Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 28, 2021 | Apr. 30, 2021 | Aug. 31, 2020 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Feb. 28, 2021 | ||
Entity File Number | 001-39348 | ||
Entity Registrant Name | ACCOLADE, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 01-0969591 | ||
Entity Address State Or Province | WA | ||
Entity Address, Address Line One | 1201 Third Avenue | ||
Entity Address, Address Line Two | Suite 1700 | ||
Entity Address, City or Town | Seattle | ||
Entity Address, Postal Zip Code | 98101 | ||
City Area Code | 206 | ||
Local Phone Number | 926-8100 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | ACCD | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 960.2 | ||
Entity Common Stock, Shares Outstanding | 58,670,773 | ||
Entity Central Index Key | 0001481646 | ||
Current Fiscal Year End Date | --02-28 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 433,884 | $ 33,155 |
Accounts receivable, net | 9,112 | 294 |
Unbilled revenue | 2,725 | 895 |
Current portion of deferred contract acquisition costs | 2,210 | 1,368 |
Current portion of deferred financing fees | 93 | 279 |
Prepaid and other current assets | 5,957 | 12,944 |
Total current assets | 453,981 | 48,935 |
Property and equipment, net | 9,227 | 13,625 |
Goodwill | 4,013 | 4,013 |
Acquired technology, net | 604 | 2,054 |
Deferred contract acquisition costs | 6,067 | 3,876 |
Other assets | 1,618 | 745 |
Total assets | 475,510 | 73,248 |
Current liabilities: | ||
Accounts payable | 7,390 | 5,273 |
Accrued expenses | 4,845 | 6,580 |
Accrued compensation | 35,379 | 23,838 |
Deferred rent and other current liabilities | 567 | 674 |
Due to customers | 5,015 | 4,674 |
Current portion of deferred revenue | 25,879 | 28,919 |
Total current liabilities | 79,075 | 69,958 |
Loans payable, net of unamortized issuance costs | 21,144 | |
Deferred rent and other noncurrent liabilities | 5,192 | 5,523 |
Deferred revenue | 395 | 396 |
Total liabilities | 84,662 | 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 February 28(29), 2021 and 2020, respectively (liquidation value of $239,244 at February 29, 2020) | 233,022 | |
Commitments (note 13) | ||
Stockholders' equity (deficit) | ||
Common stock par value $0.0001; 500,000,000 shares authorized; 55,698,229 and 6,033,450 shares issued and outstanding at February 28(29), 2021 and 2020, respectively | 6 | 2 |
Additional paidin capital | 762,362 | 64,071 |
Accumulated deficit | (371,520) | (320,868) |
Total stockholders' equity (deficit) | 390,848 | (256,795) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 475,510 | $ 73,248 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Consolidated Balance Sheets | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 19,513,996 |
Preferred stock, shares issued | 0 | 19,513,939 |
Preferred stock, shares outstanding | 0 | 19,513,939 |
Preferred stock, liquidation value | $ 239,244 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 55,699,052 | 6,033,450 |
Common stock, shares outstanding | 55,699,052 | 6,033,450 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Consolidated Statements of Operations | |||
Revenue | $ 170,358 | $ 132,507 | $ 94,811 |
Cost of revenue, excluding depreciation and amortization | 93,673 | 73,685 | 60,568 |
Operating expenses: | |||
Product and technology | 49,955 | 42,306 | 35,708 |
Sales and marketing | 33,711 | 30,050 | 23,456 |
General and administrative | 31,584 | 26,154 | 19,665 |
Depreciation and amortization | 8,212 | 8,516 | 9,391 |
Total operating expenses | 123,462 | 107,026 | 88,220 |
Loss from operations | (46,777) | (48,204) | (53,977) |
Interest expense, net | (3,724) | (2,925) | (2,374) |
Other expense | (147) | (107) | (90) |
Loss before income taxes | (50,648) | (51,236) | (56,441) |
Income tax expense | (4) | (129) | (55) |
Net loss | $ (50,652) | $ (51,365) | $ (56,496) |
Net loss per share, basic and diluted | $ (1.72) | $ (9.13) | $ (12.17) |
Weightedaverage common shares outstanding, basic and diluted | 29,370,594 | 5,626,713 | 4,641,256 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Convertible Preferred StockSeries E Convertible Preferred Stock | Convertible Preferred StockSeries F Convertible Preferred Stock | Convertible Preferred Stock | Common stockIPO | Common stockFollow-on offering | Common stock | Additional paid-in capitalSeries E Convertible Preferred Stock | Additional paid-in capitalSeries F Convertible Preferred Stock | Additional paid-in capitalIPO | Additional paid-in capitalFollow-on offering | Additional paid-in capital | Accumulated deficit | Series E Convertible Preferred Stock | Series F Convertible Preferred Stock | IPO | Follow-on offering | Total |
Balance at Feb. 28, 2018 | $ 1 | $ 29,310 | $ (213,007) | $ (183,696) | |||||||||||||
Balance (shares) at Feb. 28, 2018 | 3,242,319 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of common stock warrants in connection with sale of preferred stock | $ 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 (in shares) | 253,087 | ||||||||||||||||
Issuance of common stock warrants in connection with sale of preferred stock | $ 2,279 | 2,279 | |||||||||||||||
Stock-based compensation expense | 5,721 | 5,721 | |||||||||||||||
Net loss | (56,496) | (56,496) | |||||||||||||||
Balance at Feb. 28, 2019 | $ 1 | 38,881 | (269,503) | (230,621) | |||||||||||||
Balance (shares) at Feb. 28, 2019 | 3,616,549 | ||||||||||||||||
Balance at Feb. 28, 2018 | $ 167,010 | ||||||||||||||||
Balance (shares) at Feb. 28, 2018 | 16,545,536 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||
Sale of preferred stock, net | $ 47,654 | ||||||||||||||||
Sale preferred stock, net (in shares) | 2,095,365 | ||||||||||||||||
Balance at Feb. 28, 2019 | $ 214,664 | ||||||||||||||||
Balance (shares) at Feb. 28, 2019 | 18,640,901 | ||||||||||||||||
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 (in shares) | 289,320 | ||||||||||||||||
Issuance of common stock warrants in connection with sale of preferred stock | 779 | $ 1,585 | 779 | ||||||||||||||
Issuance of common stock in connection with joint development agreement | 3,869 | ||||||||||||||||
Issuance Of Common Stock In Connection With Joint Development Agreement | 3,869 | 3,869 | |||||||||||||||
Issuance Of Common Stock In Connection With Joint Development Agreement, Shares | 251,211 | ||||||||||||||||
Exercise of stock options and common stock warrants | $ 1 | 6,791 | 6,792 | ||||||||||||||
Exercise of stock options and common stock warrants (in shares) | 1,876,370 | ||||||||||||||||
Issuance of common stock warrants in connection with sale of preferred stock | $ 1,585 | 1,585 | |||||||||||||||
Stock-based compensation expense | 6,002 | 6,002 | |||||||||||||||
Net loss | (51,365) | (51,365) | |||||||||||||||
Balance at Feb. 29, 2020 | $ 2 | 64,071 | (320,868) | (256,795) | |||||||||||||
Balance (shares) at Feb. 29, 2020 | 6,033,450 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||
Sale of preferred stock, net | $ 18,358 | ||||||||||||||||
Sale preferred stock, net (in shares) | 873,038 | ||||||||||||||||
Balance at Feb. 29, 2020 | $ 233,022 | $ 140,720 | $ 18,358 | $ 233,022 | |||||||||||||
Balance (shares) at Feb. 29, 2020 | 19,513,939 | 6,089,159 | 873,038 | 19,513,939 | |||||||||||||
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 (in shares) | 97,812 | ||||||||||||||||
Issuance of common stock in lieu of bonus payment | 5,735 | ||||||||||||||||
Exercise of stock options and common stock warrants | 9,272 | 9,272 | |||||||||||||||
Exercise of stock options and common stock warrants (in shares) | 1,342,801 | ||||||||||||||||
Issuance of common stock offering, net of issuance costs | $ 1 | $ 1 | $ 231,227 | $ 208,046 | $ 231,228 | $ 208,047 | |||||||||||
Issuance of common stock offering, net of issuance costs (in shares) | 11,526,134 | 5,750,000 | |||||||||||||||
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 | |||||||||||||||
Issuance of common stock in connection with the employee stock purchase plan | 1,259 | 1,259 | |||||||||||||||
Issuance of common stock in connection with the employee stock purchase plan (in share) | 67,498 | ||||||||||||||||
Stock-based compensation expense | 9,576 | 9,576 | |||||||||||||||
Net loss | (50,652) | (50,652) | |||||||||||||||
Balance at Feb. 28, 2021 | $ 6 | $ 762,362 | $ (371,520) | $ 390,848 | |||||||||||||
Balance (shares) at Feb. 28, 2021 | 55,699,052 | ||||||||||||||||
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 (shares) at Feb. 28, 2021 | 0 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Feb. 28, 2021USD ($) | |
IPO | |
Issuance costs | $ 4,596 |
Follow-on offering | |
Issuance costs | $ 600 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (50,652) | $ (51,365) | $ (56,496) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 8,212 | 8,516 | 9,391 |
Amortization of deferred contract acquisition costs | 1,657 | 985 | 794 |
Noncash interest expense | 2,252 | 834 | 425 |
Noncash bonus | 5,884 | 569 | |
Loss on disposal of equipment | 299 | ||
Stockbased compensation expense | 9,576 | 6,002 | 5,721 |
Changes in operating assets and liabilities: | |||
Accounts receivable and unbilled revenue | (10,648) | (683) | 6,522 |
Accounts payable and accrued expenses | 2,991 | 5,838 | 1,515 |
Deferred contract acquisition costs | (4,690) | (2,399) | (2,499) |
Deferred revenue and due to customers | (2,700) | 2,286 | 16,192 |
Accrued compensation | 16,356 | (1,671) | 2,381 |
Deferred rent and other liabilities | (505) | 220 | (555) |
Other assets | 2,919 | (8,993) | (508) |
Net cash used in operating activities | (25,232) | (34,247) | (16,548) |
Cash flows from investing activities: | |||
Capitalized software development costs | (374) | (1,943) | |
Purchases of property and equipment | (1,991) | (3,315) | (1,175) |
Net cash paid in acquisition of MD Insider | (206) | ||
Earnout payments to MD Insider | (58) | ||
Net cash used in investing activities | (2,423) | (3,521) | (3,118) |
Cash flows from financing activities: | |||
Proceeds from public offerings, net of underwriters' discounts and commissions and offering costs | 439,410 | ||
Proceeds from sale of Series F Preferred Stock, net | 19,943 | 49,933 | |
Proceeds from stock purchases under employee stock purchase plan | 2,379 | ||
Proceeds from stock option and warrant exercises | 9,348 | 6,619 | 1,002 |
Proceeds from borrowings on debt | 51,166 | 1,660 | 3,000 |
Repayments of debt principal | (73,166) | (5,000) | |
Payments related to debt retirement | (753) | ||
Principal payments under capital leases | (102) | ||
Net cash provided by financing activities | 428,384 | 28,222 | 48,833 |
Net increase (decrease) in cash and cash equivalents | 400,729 | (9,546) | 29,167 |
Cash and cash equivalents, beginning of period | 33,155 | 42,701 | 13,534 |
Cash and cash equivalents, end of period | 433,884 | 33,155 | 42,701 |
Supplemental cash flow information: | |||
Interest paid | 2,296 | 2,391 | 2,609 |
Issuance of common stock in lieu of cash bonus | 5,735 | 569 | |
Fixed assets included in accounts payable | 232 | 45 | $ 93 |
Other receivable related to stock option exercises | 97 | 173 | |
Income taxes paid | 149 | 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 | $ 156 | 6,164 | |
Common stock warrants issued in connection with debt | $ 779 |
Background
Background | 12 Months Ended |
Feb. 28, 2021 | |
Background | |
Background | (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, 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 from the issuance of these consolidated financial statements. 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. Subsequent to February 28, 2021, the Company paid approximately $236,200 related to the acquisition of Innovation Specialists LLC d/b/a 2nd.MD (2nd.MD), including related expenses, and received $244,900 in proceeds, net of estimated expenses (including capped calls), in an offering of convertible senior notes. See note 16 for further details. (c) 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, there continues to be uncertainty as to the extent to which the COVID-19 pandemic may adversely impact its business and operations, and the Company will continue to closely monitor for any changes to the Company’s operations and the operations of our customers. (d) 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 . Upon the closing of the IPO, all shares of outstanding convertible preferred stock converted into (e) Follow-on Public Offering On October 26, 2020, the Company closed a follow-on public offering of common stock in which the Company issued and sold 5,750,000 shares (inclusive of the underwriters’ over-allotment option to purchase 750,000 shares) of common stock at $38.50 per share. The Company received net proceeds of $208,046 after deducting underwriting discounts and commissions, as well as offering costs of $600, all of which were paid as of February 28, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 28, 2021 | |
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(29), 2021, 2020, and 2019, 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(29), 2021, 2020, and 2019, the Company capitalized $374, $3,005, and $1,943, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the fiscal years ended February 28(29), 2021, 2020, and 2019, $4,560, $4,533, and $5,836, 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(29), 2021, 2020, and 2019. (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 $1,450 and $846 in amortization expense during the fiscal years ended February 28(29), 2021 and 2020, respectively. (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 in 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 years ended February 28(29), 2021 and 2020. (l) 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 include stand ready services as discussed in the following sentence and reporting performance obligations. 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(29), 2021, 2020, and 2019. 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 28, 2021, $211,458 of revenue is expected to be recognized from remaining performance obligations and is expected to be recognized as follows: Year Ending February 28(29), 2022 $ 141,361 2023 49,988 2024 19,606 2025 503 Total $ 211,458 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 to the contract liability balances during the fiscal years ended February 28(29), 2021 and 2020 were the result of revenue recognized as well as net cash received. During the fiscal years ended February 28(29), 2021 and 2020, significant changes in the deferred revenue balances were the result of recognized revenue of $28,919 and $22,407, respectively, that were included in deferred revenue. In addition, significant changes to the contract asset balances during the fiscal years ended February 28(29), 2021 and 2020 were the result of revenue recognized as well as transfers to accounts receivable. Contract assets relating to unbilled revenue are transferred to accounts receivable when the right to consideration becomes unconditional. Revenue related to performance obligations satisfied in prior periods that was recognized during the years ended February28(29), 2021 and 2020 was $5,473 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 $3,501 and $1,495 for the years ended February 28(29), 2021 and 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 $1,106, $665, and $377 for the fiscal years ended February 28(29), 2021, 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. 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 $1,189 and $904 for the fiscal years ended February 28(29), 2021 and 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 $551, $320, and $417 for the fiscal years ended February 28(29), 2021, 2020, and 2019, respectively. (m) 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: Year Ended February 28(29), 2021 2020 2019 Customer 1 16.0 % 23.8 % 35.3 % Customer 2 11.8 % 12.6 % 2.7 % Customer 3 10.2 % 11.7 % 14.3 % Customer 4 9.8 % 10.4 % 7.7 % Customer 5 7.4 % 9.5 % 10.9 % Total 55.2 % 68.0 % 70.9 % Customers representing 10% or more of the Company’s revenue in each fiscal year had a total of $5,592 and $0 in accounts receivable outstanding at February 28(29), 2021 and 2020, respectively. (n) 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. (o) 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. (p) 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. (q) 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 (r) 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(29), 2021, 2020, and 2019, substantially all of Accolade’s long-lived assets were located in the United States, and all revenue was earned in the United States. (s) 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 are 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 $0 and $3,042 at February 28(29), 2021 and 2020, respectively, and are included within prepaid and other current assets on the accompanying consolidated balance sheet. (t) 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 Goodwill: In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 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, In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options and Derivatives and Hedging–Contracts in Entity’s Own Equity : Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Acquisition of MD Insider (MDI)
Acquisition of MD Insider (MDI) | 12 Months Ended |
Feb. 28, 2021 | |
Acquisition of MD Insider (MDI) | |
Acquisition of MD Insider (MDI) | (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 387,132 were issued as of February 28, 2021, 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 (which shares are included in the 387,132 shares issued as of February 28, 2021). The estimated fair value of the Company’s common stock and MDI Earnout was $5,114 and $1,050, respectively. The MDI Earnout was accounted for as an equity classified instrument and was 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. 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 years ended February 28(29), 2021 and 2020, the Company recorded amortization expense of $1,450 and $846, respectively. The remaining intangible asset balance will be fully amortized in the year ended February 28, 2022. 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. 28, 2021 | |
Property and Equipment | |
Property and Equipment | (4) Property and Equipment Property and equipment consisted of the following: February 28(29), 2021 2020 Capitalized software development costs $ 32,292 $ 35,867 Computer software 5,688 8,829 Computer equipment 8,386 9,383 Office equipment, furniture, and leasehold improvements 6,829 8,903 Office equipment and furniture under capital leases 312 1,251 53,507 64,233 Less accumulated depreciation (44,280) (50,608) Total $ 9,227 $ 13,625 Depreciation and amortization expense related to property and equipment was $6,762, $7,670, and $9,391 and for the fiscal years ended February 28(29), 2021, 2020, and 2019, respectively. During the fiscal year ended February 28, 2021, the Company wrote off $3,950 of fully-depreciated capitalized software, $3,236 of fully-depreciated computer software, $2,206 of fully-depreciated computer equipment, $2,760 of fully-depreciated office equipment, furniture, and leasehold improvements, and $939 of fully-depreciated office equipment and furniture under capital leases. 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. 28, 2021 | |
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), 2021 2020 Accrued professional and consulting fees $ 2,202 $ 3,375 Accrued software, hardware, and communication costs 400 228 Accrued litigation matter — 1,100 Accrued taxes 1,074 512 Accrued other 1,169 1,365 Total $ 4,845 $ 6,580 See note 13 for discussion regarding accrued litigation matter. Accrued compensation at February 28(29), 2021 and 2020 includes $37 and $4,905, respectively, of payroll withholding taxes payable related to the exercise of nonqualified stock options during the preceding fiscal year. The Company has corresponding receivables for the same amounts, which are classified in prepaid and other current assets in the Company’s consolidated balance sheets. Included in accrued compensation at February 29, 2020 is 5.0 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Feb. 28, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | (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, 2021 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 283,245 $ — $ — $ 283,245 February 29, 2020 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 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. The Company had |
Debt Facility
Debt Facility | 12 Months Ended |
Feb. 28, 2021 | |
Debt Facility | |
Debt Facility | (7) 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 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 Amendment 1, interest on the outstanding balance was payable monthly at a rate of per annum, compounded monthly, and was due at maturity. Additionally, the Company was required to pay an exit fee equal to 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 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 per annum, compounded monthly, and was due at maturity. Additionally, the Company was required to pay a prepayment fee equal to 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 During the fiscal years ended February 28(29), 2021, 2020, and 2019, the Company recorded interest expense of $2,837, $2,858, and $2,844, respectively, related to the Term Loan of which $1,045, $280, and $291 , respectively, related to the amortization of the debt discount. For the year ended February 28, 2021, amortization of the debt discount included Long-term debt consisted of the following at February 29, 2020: February 29, 2020 Principal outstanding $ 22,000 Interest payable‑in‑kind 273 Unamortized issuance costs (1,129) Total $ 21,144 Revolving Credit Facility The 2017 Revolver was a 24-month 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 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 had the capacity to borrow up to $50,000 on a revolving facility, and to the extent certain customer bookings thresholds were achieved, the capacity on the 2019 Revolver could increase by an additional amount of up to $30,000 (resulting in a 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). During November 2020, the Company entered into an amendment to the 2019 Revolver, increasing the borrowing capacity to the maximum of $80,000. The 2019 Revolver contains a liquidity covenant calculated based on cash on hand plus available borrowings under the 2019 Revolver, a revenue covenant and certain reporting covenants. As of February 28(29), 2021 and 2020, the Company had outstanding letters of credit to serve as office landlord security deposits in the amount of $1,084 and $1,334, respectively. These letters of credit are secured through the revolving credit facility, thus reducing the capacity of the revolving credit facility at February 28, 2021 to $78,916 . The 2019 Revolver has a term of 24 months, and there is an automatic extension of an additional 12-month 350 250 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 fiscal years ended February 28(29), 2021, 2020, and 2019, the Company recorded interest expense of $1,106, $273, and $72, respectively, related to the revolving credit facility of which $279, $195, and $31, respectively, related to the amortization of deferred financing fees. As of February 28(29), 2021 and 2020, the balance of deferred financing fees was $93 and $372, 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 of the 2019 Revolver which modified the amount of cash required to be held at each of the two lenders participating in the 2019 Revolver. On November 6, 2020, the Company entered into a third amendment to the 2019 Revolver, increasing the borrowing capacity to the maximum of $80,000 . On March 2, 2021 and March 23, 2021, the Company entered into a fourth and fifth amendment, respectively, to the 2019 Revolver. See Note 16 for additional information. The 2019 Revolver is collateralized by substantially all of the assets of the Company. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Feb. 28, 2021 | |
Stockholders' Equity (Deficit) | |
Stockholders' Equity (Deficit) | (8) Stockholders’ Equity (Deficit) (a) 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 and, as of February 28, 2021, there were no shares of convertible preferred stock outstanding. 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 had 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 had 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 was 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 was 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 was 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 received for each share of preferred stock held a number of shares of common stock as was 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 was to be automatically 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 elected to convert their shares to common stock in connection with the IPO. No dividend was to be declared or paid on any shares of any other series or class of shares of the Company unless and until such distribution was 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 was paid on such other equity interests. No dividends were declared or paid. 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 would have been 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 were not sufficient to distribute such amounts, each holder would 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 would 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 were then convertible. The preferred stockholders had the right to one vote for each share of common stock into which their preferred stock could then be converted. The preferred stock was subject to redemption under certain deemed liquidation events, as defined in the Company’s charter, and as such, the preferred stock was considered contingently redeemable for accounting purposes. (b) Common Stock 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 $231,228 , after deducting underwriting discounts, commissions, and offering costs. In addition, the Company issued shares of common stock as a result of the automatic net exercise of warrants. The Company closed its follow-on public offering on October 26, 2020, during which the Company issued and sold 5,750,000 shares of common stock at an issuance price of $38.50 per share resulting in net proceeds of $208,046 after deducting underwriting discounts, commissions, and offering costs. |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Feb. 28, 2021 | |
Stock Options and Warrants | |
Stock Options and Warrants | (9) Equity-based Compensation and Warrants The following table summarizes the amount of stock-based compensation included in the consolidated statements of operations: Year Ended February 28(29), 2021 2020 2019 Cost of revenue $ 948 $ 318 $ 255 Product and technology 3,387 1,674 1,108 Sales and marketing 2,376 1,482 1,199 General and administrative 2,865 2,528 3,159 Total stock‑based compensation $ 9,576 $ 6,002 $ 5,721 (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 one . As of February 28, 2021 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 required 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 forfeitures as they occur. All stock options outstanding at February 28, 2021 are expected to vest according to their specific schedules. During the years ended February 28(29), 2021, 2020 and 2019, the Company recognized $7,743, $6,002, and $5,721, respectively, of compensation expense related to stock options. The Company did not capitalize any stock-based compensation expense to deferred costs for the years ended February 28(29), 2021 and 2020. The weighted average grant date fair value for stock options granted during the years ended February 28(29), 2021, 2020 and 2019, was $11.42, $5.40, and $2.95, 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: Year Ended February 28(29), 2021 2020 2019 Estimated fair value of common stock $9.62-$31.27 $2.40-$3.35 $4.80-$9.55 Exercise price $15.40-$50.88 $4.70-$6.75 $9.60-$18.70 Expected volatility 68%-78% 46%-50% 50% Expected term (in years) 5.00-6.25 6.25 6.25 Risk‑free interest rate 0.30%-0.64% 2.65%-2.94% 1.67%-2.62% Dividend yield — — — The following is a summary of stock option activity under the Option Plan and Incentive 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 Granted 2,167,775 $ 17.47 Exercised (1,182,099) $ 5.98 Forfeited (257,963) $ Balance, February 28, 2021 8,723,769 $ 8.97 7.0 years $ 308,521,503 Vested and expected to vest as of February 28, 2021 8,520,372 $ 8.95 7.0 years $ 301,383,636 Exercisable as of February 28, 2021 5,441,241 $ 6.43 5.8 years $ 206,263,052 The aggregate intrinsic value of stock options exercised was $32,972, $22,033, and $305 for the years ended February 28(29), 2021, 2020, and 2019, respectively. As of February 28, 2021, approximately $22,736 of unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 2.0 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) Restricted Stock Units 2021 one Restricted Stock Units Balance, February 29, 2020 — Granted 191,415 Vested (702) Forfeited — Balance, February 28, 2021 190,713 (c) Common Stock Warrants 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. 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-year term, ending July 19, 2029. The Company calculated the fair value of the 2019 Term Loan Warrant using the Black-Scholes option pricing model, and the fair value of the 2019 Term Loan Warrant was determined to be $528. This amount was recorded as a debt discount and was amortized ratably over the Term Loan period. 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-year term, ending July 19, 2029. The Company calculated the fair value of the 2019 Revolver Warrants using the Black-Scholes option pricing model, and the fair value of the 2019 Revolver Warrants was determined to be $251. The following table summarizes the activity for the Company’s warrants for the periods presented: Common Stock Warrants 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 Issued — Exercised (160,000) Automatic exercise of warrants in connection with IPO (1,493,268) Balance, February 28, 2021 — 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 (d) Employee Stock Purchase Plan In July 2020, the Board of Directors adopted the Company’s 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 Under the ESPP, eligible employees can purchase the Company’s common stock through accumulated payroll deductions at such times as are established by the compensation committee. Eligible employees may purchase the Company’s common stock at of the lower of the fair market value of the Company’s common stock on the first day of the offering period or on the last day of the offering period. Eligible employees may contribute up to of their eligible compensation. Under the ESPP, a participant may not accrue rights to purchase more than Employees who elect to participate in the ESPP commence payroll withholdings that accumulate through the end of the respective period. In accordance with the guidance in ASC 718-50, Compensation – Stock Compensation of the lower of the price on the first day of the offering period or the last day of the offering period (i.e. the purchase date) represents an option and, therefore, the ESPP is a compensatory plan under this guidance. Accordingly, share-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the withholding period. The Company recognized share-based compensation expense of During the year ended February 28, 2021, employees who elected to participate in the ESPP purchased a total of 67,498 shares of common stock, resulting in cash proceeds to the Company of $1,259 . An additional |
Defined Contribution Retirement
Defined Contribution Retirement Plan | 12 Months Ended |
Feb. 28, 2021 | |
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 $1,599, $1,356, and $1,260 in 2021, 2020, and 2019, respectively, which were funded subsequent to each respective year-end. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 28, 2021 | |
Income Taxes | |
Income Taxes | (11) Income Taxes Loss before income taxes consists of the following components: Year Ended February 28(29), 2021 2020 2019 Domestic $ (50,934) $ (51,794) $ (56,585) Foreign 286 558 144 Total $ (50,648) $ (51,236) $ (56,441) Significant components of income taxes are as follows: Year Ended February 28(29), 2021 2020 2019 Current: Federal $ — $ — $ — State and Local 37 — — Foreign 141 129 55 Total Current 178 129 55 Deferred: Federal — — — State and Local — — — Foreign (174) — — Total deferred (174) — — Provision (benefit) for income taxes $ 4 $ 129 $ 55 A reconciliation of income tax expense at the U.S. Federal statutory income tax rate to actual income tax provision is as follows: Year Ended February 28(29), 2021 2020 2019 Federal income tax expense at statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 4.6 7.5 6.0 Stock-based compensation (0.2) 3.9 (2.1) Transaction costs 0.0 (0.2) 0.0 Changes in valuation allowances (25.4) (31.4) (24.8) Other 0.0 (1.0) (0.2) Effective Income Tax Rate 0.0 % (0.2) % (0.1) % Income tax expense for the fiscal years ended February 28(29), 2021, 2020, and 2019 differ from the U.S. statutory income tax rate primarily 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(29), 2021 and 2020 are as follows: February 28(29), 2021 2020 Deferred tax assets: Net operating loss and tax credit carryforwards $ 84,879 $ 76,508 Other accruals and reserves 6,107 3,413 Stock‑based compensation 871 561 Deferred rent 1,181 1,280 Interest expense deduction limitation carryforward 2,312 1,549 Property, plant & equipment 523 526 Other 820 355 Valuation allowance (96,516) (83,640) Deferred tax assets 177 552 Deferred tax liabilities: Intangibles (3) (552) Deferred tax liabilities (3) (552) Net deferred taxes $ 174 $ — Net operating loss carryforwards amounted to $307,398 for U.S. federal and $283,377 for U.S. states at February 28, 2021 and $272,804 and $258,875, respectively, at February 29, 2020. These operating loss carryforwards related to the 2010 through current 2020 tax periods. At February 28, 2021, 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 $31,695 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 28, 2021. 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 28, 2021, 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, 2021 and February 29, 2020 for U.S. Federal and state tax purposes. The Company had previously maintained a full valuation allowance associated with its Czech Republic entity. During the current year, due to the earnings history of its Czech Republic entity, the Company released the valuation allowance of its deferred tax assets. The changes in the valuation allowance were as follows: Year Ending February 28(29), 2021 2020 Balance at the beginning of the period $ 83,640 $ 61,902 Increase due to NOLs and temporary differences 12,876 16,100 Increase due to acquisitions — 5,638 Balance at the end of the period $ 96,516 $ 83,640 The Company has recorded a deferred tax asset of $2,312 for interest expense limited under the Tax Act at February 28, 2021. 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, 2021 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, 2021 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 | 12 Months Ended |
Feb. 28, 2021 | |
Net Loss Per Share Attributable to Common Stockholders | |
Net Loss Per Share Attributable to Common Stockholders | (12) Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per common share: Year Ended February 28(29), 2021 2020 2019 Net loss $ (50,652) $ (51,365) $ (56,496) Net loss per common share, basic and diluted $ (1.72) $ (9.13) $ (12.17) Weighted‑average shares used to compute net loss per common share, basic and diluted 29,370,594 5,626,713 4,641,256 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: Year Ended February 28(29), 2021 2020 2019 Stock options 8,723,769 7,996,056 8,147,544 Unvested restricted stock units 190,713 — — Common stock warrants — 317,861 182,288 Total 8,914,482 8,313,917 8,329,832 |
Commitments
Commitments | 12 Months Ended |
Feb. 28, 2021 | |
Commitments | |
Commitments | (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 $6,304, $5,143, and $4,294 for the fiscal years ended February 28(29), 2021, 2020, and 2019, respectively. As of February 28(29), 2021 and 2020, the Company had security deposits of $468 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 were $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: Year Ending February 28(29), 2022 $ 6,587 2023 6,577 2024 6,625 2025 5,664 2026 5,790 Thereafter 15,726 $ 46,969 (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 | 12 Months Ended |
Feb. 28, 2021 | |
Change Healthcare Joint Development Agreement | |
Change Healthcare Joint Development Agreement | (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. The future data license fee payments the Company owes under this agreement for the years noted are as follows: Year Ending February 28(29), 2022 $ 215 2023 230 2024 245 2025 260 $ 950 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 vest upon the achievement of certain product development milestones, as defined. During the year ended February 28, 2021, the remaining 100,484 restricted shares vested upon the achievement of those 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 in the amount of $3,005 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 are amortized within depreciation and amortization in the Company’s consolidated statement of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Feb. 28, 2021 | |
Related Party Transactions | |
Related Party Transactions | (15) Related Party Transactions Entities affiliated with one of the Company’s significant customers owned more than 5% of the Company’s outstanding stock during the years ended February 28(29), 2021, 2020, and 2019. As of February 28, 2021, these entities no longer own more than 5% of the Company’s outstanding stock. Revenues related to this customer were $27,300, $31,556, and $33,433 during the fiscal years ended February 28(29), 2021, 2020, and 2019, respectively. There were $2,325 and $0 in accounts receivable outstanding with this customer as of February 28(29), 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Feb. 28, 2021 | |
Subsequent Events | |
Subsequent Events | (16) Subsequent Events Acquisition of 2nd.MD On March 3, 2021, the Company acquired 2nd.MD, a Texas limited liability company. 2nd.MD is a leading expert medical opinion and medical decision support company based in Houston, TX. Under the terms of the Agreement and Plan of Merger, the Company provided cash consideration of shares in Accolade common stock. The Company will issue up to an additional shares of common stock upon achievement of defined revenue milestones following the closing. The Company is in the process of accounting for this transaction and expects to disclose the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed in the Company’s subsequent Form 10-Q. For the year ended February 28, 2021, the Company incurred Offering of Convertible Senior Notes In connection with the pricing of the Notes, Accolade entered into capped call transactions with certain of the initial purchasers and/or their respective affiliates and another financial institution. The capped call transactions will cover, subject to customary adjustments, the number of shares of Accolade’s common stock that initially underlie the Notes. The capped call transactions are expected to offset the potential dilution to Accolade’s common stock as a result of the conversion of the Notes, with such offset subject to a cap initially equal to $76.20. The net proceeds from the offering of the Notes was $279,300, after deducting the initial purchasers’ discount and estimated expenses payable by Accolade. The Company used $34,400 of the net proceeds from the Note offering to pay the costs of the capped call transactions in connection with the Note offering. Amendments to Revolving Credit Facility On March 2, 2021, the Company entered into an amendment to the 2019 Revolver in association with the acquisition of 2nd.MD to be completed and amended certain revenue covenants. On March 23, 2021, the Company entered into an amendment to the 2019 Revolver in association with the issuance of the Convertible Senior Notes. Pending Acquisition of PlushCare On April 23, 2021, the Company announced it has signed a definitive agreement to acquire PlushCare, Inc., a Delaware corporation (PlushCare). PlushCare is a leading provider of virtual primary care and mental health treatment based in San Francisco, CA. Under the terms of the agreement, the purchase price of up to $450,000 will consist of $40,000 in cash, $340,000 in Accolade common stock, and up to an additional $70,000 of Accolade common stock payable upon the achievement of defined revenue milestones following the closing. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 28, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of 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(29), 2021, 2020, and 2019, 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 | (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(29), 2021, 2020, and 2019, the Company capitalized $374, $3,005, and $1,943, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the fiscal years ended February 28(29), 2021, 2020, and 2019, $4,560, $4,533, and $5,836, 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(29), 2021, 2020, and 2019. |
Intangible Assets | (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 $1,450 and $846 in amortization expense during the fiscal years ended February 28(29), 2021 and 2020, respectively. |
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 in 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 years ended February 28(29), 2021 and 2020. |
Revenue and Deferred Revenue | (l) 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 include stand ready services as discussed in the following sentence and reporting performance obligations. 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(29), 2021, 2020, and 2019. 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 28, 2021, $211,458 of revenue is expected to be recognized from remaining performance obligations and is expected to be recognized as follows: Year Ending February 28(29), 2022 $ 141,361 2023 49,988 2024 19,606 2025 503 Total $ 211,458 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 to the contract liability balances during the fiscal years ended February 28(29), 2021 and 2020 were the result of revenue recognized as well as net cash received. During the fiscal years ended February 28(29), 2021 and 2020, significant changes in the deferred revenue balances were the result of recognized revenue of $28,919 and $22,407, respectively, that were included in deferred revenue. In addition, significant changes to the contract asset balances during the fiscal years ended February 28(29), 2021 and 2020 were the result of revenue recognized as well as transfers to accounts receivable. Contract assets relating to unbilled revenue are transferred to accounts receivable when the right to consideration becomes unconditional. Revenue related to performance obligations satisfied in prior periods that was recognized during the years ended February28(29), 2021 and 2020 was $5,473 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 $3,501 and $1,495 for the years ended February 28(29), 2021 and 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 $1,106, $665, and $377 for the fiscal years ended February 28(29), 2021, 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. 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 $1,189 and $904 for the fiscal years ended February 28(29), 2021 and 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 $551, $320, and $417 for the fiscal years ended February 28(29), 2021, 2020, and 2019, respectively. |
Concentration of Credit Risk | (m) 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: Year Ended February 28(29), 2021 2020 2019 Customer 1 16.0 % 23.8 % 35.3 % Customer 2 11.8 % 12.6 % 2.7 % Customer 3 10.2 % 11.7 % 14.3 % Customer 4 9.8 % 10.4 % 7.7 % Customer 5 7.4 % 9.5 % 10.9 % Total 55.2 % 68.0 % 70.9 % Customers representing 10% or more of the Company’s revenue in each fiscal year had a total of $5,592 and $0 in accounts receivable outstanding at February 28(29), 2021 and 2020, respectively. |
Stock Based Compensation | (n) 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 | (o) 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 | (p) 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 | (q) 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 | (r) 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(29), 2021, 2020, and 2019, 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 | (s) 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 are 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 $0 and $3,042 at February 28(29), 2021 and 2020, respectively, and are included within prepaid and other current assets on the accompanying consolidated balance sheet. |
New Accounting Pronouncements Not Yet Adopted | (t) 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 Goodwill: In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 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, In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options and Derivatives and Hedging–Contracts in Entity’s Own Equity : Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
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 | Year Ending February 28(29), 2022 $ 141,361 2023 49,988 2024 19,606 2025 503 Total $ 211,458 |
Summary of revenue as a percentage of total revenue | Year Ended February 28(29), 2021 2020 2019 Customer 1 16.0 % 23.8 % 35.3 % Customer 2 11.8 % 12.6 % 2.7 % Customer 3 10.2 % 11.7 % 14.3 % Customer 4 9.8 % 10.4 % 7.7 % Customer 5 7.4 % 9.5 % 10.9 % Total 55.2 % 68.0 % 70.9 % |
Acquisition of MD Insider (MD_2
Acquisition of MD Insider (MDI) (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Acquisition of MD Insider (MDI) | |
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. 28, 2021 | |
Property and Equipment | |
Schedule of Property and Equipment | February 28(29), 2021 2020 Capitalized software development costs $ 32,292 $ 35,867 Computer software 5,688 8,829 Computer equipment 8,386 9,383 Office equipment, furniture, and leasehold improvements 6,829 8,903 Office equipment and furniture under capital leases 312 1,251 53,507 64,233 Less accumulated depreciation (44,280) (50,608) Total $ 9,227 $ 13,625 |
Accrued Expenses and Accrued _2
Accrued Expenses and Accrued Compensation (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Accrued Expenses and Accrued Compensation | |
Schedule of Accrued Expenses | February 28(29), 2021 2020 Accrued professional and consulting fees $ 2,202 $ 3,375 Accrued software, hardware, and communication costs 400 228 Accrued litigation matter — 1,100 Accrued taxes 1,074 512 Accrued other 1,169 1,365 Total $ 4,845 $ 6,580 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Fair Value Measurements | |
Schedule of fair value of financial assets | February 28, 2021 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 283,245 $ — $ — $ 283,245 February 29, 2020 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 |
Debt facility (Tables)
Debt facility (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Debt Facility | |
Schedule Of Debt | February 29, 2020 Principal outstanding $ 22,000 Interest payable‑in‑kind 273 Unamortized issuance costs (1,129) Total $ 21,144 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Stockholders' Equity (Deficit) | |
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) | 12 Months Ended |
Feb. 28, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock-based compensation | Year Ended February 28(29), 2021 2020 2019 Cost of revenue $ 948 $ 318 $ 255 Product and technology 3,387 1,674 1,108 Sales and marketing 2,376 1,482 1,199 General and administrative 2,865 2,528 3,159 Total stock‑based compensation $ 9,576 $ 6,002 $ 5,721 |
Schedule of weighted average assumptions | Year Ended February 28(29), 2021 2020 2019 Estimated fair value of common stock $9.62-$31.27 $2.40-$3.35 $4.80-$9.55 Exercise price $15.40-$50.88 $4.70-$6.75 $9.60-$18.70 Expected volatility 68%-78% 46%-50% 50% Expected term (in years) 5.00-6.25 6.25 6.25 Risk‑free interest rate 0.30%-0.64% 2.65%-2.94% 1.67%-2.62% Dividend yield — — — |
Schedule of stock option activity | 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 Granted 2,167,775 $ 17.47 Exercised (1,182,099) $ 5.98 Forfeited (257,963) $ Balance, February 28, 2021 8,723,769 $ 8.97 7.0 years $ 308,521,503 Vested and expected to vest as of February 28, 2021 8,520,372 $ 8.95 7.0 years $ 301,383,636 Exercisable as of February 28, 2021 5,441,241 $ 6.43 5.8 years $ 206,263,052 |
Schedule of warrants | Common Stock Warrants 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 Issued — Exercised (160,000) Automatic exercise of warrants in connection with IPO (1,493,268) Balance, February 28, 2021 — |
Time Based Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock option activity | Restricted Stock Units Balance, February 29, 2020 — Granted 191,415 Vested (702) Forfeited — Balance, February 28, 2021 190,713 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Income Taxes | |
Schedule of components of loss before income taxes | Year Ended February 28(29), 2021 2020 2019 Domestic $ (50,934) $ (51,794) $ (56,585) Foreign 286 558 144 Total $ (50,648) $ (51,236) $ (56,441) |
Schedule of significant components of income taxes | Year Ended February 28(29), 2021 2020 2019 Current: Federal $ — $ — $ — State and Local 37 — — Foreign 141 129 55 Total Current 178 129 55 Deferred: Federal — — — State and Local — — — Foreign (174) — — Total deferred (174) — — Provision (benefit) for income taxes $ 4 $ 129 $ 55 |
Schedule of reconciliation of income tax expense at the U.S. Federal statutory income tax rate to actual income tax provision | Year Ended February 28(29), 2021 2020 2019 Federal income tax expense at statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 4.6 7.5 6.0 Stock-based compensation (0.2) 3.9 (2.1) Transaction costs 0.0 (0.2) 0.0 Changes in valuation allowances (25.4) (31.4) (24.8) Other 0.0 (1.0) (0.2) Effective Income Tax Rate 0.0 % (0.2) % (0.1) % |
Schedule of significant components of the Company's deferred tax assets and liabilities | February 28(29), 2021 2020 Deferred tax assets: Net operating loss and tax credit carryforwards $ 84,879 $ 76,508 Other accruals and reserves 6,107 3,413 Stock‑based compensation 871 561 Deferred rent 1,181 1,280 Interest expense deduction limitation carryforward 2,312 1,549 Property, plant & equipment 523 526 Other 820 355 Valuation allowance (96,516) (83,640) Deferred tax assets 177 552 Deferred tax liabilities: Intangibles (3) (552) Deferred tax liabilities (3) (552) Net deferred taxes $ 174 $ — |
Schedule of changes in valuation allowance | Year Ending February 28(29), 2021 2020 Balance at the beginning of the period $ 83,640 $ 61,902 Increase due to NOLs and temporary differences 12,876 16,100 Increase due to acquisitions — 5,638 Balance at the end of the period $ 96,516 $ 83,640 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Net Loss Per Share Attributable to Common Stockholders | |
Schedule of computation of basic and diluted net loss per share | Year Ended February 28(29), 2021 2020 2019 Net loss $ (50,652) $ (51,365) $ (56,496) Net loss per common share, basic and diluted $ (1.72) $ (9.13) $ (12.17) Weighted‑average shares used to compute net loss per common share, basic and diluted 29,370,594 5,626,713 4,641,256 |
Schedule of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders | Year Ended February 28(29), 2021 2020 2019 Stock options 8,723,769 7,996,056 8,147,544 Unvested restricted stock units 190,713 — — Common stock warrants — 317,861 182,288 Total 8,914,482 8,313,917 8,329,832 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Commitments | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Year Ending February 28(29), 2022 $ 6,587 2023 6,577 2024 6,625 2025 5,664 2026 5,790 Thereafter 15,726 $ 46,969 |
Change Healthcare Joint Devel_2
Change Healthcare Joint Development Agreement (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Change Healthcare Joint Development Agreement | |
Schedule of future data license fee payments | Year Ending February 28(29), 2022 $ 215 2023 230 2024 245 2025 260 $ 950 |
Background - Initial Public Off
Background - Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 29, 2021 | Mar. 03, 2021 | Oct. 26, 2020 | Jul. 07, 2020 | Feb. 28, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued on conversion of convertible preferred stock | 29,479,521 | ||||
Number of additional shares issued | 1,401,836 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued | 11,526,134 | ||||
Share Price | $ 22 | ||||
Proceeds from issuance of common stock | $ 231,228 | ||||
Offering Costs | $ 4,596 | ||||
Number of additional shares issued | 1,401,836 | ||||
Overallotment | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued | 750,000 | 1,503,408 | |||
Follow On Public Offering [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued | 5,750,000 | ||||
Share Price | $ 38.50 | ||||
Proceeds from issuance of common stock | $ 208,046 | ||||
Offering Costs | $ 600 | ||||
Subsequent Event [Member] | Convertible Senior Notes [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from notes | $ 244,900 | ||||
Subsequent Event [Member] | Innovation Specialists LLC [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Payments related to acquisition | $ 236,200 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Useful lives for property and equipment (Details) | 12 Months Ended |
Feb. 28, 2021 | |
Office equipment and furniture | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Computer software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Minimum | Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Minimum | Computer 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 | Computer 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 | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Amortization expenses | $ 8,212 | $ 8,516 | $ 9,391 |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Capitalized cost | $ 374 | 3,005 | 1,943 |
Amortization expenses | $ 4,560 | $ 4,533 | $ 5,836 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 1,450 | $ 846 |
MD Insider Inc | Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 2,900 | |
Estimated useful life | 2 years | |
Amortization expense | $ 1,450 | $ 846 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Revenue and Deferred Revenue (Details) $ in Thousands | Feb. 28, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 211,458 |
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 | $ 141,361 |
Revenue remaining performance obligation satisfaction period | 1 year |
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 | $ 49,988 |
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 | $ 19,606 |
Revenue remaining performance obligation satisfaction period | 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 | $ 503 |
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 | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Summary of Significant Accounting Policies | ||
Contract with customer liability revenue recognized | $ 28,919 | $ 22,407 |
Revenue related to performance obligations satisfied in prior periods | $ 5,473 | $ 4,479 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Cost to obtain and fulfill a contract (Details) - USD ($) | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Capitalized Contract Cost [Line Items] | |||
Deferred amortization term | 5 years | ||
Impairment loss on deferred commission | $ 0 | $ 0 | $ 0 |
Selling and Marketing Expense [Member] | |||
Capitalized Contract Cost [Line Items] | |||
Deferred implementation costs | 1,106,000 | 665,000 | 377,000 |
Amortization of contract cost | $ 1,106,000 | 665,000 | 377,000 |
Sales commission | |||
Capitalized Contract Cost [Line Items] | |||
Number of increments in which payment to sales person is made. | 2 | ||
Sales commission paid upon signing of contract (as a percent) | 75.00% | ||
Sales commission paid upon customer launch (as a percent) | 25.00% | ||
Deferred implementation costs | $ 3,501,000 | 1,495,000 | |
Amortization of contract cost | 3,501,000 | 1,495,000 | |
Customer set up cost | |||
Capitalized Contract Cost [Line Items] | |||
Deferred implementation costs | $ 551,000 | 320,000 | 417,000 |
Deferred amortization term | 5 years | ||
Amortization of contract cost | $ 551,000 | 320,000 | $ 417,000 |
Deferred Implementation Costs [Member] | |||
Capitalized Contract Cost [Line Items] | |||
Deferred implementation costs | 1,189,000 | 904,000 | |
Amortization of contract cost | $ 1,189,000 | $ 904,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Revenue [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Concentration Risk [Line Items] | |||
Accounts receivable | $ 5,592 | $ 0 | |
Customer Concentration Risk | Customer 1 | |||
Concentration Risk [Line Items] | |||
Revenue (as a percent) | 16.00% | 23.80% | 35.30% |
Customer Concentration Risk | Customer 2 | |||
Concentration Risk [Line Items] | |||
Revenue (as a percent) | 11.80% | 12.60% | 2.70% |
Customer Concentration Risk | Customer 3 | |||
Concentration Risk [Line Items] | |||
Revenue (as a percent) | 10.20% | 11.70% | 14.30% |
Customer Concentration Risk | Customer 4 | |||
Concentration Risk [Line Items] | |||
Revenue (as a percent) | 9.80% | 10.40% | 7.70% |
Customer Concentration Risk | Customer 5 | |||
Concentration Risk [Line Items] | |||
Revenue (as a percent) | 7.40% | 9.50% | 10.90% |
Customer Concentration Risk | Total | |||
Concentration Risk [Line Items] | |||
Revenue (as a percent) | 55.20% | 68.00% | 70.90% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | Feb. 28, 2021 | |
Impairment of Long Lived Assets | ||||
Impairment charges | $ 0 | $ 0 | $ 0 | |
Goodwill | ||||
Impairment charges | $ 0 | |||
Income Taxes | ||||
Unrecognized benefits | 0 | 0 | 0 | $ 0 |
Additions, reductions, or settlements during the year for unrecognized benefits | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Summary of Significant Accounting Policies | ||
Deferred Offering Costs | $ 0 | $ 3,042 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Unaudited Pro Forma Financial Information - (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | Jul. 07, 2020 | |
Summary of Significant Accounting Policies | ||||
Stock issued on conversion of convertible preferred stock | 29,479,521 | |||
Proceeds under our term loan | $ 51,166 | $ 1,660 | $ 3,000 |
Acquisition of MD Insider (MD_3
Acquisition of MD Insider (MDI) - Summary of Purchase Consideration (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Jul. 31, 2019 | Aug. 31, 2020 | Feb. 28, 2021 | Feb. 29, 2020 |
Common stock | |||||
Consideration Paid | |||||
Fair value of equity issued | $ 5,114 | ||||
Shares issued | 97,812 | 289,320 | |||
MD Insider Inc | |||||
Consideration Paid | |||||
Cash consideration | $ 324 | ||||
Fair value of equity issued | 5,114 | $ 1,050 | |||
Fair value of contingent consideration | 1,050 | ||||
Total consideration paid | 6,488 | ||||
Aggregate purchase price consideration | $ 6,488 | ||||
Shares issued | 387,132 | ||||
Additional shares issued | 100,607 | ||||
Acquisition related costs | $ 567 | ||||
MD Insider Inc | Common stock | |||||
Consideration Paid | |||||
Shares issued | 96,487 | 387,132 | |||
Maximum | MD Insider Inc | |||||
Consideration Paid | |||||
Shares issued | 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. 28, 2021 | Feb. 29, 2020 | Jul. 31, 2019 | |
Assets acquired: | |||
Goodwill | $ 4,013 | $ 4,013 | |
Liabilities assumed: | |||
Amortization period | 2 years | ||
Amortization expense | $ 1,450 | $ 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. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | $ 53,507 | $ 64,233 | |
Less accumulated depreciation | (44,280) | (50,608) | |
Total | 9,227 | 13,625 | |
Depreciation and amortization expense | 6,762 | 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 | ||
Capitalized software development costs | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 32,292 | 35,867 | |
Depreciation and amortization expense | 3,950 | ||
Computer software | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 5,688 | 8,829 | |
Depreciation and amortization expense | 3,236 | ||
Computer equipment | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 8,386 | 9,383 | |
Depreciation and amortization expense | 2,206 | ||
Office equipment, furniture, and leasehold improvements | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 6,829 | 8,903 | |
Depreciation and amortization expense | 2,760 | ||
Office Equipment And Furniture Under Capital Leases [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 312 | $ 1,251 | |
Depreciation and amortization expense | $ 939 |
Accrued Expenses and Accrued _3
Accrued Expenses and Accrued Compensation (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Accrued Expenses and Accrued Compensation | ||
Accrued professional and consulting fees | $ 2,202 | $ 3,375 |
Accrued software, hardware, and communication costs | 400 | 228 |
Accrued litigation matter | 1,100 | |
Accrued taxes | 1,074 | 512 |
Accrued other | 1,169 | 1,365 |
Total | $ 4,845 | $ 6,580 |
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 | Feb. 28, 2021 | 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 | $ 37 | ||
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 | Feb. 28, 2021 | Feb. 29, 2020 |
Cash equivalents: | ||
Outstanding debt | $ 0 | |
Money Market Funds | ||
Cash equivalents: | ||
Fair value | 283,245 | $ 21,332 |
Money Market Funds | Level 1 | ||
Cash equivalents: | ||
Fair value | $ 283,245 | 21,332 |
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 ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2020 | May 31, 2020 | Jul. 31, 2019 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | Nov. 06, 2020 | Jun. 29, 2020 | Feb. 28, 2017 | Jan. 30, 2017 | |
Debt Instrument [Line Items] | ||||||||||
Outstanding borrowings | $ 22,000 | |||||||||
Debt issuance cost | 1,129 | |||||||||
Accrued interest payable in kind | 273 | |||||||||
Repayment of accrued interest in kind | $ 2,252 | 834 | $ 425 | |||||||
Proceeds under our term loan | $ 51,166 | 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 | |||||||
Interest Rate | 8.00% | 10.00% | 11.75% | |||||||
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% | |||||||||
Interest Expense, Debt | $ 2,837 | 2,858 | 2,844 | |||||||
Amortization of Debt Issuance Costs and Discounts | 1,045 | 280 | 291 | |||||||
Repayment of principal portion of debt | $ 24,500 | |||||||||
Repayment of accrued interest in kind | 600 | |||||||||
Debt instrument end charges | 251 | 251 | ||||||||
Debt instrument prepayment fee | $ 502 | 502 | ||||||||
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] | ||||||||||
Maximum Borrowing Capacity | $ 20,000 | |||||||||
Debt issuance cost | $ 61 | |||||||||
Revolving Credit Facility, 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum Borrowing Capacity | $ 50,000 | $ 80,000 | ||||||||
Debt issuance cost | 543 | |||||||||
Line of Credit Facility, Additional Borrowing Capacity | $ 30,000 | |||||||||
Interest Expense, Debt | 1,106 | 273 | 72 | |||||||
Amortization of Debt Issuance Costs and Discounts | $ 279 | $ 195 | $ 31 | |||||||
Term Loan Warrants | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of Securities Called by Warrants or Rights | 86,600 |
Debt facility - Long-Term Debt
Debt facility - Long-Term Debt (Details) $ in Thousands | Feb. 29, 2020USD ($) |
Debt Facility | |
Principal outstanding | $ 22,000 |
Interest Payable in Kind | 273 |
Unamortized issuance costs | (1,129) |
Long-term Debt | $ 21,144 |
Debt facility - Warrant Rights
Debt facility - Warrant Rights (Details) - USD ($) $ in Thousands | Apr. 20, 2018 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | Feb. 28, 2017 | Nov. 06, 2020 | Jul. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Long-term Debt | $ 21,144 | ||||||
Debt issuance cost | 1,129 | ||||||
Outstanding letters of credit | $ 1,084 | 1,334 | |||||
Outstanding amount | 0 | ||||||
Other Assets | |||||||
Debt Instrument [Line Items] | |||||||
Debt Issuance Costs, Net | 93 | 372 | |||||
Revolving Credit Facility, 2017 | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Borrowing Capacity | $ 20,000 | ||||||
Minimum funds raised | $ 45,000 | ||||||
Debt issuance cost | $ 61 | ||||||
Term of debt | 24 months | ||||||
Revolving Credit Facility, 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Borrowing Capacity | $ 80,000 | $ 50,000 | |||||
Additional Borrowing Capacity | $ 30,000 | ||||||
Long-term Debt | 78,916 | ||||||
Debt issuance cost | $ 543 | ||||||
Term of debt | 24 months | ||||||
Extension term of debt | 12 months | ||||||
Interest Expense, Debt | $ 1,106 | 273 | $ 72 | ||||
Amortization of Debt Issuance Costs and Discounts | $ 279 | $ 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% | ||||||
Base Rate | Revolving Credit Facility, 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2021 | Jul. 31, 2020 | Jul. 07, 2020 | Feb. 29, 2020 |
Class of Stock [Line Items] | ||||
Par Value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 25,000,000 | 19,513,996 | ||
Preferred stock, shares issued | 0 | 19,513,939 | ||
Preferred stock, shares outstanding | 0 | 19,513,939 | ||
Carrying value | $ 233,022 | |||
Preferred stock, liquidation value | $ 239,244 | |||
Shares issued on conversion of convertible preferred stock | 29,479,521 | |||
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 | |||
Convertible Preferred stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 0 | |||
Shares issued on conversion of convertible preferred stock | 29,479,521 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Feb. 28, 2021USD ($)Vote$ / shares | Feb. 29, 2020USD ($) | Feb. 28, 2019USD ($) | |
Class of Stock [Line Items] | |||||
Net cash proceeds | $ 19,943 | $ 49,933 | |||
Amount allocated to warrants | 779 | ||||
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 offering, net of issuance costs (in shares) | shares | 2,095,365 | ||||
Price per share | $ / shares | $ 23.86195 | ||||
Net cash proceeds | $ 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 | ||||
Amount allocated to warrants | $ 2,279 | ||||
Series F Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock offering, net of issuance costs (in shares) | shares | 873,038 | ||||
Price per share | $ / shares | $ 22.9085 | ||||
Net cash proceeds | $ 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 | ||||
Amount allocated to warrants | 1,585 | ||||
Amount allocated to preferred stock | $ 18,358 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 26, 2020 | Jul. 07, 2020 | Feb. 28, 2021 |
Class of Stock [Line Items] | |||
Net proceeds from offerings | $ 439,410 | ||
Number of additional shares issued | 1,401,836 | ||
IPO | |||
Class of Stock [Line Items] | |||
New common stock issued and sold | 11,526,134 | ||
Common stock issue price per share | $ 22 | ||
Net proceeds from offerings | $ 231,228 | ||
Number of additional shares issued | 1,401,836 | ||
Follow-on offering | |||
Class of Stock [Line Items] | |||
New common stock issued and sold | 5,750,000 | ||
Common stock issue price per share | $ 38.50 | ||
Net proceeds from offerings | $ 208,046 |
Stock Options and Warrants - Sh
Stock Options and Warrants - Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2020 | Jun. 30, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of common stock in lieu of bonus payment | $ 5,735 | $ 569 | |||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 31.27 | $ 3.35 | $ 9.55 | ||
Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 11.42 | $ 5.40 | $ 2.95 | ||
Aggregate intrinsic value of stock options | $ 32,972 | $ 22,033 | $ 305 | ||
Unrecognized compensation expense | $ 22,736 | ||||
Weighted average period | 2 years | ||||
Issuance of common stock in lieu of bonus payment | $ 5,735 | ||||
Stock options issued | 525,907 | ||||
2020 Stock Option Plan Equity Incentive Plan | Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Term of option | 10 years | ||||
Vesting period | 4 years | ||||
2020 Stock Option Plan Equity Incentive Plan | Stock Option | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock authorized to be issued | 4,300,000 | ||||
2020 Stock Option Plan 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 Stock Option Plan 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% | ||||
Common stock available for future grants | 3,881,735 |
Stock Options and Warrants - Co
Stock Options and Warrants - Compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expense | $ 9,576 | $ 6,002 | $ 5,721 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expense | 948 | 318 | 255 |
Product and technology | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expense | 3,387 | 1,674 | 1,108 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expense | 2,376 | 1,482 | 1,199 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expense | 2,865 | 2,528 | 3,159 |
Stock Option | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expense | $ 7,743 | $ 6,002 | $ 5,721 |
Stock Options and Warrants - Fa
Stock Options and Warrants - Fair value of common stock (Details) - $ / shares | 12 Months Ended | |||
Feb. 28, 2021 | 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 | $ 31.27 | $ 3.35 | $ 9.55 | |
Exercise price | $ 50.88 | $ 6.75 | $ 18.70 | |
Expected volatility | 78.00% | 50.00% | ||
Expected term (in years) | 6 years 3 months | |||
Riskfree interest rate | 0.64% | 2.94% | 2.62% | |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated fair value of common stock | $ 9.62 | $ 2.40 | $ 4.80 | |
Exercise price | $ 15.40 | $ 4.70 | $ 9.60 | |
Expected volatility | 68.00% | 46.00% | ||
Expected term (in years) | 5 years | |||
Riskfree interest rate | 0.30% | 2.65% | 1.67% |
Stock Options and Warrants - Aw
Stock Options and Warrants - Award Option (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Balance | 7,996,056 | 8,147,544 | 6,970,591 |
Granted | 2,167,775 | 2,084,046 | 1,635,115 |
Exercised | (1,182,099) | (1,843,001) | (249,027) |
Forfeited | (257,963) | (392,533) | (209,135) |
Balance | 8,723,769 | 7,996,056 | 8,147,544 |
Vested and expected to vest as of February 29, 2020 | 8,520,372 | ||
Exercisable as of February 29, 2020 | 5,441,241 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Granted | $ 17.47 | $ 10.80 | |
Exercised | 5.98 | 3.70 | |
Forfeited | $ 5.70 | ||
Balance | 8.97 | ||
Vested and expected to vest as of February 29, 2020 | 8.95 | ||
Exercisable as of February 29, 2020 | $ 6.43 | ||
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 9 months 18 days | ||
Balance, February 29, 2020 | $ 308,521,503 | ||
Vested and expected to vest as of February 29, 2020 | 301,383,636 | ||
Exercisable as of February 29, 2020 | $ 206,263,052 |
Stock Options and Warrants - Re
Stock Options and Warrants - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Compensation expense | $ 9,576 | $ 6,002 | $ 5,721 |
Time Based Restricted Stock Units [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Time-based restricted stock units issued | 191,415 | 0 | |
Vesting period | 4 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted | 191,415 | ||
Vested | (702) | ||
Balance, February 28, 2021 | 190,713 | ||
Compensation expense | $ 842 | ||
Remaining costs expected to be recognized | $ 8,075 | ||
Weighted average period | 2 years 3 months 18 days | ||
Weighted average grant date fair value | $ 46.52 | ||
Tranche One | Time Based Restricted Stock Units [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Vesting period | 1 year | ||
Vesting percentage | 25.00% | ||
Tranche Two | Time Based Restricted Stock Units [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Vesting period | 3 years | ||
Vesting percentage | 75.00% |
Stock Options and Warrants - _2
Stock Options and Warrants - Common Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 07, 2020 | Jun. 29, 2020 | Jun. 29, 2015 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | Feb. 28, 2018 |
Class of Warrant or Right [Line Items] | |||||||
Conversion of Stock, Shares Issued | 1,401,836 | ||||||
Common stock warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding | 0 | 1,653,268 | 1,466,043 | 928,945 | |||
Customer Warrant | Common stock warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of Securities Called by Warrants or Rights | 200,000 | ||||||
Exercisable | 160,000 | ||||||
Term Loan Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of Securities Called by Warrants or Rights | 86,600 | ||||||
Term Loan Warrants | Common stock warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Fair value of the warrants | $ 528 | ||||||
Term | 10 years | ||||||
Vesting percentage | 100.00% | ||||||
Exercise price (in dollars per share) | $ 9.60 | ||||||
The 2019 Revolver Warrants [Member] | Common stock warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Fair value of the warrants | $ 251 | ||||||
Term | 10 years | ||||||
Vesting percentage | 100.00% | ||||||
The 2019 Revolver Warrants [Member] | Maximum | 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) | $ 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 | 12,631 | ||||||
Exercise price (in dollars per share) | $ 13.75 | ||||||
IPO | |||||||
Class of Warrant or Right [Line Items] | |||||||
Conversion of Stock, Shares Issued | 1,401,836 | ||||||
IPO | Common stock warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares issued | 1,401,836 |
Stock Options and Warrants - _3
Stock Options and Warrants - Common Stock Warrants - Summary of activity - (Details) - Common stock warrants - shares | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Class of Warrant or Right [Roll Forward] | |||
Balance | 1,653,268 | 1,466,043 | 928,945 |
Issued | 220,594 | 541,159 | |
Exercised | (160,000) | (33,369) | (4,061) |
Balance | 0 | 1,653,268 | 1,466,043 |
IPO | |||
Class of Warrant or Right [Roll Forward] | |||
Exercised | (1,493,268) |
Stock Options and Warrants - Eq
Stock Options and Warrants - Equity - (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | Aug. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 9,576 | $ 6,002 | $ 5,721 | ||
Employee Stock Purchase Plan2020 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock initially reserved | 1,100,000 | ||||
Percentage of lower in fair market value | 85.00% | 85.00% | |||
Compensation expense | $ 991 | ||||
Issuance of common stock in connection with the employee stock purchase plan (in share) | 67,498 | ||||
Proceeds from Stock Plans | $ 1,259 | ||||
Additional amount withheld for future participation | $ 1,120 | ||||
Maximum | Employee Stock Purchase Plan2020 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of employee contribution on compensation | 15.00% | ||||
Participant purchase rights | $ 25,000 |
Defined Contribution Retireme_2
Defined Contribution Retirement Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | 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 | $ 1,599 | $ 1,356 | $ 1,260 |
Income Taxes - Components of lo
Income Taxes - Components of loss before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Income Taxes | |||
Domestic | $ (50,934) | $ (51,794) | $ (56,585) |
Foreign | 286 | 558 | 144 |
Total | $ (50,648) | $ (51,236) | $ (56,441) |
Income Taxes - Significant comp
Income Taxes - Significant components of income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Currently payable: | |||
State and Local | $ 37 | ||
Foreign | 141 | $ 129 | $ 55 |
Total currently payable | 178 | 129 | 55 |
Deferred: | |||
Foreign | (174) | ||
Total deferred | (174) | ||
Provision (benefit) for income taxes | $ 4 | $ 129 | $ 55 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax expense at U.S. Federal statutory income tax rate (Details) | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Income Taxes | |||
Federal income tax expense at statutory tax rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal tax benefit | 4.60% | 7.50% | 6.00% |
Stock based compensation | (0.20%) | 3.90% | (2.10%) |
Transaction costs | 0.00% | (0.20%) | 0.00% |
Changes in valuation allowances | (25.40%) | (31.40%) | (24.80%) |
Other | 0.00% | (1.00%) | (0.20%) |
Effective Income Tax Rate | 0.00% | (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. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 |
Deferred tax assets: | |||
Net operating loss and tax credit carryforwards | $ 84,879 | $ 76,508 | |
Other accruals and reserves | 6,107 | 3,413 | |
Stockbased compensation | 871 | 561 | |
Deferred rent | 1,181 | 1,280 | |
Interest expense deduction limitation carryforward | 2,312 | 1,549 | |
Property, plant & equipment | 523 | 526 | |
Other | 820 | 355 | |
Valuation allowance | (96,516) | (83,640) | $ (61,902) |
Deferred tax assets | 177 | 552 | |
Deferred tax liabilities: | |||
Intangibles | (3) | (552) | |
Deferred tax liabilities | (3) | $ (552) | |
Net deferred taxes | $ 174 |
Income Taxes - Operating loss c
Income Taxes - Operating loss carryforwards (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards subject to expiration until 2030 | $ 0 | |
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 | $ 31,695 | |
U.S. federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 307,398 | 272,804 |
U.S. states | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 283,377 | $ 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. 28, 2021 | Feb. 29, 2020 | |
Changes in deferred tax, valuation allowance | ||
Balance at the beginning of the period | $ 83,640 | $ 61,902 |
(Decrease) increase due to NOLs and temporary differences | 12,876 | 16,100 |
(Decrease) increase due to acquisitions | 5,638 | |
Balance at the end of the period | $ 96,516 | $ 83,640 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | Feb. 28, 2021 | |
Income Taxes | |||
Percentage of deductions from adjustable taxable income | 50.00% | 30.00% | |
Accrual for uncertain tax positions or interest or penalties | $ 0 | $ 0 |
Income Taxes - Tax Act (Details
Income Taxes - Tax Act (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Income Taxes | ||
Deferred Tax Asset, Interest Carryforward | $ 2,312 | $ 1,549 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Net Loss Per Share Attributable to Common Stockholders | |||
Net loss | $ (50,652) | $ (51,365) | $ (56,496) |
Net loss per common share, basic and diluted | $ (1.72) | $ (9.13) | $ (12.17) |
Weighted average shares used to compute net loss per common share, basic and diluted | 29,370,594 | 5,626,713 | 4,641,256 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Stock Options (Details) - shares | 12 Months Ended | ||
Feb. 28, 2021 | 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 | 8,914,482 | 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 | 8,723,769 | 7,996,056 | 8,147,544 |
Unvested restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted net loss per share | 190,713 | ||
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 | 317,861 | 182,288 |
Commitments - Future minimum le
Commitments - Future minimum lease payments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | Oct. 01, 2019 | |
Other Commitments [Line Items] | ||||
Rent expense | $ 6,304 | $ 5,143 | $ 4,294 | |
Security deposits | 468 | $ 477 | ||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||||
2022 | 6,587 | |||
2023 | 6,577 | |||
2024 | 6,625 | |||
2025 | 5,664 | |||
2026 | 5,790 | |||
Thereafter | 15,726 | |||
Future aggregate minimum lease payments, Total | 46,969 | |||
Seattle Lease | ||||
Other Commitments [Line Items] | ||||
Payments for termination of lease | 142 | |||
Lease obligations | $ 0 | |||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||||
Future aggregate minimum lease payments, Total | $ 25,836 |
Commitments - Legal Proceedings
Commitments - Legal Proceedings (Details) - Certain former and current employees case - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Mar. 31, 2019 | Feb. 28, 2019 | Feb. 28, 2018 | |
Loss Contingencies [Line Items] | ||||
Accrued litigation expense | $ 450 | |||
Accrued Professional Fees | $ 650 | |||
Litigation settlement | $ 1,100 | |||
Payments for legal settlements | $ 1,100 |
Change Healthcare Joint Devel_3
Change Healthcare Joint Development Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Granted | 2,167,775 | 2,084,046 | 1,635,115 | |
Common stock issued in connection with joint development agreement | $ 3,869 | |||
Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Estimated fair value of common stock | $ 31.27 | $ 3.35 | $ 9.55 | |
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 | Other Assets | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Capitalized equity cost | $ 3,005 | $ 3,005 | ||
Joint Development Agreement and Data Licensing Agreement | Change Healthcare Holdings | Restricted shares | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Granted | 251,211,000 | |||
Estimated fair value of common stock | $ 15.40 | |||
Common stock issued in connection with joint development agreement | $ 3,869 | |||
Vested shares | 150,727 | |||
Non-vested shares | 100,484 | 100,484 |
Change Healthcare Joint Devel_4
Change Healthcare Joint Development Agreement - Future data license fee payments (Details) - Change Healthcare Holdings - Joint Development Agreement and Data Licensing Agreement $ in Thousands | Feb. 29, 2020USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2022 | $ 215 |
2023 | 230 |
2024 | 245 |
2025 | 260 |
Total | $ 950 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2019 | |
Related Party Transaction [Line Items] | |||
Revenues from the related customer | $ 27,300 | $ 31,556 | $ 33,433 |
Outstanding accounts receivable from the related customer | $ 2,325 | $ 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% |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Apr. 23, 2021USD ($) | Mar. 29, 2021USD ($)$ / shares$ / derivative | Mar. 03, 2021USD ($)shares | Feb. 28, 2021USD ($) |
Acquisition of 2nd.MD [Member] | ||||
Subsequent Event [Line Items] | ||||
Acquisition related costs | $ 2,050 | |||
Acquisition of 2nd.MD [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash consideration | $ 230,000 | |||
Common stock issued on acquisition | shares | 2,822,242 | |||
Number of shares issued on achievement of defined milestone | shares | 2,170,972 | |||
PlushCare, Inc [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash consideration | $ 40,000 | |||
Purchase price | 450,000 | |||
Common stock, amount | 340,000 | |||
Common stock payable | $ 70,000 | |||
Convertible Senior Notes [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Face amount | $ 287,500 | |||
Interest Rate | 0.50% | |||
Conversion rate | $ / shares | $ 19.8088 | |||
Principal amount denomination | $ 1 | |||
Threshold percentage of stock price trigger | 130.00% | |||
Threshold trading days | 20 | |||
Threshold consecutive trading days | 30 | |||
Percentage of principal amount redeemed | 100.00% | |||
Cap price | $ / derivative | 76.20 | |||
Proceeds from notes payable | $ 279,300 | |||
Payment of costs of the capped call transactions | 34,400 | |||
Convertible Senior Notes [Member] | Maximum | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Face amount | $ 37,500 |