Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2021 | Oct. 11, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
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 | 300,002,352 | |
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 StockĀ 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 | Aug. 31, 2021 | Feb. 28, 2021 |
Assets | ||
Cash and cash equivalents | $ 473,133 | $ 194,717 |
Restricted cash | 10,553 | 12,825 |
Accounts receivable - net of allowance of $801 and $908, respectively | 67,569 | 112,657 |
Prepaid expenses and other current assets | 19,036 | 12,643 |
Total current assets | 570,291 | 332,842 |
Long-term investments | 219 | 224 |
Goodwill | 2,629,624 | 2,628,646 |
Intangible assets, net | 793,420 | 824,851 |
Property and equipment, net | 47,695 | 44,198 |
Operating lease right-of-use assets | 19,266 | 22,400 |
Other noncurrent assets | 10,237 | 7,416 |
Total assets | 4,070,752 | 3,838,177 |
Liabilities and Stockholders' Equity | ||
Accounts payable and accrued liabilities | 64,431 | 70,233 |
Incentive program payable | 10,553 | 12,825 |
Deferred revenue | 107,428 | 89,691 |
Payable to sellers | 280,000 | |
Acquisition-related obligations | 2,000 | |
Current portion of notes payable | 3,999 | 4,405 |
Current portion of operating lease obligations | 4,788 | |
Current portion of financing lease obligations | 2,406 | 4,827 |
Total current liabilities | 473,605 | 183,981 |
Long-term deferred revenue | 2,827 | 482 |
Operating lease obligations | 14,975 | |
Financing lease obligations | 2,211 | 6,588 |
Notes payable | 502,616 | 502,800 |
Tax receivable agreement liability | 63,325 | 50,114 |
Warrant liability | 109,988 | 68,772 |
Contingent consideration | 65,848 | 150,808 |
Deferred taxes | 399,600 | 396,217 |
Other noncurrent liabilities | 1,025 | 1,057 |
Total liabilities | 1,636,020 | 1,360,819 |
Commitments and Contingencies (Note 22) | ||
Stockholders' Equity | ||
Additional paid-in capital | 2,272,139 | 2,071,206 |
Accumulated other comprehensive (loss) income | (2,660) | 2,388 |
(Accumulated deficit) retained earnings | (151,975) | 10,800 |
Treasury stock, at cost: 176,654 shares as of August 31, 2021 | 2,473 | |
Total E2open Parent Holdings, Inc. equity | 2,115,051 | 2,084,413 |
Noncontrolling interest | 319,681 | 392,945 |
Total stockholders' equity | 2,434,732 | 2,477,358 |
Total liabilities and stockholders' equity | 4,070,752 | 3,838,177 |
Class A ordinary shares | ||
Stockholders' Equity | ||
Common stock | 20 | 19 |
Class V common stock | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Series B-1 common stock | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Series B-2 common stock | ||
Stockholders' Equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2021 | Feb. 28, 2021 |
Accounts receivable, allowance | $ 801 | $ 908 |
Treasury stock, shares | 176,654 | |
Class A ordinary shares | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 197,751,492 | 187,051,142 |
Common stock, shares outstanding | 197,751,492 | 187,051,142 |
Class V common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 42,747,890 | 40,000,000 |
Common stock, shares issued | 35,876,893 | 35,636,680 |
Common stock, shares outstanding | 35,876,893 | 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 | 94 | 8,120,367 |
Common stock, shares outstanding | 94 | 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 ($) $ in Thousands | Jun. 08, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 |
Revenue | |||||
Total revenue | $ 78,079 | $ 81,817 | $ 144,406 | $ 164,941 | |
Cost of Revenue | |||||
Amortization of acquired intangible assets | 12,338 | 4,947 | 23,849 | 10,508 | |
Total cost of revenue | 39,551 | 30,157 | 77,710 | 60,951 | |
Gross Profit | 38,528 | 51,660 | 66,696 | 103,990 | |
Operating Expenses | |||||
Research and development | 16,208 | 14,356 | 31,909 | 28,987 | |
Sales and marketing | 11,174 | 11,992 | 23,688 | 24,302 | |
General and administrative | 13,401 | 9,861 | 27,118 | 19,625 | |
Acquisition-related expenses | 7,174 | 2,018 | 16,952 | 5,386 | |
Amortization of acquired intangible assets | 3,543 | 8,447 | 7,373 | 16,914 | |
Total operating expenses | 51,500 | 46,674 | 107,040 | 95,214 | |
(Loss) income from operations | (12,972) | 4,986 | (40,344) | 8,776 | |
Other (expense) income | |||||
Interest and other expense, net | (6,332) | (16,308) | (11,235) | (35,680) | |
Change in tax receivable agreement liability | (637) | (3,136) | 0 | ||
Loss from change in fair value of contingent consideration | (16,780) | 0 | (90,040) | 0 | |
Total other expenses | (5,022) | (16,308) | (145,627) | (35,680) | |
Loss before income tax expense | (17,994) | (11,322) | (185,971) | (26,904) | |
Income tax expense | (5,994) | (6,218) | (7,372) | (14,388) | |
Net loss | (23,988) | (17,540) | (193,343) | (41,292) | |
Less: Net loss attributable to noncontrolling interest | (3,471) | (30,568) | |||
Net loss attributable to E2open Parent Holdings, Inc. | $ (20,517) | $ (162,775) | |||
Net loss attributable to E2open Parent Holdings, Inc. common shareholders per share: | |||||
Basic | $ (0.11) | $ (0.85) | |||
Diluted | $ (0.11) | $ (0.85) | |||
Warrants | |||||
Other (expense) income | |||||
Gain (loss) from change in fair value of warrant liability | $ 18,727 | $ (41,216) | 0 | ||
Subscriptions | |||||
Revenue | |||||
Total revenue | $ 61,725 | 69,035 | 112,759 | 138,639 | |
Cost of Revenue | |||||
Cost of Revenue | 16,246 | 14,860 | 32,754 | 28,998 | |
Professional Services | |||||
Revenue | |||||
Total revenue | 16,354 | 12,782 | 31,647 | 26,302 | |
Cost of Revenue | |||||
Cost of Revenue | $ 10,967 | $ 10,350 | $ 21,107 | $ 21,445 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (23,988) | $ (17,540) | $ (193,343) | $ (41,292) |
Other comprehensive income (loss), net: | ||||
Net foreign currency translation gain (loss) | (6,523) | (55) | (5,048) | (346) |
Total other comprehensive income (loss), net | (6,523) | (55) | (5,048) | (346) |
Comprehensive loss | (30,511) | $ (17,595) | (198,391) | $ (41,638) |
Less: Comprehensive loss attributable to noncontrolling interest | (4,505) | (31,366) | ||
Comprehensive loss attributable to E2open Parent Holdings, Inc. | $ (26,006) | $ (167,025) |
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) | Treasury Stock | 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. 29, 2020 | 214,592 | 433,992 | (898) | (218,502) | |||||
Comprehensive income (loss) | (346) | ||||||||
Net loss | (41,292) | ||||||||
Balance at Aug. 31, 2020 | 178,749 | 439,787 | (1,244) | (259,794) | |||||
Balance at May. 31, 2020 | 194,383 | 437,826 | (1,189) | (242,254) | |||||
Investment by member | (10) | (10) | |||||||
Unit-based compensation | 1,971 | 1,971 | |||||||
Comprehensive income (loss) | (55) | (55) | |||||||
Net loss | (17,540) | (17,540) | |||||||
Balance at Aug. 31, 2020 | 178,749 | $ 439,787 | (1,244) | (259,794) | |||||
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 | ||
Balance at Feb. 28, 2021 | 2,477,358 | 19 | 2,388 | 2,071,206 | 10,800 | 2,084,413 | 392,945 | ||
Comprehensive income (loss) | (5,048) | ||||||||
Net loss | (193,343) | ||||||||
Balance at Aug. 31, 2021 | 20 | ||||||||
Balance at Aug. 31, 2021 | 2,434,732 | (2,660) | 2,272,139 | (151,975) | $ (2,473) | 2,115,051 | 319,681 | ||
Balance at May. 31, 2021 | 2,311,521 | 19 | 3,863 | 2,073,249 | (131,458) | 1,945,673 | 365,848 | ||
Share-based compensation | 2,509 | 2,509 | 2,509 | ||||||
Business Combination purchase price adjustment | 2,965 | 1,666 | 1,666 | 1,299 | |||||
Conversion of Common Units to Common Stock | (16,767) | 27,228 | 27,228 | (43,995) | |||||
Conversion of Series B-1 Shares to Common Stock | 172,527 | 1 | 174,999 | (2,473) | 172,527 | ||||
Impact of common unit conversion on tax receivable agreement | (7,512) | (7,512) | (7,512) | ||||||
Comprehensive income (loss) | (6,523) | (6,523) | (6,523) | ||||||
Net loss | (23,988) | (20,517) | (20,517) | (3,471) | |||||
Balance at Aug. 31, 2021 | $ 20 | ||||||||
Balance at Aug. 31, 2021 | $ 2,434,732 | $ (2,660) | $ 2,272,139 | $ (151,975) | $ (2,473) | $ 2,115,051 | $ 319,681 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 31, 2021 | May 31, 2021 | Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Feb. 28, 2021 | |
Cash flows from operating activities | |||||||
Net loss | $ (23,988) | $ (169,355) | $ (17,540) | $ (23,752) | $ (193,343) | $ (41,292) | |
Adjustments to reconcile net loss to net cash from operating activities: | |||||||
Depreciation and amortization | 41,000 | 33,866 | |||||
Amortization of deferred commissions | 410 | 1,964 | |||||
Amortization of debt issuance costs | 1,334 | 2,158 | |||||
Amortization of operating lease right-of-use assets | 3,742 | 0 | |||||
Share-based and unit-based compensation | 4,552 | 4,017 | |||||
Change in tax receivable agreement liability | 637 | 3,136 | 0 | ||||
Loss(gain) from change in fair value of contingent consideration | 16,780 | 0 | 90,040 | 0 | |||
(Gain) loss on disposal of property and equipment | (236) | 34 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, net | 45,088 | 65,733 | |||||
Prepaid expenses and other current assets | (6,401) | (2,700) | |||||
Other noncurrent assets | (3,232) | (1,925) | |||||
Accounts payable and accrued liabilities | (1,453) | (13,927) | |||||
Incentive program payable | (2,272) | 13,126 | |||||
Deferred revenue | 20,083 | (32,476) | |||||
Changes in other liabilities | (2,180) | 13,408 | |||||
Net cash provided by operating activities | 41,484 | 41,986 | |||||
Cash flows from investing activities | |||||||
Capital expenditures | (17,372) | (7,762) | |||||
Net cash used in investing activities | (17,372) | (7,762) | |||||
Cash flows from financing activities | |||||||
Proceeds from PIPE financing | 280,000 | 0 | |||||
Proceeds from sale of membership units | 0 | 1,778 | |||||
Repayments of indebtedness | (1,582) | (19,667) | |||||
Repayments of financing lease obligations | (5,902) | (2,443) | |||||
Repurchase of common stock | (2,473) | 0 | |||||
Repurchase of Common Units | (16,767) | 0 | |||||
Net cash used in financing activities | 253,276 | (20,332) | |||||
Effect of exchange rate changes on cash and cash equivalents | (1,244) | (448) | |||||
Net increase in cash, cash equivalents and restricted cash | 276,144 | 13,444 | |||||
Cash, cash equivalents and restricted cash at beginning of period | $ 207,542 | $ 48,428 | 207,542 | 48,428 | $ 48,428 | ||
Cash, cash equivalents and restricted cash at end of period | 483,686 | 61,872 | 483,686 | 61,872 | 207,542 | ||
Reconciliation of cash, cash equivalents and restricted cash: | |||||||
Cash and cash equivalents | 473,133 | 19,813 | 473,133 | 19,813 | 194,717 | ||
Restricted cash | 10,553 | 42,059 | 10,553 | 42,059 | |||
Cash, cash equivalents and restricted cash at end of period | 483,686 | $ 61,872 | 483,686 | 61,872 | $ 207,542 | ||
Supplemental Information - Cash Paid for: | |||||||
Interest | 10,504 | 33,888 | |||||
Income taxes | 824 | 1,146 | |||||
Non-Cash Investing and Financing Activities: | |||||||
Capital expenditures financed under financing lease obligations | 0 | 11,005 | |||||
Capital expenditures included in accounts payable and accrued liabilities | 1,435 | 10 | |||||
Right-of-use assets obtained in exchange for operating lease obligations | 23,008 | 0 | |||||
Prepaid Software Maintenance And Insurance Under Notes Payable | 0 | 417 | |||||
Business Combination purchase price adjustment | 2,965 | 0 | |||||
Series B1 Common Stock | |||||||
Non-Cash Investing and Financing Activities: | |||||||
Conversion of Common Units\stock to Class A Common Stock | 175,000 | 0 | |||||
Common Units | |||||||
Non-Cash Investing and Financing Activities: | |||||||
Conversion of Common Units\stock to Class A Common Stock | 27,228 | 0 | |||||
Warrants | |||||||
Adjustments to reconcile net loss to net cash from operating activities: | |||||||
Loss from change in fair value of warrant liability | $ (18,727) | $ 41,216 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Aug. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization and Description of Business CC Neuberger Principal Holdings I (CCNB1) was a blank check company incorporated in the Cayman Islands on January 14, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. CCNB1ās 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 āE2open Parent Holdings, Inc.ā and changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (Domestication). Immediately following the Domestication, various entities merged with and into E2open, with E2open as the surviving company. Additionally, E2open Holdings became a subsidiary of E2open with the equity interests of E2open Holdings held by E2open and existing owners of E2open Holdings. The existing owners of E2open Holdings are considered noncontrolling interests in the condensed consolidated financial statements. We are headquartered in Austin, Texas. We are a leading provider of cloud-based, end-to-end 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 āPredecessorā for periods prior to the Closing Date and of the Company as āSuccessorā 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 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 and six months ended August 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 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 | 6 Months Ended |
Aug. 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 ). The core principle of ASC 842, Leases is that a lessee should recognize the assets and liabilities that arise from leases. For operating leases, a lessee is required to recognize a right-of-use (ROU) asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. This standard is effective for calendar fiscal years beginning after December 15, 2021. Earlier application is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. We adopted this standard as of March 1, 2021 utilizing the modified retrospective approach and elected a set of practical expedients that allowed us not to reassess whether contracts are or contain leases, lease classification or initial direct costs for existing leases. See Note 20, Leases for more information related to our leases. In October 2018, the FASB issued ASU 2018-17, Consolidated (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities . This standard is intended to improve the accounting when considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. ASU 2018-17 is effective for fiscal years beginning after December 15, 2020, and interim periods within those years. All entities are required to apply this standard retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. We adopted this standard as of March 1, 2021 and it did no t have a material impact on our consolidated financial statements. Recent Accounting Guidance Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments ā Credit Losses (ASC 326) , which is intended to provide financial statement users with more useful information about expected credit losses on financial assets held by a reporting entity at each reporting date. This standard replaces the existing incurred loss impairment methodology with an approach that requires consideration of a broader range of reasonable and supportable forward-looking information to estimate all expected credit losses. This standard is effective for the fiscal year beginning after December 15, 2022, and all interim periods within. Early adoption is permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles ā Goodwill and Other ā Internal-Use Software (Subtopic 350-40): Customerās Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This standard provides guidance on accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The amendments in this standard should be applied either retrospectively or prospectively to all implementation costs incurred after the adoption date. The standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those years. Earlier application is permitted. We do not expect the adoption of this standard will have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The guidance amends certain disclosure requirements that had become redundant, outdated or superseded. Additionally, this guidance amends accounting for the interim period effects of changes in tax laws or rates and simplifies aspects of the accounting for franchise taxes. ASU 2019-12 is effective for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. Management is currently evaluating the effect of these provisions on our financial position and results of operations. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting to simplify the accounting for contract modifications made to replace LIBOR or other reference rates that are expected to be discontinued because of the reference rate reform. The guidance provides optional expediates and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criterion are met. The optional expedients and exceptions can be applied to contract modifications made until December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in ASU 2021-01 are elective and apply to our debt instruments that may be modified as a result of the reference rate reform. We are continuing to evaluate these standards, as well as the timing of the transition of various rates in our debt instruments affected by reference rate reform. |
BluJay Acquisition
BluJay Acquisition | 6 Months Ended |
Aug. 31, 2021 | |
Business Combinations [Abstract] | |
BluJay Acquisition | 3. BluJay Acquisition On May 27, 2021, we entered into a Purchase Agreement with the BluJay Sellers. On September 1, 2021, we completed the acquisition of BluJay (BluJay Acquisition). Under the Purchase Agreement, we issued to the BluJay Sellers 72,383,299 shares of Class A Common Stock and paid approximately $ 770 million of cash which includes the repayment of BluJay's debt facility. The total purchase consideration for the BluJay Acquisition was $ 1.6 billion. In connection with the completion of the BluJay Acquisition, we secured $ 300 million in PIPE financing from institutional investors for the purchase of an aggregate of 28,909,022 shares of our Class A Common Stock. PIPE financing proceeds of $ 280 million were received in advance of BluJay Acquisition and were recorded as a payable to sellers on our Condensed Consolidated Balance Sheet as of August 31, 2021 . We also obtained a $ 380.0 million incremental term loan to our 2021 Term Loan, as defined below, and an $ 80.0 million increase to our 2021 Revolving Credit Facility, defined below. In addition, the letter of credit sublimit was increased from $ 15.0 million to $ 30.0 million upon completion of the BluJay Acquisition. Additionally, the Investor Rights Agreement was amended and restated to add certain of BluJay's existing stockholders as parties, including certain affiliates of Francisco Partners and Temasek as well as include a six month lock-up period from September 1, 2021 through February 28, 2022 for certain equityholders of E2open and BluJay. The Investor Rights Agreement also provides Francisco Partners and Temasek the right to nominate one member each to our board of directors. Mr. Deep Shah and Mr. Martin Fichtner became new directors on September 1, 2021 . The BluJay Acquisition will be presented in our financial statements and results of operations during our fiscal third quarter of 2022. |
Liquidity and Capital Resources
Liquidity and Capital Resources | 6 Months Ended |
Aug. 31, 2021 | |
Liquidity And Capital Resources [Abstract] | |
Liquidity and Capital Resources | 4. Liquidity and Capital Resources We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital, capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Current working capital needs relate mainly to employee compensation and benefits, as well as interest, debt repayments, capital expenditures and operating expenses. Our ability to expand and grow our business will depend on many factors, including working capital needs and the evolution of operating cash flows. We had $ 473.1 million in cash and cash equivalents as of August 31, 2021 , including $ 280.0 million of PIPE financing proceeds for the BluJay Acquisition. 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 2021 Revolving Credit Facility (see Note 9, Notes Payable ) will be sufficient to meet our working capital, debt repayment and capital expenditure requirements for at least the next twelve months. See Note 3, BluJay Acquisition for the additional equity and debt financing we incurred to purchase BluJay, which included increasing the 2021 Revolving Credit Facility by $ 80.0 million to a total of $ 155.0 million on September 1, 2021. 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 | 6 Months Ended |
Aug. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 5. Intangible Assets, Net Intangible assets, net consisted of the following: Successor August 31, 2021 ($ in thousands) Weighted Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,998 $ ā $ 109,998 Definite-lived: Customer relationships 20.0 299,963 ( 8,619 ) 291,344 Technology 8.5 369,960 ( 25,010 ) 344,950 Content library 10.0 50,000 ( 2,872 ) 47,128 Total definite-lived 719,923 ( 36,501 ) 683,422 Total intangible assets $ 829,921 $ ( 36,501 ) $ 793,420 Successor February 28, 2021 ($ in thousands) Weighted Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,924 $ ā $ 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 $ 15.9 million and $ 13.4 million for the three months ended August 31, 2021 and 2020 , respectively. We recorded amortization expense related to intangible assets of $ 31.2 million and $ 27.4 million for the six months ended August 31, 2021 and 2020 , respectively. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Aug. 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) August 31, 2021 February 28, 2021 Computer equipment $ 21,628 $ 14,707 Software 26,318 21,141 Furniture and fixtures 1,813 1,828 Leasehold improvements 8,360 7,722 Gross property and equipment 58,119 45,398 Less accumulated depreciation and amortization ( 10,424 ) ( 1,200 ) Property and equipment, net $ 47,695 $ 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 for additional information regarding our financing leases. Depreciation expense was $ 4.9 million and $ 3.5 million for the three months ended August 31, 2021 and 2020 , respectively. Depreciation expense was $ 9.8 million and $ 6.4 million for the six months ended August 31, 2021 and 2020 , respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Aug. 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) August 31, 2021 February 28, 2021 Accrued compensation $ 26,040 $ 34,298 Accrued severance and retention 132 349 Trade accounts payable 9,645 17,858 Accrued professional services 11,277 2,938 Restructuring liability 546 1,639 Taxes payable 4,070 1,892 Interest payable 1,473 1,293 Customer deposits 2,076 1,811 Other 9,172 8,155 Total accounts payable and accrued liabilities $ 64,431 $ 70,233 |
Tax Receivable Agreement
Tax Receivable Agreement | 6 Months Ended |
Aug. 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 Holdingsā 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 the overall cash flow that might have otherwise been available, but we expect the cash tax savings we will realize from the utilization of the related tax benefits will exceed the amount of any required payments. Pursuant to ASC 805, Business Combination and relevant tax law, we have calculated the fair value of the tax receivable agreement payments related to the transaction at the acquisition date and identified the timing of the utilization of the tax attributes. Under ASC 805, the Tax Receivable Agreement liability, as of the acquisition date, will be revalued at the end of each reporting period with the gain or loss as well as the associated interest reflected in the change in tax receivable agreement liability in the Condensed Consolidated Statements of Operations in the period in which the event occurred. Interest will accrue on the tax receivable agreement liability at a rate of LIBOR plus 100 basis points. In addition, under ASC 450, Contingencies transactions with partnership unit holders after the acquisition date will result in additional Tax Receivable Agreement liabilities that are recorded on a gross undiscounted basis. The Tax Receivable Agreement liability was $ 63.3 mill ion and $ 50.1 million as of August 31, 2021 and February 28, 2021 , respectively. The increase in the Tax Receivable Agreement liability was due to an increase in the ASC 805 discounted liability of $ 3.1 million and increase in the ASC 450 liability of $ 10.1 million. |
Notes Payable
Notes Payable | 6 Months Ended |
Aug. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 9. Notes Payable Notes payable outstanding were as follows: Successor ($ in thousands) August 31, 2021 February 28, 2021 2021 Term Loan $ 523,688 $ 525,000 Other notes payable 76 688 Total notes payable 523,764 525,688 Less unamortized debt issuance costs ( 17,149 ) ( 18,483 ) Total notes payable, net 506,615 507,205 Less current portion ( 3,999 ) ( 4,405 ) Notes payable, less current portion, net $ 502,616 $ 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 guarantorsā 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 August 31, 2021 and February 28, 2021 , the 2021 Term Loan had a variable interest rate of 3.75 % 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 August 31, 2021 and February 28, 2021. See Note 3, BluJay Acquisition for information related to additional debt incurred for the BluJay Acquisition. See Note 23, Subsequent Events for information related to borrowings under our 2021 Revolving Credit Facility. |
Contingent Consideration
Contingent Consideration | 6 Months Ended |
Aug. 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 805 and valued at fair market value. The contingent consideration liability was recorded at fair value on the acquisition date and will be remeasured at each reporting date and adjusted if necessary. Any gain or loss recognized from the remeasurement will be recorded in gain (loss) from the change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations as a nonoperating income (expense) as the change in fair value is not part of our core operating activities. The contingent consideration liability was $ 65.8 million and $ 129.4 million as of August 31, 2021 and February 28, 2021 , respectively. The fair value remeasurements resulted in a loss of $ 13.0 million and $ 76.4 million for the three and six months ended August 31, 2021 , respectively. There was no gain or loss for the three and six months ended August 31, 2020 as the contingent consideration liability was not recorded until February 4, 2021. The 8,120,367 shares of Series B-1 common stock, including the Sponsor Side Letter shares noted below, automatically convert into our Class A Common Stock on a one-to-one basis upon the occurrence of the first day on which the 5 -day VWAP of our Class A Common Stock is equal to at least $ 13.50 per share; provided, however, that the reference to $ 13.50 per share shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the closing of the Business Combination. As of June 8, 2021, the 5 -day VWAP of our Class A Common Stock exceeded $ 13.50 per share which was the triggering event for the Series B-1 common stock to automatically convert into our Class A Common Stock on a one-to-one basis . As such, 8,120,273 shares of Series B-1 common stock converted into 8,120,273 shares of Class A Common Stock. There were 94 shares of Series B-1 common stock pending conversion as of August 31, 2021. There were 3,372,184 shares of Series B-2 common stock outstanding as of August 31, 2021 . The Series B-2 common stock automatically convert into our Class A Common Stock on a one-to-one basis upon the occurrence of the first day on which the 20-day VWAP is equal to at least $ 15.00 per share; provided, however, that the reference to $ 15.00 per share shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the closing of the Business Combination. The 4,379,557 shares of Series 1 RCUs vest and become Common Units of E2open Holdings at such time as the 5 -day VWAP of the Class A Common Stock is at least $ 13.50 per share; however, the $ 13.50 per share threshold will be decreased by the aggregate amount of dividends per share paid following the closing of the Business Combination. As of June 8, 2021, the 5-day VWAP of our Class A Common Stock exceeded $ 13.50 per share which was the triggering event for the Series 1 RCUs to vest and become Common Units of E2open Holdings. As such, 4,379,557 Series 1 RCUs became 4,379,557 Common Units of E2open Holdings along with entitling the holders of the newly vested common units to 4,379,557 shares of Class V Common Stock. Catch-Up Payments were not required as a result of the Series 1 RCU vesting. There were 2,627,724 shares of Series 2 RCUs outstanding as of August 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 do not expect to in the future. Sponsor Side Letter In connection with the execution of the Business Combination Agreement, the Sponsor, certain investors and CCNB1ās 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 CCNB1ās Independent Directors automatically converted into 2,500,000 shares of Series B-1 Common Stock, which, collectively, are referred to as the Restricted Sponsor Shares. The vesting conditions of the shares of Series B-1 Common Stock mirrored the Series 1 RCUs. These restricted shares were treated as a contingent consideration liability under ASC 805 and valued at fair market value. The contingent consideration liability was recorded at fair value on the acquisition date and remeasured at each reporting date and adjusted if necessary. Any gain or loss recognized from the remeasurements was recorded in gain (loss) from the change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations as a nonoperating income (expense) as the change in fair value was not part of our core operating activities. As of June 8, 2021, the 5 -day VWAP of our Class A Common Stock exceeded $ 13.50 per share which was the triggering event for the Sponsor Side Letters shares to automatically convert into our Class A Common Stock on a one-to-one basis. As such, all of the Sponsor Side Letter shares converted into our Class A Common Stock and are included in the 8,120,273 Class A Common Stock discussed above. The contingent consideration liability was $ 21.4 million as of February 28, 2021 . The fair value remeasurements through June 8, 2021 resulted in a loss of $ 3.8 million and $ 13.7 million for the three and six months ended August 31, 2021 . There was no gain or loss for the three and six months ended August 31, 2020 as the Sponsor Side Letter was not entered into until February 4, 2021. 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 February 28, 2021 or prior to payment. The earn-out liability was earned in May 2021 and paid in July 2021. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Aug. 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 August 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 Gross Fair Value August 31, 2021 (Successor) Asset-backed securities $ 162 $ 57 $ ā $ 219 February 28, 2021 (Successor) Asset-backed securities $ 162 $ 62 $ ā $ 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 August 31, 2021 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market $ 4 $ ā $ ā $ 4 Total cash equivalents 4 ā ā 4 Investments: Asset-backed securities ā 219 ā 219 Total investments ā 219 ā 219 Total assets $ 4 $ 219 $ ā $ 223 Liabilities: Acquisition-related obligations $ ā $ ā $ ā $ ā Warrant liability ā ā 109,988 109,988 Contingent consideration ā ā 65,848 65,848 Total liabilities $ ā $ ā $ 175,836 $ 175,836 Successor February 28, 2021 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market $ 4 $ ā $ ā $ 4 Total cash equivalents 4 ā ā 4 Investments: Asset-backed securities ā 224 ā 224 Total investments ā 224 ā 224 Total assets $ 4 $ 224 $ ā $ 228 Liabilities: Acquisition-related obligations $ ā $ ā $ 2,000 $ 2,000 Warrant liability ā ā 68,772 68,772 Contingent consideration ā ā 150,808 150,808 Total liabilities $ ā $ ā $ 221,580 $ 221,580 Contingent Consideration The following table provides a reconciliation of the beginning and ending balances of acquisition related accrued earn-outs and contingent consideration using significant unobservable inputs (Level 3): Successor ($ in thousands) August 31, 2021 February 28, 2021 Beginning of period $ 152,808 $ 2,000 Acquisition date fair value of contingent consideration ā 184,548 Conversion to Class A Common Stock ( 175,000 ) ā Cash payments ( 2,000 ) ā Loss (gain) from fair value of contingent consideration 90,040 ( 33,740 ) End of period $ 65,848 $ 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). The following table provides a reconciliation of the warrant liability from February 4, 2021 through February 28, 2021 and February 28, 2021 through August 31, 2021: Successor ($ in thousands) August 31, 2021 February 28, 2021 Beginning of period $ 68,772 $ 91,959 Loss (gain) from fair value of warrant liability 41,216 ( 23,187 ) End of period $ 109,988 $ 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 use unobservable market input, and therefore the liabilities are classified as Level 3. 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. These valuation models use unobservable market input, and therefore the liability is classified as Level 3. |
Revenue
Revenue | 6 Months Ended |
Aug. 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 Successor Predecessor Three Months Ended Three Months Ended Six Months Ended Six Months Ended ($ in thousands) August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Americas $ 74,902 $ 77,741 $ 138,220 $ 157,799 Europe 1,298 1,373 2,622 2,697 Asia Pacific 1,879 2,703 3,564 4,445 Total revenue $ 78,079 $ 81,817 $ 144,406 $ 164,941 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 96 % and 95 % during the three months ended August 31, 2021 and 2020 , respectively. Americas revenue attributed to the United States was 96 % during the six months ended August 31, 2021 and 2020. No other country represented more than 10% of total revenue during these periods. During the three and six months ended August 31, 2021 , we recorded a $ 14.2 million and $ 36.7 million reduction to revenue to amortize the deferred revenue fair value adjustment that resulted from the purchase price allocation in the Business Combination, respectively. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed when they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient of ASC 606, Revenue from Contracts with Customers we have not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. As of August 31, 2021 and February 28, 2021 , approximately $ 586.5 million and $ 555.7 million of revenue was expected to be recognized from remaining performance obligations, respectively. These amounts are expected to be recognized over the next five years . Contract Assets and Liabilities Contract assets primarily represent contractual receivables recognized for performance obligations that have been satisfied but for which amounts have not been billed. Contract assets were $ 12.4 million and $ 13.4 million as of August 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 $ 110.3 million and $ 90.2 million as of August 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 August 31, 2021 and February 28, 2021 , the fair value adjustment to reduce deferred revenue as part of the Business Combination was $ 17.3 million and $ 54.0 million, respectively. Revenue recognized during the three and six months ended August 31, 2021 , included in deferred revenue on the Condensed Consolidated Balance Sheets as of February 28, 2021, was $ 21.1 million and $ 47.4 million, respectively. Sales Commissions With the adoption of ASC 606 and ASC 340-40, Contracts with Customers as of March 1, 2019, we began deferring and amortizing sales commissions that are incremental and directly related to obtaining customer contracts. Amortization expense of $ 0.2 million and $ 1.0 million was recorded in sales and marketing expense in the Condensed Consolidated Statements of Operations for the three months ended August 31, 2021 and 2020 , respectively. Amortization expense of $ 0.4 million and $ 2.0 million was recorded in sales and marketing expense for the six months ended August 31, 2021 and 2020, respectively. Certain sales commissions that would have an amortization period of less than a year are expensed as incurred in sales and marketing expense. As of August 31, 2021 and February 28, 2021 , we had a total of $ 5.3 million and $ 1.6 million of capitalized sales commissions included in prepaid expenses and other current assets and other noncurrent assets in the Condensed Consolidated Balance Sheets, respectively. |
Severance and Exit Costs
Severance and Exit Costs | 6 Months Ended |
Aug. 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 were as follows: Successor Predecessor Successor Predecessor Three Months Ended Three Months Ended Six Months Ended Six Months Ended ($ in thousands) August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Severance $ 614 $ 897 $ 654 $ 1,660 Lease exits 494 47 816 1,004 Total severance and exit costs $ 1,108 $ 944 $ 1,470 $ 2,664 Included in accounts payable and accrued liabilities as of August 31, 2021 and February 28, 2021 is a restructuring liability, primarily consisting of lease related obligations, of $ 0.5 million and $ 1.6 million, respectively, 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 provides a reconciliation of the severance and exit cost accruals from February 4, 2021 through February 28, 2021 and February 28, 2021 through August 31, 2021 : Successor ($ in thousands) August 31, 2021 February 28, 2021 Beginning of period $ 1,988 $ 3,730 Payments ( 2,200 ) ( 6,463 ) Impairment of right-of-use assets ( 580 ) ā Expenses 1,470 4,721 End of period $ 678 $ 1,988 |
Warrants
Warrants | 6 Months Ended |
Aug. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | 14. Warrants As of August 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 $ 110.0 million and $ 68.8 million as of August 31, 2021 and February 28, 2021, respectively. During the three and six months ended August 31, 2021 , a gain of $ 18.7 million and a loss of $ 41.2 million was recognized in gain (loss) from change in fair value of the warrant liability in the Condensed Consolidated Statements of Operations, respectively. No warrants have been exercised or redeemed to date. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Aug. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 15. Stockholdersā Equity Class V Common Stock We were authorized to issue 40,000,000 Class V common stock with a par value of $ 0.0001 per share. As of August 19, 2021, the number of shares authorized for issuance was increased to 42,747,890 Class V common stock with a par value of $ 0.0001 . These shares have no economic value but entitle the holder to one vote per share . The holders of Common Units are entitled to Class V common stock on a one for one basis. 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 Conversion of Series B-1 common stock (1) 8,120,273 ā ( 8,120,273 ) ā Conversion of Series 1 RCUs (2) ā 4,379,557 ā ā Business Combination post-close adjustment (3) 133,322 92,690 ā ā Conversion of Common Units (4) 2,623,409 ( 4,232,034 ) ā ā Repurchase shares (5) ( 176,654 ) ā ā ā Balance, August 31, 2021 197,751,492 35,876,893 94 3,372,184 (1) 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 . See Note 10, Contingent Consideration for additional information. (2) As of June 8, 2021, the 5-day VWAP of our Class A Common Stock exceeded $ 13.50 per share which was the triggering event for the Series 1 restricted common units to automatically convert into Common Units and the holders receive one share of Class V Common Stock . See Note 10, Contingent Consideration for additional information. (3) On July 6, 2021, pursuant to Section 3.5 of the Business Combination Agreement, we issued additional Class A Common Stock and Common Units valued at $ 3.0 million to each E2open Holdings member as part of the post-closing adjustment of consideration required as part of the merger transaction. (4) Class A Common Stock issued for the conversion of Common Units settled in stock. During the six months ended August 31, 2021 , we paid $ 16.8 million in cash for the repurchase of 1,615,326 Common Units that were converted into cash instead of stock at our option. Class V Common Stock is retired when Common Units are converted into Class A Common Stock or settled in cash. As a result of Common Unit conversions prior to August 19, 2021, 6,701 Class V Common Stock related to Common Unit conversions to Class A Common Stock were not issued and subsequently retired due to the limitation of authorized shares. (5) On July 13, 2021, our board of directors waived the Lock-up Period solely in respect of withholding shares to cover taxes upon the issuance of Class A Common Stock to the executive officers upon the conversion of the Series B-1 and Series B-2 common stock. The shares were repurchased at an average price of $ 14.00 per share, or $ 2.5 million, to cover withholding taxes associated with the Series B-1 conversion to Class A Common Stock. See Note 10, Contingent Consideration for additional details on the conversions. See Note 3, BluJay Acquisition for information regarding additional Class A Common Stock issuances and the lock-up period. 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 six months ended August 31, 2020 , we received $ 1.8 million in proceeds from the sale of membership units. |
Noncontrolling Interests
Noncontrolling Interests | 6 Months Ended |
Aug. 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 August 31, 2021 and February 28, 2021 , the noncontrolling interests represent a 15.8 % and 16.0 % ownership in E2open Holdings, respectively. 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. On June 8, 2021, the 4,379,557 Series 1 RCUs vested and became Common Units along with entitling the holders of the newly vested common units to 4,379,557 shares of Class V Common Stock. On July 6, 2021, pursuant to Section 3.5 of the Business Combination Agreement, we issued 103,929 additional Common Units to each E2open Holdings member in a pro rata amount reflecting the number of Common Units they received at the closing of the Business Combination as part of the post-closing adjustment as consideration required as part of the merger transaction. As part of the Business Combination, certain individuals were party to the Lock-Up Period which expired on August 4, 2021. As a result, 2,623,409 Common Units were converted into Class A Common Stock with a value of $ 27.2 million based off the 5-day VWAP and 1,615,326 Common Units were settled with the payment of $ 16.8 million of cash during the three and six months ended August 31, 2021 . This activity resulted in a decrease to noncontrolling interests of $ 44.0 million during the three and six months ended August 31, 2021. See Note 23, Subsequent Events for information on additional Common Unit conversions. As part of the BluJay Acquisition, certain individuals who are parties to the Investor Rights Agreements entered into a new lock-up period that will expire on February 28, 2022. As of August 31, 2021 and February 28, 2021 , there were a total of 35.9 million and 35.6 million Common Units held by participants of E2open Holdings, respectively. We follow the guidance issued by the FASB regarding the classification and measurement of redeemable securities. Accordingly, we have determined that the common units meet the requirements to be classified as permanent equity. |
Other Comprehensive (Loss) Inco
Other Comprehensive (Loss) Income | 6 Months Ended |
Aug. 31, 2021 | |
Statement Of Other Comprehensive Income [Abstract] | |
Other Comprehensive (Loss) Income | 17. Other Comprehensive (Loss) Income We did not reclass any items to the Condensed Consolidated Statements of Operations from accumulated other comprehensive (loss) income during the three and six months ended August 31, 2021 and 2020. Accumulated other comprehensive (loss) income in the equity section of our Condensed Consolidated Balance Sheets includes: Successor ($ in thousands) August 31, 2021 February 28, 2021 Foreign currency translation adjustment $ ( 2,660 ) $ 2,388 Accumulated other comprehensive (loss) income $ ( 2,660 ) $ 2,388 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Aug. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 18. Earnings Per Share Basic earnings per share is calculated as net income divided by the average number of shares of common stock outstanding. Diluted earnings per share assumes, when dilutive, the issuance of the net incremental shares from options and restricted shares. The following is a reconciliation of the denominators of the basic and diluted per share computations for net income: Successor Three Months Ended Six Months Ended (in thousands, except per share data) August 31, 2021 August 31, 2021 Net loss per share: Numerator - basic: Net loss per share: $ ( 23,988 ) $ ( 193,343 ) Less: Net loss attributable to noncontrolling interests (3,471 ) ( 30,568 ) Net loss attributable to E2open Parent Holdings, Inc. - basic $ ( 20,517 ) $ ( 162,775 ) Numerator - diluted: Net loss attributable to E2open Parent Holdings, Inc. - basic $ ( 20,517 ) $ ( 162,775 ) Add: Net loss and tax effect attributable to noncontrolling interests ā ā Net loss attributable to E2open Parent Holdings, Inc. - diluted $ ( 20,517 ) $ ( 162,775 ) Numerator - basic: Weighted average shares outstanding - basic 195,148 191,099 Net income per share - basic $ ( 0.11 ) $ ( 0.85 ) Numerator - diluted: Weighted average shares outstanding - basic 195,148 191,099 Weighted average effect of dilutive securities: Shares related to Common Units ā ā Weighted average shares outstanding - diluted 195,148 191,099 Diluted net income per common share $ ( 0.11 ) $ ( 0.85 ) 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 Six Months Ended August 31, 2021 August 31, 2021 Shares related to Series B-1 common stock 86 43 Shares related to Series B-2 common stock 3,372,184 3,372,184 Shares related to restricted common units Series 2 2,627,724 2,627,724 Shares related to warrants (1) 29,079,972 29,079,972 Shares related to Common Units 38,670,936 37,153,808 Shares related to options 2,583,320 2,583,320 Shares related to restricted stock 2,058,636 1,141,806 Units/Shares excluded from the dilution computation 78,392,858 75,958,857 (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 | 6 Months Ended |
Aug. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based and Unit-Based Compensation | 19. Share-Based and Unit-Based Compensation 2021 Incentive Plan The E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan (2021 Incentive Plan) became effective on the Closing Date with the approval of CCNB1ās 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. Our board of directors have approved the grant of options and RSUs under the 2021 Incentive Plan. Currently, all options are performance based and are measured based on obtaining an organic growth target over a one-year period with a quarter of the options vesting at the end of the performance period and the remaining options vesting equally over the following three years . Our executive officers and senior management have been granted these performance based options. Currently, we estimate that the performance target will be met at 100 %. The probability of meeting the performance target is remeasured each quarter and adjusted if needed. The RSUs are either performance based or time based. The performance based RSUs are measured based on obtaining an organic growth target over a one-year period with a quarter of the options vesting at the end of the performance period and the remaining options vesting equally over the following three years . Currently, we estimate that the performance target will be met at 100%. The probability of meeting the performance target is remeasured each quarter and adjusted if needed. The time based RSUs for executive officers, senior management and employees vest ratably over a three-year period while the time based RSUs for non-employee directors of our board of directors have a one-year vesting period. As of August 31, 2021 , there are 1,003,584 unvested performance based RSUs and 1,054,765 unvested time based RSUs. As of August 31, 2021 , there were 10,358,331 shares of Class A Common Stock available for grant under the 2021 Incentive Plan. Activity under the 2021 Incentive Plan related to options was as follows: Successor Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Balance, February 28, 2021 ā $ ā ā Granted 2,583 9.86 Balance, August 31, 2021 2,583 $ 9.86 9.5 As of August 31, 2021 , there was $ 5.1 million of unrecognized compensation cost related to unvested options. Activity under the 2021 Incentive Plan related to RSUs was as follows: Successor Number of Units Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2021 ā $ ā ā Granted 2,105 12.84 Forfeited ( 47 ) 12.87 Balance, August 31, 2021 2,058 $ 12.84 3.1 As of August 31, 2021 , there was $ 24.0 million of unrecognized compensation cost related to unvested RSUs. The estimated grant-date fair values of the options granted during the six months ended August 31, 2021 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Expected term (in years) 6.25 Expected equity price volatility 46.39 % - 46.65 % Risk-free interest rate 0.96 % - 1.12 % Expected dividend yield 0 % See Note 23, Subsequent Events for information related to additional RSU grants. 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 period (Time-Based Units) or based upon an exit event (Exit-Based Units). The vesting of both the Time-Based Units and Exit-Based Units were subject to the employeeās continued employment with the E2open Holdings. Fair value of the unit options was determined on the date of grant using a pricing model affected by E2open Holdingsā unit price, as well as by certain assumptions including E2open Holdingsā 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 no t 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 Holdingsā unit option plan was as follows: Predecessor Number of Units Weighted Average Exercise Price Per Unit Weighted Average Term (in years) Balance, February 29, 2020 22,001 $ 1.51 1.9 Exercised ( 1,290 ) 1.45 Forfeited ( 287 ) 1.64 Balance, August 31, 2020 20,424 $ 1.51 1.4 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 no t recognize any compensation expense for Exit-Based units for the three and six months ended August 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 period (Time-Based Units) or based upon an exit event (Exit-Based Units). The vesting of both the Time-Based Units and Exit-Based Units were subject to the employeeās continued employment with E2open Holdings. E2open Holdings authorized 32.0 million units under the 2015 Restricted Plan. As of February 3, 2021 and February 29, 2020, outstanding restricted units were 22.0 million. No restricted units were available for grant as of February 3, 2021. The 2015 Restricted Plan was terminated as part of the Business Combination. Activity under E2open Holdingsā 2015 Restricted Plan was as follows: Predecessor Number of Units 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 ( 1,929 ) 1.48 Balance, August 31, 2020 7,026 $ 1.38 0.8 The aggregate fair value of units vested during the three and six months ended August 31, 2020 was $ 1.4 million and $ 2.8 million, respectively. Unrecognized compensation expense related to the Class B units was $ 5.4 million as of the February 3, 2021, which was expected to be recognized over a weighted-average period of approximately one year . E2open Holdings did no t recognize any compensation expense for Exit-Based Units for the three and six months ended August 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 Successor Predecessor Three Months Ended Three Months Ended Six Months Ended Six Months Ended ($ in thousands) August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Cost of revenue $ 257 $ 115 $ 457 $ 225 Research and development 374 123 697 292 Sales and marketing 478 185 760 376 General and administrative 1,400 1,548 2,638 3,124 Total share-based and unit-based $ 2,509 $ 1,971 $ 4,552 $ 4,017 |
Leases
Leases | 6 Months Ended |
Aug. 31, 2020 | |
Leases [Abstract] | |
Leases | 20. Leases Effective March 1, 2021, we began accounting for leases in accordance with ASC 842, Leases , which requires lessees to recognize lease liabilities and ROU assets on the balance sheet for most operating leases. Prior to March 1, 2021, we accounted for leases in accordance with ASC 840, Leases , under which operating leases were not recorded on the balance sheet. We made the accounting policy election not to apply the recognition provisions of ASC 842 to short-term leases which are leases with a lease term of 12 months or less. Instead, we 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 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 August 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 August 31, 2021 Operating lease right-of-use assets Operating lease right-of-use assets $ 19,266 Finance lease right-of-use asset Property and equipment, net 5,117 Total right-of-use assets $ 24,383 Successor ($ in thousands) Balance Sheet Location August 31, 2021 Operating lease liability - current Current portion of operating lease obligations $ 4,788 Operating lease liability Operating lease obligations 14,975 Finance lease liability - current Current portion of finance lease obligations 2,406 Finance lease liability Finance lease obligations 2,211 Total lease liabilities $ 24,380 Lease Cost and Cash Flows The following table summarizes our total lease cost: Successor Three Months Ended Six Months Ended ($ in thousands) August 31, 2021 August 31, 2021 Finance lease cost: Amortization of right-of-use asset $ 398 $ 1,591 Interest on lease liability 287 417 Finance lease cost 685 2,008 Operating lease cost: Operating lease cost 1,143 2,492 Variable lease cost 1,178 1,979 Sublease income ( 359 ) ( 533 ) Operating net lease cost 1,962 3,938 Total net lease cost $ 2,647 $ 5,946 We currently do not have any short-term leases. Rent expense for the three and six months ended August 31, 2020 was $ 2.1 million and $ 4.3 million which was recognized under ASC 840, Leases . Supplemental cash flow information related to leases was as follows: Successor Six Months Ended ($ in thousands) August 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 3,197 The following table presents the weighted-average remaining lease terms and discount rates of our leases: Successor Six Months Ended August 31, 2021 Weighted -average remaining lease term (in years): Finance lease 1.98 Operating lease 5.20 Weighted-average discount rate: Finance lease 9.20 % Operating lease 4.43 % Lease Liability Maturity Analysis The following table reflects the undiscounted future cash flows utilized in the calculation of the lease liabilities as of August 31, 2021: ($ in thousands) Operating Leases Finance Leases September 1, 2021 to February 28, 2022 $ 2,787 $ 638 2023 4,970 2,271 2024 4,200 2,104 2025 3,125 ā 2026 2,450 ā Thereafter 4,616 ā Total 22,148 5,013 Less: Present value discount ( 2,385 ) ( 396 ) Lease liabilities $ 19,763 $ 4,617 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 were as follows for the fiscal years ended: ($ in thousands) Amount 2022 $ 8,507 2023 6,540 2024 5,555 2025 4,204 2026 3,218 Thereafter 5,434 Total minimum lease payments $ 33,458 |
Income Taxes
Income Taxes | 6 Months Ended |
Aug. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 21. Income Taxes We calculate the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to āordinaryā 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 $ 6.0 million f or the three months ended August 31, 2021 compared to $ 6.2 million for the three months ended August 31, 2020 . Our effective tax rate was 33.3 % for the three months ended August 31, 2021 , a decrease of 21.6 %, compared to 54.9 % for the three months ended August 31, 2020.Our provision for income taxes was $ 7.4 mil lion for the six months ended August 31, 2021 compared to $ 14.4 million for the six months ended August 31, 2020. Our effective tax rate was 4.0 % for the six months ended August 31, 2021, a decrease o f 49.5 %, co mpared to 53.5 % for the six months ended August 31, 2020. The decrease in the provision for income taxes and effective tax rate was 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 fiscal 2022 of losses attributable to our noncontrolling interest in our affiliate. As of August 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 August 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 | 6 Months Ended |
Aug. 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 Condensed Consolidated Balance Sheets, Statements of Operations or Statements of Cash Flows. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent Events On September 1, 2021, we completed the BluJay Acquisition. The BluJay Acquisition will be presented in our financial statements and results of operations during our fiscal third quarter of 2022. See Note 3, BluJay Acquisition for details. On September 1, 2021, certain executives and senior management were granted an aggregate of 180,068 RSUs with a grant date fair value of $ 11.94 per share. All of these RSUs are service based which will vest ratably over a three-year period. On September 10, 2021, 958,539 Common Units were converted into an equivalent number of Class A Common Stock. On September 29, 2021, we borrowed $ 15.0 million under the 2021 Revolving Credit Facility. On October 1, 2021, senior management and employees were granted an aggregate of 111,506 RSUs with a grant date fair value of $ 11.30 per share. All of these RSUs are service based which will vest ratably over a three-year period. On October 11, 2021, 194,379 Common Units were converted into an equivalent number of Class A Common Stock. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 6 Months Ended |
Aug. 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 āPredecessorā for periods prior to the Closing Date and of the Company as āSuccessorā 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 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 and six months ended August 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 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 ). The core principle of ASC 842, Leases is that a lessee should recognize the assets and liabilities that arise from leases. For operating leases, a lessee is required to recognize a right-of-use (ROU) asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. This standard is effective for calendar fiscal years beginning after December 15, 2021. Earlier application is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. We adopted this standard as of March 1, 2021 utilizing the modified retrospective approach and elected a set of practical expedients that allowed us not to reassess whether contracts are or contain leases, lease classification or initial direct costs for existing leases. See Note 20, Leases for more information related to our leases. In October 2018, the FASB issued ASU 2018-17, Consolidated (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities . This standard is intended to improve the accounting when considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. ASU 2018-17 is effective for fiscal years beginning after December 15, 2020, and interim periods within those years. All entities are required to apply this standard retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. We adopted this standard as of March 1, 2021 and it did no t have a material impact on our consolidated financial statements. Recent Accounting Guidance Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments ā Credit Losses (ASC 326) , which is intended to provide financial statement users with more useful information about expected credit losses on financial assets held by a reporting entity at each reporting date. This standard replaces the existing incurred loss impairment methodology with an approach that requires consideration of a broader range of reasonable and supportable forward-looking information to estimate all expected credit losses. This standard is effective for the fiscal year beginning after December 15, 2022, and all interim periods within. Early adoption is permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles ā Goodwill and Other ā Internal-Use Software (Subtopic 350-40): Customerās Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This standard provides guidance on accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The amendments in this standard should be applied either retrospectively or prospectively to all implementation costs incurred after the adoption date. The standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those years. Earlier application is permitted. We do not expect the adoption of this standard will have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The guidance amends certain disclosure requirements that had become redundant, outdated or superseded. Additionally, this guidance amends accounting for the interim period effects of changes in tax laws or rates and simplifies aspects of the accounting for franchise taxes. ASU 2019-12 is effective for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. Management is currently evaluating the effect of these provisions on our financial position and results of operations. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting to simplify the accounting for contract modifications made to replace LIBOR or other reference rates that are expected to be discontinued because of the reference rate reform. The guidance provides optional expediates and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criterion are met. The optional expedients and exceptions can be applied to contract modifications made until December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in ASU 2021-01 are elective and apply to our debt instruments that may be modified as a result of the reference rate reform. We are continuing to evaluate these standards, as well as the timing of the transition of various rates in our debt instruments affected by reference rate reform. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: Successor August 31, 2021 ($ in thousands) Weighted Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,998 $ ā $ 109,998 Definite-lived: Customer relationships 20.0 299,963 ( 8,619 ) 291,344 Technology 8.5 369,960 ( 25,010 ) 344,950 Content library 10.0 50,000 ( 2,872 ) 47,128 Total definite-lived 719,923 ( 36,501 ) 683,422 Total intangible assets $ 829,921 $ ( 36,501 ) $ 793,420 Successor February 28, 2021 ($ in thousands) Weighted Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,924 $ ā $ 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) | 6 Months Ended |
Aug. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: Successor ($ in thousands) August 31, 2021 February 28, 2021 Computer equipment $ 21,628 $ 14,707 Software 26,318 21,141 Furniture and fixtures 1,813 1,828 Leasehold improvements 8,360 7,722 Gross property and equipment 58,119 45,398 Less accumulated depreciation and amortization ( 10,424 ) ( 1,200 ) Property and equipment, net $ 47,695 $ 44,198 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Aug. 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) August 31, 2021 February 28, 2021 Accrued compensation $ 26,040 $ 34,298 Accrued severance and retention 132 349 Trade accounts payable 9,645 17,858 Accrued professional services 11,277 2,938 Restructuring liability 546 1,639 Taxes payable 4,070 1,892 Interest payable 1,473 1,293 Customer deposits 2,076 1,811 Other 9,172 8,155 Total accounts payable and accrued liabilities $ 64,431 $ 70,233 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Outstanding | Notes payable outstanding were as follows: Successor ($ in thousands) August 31, 2021 February 28, 2021 2021 Term Loan $ 523,688 $ 525,000 Other notes payable 76 688 Total notes payable 523,764 525,688 Less unamortized debt issuance costs ( 17,149 ) ( 18,483 ) Total notes payable, net 506,615 507,205 Less current portion ( 3,999 ) ( 4,405 ) Notes payable, less current portion, net $ 502,616 $ 502,800 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Investments | The following tables set forth details about our investments: ($ in thousands) Cost Gross Gross Fair Value August 31, 2021 (Successor) Asset-backed securities $ 162 $ 57 $ ā $ 219 February 28, 2021 (Successor) Asset-backed securities $ 162 $ 62 $ ā $ 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 August 31, 2021 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market $ 4 $ ā $ ā $ 4 Total cash equivalents 4 ā ā 4 Investments: Asset-backed securities ā 219 ā 219 Total investments ā 219 ā 219 Total assets $ 4 $ 219 $ ā $ 223 Liabilities: Acquisition-related obligations $ ā $ ā $ ā $ ā Warrant liability ā ā 109,988 109,988 Contingent consideration ā ā 65,848 65,848 Total liabilities $ ā $ ā $ 175,836 $ 175,836 Successor February 28, 2021 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market $ 4 $ ā $ ā $ 4 Total cash equivalents 4 ā ā 4 Investments: Asset-backed securities ā 224 ā 224 Total investments ā 224 ā 224 Total assets $ 4 $ 224 $ ā $ 228 Liabilities: Acquisition-related obligations $ ā $ ā $ 2,000 $ 2,000 Warrant liability ā ā 68,772 68,772 Contingent consideration ā ā 150,808 150,808 Total liabilities $ ā $ ā $ 221,580 $ 221,580 |
Reconciliation of Beginning and Ending Balances of Acquisition Related Accrued Earn-Outs Using Significant Unobservable Inputs (Level 3) | The following table provides a reconciliation of the beginning and ending balances of acquisition related accrued earn-outs and contingent consideration using significant unobservable inputs (Level 3): Successor ($ in thousands) August 31, 2021 February 28, 2021 Beginning of period $ 152,808 $ 2,000 Acquisition date fair value of contingent consideration ā 184,548 Conversion to Class A Common Stock ( 175,000 ) ā Cash payments ( 2,000 ) ā Loss (gain) from fair value of contingent consideration 90,040 ( 33,740 ) End of period $ 65,848 $ 152,808 |
Reconciliation of Warrant Liability | Our warrant liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The following table provides a reconciliation of the warrant liability from February 4, 2021 through February 28, 2021 and February 28, 2021 through August 31, 2021: Successor ($ in thousands) August 31, 2021 February 28, 2021 Beginning of period $ 68,772 $ 91,959 Loss (gain) from fair value of warrant liability 41,216 ( 23,187 ) End of period $ 109,988 $ 68,772 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue by Geographic Region | Revenue by geographic regions consisted of the following: Successor Predecessor Successor Predecessor Three Months Ended Three Months Ended Six Months Ended Six Months Ended ($ in thousands) August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Americas $ 74,902 $ 77,741 $ 138,220 $ 157,799 Europe 1,298 1,373 2,622 2,697 Asia Pacific 1,879 2,703 3,564 4,445 Total revenue $ 78,079 $ 81,817 $ 144,406 $ 164,941 |
Severance and Exit Costs (Table
Severance and Exit Costs (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Severance and Exit Costs Included in Acquisitions | Severance and exit costs included in acquisition-related expenses in the Condensed Consolidated Statements of Operations were as follows: Successor Predecessor Successor Predecessor Three Months Ended Three Months Ended Six Months Ended Six Months Ended ($ in thousands) August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Severance $ 614 $ 897 $ 654 $ 1,660 Lease exits 494 47 816 1,004 Total severance and exit costs $ 1,108 $ 944 $ 1,470 $ 2,664 |
Schedule of Changes in Severance and Exit Costs Accruals | The following table provides a reconciliation of the severance and exit cost accruals from February 4, 2021 through February 28, 2021 and February 28, 2021 through August 31, 2021 : Successor ($ in thousands) August 31, 2021 February 28, 2021 Beginning of period $ 1,988 $ 3,730 Payments ( 2,200 ) ( 6,463 ) Impairment of right-of-use assets ( 580 ) ā Expenses 1,470 4,721 End of period $ 678 $ 1,988 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Aug. 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 Conversion of Series B-1 common stock (1) 8,120,273 ā ( 8,120,273 ) ā Conversion of Series 1 RCUs (2) ā 4,379,557 ā ā Business Combination post-close adjustment (3) 133,322 92,690 ā ā Conversion of Common Units (4) 2,623,409 ( 4,232,034 ) ā ā Repurchase shares (5) ( 176,654 ) ā ā ā Balance, August 31, 2021 197,751,492 35,876,893 94 3,372,184 (1) 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 . See Note 10, Contingent Consideration for additional information. (2) As of June 8, 2021, the 5-day VWAP of our Class A Common Stock exceeded $ 13.50 per share which was the triggering event for the Series 1 restricted common units to automatically convert into Common Units and the holders receive one share of Class V Common Stock . See Note 10, Contingent Consideration for additional information. (3) On July 6, 2021, pursuant to Section 3.5 of the Business Combination Agreement, we issued additional Class A Common Stock and Common Units valued at $ 3.0 million to each E2open Holdings member as part of the post-closing adjustment of consideration required as part of the merger transaction. (4) Class A Common Stock issued for the conversion of Common Units settled in stock. During the six months ended August 31, 2021 , we paid $ 16.8 million in cash for the repurchase of 1,615,326 Common Units that were converted into cash instead of stock at our option. Class V Common Stock is retired when Common Units are converted into Class A Common Stock or settled in cash. As a result of Common Unit conversions prior to August 19, 2021, 6,701 Class V Common Stock related to Common Unit conversions to Class A Common Stock were not issued and subsequently retired due to the limitation of authorized shares. (5) On July 13, 2021, our board of directors waived the Lock-up Period solely in respect of withholding shares to cover taxes upon the issuance of Class A Common Stock to the executive officers upon the conversion of the Series B-1 and Series B-2 common stock. The shares were repurchased at an average price of $ 14.00 per share, or $ 2.5 million, to cover withholding taxes associated with the Series B-1 conversion to Class A Common Stock. See Note 10, Contingent Consideration for additional details on the conversions. |
Other Comprehensive (Loss) In_2
Other Comprehensive (Loss) Income (Tables) | 6 Months Ended |
Aug. 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 (loss) income in the equity section of our Condensed Consolidated Balance Sheets includes: Successor ($ in thousands) August 31, 2021 February 28, 2021 Foreign currency translation adjustment $ ( 2,660 ) $ 2,388 Accumulated other comprehensive (loss) income $ ( 2,660 ) $ 2,388 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Aug. 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 Six Months Ended (in thousands, except per share data) August 31, 2021 August 31, 2021 Net loss per share: Numerator - basic: Net loss per share: $ ( 23,988 ) $ ( 193,343 ) Less: Net loss attributable to noncontrolling interests (3,471 ) ( 30,568 ) Net loss attributable to E2open Parent Holdings, Inc. - basic $ ( 20,517 ) $ ( 162,775 ) Numerator - diluted: Net loss attributable to E2open Parent Holdings, Inc. - basic $ ( 20,517 ) $ ( 162,775 ) Add: Net loss and tax effect attributable to noncontrolling interests ā ā Net loss attributable to E2open Parent Holdings, Inc. - diluted $ ( 20,517 ) $ ( 162,775 ) Numerator - basic: Weighted average shares outstanding - basic 195,148 191,099 Net income per share - basic $ ( 0.11 ) $ ( 0.85 ) Numerator - diluted: Weighted average shares outstanding - basic 195,148 191,099 Weighted average effect of dilutive securities: Shares related to Common Units ā ā Weighted average shares outstanding - diluted 195,148 191,099 Diluted net income per common share $ ( 0.11 ) $ ( 0.85 ) |
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 Six Months Ended August 31, 2021 August 31, 2021 Shares related to Series B-1 common stock 86 43 Shares related to Series B-2 common stock 3,372,184 3,372,184 Shares related to restricted common units Series 2 2,627,724 2,627,724 Shares related to warrants (1) 29,079,972 29,079,972 Shares related to Common Units 38,670,936 37,153,808 Shares related to options 2,583,320 2,583,320 Shares related to restricted stock 2,058,636 1,141,806 Units/Shares excluded from the dilution computation 78,392,858 75,958,857 (1) The warrants include the public warrants, private placement warrants and Forward Purchase Warrants. |
Share-Based and Unit-Based Co_2
Share-Based and Unit-Based Compensation (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Summary of Option Plan Activity | Activity under E2open Holdingsā unit option plan was as follows: Predecessor Number of Units Weighted Average Exercise Price Per Unit Weighted Average Term (in years) Balance, February 29, 2020 22,001 $ 1.51 1.9 Exercised ( 1,290 ) 1.45 Forfeited ( 287 ) 1.64 Balance, August 31, 2020 20,424 $ 1.51 1.4 |
Schedule of Restricted Equity Plan | Activity under E2open Holdingsā 2015 Restricted Plan was as follows: Predecessor Number of Units 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 ( 1,929 ) 1.48 Balance, August 31, 2020 7,026 $ 1.38 0.8 |
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 Successor Predecessor Three Months Ended Three Months Ended Six Months Ended Six Months Ended ($ in thousands) August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 Cost of revenue $ 257 $ 115 $ 457 $ 225 Research and development 374 123 697 292 Sales and marketing 478 185 760 376 General and administrative 1,400 1,548 2,638 3,124 Total share-based and unit-based $ 2,509 $ 1,971 $ 4,552 $ 4,017 |
2021 Incentive Plan | |
Summary of Option Plan Activity | Activity under the 2021 Incentive Plan related to options was as follows: Successor Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Balance, February 28, 2021 ā $ ā ā Granted 2,583 9.86 Balance, August 31, 2021 2,583 $ 9.86 9.5 |
Schedule of Restricted Equity Plan | Activity under the 2021 Incentive Plan related to RSUs was as follows: Successor Number of Units Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2021 ā $ ā ā Granted 2,105 12.84 Forfeited ( 47 ) 12.87 Balance, August 31, 2021 2,058 $ 12.84 3.1 |
Summary of Estimated Grant-Date Fair Values Assumptions | The estimated grant-date fair values of the options granted during the six months ended August 31, 2021 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Expected term (in years) 6.25 Expected equity price volatility 46.39 % - 46.65 % Risk-free interest rate 0.96 % - 1.12 % Expected dividend yield 0 % |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Aug. 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 August 31, 2021 Operating lease right-of-use assets Operating lease right-of-use assets $ 19,266 Finance lease right-of-use asset Property and equipment, net 5,117 Total right-of-use assets $ 24,383 Successor ($ in thousands) Balance Sheet Location August 31, 2021 Operating lease liability - current Current portion of operating lease obligations $ 4,788 Operating lease liability Operating lease obligations 14,975 Finance lease liability - current Current portion of finance lease obligations 2,406 Finance lease liability Finance lease obligations 2,211 Total lease liabilities $ 24,380 |
Summary of Lease Cost | The following table summarizes our total lease cost: Successor Three Months Ended Six Months Ended ($ in thousands) August 31, 2021 August 31, 2021 Finance lease cost: Amortization of right-of-use asset $ 398 $ 1,591 Interest on lease liability 287 417 Finance lease cost 685 2,008 Operating lease cost: Operating lease cost 1,143 2,492 Variable lease cost 1,178 1,979 Sublease income ( 359 ) ( 533 ) Operating net lease cost 1,962 3,938 Total net lease cost $ 2,647 $ 5,946 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: Successor Six Months Ended ($ in thousands) August 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 3,197 |
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 Six Months Ended August 31, 2021 Weighted -average remaining lease term (in years): Finance lease 1.98 Operating lease 5.20 Weighted-average discount rate: Finance lease 9.20 % Operating lease 4.43 % |
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 August 31, 2021: ($ in thousands) Operating Leases Finance Leases September 1, 2021 to February 28, 2022 $ 2,787 $ 638 2023 4,970 2,271 2024 4,200 2,104 2025 3,125 ā 2026 2,450 ā Thereafter 4,616 ā Total 22,148 5,013 Less: Present value discount ( 2,385 ) ( 396 ) Lease liabilities $ 19,763 $ 4,617 |
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 were as follows for the fiscal years ended: ($ in thousands) Amount 2022 $ 8,507 2023 6,540 2024 5,555 2025 4,204 2026 3,218 Thereafter 5,434 Total minimum lease payments $ 33,458 |
Accounting Standards - Addition
Accounting Standards - Additional Information (Details) | Aug. 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 |
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 |
BluJay Acquisition - Additional
BluJay Acquisition - Additional Information (Details) - USD ($) $ in Thousands | Sep. 01, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Feb. 04, 2021 |
Business Acquisition [Line Items] | ||||
Proceeds from PIPE financing | $ 280,000 | $ 0 | ||
Purchase agreement description | The Investor Rights Agreement also provides Francisco Partners and Temasek the right to nominate one member each to our board of directors. Mr. Deep Shah and Mr. Martin Fichtner became new directors on September 1, 2021 | |||
Investor rights agreement, amendment, description | Additionally, the Investor Rights Agreement was amended and restated to add certain of BluJay's existing stockholders as parties, including certain affiliates of Francisco Partners and Temasek as well as include a six month lock-up period from September 1, 2021 through February 28, 2022 for certain equityholders of E2open and BluJay. | |||
Investor rights agreement, additional lock-up period | 6 months | |||
2021 Revolving Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Line of credit, sublimit | $ 15,000 | |||
Purchase Agreement | 2021 Term Loan | ||||
Business Acquisition [Line Items] | ||||
Line of credit facility, additional borrowing amount | $ 380,000 | |||
Purchase Agreement | 2021 Revolving Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Line of credit facility, additional borrowing amount | 80,000 | |||
Line of credit, sublimit | 15,000 | $ 30,000 | ||
Purchase Agreement | Class A ordinary shares | Pipe Investment | ||||
Business Acquisition [Line Items] | ||||
Advance proceeds from issuance of common stock | 280,000 | |||
Proceeds from PIPE financing | $ 300,000 | |||
Stock issued during period shares acquisitions | 28,909,022 | |||
Purchase Agreement | BluJay TopCo Limited | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, cash consideration | $ 770,000 | |||
Purchase consideration | $ 1,600,000 | |||
Purchase Agreement | BluJay TopCo Limited | Class A ordinary shares | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, number of shares issued | 72,383,299 |
Liquidity and Capital Resourc_2
Liquidity and Capital Resources - Additional Information (Details) - USD ($) | Sep. 01, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Feb. 04, 2021 | Aug. 31, 2020 |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 473,133,000 | $ 194,717,000 | $ 19,813,000 | ||
Cash and cash equivalents from acquisition | 280,000 | ||||
Maximum borrowing capacity available under its revolving credit facility | $ 75,000,000 | ||||
2021 Revolving Credit Facility | |||||
Cash and Cash Equivalents [Line Items] | |||||
Maximum borrowing capacity available under its revolving credit facility | $ 75,000,000 | ||||
Subsequent Event | BluJay TopCo Limited | 2021 Revolving Credit Facility | |||||
Cash and Cash Equivalents [Line Items] | |||||
Maximum borrowing capacity available under its revolving credit facility | $ 155,000,000 | ||||
Increase in line of credit facility | $ 80,000,000 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Aug. 31, 2021 | Feb. 28, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 109,924 | |
Definite-lived intangible assets, Cost | $ 719,923 | 720,213 |
Definite-lived intangible assets, Accumulated Amortized | (36,501) | (5,286) |
Definite-lived intangible assets, Net | 683,422 | 714,927 |
Total intangible assets, Cost | 829,921 | 830,137 |
Total intangible assets, Net | $ 793,420 | $ 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 | $ 299,963 | $ 300,107 |
Definite-lived intangible assets, Accumulated Amortized | (8,619) | (1,248) |
Definite-lived intangible assets, Net | $ 291,344 | $ 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 | $ 369,960 | $ 370,106 |
Definite-lived intangible assets, Accumulated Amortized | (25,010) | (3,621) |
Definite-lived intangible assets, Net | $ 344,950 | $ 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 | (2,872) | (417) |
Definite-lived intangible assets, Net | $ 47,128 | $ 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 | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Intangible assets amortization expense | $ 15.9 | $ 13.4 | $ 31.2 | $ 27.4 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Feb. 28, 2021 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 58,119 | $ 45,398 |
Less accumulated depreciation and amortization | (10,424) | (1,200) |
Property and equipment, net | 47,695 | 44,198 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 21,628 | 14,707 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 26,318 | 21,141 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 1,813 | 1,828 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 8,360 | $ 7,722 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 4.9 | $ 3.5 | $ 9.8 | $ 6.4 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Feb. 28, 2021 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 26,040 | $ 34,298 |
Accrued severance and retention | 132 | 349 |
Trade accounts payable | 9,645 | 17,858 |
Accrued professional services | 11,277 | 2,938 |
Restructuring liability | 546 | 1,639 |
Taxes payable | 4,070 | 1,892 |
Interest payable | 1,473 | 1,293 |
Customer deposits | 2,076 | 1,811 |
Other | 9,172 | 8,155 |
Total accounts payable and accrued liabilities | $ 64,431 | $ 70,233 |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 31, 2021 | Feb. 28, 2021 | |
Tax Receivable Agreement [Line Items] | ||
Tax savings rate | 15.00% | |
Tax rate | 24.10% | |
Imputed interest rate | 7.00% | |
Tax receivable agreement liability | $ 63,325 | $ 50,114 |
Increase in ASC 805 discounted liability | 3,100 | |
Increase in ASC 450 liability | $ 10,100 | |
LIBOR | ||
Tax Receivable Agreement [Line Items] | ||
Basis points | 100.00% | |
Class A ordinary shares | ||
Tax Receivable Agreement [Line Items] | ||
Business combination tax receivable agreement retain tax benefit remaining of cash saving | 85.00% |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable Outstanding (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Feb. 28, 2021 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 523,764 | $ 525,688 |
Less current portion | (3,999) | (4,405) |
Notes payable, less current portion, net | 502,616 | 502,800 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Less unamortized debt issuance costs | (17,149) | (18,483) |
Total notes payable, net | 506,615 | 507,205 |
Less current portion | (3,999) | (4,405) |
Notes payable, less current portion, net | 502,616 | 502,800 |
Notes Payable | Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 76 | 688 |
Notes Payable | 2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 523,688 | $ 525,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Thousands | Feb. 04, 2021 | Aug. 31, 2021 | Feb. 28, 2021 |
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 75,000 | ||
2021 Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 75,000 | ||
Line of credit, sublimit | 15,000 | ||
Line of credit facility, mature date | Feb. 4, 2026 | ||
2021 Term Loan | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | 525,000 | $ 0 | |
Line of credit, frequency of payments | quarterly | ||
Line of credit, installments amount | 1,300 | ||
Line of credit facility, mature date | Feb. 4, 2028 | ||
Line of credit, minimum additional borrowing amount | $ 2,000 | ||
Interest rate | 3.75% | 3.69% |
Contingent Consideration - Addi
Contingent Consideration - Additional Information (Details) - USD ($) | Jul. 06, 2021 | Jun. 08, 2021 | Jun. 08, 2021 | Oct. 14, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Jun. 08, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Feb. 28, 2021 | ||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||||
Contingent consideration liability | $ 65,800,000 | $ 65,800,000 | $ 129,400,000 | |||||||||
Contingent consideration liability remeasured loss | 13,000,000 | 76,400,000 | ||||||||||
Business Combination Contingent Consideration Arrangements Change In Amount Of Contingent Consideration Liability1 | 16,780,000 | $ 0 | $ 90,040,000 | $ 0 | ||||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 13.50 | |||||||||||
Business Combination Contingent Consideration Liability Current | 2,000,000 | |||||||||||
Cloud Logistics and Averetek | ||||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||||
Business Combination Contingent Consideration Liability Current | 2,000 | $ 2,000 | 2,000 | |||||||||
Sponsor Side Letter Agreement | ||||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||||
Contingent consideration liability | $ 21,400,000 | |||||||||||
Contingent consideration liability remeasured loss | $ 3,800 | 13,700,000 | ||||||||||
Business Combination Contingent Consideration Arrangements Change In Amount Of Contingent Consideration Liability1 | $ 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 | 8,120,367 | ||||||||||
Common Stock Conversion Features | Series B-1 common stock to automatically convert into our Class A Common Stock on a one-to-one basis | the Series B-1 common stock to automatically convert into our Class A Common Stock on a one-to-one basis | ||||||||||
Number of days volume-weighted average price | 5 days | |||||||||||
Conversion of Stock Shares Waiting to be Converted | 94 | |||||||||||
Common Stock Minimum Conversion Price Per Share Equal To Volume Weighted Average Price Of Class A Common Stock | $ 13.50 | $ 13.50 | ||||||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 13.50 | |||||||||||
Conversion Of Stock Shares Converted1 | 8,120,273 | 8,120,273 | [1] | |||||||||
Series B-1 common stock | Sponsor Side Letter Agreement | CC Neuberger Principal Holdings I Sponsor LLC and Independent Directors | ||||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||||
Conversion Of Stock Shares Issued1 | 2,500,000 | |||||||||||
Series B-2 common stock | ||||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||||
Common stock, shares outstanding | 3,372,184 | 3,372,184 | ||||||||||
Common Stock Conversion Features | The Series B-2 common stock automatically convert into our Class A Common Stock on a one-to-one basis | |||||||||||
Common Stock Minimum Conversion Price Per Share Equal To Volume Weighted Average Price Of Class A Common Stock | $ 15 | |||||||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 15 | |||||||||||
Common Class V [Member] | ||||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||||
Number Of Common StockSharesVesting | 4,379,557 | 4,379,557 | ||||||||||
Common Stock Conversion Features | The holders of Common Units are entitled to Class V common stock on a one for one basis. | |||||||||||
Conversion Of Stock Shares Issued1 | [2] | 4,379,557 | ||||||||||
Series 1 RCUs | ||||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||||
Common stock, shares outstanding | 4,379,557 | 4,379,557 | ||||||||||
Number Of Common StockSharesVesting | 4,379,557 | 4,379,557 | ||||||||||
Common Stock Conversion Features | Series 1 restricted common units to automatically convert into Common Units and the holders receive one share of Class V Common Stock | |||||||||||
Number of days volume-weighted average price | 5 days | |||||||||||
Common Stock Minimum Conversion Price Per Share Equal To Volume Weighted Average Price Of Class A Common Stock | $ 13.50 | |||||||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 13.50 | |||||||||||
Conversion Of Stock Shares Issued1 | 4,379,557 | |||||||||||
Series 2 RCUs | ||||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||||
Common stock, shares outstanding | 2,627,724 | 2,627,724 | ||||||||||
Common Stock Minimum Conversion Price Per Share Equal To Volume Weighted Average Price Of Class A Common Stock | $ 15 | |||||||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 15 | |||||||||||
Common Class A [Member] | ||||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||||
Number of days volume-weighted average price | 5 days | |||||||||||
Common Stock Minimum Conversion Price Per Share Equal To Volume Weighted Average Price Of Class A Common Stock | $ 13.50 | $ 13.50 | ||||||||||
Conversion Of Stock Shares Issued1 | 2,623,409 | 8,120,273 | 8,120,273 | [1] | ||||||||
Common Class A [Member] | Sponsor Side Letter Agreement | ||||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||||
Number of days volume-weighted average price | 5 days | |||||||||||
Class B Common Stock | Sponsor Side Letter Agreement | CC Neuberger Principal Holdings I Sponsor LLC and Independent Directors | ||||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||||
Conversion Of Stock Shares Converted1 | 2,500,000 | |||||||||||
[1] | 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 . See Note 10, Contingent Consideration for additional information. | |||||||||||
[2] | As of June 8, 2021, the 5-day VWAP of our Class A Common Stock exceeded $ 13.50 per share which was the triggering event for the Series 1 restricted common units to automatically convert into Common Units and the holders receive one share of Class V Common Stock . |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Investments (Details) - Asset-backed Securities - USD ($) $ in Thousands | Aug. 31, 2021 | Feb. 28, 2021 |
Marketable Securities [Line Items] | ||
Cost | $ 162 | $ 162 |
Gross Unrealized Gains | 57 | 62 |
Fair Value | $ 219 | $ 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 | Aug. 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 | 219 | 224 |
Total assets | 223 | 228 |
Total liabilities | 175,836 | 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 | 219 | 224 |
Acquisition-related Obligations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 2,000 | |
Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 109,988 | 68,772 |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 65,848 | 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 | 219 | 224 |
Total assets | 219 | 224 |
Fair Value, Inputs, Level 2 | Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 219 | 224 |
Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 175,836 | 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 | |
Fair Value, Inputs, Level 3 | Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 109,988 | 68,772 |
Fair Value, Inputs, Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 65,848 | $ 150,808 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Beginning and Ending Balances of Acquisition Related Accrued Earn-Outs Using Significant Unobservable Inputs (Level 3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Feb. 28, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Cash payments | $ 16,800 | $ 16,800 | |||
Loss(gain) from change in fair value of contingent consideration | 16,780 | $ 0 | 90,040 | $ 0 | |
Fair Value, Inputs, Level 3 | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Beginning of period | 152,808 | $ 2,000 | $ 2,000 | ||
Acquisition date fair value of contingent consideration | 184,548 | ||||
Conversion to Class A Common Stock | (175,000) | ||||
Cash payments | (2,000) | ||||
Loss(gain) from change in fair value of contingent consideration | 90,040 | (33,740) | |||
End of period | $ 65,848 | $ 65,848 | $ 152,808 |
Fair Value Measurement - Reco_2
Fair Value Measurement - Reconciliation of Warrant Liability (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Aug. 31, 2021 | Feb. 28, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | $ 152,808 | $ 2,000 |
End of period | 65,848 | 152,808 |
Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | 68,772 | 91,959 |
Loss (gain) from fair value of warrant liability | 41,216 | (23,187) |
End of period | $ 109,988 | $ 68,772 |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 78,079 | $ 81,817 | $ 144,406 | $ 164,941 |
Americas | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 74,902 | 77,741 | 138,220 | 157,799 |
Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 1,298 | 1,373 | 2,622 | 2,697 |
Asia Pacific | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 1,879 | $ 2,703 | $ 3,564 | $ 4,445 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | Feb. 04, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Feb. 28, 2021 |
Disaggregation Of Revenue [Line Items] | ||||||
Fair value adjustment part of business combination reduced deferred revenue | $ 60.7 | $ 17.3 | $ 54 | |||
Contract with customer asset | $ 12.4 | 12.4 | 13.4 | |||
Deferred revenue | 110.3 | 110.3 | 90.2 | |||
Deferred revenue, revenue recognized | 21.1 | 47.4 | ||||
Sales and Marketing Expense | ||||||
Disaggregation Of Revenue [Line Items] | ||||||
Amortization expense | 0.2 | $ 1 | 0.4 | $ 2 | ||
Prepaid Expenses and Other Current Assets and Other Noncurrent Assets [Member] | ||||||
Disaggregation Of Revenue [Line Items] | ||||||
Capitalized sales commissions | 5.3 | 5.3 | $ 1.6 | |||
Revenue | Geographic Concentration | ||||||
Disaggregation Of Revenue [Line Items] | ||||||
Fair value adjustment part of business combination reduced deferred revenue | $ 14.2 | $ 36.7 | ||||
Revenue | Geographic Concentration | Americas | ||||||
Disaggregation Of Revenue [Line Items] | ||||||
Concentration risk percentage | 96.00% | 95.00% | 96.00% | 96.00% |
Revenue - Additional Informat_2
Revenue - Additional Information1 (Details) - USD ($) $ in Millions | Aug. 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: 2021-09-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligation amount | $ 586.5 | |
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 | 6 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Feb. 28, 2021 | |
Restructuring And Related Activities [Abstract] | |||||
Severance | $ 614 | $ 897 | $ 654 | $ 1,660 | |
Lease exits | 494 | 47 | 816 | 1,004 | |
Total severance and exit costs | $ 1,108 | $ 944 | $ 1,470 | $ 2,664 | $ 4,721 |
Severance and Exit Costs - Addi
Severance and Exit Costs - Additional Information (Details) - USD ($) $ in Millions | Aug. 31, 2021 | Feb. 28, 2021 |
Restructuring Liability | ||
Restructuring Cost And Reserve [Line Items] | ||
Accounts payable and accrued liabilities | $ 0.5 | $ 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 | 6 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Feb. 28, 2021 | |
Restructuring And Related Activities [Abstract] | |||||
Beginning of period | $ 1,988 | $ 3,730 | $ 3,730 | ||
Payments | (2,200) | (6,463) | |||
Impairment of right-of-use assets | (580) | ||||
Expenses | $ 1,108 | $ 944 | 1,470 | $ 2,664 | 4,721 |
End of period | $ 678 | $ 678 | $ 1,988 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | 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 | $ 11.50 | ||
Warrants expiration term | 5 years | 5 years | ||
Warrant liability | $ 109,988 | $ 109,988 | $ 68,772 | |
Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Gain (loss) from change in fair value of warrant liability | $ 18,727 | $ (41,216) | $ 0 | |
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 | 10,280,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Details) - shares | Jul. 06, 2021 | Jun. 08, 2021 | Jun. 08, 2021 | Aug. 31, 2021 | ||
Class Of Stock [Line Items] | ||||||
Repurchase Shares | (1,615,326) | |||||
Class A | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares outstanding | 187,051,142 | |||||
Conversion of stock, shares issued | 2,623,409 | 8,120,273 | 8,120,273 | [1] | ||
Business Combination Post Close Adjustment Issuance | [2] | 133,322 | ||||
Conversion of Common Units | [3] | (2,623,409) | ||||
Repurchase Shares | [4] | (176,654) | ||||
Common stock, shares, outstanding | 197,751,492 | |||||
Class V | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares outstanding | 35,636,680 | |||||
Conversion of stock, shares issued | [5] | 4,379,557 | ||||
Business Combination Post Close Adjustment Issuance | [2] | 92,690 | ||||
Conversion of Common Units | [3] | (4,232,034) | ||||
Common stock, shares, outstanding | 35,876,893 | |||||
Series B-1 | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares outstanding | 8,120,367 | |||||
Conversion of stock, shares converted | (8,120,273) | (8,120,273) | [1] | |||
Common stock, shares, outstanding | 94 | |||||
Series B-2 | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares outstanding | 3,372,184 | |||||
Common stock, shares, outstanding | 3,372,184 | |||||
[1] | 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 . See Note 10, Contingent Consideration for additional information. | |||||
[2] | On July 6, 2021, pursuant to Section 3.5 of the Business Combination Agreement, we issued additional Class A Common Stock and Common Units valued at $ 3.0 million to each E2open Holdings member as part of the post-closing adjustment of consideration required as part of the merger transaction. | |||||
[3] | Class A Common Stock issued for the conversion of Common Units settled in stock. During the six months ended August 31, 2021 , we paid $ 16.8 million in cash for the repurchase of 1,615,326 Common Units that were converted into cash instead of stock at our option. | |||||
[4] | On July 13, 2021, our board of directors waived the Lock-up Period solely in respect of withholding shares to cover taxes upon the issuance of Class A Common Stock to the executive officers upon the conversion of the Series B-1 and Series B-2 common stock. The shares were repurchased at an average price of $ 14.00 per share, or $ 2.5 million, to cover withholding taxes associated with the Series B-1 conversion to Class A Common Stock. See Note 10, Contingent Consideration for additional details on the conversions. | |||||
[5] | As of June 8, 2021, the 5-day VWAP of our Class A Common Stock exceeded $ 13.50 per share which was the triggering event for the Series 1 restricted common units to automatically convert into Common Units and the holders receive one share of Class V Common Stock . |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 18, 2021 | Jul. 13, 2021 | Jul. 06, 2021 | Jun. 08, 2021 | Jun. 08, 2021 | Jun. 08, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Class Of Stock [Line Items] | |||||||||
Payment in cash for repurchase of stock | $ 2,473 | $ 0 | |||||||
Repurchase of common units | 1,615,326 | ||||||||
Share repurchased average price per share | $ 14 | ||||||||
Shares repurchased to cover withholding taxes associated with the Series B-1 conversion to Class A Common Stock | $ 2,500 | ||||||||
Class A | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock conversion price | $ 13.50 | $ 13.50 | |||||||
Number of days volume-weighted average price | 5 days | ||||||||
Additional shares issued as part of the post-closing adjustment of consideration | $ 3,000 | ||||||||
Payment in cash for repurchase of stock | $ 16,800 | ||||||||
Repurchase of common units | [1] | 176,654 | |||||||
Series B-1 | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock conversion price | $ 13.50 | $ 13.50 | |||||||
Number of days volume-weighted average price | 5 days | ||||||||
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 | the Series B-1 common stock to automatically convert into our Class A Common Stock on a one-to-one basis | |||||||
Series 1 RCUs | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock conversion price | $ 13.50 | ||||||||
Number of days volume-weighted average price | 5 days | ||||||||
Common stock, terms of conversion, description | Series 1 restricted common units to automatically convert into Common Units and the holders receive one share of Class V Common Stock | ||||||||
Class V common stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, terms of conversion, description | The holders of Common Units are entitled to Class V common stock on a one for one basis. | ||||||||
Stock converted and retired during period, shares | 6,701 | ||||||||
[1] | On July 13, 2021, our board of directors waived the Lock-up Period solely in respect of withholding shares to cover taxes upon the issuance of Class A Common Stock to the executive officers upon the conversion of the Series B-1 and Series B-2 common stock. The shares were repurchased at an average price of $ 14.00 per share, or $ 2.5 million, to cover withholding taxes associated with the Series B-1 conversion to Class A Common Stock. See Note 10, Contingent Consideration for additional details on the conversions. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 19, 2021 | May 31, 2021 | Feb. 28, 2021 | |
Class Of Stock [Line Items] | |||||
Shares issued price per share | $ 1 | ||||
Proceeds from sale of membership unit | $ 0 | $ 1,778 | |||
Class V common stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 42,747,890 | 42,747,890 | 40,000,000 | 40,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock voting rights, description | These shares have no economic value but entitle the holder to one vote per share | ||||
Common stock, terms of conversion, description | The holders of Common Units are entitled to Class V common stock on a one for one basis. |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) - USD ($) $ in Millions | Jul. 06, 2021 | Jun. 08, 2021 | Aug. 31, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | ||
Minority Interest [Line Items] | |||||||
Number of Common Units redeemed | 1,615,326 | 1,615,326 | |||||
Cash payment for redemption of Common Units | $ 16.8 | $ 16.8 | |||||
Common units , issued | 103,929 | ||||||
Decrease to noncontrolling interests | $ 44 | $ 44 | |||||
Class A ordinary shares | |||||||
Minority Interest [Line Items] | |||||||
Conversion of stock, shares issued | 2,623,409 | 8,120,273 | 8,120,273 | [1] | |||
Conversion of stock, amount issued | $ 27.2 | ||||||
Common Stock Series 1 RSUs [Member] | |||||||
Minority Interest [Line Items] | |||||||
Noncontrolling Interest Number Of Common Units Vested | 4,379,557 | ||||||
Class V common stock | |||||||
Minority Interest [Line Items] | |||||||
Conversion of stock, shares issued | [2] | 4,379,557 | |||||
Noncontrolling Interest Number Of Common Units Vested | 4,379,557 | ||||||
E2open Holdings, LLC | |||||||
Minority Interest [Line Items] | |||||||
Noncontrolling interest percentage | 15.80% | 15.80% | 16.00% | ||||
Noncontrolling interest number of common units held by participants | 35,900,000 | 35,900,000 | 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 | ||||||
[1] | 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 . See Note 10, Contingent Consideration for additional information. | ||||||
[2] | As of June 8, 2021, the 5-day VWAP of our Class A Common Stock exceeded $ 13.50 per share which was the triggering event for the Series 1 restricted common units to automatically convert into Common Units and the holders receive one share of Class V Common Stock . |
Other Comprehensive (Loss) In_3
Other Comprehensive (Loss) Income - Accumulated Other Comprehensive Income in Equity Section of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Feb. 28, 2021 | Feb. 29, 2020 |
Statement Of Other Comprehensive Income [Abstract] | |||
Foreign currency translation adjustment | $ (2,660) | $ 2,388 | |
Accumulated other comprehensive income | $ (2,660) | $ 2,388 | $ 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 | 6 Months Ended | ||||
Aug. 31, 2021 | May 31, 2021 | Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Numerator - basic: | ||||||
Net loss | $ (23,988) | $ (169,355) | $ (17,540) | $ (23,752) | $ (193,343) | $ (41,292) |
Less: Net loss attributable to noncontrolling interest | (3,471) | (30,568) | ||||
Net loss attributable to E2open Parent Holdings, Inc. | (20,517) | (162,775) | ||||
Numerator - diluted: | ||||||
Net loss attributable to E2open Parent Holdings, Inc. - basic | (20,517) | (162,775) | ||||
Net loss attributable to E2open Parent Holdings, Inc. - diluted | $ (20,517) | $ (162,775) | ||||
Numerator - basic: | ||||||
Weighted average shares outstanding - basic | 195,148 | 191,099 | ||||
Net income per share - basic | $ (0.11) | $ (0.85) | ||||
Numerator - diluted: | ||||||
Weighted average shares outstanding - basic | 195,148 | 191,099 | ||||
Weighted average effect of dilutive securities: | ||||||
Weighted average shares outstanding - diluted | 195,148 | 191,099 | ||||
Diluted net income per common share | $ (0.11) | $ (0.85) |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Weighted Average Potential Common Shares Excluded from Diluted Loss Per Common Shares (Details) - shares | 3 Months Ended | 6 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2021 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 78,392,858 | 75,958,857 | |
Series B-1 | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 86 | 43 | |
Series B-2 | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 3,372,184 | 3,372,184 | |
Series 2 RCUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 2,627,724 | 2,627,724 | |
Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | [1] | 29,079,972 | 29,079,972 |
Common Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 38,670,936 | 37,153,808 | |
Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 2,583,320 | 2,583,320 | |
Restricted Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Units/Shares excluded from the dilution computation | 2,058,636 | 1,141,806 | |
[1] | The warrants include the public warrants, private placement warrants and Forward Purchase Warrants. |
Share-Based and Unit-Based Co_3
Share-Based and Unit-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | Feb. 29, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Feb. 03, 2021 | Feb. 28, 2021 |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Nonvested award, cost not yet recognized, period for recognition | 1 year | ||||||
Compensation expense | $ 0 | $ 0 | |||||
Aggregate fair value of units vested | $ 1,400 | $ 2,800 | |||||
Unrecognized compensation expense | $ 5,400 | ||||||
Performance Based Restricted Stock Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Number of unvested shares | 1,003,584 | 1,003,584 | |||||
RSUs | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Vesting period | 10 years | ||||||
RSUs | Time-Based Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Number of unvested shares | 1,054,765 | 1,054,765 | |||||
Senior Management | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Organic growth target | 1 year | ||||||
Vesting period | 3 years | ||||||
Executives, Senior Management and Employees | Time-Based Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Vesting period | 3 years | ||||||
Executives, Senior Management and Employees | Performance Based Restricted Stock Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Organic growth target | 1 year | ||||||
Vesting period | 3 years | ||||||
Performance target percentage | 100.00% | ||||||
Non-Employee Directors | Time-Based Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Vesting period | 1 year | ||||||
2021 Incentive Plan | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Options available for grant | 2,583,000 | ||||||
Unrecognized compensation cost | $ 5,100 | $ 5,100 | |||||
Options outstanding | 2,583,000 | 2,583,000 | 0 | ||||
Weighted-average contractual life of options outstanding | 9 years 6 months | ||||||
2021 Incentive Plan | RSUs | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Unrecognized compensation cost | $ 24,000 | $ 24,000 | |||||
Number of unvested shares | 2,058,000 | 2,058,000 | 0 | ||||
2021 Incentive Plan | Class A ordinary shares | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Common stock reserved for issuance | 15,000,000 | 15,000,000 | |||||
Shares available for grant | 10,358,331 | 10,358,331 | |||||
2015 Plan | Unit Options | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Options outstanding | 22,001,000 | 20,424,000 | 20,424,000 | ||||
Weighted-average contractual life of options outstanding | 1 year 10 months 24 days | 1 year 4 months 24 days | |||||
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 | |||||
Number of unvested shares | 8,955,000 | 7,026,000 | 7,026,000 | ||||
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 | 0 | ||||||
Shares available for grant | 2,700,000 | ||||||
Unrecognized compensation cost | $ 2,400 | ||||||
Number of shares authorized to issue | 46,000,000 | 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 | ||||||
Compensation expense | $ 0 | $ 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% |
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 | 6 Months Ended |
Aug. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Shares, Beginning balance | shares | 0 |
Number of Shares, Granted | shares | 2,583,000 |
Number of Shares, Ending balance | shares | 2,583,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted Average Exercise Price Per Share, Beginning balance | $ / shares | $ 0 |
Share Based Compensation Arrangements By Share Based Payment Award Options Grants In Period Weighted Average Exercise Price | $ / 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 6 months |
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 | 6 Months Ended |
Aug. 31, 2021$ / sharesshares | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Number of Shares, Beginning balance | shares | 0 |
Number of Shares, Granted | shares | 2,105,000 |
Number of Shares, Forfeited | shares | (47,000) |
Number of Shares, Ending balance | shares | 2,058,000 |
Number of Shares, Awards not vested, Beginning balance | $ / shares | $ 0 |
Weighted Average Market Value Per Share, Granted | $ / shares | 12.84 |
Weighted Average Market Value Per Share, Forfeited | $ / shares | 12.87 |
Weighted Average Market Value Per Share, Ending balance | $ / shares | $ 12.84 |
Weighted Average Remaining Contractual Term (in years) | 3 years 1 month 6 days |
Share-Based and Unit-Based Co_6
Share-Based and Unit-Based Compensation - Summary of Estimated Grant-Date Fair Values Assumptions (Details) | 6 Months Ended |
Aug. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Expected term (in years) | 6 years 3 months |
Expected equity price volatility, minimum | 46.39% |
Expected equity price volatility, maximum | 46.65% |
Risk-free interest rate, minimum | 0.96% |
Risk-free interest rate, maximum | 1.12% |
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 | Feb. 29, 2020 | Aug. 31, 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 | (1,290) | |
Number of Units, Forfeited | (287) | |
Number of Shares, Ending balance | 22,001 | 20,424 |
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 | 1.64 | |
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 10 months 24 days | 1 year 4 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 | Feb. 29, 2020 | Aug. 31, 2020 |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Number of Shares, Beginning balance | 8,955 | |
Number of Units, Released | (1,929) | |
Number of Shares, Ending balance | 8,955 | 7,026 |
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 | $ 1.40 | $ 1.38 |
Weighted Average Remaining Term (in years) | 1 year 6 months | 9 months 18 days |
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 | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | $ 2,509 | $ 1,971 | $ 4,552 | $ 4,017 |
Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 257 | 115 | 457 | 225 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 374 | 123 | 697 | 292 |
Sales and Marketing Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 478 | 185 | 760 | 376 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | $ 1,400 | $ 1,548 | $ 2,638 | $ 3,124 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 |
Lessee Lease Description [Line Items] | ||||
Right-of-use (ROU) operating asset | $ 22,400 | $ 19,266 | ||
Lease liability | 23,000 | $ 19,763 | ||
Change to retained earnings | 0 | |||
Office lease, impairment loss | 600 | |||
Operating lease expiration date | 2029-08 | |||
Operating lease, existence of option to extend | true | |||
Lease deposit | $ 2,900 | $ 3,000 | ||
Financing lease expiration date | 2024-08 | |||
Rent expense recognized under ASC Topic 840 | $ 2,100 | $ 4,300 | ||
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 | Aug. 31, 2021 | Feb. 28, 2021 |
Lease Cost [Abstract] | ||
Right-of-use (ROU) operating asset | $ 19,266 | $ 22,400 |
Finance lease right-of-use asset | $ 5,117 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentMember | |
Total right-of-use assets | $ 24,383 | |
Operating lease liability - current | 4,788 | |
Operating lease liability | 14,975 | |
Finance lease liability - current | 2,406 | 4,827 |
Finance lease liability | 2,211 | $ 6,588 |
Total lease liabilities | $ 24,380 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Aug. 31, 2021 | Aug. 31, 2021 | |
Finance lease cost: | ||
Amortization of right-of-use asset | $ 398 | $ 1,591 |
Interest on lease liability | 287 | 417 |
Finance lease cost | 685 | 2,008 |
Operating lease cost: | ||
Operating lease cost | 1,143 | 2,492 |
Variable lease cost | 1,178 | 1,979 |
Sublease income | (359) | (533) |
Operating net lease cost | 1,962 | 3,938 |
Total net lease cost | $ 2,647 | $ 5,946 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 6 Months Ended |
Aug. 31, 2021USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash outflows from operating leases | $ 3,197 |
Leases - Weighted-average Remai
Leases - Weighted-average Remaining Lease Terms and Discount Rates of Leases (Details) | Aug. 31, 2021 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years): Finance lease | 1 year 11 months 23 days |
Weighted-average remaining lease term (in years): Operating lease | 5 years 2 months 12 days |
Weighted-average discount rate: Finance lease | 9.20% |
Weighted-average discount rate: Operating lease | 4.43% |
Leases - Undiscounted Future Ca
Leases - Undiscounted Future Cash Flows Utilized in Calculation of Lease Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Feb. 28, 2021 |
Operating Leases | ||
September 1, 2021 to February 28, 2022 | $ 2,787 | |
2023 | 4,970 | |
2024 | 4,200 | |
2025 | 3,125 | |
2026 | 2,450 | |
Thereafter | 4,616 | |
Total | 22,148 | |
Less: Present value discount | (2,385) | |
Lease liabilities | 19,763 | $ 23,000 |
Finance Leases | ||
September 1, 2021 to February 28, 2022 | 638 | |
2023 | 2,271 | |
2024 | 2,104 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total | 5,013 | |
Less: Present value discount | (396) | |
Lease liabilities | $ 4,617 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Aug. 31, 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 | 6 Months Ended | |||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Provision for income taxes | $ 5,994 | $ 6,218 | $ 7,372 | $ 14,388 | |
Effective tax rate | 33.30% | 54.90% | 4.00% | 53.50% | |
Decrease in effective tax rate | 21.60% | 49.50% | |||
Gross unrecognized tax benefits | $ 2,700 | $ 2,700 | $ 2,700 | ||
Unrecognized tax benefits, gross interest and penalties accrued | $ 300 | $ 300 | $ 300 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 11, 2021 | Oct. 01, 2021 | Sep. 10, 2021 | Sep. 01, 2021 | Sep. 29, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Feb. 04, 2021 |
Subsequent Event [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 75,000 | |||||||
2021 Term Loan | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 0 | $ 525,000 | ||||||
Subsequent Event | 2021 Term Loan | ||||||||
Subsequent Event [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 15,000 | |||||||
Subsequent Event | Service Based Restricted Stock Units | Executives and Senior Management | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of Shares, Granted | 180,068 | |||||||
Grant Date Fair Value Per Share | $ 11.94 | |||||||
Vesting period | 3 years | |||||||
Subsequent Event | Service Based Restricted Stock Units | Senior Management And Employees | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of Shares, Granted | 111,506 | |||||||
Grant Date Fair Value Per Share | $ 11.30 | |||||||
Vesting period | 3 years | |||||||
Subsequent Event | Class A | ||||||||
Subsequent Event [Line Items] | ||||||||
Conversion of stock, shares converted | 194,379 | 958,539 |