Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 28, 2023 | Apr. 25, 2023 | Aug. 31, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Feb. 28, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | E2open Parent Holdings, Inc. | ||
Entity Central Index Key | 0001800347 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --02-28 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 1,188.8 | ||
Entity Common Stock, Shares Outstanding | 302,405,353 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity File Number | 001-39272 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-1874570 | ||
Entity Address, Address Line One | 9600 Great Hills Trail | ||
Entity Address, Address Line Two | Suite 300E | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78759 | ||
City Area Code | 866 | ||
Local Phone Number | 432-6736 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's definitive proxy statement, in connection with its 2023 annual meeting of stockholders, to be filed within 120 days after the end of the fiscal year ended February 28, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Auditor Firm Id | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Austin, Texas, United States | ||
Class A ordinary shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | ETWO | ||
Security Exchange Name | NYSE | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase one share of Class A Common Stock at an exercise price of $11.50 | ||
Trading Symbol | ETWO-WT | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Assets | ||
Cash and cash equivalents | $ 93,032 | $ 155,481 |
Restricted cash | 11,310 | 19,073 |
Accounts receivable - net of allowance of $4,290 and $3,055 as of February 28, 2023 and 2022, respectively | 174,809 | 155,341 |
Prepaid expenses and other current assets | 25,200 | 26,243 |
Total current assets | 304,351 | 356,138 |
Goodwill | 2,927,807 | 3,756,871 |
Intangible assets, net | 1,051,124 | 1,181,390 |
Property and equipment, net | 72,476 | 65,937 |
Operating lease right-of-use assets | 18,758 | 28,102 |
Other noncurrent assets | 25,659 | 17,017 |
Total assets | 4,400,175 | 5,405,455 |
Liabilities and Stockholders' Equity | ||
Accounts payable and accrued liabilities | 97,491 | 128,544 |
Channel client deposits payable | 11,310 | 19,073 |
Deferred revenue | 203,824 | 190,992 |
Current portion of notes payable | 11,144 | 89,097 |
Current portion of operating lease obligations | 7,622 | 7,652 |
Current portion of financing lease obligations | 2,582 | 2,307 |
Income taxes payable | 2,190 | 2,702 |
Total current liabilities | 336,163 | 440,367 |
Long-term deferred revenue | 2,507 | 1,141 |
Operating lease obligations | 15,379 | 21,202 |
Financing lease obligations | 1,049 | 1,950 |
Notes payable | 1,043,636 | 863,577 |
Tax receivable agreement liability | 69,745 | 66,590 |
Warrant liability | 29,616 | 67,139 |
Contingent consideration | 29,548 | 45,568 |
Deferred taxes | 144,529 | 413,038 |
Other noncurrent liabilities | 1,083 | 712 |
Total liabilities | 1,673,255 | 1,921,284 |
Commitments and Contingencies (Note 29) | ||
Stockholders' Equity | ||
Additional paid-in capital | 3,378,633 | 3,362,219 |
Accumulated other comprehensive loss | (68,603) | (19,019) |
Accumulated deficit | (803,679) | (154,976) |
Treasury stock, at cost: 176,654 shares as of February 28, 2023 and 2022 | (2,473) | (2,473) |
Total E2open Parent Holdings, Inc. equity | 2,503,908 | 3,185,782 |
Noncontrolling interest | 223,012 | 298,389 |
Total stockholders' equity | 2,726,920 | 3,484,171 |
Total liabilities and stockholders' equity | 4,400,175 | 5,405,455 |
Class A ordinary shares | ||
Stockholders' Equity | ||
Common stock | 30 | 31 |
Class V common stock | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Series B-1 common stock | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Series B-2 common stock | ||
Stockholders' Equity | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Accounts receivable, allowance | $ 4,290 | $ 3,055 |
Treasury stock, shares | 176,654 | 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 | 302,582,007 | 301,536,621 |
Common stock, shares outstanding | 302,405,353 | 301,359,967 |
Class V common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 42,747,890 | 42,747,890 |
Common stock, shares issued | 32,992,007 | 33,560,839 |
Common stock, shares outstanding | 32,992,007 | 33,560,839 |
Series B-1 common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 9,000,000 | 9,000,000 |
Common stock, shares issued | 94 | 94 |
Common stock, shares outstanding | 94 | 94 |
Series B-2 common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,000,000 | 4,000,000 |
Common stock, shares issued | 3,372,184 | 3,372,184 |
Common stock, shares outstanding | 3,372,184 | 3,372,184 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Revenue | ||||
Total revenue | $ 21,365,000 | $ 308,647,000 | $ 652,215,000 | $ 425,561,000 |
Cost of Revenue | ||||
Amortization of acquired intangible assets | 4,037,000 | 18,921,000 | 98,531,000 | 73,801,000 |
Total cost of revenue | 16,184,000 | 114,989,000 | 321,932,000 | 222,976,000 |
Gross Profit | 5,181,000 | 193,658,000 | 330,283,000 | 202,585,000 |
Operating Expenses | ||||
Research and development | 10,458,000 | 53,788,000 | 97,982,000 | 79,700,000 |
Sales and marketing | 8,788,000 | 46,034,000 | 87,960,000 | 60,265,000 |
General and administrative | 23,123,000 | 37,355,000 | 88,070,000 | 69,922,000 |
Acquisition-related expenses | 4,317,000 | 14,348,000 | 16,297,000 | 64,360,000 |
Amortization of acquired intangible assets | 1,249,000 | 31,275,000 | 82,812,000 | 46,358,000 |
Goodwill impairment | 0 | 0 | 901,566,000 | 0 |
Total operating expenses | 47,935,000 | 182,800,000 | 1,274,687,000 | 320,605,000 |
Loss from operations | (42,754,000) | 10,858,000 | (944,404,000) | (118,020,000) |
Other income (expense) | ||||
Interest and other expense, net | (1,928,000) | (65,469,000) | (76,831,000) | (33,663,000) |
Loss from change in tax receivable agreement liability | (2,886,000) | (154,000) | ||
Gain (loss) from change in fair value of contingent consideration | 33,740,000 | 16,020,000 | (69,760,000) | |
Total other income (expense) | 54,999,000 | (65,469,000) | (26,174,000) | (101,944,000) |
(Loss) income before income tax provision | 12,245,000 | (54,611,000) | (970,578,000) | (219,964,000) |
Income tax benefit | 612,000 | 6,681,000 | 250,376,000 | 30,050,000 |
Net (loss) income | 12,857,000 | (47,930,000) | (720,202,000) | (189,914,000) |
Less: Net (loss) income attributable to noncontrolling interests | 2,057,000 | (71,499,000) | (24,138,000) | |
Net (loss) income attributable to E2open Parent Holdings, Inc. | $ 10,800,000 | $ (648,703,000) | $ (165,776,000) | |
Weighted average common shares outstanding: | ||||
Basic | 187,051 | 301,946 | 245,454 | |
Diluted | 222,688 | 301,946 | 245,454 | |
Net (loss) income attributable to E2open Parent Holdings, Inc. common shareholders per share: | ||||
Basic | $ 0.06 | $ (2.15) | $ (0.68) | |
Diluted | $ 0.06 | $ (2.15) | $ (0.68) | |
Warrants | ||||
Other income (expense) | ||||
Gain from change in fair value of warrant liability | $ 23,187,000 | $ 37,523,000 | $ 1,633,000 | |
Subscriptions | ||||
Revenue | ||||
Total revenue | 14,117,000 | 259,707,000 | 532,940,000 | 335,532,000 |
Cost of Revenue | ||||
Cost of revenue | 7,823,000 | 55,602,000 | 140,462,000 | 93,072,000 |
Professional Services and Other | ||||
Revenue | ||||
Total revenue | 7,248,000 | 48,940,000 | 119,275,000 | 90,029,000 |
Cost of Revenue | ||||
Cost of revenue | $ 4,324,000 | $ 40,466,000 | $ 82,939,000 | $ 56,103,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ 12,857 | $ (47,930) | $ (720,202) | $ (189,914) |
Other comprehensive loss, net: | ||||
Net foreign currency translation (loss) income, net of tax of $7,578 and $11,985 as of February 28, 2023 and 2022, respectively | 2,388 | (10) | (48,728) | (21,407) |
Net deferred losses on cash flow hedges | (856) | |||
Total other comprehensive income (loss), net | 2,388 | (10) | (49,584) | (21,407) |
Comprehensive (loss) income | 15,245 | (47,940) | (769,786) | (211,321) |
Less: Comprehensive (loss) income attributable to noncontrolling interest | 2,439 | (76,422) | (26,859) | |
Comprehensive (loss) income attributable to E2open Parent Holdings, Inc. | $ 12,806 | $ (47,940) | $ (693,364) | $ (184,462) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation (loss) income, tax | $ 7,578 | $ 11,985 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity - USD ($) $ in Thousands | Total | BluJay | Member's Capital | Common Stock | Common Stock BluJay | Additional Paid-In Capital | Additional Paid-In Capital BluJay | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Treasury Stock | Parent | Parent BluJay | Noncontrolling Interest |
Balance at Feb. 29, 2020 | $ 214,592 | $ 433,992 | $ (898) | $ (218,502) | |||||||||
Investment by member | 3,501 | 3,501 | |||||||||||
Unit-based compensation expense | 7,277 | 7,277 | |||||||||||
Net loss and comprehensive loss | (47,940) | (10) | (47,930) | ||||||||||
Balance at Feb. 03, 2021 | 177,430 | $ 444,770 | (908) | (266,432) | |||||||||
Other comprehensive income (loss), net of tax | (10) | ||||||||||||
Net income (loss) | (47,930) | ||||||||||||
Other comprehensive income (loss), net of tax | 2,388 | ||||||||||||
Net income (loss) | 12,857 | ||||||||||||
Balance at Feb. 28, 2021 | 2,477,358 | $ 19 | $ 2,071,206 | 2,388 | 10,800 | $ 2,084,413 | $ 392,945 | ||||||
Balance at Feb. 04, 2021 | 2,429,113 | 19 | 2,038,206 | 2,038,225 | 390,888 | ||||||||
Share-based compensation expense | 33,000 | 33,000 | 33,000 | ||||||||||
Other comprehensive income (loss), net of tax | 2,388 | 2,388 | 2,388 | ||||||||||
Net income (loss) | 12,857 | 10,800 | 10,800 | 2,057 | |||||||||
Balance at Feb. 28, 2021 | 2,477,358 | 19 | 2,071,206 | 2,388 | 10,800 | 2,084,413 | 392,945 | ||||||
Share-based compensation expense | 10,639 | 10,639 | 10,639 | ||||||||||
Business Combination purchase price adjustment | 2,965 | 1,666 | 1,666 | 1,299 | |||||||||
Issuance of common stock for BluJay Acquisition | $ 730,854 | $ 7 | $ 730,847 | $ 730,854 | |||||||||
Issuance of common stock for BluJay Acquisition PIPE financing, net of offering costs | 292,900 | $ 3 | 292,897 | 292,900 | |||||||||
Deferred taxes related to issuance of common stock for BluJay Acquisition | $ 36,805 | $ 36,805 | $ 36,805 | ||||||||||
Conversion of Common Units to Common Stock | (16,767) | 54,950 | 54,950 | (71,717) | |||||||||
Conversion of Series B-1 shares to common stock | 172,528 | 2 | 174,999 | $ (2,473) | 172,528 | ||||||||
Impact of common unit conversions on Tax Receivable Agreement, net of tax | (11,791) | (11,791) | (11,791) | ||||||||||
Exercise of warrants | 1 | 1 | 1 | ||||||||||
Other comprehensive income (loss), net of tax | (21,407) | (21,407) | (21,407) | ||||||||||
Net income (loss) | (189,914) | (165,776) | (165,776) | (24,138) | |||||||||
Balance at Feb. 28, 2022 | 3,484,171 | 31 | 3,362,219 | (19,019) | (154,976) | (2,473) | 3,185,782 | 298,389 | |||||
Share-based compensation expense | 17,539 | 17,539 | 17,539 | ||||||||||
Conversion of Common Units to Common Stock | (1,397) | 2,481 | 2,481 | (3,878) | |||||||||
Vesting of restricted stock awards, net of shares withheld for taxes | (1,611) | (1) | (1,610) | (1,611) | |||||||||
Impact of common unit conversions on Tax Receivable Agreement, net of tax | (1,996) | (1,996) | (1,996) | ||||||||||
Other comprehensive income (loss), net of tax | (49,584) | (49,584) | (49,584) | ||||||||||
Net income (loss) | (720,202) | (648,703) | (648,703) | (71,499) | |||||||||
Balance at Feb. 28, 2023 | $ 2,726,920 | $ 30 | $ 3,378,633 | $ (68,603) | $ (803,679) | $ (2,473) | $ 2,503,908 | $ 223,012 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Feb. 28, 2021 | Feb. 28, 2021 | Feb. 28, 2023 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | Feb. 29, 2020 | |
Cash flows from operating activities | ||||||||
Net (loss) income | $ 12,857,000 | $ 12,857,000 | $ (47,930,000) | $ (720,202,000) | $ (189,914,000) | |||
Adjustments to reconcile net loss to net cash from operating activities: | ||||||||
Depreciation and amortization | 6,394,000 | 63,263,000 | 213,260,000 | 142,609,000 | ||||
Amortization of deferred commissions | 34,000 | 3,937,000 | 4,051,000 | 1,560,000 | ||||
Provision for credit losses | 21,000 | 113,000 | 549,000 | 1,018,000 | ||||
Amortization of debt issuance costs | 206,000 | 4,007,000 | 5,103,000 | 3,444,000 | ||||
Amortization of operating lease right-of-use assets | 7,636,000 | 15,649,000 | ||||||
Share-based compensation | 33,000,000 | 7,277,000 | 17,561,000 | 10,639,000 | ||||
Deferred income taxes | (1,628,000) | (8,338,000) | (259,426,000) | (35,744,000) | ||||
Loss on disposition | 1,400,000 | |||||||
Right-of-use assets impairment charge | 4,137,000 | |||||||
Goodwill impairment charge | 0 | $ 386,800,000 | 0 | 901,566,000 | 0 | $ 0 | ||
Loss from change in tax receivable agreement liability | 2,886,000 | 154,000 | ||||||
(Gain) loss from fair value of contingent consideration | (33,740,000) | (16,020,000) | 69,760,000 | |||||
Loss (gain) on disposal of property and equipment | 9,000 | 33,000 | 994,000 | (211,000) | ||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 11,493,000 | (5,508,000) | (15,119,000) | (9,881,000) | ||||
Prepaid expenses and other current assets | 3,622,000 | (3,611,000) | 5,864,000 | (9,333,000) | ||||
Other noncurrent assets | 11,017,000 | (5,410,000) | (6,782,000) | (6,669,000) | ||||
Accounts payable and accrued liabilities | (7,696,000) | 13,044,000 | (25,687,000) | 14,933,000 | ||||
Channel client deposits payable | 1,328,000 | (17,437,000) | (7,762,000) | 6,248,000 | ||||
Deferred revenue | (8,733,000) | 4,808,000 | 3,450,000 | 62,678,000 | ||||
Changes in other liabilities | 804,000 | 406,000 | (11,838,000) | (24,153,000) | ||||
Net cash provided by operating activities | 5,801,000 | 8,654,000 | 68,098,000 | 51,154,000 | ||||
Cash flows from investing activities | ||||||||
Proceeds withdrawn from Trust Account | 414,053,000 | |||||||
Payments for acquisitions - net of cash acquired | (879,907,000) | (179,243,000) | (774,232,000) | |||||
Capital expenditures | (1,470,000) | (13,990,000) | (48,060,000) | (31,776,000) | ||||
Minority investment in private firm | (3,000,000) | (2,500,000) | ||||||
Proceeds from disposition | 1,574,000 | |||||||
Proceeds from disposal of property and equipment | 49,000 | |||||||
Net cash used in investing activities | (467,275,000) | (13,990,000) | (228,729,000) | (808,508,000) | ||||
Cash flows from financing activities | ||||||||
Proceeds from PIPE Investment | 627,500,000 | 300,000,000 | ||||||
Offering costs related to issuance of common stock in connection with PIPE investment | (7,100,000) | |||||||
Proceeds from sale of membership units | 3,501,000 | |||||||
Proceeds from warrant exercise | 1,000 | |||||||
Proceeds from indebtedness | 23,377,000 | 215,000,000 | 475,000,000 | |||||
Repayments of indebtedness | (21,891,000) | (115,915,000) | (21,139,000) | |||||
Repayments of financing lease obligations | (468,000) | (6,038,000) | (2,487,000) | (6,457,000) | ||||
Repurchase of common stock | (2,473,000) | |||||||
Repurchase of common units | (1,397,000) | (16,767,000) | ||||||
Payments of debt issuance costs | (4,766,000) | (10,357,000) | ||||||
Net cash provided by (used in) financing activities | (468,000) | 626,449,000 | 90,435,000 | 710,708,000 | ||||
Effect of exchange rate changes on cash and cash equivalents | 41,000 | (98,000) | (16,000) | 13,658,000 | ||||
Net (decrease) increase in cash, cash equivalents and restricted cash | (461,901,000) | 621,015,000 | (70,212,000) | (32,988,000) | ||||
Cash, cash equivalents and restricted cash at beginning of year | 669,443,000 | 48,428,000 | 174,554,000 | 207,542,000 | $ 48,428,000 | |||
Cash, cash equivalents and restricted cash at end of year | 207,542,000 | 207,542,000 | 104,342,000 | 669,443,000 | 104,342,000 | 174,554,000 | 207,542,000 | 48,428,000 |
Reconciliation of cash, cash equivalents and restricted cash: | ||||||||
Cash and cash equivalents | 194,717,000 | 194,717,000 | 93,032,000 | 657,946,000 | 93,032,000 | 155,481,000 | 194,717,000 | |
Restricted cash | 12,825,000 | 12,825,000 | 11,310,000 | 11,497,000 | 11,310,000 | 19,073,000 | 12,825,000 | |
Total cash, cash equivalents and restricted cash | $ 207,542,000 | 207,542,000 | $ 104,342,000 | $ 669,443,000 | 104,342,000 | 174,554,000 | $ 207,542,000 | $ 48,428,000 |
Warrants | ||||||||
Adjustments to reconcile net loss to net cash from operating activities: | ||||||||
(Gain) loss from change in fair value of warrant liability | $ (23,187,000) | $ (37,523,000) | $ (1,633,000) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Feb. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Organization CC Neuberger Principal Holdings I (CCNB1) was a blank check company incorporated in the Cayman Islands on January 14, 2020. CCNB1 was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. CCNB1’s sponsor was CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company (Sponsor). CCNB1 became a public company on April 28, 2020 through an initial public offering (IPO) of 41,400,000 units at $ 10.00 per unit and private placement of 10,280,000 warrants generating gross proceeds of $ 424.3 million. Upon the closing of the IPO and private placement, $ 414.0 million of the proceeds were placed in a trust account (Trust Account) and invested until the completion of the Business Combination, as described below. On February 4, 2021 (Closing Date), CCNB1 and E2open Holdings, LLC and its operating subsidiaries (E2open Holdings) completed a business combination (Business Combination) contemplated by the definitive Business Combination Agreement entered into on October 14, 2020 (Business Combination Agreement). In connection with the finalization of the Business Combination, CCNB1 changed its name to “E2open Parent Holdings, Inc.” (the Company or E2open) and 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 consolidated financial statements. E2open contributed, as a capital contribution in exchange for a portion of the equity interests in E2open Holdings it acquired, the amount of cash available after payment of the merger consideration under the Business Combination Agreement. The merger consideration along with new financing proceeds were used to pay transaction expenses, repay indebtedness and fund the expense account of the representative of the Company’s equity holders under the Business Combination Agreement. Additionally, the limited liability company agreement of E2open Holdings was amended and restated to, among other things, reflect the Company merger and admit E2open Parent Holdings, Inc. as the managing member of the Company. The business, property and affairs of E2open Holdings will be managed solely by E2open as the managing member. As a result of the Business Combination, the Company’s trading symbol on the New York Stock Exchange (NYSE) was changed from “PCPL” to “ETWO.” See Note 3, Business Combination and Acquisitions and Note 13, Tax Receivable Agreement for additional information. Description of Business The Company is headquartered in Austin, Texas. E2open is a leading provider of cloud-based, end-to-end omni-channel and supply chain management software. The Company’s software combines networks, data and applications to provide a deeply embedded, mission-critical platform that allows clients to optimize their supply chain by accelerating growth, reducing costs, increasing visibility and driving improved resiliency. Given the business-critical nature of the Company’s solutions, it maintains deep, long-term relationships with its clients across a wide range of end-markets, including technology, consumer, industrial and transportation, among others. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation As a result of the Business Combination, for accounting purposes, the Company is the acquirer and E2open Holdings is the acquiree and accounting predecessor. The financial statement presentation includes the financial statements of E2open Holdings as “Predecessor” for periods prior to the Closing Date and of the Company as “Successor” for the periods after the Closing Date, including the consolidation of E2open Holdings. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Investments in other companies are carried at cost. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The historical financial information is not necessarily indicative of the Company’s future results of operations, financial position and cash flows. Fiscal Year The Company’s fiscal year ends on the last day of February each year. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported results of operations during the reporting period. Such management estimates include reserves for bad debt, tax receivable agreement liability, goodwill and other long‑lived assets, estimates of standalone selling price of performance obligations for revenue contracts with multiple performance obligations, share‑based compensation, valuation allowances for deferred tax assets and uncertain tax positions, warrants, contingent consideration, contingencies and the accounting for business combinations. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates. Reclassifications During the fiscal year 2023, the Company began reporting deferred income taxes as a separate line as part of operating activities in the Consolidated Statements of Cash Flows. As a result, the Company reclassed a use of cash of $ 35.7 million, $ 1.6 million a nd $ 8.3 milli on from the change in other liabilities to deferred income taxes for the fiscal year ended February 28, 2022 and the periods from February 4, 2021 through February 28, 2021 and March 1 2020 through February 3, 2021, respectively. The Company also began reporting current income taxes payable as a separate line on the Condensed Consolidated Balance Sheets. As a result, the Company reclassed $ 2.7 million from accounts payable and accrued liabilities to current income taxes payable in the February 28, 2022 balance sheet. Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (CODM), who the Company has determined is its chief executive officer. The CODM evaluates the Company’s financial information and performance on a consolidated basis. The Company operates with centralized functions and delivers most of its products in a similar way on an integrated cloud-based platform. Business Combinations The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) 805, Business Combinations (ASC 805), and, accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill. Some changes in the estimated fair values of the net assets recorded for acquisitions that qualify as measurement period adjustments within one year of the date of acquisition will change the amount of the purchase price allocable to goodwill. All acquisition costs are expensed as incurred, and in-process research and development costs, if any, are recorded at fair value as an indefinite-lived intangible asset and assessed for impairment thereafter until completion, at which point the asset is amortized over its expected useful life. The results of operations of acquired businesses are included in the consolidated financial statements beginning on the acquisition date. Software Development Costs The Company capitalizes certain software development costs incurred during the application development stage. Software development costs include salaries and other personnel-related costs, including employee benefits and bonuses attributed to programmers, software engineers and quality control teams working on the Company’s software solutions. The costs related to software development are included in property and equipment, net in the Consolidated Balance Sheets. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company deposits cash and cash equivalents with high-quality financial institutions. Accounts receivable are typically unsecured and derived from sales of subscriptions and support, as well as professional services, principally to large creditworthy clients across a wide range of end markets, including consumer goods, food and beverage, manufacturing, retail, technology and transportation, among others. Credit risk is concentrated primarily in North America, Europe, and parts of Asia. The Company has historically experienced insignificant credit losses. The Company maintains allowances for estimated credit losses based on management’s assessment of the likelihood of collection. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. The Company’s account balances at one or more institutions periodically exceed the Federal Deposit Insurance Corporation (FDIC) insurance coverage and, as a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The amounts over the federally insured limits as of February 28, 2023 and 2022 were approximately $ 74.7 million and $ 172.8 m illion, respectively. The Company has not experienced any losses to date on any deposit balances. Restricted Cash Restricted cash represents client deposits for the incentive payment program associated with the Company's channel shaping application. The Company offers services to administer incentive payments to partners on behalf of the Company’s clients. The Company’s clients deposit these funds into a restricted cash account with an offset included as a liability in incentive program payable in the Consolidated Balance Sheets. The incentive program payable was renamed to channel client deposits payable to better describe the payable associated with the restricted cash deposits. Channel client deposits are deposits that the Company receives from certain channel shaping clients to reimburse, on its clients' behalf, market development expenditures made by its client channel partners. Accounts Receivable, Net Accounts receivable, net consists of accounts receivable and unbilled receivables, which the Company collectively refers to as accounts receivable, net of an allowance for credit losses. Unbilled receivables represent revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed, which the Company also refers to as contract assets. The Company's payment terms for trade accounts receivable typically require clients to pay within 30 to 90 days from the invoice date. Accounts receivable are initially recorded upon the sale of solutions to clients. Credit is granted in the normal course of business without collateral. Accounts receivable are stated net of allowances for credit losses, which represent estimated losses resulting from the inability of certain clients to make the required payments. When determining the allowances for credit losses, the Company takes several factors into consideration, including the overall composition of the accounts receivable aging, prior history of accounts receivable write-offs and experience with specific clients. With the adoption of ASC 326, Financial Instruments - Credit Losses , the allowance for credit losses represents the best estimate of the lifetime expected credit losses, based on client-specific information, historical loss rates and the impact of current and future conditions which include an assessment of client creditworthiness, historical payment experience and the age of outstanding receivables. The Company writes off accounts receivable when they are determined to be uncollectible. Changes in the allowances for credit losses are recorded as provision for the allowance for expected credit losses and are included in general and administrative expenses in the Consolidated Statements of Operations. The Company evaluates the allowance for credit losses for the entire portfolio of accounts receivable on an aggregate basis due to the similar risk characteristics of its clients and historical loss patterns. Goodwill Goodwill represents the excess of the purchase price over the estimated fair values of the net tangible and intangible assets of acquired entities. The Company performs a goodwill impairment test annually during the fourth quarter of the fiscal year and more frequently if an event or circumstance indicates that an impairment may have occurred. Triggering events that may indicate a potential impairment include but are not limited to a significant decline in the Company's stock price, macroeconomic conditions, the Company's overall financial performance, company specific events such as a change in strategy or exiting a portion of the business, significant adverse changes in clients demand or business climate and related competitive considerations. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors that includes, but is not limited to, the triggering events listed above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit, if any. If an entity determines that the fair value of a reporting unit is greater than its carrying amount, the goodwill impairment test is not required. As the Company has only one reporting unit, the goodwill impairment assessment is performed at the Company level. During the second quarter of fiscal year 2023, the market price of the Company's Class A common stock declined significantly. This decline resulted in the Company determining that a triggering event occurred and an interim goodwill impairment assessment was performed resulting in a goodwill impairment charge of $ 514.8 million. During the fourth quarter of fiscal 2023, the annual impairment test of goodwill was performed resulting in an impairment charge of $ 386.8 million to goodwill due to the current macroeconomic factors and current market conditions. These two impairment charges resulted in a total goodwill impairment charge of $ 901.6 million for the fiscal year ended February 28, 2023. See Note 8, Goodwill additional information. The Company did no t record a goodwill impairment charge for the fiscal year ended February 28, 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. Intangible Assets, Net The Company has intangible assets with both definite and indefinite useful lives. Definite-lived intangible assets are carried at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives. The straight-line method approximates the manner in which cash flows are generated from the intangible assets. Amortization periods for definite-lived intangible assets are as follows for the Successor fiscal years ended February 28, 2023 and 2022: Trade names 1 year or Indefinite Client relationships 3 - 20 years Technology 3 - 10 years Content library 10 years Trade names are the only indefinite-lived assets that are not subject to amortization. The Company tests these indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter of the fiscal year or more frequently if an event occurs or circumstances change that indicate that the fair value of an indefinite-lived intangible asset could be below its carrying amount. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If this is the case, a quantitative assessment is performed. The qualitative impairment test consists of comparing the fair value of the indefinite-lived intangible asset, determined using the relief from royalty method, with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value. Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. Critical estimates in valuing the intangible assets include, but are not limited to, forecasts of the expected future cash flows attributable to the respective assets, anticipated growth in revenue from the acquired client and product base, and the expected use of the acquired assets. The Company did no t record an impairment charge for intangible assets during the fiscal years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. Property and Equipment, Net Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years . Leasehold improvements are amortized using the straight-line method over the remaining lease term or the estimated lives of the assets, if shorter. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the Consolidated Balance Sheets, and any resulting gain or loss is reflected in the Consolidated Statements of Operations. No material gains or losses on disposal of property and equipment were recorded during the fiscal years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. Impairment of Long-Lived Assets The Company evaluates the recoverability of its long-lived assets, which consist principally of property and equipment and acquired intangible assets with finite lives, whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset is measured by comparing the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. If that review indicates that the carrying amount of the long-lived asset is not recoverable, an impairment charge is recorded for the amount by which the carrying amount of the asset exceeds its fair value. The Company did no t record any long-lived asset impairment charges during the fiscal years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. Investments Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters and that do not have a readily determinable fair value are measured at cost, less impairment and adjusted for qualifying observable price changes. The Company's share of income or loss of such companies is not included in the Company's Consolidated Statements of Operations. The Company periodically evaluates its investments for impairment due to declines considered to be other than temporary. The primary indicators the Company utilizes to identify these events and circumstances are the minority investment's ability to remain in business by evaluating such items as the liquidity and rate of use of cash, ability to secure additional funding and value of that additional funding. If the Company determines that a decline in fair value is other than temporary, then an impairment charge is recorded in other income (expense) in the Consolidated Statements of Operations and a new basis in the investments is established. The Company did no t record any impairments during the fiscal years ended February 28, 2023 and 2022. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices in an active market; • Level 2, defined as inputs other than the quoted prices in an active market that are observable either directly or indirectly; and • Level 3, defined as unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Leases Effective March 1, 2021, the Company began accounting for leases in accordance with ASC 842, Leases (ASC 842), which requires lessees to recognize lease liabilities and right-of-use (ROU) assets on the balance sheet for most operating leases. Prior to March 1, 2021, the Company accounted for leases in accordance with ASC 840, Leases (ASC 840), under which operating leases were not recorded on the balance sheet. The Company 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, the Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. Operating lease liabilities reflect the Company's obligation to make future lease payments for real estate locations. Lease terms are comprised of contractual terms. Payments are discounted using the rate the Company would pay to borrow amounts equal to the lease payments over the lease term (the Company's incremental borrowing rate). The Company does not separate lease and non-lease components for contracts in which the Company is 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 Consolidated Statements of Operations. Tax Receivable Agreement Liability The Company entered into a Tax Receivable Agreement with certain selling equity holders of E2open Holdings that requires E2open to pay 85 % of the tax savings that are realized because of increases in the tax basis in E2open Holdings' assets. This increase is either from the sale or exchange of common units for shares of Class A common stock and cash, as well as from tax benefits attributable to payments under the Tax Receivable Agreement. E2open will retain the benefit of the remaining 15 % of the cash savings. The Company 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 pursuant to ASC 805 and relevant tax laws. The Tax Receivable Agreement liability 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 Consolidated Statements of Operations. Interest will accrue on the Tax Receivable Agreement liability at a rate of LIBOR plus 100 basis points. In addition, under ASC 450, Contingencies, any transactions with partnership unit holders after the acquisition date will result in additional Tax Receivable Agreement liabilities which will be recorded on a gross undiscounted basis. Warrant Liability The Company has public and private placement warrants as well as warrants available under the Forward Purchase Agreement dated as of April 28, 2020 by and between CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP. The Company classifies as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company’s control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). For equity-linked contracts that are classified as liabilities, the Company records the fair value of the equity-linked contracts at each balance sheet date and records the change in the statements of operations as a gain (loss) from change in fair value of warrant liability. The Company’s public warrant liability is valued using a binomial lattice pricing model. The Company’s private placement warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s forward purchase warrants are valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield, expiration dates and risk-free rates. The valuation methodologies for the warrants and forward purchase agreement included in warrant liability include certain significant unobservable inputs, resulting in such valuations classified as Level 3 in the fair value measurement hierarchy. The Company assumed a volatility based on the implied volatility of the public warrants and the Company's peer group. The Company also assumed no dividend payout. Contingent Consideration The contingent consideration liability is due to the issuance of the two tranches of restricted Series B-1 and B-2 common stock and Series 1 restricted common units (RCUs) and Series 2 RCUs of E2open Holdings as part of the Business Combination. These shares and units were issued on a proportional basis to each holder of Class A shares in CCNB1 and limited liability company interests of E2open Holdings (Common Units). The Company also had deferred consideration (earn-out) payments that were due upon the successful attainment of revenue related criteria related to the Averetek, LLC (Averetek) acquisition. In June 2021, the restricted Series B-1 common stock automatically converted into the Company's Class A common stock on a one-to-one basis and the Series 1 RCUs automatically converted into Common Units of E2open Holdings . In July 2021, the deferred consideration due to Averetek was paid in full. These restricted shares, Common Units and deferred consideration payments are treated as a contingent consideration liability under ASC 805, and valued at fair market value on the acquisition date and remeasured at each reporting date and adjusted if necessary. The Company’s earn-out liabilities and contingent consideration are valued using a Monte Carlo simulation model. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield and risk-free interest rates. Any change in the fair value of the deferred consideration from the remeasurement will be recorded in acquisition-related expenses on the Consolidated Statements of Operations. Any change in the fair value of the restricted shares and Common Units from the remeasurement will be recorded in gain (loss) from change in fair value of contingent consideration on the Consolidated Statements of Operations. Self-Insurance Reserves The Company began a self-insurance group medical program as of January 1, 2022. The program contains individual stop loss thresholds of $ 175,000 per incident and aggregate stop loss thresholds based upon the average number of employees enrolled in the program throughout the year. The amount in excess of the self-insured levels is fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. The Company also began a self-insurance short-term disability program as of January 1, 2022. The Company fully funds this program. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. Indemnification The Company includes service-level commitments to its clients guaranteeing certain levels of uptime reliability and performance and permitting those clients to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of service as a director or officer. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. The Company’s arrangements include provisions indemnifying clients against liabilities if the Company’s products infringe a third-party’s intellectual property rights. The Company has not incurred any costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. Noncontrolling Interests Noncontrolling interests represents the portion of E2open Holdings that the Company controls and consolidates but does not own. The Company recognizes each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interests are subsequently adjusted for the noncontrolling holder’s share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. The Company allocates net income or loss to noncontrolling interests based on the weighted average ownership interest during the period. The net income or loss that is not attributable to the Company is reflected in net income (loss) attributable to noncontrolling interests in the Consolidated Statements of Operations. The Company does not recognize a gain or loss on transactions with a consolidated entity in which it does not own 100% of the equity, but the Company reflects the difference in cash received or paid from the noncontrolling interests carrying amount as additional paid-in-capital. Certain limited partnership interests, including Common Units, are exchangeable into the Company’s Class A common stock. Class A common stock issued upon exchange of a holder’s noncontrolling interest is accounted for at the carrying value of the surrendered limited partnership interest and the difference between the carrying value and the fair value of the Class A common stock issued is recorded to additional paid-in-capital. Advertising Costs Advertising costs include expenses associated with the promotion of the Company's brand, products and services to its clients. These costs include the new corporate branding in fiscal year 2023, digital and social marketing related to our brand and website, company store, integrated marketing experience, on-site customer meeting and sponsorship of events. Advertising costs are expensed as incurred and included in sales and marketing expenses in the Consolidated Statements of Operations. Advertising expenses were $ 16.2 million and $ 6.1 million for the fiscal years ended February 28, 2023 and 2022 , respectively and $ 0.4 million and $ 3.8 million for the periods February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively. Severance and Exit Costs Severance expenses consist of severance for employees that have been terminated or identified for termination. Exit costs consist of expenses associated with vacating certain facility leases prior to the lease term which generally include the remaining payments on an operating lease. Lease termination obligations are reduced for future sublease income. Severance costs related to workforce reductions are recorded when the Company has committed to a plan of termination and notified the employees of the terms of the plan. Acquisition-Related Expenses Acquisition-related expenses consist of third-party accounting, legal, investment banking fees, severance, facility exit costs, travel expenses and other expenses incurred solely to prepare for and execute the acquisition and integration of a business. These costs are expensed as incurred. Share-Based Compensation The Company measures and recognizes compensation expense for all share-based awards at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the grant date fair value of options. For restricted stock grants and certain performance-based awards, fair value is determined as the average price of the Company’s Class A common stock, par value $ 0.0001 per share (Class A Common Stock) on the date of grant. The determination of fair value of share-based awards on the date of grant using an option-pricing model is affected by the stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. The expected terms of the options are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at grant date. Volatility is based on the average of historical and implied volatility of comparable companies from a representative peer group based on industry and market capitalization data. The Company has not historically issued any dividends and does not expect to in the future. For per |
Business Combination and Acquis
Business Combination and Acquisitions | 12 Months Ended |
Feb. 28, 2023 | |
Business Combinations [Abstract] | |
Business Combination and Acquisitions | 3. Business Combination and Acquisitions Business Combination The Business Combination of the Company and E2open Holdings was completed on February 4, 2021. The Business Combination was accounted for as a business combination under ASC 805. The acquisition of E2open Holdings constitutes the acquisition of a business for purposes of ASC 805, and due to the change in control, has been accounted for using the acquisition method with the Company as the accounting acquirer and E2open Holdings as the accounting acquiree. E2open Parent Holdings, Inc. has been determined to be the accounting acquirer based on evaluation of the following factors: • E2open Parent Holdings, Inc. is the sole managing member of E2open Holdings having full and complete authority over of all the affairs of E2open while the non-managing member equity holders do not have substantive participating or kick out rights; • The Sponsor and its affiliates had the right to nominate five or six initial members of the Company’s board of directors; • The predecessor controlling unitholder of E2open Holdings, Insight Partners, did not have a controlling interest in E2open Parent Holdings, Inc. or E2open Holdings as it held less than 50% of the voting interests after the Business Combination. These factors support the conclusion that E2open Parent Holdings, Inc. acquired a controlling interest in E2open Holdings and is the accounting acquirer. E2open Parent Holdings, Inc. is the primary beneficiary of E2open Holdings, which is a variable interest entity, since it has the power to direct the activities of E2open Holdings that most significantly impact E2open Holdings economic performance through its role as the managing member. E2open Parent Holdings, Inc.’s variable interest in E2open Holdings includes ownership of E2open Holdings, which results in the right and obligation to receive benefits and absorb losses of E2open Holdings that could potentially be significant to E2open Parent Holdings, Inc. Therefore, the Business Combination represented a change in control and is accounted for using the acquisition method. Under the acquisition method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed from E2open Holdings based on their estimated acquisition-date fair values. The cash consideration in the Business Combination included cash from (1) the Trust Account in the amount of $ 414.0 million which was received in CCNB1’s IPO, (2) $ 525.0 million in proceeds from the issuance of a new term loan, (3) $ 695.0 million in proceeds from the investors purchasing an aggregate of 69.5 million Class A Common Stock in connection with the Business Combination (PIPE Investment) and (4) $ 200.0 million in proceeds from the Forward Purchase Agreement. E2open Holdings received $ 627.5 million of the PIPE Investment funds prior to the closing of the Business Combination. The following summarizes the estimated fair value of the Business Combination: ($ in thousands) Fair Value Equity consideration paid to existing E2open Holdings ownership, net (1) $ 461,549 Cash consideration to E2open Holdings, net of $ 15.1 million post business combination expense 585,971 Cash repayment of debt 978,521 Contingent consideration 158,598 Tax receivable agreement payable (2) 49,892 Cash paid for seller transaction costs 38,135 Estimated fair value of the Business Combination $ 2,272,666 (1) Equity consideration paid to E2open Holdings equity holders consisted of the following: (In thousands, except per share data) Consideration Common shares subject to sales restriction 43,300 Fair value per share $ 10.98 Equity consideration paid to existing E2open Holdings ownership $ 475,434 Less: Acceleration of Class A and Class B units post business combination expense ( 13,885 ) Equity consideration paid to existing E2open Holdings ownership, net $ 461,549 (2) Payable for 85 % of the tax savings realized during the exchange of Common Units for shares of common stock, cash or other tax benefits under the Tax Receivable Agreement, as defined below. See Note 12, Tax Receivable Agreement for additional information. The Company recorded the allocation of the purchase price to the Predecessor’s tangible and intangible assets acquired and liabilities assumed based on their fair values as of February 4, 2021. The purchase price allocation is as follows: ($ in thousands) Fair Value Cash and cash equivalents $ 180,115 Account receivable, net 124,168 Other current assets 23,623 Property and equipment, net 37,924 Intangible assets 830,000 Goodwill (1) 2,628,964 Non-current assets 4,930 Current liabilities (2) ( 159,463 ) Notes payable and capital lease obligations ( 511,762 ) Warrant liability ( 91,959 ) Noncurrent liabilities (2) ( 402,986 ) Noncontrolling interest (3) ( 390,888 ) Total assets acquired and liabilities assumed $ 2,272,666 (1) Goodwill that arises from a step-up in tax basis from a business combination is generally deductible by the Company; however, this transaction did not create any tax deductible goodwill in any jurisdiction. (2) The deferred revenue reflects a $ 60.7 million reduction in deferred revenues related to the estimated fair value of the acquired deferred revenue. The adjustment is based on the fair value estimates for deferred revenue, adjusted for costs to fulfill the liabilities assumed, plus a normal profit margin. (3) Noncontrolling interest represents the 16.0 % ownership in E2open Holdings not owned by the Company as of the Closing Date. The fair value of the noncontrolling interest follows: (In thousands, except per share data) Fair Value Common shares subject to sale restriction 35,600 Fair value per share $ 10.98 Noncontrolling interest $ 390,888 The fair value of the intangible assets is as follows: ($ in thousands) Weighted Fair Value Indefinite-lived Trademark / trade name (1) Indefinite $ 110,000 Definite-lived Client relationships (2) 20 300,000 Technology (3) 8.5 370,000 Content library (4) 10 50,000 Total definite-lived 720,000 Total intangible assets $ 830,000 (1) The trademark and trade name represent the tradenames that E2open Holdings originated or acquired which were valued using the relief-from-royalty method. (2) The client relationships represent the existing client relationships of E2open Holdings that was estimated by applying the with-and-without methodology, a form of the income approach. (3) The developed technology represents technology acquired and developed by E2open Holdings for the purpose of generating income for E2open Holdings, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration. (4) The content library represents the content contributed by network participants to the E2open Holdings business network, which was valued using the replacement cost method. The allocation of the purchase price was based on valuations performed to determine the fair value of the net assets as of the Closing Date. Refinements have been made to the purchase price throughout the year with specific adjustments to stockholders' equity and goodwill. See Note 8, Goodwill and Note 21, Stockholders' Equity for additional information. E2open Holdings incurred $ 6.5 million of expenses directly related to the Business Combination from March 1, 2020 through February 3, 2021 which were included in acquisition-related expenses in the Consolidated Statements of Operations. From January 14, 2020 (inception) through the date of its last filing for the year ending December 31, 2020, CCNB1 incurred $ 3.9 million of transaction related expenses. From January 1, 2021 through February 3, 2021, CCNB1 incurred $ 0.8 million of expenses related to the Business Combination. E2open Holdings paid $ 0.6 million of debt issuance costs on the Closing Date which were capitalized and recorded as a reduction to the outstanding debt balances. On the Closing Date, the Company paid $ 14.5 million of deferred underwriting costs related to CCNB1’s initial public offering. At the closing of the Business Combination, $ 10.9 million fees related to the PIPE Investment and $ 20.2 million of debt issuance costs, including the $ 0.6 million paid by E2open Holdings, were paid by the Company. Additionally, $ 31.0 million and $ 16.9 million of acquisition-related advisory fees related to the reverse merger were paid by E2open Holdings and CCNB1, respectively, at the closing of the Business Combination and as these advisory fees were contingent upon the consummation of the Business Combination, they were not recognized in the Consolidated Statements of Operations of the Predecessor or Successor, and were success fees in nature. The nature of these fees related to advisory and investment banker fees that were incurred dependent on the success of the Business Combination. The deferred underwriting commissions and costs pertaining to the reverse merger were treated as a reduction of equity while merger-related costs were expensed in the period from February 4, 2021 through February 28, 2021. The debt issuance costs were capitalized as a reduction to the outstanding debt balances. BluJay Acquisition On May 27, 2021, the Company entered into a Purchase Agreement to acquire all the outstanding equity of BluJay TopCo Limited, a private limited liability company which owned BluJay Solutions, a cloud-based logistics execution platform company (BluJay). The agreement was between the Company and BluJay and its subsidiaries (BluJay Sellers). The acquisition of BluJay (BluJay Acquisition) was completed on September 1, 2021 (Acquisition Date) and was accounted for as a business combination under ASC 805. The cash consideration in the BluJay Acquisition was provided by $ 380.0 million in proceeds from the issuance of an incremental term loan, $ 300.0 million in PIPE financing from institutional investors for the purchase of an aggregate of 28,909,022 shares of the Company's Class A Common Stock and cash on hand. The following summarizes the consideration paid for the BluJay Acquisition. ($ in thousands) Fair Value Equity consideration paid to BluJay (1) $ 730,854 Cash consideration to BluJay 350,658 Preference share consideration paid to BluJay (2) 86,190 Cash repayment of debt 334,483 Cash paid for seller transaction costs 26,686 Estimated consideration paid for the BluJay Acquisition $ 1,528,871 (1) Equity consideration paid to BluJay equity holders consisted of the following: (In thousands, except per share data) Consideration Common shares subject to sales restriction 72,383 Fair value per share $ 10.097 Equity consideration paid to BluJay $ 730,854 (2) Represents the liability and dividends owed related to the BluJay preference shares at the of the acquisition. The allocation of the purchase price was recorded to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the Acquisition Date and adjusted certain items as noted below. The final purchase price allocation was as follows: ($ in thousands) Preliminary Purchase Price Allocation Adjustments (4) Final Purchase Price Allocation Cash and cash equivalents $ 23,773 $ — $ 23,773 Account receivable, net 33,834 ( 12 ) 33,822 Other current assets 10,352 865 11,217 Property and equipment, net 6,503 — 6,503 Operating lease right-of-use assets 9,018 — 9,018 Intangible assets 484,800 — 484,800 Goodwill (1) 1,152,084 ( 2,218 ) 1,149,866 Non-current assets 2,200 ( 2,016 ) 184 Accounts payable ( 11,773 ) 143 ( 11,630 ) Current liabilities (2) ( 33,530 ) 10,652 ( 22,878 ) Deferred revenue (3) ( 39,283 ) — ( 39,283 ) Deferred taxes ( 101,936 ) ( 7,414 ) ( 109,350 ) Non-current liabilities ( 7,171 ) — ( 7,171 ) Total assets acquired and liabilities assumed $ 1,528,871 $ — $ 1,528,871 (1) Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the BluJay Acquisition. Goodwill associated with the BluJay Acquisition was not deductible for tax purposes. (2) Current liabilities includes a $ 2.7 million deferred acquisition liability that was acquired related to a prior acquisition by BluJay. The deferred acquisition liability was a fixed amount that was determined at the closing of the acquisition and (3) The deferred revenue was recorded under ASC 606 in accordance with ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ; therefore, a reduction in deferred revenues related to the estimated fair values of the acquired deferred revenues was not required. (4) The adjustments primarily related to the jurisdictional netting of income taxes, impact of a tax rate change on the deferred balance and the reinstatement of income tax receivables along with the true-up of accrued liabilities. The fair value of the intangible assets was as follows: ($ in thousands) Useful Lives Fair Value Trade name 1 $ 3,800 Developed technology (1) 5.9 301,000 Client relationships (2) 3 180,000 Total intangible assets $ 484,800 (1) The developed technology represents technology developed by BluJay and acquired by E2open, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration. (2) The client relationships represent the existing client relationships of BluJay and acquired by E2open that was estimated by applying the with-and-without methodology, a form of the income approach. The Company incurred $ 33.7 million of expenses directly related to the BluJay Acquisition during the year ended February 28, 2022 which were included in acquisition-related expenses in the Consolidated Statements of Operations. Included in these expenses were $ 13.4 million acquisition-related advisory fees which were incurred on the Acquisition Date. In addition, the Company paid $ 10.4 million of debt issuance costs associated with the $ 380.0 million incremental term loan on the Acquisition Date which were capitalized and recorded as a reduction of the outstanding debt balances. At the closing of the BluJay Acquisition, the Company paid $ 7.1 million in fees related to the $ 300.0 million PIPE financing which were recorded as a reduction to the proceeds from the issuance of Class A Common Stock in the Consolidated Statements of Stockholders' Equity. Additionally, the Company paid $ 26.7 million of acquisition-related advisory fees and other expenses related to the BluJay Acquisition on behalf of BluJay. These expenses were part of the purchase price consideration and not recognized as expense in the Company's or BluJay's Consolidated Statements of Operations. Logistyx Acquisition On March 2, 2022, E2open, LLC acquired all of the issued and outstanding membership interests of Logistyx Technologies, LLC, a private limited liability company which connects top retailers, manufacturers and logistics providers to more than 550 in-network carriers with strategic parcel shipping and omni-channel fulfillment technology (Logistyx). The purchase price was $ 185 million, with an estimated fair value of $ 183.4 million, including $ 90 million paid in cash at closing (Logistyx Acquisition). An additional $ 95 million, which was subject to standard working capital adjustments and other contractual provisions, was paid in two installments on May 31, 2022 and September 1, 2022. The Company had the option to finance the remaining payments, at its discretion, through cash or a combination of cash and Class A Common Stock. The May 31, 2022 payment of $ 37.4 million was paid in cash. On September 1, 2022, E2open, LLC made a cash payment of $ 54.0 million to Logistyx as the final installment payment for the Logistyx Acquisition which reflected a working capital adjustment of $ 3.6 million. The Logistyx sellers disputed the working capital adjustment pursuant to the terms of the Membership Interest Purchase Agreement. During October 2022, the parties agreed to a working capital adjustment of $ 2.6 million. The additional payment for working capital was made to Logistyx on December 5, 2022. The Logistyx Acquisition was accounted for as a business combination under ASC 805. The following summarizes the consideration paid for the Logistyx Acquisition. ($ in thousands) Fair Value Cash consideration to Logistyx at fair value $ 153,090 Cash repayment of debt 29,777 Cash paid for seller transaction costs 489 Working capital adjustment ( 2,550 ) Estimated consideration paid for the Logistyx Acquisition $ 180,806 The allocation of the purchase price was recorded to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of March 2, 2022 and adjusted certain items as noted below. The final purchase price allocation was as follows: ($ in thousands) Preliminary Purchase Price Allocation Adjustments (3) Final Purchase Price Allocation Cash and cash equivalents $ 1,563 $ — $ 1,563 Account receivable, net 5,332 — 5,332 Other current assets 3,335 — 3,335 Property and equipment, net 144 — 144 Intangible assets 67,200 ( 400 ) 66,800 Goodwill (1) 125,896 ( 2,150 ) 123,746 Non-current assets 619 — 619 Accounts payable ( 5,897 ) — ( 5,897 ) Current liabilities ( 3,931 ) — ( 3,931 ) Deferred revenue (2) ( 10,747 ) — ( 10,747 ) Non-current liabilities ( 158 ) — ( 158 ) Total assets acquired and liabilities assumed $ 183,356 $ ( 2,550 ) $ 180,806 (1) Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the Logistyx Acquisition. Goodwill associated with the Logistyx Acquisition was deductible for tax purposes at the U.S. entity level. (2) The deferred revenue was recorded under ASC 606 in accordance with ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ; therefore, a reduction in deferred revenues related to the estimated fair values of the acquired deferred revenues was not required. (3) The adjustments primarily related to the $ 0.4 million change in fair values of the intangible assets due to a change in the deferred revenue and $ 2.6 million working capital adjustment. The fair value of the intangible assets was as follows: ($ in thousands) Useful Lives Fair Value Trade name 1 $ 500 Developed technology (1) 6.4 33,500 Client relationships (2) 13 32,000 Backlog (3) 2.5 800 Total intangible assets $ 66,800 (1) The developed technology represents technology developed by Logistyx and acquired by E2open, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration. (2) The client relationships represent the existing client relationships of Logistyx and acquired by E2open that was estimated by applying the with-and-without methodology, a form of the income approach. (3) The backlog represents the present value of future cash flows from contracts with clients where service has not been performed and billing has not occurred. The Company incurred $ 4.1 million ($ 0.7 million as of February 28, 2022) of expenses directly related to the Logistyx Acquisition through February 28, 2023 which are included in acquisition-related expense in the Condensed Consolidated Statements of Operations. Included in these expenses were $ 1.6 million acquisition-related advisory fees which were incurred on March 2, 2022. At the closing of the Logistyx Acquisition, E2open, LLC paid $ 0.5 million of acquisition-related advisory fees and other expenses related to the Logistyx Acquisition on behalf of Logistyx. These expenses were part of the purchase price consideration and not recognized as expense in E2open, LLC's or Logistyx's Condensed Consolidated Statements of Operations. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information presents the results of operations as if the BluJay and Logistyx acquisitions occurred as of March 1, 2021. The unaudited pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, the elimination of historical interest expense incurred by BluJay and Logistyx on its debt and the incurrence of interest expense related to the issuance of debt in connection with the BluJay and Logistyx acquisitions, transaction expenses, nonrecurring post-combination compensation expense and the related adjustment to the income tax provision. Fiscal Year Ended ($ in millions) February 28, 2022 Total revenue $ 562.4 Net loss ( 238.0 ) Less: Net loss attributable to noncontrolling interest ( 25.6 ) Net loss attributable to E2open Parent Holdings, Inc. $ ( 212.4 ) Other Acquisitions In July 2019, E2open Holdings acquired Amber Road, Inc. (Amber Road), a leading provider of cloud-based global trade management software, trade content and training. E2open Holdings acquired Amber Road for approximately $ 428.6 million in fixed consideration. The acquisition was funded by proceeds from the Term Loan Due 2024 and the Amber Term Loan of $ 35.6 million. See Note 14, Notes Payable . In May 2019, E2open Holdings acquired Averetek, a channel marketing engine enabling clients and their channel partners to plan and execute marketing campaign tactics. Averetek was acquired for $ 8.7 million in fixed consideration with $ 2.0 million in consideration contingent upon successful attainment of earn-out criteria that extend two years subsequent to closing. The fair value of the contingent consideration was $ 2.0 million at closing, February 28, 2021 or prior to payment. The contingent consideration was paid in July 2021. The Company does not disclose the actual results of acquired companies post acquisition. E2open integrates the operations of acquired companies, therefore making it impractical to report separate results. |
Liquidity and Capital Resources
Liquidity and Capital Resources | 12 Months Ended |
Feb. 28, 2023 | |
Liquidity And Capital Resources [Abstract] | |
Liquidity and Capital Resources | 4. Liquidity and Capital Resources The Company measures liquidity in terms of its ability to fund the cash requirements of its business operations, including working capital, capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Current working capital needs relate mainly to employee compensation and benefits, as well as interest, debt repayments, capital expenditures and operating expenses. The Company’s ability to expand and grow its business depends on many factors, including working capital needs and the evolution of operating cash flows. The Company h ad $ 93.0 milli on in cash and cash equivalents as of February 28, 2023. The Company believes its existing cash and cash equivalents, cash provided by operating activities, and, if necessary, the borrowing capacity of up to $ 155.0 mill ion available under its revolving credit facility (see Note 14, Notes Payable ) will be sufficient to meet its working capital, debt repayment and capital expenditure requirements until for at least the next twelve months. In the future, the Company may enter into arrangements to acquire or invest in complementary businesses. To facilitate these acquisitions or investments, the Company may seek additional equity or debt financing. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Feb. 28, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions The completion of the Business Combination resulted in related party relationships between CCNB1 and many of the selling members of E2open Holdings as a continued affiliation exists between many of the parties and several of the selling members are current members of E2open's board of directors. Additionally, the BluJay Acquisition also resulted in related party relationships between the Company and BluJay Sellers as a continued affiliation exists and each selling owner group currently has one member on E2open's board of directors. Investor Rights Agreement Business Combination The Company entered into the Investor Rights Agreement on the Closing Date. The director appointment rights under the Investor Rights Agreement will terminate as to a party when such party, together with its permitted transferees, has less than certain ownership thresholds (with respect to the affiliates of Insight Partners, the greater of 33% of the economic interests in the Company that such affiliates of Insight Partners owned immediately after the Closing Date and 2% of the Company’s voting securities, and with respect to CC Capital (on behalf of the Sponsor), less than 17% of the economic interests in the Company that it owned immediately after the Closing Date). The registration rights in the Investor Rights Agreement will terminate as to each holder of the Company’s shares of common stock when such holder ceases to hold any of the Company’s common stock or securities exercisable or exchangeable for the Company’s common stock. BluJay Acquisition 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 Holdings (Private) Limited (Temasek). The Investor Rights Agreement provides Francisco Partners and Temasek the right to nominate one member each to the Company's board of directors. Mr. Deep Shah, nominated by Francisco Partners, and Mr. Martin Fichtner, nominated by Temasek, became directors on September 1, 2021. See Note 13, Tax Receivable Agreement and Note 22, Noncontrolling Interests for additional related party disclosures. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Feb. 28, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | 6. Accounts Receivable Accounts Receivable, net consisted of the following: Successor February 28, ($ in thousands) 2023 2022 Accounts receivable $ 153,618 $ 143,799 Unbilled receivables 25,481 14,597 Less: Allowance for credit losses ( 4,290 ) ( 3,055 ) Accounts receivable, net $ 174,809 $ 155,341 Unbilled receivables represent revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed, which the Company also refer to as contract assets. Account balances are written off against the allowance for credit losses when the Company believes that it is probable that the receivable balance will not be recovered. The allowance for credit losses was comprised of the following: ($ in thousands) Amount Balance, February 28, 2021 (Successor) $ ( 908 ) BluJay Acquisition ( 1,779 ) Additions ( 1,917 ) Write-offs 1,549 Balance, February 28, 2022 (Successor) ( 3,055 ) Logistyx Acquisition ( 267 ) Additions ( 2,185 ) Write-offs 1,217 Balance, February 28, 2023 (Successor) $ ( 4,290 ) |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Feb. 28, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | 7. Prepaid and Other Current Assets Prepaid expenses and other current assets consisted of the following: Successor February 28, ($ in thousands) 2023 2022 Prepaid software and hardware license and maintenance fees $ 9,103 $ 6,022 Income and other taxes receivable 4,618 4,544 Prepaid insurance 1,337 3,401 Deferred commissions 4,771 2,867 Prepaid marketing 1,037 1,124 Security deposits 2,377 1,044 Other prepaid expenses and other current assets 1,957 7,241 Total prepaid expenses and other current assets $ 25,200 $ 26,243 Amortization of software licenses held under financing leases is included in cost of revenue and operating expenses. Prepaid maintenance, services and insurance are expensed over the term of the underlying agreements. |
Goodwill
Goodwill | 12 Months Ended |
Feb. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. Goodwill The Company tests goodwill for impairment on an annual basis or whenever events or changes occur that would more-likely-than not reduce the fair value of a report unit below its carrying value between annual impairment tests. As the Company has only one reporting unit, any goodwill impairment assessment is performed at the Company level. During the second quarter of fiscal year 2023, the market price of E2open's Class A Common Stock and market capitalization declined significantly. This decline resulted in the Company determining that a triggering event occurred and an interim goodwill impairment assessment was performed. During the fourth quarter of fiscal year 2023, the annual impairment test of goodwill was performed and the current macroeconomic factors and current market conditions indicated that the full goodwill impairment analysis should be performed. The fair value of E2open was calculated using an equally weighted combination of three different methods: discounted cash flow method, guideline public company method and guideline transaction method. The discounted cash flow method was based on the present value of estimated future cash flows which were based on management's estimates of projected net sales, net operating income margins and terminal growth rates, taking into consideration market and industry conditions. The discount rate used was based on the weighted-average cost of capital adjusted for the risk, size premium and business-specific characteristics related to projected cash flows. Under the guideline public company method, the fair value was based on the Company's current and forward-looking earnings multiples using management's estimates of projected net sales and adjusted EBITDA margins with consideration of market premiums. The unobservable inputs used to measure the fair value included projected net sales, forecasted adjusted EBITDA margins, the weighted average cost of capital, the normalized working capital level, capital expenditures assumptions, profitability projections, the determination of appropriate market comparison companies and terminal growth rates. Under the guideline transaction method, the fair value was based on pricing multiples derived from recently sold companies with similar characteristics to E2open taking into consideration management's estimates of projected net sales and net operating income margins. The three approaches generated similar results and indicated that the fair value of E2open's equity and goodwill was less than its carrying amount for both the interim and annual assessments. Therefore, in the second and fourth quarters of fiscal year 2023, the Company recognized an impairment charge of $ 514.8 million and $ 386.8 million to goodwill, respectively. These two impairment charges resulted in a total goodwill impairment charge of $ 901.6 million for the fiscal year ended February 28, 2023. The Company did no t record a goodwill impairment charge for the fiscal year ended February 28, 2022 or the periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. The following tables present the changes in goodwill: ($ in thousands) Amount Balance, February 28, 2021 (Successor) $ 2,628,646 Business Combination purchase price adjustment (1) 407 BluJay Acquisition (2) 1,155,321 Currency translation adjustment ( 27,503 ) Balance, February 28, 2022 (Successor) 3,756,871 BluJay Acquisition adjustment (2) ( 5,455 ) Logistyx Acquisition (3) 123,746 Impairment charge ( 901,566 ) Disposition (4) ( 1,306 ) Currency translation adjustment ( 44,483 ) Balance, February 28, 2023 (Successor) $ 2,927,807 (1) Consists of the post-closing adjustment of consideration and associated tax adjustments required as part of the merger transaction pursuant to Section 3.5 of the Business Combination Agreement. On July 6, 2021 additional Class A Common Stock and Common Units were issued with a value of $ 3.0 million in total pro rata to various parties who received consideration in February 2021 at the closing of the Business Combination in the form of shares of Class A Common Stock, Common Units and cash. Additional tax adjustments were required during fiscal year 2022. (2) Represents the goodwill acquired in the BluJay Acquisition as of September 1, 2021 and subsequent purchase price adjustments. See Note 3, Business Combination and Acquisitions for additional information. (3) Represents the goodwill acquired in the Logistyx Acquisition as of March 2, 2022 and subsequent purchase price adjustments. See Note 3, Business Combination and Acquisitions for additional information. (4) Represents the goodwill that was sold as part of the subsidiary disposition in February 2023. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Feb. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 9. Intangible Assets, Net Intangible assets, net consisted of the following: Successor February 28, 2023 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 110,000 $ — $ 110,000 Definite-lived: Client relationships 13.8 500,975 ( 118,520 ) 382,455 Technology 7.3 688,739 ( 170,178 ) 518,561 Content library 10.0 50,000 ( 10,372 ) 39,628 Trade name 1.0 3,843 ( 3,843 ) — Backlog 2.5 800 ( 320 ) 480 Total definite-lived 1,244,357 ( 303,233 ) 941,124 Total intangible assets $ 1,354,357 $ ( 303,233 ) $ 1,051,124 Successor February 28, 2022 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,998 $ — $ 109,998 Definite-lived: Client relationships 13.6 476,584 ( 45,467 ) 431,117 Technology 7.3 666,160 ( 72,414 ) 593,746 Content library 10.0 50,000 ( 5,372 ) 44,628 Trade name 1.0 3,705 ( 1,804 ) 1,901 Total definite-lived 1,196,449 ( 125,057 ) 1,071,392 Total intangible assets $ 1,306,447 $ ( 125,057 ) $ 1,181,390 The e2open trade name is indefinite-lived. Acquired trade names were definite-lived as over time the Company rebrands acquired products and services as e2open. During February 2023, net client relationships and technology of $ 0.7 million and $ 1.6 million, respectively, were sold as part of the subsidiary disposition. Amortization of intangible assets is recorded in cost of revenue and operating expenses in the Consolidated Statements of Operations. The Company recorded amortization expense related to intangible assets of $ 181.3 millio n, $ 120.2 million, $ 5.3 million and $ 50.2 million for the fiscal years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively. The weighted-average remaining amortization period for the definite-lived intangible assets wa s 8.7 ye ars as of February 28, 2023. Future amortization of intangibles is as follows for the fiscal years ending: ($ in thousands) Amount 2024 $ 178,388 2025 147,433 2026 116,478 2027 116,478 2028 92,281 Thereafter 290,066 Total future amortization $ 941,124 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Feb. 28, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 10. Property and Equipment, Net Property and equipment, net consisted of the following: Successor February 28, ($ in thousands) 2023 2022 Computer equipment $ 52,296 $ 33,228 Software 26,430 22,940 Software development costs 35,631 20,881 Furniture and fixtures 3,032 3,509 Leasehold improvements 9,203 9,067 Gross property and equipment 126,592 89,625 Less accumulated depreciation and amortization ( 54,116 ) ( 23,688 ) Property and equipment, net $ 72,476 $ 65,937 Computer equipment and software include assets held under financing leases. Amortization of assets held under financing leases is included in depreciation expense. See Note 26, Leases for additional information regarding the Company's financing leases. Depreciation expense was $ 31.9 million, $ 22.4 million, $ 1.1 million and $ 13.1 million for the fiscal years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively. The Company recogniz ed $ 5.6 mill ion, $ 3.0 million, $ 0.1 million and $ 0.8 million of amortization of capitalized software development costs for the fiscal years ended February 28, 2023 and 2022 and the periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively. Property and equipment, net by geographic regions consisted of the following: Successor February 28, ($ in thousands) 2023 2022 Americas $ 60,154 $ 58,441 Europe 7,728 4,022 Asia Pacific 4,594 3,474 Property and equipment, net $ 72,476 $ 65,937 No material gains or losses on disposal of property and equipment were recorded during the fiscal years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. |
Investments
Investments | 12 Months Ended |
Feb. 28, 2023 | |
Schedule of Investments [Abstract] | |
Investments | 11. Investments On February 4, 2022, the Company made a minority investment of $ 2.5 million in a private firm focused on supply chain financing. The Company made the required second investment of $ 2.5 million on May 5, 2022 along with $ 0.5 million of transaction fees. This minority investment does not have a readily determinable fair value; therefore, the Company elected the measurement alternative for its minority investment. The investment is measured at cost, less impairment and adjusted for qualifying observable price changes and recorded in other noncurrent assets in the Consolidated Balance Sheets. The Company regularly evaluates the carrying value of its investment for impairment and whether any events or circumstances are identified that would significantly harm the fair value of the investment. In the event a decline in fair value is less than the investment’s carrying value, the Company will record an impairment charge in other income (expense) in the Consolidated Statements of Operations. The Company has no t recorded any impairment charges related to this minority investment. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Feb. 28, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 12. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: Successor February 28, ($ in thousands) 2023 2022 Accrued compensation $ 40,365 $ 63,101 Accrued severance and retention 937 1,909 Trade accounts payable 32,859 33,158 Accrued professional services 3,346 5,440 Restructuring liability 213 778 Interest payable 5,324 2,398 Client deposits 2,574 2,214 Other 11,873 19,546 Total accounts payable and accrued liabilities $ 97,491 $ 128,544 |
Tax Receivable Agreement
Tax Receivable Agreement | 12 Months Ended |
Feb. 28, 2023 | |
Tax Receivable Agreement [Abstract] | |
Tax Receivable Agreement | 13. Tax Receivable Agreement E2open Holdings entered into a Tax Receivable Agreement with certain selling equity holders of E2open Holdings that requires E2open to pay 85 % of the tax savings that are realized because of increases in the tax basis in E2open Holdings' assets. This increase is either from the sale or exchange of the Common Units for shares of Class A Common Stock and cash, as well as from tax benefits attributable to payments under the Tax Receivable Agreement. E2open will retain the benefit of the remaining 15 % of these cash savings. The Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless E2open Holdings exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement or certain other accelerated events occur. Quarterly tax distributions will be paid to the holders of Common Units on a pro rata basis based upon an agreed upon formula related to the taxable income of E2open Holdings allocable to holders of Common Units. Generally, these tax distributions will be computed based on the Company’s estimate of the taxable income of E2open Holdings allocable to each holder of Common Units (based on certain assumptions), multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for a U.S. corporation organized under the laws of the State of Delaware, taking into account all jurisdictions in which the Company is required to file income tax returns together with the relevant apportionment information and the character of E2open Holdings’ income, subject to various adjustments. Significant inputs and assumptions were used to estimate the future expected payments including the timing of the realization of the tax benefits, a tax rate of 24.1 % and an imputed rate of 7 % based on the Company's cost of debt plus an incremental premium at the Closing Date. Changes in any of these or other factors are expected to impact the timing and amount of gross payments. The fair value of these obligations will be accreted to the amount of the gross expected obligation. In addition, if E2open Holdings were to exercise its right to terminate the Tax Receivable Agreement or certain other acceleration events occur, E2open Holdings will be required to make immediate cash payments. Such cash payments will be equal to the present value of the assumed future realized tax benefits based on a set of assumptions and using an agreed upon discount rate, as defined in the Tax Receivable Agreement. The early termination payment may be made significantly in advance of the actual realization, if any, of those future tax benefits. Such payments will be calculated based on certain assumptions, including that E2open Holdings has sufficient taxable income to utilize the full amount of any tax benefits subject to the Tax Receivable Agreement over the period specified therein. The payments that E2open Holdings will be required to make will generally reduce the amount of the overall cash flow that might have otherwise been available, but the Company expects the cash tax savings it will realize from the utilization of the related tax benefits will exceed the amount of any required payments. Pursuant to ASC 805 and relevant tax law, the Company has 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 gain (loss) from change in tax receivable agreement liability in the 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 recorded by E2open Holdings as of the close of the Business Combination at $ 49.9 million. The Tax Receivable Agreement liability was $ 69.7 m illion and $ 66.6 million as of February 28, 2023 and 2022 , respectively. The tax rate used in the calculation was 24.2 % and 24.1 % as of February 28, 2023 and 2022, respectively. The discount rate used for the ASC 805 calculation was 9.7 % and 8.2 % as of February 28, 2023 and 2022, respectively based on the cost of debt plus an incremental premium. During the fiscal years ended February 28, 2023 and 2022, a loss of $ 2.9 million and a loss of $ 0.2 million, respectively, was recorded as a change in the liability related to the ASC 805 discounted liability. During the fiscal years ended February 28, 2023 and 2022, the Tax Receivable Agreement liability under ASC 450 increased by $ 0.3 m illion and $ 16.3 million, respectively, as an adjustment to additional paid-in capital on the Consolidated Balance Sheets. |
Notes Payable
Notes Payable | 12 Months Ended |
Feb. 28, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 14. Notes Payable Notes payable outstanding were as follows: Successor February 28, ($ in thousands) 2023 2022 2021 Term Loan $ 1,078,200 $ 899,163 2021 Revolving Credit Facility — 80,000 Other notes payable 492 47 Total notes payable 1,078,692 979,210 Less unamortized debt issuance costs ( 23,912 ) ( 26,536 ) Total notes payable, net 1,054,780 952,674 Less current portion ( 11,144 ) ( 89,097 ) Notes payable, less current portion, net $ 1,043,636 $ 863,577 2021 Term Loan and Revolving Credit Facility In February 2021, E2open, LLC, a subsidiary of the Company, entered into a credit agreement (Credit Agreement) that provided for $ 525.0 million in term loans (2021 Term Loan) and $ 75.0 million in commitments for revolving credit loans (2021 Revolving Credit Facility) with a $ 15.0 million letter of credit sublimit. I n September 2021, the Credit Agreement was amended to include a $ 380.0 million incremental term loan, an increase in the letter of credit sublimit from $ 15.0 million to $ 30.0 million and an increase in the 2021 Revolving Credit Facility from $ 75.0 million to $ 155.0 million. In April 2022, the Credit Agreement was amended to include a $ 190.0 million incremental term loan. The 2021 Revolving Credit Facility will mature on February 4, 2026 . E2open, LLC can request increases in the revolving commitments and additional term loan facilities, in minimum amounts of $ 2.0 million for each facility. Principal payments are due on the Credit Agreement the last day of February, May, August and November commencing August 2021. The Credit Agreement was payable in quarterly installments of $ 1.3 million beginning in August 2021; however, the payments were increased to $ 2.3 million with the addition of the incremental term loan beginning in November 2021. The payment increased to $ 2.7 million with the addition of the $ 190.0 million incremental term loan beginning in May 2022. The Credit Agreement is payable in full on February 4, 2028 . The interest rates applicable to borrowings under the Credit Agreement are, at E2open, LLC’s option, either (1) a base rate, which is equal to the greater of (a) the Prime rate, (b) the Federal Reserve Bank of New York rate plus 0.5 % and (c) the adjusted Eurocurrency Rate for a one month interest period plus 1% or (2) the adjusted Eurocurrency rate equal to the adjusted Eurocurrency rate for the applicable interest period multiplied by the statutory reserve rate, plus in the case of each of clauses (1) and (2), the Applicable Rate. The Applicable Rate (1) for base rate term loans ranges from 2.25 % to 2.50 % per annum, (2) for base rate revolving loans ranges from 1.50 % to 2.00 % per annum, (3) for Eurodollar term loans ranges from 3.25 % to 3.50 % per annum and (4) for Eurodollar revolving loans ranges from 2.50 % to 3.00 % per annum, in each case, based on the first lien leverage ratio. E2open, LLC will pay a commitment fee during the term of the Credit Agreement ranging from 0.25 % to 0.375 % per annum of the average daily undrawn portion of the revolving commitments based on the First Lien Leverage Ratio which represents the ratio of the Company’s secured consolidated total indebtedness to the Company’s consolidated EBITDA as specified in the Credit Agreement. The Company will transition from LIBOR to the Secured Overnight Financing Rate (SOFR) during fiscal year 2024. The Credit Agreement may be repaid, in whole or in part, at any time and from time to time without any other premium or penalty, and any amounts repaid under the revolving credit facility may be reborrowed. Mandatory prepayments are required in connection with (1) certain dispositions of assets or the occurrence of other Casualty Events, in each case, to the extent the proceeds of such dispositions exceed certain individual and aggregate thresholds and are not reinvested, (2) unpermitted debt transactions and (3) excess cash flow in excess of $ 10.0 million. The Credit Agreement is guaranteed by E2open Intermediate, LLC, a subsidiary of the Company, and certain wholly owned subsidiaries of E2open, LLC, as guarantors, and is supported by a security interest in substantially all of the guarantors’ personal property and assets. The Credit Agreement contains certain customary events of defaults, representations and warranties as well as affirmative and negative covenants. Borrowings under the Credit Agreements may be used for working capital and other general corporate purposes, including capital expenditures, permitted acquisitions and other investments, restricted payments and the refinancing of indebtedness, and any other use not prohibited by the Loan Documents. As of February 28, 2023 and 2022, there were $ 1,078.2 million and $ 899.2 million, respectively outstanding under the 2021 Term Loan at an interest rate of 8.08 % and 4.00 %, respectively. There were no outstanding borrowings, no letters of credit and $ 155.0 million available borrowing capacity under the 2021 Rev olving Credit Facility as of February 28, 2023 . There were $ 80.0 million borrowings outstanding at an interest rate of 5.25 %, no letters of credit and $ 75.0 million available borrowing capacity under the 2021 Revolving Credit Facility as of February 28, 2022. The Company was in compliance with the First Lien Leverage Ratio for the Credit Agreement as of February 28, 2023 and 2022. See Note 31, Subsequent Events for information related to the interest rate collars that the Company entered into during March 2023 related to the 2021 Term Loan. Amber Term Loan In connection with the acquisition of Amber Road, E2open Holdings assumed a term loan that was guaranteed by Insight Partners (Amber Term Loan). As of February 28, 2020, the loan had a principal balance of $ 36.6 million, respectively, which was payable at maturity in April 2021. Interest was paid monthly. The loan had a variable interest rate of prime less 1% which was 3.25 % as of February 28, 2020. There are no premiums or penalties on voluntary prepayment of the Amber Term Loan. The Amber Term Loan was paid in full as part of the Business Combination in February 2021. Term Loan and Revolving Credit Facility Due 2024 In November 2018, E2open, LLC entered into a credit agreement, including an initial term loan of $ 400.0 million, delayed draw term loans of up to $ 80.0 million (together, Term Loan Due 2024) and a revolving credit facility of up to $ 30.0 million (Revolving Credit Facility). In connection with the Amber Road acquisition in July 2019, E2open, LLC borrowed an additional $ 441.0 million. The Term Loan Due 2024 and Revolving Credit Facility were fully and unconditionally guaranteed, jointly and severally, by E2open, LLC and its wholly owned subsidiaries and secured by all their tangible and intangible property. The Term Loan Due 2024 was set to mature in November 2024 and amortized in quarterly installments beginning February 2019, with the balance payable on the final maturity date. E2open, LLC was allowed to make voluntary prepayments on the Term Loan Due 2024, in whole or in part, without premium or penalty, except in the instance of refinancing with new indebtedness or a change in control, where prepayment premiums applied. Additionally, the agreement required E2open, LLC to make early principal payments on an annual basis beginning February 2020, if cash flows for the year, as defined in the agreement, exceeded certain levels specified in the agreement. No early principal payments were required as of January 2021. Upon the acquisition of Amber Road, the Term Loan Due 2024 and Revolving Credit Facility were amended, and interest rates were increased by 0.75 %. Interest incurred under the Term Loan Due 2024 and Revolving Credit Facility were amended to be at the borrower’s option at either (a) a LIBOR rate plus an applicable margin of 5.75 % or (b) a base rate, plus an applicable margin of 4.75 %. The interest rate for the Term Loan Due 2024 and Revolving Credit Facility was 7.7 % as of February 29, 2020. The Term Loan Due 2024 and Revolving Credit Facility agreement contained a number of covenants that, among other things and subject to certain exceptions, restricted E2open, LLC and its subsidiaries’ ability: (a) to incur additional indebtedness; (b) issue preferred equity interests; (c) incur liens; (d) consolidate, merge; liquidate or dissolve; (e) make investments, loans and acquisitions; (f) sell, transfer, lease or dispose of assets, including equity of its subsidiaries; (g) engage in sale-leaseback transactions; (h) make restricted payments; (i) engage in transactions with its affiliates; and (j) enter into restrictive agreements. The credit agreement governing the Term Loan Due 2024 and Revolving Credit Facility required E2open, LLC to maintain a Total Leverage Ratio, as defined in the agreement, under a stated maximum threshold. The Term Loan Due 2024 and Revolving Credit Facility also contained certain customary representations and warranties, affirmative covenants and provisions relating to events of default. The Company was in compliance with the covenants of the Term Loan Due 2024 and Revolving Credit Facility until it was paid in full in February 2021 as part of the Business Combination. During the years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, the Company recognized $ 70.8 mi llion, $ 33.1 million, $ 1.5 million and $ 64.5 million, respectively, of interest expense related to its outstanding debt in the Consolidated Statements of Operations including the amortization of deferred financing fees. The following table sets forth principal payment obligations of the Company's notes payable for the fiscal years ending: ($ in thousands) Amount 2024 $ 11,144 2025 11,126 2026 11,109 2027 10,962 2028 1,034,351 Thereafter — Total minimum payments 1,078,692 Less current portion ( 11,144 ) Notes payable, less current portion $ 1,067,548 |
Contingent Consideration
Contingent Consideration | 12 Months Ended |
Feb. 28, 2023 | |
Contingent Consideration [Abstract] | |
Contingent Consideration | 15. 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 and Series 2 RCUs of E2open Holdings as part of the Business Combination. These shares and units were issued on a proportional basis to each holder of Class A shares in CCNB1 and Common Units of E2open Holdings. These restricted shares and Common Units are treated as a contingent consideration liability under ASC 805 and valued at fair market value. The contingent consideration liability was recorded at a fair value of $ 158.6 million as of the close of the Business Combination 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 Consolidated Statements of Operations as a nonoperating income (expense) as the change in fair value is not part of the Company's core operating activities. The contingent consideration liability was $ 29.5 million and $ 45.6 million as of February 28, 2023 and 2022, respectively. The fair value remeasurements resulted in a gain of $ 16.0 m illion, a loss of $ 56.1 million and a gain of $ 29.2 million for the fiscal years ended February 28, 2023 and 2022 and the period from February 4, 2021 through February 28, 2021. Except as required by law, the holders of the Class B common stock are not entitled to any voting rights with respect to such Class B common stock. Dividends and other distributions will be declared simultaneously with any dividend on shares of Class A Common Stock and ratably for the holders of Class B common stock, provided that no such dividends will be paid on any share of Class B common stock until the conversion of such share into Class A Common Stock, if any, at which time all accrued dividends will be paid. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, the holders of Class B common stock are not entitled to receive any assets of the Company (other than to the extent such liquidation, dissolution or winding up constitutes a conversion event (as defined in the Sponsor Side Letter Agreement), in which case such Class B common stock shall, in accordance with the certificate of incorporation, automatically convert to Class A Common Stock and the holders of such resulting Class A Common Stock shall be treated as a holder of Class A Common Stock). The 8,120,367 shares of Series B-1 common stock, including the Sponsor Side Letters shares noted below, automatically convert into the Company’s Class A Common Stock on a one-to-one basis upon the occurrence of the first day on which the 5 -day volume-weighted average price (VWAP) of the Company’s Class A Common Stock is equal to at least $ 13.50 per share; provided, however, that the reference to $ 13.50 per share shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the closing of the Business Combination. As of June 8, 2021, the 5 -day daily per share volume-weighted average price (VWAP) of the 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 the Company's 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 February 28, 2023 and 2022. There were 3,372,184 shares of Series B-2 common stock outstanding as of February 28, 2023 and 2022 . The Series B-2 common stock automatically convert into the Company's Class A Common Stock on a one-to-one basis upon the occurrence of the first day on which the 20-day VWAP is equal to at least $ 15.00 per share; provided, however, that the reference to $ 15.00 per share shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the closing of the Business Combination. Similar to the Series B-1 common stock, the 4,379,557 shares of Series 1 RCUs vest and become Common Units of E2open Holdings at such time as the 5 -day VWAP of the Class A Common Stock is at least $ 13.50 per share; however, the $ 13.50 per share threshold will be decreased by the aggregate amount of dividends per share paid following the closing of the Business Combination. As of June 8, 2021, the 5-day VWAP of the 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, par value $ 0.0001 per share (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 February 28, 2023 and 2022 . Similar to the Series B-2 common stock, the Series 2 RCUs will vest (a) at such time as the 20-day VWAP of the Class A Common Stock is at least $ 15.00 per share; however, the $ 15.00 per share threshold will be decreased by the aggregate amount of dividends per share paid following the closing of the Business Combination; (b) upon the consummation of a qualifying change of control of the Company or 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. The Company has not paid any dividends to date and does not expect to in the future. See Note 3, Business Combination and Acquisitions for additional information. Sponsor Side Letter In connection with the execution of the Business Combination Agreement, the Sponsor, certain investors and CCNB1’s Independent Directors entered into the Sponsor Side Letter Agreement with CCNB1. Under the Sponsor Side Letter Agreement, 2,500,000 Class B ordinary shares of CCNB1 held by the Sponsor and CCNB1’s Independent Directors were automatically converted into 2,500,000 shares of Series B-1 Common Stock, which, collectively, are referred to as the Restricted Sponsor Shares. The vesting conditions of the shares of Series B-1 Common Stock mirror the Series 1 RCUs. 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 a fair value of $ 26.0 million on the acquisition date and remeasured at each reporting date and adjusted if necessary. Any gain or loss recognized from the remeasurement was recognized in gain (loss) from the change in fair value of contingent consideration on the Consolidated Statements of Operations as a nonoperating income (expense) as the change in fair value was not a core operating activity of the Company. The contingent consideration liability was $ 21.4 million as of February 28, 2021. As of June 8, 2021, the 5 -day VWAP of the Company's Class A Common Stock exceeded $ 13.50 per share which was triggering event for the Series B-1 common stock to automatically convert into Class A Common Stock on a one-to-one basis . The fair value remeasurements through June 8, 2021 resulted in a loss of $ 13.7 million for the fiscal year ended February 28, 2022. The change in fair value for the period from February 4, 2021 through February 28, 2021 was a gain of $ 4.6 million. Averetek The purchase agreement for Averetek (see Note 3, Business Combination and Acquisitions ) 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, as well as a deferred consideration payment of $ 1.1 million that extended one year subsequent to the closing of Averetek. The deferred consideration and earn-out liabilities were recorded on the acquisition date in acquisition-related obligations on the Consolidated Balance Sheets. The earn-out liability was remeasured at each reporting date and adjusted if necessary. At the acquisition date, the fair value of the contingent consideration was $ 2.0 million. The Company determined there was no change in fair value of the contingent consideration as of February 28, 2021 or prior to payment. The deferred consideration was earned in May 2021 and paid in July 2021. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Feb. 28, 2023 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 16. Financial Instruments Cash Flow Hedging Activities The Company's foreign exchange forward contracts are designed and qualify as cash flow hedges. The contracts currently hedge the U.S. dollar/Indian rupee relationship with the duration of these forward contracts ranging from one-month to 24-months at inception. These contracts cover a portion of the Company's spend in Indian rupee. The Company has not hedged its exposure to revenue or expenses in other currencies. As of February 28, 2023, the Company's foreign exchange forward contracts have durations of approxim ately 18 months or less. The Company's exposure to the market gains or losses will vary over time as a function of currency exchange rates. The amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the instruments. The following table represents the Consolidated Balance Sheets location and amount of the foreign currency forward contract fair values: Successor ($ in thousands) February 28, 2023 Accounts payable and accrued liabilities $ ( 659 ) Other noncurrent liabilities ( 197 ) The Company estimates the $ 0.7 m illion, net of tax, of losses on forward exchange currency derivative instruments included in other comprehensive loss will be settled and reclassified into earnings within the next twelve months. The Company reports its foreign exchange forward contract assets and liabilities on a net basis in the Consolidated Balance Sheets when a master-netting arrangement exists between it and the counterparty to the contract. A standard master netting agreement exists between the Company and the counterparty to the foreign exchange forward contract entered into in August 2022. The agreement allows for multiple transaction payment netting and none of the netting arrangements involve collateral. As of February 28, 2023, all of the foreign exchange forward contracts are in a liability position. See Note 23, Other Comprehensive Income (Loss) for additional information regarding the cash flow hedges. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Feb. 28, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Fair Value Measurement | 17. Fair Value Measurement The Company’s financial instruments include cash and cash equivalents; investments; accounts receivable, net; accounts payable; acquisition-related obligations; notes payable; and 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. The Company measures its cash equivalents and investments at fair value, based on an exchange or exit price which represents the amount that would be received for an asset sale or an exit price, or paid to transfer a liability in an orderly transaction between knowledgeable and willing market participants. The Company estimates the fair value for notes payable and financing lease obligations by discounting the future cash flows of the related note and lease payments. As of February 28, 2023 and 2022, the fair value of the cash and cash equivalents, restricted cash, notes payable and financing lease obligations approximates their recorded values. The following tables set forth details about the Company’s investments: ($ in thousands) Cost Gross Gross Fair Value February 28, 2023 (Successor) Asset-backed securities $ 162 $ 35 $ — $ 197 February 28, 2022 (Successor) Asset-backed securities $ 162 $ 46 $ — $ 208 Observable inputs are based on market data obtained from independent sources. Unobservable inputs reflect the Company’s assessment of the assumptions market participants would use to value certain financial instruments. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows: Successor February 28, 2023 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investments: Asset-backed securities $ — $ 197 $ — $ 197 Total investments — 197 — 197 Total assets $ — $ 197 $ — $ 197 Liabilities: Forward currency contracts $ — $ 856 $ — $ 856 Cash-settled restricted stock units 21 — — 21 Tax receivable agreement liability — — 53,154 53,154 Warrant liability 16,920 — 12,696 29,616 Contingent consideration — — 29,548 29,548 Total liabilities $ 16,941 $ 856 $ 95,398 $ 113,195 Successor February 28, 2022 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market $ 4 $ — $ — $ 4 Total cash equivalents 4 — — 4 Investments: Asset-backed securities — 208 — 208 Total investments — 208 — 208 Total assets $ 4 $ 208 $ — $ 212 Liabilities: Tax receivable agreement liability $ — $ — $ 50,268 $ 50,268 Warrant liability 27,324 — 39,815 67,139 Contingent consideration — — 45,568 45,568 Total liabilities $ 27,324 $ — $ 135,651 $ 162,975 Cash-Settled Restricted Stock Units Cash-settled restricted stock units (RSUs) form part of the Company's compensation program. The fair value of these awards are determined using the closing stock price of the Class A Common Stock on the last day of each balance sheet date which is considered an observable quoted market price in active markets (Level 1). 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 February 28, ($ in thousands) 2023 2022 Beginning of period $ 45,568 $ 152,808 Conversion to Class A Common Stock — ( 175,000 ) Cash payments — ( 2,000 ) (Gain) loss from fair value of contingent consideration ( 16,020 ) 69,760 End of period $ 29,548 $ 45,568 The change in the fair value of the earn-out is recorded in acquisition-related expenses while the change in the fair value of the contingent consideration is recorded in gain (loss) from change in fair value of contingent consideration in the Consolidated Statements of Operations. Tax Receivable Agreement The Company's tax receivable agreement liability is measured under both ASC 805 at fair value on a recurring basis using significant unobservable inputs (Level 3) and ASC 450 at book value. The following table provides a reconciliation of the portion of the tax receivable agreement liability measured at fair value under Level 3: Successor February 28, ($ in thousands) 2023 2022 Beginning of period $ 50,268 $ 50,114 Gain (loss) from fair value of tax receivable agreement liability 2,886 154 End of period $ 53,154 $ 50,268 The change in the fair value of the tax receivable agreement liability is recorded in gain (loss) from change in tax receivable agreement liability in the Consolidated Statements of Operations. Warrants The Company’s warrant liability is measured at fair value on a recurring basis using active market quoted prices (Level 1) and significant unobservable inputs (Level 3). The following table provides a reconciliation of the warrant liability: Successor February 28, ($ in thousands) 2023 2022 Beginning of period $ 67,139 $ 68,772 Gain from fair value of warrant liability ( 37,523 ) ( 1,633 ) End of period $ 29,616 $ 67,139 The change in the fair value of the warrant liability is recorded in gain (loss) from change in fair value of warrant liability in the Consolidated Statements of Operations. The fair values of the Company’s Level 1 financial instruments, which are traded in active markets, are based on quoted market prices for identical instruments. The fair values of the Company’s Level 2 financial instruments are based on quoted market prices for comparable instruments or model-driven valuations using observable market data or inputs corroborated by observable market data. The Company’s earn-out liabilities and contingent consideration are valued using a Monte Carlo simulation model. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield and risk-free interest rates. These valuation models use unobservable market input, and therefore the liabilities are classified as Level 3. The Company’s public warrants are valued using active market quoted prices, which are Level 1 inputs. The private placement warrants are valued using a binominal pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The 5,000,000 redeemable warrants purchased pursuant to the Forward Purchase Agreement (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 uses unobservable market input, and therefore the liability is classified as both Level 1 and Level 3. |
Revenue
Revenue | 12 Months Ended |
Feb. 28, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 18. Revenue The Company primarily generates revenue from the sale of subscriptions and professional services. The Company recognizes revenue when the client contract and associated performance obligations have been identified, the transaction price has been determined and allocated to the performance obligations in the contract, and the performance obligations have been satisfied. The Company recognizes revenue net of any taxes collected from clients, which are subsequently remitted to governmental authorities. Other revenue is recognized when the service is delivered to the client. Total Revenue by Geographic Locations Revenue by geographic regions consisted of the following: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 March 1, 2020 Americas $ 549,246 $ 366,987 $ 20,403 $ 295,923 Europe 81,062 43,430 463 6,226 Asia Pacific 21,907 15,144 499 6,498 Total revenue $ 652,215 $ 425,561 $ 21,365 $ 308,647 Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the client. Americas revenue attributed to the United States was 83 % , 86 %, 96 % and 96 % during the years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively. No other country represented more than 10% of total revenue during these periods. During fiscal years ended February 28, 2023 and 2022 , the Company recorded a $ 0.5 million and $ 53.6 million reduction to revenue to amortize the deferred revenue fair value adjustment that resulted from the purchase price allocation in the Business Combination, respectively. With the early adoption of ASU 2021-08, a fair value adjustment to deferred revenue is no longer required; therefore, an adjustment to deferred revenue was not made for the BluJay or Logistyx acquisitions. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the client is not committed. The client is not considered committed when they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient of ASC 606 , the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. As of February 28, 2023 and 2022, approxima tely $ 779.6 million and $ 767.9 million of revenue was expected to be recognized from remaining performance obligations, respectively. These amounts are expected to be recognized over the next five years . Contract Assets and Liabilities Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. Contract assets were $ 25.5 million and $ 14.6 million as of February 28, 2023 and 2022, respectively. Contract liabilities consist of deferred revenue which includes billings in excess of revenue recognized related to subscription contracts and professional services. Deferred revenue is recognized as revenue when the Company performs under the contract. Deferred revenue wa s $ 206.3 millio n and $ 192.1 million as of February 28, 2023 and 2022 , respectively. A fair value adjustment of $ 60.7 million was recorded as part of the Business Combination that reduced deferred revenue. See Note 3, Business Combinations and Acquisitions . As deferred revenue is recognized, any fair value adjustment related to the deferred revenue is also recognized as a reduction to revenue. As of February 28, 2022 , the fair value adjustment to reduce deferred revenue as part of the Business Combination was $ 0.5 million. As of February 28, 2023 there was no longer a fair value adjustment to reduce deferred revenue. Revenue recognized during the fiscal year ended February 28, 2023, included in deferred revenue on the Consolidated Balance Sheets as of February 28, 2022 , was $ 171.8 million. Sales Commissions With the adoption of ASC 606 and ASC 340-40, Contracts with Customers in March 2019, the Company began deferring and amortizing sales commissions that are incremental and directly related to obtaining client contracts. Amortization expense o f $ 4.1 million, $ 1.4 million, less than $ 0.1 million and $ 3.9 million was recorded in sales and marketing expense in the Consolidated Statements of Operations for the fiscal years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively. Certain sales commissions that would have an amortization period of less than a year are expensed as incurred in sales and marketing expenses. As of February 28, 2023 and 2022, the Company had $ 16.0 million a nd $ 12.2 million of capitalized sales commissions included in other prepaid and other current assets and other noncurrent assets in the Consolidated Balance Sheets, respectively. In conjunction with the purchase accounting associated with the Business Combination, sales commissions deferred by the Predecessor were determined to have no fair value and were written off. |
Severance and Exit Costs
Severance and Exit Costs | 12 Months Ended |
Feb. 28, 2023 | |
Restructuring and Related Activities [Abstract] | |
Severance and Exit Costs | 19. Severance and Exit Costs In connection with the acquisitions, the Company conducts pre and post-acquisition related operational reviews to reallocate resources to strategic areas of its 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 Consolidated Statements of Operations are as follows: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year February 4, 2021 March 1, 2020 Severance $ 3,124 $ 6,924 $ 10 $ 1,971 Lease exits 489 1,657 45 2,695 Total severance and exit costs $ 3,613 $ 8,581 $ 55 $ 4,666 In addition, during the second quarter of fiscal year 2023, the Company accrued $ 0.8 million in severance expense related to an executive who left the Company. The expense was recorded in general and administrative expense in the Consolidated Statements of Operations and in the Consolidated Balance Sheets in accounts payable and accrued liabilities in the accrued severance and retention liability. The severance payment was paid during the third quarter of fiscal year 2023. Included in accounts payable and accrued liabilities as of February 28, 2023 and 2022 was a restructuring liability balance, primarily consisting of lease related obligations, of $ 0.2 mill ion and $ 0.8 million, respectively, and a restructuring severance liability of $ 0.9 million and $ 1.9 million, respectively. The Company expects these amounts to be substantially paid within the next 12 months. The following table reflects the changes in the severance and exit costs accruals: Successor February 28, ($ in thousands) 2023 2022 Beginning of period $ 2,687 $ 1,988 Payments ( 6,225 ) ( 7,302 ) Impairment of right-of-use assets ( 421 ) ( 580 ) Disposition (1) ( 162 ) — Expenses 5,271 8,581 End of period $ 1,150 $ 2,687 (1) Represents the severance and retention accrual that was written off as part of the subsidiary disposition in February 2023. |
Warrants
Warrants | 12 Months Ended |
Feb. 28, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 20. Warrants As of February 28, 2023 and 2022 , there were an aggregate of 29,079,872 warrants outstanding, which include the public warrants, private placement warrants and Forward Purchase Warrants. Each warrant entitles its holders to purchase one share of the Company's Class A Common Stock at an exercise price of $ 11.50 per share. The private placement warrants became exercisable with the Domestication. The Forward Purchase Warrants became exercisable upon effectiveness of the Company’s Form S-1 in March 2021. The public warrants became exercisable in April 2021 . The public warrants, private placement warrants and forward purchase warrants will expire five years after the Closing Date, or earlier upon redemption or liquidation. Once the warrants became exercisable, the Company has the option to redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. However, the 10,280,000 private placement warrants are nonredeemable so long as they are held by the Company’s Sponsor or its permitted transferees. The warrants are recorded as a liability in warrant liability on the Consolidated Balance Sheets with a balance of $ 29.6 m illion and $ 67.1 million as of February 28, 2023 and 2022, respectively. During the fiscal years ended February 28, 2023 and 2022 and period from February 4, 2021 through February 28, 2021, a gain of $ 37.5 m illion, $ 1.6 million and $ 23.2 million was recognized in gain from change in fair value of the warrant liability in the Consolidated Statements of Operations, respectively. During the fiscal year ended February 28, 2022 , 100 warrants were exercised with a total exercise price of $ 1,150 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Feb. 28, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 21. Stockholders' Equity Class A Common Stock The Company is authorized to issue 2,500,000,000 Class A common stock with a par value of $ 0.0001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. As of February 28, 2023 and 2022 , there were 302,582,007 and 301,536,621 shares of Class A Common Stock issued, respectively, and 302,405,353 and 301,359,967 shares of Class A Common Stock outstanding, respectively. Class V Common Stock The Company was authorized to issue 40,000,000 Class V common stock with a par value of $ 0.0001 per share. In August 2021, the number of shares authorized for issuance was increased to 42,747,890 Class V common stock with a par value of $ 0.0001 . These shares have no economic value but entitle the holder to one vote per share. As of February 28, 2023 and 2022 , there were 32,992,007 and 33,560,839 shares of Class V Common Stock issued and outstanding, respectively, and 9,755,883 and 9,187,051 shares of Class V Common Stock held in treasury, respectively. The holders of Common Units participate in net income or loss allocations and distributions of E2open Holdings. They are also entitled to Class V Common Stock on a one-for-one basis to their Common Units which in essence allows each holder one vote per Common Unit. The following table reflects the changes in the Company’s outstanding stock: Class A Class V Series B-1 Series B-2 Balance, February 28, 2021 (Successor) 187,051,142 35,636,680 8,120,367 3,372,184 Conversion of Series B-1 common stock (1) 8,120,273 — ( 8,120,273 ) — Conversion of Series 1 RCUs (2) — 4,379,557 — — Business Combination post-close adjustment (3) 133,322 92,690 — — Issuance of common stock for BluJay Acquisition (4) 72,383,299 — — — Issuance of common stock for BluJay Acquisition (5) 28,909,022 — — — Conversion of Common Units (6) 4,939,463 ( 6,548,088 ) — — Exercise of warrants (7) 100 — — — Repurchase shares (8) ( 176,654 ) — — — Balance, February 28, 2022 (Successor) 301,359,967 33,560,839 94 3,372,184 Conversion of Common Units (6) 349,941 ( 568,832 ) — — Vesting of restricted awards, net of shares (9) 695,445 — — — Balance, February 28, 2023 (Successor) 302,405,353 32,992,007 94 3,372,184 (1) As of June 8, 2021, the 5 -day VWAP of the Company's 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 Class A Common Stock on a one-to-one basis . See Note 15, Contingent Consideration for additional information. (2) As of June 8, 2021, the 5-day VWAP of the Company's 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 15, Contingent Consideration for additional information. (3) On July 6, 2021, pursuant to Section 3.5 of the Business Combination Agreement, the Company 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) Equity consideration paid to the BluJay equity holders as part of the BluJay Acquisition. (5) PIPE financing from institutional investors for the purchase of Class A Common Shares with the proceeds used for the BluJay Acquisition. (6) Class A Common Stock issued for the conversion of Common Units settled in stock. During the fiscal year ended February 28, 2023 , the Company paid $ 1.4 million in cash for the repurchase of 218,891 Common Units that were converted into cash instead of stock at the Company's option. During the fiscal year ended February 28, 2022 , the Company paid $ 16.8 million in cash for the repurchase of 1,619,864 Common Units that were converted into cash instead of stock. 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, 11,239 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. (7) During November 2021, 100 warrants were exercised with a total exercise price of $ 1,150 and converted into Class A Common Stock. (8) On July 13, 2021, the Company's 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 15, Contingent Consideration for additional details on the conversions. (9) The Class A Common Stock withheld for taxes revert back to the 2021 Incentive Plan, as defined below, and are used for future grants. Membership Units Prior to the Business Combination, E2open Holdings had three classes of units: Class A, Class A-1 and Class B. Class A units were the only units with voting rights. Holders of Class A and Class A-1 units were entitled to priority distributions until each unit received $ 1.00 per unit. Remaining distributions, if any, were made pro rata to all units. Class B units were incentive, profit-interest units issued to management, which participated as long as E2open Holdings made distributions to any Class A units equal to the participation level of the applicable Class B units. Issued and outstanding Class A and Class A-1 units were 349.6 million and 7.2 million, respectively, as of February 3, 2021, and 349.0 million and 6.1 million, respectively, as of February 29, 2020. During the period from March 1, 2020 through February 3, 2021, the Company received $ 3.5 million in proceeds from the sale of membership units. Share Repurchase Program On January 20, 2022, E2open's board of directors approved a $ 100.0 million share repurchase program (2022 Share Repurchase Program). Stock repurchases could have been made from time to time in the open market, in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or other available means. The 2022 Share Repurchase Program was subject to market conditions and other factors and did not obligate the Company to repurchase any dollar amount or number of Class A Common Stock and the program could have been extended, modified, suspended or discontinued at any time, without prior notice. No shares of Class A Common Stock were repurchased under the 2022 Share Repurchase Program which terminated according to the plan documents on January 19, 2023. The Company will record all share repurchases based on the trade date. Shares of Class A Common Stock repurchased under a share repurchase program will be recorded as treasury stock, at cost, but may from time to time be retired. |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Feb. 28, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 22. Noncontrolling Interests Noncontrolling interest represents the portion of E2open Holdings that the Company controls and consolidates but does not own. As of February 28, 2023 and 2022, the noncontrolling interest represents a 9.8 % and 10.0 % owner ship in E2open Holdings, respectively. As part of the Business Combination, E2open Parent Holdings, Inc. became the owner of E2open Holdings along with the existing owners of E2open Holdings through Common Unit ownership. The existing owners of E2open Holdings are shown as noncontrolling interests on the Consolidated Balance Sheets and their portion of the net income (loss) of E2open Holdings is shown as net income (loss) attributable to noncontrolling interest on the Consolidated Statements of Operations. Generally, Common Units participate in net income or loss allocations and distributions and entitle their holder to the right, subject to the terms set forth in the Third Amended and Restated Limited Liability Company Agreement of E2open, LLC (Third Company Agreement), to require E2open Holdings to redeem all or a portion of the Common Units held by such participant. At the Company’s option, it may satisfy this redemption with cash or by exchanging Class V Common Stock for Class A Comm on Stock on a one -for- one basis. The Third Company Agreement contains provisions which require that a one-to-one ratio be maintained between the interests the Company holds in E2open Holdings and the Company's outstanding common stock, subject to certain exceptions, including in respect of management equity which has not been settled in the Company's common stock. Additionally, there are certain restrictions on the transfer of Common Units as specified in the Third Company Agreement. 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, E2open Holdings 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. During the fiscal year ended February 28, 2023 , 349,941 Common Units were converted into Class A Common Stock with a value of $ 2.5 million based off the 5-day VWAP and a total of 218,891 Common Units were settled in cash of $ 1.4 million. During the fiscal year ended February 28, 2022 , 4,939,463 Common Units were converted into Class A Common Stock with a value of $ 55.0 million based off the 5-day VWAP and 1,619,864 Common Units were settled in cash of $ 16.8 million. This activity resulted in a decrease to noncontrolling interests of $ 3.9 million and $ 71.7 million during the fiscal years ended February 28, 2023 and 2022, respectively. The Company did no t redeem any Common Units during the period from February 4, 2021 through February 28, 2021. As of February 28, 2023 and 2022, there were a total of 33.0 million a nd 33.6 million Common Units held by participants of E2open Holdings, respectively. The Company follows the guidance issued by the FASB regarding the classification and measurement of redeemable securities. Accordingly, the Company has determined that the Common Units meet the requirements to be classified as permanent equity. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 12 Months Ended |
Feb. 28, 2023 | |
Statement of Other Comprehensive Income [Abstract] | |
Other Comprehensive Income (Loss) | 23. Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) in the equity section of Consolidated Balance Sheets includes: ($ in thousands) Foreign Currency Translation Adjustment Unrealized Holding Gains (Losses) on Derivatives Total Balance, February 28, 2021 (Successor) $ 2,388 $ — $ 2,388 Other comprehensive loss ( 33,392 ) — ( 33,392 ) Tax effects 11,985 — 11,985 Other comprehensive loss ( 21,407 ) — ( 21,407 ) Balance, February 28, 2022 (Successor) $ ( 19,019 ) $ — $ ( 19,019 ) Other comprehensive loss ( 56,306 ) ( 856 ) ( 57,162 ) Tax effects 7,578 — 7,578 Other comprehensive loss ( 48,728 ) ( 856 ) ( 49,584 ) Balance, February 28, 2023 (Successor) $ ( 67,747 ) $ ( 856 ) $ ( 68,603 ) The effect of amounts reclassified out of unrealized holding losses on derivatives into net income (loss) was as follows: Fiscal Year Ended ($ in thousands) February 28, 2023 Reclassifications: Cost of revenue $ 201 Research and development 177 Sales and marketing 7 General and administrative 90 Total $ 475 The Company reclassed $ 0.4 million from foreign currency translation adjustment to loss on disposition included in general and administrative in the Consolidated Statements of Operations during the fiscal year ended February 28, 2023 as a result of the subsidiary disposition in February 2023. The Company did not reclass any items to the Consolidated Statements of Operations from accumulated other comprehensive income (loss) during the fiscal year ended February 28, 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. Accumulated foreign currency translation adjustments are reclassified to net income (loss) when realized upon sale or upon complete, or substantially complete, liquidation of the investment in the foreign entity. See Note 16, Financial Instruments for additional information related to the Company's derivative instruments. The unrealized gain on investment was eliminated as part of the Business Combination. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Feb. 28, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 24. Earnings Per Share Basic earnings per share is calculated as net (loss) 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 (loss) income: Successor (in thousands, except per share data) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 Net (loss) income per share: Numerator - basic: Net (loss) income per share: $ ( 720,202 ) $ ( 189,914 ) $ 12,857 Less: Net (loss) income attributable to ( 71,499 ) ( 24,138 ) 2,057 Net (loss) income attributable to E2open Parent $ ( 648,703 ) $ ( 165,776 ) $ 10,800 Numerator - diluted: Net (loss) income attributable to E2open Parent $ ( 648,703 ) $ ( 165,776 ) $ 10,800 Add: Net (loss) income and tax effect attributable — — 1,561 Net (loss) income attributable to E2open Parent $ ( 648,703 ) $ ( 165,776 ) $ 12,361 Denominator - basic: Weighted average Class A Common Stock shares Weighted average shares related to time based restricted Weighted average shares outstanding - basic 301,946 245,454 187,051 Net (loss) income per share - basic $ ( 2.15 ) $ ( 0.68 ) $ 0.06 Denominator - diluted: Weighted average shares outstanding - basic 301,946 245,454 187,051 Weighted average effect of dilutive securities: Time based restricted stock — — 35,637 Weighted average shares outstanding - diluted 301,946 245,454 222,688 Diluted net (loss) income per common share $ ( 2.15 ) $ ( 0.68 ) $ 0.06 Potential common shares issuable to employees or directors upon exercise or conversion of shares under the Company’s share-based compensation plans and upon exercise of warrants are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss available to common stockholders. The following table summarizes the weighted-average potential common shares excluded from diluted (loss) income per common share as their effect would be anti-dilutive: Successor Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 Shares related to Series B-1 common stock 94 68 8,120,367 Shares related to Series B-2 common stock 3,372,184 3,372,184 3,372,184 Shares related to restricted common units Series 1 — — 4,379,557 Shares related to restricted common units Series 2 2,627,724 2,627,724 2,627,724 Shares related to warrants (1) 29,079,872 29,079,944 29,079,972 Shares related to Common Units 33,279,284 35,724,516 — Shares related to options 3,612,372 2,349,839 — Share related to performance based restricted stock 2,049,335 742,838 — Shares related to time based restricted stock 2,937,429 692,699 — Units/Shares excluded from the dilution computation 76,958,294 74,589,812 47,579,804 (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 | 12 Months Ended |
Feb. 28, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based and Unit-Based Compensation | 25. Share-Based and Unit-Based Compensation 2021 Incentive Plan The E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan (2021 Incentive Plan) became effective on the Closing Date with the approval of CCNB1’s shareholders and board of directors. The 2021 Incentive Plan allows the Company to make equity and equity-based incentive awards to officers, employees, directors and consultants. There were 15,000,000 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan as of February 28, 2022. The "evergreen" provision of the 2021 Incentive Plan provides for an annual automatic increase to the number of shares of Class A Common Stock available under the plan. As of March 1, 2022, an additional 4,849,684 shares were reserved for issuance under the "evergreen" provision. Shares issued under the 2021 Incentive Plan can be granted as stock options, restricted stock awards, restricted stock units, performance stock awards, cash awards and other equity-based awards. No award may vest earlier than the first anniversary of the date of grant, expect under limited conditions. The 2021 Incentive Plan replaced the 2015 Plan and 2015 Restricted Plan, as defined below. The Company's board of directors approved the grant of options and RSUs under the 2021 Incentive Plan. During fiscal year 2023, the board of directors approved a company-wide share-based compensation program under the 2021 Incentive Plan where all eligible employees received annual stock awards as part of their annual compensation package. Future awards under this program are at the discretion of the board of directors and are not guaranteed for any fiscal year. The fiscal year 2022 options were performance based and measured based on obtaining an organic growth target over a one-year period. The fiscal year 2023 options are performance based and measured based on obtaining organic growth, adjusted EBITDA and net booking targets over a one-year period. A quarter of all the options vest at the end of the performance period and the remaining options vest equally over the following three years . The Company's executive officers and senior management are granted these performance based options. The performance target is set at 100 % at the date of grant, and the probability of meeting the performance target is remeasured each quarter over the performance period and adjusted if needed. The performance target for the options granted during May 2021 was finalized in April 2022 above 100 % and adjusted accor dingly. The performance target for the options granted in May 2022 has been adjusted below 100 % as of February 28, 2023. As of February 28, 2023 , there were 4,259,741 unvested performance based options. The RSUs are performance based, time based or cash-settled. The fiscal year 2022 performance based RSUs were measured based on obtaining an organic growth target over a one-year period. The fiscal year 2023 performance based RSUs are measured based on obtaining an organic growth, adjusted EBITDA and net bookings targets over a one-year period. A quarter of all RSUs vest at the end of the performance period and the remaining RSUs vest equally over the following three years . The performance target is set at 100 % at the date of grant, and the probability of meeting the performance target is remeasured each quarter over the performance period and adjusted if needed. The performance target for the performance based RSUs granted in May 2021 was finalized in April 2022 above 100 % and adjusted accordingly. The performance target for the performance based RSUs granted in May 2022 has been adjusted below 100 % as of February 28, 2023. 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 the Company's board of directors have a one-year vesting period. As of February 28, 2023, there w ere 1,171,221 performance based RSUs and 4,489,758 time bas ed RSUs that were vested or expected to vest with a total intrinsic value of $ 35.1 mil lion. The cash-settled RSUs must be settled in cash and are accounted for as liability-type awards. The cash-settled RSUs are currently provided to employees in China and vest ratably over a three-year period. The fair value of these cash-settled RSUs equals the value of the Class A Common Stock on the date of grant and is remeasured at the end of each reporting period at fair value. The change in fair value will be recorded in share-based compensation expense in the Consolidated Statements of Operations. The liability for the cash-settled RSUs was negligible as of February 28, 2023 and is included in accounts payable and accrued liabilities in the Consolidated Balance Sheets. As of February 28, 2023, there w ere 24,984 unveste d cash-settled RSUs with a total intrinsic value of $ 0.2 m illion. As of February 28, 2023, there we re 7,821,045 shares of Class A Common Stock available for grant under the 2021 Incentive Plan. As previously disclosed in the Form 10-K for the fiscal year ended February 28, 2022, in Item 9B., Other Information , the former Chief Financial Officer entered into a Transition Agreement in which all of his outstanding stock awards accelerated vesting to August 31, 2022. Additionally, the exercise period for his options was extended from 90 days to one year with exercises permitted through August 31, 2023. 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, 2022 2,524 $ 9.83 9.0 Granted 3,275 7.76 Forfeited/Expired ( 966 ) 9.85 Balance, February 28, 2023 4,833 $ 8.42 8.5 Vested and exercisable as of February 28, 2023 573 $ 9.82 4.9 Successor Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Balance, February 28, 2021 — $ — — Granted 2,583 9.86 Forfeited ( 59 ) 10.86 Balance, February 28, 2022 2,524 $ 9.83 9.0 As of February 28, 2023, there was $ 5.7 mi llion of unrecognized compensation cost related to unvested options. The aggregate intrinsic value of outstanding and exercisable stock option awards was zero as of February 28, 2023 since the Company's Class A Common Stock price was less than the exercise price of the stock options awards. 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, 2022 2,103 $ 12.47 2.7 Granted 5,730 7.43 Added by performance factor 300 12.87 Released ( 903 ) 12.01 Canceled and forfeited ( 755 ) 9.49 Balance, February 28, 2023 6,475 $ 8.44 2.4 Successor Number of Units Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2021 — $ — — Granted 2,523 12.53 Forfeited ( 420 ) 12.84 Balance, February 28, 2022 2,103 $ 12.47 2.7 As of February 28, 2023, there was $ 35.9 m illion of unrecognized compensation cost related to unvested RSUs. The aggregate intrinsic value of outstanding RSUs was $ 40.1 m illion as of February 28, 2023 which is the outstanding RSUs valued at the closing price of the Company's Class A Common Stock on February 28, 2023. Activity under the 2021 Incentive Plan related to cash-settled RSUs was as follows: Successor Number of Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2022 — $ — — Granted 25 6.07 Balance, February 28, 2023 25 $ 6.07 2.6 As of February 28, 2023, there was $ 0.1 mill ion of unrecognized compensation cost related to unvested cash-settled RSUs. The aggregate intrinsic value of the cash-settled RSUs was $ 0.2 million as of February 28, 2023 which is the outstanding cash-settled RSUs valued at the closing price of our Class A Common Stock on February 28, 2023. The estimated grant-date fair values of the options granted were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Successor Fiscal Year Ended February 28, 2023 2022 Expected term (in years) 6.25 6.25 Expected equity price volatility 44.17 % 46.39 % - 46.65 % Risk-free interest rate 2.91 % 0.96 % - 1.12 % Expected dividend yield 0 % 0 % The assumptions and estimates were as follows: Expected Term: The expected term represents the weighted-average period the share-based awards are expected to remain outstanding and is calculated using the simplified method, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patters and post-vesting employment termination behavior. The simplified method calculates the expected term as the midpoint between the vesting date and the contractual expiration date of the option. Expected Equity Price Volatility : For fiscal year 2023, the expected stock price volatility assumption was determined based on the historical volatility of the Company Class A Common Stock. For fiscal year 2022, the expected stock price assumption was determined by using the historical volatilities of the Company's peer group, as the Company did not have sufficient trading history of its Class A Common Stock. Risk-Free Interest Rate : The risk-free rate assumption was based on the U.S. Treasury instruments whose term was consistent with the option's expected term. Expected Dividend Yield : The Company does not currently declare or pay dividends on its common stock and does not expect to do so for the foreseeable future. Prior to the Business Combination, the Company had unit-based compensation plans that authorized (a) the discretionary granting of unit options and (b) the discretionary issuance of non-vested restricted units. Unit Options In 2015, E2open Holdings adopted the 2015 Unit Option Plan (2015 Plan). Under the 2015 Plan, E2open Holdings issued Series A unit options to certain employees eligible to participate in E2open Holdings unit option plan. The options issued under the 2015 Plan were subject to certain transfer restrictions and were initially deemed unvested. With respect to options issued to certain employees, options either vested 25 % in the first year, and quarterly thereafter over a four-year period (Time-Based Units) or based upon an exit event (Exit-Based Units). The vesting of both the Time-Based Units and Exit-Based Units were subject to the employee’s continued employment with the E2open Holdings. Fair value of the unit options was determined on the date of grant using a pricing model affected by E2open Holdings’ unit price, as well as by certain assumptions including E2open Holdings’ expected equity price volatility over the term of the awards, actual and projected employee option exercise behavior, risk-free interest rates and expected dividends. E2open Holdings did 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 Holdings’ 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 ( 1,425 ) 1.45 Forfeited ( 721 ) 1.65 Balance, February 3, 2021 19,855 $ 1.51 1.1 As of February 3, 2021, there was $ 2.4 million of unrecognized compensation cost, excluding estimated forfeitures, related to unvested options, which was expected to be recognized over a weighted-average period of 1.1 year. The weighted-average contractual life of options outstanding was 6.7 years and the weighted-average contractual life of options exercisable was 6.4 years as of February 3, 2021. The Company did no t recognize any compensation expense for Exit-Based units for the period from March 1, 2020 through February 3, 2021, as these awards were not probable of vesting during this time period. In January 2021, the board of managers accelerated the vesting of all unvested unit options outstanding under the 2015 Plan as of the completion of the Business Combination on February 4, 2021 which resulted in $ 12.8 million of accelerated compensation recognized in the period from February 4, 2021 through February 28, 2021. Restricted Equity Plan In 2015, E2open Holdings established the 2015 Restricted Equity Plan (2015 Restricted Plan) that was adopted for certain officers eligible to participate in the 2015 Restricted Plan. The units issued under the 2015 Restricted Plan were subject to certain transfer restrictions and were initially deemed unvested. With respect to units issued to certain officers, Class B units either vested 25 % annually over a four-year period (Time-Based Units) or based upon an exit event (Exit-Based Units). The vesting of both the Time-Based Units and Exit-Based Units were subject to the employee’s continued employment with E2open Holdings. E2open Holdings authorized 32.0 million units under the 2015 Restricted Plan. As of February 3, 2021, 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 Holdings’ 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 ( 3,523 ) 1.48 Balance, February 3, 2021 5,432 $ 1.35 0.3 The aggregate fair value of units vested during the period from March 1, 2020 through February 3, 2021 was $ 5.2 million. Unrecognized compensation expense related to the Class B units was $ 5.4 million as of the February 3, 2021, which was expected to be recognized over a weighted-average period of approximately one year . E2open Holdings did no t recognize any compensation expense for Exit-Based Units for the period from March 1, 2020 through February 3, 2021. In January 2021, the board of managers accelerated the vesting of all unvested unit options outstanding under the 2015 Restricted Plan as of the completion of the Business Combination on February 4, 2021 which resulted in $ 15.4 million of accelerated compensation recognized in the period from February 4, 2021 through February 28, 2021. The table below sets forth the functional classification in the Consolidated Statements of Operations of equity-based compensation expense: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 March 1, 2020 Cost of revenue $ 1,466 $ 1,093 $ 3,248 $ 396 Research and development 3,084 1,766 5,224 499 Sales and marketing 3,298 1,566 5,134 659 General and administrative 9,713 6,214 19,394 5,723 Total share-based compensation $ 17,561 $ 10,639 $ 33,000 $ 7,277 As discussed in Note 3, Business Combinations and Acquisitions , the outstanding unit options were converted into cash of $ 26.2 million and $ 16.1 million of the Company’s Class A Common Stock, and the Class B units were converted into cash of $ 24.2 million and $ 25.9 million of the Company’s Class A Common Stock in connection with the Business Combination. Also, $ 4.7 million of unit-based compensation expense was recognized during the period from February 4, 2021 through February 28, 2021 for the restricted Series B-1 and B-2 common stock issued in connection with the Business Combination for the accelerated unvested options and restricted units. As discussed in Note 3, Business Combination and Acquisitions , upon purchasing Amber Road, equity incentive compensation previously granted to Amber Road employees was converted to deferred cash compensation. During the period from March 1, 2020 through February 3, 2021, the Company recognized $ 0.8 million of deferred compensation expense related to Amber Road. There was no deferred compensation expense recognized during the period from February 4, 2021 through February 28, 2021. See Note 29, Commitments and Contingencies for additional information. |
Leases
Leases | 12 Months Ended |
Feb. 28, 2023 | |
Leases [Abstract] | |
Leases | 26. Leases Effective March 1, 2021, the Company began accounting for leases in accordance with ASC 842 which requires lessees to recognize lease liabilities and ROU assets on the balance sheet for most operating leases. Prior to March 1, 2021, the Company accounted for leases in accordance with ASC 840 under which operating leases were not recorded on the balance sheet. Upon adoption of ASC 842, the Company 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 was calculated based on the remaining minimum rental payments under current leasing standards for existing operating leases and the ROU asset was calculated the same as the lease liability, reduced for a $ 0.6 million impairment related to an office lease the Company had exited as of February 28, 2021. The Company did not include any optional extension periods or cancelations in the valuation. Real Estate Leases The Company leases its primary office space under non-cancelable operating leases with various expiration dates throu gh June 2030 . Many of the leases have an option to be extended from two to five years , and several of the leases give the Company the right to cancel early with proper notification. Additionally, the Company has four s ubleases on its office leases as of February 28, 2023. Several of the operating lease agreements require the Company to provide security deposits. As of February 28, 2023 and 2022, lease deposits were $ 4.7 million and $ 3.6 million, respectively. The deposits are generally refundable at the expiration of the lease, assuming all obligations under the lease agreement have been met. Deposits are included in prepaid and other current assets and other noncurrent assets in the Consolidated Balance Sheets. During the fiscal year ended February 28, 2023, the Com pany incurred a $ 4.1 million impairment on its operating lease ROU assets and leasehold improvements due to vacating seven locations with the intent to sublease them. The impairments were recorded in general and administrative expense in the Consolidated Statements of Operations. Vehicle Leases The Company leases vehicles under non-cancelable operating lease arrangements which have various expiration dates through January 2027 . The Company does not have the right to purchase the vehicles at the end of the lease term. Equipment Leases The Company purchases equipment under non-cancelable financing lease arrangements related to software and computer equipment which have various expiration dates through December 2025 . The Company has 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 the Company's estimated ROU assets, net and lease liabilities: Successor February 28, ($ in thousands) Balance Sheet Location 2023 2022 Operating lease right-of-use assets Operating lease right-of-use assets $ 18,758 $ 28,102 Finance lease right-of-use asset Property and equipment, net 3,358 3,719 Total right-of-use assets $ 22,116 $ 31,821 Successor February 28, ($ in thousands) Balance Sheet Location 2023 2022 Operating lease liability - current Current portion of operating lease obligations $ 7,622 $ 7,652 Operating lease liability Operating lease obligations 15,379 21,202 Finance lease liability - current Current portion of finance lease obligations 2,582 2,307 Finance lease liability Finance lease obligations 1,049 1,950 Total lease liabilities $ 26,632 $ 33,111 Lease Cost and Cash Flows The following table summarizes the Company's total lease cost: Successor Fiscal Year Ended February 28, ($ in thousands) 2023 2022 Finance lease cost: Amortization of right-of-use asset $ 2,253 $ 2,959 Interest on lease liability 212 569 Finance lease cost 2,465 3,528 Operating lease cost: Operating lease cost 7,348 4,692 Variable lease cost 4,837 5,495 Sublease income ( 552 ) ( 725 ) Operating net lease cost 11,633 9,462 Total net lease cost $ 14,098 $ 12,990 Short-term lease expense was immaterial for the fiscal year ended February 28, 2023 . There was no short-term lease expense for the fiscal year ended February 28, 2022 or periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. Rent expense for the periods from February 4, 2021 through February 28, 2022 and March 1, 2020 through February 3, 2021 was $ 0.6 million, $ 7.2 million, respectively, which was recognized under ASC 840. Supplemental cash flow information related to leases was as follows: Successor Fiscal Year Ended February 28, ($ in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 9,674 $ 8,366 The following table presents the weighted-average remaining lease terms and discount rates of the Company's leases: Successor Fiscal Year Ended February 28, 2023 2022 Weighted-average remaining lease term (in years): Finance lease 1.46 1.36 Operating lease 3.63 6.93 Weighted-average discount rate: Finance lease 8.03 % 9.20 % Operating lease 5.45 % 4.86 % Lease Liability Maturity Analysis The following table reflects the undiscounted future cash flows utilized in the calculation of the lease liabilities as of February 28, 2023: ($ in thousands) Operating Leases Finance Leases 2024 $ 8,701 $ 2,724 2025 6,754 610 2026 4,382 508 2027 3,012 — 2028 1,407 — Thereafter 1,092 — Total 25,348 3,842 Less: Present value discount ( 2,347 ) ( 211 ) Lease liabilities $ 23,001 $ 3,631 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Feb. 28, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 27. Retirement Plans The E2open 401(k) Plan allows eligible employees to either make pre-tax 401(k) or after-tax Roth 401(k) contributions. These defined contribution plans are sponsored by the Company and provide a variety of investment options. The Company matches 50 % of the first 6 % an employee contributes to these plans. Effective January 1, 2023, the Company match is made each payroll period. For prior years, for an employee to be eligible for the matching contribution, the employee had to be actively employed on December 31 to receive the matching contribution for the year. The Company made matching contributions of $ 2.4 million and $ 2.2 million during the fiscal year ended February 28, 2022 and period from February 4, 2021 through February 28, 2021, respectively. The matching contribution related to the fiscal year February 28, 2023 was made in April 2023 in the amount of $ 3.5 million. There were no matching contributions made during the period from March 1, 2020 through February 3, 2021. During the fiscal years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, expense related to the defined contribution plans was $ 4.7 m illion, $ 3.7 million, $ 0.2 million and $ 2.3 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 28. Income Taxes For financial reporting purposes, the components of (loss) income before income tax provision were as follows: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 March 1, 2020 Domestic $ ( 925,809 ) $ ( 187,458 ) $ 5,284 $ ( 62,012 ) Foreign ( 44,769 ) ( 32,506 ) 6,961 7,401 (Loss) income before income tax benefit $ ( 970,578 ) $ ( 219,964 ) $ 12,245 $ ( 54,611 ) The income tax benefit consisted of the following: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 March 1, 2020 Current: Federal $ ( 765 ) $ ( 1,142 ) $ ( 376 ) $ ( 273 ) State ( 2,450 ) ( 545 ) ( 62 ) ( 170 ) Foreign ( 5,835 ) ( 4,007 ) ( 578 ) ( 1,214 ) Total current ( 9,050 ) ( 5,694 ) ( 1,016 ) ( 1,657 ) Deferred: Federal 209,618 30,135 1,382 ( 1,258 ) State 40,137 998 303 10,117 Foreign 9,671 4,611 ( 57 ) ( 521 ) Total deferred 259,426 35,744 1,628 8,338 Total income tax benefit $ 250,376 $ 30,050 $ 612 $ 6,681 As a result of the Business Combination, the Company acquired a controlling interest in E2open Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, E2open Holdings is not itself subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by E2open Holdings is passed through to and included in the taxable income or loss of its partners, including the Company following the Business Combination, on a pro rata basis. The Company’s U.S. federal and state income tax benefits relate to the Company’s wholly owned U.S. corporate subsidiaries that are consolidated for U.S. GAAP purposes but separately taxed for U.S. federal and state income tax purposes as corporations as well as the Company’s allocable share of any taxable income of E2open Holdings following the Business Combination. Additionally, the Company owns foreign subsidiaries that file and pay income taxes in their local jurisdiction. The Company has elected to record Global Intangible Low-Taxed Income tax as a period cost. The Company’s income tax provision differs from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax (loss) income as a result of the following: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 March 1, 2020 U.S. federal tax (expense) benefit at statutory rate $ 203,823 $ 46,192 $ ( 2,572 ) $ 11,461 State tax, net of federal benefit 30,322 376 835 14,915 Foreign rate differential 19 ( 410 ) ( 346 ) ( 216 ) Effect of foreign operations ( 2,396 ) ( 1,761 ) ( 139 ) ( 481 ) Tax credit carryforwards 1,126 382 16 119 Earnings taxed at affiliate — — ( 783 ) ( 9,494 ) Global intangible low-taxes income inclusion — ( 19 ) ( 126 ) ( 1,708 ) Nonqualified stock options 1,662 59 270 — Change in fair value of contingent consideration 3,146 ( 13,573 ) 6,526 — Change in fair value of warrant liability 7,880 343 4,869 — Net impact of noncontrolling interest and non-partnership ( 8,711 ) 3,653 1,381 — Compensation deducted for book in post-acquisition period — — ( 6,091 ) — Nondeductible compensation ( 1,586 ) — — — Uncertain tax positions ( 6 ) 355 ( 5 ) ( 387 ) Other 706 ( 514 ) 200 ( 39 ) Change in valuation allowance 14,391 ( 5,033 ) ( 3,423 ) ( 7,489 ) Total income tax benefit $ 250,376 $ 30,050 $ 612 $ 6,681 As of each of the periods presented above, the Company did not provide deferred income taxes on the outside book-tax differences of its foreign subsidiaries or any undistributed retained earnings which are indefinitely reinvested, including those earnings previously subject to income taxes in the U.S. The reversal of these temporary differences or distributions could result in additional tax; however, it is not practicable to estimate the amount of any unrecognized deferred income tax liabilities at this time. The types of temporary differences that give rise to significant portions of the Company's deferred tax assets and liabilities are set forth below: Successor February 28, ($ in thousands) 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 85,184 $ 106,897 Tax credits 4,735 4,362 Property and equipment 937 154 Disallowed interest carryforward 35,364 31,796 Deferred commissions 6,845 2,953 Lease liability 4,918 4,705 Other deferred tax asset 8,936 8,065 Accruals and reserves 2,978 4,812 Deferred revenue 799 485 Total deferred tax assets 150,696 164,229 Deferred tax liabilities: Intangibles 123,094 157,074 Investment in partnership 128,566 354,557 Other deferred tax liability 4,206 7,738 Total deferred tax liabilities 255,866 519,369 Valuation allowance ( 37,978 ) ( 56,617 ) Net deferred tax liabilities $ ( 143,148 ) $ ( 411,757 ) The reduction of $ 263.5 million in the deferred tax liability and a reduction of $ 268.6 million in the net deferred tax liability, including the state impact, for the fiscal year ended February 28, 2023 , was primarily due to the impact of the goodwill impairment on the outside basis in the investment in the partnership. An $ 18.6 million decrease in the valuation allowance, due to the results of continuing operations, offset the reduction in the net deferred tax liability for fiscal year 2023. For the fiscal year ended February 28, 2022 , in addition to the deferred tax benefit of $ 35.7 million, the Company recorded increases to the deferred tax liability through goodwill of $ 104.3 million primarily due to the BluJay Acquisition and decreases through equity of $ 52.6 million primarily related to the BluJay Acquisition, certain other equity transactions during the year and currency transaction adjustments. ASC 740, Income Taxes (ASC 740), provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Realization of deferred tax assets is dependent upon generating sufficient taxable income, ability to carryback losses, offsetting deferred tax liabilities and availability of tax planning strategies. During the fiscal year ended February 28, 2023, the valuation allowance had a net decrease of $ 18.6 million, primarily due to a U.S. legal entity restructuring offset by an increase for restrictions on interest limitations in the United Kingdom. While the United Kingdom allows for an indefinite lived carryforward of the losses, the Company has recorded a $ 4.5 million valuation allowance on a portion of these carryforwards in the United Kingdom. As of February 28, 2023 , the Company had net operating loss (NOL) carryforwards for federal, state and foreign income tax purposes of approximately $ 402.7 million, $ 178.0 million (post apportionment pre-tax) and $ 74.5 million, respectively. As a result of the Tax Cuts and Jobs Act (TCJA), NOLs of $ 279.2 million can be carried forward indefinitely; however, there is an annual limitation under the Internal Revenue Code (IRC) Section 382 on $ 123 million of these losses as more fully described below. Pre-TCJA NOLs will begin to expire in fiscal year 2027. The foreign net operating loss carryforwards are derived from multiple tax jurisdictions and will begin to expire during fiscal year 2024 . As of February 28, 2023 , the Company had research and development tax credits and foreign tax credits of approximately $ 7.1 million and $ 1.5 million, respectively, to reduce future federal income taxes. Federal credit carryforwards expire beginning in 2028 . IRC Section 382 imposes limitations on a corporation’s ability to utilize its NOLs if the corporation experiences an ownership change, as defined in Section 382. Based upon an analysis performed, utilization of the U.S. federal NOLs, research and development credits and foreign tax credits in future periods will be subject to an annual limitation under IRC Section 382. As noted above, as of February 28, 2023, federal NOL carryforwards and research and development credits before any Section 382 limitation were approximately $ 402.7 million and $ 7.1 million, respectively. Of these amounts, approximately $ 118.0 million and $ 3.3 million will expire unused due to Section 382. Accordingly, the Company has reduced the deferred tax assets based upon the anticipated federal NOLs that are expected to expire unutilized due to the annual limitation. As of February 28, 2023 and 2022 , total gross unrecognized tax benefits were $ 2.6 million. Approximate ly $ 0.4 mill ion of the unrecognized tax benefits as of February 28, 2023, if recognized, would have an impact on the Company’s effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of February 28, 2023 and 2022 , the total amount of gross interest and penalties accrued was less than $ 0.1 million, which was classified as other noncurrent liabilities in the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount of unrecognized tax benefit was as follows: Successor February 28, ($ in thousands) 2023 2022 Beginning of period $ 2,571 $ 2,688 Gross decreases: Prior year tax positions — ( 117 ) End of period $ 2,571 $ 2,571 Management believes that it has adequately provided for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. Should any issues addressed in the tax audits be resolved in a manner not consistent with management's expectations, the Company could be required to adjust the provision for income tax in the period such resolution occurs. Although timing of the resolution and/or closure of audits is highly uncertain, the Company does not believe it is reasonably possible that the unrecognized tax benefits will materially change in the next 12 months. The Company is subject to taxation in the U.S., various states and foreign jurisdictions. The Company has several individual filing groups in the U.S, some of which have NOLs dating back to 2015 and earlier. Fiscal years 2020 through 2022 generally remain open to examination by the taxing jurisdictions to which the Company is subject. However, carry forward attributes that were generated in tax years prior to fiscal year 2020 may be adjusted upon examination by the tax authorities until the statute of limitations closes for the tax year in which the carryforward attributes are utilized. In March 2020, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. The CARES Act made various tax law changes including, among other things, (1) increased the limitation under IRC Section 163(j) for 2019 and 2020 to permit additional expensing of interest (2) enacted a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k) (3) made modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019 and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (4) enhanced recoverability of alternative minimum tax credit carryforwards. The income tax provisions of the CARES Act had limited applicability to the Company and did not have a material impact on the Company's consolidated financial statements. |
Commitments and Contigencies
Commitments and Contigencies | 12 Months Ended |
Feb. 28, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 29. Commitments and Contingencies Acquisition-Related Obligations Upon purchasing Amber Road (see Note 3, Business Combination and Acquisitions ), equity incentive compensation previously granted to Amber Road employees was converted to deferred cash compensation, whereby employees could vest in cash payments over periods up to four years from the date of acquisition. Vesting was contingent upon continued employment with the Company. Deferred compensation amounts were calculated based on the price the Company paid for Amber Road's stock at acquisition, the strike price of the original grant and the number of former Amber Road shares that would have vested over the period. During the fiscal years ended February 28, 2023 and 2022 and the period from March 1, 2020 through February 3, 2021, the Company recognized $ 0.2 mi llion, $ 0.7 million and $ 0.8 million of deferred compensation expense related to Amber Road, respectively. There was no deferred compensation expense recognized during the period from February 4, 2021 through February 28, 2022 . An accrual of $ 0.5 million was included in the Consolidated Balance Sheets as of February 28, 2022 for vested, unpaid Amber Road deferred compensation. As of February 28, 2023, all shares related to the Amber Road acquisition were vested, and an accrual of $ 0.2 million was included in the Consolidated Balance Sheets as of February 28, 2023 for vested, unpaid Amber Road deferred compensation. This obligation was paid in March 2023. Contingencies From time to time, the Company is subject to contingencies that arise in the ordinary course of business. The Company records an accrual for a contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company does not currently believe the resolution of any such contingencies will have a material adverse effect upon the Company’s Consolidated Balance Sheets, Statements of Operations or Statements of Cash Flows. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Feb. 28, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 30. Supplemental Cash Flow Information Supplemental cash flow information and non-cash investing and financing activities are as follows: Successor Predecessor (In thousands) Fiscal Year Fiscal Year February 4, 2021 March 1, 2020 Supplemental cash flow information - Cash paid for: Interest $ 62,151 $ 27,688 $ 1,695 $ 61,728 Income taxes 10,587 2,442 ( 39 ) 1,660 Non-cash investing and financing activities: Capital expenditures financed under financing lease obligations 1,662 — — 11,802 Capital expenditures included in accounts payable and accrued liabilities 2,733 11,887 1,199 273 Right-of-use assets obtained in exchange for operating lease obligations 2,023 34,733 — — Retirement of fully depreciated assets (1) 419 — — — Prepaid software, maintenance and insurance under notes payable — — — 892 Shares withheld for taxes on vesting of restricted stock 1,610 — — — Conversion of Common Units to Class A Common Stock 2,481 54,950 — — Conversion of Series B1 common stock to Class A Common Stock — 175,000 — — Business Combination purchase price adjustment — 2,965 — — Issuance of common stock for BluJay Acquisition — 730,854 — — Deferred taxes related to issuance of common stock for BluJay — 36,805 — — (1) Includes the retirement of fully depreciated assets no longer in service based on a periodic review. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Feb. 28, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 31. Subsequent Events Beginning in March 2023, the Company entered into zero-cost interest rate collars to manage its interest rate risk. On March 17, 2023 , the Company entered an interest rate collar, effective March 31, 2023, with a notional amount of $ 200.0 million and a maturity date of March 31, 2026 . The executed cap was 4.75 % and the floor was 2.57 %. On March 24, 2023 , an additional interest rate collar was executed, effective April 6, 2023, with a notional amount of $ 100.0 million and a maturity date of March 31, 2026 . The executed cap was 4.50 % and the floor was 2.56 %. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Feb. 28, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | E2open Parent Holdings, Inc. Schedule II – Valuation and Qualifying Accounts (In thousands) ($ in thousands) Balance at Additions Acquired through Acquisitions Additions Charged to Goodwill Net Balance at End Allowance for Credit Losses Successor: Fiscal Year Ended February 28, $ 3,055 $ 2,185 $ 267 $ — $ 1,217 (a) $ 4,290 Fiscal Year Ended February 28, 908 1,906 1,779 11 1,549 (a) 3,055 February 4, 2021 through 1,011 152 — — 255 (a) 908 Predecessor: March 1, 2020 through 1,945 1,535 — — 2,469 (a) 1,011 Deferred Tax Asset Valuation Successor: Fiscal Year Ended February 28, $ 56,617 $ 3,770 $ — $ ( 257 ) $ 22,152 (b) $ 37,978 Fiscal Year Ended February 28, 27,030 17,394 — 13,671 1,478 (b) 56,617 February 4, 2021 through 30,345 3,581 — — 6,896 (b) 27,030 Predecessor: March 1, 2020 through 22,855 13,063 — — 5,573 (b) 30,345 (a) Represents write-offs of accounts receivable, net of recoveries. (b) Represents current year releases credited to expense and current year reductions due to decreases in net deferred tax assets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation As a result of the Business Combination, for accounting purposes, the Company is the acquirer and E2open Holdings is the acquiree and accounting predecessor. The financial statement presentation includes the financial statements of E2open Holdings as “Predecessor” for periods prior to the Closing Date and of the Company as “Successor” for the periods after the Closing Date, including the consolidation of E2open Holdings. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Investments in other companies are carried at cost. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The historical financial information is not necessarily indicative of the Company’s future results of operations, financial position and cash flows. |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on the last day of February each year. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported results of operations during the reporting period. Such management estimates include reserves for bad debt, tax receivable agreement liability, goodwill and other long‑lived assets, estimates of standalone selling price of performance obligations for revenue contracts with multiple performance obligations, share‑based compensation, valuation allowances for deferred tax assets and uncertain tax positions, warrants, contingent consideration, contingencies and the accounting for business combinations. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates. |
Reclassifications | Reclassifications During the fiscal year 2023, the Company began reporting deferred income taxes as a separate line as part of operating activities in the Consolidated Statements of Cash Flows. As a result, the Company reclassed a use of cash of $ 35.7 million, $ 1.6 million a nd $ 8.3 milli on from the change in other liabilities to deferred income taxes for the fiscal year ended February 28, 2022 and the periods from February 4, 2021 through February 28, 2021 and March 1 2020 through February 3, 2021, respectively. The Company also began reporting current income taxes payable as a separate line on the Condensed Consolidated Balance Sheets. As a result, the Company reclassed $ 2.7 million from accounts payable and accrued liabilities to current income taxes payable in the February 28, 2022 balance sheet. |
Segments | Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (CODM), who the Company has determined is its chief executive officer. The CODM evaluates the Company’s financial information and performance on a consolidated basis. The Company operates with centralized functions and delivers most of its products in a similar way on an integrated cloud-based platform. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) 805, Business Combinations (ASC 805), and, accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill. Some changes in the estimated fair values of the net assets recorded for acquisitions that qualify as measurement period adjustments within one year of the date of acquisition will change the amount of the purchase price allocable to goodwill. All acquisition costs are expensed as incurred, and in-process research and development costs, if any, are recorded at fair value as an indefinite-lived intangible asset and assessed for impairment thereafter until completion, at which point the asset is amortized over its expected useful life. The results of operations of acquired businesses are included in the consolidated financial statements beginning on the acquisition date. |
Software Development Costs | Software Development Costs The Company capitalizes certain software development costs incurred during the application development stage. Software development costs include salaries and other personnel-related costs, including employee benefits and bonuses attributed to programmers, software engineers and quality control teams working on the Company’s software solutions. The costs related to software development are included in property and equipment, net in the Consolidated Balance Sheets. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company deposits cash and cash equivalents with high-quality financial institutions. Accounts receivable are typically unsecured and derived from sales of subscriptions and support, as well as professional services, principally to large creditworthy clients across a wide range of end markets, including consumer goods, food and beverage, manufacturing, retail, technology and transportation, among others. Credit risk is concentrated primarily in North America, Europe, and parts of Asia. The Company has historically experienced insignificant credit losses. The Company maintains allowances for estimated credit losses based on management’s assessment of the likelihood of collection. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. The Company’s account balances at one or more institutions periodically exceed the Federal Deposit Insurance Corporation (FDIC) insurance coverage and, as a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The amounts over the federally insured limits as of February 28, 2023 and 2022 were approximately $ 74.7 million and $ 172.8 m illion, respectively. The Company has not experienced any losses to date on any deposit balances. |
Restricted Cash | Restricted Cash Restricted cash represents client deposits for the incentive payment program associated with the Company's channel shaping application. The Company offers services to administer incentive payments to partners on behalf of the Company’s clients. The Company’s clients deposit these funds into a restricted cash account with an offset included as a liability in incentive program payable in the Consolidated Balance Sheets. The incentive program payable was renamed to channel client deposits payable to better describe the payable associated with the restricted cash deposits. Channel client deposits are deposits that the Company receives from certain channel shaping clients to reimburse, on its clients' behalf, market development expenditures made by its client channel partners. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net consists of accounts receivable and unbilled receivables, which the Company collectively refers to as accounts receivable, net of an allowance for credit losses. Unbilled receivables represent revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed, which the Company also refers to as contract assets. The Company's payment terms for trade accounts receivable typically require clients to pay within 30 to 90 days from the invoice date. Accounts receivable are initially recorded upon the sale of solutions to clients. Credit is granted in the normal course of business without collateral. Accounts receivable are stated net of allowances for credit losses, which represent estimated losses resulting from the inability of certain clients to make the required payments. When determining the allowances for credit losses, the Company takes several factors into consideration, including the overall composition of the accounts receivable aging, prior history of accounts receivable write-offs and experience with specific clients. With the adoption of ASC 326, Financial Instruments - Credit Losses , the allowance for credit losses represents the best estimate of the lifetime expected credit losses, based on client-specific information, historical loss rates and the impact of current and future conditions which include an assessment of client creditworthiness, historical payment experience and the age of outstanding receivables. The Company writes off accounts receivable when they are determined to be uncollectible. Changes in the allowances for credit losses are recorded as provision for the allowance for expected credit losses and are included in general and administrative expenses in the Consolidated Statements of Operations. The Company evaluates the allowance for credit losses for the entire portfolio of accounts receivable on an aggregate basis due to the similar risk characteristics of its clients and historical loss patterns. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair values of the net tangible and intangible assets of acquired entities. The Company performs a goodwill impairment test annually during the fourth quarter of the fiscal year and more frequently if an event or circumstance indicates that an impairment may have occurred. Triggering events that may indicate a potential impairment include but are not limited to a significant decline in the Company's stock price, macroeconomic conditions, the Company's overall financial performance, company specific events such as a change in strategy or exiting a portion of the business, significant adverse changes in clients demand or business climate and related competitive considerations. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors that includes, but is not limited to, the triggering events listed above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit, if any. If an entity determines that the fair value of a reporting unit is greater than its carrying amount, the goodwill impairment test is not required. As the Company has only one reporting unit, the goodwill impairment assessment is performed at the Company level. During the second quarter of fiscal year 2023, the market price of the Company's Class A common stock declined significantly. This decline resulted in the Company determining that a triggering event occurred and an interim goodwill impairment assessment was performed resulting in a goodwill impairment charge of $ 514.8 million. During the fourth quarter of fiscal 2023, the annual impairment test of goodwill was performed resulting in an impairment charge of $ 386.8 million to goodwill due to the current macroeconomic factors and current market conditions. These two impairment charges resulted in a total goodwill impairment charge of $ 901.6 million for the fiscal year ended February 28, 2023. See Note 8, Goodwill additional information. The Company did no t record a goodwill impairment charge for the fiscal year ended February 28, 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. |
Intangible Assets, Net | Intangible Assets, Net The Company has intangible assets with both definite and indefinite useful lives. Definite-lived intangible assets are carried at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives. The straight-line method approximates the manner in which cash flows are generated from the intangible assets. Amortization periods for definite-lived intangible assets are as follows for the Successor fiscal years ended February 28, 2023 and 2022: Trade names 1 year or Indefinite Client relationships 3 - 20 years Technology 3 - 10 years Content library 10 years Trade names are the only indefinite-lived assets that are not subject to amortization. The Company tests these indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter of the fiscal year or more frequently if an event occurs or circumstances change that indicate that the fair value of an indefinite-lived intangible asset could be below its carrying amount. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If this is the case, a quantitative assessment is performed. The qualitative impairment test consists of comparing the fair value of the indefinite-lived intangible asset, determined using the relief from royalty method, with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value. Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. Critical estimates in valuing the intangible assets include, but are not limited to, forecasts of the expected future cash flows attributable to the respective assets, anticipated growth in revenue from the acquired client and product base, and the expected use of the acquired assets. The Company did no t record an impairment charge for intangible assets during the fiscal years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years . Leasehold improvements are amortized using the straight-line method over the remaining lease term or the estimated lives of the assets, if shorter. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the Consolidated Balance Sheets, and any resulting gain or loss is reflected in the Consolidated Statements of Operations. No material gains or losses on disposal of property and equipment were recorded during the fiscal years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the recoverability of its long-lived assets, which consist principally of property and equipment and acquired intangible assets with finite lives, whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of an asset is measured by comparing the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. If that review indicates that the carrying amount of the long-lived asset is not recoverable, an impairment charge is recorded for the amount by which the carrying amount of the asset exceeds its fair value. The Company did no t record any long-lived asset impairment charges during the fiscal years ended February 28, 2023 and 2022 and periods from February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021. |
Investments | Investments Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters and that do not have a readily determinable fair value are measured at cost, less impairment and adjusted for qualifying observable price changes. The Company's share of income or loss of such companies is not included in the Company's Consolidated Statements of Operations. The Company periodically evaluates its investments for impairment due to declines considered to be other than temporary. The primary indicators the Company utilizes to identify these events and circumstances are the minority investment's ability to remain in business by evaluating such items as the liquidity and rate of use of cash, ability to secure additional funding and value of that additional funding. If the Company determines that a decline in fair value is other than temporary, then an impairment charge is recorded in other income (expense) in the Consolidated Statements of Operations and a new basis in the investments is established. The Company did no t record any impairments during the fiscal years ended February 28, 2023 and 2022. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices in an active market; • Level 2, defined as inputs other than the quoted prices in an active market that are observable either directly or indirectly; and • Level 3, defined as unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Leases | Leases Effective March 1, 2021, the Company began accounting for leases in accordance with ASC 842, Leases (ASC 842), which requires lessees to recognize lease liabilities and right-of-use (ROU) assets on the balance sheet for most operating leases. Prior to March 1, 2021, the Company accounted for leases in accordance with ASC 840, Leases (ASC 840), under which operating leases were not recorded on the balance sheet. The Company 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, the Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. Operating lease liabilities reflect the Company's obligation to make future lease payments for real estate locations. Lease terms are comprised of contractual terms. Payments are discounted using the rate the Company would pay to borrow amounts equal to the lease payments over the lease term (the Company's incremental borrowing rate). The Company does not separate lease and non-lease components for contracts in which the Company is 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 Consolidated Statements of Operations. |
Tax Receivable Agreement Liability | Tax Receivable Agreement Liability The Company entered into a Tax Receivable Agreement with certain selling equity holders of E2open Holdings that requires E2open to pay 85 % of the tax savings that are realized because of increases in the tax basis in E2open Holdings' assets. This increase is either from the sale or exchange of common units for shares of Class A common stock and cash, as well as from tax benefits attributable to payments under the Tax Receivable Agreement. E2open will retain the benefit of the remaining 15 % of the cash savings. The Company 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 pursuant to ASC 805 and relevant tax laws. The Tax Receivable Agreement liability 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 Consolidated Statements of Operations. Interest will accrue on the Tax Receivable Agreement liability at a rate of LIBOR plus 100 basis points. In addition, under ASC 450, Contingencies, any transactions with partnership unit holders after the acquisition date will result in additional Tax Receivable Agreement liabilities which will be recorded on a gross undiscounted basis. |
Warrant Liability | Warrant Liability The Company has public and private placement warrants as well as warrants available under the Forward Purchase Agreement dated as of April 28, 2020 by and between CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP. The Company classifies as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company’s control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). For equity-linked contracts that are classified as liabilities, the Company records the fair value of the equity-linked contracts at each balance sheet date and records the change in the statements of operations as a gain (loss) from change in fair value of warrant liability. The Company’s public warrant liability is valued using a binomial lattice pricing model. The Company’s private placement warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s forward purchase warrants are valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield, expiration dates and risk-free rates. The valuation methodologies for the warrants and forward purchase agreement included in warrant liability include certain significant unobservable inputs, resulting in such valuations classified as Level 3 in the fair value measurement hierarchy. The Company assumed a volatility based on the implied volatility of the public warrants and the Company's peer group. The Company also assumed no dividend payout. |
Contingent Consideration | Contingent Consideration The contingent consideration liability is due to the issuance of the two tranches of restricted Series B-1 and B-2 common stock and Series 1 restricted common units (RCUs) and Series 2 RCUs of E2open Holdings as part of the Business Combination. These shares and units were issued on a proportional basis to each holder of Class A shares in CCNB1 and limited liability company interests of E2open Holdings (Common Units). The Company also had deferred consideration (earn-out) payments that were due upon the successful attainment of revenue related criteria related to the Averetek, LLC (Averetek) acquisition. In June 2021, the restricted Series B-1 common stock automatically converted into the Company's Class A common stock on a one-to-one basis and the Series 1 RCUs automatically converted into Common Units of E2open Holdings . In July 2021, the deferred consideration due to Averetek was paid in full. These restricted shares, Common Units and deferred consideration payments are treated as a contingent consideration liability under ASC 805, and valued at fair market value on the acquisition date and remeasured at each reporting date and adjusted if necessary. The Company’s earn-out liabilities and contingent consideration are valued using a Monte Carlo simulation model. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield and risk-free interest rates. Any change in the fair value of the deferred consideration from the remeasurement will be recorded in acquisition-related expenses on the Consolidated Statements of Operations. Any change in the fair value of the restricted shares and Common Units from the remeasurement will be recorded in gain (loss) from change in fair value of contingent consideration on the Consolidated Statements of Operations. |
Self-Insurance Reserves | Self-Insurance Reserves The Company began a self-insurance group medical program as of January 1, 2022. The program contains individual stop loss thresholds of $ 175,000 per incident and aggregate stop loss thresholds based upon the average number of employees enrolled in the program throughout the year. The amount in excess of the self-insured levels is fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. The Company also began a self-insurance short-term disability program as of January 1, 2022. The Company fully funds this program. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. |
Indemnification | Indemnification The Company includes service-level commitments to its clients guaranteeing certain levels of uptime reliability and performance and permitting those clients to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of service as a director or officer. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid. The Company’s arrangements include provisions indemnifying clients against liabilities if the Company’s products infringe a third-party’s intellectual property rights. The Company has not incurred any costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represents the portion of E2open Holdings that the Company controls and consolidates but does not own. The Company recognizes each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interests are subsequently adjusted for the noncontrolling holder’s share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. The Company allocates net income or loss to noncontrolling interests based on the weighted average ownership interest during the period. The net income or loss that is not attributable to the Company is reflected in net income (loss) attributable to noncontrolling interests in the Consolidated Statements of Operations. The Company does not recognize a gain or loss on transactions with a consolidated entity in which it does not own 100% of the equity, but the Company reflects the difference in cash received or paid from the noncontrolling interests carrying amount as additional paid-in-capital. Certain limited partnership interests, including Common Units, are exchangeable into the Company’s Class A common stock. Class A common stock issued upon exchange of a holder’s noncontrolling interest is accounted for at the carrying value of the surrendered limited partnership interest and the difference between the carrying value and the fair value of the Class A common stock issued is recorded to additional paid-in-capital. |
Advertising Costs | Advertising Costs Advertising costs include expenses associated with the promotion of the Company's brand, products and services to its clients. These costs include the new corporate branding in fiscal year 2023, digital and social marketing related to our brand and website, company store, integrated marketing experience, on-site customer meeting and sponsorship of events. Advertising costs are expensed as incurred and included in sales and marketing expenses in the Consolidated Statements of Operations. Advertising expenses were $ 16.2 million and $ 6.1 million for the fiscal years ended February 28, 2023 and 2022 , respectively and $ 0.4 million and $ 3.8 million for the periods February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively. |
Severance and Exit Costs | Severance and Exit Costs Severance expenses consist of severance for employees that have been terminated or identified for termination. Exit costs consist of expenses associated with vacating certain facility leases prior to the lease term which generally include the remaining payments on an operating lease. Lease termination obligations are reduced for future sublease income. Severance costs related to workforce reductions are recorded when the Company has committed to a plan of termination and notified the employees of the terms of the plan. |
Acquisition-Related Expenses | Acquisition-Related Expenses Acquisition-related expenses consist of third-party accounting, legal, investment banking fees, severance, facility exit costs, travel expenses and other expenses incurred solely to prepare for and execute the acquisition and integration of a business. These costs are expensed as incurred. |
Stock-Based Compensation | Share-Based Compensation The Company measures and recognizes compensation expense for all share-based awards at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the grant date fair value of options. For restricted stock grants and certain performance-based awards, fair value is determined as the average price of the Company’s Class A common stock, par value $ 0.0001 per share (Class A Common Stock) on the date of grant. The determination of fair value of share-based awards on the date of grant using an option-pricing model is affected by the stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. The expected terms of the options are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at grant date. Volatility is based on the average of historical and implied volatility of comparable companies from a representative peer group based on industry and market capitalization data. The Company has not historically issued any dividends and does not expect to in the future. For performance-based awards where the number of shares includes a relative revenue growth modifier to determine the number of shares earned at the end of the performance period, the number of shares earned will depend on which range the Company’s total revenue growth falls within over the performance period. The fair value of the performance-based shares with the revenue growth modifier is determined using an intrinsic value model. In the period it becomes probable that the minimum threshold specified in the performance-based award will be achieved, the Company recognizes expense for the proportionate share of the total fair value of the award related to the vesting period that has already lapsed. The remaining fair value of the award is expensed on a straight-line basis over the balance of the vesting period. If the Company determines that it is no longer probable that it will achieve the minimum performance threshold specified in the award, all previously recognized compensation expense will be reversed in the period such determination is made. The Company does not estimate forfeitures for share-based awards; therefore, it records compensation costs for all awards and record forfeitures as they occur. |
Unit-Based Compensation | Unit-Based Compensation The pre-Business Combination unit-based compensation expense associated with awards to employees and directors was measured at the grant date based on the fair value of the awards that were expected to vest. For time-based awards, the expense was recognized on a straight-line basis over the requisite service period of the award, which was generally four years . For performance-based awards, the expense was recognized when the performance obligation was probable of occurring. The fair value of options was estimated using the Black-Scholes option-pricing model. Use of this model requires management to make estimates and assumptions regarding expected option life, volatility, risk-free interest rate and dividend yields. The Company did not estimate forfeitures for unit-based awards; therefore, compensation costs was recorded for all awards and adjusted for forfeitures as they occurred. The Company did not have material forfeitures in any period. |
Foreign Currency Translation | Foreign Currency Foreign Currency Translation The Company’s reporting currency is the U.S. dollar. The functional currency of most of the Company’s foreign subsidiaries is the applicable local currency, although the Company has several subsidiaries with functional currencies that differ from their local currencies, of which the most notable exception is the subsidiary in India, whose functional currency is the U.S. dollar. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the consolidated balance sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments resulting from the process of translating foreign currency financial statements into U.S. dollars are reported as a component of accumulated other comprehensive income (loss). Foreign Currency Transaction Gains and Losses Transaction gains and losses reflected in the functional currencies are charged to income or expense at the time of the transaction. Net transaction gain from foreign currency contracts recorded in the Consolidated Statements of Operations we re $ 1.9 milli on and $ 1.3 million for the fiscal years ended February 28, 2023 and 2022, respectively and $ 0.2 million and $ 0.2 million for the periods February 4, 2021 through February 28, 2021 and March 1, 2020 through February 3, 2021, respectively. |
Hedging Instruments | Hedging Instruments The Company recognizes hedging instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value and provides qualitative and quantitative disclosures about such hedges. |
Foreign Currency Forward Contracts | Foreign Currency Forward Contracts The Company has international operations that exposes it to potentially adverse movements in foreign currency exchange rates. To reduce the exposure to foreign currency rate changes on forecasted operating expenses, the Company enters into hedges in the form of foreign currency forward contracts related to changes in the U.S. dollar/foreign currency relationship. The Company does not use foreign currency forward contracts for speculative or trading purposes. The Company's foreign currency forward contracts are governed by an International Swaps and Derivatives Association master agreement that generally includes standard netting arrangements. The Company is exposed to credit loss in the event of non-performance by counterparties to the foreign currency forward contracts. The Company actively monitors its exposure to credit risk, enters into foreign exchange forward contracts with high credit quality financial institutions and mitigates credit risk in hedge transactions by permitting net settlement of transactions with the same counterparty. The Company has not experienced any instances of non-performance by any counterparties. The assets or liabilities associated with the forward contracts are recorded at fair value in prepaid expenses and other current assets, other noncurrent assets, accounts payable and accrued liabilities or other noncurrent liabilities in the Consolidated Balance Sheets. The accounting for gains and losses resulting from changes in fair value depends on the use of the foreign currency forward contract and whether it is designated and qualifies for hedge accounting. The cash flow impact upon settlement of the derivate contracts will be included in net cash from operating activities in the Consolidated Statements of Cash Flows. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes in future cash flows on the hedged transactions. The related gains or losses resulting from changes in fair value of these hedges is initially reported, net of tax, as a component of other comprehensive income (loss) in stockholders' equity and reclassified into operating expenses when the hedge is settled. The Company may also enter into foreign exchange forward contracts that are not designated as hedging instruments for accounting purposes. Changes in the fair value of the foreign exchange forward contracts not designated as hedging instruments will be reported in net income (loss) as part of other income (expense). |
Interest Rate Collar Agreements | Interest Rate Collar Agreements The Company is exposed to interest rate risk on its floating-rate debt. The Company may enter into interest rate collar agreements to effectively mitigate a portion of its exposure to changes in interest rates. The principal objective of entering into interest rate collar agreements is to reduce the variability of interest payments associated with the floating-rate debt. The interest rate collars will be designated as cash flow hedges as they effectively convert the notional value of the Company's variable rate debt to a fixed rate if the variable rate of the Company's debt is outside of the collars' floor and ceiling rates, including a spread on the underlying debt. Changes in the fair value of interest rate collar agreements designated as cash flow hedges will be recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and settled to interest expense over the term of the contract. The Company may also enter into interest rate collar agreements that are not designated as hedging instruments for accounting purposes. Changes in the fair value of interest rate collar agreements not designated as hedging instruments will be reported in net earnings (loss) as part of interest expense. |
Interest Rate Swap Agreements | Interest Rate Swap Agreements The Company is exposed to interest rate risk on its floating-rate debt. The Company may enter into interest rate swap agreements to effectively convert a portion of its floating-rate debt to a fixed-rate basis. The principal objective of entering into interest rate swap agreements is to eliminate or reduce the variability of the cash flows in interest payments associated with the floating-rate debt and reduce the impact of interest rate changes on future interest payment cash flows. The Company will elect to apply hedge accounting rules for all applicable contracts. Changes in the fair value of interest rate swap agreements designated as cash flow hedges will be recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and amortized to interest expense over the term of the contract. The Company may also enter into interest rate swap agreements that are not designated as hedging instruments for accounting purposes. Changes in the fair value of interest rate swap agreements not designated as hedging instruments will be reported in net earnings (loss) as part of other income (expense). |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net loss, as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s elements of other comprehensive income (loss) are unrealized gains on investments, changes in the fair value of foreign currency forward contracts, changes in the fair value of interest rate agreements and cumulative foreign currency translation adjustments. |
Deferred Financing Costs | Deferred Financing Costs The Company capitalizes underwriting, legal and other direct costs incurred related to the issuance of debt, which are included in notes payable in the Consolidated Balance Sheets. Deferred financing costs related to notes payable are amortized to interest expense over the terms of the related debt, using the effective interest method. Upon the extinguishment of the related debt, any unamortized deferred financing costs are immediately recorded to gain/loss on extinguishment of debt. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized. The Company accounts for uncertain tax positions by reporting a liability for unrecognizable tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606), and all the related amendments. The Company generates revenue from the sale of subscriptions and professional services. The Company recognizes revenue when the client contract and associated performance obligations have been identified, the transaction price has been determined and allocated to the performance obligations in the contract, and the performance obligations have been satisfied. The Company recognizes revenue net of any taxes collected from clients, which are subsequently remitted to governmental authorities. Subscriptions Revenue The Company offers cloud-based on-demand software solutions, which enable its clients to have constant access to its solutions without the need to manage and support the software and associated hardware themselves. The Company houses the hardware and software in third-party facilities and provides its clients with access to the software solutions, along with data security and storage, backup, and recovery services and solution support. The Company also offers logistics as a service which employs logistics professionals to manage a company’s transportation network including truck, rail, ocean and air freight as well as inbound/outbound logistics from production facilities to warehouses, retailers and end users/consumers. The majority of the Company’s contracts provide for fixed annual subscription fees. In limited cases, the Company’s contracts with clients are based on the volume of transactions. Typically, the volume-based fees are for small clients and comprise a small percentage of this revenue source. The Company’s client contracts typically have a term of one to five years . The Company's enterprise client contracts have an average term of approximately three years. The Company also offers data product services consisting of the delivery of historical and ongoing data at various client specific intervals. The historical data is purchased through a one-time fee which can be paid in installments while the ongoing data is managed through a subscription service which typically runs three years. The Company primarily invoices its enterprise clients for subscriptions in advance for use of the software solutions. The Company’s payment terms typically require clients to pay within 30 to 90 days from the invoice date. Subscription revenue is recognized ratably over the life of the contract. For transactional based contracts, the Company primarily recognizes revenue for these contracts when the performance obligation is fulfilled. Professional Services and Other Professional services and other revenue is derived primarily from fees for enabling services, including consulting and deployment services for purchased solutions. These services are often sold in conjunction with the sale of the Company’s solutions. The Company provides professional services primarily on a time and materials basis, but also on a fixed fee basis. Clients are invoiced for professional services either monthly in arrears or, as with fixed fee arrangements, in advance and upon reaching project milestones. Professional services revenue is recognized over time. For services that are contracted at a fixed price, progress is generally measured based on labor hours incurred as a percentage of the total estimated hours required for complete satisfaction of the related performance obligations. For services that are contracted on time and materials or prepaid basis, progress is generally based on actual labor hours expended. These input methods (e.g., hours incurred or expended and milestone completion) are considered a faithful depiction of the Company’s efforts to satisfy services contracts as they represent the performance obligation consumed by the client and performed by the Company and therefore reflect the transfer of services to a client under such contracts. The Company enters into arrangements with multiple performance obligations, comprising of subscriptions and professional services. Arrangements with clients typically do not provide the client with the right to take possession of the software supporting the on-demand solutions. The Company primarily accounts for subscription and professional services revenue as separate units of accounting and allocates revenue to each deliverable in an arrangement based on a standalone selling price. The Company evaluates the standalone selling price for each element by considering prices the Company charges for similar offerings, size of the order and historical pricing practices. Other revenue primarily includes license fees and travel expenses for services rendered. Other revenue is recognized when the service is delivered to the client. Sales Commissions The Company defers and amortizes sales commissions that are incremental and directly related to obtaining client contracts in accordance with ASC 606 and ASC 340-40, Other Assets and Deferred Cost-Contracts with Customers. The Company amortizes sales commissions over the period that products are expected to be delivered to clients, including expected renewals. The Company determined this period to be four years , beginning when costs are incurred. Certain sales commissions that would have an amortization period of less than a year are expensed as incurred to sales and marketing expense. |
Recent Accounting Guidance | Recent Accounting Guidance Recently Adopted Accounting Guidance In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842 ). The core principle of ASC 842 is that a lessee should recognize the assets and liabilities that arise from leases. For operating leases, a lessee is required to recognize a 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 was effective for calendar fiscal years beginning after December 15, 2021. Earlier application was 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. The Company 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 26, Leases for more information related to the Company's 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 was 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. The Company adopted this standard as of March 1, 2021 and it did no t have a material impact on the consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities such as deferred revenue acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606. Generally, ASU 2021-08 will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically such amounts were recognized by the acquirer at fair value in acquisition accounting. ASU 2021-08 should be applied prospectively to acquisitions occurring on or after the effective date. ASU 2021-08 is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods. The Company adopted this guidance as part of the BluJay Acquisition, defined below, which resulted in the deferred revenue being recognized under ASC 606 instead of fair value at the acquisition date. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – 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 was adopted by the Company for the year ended February 28, 2022 and there was no t a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . 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 was adopted by the Company during the fourth quarter of fiscal year 2022 on a prospective basis and did no t have a material impact on its 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 was adopted by the Company for the year ended February 28, 2022 and did no t have a material effect on the Company’s financial position and results of operations. Recent Accounting Guidance Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting to simplify the accounting for contract modifications made to replace the London Interbank Offered Rate (LIBOR) or other reference rates that are expected to be discontinued because of the reference rate reform. The guidance provides optional expediates and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criterion are met. On January 7, 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in ASU 2021-01 are elective and apply to the Company’s debt instruments that may be modified as a result of the reference rate reform. The optional expedients and exceptions can be applied to contract modifications made until December 31, 2024. The Company is working on the transition of various rates in its debt instruments affected by reference rate reform, but does not expect the transition to have a material effect on the Company's financial position and results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Accounting Policies [Abstract] | |
Amortization Periods for Definite-Lived Intangible Assets | The Company has intangible assets with both definite and indefinite useful lives. Definite-lived intangible assets are carried at cost less accumulated amortization and are amortized using the straight-line method over their estimated useful lives. The straight-line method approximates the manner in which cash flows are generated from the intangible assets. Amortization periods for definite-lived intangible assets are as follows for the Successor fiscal years ended February 28, 2023 and 2022: Trade names 1 year or Indefinite Client relationships 3 - 20 years Technology 3 - 10 years Content library 10 years |
Business Combination and Acqu_2
Business Combination and Acquisitions (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Value of Business Combination and Consideration Paid for Acquisition | The following summarizes the estimated fair value of the Business Combination: ($ in thousands) Fair Value Equity consideration paid to existing E2open Holdings ownership, net (1) $ 461,549 Cash consideration to E2open Holdings, net of $ 15.1 million post business combination expense 585,971 Cash repayment of debt 978,521 Contingent consideration 158,598 Tax receivable agreement payable (2) 49,892 Cash paid for seller transaction costs 38,135 Estimated fair value of the Business Combination $ 2,272,666 (1) Equity consideration paid to E2open Holdings equity holders consisted of the following: (In thousands, except per share data) Consideration Common shares subject to sales restriction 43,300 Fair value per share $ 10.98 Equity consideration paid to existing E2open Holdings ownership $ 475,434 Less: Acceleration of Class A and Class B units post business combination expense ( 13,885 ) Equity consideration paid to existing E2open Holdings ownership, net $ 461,549 (2) Payable for 85 % of the tax savings realized during the exchange of Common Units for shares of common stock, cash or other tax benefits under the Tax Receivable Agreement, as defined below. See Note 12, Tax Receivable Agreement for additional information. |
Schedule of Allocation of Purchase Price | The Company recorded the allocation of the purchase price to the Predecessor’s tangible and intangible assets acquired and liabilities assumed based on their fair values as of February 4, 2021. The purchase price allocation is as follows: ($ in thousands) Fair Value Cash and cash equivalents $ 180,115 Account receivable, net 124,168 Other current assets 23,623 Property and equipment, net 37,924 Intangible assets 830,000 Goodwill (1) 2,628,964 Non-current assets 4,930 Current liabilities (2) ( 159,463 ) Notes payable and capital lease obligations ( 511,762 ) Warrant liability ( 91,959 ) Noncurrent liabilities (2) ( 402,986 ) Noncontrolling interest (3) ( 390,888 ) Total assets acquired and liabilities assumed $ 2,272,666 (1) Goodwill that arises from a step-up in tax basis from a business combination is generally deductible by the Company; however, this transaction did not create any tax deductible goodwill in any jurisdiction. (2) The deferred revenue reflects a $ 60.7 million reduction in deferred revenues related to the estimated fair value of the acquired deferred revenue. The adjustment is based on the fair value estimates for deferred revenue, adjusted for costs to fulfill the liabilities assumed, plus a normal profit margin. (3) Noncontrolling interest represents the 16.0 % ownership in E2open Holdings not owned by the Company as of the Closing Date. The fair value of the noncontrolling interest follows: (In thousands, except per share data) Fair Value Common shares subject to sale restriction 35,600 Fair value per share $ 10.98 Noncontrolling interest $ 390,888 |
Summary of Fair Value of Intangible Assets | The fair value of the intangible assets is as follows: ($ in thousands) Weighted Fair Value Indefinite-lived Trademark / trade name (1) Indefinite $ 110,000 Definite-lived Client relationships (2) 20 300,000 Technology (3) 8.5 370,000 Content library (4) 10 50,000 Total definite-lived 720,000 Total intangible assets $ 830,000 (1) The trademark and trade name represent the tradenames that E2open Holdings originated or acquired which were valued using the relief-from-royalty method. (2) The client relationships represent the existing client relationships of E2open Holdings that was estimated by applying the with-and-without methodology, a form of the income approach. (3) The developed technology represents technology acquired and developed by E2open Holdings for the purpose of generating income for E2open Holdings, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration. (4) The content library represents the content contributed by network participants to the E2open Holdings business network, which was valued using the replacement cost method. |
BluJay | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Value of Business Combination and Consideration Paid for Acquisition | The following summarizes the consideration paid for the BluJay Acquisition. ($ in thousands) Fair Value Equity consideration paid to BluJay (1) $ 730,854 Cash consideration to BluJay 350,658 Preference share consideration paid to BluJay (2) 86,190 Cash repayment of debt 334,483 Cash paid for seller transaction costs 26,686 Estimated consideration paid for the BluJay Acquisition $ 1,528,871 (1) Equity consideration paid to BluJay equity holders consisted of the following: (In thousands, except per share data) Consideration Common shares subject to sales restriction 72,383 Fair value per share $ 10.097 Equity consideration paid to BluJay $ 730,854 (2) Represents the liability and dividends owed related to the BluJay preference shares at the of the acquisition. |
Schedule of Allocation of Purchase Price | purchase price allocation was as follows: ($ in thousands) Preliminary Purchase Price Allocation Adjustments (4) Final Purchase Price Allocation Cash and cash equivalents $ 23,773 $ — $ 23,773 Account receivable, net 33,834 ( 12 ) 33,822 Other current assets 10,352 865 11,217 Property and equipment, net 6,503 — 6,503 Operating lease right-of-use assets 9,018 — 9,018 Intangible assets 484,800 — 484,800 Goodwill (1) 1,152,084 ( 2,218 ) 1,149,866 Non-current assets 2,200 ( 2,016 ) 184 Accounts payable ( 11,773 ) 143 ( 11,630 ) Current liabilities (2) ( 33,530 ) 10,652 ( 22,878 ) Deferred revenue (3) ( 39,283 ) — ( 39,283 ) Deferred taxes ( 101,936 ) ( 7,414 ) ( 109,350 ) Non-current liabilities ( 7,171 ) — ( 7,171 ) Total assets acquired and liabilities assumed $ 1,528,871 $ — $ 1,528,871 (1) Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the BluJay Acquisition. Goodwill associated with the BluJay Acquisition was not deductible for tax purposes. (2) Current liabilities includes a $ 2.7 million deferred acquisition liability that was acquired related to a prior acquisition by BluJay. The deferred acquisition liability was a fixed amount that was determined at the closing of the acquisition and (3) The deferred revenue was recorded under ASC 606 in accordance with ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ; therefore, a reduction in deferred revenues related to the estimated fair values of the acquired deferred revenues was not required. (4) The adjustments primarily related to the jurisdictional netting of income taxes, impact of a tax rate change on the deferred balance and the reinstatement of income tax receivables along with the true-up of accrued liabilities. |
Summary of Fair Value of Intangible Assets | The fair value of the intangible assets was as follows: ($ in thousands) Useful Lives Fair Value Trade name 1 $ 3,800 Developed technology (1) 5.9 301,000 Client relationships (2) 3 180,000 Total intangible assets $ 484,800 (1) The developed technology represents technology developed by BluJay and acquired by E2open, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration. (2) The client relationships represent the existing client relationships of BluJay and acquired by E2open that was estimated by applying the with-and-without methodology, a form of the income approach. |
Summary of Unaudited Pro Forma Information | The following unaudited pro forma combined financial information presents the results of operations as if the BluJay and Logistyx acquisitions occurred as of March 1, 2021. The unaudited pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, the elimination of historical interest expense incurred by BluJay and Logistyx on its debt and the incurrence of interest expense related to the issuance of debt in connection with the BluJay and Logistyx acquisitions, transaction expenses, nonrecurring post-combination compensation expense and the related adjustment to the income tax provision. Fiscal Year Ended ($ in millions) February 28, 2022 Total revenue $ 562.4 Net loss ( 238.0 ) Less: Net loss attributable to noncontrolling interest ( 25.6 ) Net loss attributable to E2open Parent Holdings, Inc. $ ( 212.4 ) |
Logistyx Acquisition | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Value of Business Combination and Consideration Paid for Acquisition | The following summarizes the consideration paid for the Logistyx Acquisition. ($ in thousands) Fair Value Cash consideration to Logistyx at fair value $ 153,090 Cash repayment of debt 29,777 Cash paid for seller transaction costs 489 Working capital adjustment ( 2,550 ) Estimated consideration paid for the Logistyx Acquisition $ 180,806 |
Schedule of Allocation of Purchase Price | The final purchase price allocation was as follows: ($ in thousands) Preliminary Purchase Price Allocation Adjustments (3) Final Purchase Price Allocation Cash and cash equivalents $ 1,563 $ — $ 1,563 Account receivable, net 5,332 — 5,332 Other current assets 3,335 — 3,335 Property and equipment, net 144 — 144 Intangible assets 67,200 ( 400 ) 66,800 Goodwill (1) 125,896 ( 2,150 ) 123,746 Non-current assets 619 — 619 Accounts payable ( 5,897 ) — ( 5,897 ) Current liabilities ( 3,931 ) — ( 3,931 ) Deferred revenue (2) ( 10,747 ) — ( 10,747 ) Non-current liabilities ( 158 ) — ( 158 ) Total assets acquired and liabilities assumed $ 183,356 $ ( 2,550 ) $ 180,806 (1) Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable net assets acquired in the Logistyx Acquisition. Goodwill associated with the Logistyx Acquisition was deductible for tax purposes at the U.S. entity level. (2) The deferred revenue was recorded under ASC 606 in accordance with ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ; therefore, a reduction in deferred revenues related to the estimated fair values of the acquired deferred revenues was not required. (3) The adjustments primarily related to the $ 0.4 million change in fair values of the intangible assets due to a change in the deferred revenue and $ 2.6 million working capital adjustment. |
Summary of Fair Value of Intangible Assets | The fair value of the intangible assets was as follows: ($ in thousands) Useful Lives Fair Value Trade name 1 $ 500 Developed technology (1) 6.4 33,500 Client relationships (2) 13 32,000 Backlog (3) 2.5 800 Total intangible assets $ 66,800 (1) The developed technology represents technology developed by Logistyx and acquired by E2open, which was valued using the multi-period excess earnings method, a form of the income approach considering technology migration. (2) The client relationships represent the existing client relationships of Logistyx and acquired by E2open that was estimated by applying the with-and-without methodology, a form of the income approach. (3) The backlog represents the present value of future cash flows from contracts with clients where service has not been performed and billing has not occurred. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts Receivable, net consisted of the following: Successor February 28, ($ in thousands) 2023 2022 Accounts receivable $ 153,618 $ 143,799 Unbilled receivables 25,481 14,597 Less: Allowance for credit losses ( 4,290 ) ( 3,055 ) Accounts receivable, net $ 174,809 $ 155,341 |
Schedule of Allowance for Credit Losses | The allowance for credit losses was comprised of the following: ($ in thousands) Amount Balance, February 28, 2021 (Successor) $ ( 908 ) BluJay Acquisition ( 1,779 ) Additions ( 1,917 ) Write-offs 1,549 Balance, February 28, 2022 (Successor) ( 3,055 ) Logistyx Acquisition ( 267 ) Additions ( 2,185 ) Write-offs 1,217 Balance, February 28, 2023 (Successor) $ ( 4,290 ) |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: Successor February 28, ($ in thousands) 2023 2022 Prepaid software and hardware license and maintenance fees $ 9,103 $ 6,022 Income and other taxes receivable 4,618 4,544 Prepaid insurance 1,337 3,401 Deferred commissions 4,771 2,867 Prepaid marketing 1,037 1,124 Security deposits 2,377 1,044 Other prepaid expenses and other current assets 1,957 7,241 Total prepaid expenses and other current assets $ 25,200 $ 26,243 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes In Goodwill | The following tables present the changes in goodwill: ($ in thousands) Amount Balance, February 28, 2021 (Successor) $ 2,628,646 Business Combination purchase price adjustment (1) 407 BluJay Acquisition (2) 1,155,321 Currency translation adjustment ( 27,503 ) Balance, February 28, 2022 (Successor) 3,756,871 BluJay Acquisition adjustment (2) ( 5,455 ) Logistyx Acquisition (3) 123,746 Impairment charge ( 901,566 ) Disposition (4) ( 1,306 ) Currency translation adjustment ( 44,483 ) Balance, February 28, 2023 (Successor) $ 2,927,807 (1) Consists of the post-closing adjustment of consideration and associated tax adjustments required as part of the merger transaction pursuant to Section 3.5 of the Business Combination Agreement. On July 6, 2021 additional Class A Common Stock and Common Units were issued with a value of $ 3.0 million in total pro rata to various parties who received consideration in February 2021 at the closing of the Business Combination in the form of shares of Class A Common Stock, Common Units and cash. Additional tax adjustments were required during fiscal year 2022. (2) Represents the goodwill acquired in the BluJay Acquisition as of September 1, 2021 and subsequent purchase price adjustments. See Note 3, Business Combination and Acquisitions for additional information. (3) Represents the goodwill acquired in the Logistyx Acquisition as of March 2, 2022 and subsequent purchase price adjustments. See Note 3, Business Combination and Acquisitions for additional information. (4) Represents the goodwill that was sold as part of the subsidiary disposition in February 2023. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: Successor February 28, 2023 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 110,000 $ — $ 110,000 Definite-lived: Client relationships 13.8 500,975 ( 118,520 ) 382,455 Technology 7.3 688,739 ( 170,178 ) 518,561 Content library 10.0 50,000 ( 10,372 ) 39,628 Trade name 1.0 3,843 ( 3,843 ) — Backlog 2.5 800 ( 320 ) 480 Total definite-lived 1,244,357 ( 303,233 ) 941,124 Total intangible assets $ 1,354,357 $ ( 303,233 ) $ 1,051,124 Successor February 28, 2022 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 109,998 $ — $ 109,998 Definite-lived: Client relationships 13.6 476,584 ( 45,467 ) 431,117 Technology 7.3 666,160 ( 72,414 ) 593,746 Content library 10.0 50,000 ( 5,372 ) 44,628 Trade name 1.0 3,705 ( 1,804 ) 1,901 Total definite-lived 1,196,449 ( 125,057 ) 1,071,392 Total intangible assets $ 1,306,447 $ ( 125,057 ) $ 1,181,390 |
Schedule of Future Amortization of Intangibles | Future amortization of intangibles is as follows for the fiscal years ending: ($ in thousands) Amount 2024 $ 178,388 2025 147,433 2026 116,478 2027 116,478 2028 92,281 Thereafter 290,066 Total future amortization $ 941,124 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: Successor February 28, ($ in thousands) 2023 2022 Computer equipment $ 52,296 $ 33,228 Software 26,430 22,940 Software development costs 35,631 20,881 Furniture and fixtures 3,032 3,509 Leasehold improvements 9,203 9,067 Gross property and equipment 126,592 89,625 Less accumulated depreciation and amortization ( 54,116 ) ( 23,688 ) Property and equipment, net $ 72,476 $ 65,937 Property and equipment, net by geographic regions consisted of the following: Successor February 28, ($ in thousands) 2023 2022 Americas $ 60,154 $ 58,441 Europe 7,728 4,022 Asia Pacific 4,594 3,474 Property and equipment, net $ 72,476 $ 65,937 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: Successor February 28, ($ in thousands) 2023 2022 Accrued compensation $ 40,365 $ 63,101 Accrued severance and retention 937 1,909 Trade accounts payable 32,859 33,158 Accrued professional services 3,346 5,440 Restructuring liability 213 778 Interest payable 5,324 2,398 Client deposits 2,574 2,214 Other 11,873 19,546 Total accounts payable and accrued liabilities $ 97,491 $ 128,544 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Outstanding | Notes payable outstanding were as follows: Successor February 28, ($ in thousands) 2023 2022 2021 Term Loan $ 1,078,200 $ 899,163 2021 Revolving Credit Facility — 80,000 Other notes payable 492 47 Total notes payable 1,078,692 979,210 Less unamortized debt issuance costs ( 23,912 ) ( 26,536 ) Total notes payable, net 1,054,780 952,674 Less current portion ( 11,144 ) ( 89,097 ) Notes payable, less current portion, net $ 1,043,636 $ 863,577 |
Schedule of Future Principal Payment Obligations of Company's Notes Payable | The following table sets forth principal payment obligations of the Company's notes payable for the fiscal years ending: ($ in thousands) Amount 2024 $ 11,144 2025 11,126 2026 11,109 2027 10,962 2028 1,034,351 Thereafter — Total minimum payments 1,078,692 Less current portion ( 11,144 ) Notes payable, less current portion $ 1,067,548 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Investments, All Other Investments [Abstract] | |
Condensed Consolidated Balance Sheets Location and Amount of Foreign Currency Forward Contract Fair Values | The following table represents the Consolidated Balance Sheets location and amount of the foreign currency forward contract fair values: Successor ($ in thousands) February 28, 2023 Accounts payable and accrued liabilities $ ( 659 ) Other noncurrent liabilities ( 197 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Investments | The following tables set forth details about the Company’s investments: ($ in thousands) Cost Gross Gross Fair Value February 28, 2023 (Successor) Asset-backed securities $ 162 $ 35 $ — $ 197 February 28, 2022 (Successor) Asset-backed securities $ 162 $ 46 $ — $ 208 |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows: Successor February 28, 2023 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investments: Asset-backed securities $ — $ 197 $ — $ 197 Total investments — 197 — 197 Total assets $ — $ 197 $ — $ 197 Liabilities: Forward currency contracts $ — $ 856 $ — $ 856 Cash-settled restricted stock units 21 — — 21 Tax receivable agreement liability — — 53,154 53,154 Warrant liability 16,920 — 12,696 29,616 Contingent consideration — — 29,548 29,548 Total liabilities $ 16,941 $ 856 $ 95,398 $ 113,195 Successor February 28, 2022 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market $ 4 $ — $ — $ 4 Total cash equivalents 4 — — 4 Investments: Asset-backed securities — 208 — 208 Total investments — 208 — 208 Total assets $ 4 $ 208 $ — $ 212 Liabilities: Tax receivable agreement liability $ — $ — $ 50,268 $ 50,268 Warrant liability 27,324 — 39,815 67,139 Contingent consideration — — 45,568 45,568 Total liabilities $ 27,324 $ — $ 135,651 $ 162,975 Cash-Settled Restricted Stock Units Cash-settled restricted stock units (RSUs) form part of the Company's compensation program. The fair value of these awards are determined using the closing stock price of the Class A Common Stock on the last day of each balance sheet date which is considered an observable quoted market price in active markets (Level 1). |
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 February 28, ($ in thousands) 2023 2022 Beginning of period $ 45,568 $ 152,808 Conversion to Class A Common Stock — ( 175,000 ) Cash payments — ( 2,000 ) (Gain) loss from fair value of contingent consideration ( 16,020 ) 69,760 End of period $ 29,548 $ 45,568 |
Reconciliation of Liability Measured at Fair Value | The following table provides a reconciliation of the portion of the tax receivable agreement liability measured at fair value under Level 3: Successor February 28, ($ in thousands) 2023 2022 Beginning of period $ 50,268 $ 50,114 Gain (loss) from fair value of tax receivable agreement liability 2,886 154 End of period $ 53,154 $ 50,268 The following table provides a reconciliation of the warrant liability: Successor February 28, ($ in thousands) 2023 2022 Beginning of period $ 67,139 $ 68,772 Gain from fair value of warrant liability ( 37,523 ) ( 1,633 ) End of period $ 29,616 $ 67,139 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Geographic Region | Revenue by geographic regions consisted of the following: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 March 1, 2020 Americas $ 549,246 $ 366,987 $ 20,403 $ 295,923 Europe 81,062 43,430 463 6,226 Asia Pacific 21,907 15,144 499 6,498 Total revenue $ 652,215 $ 425,561 $ 21,365 $ 308,647 |
Severance and Exit Costs (Table
Severance and Exit Costs (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
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 Consolidated Statements of Operations are as follows: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year February 4, 2021 March 1, 2020 Severance $ 3,124 $ 6,924 $ 10 $ 1,971 Lease exits 489 1,657 45 2,695 Total severance and exit costs $ 3,613 $ 8,581 $ 55 $ 4,666 |
Schedule of Changes in Severance and Exit Costs Accruals | The following table reflects the changes in the severance and exit costs accruals: Successor February 28, ($ in thousands) 2023 2022 Beginning of period $ 2,687 $ 1,988 Payments ( 6,225 ) ( 7,302 ) Impairment of right-of-use assets ( 421 ) ( 580 ) Disposition (1) ( 162 ) — Expenses 5,271 8,581 End of period $ 1,150 $ 2,687 (1) Represents the severance and retention accrual that was written off as part of the subsidiary disposition in February 2023. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Changes in Outstanding Stock | The following table reflects the changes in the Company’s outstanding stock: Class A Class V Series B-1 Series B-2 Balance, February 28, 2021 (Successor) 187,051,142 35,636,680 8,120,367 3,372,184 Conversion of Series B-1 common stock (1) 8,120,273 — ( 8,120,273 ) — Conversion of Series 1 RCUs (2) — 4,379,557 — — Business Combination post-close adjustment (3) 133,322 92,690 — — Issuance of common stock for BluJay Acquisition (4) 72,383,299 — — — Issuance of common stock for BluJay Acquisition (5) 28,909,022 — — — Conversion of Common Units (6) 4,939,463 ( 6,548,088 ) — — Exercise of warrants (7) 100 — — — Repurchase shares (8) ( 176,654 ) — — — Balance, February 28, 2022 (Successor) 301,359,967 33,560,839 94 3,372,184 Conversion of Common Units (6) 349,941 ( 568,832 ) — — Vesting of restricted awards, net of shares (9) 695,445 — — — Balance, February 28, 2023 (Successor) 302,405,353 32,992,007 94 3,372,184 (1) As of June 8, 2021, the 5 -day VWAP of the Company's 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 Class A Common Stock on a one-to-one basis . See Note 15, Contingent Consideration for additional information. (2) As of June 8, 2021, the 5-day VWAP of the Company's 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 15, Contingent Consideration for additional information. (3) On July 6, 2021, pursuant to Section 3.5 of the Business Combination Agreement, the Company 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) Equity consideration paid to the BluJay equity holders as part of the BluJay Acquisition. (5) PIPE financing from institutional investors for the purchase of Class A Common Shares with the proceeds used for the BluJay Acquisition. (6) Class A Common Stock issued for the conversion of Common Units settled in stock. During the fiscal year ended February 28, 2023 , the Company paid $ 1.4 million in cash for the repurchase of 218,891 Common Units that were converted into cash instead of stock at the Company's option. During the fiscal year ended February 28, 2022 , the Company paid $ 16.8 million in cash for the repurchase of 1,619,864 Common Units that were converted into cash instead of stock. 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, 11,239 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. (7) During November 2021, 100 warrants were exercised with a total exercise price of $ 1,150 and converted into Class A Common Stock. (8) On July 13, 2021, the Company's 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 15, Contingent Consideration for additional details on the conversions. (9) The Class A Common Stock withheld for taxes revert back to the 2021 Incentive Plan, as defined below, and are used for future grants. |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Statement of Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) in Equity Section of Condensed Consolidated Balance Sheets | Accumulated other comprehensive income (loss) in the equity section of Consolidated Balance Sheets includes: ($ in thousands) Foreign Currency Translation Adjustment Unrealized Holding Gains (Losses) on Derivatives Total Balance, February 28, 2021 (Successor) $ 2,388 $ — $ 2,388 Other comprehensive loss ( 33,392 ) — ( 33,392 ) Tax effects 11,985 — 11,985 Other comprehensive loss ( 21,407 ) — ( 21,407 ) Balance, February 28, 2022 (Successor) $ ( 19,019 ) $ — $ ( 19,019 ) Other comprehensive loss ( 56,306 ) ( 856 ) ( 57,162 ) Tax effects 7,578 — 7,578 Other comprehensive loss ( 48,728 ) ( 856 ) ( 49,584 ) Balance, February 28, 2023 (Successor) $ ( 67,747 ) $ ( 856 ) $ ( 68,603 ) |
Reclassifications Out of Unrealized Holding Losses on Derivatives Into Net Income (Loss) | The effect of amounts reclassified out of unrealized holding losses on derivatives into net income (loss) was as follows: Fiscal Year Ended ($ in thousands) February 28, 2023 Reclassifications: Cost of revenue $ 201 Research and development 177 Sales and marketing 7 General and administrative 90 Total $ 475 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Per Share Computations for Net Income (Loss) | The following is a reconciliation of the denominators of the basic and diluted per share computations for net (loss) income: Successor (in thousands, except per share data) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 Net (loss) income per share: Numerator - basic: Net (loss) income per share: $ ( 720,202 ) $ ( 189,914 ) $ 12,857 Less: Net (loss) income attributable to ( 71,499 ) ( 24,138 ) 2,057 Net (loss) income attributable to E2open Parent $ ( 648,703 ) $ ( 165,776 ) $ 10,800 Numerator - diluted: Net (loss) income attributable to E2open Parent $ ( 648,703 ) $ ( 165,776 ) $ 10,800 Add: Net (loss) income and tax effect attributable — — 1,561 Net (loss) income attributable to E2open Parent $ ( 648,703 ) $ ( 165,776 ) $ 12,361 Denominator - basic: Weighted average Class A Common Stock shares Weighted average shares related to time based restricted Weighted average shares outstanding - basic 301,946 245,454 187,051 Net (loss) income per share - basic $ ( 2.15 ) $ ( 0.68 ) $ 0.06 Denominator - diluted: Weighted average shares outstanding - basic 301,946 245,454 187,051 Weighted average effect of dilutive securities: Time based restricted stock — — 35,637 Weighted average shares outstanding - diluted 301,946 245,454 222,688 Diluted net (loss) income per common share $ ( 2.15 ) $ ( 0.68 ) $ 0.06 |
Summary of Weighted Average Potential Common Shares Excluded from Diluted (Loss) Income Per Common Share | The following table summarizes the weighted-average potential common shares excluded from diluted (loss) income per common share as their effect would be anti-dilutive: Successor Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 Shares related to Series B-1 common stock 94 68 8,120,367 Shares related to Series B-2 common stock 3,372,184 3,372,184 3,372,184 Shares related to restricted common units Series 1 — — 4,379,557 Shares related to restricted common units Series 2 2,627,724 2,627,724 2,627,724 Shares related to warrants (1) 29,079,872 29,079,944 29,079,972 Shares related to Common Units 33,279,284 35,724,516 — Shares related to options 3,612,372 2,349,839 — Share related to performance based restricted stock 2,049,335 742,838 — Shares related to time based restricted stock 2,937,429 692,699 — Units/Shares excluded from the dilution computation 76,958,294 74,589,812 47,579,804 (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) | 12 Months Ended |
Feb. 28, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of Option Plan Activity | Activity under E2open Holdings’ 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 ( 1,425 ) 1.45 Forfeited ( 721 ) 1.65 Balance, February 3, 2021 19,855 $ 1.51 1.1 |
Schedule of Restricted Equity Plan | Activity under E2open Holdings’ 2015 Restricted Plan was as follows: Predecessor 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 ( 3,523 ) 1.48 Balance, February 3, 2021 5,432 $ 1.35 0.3 |
Schedule of Functional Classification in the Consolidated Statements of Operations | The table below sets forth the functional classification in the Consolidated Statements of Operations of equity-based compensation expense: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 March 1, 2020 Cost of revenue $ 1,466 $ 1,093 $ 3,248 $ 396 Research and development 3,084 1,766 5,224 499 Sales and marketing 3,298 1,566 5,134 659 General and administrative 9,713 6,214 19,394 5,723 Total share-based compensation $ 17,561 $ 10,639 $ 33,000 $ 7,277 |
2021 Incentive Plan | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
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, 2022 2,524 $ 9.83 9.0 Granted 3,275 7.76 Forfeited/Expired ( 966 ) 9.85 Balance, February 28, 2023 4,833 $ 8.42 8.5 Vested and exercisable as of February 28, 2023 573 $ 9.82 4.9 Successor Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Balance, February 28, 2021 — $ — — Granted 2,583 9.86 Forfeited ( 59 ) 10.86 Balance, February 28, 2022 2,524 $ 9.83 9.0 |
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, 2022 2,103 $ 12.47 2.7 Granted 5,730 7.43 Added by performance factor 300 12.87 Released ( 903 ) 12.01 Canceled and forfeited ( 755 ) 9.49 Balance, February 28, 2023 6,475 $ 8.44 2.4 Successor Number of Units Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2021 — $ — — Granted 2,523 12.53 Forfeited ( 420 ) 12.84 Balance, February 28, 2022 2,103 $ 12.47 2.7 |
Summary of Estimated Grant-Date Fair Values Assumptions | The estimated grant-date fair values of the options granted were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Successor Fiscal Year Ended February 28, 2023 2022 Expected term (in years) 6.25 6.25 Expected equity price volatility 44.17 % 46.39 % - 46.65 % Risk-free interest rate 2.91 % 0.96 % - 1.12 % Expected dividend yield 0 % 0 % |
2021 Incentive Plan | Cash-Settled Units | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Schedule of Restricted Equity Plan | Activity under the 2021 Incentive Plan related to cash-settled RSUs was as follows: Successor Number of Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2022 — $ — — Granted 25 6.07 Balance, February 28, 2023 25 $ 6.07 2.6 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Leases [Abstract] | |
Classifications of Estimated ROU Assets, Net and Lease Liabilities | The following tables presents the amounts and classifications of the Company's estimated ROU assets, net and lease liabilities: Successor February 28, ($ in thousands) Balance Sheet Location 2023 2022 Operating lease right-of-use assets Operating lease right-of-use assets $ 18,758 $ 28,102 Finance lease right-of-use asset Property and equipment, net 3,358 3,719 Total right-of-use assets $ 22,116 $ 31,821 Successor February 28, ($ in thousands) Balance Sheet Location 2023 2022 Operating lease liability - current Current portion of operating lease obligations $ 7,622 $ 7,652 Operating lease liability Operating lease obligations 15,379 21,202 Finance lease liability - current Current portion of finance lease obligations 2,582 2,307 Finance lease liability Finance lease obligations 1,049 1,950 Total lease liabilities $ 26,632 $ 33,111 |
Summary of Lease Cost | The following table summarizes the Company's total lease cost: Successor Fiscal Year Ended February 28, ($ in thousands) 2023 2022 Finance lease cost: Amortization of right-of-use asset $ 2,253 $ 2,959 Interest on lease liability 212 569 Finance lease cost 2,465 3,528 Operating lease cost: Operating lease cost 7,348 4,692 Variable lease cost 4,837 5,495 Sublease income ( 552 ) ( 725 ) Operating net lease cost 11,633 9,462 Total net lease cost $ 14,098 $ 12,990 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: Successor Fiscal Year Ended February 28, ($ in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 9,674 $ 8,366 |
Weighted-average Remaining Lease Terms and Discount Rates of Leases | The following table presents the weighted-average remaining lease terms and discount rates of the Company's leases: Successor Fiscal Year Ended February 28, 2023 2022 Weighted-average remaining lease term (in years): Finance lease 1.46 1.36 Operating lease 3.63 6.93 Weighted-average discount rate: Finance lease 8.03 % 9.20 % Operating lease 5.45 % 4.86 % |
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 February 28, 2023: ($ in thousands) Operating Leases Finance Leases 2024 $ 8,701 $ 2,724 2025 6,754 610 2026 4,382 508 2027 3,012 — 2028 1,407 — Thereafter 1,092 — Total 25,348 3,842 Less: Present value discount ( 2,347 ) ( 211 ) Lease liabilities $ 23,001 $ 3,631 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
Components of (Loss) Income Before Income Tax Provision | For financial reporting purposes, the components of (loss) income before income tax provision were as follows: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 March 1, 2020 Domestic $ ( 925,809 ) $ ( 187,458 ) $ 5,284 $ ( 62,012 ) Foreign ( 44,769 ) ( 32,506 ) 6,961 7,401 (Loss) income before income tax benefit $ ( 970,578 ) $ ( 219,964 ) $ 12,245 $ ( 54,611 ) |
Schedule of Income Tax benefit | The income tax benefit consisted of the following: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 March 1, 2020 Current: Federal $ ( 765 ) $ ( 1,142 ) $ ( 376 ) $ ( 273 ) State ( 2,450 ) ( 545 ) ( 62 ) ( 170 ) Foreign ( 5,835 ) ( 4,007 ) ( 578 ) ( 1,214 ) Total current ( 9,050 ) ( 5,694 ) ( 1,016 ) ( 1,657 ) Deferred: Federal 209,618 30,135 1,382 ( 1,258 ) State 40,137 998 303 10,117 Foreign 9,671 4,611 ( 57 ) ( 521 ) Total deferred 259,426 35,744 1,628 8,338 Total income tax benefit $ 250,376 $ 30,050 $ 612 $ 6,681 |
Schedule of Income Tax Provision Differs from US Federal Income Tax | The Company’s income tax provision differs from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax (loss) income as a result of the following: Successor Predecessor ($ in thousands) Fiscal Year Ended February 28, 2023 Fiscal Year Ended February 28, 2022 February 4, 2021 March 1, 2020 U.S. federal tax (expense) benefit at statutory rate $ 203,823 $ 46,192 $ ( 2,572 ) $ 11,461 State tax, net of federal benefit 30,322 376 835 14,915 Foreign rate differential 19 ( 410 ) ( 346 ) ( 216 ) Effect of foreign operations ( 2,396 ) ( 1,761 ) ( 139 ) ( 481 ) Tax credit carryforwards 1,126 382 16 119 Earnings taxed at affiliate — — ( 783 ) ( 9,494 ) Global intangible low-taxes income inclusion — ( 19 ) ( 126 ) ( 1,708 ) Nonqualified stock options 1,662 59 270 — Change in fair value of contingent consideration 3,146 ( 13,573 ) 6,526 — Change in fair value of warrant liability 7,880 343 4,869 — Net impact of noncontrolling interest and non-partnership ( 8,711 ) 3,653 1,381 — Compensation deducted for book in post-acquisition period — — ( 6,091 ) — Nondeductible compensation ( 1,586 ) — — — Uncertain tax positions ( 6 ) 355 ( 5 ) ( 387 ) Other 706 ( 514 ) 200 ( 39 ) Change in valuation allowance 14,391 ( 5,033 ) ( 3,423 ) ( 7,489 ) Total income tax benefit $ 250,376 $ 30,050 $ 612 $ 6,681 |
Temporary Differences of Deferred Tax Assets and Liabilities | The types of temporary differences that give rise to significant portions of the Company's deferred tax assets and liabilities are set forth below: Successor February 28, ($ in thousands) 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 85,184 $ 106,897 Tax credits 4,735 4,362 Property and equipment 937 154 Disallowed interest carryforward 35,364 31,796 Deferred commissions 6,845 2,953 Lease liability 4,918 4,705 Other deferred tax asset 8,936 8,065 Accruals and reserves 2,978 4,812 Deferred revenue 799 485 Total deferred tax assets 150,696 164,229 Deferred tax liabilities: Intangibles 123,094 157,074 Investment in partnership 128,566 354,557 Other deferred tax liability 4,206 7,738 Total deferred tax liabilities 255,866 519,369 Valuation allowance ( 37,978 ) ( 56,617 ) Net deferred tax liabilities $ ( 143,148 ) $ ( 411,757 ) |
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit | A reconciliation of the beginning and ending amount of unrecognized tax benefit was as follows: Successor February 28, ($ in thousands) 2023 2022 Beginning of period $ 2,571 $ 2,688 Gross decreases: Prior year tax positions — ( 117 ) End of period $ 2,571 $ 2,571 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information and Non-cash Investing and Financing activities | Supplemental cash flow information and non-cash investing and financing activities are as follows: Successor Predecessor (In thousands) Fiscal Year Fiscal Year February 4, 2021 March 1, 2020 Supplemental cash flow information - Cash paid for: Interest $ 62,151 $ 27,688 $ 1,695 $ 61,728 Income taxes 10,587 2,442 ( 39 ) 1,660 Non-cash investing and financing activities: Capital expenditures financed under financing lease obligations 1,662 — — 11,802 Capital expenditures included in accounts payable and accrued liabilities 2,733 11,887 1,199 273 Right-of-use assets obtained in exchange for operating lease obligations 2,023 34,733 — — Retirement of fully depreciated assets (1) 419 — — — Prepaid software, maintenance and insurance under notes payable — — — 892 Shares withheld for taxes on vesting of restricted stock 1,610 — — — Conversion of Common Units to Class A Common Stock 2,481 54,950 — — Conversion of Series B1 common stock to Class A Common Stock — 175,000 — — Business Combination purchase price adjustment — 2,965 — — Issuance of common stock for BluJay Acquisition — 730,854 — — Deferred taxes related to issuance of common stock for BluJay — 36,805 — — (1) Includes the retirement of fully depreciated assets no longer in service based on a periodic review. |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I $ / shares in Units, $ in Millions | Apr. 28, 2020 USD ($) $ / shares shares |
Subsidiary Sale Of Stock [Line Items] | |
Sale of units in initial public offering, gross (in shares) | shares | 41,400,000 |
Share price (in US$ per share) | $ / shares | $ 10 |
Principal deposited in Trust Account | $ | $ 414 |
Private Placement | |
Subsidiary Sale Of Stock [Line Items] | |
Number of warrants to purchase shares issued (in shares) | shares | 10,280,000 |
Proceeds from issuance of warrants | $ | $ 424.3 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jun. 08, 2021 | Feb. 28, 2021 USD ($) | Aug. 31, 2023 USD ($) | Feb. 28, 2023 USD ($) $ / shares | Feb. 03, 2021 USD ($) | Feb. 28, 2023 USD ($) Segment ReportingUnit Tranche $ / shares | Feb. 28, 2022 USD ($) $ / shares | Feb. 29, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of operating segment | Segment | 1 | |||||||
Number of reporting unit | ReportingUnit | 1 | |||||||
Goodwill impairment charge | $ 0 | $ 514,800,000 | $ 386,800,000 | $ 0 | $ 901,566,000 | $ 0 | $ 0 | |
Gains or losses on disposal on property and equipment | 0 | 0 | 0 | 0 | ||||
Long-lived asset impairment charges | 0 | 0 | 0 | 0 | ||||
Amounts over federally insured limits | $ 74,700 | 74,700 | 172,800 | |||||
Impairment charge for intangible assets | 0 | 0 | 0 | 0 | ||||
Impairment of investments | $ 0 | 0 | ||||||
Tax savings rate | 85% | |||||||
Business combination tax receivable agreement retain tax benefit remaining of cash saving | 15% | 15% | ||||||
Advertising expenses | 400,000 | 3,800,000 | $ 16,200,000 | 6,100,000 | ||||
Contingent consideration liability number of tranche | Tranche | 2 | |||||||
Health care organization individual stop loss threshold | $ 175,000 | $ 175,000 | ||||||
Net transaction gain from foreign currency contracts | 200,000 | 200,000 | $ 1,900,000 | $ 1,300,000 | ||||
Sales commissions amortization period | 4 years | |||||||
Accounting Standards Update 2016-02 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Mar. 01, 2021 | Mar. 01, 2021 | ||||||
Accounting Standards Update 2018-17 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Mar. 01, 2021 | Mar. 01, 2021 | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
Accounting Standards Update 2016-13 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Feb. 28, 2022 | Feb. 28, 2022 | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
Accounting Standards Update 2021-08 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Accounting Standards Update 2018-15 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
Accounting Standards Update 2019-12 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Feb. 28, 2022 | Feb. 28, 2022 | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
Time-Based Awards | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Requisite service period | 4 years | |||||||
Class A Common Stock | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Series B-1 Common Stock | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common stock, terms of conversion, description | Series B-1 common stock to automatically convert into Class A Common Stock on a one-to-one basis | Series B-1 common stock automatically converted into the Company's Class A common stock on a one-to-one basis | ||||||
Series 1 RCUs | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
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 | Series 1 RCUs automatically converted into Common Units of E2open Holdings | ||||||
Minimum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Estimated useful lives of assets | 3 years | |||||||
Minimum | Subscriptions Revenue | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Customer contract term | 1 year | |||||||
Payment term | 30 days | |||||||
Maximum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Estimated useful lives of assets | 5 years | |||||||
Maximum | Subscriptions Revenue | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Customer contract term | 5 years | |||||||
Payment term | 90 days | |||||||
Forecast | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill impairment charge | $ 514,800,000 | |||||||
Adjustment | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Current income tax payable | $ 2,700,000 | |||||||
Reclassifications from other liabilities to deferred income taxes | $ 1,600,000 | $ 8,300,000 | $ 35,700,000 | |||||
Trade Accounts Receivable | Minimum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Payment term | 30 days | |||||||
Trade Accounts Receivable | Maximum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Payment term | 90 days | |||||||
LIBOR | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Basis points | 1% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Amortization Periods for Definite-Lived Intangible Assets (Details) | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 1 year | 1 year |
Client Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 3 years | 3 years |
Client Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 20 years | 20 years |
Technology | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 3 years | 3 years |
Technology | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 10 years | 10 years |
Content Library | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful lives | 10 years | 10 years |
Business Combination and Acqu_3
Business Combination and Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||||||||
Sep. 01, 2022 | May 31, 2022 | Mar. 02, 2022 | Sep. 01, 2021 | Jun. 08, 2021 | Feb. 04, 2021 | Apr. 28, 2020 | Feb. 28, 2021 | Feb. 03, 2021 | Jul. 31, 2019 | May 31, 2019 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | Dec. 31, 2020 | Feb. 28, 2023 | Oct. 31, 2022 | Apr. 06, 2022 | Aug. 19, 2021 | Jun. 30, 2021 | ||
Business Acquisition [Line Items] | |||||||||||||||||||||
Proceed from issuance of new term loan | $ 525,000 | ||||||||||||||||||||
Proceeds from forward purchase agreement | 200,000 | ||||||||||||||||||||
Proceeds from PIPE Investment | $ 627,500 | $ 300,000 | |||||||||||||||||||
Business combination debt issuance cost | 20,200 | ||||||||||||||||||||
Acquisition-related expenses | $ 4,317 | 14,348 | $ 16,297 | 64,360 | |||||||||||||||||
Investor rights agreement, termination, description | The director appointment rights under the Investor Rights Agreement will terminate as to a party when such party, together with its permitted transferees, has less than certain ownership thresholds (with respect to the affiliates of Insight Partners, the greater of 33% of the economic interests in the Company that such affiliates of Insight Partners owned immediately after the Closing Date and 2% of the Company’s voting securities, and with respect to CC Capital (on behalf of the Sponsor), less than 17% of the economic interests in the Company that it owned immediately after the Closing Date). The registration rights in the Investor Rights Agreement will terminate as to each holder of the Company’s shares of common stock when such holder ceases to hold any of the Company’s common stock or securities exercisable or exchangeable for the Company’s common stock. | ||||||||||||||||||||
Line of credit facility, additional borrowing amount | $ 190,000 | ||||||||||||||||||||
Investor rights agreement, amendment, description | 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 Holdings (Private) Limited (Temasek). | ||||||||||||||||||||
Purchase agreement description | The Investor Rights Agreement provides Francisco Partners and Temasek the right to nominate one member each to the Company's board of directors. Mr. Deep Shah, nominated by Francisco Partners, and Mr. Martin Fichtner, nominated by Temasek, became directors on September 1, 2021. | ||||||||||||||||||||
Proceeds from term loan | 23,377 | $ 215,000 | 475,000 | ||||||||||||||||||
Contingent consideration | $ 2,700 | 158,598 | |||||||||||||||||||
Intangible assets based on estimated fair values | 830,000 | ||||||||||||||||||||
Purchase Agreement | 2021 Term Loan | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Line of credit facility, additional borrowing amount | 380,000 | ||||||||||||||||||||
Amber Road Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business combination fixed consideration | $ 428,600 | ||||||||||||||||||||
Amber Road Inc. | Term Loan Due 2024 | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Proceeds from term loan | $ 35,600 | ||||||||||||||||||||
Averetek | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business combination fixed consideration | $ 8,700 | ||||||||||||||||||||
Contingent consideration upon successful attainment of earn-out criteria | $ 2,000 | ||||||||||||||||||||
Period of contingent consideration | 2 years | ||||||||||||||||||||
Contingent consideration | $ 2,000 | $ 2,000 | |||||||||||||||||||
Acquisition-related obligations | $ 2,000 | $ 2,000 | |||||||||||||||||||
BluJay TopCo Limited | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Expenses related to business combination | 33,700 | ||||||||||||||||||||
Acquisition-related expenses | 13,400 | ||||||||||||||||||||
Intangible assets based on estimated fair values | 484,800 | ||||||||||||||||||||
BluJay TopCo Limited | Advisory Fees and Other Expenses Member | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Acquisition-related expenses | 26,700 | ||||||||||||||||||||
Logistyx Acquisition | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Expenses related to business combination | $ 700 | $ 4,100 | |||||||||||||||||||
Acquisition-related expenses | $ 1,600 | ||||||||||||||||||||
Business combination fixed consideration | 185,000 | ||||||||||||||||||||
Estimated fair value | 183,400 | ||||||||||||||||||||
Cash payment | $ 54,000 | $ 37,400 | 90,000 | 95,000 | |||||||||||||||||
Business combination working capital adjustment | $ 3,600 | (2,550) | $ (2,600) | ||||||||||||||||||
Intangible assets based on estimated fair values | 66,800 | ||||||||||||||||||||
Logistyx Acquisition | Advisory Fees and Other Expenses Member | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Acquisition-related expenses | $ 500 | ||||||||||||||||||||
RSUs | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Vesting period | 10 years | ||||||||||||||||||||
CCNB1 | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Principal deposited in Trust Account | 414,000 | ||||||||||||||||||||
Acquisition-related expenses | $ 16,900 | ||||||||||||||||||||
E2open Holdings, LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Expenses related to business combination | 6,500 | ||||||||||||||||||||
Business combination debt issuance cost | 600 | $ 600 | |||||||||||||||||||
Acquisition-related expenses | $ 31,000 | ||||||||||||||||||||
E2open Holdings, LLC | BluJay TopCo Limited | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business combination debt issuance cost | 10,400 | ||||||||||||||||||||
CCNB1 | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Principal deposited in Trust Account | $ 414,000 | ||||||||||||||||||||
Expenses related to business combination | $ 800 | $ 3,900 | |||||||||||||||||||
Pipe Investment | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Proceeds from PIPE Investment | 627,500 | ||||||||||||||||||||
Acquisition-related expenses | 10,900 | ||||||||||||||||||||
Pipe Investment | BluJay TopCo Limited | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business combination debt issuance cost | $ 7,100 | ||||||||||||||||||||
Initial Public Offering | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business combination deferred underwriting costs | 14,500 | ||||||||||||||||||||
Class A Common Stock | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Number of days volume-weighted Average Price | 5 days | 5 days | |||||||||||||||||||
Class A Common Stock | BluJay TopCo Limited | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Stock issued during period shares acquisitions | [1] | 28,909,022 | |||||||||||||||||||
Class A Common Stock | Pipe Investment | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Proceeds from investor purchasing | $ 695,000 | ||||||||||||||||||||
Stock issued during period shares acquisitions | 69,500,000 | ||||||||||||||||||||
Class A Common Stock | Pipe Investment | Purchase Agreement | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Stock issued during period shares acquisitions | 28,909,022 | ||||||||||||||||||||
Proceeds from PIPE Investment | $ 300,000 | ||||||||||||||||||||
Class V Common Stock | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common stock, terms of conversion, description | on a one-for-one basis to their Common Units which in essence allows each holder one vote per Common Unit. | ||||||||||||||||||||
[1] PIPE financing from institutional investors for the purchase of Class A Common Shares with the proceeds used for the BluJay Acquisition. |
Business Combination and Acqu_4
Business Combination and Acquisitions - Summary of Estimated Fair Value of Business Combination and Consideration Paid for Acquisition (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Oct. 31, 2022 | Sep. 01, 2022 | Mar. 02, 2022 | Sep. 01, 2021 | Feb. 04, 2021 |
Business Acquisition [Line Items] | ||||||
Equity consideration paid | $ 461,549 | |||||
Cash consideration | 585,971 | |||||
Cash repayment of debt | 978,521 | |||||
Contingent consideration | $ 2,700 | 158,598 | ||||
Tax receivable agreement payable | $ 49,900 | 49,892 | ||||
Cash paid for seller transaction costs | 38,135 | |||||
Estimated fair value of the Business Combination | $ 2,272,666 | |||||
BluJay | ||||||
Business Acquisition [Line Items] | ||||||
Equity consideration paid | 730,854 | |||||
Cash consideration | 350,658 | |||||
Preference share consideration paid to BluJay | 86,190 | |||||
Cash repayment of debt | 334,483 | |||||
Cash paid for seller transaction costs | 26,686 | |||||
Estimated consideration paid for the BluJay Acquisition | $ 1,528,871 | |||||
Logistyx Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 153,090 | |||||
Cash repayment of debt | 29,777 | |||||
Cash paid for seller transaction costs | 489 | |||||
Working capital adjustment | $ (2,600) | $ 3,600 | (2,550) | |||
Estimated consideration paid for the BluJay Acquisition | $ 180,806 |
Business Combination and Acqu_5
Business Combination and Acquisitions - Summary of Estimated Fair Value of Business Combination and Consideration Paid for Acquisition (Parenthetical) (Details) $ in Millions | Feb. 04, 2021 USD ($) |
Business Acquisition [Line Items] | |
Post combination expense | $ 15.1 |
Business Combination and Acqu_6
Business Combination and Acquisitions - Summary of Equity Consideration Paid to Equity Holders (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 01, 2021 | Feb. 04, 2021 |
Business Acquisition [Line Items] | ||
Common shares subject to sales restriction | 43,300 | |
Fair value per share | $ 10.98 | |
Equity consideration paid | $ 475,434 | |
Less: Acceleration of Class A and Class B units post business combination expense | (13,885) | |
Equity consideration paid | $ 461,549 | |
BluJay TopCo Limited | ||
Business Acquisition [Line Items] | ||
Common shares subject to sales restriction | 72,383 | |
Fair value per share | $ 10.097 | |
Equity consideration paid | $ 730,854 |
Business Combination and Acqu_7
Business Combination and Acquisitions - Summary of Estimated Fair Value (Parenthetical) (Details) | Feb. 04, 2021 |
Business Combinations [Abstract] | |
Percentage of tax savings payment | 85% |
Business Combination and Acqu_8
Business Combination and Acquisitions - Schedule of Preliminary Allocation of Purchase Price to Predecessor's Tangible and Intangible Assets Acquired and Liabilities Assumed Based on Fair Value (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Mar. 02, 2022 | Feb. 28, 2022 | Sep. 01, 2021 | Feb. 28, 2021 | Feb. 04, 2021 |
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 180,115 | |||||
Account receivable, net | 124,168 | |||||
Other current assets | 23,623 | |||||
Property and equipment, net | 37,924 | |||||
Intangible assets | 830,000 | |||||
Goodwill | $ 2,927,807 | $ 125,896 | $ 3,756,871 | $ 2,628,646 | 2,628,964 | |
Non-current assets | 4,930 | |||||
Current liabilities | (159,463) | |||||
Notes payable and capital lease obligations | (511,762) | |||||
Warrant liability | (91,959) | |||||
Noncurrent liabilities | (402,986) | |||||
Noncontrolling interest | (390,888) | |||||
Total assets acquired and liabilities assumed | $ 2,272,666 | |||||
BluJay TopCo Limited | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 23,773 | |||||
Account receivable, net | 33,822 | |||||
Other current assets | 11,217 | |||||
Property and equipment, net | 6,503 | |||||
Operating lease right-of-use assets | 9,018 | |||||
Intangible assets | 484,800 | |||||
Goodwill | 1,149,866 | |||||
Non-current assets | 184 | |||||
Accounts payable | (11,630) | |||||
Current liabilities | (22,878) | |||||
Deferred revenue | (39,283) | |||||
Deferred taxes | (109,350) | |||||
Noncurrent liabilities | (7,171) | |||||
Total assets acquired and liabilities assumed | 1,528,871 | |||||
BluJay TopCo Limited | Adjustments | ||||||
Business Acquisition [Line Items] | ||||||
Account receivable, net | (12) | |||||
Other current assets | 865 | |||||
Goodwill | (2,218) | |||||
Non-current assets | (2,016) | |||||
Accounts payable | 143 | |||||
Current liabilities | 10,652 | |||||
Deferred taxes | (7,414) | |||||
BluJay TopCo Limited | Preliminary Purchase Price Allocation | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 23,773 | |||||
Account receivable, net | 33,834 | |||||
Other current assets | 10,352 | |||||
Property and equipment, net | 6,503 | |||||
Operating lease right-of-use assets | 9,018 | |||||
Intangible assets | 484,800 | |||||
Goodwill | 1,152,084 | |||||
Non-current assets | 2,200 | |||||
Accounts payable | (11,773) | |||||
Current liabilities | (33,530) | |||||
Deferred revenue | (39,283) | |||||
Deferred taxes | (101,936) | |||||
Noncurrent liabilities | (7,171) | |||||
Total assets acquired and liabilities assumed | $ 1,528,871 | |||||
Logistyx Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 1,563 | |||||
Account receivable, net | 5,332 | |||||
Other current assets | 3,335 | |||||
Property and equipment, net | 144 | |||||
Intangible assets | 66,800 | |||||
Goodwill | 123,746 | |||||
Non-current assets | 619 | |||||
Accounts payable | (5,897) | |||||
Current liabilities | (3,931) | |||||
Deferred taxes | (10,747) | |||||
Noncurrent liabilities | (158) | |||||
Total assets acquired and liabilities assumed | 180,806 | |||||
Logistyx Acquisition | Adjustments | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | (400) | |||||
Goodwill | (2,150) | |||||
Total assets acquired and liabilities assumed | (2,550) | |||||
Logistyx Acquisition | Preliminary Purchase Price Allocation | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 1,563 | |||||
Account receivable, net | 5,332 | |||||
Other current assets | 3,335 | |||||
Property and equipment, net | 144 | |||||
Intangible assets | 67,200 | |||||
Non-current assets | 619 | |||||
Accounts payable | (5,897) | |||||
Current liabilities | (3,931) | |||||
Deferred revenue | (10,747) | |||||
Noncurrent liabilities | (158) | |||||
Total assets acquired and liabilities assumed | $ 183,356 |
Business Combination and Acqu_9
Business Combination and Acquisitions - Schedule of Preliminary Allocation of Purchase Price to Predecessor's Tangible and Intangible Assets Acquired and Liabilities Assumed Based on Fair Value (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Mar. 02, 2022 | Feb. 04, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | Oct. 31, 2022 | Sep. 01, 2022 | Sep. 01, 2021 | |
Business Acquisition [Line Items] | |||||||
Fair value adjustment part of business combination reduced deferred revenue | $ (60,700) | $ 0 | $ (500) | ||||
Deferred acquisition liability | $ 158,598 | $ 2,700 | |||||
Logistyx Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Change in fair value of intangible assets | $ 400 | ||||||
Working capital adjustment | $ 2,550 | $ 2,600 | $ (3,600) | ||||
E2open Holdings LLC | |||||||
Business Acquisition [Line Items] | |||||||
Noncontrolling interest percentage | 16% | 9.80% | 10% |
Business Combination and Acq_10
Business Combination and Acquisitions - Summary of Fair Value of Noncontrolling Interest (Details) $ / shares in Units, $ in Thousands | Feb. 04, 2021 USD ($) $ / shares shares |
Business Combinations [Abstract] | |
Common shares subject to sale restriction | shares | 35,600 |
Fair value per share | $ / shares | $ 10.98 |
Noncontrolling interest | $ | $ 390,888 |
Business Combination and Acq_11
Business Combination and Acquisitions - Summary of Fair Value of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 02, 2022 | Sep. 01, 2021 | Feb. 04, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets | $ 720,000 | ||||
Total intangible assets | $ 830,000 | ||||
BluJay TopCo Limited | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets | $ 484,800 | ||||
Total intangible assets | $ 484,800 | ||||
Logistyx Acquisition | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets | $ 66,800 | ||||
Total intangible assets | $ 66,800 | ||||
Trade Names | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 1 year | 1 year | |||
Trade Names | BluJay TopCo Limited | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 1 year | ||||
Definite-lived intangible assets | $ 3,800 | ||||
Trade Names | Logistyx Acquisition | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 1 year | ||||
Definite-lived intangible assets | $ 500 | ||||
Developed Technology | BluJay TopCo Limited | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 5 years 10 months 24 days | ||||
Definite-lived intangible assets | $ 301,000 | ||||
Developed Technology | Logistyx Acquisition | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 6 years 4 months 24 days | ||||
Definite-lived intangible assets | $ 33,500 | ||||
Client Relationships | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 20 years | 13 years 9 months 18 days | 13 years 7 months 6 days | ||
Definite-lived intangible assets | $ 300,000 | ||||
Client Relationships | BluJay TopCo Limited | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 3 years | ||||
Definite-lived intangible assets | $ 180,000 | ||||
Client Relationships | Logistyx Acquisition | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 13 years | ||||
Definite-lived intangible assets | $ 32,000 | ||||
Technology | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 8 years 6 months | 7 years 3 months 18 days | 7 years 3 months 18 days | ||
Definite-lived intangible assets | $ 370,000 | ||||
Content Library | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 10 years | 10 years | 10 years | ||
Definite-lived intangible assets | $ 50,000 | ||||
Backlog | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 2 years 6 months | ||||
Backlog | Logistyx Acquisition | |||||
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets, Weighted Average Useful Lives | 2 years 6 months | ||||
Definite-lived intangible assets | $ 800 | ||||
Trademark / Trade name | |||||
Business Acquisition [Line Items] | |||||
Indefinite-lived intangible assets | Indefinite | Indefinite | Indefinite | ||
Indefinite-lived intangible assets | $ 110,000 |
Business Combination and Acq_12
Business Combination and Acquisitions - Summary of Unaudited Pro Forma Information (Details) - BluJay and Logistyx $ in Millions | 12 Months Ended |
Feb. 28, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Total revenue | $ 562.4 |
Net loss | (238) |
Less: Net loss attributable to noncontrolling interest | (25.6) |
Net loss attributable to E2open Parent Holdings, Inc. | $ (212.4) |
Liquidity and Capital Resourc_2
Liquidity and Capital Resources - Additional Information (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | Feb. 03, 2021 |
Liquidity And Capital Resources [Abstract] | ||||
Cash and cash equivalents | $ 93,032 | $ 155,481 | $ 194,717 | $ 657,946 |
Maximum borrowing capacity available under its revolving credit facility | $ 155,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 12 Months Ended |
Feb. 28, 2023 | |
Related Party Transaction [Line Items] | |
Investor rights agreement, termination, description | The director appointment rights under the Investor Rights Agreement will terminate as to a party when such party, together with its permitted transferees, has less than certain ownership thresholds (with respect to the affiliates of Insight Partners, the greater of 33% of the economic interests in the Company that such affiliates of Insight Partners owned immediately after the Closing Date and 2% of the Company’s voting securities, and with respect to CC Capital (on behalf of the Sponsor), less than 17% of the economic interests in the Company that it owned immediately after the Closing Date). The registration rights in the Investor Rights Agreement will terminate as to each holder of the Company’s shares of common stock when such holder ceases to hold any of the Company’s common stock or securities exercisable or exchangeable for the Company’s common stock. |
Investor rights agreement, amendment, description | 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 Holdings (Private) Limited (Temasek). |
Purchase agreement description | The Investor Rights Agreement provides Francisco Partners and Temasek the right to nominate one member each to the Company's board of directors. Mr. Deep Shah, nominated by Francisco Partners, and Mr. Martin Fichtner, nominated by Temasek, became directors on September 1, 2021. |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 |
Receivables [Abstract] | |||
Accounts receivable | $ 153,618 | $ 143,799 | |
Unbilled receivables | 25,481 | 14,597 | |
Less: Allowance for credit losses | (4,290) | (3,055) | $ (908) |
Accounts receivable, net | $ 174,809 | $ 155,341 |
Accounts Receivable - Schedul_2
Accounts Receivable - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Balance | $ (3,055) | $ (908) |
Additions | (2,185) | (1,917) |
Write-offs | 1,217 | 1,549 |
Balance | (4,290) | (3,055) |
BluJay Acquisition | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Acquisition | $ (1,779) | |
Logistyx Acquisition | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Acquisition | $ (267) |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid software and hardware license and maintenance fees | $ 9,103 | $ 6,022 |
Income and other taxes receivable | 4,618 | 4,544 |
Prepaid insurance | 1,337 | 3,401 |
Deferred commissions | 4,771 | 2,867 |
Prepaid marketing | 1,037 | 1,124 |
Security deposits | 2,377 | 1,044 |
Other prepaid expenses and other current assets | 1,957 | 7,241 |
Total prepaid expenses and other current assets | $ 25,200 | $ 26,243 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Feb. 28, 2021 USD ($) | Aug. 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | Feb. 03, 2021 USD ($) | Feb. 28, 2023 USD ($) ReportingUnit | Feb. 28, 2022 USD ($) | Feb. 29, 2020 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Number of reporting unit | ReportingUnit | 1 | ||||||
Goodwill impairment charge | $ | $ 0 | $ 514,800,000 | $ 386,800,000 | $ 0 | $ 901,566,000 | $ 0 | $ 0 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes In Goodwill (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Feb. 28, 2021 | Aug. 31, 2023 | Feb. 28, 2023 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 29, 2020 | ||
Goodwill [Line Items] | ||||||||
Beginning balance | $ 3,756,871,000 | $ 2,628,646,000 | ||||||
Impairment charge | $ 0 | $ (514,800,000) | $ (386,800,000) | $ 0 | (901,566,000) | 0 | $ 0 | |
Business Combination purchase price adjustment | [1] | 407,000 | ||||||
Disposition | [2] | (1,306,000) | ||||||
Currency translation adjustment | (44,483,000) | (27,503,000) | ||||||
Ending balance | $ 2,628,646,000 | $ 2,927,807,000 | 2,927,807,000 | 3,756,871,000 | ||||
BluJay Acquisition | ||||||||
Goodwill [Line Items] | ||||||||
Acquisitions | [3] | $ 1,155,321,000 | ||||||
Goodwill acquisition adjustment | [3] | (5,455,000) | ||||||
Logistyx Acquisition | ||||||||
Goodwill [Line Items] | ||||||||
Acquisitions | [4] | $ 123,746,000 | ||||||
[1] Consists of the post-closing adjustment of consideration and associated tax adjustments required as part of the merger transaction pursuant to Section 3.5 of the Business Combination Agreement. On July 6, 2021 additional Class A Common Stock and Common Units were issued with a value of $ 3.0 million in total pro rata to various parties who received consideration in February 2021 at the closing of the Business Combination in the form of shares of Class A Common Stock, Common Units and cash. Additional tax adjustments were required during fiscal year 2022. Represents the goodwill that was sold as part of the subsidiary disposition in February 2023. Represents the goodwill acquired in the BluJay Acquisition as of September 1, 2021 and subsequent purchase price adjustments. See Note 3, Business Combination and Acquisitions for additional information. Represents the goodwill acquired in the Logistyx Acquisition as of March 2, 2022 and subsequent purchase price adjustments. See Note 3, Business Combination and Acquisitions for additional information. |
Goodwill - Schedule of Change_2
Goodwill - Schedule of Changes In Goodwill (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 06, 2021 | Feb. 28, 2022 | |
Goodwill [Line Items] | ||
Additional shares issued as part of the post-closing adjustment of consideration | $ 730,854 | |
Class A Ordinary Shares | ||
Goodwill [Line Items] | ||
Additional shares issued as part of the post-closing adjustment of consideration | $ 3,000 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 04, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Cost | $ 1,244,357 | $ 1,196,449 | |
Definite-lived intangible assets, Accumulated Amortized | (303,233) | (125,057) | |
Definite-lived intangible assets, Net | 941,124 | 1,071,392 | |
Total intangible assets, Cost | 1,354,357 | 1,306,447 | |
Total intangible assets, Net | $ 1,051,124 | $ 1,181,390 | |
Client Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 20 years | 13 years 9 months 18 days | 13 years 7 months 6 days |
Definite-lived intangible assets, Cost | $ 500,975 | $ 476,584 | |
Definite-lived intangible assets, Accumulated Amortized | (118,520) | (45,467) | |
Definite-lived intangible assets, Net | $ 382,455 | $ 431,117 | |
Technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 8 years 6 months | 7 years 3 months 18 days | 7 years 3 months 18 days |
Definite-lived intangible assets, Cost | $ 688,739 | $ 666,160 | |
Definite-lived intangible assets, Accumulated Amortized | (170,178) | (72,414) | |
Definite-lived intangible assets, Net | $ 518,561 | $ 593,746 | |
Content Library | |||
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 10 years | 10 years | 10 years |
Definite-lived intangible assets, Cost | $ 50,000 | $ 50,000 | |
Definite-lived intangible assets, Accumulated Amortized | (10,372) | (5,372) | |
Definite-lived intangible assets, Net | $ 39,628 | $ 44,628 | |
Trade Names | |||
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 1 year | 1 year | |
Definite-lived intangible assets, Cost | $ 3,843 | $ 3,705 | |
Definite-lived intangible assets, Accumulated Amortized | $ (3,843) | (1,804) | |
Definite-lived intangible assets, Net | $ 1,901 | ||
Backlog | |||
Finite Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Weighted Average Useful Lives | 2 years 6 months | ||
Definite-lived intangible assets, Cost | $ 800 | ||
Definite-lived intangible assets, Accumulated Amortized | (320) | ||
Definite-lived intangible assets, Net | $ 480 | ||
Trademark / Trade name | |||
Finite Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | Indefinite | Indefinite | Indefinite |
Indefinite-lived intangible assets | $ 110,000 | $ 109,998 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets amortization expense | $ 5.3 | $ 50.2 | $ 181.3 | $ 120.2 |
Weighted-average remaining amortization period, definite-lived intangible assets | 8 years 8 months 12 days | |||
Client Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Decrease in intangible assets due to sale as part of subsidiary disposition | $ 0.7 | |||
Technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Decrease in intangible assets due to sale as part of subsidiary disposition | $ 1.6 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Amortization of Intangibles (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2024 | $ 178,388 | |
2025 | 147,433 | |
2026 | 116,478 | |
2027 | 116,478 | |
2028 | 92,281 | |
Thereafter | 290,066 | |
Definite-lived intangible assets, Net | $ 941,124 | $ 1,071,392 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 126,592 | $ 89,625 |
Software development costs | 35,631 | 20,881 |
Less accumulated depreciation and amortization | (54,116) | (23,688) |
Property and equipment, net | 72,476 | 65,937 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 52,296 | 33,228 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 26,430 | 22,940 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 3,032 | 3,509 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 9,203 | $ 9,067 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1.1 | $ 13.1 | $ 31.9 | $ 22.4 |
Amortization of capitalized software development costs | $ 0.1 | $ 0.8 | $ 5.6 | $ 3 |
Property and Equipment, Net- Sc
Property and Equipment, Net- Schedule of Property and Equipment, Net by Geographic Regions (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | $ 72,476 | $ 65,937 |
Americas | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | 60,154 | 58,441 |
Europe | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | 7,728 | 4,022 |
Asia Pacific | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | $ 4,594 | $ 3,474 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) | 12 Months Ended | |||
May 05, 2022 | Feb. 04, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Schedule of Investments [Line Items] | ||||
Payments made to acquire minority investment | $ 2,500,000 | $ 3,000,000 | $ 2,500,000 | |
Minority investment, required second investment amount | $ 2,500,000 | |||
Impairment charges | $ 0 | |||
Transaction fees | ||||
Schedule of Investments [Line Items] | ||||
Minority investment, required second investment amount | $ 500,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 40,365 | $ 63,101 |
Accrued severance and retention | 937 | 1,909 |
Trade accounts payable | 32,859 | 33,158 |
Accrued professional services | 3,346 | 5,440 |
Restructuring liability | 213 | 778 |
Interest payable | 5,324 | 2,398 |
Client deposits | 2,574 | 2,214 |
Other | 11,873 | 19,546 |
Total accounts payable and accrued liabilities | $ 97,491 | $ 128,544 |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 04, 2021 | |
Tax Receivable Agreement [Line Items] | |||
Tax savings rate | 85% | ||
Tax rate | 24.10% | ||
Business combination tax receivable agreement retain tax benefit remaining of cash saving | 15% | ||
Tax receivable agreement payable | $ 49,900 | $ 49,892 | |
Imputed interest rate | 7% | ||
Tax receivable agreement liability | $ 69,745 | $ 66,590 | |
Business combination discount rate for ASC 805 calculation | 9.70% | 8.20% | |
Change in tax receivable agreement liability | $ 2,900 | $ (200) | |
Tax receivable agreement tax rate | 24.20% | 24.10% | |
Adjustment to additional paid-in capital tax receivable liability | $ 300 | $ 16,300 | |
LIBOR | |||
Tax Receivable Agreement [Line Items] | |||
Basis points | 1% |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable Outstanding (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 1,078,692 | $ 979,210 |
Less unamortized debt issuance costs | (23,912) | (26,536) |
Total notes payable, net | 1,054,780 | 952,674 |
Less current portion | (11,144) | (89,097) |
Notes payable, less current portion, net | 1,043,636 | 863,577 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 1,078,692 | |
Notes Payable | Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 492 | 47 |
Notes Payable | 2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 1,078,200 | 899,163 |
Notes Payable | 2021 Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 80,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||
Apr. 06, 2022 | Feb. 04, 2021 | Feb. 28, 2021 | Feb. 28, 2021 | Jul. 31, 2020 | Jul. 31, 2019 | Nov. 30, 2018 | Nov. 30, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 29, 2020 | Apr. 30, 2022 | Sep. 30, 2021 | Feb. 28, 2020 | |
Debt Instrument [Line Items] | |||||||||||||||
Line of credit, maximum borrowing capacity | $ 155 | ||||||||||||||
Line of credit, sublimit | $ 15 | $ 15 | |||||||||||||
Line of credit facility, additional borrowing amount | $ 190 | ||||||||||||||
Line of credit, additional borrowings | $ 441 | ||||||||||||||
Interest and Debt Expense | 1.5 | $ 64.5 | $ 70.8 | $ 33.1 | |||||||||||
LIBOR | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 1% | ||||||||||||||
Term Loan Due 2024 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, maturity date and year | 2024-11 | ||||||||||||||
2021 Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit, maximum borrowing capacity | $ 525 | 525 | $ 1,078.2 | $ 899.2 | |||||||||||
Line of credit, frequency of payments | quarterly | ||||||||||||||
Line of credit, installments amount | $ 2.7 | $ 1.3 | $ 2.3 | ||||||||||||
Line of credit facility, mature date | Feb. 04, 2028 | ||||||||||||||
Line of credit, minimum additional borrowing amount | $ 2 | ||||||||||||||
Interest rate | 8.08% | 4% | |||||||||||||
Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, additional borrowing amount | $ 190 | $ 380 | |||||||||||||
2021 Term Loan and Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Minimum excess cash flow amounts for mandatory prepayments | 10 | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of commitment fee | 0.25% | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of commitment fee | 0.375% | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | LIBOR | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings description | one month interest period plus 1% | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | NYFRB Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 0.50% | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Base Rate | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 2.25% | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Base Rate | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 2.50% | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Eurodollar | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 3.25% | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Eurodollar | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 3.50% | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Base Rate | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 1.50% | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Base Rate | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 2% | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Eurodollar | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 2.50% | ||||||||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Eurodollar | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 3% | ||||||||||||||
Amber Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount outstanding | $ 36.6 | ||||||||||||||
Interest rate description | variable interest rate of prime less 1% | ||||||||||||||
Debt instrument, variable interest rate | 3.25% | ||||||||||||||
Debt instrument premium or penalties | $ 0 | ||||||||||||||
Term Loan and Revolving Credit Facility Due 2024 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit, maximum borrowing capacity | $ 400 | ||||||||||||||
Delayed draw term loans | 80 | ||||||||||||||
2021 Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit, maximum borrowing capacity | $ 75 | 75 | $ 30 | $ 0 | $ 80 | 155 | |||||||||
Line of credit, sublimit | $ 15 | $ 15 | $ 30 | ||||||||||||
Line of credit facility, mature date | Feb. 04, 2026 | ||||||||||||||
Interest rate | 5.25% | ||||||||||||||
Increase in interest rate | 0.75% | ||||||||||||||
Interest rate | 7.70% | ||||||||||||||
Line of credit, available borrowing capacity | $ 155 | $ 75 | |||||||||||||
2021 Revolving Credit Facility | LIBOR | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 5.75% | ||||||||||||||
2021 Revolving Credit Facility | Base Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate applicable to borrowings | 4.75% |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Principal Payment Obligations of Company's Notes Payable (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Debt Instrument [Line Items] | ||
2024 | $ 11,144 | |
2025 | 11,126 | |
2026 | 11,109 | |
2027 | 10,962 | |
2028 | 1,034,351 | |
Total minimum payments | 1,078,692 | $ 979,210 |
Less current portion | (11,144) | $ (89,097) |
Notes payable, less current portion | 1,067,548 | |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Total minimum payments | $ 1,078,692 |
Contingent Consideration - Addi
Contingent Consideration - Additional Information (Details) | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||||||
Jun. 08, 2021 $ / shares shares | Feb. 28, 2021 USD ($) | May 31, 2019 USD ($) | Jun. 08, 2021 | Feb. 28, 2023 USD ($) Tranche $ / shares shares | Feb. 28, 2022 USD ($) shares | Feb. 28, 2021 USD ($) | Feb. 04, 2021 USD ($) | |||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Contingent consideration liability | $ | $ 29,500,000 | $ 45,600,000 | $ 158,600,000 | |||||||
Contingent consideration liability remeasured loss | $ | 56,100,000 | |||||||||
Fair value remeasurements loss | $ | 13,700,000 | |||||||||
Fair value remeasurements gain | $ | $ 4,600,000 | |||||||||
Contingent consideration liability remeasured gain | $ | 29,200,000 | $ 16,000,000 | ||||||||
Contingent consideration liability number of tranche | Tranche | 2 | |||||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ / shares | $ 13.50 | |||||||||
(Gain) loss from fair value of contingent consideration | $ | (33,740,000) | $ (16,020,000) | $ 69,760,000 | |||||||
Averetek | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Business combination, consideration transferred | $ | $ 8,700,000 | |||||||||
Business combination deferred consideration transferred | $ | 1,100,000 | |||||||||
Business Combination, Contingent Consideration, Liability, Current | $ | 2,000,000 | |||||||||
(Gain) loss from fair value of contingent consideration | $ | $ 0 | |||||||||
Sponsor Side Letter Agreement | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Contingent consideration liability | $ | $ 21,400,000 | $ 26,000,000 | $ 21,400,000 | |||||||
RCUs | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Vesting period | 10 years | |||||||||
Series B-1 Common Stock | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Common stock, terms of conversion, description | Series B-1 common stock to automatically convert into Class A Common Stock on a one-to-one basis | Series B-1 common stock automatically converted into the Company's Class A common stock on a one-to-one basis | ||||||||
Conversion of stock, shares issued | [1] | (8,120,273) | ||||||||
Series B-1 common stock | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Common stock, shares outstanding | 8,120,367 | |||||||||
Common stock, terms of conversion, description | the Series B-1 common stock to automatically convert into the Company's Class A Common Stock on a one-to-one basis. | the Series B-1 common stock to automatically convert into Class A Common Stock on a one-to-one basis | ||||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ / shares | $ 13.50 | |||||||||
Conversion of stock, shares issued | 8,120,273 | |||||||||
Conversion of Stock Shares Waiting to be Converted | 94 | 94 | ||||||||
Series B-1 common stock | Sponsor Side Letter Agreement | CC Neuberger Principal Holdings I Sponsor LLC and Independent Directors | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Conversion of stock, shares issued | 2,500,000 | |||||||||
Series B-2 common stock | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Common stock, shares outstanding | 3,372,184 | 3,372,184 | ||||||||
Common stock, terms of conversion, description | The Series B-2 common stock automatically convert into the Company's Class A Common Stock on a one-to-one basis | |||||||||
Common stock conversion price | $ / shares | $ 15 | |||||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ / shares | $ 15 | |||||||||
Class A Common Stock | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Number of days volume-weighted average price | 5 days | 5 days | ||||||||
Common stock conversion price | $ / shares | $ 13.50 | $ 13.50 | ||||||||
Conversion of stock, shares issued | 8,120,273 | 8,120,273 | [1] | |||||||
Class A Common Stock | Sponsor Side Letter Agreement | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Number of days volume-weighted average price | 5 days | |||||||||
Common stock conversion price | $ / shares | $ 13.50 | |||||||||
Class B Common Stock | Sponsor Side Letter Agreement | CC Neuberger Principal Holdings I Sponsor LLC and Independent Directors | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | 2,500,000 | |||||||||
Class V common stock | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Conversion of stock, shares issued | [2] | 4,379,557 | ||||||||
Number Of Common StockSharesVesting | 4,379,557 | |||||||||
Par value of common stock shares vesting | $ / shares | $ 0.0001 | |||||||||
Series 1 RCUs | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Common stock, shares outstanding | 4,379,557 | |||||||||
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 | Series 1 RCUs automatically converted into Common Units of E2open Holdings | ||||||||
Number of days volume-weighted average price | 5 days | |||||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ / shares | $ 13.50 | |||||||||
Conversion of stock, shares issued | 4,379,557 | |||||||||
Number Of Common StockSharesVesting | 4,379,557 | |||||||||
Series 2 RCUs | ||||||||||
Business Acquisition Contingent Consideration [Line Items] | ||||||||||
Common stock, shares outstanding | 2,627,724 | 2,627,724 | ||||||||
Common stock conversion price | $ / shares | $ 15 | |||||||||
Share price per share shall be decreased if dividends paid to class A common stock | $ / shares | $ 15 | |||||||||
[1] As of June 8, 2021, the 5 -day VWAP of the Company's 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 Class A Common Stock on a one-to-one basis . See Note 15, Contingent Consideration for additional information. As of June 8, 2021, the 5-day VWAP of the Company's 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 15, Contingent Consideration for additional information. |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - Foreign Exchange Forward Contracts $ in Millions | 12 Months Ended |
Feb. 28, 2023 USD ($) | |
Derivative [Line Items] | |
Losses on forward foreign currency derivative instruments, net of tax | $ 0.7 |
Cash Flow Hedges | Minimum | |
Derivative [Line Items] | |
Derivative term of contract at inception | 1 month |
Cash Flow Hedges | Maximum | |
Derivative [Line Items] | |
Derivative term of contract at inception | 24 months |
Derivative term of contract | 18 months |
Financial Instruments - Condens
Financial Instruments - Condensed Consolidated Balance Sheets Location and Amount of Foreign Currency Forward Contract Fair Values (Details) - Foreign Currency Forward Contract $ in Thousands | Feb. 28, 2023 USD ($) |
Accounts Payable and Accrued Liabilities | |
Derivatives, Fair Value [Line Items] | |
Amount of derivative instrument fair values | $ (659) |
Other Noncurrent Liabilities | |
Derivatives, Fair Value [Line Items] | |
Amount of derivative instrument fair values | $ (197) |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Investments (Details) - Asset-backed Securities - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Marketable Securities [Line Items] | ||
Cost | $ 162 | $ 162 |
Gross Unrealized Gains | 35 | 46 |
Fair Value | $ 197 | $ 208 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 4 | |
Total investments | $ 197 | 208 |
Total assets | 197 | 212 |
Total liabilities | 113,195 | 162,975 |
Money Market | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4 | |
Asset-backed Securities | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 197 | 208 |
Forward Currency Contracts | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 856 | |
Cash-settled Restricted Stock Units | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 21 | |
Tax Receivable Agreement Liability | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 53,154 | 50,268 |
Warrant Liability | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 29,616 | 67,139 |
Contingent Consideration | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 29,548 | 45,568 |
Fair Value, Inputs, Level 1 | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4 | |
Total assets | 4 | |
Total liabilities | 16,941 | 27,324 |
Fair Value, Inputs, Level 1 | Money Market | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4 | |
Fair Value, Inputs, Level 1 | Cash-settled Restricted Stock Units | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 21 | |
Fair Value, Inputs, Level 1 | Warrant Liability | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 16,920 | 27,324 |
Fair Value, Inputs, Level 2 | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 197 | 208 |
Total assets | 197 | 208 |
Total liabilities | 856 | |
Fair Value, Inputs, Level 2 | Asset-backed Securities | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 197 | 208 |
Fair Value, Inputs, Level 2 | Forward Currency Contracts | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 856 | |
Fair Value, Inputs, Level 3 | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 95,398 | 135,651 |
Fair Value, Inputs, Level 3 | Tax Receivable Agreement Liability | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 53,154 | 50,268 |
Fair Value, Inputs, Level 3 | Warrant Liability | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 12,696 | 39,815 |
Fair Value, Inputs, Level 3 | Contingent Consideration | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 29,548 | $ 45,568 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Beginning and Ending Balances of Acquisition Related Accrued Earn-Outs Using Significant Unobservable Inputs (Level 3) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Gain (loss) from change in fair value of contingent consideration | $ (33,740) | $ (16,020) | $ 69,760 |
Fair Value, Inputs, Level 3 | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning of period | 45,568 | 152,808 | |
Conversion to Class A Common Stock | (175,000) | ||
Cash payments | (2,000) | ||
Gain (loss) from change in fair value of contingent consideration | (16,020) | 69,760 | |
End of period | $ 152,808 | $ 29,548 | $ 45,568 |
Fair Value Measurement - Reco_2
Fair Value Measurement - Reconciliation of Liability Measured at Fair Value (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | $ 45,568 | $ 152,808 |
End of period | 29,548 | 45,568 |
Tax Receivable Agreement Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | 50,268 | 50,114 |
Gain (loss) from fair value of tax receivable agreement liability and warrant liability | 2,886 | 154 |
End of period | 53,154 | 50,268 |
Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | 67,139 | 68,772 |
Gain (loss) from fair value of tax receivable agreement liability and warrant liability | (37,523) | (1,633) |
End of period | $ 29,616 | $ 67,139 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | 12 Months Ended |
Feb. 28, 2023 shares | |
Forward Purchase Warrants | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Redeemable warrants purchased | 5,000,000 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 04, 2021 | Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Disaggregation Of Revenue [Line Items] | |||||
Contract with customer asset | $ 25.5 | $ 14.6 | |||
Deferred revenue | 206.3 | 192.1 | |||
Deferred revenue, revenue recognized | 171.8 | ||||
Reduction in deferred revenues | $ 60.7 | 0 | 0.5 | ||
Prepaid Expenses and Other Current Assets and Other Noncurrent Assets | |||||
Disaggregation Of Revenue [Line Items] | |||||
Capitalized sales commissions | 16 | 12.2 | |||
Sales and Marketing Expense | |||||
Disaggregation Of Revenue [Line Items] | |||||
Amortization expense | $ 3.9 | 4.1 | 1.4 | ||
Revenue | |||||
Disaggregation Of Revenue [Line Items] | |||||
Reduction in deferred revenues | $ 0.5 | $ 53.6 | |||
Revenue | Geographic Concentration | United States | |||||
Disaggregation Of Revenue [Line Items] | |||||
Concentration risk percentage | 96% | 96% | 83% | 86% | |
Maximum | Sales and Marketing Expense | |||||
Disaggregation Of Revenue [Line Items] | |||||
Amortization expense | $ 0.1 |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 21,365 | $ 308,647 | $ 652,215 | $ 425,561 |
Americas | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 20,403 | 295,923 | 549,246 | 366,987 |
Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 463 | 6,226 | 81,062 | 43,430 |
Asia Pacific | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 499 | $ 6,498 | $ 21,907 | $ 15,144 |
Revenue - Additional Informat_2
Revenue - Additional Information1 (Details) - USD ($) $ in Millions | Feb. 28, 2023 | Feb. 28, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-03-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligation amount | $ 767.9 | |
Revenue remaining performance obligation expected period | 5 years | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-03-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligation amount | $ 779.6 | |
Revenue remaining performance obligation expected period | 5 years |
Severance and Exit Costs - Sche
Severance and Exit Costs - Schedule of Severance and Exit Costs Included in Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Restructuring and Related Activities [Abstract] | ||||
Severance | $ 10 | $ 1,971 | $ 3,124 | $ 6,924 |
Lease exits | 45 | 2,695 | 489 | 1,657 |
Total severance and exit costs | $ 55 | $ 4,666 | $ 3,613 | $ 8,581 |
Severance and Exit Costs - Addi
Severance and Exit Costs - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Aug. 31, 2023 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Restructuring Cost And Reserve [Line Items] | |||||
Severance expense | $ 10 | $ 1,971 | $ 3,124 | $ 6,924 | |
Restructuring Liability | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Accounts payable and accrued liabilities | 200 | 800 | |||
Restructuring Severance Liability | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Accounts payable and accrued liabilities | $ 900 | $ 1,900 | |||
Executive | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Severance expense | $ 800 |
Severance and Exit Costs - Sc_2
Severance and Exit Costs - Schedule of Changes in Severance and Exit Costs Accruals (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | ||
Restructuring and Related Activities [Abstract] | |||
Beginning of period | $ 2,687 | $ 1,988 | |
Payments | (6,225) | (7,302) | |
Impairment of right-of-use assets | (421) | (580) | |
Disposition | [1] | (162) | |
Expenses | 5,271 | 8,581 | |
End of period | $ 1,150 | $ 2,687 | |
[1] Represents the severance and retention accrual that was written off as part of the subsidiary disposition in February 2023. |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 29,079,872 | 29,079,872 | |
Warrant exercise price per share | $ 11.50 | $ 11.50 | |
Warrants expiration term | 5 years | 5 years | |
Warrant liability | $ 29,616,000 | $ 67,139,000 | |
Number of warrants exercised | 100 | ||
Exercise price of warrants exercised | $ 1,150 | ||
Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Gain from change in fair value of warrant liability | $ 23,187,000 | $ 37,523,000 | $ 1,633,000 |
Public Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants exercisable date | 2021-04 | ||
Private Placement | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 10,280,000 | 10,280,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 11 Months Ended | 12 Months Ended | |||||||
Jan. 19, 2023 shares | Feb. 03, 2021 USD ($) shares | Feb. 28, 2023 Vote $ / shares shares | Feb. 28, 2022 $ / shares shares | Jan. 20, 2022 USD ($) | Aug. 19, 2021 $ / shares shares | Feb. 28, 2021 shares | Feb. 29, 2020 shares | ||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | $ / shares | $ 1 | ||||||||
Proceeds from sale of membership unit | $ | $ 3,501 | ||||||||
Share repurchase program, authorized amount | $ | $ 100,000 | ||||||||
Number of shares repurchase during the period | 218,891 | 1,619,864 | |||||||
Class V Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares authorized | 40,000,000 | 42,747,890 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 32,992,007 | 33,560,839 | |||||||
Common stock, shares outstanding | 32,992,007 | 33,560,839 | |||||||
Common stock voting rights, description | These shares have no economic value but entitle the holder to one vote per share. | ||||||||
Common stock, terms of conversion, description | on a one-for-one basis to their Common Units which in essence allows each holder one vote per Common Unit. | ||||||||
Treasury shares | 9,755,883 | 9,187,051 | |||||||
Class A ordinary shares | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common shares, votes per share | Vote | 1 | ||||||||
Common stock, shares issued | 302,582,007 | 301,536,621 | |||||||
Common stock, shares outstanding | 349,600,000 | 302,405,353 | 301,359,967 | 187,051,142 | 349,000,000 | ||||
Number of shares repurchase during the period | 0 | 176,654 | [1] | ||||||
Class A-1 Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 7,200,000 | 6,100,000 | |||||||
[1] On July 13, 2021, the Company's 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 15, Contingent Consideration for additional details on the conversions. |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Details) - shares | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 19, 2023 | Jun. 08, 2021 | Nov. 30, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | Feb. 03, 2021 | Feb. 29, 2020 | |||
Class Of Stock [Line Items] | ||||||||||
Repurchase Shares | (218,891) | (1,619,864) | ||||||||
Class A Common Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares outstanding | 302,405,353 | 301,359,967 | 187,051,142 | 349,600,000 | 349,000,000 | |||||
Conversion of stock, shares issued | 8,120,273 | 8,120,273 | [1] | |||||||
Business Combination Post Close Adjustment Issuance | [2] | 133,322 | ||||||||
Conversion of Common Units | [3] | 349,941 | 4,939,463 | |||||||
Exercise of warrants | 100 | 100 | [4] | |||||||
Repurchase Shares | 0 | (176,654) | [5] | |||||||
Vesting of restricted awards, net of shares withheld for taxes | [6] | 695,445 | ||||||||
Class A Common Stock | BluJay TopCo Limited | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance of common stock for BluJay Acquisition | [7] | 72,383,299 | ||||||||
Issuance of common stock for BluJay Acquisition PIPE financing | [8] | 28,909,022 | ||||||||
Class V | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares outstanding | 32,992,007 | 33,560,839 | 35,636,680 | |||||||
Conversion of stock, shares issued | [9] | 4,379,557 | ||||||||
Business Combination Post Close Adjustment Issuance | [2] | 92,690 | ||||||||
Conversion of Common Units | (568,832) | (6,548,088) | [3] | |||||||
Series B-1 | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares outstanding | 94 | 94 | 8,120,367 | |||||||
Conversion of stock, shares issued | [1] | (8,120,273) | ||||||||
Series B-2 | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares outstanding | 3,372,184 | 3,372,184 | 3,372,184 | |||||||
[1] As of June 8, 2021, the 5 -day VWAP of the Company's 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 Class A Common Stock on a one-to-one basis . See Note 15, Contingent Consideration for additional information. On July 6, 2021, pursuant to Section 3.5 of the Business Combination Agreement, the Company 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. Class A Common Stock issued for the conversion of Common Units settled in stock. During the fiscal year ended February 28, 2023 , the Company paid $ 1.4 million in cash for the repurchase of 218,891 Common Units that were converted into cash instead of stock at the Company's option. During the fiscal year ended February 28, 2022 , the Company paid $ 16.8 million in cash for the repurchase of 1,619,864 Common Units that were converted into cash instead of stock. 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, 11,239 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. During November 2021, 100 warrants were exercised with a total exercise price of $ 1,150 and converted into Class A Common Stock. On July 13, 2021, the Company's 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 15, Contingent Consideration for additional details on the conversions. The Class A Common Stock withheld for taxes revert back to the 2021 Incentive Plan, as defined below, and are used for future grants. Equity consideration paid to the BluJay equity holders as part of the BluJay Acquisition. PIPE financing from institutional investors for the purchase of Class A Common Shares with the proceeds used for the BluJay Acquisition. As of June 8, 2021, the 5-day VWAP of the Company's 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 15, Contingent Consideration for additional information. |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Parenthetical) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jan. 19, 2023 | Aug. 18, 2021 | Jul. 13, 2021 | Jul. 06, 2021 | Jun. 08, 2021 | Nov. 30, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | ||
Class Of Stock [Line Items] | |||||||||
Additional shares issued as part of the post-closing adjustment of consideration | $ 730,854,000 | ||||||||
Payment in cash for repurchase of stock | $ 2,473,000 | ||||||||
Repurchase of common units | 218,891 | 1,619,864 | |||||||
Stock converted and retired during period, shares | 11,239 | ||||||||
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 | $ 2,500,000 | ||||||||
Exercise price of warrants exercised | $ 1,150 | ||||||||
Class A Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of days volume-weighted average price | 5 days | 5 days | |||||||
Common stock conversion price | $ 13.50 | $ 13.50 | |||||||
Additional shares issued as part of the post-closing adjustment of consideration | $ 3,000,000 | ||||||||
Repurchase of common units | 0 | 176,654 | [1] | ||||||
Exercise of warrants | 100 | 100 | [2] | ||||||
Exercise price of warrants exercised | $ 1,150 | ||||||||
Class V Common Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, terms of conversion, description | on a one-for-one basis to their Common Units which in essence allows each holder one vote per Common Unit. | ||||||||
Series B-1 | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock, terms of conversion, description | Series B-1 common stock to automatically convert into Class A Common Stock on a one-to-one basis | Series B-1 common stock automatically converted into the Company's Class A common stock on a one-to-one basis | |||||||
Series 1 RCUs | |||||||||
Class Of Stock [Line Items] | |||||||||
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 | Series 1 RCUs automatically converted into Common Units of E2open Holdings | |||||||
Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Payment in cash for repurchase of stock | $ 1,400,000 | $ 16,800,000 | |||||||
[1] On July 13, 2021, the Company's 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 15, Contingent Consideration for additional details on the conversions. During November 2021, 100 warrants were exercised with a total exercise price of $ 1,150 and converted into Class A Common Stock. |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) - USD ($) | 12 Months Ended | |||||||
Jun. 08, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | Jul. 06, 2021 | Feb. 28, 2021 | Feb. 04, 2021 | |||
Minority Interest [Line Items] | ||||||||
Number of common units settled in cash | 218,891 | 1,619,864 | ||||||
Cash payment for redemption of Common Units | $ 1,400,000 | $ 16,800,000 | ||||||
Common units , issued | 103,929 | |||||||
Decrease to noncontrolling interests | $ 3,900,000 | $ 71,700,000 | ||||||
Redeemable noncontrolling interest of common units | $ 0 | |||||||
Class A Ordinary Shares | ||||||||
Minority Interest [Line Items] | ||||||||
Conversion of stock, shares issued | 8,120,273 | 8,120,273 | [1] | |||||
Common Stock Series 1 RSUs | ||||||||
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 | 9.80% | 10% | 16% | |||||
Noncontrolling interest number of common units held by participants | 33,000,000 | 33,600,000 | ||||||
E2open Holdings, LLC | Class A Ordinary Shares | ||||||||
Minority Interest [Line Items] | ||||||||
Conversion of stock, shares issued | 1 | |||||||
E2open Holdings, LLC | Class A Ordinary Shares | Convertible Common Stock | ||||||||
Minority Interest [Line Items] | ||||||||
Conversion of stock, shares issued | 349,941 | 4,939,463 | ||||||
E2open Holdings, LLC | Class V Common Stock | ||||||||
Minority Interest [Line Items] | ||||||||
Conversion of stock, shares issued | 1 | |||||||
E2open Holdings, LLC | Common Stock | Class A Ordinary Shares | ||||||||
Minority Interest [Line Items] | ||||||||
Conversion of stock, amount issued | $ 2,500,000 | $ 55,000,000 | ||||||
[1] As of June 8, 2021, the 5 -day VWAP of the Company's 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 Class A Common Stock on a one-to-one basis . See Note 15, Contingent Consideration for additional information. As of June 8, 2021, the 5-day VWAP of the Company's 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 15, Contingent Consideration for additional information. |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) - Accumulated Other Comprehensive Income (Loss) in Equity Section of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Begining Balance | $ (19,019) | $ 2,388 | |||
Other comprehensive loss | (57,162) | (33,392) | |||
Tax effects | 7,578 | 11,985 | |||
Total other comprehensive income (loss), net | $ 2,388 | $ 2,388 | $ (10) | (49,584) | (21,407) |
Ending Balance | 2,388 | 2,388 | (68,603) | (19,019) | |
Foreign Currency Translation Adjustment | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Begining Balance | (19,019) | 2,388 | |||
Other comprehensive loss | (56,306) | (33,392) | |||
Tax effects | 7,578 | 11,985 | |||
Total other comprehensive income (loss), net | (48,728) | (21,407) | |||
Ending Balance | $ 2,388 | $ 2,388 | (67,747) | $ (19,019) | |
Unrealized Holding Gains (Losses) on Derivatives | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Other comprehensive loss | (856) | ||||
Total other comprehensive income (loss), net | (856) | ||||
Ending Balance | $ (856) |
Other Comprehensive Income (L_4
Other Comprehensive Income (Loss) - Reclassifications Out of Unrealized Holding Losses on Derivatives Into Net Income (Loss) (Details) - Unrealized Holding Losses on Derivatives $ in Thousands | 12 Months Ended |
Feb. 28, 2023 USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Losses on cash flows hedges, net of tax | $ 475 |
Cost of Revenue | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Losses on cash flows hedges, net of tax | 201 |
Research and Development | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Losses on cash flows hedges, net of tax | 177 |
Sales and Marketing | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Losses on cash flows hedges, net of tax | 7 |
General and Administrative | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Losses on cash flows hedges, net of tax | $ 90 |
Other Comprehensive Income (L_5
Other Comprehensive Income (Loss) - Additional Information (Details) | 12 Months Ended |
Feb. 28, 2023 USD ($) | |
General and Administrative | |
Statement of Other Comprehensive Income [Abstract] | |
Foreign currency translation adjustment | $ 400 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Basic and Diluted Per Share Computations for Net (Loss) Income (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Numerator - basic: | |||||
Net (loss) income | $ 12,857 | $ 12,857 | $ (47,930) | $ (720,202) | $ (189,914) |
Less: Net (loss) income attributable to noncontrolling interests | 2,057 | (71,499) | (24,138) | ||
Net (loss) income attributable to E2open Parent Holdings, Inc. | 10,800 | (648,703) | (165,776) | ||
Numerator - diluted: | |||||
Net (loss) income attributable to E2open Parent Holdings, Inc. - basic | 10,800 | (648,703) | (165,776) | ||
Add: Net (loss) income and tax effect attributable to noncontrolling interests | 1,561 | ||||
Net (loss) income attributable to E2open Parent Holdings, Inc. - diluted | $ 12,361 | $ (648,703) | $ (165,776) | ||
Denominator - basic: | |||||
Weighted average shares outstanding - basic | 187,051 | 301,946 | 245,454 | ||
Net (loss) income per share - basic | $ 0.06 | $ (2.15) | $ (0.68) | ||
Denominator - diluted: | |||||
Weighted average shares outstanding - basic | 187,051 | 301,946 | 245,454 | ||
Weighted average effect of dilutive securities: | |||||
Weighted average shares outstanding - diluted | 222,688 | 301,946 | 245,454 | ||
Diluted net (loss) income per common share | $ 0.06 | $ (2.15) | $ (0.68) | ||
Time-Based Units | |||||
Weighted average effect of dilutive securities: | |||||
Time based restricted stock | 35,637 |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Weighted Average Potential Common Shares Excluded from Diluted (Loss) Income Per Common Shares (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 47,579,804 | 76,958,294 | 74,589,812 | |
Series B-1 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 8,120,367 | 94 | 68 | |
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 | 3,372,184 | |
Restricted Common Units Series 1 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 4,379,557 | |||
Restricted Common Units Series 2 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 2,627,724 | 2,627,724 | 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 | 29,079,872 | 29,079,944 |
Common Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 33,279,284 | 35,724,516 | ||
Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 3,612,372 | 2,349,839 | ||
Performance Based Restricted Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 2,049,335 | 742,838 | ||
Time Based Restricted Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 2,937,429 | 692,699 | ||
[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 ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||
May 31, 2022 | Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | Mar. 01, 2022 | Feb. 29, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Share-based compensation | $ 33,000,000 | $ 7,277,000 | $ 17,561,000 | $ 10,639,000 | |||
Deferred compensation expense | 0 | $ 800,000 | |||||
Performance Based Restricted Stock Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Number of shares, vested or expected to vest | 1,171,221 | ||||||
Total intrinsic value of vested or expected to vest shares | $ 35,100,000 | ||||||
Restricted Equity Plan | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Nonvested award, cost not yet recognized, period for recognition | 1 year | ||||||
Share-based compensation | $ 0 | ||||||
Aggregate fair value of units vested | 5,200,000 | ||||||
Unrecognized compensation expense | 5,400,000 | ||||||
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 shares, vested or expected to vest | 4,489,758 | ||||||
RSUs | Cash-Settled Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Number of unvested shares | 24,984 | ||||||
Total intrinsic value of unvested units | $ 200,000 | ||||||
Performance Based Options | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Options outstanding | 4,259,741 | ||||||
Senior Management | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Organic growth target | 1 year | 1 year | |||||
Performance target percentage | 100% | ||||||
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 | 1 year | |||||
Performance target percentage | 100% | ||||||
Vesting period | 3 years | ||||||
Non-Employee Directors | Time-Based Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Vesting period | 1 year | ||||||
Chief Financial Officer | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Stock awards accelerated vesting term | As previously disclosed in the Form 10-K for the fiscal year ended February 28, 2022, in Item 9B., Other Information, the former Chief Financial Officer entered into a Transition Agreement in which all of his outstanding stock awards accelerated vesting to August 31, 2022. Additionally, the exercise period for his options was extended from 90 days to one year with exercises permitted through August 31, 2023. | ||||||
Unit Options | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Stock converted into cash | 16,100,000 | 26,200,000 | |||||
Series B-1 and B-2 Common Stock | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Unit-based compensation | 4,700,000 | ||||||
Class B Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Stock converted into cash | $ 25,900,000 | $ 24,200,000 | |||||
Minimum | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Performance target percentage | 100% | ||||||
Minimum | RSUs | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Performance target percentage | 100% | ||||||
Maximum | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Performance target percentage | 100% | ||||||
Maximum | RSUs | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Performance target percentage | 100% | ||||||
2021 Incentive Plan | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Options available for grant | 3,275,000 | 2,583,000 | |||||
Options outstanding | 0 | 4,833,000 | 2,524,000 | ||||
Unrecognized compensation cost | $ 5,700,000 | ||||||
Weighted-average contractual life of options outstanding | 8 years 6 months | 9 years | |||||
Intrinsic value of outstanding stock option awards | $ 0 | ||||||
Intrinsic value of exercisable stock option awards | $ 0 | ||||||
2021 Incentive Plan | RSUs | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Number of unvested shares | 0 | 6,475,000 | 2,103,000 | ||||
Unrecognized compensation cost | $ 35,900,000 | ||||||
Intrinsic value of outstanding | $ 40,100,000 | ||||||
2021 Incentive Plan | RSUs | Cash-Settled Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Number of unvested shares | 25,000 | ||||||
Unrecognized compensation cost | $ 100,000 | ||||||
Intrinsic value of outstanding | $ 200,000 | ||||||
2021 Incentive Plan | Class A ordinary shares | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Common stock reserved for issuance | 15,000,000 | ||||||
Shares available for grant | 7,821,045 | ||||||
2015 Plan | Restricted Equity Plan | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Number of unvested shares | 5,432,000 | 8,955,000 | |||||
Number of shares authorized to issue | 32,000,000 | ||||||
Accelerated compensation cost | $ 15,400,000 | ||||||
Outstanding restricted units | 22,000,000 | ||||||
Shares available for grant | 0 | ||||||
2015 Plan | Restricted Equity Plan | Time-Based Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Vesting period | 4 years | ||||||
2015 Plan | Unit Options | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Options available for grant | 0 | ||||||
Number of shares authorized to issue | 46,000,000 | ||||||
Options outstanding | 19,900,000 | ||||||
Unrecognized compensation cost | $ 2,400,000 | ||||||
Nonvested award, cost not yet recognized, period for recognition | 1 year 1 month 6 days | ||||||
Weighted-average contractual life of options outstanding | 6 years 8 months 12 days | ||||||
Weighted-average contractual life of options exercisable | 6 years 4 months 24 days | ||||||
Share-based compensation | $ 0 | ||||||
Accelerated compensation cost | $ 12,800,000 | ||||||
Shares available for grant | 2,700,000 | ||||||
2015 Plan | Unit Options | Time-Based Units | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Vesting period | 4 years | ||||||
2021 Evergreen Incentive Plan | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Common stock reserved for issuance | 4,849,684 |
Share-Based and Unit-Based Co_4
Share-Based and Unit-Based Compensation - Summary of Activity under the 2021 Incentive Plan Related to Options (Details) - 2021 Incentive Plan - $ / shares shares in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Shares, Beginning balance | 2,524 | 0 |
Number of Shares, Granted | 3,275 | 2,583 |
Number of Shares, Forfeited/Expired | (966) | (59) |
Number of Shares, Ending balance | 4,833 | 2,524 |
Number of Shares, Vested and exercisable | 573 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted Average Exercise Price Per Share, Beginning balance | $ 9.83 | $ 0 |
Weighted Average Exercise Price Per Share, Granted | 7.76 | 9.86 |
Weighted Average Exercise Price Per Share, Forfeited/Expired | 9.85 | 10.86 |
Weighted Average Exercise Price Per Share, Ending balance | 8.42 | $ 9.83 |
Weighted Average Exercise Price Per Share, Vested and exercisable | $ 9.82 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Term (in years) | 8 years 6 months | 9 years |
Weighted Average Remaining Contractual Term (in years), Vested and exercisable | 4 years 10 months 24 days |
Share-Based and Unit-Based Co_5
Share-Based and Unit-Based Compensation - Schedule of Activity under the 2021 Incentive Plan Related to RSUs (Details) - RSUs - $ / shares | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Cash-Settled Units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Number of Shares, Ending balance | 24,984 | |
2021 Incentive Plan | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Number of Shares, Beginning balance | 2,103,000 | 0 |
Number of Shares, Granted | 5,730,000 | 2,523,000 |
Number of Shares, Added by performance factor | 300,000 | |
Number of Shares, Released | (903,000) | |
Number of Shares, Forfeited | (755,000) | (420,000) |
Number of Shares, Ending balance | 6,475,000 | 2,103,000 |
Number of Shares, Awards not vested, Beginning balance | $ 12.47 | $ 0 |
Weighted Average Market Value Per Share, Granted | 7.43 | 12.53 |
Weighted Average Market Value Per Share, Added by performance factor | 12.87 | |
Weighted Average Market Value Per Share, Released | 12.01 | |
Weighted Average Market Value Per Share, Forfeited | 9.49 | 12.84 |
Weighted Average Market Value Per Share, Ending balance | $ 8.44 | $ 12.47 |
Weighted Average Remaining Contractual Term (in years) | 2 years 4 months 24 days | 2 years 8 months 12 days |
2021 Incentive Plan | Cash-Settled Units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Number of Shares, Granted | 25,000 | |
Number of Shares, Ending balance | 25,000 | |
Weighted Average Market Value Per Share, Granted | $ 6.07 | |
Weighted Average Market Value Per Share, Ending balance | $ 6.07 | |
Weighted Average Remaining Contractual Term (in years) | 2 years 7 months 6 days |
Share-Based and Unit-Based Co_6
Share-Based and Unit-Based Compensation - Summary of Estimated Grant-Date Fair Values Assumptions (Details) | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected term (in years) | 6 years 3 months | 6 years 3 months |
Expected equity price volatility | 44.17% | |
Expected equity price volatility, minimum | 46.39% | |
Expected equity price volatility, maximum | 46.65% | |
Risk-free interest rate | 2.91% | |
Risk-free interest rate, minimum | 0.96% | |
Risk-free interest rate, maximum | 1.12% | |
Expected dividend yield | 0% | 0% |
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 | 11 Months Ended | 12 Months Ended |
Feb. 03, 2021 | Feb. 29, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Shares, Beginning balance | 22,001 | |
Number of Units, Exercised | (1,425) | |
Number of Shares, Forfeited/Expired | (721) | |
Number of Shares, Ending balance | 19,855 | 22,001 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted Average Exercise Price Per Share, Beginning balance | $ 1.51 | |
Weighted Average Exercise Price Per Unit, Exercised | 1.45 | |
Weighted Average Exercise Price Per Share, Forfeited/Expired | 1.65 | |
Weighted Average Exercise Price Per Share, Ending balance | $ 1.51 | $ 1.51 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Term (in years) | 1 year 1 month 6 days | 1 year 10 months 24 days |
Share-Based and Unit-Based Co_8
Share-Based and Unit-Based Compensation - Schedule of Restricted Equity Plan (Details) - 2015 Plan - Restricted Equity Plan - $ / shares shares in Thousands | 11 Months Ended | 12 Months Ended |
Feb. 03, 2021 | Feb. 29, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Number of Shares, Beginning balance | 8,955 | |
Number of Units, Released | (3,523) | |
Number of Shares, Ending balance | 5,432 | 8,955 |
Weighted Average Grant Date Fair Value Per Unit, Beginning balance | $ 1.40 | |
Weighted Average Grant Date Fair Value Per Unit, Released | 1.48 | |
Weighted Average Grant Date Fair Value Per Unit, Ending balance | $ 1.35 | $ 1.40 |
Weighted Average Remaining Term (in years) | 3 months 18 days | 1 year 6 months |
Share-Based and Unit-Based Co_9
Share-Based and Unit-Based Compensation - Schedule of Functional Classification in the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | $ 33,000 | $ 7,277 | $ 17,561 | $ 10,639 |
Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 3,248 | 396 | 1,466 | 1,093 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 5,224 | 499 | 3,084 | 1,766 |
Sales and Marketing Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 5,134 | 659 | 3,298 | 1,566 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | $ 19,394 | $ 5,723 | $ 9,713 | $ 6,214 |
Leases - Additional Information
Leases - Additional Information (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | 13 Months Ended | ||
Feb. 28, 2021 USD ($) | Feb. 28, 2021 USD ($) | Feb. 03, 2021 USD ($) | Feb. 28, 2023 USD ($) Sublease | Feb. 28, 2022 USD ($) | Feb. 28, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Right-of-use (ROU) operating asset | $ 22,400,000 | $ 22,400,000 | $ 18,758,000 | $ 28,102,000 | $ 28,102,000 | |
Lease liabilities | 23,000,000 | 23,000,000 | $ 23,001,000 | |||
Change to retained earnings | 0 | |||||
Number of Subleases | Sublease | 4 | |||||
Office lease, impairment loss | $ 600 | $ 4,100,000 | ||||
Operating lease expiration date | 2030-06 | |||||
Operating lease, existence of option to extend | true | |||||
Lease deposit | $ 4,700,000 | 3,600,000 | 3,600,000 | |||
Short-term lease expense | $ 0 | $ 0 | $ 0 | |||
Financing lease expiration date | 2025-12 | |||||
Rent expense recognized under ASC Topic 840 | $ 7,200,000 | $ 600,000 | ||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease extended term | 5 years | |||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease extended term | 2 years | |||||
Vehicles [Member] | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease expiration date | 2027-01 |
Leases - Classifications of Est
Leases - Classifications of Estimated ROU Assets, Net and Lease Liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 |
Lease, Cost [Abstract] | |||
Right-of-use (ROU) operating asset | $ 18,758 | $ 28,102 | $ 22,400 |
Finance lease right-of-use asset | $ 3,358 | $ 3,719 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net | |
Total right-of-use assets | $ 22,116 | $ 31,821 | |
Operating lease liability - current | 7,622 | 7,652 | |
Operating lease liability | 15,379 | 21,202 | |
Finance lease liability - current | 2,582 | 2,307 | |
Finance lease liability | 1,049 | 1,950 | |
Total lease liabilities | $ 26,632 | $ 33,111 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Finance lease cost: | ||
Amortization of right-of-use asset | $ 2,253 | $ 2,959 |
Interest on lease liability | 212 | 569 |
Finance lease cost | 2,465 | 3,528 |
Operating lease cost: | ||
Operating lease cost | 7,348 | 4,692 |
Variable lease cost | 4,837 | 5,495 |
Sublease income | (552) | (725) |
Operating net lease cost | 11,633 | 9,462 |
Total net lease cost | $ 14,098 | $ 12,990 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 9,674 | $ 8,366 |
Leases - Weighted-average Remai
Leases - Weighted-average Remaining Lease Terms and Discount Rates of Leases (Details) | Feb. 28, 2023 | Feb. 28, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years): Finance lease | 1 year 5 months 15 days | 1 year 4 months 9 days |
Weighted-average remaining lease term (in years): Operating lease | 3 years 7 months 17 days | 6 years 11 months 4 days |
Weighted-average discount rate: Finance lease | 8.03% | 9.20% |
Weighted-average discount rate: Operating lease | 5.45% | 4.86% |
Leases - Undiscounted Future Ca
Leases - Undiscounted Future Cash Flows Utilized in Calculation of Lease Liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2021 |
Operating Leases | ||
2024 | $ 8,701 | |
2025 | 6,754 | |
2026 | 4,382 | |
2027 | 3,012 | |
2028 | 1,407 | |
Thereafter | 1,092 | |
Total | 25,348 | |
Less: Present value discount | (2,347) | |
Lease liabilities | 23,001 | $ 23,000 |
Finance Leases | ||
2024 | 2,724 | |
2025 | 610 | |
2026 | 508 | |
Total | 3,842 | |
Less: Present value discount | (211) | |
Lease liabilities | $ 3,631 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Expense related to defined contribution plan | $ 200,000 | $ 2,300,000 | $ 4,700,000 | $ 3,700,000 |
401 (k) Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer matching contribution, percent of match on employee first percent of contribution | 50% | |||
Employer matching contribution, percent of employee first contribution | 6% | |||
Employer matching contributions | $ 2,200,000 | $ 0 | $ 3,500,000 | $ 2,400,000 |
Income Taxes - Components of (L
Income Taxes - Components of (Loss) Income Before Income Tax Provision (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Domestic | $ 5,284 | $ (62,012) | $ (925,809) | $ (187,458) |
Foreign | 6,961 | 7,401 | (44,769) | (32,506) |
(Loss) income before income tax provision | $ 12,245 | $ (54,611) | $ (970,578) | $ (219,964) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax benefit (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Current: | ||||
Federal | $ (376) | $ (273) | $ (765) | $ (1,142) |
State | (62) | (170) | (2,450) | (545) |
Foreign | (578) | (1,214) | (5,835) | (4,007) |
Total current | (1,016) | (1,657) | (9,050) | (5,694) |
Deferred: | ||||
Federal | 1,382 | (1,258) | 209,618 | 30,135 |
State | 303 | 10,117 | 40,137 | 998 |
Foreign | (57) | (521) | 9,671 | 4,611 |
Total deferred | 1,628 | 8,338 | 259,426 | 35,744 |
Total income tax benefit | $ 612 | $ 6,681 | $ 250,376 | $ 30,050 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Provision Differs from US Federal Income Tax (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | ||||
U.S. federal tax (expense) benefit at statutory rate | $ (2,572) | $ 11,461 | $ 203,823 | $ 46,192 |
State tax, net of federal benefit | 835 | 14,915 | 30,322 | 376 |
Foreign rate differential | (346) | (216) | 19 | (410) |
Effect of foreign operations | (139) | (481) | (2,396) | (1,761) |
Tax credit carryforwards | 16 | 119 | 1,126 | 382 |
Earnings taxed at affiliate | (783) | (9,494) | ||
Global intangible low-taxes income inclusion | (126) | (1,708) | (19) | |
Nonqualified stock options | 270 | 1,662 | 59 | |
Change in fair value of contingent consideration | 6,526 | 3,146 | (13,573) | |
Change in fair value of warrant liability | 4,869 | 7,880 | 343 | |
Net impact of noncontrolling interest and non-partnership operations on partnership outside basis | 1,381 | (8,711) | 3,653 | |
Compensation deducted for book in post-acquisition period and deducted for tax in pre-acquisition period | (6,091) | |||
Nondeductible compensation | (1,586) | |||
Uncertain tax positions | (5) | (387) | (6) | 355 |
Other | 200 | (39) | 706 | (514) |
Change in valuation allowance | (3,423) | (7,489) | 14,391 | (5,033) |
Total income tax benefit | $ 612 | $ 6,681 | $ 250,376 | $ 30,050 |
Income Taxes -Temporary Differe
Income Taxes -Temporary Differences of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 85,184 | $ 106,897 |
Tax credits | 4,735 | 4,362 |
Property and equipment | 937 | 154 |
Disallowed interest carryforward | 35,364 | 31,796 |
Deferred commissions | 6,845 | 2,953 |
Lease liability | 4,918 | 4,705 |
Other deferred tax asset | 8,936 | 8,065 |
Accruals and reserves | 2,978 | 4,812 |
Deferred revenue | 799 | 485 |
Total deferred tax assets | 150,696 | 164,229 |
Deferred tax liabilities: | ||
Intangibles | 123,094 | 157,074 |
Investment in partnership | 128,566 | 354,557 |
Other deferred tax liability | 4,206 | 7,738 |
Total deferred tax liabilities | 255,866 | 519,369 |
Valuation allowance | (37,978) | (56,617) |
Net deferred tax liabilities | $ (143,148) | $ (411,757) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Income Tax Disclosure [Line Items] | ||||
Deferred tax benefit | $ (1,628) | $ (8,338) | $ (259,426) | $ (35,744) |
Increases (decrease) to deferred tax liability through goodwill | (263,500) | |||
Reduction in the deferred tax liability through goodwill | (268,600) | |||
Increase (decrease) in valuation allowance | (18,600) | (18,600) | ||
Net operating loss carryforward indefinitely | 279,200 | |||
Losses on net operating loss carryforward indefinitely | 123,000 | |||
Gross unrecognized tax benefits | 2,600 | 2,600 | ||
Unrecognized tax benefits, net | 400 | |||
Unrecognized tax benefits, gross interest and penalties accrued | 100 | 100 | ||
BluJay Acquisition | ||||
Income Tax Disclosure [Line Items] | ||||
Increases (decrease) to deferred tax liability through goodwill | 104,300 | |||
Decrease to deferred tax liability through equity | (52,600) | |||
Research and Development Credits | ||||
Income Tax Disclosure [Line Items] | ||||
Tax credits | 7,100 | |||
Foreign Tax Credits | ||||
Income Tax Disclosure [Line Items] | ||||
Tax credits | 1,500 | |||
Federal | ||||
Income Tax Disclosure [Line Items] | ||||
Net operating loss carryforwards | $ 402,700 | |||
Tax credit carryforwards expiration beginning year | 2028 | |||
NOL expire amount | $ 118,000 | |||
Federal | Research and Development Credits | ||||
Income Tax Disclosure [Line Items] | ||||
Net operating loss carryforwards | 7,100 | |||
NOL expire amount | 3,300 | |||
State | ||||
Income Tax Disclosure [Line Items] | ||||
Net operating loss carryforwards | 178,000 | |||
Foreign | ||||
Income Tax Disclosure [Line Items] | ||||
Net operating loss carryforwards | $ 74,500 | |||
Operating loss carryforwards expiration beginning year | 2024 | |||
United Kingdom | ||||
Income Tax Disclosure [Line Items] | ||||
Increase (decrease) in valuation allowance | $ 4,500 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | ||
Beginning of period | $ 2,571 | $ 2,688 |
Prior year tax positions | 0 | (117) |
End of period | $ 2,571 | $ 2,571 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | 13 Months Ended | |
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2022 | |
Other Commitments [Line Items] | |||||
Deferred compensation expense | $ 0 | $ 800,000 | |||
Amber Road | |||||
Other Commitments [Line Items] | |||||
Deferred compensation expense | $ 800,000 | $ 200,000 | $ 700,000 | $ 0 | |
Accrued expense | $ 200,000 | $ 500,000 | $ 500,000 | ||
Amber Road | Maximum | |||||
Other Commitments [Line Items] | |||||
Vesting period | 4 years |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information and Non-cash Investing and Financing activities (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | ||
Supplemental Cash Flow Information [Abstract] | |||||
Interest | $ 1,695 | $ 61,728 | $ 62,151 | $ 27,688 | |
Income taxes | (39) | 1,660 | 10,587 | 2,442 | |
Non-cash investing and financing activities: | |||||
Capital expenditures financed under financing lease obligations | 11,802 | 1,662 | |||
Capital expenditures included in accounts payable and accrued liabilities | $ 1,199 | 273 | 2,733 | 11,887 | |
Right-of-use assets obtained in exchange for operating lease obligations | 2,023 | 34,733 | |||
Retirement of fully depreciated assets | [1] | 419 | |||
Prepaid software, maintenance and insurance under notes payable | $ 892 | ||||
Shares withheld for taxes on vesting of restricted stock | 1,610 | ||||
Conversion of Common Units to Class A Common Stock | $ 2,481 | 54,950 | |||
Conversion of Series B1 common stock to Class A Common Stock | 175,000 | ||||
Business Combination purchase price adjustment | 2,965 | ||||
Issuance of common stock for BluJay Acquisition | 730,854 | ||||
Deferred taxes related to issuance of common stock for BluJay Acquisition | $ 36,805 | ||||
[1] Includes the retirement of fully depreciated assets no longer in service based on a periodic review. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions | Apr. 06, 2023 | Mar. 31, 2023 | Mar. 24, 2023 | Mar. 17, 2023 |
Zero-cost Interest Rate Collars | ||||
Subsequent Event [Line Items] | ||||
Notional amount of derivative | $ 200 | |||
Cap interest rate | 4.75% | |||
Maturity date of derivative zero cost interest rate collars | Mar. 31, 2026 | |||
Floor interest rate | 2.57% | |||
Initiation date of derivative zero cost interest rate collars | Mar. 17, 2023 | |||
Additional Interet Rate Collars | ||||
Subsequent Event [Line Items] | ||||
Notional amount of derivative | $ 100 | |||
Cap interest rate | 4.50% | |||
Maturity date of derivative additional interest rate collars | Mar. 31, 2026 | |||
Floor interest rate | 2.56% | |||
Initiation date of derivative additional interest rate collars | Mar. 24, 2023 |
Schedule II - Valuation And Q_2
Schedule II - Valuation And Qualifying Accounts (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | ||
Allowance for Credit Losses | |||||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||||
Balance | $ 1,011 | $ 1,945 | $ 3,055 | $ 908 | |
Additions Charged to Operations | 152 | 1,535 | 2,185 | 1,906 | |
Acquired through Acquisitions | 267 | 1,779 | |||
Additions Charged to Goodwill | 11 | ||||
Net Deductions | [1] | 255 | 2,469 | 1,217 | 1,549 |
Balance | 908 | 1,011 | 4,290 | 3,055 | |
Deferred Tax Asset Valuation Allowance | |||||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||||
Balance | 30,345 | 22,855 | 56,617 | 27,030 | |
Additions Charged to Operations | 3,581 | 13,063 | 3,770 | 17,394 | |
Additions Charged to Goodwill | (257) | 13,671 | |||
Net Deductions | [2] | 6,896 | 5,573 | 22,152 | 1,478 |
Balance | $ 27,030 | $ 30,345 | $ 37,978 | $ 56,617 | |
[1] Represents write-offs of accounts receivable, net of recoveries. Represents current year releases credited to expense and current year reductions due to decreases in net deferred tax assets. |