Document and Entity Information
Document and Entity Information | 6 Months Ended |
Aug. 31, 2020 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | ACCOLADE, INC. |
Entity Central Index Key | 0001481646 |
Document Type | S-1 |
Entity Filer Category | Non-accelerated Filer |
Amendment Flag | false |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets $ in Thousands | Feb. 29, 2020USD ($) |
Current assets: | |
Cash and cash equivalents | $ 33,155 |
Accounts receivable | 294 |
Unbilled revenue | 895 |
Current portion of deferred contract acquisition costs | 1,368 |
Current portion of deferred financing fees | 279 |
Prepaid and other current assets | 12,944 |
Total current assets | 48,935 |
Property and equipment, net | 13,625 |
Goodwill | 4,013 |
Acquired technology, net | 2,054 |
Deferred contract acquisition costs | 3,876 |
Other assets | 745 |
Total assets | 73,248 |
Current liabilities: | |
Accounts payable | 5,273 |
Accrued expenses | 6,580 |
Accrued compensation | 23,838 |
Deferred rent and other current liabilities | 674 |
Due to customers | 4,674 |
Current portion of deferred revenue | 28,919 |
Total current liabilities | 69,958 |
Loans payable, net of unamortized issuance costs | 21,144 |
Deferred rent and other noncurrent liabilities | 5,523 |
Deferred revenue | 396 |
Total liabilities | 97,021 |
Convertible preferred stock : | |
Preferred stock par value $0.0001; 25,000,000 shares authorized; 0 and 19,513,939 issued and outstanding at August 31, 2020 and February 29, 2020, respectively | 233,022 |
Commitments (note 13) | |
Stockholders' deficit | |
Common stock par value $0.0001; 65,000,000 shares authorized; 3,616,549 and 6,033,450 shares issued and outstanding at February 28, 2019 and February 29, 2020, respectively; 500,000,000 shares authorized, 36,914,769 shares issued and outstanding, pro forma | 2 |
Additional paid-in capital | 64,071 |
Accumulated deficit | (320,868) |
Total stockholders' equity (deficit) | (256,795) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 73,248 |
Pro forma | |
Current assets: | |
Cash and cash equivalents | 84,321 |
Accounts receivable | 294 |
Unbilled revenue | 895 |
Current portion of deferred contract acquisition costs | 1,368 |
Current portion of deferred financing fees | 279 |
Prepaid and other current assets | 12,944 |
Total current assets | 100,101 |
Property and equipment, net | 13,625 |
Goodwill | 4,013 |
Acquired technology, net | 2,054 |
Deferred contract acquisition costs | 3,876 |
Other assets | 745 |
Total assets | 124,414 |
Current liabilities: | |
Accounts payable | 5,273 |
Accrued expenses | 6,580 |
Accrued compensation | 23,838 |
Deferred rent and other current liabilities | 674 |
Due to customers | 4,674 |
Current portion of deferred revenue | 28,919 |
Total current liabilities | 69,958 |
Loans payable, net of unamortized issuance costs | 72,310 |
Deferred rent and other noncurrent liabilities | 5,523 |
Deferred revenue | 396 |
Total liabilities | 148,187 |
Convertible preferred stock : | |
Commitments (note 13) | |
Stockholders' deficit | |
Common stock par value $0.0001; 65,000,000 shares authorized; 3,616,549 and 6,033,450 shares issued and outstanding at February 28, 2019 and February 29, 2020, respectively; 500,000,000 shares authorized, 36,914,769 shares issued and outstanding, pro forma | 4 |
Additional paid-in capital | 297,091 |
Accumulated deficit | (320,868) |
Total stockholders' equity (deficit) | (23,773) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 124,414 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2020 | Jul. 07, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 19,513,996 | |
Preferred stock, shares issued | 0 | 19,513,939 | 18,640,901 | |
Preferred stock, shares outstanding | 0 | 19,513,939 | 18,640,901 | |
Preferred stock, liquidation value | $ 239,244 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 65,000,000 |
Common stock, shares issued | 49,269,342 | 6,033,450 | 3,616,549 | |
Common stock, shares outstanding | 49,269,342 | 6,033,450 | 3,616,549 | |
Pro forma | ||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 36,914,769 | 36,914,769 | ||
Common stock, shares outstanding | 36,914,769 | 36,914,769 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Condensed Consolidated Statements of Operations (unaudited) | ||||||||
Revenue | $ 36,788 | $ 29,651 | $ 72,682 | $ 58,414 | $ 132,507 | $ 94,811 | ||
Cost of revenue, excluding depreciation and amortization | 21,071 | 16,764 | 43,310 | 34,199 | 73,685 | 60,568 | ||
Operating expenses: | ||||||||
Product and technology | 12,236 | 11,303 | 23,606 | 22,549 | 42,306 | 35,708 | ||
Sales and marketing | 7,881 | 7,616 | 15,196 | 15,278 | 30,050 | 23,456 | ||
General and administrative | 6,453 | 6,011 | 12,120 | 11,574 | 26,154 | 19,665 | ||
Depreciation and amortization | 2,049 | 2,222 | 3,977 | 4,382 | 8,516 | 9,391 | ||
Total operating expenses | 28,619 | 27,152 | 54,899 | 53,783 | 107,026 | 88,220 | ||
Loss from operations | (12,902) | (14,265) | (25,527) | (29,568) | (48,204) | (53,977) | ||
Interest expense, net | (2,347) | (701) | (3,629) | (1,244) | (2,925) | (2,374) | ||
Other expense | (104) | (46) | (119) | (80) | (107) | (90) | ||
Loss before income taxes | (15,353) | (15,012) | (29,275) | (30,892) | (51,236) | (56,441) | ||
Income tax expense | (18) | (14) | (56) | (37) | (129) | (55) | ||
Net loss | $ (15,371) | $ (13,960) | $ (15,026) | $ (15,903) | $ (29,331) | $ (30,929) | $ (51,365) | $ (56,496) |
Net loss per share, basic and diluted | $ (0.47) | $ (2.82) | $ (1.45) | $ (6.02) | $ (9.13) | $ (12.17) | ||
Weighted-average common shares outstanding, basic and diluted | 33,029,147 | 5,336,501 | 20,277,416 | 5,141,047 | 5,626,713 | 4,641,256 | ||
Pro forma net loss per common share, basis | $ (8.39) | |||||||
Pro forma weightedaverage shares outstanding, basis | 34,633,452 | |||||||
Pro forma net loss per common share, diluted | $ (8.39) | |||||||
Weighted average shares used to compute pro forma net loss per common share, diluted | 34,633,452 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Convertible Preferred Stock | Common stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at Feb. 28, 2018 | $ 167,010 | $ 1 | $ 29,310 | $ (213,007) | $ (183,696) |
Balance (shares) at Feb. 28, 2018 | 16,545,536 | 3,242,319 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Sale of preferred stock, net | $ 47,654 | ||||
Sale of preferred stock, net (in shares) | 2,095,365 | ||||
Issuance of common stock warrants in connection with sale of preferred stock | 2,279 | 2,279 | |||
Issuance of common stock in lieu of bonus payment | 569 | 569 | |||
Issuance of common stock in lieu of bonus payment (in shares) | 121,143 | ||||
Exercise of stock options and common stock warrants | 1,002 | 1,002 | |||
Exercise of stock options and common stock warrants (shares) | 253,087 | ||||
Stock-based compensation expense | 5,721 | 5,721 | |||
Net loss | (56,496) | (56,496) | |||
Balance at Feb. 28, 2019 | $ 214,664 | $ 1 | 38,881 | (269,503) | (230,621) |
Balance (shares) at Feb. 28, 2019 | 18,640,901 | 3,616,549 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Exercise of stock options and common stock warrants | 356 | 356 | |||
Exercise of stock options and common stock warrants (shares) | 0 | 90,322 | |||
Stock-based compensation expense | 1,436 | 1,436 | |||
Net loss | (15,903) | (15,903) | |||
Balance at May. 31, 2019 | $ 1 | 40,673 | (285,406) | (244,732) | |
Balance (shares) at May. 31, 2019 | 3,706,871 | ||||
Balance at Feb. 28, 2019 | $ 214,664 | $ 1 | 38,881 | (269,503) | (230,621) |
Balance (shares) at Feb. 28, 2019 | 18,640,901 | 3,616,549 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Net loss | (30,929) | ||||
Balance at Aug. 31, 2019 | $ 1 | 50,939 | (300,432) | (249,492) | |
Balance (shares) at Aug. 31, 2019 | 4,401,727 | ||||
Balance at Feb. 28, 2019 | $ 214,664 | $ 1 | 38,881 | (269,503) | (230,621) |
Balance (shares) at Feb. 28, 2019 | 18,640,901 | 3,616,549 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Sale of preferred stock, net | $ 18,358 | ||||
Sale of preferred stock, net (in shares) | 873,038 | ||||
Issuance of common stock warrants in connection with sale of preferred stock | 1,585 | 1,585 | |||
Issuance of common stock in connection with acquisition | 6,164 | 6,164 | |||
Issuance of common stock in connection with acquisition (shares) | 289,320 | ||||
Issuance of common stock warrants in connection with July 2019 debt | 779 | 779 | |||
Common stock issued in connection with joint development agreement | 3,869 | 3,869 | |||
Issuance of common stock in connection with joint development agreement (In shares) | 251,211 | ||||
Exercise of stock options and common stock warrants | $ 1 | 6,791 | 6,792 | ||
Exercise of stock options and common stock warrants (shares) | 1,876,370 | ||||
Stock-based compensation expense | 6,002 | 6,002 | |||
Net loss | (51,365) | (51,365) | |||
Balance at Feb. 29, 2020 | $ 233,022 | $ 2 | 64,071 | (320,868) | (256,795) |
Balance (shares) at Feb. 29, 2020 | 19,513,939 | 6,033,450 | |||
Balance at May. 31, 2019 | $ 1 | 40,673 | (285,406) | (244,732) | |
Balance (shares) at May. 31, 2019 | 3,706,871 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of common stock warrants in connection with sale of preferred stock | 779 | 779 | |||
Issuance of common stock in connection with acquisition | 6,164 | 6,164 | |||
Issuance of common stock in connection with acquisition (shares) | 279,436 | ||||
Exercise of stock options and common stock warrants | $ 0 | $ 0 | 1,428 | 0 | 1,428 |
Exercise of stock options and common stock warrants (shares) | 0 | 415,420 | |||
Stock-based compensation expense | 1,895 | 1,895 | |||
Net loss | (15,026) | (15,026) | |||
Balance at Aug. 31, 2019 | $ 1 | 50,939 | (300,432) | (249,492) | |
Balance (shares) at Aug. 31, 2019 | 4,401,727 | ||||
Balance at Feb. 29, 2020 | $ 233,022 | $ 2 | 64,071 | (320,868) | (256,795) |
Balance (shares) at Feb. 29, 2020 | 19,513,939 | 6,033,450 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Exercise of stock options and common stock warrants | 2,999 | 2,999 | |||
Exercise of stock options and common stock warrants (shares) | 347,807 | ||||
Stock-based compensation expense | 1,259 | 1,259 | |||
Net loss | (13,960) | (13,960) | |||
Balance at May. 31, 2020 | $ 2 | 68,329 | (334,828) | (266,497) | |
Balance (shares) at May. 31, 2020 | 6,381,257 | ||||
Balance at Feb. 29, 2020 | $ 233,022 | $ 2 | 64,071 | (320,868) | (256,795) |
Balance (shares) at Feb. 29, 2020 | 19,513,939 | 6,033,450 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Net loss | (29,331) | ||||
Balance at Aug. 31, 2020 | $ 5 | 542,298 | (350,199) | 192,104 | |
Balance (shares) at Aug. 31, 2020 | 49,269,342 | ||||
Balance at May. 31, 2020 | $ 2 | 68,329 | (334,828) | (266,497) | |
Balance (shares) at May. 31, 2020 | 6,381,257 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of common stock in connection with acquisition | 156 | 156 | |||
Issuance of common stock in connection with acquisition (shares) | 97,019 | ||||
Exercise of stock options and common stock warrants | 1,726 | 1,726 | |||
Exercise of stock options and common stock warrants (shares) | 383,575 | ||||
Stock-based compensation expense | 2,105 | 2,105 | |||
Net loss | (15,371) | (15,371) | |||
Balance at Aug. 31, 2020 | $ 5 | $ 542,298 | $ (350,199) | $ 192,104 | |
Balance (shares) at Aug. 31, 2020 | 49,269,342 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (51,365) | $ (56,496) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 8,516 | 9,391 |
Amortization of deferred contract acquisition costs | 985 | 794 |
Noncash interest expense | 834 | 425 |
Noncash bonus | 5,884 | 569 |
Loss on disposal of equipment | 299 | |
Stock-based compensation expense | 6,002 | 5,721 |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled revenue | (683) | 6,522 |
Accounts payable and accrued expenses | 5,838 | 1,515 |
Deferred contract acquisition costs | (2,399) | (2,499) |
Deferred revenue and due to customer | 2,286 | 16,192 |
Accrued compensation | (1,671) | 2,381 |
Deferred rent and other liabilities | 220 | (555) |
Other assets | (8,993) | (508) |
Net cash used in operating activities | (34,247) | (16,548) |
Cash flows from investing activities: | ||
Capitalized software development costs | (1,943) | |
Purchases of property and equipment | (3,315) | (1,175) |
Net cash paid in acquisition of MD Insider | (206) | |
Net cash used in investing activities | (3,521) | (3,118) |
Cash flows from financing activities: | ||
Proceeds from sale of preferred stock, net | 19,943 | 49,933 |
Proceeds from stock option and warrant exercises | 6,619 | 1,002 |
Proceeds from borrowings on debt | 1,660 | 3,000 |
Repayment of debt principal | (5,000) | |
Principal payments under capital leases | (102) | |
Net cash provided by financing activities | 28,222 | 48,833 |
Net increase (decrease) in cash and cash equivalents | (9,546) | 29,167 |
Cash and cash equivalents, beginning of period | 42,701 | 13,534 |
Cash and cash equivalents, end of period | 33,155 | 42,701 |
Supplemental cash flow information: | ||
Interest paid | 2,391 | 2,609 |
Issuance of common stock in lieu of bonus payment | 569 | |
Fixed assets included in accounts payable | 45 | $ 93 |
Other receivable related to stock option exercises | 173 | |
Income taxes paid | 55 | |
Offering costs included in prepaid assets and accounts payable and accrued expenses | 3,042 | |
Common stock issued in connection with joint development agreement | 3,869 | |
Common stock issued in connection with acquisition | 6,164 | |
Common stock warrants issued in connection with debt | $ 779 |
Background
Background | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Background | ||
Background | (1) Background (a) Business The entity was initially organized as a limited liability company under the name Accretive Care LLC in Delaware on January 23, 2007. On June 14, 2010, the entity converted from a limited liability company to a Delaware corporation and changed its name to Accolade, Inc (Accolade or the Company). Accolade’s offices and operations are in Seattle, Washington; Plymouth Meeting, Pennsylvania; Scottsdale, Arizona; Santa Monica, California; and Prague, Czech Republic. On February 6, 2016, Accolade established a wholly owned subsidiary in the Czech Republic and on July 31, 2019, Accolade acquired all the equity interests of a Delaware corporation (together with Accolade, the Company), and their results of operations have been included in the consolidated financial statements since those respective dates. The Company provides personalized, technology-enabled solutions that help people better understand, navigate, and utilize the healthcare system and their workplace benefits. The Company’s customers are primarily employers that contract with Accolade to provide their employees and their employees’ families (the members) a single place to turn for their health, healthcare, and benefits needs. The service is designed to drive better healthcare outcomes and increased satisfaction for the participants while lowering costs for the payor. The Company provides its services to customers throughout the United States. (b) COVID-19 Due to the government-imposed quarantines and other public health safety measures put into place in March 2020, COVID-19 has caused disruption in the markets where the Company sells its offerings and related services. Although the Company has not experienced any significant financial impact as a result of the COVID-19 pandemic, the Company will continue to closely monitor for any changes to the Company’s operations and the operations of our customers. (c) Initial Public Offering On July 7, 2020, the Company closed its initial public offering of common stock (IPO) in which the Company issued and sold 11,526,134 shares (inclusive of the underwriters’ over-allotment option to purchase 1,503,408 shares) of common stock at $22.00 per share. The Company received net proceeds of $231,228 after deducting underwriting discounts and commissions, as well as offering costs of $4,596, of which $4,284 was paid as of August 31, 2020. Upon the closing of the IPO, all shares of outstanding convertible preferred stock converted into 29,479,521 shares of common stock, and an additional 1,401,836 shares of common stock were issued upon the automatic net exercise of warrants then outstanding. | (1) Background (a) Business Accolade, Inc. was initially organized as a limited liability company under the name Accretive Care LLC in Delaware on January 23, 2007. On June 14, 2010, the company converted from a limited liability company to a Delaware corporation and changed its name to Accolade, Inc. Accolade’s offices and operations are in Seattle, Washington; Plymouth Meeting, Pennsylvania; Scottsdale, Arizona; Santa Monica, California; and Prague, Czech Republic. On February 6, 2016, Accolade established a wholly owned subsidiary in the Czech Republic and on July 31, 2019, Accolade acquired all the equity interests of a Delaware corporation (together with Accolade, the Company), and their results of operations have been included in the consolidated financial statements since those respective dates. The Company provides personalized, technology-enabled solutions that help people better understand, navigate, and utilize the healthcare system and their workplace benefits. The Company’s customers are primarily employers that contract with Accolade to provide their employees and their employees’ families (the members) a single place to turn for their health, healthcare, and benefits needs. The service is designed to drive better healthcare outcomes and increased satisfaction for the participants while lowering costs for the payor. The Company provides its services to customers throughout the United States. (b) Liquidity The Company has incurred net losses and cumulative negative cash flows from operations since inception. To date, the Company’s operations have been funded by capital raised from investors, debt facilities, and revenues in the normal course of business. Management believes that the Company’s cash and cash equivalents at February 29, 2020, plus customer revenues and advances and available borrowings under its debt facility, are sufficient to fund its operations through at least the next 12 months. Additional financing may be required for the Company to successfully implement its long-term strategy. There can be no assurance that additional financing, if needed, can be obtained on terms acceptable to the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 29, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation Accolade’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. (b) Use of Estimates The preparation of 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, including the fair value of assets acquired and liabilities assumed for business combinations, unbilled revenues and deferred revenues, certain accrued expenses, stock-based compensation, assessment of the useful life and recoverability of long-lived assets, income taxes, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s financial statements will be affected. (c) Comprehensive Loss For the fiscal years ended February 28, 2019 and February 29, 2020, there was no difference between comprehensive loss and net loss. (d) Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including cash equivalents, accounts receivable, unbilled revenue, other current assets, accounts payable, and accrued expenses approximates fair value due to the short-term nature of those instruments. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Inputs that are generally unobservable and typically reflect the Company’s estimate of assumptions that market participants would use in pricing the asset or liability. (e) Cash and Cash Equivalents Cash and cash equivalents is comprised of cash in banks and highly liquid investments, including certificates of deposit with a maturity date of less than 90 days, and money market treasury funds, purchased with an original maturity of three months or less. Cash equivalents consist of investments in money market funds for which the carrying amount approximates fair value, due to the short maturities of these instruments. (f) Accounts Receivable and Unbilled Revenue Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company does not have any off-balance-sheet credit exposure related to its customers. The Company records unbilled revenue for services performed on contracts for amounts not yet billed to customers. (g) Property and Equipment Property and equipment are recorded at cost. Equipment acquired under capital leases is recorded at the present value of the minimum lease payments. Property and equipment are depreciated on a straight-line basis over their estimated useful lives. Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Office equipment and furniture 7 years Computer equipment 3 - 5 years Computer software 3 - 5 years Leasehold improvements Lesser of estimated useful life or remaining lease term (h) Capitalized Internal-Use Software Costs Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including for tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Internal-use software is included in property and equipment and is amortized on a straight-line basis over 3 years. For the fiscal years ended February 28, 2019 and February 29, 2020, the Company capitalized $1,943 and $3,005, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the fiscal years ended February 28, 2019 and February 29, 2020 was $5,836 and $4,533, respectively. (i) Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment and acquired technology, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized for the amount by which the carrying value of the asset exceeds the fair value of the asset. There were no impairment charges recorded during the fiscal years ended February 28, 2019 and February 29, 2020. (j) Intangible Assets As part of the acquisition of MDI (Note 3), the Company acquired an intangible asset in the form of acquired technology in the amount of $2,900. This intangible asset is subject to amortization and is being amortized on the straight-line basis over its estimated useful life of two years. The Company recognized $846 in amortization expense during the fiscal year ended February 29, 2020. (k) Goodwill Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized, but is subject to an annual impairment test. The Company has a single reporting unit and all goodwill relates to that reporting unit. The Company performs its annual goodwill impairment test on an annual basis on the fourth quarter of each fiscal year or more frequently if changes in circumstances or the occurrence of events suggest that an impairment exists. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit’s goodwill is less than the carrying value of the reporting unit’s goodwill. The Company’s annual goodwill impairment test resulted in no impairment charges in the fiscal year ended February 29, 2020. (l) Reverse Stock Split During March 2020, the Company’s board of directors and stockholders adopted and approved the amendment and restatement of the Company’s Sixth Amended and Restated Certificate of Incorporation to effect a one-for-five All share and per share information included in these consolidated financial statements and footnotes retroactively reflects the reverse split. (m) Revenue and Deferred Revenue The Company earns revenue from its customers by providing personalized health guidance solutions to members. The Company’s solutions allow its members to interact with its Accolade Health Assistants and clinicians through various means of communication, including telephony and secure messaging via its mobile application and member portal. The Company prices its personalized health guidance solutions using a recurring per-member-per-month fee (PMPM), typically with a portion of the fee calculated as the product of a fixed rate times the number of eligible members (fixed PMPM fee), plus a variable PMPM fee calculated as the product of a variable rate times the number of eligible members (variable PMPM fee). The fees associated with the variable PMPM fee can be earned through the achievement of performance metrics and/or the realization of healthcare cost savings resulting from the utilization of the Company’s services. Collectively, the fixed PMPM fee and variable PMPM fee are referred to as the total PMPM fee. The Company’s PMPM pricing varies by contract. In certain contracts, the maximum total PMPM fee varies during the contract term (total PMPM rate increases or decreases annually), while in other contracts, the total PMPM maximum fee is consistent over the term, yet the fixed and variable portions vary. For example, in certain contracts the fixed PMPM fee increases on an annual basis while the variable PMPM fee decreases on an annual basis, resulting in the same total PMPM fee throughout the term of the contract. In accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, the Company satisfies a performance obligation At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract. The Company’s contracts for personalized health guidance solutions generally include two performance obligations: stand ready services as discussed in the following sentence and reporting. The majority of the Company’s contracts include stand ready services to provide eligible participants with access to the Company’s services and to perform an unspecified quantity of interactions with members during the contract period. Accordingly, the Company’s services are generally viewed as stand ready performance obligations comprised of a series of distinct daily services that are substantially the same and have the same pattern of transfer. For the stand ready services, the Company satisfies these performance obligations over time and recognizes revenue related to its services as the services are provided using a measure of progress based upon the actual number of members eligible for the service during the respective period as a percentage of the estimated members expected to be eligible for the service over the term of the contract. The Company believes a measure of progress based on the number of members is the most appropriate measurement of control of the services being transferred to the customer as the amount of internal resources necessary to stand ready is directly correlated to the number of members who can use the services. In addition, the Company’s contracts may include additional add-on services as separate performance obligations that are also considered stand ready services. These add-on services have the same pattern of transfer and revenue recognition as discussed above. The Company’s personalized health guidance solutions also include a distinct performance obligation related to reporting, which is provided to the customer on a daily, monthly, and/or quarterly basis and provides the customer with insights into various operational data and performance metrics. Although reporting is performed separately over regular intervals during the term of contract period, the Company recognizes revenue in a similar pattern of recognition and using a similar measure of progress as its stand ready services because the reporting services are performed evenly throughout the term of the contract. Revenues related to reporting services were not material for the fiscal years ended February 28, 2019 and February 29, 2020. Some contracts contain an additional performance obligation, pre-launch open enrollment, for which the performance obligation is satisfied before the launch of the Company’s primary service. For contracts that include pre-launch open enrollment support, the Company recognizes related revenues over the pre-launch open enrollment period based on the number of eligible members. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on overall pricing objectives, taking into consideration market conditions and other factors, using an expected cost plus margin approach. The Company considered the variable consideration allocation exception in ASC 606 and concluded that such exception for allocating variable consideration to distinct performance obligations or distinct time periods within a series was not met primarily due to variability in its PMPM pricing. The majority of fees earned by the Company are considered to be variable consideration due to both the uncertainty regarding the total number of members for which the Company will invoice the customer, as well as the variable PMPM fees that are dependent upon the achievement of performance metrics and/or healthcare cost savings. Performance metrics are measured monthly, quarterly or, annually, and with respect to the achievement of healthcare cost savings targets, annually (typically measured on a calendar year basis). Accordingly, at contract inception and on an ongoing basis, as part of the Company’s estimate of the transaction price, the Company determines whether any such fees should be constrained, and the Company includes the estimated consideration for those fees for which a significant reversal of cumulative revenue is not probable (and is therefore considered to be unconstrained). Consideration related to the Company’s achievement of healthcare cost savings is typically constrained until the end of the applicable calendar year due to uncertainty related to factors outside of the Company’s control. Consideration related to other performance metrics is typically not constrained based on the Company’s prior success of achieving such metrics. On an ongoing basis, the Company reassesses its estimates for variable consideration, which can change based upon its assessment of the achievement of performance metrics and healthcare cost savings, as well as the number of members. The Company typically invoices its customers in advance of the services performed on a monthly or quarterly basis, and the amount invoiced typically represents the maximum total PMPM fee for the estimated number of eligible members over the applicable invoice period. The total PMPM fee covers both the stand ready services and reporting services in the Company’s typical contracts (i.e., the performance obligations are not separately priced or invoiced). The maximum total PMPM fee that is invoiced includes both the fixed PMPM fee and the variable PMPM fee related to the performance metrics and/or the realization of healthcare cost savings that can be achieved during the period. These fees are classified as deferred revenue on the Company’s consolidated balance sheet until such time that revenue can be recognized. In the event the Company fails to satisfy any of the performance metrics and/or realization of healthcare cost savings that are billed in advance, the Company will refund the applicable portion of the fee or offset the amount against a future invoice. These amounts are included in Due to Customers on the Company’s consolidated balance sheet. The Company’s accounts receivable represent rights to consideration that are unconditional. As of February 29, 2020, $164,552 of revenue is expected to be recognized from remaining performance obligations and is expected to be recognized as follows: Fiscal periods ending February 28(29), 2021 $ 111,741 2022 42,461 2023 8,390 2024 1,960 Total $ 164,552 The expected revenue includes variable fee estimates for the non-cancellable term of the Company’s contracts. The expected revenue does not include amounts of variable consideration that are constrained. Significant changes in the deferred revenue balances during the fiscal years ended February 28, 2019 and February 29, 2020 were the result of recognized revenue of $9,637 and $22,407, respectively that were included in deferred revenue. Revenue related to performance obligations satisfied in prior periods that was recognized during the years ended February 28, 2019 and February 29, 2020 was $4,410 and $4,479, respectively. These changes in estimates were primarily due to the inclusion of consideration that was previously constrained related to the Company’s achievement of healthcare cost savings. Cost to obtain and fulfill a contract The Company capitalizes sales commissions paid to internal sales personnel that are both incremental to the acquisition of customer contracts and recoverable. These costs are recorded as deferred contract acquisition costs in the accompanying consolidated balance sheets. The Company capitalized commission costs of $1,832 and $1,495 for fiscal years ended February 28, 2019 and February 29, 2020, respectively. The Company defers costs based on its sales compensation plans only if the commissions are incremental and would not have occurred absent the customer contract. Payments to direct sales personnel are typically made in two increments as follows: 75% upon signature of the contract, with the remaining 25% upon customer launch. The Company does not pay commissions on contract renewals. Deferred commissions paid on the initial acquisition of a contract are amortized ratably over an estimated period of benefit of five years, which is the estimated customer life. The Company determined the period of amortization for deferred commissions by taking into consideration current customer contract terms, historical customer retention, and other factors. Amortization is included in sales and marketing expenses in the accompanying consolidated statements of operations and totaled $377 and $665 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. The Company periodically reviews deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the estimated period of benefit. There were no impairment losses recorded during the periods presented. For certain customer contracts, the Company may incur direct and incremental costs related to customer set-up and implementation. The Company recorded deferred implementation costs of $667 and $904 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. These implementation costs are deferred and amortized over the expected useful life of the Company’s customers, which is five years. Amortization is included in cost of revenues in the Company’s consolidated statements of operations and totaled $417 and $320 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. (n) Concentration of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. The Company maintains its cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. The Company invests its cash equivalents in highly rated money market funds. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents and perform periodic evaluations of the credit standing of such institutions. Significant customers are those which represent 10% or more of the Company’s revenue during the period. For each significant customer, revenue as a percentage of total revenue was as follows: Fiscal Year Ended 2019 2020 Customer 1 35 % 24 % Customer 2 3 % 13 % Customer 3 14 % 12 % Customer 4 8 % 10 % Customer 5 11 % 9 % Total 71 % 68 % There were no accounts receivable outstanding related to any of these customers at February 28, 2019 and February 29, 2020, respectively. (o) Stock-Based Compensation The Company recognizes compensation cost for awards to employees, nonemployee directors, consultants, and advisors based on the grant date fair value of stock-based awards on a straight-line basis over the period during which an award holder is required to provide service in exchange for the award. The Company estimates the fair value of each employee stock option on the date of grant using the Black-Scholes option pricing model. (p) Cost of Revenue, excluding Depreciation and Amortization Cost of revenue, excluding depreciation and amortization, consists primarily of personnel costs including salaries, wages, overtime, bonuses, stock-based compensation expense, and benefits, as well as software and tools for telephony, business analytics, allocated overhead costs, and other expenses related to delivery and implementation of the Company’s personalized technology-enabled solutions. (q) Product and Technology Product and technology expenses consist of personnel expenses, including salaries, bonuses, stock-based compensation expense, and benefits for employees and contractors for engineering, product, and design teams, and allocated overhead costs, as well as costs of software and tools for business analytics, data management, and IT applications that are not directly associated with delivery of the Company’s solutions to customers. (r) Income Taxes The provision for income taxes was determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the period. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date. In evaluating the ability to realize deferred tax assets, the Company relies on taxable income in prior carryback years, the future reversals of existing taxable temporary differences, future taxable income, and tax planning strategies. Consistent with the provisions of FASB ASC Topic 740, Income Taxes (s) Segments The Company’s chief operating decision maker, its Chief Executive Officer, reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable operating segment. As of February 28, 2019 and February 29, 2020, substantially all of Accolade’s long-lived assets were located in the United States, and all revenue was earned in the United States. (t) Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financing as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs will be recorded in stockholders’ deficit as a reduction of additional paid-in-capital generated as a result of the offering. Should the equity financing no longer be considered probable of being consummated, all deferred offering costs would be charged to operating expenses in the statement of operations. Deferred offering costs were $3,042 at February 29, 2020 and are included within prepaid and other current assets on the accompanying consolidated balance sheet. (u) New Accounting Pronouncements Not Yet Adopted Leases: In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-02, Leases Codification Improvements Leases Narrow-Scope Improvements for Lessor Leases Codification Improvements Credit Losses: In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments for fiscal year ended February 28, 2023. Early adoption is permitted. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. Internal Use Software: In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other-Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, (v) Unaudited Pro Forma Financial Information Immediately prior to the closing of the initial public offering, all of the Company’s outstanding convertible preferred stock will automatically convert into common stock on a one-for-one basis. Additionally, the Series A through Series E convertible preferred stockholders will receive for each share of preferred stock held the number of shares of common stock determined by dividing the applicable preference amount by the price per common share in the initial public offering. The unaudited pro forma balance sheet as of February 29, 2020 assumes (1) the automatic conversion of all outstanding shares of convertible preferred stock and the additional issuance of common shares discussed above into 29,479,483 shares of common stock, (2) the issuance of 1,401,836 shares of common stock issuable upon the automatic net exercise of outstanding warrants immediately prior to the initial public offering based on the initial public offering price of $22.00 per share, (3) the proceeds received of $48,666 from the drawdown of our revolving credit facility in March 2020, and (4) the receipt of $2,500 of additional proceeds under our term loan in May 2020. See note 12 for unaudited pro forma net loss per common share details. |
Acquisition of MD Insider (MDI)
Acquisition of MD Insider (MDI) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Acquisition of MD Insider | ||
Acquisition of MD Insider (MDI) | (4) Acquisition of MD Insider On July 31, 2019, the Company acquired the outstanding equity interests of MDI. Based in California, MDI is a provider of machine learning-enabled physician performance transparency. The aggregate purchase price consideration of $6,488 was paid primarily through the issuance of up to 462,691 shares of the Company’s common stock, of which 386,339 and 289,320 were issued as of August 31, 2020 and February 29, 2020, respectively, with the remaining shares issuable subject to certain working capital and indemnity adjustments (if applicable). Shareholders were eligible to receive 100,607 additional shares of the Company’s common stock upon the completion of a platform solution, as defined in the purchase agreement (MDI Earnout). The deadline to complete the cost transparency platform solution in order to qualify for the MDI Earnout was initially March 1, 2020, and was subsequently extended to July 1, 2020, by which time it had been earned. During August 2020, the Company issued 96,487 shares of common stock in connection with the MDI Earnout, with the remaining 4,120 shares of common stock expected to be issued during the remainder of fiscal 2021. The MDI Earnout was accounted for as an equity classified instrument and is not subject to remeasurement in subsequent periods. | (3) Acquisition of MD Insider (MDI) On July 31, 2019, the Company acquired the outstanding equity interests of MDI. Based in California, MDI is a provider of machine learning-enabled physician performance transparency. The following table summarizes the purchase consideration paid to MDI: Consideration Paid Cash consideration $ 324 Fair value of equity issued 5,114 Fair value of contingent consideration 1,050 Total consideration paid $ 6,488 The aggregate purchase price consideration of $6,488 was paid primarily through the issuance of up to 462,691 shares of the Company’s common stock, of which 289,320 were issued as of February 29, 2020, with the remaining shares issuable subject to certain working capital and indemnity adjustments (if applicable). Shareholders are eligible to receive 100,607 additional shares of the Company’s common stock upon the completion of a platform solution, as defined in the purchase agreement (MDI Earnout). The deadline to complete the cost transparency platform solution in order to qualify for the MDI Earnout was initially March 1, 2020, and was subsequently extended to July 1, 2020. The estimated fair value of the Company’s common stock and MDI Earnout was $5,114 and $1,050, respectively. The MDI Earnout is accounted for as an equity classified instrument and is not subject to remeasurement in subsequent periods. The Company incurred a total of $567 in acquisition related costs that were expensed immediately and recorded in the Company’s consolidated statement of operations for the fiscal year ended February 29, 2020. The acquisition was not significant to the Company’s consolidated financial statements; therefore, pro forma results of the operations related to this business acquisition for the fiscal year ended February 29, 2020, have not been presented. The results of MDI’s operations since July 31, 2019 have been included in the Company’s consolidated financial statements. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Assets acquired: Cash and cash equivalents $ 118 Accounts receivable 98 Prepaid expenses 5 Goodwill 4,013 Intangible assets 2,900 Other assets 17 Total assets acquired $ 7,151 Liabilities assumed: Accounts payable $ 321 Accrued expenses and other current liabilities 342 Total liabilities assumed $ 663 Net assets acquired $ 6,488 The purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The identifiable intangible asset principally relates to technology and is subject to amortization on a straight-line basis over two years. During the fiscal year ended February 29, 2020, the Company recorded amortization expense of $846. The intangible asset was valued using the estimated replacement cost method. This method requires several judgments and assumptions to determine the fair value of the intangible asset, including expected profits and opportunity costs. Goodwill related to the acquisition is attributable to the workforce of MDI as well as the expected future growth into new and existing markets and is not deductible for income tax purposes. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Feb. 29, 2020 | |
Property and Equipment | |
Property and Equipment | (4) Property and Equipment Property and equipment consisted of the following: February 28/29, 2019 2020 Capitalized software development costs $ 32,862 $ 35,867 Computer software 10,275 8,829 Computer equipment 7,828 9,383 Office equipment, furniture, and leasehold improvements 8,012 8,903 Office equipment and furniture under capital leases 1,252 1,251 60,229 64,233 Less accumulated depreciation (44,955) (50,608) Total $ 15,274 $ 13,625 Depreciation and amortization expense was $9,391 and $7,670 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. During the fiscal year ended February 29, 2020, the Company accelerated depreciation in the amount of $1,634 related to the retirement of software. Also, during 2020 the Company wrote off $680 of leasehold improvements and furniture/fixtures related to the termination of the Seattle lease (see note 13), resulting in a loss on disposal of $299. |
Accrued Expenses and Accrued Co
Accrued Expenses and Accrued Compensation | 12 Months Ended |
Feb. 29, 2020 | |
Accrued Expenses and Accrued Compensation | |
Accrued Expenses and Accrued Compensation | (5) Accrued Expenses and Accrued Compensation Accrued expenses consisted of the following: February 28/29, 2019 2020 Accrued professional and consulting fees $ 755 $ 3,375 Accrued software, hardware, and communication costs 154 228 Accrued litigation matter 1,100 1,100 Accrued taxes 335 512 Accrued other 796 1,365 Total $ 3,140 $ 6,580 See note 13 discussion regarding accrued litigation matter. Included in accrued compensation is $5,884 of accrued bonus expense related to bonuses earned during the fiscal year ended February 29, 2020. This bonus amount will be settled in June 2020 through the issuance of fully vested stock options exercisable into shares of the Company’s common stock. The Company determined the amount of stock options to be issued by taking the cash bonus earned divided by the fair value of the Company’s common stock at May 31, 2020, which was $17.50. The Company then used the Black Scholes methodology to determine the fair value of the stock options granted, which resulted in a grant-date fair value of $10.88 per stock option. The fair value of the stock options issued was determined using an estimated fair value of common stock based upon a third party valuation, expected volatility of 78.4%, expected term of 5.0 Accrued compensation includes $4,905 of payroll withholding taxes payable related to the exercise of nonqualified stock options during the fiscal year ended February 29, 2020. The Company has a corresponding receivable for the same amount, which is classified in prepaid and other current assets in the Company’s consolidated balance sheet at February 29, 2020. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Fair Value Measurements | ||
Fair Value Measurements | (5) Fair Value Measurements The following table sets forth the fair value of the Company’s financial assets and within the fair value hierarchy: Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 21,332 $ — $ — $ 21,332 Certificates of deposit $ 5,000 $ — $ — $ 5,000 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 212,221 $ — $ — $ 212,221 Also, the carrying value of the Company’s debt approximates fair value based on interest rates available for debt with similar terms at February 29, 2020. | (6) Fair Value Measurements The following table sets forth the fair value of the Company’s financial assets and within the fair value hierarchy: February 28, 2019 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 28,661 $ — $ — $ 28,661 February 29, 2020 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 21,332 $ — $ — $ 21,332 Also, the carrying value of the Company’s debt approximates fair value based on interest rates available for debt with similar terms at February 28, 2019 and February 29, 2020. |
Debt Facility
Debt Facility | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Debt Facility | ||
Debt Facility | (6) Debt Facility (a) Term Loan and Revolving Credit Facility Term Loan On January 30, 2017, the Company entered into a $20,000 term loan facility (the Term Loan). Under the terms of the Term Loan, the Company was permitted to borrow up to an aggregate principal amount of $20,000, with the total amount of available borrowings subject to certain monthly recurring revenue calculations. Interest on the outstanding balance was payable monthly at a rate of 11.75%. Principal payments were scheduled to be made monthly beginning January 31, 2019, in equal installments calculated as 1/24th of the outstanding balance on December 31, 2018. However, the Company had the ability to extend the interest-only period for an additional twelve months, subject to an additional fee and other conditions, which would extend the maturity date from December 31, 2020 to December 31, 2021. The Company committed to extend this interest-only period, and the maturity date was extended to December 31, 2021. As a result, principal payments were scheduled to start January 2020. During July 2019, an amendment (Amendment 1) was entered into which eliminated monthly payments, with principal to be paid in full in December 2022. Amendment 1 resulted in an additional $2,000 of availability, increasing total availability to $22,000. Pursuant to the Amendment 1, interest on the outstanding balance was payable monthly at a rate of 10.00% per annum and interest payable-in-kind accrued at a rate of 2.00% per annum, compounded monthly, and was due at maturity. Additionally, the Company was required to pay an exit fee equal to 1% of the aggregate principal borrowings at the time of maturity (end of term charge). During May 2020, the Company entered into an additional amendment (Amendment 2) to the existing Term Loan agreement, which resulted in an additional $2,500 of availability, increasing total availability to $24,500. Pursuant to Amendment 2, interest on the outstanding balance was payable monthly at a rate of 8.00% per annum and interest payable-in-kind accrued at a rate of 4.50% per annum, compounded monthly, and was due at maturity. Additionally, the Company was required to pay a prepayment fee equal to 2% of the aggregate principal borrowings if prepayment occurred on or prior to December 31, 2020, and 0.50% if prepayment occurred after December 31, 2020 but on or prior to maturity (prepayment fee), plus the end of term charge. Amendment 2 was accounted for as a debt modification, and all new lender fees were recorded as additional debt discount and third-party costs incurred in connection with the amendment were expensed as incurred. During July 2020 the Company terminated the Term Loan. The Company repaid the outstanding balance of $24,500 in its entirety, along with accrued interest in kind of $600, the end of term charge of $251, and the prepayment fee of $502. During the three months ended August 31, 2020 and 2019, the Company recorded interest expense of $2,043 and $647 , respectively. Included in interest expense for the three months ended August 31, 2020, was related to the end of term charge. During the six months ended August 31, 2020 and 2019, the Company recorded interest expense of , respectively. Revolving Credit Facility During July 2019, the Company entered into a revolving credit facility (the 2019 Revolver) with a syndicate of two banks. Under the 2019 Revolver, the Company has the capacity to borrow up to $50,000 on a revolving facility, and (6) Debt Facility (Continued) to the extent certain customer bookings thresholds are achieved, the capacity on the 2019 Revolver may increase by an additional amount of up to $30,000 (resulting in total potential availability of $80,000). Availability of borrowings on the 2019 Revolver is calculated as a multiple of the Company’s eligible monthly recurring revenues (as defined in the 2019 Revolver). As of August 31, 2020 and February 29, 2020, the Company had outstanding letters of credit to serve as office landlord security deposits in the amount of $1,334. These letters of credit are secured through the revolving credit facility, thus reducing the capacity of the revolving credit facility to $48,666 as of August 31, 2020. No amounts are outstanding as of August 31, 2020. The 2019 Revolver has a term of 24 months, and there is an automatic extension of an additional 12-month period should the Company achieve certain revenues, as defined. The interest rate on the outstanding borrowings are at LIBOR plus 350 basis points or Base Rate (as defined) plus 250 basis points, with the LIBOR rate and Base Rate subject to minimum levels. Interest payments are to be made in installments of one, two, or three months as chosen by the Company. The 2019 Revolver was accounted for as a debt modification to which all new lender and third-party fees were deferred. Issuance costs of $543, including the fair value of warrants issued, were capitalized and are being amortized to interest expense over the remainder of the 2019 Revolver term. During the three months ended August 31, 2020 and 2019, the Company recorded interest expense of $323 and $65, respectively, related to the revolving credit facility. During the six months ended August 31, 2020 and 2019, the Company recorded interest expense of $880 and $71, respectively. As of August 31, 2020 and 2019, the balance of deferred financing fees was $233 and $512, respectively, and is recorded in other assets in the accompanying consolidated balance sheets. On August 21, 2020, the Company entered into an amendment to the 2019 Revolver which revised the terms of the revenue covenant and imposed minimum LIBOR and Base Rate levels. On September 11, 2020, the Company entered into another amendment to the 2019 Revolver which modified the amount of cash required to be held at each of the two lenders participating in the 2019 Revolver. The 2019 Revolver is collateralized by substantially all of the assets of the Company. Current and long-term debt consisted of the following at February 29, 2020: February 29, 2020 Current - Interest payable – 2019 Revolver $ — Long-term 2019 Revolver $ — Term loan - principal outstanding $ 22,000 Interest payable-in-kind 273 Unamortized issuance costs (1,129) Total long-term $ 21,144 | (7) Debt Facility (a) Term Loan and Revolving Credit Facility Term Loan On January 30, 2017, the Company entered into two debt facilities, one of which was a $20,000 term loan (the Term Loan) and the other a $20,000 revolving credit facility (the 2017 Revolver). During July 2019, the Company amended the Term Loan, terminated the 2017 Revolver and entered into a new revolving credit facility (the 2019 Revolver). In connection with the July 2019 transactions, the Company issued warrants to purchase up to 135,594 shares of the Company’s common stock. Under the terms of the Term Loan, the Company was permitted to borrow up to an aggregate principal amount of $20,000, with the total amount of available borrowings subject to certain monthly recurring revenue calculations. As of February 28, 2019, there was $20,000 outstanding on the Term Loan. Interest on the outstanding balance was payable monthly at a rate of 11.75%. Principal payments were scheduled to be made monthly beginning January 31, 2019, in equal installments calculated as 1/24th of the outstanding balance on December 31, 2018. However, the Company had the ability to extend the interest only period for an additional twelve months, subject to an additional fee and other conditions, which would extend the maturity date from December 31, 2020 to December 31, 2021. The Company committed to extend this interest only period, and the maturity date was extended to December 31, 2021. As a result, principal payments were scheduled to start January 2020. During July 2019, an amendment was entered into which eliminated monthly payments, with principal to be paid in full in December 2022. The Term Loan also provided for the issuance of a warrant to purchase 43,542 shares of the Company’s common stock (the Term Loan Warrant) at an exercise price of $0.005 per share. The Term Loan Warrant vested 100% upon issuance and has a ten Also, the Company incurred issuance and other third-party costs of $429 related to the Term Loan, which were recorded as a debt discount and are being amortized ratably over the term of the Term Loan. During July 2019, the Company amended the existing Term Loan agreement, which resulted in an additional $2,000 of availability, increasing total availability to $22,000. As of February 29, 2020, the outstanding borrowings under the Term Loan were $22,000. Pursuant to the amendment, interest on the outstanding balance is payable monthly at a rate of 10.00% per annum and interest payable-in-kind accrues at a rate of 2.00% per annum, compounded monthly, and is due at maturity. Additionally, the Company is required to pay an exit fee equal to 1% of the aggregate principal borrowings at the time of maturity (end of term charge). As of February 29, 2020, there was $273 of accrued interest payable-in-kind. All outstanding principal, unpaid interest and interest payable-in-kind are due at maturity. The amendment was accounted for as a debt modification, and all new lender fees were recorded as additional debt discount and third-party costs incurred in connection with the amendment were expensed as incurred. Debt issuance costs of $634, including the fair value of the warrants and end of term charge, were capitalized and are being amortized to interest expense over the remainder of the term using the effective interest method. During the fiscal years ended February 28, 2019 and February 29, 2020, the Company recorded interest expense of $2,844 and $2,858, respectively, related to the Term Loan of which $291 and $280, respectively, related to the amortization of the debt discount. Long-term debt consisted of the following at February 28, 2019 and February 29, 2020: February 28, February 29, 2019 2020 Principal outstanding $ 20,000 $ 22,000 Interest payable‑in‑kind — 273 Unamortized issuance costs (800) (1,129) $ 19,200 $ 21,144 During May 2020, the Company amended the Term Loan agreement, which resulted in additional borrowing availability of $2,500, all of which was drawn down at the time of execution of such amendment. Revolving Credit Facility The 2017 Revolver was a 24 Interest on the outstanding balance of the 2017 Revolver was due monthly at a rate of the lending institution’s prime referenced rate plus 1.00%, with the prime reference rate defined as the greater of (i) the lending institution’s prime rate and (ii) the 30-day LIBOR plus 2.50%. Principal and interest were due at maturity. The 2017 Revolver provided for the Company to issue warrants to purchase up to 22,288 shares of the Company’s Common Stock (the 2017 Revolver Warrants), of which a warrant to purchase 11,144 shares was issued on January 30, 2017, and a warrant to purchase 11,144 shares was issued on January 30, 2018. The Company incurred issuance and other third-party costs of $61 related to the 2017 Revolver, which were deferred and were being amortized ratably over the term of the 2017 Revolver. During July 2019, the Company terminated the 2017 Revolver and entered into a new revolving credit facility (the 2019 Revolver) with a syndicate of two banks, of which one was the lender under the 2017 Revolver. Under the 2019 Revolver, the Company has the capacity to borrow up to $50,000 on a revolving facility, and to the extent certain customer bookings thresholds are achieved, the capacity on the 2019 Revolver may increase by an additional amount of up to $30,000 (resulting in total potential availability of $80,000). Availability of borrowings on the 2019 Revolver is calculated as a multiple of the Company’s eligible monthly recurring revenues (as defined in the 2019 Revolver). As of February 29, 2020, the Company had outstanding letters of credit to serve as office landlord security deposits in the amount of $1,334. These letters of credit are secured through the revolving credit facility, thus reducing the capacity of the revolving credit facility at February 29, 2020 to $48,666. During March 2020, the Company borrowed this remaining capacity in its entirety to increase the Company’s cash position given the uncertainty in the overall business environment due to the COVID-19 pandemic. The 2019 Revolver has a term of 24 months, and there is an automatic extension of an additional 12 350 250 The 2019 Revolver was accounted for as a debt modification to which all new lender and third-party fees were deferred. Issuance costs of $543, including the fair value of the warrants, were capitalized and are being amortized to interest expense over the remainder of the 2019 Revolver term. During the fiscal years ended February 28, 2019 and February 29, 2020, the Company recorded interest expense of $72 and $273, respectively, related to the revolving credit facility of which $31 and $195, respectively, related to the amortization of deferred financing fees. As of February 28, 2019 and February 29, 2020, the balance of deferred financing fees was $23 and $372, respectively, and is recorded in other assets in the accompanying consolidated balance sheets. Both the Term Loan and 2019 Revolver are collateralized by substantially all of the assets of the Company. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Stockholders' Equity | ||
Stockholders' Equity | (7) Stockholders’ Equity (a) Common Stock The Company closed its IPO on July 7, 2020 and filed an amended and restated certificate of incorporation authorizing the issuance of up to 500,000,000 shares of common stock, par value $0.0001 per share. (7) Stockholders’ Equity (Continued) Upon completion of the IPO, the Company issued and sold 11,526,134 shares of common stock at an issuance price of $22.00 per share resulting in net proceeds of $231,229, after deducting underwriting discounts, commissions and offering costs. In addition, all outstanding shares of Convertible Preferred stock converted into 29,479,521 shares of common stock and the Company issued 1,401,836 shares of common stock as a result of the automatic net exercise of warrants (See Note 8). (b) Convertible Preferred Stock On July 7, 2020, upon the closing of our IPO, all shares of our outstanding convertible preferred stock converted into 29,479,521 shares of common stock. As of August 31, 2020, there were no shares of convertible preferred stock issued | (8) Stockholders’ Equity (a) Convertible Preferred Stock As of February 29, 2020, the authorized, issued and outstanding convertible preferred stock and their principal terms were as follows: Shares Issued and Carrying Liquidation Series Par value authorized outstanding amount value A ‑ 1 $ 0.0001 3,560,000 3,559,995 $ 10,000 $ 10,000 A ‑ 2 0.0001 2,579,999 2,579,994 10,000 10,000 B 0.0001 4,058,736 4,058,731 16,944 16,944 C 0.0001 601,160 601,151 7,000 7,000 D 0.0001 1,751,874 1,751,871 30,000 30,000 E 0.0001 6,089,189 6,089,159 140,720 145,300 F 0.0001 873,038 873,038 18,358 20,000 19,513,996 19,513,939 $ 233,022 $ 239,244 During March 2018, the Company amended its Certificate of Incorporation to allow for additional Series E shares and issued 2,095,365 shares at $23.86195 per share during the period March through July 2018. The sales resulted in aggregate net cash proceeds of $49,933, after deducting $67 of issuance costs. In connection with this issuance, the Company issued warrants to purchase 541,159 shares of the Company’s common stock. The warrants have an exercise price of $0.0005 per share and a term of ten years. The Company calculated the issuance date fair value of the warrants using the Black-Scholes valuation methodology, which resulted in a fair value of $2,387. Accordingly, the Company allocated the proceeds from the Series E preferred stock, on a relative fair value basis, resulting in $2,279 allocated to the warrants during the fiscal year ended February 28, 2019. During October 2019, the Company amended its Certificate of Incorporation to allow for the issuance of Series F preferred stock and issued 873,038 shares at $22.9085 per share, resulting in net cash proceeds of $19,943, after deducting $57 of issuance costs. In connection with this issuance, the Company issued a warrant to purchase 85,000 shares of the Company’s common stock. The warrant has an exercise price of $0.0005 per share and a term of ten years. The Company calculated the issuance date fair value of the warrant using the Black-Scholes valuation methodology, which resulted in an approximate fair value of $1,590. Accordingly, the Company allocated the proceeds and associated issuance costs from the Series F preferred stock, on a relative fair value basis, resulting in $1,585 and $18,358 allocated to the warrant and to the Series F preferred stock, respectively, during year ended February 29, 2020. Also, concurrently with the Series F preferred stock issuance, the Company entered into a partnership with the Series F holder under which the Company’s products will be marketed and sold by the Series F holder as part of the Series F holder’s broader product offerings. The preferred stock is convertible, at the option of the holder, at any time, into fully paid and nonassessable shares of common stock. The number of shares of common stock into which each share of preferred stock may be converted is determined by dividing the original issue price by the conversion price in effect on the date that the holder elects to convert the shares of preferred stock. The initial conversion price is equal to the original issue price. For the Series A through Series E preferred stock, in connection with an initial public offering of securities, immediately prior to the public offering, the preferred stockholders will receive for each share of preferred stock held a number of shares of common stock as is determined by dividing the preference amount (discussed below) by the price per common share in the public offering. These shares are in addition to shares of common stock otherwise issuable upon conversion of the preferred stock. Each share shall automatically be converted into shares of common stock upon the earlier of (i) the consummation of a firm commitment underwritten public offering of common stock (or common stock of successor corporation) at a public offering price of not less than $47.7239 (adjusted for any recapitalization) resulting in net proceeds to the Company (or successor corporation) of not less than $75,000, and listed on a national securities exchange or traded on the NASDAQ or (ii) the date specified by the written consent of the requisite preferred stockholders. The preferred stockholders have elected to convert their shares to common stock in connection with this offering. No dividend shall be declared or paid on any shares of any other series or class of shares of the Company unless and until such distribution is also ratably declared and paid on all of the outstanding preferred stock (based on as-if converted amounts) at the same time as such distribution is paid on such other equity interests. No dividends have been declared or paid through February 29, 2020. In the event of any liquidation, dissolution, or winding up of the Company, either voluntarily or involuntarily and in the event of a sale of the Company, as defined, the holders of the preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to holders of the shares of common stock or any other shares by reason of their ownership of such shares, for each share of preferred stock the sum of (i) the original purchase price paid per each share of preferred stock (as adjusted for any stock dividends, combinations, splits, recapitalizations, and similar events) plus (ii) the amount of all accrued but unpaid dividends as discussed above (the sum is referred to as the preference amount). In the event the assets of the Company are not sufficient to distribute such amounts, each holder will receive their pro rata share of amounts available to be distributed. After full payment of the preference amount has been made to the holders of the Series A-1, A-2, B, C, D, and E preferred stock as described above, the holders of the common stock and the Series A-1, A-2, B, C, D, and E preferred stock shall be entitled to share ratably in all remaining assets and funds, if any, based upon the number of shares of common stock then held with each share of Series A-1, A-2, B, C, D, and E preferred stock treated as holding the number of shares of common stock into which such shares of Series A-1, A-2, B, C, D, and E preferred stock are then convertible. The preferred stockholders have the right to one vote for each share of common stock into which their preferred stock could then be converted. The preferred stock is subject to redemption under certain deemed liquidation events, as defined in the Company’s charter, and as such, the preferred stock is considered contingently redeemable for accounting purposes. |
Stock Options and Warrants
Stock Options and Warrants | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Equity-based Compensation and Warrants | ||
Stock Options and Warrants | (8) Equity-based Compensation and Warrants (a) Stock Options In July 2020, the Company adopted the 2020 Equity Incentive Plan (the Incentive Plan), which authorized the Company to grant up to 4,300,000 shares of common stock to eligible employees, directors, and consultants to the Company in the form of stock options, restricted stock units, and other various equity awards, including any shares subject to stock options or other awards granted under the Company’s prior stock option plan that expire or terminate for any reason (other than being exercised in full) or are cancelled in accordance with the terms of the prior stock option plan. The Incentive Plan also includes an annual evergreen increase, and the amount, terms of grants, and exercisability provisions are determined by the board of directors. The term of an award may be up to 10 years and options generally vest over four years, with one remainder In July 2020, the Board of Directors adopted the Company’s 2020 Employee Stock Purchase Plan (the ESPP), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO. The total shares of common stock initially reserved under the ESPP is limited to 1,100,000 shares. There was no activity during the second fiscal quarter ended August 31, 2020. The following table summarizes the amount of stock-based compensation included in the consolidated statements of operations: 2019 2020 2019 2020 Cost of revenue $ 103 $ 218 $ 175 $ 327 Product and technology 491 718 852 1,152 Sales and marketing 475 490 822 792 General and administrative 826 679 1,482 1,093 Total stock-based compensation $ 1,895 $ 2,105 $ 3,331 $ 3,364 (8) Equity-based Compensation and Warrants (Continued) The following is a summary of stock option activity under the Incentive Plan: Weighted Weighted average remaining Aggregate exercise contractual life intrinsic Stock Options price in years value Balance, February 29, 2020 7,996,056 $ 6.19 Granted 2,149,575 17.25 Exercised (571,382) 4.42 Forfeited (147,684) 6.12 Balance, August 31, 2020 9,426,565 $ 8.82 7.4 years $ 223,660 Vested and expected to vest as of August 31, 2020 9,426,565 $ 8.82 7.4 years $ 223,660 Exercisable as of August 31, 2020 5,499,412 $ 6.19 6.3 years $ 150,792 The aggregate intrinsic value of stock options exercised was $5,676 and $7,806 for the three and six months ended August 31, 2020, respectively. As of August 31, 2020, approximately $27,203 of unrecognized compensation expense related to our stock options is expected to be recognized over a weighted average period of 2.2 years. During June 2020, the Company issued 525,907 fully-vested stock options in lieu of cash payments related to the Company’s fiscal 2020 bonus with a value of $5,735. These options are included in the table above. (b) Common Stock Warrants The following tables summarize the activity for the Company’s warrants for the six months ended August 31, 2020: Common Stock Warrants Balance, February 29, 2020 1,653,268 Issued — Exercised (160,000) Automatic exercise of warrants in connection with IPO (1,493,268) Balance, August 31, 2020 — On June 29, 2015, the Company issued a warrant to its initial customer to purchase up to 200,000 common shares. Based on the vesting provisions and the remaining period over which the warrant was exercisable, the maximum number of shares that could vest pursuant to the warrant was 160,000 shares of common stock, all of which were exercised in March 2020. On July 7, 2020, upon the closing of our IPO, 1,401,836 shares of common stock were issued upon the automatic net exercise of all warrants that were outstanding as of the IPO date. There were no warrants outstanding as of August 31, 2020. | (9) Stock Options and Warrants (a) Stock Options In 2010, the Company adopted the Amended and Restated 2007 Stock Option Plan as amended (the Option Plan), which authorized the Company to grant shares of common stock to eligible employees, directors, and consultants to the Company in the form of restricted stock and stock options. As of February 29, 2020, the Company is authorized to issue up to 13,116,991 shares of common stock pursuant to the Option Plan. The amount, terms of grants, and exercisability provisions are determined by the board of directors. The term of the options may be up to 10 years and options generally vest over four years, with one remainder The Company recognizes stock-based compensation based on the grant date fair value of the awards and recognizes that cost using the straight-line method over the requisite service period of the award. The fair value of options, which vest in accordance with service schedules, is estimated on the date of grant using the Black-Scholes option pricing model. The absence of an active market for the Company’s common stock requires it to estimate the fair value of the Company’s common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. The Company obtained contemporaneous third-party valuations to assist in determining the estimated fair value of its common stock. These contemporaneous third-party valuations used the methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation During the years ended February 28, 2019 and February 29, 2020, the Company recognized $5,721 and $6,002, respectively, of compensation expense related to stock options. The following table summarizes the amount of stock-based compensation included in the consolidated statements of operations: Fiscal year 2019 2020 Cost of revenue $ 255 $ 318 Product and technology 1,108 1,674 Sales and marketing 1,199 1,482 General and administrative 3,159 2,528 Total stock‑based compensation $ 5,721 $ 6,002 The Company did not capitalize any stock-based compensation expense to deferred costs for the years ended February 28, 2019 and February 29, 2020. The weighted average grant date fair value for stock options granted during the years ended February 28, 2019 and February 29, 2020, was $2.95 and $5.40, respectively. The fair value of the Company’s option grants is estimated at the grant date using the Black-Scholes option-pricing model based on the following weighted average assumptions: Fiscal year 2019 2020 Estimated fair value of common stock $ 2.40 - $ 3.35 $ 4.80 - $ 9.55 Exercise price $ 4.70 - $ 6.75 $ 9.60 - $ 18.70 Expected volatility 46 % - 50 % 50 % Expected term (in years) 6.25 6.25 Risk‑free interest rate 2.65 % - 2.94 % 1.67 % - 2.62 % Dividend yield — — The following is a summary of stock option activity under the Option Plan: Weighted Weighted ‑ Remaining Aggregate Average Contractual Intrinsic Stock Options Exercise Price Life In Years Value Balance, February 28, 2018 6,970,591 Granted 1,635,115 Exercised (249,027) Forfeited (209,135) Balance, February 28, 2019 8,147,544 Granted 2,084,046 $ 10.80 Exercised (1,843,001) $ 3.70 Forfeited (392,533) $ 5.70 Balance, February 29, 2020 7,996,056 $ 6.19 7.0 years $ 73,631 Vested and expected to vest as of February 29, 2020 7,996,056 $ 6.20 7.0 years $ 73,631 Exercisable as of February 29, 2020 4,579,458 $ 4.35 5.6 years $ 50,573 The aggregate intrinsic value of stock options exercised was $305 and $22,033 for the years ended February 28, 2019 and February 29, 2020, respectively. As of February 29, 2020, approximately $12,353 of unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 2.1 (b) Common Stock Warrants The following tables summarize the activity for the Company’s warrants for the periods presented as well as the number of warrants outstanding and related terms at February 28, 2019 and February 29, 2020: Common Stock Exercise Expiration Warrants Exercisable Price Date Balance, February 28, 2018 928,945 Issued 541,159 Exercised (4,061) Balance, February 28, 2019 1,466,043 Issued 220,594 Exercised (33,369) Balance, February 29, 2020 1,653,268 1,653,268 $ 0.0005 - $ 23.75 April 2020 - October 2029 Number of Warrants Outstanding at February 28/29, Exercise 2019 2020 Price Expiration Date Series E holders 1,162,483 1,129,114 $ 0.0005 July 2026 - March 2028 Series F holders — 85,000 $ 0.0005 October 2029 Customer 160,000 160,000 $ 13.75 April 2020 Lenders 143,560 279,154 $ 0.005 - $ 23.75 Nov 2022 - July 2029 Total 1,466,043 1,653,268 On June 29, 2015, the Company issued a warrant to its initial customer to purchase up to 200,000 common shares. Based on the vesting provisions and the remaining period over which the warrant is exercisable, the maximum number of shares that can vest pursuant to the warrant is 160,000 shares of common stock, of which 120,000 and 160,000 were vested and exercisable as of February 28, 2019 and February 29, 2020, respectively. During March 2020, the customer exercised all vested warrants which resulted in the issuance of 160,000 shares of common stock. In connection with the Term Loan amendment, the Company issued a warrant to purchase up to 86,600 shares of the Company’s common stock (the 2019 Term Loan Warrant) at an exercise price of $9.60 per share. The 2019 Term Loan Warrant vested 100% upon issuance and has a ten In connection with the 2019 Revolver, the Company issued the lender warrants to purchase up to 36,363 and 12,631 shares of the Company’s common stock (the 2019 Revolver Warrants) at an exercise price of $13.75 and $23.75 per share, respectively. The 2019 Revolver Warrants vested 100% upon issuance and have a ten |
Defined Contribution Retirement
Defined Contribution Retirement Plan | 12 Months Ended |
Feb. 29, 2020 | |
Defined Contribution Retirement Plan | |
Defined Contribution Retirement Plan | (10) Defined Contribution Retirement Plan The Company sponsors a defined contribution retirement plan named the Accolade, Inc. 401(k) Plan (401(k) Plan). Under the 401(k) Plan, eligible employees may contribute up to the maximum allowed by law. Eligible employees are eligible for Company matching contributions on the first quarter following their one-year anniversary date, which are dollar for dollar up to 3% of an employee’s eligible compensation, up to $100 in annual compensation. Employer contributions are vested over a period of four years of service. The 401(k) Plan includes an employer discretionary profit-sharing contribution feature to allow the Company to make a contribution to eligible employees’ 401(k) Plan accounts. Profit sharing contributions are vested over a period of four years of service. The Company incurred expenses related to matching contributions totaling $1,260 in 2019 and $1,356 in 2020, which were funded subsequent to each respective year-end. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Income Taxes | ||
Income Taxes | (9) Income Taxes The provision for income taxes consists of provisions for federal, state and foreign income taxes. The effective tax rates for the periods ended August 31, 2020 and August 31, 2019, reflect the Company’s expected tax rate on reported income from continuing operations before income tax and tax adjustments. The Company operates in a global environment with significant operations in the U.S. and operations in the Czech Republic. Accordingly, the consolidated income tax rate is a composite rate reflecting the Company’s earnings and the applicable tax rates in the various jurisdictions where the Company operates. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, allows net operating losses incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act also allows for retroactive accelerated income tax depreciation on certain leasehold improvement assets and changes to the limitations on business interest deductions for tax years beginning in 2019 and 2020 which increases the allowable business interest deduction from 30% to 50% of adjusted taxable income. The Company does not expect a material tax expense or tax benefit as a result of the CARES Act in the current period or subsequent periods. For the three months ended August 31, 2020 and 2019, the Company recorded income tax expense of $18 and $14, respectively, which resulted in effective tax rates of (0.1%) for both periods. For the six months ended August 31, 2020 and 2019, the Company recorded income tax expense of $56 and $37, respectively, which resulted in effective tax rates of (0.2%) and (0.1%), respectively. The tax expense relates to the local tax expense recorded for the Czech Republic. The Company's U.S. losses did not result in a benefit due to the U.S. full valuation allowance. | (11) Income Taxes Loss before income taxes consists of the following components: Fiscal year 2019 2020 Domestic $ (56,586) $ (51,795) Foreign 144 558 Total $ (56,442) $ (51,237) Significant components of income taxes are as follows: Fiscal year 2019 2020 Currently payable: Federal $ — $ — State and Local — — Foreign 55 129 Total currently payable 55 129 Deferred: Federal — — State and Local — — Foreign — — Total deferred — — Provision (benefit) for income taxes $ 55 $ 129 A reconciliation of income tax expense at the U.S. Federal statutory income tax rate to actual income tax provision is as follows: Fiscal year 2019 2020 Federal income tax expense at statutory tax rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 6.0 7.5 Stock‑based compensation (2.1) 3.9 Transaction costs 0.0 (0.2) Changes in valuation allowances (24.8) (31.4) Other (0.2) (1.0) Effective Income Tax Rate (0.1) % (0.2) % Income tax expense for the fiscal years ended February 28, 2019 and February 29, 2020 differ from the U.S. statutory income tax rate due to changes in valuation allowances, state income taxes and stock-based compensation. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to: (i) reducing the U.S. federal corporate tax rate to 21 percent; (ii) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (iii) creating a new limitation on deductible interest expense; (iv) changing rules related to uses and limitations of net operating carryforwards created in tax years beginning after December 31, 2017; and (v) changing the U.S. federal taxation of earnings of foreign subsidiaries. U.S. GAAP accounting for income taxes required that the Company record the impact of any tax law change on deferred income taxes in the quarter that the tax law change was enacted. Due to the complexities involved in accounting for the enactment of the Tax Act, SEC Staff Accounting Bulletin (SAB) 118 allowed the Company to provide a provisional estimate of the impacts of the Tax Act in its earnings for the fourth quarter and year ending February 28, 2018. In connection with our adoption of the Tax Act and in consideration of SAB 118, there were no changes made to the provisional amounts recognized in connection with the enactment of the Tax Act. The accounting for the income tax effects of the Tax Act was complete as of February 28, 2019. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. The Company makes significant judgments regarding the realizability of its deferred tax assets (principally net operating losses). The carrying value of deferred tax assets is based on the Company’s assessment that it is more likely than not that the Company will realize these assets after consideration of all available positive and negative evidence. Significant components of the Company’s deferred tax assets and liabilities at February 28, 2019, and February 29, 2020 are as follows: Fiscal year 2019 2020 Deferred tax assets: Net operating loss and tax credit carryforwards $ 55,664 $ 76,508 Other accruals and reserves 3,529 3,413 Stock‑based compensation 491 561 Deferred rent 1,066 1,280 Interest expense deduction limitation carryforward 742 1,549 Intangibles 19 — Property, plant & equipment 252 526 Other 139 355 Valuation allowance (61,902) (83,640) Deferred tax assets — 552 Deferred tax liabilities: Intangibles — (552) Deferred tax liabilities — (552) Net deferred taxes $ — $ — Net operating loss carryforwards amounted to $272,804 for U.S. federal and $258,875 for U.S. states at February 29, 2020. These operating loss carryforwards related to the 2010 through current 2020 tax periods. At February 29, 2020, none of the operating loss carryforwards were subject to expiration until 2030. The operating loss carryforwards expiring in years 2030 through 2037 make up $53,184 of the recorded deferred tax asset. The remaining deferred tax asset relating to operating loss carryforwards of $22,923 have an indefinite expiration. In addition to operating loss carryforwards, research and development tax credit carryforwards amounted to $401 for U.S. federal and U.S. states at February 29, 2020. These tax credit carryforwards will expire in 2036. Under Section 382 of the Internal Revenue Code, the yearly utilization of a corporation’s net operating loss carryforwards may be limited following a change in ownership of greater than 50% (by value) over a three-year period. The yearly limitation is based on the value of the corporation immediately before the ownership change multiplied by the federal long-term tax-exempt rate. If a loss is not utilized in a year after an ownership change that yearly limit is carried forward to future years for the balance of the net operating loss carryforward period. As of February 29, 2020, the Company did not incorporate a yearly limitation under Section 382. Management assesses the available positive and negative evidence to estimate if a valuation allowance is required to be recorded against existing deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the Company’s brief operating history and the net losses incurred since inception, management does not believe that it is more likely than not that the Company will realize the benefits of these deductible differences. As a result, a full valuation allowance has been provided at February 28, 2019 and February 29, 2020. The changes in the valuation allowance were as follows: Fiscal year 2019 2020 Balance at the beginning of the period $ 47,908 $ 61,902 (Decrease) increase due to NOLs and temporary differences 13,994 16,100 (Decrease) increase due to acquisitions — 5,638 Balance at the end of the period $ 61,902 $ 83,640 The Company has recorded a deferred tax asset of $1,549 for interest expense limited under the Tax Act at February 29, 2020. The interest expense limited has an unlimited carryforward period. U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over tax basis of the investments in foreign subsidiaries that is indefinitely reinvested outside the U.S. The foreign subsidiary is identified as a branch for U.S. tax purposes, and therefore, a gross temporary difference for investment basis differences is not applicable. The Company had no material accrual for uncertain tax positions or interest or penalties related to income taxes on the Company’s consolidated balance sheets at February 28, 2019 and February 29, 2020 and has not recognized any material uncertain tax positions or interest and/or penalties related to income taxes in the consolidated statement of operations for the years ended February 28, 2019 and February 29, 2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, allows net operating losses incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act also allows for retroactive accelerated income tax depreciation on certain leasehold improvement assets and changes to the limitations on business interest deductions for tax years beginning in 2019 and 2020 which increases the allowable business interest deduction from 30% to 50% of adjusted taxable income. The Company does not expect a material tax expense or tax benefit as a result of the CARES Act in subsequent periods. |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Net Loss Per Share Attributable to Common Stockholders | ||
Net Loss Per Common Share | (10) Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to Accolade’s common stockholders: 2019 2020 2019 2020 Net loss $ (15,026) $ (15,371) $ (30,929) $ (29,331) Weighted-average shares used in computing net loss per share 5,336,501 33,029,147 5,141,047 20,277,416 Net loss per share attributable to common stockholders, basic and diluted $ (2.82) $ (0.47) $ (6.02) $ (1.45) As the Company has reported net loss for each of the periods presented, all potentially dilutive securities are antidilutive. The following potential outstanding shares of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: 2019 2020 Stock options 9,092,367 9,426,565 Common stock warrants 317,882 — Total 9,410,249 9,426,565 | (12) Net Loss Per Common Share The following table sets forth the computation of basic and diluted net loss per common share: Fiscal year 2019 2020 Net loss $ (56,496) $ (51,365) Net loss per common share, basic and diluted $ (12.17) $ (9.13) Weighted‑average shares used to compute net loss per common share, basic and diluted 4,641,256 5,626,713 As the Company has reported net losses for each of the periods presented, all potentially dilutive securities are antidilutive. The following potential outstanding shares of common stock were excluded from the computation of diluted net loss per common share for the periods presented because including them would have been antidilutive: Fiscal year 2019 2020 Stock options 8,147,544 7,996,056 Common stock warrants 182,288 317,861 Total 8,329,832 8,313,917 Unaudited Pro Forma Net Loss Per Common Share Unaudited pro forma basic and diluted net loss per common share for the fiscal year ended February 29, 2020 has been computed to give effect to the conversion of convertible preferred stock into common stock and related deemed dividend in connection with the Initial Public Offering (IPO) as of the beginning of the period presented or the date of issuance as well as the automatic cashless exercises of warrants to purchase 1,401,836 shares of common stock based on the fair market value of the Company’s common stock equal to the IPO price of $22.00 per share (exclusive of warrants with nominal exercise prices that are already included in basic loss per share). The following table sets forth the computation of the unaudited pro forma basic and diluted net loss per share: Fiscal Year Ended February 29, 2020 Numerator: Net loss $ (51,365) Deemed dividend attributable to preferred shareholders (239,294) Net loss attributable to common stockholders $ (290,609) Denominator: Weighted‑average shares used to compute net loss per common share, basic and diluted 5,626,713 Pro forma adjustment to reflect conversion of convertible preferred stock 28,964,247 Pro forma adjustment to reflect automatic cashless exercise of warrants 42,492 Weighted‑average shares used to compute pro forma net loss per common share, basic and diluted 34,633,452 Pro forma net loss per common share, basic and diluted $ (8.39) |
Commitments
Commitments | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Commitments | ||
Commitments | (11) Commitments (a) Legal Proceedings The Company is involved in various claims, inquiries and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s financial position or liquidity. On August 1, 2017, certain former and current employees filed a suit against the Company seeking back wages for unpaid overtime as a result of alleged misclassification by the Company under the Pennsylvania Minimum Wage Act and the Federal Fair Labor Standards Act. During March 2019, a settlement agreement (the Settlement Agreement) was executed by both parties in the amount of $1,100 (the Settlement). The Settlement Agreement was ultimately approved by the Court and the Company paid the Settlement during April 2020. (b) Employment Agreements Certain officers of the Company have employment agreements providing for severance, continuation of benefits, and other specified rights in the event of termination without cause, including in the event of a change of control of the Company, as defined in the agreements. | (13) Commitments (a) Leases The Company leases its office premises in Pennsylvania, Washington, Arizona, California and the Czech Republic, pursuant to lease agreements that expire on various dates through 2030. The Company recognizes rent expense under such arrangements on a straight line basis. Rent expense was $4,294 and $5,143 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. As of February 28, 2019 and February 29, 2020, the Company had security deposits of $460 and $477, respectively. The security deposits are included in other assets on the accompanying consolidated balance sheets. On May 28, 2019, the Company entered into a new lease for its Seattle office space that expires in 2030. The new lease is subject to both certain early termination rights and an option to extend, as defined in the lease. The lease commencement date was October 1, 2019, and total future payments are $25,836. On December 30, 2019, the Company entered into a termination agreement for its prior Seattle office space, with a termination date of December 31, 2019. The Company paid $142 and as a result of the termination has no future obligations under the terms of the agreement. The future aggregate minimum lease payments as of under all non-cancelable operating leases (including the Seattle lease discussed above) for the years noted are as follows: Fiscal years ending February 28(29), 2021 $ 6,104 2022 6,580 2023 6,577 2024 6,625 2025 5,664 Thereafter 21,516 $ 53,066 (b) Legal Proceedings The Company is involved in various claims, inquiries and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s financial position or liquidity. On August 1, 2017, certain former and current employees filed a suit against the Company seeking back wages for unpaid overtime as a result of alleged misclassification by the Company under the Pennsylvania Minimum Wage Act and the Federal Fair Labor Standards Act. As of February 28, 2018, based upon the facts and circumstances of this suit as well as the resolution of other such similar suits, the Company had determined that it was probable that it had a liability. Accordingly, the Company recorded a litigation expense and related accrued litigation expense in the amount of $650. During March 2019, a settlement agreement (the Settlement Agreement) was executed by both parties in the amount of $1,100, (the Settlement). Accordingly, during the fiscal year ended February 28, 2019, the Company recorded additional litigation expense and related accrual in the amount of $450 related to the settlement of this matter. The Settlement was ultimately approved by the Court and the Company paid $1,100 during April 2020. (c) Employment Agreements Certain officers of the Company have employment agreements providing for severance, continuation of benefits, and other specified rights in the event of termination without cause, including in the event of a change of control of the Company, as defined in the agreements. |
Change Healthcare Joint Develop
Change Healthcare Joint Development Agreement | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Change Healthcare Joint Development Agreement | ||
Change Healthcare Joint Development Agreement | ( 12) Change Healthcare Joint Development Agreement In February 2020, the Company entered into a joint development agreement, or JDA, and a data licensing agreement with Change Healthcare Holdings, or Change Healthcare, whereby Change Healthcare will be a strategic partner in providing various services to support the Company’s Total Care and Provider Services product offerings. Pursuant to the terms of the JDA, Change Healthcare is providing intellectual property (IP), technical know-how, and advisory services to the Company as it develops price transparency products under the JDA that will be utilized by the Company in several of its product offerings. Either party is permitted to sell the price transparency product within each party’s respective service offerings. Each party is entitled to a royalty from the other party in connection with any net sales associated with the price transparency product that was developed under the JDA, not to exceed $2,500 in cumulative royalty payments. Concurrent with entering into the JDA, the Company entered into a five-year data licensing agreement with Change Healthcare who is one of the largest commercially available data set providers of de-identified claims in the United States. The licensing agreement includes annual increases in fees and the option to renew and extend beyond the initial five-year period. The annual licensing fees are subject to increases and decreases and contingent upon the achievement of performance objectives as defined in the data licensing agreement. Upfront payments for data licenses are deferred and will be amortized into cost of revenue, as they pertain to the delivery of the Company’s product offerings. Upon entering into the JDA and data licensing agreement, the Company issued 251,211 restricted shares of its common stock to Change Healthcare at an estimated fair value of $15.40 per share, or $3,869 in aggregate value. Pursuant to the terms of the restricted share agreement, 150,727 of the shares vested immediately and the remaining 100,484 restricted shares will vest upon the achievement of certain product development milestones, as defined. During July 2020, 75,363 of these shares vested upon the achievement of certain milestones. The aggregate equity value was allocated to the JDA and data licensing agreement based on the relative fair value of the IP and technical know-how contributed by Change Healthcare within the JDA and the discounted pricing received from Change Healthcare within the data licensing agreement. The equity value allocated to the JDA and data licensing agreement was capitalized and deferred as internally developed software and other assets within the Company’s consolidated balance sheet, respectively, with an offsetting increase to additional paid-in capital. Costs that are capitalized and classified as internally developed software will be amortized within depreciation and amortization in the Company’s consolidated statement of operations. | (14) Change Healthcare Joint Development Agreement In February 2020, the Company entered into a joint development agreement, or JDA, and a data licensing agreement with Change Healthcare Holdings, or Change Healthcare, whereby Change Healthcare will be a strategic partner in providing various services to support the Company’s Total Care and Provider Services product offerings. Pursuant to the terms of JDA, Change Healthcare is providing intellectual property (IP), technical know-how, and advisory services to the Company as it develops price transparency products under the JDA that will be utilized by the Company in several of its product offerings. Either party is permitted to sell the price transparency product within each party’s respective service offerings. Each party is entitled to a royalty from the other party in connection with any net sales associated with the price transparency product that was developed under the JDA, not to exceed $2,500 in cumulative royalty payments. Concurrent with entering into the JDA, the Company entered into a five five Upon entering into the JDA and data licensing agreement, the Company issued 251,211 restricted shares of its common stock to Change Healthcare at an estimated fair value of $15.40 per share, or $3,869 in aggregate value. Pursuant to the terms of the restricted share agreement, 150,727 of the shares vest immediately and the remaining 100,484 restricted shares will vest upon the achievement of certain product development milestones, as defined. The aggregate equity value was allocated to the JDA and data licensing agreement based on the relative fair value of the IP and technical know-how contributed by Change Healthcare within the JDA and the discounted pricing received from Change Healthcare within the data licensing agreement. Equity value allocated to the JDA and data licensing agreement is capitalized and deferred as internally developed software and other assets within the Company’s consolidated balance sheet, respectively with an offsetting increase to additional paid-in capital. Costs that are capitalized and classified as internally developed software will be amortized within depreciation and amortization in the Company’s consolidated statement of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Feb. 29, 2020 | |
Related Party Transactions | |
Related Party Transactions | (15) Related Party Transactions Entities affiliated with one of the Company’s significant customers own more than 5% of the Company’s outstanding stock. Revenues related to this customer were $33,433 and $31,556 during the fiscal years ended February 28, 2019 and February 29, 2020, respectively. There were no accounts receivable outstanding as of February 28, 2019 and February 29, 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Feb. 29, 2020 | |
Subsequent Events | |
Subsequent Events | (16) Subsequent Events Due to the government-imposed quarantines and other public health safety measures put into place in March 2020, COVID-19 has caused disruption in the markets where we sell our products and related services. Although the Company has not experienced any significant impact as a result of the COVID-19 pandemic, the Company will continue to closely monitor for any changes to the Company’s operations and the operations of our customers. The Company has evaluated subsequent events from the balance sheet date through June 16, 2020, the date of which the consolidated financial statements were available to be issued, and determined there are no other items requiring disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation and Principles of Consolidation | Accolade’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | (a) Basis of Presentation and Principles of Consolidation Accolade’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | (b) Use of Estimates The preparation of 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, including the fair value of assets acquired and liabilities assumed for business combinations, unbilled revenues and deferred revenues, certain accrued expenses, stock-based compensation, assessment of the useful life and recoverability of long-lived assets, income taxes, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s financial statements will be affected. | |
Comprehensive Loss | (c) Comprehensive Loss For the fiscal years ended February 28, 2019 and February 29, 2020, there was no difference between comprehensive loss and net loss. | |
Fair Value of Financial Instruments | (d) Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including cash equivalents, accounts receivable, unbilled revenue, other current assets, accounts payable, and accrued expenses approximates fair value due to the short-term nature of those instruments. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Inputs that are generally unobservable and typically reflect the Company’s estimate of assumptions that market participants would use in pricing the asset or liability. | |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents Cash and cash equivalents is comprised of cash in banks and highly liquid investments, including certificates of deposit with a maturity date of less than 90 days, and money market treasury funds, purchased with an original maturity of three months or less. Cash equivalents consist of investments in money market funds for which the carrying amount approximates fair value, due to the short maturities of these instruments. | |
Accounts Receivable and Unbilled Revenue | (f) Accounts Receivable and Unbilled Revenue Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company does not have any off-balance-sheet credit exposure related to its customers. The Company records unbilled revenue for services performed on contracts for amounts not yet billed to customers. | |
Property and Equipment | (g) Property and Equipment Property and equipment are recorded at cost. Equipment acquired under capital leases is recorded at the present value of the minimum lease payments. Property and equipment are depreciated on a straight-line basis over their estimated useful lives. Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Office equipment and furniture 7 years Computer equipment 3 - 5 years Computer software 3 - 5 years Leasehold improvements Lesser of estimated useful life or remaining lease term | |
Capitalized Internal-Use Software Costs | Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Internal-use software is included in property and equipment and is amortized on a straight-line basis over 3 years. For the three months ended August 31, 2020 and 2019, the Company capitalized $85 and $0, respectively, for internal-use software. For the six months ended August 31, 2020 and 2019, the Company capitalized $374 and $0, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the three months ended August 31, 2020 and 2019 was $1,120 and $1,054, respectively. Amortization expense related to capitalized internal-use software during the six months ended August 31, 2020 and 2019 was $2,131 and $2,431, respectively. | (h) Capitalized Internal-Use Software Costs Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including for tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Internal-use software is included in property and equipment and is amortized on a straight-line basis over 3 years. For the fiscal years ended February 28, 2019 and February 29, 2020, the Company capitalized $1,943 and $3,005, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the fiscal years ended February 28, 2019 and February 29, 2020 was $5,836 and $4,533, respectively. |
Impairment of Long Lived Assets | (i) Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment and acquired technology, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized for the amount by which the carrying value of the asset exceeds the fair value of the asset. There were no impairment charges recorded during the fiscal years ended February 28, 2019 and February 29, 2020. | |
Intangible Assets | As part of the acquisition of MD Insider, Inc. (MDI) in July 2019 (Note 4), the Company acquired an intangible asset in the form of acquired technology in the amount of $2,900. This intangible asset is subject to amortization and is being amortized on the straight-line basis over its estimated useful life of two years. Amortization expense related to the intangible asset was $362 and $121 during the three months ended August 31, 2020 and 2019, respectively, and $724 and $121 during the six months ended August 31, 2020 and 2019, respectively. | (j) Intangible Assets As part of the acquisition of MDI (Note 3), the Company acquired an intangible asset in the form of acquired technology in the amount of $2,900. This intangible asset is subject to amortization and is being amortized on the straight-line basis over its estimated useful life of two years. The Company recognized $846 in amortization expense during the fiscal year ended February 29, 2020. |
Goodwill | (k) Goodwill Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized, but is subject to an annual impairment test. The Company has a single reporting unit and all goodwill relates to that reporting unit. The Company performs its annual goodwill impairment test on an annual basis on the fourth quarter of each fiscal year or more frequently if changes in circumstances or the occurrence of events suggest that an impairment exists. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit’s goodwill is less than the carrying value of the reporting unit’s goodwill. The Company’s annual goodwill impairment test resulted in no impairment charges in the fiscal year ended February 29, 2020. | |
Reverse Stock Split | (l) Reverse Stock Split During March 2020, the Company’s board of directors and stockholders adopted and approved the amendment and restatement of the Company’s Sixth Amended and Restated Certificate of Incorporation to effect a one-for-five All share and per share information included in these consolidated financial statements and footnotes retroactively reflects the reverse split. | |
Revenue and Deferred Revenue | (m) Revenue and Deferred Revenue The Company earns revenue from its customers by providing personalized health guidance solutions to members. The Company’s solutions allow its members to interact with its Accolade Health Assistants and clinicians through various means of communication, including telephony and secure messaging via its mobile application and member portal. The Company prices its personalized health guidance solutions using a recurring per-member-per-month fee (PMPM), typically with a portion of the fee calculated as the product of a fixed rate times the number of eligible members (fixed PMPM fee), plus a variable PMPM fee calculated as the product of a variable rate times the number of eligible members (variable PMPM fee). The fees associated with the variable PMPM fee can be earned through the achievement of performance metrics and/or the realization of healthcare cost savings resulting from the utilization of the Company’s services. Collectively, the fixed PMPM fee and variable PMPM fee are referred to as the total PMPM fee. The Company’s PMPM pricing varies by contract. In certain contracts, the maximum total PMPM fee varies during the contract term (total PMPM rate increases or decreases annually), while in other contracts, the total PMPM maximum fee is consistent over the term, yet the fixed and variable portions vary. For example, in certain contracts the fixed PMPM fee increases on an annual basis while the variable PMPM fee decreases on an annual basis, resulting in the same total PMPM fee throughout the term of the contract. In accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, the Company satisfies a performance obligation At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract. The Company’s contracts for personalized health guidance solutions generally include two performance obligations: stand ready services as discussed in the following sentence and reporting. The majority of the Company’s contracts include stand ready services to provide eligible participants with access to the Company’s services and to perform an unspecified quantity of interactions with members during the contract period. Accordingly, the Company’s services are generally viewed as stand ready performance obligations comprised of a series of distinct daily services that are substantially the same and have the same pattern of transfer. For the stand ready services, the Company satisfies these performance obligations over time and recognizes revenue related to its services as the services are provided using a measure of progress based upon the actual number of members eligible for the service during the respective period as a percentage of the estimated members expected to be eligible for the service over the term of the contract. The Company believes a measure of progress based on the number of members is the most appropriate measurement of control of the services being transferred to the customer as the amount of internal resources necessary to stand ready is directly correlated to the number of members who can use the services. In addition, the Company’s contracts may include additional add-on services as separate performance obligations that are also considered stand ready services. These add-on services have the same pattern of transfer and revenue recognition as discussed above. The Company’s personalized health guidance solutions also include a distinct performance obligation related to reporting, which is provided to the customer on a daily, monthly, and/or quarterly basis and provides the customer with insights into various operational data and performance metrics. Although reporting is performed separately over regular intervals during the term of contract period, the Company recognizes revenue in a similar pattern of recognition and using a similar measure of progress as its stand ready services because the reporting services are performed evenly throughout the term of the contract. Revenues related to reporting services were not material for the fiscal years ended February 28, 2019 and February 29, 2020. Some contracts contain an additional performance obligation, pre-launch open enrollment, for which the performance obligation is satisfied before the launch of the Company’s primary service. For contracts that include pre-launch open enrollment support, the Company recognizes related revenues over the pre-launch open enrollment period based on the number of eligible members. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on overall pricing objectives, taking into consideration market conditions and other factors, using an expected cost plus margin approach. The Company considered the variable consideration allocation exception in ASC 606 and concluded that such exception for allocating variable consideration to distinct performance obligations or distinct time periods within a series was not met primarily due to variability in its PMPM pricing. The majority of fees earned by the Company are considered to be variable consideration due to both the uncertainty regarding the total number of members for which the Company will invoice the customer, as well as the variable PMPM fees that are dependent upon the achievement of performance metrics and/or healthcare cost savings. Performance metrics are measured monthly, quarterly or, annually, and with respect to the achievement of healthcare cost savings targets, annually (typically measured on a calendar year basis). Accordingly, at contract inception and on an ongoing basis, as part of the Company’s estimate of the transaction price, the Company determines whether any such fees should be constrained, and the Company includes the estimated consideration for those fees for which a significant reversal of cumulative revenue is not probable (and is therefore considered to be unconstrained). Consideration related to the Company’s achievement of healthcare cost savings is typically constrained until the end of the applicable calendar year due to uncertainty related to factors outside of the Company’s control. Consideration related to other performance metrics is typically not constrained based on the Company’s prior success of achieving such metrics. On an ongoing basis, the Company reassesses its estimates for variable consideration, which can change based upon its assessment of the achievement of performance metrics and healthcare cost savings, as well as the number of members. The Company typically invoices its customers in advance of the services performed on a monthly or quarterly basis, and the amount invoiced typically represents the maximum total PMPM fee for the estimated number of eligible members over the applicable invoice period. The total PMPM fee covers both the stand ready services and reporting services in the Company’s typical contracts (i.e., the performance obligations are not separately priced or invoiced). The maximum total PMPM fee that is invoiced includes both the fixed PMPM fee and the variable PMPM fee related to the performance metrics and/or the realization of healthcare cost savings that can be achieved during the period. These fees are classified as deferred revenue on the Company’s consolidated balance sheet until such time that revenue can be recognized. In the event the Company fails to satisfy any of the performance metrics and/or realization of healthcare cost savings that are billed in advance, the Company will refund the applicable portion of the fee or offset the amount against a future invoice. These amounts are included in Due to Customers on the Company’s consolidated balance sheet. The Company’s accounts receivable represent rights to consideration that are unconditional. As of February 29, 2020, $164,552 of revenue is expected to be recognized from remaining performance obligations and is expected to be recognized as follows: Fiscal periods ending February 28(29), 2021 $ 111,741 2022 42,461 2023 8,390 2024 1,960 Total $ 164,552 The expected revenue includes variable fee estimates for the non-cancellable term of the Company’s contracts. The expected revenue does not include amounts of variable consideration that are constrained. Significant changes in the deferred revenue balances during the fiscal years ended February 28, 2019 and February 29, 2020 were the result of recognized revenue of $9,637 and $22,407, respectively that were included in deferred revenue. Revenue related to performance obligations satisfied in prior periods that was recognized during the years ended February 28, 2019 and February 29, 2020 was $4,410 and $4,479, respectively. These changes in estimates were primarily due to the inclusion of consideration that was previously constrained related to the Company’s achievement of healthcare cost savings. Cost to obtain and fulfill a contract The Company capitalizes sales commissions paid to internal sales personnel that are both incremental to the acquisition of customer contracts and recoverable. These costs are recorded as deferred contract acquisition costs in the accompanying consolidated balance sheets. The Company capitalized commission costs of $1,832 and $1,495 for fiscal years ended February 28, 2019 and February 29, 2020, respectively. The Company defers costs based on its sales compensation plans only if the commissions are incremental and would not have occurred absent the customer contract. Payments to direct sales personnel are typically made in two increments as follows: 75% upon signature of the contract, with the remaining 25% upon customer launch. The Company does not pay commissions on contract renewals. Deferred commissions paid on the initial acquisition of a contract are amortized ratably over an estimated period of benefit of five years, which is the estimated customer life. The Company determined the period of amortization for deferred commissions by taking into consideration current customer contract terms, historical customer retention, and other factors. Amortization is included in sales and marketing expenses in the accompanying consolidated statements of operations and totaled $377 and $665 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. The Company periodically reviews deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the estimated period of benefit. There were no impairment losses recorded during the periods presented. For certain customer contracts, the Company may incur direct and incremental costs related to customer set-up and implementation. The Company recorded deferred implementation costs of $667 and $904 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. These implementation costs are deferred and amortized over the expected useful life of the Company’s customers, which is five years. Amortization is included in cost of revenues in the Company’s consolidated statements of operations and totaled $417 and $320 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. | |
Concentration of Credit Risk | Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. The Company maintains its cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. The Company invests its cash equivalents in highly rated money market funds. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents and performs periodic evaluations of the credit standing of such institutions. Significant customers are those which represent 10% or more of the Company’s revenue during the periods. For each significant customer, revenue as a percentage of total revenue was as follows: For the three months ended August 31, For the six months ended August 31, 2019 2020 2019 2020 Customer 1 27 % 14 % 27 % 17 % Customer 2 11 % 12 % 12 % 12 % Customer 3 11 % 11 % 11 % 11 % Total 49 % 37 % 50 % 40 % Accounts receivable outstanding related to these customers at August 31, 2020 was as follows: August 31, 2020 Customer 1 $ — Customer 2 — Customer 3 6,670 | (n) Concentration of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. The Company maintains its cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. The Company invests its cash equivalents in highly rated money market funds. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents and perform periodic evaluations of the credit standing of such institutions. Significant customers are those which represent 10% or more of the Company’s revenue during the period. For each significant customer, revenue as a percentage of total revenue was as follows: Fiscal Year Ended 2019 2020 Customer 1 35 % 24 % Customer 2 3 % 13 % Customer 3 14 % 12 % Customer 4 8 % 10 % Customer 5 11 % 9 % Total 71 % 68 % There were no accounts receivable outstanding related to any of these customers at February 28, 2019 and February 29, 2020, respectively. |
Stock Based Compensation | (o) Stock-Based Compensation The Company recognizes compensation cost for awards to employees, nonemployee directors, consultants, and advisors based on the grant date fair value of stock-based awards on a straight-line basis over the period during which an award holder is required to provide service in exchange for the award. The Company estimates the fair value of each employee stock option on the date of grant using the Black-Scholes option pricing model. | |
Cost of Revenue, excluding Depreciation and Amortization | (p) Cost of Revenue, excluding Depreciation and Amortization Cost of revenue, excluding depreciation and amortization, consists primarily of personnel costs including salaries, wages, overtime, bonuses, stock-based compensation expense, and benefits, as well as software and tools for telephony, business analytics, allocated overhead costs, and other expenses related to delivery and implementation of the Company’s personalized technology-enabled solutions. | |
Product and Technology | (q) Product and Technology Product and technology expenses consist of personnel expenses, including salaries, bonuses, stock-based compensation expense, and benefits for employees and contractors for engineering, product, and design teams, and allocated overhead costs, as well as costs of software and tools for business analytics, data management, and IT applications that are not directly associated with delivery of the Company’s solutions to customers. | |
Income Taxes | (r) Income Taxes The provision for income taxes was determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the period. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date. In evaluating the ability to realize deferred tax assets, the Company relies on taxable income in prior carryback years, the future reversals of existing taxable temporary differences, future taxable income, and tax planning strategies. Consistent with the provisions of FASB ASC Topic 740, Income Taxes | |
Segments | (s) Segments The Company’s chief operating decision maker, its Chief Executive Officer, reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable operating segment. As of February 28, 2019 and February 29, 2020, substantially all of Accolade’s long-lived assets were located in the United States, and all revenue was earned in the United States. | |
Deferred Offering Costs | The Company capitalized certain legal, accounting and other third-party fees that were directly associated with the IPO as deferred offering costs until the IPO was completed in July 2020. Upon the completion of the IPO, total deferred costs of $4,596 were recorded in stockholders’ equity (deficit) as a reduction of additional paid-in-capital. Deferred offering costs were $0 and $3,042 at August 31, 2020 and February 29, 2020, respectively, and were included within prepaid and other current assets on the accompanying consolidated balance sheet at February 29, 2020. As of August 31, 2020, $312 of deferred costs were included in accounts payable and accrued expenses. | (t) Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financing as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs will be recorded in stockholders’ deficit as a reduction of additional paid-in-capital generated as a result of the offering. Should the equity financing no longer be considered probable of being consummated, all deferred offering costs would be charged to operating expenses in the statement of operations. Deferred offering costs were $3,042 at February 29, 2020 and are included within prepaid and other current assets on the accompanying consolidated balance sheet. |
New Accounting Pronouncements Not Yet Adopted | Leases: Leases Codification Improvements to Topic 842 Leases Narrow-Scope Improvements for Lessor, Leases Codification Improvements to Topic 842 Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities, (2) Basis of Presentation and Summary of Significant Accounting Policies (Continued) for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. ASC 842 is effective for the Company for fiscal year ending February 28, 2023. Early adoption is permitted. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. Credit Losses: Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Internal Use Software: Intangibles-Goodwill and Other-Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract | (u) New Accounting Pronouncements Not Yet Adopted Leases: In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-02, Leases Codification Improvements Leases Narrow-Scope Improvements for Lessor Leases Codification Improvements Credit Losses: In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments for fiscal year ended February 28, 2023. Early adoption is permitted. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. Internal Use Software: In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other-Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, |
Unaudited Pro Forma Financial Information | (v) Unaudited Pro Forma Financial Information Immediately prior to the closing of the initial public offering, all of the Company’s outstanding convertible preferred stock will automatically convert into common stock on a one-for-one basis. Additionally, the Series A through Series E convertible preferred stockholders will receive for each share of preferred stock held the number of shares of common stock determined by dividing the applicable preference amount by the price per common share in the initial public offering. The unaudited pro forma balance sheet as of February 29, 2020 assumes (1) the automatic conversion of all outstanding shares of convertible preferred stock and the additional issuance of common shares discussed above into 29,479,483 shares of common stock, (2) the issuance of 1,401,836 shares of common stock issuable upon the automatic net exercise of outstanding warrants immediately prior to the initial public offering based on the initial public offering price of $22.00 per share, (3) the proceeds received of $48,666 from the drawdown of our revolving credit facility in March 2020, and (4) the receipt of $2,500 of additional proceeds under our term loan in May 2020. See note 12 for unaudited pro forma net loss per common share details. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Summary of Significant Accounting Policies | ||
Summary of useful lives for property and equipment | Property and Equipment Estimated Useful Life Office equipment and furniture 7 years Computer equipment 3 - 5 years Computer software 3 - 5 years Leasehold improvements Lesser of estimated useful life or remaining lease term | |
Summary of revenue expected to be recognized from remaining performance obligations | Fiscal year ending February 28(29), Remainder of 2021 $ 77,630 2022 104,703 2023 35,033 2024 9,999 Total $ 227,365 | Fiscal periods ending February 28(29), 2021 $ 111,741 2022 42,461 2023 8,390 2024 1,960 Total $ 164,552 |
Summary of revenue as a percentage of total revenue | Fiscal Year Ended 2019 2020 Customer 1 35 % 24 % Customer 2 3 % 13 % Customer 3 14 % 12 % Customer 4 8 % 10 % Customer 5 11 % 9 % Total 71 % 68 % |
Acquisition of MD Insider (MD_2
Acquisition of MD Insider (MDI) (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Acquisition of MD Insider | |
Summary of purchase consideration paid | Consideration Paid Cash consideration $ 324 Fair value of equity issued 5,114 Fair value of contingent consideration 1,050 Total consideration paid $ 6,488 |
Summary of estimated fair values of the assets acquired and liabilities assumed at the date of acquisition | Assets acquired: Cash and cash equivalents $ 118 Accounts receivable 98 Prepaid expenses 5 Goodwill 4,013 Intangible assets 2,900 Other assets 17 Total assets acquired $ 7,151 Liabilities assumed: Accounts payable $ 321 Accrued expenses and other current liabilities 342 Total liabilities assumed $ 663 Net assets acquired $ 6,488 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Property and Equipment | |
Schedule of Property and Equipment | February 28/29, 2019 2020 Capitalized software development costs $ 32,862 $ 35,867 Computer software 10,275 8,829 Computer equipment 7,828 9,383 Office equipment, furniture, and leasehold improvements 8,012 8,903 Office equipment and furniture under capital leases 1,252 1,251 60,229 64,233 Less accumulated depreciation (44,955) (50,608) Total $ 15,274 $ 13,625 |
Accrued Expenses and Accrued _2
Accrued Expenses and Accrued Compensation (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Accrued Expenses and Accrued Compensation | |
Schedule of Accrued Expenses | February 28/29, 2019 2020 Accrued professional and consulting fees $ 755 $ 3,375 Accrued software, hardware, and communication costs 154 228 Accrued litigation matter 1,100 1,100 Accrued taxes 335 512 Accrued other 796 1,365 Total $ 3,140 $ 6,580 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Fair Value Measurements | ||
Schedule of fair value of financial assets | Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 21,332 $ — $ — $ 21,332 Certificates of deposit $ 5,000 $ — $ — $ 5,000 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 212,221 $ — $ — $ 212,221 | February 28, 2019 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 28,661 $ — $ — $ 28,661 February 29, 2020 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 21,332 $ — $ — $ 21,332 |
Debt facility (Tables)
Debt facility (Tables) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Debt Facility | ||
Schedule Of Debt | February 29, 2020 Current - Interest payable – 2019 Revolver $ — Long-term 2019 Revolver $ — Term loan - principal outstanding $ 22,000 Interest payable-in-kind 273 Unamortized issuance costs (1,129) Total long-term $ 21,144 | February 28, February 29, 2019 2020 Principal outstanding $ 20,000 $ 22,000 Interest payable‑in‑kind — 273 Unamortized issuance costs (800) (1,129) $ 19,200 $ 21,144 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Stockholders' Equity | |
Schedule of convertible preferred stock | Shares Issued and Carrying Liquidation Series Par value authorized outstanding amount value A ‑ 1 $ 0.0001 3,560,000 3,559,995 $ 10,000 $ 10,000 A ‑ 2 0.0001 2,579,999 2,579,994 10,000 10,000 B 0.0001 4,058,736 4,058,731 16,944 16,944 C 0.0001 601,160 601,151 7,000 7,000 D 0.0001 1,751,874 1,751,871 30,000 30,000 E 0.0001 6,089,189 6,089,159 140,720 145,300 F 0.0001 873,038 873,038 18,358 20,000 19,513,996 19,513,939 $ 233,022 $ 239,244 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Equity-based Compensation and Warrants | ||
Schedule of stock-based compensation | 2019 2020 2019 2020 Cost of revenue $ 103 $ 218 $ 175 $ 327 Product and technology 491 718 852 1,152 Sales and marketing 475 490 822 792 General and administrative 826 679 1,482 1,093 Total stock-based compensation $ 1,895 $ 2,105 $ 3,331 $ 3,364 | Fiscal year 2019 2020 Cost of revenue $ 255 $ 318 Product and technology 1,108 1,674 Sales and marketing 1,199 1,482 General and administrative 3,159 2,528 Total stock‑based compensation $ 5,721 $ 6,002 |
Schedule of weighted average assumptions | Fiscal year 2019 2020 Estimated fair value of common stock $ 2.40 - $ 3.35 $ 4.80 - $ 9.55 Exercise price $ 4.70 - $ 6.75 $ 9.60 - $ 18.70 Expected volatility 46 % - 50 % 50 % Expected term (in years) 6.25 6.25 Risk‑free interest rate 2.65 % - 2.94 % 1.67 % - 2.62 % Dividend yield — — | |
Schedule of stock option activity | Weighted Weighted average remaining Aggregate exercise contractual life intrinsic Stock Options price in years value Balance, February 29, 2020 7,996,056 $ 6.19 Granted 2,149,575 17.25 Exercised (571,382) 4.42 Forfeited (147,684) 6.12 Balance, August 31, 2020 9,426,565 $ 8.82 7.4 years $ 223,660 Vested and expected to vest as of August 31, 2020 9,426,565 $ 8.82 7.4 years $ 223,660 Exercisable as of August 31, 2020 5,499,412 $ 6.19 6.3 years $ 150,792 | Weighted Weighted ‑ Remaining Aggregate Average Contractual Intrinsic Stock Options Exercise Price Life In Years Value Balance, February 28, 2018 6,970,591 Granted 1,635,115 Exercised (249,027) Forfeited (209,135) Balance, February 28, 2019 8,147,544 Granted 2,084,046 $ 10.80 Exercised (1,843,001) $ 3.70 Forfeited (392,533) $ 5.70 Balance, February 29, 2020 7,996,056 $ 6.19 7.0 years $ 73,631 Vested and expected to vest as of February 29, 2020 7,996,056 $ 6.20 7.0 years $ 73,631 Exercisable as of February 29, 2020 4,579,458 $ 4.35 5.6 years $ 50,573 |
Schedule of warrants | Common Stock Warrants Balance, February 29, 2020 1,653,268 Issued — Exercised (160,000) Automatic exercise of warrants in connection with IPO (1,493,268) Balance, August 31, 2020 — | Common Stock Exercise Expiration Warrants Exercisable Price Date Balance, February 28, 2018 928,945 Issued 541,159 Exercised (4,061) Balance, February 28, 2019 1,466,043 Issued 220,594 Exercised (33,369) Balance, February 29, 2020 1,653,268 1,653,268 $ 0.0005 - $ 23.75 April 2020 - October 2029 Number of Warrants Outstanding at February 28/29, Exercise 2019 2020 Price Expiration Date Series E holders 1,162,483 1,129,114 $ 0.0005 July 2026 - March 2028 Series F holders — 85,000 $ 0.0005 October 2029 Customer 160,000 160,000 $ 13.75 April 2020 Lenders 143,560 279,154 $ 0.005 - $ 23.75 Nov 2022 - July 2029 Total 1,466,043 1,653,268 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Income Taxes | |
Schedule of components of loss before income taxes | Fiscal year 2019 2020 Domestic $ (56,586) $ (51,795) Foreign 144 558 Total $ (56,442) $ (51,237) |
Schedule of significant components of income taxes | Fiscal year 2019 2020 Currently payable: Federal $ — $ — State and Local — — Foreign 55 129 Total currently payable 55 129 Deferred: Federal — — State and Local — — Foreign — — Total deferred — — Provision (benefit) for income taxes $ 55 $ 129 |
Schedule of reconciliation of income tax expense at the U.S. Federal statutory income tax rate to actual income tax provision | Fiscal year 2019 2020 Federal income tax expense at statutory tax rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 6.0 7.5 Stock‑based compensation (2.1) 3.9 Transaction costs 0.0 (0.2) Changes in valuation allowances (24.8) (31.4) Other (0.2) (1.0) Effective Income Tax Rate (0.1) % (0.2) % |
Schedule of significant components of the Company's deferred tax assets and liabilities | Fiscal year 2019 2020 Deferred tax assets: Net operating loss and tax credit carryforwards $ 55,664 $ 76,508 Other accruals and reserves 3,529 3,413 Stock‑based compensation 491 561 Deferred rent 1,066 1,280 Interest expense deduction limitation carryforward 742 1,549 Intangibles 19 — Property, plant & equipment 252 526 Other 139 355 Valuation allowance (61,902) (83,640) Deferred tax assets — 552 Deferred tax liabilities: Intangibles — (552) Deferred tax liabilities — (552) Net deferred taxes $ — $ — |
Schedule of changes in valuation allowance | Fiscal year 2019 2020 Balance at the beginning of the period $ 47,908 $ 61,902 (Decrease) increase due to NOLs and temporary differences 13,994 16,100 (Decrease) increase due to acquisitions — 5,638 Balance at the end of the period $ 61,902 $ 83,640 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Net Loss Per Share Attributable to Common Stockholders | ||
Schedule of computation of basic and diluted net loss per share | 2019 2020 2019 2020 Net loss $ (15,026) $ (15,371) $ (30,929) $ (29,331) Weighted-average shares used in computing net loss per share 5,336,501 33,029,147 5,141,047 20,277,416 Net loss per share attributable to common stockholders, basic and diluted $ (2.82) $ (0.47) $ (6.02) $ (1.45) | Fiscal year 2019 2020 Net loss $ (56,496) $ (51,365) Net loss per common share, basic and diluted $ (12.17) $ (9.13) Weighted‑average shares used to compute net loss per common share, basic and diluted 4,641,256 5,626,713 |
Schedule of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders | 2019 2020 Stock options 9,092,367 9,426,565 Common stock warrants 317,882 — Total 9,410,249 9,426,565 | Fiscal year 2019 2020 Stock options 8,147,544 7,996,056 Common stock warrants 182,288 317,861 Total 8,329,832 8,313,917 |
Schedule of computation of the unaudited pro forma basic and diluted net loss per share | Fiscal Year Ended February 29, 2020 Numerator: Net loss $ (51,365) Deemed dividend attributable to preferred shareholders (239,294) Net loss attributable to common stockholders $ (290,609) Denominator: Weighted‑average shares used to compute net loss per common share, basic and diluted 5,626,713 Pro forma adjustment to reflect conversion of convertible preferred stock 28,964,247 Pro forma adjustment to reflect automatic cashless exercise of warrants 42,492 Weighted‑average shares used to compute pro forma net loss per common share, basic and diluted 34,633,452 Pro forma net loss per common share, basic and diluted $ (8.39) |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Commitments | |
Schedule of future aggregate minimum lease payments as of under all non cancelable operating leases (including the Seattle lease) | Fiscal years ending February 28(29), 2021 $ 6,104 2022 6,580 2023 6,577 2024 6,625 2025 5,664 Thereafter 21,516 $ 53,066 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Useful lives for property and equipment (Details) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Capitalized internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | 3 years |
Minimum | Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Minimum | Capitalized internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Maximum | Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Maximum | Capitalized internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Capitalized Internal-Use Software Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Property, Plant and Equipment [Line Items] | ||||||
Amortization expenses | $ 3,977 | $ 4,382 | $ 8,516 | $ 9,391 | ||
Capitalized internal-use software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 3 years | 3 years | ||||
Capitalized cost | $ 85 | $ 0 | $ 374 | 0 | $ 3,005 | 1,943 |
Amortization expenses | $ 1,120 | $ 1,054 | $ 2,131 | $ 2,431 | $ 4,533 | $ 5,836 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 846 | |||||
MD Insider Inc | Technology | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 2,900 | $ 2,900 | ||||
Estimated useful life | 2 years | 2 years | ||||
Amortization expense | $ 362 | $ 121 | $ 724 | $ 121 | $ 846 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Revenue and Deferred Revenue (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Feb. 29, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 227,365 | $ 164,552 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-03-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 111,741 | |
Revenue remaining performance obligation satisfaction period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-09-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 77,630 | |
Revenue remaining performance obligation satisfaction period | 6 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-03-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 42,461 | |
Revenue remaining performance obligation satisfaction period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-03-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 104,703 | $ 8,390 |
Revenue remaining performance obligation satisfaction period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-03-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 35,033 | $ 1,960 |
Revenue remaining performance obligation satisfaction period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-03-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 9,999 | |
Revenue remaining performance obligation satisfaction period | 1 year |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Revenue and Deferred Revenue Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Summary of Significant Accounting Policies | ||||||
Contract with customer liability revenue recognized | $ 23,725 | $ 19,225 | $ 22,407 | $ 9,637 | ||
Revenue related to performance obligations satisfied in prior periods | $ 1,535 | $ 689 | $ 3,014 | $ 1,084 | $ 4,479 | $ 4,410 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Cost to obtain and fulfill a contract (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2020USD ($)item | Aug. 31, 2019USD ($) | Feb. 29, 2020USD ($) | Feb. 28, 2019USD ($) | |
Capitalized Contract Cost [Line Items] | ||||||
Deferred amortization term | 5 years | 5 years | 5 years | |||
Impairment loss on deferred commission | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Selling and Marketing Expense [Member] | ||||||
Capitalized Contract Cost [Line Items] | ||||||
Amortization of contract cost | 237,000 | 158,000 | $ 470,000 | 314,000 | 665,000 | 377,000 |
Sales commission | ||||||
Capitalized Contract Cost [Line Items] | ||||||
Capitalized Contract Cost, Net | $ 1,495,000 | 1,832,000 | ||||
Number of increments in which payment to sales person is made. | 2 | 2 | ||||
Sales commission paid upon signing of contract (as a percent) | 75.00% | 75.00% | ||||
Sales commission paid upon customer launch (as a percent) | 25.00% | 25.00% | ||||
Amortization of contract cost | $ 1,999,000 | 229,000 | $ 2,502,000 | 523,000 | ||
Customer set up cost | ||||||
Capitalized Contract Cost [Line Items] | ||||||
Capitalized Contract Cost, Net | $ 904,000 | 667,000 | ||||
Deferred amortization term | 5 years | 5 years | 5 years | |||
Amortization of contract cost | $ 110,000 | $ 75,000 | $ 270,000 | $ 146,000 | $ 320,000 | $ 417,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Concentration Risk [Line Items] | ||||||
Accounts receivable | $ 0 | $ 0 | ||||
Customer 3 | ||||||
Concentration Risk [Line Items] | ||||||
Accounts receivable | $ 6,670 | $ 6,670 | ||||
Customer Concentration Risk | Revenue [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Revenue (as a percent) | 37.00% | 49.00% | 40.00% | 50.00% | 68.00% | 71.00% |
Customer Concentration Risk | Revenue [Member] | Customer 1 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue (as a percent) | 14.00% | 27.00% | 17.00% | 27.00% | 24.00% | 35.00% |
Customer Concentration Risk | Revenue [Member] | Customer 2 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue (as a percent) | 12.00% | 11.00% | 12.00% | 12.00% | 13.00% | 3.00% |
Customer Concentration Risk | Revenue [Member] | Customer 3 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue (as a percent) | 11.00% | 11.00% | 11.00% | 11.00% | 12.00% | 14.00% |
Customer Concentration Risk | Revenue [Member] | Customer 4 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue (as a percent) | 10.00% | 8.00% | ||||
Customer Concentration Risk | Revenue [Member] | Customer 5 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue (as a percent) | 9.00% | 11.00% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Feb. 29, 2020USD ($) | Feb. 28, 2019USD ($) | |
Impairment of Long Lived Assets | |||
Impairment charges | $ 0 | $ 0 | |
Goodwill | |||
Impairment charges | 0 | ||
Reverse Stock Split | |||
Reverse stock split | 0.20 | ||
Income Taxes | |||
Unrecognized benefits | 0 | 0 | |
Additions, reductions, or settlements during the year for unrecognized benefits | $ 0 | $ 0 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Feb. 29, 2020 |
Summary of Significant Accounting Policies | ||
Deferred Offering Costs | $ 4,596 | $ 3,042 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Unaudited Pro Forma Financial Information - (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2020 | Mar. 31, 2020 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Jul. 08, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||
Stock issued on conversion of convertible preferred stock | 29,479,521 | 29,479,483 | 29,479,521 | ||||
Common stock issuable upon the automatic net exercise of outstanding warrants | 1,401,836 | ||||||
Share Price | $ 22 | ||||||
Proceeds under our term loan | $ 51,166 | $ 1,660 | $ 1,660 | $ 3,000 | |||
Revolving credit facility | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Proceeds from drawdown of revolving credit facility | $ 48,666 | ||||||
Term Loan | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Proceeds under our term loan | $ 2,500 |
Acquisition of MD Insider (MD_3
Acquisition of MD Insider (MDI) - Summary of Purchase Consideration (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 | Aug. 31, 2020 | Jul. 31, 2020 | Feb. 29, 2020 | Jul. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2019 | Feb. 29, 2020 |
Consideration Paid | ||||||||||
Additional shares issued | 100,607 | |||||||||
Common stock | ||||||||||
Consideration Paid | ||||||||||
Fair value of equity issued | $ 5,114,000 | |||||||||
Shares issued | 97,019 | 279,436 | 289,320 | |||||||
MD Insider Inc | ||||||||||
Consideration Paid | ||||||||||
Cash consideration | $ 324,000 | |||||||||
Fair value of equity issued | 5,114,000 | $ 1,050,000 | ||||||||
Fair value of contingent consideration | 1,050,000 | |||||||||
Total consideration paid | 6,488,000 | $ 6,488,000 | 289,320 | |||||||
Aggregate purchase price consideration | $ 6,488,000 | $ 6,488,000 | 289,320 | |||||||
Shares issued | 289,320 | 386,339 | ||||||||
Additional shares issued | 96,487 | 100,607 | ||||||||
Stock Available For Issuance | 4,120 | |||||||||
Acquisition related costs | $ 567,000 | |||||||||
Maximum | MD Insider Inc | ||||||||||
Consideration Paid | ||||||||||
Shares issued | 462,691 | 462,691 |
Acquisition of MD Insider (MD_4
Acquisition of MD Insider (MDI) - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 29, 2020 | Aug. 31, 2020 | Jul. 31, 2019 | |
Assets acquired: | |||
Goodwill | $ 4,013 | $ 4,013 | |
Liabilities assumed: | |||
Amortization period | 2 years | ||
Amortization expense | $ 846 | ||
MD Insider Inc | |||
Assets acquired: | |||
Cash and cash equivalents | $ 118 | ||
Accounts receivable | 98 | ||
Prepaid expenses | 5 | ||
Goodwill | 4,013 | ||
Intangible assets | 2,900 | ||
Other assets | 17 | ||
Total assets acquired | 7,151 | ||
Liabilities assumed: | |||
Accounts payable | 321 | ||
Accrued expenses and other current liabilities | 342 | ||
Total liabilities assumed | 663 | ||
Net assets acquired | $ 6,488 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | Aug. 31, 2020 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | $ 64,233 | $ 60,229 | |
Less accumulated depreciation | (50,608) | (44,955) | |
Total | 13,625 | 15,274 | $ 11,728 |
Depreciation and amortization expense | 7,670 | 9,391 | |
Accelerated depreciation | 1,634 | ||
Write off of leasehold improvements and furniture/fixtures related to the termination of the Seattle lease | 680 | ||
Loss on disposal of property | 299 | ||
Software and Software Development Costs [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 35,867 | 32,862 | |
Capitalized internal-use software | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 8,829 | 10,275 | |
Computer equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 9,383 | 7,828 | |
Office Equipment, Furniture And Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 8,903 | 8,012 | |
Assets Held under Capital Leases [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | $ 1,251 | $ 1,252 |
Accrued Expenses and Accrued _3
Accrued Expenses and Accrued Compensation (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Accrued Expenses and Accrued Compensation | |||
Accrued professional and consulting fees | $ 3,375 | $ 755 | |
Accrued software, hardware, and communication costs | 228 | 154 | |
Accrued litigation matter | 1,100 | 1,100 | |
Accrued taxes | 512 | 335 | |
Accrued other | 1,365 | 796 | |
Total | $ 2,631 | $ 6,580 | $ 3,140 |
Accrued Expenses and Accrued _4
Accrued Expenses and Accrued Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | May 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued bonus expense related to bonuses earned | $ 5,884 | ||
Fair value of the common stock (in dollars per share) | $ 17.50 | ||
Grant date fair value per stock option | $ 10.88 | ||
Expected volatility | 50.00% | ||
Expected term | 6 years 3 months | 6 years 3 months | |
Payroll withholding taxes payable related to the exercise of nonqualified stock options | $ 4,905 | ||
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 78.40% | ||
Expected term | 5 years | ||
Risk free interest rate | 0.30% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Cash equivalents: | |||
Fair value | $ 21,332 | ||
Level 1 | |||
Cash equivalents: | |||
Fair value | 21,332 | ||
Money Market Funds | |||
Cash equivalents: | |||
Fair value | $ 212,221 | 21,332 | $ 28,661 |
Money Market Funds | Level 1 | |||
Cash equivalents: | |||
Fair value | $ 212,221 | 21,332 | $ 28,661 |
Certificates of Deposit | |||
Cash equivalents: | |||
Fair value | 5,000 | ||
Certificates of Deposit | Level 1 | |||
Cash equivalents: | |||
Fair value | $ 5,000 |
Debt facility (Details)
Debt facility (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
May 31, 2020 | Jul. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Jan. 30, 2018 | Jan. 30, 2017 | |
Debt Instrument [Line Items] | ||||||||||
Number of Securities Called by Warrants or Rights | 1,401,836 | |||||||||
Principal outstanding | $ 22,000 | $ 20,000 | ||||||||
Interest Rate | 8.00% | |||||||||
Debt issuance cost | 1,129 | 800 | ||||||||
Accrued interest payable in kind | 273 | |||||||||
Proceeds under our term loan | $ 51,166 | $ 1,660 | 1,660 | 3,000 | ||||||
Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 20,000 | |||||||||
Maximum Borrowing Capacity | $ 24,500 | $ 22,000 | 20,000 | |||||||
Principal outstanding | $ 22,000 | $ 22,000 | 20,000 | |||||||
Interest Rate | 10.00% | 11.75% | 11.75% | 11.75% | ||||||
Debt issuance cost | $ 634 | |||||||||
Debt discount | 429 | |||||||||
Line of Credit Facility, Additional Borrowing Capacity | $ 2,500 | $ 2,000 | ||||||||
Interest Payable in Kind Accrued Rate | 4.50% | 2.00% | ||||||||
Debt instrument exit fee | 1.00% | |||||||||
Accrued interest payable in kind | 273 | |||||||||
Interest Expense, Debt | $ 2,043 | $ 647 | $ 2,837 | 1,316 | 2,858 | 2,844 | ||||
Amortization of Debt Issuance Costs and Discounts | $ 280 | 291 | ||||||||
Proceeds under our term loan | $ 2,500 | |||||||||
Term Loan | Prepayment of Loan Occur on or Before December 31, 2020 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument exit fee | 2.00% | |||||||||
Term Loan | Prepayment of Loan Occur on or After December 31, 2020 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument exit fee | 0.50% | |||||||||
Revolving Credit Facility, 2017 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 20,000 | |||||||||
Number of Securities Called by Warrants or Rights | 22,288 | 11,144 | 11,144 | |||||||
Maximum Borrowing Capacity | $ 20,000 | 0 | ||||||||
Debt issuance cost | 61 | |||||||||
Revolving Credit Facility, 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of Securities Called by Warrants or Rights | 135,594 | |||||||||
Maximum Borrowing Capacity | $ 50,000 | 80,000 | 80,000 | 80,000 | ||||||
Principal outstanding | 48,666 | 48,666 | ||||||||
Debt issuance cost | 543 | 543 | 543 | |||||||
Line of Credit Facility, Additional Borrowing Capacity | $ 30,000 | |||||||||
Interest Expense, Debt | $ 323 | $ 65 | $ 880 | $ 71 | 273 | 72 | ||||
Amortization of Debt Issuance Costs and Discounts | $ 195 | $ 31 | ||||||||
Term Loan Warrants | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of Securities Called by Warrants or Rights | 43,542 | |||||||||
Exercise price of warrants | $ 0.005 | |||||||||
Vesting percentage | 100.00% | |||||||||
Term of warrants | 10 years | |||||||||
Fair value of the warrants | $ 182 |
Debt facility - Long-Term Debt
Debt facility - Long-Term Debt (Details) - USD ($) $ in Thousands | Feb. 29, 2020 | Feb. 28, 2019 |
Debt Facility | ||
Principal outstanding | $ 22,000 | $ 20,000 |
Interest Payable in Kind | 273 | |
Unamortized issuance costs | (1,129) | (800) |
Long-term Debt | $ 21,144 | $ 19,200 |
Debt facility - Warrant Rights
Debt facility - Warrant Rights (Details) - USD ($) $ in Thousands | Apr. 20, 2018 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Jul. 31, 2019 | Jan. 30, 2018 | Jan. 30, 2017 |
Debt Instrument [Line Items] | ||||||||||
Long-term Debt | $ 21,144 | $ 19,200 | ||||||||
Number of Securities Called by Warrants or Rights | 1,401,836 | |||||||||
Debt issuance cost | $ 1,129 | 800 | ||||||||
Long-term Line of Credit | $ 1,334 | $ 1,334 | 1,334 | |||||||
Other Assets | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Issuance Costs, Net | 233 | $ 512 | 233 | $ 512 | 372 | 23 | ||||
Revolving Credit Facility, 2017 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum Borrowing Capacity | $ 20,000 | 0 | ||||||||
Minimum funds raised | $ 45,000 | |||||||||
Number of Securities Called by Warrants or Rights | 22,288 | 11,144 | 11,144 | |||||||
Debt issuance cost | $ 61 | |||||||||
Term of debt | 24 months | |||||||||
Revolving Credit Facility, 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum Borrowing Capacity | 80,000 | 80,000 | $ 80,000 | $ 50,000 | ||||||
Additional Borrowing Capacity | $ 30,000 | |||||||||
Long-term Debt | 0 | 0 | 48,666 | |||||||
Number of Securities Called by Warrants or Rights | 135,594 | |||||||||
Debt issuance cost | 543 | $ 543 | $ 543 | |||||||
Term of debt | 24 months | 24 months | ||||||||
Extension term of debt | 12 months | 12 months | ||||||||
Interest Expense, Debt | $ 323 | $ 65 | $ 880 | $ 71 | $ 273 | 72 | ||||
Amortization of Debt Issuance Costs and Discounts | $ 195 | $ 31 | ||||||||
Lending Institution Prime Reference Rate | Revolving Credit Facility, 2017 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||
LIBOR | Revolving Credit Facility, 2017 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||
London Interbank Offered Rate | Revolving Credit Facility, 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | 3.50% | ||||||||
Base Rate | Revolving Credit Facility, 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | 2.50% |
Stockholders' Equity - Converti
Stockholders' Equity - Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2020 | Jul. 08, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Class of Stock [Line Items] | ||||
Par Value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 19,513,996 | |
Preferred stock, shares issued | 0 | 19,513,939 | 18,640,901 | |
Preferred stock, shares outstanding | 0 | 19,513,939 | 18,640,901 | |
Carrying value | $ 233,022 | $ 214,664 | ||
Preferred stock, liquidation value | $ 239,244 | |||
Shares issued on conversion of convertible preferred stock | 29,479,521 | 29,479,521 | 29,479,483 | |
Series A One Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value | $ 0.0001 | |||
Preferred stock, shares authorized | 3,560,000 | |||
Preferred stock, shares issued | 3,559,995 | |||
Preferred stock, shares outstanding | 3,559,995 | |||
Carrying value | $ 10,000 | |||
Preferred stock, liquidation value | $ 10,000 | |||
Series A Two Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value | $ 0.0001 | |||
Preferred stock, shares authorized | 2,579,999 | |||
Preferred stock, shares issued | 2,579,994 | |||
Preferred stock, shares outstanding | 2,579,994 | |||
Carrying value | $ 10,000 | |||
Preferred stock, liquidation value | $ 10,000 | |||
Series B Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value | $ 0.0001 | |||
Preferred stock, shares authorized | 4,058,736 | |||
Preferred stock, shares issued | 4,058,731 | |||
Preferred stock, shares outstanding | 4,058,731 | |||
Carrying value | $ 16,944 | |||
Preferred stock, liquidation value | $ 16,944 | |||
Series C Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value | $ 0.0001 | |||
Preferred stock, shares authorized | 601,160 | |||
Preferred stock, shares issued | 601,151 | |||
Preferred stock, shares outstanding | 601,151 | |||
Carrying value | $ 7,000 | |||
Preferred stock, liquidation value | $ 7,000 | |||
Series D Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value | $ 0.0001 | |||
Preferred stock, shares authorized | 1,751,874 | |||
Preferred stock, shares issued | 1,751,871 | |||
Preferred stock, shares outstanding | 1,751,871 | |||
Carrying value | $ 30,000 | |||
Preferred stock, liquidation value | $ 30,000 | |||
Series E Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value | $ 0.0001 | |||
Preferred stock, shares authorized | 6,089,189 | |||
Preferred stock, shares issued | 6,089,159 | |||
Preferred stock, shares outstanding | 6,089,159 | |||
Carrying value | $ 140,720 | |||
Preferred stock, liquidation value | $ 145,300 | |||
Series F Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Par Value | $ 0.0001 | |||
Preferred stock, shares authorized | 873,038 | |||
Preferred stock, shares issued | 873,038 | |||
Preferred stock, shares outstanding | 873,038 | |||
Carrying value | $ 18,358 | |||
Preferred stock, liquidation value | $ 20,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2020USD ($) | Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Feb. 29, 2020USD ($)Vote$ / sharesshares | Feb. 28, 2019USD ($) | |
Class of Stock [Line Items] | |||||||
Proceeds from sale of preferred stock, net | $ 231,229 | $ 19,943 | $ 49,933 | ||||
Issuance costs | $ 4,596 | ||||||
Number of Securities Called by Warrants or Rights | shares | 1,401,836 | ||||||
Issuance of common stock warrants in connection with sale of preferred stock | $ 779 | $ 1,585 | 2,279 | ||||
Minimum public offering price to automatically convert preferred stock to common stock (in USD / share) | $ / shares | $ 47.7239 | ||||||
Minimum net proceeds from public offering to automatically convert preferred stock to common stock | $ 75,000 | ||||||
Dividends declared | $ / shares | $ 0 | ||||||
Dividends paid | $ / shares | $ 0 | ||||||
Number of votes for preferred stock holders based on common stock into which their preferred stock could then be converted | Vote | 1 | ||||||
Series E Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock in initial public offering, net of issuance costs of $4,596 (shares) | shares | 2,095,365 | ||||||
Price per share | $ / shares | $ 23.86195 | ||||||
Proceeds from sale of preferred stock, net | $ 49,933 | ||||||
Issuance costs | $ 67 | ||||||
Number of Securities Called by Warrants or Rights | shares | 541,159 | ||||||
Exercise price of warrants | $ / shares | $ 0.0005 | ||||||
Term of warrants | 10 years | ||||||
Fair value of the warrants | $ 2,387 | ||||||
Issuance of common stock warrants in connection with sale of preferred stock | $ 2,279 | ||||||
Series F Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock in initial public offering, net of issuance costs of $4,596 (shares) | shares | 873,038 | ||||||
Price per share | $ / shares | $ 22.9085 | ||||||
Proceeds from sale of preferred stock, net | $ 19,943 | ||||||
Issuance costs | $ 57 | ||||||
Number of Securities Called by Warrants or Rights | shares | 85,000 | ||||||
Exercise price of warrants | $ / shares | $ 0.0005 | ||||||
Term of warrants | 10 years | ||||||
Fair value of the warrants | $ 1,590 | ||||||
Issuance of common stock warrants in connection with sale of preferred stock | $ 1,585 | ||||||
Amount allocated to preferred stock | $ 18,358 |
Stock Options and Warrants - Sh
Stock Options and Warrants - Shares (Details) - Stock Option - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Aug. 31, 2020 | Aug. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options issued | 525,907 | ||||
Weighted average grant date fair value | $ 5.40 | $ 2.95 | |||
Aggregate intrinsic value of stock options | $ 5,676 | $ 7,806 | $ 22,033 | $ 305 | |
Unrecognized compensation expense | $ 27,203 | $ 27,203 | $ 12,353 | ||
Weighted average period | 2 years 2 months 12 days | 2 years 1 month 6 days | |||
2007 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock authorized to be issued | 13,116,991 | ||||
Term of option | 10 years | ||||
Vesting period | 4 years | ||||
Common stock available for future grants | 941,887 | ||||
2007 Plan | Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Vesting percentage | 25.00% | ||||
2007 Plan | Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Vesting percentage | 75.00% |
Stock Options and Warrants - Co
Stock Options and Warrants - Compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Compensation expense | $ 2,105 | $ 1,895 | $ 3,364 | $ 3,331 | $ 6,002 | $ 5,721 |
Cost of revenue | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Compensation expense | 218 | 103 | 327 | 175 | 318 | 255 |
Product and technology | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Compensation expense | 718 | 491 | 1,152 | 852 | 1,674 | 1,108 |
Sales and marketing | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Compensation expense | 490 | 475 | 792 | 822 | 1,482 | 1,199 |
General and administrative | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Compensation expense | $ 679 | $ 826 | $ 1,093 | $ 1,482 | $ 2,528 | $ 3,159 |
Stock Options and Warrants - Fa
Stock Options and Warrants - Fair value of common stock (Details) - $ / shares | 12 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | May 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 17.50 | ||
Expected volatility | 50.00% | ||
Expected term (in years) | 6 years 3 months | 6 years 3 months | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Estimated fair value of common stock | $ 9.55 | $ 3.35 | |
Exercise price | $ 18.70 | $ 6.75 | |
Expected volatility | 50.00% | ||
Riskfree interest rate | 2.62% | 2.94% | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Estimated fair value of common stock | $ 4.80 | $ 2.40 | |
Exercise price | $ 9.60 | $ 4.70 | |
Expected volatility | 46.00% | ||
Riskfree interest rate | 1.67% | 2.65% |
Stock Options and Warrants - Aw
Stock Options and Warrants - Award Option (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Feb. 29, 2020USD ($)$ / sharesshares | Feb. 28, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Balance, February 29, 2020 | shares | 8,147,544 | 6,970,591 |
Granted | shares | 2,084,046 | 1,635,115 |
Exercised | shares | (1,843,001) | (249,027) |
Forfeited | shares | (392,533) | (209,135) |
Balance, August 31, 2020 | shares | 7,996,056 | 8,147,544 |
Vested and expected to vest as of February 29, 2020 | shares | 7,996,056 | |
Exercisable as of February 29, 2020 | shares | 4,579,458 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Balance, February 29, 2020 | $ / shares | ||
Granted | $ / shares | $ 10.80 | |
Exercised | $ / shares | 3.70 | |
Forfeited | $ / shares | 5.70 | |
Balance, August 31, 2020 | $ / shares | 6.19 | |
Vested and expected to vest as of February 29, 2020 | $ / shares | 6.20 | |
Exercisable as of February 29, 2020 | $ / shares | $ 4.35 | |
Weighted remaining contractual life in years | 7 years | |
Vested and expected to vest as of February 29, 2020 | 7 years | |
Exercisable as of February 29, 2020 | 5 years 7 months 6 days | |
Balance, February 29, 2020 | $ | $ 73,631 | |
Vested and expected to vest as of February 29, 2020 | $ | 73,631 | |
Exercisable as of February 29, 2020 | $ | $ 50,573 |
Stock Options and Warrants - Eq
Stock Options and Warrants - Equity Instrument (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | |
Class of Warrant or Right [Roll Forward] | |||
Balance, February 29, 2020 | 1,653,268 | 1,466,043 | 928,945 |
Issued | 220,594 | 541,159 | |
Exercised | (33,369) | (4,061) | |
Balance, August 31, 2020 | 1,653,268 | 1,466,043 | |
Exercisable | 1,653,268 | ||
Common stock warrants | |||
Class of Warrant or Right [Roll Forward] | |||
Balance, February 29, 2020 | 1,653,268 | ||
Exercised | (160,000) | ||
Balance, August 31, 2020 | 0 | 1,653,268 | |
Minimum | |||
Class of Warrant or Right [Roll Forward] | |||
Exercise price (in dollars per share) | $ 0.0005 | ||
Maximum | |||
Class of Warrant or Right [Roll Forward] | |||
Exercise price (in dollars per share) | $ 23.75 |
Stock Options and Warrants - Wa
Stock Options and Warrants - Warrant Rights (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 08, 2020 | Jul. 07, 2020 | Jul. 29, 2015 | Jun. 29, 2015 | Mar. 31, 2020 | Aug. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Class of Warrant or Right [Line Items] | ||||||||
Number of Securities Called by Warrants or Rights | 1,401,836 | |||||||
Exercisable | 1,653,268 | |||||||
Conversion of Stock, Shares Issued | 1,401,836 | 1,401,836 | 1,401,836 | |||||
Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Securities Called by Warrants or Rights | 1,653,268 | 1,466,043 | ||||||
Maximum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (in dollars per share) | $ 23.75 | |||||||
Minimum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (in dollars per share) | $ 0.0005 | |||||||
Series E Warrants [Member] | Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Securities Called by Warrants or Rights | 1,129,114 | 1,162,483 | ||||||
Exercise price (in dollars per share) | $ 0.0005 | |||||||
Series F Warrants [Member] | Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Securities Called by Warrants or Rights | 85,000 | |||||||
Exercise price (in dollars per share) | $ 0.0005 | |||||||
Customer Warrant | Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Securities Called by Warrants or Rights | 200,000 | 200,000 | 160,000 | 160,000 | ||||
Exercisable | 160,000 | 160,000 | ||||||
Vested and exercisable | 160,000 | 120,000 | ||||||
Shares issued | 160,000 | |||||||
Exercise price (in dollars per share) | $ 13.75 | |||||||
Lender Warrant | Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Securities Called by Warrants or Rights | 279,154 | 143,560 | ||||||
Lender Warrant | Maximum | Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (in dollars per share) | $ 23.75 | |||||||
Lender Warrant | Minimum | Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (in dollars per share) | $ 0.005 | |||||||
Term Loan Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Securities Called by Warrants or Rights | 43,542 | |||||||
Exercise price (in dollars per share) | $ 0.005 | |||||||
Fair value of the warrants | $ 182 | |||||||
Vesting percentage | 100.00% | |||||||
Term Loan Warrants | Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Securities Called by Warrants or Rights | 86,600 | |||||||
Exercise price (in dollars per share) | $ 9.60 | |||||||
Fair value of the warrants | $ 528 | |||||||
Vesting percentage | 100.00% | |||||||
Term of option | 10 years | |||||||
The 2019 Revolver Warrants [Member] | Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Fair value of the warrants | $ 251 | |||||||
Vesting percentage | 100.00% | |||||||
Term of option | 10 years | |||||||
The 2019 Revolver Warrants [Member] | Maximum | Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Securities Called by Warrants or Rights | 12,631 | |||||||
Exercise price (in dollars per share) | $ 23.75 | |||||||
The 2019 Revolver Warrants [Member] | Minimum | Common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of Securities Called by Warrants or Rights | 36,363 | |||||||
Exercise price (in dollars per share) | $ 13.75 |
Defined Contribution Retireme_2
Defined Contribution Retirement Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Defined Contribution Retirement Plan | ||
Maximum annual contributions per employee (as a percent) | 3.00% | |
Maximum annual contributions per employee | $ 100 | |
Number of years of service during which employers matching contributions vests | 4 years | |
Number of years of service during which employers discretionary profit sharing contributions vests | 4 years | |
Expenses related to matching contributions | $ 1,356 | $ 1,260 |
Income Taxes - Components of lo
Income Taxes - Components of loss before income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Income Taxes | ||||||
Domestic | $ (51,795) | $ (56,586) | ||||
Foreign | 558 | 144 | ||||
Total | $ (15,353) | $ (15,012) | $ (29,275) | $ (30,892) | $ (51,236) | $ (56,441) |
Income Taxes - Significant comp
Income Taxes - Significant components of income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Currently payable: | ||||||
Foreign | $ 129 | $ 55 | ||||
Total currently payable | 129 | 55 | ||||
Provision (benefit) for income taxes | $ 18 | $ 14 | $ 56 | $ 37 | $ 129 | $ 55 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax expense at U.S. Federal statutory income tax rate (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Income Taxes | ||||||
Federal income tax expense at statutory tax rate | 0.10% | 0.10% | 0.20% | 0.10% | 21.00% | 21.00% |
State income taxes, net of federal tax benefit | 7.50% | 6.00% | ||||
Stock based compensation | 3.90% | (2.10%) | ||||
Transaction costs | (0.20%) | 0.00% | ||||
Changes in valuation allowances | (31.40%) | (24.80%) | ||||
Other | (1.00%) | (0.20%) | ||||
Effective Income Tax Rate | (0.20%) | (0.10%) |
Income Taxes - Significant co_2
Income Taxes - Significant components of the Company's deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Feb. 29, 2020 | Feb. 28, 2019 | Feb. 28, 2018 |
Deferred tax assets: | |||
Net operating loss and tax credit carryforwards | $ 76,508 | $ 55,664 | |
Other accruals and reserves | 3,413 | 3,529 | |
Stockbased compensation | 561 | 491 | |
Deferred rent | 1,280 | 1,066 | |
Interest expense deduction limitation carryforward | 1,549 | 742 | |
Intangibles | 19 | ||
Property, plant & equipment | 526 | 252 | |
Other | 355 | 139 | |
Valuation allowance | (83,640) | $ (61,902) | $ (47,908) |
Deferred tax assets | 552 | ||
Deferred tax liabilities: | |||
Intangibles | (552) | ||
Deferred tax liabilities | $ (552) |
Income Taxes - Operating loss c
Income Taxes - Operating loss carryforwards (Details) $ in Thousands | Feb. 29, 2020USD ($) |
Operating Loss Carryforwards [Line Items] | |
Deferred tax asset for operating loss carryforwards expiring in years 2030 through 2037 | $ 53,184 |
Deferred tax asset for operating loss carryforwards that have indefinite expiration | 22,923 |
U.S. federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 272,804 |
U.S. states | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 258,875 |
Income Taxes - Tax credit carry
Income Taxes - Tax credit carryforwards (Details) $ in Thousands | Feb. 29, 2020USD ($) |
Research and development | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 401 |
Income Taxes - Changes in defer
Income Taxes - Changes in deferred tax, valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Changes in deferred tax, valuation allowance | ||
Balance at the beginning of the period | $ 61,902 | $ 47,908 |
(Decrease) increase due to NOLs and temporary differences | 16,100 | 13,994 |
(Decrease) increase due to acquisitions | 5,638 | |
Balance at the end of the period | $ 83,640 | $ 61,902 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 8 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Feb. 28, 2019 | |
Income Taxes | ||||
Percentage of deductions from adjustable taxable income | 50.00% | 50.00% | 30.00% | 30.00% |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Net Loss Per Share Attributable to Common Stockholders | ||||||||
Net loss | $ (15,371) | $ (13,960) | $ (15,026) | $ (15,903) | $ (29,331) | $ (30,929) | $ (51,365) | $ (56,496) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.47) | $ (2.82) | $ (1.45) | $ (6.02) | $ (9.13) | $ (12.17) | ||
Weighted-average shares used in computing net loss per share | 33,029,147 | 5,336,501 | 20,277,416 | 5,141,047 | 5,626,713 | 4,641,256 |
Net Loss Per Common Share - Sto
Net Loss Per Common Share - Stock Options (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 9,426,565 | 9,410,249 | 8,313,917 | 8,329,832 |
Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 9,426,565 | 9,092,367 | 7,996,056 | 8,147,544 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 317,882 | 317,861 | 182,288 |
Net Loss Per Common Share - Pro
Net Loss Per Common Share - Proforma basic and diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Net Loss Per Common Share | ||||||||
Number of Securities Called by Warrants or Rights | 1,401,836 | |||||||
IPO price | $ 22 | |||||||
Earnings Per Share, Pro Forma [Abstract] | ||||||||
Net loss | $ (15,371) | $ (13,960) | $ (15,026) | $ (15,903) | $ (29,331) | $ (30,929) | $ (51,365) | $ (56,496) |
Deemed dividend attributable to preferred shareholders | (239,294) | |||||||
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ (290,609) | |||||||
Weighted-average shares used in computing net loss per share | 33,029,147 | 5,336,501 | 20,277,416 | 5,141,047 | 5,626,713 | 4,641,256 | ||
Weighted average shares used to compute pro forma net loss per common share, basic | 34,633,452 | |||||||
Pro forma net loss per common share, basic | $ (8.39) | |||||||
Weighted average shares used to compute pro forma net loss per common share, diluted | 34,633,452 | |||||||
Pro forma net loss per common share, diluted | $ (8.39) | |||||||
Pro forma | ||||||||
Earnings Per Share, Pro Forma [Abstract] | ||||||||
Pro forma adjustment to reflect conversion of convertible preferred stock | 28,964,247 | |||||||
Pro forma adjustment to reflect automatic cashless exercise of warrants | 42,492 |
Commitments - Future minimum le
Commitments - Future minimum lease payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | Oct. 01, 2019 | |
Other Commitments [Line Items] | |||
Rent expense | $ 5,143 | $ 4,294 | |
Security deposits | 477 | $ 460 | |
Fiscal years ending February 28(29), | |||
2021 | 6,104 | ||
2022 | 6,580 | ||
2023 | 6,577 | ||
2024 | 6,625 | ||
2025 | 5,664 | ||
Thereafter | 21,516 | ||
Total | 53,066 | ||
Seattle Lease | |||
Other Commitments [Line Items] | |||
Payments for termination of lease | $ 142 | ||
Fiscal years ending February 28(29), | |||
Total | $ 25,836 |
Commitments - Legal Proceedings
Commitments - Legal Proceedings (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Loss Contingencies [Line Items] | |||
Litigation settlement | $ 1,100 | ||
Certain former and current employees case | |||
Loss Contingencies [Line Items] | |||
Accrued litigation expense | $ 650 | $ 450 | |
Litigation settlement | $ 1,100 |
Change Healthcare Joint Devel_2
Change Healthcare Joint Development Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2020 | Feb. 29, 2020 | Aug. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Granted | 2,084,046 | 1,635,115 | |||
Common stock issued in connection with joint development agreement | $ 3,869 | ||||
Basis of Presentation and Significant Accounting Policies [Text Block] | (2) Basis of Presentation and Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended February 29, 2020 appearing in the Company’s Final Prospectus for our IPO, dated as of July 1, 2020 and filed with the Securities and Exchange Commission (the SEC) pursuant to Rule 424(b)(4) on July 2, 2020. Since the date of those audited financial statements, there have been no changes to the Company’s significant accounting policies, other than those detailed below. (2) Basis of Presentation and Summary of Significant Accounting Policies (Continued) (a) Basis of Presentation and Principles of Consolidation Accolade’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. (b) Unaudited Interim Financial Statements The accompanying consolidated financial statements and the related footnote disclosures are unaudited. The unaudited consolidated interim financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s interim consolidated financial position as of August 31, 2020 and the results of its operations and its cash flows for the three and six months ended August 31, 2020 and 2019. The results for the three and six months ended August 31, 2020, are not necessarily indicative of results to be expected for the year ending February 28, 2021, any other interim periods, or any future year or period. The Company’s management believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited financial statements and accompanying notes for the year ended February 29, 2020. (c ) Capitalized Internal-Use Software Costs Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Internal-use software is included in property and equipment and is amortized on a straight-line basis over 3 years. For the three months ended August 31, 2020 and 2019, the Company capitalized $85 and $0, respectively, for internal-use software. For the six months ended August 31, 2020 and 2019, the Company capitalized $374 and $0, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the three months ended August 31, 2020 and 2019 was $1,120 and $1,054, respectively. Amortization expense related to capitalized internal-use software during the six months ended August 31, 2020 and 2019 was $2,131 and $2,431, respectively. (d) Intangible Assets As part of the acquisition of MD Insider, Inc. (MDI) in July 2019 (Note 4), the Company acquired an intangible asset in the form of acquired technology in the amount of $2,900. This intangible asset is subject to amortization and is being amortized on the straight-line basis over its estimated useful life of two years. Amortization expense related to the intangible asset was $362 and $121 during the three months ended August 31, 2020 and 2019, respectively, and $724 and $121 during the six months ended August 31, 2020 and 2019, respectively. (2) Basis of Presentation and Summary of Significant Accounting Policies (Continued) ( e ) Concentration of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. The Company maintains its cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. The Company invests its cash equivalents in highly rated money market funds. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents and performs periodic evaluations of the credit standing of such institutions. Significant customers are those which represent 10% or more of the Company’s revenue during the periods. For each significant customer, revenue as a percentage of total revenue was as follows: For the three months ended August 31, For the six months ended August 31, 2019 2020 2019 2020 Customer 1 27 % 14 % 27 % 17 % Customer 2 11 % 12 % 12 % 12 % Customer 3 11 % 11 % 11 % 11 % Total 49 % 37 % 50 % 40 % Accounts receivable outstanding related to these customers at August 31, 2020 was as follows: August 31, 2020 Customer 1 $ — Customer 2 — Customer 3 6,670 (f) Deferred Offering Costs The Company capitalized certain legal, accounting and other third-party fees that were directly associated with the IPO as deferred offering costs until the IPO was completed in July 2020. Upon the completion of the IPO, total deferred costs of $4,596 were recorded in stockholders’ equity (deficit) as a reduction of additional paid-in-capital. Deferred offering costs were $0 and $3,042 at August 31, 2020 and February 29, 2020, respectively, and were included within prepaid and other current assets on the accompanying consolidated balance sheet at February 29, 2020. As of August 31, 2020, $312 of deferred costs were included in accounts payable and accrued expenses. (g) New Accounting Pronouncements Not Yet Adopted Leases: Leases Codification Improvements to Topic 842 Leases Narrow-Scope Improvements for Lessor, Leases Codification Improvements to Topic 842 Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities, (2) Basis of Presentation and Summary of Significant Accounting Policies (Continued) for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. ASC 842 is effective for the Company for fiscal year ending February 28, 2023. Early adoption is permitted. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. Credit Losses: Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Internal Use Software: Intangibles-Goodwill and Other-Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract | ||||
Maximum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Estimated fair value of common stock | $ 9.55 | $ 3.35 | |||
Joint Development Agreement and Data Licensing Agreement | Maximum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cumulative royalty payments | $ 2,500 | $ 2,500 | |||
Joint Development Agreement and Data Licensing Agreement | Change Healthcare Holdings | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
License agreement term (in years) | 5 years | ||||
License agreement renewal term (in years) | 5 years | ||||
Joint Development Agreement and Data Licensing Agreement | Change Healthcare Holdings | Restricted shares | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Granted | 251,211 | ||||
Estimated fair value of common stock | $ 15.40 | ||||
Common stock issued in connection with joint development agreement | $ 3,869 | ||||
Vested shares | 75,363 | 150,727 | |||
Non-vested shares | 100,484 | 100,484 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Related Party Transaction [Line Items] | ||
Revenues from the related customer | $ 31,556 | $ 33,433 |
Outstanding accounts receivable from the related customer | $ 0 | $ 0 |
Minimum | ||
Related Party Transaction [Line Items] | ||
Percentage of Company's outstanding stock owned by entities affiliated with one of the Company's significant customers | 5.00% |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 | Feb. 29, 2020 | Aug. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | Feb. 28, 2018 |
Current assets: | |||||||
Cash and cash equivalents | $ 222,111 | $ 33,155 | $ 42,701 | ||||
Accounts receivable, net | 10,661 | 294 | 371 | ||||
Unbilled revenue | 109 | 895 | 65 | ||||
Current portion of deferred contract acquisition costs | 1,709 | 1,368 | 908 | ||||
Current portion of deferred financing fees | 233 | 279 | |||||
Prepaid and other current assets | 8,014 | 12,944 | 2,840 | ||||
Total current assets | 242,837 | 48,935 | 46,885 | ||||
Property and equipment, net | 11,728 | 13,625 | 15,274 | ||||
Goodwill | 4,013 | 4,013 | |||||
Acquired technology, net | 1,329 | 2,054 | |||||
Deferred contract acquisition costs | 5,607 | 3,876 | 2,922 | ||||
Other assets | 1,363 | 745 | 681 | ||||
Total assets | 266,877 | 73,248 | 65,762 | ||||
Current liabilities: | |||||||
Accounts payable | 3,811 | 5,273 | 2,454 | ||||
Accrued expenses | 2,631 | 6,580 | 3,140 | ||||
Accrued compensation | 24,488 | 23,838 | 19,612 | ||||
Deferred rent and other current liabilities | 491 | 674 | 541 | ||||
Due to customers | 4,741 | 4,674 | 8,511 | ||||
Current portion of deferred revenue | 32,773 | 28,919 | 22,407 | ||||
Total current liabilities | 68,935 | 69,958 | 56,665 | ||||
Loans payable, net of unamortized issuance costs | 21,144 | 19,200 | |||||
Deferred rent and other noncurrent liabilities | 5,516 | 5,523 | 5,353 | ||||
Deferred revenue | 322 | 396 | 501 | ||||
Total liabilities | 74,773 | 97,021 | 81,719 | ||||
Convertible preferred stock : | |||||||
Preferred stock par value $0.0001; 25,000,000 shares authorized; 0 and 19,513,939 issued and outstanding at August 31, 2020 and February 29, 2020, respectively | 233,022 | 214,664 | |||||
Commitments (note 11) | |||||||
Stockholders' equity (deficit) | |||||||
Common stock par value $0.0001; 500,000,000 shares authorized; 49,269,342 and 6,033,450 shares issued and outstanding at August 31, 2020 and February 29, 2020, respectively | 5 | 2 | 1 | ||||
Additional paid-in capital | 542,298 | 64,071 | 38,881 | ||||
Accumulated deficit | (350,199) | (320,868) | (269,503) | ||||
Total stockholders' equity (deficit) | 192,104 | $ (266,497) | (256,795) | $ (249,492) | $ (244,732) | (230,621) | $ (183,696) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 266,877 | $ 73,248 | $ 65,762 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2020 | Jul. 07, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Condensed Consolidated Balance Sheets (unaudited) | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 19,513,996 | |
Preferred stock, shares issued | 0 | 19,513,939 | 18,640,901 | |
Preferred stock, shares outstanding | 0 | 19,513,939 | 18,640,901 | |
Preferred stock, liquidation value | $ 239,244 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 65,000,000 |
Common stock, shares issued | 49,269,342 | 6,033,450 | 3,616,549 | |
Common stock, shares outstanding | 49,269,342 | 6,033,450 | 3,616,549 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Condensed Consolidated Statements of Operations (unaudited) | ||||||||
Revenue | $ 36,788 | $ 29,651 | $ 72,682 | $ 58,414 | $ 132,507 | $ 94,811 | ||
Cost of revenue, excluding depreciation and amortization | 21,071 | 16,764 | 43,310 | 34,199 | 73,685 | 60,568 | ||
Operating expenses: | ||||||||
Product and technology | 12,236 | 11,303 | 23,606 | 22,549 | 42,306 | 35,708 | ||
Sales and marketing | 7,881 | 7,616 | 15,196 | 15,278 | 30,050 | 23,456 | ||
General and administrative | 6,453 | 6,011 | 12,120 | 11,574 | 26,154 | 19,665 | ||
Depreciation and amortization | 2,049 | 2,222 | 3,977 | 4,382 | 8,516 | 9,391 | ||
Total operating expenses | 28,619 | 27,152 | 54,899 | 53,783 | 107,026 | 88,220 | ||
Loss from operations | (12,902) | (14,265) | (25,527) | (29,568) | (48,204) | (53,977) | ||
Interest expense, net | (2,347) | (701) | (3,629) | (1,244) | (2,925) | (2,374) | ||
Other expense | (104) | (46) | (119) | (80) | (107) | (90) | ||
Loss before income taxes | (15,353) | (15,012) | (29,275) | (30,892) | (51,236) | (56,441) | ||
Income tax expense | (18) | (14) | (56) | (37) | (129) | (55) | ||
Net loss | $ (15,371) | $ (13,960) | $ (15,026) | $ (15,903) | $ (29,331) | $ (30,929) | $ (51,365) | $ (56,496) |
Net loss per share, basic and diluted | $ (0.47) | $ (2.82) | $ (1.45) | $ (6.02) | $ (9.13) | $ (12.17) | ||
Weighted-average common shares outstanding, basic and diluted | 33,029,147 | 5,336,501 | 20,277,416 | 5,141,047 | 5,626,713 | 4,641,256 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (unaudited) - USD ($) $ in Thousands | Convertible Preferred Stock | Common stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at Feb. 28, 2018 | $ 167,010 | $ 1 | $ 29,310 | $ (213,007) | $ (183,696) |
Balance (shares) at Feb. 28, 2018 | 16,545,536 | 3,242,319 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock warrants in connection with July 2019 debt | 2,279 | 2,279 | |||
Exercise of stock options and common stock warrants | 1,002 | 1,002 | |||
Exercise of stock options and common stock warrants (shares) | 253,087 | ||||
Stock-based compensation expense | 5,721 | 5,721 | |||
Net loss | (56,496) | (56,496) | |||
Balance at Feb. 28, 2019 | $ 214,664 | $ 1 | 38,881 | (269,503) | (230,621) |
Balance (shares) at Feb. 28, 2019 | 18,640,901 | 3,616,549 | |||
Balance at Feb. 28, 2019 | $ 214,664 | $ 214,664 | |||
Balance (shares) at Feb. 28, 2019 | 18,640,901 | 18,640,901 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options and common stock warrants | 356 | $ 356 | |||
Exercise of stock options and common stock warrants (shares) | 0 | 90,322 | |||
Stock-based compensation expense | 1,436 | 1,436 | |||
Net loss | (15,903) | (15,903) | |||
Balance at May. 31, 2019 | $ 1 | 40,673 | (285,406) | (244,732) | |
Balance (shares) at May. 31, 2019 | 3,706,871 | ||||
Balance at May. 31, 2019 | $ 214,664 | ||||
Balance (shares) at May. 31, 2019 | 18,640,901 | ||||
Balance at Feb. 28, 2019 | $ 214,664 | $ 1 | 38,881 | (269,503) | (230,621) |
Balance (shares) at Feb. 28, 2019 | 18,640,901 | 3,616,549 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (30,929) | ||||
Balance at Aug. 31, 2019 | $ 1 | 50,939 | (300,432) | (249,492) | |
Balance (shares) at Aug. 31, 2019 | 4,401,727 | ||||
Balance at Feb. 28, 2019 | $ 214,664 | $ 214,664 | |||
Balance (shares) at Feb. 28, 2019 | 18,640,901 | 18,640,901 | |||
Balance at Aug. 31, 2019 | $ 214,664 | ||||
Balance (shares) at Aug. 31, 2019 | 18,640,901 | ||||
Balance at Feb. 28, 2019 | $ 214,664 | $ 1 | 38,881 | (269,503) | $ (230,621) |
Balance (shares) at Feb. 28, 2019 | 18,640,901 | 3,616,549 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in connection with acquisition | 6,164 | 6,164 | |||
Issuance of common stock in connection with acquisition (shares) | 289,320 | ||||
Issuance of common stock warrants in connection with July 2019 debt | 1,585 | 1,585 | |||
Exercise of stock options and common stock warrants | $ 1 | 6,791 | 6,792 | ||
Exercise of stock options and common stock warrants (shares) | 1,876,370 | ||||
Stock-based compensation expense | 6,002 | 6,002 | |||
Net loss | (51,365) | (51,365) | |||
Balance at Feb. 29, 2020 | $ 233,022 | $ 2 | 64,071 | (320,868) | (256,795) |
Balance (shares) at Feb. 29, 2020 | 19,513,939 | 6,033,450 | |||
Balance at Feb. 28, 2019 | $ 214,664 | $ 214,664 | |||
Balance (shares) at Feb. 28, 2019 | 18,640,901 | 18,640,901 | |||
Balance at Feb. 29, 2020 | $ 233,022 | $ 233,022 | |||
Balance (shares) at Feb. 29, 2020 | 19,513,939 | 19,513,939 | |||
Balance at May. 31, 2019 | $ 1 | 40,673 | (285,406) | $ (244,732) | |
Balance (shares) at May. 31, 2019 | 3,706,871 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in connection with acquisition | 6,164 | 6,164 | |||
Issuance of common stock in connection with acquisition (shares) | 279,436 | ||||
Issuance of common stock warrants in connection with July 2019 debt | 779 | 779 | |||
Exercise of stock options and common stock warrants | $ 0 | $ 0 | 1,428 | 0 | 1,428 |
Exercise of stock options and common stock warrants (shares) | 0 | 415,420 | |||
Stock-based compensation expense | 1,895 | 1,895 | |||
Net loss | (15,026) | (15,026) | |||
Balance at Aug. 31, 2019 | $ 1 | 50,939 | (300,432) | (249,492) | |
Balance (shares) at Aug. 31, 2019 | 4,401,727 | ||||
Balance at May. 31, 2019 | $ 214,664 | ||||
Balance (shares) at May. 31, 2019 | 18,640,901 | ||||
Balance at Aug. 31, 2019 | $ 214,664 | ||||
Balance (shares) at Aug. 31, 2019 | 18,640,901 | ||||
Balance at Feb. 29, 2020 | $ 233,022 | $ 2 | 64,071 | (320,868) | (256,795) |
Balance (shares) at Feb. 29, 2020 | 19,513,939 | 6,033,450 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options and common stock warrants | 2,999 | 2,999 | |||
Exercise of stock options and common stock warrants (shares) | 347,807 | ||||
Stock-based compensation expense | 1,259 | 1,259 | |||
Net loss | (13,960) | (13,960) | |||
Balance at May. 31, 2020 | $ 2 | 68,329 | (334,828) | (266,497) | |
Balance (shares) at May. 31, 2020 | 6,381,257 | ||||
Balance at Feb. 29, 2020 | $ 233,022 | $ 233,022 | |||
Balance (shares) at Feb. 29, 2020 | 19,513,939 | 19,513,939 | |||
Balance at May. 31, 2020 | $ 233,022 | ||||
Balance (shares) at May. 31, 2020 | 19,513,939 | ||||
Balance at Feb. 29, 2020 | $ 233,022 | $ 2 | 64,071 | (320,868) | $ (256,795) |
Balance (shares) at Feb. 29, 2020 | 19,513,939 | 6,033,450 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (29,331) | ||||
Balance at Aug. 31, 2020 | $ 5 | 542,298 | (350,199) | 192,104 | |
Balance (shares) at Aug. 31, 2020 | 49,269,342 | ||||
Balance at Feb. 29, 2020 | $ 233,022 | $ 233,022 | |||
Balance (shares) at Feb. 29, 2020 | 19,513,939 | 19,513,939 | |||
Balance at Aug. 31, 2020 | |||||
Balance (shares) at Aug. 31, 2020 | 0 | ||||
Balance at May. 31, 2020 | $ 2 | 68,329 | (334,828) | $ (266,497) | |
Balance (shares) at May. 31, 2020 | 6,381,257 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in connection with acquisition | 156 | 156 | |||
Issuance of common stock in connection with acquisition (shares) | 97,019 | ||||
Exercise of stock options and common stock warrants | 1,726 | 1,726 | |||
Exercise of stock options and common stock warrants (shares) | 383,575 | ||||
Issuance of common stock in initial public offering, net of issuance costs of $4,596 | $ 1 | 231,227 | 231,228 | ||
Issuance of common stock in initial public offering, net of issuance costs of $4,596 (shares) | 11,526,134 | ||||
Conversion of preferred stock into common stock | $ 2 | 233,020 | 233,022 | ||
Conversion of preferred stock into common stock (shares) | 29,479,521 | ||||
Automatic exercise of warrants into common stock in connection with initial public offering | 1,401,836 | ||||
Issuance of stock options to satisfy bonus obligation | 5,735 | 5,735 | |||
Stock-based compensation expense | 2,105 | 2,105 | |||
Net loss | (15,371) | (15,371) | |||
Balance at Aug. 31, 2020 | $ 5 | $ 542,298 | $ (350,199) | 192,104 | |
Balance (shares) at Aug. 31, 2020 | 49,269,342 | ||||
Balance at May. 31, 2020 | $ 233,022 | ||||
Balance (shares) at May. 31, 2020 | 19,513,939 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Conversion of preferred stock into common stock | $ (233,022) | ||||
Conversion of preferred stock into common stock (shares) | (19,513,939) | ||||
Balance at Aug. 31, 2020 | |||||
Balance (shares) at Aug. 31, 2020 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Aug. 31, 2020USD ($) | |
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (unaudited) | |
Issuance costs | $ 4,596 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (29,331) | $ (30,929) |
Adjustments to reconcile net loss to net cash used in | ||
Depreciation and amortization expense | 3,977 | 4,382 |
Amortization of deferred contract acquisition costs | 740 | 460 |
Noncash interest expense | 1,316 | 265 |
Stock-based compensation expense | 3,364 | 3,331 |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled revenue | (9,581) | 149 |
Accounts payable and accrued expenses | (806) | 409 |
Deferred contract acquisition costs | (2,812) | (712) |
Deferred revenue and due to customer | 3,847 | 4,824 |
Accrued compensation | 6,580 | (1,439) |
Deferred rent and other liabilities | (212) | (157) |
Other assets | (437) | (985) |
Net cash used in operating activities | (23,355) | (20,402) |
Cash flows from investing activities: | ||
Capitalized software development costs | (374) | |
Purchases of property and equipment | (981) | (1,064) |
Net cash acquired in acquisition of MD Insider | (206) | |
Earnout payments to MD Insider | (58) | |
Net cash used in investing activities | (1,413) | (1,270) |
Cash flows from financing activities: | ||
Proceeds from IPO, net of underwriters' discounts and commissions and offering costs | 231,675 | |
Proceeds from stock option and warrant exercises | 4,802 | 1,241 |
Proceeds from borrowings on debt | 51,166 | 1,660 |
Repayments of debt principal | (73,166) | |
Payments related to debt retirement | (753) | |
Net cash provided by financing activities | 213,724 | 2,901 |
Net increase (decrease) in cash and cash equivalents | 188,956 | (18,771) |
Cash and cash equivalents, beginning of period | 33,155 | 42,701 |
Cash and cash equivalents, end of period | 222,111 | 23,930 |
Supplemental cash flow information: | ||
Interest paid | 2,194 | 1,201 |
Fixed assets included in accounts payable | 48 | 248 |
Other receivable related to stock option exercises | 108 | 543 |
Income taxes paid | 105 | 55 |
Offering costs included in accounts payable and accrued expenses | 312 | |
Bonus paid in the form of stock options | $ 5,735 |
Background_2
Background | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Background | ||
Background | (1) Background (a) Business The entity was initially organized as a limited liability company under the name Accretive Care LLC in Delaware on January 23, 2007. On June 14, 2010, the entity converted from a limited liability company to a Delaware corporation and changed its name to Accolade, Inc (Accolade or the Company). Accolade’s offices and operations are in Seattle, Washington; Plymouth Meeting, Pennsylvania; Scottsdale, Arizona; Santa Monica, California; and Prague, Czech Republic. On February 6, 2016, Accolade established a wholly owned subsidiary in the Czech Republic and on July 31, 2019, Accolade acquired all the equity interests of a Delaware corporation (together with Accolade, the Company), and their results of operations have been included in the consolidated financial statements since those respective dates. The Company provides personalized, technology-enabled solutions that help people better understand, navigate, and utilize the healthcare system and their workplace benefits. The Company’s customers are primarily employers that contract with Accolade to provide their employees and their employees’ families (the members) a single place to turn for their health, healthcare, and benefits needs. The service is designed to drive better healthcare outcomes and increased satisfaction for the participants while lowering costs for the payor. The Company provides its services to customers throughout the United States. (b) COVID-19 Due to the government-imposed quarantines and other public health safety measures put into place in March 2020, COVID-19 has caused disruption in the markets where the Company sells its offerings and related services. Although the Company has not experienced any significant financial impact as a result of the COVID-19 pandemic, the Company will continue to closely monitor for any changes to the Company’s operations and the operations of our customers. (c) Initial Public Offering On July 7, 2020, the Company closed its initial public offering of common stock (IPO) in which the Company issued and sold 11,526,134 shares (inclusive of the underwriters’ over-allotment option to purchase 1,503,408 shares) of common stock at $22.00 per share. The Company received net proceeds of $231,228 after deducting underwriting discounts and commissions, as well as offering costs of $4,596, of which $4,284 was paid as of August 31, 2020. Upon the closing of the IPO, all shares of outstanding convertible preferred stock converted into 29,479,521 shares of common stock, and an additional 1,401,836 shares of common stock were issued upon the automatic net exercise of warrants then outstanding. | (1) Background (a) Business Accolade, Inc. was initially organized as a limited liability company under the name Accretive Care LLC in Delaware on January 23, 2007. On June 14, 2010, the company converted from a limited liability company to a Delaware corporation and changed its name to Accolade, Inc. Accolade’s offices and operations are in Seattle, Washington; Plymouth Meeting, Pennsylvania; Scottsdale, Arizona; Santa Monica, California; and Prague, Czech Republic. On February 6, 2016, Accolade established a wholly owned subsidiary in the Czech Republic and on July 31, 2019, Accolade acquired all the equity interests of a Delaware corporation (together with Accolade, the Company), and their results of operations have been included in the consolidated financial statements since those respective dates. The Company provides personalized, technology-enabled solutions that help people better understand, navigate, and utilize the healthcare system and their workplace benefits. The Company’s customers are primarily employers that contract with Accolade to provide their employees and their employees’ families (the members) a single place to turn for their health, healthcare, and benefits needs. The service is designed to drive better healthcare outcomes and increased satisfaction for the participants while lowering costs for the payor. The Company provides its services to customers throughout the United States. (b) Liquidity The Company has incurred net losses and cumulative negative cash flows from operations since inception. To date, the Company’s operations have been funded by capital raised from investors, debt facilities, and revenues in the normal course of business. Management believes that the Company’s cash and cash equivalents at February 29, 2020, plus customer revenues and advances and available borrowings under its debt facility, are sufficient to fund its operations through at least the next 12 months. Additional financing may be required for the Company to successfully implement its long-term strategy. There can be no assurance that additional financing, if needed, can be obtained on terms acceptable to the Company. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | (2) Basis of Presentation and Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended February 29, 2020 appearing in the Company’s Final Prospectus for our IPO, dated as of July 1, 2020 and filed with the Securities and Exchange Commission (the SEC) pursuant to Rule 424(b)(4) on July 2, 2020. Since the date of those audited financial statements, there have been no changes to the Company’s significant accounting policies, other than those detailed below. (2) Basis of Presentation and Summary of Significant Accounting Policies (Continued) (a) Basis of Presentation and Principles of Consolidation Accolade’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. (b) Unaudited Interim Financial Statements The accompanying consolidated financial statements and the related footnote disclosures are unaudited. The unaudited consolidated interim financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s interim consolidated financial position as of August 31, 2020 and the results of its operations and its cash flows for the three and six months ended August 31, 2020 and 2019. The results for the three and six months ended August 31, 2020, are not necessarily indicative of results to be expected for the year ending February 28, 2021, any other interim periods, or any future year or period. The Company’s management believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited financial statements and accompanying notes for the year ended February 29, 2020. (c ) Capitalized Internal-Use Software Costs Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Internal-use software is included in property and equipment and is amortized on a straight-line basis over 3 years. For the three months ended August 31, 2020 and 2019, the Company capitalized $85 and $0, respectively, for internal-use software. For the six months ended August 31, 2020 and 2019, the Company capitalized $374 and $0, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the three months ended August 31, 2020 and 2019 was $1,120 and $1,054, respectively. Amortization expense related to capitalized internal-use software during the six months ended August 31, 2020 and 2019 was $2,131 and $2,431, respectively. (d) Intangible Assets As part of the acquisition of MD Insider, Inc. (MDI) in July 2019 (Note 4), the Company acquired an intangible asset in the form of acquired technology in the amount of $2,900. This intangible asset is subject to amortization and is being amortized on the straight-line basis over its estimated useful life of two years. Amortization expense related to the intangible asset was $362 and $121 during the three months ended August 31, 2020 and 2019, respectively, and $724 and $121 during the six months ended August 31, 2020 and 2019, respectively. (2) Basis of Presentation and Summary of Significant Accounting Policies (Continued) ( e ) Concentration of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. The Company maintains its cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. The Company invests its cash equivalents in highly rated money market funds. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents and performs periodic evaluations of the credit standing of such institutions. Significant customers are those which represent 10% or more of the Company’s revenue during the periods. For each significant customer, revenue as a percentage of total revenue was as follows: For the three months ended August 31, For the six months ended August 31, 2019 2020 2019 2020 Customer 1 27 % 14 % 27 % 17 % Customer 2 11 % 12 % 12 % 12 % Customer 3 11 % 11 % 11 % 11 % Total 49 % 37 % 50 % 40 % Accounts receivable outstanding related to these customers at August 31, 2020 was as follows: August 31, 2020 Customer 1 $ — Customer 2 — Customer 3 6,670 (f) Deferred Offering Costs The Company capitalized certain legal, accounting and other third-party fees that were directly associated with the IPO as deferred offering costs until the IPO was completed in July 2020. Upon the completion of the IPO, total deferred costs of $4,596 were recorded in stockholders’ equity (deficit) as a reduction of additional paid-in-capital. Deferred offering costs were $0 and $3,042 at August 31, 2020 and February 29, 2020, respectively, and were included within prepaid and other current assets on the accompanying consolidated balance sheet at February 29, 2020. As of August 31, 2020, $312 of deferred costs were included in accounts payable and accrued expenses. (g) New Accounting Pronouncements Not Yet Adopted Leases: Leases Codification Improvements to Topic 842 Leases Narrow-Scope Improvements for Lessor, Leases Codification Improvements to Topic 842 Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities, (2) Basis of Presentation and Summary of Significant Accounting Policies (Continued) for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. ASC 842 is effective for the Company for fiscal year ending February 28, 2023. Early adoption is permitted. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. Credit Losses: Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Internal Use Software: Intangibles-Goodwill and Other-Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract |
Revenue
Revenue | 6 Months Ended |
Aug. 31, 2020 | |
Revenue | |
Revenue | (3) Revenue The Company earns revenue from its customers by providing personalized health guidance solutions to members. The Company’s solutions allow its members to interact with its Accolade Health Assistants and clinicians through various means of communication, including telephony and secure messaging and via its mobile application and member portal. The Company prices its personalized health guidance solutions using a recurring per-member-per-month fee (PMPM), typically with a portion of the fee calculated as the product of a fixed rate times the number of members (fixed PMPM fee), plus a variable PMPM fee calculated as the product of a variable rate times the number of members (variable PMPM fee). The fees associated with the variable PMPM fee can be earned through the achievement of performance metrics and/or the realization of healthcare cost savings resulting from the utilization of the Company’s services. Collectively, the fixed PMPM fee and variable PMPM fee are referred to as the total PMPM fee. The Company’s PMPM pricing varies by contract. In certain contracts, the maximum total PMPM fee varies during the contract term (total PMPM rate increases or decreases annually), while in other contracts, the total PMPM maximum fee is consistent over the term, yet the fixed and variable portions vary. For example, in certain contracts the fixed PMPM fee increases on an annual basis while the variable PMPM fee decreases on an annual basis, resulting in the same total PMPM fee throughout the term of the contract. At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract. The Company’s contracts for personalized health guidance solutions generally include two performance obligations: stand ready services as discussed in the following sentence and reporting. The Company’s contracts include stand ready services to provide eligible participants with access to the Company’s services and to perform an unspecified quantity of interactions with members during the contract period. Accordingly, the Company’s services are generally viewed as stand ready performance obligations comprised of a series of distinct daily services that are substantially the same and have the same pattern of transfer. For the stand ready services, the Company satisfies these performance obligations over time and recognizes revenue related to its services as the services are provided using a measure of progress based upon the actual number of members eligible for the service during the respective period as a percentage of the estimated members expected to be eligible for the service over the term of the contract. The Company believes a measure of progress based on the number of members is the most appropriate measurement of control of the (3) Revenue (Continued) services being transferred to the customer as the amount of internal resources necessary to stand ready is directly correlated to the number of members who can use the services. In addition, the Company’s contracts may include additional add-on services as separate performance obligations that are also considered stand ready services. These add-on services have the same pattern of transfer and revenue recognition as discussed above. As of August 31, 2020, $227,365 of revenue is expected to be recognized from remaining performance obligations and is expected to be recognized as follows: Fiscal year ending February 28(29), Remainder of 2021 $ 77,630 2022 104,703 2023 35,033 2024 9,999 Total $ 227,365 The expected revenue includes variable fee estimates for the non-cancellable term of the Company’s contracts. The expected revenue does not include amounts of variable consideration that are constrained. Significant changes in the deferred revenue balances during the six months ended August 31, 2020 and 2019 were the result of recognized revenue of $23,725 and $19,225 respectively, that were previously included in deferred revenue. Revenue related to performance obligations satisfied in prior periods that was recognized during the three months ended August 31, 2020 and 2019 was $1,535 and $689, respectively. Revenue related to performance obligations satisfied in prior periods that was recognized during the six months ended August 31, 2020 and 2019 was $3,014 and $1,084, respectively. These amounts relate to prior changes in estimates that were due to the inclusion of consideration that was previously constrained related to the Company’s achievement of healthcare cost savings. Cost to obtain and fulfill a contract The Company capitalizes sales commissions paid to internal sales personnel that are both incremental to the acquisition of customer contracts and recoverable. These costs are recorded as deferred contract acquisition costs in the accompanying consolidated balance sheets. The Company capitalized commission costs of $1,999 and $229 for the three months ended August 31, 2020 and 2019, respectively. The Company capitalized commission costs of $2,502 and $523 for the six months ended August 31, 2020 and 2019, respectively. The Company defers costs based on its sales compensation plans only if the commissions are incremental and would not have occurred absent the customer contract. Payments to direct sales personnel are typically made in two increments as follows: 75% upon signature of the contract, with the remaining 25% upon customer launch. The Company does not pay commissions on contract renewals. Deferred commissions paid on the initial acquisition of a contract are amortized ratably over an estimated period of benefit of five years, which is the estimated customer life. The Company determined the period of amortization for deferred commissions by taking into consideration current customer contract terms, historical customer retention, and other factors. Amortization is included in sales and marketing expenses in the accompanying consolidated statements of operations and totaled $237 and $158 for the three months ended August 31, 2020 and 2019, respectively. Amortization is included in sales and marketing expenses in the accompanying consolidated statements of operations and totaled $470 and $314 for the six months ended August 31, 2020 and 2019, respectively. The Company periodically reviews deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the estimated period of benefit. There were no impairment losses recorded during the periods presented. (3) Revenue (Continued) For certain customer contracts, the Company may incur direct and incremental costs related to customer set-up and implementation. The Company recorded deferred implementation costs of $166 and $138 for the three months ended August 31, 2020 and 2019, respectively. The Company recorded deferred implementation costs of $310 and $189 for the six months ended August 31, 2020 and 2019, respectively These implementation costs are deferred and amortized over the expected useful life of the Company’s customers, which is five years. Amortization is included in cost of revenues in the Company’s consolidated statements of operations and totaled $110 and $75 for the three months ended August 31, 2020 and 2019, respectively, and $270 and $146 for the six months ended August 31, 2020, respectively. |
Acquisition of MD Insider
Acquisition of MD Insider | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Acquisition of MD Insider | ||
Acquisition of MD Insider | (4) Acquisition of MD Insider On July 31, 2019, the Company acquired the outstanding equity interests of MDI. Based in California, MDI is a provider of machine learning-enabled physician performance transparency. The aggregate purchase price consideration of $6,488 was paid primarily through the issuance of up to 462,691 shares of the Company’s common stock, of which 386,339 and 289,320 were issued as of August 31, 2020 and February 29, 2020, respectively, with the remaining shares issuable subject to certain working capital and indemnity adjustments (if applicable). Shareholders were eligible to receive 100,607 additional shares of the Company’s common stock upon the completion of a platform solution, as defined in the purchase agreement (MDI Earnout). The deadline to complete the cost transparency platform solution in order to qualify for the MDI Earnout was initially March 1, 2020, and was subsequently extended to July 1, 2020, by which time it had been earned. During August 2020, the Company issued 96,487 shares of common stock in connection with the MDI Earnout, with the remaining 4,120 shares of common stock expected to be issued during the remainder of fiscal 2021. The MDI Earnout was accounted for as an equity classified instrument and is not subject to remeasurement in subsequent periods. | (3) Acquisition of MD Insider (MDI) On July 31, 2019, the Company acquired the outstanding equity interests of MDI. Based in California, MDI is a provider of machine learning-enabled physician performance transparency. The following table summarizes the purchase consideration paid to MDI: Consideration Paid Cash consideration $ 324 Fair value of equity issued 5,114 Fair value of contingent consideration 1,050 Total consideration paid $ 6,488 The aggregate purchase price consideration of $6,488 was paid primarily through the issuance of up to 462,691 shares of the Company’s common stock, of which 289,320 were issued as of February 29, 2020, with the remaining shares issuable subject to certain working capital and indemnity adjustments (if applicable). Shareholders are eligible to receive 100,607 additional shares of the Company’s common stock upon the completion of a platform solution, as defined in the purchase agreement (MDI Earnout). The deadline to complete the cost transparency platform solution in order to qualify for the MDI Earnout was initially March 1, 2020, and was subsequently extended to July 1, 2020. The estimated fair value of the Company’s common stock and MDI Earnout was $5,114 and $1,050, respectively. The MDI Earnout is accounted for as an equity classified instrument and is not subject to remeasurement in subsequent periods. The Company incurred a total of $567 in acquisition related costs that were expensed immediately and recorded in the Company’s consolidated statement of operations for the fiscal year ended February 29, 2020. The acquisition was not significant to the Company’s consolidated financial statements; therefore, pro forma results of the operations related to this business acquisition for the fiscal year ended February 29, 2020, have not been presented. The results of MDI’s operations since July 31, 2019 have been included in the Company’s consolidated financial statements. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Assets acquired: Cash and cash equivalents $ 118 Accounts receivable 98 Prepaid expenses 5 Goodwill 4,013 Intangible assets 2,900 Other assets 17 Total assets acquired $ 7,151 Liabilities assumed: Accounts payable $ 321 Accrued expenses and other current liabilities 342 Total liabilities assumed $ 663 Net assets acquired $ 6,488 The purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The identifiable intangible asset principally relates to technology and is subject to amortization on a straight-line basis over two years. During the fiscal year ended February 29, 2020, the Company recorded amortization expense of $846. The intangible asset was valued using the estimated replacement cost method. This method requires several judgments and assumptions to determine the fair value of the intangible asset, including expected profits and opportunity costs. Goodwill related to the acquisition is attributable to the workforce of MDI as well as the expected future growth into new and existing markets and is not deductible for income tax purposes. |
Fair Value Measurements_2
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Fair Value Measurements | ||
Fair Value Measurements | (5) Fair Value Measurements The following table sets forth the fair value of the Company’s financial assets and within the fair value hierarchy: Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 21,332 $ — $ — $ 21,332 Certificates of deposit $ 5,000 $ — $ — $ 5,000 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 212,221 $ — $ — $ 212,221 Also, the carrying value of the Company’s debt approximates fair value based on interest rates available for debt with similar terms at February 29, 2020. | (6) Fair Value Measurements The following table sets forth the fair value of the Company’s financial assets and within the fair value hierarchy: February 28, 2019 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 28,661 $ — $ — $ 28,661 February 29, 2020 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 21,332 $ — $ — $ 21,332 Also, the carrying value of the Company’s debt approximates fair value based on interest rates available for debt with similar terms at February 28, 2019 and February 29, 2020. |
Debt Facility_2
Debt Facility | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Debt Facility | ||
Debt Facility | (6) Debt Facility (a) Term Loan and Revolving Credit Facility Term Loan On January 30, 2017, the Company entered into a $20,000 term loan facility (the Term Loan). Under the terms of the Term Loan, the Company was permitted to borrow up to an aggregate principal amount of $20,000, with the total amount of available borrowings subject to certain monthly recurring revenue calculations. Interest on the outstanding balance was payable monthly at a rate of 11.75%. Principal payments were scheduled to be made monthly beginning January 31, 2019, in equal installments calculated as 1/24th of the outstanding balance on December 31, 2018. However, the Company had the ability to extend the interest-only period for an additional twelve months, subject to an additional fee and other conditions, which would extend the maturity date from December 31, 2020 to December 31, 2021. The Company committed to extend this interest-only period, and the maturity date was extended to December 31, 2021. As a result, principal payments were scheduled to start January 2020. During July 2019, an amendment (Amendment 1) was entered into which eliminated monthly payments, with principal to be paid in full in December 2022. Amendment 1 resulted in an additional $2,000 of availability, increasing total availability to $22,000. Pursuant to the Amendment 1, interest on the outstanding balance was payable monthly at a rate of 10.00% per annum and interest payable-in-kind accrued at a rate of 2.00% per annum, compounded monthly, and was due at maturity. Additionally, the Company was required to pay an exit fee equal to 1% of the aggregate principal borrowings at the time of maturity (end of term charge). During May 2020, the Company entered into an additional amendment (Amendment 2) to the existing Term Loan agreement, which resulted in an additional $2,500 of availability, increasing total availability to $24,500. Pursuant to Amendment 2, interest on the outstanding balance was payable monthly at a rate of 8.00% per annum and interest payable-in-kind accrued at a rate of 4.50% per annum, compounded monthly, and was due at maturity. Additionally, the Company was required to pay a prepayment fee equal to 2% of the aggregate principal borrowings if prepayment occurred on or prior to December 31, 2020, and 0.50% if prepayment occurred after December 31, 2020 but on or prior to maturity (prepayment fee), plus the end of term charge. Amendment 2 was accounted for as a debt modification, and all new lender fees were recorded as additional debt discount and third-party costs incurred in connection with the amendment were expensed as incurred. During July 2020 the Company terminated the Term Loan. The Company repaid the outstanding balance of $24,500 in its entirety, along with accrued interest in kind of $600, the end of term charge of $251, and the prepayment fee of $502. During the three months ended August 31, 2020 and 2019, the Company recorded interest expense of $2,043 and $647 , respectively. Included in interest expense for the three months ended August 31, 2020, was related to the end of term charge. During the six months ended August 31, 2020 and 2019, the Company recorded interest expense of , respectively. Revolving Credit Facility During July 2019, the Company entered into a revolving credit facility (the 2019 Revolver) with a syndicate of two banks. Under the 2019 Revolver, the Company has the capacity to borrow up to $50,000 on a revolving facility, and (6) Debt Facility (Continued) to the extent certain customer bookings thresholds are achieved, the capacity on the 2019 Revolver may increase by an additional amount of up to $30,000 (resulting in total potential availability of $80,000). Availability of borrowings on the 2019 Revolver is calculated as a multiple of the Company’s eligible monthly recurring revenues (as defined in the 2019 Revolver). As of August 31, 2020 and February 29, 2020, the Company had outstanding letters of credit to serve as office landlord security deposits in the amount of $1,334. These letters of credit are secured through the revolving credit facility, thus reducing the capacity of the revolving credit facility to $48,666 as of August 31, 2020. No amounts are outstanding as of August 31, 2020. The 2019 Revolver has a term of 24 months, and there is an automatic extension of an additional 12-month period should the Company achieve certain revenues, as defined. The interest rate on the outstanding borrowings are at LIBOR plus 350 basis points or Base Rate (as defined) plus 250 basis points, with the LIBOR rate and Base Rate subject to minimum levels. Interest payments are to be made in installments of one, two, or three months as chosen by the Company. The 2019 Revolver was accounted for as a debt modification to which all new lender and third-party fees were deferred. Issuance costs of $543, including the fair value of warrants issued, were capitalized and are being amortized to interest expense over the remainder of the 2019 Revolver term. During the three months ended August 31, 2020 and 2019, the Company recorded interest expense of $323 and $65, respectively, related to the revolving credit facility. During the six months ended August 31, 2020 and 2019, the Company recorded interest expense of $880 and $71, respectively. As of August 31, 2020 and 2019, the balance of deferred financing fees was $233 and $512, respectively, and is recorded in other assets in the accompanying consolidated balance sheets. On August 21, 2020, the Company entered into an amendment to the 2019 Revolver which revised the terms of the revenue covenant and imposed minimum LIBOR and Base Rate levels. On September 11, 2020, the Company entered into another amendment to the 2019 Revolver which modified the amount of cash required to be held at each of the two lenders participating in the 2019 Revolver. The 2019 Revolver is collateralized by substantially all of the assets of the Company. Current and long-term debt consisted of the following at February 29, 2020: February 29, 2020 Current - Interest payable – 2019 Revolver $ — Long-term 2019 Revolver $ — Term loan - principal outstanding $ 22,000 Interest payable-in-kind 273 Unamortized issuance costs (1,129) Total long-term $ 21,144 | (7) Debt Facility (a) Term Loan and Revolving Credit Facility Term Loan On January 30, 2017, the Company entered into two debt facilities, one of which was a $20,000 term loan (the Term Loan) and the other a $20,000 revolving credit facility (the 2017 Revolver). During July 2019, the Company amended the Term Loan, terminated the 2017 Revolver and entered into a new revolving credit facility (the 2019 Revolver). In connection with the July 2019 transactions, the Company issued warrants to purchase up to 135,594 shares of the Company’s common stock. Under the terms of the Term Loan, the Company was permitted to borrow up to an aggregate principal amount of $20,000, with the total amount of available borrowings subject to certain monthly recurring revenue calculations. As of February 28, 2019, there was $20,000 outstanding on the Term Loan. Interest on the outstanding balance was payable monthly at a rate of 11.75%. Principal payments were scheduled to be made monthly beginning January 31, 2019, in equal installments calculated as 1/24th of the outstanding balance on December 31, 2018. However, the Company had the ability to extend the interest only period for an additional twelve months, subject to an additional fee and other conditions, which would extend the maturity date from December 31, 2020 to December 31, 2021. The Company committed to extend this interest only period, and the maturity date was extended to December 31, 2021. As a result, principal payments were scheduled to start January 2020. During July 2019, an amendment was entered into which eliminated monthly payments, with principal to be paid in full in December 2022. The Term Loan also provided for the issuance of a warrant to purchase 43,542 shares of the Company’s common stock (the Term Loan Warrant) at an exercise price of $0.005 per share. The Term Loan Warrant vested 100% upon issuance and has a ten Also, the Company incurred issuance and other third-party costs of $429 related to the Term Loan, which were recorded as a debt discount and are being amortized ratably over the term of the Term Loan. During July 2019, the Company amended the existing Term Loan agreement, which resulted in an additional $2,000 of availability, increasing total availability to $22,000. As of February 29, 2020, the outstanding borrowings under the Term Loan were $22,000. Pursuant to the amendment, interest on the outstanding balance is payable monthly at a rate of 10.00% per annum and interest payable-in-kind accrues at a rate of 2.00% per annum, compounded monthly, and is due at maturity. Additionally, the Company is required to pay an exit fee equal to 1% of the aggregate principal borrowings at the time of maturity (end of term charge). As of February 29, 2020, there was $273 of accrued interest payable-in-kind. All outstanding principal, unpaid interest and interest payable-in-kind are due at maturity. The amendment was accounted for as a debt modification, and all new lender fees were recorded as additional debt discount and third-party costs incurred in connection with the amendment were expensed as incurred. Debt issuance costs of $634, including the fair value of the warrants and end of term charge, were capitalized and are being amortized to interest expense over the remainder of the term using the effective interest method. During the fiscal years ended February 28, 2019 and February 29, 2020, the Company recorded interest expense of $2,844 and $2,858, respectively, related to the Term Loan of which $291 and $280, respectively, related to the amortization of the debt discount. Long-term debt consisted of the following at February 28, 2019 and February 29, 2020: February 28, February 29, 2019 2020 Principal outstanding $ 20,000 $ 22,000 Interest payable‑in‑kind — 273 Unamortized issuance costs (800) (1,129) $ 19,200 $ 21,144 During May 2020, the Company amended the Term Loan agreement, which resulted in additional borrowing availability of $2,500, all of which was drawn down at the time of execution of such amendment. Revolving Credit Facility The 2017 Revolver was a 24 Interest on the outstanding balance of the 2017 Revolver was due monthly at a rate of the lending institution’s prime referenced rate plus 1.00%, with the prime reference rate defined as the greater of (i) the lending institution’s prime rate and (ii) the 30-day LIBOR plus 2.50%. Principal and interest were due at maturity. The 2017 Revolver provided for the Company to issue warrants to purchase up to 22,288 shares of the Company’s Common Stock (the 2017 Revolver Warrants), of which a warrant to purchase 11,144 shares was issued on January 30, 2017, and a warrant to purchase 11,144 shares was issued on January 30, 2018. The Company incurred issuance and other third-party costs of $61 related to the 2017 Revolver, which were deferred and were being amortized ratably over the term of the 2017 Revolver. During July 2019, the Company terminated the 2017 Revolver and entered into a new revolving credit facility (the 2019 Revolver) with a syndicate of two banks, of which one was the lender under the 2017 Revolver. Under the 2019 Revolver, the Company has the capacity to borrow up to $50,000 on a revolving facility, and to the extent certain customer bookings thresholds are achieved, the capacity on the 2019 Revolver may increase by an additional amount of up to $30,000 (resulting in total potential availability of $80,000). Availability of borrowings on the 2019 Revolver is calculated as a multiple of the Company’s eligible monthly recurring revenues (as defined in the 2019 Revolver). As of February 29, 2020, the Company had outstanding letters of credit to serve as office landlord security deposits in the amount of $1,334. These letters of credit are secured through the revolving credit facility, thus reducing the capacity of the revolving credit facility at February 29, 2020 to $48,666. During March 2020, the Company borrowed this remaining capacity in its entirety to increase the Company’s cash position given the uncertainty in the overall business environment due to the COVID-19 pandemic. The 2019 Revolver has a term of 24 months, and there is an automatic extension of an additional 12 350 250 The 2019 Revolver was accounted for as a debt modification to which all new lender and third-party fees were deferred. Issuance costs of $543, including the fair value of the warrants, were capitalized and are being amortized to interest expense over the remainder of the 2019 Revolver term. During the fiscal years ended February 28, 2019 and February 29, 2020, the Company recorded interest expense of $72 and $273, respectively, related to the revolving credit facility of which $31 and $195, respectively, related to the amortization of deferred financing fees. As of February 28, 2019 and February 29, 2020, the balance of deferred financing fees was $23 and $372, respectively, and is recorded in other assets in the accompanying consolidated balance sheets. Both the Term Loan and 2019 Revolver are collateralized by substantially all of the assets of the Company. |
Stockholders' Equity_2
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Stockholders' Equity | ||
Stockholders' Equity | (7) Stockholders’ Equity (a) Common Stock The Company closed its IPO on July 7, 2020 and filed an amended and restated certificate of incorporation authorizing the issuance of up to 500,000,000 shares of common stock, par value $0.0001 per share. (7) Stockholders’ Equity (Continued) Upon completion of the IPO, the Company issued and sold 11,526,134 shares of common stock at an issuance price of $22.00 per share resulting in net proceeds of $231,229, after deducting underwriting discounts, commissions and offering costs. In addition, all outstanding shares of Convertible Preferred stock converted into 29,479,521 shares of common stock and the Company issued 1,401,836 shares of common stock as a result of the automatic net exercise of warrants (See Note 8). (b) Convertible Preferred Stock On July 7, 2020, upon the closing of our IPO, all shares of our outstanding convertible preferred stock converted into 29,479,521 shares of common stock. As of August 31, 2020, there were no shares of convertible preferred stock issued | (8) Stockholders’ Equity (a) Convertible Preferred Stock As of February 29, 2020, the authorized, issued and outstanding convertible preferred stock and their principal terms were as follows: Shares Issued and Carrying Liquidation Series Par value authorized outstanding amount value A ‑ 1 $ 0.0001 3,560,000 3,559,995 $ 10,000 $ 10,000 A ‑ 2 0.0001 2,579,999 2,579,994 10,000 10,000 B 0.0001 4,058,736 4,058,731 16,944 16,944 C 0.0001 601,160 601,151 7,000 7,000 D 0.0001 1,751,874 1,751,871 30,000 30,000 E 0.0001 6,089,189 6,089,159 140,720 145,300 F 0.0001 873,038 873,038 18,358 20,000 19,513,996 19,513,939 $ 233,022 $ 239,244 During March 2018, the Company amended its Certificate of Incorporation to allow for additional Series E shares and issued 2,095,365 shares at $23.86195 per share during the period March through July 2018. The sales resulted in aggregate net cash proceeds of $49,933, after deducting $67 of issuance costs. In connection with this issuance, the Company issued warrants to purchase 541,159 shares of the Company’s common stock. The warrants have an exercise price of $0.0005 per share and a term of ten years. The Company calculated the issuance date fair value of the warrants using the Black-Scholes valuation methodology, which resulted in a fair value of $2,387. Accordingly, the Company allocated the proceeds from the Series E preferred stock, on a relative fair value basis, resulting in $2,279 allocated to the warrants during the fiscal year ended February 28, 2019. During October 2019, the Company amended its Certificate of Incorporation to allow for the issuance of Series F preferred stock and issued 873,038 shares at $22.9085 per share, resulting in net cash proceeds of $19,943, after deducting $57 of issuance costs. In connection with this issuance, the Company issued a warrant to purchase 85,000 shares of the Company’s common stock. The warrant has an exercise price of $0.0005 per share and a term of ten years. The Company calculated the issuance date fair value of the warrant using the Black-Scholes valuation methodology, which resulted in an approximate fair value of $1,590. Accordingly, the Company allocated the proceeds and associated issuance costs from the Series F preferred stock, on a relative fair value basis, resulting in $1,585 and $18,358 allocated to the warrant and to the Series F preferred stock, respectively, during year ended February 29, 2020. Also, concurrently with the Series F preferred stock issuance, the Company entered into a partnership with the Series F holder under which the Company’s products will be marketed and sold by the Series F holder as part of the Series F holder’s broader product offerings. The preferred stock is convertible, at the option of the holder, at any time, into fully paid and nonassessable shares of common stock. The number of shares of common stock into which each share of preferred stock may be converted is determined by dividing the original issue price by the conversion price in effect on the date that the holder elects to convert the shares of preferred stock. The initial conversion price is equal to the original issue price. For the Series A through Series E preferred stock, in connection with an initial public offering of securities, immediately prior to the public offering, the preferred stockholders will receive for each share of preferred stock held a number of shares of common stock as is determined by dividing the preference amount (discussed below) by the price per common share in the public offering. These shares are in addition to shares of common stock otherwise issuable upon conversion of the preferred stock. Each share shall automatically be converted into shares of common stock upon the earlier of (i) the consummation of a firm commitment underwritten public offering of common stock (or common stock of successor corporation) at a public offering price of not less than $47.7239 (adjusted for any recapitalization) resulting in net proceeds to the Company (or successor corporation) of not less than $75,000, and listed on a national securities exchange or traded on the NASDAQ or (ii) the date specified by the written consent of the requisite preferred stockholders. The preferred stockholders have elected to convert their shares to common stock in connection with this offering. No dividend shall be declared or paid on any shares of any other series or class of shares of the Company unless and until such distribution is also ratably declared and paid on all of the outstanding preferred stock (based on as-if converted amounts) at the same time as such distribution is paid on such other equity interests. No dividends have been declared or paid through February 29, 2020. In the event of any liquidation, dissolution, or winding up of the Company, either voluntarily or involuntarily and in the event of a sale of the Company, as defined, the holders of the preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to holders of the shares of common stock or any other shares by reason of their ownership of such shares, for each share of preferred stock the sum of (i) the original purchase price paid per each share of preferred stock (as adjusted for any stock dividends, combinations, splits, recapitalizations, and similar events) plus (ii) the amount of all accrued but unpaid dividends as discussed above (the sum is referred to as the preference amount). In the event the assets of the Company are not sufficient to distribute such amounts, each holder will receive their pro rata share of amounts available to be distributed. After full payment of the preference amount has been made to the holders of the Series A-1, A-2, B, C, D, and E preferred stock as described above, the holders of the common stock and the Series A-1, A-2, B, C, D, and E preferred stock shall be entitled to share ratably in all remaining assets and funds, if any, based upon the number of shares of common stock then held with each share of Series A-1, A-2, B, C, D, and E preferred stock treated as holding the number of shares of common stock into which such shares of Series A-1, A-2, B, C, D, and E preferred stock are then convertible. The preferred stockholders have the right to one vote for each share of common stock into which their preferred stock could then be converted. The preferred stock is subject to redemption under certain deemed liquidation events, as defined in the Company’s charter, and as such, the preferred stock is considered contingently redeemable for accounting purposes. |
Equity-based Compensation and W
Equity-based Compensation and Warrants | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Equity-based Compensation and Warrants | ||
Equity-based Compensation and Warrants | (8) Equity-based Compensation and Warrants (a) Stock Options In July 2020, the Company adopted the 2020 Equity Incentive Plan (the Incentive Plan), which authorized the Company to grant up to 4,300,000 shares of common stock to eligible employees, directors, and consultants to the Company in the form of stock options, restricted stock units, and other various equity awards, including any shares subject to stock options or other awards granted under the Company’s prior stock option plan that expire or terminate for any reason (other than being exercised in full) or are cancelled in accordance with the terms of the prior stock option plan. The Incentive Plan also includes an annual evergreen increase, and the amount, terms of grants, and exercisability provisions are determined by the board of directors. The term of an award may be up to 10 years and options generally vest over four years, with one remainder In July 2020, the Board of Directors adopted the Company’s 2020 Employee Stock Purchase Plan (the ESPP), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO. The total shares of common stock initially reserved under the ESPP is limited to 1,100,000 shares. There was no activity during the second fiscal quarter ended August 31, 2020. The following table summarizes the amount of stock-based compensation included in the consolidated statements of operations: 2019 2020 2019 2020 Cost of revenue $ 103 $ 218 $ 175 $ 327 Product and technology 491 718 852 1,152 Sales and marketing 475 490 822 792 General and administrative 826 679 1,482 1,093 Total stock-based compensation $ 1,895 $ 2,105 $ 3,331 $ 3,364 (8) Equity-based Compensation and Warrants (Continued) The following is a summary of stock option activity under the Incentive Plan: Weighted Weighted average remaining Aggregate exercise contractual life intrinsic Stock Options price in years value Balance, February 29, 2020 7,996,056 $ 6.19 Granted 2,149,575 17.25 Exercised (571,382) 4.42 Forfeited (147,684) 6.12 Balance, August 31, 2020 9,426,565 $ 8.82 7.4 years $ 223,660 Vested and expected to vest as of August 31, 2020 9,426,565 $ 8.82 7.4 years $ 223,660 Exercisable as of August 31, 2020 5,499,412 $ 6.19 6.3 years $ 150,792 The aggregate intrinsic value of stock options exercised was $5,676 and $7,806 for the three and six months ended August 31, 2020, respectively. As of August 31, 2020, approximately $27,203 of unrecognized compensation expense related to our stock options is expected to be recognized over a weighted average period of 2.2 years. During June 2020, the Company issued 525,907 fully-vested stock options in lieu of cash payments related to the Company’s fiscal 2020 bonus with a value of $5,735. These options are included in the table above. (b) Common Stock Warrants The following tables summarize the activity for the Company’s warrants for the six months ended August 31, 2020: Common Stock Warrants Balance, February 29, 2020 1,653,268 Issued — Exercised (160,000) Automatic exercise of warrants in connection with IPO (1,493,268) Balance, August 31, 2020 — On June 29, 2015, the Company issued a warrant to its initial customer to purchase up to 200,000 common shares. Based on the vesting provisions and the remaining period over which the warrant was exercisable, the maximum number of shares that could vest pursuant to the warrant was 160,000 shares of common stock, all of which were exercised in March 2020. On July 7, 2020, upon the closing of our IPO, 1,401,836 shares of common stock were issued upon the automatic net exercise of all warrants that were outstanding as of the IPO date. There were no warrants outstanding as of August 31, 2020. | (9) Stock Options and Warrants (a) Stock Options In 2010, the Company adopted the Amended and Restated 2007 Stock Option Plan as amended (the Option Plan), which authorized the Company to grant shares of common stock to eligible employees, directors, and consultants to the Company in the form of restricted stock and stock options. As of February 29, 2020, the Company is authorized to issue up to 13,116,991 shares of common stock pursuant to the Option Plan. The amount, terms of grants, and exercisability provisions are determined by the board of directors. The term of the options may be up to 10 years and options generally vest over four years, with one remainder The Company recognizes stock-based compensation based on the grant date fair value of the awards and recognizes that cost using the straight-line method over the requisite service period of the award. The fair value of options, which vest in accordance with service schedules, is estimated on the date of grant using the Black-Scholes option pricing model. The absence of an active market for the Company’s common stock requires it to estimate the fair value of the Company’s common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. The Company obtained contemporaneous third-party valuations to assist in determining the estimated fair value of its common stock. These contemporaneous third-party valuations used the methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation During the years ended February 28, 2019 and February 29, 2020, the Company recognized $5,721 and $6,002, respectively, of compensation expense related to stock options. The following table summarizes the amount of stock-based compensation included in the consolidated statements of operations: Fiscal year 2019 2020 Cost of revenue $ 255 $ 318 Product and technology 1,108 1,674 Sales and marketing 1,199 1,482 General and administrative 3,159 2,528 Total stock‑based compensation $ 5,721 $ 6,002 The Company did not capitalize any stock-based compensation expense to deferred costs for the years ended February 28, 2019 and February 29, 2020. The weighted average grant date fair value for stock options granted during the years ended February 28, 2019 and February 29, 2020, was $2.95 and $5.40, respectively. The fair value of the Company’s option grants is estimated at the grant date using the Black-Scholes option-pricing model based on the following weighted average assumptions: Fiscal year 2019 2020 Estimated fair value of common stock $ 2.40 - $ 3.35 $ 4.80 - $ 9.55 Exercise price $ 4.70 - $ 6.75 $ 9.60 - $ 18.70 Expected volatility 46 % - 50 % 50 % Expected term (in years) 6.25 6.25 Risk‑free interest rate 2.65 % - 2.94 % 1.67 % - 2.62 % Dividend yield — — The following is a summary of stock option activity under the Option Plan: Weighted Weighted ‑ Remaining Aggregate Average Contractual Intrinsic Stock Options Exercise Price Life In Years Value Balance, February 28, 2018 6,970,591 Granted 1,635,115 Exercised (249,027) Forfeited (209,135) Balance, February 28, 2019 8,147,544 Granted 2,084,046 $ 10.80 Exercised (1,843,001) $ 3.70 Forfeited (392,533) $ 5.70 Balance, February 29, 2020 7,996,056 $ 6.19 7.0 years $ 73,631 Vested and expected to vest as of February 29, 2020 7,996,056 $ 6.20 7.0 years $ 73,631 Exercisable as of February 29, 2020 4,579,458 $ 4.35 5.6 years $ 50,573 The aggregate intrinsic value of stock options exercised was $305 and $22,033 for the years ended February 28, 2019 and February 29, 2020, respectively. As of February 29, 2020, approximately $12,353 of unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 2.1 (b) Common Stock Warrants The following tables summarize the activity for the Company’s warrants for the periods presented as well as the number of warrants outstanding and related terms at February 28, 2019 and February 29, 2020: Common Stock Exercise Expiration Warrants Exercisable Price Date Balance, February 28, 2018 928,945 Issued 541,159 Exercised (4,061) Balance, February 28, 2019 1,466,043 Issued 220,594 Exercised (33,369) Balance, February 29, 2020 1,653,268 1,653,268 $ 0.0005 - $ 23.75 April 2020 - October 2029 Number of Warrants Outstanding at February 28/29, Exercise 2019 2020 Price Expiration Date Series E holders 1,162,483 1,129,114 $ 0.0005 July 2026 - March 2028 Series F holders — 85,000 $ 0.0005 October 2029 Customer 160,000 160,000 $ 13.75 April 2020 Lenders 143,560 279,154 $ 0.005 - $ 23.75 Nov 2022 - July 2029 Total 1,466,043 1,653,268 On June 29, 2015, the Company issued a warrant to its initial customer to purchase up to 200,000 common shares. Based on the vesting provisions and the remaining period over which the warrant is exercisable, the maximum number of shares that can vest pursuant to the warrant is 160,000 shares of common stock, of which 120,000 and 160,000 were vested and exercisable as of February 28, 2019 and February 29, 2020, respectively. During March 2020, the customer exercised all vested warrants which resulted in the issuance of 160,000 shares of common stock. In connection with the Term Loan amendment, the Company issued a warrant to purchase up to 86,600 shares of the Company’s common stock (the 2019 Term Loan Warrant) at an exercise price of $9.60 per share. The 2019 Term Loan Warrant vested 100% upon issuance and has a ten In connection with the 2019 Revolver, the Company issued the lender warrants to purchase up to 36,363 and 12,631 shares of the Company’s common stock (the 2019 Revolver Warrants) at an exercise price of $13.75 and $23.75 per share, respectively. The 2019 Revolver Warrants vested 100% upon issuance and have a ten |
Income Taxes_2
Income Taxes | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Income Taxes | ||
Income Taxes | (9) Income Taxes The provision for income taxes consists of provisions for federal, state and foreign income taxes. The effective tax rates for the periods ended August 31, 2020 and August 31, 2019, reflect the Company’s expected tax rate on reported income from continuing operations before income tax and tax adjustments. The Company operates in a global environment with significant operations in the U.S. and operations in the Czech Republic. Accordingly, the consolidated income tax rate is a composite rate reflecting the Company’s earnings and the applicable tax rates in the various jurisdictions where the Company operates. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, allows net operating losses incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act also allows for retroactive accelerated income tax depreciation on certain leasehold improvement assets and changes to the limitations on business interest deductions for tax years beginning in 2019 and 2020 which increases the allowable business interest deduction from 30% to 50% of adjusted taxable income. The Company does not expect a material tax expense or tax benefit as a result of the CARES Act in the current period or subsequent periods. For the three months ended August 31, 2020 and 2019, the Company recorded income tax expense of $18 and $14, respectively, which resulted in effective tax rates of (0.1%) for both periods. For the six months ended August 31, 2020 and 2019, the Company recorded income tax expense of $56 and $37, respectively, which resulted in effective tax rates of (0.2%) and (0.1%), respectively. The tax expense relates to the local tax expense recorded for the Czech Republic. The Company's U.S. losses did not result in a benefit due to the U.S. full valuation allowance. | (11) Income Taxes Loss before income taxes consists of the following components: Fiscal year 2019 2020 Domestic $ (56,586) $ (51,795) Foreign 144 558 Total $ (56,442) $ (51,237) Significant components of income taxes are as follows: Fiscal year 2019 2020 Currently payable: Federal $ — $ — State and Local — — Foreign 55 129 Total currently payable 55 129 Deferred: Federal — — State and Local — — Foreign — — Total deferred — — Provision (benefit) for income taxes $ 55 $ 129 A reconciliation of income tax expense at the U.S. Federal statutory income tax rate to actual income tax provision is as follows: Fiscal year 2019 2020 Federal income tax expense at statutory tax rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 6.0 7.5 Stock‑based compensation (2.1) 3.9 Transaction costs 0.0 (0.2) Changes in valuation allowances (24.8) (31.4) Other (0.2) (1.0) Effective Income Tax Rate (0.1) % (0.2) % Income tax expense for the fiscal years ended February 28, 2019 and February 29, 2020 differ from the U.S. statutory income tax rate due to changes in valuation allowances, state income taxes and stock-based compensation. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to: (i) reducing the U.S. federal corporate tax rate to 21 percent; (ii) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (iii) creating a new limitation on deductible interest expense; (iv) changing rules related to uses and limitations of net operating carryforwards created in tax years beginning after December 31, 2017; and (v) changing the U.S. federal taxation of earnings of foreign subsidiaries. U.S. GAAP accounting for income taxes required that the Company record the impact of any tax law change on deferred income taxes in the quarter that the tax law change was enacted. Due to the complexities involved in accounting for the enactment of the Tax Act, SEC Staff Accounting Bulletin (SAB) 118 allowed the Company to provide a provisional estimate of the impacts of the Tax Act in its earnings for the fourth quarter and year ending February 28, 2018. In connection with our adoption of the Tax Act and in consideration of SAB 118, there were no changes made to the provisional amounts recognized in connection with the enactment of the Tax Act. The accounting for the income tax effects of the Tax Act was complete as of February 28, 2019. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. The Company makes significant judgments regarding the realizability of its deferred tax assets (principally net operating losses). The carrying value of deferred tax assets is based on the Company’s assessment that it is more likely than not that the Company will realize these assets after consideration of all available positive and negative evidence. Significant components of the Company’s deferred tax assets and liabilities at February 28, 2019, and February 29, 2020 are as follows: Fiscal year 2019 2020 Deferred tax assets: Net operating loss and tax credit carryforwards $ 55,664 $ 76,508 Other accruals and reserves 3,529 3,413 Stock‑based compensation 491 561 Deferred rent 1,066 1,280 Interest expense deduction limitation carryforward 742 1,549 Intangibles 19 — Property, plant & equipment 252 526 Other 139 355 Valuation allowance (61,902) (83,640) Deferred tax assets — 552 Deferred tax liabilities: Intangibles — (552) Deferred tax liabilities — (552) Net deferred taxes $ — $ — Net operating loss carryforwards amounted to $272,804 for U.S. federal and $258,875 for U.S. states at February 29, 2020. These operating loss carryforwards related to the 2010 through current 2020 tax periods. At February 29, 2020, none of the operating loss carryforwards were subject to expiration until 2030. The operating loss carryforwards expiring in years 2030 through 2037 make up $53,184 of the recorded deferred tax asset. The remaining deferred tax asset relating to operating loss carryforwards of $22,923 have an indefinite expiration. In addition to operating loss carryforwards, research and development tax credit carryforwards amounted to $401 for U.S. federal and U.S. states at February 29, 2020. These tax credit carryforwards will expire in 2036. Under Section 382 of the Internal Revenue Code, the yearly utilization of a corporation’s net operating loss carryforwards may be limited following a change in ownership of greater than 50% (by value) over a three-year period. The yearly limitation is based on the value of the corporation immediately before the ownership change multiplied by the federal long-term tax-exempt rate. If a loss is not utilized in a year after an ownership change that yearly limit is carried forward to future years for the balance of the net operating loss carryforward period. As of February 29, 2020, the Company did not incorporate a yearly limitation under Section 382. Management assesses the available positive and negative evidence to estimate if a valuation allowance is required to be recorded against existing deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the Company’s brief operating history and the net losses incurred since inception, management does not believe that it is more likely than not that the Company will realize the benefits of these deductible differences. As a result, a full valuation allowance has been provided at February 28, 2019 and February 29, 2020. The changes in the valuation allowance were as follows: Fiscal year 2019 2020 Balance at the beginning of the period $ 47,908 $ 61,902 (Decrease) increase due to NOLs and temporary differences 13,994 16,100 (Decrease) increase due to acquisitions — 5,638 Balance at the end of the period $ 61,902 $ 83,640 The Company has recorded a deferred tax asset of $1,549 for interest expense limited under the Tax Act at February 29, 2020. The interest expense limited has an unlimited carryforward period. U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over tax basis of the investments in foreign subsidiaries that is indefinitely reinvested outside the U.S. The foreign subsidiary is identified as a branch for U.S. tax purposes, and therefore, a gross temporary difference for investment basis differences is not applicable. The Company had no material accrual for uncertain tax positions or interest or penalties related to income taxes on the Company’s consolidated balance sheets at February 28, 2019 and February 29, 2020 and has not recognized any material uncertain tax positions or interest and/or penalties related to income taxes in the consolidated statement of operations for the years ended February 28, 2019 and February 29, 2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, allows net operating losses incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act also allows for retroactive accelerated income tax depreciation on certain leasehold improvement assets and changes to the limitations on business interest deductions for tax years beginning in 2019 and 2020 which increases the allowable business interest deduction from 30% to 50% of adjusted taxable income. The Company does not expect a material tax expense or tax benefit as a result of the CARES Act in subsequent periods. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Net Loss Per Share Attributable to Common Stockholders | ||
Net Loss Per Share Attributable to Common Stockholders | (10) Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to Accolade’s common stockholders: 2019 2020 2019 2020 Net loss $ (15,026) $ (15,371) $ (30,929) $ (29,331) Weighted-average shares used in computing net loss per share 5,336,501 33,029,147 5,141,047 20,277,416 Net loss per share attributable to common stockholders, basic and diluted $ (2.82) $ (0.47) $ (6.02) $ (1.45) As the Company has reported net loss for each of the periods presented, all potentially dilutive securities are antidilutive. The following potential outstanding shares of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: 2019 2020 Stock options 9,092,367 9,426,565 Common stock warrants 317,882 — Total 9,410,249 9,426,565 | (12) Net Loss Per Common Share The following table sets forth the computation of basic and diluted net loss per common share: Fiscal year 2019 2020 Net loss $ (56,496) $ (51,365) Net loss per common share, basic and diluted $ (12.17) $ (9.13) Weighted‑average shares used to compute net loss per common share, basic and diluted 4,641,256 5,626,713 As the Company has reported net losses for each of the periods presented, all potentially dilutive securities are antidilutive. The following potential outstanding shares of common stock were excluded from the computation of diluted net loss per common share for the periods presented because including them would have been antidilutive: Fiscal year 2019 2020 Stock options 8,147,544 7,996,056 Common stock warrants 182,288 317,861 Total 8,329,832 8,313,917 Unaudited Pro Forma Net Loss Per Common Share Unaudited pro forma basic and diluted net loss per common share for the fiscal year ended February 29, 2020 has been computed to give effect to the conversion of convertible preferred stock into common stock and related deemed dividend in connection with the Initial Public Offering (IPO) as of the beginning of the period presented or the date of issuance as well as the automatic cashless exercises of warrants to purchase 1,401,836 shares of common stock based on the fair market value of the Company’s common stock equal to the IPO price of $22.00 per share (exclusive of warrants with nominal exercise prices that are already included in basic loss per share). The following table sets forth the computation of the unaudited pro forma basic and diluted net loss per share: Fiscal Year Ended February 29, 2020 Numerator: Net loss $ (51,365) Deemed dividend attributable to preferred shareholders (239,294) Net loss attributable to common stockholders $ (290,609) Denominator: Weighted‑average shares used to compute net loss per common share, basic and diluted 5,626,713 Pro forma adjustment to reflect conversion of convertible preferred stock 28,964,247 Pro forma adjustment to reflect automatic cashless exercise of warrants 42,492 Weighted‑average shares used to compute pro forma net loss per common share, basic and diluted 34,633,452 Pro forma net loss per common share, basic and diluted $ (8.39) |
Commitments_2
Commitments | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Commitments | ||
Commitments | (11) Commitments (a) Legal Proceedings The Company is involved in various claims, inquiries and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s financial position or liquidity. On August 1, 2017, certain former and current employees filed a suit against the Company seeking back wages for unpaid overtime as a result of alleged misclassification by the Company under the Pennsylvania Minimum Wage Act and the Federal Fair Labor Standards Act. During March 2019, a settlement agreement (the Settlement Agreement) was executed by both parties in the amount of $1,100 (the Settlement). The Settlement Agreement was ultimately approved by the Court and the Company paid the Settlement during April 2020. (b) Employment Agreements Certain officers of the Company have employment agreements providing for severance, continuation of benefits, and other specified rights in the event of termination without cause, including in the event of a change of control of the Company, as defined in the agreements. | (13) Commitments (a) Leases The Company leases its office premises in Pennsylvania, Washington, Arizona, California and the Czech Republic, pursuant to lease agreements that expire on various dates through 2030. The Company recognizes rent expense under such arrangements on a straight line basis. Rent expense was $4,294 and $5,143 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. As of February 28, 2019 and February 29, 2020, the Company had security deposits of $460 and $477, respectively. The security deposits are included in other assets on the accompanying consolidated balance sheets. On May 28, 2019, the Company entered into a new lease for its Seattle office space that expires in 2030. The new lease is subject to both certain early termination rights and an option to extend, as defined in the lease. The lease commencement date was October 1, 2019, and total future payments are $25,836. On December 30, 2019, the Company entered into a termination agreement for its prior Seattle office space, with a termination date of December 31, 2019. The Company paid $142 and as a result of the termination has no future obligations under the terms of the agreement. The future aggregate minimum lease payments as of under all non-cancelable operating leases (including the Seattle lease discussed above) for the years noted are as follows: Fiscal years ending February 28(29), 2021 $ 6,104 2022 6,580 2023 6,577 2024 6,625 2025 5,664 Thereafter 21,516 $ 53,066 (b) Legal Proceedings The Company is involved in various claims, inquiries and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s financial position or liquidity. On August 1, 2017, certain former and current employees filed a suit against the Company seeking back wages for unpaid overtime as a result of alleged misclassification by the Company under the Pennsylvania Minimum Wage Act and the Federal Fair Labor Standards Act. As of February 28, 2018, based upon the facts and circumstances of this suit as well as the resolution of other such similar suits, the Company had determined that it was probable that it had a liability. Accordingly, the Company recorded a litigation expense and related accrued litigation expense in the amount of $650. During March 2019, a settlement agreement (the Settlement Agreement) was executed by both parties in the amount of $1,100, (the Settlement). Accordingly, during the fiscal year ended February 28, 2019, the Company recorded additional litigation expense and related accrual in the amount of $450 related to the settlement of this matter. The Settlement was ultimately approved by the Court and the Company paid $1,100 during April 2020. (c) Employment Agreements Certain officers of the Company have employment agreements providing for severance, continuation of benefits, and other specified rights in the event of termination without cause, including in the event of a change of control of the Company, as defined in the agreements. |
Change Healthcare Joint Devel_3
Change Healthcare Joint Development Agreement | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Change Healthcare Joint Development Agreement | ||
Change Healthcare Joint Development Agreement | ( 12) Change Healthcare Joint Development Agreement In February 2020, the Company entered into a joint development agreement, or JDA, and a data licensing agreement with Change Healthcare Holdings, or Change Healthcare, whereby Change Healthcare will be a strategic partner in providing various services to support the Company’s Total Care and Provider Services product offerings. Pursuant to the terms of the JDA, Change Healthcare is providing intellectual property (IP), technical know-how, and advisory services to the Company as it develops price transparency products under the JDA that will be utilized by the Company in several of its product offerings. Either party is permitted to sell the price transparency product within each party’s respective service offerings. Each party is entitled to a royalty from the other party in connection with any net sales associated with the price transparency product that was developed under the JDA, not to exceed $2,500 in cumulative royalty payments. Concurrent with entering into the JDA, the Company entered into a five-year data licensing agreement with Change Healthcare who is one of the largest commercially available data set providers of de-identified claims in the United States. The licensing agreement includes annual increases in fees and the option to renew and extend beyond the initial five-year period. The annual licensing fees are subject to increases and decreases and contingent upon the achievement of performance objectives as defined in the data licensing agreement. Upfront payments for data licenses are deferred and will be amortized into cost of revenue, as they pertain to the delivery of the Company’s product offerings. Upon entering into the JDA and data licensing agreement, the Company issued 251,211 restricted shares of its common stock to Change Healthcare at an estimated fair value of $15.40 per share, or $3,869 in aggregate value. Pursuant to the terms of the restricted share agreement, 150,727 of the shares vested immediately and the remaining 100,484 restricted shares will vest upon the achievement of certain product development milestones, as defined. During July 2020, 75,363 of these shares vested upon the achievement of certain milestones. The aggregate equity value was allocated to the JDA and data licensing agreement based on the relative fair value of the IP and technical know-how contributed by Change Healthcare within the JDA and the discounted pricing received from Change Healthcare within the data licensing agreement. The equity value allocated to the JDA and data licensing agreement was capitalized and deferred as internally developed software and other assets within the Company’s consolidated balance sheet, respectively, with an offsetting increase to additional paid-in capital. Costs that are capitalized and classified as internally developed software will be amortized within depreciation and amortization in the Company’s consolidated statement of operations. | (14) Change Healthcare Joint Development Agreement In February 2020, the Company entered into a joint development agreement, or JDA, and a data licensing agreement with Change Healthcare Holdings, or Change Healthcare, whereby Change Healthcare will be a strategic partner in providing various services to support the Company’s Total Care and Provider Services product offerings. Pursuant to the terms of JDA, Change Healthcare is providing intellectual property (IP), technical know-how, and advisory services to the Company as it develops price transparency products under the JDA that will be utilized by the Company in several of its product offerings. Either party is permitted to sell the price transparency product within each party’s respective service offerings. Each party is entitled to a royalty from the other party in connection with any net sales associated with the price transparency product that was developed under the JDA, not to exceed $2,500 in cumulative royalty payments. Concurrent with entering into the JDA, the Company entered into a five five Upon entering into the JDA and data licensing agreement, the Company issued 251,211 restricted shares of its common stock to Change Healthcare at an estimated fair value of $15.40 per share, or $3,869 in aggregate value. Pursuant to the terms of the restricted share agreement, 150,727 of the shares vest immediately and the remaining 100,484 restricted shares will vest upon the achievement of certain product development milestones, as defined. The aggregate equity value was allocated to the JDA and data licensing agreement based on the relative fair value of the IP and technical know-how contributed by Change Healthcare within the JDA and the discounted pricing received from Change Healthcare within the data licensing agreement. Equity value allocated to the JDA and data licensing agreement is capitalized and deferred as internally developed software and other assets within the Company’s consolidated balance sheet, respectively with an offsetting increase to additional paid-in capital. Costs that are capitalized and classified as internally developed software will be amortized within depreciation and amortization in the Company’s consolidated statement of operations. |
Subsequent Events_2
Subsequent Events | 12 Months Ended |
Feb. 29, 2020 | |
Subsequent Events | |
Subsequent Events | (16) Subsequent Events Due to the government-imposed quarantines and other public health safety measures put into place in March 2020, COVID-19 has caused disruption in the markets where we sell our products and related services. Although the Company has not experienced any significant impact as a result of the COVID-19 pandemic, the Company will continue to closely monitor for any changes to the Company’s operations and the operations of our customers. The Company has evaluated subsequent events from the balance sheet date through June 16, 2020, the date of which the consolidated financial statements were available to be issued, and determined there are no other items requiring disclosure. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Covid-19 | Due to the government-imposed quarantines and other public health safety measures put into place in March 2020, COVID-19 has caused disruption in the markets where the Company sells its offerings and related services. Although the Company has not experienced any significant financial impact as a result of the COVID-19 pandemic, the Company will continue to closely monitor for any changes to the Company’s operations and the operations of our customers. | |
Initial Public Offering | On July 7, 2020, the Company closed its initial public offering of common stock (IPO) in which the Company issued and sold 11,526,134 shares (inclusive of the underwriters’ over-allotment option to purchase 1,503,408 shares) of common stock at $22.00 per share. The Company received net proceeds of $231,228 after deducting underwriting discounts and commissions, as well as offering costs of $4,596, of which $4,284 was paid as of August 31, 2020. Upon the closing of the IPO, all shares of outstanding convertible preferred stock converted into 29,479,521 shares of common stock, and an additional 1,401,836 shares of common stock were issued upon the automatic net exercise of warrants then outstanding. | |
Basis of Presentation and Principles of Consolidation | Accolade’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | (a) Basis of Presentation and Principles of Consolidation Accolade’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Unaudited interim financial statements | The accompanying consolidated financial statements and the related footnote disclosures are unaudited. The unaudited consolidated interim financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s interim consolidated financial position as of August 31, 2020 and the results of its operations and its cash flows for the three and six months ended August 31, 2020 and 2019. The results for the three and six months ended August 31, 2020, are not necessarily indicative of results to be expected for the year ending February 28, 2021, any other interim periods, or any future year or period. The Company’s management believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited financial statements and accompanying notes for the year ended February 29, 2020. | |
Use of Estimates | (b) Use of Estimates The preparation of 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, including the fair value of assets acquired and liabilities assumed for business combinations, unbilled revenues and deferred revenues, certain accrued expenses, stock-based compensation, assessment of the useful life and recoverability of long-lived assets, income taxes, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s financial statements will be affected. | |
Fair Value of Financial Instruments | (d) Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including cash equivalents, accounts receivable, unbilled revenue, other current assets, accounts payable, and accrued expenses approximates fair value due to the short-term nature of those instruments. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Inputs that are generally unobservable and typically reflect the Company’s estimate of assumptions that market participants would use in pricing the asset or liability. | |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents Cash and cash equivalents is comprised of cash in banks and highly liquid investments, including certificates of deposit with a maturity date of less than 90 days, and money market treasury funds, purchased with an original maturity of three months or less. Cash equivalents consist of investments in money market funds for which the carrying amount approximates fair value, due to the short maturities of these instruments. | |
Capitalized Internal-Use Software Costs | Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Internal-use software is included in property and equipment and is amortized on a straight-line basis over 3 years. For the three months ended August 31, 2020 and 2019, the Company capitalized $85 and $0, respectively, for internal-use software. For the six months ended August 31, 2020 and 2019, the Company capitalized $374 and $0, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the three months ended August 31, 2020 and 2019 was $1,120 and $1,054, respectively. Amortization expense related to capitalized internal-use software during the six months ended August 31, 2020 and 2019 was $2,131 and $2,431, respectively. | (h) Capitalized Internal-Use Software Costs Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including for tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Internal-use software is included in property and equipment and is amortized on a straight-line basis over 3 years. For the fiscal years ended February 28, 2019 and February 29, 2020, the Company capitalized $1,943 and $3,005, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the fiscal years ended February 28, 2019 and February 29, 2020 was $5,836 and $4,533, respectively. |
Impairment of Long-Lived Assets | (i) Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment and acquired technology, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized for the amount by which the carrying value of the asset exceeds the fair value of the asset. There were no impairment charges recorded during the fiscal years ended February 28, 2019 and February 29, 2020. | |
Intangible Assets | As part of the acquisition of MD Insider, Inc. (MDI) in July 2019 (Note 4), the Company acquired an intangible asset in the form of acquired technology in the amount of $2,900. This intangible asset is subject to amortization and is being amortized on the straight-line basis over its estimated useful life of two years. Amortization expense related to the intangible asset was $362 and $121 during the three months ended August 31, 2020 and 2019, respectively, and $724 and $121 during the six months ended August 31, 2020 and 2019, respectively. | (j) Intangible Assets As part of the acquisition of MDI (Note 3), the Company acquired an intangible asset in the form of acquired technology in the amount of $2,900. This intangible asset is subject to amortization and is being amortized on the straight-line basis over its estimated useful life of two years. The Company recognized $846 in amortization expense during the fiscal year ended February 29, 2020. |
Goodwill | (k) Goodwill Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized, but is subject to an annual impairment test. The Company has a single reporting unit and all goodwill relates to that reporting unit. The Company performs its annual goodwill impairment test on an annual basis on the fourth quarter of each fiscal year or more frequently if changes in circumstances or the occurrence of events suggest that an impairment exists. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit’s goodwill is less than the carrying value of the reporting unit’s goodwill. The Company’s annual goodwill impairment test resulted in no impairment charges in the fiscal year ended February 29, 2020. | |
Revenue and Deferred Revenue | (m) Revenue and Deferred Revenue The Company earns revenue from its customers by providing personalized health guidance solutions to members. The Company’s solutions allow its members to interact with its Accolade Health Assistants and clinicians through various means of communication, including telephony and secure messaging via its mobile application and member portal. The Company prices its personalized health guidance solutions using a recurring per-member-per-month fee (PMPM), typically with a portion of the fee calculated as the product of a fixed rate times the number of eligible members (fixed PMPM fee), plus a variable PMPM fee calculated as the product of a variable rate times the number of eligible members (variable PMPM fee). The fees associated with the variable PMPM fee can be earned through the achievement of performance metrics and/or the realization of healthcare cost savings resulting from the utilization of the Company’s services. Collectively, the fixed PMPM fee and variable PMPM fee are referred to as the total PMPM fee. The Company’s PMPM pricing varies by contract. In certain contracts, the maximum total PMPM fee varies during the contract term (total PMPM rate increases or decreases annually), while in other contracts, the total PMPM maximum fee is consistent over the term, yet the fixed and variable portions vary. For example, in certain contracts the fixed PMPM fee increases on an annual basis while the variable PMPM fee decreases on an annual basis, resulting in the same total PMPM fee throughout the term of the contract. In accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, the Company satisfies a performance obligation At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract. The Company’s contracts for personalized health guidance solutions generally include two performance obligations: stand ready services as discussed in the following sentence and reporting. The majority of the Company’s contracts include stand ready services to provide eligible participants with access to the Company’s services and to perform an unspecified quantity of interactions with members during the contract period. Accordingly, the Company’s services are generally viewed as stand ready performance obligations comprised of a series of distinct daily services that are substantially the same and have the same pattern of transfer. For the stand ready services, the Company satisfies these performance obligations over time and recognizes revenue related to its services as the services are provided using a measure of progress based upon the actual number of members eligible for the service during the respective period as a percentage of the estimated members expected to be eligible for the service over the term of the contract. The Company believes a measure of progress based on the number of members is the most appropriate measurement of control of the services being transferred to the customer as the amount of internal resources necessary to stand ready is directly correlated to the number of members who can use the services. In addition, the Company’s contracts may include additional add-on services as separate performance obligations that are also considered stand ready services. These add-on services have the same pattern of transfer and revenue recognition as discussed above. The Company’s personalized health guidance solutions also include a distinct performance obligation related to reporting, which is provided to the customer on a daily, monthly, and/or quarterly basis and provides the customer with insights into various operational data and performance metrics. Although reporting is performed separately over regular intervals during the term of contract period, the Company recognizes revenue in a similar pattern of recognition and using a similar measure of progress as its stand ready services because the reporting services are performed evenly throughout the term of the contract. Revenues related to reporting services were not material for the fiscal years ended February 28, 2019 and February 29, 2020. Some contracts contain an additional performance obligation, pre-launch open enrollment, for which the performance obligation is satisfied before the launch of the Company’s primary service. For contracts that include pre-launch open enrollment support, the Company recognizes related revenues over the pre-launch open enrollment period based on the number of eligible members. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on overall pricing objectives, taking into consideration market conditions and other factors, using an expected cost plus margin approach. The Company considered the variable consideration allocation exception in ASC 606 and concluded that such exception for allocating variable consideration to distinct performance obligations or distinct time periods within a series was not met primarily due to variability in its PMPM pricing. The majority of fees earned by the Company are considered to be variable consideration due to both the uncertainty regarding the total number of members for which the Company will invoice the customer, as well as the variable PMPM fees that are dependent upon the achievement of performance metrics and/or healthcare cost savings. Performance metrics are measured monthly, quarterly or, annually, and with respect to the achievement of healthcare cost savings targets, annually (typically measured on a calendar year basis). Accordingly, at contract inception and on an ongoing basis, as part of the Company’s estimate of the transaction price, the Company determines whether any such fees should be constrained, and the Company includes the estimated consideration for those fees for which a significant reversal of cumulative revenue is not probable (and is therefore considered to be unconstrained). Consideration related to the Company’s achievement of healthcare cost savings is typically constrained until the end of the applicable calendar year due to uncertainty related to factors outside of the Company’s control. Consideration related to other performance metrics is typically not constrained based on the Company’s prior success of achieving such metrics. On an ongoing basis, the Company reassesses its estimates for variable consideration, which can change based upon its assessment of the achievement of performance metrics and healthcare cost savings, as well as the number of members. The Company typically invoices its customers in advance of the services performed on a monthly or quarterly basis, and the amount invoiced typically represents the maximum total PMPM fee for the estimated number of eligible members over the applicable invoice period. The total PMPM fee covers both the stand ready services and reporting services in the Company’s typical contracts (i.e., the performance obligations are not separately priced or invoiced). The maximum total PMPM fee that is invoiced includes both the fixed PMPM fee and the variable PMPM fee related to the performance metrics and/or the realization of healthcare cost savings that can be achieved during the period. These fees are classified as deferred revenue on the Company’s consolidated balance sheet until such time that revenue can be recognized. In the event the Company fails to satisfy any of the performance metrics and/or realization of healthcare cost savings that are billed in advance, the Company will refund the applicable portion of the fee or offset the amount against a future invoice. These amounts are included in Due to Customers on the Company’s consolidated balance sheet. The Company’s accounts receivable represent rights to consideration that are unconditional. As of February 29, 2020, $164,552 of revenue is expected to be recognized from remaining performance obligations and is expected to be recognized as follows: Fiscal periods ending February 28(29), 2021 $ 111,741 2022 42,461 2023 8,390 2024 1,960 Total $ 164,552 The expected revenue includes variable fee estimates for the non-cancellable term of the Company’s contracts. The expected revenue does not include amounts of variable consideration that are constrained. Significant changes in the deferred revenue balances during the fiscal years ended February 28, 2019 and February 29, 2020 were the result of recognized revenue of $9,637 and $22,407, respectively that were included in deferred revenue. Revenue related to performance obligations satisfied in prior periods that was recognized during the years ended February 28, 2019 and February 29, 2020 was $4,410 and $4,479, respectively. These changes in estimates were primarily due to the inclusion of consideration that was previously constrained related to the Company’s achievement of healthcare cost savings. Cost to obtain and fulfill a contract The Company capitalizes sales commissions paid to internal sales personnel that are both incremental to the acquisition of customer contracts and recoverable. These costs are recorded as deferred contract acquisition costs in the accompanying consolidated balance sheets. The Company capitalized commission costs of $1,832 and $1,495 for fiscal years ended February 28, 2019 and February 29, 2020, respectively. The Company defers costs based on its sales compensation plans only if the commissions are incremental and would not have occurred absent the customer contract. Payments to direct sales personnel are typically made in two increments as follows: 75% upon signature of the contract, with the remaining 25% upon customer launch. The Company does not pay commissions on contract renewals. Deferred commissions paid on the initial acquisition of a contract are amortized ratably over an estimated period of benefit of five years, which is the estimated customer life. The Company determined the period of amortization for deferred commissions by taking into consideration current customer contract terms, historical customer retention, and other factors. Amortization is included in sales and marketing expenses in the accompanying consolidated statements of operations and totaled $377 and $665 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. The Company periodically reviews deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the estimated period of benefit. There were no impairment losses recorded during the periods presented. For certain customer contracts, the Company may incur direct and incremental costs related to customer set-up and implementation. The Company recorded deferred implementation costs of $667 and $904 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. These implementation costs are deferred and amortized over the expected useful life of the Company’s customers, which is five years. Amortization is included in cost of revenues in the Company’s consolidated statements of operations and totaled $417 and $320 for the fiscal years ended February 28, 2019 and February 29, 2020, respectively. | |
Concentration of Credit Risk | Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. The Company maintains its cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. The Company invests its cash equivalents in highly rated money market funds. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents and performs periodic evaluations of the credit standing of such institutions. Significant customers are those which represent 10% or more of the Company’s revenue during the periods. For each significant customer, revenue as a percentage of total revenue was as follows: For the three months ended August 31, For the six months ended August 31, 2019 2020 2019 2020 Customer 1 27 % 14 % 27 % 17 % Customer 2 11 % 12 % 12 % 12 % Customer 3 11 % 11 % 11 % 11 % Total 49 % 37 % 50 % 40 % Accounts receivable outstanding related to these customers at August 31, 2020 was as follows: August 31, 2020 Customer 1 $ — Customer 2 — Customer 3 6,670 | (n) Concentration of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. The Company maintains its cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. The Company invests its cash equivalents in highly rated money market funds. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents and perform periodic evaluations of the credit standing of such institutions. Significant customers are those which represent 10% or more of the Company’s revenue during the period. For each significant customer, revenue as a percentage of total revenue was as follows: Fiscal Year Ended 2019 2020 Customer 1 35 % 24 % Customer 2 3 % 13 % Customer 3 14 % 12 % Customer 4 8 % 10 % Customer 5 11 % 9 % Total 71 % 68 % There were no accounts receivable outstanding related to any of these customers at February 28, 2019 and February 29, 2020, respectively. |
Segments | (s) Segments The Company’s chief operating decision maker, its Chief Executive Officer, reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable operating segment. As of February 28, 2019 and February 29, 2020, substantially all of Accolade’s long-lived assets were located in the United States, and all revenue was earned in the United States. | |
Deferred Offering Costs | The Company capitalized certain legal, accounting and other third-party fees that were directly associated with the IPO as deferred offering costs until the IPO was completed in July 2020. Upon the completion of the IPO, total deferred costs of $4,596 were recorded in stockholders’ equity (deficit) as a reduction of additional paid-in-capital. Deferred offering costs were $0 and $3,042 at August 31, 2020 and February 29, 2020, respectively, and were included within prepaid and other current assets on the accompanying consolidated balance sheet at February 29, 2020. As of August 31, 2020, $312 of deferred costs were included in accounts payable and accrued expenses. | (t) Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financing as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs will be recorded in stockholders’ deficit as a reduction of additional paid-in-capital generated as a result of the offering. Should the equity financing no longer be considered probable of being consummated, all deferred offering costs would be charged to operating expenses in the statement of operations. Deferred offering costs were $3,042 at February 29, 2020 and are included within prepaid and other current assets on the accompanying consolidated balance sheet. |
New Accounting Pronouncements Not Yet Adopted | Leases: Leases Codification Improvements to Topic 842 Leases Narrow-Scope Improvements for Lessor, Leases Codification Improvements to Topic 842 Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities, (2) Basis of Presentation and Summary of Significant Accounting Policies (Continued) for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. ASC 842 is effective for the Company for fiscal year ending February 28, 2023. Early adoption is permitted. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. Credit Losses: Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Internal Use Software: Intangibles-Goodwill and Other-Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract | (u) New Accounting Pronouncements Not Yet Adopted Leases: In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-02, Leases Codification Improvements Leases Narrow-Scope Improvements for Lessor Leases Codification Improvements Credit Losses: In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments for fiscal year ended February 28, 2023. Early adoption is permitted. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. Internal Use Software: In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other-Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Concentration Risk [Line Items] | ||
Schedule of concentration of risk | Fiscal Year Ended 2019 2020 Customer 1 35 % 24 % Customer 2 3 % 13 % Customer 3 14 % 12 % Customer 4 8 % 10 % Customer 5 11 % 9 % Total 71 % 68 % | |
Revenue [Member] | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Schedule of concentration of risk | For the three months ended August 31, For the six months ended August 31, 2019 2020 2019 2020 Customer 1 27 % 14 % 27 % 17 % Customer 2 11 % 12 % 12 % 12 % Customer 3 11 % 11 % 11 % 11 % Total 49 % 37 % 50 % 40 % | |
Accounts receivable [Member] | Credit Concentration Risk | ||
Concentration Risk [Line Items] | ||
Schedule of concentration of risk | Accounts receivable outstanding related to these customers at August 31, 2020 was as follows: August 31, 2020 Customer 1 $ — Customer 2 — Customer 3 6,670 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Revenue | ||
Revenue expected to be recognized from remaining performance obligations | Fiscal year ending February 28(29), Remainder of 2021 $ 77,630 2022 104,703 2023 35,033 2024 9,999 Total $ 227,365 | Fiscal periods ending February 28(29), 2021 $ 111,741 2022 42,461 2023 8,390 2024 1,960 Total $ 164,552 |
Acquisition of MD Insider (Tabl
Acquisition of MD Insider (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Acquisition of MD Insider | |
Schedule of purchase consideration | Consideration Paid Cash consideration $ 324 Fair value of equity issued 5,114 Fair value of contingent consideration 1,050 Total consideration paid $ 6,488 |
Schedule of estimated fair values of the assets acquired and liabilities assumed | Assets acquired: Cash and cash equivalents $ 118 Accounts receivable 98 Prepaid expenses 5 Goodwill 4,013 Intangible assets 2,900 Other assets 17 Total assets acquired $ 7,151 Liabilities assumed: Accounts payable $ 321 Accrued expenses and other current liabilities 342 Total liabilities assumed $ 663 Net assets acquired $ 6,488 |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Fair Value Measurements | ||
Schedule of fair value of financial assets | Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 21,332 $ — $ — $ 21,332 Certificates of deposit $ 5,000 $ — $ — $ 5,000 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 212,221 $ — $ — $ 212,221 | February 28, 2019 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 28,661 $ — $ — $ 28,661 February 29, 2020 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 21,332 $ — $ — $ 21,332 |
Debt facility (Tables)_2
Debt facility (Tables) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Debt Facility | ||
Schedule Of Debt | February 29, 2020 Current - Interest payable – 2019 Revolver $ — Long-term 2019 Revolver $ — Term loan - principal outstanding $ 22,000 Interest payable-in-kind 273 Unamortized issuance costs (1,129) Total long-term $ 21,144 | February 28, February 29, 2019 2020 Principal outstanding $ 20,000 $ 22,000 Interest payable‑in‑kind — 273 Unamortized issuance costs (800) (1,129) $ 19,200 $ 21,144 |
Stockholders' Equity (Tables)_2
Stockholders' Equity (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Stockholders' Equity | |
Schedule of convertible preferred stock | Shares Issued and Carrying Liquidation Series Par value authorized outstanding amount value A ‑ 1 $ 0.0001 3,560,000 3,559,995 $ 10,000 $ 10,000 A ‑ 2 0.0001 2,579,999 2,579,994 10,000 10,000 B 0.0001 4,058,736 4,058,731 16,944 16,944 C 0.0001 601,160 601,151 7,000 7,000 D 0.0001 1,751,874 1,751,871 30,000 30,000 E 0.0001 6,089,189 6,089,159 140,720 145,300 F 0.0001 873,038 873,038 18,358 20,000 19,513,996 19,513,939 $ 233,022 $ 239,244 |
Equity-based Compensation and_2
Equity-based Compensation and Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Equity-based Compensation and Warrants | ||
Schedule of stock-based compensation | 2019 2020 2019 2020 Cost of revenue $ 103 $ 218 $ 175 $ 327 Product and technology 491 718 852 1,152 Sales and marketing 475 490 822 792 General and administrative 826 679 1,482 1,093 Total stock-based compensation $ 1,895 $ 2,105 $ 3,331 $ 3,364 | Fiscal year 2019 2020 Cost of revenue $ 255 $ 318 Product and technology 1,108 1,674 Sales and marketing 1,199 1,482 General and administrative 3,159 2,528 Total stock‑based compensation $ 5,721 $ 6,002 |
Schedule of weighted average assumptions | Fiscal year 2019 2020 Estimated fair value of common stock $ 2.40 - $ 3.35 $ 4.80 - $ 9.55 Exercise price $ 4.70 - $ 6.75 $ 9.60 - $ 18.70 Expected volatility 46 % - 50 % 50 % Expected term (in years) 6.25 6.25 Risk‑free interest rate 2.65 % - 2.94 % 1.67 % - 2.62 % Dividend yield — — | |
Schedule of stock option activity | Weighted Weighted average remaining Aggregate exercise contractual life intrinsic Stock Options price in years value Balance, February 29, 2020 7,996,056 $ 6.19 Granted 2,149,575 17.25 Exercised (571,382) 4.42 Forfeited (147,684) 6.12 Balance, August 31, 2020 9,426,565 $ 8.82 7.4 years $ 223,660 Vested and expected to vest as of August 31, 2020 9,426,565 $ 8.82 7.4 years $ 223,660 Exercisable as of August 31, 2020 5,499,412 $ 6.19 6.3 years $ 150,792 | Weighted Weighted ‑ Remaining Aggregate Average Contractual Intrinsic Stock Options Exercise Price Life In Years Value Balance, February 28, 2018 6,970,591 Granted 1,635,115 Exercised (249,027) Forfeited (209,135) Balance, February 28, 2019 8,147,544 Granted 2,084,046 $ 10.80 Exercised (1,843,001) $ 3.70 Forfeited (392,533) $ 5.70 Balance, February 29, 2020 7,996,056 $ 6.19 7.0 years $ 73,631 Vested and expected to vest as of February 29, 2020 7,996,056 $ 6.20 7.0 years $ 73,631 Exercisable as of February 29, 2020 4,579,458 $ 4.35 5.6 years $ 50,573 |
Schedule of warrants | Common Stock Warrants Balance, February 29, 2020 1,653,268 Issued — Exercised (160,000) Automatic exercise of warrants in connection with IPO (1,493,268) Balance, August 31, 2020 — | Common Stock Exercise Expiration Warrants Exercisable Price Date Balance, February 28, 2018 928,945 Issued 541,159 Exercised (4,061) Balance, February 28, 2019 1,466,043 Issued 220,594 Exercised (33,369) Balance, February 29, 2020 1,653,268 1,653,268 $ 0.0005 - $ 23.75 April 2020 - October 2029 Number of Warrants Outstanding at February 28/29, Exercise 2019 2020 Price Expiration Date Series E holders 1,162,483 1,129,114 $ 0.0005 July 2026 - March 2028 Series F holders — 85,000 $ 0.0005 October 2029 Customer 160,000 160,000 $ 13.75 April 2020 Lenders 143,560 279,154 $ 0.005 - $ 23.75 Nov 2022 - July 2029 Total 1,466,043 1,653,268 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Net Loss Per Share Attributable to Common Stockholders | ||
Schedule of computation of basic and diluted net loss per share | 2019 2020 2019 2020 Net loss $ (15,026) $ (15,371) $ (30,929) $ (29,331) Weighted-average shares used in computing net loss per share 5,336,501 33,029,147 5,141,047 20,277,416 Net loss per share attributable to common stockholders, basic and diluted $ (2.82) $ (0.47) $ (6.02) $ (1.45) | Fiscal year 2019 2020 Net loss $ (56,496) $ (51,365) Net loss per common share, basic and diluted $ (12.17) $ (9.13) Weighted‑average shares used to compute net loss per common share, basic and diluted 4,641,256 5,626,713 |
Schedule of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders | 2019 2020 Stock options 9,092,367 9,426,565 Common stock warrants 317,882 — Total 9,410,249 9,426,565 | Fiscal year 2019 2020 Stock options 8,147,544 7,996,056 Common stock warrants 182,288 317,861 Total 8,329,832 8,313,917 |
Background - Initial Public Off
Background - Initial Public Offering (Details) $ / shares in Units, $ in Thousands | Jul. 08, 2020shares | Jul. 07, 2020USD ($)$ / sharesshares | Mar. 31, 2020 | Aug. 31, 2020shares | Aug. 31, 2020USD ($)shares | Feb. 29, 2020$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||||
Share Price | $ / shares | $ 22 | |||||
Shares issued on conversion of convertible preferred stock | 29,479,521 | 29,479,521 | 29,479,521 | 29,479,483 | ||
Number of additional shares issued | 1,401,836 | 1,401,836 | 1,401,836 | |||
Stock split ratio | 0.20 | |||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued | 11,526,134 | |||||
Share Price | $ / shares | $ 22 | |||||
Proceeds from issuance of common stock | $ | $ 231,228 | |||||
Offering Costs | $ | $ 4,596 | |||||
IPO | Prepaids and other assets | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Offering Costs | $ | $ 4,284 | |||||
Overallotment | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued | 1,503,408 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Capitalized Internal-Use Software Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Property, Plant and Equipment [Line Items] | ||||||
Amortization expenses | $ 3,977 | $ 4,382 | $ 8,516 | $ 9,391 | ||
Capitalized internal-use software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Useful life | 3 years | 3 years | ||||
Capitalized cost | $ 85 | $ 0 | $ 374 | 0 | $ 3,005 | 1,943 |
Amortization expenses | $ 1,120 | $ 1,054 | $ 2,131 | $ 2,431 | $ 4,533 | $ 5,836 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 846 | |||||
MD Insider Inc | Technology | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | $ 2,900 | $ 2,900 | ||||
Estimated useful life | 2 years | 2 years | ||||
Amortization expense | $ 362 | $ 121 | $ 724 | $ 121 | $ 846 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Concentration Risk [Line Items] | ||||||
Accounts receivable | $ 0 | $ 0 | ||||
Customer 3 | ||||||
Concentration Risk [Line Items] | ||||||
Accounts receivable | $ 6,670 | $ 6,670 | ||||
Customer Concentration Risk | Revenue [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Revenue (as a percent) | 37.00% | 49.00% | 40.00% | 50.00% | 68.00% | 71.00% |
Customer Concentration Risk | Revenue [Member] | Customer 1 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue (as a percent) | 14.00% | 27.00% | 17.00% | 27.00% | 24.00% | 35.00% |
Customer Concentration Risk | Revenue [Member] | Customer 2 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue (as a percent) | 12.00% | 11.00% | 12.00% | 12.00% | 13.00% | 3.00% |
Customer Concentration Risk | Revenue [Member] | Customer 3 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue (as a percent) | 11.00% | 11.00% | 11.00% | 11.00% | 12.00% | 14.00% |
Customer Concentration Risk | Revenue [Member] | Customer 4 | ||||||
Concentration Risk [Line Items] | ||||||
Revenue (as a percent) | 10.00% | 8.00% |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Feb. 29, 2020 |
Deferred Offering Costs [Line Items] | ||
Deferred Offering Costs | $ 4,596 | $ 3,042 |
Prepaids and other assets | ||
Deferred Offering Costs [Line Items] | ||
Deferred Offering Costs | 0 | $ 3,042 |
Accounts payable and accrued expenses | ||
Deferred Offering Costs [Line Items] | ||
Deferred Offering Costs | $ 312 |
Revenue - Revenue and Deferred
Revenue - Revenue and Deferred Revenue (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Feb. 29, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 227,365 | $ 164,552 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-03-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 111,741 | |
Revenue remaining performance obligation satisfaction period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-09-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 77,630 | |
Revenue remaining performance obligation satisfaction period | 6 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-03-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 42,461 | |
Revenue remaining performance obligation satisfaction period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-03-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 104,703 | $ 8,390 |
Revenue remaining performance obligation satisfaction period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-03-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 35,033 | $ 1,960 |
Revenue remaining performance obligation satisfaction period | 1 year | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-03-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 9,999 | |
Revenue remaining performance obligation satisfaction period | 1 year |
Revenue - Revenue and Deferre_2
Revenue - Revenue and Deferred Revenue Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Revenue | ||||||
Contract with customer liability revenue recognized | $ 23,725 | $ 19,225 | $ 22,407 | $ 9,637 | ||
Revenue related to performance obligations satisfied in prior periods | $ 1,535 | $ 689 | $ 3,014 | $ 1,084 | $ 4,479 | $ 4,410 |
Revenue - Cost to obtain and fu
Revenue - Cost to obtain and fulfill a contract (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2020USD ($)item | Aug. 31, 2019USD ($) | Feb. 29, 2020USD ($) | Feb. 28, 2019USD ($) | |
Capitalized Contract Cost [Line Items] | ||||||
Deferred amortization term | 5 years | 5 years | 5 years | |||
Impairment loss on deferred commission | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Selling and Marketing Expense [Member] | ||||||
Capitalized Contract Cost [Line Items] | ||||||
Amortization of contract cost | 237,000 | 158,000 | $ 470,000 | 314,000 | 665,000 | 377,000 |
Sales commission | ||||||
Capitalized Contract Cost [Line Items] | ||||||
Capitalized Contract Cost, Net | $ 1,495,000 | 1,832,000 | ||||
Number of increments in which payment to sales person is made. | 2 | 2 | ||||
Sales commission paid upon signing of contract (as a percent) | 75.00% | 75.00% | ||||
Sales commission paid upon customer launch (as a percent) | 25.00% | 25.00% | ||||
Amortization of contract cost | $ 1,999,000 | 229,000 | $ 2,502,000 | 523,000 | ||
Customer set up cost | ||||||
Capitalized Contract Cost [Line Items] | ||||||
Capitalized Contract Cost, Net | $ 904,000 | 667,000 | ||||
Deferred amortization term | 5 years | 5 years | 5 years | |||
Amortization of contract cost | $ 110,000 | 75,000 | $ 270,000 | 146,000 | $ 320,000 | $ 417,000 |
Deferred Implementation Costs [Member] | ||||||
Capitalized Contract Cost [Line Items] | ||||||
Capitalized Contract Cost, Net | $ 138,000 | 138,000 | ||||
Amortization of contract cost | $ 166,000 | $ 310,000 | $ 189,000 |
Acquisition of MD Insider - Sha
Acquisition of MD Insider - Shares Issued (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2019 | Aug. 31, 2020 | Jul. 31, 2020 | Feb. 29, 2020 | Jul. 31, 2019 | Aug. 31, 2019 | Feb. 29, 2020 |
Business Acquisition [Line Items] | ||||||||
Additional shares issued | 100,607 | |||||||
MD Insider Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price consideration | $ 6,488,000 | $ 6,488,000 | $ 289,320 | |||||
Shares issued | 289,320 | 386,339 | ||||||
Additional shares issued | 96,487 | 100,607 | ||||||
Stock Available For Issuance | 4,120 | |||||||
Fair value of the Company's common stock | $ 5,114,000 | 1,050,000 | ||||||
Acquisition cost | $ 567,000 | |||||||
Maximum | MD Insider Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued | 462,691 | 462,691 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Cash equivalents: | |||
Fair value | $ 21,332 | ||
Level 1 | |||
Cash equivalents: | |||
Fair value | 21,332 | ||
Money Market Funds | |||
Cash equivalents: | |||
Fair value | $ 212,221 | 21,332 | $ 28,661 |
Money Market Funds | Level 1 | |||
Cash equivalents: | |||
Fair value | $ 212,221 | 21,332 | $ 28,661 |
Certificates of Deposit | |||
Cash equivalents: | |||
Fair value | 5,000 | ||
Certificates of Deposit | Level 1 | |||
Cash equivalents: | |||
Fair value | $ 5,000 |
Debt facility (Details)_2
Debt facility (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2020 | May 31, 2020 | Jul. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Jan. 30, 2018 | Jan. 30, 2017 | |
Debt Instrument [Line Items] | |||||||||||
Number of Securities Called by Warrants or Rights | 1,401,836 | ||||||||||
Interest Rate | 8.00% | ||||||||||
Debt issuance cost | $ 1,129 | $ 800 | |||||||||
Repayment of principle portion of debt | $ 73,166 | ||||||||||
Repayment of accrued interest in kind | $ 1,316 | 265 | 834 | 425 | |||||||
Interest Payable | 273 | ||||||||||
Long-term Debt | $ 22,000 | 20,000 | |||||||||
Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 20,000 | ||||||||||
Maximum Borrowing Capacity | $ 24,500 | $ 22,000 | 20,000 | ||||||||
Interest Rate | 10.00% | 11.75% | 11.75% | 11.75% | |||||||
Debt issuance cost | $ 634 | ||||||||||
Line of Credit Facility, Additional Borrowing Capacity | $ 2,500 | $ 2,000 | |||||||||
Interest Payable in Kind Accrued Rate | 4.50% | 2.00% | |||||||||
Debt instrument exit fee | 1.00% | ||||||||||
Repayment of principle portion of debt | $ 24,500 | ||||||||||
Repayment of accrued interest in kind | 600 | ||||||||||
Debt instrument end charges | 251 | ||||||||||
Debt instrument prepayment fee | $ 502 | $ 502 | |||||||||
Interest Payable | 273 | ||||||||||
Interest expenses | 2,043 | $ 647 | $ 2,837 | 1,316 | 2,858 | 2,844 | |||||
Amortization of debt discount | 1,045 | ||||||||||
Amortization of Debt Issuance Costs and Discounts | 280 | 291 | |||||||||
Long-term Debt | $ 22,000 | $ 22,000 | 20,000 | ||||||||
Term Loan | Prepayment of Loan Occur on or Before December 31, 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument exit fee | 2.00% | ||||||||||
Term Loan | Prepayment of Loan Occur on or After December 31, 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument exit fee | 0.50% | ||||||||||
Revolving Credit Facility, 2017 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 20,000 | ||||||||||
Number of Securities Called by Warrants or Rights | 22,288 | 11,144 | 11,144 | ||||||||
Maximum Borrowing Capacity | $ 20,000 | 0 | |||||||||
Debt issuance cost | 61 | ||||||||||
Revolving Credit Facility, 2019 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of Securities Called by Warrants or Rights | 135,594 | ||||||||||
Maximum Borrowing Capacity | $ 50,000 | 80,000 | 80,000 | 80,000 | |||||||
Debt issuance cost | 543 | 543 | 543 | ||||||||
Line of Credit Facility, Additional Borrowing Capacity | $ 30,000 | ||||||||||
Interest expenses | 323 | $ 65 | 880 | $ 71 | 273 | 72 | |||||
Amortization of Debt Issuance Costs and Discounts | $ 195 | $ 31 | |||||||||
Long-term Debt | $ 48,666 | $ 48,666 | |||||||||
Term Loan Warrants | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of Securities Called by Warrants or Rights | 43,542 | ||||||||||
Exercise price of warrants | $ 0.005 | ||||||||||
Warrants and Rights Outstanding, Term | 10 years | ||||||||||
Fair value of the warrants | $ 182 |
Debt facility - Warrant Right_2
Debt facility - Warrant Rights (Details) - USD ($) $ in Thousands | Apr. 20, 2018 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Jul. 31, 2019 | Jan. 30, 2018 | Jan. 30, 2017 |
Debt Instrument [Line Items] | ||||||||||
Long-term Debt | $ 21,144 | $ 19,200 | ||||||||
Number of Securities Called by Warrants or Rights | 1,401,836 | |||||||||
Debt issuance cost | $ 1,129 | 800 | ||||||||
Long-term Line of Credit | $ 1,334 | $ 1,334 | 1,334 | |||||||
Other Assets | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Issuance Costs, Net | 233 | $ 512 | 233 | $ 512 | 372 | 23 | ||||
Revolving Credit Facility, 2017 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum Borrowing Capacity | $ 20,000 | 0 | ||||||||
Minimum funds raised | $ 45,000 | |||||||||
Number of Securities Called by Warrants or Rights | 22,288 | 11,144 | 11,144 | |||||||
Debt issuance cost | $ 61 | |||||||||
Term of debt | 24 months | |||||||||
Revolving Credit Facility, 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum Borrowing Capacity | 80,000 | 80,000 | $ 80,000 | $ 50,000 | ||||||
Additional Borrowing Capacity | $ 30,000 | |||||||||
Long-term Debt | 0 | 0 | 48,666 | |||||||
Number of Securities Called by Warrants or Rights | 135,594 | |||||||||
Debt issuance cost | 543 | $ 543 | $ 543 | |||||||
Term of debt | 24 months | 24 months | ||||||||
Extension term of debt | 12 months | 12 months | ||||||||
Interest Expense, Debt | $ 323 | $ 65 | $ 880 | $ 71 | $ 273 | 72 | ||||
Amortization of Debt Issuance Costs and Discounts | $ 195 | $ 31 | ||||||||
Lending Institution Prime Reference Rate | Revolving Credit Facility, 2017 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||
LIBOR | Revolving Credit Facility, 2017 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||
London Interbank Offered Rate | Revolving Credit Facility, 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | 3.50% | ||||||||
Base Rate | Revolving Credit Facility, 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | 2.50% |
Debt facility - Interest Payabl
Debt facility - Interest Payable (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Feb. 29, 2020 | Jul. 31, 2019 | Feb. 28, 2019 |
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 22,000 | $ 20,000 | ||
Interest Payable in Kind | 273 | |||
Unamortized issuance costs | (1,129) | (800) | ||
Long-term Debt | 21,144 | 19,200 | ||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | 22,000 | $ 22,000 | $ 20,000 | |
Interest Payable in Kind | 273 | |||
Unamortized issuance costs | (634) | |||
Revolving Credit Facility, 2019 | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 48,666 | |||
Unamortized issuance costs | (543) | (543) | ||
Long-term Debt | $ 0 | $ 48,666 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 08, 2020 | Jul. 07, 2020 | Oct. 31, 2018 | Mar. 31, 2018 | Aug. 31, 2020 | Aug. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Class of Stock [Line Items] | ||||||||
Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 65,000,000 | |||
Common stock issue price per share | $ 22 | $ 22 | ||||||
New common stock issued and sold | 11,526,134 | |||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 19,513,996 | ||||
Preferred stock, shares issued | 0 | 0 | 19,513,939 | 18,640,901 | ||||
Preferred stock, shares outstanding | 0 | 0 | 19,513,939 | 18,640,901 | ||||
Carrying value | $ 233,022 | $ 214,664 | ||||||
Preferred stock, liquidation value | $ 239,244 | |||||||
Shares issued on conversion of convertible preferred stock | 29,479,521 | 29,479,521 | 29,479,521 | 29,479,483 | ||||
Net Proceeds | $ 231,229 | $ 19,943 | $ 49,933 | |||||
Issuance costs | $ 4,596 | |||||||
Number of additional shares issued | 1,401,836 | 1,401,836 | 1,401,836 | |||||
Series A One Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Par Value | $ 0.0001 | |||||||
Preferred stock, shares authorized | 3,560,000 | |||||||
Preferred stock, shares issued | 3,559,995 | |||||||
Preferred stock, shares outstanding | 3,559,995 | |||||||
Carrying value | $ 10,000 | |||||||
Preferred stock, liquidation value | $ 10,000 | |||||||
Series A Two Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Par Value | $ 0.0001 | |||||||
Preferred stock, shares authorized | 2,579,999 | |||||||
Preferred stock, shares issued | 2,579,994 | |||||||
Preferred stock, shares outstanding | 2,579,994 | |||||||
Carrying value | $ 10,000 | |||||||
Preferred stock, liquidation value | $ 10,000 | |||||||
Series B Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Par Value | $ 0.0001 | |||||||
Preferred stock, shares authorized | 4,058,736 | |||||||
Preferred stock, shares issued | 4,058,731 | |||||||
Preferred stock, shares outstanding | 4,058,731 | |||||||
Carrying value | $ 16,944 | |||||||
Preferred stock, liquidation value | $ 16,944 | |||||||
Convertible Preferred stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Shares issued on conversion of convertible preferred stock | 29,479,521 | |||||||
Series C Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Par Value | $ 0.0001 | |||||||
Preferred stock, shares authorized | 601,160 | |||||||
Preferred stock, shares issued | 601,151 | |||||||
Preferred stock, shares outstanding | 601,151 | |||||||
Carrying value | $ 7,000 | |||||||
Preferred stock, liquidation value | $ 7,000 | |||||||
Series D Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Par Value | $ 0.0001 | |||||||
Preferred stock, shares authorized | 1,751,874 | |||||||
Preferred stock, shares issued | 1,751,871 | |||||||
Preferred stock, shares outstanding | 1,751,871 | |||||||
Carrying value | $ 30,000 | |||||||
Preferred stock, liquidation value | $ 30,000 | |||||||
Series E Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Par Value | $ 0.0001 | |||||||
Preferred stock, shares authorized | 6,089,189 | |||||||
Preferred stock, shares issued | 6,089,159 | |||||||
Preferred stock, shares outstanding | 6,089,159 | |||||||
Carrying value | $ 140,720 | |||||||
Preferred stock, liquidation value | $ 145,300 | |||||||
Net Proceeds | $ 49,933 | |||||||
Issuance costs | $ 67 | |||||||
Series F Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Par Value | $ 0.0001 | |||||||
Preferred stock, shares authorized | 873,038 | |||||||
Preferred stock, shares issued | 873,038 | |||||||
Preferred stock, shares outstanding | 873,038 | |||||||
Carrying value | $ 18,358 | |||||||
Preferred stock, liquidation value | $ 20,000 | |||||||
Net Proceeds | $ 19,943 | |||||||
Issuance costs | $ 57 |
Equity-based Compensation and_3
Equity-based Compensation and Warrants - Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 2,105 | $ 1,895 | $ 3,364 | $ 3,331 | $ 6,002 | $ 5,721 | |
Stock options issued value | $ 569 | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant date fair value | $ 9.55 | $ 3.35 | |||||
Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options issued | 525,907 | ||||||
Stock options issued value | $ 5,735 | ||||||
Weighted average grant date fair value | $ 5.40 | $ 2.95 | |||||
Aggregate intrinsic value of stock options | 5,676 | 7,806 | $ 22,033 | $ 305 | |||
Unrecognized compensation expense | $ 27,203 | $ 27,203 | $ 12,353 | ||||
Weighted average period | 2 years 2 months 12 days | 2 years 1 month 6 days | |||||
2007 Plan | Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock authorized to be issued | 13,116,991 | ||||||
Term of option | 10 years | ||||||
Vesting period | 4 years | ||||||
Common stock available for future grants | 941,887 | ||||||
2007 Plan | Stock Option | Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Vesting percentage | 25.00% | ||||||
2007 Plan | Stock Option | Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Vesting percentage | 75.00% | ||||||
2020 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock available for future grants | 3,981,071 | 3,981,071 | |||||
2020 Equity Incentive Plan | Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock authorized to be issued | 4,300,000 | 4,300,000 | |||||
Term of option | 10 years | ||||||
Vesting period | 4 years | ||||||
2020 Equity Incentive Plan | Stock Option | Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Vesting percentage | 25.00% | ||||||
2020 Equity Incentive Plan | Stock Option | Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Vesting percentage | 75.00% | ||||||
Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock initially reserved | 1,100,000 | 1,100,000 |
Equity-based Compensation and_4
Equity-based Compensation and Warrants - Compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Compensation expense | $ 2,105 | $ 1,895 | $ 3,364 | $ 3,331 | $ 6,002 | $ 5,721 |
Cost of revenue | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Compensation expense | 218 | 103 | 327 | 175 | 318 | 255 |
Product and technology | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Compensation expense | 718 | 491 | 1,152 | 852 | 1,674 | 1,108 |
Sales and marketing | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Compensation expense | 490 | 475 | 792 | 822 | 1,482 | 1,199 |
General and administrative | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Compensation expense | $ 679 | $ 826 | $ 1,093 | $ 1,482 | $ 2,528 | $ 3,159 |
Equity-based Compensation and_5
Equity-based Compensation and Warrants - Award Option (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Balance, February 29, 2020 | 7,996,056 | 8,147,544 | 6,970,591 |
Granted | 2,084,046 | 1,635,115 | |
Exercised | (1,843,001) | (249,027) | |
Forfeited | (392,533) | (209,135) | |
Balance, August 31, 2020 | 7,996,056 | 8,147,544 | |
Vested and expected to vest as of August 31, 2020 | 7,996,056 | ||
Exercisable as of August 31, 2020 | 4,579,458 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Balance, February 29, 2020 | $ 6.19 | ||
Granted | $ 10.80 | ||
Exercised | 3.70 | ||
Forfeited | 5.70 | ||
Balance, August 31, 2020 | 6.19 | ||
Exercisable as of August 31, 2020 | 4.35 | ||
Vested and expected to vest as of August 31, 2020 | $ 6.20 | ||
Weighted remaining contractual life in years | 7 years | ||
Vested and expected to vest as of August 31, 2020 | 7 years | ||
Exercisable as of August 31, 2020 | 5 years 7 months 6 days | ||
Balance, February 29, 2020 | $ 73,631 | ||
Balance, August 31, 2020 | $ 73,631 | ||
Vested and expected to vest as of August 31, 2020 | 73,631 | ||
Exercisable as of August 31, 2020 | $ 50,573 | ||
2020 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Balance, February 29, 2020 | 7,996,056 | ||
Granted | 2,149,575 | ||
Exercised | (571,382) | ||
Forfeited | (147,684) | ||
Balance, August 31, 2020 | 9,426,565 | 7,996,056 | |
Vested and expected to vest as of August 31, 2020 | 9,426,565 | ||
Exercisable as of August 31, 2020 | 5,499,412 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Balance, February 29, 2020 | $ 6.19 | ||
Granted | 4.42 | ||
Exercised | 17.25 | ||
Forfeited | 6.12 | ||
Balance, August 31, 2020 | 8.82 | $ 6.19 | |
Exercisable as of August 31, 2020 | 6.19 | ||
Vested and expected to vest as of August 31, 2020 | $ 8.82 | ||
Weighted remaining contractual life in years | 7 years 4 months 24 days | ||
Vested and expected to vest as of August 31, 2020 | 7 years 4 months 24 days | ||
Exercisable as of August 31, 2020 | 6 years 3 months 18 days | ||
Balance, August 31, 2020 | $ 223,660 | ||
Vested and expected to vest as of August 31, 2020 | 223,660 | ||
Exercisable as of August 31, 2020 | $ 150,792 |
Equity-based Compensation and_6
Equity-based Compensation and Warrants - Equity Instrument (Details) - $ / shares | Jul. 08, 2020 | Jul. 07, 2020 | Jul. 29, 2015 | Jun. 29, 2015 | Aug. 31, 2020 | Aug. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Class of Warrant or Right [Roll Forward] | ||||||||
Balance, February 29, 2020 | 1,653,268 | 1,466,043 | 928,945 | |||||
Issued | 220,594 | 541,159 | ||||||
Exercised | (33,369) | (4,061) | ||||||
Balance, August 31, 2020 | 1,653,268 | 1,466,043 | ||||||
Exercisable | 1,653,268 | |||||||
Number of additional shares issued | 1,401,836 | 1,401,836 | 1,401,836 | |||||
Number of Securities Called by Warrants or Rights | 1,401,836 | |||||||
Common stock warrants | ||||||||
Class of Warrant or Right [Roll Forward] | ||||||||
Balance, February 29, 2020 | 1,653,268 | |||||||
Exercised | (160,000) | |||||||
Automatic exercise of warrants in connection with IPO | (1,493,268) | |||||||
Balance, August 31, 2020 | 0 | 0 | 1,653,268 | |||||
Number of Securities Called by Warrants or Rights | 1,653,268 | 1,466,043 | ||||||
Common stock warrants | Series E Warrants [Member] | ||||||||
Class of Warrant or Right [Roll Forward] | ||||||||
Number of Securities Called by Warrants or Rights | 1,129,114 | 1,162,483 | ||||||
Exercise price (in dollars per share) | $ 0.0005 | |||||||
Common stock warrants | Series F Warrants [Member] | ||||||||
Class of Warrant or Right [Roll Forward] | ||||||||
Number of Securities Called by Warrants or Rights | 85,000 | |||||||
Exercise price (in dollars per share) | $ 0.0005 | |||||||
Common stock warrants | Lender Warrant | ||||||||
Class of Warrant or Right [Roll Forward] | ||||||||
Number of Securities Called by Warrants or Rights | 279,154 | 143,560 | ||||||
Common stock warrants | Customer Warrant | ||||||||
Class of Warrant or Right [Roll Forward] | ||||||||
Exercisable | 160,000 | 160,000 | ||||||
Number of Securities Called by Warrants or Rights | 200,000 | 200,000 | 160,000 | 160,000 | ||||
Exercise price (in dollars per share) | $ 13.75 | |||||||
Minimum | ||||||||
Class of Warrant or Right [Roll Forward] | ||||||||
Exercise price (in dollars per share) | 0.0005 | |||||||
Minimum | Common stock warrants | Lender Warrant | ||||||||
Class of Warrant or Right [Roll Forward] | ||||||||
Exercise price (in dollars per share) | 0.005 | |||||||
Maximum | ||||||||
Class of Warrant or Right [Roll Forward] | ||||||||
Exercise price (in dollars per share) | 23.75 | |||||||
Maximum | Common stock warrants | Lender Warrant | ||||||||
Class of Warrant or Right [Roll Forward] | ||||||||
Exercise price (in dollars per share) | $ 23.75 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Feb. 28, 2019 | |
Income Taxes | ||||||||
Percentage of deductions from adjustable taxable income | 50.00% | 50.00% | 30.00% | 30.00% | ||||
Income tax expense | $ 18 | $ 14 | $ 56 | $ 37 | $ 129 | $ 55 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 0.10% | 0.10% | 0.20% | 0.10% | 21.00% | 21.00% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Net Loss Per Share Attributable to Common Stockholders | ||||||||
Net loss | $ (15,371) | $ (13,960) | $ (15,026) | $ (15,903) | $ (29,331) | $ (30,929) | $ (51,365) | $ (56,496) |
Weighted-average shares used in computing net loss per share | 33,029,147 | 5,336,501 | 20,277,416 | 5,141,047 | 5,626,713 | 4,641,256 | ||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.47) | $ (2.82) | $ (1.45) | $ (6.02) | $ (9.13) | $ (12.17) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Stock Options (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 9,426,565 | 9,410,249 | 8,313,917 | 8,329,832 |
Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 9,426,565 | 9,092,367 | 7,996,056 | 8,147,544 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 317,882 | 317,861 | 182,288 |
Commitments - Legal Proceedin_2
Commitments - Legal Proceedings (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Loss Contingencies [Line Items] | |||
Litigation settlement | $ 1,100 | ||
Certain former and current employees case | |||
Loss Contingencies [Line Items] | |||
Litigation expenses | $ 650 | $ 450 | |
Litigation settlement | $ 1,100 |
Change Healthcare Joint Devel_4
Change Healthcare Joint Development Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2020 | Feb. 29, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Granted | 2,084,046 | 1,635,115 | ||
Aggregate value of shares | $ 3,869 | |||
Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Estimated fair value of common stock | $ 9.55 | $ 3.35 | ||
Joint Development Agreement and Data Licensing Agreement | Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Cumulative royalty payments | $ 2,500 | $ 2,500 | ||
Joint Development Agreement and Data Licensing Agreement | Change Healthcare Holdings | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
License agreement term (in years) | 5 years | |||
License agreement renewal term (in years) | 5 years | |||
Joint Development Agreement and Data Licensing Agreement | Change Healthcare Holdings | Restricted shares | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Granted | 251,211 | |||
Estimated fair value of common stock | $ 15.40 | |||
Aggregate value of shares | $ 3,869 | |||
Vested shares | 75,363 | 150,727 | ||
Non-vested shares | 100,484 | 100,484 |