,000,000 | $ 2,000,000 |
Acquisition date fair value of contingent consideration | 184,548,000 | ||
Loss (gain) from fair value of contingent consideration | 73,260,000 | (33,740,000) | |
End of period | $ 226,068,000 | $ 152,808,000 |
Fair Value Measurement - Reco_2
Fair Value Measurement - Reconciliation of Warrant Liability (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Feb. 28, 2021 | May 31, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | $ 152,808 | |
End of period | $ 152,808 | 226,068 |
Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | 91,959 | 68,772 |
Loss (gain) from fair value of warrant liability | (23,187) | 59,943 |
End of period | $ 68,772 | $ 128,715 |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 66,327 | $ 83,124 |
Americas | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 63,318 | 80,058 |
Europe | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 1,324 | 1,324 |
Asia Pacific | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 1,685 | $ 1,742 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | Feb. 04, 2021 | May 31, 2021 | May 31, 2020 | Feb. 28, 2021 |
Disaggregation Of Revenue [Line Items] | ||||
Fair value adjustment part of business combination reduced deferred revenue | $ 60.7 | $ 31.5 | $ 54 | |
Contract with customer asset | 12.2 | 13.4 | ||
Deferred revenue | 99.8 | 90.2 | ||
Deferred revenue, revenue recognized | 26.3 | |||
Sales and Marketing Expense | ||||
Disaggregation Of Revenue [Line Items] | ||||
Amortization expense | 0.2 | $ 1 | ||
Prepaid Expenses and Other Current Assets and Other Noncurrent Assets [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Capitalized sales commissions | 3.1 | $ 1.6 | ||
Revenue | Geographic Concentration | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fair value adjustment part of business combination reduced deferred revenue | $ 22.5 | |||
Revenue | Geographic Concentration | Americas | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration risk percentage | 95.00% | 96.00% |
Revenue - Additional Informat_2
Revenue - Additional Information1 (Details) - USD ($) $ in Millions | May 31, 2021 | Feb. 28, 2021 |
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 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-06-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligation amount | $ 564.3 | |
Revenue remaining performance obligation expected period | 5 years |
Severance and Exit Costs - Sche
Severance and Exit Costs - Schedule of Severance and Exit Costs Included in Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Restructuring And Related Activities [Abstract] | ||
Severance | $ 40 | $ 763 |
Lease exits | 322 | 957 |
Total severance and exit costs | $ 362 | $ 1,720 |
Severance and Exit Costs - Addi
Severance and Exit Costs - Additional Information (Details) - USD ($) $ in Millions | May 31, 2021 | Feb. 28, 2021 |
Restructuring Liability | ||
Restructuring Cost And Reserve [Line Items] | ||
Accounts payable and accrued liabilities | $ 0.8 | $ 1.6 |
Restructuring Severance Liability | ||
Restructuring Cost And Reserve [Line Items] | ||
Accounts payable and accrued liabilities | $ 0.1 | $ 0.3 |
Severance and Exit Costs - Sc_2
Severance and Exit Costs - Schedule of Changes in Severance and Exit Costs Accruals (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Restructuring And Related Activities [Abstract] | ||
Beginning of period | $ 1,988 | $ 3,730 |
Payments | (879) | (2,970) |
Impairment of right-of-use assets | (580) | |
Expenses | 362 | 1,720 |
End of period | $ 891 | $ 2,480 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
May 31, 2021 | Feb. 28, 2021 | |
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding | 29,079,972 | 29,079,972 |
Warrant exercise price per share | $ 11.50 | |
Warrants expiration term | 5 years | |
Warrant liability | $ 128,715 | $ 68,772 |
Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Loss from change in fair value of warrant liability | $ 59,943 | |
Public Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants exercisable date | Apr. 28, 2021 | |
Private Placement | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding | 10,280,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Details) - shares | May 31, 2021 | Feb. 28, 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 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
May 31, 2020 | May 31, 2021 | |
Stockholders Equity Note [Abstract] | ||
Shares issued price per share | $ 1 | |
Proceeds from sale of membership unit | $ 1,788 |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) - USD ($) | 3 Months Ended | |
May 31, 2021 | Feb. 28, 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 | 35,600,000 |
E2open Holdings, LLC | Class A ordinary shares | ||
Minority Interest [Line Items] | ||
Conversion of stock, shares issued | 1 | |
E2open Holdings, LLC | Class V common stock | ||
Minority Interest [Line Items] | ||
Conversion of stock, shares issued | 1 |
Other Comprehensive Income - Ac
Other Comprehensive Income - Accumulated Other Comprehensive Income in Equity Section of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | May 31, 2021 | Feb. 28, 2021 |
Statement Of Other Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment | $ 3,863 | $ 2,388 |
Accumulated other comprehensive income | $ 3,863 | $ 2,388 |
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 | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Numerator - basic: | ||
Net loss | $ (169,355) | $ (23,752) |
Less: Net loss attributable to noncontrolling interest | (27,097) | |
Net loss attributable to E2open Parent Holdings, Inc. | (142,258) | |
Numerator - diluted: | ||
Net loss attributable to E2open Parent Holdings, Inc. - basic | (142,258) | |
Net loss attributable to E2open Parent Holdings, Inc. - diluted | $ (142,258) | |
Numerator - basic: | ||
Weighted average shares outstanding - basic | 187,051 | |
Net income per share - basic | $ (0.76) | |
Numerator - diluted: | ||
Weighted average shares outstanding - basic | 187,051 | |
Weighted average effect of dilutive securities: | ||
Weighted average shares outstanding - diluted | 187,051 | |
Diluted net income per common share | $ (0.76) |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Weighted Average Potential Common Shares Excluded from Diluted Loss Per Common Shares (Details) | 3 Months Ended |
May 31, 2021shares | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 85,858,644 |
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 |
Series 1 RCUs | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 4,379,557 |
Series 2 RCUs | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 2,627,724 |
Warrants | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 29,079,972 |
Common Units | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 35,636,680 |
Options | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 2,416,628 |
Restricted Stock | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Units/Shares excluded from the dilution computation | 225,532 |
Share-Based and Unit-Based Co_3
Share-Based and Unit-Based Compensation - Additional Information (Details) - USD ($) | May 21, 2021 | May 03, 2021 | Mar. 01, 2021 | May 31, 2021 | May 31, 2020 | Feb. 03, 2021 | Feb. 29, 2020 |
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 | ||||||
Aggregate fair value of units vested | $ 1,400,000 | ||||||
Unrecognized compensation expense | $ 5,400,000 | ||||||
RSUs | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Vesting period | 10 years | ||||||
Executive Officer | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Options available for grant | 2,380,902 | ||||||
Exercise price | $ 9.77 | ||||||
Senior Management | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Options available for grant | 202,418 | ||||||
Exercise price | $ 10.86 | ||||||
Organic growth target | 1 year | ||||||
Vesting period | 3 years | ||||||
Executives, Senior Management and Employees | Performance Based Restricted Stock Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Organic growth target | 1 year | ||||||
Vesting period | 3 years | ||||||
Number of awards granted | 1,024,055 | ||||||
Grant date fair value | $ 12.87 | ||||||
Executives, Senior Management and Employees | Service Based Restricted Stock Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Vesting period | 3 years | ||||||
Number of awards granted | 943,364 | ||||||
Grant date fair value | $ 12.87 | ||||||
Non-Employee Directors | RSUs | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Vesting period | 1 year | ||||||
Number of awards granted | 107,472 | ||||||
2021 Incentive Plan | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Options available for grant | 2,583,000 | ||||||
Exercise price | $ 9.86 | ||||||
Unrecognized compensation cost | $ 5,700,000 | ||||||
Options outstanding | 2,583,000 | ||||||
Weighted-average contractual life of options outstanding | 9 years 9 months 18 days | ||||||
2021 Incentive Plan | RSUs | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Number of awards granted | 2,075,000 | ||||||
Unrecognized compensation cost | $ 26,400,000 | ||||||
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 | ||||||
Shares available for grant | 10,341,789 | ||||||
2015 Plan | Unit Options | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Options available for grant | 0 | ||||||
Options outstanding | 20,401,000 | 22,001,000 | |||||
Weighted-average contractual life of options outstanding | 1 year 7 months 6 days | 1 year 10 months 24 days | |||||
Compensation expense | $ 0 | ||||||
2015 Plan | Unit Options | Time-Based Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Vesting period | 4 years | ||||||
Vesting percentage | 25.00% | ||||||
2015 Plan | Restricted Equity Plan | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Shares available for grant | 0 | ||||||
Number of shares authorized to issue | 32,000,000 | ||||||
Outstanding restricted units | 22,000,000 | 22,000,000 | |||||
2015 Plan | Restricted Equity Plan | Time-Based Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Vesting period | 4 years | ||||||
Vesting percentage | 25.00% | ||||||
2015 Plan | Unit Options | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Options available for grant | 2,700,000 | ||||||
Unrecognized compensation cost | $ 2,400,000 | ||||||
Number of shares authorized to issue | 46,000,000 | ||||||
Options outstanding | 19,900,000 | ||||||
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 Activity under the 2021 Incentive Plan Related to Options (Details) - 2021 Incentive Plan shares in Thousands | 3 Months Ended |
May 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Shares, Granted | shares | 2,583 |
Number of Shares, Ending balance | shares | 2,583 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted Average Exercise Price Per Share, Granted | $ / shares | $ 9.86 |
Weighted Average Exercise Price Per Share, Ending balance | $ / shares | $ 9.86 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted Average Remaining Contractual Term (in years) | 9 years 9 months 18 days |
Share-Based and Unit-Based Co_5
Share-Based and Unit-Based Compensation - Schedule of Activity under the 2021 Incentive Plan Related to RSUs (Details) - 2021 Incentive Plan - RSUs shares in Thousands | 3 Months Ended |
May 31, 2021$ / sharesshares | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Number of Shares, Granted | shares | 2,075 |
Number of Shares, Ending balance | shares | 2,075 |
Weighted Average Market Value Per Share, Granted | $ / shares | $ 12.87 |
Weighted Average Market Value Per Share, Ending balance | $ / shares | $ 12.87 |
Weighted Average Remaining Contractual Term (in years) | 3 years 4 months 24 days |
Share-Based and Unit-Based Co_6
Share-Based and Unit-Based Compensation - Summary of Estimated Grant-Date Fair Values Assumptions (Details) | 3 Months Ended |
May 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Expected term (in years) | 7 years |
Expected equity price volatility, minimum | 46.12% |
Expected equity price volatility, maximum | 46.25% |
Risk-free interest rate, minimum | 1.12% |
Risk-free interest rate, maximum | 1.29% |
Expected dividend yield | 0.00% |
Share-Based and Unit-Based Co_7
Share-Based and Unit-Based Compensation - Summary of Unit Option Plan (Details) - 2015 Plan - Unit Options - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended |
May 31, 2020 | Feb. 29, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Shares, Beginning balance | 22,001 | |
Number of Units, Exercised | (1,288) | |
Number of Units, Forfeited | (312) | |
Number of Shares, Ending balance | 20,401 | 22,001 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted Average Exercise Price Per Share, Beginning balance | $ 1.51 | |
Weighted Average Exercise Price Per Unit, Exercised | 1.45 | |
Weighted Average Exercise Price Per Unit, Forfeited | 1.65 | |
Weighted Average Exercise Price Per Share, Ending balance | $ 1.51 | $ 1.51 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Term (in years) | 1 year 7 months 6 days | 1 year 10 months 24 days |
Share-Based and Unit-Based Co_8
Share-Based and Unit-Based Compensation - Schedule of Restricted Equity Plan (Details) - 2015 Plan - Restricted Equity Plan - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended |
May 31, 2020 | Feb. 29, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Number of Shares, Beginning balance | 8,955 | |
Number of Units, Released | (941) | |
Number of Shares, Ending balance | 8,014 | 8,955 |
Weighted Average Grant Date Fair Value Per Unit, Beginning balance | $ 1.40 | |
Weighted Average Grant Date Fair Value Per Unit, Released | 1.48 | |
Weighted Average Grant Date Fair Value Per Unit, Ending balance | $ 1.39 | $ 1.40 |
Weighted Average Remaining Term (in years) | 1 year | 1 year 6 months |
Share-Based and Unit-Based Co_9
Share-Based and Unit-Based Compensation - Schedule of Functional Classification in the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based and unit-based compensation | $ 2,043 | $ 2,046 |
Cost of Revenue | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based and unit-based compensation | 200 | 110 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based and unit-based compensation | 323 | 169 |
Sales and Marketing Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based and unit-based compensation | 282 | 191 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based and unit-based compensation | $ 1,238 | $ 1,576 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | Mar. 01, 2021 | Feb. 28, 2021 | May 31, 2021 | May 31, 2020 |
Lessee Lease Description [Line Items] | ||||
Right-of-use (ROU) operating asset | $ 22,400,000 | $ 21,048,000 | ||
Lease liability | 23,000,000 | $ 21,615,000 | ||
Change to retained earnings | $ 0 | |||
Office lease, impairment loss | $ 600,000 | |||
Operating lease expiration date | 2029-08 | |||
Operating lease, existence of option to extend | true | |||
Lease deposit | $ 2,900,000 | $ 3,000,000 | ||
Financing lease expiration date | 2024-08 | |||
Short-term lease cost | $ 0 | |||
Rent expense recognized under ASC Topic 840 | $ 2,200,000 | |||
Minimum | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease extended term | 2 years | |||
Maximum | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease extended term | 5 years |
Leases - Classifications of Est
Leases - Classifications of Estimated ROU Assets, Net and Lease Liabilities (Details) - USD ($) $ in Thousands | May 31, 2021 | Mar. 01, 2021 | Feb. 28, 2021 |
Lease Cost [Abstract] | |||
Right-of-use (ROU) operating asset | $ 21,048 | $ 22,400 | |
Finance lease right-of-use asset | $ 7,877 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | ||
Total right-of-use assets | $ 28,925 | ||
Operating lease liability - current | 5,064 | ||
Operating lease liability | 16,551 | ||
Finance lease liability - current | 3,961 | $ 4,827 | |
Finance lease liability | 5,691 | $ 6,588 | |
Total lease liabilities | $ 31,267 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) $ in Thousands | 3 Months Ended |
May 31, 2021USD ($) | |
Finance lease cost: | |
Amortization of right-of-use asset | $ 1,193 |
Interest on lease liability | 130 |
Finance lease cost | 1,323 |
Operating lease cost: | |
Operating lease cost | 1,349 |
Variable lease cost | 801 |
Sublease income | (174) |
Operating net lease cost | 1,976 |
Total net lease cost | $ 3,299 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 3 Months Ended |
May 31, 2021USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash outflows from operating leases | $ 1,313 |
Leases - Weighted-average Remai
Leases - Weighted-average Remaining Lease Terms and Discount Rates of Leases (Details) | May 31, 2021 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years): Finance lease | 1 year 9 months 25 days |
Weighted-average remaining lease term (in years): Operating lease | 5 years 3 months 7 days |
Weighted-average discount rate: Finance lease | 9.20% |
Weighted-average discount rate: Operating lease | 4.39% |
Leases - Undiscounted Future Ca
Leases - Undiscounted Future Cash Flows Utilized in Calculation of Lease Liabilities (Details) - USD ($) $ in Thousands | May 31, 2021 | Mar. 01, 2021 |
Operating Leases | ||
June 1, 2021 to February 28, 2022 | $ 4,446 | |
2023 | 5,226 | |
2024 | 4,362 | |
2025 | 3,105 | |
2026 | 2,461 | |
Thereafter | 4,661 | |
Total | 24,261 | |
Less: Present value discount | (2,646) | |
Lease liabilities | 21,615 | $ 23,000 |
Finance Leases | ||
June 1, 2021 to February 28, 2022 | 4,434 | |
2023 | 3,291 | |
2024 | 2,483 | |
2025 | 20 | |
Total | 10,228 | |
Less: Present value discount | (576) | |
Lease liabilities | $ 9,652 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Feb. 28, 2021USD ($) |
Leases [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 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 31, 2021 | May 31, 2020 | Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes | $ 1,378 | $ 8,170 | |
Effective tax rate | 0.80% | 52.40% | |
Decrease in effective tax rate | 51.60% | ||
Gross unrecognized tax benefits | $ 2,700 | $ 2,700 | |
Unrecognized tax benefits, gross interest and penalties accrued | $ 300 | $ 300 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - $ / shares | Jun. 08, 2021 | May 31, 2021 |
Class A | E2open Holdings, LLC | ||
Subsequent Event [Line Items] | ||
Conversion of stock, shares issued | 1 | |
Series B-1 common stock | ||
Subsequent Event [Line Items] | ||
Number of days volume-weighted average price | 5 days | |
Common stock, terms of conversion, description | The Series B-1 common stock automatically converts into our Class A Common Stock on a one-to-one basis | |
Common stock conversion price | $ 13.50 | |
Series 1 RCUs | ||
Subsequent Event [Line Items] | ||
Number of days volume-weighted average price | 5 days | |
Common stock conversion price | $ 13.50 | |
Class V common stock | E2open Holdings, LLC | ||
Subsequent Event [Line Items] | ||
Conversion of stock, shares issued | 1 | |
Subsequent Event | Common Units | E2open Holdings, LLC | ||
Subsequent Event [Line Items] | ||
Conversion of stock, shares issued | 4,379,557 | |
Subsequent Event | Class A | ||
Subsequent Event [Line Items] | ||
Number of days volume-weighted average price | 5 days | |
Conversion of stock, shares issued | 8,120,367 | |
Subsequent Event | Series B-1 common stock | ||
Subsequent Event [Line Items] | ||
Common stock, terms of conversion, description | Series B-1 common stock to automatically convert into our Class A Common Stock on a one-to-one basis | |
Common stock conversion price | $ 13.50 | |
Conversion of stock, shares converted | 8,120,367 | |
Subsequent Event | Series 1 RCUs | ||
Subsequent Event [Line Items] | ||
Conversion of stock, shares converted | 4,379,557 | |
Subsequent Event | Class V common stock | ||
Subsequent Event [Line Items] | ||
Conversion of stock, shares issued | 4,379,557 |