Organization and Description of Business (Policies) | 12 Months Ended |
Feb. 28, 2014 |
Organization and Description of Business | ' |
Organization and Description of Business |
E2open, Inc. and subsidiaries (“Company”), a Delaware corporation, was incorporated in September 2003. The Company provides cloud-based, on-demand software solutions delivered on an integrated platform that enables companies to collaborate with their trading partners to procure, manufacture, sell and distribute products more efficiently. The Company’s customers depend on outsourced manufacturing strategies and complex trading networks to compete in today’s global economy. They use the Company’s solutions to gain visibility into and control over their trading networks. The Company’s solutions enable its customers and their trading partners to overcome problems arising from communications across disparate systems by offering a reliable source of data, processes and analytics, which its customers rely on as the single version of the truth. The Company’s solutions empower its customers to manage demand they cannot predict and supply they do not control. |
The Company acquired ICON-SCM AG (“ICON”) on July 30, 2013 (see note 5 to the consolidated financial statements). |
The Company’s corporate headquarters are located in Foster City, California, with additional offices in Austin and Dallas, Texas, China, Finland, France, Germany, Malaysia, Taiwan and the United Kingdom. |
Initial Public Offering | ' |
Initial Public Offering |
On July 31, 2012, the Company closed its initial public offering (“IPO”) of 4,687,500 shares of its common stock, which included 3,750,000 shares of common stock sold by the Company and 937,500 shares of common stock sold by the selling stockholders. The public offering price of the shares sold in the offering was $15.00 per share. The offer and sale of all of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-179558), which was declared effective by the SEC on July 25, 2012. The Company did not receive any proceeds from the sales of shares by the selling stockholders. The total proceeds from the offering to the Company, net of underwriting discounts and commissions of approximately $3.9 million, were approximately $52.3 million. After deducting offering expenses paid by the Company of approximately $3 million, the Company received approximately $49.3 million. Upon the closing of the IPO, all shares of convertible preferred stock outstanding automatically converted into 14,845,528 shares of common stock. |
Secondary Offering | ' |
Secondary Offering |
On January 29, 2014, the Company closed its secondary offering of 4,660,557 shares of its common stock, which included 2,107,038 shares of common stock sold by the Company and 2,553,519 shares of common stock sold by the selling stockholders. The public offering price of the shares sold in the offering was $25.00 per share. The offer and sale of all of the shares in the secondary offering were registered under the Securities Act pursuant to a registration statement on Form S-3 (File No. 333-193346 and 333-193526), which was declared effective by the SEC on January 24, 2014. The Company did not receive any proceeds from the sales of shares by the selling stockholders. The total proceeds from the secondary offering to the Company, net of underwriting discounts and commissions of approximately $2.6 million were approximately $50.0 million. After deducting offering expenses paid or payable by the Company of approximately $0.9 million, the Company received approximately $49.1 million. |
Basis of Presentation and Principles of Consolidation | ' |
Basis of Presentation and Principles of Consolidation |
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
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The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Change in Accounting Principle | ' |
Change in Accounting Principle |
In fiscal 2013, the Company changed its classification of cash flows related to payments made for deferred IPO costs from cash flows from operating activities to cash flows from financing activities in the consolidated statements of cash flows. The Company believes the new classification is preferable because it better correlates the cash flows from the deferred IPO costs with the cash flows from the proceeds to be received from the IPO. In connection with this change in accounting principle, the Company reclassified $550,000 from operating cash flows to financing cash flows for the year ended February 28, 2012. |
Use of Estimates | ' |
Use of Estimates |
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported results of operations during the reporting period. Such management estimates include reserve for bad debt, goodwill and other long-lived assets, estimates of value of elements of customer arrangements, stock-based compensation, the accounting for income taxes related to deferred tax asset balances and reserves, and the accounting for business combinations. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates. |
Concentration of Credit Risk | ' |
Concentration of Credit Risk |
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, investments in debt securities, and accounts receivable. The Company deposits cash and cash equivalents with high quality financial institutions. Accounts receivable are typically unsecured and are derived from sales of subscriptions and support and professional services, principally to large credit-worthy technology and industrial companies. Credit risk is concentrated primarily in North America, Europe, and parts of Asia. The Company performs ongoing credit evaluations of its customers’ financial condition and has historically experienced insignificant credit losses. The Company maintains allowances for estimated credit losses based on management’s assessment of the likelihood of collection. |
Cash and Cash Equivalents and Investments in debt securities | ' |
Cash and Cash Equivalents and Investments in debt securities |
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
The Company classifies all of its investments in debt securities as available-for-sale. Available-for-sale securities that the Company intends to hold for less than one year are classified as short-term investments on the balance sheet, regardless of whether the stated maturity is greater than one year from the current balance sheet date. Investments that the Company intends to hold for more than one year are classified as long-term assets on the balance sheet. Available-for-sale securities are carried at fair value with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). For the years ended February 28, 2014 and 2013, realized and unrealized gains and losses on investments were not material. The Company had no investments in debt securities for the year ended February 29, 2012. An impairment charge is recorded in the consolidated statements of operations for declines in fair value below the cost of an individual investment that are deemed to be other than temporary. The Company assesses whether a decline in value is temporary based on the length of time that the fair market value has been below cost, the severity of the decline, as well as the intent and ability to hold, or plans to sell, the investment. For the years ended February 28, 2014 and 2013, there was no investment impairment charge recorded in the consolidated statement of operations. |
Goodwill | ' |
Goodwill |
Goodwill represents the excess of the purchase price over the estimated fair values of the net tangible and intangible assets of acquired entities. The Company performs a goodwill impairment test annually during the fourth quarter of the fiscal year and more frequently if an event or circumstance indicates that impairment may have occurred. Triggering events that may indicate a potential impairment include but are not limited to significant adverse changes in customer demand or business climate, obsolescence of acquired technology and related competitive considerations. |
The Company performs the goodwill impairment test in accordance with guidance issued by the Financial Accounting Standards Board (“FASB”). The guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit, if any. If an entity determines that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. The Company did not record any charges related to goodwill impairment for the fiscal year ended February 28, 2014. |
Intangible assets | ' |
Intangible assets |
Intangible assets are carried at cost less accumulated amortization, and are amortized using the straight-line method over their estimated useful lives, generally 5 years. The straight line method approximates the manner in which cash flows are generated from the intangible assets. Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. Critical estimates in valuing the intangible assets include, but are not limited to, forecasts of the expected future cash flows attributable to the respective assets, anticipated growth in revenue from the acquired customer and product base, and the expected use of the acquired assets. |
Acquisition-related Expenses | ' |
Acquisition-related Expenses |
Acquisition-related expenses consist of third-party accounting and legal service fees, personnel-related expenses, travel expenses and other expenses incurred solely to prepare for and execute the acquisition of a business or an asset group. |
Property and Equipment | ' |
Property and Equipment |
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally two to three years. Leasehold improvements are amortized using the straight-line method over the remaining lease term or the estimated lives of the assets, if shorter. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the consolidated balance sheet, and any resulting gain or loss is reflected in the consolidated statement of operations. There were no material gains or losses from the sale or retirement of property and equipment recorded in the consolidated statements of operations during the fiscal years ended February 28, 2014 and 2013, and February 29, 2012. |
Software Development Costs | ' |
Software Development Costs |
The Company capitalizes the costs of software used internally in its operations, primarily for the delivery of its cloud-based on-demand software solutions. Such capitalized costs are included in property and equipment for perpetual licenses with a useful life greater than one year, and in prepaid expenses and other current assets for term licenses. The Company capitalized $2.0 million and $1.5 million of internal use software during the years ended February 28, 2014 and 2013. Amortization expense totaled $1.4 million, $1.0 million, and $0.5 million during the years ended February 28, 2014 and 2013, and February 29, 2012. The net book value of capitalized internal use software was $1.3 million, $1.9 million, and $0.6 million as of February 28, 2014 and 2013, and February 29, 2012. |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets |
The Company evaluates the recoverability of its long-lived assets, which consist principally of property and equipment and acquired intangible assets with finite lives, whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset is measured by comparing the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. If that review indicates that the carrying amount of the long-lived asset is not recoverable, an impairment charge is recorded for the amount by which the carrying amount of the asset exceeds its fair value. The Company did not record any long-lived asset impairment charges during the fiscal year ended February 28, 2014 and 2013, and February 29, 2012. |
Indemnification | ' |
Indemnification |
The Company includes service-level commitments to its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of service as a director or officer. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. The Company’s arrangements include provisions indemnifying customers against liabilities if the Company’s products infringe a third-party’s intellectual property rights. The Company has not incurred any costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. |
Revenue Recognition | ' |
Revenue Recognition |
The Company generates revenue from the sale of subscriptions and support and professional services and other. |
Subscriptions and Support. The Company offers cloud-based on-demand software solutions, which enable its customers to have constant access to its solutions without the need to manage and support the software and associated hardware themselves. The Company houses the hardware and software in third-party facilities, and provides its customers with access to the software solutions, along with data security and storage, backup, and recovery services. The Company’s customer contracts typically have a term of three to five years. The Company invoices its customers for subscriptions and support in advance for annual use of the software solutions. The Company’s payment terms typically require customers to pay within 30 to 90 days from the invoice date. |
Professional Services and Other. Professional services and other revenue is derived primarily from fees for enabling services such as solution consulting and deployment that help the Company’s customers utilize its cloud-based on-demand software solutions. These services are sold in conjunction with the sale of the Company’s solutions. The Company provides professional services on both a fixed-fee and a time-and-materials basis, and invoices customers either in advance, monthly, or upon reaching project milestones. |
The Company enters into arrangements with multiple elements, comprising subscriptions and support and professional services and other. Arrangements with customers typically do not provide the customer with the right to take possession of the software underlying the on-demand solutions. The Company commences revenue recognition when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the Company’s price to the customer is fixed or determinable, and collectability of the fees is reasonably assured. |
The Company evaluates each of these criteria as follows: |
Evidence of an Arrangement. The Company considers a noncancelable agreement signed by it and the customer, or equivalent binding agreement, to be evidence of an arrangement. |
Delivery. The Company typically considers delivery to have occurred when the on-demand software solutions are made available to the customer or services have been rendered. In arrangements where an existing customer purchases additional solutions, delivery occurs upon commencement of the contractual term. |
Fixed or Determinable Fee. The Company considers the fee to be fixed or determinable unless the fee is subject to refund or adjustment or is not payable within its standard payment terms. If the fee is not fixed or determinable, the Company recognizes the revenue as amounts become due . |
Collectability of the Fees Is Reasonably Assured. Collectability of the fees is reasonably assured if the Company expects that the customer will be able to pay amounts under the arrangement as payments become due. If the Company determines that collection is not reasonably assured, the Company defers the recognition of revenue until cash collection. |
The Company accounts for subscriptions and support and professional services revenue as separate units of accounting and allocates revenue to each element of an arrangement based on a selling price hierarchy. As the Company has been unable to establish vendor specific objective evidence (“VSOE”) or third party evidence (“TPE”) for the elements of its arrangements, the Company determines the best estimated selling price (“BESP”) for each element primarily by considering prices the Company charges for similar offerings, size of the order and historical pricing practices. Revenue allocated to subscriptions and support is recognized over the contractual term. Professional services revenue sold on a fixed-fee basis is recognized either under the proportional performance method of accounting using estimated labor hours, or upon acceptance of the services. Revenue from professional services sold on a time-and-material basis is recognized as services are delivered. |
In October 2009, the FASB amended the accounting standards for multiple deliverable revenue arrangements. The Company adopted this accounting guidance March 1, 2011 on a prospective basis for applicable transactions originating or materially modified after February 28, 2011. Prior to the adoption of this guidance, the Company determined that it did not have objective and reliable evidence of fair value for each deliverable of its arrangements. As a result, the Company accounted for subscriptions and support and professional services revenue as a single unit of accounting and recognized the total arrangement fee ratably over the contractual term of the subscription agreement. |
During the year ended February 29, 2012, total revenue as reported and total revenue that would have been reported, if the transactions entered into or materially modified after February 28, 2011 were subject to previous accounting guidance, are shown in the following table (in thousands): |
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| | As reported | | | Basis as if previous | | | Impact of adoption of | |
accounting guidance | the new accounting |
were in effect | guidance |
Total revenues for the year ended February 29, 2012 Subscriptions and support | | $ | 35,816 | | | $ | 34,831 | | | $ | 985 | |
Professional services and other | | | 23,871 | | | | 13,924 | | | | 9,947 | |
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Total | | $ | 59,687 | | | $ | 48,755 | | | $ | 10,932 | |
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The $10.9 million impact of the adoption of the new accounting guidance was from deferral of revenue on certain arrangements under the previous accounting guidance until the on-demand solutions were fully implemented. |
The Company acquired ICON on July 30, 2013. Historically, ICON sold perpetual or term licenses and related post-contract support (“PCS”) and professional services. During the post-acquisition period through February 28, 2014, revenue recognized from legacy ICON revenue arrangements represented primarily post-contract support or professional services. |
Out-of-pocket expenses reimbursed by customers are recorded as revenue and included in professional services and other. The costs of professional services are expensed as incurred and included in cost of revenue. |
Deferred revenue comprises amounts that have been invoiced to customers for which revenue has not yet been recognized. Amounts that will not be earned for more than 12 months were $1.6 million, and $1.9 million as of February 28, 2014 and February 28, 2013, and are included in long-term deferred revenue. |
The Company excludes from revenue sales and other taxes collected on behalf of customers and remitted to governmental authorities. |
Advertising Costs | ' |
Advertising Costs |
Advertising costs, which include primarily print materials and sponsorship of events, are expensed as incurred, and included in sales and marketing expense in the consolidated statements of operations. Advertising expense for the years ended February 28, 2014, and 2013, and February 29, 2012 was $1.1 million, $1.0 million, and $1.1 million. |
Sales Commissions | ' |
Sales Commissions |
Sales commissions are expensed as incurred, and included in sales and marketing expense in the consolidated statements of operations. |
Stock-based Compensation | ' |
Stock-based Compensation |
Stock-based compensation expense associated with awards to employees and directors is measured at the grant date based on the fair value of the award. For time-based awards, the expense is recognized on a straight-line basis over the requisite service period of the award, which is generally four years. For performance-based awards, the expense is recognized on an accelerated basis which results in higher expense at the beginning of the vesting period. |
Foreign Currency Translation | ' |
Foreign Currency Translation |
The functional currency of the Company’s foreign subsidiaries is the U.S. dollar, except for its subsidiaries located in the United Kingdom and Germany. Accordingly, the consolidated financial statements of those subsidiaries that are maintained in the local currency are remeasured into U.S. dollars at the reporting date. Unrealized exchange gains or losses from the remeasurement of monetary assets and liabilities that are not denominated in U.S. dollars are included as a component of other expense, net in the consolidated statements of operations, and totaled losses of $0.1 million, $0.0 million, and $0.1 million for the years ended February 28, 2014, and 2013, and February 29, 2012. |
The functional currency of the Company’s subsidiary in the United Kingdom is the British pound sterling. Assets and liabilities of foreign subsidiaries, where functional currencies are the local currency, are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments resulting from the process of translating foreign currency financial statements into U.S. dollars are reported separately as a component of accumulated other comprehensive income (loss). Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction. |
Net transaction gains, including gains from foreign currency contracts, recorded in the statements of operations were $0.5 million, $0.2 million, and $0.0 million for the years ended February 28, 2014, and 2013, and February 29, 2012. |
Interest and Other Expense, Net | ' |
Interest and Other Expense, Net |
Interest and other expense, net for the periods presented consisted of the following (in thousands): |
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| | Years Ended February 28 or 29, | |
| | 2014 | | | 2013 | | | 2012 | |
Interest expense | | $ | 253 | | | $ | 247 | | | $ | 185 | |
Bank financing fees | | | 68 | | | | 127 | | | | 177 | |
Foreign exchange losses—realized and unrealized, net | | | 305 | | | | 101 | | | | 261 | |
Losses (gains) from foreign currency forward contracts—realized and unrealized, net | | | 265 | | | | 60 | | | | (204 | ) |
Interest income | | | (114 | ) | | | (97 | ) | | | (2 | ) |
Other, net | | | (15 | ) | | | (1 | ) | | | (6 | ) |
| | | | | | | | | | | | |
| | $ | 762 | | | $ | 437 | | | $ | 411 | |
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Income Taxes | ' |
Income Taxes |
The Company uses the asset and liability method for recording income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards, and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized. |
The Company accounts for uncertain tax positions by reporting a liability for unrecognizable tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Segment Information | ' |
Segment Information |
The Company reports information about the segments of its business based on how the information is used by the chief operating decision maker. Management evaluates the Company’s performance and makes operating decisions based on consolidated results. Accordingly, the Company operates as one reportable segment. |
Recently Issued or Adopted Authoritative Accounting Guidance | ' |
Recently Issued or Adopted Authoritative Accounting Guidance |
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). The FASB issued ASU 2013-02 to improve the transparency of changes in other comprehensive income (“OCI”) and items reclassified out of accumulated other comprehensive income (“AOCI”) in financial statements. ASU 2013-02 requires an entity to provide information about amounts reclassified out of AOCI by component. In addition, an entity must present either on the face of the income statement or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income. The reclassifications out of AOCI, and related tax impact, are not material to the Company’s condensed consolidated results of operations or financial position. |
In July 2013, the FASB issued authoritative guidance that requires an entity to present an unrecognized tax benefit (“UTB”), or a portion of a UTB, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the UTB should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The guidance is effective prospectively for fiscal years and interim reporting periods within those years, beginning after December 15, 2013. The Company does not expect this guidance to have a material impact on its consolidated financial statements. |