Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2024 | Jan. 07, 2025 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2024 | |
Document Fiscal Year Focus | 2025 | |
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 | 14135 Midway Road | |
Entity Address, Address Line Two | Suite G300 | |
Entity Address, City or Town | Addison | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75001 | |
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 | 309,346,106 | |
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, 2024 | Feb. 29, 2024 |
Assets | ||
Cash and cash equivalents | $ 151,213 | $ 134,478 |
Restricted cash | 17,221 | 14,560 |
Accounts receivable, net of allowance of $7,103 and $6,587 as of November 30, 2024 and February 29, 2024, respectively | 133,960 | 161,556 |
Prepaid expenses and other current assets | 31,159 | 28,843 |
Total current assets | 333,553 | 339,437 |
Goodwill | 1,467,584 | 1,843,477 |
Intangible assets, net | 711,569 | 841,031 |
Property and equipment, net | 63,045 | 67,177 |
Operating lease right-of-use assets | 16,627 | 21,299 |
Other noncurrent assets | 29,766 | 29,234 |
Total assets | 2,622,144 | 3,141,655 |
Liabilities, Redeemable Share-Based Awards and Stockholders' Equity | ||
Accounts payable and accrued liabilities | 77,129 | 90,594 |
Channel client deposits payable | 17,221 | 14,560 |
Deferred revenue | 187,526 | 213,138 |
Current portion of notes payable | 11,288 | 11,272 |
Current portion of operating lease obligations | 6,597 | 7,378 |
Current portion of financing lease obligations | 2,207 | 1,448 |
Income taxes payable | 7,360 | 584 |
Total current liabilities | 309,328 | 338,974 |
Long-term deferred revenue | 2,581 | 2,077 |
Operating lease obligations | 12,335 | 17,372 |
Financing lease obligations | 3,643 | 3,626 |
Notes payable | 1,032,770 | 1,037,623 |
Tax receivable agreement liability | 60,627 | 67,927 |
Warrant liability | 1,660 | 14,713 |
Contingent consideration | 9,568 | 18,028 |
Deferred taxes | 41,999 | 55,586 |
Other noncurrent liabilities | 1,035 | 602 |
Total liabilities | 1,475,546 | 1,556,528 |
Commitments and Contingencies (Note 22) | ||
Redeemable share-based awards | 2,481 | |
Stockholders' Equity | ||
Additional paid-in capital | 3,433,910 | 3,407,694 |
Accumulated other comprehensive loss | (54,523) | (46,835) |
Accumulated deficit | (2,289,338) | (1,873,703) |
Treasury stock, at cost: 176,654 shares as of November 30, 2024 and February 29, 2024 | (2,473) | (2,473) |
Total E2open Parent Holdings, Inc. equity | 1,087,607 | 1,484,714 |
Noncontrolling interest | 56,510 | 100,413 |
Total stockholders' equity | 1,144,117 | 1,585,127 |
Total liabilities, redeemable share-based awards and stockholders' equity | 2,622,144 | 3,141,655 |
Class A ordinary shares | ||
Stockholders' Equity | ||
Common stock | 31 | 31 |
Class V common stock | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Series B-1 common stock | ||
Stockholders' Equity | ||
Common stock | 0 | 0 |
Series B-2 common stock | ||
Stockholders' Equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Nov. 30, 2024 | Feb. 29, 2024 |
Accounts receivable, net of allowance | $ 7,103 | $ 6,587 |
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 | 309,349,775 | 306,237,585 |
Common stock, shares outstanding | 309,173,121 | 306,060,931 |
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 | 30,692,235 | 31,225,604 |
Common stock, shares outstanding | 30,692,235 | 31,225,604 |
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, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Revenue | ||||
Total revenue | $ 151,655 | $ 157,497 | $ 455,010 | $ 476,105 |
Cost of Revenue | ||||
Amortization of acquired intangible assets | 23,727 | 24,590 | 73,078 | 73,918 |
Total cost of revenue | 75,913 | 78,921 | 231,963 | 238,945 |
Gross Profit | 75,742 | 78,576 | 223,047 | 237,160 |
Operating Expenses | ||||
Research and development | 23,259 | 24,937 | 74,035 | 75,748 |
Sales and marketing | 21,529 | 22,583 | 62,850 | 63,692 |
General and administrative | 20,831 | 24,739 | 65,753 | 85,414 |
Acquisition-related expenses | 187 | 9 | 2,190 | 416 |
Amortization of acquired intangible assets | 5,611 | 20,014 | 45,840 | 60,135 |
Goodwill impairment | 369,100 | 687,700 | 369,100 | 1,097,741 |
Intangible asset impairment | 10,000 | 30,000 | 10,000 | 34,000 |
Total operating expenses | 450,517 | 809,982 | 629,768 | 1,417,146 |
Loss from operations | (374,775) | (731,406) | (406,721) | (1,179,986) |
Other income (expense) | ||||
Interest and other expense, net | (25,423) | (24,643) | (75,946) | (75,886) |
Gain from change in tax receivable agreement liability | 2,530 | 2,888 | 1,464 | 8,355 |
Gain from change in fair value of warrant liability | 4,893 | 2,617 | 13,053 | 18,786 |
Gain from change in fair value of contingent consideration | 8,700 | 5,100 | 8,460 | 15,360 |
Total other expense | (9,300) | (14,038) | (52,969) | (33,385) |
Loss before income tax provision | (384,075) | (745,444) | (459,690) | (1,213,371) |
Income tax benefit | 2,431 | 5,413 | 2,405 | 73,827 |
Net loss | (381,644) | (740,031) | (457,285) | (1,139,544) |
Less: Net loss attributable to noncontrolling interests | (34,734) | (72,475) | (41,650) | (111,721) |
Net loss attributable to E2open Parent Holdings, Inc. - basic | $ (346,910) | $ (667,556) | $ (415,635) | $ (1,027,823) |
Weighted average common shares outstanding: | ||||
Basic | 308,904 | 303,848 | 307,894 | 303,188 |
Diluted | 308,904 | 303,848 | 307,894 | 303,188 |
Net loss attributable to E2open Parent Holdings, Inc. common shareholders per share: | ||||
Basic | $ (1.12) | $ (2.2) | $ (1.35) | $ (3.39) |
Diluted | $ (1.12) | $ (2.2) | $ (1.35) | $ (3.39) |
Subscriptions | ||||
Revenue | ||||
Total revenue | $ 132,000 | $ 132,800 | $ 394,959 | $ 402,437 |
Cost of Revenue | ||||
Cost of revenue | 35,640 | 36,689 | 109,056 | 110,013 |
Professional Services and Other | ||||
Revenue | ||||
Total revenue | 19,655 | 24,697 | 60,051 | 73,668 |
Cost of Revenue | ||||
Cost of revenue | $ 16,546 | $ 17,642 | $ 49,829 | $ 55,014 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Net loss | $ (381,644) | $ (740,031) | $ (457,285) | $ (1,139,544) |
Other comprehensive income (loss), net: | ||||
Net foreign currency translation (loss) gain, net of tax | (22,502) | 1,339 | (5,979) | 20,271 |
Total other comprehensive (loss) income, net | (22,345) | 307 | (7,688) | 22,711 |
Comprehensive loss | (403,989) | (739,724) | (464,973) | (1,116,833) |
Less: Comprehensive loss attributable to noncontrolling interest | (36,774) | (72,449) | (42,350) | (109,494) |
Comprehensive loss attributable to E2open Parent Holdings, Inc. | (367,215) | (667,275) | (422,623) | (1,007,339) |
Foreign Exchange Forward Contracts | ||||
Other comprehensive income (loss), net: | ||||
Net deferred (losses) gains | (4) | (46) | 729 | |
Interest Rate Collar Agreements | ||||
Other comprehensive income (loss), net: | ||||
Net deferred (losses) gains | $ 157 | $ (1,028) | $ (1,663) | $ 1,711 |
Condensed Consolidated Statem_3
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, 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 |
Balance at Feb. 29, 2024 | 1,585,127 | 31 | 3,407,694 | (46,835) | (1,873,703) | (2,473) | 1,484,714 | 100,413 |
Share-based compensation | 11,768 | 11,768 | 11,768 | |||||
Conversion of Common Units to Common Stock | 1,311 | 1,311 | (1,311) | |||||
Vesting of restricted stock awards, net of shares withheld for taxes | (3,873) | (3,873) | (3,873) | |||||
Impact of Common Unit conversions on Tax Receivable Agreement, net of tax | (493) | (493) | (493) | |||||
Issuance of common stock upon exercise of stock options | 150 | 150 | 150 | |||||
Reclassification of stockholders equity to redeemable share-based awards | (930) | (930) | (930) | |||||
Other comprehensive income (loss) | 2,494 | 2,494 | 2,494 | |||||
Net income (loss) | (42,788) | (38,862) | (38,862) | (3,926) | ||||
Balance at May. 31, 2024 | 1,551,455 | 31 | 3,415,627 | (44,341) | (1,912,565) | (2,473) | 1,456,279 | 95,176 |
Balance at Feb. 29, 2024 | 1,585,127 | 31 | 3,407,694 | (46,835) | (1,873,703) | (2,473) | 1,484,714 | 100,413 |
Other comprehensive income (loss) | (7,688) | |||||||
Net income (loss) | (457,285) | |||||||
Balance at Nov. 30, 2024 | 1,144,117 | 31 | 3,433,910 | (54,523) | (2,289,338) | (2,473) | 1,087,607 | 56,510 |
Balance at May. 31, 2024 | 1,551,455 | 31 | 3,415,627 | (44,341) | (1,912,565) | (2,473) | 1,456,279 | 95,176 |
Share-based compensation | 11,940 | 11,940 | 11,940 | |||||
Conversion of Common Units to Common Stock | 942 | 942 | (942) | |||||
Vesting of restricted stock awards, net of shares withheld for taxes | (2,144) | (2,144) | (2,144) | |||||
Impact of Common Unit conversions on Tax Receivable Agreement, net of tax | (43) | (43) | (43) | |||||
Reclassification of stockholders equity to redeemable share-based awards | (780) | (780) | (780) | |||||
Other comprehensive income (loss) | 12,163 | 12,163 | 12,163 | |||||
Net income (loss) | (32,853) | (29,863) | (29,863) | (2,990) | ||||
Balance at Aug. 31, 2024 | 1,539,738 | 31 | 3,425,542 | (32,178) | (1,942,428) | (2,473) | 1,448,494 | 91,244 |
Share-based compensation | 10,244 | 10,244 | 10,244 | |||||
Vesting of restricted stock awards, net of shares withheld for taxes | (1,177) | (1,177) | (1,177) | |||||
Impact of Common Unit conversions on Tax Receivable Agreement, net of tax | 72 | 72 | 72 | |||||
Reclassification of stockholders equity to redeemable share-based awards | (771) | (771) | (771) | |||||
Other comprehensive income (loss) | (22,345) | (22,345) | (22,345) | |||||
Net income (loss) | (381,644) | (346,910) | (346,910) | (34,734) | ||||
Balance at Nov. 30, 2024 | $ 1,144,117 | $ 31 | $ 3,433,910 | $ (54,523) | $ (2,289,338) | $ (2,473) | $ 1,087,607 | $ 56,510 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Nov. 30, 2024 | May 31, 2024 | Nov. 30, 2023 | May 31, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | |
Cash flows from operating activities | |||||||
Net loss | $ (381,644) | $ (42,788) | $ (740,031) | $ (360,884) | $ (457,285) | $ (1,139,544) | |
Adjustments to reconcile net loss to net cash from operating activities: | |||||||
Depreciation and amortization | 144,896 | 160,758 | |||||
Amortization of deferred commissions | 6,921 | 4,452 | |||||
Provision for credit losses | 2,087 | 2,657 | |||||
Amortization of debt issuance costs | 3,961 | 3,961 | |||||
Amortization of operating lease right-of-use assets | 4,932 | 5,454 | |||||
Share-based compensation | 35,124 | 18,728 | |||||
Deferred income taxes | (13,060) | (79,791) | |||||
Right-of-use assets impairment charge | 576 | 619 | |||||
Goodwill impairment charge | 369,100 | 687,700 | 369,100 | 1,097,741 | $ 1,097,741 | ||
Indefinite-lived intangible asset impairment charge | 10,000 | 30,000 | 10,000 | 34,000 | |||
Gain from change in tax receivable agreement liability | (1,464) | (8,355) | |||||
Gain from change in fair value of warrant liability | (4,893) | (2,617) | (13,053) | (18,786) | |||
Gain from change in fair value of contingent consideration | (8,700) | (5,100) | (8,460) | (15,360) | |||
Gain on operating lease termination | (126) | (187) | |||||
Loss (gain) on disposal of property and equipment | 135 | (16) | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 25,509 | 44,822 | |||||
Prepaid expenses and other current assets | (4,482) | (3,972) | |||||
Other noncurrent assets | (7,453) | (7,351) | |||||
Accounts payable and accrued liabilities | (23,676) | (16,712) | |||||
Channel client deposits payable | 2,661 | 8,349 | |||||
Deferred revenue | (25,108) | (27,244) | |||||
Changes in other liabilities | (5,588) | (7,568) | |||||
Net cash provided by operating activities | 46,147 | 56,655 | |||||
Cash flows from investing activities | |||||||
Capital expenditures | (18,465) | (22,301) | |||||
Net cash used in investing activities | (18,465) | (22,301) | |||||
Cash flows from financing activities | |||||||
Repayments of indebtedness | (8,427) | (8,366) | |||||
Repayments of financing lease obligations | (1,370) | (2,432) | |||||
Proceeds from exercise of stock options | 155 | ||||||
Net cash used in financing activities | (9,642) | (10,798) | |||||
Effect of exchange rate changes on cash and cash equivalents | 1,356 | 2,040 | |||||
Net increase in cash, cash equivalents and restricted cash | 19,396 | 25,596 | |||||
Cash, cash equivalents and restricted cash at beginning of period | $ 149,038 | $ 104,342 | 149,038 | 104,342 | 104,342 | ||
Cash, cash equivalents and restricted cash at end of period | 168,434 | 129,938 | 168,434 | 129,938 | 149,038 | ||
Reconciliation of cash, cash equivalents and restricted cash: | |||||||
Cash and cash equivalents | 151,213 | 110,279 | 151,213 | 110,279 | 134,478 | ||
Restricted cash | 17,221 | 19,659 | 17,221 | 19,659 | |||
Total cash, cash equivalents and restricted cash | $ 168,434 | $ 129,938 | $ 168,434 | $ 129,938 | $ 149,038 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (346,910) | $ (667,556) | $ (415,635) | $ (1,027,823) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Nov. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Nov. 30, 2024 | |
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). The Business Combination was accounted for as a business combination under ASC 805, Business Combination (ASC 805), and due to the change in control, was accounted for using the acquisition method with CCNB1 as the accounting acquirer and E2open Holdings as the accounting acquiree. In connection with the finalization of the Business Combination, CCNB1 changed its name to "E2open Parent Holdings, Inc." and changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware (Domestication). Immediately following the Domestication, various entities merged with and into E2open, with E2open as the surviving company. Additionally, E2open Holdings became a subsidiary of E2open with the equity interests of E2open Holdings held by E2open and existing owners of E2open Holdings. The existing owners of E2open Holdings are considered noncontrolling interests in the unaudited condensed consolidated financial statements. We are headquartered in Addison, Texas. We are a world-class 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 software as a service (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. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Investments in other companies are carried at cost. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The 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 2024 Form 10-K. Fiscal Year Our fiscal year ends on the last day of February each year. Use of Estimates The preparation of our unaudited 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 unaudited 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 contingencies. These estimates are based on information available as of the date of the unaudited 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, 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, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Standards | 2. Accounting Standards Recent Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (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 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. We do expect to have additional disclosures, but do not expect the adoption to have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 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 also requires income (loss) from continuing operations before income taxes expense (benefit) to be separated between domestic and foreign and income tax expense (benefit) from continuing operations to be separated between federal, state and foreign. 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 financial statements and related disclosures. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements or disclosures. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) which requires an entity to disclose, in the footnotes, information at each interim and annual reporting period information about expenses by the nature of the expense. Entities are required to include the following relevant expense captions: purchase of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion and amortization recognized as part of oil and gas producing activities. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 on a prospective basis with the option for retrospective application. Early adoption is permitted. We will be required to have additional disclosure, but we do not expect the adoption of this standard to have a material impact on our consolidated financial statements or disclosures. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Nov. 30, 2024 | |
Receivables [Abstract] | |
Accounts Receivable | 3. Accounts Receivable Accounts receivable, net consisted of the following: ($ in thousands) November 30, 2024 February 29, 2024 Accounts receivable $ 122,342 $ 144,253 Unbilled receivables 18,721 23,890 Less: Allowance for credit losses ( 7,103 ) ( 6,587 ) Accounts receivable, net $ 133,960 $ 161,556 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. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 9 Months Ended |
Nov. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | 4. Prepaid and Other Current Assets Prepaid expenses and other current assets consisted of the following: ($ in thousands) November 30, 2024 February 29, 2024 Prepaid software and hardware license and maintenance fees $ 10,435 $ 9,599 Income and other taxes receivable 5,746 4,759 Prepaid insurance 1,597 1,667 Deferred commissions 9,457 7,421 Prepaid marketing 529 1,073 Security deposits 1,086 1,251 Other prepaid expenses and other current assets 2,309 3,073 Total prepaid expenses and other current assets $ 31,159 $ 28,843 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, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. 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 third quarter of fiscal 2025 and the first and third quarters of fiscal 2024, the market price of our Class A Common Stock and market capitalization declined significantly. We also experienced slowing growth and lowered projections for net sales and net operating income due to lower than anticipated new bookings. Additionally, in fiscal 2024, we experienced lower revenue from tiered contracts, higher than expected churn and macroeconomic impacts primarily in the technology, freight and transportation sectors. These factors resulted in us determining that triggering events occurred, and 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 levels, 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. The three approaches indicated that the fair value of E2open's equity and goodwill was less than its carrying amounts. Therefore, we recognized an impairment charge of $ 369.1 million and $ 687.7 million during the three months ended November 30, 2024 and 2023 , respectively. We recognized an impairment charge of $ 369.1 million and $ 1,097.7 million during the nine months ended November 30, 2024 and 2023, respectively. The following table presents the changes in goodwill: ($ in thousands) Amount Balance, February 28, 2023 $ 2,927,807 Impairment charge ( 1,097,741 ) Currency translation adjustment 13,411 Balance, February 29, 2024 1,843,477 Impairment charge ( 369,100 ) Currency translation adjustment ( 6,793 ) Balance, November 30, 2024 $ 1,467,584 |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Nov. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 6. 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 third quarter of fiscal 2025 and first and third quarters of fiscal 2024, the market price of our Class A Common Stock and market capitalization declined significantly. We also lowered our projections for net sales and net operating income due to lower than anticipated new bookings. Additionally, in fiscal 2024, we experienced lower revenue from tiered contracts, higher than expected churn and macroeconomic impacts primarily in the technology, freight and transportation sectors. These factors resulted in us determining that triggering events occurred, and an interim indefinite-lived intangible asset impairment assessment was performed. 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 our indefinite-lived intangible asset was less than its carrying amount; therefore, during the three months ended November 30, 2024 and 2023, we recognized an impairment c harge of $ 10.0 million and $ 30.0 million to intangible assets, net for the indefinite-lived trademark / trade name, respectively. We recognized an impairment charge of $ 10.0 million and $ 34.0 million to intangible assets, net for the indefinite-lived trademark / tr ade name during the nine months ended November 30, 2024 and 2023, respectively. Intangible assets, net consisted of the following: November 30, 2024 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 66,000 $ — $ 66,000 Definite-lived: Client relationships 14 501,751 ( 234,785 ) 266,966 Technology 7 690,307 ( 342,582 ) 347,725 Content library 10 50,000 ( 19,122 ) 30,878 Trade name 1 4,018 ( 4,018 ) — Backlog 3 800 ( 800 ) — Total definite-lived 1,246,876 ( 601,307 ) 645,569 Total intangible assets $ 1,312,876 $ ( 601,307 ) $ 711,569 February 29, 2024 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 76,000 $ — $ 76,000 Definite-lived: Client relationships 14 502,722 ( 194,001 ) 308,721 Technology 7 691,573 ( 270,051 ) 421,522 Content library 10 50,000 ( 15,372 ) 34,628 Trade name 1 3,997 ( 3,997 ) — Backlog 3 800 ( 640 ) 160 Total definite-lived 1,249,092 ( 484,061 ) 765,031 Total intangible assets $ 1,325,092 $ ( 484,061 ) $ 841,031 The e2open trade name and various trademarks are 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 Unaudited Condensed Consolidated Statements of Operations. We recorded amortization expense related to intangible assets of $ 29.3 million and $ 44.6 million for the three months ended November 30, 2024 and 2023 , respectively. We recorded amortization expense related to intangible assets of $ 118.9 million and $ 134.1 million for the nine months ended November 30, 2024 and 2023, respectively. Future amortization of intangible assets is as follows as of November 30, 2024: ($ in thousands) Amount December 2024 - February 2025 $ 29,241 2026 116,965 2027 116,965 2028 92,170 2029 69,507 Thereafter 220,721 Total future amortization $ 645,569 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Nov. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 7. Property and Equipment, Net Property and equipment, net consisted of the following: ($ in thousands) November 30, 2024 February 29, 2024 Computer equipment $ 68,954 $ 63,416 Software 26,560 27,038 Software development costs 67,380 53,613 Furniture and fixtures 1,876 2,719 Leasehold improvements 8,834 9,063 Gross property and equipment 173,604 155,849 Less accumulated depreciation and amortization ( 110,559 ) ( 88,672 ) Property and equipment, net $ 63,045 $ 67,177 Computer equipment and software include assets held under financing leases. Amortization of assets held under financing leases is included in depreciation expense. See Note 20, Leases for additional information regarding our financing leases. Depreciation expense was $ 8.5 million and $ 9.0 million for the three months ended November 30, 2024 and 2023 , respectively. Depreciation expense was $ 26.0 million and $ 26.7 million for the nine months ended November 30, 2024 and 2023, respectively. We recognized $ 3.3 million and $ 2.4 million of amortized capitalized software development costs for the three months ended November 30, 2024 and 2023 , respectively, and $ 9.3 million and $ 6.7 million for the nine months ended November 30, 2024 and 2023 , respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Nov. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 8. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: ($ in thousands) November 30, 2024 February 29, 2024 Accrued compensation $ 26,624 $ 34,982 Trade accounts payable 27,110 29,678 Accrued professional services 5,270 5,712 Client deposits 2,649 2,558 Accrued severance and retention 307 1,530 Accrued litigation — 1,399 Current portion of tax receivable agreement liability 6,301 1,791 Other 8,868 12,944 Total accounts payable and accrued liabilities $ 77,129 $ 90,594 |
Tax Receivable Agreement
Tax Receivable Agreement | 9 Months Ended |
Nov. 30, 2024 | |
Tax Receivable Agreement [Abstract] | |
Tax Receivable Agreement | 9. Tax Receivable Agreement 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 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 of the Business Combination. 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 would 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 would 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 it will realize from the utilization of the related tax benefits will exceed the amount of any required payments. The Tax Receivable Agreement liability was $ 66.9 million and $ 69.7 million as of November 30, 2024 and February 29, 2024 , respectively, which represents the current and long-term portion of the liability. The current portion of the Tax Receivable Agreement liability was $ 6.3 million and $ 1.8 million as of November 30, 2024 and February 29, 2024, respectively. The determination of current and long-term portion 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. The tax rate used in the calculation was 23.7 % as of November 30, 2024 and February 29, 2024 . The discount rate used for the ASC 805 calculation was 9.5 % and 9.0 % as of November 30, 2024 and February 29, 2024, respectively, based on the cost of debt plus an incremental premium. During the three months ended November 30, 2024 and 2023, a gain of $ 2.5 million and $ 2.9 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, 2024 and 2023 , a gain of $ 1.5 million and $ 8.4 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, 2024 and 2023 , the Tax Receivable Agreement liability under ASC 450 increased by $ 0.5 million and a negligible amou nt, respectively, related to exchanges of Common Units for Class A Common Stock with a corresponding charge to equity. During the nine months ended November 30, 2024, we paid $ 1.8 mi llion to Tax Receivable Agreement holders. We did not make any payments to Tax Receivable Agreement holders prior to fiscal 2025. |
Notes Payable
Notes Payable | 9 Months Ended |
Nov. 30, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | 10. Notes Payable Notes payable outstanding were as follows: ($ in thousands) November 30, 2024 February 29, 2024 2021 Term Loan $ 1,059,016 $ 1,067,238 Other notes payable 518 748 Total notes payable 1,059,534 1,067,986 Less unamortized debt issuance costs ( 15,476 ) ( 19,091 ) Total notes payable, net 1,044,058 1,048,895 Less current portion ( 11,288 ) ( 11,272 ) Notes payable, less current portion, net $ 1,032,770 $ 1,037,623 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 is payable in quarterly installments of $ 2.7 mill ion. 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, 2024 and February 29, 2024, there were $ 1,059.0 million and $ 1,067.2 million outstanding under the 2021 Term Loan, respectively, at an interest rate of 8.19 % and 8.95 %, respectively. The interest rates on the 2021 Term Loan were based on SOFR plus 350 basis points as of November 30, 2024 and February 29, 2024. As of November 30, 2024 , we had $ 0.2 million of accrued unpaid interest on our 2021 Term Loan recorded in accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. 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, 2024 and February 29, 2024. We were in compliance with the First Lien Leverage Ratio for the Credit Agreement as of November 30, 2024 and February 29, 2024. 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. The $ 200.0 million notional interest rate collar has an executed cap of 4.75 % and a floor of 2.57 %. The 100.0 million notional interest rate collar has an executed cap of 4.50 % and a floor of 2.56 %. Both interest rate collars mature on March 31, 2026 . |
Contingent Consideration
Contingent Consideration | 9 Months Ended |
Nov. 30, 2024 | |
Contingent Consideration [Abstract] | |
Contingent Consideration | 11. 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 Unaudited 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 liabilit y was $ 9.6 million and $ 18.0 million as of November 30, 2024 and February 29, 2024 , respectively. The fair value remeasurements resulted in a gain of $ 8.7 million and $ 5.1 million for the three months ended November 30, 2024 and 2023 , respectively. The fair value remeasurements resulted in a gain of $ 8.5 million and $ 15.4 million for the nine months ended November 30, 2024 and 2023, respectively. There were 3,372,184 shares of Series B-2 common stock outstanding as of November 30, 2024 and February 29, 2024 . 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, 2024 and February 29, 2024 . 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. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Nov. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Fair Value Measurement | 12. Fair Value Measurement Our financial instruments include cash and cash equivalents; investments; accounts receivable, net; notes receivable, accounts payable; notes payable; and financing lease obligations. Accounts receivable, net, notes receivable 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, 2024 and February 29, 2024, 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, 2024 Asset-backed securities $ 162 $ 41 $ — $ 203 February 29, 2024 Asset-backed securities $ 162 $ 45 $ — $ 207 The asset-backed securities are included in other noncurrent assets on the Condensed Consolidated Balance Sheets. 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, 2024 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investments: Asset-backed securities $ — $ 203 $ — $ 203 Total investments — 203 — 203 Other assets: Interest rate collar agreements — 167 — 167 Total other assets — 167 — 167 Total assets $ — $ 370 $ — $ 370 Liabilities: Interest rate collar agreements $ — $ — $ — $ — Cash-settled restricted stock units 11 — — 11 Tax receivable agreement liability — — 47,791 47,791 Warrant liability 1,197 — 463 1,660 Contingent consideration — — 9,568 9,568 Total liabilities $ 1,208 $ — $ 57,822 $ 59,030 February 29, 2024 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investments: Asset-backed securities $ — $ 207 $ — $ 207 Total investments — 207 — 207 Other assets: Forward currency contracts — 46 — 46 Interest rate collar agreements — 1,830 — 1,830 Total other assets — 1,876 — 1,876 Total assets $ — $ 2,083 $ — $ 2,083 Liabilities: Cash-settled stock units $ 34 $ — $ — $ 34 Tax receivable agreement liability — — 50,964 50,964 Warrant liability 11,012 — 3,701 14,713 Contingent consideration — — 18,028 18,028 Total liabilities $ 11,046 $ — $ 72,693 $ 83,739 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, 2024 February 29, 2024 Beginning of period $ 18,028 $ 29,548 Gain from fair value of contingent consideration ( 8,460 ) ( 11,520 ) End of period $ 9,568 $ 18,028 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 Unaudited 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, 2024 February 29, 2024 Beginning of period $ 50,964 $ 53,154 Payments ( 1,709 ) — Gain from fair value of tax receivable agreement liability ( 1,464 ) ( 2,190 ) End of period $ 47,791 $ 50,964 The change in the fair value of the Tax Receivable Agreement liability is recorded in gain from change in tax receivable agreement liability in the Unaudited 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, 2024 February 29, 2024 Beginning of period $ 14,713 $ 29,616 Gain from fair value of warrant liability ( 13,053 ) ( 14,903 ) End of period $ 1,660 $ 14,713 The change in the fair value of the warrant liability is recorded in gain from change in fair value of warrant liability in the Unaudited 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 5,000,000 redeemable warrants purchased pursuant to the Forward Purchase Agreement are valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield, expiration dates and risk-free interest rates. These valuation models use unobservable market input, and therefore the liability is classified as 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, 2024 and 2023 . |
Revenue
Revenue | 9 Months Ended |
Nov. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 13. 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) 2024 2023 2024 2023 Americas $ 130,121 $ 133,018 $ 389,154 $ 401,842 Europe 16,607 19,404 51,111 58,678 Asia Pacific 4,927 5,075 14,745 15,585 Total revenue $ 151,655 $ 157,497 $ 455,010 $ 476,105 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 85 % durin g the three and nine months ended November 30, 2024 and 84 % during the three and nine months ended November 30, 2023. 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, 2024 and February 29, 2024, approxima tely $ 931.3 million and $ 863.1 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 $ 18.7 million and $ 23.9 million as of November 30, 2024 and February 29, 2024, 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 $ 190.1 million an d $ 215.2 million as of November 30, 2024 and February 29, 2024, respectively. Revenue recognized during the three and nine months ended November 30, 2024, included in deferred revenue on the Condensed Consolidated Balance Sheets as of February 29, 2024, was $ 41.9 million and $ 188.0 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 $ 2.5 million and $ 1.7 million was recorded in sales and marketing expenses in the Unaudited Condensed Consolidated Statements of Operations for the three months ended November 30, 2024 and 2023 , respectively. Amortization expense of $ 6.9 million and $ 4.5 million was recorded in sales and marketing expenses for the nine months ended November 30, 2024 and 2023, respectively. Sales commissions that would have an amortization period of less than one year are expensed as incurred in sales and marketing expenses. As of November 30, 2024 and February 29, 2024, we had a total of $ 25.5 million and $ 21.4 million of capitalized sales commissions included in prepaid expenses and other current assets and other noncurrent assets in the Condensed Consolidated Balance Sheets, respectively. |
Warrants
Warrants | 9 Months Ended |
Nov. 30, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 14. Warrants As of November 30, 2024 and February 29, 2024, 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 $ 1.7 million and $ 14.7 million as of November 30, 2024 and February 29, 2024, respectively. During the three months ended November 30, 2024 and 2023 , a gain of $ 4.9 million and $ 2.6 million was recognized in gain from change in fair value of the warrant liability in the Unaudited Condensed Consolidated Statements of Operations, respectively. During the nine months ended November 30, 2024 and 2023 , a gain of $ 13.1 million and $ 18.8 million was recognized in gain from change in fair value of the warrant liability, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Nov. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 15. 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, 2024 and February 29, 2024 , there were 309,349,775 and 306,237,585 shares of Class A Common Stock issued, respectively, and 309,173,121 and 306,060,931 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, 2024 and February 29, 2024 , there were 30,692,235 and 31,225,604 shares of Class V Common Stock issued and outstanding, respectively, and 12,055,655 and 11,522,286 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 29, 2024 306,060,931 31,225,604 94 3,372,184 Conversion of Common Units (1) 533,369 ( 533,369 ) — — Issuance of common stock upon exercise of options 32,391 — — — Vesting of restricted awards, net of shares (2) 2,546,430 — — — Balance, November 30, 2024 309,173,121 30,692,235 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) The Class A Common Stock withheld for taxes revert back to the 2021 Incentive Plan, as defined below, and are used for future grants. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Nov. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 16. Noncontrolling Interest Noncontrolling interest represents the portion of E2open Holdings that we control and consolidate but do not own. As of November 30, 2024 and February 29, 2024, the noncontrolling interest repr esents a 9.0 % and 9.3 % 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 Unaudited 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 months ended November 30, 2024 , there were no conversions of Common Units into Class A Common Stock. During the nine months ended November 30, 2024 , there were 533,369 Common Units converted into Class A Common Stock with a value of $ 2.3 million based off the 5-day VWAP. This activity resulted in a decrease to noncontrolling interests of $ 2.3 million during the nine months ended November 30, 2024. 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 interest of $ 0.8 million during the three and nine months ended November 30, 2023. As of November 30, 2024 and February 29, 2024, there were a t otal of 30.7 million and 31.2 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. |
Other Comprehensive Loss
Other Comprehensive Loss | 9 Months Ended |
Nov. 30, 2024 | |
Statement of Other Comprehensive Income [Abstract] | |
Other Comprehensive Loss | 17. 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 Gains (Losses) on Foreign Exchange Forward Contracts Unrealized Holding Gains (Losses) on Interest Rate Collar Agreements Total Balance, February 29, 2024 $ ( 48,711 ) $ 46 $ 1,830 $ ( 46,835 ) Other comprehensive loss ( 5,979 ) ( 46 ) ( 1,663 ) ( 7,688 ) Other comprehensive loss ( 5,979 ) ( 46 ) ( 1,663 ) ( 7,688 ) Balance, November 30, 2024 $ ( 54,690 ) $ — $ 167 $ ( 54,523 ) There were no income taxes recorded to other comprehensive loss during the three and nine months ended November 30, 2024. The effect of amounts reclassified out of unrealized holding losses on derivatives into net loss was as follows: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2024 2023 2024 2023 Reclassifications: Cost of revenue $ — $ 36 $ 1 $ 127 Research and development — 35 2 119 Sales and marketing — 2 — 6 General and administrative — 15 1 53 Total $ — $ 88 $ 4 $ 305 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 November 30, Nine Months Ended November 30, ($ in thousands) 2024 2023 2024 2023 Reclassifications: $ 100 million notional interest rate collar $ ( 109 ) $ ( 208 ) $ ( 531 ) $ ( 463 ) $ 200 million notional interest rate collar ( 102 ) ( 290 ) ( 693 ) ( 596 ) Total $ ( 211 ) $ ( 498 ) $ ( 1,224 ) $ ( 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. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Nov. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 18. Earnings Per Share Basic earnings per share is calculated as net loss 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: Three Months Ended November 30, Nine Months Ended November 30, (in thousands, except per share data) 2024 2023 2024 2023 Net loss per share: Numerator - basic: Net loss $ ( 381,644 ) $ ( 740,031 ) $ ( 457,285 ) $ ( 1,139,544 ) Less: Net loss attributable to noncontrolling interest ( 34,734 ) ( 72,475 ) ( 41,650 ) ( 111,721 ) Net loss attributable to E2open Parent Holdings, Inc. $ ( 346,910 ) $ ( 667,556 ) $ ( 415,635 ) $ ( 1,027,823 ) Numerator - diluted: Net loss attributable to E2open Parent Holdings, Inc. $ ( 346,910 ) $ ( 667,556 ) $ ( 415,635 ) $ ( 1,027,823 ) Net loss attributable to E2open Parent Holdings, Inc. $ ( 346,910 ) $ ( 667,556 ) $ ( 415,635 ) $ ( 1,027,823 ) Denominator - basic: Weighted average shares outstanding - basic 308,904 303,848 307,894 303,188 Net loss per share - basic $ ( 1.12 ) $ ( 2.20 ) $ ( 1.35 ) $ ( 3.39 ) Denominator - diluted: Weighted average shares outstanding - basic 308,904 303,848 307,894 303,188 Weighted average shares outstanding - diluted 308,904 303,848 307,894 303,188 Diluted net loss per common share $ ( 1.12 ) $ ( 2.20 ) $ ( 1.35 ) $ ( 3.39 ) 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 potential common shares excluded from the calculation of diluted loss per common share as their effect would be anti-dilutive: Three Months Ended November 30, Nine Months Ended November 30, 2024 2023 2024 2023 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 30,692,235 32,879,559 30,692,235 32,954,797 Performance-based options 3,850,135 1,334,919 3,850,135 1,215,252 Time-based options 2,300,919 1,038,513 2,300,919 901,246 Performance-based restricted stock units 3,625,095 3,837,349 3,625,095 3,514,740 Time-based restricted stock units 12,312,167 8,449,869 12,312,167 9,778,141 Time-based restricted stock awards — 187,824 — 408,881 Units/Shares excluded from the dilution 87,860,425 82,807,907 87,860,425 83,852,931 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Nov. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 19. Share-Based Compensation 2021 Incentive Plan The E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan, as Amended and Restated (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, 2023 and 2024, an additional 4,849,684 , 7,304,646 and 12,301,706 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. The following table presents the awards granted for Class A Common Stock: Nine Months Ended November 30, 2024 2023 Awards granted Options 1,811 1,232 RSUs 8,165 12,235 Cash-settled RSUs 7 24 Total awards granted 9,983 13,491 Options Options are granted to our executive officers and senior management. These awards are recorded as equity awards within the Unaudited Condensed Consolidated Statements of Stockholders' Equity. The fiscal 2024 options were 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. During the nine months ended November 30, 2024 , we issued 32,391 shares of Class A Common Stock resulting from the exercise of stock options with a total intrinsic value of $ 0.2 million based on the market value on the date of exercise. As of November 30, 2024, there were 3,850,135 unvested options that previously vested based on performance and will vest to the employee based on time and 2,300,919 unvested time-based options with an unrecognized compensation cost of $ 7.6 million. RSUs The RSUs are either performance-based or time-based. These awards are recorded as equity awards within the Unaudited Condensed Consolidated Statements of Stockholders' Equity. The fiscal 2024 performance-based RSUs were measured based on obtaining organic constant currency subscription revenue growth, constant currency adjusted EBITDA and net bookings targets over a one-year period. The performance target for these awards was finalized in April 2024 with actual results below 100 %. The fiscal 2025 performance-based RSUs are measured based on obtaining an organic subscription revenue growth and constant currency adjusted EBITDA targets over a one-year period. For the fiscal year 2024 and 2025 performance-based RSUs, a quarter of the RSUs that have obtained the performance metric will vest at the end of the performance period and then the remaining shares will vest equally over the following three years . The time-based RSUs for executive officers, senior management and employees granted during fiscal 2022 and 2023 vest ratably over a three-year period. Beginning in fiscal 2024, the time-based RSUs for executive officers, senior management and employees 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. As of November 30, 2024, there were 3,625,098 performance-based RSUs and 12,312,167 time-based RSUs unvested and expected to vest with an unrecognized compensation cost of $ 50.8 million. Redeemable Share-Based Awards Mr. Andrew Appel, Chief Executive Officer (CEO), was awarded performance-based RSUs with a market condition based on the closing price of our stock for 20 days out of 30 consecutive trading days during the performance period. The stock hurdles range from $ 3.50 to $ 15.00 with $ 3.50 generating an 8 % attainment and $ 15.00 producing a 200 % attainment. The performance period will be for the three-years of the grant and be measured at each vesting date. The performance-based options will time vest up to one-third after the first year and up to one-twelfth each of the following seven quarters with the remaining earned shares vesting on the third anniversary of the grant. If there is a change in control, the award will immediately vest under the performance condition based upon the appropriate stock hurdle and automatically time-vest. The vested RSU will be paid in the form of cash and/or equity in a ratio substantially similar to the ratio received by the other shareholders in connection with the change in control. Additionally, the cash portion of the award will be equal to at least 50 %. As this award has a redemption feature for the change in control and cash value component, it is recorded as redeemable share-based awards on the Condensed Consolidated Balance Sheets. Mr. Appel was also awarded time-based RSUs that vest one-third after the first year and vest ratably each quarter over the remaining two-years. If there is a change in control, the award will immediately vest and be paid in the form of cash and/or equity in a ratio substantially similar to the ratio received by the other shareholders in connection with the change in control. Additionally, the cash portion of the award will be equal to at least 50 %. As this award has a redemption feature for the change in control and cash value component, it is recorded as redeemable share-based awards on the Condensed Consolidated Balance Sheets. The amount presented in the mezzanine as redeemable share-based awards will be the redemption amount as of the grant date, multiplied by the portion of the requisite service period that has elapsed. The redemption amount is based on the number of shares that would vest if a change in control occurred at the grant date multiplied by the grant date stock price. Once the RSUs have vested, the associated redemption value will be reclassified from the redeemable share-based award to additional paid-in capital on the Condensed Consolidated Balance Sheets. Restricted Stock Awards The 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 is issued subject to various restrictions, but carries voting rights. When the applicable vesting terms have been met, the restrictions are removed from the Class A Common Stock. As part of Mr. Andrew Appel's compensation as interim CEO, he received an initial RSA grant in October 2023 valued at $ 0.7 million, or 275,101 shares, under our 2021 Incentive Plan which vested after six months of issuance, or April 12, 2024. Mr. Appel's Chief of Staff, Mr. McIndoe, was awarded an RSA grant in November 2023 valued at $ 0.4 million, or 133,780 shares, under our 2021 Incentive Plan which vested after five months of issuance, or April 12, 2024. As of November 30, 2024, all of the RSAs are fully vested. Liability Awards For employees based in China, they are awarded cash-settled RSUs. The cash-settled RSUs issued during fiscal 2023 vest ratably over a three-year period. Beginning in fiscal 2024, the cash settled RSUs vest one-third at the end of the first year and then ratably each quarter over the remaining two years. 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 is recorded in share-based compensation expense in the Unaudited Condensed Consolidated Statements of Operations. The liability for the cash-settled RSUs was negligible as of November 30, 2024 and February 29, 2024 and is included in accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets. As of November 30, 2024, there were 27,875 unvested cash-settled RSUs with unrecognized compensation cost of $ 0.1 million. As of November 30, 2024, th ere were 12,152,072 shares of Class A Common Stock available for grant under the 2021 Incentive Plan. With the departure of our Executive Vice President and General Counsel, a Separation and Release Agreement was entered into under which the General Counsel provided transition services through May 31, 2024. As a result of the General Counsel’s departure, a portion of her options, time-based RSUs and performance-based RSUs were accelerated to June 10, 2024 resultin g in 9,121 options and 204,511 time-ba sed and performance-based RSUs vesting as of June 10, 2024. The table below sets forth the functional classification in the Unaudited Condensed Consolidated Statements of Operations of our equity-based compensation expense: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2024 2023 2024 2023 Cost of revenue $ 1,505 $ 1,304 $ 4,511 $ 3,059 Research and development 1,066 1,665 5,476 4,177 Sales and marketing 1,749 1,556 5,574 3,444 General and administrative 6,094 2,316 19,563 8,048 Total share-based compensation $ 10,414 $ 6,841 $ 35,124 $ 18,728 |
Leases
Leases | 9 Months Ended |
Nov. 30, 2024 | |
Leases [Abstract] | |
Leases | 20. 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. Real Estate Leases We lease our primary office space under non-cancelable operating leases with various expiration dates t hrough September 2031 . 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, 2024. Several of the operating lease agreements require us to provide security deposits. As of November 30, 2024 and February 29, 2024, lease deposits w ere $ 3.2 million and $ 3.4 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 nine months ended November 30, 2024, we incurred a $ 0.6 million impairment on our operating lease ROU assets and leasehold improvements due to vacating one location. We did no t incur any impairments during the three months ended November 30, 2024 on our operating lease ROU assets and leasehold improvements. During the three and nine months ended November 30, 2023 , we incurred a $ 0.1 million and $ 0.6 million impairments on our operating lease ROU assets and leasehold improvements, respectively, 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 Unaudited Condensed Consolidated Statements of Operations. During the second quarter of fiscal 2025, we terminated an operating lease as of March 2025 with an original lease expiration dat e of July 2028 . We incurred an early termination fee of $ 0.6 mil lion and recognized a $ 0.1 million gain on the write-off of the remaining ROU asset and liability beyond March 2025. ROU impairments were taken on this lease during August 2022 and 2023. During the second quarter of fiscal 2024, 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 October 2028 . 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 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, 2024 February 29, 2024 Operating lease right-of-use assets Operating lease right-of-use assets $ 16,627 $ 21,299 Finance lease right-of-use asset Property and equipment, net 5,998 5,150 Total right-of-use assets $ 22,625 $ 26,449 ($ in thousands) Balance Sheet Location November 30, 2024 February 29, 2024 Operating lease liability - current Current portion of operating lease obligations $ 6,597 $ 7,378 Operating lease liability Operating lease obligations 12,335 17,372 Finance lease liability - current Current portion of finance lease obligations 2,207 1,448 Finance lease liability Finance lease obligations 3,643 3,626 Total lease liabilities $ 24,782 $ 29,824 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) 2024 2023 2024 2023 Finance lease cost: Amortization of right-of-use asset $ 491 $ 135 $ 1,298 $ 1,319 Interest on lease liability 108 23 282 124 Finance lease cost 599 158 1,580 1,443 Operating lease cost: Operating lease cost 1,949 1,722 6,170 5,452 Variable lease cost 674 823 1,828 2,674 Sublease income ( 211 ) ( 209 ) ( 635 ) ( 440 ) Operating net lease cost 2,412 2,336 7,363 7,686 Total net lease cost $ 3,011 $ 2,494 $ 8,943 $ 9,129 Supplemental cash flow information related to leases was as follows: Nine Months Ended November 30, ($ in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 5,945 $ 6,378 The following table presents the weighted-average remaining lease terms and discount rates of our leases: Nine Months Ended November 30, 2024 2023 Weighted-average remaining lease term (in years): Finance lease 2.97 4.14 Operating lease 3.41 3.98 Weighted-average discount rate: Finance lease 7.01 % 7.66 % Operating lease 7.32 % 6.95 % 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, 2024: ($ in thousands) Operating Leases Finance Leases December 2024 - February 2025 $ 2,171 $ 637 2026 7,299 2,446 2027 5,856 1,869 2028 3,241 1,007 2029 1,422 561 Thereafter 1,455 — Total 21,444 6,520 Less: Present value discount ( 2,512 ) ( 670 ) Lease liabilities $ 18,932 $ 5,850 |
Income Taxes
Income Taxes | 9 Months Ended |
Nov. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 21. Income Taxes We calculate the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to ordinary income or loss (pretax income or loss excluding discrete items) for the reporting period. Our provision for income taxes was a benefit of $ 2.4 million, or 0.6 %, for the three months ended November 30, 2024 compared to a benefit of $ 5.4 million, or 0.7 %, for the three months ended November 30, 2023 . Our provision for income taxes was a benefit of $ 2.4 million, or 0.5 % for the nine months ended November 30, 2024 compared to a benefit of $ 73.8 million, or 6.1 %, for the nine months ended November 30, 2023. The loss before income taxes of $ 384.1 million and $ 745.4 million resulted in a $ 2.4 million and $ 5.4 million income tax benefit for the three months ended November 30, 2024 and 2023 , respectively. The loss before income taxes of $ 459.7 million and $ 1,213.4 million resulted in an income tax benefit of $ 2.4 million and $ 73.8 million for the nine months ended November 30, 2024 and 2023, respectively. For the three and nine months ended November 30, 2024 , the expected tax benefit was reduced due to higher deferred tax assets on entities that carry a valuation allowance and the goodwill impairment charge. The discrete impact of the goodwill impairment taken during 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. As of November 30, 2024 and February 29, 2024, total gr oss unrecognized tax benefits were $ 2.5 million. We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of November 30, 2024 and February 29, 2024 , the total amount of gross interest and penalties accrued was $ 0.2 million, which is classified as other noncurrent liabilities in the Condensed Consolidated Balance Sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Nov. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 22. Commitments and Contingencies 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 Unaudited 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, 2024 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 23. 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) 2024 2023 Supplemental cash flow information - Cash paid for: Interest $ 71,407 $ 76,748 Income taxes 4,978 6,232 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities 1,590 1,053 Right-of-use assets obtained in exchange for operating lease obligations 533 8,708 Shares withheld for taxes on vesting of restricted stock 7,194 3,059 Conversion of Common Units to Class A Common Stock 2,253 836 Redeemable share-based awards 2,481 — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 24. Subsequent Events On December 16, 2024, Ms. Susan Bennett transitioned from Interim Executive Vice President and General Counsel to Chief Legal Officer and Secretary. As part of that transition, Ms. Bennett was granted various stock awards under our 2021 Incentive Plan as of December 20, 2024. Ms. Bennett was awarded time-based RSUs with a value of $ 1.5 million, or 570,343 shares, which vest one-third at the end of the first year and then ratably each quarter over the remaining two years. Ms. Bennett was also awarded performance-based RSUs with a value of $ 0.9 million, or 342,206 shares, which vest one-third at the end of the first year and then ratably each quarter over the remaining two years. The performance-based RSUs are measured based on obtaining an organic subscription revenue growth and constant currency adjusted EBITDA targets over a one-year period which are the same performance targets as the other performance RSUs granted during fiscal 2025. On January 7, 2025, Ms. Bennett was awarded time-based options with a value of $ 0.5 million, or 164,836 shares, with an exercise price of $ 2.73 which vest one-third on January 7, 2026 and then ratably each quarter over the remaining two years. The options will expire if unexercised at the end of ten years. On December 20, 2024, Mr. Rachit Lohani was hired as the Chief Product and Technology Officer. As part of his onboarding, he was granted various stock awards under our 2021 Incentive Plan. Mr. Lohani was awarded time-based RSUs with a value of $ 3.0 million, or 1,102,942 shares, which vest ratably over a four-year period. Mr. Lohani was also awarded time-based RSUs with a value of $ 2.5 million, or 919,118 shares, which vest one-third at the end of the first year and then ratably each quarter over the remaining two years. Additionally, Mr. Lohani was awarded performance-based RSUs with a value of $ 1.0 million, or 367,648 shares, which time vest one-third at the end of the first year and then ratably each quarter over the remaining two years. The performance-based RSUs measurement will be determined by the board of directors in fiscal 2026. Mr. Lohani will not be eligible for additional stock grants until fiscal 2027. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Nov. 30, 2024 | |
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. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Investments in other companies are carried at cost. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The 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 2024 Form 10-K. |
Fiscal Year | Fiscal Year Our fiscal year ends on the last day of February each year. |
Use of Estimates | Use of Estimates The preparation of our unaudited 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 unaudited 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 contingencies. These estimates are based on information available as of the date of the unaudited 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, 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. |
Recent Accounting Standards Not Yet Adopted | Recent Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (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 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. We do expect to have additional disclosures, but do not expect the adoption to have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 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 also requires income (loss) from continuing operations before income taxes expense (benefit) to be separated between domestic and foreign and income tax expense (benefit) from continuing operations to be separated between federal, state and foreign. 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 financial statements and related disclosures. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements or disclosures. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) which requires an entity to disclose, in the footnotes, information at each interim and annual reporting period information about expenses by the nature of the expense. Entities are required to include the following relevant expense captions: purchase of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion and amortization recognized as part of oil and gas producing activities. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 on a prospective basis with the option for retrospective application. Early adoption is permitted. We will be required to have additional disclosure, but we do not expect the adoption of this standard to have a material impact on our consolidated financial statements or disclosures. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consisted of the following: ($ in thousands) November 30, 2024 February 29, 2024 Accounts receivable $ 122,342 $ 144,253 Unbilled receivables 18,721 23,890 Less: Allowance for credit losses ( 7,103 ) ( 6,587 ) Accounts receivable, net $ 133,960 $ 161,556 |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
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, 2024 February 29, 2024 Prepaid software and hardware license and maintenance fees $ 10,435 $ 9,599 Income and other taxes receivable 5,746 4,759 Prepaid insurance 1,597 1,667 Deferred commissions 9,457 7,421 Prepaid marketing 529 1,073 Security deposits 1,086 1,251 Other prepaid expenses and other current assets 2,309 3,073 Total prepaid expenses and other current assets $ 31,159 $ 28,843 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
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, 2023 $ 2,927,807 Impairment charge ( 1,097,741 ) Currency translation adjustment 13,411 Balance, February 29, 2024 1,843,477 Impairment charge ( 369,100 ) Currency translation adjustment ( 6,793 ) Balance, November 30, 2024 $ 1,467,584 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: November 30, 2024 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 66,000 $ — $ 66,000 Definite-lived: Client relationships 14 501,751 ( 234,785 ) 266,966 Technology 7 690,307 ( 342,582 ) 347,725 Content library 10 50,000 ( 19,122 ) 30,878 Trade name 1 4,018 ( 4,018 ) — Backlog 3 800 ( 800 ) — Total definite-lived 1,246,876 ( 601,307 ) 645,569 Total intangible assets $ 1,312,876 $ ( 601,307 ) $ 711,569 February 29, 2024 ($ in thousands) Weighted Average Cost Accumulated Net Indefinite-lived: Trademark / Trade name Indefinite $ 76,000 $ — $ 76,000 Definite-lived: Client relationships 14 502,722 ( 194,001 ) 308,721 Technology 7 691,573 ( 270,051 ) 421,522 Content library 10 50,000 ( 15,372 ) 34,628 Trade name 1 3,997 ( 3,997 ) — Backlog 3 800 ( 640 ) 160 Total definite-lived 1,249,092 ( 484,061 ) 765,031 Total intangible assets $ 1,325,092 $ ( 484,061 ) $ 841,031 |
Schedule of Future Amortization of Intangible Assets | Future amortization of intangible assets is as follows as of November 30, 2024: ($ in thousands) Amount December 2024 - February 2025 $ 29,241 2026 116,965 2027 116,965 2028 92,170 2029 69,507 Thereafter 220,721 Total future amortization $ 645,569 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: ($ in thousands) November 30, 2024 February 29, 2024 Computer equipment $ 68,954 $ 63,416 Software 26,560 27,038 Software development costs 67,380 53,613 Furniture and fixtures 1,876 2,719 Leasehold improvements 8,834 9,063 Gross property and equipment 173,604 155,849 Less accumulated depreciation and amortization ( 110,559 ) ( 88,672 ) Property and equipment, net $ 63,045 $ 67,177 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: ($ in thousands) November 30, 2024 February 29, 2024 Accrued compensation $ 26,624 $ 34,982 Trade accounts payable 27,110 29,678 Accrued professional services 5,270 5,712 Client deposits 2,649 2,558 Accrued severance and retention 307 1,530 Accrued litigation — 1,399 Current portion of tax receivable agreement liability 6,301 1,791 Other 8,868 12,944 Total accounts payable and accrued liabilities $ 77,129 $ 90,594 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Outstanding | Notes payable outstanding were as follows: ($ in thousands) November 30, 2024 February 29, 2024 2021 Term Loan $ 1,059,016 $ 1,067,238 Other notes payable 518 748 Total notes payable 1,059,534 1,067,986 Less unamortized debt issuance costs ( 15,476 ) ( 19,091 ) Total notes payable, net 1,044,058 1,048,895 Less current portion ( 11,288 ) ( 11,272 ) Notes payable, less current portion, net $ 1,032,770 $ 1,037,623 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
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, 2024 Asset-backed securities $ 162 $ 41 $ — $ 203 February 29, 2024 Asset-backed securities $ 162 $ 45 $ — $ 207 The asset-backed securities are included in other noncurrent assets on the Condensed Consolidated Balance Sheets. |
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, 2024 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investments: Asset-backed securities $ — $ 203 $ — $ 203 Total investments — 203 — 203 Other assets: Interest rate collar agreements — 167 — 167 Total other assets — 167 — 167 Total assets $ — $ 370 $ — $ 370 Liabilities: Interest rate collar agreements $ — $ — $ — $ — Cash-settled restricted stock units 11 — — 11 Tax receivable agreement liability — — 47,791 47,791 Warrant liability 1,197 — 463 1,660 Contingent consideration — — 9,568 9,568 Total liabilities $ 1,208 $ — $ 57,822 $ 59,030 February 29, 2024 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investments: Asset-backed securities $ — $ 207 $ — $ 207 Total investments — 207 — 207 Other assets: Forward currency contracts — 46 — 46 Interest rate collar agreements — 1,830 — 1,830 Total other assets — 1,876 — 1,876 Total assets $ — $ 2,083 $ — $ 2,083 Liabilities: Cash-settled stock units $ 34 $ — $ — $ 34 Tax receivable agreement liability — — 50,964 50,964 Warrant liability 11,012 — 3,701 14,713 Contingent consideration — — 18,028 18,028 Total liabilities $ 11,046 $ — $ 72,693 $ 83,739 |
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, 2024 February 29, 2024 Beginning of period $ 18,028 $ 29,548 Gain from fair value of contingent consideration ( 8,460 ) ( 11,520 ) End of period $ 9,568 $ 18,028 |
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, 2024 February 29, 2024 Beginning of period $ 50,964 $ 53,154 Payments ( 1,709 ) — Gain from fair value of tax receivable agreement liability ( 1,464 ) ( 2,190 ) End of period $ 47,791 $ 50,964 The following table provides a reconciliation of the warrant liability: ($ in thousands) November 30, 2024 February 29, 2024 Beginning of period $ 14,713 $ 29,616 Gain from fair value of warrant liability ( 13,053 ) ( 14,903 ) End of period $ 1,660 $ 14,713 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
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) 2024 2023 2024 2023 Americas $ 130,121 $ 133,018 $ 389,154 $ 401,842 Europe 16,607 19,404 51,111 58,678 Asia Pacific 4,927 5,075 14,745 15,585 Total revenue $ 151,655 $ 157,497 $ 455,010 $ 476,105 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
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 29, 2024 306,060,931 31,225,604 94 3,372,184 Conversion of Common Units (1) 533,369 ( 533,369 ) — — Issuance of common stock upon exercise of options 32,391 — — — Vesting of restricted awards, net of shares (2) 2,546,430 — — — Balance, November 30, 2024 309,173,121 30,692,235 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) 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, 2024 | |
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 Gains (Losses) on Foreign Exchange Forward Contracts Unrealized Holding Gains (Losses) on Interest Rate Collar Agreements Total Balance, February 29, 2024 $ ( 48,711 ) $ 46 $ 1,830 $ ( 46,835 ) Other comprehensive loss ( 5,979 ) ( 46 ) ( 1,663 ) ( 7,688 ) Other comprehensive loss ( 5,979 ) ( 46 ) ( 1,663 ) ( 7,688 ) Balance, November 30, 2024 $ ( 54,690 ) $ — $ 167 $ ( 54,523 ) |
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 on derivatives into net loss was as follows: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2024 2023 2024 2023 Reclassifications: Cost of revenue $ — $ 36 $ 1 $ 127 Research and development — 35 2 119 Sales and marketing — 2 — 6 General and administrative — 15 1 53 Total $ — $ 88 $ 4 $ 305 |
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 November 30, Nine Months Ended November 30, ($ in thousands) 2024 2023 2024 2023 Reclassifications: $ 100 million notional interest rate collar $ ( 109 ) $ ( 208 ) $ ( 531 ) $ ( 463 ) $ 200 million notional interest rate collar ( 102 ) ( 290 ) ( 693 ) ( 596 ) Total $ ( 211 ) $ ( 498 ) $ ( 1,224 ) $ ( 1,059 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
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: Three Months Ended November 30, Nine Months Ended November 30, (in thousands, except per share data) 2024 2023 2024 2023 Net loss per share: Numerator - basic: Net loss $ ( 381,644 ) $ ( 740,031 ) $ ( 457,285 ) $ ( 1,139,544 ) Less: Net loss attributable to noncontrolling interest ( 34,734 ) ( 72,475 ) ( 41,650 ) ( 111,721 ) Net loss attributable to E2open Parent Holdings, Inc. $ ( 346,910 ) $ ( 667,556 ) $ ( 415,635 ) $ ( 1,027,823 ) Numerator - diluted: Net loss attributable to E2open Parent Holdings, Inc. $ ( 346,910 ) $ ( 667,556 ) $ ( 415,635 ) $ ( 1,027,823 ) Net loss attributable to E2open Parent Holdings, Inc. $ ( 346,910 ) $ ( 667,556 ) $ ( 415,635 ) $ ( 1,027,823 ) Denominator - basic: Weighted average shares outstanding - basic 308,904 303,848 307,894 303,188 Net loss per share - basic $ ( 1.12 ) $ ( 2.20 ) $ ( 1.35 ) $ ( 3.39 ) Denominator - diluted: Weighted average shares outstanding - basic 308,904 303,848 307,894 303,188 Weighted average shares outstanding - diluted 308,904 303,848 307,894 303,188 Diluted net loss per common share $ ( 1.12 ) $ ( 2.20 ) $ ( 1.35 ) $ ( 3.39 ) |
Summary of Potential Common Shares Excluded from Calculation of Diluted Loss Per Common Share | The following table summarizes the potential common shares excluded from the calculation of diluted loss per common share as their effect would be anti-dilutive: Three Months Ended November 30, Nine Months Ended November 30, 2024 2023 2024 2023 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 30,692,235 32,879,559 30,692,235 32,954,797 Performance-based options 3,850,135 1,334,919 3,850,135 1,215,252 Time-based options 2,300,919 1,038,513 2,300,919 901,246 Performance-based restricted stock units 3,625,095 3,837,349 3,625,095 3,514,740 Time-based restricted stock units 12,312,167 8,449,869 12,312,167 9,778,141 Time-based restricted stock awards — 187,824 — 408,881 Units/Shares excluded from the dilution 87,860,425 82,807,907 87,860,425 83,852,931 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
Summary of Award Granted | The following table presents the awards granted for Class A Common Stock: Nine Months Ended November 30, 2024 2023 Awards granted Options 1,811 1,232 RSUs 8,165 12,235 Cash-settled RSUs 7 24 Total awards granted 9,983 13,491 |
Schedule of Functional Classification in Condensed Consolidated Statements of Operations | The table below sets forth the functional classification in the Unaudited Condensed Consolidated Statements of Operations of our equity-based compensation expense: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2024 2023 2024 2023 Cost of revenue $ 1,505 $ 1,304 $ 4,511 $ 3,059 Research and development 1,066 1,665 5,476 4,177 Sales and marketing 1,749 1,556 5,574 3,444 General and administrative 6,094 2,316 19,563 8,048 Total share-based compensation $ 10,414 $ 6,841 $ 35,124 $ 18,728 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
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, 2024 February 29, 2024 Operating lease right-of-use assets Operating lease right-of-use assets $ 16,627 $ 21,299 Finance lease right-of-use asset Property and equipment, net 5,998 5,150 Total right-of-use assets $ 22,625 $ 26,449 ($ in thousands) Balance Sheet Location November 30, 2024 February 29, 2024 Operating lease liability - current Current portion of operating lease obligations $ 6,597 $ 7,378 Operating lease liability Operating lease obligations 12,335 17,372 Finance lease liability - current Current portion of finance lease obligations 2,207 1,448 Finance lease liability Finance lease obligations 3,643 3,626 Total lease liabilities $ 24,782 $ 29,824 |
Summary of Lease Cost | The following table summarizes our total lease cost: Three Months Ended November 30, Nine Months Ended November 30, ($ in thousands) 2024 2023 2024 2023 Finance lease cost: Amortization of right-of-use asset $ 491 $ 135 $ 1,298 $ 1,319 Interest on lease liability 108 23 282 124 Finance lease cost 599 158 1,580 1,443 Operating lease cost: Operating lease cost 1,949 1,722 6,170 5,452 Variable lease cost 674 823 1,828 2,674 Sublease income ( 211 ) ( 209 ) ( 635 ) ( 440 ) Operating net lease cost 2,412 2,336 7,363 7,686 Total net lease cost $ 3,011 $ 2,494 $ 8,943 $ 9,129 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: Nine Months Ended November 30, ($ in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 5,945 $ 6,378 |
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, 2024 2023 Weighted-average remaining lease term (in years): Finance lease 2.97 4.14 Operating lease 3.41 3.98 Weighted-average discount rate: Finance lease 7.01 % 7.66 % Operating lease 7.32 % 6.95 % |
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, 2024: ($ in thousands) Operating Leases Finance Leases December 2024 - February 2025 $ 2,171 $ 637 2026 7,299 2,446 2027 5,856 1,869 2028 3,241 1,007 2029 1,422 561 Thereafter 1,455 — Total 21,444 6,520 Less: Present value discount ( 2,512 ) ( 670 ) Lease liabilities $ 18,932 $ 5,850 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Nov. 30, 2024 | |
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) 2024 2023 Supplemental cash flow information - Cash paid for: Interest $ 71,407 $ 76,748 Income taxes 4,978 6,232 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities 1,590 1,053 Right-of-use assets obtained in exchange for operating lease obligations 533 8,708 Shares withheld for taxes on vesting of restricted stock 7,194 3,059 Conversion of Common Units to Class A Common Stock 2,253 836 Redeemable share-based awards 2,481 — |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Nov. 30, 2024 | Feb. 29, 2024 |
Receivables [Abstract] | ||
Accounts receivable | $ 122,342 | $ 144,253 |
Unbilled receivables | 18,721 | 23,890 |
Less: Allowance for credit losses | (7,103) | (6,587) |
Accounts receivable, net | $ 133,960 | $ 161,556 |
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, 2024 | Feb. 29, 2024 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid software and hardware license and maintenance fees | $ 10,435 | $ 9,599 |
Income and other taxes receivable | 5,746 | 4,759 |
Prepaid insurance | 1,597 | 1,667 |
Deferred commissions | 9,457 | 7,421 |
Prepaid marketing | 529 | 1,073 |
Security deposits | 1,086 | 1,251 |
Other prepaid expenses and other current assets | 2,309 | 3,073 |
Total prepaid expenses and other current assets | $ 31,159 | $ 28,843 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2024 USD ($) | Nov. 30, 2023 USD ($) | Nov. 30, 2024 USD ($) ReportingUnit | Nov. 30, 2023 USD ($) | Feb. 29, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill impairment charges | $ | $ 369,100 | $ 687,700 | $ 369,100 | $ 1,097,741 | $ 1,097,741 |
Number of reporting unit | ReportingUnit | 1 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes In Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | |
Goodwill [Line Items] | |||||
Beginning balance | $ 1,843,477 | $ 2,927,807 | $ 2,927,807 | ||
Impairment charge | $ (369,100) | $ (687,700) | (369,100) | $ (1,097,741) | (1,097,741) |
Currency translation adjustment | (6,793) | 13,411 | |||
Ending balance | $ 1,467,584 | $ 1,467,584 | $ 1,843,477 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charge for intangible assets | $ 10,000 | $ 30,000 | $ 10,000 | $ 34,000 |
Intangible assets amortization expense | 29,300 | 44,600 | 118,900 | 134,100 |
Trademark / Trade name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charge for intangible assets | $ 10,000 | $ 30,000 | $ 10,000 | $ 34,000 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Nov. 30, 2024 | Feb. 29, 2024 | |
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Cost | $ 1,246,876 | $ 1,249,092 |
Definite-lived intangible assets, Accumulated Amortization | (601,307) | (484,061) |
Definite-lived intangible assets, Net | 645,569 | 765,031 |
Total intangible assets, Cost | 1,312,876 | 1,325,092 |
Total intangible assets, Net | $ 711,569 | $ 841,031 |
Client Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives in Years | 14 years | 14 years |
Definite-lived intangible assets, Cost | $ 501,751 | $ 502,722 |
Definite-lived intangible assets, Accumulated Amortization | (234,785) | (194,001) |
Definite-lived intangible assets, Net | $ 266,966 | $ 308,721 |
Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives in Years | 7 years | 7 years |
Definite-lived intangible assets, Cost | $ 690,307 | $ 691,573 |
Definite-lived intangible assets, Accumulated Amortization | (342,582) | (270,051) |
Definite-lived intangible assets, Net | $ 347,725 | $ 421,522 |
Content Library | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives in Years | 10 years | 10 years |
Definite-lived intangible assets, Cost | $ 50,000 | $ 50,000 |
Definite-lived intangible assets, Accumulated Amortization | (19,122) | (15,372) |
Definite-lived intangible assets, Net | $ 30,878 | $ 34,628 |
Trade Name | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives in Years | 1 year | 1 year |
Definite-lived intangible assets, Cost | $ 4,018 | $ 3,997 |
Definite-lived intangible assets, Accumulated Amortization | $ (4,018) | $ (3,997) |
Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Weighted Average Useful Lives in Years | 3 years | 3 years |
Definite-lived intangible assets, Cost | $ 800 | $ 800 |
Definite-lived intangible assets, Accumulated Amortization | $ (800) | (640) |
Definite-lived intangible assets, Net | $ 160 | |
Trademark / Trade name | ||
Finite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | Indefinite | Indefinite |
Indefinite-lived intangible assets | $ 66,000 | $ 76,000 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Nov. 30, 2024 | Feb. 29, 2024 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
December 2024 - February 2025 | $ 29,241 | |
2026 | 116,965 | |
2027 | 116,965 | |
2028 | 92,170 | |
2029 | 69,507 | |
Thereafter | 220,721 | |
Definite-lived intangible assets, Net | $ 645,569 | $ 765,031 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Nov. 30, 2024 | Feb. 29, 2024 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 173,604 | $ 155,849 |
Less accumulated depreciation and amortization | (110,559) | (88,672) |
Property and equipment, net | 63,045 | 67,177 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 68,954 | 63,416 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 26,560 | 27,038 |
Software Delopment Costs | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 67,380 | 53,613 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 1,876 | 2,719 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 8,834 | $ 9,063 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 8.5 | $ 9 | $ 26 | $ 26.7 |
Amortization of capitalized software development costs | $ 3.3 | $ 2.4 | $ 9.3 | $ 6.7 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Nov. 30, 2024 | Feb. 29, 2024 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 26,624 | $ 34,982 |
Trade accounts payable | 27,110 | 29,678 |
Accrued professional services | 5,270 | 5,712 |
Client deposits | 2,649 | 2,558 |
Accrued severance and retention | 307 | 1,530 |
Accrued litigation | 1,399 | |
Current portion of tax receivable agreement liability | 6,301 | 1,791 |
Other | 8,868 | 12,944 |
Total accounts payable and accrued liabilities | $ 77,129 | $ 90,594 |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Feb. 04, 2021 | Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | |
Tax Receivable Agreement [Line Items] | ||||||
Tax rate | 24.10% | |||||
Imputed interest rate | 7% | |||||
Tax receivable agreement liability | $ 66.9 | $ 66.9 | $ 69.7 | |||
Tax receivable agreement liability current | $ 6.3 | $ 6.3 | $ 1.8 | |||
Tax receivable agreement tax rate | 23.70% | 23.70% | 23.70% | |||
Business combination discount rate for ASC 805 calculation | 9.50% | 9.50% | 9% | |||
Increase in ASC 450 liability | $ 0.5 | $ 0 | ||||
Payment to tax receivable agreement holders | 1.8 | |||||
Change in tax receivable agreement liability | $ 2.5 | $ 2.9 | $ 1.5 | $ 8.4 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable Outstanding (Details) - USD ($) $ in Thousands | Nov. 30, 2024 | Feb. 29, 2024 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 1,059,534 | $ 1,067,986 |
Less unamortized debt issuance costs | (15,476) | (19,091) |
Total notes payable, net | 1,044,058 | 1,048,895 |
Less current portion | (11,288) | (11,272) |
Notes payable, less current portion, net | 1,032,770 | 1,037,623 |
Notes Payable | Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 518 | 748 |
Notes Payable | 2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 1,059,016 | $ 1,067,238 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 01, 2023 | Feb. 04, 2021 | Feb. 28, 2021 | Nov. 30, 2024 | Feb. 29, 2024 | Mar. 31, 2023 | Apr. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||||||
Line of credit, sublimit | $ 15 | |||||||
Interest rate collars maturity date | Mar. 31, 2026 | |||||||
Zero Cost Interest Rate Collars | ||||||||
Debt Instrument [Line Items] | ||||||||
Notional interest rate collar amount | $ 200 | $ 300 | ||||||
Executed Cap of 4.75% and Floor of 2.57% | ||||||||
Debt Instrument [Line Items] | ||||||||
Notional interest rate collar amount | $ 200 | |||||||
Cap interest rate | 4.75% | |||||||
Floor interest rate | 2.57% | |||||||
Executed Cap of 4.50% and Floor of 2.56% | ||||||||
Debt Instrument [Line Items] | ||||||||
Notional interest rate collar amount | $ 100 | |||||||
Cap interest rate | 4.50% | |||||||
Floor interest rate | 2.56% | |||||||
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 | $ 0 | $ 0 | $ 155 | ||||
Line of credit, sublimit | 15 | 30 | ||||||
Line of credit facility, mature date | Feb. 04, 2026 | |||||||
Line of credit, available borrowing capacity | $ 155 | 155 | ||||||
2021 Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit, maximum borrowing capacity | $ 525 | $ 1,059 | $ 1,067.2 | |||||
Line of credit, frequency of payments | quarterly | |||||||
Line of credit, installments amount | $ 2.7 | |||||||
Line of credit facility, mature date | Feb. 04, 2028 | |||||||
Line of credit, minimum additional borrowing amount | $ 2 | |||||||
Interest rate | 8.19% | 8.95% | ||||||
Accrued unpaid interest | $ 0.2 | |||||||
2021 Term Loan | SOFR Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | 3.50% | ||||||
Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, additional borrowing amount | $ 190 | $ 380 | ||||||
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 Millions | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | |
Business Acquisition Contingent Consideration [Line Items] | |||||
Contingent consideration liability | $ 9.6 | $ 9.6 | $ 18 | ||
Contingent consideration liability remeasured gain | $ 8.7 | $ 5.1 | $ 8.5 | $ 15.4 | |
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 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Investments (Details) - Asset-backed Securities - USD ($) $ in Thousands | Nov. 30, 2024 | Feb. 29, 2024 |
Marketable Securities [Line Items] | ||
Cost | $ 162 | $ 162 |
Gross Unrealized Gains | 41 | 45 |
Fair Value | $ 203 | $ 207 |
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, 2024 | Feb. 29, 2024 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | $ 203 | $ 207 |
Total other assets | 167 | 1,876 |
Total assets | 370 | 2,083 |
Total liabilities | 59,030 | 83,739 |
Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 203 | 207 |
Forward Currency Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total other assets | 46 | |
Interest rate collar agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total other assets | 167 | 1,830 |
Cash-settled Restricted Stock Units | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 11 | 34 |
Tax Receivable Agreement Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 47,791 | 50,964 |
Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 1,660 | 14,713 |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 9,568 | 18,028 |
Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 1,208 | 11,046 |
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 | 11 | 34 |
Fair Value, Inputs, Level 1 | Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 1,197 | 11,012 |
Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 203 | 207 |
Total other assets | 167 | 1,876 |
Total assets | 370 | 2,083 |
Fair Value, Inputs, Level 2 | Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 203 | 207 |
Fair Value, Inputs, Level 2 | Forward Currency Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total other assets | 46 | |
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 | 167 | 1,830 |
Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 57,822 | 72,693 |
Fair Value, Inputs, Level 3 | Tax Receivable Agreement Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 47,791 | 50,964 |
Fair Value, Inputs, Level 3 | Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 463 | 3,701 |
Fair Value, Inputs, Level 3 | Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 9,568 | $ 18,028 |
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, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Gain from fair value of contingent consideration | $ (8,700) | $ (5,100) | $ (8,460) | $ (15,360) | |
Fair Value, Inputs, Level 3 | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Beginning of period | 18,028 | $ 29,548 | $ 29,548 | ||
Gain from fair value of contingent consideration | (8,460) | (11,520) | |||
End of period | $ 9,568 | $ 9,568 | $ 18,028 |
Fair Value Measurement - Reco_2
Fair Value Measurement - Reconciliation of Liability Measured at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Gain from fair value of tax receivable agreement liability | $ (4,893) | $ (2,617) | $ (13,053) | $ (18,786) | |
Fair Value, Inputs, Level 3 | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Beginning of period | 18,028 | 29,548 | $ 29,548 | ||
End of period | 9,568 | 9,568 | 18,028 | ||
Tax Receivable Agreement Liability | Fair Value, Inputs, Level 3 | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Beginning of period | 50,964 | 53,154 | 53,154 | ||
Payments | (1,709) | ||||
Gain from fair value of tax receivable agreement liability | (1,464) | (2,190) | |||
End of period | 47,791 | 47,791 | 50,964 | ||
Warrants | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Gain from fair value of tax receivable agreement liability | (4,900) | $ (2,600) | (13,100) | (18,800) | |
Warrants | Fair Value, Inputs, Level 3 | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Beginning of period | 14,713 | $ 29,616 | 29,616 | ||
Gain from fair value of tax receivable agreement liability | (13,053) | (14,903) | |||
End of period | $ 1,660 | $ 1,660 | $ 14,713 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value transfer between levels | $ 0 | $ 0 | $ 0 | $ 0 |
Forward Purchase Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Redeemable warrants purchased | 5,000,000 |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 151,655 | $ 157,497 | $ 455,010 | $ 476,105 |
Americas | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 130,121 | 133,018 | 389,154 | 401,842 |
Europe | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 16,607 | 19,404 | 51,111 | 58,678 |
Asia Pacific | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 4,927 | $ 5,075 | $ 14,745 | $ 15,585 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | |
Disaggregation Of Revenue [Line Items] | |||||
Contract with customer asset | $ 18.7 | $ 18.7 | $ 23.9 | ||
Deferred revenue | 190.1 | 190.1 | 215.2 | ||
Deferred revenue, revenue recognized | 41.9 | 188 | |||
Prepaid Expenses and Other Current Assets and Other Noncurrent Assets | |||||
Disaggregation Of Revenue [Line Items] | |||||
Capitalized sales commissions | 25.5 | 25.5 | $ 21.4 | ||
Sales and Marketing Expense | |||||
Disaggregation Of Revenue [Line Items] | |||||
Amortization expense | $ 2.5 | $ 1.7 | $ 6.9 | $ 4.5 | |
Revenue | Geographic Concentration | United States | |||||
Disaggregation Of Revenue [Line Items] | |||||
Concentration risk percentage | 85% | 84% | 85% | 84% |
Revenue - Additional Informat_2
Revenue - Additional Information1 (Details) - USD ($) $ in Millions | Nov. 30, 2024 | Feb. 29, 2024 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-03-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligation amount | $ 863.1 | |
Revenue remaining performance obligation expected period | 5 years | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-12-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | ||
Revenue remaining performance obligation amount | $ 931.3 | |
Revenue remaining performance obligation expected period | 5 years |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | |
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 29,079,872 | 29,079,872 | 29,079,872 | ||
Warrant exercise price per share | $ 11.50 | $ 11.50 | $ 11.50 | ||
Warrants expiration term | 5 years | 5 years | 5 years | ||
Warrant liability | $ 1,660 | $ 1,660 | $ 14,713 | ||
Gain from change in fair value of warrant liability | 4,893 | $ 2,617 | 13,053 | $ 18,786 | |
Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Gain from change in fair value of warrant liability | $ 4,900 | $ 2,600 | $ 13,100 | $ 18,800 | |
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, 2024 Vote $ / shares shares | Feb. 29, 2024 $ / 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 | 309,349,775 | 306,237,585 |
Common stock, shares outstanding | 309,173,121 | 306,060,931 |
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 | 30,692,235 | 31,225,604 |
Common stock, shares outstanding | 30,692,235 | 31,225,604 |
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 | 12,055,655 | 11,522,286 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Outstanding Stock (Details) | 9 Months Ended | |
Nov. 30, 2024 shares | ||
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares outstanding | 306,060,931 | |
Conversion of Common Units | 533,369 | [1] |
Issuance of common stock upon exercise of options | 32,391 | |
Vesting of restricted awards, net of shares withheld for taxes | 2,546,430 | [2] |
Common stock, shares, outstanding | 309,173,121 | |
Class V | ||
Class of Stock [Line Items] | ||
Common stock, shares outstanding | 31,225,604 | |
Conversion of Common Units | (533,369) | [1] |
Common stock, shares, outstanding | 30,692,235 | |
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. |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | |
Minority Interest [Line Items] | |||||
Decrease to noncontrolling interests | $ 0.8 | $ 2.3 | $ 0.8 | ||
E2open Holdings, LLC | |||||
Minority Interest [Line Items] | |||||
Noncontrolling interest percentage | 9% | 9% | 9.30% | ||
Noncontrolling interest number of common units held by participants | 30,700,000 | 30,700,000 | 31,200,000 | ||
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 | 0 | 269,087 | 533,369 | 269,087 | |
E2open Holdings, LLC | Class V Common Stock | |||||
Minority Interest [Line Items] | |||||
Conversion of stock, shares issued | 1 | ||||
E2open Holdings, LLC | Common Stock | Class A Ordinary Shares | |||||
Minority Interest [Line Items] | |||||
Conversion of stock, amount issued | $ 0.8 | $ 2.3 | $ 0.8 |
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, 2024 | Aug. 31, 2024 | May 31, 2024 | Nov. 30, 2023 | Aug. 31, 2023 | May 31, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Begining Balance | $ (46,835) | $ (46,835) | ||||||
Other comprehensive loss | (7,688) | |||||||
Total other comprehensive (loss) income, net | $ (22,345) | $ 12,163 | 2,494 | $ 307 | $ 14,234 | $ 8,170 | (7,688) | $ 22,711 |
Ending Balance | (54,523) | (54,523) | ||||||
Foreign Currency Translation Adjustment | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Begining Balance | (48,711) | (48,711) | ||||||
Other comprehensive loss | (5,979) | |||||||
Total other comprehensive (loss) income, net | (5,979) | |||||||
Ending Balance | (54,690) | (54,690) | ||||||
Unrealized Holding Gains (Losses) on Derivatives | Foreign Exchange Forward Contracts | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Begining Balance | 46 | 46 | ||||||
Other comprehensive loss | (46) | |||||||
Total other comprehensive (loss) income, net | (46) | |||||||
Ending Balance | 0 | 0 | ||||||
Unrealized Holding Gains (Losses) on Derivatives | Interest Rate Collar Agreements | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Begining Balance | $ 1,830 | 1,830 | ||||||
Other comprehensive loss | (1,663) | |||||||
Total other comprehensive (loss) income, net | (1,663) | |||||||
Ending Balance | $ 167 | $ 167 |
Other Comprehensive Loss - Addi
Other Comprehensive Loss - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Nov. 30, 2024 | Nov. 30, 2024 | |
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 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified out of unrealized holding losses | $ 88 | $ 4 | $ 305 |
Cost of Revenue | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified out of unrealized holding losses | 36 | 1 | 127 |
Research and Development | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified out of unrealized holding losses | 35 | 2 | 119 |
Sales and Marketing | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified out of unrealized holding losses | 2 | 6 | |
General and Administrative | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified out of unrealized holding losses | $ 15 | $ 1 | $ 53 |
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, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified out of unrealized gains | $ (211) | $ (498) | $ (1,224) | $ (1,059) |
$100 million Notional Interest Rate Collar | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified out of unrealized gains | (109) | (208) | (531) | (463) |
$200 million Notional Interest Rate Collar | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified out of unrealized gains | $ (102) | $ (290) | $ (693) | $ (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, 2024 | 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, 2024 | Aug. 31, 2024 | May 31, 2024 | Nov. 30, 2023 | Aug. 31, 2023 | May 31, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Numerator - basic: | ||||||||
Net loss | $ (381,644) | $ (32,853) | $ (42,788) | $ (740,031) | $ (38,629) | $ (360,884) | $ (457,285) | $ (1,139,544) |
Less: Net loss attributable to noncontrolling interest | (34,734) | (72,475) | (41,650) | (111,721) | ||||
Net loss attributable to E2open Parent Holdings, Inc. - basic | (346,910) | (667,556) | (415,635) | (1,027,823) | ||||
Numerator - diluted: | ||||||||
Net loss attributable to E2open Parent Holdings, Inc. - basic | (346,910) | (667,556) | (415,635) | (1,027,823) | ||||
Net loss attributable to E2open Parent Holdings, Inc. - diluted | $ (346,910) | $ (667,556) | $ (415,635) | $ (1,027,823) | ||||
Denominator - basic: | ||||||||
Weighted average shares outstanding - basic | 308,904 | 303,848 | 307,894 | 303,188 | ||||
Net loss per share - basic | $ (1.12) | $ (2.2) | $ (1.35) | $ (3.39) | ||||
Denominator - diluted: | ||||||||
Weighted average shares outstanding - basic | 308,904 | 303,848 | 307,894 | 303,188 | ||||
Weighted average effect of dilutive securities: | ||||||||
Weighted average shares outstanding - diluted | 308,904 | 303,848 | 307,894 | 303,188 | ||||
Diluted net loss per common share | $ (1.12) | $ (2.2) | $ (1.35) | $ (3.39) |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Potential Common Shares Excluded from Calculation of Diluted Loss Per Common Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 87,860,425 | 82,807,907 | 87,860,425 | 83,852,931 |
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 | 30,692,235 | 32,879,559 | 30,692,235 | 32,954,797 |
Performance Based Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 3,850,135 | 1,334,919 | 3,850,135 | 1,215,252 |
Time Based Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 2,300,919 | 1,038,513 | 2,300,919 | 901,246 |
Performance Based Restricted Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 3,625,095 | 3,837,349 | 3,625,095 | 3,514,740 |
Time Based Restricted Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Units/Shares excluded from the dilution computation | 12,312,167 | 8,449,869 | 12,312,167 | 9,778,141 |
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 | ||||||||
Jun. 10, 2024 | Apr. 30, 2024 | Nov. 30, 2023 | Oct. 31, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | Mar. 01, 2024 | Mar. 01, 2023 | Mar. 01, 2022 | Feb. 28, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Unrecognized compensation cost | $ 7,600,000 | ||||||||||
Class A ordinary shares | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Shares issued resulting from exercise of stock options | 32,391 | ||||||||||
Aggregate intrinsic value of options, exercised | $ 200,000 | ||||||||||
Performance Based Restricted Stock Units | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Number of unvested shares | 3,625,098 | ||||||||||
Redeemable share based awards description | Mr. Andrew Appel, Chief Executive Officer (CEO), was awarded performance-based RSUs with a market condition based on the closing price of our stock for 20 days out of 30 consecutive trading days during the performance period. The stock hurdles range from $3.50 to $15.00 with $3.50 generating an 8% attainment and $15.00 producing a 200% attainment. The performance period will be for the three-years of the grant and be measured at each vesting date. The performance-based options will time vest up to one-third after the first year and up to one-twelfth each of the following seven quarters with the remaining earned shares vesting on the third anniversary of the grant. | ||||||||||
Employee Stock Option | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Vesting options | 9,121 | ||||||||||
RSUs | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Vesting period | 10 years | ||||||||||
Vesting RSU's | 204,511 | ||||||||||
Cash portion award percentage | 50% | ||||||||||
RSUs | Minimum | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Performance target percentage | 100% | ||||||||||
RSUs | Time-Based Units | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Unrecognized compensation cost | $ 50,800,000 | ||||||||||
Number of shares, unvested or expected to vest | 12,312,167 | ||||||||||
RSUs | Cash-Settled Units | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Number of unvested shares | 27,875 | ||||||||||
Total intrinsic value of unvested units | $ 100,000 | ||||||||||
Performance Based Options | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Options outstanding | 3,850,135 | ||||||||||
Time Based Options | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Options outstanding | 2,300,919 | ||||||||||
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 | |||||||||
Vesting period | 3 years | ||||||||||
Non-Employee Directors | Time-Based Units | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Vesting period | 1 year | ||||||||||
Chief Executive Officer | Minimum | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Stock hurdles | $ 3,500 | ||||||||||
Stock hurdles, attainment percentage | 8% | ||||||||||
Chief Executive Officer | Maximum | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Stock hurdles | $ 15,000 | ||||||||||
Stock hurdles, attainment percentage | 200% | ||||||||||
Chief Executive Officer | Performance Based Restricted Stock Units | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
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 | 12,152,072 | ||||||||||
2021 Incentive Plan | RSUs | Cash-Settled Units | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
2021 Incentive Plan | RSAs | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Grant value of RSA's | $ 400,000 | ||||||||||
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 | $ 700,000 | ||||||||||
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 | 5 months | ||||||||||
2021 Evergreen Incentive Plan | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Common stock reserved for issuance | 12,301,706 | 7,304,646 | 4,849,684 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Award Granted (Details) - Class A ordinary shares - shares | 9 Months Ended | |
Nov. 30, 2024 | Nov. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total awards granted | 9,983 | 13,491 |
Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total awards granted | 1,811 | 1,232 |
RSUs | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total awards granted | 8,165 | 12,235 |
Cash-settled RSUs | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total awards granted | 7 | 24 |
Share-Based Compensation - Sche
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, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | $ 10,414 | $ 6,841 | $ 35,124 | $ 18,728 |
Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 1,505 | 1,304 | 4,511 | 3,059 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 1,066 | 1,665 | 5,476 | 4,177 |
Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | 1,749 | 1,556 | 5,574 | 3,444 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based and unit-based compensation | $ 6,094 | $ 2,316 | $ 19,563 | $ 8,048 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||||
Nov. 30, 2024 USD ($) Sublease | Aug. 31, 2024 USD ($) | Nov. 30, 2023 USD ($) | Aug. 31, 2023 USD ($) | Nov. 30, 2024 USD ($) Sublease | Nov. 30, 2023 USD ($) | Feb. 29, 2024 USD ($) | |
Lessee Lease Description [Line Items] | |||||||
Operating lease expiration date | 2028-07 | 2026-02 | 2031-09 | ||||
Operating lease, existence of option to extend | true | ||||||
Number of subleases | Sublease | 5 | 5 | |||||
Lease deposit | $ 3,200,000 | $ 3,200,000 | $ 3,400,000 | ||||
Impairment of leasehold improvements | $ 0 | $ 100,000 | $ 600,000 | $ 600,000 | |||
Financing lease expiration date | 2028-11 | ||||||
Gain on the write-off of the remaining ROU asset and liability | $ 100,000 | $ 200,000 | $ 126,000 | $ 187,000 | |||
Early termination fee | $ 600,000 | $ 200,000 | |||||
Vehicle | |||||||
Lessee Lease Description [Line Items] | |||||||
Operating lease expiration date | 2028-10 | ||||||
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, 2024 | Feb. 29, 2024 |
Lease, Cost [Abstract] | ||
Right-of-use (ROU) operating asset | $ 16,627 | $ 21,299 |
Finance lease right-of-use asset | $ 5,998 | $ 5,150 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Total right-of-use assets | $ 22,625 | $ 26,449 |
Operating lease liability - current | 6,597 | 7,378 |
Operating lease liability | 12,335 | 17,372 |
Finance lease liability - current | 2,207 | 1,448 |
Finance lease liability | 3,643 | 3,626 |
Total lease liabilities | $ 24,782 | $ 29,824 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2024 | Nov. 30, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | |
Finance lease cost: | ||||
Amortization of right-of-use asset | $ 491 | $ 135 | $ 1,298 | $ 1,319 |
Interest on lease liability | 108 | 23 | 282 | 124 |
Finance lease cost | 599 | 158 | 1,580 | 1,443 |
Operating lease cost: | ||||
Operating lease cost | 1,949 | 1,722 | 6,170 | 5,452 |
Variable lease cost | 674 | 823 | 1,828 | 2,674 |
Sublease income | (211) | (209) | (635) | (440) |
Operating net lease cost | 2,412 | 2,336 | 7,363 | 7,686 |
Total net lease cost | $ 3,011 | $ 2,494 | $ 8,943 | $ 9,129 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2024 | Nov. 30, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 5,945 | $ 6,378 |
Leases - Weighted-average Remai
Leases - Weighted-average Remaining Lease Terms and Discount Rates of Leases (Details) | Nov. 30, 2024 | Nov. 30, 2023 |
Lessee, Lease, Description [Line Items] | ||
Weighted-average remaining lease term (in years): Finance lease | 2 years 11 months 19 days | 4 years 1 month 20 days |
Weighted-average remaining lease term (in years): Operating lease | 3 years 4 months 28 days | 3 years 11 months 23 days |
Weighted-average discount rate: Finance lease | 7.01% | 7.66% |
Weighted-average discount rate: Operating lease | 7.32% | 6.95% |
Leases - Undiscounted Future Ca
Leases - Undiscounted Future Cash Flows Utilized in Calculation of Lease Liabilities (Details) $ in Thousands | Nov. 30, 2024 USD ($) |
Operating Leases | |
December 2024 - February 2025 | $ 2,171 |
2026 | 7,299 |
2027 | 5,856 |
2028 | 3,241 |
2029 | 1,422 |
Thereafter | 1,455 |
Total | 21,444 |
Less: Present value discount | (2,512) |
Lease liabilities | 18,932 |
Finance Leases | |
December 2024 - February 2025 | 637 |
2026 | 2,446 |
2027 | 1,869 |
2028 | 1,007 |
2029 | 561 |
Thereafter | 0 |
Total | 6,520 |
Less: Present value discount | (670) |
Lease liabilities | $ 5,850 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Nov. 30, 2024 | Nov. 30, 2023 | May 31, 2023 | Nov. 30, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | |
Income Tax Disclosure [Line Items] | ||||||
Income tax benefit | $ 2,431 | $ 5,413 | $ 2,405 | $ 73,827 | ||
Tax rate | 0.60% | 0.70% | 0.50% | 6.10% | ||
Loss before income tax provision | $ 384,075 | $ 745,444 | $ 459,690 | $ 1,213,371 | ||
Income tax benefit, net of a valuation allowance | (154,500) | $ (179,900) | ||||
Income tax benefit primarily resulted from the discrete impact of goodwill impairment | $ (67,600) | $ (3,700) | ||||
Gross unrecognized tax benefits | 2,500 | 2,500 | $ 2,500 | |||
Unrecognized tax benefits, gross interest and penalties accrued | $ 200 | $ 200 | $ 200 |
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, 2024 | Nov. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest | $ 71,407 | $ 76,748 |
Income taxes | 4,978 | 6,232 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | 1,590 | 1,053 |
Right-of-use assets obtained in exchange for operating lease obligations | 533 | 8,708 |
Shares withheld for taxes on vesting of restricted stock | 7,194 | 3,059 |
Conversion of Common Units to Class A Common Stock | 2,253 | $ 836 |
Redeemable share-based awards | $ 2,481 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Jan. 07, 2025 | Dec. 20, 2024 | Nov. 30, 2024 | |
Performance-Based RSUs | |||
Subsequent Event [Line Items] | |||
Performance-based options description | Mr. Andrew Appel, Chief Executive Officer (CEO), was awarded performance-based RSUs with a market condition based on the closing price of our stock for 20 days out of 30 consecutive trading days during the performance period. The stock hurdles range from $3.50 to $15.00 with $3.50 generating an 8% attainment and $15.00 producing a 200% attainment. The performance period will be for the three-years of the grant and be measured at each vesting date. The performance-based options will time vest up to one-third after the first year and up to one-twelfth each of the following seven quarters with the remaining earned shares vesting on the third anniversary of the grant. | ||
Subsequent Event | Time-Based Units | Ms. Susan Bennett | 2021 Incentive Plan | |||
Subsequent Event [Line Items] | |||
Fair value of options granted | $ 0.5 | ||
Number of Shares, Granted | 164,836 | ||
Exercise price | $ 2.73 | ||
Performance-based options description | Ms. Bennett was awarded time-based options with a value of $0.5 million, or 164,836 shares, with an exercise price of $2.73 which vest one-third on January 7, 2026 and then ratably each quarter over the remaining two years. The options will expire if unexercised at the end of ten years. | ||
Subsequent Event | Restricted Stock | Time-Based Units | Ms. Susan Bennett | 2021 Incentive Plan | |||
Subsequent Event [Line Items] | |||
Grant value of RSU's | $ 1.5 | ||
Shares available for grant | 570,343 | ||
Subsequent Event | Restricted Stock | Time-Based Units, Tranche One | Mr. Rachit Lohani | 2021 Incentive Plan | |||
Subsequent Event [Line Items] | |||
Grant value of RSU's | $ 3 | ||
Shares available for grant | 1,102,942 | ||
Vesting period | 4 years | ||
Subsequent Event | Restricted Stock | Time-Based Units, Tranche Two | Mr. Rachit Lohani | 2021 Incentive Plan | |||
Subsequent Event [Line Items] | |||
Grant value of RSU's | $ 2.5 | ||
Shares available for grant | 919,118 | ||
Performance-based options description | Mr. Lohani was also awarded time-based RSUs with a value of $2.5 million, or 919,118 shares, which vest one-third at the end of the first year and then ratably each quarter over the remaining two years. | ||
Subsequent Event | Performance-Based RSUs | Ms. Susan Bennett | 2021 Incentive Plan | |||
Subsequent Event [Line Items] | |||
Grant value of RSU's | $ 0.9 | ||
Shares available for grant | 342,206 | ||
Organic growth target | 1 year | ||
Performance-based options description | Ms. Bennett was also awarded performance-based RSUs with a value of $0.9 million, or 342,206 shares, which vest one-third at the end of the first year and then ratably each quarter over the remaining two years. The performance-based RSUs are measured based on obtaining an organic subscription revenue growth and constant currency adjusted EBITDA targets over a one-year period which are the same performance targets as the other performance RSUs granted during fiscal 2025. | ||
Subsequent Event | Performance-Based RSUs | Mr. Rachit Lohani | 2021 Incentive Plan | |||
Subsequent Event [Line Items] | |||
Grant value of RSU's | $ 1 | ||
Shares available for grant | 367,648 | ||
Performance-based options description | Mr. Lohani was awarded performance-based RSUs with a value of $1.0 million, or 367,648 shares, which time vest one-third at the end of the first year and then ratably each quarter over the remaining two years. The performance-based RSUs measurement will be determined by the board of directors in fiscal 2026. Mr. Lohani will not be eligible for additional stock grants until fiscal 2027. |