Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2021 | Sep. 30, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Aug. 31, 2021 | |
Entity File Number | 001-39348 | |
Entity Registrant Name | ACCOLADE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 01-0969591 | |
Entity Address State Or Province | WA | |
Entity Address, Address Line One | 1201 Third Avenue | |
Entity Address, Address Line Two | Suite 1700 | |
Entity Address, City or Town | Seattle | |
Entity Address, Postal Zip Code | 98101 | |
City Area Code | 206 | |
Local Phone Number | 926-8100 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | ACCD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 66,664,186 | |
Entity Central Index Key | 0001481646 | |
Current Fiscal Year End Date | --02-28 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Aug. 31, 2021 | Feb. 28, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 384,003 | $ 433,884 |
Accounts receivable, net | 15,845 | 9,112 |
Unbilled revenue | 2,875 | 2,725 |
Current portion of deferred contract acquisition costs | 2,864 | 2,210 |
Current portion of deferred financing fees | 93 | |
Prepaid and other current assets | 12,023 | 5,957 |
Total current assets | 417,610 | 453,981 |
Property and equipment, net | 12,181 | 9,227 |
Goodwill | 575,660 | 4,013 |
Intangible assets, net | 255,166 | 604 |
Deferred contract acquisition costs | 7,256 | 6,067 |
Other assets | 1,921 | 1,618 |
Total assets | 1,269,794 | 475,510 |
Current liabilities: | ||
Accounts payable | 8,696 | 7,390 |
Accrued expenses | 6,777 | 4,845 |
Accrued compensation | 35,868 | 35,379 |
Deferred rent and other current liabilities | 3,040 | 567 |
Due to customers | 6,685 | 5,015 |
Current portion of deferred revenue | 43,117 | 25,879 |
Contingent consideration liabilities | 145,214 | |
Total current liabilities | 249,397 | 79,075 |
Convertible notes, net of unamortized issuance costs | 279,849 | |
Deferred rent and other noncurrent liabilities | 6,637 | 5,192 |
Deferred revenue | 353 | 395 |
Total liabilities | 536,236 | 84,662 |
Commitments and Contingencies (note 11) | ||
Stockholders' equity | ||
Common stock par value $0.0001; 500,000,000 shares authorized; 66,348,000 and 55,699,052 shares issued and outstanding at August 31, 2021 and February 28, 2021, respectively | 7 | 6 |
Additional paid-in capital | 1,216,142 | 762,362 |
Accumulated deficit | (482,591) | (371,520) |
Total stockholders' equity | 733,558 | 390,848 |
Total liabilities and stockholders' equity | $ 1,269,794 | $ 475,510 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Aug. 31, 2021 | Feb. 28, 2021 |
Condensed Consolidated Balance Sheets (unaudited) | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 66,348,000 | 55,699,052 |
Common stock, shares outstanding | 66,348,000 | 55,699,052 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Condensed Consolidated Statements of Operations (unaudited) | ||||
Revenue | $ 73,288 | $ 36,788 | $ 132,815 | $ 72,682 |
Cost of revenue, excluding depreciation and amortization | 44,334 | 21,071 | 80,270 | 43,310 |
Operating expenses: | ||||
Product and technology | 22,512 | 12,236 | 38,451 | 23,606 |
Sales and marketing | 24,009 | 7,881 | 38,518 | 15,196 |
General and administrative | 26,170 | 6,453 | 48,172 | 12,120 |
Depreciation and amortization | 11,021 | 2,049 | 19,717 | 3,977 |
Change in fair value of contingent consideration | 19,686 | 30,146 | ||
Total operating expenses | 103,398 | 28,619 | 175,004 | 54,899 |
Loss from operations | (74,444) | (12,902) | (122,459) | (25,527) |
Interest expense, net | (776) | (2,347) | (1,394) | (3,629) |
Other income (expense) | 11 | (104) | (44) | (119) |
Loss before income taxes | (75,209) | (15,353) | (123,897) | (29,275) |
Income tax benefit (expense) | 12,845 | (18) | 12,826 | (56) |
Net loss | $ (62,364) | $ (15,371) | $ (111,071) | $ (29,331) |
Net loss per share, basic and diluted | $ (0.97) | $ (0.47) | $ (1.81) | $ (1.45) |
Weighted-average common shares outstanding, basic and diluted | 64,404,223 | 33,029,147 | 61,332,729 | 20,277,416 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) - USD ($) $ in Thousands | Convertible Preferred Stock | Common stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at Feb. 29, 2020 | $ 2 | $ 64,071 | $ (320,868) | $ (256,795) | |
Balance (shares) at Feb. 29, 2020 | 6,033,450 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options and common stock warrants | 2,999 | 2,999 | |||
Exercise of stock options and common stock warrants (shares) | 347,807 | ||||
Stock-based compensation expense | 1,259 | 1,259 | |||
Net loss | (13,960) | (13,960) | |||
Balance at May. 31, 2020 | $ 2 | 68,329 | (334,828) | (266,497) | |
Balance (shares) at May. 31, 2020 | 6,381,257 | ||||
Balance at Feb. 29, 2020 | $ 233,022 | ||||
Balance (shares) at Feb. 29, 2020 | 19,513,939 | ||||
Balance at May. 31, 2020 | $ 233,022 | ||||
Balance (shares) at May. 31, 2020 | 19,513,939 | ||||
Balance at Feb. 29, 2020 | $ 2 | 64,071 | (320,868) | (256,795) | |
Balance (shares) at Feb. 29, 2020 | 6,033,450 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (29,331) | ||||
Balance at Aug. 31, 2020 | $ 5 | 542,298 | (350,199) | 192,104 | |
Balance (shares) at Aug. 31, 2020 | 49,269,342 | ||||
Balance at Feb. 29, 2020 | $ 233,022 | ||||
Balance (shares) at Feb. 29, 2020 | 19,513,939 | ||||
Balance at Feb. 29, 2020 | $ 2 | 64,071 | (320,868) | (256,795) | |
Balance (shares) at Feb. 29, 2020 | 6,033,450 | ||||
Balance at Feb. 28, 2021 | $ 6 | 762,362 | (371,520) | 390,848 | |
Balance (shares) at Feb. 28, 2021 | 55,699,052 | ||||
Balance at Feb. 29, 2020 | $ 233,022 | ||||
Balance (shares) at Feb. 29, 2020 | 19,513,939 | ||||
Balance at May. 31, 2020 | $ 2 | 68,329 | (334,828) | (266,497) | |
Balance (shares) at May. 31, 2020 | 6,381,257 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in connection with acquisition | 156 | 156 | |||
Issuance of common stock in connection with acquisition (shares) | 97,019 | ||||
Exercise of stock options and common stock warrants | 1,726 | 1,726 | |||
Exercise of stock options and common stock warrants (shares) | 383,575 | ||||
Issuance of common stock in initial public offering, net of issuance costs | $ 1 | 231,227 | 231,228 | ||
Issuance of common stock in initial public offering, net of issuance costs (shares) | 11,526,134 | ||||
Conversion of preferred stock into common stock | $ 2 | 233,020 | 233,022 | ||
Conversion of preferred stock into common stock (shares) | 29,479,521 | ||||
Automatic exercise of warrants into common stock in connection with initial public offering | 1,401,836 | ||||
Issuance of stock options to satisfy bonus obligation | 5,735 | 5,735 | |||
Stock-based compensation expense | 2,105 | 2,105 | |||
Net loss | (15,371) | (15,371) | |||
Balance at Aug. 31, 2020 | $ 5 | 542,298 | (350,199) | 192,104 | |
Balance (shares) at Aug. 31, 2020 | 49,269,342 | ||||
Balance at May. 31, 2020 | $ 233,022 | ||||
Balance (shares) at May. 31, 2020 | 19,513,939 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Conversion of preferred stock into common stock | $ (233,022) | ||||
Conversion of preferred stock into common stock (shares) | (19,513,939) | ||||
Balance at 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 | ||||
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 | ||||
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 | ||||
Stock-based compensation expense | 7,675 | 7,675 | |||
Net 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 loss | (111,071) | ||||
Balance at Aug. 31, 2021 | $ 7 | 1,216,142 | (482,591) | 733,558 | |
Balance (shares) at Aug. 31, 2021 | 66,348,000 | ||||
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 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 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Aug. 31, 2020 | Aug. 31, 2021 | |
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (unaudited) | ||
Issuance costs | $ 4,596 | $ 60 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (111,071) | $ (29,331) |
Adjustments to reconcile net loss to net cash used in Operating activities: | ||
Depreciation and amortization expense | 19,717 | 3,977 |
Amortization of deferred contract acquisition costs | 1,246 | 740 |
Change in fair value of contingent consideration | 30,146 | |
Deferred income taxes | (12,865) | |
Noncash interest expense | 823 | 1,316 |
Stock-based compensation expense | 27,450 | 3,364 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable and unbilled revenue | 1,440 | (9,581) |
Accounts payable and accrued expenses | (267) | (806) |
Deferred contract acquisition costs | (2,349) | (2,812) |
Deferred revenue and due to customers | 16,735 | 3,847 |
Accrued compensation | (5,782) | 6,580 |
Deferred rent and other liabilities | (75) | (212) |
Other assets | (3,792) | (437) |
Net cash used in operating activities | (38,644) | (23,355) |
Cash flows from investing activities: | ||
Purchase of marketable securities | (99,998) | |
Sale of marketable securities | 99,998 | |
Capitalized software development costs | (356) | (374) |
Purchases of property and equipment | (1,573) | (981) |
Earnout payments to MD Insider | (58) | |
Cash paid for acquisitions, net of cash acquired | (261,873) | |
Net cash used in investing activities | (263,802) | (1,413) |
Cash flows from financing activities: | ||
Proceeds from IPO, net of underwriters' discounts and commissions and offering costs | 231,675 | |
Proceeds from stock option and warrant exercises | 5,654 | 4,802 |
Payments of equity issuance costs | (60) | |
Payment of debt issuance costs | (8,368) | |
Payment for purchase of capped calls | (34,443) | |
Proceeds from stock purchases under employee stock purchase plan | 2,282 | |
Proceeds from borrowings on debt | 287,500 | 51,166 |
Repayments of debt principal | (73,166) | |
Payments related to debt retirement | (753) | |
Net cash provided by financing activities | 252,565 | 213,724 |
Net increase (decrease) in cash and cash equivalents | (49,881) | 188,956 |
Cash and cash equivalents, beginning of period | 433,884 | 33,155 |
Cash and cash equivalents, end of period | 384,003 | 222,111 |
Supplemental cash flow information: | ||
Interest paid | 102 | 2,194 |
Fixed assets included in accounts payable | 166 | 48 |
Other receivable related to stock option exercises | 75 | 108 |
Income taxes paid | 60 | 105 |
Common stock issued in connection with acquisitions | 446,525 | |
Replacement awards issued in connection with acquisitions | $ 6,729 | |
Bonus settled in the form of stock options | 5,735 | |
Debt issuance and offering costs included in accounts payable and accrued expenses | $ 312 |
Background
Background | 6 Months Ended |
Aug. 31, 2021 | |
Background | |
Background | (1) Background The entity was initially organized as a limited liability company under the name Accretive Care LLC in Delaware on January 23, 2007. On June 14, 2010, the entity converted from a limited liability company to a Delaware corporation and changed its name to Accolade, Inc. (Accolade or together with its subsidiaries, the Company). Accolade is co-headquartered in Seattle, Washington and Plymouth Meeting, Pennsylvania. 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 through the acquisition of Innovation Specialists LLC d/b/a 2nd.MD (2nd.MD). With the acquisition of PlushCare, Inc. (PlushCare) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2021 | |
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, 2021 appearing in the Company’s Annual Report on Form 10-K and filed with the Securities and Exchange Commission (the SEC) on May 7, 2021. (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, 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 PC. Additionally, the PC’s 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 August 31, 2021, the results of its operations for the three and six months ended August 31, 2021 and 2020, and its cash flows for the six months ended August 31, 2021 and 2020. The results for the three and six months ended August 31, 2021 are not necessarily indicative of results to be expected for the year ending February 28, 2022, 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, 2021. (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. (d) 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. The caption “Acquired technology, net” included on the balance sheet in previous filings was changed to “Intangible assets, net” as of May 31, 2021. ( e ) Concentration of Credit Risk Financial instruments that potentially subject us 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 90 days. 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. Significant customers are those which represent 10% or more of the Company’s revenue during the periods. For each significant customer, revenue as a percentage of total revenue was as follows: For the three months ended August 31, For the six months ended August 31, 2021 2020 2021 2020 Customer 1 9.7 % 14.3 % 10.7 % 17.2 % Customer 2 4.9 % 12.4 % 5.5 % 11.6 % Customer 3 5.0 % 10.6 % 5.0 % 10.8 % Total 19.6 % 37.3 % 21.2 % 39.6 % Accounts receivable outstanding related to these customers at August 31, 2021 was as follows: August 31, 2021 Customer 1 $ 2,317 Customer 2 — Customer 3 1,500 ( f ) 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. The total unrealized gain related to the marketable securities was inconsequential during the three and six months ended August 31, 2021. (g) Variable Interest Entities (h) New Accounting Pronouncements Not Yet Adopted Leases Leases Codification Improvements to Topic 842 Leases Narrow-Scope Improvements for Lessor, Leases Codification Improvements to Topic 842 as well as a new practical expedient for lessors. In June 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities, Credit Losses Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Internal Use Software Intangibles-Goodwill and Other-Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (i) Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Revenue
Revenue | 6 Months Ended |
Aug. 31, 2021 | |
Revenue | |
Revenue | (3) Revenue The Company earns revenue from its customers by providing personalized health guidance solutions, expert medical opinion services, virtual primary care services, and mental health support to members. The Company’s solutions allow its members to interact with its Accolade Health Assistants and clinicians as well as medical specialists and primary care physicians through various means of communication, including video, telephony, and secure messaging and via its mobile application and member portal. The Company prices its personalized health guidance solutions using a recurring per-member-per-month fee (PMPM), typically with a portion of the fee calculated as the product of a fixed rate times the number of members (fixed PMPM fee), plus a variable PMPM fee calculated as the product of a variable rate times the number of members (variable PMPM fee). The fees associated with the variable PMPM fee can be earned through the achievement of performance metrics and/or the realization of healthcare cost savings resulting from the utilization of the Company’s services. Collectively, the fixed PMPM fee and variable PMPM fee are referred to as the total PMPM fee. The Company’s PMPM pricing varies by contract. In certain contracts, the maximum total PMPM fee varies during the contract term (total PMPM rate increases or decreases annually), while in other contracts, the total PMPM maximum fee is consistent over the term, yet the fixed and variable portions vary. For example, in certain contracts the fixed PMPM fee increases on an annual basis while the variable PMPM fee decreases on an annual basis, resulting in the same total PMPM fee throughout the term of the contract. The Company prices its expert medical opinion services using a recurring PMPM fee or a per-consultation fixed case rate. The fees associated with the PMPM fee for expert medical opinion services may be tiered based upon the customer’s utilization percentages. Similar to the personalized health guidance solutions, a percentage of PMPM fees and per-consultation fixed case rate fees related to expert medical opinion services is typically variable and can be earned through the achievement of performance metrics and/or the realization of healthcare cost savings resulting from the utilization of the Company’s services. For the Company’s direct-to-consumer virtual primary care services, the Company charges members a fee on a monthly or yearly subscription fee basis. In addition, virtual primary care visits are billed on a per visit basis. Virtual primary care services provided to the Company’s enterprise customers are priced using a recurring PMPM fee, a per-consultation fixed case rate, or a combination of both. In certain engagements, the consideration for enterprise contracts is variable such that a percentage of PMPM fees and per-consultation fixed case rate fees related to virtual primary care services are earned through the achievement of performance metrics and/or the realization of healthcare cost savings resulting from the utilization of the Company’s services. At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract. The Company’s contracts for personalized health guidance solutions and expert medical opinion services generally include two performance obligations: stand ready services and reporting. In addition, the Company’s contracts for direct-to-consumer virtual primary care services generally include two performance obligations: stand ready services related to platform access as part of a subscription and stand ready services to provide consultations. The Company’s contracts for virtual primary care services provided to enterprise customers generally include one performance obligation of stand ready services to provide consultations. The Company’s contracts include stand ready services to provide eligible participants with access to the Company’s services and to perform an unspecified quantity of interactions with members during the contract period. Accordingly, the Company’s services are generally viewed as stand ready performance obligations comprised of a series of distinct daily services that are substantially the same and have the same pattern of transfer. For the stand ready services related to personalized health guidance solutions, 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 stand ready services related to 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. For the stand ready services related to virtual primary care services paid for on a subscription fee basis, the Company satisfies these performance obligations over time and recognizes revenue ratably over the subscription period. For stand ready services related to virtual primary care services paid for on a per consultation basis, this revenue is recognized as the services are delivered. Revenue related to virtual primary care services on a per consultation basis is recognized based upon then-current prices for any non-insured consultations or in an amount that reflects the consideration that is expected based upon then-current prices and historical experience from insurance payers for insured consultations. In addition, the Company’s contracts may include additional add-on services as separate performance obligations that are also considered stand ready services. These add-on services have the same patterns of transfer and revenue recognition as discussed above. As of August 31, 2021, $206,934 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 2022 $ 95,910 2023 73,057 2024 30,304 2025 7,306 2026 357 Total $ 206,934 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 six months ended August 31, 2021 and 2020 were the result of revenue recognized as well as net cash received and liabilities assumed associated with the acquisitions of 2nd.MD and PlushCare. Significant changes in the deferred revenue balances during the six months ended August 31, 2021 and 2020 were the result of recognized revenue of $23,746 and $23,725, respectively, that were previously included in deferred revenue. In addition, significant changes to the contract asset balances during the three and six months ended August 31, 2021 and 2020 were the result of revenue recognized as well as transfers to accounts receivable. Contract assets relating to unbilled revenue are transferred to accounts receivable when the right to consideration becomes unconditional. Revenue related to performance obligations satisfied in prior periods that was recognized during the three months ended August 31, 2021 and 2020 was $1,348 and $1,535, respectively. Revenue related to performance obligations satisfied in prior periods that was recognized during the six months ended August 31, 2021 and 2020 was $2,758 and $3,014, 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 $1,606 and $1,999 for the three months ended August 31, 2021 and 2020, respectively. The Company capitalized commission costs of $2,033 and $2,502 for the six months ended August 31, 2021 and 2020, respectively. The Company defers costs based on its sales compensation plans only if the commissions are incremental and would not have occurred absent the customer contract. Payments to direct sales personnel are typically made upon signature of the contract. The Company does not pay commissions on contract renewals. Deferred commissions are paid over the first year of a contract and 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 $466 and $237 for the three months ended August 31, 2021 and 2020, respectively, and $904 and $470 for the six months ended August 31, 2021 and 2020, respectively. The Company periodically reviews deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the estimated period of benefit. There were no impairment losses recorded during the periods presented. For certain customer contracts, the Company may incur direct and incremental costs related to customer set-up and implementation. The Company recorded deferred implementation costs of $234 and $166 for the three months ended August 31, 2021 and 2020, respectively, and $315 and $310 for the six months ended August 31, 2021 and 2020, respectively. These implementation costs are deferred and amortized over the expected useful life of the Company’s customers, which is five years. Amortization is included in cost of revenues in the Company’s consolidated statements of operations and totaled $179 and $110 for the three months ended August 31, 2021 and 2020, respectively, and $343 and $270 for the six months ended August 31, 2021 and 2020, respectively. |
Acquisitions
Acquisitions | 6 Months Ended |
Aug. 31, 2021 | |
Acquisitions | |
Acquisitions | (4) Acquisitions Acquisition of PlushCare On June 9, 2021, the The preliminary 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 38,820 Cash consideration, net of cash acquired 33,860 Fair value of replacement awards 5,209 Total consideration $ 408,227 The aggregate purchase consideration of $408,227 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 represents a potential obligation for the Company to issue additional shares of common stock, cash, and restricted stock units equal to up to $70,000 to the selling shareholders of PlushCare upon the achievement of eligible revenue thresholds for the twelve months ended December 31, 2021. Up to $5,000 of this contingent consideration will be withheld from being paid to the selling shareholders of PlushCare until the resolution of a pending litigation matter. See Note 11 for further details. 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 will be expensed over the future 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. Also, one PlushCare employee received 48,556 shares of unvested common stock. These shares vest on a pro rata basis monthly through May 2023. 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 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 is based upon preliminary information and is subject to further adjustment within the measurement period. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. Assets acquired: Accounts receivable $ 2,547 Prepaid and other current assets 573 Property and equipment 298 Other noncurrent assets 933 Goodwill 361,483 Intangible assets (1) Customer relationships 4,050 Technology 40,650 Trade name 10,300 Non-compete agreements 6,200 Total assets acquired $ 427,034 Liabilities assumed: Accounts payable $ 1,532 Accrued expenses 193 Accrued compensation 2,117 Current portion of deferred revenue 1,212 Deferred tax liability 12,865 Other liabilities 888 Total liabilities assumed $ 18,807 Net assets acquired $ 408,227 (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 preliminary 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 . attrition rate of 25% and 50%, a tax rate of 25%, a discount rate of 12.5%, a royalty rate of 3% and probabilities of competition between 70% and 90%. 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. For the three and six months ended August 31, 2021, PlushCare contributed $12,746 of revenue and $6,460 of net loss, which includes $5,157 of equity-based compensation expense related to PlushCare employees, to the Company’s operating results. Acquisition of 2nd.MD On March 3, 2021, the The preliminary consideration paid was comprised of cash, common stock, and contingent consideration as follows: Consideration Paid Cash consideration, net of cash acquired $ 228,013 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 $ 421,968 The aggregate purchase consideration of $421,968 was provided through cash of $228,013 (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 represents potential obligations for the Company to issue up to 1,889,441 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. The contract renewal portion of the contingent consideration was achieved in May 2021 and the Company will subsequently issue shares of its common stock. The achievement of certain future revenue milestones will be determined in January 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 will be expensed over the future requisite service periods of the awards. Several key 2nd.MD employees entered into agreements with the Company whereby their pro rata portion of shares to be 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 have been 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 is based upon preliminary information and is subject to further adjustment within the measurement period. The following table summarizes the preliminary 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 210,164 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 $ 431,576 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 $ 421,968 (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 preliminary 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. For the three months ended August 31, 2021, 2nd.MD contributed $12,124 of revenue and $6,748 of net loss, which includes $4,733 to the Company’s operating results. For the six months ended August 31, 2021, 2nd.MD contributed $23,993 of revenue and $12,992 of net loss, which includes $9,025 to the Company’s operating results. Unaudited Pro Forma Financial Information The following table reflects the pro forma operating results for the Company which gives effect to the acquisitions of 2nd.MD and PlushCare as if they had occurred on March 1, 2020. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of future results. The pro forma financial information includes the historical results of the Company, 2nd.MD, and PlushCare adjusted for certain items, which are described below, and does not include the effects of any synergies or cost reduction initiatives related to the acquisitions of 2nd.MD or PlushCare. Unaudited Pro Forma Three months ended August 31, Six months ended August 31, 2021 2020 2021 2020 Revenue $ 74,629 $ 56,389 $ 147,161 $ 110,062 Net loss $ (62,491) $ (34,819) $ (125,590) $ (67,898) Pro forma net losses for the three and six months ended August 31, 2021 and 2020 reflect adjustments primarily related to interest expense, the amortization of intangible assets and stock-based compensation expense. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results actually would have been if the acquisition had been completed at the beginning of the respective periods. Acquisition of MD Insider On July 31, 2019, the Company acquired the outstanding equity interests of MDI. Based in California, MDI is a provider of machine learning-enabled physician performance transparency. The aggregate purchase price consideration of $6,488 was paid primarily through the issuance of up to 462,691 shares of the Company’s common stock, of which 387,132 were issued as of August 31, 2021 and February 28, 2021, with the remaining shares issuable subject to certain working capital and indemnity adjustments (if applicable). MDI’s former shareholders were eligible to receive 100,607 additional shares of the Company’s common stock upon the completion of a platform solution, as defined in the purchase agreement (MDI Earnout). The deadline to complete the cost transparency platform solution in order to qualify for the MDI Earnout was initially March 1, 2020, and was subsequently extended to July 1, 2020, by which time it had been earned. During August 2020, the Company issued 96,487 shares of common stock in connection with the MDI Earnout (which shares are included in the 387,132 shares issued as of February 28, 2021). The MDI Earnout was accounted for as an equity classified instrument and was not subject to remeasurement in subsequent periods. Acquisition-Related Costs For the three and six months ended August 31, 2021, t he Company incurred a total cquisition costs that were expensed immediately and recorded in general and administrative expenses in the Company’s consolidated statements of operations. 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. The Company will issue additional shares of common stock valued up to $1,250 following the closing subject to the resolution of certain matters. The Company is in the process of accounting for this transaction and expects to disclose additional information in the Company’s subsequent Form 10-Q. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Aug. 31, 2021 | |
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 six months ended August 31, 2021: Balance, February 28, 2021 $ 4,013 Acquisitions 571,647 Balance, August 31, 2021 $ 575,660 As of August 31, 2021 Useful Life Gross Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life Customer relationships 2 to 20 years $ 124,050 $ (3,481) $ 120,569 19.0 years Technology 2 101,550 (10,733) 90,817 4.6 years Supplier-based network 5 years 25,000 (2,500) 22,500 4.5 years Trade name 10 years 13,700 (428) 13,272 9.7 years Non-compete agreement 2 to 3 years 9,300 (1,292) 8,008 2.7 years $ 273,600 $ (18,434) $ 255,166 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Aug. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | (6) Fair Value Measurements The following table sets forth the fair value of the Company’s financial assets and liabilities within the fair value hierarchy: August 31, 2021 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 148,449 $ — $ — $ 148,449 United States treasury bills $ 99,992 $ — $ — $ 99,992 Liabilities Contingent consideration liabilities $ — $ — $ 145,214 $ 145,214 February 28, 2021 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 283,245 $ — $ — $ 283,245 In connection with the acquisitions of 2nd.MD and PlushCare, the Company recorded contingent consideration liabilities for the estimated fair value of Accolade common stock issuable to 2nd.MD and PlushCare shareholders upon the achievement of certain defined milestones. The contingent consideration liabilities are measured at fair value and are based on significant inputs not observable in the market, which represent a Level 3 measurement. The valuation of contingent consideration uses assumptions we believe would be made by a market participant. The Company records the change in fair value of its contingent consideration liabilities in the consolidated statements of operations. The following presents changes in the Company’s Level 3 contingent consideration liabilities for the six months ended August 31, 2021: Balance, February 28, 2021 $ — Incurred through acquisition 115,068 Change in fair value 30,146 Balance, August 31, 2021 $ 145,214 The estimated fair value of the convertible senior notes (Note 7) was $333,184 as of August 31, 2021, 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 | 6 Months Ended |
Aug. 31, 2021 | |
Debt | |
Debt | (7) Debt (a) Convertible Senior Notes and Capped Call Options Convertible Senior Notes As of August 31, 2021, the Notes consisted of the following: August 31, 2021 Principal $ 287,500 Unamortized issuance costs (7,651) Net carrying amount $ 279,849 In March 2021, the Company completed a private convertible note offering (the Notes), 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 Notes that mature in April 2026, unless earlier converted, redeemed or repurchased. The Notes will 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 and six months ended August 31, 2021, the Company recorded interest expense of $773 and $1,326, respectively, of which $415 and $717, 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 $1,000 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 August 31, 2021, 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 August 31, 2021, the Company was in compliance with all covenants in the Notes. As discussed in Note 2(h), the Company early adopted ASU 2020-06 as of March 1, 2021 and concluded the Notes will be 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. For the three and six months ended August 31, 2021, the effective interest rate for the Notes was 0.8% and 2.9%, respectively. 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 have been 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 August 31, 2021 and February 28, 2021, the Company had an outstanding letter of credit to serve as office landlord security deposit in the amount of $1,084. This letter of credit is secured through the revolving credit facility, thus reducing the maximum capacity of the revolving credit facility to $78,916 as of August 31, 2021. No amounts are outstanding as of August 31, 2021. The 2019 Revolver term ends on July 19, 2022. The interest rate on the outstanding borrowings are at LIBOR plus 350 basis points or Base Rate (as defined) plus 250 basis points, with the LIBOR rate and Base Rate subject to minimum levels. Interest payments are to be made in installments of one, two, or three months as chosen by the Company. The Company incurred lender and third-party fees when entering into the 2019 Revolver, all of which were deferred at the onset of the facility. Issuance costs of $543, including the fair value of warrants issued, were capitalized and are being amortized to interest expense over the remainder of the 2019 Revolver term. During the three months ended August 31, 2021 and 2020, the Company recorded interest expense of $74 and $323, respectively, related to the revolving credit facility. During the six months ended August 31, 2021 and 2020, the Company recorded interest expense of $195 and $880, respectively, related to the revolving credit facility. As of February 28, 2021, the balance of deferred financing fees was $93 and is recorded in other assets in the accompanying consolidated balance sheet. 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. The 2019 Revolver is collateralized by substantially all of the assets of the Company. (c) Term Loan On January 30, 2017, the Company entered into a $20,000 term loan facility (the Term Loan). Under the terms of the Term Loan, the Company was permitted to borrow up to an aggregate principal amount of $20,000, with the total amount of available borrowings subject to certain monthly recurring revenue calculations. During July 2019, an amendment was entered into (Amendment 1) which resulted in an additional $2,000 of availability and set interest on the outstanding balance payable monthly at a rate of 10.00% per annum and interest payable-in-kind accrued at a rate of 2.00% per annum, compounded monthly, and due at maturity. Additionally, the Company was required to pay an exit fee equal to 1% of the aggregate principal borrowings at the time of maturity (end of term charge). During May 2020, the Company entered into an additional amendment (Amendment 2), which resulted in an additional $2,500 of availability, increasing total availability to $24,500. Pursuant to Amendment 2, interest on the outstanding balance was payable monthly at a rate of 8.00% per annum and interest payable-in-kind accrued at a rate of 4.50% per annum, compounded monthly, and was due at maturity. Additionally, the Company was required to pay a prepayment fee equal to 2% of the aggregate principal borrowings if prepayment occurred on or prior to December 31, 2020, and 0.50% if prepayment occurred after December 31, 2020 but on or prior to maturity (prepayment fee), plus the end of term charge. Amendment 2 was accounted for as a debt modification, and all new lender fees were recorded as additional debt discount and third-party costs incurred in connection with the amendment were expensed as incurred. During July 2020, the Company terminated the Term Loan. The Company repaid the outstanding balance of $24,500 in its entirety, along with accrued interest in kind of $600, the end of term charge of $251, and the prepayment fee of $502. During the three months ended August 31, 2020, the Company recorded interest expense of $2,043. Included in interest expense for the three months ended August 31, 2020 was $1,045 related to the remaining debt discount that was recorded as interest expense as a result of the termination, as well as $502 related to the prepayment fee and the remaining unamortized amount related to the end of term charge. During the six months ended August 31, 2020, the Company recorded interest expense of $2,837. |
Equity-based Compensation
Equity-based Compensation | 6 Months Ended |
Aug. 31, 2021 | |
Equity-based Compensation | |
Equity-based Compensation | (8) Equity-based Compensation The following table summarizes the amount of stock-based compensation included in the consolidated statements of operations: Three months ended August 31, Six months ended August 31, 2021 2020 2021 2020 Cost of revenue, excluding depreciation and amortization $ 1,054 $ 218 $ 1,382 $ 327 Product and technology 6,366 718 8,188 1,152 Sales and marketing 4,054 490 5,427 792 General and administrative 8,301 679 12,453 1,093 Total stock-based compensation $ 19,775 $ 2,105 $ 27,450 $ 3,364 (a) Stock Options In July 2020, the Company adopted the 2020 Equity Incentive Plan (the Incentive Plan), which authorized the Company to grant up to 4,300,000 shares of common stock to eligible employees, directors, and consultants to the Company in the form of stock options, restricted stock units, and other various equity awards, including any shares subject to stock options or other awards granted under the Company’s prior stock option plan that expire or terminate for any reason (other than being exercised in full) or are cancelled in accordance with the terms of the prior stock option plan. The Incentive Plan also includes an annual evergreen increase, and the amount, terms of grants, and exercisability provisions are determined by the board of directors. The term of an award may be up to 10 years and options generally vest over four years, with one remainder The following is a summary of stock option activity under the Option Plan and Incentive Plan: Weighted Weighted average remaining Aggregate exercise contractual life intrinsic Stock Options price in years value Balance, February 28, 2021 8,723,769 $ 8.97 Granted 445,195 52.25 Exercised (600,082) 9.36 Forfeited (194,274) 11.60 Balance, August 31, 2021 8,374,608 $ 11.18 6.6 years $ 305,527 Vested and expected to vest as of August 31, 2021 8,294,834 $ 11.20 6.6 years $ 265,499 Exercisable as of August 31, 2021 5,672,929 $ 7.12 5.7 years $ 228,496 For the three and six months ended August 31, 2021, the Company recognized $2,799 and $4,913 in compensation expense related to stock options, respectively. As of August 31, 2021, approximately $30,558 of unrecognized compensation expense related to our stock options is expected to be recognized over a weighted average period of 2.6 years. The aggregate intrinsic value of stock options exercised was $14,424 and $5,676 for the three months ended August 31, 2021 and 2020, respectively, and $23,198 and $7,806 for the six months ended August 31, 2021 and 2020, respectively. The weighted average grant date fair value of stock options granted during the three months ended August 31, 2021 was $31.37. (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 Assumed, June 9, 2021 325,992 Exercised (13,089) $ 1.18 Forfeited (2,379) $ 2.88 Balance, August 31, 2021 310,524 $ 1.62 8.2 years $ 14,210 Vested and expected to vest as of August 31, 2021 308,295 $ 1.61 8.2 years $ 11,660 Exercisable as of August 31, 2021 119,497 $ 0.99 7.6 years $ 5,543 There were 48,556 stock options outstanding as of the acquisition date that were exercised prior to being vested. These options are excluded from the table above and vest on a pro rata basis monthly through May 2023. A total of 4,206 options vested during the three months ended August 31, 2021. For the three and six months ended August 31, 2021, the Company recognized $1,455 in compensation expense related to PlushCare stock options, respectively. As of August 31, 2021, approximately $10,266 of unrecognized compensation expense related to our stock options is expected to be recognized over a weighted average period of 2.3 years. The aggregate intrinsic value of stock options exercised was $675 for the three and six months ended August 31, 2021. (c) Restricted Stock Units The Company issued 1,604,104 time-based restricted stock units during the six months ended August 31, 2021, of which 120,760 were replacement awards issued in connection with the acquisition of 2nd.MD (Note 4). These 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 six months ended August 31, 2021: Restricted Stock Units Balance, February 28, 2021 190,713 Granted 1,604,104 Vested (18,626) Forfeited (53,889) Balance, August 31, 2021 1,722,302 For the three months ended August 31, 2021, the Company recognized $6,386 in restricted stock unit compensation expense. For the six months ended August 31, 2021, the Company recognized $8,016 in restricted stock unit compensation expense, including $947 related to the replacement awards, with $80,121 remaining of total unrecognized compensation costs related to these awards as of August 31, 2021. The total unrecognized costs are expected to be recognized over a weighted-average term of 3.6 years. The weighted average grant date fair value of restricted stock units granted during the six months ended August 31, 2021 was $51.29. 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. These restricted stock units have not yet been issued and are not included in the table above. For the three and six months ended August 31, 2021, the Company recognized $1,919 in restricted stock unit compensation expense related to these restricted stock units. (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 is limited to 1,100,000 shares. On March 1, 2021, there was an automatic annual increase, which increased the total available common shares to 1,656,991 . eligible compensation. Under the ESPP, a participant may not accrue rights to purchase more than $25,000 worth of the Company’s common stock for each calendar year in which such right is outstanding. Compensation – Stock Compensation , During the six months ended August 31, 2021, employees who elected to participate in the ESPP purchased a total of 50,516 shares of common stock, resulting in cash proceeds to the Company of $1,948. An additional $1,450 has been withheld via employee payroll deductions who have opted to participate in the next stock purchase plan period ending November 2021. (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 require continued employment with the Company. These shares are excluded from the above table. Included in the 608,332 shares are 281,531 shares that are 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 will vest 50% on the first anniversary of the acquisition date and 50% on the second anniversary of acquisition date. As of August 31, 2021, there were 608,332 unvested shares outstanding with a grant date fair value of $46.56 per share. The Company recognized stock-based compensation expense of $3,540 and $7,081 during the three and six months ended August 31, 2021, respectively. The unamortized compensation expense of $21,243 will be recognized over a weighted average remaining period of 1.5 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 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 will vest on the first anniversary of the acquisition date, one third on the second anniversary of acquisition date, and one third on the third anniversary of the acquisition date. As of August 31, 2021, there were 806,161 unvested shares outstanding with a grant date fair value of $52.52 per share. The Company recognized stock-based compensation expense of $3,209 during the three and six months ended August 31, 2021. The unamortized compensation expense of $39,130 will be recognized over a weighted average remaining period of 2.8 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Aug. 31, 2021 | |
Income Taxes | |
Income Taxes | (9) Income Taxes The provision (benefit) for income taxes consists of provisions for federal, state and foreign income taxes. 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, which was partially released in the quarter ended August 31, 3031, due to the acquired intangibles of PlushCare. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, allows net operating losses incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act also allows for retroactive accelerated income tax depreciation on certain leasehold improvement assets and changes to the limitations on business interest deductions for tax years beginning in 2019 and 2020 which increases the allowable business interest deduction from 30% to 50% of adjusted taxable income. The Company does not expect a material tax expense or tax benefit as a result of the CARES Act in the current period or subsequent periods. For the three months ended August 31, 2021 and 2020, the Company recorded income tax provision (benefit) of $(12,845) and $18, respectively, which resulted in effective tax rates of 17.1% and (0.1%), respectively. For the six months ended August 31, 2021 and 2020, the Company recorded income tax provision (benefit) of $(12,826) and $56, respectively, which resulted in effective tax rates of 10.4% and (0.2%), respectively. The tax benefit for the three and six months ended August 31, 2021 relates to the partial release of the U.S. valuation allowance due to the acquired intangibles of PlushCare. The decrease in the valuation allowance of $(12,865) is due to the acquisition of PlushCare’s stock, whereby the acquired intangible assets have no tax basis. This required the Company to record a deferred tax liability which serves as a source of taxable income to realize the existing deferred tax assets of the Company. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Aug. 31, 2021 | |
Net Loss Per Share Attributable to Common Stockholders | |
Net Loss Per Share Attributable to Common Stockholders | (10) Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to Accolade’s common stockholders: Three months ended Six months ended August 31, August 31, 2021 2020 2021 2020 Net loss $ (62,364) $ (15,371) $ (111,071) $ (29,331) Weighted-average shares used in computing net loss per share 64,404,223 33,029,147 61,332,729 20,277,416 Net loss per share attributable to common stockholders, basic and diluted $ (0.97) $ (0.47) $ (1.81) $ (1.45) Contingently issuable securities are excluded from diluted net loss per share attributable to common stockholders until the contingency has been resolved. As the Company has reported net loss for each of the periods presented, all potentially dilutive securities are antidilutive. The following potential outstanding shares of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Six months ended August 31, 2021 2020 Stock options 8,685,132 9,426,565 Unvested restricted stock units 1,722,302 — Shares issued to 2nd.MD employees and subject to vesting 608,332 — Contingent shares in connection with 2nd.MD acquisition 1,889,441 — Shares issued to PlushCare employees and subject to vesting 850,511 — Contingent shares in connection with PlushCare acquisition 1,494,210 — Indemnity shares held in escrow in connection with PlushCare acquisition 27,382 — Convertible Senior Notes 5,700,297 — Total 20,977,607 9,426,565 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Aug. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (11) 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 August 31, 2021, the Company had accruals of $888 related to legal matters. On May 8, 2021, a purported class action complaint ( Robbins v. PlushCare, Inc. et al. On August 1, 2017, certain former and current employees filed a suit against the Company seeking back wages for unpaid overtime as a result of alleged misclassification by the Company under the Pennsylvania Minimum Wage Act and the Federal Fair Labor Standards Act. During March 2019, a settlement agreement (the Settlement Agreement) was executed by both parties in the amount of $1,100 (the Settlement). The Settlement Agreement was ultimately approved by the Court and the Company paid the Settlement (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. |
Change Healthcare Joint Develop
Change Healthcare Joint Development Agreement | 6 Months Ended |
Aug. 31, 2021 | |
Change Healthcare Joint Development Agreement | |
Change Healthcare Joint Development Agreement | ( 12) Change Healthcare Joint Development Agreement In February 2020, the Company entered into a joint development agreement (JDA) and a data licensing agreement with Change Healthcare Holdings (Change Healthcare) whereby Change Healthcare provides various services to support the Company’s Total Care and Provider Services product offerings. Pursuant to the terms of the JDA, Change Healthcare is providing intellectual property (IP), technical know-how, and advisory services to the Company as it develops price transparency products under the JDA that will be utilized by the Company in several of its product offerings. Either party is permitted to sell the price transparency product within each party’s respective service offerings. Each party is entitled to a royalty from the other party in connection with any net sales associated with the price transparency product that was developed under the JDA, not to exceed $2,500 in cumulative royalty payments. The future data license fee payments the Company owes under this agreement for the years noted are as follows: Year Ending February 28(29), Remainder of 2022 $ 108 2023 230 2024 245 2025 260 $ 843 Concurrent with entering into the JDA, the Company entered into a five-year data licensing agreement with Change Healthcare, which is one of the largest commercially available data set providers of de-identified claims in the United States. The licensing agreement includes annual increases in fees and the option to renew and extend beyond the initial five-year period. The annual licensing fees are subject to increases and decreases and contingent upon the achievement of performance objectives as defined in the data licensing agreement. Upfront payments for data licenses are deferred and will be amortized into cost of revenue, as they pertain to the delivery of the Company’s product offerings. Upon entering into the JDA and data licensing agreement, the Company issued 251,211 restricted shares of its common stock to Change Healthcare at an estimated fair value of $15.40 per share, or $3,869 in aggregate value. Pursuant to the terms of the restricted share agreement, 150,727 of the shares vested immediately and the remaining 100,484 restricted shares will vest upon the achievement of certain product development milestones, as defined. During the year ended February 28, 2021, the remaining 100,484 restricted shares vested upon the achievement of those milestones. The aggregate equity value was allocated to the JDA and data licensing agreement based on the relative fair value of the IP and technical know-how contributed by Change Healthcare within the JDA and the discounted pricing received from Change Healthcare within the data licensing agreement. The equity value allocated to the JDA and data licensing agreement in the amount of $3,005 was capitalized and deferred as internally developed software and other assets within the Company’s consolidated balance sheet, respectively, with an offsetting increase to additional paid-in capital. Costs that are capitalized and classified as internally developed software are being amortizing within depreciation and amortization in the Company’s consolidated statement of operations. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 31, 2021 | |
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, 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 PC. Additionally, the PC’s 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 August 31, 2021, the results of its operations for the three and six months ended August 31, 2021 and 2020, and its cash flows for the six months ended August 31, 2021 and 2020. The results for the three and six months ended August 31, 2021 are not necessarily indicative of results to be expected for the year ending February 28, 2022, 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, 2021. |
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. |
Intangible Assets | (d) 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. The caption “Acquired technology, net” included on the balance sheet in previous filings was changed to “Intangible assets, net” as of May 31, 2021. |
Concentration of Credit Risk | ( e ) Concentration of Credit Risk Financial instruments that potentially subject us 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 90 days. 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. Significant customers are those which represent 10% or more of the Company’s revenue during the periods. For each significant customer, revenue as a percentage of total revenue was as follows: For the three months ended August 31, For the six months ended August 31, 2021 2020 2021 2020 Customer 1 9.7 % 14.3 % 10.7 % 17.2 % Customer 2 4.9 % 12.4 % 5.5 % 11.6 % Customer 3 5.0 % 10.6 % 5.0 % 10.8 % Total 19.6 % 37.3 % 21.2 % 39.6 % Accounts receivable outstanding related to these customers at August 31, 2021 was as follows: August 31, 2021 Customer 1 $ 2,317 Customer 2 — Customer 3 1,500 |
Marketable securities | ( f ) 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. The total unrealized gain related to the marketable securities was inconsequential during the three and six months ended August 31, 2021. |
Variable Interest Entities | (g) Variable Interest Entities |
New Accounting Pronouncements Not Yet Adopted and Recently Adopted Accounting Pronouncements | (h) New Accounting Pronouncements Not Yet Adopted Leases Leases Codification Improvements to Topic 842 Leases Narrow-Scope Improvements for Lessor, Leases Codification Improvements to Topic 842 as well as a new practical expedient for lessors. In June 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities, Credit Losses Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Internal Use Software Intangibles-Goodwill and Other-Internal-Use Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (i) Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Revenue [Member] | Customer Concentration Risk | |
Concentration Risk [Line Items] | |
Schedule of concentration of risk | For the three months ended August 31, For the six months ended August 31, 2021 2020 2021 2020 Customer 1 9.7 % 14.3 % 10.7 % 17.2 % Customer 2 4.9 % 12.4 % 5.5 % 11.6 % Customer 3 5.0 % 10.6 % 5.0 % 10.8 % Total 19.6 % 37.3 % 21.2 % 39.6 % |
Accounts receivable [Member] | Credit Concentration Risk | |
Concentration Risk [Line Items] | |
Schedule of concentration of risk | Accounts receivable outstanding related to these customers at August 31, 2021 was as follows: August 31, 2021 Customer 1 $ 2,317 Customer 2 — Customer 3 1,500 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Revenue | |
Revenue expected to be recognized from remaining performance obligations | Fiscal year ending February 28(29), Remainder of 2022 $ 95,910 2023 73,057 2024 30,304 2025 7,306 2026 357 Total $ 206,934 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of proforma results | Unaudited Pro Forma Three months ended August 31, Six months ended August 31, 2021 2020 2021 2020 Revenue $ 74,629 $ 56,389 $ 147,161 $ 110,062 Net loss $ (62,491) $ (34,819) $ (125,590) $ (67,898) |
PlushCare | |
Business Acquisition [Line Items] | |
Schedule of purchase consideration | Consideration Fair value of common stock issued $ 330,338 Fair value of contingent consideration 38,820 Cash consideration, net of cash acquired 33,860 Fair value of replacement awards 5,209 Total consideration $ 408,227 |
Schedule of estimated fair values of the assets acquired and liabilities assumed | Assets acquired: Accounts receivable $ 2,547 Prepaid and other current assets 573 Property and equipment 298 Other noncurrent assets 933 Goodwill 361,483 Intangible assets (1) Customer relationships 4,050 Technology 40,650 Trade name 10,300 Non-compete agreements 6,200 Total assets acquired $ 427,034 Liabilities assumed: Accounts payable $ 1,532 Accrued expenses 193 Accrued compensation 2,117 Current portion of deferred revenue 1,212 Deferred tax liability 12,865 Other liabilities 888 Total liabilities assumed $ 18,807 Net assets acquired $ 408,227 (1) The weighted-average useful life of intangible assets acquired is approximately 5 years . |
Acquisition of 2nd.MD | |
Business Acquisition [Line Items] | |
Schedule of purchase consideration | Consideration Paid Cash consideration, net of cash acquired $ 228,013 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 $ 421,968 |
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 210,164 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 $ 431,576 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 $ 421,968 (1) The weighted-average useful life of intangible assets acquired is approximately 14 years . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Goodwill and Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | Balance, February 28, 2021 $ 4,013 Acquisitions 571,647 Balance, August 31, 2021 $ 575,660 |
Schedule of Intangible assets | As of August 31, 2021 Useful Life Gross Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life Customer relationships 2 to 20 years $ 124,050 $ (3,481) $ 120,569 19.0 years Technology 2 101,550 (10,733) 90,817 4.6 years Supplier-based network 5 years 25,000 (2,500) 22,500 4.5 years Trade name 10 years 13,700 (428) 13,272 9.7 years Non-compete agreement 2 to 3 years 9,300 (1,292) 8,008 2.7 years $ 273,600 $ (18,434) $ 255,166 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Fair Value Measurements | |
Schedule of fair value of financial assets and liabilities | August 31, 2021 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 148,449 $ — $ — $ 148,449 United States treasury bills $ 99,992 $ — $ — $ 99,992 Liabilities Contingent consideration liabilities $ — $ — $ 145,214 $ 145,214 February 28, 2021 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market funds $ 283,245 $ — $ — $ 283,245 |
Schedule of changes in the Company's Level 3 contingent consideration liabilities | Balance, February 28, 2021 $ — Incurred through acquisition 115,068 Change in fair value 30,146 Balance, August 31, 2021 $ 145,214 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Debt | |
Schedule Of Debt | August 31, 2021 Principal $ 287,500 Unamortized issuance costs (7,651) Net carrying amount $ 279,849 |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock-based compensation | Three months ended August 31, Six months ended August 31, 2021 2020 2021 2020 Cost of revenue, excluding depreciation and amortization $ 1,054 $ 218 $ 1,382 $ 327 Product and technology 6,366 718 8,188 1,152 Sales and marketing 4,054 490 5,427 792 General and administrative 8,301 679 12,453 1,093 Total stock-based compensation $ 19,775 $ 2,105 $ 27,450 $ 3,364 |
Schedule of restricted stock units activity | Restricted Stock Units Balance, February 28, 2021 190,713 Granted 1,604,104 Vested (18,626) Forfeited (53,889) Balance, August 31, 2021 1,722,302 |
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 Option Plan and Incentive Plan: Weighted Weighted average remaining Aggregate exercise contractual life intrinsic Stock Options price in years value Balance, February 28, 2021 8,723,769 $ 8.97 Granted 445,195 52.25 Exercised (600,082) 9.36 Forfeited (194,274) 11.60 Balance, August 31, 2021 8,374,608 $ 11.18 6.6 years $ 305,527 Vested and expected to vest as of August 31, 2021 8,294,834 $ 11.20 6.6 years $ 265,499 Exercisable as of August 31, 2021 5,672,929 $ 7.12 5.7 years $ 228,496 |
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 Assumed, June 9, 2021 325,992 Exercised (13,089) $ 1.18 Forfeited (2,379) $ 2.88 Balance, August 31, 2021 310,524 $ 1.62 8.2 years $ 14,210 Vested and expected to vest as of August 31, 2021 308,295 $ 1.61 8.2 years $ 11,660 Exercisable as of August 31, 2021 119,497 $ 0.99 7.6 years $ 5,543 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Net Loss Per Share Attributable to Common Stockholders | |
Schedule of computation of basic and diluted net loss per share | Three months ended Six months ended August 31, August 31, 2021 2020 2021 2020 Net loss $ (62,364) $ (15,371) $ (111,071) $ (29,331) Weighted-average shares used in computing net loss per share 64,404,223 33,029,147 61,332,729 20,277,416 Net loss per share attributable to common stockholders, basic and diluted $ (0.97) $ (0.47) $ (1.81) $ (1.45) |
Schedule of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders | Six months ended August 31, 2021 2020 Stock options 8,685,132 9,426,565 Unvested restricted stock units 1,722,302 — Shares issued to 2nd.MD employees and subject to vesting 608,332 — Contingent shares in connection with 2nd.MD acquisition 1,889,441 — Shares issued to PlushCare employees and subject to vesting 850,511 — Contingent shares in connection with PlushCare acquisition 1,494,210 — Indemnity shares held in escrow in connection with PlushCare acquisition 27,382 — Convertible Senior Notes 5,700,297 — Total 20,977,607 9,426,565 |
Change Healthcare Joint Devel_2
Change Healthcare Joint Development Agreement (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Change Healthcare Joint Development Agreement | |
Schedule of future data license fee payments | Year Ending February 28(29), Remainder of 2022 $ 108 2023 230 2024 245 2025 260 $ 843 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Principles of Consolidation (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Feb. 28, 2021 |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Assets | $ 1,269,794 | $ 475,510 |
Cash | 384,003 | 433,884 |
Accounts receivable | 15,845 | 9,112 |
Liabilities | 536,236 | $ 84,662 |
PC | ||
Basis of Presentation and Summary of Significant Accounting Policies | ||
Assets | 14,101 | |
Cash | 11,500 | |
Accounts receivable | 2,512 | |
Liabilities | $ 2,918 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Capitalized Internal-Use Software Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Amortization expenses | $ 19,717 | $ 3,977 | ||
Capitalized internal-use software | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful life | 3 years | |||
Capitalized cost | $ 356 | $ 85 | $ 356 | 374 |
Amortization expenses | $ 592 | $ 1,120 | $ 1,806 | $ 2,131 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Customer 1 | ||||
Concentration Risk [Line Items] | ||||
Accounts receivable | $ 2,317 | $ 2,317 | ||
Customer 2 | ||||
Concentration Risk [Line Items] | ||||
Accounts receivable | $ 1,500 | $ 1,500 | ||
Customer Concentration Risk | Revenue [Member] | Total Customers | ||||
Concentration Risk [Line Items] | ||||
Revenue (as a percent) | 19.60% | 37.30% | 21.20% | 39.60% |
Customer Concentration Risk | Revenue [Member] | Customer 1 | ||||
Concentration Risk [Line Items] | ||||
Revenue (as a percent) | 9.70% | 14.30% | 10.70% | 17.20% |
Customer Concentration Risk | Revenue [Member] | Customer 2 | ||||
Concentration Risk [Line Items] | ||||
Revenue (as a percent) | 5.00% | 10.60% | 5.00% | 10.80% |
Customer Concentration Risk | Revenue [Member] | Customer 3 | ||||
Concentration Risk [Line Items] | ||||
Revenue (as a percent) | 4.90% | 12.40% | 5.50% | 11.60% |
Revenue - Revenue and Deferred
Revenue - Revenue and Deferred Revenue (Details) $ in Thousands | Aug. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 206,934 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-09-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 95,910 |
Revenue remaining performance obligation satisfaction period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-03-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 73,057 |
Revenue remaining performance obligation satisfaction period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-03-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 30,304 |
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 | $ 7,306 |
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 | $ 357 |
Revenue remaining performance obligation satisfaction period | 1 year |
Revenue - Revenue and Deferre_2
Revenue - Revenue and Deferred Revenue Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Revenue | ||||
Contract with customer liability revenue recognized | $ 23,746 | $ 23,725 | ||
Revenue related to performance obligations satisfied in prior periods | $ 1,348 | $ 1,535 | $ 2,758 | $ 3,014 |
Revenue - Cost to obtain and fu
Revenue - Cost to obtain and fulfill a contract (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Capitalized Contract Cost [Line Items] | ||||
Deferred amortization term | 5 years | 5 years | ||
Impairment loss on deferred commission | $ 0 | $ 0 | $ 0 | $ 0 |
Selling and Marketing Expense [Member] | ||||
Capitalized Contract Cost [Line Items] | ||||
Amortization of contract cost | 466 | 237 | 904 | 470 |
Sales commission | ||||
Capitalized Contract Cost [Line Items] | ||||
Amortization of contract cost | $ 1,606 | 1,999 | $ 2,033 | 2,502 |
Customer set up cost | ||||
Capitalized Contract Cost [Line Items] | ||||
Deferred amortization term | 5 years | 5 years | ||
Amortization of contract cost | $ 179 | 110 | $ 343 | 270 |
Deferred Implementation Costs [Member] | ||||
Capitalized Contract Cost [Line Items] | ||||
Amortization of contract cost | $ 234 | $ 166 | $ 315 | $ 310 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Consideration (Details) - USD ($) $ in Thousands | Jun. 09, 2021 | Mar. 03, 2021 | Aug. 31, 2021 |
Consideration Paid | |||
Cash consideration, net of cash acquired | $ 261,873 | ||
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 | 38,820 | 63,385 | |
Total consideration paid | $ 408,227 | ||
Acquisition of 2nd.MD | |||
Consideration Paid | |||
Cash consideration, net of cash acquired | $ 228,013 | ||
Fair value of common stock issued | 116,187 | ||
Fair value of replacement awards | 1,520 | ||
Fair value of contingent consideration | 76,248 | $ 81,829 | |
Total consideration paid | $ 421,968 |
Acquisitions - Shares Issued (D
Acquisitions - Shares Issued (Details) $ in Thousands | Sep. 30, 2021USD ($) | Jun. 09, 2021USD ($)shares | Mar. 03, 2021USD ($)itemshares | Aug. 31, 2020shares | Jul. 31, 2020shares | Jul. 31, 2019USD ($)shares | Aug. 31, 2021USD ($)employee | May 31, 2021shares | Aug. 31, 2020USD ($) | Aug. 31, 2021USD ($)employeeshares | Aug. 31, 2020USD ($) | Feb. 28, 2021shares |
Business Acquisition [Line Items] | ||||||||||||
Revenue | $ 74,629 | $ 56,389 | $ 147,161 | $ 110,062 | ||||||||
Net loss | (62,491) | $ (34,819) | (125,590) | $ (67,898) | ||||||||
Acquisition related cost | 4,517 | 12,897 | ||||||||||
PlushCare | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Aggregate purchase price consideration | $ 408,227 | |||||||||||
Cash consideration | 33,860 | |||||||||||
Cash acquired | 17,837 | |||||||||||
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 | 38,820 | 63,385 | ||||||||||
Revenue | 12,746 | 12,746 | ||||||||||
Net loss | 6,460 | 6,460 | ||||||||||
Equity Based Compensation Expense | $ 5,157 | 5,157 | ||||||||||
Business Combination Acquisition, Cash Consideration, Repayment Of Debt | 1,463 | |||||||||||
Threshold amount of contingent consideration upon achievement of eligible revenue | 70,000 | |||||||||||
Threshold amount of contingent consideration withheld | $ 5,000 | |||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | shares | 806,161 | |||||||||||
Number of employees received unvested common stock | employee | 1 | 1 | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 48,556 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 330,338 | |||||||||||
Business Combination, Shares Issued Subject to Future Vesting | shares | 854,717 | |||||||||||
PlushCare | Measurement Input Tax Rate [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Intangible Assets, Measurement Input | 25 | |||||||||||
PlushCare | Measurement Input, Discount Rate [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Intangible Assets, Measurement Input | 12.5 | |||||||||||
PlushCare | Measurement Input Royalty Rate [Member] | ||||||||||||
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 [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Intangible Assets, Measurement Input | 25 | |||||||||||
PlushCare | Minimum | Measurement Input Probability of Completion Rate [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Intangible Assets, Measurement Input | 70 | |||||||||||
PlushCare | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Shares issued | shares | 7,144,393 | |||||||||||
Amortization period | 10 years | |||||||||||
PlushCare | Maximum | Measurement Input Attrition Rate [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Intangible Assets, Measurement Input | 50 | |||||||||||
PlushCare | Maximum | Measurement Input Probability of Completion Rate [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Intangible Assets, Measurement Input | 90 | |||||||||||
MD Insider Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Aggregate purchase price consideration | $ 6,488 | |||||||||||
Shares issued | shares | 387,132 | 387,132 | ||||||||||
Additional shares issued | shares | 96,487 | 100,607 | ||||||||||
MD Insider Inc | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Shares issued | shares | 462,691 | |||||||||||
Acquisition of 2nd.MD | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Aggregate purchase price consideration | $ 421,968 | |||||||||||
Cash consideration | 228,013 | |||||||||||
Cash acquired | $ 205 | |||||||||||
Shares issued | shares | 2,822,242 | 283,416 | ||||||||||
Shares Fully Vested Upon Acquisition | shares | 2,495,441 | |||||||||||
Shares Fully Unvested Upon Acquisition | shares | 326,801 | 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 | 76,248 | $ 81,829 | ||||||||||
Revenue | $ 12,124 | 23,993 | ||||||||||
Net loss | 6,748 | 12,992 | ||||||||||
Equity Based Compensation Expense | $ 4,733 | $ 9,025 | ||||||||||
Business Combination Acquisition, Cash Consideration, Repayment Of Debt | 13,026 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 116,187 | |||||||||||
Acquisition of 2nd.MD | Measurement Input Attrition Rate [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Intangible Assets, Measurement Input | 8 | |||||||||||
Acquisition of 2nd.MD | Measurement Input Tax Rate [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Intangible Assets, Measurement Input | 24 | |||||||||||
Acquisition of 2nd.MD | Measurement Input, Discount Rate [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Intangible Assets, Measurement Input | 13 | |||||||||||
Acquisition of 2nd.MD | Measurement Input Royalty Rate [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Intangible Assets, Measurement Input | 1.5 | |||||||||||
Acquisition of 2nd.MD | Measurement Input Probability of Completion Rate [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair Value of Intangible Assets, Measurement Input | 33 | |||||||||||
Acquisition of 2nd.MD | Employees | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated fair value of replacement awards attributable to pre-acquisition services | $ 5,434 | |||||||||||
Acquisition of 2nd.MD | Individuals Agreements With Company [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Additional Shares Eligible To Be Received By Individuals Of Company, Upon Achievement Of Contingent Consideration Milestones | shares | 281,531 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award 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 | shares | 4,384,882 | |||||||||||
Additional shares issued | shares | 1,889,441 | |||||||||||
Amortization period | 20 years | |||||||||||
HealthReveal | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 252,808 | |||||||||||
Business Combination, Additional Shares Issuable | $ 1,250 |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 09, 2021 | Mar. 03, 2021 | Aug. 31, 2021 | Feb. 28, 2021 |
Assets acquired: | ||||
Goodwill | $ 575,660 | $ 4,013 | ||
PlushCare | ||||
Assets acquired: | ||||
Accounts receivable | $ 2,547 | |||
Prepaid and other current assets | 573 | |||
Property and equipment | 298 | |||
Other noncurrent assets | 933 | |||
Goodwill | 361,483 | |||
Other assets | 933 | |||
Total assets acquired | 427,034 | |||
Liabilities assumed | ||||
Accounts payable | 1,532 | |||
Accrued expenses | 193 | |||
Accrued compensation | 2,117 | |||
Current portion of deferred revenue | 1,212 | |||
Deferred tax liability | 12,865 | |||
Other long-term liabilities | 888 | |||
Total liabilities assumed | 18,807 | |||
Net assets acquired, including contingent consideration | $ 408,227 | |||
Weighted-average useful life of intangible assets | 5 years | |||
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 | |||
Deferred contract acquisition costs | 564 | |||
Property and equipment | 4,344 | |||
Goodwill | 210,164 | |||
Total assets acquired | 431,576 | |||
Liabilities assumed | ||||
Accounts payable | 1,195 | |||
Accrued expenses | 585 | |||
Accrued compensation | 3,817 | |||
Deferred rent and other current liabilities | 904 | |||
Due to customer | 294 | |||
Current portion of deferred revenue | 625 | |||
Deferred rent and other noncurrent liabilities | 2,188 | |||
Total liabilities assumed | 9,608 | |||
Net assets acquired, including contingent consideration | $ 421,968 | |||
Weighted-average useful life of intangible assets | 14 years | |||
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 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Carrying amount of goodwill (Details) $ in Thousands | 6 Months Ended |
Aug. 31, 2021USD ($) | |
Changes in the carrying amount of goodwill | |
Balance, February 28, 2021 | $ 4,013 |
Acquisition | 571,647 |
Balance, August 31, 2021 | $ 575,660 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Goodwill and Intangible Assets | ||||
Gross Value | $ 273,600 | $ 273,600 | ||
Accumulated Amortization | (18,434) | (18,434) | ||
Net Carrying Value | 255,166 | 255,166 | ||
Amortization expense for intangible assets | 9,533 | $ 362 | 16,138 | $ 724 |
Customer relationships | ||||
Goodwill and Intangible Assets | ||||
Gross Value | 124,050 | 124,050 | ||
Accumulated Amortization | (3,481) | (3,481) | ||
Net Carrying Value | 120,569 | $ 120,569 | ||
Weighted Average Remaining Useful Life | 19 years | |||
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 | 101,550 | $ 101,550 | ||
Accumulated Amortization | (10,733) | (10,733) | ||
Net Carrying Value | 90,817 | $ 90,817 | ||
Weighted Average Remaining Useful Life | 4 years 7 months 6 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 | (2,500) | (2,500) | ||
Net Carrying Value | 22,500 | $ 22,500 | ||
Weighted Average Remaining Useful Life | 4 years 6 months | |||
Trade name | ||||
Goodwill and Intangible Assets | ||||
Useful Life | 10 years | |||
Gross Value | 13,700 | $ 13,700 | ||
Accumulated Amortization | (428) | (428) | ||
Net Carrying Value | 13,272 | $ 13,272 | ||
Weighted Average Remaining Useful Life | 9 years 8 months 12 days | |||
Non-compete agreement | ||||
Goodwill and Intangible Assets | ||||
Gross Value | 9,300 | $ 9,300 | ||
Accumulated Amortization | (1,292) | (1,292) | ||
Net Carrying Value | $ 8,008 | $ 8,008 | ||
Weighted Average Remaining Useful Life | 2 years 8 months 12 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 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Feb. 28, 2021 |
Liabilities | ||
Contingent consideration liabilities | $ 145,214 | |
Convertible senior notes | 333,184 | |
Level 3 | ||
Liabilities | ||
Contingent consideration liabilities | 145,214 | |
Money market funds | ||
Cash equivalents: | ||
Fair value | 148,449 | $ 283,245 |
Money market funds | Level 1 | ||
Cash equivalents: | ||
Fair value | 148,449 | $ 283,245 |
United States treasury bills | ||
Marketable Securities [Abstract] | ||
Fair value | 99,992 | |
United States treasury bills | Level 1 | ||
Marketable Securities [Abstract] | ||
Fair value | $ 99,992 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Contingent Consideration (Details) $ in Thousands | 6 Months Ended |
Aug. 31, 2021USD ($) | |
Changes in the Company's Level 3 contingent consideration liabilities | |
Balance, February 28, 2021 | $ 0 |
Incurred through acquisition | 115,068 |
Change in fair value | 30,146 |
Balance, August 31, 2021 | $ 145,214 |
Debt - Notes (Details)
Debt - Notes (Details) - Convertible Senior Notes $ in Thousands | Aug. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
Principal | $ 287,500 |
Unamortized issuance costs | (7,651) |
Net carrying amount | $ 279,849 |
Debt (Details)
Debt (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Mar. 31, 2021USD ($)$ / shares | Jul. 31, 2020USD ($) | May 31, 2020USD ($) | Jul. 31, 2019USD ($) | Aug. 31, 2021USD ($)$ / shares$ / derivative | Aug. 31, 2020USD ($) | Aug. 31, 2021USD ($)$ / shares$ / derivative | Aug. 31, 2020USD ($) | May 31, 2021USD ($) | Feb. 28, 2021USD ($) | Nov. 06, 2020USD ($) | Jan. 30, 2017USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Debt issuance cost | $ 8,368 | |||||||||||
Long-term Line of Credit | $ 1,084 | $ 1,084 | ||||||||||
Repayment of principle portion of debt | $ 73,166 | |||||||||||
Repayment of accrued interest in kind | 823 | 1,316 | ||||||||||
Prepayment fee and remaining unamortized amount | 753 | |||||||||||
Other Assets | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Deferred financing fees | $ 93 | |||||||||||
Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 20,000 | |||||||||||
Maximum borrowing capacity | $ 24,500 | $ 20,000 | ||||||||||
Interest Rate | 8.00% | 10.00% | ||||||||||
Interest expenses | $ 2,043 | 2,837 | ||||||||||
Amortization of debt discount | 1,045 | |||||||||||
Additional Borrowing Capacity | $ 2,500 | $ 2,000 | ||||||||||
Interest Payable in Kind Accrued Rate | 4.50% | 2.00% | ||||||||||
Debt instrument exit fee | 1.00% | |||||||||||
Repayment of principle portion of debt | $ 24,500 | |||||||||||
Repayment of accrued interest in kind | 600 | |||||||||||
Debt instrument end charges | 251 | |||||||||||
Debt instrument prepayment fee | $ 502 | |||||||||||
Prepayment fee and remaining unamortized amount | $ 502 | |||||||||||
Term Loan | Prepayment of Loan Occur on or Before December 31, 2020 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument exit fee | 2.00% | |||||||||||
Term Loan | Prepayment of Loan Occur on or After December 31, 2020 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument exit fee | 0.50% | |||||||||||
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 | 130.00% | |||||||||||
Threshold trading days | 20 | |||||||||||
Threshold consecutive trading days | 30 | |||||||||||
Percentage of principal amount redeemed | 100.00% | |||||||||||
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 | ||||||||||
Outstanding debt | 279,849 | 279,849 | ||||||||||
Debt issuance cost | 7,651 | 7,651 | ||||||||||
Interest expenses | 773 | 1,326 | ||||||||||
Amortization of debt discount | $ 415 | $ 717 | ||||||||||
Amount allocated to capped call | $ 60 | |||||||||||
Number of business day | 5 | |||||||||||
Number of consecutive trading day | 10 | |||||||||||
Percentage of average conversion value of note | 98.00% | |||||||||||
Effective interest rate over period | 0.80% | 2.90% | ||||||||||
Percentage of premium over last reported sale price | 100.00% | |||||||||||
Amount allocated to the Notes | $ 8,368 | |||||||||||
Revolving Credit Facility, 2019 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 80,000 | $ 50,000 | ||||||||||
Long-term Debt | $ 78,916 | $ 78,916 | ||||||||||
Outstanding debt | 0 | 0 | ||||||||||
Debt issuance cost | 543 | 543 | ||||||||||
Interest expenses | $ 74 | $ 323 | $ 195 | $ 880 | ||||||||
Revolving Credit Facility, 2019 | London Interbank Offered Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||||||||
Revolving Credit Facility, 2019 | Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% |
Equity-based Compensation - Com
Equity-based Compensation - Compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | $ 19,775 | $ 2,105 | $ 27,450 | $ 3,364 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | 1,054 | 218 | 1,382 | 327 |
Product and technology | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | 6,366 | 718 | 8,188 | 1,152 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | 4,054 | 490 | 5,427 | 792 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | $ 8,301 | $ 679 | $ 12,453 | $ 1,093 |
Equity-based Compensation - Sto
Equity-based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 09, 2021 | Jul. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 19,775 | $ 2,105 | $ 27,450 | $ 3,364 | |||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant date fair value | $ 31.37 | ||||||
2020 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock authorized to be issued | 6,511,229 | 6,511,229 | 6,511,229 | ||||
Common stock available for future grants | 4,310,940 | 4,310,940 | 4,310,940 | ||||
Exercised prior to being vested | 600,082 | ||||||
2020 Equity Incentive Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Term of option | 10 years | ||||||
Vesting period | 4 years | ||||||
Compensation expense | $ 2,799 | $ 4,913 | |||||
Aggregate intrinsic value of stock options | 14,424 | $ 5,676 | 23,198 | $ 7,806 | |||
Unrecognized compensation expense | $ 30,558 | 30,558 | $ 30,558 | ||||
Weighted average period | 2 years 7 months 6 days | ||||||
2020 Equity Incentive Plan | Stock options | Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Vesting percentage | 25.00% | ||||||
2020 Equity Incentive Plan | Stock options | Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Vesting percentage | 75.00% | ||||||
2020 Equity Incentive Plan | Stock options | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock authorized to be issued | 4,300,000 | ||||||
PlushCare, Inc. Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercised prior to being vested | 13,089 | ||||||
PlushCare, Inc. Stock Incentive Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 1,455 | $ 1,455 | |||||
Exercised prior to being vested | 48,556 | ||||||
Vested options | 4,206 | ||||||
Aggregate intrinsic value of stock options | 675 | ||||||
Unrecognized compensation expense | $ 10,266 | $ 10,266 | $ 10,266 | ||||
Weighted average period | 2 years 3 months 18 days |
Equity-based Compensation - S_2
Equity-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Aug. 31, 2021USD ($)$ / sharesshares | Aug. 31, 2021USD ($)$ / sharesshares | |
2020 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Balance, February 28, 2021 | 8,723,769 | |
Granted | 445,195 | |
Exercised | (600,082) | |
Forfeited | (194,274) | |
Balance, August 31, 2021 | 8,374,608 | 8,374,608 |
Vested and expected to vest as of August 31, 2021 | 8,294,834 | 8,294,834 |
Exercisable as of August 31, 2021 | 5,672,929 | 5,672,929 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Balance, February 28, 2021 | $ / shares | $ 8.97 | |
Granted | $ / shares | 9.36 | |
Exercised | $ / shares | 52.25 | |
Forfeited | $ / shares | 11.60 | |
Balance, August 31, 2021 | $ / shares | $ 11.18 | 11.18 |
Exercisable as of August 31, 2021 | $ / shares | 7.12 | 7.12 |
Vested and expected to vest as of August 31, 2021 | $ / shares | $ 11.20 | $ 11.20 |
Weighted remaining contractual life in years | 6 years 7 months 6 days | |
Vested and expected to vest as of August 31, 2021 | 6 years 7 months 6 days | |
Exercisable as of August 31, 2021 | 5 years 8 months 12 days | |
Balance, August 31, 2021 | $ | $ 305,527 | $ 305,527 |
Vested and expected to vest as of August 31, 2021 | $ | 265,499 | 265,499 |
Exercisable as of August 31, 2021 | $ | $ 228,496 | $ 228,496 |
PlushCare, Inc. Stock Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Balance, February 28, 2021 | 325,992 | |
Exercised | (13,089) | |
Forfeited | (2,379) | |
Balance, August 31, 2021 | 310,524 | 310,524 |
Vested and expected to vest as of August 31, 2021 | 308,295 | 308,295 |
Exercisable as of August 31, 2021 | 119,497 | 119,497 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Exercised | $ / shares | $ 1.18 | |
Forfeited | $ / shares | 2.88 | |
Balance, August 31, 2021 | $ / shares | 1.62 | $ 1.62 |
Exercisable as of August 31, 2021 | $ / shares | 0.99 | 0.99 |
Vested and expected to vest as of August 31, 2021 | $ / shares | $ 1.61 | $ 1.61 |
Weighted remaining contractual life in years | 8 years 2 months 12 days | |
Vested and expected to vest as of August 31, 2021 | 8 years 2 months 12 days | |
Exercisable as of August 31, 2021 | 7 years 7 months 6 days | |
Balance, August 31, 2021 | $ | $ 14,210 | $ 14,210 |
Vested and expected to vest as of August 31, 2021 | $ | 11,660 | 11,660 |
Exercisable as of August 31, 2021 | $ | $ 5,543 | $ 5,543 |
Equity-based Compensation - Res
Equity-based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 09, 2021 | Mar. 03, 2021 | Aug. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 |
Summary of activity | |||||||
Compensation expense | $ 19,775 | $ 2,105 | $ 27,450 | $ 3,364 | |||
Acquisition of 2nd.MD | |||||||
Summary of activity | |||||||
Units issued | 120,760 | ||||||
PlushCare | |||||||
Summary of activity | |||||||
Units issued | 325,992 | ||||||
Time-based Restricted Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Units issued | 1,604,104 | ||||||
Vesting period | 4 years | ||||||
Summary of activity | |||||||
Balance, February 28, 2021 | 190,713 | ||||||
Granted | 1,604,104 | ||||||
Vested | (18,626) | ||||||
Forfeited | (53,889) | ||||||
Balance, August 31, 2021 | 1,722,302 | 1,722,302 | 1,722,302 | ||||
Compensation expense | $ 6,386 | $ 8,016 | |||||
Remaining of total unrecognized compensation costs | $ 80,121 | 80,121 | $ 80,121 | ||||
Weighted average period | 3 years 7 months 6 days | ||||||
Weighted average grant date fair value | $ 51.29 | ||||||
Time-based Restricted Stock Units [Member] | PlushCare | |||||||
Summary of activity | |||||||
Compensation expense | $ 1,919 | $ 1,919 | |||||
Number of shares issued in connection with the acquisition to the existing shareholders | 64,694 | ||||||
Time-based Restricted Stock Units [Member] | Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Vesting percentage | 25.00% | ||||||
Time-based Restricted Stock Units [Member] | Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Vesting percentage | 75.00% | ||||||
Replacement Awards [Member] | |||||||
Summary of activity | |||||||
Compensation expense | $ 947 | ||||||
Individuals Agreements With Company [Member] | Acquisition of 2nd.MD | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 2 years | ||||||
Summary of activity | |||||||
Balance, August 31, 2021 | 608,332 | 608,332 | 608,332 | ||||
Compensation expense | $ 3,540 | $ 7,081 | |||||
Unamortized compensation expense | $ 21,243 | ||||||
Unamortized Compensation Expense, Weighted Average Remaining Period | 1 year 6 months | ||||||
Weighted average grant date fair value | $ 46.56 | ||||||
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 | ||||||
Individuals Agreements With Company [Member] | PlushCare | |||||||
Summary of activity | |||||||
Balance, August 31, 2021 | 806,161 | 806,161 | 806,161 | ||||
Compensation expense | $ 3,209 | $ 3,209 | |||||
Unamortized compensation expense | $ 39,130 | ||||||
Unamortized Compensation Expense, Weighted Average Remaining Period | 2 years 9 months 18 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 [Member] | Tranche One | Acquisition of 2nd.MD | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 50.00% | ||||||
Individuals Agreements With Company [Member] | Tranche One | PlushCare | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Individuals Agreements With Company [Member] | Tranche Two | Acquisition of 2nd.MD | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 50.00% | ||||||
Individuals Agreements With Company [Member] | Tranche Two | PlushCare | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Individuals Agreements With Company [Member] | Tranche Three | PlushCare | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 33.34% |
Equity-based Compensation - Emp
Equity-based Compensation - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | Mar. 01, 2021 | Jul. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 19,775 | $ 2,105 | $ 27,450 | $ 3,364 | ||
2020 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock initially reserved | 1,100,000 | 1,100,000 | ||||
Number of automatic annual increase in common share | 1,656,991 | |||||
Percentage of lower in fair market value | 85.00% | |||||
Compensation expense | $ 466 | $ 857 | ||||
Common stock issued | 50,516 | |||||
Proceeds from stock issued | $ 1,948 | |||||
Additional amount withheld for future participation | $ 1,450 | |||||
2020 Employee Stock Purchase Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of employee contribution on compensation | 15.00% | |||||
Participant accrued purchase rights | $ 25,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Nov. 30, 2020 | Dec. 31, 2019 | |
Income Taxes | ||||||
Percentage of deductions from adjustable taxable income | 50.00% | 30.00% | ||||
Income tax provision (benefit) | $ (12,845) | $ 18 | $ (12,826) | $ 56 | ||
Effective income tax rate reconciliation, at federal statutory income tax rate | 17.10% | 0.10% | 10.40% | 0.20% | ||
Decrease in valuation allowance | $ (12,865) |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2021 | May 31, 2021 | Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Net Loss Per Share Attributable to Common Stockholders | ||||||
Net loss | $ (62,364) | $ (48,707) | $ (15,371) | $ (13,960) | $ (111,071) | $ (29,331) |
Weighted-average shares used in computing net loss per share | 64,404,223 | 33,029,147 | 61,332,729 | 20,277,416 | ||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.97) | $ (0.47) | $ (1.81) | $ (1.45) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Stock Options (Details) - shares | 6 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 20,977,607 | 9,426,565 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 8,685,132 | 9,426,565 |
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 | 1,722,302 | |
Individuals Agreements With Company [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 608,332 | |
Individuals Agreements With Company [Member] | PlushCare | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 850,511 | |
Contingent Shares In Connection With Acquisition [Member] | ||
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 | |
Contingent Shares In Connection With Acquisition [Member] | PlushCare | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 1,494,210 | |
Indemnity shares held in escrow in connection with PlushCare acquisition | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 27,382 | |
Convertible Debt Securities [Member] | ||
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 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Proceedings (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Apr. 30, 2020 | Mar. 31, 2019 | Aug. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Accruals related to legal matters | $ 888 | ||
Certain former and current employees case | |||
Loss Contingencies [Line Items] | |||
Litigation settlement | $ 1,100 | ||
Payment for litigation amount | $ 1,100 |
Change Healthcare Joint Devel_3
Change Healthcare Joint Development Agreement (Details) - Joint Development Agreement and Data Licensing Agreement - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |
Feb. 29, 2020 | Aug. 31, 2021 | |
Maximum | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cumulative royalty payments | $ 2,500 | |
Change Healthcare Holdings | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
License agreement term (in years) | 5 years | |
License agreement renewal term (in years) | 5 years | |
Remainder of 2022 | $ 108 | |
2023 | 230 | |
2024 | 245 | |
2025 | 260 | |
Total | $ 843 | |
Change Healthcare Holdings | Other Assets | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Capitalized equity cost | $ 3,005 | |
Change Healthcare Holdings | Restricted shares | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Granted | 251,211 | |
Estimated fair value of common stock | $ 15.40 | |
Aggregate value of shares | $ 3,869 | |
Vested shares | 150,727 | |
Non-vested shares | 100,484 |