As Filed Pursuant to Rule 424(b)(3)

Registration No. 333-259562

PROSPECTUS SUPPLEMENT NO. 2

To Prospectus Dated October 8, 2021

img150852351_0.jpg 

 

 

This prospectus supplement amends and supplements the prospectus dated October 8, 2021, as supplemented or amended from time to time (Prospectus), which forms a part of our Registration Statement on Form S-1 (No. 333-259562). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly Report on Form 10-Q for the period ended November 30, 2021, filed with the U.S. Securities and Exchange Commission on January 12, 2022 (Quarterly Report). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

 

The Prospectus and this prospectus supplement relate to: (1) the resale by certain of the BluJay Sellers (as defined below) of 72,383,299 shares of our Class A Common Stock, par value $0.0001 per share (Class A Common Stock), issued in connection with the Share Purchase Deed, dated as of May 27, 2021 (as may be amended from time to time in accordance with the terms thereof, the Purchase Agreement), by and among E2open Parent Holdings, Inc. (E2open or the Company), BluJay Topco Limited (BluJay) and the shareholders of BluJay (BluJay Sellers), pursuant to which E2open or a direct or indirect subsidiary thereof purchased all of the outstanding shares of capital stock of BluJay from the BluJay Sellers (BluJay Acquisition) on September 1, 2021, and as a result, BluJay and its subsidiaries became subsidiaries of E2open; (2) the resale by certain of the BluJay PIPE Investors (as defined below) of 28,909,022 shares of Class A Common Stock issued in exchange for aggregate gross proceeds of approximately $300 million to certain investors, including certain existing stockholders (BluJay PIPE Investors) in connection with the BluJay Acquisition; (3) the resale of 133,323 shares of Class A Common Stock issued pursuant to a purchase price adjustment in accordance with the Business Combination Agreement; and (4) the resale of 103,929 shares of Class A Common Stock issuable upon the exchange of common units of E2open Holdings, LLC (Common Units) issued pursuant to a purchase price adjustment in accordance with the Business Combination Agreement and the surrender and cancellation of a corresponding number of shares of Class V Common Stock of E2open (Class V Common Stock). The aggregate number of shares of Class A Common Stock shall be adjusted to include any additional shares of Class A Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.

 

Our Class A Common Stock and warrants trade on the New York Stock Exchange under the symbols “ETWO” and “ETWO-WT,” respectively. On January 11, 2022, the closing price of our common stock was $10.19 per share and the closing price of our warrants was $2.39 per share.

 

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

 

Investing in our securities involves risks that are described in the Risk Factors section beginning on page 11 of the Prospectus.

 

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is January 12, 2022.

 

 

 


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2021

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39272

 

img150852351_1.jpg 

E2open Parent Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

86-1874570

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

9600 Great Hills Trail, Suite 300E

Austin, TX

78759

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (866) 432-6736

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

 

ETWO

 

New York Stock Exchange

Warrants to purchase one share of Class A Common Stock

 at an exercise price of $11.50

 

ETWO-WT

 

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 301,359,967 shares of common stock, $0.0001 par value per share, issued and outstanding as of January 10, 2022.

 

 


 

Table of Contents

 

 

 

Page

Glossary

 

3

Forward-Looking Statements

4

PART I.

 

5

Item 1.

Financial Statements (Unaudited)

5

 

Condensed Consolidated Balance Sheets

5

 

Condensed Consolidated Statements of Operations

6

 

Condensed Consolidated Statements of Comprehensive Loss

7

 

Condensed Consolidated Statements of Stockholders’ Equity

8

 

Condensed Consolidated Statements of Cash Flows

9

 

Notes to Unaudited Condensed Consolidated Financial Statements

10

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

33

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

51

Item 4.

Controls and Procedures

51

PART II.

OTHER INFORMATION

52

Item 1.

Legal Proceedings

52

Item 1A.

Risk Factors

52

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

53

Item 6.

Exhibits

54

Signatures

55

 

 

2


 

Glossary of Terms

 

Abbreviation

 

Term

ASC

 

Accounting Standards Codification

 

 

 

BluJay

 

BluJay TopCo Limited, a private limited liability company registered in England and Wales which owns BluJay Solutions, a cloud-based logistics execution platform company

 

 

 

BluJay Sellers

 

BluJay and its subsidiaries

 

 

 

CC Capital

 

CC NB Sponsor 1 Holdings LLC

 

 

 

Class A Common Stock

 

Class A common stock, par value $0.0001 per share

 

 

 

Class V Common Stock

 

Class V common stock, par value $0.0001 per share

 

 

 

Common Units

 

common units representing limited liability company interests of E2open Holdings, LLC

 

 

 

Forward Purchase Agreement

 

agreement dated as of April 28, 2020, by and between CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP

 

 

 

Forward Purchase Warrants

 

5,000,000 redeemable warrants purchased pursuant to the Forward Purchase Agreement

 

 

 

Insight Partners

 

entities affiliated with Insight Venture Management, LLC, including funds under management; controlling unitholder of E2open Holdings, LLC

 

 

 

Investor Rights Agreement

 

agreement amended and restated on September 1, 2021 providing Insight Partners, CC Capital, Francisco Partners and Temasek the right to nominate members to the board of directors, requires parties to vote in favor of director nominees recommended by the board of directors, requires the registration of securities within 30 days of September 1, 2021 and limits the transfer of beneficially owned shares of common stock prior to the termination of the Lock-up Period.

 

 

 

LIBOR

 

London Interbank Offered Rate

 

 

 

Lock-up Period

 

period commencing on September 1, 2021 and ending on February 28, 2022

 

 

 

nm

 

not meaningful

 

 

 

NYSE

 

New York Stock Exchange

 

 

 

PIPE

 

private investment in public equity; financing from institutional investors

 

 

 

Purchase Agreement

 

Share Purchase Deed entered into on May 27, 2021 with BluJay

 

 

 

RCU

 

restricted common units representing Series 1 and Series 2 of E2open Holdings, LLC

 

 

 

SCM

 

supply chain management

 

 

 

SEC

 

U.S. Securities and Exchange Commission

 

 

 

Temasek

 

Temasek Holdings

 

 

 

U.S. GAAP

 

generally accepted accounting principles in the United States

 

 

 

VWAP

 

daily per share volume-weighted average price of the Class A Common Stock on the NYSE as displayed on the Bloomberg page under the heading Bloomberg VWAP

 

3


 

Forward-Looking Statements

This Quarterly Report on Form 10-Q (Quarterly Report) contains “forward-looking statements” within the meaning of the federal securities law. These forward-looking statements give E2open Parent Holdings, Inc.'s (we, our, us, Company or E2open) current expectations and include projections of results of operations or financial condition or forecasts of future events. Words such as "may," "can," "should," "will," "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" and similar expressions are used to identify forward-looking statements. Without limiting the generality of the forgoing, forward-looking statements contained in this document include our expectations regarding our future growth, operational and financial performance and business prospects and opportunities.

These forward-looking statements are based on information available as of the date of this Quarterly Report and management’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside our control and our directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

cyber-attacks and security vulnerabilities;
the outcome of any legal proceedings that may be instituted against us or others following the completion of the BluJay acquisition and any definitive agreements with respect thereto;
the ability to recognize the anticipated benefits of the BluJay acquisition, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitability, maintain relationships with customers and suppliers and retain its management and key employees;
costs related to the BluJay acquisition;
the integration of BluJay and E2open may be more difficult, time-consuming or expensive than anticipated;
the inability to develop and maintain effective internal controls;
the COVID-19 pandemic;
the inability to attract new customers or upsell/cross sell existing customers or the failure to renew existing customer subscriptions on term favorable to us;
failure to renew existing customer subscriptions on terms favorable to us;
risks associated with our extensive and expanding international operations;
the inability to develop and market new and enhanced solutions;
the failure of the market for cloud-based SCM solutions to develop as quickly as we expect or failure to compete successfully in a fragmented and competitive SCM market;
inaccuracies in information sourced for our knowledge databases;
the inability to adequately protect key intellectual property rights or proprietary technology;
the diversion of management’s attention and consumption of resources as a result of potential acquisitions of other companies;
risks associated with our past and prospective acquisitions (including the BluJay acquisition), including the failure to successfully integrate operations, personnel, systems, technologies and products of the acquired companies, adverse tax consequences of acquisitions, greater than expected liabilities of the acquired companies and charges to earnings from acquisitions;
failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; and
certain other factors discussed elsewhere in this Quarterly Report.

For a further discussion of these and other factors that could impact our future results and performance, see Part I, Item 1A., Risk Factors in our Annual Report on Form 10-K for the fiscal year ended February 28, 2021, filed with the SEC on May 20, 2021 (2021 Form 10-K).

 

4


 

PART I—Financial Information

Item 1. Financial Statements.

E2open Parent Holdings, Inc.

Condensed Consolidated Balance Sheets

 

 

 

Successor

 

(In thousands, except share amounts)

 

November 30, 2021

 

 

February 28, 2021

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

56,462

 

 

$

194,717

 

Restricted cash

 

 

15,047

 

 

 

12,825

 

Accounts receivable - net of allowance of $3,224 and $908, respectively

 

 

104,643

 

 

 

112,657

 

Prepaid expenses and other current assets

 

 

28,992

 

 

 

12,643

 

Total current assets

 

 

205,144

 

 

 

332,842

 

Long-term investments

 

 

210

 

 

 

224

 

Goodwill

 

 

3,760,136

 

 

 

2,628,646

 

Intangible assets, net

 

 

1,226,512

 

 

 

824,851

 

Property and equipment, net

 

 

55,778

 

 

 

44,198

 

Operating lease right-of-use assets

 

 

26,553

 

 

 

 

Other noncurrent assets

 

 

14,845

 

 

 

7,416

 

Total assets

 

$

5,289,178

 

 

$

3,838,177

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

112,298

 

 

$

70,233

 

Incentive program payable

 

 

15,047

 

 

 

12,825

 

Deferred revenue

 

 

147,535

 

 

 

89,691

 

Acquisition-related obligations

 

 

2,700

 

 

 

2,000

 

Current portion of notes payable

 

 

9,112

 

 

 

4,405

 

Current portion of operating lease obligations

 

 

6,626

 

 

 

 

Current portion of financing lease obligations

 

 

2,329

 

 

 

4,827

 

Total current liabilities

 

 

295,647

 

 

 

183,981

 

Long-term deferred revenue

 

 

1,848

 

 

 

482

 

Operating lease obligations

 

 

20,784

 

 

 

 

Financing lease obligations

 

 

2,093

 

 

 

6,588

 

Notes payable

 

 

867,523

 

 

 

502,800

 

Tax receivable agreement liability

 

 

67,910

 

 

 

50,114

 

Warrant liability

 

 

117,220

 

 

 

68,772

 

Contingent consideration

 

 

66,988

 

 

 

150,808

 

Deferred taxes

 

 

441,340

 

 

 

396,217

 

Other noncurrent liabilities

 

 

1,020

 

 

 

1,057

 

Total liabilities

 

 

1,882,373

 

 

 

1,360,819

 

Commitments and Contingencies (Note 23)

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

Class A common stock; $0.0001 par value, 2,500,000,000 shares authorized;
    300,415,025 and 187,051,142 issued and 300,238,371 and 187,051,142 outstanding as of
    November 30, 2021 and February 28, 2021

 

 

30

 

 

 

19

 

Class V common stock; $0.0001 par value; 42,747,890 and 40,000,000 shares authorized;
    34,682,435 and 35,636,680 issued and outstanding as of November 30, 2021 and
    February 28, 2021

 

 

 

 

 

 

Series B-1 common stock; $0.0001 par value; 9,000,000 shares authorized; 94 and 8,120,367
    issued and outstanding as of November 30, 2021 and February 28, 2021

 

 

 

 

 

 

Series B-2 common stock; $0.0001 par value; 4,000,000 shares authorized; 3,372,184 issued
    and outstanding as of November 30, 2021 and February 28, 2021

 

 

 

 

 

 

Additional paid-in capital

 

 

3,348,606

 

 

 

2,071,206

 

Accumulated other comprehensive (loss) income

 

 

(28,277

)

 

 

2,388

 

(Accumulated deficit) retained earnings

 

 

(211,192

)

 

 

10,800

 

Treasury stock, at cost: 176,654 shares as of November 30, 2021

 

 

(2,473

)

 

 

 

Total E2open Parent Holdings, Inc. equity

 

 

3,106,694

 

 

 

2,084,413

 

Noncontrolling interest

 

 

300,111

 

 

 

392,945

 

Total stockholders' equity

 

 

3,406,805

 

 

 

2,477,358

 

Total liabilities and stockholders' equity

 

$

5,289,178

 

 

$

3,838,177

 

See notes to condensed consolidated financial statements.

5


 

E2open Parent Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

Successor

 

 

 

Predecessor

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

Nine Months Ended

 

(In thousands, except per share amounts)

 

November 30, 2021

 

 

 

November 30, 2020

 

 

November 30, 2021

 

 

 

November 30, 2020

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

$

106,969

 

 

 

$

70,374

 

 

$

219,728

 

 

 

$

209,013

 

Professional services

 

 

30,033

 

 

 

 

13,707

 

 

 

61,680

 

 

 

 

40,009

 

Total revenue

 

 

137,002

 

 

 

 

84,081

 

 

 

281,408

 

 

 

 

249,022

 

Cost of Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

30,163

 

 

 

 

15,568

 

 

 

62,917

 

 

 

 

44,566

 

Professional services

 

 

17,587

 

 

 

 

11,346

 

 

 

38,694

 

 

 

 

32,791

 

Amortization of acquired intangible assets

 

 

25,036

 

 

 

 

4,945

 

 

 

48,885

 

 

 

 

15,453

 

Total cost of revenue

 

 

72,786

 

 

 

 

31,859

 

 

 

150,496

 

 

 

 

92,810

 

Gross Profit

 

 

64,216

 

 

 

 

52,222

 

 

 

130,912

 

 

 

 

156,212

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

25,000

 

 

 

 

14,225

 

 

 

56,909

 

 

 

 

43,212

 

Sales and marketing

 

 

18,101

 

 

 

 

12,973

 

 

 

41,789

 

 

 

 

37,275

 

General and administrative

 

 

22,871

 

 

 

 

10,412

 

 

 

49,989

 

 

 

 

30,037

 

Acquisition-related expenses

 

 

33,216

 

 

 

 

5,968

 

 

 

50,168

 

 

 

 

11,354

 

Amortization of acquired intangible assets

 

 

19,470

 

 

 

 

8,451

 

 

 

26,843

 

 

 

 

25,365

 

Total operating expenses

 

 

118,658

 

 

 

 

52,029

 

 

 

225,698

 

 

 

 

147,243

 

(Loss) income from operations

 

 

(54,442

)

 

 

 

193

 

 

 

(94,786

)

 

 

 

8,969

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other expense, net

 

 

(10,769

)

 

 

 

(17,575

)

 

 

(22,004

)

 

 

 

(53,255

)

Change in tax receivable agreement liability

 

 

(1,470

)

 

 

 

 

 

 

(4,606

)

 

 

 

 

Loss from change in fair value of warrant liability

 

 

(7,232

)

 

 

 

 

 

 

(48,448

)

 

 

 

 

Loss from change in fair value of contingent consideration

 

 

(1,140

)

 

 

 

 

 

 

(91,180

)

 

 

 

 

Total other expenses

 

 

(20,611

)

 

 

 

(17,575

)

 

 

(166,238

)

 

 

 

(53,255

)

Loss before income tax expense

 

 

(75,053

)

 

 

 

(17,382

)

 

 

(261,024

)

 

 

 

(44,286

)

Income tax benefit (expense)

 

 

10,764

 

 

 

 

(9,685

)

 

 

3,392

 

 

 

 

(24,073

)

Net loss

 

 

(64,289

)

 

 

$

(27,067

)

 

 

(257,632

)

 

 

$

(68,359

)

Less: Net loss attributable to noncontrolling interest

 

 

(5,072

)

 

 

 

 

 

 

(35,640

)

 

 

 

 

Net loss attributable to E2open Parent Holdings, Inc.

 

$

(59,217

)

 

 

 

 

 

$

(221,992

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to E2open Parent Holdings,
    Inc. common shareholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.19

)

 

 

 

 

 

$

(0.98

)

 

 

 

 

Diluted

 

$

(0.19

)

 

 

 

 

 

$

(0.98

)

 

 

 

 

 

See notes to condensed consolidated financial statements.

6


 

E2open Parent Holdings, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

Successor

 

 

 

Predecessor

 

 

 

Three Months Ended

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

Nine Months Ended

 

(In thousands)

 

November 30, 2021

 

 

 

November 30, 2020

 

 

November 30, 2021

 

 

 

November 30, 2020

 

Net loss

 

$

(64,289

)

 

 

$

(27,067

)

 

$

(257,632

)

 

 

$

(68,359

)

Other comprehensive loss, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net foreign currency translation loss

 

 

(25,617

)

 

 

 

403

 

 

 

(30,665

)

 

 

 

57

 

Total other comprehensive loss, net

 

 

(25,617

)

 

 

 

403

 

 

 

(30,665

)

 

 

 

57

 

Comprehensive loss

 

 

(89,906

)

 

 

$

(26,664

)

 

 

(288,297

)

 

 

$

(68,302

)

Less: Comprehensive loss attributable to
    noncontrolling interest

 

 

(8,516

)

 

 

 

 

 

 

(39,882

)

 

 

 

 

Comprehensive loss attributable to E2open
    Parent Holdings, Inc.

 

$

(81,390

)

 

 

 

 

 

$

(248,415

)

 

 

 

 

See notes to condensed consolidated financial statements.

 

7


 

E2open Parent Holdings, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

 

 

 

Predecessor

 

(In thousands)

 

Members' Capital

 

 

Accumulated
Other
Comprehensive
Loss

 

 

Accumulated
Deficit

 

 

Total
Members'
Equity

 

Balance, February 29, 2020

 

$

433,992

 

 

$

(898

)

 

$

(218,502

)

 

$

214,592

 

Investment by member

 

 

1,788

 

 

 

 

 

 

 

 

 

1,788

 

Unit-based compensation

 

 

2,046

 

 

 

 

 

 

 

 

 

2,046

 

Comprehensive loss

 

 

 

 

 

(291

)

 

 

 

 

 

(291

)

Net loss

 

 

 

 

 

 

 

 

(23,752

)

 

 

(23,752

)

Balance, May 31, 2020

 

 

437,826

 

 

 

(1,189

)

 

 

(242,254

)

 

 

194,383

 

Investment by member

 

 

(10

)

 

 

 

 

 

 

 

 

(10

)

Unit-based compensation

 

 

1,971

 

 

 

 

 

 

 

 

 

1,971

 

Comprehensive loss

 

 

 

 

 

(55

)

 

 

 

 

 

(55

)

Net loss

 

 

 

 

 

 

 

 

(17,540

)

 

 

(17,540

)

Balance, August 31, 2020

 

 

439,787

 

 

 

(1,244

)

 

 

(259,794

)

 

 

178,749

 

Investment by member

 

 

1,606

 

 

 

 

 

 

 

 

 

1,606

 

Unit-based compensation

 

 

1,936

 

 

 

 

 

 

 

 

 

1,936

 

Comprehensive income

 

 

 

 

 

403

 

 

 

 

 

 

403

 

Net loss

 

 

 

 

 

 

 

 

(27,067

)

 

 

(27,067

)

Balance, November 30, 2020

 

$

443,329

 

 

$

(841

)

 

$

(286,861

)

 

$

155,627

 

 

 

 

Successor

 

(In thousands)

 

Common
Stock

 

 

Additional
Paid-In
Capital

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Retained
Earnings
(Accumulated
Deficit)

 

 

Treasury Stock

 

 

Total
E2open
Equity

 

 

Noncontrolling
Interest

 

 

Total
Equity

 

Balance, February 28, 2021

 

$

19

 

 

$

2,071,206

 

 

$

2,388

 

 

$

10,800

 

 

$

 

 

$

2,084,413

 

 

$

392,945

 

 

$

2,477,358

 

Share-based compensation

 

 

 

 

 

2,043

 

 

 

 

 

 

 

 

 

 

 

 

2,043

 

 

 

 

 

 

2,043

 

Other comprehensive income

 

 

 

 

 

 

 

 

1,475

 

 

 

 

 

 

 

 

 

1,475

 

 

 

 

 

 

1,475

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(142,258

)

 

 

 

 

 

(142,258

)

 

 

(27,097

)

 

 

(169,355

)

Balance, May 31, 2021

 

 

19

 

 

 

2,073,249

 

 

 

3,863

 

 

 

(131,458

)

 

 

 

 

 

1,945,673

 

 

 

365,848

 

 

 

2,311,521

 

Share-based compensation

 

 

 

 

 

2,509

 

 

 

 

 

 

 

 

 

 

 

 

2,509

 

 

 

 

 

 

2,509

 

Business Combination
    purchase price
    adjustment

 

 

 

 

 

1,666

 

 

 

 

 

 

 

 

 

 

 

 

1,666

 

 

 

1,299

 

 

 

2,965

 

Conversion of Common
    Units to common
    stock

 

 

 

 

 

27,228

 

 

 

 

 

 

 

 

 

 

 

 

27,228

 

 

 

(43,995

)

 

 

(16,767

)

Conversion of Series B-1
    shares to common
    stock

 

 

1

 

 

 

174,999

 

 

 

 

 

 

 

 

 

(2,473

)

 

 

172,527

 

 

 

 

 

 

172,527

 

Impact of Common Unit
    conversions on Tax
    Receivable Agreement

 

 

 

 

 

(7,512

)

 

 

 

 

 

 

 

 

 

 

 

(7,512

)

 

 

 

 

 

(7,512

)

Other comprehensive loss

 

 

 

 

 

 

 

 

(6,523

)

 

 

 

 

 

 

 

 

(6,523

)

 

 

 

 

 

(6,523

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

(20,517

)

 

 

 

 

 

(20,517

)

 

 

(3,471

)

 

 

(23,988

)

Balance, August 31, 2021

 

 

20

 

 

 

2,272,139

 

 

 

(2,660

)

 

 

(151,975

)

 

 

(2,473

)

 

 

2,115,051

 

 

 

319,681

 

 

 

2,434,732

 

Share-based compensation

 

 

 

 

 

3,982

 

 

 

 

 

 

 

 

 

 

 

 

3,982

 

 

 

 

 

 

3,982

 

Issuance of common stock
    for BluJay Acquisition

 

 

7

 

 

 

730,847

 

 

 

 

 

 

 

 

 

 

 

 

730,854

 

 

 

 

 

 

730,854

 

Issuance of common stock
    for BluJay Acquisition
    PIPE financing, net of
    offering costs

 

 

3

 

 

 

292,897

 

 

 

 

 

 

 

 

 

 

 

 

292,900

 

 

 

 

 

 

292,900

 

Conversion of Common
    Units to common
    stock

 

 

 

 

 

14,498

 

 

 

 

 

 

 

 

 

 

 

 

14,498

 

 

 

(14,498

)

 

 

 

Exercise of warrants

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Deferred taxes related to
    issuance of common
    stock for BluJay
    Acquisition

 

 

 

 

 

36,805

 

 

 

 

 

 

 

 

 

 

 

 

36,805

 

 

 

 

 

 

36,805

 

Impact of Common Unit
    conversions on Tax
    Receivable Agreement

 

 

 

 

 

(2,563

)

 

 

 

 

 

 

 

 

 

 

 

(2,563

)

 

 

 

 

 

(2,563

)

Other comprehensive loss

 

 

 

 

 

 

 

 

(25,617

)

 

 

 

 

 

 

 

 

(25,617

)