Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2022 | Dec. 31, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Nov. 30, 2022 | |
Document Transition Report | false | |
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, Address Line One | 1201 Third Avenue | |
Entity Address, Address Line Two | Suite 1700 | |
Entity Address, City or Town | Seattle | |
Entity Address State Or Province | WA | |
Entity Address, Postal Zip Code | 98101 | |
City Area Code | 206 | |
Local Phone Number | 926-8100 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | ACCD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 72,786,747 | |
Entity Central Index Key | 0001481646 | |
Current Fiscal Year End Date | --02-28 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 325,637 | $ 365,853 |
Accounts receivable, net | 20,483 | 21,116 |
Unbilled revenue | 3,702 | 9,685 |
Current portion of deferred contract acquisition costs | 4,075 | 3,015 |
Prepaid and other current assets | 12,334 | 9,468 |
Total current assets | 366,231 | 409,137 |
Property and equipment, net | 13,561 | 11,797 |
Operating lease right-of-use assets | 30,936 | 33,126 |
Goodwill | 278,191 | 577,896 |
Intangible assets, net | 213,574 | 244,690 |
Deferred contract acquisition costs | 9,981 | 7,205 |
Other assets | 1,317 | 1,678 |
Total assets | 913,791 | 1,285,529 |
Current liabilities: | ||
Accounts payable | 9,987 | 7,837 |
Accrued expenses and other current liabilities | 11,026 | 11,000 |
Accrued compensation | 35,467 | 39,189 |
Due to customers | 9,244 | 16,263 |
Current portion of deferred revenue | 43,500 | 30,875 |
Current portion of operating lease liabilities | 7,392 | 6,589 |
Total current liabilities | 116,616 | 111,753 |
Loans payable, net of unamortized issuance costs | 281,914 | 280,666 |
Operating lease liabilities | 28,849 | 32,486 |
Other noncurrent liabilities | 203 | 4,562 |
Deferred revenue | 256 | 268 |
Total liabilities | 427,838 | 429,735 |
Commitments and Contingencies (note 12) | ||
Stockholders' equity | ||
Common stock par value $0.0001; 500,000,000 shares authorized; 72,390,727 and 67,098,477 shares issued and outstanding at November 30, 2022 and February 28, 2022, respectively | 7 | 7 |
Additional paid-in capital | 1,409,807 | 1,350,431 |
Accumulated deficit | (923,861) | (494,644) |
Total stockholders' equity | 485,953 | 855,794 |
Total liabilities and stockholders' equity | $ 913,791 | $ 1,285,529 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2022 | Feb. 28, 2022 |
Condensed Consolidated Balance Sheets | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 72,390,727 | 67,098,477 |
Common stock, shares outstanding | 72,390,727 | 67,098,477 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Condensed Consolidated Statements of Operations | ||||
Revenue | $ 90,946 | $ 83,450 | $ 264,117 | $ 216,265 |
Cost of revenue, excluding depreciation and amortization | 50,412 | 45,156 | 147,857 | 125,426 |
Operating expenses: | ||||
Product and technology | 24,254 | 22,846 | 77,265 | 61,297 |
Sales and marketing | 25,023 | 24,616 | 75,573 | 63,134 |
General and administrative | 20,037 | 21,464 | 61,295 | 69,636 |
Depreciation and amortization | 11,602 | 11,250 | 34,749 | 30,967 |
Goodwill impairment | 299,705 | |||
Change in fair value of contingent consideration | (68,428) | (38,282) | ||
Total operating expenses | 80,916 | 11,748 | 548,587 | 186,752 |
Income (loss) from operations | (40,382) | 26,546 | (432,327) | (95,913) |
Interest income (expense), net | 386 | (743) | (484) | (2,137) |
Other income (expense) | 201 | 25 | 21 | (19) |
Income (loss) before income taxes | (39,795) | 25,828 | (432,790) | (98,069) |
Income tax benefit (expense) | (77) | (3,325) | 3,573 | 9,501 |
Net income (loss) | $ (39,872) | $ 22,503 | $ (429,217) | $ (88,568) |
Net income (loss) per share, Basic | $ (0.56) | $ 0.34 | $ (6.07) | $ (1.41) |
Net income (loss) per share, Diluted | $ (0.56) | $ 0.31 | $ (6.07) | $ (1.41) |
Weighted-average common shares outstanding, Basic | 71,228,351 | 65,418,728 | 70,755,157 | 62,684,823 |
Weighted-average common shares outstanding, Diluted | 71,228,351 | 71,490,045 | 70,755,157 | 62,684,823 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at Feb. 28, 2021 | $ 6 | $ 762,362 | $ (371,520) | $ 390,848 |
Balance (shares) at Feb. 28, 2021 | 55,699,052 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock in connection with acquisition | 116,187 | 116,187 | ||
Issuance of common stock in connection with acquisition (shares) | 2,822,242 | |||
Issuance of replacement awards in connection with acquisition | 1,520 | 1,520 | ||
Exercise of stock options and vesting of restricted stock units | 2,141 | 2,141 | ||
Exercise of stock options and vesting of restricted stock units (shares) | 236,982 | |||
Purchase of capped calls | (34,503) | (34,503) | ||
Issuance of common stock in connection with the employee stock purchase plan | 1,948 | 1,948 | ||
Issuance of common stock in connection with the employee stock purchase plan (shares) | 50,516 | |||
Stock-based compensation expense | 7,675 | 7,675 | ||
Net income (loss) | (48,707) | (48,707) | ||
Balance at May. 31, 2021 | $ 6 | 857,330 | (420,227) | 437,109 |
Balance (shares) at May. 31, 2021 | 58,808,792 | |||
Balance at Feb. 28, 2021 | $ 6 | 762,362 | (371,520) | 390,848 |
Balance (shares) at Feb. 28, 2021 | 55,699,052 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (88,568) | |||
Balance at Nov. 30, 2021 | $ 7 | 1,248,781 | (460,088) | 788,700 |
Balance (shares) at Nov. 30, 2021 | 66,906,311 | |||
Balance at May. 31, 2021 | $ 6 | 857,330 | (420,227) | 437,109 |
Balance (shares) at May. 31, 2021 | 58,808,792 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock in connection with acquisition | $ 1 | 330,337 | 330,338 | |
Issuance of common stock in connection with acquisition (shares) | 7,144,393 | |||
Issuance of replacement awards in connection with acquisition | 5,209 | 5,209 | ||
Exercise of stock options and vesting of restricted stock units | 3,491 | 3,491 | ||
Exercise of stock options and vesting of restricted stock units (shares) | 394,815 | |||
Stock-based compensation expense | 19,775 | 19,775 | ||
Net income (loss) | (62,364) | (62,364) | ||
Balance at Aug. 31, 2021 | $ 7 | 1,216,142 | (482,591) | 733,558 |
Balance (shares) at Aug. 31, 2021 | 66,348,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock in connection with acquisition | 10,068 | 10,068 | ||
Issuance of common stock in connection with acquisition (shares) | 252,808 | |||
Exercise of stock options and vesting of restricted stock units | 1,833 | 1,833 | ||
Exercise of stock options and vesting of restricted stock units (shares) | 215,181 | |||
Issuance of common stock in connection with the employee stock purchase plan | 2,361 | 2,361 | ||
Issuance of common stock in connection with the employee stock purchase plan (shares) | 90,322 | |||
Stock-based compensation expense | 18,377 | 18,377 | ||
Net income (loss) | 22,503 | 22,503 | ||
Balance at Nov. 30, 2021 | $ 7 | 1,248,781 | (460,088) | 788,700 |
Balance (shares) at Nov. 30, 2021 | 66,906,311 | |||
Balance at Feb. 28, 2022 | $ 7 | 1,350,431 | (494,644) | 855,794 |
Balance (shares) at Feb. 28, 2022 | 67,098,477 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Settlement of acquisition-related contingent consideration (shares) | 1,939,853 | |||
Exercise of stock options and vesting of restricted stock units | 358 | 358 | ||
Exercise of stock options and vesting of restricted stock units (shares) | 228,701 | |||
Issuance of common stock in connection with the employee stock purchase plan | 1,788 | 1,788 | ||
Issuance of common stock in connection with the employee stock purchase plan (shares) | 343,310 | |||
Stock-based compensation expense | 19,389 | 19,389 | ||
Net income (loss) | (342,822) | (342,822) | ||
Balance at May. 31, 2022 | $ 7 | 1,371,966 | (837,466) | 534,507 |
Balance (shares) at May. 31, 2022 | 69,610,341 | |||
Balance at Feb. 28, 2022 | $ 7 | 1,350,431 | (494,644) | 855,794 |
Balance (shares) at Feb. 28, 2022 | 67,098,477 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (429,217) | |||
Balance at Nov. 30, 2022 | $ 7 | 1,409,807 | (923,861) | 485,953 |
Balance (shares) at Nov. 30, 2022 | 72,390,727 | |||
Balance at May. 31, 2022 | $ 7 | 1,371,966 | (837,466) | 534,507 |
Balance (shares) at May. 31, 2022 | 69,610,341 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Settlement of acquisition-related contingent consideration (shares) | 1,327,408 | |||
Exercise of stock options and vesting of restricted stock units | 816 | 816 | ||
Exercise of stock options and vesting of restricted stock units (shares) | 600,628 | |||
Stock-based compensation expense | 17,514 | 17,514 | ||
Net income (loss) | (46,523) | (46,523) | ||
Balance at Aug. 31, 2022 | $ 7 | 1,390,296 | (883,989) | 506,314 |
Balance (shares) at Aug. 31, 2022 | 71,538,377 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options and vesting of restricted stock units | 466 | 466 | ||
Exercise of stock options and vesting of restricted stock units (shares) | 635,315 | |||
Issuance of common stock in connection with the employee stock purchase plan | 1,139 | 1,139 | ||
Issuance of common stock in connection with the employee stock purchase plan (shares) | 217,035 | |||
Stock-based compensation expense | 17,906 | 17,906 | ||
Net income (loss) | (39,872) | (39,872) | ||
Balance at Nov. 30, 2022 | $ 7 | $ 1,409,807 | $ (923,861) | $ 485,953 |
Balance (shares) at Nov. 30, 2022 | 72,390,727 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (429,217) | $ (88,568) |
Adjustments to reconcile net loss to net cash used in Operating activities: | ||
Goodwill impairment | 299,705 | |
Depreciation and amortization expense | 34,749 | 30,967 |
Amortization of deferred contract acquisition costs | 2,592 | 1,938 |
Change in fair value of contingent consideration | (38,282) | |
Deferred income taxes | (3,859) | (9,658) |
Noncash interest expense | 1,251 | 1,239 |
Stock-based compensation expense | 54,809 | 45,827 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable and unbilled revenue | 6,616 | (5,743) |
Accounts payable and accrued expenses | 244 | (1,881) |
Deferred contract acquisition costs | (6,428) | (3,304) |
Deferred revenue and due to customers | 5,596 | 16,316 |
Accrued compensation | (3,722) | (4,494) |
Other liabilities | 2,030 | (1,047) |
Other assets | (2,512) | (3,376) |
Net cash used in operating activities | (38,146) | (60,066) |
Cash flows from investing activities: | ||
Purchase of marketable securities | (99,998) | |
Sale of marketable securities | 99,998 | |
Capitalized software development costs | (2,914) | (619) |
Purchases of property and equipment | (1,901) | (2,297) |
Cash paid for acquisition, net of cash acquired | (260,165) | |
Net cash used in investing activities | (4,815) | (263,081) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 1,646 | 7,042 |
Payments of equity issuance costs | (60) | |
Payment of debt issuance costs | (8,368) | |
Payment for purchase of capped calls | (34,443) | |
Proceeds from employee stock purchase plan | 2,927 | 3,574 |
Proceeds from borrowings on debt | 287,500 | |
Payment of contingent consideration for acquisition | (1,828) | |
Net cash provided by financing activities | 2,745 | 255,245 |
Net decrease in cash and cash equivalents | (40,216) | (67,902) |
Cash and cash equivalents, beginning of period | 365,853 | 433,884 |
Cash and cash equivalents, end of period | 325,637 | 365,982 |
Supplemental cash flow information: | ||
Interest paid | 1,539 | 880 |
Fixed assets included in accounts payable | 736 | 123 |
Other receivable related to stock option exercises | 521 | |
Income taxes paid | $ 103 | 103 |
Common stock issued in connection with acquisitions | 455,586 | |
Replacement awards issued in connection with acquisitions | $ 6,729 |
Background
Background | 9 Months Ended |
Nov. 30, 2022 | |
Background | |
Background | (1) Background Accolade, Inc. (Accolade or together with its subsidiaries, 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 Company also offers expert medical opinion services to employer customers and virtual primary care and mental health support, both directly to consumers and to employer customers. These services are 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. Accolade is co-headquartered in Seattle, Washington and Plymouth Meeting, Pennsylvania. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Nov. 30, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | (2) Basis of Presentation and Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended February 28, 2022 appearing in the Company’s Annual Report on Form 10-K and filed with the Securities and Exchange Commission (the SEC) on May 2, 2022. (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. Through the acquisition of PlushCare, Inc. (PlushCare), the Company has various administrative service agreements (ASA) with professional medical corporations established in California, Illinois, Wyoming, and New Jersey (PC). The PCs employ or contract with medical providers who provide services via the Company’s technology platform. The ASAs are evergreen and are terminable by the parties for breach or bankruptcy. Through the ASAs, the Company provides non-clinical administrative services to the PCs and manages the economic activities that most significantly affect PCs. The PCs retain control over the provision of medical services and the PC’s clinical personnel. The PCs are variable interest entities (VIE) to the Company. Under Accounting Standards Codification Subtopic 810 – Consolidation The PCs and the Company are independent entities, and as such creditors of the PCs do not have recourse against the Company in the event of default by the PCs. Additionally, the PCs’ non-cash assets are available to the Company to satisfy obligations or for other corporate purposes. (b) Unaudited Interim Financial Statements The accompanying consolidated financial statements and the related footnote disclosures are unaudited. The unaudited consolidated interim financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s interim consolidated financial position as of November 30, 2022, the results of its operations for the three and nine months ended November 30, 2022 and 2021, and its cash flows for the nine months ended November 30, 2022 and 2021. The results for the three and nine months ended November 30, 2022 are not necessarily indicative of results to be expected for the year ending February 28, 2023, any other interim periods, or any future year or period. The Company’s management believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended February 28, 2022. (c) Capitalized Internal-Use Software Costs Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Internal-use software is included in property and equipment and is amortized on a straight-line basis over 3 years. For the three months ended November 30, 2022 and 2021, the Company capitalized $1,941 and $263, respectively, for internal-use software. For the nine months ended November 30, 2022 and 2021, the Company capitalized $3,440 and $619, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the three months ended November 30, 2022 and 2021 was $290 and $290, respectively. Amortization expense related to capitalized internal-use software during the nine months ended November 30, 2022 and 2021 was $869 and $2,096, respectively. (d) Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment and finite-lived intangibles, 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 long-lived asset impairment charges recorded during the three and nine months ended November 30, 2022 and 2021. (e) Intangible Assets The Company has acquired intangible assets in the form of developed technology, customer relationships, trade names, supplier-based network, and non-compete agreements through various acquisitions. Intangible assets are recorded at fair value on the date of acquisition and are subject to amortization over the estimated useful lives of each asset. Estimates of fair value and useful lives are based on historical factors, current circumstances, and the experience and judgment of management. Estimates and assumptions used to value intangible assets are evaluated by management on an ongoing basis. (f) 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 an impairment analysis of goodwill 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. A goodwill impairment loss was recorded during the first quarter of fiscal 2023. See Note 5 for further information. ( g ) Revenue and Deferred Revenue Revenue Recognition The Company generates revenue by providing customers access to its advocacy, expert medical opinion, and virtual primary care and mental health support services, as well as through utilization of its expert medical opinion and virtual primary care and mental health support services that were acquired through the acquisitions of Innovation Specialists LLC d/b/a 2nd.MD (2nd.MD) and PlushCare. Contracts with customers that include expert medical opinion or virtual primary care and mental health support services may contain either an access fee, a utilization-based fee, or both. 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 contracts; 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 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 for its advocacy contracts 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 per-member-per-month (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, consultations or visits 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 to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur (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, consultations, or visits. Access Fees The Company generates revenue primarily from contracts with customers to access the Company’s advocacy, expert medical opinion, and virtual primary care and mental health support services. The Company prices access fees primarily using a recurring PMPM fee, typically with a portion of the fee calculated as the product of a fixed rate times the number of members (fixed PMPM fee), plus a variable PMPM fee calculated as the product of a variable rate times the number of members (variable PMPM fee). The fees associated with the variable PMPM fee can be earned through the achievement of performance metrics and/or the realization of healthcare cost savings resulting from use 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. The PMPM fees for expert medical opinion and virtual primary care and mental health support services may be tiered based upon the customer’s utilization. Access to the Company’s services represent a single stand-ready performance obligation. 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 advocacy 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. For the majority of expert medical opinion services, the Company satisfies these performance obligations over time and recognizes revenue in the amount of consideration for which it has the right to invoice using the as-invoiced practical expedient. Access fees also include access to the Company’s virtual primary care and mental health support services sold directly to consumers on a monthly or yearly fixed fee subscription basis. For these services, the Company satisfies these stand-ready performance obligations over time and recognizes revenue ratably over the subscription period. Utilization-based fees The Company also generates revenue when members utilize the expert medical opinion and virtual primary care and mental health support services that are billed based on utilization. Many, but not all, contracts with customers contain utilization-based fees. For any utilization-based fees, the Company satisfies these performance obligations over time and recognizes revenue in the amount of consideration for which it has the right to invoice using the as-invoiced practical expedient for any consultations or visits sold to enterprise customers as well as any non-insured consultations or visits related to virtual primary care and mental health support services sold directly to consumers. For any consultations or visits that are paid through insurance claims, the Company recognizes revenue as the consultations and visits occur in an amount that reflects the consideration that is expected based upon then-current prices and historical experience from insurance payors. Deferred Revenue 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 the stand-ready 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. ( h ) Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, and marketable securities. 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. Marketable securities are comprised of United States treasury bills with original maturities greater than three months. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash, cash equivalents, and marketable securities and performs periodic evaluations of the credit standing of such institutions. Additionally, no customer represented 10% or more of our revenue for the three and nine months ended November 30, 2022 and 2021. ( i ) Marketable Securities The Company classifies its marketable securities as available-for-sale, which include U.S. treasury bills with original maturities of greater than three months. These securities are carried at fair market value. (j) Leases In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases The Company adopted Topic 842 on February 28, 2022, with an effective date of adoption of March 1, 2021, using the modified retrospective approach. Topic 842 requires the Company to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments, and a corresponding right-of-use (ROU) asset on its consolidated balance sheet for most leases and disclose key information about leasing arrangements. The Company elected to utilize the package of practical expedients available under Topic 842, which allowed it to not reassess: (i) whether any expired or existing contracts contain leases, (ii) the lease classification for any expired or existing leases, and (iii) the initial direct costs for existing leases. As a result of the adoption, the Company recorded operating lease right-of-use assets and operating lease liabilities of $34,739 and $38,740, respectively, on the consolidated balance sheet as of March 1, 2021. Whenever the Company enters into a new arrangement, it determines, at the inception date, whether the arrangement is or contains a lease. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the right to direct the use of, and obtain substantially all the economic benefits from, the use of the underlying asset. If a lease exists, the Company then determines the separate lease and non-lease components of the arrangement. Each right to use an underlying asset conveyed by a lease arrangement should generally be considered a separate lease component if it both: (i) can benefit the Company without depending on other resources not readily available to the Company and (ii) does not significantly affect, and is not significantly affected by, other rights of use conveyed by the lease. Aspects of a lease arrangement that transfer other goods or services to the Company but do not meet the definition of lease components are considered non-lease components. The consideration owed by the Company pursuant to a lease arrangement is generally allocated to each lease and non-lease component for accounting purposes. However, the Company has elected, for all of its leases, to not separate lease and non-lease components. For each lease, the Company then determines the lease term, the present value of lease payments, and the classification of the lease as either an operating or finance lease. The lease term is the period of the lease not cancellable by the Company, together with periods covered by: (i) renewal options the Company is reasonably certain to exercise, (ii) termination options the Company is reasonably certain not to exercise, and (iii) renewal or termination options that are controlled by the lessor. The present value of lease payments is calculated based on: (1) Lease payments – Lease payments included in the measurement of the lease asset or liability comprise the following: fixed payments (including in-substance fixed payments), and the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise. (2) Discount rate – the discount rate is determined based on information available to the Company upon the commencement of the lease. Lessees are required to use the rate implicit in the lease whenever such rate is readily available; however, as the implicit rate in the Company’s leases is generally not readily determinable, the Company generally uses the incremental borrowing rate it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis, over a timeframe similar to the lease term. In making the determination of whether a lease is an operating lease or a finance lease, the Company considers the lease term in relation to the economic life of the leased asset, the present value of lease payments in relation to the fair value of the leased asset and certain other factors, including the lessee’s and lessor’s rights, obligations, and economic incentives over the term of the lease. The Company does not recognize leases with an initial term of 12 months or less on its consolidated balance sheets and recognizes these payments in the consolidated statements of operations on a straight-line basis over the lease term. Certain leases contain variable payments which are based on usage or operating costs, such as utilities and maintenance. These payments are not included in the measurement of the lease liability or corresponding right-of-use asset due to the uncertainty of the payment amount and are recorded as lease expense in the period incurred. Prior to the adoption of Topic 842, the Company accounted for leases under FASB ASC Topic 840, Leases (k) Recently Issued Accounting Standards In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions |
Revenue
Revenue | 9 Months Ended |
Nov. 30, 2022 | |
Revenue | |
Revenue | (3) Revenue The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Access fees $ 69,965 $ 69,063 $ 205,968 $ 185,968 Utilization-based fees 20,981 14,387 58,149 30,297 Total $ 90,946 $ 83,450 $ 264,117 $ 216,265 As of November 30, 2022, $233,849 of revenue is expected to be recognized from remaining performance obligations and is expected to be recognized as follows: Fiscal year ending February 28(29), Remainder of 2023 $ 53,759 2024 116,787 2025 51,465 2026 11,838 Total $ 233,849 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 nine months ended November 30, 2022 and 2021 were the result of revenue recognized as well as net cash received and liabilities assumed associated with the acquisitions of 2nd.MD and PlushCare (during the nine months ended November 30, 2021). Significant changes in the deferred revenue balances during the nine months ended November 30, 2022 and 2021 were the result of recognized revenue of $29,993 and $25,817, respectively, that were previously included in deferred revenue. In addition, significant changes to the contract asset balances during the three and nine months ended November 30, 2022 and 2021 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 three months ended November 30, 2022 and 2021 was $664 and $1,330, respectively. Revenue related to performance obligations satisfied in prior periods that was recognized during the nine months ended November 30, 2022 and 2021 was $3,291 and $4,088, respectively. These amounts relate to the ratable recognition through the minimum contract term of performance obligations satisfied in prior periods 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 $2,117 and $916 for the three months ended November 30, 2022 and 2021, respectively. The Company capitalized commission costs of $5,617 and $2,949 for the nine months ended November 30, 2022 and 2021, respectively. During the three months ended November 30, 2021, the Company wrote off previously deferred commissions of $484 related to a revision of the Company’s commission plan, which offset the amounts capitalized in the three and nine months ended November 30, 2021. 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 upon signature of the contract. 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 $620 and $489 for the three months ended November 30, 2022 and 2021, respectively, and $1,884 and $1,390 for the nine months ended November 30, 2022 and 2021, 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 $581 and $524 for the three months ended November 30, 2022 and 2021, respectively, and $811 and $839 for the nine months ended November 30, 2022 and 2021, 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 $259 and $205 for the three months ended November 30, 2022 and 2021, respectively, and $707 and $548 for the nine months ended November 30, 2022 and 2021, respectively. |
Acquisitions
Acquisitions | 9 Months Ended |
Nov. 30, 2022 | |
Acquisitions | |
Acquisitions | (4) Acquisitions Acquisition of 2nd.MD On March 3, 2021, the The consideration paid was comprised of cash, common stock, and contingent consideration as follows: Consideration Cash consideration, net of cash acquired $ 226,135 Fair value of common stock issued 116,187 Fair value of replacement awards 1,520 Fair value of contingent consideration 76,248 Total consideration $ 420,090 The aggregate purchase consideration of $420,090 was provided through cash of $226,135 (net of $205 cash acquired) and the issuance of up to 4,384,882 shares of the Company’s common stock, of which 2,822,242 were issued upon closing of the acquisition, of which 2,495,441 were fully vested at the time of issuance with the remaining 326,801 vesting over future service periods. The cash consideration in the above table includes the repayment of of $13,026 . The contingent consideration represented potential obligations for the Company to issue up to 2,170,972 additional shares of its common stock to the selling shareholders of is comprised of two earnout scenarios associated with (1) a contract renewal and (2) the achievement of certain future revenue milestones. As a result of the contract renewal and achievement of certain revenue milestones, the Company will issue a total of 1,977,343 shares of its common stock, of which 1,939,853 shares of common stock were issued in May 2022. The estimated fair value of the replacement awards issued in the above table is comprised of 120,760 restricted stock units issued to 2nd.MD employees with an estimated fair value of $5,434 of which $1,520 was attributable to pre-acquisition services. The remaining estimated value of $3,914 associated with the replacement awards is attributable to post-acquisition services and is being expensed over the requisite service periods of the awards. Several key 2nd.MD employees entered into agreements with the Company whereby their pro rata portion of shares issued at closing and upon achievement of the contingent consideration milestones are also subject to continuous employment with the Company and vest annually over a period of two years following the acquisition date. Upon voluntary termination of employment, any unvested shares will be forfeited. Due to the risk of forfeiture upon termination of employment, the aggregate 326,801 shares issued at closing and the aggregate shares eligible to be issued upon achievement of the contingent consideration milestones of 281,531 shares were excluded from the purchase price and contingent consideration. These shares are accounted for as stock-based compensation expense in the post business combination periods. The estimated fair value of the contingent consideration associated with future revenue milestones was determined using a Monte Carlo simulation. The Monte Carlo simulation performs numerous simulations utilizing certain assumptions such as (i) projected eligible revenues, (ii) expected term, (iii) risk-free rate, (iv) risk-adjusted discount rate, (v) share volatility and (vi) operational leverage ratio between revenues and earnings before interest, taxes, depreciation and amortization (EBITDA). The Company accounted for the acquisition of 2nd.MD under the U.S. GAAP business combinations guidance. This accounting requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed was subject to further adjustment within the measurement period (up to one year from the acquisition date). Measurement period adjustments since initial preliminary estimates reported in the first quarter of fiscal 2022 were primarily related to an updated working capital calculation. The cumulative effect of all measurement period adjustments resulted in a decrease to recognized goodwill of $1,878 . As of February 28, 2022, the purchase price allocation was considered complete. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. Assets acquired: Accounts receivable $ 5,550 Unbilled revenue 226 Current portion of deferred contract acquisition costs 176 Prepaid and other current assets 1,052 Property and equipment 4,344 Deferred contract acquisition costs 564 Goodwill 208,286 Intangible assets (1) Customer relationships 120,000 Technology 58,000 Supplier-based network 25,000 Trade name 3,400 Non-compete agreement 3,100 Total assets acquired $ 429,698 Liabilities assumed: Accounts payable $ 1,195 Accrued expenses 585 Accrued compensation 3,817 Deferred rent and other current liabilities 904 Due to customers 294 Current portion of deferred revenue 625 Deferred rent and other noncurrent liabilities 2,188 Total liabilities assumed $ 9,608 Net assets acquired $ 420,090 (1) The weighted-average useful life of intangible assets acquired is approximately 14 years . The purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The identifiable intangible assets included and are being amortized on a straight-line basis ranging from 3 years to 20 years . The technology intangible asset was valued using the estimated replacement cost method. This method requires several judgments and assumptions to determine the fair value, including expected profits and opportunity cost. Goodwill is attributable to the workforce of 2nd.MD as well as expected future growth into new and existing markets and is deductible for income tax purposes. Acquisition of PlushCare On June 9, 2021, the The consideration paid was comprised of cash, common stock, and contingent consideration as follows: Consideration Fair value of common stock issued $ 330,338 Fair value of contingent consideration 44,618 Cash consideration, net of cash acquired 33,860 Fair value of replacement awards 5,209 Total consideration $ 414,025 The aggregate purchase consideration of $414,025 was provided through cash of $33,860 (net of $17,837 cash acquired and $1,463 of debt repaid) and the issuance of 7,144,393 shares of the Company’s common stock, of which 854,717 are subject to future vesting and excluded from consideration paid. The contingent consideration represented a potential obligation for the Company to issue up to an additional 1,429,556 shares of its common stock and up to approximately $2,000 in cash upon the achievement of defined revenue milestones following the closing, of which $1,828 was paid during the three months ended August 31, 2022. Up to 102,111 shares of this contingent consideration will be withheld from being issued to the selling shareholders of PlushCare until the resolution of a pending litigation matter. The revenue milestone contingency was resolved at December 31, 2021, and as a result the Company issued 1,327,408 shares of its common stock during the three months ended August 31, 2022, excluding the 102,111 shares that are withheld pending the resolution of the litigation matter. The estimated fair value of the replacement awards issued in the above table is comprised of 325,992 options to purchase Accolade common stock issued to PlushCare employees as of the acquisition date with an estimated fair value of $16,663 , of which $5,209 was attributable to pre-acquisition services. The remaining estimated value of $11,454 associated with the replacement awards is attributable to post-acquisition services and is being expensed over the requisite service periods of the awards. Certain key PlushCare employees entered into agreements with the Company whereby a portion of their shares issued at closing are subject to continuous employment with the Company and vest annually over a three-year period following the acquisition date. Upon voluntary termination of employment, any unvested shares will be forfeited. Due to the risk of forfeiture upon termination of employment, the 806,161 shares subject to forfeiture have been excluded from the purchase price and are accounted for as stock-based compensation expense in the post-business combination periods. The estimated fair value of the contingent consideration associated with future revenue milestones was determined using a Monte Carlo simulation. The Monte Carlo simulation performs numerous simulations utilizing certain assumptions such as (i) projected eligible revenues, (ii) expected term, (iii) risk-free rate, (iv) risk-adjusted discount rate, (v) share volatility, and (vi) operational leverage ratio between revenues and earnings before interest, taxes, depreciation, and amortization (EBITDA). reclassified the value of the contingent consideration from a liability into stockholders’ equity as of February 28, 2022 in the consolidated balance sheet. The Company accounted for the acquisition of PlushCare under the U.S. GAAP business combinations guidance. This accounting requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed was subject to further adjustment within the measurement period (up to one year from the acquisition date). During the three months ended November 30, 2021, the Company included a correction to the fair value of contingent consideration from the preliminary value recorded in the second fiscal quarter of 2022 in the amount of $3,292 . This correction resulted in an increase to recognized goodwill of $5,799 and would have resulted in less change in fair value of contingent consideration expense and net loss on the statement of operations of $3,292 during the three months ended August 31, 2021. The Company has concluded that this error was not material to the financial statements taken as a whole. Measurement period adjustments since initial preliminary estimates reported in the second quarter of fiscal 2022 were primarily related to updated assessments of acquired deferred tax liability and accounts receivable. The cumulative effect of all measurement period adjustments resulted in a decrease to recognized goodwill of $1,685 . As of May 31, 2022, the purchase price allocation was considered complete. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. Assets acquired: Accounts receivable $ 1,359 Prepaid and other current assets 573 Property and equipment 298 Other noncurrent assets 932 Goodwill 365,597 Intangible assets (1) Customer relationships 4,050 Technology 40,650 Trade name 10,300 Non-compete agreements 6,200 Total assets acquired $ 429,959 Liabilities assumed: Accounts payable $ 1,532 Accrued expenses 193 Accrued compensation 2,117 Current portion of deferred revenue 1,212 Deferred tax liability 9,992 Other liabilities 888 Total liabilities assumed $ 15,934 Net assets acquired $ 414,025 (1) The weighted-average useful life of intangible assets acquired is approximately 5 years . The purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The identifiable intangible assets included and are being amortized on a straight-line basis ranging from 2 years to 10 years . The technology intangible asset was valued using the estimated replacement cost method. This method requires several judgments and assumptions to determine the fair value, including expected profits and opportunity cost. Goodwill is attributable to the workforce of PlushCare as well as expected future growth into new and existing markets and is not deductible for income tax purposes. Acquisition of HealthReveal On September 30, 2021, the Company acquired substantially all the assets of HealthReveal, Inc. (HealthReveal). HealthReveal is a clinical artificial intelligence company focused on ensuring patients receive optimal, personalized chronic care to preempt adverse outcomes. Under the terms of the agreement, the Company issued 252,808 shares of common stock as consideration at closing. The Company will issue up to 28,089 additional shares of common stock that are subject to an indemnity holdback, and these shares will be released 18 months following the closing. The Company accounted for this transaction as an asset acquisition based on an evaluation of the U.S. GAAP guidance for business combinations. The Company concluded that the developed technology acquired from HealthReveal comprised substantially all of the fair value of the gross assets acquired and that the assets acquired did not meet the definition of a business under the guidance for business combinations. The developed technology intangible asset was recorded at $9,976 on the acquisition date and is being amortized on a straight-line basis over 3 years . Acquisition and Integration-Related Costs For the three and nine months ended November 30, 2022, t he Company incurred $439 cquisition and integration-related costs related to litigation inherited through the PlushCare acquisition. Refer to Note 12 for further details. These costs were recorded in general and administrative expenses in the Company’s consolidated statements of operations. he Company incurred $311 and cquisition and integration-related costs that were expensed immediately and recorded in general and administrative expenses in the Company’s consolidated statements of operations. These costs include banking, legal, accounting, and consulting fees related to acquisitions. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Nov. 30, 2022 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | (5) Goodwill and Intangible Assets The following table presents changes in the carrying amount of goodwill for the nine months ended November 30, 2022: Balance, February 28, 2022 $ 577,896 Impairment (299,705) Balance, November 30, 2022 $ 278,191 Annually, and upon the identification of a triggering event, management is required to perform an evaluation of the recoverability of goodwill. Triggering events potentially warranting an interim goodwill impairment test include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained declines in the Company’s stock price or market capitalization, considered both in absolute terms and relative to peers. As a result of sustained decreases in the Company’s stock price and market capitalization, the Company conducted an impairment test of its goodwill and intangible assets as of May 31, 2022. As a result of this testing, the Company recorded a non-cash goodwill impairment charge of $299,705 (equivalent to $4.24 per basic and diluted While management cannot predict if or when additional future goodwill impairments may occur, additional goodwill impairments could have material adverse effects on the Company’s operating income, net assets, and/or the Company’s cost of, or access to, capital. As of November 30, 2022 Useful Life Gross Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life (Years) Customer relationships 2 to 20 years $ 124,050 $ (13,374) $ 110,676 18.1 Technology 2 to 5 years 111,526 (39,280) 72,246 3.2 Supplier-based network 5 years 25,000 (8,750) 16,250 3.3 Trade name 10 years 13,700 (2,140) 11,560 8.4 Non-compete agreement 2 to 3 years 9,300 (6,458) 2,842 0.8 $ 283,576 $ (70,002) $ 213,574 Amortization expense for intangible assets was $10,372 and $10,028 during the three months ended November 30, 2022 and 2021, respectively, and $31,116 and $26,166 during the nine months ended November 30, 2022 and 2021, respectively. |
Leases
Leases | 9 Months Ended |
Nov. 30, 2022 | |
Leases | |
Leases | (6) Leases The Company adopted Topic 842 on February 28, 2022, with an effective date of adoption of March 1, 2021, using the modified retrospective approach. The Company has operating leases for offices and certain equipment under non-cancelable leases in the United States and Czech Republic. These leases have remaining terms of up to 8 years. The Company had no finance leases during the nine months ended November 30, 2022 and 2021. The components of operating lease cost recorded in the consolidated statements of operations were as follows: Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Operating lease cost $ 1,890 $ 1,805 $ 5,728 $ 5,374 Variable lease cost 642 435 1,609 1,216 Total lease cost $ 2,532 $ 2,240 $ 7,337 $ 6,590 The following tables set forth the cash flows, weighted-average remaining term, and weighted-average discount rate for the Company’s leases: Nine Months Ended November 30, Cash Flow Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,300 $ 6,243 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 2,155 $ 3,356 Supplemental Information November 30, 2022 Weighted-average remaining lease term (years) 5.5 Weighted-average discount rate 4.9 % Year Ending February 28(29), Remainder of 2023 $ 2,313 2024 8,845 2025 7,266 2026 7,232 2027 6,416 Thereafter 9,395 Total lease payments 41,467 Less: Imputed interest (5,226) Total lease liabilities $ 36,241 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Nov. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | (7) Fair Value Measurements The following table sets forth the fair value of the Company’s financial assets and liabilities within the fair value hierarchy: November 30, 2022 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 147,029 $ — $ — $ 147,029 February 28, 2022 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 131,527 $ — $ — $ 131,527 United States treasury bills $ 99,999 $ — $ — $ 99,999 The estimated fair value of the convertible senior notes (Note 8) was $206,368 as of November 30, 2022, based on quoted market prices of the Company’s instrument in markets that are not active and are classified as Level 2 within the fair value hierarchy. Considerable judgment is necessary to interpret the market data and develop an estimate of the fair value. Accordingly, the estimate is not necessarily indicative of the amount at which this instrument could be purchased, sold, or settled. |
Debt
Debt | 9 Months Ended |
Nov. 30, 2022 | |
Debt | |
Debt | (8) Debt (a) Convertible Senior Notes and Capped Call Options Convertible Senior Notes The Notes consisted of the following: November 30, 2022 February 28, 2022 Principal $ 287,500 $ 287,500 Unamortized issuance costs (5,586) (6,834) Net carrying amount $ 281,914 $ 280,666 In March 2021, the Company completed a private convertible note offering, pursuant to an Indenture dated as of March 29, 2021 between the Company and U.S. Bank National Association, as trustee (the Indenture), and issued $287,500 of 0.50% Convertible Senior Notes due 2026 (the Notes) that mature in April 2026, unless earlier converted, redeemed or repurchased. The Notes bear interest at a rate of 0.50% per annum, payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021 and are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The Company incurred costs of $8,428 in connection with the Notes and the capped calls, of which $8,368 was allocated to the Notes and recorded as a debt discount and $60 was allocated to the capped call and recorded directly to additional paid-in capital. Net proceeds from the issuance of Notes were $279,132, and the Company used $34,443 of the net proceeds to pay the costs of the capped call transactions described below. For the three months ended November 30, 2022 and 2021, the Company recorded interest expense of $772 and $769, respectively, of which $413 and $411, respectively, was associated with the amortization of the debt discount. For the nine months ended November 30, 2022 and 2021, the Company recorded interest expense of $2,330 and $2,095, respectively, of which $1,247 and $1,127, respectively, was associated with the amortization of the debt discount. Pursuant to the terms of the Notes, a holder may convert all or any portion of its Notes at its option at any time prior to October 1, 2025 and only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on August 31, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On or after October 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances. The initial conversion rate is 19.8088 shares of the Company’s common stock per $1 principal amount of Notes (equivalent to an initial conversion price of approximately $50.48 per share of the Company’s common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be. The Company may not redeem the Notes prior to April 6, 2024. On or after April 6, 2024, the Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation set forth in the Indenture), at its option, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days, including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. Upon a fundamental change (as defined in the Indenture), holders may, subject to certain exceptions, require the Company to purchase their Notes in whole or in part for cash at a price equal to the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date (as defined in the Indenture). In addition, upon a Make-Whole Fundamental Change (as defined in the Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its Notes in connection with such Make-Whole Fundamental Change. Under the Indenture, the Notes may be accelerated upon the occurrence of certain customary events of default. If certain bankruptcy and insolvency-related events of default with respect to the Company occur, the principal of, and accrued and unpaid interest on, all of the then outstanding Notes shall automatically become due and payable. The Indenture provides that the sole remedy for an event of default relating to certain failures by the Company to comply with reporting covenants, including timely filings, consists exclusively of the right to receive additional interest on the Notes. As of November 30, 2022, none of the conditions of the Notes to early convert have been met. The Notes are the Company’s senior, unsecured obligations that rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the Notes, rank equally in right of payment with the Company’s future senior unsecured indebtedness that is not so subordinated, effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables and preferred equity (to the extent the Company is not a holder thereof)) of the Company’s subsidiaries. The Notes contain both affirmative and negative covenants. As of November 30, 2022, the Company was in compliance with all covenants in the Notes. The Company concluded the Notes are accounted for as debt, with no bifurcation of the embedded conversion feature. Transaction costs were recorded as a direct deduction from the related debt liability in the consolidated balance sheet and are amortized to interest expense using the effective interest method over the term of the Notes. The effective interest rate for the Notes is 1.1%. Capped Call Concurrent with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with two of the initial purchasers and/or their respective affiliates and another financial institution (the Option Counterparties). The capped call transactions are expected to offset the potential dilution to Accolade’s common stock as a result of any conversion of Notes, with such offset subject to a cap initially equal to $76.20 (which represented a premium of 100% over the last reported sale price of the Company’s common stock on March 24, 2021). The capped call transactions are separate transactions, entered into by the Company with the Option Counterparties, and are not part of the terms of the Notes. As the capped call options are both legally detachable and separately exercisable from the Notes, the Company accounts for the capped call options separately from the Notes. The capped call options are indexed to the Company’s own common stock and classified in stockholders’ equity. As such, the premiums paid for the capped call options were included as a net reduction to additional paid-in capital in the consolidated balance sheet. (b) Revolving Credit Facility During July 2019, the Company entered into a revolving credit facility (the 2019 Revolver) with a syndicate of two banks. Under the 2019 Revolver, the Company has the capacity to borrow up to $80,000 on a revolving facility. Availability of borrowings on the 2019 Revolver is calculated as a multiple of the Company’s eligible monthly recurring revenues (as defined in the 2019 Revolver). As of November 30, 2022, the Company had outstanding letters of credit to serve as office landlord security deposits in the amount of $1,208. These letters of credit are secured through the revolving credit facility, thus reducing the maximum capacity of the revolving credit facility to $78,792 as of November 30, 2022. No amounts are outstanding as of November 30, 2022. The 2019 Revolver term ends on July 19, 2024. The interest rate on the outstanding borrowings are at the Bloomberg Short-Term Bank Yield Index (BSBY) rate plus 350 basis points or Base Rate (as defined) plus 250 basis points, with the BSBY 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 Company incurred lender and third-party fees when entering into the 2019 Revolver, all of which were deferred at the onset of the facility and have been fully amortized. During the three months ended November 30, 2022 and 2021, the Company recorded interest expense of $51 and $51, respectively, related to the revolving credit facility. During the nine months ended November 30, 2022 and 2021, the Company recorded interest expense of $261 and $245, respectively, related to the revolving credit facility. 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 a second amendment to the 2019 Revolver which modified the allocation requirements of the Company’s cash 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 which increased the capacity from a maximum of $50,000 to a maximum of $80,000, based on the achievement of certain growth metrics as defined in the amendment. On March 2, 2021, the Company entered into a fourth 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 a fifth amendment to the 2019 Revolver in association with the issuance of the Convertible Senior Notes. On May 26, 2021, the Company entered into a sixth amendment to the 2019 Revolver in association with the acquisition of PlushCare which modified certain reporting covenants. On July 19, 2022, the Company entered into a seventh amendment to the 2019 Revolver which extended the term until July 19, 2024, documented the transition from the LIBOR interest rate index to the BSBY rate, and established new minimum covenant revenue targets. The term will automatically be extended to July 19, 2025 if the Company has at least $200,000 in consolidated net cash as of May 31, 2024. The 2019 Revolver is collateralized by substantially all of the assets of the Company. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Nov. 30, 2022 | |
Stock-based Compensation | |
Stock-based Compensation | (9) Stock-based Compensation In July 2020, the Company adopted the 2020 Equity Incentive Plan (the Incentive Plan), which authorized the Company to grant up to 4,300,000 shares of common stock to eligible employees, directors, and consultants to the Company in the form of stock options, restricted stock units, and other various equity awards, including any shares subject to stock options or other awards granted under the Company’s prior stock option plan that expire or terminate for any reason (other than being exercised in full) or are cancelled in accordance with the terms of the prior stock option plan. The Incentive Plan also includes an annual evergreen increase, and the amount, terms of grants, and exercisability provisions are determined by the board of directors. The term of an award may be up to 10 years and options generally vest over four years, with one remainder The following table summarizes the amount of stock-based compensation included in the consolidated statements of operations: Three months ended November 30, Nine months ended November 30, 2022 2021 2022 2021 Cost of revenue, excluding depreciation and amortization $ 1,247 $ 949 $ 3,645 $ 2,331 Product and technology 5,930 5,303 19,045 13,491 Sales and marketing 4,513 3,608 12,772 9,035 General and administrative 6,216 8,517 19,347 20,970 Total stock-based compensation $ 17,906 $ 18,377 $ 54,809 $ 45,827 (a) Stock Options The following is a summary of stock option activity under the Incentive Plan: Weighted Weighted average remaining Aggregate exercise contractual life intrinsic Stock Options price in years value Balance, February 28, 2022 8,045,792 $ 11.24 Granted 915,081 8.06 Exercised (295,361) 5.34 Forfeited (461,096) 19.04 Balance, November 30, 2022 8,204,416 $ 5.5 $ 18,062 For the three months ended November 30, 2022 and 2021, the Company recognized $2,766 and $2,766 in compensation expense related to stock options, respectively. For the nine months ended November 30, 2022 and 2021, the Company recognized $7,989 and $7,679 in compensation expense related to stock options, respectively. As of November 30, 2022, approximately $17,679 of unrecognized compensation expense related to our stock options is expected to be recognized over a weighted average period of 1.9 years. The aggregate intrinsic value of stock options exercised was $453 and $5,407 for the three months ended November 30, 2022 and 2021, respectively, and $1,598 and $28,605 for the nine months ended November 30, 2022 and 2021, respectively. (b) PlushCare Stock Options In connection with the acquisition of PlushCare, the Company assumed all stock options that were awarded under the PlushCare Plan and that were outstanding as of the closing of the acquisition. These options were converted into options to purchase the Company’s common stock at a ratio determined in the purchase agreement. The Company has no intent to grant any further options under the PlushCare Plan beyond the options granted and outstanding as of the Company's acquisition of PlushCare. The following is a summary of stock option activity under the PlushCare Plan: Weighted Weighted average remaining Aggregate exercise contractual life intrinsic Stock Options price in years value Balance, February 28, 2022 267,721 Exercised (59,939) $ 1.07 Forfeited (18,587) $ 2.79 Balance, November 30, 2022 189,195 $ 1.81 7.0 $ 1,443 For the three months ended November 30, 2022 and 2021, the Company recognized $1,072 and $1,323, respectively, in compensation expense related to PlushCare stock options. For the nine months ended November 30, 2022 and 2021, the Company recognized $3,528 and $2,778, respectively, in compensation expense related to PlushCare stock options. As of November 30, 2022, approximately $3,559 of unrecognized compensation expense related to PlushCare stock options is expected to be recognized over a weighted average period of 1.5 years. The aggregate intrinsic value of stock options exercised was $152 and $136 for the three months ended November 30, 2022 and 2021, respectively, and $635 and $811 for the nine months ended November 30, 2022 and 2021, respectively. (c) Restricted Stock Units Time-based restricted stock units are generally subject to a four-year vesting period, with one quarter of an award vesting one year after the vesting commencement date and the remainder vesting ratably on a monthly basis over the subsequent three years . The following is a summary of activity for the nine months ended November 30, 2022: Restricted Stock Units Balance, February 28, 2022 2,226,057 Granted 4,315,118 Vested (1,109,344) Forfeited (606,707) Balance, November 30, 2022 4,825,124 For the three months ended November 30, 2022 and 2021, the Company recognized $8,914 and $6,281, respectively, in restricted stock unit compensation expense. For the nine months ended November 30, 2022 and 2021, the Company recognized $24,220 and $14,297, respectively, in restricted stock unit compensation expense with $71,793 remaining total unrecognized compensation costs related to these awards as of November 30, 2022. The total unrecognized costs are expected to be recognized over a weighted-average term of 2.5 years. The weighted average grant date fair value of restricted stock units granted during the nine months ended November 30, 2022 was $8.75. In connection with the PlushCare acquisition, the agreement provides for the issuance of time-based restricted stock units for 64,694 shares of common stock to existing PlushCare shareholders upon the achievement of the contingent consideration revenue milestones. During the second quarter of fiscal 2023, 57,124 of these restricted stock units were issued. These restricted stock units are included in the table above. During the three and nine months ended November 30, 2022, the Company recorded $1,162 and $3,705 in stock-based compensation expense related to the approved issuance of restricted stock units in lieu of cash for a portion of the Company’s 2023 bonus plan payout. (d) Employee Stock Purchase Plan In July 2020, the Board of Directors adopted the Company’s 2020 Employee Stock Purchase Plan (the ESPP), which became effective immediately prior to the effectiveness of the registration statement for the Company’s initial public offering (IPO). The total shares of common stock initially reserved under the ESPP was limited to 1,100,000 shares. On March 1, 2022, there was an automatic annual increase, which increased the total available common shares to . Compensation – Stock Compensation , During the nine months ended November 30, 2022 and 2021, employees who elected to participate in the ESPP purchased a total of 560,345 and 140,838 shares of common stock, respectively, resulting in cash proceeds to the Company of $2,927 and $4,309, respectively. ESPP employee payroll contributions accrued as of November 30, 2022 and February 28, 2022 totaled $252 and $1,511, respectively, and are included within accrued compensation in the consolidated balance sheet. Cash withheld via employee payroll deductions is presented in financing activities as proceeds from stock purchases under employee stock purchase plan on the consolidated statement of cash flows. (e) Other In connection with the acquisition of 2nd.MD (Note 4), several 2nd.MD individuals entered into agreements with the Company whereby these individuals are eligible to receive an aggregate of 608,332 shares that required continued employment with the Company. These shares are excluded from the above restricted stock units table. Included in the 608,332 shares are 281,531 shares that were also contingent upon the achievement of the contingent consideration milestones. These shares are considered compensatory in the post business combination periods due to the additional service requirement for these individuals. These shares vested 50% on the first anniversary of the acquisition date and will vest 50% on the second anniversary of acquisition date. As a result of the achievement of certain revenue milestones (the contingent consideration milestones), a total of 256,418 of the eligible 281,531 shares will be issued to such shareholders, subject to the service requirements. As of November 30, 2022, there were 241,614 unvested shares outstanding with a grant date fair value of $46.56 per share, with vesting subject to future service periods. The Company recognized stock-based compensation expense of $219 and $3,540 during the three months ended November 30, 2022 and 2021, respectively, and $ and $10,621 during the nine months ended November 30, 2022 and 2021. The stock-based compensation expense for the nine months ended November 30, 2022 includes $3,139 of accelerated expense related to certain separation and transition agreements entered into during fiscal 2022. The unamortized compensation expense of $ will be recognized over a remaining period of 0.3 years. In connection with the acquisition of PlushCare (Note 4), certain PlushCare individuals entered into agreements with the Company whereby these individuals are eligible to receive an aggregate of 806,161 shares that require continued employment with the Company. These shares are excluded from the above restricted stock units table. These shares are considered compensatory in the post business combination periods due to the additional service requirement for these individuals. One third of these shares vested on the first anniversary of the acquisition date, one third will vest on the second anniversary of acquisition date, and one third will vest on the third anniversary of the acquisition date. As of November 30, 2022, there were 537,401 unvested shares outstanding with a grant date fair value of $52.52 per share. The Company recognized stock-based compensation expense of $3,519 and $3,519 during the three months ended November 30, 2022 and 2021, respectively. The Company recognized stock-based compensation expense of $10,663 and $6,728 during the nine months ended November 30, 2022 and 2021, respectively. The unamortized compensation expense of $21,498 will be recognized over a weighted average remaining period of 1.6 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Nov. 30, 2022 | |
Income Taxes | |
Income Taxes | (10) Income Taxes The provision (benefit) for income taxes consists of provisions for federal, state and foreign income taxes for separate U.S. tax filers and for entities in separate tax jurisdictions. As a result of the Company’s history of net operating losses (NOL), the Company has historically provided for a full valuation allowance against its U.S. deferred tax assets that are not more-likely-than-not to be realized. For the three months ended November 30, 2022 and 2021, the Company recorded income tax provision (benefit) of $77 and $3,325, respectively, which resulted in effective tax rates of 0.2% and 12.9%, respectively. For the nine months ended November 30, 2022 and 2021, the Company recorded income tax provision (benefit) of $(3,573) and $(9,501), respectively, which resulted in effective tax rates of 0.8% and 9.7%, respectively. The tax benefit for the nine months ended November 30, 2022 is primarily related to the reversal of the deferred tax liability associated with the basis difference in goodwill from the 2nd.MD acquisition. The goodwill impairment recorded in the first quarter of fiscal 2023 required the Company to reverse that deferred tax liability during the nine months ended November 30, 2022. The tax benefit for the three and nine months ended November 30, 2021 is related to the partial release of the U.S. valuation allowance due to the acquired intangibles of PlushCare. The decrease in the valuation allowance was due to the acquisition of PlushCare’s stock, whereby the acquired intangible assets had no tax basis. This required the Company to record a deferred tax liability which served as a source of taxable income to realize the existing deferred tax assets of the Company. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 9 Months Ended |
Nov. 30, 2022 | |
Net Income (Loss) Per Share Attributable to Common Stockholders | |
Net Income (Loss) Per Share Attributable to Common Stockholders | (11) Net Income (Loss) Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net income (loss) per share attributable to Accolade’s common stockholders: Three months ended Nine months ended November 30, November 30, 2022 2021 2022 2021 Net income (loss) $ (39,872) $ 22,503 $ (429,217) $ (88,568) Shares: Weighted-average common shares outstanding, basic 71,228,351 65,418,728 70,755,157 62,684,823 Dilutive effect of stock options — 5,792,987 — — Dilutive effect of unvested restricted stock units — 128,331 — — Dilutive effect of shares issued to 2nd.MD employees and subject to vesting — 102,042 — — Dilutive effect of shares to be issued to HealthReveal shareholders upon expiration of indemnification period — 19,138 — — Dilutive effect of shares issued to PlushCare employees and subject to vesting — 28,819 — — Weighted-average common shares outstanding, diluted 71,228,351 71,490,045 70,755,157 62,684,823 Net income (loss) per share attributable to common stockholders, basic $ (0.56) $ 0.34 $ (6.07) $ (1.41) Net income (loss) per share attributable to common stockholders, diluted $ (0.56) $ 0.31 $ (6.07) $ (1.41) Contingently issuable securities are excluded from diluted net loss per share attributable to common stockholders until the contingency has been resolved. In the periods in which the Company has reported a net loss, the potentially dilutive securities are antidilutive. The following potential outstanding shares of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Three months ended Nine months ended November 30, November 30, 2022 2021 2022 2021 Stock options 8,393,611 534,377 8,393,611 8,468,806 Unvested restricted stock units 4,825,124 1,298,788 4,825,124 1,788,134 Shares issued to 2nd.MD employees and subject to vesting 274,224 281,531 274,224 281,531 Contingent shares in connection with 2nd.MD acquisition — 1,889,441 — 1,889,441 Shares issued to PlushCare employees and subject to vesting 537,401 844,202 537,401 844,202 Contingent shares in connection with PlushCare acquisition 102,111 1,494,210 102,111 1,494,210 Indemnity shares held in escrow in connection with PlushCare acquisition 27,342 — 27,342 27,382 Shares to be issued to HealthReveal shareholders upon expiration of indemnification 28,089 — 28,089 28,089 Convertible Senior Notes 5,700,297 5,700,297 5,700,297 5,700,297 Total 19,888,199 12,042,846 19,888,199 20,522,092 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Nov. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (12) Commitments and Contingencies (a) Legal Proceedings The Company is involved in various claims, inquiries and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s financial position or liquidity. As of November 30, 2022, the Company had accruals of $3,700 related to legal matters. On May 8, 2021, a purported class action complaint (Robbins v. PlushCare, Inc. et al.) was filed in the United States District Court for the Northern District of California against the Company’s wholly owned subsidiary, PlushCare, Inc. The complaint, as amended, alleges that certain of PlushCare’s subscription payment practices violate California and other state automatic renewal laws and the Federal Electronic Funds Transfer Act, among other claims, arising from allegations that PlushCare failed to provide adequate disclosures to members. The lawsuit seeks restitution of subscription fees, statutory damages for each violation, subject to trebling, reasonable attorneys’ fees, and injunctive relief. Under the terms of the agreement to purchase PlushCare, the selling shareholders will indemnify Accolade for losses related to this matter, subject to a cap. During the three months ended November 30, 2022, the parties tentatively agreed on a settlement and the Company has recorded a contingent liability. The majority of the Company’s liability is eligible to be paid through third-party insurance and the remaining indemnification from the selling shareholders of PlushCare. The remainder amounted to $439 at November 30, 2022 and was recorded in general and administrative expenses in the statement of operations. (b) Employment Agreements Certain officers of the Company have employment agreements providing for severance, continuation of benefits, and other specified rights in the event of termination without cause, including in the event of a change of control of the Company, as defined in the agreements. (c) Purchase Obligations The Company has minimum required purchase commitments of $40,323 pursuant to an agreement primarily related to cloud computing services. Portions of the total purchase commitment are required to be met prior to the end of each contract year, September 30, in each of fiscal years 2023 through 2027. If total purchases in a contract year do not meet the portion of the commitment required for that year, the shortfall must be prepaid and can be used for future purchases through September 30, 2027. As of November 30, 2022, the Company has remaining future purchase commitments under this agreement of $34,114. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 30, 2022 | |
Basis of Presentation and 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. Through the acquisition of PlushCare, Inc. (PlushCare), the Company has various administrative service agreements (ASA) with professional medical corporations established in California, Illinois, Wyoming, and New Jersey (PC). The PCs employ or contract with medical providers who provide services via the Company’s technology platform. The ASAs are evergreen and are terminable by the parties for breach or bankruptcy. Through the ASAs, the Company provides non-clinical administrative services to the PCs and manages the economic activities that most significantly affect PCs. The PCs retain control over the provision of medical services and the PC’s clinical personnel. The PCs are variable interest entities (VIE) to the Company. Under Accounting Standards Codification Subtopic 810 – Consolidation The PCs and the Company are independent entities, and as such creditors of the PCs do not have recourse against the Company in the event of default by the PCs. Additionally, the PCs’ non-cash assets are available to the Company to satisfy obligations or for other corporate purposes. |
Unaudited Interim Financial Statements | (b) Unaudited Interim Financial Statements The accompanying consolidated financial statements and the related footnote disclosures are unaudited. The unaudited consolidated interim financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s interim consolidated financial position as of November 30, 2022, the results of its operations for the three and nine months ended November 30, 2022 and 2021, and its cash flows for the nine months ended November 30, 2022 and 2021. The results for the three and nine months ended November 30, 2022 are not necessarily indicative of results to be expected for the year ending February 28, 2023, any other interim periods, or any future year or period. The Company’s management believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended February 28, 2022. |
Capitalized Internal-Use Software Costs | (c) Capitalized Internal-Use Software Costs Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Internal-use software is included in property and equipment and is amortized on a straight-line basis over 3 years. For the three months ended November 30, 2022 and 2021, the Company capitalized $1,941 and $263, respectively, for internal-use software. For the nine months ended November 30, 2022 and 2021, the Company capitalized $3,440 and $619, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the three months ended November 30, 2022 and 2021 was $290 and $290, respectively. Amortization expense related to capitalized internal-use software during the nine months ended November 30, 2022 and 2021 was $869 and $2,096, respectively. |
Impairment of Long Lived Assets | (d) Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment and finite-lived intangibles, 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 long-lived asset impairment charges recorded during the three and nine months ended November 30, 2022 and 2021. |
Intangible Assets | (e) Intangible Assets The Company has acquired intangible assets in the form of developed technology, customer relationships, trade names, supplier-based network, and non-compete agreements through various acquisitions. Intangible assets are recorded at fair value on the date of acquisition and are subject to amortization over the estimated useful lives of each asset. Estimates of fair value and useful lives are based on historical factors, current circumstances, and the experience and judgment of management. Estimates and assumptions used to value intangible assets are evaluated by management on an ongoing basis. |
Goodwill | (f) 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 an impairment analysis of goodwill 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. A goodwill impairment loss was recorded during the first quarter of fiscal 2023. See Note 5 for further information. |
Revenue and Deferred Revenue | ( g ) Revenue and Deferred Revenue Revenue Recognition The Company generates revenue by providing customers access to its advocacy, expert medical opinion, and virtual primary care and mental health support services, as well as through utilization of its expert medical opinion and virtual primary care and mental health support services that were acquired through the acquisitions of Innovation Specialists LLC d/b/a 2nd.MD (2nd.MD) and PlushCare. Contracts with customers that include expert medical opinion or virtual primary care and mental health support services may contain either an access fee, a utilization-based fee, or both. 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 contracts; 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 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 for its advocacy contracts 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 per-member-per-month (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, consultations or visits 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 to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur (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, consultations, or visits. Access Fees The Company generates revenue primarily from contracts with customers to access the Company’s advocacy, expert medical opinion, and virtual primary care and mental health support services. The Company prices access fees primarily using a recurring PMPM fee, typically with a portion of the fee calculated as the product of a fixed rate times the number of members (fixed PMPM fee), plus a variable PMPM fee calculated as the product of a variable rate times the number of members (variable PMPM fee). The fees associated with the variable PMPM fee can be earned through the achievement of performance metrics and/or the realization of healthcare cost savings resulting from use 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. The PMPM fees for expert medical opinion and virtual primary care and mental health support services may be tiered based upon the customer’s utilization. Access to the Company’s services represent a single stand-ready performance obligation. 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 advocacy 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. For the majority of expert medical opinion services, the Company satisfies these performance obligations over time and recognizes revenue in the amount of consideration for which it has the right to invoice using the as-invoiced practical expedient. Access fees also include access to the Company’s virtual primary care and mental health support services sold directly to consumers on a monthly or yearly fixed fee subscription basis. For these services, the Company satisfies these stand-ready performance obligations over time and recognizes revenue ratably over the subscription period. Utilization-based fees The Company also generates revenue when members utilize the expert medical opinion and virtual primary care and mental health support services that are billed based on utilization. Many, but not all, contracts with customers contain utilization-based fees. For any utilization-based fees, the Company satisfies these performance obligations over time and recognizes revenue in the amount of consideration for which it has the right to invoice using the as-invoiced practical expedient for any consultations or visits sold to enterprise customers as well as any non-insured consultations or visits related to virtual primary care and mental health support services sold directly to consumers. For any consultations or visits that are paid through insurance claims, the Company recognizes revenue as the consultations and visits occur in an amount that reflects the consideration that is expected based upon then-current prices and historical experience from insurance payors. Deferred Revenue 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 the stand-ready 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. |
Concentration of Credit Risk | ( h ) Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, and marketable securities. 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. Marketable securities are comprised of United States treasury bills with original maturities greater than three months. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash, cash equivalents, and marketable securities and performs periodic evaluations of the credit standing of such institutions. Additionally, no customer represented 10% or more of our revenue for the three and nine months ended November 30, 2022 and 2021. |
Marketable Securities | ( i ) Marketable Securities The Company classifies its marketable securities as available-for-sale, which include U.S. treasury bills with original maturities of greater than three months. These securities are carried at fair market value. |
Leases | (j) Leases In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases The Company adopted Topic 842 on February 28, 2022, with an effective date of adoption of March 1, 2021, using the modified retrospective approach. Topic 842 requires the Company to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments, and a corresponding right-of-use (ROU) asset on its consolidated balance sheet for most leases and disclose key information about leasing arrangements. The Company elected to utilize the package of practical expedients available under Topic 842, which allowed it to not reassess: (i) whether any expired or existing contracts contain leases, (ii) the lease classification for any expired or existing leases, and (iii) the initial direct costs for existing leases. As a result of the adoption, the Company recorded operating lease right-of-use assets and operating lease liabilities of $34,739 and $38,740, respectively, on the consolidated balance sheet as of March 1, 2021. Whenever the Company enters into a new arrangement, it determines, at the inception date, whether the arrangement is or contains a lease. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the right to direct the use of, and obtain substantially all the economic benefits from, the use of the underlying asset. If a lease exists, the Company then determines the separate lease and non-lease components of the arrangement. Each right to use an underlying asset conveyed by a lease arrangement should generally be considered a separate lease component if it both: (i) can benefit the Company without depending on other resources not readily available to the Company and (ii) does not significantly affect, and is not significantly affected by, other rights of use conveyed by the lease. Aspects of a lease arrangement that transfer other goods or services to the Company but do not meet the definition of lease components are considered non-lease components. The consideration owed by the Company pursuant to a lease arrangement is generally allocated to each lease and non-lease component for accounting purposes. However, the Company has elected, for all of its leases, to not separate lease and non-lease components. For each lease, the Company then determines the lease term, the present value of lease payments, and the classification of the lease as either an operating or finance lease. The lease term is the period of the lease not cancellable by the Company, together with periods covered by: (i) renewal options the Company is reasonably certain to exercise, (ii) termination options the Company is reasonably certain not to exercise, and (iii) renewal or termination options that are controlled by the lessor. The present value of lease payments is calculated based on: (1) Lease payments – Lease payments included in the measurement of the lease asset or liability comprise the following: fixed payments (including in-substance fixed payments), and the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise. (2) Discount rate – the discount rate is determined based on information available to the Company upon the commencement of the lease. Lessees are required to use the rate implicit in the lease whenever such rate is readily available; however, as the implicit rate in the Company’s leases is generally not readily determinable, the Company generally uses the incremental borrowing rate it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis, over a timeframe similar to the lease term. In making the determination of whether a lease is an operating lease or a finance lease, the Company considers the lease term in relation to the economic life of the leased asset, the present value of lease payments in relation to the fair value of the leased asset and certain other factors, including the lessee’s and lessor’s rights, obligations, and economic incentives over the term of the lease. The Company does not recognize leases with an initial term of 12 months or less on its consolidated balance sheets and recognizes these payments in the consolidated statements of operations on a straight-line basis over the lease term. Certain leases contain variable payments which are based on usage or operating costs, such as utilities and maintenance. These payments are not included in the measurement of the lease liability or corresponding right-of-use asset due to the uncertainty of the payment amount and are recorded as lease expense in the period incurred. Prior to the adoption of Topic 842, the Company accounted for leases under FASB ASC Topic 840, Leases |
Recently Issued Accounting Standards | (k) Recently Issued Accounting Standards In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Revenue | |
Disaggregation of revenue | Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Access fees $ 69,965 $ 69,063 $ 205,968 $ 185,968 Utilization-based fees 20,981 14,387 58,149 30,297 Total $ 90,946 $ 83,450 $ 264,117 $ 216,265 |
Revenue expected to be recognized from remaining performance obligations | Fiscal year ending February 28(29), Remainder of 2023 $ 53,759 2024 116,787 2025 51,465 2026 11,838 Total $ 233,849 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Acquisition of 2nd.MD | |
Business Acquisition [Line Items] | |
Schedule of purchase consideration | Consideration Cash consideration, net of cash acquired $ 226,135 Fair value of common stock issued 116,187 Fair value of replacement awards 1,520 Fair value of contingent consideration 76,248 Total consideration $ 420,090 |
Schedule of estimated fair values of the assets acquired and liabilities assumed | Assets acquired: Accounts receivable $ 5,550 Unbilled revenue 226 Current portion of deferred contract acquisition costs 176 Prepaid and other current assets 1,052 Property and equipment 4,344 Deferred contract acquisition costs 564 Goodwill 208,286 Intangible assets (1) Customer relationships 120,000 Technology 58,000 Supplier-based network 25,000 Trade name 3,400 Non-compete agreement 3,100 Total assets acquired $ 429,698 Liabilities assumed: Accounts payable $ 1,195 Accrued expenses 585 Accrued compensation 3,817 Deferred rent and other current liabilities 904 Due to customers 294 Current portion of deferred revenue 625 Deferred rent and other noncurrent liabilities 2,188 Total liabilities assumed $ 9,608 Net assets acquired $ 420,090 (1) The weighted-average useful life of intangible assets acquired is approximately 14 years . |
PlushCare | |
Business Acquisition [Line Items] | |
Schedule of purchase consideration | Consideration Fair value of common stock issued $ 330,338 Fair value of contingent consideration 44,618 Cash consideration, net of cash acquired 33,860 Fair value of replacement awards 5,209 Total consideration $ 414,025 |
Schedule of estimated fair values of the assets acquired and liabilities assumed | Assets acquired: Accounts receivable $ 1,359 Prepaid and other current assets 573 Property and equipment 298 Other noncurrent assets 932 Goodwill 365,597 Intangible assets (1) Customer relationships 4,050 Technology 40,650 Trade name 10,300 Non-compete agreements 6,200 Total assets acquired $ 429,959 Liabilities assumed: Accounts payable $ 1,532 Accrued expenses 193 Accrued compensation 2,117 Current portion of deferred revenue 1,212 Deferred tax liability 9,992 Other liabilities 888 Total liabilities assumed $ 15,934 Net assets acquired $ 414,025 (1) The weighted-average useful life of intangible assets acquired is approximately 5 years . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Goodwill and Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | Balance, February 28, 2022 $ 577,896 Impairment (299,705) Balance, November 30, 2022 $ 278,191 |
Schedule of Intangible assets | As of November 30, 2022 Useful Life Gross Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life (Years) Customer relationships 2 to 20 years $ 124,050 $ (13,374) $ 110,676 18.1 Technology 2 to 5 years 111,526 (39,280) 72,246 3.2 Supplier-based network 5 years 25,000 (8,750) 16,250 3.3 Trade name 10 years 13,700 (2,140) 11,560 8.4 Non-compete agreement 2 to 3 years 9,300 (6,458) 2,842 0.8 $ 283,576 $ (70,002) $ 213,574 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Leases | |
Schedule of components of operating lease cost | Three Months Ended November 30, Nine Months Ended November 30, 2022 2021 2022 2021 Operating lease cost $ 1,890 $ 1,805 $ 5,728 $ 5,374 Variable lease cost 642 435 1,609 1,216 Total lease cost $ 2,532 $ 2,240 $ 7,337 $ 6,590 |
Schedule of cash flow and supplemental information | Nine Months Ended November 30, Cash Flow Information 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,300 $ 6,243 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 2,155 $ 3,356 Supplemental Information November 30, 2022 Weighted-average remaining lease term (years) 5.5 Weighted-average discount rate 4.9 % |
Summary of future aggregate minimum lease payments as of under all non-cancelable operating leases | Year Ending February 28(29), Remainder of 2023 $ 2,313 2024 8,845 2025 7,266 2026 7,232 2027 6,416 Thereafter 9,395 Total lease payments 41,467 Less: Imputed interest (5,226) Total lease liabilities $ 36,241 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Fair Value Measurements | |
Schedule of fair value of financial assets and liabilities | November 30, 2022 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 147,029 $ — $ — $ 147,029 February 28, 2022 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 131,527 $ — $ — $ 131,527 United States treasury bills $ 99,999 $ — $ — $ 99,999 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Debt | |
Schedule Of Debt | November 30, 2022 February 28, 2022 Principal $ 287,500 $ 287,500 Unamortized issuance costs (5,586) (6,834) Net carrying amount $ 281,914 $ 280,666 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock-based compensation | Three months ended November 30, Nine months ended November 30, 2022 2021 2022 2021 Cost of revenue, excluding depreciation and amortization $ 1,247 $ 949 $ 3,645 $ 2,331 Product and technology 5,930 5,303 19,045 13,491 Sales and marketing 4,513 3,608 12,772 9,035 General and administrative 6,216 8,517 19,347 20,970 Total stock-based compensation $ 17,906 $ 18,377 $ 54,809 $ 45,827 |
Schedule of restricted stock units activity | Restricted Stock Units Balance, February 28, 2022 2,226,057 Granted 4,315,118 Vested (1,109,344) Forfeited (606,707) Balance, November 30, 2022 4,825,124 |
2020 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock option activity | The following is a summary of stock option activity under the Incentive Plan: Weighted Weighted average remaining Aggregate exercise contractual life intrinsic Stock Options price in years value Balance, February 28, 2022 8,045,792 $ 11.24 Granted 915,081 8.06 Exercised (295,361) 5.34 Forfeited (461,096) 19.04 Balance, November 30, 2022 8,204,416 $ 5.5 $ 18,062 |
PlushCare, Inc. Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock option activity | In connection with the acquisition of PlushCare, the Company assumed all stock options that were awarded under the PlushCare Plan and that were outstanding as of the closing of the acquisition. These options were converted into options to purchase the Company’s common stock at a ratio determined in the purchase agreement. The Company has no intent to grant any further options under the PlushCare Plan beyond the options granted and outstanding as of the Company's acquisition of PlushCare. The following is a summary of stock option activity under the PlushCare Plan: Weighted Weighted average remaining Aggregate exercise contractual life intrinsic Stock Options price in years value Balance, February 28, 2022 267,721 Exercised (59,939) $ 1.07 Forfeited (18,587) $ 2.79 Balance, November 30, 2022 189,195 $ 1.81 7.0 $ 1,443 |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Nov. 30, 2022 | |
Net Income (Loss) Per Share Attributable to Common Stockholders | |
Schedule of computation of basic and diluted net loss per share | Three months ended Nine months ended November 30, November 30, 2022 2021 2022 2021 Net income (loss) $ (39,872) $ 22,503 $ (429,217) $ (88,568) Shares: Weighted-average common shares outstanding, basic 71,228,351 65,418,728 70,755,157 62,684,823 Dilutive effect of stock options — 5,792,987 — — Dilutive effect of unvested restricted stock units — 128,331 — — Dilutive effect of shares issued to 2nd.MD employees and subject to vesting — 102,042 — — Dilutive effect of shares to be issued to HealthReveal shareholders upon expiration of indemnification period — 19,138 — — Dilutive effect of shares issued to PlushCare employees and subject to vesting — 28,819 — — Weighted-average common shares outstanding, diluted 71,228,351 71,490,045 70,755,157 62,684,823 Net income (loss) per share attributable to common stockholders, basic $ (0.56) $ 0.34 $ (6.07) $ (1.41) Net income (loss) per share attributable to common stockholders, diluted $ (0.56) $ 0.31 $ (6.07) $ (1.41) |
Schedule of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders | Three months ended Nine months ended November 30, November 30, 2022 2021 2022 2021 Stock options 8,393,611 534,377 8,393,611 8,468,806 Unvested restricted stock units 4,825,124 1,298,788 4,825,124 1,788,134 Shares issued to 2nd.MD employees and subject to vesting 274,224 281,531 274,224 281,531 Contingent shares in connection with 2nd.MD acquisition — 1,889,441 — 1,889,441 Shares issued to PlushCare employees and subject to vesting 537,401 844,202 537,401 844,202 Contingent shares in connection with PlushCare acquisition 102,111 1,494,210 102,111 1,494,210 Indemnity shares held in escrow in connection with PlushCare acquisition 27,342 — 27,342 27,382 Shares to be issued to HealthReveal shareholders upon expiration of indemnification 28,089 — 28,089 28,089 Convertible Senior Notes 5,700,297 5,700,297 5,700,297 5,700,297 Total 19,888,199 12,042,846 19,888,199 20,522,092 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Principles of Consolidation (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Assets | $ 913,791 | $ 1,285,529 |
Cash | 325,637 | 365,853 |
Accounts receivable | 20,483 | 21,116 |
Liabilities | 427,838 | $ 429,735 |
PC | ||
Basis of Presentation and Summary of Significant Accounting Policies | ||
Assets | 46,602 | |
Cash | 17,186 | |
Accounts receivable | 26,226 | |
Liabilities | 27,835 | |
Due to affiliate | $ 22,581 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment and Capitalized Internal Use Software Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Amortization expenses | $ 34,749 | $ 30,967 | ||
Computer software | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 3 years | |||
Capitalized cost | $ 1,941 | $ 263 | $ 3,440 | 619 |
Amortization expenses | $ 290 | $ 290 | $ 869 | $ 2,096 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Mar. 01, 2021 | |
Impairment of Long Lived Assets | ||||||
Impairment charges | $ 0 | $ 0 | $ 0 | $ 0 | ||
Operating lease right-of-use assets | 30,936 | 30,936 | $ 33,126 | $ 34,739 | ||
Operating lease liabilities | $ 36,241 | $ 36,241 | $ 38,740 |
Revenue - Revenues disaggregate
Revenue - Revenues disaggregated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 90,946 | $ 83,450 | $ 264,117 | $ 216,265 |
Access fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 69,965 | 69,063 | 205,968 | 185,968 |
Utilization-based fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 20,981 | $ 14,387 | $ 58,149 | $ 30,297 |
Revenue - Revenue and Deferred
Revenue - Revenue and Deferred Revenue (Details) $ in Thousands | Nov. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 233,849 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 53,759 |
Revenue remaining performance obligation satisfaction period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-03-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 116,787 |
Revenue remaining performance obligation satisfaction period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-03-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 51,465 |
Revenue remaining performance obligation satisfaction period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-03-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 11,838 |
Revenue remaining performance obligation satisfaction period | 1 year |
Revenue - Revenue and Deferre_2
Revenue - Revenue and Deferred Revenue Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Revenue | ||||
Contract with customer liability revenue recognized | $ 29,993 | $ 25,817 | ||
Revenue related to performance obligations satisfied in prior periods | $ 664 | $ 1,330 | $ 3,291 | $ 4,088 |
Revenue - Cost to obtain and fu
Revenue - Cost to obtain and fulfill a contract (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Capitalized Contract Cost [Line Items] | ||||
Deferred amortization term | 5 years | 5 years | ||
Deferred commissions, wrote off | $ 484 | |||
Impairment loss on deferred commission | $ 0 | 0 | $ 0 | $ 0 |
Selling And Marketing Expense [Member] | ||||
Capitalized Contract Cost [Line Items] | ||||
Amortization of contract cost | 620 | 489 | 1,884 | 1,390 |
Sales commission | ||||
Capitalized Contract Cost [Line Items] | ||||
Amortization of contract cost | $ 2,117 | 916 | $ 5,617 | 2,949 |
Customer set up cost | ||||
Capitalized Contract Cost [Line Items] | ||||
Deferred amortization term | 5 years | 5 years | ||
Amortization of contract cost | $ 259 | 205 | $ 707 | 548 |
Deferred implementation costs | ||||
Capitalized Contract Cost [Line Items] | ||||
Amortization of contract cost | $ 581 | $ 524 | $ 811 | $ 839 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 09, 2021 | Mar. 03, 2021 | Nov. 30, 2021 | |
Consideration Paid | |||
Cash consideration, net of cash acquired | $ 260,165 | ||
Acquisition of 2nd.MD | |||
Consideration Paid | |||
Cash consideration, net of cash acquired | $ 226,135 | ||
Fair value of common stock issued | 116,187 | ||
Fair value of replacement awards | 1,520 | ||
Fair value of contingent consideration | 76,248 | ||
Total consideration paid | $ 420,090 | ||
PlushCare | |||
Consideration Paid | |||
Cash consideration, net of cash acquired | $ 33,860 | ||
Fair value of common stock issued | 330,338 | ||
Fair value of replacement awards | 5,209 | ||
Fair value of contingent consideration | 44,618 | ||
Total consideration paid | $ 414,025 |
Acquisitions - Shares Issued (D
Acquisitions - Shares Issued (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Jun. 01, 2022 shares | Sep. 30, 2021 shares | Jun. 09, 2021 USD ($) shares | Mar. 03, 2021 USD ($) item shares | May 31, 2022 shares | Nov. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) | Nov. 30, 2022 USD ($) shares | Nov. 30, 2021 USD ($) | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||||||
Acquisition and integration-related costs | $ 439 | $ 311 | $ 439 | $ 13,208 | |||||||
Change in fair value of contingent consideration | (68,428) | $ (38,282) | |||||||||
Employees | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Estimated fair value of replacement awards attributable to pre-acquisition services | $ 5,434 | ||||||||||
Acquisition of 2nd.MD | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Aggregate purchase price consideration | 420,090 | ||||||||||
Cash consideration | 226,135 | ||||||||||
Cash acquired | $ 205 | ||||||||||
Shares issued during acquisition period | shares | 2,822,242 | ||||||||||
Settlement of acquisition-related contingent consideration (shares) | shares | 1,939,853 | ||||||||||
Shares fully vested upon acquisition | shares | 2,495,441 | ||||||||||
Shares fully unvested upon acquisition | shares | 326,801 | ||||||||||
Number of earnout scenarios | item | 2 | ||||||||||
Estimated fair value of replacement awards attributable to pre-acquisition services | $ 1,520 | ||||||||||
Units issued | shares | 120,760 | ||||||||||
Estimated fair value of replacement awards | $ 3,914 | ||||||||||
Fair value of contingent consideration | $ 37,767 | ||||||||||
Repayment of debt | $ 13,026 | ||||||||||
Acquisition of 2nd.MD | Measurement Input Attrition Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 8 | ||||||||||
Acquisition of 2nd.MD | Measurement Input Tax Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 24 | ||||||||||
Acquisition of 2nd.MD | Measurement Input, Discount Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 13 | ||||||||||
Acquisition of 2nd.MD | Measurement Input Royalty Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 1.5 | ||||||||||
Acquisition of 2nd.MD | Measurement Input Probability of Completion Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 33 | ||||||||||
Acquisition of 2nd.MD | Individuals Agreements With Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares fully unvested upon acquisition | shares | 326,801 | ||||||||||
Additional shares eligible to be received | shares | 281,531 | ||||||||||
Vesting period | 2 years | ||||||||||
Acquisition of 2nd.MD | Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period | 3 years | ||||||||||
Acquisition of 2nd.MD | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares issued during acquisition period | shares | 4,384,882 | 1,977,343 | |||||||||
Additional shares issued | shares | 2,170,972 | ||||||||||
Amortization period | 20 years | ||||||||||
PlushCare | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Aggregate purchase price consideration | $ 414,025 | ||||||||||
Cash consideration | 1,828 | ||||||||||
Cash acquired | $ 17,837 | ||||||||||
Shares issued during acquisition period | shares | 7,144,393 | ||||||||||
Estimated fair value of replacement awards attributable to pre-acquisition services | $ 5,209 | ||||||||||
Units issued | shares | 325,992 | ||||||||||
Estimated fair value of replacement awards | $ 11,454 | ||||||||||
Fair value of contingent consideration | $ 37,683 | ||||||||||
Repayment of debt | $ 1,463 | ||||||||||
Shares forfeited excluded from purchase price | shares | 806,161 | ||||||||||
Change in fair value of contingent consideration | $ 3,292 | ||||||||||
Vesting period | 3 years | ||||||||||
Shares issued subject to future vesting | shares | 854,717 | ||||||||||
Cash issued upon achievement of defined revenue milestones | $ 2,000 | ||||||||||
Additional shares issued | shares | 1,327,408 | 1,429,556 | |||||||||
Additional Shares Issuable Withheld | shares | 102,111 | 102,111 | |||||||||
PlushCare | Adjustment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of contingent consideration | 3,292 | $ 3,292 | |||||||||
Increase in goodwill | $ 5,799 | ||||||||||
PlushCare | Measurement Input, Discount Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 12.5 | ||||||||||
PlushCare | Measurement Input Royalty Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 3 | ||||||||||
PlushCare | Employees | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Estimated fair value of replacement awards attributable to pre-acquisition services | $ 16,663 | ||||||||||
PlushCare | Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period | 2 years | ||||||||||
PlushCare | Minimum | Measurement Input Attrition Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 25 | ||||||||||
PlushCare | Minimum | Measurement Input Tax Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 25 | ||||||||||
PlushCare | Minimum | Measurement Input Probability of Completion Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 70 | ||||||||||
PlushCare | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period | 10 years | ||||||||||
PlushCare | Maximum | Measurement Input Attrition Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 50 | ||||||||||
PlushCare | Maximum | Measurement Input Probability of Completion Rate | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of intangible assets, measurement input | 90 | ||||||||||
HealthReveal | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares issued subject to future vesting | shares | 28,089 | ||||||||||
Additional shares issued | shares | 252,808 |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 09, 2021 | Mar. 03, 2021 | Nov. 30, 2022 | Feb. 28, 2022 |
Assets acquired: | |||||
Goodwill | $ 278,191 | $ 577,896 | |||
PlushCare | |||||
Assets acquired: | |||||
Accounts receivable | $ 1,359 | ||||
Prepaid and other current assets | 573 | ||||
Property and equipment | 298 | ||||
Other noncurrent assets | 932 | ||||
Goodwill | 365,597 | ||||
Total assets acquired | 429,959 | ||||
Liabilities assumed | |||||
Accounts payable | 1,532 | ||||
Accrued expenses | 193 | ||||
Accrued compensation | 2,117 | ||||
Current portion of deferred revenue | 1,212 | ||||
Deferred tax liability | 9,992 | ||||
Other liabilities | 888 | ||||
Total liabilities assumed | 15,934 | ||||
Net assets acquired | $ 414,025 | ||||
Weighted-average useful life of intangible assets | 5 years | ||||
Decrease in recognized goodwill | $ 1,685 | ||||
PlushCare | Customer relationships | |||||
Assets acquired: | |||||
Intangible assets | 4,050 | ||||
PlushCare | Technology | |||||
Assets acquired: | |||||
Intangible assets | 40,650 | ||||
PlushCare | Trade name | |||||
Assets acquired: | |||||
Intangible assets | 10,300 | ||||
PlushCare | Non-compete agreement | |||||
Assets acquired: | |||||
Intangible assets | $ 6,200 | ||||
Acquisition of 2nd.MD | |||||
Assets acquired: | |||||
Accounts receivable | $ 5,550 | ||||
Unbilled revenue | 226 | ||||
Current portion of deferred contract acquisition costs | 176 | ||||
Prepaid and other current assets | 1,052 | ||||
Property and equipment | 4,344 | ||||
Deferred contract acquisition costs | 564 | ||||
Goodwill | 208,286 | ||||
Total assets acquired | 429,698 | ||||
Liabilities assumed | |||||
Accounts payable | 1,195 | ||||
Accrued expenses | 585 | ||||
Accrued compensation | 3,817 | ||||
Deferred rent and other current liabilities | 904 | ||||
Due to customers | 294 | ||||
Current portion of deferred revenue | 625 | ||||
Deferred rent and other noncurrent liabilities | 2,188 | ||||
Total liabilities assumed | 9,608 | ||||
Net assets acquired | $ 420,090 | ||||
Weighted-average useful life of intangible assets | 14 years | ||||
Decrease in recognized goodwill | $ 1,878 | ||||
Acquisition of 2nd.MD | Customer relationships | |||||
Assets acquired: | |||||
Intangible assets | 120,000 | ||||
Acquisition of 2nd.MD | Technology | |||||
Assets acquired: | |||||
Intangible assets | 58,000 | ||||
Acquisition of 2nd.MD | Supplier-based network | |||||
Assets acquired: | |||||
Intangible assets | 25,000 | ||||
Acquisition of 2nd.MD | Trade name | |||||
Assets acquired: | |||||
Intangible assets | 3,400 | ||||
Acquisition of 2nd.MD | Non-compete agreement | |||||
Assets acquired: | |||||
Intangible assets | $ 3,100 | ||||
HealthReveal | Technology | |||||
Assets acquired: | |||||
Intangible assets | $ 9,976 | ||||
Liabilities assumed | |||||
Weighted-average useful life of intangible assets | 3 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Carrying amount of goodwill (Details) $ in Thousands | 9 Months Ended |
Nov. 30, 2022 USD ($) | |
Changes in the carrying amount of goodwill | |
Balance, February 28, 2022 | $ 577,896 |
Impairment | (299,705) |
Balance, May 31, 2022 | $ 278,191 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Nov. 30, 2022 USD ($) | Nov. 30, 2022 USD ($) $ / shares | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment | $ 299,705 | |
Goodwill impairment charge, basic (in dollars per share) | $ / shares | $ 4.24 | |
Goodwill impairment charge, diluted (in dollars per share) | $ / shares | $ 4.24 | |
Impairment charges on intangible assets | $ 0 | $ 0 |
Discount rate for goodwill impairment test | 11% | 11% |
Goodwill impairment test for current revenue | 1.1 | 1.1 |
Goodwill impairment test for deferred revenue | 1.8 | 1.8 |
Excess of reporting unit fair value over carrying value | $ 0 | |
Income-based approach | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment test, percentage | 70% | 70% |
Market-based approach | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment test, percentage | 30% | 30% |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Goodwill and Intangible Assets | ||||
Gross Value | $ 283,576 | $ 283,576 | ||
Accumulated Amortization | (70,002) | (70,002) | ||
Net Carrying Value | 213,574 | 213,574 | ||
Amortization expense for intangible assets | 10,372 | $ 10,028 | 31,116 | $ 26,166 |
Customer relationships | ||||
Goodwill and Intangible Assets | ||||
Gross Value | 124,050 | 124,050 | ||
Accumulated Amortization | (13,374) | (13,374) | ||
Net Carrying Value | 110,676 | $ 110,676 | ||
Weighted Average Remaining Useful Life | 18 years 1 month 6 days | |||
Customer relationships | Minimum | ||||
Goodwill and Intangible Assets | ||||
Useful Life | 2 years | |||
Customer relationships | Maximum | ||||
Goodwill and Intangible Assets | ||||
Useful Life | 20 years | |||
Technology | ||||
Goodwill and Intangible Assets | ||||
Gross Value | 111,526 | $ 111,526 | ||
Accumulated Amortization | (39,280) | (39,280) | ||
Net Carrying Value | 72,246 | $ 72,246 | ||
Weighted Average Remaining Useful Life | 3 years 2 months 12 days | |||
Technology | Minimum | ||||
Goodwill and Intangible Assets | ||||
Useful Life | 2 years | |||
Technology | Maximum | ||||
Goodwill and Intangible Assets | ||||
Useful Life | 5 years | |||
Supplier-based network | ||||
Goodwill and Intangible Assets | ||||
Useful Life | 5 years | |||
Gross Value | 25,000 | $ 25,000 | ||
Accumulated Amortization | (8,750) | (8,750) | ||
Net Carrying Value | 16,250 | $ 16,250 | ||
Weighted Average Remaining Useful Life | 3 years 3 months 18 days | |||
Trade name | ||||
Goodwill and Intangible Assets | ||||
Useful Life | 10 years | |||
Gross Value | 13,700 | $ 13,700 | ||
Accumulated Amortization | (2,140) | (2,140) | ||
Net Carrying Value | 11,560 | $ 11,560 | ||
Weighted Average Remaining Useful Life | 8 years 4 months 24 days | |||
Non-compete agreement | ||||
Goodwill and Intangible Assets | ||||
Gross Value | 9,300 | $ 9,300 | ||
Accumulated Amortization | (6,458) | (6,458) | ||
Net Carrying Value | $ 2,842 | $ 2,842 | ||
Weighted Average Remaining Useful Life | 9 months 18 days | |||
Non-compete agreement | Minimum | ||||
Goodwill and Intangible Assets | ||||
Useful Life | 2 years | |||
Non-compete agreement | Maximum | ||||
Goodwill and Intangible Assets | ||||
Useful Life | 3 years |
Leases - Components of operatin
Leases - Components of operating lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Operating lease cost | $ 1,890 | $ 1,805 | $ 5,728 | $ 5,374 |
Variable lease cost | 642 | 435 | 1,609 | 1,216 |
Total lease cost | $ 2,532 | $ 2,240 | $ 7,337 | $ 6,590 |
Maximum | ||||
Remaining lease term | 8 years | 8 years |
Leases - Cash Flow and Suppleme
Leases - Cash Flow and Supplemental Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2022 | Nov. 30, 2021 | |
Leases | ||
Operating cash flows from operating leases | $ 6,300 | $ 6,243 |
Right-of-use assets obtained in exchange for lease obligations | $ 2,155 | $ 3,356 |
Weighted-average remaining lease term (years) | 5 years 6 months | |
Weighted-average discount rate | 4.90% |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Mar. 01, 2021 |
Leases | ||
Remainder of 2023 | $ 2,313 | |
2024 | 8,845 | |
2025 | 7,266 | |
2026 | 7,232 | |
2027 | 6,416 | |
Thereafter | 9,395 | |
Total lease payments | 41,467 | |
Less: Imputed interest | (5,226) | |
Operating lease liabilities | $ 36,241 | $ 38,740 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Marketable Securities [Abstract] | ||
Convertible senior notes | $ 206,368 | |
Money Market Funds | ||
Cash equivalents: | ||
Fair value | 147,029 | $ 131,527 |
Money Market Funds | Level 1 | ||
Cash equivalents: | ||
Fair value | $ 147,029 | 131,527 |
United States treasury bills | ||
Marketable Securities [Abstract] | ||
Fair value | 99,999 | |
United States treasury bills | Level 1 | ||
Marketable Securities [Abstract] | ||
Fair value | $ 99,999 |
Debt - Notes (Details)
Debt - Notes (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Nov. 30, 2022 | Feb. 28, 2022 |
Debt Instrument [Line Items] | ||
Principal | $ 287,500 | $ 287,500 |
Unamortized issuance costs | (5,586) | (6,834) |
Net carrying amount | $ 281,914 | $ 280,666 |
Debt (Details)
Debt (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2021 USD ($) D $ / shares | Nov. 30, 2022 USD ($) $ / shares | Nov. 30, 2021 USD ($) $ / derivative | Nov. 30, 2022 USD ($) $ / shares | Nov. 30, 2021 USD ($) $ / derivative | Feb. 28, 2022 USD ($) | Nov. 06, 2020 USD ($) | Jul. 31, 2019 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Line of credit | $ 1,208 | $ 1,208 | ||||||
Convertible Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 287,500 | |||||||
Interest rate | 0.50% | |||||||
Conversion rate | $ / shares | $ 19.8088 | $ 50.48 | $ 50.48 | |||||
Principal amount denomination | $ 1 | |||||||
Threshold percentage of stock price trigger | 130% | |||||||
Threshold trading days | D | 20 | |||||||
Threshold consecutive trading days | D | 30 | |||||||
Percentage of principal amount redeemed | 100% | |||||||
Cap price | $ / derivative | 76.20 | 76.20 | ||||||
Proceeds from notes payable | $ 279,132 | |||||||
Payment of costs of the capped call transactions | 34,443 | |||||||
Cost which includes allocated pro-rata on capped call costs | 8,428 | |||||||
Long-term debt | $ 287,500 | $ 287,500 | $ 287,500 | |||||
Outstanding debt | 281,914 | 281,914 | 280,666 | |||||
Debt issuance cost | 5,586 | 5,586 | $ 6,834 | |||||
Interest expenses | 772 | $ 769 | 2,330 | $ 2,095 | ||||
Amortization of debt discount | 413 | 411 | 1,247 | $ 1,127 | ||||
Amount allocated to capped call | $ 60 | |||||||
Number of business day | D | 5 | |||||||
Number of consecutive trading day | D | 10 | |||||||
Percentage of average conversion value of note | 98% | |||||||
Effective interest rate over period | 1.10% | |||||||
Percentage of premium over last reported sale price | 100% | |||||||
Amount allocated to the Notes | $ 8,368 | |||||||
Revolving Credit Facility, 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 50,000 | $ 80,000 | ||||||
Long-term debt | 78,792 | 78,792 | ||||||
Outstanding debt | 0 | 0 | ||||||
Interest expenses | 51 | $ 51 | 261 | $ 245 | ||||
Revolving Credit Facility, 2019 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold net cash for extension of debt term | $ 200 | $ 200 | ||||||
Revolving Credit Facility, 2019 | Bloomberg Short-Term Bank Yield Index | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 3.50% | |||||||
Revolving Credit Facility, 2019 | BSBY Rate and Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 2.50% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | $ 17,906 | $ 18,377 | $ 54,809 | $ 45,827 |
Cost of revenue, excluding depreciation and amortization | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | 1,247 | 949 | 3,645 | 2,331 |
Product and technology | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | 5,930 | 5,303 | 19,045 | 13,491 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | 4,513 | 3,608 | 12,772 | 9,035 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | $ 6,216 | $ 8,517 | $ 19,347 | $ 20,970 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock Options (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2020 | Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 17,906 | $ 18,377 | $ 54,809 | $ 45,827 | |
2020 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock authorized to be issued | 9,211,901 | 9,211,901 | |||
Common stock available for future grants | 1,344,021 | 1,344,021 | |||
2020 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 | ||||
Compensation expense | $ 2,766 | 2,766 | $ 7,989 | 7,679 | |
Aggregate intrinsic value of stock options | 453 | 5,407 | 1,598 | 28,605 | |
Unrecognized compensation expense | 17,679 | $ 17,679 | |||
Weighted average period | 1 year 10 months 24 days | ||||
2020 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 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% | ||||
2020 Equity Incentive Plan | Stock Option | Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Vesting percentage | 75% | ||||
PlushCare, Inc. Stock Incentive Plan | Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | 1,072 | 1,323 | $ 3,528 | 2,778 | |
Aggregate intrinsic value of stock options | 152 | $ 136 | 635 | $ 811 | |
Unrecognized compensation expense | $ 3,559 | $ 3,559 | |||
Weighted average period | 1 year 6 months |
Stock-based Compensation - St_3
Stock-based Compensation - Stock Option Activity Under Option Plan and Incentive Plan (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Nov. 30, 2022 USD ($) $ / shares shares | |
2020 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning Balance | 8,045,792 |
Granted | 915,081 |
Exercised | (295,361) |
Forfeited | (461,096) |
Ending Balance | 8,204,416 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning Balance (in USD per share) | $ / shares | $ 11.24 |
Granted | $ / shares | 8.06 |
Exercised | $ / shares | 5.34 |
Forfeited | $ / shares | $ 19.04 |
Weighted remaining contractual life in years | 5 years 6 months |
Ending Balance | $ | $ 18,062 |
PlushCare, Inc. Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning Balance | 267,721 |
Exercised | (59,939) |
Forfeited | (18,587) |
Ending Balance | 189,195 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Exercised | $ / shares | $ 1.07 |
Forfeited | $ / shares | 2.79 |
Ending Balance (in USD per share) | $ / shares | $ 1.81 |
Weighted remaining contractual life in years | 7 years |
Ending Balance | $ | $ 1,443 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 09, 2021 | Nov. 30, 2022 | Aug. 31, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Summary of activity | ||||||
Compensation expense | $ 17,906 | $ 18,377 | $ 54,809 | $ 45,827 | ||
Stock-based compensation expense, accelerated expense | $ 3,139 | |||||
PlushCare | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Time-based restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Summary of activity | ||||||
Beginning Balance | 2,226,057 | |||||
Granted | 4,315,118 | |||||
Vested | (1,109,344) | |||||
Forfeited | (606,707) | |||||
Ending Balance | 4,825,124 | 4,825,124 | ||||
Compensation expense | $ 8,914 | 6,281 | $ 24,220 | 14,297 | ||
Remaining of total unrecognized compensation costs | $ 71,793 | $ 71,793 | ||||
Weighted average period | 2 years 6 months | |||||
Weighted average grant date fair value | $ 8.75 | |||||
Time-based restricted stock units | PlushCare | ||||||
Summary of activity | ||||||
Number of shares issued in connection with the acquisition to the existing shareholders | 64,694 | |||||
Non option equity instruments | 57,124 | |||||
Time-based restricted stock units | Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Vesting percentage | 25% | |||||
Time-based restricted stock units | Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Vesting percentage | 75% | |||||
Individuals Agreements With Company | Acquisition of 2nd.MD | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Summary of activity | ||||||
Ending Balance | 241,614 | 241,614 | ||||
Compensation expense | $ 219 | 3,540 | $ 3,796 | 10,621 | ||
Unamortized compensation expense | $ 219 | |||||
Unamortized Compensation Expense, Weighted Average Remaining Period | 3 months 18 days | |||||
Shares Eligible To Be Received By Individuals Of Company With Continued Employment | 608,332 | |||||
Additional Shares Eligible To Be Received By Individuals Of Company, Upon Achievement Of Contingent Consideration Milestones | 281,531 | |||||
Grant date fair value price per share | $ 46.56 | $ 46.56 | ||||
Shares eligible to receive subject to service requirements | 256,418 | |||||
Individuals Agreements With Company | PlushCare | ||||||
Summary of activity | ||||||
Ending Balance | 537,401 | 537,401 | ||||
Compensation expense | $ 3,519 | $ 3,519 | $ 10,663 | $ 6,728 | ||
Unamortized compensation expense | $ 21,498 | |||||
Unamortized Compensation Expense, Weighted Average Remaining Period | 1 year 7 months 6 days | |||||
Weighted average grant date fair value | $ 52.52 | |||||
Shares Eligible To Be Received By Individuals Of Company With Continued Employment | 806,161 | |||||
Individuals Agreements With Company | Tranche One | Acquisition of 2nd.MD | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 50% | |||||
Individuals Agreements With Company | Tranche One | PlushCare | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 33.33% | |||||
Individuals Agreements With Company | Tranche Two | Acquisition of 2nd.MD | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 50% | |||||
Individuals Agreements With Company | Tranche Two | PlushCare | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 33.33% | |||||
Individuals Agreements With Company | Tranche Three | PlushCare | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 33.33% | |||||
Restricted stock units 2023 Bonus plan payout | ||||||
Summary of activity | ||||||
Compensation expense | $ 1,162 | $ 3,705 |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Stock Purchase Plan - (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 01, 2022 | Jul. 31, 2020 | Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 17,906 | $ 18,377 | $ 54,809 | $ 45,827 | |||
2020 Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock initially reserved | 1,100,000 | ||||||
Number of automatic annual increase in common share | 2,327,976 | ||||||
Percentage of lower in fair market value | 85% | ||||||
Compensation expense | 253 | $ 480 | $ 938 | $ 1,341 | |||
Issuance of common stock in connection with the employee stock purchase plan (shares) | 560,345 | 140,838 | |||||
Proceeds from Stock Plans | $ 2,927 | $ 4,309 | |||||
Employee Payroll Contributions Accrued | $ 252 | $ 252 | $ 1,511 | ||||
Maximum | 2020 Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of employee contribution on compensation | 15% | ||||||
Participant accrued purchase rights | $ 25,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Income Taxes | ||||
Income tax provision (benefit) | $ 77 | $ 3,325 | $ (3,573) | $ (9,501) |
Effective income tax rate | 0.20% | 12.90% | 0.80% | 9.70% |
Net Income (Loss) Per Share A_3
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Nov. 30, 2022 | Aug. 31, 2022 | May 31, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | May 31, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Net income (loss) | $ (39,872) | $ (46,523) | $ (342,822) | $ 22,503 | $ (62,364) | $ (48,707) | $ (429,217) | $ (88,568) |
Weighted-average common shares outstanding, basic | 71,228,351 | 65,418,728 | 70,755,157 | 62,684,823 | ||||
Dilutive effect of stock options | 5,792,987 | |||||||
Dilutive effect of unvested restricted stock units | 128,331 | |||||||
Weighted-average common shares outstanding, diluted | 71,228,351 | 71,490,045 | 70,755,157 | 62,684,823 | ||||
Net income (loss) per share attributable to common stockholders, basic | $ (0.56) | $ 0.34 | $ (6.07) | $ (1.41) | ||||
Net income (loss) per share attributable to common stockholders, diluted | $ (0.56) | $ 0.31 | $ (6.07) | $ (1.41) | ||||
Acquisition of 2nd.MD | ||||||||
Dilutive effect of shares issued to employees and subject to vesting | 102,042 | |||||||
Health Reveal | ||||||||
Dilutive effect of shares to be issued to HealthReveal shareholders upon expiration of indemnification period | 19,138 | |||||||
PlushCare | ||||||||
Dilutive effect of shares issued to employees and subject to vesting | 28,819 |
Net Income (Loss) Per Share A_4
Net Income (Loss) Per Share Attributable to Common Stockholders - Antidilutive (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 19,888,199 | 12,042,846 | 19,888,199 | 20,522,092 |
Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 8,393,611 | 534,377 | 8,393,611 | 8,468,806 |
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 | 4,825,124 | 1,298,788 | 4,825,124 | 1,788,134 |
Shares issued to 2nd.MD employees and subject to vesting | Acquisition of 2nd.MD | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 274,224 | 281,531 | 274,224 | 281,531 |
Contingent shares in connection with acquisition | PlushCare | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 102,111 | 1,494,210 | 102,111 | 1,494,210 |
Contingent shares in connection with acquisition | Acquisition of 2nd.MD | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 1,889,441 | 1,889,441 | ||
Shares issued to PlushCare employees and subject to vesting | PlushCare | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 537,401 | 844,202 | 537,401 | 844,202 |
Indemnity shares held in escrow in connection with PlushCare acquisition | PlushCare | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 27,342 | 27,342 | 27,382 | |
Shares to be issued to HealthReveal shareholders upon expiration of indemnification | Health Reveal | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 28,089 | 28,089 | 28,089 | |
Convertible Senior Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted net loss per share | 5,700,297 | 5,700,297 | 5,700,297 | 5,700,297 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Proceedings (Details) $ in Thousands | 9 Months Ended |
Nov. 30, 2022 USD ($) | |
Commitments and Contingencies. | |
Accruals related to legal matters | $ 3,700 |
Remaining amount recorded in general and administrative expenses | $ 439 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Obligations (Details) $ in Thousands | Nov. 30, 2022 USD ($) |
Commitments and Contingencies. | |
Purchase Obligation | $ 40,323 |
Purchase obligation, remaining future purchase commitments | $ 34,114 |