Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2023 | Jan. 05, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | E2open Parent Holdings, Inc. | |
Entity Central Index Key | 0001800347 | |
Entity File Number | 001-39272 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1874570 | |
Entity Address, Address Line One | 9600 Great Hills Trail | |
Entity Address, Address Line Two | Suite 300E | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78759 | |
City Area Code | 866 | |
Local Phone Number | 432-6736 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 305,999,321 | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ETWO | |
Security Exchange Name | NYSE | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Class A Common Stock at an exercise price of $11.50 | |
Trading Symbol | ETWO-WT | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Nov. 30, 2023 | Feb. 28, 2023 |
Assets | ||
Cash and cash equivalents | $ 110,279 | $ 93,032 |
Restricted cash | 19,659 | 11,310 |
Accounts receivable, net | 127,330 | 174,809 |
Prepaid expenses and other current assets | 30,483 | 25,200 |
Total current assets | 287,751 | 304,351 |
Goodwill | 1,846,263 | 2,927,807 |
Intangible assets, net | 886,315 | 1,051,124 |
Property and equipment, net | 70,024 | 72,476 |
Operating lease right-of-use assets | 21,580 | 18,758 |
Other noncurrent assets | 28,559 | 25,659 |
Total assets | 3,140,492 | 4,400,175 |
Liabilities and Stockholders' Equity | ||
Accounts payable and accrued liabilities | 83,196 | 97,491 |
Channel client deposits payable | 19,659 | 11,310 |
Deferred revenue | 176,253 | 203,824 |
Current portion of notes payable | 11,122 | 11,144 |
Current portion of operating lease obligations | 7,317 | 7,622 |
Current portion of financing lease obligations | 1,120 | 2,582 |
Income taxes payable | 1,721 | 2,190 |
Total current liabilities | 300,388 | 336,163 |
Long-term deferred revenue | 2,833 | 2,507 |
Operating lease obligations | 17,959 | 15,379 |
Financing lease obligations | 3,188 | 1,049 |
Notes payable | 1,038,908 | 1,043,636 |
Tax receivable agreement liability | 59,663 | 69,745 |
Warrant liability | 10,830 | 29,616 |
Contingent consideration | 14,188 | 29,548 |
Deferred taxes | 66,038 | 144,529 |
Other noncurrent liabilities | 721 | 1,083 |
Total liabilities | 1,514,716 | 1,673,255 |
Commitments and Contingencies (Note 26) | ||
Stockholders' Equity | ||
Additional paid-in capital | 3,395,158 | 3,378,633 |
Accumulated other comprehensive loss | (45,892) | (68,603) |
Accumulated deficit | (1,831,502) | (803,679) |
Treasury stock, at cost: 176,654 shares as of November 30, 2023 and February 28, 2023 | (2,473) | (2,473) |
Total E2open Parent Holdings, Inc. equity | 1,515,321 | 2,503,908 |
Noncontrolling interest | 110,455 | 223,012 |
Total stockholders' equity | 1,625,776 | 2,726,920 |
Total liabilities and stockholders' equity | 3,140,492 | 4,400,175 |
Class A ordinary shares | ||
Stockholders' Equity | ||
Common stock | 30 | 30 |
Class V common stock | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Series B-1 common stock | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Series B-2 common stock | ||
Stockholders' Equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2023 | Feb. 28, 2023 |
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 | 304,564,709 | 302,582,007 |
Common stock, shares outstanding | 304,388,055 | 302,405,353 |
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 | 32,722,920 | 32,992,007 |
Common stock, shares outstanding | 32,722,920 | 32,992,007 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Revenue | ||||
Total revenue | $ 157,497,000 | $ 164,893,000 | $ 476,105,000 | $ 485,950,000 |
Cost of Revenue | ||||
Amortization of acquired intangible assets | 24,590,000 | 24,402,000 | 73,918,000 | 73,869,000 |
Total cost of revenue | 78,921,000 | 80,750,000 | 238,945,000 | 242,682,000 |
Gross Profit | 78,576,000 | 84,143,000 | 237,160,000 | 243,268,000 |
Operating Expenses | ||||
Research and development | 24,937,000 | 24,939,000 | 75,748,000 | 73,088,000 |
Sales and marketing | 22,583,000 | 20,448,000 | 63,692,000 | 67,348,000 |
General and administrative | 24,739,000 | 23,073,000 | 85,414,000 | 66,774,000 |
Acquisition-related expenses | 9,000 | 1,969,000 | 416,000 | 14,313,000 |
Amortization of acquired intangible assets | 20,014,000 | 19,965,000 | 60,135,000 | 62,523,000 |
Goodwill impairment | 687,700,000 | 0 | 1,097,741,000 | 514,816,000 |
Intangible asset impairment | 30,000,000 | 0 | 34,000,000 | 0 |
Total operating expenses | 809,982,000 | 90,394,000 | 1,417,146,000 | 798,862,000 |
Loss from operations | (731,406,000) | (6,251,000) | (1,179,986,000) | (555,594,000) |
Other income (expense) | ||||
Interest and other expense, net | (24,643,000) | (21,270,000) | (75,886,000) | (54,732,000) |
Gain from change in tax receivable agreement liability | 2,888,000 | 2,697,000 | 8,355,000 | 9,089,000 |
Gain from change in fair value of contingent consideration | 5,100,000 | 6,300,000 | 15,360,000 | 17,760,000 |
Total other (expense) income | (14,038,000) | 3,877,000 | (33,385,000) | 8,881,000 |
Loss before income tax provision | (745,444,000) | (2,374,000) | (1,213,371,000) | (546,713,000) |
Income tax benefit | 5,413,000 | 7,877,000 | 73,827,000 | 130,010,000 |
Net (loss) income | (740,031,000) | 5,503,000 | (1,139,544,000) | (416,703,000) |
Less: Net (loss) income attributable to noncontrolling interests | (72,475,000) | 698,000 | (111,721,000) | (41,464,000) |
Net (loss) income attributable to E2open Parent Holdings, Inc | $ (667,556,000) | $ 4,805,000 | $ (1,027,823,000) | $ (375,239,000) |
Weighted average common shares outstanding: | ||||
Basic | 303,848 | 302,201 | 303,188 | 301,822 |
Diluted | 303,848 | 302,359 | 303,188 | 301,822 |
Net (loss) income attributable to E2open Parent Holdings, Inc. common shareholders per share: | ||||
Basic | $ (2.2) | $ 0.02 | $ (3.39) | $ (1.24) |
Diluted | $ (2.2) | $ 0.02 | $ (3.39) | $ (1.24) |
Warrants | ||||
Other income (expense) | ||||
Gain from change in fair value of warrant liability | $ 2,617,000 | $ 16,150,000 | $ 18,786,000 | $ 36,764,000 |
Subscriptions | ||||
Revenue | ||||
Total revenue | 132,800,000 | 134,884,000 | 402,437,000 | 396,052,000 |
Cost of Revenue | ||||
Cost of Revenue | 36,689,000 | 35,931,000 | 110,013,000 | 105,367,000 |
Professional Services and Other | ||||
Revenue | ||||
Total revenue | 24,697,000 | 30,009,000 | 73,668,000 | 89,898,000 |
Cost of Revenue | ||||
Cost of Revenue | $ 17,642,000 | $ 20,417,000 | $ 55,014,000 | $ 63,446,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Net (loss) income | $ (740,031) | $ 5,503 | $ (1,139,544) | $ (416,703) |
Other comprehensive income (loss), net: | ||||
Net foreign currency translation income (loss), net of tax of ($5,395) and $10,275 as of November 30, 2022 | 1,339 | 14,369 | 20,271 | (58,086) |
Total other comprehensive income (loss), net | 307 | 13,949 | 22,711 | (58,713) |
Comprehensive (loss) income | (739,724) | 19,452 | (1,116,833) | (475,416) |
Less: Comprehensive (loss) income attributable to noncontrolling interest | (72,449) | 2,112 | (109,494) | (47,306) |
Comprehensive (loss) income attributable to E2open Parent Holdings, Inc. | (667,275) | 17,340 | (1,007,339) | (428,110) |
Foreign Exchange Forward Contracts | ||||
Other comprehensive income (loss), net: | ||||
Net deferred (losses) gains | (4) | $ (420) | 729 | $ (627) |
Interest Rate Collar Agreements | ||||
Other comprehensive income (loss), net: | ||||
Net deferred (losses) gains | $ (1,028) | $ 1,711 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Nov. 30, 2022 | Nov. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation income (loss), tax | $ (5,395) | $ 10,275 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Treasury Stock | Parent | Noncontrolling Interest |
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 | 3,188 | 3,188 | 3,188 | |||||
Conversion of Common Units to Common Stock | 195 | 195 | (195) | |||||
Vesting of restricted stock awards, net of shares withheld for taxes | (1,330) | (1,330) | (1,330) | |||||
Other comprehensive income (loss) | (30,700) | (30,700) | (30,700) | |||||
Net Income (loss) | (12,621) | (11,356) | (11,356) | (1,265) | ||||
Balance at May. 31, 2022 | 3,442,708 | 31 | 3,364,272 | (49,719) | (166,332) | (2,473) | 3,145,779 | 296,929 |
Balance at Feb. 28, 2022 | 3,484,171 | 31 | 3,362,219 | (19,019) | (154,976) | (2,473) | 3,185,782 | 298,389 |
Other comprehensive income (loss) | (58,713) | |||||||
Net Income (loss) | (416,703) | |||||||
Balance at Nov. 30, 2022 | 3,017,717 | 30 | 3,374,388 | (77,732) | (530,215) | (2,473) | 2,763,998 | 253,719 |
Balance at May. 31, 2022 | 3,442,708 | 31 | 3,364,272 | (49,719) | (166,332) | (2,473) | 3,145,779 | 296,929 |
Share-based compensation | 5,154 | 5,154 | 5,154 | |||||
Conversion of Common Units to Common Stock | (1,397) | 989 | 989 | (2,386) | ||||
Vesting of restricted stock awards, net of shares withheld for taxes | 76 | 76 | 76 | |||||
Impact of Common Unit conversions on Tax Receivable Agreement, net of tax | (176) | (176) | (176) | |||||
Other comprehensive income (loss) | (41,962) | (41,962) | (41,962) | |||||
Net Income (loss) | (409,585) | (368,688) | (368,688) | (40,897) | ||||
Balance at Aug. 31, 2022 | 2,994,818 | 31 | 3,370,315 | (91,681) | (535,020) | (2,473) | 2,741,172 | 253,646 |
Share-based compensation | 4,797 | 4,797 | 4,797 | |||||
Conversion of Common Units to Common Stock | 625 | 625 | (625) | |||||
Vesting of restricted stock awards, net of shares withheld for taxes | (340) | (1) | (339) | (340) | ||||
Impact of Common Unit conversions on Tax Receivable Agreement, net of tax | (1,010) | (1,010) | (1,010) | |||||
Other comprehensive income (loss) | 13,949 | 13,949 | 13,949 | |||||
Net Income (loss) | 5,503 | 4,805 | 4,805 | 698 | ||||
Balance at Nov. 30, 2022 | 3,017,717 | 30 | 3,374,388 | (77,732) | (530,215) | (2,473) | 2,763,998 | 253,719 |
Balance at Feb. 28, 2023 | 2,726,920 | 30 | 3,378,633 | (68,603) | (803,679) | (2,473) | 2,503,908 | 223,012 |
Share-based compensation | 4,441 | 4,441 | 4,441 | |||||
Vesting of restricted stock awards, net of shares withheld for taxes | (1,830) | (1,830) | (1,830) | |||||
Other comprehensive income (loss) | 8,170 | 8,170 | 8,170 | |||||
Net Income (loss) | (360,884) | (325,395) | (325,395) | (35,489) | ||||
Balance at May. 31, 2023 | 2,376,817 | 30 | 3,381,244 | (60,433) | (1,129,074) | (2,473) | 2,189,294 | 187,523 |
Balance at Feb. 28, 2023 | 2,726,920 | 30 | 3,378,633 | (68,603) | (803,679) | (2,473) | 2,503,908 | 223,012 |
Other comprehensive income (loss) | 22,711 | |||||||
Net Income (loss) | (1,139,544) | |||||||
Balance at Nov. 30, 2023 | 1,625,776 | 30 | 3,395,158 | (45,892) | (1,831,502) | (2,473) | 1,515,321 | 110,455 |
Balance at May. 31, 2023 | 2,376,817 | 30 | 3,381,244 | (60,433) | (1,129,074) | (2,473) | 2,189,294 | 187,523 |
Share-based compensation | 7,426 | 7,426 | 7,426 | |||||
Vesting of restricted stock awards, net of shares withheld for taxes | (100) | (100) | (100) | |||||
Other comprehensive income (loss) | 14,234 | 14,234 | 14,234 | |||||
Net Income (loss) | (38,629) | (34,872) | (34,872) | (3,757) | ||||
Balance at Aug. 31, 2023 | 2,359,748 | 30 | 3,388,570 | (46,199) | (1,163,946) | (2,473) | 2,175,982 | 183,766 |
Share-based compensation | 6,845 | 6,845 | 6,845 | |||||
Conversion of Common Units to Common Stock | 836 | 836 | (836) | |||||
Vesting of restricted stock awards, net of shares withheld for taxes | (1,129) | (1,129) | (1,129) | |||||
Impact of Common Unit conversions on Tax Receivable Agreement, net of tax | 36 | 36 | 36 | |||||
Other comprehensive income (loss) | 307 | 307 | 307 | |||||
Net Income (loss) | (740,031) | (667,556) | (667,556) | (72,475) | ||||
Balance at Nov. 30, 2023 | $ 1,625,776 | $ 30 | $ 3,395,158 | $ (45,892) | $ (1,831,502) | $ (2,473) | $ 1,515,321 | $ 110,455 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 28, 2022 | Nov. 30, 2023 | May 31, 2023 | Nov. 30, 2022 | May 31, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | |
Cash flows from operating activities | ||||||||
Net (loss) income | $ (740,031,000) | $ (360,884,000) | $ 5,503,000 | $ (12,621,000) | $ (1,139,544,000) | $ (416,703,000) | ||
Adjustments to reconcile net loss to net cash from operating activities: | ||||||||
Depreciation and amortization | 160,758,000 | 159,831,000 | ||||||
Amortization of deferred commissions | 4,452,000 | 2,878,000 | ||||||
Provision for credit losses | 2,657,000 | 315,000 | ||||||
Amortization of debt issuance costs | 3,961,000 | 3,783,000 | ||||||
Amortization of operating lease right-of-use assets | 5,454,000 | 5,813,000 | ||||||
Share-based compensation | 18,728,000 | 13,139,000 | ||||||
Deferred income taxes | (79,791,000) | (143,012,000) | ||||||
Right-of-use assets impairment charge | 619,000 | 4,137,000 | ||||||
Goodwill impairment charge | 687,700,000 | 0 | 1,097,741,000 | 514,816,000 | $ 901,566,000 | |||
Indefinite-lived intangible asset impairment charge | 30,000,000 | 0 | 34,000,000 | 0 | ||||
Gain from change in tax receivable agreement liability | (8,355,000) | (9,089,000) | ||||||
Gain from change in fair value of contingent consideration | (5,100,000) | (6,300,000) | (15,360,000) | (17,760,000) | ||||
Gain on operating lease termination | (187,000) | |||||||
(Gain) loss on disposal of property and equipment | (16,000) | 537,000 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 44,822,000 | 10,876,000 | ||||||
Prepaid expenses and other current assets | (3,972,000) | 4,311,000 | ||||||
Other noncurrent assets | (7,351,000) | (4,094,000) | ||||||
Accounts payable and accrued liabilities | (16,712,000) | (12,946,000) | ||||||
Channel client deposits payable | 8,349,000 | (5,943,000) | ||||||
Deferred revenue | (27,244,000) | (26,899,000) | ||||||
Changes in other liabilities | (7,568,000) | (4,075,000) | ||||||
Net cash provided by operating activities | 56,655,000 | 43,151,000 | ||||||
Cash flows from investing activities | ||||||||
Payments for acquisitions - net of cash acquired | (179,243,000) | |||||||
Capital expenditures | (22,301,000) | (40,473,000) | ||||||
Minority investment in private firm | $ (2,500,000) | (3,000,000) | ||||||
Net cash used in investing activities | (22,301,000) | (222,716,000) | ||||||
Cash flows from financing activities | ||||||||
Proceeds from indebtedness | 215,000,000 | |||||||
Repayments of indebtedness | (8,366,000) | (103,174,000) | ||||||
Repayments of financing lease obligations | (2,432,000) | (2,312,000) | ||||||
Repurchase of common stock | (1,397,000) | |||||||
Payments of debt issuance costs | (4,766,000) | |||||||
Net cash (used in) provided by financing activities | (10,798,000) | 103,351,000 | ||||||
Effect of exchange rate changes on cash and cash equivalents | 2,040,000 | 478,000 | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 25,596,000 | (75,736,000) | ||||||
Cash, cash equivalents and restricted cash at beginning of period | $ 104,342,000 | $ 174,554,000 | 104,342,000 | 174,554,000 | 174,554,000 | |||
Cash, cash equivalents and restricted cash at end of period | 174,554,000 | 129,938,000 | 98,818,000 | 129,938,000 | 98,818,000 | 104,342,000 | ||
Reconciliation of cash, cash equivalents and restricted cash: | ||||||||
Cash and cash equivalents | 110,279,000 | 85,688,000 | 110,279,000 | 85,688,000 | 93,032,000 | |||
Restricted cash | 19,659,000 | 13,130,000 | 19,659,000 | 13,130,000 | ||||
Total cash, cash equivalents and restricted cash | $ 174,554,000 | 129,938,000 | 98,818,000 | 129,938,000 | 98,818,000 | $ 104,342,000 | ||
Warrants | ||||||||
Adjustments to reconcile net loss to net cash from operating activities: | ||||||||
Gain from change in fair value of warrant liability | $ (2,617,000) | $ (16,150,000) | $ (18,786,000) | $ (36,764,000) |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Nov. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization and Description of Business CC Neuberger Principal Holdings I (CCNB1) was a blank check company incorporated in the Cayman Islands on January 14, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. 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. 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 condensed consolidated financial statements. We are headquartered in Austin, Texas. We are a leading connected supply chain software platform that enables the largest companies to transform the way they make, move and sell goods and services. With the broadest cloud-native global platform purpose-built for the modern supply chains, we connect manufacturing, logistics, channel and distributing partners as one multi-enterprise network. Our SaaS platform anticipates disruptions and opportunities to help companies improve efficiency, reduce waste and operate sustainably. Basis of Presentation These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. 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 unaudited operating results for interim periods reported are not necessarily indicative of the results for the entire fiscal year. For further information, refer to the consolidated financial statements and notes thereto included in our 2023 Form 10-K. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported results of operations during the reporting period. Such management estimates include allowance for credit losses, 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, tax receivable agreement liability, warrants, contingent consideration and the accounting for business combinations. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management's estimates. Seasonality Our quarterly operating results have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control, including seasonality in our business as a result of client budget cycles and customary European vacation schedules, with higher sales typically in the third and fourth fiscal quarters. As a result, our past results may not be indicative of our future performance and comparing our operating results on a period-to-period basis may not be meaningful. |
Accounting Standards
Accounting Standards | 9 Months Ended |
Nov. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Standards | 2. Accounting Standards Recently Adopted Accounting Guidance In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting to simplify the accounting for contract modifications made to replace LIBOR or other reference rates that are expected to be discontinued because of the reference rate reform. The guidance provides optional expedients 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 our 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. We have transitioned our debt instruments from LIBOR to SOFR and our Tax Receivable Agreement liability from LIBOR plus 100 basis points to SOFR plus the applicable spread for the quarter. The change in interest rates on our debt and Tax Receivable Agreement liability did not have a material effect on our financial position or results of operations. Recent Accounting Guidance Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for our fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2023-07 on our disclosures. In December 2023, the FASB issued 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated statements and related disclosures. |
Acquisitions
Acquisitions | 9 Months Ended |
Nov. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Logistyx Acquisition On March 2, 2022, E2open, LLC, our subsidiary, acquired all of the issued and outstanding membership interests of Logistyx for a purchase price of $ 185 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 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. An additional payment of $ 1.1 million for working capital was made to Logistyx on December 5, 2022. The Logistyx Acquisition was accounted for as a business combination under ASC 805, Business Combinations. 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. The final purchase price allocation was as follows: ($ in thousands) Final Purchase Price Allocation 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 (1) 123,746 Non-current assets 619 Accounts payable ( 5,897 ) Current liabilities ( 3,931 ) Deferred revenue (2) ( 10,747 ) Non-current liabilities ( 158 ) Total assets acquired and liabilities assumed $ 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. 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. We incu rred $ 4.1 million of expenses directly related to the Logistyx Acquisition through February 28, 2023 which are included in acquisition-related expenses 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, we paid $ 0.5 million in acquisition-related advisory fees and other expenses related to the Logistyx Acquisition on behalf of Logistyx, which were accounted for as part of the purchase price consideration. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Nov. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | 4. Accounts Receivable Accounts receivable, net consisted of the following: ($ in thousands) November 30, 2023 February 28, 2023 Accounts receivable $ 110,510 $ 153,618 Unbilled receivables 23,138 25,481 Less: Allowance for credit losses ( 6,318 ) ( 4,290 ) Accounts receivable, net $ 127,330 $ 174,809 Unbilled receivables represent revenue recognized for performance obligations that have been satisfied but for which amounts have not been billed, which we also refer to as contract assets. Account balances are written off against the allowance for credit losses when we believe 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, 2022 $ ( 3,055 ) Logistyx Acquisition ( 267 ) Additions ( 2,185 ) Write-offs 1,217 Balance, February 28, 2023 ( 4,290 ) Additions ( 4,276 ) Write-offs 2,248 Balance, November 30, 2023 $ ( 6,318 ) |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 9 Months Ended |
Nov. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | 5. Prepaid and Other Current Assets Prepaid expenses and other current assets consisted of the following: ($ in thousands) November 30, 2023 February 28, 2023 Prepaid software and hardware license and maintenance fees $ 9,576 $ 9,103 Income and other taxes receivable 4,647 4,618 Prepaid insurance 1,800 1,337 Deferred commissions 6,498 4,771 Prepaid marketing 1,022 1,037 Security deposits 1,109 2,377 Other prepaid expenses and other current assets 5,831 1,957 Total prepaid expenses and other current assets $ 30,483 $ 25,200 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 | 9 Months Ended |
Nov. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 6. Goodwill We test 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 reporting unit below its carrying value between annual impairment tests. As we have only one reporting unit, any goodwill impairment assessment is performed at the Company level. During the first quarter of fiscal 2024, third quarter of fiscal 2024 and the second quarter of fiscal 2023, the market price of our Class A Common Stock and market capitalization declined significantly. These declines resulted in us determining that triggering events occurred and interim goodwill impairment assessments were 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 our 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, weighted average cost of capital, normalized working capital level, capital expenditures assumptions, profitability projections, 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 estimate of projected net sales and net operating income margins. During the first and third quarters of fiscal 2024, we lowered our projections for net sales and net operating margins due to lower than anticipated new bookings, lower variable delivery fees, higher than expected churn and macroeconomic impacts primarily in the technology, freight and transportation sectors. 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 the interim assessments. Therefore, during the three months ended November 30, 2023, we recognized a goodwill impairment charge o f $ 687.7 mill ion. We did no t recognize a goodwill impairment charge during the three months ended November 30, 2022. We recognized a goodwill impairment charge of $ 1,097.7 milli on and $ 514.8 million during the nine months ended November 30, 2023 and 2022, respectively. The following table presents the changes in goodwill: ($ in thousands) Amount Balance, February 28, 2022 $ 3,756,871 BluJay Acquisition adjustment (1) ( 5,455 ) Logistyx Acquisition (2) 123,746 Impairment charge ( 901,566 ) Disposition (3) ( 1,306 ) Currency translation adjustment ( 44,483 ) Balance, February 28, 2023 2,927,807 Impairment charge ( 1,097,741 ) Currency translation adjustment 16,197 Balance, November 30, 2023 $ 1,846,263 (1) Represents the goodwill acquired in the BluJay Acquisition as of September 1, 2021 and subsequent purchase price adjustments. (2) Represents the goodwill acquired in the Logistyx Acquisition as of March 2, 2022 and subsequent purchase price adjustments. See Note 3, Acquisitions for additional information. (3) Represents the goodwill that was sold as part of the subsidiary disposition in February 2023. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Nov. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 7. Intangible Assets, Net We test our indefinite-lived intangible asset for impairment on an annual basis or whenever events or changes occur that would more-likely-than not reduce the fair value of the indefinite-lived intangible asset below its carrying value between annual impairment tests. As we have only one reporting unit, any indefinite-lived intangible asset assessment is performed at the Company level. During the first and third quarters of fiscal 2024, the market price of our Class A Common Stock and market capitalization declined significantly. This decline resulted in us determining that a triggering event occurred and an interim indefinite-lived intangible asset impairment assessment was performed. During the first and third quarters of fiscal 2024, we lowered our projections for net sales and net operating margins due to lower than anticipated new bookings, lower variable delivery fees, higher than expected churn and macroeconomic impacts primarily in the technology, freight and transportation sectors. The fair value of the indefinite-lived intangible asset was calculated using the relief from royalty payments method which is based on management's estimates of projected net sales and terminal growth rates, taking into consideration market and industry conditions. The royalty rate used was based on royalty rates of companies with similar characteristics to E2open. 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 net sales. The interim assessment indicated that the fair value of E2open's indefinite-lived intangible asset was less than its carrying amount; therefore, in the three and nine months ended November 30, 2023, we recognized an impairment charge of $ 30.0 million and $ 34.0 million to i ntangible assets, net, respectively, for the indefinite-lived trademark / trade name. We did no t record an indefinite-lived intangible asset impairment charge for the three and nine months ended November 30, 2022. Intangible assets, net consisted of the following: November 30, 2023 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 76,000 $ — $ 76,000 Definite-lived: Client relationships 13.7 503,157 ( 175,617 ) 327,540 Technology 7.3 692,142 ( 245,485 ) 446,657 Content library 10.0 50,000 ( 14,122 ) 35,878 Trade name 1.0 3,993 ( 3,993 ) — Backlog 2.5 800 ( 560 ) 240 Total definite-lived 1,250,092 ( 439,777 ) 810,315 Total intangible assets $ 1,326,092 $ ( 439,777 ) $ 886,315 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 The e2open trade name is indefinite-lived. Acquired trade names are definite-lived as over time we rebrand acquired products and services as e2open. Amortization of intangible assets is recorded in cost of revenue and operating expenses in the Condensed Consolidated Statements of Operations. We recorded amortization expense related to intangible assets of $ 44.6 million and $ 44.4 million for the three months ended November 30, 2023 and 2022 , respectively. We recorded amortization expense related to intangible assets of $ 134.1 million and $ 136.4 million for the nine months ended November 30, 2023 and 2022, respectively. Future amortization of intangible assets is as follows as of November 30, 2023: ($ in thousands) Amount December 2023 - February 2024 $ 44,857 2025 148,332 2026 117,238 2027 117,238 2028 92,306 Thereafter 290,344 Total future amortization $ 810,315 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Nov. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment, net consisted of the following: ($ in thousands) November 30, 2023 February 28, 2023 Computer equipment $ 61,961 $ 52,296 Software 27,054 26,430 Software development costs 49,236 35,631 Furniture and fixtures 3,262 3,032 Leasehold improvements 9,313 9,203 Gross property and equipment 150,826 126,592 Less accumulated depreciation and amortization ( 80,802 ) ( 54,116 ) Property and equipment, net $ 70,024 $ 72,476 Computer equipment and software include assets held under financing leases. Amortization of assets held under financing leases is included in depreciation expense. See Note 24, Leases for additional information regarding our financing leases. Depreciation expense was $ 9.0 million and $ 8.1 million for the three months ended November 30, 2023 and 2022 , respectively. Depreciation expense was $ 26.7 million and $ 23.4 million for the nine months ended November 30, 2023 and 2022, respectively. We recognized $ 2.4 million and $ 1.4 million of amortized capitalized software development costs for the three months ended November 30, 2023 and 2022 , respectively, and $ 6.7 million and $ 3.6 million for the nine months ended November 30, 2023 and 2022 , respectively. |
Investments
Investments | 9 Months Ended |
Nov. 30, 2023 | |
Schedule of Investments [Abstract] | |
Investments | 9. Investments In February and May 2022, we made minority investments of $ 2.5 million each in a private firm focused on supply chain financing for a total investment of $ 5.0 million. We incurred $ 0.5 million of transaction fees related to this investment in May 2022. This minority investment does not have a readily determinable fair value; therefore, we elected the measurement alternative for our 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 Condensed Consolidated Balance Sheets. We regularly evaluate the carrying value of our investment for impairment and whether any events or circumstances have been 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, we will record an impairment charge in other income (expense) in the Condensed Consolidated Statements of Operations. We have no t recorded any impairment charges related to this minority investment. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Nov. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 10. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: ($ in thousands) November 30, 2023 February 28, 2023 Accrued compensation $ 31,589 $ 40,365 Accrued severance and retention 1,071 937 Trade accounts payable 29,719 32,859 Accrued litigation 1,690 400 Accrued professional services 3,897 3,346 Restructuring liability 146 213 Interest payable — 5,324 Client deposits 2,630 2,574 Tax receivable agreement liability 1,691 — Other 10,763 11,473 Total accounts payable and accrued liabilities $ 83,196 $ 97,491 |
Tax Receivable Agreement
Tax Receivable Agreement | 9 Months Ended |
Nov. 30, 2023 | |
Tax Receivable Agreement [Abstract] | |
Tax Receivable Agreement | 11. Tax Receivable Agreement E2open Holdings entered into a Tax Receivable Agreement with certain selling equity holders of E2open Holdings that requires us 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. We 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 expire unless E2open Holdings exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement or certain other accelerated 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 estimate of 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 we are 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 interest rate of 7 % based on our 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 w ill 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 we expect the cash tax savings we will realize from the utilization of the related tax benefits will exceed the amount of any required payments. Pursuant to ASC 805, Business Combinations, and relevant tax law, we 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, is 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 Condensed Consolidated Statements of Operations in the perio d in which the event occurred. Interest accrued on the Tax Receivable Agreement liability at a rate of LIBOR plus 100 basis points through June 30, 2023. As of July 1, 2023, interest accrues at SOFR plus the applicable spread for the quarter. In addition, under ASC 450, Contingencies, transactions with partnership unit holders after the acquisition date result in additional Tax Receivable Agreement liabilities that are recorded on a gross undiscounted basis. These transactions, such as a conversion of Common Units to Class A Common Stock, result in a change in the Tax Receivable Agreement liability and a charge to equity. The Tax Receivable Agreement liability was $ 61.4 millio n and $ 69.7 million as of November 30, 2023 and February 28, 2023, respectively, which represents the current and long-term portion of the liability. The determination of current and long-term is based on management's estimate of taxable income for the fiscal year and the determination that a Tax Receivable Agreement payment is due and payable within the next twelve months. To the extent the estimate differs from actual results, a reclass may be required for portions of the Tax Receivable Agreement liability between current and long-term. The tax rate used in the calculation was 24.2 % as of November 30, 2023 and February 28, 2023 . The discount rate used for the ASC 805 calculation was 10.0 % and 9.7 % as of November 30, 2023 and February 28, 2023, respectively, based on the cost of debt plus an incremental premium. During the three months ended November 30, 2023 and 2022, a gain of $ 2.9 million and $ 2.7 million, respectively, was recorded as a change in the tax receivable agreement liability related to the ASC 805 discounted liability. During the nine months ended November 30, 2023 and 2022 , a gain of $ 8.4 million and a gain of $ 9.1 million, respectively, was recorded as a change in the tax receivable agreement liability related to the ASC 805 discounted liab ility. During the nine months ended November 30, 2023 and 2022, the Tax Receivable Agreement liability under ASC 450 increased by a negligible amou nt and $ 0.7 million, respectively, related to exchanges of Common Units for Class A Common Stock with a corresponding charge to equity. No payments have been made to any Tax Receivable Agreement holders of E2open Holdings as of November 30, 2023 . |
Notes Payable
Notes Payable | 9 Months Ended |
Nov. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 12. Notes Payable Notes payable outstanding were as follows: ($ in thousands) November 30, 2023 February 28, 2023 2021 Term Loan $ 1,069,978 $ 1,078,200 Other notes payable 347 492 Total notes payable 1,070,325 1,078,692 Less unamortized debt issuance costs ( 20,295 ) ( 23,912 ) Total notes payable, net 1,050,030 1,054,780 Less current portion ( 11,122 ) ( 11,144 ) Notes payable, less current portion, net $ 1,038,908 $ 1,043,636 2021 Term Loan and Revolving Credit Facility In February 2021, E2open, LLC, our subsidiary, 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. In 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 mill ion 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 payments 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. Beginning July 1, 2023, the Eurocurrency Rate ceased to be applicable and was replaced by the SOFR Rate. The adjusted SOFR Rate shall be the SOFR Rate plus 0.11448 % for a one-month interest rate loan, 0.26161 % for a three-month interest rate loan and 0.42826 % for a six-month interest rate loan. The Applicable Rate for SOFR Rate term loans shall range from 3.25 % to 3.50 % and revolving loans shall range from 2.50 % to 3.00 % based on the first lien leverage ratio. We can also borrow using a SONIA Rate. The Applicable Rate for SONIA Rate revolving loans shall range from 2.50 % to 3.00 %. The Credit Agreement is guaranteed by E2open Intermediate, LLC, our subsidiary, and certain wholly owned subsidiaries of E2open, LLC, as guarantors, and is supported by a security interest in substantially all of the guarantors' personal property and assets. The Credit Agreement contains certain customary events of default, representations and warranties as well as affirmative and negative covenants. As of November 30, 2023 and February 28, 2023, there were $ 1,070.0 million and $ 1,078.2 million outstanding under the 2021 Term Loan, respectively, at an interest rate of 8.96 % and 8.08 %, respectively. The interest rates on the 2021 Term Loan were based on SOFR plus 350 basis points and LIBOR plus 350 basis points as of November 30, 2023 and February 28, 2023 , respectively. There were no outstanding borrowings, no letters of credit and $ 155.0 millio n available borrowing capacity under the 2021 Revolving Credit Facility as of November 30, 2023 and February 28, 2023. We were in compliance with the First Lien Leverage Ratio for the Credit Agreement as of November 30, 2023 and February 28, 2023. Beginning in March 2023, we entered into zero-cost interest rate collars in the notional amount of $ 300.0 million to hedge our exposure to fluctuations in interest rates on the variable rate debt on a portion of our 2021 Term Loan. See Note 14, Financial Instruments for additional information. |
Contingent Consideration
Contingent Consideration | 9 Months Ended |
Nov. 30, 2023 | |
Contingent Consideration [Abstract] | |
Contingent Consideration | 13. Contingent Consideration Business Combination The contingent consideration liability is due to the issuance of Series B-2 common stock and Series 2 RCUs of E2open Holdings as part of the Business Combination. These shares and units were issued on a proportional basis to each holder of Class A shares in CCNB1 and Common Units of E2open Holdings. These restricted shares and Common Units are treated as a contingent consideration liability under ASC 805 and valued at fair market value. The contingent consideration liability was recorded at fair value on the acquisition date and is remeasured at each reporting date and adjusted if necessary. Any gain or loss recognized from the remeasurement is recorded in gain (loss) from the change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations as nonoperating income (expense) as the change in fair value is not part of our core operating activities. The contingent consideration liability was $ 14.2 million and $ 29.5 million as of November 30, 2023 and February 28, 2023 , respectively. The fair value remeasurements resulted in a gain of $ 5.1 million and $ 6.3 million for the three months ended November 30, 2023 and 2022 , respectively. The fair value remeasurements resulted in a gain of $ 15.4 million and $ 17.8 million for the nine months ended November 30, 2023 and 2022, respectively. There were 3,372,184 shares of Series B-2 common stock outstanding as of November 30, 2023 and February 28, 2023 . The Series B-2 common stock will automatically convert into 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. If any of the Series B-2 common stock does not vest on or before the 10-year anniversary of the Closing Date, such common stock will be canceled for no consideration. There were 2,627,724 shares of Series 2 RCUs outstanding as of November 30, 2023 and February 28, 2023 . 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 us o r the Sponsor or (c) upon the qualifying liquidation defined in the limited liability company agreement. Upon the conversion of an RCU, the holder of such RCU will be entitled to receive a payment equal to the amount of ordinary distributions paid on an E2open Holdings unit from the Closing Date through (but not including) the date such RCU converts into an E2open Holdings unit. If any of the RCUs do not vest on or before the 10-year anniversary of the Closing Date, such units will be canceled for no consideration, and will not be entitled to receive any Catch-Up Payments. We have not paid any dividends to date and do not expect to in the future. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Nov. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 14. Financial Instruments Cash Flow Hedging Activities Foreign Exchange Forward Contracts Our 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-month s at inception. These contracts cover a portion of our spend in Indian rupees. We have not hedged our exposure to revenue or expenses in other currencies. As of November 30, 2023, our foreign exchange forward contracts have durations of approxim ately 9 months or less. Our 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 Condensed Consolidated Balance Sheets location and estimated fair values of the foreign currency forward contracts: ($ in thousands) November 30, 2023 February 28, 2023 Accounts payable and accrued liabilities $ ( 127 ) $ ( 659 ) Other noncurrent liabilities — ( 197 ) We estimate the $ 0.1 million, net of tax, of losses on forward exchange currency derivatives instruments included in other comprehensive loss will be settled and reclassified into earnings within the next twelve months. We report our foreign exchange forward contract assets and liabilities on a net basis in the Condensed Consolidated Balance Sheets when a master-netting arrangement exists between us and the counterparty to the contract. A standard master netting agreement exists between us 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 November 30, 2023, all of the foreign exchange forward contracts are in a liability position. Interest Rate Collar Agreements Our interest rate collar agreements (Collars) are designed and qualify as cash flow hedges. The Collars help manage our exposure to fluctuations in interest rates on the variable rate debt on a portion of our 2021 Term Loan. Changes in the fair value of the Collars 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 contracts. On March 17, 2023 , we entered into a 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 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 %. For both Collars, the cap and floor interest rates are based on LIBOR through July 31, 2023 and SOFR beginning July 31, 2023 through the respective maturity dates. The structure of the Collars is such that we receive an incremental amount if the Collar index exceeds the cap rate. Conversely, we pay an incremental amount if the Collar index falls below the floor rate. No payments are required if the Collar index falls between the cap and floor rates. The following table represents the Condensed Consolidated Balance Sheets location and estimated fair value of the Collars: ($ in thousands) Notional November 30, 2023 Prepaid expenses and other current assets $ 200,000 $ 401 Other noncurrent assets 200,000 535 Prepaid expenses and other current assets 100,000 332 Other noncurrent assets 100,000 443 We report our Collar assets and liabilities on a net basis in the Condensed Consolidated Balance Sheets when a master-netting arrangement exists between us and the counterparty to the contract. A standard master netting agreement exists with the counterparty to the Collars. The agreement allows for multiple transaction payment netting and none of the netting arrangements involve collateral. See Note 21, Other Comprehensive Loss fo r additional information regarding our cash flow hedges. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Nov. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Fair Value Measurement | 15. Fair Value Measurement Our financial instruments include cash and cash equivalents; investments; accounts receivable, net; accounts payable; notes payable; and financing lease obligations. Accounts receivable, net; and accounts payable are stated at their carrying value, which approximates fair value, due to their short maturity. We measure our cash equivalents and investments at fair value, based on an exchange or exit price which represents the amount that would be received for an asset sale or an exit price, or paid to transfer a liability in an orderly transaction between knowledgeable and willing market participants. Certificates of deposit are valued at original cost plus accrued interest, which approximates fair value. We estimate the fair value for notes payable and financing lease obligations by discounting the future cash flows of the related note and lease payments. As of November 30, 2023 and February 28, 2023, the fair value of the cash and cash equivalents, restricted cash, certificates of deposit, notes payable and financing lease obligations approximates their recorded values. The following tables set forth details about our investments: ($ in thousands) Cost Gross Gross Fair Value November 30, 2023 Asset-backed securities $ 162 $ 47 $ — $ 209 February 28, 2023 Asset-backed securities $ 162 $ 35 $ — $ 197 Observable inputs are based on market data obtained from independent sources. Unobservable inputs reflect our assessment of the assumptions market participants would use to value certain financial instruments. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Our assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows: November 30, 2023 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investments: Asset-backed securities $ — $ 209 $ — $ 209 Total investments — 209 — 209 Other assets: Interest rate collar agreements — 1,711 — 1,711 Total other assets — 1,711 — 1,711 Total assets $ — $ 1,920 $ — $ 1,920 Liabilities: Forward currency contracts $ — $ 127 $ — $ 127 Cash-settled restricted stock units 16 — — 16 Tax receivable agreement liability — — 44,799 44,799 Warrant liability 7,900 — 2,930 10,830 Contingent consideration — — 14,188 14,188 Total liabilities $ 7,916 $ 127 $ 61,917 $ 69,960 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 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 Cash-Settled Restricted Stock Units Cash-settled restricted stock units (RSUs) form part of our compensation program. The fair value of these awards is determined using the closing stock price of our 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 the contingent consideration using significant unobservable inputs (Level 3): ($ in thousands) November 30, 2023 February 28, 2023 Beginning of period $ 29,548 $ 45,568 Gain from fair value of contingent consideration ( 15,360 ) ( 16,020 ) End of period $ 14,188 $ 29,548 The change in the fair value of the contingent consideration is recorded in gain (loss) from change in fair value of contingent consideration in the Condensed Consolidated Statements of Operations. Tax Receivable Agreement Our 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: ($ in thousands) November 30, 2023 February 28, 2023 Beginning of period $ 53,154 $ 50,268 (Gain) loss from fair value of tax receivable agreement liability ( 8,355 ) 2,886 End of period $ 44,799 $ 53,154 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 Condensed Consolidated Statements of Operations. Warrants Our 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: ($ in thousands) November 30, 2023 February 28, 2023 Beginning of period $ 29,616 $ 67,139 Gain from fair value of warrant liability ( 18,786 ) ( 37,523 ) End of period $ 10,830 $ 29,616 The change in the fair value of the warrant liability is recorded in gain (loss) from change in fair value of warrant liability in the Condensed Consolidated Statements of Operations. The fair values of our Level 1 financial instruments, which are traded in active markets, are based on quoted market prices for identical instruments. The fair values of our Level 2 financial instruments are based on daily market foreign currency rates, interest rate curves and quoted market prices for comparable instruments or model-driven valuations using observable market data or inputs corroborated by observable market data. Our contingent consideration is valued using a Monte Carlo simulation model. The assumptions used in preparing this model include estimates such as volatility, contractual terms, discount rates, dividend yield and risk-free interest rates. This valuation model uses unobservable market input, and therefore the liability is classified as Level 3. Our public warrants are valued using active market quoted prices, which are Level 1 inputs. The private placement warrants are valued using a binomial pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Forward Purchase Warrants were valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield, expiration dates and risk-free interest rates. These valuation models use unobservable market input, and therefore the liability is classified as both Level 1 and Level 3. There were no transfers of financial instruments between the levels of the fair value hierarchy during the three and nine months ended November 30, 2023 and 2022 . |
Revenue
Revenue | 9 Months Ended |
Nov. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 16. Revenue We primarily generate revenue from the sale of subscriptions and professional services. We recognize revenue when the client contract and associated performance obligations have been identified, transaction price has been determined and allocated to the performance obligations in the contract, and performance obligations have been satisfied. We recognize revenue net of any taxes collected from 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: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2023 2022 2023 2022 Americas $ 133,018 $ 139,468 $ 401,842 $ 410,100 Europe 19,404 20,120 58,678 59,049 Asia Pacific 5,075 5,305 15,585 16,801 Total revenue $ 157,497 $ 164,893 $ 476,105 $ 485,950 Revenues by geography are determined based on the region of our contracting entity, which may be different than the region of the client. Americas revenue attributed to the United States was 84 % and 83 % durin g the three months ended November 30, 2023 and 2022, respectively, an d 84 % and 83 % dur ing the nine months ended November 30, 2023 and 2022. No other country represented more than 10% of total revenue during these periods. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the 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, Revenue from Contracts with Customers, we have not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. As of November 30, 2023 and February 28, 2023, approxima tely $ 806.0 million and $ 779.6 million of revenue was expected to be recognized from remaining performance obligations, respectively. These amounts are expected to be recognized within 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 $ 23.1 million and $ 25.5 million as of November 30, 2023 and February 28, 2023, respectively. Contract liabilities consist of deferred revenue which includes billings in excess of revenue recognized related to subscription contracts and professional services. Deferred revenue is recognized as revenue when we perform under the contract. Deferred revenue w as $ 179.1 million an d $ 206.3 million as of November 30, 2023 and February 28, 2023, respectively. Revenue recognized during the three and nine months ended November 30, 2023, included in deferred revenue on the Condensed Consolidated Balance Sheets as of February 28, 2023, was $ 19.6 million and $ 156.3 million, respectively. Sales Commissions With the adoption of ASC 606 and ASC 340-40, Contracts with Customers, in March 2019, we began deferring and amortizing sales commissions that are incremental and directly related to obtaining client contracts . Amortization expense of $ 1.7 million and $ 1.0 million was recorded in sales and marketing expenses in the Condensed Consolidated Statements of Operations for the three months ended November 30, 2023 and 2022 , respectively. Amortization expense of $ 4.5 million and $ 2.9 million was recorded in sales and marketing expenses for the nine months ended November 30, 2023 and 2022, 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 November 30, 2023 and February 28, 2023, we had a total of $ 19.7 million and $ 16.0 million of capitalized sales commissions included in prepaid expenses and other current assets and other noncurrent assets in the Condensed Consolidated Balance Sheets, respectively. |
Severance and Exit Costs
Severance and Exit Costs | 9 Months Ended |
Nov. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Severance and Exit Costs | 17. Severance and Exit Costs In connection with acquisitions, we conduct pre- and post-acquisition related operational reviews to reallocate resources to strategic areas of the business. The operational reviews resulted in workforce reductions, cancellation of lease obligations related to properties that were vacated and other cost-saving measures. Severance and exit costs included in acquisition-related expenses in the Condensed Consolidated Statements of Operations were as follows: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2023 2022 2023 2022 Severance $ ( 9 ) $ 534 $ 350 $ 4,224 Lease exits — 81 ( 38 ) 316 Total severance and exit costs $ ( 9 ) $ 615 $ 312 $ 4,540 Included in accounts payable and accrued liabilities as of November 30, 2023 and February 28, 2023 was a restructuring liability balance, primarily consisting of lease related obligatio ns, of $ 0.1 million and $ 0.2 million, respectively, and a restructuring severance liability of $ 1.1 million and $ 0.9 million, respectively. We expect these amounts to be substantially paid within the next 12 months. The following table reflects the changes in the severance and exit cost accruals: ($ in thousands) November 30, 2023 February 28, 2023 Beginning of period $ 1,150 $ 2,687 Payments ( 3,679 ) ( 6,225 ) Impairment of right-of-use assets — ( 421 ) Disposition (1) — ( 162 ) Expenses 3,746 5,271 End of period $ 1,217 $ 1,150 (1) Represents the severance and retention accrual that was written off as part of the subsidiary disposition in February 2023. Accrued severance includes activity related to the pre- and post-acquisition related operational reviews (acquisition related severance) as well as various departmental cost cutting initiatives resulting in severance awards to specific individuals that are not under a specific Company program (non-acquisition related severance). The non-acquisition related severance payments are accrued in both accrued severance and accrued compensation. Total severance expense, including both acquisition and non-acquisition related severance payments, for the three months ended November 30, 2023 and 2022 w as a $ 4.4 million and $ 1.0 million, respectively, and for the nine months ended November 30, 2023 and 2022 was $ 7.9 million and $ 5.7 milli on, respectively. With the departure of our former Chief Operating Officer on September 27, 2023 and Chief Executive Officer on October 10, 2023, we accrued a severance payment of $ 0.9 million and $ 1.3 million, respectively. Both of these severance payments were paid during the third quarter of fiscal 2024. |
Warrants
Warrants | 9 Months Ended |
Nov. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 18. Warrants As of November 30, 2023 and February 28, 2023, there were an aggregate of 29,079,872 warran ts outstanding. Each warrant entitles its holders to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share. The warrants expire five years after the Closing Date, or earlier upon redemption or liquidation. The warrants are currently exercisable and redeemable when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. However, the 10,280,000 private placement warrants are nonredeemable so long as they are held by our Sponsor or its permitted transferees. The warrants are recorded as a liability in warrant liability on the Condensed Co nsolidated Balance Sheets with a balance of $ 10.8 million and $ 29.6 million as of November 30, 2023 and February 28, 2023, respectively. During the three months ended November 30, 2023 and 2022 , a gain of $ 2.6 million and $ 16.2 million was recognized in gain (loss) from change in fair value of the warrant liability in the Condensed Consolidated Statements of Operations, respectively. During the nine months ended November 30, 2023 and 2022 , a gain of $ 18.8 million and $ 36.8 million was recognized in gain (loss) from change in fair value of the warrant liability, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Nov. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 19. Stockholders' Equity Class A Common Stock We are authorized to issue 2,500,000,000 Class A common stock with a par value of $ 0.0001 per share. Holders of our Class A Common Stock are entitled to one vote for each share. As of November 30, 2023 and February 28, 2023 , there were 304,564,709 and 302,582,007 shares of Class A Common Stock issued, respectively, and 304,388,055 and 302,405,353 shares of Class A Common Stock outstanding, respectively. Class V Common Stock We are authorized to issue 42,747,890 Class V common stock with a par value of $ 0.0001 per share. These shares have no economic value but entitle the holder to one vote per share . As of November 30, 2023 and February 28, 2023 , there were 32,722,920 and 32,992,007 shares of Class V Common Stock issued and outstanding, respectively, and 10,024,970 and 9,755,883 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 our outstanding stock: Class A Class V Series B-1 Series B-2 Balance, February 28, 2023 302,405,353 32,992,007 94 3,372,184 Conversion of Common Units (1) 269,087 ( 269,087 ) — — Issuance of common stock pursuant to stock-based (2) 408,881 — — — Vesting of restricted awards, net of shares (3) 1,304,734 — — — Balance, November 30, 2023 304,388,055 32,722,920 94 3,372,184 (1) Class A Common Stock issued for the conversion of Common Units settled in stock. Class V Common Stock are retired on a one-for-one basis when Common Units are converted into Class A Common Stock or settled in cash. (2) Issuance of Class A Common Stock associated with the restricted stock award grants. (3) The Class A Common Stock withheld for taxes revert back to the 2021 Incentive Plan, as defined below, and are used for future grants. See Note 28, Subsequent Events for information related to Common Units converted to Class A Common Stock after November 30, 2023. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Nov. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 20. Noncontrolling Interest Noncontrolling interest represents the portion of E2open Holdings that we control and consolidate but do not own. As of November 30, 2023 and February 28, 2023, the noncontrolling interest repr esents a 9.7 % and 9.8 % ownership 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 interest on the Condensed 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 Condensed 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 our option, we may satisfy this redemption with cash or by exchanging Class V Common Stock for Class A Common Stock on a one -for- one basis. During the three and nine months ended November 30, 2023 , there were 269,087 Common Units converted into Class A Common Stock with a value of $ 0.8 million based off the 5-day VWAP. This activity resulted in a decrease to noncontrolling interests of $ 0.8 million during the three and nine months ended November 30, 2023. During the three months ended November 30, 2022 , 100,000 Common Units were converted into Class A Common Stock with a value of $ 0.6 million based off the 5-day VWAP. During the nine months ended November 30, 2022 , 249,941 Common Units were converted into Class A Common Stock with a value of $ 1.8 million based off the 5-day VWAP. A total of 218,891 Common Units were settled in cash of $ 1.4 million during the three and nine months ended November 30, 2022 . This activity resulted in a decrease to noncontrolling interests of $ 0.6 million and $ 3.2 million during the three and nine months ended November 30, 2022, respectively. As of November 30, 2023 and February 28, 2023, there were a tot al of 32.7 million and 33.0 million Common Units held by participants of E2open Holdings. We follow the guidance issued by the FASB regarding the classification and measurement of redeemable securities. Accordingly, we have determined that the Common Units meet the requirements to be classified as permanent equity. See Note 28, Subsequent Events for information related to Common Units converted after November 30, 2023. |
Other Comprehensive Loss
Other Comprehensive Loss | 9 Months Ended |
Nov. 30, 2023 | |
Statement of Other Comprehensive Income [Abstract] | |
Other Comprehensive Loss | 21. Other Comprehensive Loss Accumulated other comprehensive loss in the equity section of our Condensed Consolidated Balance Sheets includes: ($ in thousands) Foreign Currency Translation Adjustment Unrealized Holding (Losses) Gains on Foreign Exchange Forward Contracts Unrealized Holding Gains on Interest Rate Collar Agreements Total Balance, February 28, 2023 $ ( 67,747 ) $ ( 856 ) $ — $ ( 68,603 ) Other comprehensive gain 20,271 729 1,711 22,711 Other comprehensive gain 20,271 729 1,711 22,711 Balance, November 30, 2023 $ ( 47,476 ) $ ( 127 ) $ 1,711 $ ( 45,892 ) There were no income taxes recorded to other comprehensive loss during the three or nine months ended November 30, 2023. The effect of amounts reclassified out of unrealized holding losses for foreign exchange forward contracts into net loss was as follows: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2023 2022 2023 2022 Reclassifications: Cost of revenue $ 36 $ 105 $ 127 $ 105 Research and development 35 94 119 94 Sales and marketing 2 3 6 3 General and administrative 15 48 53 48 Total $ 88 $ 250 $ 305 $ 250 The effect of amounts reclassified out of unrealized gains for interest rate collars as an offset to interest expense was as follows: Three Months Ended Nine Months Ended ($ in thousands) November 30, 2023 November 30, 2023 Reclassifications: $ 100 million notional interest rate collar $ ( 208 ) $ ( 463 ) $ 200 million notional interest rate collar ( 290 ) ( 596 ) Total $ ( 498 ) $ ( 1,059 ) Accumulated foreign currency translation adjustments are reclassified to net loss when realized upon sale or upon complete, or substantially complete, liquidation of the investment in the foreign entity. See Note 14, Financial Instruments for additional information related to our derivative instruments. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Nov. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 22. Earnings Per Share Basic earnings per share is calculated as net (loss) income available to common stockholders divided by the weighted average number of shares of common stock outstanding during the applicable period. Diluted earnings per share is computed by using the basic earnings per share plus any dilutive securities outstanding during the period using the if-converted method, except when the effect is anti-dilutive. The following is a reconciliation of the denominators of the basic and diluted per share computations for net (loss) income: Three Months Ended November 30, Nine Months Ended November 30, (in thousands, except per share data) 2023 2022 2023 2022 Net loss per share: Numerator - basic: Net (loss) income per share: $ ( 740,031 ) $ 5,503 $ ( 1,139,544 ) $ ( 416,703 ) Less: Net (loss) income attributable to noncontrolling ( 72,475 ) 698 ( 111,721 ) ( 41,464 ) Net (loss) income attributable to E2open Parent $ ( 667,556 ) $ 4,805 $ ( 1,027,823 ) $ ( 375,239 ) Numerator - diluted: Net (loss) income attributable to E2open Parent $ ( 667,556 ) $ 4,805 $ ( 1,027,823 ) $ ( 375,239 ) Net (loss) income attributable to E2open Parent $ ( 667,556 ) $ 4,805 $ ( 1,027,823 ) $ ( 375,239 ) Denominator - basic: Weighted average shares outstanding - basic 303,848 302,201 303,188 301,822 Net (loss) income per share - basic $ ( 2.20 ) $ 0.02 $ ( 3.39 ) $ ( 1.24 ) Denominator - diluted: Weighted average shares outstanding - basic 303,848 302,201 303,188 301,822 Weighted average effect of dilutive securities: Time based restricted stock — 158 — — Weighted average shares outstanding - diluted 303,848 302,359 303,188 301,822 Diluted net (loss) income per common share $ ( 2.20 ) $ 0.02 $ ( 3.39 ) $ ( 1.24 ) Potential common shares are shares that would be issued upon exercise or conversion of shares under our share-based compensation plans and upon exercise of warrants that are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss available to common stockholders. The following table summarizes the weighted-average potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive: Three Months Ended November 30, Nine Months Ended November 30, 2023 2022 2023 2022 Series B-1 common stock 94 94 94 94 Series B-2 common stock 3,372,184 3,372,184 3,372,184 3,372,184 Restricted common units Series 2 2,627,724 2,627,724 2,627,724 2,627,724 Warrants 29,079,872 29,079,872 29,079,872 29,079,872 Common Units 32,879,559 33,126,073 32,954,797 33,350,756 Performance-based options 1,334,919 4,832,802 1,215,252 3,986,158 Time-based options 1,038,513 — 901,246 — Performance-based restricted stock units 3,837,349 2,101,221 3,514,740 2,059,595 Time-based restricted stock units 8,449,869 2,303,641 9,778,141 2,404,272 Time-based restricted stock awards 187,824 — 408,881 — Units/Shares excluded from the dilution 82,807,907 77,443,611 83,852,931 76,880,655 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Nov. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 23. Share-Based Compensation 2021 Incentive Plan The E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan (2021 Incentive Plan) allows us 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 and 2023, an additional 4,849,684 shares and 7,304,646 shares were reserved for issuance under the "evergreen " provision, respectively. 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, except under limited conditions. Our board of directors, or its expressly approved delegees, have approved the grant of options, RSUs and restricted stock awards (RSAs) under the 2021 Incentive Plan. Options Options are either performance-based or time-based. 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 were performance-based and measured based on obtaining organic growth, adjusted EBITDA and net booking targets over a one-year period. A quarter of the options vest at the end of the performance period and the remaining options will vest equally over the following three years . The fiscal year 2024 options are time-based with one-third of the options vesting at the end of the first year with the remaining options vesting ratably each quarter over the remaining two-years . Our executive officers and senior management are granted these performance-based and time-based options. The performance target is set at 100 % at the grant date, 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 accordingly. The performance target for the options granted in May 2022 was finalized in April 2023 below 100 % and adjusted accordingly. As of November 30, 2023, there were 1,215,252 unvested performance-based options and 901,246 unvested time-based options. RSUs The RSUs are either performance-based or time-based. 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 were measured based on obtaining an organic growth, adjusted EBITDA and net bookings target over a one-year period. The fiscal year 2024 performance-based RSUs are measured based on obtaining an organic subscription revenue growth, constant currency adjusted EBITDA and net bookings target over a one-year period. A quarter of the RSUs will vest at the end of the performance period and the remaining RSUs will 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 during May 2021 was finalized in April 2022 above 100 % and adjusted accordingly. The performance target for the performance-based RSUs granted in May 2022 was finalized in April 2023 below 100 % and adjusted accordingly. The time-based RSUs for executive officers, senior management and employees granted during fiscal years 2022 and 2023 vest ratably over a three-year period. Beginning in fiscal year 2024, the time-based RSUs for executive officers, senior management and employees will vest one-third at the end of the first year and then ratably each quarter over the remaining two years. The time-based RSUs for non-employee directors of our board of directors have a one-year vesting period. During November 2023, executive officers and senior management received retention time-based RSUs which have an eighteen-month vesting period. The total retention awards granted during November 2023 were 2,052,680 . See Note 28, Subsequent Events for information regarding additional retention awards granted in December 2023. As of November 30, 2023, there were 3,514,740 performance-based RSUs, 9,778,141 time-based RSUs and 408,881 RSAs that were unvested and expected to vest. During fiscal 2023 and 2024, our board of directors approved a company-wide share-based compensation program under our 2021 Incentive Plan where all eligible employees received annual stock awards as part of their annual compensation package. The fiscal 2023 grant was awarded on October 1, 2022 and the fiscal 2024 grant was awarded on July 1, 2023. Future awards under this program are at the discretion of the board of directors and are not guaranteed for any fiscal year. For employees based in China, they are awarded cash-settled RSUs which will vest ratably over a three-year period. The cash-settled RSUs must be settled in cash and are accounted for as liability-type awards. The fair value of these cash-settled RSUs equals the value of our 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 Condensed Consolidated Statements of Operations. T he liability for the cash-settled RSUs was negligible as of November 30, 2023 and is included in accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets. As of November 30, 2023, there w ere 37,479 unvested c ash-settled RSUs with a total intrinsic value of $ 0.1 milli on. As previously disclosed in our 2022 Form 10-K in Item 9B., Other Information , our 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 . All of the options expired unexercised as of August 31, 2023. Restricted Stock Awards RSAs are time-based and granted to participants with the associated Class A Common Stock issued on the day of grant. The Class A Common Stock are issued with restrictions and voting rights. When the applicable vesting terms have been met, the restrictions are removed from the Class A Common Stock. Mr. Andrew Appel joined E2open as interim Chief Executive Officer on October 10, 2023. As part of his compensation, he received an initial RSA grant valued at $ 685,000 , or 275,101 shares, under our 2021 Incentive Plan which will vest after six months of issuance. If Mr. Appel's term continues past the initial six-month period, he will receive an additional monthly RSA grant valued at $ 100,000 that will vest after one month of issuance. Mr. Appel's Chief of Staff was awarded an RSA grant in November 2023 for 133,780 shares under our 2021 Incentive Plan which will vest after five months of issuance. As of November 30, 2023, there w ere 9,290,911 shares of Class A Common Stock available for grant under the 2021 Incentive Plan. Activity under the 2021 Incentive Plan related to options was as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Balance, February 28, 2023 4,833 $ 8.42 8.5 Granted 1,232 4.65 Forfeited/Expired ( 3,949 ) 7.82 Balance, November 30, 2023 2,116 $ 7.36 6.8 Vested and exercisable as of November 30, 2023 807 $ 9.28 3.6 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 ( 966 ) 9.85 Balance, November 30, 2022 4,833 $ 8.42 8.7 Vested and exercisable as of November 30, 2022 573 $ 9.82 5.2 As of November 30, 2023, there was $ 2.6 million of unrecognized compensation cost related to unvested options. The aggregate intrinsic value of the outstanding, vested and exercisable stock option awards was zero as of November 30, 2023 since our Class A Common Stock price was less than the exercise price of the stock option awards. Activity under the 2021 Incentive Plan related to RSUs and RSAs was as follows: Number of Units Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2023 6,475 $ 8.44 2.4 Granted 12,235 5.26 Added by performance factor 39 9.02 Released ( 1,968 ) 8.36 Canceled and forfeited ( 3,079 ) 6.83 Balance, November 30, 2023 13,702 $ 5.77 2.1 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 5,645 7.45 Added by performance factor 300 12.87 Released ( 870 ) 12.12 Canceled and forfeited ( 560 ) 10.00 Balance, November 30, 2022 6,618 $ 8.46 2.6 As of November 30, 2023, there was $ 53.2 mi llion of unrecognized compensation cost related to unvested RSUs and RSAs. The aggregate intrinsic value of the RSUs and RSAs was $ 49.9 million as of November 30, 2023 which is the outstanding RSUs and RSAs valued at the closing price of our Class A Common Stock on November 30, 2023. Activity under the 2021 Incentive Plan related to cash-settled RSUs was as follows: Number of Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2023 25 $ 6.07 2.6 Granted 24 5.60 Released ( 8 ) 6.07 Canceled and forfeited ( 4 ) 5.96 Balance, November 30, 2023 37 $ 5.78 2.3 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, November 30, 2022 25 $ 6.07 2.8 As of November 30, 2023, there was $ 0.1 million o f unrecognized compensation cost related to unvested cash-settled RSUs. The aggregate intrinsic value of the cash-settled RSUs was $ 0.1 million as of November 30, 2023 which is the outstanding cash-settled RSUs valued at the closing price of our Class A Common Stock on November 30, 2023. As previously disclosed in our August 31, 2023 Form 10-Q in Item 5., Other Information , our former Chief Operating Officer entered into a Release and Non-Competition Agreement (Separation Agreement) in which he will provide transition services until December 31, 2023 (Transition Period). As a result of his departure, his options, time-based RSUs and performance-based RSUs will be prorated as of December 31, 2023. The remaining unvested awards will be accelerated at 50 %. This will result in 189,039 options and 187,325 time-based and performance-based RSUs vesting as of December 31, 2023. The 2024 fiscal year performance-based RSUs will remain unvested until the performance metrics are determined in early fiscal 2025, at which point this award will accelerate and vest at 50 %. In accordance with our executive plan, our former Chief Executive Officer's options, time-based RSUs and performance-based RSUs were prorated as of his departure date, October 11, 2023, resulting in 134,920 options and 147,606 time-based and performance-based RSUs vesting. The 2024 fiscal year performance based RSUs will remain unvested until the performance metrics are determined in early fiscal 2025, at which point this award will accelerate and vest at 25 %. The estimated grant-date fair values of the options granted or modified during the nine months ended November 30, 2023 and 2022 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Nine Months Ended November 30, 2023 2022 Expected term (in years) 0.68 - 6.25 6.25 Expected volatility 48.97 % - 56.84 % 44.17 % Risk-free interest rate 3.38 % - 5.30 % 2.91 % 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 we do not have sufficient historical information to develop reasonable expectations about future exercise patterns 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 Volatility : The expected stock price volatility assumption was determined based on the historical volatility of the 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 : We do not currently declare or pay dividends on our common stock and do not expect to do so for the foreseeable future. The table below sets forth the functional classification in the Condensed Consolidated Statements of Operations of our equity-based compensation expense: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2023 2022 2023 2022 Cost of revenue $ 1,304 $ 545 $ 3,059 $ 856 Research and development 1,665 938 4,177 2,181 Sales and marketing 1,556 901 3,444 2,560 General and administrative 2,316 2,413 8,048 7,542 Total share-based compensation $ 6,841 $ 4,797 $ 18,728 $ 13,139 |
Leases
Leases | 9 Months Ended |
Nov. 30, 2023 | |
Leases [Abstract] | |
Leases | 24. Leases We account for leases in accordance with ASC 842, Leases, which requires lessees to recognize lease liabilities and right-of-use (ROU) assets on the balance sheet for most operating leases. We made the accounting policy election not to apply the recognition provisions of ASC 842 to short-term leases which are leases with a lease term of 12 months or less. Instead, we recognize the lease payments for short-term leases on a straight-line basis over the lease term. Operating lease liabilities reflect our obligation to make future lease payments for real estate locations. Lease terms are comprised of contractual terms. Payments are discounted using the rate we would pay to borrow amounts equal to the lease payments over the lease term (our incremental borrowing rate). We do not separate lease and non-lease components for contracts in which we are the lessee. ROU assets are measured based on lease liabilities adjusted for incentives and timing differences between operating lease expense and payments, recognized on a straight-line basis over the lease term. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are recognized as incurred. Common area maintenance and other executory costs are the main components of variable lease payments. Operating and variable lease expenses are recorded in general and administrative expenses in the Condensed Consolidated Statements of Operations. Real Estate Leases We lease our primary office spaces under non-cancelable operating leases with various expiration dates t hrough June 2030 . Many o f our leases have an option to be extended from two to five years , and several of the leases give us the right to early cancellation with proper notification. Additionally, we have five subleases of our office leases as of November 30, 2023. Several of the operating lease agreements require us to provide security deposits. As of November 30, 2023, and February 28, 2023, lease deposits were $ 3.5 million and $ 4.7 million, respectively. The deposits are generally refundable at the expiration of the lease, assuming all obligations under the lease agreement have been met. Deposits are included in prepaid and other current assets and other noncurrent assets in the Condensed Consolidated Balance Sheets. During the three and nine months ended November 30, 2023, we incu rred $ 0.1 million and $ 0.6 million impairments on our operating lease ROU assets and leasehold improvements, respectively, due to vacating four locations with the intent to sublease them. During the three and nine months ended November 30, 2022 , we incurred a $ 1.8 million and $ 4.1 million impairment, respectively, on our operating lease ROU assets and leasehold improvements due to vacating three and seven locations, respectively, with the intent to sublease them. The impairments were recorded in general and administrative expenses in the Condensed Consolidated Statements of Operations. During the second quarter of fiscal 2023, we terminated an operating lease early with a lease expiration date of February 2026 . We paid an early termination fee of $ 0.2 million and recognized a $ 0.2 million gain on the write-off of the remaining ROU asset and liability. An ROU impairment was taken on this lease during August 2022. Vehicle Leases We lease vehicles under non-cancelable operating lease arrangements which have various expiration dates th rough May 2027 . We do not have the right to purchase the vehicles at the end of the lease term. Equipment Leases We purchase certain equipment under non-cancelable financing lease arrangements which are primarily related to software and computer equipment and which have various expiration date s through November 2028 . We have the right to purchase the software and computer equipment anytime during the lease or upon lease completion. Balance Sheet Presentation The following tables present the amounts and classifications of our estimated ROU assets, net and lease liabilities: ($ in thousands) Balance Sheet Location November 30, 2023 February 28, 2023 Operating lease right-of-use assets Operating lease right-of-use assets $ 21,580 $ 18,758 Finance lease right-of-use asset Property and equipment, net 4,175 3,358 Total right-of-use assets $ 25,755 $ 22,116 ($ in thousands) Balance Sheet Location November 30, 2023 February 28, 2023 Operating lease liability - current Current portion of operating lease obligations $ 7,317 $ 7,622 Operating lease liability Operating lease obligations 17,959 15,379 Finance lease liability - current Current portion of finance lease obligations 1,120 2,582 Finance lease liability Finance lease obligations 3,188 1,049 Total lease liabilities $ 29,584 $ 26,632 Lease Cost and Cash Flows The following table summarizes our total lease cost: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2023 2022 2023 2022 Finance lease cost: Amortization of right-of-use asset $ 135 $ 508 $ 1,319 $ 1,686 Interest on lease liability 23 35 124 161 Finance lease cost 158 543 1,443 1,847 Operating lease cost: Operating lease cost 1,722 2,239 5,452 5,505 Variable lease cost 823 510 2,674 3,810 Sublease income ( 209 ) ( 46 ) ( 440 ) ( 482 ) Operating net lease cost 2,336 2,703 7,686 8,833 Total net lease cost $ 2,494 $ 3,246 $ 9,129 $ 10,680 Short-term lease expense was immaterial for the three and nine months ended November 30, 2023 . There was no short-term lease expense for the three and nine months ended November 30, 2022 . Supplemental cash flow information related to leases was as follows: Nine Months Ended November 30, ($ in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 6,378 $ 7,365 The following table presents the weighted-average remaining lease terms and discount rates of our leases: Nine Months Ended November 30, 2023 2022 Weighted-average remaining lease term (in years): Finance lease 4.14 0.69 Operating lease 3.98 3.77 Weighted-average discount rate: Finance lease 7.66 % 9.20 % Operating lease 6.95 % 5.43 % Lease Liability Maturity Analysis The following table reflects the undiscounted future cash flows utilized in the calculation of the lease liabilities as of November 30, 2023: ($ in thousands) Operating Leases Finance Leases December 2023 - February 2024 $ 2,315 $ 391 2025 8,483 1,357 2026 6,647 1,256 2027 5,462 748 2028 3,299 748 Thereafter 2,927 561 Total 29,133 5,061 Less: Present value discount ( 3,857 ) ( 753 ) Lease liabilities $ 25,276 $ 4,308 |
Income Taxes
Income Taxes | 9 Months Ended |
Nov. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 25. Income Taxes We calculate the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to ordinary income or loss (pretax income or loss excluding discrete items) for the reporting period. Our provision for income taxes was a benefit of $ 5.4 million, or 0.7 %, for the three months ended November 30, 2023 compared to $ 7.9 million, or 331.8 %, for the three months ended November 30, 2022. Our provision for income taxes for the nine months ended November 30, 2023 was a benefit of $ 73.8 million, or 6.1 %, compared to $ 130.0 million, or 23.8 %, for the nine months ended November 30, 2022. The loss before income taxes of $ 745.4 million and $ 1,213.4 million resulted in a $ 5.4 million and $ 73.8 million income tax benefit for the three and nine months ended November 30, 2023, respectively. During the three and nine months ended November 30, 2022, t he loss before income tax was $ 2.4 million and $ 546.7 million resulting in a $ 7.9 million and $ 130.0 million income tax be nefit, respectively . The discrete impact of the goodwill impairment taken in the first and third quarters of fiscal 2024 resulted in a $ 3.7 million and $ 67.6 million income tax benefit, net of a valuation allowance of $ 154.5 million and $ 179.9 million for the three and nine months ended November 30, 2023, respectively. The remainder of the increase in the tax benefit was due to changes in the impact of book income and losses of affiliates on the carrying amount of our partnership investment and changes in the mark-to-market gains and losses on certain contingent liabilities offset by changes in book losses in certain jurisdictions for which no benefit can be recognized. As of November 30, 2023 and February 28, 2023, total gr oss unrecognized tax benefits were $ 2.6 million. We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of November 30, 2023 and February 28, 2023 , the total amount of gross interest and penalties accrued was less than $ 0.1 million which is classified as other noncurrent liabilities in the Condensed Consolidated Balance Sheets. Inflation Reduction Act of 2022 On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. The alternative minimum tax is effective for taxable years beginning after December 31, 2022 and the excise tax applies to stock repurchases after December 31, 2022. The alternative minimum tax would not be applicable in our next fiscal year as it is based on a three-year average annual adjusted financial statement income in excess of $1 billion. We continue to evaluate any impact related to the excise tax on net stock repurchases based on our relative activity. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Nov. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 26. Commitments and Contingencies In 2014, Kewill Inc. (Kewill) (a predecessor of BluJay) entered into a software licensing and service contract with a customer that resulted in a dispute over Kewill’s performance under the agreement. In June 2020, prior to our acquisition of BluJay, the customer filed suit. BluJay and its external counsel considered the claims meritless and intended to file a counter claim for delinquent uncollected receivables. At the time of the BluJay Acquisition in September 2021, an allowance for credit losses was recorded against the uncollected receivables from this customer. No further accrual was established for this litigation at the time of the acquisition or in subsequent periods through the first quarter of fiscal 2024, as in our judgement, which was based on the advice of external legal counsel, the claims were without merit. Any loss beyond the uncollected receivables was considered remote and the maximum exposure was believed to be immaterial. In February 2022, consistent with the related contractual terms, the case moved to binding arbitration. Upon conclusion of the arbitration proceedings in August 2023, the arbitrator ruled against BluJay. On September 14, 2023 , the parties agreed to a settlement for $ 17.8 million which resolved the matter and released us from all alleged claims. The settlement was paid on September 20, 2023. The settlement is not an admission of liability or wrongdoing by us or our predecessors, nor does it validate the alleged claims. We accrued $ 17.8 million for the settlement in the second quarter of fiscal 2024 as part of general and administrative expenses on the Condensed Consolidated Statement of Operations. The $ 17.8 million was paid during the third quarter of fiscal 2024. From time to time, we have exposure and are subject to contingencies that arise in the ordinary course of business for a variety of claims. We record an accrual for a contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not currently believe the resolution of any other such contingencies will have a material adverse effect upon our Condensed Consolidated Balance Sheets, Statements of Operations or Statements of Cash Flows. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Nov. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 27. Supplemental Cash Flow Information Supplemental cash flow information and non-cash investing and financing activities are as follows: Nine Months Ended November 30, (In thousands) 2023 2022 Supplemental cash flow information - Cash paid for: Interest $ 76,748 $ 29,325 Income taxes 6,232 7,669 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities 1,053 263 Right-of-use assets obtained in exchange for operating lease obligations 8,708 2,559 Shares withheld for taxes on vesting of restricted stock 3,059 1,593 Conversion of Common Units to Class A Common Stock 836 1,809 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 28. Subsequent Events As part of the retention effort initiated in November 2023, an additional 434,784 retention time-based RSUs were granted to executive officers and senior management in December 2023. These retention awards also had an eighteen-month vesting period. In January 2024, there were 1,497,316 Common Units converted into Class A Common Stock with a value of $ 6.7 million based off the 5-day VWAP which decrease noncontrolling interests by $ 6.7 million and increased our outstanding Class A Common Stock. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Nov. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. 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 unaudited operating results for interim periods reported are not necessarily indicative of the results for the entire fiscal year. For further information, refer to the consolidated financial statements and notes thereto included in our 2023 Form 10-K. |
Use of Estimates | Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported results of operations during the reporting period. Such management estimates include allowance for credit losses, 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, tax receivable agreement liability, warrants, contingent consideration and the accounting for business combinations. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management's estimates. |
Seasonality | Seasonality Our quarterly operating results have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control, including seasonality in our business as a result of client budget cycles and customary European vacation schedules, with higher sales typically in the third and fourth fiscal quarters. As a result, our past results may not be indicative of our future performance and comparing our operating results on a period-to-period basis may not be meaningful. |
Recently Adopted Accounting Guidance and Recent Accounting Guidance Not Yet Adopted | Recently Adopted Accounting Guidance In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting to simplify the accounting for contract modifications made to replace LIBOR or other reference rates that are expected to be discontinued because of the reference rate reform. The guidance provides optional expedients 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 our 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. We have transitioned our debt instruments from LIBOR to SOFR and our Tax Receivable Agreement liability from LIBOR plus 100 basis points to SOFR plus the applicable spread for the quarter. The change in interest rates on our debt and Tax Receivable Agreement liability did not have a material effect on our financial position or results of operations. Recent Accounting Guidance Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for our fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2023-07 on our disclosures. In December 2023, the FASB issued 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated statements and related disclosures. |
Acquisitions (Tables)
Acquisitions (Tables) - Logistyx Technologies, LLC | 9 Months Ended |
Nov. 30, 2023 | |
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) Final Purchase Price Allocation 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 (1) 123,746 Non-current assets 619 Accounts payable ( 5,897 ) Current liabilities ( 3,931 ) Deferred revenue (2) ( 10,747 ) Non-current liabilities ( 158 ) Total assets acquired and liabilities assumed $ 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. |
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) | 9 Months Ended |
Nov. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consisted of the following: ($ in thousands) November 30, 2023 February 28, 2023 Accounts receivable $ 110,510 $ 153,618 Unbilled receivables 23,138 25,481 Less: Allowance for credit losses ( 6,318 ) ( 4,290 ) Accounts receivable, net $ 127,330 $ 174,809 |
Schedule of Allowance for Credit Losses | The allowance for credit losses was comprised of the following: ($ in thousands) Amount Balance, February 28, 2022 $ ( 3,055 ) Logistyx Acquisition ( 267 ) Additions ( 2,185 ) Write-offs 1,217 Balance, February 28, 2023 ( 4,290 ) Additions ( 4,276 ) Write-offs 2,248 Balance, November 30, 2023 $ ( 6,318 ) |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 9 Months Ended |
Nov. 30, 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: ($ in thousands) November 30, 2023 February 28, 2023 Prepaid software and hardware license and maintenance fees $ 9,576 $ 9,103 Income and other taxes receivable 4,647 4,618 Prepaid insurance 1,800 1,337 Deferred commissions 6,498 4,771 Prepaid marketing 1,022 1,037 Security deposits 1,109 2,377 Other prepaid expenses and other current assets 5,831 1,957 Total prepaid expenses and other current assets $ 30,483 $ 25,200 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes In Goodwill | The following table presents the changes in goodwill: ($ in thousands) Amount Balance, February 28, 2022 $ 3,756,871 BluJay Acquisition adjustment (1) ( 5,455 ) Logistyx Acquisition (2) 123,746 Impairment charge ( 901,566 ) Disposition (3) ( 1,306 ) Currency translation adjustment ( 44,483 ) Balance, February 28, 2023 2,927,807 Impairment charge ( 1,097,741 ) Currency translation adjustment 16,197 Balance, November 30, 2023 $ 1,846,263 (1) Represents the goodwill acquired in the BluJay Acquisition as of September 1, 2021 and subsequent purchase price adjustments. (2) Represents the goodwill acquired in the Logistyx Acquisition as of March 2, 2022 and subsequent purchase price adjustments. See Note 3, Acquisitions for additional information. (3) Represents the goodwill that was sold as part of the subsidiary disposition in February 2023. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: November 30, 2023 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 76,000 $ — $ 76,000 Definite-lived: Client relationships 13.7 503,157 ( 175,617 ) 327,540 Technology 7.3 692,142 ( 245,485 ) 446,657 Content library 10.0 50,000 ( 14,122 ) 35,878 Trade name 1.0 3,993 ( 3,993 ) — Backlog 2.5 800 ( 560 ) 240 Total definite-lived 1,250,092 ( 439,777 ) 810,315 Total intangible assets $ 1,326,092 $ ( 439,777 ) $ 886,315 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 |
Schedule of Future Amortization of Intangible Assets | Future amortization of intangible assets is as follows as of November 30, 2023: ($ in thousands) Amount December 2023 - February 2024 $ 44,857 2025 148,332 2026 117,238 2027 117,238 2028 92,306 Thereafter 290,344 Total future amortization $ 810,315 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: ($ in thousands) November 30, 2023 February 28, 2023 Computer equipment $ 61,961 $ 52,296 Software 27,054 26,430 Software development costs 49,236 35,631 Furniture and fixtures 3,262 3,032 Leasehold improvements 9,313 9,203 Gross property and equipment 150,826 126,592 Less accumulated depreciation and amortization ( 80,802 ) ( 54,116 ) Property and equipment, net $ 70,024 $ 72,476 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: ($ in thousands) November 30, 2023 February 28, 2023 Accrued compensation $ 31,589 $ 40,365 Accrued severance and retention 1,071 937 Trade accounts payable 29,719 32,859 Accrued litigation 1,690 400 Accrued professional services 3,897 3,346 Restructuring liability 146 213 Interest payable — 5,324 Client deposits 2,630 2,574 Tax receivable agreement liability 1,691 — Other 10,763 11,473 Total accounts payable and accrued liabilities $ 83,196 $ 97,491 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Outstanding | Notes payable outstanding were as follows: ($ in thousands) November 30, 2023 February 28, 2023 2021 Term Loan $ 1,069,978 $ 1,078,200 Other notes payable 347 492 Total notes payable 1,070,325 1,078,692 Less unamortized debt issuance costs ( 20,295 ) ( 23,912 ) Total notes payable, net 1,050,030 1,054,780 Less current portion ( 11,122 ) ( 11,144 ) Notes payable, less current portion, net $ 1,038,908 $ 1,043,636 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Derivatives, Fair Value [Line Items] | |
Condensed Consolidated Balance Sheets Location and Amount of the Derivative Instrument Fair Values | The following table represents the Condensed Consolidated Balance Sheets location and estimated fair values of the foreign currency forward contracts: ($ in thousands) November 30, 2023 February 28, 2023 Accounts payable and accrued liabilities $ ( 127 ) $ ( 659 ) Other noncurrent liabilities — ( 197 ) |
Interest Rate collar Agreements [Member] | |
Derivatives, Fair Value [Line Items] | |
Condensed Consolidated Balance Sheets Location and Amount of the Derivative Instrument Fair Values | The following table represents the Condensed Consolidated Balance Sheets location and estimated fair value of the Collars: ($ in thousands) Notional November 30, 2023 Prepaid expenses and other current assets $ 200,000 $ 401 Other noncurrent assets 200,000 535 Prepaid expenses and other current assets 100,000 332 Other noncurrent assets 100,000 443 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Investments | The following tables set forth details about our investments: ($ in thousands) Cost Gross Gross Fair Value November 30, 2023 Asset-backed securities $ 162 $ 47 $ — $ 209 February 28, 2023 Asset-backed securities $ 162 $ 35 $ — $ 197 |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | Our assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows: November 30, 2023 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investments: Asset-backed securities $ — $ 209 $ — $ 209 Total investments — 209 — 209 Other assets: Interest rate collar agreements — 1,711 — 1,711 Total other assets — 1,711 — 1,711 Total assets $ — $ 1,920 $ — $ 1,920 Liabilities: Forward currency contracts $ — $ 127 $ — $ 127 Cash-settled restricted stock units 16 — — 16 Tax receivable agreement liability — — 44,799 44,799 Warrant liability 7,900 — 2,930 10,830 Contingent consideration — — 14,188 14,188 Total liabilities $ 7,916 $ 127 $ 61,917 $ 69,960 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 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 |
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 the contingent consideration using significant unobservable inputs (Level 3): ($ in thousands) November 30, 2023 February 28, 2023 Beginning of period $ 29,548 $ 45,568 Gain from fair value of contingent consideration ( 15,360 ) ( 16,020 ) End of period $ 14,188 $ 29,548 |
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: ($ in thousands) November 30, 2023 February 28, 2023 Beginning of period $ 53,154 $ 50,268 (Gain) loss from fair value of tax receivable agreement liability ( 8,355 ) 2,886 End of period $ 44,799 $ 53,154 The following table provides a reconciliation of the warrant liability: ($ in thousands) November 30, 2023 February 28, 2023 Beginning of period $ 29,616 $ 67,139 Gain from fair value of warrant liability ( 18,786 ) ( 37,523 ) End of period $ 10,830 $ 29,616 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Geographic Region | Revenue by geographic regions consisted of the following: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2023 2022 2023 2022 Americas $ 133,018 $ 139,468 $ 401,842 $ 410,100 Europe 19,404 20,120 58,678 59,049 Asia Pacific 5,075 5,305 15,585 16,801 Total revenue $ 157,497 $ 164,893 $ 476,105 $ 485,950 |
Severance and Exit Costs (Table
Severance and Exit Costs (Tables) | 9 Months Ended |
Nov. 30, 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 Condensed Consolidated Statements of Operations were as follows: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2023 2022 2023 2022 Severance $ ( 9 ) $ 534 $ 350 $ 4,224 Lease exits — 81 ( 38 ) 316 Total severance and exit costs $ ( 9 ) $ 615 $ 312 $ 4,540 |
Schedule of Changes in Severance and Exit Cost Accruals | The following table reflects the changes in the severance and exit cost accruals: ($ in thousands) November 30, 2023 February 28, 2023 Beginning of period $ 1,150 $ 2,687 Payments ( 3,679 ) ( 6,225 ) Impairment of right-of-use assets — ( 421 ) Disposition (1) — ( 162 ) Expenses 3,746 5,271 End of period $ 1,217 $ 1,150 (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) | 9 Months Ended |
Nov. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Changes in Outstanding Stock | The following table reflects the changes in our outstanding stock: Class A Class V Series B-1 Series B-2 Balance, February 28, 2023 302,405,353 32,992,007 94 3,372,184 Conversion of Common Units (1) 269,087 ( 269,087 ) — — Issuance of common stock pursuant to stock-based (2) 408,881 — — — Vesting of restricted awards, net of shares (3) 1,304,734 — — — Balance, November 30, 2023 304,388,055 32,722,920 94 3,372,184 (1) Class A Common Stock issued for the conversion of Common Units settled in stock. Class V Common Stock are retired on a one-for-one basis when Common Units are converted into Class A Common Stock or settled in cash. (2) Issuance of Class A Common Stock associated with the restricted stock award grants. (3) 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 Loss (Table
Other Comprehensive Loss (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Statement of Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss in Equity Section of Condensed Consolidated Balance Sheets | Accumulated other comprehensive loss in the equity section of our Condensed Consolidated Balance Sheets includes: ($ in thousands) Foreign Currency Translation Adjustment Unrealized Holding (Losses) Gains on Foreign Exchange Forward Contracts Unrealized Holding Gains on Interest Rate Collar Agreements Total Balance, February 28, 2023 $ ( 67,747 ) $ ( 856 ) $ — $ ( 68,603 ) Other comprehensive gain 20,271 729 1,711 22,711 Other comprehensive gain 20,271 729 1,711 22,711 Balance, November 30, 2023 $ ( 47,476 ) $ ( 127 ) $ 1,711 $ ( 45,892 ) |
Schedule of Effect of Amounts Reclassified Out of Unrealized Holding Losses for Foreign Exchange Forward Contracts Into Net Loss | The effect of amounts reclassified out of unrealized holding losses for foreign exchange forward contracts into net loss was as follows: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2023 2022 2023 2022 Reclassifications: Cost of revenue $ 36 $ 105 $ 127 $ 105 Research and development 35 94 119 94 Sales and marketing 2 3 6 3 General and administrative 15 48 53 48 Total $ 88 $ 250 $ 305 $ 250 |
Schedule of Effect of Amounts Reclassified Out of Unrealized Gains for Interest Rate Collars as Offset to Interest Expense | The effect of amounts reclassified out of unrealized gains for interest rate collars as an offset to interest expense was as follows: Three Months Ended Nine Months Ended ($ in thousands) November 30, 2023 November 30, 2023 Reclassifications: $ 100 million notional interest rate collar $ ( 208 ) $ ( 463 ) $ 200 million notional interest rate collar ( 290 ) ( 596 ) Total $ ( 498 ) $ ( 1,059 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Per Share Computations for Net (Loss) Income | The following is a reconciliation of the denominators of the basic and diluted per share computations for net (loss) income: Three Months Ended November 30, Nine Months Ended November 30, (in thousands, except per share data) 2023 2022 2023 2022 Net loss per share: Numerator - basic: Net (loss) income per share: $ ( 740,031 ) $ 5,503 $ ( 1,139,544 ) $ ( 416,703 ) Less: Net (loss) income attributable to noncontrolling ( 72,475 ) 698 ( 111,721 ) ( 41,464 ) Net (loss) income attributable to E2open Parent $ ( 667,556 ) $ 4,805 $ ( 1,027,823 ) $ ( 375,239 ) Numerator - diluted: Net (loss) income attributable to E2open Parent $ ( 667,556 ) $ 4,805 $ ( 1,027,823 ) $ ( 375,239 ) Net (loss) income attributable to E2open Parent $ ( 667,556 ) $ 4,805 $ ( 1,027,823 ) $ ( 375,239 ) Denominator - basic: Weighted average shares outstanding - basic 303,848 302,201 303,188 301,822 Net (loss) income per share - basic $ ( 2.20 ) $ 0.02 $ ( 3.39 ) $ ( 1.24 ) Denominator - diluted: Weighted average shares outstanding - basic 303,848 302,201 303,188 301,822 Weighted average effect of dilutive securities: Time based restricted stock — 158 — — Weighted average shares outstanding - diluted 303,848 302,359 303,188 301,822 Diluted net (loss) income per common share $ ( 2.20 ) $ 0.02 $ ( 3.39 ) $ ( 1.24 ) |
Summary of Weighted Average Potential Common Shares Excluded from Diluted Loss Per Common Share | The following table summarizes the weighted-average potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive: Three Months Ended November 30, Nine Months Ended November 30, 2023 2022 2023 2022 Series B-1 common stock 94 94 94 94 Series B-2 common stock 3,372,184 3,372,184 3,372,184 3,372,184 Restricted common units Series 2 2,627,724 2,627,724 2,627,724 2,627,724 Warrants 29,079,872 29,079,872 29,079,872 29,079,872 Common Units 32,879,559 33,126,073 32,954,797 33,350,756 Performance-based options 1,334,919 4,832,802 1,215,252 3,986,158 Time-based options 1,038,513 — 901,246 — Performance-based restricted stock units 3,837,349 2,101,221 3,514,740 2,059,595 Time-based restricted stock units 8,449,869 2,303,641 9,778,141 2,404,272 Time-based restricted stock awards 187,824 — 408,881 — Units/Shares excluded from the dilution 82,807,907 77,443,611 83,852,931 76,880,655 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Summary of Estimated Grant-Date Fair Values Assumptions | The estimated grant-date fair values of the options granted or modified during the nine months ended November 30, 2023 and 2022 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Nine Months Ended November 30, 2023 2022 Expected term (in years) 0.68 - 6.25 6.25 Expected volatility 48.97 % - 56.84 % 44.17 % Risk-free interest rate 3.38 % - 5.30 % 2.91 % Expected dividend yield 0 % 0 % |
Schedule of Functional Classification in Condensed Consolidated Statements of Operations | The table below sets forth the functional classification in the Condensed Consolidated Statements of Operations of our equity-based compensation expense: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2023 2022 2023 2022 Cost of revenue $ 1,304 $ 545 $ 3,059 $ 856 Research and development 1,665 938 4,177 2,181 Sales and marketing 1,556 901 3,444 2,560 General and administrative 2,316 2,413 8,048 7,542 Total share-based compensation $ 6,841 $ 4,797 $ 18,728 $ 13,139 |
2021 Incentive Plan | |
Summary of Option Plan Activity | Activity under the 2021 Incentive Plan related to options was as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Balance, February 28, 2023 4,833 $ 8.42 8.5 Granted 1,232 4.65 Forfeited/Expired ( 3,949 ) 7.82 Balance, November 30, 2023 2,116 $ 7.36 6.8 Vested and exercisable as of November 30, 2023 807 $ 9.28 3.6 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 ( 966 ) 9.85 Balance, November 30, 2022 4,833 $ 8.42 8.7 Vested and exercisable as of November 30, 2022 573 $ 9.82 5.2 |
Schedule of Restricted Equity Plan | Activity under the 2021 Incentive Plan related to RSUs and RSAs was as follows: Number of Units Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2023 6,475 $ 8.44 2.4 Granted 12,235 5.26 Added by performance factor 39 9.02 Released ( 1,968 ) 8.36 Canceled and forfeited ( 3,079 ) 6.83 Balance, November 30, 2023 13,702 $ 5.77 2.1 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 5,645 7.45 Added by performance factor 300 12.87 Released ( 870 ) 12.12 Canceled and forfeited ( 560 ) 10.00 Balance, November 30, 2022 6,618 $ 8.46 2.6 |
2021 Incentive Plan | Cash-Settled Units | |
Schedule of Restricted Equity Plan | Activity under the 2021 Incentive Plan related to cash-settled RSUs was as follows: Number of Units Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (in years) Balance, February 28, 2023 25 $ 6.07 2.6 Granted 24 5.60 Released ( 8 ) 6.07 Canceled and forfeited ( 4 ) 5.96 Balance, November 30, 2023 37 $ 5.78 2.3 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, November 30, 2022 25 $ 6.07 2.8 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Leases [Abstract] | |
Classifications of Estimated ROU Assets, Net and Lease Liabilities | The following tables present the amounts and classifications of our estimated ROU assets, net and lease liabilities: ($ in thousands) Balance Sheet Location November 30, 2023 February 28, 2023 Operating lease right-of-use assets Operating lease right-of-use assets $ 21,580 $ 18,758 Finance lease right-of-use asset Property and equipment, net 4,175 3,358 Total right-of-use assets $ 25,755 $ 22,116 ($ in thousands) Balance Sheet Location November 30, 2023 February 28, 2023 Operating lease liability - current Current portion of operating lease obligations $ 7,317 $ 7,622 Operating lease liability Operating lease obligations 17,959 15,379 Finance lease liability - current Current portion of finance lease obligations 1,120 2,582 Finance lease liability Finance lease obligations 3,188 1,049 Total lease liabilities $ 29,584 $ 26,632 |
Summary of Lease Cost | The following table summarizes our total lease cost: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2023 2022 2023 2022 Finance lease cost: Amortization of right-of-use asset $ 135 $ 508 $ 1,319 $ 1,686 Interest on lease liability 23 35 124 161 Finance lease cost 158 543 1,443 1,847 Operating lease cost: Operating lease cost 1,722 2,239 5,452 5,505 Variable lease cost 823 510 2,674 3,810 Sublease income ( 209 ) ( 46 ) ( 440 ) ( 482 ) Operating net lease cost 2,336 2,703 7,686 8,833 Total net lease cost $ 2,494 $ 3,246 $ 9,129 $ 10,680 Short-term lease expense was immaterial for the three and nine months ended November 30, 2023 . There was no short-term lease expense for the three and nine months ended November 30, 2022 . |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: Nine Months Ended November 30, ($ in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 6,378 $ 7,365 |
Weighted-average Remaining Lease Terms and Discount Rates of Leases | The following table presents the weighted-average remaining lease terms and discount rates of our leases: Nine Months Ended November 30, 2023 2022 Weighted-average remaining lease term (in years): Finance lease 4.14 0.69 Operating lease 3.98 3.77 Weighted-average discount rate: Finance lease 7.66 % 9.20 % Operating lease 6.95 % 5.43 % |
Undiscounted Future Cash Flows Utilized in Calculation of Lease Liabilities | Lease Liability Maturity Analysis The following table reflects the undiscounted future cash flows utilized in the calculation of the lease liabilities as of November 30, 2023: ($ in thousands) Operating Leases Finance Leases December 2023 - February 2024 $ 2,315 $ 391 2025 8,483 1,357 2026 6,647 1,256 2027 5,462 748 2028 3,299 748 Thereafter 2,927 561 Total 29,133 5,061 Less: Present value discount ( 3,857 ) ( 753 ) Lease liabilities $ 25,276 $ 4,308 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Nov. 30, 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: Nine Months Ended November 30, (In thousands) 2023 2022 Supplemental cash flow information - Cash paid for: Interest $ 76,748 $ 29,325 Income taxes 6,232 7,669 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities 1,053 263 Right-of-use assets obtained in exchange for operating lease obligations 8,708 2,559 Shares withheld for taxes on vesting of restricted stock 3,059 1,593 Conversion of Common Units to Class A Common Stock 836 1,809 |
Accounting Standards - Addition
Accounting Standards - Additional Information (Details) | 9 Months Ended |
Nov. 30, 2023 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Basis points | 1% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 24 Months Ended | ||||||
Dec. 05, 2022 | Sep. 01, 2022 | May 31, 2022 | Mar. 02, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Sep. 02, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | |
Business Acquisition [Line Items] | ||||||||||
Line of credit facility, additional borrowing amount | $ 190,000 | |||||||||
Acquisition-related expenses | $ 9 | $ 1,969 | $ 416 | $ 14,313 | ||||||
Logistyx Technologies, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, purchase price | $ 185,000 | |||||||||
Cash payment | $ 54,000 | $ 37,400 | 90,000 | $ 95,000 | ||||||
Business combination working capital adjustment | $ 3,600 | (2,550) | ||||||||
Business combination additional payment for working capital | $ 1,100 | |||||||||
Expenses related to business combination | $ 4,100 | |||||||||
Acquisition-related expenses | 1,600 | |||||||||
Logistyx Technologies, LLC | Advisory Fees and Other Expenses Member | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition-related expenses | $ 500 |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration Paid for Acquisition (Details) - Logistyx Technologies, LLC - USD ($) $ in Thousands | Sep. 01, 2022 | Mar. 02, 2022 |
Business Acquisition [Line Items] | ||
Cash consideration | $ 153,090 | |
Cash repayment of debt | 29,777 | |
Cash paid for seller transaction costs | 489 | |
Working capital adjustment | $ 3,600 | (2,550) |
Estimated consideration paid | $ 180,806 |
Acquisitions - Schedule of Fina
Acquisitions - Schedule of Final Purchase Price Allocation (Details) - USD ($) $ in Thousands | Nov. 30, 2023 | Feb. 28, 2023 | Mar. 02, 2022 | Feb. 28, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,846,263 | $ 2,927,807 | $ 3,756,871 | |
Logistyx Technologies, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash and cash and 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 revenue | (10,747) | |||
Non-current liabilities | (158) | |||
Total assets acquired and liabilities assumed | $ 180,806 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Value of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Mar. 02, 2022 | Nov. 30, 2023 | Feb. 28, 2023 | |
Trade Name | |||
Business Acquisition [Line Items] | |||
Weighted Average Useful Lives | 1 year | 1 year | |
Client Relationships | |||
Business Acquisition [Line Items] | |||
Weighted Average Useful Lives | 13 years 8 months 12 days | 13 years 9 months 18 days | |
Backlog | |||
Business Acquisition [Line Items] | |||
Weighted Average Useful Lives | 2 years 6 months | 2 years 6 months | |
Logistyx Technologies, LLC | |||
Business Acquisition [Line Items] | |||
Fair value of intangible assets | $ 66,800 | ||
Logistyx Technologies, LLC | Trade Name | |||
Business Acquisition [Line Items] | |||
Weighted Average Useful Lives | 1 year | ||
Fair value of intangible assets | $ 500 | ||
Logistyx Technologies, LLC | Developed Technology | |||
Business Acquisition [Line Items] | |||
Weighted Average Useful Lives | 6 years 4 months 24 days | ||
Fair value of intangible assets | $ 33,500 | ||
Logistyx Technologies, LLC | Client Relationships | |||
Business Acquisition [Line Items] | |||
Weighted Average Useful Lives | 13 years | ||
Fair value of intangible assets | $ 32,000 | ||
Logistyx Technologies, LLC | Backlog | |||
Business Acquisition [Line Items] | |||
Weighted Average Useful Lives | 2 years 6 months | ||
Fair value of intangible assets | $ 800 |
Liquidity and Capital Resources
Liquidity and Capital Resources - Additional Information (Details) - USD ($) $ in Thousands | Nov. 30, 2023 | Feb. 28, 2023 | Nov. 30, 2022 |
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | $ 110,279 | $ 93,032 | $ 85,688 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Nov. 30, 2023 | Feb. 28, 2023 | Feb. 28, 2022 |
Receivables [Abstract] | |||
Accounts receivable | $ 110,510 | $ 153,618 | |
Unbilled receivables | 23,138 | 25,481 | |
Less: Allowance for credit losses | (6,318) | (4,290) | $ (3,055) |
Accounts receivable, net | $ 127,330 | $ 174,809 |
Accounts Receivable - Schedul_2
Accounts Receivable - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 2023 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Balance | $ (4,290) | $ (3,055) |
Additions | (4,276) | (2,185) |
Write-offs | 2,248 | 1,217 |
Balance | $ (6,318) | (4,290) |
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 | Nov. 30, 2023 | Feb. 28, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid software and hardware license and maintenance fees | $ 9,576 | $ 9,103 |
Income and other taxes receivable | 4,647 | 4,618 |
Prepaid insurance | 1,800 | 1,337 |
Deferred commissions | 6,498 | 4,771 |
Prepaid marketing | 1,022 | 1,037 |
Security deposits | 1,109 | 2,377 |
Other prepaid expenses and other current assets | 5,831 | 1,957 |
Total prepaid expenses and other current assets | $ 30,483 | $ 25,200 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 USD ($) | Nov. 30, 2022 USD ($) | Aug. 31, 2023 ReportingUnit | Nov. 30, 2023 USD ($) | Nov. 30, 2022 USD ($) | Feb. 28, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Goodwill impairment charge | $ | $ 687,700,000 | $ 0 | $ 1,097,741,000 | $ 514,816,000 | $ 901,566,000 | |
Number of reporting unit | ReportingUnit | 1 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes In Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | ||
Goodwill [Line Items] | ||||||
Beginning balance | $ 2,927,807,000 | $ 3,756,871,000 | $ 3,756,871,000 | |||
Disposition | [1] | (1,306,000) | ||||
Impairment charge | $ (687,700,000) | $ 0 | (1,097,741,000) | $ (514,816,000) | (901,566,000) | |
Currency translation adjustment | (16,197,000) | (44,483,000) | ||||
Ending balance | $ 1,846,263,000 | $ 1,846,263,000 | 2,927,807,000 | |||
BluJay Acquisition | ||||||
Goodwill [Line Items] | ||||||
Goodwill acquisition adjustment | [2] | (5,455,000) | ||||
Logistyx Acquisition | ||||||
Goodwill [Line Items] | ||||||
Acquisitions | [3] | $ 123,746,000 | ||||
[1] 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. Represents the goodwill acquired in the Logistyx Acquisition as of March 2, 2022 and subsequent purchase price adjustments. See Note 3, Acquisitions for additional information. |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 2023 | |
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Cost | $ 1,250,092 | $ 1,244,357 |
Definite-lived intangible assets, Accumulated Amortization | (439,777) | (303,233) |
Definite-lived intangible assets, Net | 810,315 | 941,124 |
Total intangible assets, Cost | 1,326,092 | 1,354,357 |
Total intangible assets, Net | $ 886,315 | $ 1,051,124 |
Client Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 13 years 8 months 12 days | 13 years 9 months 18 days |
Definite-lived intangible assets, Cost | $ 503,157 | $ 500,975 |
Definite-lived intangible assets, Accumulated Amortization | (175,617) | (118,520) |
Definite-lived intangible assets, Net | $ 327,540 | $ 382,455 |
Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 7 years 3 months 18 days | 7 years 3 months 18 days |
Definite-lived intangible assets, Cost | $ 692,142 | $ 688,739 |
Definite-lived intangible assets, Accumulated Amortization | (245,485) | (170,178) |
Definite-lived intangible assets, Net | $ 446,657 | $ 518,561 |
Content Library | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 10 years | 10 years |
Definite-lived intangible assets, Cost | $ 50,000 | $ 50,000 |
Definite-lived intangible assets, Accumulated Amortization | (14,122) | (10,372) |
Definite-lived intangible assets, Net | $ 35,878 | $ 39,628 |
Trade Name | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 1 year | 1 year |
Definite-lived intangible assets, Cost | $ 3,993 | $ 3,843 |
Definite-lived intangible assets, Accumulated Amortization | $ (3,993) | $ (3,843) |
Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives | 2 years 6 months | 2 years 6 months |
Definite-lived intangible assets, Cost | $ 800 | $ 800 |
Definite-lived intangible assets, Accumulated Amortization | (560) | (320) |
Definite-lived intangible assets, Net | $ 240 | $ 480 |
Trademark / Trade name | ||
Finite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | Indefinite | Indefinite |
Indefinite-lived intangible assets | $ 76,000 | $ 110,000 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charge for intangible assets | $ 30,000 | $ 0 | $ 34,000 | $ 0 |
Intangible assets amortization expense | 44,600 | $ 44,400 | 134,100 | $ 136,400 |
Trademark / Trade name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charge for intangible assets | $ 30,000 | $ 34,000 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Nov. 30, 2023 | Feb. 28, 2023 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
December 2023 - February 2024 | $ 44,857 | |
2025 | 148,332 | |
2026 | 117,238 | |
2027 | 117,238 | |
2028 | 92,306 | |
Thereafter | 290,344 | |
Definite-lived intangible assets, Net | $ 810,315 | $ 941,124 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Nov. 30, 2023 | Feb. 28, 2023 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 150,826 | $ 126,592 |
Software development costs | 49,236 | 35,631 |
Less accumulated depreciation and amortization | (80,802) | (54,116) |
Property and equipment, net | 70,024 | 72,476 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 61,961 | 52,296 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 27,054 | 26,430 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 3,262 | 3,032 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 9,313 | $ 9,203 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation expense | $ 9,000 | $ 8,100 | $ 26,700 | $ 23,400 | |
Capitalized software costs | 49,236 | 49,236 | $ 35,631 | ||
Amortization of capitalized software development costs | $ 2,400 | $ 1,400 | $ 6,700 | $ 3,600 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 9 Months Ended | ||
May 31, 2022 | Feb. 28, 2022 | May 31, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Schedule of Investments [Line Items] | |||||
Payments made to acquire minority investments | $ 2,500,000 | $ 2,500,000 | $ 3,000,000 | ||
Minority investment amount | $ 5,000,000 | ||||
Impairment charges | $ 0 | ||||
Transaction fees | |||||
Schedule of Investments [Line Items] | |||||
Minority 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 | Nov. 30, 2023 | Feb. 28, 2023 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 31,589 | $ 40,365 |
Accrued severance and retention | 1,071 | 937 |
Trade accounts payable | 29,719 | 32,859 |
Accrued litigation | 1,690 | 400 |
Accrued professional services | 3,897 | 3,346 |
Restructuring liability | 146 | 213 |
Interest payable | 5,324 | |
Client deposits | 2,630 | 2,574 |
Tax receivable agreement liability | 1,691 | |
Other | 10,763 | 11,473 |
Total accounts payable and accrued liabilities | $ 83,196 | $ 97,491 |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Feb. 04, 2021 | Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | |
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% | 15% | ||||
Imputed interest rate | 7% | |||||
Basis points | 1% | |||||
Tax receivable agreement liability | $ 61.4 | $ 61.4 | $ 69.7 | |||
Tax receivable agreement tax rate | 24.20% | 24.20% | 24.20% | |||
Business combination discount rate for ASC 805 calculation | 10% | 10% | 9.70% | |||
Increase in ASC 450 liability | $ 0.7 | $ 0.7 | ||||
Change in tax receivable agreement liability | $ 2.9 | $ 2.7 | $ 8.4 | $ 9.1 | ||
LIBOR Rate | ||||||
Tax Receivable Agreement [Line Items] | ||||||
Basis points | 1% |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable Outstanding (Details) - USD ($) $ in Thousands | Nov. 30, 2023 | Feb. 28, 2023 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 1,070,325 | $ 1,078,692 |
Less unamortized debt issuance costs | (20,295) | (23,912) |
Total notes payable, net | 1,050,030 | 1,054,780 |
Less current portion | (11,122) | (11,144) |
Notes payable, less current portion, net | 1,038,908 | 1,043,636 |
Notes Payable | Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 347 | 492 |
Notes Payable | 2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 1,069,978 | $ 1,078,200 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 01, 2023 | Feb. 04, 2021 | Feb. 28, 2021 | May 31, 2022 | Aug. 31, 2021 | Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2023 | Mar. 31, 2023 | Apr. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||||||||||
Line of credit, sublimit | $ 15,000 | |||||||||||
Line of credit facility, additional borrowing amount | $ 190,000 | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1% | |||||||||||
Repayment of outstanding balance | $ 8,366 | $ 103,174 | ||||||||||
Zero Cost Interest Rate Collars | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notional interest rate collar amount | $ 200,000 | $ 300,000 | ||||||||||
LIBOR Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1% | |||||||||||
Term Loans | SOFR Rate | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |||||||||||
Term Loans | SOFR Rate | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||||||||
Revolving Loans | SOFR Rate | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||||
Revolving Loans | SOFR Rate | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3% | |||||||||||
Revolving Loans | SONIA Rate | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||||
Revolving Loans | SONIA Rate | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3% | |||||||||||
2021 Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit, maximum borrowing capacity | 75,000 | $ 0 | $ 0 | $ 155,000 | ||||||||
Line of credit, sublimit | 15,000 | 30,000 | ||||||||||
Line of credit facility, mature date | Feb. 04, 2026 | |||||||||||
Line of credit, available borrowing capacity | $ 155,000 | 155,000 | ||||||||||
2021 Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit, maximum borrowing capacity | $ 525,000 | $ 1,070,000 | $ 1,078,200 | |||||||||
Line of credit, frequency of payments | quarterly | |||||||||||
Line of credit, installments amount | $ 1,300 | $ 2,700 | $ 2,300 | |||||||||
Line of credit facility, mature date | Feb. 04, 2028 | |||||||||||
Line of credit, minimum additional borrowing amount | $ 2,000 | |||||||||||
Interest rate | 8.96% | 8.08% | ||||||||||
2021 Term Loan | SOFR Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||||||||
2021 Term Loan | LIBOR Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||||||||
Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, additional borrowing amount | $ 190,000 | $ 380,000 | ||||||||||
2021 Term Loan and Revolving Credit Facility | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||||||||
2021 Term Loan and Revolving Credit Facility | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.375% | |||||||||||
2021 Term Loan and Revolving Credit Facility | NYFRB Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||
2021 Term Loan and Revolving Credit Facility | Eurodollar | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Description of Variable Rate Basis | one month interest period plus 1% | |||||||||||
2021 Term Loan and Revolving Credit Facility | SOFR Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Description of Variable Rate Basis | Beginning July 1, 2023, the Eurocurrency Rate ceased to be applicable and was replaced by the SOFR Rate. The adjusted SOFR Rate shall be the SOFR Rate plus 0.11448% for a one-month interest rate loan, 0.26161% for a three-month interest rate loan and 0.42826% for a six-month interest rate loan. | |||||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Base Rate | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Base Rate | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Eurodollar | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |||||||||||
2021 Term Loan and Revolving Credit Facility | Term Loans | Eurodollar | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Base Rate | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Base Rate | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2% | |||||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Eurodollar | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||||
2021 Term Loan and Revolving Credit Facility | Revolving Loans | Eurodollar | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3% | |||||||||||
2021 Term Loan and Revolving Credit Facility | One-month Interest Rate Loan | SOFR Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.11448% | |||||||||||
2021 Term Loan and Revolving Credit Facility | Three-month Interest Rate Loan | SOFR Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.26161% | |||||||||||
2021 Term Loan and Revolving Credit Facility | Six-month Interest Rate Loan | SOFR Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.42826% |
Contingent Consideration - Addi
Contingent Consideration - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | |
Business Acquisition Contingent Consideration [Line Items] | |||||
Contingent consideration liability | $ 14,200 | $ 14,200 | $ 29,500 | ||
Contingent consideration liability remeasured gain | $ 5,100 | $ 6,300 | $ 15,400 | $ 17,800 | |
RCUs | |||||
Business Acquisition Contingent Consideration [Line Items] | |||||
Vesting period | 10 years | ||||
Series B-2 common stock | |||||
Business Acquisition Contingent Consideration [Line Items] | |||||
Common stock, shares outstanding | 3,372,184 | 3,372,184 | 3,372,184 | ||
Common stock, terms of conversion, description | The Series B-2 common stock will automatically convert into Class A Common Stock on a one-to-one basis | ||||
Common stock conversion price | $ 15 | ||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 15 | ||||
Vesting period | 10 years | ||||
Series 2 RCUs | |||||
Business Acquisition Contingent Consideration [Line Items] | |||||
Common stock, shares outstanding | 2,627,724 | 2,627,724 | 2,627,724 | ||
Common stock conversion price | $ 15 | ||||
Share price per share shall be decreased if dividends paid to class A common stock | $ 15 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | ||||
Mar. 31, 2023 | Mar. 24, 2023 | Mar. 17, 2023 | Nov. 30, 2023 | Apr. 06, 2023 | |
Foreign Exchange Forward Contracts | |||||
Derivative [Line Items] | |||||
Losses on forward foreign currency derivative instruments, net of tax | $ 0.1 | ||||
Interest Rate Collar Agreements | |||||
Derivative [Line Items] | |||||
Initiation date of derivative collars | Mar. 17, 2023 | ||||
Maturity date of derivative collars | Mar. 31, 2026 | ||||
Notional amount of derivative | $ 200 | ||||
Cap interest rate | 4.75% | ||||
Floor interest rate | 2.57% | ||||
Additonal Interest Rate Collar | |||||
Derivative [Line Items] | |||||
Notional amount of derivative | $ 100 | ||||
Cap interest rate | 4.50% | ||||
Floor interest rate | 2.56% | ||||
Initiation date of derivative additional collar | Mar. 24, 2023 | ||||
Cash Flow Hedges | Foreign Exchange Forward Contracts | Minimum | |||||
Derivative [Line Items] | |||||
Derivative term of contract at inception | 1 month | ||||
Cash Flow Hedges | Foreign Exchange Forward Contracts | Maximum | |||||
Derivative [Line Items] | |||||
Derivative term of contract at inception | 24 months | ||||
Derivative term of contract | 9 months |
Financial Instruments - Condens
Financial Instruments - Condensed Consolidated Balance Sheets Location and Estimated Fair Values of Foreign Currency Forward Contracts (Details) - Foreign Exchange Forward Contracts - USD ($) $ in Thousands | Nov. 30, 2023 | Feb. 28, 2023 |
Accounts Payable and Accrued Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Amount of derivative instrument fair values | $ (127) | $ (659) |
Other Noncurrent Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Amount of derivative instrument fair values | $ 0 | $ (197) |
Financial Instruments - Conde_2
Financial Instruments - Condensed Consolidated Balance Sheets Location and Estimated Fair Value of Collars (Details) - USD ($) $ in Thousands | Nov. 30, 2023 | Apr. 06, 2023 | Mar. 31, 2023 |
Interest Rate Collar Agreements | |||
Derivatives, Fair Value [Line Items] | |||
Notional | $ 200,000 | ||
Additonal Interest Rate Collar | |||
Derivatives, Fair Value [Line Items] | |||
Notional | $ 100,000 | ||
Prepaid Expenses and Other Current Assets | Interest Rate Collar Agreements | |||
Derivatives, Fair Value [Line Items] | |||
Notional | $ 200,000 | ||
Amount of derivative instrument fair values | 401 | ||
Prepaid Expenses and Other Current Assets | Additonal Interest Rate Collar | |||
Derivatives, Fair Value [Line Items] | |||
Notional | 100,000 | ||
Amount of derivative instrument fair values | 332 | ||
Other Noncurrent Assets | Interest Rate Collar Agreements | |||
Derivatives, Fair Value [Line Items] | |||
Notional | 200,000 | ||
Amount of derivative instrument fair values | 535 | ||
Other Noncurrent Assets | Additonal Interest Rate Collar | |||
Derivatives, Fair Value [Line Items] | |||
Notional | 100,000 | ||
Amount of derivative instrument fair values | $ 443 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Investments (Details) - Asset-backed Securities - USD ($) $ in Thousands | Nov. 30, 2023 | Feb. 28, 2023 |
Marketable Securities [Line Items] | ||
Cost | $ 162 | $ 162 |
Gross Unrealized Gains | 47 | 35 |
Fair Value | $ 209 | $ 197 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Nov. 30, 2023 | Feb. 28, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | $ 209 | $ 197 |
Total other assets | 1,711 | |
Total assets | 1,920 | 197 |
Total liabilities | 69,960 | 113,195 |
Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 209 | 197 |
Forward Currency Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 127 | 856 |
Interest rate collar agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total other assets | 1,711 | |
Cash-settled Restricted Stock Units | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 16 | 21 |
Tax Receivable Agreement Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 44,799 | 53,154 |
Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 10,830 | 29,616 |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 14,188 | 29,548 |
Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 7,916 | 16,941 |
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 | 16 | 21 |
Fair Value, Inputs, Level 1 | Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 7,900 | 16,920 |
Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 209 | 197 |
Total other assets | 1,711 | |
Total assets | 1,920 | 197 |
Total liabilities | 127 | 856 |
Fair Value, Inputs, Level 2 | Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 209 | 197 |
Fair Value, Inputs, Level 2 | Forward Currency Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 127 | 856 |
Fair Value, Inputs, Level 2 | Interest rate collar agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total other assets | 1,711 | |
Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 61,917 | 95,398 |
Fair Value, Inputs, Level 3 | Tax Receivable Agreement Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 44,799 | 53,154 |
Fair Value, Inputs, Level 3 | Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 2,930 | 12,696 |
Fair Value, Inputs, Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 14,188 | $ 29,548 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Beginning and Ending Balances of Acquisition Related Accrued Earn-Outs Using Significant Unobservable Inputs (Level 3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Gain from fair value of contingent consideration | $ (5,100) | $ (6,300) | $ (15,360) | $ (17,760) | |
Fair Value, Inputs, Level 3 | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Beginning of period | 29,548 | $ 45,568 | $ 45,568 | ||
Gain from fair value of contingent consideration | (15,360) | (16,020) | |||
End of period | $ 14,188 | $ 14,188 | $ 29,548 |
Fair Value Measurement - Reco_2
Fair Value Measurement - Reconciliation of Liability Measured at Fair Value (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 2023 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | $ 29,548 | $ 45,568 |
End of period | 14,188 | 29,548 |
Tax Receivable Agreement Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | 53,154 | 50,268 |
(Gain) loss from fair value of tax receivable agreement liability and warrant liability | (8,355) | 2,886 |
End of period | 44,799 | 53,154 |
Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning of period | 29,616 | 67,139 |
(Gain) loss from fair value of tax receivable agreement liability and warrant liability | (18,786) | (37,523) |
End of period | $ 10,830 | $ 29,616 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Fair value transfer between levels | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 157,497 | $ 164,893 | $ 476,105 | $ 485,950 |
Americas | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 133,018 | 139,468 | 401,842 | 410,100 |
Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 19,404 | 20,120 | 58,678 | 59,049 |
Asia Pacific | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 5,075 | $ 5,305 | $ 15,585 | $ 16,801 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | |
Disaggregation Of Revenue [Line Items] | |||||
Total revenue | $ 157,497 | $ 164,893 | $ 476,105 | $ 485,950 | |
Contract with customer asset | 23,100 | 23,100 | $ 25,500 | ||
Deferred revenue | 179,100 | 179,100 | 206,300 | ||
Deferred revenue, revenue recognized | 19,600 | 156,300 | |||
Subscriptions | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenue | 132,800 | 134,884 | 402,437 | 396,052 | |
Sales and Marketing Expense | |||||
Disaggregation Of Revenue [Line Items] | |||||
Amortization expense | 1,700 | 1,000 | 4,500 | 2,900 | |
Prepaid Expenses and Other Current Assets and Other Noncurrent Assets | |||||
Disaggregation Of Revenue [Line Items] | |||||
Capitalized sales commissions | 19,700 | 19,700 | $ 16,000 | ||
Americas | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenue | 133,018 | 139,468 | 401,842 | 410,100 | |
Europe | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenue | 19,404 | 20,120 | 58,678 | 59,049 | |
Asia Pacific | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total revenue | $ 5,075 | $ 5,305 | $ 15,585 | $ 16,801 | |
Revenue | Geographic Concentration | United States | |||||
Disaggregation Of Revenue [Line Items] | |||||
Concentration risk percentage | 84% | 83% | 84% | 83% |
Revenue - Additional Informat_2
Revenue - Additional Information1 (Details) - USD ($) $ in Millions | Nov. 30, 2023 | Feb. 28, 2023 |
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 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-12-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligation amount | $ 806 | |
Revenue remaining performance obligation expected period | 5 years |
Severance and Exit Costs - Sche
Severance and Exit Costs - Schedule of Severance and Exit Costs Included in Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Restructuring and Related Activities [Abstract] | ||||
Severance | $ (9) | $ 534 | $ 350 | $ 4,224 |
Lease exits | 81 | (38) | 316 | |
Total severance and exit costs | $ (9) | $ 615 | $ 312 | $ 4,540 |
Severance and Exit Costs - Addi
Severance and Exit Costs - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 10, 2023 | Sep. 27, 2023 | Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | |
Restructuring Cost And Reserve [Line Items] | |||||||
Total severance expense | $ (9) | $ 534 | $ 350 | $ 4,224 | |||
Acquisition and Non-Acquisition Related Severance Payments | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Total severance expense | 4,400 | $ 1,000 | 7,900 | $ 5,700 | |||
Restructuring Liability | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Accounts payable and accrued liabilities | 100 | 100 | $ 200 | ||||
Restructuring Severance Liability | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Accounts payable and accrued liabilities | $ 1,100 | $ 1,100 | $ 900 | ||||
Chief Operating Officer | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Total severance expense | $ 900 | ||||||
Chief Executive Officer | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Total severance expense | $ 1,300 |
Severance and Exit Costs - Sc_2
Severance and Exit Costs - Schedule of Changes in Severance and Exit Cost Accruals (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2023 | Feb. 28, 2023 | ||
Restructuring and Related Activities [Abstract] | |||
Beginning of period | $ 1,150 | $ 2,687 | |
Payments | (3,679) | (6,225) | |
Impairment of right-of-use assets | (421) | ||
Disposition | [1] | (162) | |
Expenses | 3,746 | 5,271 | |
End of period | $ 1,217 | $ 1,150 | |
[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 ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | |
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 29,079,872 | 29,079,872 | 29,079,872 | ||
Warrant exercise price per share | $ 11.5 | $ 11.5 | $ 11.5 | ||
Warrants expiration term | 5 years | 5 years | 5 years | ||
Warrant liability | $ 10,830 | $ 10,830 | $ 29,616 | ||
Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Gain from change in fair value of warrant liability | $ 2,617 | $ 16,150 | $ 18,786 | $ 36,764 | |
Private Placement | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 10,280,000 | 10,280,000 | 10,280,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 9 Months Ended | |
Nov. 30, 2023 Vote $ / shares shares | Feb. 28, 2023 $ / shares shares | |
Class of Stock [Line Items] | ||
Treasury stock, shares | 176,654 | 176,654 |
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 | 304,564,709 | 302,582,007 |
Common stock, shares outstanding | 304,388,055 | 302,405,353 |
Class V Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 42,747,890 | |
Common stock, par value | $ / shares | $ 0.0001 | |
Common stock, shares issued | 32,722,920 | 32,992,007 |
Common stock, shares outstanding | 32,722,920 | 32,992,007 |
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 stock, shares | 10,024,970 | 9,755,883 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Details) | 9 Months Ended | |
Nov. 30, 2023 shares | ||
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares outstanding | 302,405,353 | |
Conversion of Common Units | 269,087 | [1] |
Vesting of restricted awards, net of shares withheld for taxes | 1,304,734 | [2] |
Issaunce of common stock pursuant to stock-based awards | 408,881 | [3] |
Common stock, shares, outstanding | 304,388,055 | |
Class V | ||
Class of Stock [Line Items] | ||
Common stock, shares outstanding | 32,992,007 | |
Conversion of Common Units | (269,087) | [1] |
Common stock, shares, outstanding | 32,722,920 | |
Series B-1 | ||
Class of Stock [Line Items] | ||
Common stock, shares outstanding | 94 | |
Common stock, shares, outstanding | 94 | |
Series B-2 | ||
Class of Stock [Line Items] | ||
Common stock, shares outstanding | 3,372,184 | |
Common stock, shares, outstanding | 3,372,184 | |
[1] Class A Common Stock issued for the conversion of Common Units settled in stock. Class V Common Stock are retired on a one-for-one basis when Common Units are converted into Class A Common Stock or settled in cash. The Class A Common Stock withheld for taxes revert back to the 2021 Incentive Plan, as defined below, and are used for future grants. See Note 28, Subsequent Events for information related to Common Units converted to Class A Common Stock after November 30, 2023. Issuance of Class A Common Stock associated with the restricted stock award grants. |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | |
Minority Interest [Line Items] | |||||
Number of common units settled in cash | 218,891 | 218,891 | |||
Cash payment for redemption of Common Units | $ 1.4 | $ 1.4 | |||
Decrease to noncontrolling interests | $ 0.8 | $ 0.6 | $ 0.8 | $ 3.2 | |
E2open Holdings, LLC | |||||
Minority Interest [Line Items] | |||||
Noncontrolling interest percentage | 9.70% | 9.70% | 9.80% | ||
Noncontrolling interest number of common units held by participants | 32,700,000 | 32,700,000 | 33,000,000 | ||
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 | 269,087 | 100,000 | 269,087 | 249,941 | |
E2open Holdings, LLC | Class A Ordinary Shares | Common Stock | |||||
Minority Interest [Line Items] | |||||
Conversion of stock, amount issued | $ 0.8 | $ 0.6 | $ 0.8 | $ 1.8 | |
E2open Holdings, LLC | Class V common stock | |||||
Minority Interest [Line Items] | |||||
Conversion of stock, shares issued | 1 |
Other Comprehensive Loss - Accu
Other Comprehensive Loss - Accumulated Other Comprehensive Loss in Equity Section of Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Nov. 30, 2023 | Aug. 31, 2023 | May 31, 2023 | Nov. 30, 2022 | Aug. 31, 2022 | May 31, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Begining Balance | $ (68,603) | $ (68,603) | ||||||
Other comprehensive gain | 22,711 | |||||||
Total other comprehensive income (loss), net | $ 307 | $ 14,234 | 8,170 | $ 13,949 | $ (41,962) | $ (30,700) | 22,711 | $ (58,713) |
Ending Balance | (45,892) | (45,892) | ||||||
Foreign Currency Translation Adjustment | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Begining Balance | (67,747) | (67,747) | ||||||
Other comprehensive gain | 20,271 | |||||||
Total other comprehensive income (loss), net | 20,271 | |||||||
Ending Balance | (47,476) | (47,476) | ||||||
Unrealized Holding (Losses) Gains on Derivatives | Foreign Exchange Forward Contracts | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Begining Balance | $ (856) | (856) | ||||||
Other comprehensive gain | 729 | |||||||
Total other comprehensive income (loss), net | 729 | |||||||
Ending Balance | (127) | (127) | ||||||
Unrealized Holding (Losses) Gains on Derivatives | Interest Rate Collar Agreements | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Other comprehensive gain | 1,711 | |||||||
Total other comprehensive income (loss), net | 1,711 | |||||||
Ending Balance | $ 1,711 | $ 1,711 |
Other Comprehensive Loss - Addi
Other Comprehensive Loss - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Nov. 30, 2023 | Nov. 30, 2023 | |
Statement of Other Comprehensive Income [Abstract] | ||
Income taxes recorded to other comprehensive loss | $ 0 | $ 0 |
Other Comprehensive Loss - Sche
Other Comprehensive Loss - Schedule of Effect of Amounts Reclassified Out of Unrealized Holding Losses for Foreign Exchange Forward Contracts Into Net Loss (Details) - Unrealized Holding Losses on Derivatives - Foreign Exchange Forward Contracts - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified out of unrealized holding losses | $ 88 | $ 250 | $ 305 | $ 250 |
Cost of Revenue | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified out of unrealized holding losses | 36 | 105 | 127 | 105 |
Research and Development | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified out of unrealized holding losses | 35 | 94 | 119 | 94 |
Sales and Marketing | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified out of unrealized holding losses | 2 | 3 | 6 | 3 |
General and Administrative | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified out of unrealized holding losses | $ 15 | $ 48 | $ 53 | $ 48 |
Other Comprehensive Loss - Sc_2
Other Comprehensive Loss - Schedule of Effect of Amounts Reclassified Out of Unrealized Gains for Interest Rate Collars as Offset to Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Nov. 30, 2023 | Nov. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts reclassified out of unrealized gains | $ (498) | $ (1,059) |
$100 million Notional Interest Rate Collar | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts reclassified out of unrealized gains | (208) | (463) |
$200 million Notional Interest Rate Collar | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts reclassified out of unrealized gains | $ (290) | $ (596) |
Other Comprehensive Loss - Sc_3
Other Comprehensive Loss - Schedule of Effect of Amounts Reclassified Out of Unrealized Gains for Interest Rate Collars as Offset to Interest Expense (Parenthetical) (Details) - USD ($) $ in Millions | Nov. 30, 2023 | Mar. 31, 2023 |
Additional Interest Rate Collars [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Notional interest rate collar amount | $ 100 | |
Zero Cost Interest Rate Collars | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Notional interest rate collar amount | $ 200 | $ 300 |
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 | 3 Months Ended | 9 Months Ended | ||||||
Nov. 30, 2023 | Aug. 31, 2023 | May 31, 2023 | Nov. 30, 2022 | Aug. 31, 2022 | May 31, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Numerator - basic: | ||||||||
Net (loss) income per share | $ (740,031) | $ (38,629) | $ (360,884) | $ 5,503 | $ (409,585) | $ (12,621) | $ (1,139,544) | $ (416,703) |
Less: Net (loss) income attributable to noncontrolling interests | (72,475) | 698 | (111,721) | (41,464) | ||||
Net (loss) income attributable to E2open Parent Holdings, Inc | (667,556) | 4,805 | (1,027,823) | (375,239) | ||||
Numerator - diluted: | ||||||||
Net (loss) income attributable to E2open Parent Holdings, Inc. - basic | (667,556) | 4,805 | (1,027,823) | (375,239) | ||||
Net (loss) income attributable to E2open Parent Holdings, Inc. - diluted | $ (667,556) | $ 4,805 | $ (1,027,823) | $ (375,239) | ||||
Denominator - basic: | ||||||||
Weighted average shares outstanding - basic | 303,848 | 302,201 | 303,188 | 301,822 | ||||
Net (loss) income per share - basic | $ (2.2) | $ 0.02 | $ (3.39) | $ (1.24) | ||||
Denominator - diluted: | ||||||||
Weighted average shares outstanding - basic | 303,848 | 302,201 | 303,188 | 301,822 | ||||
Weighted average effect of dilutive securities: | ||||||||
Weighted average shares outstanding - diluted | 303,848 | 302,359 | 303,188 | 301,822 | ||||
Diluted net (loss) income per common share | $ (2.2) | $ 0.02 | $ (3.39) | $ (1.24) | ||||
Time-Based Units | ||||||||
Weighted average effect of dilutive securities: | ||||||||
Time based restricted stock | 158 |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Weighted Average Potential Common Shares Excluded from Diluted Loss Per Common Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 82,807,907 | 77,443,611 | 83,852,931 | 76,880,655 |
Series B-1 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 94 | 94 | 94 | 94 |
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 | 3,372,184 |
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 | 2,627,724 |
Warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 29,079,872 | 29,079,872 | 29,079,872 | 29,079,872 |
Common Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 32,879,559 | 33,126,073 | 32,954,797 | 33,350,756 |
Performance Based Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 1,334,919 | 4,832,802 | 1,215,252 | 3,986,158 |
Time Based Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 1,038,513 | 901,246 | ||
Performance Based Restricted Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 3,837,349 | 2,101,221 | 3,514,740 | 2,059,595 |
Time Based Restricted Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 8,449,869 | 2,303,641 | 9,778,141 | 2,404,272 |
Time Based Restricted Stock Awards | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 187,824 | 408,881 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Oct. 11, 2023 | Oct. 10, 2023 | Nov. 30, 2023 | May 31, 2023 | May 31, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | Mar. 01, 2023 | Mar. 01, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Vesting options | 134,920 | |||||||||||
Vesting RSU's | 147,606 | |||||||||||
Subsequent Event | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Percentage of accelerated remaining unvested awards | 50% | |||||||||||
Vesting options | 189,039 | |||||||||||
Vesting RSU's | 187,325 | |||||||||||
Minimum | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Performance target percentage | 100% | 100% | ||||||||||
Performance Based Restricted Stock Units | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Vesting percentage | 25% | 50% | ||||||||||
Number of unvested shares | 3,514,740 | 3,514,740 | ||||||||||
RSUs | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Vesting period | 10 years | |||||||||||
RSUs | Minimum | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Performance target percentage | 100% | 100% | ||||||||||
RSUs | Time-Based Units | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Number of shares, vested or expected to vest | 9,778,141 | 9,778,141 | ||||||||||
RSUs | Cash-Settled Units | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Number of unvested shares | 37,479 | 37,479 | ||||||||||
Total intrinsic value of unvested units | $ 100,000 | $ 100,000 | ||||||||||
RSAs | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Number of shares, vested or expected to vest | 408,881 | 408,881 | ||||||||||
Performance Based Options | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Options outstanding | 1,215,252 | 1,215,252 | ||||||||||
Time Based Options | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Options outstanding | 901,246 | 901,246 | ||||||||||
Senior Management | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Organic growth target | 1 year | 1 year | ||||||||||
Vesting period | 2 years | 3 years | ||||||||||
Performance target percentage | 100% | |||||||||||
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% | |||||||||||
Executive Officers and Senior Management | Retention time-based RSUs | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Number of awards granted | 2,052,680 | |||||||||||
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 our 2022 Form 10-K in Item 9B., Other Information, our 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 | |||||||||||
2021 Incentive Plan | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Options outstanding | 2,116,000 | 2,116,000 | 4,833,000 | 4,833,000 | 2,524,000 | |||||||
Unrecognized compensation cost | $ 2,600,000 | $ 2,600,000 | ||||||||||
Aggregate intrinsic value of outstanding | 0 | 0 | ||||||||||
Aggregate intrinsic value of vested and expected to vest, exercisable stock option | 0 | $ 0 | ||||||||||
2021 Incentive Plan | RSUs | Cash-Settled Units | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Vesting period | 3 years | |||||||||||
Unrecognized compensation cost | $ 100,000 | $ 100,000 | ||||||||||
Number of unvested shares | 37,000 | 37,000 | 25,000 | 25,000 | ||||||||
Number of awards granted | 24,000 | 25,000 | ||||||||||
2021 Incentive Plan | RSUs and RSAs | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Unrecognized compensation cost | $ 53,200,000 | $ 53,200,000 | ||||||||||
Intrinsic value of outstanding stock option awards | $ 49,900,000 | $ 49,900,000 | ||||||||||
Number of unvested shares | 13,702,000 | 13,702,000 | 6,618,000 | 6,475,000 | 2,103,000 | |||||||
Number of awards granted | 12,235,000 | 5,645,000 | ||||||||||
2021 Incentive Plan | RSAs | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Shares available for grant | 133,780 | 133,780 | ||||||||||
2021 Incentive Plan | Mr. Andrew Appel | RSAs | Initial Six Months Term | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Vesting period | 6 months | |||||||||||
Grant value of RSA's | $ 685,000 | |||||||||||
Grant value of RSA's | 275,101 | |||||||||||
2021 Incentive Plan | Mr. Andrew Appel | RSAs | Post Initial Six Months Term | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Vesting period | 1 month | 5 months | ||||||||||
Grant value of RSA's | $ 100,000 | |||||||||||
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 | 9,290,911 | 9,290,911 | ||||||||||
2021 Incentive Plan | Class A ordinary shares | RSUs | Cash-Settled Units | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Intrinsic value of outstanding restricted stock units | $ 100,000 | $ 100,000 | ||||||||||
2021 Evergreen Incentive Plan | ||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||||
Common stock reserved for issuance | 7,304,646 | 4,849,684 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity under the 2021 Incentive Plan Related to Options (Details) - 2021 Incentive Plan - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Number of Shares, Beginning balance | 4,833 | 2,524 | 2,524 | |
Number of Shares, Granted | 1,232 | 3,275 | ||
NUmber of shares, Forfeited/Expired | (3,949) | (966) | ||
Number of Shares, Ending balance | 2,116 | 4,833 | 4,833 | 2,524 |
Number of Shares, Vested and exercisable | 807 | 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 | $ 8.42 | $ 9.83 | $ 9.83 | |
Weighted Average Exercise Price Per Share, Granted | 4.65 | 7.76 | ||
Weighted Average Exercise Price Per Share, Forfeited/Expired | 7.82 | 9.85 | ||
Weighted Average Exercise Price Per Share, Ending balance | 7.36 | 8.42 | $ 8.42 | $ 9.83 |
Weighted Average Exercise Price Per Share, Vested and exercisable | $ 9.28 | $ 9.82 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted Average Remaining Contractual Term (in years) | 6 years 9 months 18 days | 8 years 8 months 12 days | 8 years 6 months | 9 years |
Weighted Average Remaining Contractual Term (in years), Vested and exercisable | 3 years 7 months 6 days | 5 years 2 months 12 days |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Activity under the 2021 Incentive Plan Related to RSUs and RSAs (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
RSUs | Cash-Settled Units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Number of Shares, Ending balance | 37,479 | |||
2021 Incentive Plan | RSUs | Cash-Settled Units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Number of Shares, Beginning balance | 25,000 | |||
Number of Shares, Granted | 24,000 | 25,000 | ||
Number of Shares, Released | (8,000) | |||
Number of Shares, Canceled and forfeited | (4,000) | |||
Number of Shares, Ending balance | 37,000 | 25,000 | 25,000 | |
Number of Shares, Awards not vested, Beginning balance | $ 6.07 | |||
Weighted Average Market Value Per Share, Granted | 5.6 | $ 6.07 | ||
Weighted Average Market Value Per Share, Released | 6.07 | |||
Weighted Average Market Value Per Share, Canceled and forfeited | 5.96 | |||
Weighted Average Market Value Per Share, Ending balance | $ 5.78 | $ 6.07 | $ 6.07 | |
Weighted Average Remaining Contractual Term (in years) | 2 years 3 months 18 days | 2 years 9 months 18 days | 2 years 7 months 6 days | |
2021 Incentive Plan | RSUs and RSAs | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Number of Shares, Beginning balance | 6,475,000 | 2,103,000 | 2,103,000 | |
Number of Shares, Granted | 12,235,000 | 5,645,000 | ||
Number of Shares, Added by performance factor | 39,000 | 300,000 | ||
Number of Shares, Released | 1,968,000 | 870,000 | ||
Number of Shares, Canceled and forfeited | (3,079,000) | (560,000) | ||
Number of Shares, Ending balance | 13,702,000 | 6,618,000 | 6,475,000 | 2,103,000 |
Number of Shares, Awards not vested, Beginning balance | $ 8.44 | $ 12.47 | $ 12.47 | |
Weighted Average Market Value Per Share, Granted | 5.26 | 7.45 | ||
Weighted Average Market Value Per Share, Added by performance factor | 9.02 | 12.87 | ||
Weighted Average Market Value Per Share, Released | 8.36 | 12.12 | ||
Weighted Average Market Value Per Share, Canceled and forfeited | 6.83 | 10 | ||
Weighted Average Market Value Per Share, Ending balance | $ 5.77 | $ 8.46 | $ 8.44 | $ 12.47 |
Weighted Average Remaining Contractual Term (in years) | 2 years 1 month 6 days | 2 years 7 months 6 days | 2 years 4 months 24 days | 2 years 8 months 12 days |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Estimated Grant-Date Fair Values Assumptions (Details) | 9 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 3 months | |
Expected equity price volatility, minimum | 48.97% | |
Expected equity price volatility, maximum | 56.84% | |
Expected equity price volatility | 44.17% | |
Risk-free interest rate, minimum | 3.38% | |
Risk-free interest rate, maximum | 5.30% | |
Risk-free interest rate | 2.91% | |
Expected dividend yield | 0% | 0% |
Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 3 months | |
Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 8 months 4 days |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Functional Classification in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | $ 6,841 | $ 4,797 | $ 18,728 | $ 13,139 |
Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 1,304 | 545 | 3,059 | 856 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 1,665 | 938 | 4,177 | 2,181 |
Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 1,556 | 901 | 3,444 | 2,560 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | $ 2,316 | $ 2,413 | $ 8,048 | $ 7,542 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||||
Nov. 30, 2023 USD ($) Sublease | Nov. 30, 2022 USD ($) | Aug. 31, 2022 USD ($) | Nov. 30, 2023 USD ($) Sublease | Nov. 30, 2022 USD ($) | Feb. 28, 2023 USD ($) | |
Lessee Lease Description [Line Items] | ||||||
Operating lease expiration date | 2026-02 | 2030-06 | ||||
Operating lease, existence of option to extend | true | |||||
Number of subleases | Sublease | 5 | 5 | ||||
Lease deposit | $ 3,500,000 | $ 3,500,000 | $ 4,700,000 | |||
Office lease, impairment loss | $ 100,000 | $ 600,000 | ||||
Impairment of leasehold improvements | $ 1,800,000 | $ 4,100,000 | ||||
Financing lease expiration date | 2028-11 | |||||
Short-term lease expense | $ 0 | $ 0 | ||||
Early termination fee | $ 200,000 | |||||
Gain on the write-off of the remaining ROU asset and liability | $ 200,000 | $ 187,000 | ||||
Vehicle | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease expiration date | 2027-05 | |||||
Minimum | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease extended term | 2 years | |||||
Maximum | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease extended term | 5 years |
Leases - Classifications of Est
Leases - Classifications of Estimated ROU Assets, Net and Lease Liabilities (Details) - USD ($) $ in Thousands | Nov. 30, 2023 | Feb. 28, 2023 |
Lease, Cost [Abstract] | ||
Right-of-use (ROU) operating asset | $ 21,580 | $ 18,758 |
Finance lease right-of-use asset | $ 4,175 | $ 3,358 |
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 | $ 25,755 | $ 22,116 |
Operating lease liability - current | 7,317 | 7,622 |
Operating lease liability | 17,959 | 15,379 |
Finance lease liability - current | 1,120 | 2,582 |
Finance lease liability | 3,188 | 1,049 |
Total lease liabilities | $ 29,584 | $ 26,632 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Finance lease cost: | ||||
Amortization of right-of-use asset | $ 135 | $ 508 | $ 1,319 | $ 1,686 |
Interest on lease liability | 23 | 35 | 124 | 161 |
Finance lease cost | 158 | 543 | 1,443 | 1,847 |
Operating lease cost: | ||||
Operating lease cost | 1,722 | 2,239 | 5,452 | 5,505 |
Variable lease cost | 823 | 510 | 2,674 | 3,810 |
Sublease income | (209) | (46) | (440) | (482) |
Operating net lease cost | 2,336 | 2,703 | 7,686 | 8,833 |
Total net lease cost | $ 2,494 | $ 3,246 | $ 9,129 | $ 10,680 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 6,378 | $ 7,365 |
Leases - Weighted-average Remai
Leases - Weighted-average Remaining Lease Terms and Discount Rates of Leases (Details) | Nov. 30, 2023 | Nov. 30, 2022 |
Lessee, Lease, Description [Line Items] | ||
Weighted-average remaining lease term (in years): Finance lease | 4 years 1 month 20 days | 8 months 8 days |
Weighted-average remaining lease term (in years): Operating lease | 3 years 11 months 23 days | 3 years 9 months 7 days |
Weighted-average discount rate: Finance lease | 7.66% | 9.20% |
Weighted-average discount rate: Operating lease | 6.95% | 5.43% |
Leases - Undiscounted Future Ca
Leases - Undiscounted Future Cash Flows Utilized in Calculation of Lease Liabilities (Details) $ in Thousands | Nov. 30, 2023 USD ($) |
Operating Leases | |
December 2023 - February 2024 | $ 2,315 |
2025 | 8,483 |
2026 | 6,647 |
2027 | 5,462 |
2028 | 3,299 |
Thereafter | 2,927 |
Total | 29,133 |
Less: Present value discount | (3,857) |
Lease liabilities | 25,276 |
Finance Leases | |
December 2023 - February 2024 | 391 |
2025 | 1,357 |
2026 | 1,256 |
2027 | 748 |
2028 | 748 |
Thereafter | 561 |
Total | 5,061 |
Less: Present value discount | (753) |
Lease liabilities | $ 4,308 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | |
Income Tax Disclosure [Line Items] | |||||
Income tax benefit | $ 5,413 | $ 7,877 | $ 73,827 | $ 130,010 | |
Tax rate | 0.70% | 331.80% | 6.10% | 23.80% | |
Loss before income tax provision | $ 745,444 | $ 2,374 | $ 1,213,371 | $ 546,713 | |
Income tax benefit, net of a valuation allowance | (154,500) | (179,900) | |||
Income tax benefit primarily resulted from the discrete impact of goodwill impairment | (3,700) | (67,600) | |||
Gross unrecognized tax benefits | 2,600 | $ 2,600 | $ 2,600 | ||
Inflation reduction act term | On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. The alternative minimum tax is effective for taxable years beginning after December 31, 2022 and the excise tax applies to stock repurchases after December 31, 2022. The alternative minimum tax would not be applicable in our next fiscal year as it is based on a three-year average annual adjusted financial statement income in excess of $1 billion. We continue to evaluate any impact related to the excise tax on net stock repurchases based on our relative activity. | ||||
Maximum | |||||
Income Tax Disclosure [Line Items] | |||||
Unrecognized tax benefits, gross interest and penalties accrued | $ 100 | $ 100 | $ 100 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 20, 2023 | Sep. 14, 2023 | Aug. 31, 2023 | Nov. 30, 2023 | |
Loss Contingencies [Line Items] | ||||
Agreement date | September 14, 2023 | |||
Loss contingency, settlement agreement terms | On September 14, 2023, the parties agreed to a settlement for $17.8 million which resolved the matter and released us from all alleged claims. | |||
Loss contingency, settlement amount | $ 17.8 | $ 17.8 | ||
Litigation settlement expense | $ 17.8 | |||
Uncollected Receivables | Selling, General and Administrative Expenses | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement expense | $ 17.8 |
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 | 9 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest | $ 76,748 | $ 29,325 |
Income taxes | 6,232 | 7,669 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | 1,053 | 263 |
Right-of-use assets obtained in exchange for operating lease obligations | 8,708 | 2,559 |
Shares withheld for taxes on vesting of restricted stock | 3,059 | 1,593 |
Conversion of Common Units to Class A Common Stock | $ 836 | $ 1,809 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 01, 2024 | Dec. 31, 2023 | Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Subsequent Event [Line Items] | ||||||
Decrease to noncontrolling interests | $ 0.8 | $ 0.6 | $ 0.8 | $ 3.2 | ||
Forecast | Class A Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Number of share converted | 1,497,316 | |||||
Conversion of stock,converted value | $ 6.7 | |||||
Decrease to noncontrolling interests | $ 6.7 | |||||
Subsequent Event | Retention time-based Restricted stock Unit [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of Shares, Granted | 434,784 | |||||
Vesting period | 18 months |