Document and Entity Information
Document and Entity Information | 12 Months Ended |
Feb. 28, 2023 shares | |
Document Information | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Feb. 28, 2023 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-34900 |
Entity Registrant Name | TAL Education Group |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 5/F, Tower B, Heying Center |
Entity Address, Address Line Two | Xiaoying West Street |
Entity Address, Address Line Three | Haidian District |
Entity Address, City or Town | Beijing |
Entity Address, Postal Zip Code | 100085 |
Entity Address, Country | CN |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | true |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Auditor Firm ID | 1113 |
Auditor Name | Deloitte Touche Tohmatsu |
Auditor Location | People’s Republic of China |
Entity Central Index Key | 0001499620 |
Current Fiscal Year End Date | --02-28 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
ADS | |
Document Information | |
Title of 12(b) Security | American Depositary Shares, each three representing one Class A common share* |
Security Exchange Name | NYSE |
Trading Symbol | TAL |
Class A common shares | |
Document Information | |
Title of 12(b) Security | Class A common shares, par value $0.001 per share** |
Security Exchange Name | NYSE |
Trading Symbol | TAL |
Entity Common Stock, Shares Outstanding | 163,162,785 |
Class B common shares | |
Document Information | |
Entity Common Stock, Shares Outstanding | 49,153,604 |
Business Contact | |
Document Information | |
Entity Address, Address Line One | 5/F, Tower B, Heying Center |
Entity Address, Address Line Two | Xiaoying West Street |
Entity Address, Address Line Three | Haidian District |
Entity Address, City or Town | Beijing |
Entity Address, Postal Zip Code | 100085 |
Entity Address, Country | CN |
Contact Personnel Name | Alex Zhuangzhuang Peng |
Country Region | 86 |
City Area Code | 10 |
Local Phone Number | 5292-6669 |
Contact Personnel Email Address | ir@tal.com |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Current assets | ||
Cash and cash equivalents | $ 2,021,927 | $ 1,638,189 |
Restricted cash-current | 126,891 | 755,646 |
Short-term investments | 1,149,607 | 1,070,535 |
Inventory | 39,002 | 21,830 |
Amounts due from related parties-current | 423 | 919 |
Income tax receivables | 5,071 | 19,504 |
Prepaid expenses and other current assets | 125,486 | 122,753 |
Total current assets | 3,468,407 | 3,629,376 |
Restricted cash-non-current | 146,089 | 287,951 |
Property and equipment, net | 288,877 | 281,226 |
Deferred tax assets | 5,973 | 6,747 |
Rental deposits | 12,734 | 10,770 |
Intangible assets, net | 485 | 1,696 |
Land use rights, net | 193,878 | 217,708 |
Long-term investments | 453,375 | 414,487 |
Amounts due from related parties-non-current | 77 | |
Long-term prepayments and other non-current assets | 5,534 | 5,418 |
Operating lease right-of-use assets | 149,002 | 227,072 |
Total assets | 4,724,354 | 5,082,528 |
Current liabilities | ||
Accounts payable (including accounts payable of the consolidated VIEs without recourse to TAL Education Group of $84,188 and $53,194 as of February 28, 2022 and 2023, respectively) | 59,991 | 89,838 |
Deferred revenue-current (including deferred revenue-current of the consolidated VIEs without recourse to TAL Education Group of $182,337 and $213,239 as of February 28, 2022 and 2023, respectively) | 234,889 | 187,718 |
Amounts due to related parties-current (including amounts due to related parties-current of the consolidated VIEs without recourse to TAL Education Group of $173 and $98 as of February 28, 2022 and 2023, respectively) | 100 | 205 |
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIEs without recourse to TAL Education Group of $445,082 and $360,500 as of February 28, 2022 and 2023, respectively) | 446,711 | 558,718 |
Operating lease liabilities, current portion (including operating lease liabilities, current portion of the consolidated VIEs without recourse to TAL Education Group of $53,608 and $36,062 as of February 28, 2022 and 2023, respectively) | 42,174 | 66,105 |
Total current liabilities | 783,865 | 902,584 |
Deferred revenue-non-current (including deferred revenue-non-current of the consolidated VIEs without recourse to TAL Education Group of $14 and $887 as of February 28, 2022 and 2023, respectively) | 2,465 | 14 |
Deferred tax liabilities (including deferred tax liabilities of the consolidated VIEs without recourse to TAL Education Group of $992 and $1,500 as of February 28, 2022 and 2023, respectively) | 1,563 | 1,680 |
Operating lease liabilities, non-current portion (including operating lease liabilities, non-current portion of the consolidated VIEs without recourse to TAL Education Group of $163,163 and $110,420 as of February 28, 2022 and 2023, respectively) | 115,548 | 175,988 |
Total liabilities | 903,441 | 1,080,266 |
Commitments and Contingencies | ||
Equity | ||
Treasury stock | (6) | |
Additional paid-in capital | 4,400,656 | 4,358,265 |
Statutory reserve | 160,353 | 154,362 |
Accumulated deficit | (685,912) | (544,309) |
Accumulated other comprehensive income/ (loss) | (30,666) | 61,617 |
Total TAL Education Group shareholders' equity | 3,844,643 | 4,030,151 |
Noncontrolling interests | (23,730) | (27,889) |
Total equity | 3,820,913 | 4,002,262 |
Total liabilities and equity | 4,724,354 | 5,082,528 |
Class A common shares | ||
Equity | ||
Common shares | 169 | 167 |
Class B common shares | ||
Equity | ||
Common shares | $ 49 | $ 49 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Accounts payable | $ 59,991 | $ 89,838 |
Deferred revenue-current | 234,889 | 187,718 |
Amounts due to related parties-current | 100 | 205 |
Accrued expenses and other current liabilities | 446,711 | 558,718 |
Operating lease liability, current portion | 42,174 | 66,105 |
Deferred revenue-non-current | 2,465 | 14 |
Deferred tax liabilities | 1,563 | 1,680 |
Operating lease liability, non-current portion | 115,548 | 175,988 |
VIE's | ||
Accounts payable | 53,194 | 84,188 |
Deferred revenue-current | 213,239 | 182,337 |
Amounts due to related parties-current | 98 | 173 |
Accrued expenses and other current liabilities | 360,500 | 445,082 |
Operating lease liability, current portion | 36,062 | 53,608 |
Deferred revenue-non-current | 887 | 14 |
Deferred tax liabilities | 1,500 | 992 |
Operating lease liability, non-current portion | $ 110,420 | $ 163,163 |
Class A common shares | ||
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares, shares issued (in shares) | 169,122,124 | 166,786,023 |
Common shares, shares outstanding (in shares) | 163,162,785 | 166,786,023 |
Class B common shares | ||
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares, shares issued (in shares) | 49,153,604 | 49,153,604 |
Common shares, shares outstanding (in shares) | 49,153,604 | 49,153,604 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Net revenues | $ 1,019,772 | $ 4,390,907 | $ 4,495,755 |
Cost of revenues | (436,358) | (2,203,336) | (2,048,561) |
Gross profit | 583,414 | 2,187,571 | 2,447,194 |
Operating expenses | |||
Selling and marketing | (283,036) | (1,118,141) | (1,680,050) |
General and administrative | (413,791) | (1,199,708) | (1,117,324) |
Impairment loss on intangible assets and goodwill | (505,050) | (107,535) | |
Total operating expenses | (696,827) | (2,822,899) | (2,904,909) |
Government subsidies | 22,683 | 20,812 | 19,491 |
Loss from operations | (90,730) | (614,516) | (438,224) |
Interest income | 61,564 | 103,179 | 114,232 |
Interest expense | (7,871) | (16,946) | |
Other income / (expense) | (82,416) | 16,950 | 141,844 |
(Loss)/gain from disposal of a subsidiary | 9,550 | (966) | |
Impairment loss on long-term investments | (7,687) | (275,872) | (24,563) |
Loss before provision for income tax and income/ (loss) from equity method investments | (109,719) | (778,130) | (224,623) |
Income tax benefit / (expense) | (20,011) | (396,992) | 69,897 |
Income / (loss) from equity method investments | (2,248) | 10,787 | 11,676 |
Net loss | (131,978) | (1,164,335) | (143,050) |
Add: Net loss / (income) attributable to noncontrolling interests shareholders | (3,634) | 28,220 | 27,060 |
Net loss attributable to TAL Education Group's shareholders | $ (135,612) | $ (1,136,115) | $ (115,990) |
Net loss per common share | |||
Basic (in dollars per share) | $ (0.64) | $ (5.29) | $ (0.57) |
Diluted (in dollars per share) | $ (0.64) | $ (5.29) | $ (0.57) |
Weighted average shares used in calculating net loss per common share | |||
Basic (in shares) | 212,575,277 | 214,825,470 | 203,603,391 |
Diluted (in shares) | 212,575,277 | 214,825,470 | 203,603,391 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (131,978) | $ (1,164,335) | $ (143,050) |
Other comprehensive income / (loss) | |||
Foreign currency translation adjustment | (87,943) | 25,232 | 99,329 |
Unrealized gain/ (loss) on available-for-sale investments: | |||
Net unrealized gain / (loss) on available-for-sale investments, net of tax effect of tax expense /(tax benefit) of $944 , $(2,245) and $229 for the years ended February 28, 2021, 2022 and 2023, respectively | (1,591) | (50,557) | 17,169 |
Other comprehensive income/ (loss) | (89,534) | (25,325) | 116,498 |
Comprehensive loss | (221,512) | (1,189,660) | (26,552) |
Add: Comprehensive loss / (income) attributable to noncontrolling interests shareholders | (6,383) | 28,841 | 25,796 |
Comprehensive loss attributable to TAL Education Group's shareholders | $ (227,895) | $ (1,160,819) | $ (756) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net unrealized gains on available-for-sale investments, net | $ 229 | $ (2,245) | $ 944 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Common shares Class A common shares | Common shares Class B common shares | Treasury stock | Additional paid-in capital | Statutory reserve | Retained earnings Cumulative adjustment | Retained earnings | Accumulated other comprehensive income / (loss) | Total TAL Education Group shareholders' equity Cumulative adjustment | Total TAL Education Group shareholders' equity | Non-controlling interest | Class A common shares | Cumulative adjustment | Total |
Balance at Feb. 29, 2020 | $ 133 | $ 67 | $ 1,675,640 | $ 82,712 | $ 786,097 | $ (28,913) | $ 2,515,736 | $ 28,461 | $ 2,544,197 | |||||
Balance (in shares) at Feb. 29, 2020 | 132,895,675 | 66,941,204 | ||||||||||||
Conversion of Class B common shares to Class A common shares (in shares) | 2,000 | (2,000) | ||||||||||||
Net loss | (115,990) | (115,990) | (27,060) | (143,050) | ||||||||||
Provision for statutory reserve | 38,573 | (38,573) | ||||||||||||
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards | $ 2 | (2) | ||||||||||||
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards (in shares) | 2,240,585 | |||||||||||||
Share-based compensation | 195,000 | 195,000 | 195,000 | |||||||||||
Exercise of share options | 8,352 | 8,352 | 8,352 | |||||||||||
Exercise of share options (in shares) | 359,178 | |||||||||||||
Share repurchase | (9,852) | (9,852) | (9,852) | |||||||||||
Share repurchase (in shares) | (61,667) | (61,667) | ||||||||||||
Foreign currency translation adjustment | 98,065 | 98,065 | 1,264 | 99,329 | ||||||||||
Net unrealized gains on available-for-sale investments, net | 17,169 | 17,169 | 17,169 | |||||||||||
Business acquisitions | (629) | (629) | ||||||||||||
Disposal of a subsidiary | (1,084) | (1,084) | ||||||||||||
Class A Common shares issued under private placements | $ 13 | 2,499,987 | 2,500,000 | 2,500,000 | ||||||||||
Class A Common shares issued under private placements (in shares) | 12,559,807 | |||||||||||||
Balance at Feb. 28, 2021 | $ 148 | $ 67 | 4,369,125 | 121,285 | $ (6,651) | 624,883 | 86,321 | $ (6,651) | 5,201,829 | 952 | $ (6,651) | 5,202,781 | ||
Balance (in shares) at Feb. 28, 2021 | 147,995,578 | 66,939,204 | ||||||||||||
Conversion of Class B common shares to Class A common shares | $ 18 | $ (18) | ||||||||||||
Conversion of Class B common shares to Class A common shares (in shares) | 17,785,600 | (17,785,600) | ||||||||||||
Net loss | (1,136,115) | (1,136,115) | (28,220) | (1,164,335) | ||||||||||
Provision for statutory reserve | 33,077 | (33,077) | ||||||||||||
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards | $ 3 | 9,380 | 9,383 | 9,383 | ||||||||||
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards (in shares) | 2,455,216 | |||||||||||||
Share-based compensation | 174,832 | 174,832 | 174,832 | |||||||||||
Exercise of share options | 1,203 | 1,203 | 1,203 | |||||||||||
Exercise of share options (in shares) | 56,296 | |||||||||||||
Share repurchase | $ (2) | (196,275) | (196,277) | (196,277) | ||||||||||
Share repurchase (in shares) | (1,506,667) | (1,506,667) | ||||||||||||
Foreign currency translation adjustment | 25,853 | 25,853 | (621) | 25,232 | ||||||||||
Net unrealized gains on available-for-sale investments, net | (50,557) | (50,557) | (50,557) | |||||||||||
Balance at Feb. 28, 2022 | $ 167 | $ 49 | 4,358,265 | 154,362 | (544,309) | 61,617 | 4,030,151 | (27,889) | 4,002,262 | |||||
Balance (in shares) at Feb. 28, 2022 | 166,786,023 | 49,153,604 | ||||||||||||
Net loss | (135,612) | (135,612) | 3,634 | (131,978) | ||||||||||
Provision for statutory reserve | 5,991 | (5,991) | ||||||||||||
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards | $ 2 | (4) | (2) | (2) | ||||||||||
Issuance of common shares in connection with vesting of non-vested shares and settlement of liability-classified awards (in shares) | 2,310,009 | |||||||||||||
Share-based compensation | 108,571 | 108,571 | 108,571 | |||||||||||
Exercise of share options | 186 | 186 | 186 | |||||||||||
Exercise of share options (in shares) | 26,092 | |||||||||||||
Share repurchase | $ (6) | (66,362) | (66,368) | (66,368) | ||||||||||
Share repurchase (in shares) | (5,959,339) | (5,959,339) | ||||||||||||
Foreign currency translation adjustment | (90,692) | (90,692) | 2,749 | (87,943) | ||||||||||
Net unrealized gains on available-for-sale investments, net | (1,591) | (1,591) | (1,591) | |||||||||||
Disposal of a subsidiary | (2,224) | (2,224) | ||||||||||||
Balance at Feb. 28, 2023 | $ 169 | $ 49 | $ (6) | $ 4,400,656 | $ 160,353 | $ (685,912) | $ (30,666) | $ 3,844,643 | $ (23,730) | $ 3,820,913 | ||||
Balance (in shares) at Feb. 28, 2023 | 169,122,124 | 49,153,604 | (5,959,339) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | |||
Net unrealized gains on available-for-sale investments, net | $ 229 | $ (2,245) | $ 944 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
Cash flows from operating activities | |||
Net loss | $ (131,978) | $ (1,164,335) | $ (143,050) |
Adjustments to reconcile net loss to net cash provided by / (used in) operating activities | |||
Depreciation of property and equipment | 35,289 | 171,354 | 136,960 |
Amortization of intangible assets | 1,159 | 13,905 | 24,030 |
Amortization of land use rights | 4,256 | 4,600 | 4,345 |
Loss on disposal of property and equipment | 546 | 23,139 | 1,427 |
Share-based compensation | 108,571 | 174,832 | 204,945 |
Impairment loss on intangible assets and goodwill and provision for reserves on operating assets | 756 | 897,932 | 154,745 |
Impairment loss on long-term investments | 7,687 | 275,872 | 24,563 |
(Gain) / loss from equity method investments | 2,248 | (10,787) | (11,676) |
(Gain) / loss from fair value change of investments | 68,500 | (7,028) | (9,471) |
Gain from remeasuring fair value of previously held equity interests upon business acquisitions | (3,855) | ||
Gain from disposal of long-term investments | (7,448) | (10,021) | (619) |
Loss / (gain) from disposal of a subsidiary | (9,550) | 966 | |
Dividend received from an equity-method investment | 3,362 | ||
Changes in operating assets and liabilities | |||
Inventory | (20,431) | 5,115 | (16,998) |
Amounts due from related parties | 210 | (432) | 748 |
Prepaid expenses and other current assets | (11,968) | 268,619 | (206,499) |
Income tax receivables | 14,434 | (3,863) | (4,093) |
Deferred income taxes | 400 | 304,229 | (242,401) |
Rental deposits | 12,660 | 6,930 | (29,203) |
Other non-current assets | (3,060) | 11,085 | (8,546) |
Accounts payable | (2,933) | (252,934) | 229,003 |
Deferred revenue | 54,142 | (1,229,766) | 529,209 |
Amounts due to related parties | (105) | (3,283) | (866) |
Accrued expenses and other current liabilities | (109,825) | (402,230) | 301,573 |
Operating lease right-of-use assets | 76,420 | 1,318,663 | (300,078) |
Operating lease liabilities | (82,622) | (1,334,142) | 319,573 |
Net cash provided by / (used in) operating activities | 7,358 | (939,184) | 954,732 |
Cash flows from investing activities | |||
Loan to third parties | (749) | (557) | |
Repayment of loan to third parties | 13,812 | ||
Loan to related parties | (16,294) | ||
Repayment of loan to related parties | 2 | ||
Loan to employees | (2,404) | (2,538) | |
Repayment of loan to employees | 1,522 | 6,711 | 4,659 |
Prepayment for investments | (8,450) | (2,179) | (5,515) |
Purchase of property and equipment | (110,326) | (246,297) | (245,058) |
Purchase of intangible assets | (122) | (683) | |
Purchase of short-term investments | (1,666,999) | (1,344,543) | (2,534,705) |
Proceeds from short-term investments | 1,622,068 | 3,002,509 | 207,576 |
Proceeds from disposal of property and equipment | 19,988 | 26,294 | 750 |
Business acquisitions, net of cash acquired | (250) | (11,902) | |
Payments for long-term investments | (200,734) | (137,732) | (53,334) |
Proceeds from disposal of long-term investments and a subsidiary | 42,302 | 67,036 | 1,763 |
Net cash (used in) / provided by investing activities | (301,626) | 1,368,716 | (2,641,469) |
Cash flows from financing activities | |||
Repayment of long-term debt and short-term debt | (270,000) | (3,518) | |
Payments for purchasing noncontrolling interests | (1,775) | ||
Proceeds from issuance of convertible bond | 2,300,000 | ||
Proceeds from private placement | 2,500,000 | ||
Proceeds from exercise of share options | 184 | 1,373 | 8,183 |
Repayment of convertible bond | (2,300,000) | ||
Share repurchase | (66,368) | (196,277) | (9,852) |
Net cash provided by / (used in) financing activities | (66,184) | (2,766,679) | 4,794,813 |
Effect of exchange rate changes | (26,427) | 949 | (5,277) |
Net increase / (decrease) in cash, cash equivalents and restricted cash | (386,879) | (2,336,198) | 3,102,799 |
Cash, cash equivalents and restricted cash at the beginning of year | 2,681,786 | 5,017,984 | 1,915,185 |
Cash, cash equivalents and restricted cash at the end of year | 2,294,907 | 2,681,786 | 5,017,984 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 9,425 | 8,380 | |
Income tax paid | 5,569 | 117,621 | 158,785 |
Non-cash investing and financing activities: | |||
Payable for purchase of property and equipment | 15,534 | 49,403 | 43,732 |
Payable for purchase of intangible assets | 756 | 866 | |
Payable for investments and acquisitions | $ 292 | $ 321 | $ 312 |
ORGANIZATION AND PRINCIPAL ACTI
ORGANIZATION AND PRINCIPAL ACTIVITIES | 12 Months Ended |
Feb. 28, 2023 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES TAL Education Group (the “Company” or “TAL”) was incorporated in the Cayman Islands on January 10, 2008. The Company, its subsidiaries, the consolidated VIEs and VIEs’ subsidiaries and schools are collectively referred to as the “Group”. The Group was previously engaged in the provision of high quality after-school tutoring programs (“AST”) for primary and secondary school students in the People’s Republic of China (the “PRC”) and has realigned to focus on smart learning solutions in the PRC. On July 24, 2021, the announcement of “Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education (the “Opinion”)” was made by the General Office of the CPC Central Committee and the General Office of the State Council. The Opinion contains guiding principles about requirements and restrictions related to after-school tutoring services, including (i) service providers in AST services on academic subjects relating to compulsory education or academic AST institutions, need to register as non-profit entity, (ii) foreign ownership in academic AST institutions are prohibited, including through contractual arrangements; (iii) listed companies are prohibited from raising capital to invest in businesses that teach academic subjects in compulsory education; (iv) relevant tutoring services on academic subjects in compulsory education are not allowed during public holidays, weekends and school breaks; and (v) academic AST institutions must follow the fee standards to be established by relevant authorities. The Opinion also provides that institutions providing after-school tutoring services on academic subjects in high schools (which do not fall within China’s compulsory education system) shall take into consideration the Opinion when conducting activities. In compliance with the Opinion and applicable rules, regulations and measures, the Company decided in November 2021 to cease offering after-school tutoring services on academic subjects to students from kindergarten through grade nine (“K-9 Academic AST Services”) in the mainland of China by the end of December 2021. The Company has completed the cessation where the revenues from offering K-9 Academic AST Services accounted for a substantial majority of the Company’s total revenues in the fiscal years ended February 28, 2021 and 2022. The cessation of K-9 Academic AST Services in the mainland of China did not represent a discontinued operation under ASC 205-20-45 since it did not meet the definition of a component because its operations and cash flows are not separately distinguishable from the rest of the Group’s services and the cessation did not represent a strategic shift. The Company also has taken actions to restructure its business and operations, including the early termination of certain leased office spaces and learning centers, disposal of relevant leasehold improvements and electronic equipment, which are disclosed in Note 6 and 13. Responding to the regulatory changes, the Group realigned the business focus towards enrichment learning services, and learning content solutions. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued As of February 28, 2023, details of the Company’s major subsidiaries, VIEs and VIEs’ subsidiaries and schools are as follows: Place of Later of date of incorporation (or Percentage incorporation or establishment) of legal Principal Nature of Name acquisition /operation ownership activities company TAL Holding Limited (“TAL Hong Kong”) March 11, 2008 Hong Kong 100% Intermediate holding company Subsidiary Beijing Century TAL Education Technology Co., Ltd. (“TAL Beijing”) May 8, 2008 Beijing 100% Software sales, and consulting service Subsidiary Beijing Xintang Sichuang Education Technology Co., Ltd. (“Beijing Xintang Sichuang”) August 27, 2012 Beijing 100% Software and network development, sales, and consulting service Subsidiary Pengxin TAL Industrial Investment (Shanghai) Co., Ltd. (“Pengxin TAL”) June 26, 2014 Shanghai 100% Investment management and consulting services Subsidiary Beijing Xueersi Education Technology Co., Ltd. (“Xueersi Education”) December 31, 2005 Beijing N/A* Sales of educational materials and products VIE Beijing Xueersi Network Technology Co., Ltd. (“Xueersi Network”) August 23, 2007 Beijing N/A* Technology development and educational consulting service VIE Xinxin Xiangrong Education Technology (Beijing) Co., Ltd. (“Xinxin Xiangrong”) June 23, 2015 Beijing N/A* Technology development and educational consulting service VIE TAL Training School (Shanghai) Co., Ltd. (“TAL Shanghai”) February 20, 2019 Shanghai N/A* Learning services VIE’s subsidiaries and schools TAL Education Technology (Jiangsu) Co., Ltd.(“TAL Jiangsu”) July 4, 2018 Jiangsu N/A* Technology development and consulting service VIE’s subsidiaries and schools Shidai TAL Education Technology (Beijing) Co., Ltd.(“Shidai TAL”) July 26, 2018 Beijing N/A* Technology development and consulting service VIE’s subsidiaries and schools Shanghai Xueersi Education Training Co., Ltd.( “Shanghai Education” ) July 2, 2009 Shanghai N/A* Learning services VIE’s subsidiaries and schools Shenzhen Xueersi Education Technology Co., Ltd. (“Shenzhen Education”) December 22, 2009 Shenzhen N/A* Teaching software research and development VIE’s subsidiaries and schools Beijing Xueersi Technology Co., Ltd. (“Xueersi Technology” ) April 28, 2020 Beijing N/A* Learning services VIE’s subsidiaries and schools * These entities are controlled by the Company pursuant to the contractual arrangements disclosed below. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued The VIE arrangements PRC laws and regulations restrict and impose conditions on foreign investment in the education business and value-added telecommunication services in China. Accordingly, the Group operates substantially all of the education business in China through the consolidated VIEs, their subsidiaries and schools. To provide the Company the power to control and the ability to receive the expected residual returns of the VIEs and their subsidiaries and schools, the Company’s wholly owned subsidiary, TAL Beijing, entered into a series of contractual arrangements with Xueersi Education, Xueersi Network and their respective shareholders on February 12, 2009 and August 12, 2009, including exclusive business service agreements, which were superseded by the Exclusive Business Cooperation Agreement entered into on June 25, 2010. TAL Beijing also entered into a series of contractual arrangements with Xinxin Xiangrong on August 4, 2015. The VIEs and their subsidiaries and schools hold various licenses upon which the Group’s business depends. A substantial majority of the Group’s employees who provide the Group’s services are hired by the VIEs and their subsidiaries and schools, and the VIEs and their subsidiaries and schools lease a substantial portion of the properties upon which the Group’s services are delivered. The net revenues from the VIEs and their subsidiaries and schools accounted for 84.9% of the Group’s total net revenues for the fiscal year ended February 28, 2023. Through the contractual arrangements below, TAL Beijing has (1) the power to direct the activities of the VIEs and their subsidiaries and schools that most significantly affect their economic performance and (2) the right to receive substantially all the benefits from the VIEs and their subsidiaries and schools. It is therefore considered the primary beneficiaries of the VIEs and their subsidiaries and schools, and accordingly, the results of operations, assets and liabilities of the VIEs and their subsidiaries and schools are consolidated in the Group’s financial statements. Series of exclusive technology support and service agreements: 1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued The VIE arrangements – continued The services under each of these agreements include, but are not limited to, employee training, technology development, transfer and consulting services, public relation services, market survey, research and consulting services, market development and planning services, human resource and internal information management, network development, upgrade and ordinary maintenance services, and software and trademark licensing and other additional services as the parties may mutually agree from time to time. TAL Beijing or its designated affiliates, owns the exclusive intellectual property rights developed in the performance of these agreements. As consideration for these services, TAL Beijing or its designated affiliates are entitled to charge the VIEs and VIEs’ subsidiaries and schools service fees annually or regularly, and adjust the service fee rates from time to time at their discretion. Call option agreement: TAL Beijing, Xinxin Xiangrong and the shareholders of Xinxin Xiangrong have entered into a call option agreement on August 4, 2015. Under each of these agreements, TAL Beijing has the sole discretion to decide when to exercise the option, and whether to exercise the option in part or in full. Unless terminated early by mutual agreement of all parties, these agreements shall remain effective until TAL Beijing exercises its purchase right to purchase all the VIEs’ equity interests according to these agreements. Equity pledge agreement: TAL Beijing, Xinxin Xiangrong and the shareholders of Xinxin Xiangrong have entered into an equity pledge agreement on August 4, 2015. These agreements are effective on the date of execution and terminate when all the secured rights under the relevant agreements, as the case may be, are completely fulfilled or terminated in accordance thereof. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued The VIE arrangements - continued Letter of Undertaking: Power of attorney: The articles of association of each of the VIEs states that the major rights of the shareholders in a shareholders’ meeting include the power to approve the operating strategy and investment plan, elect the executive directors and approve their compensation and review and approve the annual budget and earning distribution plan. Therefore, through the irrevocable power of attorney arrangement TAL Beijing has the ability to exercise effective control over each of the VIEs respectively through shareholder votes and, through such votes, to also control the composition of the board of directors. As a result of these contractual rights, the Company has the power to direct the activities of each of the VIEs that most significantly impact their economic performance. Spousal consent letter: 1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued The VIE arrangements - continued Deed of undertaking: ● as long as Mr. Bangxin Zhang owns shares in the Company, whether legally or beneficially, and directly or indirectly (including shares held through Mr. Bangxin Zhang’s personal holding company Bright Unison Limited or any other company, trust, nominee or agent, if any), representing more than 50% of the aggregate voting power of the then total issued and outstanding shares of the Company; ● Mr. Bangxin Zhang will not, directly or indirectly, (i) request or call any meeting of shareholders for the purpose of removing or replacing any of existing directors or appointing any new director, or (ii) propose any resolution at any of shareholders meetings to remove or replace any of existing directors or appoint any new director; and should any meeting of shareholders be called by the board of directors or requisitioned or called by shareholders for the purpose of removing or replacing any of the directors or appointing any new director, or if any resolution is proposed at any of shareholder meetings to remove or replace any of the directors or appoint any new director, the maximum number of votes which Mr. Bangxin Zhang will be permitted to exercise shall be equal to the total aggregate number of votes of the then total issued and outstanding shares of the Company held by all members of the Company, other than shares which are owned, whether legally or beneficially, and directly or indirectly by Mr. Bangxin Zhang, less one vote; and ● Mr. Bangxin Zhang will not cast any votes he has as a director or shareholder (if applicable) on any resolutions or matters concerning enforcing, amending or otherwise relating to the Deed being considered or voted upon by board of directors or shareholders, as the case may be. In the opinion of Maples and Calder (Hong Kong) LLP, the Company’s Cayman Islands legal counsel, the deed of undertaking constitutes the legal, valid and binding obligations of Mr. Bangxin Zhang, which cannot be unilaterally revoked by Mr. Bangxin Zhang, and is enforceable in accordance with its terms under existing Cayman Islands laws. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued Risks in relation to the VIE structure The Company believes that TAL Beijing’s contractual arrangements with the VIEs and their respective subsidiaries, schools and shareholders are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the Group would be subject to fines or potential actions by the relevant PRC regulatory authorities with broad discretions, which could include: ● revoke the Group’s business and operating licenses; ● require the Group to discontinue or restrict its operations; ● limit the Group’s business expansions in China by way of entering into contractual arrangements; ● restrict the Group’s right to collect revenues; ● impose fines; ● confiscate any of our income that is deemed to be obtained through illegal operations; ● block the Group’s websites or mobile apps; ● require the Group to restructure the operations in such ways as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or permits, or relocate its businesses, staff and assets; ● restrict or prohibit the Group’s use of the proceeds from overseas offering to finance our PRC subsidiaries’ or the VIEs’ or VIE Subsidiaries’ business and operations; ● impose additional conditions or requirements with which the Group may not be able to comply; and ● take other regulatory or enforcement actions against the Group that could be detrimental to its business. The imposition of any of these penalties could result in a material adverse effect on the Company’s ability to conduct the Group’s business. In addition, if the imposition of any of these penalties causes the Company to lose the rights to direct the activities of the VIEs, and the VIEs’ subsidiaries and schools, or the right to receive their economic benefits, the Company would no longer be able to consolidate the VIEs, and the VIEs’ subsidiaries and schools. The Company does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation or dissolution of the Company, TAL Beijing, or the VIEs and their respective subsidiaries and schools. The four legal owners of Xueersi Education and Xueersi Network are Mr. Bangxin Zhang, Mr. Yachao Liu, Mr. Yunfeng Bai, and Mr. Yundong Cao, and the three legal owners of Xinxin Xiangrong are Mr. Bangxin Zhang, Mr. Yachao Liu and Mr. Yunfeng Bai. Mr. Bangxin Zhang, Mr. Yachao Liu and Mr. Yunfeng Bai are shareholders and directors or officers of TAL Education Group. Xueersi Education is a VIE of the Group. The interests of Mr. Bangxin Zhang, Mr. Yachao Liu, Mr. Yunfeng Bai and Mr. Yundong Cao as beneficial owners of Xueersi Education, Xueersi Network and Xinxin Xiangrong may differ from the interests of the Group as a whole, since these parties’ respective equity interests in Xueersi Education, Xueersi Network and Xinxin Xiangrong may conflict with their respective equity interests in the Group. When conflicts of interest arise, it is possible that any or all of these individuals may not act in the best interests of the Group, and such conflicts may not be resolved in the Group’s favor. In addition, these individuals may breach, or cause Xueersi Education, Xueersi Network and Xinxin Xiangrong, their subsidiaries and schools to breach, or refuse to renew, the existing contractual arrangements the Group has with them and Xueersi Education, Xueersi Network and Xinxin Xiangrong, their subsidiaries and schools. Other than the aforementioned deed of undertaking the Group entered with Mr. Bangxin Zhang, the Group currently does not have any arrangements to address potential conflicts of interest between these individuals and the Company. To a large extent, the Group relies on the legal owners of Xueersi Education, Xueersi Network and Xinxin Xiangrong to abide by the laws of the Cayman Islands and China, which provide that directors and officers owe a fiduciary duty to the Company that requires them to act in good faith and in the best interests of the Company and not to use their positions for personal gains. If the Group cannot resolve any conflict of interest or dispute between it and these individuals, the Group would have to rely on legal proceedings, which could result in disruption of its business and subject it to substantial uncertainty as to the outcome of any such legal proceedings. 1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued The VIE arrangements The following consolidated financial statement balances and amounts of the Company’s VIEs and their subsidiaries and schools, were included in the accompanying consolidated financial statements after the elimination of intercompany balances and transactions amongst the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries and schools in the Group. As of February 28, As of February 28, 2022 2023 Cash and cash equivalents $ 359,208 $ 331,081 Other current assets 276,804 234,186 Total current assets 636,012 565,267 Property and equipment, net 206,030 238,898 Other non-current assets 883,759 619,221 Total assets 1,725,801 1,423,386 Deferred revenue-current 182,337 213,239 Other current liabilities 583,051 449,854 Total current liabilities 765,388 663,093 Total non-current liabilities 164,169 112,807 Total liabilities $ 929,557 $ 775,900 1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued The VIE arrangements – continued For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Net revenues $ 4,244,907 $ 4,193,212 $ 865,846 Net income $ 488,866 $ 186,848 $ 206,431 For the years ended February 28, 2021,2022 and 2023, for all of the VIEs and VIEs’ subsidiaries, excluding inter-company transactions: For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Net cash provided by operating activities $ 727,661 $ 117,350 $ 170,478 Net cash used in investing activities $ (224,235) $ (194,349) $ (76,209) Net cash used in financing activities $ (3,518) $ — $ — 1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued The VIE arrangements – continued As of February 28, 2021,2022 and 2023, the balance of the amount payable by the VIEs and their subsidiaries and schools to TAL Beijing or its designated affiliates related to the service fees was $417,544, $752,200 and $532,323, respectively, and was eliminated upon consolidation. There are no consolidated VIEs’ assets that are collateral for the VIEs’ obligations and can only be used to settle the VIEs’ obligation. Relevant PRC laws and regulations restrict the VIEs from transferring a portion of their net assets, equivalent to the balance of their paid-in capital and statutory reserve, to the Company in the form of loans and advances or cash dividends. Please refer to Note 21 for disclosure of restricted net assets. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 28, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain reclassifications have been made to the consolidated balance sheets and consolidated statements of operations for the year ended February 28, 2022 and the year ended February 28, 2021 to conform to the presentation for the year ended February 28, 2023. The reclassifications had no impact on the Group’s loss from operation, net loss, shareholders’ equity or cash flows as previously reported. Basis of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, which are accounted for under the voting interest model, and the VIEs, VIEs’ subsidiaries and schools consolidated under the variable interest entity consolidation model. All inter-company transactions and balances have been eliminated upon consolidation. Consolidation of Variable Interest Entities The Company has executed a series of contractual agreements with the VIEs, the VIEs’ subsidiaries and schools and the VIEs’ nominee shareholders through its wholly owned foreign enterprises. For a description of these contractual arrangements, see “Note 1 Organization and Principal Activities—The VIE Arrangements”. These contractual agreements do not provide TAL Beijing with an equity interest in legal form in the VIEs. As the Company holds no legal form of equity ownership in the VIEs, the Company applied the variable interest entity consolidation model as set forth in Accounting Standards Codification 810, Consolidation (“ASC 810”) instead of the voting interest model of consolidation. 2. SIGNIFICANT ACCOUNTING POLICIES - continued Consolidation of Variable Interest Entities - continued By design, the contractual agreements provide TAL Beijing with the right to receive benefits equal to substantially all of the net income of these entities, and thus under ASC 810, these agreements are considered variable interests. Subsequent to identifying any variable interests, any party holding such variable interests must determine if the entity in which the interest is held is a variable interest entity and subsequently which reporting entity is the primary beneficiary of, and should therefore consolidate the variable interest entity. The contractual arrangements, by design, enable TAL Beijing to have (a) the power to direct the activities that most significantly impact the economic performance of the VIEs and (b) the right to receive substantially all the benefits of the VIEs. As a result, the VIEs are considered to be variable interest entities under ASC 810 and TAL Beijing is considered to be the primary beneficiary of the VIEs and consolidates the VIEs’ financial position and results of operations. Determining whether TAL Beijing is the primary beneficiary requires a careful evaluation of the facts and circumstances, including whether the contractual agreements are substantive under the applicable legal and financial reporting frameworks, i.e. PRC law and U.S. GAAP. The Company continually reviews its corporate governance arrangements to ensure that the contractual agreements are indeed substantive. The Company has determined that the contractual agreements are in fact valid and legally enforceable. Such arrangements were entered into in order to comply with the underlying legal and/or regulatory restrictions that govern the ownership of a direct equity interest in the VIEs. In the opinion of the Company’s PRC counsel, Tian Yuan Law Firm, the contracts are legally enforceable under PRC law. See “Note 1 Organization and Principal Activities—The VIE Arrangements”. On June 24, 2013 and July 29, 2013, the Company and Mr. Bangxin Zhang executed a deed of undertaking dated June 24, 2013 and a side letter dated July 29, 2013, respectively (collectively, the “Deed”). Pursuant to the terms of the Deed, as long as Mr. Bangxin Zhang owns a majority voting interest, whether legally or beneficially, and directly or indirectly, in the Company, (1) Mr. Bangxin Zhang cannot request or call a meeting of shareholders or propose a shareholders resolution to appoint or remove a director, (2) if shareholders are asked to appoint or remove a director, the maximum number of votes which Mr. Bangxin Zhang will be permitted to exercise in connection with such shareholder approval is equal to the total aggregate number of votes of the then total issued and outstanding shares of the Company held by all members of the Company, other than shares which are owned, whether legally or beneficially, and directly or indirectly by Mr. Bangxin Zhang, less one vote and (3) if shareholders or board of directors are asked to consider or approve any matter related to the Deed, Mr. Bangxin Zhang cannot exercise his voting power. Upon execution of the Deed, despite his ownership of and as long as he holds a majority voting interest, whether legally or beneficially, and directly or indirectly, in the Company, Mr. Bangxin Zhang will (1) not be permitted to requisition or call a meeting of shareholders or propose a shareholders resolution to appoint or remove a director, (2) in relation to any shareholder approvals to appoint or remove a director, only be permitted to exercise up to the number of votes equal to the total aggregate number of votes of the then total issued and outstanding shares of the Company held by all members of the Company, other than shares which are owned, whether legally or beneficially, and directly or indirectly by Mr. Bangxin Zhang, less one vote and (3) in relation to shareholders’ or board of directors’ consideration or approval of any matter related to the Deed, Mr. Bangxin Zhang cannot exercise his voting power. The terms of the Deed prevent Mr. Bangxin Zhang from controlling the rights of the Company as it relates to the contractual agreements, and accordingly, the Company retains a controlling financial interest in the VIEs and would consolidate them as the VIEs’ primary beneficiary. Please see Note 1 for the presentation of condensed financial information of the VIEs and VIEs’ subsidiaries and schools, after elimination of intercompany balances and transactions. 2. SIGNIFICANT ACCOUNTING POLICIES - continued Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, costs, and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Significant accounting estimates reflected in the Group’s consolidated financial statements include, valuation allowance for deferred tax assets, the impairment of long-lived assets and long term investments, fair value assessment of long-term investments, discount rate for leases and consolidation of variable interest entities. Cash and cash equivalents Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments, which are unrestricted as to withdrawal or use, or have original maturities of three months or less when purchased. Restricted cash Cash that is restricted as to withdrawal or for use or pledged as security is separately reported. The Group’s restricted cash mainly represents security deposits held in designated bank accounts for future transactions, deposits required by PRC government authorities related to educational programs and services and establishment of new schools and subsidiaries. Short-term investments Short-term investments include wealth management products, which are mainly deposits with variable interest rates placed with financial institutions and are restricted as to withdrawal and use. Investments are classified as held-to-maturity when the Group has the positive intent and ability to hold the securities to maturity, and are recorded at amortized cost. The original maturities of the short-term investments are greater than three months, but less than twelve months. The Group reviews its investments in held-to-maturity investments for impairment periodically, recognizing an allowance, if any, by applying an estimated loss rate. The Group considers available evidence in evaluating the potential impairment of its investments in held-to-maturity investments. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net carrying value at the amount expected to be collected on the held-to-maturity investments. The allowance for credit losses was nil for the three years ended February 28, 2023. Investment products not classified as trading or as held-to-maturity are classified as available-for-sale debt securities, which are reported at fair value, with unrealized gains and losses recorded in “Accumulated other comprehensive income” on the consolidated balance sheets. Realized gains or losses are included in earnings during the period in which the gain or loss is realized. For investment products indexed to, for example, an underlying stock, stock market or foreign exchange, the Group elects the fair value option to record them at fair value in accordance with ASC 825 Financial Instruments. Changes in the fair value are reflected in the consolidated statements of operations. Derivative Instruments Derivative instruments are carried at fair value in accordance with Accounting Standards Codification 815. The fair values of the derivative financial instruments generally represent the estimated amounts expect to receive or pay upon termination of the contracts as of the reporting date. 2. SIGNIFICANT ACCOUNTING POLICIES - continued Derivative Instruments - continued The Group’s derivative instruments primarily consisted of foreign currency option contracts which aims to manage foreign currency exposure to certain extent. As the derivative instruments do not qualify for hedge accounting treatment, changes in the fair value are reflected in other income/ (expense) of the consolidated statements of operations. The Group held certain security deposits in designated bank accounts as stipulated in the contracts, and classified them as restricted cash in the consolidated balance sheets. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives: Building 35-64 years Computer, network equipment and software 3 years Vehicles 4-5 years Office equipment and furniture 3-5 years Leasehold improvement Shorter of the lease term or estimated useful lives Construction in progress represents buildings and related premises under construction, which is stated at actual construction cost less any impairment loss. Construction in progress is transferred to building when completed and ready for its intended use. Business combinations Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed and any noncontrolling interests of the acquiree at the acquisition date, if any, are measured at their fair values as of the acquisition date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interests of the acquiree and fair value of previously held equity interest in the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired. Common forms of the consideration made in acquisitions include cash and common equity instruments. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability, it is subsequently carried at fair value with changes in fair value reflected in the consolidated statements of operations. In a business combination achieved in stages, the Group remeasures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition-date fair value and the remeasurement gain or loss, if any, is recognized in the consolidated statements of operations. Where in a business combination, the noncontrolling shareholder received a put option to sell its entire noncontrolling interest of the acquiree to the Group at the price stipulated by the contract when option is exercised, the noncontrolling interest has been recorded as a redeemable noncontrolling interest presented in the mezzanine equity section of the consolidated balance sheets. 2. SIGNIFICANT ACCOUNTING POLICIES – continued Land use rights, net All land in the PRC is owned by PRC government, which, according to the relevant PRC law, may grant the right to use the land for a specified period of time. Payment for acquiring land use rights are recorded at cost and amortized on a straight line basis over the term of the land certificates. Impairment of long-lived assets The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the fair value of the assets. Long-term investments The Group’s long-term investments include equity securities without readily determinable fair values, equity securities with readily determinable fair values, equity method investments, available-for-sale investments, fair value option investment and held-to-maturity investments. Equity securities without readily determinable fair values The Group reviews its equity securities without readily determinable fair value for impairment at each reporting period. If a qualitative assessment indicates that the investment is impaired, the Group estimates the investment’s fair value in accordance with the principles of Accounting Standards Codification 820, Fair Value Measurement. If the fair value is less than the investment’s carrying value, the Group recognizes an impairment loss in the consolidated statements of operation equal to the difference between the carrying value and fair value. Equity securities with readily determinable fair values Equity securities with readily determinable fair value are measured at fair values, and any changes in fair value are recognized in the consolidated statements of operations. Equity method investments Investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate. For certain investments in limited partnerships, where the Group holds less than a 20% equity or voting interest, the Group may also have significant influence. Under the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share of each equity investee’s net income or loss after the date of investment into the consolidated statements of operations and accordingly adjusts the carrying amount of the investment. If financial statements of an investee cannot be made available within a reasonable period of time, the Group records its share of the net income or loss of an investee on a one quarter lag basis in accordance with Accounting Standards Codification 323, Investment—Equity Method and Joint Ventures. 2. SIGNIFICANT ACCOUNTING POLICIES - continued Long-term investments - continued The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary. Available-for-sale investments For investments in investees’ shares which are determined to be debt securities, the Group accounts for them as available-for-sale investments when they are not classified as either trading or held-to-maturity investments. Available-for-sale investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income as a component of shareholders’ equity. Declines in the fair value of individual available-for-sale investments below their amortized cost due to credit-related factors are recognized as an allowance for credit losses, whereas if declines in the fair value is not due to credit-related factors, the loss is recorded in other comprehensive (loss) / income. Fair value option investments The Group elected the fair value option to account for certain investment whereby the change in fair value is recognized in the consolidated statements of operations. Held-to-maturity investments Long-term investments include wealth management products, which are mainly deposits with variable interest rates placed with financial institutions and are restricted as to withdrawal and use. The Group classifies the wealth management products as “held-to-maturity” securities. Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 2. SIGNIFICANT ACCOUNTING POLICIES – continued Fair value - continued Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Fair value of financial instruments is disclosed in Note 12. Revenue recognition The Group follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Group satisfies a performance obligation. For fiscal year 2021 and 2022, the Group generated substantially all of its revenues through learning services with individual students in the PRC, in which revenue is recognized over time. The Group ceased K-9 Academic AST Services in the mainland of China at the end of calendar year 2021 in compliance with regulatory policies promulgated in 2021. Historically, revenues from K-9 Academic AST Services accounted for a substantial majority of the total revenues in the fiscal year 2021 and 2022. The Group also generates revenues from sales of products, consisting primarily of books, which were insignificant for the years ended February 28, 2021,2022, and were included in small class learning services, personalized premium services and others during the years ended February 28, 2021 and 2022. The primary sources of the Group’s revenues for the years ended February 28, 2021,2022 included (a) small class learning services, personalized premium services and others; and (b) Online education services through www.xueersi.com. Starting with the first quarter of calendar year 2022, as a result of the regulatory policies promulgated in 2021 described above, the Group has realigned its business to focus toward providing learning services and learning content solutions. Revenues related to small class learning services, personalized premium services and online education services through www.xueersi.com have been grouped to “learning services and others”. Additionally, other revenues previously presented in “small class learning services, personalized premium services and others” are now disaggregated into “learning services and others”, and “learning content solutions”. The following table presents the net revenues disaggregated by revenue sources. Under the new revenue disaggregation as aforementioned, the presentation of revenue disaggregation for the years ended February 28, 2021 and 2022 have been retrospectively changed to reflect the disaggregation adopted for the years ended February 28, 2023. For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Disaggregation of net revenues $ 4,433,910 $ 4,275,262 $ 853,629 - Learning Content Solutions 61,845 115,645 166,143 Total $ 4,495,755 $ 4,390,907 $ 1,019,772 2. SIGNIFICANT ACCOUNTING POLICIES - continued Revenue recognition - continued Revenue is recognized when control of promised goods or services is transferred to the Group’s customers in an amount of consideration to which the Group expects to be entitled to in exchange for those goods or services. The Group’s revenue is reported net of discounts, value added tax and surcharges. Learning Services and Others Learning services primarily consist of small classes, personalized premium services and online course offerings. Each contract of learning service is accounted for as a single performance obligation which is satisfied proportionately over the service period. Learning fee is generally collected in advance and is initially recorded as deferred revenue. Revenue of learning services is recognized proportionately as the learning sessions are delivered. The Group distributes coupons to attract both existing and prospective learners to enroll in its services. The coupon has fixed dollar amounts and can only be used against future services. The coupon is not considered a material right to the customer and is accounted for as a reduction of transaction price of the service contract. Small class learning services primarily consist of Xueersi Peiyou small class. Personalized premium services are referring to after-school one-on-one learning services. Each contract of small class learning service or personalized premium service is accounted for as a single performance obligation which is satisfied proportionately over the service period. Learning service fee is generally collected in advance and is initially recorded as deferred revenue. For small class learning services and personalized premium services, revenue is recognized proportionately as the learning sessions are delivered. Generally, for small class learning services, the Group offers refunds for any remaining classes to students who decide to withdraw from a course. The refund is equal to and limited to the amount related to the undelivered classes. For personalized premium services, a student can withdraw at any time and receive a refund equal to and limited to the amount related to the undelivered classes. Historically, the Group has not had material refunds. The Group also provides online education services, including live class and pre-recorded course content, to its students through www.xueersi.com. Students enroll for online courses through www.xueersi.com by the use of prepaid study cards or payment to the Group’s online accounts. Each contract of the online education service is accounted for as single performance obligation which is satisfied ratably over the service period. The proceeds collected are initially recorded as deferred revenue. For live class courses, revenues are recognized proportionately as the learning sessions are delivered. For pre-recorded course content, revenues are recognized on a straight line basis over the subscription period from the date in which the students activate the courses to the date in which the subscribed courses end. Refunds are provided to the students who decide to withdraw from the subscribed courses within the course offer period and a proportional refund is based on the percentage of untaken courses to the total courses purchased. Historically, the Group has not experienced material refunds. 2. SIGNIFICANT ACCOUNTING POLICIES - continued Learning Services and Others - continued Other revenues primarily consist of Software-as-a-Service (“SaaS”) services. The SaaS services are mainly charged on either a subscription or consumption basis. Revenue related to SaaS services charged on a subscription basis is recognized over the contract period. Revenue related to SaaS services charged on a consumption basis is recognized based on the customer utilization of the resources. Learning Content Solutions Learning content solutions primarily consist of sales of various learning content products to end users directly or through distribution partners. Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Group expects to be entitled to in exchange for the goods or services. As a practical expedient, the Group elects to record the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. In addition, the Group determines the transaction price to be earned by estimating the refund liability based on historical refund ratio on a portfolio basis using the expected value method. Refund liabilities was recorded under accrued expenses and other current liabilities, for fee collected that expected to be refunded to the customers in the future if students withdraw from a course for the remaining classes. The contract liabilities of deferred revenue was $187,732 and $237,354 as of February 28, 2022 and 2023, respectively. The difference between the opening and closing balances of the Group’s contract liabilities primarily results from the timing difference between the Group’s satisfaction of performance obligation and the customer’s payment. Share-based compensation Share-based payment transactions with employees are measured based on the grant date fair value of the equity instrument and recognized as compensation expense on a straight-line basis over the requisite service period, with a corresponding impact reflected in additional paid-in capital. For share-based awards granted with performance condition, the compensation cost is recognized when it is probable that the performance condition will be achieved. The Group reassesses the probability of achieving the performance condition at the end of each reporting date and records a cumulative catch-up adjustment for any changes to its assessment. Forfeitures are recognized as they occur. Liability-classified awards are remeasured at their fair-value-based measurement as of each reporting date until settlement. Compensation expense related to modified stock options is measured based on the fair value for the awards as of the modification date. Any incremental compensation expense arising from the excess of the fair value of the awards on the modification date compared to the fair value of the awards immediately before the modification date is recognized at the modification date or ratably over the requisite service period, as appropriate. Value added tax (“VAT”) Pursuant to the PRC tax laws, in case of any product sales, the VAT rate is 3% of the gross sales for small scale VAT payer and 13% of the gross sales for general VAT payer. TAL Beijing and Xueersi Education are deemed as general VAT payer for the sales of guidance materials and the intercompany sales of self-developed software. For general VAT payer, VAT on sales is calculated at 13% on revenue from product sales and paid after deducting input VAT on purchases. The net VAT balance between input VAT and output VAT is reflected in the accounts under other taxes payable. 2. SIGNIFICANT ACCOUNTING POLICIES - continued Value added tax (“VAT”) - continued The Group’s online education services and inter-company technical services are subject to VAT at the rate of 6% of revenue for general VAT payer. Beijing Xintang Sichuang, TAL Beijing, Xueersi Education and Yidu Huida Education Technology (Beijing) Co., Ltd. (“Yidu Huida”) are deemed as general VAT payers at the rate of 6%. Xinxin Xiangrong and Pengxin TAL were deemed general VAT payers at the rate of 6 % In accordance with The Ministry of Finance and State Administration of Taxation Announcement [2021] No. 10, VAT on book sales revenue of Xueersi Education enjoy exemption policy from January 1, 2021 to December 31, 2023. In accordance with Circular Cai Shui [2016] No. 68, the general VAT payers who provide non-academic education service could elect a simple VAT collection method and apply for a 3% VAT rate. The Group’s schools which were previously subject to business tax are now subject to a VAT rate of 3%. In accordance with The Ministry of Finance, State Administration of Taxation and General Administration of Customs Announcement [2019] No.39, for general VAT payer of the Group, VAT on products sales is calculated at 13% on revenue and paid after deducting input VAT on purchases, commencing on April 1, 2019. In accordance with The Ministry of Finance and State Administration of Taxation Announcement [2020] No. 8, due to the COVID-19 pandemic, the VAT on non-academic education service was temporarily exempted since January 1, 2020. In accordance with The Ministry of Finance and State Administration of Taxation Announcement [2021] No. 7, the above mentioned VAT exemption policy came to an end on March 31, 2021. Operating leases The Group determines if an arrangement is a lease or contains a lease at lease inception. Operating leases are required to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. The Group has elected the package of practical expedients, which allows the Group not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any expired or existing leases as of the adoption date. The Group also elected the practical expedient not to separate lease and non-lease components of contracts. Lastly, for lease assets other than real estate, such as printing machine and electronic appliances, the Group elected the short-term lease exempti |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Feb. 28, 2023 | |
BUSINESS ACQUISITION | |
BUSINESS ACQUISITION | 3. BUSINESS ACQUISITION Business acquisitions in fiscal year 2023: In October 2022, the Group completed an acquisition with total purchase price of $1,848 in cash, which was fully paid by November, 2022. $1,255 out of the purchase price is contingent upon the selling shareholder’s post combination employment, therefore it was considered a compensation to the selling shareholder. The intangible asset identified and goodwill resulting from the acquisition were $91 and $157, respectively. The other net assets acquired from the acquisition are immaterial. Goodwill resulting from the acquisition is not deductible for tax purposes and is recorded as a non-current asset in consolidated balance sheets as of February 28, 2023. The results of operations for the acquired entity have been included in the Group’s consolidated financial statements from the acquisition date. The pro forma results assuming that the acquisitions occurred as of March 1, 2021 is immaterial for the years ended February 28, 2022 and 2023. Business acquisitions in fiscal year 2021: Acquisition of Dada Education Group (“Dada”) As of February 29, 2020, the Group held 22.7% equity interest in Dada, which was accounted for as available-for-sale investment. Dada is a company providing one-on-one online English learning for children. On April 30, 2020, the Group increased its shareholding to 92.6% with additional cash consideration of $10,437 and obtained control of Dada. The acquisition was recorded using the acquisition method of accounting. Accordingly, the acquired assets and liabilities were recorded at fair value at the date of acquisition. The acquisition-date fair value of the equity interest held by the Group immediately prior to the acquisition was measured at fair value using the discounted cash flow method and taking into account certain factors including the management projection of discounted future cash flow and an appropriate discount rate. A remeasurement gain of $3,855 was recognized in connection with the acquisition. 3. BUSINESS ACQUISITION – continued Business acquisitions in fiscal year 2021 - continued: The purchase price was allocated as of April 30, 2020, the date of acquisition, as follows: Amortization US$ period Cash and cash equivalents $ 1,269 Net assets acquired, excluding cash and cash equivalents, intangible assets and related deferred tax liabilities (172,118) Intangible assets, net User base and customer relationships 7,576 2 years Trade name and domain names 13,452 5 years Others 3,044 1 year Goodwill 168,233 Deferred tax liabilities (6,018) Noncontrolling interests (1,146) Total purchase consideration $ 14,292 The purchase price allocation was determined by the Group with the assistance of an independent valuation appraiser. The fair value of the acquired intangible assets was measured by using the “multi-period excess earnings method (MEEM)”, “relief from royalty” and “replacement cost” valuation methods. Goodwill resulted from the acquisition is not deductible for tax purposes, which was primarily attributable to intangible assets that cannot be recognized separately as identifiable assets under GAAP, and comprised (a) the assembled workforce and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition. Other acquisition During the year ended February 28, 2021, the Group made another acquisition with total purchase price of $2,936 in cash. The intangible assets acquired and goodwill resulted from the acquisition were $1,351 and $1,660, respectively. Goodwill resulted from the acquisition is not deductible for tax purposes. The results of operations for all these acquired entities have been included in the Group’s consolidated financial statements from their respective acquisition dates. 3. BUSINESS ACQUISITION – continued Business acquisitions in fiscal year 2021 – continued: The following summarized unaudited pro forma results of operations for the years ended February 29, 2020 and February 28, 2021 assuming that these acquisitions during the year ended February 28, 2021 occurred as of March 1, 2019. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred as of March 1, 2019, nor is it indicative of future operating results. For the years ended February 29/28 2020 2021 (Unaudited) (Unaudited) Pro forma net revenues $ 3,376,955 $ 4,516,022 Pro forma net loss attributable to TAL Education Group $ (173,199) $ (119,780) Pro forma net loss per share - basic $ (0.87) $ (0.59) Pro forma net loss per share - diluted $ (0.87) $ (0.59) |
SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS | 12 Months Ended |
Feb. 28, 2023 | |
SHORT-TERM INVESTMENTS | |
SHORT-TERM INVESTMENTS | 4. SHORT-TERM INVESTMENTS Short-term investments consisted of the following: As of As of February 28, February 28, 2022 2023 Held-to-maturity investments (1) $ 580,352 $ 276,288 Variable-rate financial instruments (2) 150,000 793,275 Available-for-sale securities (3) 340,183 80,044 $ 1,070,535 $ 1,149,607 (1) The Group purchased wealth management products from financial institutions and classified them as held-to-maturity investments as the Group has the positive intent and ability to hold the investments to maturity. The maturities of these financial products range from three months to twelve months . The Group estimated that their fair value approximate their amortized costs. (2) The Group purchased several investment products indexed to, for example, certain stock, stock market or foreign exchange with maturities less than one year and accounted for them at fair value. The fair value changes of the investment products was insignificant for the years ended February 28, 2021, 2022 and 2023. (3) The short-term available-for-sale securities include wealth management products issued by commercial banks and other financial institutions with variable rates where principal is unsecured but no restriction on withdrawal. The Group accounted for them at fair value and recognized fair value decrease of $1,032 , $16,854 , and increase of $15,395 through other comprehensive loss for the years ended February 28, 2021, 2022 and 2023, respectively. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Feb. 28, 2023 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following: As of As of February 28, February 28, 2022 2023 Accounts receivables $ 25,567 $ 44,825 Prepaid VAT (1) 24,326 13,769 Prepayments to suppliers (2) 17,635 18,887 Loans to third-parties (3) 16,749 12,163 Prepaid rental and related fees (4) 12,660 3,059 Interest receivable 8,695 16,461 Other deposits 3,900 2,406 Loan to employees, current portion (5) 2,432 382 Staff advances (6) 1,914 2,102 Receivables of withholding tax for employees related to share incentive plan (7) 806 3,197 Others 8,069 8,235 $ 122,753 $ 125,486 (1) Prepaid VAT represents input VAT from the purchase of goods and services. (2) Prepayments to suppliers are primarily for prepaid operating expenses. (3) Balances represent short-term loans to third-parties as well as loans reclassified from non-current assets. (4) Balances include prepaid rental where lease term not yet commenced and rental deposit receivables from leases that have been terminated. (5) The Group offered housing benefit plan to employees who have been employed by the Group for three years or more and met certain performance criteria. Under this benefit plan, the eligible employees receive interest-free loans for purposes of property purchases. Each loan has a term of four years and must be repaid by equal annual installments. (6) Advances were made to employees primarily for traveling, office expenses and other expenditures which are subsequently expensed as incurred. (7) The receivable represents the withholding tax upon the vesting of non-vested shares or exercise of options that the employees agreed to repay the Group with the proceeds of shares sold subsequent to the option exercise through the Group’s broker. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Feb. 28, 2023 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of the following: As of As of February 28, February 28, 2022 2023 Building $ 65,922 $ 59,987 Leasehold improvement 115,760 50,126 Computer, network equipment and software 173,685 96,162 Vehicles 899 810 Office equipment and furniture 19,071 6,627 Construction in progress 151,437 210,179 Total cost of property and equipment 526,774 423,891 Less: accumulated depreciation (215,589) (125,562) Less: accumulated impairment loss (29,959) (9,452) $ 281,226 $ 288,877 For the years ended February 28, 2021,2022 and 2023, depreciation expenses were $136,960, $171,354 and $35,289, respectively. During the fiscal year ended February 28, 2022 and 2023, $255,959 and $688 impairment loss was recorded mainly related to leasehold improvements of certain learning centers and offices. Accumulated impairment amounting to $226,000 and $21,195 was written off along with underlying property and equipment and leasehold improvement which were disposed or fully impaired in fiscal year 2022 and 2023, resulting from the cessation of K-9 Academic AST Services in the mainland of China. In December 2019, the Group entered into contracts for the development of office space on parcels in Beijing and Jiangsu. The direct costs related to the construction were capitalized as construction in progress for the years ended February 28, 2022 and 2023. |
LAND USE RIGHTS, NET
LAND USE RIGHTS, NET | 12 Months Ended |
Feb. 28, 2023 | |
LAND USE RIGHTS, NET | |
LAND USE RIGHTS, NET | 7. LAND USE RIGHTS, NET Land use rights, net, consisted of the following: As of As of February 28, February 28, 2022 2023 Land use rights $ 207,657 $ 207,657 Less: accumulated amortization (11,749) (15,985) Add: foreign exchange difference 21,800 2,206 Land use rights, net $ 217,708 $ 193,878 The Group acquired two land use rights. The first one was at total cost of approximately RMB92 million for approximately 83,025 square meters of land in Zhenjiang, Jiangsu on March 19, 2019, for the development of office space. The second one was acquired at RMB1,360 million for approximately 28,600 square meters of land in Beijing on July 8, 2019, for the development of office space. According to land use right policy in the PRC, the Group has a 50-year use right over the land in Zhenjiang and in Beijing, which is used as the basis for amortization. Amortization expense for land use rights for the year ended February 28, 2022 and 2023, were $4,600 and $4,256, respectively. The Group expects to recognize $4,231 in amortization expense for |
LONG-TERM INVESTMENTS
LONG-TERM INVESTMENTS | 12 Months Ended |
Feb. 28, 2023 | |
LONG-TERM INVESTMENTS | |
LONG-TERM INVESTMENTS | 8. LONG-TERM INVESTMENTS Long-term investments consisted of the following: As of As of February 28, February 28, 2022 2023 Equity securities with readily determinable fair values BabyTree Inc. (“BabyTree”) (1) 14,606 5,890 Other investments 2,117 — Equity securities without readily determinable fair values Xiamen Meiyou Information and Technology Co., Ltd. (“Xiamen Meiyou”) (2) 52,158 47,463 Other investments (3) 52,126 40,234 Equity method investments Long-term investment in third-party technology companies (4) 79,700 65,623 Fair value option investment Long-term investment in a third-party technology company 316 288 Other investments (5) 17,419 92,500 Available-for-sale investments Ximalaya Inc. (“Ximalaya“) (6) 59,326 41,657 Other investments (7) 74,708 64,730 Held-to-maturity investments (8) 62,011 94,990 Total $ 414,487 $ 453,375 (1) In January 2014, the Group acquired minority equity interests in BabyTree by purchasing its Series E convertible redeemable preferred shares with a total cash consideration of $23,475 . BabyTree is an online parenting community and an online retailer of maternity and kids products. On November 27, 2018, BabyTree was listed on the Hong Kong Stock Exchange and its preferred shares were converted to ordinary shares upon the completion of the listing. The investment was then reclassified from available-for-sale investment to equity security with readily determinable fair value upon the listing. In fiscal year 2021, 2022 and 2023, the stock price of BabyTree declined, and accordingly the Group recognized loss of $3,229, $8,887 and $8,624, respectively, due to the fair value change. (2) In December 2018, the Group acquired 15.32% equity interest in Xiamen Meiyou, an internet company focusing on providing services to female clients. In June 2019, the investment was reclassified from equity method to equity investment without readily determinable fair value as the Group lost the ability to exercise significant influence due to the restructured capital of Xiamen Meiyou. 8. LONG-TERM INVESTMENTS – continued (3) The Group holds equity interests in certain third-party private companies through investments in their common shares or in-substance common shares, the Group accounted for these equity investments using the measurement alternative when equity method is not applicable and there is no readily determinable fair value for the investments. The Group recorded $3,063 , $46,581 and $1,192 impairment loss on these investments during the fiscal years ended February 28, 2021, 2022 and 2023, respectively, due to unsatisfied financial performance of the investees with no obvious upturn or potential financial solutions in the foreseeable future. For equity securities without readily determinable fair value that qualify for the practical expedient to estimate fair value using net asset value per share, the Group estimates the fair value using net asset value per share and recorded fair value gain of $7,588 , $6,339 and loss of $8,762 to the consolidated statements of operations for the years ended February 28, 2021,2022 and 2023, respectively. (4) The Group holds minority equity interests in several third-party private companies through investments in their common shares or in-substance common shares. The majority of the long-term investments are companies which engage in online education services. The Group accounts for these investments under the equity method because the Group has the ability to exercise significant influence but does not have control over the investees. The Group recorded $11,471, $24,484 and nil impairment loss for its equity method investments during the fiscal years ended February 28, 2021,2022 and 2023, respectively. (5) The Group purchased wealth management products from financial institutions in China and classified them as fair value option investments. The Group measures these products with their fair value using directly or indirectly observable inputs in the market place. (6) In fiscal year 2017 and 2020, the Group completed two transactions with Ximalaya, a professional audio sharing platform, to acquire its Series C+ and E-2 convertible redeemable preferred shares. As of February 28, 2023, the Group held 1.62% equity interest of Ximalaya, and accounted for the investment as available-for-sale investments since the investee’s preferred shares held are determined to be debt securities due to the redemption condition of the shares. (7) The Group acquired minority equity interest in several third-party private companies, the majority of which are engaged in online platform or online education services. The Group holds minority equity interests of these companies through purchasing their convertible redeemable preferred shares. The Group accounted for these investments as available-for-sale investments since the investee’s preferred shares held are determined to be debt securities. The Group recorded $10,029 , $67,189 and $6,495 impairment loss during the years ended February 28, 2021, 2022 and 2023, respectively, due to unsatisfied financial performance of the investees with no obvious upturn or potential financial solutions in the foreseeable future. (8) The Group purchased wealth management products from financial institutions in China and classified them as held-to-maturity investments as the Group has the positive intent and ability to hold the investments to maturity. The original maturities of these financial products were one to two years and recorded at amortized cost. The Group estimated that their fair value approximates their carrying amount. |
LONG-TERM PREPAYMENTS AND OTHER
LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS | 12 Months Ended |
Feb. 28, 2023 | |
LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS | |
LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS | 9. LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS Long-term prepayments and other non-current assets consisted of the following: As of As of February 28, February 28, 2022 2023 Loan to employees (1) 566 332 Other non-current assets (2) 4,852 5,202 $ 5,418 $ 5,534 (1) Please see Note 5(5) for details of loan to employees. (2) As of February 28, 2022 and 2023, other non-current assets were primarily made up of long-term service fees. The Group recognized $21,393 and $8,600 impairment loss of long-term prepayments and other non-current assets during the fiscal year ended February 28, 2022 and 2023, respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Feb. 28, 2023 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: As of As of February 28, February 28, 2022 2023 Accrued employee payroll and welfare benefits $ 322,779 $ 280,319 Refund liabilities 61,346 40,909 Accrued operating expenses 66,214 36,875 Income tax payable 49,257 46,917 Other taxes payable 9,635 11,541 Professional service fee payable 3,617 3,398 Others 45,870 26,752 Total $ 558,718 $ 446,711 |
LOAN FACILITIES
LOAN FACILITIES | 12 Months Ended |
Feb. 28, 2023 | |
LOAN FACILITIES | |
LOAN FACILITIES | 11. LOAN FACILITIES In December 2022, the Group signed a RMB400 million loan facilities agreement with a PRC bank. The facilities have a term of two years and an effective drawdown period of twelve months. As of May 2023, the Group has not made any draw down of the loan. |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Feb. 28, 2023 | |
FAIR VALUE | |
FAIR VALUE | 12. FAIR VALUE (a) In accordance with ASC 820-10, the Group measures financial products, available-for-sale investments, fair value option investment and equity securities with readily determinable fair value at fair value on a recurring basis. Equity securities classified within Level 1 are valued using quoted market prices currently available on the Hong Kong Stock Exchange. Variable-rate financial instruments and available-for-sale investments classified within Level 2 are valued using directly or indirectly observable inputs in the market place. The available-for-sale investments and fair value option investment classified within Level 3 are valued using the income approach or the binomial option model. The income approach and the binomial option model require the use of significant unobservable inputs (Level 3 inputs) which involve significant management judgment and estimation. Changes in any unobservable inputs may have a significant impact on fair values. In the valuation of Level 3 financial instruments as of February 28, 2023, the weighted average cost of capital adopted ranges from 19% to 24% with weighted average at 21%, the discount for lack of marketability adopted ranges from 10% to 30% with weighted average at 17%, and the expected volatilities adopted ranges from 44% to 69% with weighted average at 54%. As of February 28, 2022 and 2023, information about inputs for the fair value measurements of the Group’s assets that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows: Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Other Significant February 28, Active Market for Observable Unobservable Description 2022 Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Short-term investments Variable-rate financial instruments $ 150,000 — $ 150,000 — Available-for-sale investments $ 340,183 — $ 340,183 — Long-term investments Equity securities with readily determinable fair values $ 16,723 $ 14,606 $ 2,117 — Fair value option investment $ 17,735 — $ 17,419 $ 316 Available-for-sale investments $ 134,034 — — $ 134,034 Total $ 658,675 $ 14,606 $ 509,719 $ 134,350 12. FAIR VALUE - continued (a) Assets and liabilities measured at fair value on a recurring basis - continued Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Other Significant February 28, Active Market for Observable Unobservable Description 2023 Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Short-term investments Variable-rate financial instruments $ 793,275 — $ 793,275 — Available-for-sale investments $ 80,044 — $ 80,044 — Long-term investments Equity securities with readily determinable fair values $ 5,890 $ 5,890 $ — — Fair value option investment $ 92,788 — $ 92,500 $ 288 Available-for-sale investments $ 106,387 — — $ 106,387 Total $ 1,078,384 $ 5,890 $ 965,819 $ 106,675 The roll forward of Level 3 investments are as following: US$ Balance as of February 28, 2021 $ 369,449 Purchases 13,616 Disposal (2,219) Changes in fair value (41,698) Impairment loss (204,807) Foreign exchange difference 9 Balance as of February 28, 2022 $ 134,350 Purchases 6,845 Disposal (8,710) Transfer in due to reclassification 941 Changes in fair value (16,752) Impairment loss (6,495) Foreign exchange difference (3,504) Balance as of February 28, 2023 $ 106,675 (b) The Group’s goodwill and intangible assets are primarily acquired through business acquisitions. Purchase price allocation are measured at fair value on a nonrecurring basis as of the acquisition dates. The Group measures its goodwill and intangible assets at fair value on a nonrecurring basis annually or whenever events or changes in circumstances indicate that carrying amount of a reporting unit exceeds its fair value. Acquired intangible assets are measured using the income approach - discounted cash flow method when events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. 12. FAIR VALUE - continued (b) The Group measures long-term investments (excluding the equity securities with readily determinable fair values, available-for-sale investments and fair value option investment) at fair value on a nonrecurring basis only if an impairment or observable price adjustment is recognized in the current period. Please see Note 8(2), Note 8(3) and Note 8(4). For equity securities without readily determinable fair values, the fair value was determined using directly or indirectly observable inputs in the market place (Level 2 inputs). Whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable, the fair value of aforementioned long term investments was determined using models with significant unobservable inputs (Level 3 inputs), primarily the management projection of discounted future cash flow and the discount rate. |
LEASES
LEASES | 12 Months Ended |
Feb. 28, 2023 | |
LEASES | |
LEASES | 13. LEASES The Group has operating leases for learning centers, service centers and office spaces. Certain leases include renewal options and/or termination options, which are factored into the Group’s determination of lease payments when appropriate. Certain leases were terminated before the expiration of the lease term due to the cessation of K-9 Academic AST Services during the year 2022 and 2023, and the relevant right-of-use asset, at the carrying amount totally at $1,145,222 and $57,729, and the corresponding lease liability were derecognized upon the effectiveness of the early termination. Operating lease cost for the years ended February 28, 2021,2022 and 2023 were $431,976, $305,619 and $65,750, respectively, which excluded cost of short-term contracts. Short-term lease cost for the years ended February 28, 2021,2022 and 2023 were $1,319, $2,425 and $267, respectively. As of February 28, 2022 and 2023, the weighted average remaining lease term were 5.2 years and 5.0 years, respectively, and weighted average discount rate were 5.1% and 5.2% for the Group’s operating leases, respectively. Supplemental cash flow information of the leases were as follows: For the year ended, For the year ended, February 28, February 28, 2022 2023 Cash payments for operating leases $ 335,659 $ 50,347 Right-of-use assets obtained in exchange for operating lease liabilities 474,965 57,607 13. LEASES-continued The following is a maturity analysis of the annual undiscounted cash flows for lease liabilities as of February 28, 2023: As of February 28, Fiscal year ending 2023 February 2024 $ 44,089 February 2025 40,479 February 2026 30,261 February 2027 22,251 February 2028 17,239 Thereafter 33,825 Total future lease payments $ 188,144 Less: Imputed interest (30,422) Present value of operating lease liabilities $ 157,722 As of February 28, 2023, the Group has lease contracts that has been entered into but not yet commenced amounted to $8,653, and these contracts will commence during fiscal year 2024. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Feb. 28, 2023 | |
INCOME TAXES | |
INCOME TAXES | 14. INCOME TAXES Cayman Islands The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation. Hong Kong TAL Hong Kong is established in Hong Kong and have been subject to a two-tiered income tax rate for taxable income earned in Hong Kong effectively since April 1, 2018. The first 2 million Hong Kong dollars of profits earned by a company are subject to be taxed at an income tax rate of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate of 16.5%, and each group of connected entities can nominate only one entity to benefit from the two-tiered tax rate. The provision for Hong Kong profits tax in the consolidated financial statements was immaterial for the years ended February 28, 2021, 2022 and 2023. PRC Effective from January 1, 2008, a new Enterprise Income Tax Law, or (“the New EIT Law”), combined the previous income tax laws for foreign invested and domestic invested enterprises in the PRC by the adoption of a unified tax rate of 25% for most enterprises with the following exceptions. TAL Beijing was qualified as a High and New Technology Enterprises (“HNTE”) and was accordingly entitled to a preferential tax rate of 15% from calendar years 2014 through 2022 and is expected to be subject to an EIT rate of 15% as long as it maintains its status as an HNTE. TAL Beijing applied for Key Software Enterprise status for calendar year 2018 and 2019 and was approved which entitled TAL Beijing to enjoy the preferential tax rate of 10%. Accordingly, TAL Beijing applied 15% for calendar years 2020 through 2022 as an HNTE. TAL Beijing is in the process of renew its qualification of HNTE and is expected to be subject to an EIT rate of 15% for 2023 as long as it maintains its status as an HNTE. 14. INCOME TAXES - continued PRC - continued Yidu Huida was qualified as an HNTE and was accordingly entitled to a preferential tax rate of 15% from calendar years 2015 through 2022. Yidu Huida applied and qualified for Key Software Enterprise status for calendar year 2016, 2017, 2018 and 2019 which entitled Yidu Huida to enjoy the preferential tax rate of 10%. Accordingly, Yidu Huida applied 10% for calendar year 2016 to 2019 under the qualification of Key Software Enterprise and 15% for calendar years 2020 and 2021. For calendar year 2022, Yidu Huida is subject to EIT rate of 25%. Beijing Xintang Sichuang was qualified as an HNTE and entitled to a preferential tax rate of 15% from calendar years 2014 through 2022 and is expected to be subject to an EIT rate of 15% as long as it maintains its status as an HNTE. Beijing Xintang Sichuang later applied and was qualified for Key Software Enterprise status for calendar year 2018 and 2019 and entitled to enjoy the preferential tax rate of 10%. Accordingly, Beijing Xintang Sichuang applied 15% for calendar years 2020 through 2022 as an HNTE. Beijing Xintang Sichuang is in the process of renew its qualification of HNTE and is expected to be subject to an EIT rate of 15% for 2023 as long as it maintains its status as an HNTE. Beijing Yinghe Youshi Technology Co., Ltd. (“Yinghe Youshi”) was also qualified as an HNTE and was accordingly entitled to a preferential tax rate of 15% from calendar years 2016 through 2021. For calendar year 2022, Yinghe Youshi is subject to EIT rate of 25%. Yizhen Xuesi was qualified as “Newly Established Software Enterprise” in calendar year 2017 and therefore it was entitled to a two-year exemption from EIT and a further reduction of tax rate to 12.5% from calendar years 2019 through 2021. For calendar years 2022, Yizhen Xuesi was subject to EIT rate of 25%. Beijing Lebai Information Consulting Co., Ltd. (“Lebai Information”) was qualified as “Newly Established Software Enterprise” in calendar year 2018 and therefore it was entitled to a two-year exemption from EIT and a further reduction of tax rate to 12.5% from calendar years 2020 and 2021. For calendar year 2022, Lebai Information is subject to EIT rate of 25%. Provision (benefits) for income tax consisted of the following: For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Current - PRC income tax expenses $ 161,488 $ 93,224 $ 19,894 Deferred - PRC income tax expenses (231,385) 303,768 117 Total $ (69,897) $ 396,992 $ 20,011 14. INCOME TAXES – continued PRC - continued Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Group’s deferred tax assets and liabilities were as follows: As of As of February 28, February 28, 2022 2023 Deferred tax assets: Advertising expense and prepaid rental 252,996 194,423 Property and equipment 6,893 2,988 Impairment loss on long-term investments 46,000 41,412 Others 21,939 45,927 Tax losses carry-forward 249,134 323,066 Less: valuation allowance (570,215) (601,843) Deferred tax assets, net $ 6,747 $ 5,973 Deferred tax liabilities: Intangible assets 184 57 Property and equipment 924 — Others 572 1,506 Deferred tax liabilities $ 1,680 $ 1,563 As of February 28, 2023, the Group had operating loss carry-forward of $1,345,525 from entities in the PRC to offset the future tax profit for five years, and the period was extended to ten years for entities which were qualified as HNTE in calendar year 2018 and thereafter. The Company operates its business through its subsidiaries, the VIEs and VIEs’ subsidiaries and schools. The Group does not file combined or consolidated tax returns, therefore, losses from individual subsidiaries or the VIEs and their subsidiaries and schools may not be used to offset other subsidiaries’ or VIEs’ earnings within the Group. Valuation allowance is considered on each individual subsidiary and VIE basis. Valuation allowance of $570,215 and $601,843 was recorded as of February 28, 2022 and 2023, respectively, in respect of certain deferred tax assets as it is considered more likely than not that the relevant deferred tax assets will not be realized in the foreseeable future. Under U.S. GAAP, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting amounts over tax basis amounts, including those differences attributable to a more than 50% interest in a domestic subsidiary. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately use that means. The Company has not recorded any such deferred tax liability attributable to the undistributed earnings of its financial interest in VIEs because it believes such excess earnings can be distributed in a manner that would not be subject to income tax. 14. INCOME TAXES – continued PRC - continued The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group has concluded that there are no significant uncertain tax positions requiring recognition in financial statements for the years ended February 28, 2021, 2022 and 2023. The Group did not incur any significant interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months. The Group has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future years. According to the PRC Tax Administration and Collection Law, the tax authority may require the taxpayer or the withholding agent to make delinquent tax payment within three years if the underpayment of taxes is resulted from the tax authority’s act or error. No late payment surcharge will be assessed under such circumstances. The statute of limitation will be three years if the underpayment of taxes is due to the computational errors made by the taxpayer or the withholding agent. Late payment surcharge will be assessed in such case. The statute of limitation will be extended to five years under special circumstances which are not clearly defined (but an underpayment of tax liability exceeding RMB0.1 million is specifically listed as a “special circumstance”). The statute of limitation for transfer pricing related issue is ten years. There is no statute of limitation in the case of tax evasion. Therefore, the Group is subject to examination by the PRC tax authorities based on the above. Reconciliation between the provision for income taxes computed by applying the PRC EIT rates of 25% in fiscal year 2021, 2022 and 2023 to income before provision for income tax and the actual provision for income tax was as follows: For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Loss before provision for income tax $ (224,623) $ (778,130) $ (109,719) PRC statutory income tax rate 25 % 25 % 25 % Income tax at statutory income tax rate (56,156) (194,533) (27,430) Effect of non-deductible expenses and loss and super deduction expenses 2,466 108,961 (10,200) Effect of income tax exemptions and preferential tax rates (98,368) (68,090) (47,062) Effect of income tax rate difference in other jurisdictions 60,806 97,306 75,598 Change in valuation allowance 21,355 453,348 29,105 Income tax (benefit) / expense $ (69,897) $ 396,992 $ 20,011 14. INCOME TAXES – continued PRC - continued If Yidu Huida, TAL Beijing, Beijing Xintang Sichuang, Yinghe Youshi, Lebai Information and Yizhen Xuesi did not enjoy income tax exemptions and preferential tax rates for the years ended February 28, 2021, 2022 and if Yidu Huida, TAL Beijing, Beijing Xintang Sichuang and Yizhen Xuesi did not enjoy income tax exemptions and preferential tax rates for the years ended February 28, 2023, the increase in income tax expenses and the net loss per share amounts would be as follows: For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Increase in income tax expenses $ 98,368 $ 68,090 $ 47,062 Net loss per common share-basic $ (1.05) $ (5.61) $ (0.86) Net loss per common share-diluted $ (1.05) $ (5.61) $ (0.86) New EIT Law includes a provision specifying that legal entities organized outside of the PRC will be considered residents for Chinese Income tax purposes if the place of effective management or control is within the PRC. The implementation rules to the New EIT Law provide that non-resident legal entities will be considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc., occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Group does not believe that the legal entities organized outside of the PRC within the Group should be treated as residents for PRC EIT law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC should be deemed a resident enterprise, the Company and its subsidiaries registered outside the PRC will be subject to the PRC income tax at a rate of 25% with the statute which is subject to the determination by PRC tax authorities. If the Company were to be non-resident for PRC tax purpose, dividends paid to it out of profits earned after January 1, 2008 would be subject to a withholding tax. In the case of dividends paid by PRC subsidiaries, the withholding tax would be 10%. The Chinese tax authorities clarified that distributions made out of earnings prior to but distributed after January 1, 2008 will not be subject to withholding tax. The aggregate undistributed earnings of the Company’s subsidiaries, VIEs and VIEs’ subsidiaries and schools located in the PRC that are available for distribution are $3,112,055 and $2,776,339 as of February 28, 2022 and 2023, respectively. Upon distribution of such earnings, the Company will be subject to PRC taxes, the amount of which is impractical to estimate. The Company did not record any withholding tax on any of the aforementioned undistributed earnings because it intends to permanently reinvest all earnings in China and the aforementioned subsidiaries do not intend to declare dividends to the Company. |
COMMON SHARES
COMMON SHARES | 12 Months Ended |
Feb. 28, 2023 | |
COMMON SHARES | |
COMMON SHARES | 15. COMMON SHARES The Company has two classes of common shares, namely, Class A and Class B common shares, following the issuance of Class A common shares upon the IPO in October 2010. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. In respect of matters requiring shareholders’ vote, each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. Each Class B common share is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common shares under any circumstances. During the years ended February 28, 2021, 2022 and 2023, 2,000, 17,785,600 and nil Class B common shares were converted into 2,000, 17,785,600 and nil Class A common shares, respectively. During the years ended February 28, 2021, 2022 and 2023, 2,240,585, 2,455,216 and 2,310,009 Class A common shares were issued in connection with vested shares, representing 6,721,755, 7,365,648 and 6,930,027 ADSs, respectively. During the years ended February 28, 2021, 2022 and 2023, 359,178, 56,296 and 26,092 Class A common shares were issued upon exercise of share options, representing 1,077,534, 168,888 and 78,276 ADSs, respectively. On April 28, 2020, the Company authorized the repurchase of up to $500 million of Class A common shares over the following 12 months. During the year ended February 28, 2021, the Company repurchased 61,667 Class A common shares at an aggregate consideration of $9,852. Such common shares were cancelled upon the completion of the transaction. On April 19, 2021, the Company authorized the repurchase of up to $1.0 billion of Class A common shares over the following 12 months. During the year ended February 28, 2022, the Company repurchased 1,506,667 Class A common shares at an aggregate consideration of $196,277. Such common shares were cancelled upon the completion of the transaction. On April 28, 2022, the Company’s board of directors authorized to extend its share repurchase program launched in April 2021 by 12 months. Pursuant to the extended share repurchase program, the Company may repurchase up to $803.7 million of its common shares through April 30, 2023 in accordance with applicable rules and regulations. During the year ended February 28, 2023, the Company repurchased 5,959,339 Class A common shares at an aggregate consideration of $66,368. On November 12, 2020, the Company entered into a subscription agreement with a global growth investment firm, pursuant to which the Company issued 7,575,756 Class A common shares to the investment firm in a private placement for aggregate proceeds of $1,500,000 which was received on November 20, 2020.On December 28, 2020, the Company entered into a subscription agreement with a group of investors, pursuant to which the Company issued 4,984,051 Class A common shares to the investors in a private placement for aggregate proceeds of $1,000,000 which were received on January 22, 2021. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Feb. 28, 2023 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 16. NET LOSS PER SHARE For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Numerator: Net loss attributable to TAL Education Group’s shareholders $ (115,990) $ (1,136,115) $ (135,612) Numerator used for calculation of diluted net loss per share $ (115,990) $ (1,136,115) $ (135,612) Denominator: Weighted average shares outstanding Basic 203,603,391 214,825,470 212,575,277 Denominator for diluted net loss per share (i) 203,603,391 214,825,470 212,575,277 Net loss per common share attributable to TAL Education Group’s shareholders-basic (ii) $ (0.57) $ (5.29) $ (0.64) Net loss per common share attributable to TAL Education Group’s shareholders-diluted $ (0.57) $ (5.29) $ (0.64) (i) For the years ended February 28, 2021, 2022 and 2023, 9,479,522 , 9,060,041 and 8,805,748 potential shares outstanding due to non-vested shares and share options were excluded from the calculation due to their anti-dilutive effect resulted from net loss reported in fiscal year 2021, 2022 and 2023, respectively. (ii) The Company’s common shares are divided into Class A and Class B common shares. Holders of Class A and Class B common shares have the same dividend rights. Therefore, the Company does not present net loss per share for each separate class. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Feb. 28, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 17. RELATED PARTY TRANSACTIONS The Group had the following balances and transactions with related parties: Balances: As of As of February 28, February 28, 2022 2023 Amounts due from related parties-current (i) $ 919 $ 423 Amounts due from related parties-non-current (i) $ 77 $ — Amounts due to related parties-current (ii) $ 205 $ 100 Transactions: For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Services fees $ 3,745 $ 2,948 $ 299 Other revenue $ 1,680 $ 1,295 $ 339 Purchase of equipment $ 804 $ 581 $ — (i) The amounts due from related parties represent loans and prepayments to certain investees for service fees. In fiscal year 2021, 2022 and 2023, the Group recorded $16,087, $2,135 and $293 impairment loss on the amounts due from related parties. (ii) The amounts due to related parties primarily related to service fees payable to related parties . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Feb. 28, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 18. COMMITMENTS AND CONTINGENCIES Capital commitment Capital commitment for construction of property and purchase of property, plant and equipment were $193,659 as of February 28, 2023, a substantial majority of which were for the construction projects in Beijing and Jiangsu. The amount within one year for the capital commitment was $133,483 and $60,176 thereafter. Lease property management fee commitment Future minimum payments under non-cancelable agreements for property management fees as of February 28, 2023 were as follows: Fiscal year ending February 2024 $ 5,177 February 2025 4,241 February 2026 2,654 February 2027 2,261 February 2028 1,855 Thereafter 4,239 Total $ 20,427 Investment commitment The Group was obligated to pay $1,083 for several long-term investments under various arrangements as of February 28, 2023 with payment due within one year. Contingencies As of February 28, 2023, the Group remains in the process of preparing filings and applying for permits of certain learning centers. The Group cannot reasonably estimate the contingent liability of without the filling of the permit; no liabilities is recorded as of February 28, 2023. During June and July 2018, two putative shareholder class action lawsuits were filed against the Company and certain officers of the Company in the U.S. District Court for the Southern District of New York (“the Court”). These class actions seek to recover damages caused by the Company’s alleged violations of the federal securities laws and pursue remedies under the Securities Exchange Act of 1934 and Rule 10b-5. In September 2018, the Court consolidated the two lawsuits as one case. In November 2021, the Courted granted final approval of the class action settlement reached by the Company and the plaintiffs, and the settlement is fully covered by the insurance policy. 18. COMMITMENTS AND CONTINGENCIES - continued Contingencies - continued On February 4, 2022, a complaint of purported securities class action, or the Initial Complaint, was filed against the Company and certain of its current and former executives in the U.S. District Court for the Southern District of New York (the “2022 Class Action”). The complaint alleges that the Company made misrepresentations and misleading disclosures between April 26, 2018 and July 22, 2021 about Chinese laws governing the tutoring industry and the Company’s compliance with them. On April 7, 2022, the Court endorsed an application the Company filed to stay its obligation to respond to the Initial Complaint until after the Court appoints a lead plaintiff. On October 12, 2022, the Court appointed two co-lead plaintiffs. On October 19, 2022, the co-lead plaintiffs filed an amended complaint. On February 10, 2023, the company filed a motion to dismiss the amended complaint. On March 27, 2023, the lead plaintiff filed an opposition to the company’s motion to dismiss. On April 26, 2023, the Company filed a reply to the lead plaintiff’s opposition. The Court has not yet ruled on the motion to dismiss. Separately, on March 29, 2023, a complaint of putative securities class action was filed against the Company and an executive in the U.S. District Court for the District of New Jersey (the “2023 Class Action”). The complaint alleges that the Company made misrepresentations and misleading disclosures between June 14, 2022 and March 14, 2023 about its compliance with Chinese laws and regulations. The Company has not yet been served with the complaint and no lead plaintiff has been appointed by the court for this action. As the lawsuits related to the 2022 Class Action and 2023 Class Action are in its preliminary status, the amount of potential loss, if any, associated with the resolution of such lawsuit, cannot be reasonably estimated at this time. As a result, the Company did not record any liabilities pertaining to the class action lawsuit. The SEC’s Division of Enforcement has requested the Company to provide documents and information relating to certain transactions discussed in a series of reports issued by Muddy Waters Capital LLC in 2018, issues related to the “Light Class” business the Company announced in April 2020, as well as the subsequent internal reviews and other related information. Based on the current progress and information available, the Company does not believe it has sound basis to predict the outcome of the class action lawsuits and the SEC’s inquiries as well as the contingent losses it may incur. Therefore, no accrual for contingency loss was recognized in the consolidated statements of operations. From time to time, the Group may be subject to other legal proceedings and claims incidental to the conduct of its business. The Group accrues the liability when the loss is probable and reasonably estimable. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Feb. 28, 2023 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 19. SEGMENT INFORMATION The Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The CODM currently regularly reviews the consolidated financial results of the Group. Therefore, the Group has one single |
MAINLAND CHINA CONTRIBUTION PLA
MAINLAND CHINA CONTRIBUTION PLAN | 12 Months Ended |
Feb. 28, 2023 | |
MAINLAND CHINA CONTRIBUTION PLAN | |
MAINLAND CHINA CONTRIBUTION PLAN | 20. MAINLAND CHINA CONTRIBUTION PLAN Full time employees of the Group in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. The PRC labor regulations require the Group to accrue for these benefits based on certain percentages of the employees’ salaries. Total provisions for such employee benefits were $289,416, $323,292 and $99,349 for the years ended February 28, 2021, 2022 and 2023, respectively. |
STATUTORY RESERVES AND RESTRICT
STATUTORY RESERVES AND RESTRICTED NET ASSETS | 12 Months Ended |
Feb. 28, 2023 | |
STATUTORY RESERVES AND RESTRICTED NET ASSETS | |
STATUTORY RESERVES AND RESTRICTED NET ASSETS | 21. STATUTORY RESERVES AND RESTRICTED NET ASSETS As stipulated by the relevant PRC laws and regulations, PRC entities are required to make appropriations from net income as determined in accordance with the PRC GAAP to non-distributable statutory reserve, which includes a statutory surplus reserve and a statutory welfare reserve (the “reserve fund”), and a development fund. The PRC laws and regulations require that annual appropriations of 10% of after-tax income should be set aside prior to payments of dividends as statutory surplus reserve until the balance reaches 50% of the PRC entity registered capital. In the private school sector, the PRC laws and regulations require that certain amount should be set aside as development fund prior to payments of dividends. In the case of for-profit private school, this amount should be no less than 10% of the audited annual net income of the school, while in the case of a non-profit private school, this amount should be no less than 10% of audited annual increase in the non-restricted net assets of the school, if any. The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital of the entities. For the years ended February 28, 2022 and 2023, the Group made apportions of $40,489 and reversed $802 to the statutory surplus reserve, respectively, and reversed $7,412 and made $6,793 to the development fund, respectively. As a result of these PRC laws and regulations and the requirement that distribution by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserve of the Company’s PRC subsidiaries, the VIEs and VIEs’ subsidiaries and schools. As of February 28, 2022 and 2023, paid-in capital balance of such entities was $789,132 and $694,817, respectively, and statutory reserve balance was $154,362 and $160,353, respectively. The total of restricted net assets as of February 28, 2022 and 2023 was therefore $943,494 and $855,170, respectively. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Feb. 28, 2023 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 22. SHARE-BASED COMPENSATION In June 2010, the Company adopted the 2010 Share Incentive Plan. The plan permits the grant of options to purchase the Class A common shares, share appreciation rights, restricted shares, restricted share units, dividend equivalent rights and other instruments as deemed appropriate by the administrator under the plans. In August 2013, the Company amended and restated the 2010 Share Incentive Plan (the “Amendment”). Pursuant to the Amendment, the maximum aggregate number of Class A common shares that may be issued pursuant to all awards under the share incentive plan is equal to five percent (5%) of the total issued and outstanding shares as of the date of the Amendment. However, the shares reserved may be increased automatically if and whenever the unissued share reserve accounts for less than one percent (1%) of the total then issued and outstanding shares, so that after the increase, the shares unissued and reserved under this plan immediately after each such increase shall equal five percent (5%) of the then issued and outstanding shares. In June 2020, the Company adopted the 2020 Share Incentive Plan. The 2020 Plan permits the grant of options to purchase Class A common shares, restricted shares, restricted share units and other instruments as deemed appropriate by the administrator under the plan. Pursuant to the 2020 Plan, the maximum aggregate number of shares that may be issued pursuant to all awards (including incentive share options) (the “Award Pool”) is initially five percent (5)% of the total issued and outstanding shares as of the effective date of the 2020 Plan, provided that (A) the Award Pool shall be increased automatically if and whenever the number of shares that may be issued pursuant to ungranted awards under the 2020 Plan (the “Ungranted Portion”) accounts for less than one percent (1)% of the then total issued and outstanding shares of the Company, so that for each automatic increase, the Ungranted Portion immediately after such increase shall equal five percent (5)% of the then total issued and outstanding shares of the Company, and (B) the size of the Award Pool shall be equitably adjusted in the event of any share dividend, subdivision, reclassification, recapitalization, split, reverse split, combination, consolidation or similar transactions. The Company’s 2010 Share Incentive Plan has ceased to be used for grants of future awards upon the effectiveness of the 2020 Plan. 22. SHARE-BASED COMPENSATION – continued Non-vested shares – service condition During the year ended February 28, 2021, the Company granted 1,737,898 service-based non-vested shares to employees and directors which generally vest annual in equal batches over a period of 1 to 6 years. During the year ended February 28, 2022, the Company granted 5,685,826 service-based non-vested shares to employees and directors which generally vest annual in equal batches over a period of 0 to 8 years. During the year ended February 28, 2023, the Company granted 2,891,157 service-based non-vested shares to employees and directors which generally vest annual in equal batches over a period of 0 to 10 years. The activities of non-vested shares granted with service condition were summarized as follows: Service Condition Number of Weighted non-vested average grant date shares fair value Outstanding as of February 28, 2022 8,234,467 50.55 Granted 2,891,157 11.16 Forfeited 1,343,851 43.59 Vested 2,179,432 52.33 Outstanding as of February 28, 2023 7,602,341 36.29 The Company recorded compensation expense of $146,410, $125,596 and $93,466 for the years ended February 28, 2021, 2022 and 2023 related to service-based non-vested shares, respectively. As of February 28, 2023, the unrecognized compensation expense related to the service-based non-vested share awards amounted to $192,498, which is expected to be recognized over a weighted-average period of 3.4 years. The total fair value of service-based non-vested shares that vested during the years ended February 28, 2021, 2022 and 2023 was $111,331, $145,265 and $114,050, respectively. Non-vested shares – performance condition During the year ended February 28, 2023, the Company granted 7,079 performance-based non-vested shares to employees which generally vest annual in equal batches over a period of 0 to 4 years. The vesting of awards is subject to the satisfaction of both a service and performance condition based on individual performance evaluations. 22. SHARE-BASED COMPENSATION – continued Non-vested shares – performance condition - continued The activities of non-vested shares granted with performance condition were summarized as follows: Performance Condition Number of Weighted non-vested average grant date shares fair value Outstanding as of February 28, 2022 359,149 164.42 Granted 7,079 195.51 Forfeited 52,238 179.43 Vested 130,577 154.37 Outstanding as of February 28, 2023 183,413 168.50 The Company recorded compensation expense related to performance-based non-vested shares of $54,556, $45,147 and $11,608 for the years ended February 28, 2021,2022 and 2023, respectively. As of February 28, 2023, the unrecognized compensation expense related to the performance-based non-vested share awards amounted to $26,329, which is expected to be recognized over a weighted-average period of 2.8 years. The total fair value of performance-based non-vested share that vested was nil, $65,961 and $20,157 for the years 2021, 2022 and 2023, respectively. Share options Share options granted to employees and directors expire ranging from 8 to 12 years from the date of grant. During the year ended February 28, 2021, the Company granted 82,003 share options to employees at exercise prices ranging from $208.41 to $239.01. These share options vest annually in equal batches over a period from 4 to 6 years. During the year ended February 28, 2022, the Company granted 115,690 share options to employees at exercise prices ranging from $40.00 to $175.14. These share options vest annually in equal batches over a period from 3 to 6 years. During the year ended February 28, 2023, the Company granted 579,661 share options to employees at exercise prices ranging from $0.03 to $18.32. These share options vest annually in equal batches over a period from 3 to 5 years. 22. SHARE-BASED COMPENSATION – continued Share options - continued The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants during the applicable periods: For the year ended For the year ended For the year ended February 28, 2021 February 28, 2022 February 28, 2023 Risk-free interest rate (1) 0.31%‑0.51 % 0.96%-1.06 % 2.80%-2.88 % Expected life (years) (2) 6.25‑7.43 6.00-6.50 6.13-6.57 Expected dividend yield (3) 0 % 0 % 0 % Volatility (4) 35.8%‑35.9 % 37.4%-58.3 % 64.8%-68.4 % Fair value of options at grant date per share $65.55 to $90.06 $4.02 to $74.82 $7.98 to $8.83 (1) Risk-free interest rate Risk-free interest rate for periods within the contractual life of the option is based upon the U.S. treasury yield curve in effect at the time of grant. (2) Expected life (years) Assumption of the expected term were based on the vesting and contractual terms and employee demographics. (3) Expected dividend yield The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options. (4) Volatility The volatility assumption was estimated based on historical volatility of the Company’s share price applying the guidance provided by ASC 718. 22. SHARE-BASED COMPENSATION – continued Share options - continued The activities of share options for the year ended February 28, 2023 were as follows: Weighted Weighted Aggregate average average remaining intrinsic Number exercise price contractual value Share options of shares (US$) life (Years) (US$) Outstanding as of February 28, 2022 466,425 20.00 6.54 1,049 Granted 579,661 1.54 — — Exercised 26,092 6.41 — — Outstanding as of February 28, 2023 1,019,994 9.88 7.67 14,898 Vested and expected to vest as of February 28, 2023 1,019,994 9.88 7.67 14,898 Exercisable as of February 28, 2023 390,008 17.67 5.73 3,859 The Company recorded compensation expense of $3,979, $4,089 and $3,497 for the years ended February 28, 2021,2022 and 2023 related to share options, respectively. Total intrinsic value of options exercised for the years ended February 28, 2021,2022 and 2023 was $74,154, $6,034 and $242, respectively. The total fair value of options vested during the years ended February 28, 2021,2022 and 2023 was $4,315, $4,029 and $2,490 respectively. As of February 28, 2023, there was $7,997 unrecognized share-based compensation expense related to share options, which is expected to be recognized over a weighted-average vesting period of 3.5 years. The total compensation expense is recognized on a straight-line basis over the respective vesting periods. The Group recorded the related compensation expense of $204,945, $174,832 and $108,571 for the years ended February 28, 2021, 2022 and 2023, respectively. 22. SHARE-BASED COMPENSATION – continued Table below shows the summary of share-based compensation expense: For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Cost of revenues $ 1,803 $ 1,134 $ 11,319 Selling and marketing expenses 56,609 53,850 30,662 General and administrative expenses 146,533 119,848 66,590 Total $ 204,945 $ 174,832 $ 108,571 Stock Option Exercise Price Adjustment In September 2021, the Company’s board of directors approved the adjustment of exercise prices for certain options vesting on and after July 26, 2021 on a one-for-one basis to $3.00 per share which represented the per share fair value of the Company’s common stock as of the date of the adjustment. There was no modification to the vesting schedule or other terms of the previously issued options. As a result, 194,059 unvested options originally granted to purchase Class A common share at prices ranging from $14.49 to $239.01 per share were modified under this program. The Company treated the adjustment of exercise price as a modification of the original awards and calculated incremental compensation costs for the difference between the fair value of the awards immediately before and after modification, which resulted in incremental stock-based compensation expense of $2,084. Expense related to vested shares was expensed on the repricing date and expense related to unvested shares is being amortized over the remaining vesting period of such stock options. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Feb. 28, 2023 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | 23. SUBSEQUENT EVENT In April 2023, the Company’s board of directors authorized to extend its share repurchase program launched in April 2021 by 12 months. Pursuant to the extended share repurchase program, the Company may repurchase up to approximately $737.4 million of its common shares through April 30, 2024. After the announcement of the extension of the share repurchase program, the Company has repurchased 8,645,334 common shares at an aggregate consideration of approximately $ 151.3 million up to date of this report. In April and May 2023, the Company entered into two definitive agreements to invest in certain private companies with a total consideration of approximately $ 25.8 million, among which $22.9 million was paid in May 2023. The Company is in the process of determining the accounting treatment of those investments. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 28, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain reclassifications have been made to the consolidated balance sheets and consolidated statements of operations for the year ended February 28, 2022 and the year ended February 28, 2021 to conform to the presentation for the year ended February 28, 2023. The reclassifications had no impact on the Group’s loss from operation, net loss, shareholders’ equity or cash flows as previously reported. |
Basis of consolidation | Basis of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, which are accounted for under the voting interest model, and the VIEs, VIEs’ subsidiaries and schools consolidated under the variable interest entity consolidation model. All inter-company transactions and balances have been eliminated upon consolidation. |
Consolidation of Variable Interest Entities | Consolidation of Variable Interest Entities The Company has executed a series of contractual agreements with the VIEs, the VIEs’ subsidiaries and schools and the VIEs’ nominee shareholders through its wholly owned foreign enterprises. For a description of these contractual arrangements, see “Note 1 Organization and Principal Activities—The VIE Arrangements”. These contractual agreements do not provide TAL Beijing with an equity interest in legal form in the VIEs. As the Company holds no legal form of equity ownership in the VIEs, the Company applied the variable interest entity consolidation model as set forth in Accounting Standards Codification 810, Consolidation (“ASC 810”) instead of the voting interest model of consolidation. By design, the contractual agreements provide TAL Beijing with the right to receive benefits equal to substantially all of the net income of these entities, and thus under ASC 810, these agreements are considered variable interests. Subsequent to identifying any variable interests, any party holding such variable interests must determine if the entity in which the interest is held is a variable interest entity and subsequently which reporting entity is the primary beneficiary of, and should therefore consolidate the variable interest entity. The contractual arrangements, by design, enable TAL Beijing to have (a) the power to direct the activities that most significantly impact the economic performance of the VIEs and (b) the right to receive substantially all the benefits of the VIEs. As a result, the VIEs are considered to be variable interest entities under ASC 810 and TAL Beijing is considered to be the primary beneficiary of the VIEs and consolidates the VIEs’ financial position and results of operations. Determining whether TAL Beijing is the primary beneficiary requires a careful evaluation of the facts and circumstances, including whether the contractual agreements are substantive under the applicable legal and financial reporting frameworks, i.e. PRC law and U.S. GAAP. The Company continually reviews its corporate governance arrangements to ensure that the contractual agreements are indeed substantive. The Company has determined that the contractual agreements are in fact valid and legally enforceable. Such arrangements were entered into in order to comply with the underlying legal and/or regulatory restrictions that govern the ownership of a direct equity interest in the VIEs. In the opinion of the Company’s PRC counsel, Tian Yuan Law Firm, the contracts are legally enforceable under PRC law. See “Note 1 Organization and Principal Activities—The VIE Arrangements”. On June 24, 2013 and July 29, 2013, the Company and Mr. Bangxin Zhang executed a deed of undertaking dated June 24, 2013 and a side letter dated July 29, 2013, respectively (collectively, the “Deed”). Pursuant to the terms of the Deed, as long as Mr. Bangxin Zhang owns a majority voting interest, whether legally or beneficially, and directly or indirectly, in the Company, (1) Mr. Bangxin Zhang cannot request or call a meeting of shareholders or propose a shareholders resolution to appoint or remove a director, (2) if shareholders are asked to appoint or remove a director, the maximum number of votes which Mr. Bangxin Zhang will be permitted to exercise in connection with such shareholder approval is equal to the total aggregate number of votes of the then total issued and outstanding shares of the Company held by all members of the Company, other than shares which are owned, whether legally or beneficially, and directly or indirectly by Mr. Bangxin Zhang, less one vote and (3) if shareholders or board of directors are asked to consider or approve any matter related to the Deed, Mr. Bangxin Zhang cannot exercise his voting power. Upon execution of the Deed, despite his ownership of and as long as he holds a majority voting interest, whether legally or beneficially, and directly or indirectly, in the Company, Mr. Bangxin Zhang will (1) not be permitted to requisition or call a meeting of shareholders or propose a shareholders resolution to appoint or remove a director, (2) in relation to any shareholder approvals to appoint or remove a director, only be permitted to exercise up to the number of votes equal to the total aggregate number of votes of the then total issued and outstanding shares of the Company held by all members of the Company, other than shares which are owned, whether legally or beneficially, and directly or indirectly by Mr. Bangxin Zhang, less one vote and (3) in relation to shareholders’ or board of directors’ consideration or approval of any matter related to the Deed, Mr. Bangxin Zhang cannot exercise his voting power. The terms of the Deed prevent Mr. Bangxin Zhang from controlling the rights of the Company as it relates to the contractual agreements, and accordingly, the Company retains a controlling financial interest in the VIEs and would consolidate them as the VIEs’ primary beneficiary. Please see Note 1 for the presentation of condensed financial information of the VIEs and VIEs’ subsidiaries and schools, after elimination of intercompany balances and transactions. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, costs, and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Significant accounting estimates reflected in the Group’s consolidated financial statements include, valuation allowance for deferred tax assets, the impairment of long-lived assets and long term investments, fair value assessment of long-term investments, discount rate for leases and consolidation of variable interest entities. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments, which are unrestricted as to withdrawal or use, or have original maturities of three months or less when purchased. |
Restricted cash | Restricted cash Cash that is restricted as to withdrawal or for use or pledged as security is separately reported. The Group’s restricted cash mainly represents security deposits held in designated bank accounts for future transactions, deposits required by PRC government authorities related to educational programs and services and establishment of new schools and subsidiaries. |
Short-term investments | Short-term investments Short-term investments include wealth management products, which are mainly deposits with variable interest rates placed with financial institutions and are restricted as to withdrawal and use. Investments are classified as held-to-maturity when the Group has the positive intent and ability to hold the securities to maturity, and are recorded at amortized cost. The original maturities of the short-term investments are greater than three months, but less than twelve months. The Group reviews its investments in held-to-maturity investments for impairment periodically, recognizing an allowance, if any, by applying an estimated loss rate. The Group considers available evidence in evaluating the potential impairment of its investments in held-to-maturity investments. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net carrying value at the amount expected to be collected on the held-to-maturity investments. The allowance for credit losses was nil for the three years ended February 28, 2023. Investment products not classified as trading or as held-to-maturity are classified as available-for-sale debt securities, which are reported at fair value, with unrealized gains and losses recorded in “Accumulated other comprehensive income” on the consolidated balance sheets. Realized gains or losses are included in earnings during the period in which the gain or loss is realized. |
Derivative Instruments | Derivative Instruments Derivative instruments are carried at fair value in accordance with Accounting Standards Codification 815. The fair values of the derivative financial instruments generally represent the estimated amounts expect to receive or pay upon termination of the contracts as of the reporting date. The Group’s derivative instruments primarily consisted of foreign currency option contracts which aims to manage foreign currency exposure to certain extent. As the derivative instruments do not qualify for hedge accounting treatment, changes in the fair value are reflected in other income/ (expense) of the consolidated statements of operations. The Group held certain security deposits in designated bank accounts as stipulated in the contracts, and classified them as restricted cash in the consolidated balance sheets. |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives: Building 35-64 years Computer, network equipment and software 3 years Vehicles 4-5 years Office equipment and furniture 3-5 years Leasehold improvement Shorter of the lease term or estimated useful lives Construction in progress represents buildings and related premises under construction, which is stated at actual construction cost less any impairment loss. Construction in progress is transferred to building when completed and ready for its intended use. |
Business combinations | Business combinations Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed and any noncontrolling interests of the acquiree at the acquisition date, if any, are measured at their fair values as of the acquisition date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interests of the acquiree and fair value of previously held equity interest in the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired. Common forms of the consideration made in acquisitions include cash and common equity instruments. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability, it is subsequently carried at fair value with changes in fair value reflected in the consolidated statements of operations. In a business combination achieved in stages, the Group remeasures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition-date fair value and the remeasurement gain or loss, if any, is recognized in the consolidated statements of operations. Where in a business combination, the noncontrolling shareholder received a put option to sell its entire noncontrolling interest of the acquiree to the Group at the price stipulated by the contract when option is exercised, the noncontrolling interest has been recorded as a redeemable noncontrolling interest presented in the mezzanine equity section of the consolidated balance sheets. |
Land use rights, net | Land use rights, net All land in the PRC is owned by PRC government, which, according to the relevant PRC law, may grant the right to use the land for a specified period of time. Payment for acquiring land use rights are recorded at cost and amortized on a straight line basis over the term of the land certificates. |
Impairment of long-lived assets | Impairment of long-lived assets The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the fair value of the assets. |
Long-term investments | Long-term investments The Group’s long-term investments include equity securities without readily determinable fair values, equity securities with readily determinable fair values, equity method investments, available-for-sale investments, fair value option investment and held-to-maturity investments. Equity securities without readily determinable fair values The Group reviews its equity securities without readily determinable fair value for impairment at each reporting period. If a qualitative assessment indicates that the investment is impaired, the Group estimates the investment’s fair value in accordance with the principles of Accounting Standards Codification 820, Fair Value Measurement. If the fair value is less than the investment’s carrying value, the Group recognizes an impairment loss in the consolidated statements of operation equal to the difference between the carrying value and fair value. Equity securities with readily determinable fair values Equity securities with readily determinable fair value are measured at fair values, and any changes in fair value are recognized in the consolidated statements of operations. Equity method investments Investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate. For certain investments in limited partnerships, where the Group holds less than a 20% equity or voting interest, the Group may also have significant influence. Under the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share of each equity investee’s net income or loss after the date of investment into the consolidated statements of operations and accordingly adjusts the carrying amount of the investment. If financial statements of an investee cannot be made available within a reasonable period of time, the Group records its share of the net income or loss of an investee on a one quarter lag basis in accordance with Accounting Standards Codification 323, Investment—Equity Method and Joint Ventures. The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary. Available-for-sale investments For investments in investees’ shares which are determined to be debt securities, the Group accounts for them as available-for-sale investments when they are not classified as either trading or held-to-maturity investments. Available-for-sale investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income as a component of shareholders’ equity. Declines in the fair value of individual available-for-sale investments below their amortized cost due to credit-related factors are recognized as an allowance for credit losses, whereas if declines in the fair value is not due to credit-related factors, the loss is recorded in other comprehensive (loss) / income. Fair value option investments The Group elected the fair value option to account for certain investment whereby the change in fair value is recognized in the consolidated statements of operations. Held-to-maturity investments Long-term investments include wealth management products, which are mainly deposits with variable interest rates placed with financial institutions and are restricted as to withdrawal and use. The Group classifies the wealth management products as “held-to-maturity” securities. |
Fair value | Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Fair value of financial instruments is disclosed in Note 12. |
Revenue recognition | Revenue recognition The Group follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Group satisfies a performance obligation. For fiscal year 2021 and 2022, the Group generated substantially all of its revenues through learning services with individual students in the PRC, in which revenue is recognized over time. The Group ceased K-9 Academic AST Services in the mainland of China at the end of calendar year 2021 in compliance with regulatory policies promulgated in 2021. Historically, revenues from K-9 Academic AST Services accounted for a substantial majority of the total revenues in the fiscal year 2021 and 2022. The Group also generates revenues from sales of products, consisting primarily of books, which were insignificant for the years ended February 28, 2021,2022, and were included in small class learning services, personalized premium services and others during the years ended February 28, 2021 and 2022. The primary sources of the Group’s revenues for the years ended February 28, 2021,2022 included (a) small class learning services, personalized premium services and others; and (b) Online education services through www.xueersi.com. Starting with the first quarter of calendar year 2022, as a result of the regulatory policies promulgated in 2021 described above, the Group has realigned its business to focus toward providing learning services and learning content solutions. Revenues related to small class learning services, personalized premium services and online education services through www.xueersi.com have been grouped to “learning services and others”. Additionally, other revenues previously presented in “small class learning services, personalized premium services and others” are now disaggregated into “learning services and others”, and “learning content solutions”. The following table presents the net revenues disaggregated by revenue sources. Under the new revenue disaggregation as aforementioned, the presentation of revenue disaggregation for the years ended February 28, 2021 and 2022 have been retrospectively changed to reflect the disaggregation adopted for the years ended February 28, 2023. For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Disaggregation of net revenues $ 4,433,910 $ 4,275,262 $ 853,629 - Learning Content Solutions 61,845 115,645 166,143 Total $ 4,495,755 $ 4,390,907 $ 1,019,772 Revenue is recognized when control of promised goods or services is transferred to the Group’s customers in an amount of consideration to which the Group expects to be entitled to in exchange for those goods or services. The Group’s revenue is reported net of discounts, value added tax and surcharges. Learning Services and Others Learning services primarily consist of small classes, personalized premium services and online course offerings. Each contract of learning service is accounted for as a single performance obligation which is satisfied proportionately over the service period. Learning fee is generally collected in advance and is initially recorded as deferred revenue. Revenue of learning services is recognized proportionately as the learning sessions are delivered. The Group distributes coupons to attract both existing and prospective learners to enroll in its services. The coupon has fixed dollar amounts and can only be used against future services. The coupon is not considered a material right to the customer and is accounted for as a reduction of transaction price of the service contract. Small class learning services primarily consist of Xueersi Peiyou small class. Personalized premium services are referring to after-school one-on-one learning services. Each contract of small class learning service or personalized premium service is accounted for as a single performance obligation which is satisfied proportionately over the service period. Learning service fee is generally collected in advance and is initially recorded as deferred revenue. For small class learning services and personalized premium services, revenue is recognized proportionately as the learning sessions are delivered. Generally, for small class learning services, the Group offers refunds for any remaining classes to students who decide to withdraw from a course. The refund is equal to and limited to the amount related to the undelivered classes. For personalized premium services, a student can withdraw at any time and receive a refund equal to and limited to the amount related to the undelivered classes. Historically, the Group has not had material refunds. The Group also provides online education services, including live class and pre-recorded course content, to its students through www.xueersi.com. Students enroll for online courses through www.xueersi.com by the use of prepaid study cards or payment to the Group’s online accounts. Each contract of the online education service is accounted for as single performance obligation which is satisfied ratably over the service period. The proceeds collected are initially recorded as deferred revenue. For live class courses, revenues are recognized proportionately as the learning sessions are delivered. For pre-recorded course content, revenues are recognized on a straight line basis over the subscription period from the date in which the students activate the courses to the date in which the subscribed courses end. Refunds are provided to the students who decide to withdraw from the subscribed courses within the course offer period and a proportional refund is based on the percentage of untaken courses to the total courses purchased. Historically, the Group has not experienced material refunds. Other revenues primarily consist of Software-as-a-Service (“SaaS”) services. The SaaS services are mainly charged on either a subscription or consumption basis. Revenue related to SaaS services charged on a subscription basis is recognized over the contract period. Revenue related to SaaS services charged on a consumption basis is recognized based on the customer utilization of the resources. Learning Content Solutions Learning content solutions primarily consist of sales of various learning content products to end users directly or through distribution partners. Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Group expects to be entitled to in exchange for the goods or services. As a practical expedient, the Group elects to record the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. In addition, the Group determines the transaction price to be earned by estimating the refund liability based on historical refund ratio on a portfolio basis using the expected value method. Refund liabilities was recorded under accrued expenses and other current liabilities, for fee collected that expected to be refunded to the customers in the future if students withdraw from a course for the remaining classes. The contract liabilities of deferred revenue was $187,732 and $237,354 as of February 28, 2022 and 2023, respectively. The difference between the opening and closing balances of the Group’s contract liabilities primarily results from the timing difference between the Group’s satisfaction of performance obligation and the customer’s payment. |
Share-based compensation | Share-based compensation Share-based payment transactions with employees are measured based on the grant date fair value of the equity instrument and recognized as compensation expense on a straight-line basis over the requisite service period, with a corresponding impact reflected in additional paid-in capital. For share-based awards granted with performance condition, the compensation cost is recognized when it is probable that the performance condition will be achieved. The Group reassesses the probability of achieving the performance condition at the end of each reporting date and records a cumulative catch-up adjustment for any changes to its assessment. Forfeitures are recognized as they occur. Liability-classified awards are remeasured at their fair-value-based measurement as of each reporting date until settlement. Compensation expense related to modified stock options is measured based on the fair value for the awards as of the modification date. Any incremental compensation expense arising from the excess of the fair value of the awards on the modification date compared to the fair value of the awards immediately before the modification date is recognized at the modification date or ratably over the requisite service period, as appropriate. |
Value added tax ("VAT") | Value added tax (“VAT”) Pursuant to the PRC tax laws, in case of any product sales, the VAT rate is 3% of the gross sales for small scale VAT payer and 13% of the gross sales for general VAT payer. TAL Beijing and Xueersi Education are deemed as general VAT payer for the sales of guidance materials and the intercompany sales of self-developed software. For general VAT payer, VAT on sales is calculated at 13% on revenue from product sales and paid after deducting input VAT on purchases. The net VAT balance between input VAT and output VAT is reflected in the accounts under other taxes payable. The Group’s online education services and inter-company technical services are subject to VAT at the rate of 6% of revenue for general VAT payer. Beijing Xintang Sichuang, TAL Beijing, Xueersi Education and Yidu Huida Education Technology (Beijing) Co., Ltd. (“Yidu Huida”) are deemed as general VAT payers at the rate of 6%. Xinxin Xiangrong and Pengxin TAL were deemed general VAT payers at the rate of 6 % In accordance with The Ministry of Finance and State Administration of Taxation Announcement [2021] No. 10, VAT on book sales revenue of Xueersi Education enjoy exemption policy from January 1, 2021 to December 31, 2023. In accordance with Circular Cai Shui [2016] No. 68, the general VAT payers who provide non-academic education service could elect a simple VAT collection method and apply for a 3% VAT rate. The Group’s schools which were previously subject to business tax are now subject to a VAT rate of 3%. In accordance with The Ministry of Finance, State Administration of Taxation and General Administration of Customs Announcement [2019] No.39, for general VAT payer of the Group, VAT on products sales is calculated at 13% on revenue and paid after deducting input VAT on purchases, commencing on April 1, 2019. In accordance with The Ministry of Finance and State Administration of Taxation Announcement [2020] No. 8, due to the COVID-19 pandemic, the VAT on non-academic education service was temporarily exempted since January 1, 2020. In accordance with The Ministry of Finance and State Administration of Taxation Announcement [2021] No. 7, the above mentioned VAT exemption policy came to an end on March 31, 2021. |
Operating leases | Operating leases The Group determines if an arrangement is a lease or contains a lease at lease inception. Operating leases are required to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. The Group has elected the package of practical expedients, which allows the Group not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any expired or existing leases as of the adoption date. The Group also elected the practical expedient not to separate lease and non-lease components of contracts. Lastly, for lease assets other than real estate, such as printing machine and electronic appliances, the Group elected the short-term lease exemption as their lease terms are 12 months or less. As the rate implicit in the lease is not readily determinable, the Group estimates its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated in a portfolio approach to approximate the interest rate on a collateralized basis with similar terms and payments in a similar economic environment. The Group’s leases often include options to extend and lease terms include such extended terms when the Group is reasonably certain to exercise those options. Lease terms also include periods covered by options to terminate the leases when the Group is reasonably certain not to exercise those options. Lease expense is recorded on a straight-line basis over the lease term. |
Advertising costs | Advertising costs The Group expenses advertising costs as incurred, which mainly include advertising expenditure through social media, search engines and outdoor advertising, etc. Total advertising costs incurred were $803,120, $222,115 and $41,956 for the years ended February 28, 2021, 2022 and 2023, respectively, and have been included in selling and marketing expenses in the consolidated statements of operations. |
Government subsidies | Government subsidies The Group reports government subsidies when received from local government authority with no limitation on the use of the subsidies. From time to time, the Group receives government subsidies related to government sponsored projects and records such government subsidies as a liability when received and recognizes as other income when the performance obligation is met or fulfilled. |
Foreign currency translation | Foreign currency translation The functional and reporting currency of the Company is the United States dollar. The functional currency of the Company’s PRC subsidiaries, VIEs and VIEs’ subsidiaries and schools in the PRC is Renminbi (“RMB”). Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable functional currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during the year are converted into the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the consolidated statements of operations. For the years ended February 28, 2021,2022 and 2023, the Group recorded exchange gain of $12,311, exchange gain of $3,640 and exchange loss of $36,933, respectively, in other income/(expense) in the consolidated statements of operations. For translating the results of the PRC subsidiaries into the functional currency of the Company, assets and liabilities are translated from each subsidiary’s functional currency to the reporting currency at the exchange rate on the balance sheet date. Equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income in the consolidated statements of changes in equity and comprehensive loss. |
Foreign currency risk | Foreign currency risk RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Cash and cash equivalents, and restricted cash of the Group included aggregate amounts of $1,180,475 and $1,174,989 as of February 28, 2022 and 2023, respectively, which were denominated in RMB. |
Income taxes | Income taxes Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws and regulations applicable to the Group as enacted by the relevant tax authorities. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authorities. An uncertain income tax position will not be recognized if it has less than 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. |
Comprehensive loss | Comprehensive loss Comprehensive loss includes net income loss, unrealized gain or loss on available-for-sale investments, and foreign currency translation adjustments. Comprehensive loss is reported in the consolidated statements of comprehensive loss. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially expose the Group to significant concentration of credit risk consist primarily of cash and cash equivalents, short-term investments and restricted cash. The Group places its cash and cash equivalents, short-term investments and restricted cash in financial institutions with high credit ratings. |
Financial instruments | Financial instruments The Group’s financial instruments consist primarily of cash and cash equivalents, restricted cash, short-term investments, long-term investments accounted for available-for-sale investments, fair value option investment, equity securities with readily determinable fair values, equity securities without readily determinable fair values, held-to-maturity investments, amounts due from related parties and amounts due to related parties, accounts payable. The Group carries its available-for-sale investments, equity securities with readily determinable fair values and fair value option investment at fair value. The carrying amounts of other financial instruments, except for equity securities without readily determinable fair values and long-term held-to-maturity investments, approximate their fair values because of their generally short maturities. Long-term held-to-maturity investments are recorded at amortized cost and the fair values of long-term held-to-maturity investments are approximate their carrying amounts. |
Net loss per share | Net loss per share Basic net loss per share is computed by dividing net loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised into common shares. Common share equivalents are excluded from the computation of the diluted net loss per share in years when their effect would be anti-dilutive. The Group has share options, non-vested shares which could potentially dilute basic earnings per share in the future. To calculate the number of shares for diluted net loss per share, the effect of the share options and non-vested shares is computed using the treasury stock method. As the Group incurred net loss for the years ended February 28, 2021,2022 and 2023, the effect of potential issuances of the shares for the non-vested shares and share options would be anti-dilutive. Therefore, basic and diluted losses per share are the same in the periods. |
Recent accounting pronouncements adopted | Recent accounting pronouncements adopted On November 17, 2021, the FASB issued ASU 2021-10, which requires business entities to provide certain disclosures when they (1) have received government assistance and (2) use a grant or contribution accounting model by analogy to other accounting guidance (e.g., a grant model under IAS 20 or ASC 958-605). Under ASC 832-10-50-3 and 50-4, a business entity that has received government assistance must provide the following disclosures for annual periods about transactions that are within the scope of Accounting Standards Codification 832, Government Assistance (“ASC 832”): (i) The nature of the transactions, including a general description of the transactions and the form in which the assistance has been received (for example, cash or other assets); (ii) The accounting policies used to account for the transactions as required by paragraph 235-10-50-1; and (iii) The line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item in the current reporting period. The guidance in ASU 2021-10 is effective for all entities for fiscal years beginning after December 15, 2021. Entities may apply the ASU’s provisions either (1) prospectively to all transactions within the scope of ASC 832 that are reflected in the financial statements as of the adoption date and all new transactions entered into after the date of adoption or (2) retrospectively. Early adoption is permitted. The Company adopted this new standard beginning March 1, 2022 with no material impact on its consolidated financial statements. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements adopted On November 17, 2021, the FASB issued ASU 2021-10, which requires business entities to provide certain disclosures when they (1) have received government assistance and (2) use a grant or contribution accounting model by analogy to other accounting guidance (e.g., a grant model under IAS 20 or ASC 958-605). Under ASC 832-10-50-3 and 50-4, a business entity that has received government assistance must provide the following disclosures for annual periods about transactions that are within the scope of Accounting Standards Codification 832, Government Assistance (“ASC 832”): (i) The nature of the transactions, including a general description of the transactions and the form in which the assistance has been received (for example, cash or other assets); (ii) The accounting policies used to account for the transactions as required by paragraph 235-10-50-1; and (iii) The line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item in the current reporting period. The guidance in ASU 2021-10 is effective for all entities for fiscal years beginning after December 15, 2021. Entities may apply the ASU’s provisions either (1) prospectively to all transactions within the scope of ASC 832 that are reflected in the financial statements as of the adoption date and all new transactions entered into after the date of adoption or (2) retrospectively. Early adoption is permitted. The Company adopted this new standard beginning March 1, 2022 with no material impact on its consolidated financial statements. Recent accounting pronouncements not yet adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which the amendments in this Update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.The amendments in this Update address how to determine whether a contract liability is recognized by the acquirer in a business combination. The ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted, including early adoption in an interim period, for periods for which financial statements have not yet been issued. The adoption of this standard is not expected to have a material impact on the Group’s consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, which (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. ASU 2022-03 clarifies that a “contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security” and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by the ASU). In addition, the ASU prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Group’s consolidated financial statements. |
ORGANIZATION AND PRINCIPAL AC_2
ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Schedule Of Major Subsidiaries And Consolidated Variable Interest Entities And Schools | Place of Later of date of incorporation (or Percentage incorporation or establishment) of legal Principal Nature of Name acquisition /operation ownership activities company TAL Holding Limited (“TAL Hong Kong”) March 11, 2008 Hong Kong 100% Intermediate holding company Subsidiary Beijing Century TAL Education Technology Co., Ltd. (“TAL Beijing”) May 8, 2008 Beijing 100% Software sales, and consulting service Subsidiary Beijing Xintang Sichuang Education Technology Co., Ltd. (“Beijing Xintang Sichuang”) August 27, 2012 Beijing 100% Software and network development, sales, and consulting service Subsidiary Pengxin TAL Industrial Investment (Shanghai) Co., Ltd. (“Pengxin TAL”) June 26, 2014 Shanghai 100% Investment management and consulting services Subsidiary Beijing Xueersi Education Technology Co., Ltd. (“Xueersi Education”) December 31, 2005 Beijing N/A* Sales of educational materials and products VIE Beijing Xueersi Network Technology Co., Ltd. (“Xueersi Network”) August 23, 2007 Beijing N/A* Technology development and educational consulting service VIE Xinxin Xiangrong Education Technology (Beijing) Co., Ltd. (“Xinxin Xiangrong”) June 23, 2015 Beijing N/A* Technology development and educational consulting service VIE TAL Training School (Shanghai) Co., Ltd. (“TAL Shanghai”) February 20, 2019 Shanghai N/A* Learning services VIE’s subsidiaries and schools TAL Education Technology (Jiangsu) Co., Ltd.(“TAL Jiangsu”) July 4, 2018 Jiangsu N/A* Technology development and consulting service VIE’s subsidiaries and schools Shidai TAL Education Technology (Beijing) Co., Ltd.(“Shidai TAL”) July 26, 2018 Beijing N/A* Technology development and consulting service VIE’s subsidiaries and schools Shanghai Xueersi Education Training Co., Ltd.( “Shanghai Education” ) July 2, 2009 Shanghai N/A* Learning services VIE’s subsidiaries and schools Shenzhen Xueersi Education Technology Co., Ltd. (“Shenzhen Education”) December 22, 2009 Shenzhen N/A* Teaching software research and development VIE’s subsidiaries and schools Beijing Xueersi Technology Co., Ltd. (“Xueersi Technology” ) April 28, 2020 Beijing N/A* Learning services VIE’s subsidiaries and schools * These entities are controlled by the Company pursuant to the contractual arrangements disclosed below. |
Schedule of Variable Interest Entities | As of February 28, As of February 28, 2022 2023 Cash and cash equivalents $ 359,208 $ 331,081 Other current assets 276,804 234,186 Total current assets 636,012 565,267 Property and equipment, net 206,030 238,898 Other non-current assets 883,759 619,221 Total assets 1,725,801 1,423,386 Deferred revenue-current 182,337 213,239 Other current liabilities 583,051 449,854 Total current liabilities 765,388 663,093 Total non-current liabilities 164,169 112,807 Total liabilities $ 929,557 $ 775,900 For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Net revenues $ 4,244,907 $ 4,193,212 $ 865,846 Net income $ 488,866 $ 186,848 $ 206,431 For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Net cash provided by operating activities $ 727,661 $ 117,350 $ 170,478 Net cash used in investing activities $ (224,235) $ (194,349) $ (76,209) Net cash used in financing activities $ (3,518) $ — $ — |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Property, Plant and Equipment | Building 35-64 years Computer, network equipment and software 3 years Vehicles 4-5 years Office equipment and furniture 3-5 years Leasehold improvement Shorter of the lease term or estimated useful lives |
Disaggregation of Revenue | For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Disaggregation of net revenues $ 4,433,910 $ 4,275,262 $ 853,629 - Learning Content Solutions 61,845 115,645 166,143 Total $ 4,495,755 $ 4,390,907 $ 1,019,772 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Acquisitions fiscal 2021 | |
Business Acquisition, Pro Forma Information | For the years ended February 29/28 2020 2021 (Unaudited) (Unaudited) Pro forma net revenues $ 3,376,955 $ 4,516,022 Pro forma net loss attributable to TAL Education Group $ (173,199) $ (119,780) Pro forma net loss per share - basic $ (0.87) $ (0.59) Pro forma net loss per share - diluted $ (0.87) $ (0.59) |
Dada | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Amortization US$ period Cash and cash equivalents $ 1,269 Net assets acquired, excluding cash and cash equivalents, intangible assets and related deferred tax liabilities (172,118) Intangible assets, net User base and customer relationships 7,576 2 years Trade name and domain names 13,452 5 years Others 3,044 1 year Goodwill 168,233 Deferred tax liabilities (6,018) Noncontrolling interests (1,146) Total purchase consideration $ 14,292 |
SHORT-TERM INVESTMENTS (Tables)
SHORT-TERM INVESTMENTS (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
SHORT-TERM INVESTMENTS | |
Schedule of short-term investments | As of As of February 28, February 28, 2022 2023 Held-to-maturity investments (1) $ 580,352 $ 276,288 Variable-rate financial instruments (2) 150,000 793,275 Available-for-sale securities (3) 340,183 80,044 $ 1,070,535 $ 1,149,607 (1) The Group purchased wealth management products from financial institutions and classified them as held-to-maturity investments as the Group has the positive intent and ability to hold the investments to maturity. The maturities of these financial products range from three months to twelve months . The Group estimated that their fair value approximate their amortized costs. (2) The Group purchased several investment products indexed to, for example, certain stock, stock market or foreign exchange with maturities less than one year and accounted for them at fair value. The fair value changes of the investment products was insignificant for the years ended February 28, 2021, 2022 and 2023. (3) The short-term available-for-sale securities include wealth management products issued by commercial banks and other financial institutions with variable rates where principal is unsecured but no restriction on withdrawal. The Group accounted for them at fair value and recognized fair value decrease of $1,032 , $16,854 , and increase of $15,395 through other comprehensive loss for the years ended February 28, 2021, 2022 and 2023, respectively. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: As of As of February 28, February 28, 2022 2023 Accounts receivables $ 25,567 $ 44,825 Prepaid VAT (1) 24,326 13,769 Prepayments to suppliers (2) 17,635 18,887 Loans to third-parties (3) 16,749 12,163 Prepaid rental and related fees (4) 12,660 3,059 Interest receivable 8,695 16,461 Other deposits 3,900 2,406 Loan to employees, current portion (5) 2,432 382 Staff advances (6) 1,914 2,102 Receivables of withholding tax for employees related to share incentive plan (7) 806 3,197 Others 8,069 8,235 $ 122,753 $ 125,486 (1) Prepaid VAT represents input VAT from the purchase of goods and services. (2) Prepayments to suppliers are primarily for prepaid operating expenses. (3) Balances represent short-term loans to third-parties as well as loans reclassified from non-current assets. (4) Balances include prepaid rental where lease term not yet commenced and rental deposit receivables from leases that have been terminated. (5) The Group offered housing benefit plan to employees who have been employed by the Group for three years or more and met certain performance criteria. Under this benefit plan, the eligible employees receive interest-free loans for purposes of property purchases. Each loan has a term of four years and must be repaid by equal annual installments. (6) Advances were made to employees primarily for traveling, office expenses and other expenditures which are subsequently expensed as incurred. (7) The receivable represents the withholding tax upon the vesting of non-vested shares or exercise of options that the employees agreed to repay the Group with the proceeds of shares sold subsequent to the option exercise through the Group’s broker. |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property and equipment, net | As of As of February 28, February 28, 2022 2023 Building $ 65,922 $ 59,987 Leasehold improvement 115,760 50,126 Computer, network equipment and software 173,685 96,162 Vehicles 899 810 Office equipment and furniture 19,071 6,627 Construction in progress 151,437 210,179 Total cost of property and equipment 526,774 423,891 Less: accumulated depreciation (215,589) (125,562) Less: accumulated impairment loss (29,959) (9,452) $ 281,226 $ 288,877 |
LAND USE RIGHTS, NET (Tables)
LAND USE RIGHTS, NET (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
LAND USE RIGHTS, NET | |
Schedule Of Land Use Right, net | As of As of February 28, February 28, 2022 2023 Land use rights $ 207,657 $ 207,657 Less: accumulated amortization (11,749) (15,985) Add: foreign exchange difference 21,800 2,206 Land use rights, net $ 217,708 $ 193,878 |
LONG-TERM INVESTMENTS (Tables)
LONG-TERM INVESTMENTS (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
LONG-TERM INVESTMENTS | |
Schedule of long-term investments | As of As of February 28, February 28, 2022 2023 Equity securities with readily determinable fair values BabyTree Inc. (“BabyTree”) (1) 14,606 5,890 Other investments 2,117 — Equity securities without readily determinable fair values Xiamen Meiyou Information and Technology Co., Ltd. (“Xiamen Meiyou”) (2) 52,158 47,463 Other investments (3) 52,126 40,234 Equity method investments Long-term investment in third-party technology companies (4) 79,700 65,623 Fair value option investment Long-term investment in a third-party technology company 316 288 Other investments (5) 17,419 92,500 Available-for-sale investments Ximalaya Inc. (“Ximalaya“) (6) 59,326 41,657 Other investments (7) 74,708 64,730 Held-to-maturity investments (8) 62,011 94,990 Total $ 414,487 $ 453,375 (1) In January 2014, the Group acquired minority equity interests in BabyTree by purchasing its Series E convertible redeemable preferred shares with a total cash consideration of $23,475 . BabyTree is an online parenting community and an online retailer of maternity and kids products. On November 27, 2018, BabyTree was listed on the Hong Kong Stock Exchange and its preferred shares were converted to ordinary shares upon the completion of the listing. The investment was then reclassified from available-for-sale investment to equity security with readily determinable fair value upon the listing. In fiscal year 2021, 2022 and 2023, the stock price of BabyTree declined, and accordingly the Group recognized loss of $3,229, $8,887 and $8,624, respectively, due to the fair value change. (2) In December 2018, the Group acquired 15.32% equity interest in Xiamen Meiyou, an internet company focusing on providing services to female clients. In June 2019, the investment was reclassified from equity method to equity investment without readily determinable fair value as the Group lost the ability to exercise significant influence due to the restructured capital of Xiamen Meiyou. (3) The Group holds equity interests in certain third-party private companies through investments in their common shares or in-substance common shares, the Group accounted for these equity investments using the measurement alternative when equity method is not applicable and there is no readily determinable fair value for the investments. The Group recorded $3,063 , $46,581 and $1,192 impairment loss on these investments during the fiscal years ended February 28, 2021, 2022 and 2023, respectively, due to unsatisfied financial performance of the investees with no obvious upturn or potential financial solutions in the foreseeable future. For equity securities without readily determinable fair value that qualify for the practical expedient to estimate fair value using net asset value per share, the Group estimates the fair value using net asset value per share and recorded fair value gain of $7,588 , $6,339 and loss of $8,762 to the consolidated statements of operations for the years ended February 28, 2021,2022 and 2023, respectively. (4) The Group holds minority equity interests in several third-party private companies through investments in their common shares or in-substance common shares. The majority of the long-term investments are companies which engage in online education services. The Group accounts for these investments under the equity method because the Group has the ability to exercise significant influence but does not have control over the investees. The Group recorded $11,471, $24,484 and nil impairment loss for its equity method investments during the fiscal years ended February 28, 2021,2022 and 2023, respectively. (5) The Group purchased wealth management products from financial institutions in China and classified them as fair value option investments. The Group measures these products with their fair value using directly or indirectly observable inputs in the market place. (6) In fiscal year 2017 and 2020, the Group completed two transactions with Ximalaya, a professional audio sharing platform, to acquire its Series C+ and E-2 convertible redeemable preferred shares. As of February 28, 2023, the Group held 1.62% equity interest of Ximalaya, and accounted for the investment as available-for-sale investments since the investee’s preferred shares held are determined to be debt securities due to the redemption condition of the shares. (7) The Group acquired minority equity interest in several third-party private companies, the majority of which are engaged in online platform or online education services. The Group holds minority equity interests of these companies through purchasing their convertible redeemable preferred shares. The Group accounted for these investments as available-for-sale investments since the investee’s preferred shares held are determined to be debt securities. The Group recorded $10,029 , $67,189 and $6,495 impairment loss during the years ended February 28, 2021, 2022 and 2023, respectively, due to unsatisfied financial performance of the investees with no obvious upturn or potential financial solutions in the foreseeable future. (8) The Group purchased wealth management products from financial institutions in China and classified them as held-to-maturity investments as the Group has the positive intent and ability to hold the investments to maturity. The original maturities of these financial products were one to two years and recorded at amortized cost. The Group estimated that their fair value approximates their carrying amount. |
LONG-TERM PREPAYMENTS AND OTH_2
LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS | |
Schedule of long-term prepayments and other non-current assets | As of As of February 28, February 28, 2022 2023 Loan to employees (1) 566 332 Other non-current assets (2) 4,852 5,202 $ 5,418 $ 5,534 (1) Please see Note 5(5) for details of loan to employees. (2) As of February 28, 2022 and 2023, other non-current assets were primarily made up of long-term service fees. |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of accrued expenses and other current liabilities | As of As of February 28, February 28, 2022 2023 Accrued employee payroll and welfare benefits $ 322,779 $ 280,319 Refund liabilities 61,346 40,909 Accrued operating expenses 66,214 36,875 Income tax payable 49,257 46,917 Other taxes payable 9,635 11,541 Professional service fee payable 3,617 3,398 Others 45,870 26,752 Total $ 558,718 $ 446,711 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
FAIR VALUE | |
Schedule of inputs for fair value measurements of assets | Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Other Significant February 28, Active Market for Observable Unobservable Description 2022 Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Short-term investments Variable-rate financial instruments $ 150,000 — $ 150,000 — Available-for-sale investments $ 340,183 — $ 340,183 — Long-term investments Equity securities with readily determinable fair values $ 16,723 $ 14,606 $ 2,117 — Fair value option investment $ 17,735 — $ 17,419 $ 316 Available-for-sale investments $ 134,034 — — $ 134,034 Total $ 658,675 $ 14,606 $ 509,719 $ 134,350 Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Other Significant February 28, Active Market for Observable Unobservable Description 2023 Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Short-term investments Variable-rate financial instruments $ 793,275 — $ 793,275 — Available-for-sale investments $ 80,044 — $ 80,044 — Long-term investments Equity securities with readily determinable fair values $ 5,890 $ 5,890 $ — — Fair value option investment $ 92,788 — $ 92,500 $ 288 Available-for-sale investments $ 106,387 — — $ 106,387 Total $ 1,078,384 $ 5,890 $ 965,819 $ 106,675 |
Schedule of roll forward of Level 3 instruments | US$ Balance as of February 28, 2021 $ 369,449 Purchases 13,616 Disposal (2,219) Changes in fair value (41,698) Impairment loss (204,807) Foreign exchange difference 9 Balance as of February 28, 2022 $ 134,350 Purchases 6,845 Disposal (8,710) Transfer in due to reclassification 941 Changes in fair value (16,752) Impairment loss (6,495) Foreign exchange difference (3,504) Balance as of February 28, 2023 $ 106,675 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
LEASES | |
Schedule of Supplemental information of the leases | For the year ended, For the year ended, February 28, February 28, 2022 2023 Cash payments for operating leases $ 335,659 $ 50,347 Right-of-use assets obtained in exchange for operating lease liabilities 474,965 57,607 |
Schedule of Maturity analysis for operating lease liabilities | As of February 28, Fiscal year ending 2023 February 2024 $ 44,089 February 2025 40,479 February 2026 30,261 February 2027 22,251 February 2028 17,239 Thereafter 33,825 Total future lease payments $ 188,144 Less: Imputed interest (30,422) Present value of operating lease liabilities $ 157,722 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
INCOME TAXES | |
Schedule of provision (credit) for income tax | For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Current - PRC income tax expenses $ 161,488 $ 93,224 $ 19,894 Deferred - PRC income tax expenses (231,385) 303,768 117 Total $ (69,897) $ 396,992 $ 20,011 |
Schedule of deferred tax assets and liabilities | As of As of February 28, February 28, 2022 2023 Deferred tax assets: Advertising expense and prepaid rental 252,996 194,423 Property and equipment 6,893 2,988 Impairment loss on long-term investments 46,000 41,412 Others 21,939 45,927 Tax losses carry-forward 249,134 323,066 Less: valuation allowance (570,215) (601,843) Deferred tax assets, net $ 6,747 $ 5,973 Deferred tax liabilities: Intangible assets 184 57 Property and equipment 924 — Others 572 1,506 Deferred tax liabilities $ 1,680 $ 1,563 |
Schedule of provision for income taxes | For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Loss before provision for income tax $ (224,623) $ (778,130) $ (109,719) PRC statutory income tax rate 25 % 25 % 25 % Income tax at statutory income tax rate (56,156) (194,533) (27,430) Effect of non-deductible expenses and loss and super deduction expenses 2,466 108,961 (10,200) Effect of income tax exemptions and preferential tax rates (98,368) (68,090) (47,062) Effect of income tax rate difference in other jurisdictions 60,806 97,306 75,598 Change in valuation allowance 21,355 453,348 29,105 Income tax (benefit) / expense $ (69,897) $ 396,992 $ 20,011 |
Schedule of tax holiday | For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Increase in income tax expenses $ 98,368 $ 68,090 $ 47,062 Net loss per common share-basic $ (1.05) $ (5.61) $ (0.86) Net loss per common share-diluted $ (1.05) $ (5.61) $ (0.86) |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
NET LOSS PER SHARE | |
Schedule of loss per share | For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Numerator: Net loss attributable to TAL Education Group’s shareholders $ (115,990) $ (1,136,115) $ (135,612) Numerator used for calculation of diluted net loss per share $ (115,990) $ (1,136,115) $ (135,612) Denominator: Weighted average shares outstanding Basic 203,603,391 214,825,470 212,575,277 Denominator for diluted net loss per share (i) 203,603,391 214,825,470 212,575,277 Net loss per common share attributable to TAL Education Group’s shareholders-basic (ii) $ (0.57) $ (5.29) $ (0.64) Net loss per common share attributable to TAL Education Group’s shareholders-diluted $ (0.57) $ (5.29) $ (0.64) (i) For the years ended February 28, 2021, 2022 and 2023, 9,479,522 , 9,060,041 and 8,805,748 potential shares outstanding due to non-vested shares and share options were excluded from the calculation due to their anti-dilutive effect resulted from net loss reported in fiscal year 2021, 2022 and 2023, respectively. (ii) The Company’s common shares are divided into Class A and Class B common shares. Holders of Class A and Class B common shares have the same dividend rights. Therefore, the Company does not present net loss per share for each separate class. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
RELATED PARTY TRANSACTIONS | |
Schedule of related party transactions | Balances: As of As of February 28, February 28, 2022 2023 Amounts due from related parties-current (i) $ 919 $ 423 Amounts due from related parties-non-current (i) $ 77 $ — Amounts due to related parties-current (ii) $ 205 $ 100 Transactions: For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Services fees $ 3,745 $ 2,948 $ 299 Other revenue $ 1,680 $ 1,295 $ 339 Purchase of equipment $ 804 $ 581 $ — (i) The amounts due from related parties represent loans and prepayments to certain investees for service fees. In fiscal year 2021, 2022 and 2023, the Group recorded $16,087, $2,135 and $293 impairment loss on the amounts due from related parties. (ii) The amounts due to related parties primarily related to service fees payable to related parties . |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of future minimum payments under non-cancellable operating leases | Future minimum payments under non-cancelable agreements for property management fees as of February 28, 2023 were as follows: Fiscal year ending February 2024 $ 5,177 February 2025 4,241 February 2026 2,654 February 2027 2,261 February 2028 1,855 Thereafter 4,239 Total $ 20,427 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
SHARE-BASED COMPENSATION | |
Schedule of options fair value | For the year ended For the year ended For the year ended February 28, 2021 February 28, 2022 February 28, 2023 Risk-free interest rate (1) 0.31%‑0.51 % 0.96%-1.06 % 2.80%-2.88 % Expected life (years) (2) 6.25‑7.43 6.00-6.50 6.13-6.57 Expected dividend yield (3) 0 % 0 % 0 % Volatility (4) 35.8%‑35.9 % 37.4%-58.3 % 64.8%-68.4 % Fair value of options at grant date per share $65.55 to $90.06 $4.02 to $74.82 $7.98 to $8.83 (1) Risk-free interest rate Risk-free interest rate for periods within the contractual life of the option is based upon the U.S. treasury yield curve in effect at the time of grant. (2) Expected life (years) Assumption of the expected term were based on the vesting and contractual terms and employee demographics. (3) Expected dividend yield The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options. (4) Volatility The volatility assumption was estimated based on historical volatility of the Company’s share price applying the guidance provided by ASC 718. |
Schedule of activities of share options | Weighted Weighted Aggregate average average remaining intrinsic Number exercise price contractual value Share options of shares (US$) life (Years) (US$) Outstanding as of February 28, 2022 466,425 20.00 6.54 1,049 Granted 579,661 1.54 — — Exercised 26,092 6.41 — — Outstanding as of February 28, 2023 1,019,994 9.88 7.67 14,898 Vested and expected to vest as of February 28, 2023 1,019,994 9.88 7.67 14,898 Exercisable as of February 28, 2023 390,008 17.67 5.73 3,859 |
Schedule of share-based compensation expense | For the year ended For the year ended For the year ended February 28, February 28, February 28, 2021 2022 2023 Cost of revenues $ 1,803 $ 1,134 $ 11,319 Selling and marketing expenses 56,609 53,850 30,662 General and administrative expenses 146,533 119,848 66,590 Total $ 204,945 $ 174,832 $ 108,571 |
Non-vested shares - service condition | |
SHARE-BASED COMPENSATION | |
Schedule of non-vested shares | Service Condition Number of Weighted non-vested average grant date shares fair value Outstanding as of February 28, 2022 8,234,467 50.55 Granted 2,891,157 11.16 Forfeited 1,343,851 43.59 Vested 2,179,432 52.33 Outstanding as of February 28, 2023 7,602,341 36.29 |
Non-vested shares - performance condition | |
SHARE-BASED COMPENSATION | |
Schedule of non-vested shares | Performance Condition Number of Weighted non-vested average grant date shares fair value Outstanding as of February 28, 2022 359,149 164.42 Granted 7,079 195.51 Forfeited 52,238 179.43 Vested 130,577 154.37 Outstanding as of February 28, 2023 183,413 168.50 |
ORGANIZATION AND PRINCIPAL AC_3
ORGANIZATION AND PRINCIPAL ACTIVITIES - Subsidiaries (Details) | 12 Months Ended |
Feb. 28, 2023 | |
TAL Hong Kong | |
Subsidiaries, VIEs and VIEs subsidiaries | |
Subsidiaries direct or indirect ownership (as a percent) | 100% |
TAL Beijing | |
Subsidiaries, VIEs and VIEs subsidiaries | |
Subsidiaries direct or indirect ownership (as a percent) | 100% |
Beijing Xintang Sichuang | |
Subsidiaries, VIEs and VIEs subsidiaries | |
Subsidiaries direct or indirect ownership (as a percent) | 100% |
Pengxin TAL | |
Subsidiaries, VIEs and VIEs subsidiaries | |
Subsidiaries direct or indirect ownership (as a percent) | 100% |
ORGANIZATION AND PRINCIPAL AC_4
ORGANIZATION AND PRINCIPAL ACTIVITIES - Financial information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
Balance Sheet | |||
Cash and cash equivalents | $ 2,021,927 | $ 1,638,189 | |
Other current assets | 8,235 | 8,069 | |
Total current assets | 3,468,407 | 3,629,376 | |
Property and equipment, net | 288,877 | 281,226 | |
Other non-current assets | 5,202 | 4,852 | |
Total assets | 4,724,354 | 5,082,528 | |
Deferred revenue-current | 234,889 | 187,718 | |
Other current liabilities | 26,752 | 45,870 | |
Total current liabilities | 783,865 | 902,584 | |
Total liabilities | 903,441 | 1,080,266 | |
Income And Cash Flow Statement | |||
Net revenues | 1,019,772 | 4,390,907 | $ 4,495,755 |
Net income | (131,978) | (1,164,335) | (143,050) |
Net cash provided by operating activities | 7,358 | (939,184) | 954,732 |
Net cash used in investing activities | (301,626) | 1,368,716 | (2,641,469) |
Net cash used in financing activities | (66,184) | (2,766,679) | 4,794,813 |
VIE's | |||
Balance Sheet | |||
Cash and cash equivalents | 331,081 | 359,208 | |
Other current assets | 234,186 | 276,804 | |
Total current assets | 565,267 | 636,012 | |
Property and equipment, net | 238,898 | 206,030 | |
Other non-current assets | 619,221 | 883,759 | |
Total assets | 1,423,386 | 1,725,801 | |
Deferred revenue-current | 213,239 | 182,337 | |
Other current liabilities | 449,854 | 583,051 | |
Total current liabilities | 663,093 | 765,388 | |
Total non-current liabilities | 112,807 | 164,169 | |
Total liabilities | 775,900 | 929,557 | |
Income And Cash Flow Statement | |||
Net revenues | 865,846 | 4,193,212 | 4,244,907 |
Net income | 206,431 | 186,848 | 488,866 |
VIEs and VIEs' subsidiaries, excluding inter-company transactions | |||
Income And Cash Flow Statement | |||
Net cash provided by operating activities | 170,478 | 117,350 | 727,661 |
Net cash used in investing activities | $ (76,209) | $ (194,349) | (224,235) |
Net cash used in financing activities | $ (3,518) |
ORGANIZATION AND PRINCIPAL AC_5
ORGANIZATION AND PRINCIPAL ACTIVITIES - Additional information (Details) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 USD ($) Owner | Feb. 28, 2022 USD ($) | Feb. 28, 2021 USD ($) | |
Subsidiaries, VIEs and VIEs subsidiaries | |||
VIE and subsidiaries, percentage of net revenue | 84.90% | ||
Service fees payable | $ | $ 532,323 | $ 752,200 | $ 417,544 |
Majority shareholder | |||
Subsidiaries, VIEs and VIEs subsidiaries | |||
Deed of undertaking (in percent) | 50% | ||
Xueersi Education and Xueersi Network | |||
Subsidiaries, VIEs and VIEs subsidiaries | |||
Number of owners | 4 | ||
Xinxin Xiangrong | |||
Subsidiaries, VIEs and VIEs subsidiaries | |||
Number of owners | 3 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Property and equipment, net (Details) | 12 Months Ended |
Feb. 28, 2023 | |
Building | Minimum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Useful life (in years) | 35 years |
Building | Maximum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Useful life (in years) | 64 years |
Computer, network equipment and software | |
SIGNIFICANT ACCOUNTING POLICIES | |
Useful life (in years) | 3 years |
Vehicles | Minimum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Useful life (in years) | 4 years |
Vehicles | Maximum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Useful life (in years) | 5 years |
Office equipment and furniture | Minimum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Useful life (in years) | 3 years |
Office equipment and furniture | Maximum | |
SIGNIFICANT ACCOUNTING POLICIES | |
Useful life (in years) | 5 years |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of net revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |||
Total | $ 1,019,772 | $ 4,390,907 | $ 4,495,755 |
Learning Services and Others | |||
SIGNIFICANT ACCOUNTING POLICIES | |||
Total | 853,629 | 4,275,262 | 4,433,910 |
Learning Content Solutions | |||
SIGNIFICANT ACCOUNTING POLICIES | |||
Total | $ 166,143 | $ 115,645 | $ 61,845 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
May 31, 2017 | Feb. 28, 2023 USD ($) | Feb. 28, 2022 USD ($) | Feb. 28, 2021 USD ($) | Feb. 28, 2023 CNY (¥) | Feb. 28, 2022 CNY (¥) | |
SIGNIFICANT ACCOUNTING POLICIES | ||||||
Contract liabilities of deferred revenue | $ 237,354 | $ 187,732 | ||||
Advertising costs | 41,956 | 222,115 | $ 803,120 | |||
Foreign currency translation, exchange gain (loss) | (36,933) | (3,640) | 12,311 | |||
Cash and cash equivalents | ¥ | ¥ 1,174,989 | ¥ 1,180,475 | ||||
Debt securities held-to-maturity allowance for credit losses | $ 0 | $ 0 | $ 0 | |||
VAT (as a percent) | 13% | |||||
Xinxin Xiangrong. | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||
VAT (as a percent) | 6% | |||||
Beijing Xintang Sichuang, TAL Beijing, Yidu Huida | Xueersi Education | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||
VAT (as a percent) | 6% | |||||
Pengxin TAL | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||
VAT (as a percent) | 6% | |||||
Yizhen Xuesi. | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||
VAT (as a percent) | 6% | |||||
Online education services through www.xueersi.com | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||
VAT (as a percent) | 6% | |||||
Minimum | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||
VAT (as a percent) | 3% | |||||
Minimum | Equity Securities Without Readily Determinable Fair Value | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||
Ownership percentage (as a percent) | 20% | 20% | ||||
Maximum | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||
VAT (as a percent) | 13% | |||||
Maximum | Equity Securities Without Readily Determinable Fair Value | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||
Ownership percentage (as a percent) | 50% | 50% |
BUSINESS ACQUISITION - Dada, al
BUSINESS ACQUISITION - Dada, allocation (Details) - Dada $ in Thousands | Apr. 30, 2020 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 1,269 |
Net assets acquired, excluding cash and cash equivalents, intangible assets and the related deferred tax liabilities | (172,118) |
Goodwill | 168,233 |
Deferred tax liabilities | (6,018) |
Noncontrolling interests | (1,146) |
Total purchase consideration | 14,292 |
User base and customer relationships | |
Business Acquisition [Line Items] | |
Intangible assets, net | $ 7,576 |
Amortization period | |
Amortization period (in years) | 2 years |
Trade name and domain names | |
Business Acquisition [Line Items] | |
Intangible assets, net | $ 13,452 |
Amortization period | |
Amortization period (in years) | 5 years |
Others | |
Business Acquisition [Line Items] | |
Intangible assets, net | $ 3,044 |
Amortization period | |
Amortization period (in years) | 1 year |
BUSINESS ACQUISITION - Pro form
BUSINESS ACQUISITION - Pro forma (Details) - Acquisitions fiscal 2021 - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
BUSINESS ACQUISITION | ||
Pro forma net revenues | $ 4,516,022 | $ 3,376,955 |
Pro forma net loss attributable to TAL Education Group | $ (119,780) | $ (173,199) |
Pro forma net loss per share - basic | $ (0.59) | $ (0.87) |
Pro forma net loss per share - diluted | $ (0.59) | $ (0.87) |
BUSINESS ACQUISITION - Addition
BUSINESS ACQUISITION - Additional information (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Apr. 30, 2020 | Nov. 30, 2022 | Feb. 28, 2023 | Oct. 31, 2022 | Feb. 29, 2020 | |
Dada | |||||
BUSINESS ACQUISITION | |||||
Ownership (as a percent) | 92.60% | 22.70% | |||
Total purchase consideration | $ 14,292 | ||||
Cash consideration | 10,437 | ||||
Remeasurement gain on acquisition | 3,855 | ||||
Goodwill | $ 168,233 | ||||
Acquisitions fiscal 2021 | |||||
BUSINESS ACQUISITION | |||||
Total purchase consideration | $ 2,936 | ||||
Intangible assets | 1,351 | ||||
Goodwill | $ 1,660 | ||||
Acquisitions fiscal 2023 | |||||
BUSINESS ACQUISITION | |||||
Goodwill | $ 157 | ||||
Total purchase price | $ 1,848 | ||||
Contingent consideration | 1,255 | ||||
Intangible asset identified | $ 91 |
SHORT-TERM INVESTMENTS (Details
SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
SHORT-TERM INVESTMENTS | ||
Held-to-maturity investments | $ 276,288 | $ 580,352 |
Variable-rate financial instruments | 793,275 | 150,000 |
Available-for-sale securities | 80,044 | 340,183 |
Short-term investments | $ 1,149,607 | $ 1,070,535 |
SHORT-TERM INVESTMENTS - Additi
SHORT-TERM INVESTMENTS - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
SHORT-TERM INVESTMENTS | |||
Fair value and recognized fair value | $ 15,395 | $ (16,854) | $ (1,032) |
Minimum | |||
SHORT-TERM INVESTMENTS | |||
Maturity period of investments | 3 months | 3 months | |
Maximum | |||
SHORT-TERM INVESTMENTS | |||
Maturity period of investments | 12 months | 12 months |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
Accounts receivables | $ 44,825 | $ 25,567 |
Prepaid VAT | 13,769 | 24,326 |
Prepayments to suppliers | 18,887 | 17,635 |
Loans to third-parties | 12,163 | 16,749 |
Prepaid rental and related fees | 3,059 | 12,660 |
Interest receivable | 16,461 | 8,695 |
Other deposits | 2,406 | 3,900 |
Loan to employees, current portion | 382 | 2,432 |
Staff advances | 2,102 | 1,914 |
Receivables of withholding tax for employees related to share incentive plan | 3,197 | 806 |
Others | 8,235 | 8,069 |
Prepaid expenses and other current assets | $ 125,486 | $ 122,753 |
PREPAID EXPENSES AND OTHER CU_4
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Additional information (Details) - Loans to employees | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Service requirement to qualify for (in years) | 3 years | 3 years |
Debt instrument term (in years) | 4 years | 4 years |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | $ 423,891 | $ 526,774 |
Less: accumulated depreciation | (125,562) | (215,589) |
Less: accumulated impairment loss | (9,452) | (29,959) |
Property and equipment, net | 288,877 | 281,226 |
Building | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 59,987 | 65,922 |
Leasehold improvement | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 50,126 | 115,760 |
Computer, network equipment and software | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 96,162 | 173,685 |
Vehicles | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 810 | 899 |
Office equipment and furniture | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | 6,627 | 19,071 |
Construction in progress | ||
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, gross | $ 210,179 | $ 151,437 |
PROPERTY AND EQUIPMENT, NET - A
PROPERTY AND EQUIPMENT, NET - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
PROPERTY AND EQUIPMENT, NET | |||
Depreciation | $ 35,289 | $ 171,354 | $ 136,960 |
Impairment loss of property and equipment and leasehold improvements | 688 | 255,959 | |
Amount of accumulated impairment loss written off | $ 21,195 | $ 226,000 |
LAND USE RIGHTS, NET (Details)
LAND USE RIGHTS, NET (Details) - LAND USE RIGHTS - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
LAND USE RIGHTS, NET | ||
Land use rights | $ 207,657 | $ 207,657 |
Less: accumulated amortization | (15,985) | (11,749) |
Add: foreign exchange difference | 2,206 | 21,800 |
Land use rights, net | $ 193,878 | $ 217,708 |
LAND USE RIGHTS, NET - Amortiza
LAND USE RIGHTS, NET - Amortization Expense (Details) $ in Thousands, ¥ in Millions | 12 Months Ended | ||||
Jul. 08, 2019 CNY (¥) m² | Mar. 19, 2019 CNY (¥) m² item | Feb. 28, 2023 USD ($) | Feb. 28, 2022 USD ($) | Feb. 28, 2021 USD ($) | |
LAND USE RIGHTS, NET | |||||
Amortization of intangible assets | $ 1,159 | $ 13,905 | $ 24,030 | ||
Land use rights | |||||
LAND USE RIGHTS, NET | |||||
Number of land use rights acquired | item | 2 | ||||
Useful life | 50 years | ||||
Amortization of intangible assets | $ 4,256 | $ 4,600 | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||||
2022 | 4,231 | ||||
2023 | 4,231 | ||||
2024 | 4,231 | ||||
2025 | 4,231 | ||||
2026 | 4,231 | ||||
Thereafter | $ 172,723 | ||||
Land use rights | Zhenjiang, Jiangsu | |||||
LAND USE RIGHTS, NET | |||||
Cost of land use rights | ¥ | ¥ 92 | ||||
Number of square meters of land use rights acquired | m² | 83,025 | ||||
Land use rights | Beijing | |||||
LAND USE RIGHTS, NET | |||||
Cost of land use rights | ¥ | ¥ 1,360 | ||||
Number of square meters of land use rights acquired | m² | 28,600 |
LONG-TERM INVESTMENTS (Details)
LONG-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
LONG-TERM INVESTMENTS | ||
Held-to-maturity investments | $ 94,990 | $ 62,011 |
Total | 453,375 | 414,487 |
BabyTree | ||
LONG-TERM INVESTMENTS | ||
Equity securities with readily determinable fair values | 5,890 | 14,606 |
Xiamen Meiyou Information and Technology Co., Ltd. ("Xiamen Meiyou") | ||
LONG-TERM INVESTMENTS | ||
Equity securities without readily determinable fair values | 47,463 | 52,158 |
Other investments | ||
LONG-TERM INVESTMENTS | ||
Equity securities with readily determinable fair values | 2,117 | |
Equity securities without readily determinable fair values | 40,234 | 52,126 |
Fair value option investment | 92,500 | 17,419 |
Available-for-sale investments | 64,730 | 74,708 |
Long term Investment In Third party technology Company | ||
LONG-TERM INVESTMENTS | ||
Equity method investments | 65,623 | 79,700 |
Fair value option investment | 288 | 316 |
Ximalaya Inc | ||
LONG-TERM INVESTMENTS | ||
Available-for-sale investments | $ 41,657 | $ 59,326 |
LONG-TERM INVESTMENTS - Additio
LONG-TERM INVESTMENTS - Additional information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2014 USD ($) | Feb. 28, 2023 USD ($) | Feb. 28, 2022 USD ($) | Feb. 28, 2021 USD ($) | Feb. 29, 2020 Transaction | Feb. 28, 2017 Transaction | Dec. 31, 2018 | |
LONG-TERM INVESTMENTS | |||||||
Payments to acquire Long-term Investment | $ 200,734 | $ 137,732 | $ 53,334 | ||||
Fair value gain (loss) | 8,762 | 6,339 | 7,588 | ||||
Equity method investments, impairment gain (loss) | $ 0 | 24,484 | 11,471 | ||||
Minimum | |||||||
LONG-TERM INVESTMENTS | |||||||
Term of held to maturity securities | 1 year | ||||||
Maximum | |||||||
LONG-TERM INVESTMENTS | |||||||
Term of held to maturity securities | 2 years | ||||||
BabyTree | |||||||
LONG-TERM INVESTMENTS | |||||||
Payments to acquire Long-term Investment | $ 23,475 | ||||||
Loss on change in fair value | $ 8,624 | 8,887 | 3,229 | ||||
Other investments | |||||||
LONG-TERM INVESTMENTS | |||||||
Impairment loss | 1,192 | 46,581 | 3,063 | ||||
Xiamen Meiyou Information and Technology Co., Ltd. ("Xiamen Meiyou") | |||||||
LONG-TERM INVESTMENTS | |||||||
Acquired equity interest (in percentage) | 15.32 | ||||||
Long term Investment In Third party technology Company | |||||||
LONG-TERM INVESTMENTS | |||||||
Impairment gain (loss) | $ 6,495 | $ 67,189 | $ 10,029 | ||||
Ximalaya Inc | |||||||
LONG-TERM INVESTMENTS | |||||||
Number of transactions | Transaction | 2 | 2 | |||||
Equity interest of available for sale investment (in percentage) | 1.62 |
LONG-TERM PREPAYMENTS AND OTH_3
LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS | ||
Loan to employees | $ 332 | $ 566 |
Other non-current assets | 5,202 | 4,852 |
Long-term prepayments and other non-current assets | $ 5,534 | $ 5,418 |
LONG-TERM PREPAYMENTS AND OTH_4
LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
LONG-TERM PREPAYMENTS AND OTHER NON-CURRENT ASSETS | ||
Impairment loss | $ 8,600 | $ 21,393 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Accrued employee payroll and welfare benefits | $ 280,319 | $ 322,779 |
Refund liabilities | 40,909 | 61,346 |
Accrued operating expenses | 36,875 | 66,214 |
Income tax payable | 46,917 | 49,257 |
Other taxes payable | 11,541 | 9,635 |
Professional service fee payable | 3,398 | 3,617 |
Others | 26,752 | 45,870 |
Accrued expenses and other current liabilities | $ 446,711 | $ 558,718 |
LOAN FACILITIES (Details)
LOAN FACILITIES (Details) - PRC Bank ¥ in Millions | 1 Months Ended |
Dec. 31, 2022 CNY (¥) | |
LOAN FACILITIES | |
Loan facilities | ¥ 400 |
Term (in years) | 2 years |
Effective drawdown period | 12 months |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
Short-term investments | ||
Variable-rate financial instruments | $ 793,275 | $ 150,000 |
Available-for-sale investments | 80,044 | 340,183 |
Fair Value, Measurements, Recurring | ||
Short-term investments | ||
Variable-rate financial instruments | 793,275 | 150,000 |
Available-for-sale investments | 80,044 | 340,183 |
Long-term investments | ||
Equity securities with readily determinable fair values | 5,890 | 16,723 |
Fair value option investment | 92,788 | 17,735 |
Available-for-sale investments | 106,387 | 134,034 |
Total | 1,078,384 | 658,675 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Long-term investments | ||
Equity securities with readily determinable fair values | 5,890 | 14,606 |
Total | 5,890 | 14,606 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Short-term investments | ||
Variable-rate financial instruments | 793,275 | 150,000 |
Available-for-sale investments | 80,044 | 340,183 |
Long-term investments | ||
Equity securities with readily determinable fair values | 2,117 | |
Fair value option investment | 92,500 | 17,419 |
Total | 965,819 | 509,719 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Long-term investments | ||
Fair value option investment | 288 | 316 |
Available-for-sale investments | 106,387 | 134,034 |
Total | $ 106,675 | $ 134,350 |
FAIR VALUE- Rollforward (Detail
FAIR VALUE- Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
FAIR VALUE | ||
Balance at the beginning | $ 134,350 | $ 369,449 |
Purchases | 6,845 | 13,616 |
Disposal | (8,710) | (2,219) |
Changes in fair value | $ (16,752) | $ (41,698) |
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other than Temporary Impairment Losses, Investments | Other than Temporary Impairment Losses, Investments |
Impairment loss | $ (6,495) | $ (204,807) |
Foreign exchange difference | (3,504) | 9 |
Transfer in due to reclassification | 941 | |
Balance at the end | $ 106,675 | $ 134,350 |
FAIR VALUE - Additional informa
FAIR VALUE - Additional information (Details) - Fair Value, Inputs, Level 3 | Feb. 28, 2023 |
Measurement Input, Weighted Average Cost of Capital | Maximum | |
FAIR VALUE | |
Debt Securities, Available-for-sale, Measurement Input | 24 |
Measurement Input, Weighted Average Cost of Capital | Minimum | |
FAIR VALUE | |
Debt Securities, Available-for-sale, Measurement Input | 19 |
Measurement Input, Weighted Average Cost of Capital | Weighted Average | |
FAIR VALUE | |
Debt Securities, Available-for-sale, Measurement Input | 21 |
Measurement Input, Discount for Lack of Marketability | Maximum | |
FAIR VALUE | |
Debt Securities, Available-for-sale, Measurement Input | 30 |
Measurement Input, Discount for Lack of Marketability | Minimum | |
FAIR VALUE | |
Debt Securities, Available-for-sale, Measurement Input | 10 |
Measurement Input, Discount for Lack of Marketability | Weighted Average | |
FAIR VALUE | |
Debt Securities, Available-for-sale, Measurement Input | 17 |
Measurement Input, Price Volatility | Maximum | |
FAIR VALUE | |
Debt Securities, Available-for-sale, Measurement Input | 69 |
Measurement Input, Price Volatility | Minimum | |
FAIR VALUE | |
Debt Securities, Available-for-sale, Measurement Input | 44 |
Measurement Input, Price Volatility | Weighted Average | |
FAIR VALUE | |
Debt Securities, Available-for-sale, Measurement Input | 54 |
LEASES - Supplemental in format
LEASES - Supplemental in formation of leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
LEASES | |||
Carrying amount Right-of-use Asset | $ 57,729 | $ 1,145,222 | |
Operating lease cost | 65,750 | 305,619 | $ 431,976 |
Short-term lease cost | $ 267 | $ 2,425 | $ 1,319 |
Weighted-average remaining lease term - operating leases | 5 years | 5 years 2 months 12 days | |
Weighted-average discount rate - operating leases | 5.20% | 5.10% | |
Other information | |||
Cash payments for operating leases | $ 50,347 | $ 335,659 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 57,607 | $ 474,965 |
LEASES - Maturity analysis of l
LEASES - Maturity analysis of leases liabilities (Details) $ in Thousands | Feb. 28, 2023 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due | |
February 2024 | $ 44,089 |
February 2025 | 40,479 |
February 2026 | 30,261 |
February 2027 | 22,251 |
February 2028 | 17,239 |
Thereafter | 33,825 |
Total future lease payments | 188,144 |
Less: Imputed interest | (30,422) |
Present value of operating lease liabilities | 157,722 |
Lease not yet commenced , contracts value | $ 8,653 |
INCOME TAXES - Expense (Details
INCOME TAXES - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
Deferred | |||
Total | $ 20,011 | $ 396,992 | $ (69,897) |
PRC | |||
Current | |||
- PRC income tax expenses | 19,894 | 93,224 | 161,488 |
Deferred | |||
- PRC income tax expenses | 117 | 303,768 | (231,385) |
Total | $ 20,011 | $ 396,992 | $ (69,897) |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Dec. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||||
Advertising expense and prepaid rental | $ 194,423 | $ 252,996 | ||
Property and equipment | 2,988 | 6,893 | ||
Impairment loss on long-term investments | 41,412 | 46,000 | ||
Others | 45,927 | 21,939 | ||
Tax losses carry-forward | 323,066 | 249,134 | ||
Less: valuation allowance | (601,843) | $ (601,843) | (570,215) | $ (570,215) |
Deferred tax assets, net | 5,973 | 6,747 | ||
Deferred tax liabilities: | ||||
Intangible assets | 57 | 184 | ||
Property and equipment | 924 | |||
Others | 1,506 | 572 | ||
Deferred tax liabilities | $ 1,563 | $ 1,680 |
INCOME TAXES - Provision (Detai
INCOME TAXES - Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
Reconciliation of the PRC statutory tax rate to the effective tax rate | |||
Loss before provision for income tax | $ (109,719) | $ (778,130) | $ (224,623) |
PRC statutory income tax rate | 25% | 25% | 25% |
Income tax at statutory income tax rate | $ (27,430) | $ (194,533) | $ (56,156) |
Effect of non-deductible expenses and loss and super deduction expenses | (10,200) | 108,961 | 2,466 |
Effect of income tax exemptions and preferential tax rates | (47,062) | (68,090) | (98,368) |
Effect of income tax rate difference in other jurisdictions | 75,598 | 97,306 | 60,806 |
Change in valuation allowance | 29,105 | 453,348 | 21,355 |
Income tax (benefit) / expense | $ 20,011 | $ 396,992 | $ (69,897) |
INCOME TAXES - Tax Holiday (Det
INCOME TAXES - Tax Holiday (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
INCOME TAXES | |||
Increase in income tax expenses | $ 47,062 | $ 68,090 | $ 98,368 |
Net loss per common share-basic | $ (0.86) | $ (5.61) | $ (1.05) |
Net loss per common share-diluted | $ (0.86) | $ (5.61) | $ (1.05) |
INCOME TAXES - Additional infor
INCOME TAXES - Additional information (Details) $ in Thousands, ¥ in Millions, $ in Millions | 12 Months Ended | 36 Months Ended | 48 Months Ended | 72 Months Ended | 108 Months Ended | ||||||||||||
Feb. 28, 2023 HKD ($) | Feb. 28, 2023 USD ($) | Feb. 28, 2023 CNY (¥) | Feb. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 28, 2021 USD ($) | Dec. 31, 2020 | Feb. 29, 2020 USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2008 | Dec. 31, 2023 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2022 USD ($) | |
Income taxes | |||||||||||||||||
Deferred tax assets, valuation allowance | $ 601,843 | $ 570,215 | $ 570,215 | $ 601,843 | |||||||||||||
Uncertain tax positions | $ 0 | $ 0 | $ 0 | ||||||||||||||
Unrecognized tax benefits | $ 0 | ||||||||||||||||
Statute of limitation will be extended to five years under special circumstances | ¥ | ¥ 0.1 | ||||||||||||||||
PRC statutory income tax rate | 25% | 25% | 25% | 25% | 25% | ||||||||||||
Tax rate on dividends distributed by the foreign investment entities | 10% | 10% | 10% | ||||||||||||||
Beijing Lebai | |||||||||||||||||
Income taxes | |||||||||||||||||
HNTE tax rate (as a percent) | 25% | ||||||||||||||||
Hong Kong | |||||||||||||||||
Income taxes | |||||||||||||||||
Taxable income under tier one tax rate | $ 2 | ||||||||||||||||
Statutory rate - tier one | 8.25% | 8.25% | 8.25% | ||||||||||||||
Statutory rate - tier two | 16.50% | 16.50% | 16.50% | ||||||||||||||
PRC | |||||||||||||||||
Income taxes | |||||||||||||||||
Income tax rate (as a percent) | 25% | 25% | 25% | 25% | |||||||||||||
Operating loss carryforwards | $ 1,345,525 | ||||||||||||||||
Undistributed earnings | $ 2,776,339 | $ 3,112,055 | |||||||||||||||
PRC | TAL Beijing | |||||||||||||||||
Income taxes | |||||||||||||||||
HNTE tax rate (as a percent) | 15% | 15% | 15% | 15% | |||||||||||||
PRC | Yidu Huida | |||||||||||||||||
Income taxes | |||||||||||||||||
HNTE tax rate (as a percent) | 15% | ||||||||||||||||
Key Software Enterprise tax rate (as a percent) | 10 | ||||||||||||||||
PRC | Beijing Xintang Sichuang | |||||||||||||||||
Income taxes | |||||||||||||||||
HNTE tax rate (as a percent) | 15% | 15% | 15% | 15% | |||||||||||||
Key Software Enterprise tax rate (as a percent) | 10 | 10 | |||||||||||||||
PRC | Yizhen Xuesi | |||||||||||||||||
Income taxes | |||||||||||||||||
Income tax rate (as a percent) | 12.50% | 12.50% | 12.50% | ||||||||||||||
HNTE tax rate (as a percent) | 25% | ||||||||||||||||
PRC | Lebai Information. | |||||||||||||||||
Income taxes | |||||||||||||||||
Income tax rate (as a percent) | 12.50% | 12.50% | 12.50% | ||||||||||||||
PRC | Key Software Enterprise | TAL Beijing | |||||||||||||||||
Income taxes | |||||||||||||||||
Key Software Enterprise tax rate (as a percent) | 10 | 10 | |||||||||||||||
PRC | Key Software Enterprise | Yidu Huida | |||||||||||||||||
Income taxes | |||||||||||||||||
Key Software Enterprise tax rate (as a percent) | 10 | ||||||||||||||||
PRC statutory income tax rate | 25% | ||||||||||||||||
PRC | High And New Technology Enterprise | TAL Beijing | |||||||||||||||||
Income taxes | |||||||||||||||||
HNTE tax rate (as a percent) | 15% | 15% | 15% | ||||||||||||||
PRC statutory income tax rate | 15% | 15% | 15% | ||||||||||||||
PRC | High And New Technology Enterprise | Yidu Huida | |||||||||||||||||
Income taxes | |||||||||||||||||
HNTE tax rate (as a percent) | 15% | 15% | 15% | ||||||||||||||
PRC | High And New Technology Enterprise | Beijing Xintang Sichuang | |||||||||||||||||
Income taxes | |||||||||||||||||
PRC statutory income tax rate | 15% | 15% | 15% | ||||||||||||||
PRC | Yinghe Youshi | |||||||||||||||||
Income taxes | |||||||||||||||||
HNTE tax rate (as a percent) | 25% | 25% | 25% | 15% | 15% | 15% | 15% | 15% | 15% |
COMMON SHARES (Details)
COMMON SHARES (Details) $ in Thousands | 12 Months Ended | |||||||||
Jan. 22, 2021 USD ($) | Dec. 28, 2020 shares | Nov. 20, 2020 USD ($) | Nov. 12, 2020 shares | Apr. 30, 2023 USD ($) | Feb. 28, 2023 USD ($) class shares | Feb. 28, 2022 USD ($) shares | Feb. 28, 2021 USD ($) shares | Apr. 18, 2022 USD ($) | Apr. 27, 2021 USD ($) | |
COMMON SHARES | ||||||||||
Classes of common shares | class | 2 | |||||||||
Share repurchases | $ | $ 66,368 | $ 196,277 | $ 9,852 | |||||||
Proceeds from private placement | $ | 2,500,000 | |||||||||
Aggregate consideration | $ | $ 66,368 | $ 196,277 | $ 9,852 | |||||||
Maximum | ||||||||||
COMMON SHARES | ||||||||||
Share repurchases | $ | $ 803,700 | |||||||||
Class A Common shares | ||||||||||
COMMON SHARES | ||||||||||
Number of common share voting rights | one | |||||||||
Shares converted (in shares) | shares | 0 | 17,785,600 | 2,000 | |||||||
Shares issued | shares | 4,984,051 | 7,575,756 | 2,310,009 | 2,455,216 | 2,240,585 | |||||
Maximum repurchase amount | $ | $ 1,000,000 | |||||||||
Repurchase of shares | shares | 5,959,339 | 1,506,667 | 61,667 | |||||||
Proceeds from private placement | $ | $ 1,000,000 | $ 1,500,000 | ||||||||
Aggregate consideration | $ | $ 66,368 | $ 196,277 | $ 9,852 | |||||||
Class A Common shares | Share options | ||||||||||
COMMON SHARES | ||||||||||
Exercise of share options (in shares) | shares | 26,092 | 56,296 | 359,178 | |||||||
Class A Common shares | Maximum | ||||||||||
COMMON SHARES | ||||||||||
Maximum repurchase amount | $ | $ 500,000 | |||||||||
Class B Common shares | ||||||||||
COMMON SHARES | ||||||||||
Number of common share voting rights | ten | |||||||||
Conversion ratio of Class B into Class A | shares | 1 | |||||||||
Shares converted (in shares) | shares | 0 | 17,785,600 | 2,000 | |||||||
ADS | ||||||||||
COMMON SHARES | ||||||||||
Shares issued | shares | 6,930,027 | 7,365,648 | 6,721,755 | |||||||
ADS | Share options | ||||||||||
COMMON SHARES | ||||||||||
Exercise of share options (in shares) | shares | 78,276 | 168,888 | 1,077,534 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
Numerator: | |||
Net loss attributable to TAL Education Group's shareholders | $ (135,612) | $ (1,136,115) | $ (115,990) |
Numerator used for calculation of diluted net loss per share | $ (135,612) | $ (1,136,115) | $ (115,990) |
Denominator: | |||
Weighted average shares outstanding: Basic | 212,575,277 | 214,825,470 | 203,603,391 |
Denominator for diluted net loss per share | 212,575,277 | 214,825,470 | 203,603,391 |
Net loss per common share attributable to TAL Education Group's shareholders-basic | $ (0.64) | $ (5.29) | $ (0.57) |
Net loss per common share attributable to TAL Education Group's shareholders-diluted | $ (0.64) | $ (5.29) | $ (0.57) |
NET LOSS PER SHARE - Additional
NET LOSS PER SHARE - Additional information (Details) - shares | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
NET LOSS PER SHARE | |||
Antidilutive shares | 8,805,748 | 9,060,041 | 9,479,522 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Feb. 28, 2022 |
RELATED PARTY TRANSACTIONS | ||
Amounts due from related parties-current | $ 423 | $ 919 |
Amounts due from related parties-non-current | 77 | |
Amounts due to related parties-current | $ 100 | $ 205 |
RELATED PARTY TRANSACTIONS - Tr
RELATED PARTY TRANSACTIONS - Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
RELATED PARTY TRANSACTIONS | |||
Services fees | $ 299 | $ 2,948 | $ 3,745 |
Other revenue | $ 339 | 1,295 | 1,680 |
Purchase of equipment | $ 581 | $ 804 |
RELATED PARTY TRANSACTIONS - Du
RELATED PARTY TRANSACTIONS - Due to related parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
Related party investment payable | |||
RELATED PARTY TRANSACTIONS | |||
Impairment loss | $ 293 | $ 2,135 | $ 16,087 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Feb. 28, 2023 USD ($) |
COMMITMENTS AND CONTINGENCIES | |
February 2024 | $ 5,177 |
February 2025 | 4,241 |
February 2026 | 2,654 |
February 2027 | 2,261 |
February 2028 | 1,855 |
Thereafter | 4,239 |
Total | $ 20,427 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
COMMITMENTS AND CONTINGENCIES | ||
Investment commitment for several long-term investments under various arrangements | ||
Accrual for contingency loss | 0 | |
Capital commitment | ||
COMMITMENTS AND CONTINGENCIES | ||
Capital commitment for construction of property and purchase of property, plant and equipment | 193,659 | |
Amount within one year for the capital commitment | 133,483 | |
Amount thereafter for the capital commitment | 60,176 | |
Investment commitment | ||
COMMITMENTS AND CONTINGENCIES | ||
Investment commitment for several long-term investments under various arrangements | $ 1,083 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) | 12 Months Ended |
Feb. 28, 2023 segment | |
SEGMENT INFORMATION | |
Operating segments | 1 |
Reporting segments | 1 |
MAINLAND CHINA CONTRIBUTION P_2
MAINLAND CHINA CONTRIBUTION PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
MAINLAND CHINA CONTRIBUTION PLAN | |||
Contribution plan | $ 99,349 | $ 323,292 | $ 289,416 |
STATUTORY RESERVES AND RESTRI_2
STATUTORY RESERVES AND RESTRICTED NET ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
STATUTORY RESERVES AND RESTRICTED NET ASSETS | ||
Appropriation of after tax income to statutory surplus reserve per annum | 10% | |
Reserve level threshold for mandatory transfer percentage | 50% | |
Minimum appropriation of after tax income to development fund for profit of private schools | 10% | |
Minimum appropriation of annual increase of net assets to development fund for non-profit private schools | 10% | |
Appropriations to statutory surplus reserve | $ 40,489 | |
Reverse appropriation to statutory surplus reserve | $ 802 | |
Reverse appropriation to development fund | 7,412 | |
Appropriations to development fund | 6,793 | |
Paid-in capital of Company's PRC subsidiaries, VIEs and VIEs' subsidiaries | 694,817 | 789,132 |
Statutory reserve of Company's PRC subsidiaries, VIEs and VIEs' subsidiaries | 160,353 | 154,362 |
Total of restricted net assets of Company's PRC subsidiaries, VIEs and VIEs' subsidiaries | $ 855,170 | $ 943,494 |
SHARE-BASED COMPENSATION - (Det
SHARE-BASED COMPENSATION - (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2010 | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
SHARE-BASED COMPENSATION | |||||
Shares authorized (as percent of total issued and outstanding) | 5% | 5% | |||
Shares authorized threshold (as percent of outstanding) | 1% | 1% | |||
Share-based compensation expense | $ 108,571 | $ 174,832 | $ 204,945 | ||
Share options, exercised intrinsic value | 242 | 6,034 | 74,154 | ||
Share options, vested fair value | 2,490 | 4,029 | 4,315 | ||
Share options | |||||
SHARE-BASED COMPENSATION | |||||
Share-based compensation expense | 3,497 | $ 4,089 | $ 3,979 | ||
Unrecognized compensation expense | $ 7,997 | ||||
Unrecognized compensation expense recognition period (in years) | 3 years 6 months | ||||
Share options granted (in shares) | 579,661 | 115,690 | 82,003 | ||
Share options low limit (per share) | $ 0.03 | $ 40 | $ 208.41 | ||
Share options high limit (per share) | $ 18.32 | $ 175.14 | $ 239.01 | ||
Non-vested shares - service condition | |||||
SHARE-BASED COMPENSATION | |||||
Granted (in shares) | 2,891,157 | 5,685,826 | 1,737,898 | ||
Share-based compensation expense | $ 93,466 | $ 125,596 | $ 146,410 | ||
Unrecognized compensation expense recognition period (in years) | 3 years 4 months 24 days | ||||
Non-vested shares fair value | $ 114,050 | 145,265 | 111,331 | ||
Non vested unrecognized compensation expense | $ 192,498 | ||||
Non-vested shares - performance condition | |||||
SHARE-BASED COMPENSATION | |||||
Granted (in shares) | 7,079 | ||||
Share-based compensation expense | $ 11,608 | 45,147 | 54,556 | ||
Unrecognized compensation expense recognition period (in years) | 2 years 9 months 18 days | ||||
Non-vested shares fair value | $ 20,157 | $ 65,961 | $ 0 | ||
Non vested unrecognized compensation expense | $ 26,329 | ||||
Minimum | Share options | |||||
SHARE-BASED COMPENSATION | |||||
Vesting (in years) | 3 years | 3 years | 4 years | ||
Share options expiration (in years) | 8 years | ||||
Minimum | Non-vested shares - service condition | |||||
SHARE-BASED COMPENSATION | |||||
Vesting (in years) | 0 years | 0 years | 1 year | ||
Minimum | Non-vested shares - performance condition | |||||
SHARE-BASED COMPENSATION | |||||
Vesting (in years) | 0 years | ||||
Maximum | Share options | |||||
SHARE-BASED COMPENSATION | |||||
Vesting (in years) | 5 years | 6 years | 6 years | ||
Share options expiration (in years) | 12 years | ||||
Maximum | Non-vested shares - service condition | |||||
SHARE-BASED COMPENSATION | |||||
Vesting (in years) | 10 years | 8 years | 6 years | ||
Maximum | Non-vested shares - performance condition | |||||
SHARE-BASED COMPENSATION | |||||
Vesting (in years) | 4 years |
SHARE-BASED COMPENSATION - Non-
SHARE-BASED COMPENSATION - Non- vested shares granted (Details) - $ / shares | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
Non-vested shares - service condition | |||
Number of non-vested shares | |||
Outstanding at the beginning of the period (in shares) | 8,234,467 | ||
Granted (in shares) | 2,891,157 | 5,685,826 | 1,737,898 |
Forfeited (in shares) | 1,343,851 | ||
Vested (in shares) | 2,179,432 | ||
Outstanding at the end of the period (in shares) | 7,602,341 | 8,234,467 | |
Weighted average grant date fair value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 50.55 | ||
Granted (in dollars per share) | 11.16 | ||
Forfeited (in dollars per share) | 43.59 | ||
Vested (in dollars per share) | 52.33 | ||
Outstanding at the end of the period (in dollars per share) | $ 36.29 | $ 50.55 | |
Non-vested shares - performance condition | |||
Number of non-vested shares | |||
Outstanding at the beginning of the period (in shares) | 359,149 | ||
Granted (in shares) | 7,079 | ||
Forfeited (in shares) | 52,238 | ||
Vested (in shares) | 130,577 | ||
Outstanding at the end of the period (in shares) | 183,413 | 359,149 | |
Weighted average grant date fair value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 164.42 | ||
Granted (in dollars per share) | 195.51 | ||
Forfeited (in dollars per share) | 179.43 | ||
Vested (in dollars per share) | 154.37 | ||
Outstanding at the end of the period (in dollars per share) | $ 168.50 | $ 164.42 |
SHARE-BASED COMPENSATION - Fair
SHARE-BASED COMPENSATION - Fair value (Details) - $ / shares | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
Options granted using Black-Scholes option-pricing model | |||
Expected dividend yield | 0% | 0% | 0% |
Minimum | |||
Options granted using Black-Scholes option-pricing model | |||
Risk-free interest rate | 2.80% | 0.96% | 0.31% |
Expected life (years) | 6 years 1 month 17 days | 6 years | 6 years 3 months |
Volatility | 64.80% | 37.40% | 35.80% |
Fair value of options at grant date per share | $ 7.98 | $ 4.02 | $ 65.55 |
Maximum | |||
Options granted using Black-Scholes option-pricing model | |||
Risk-free interest rate | 2.88% | 1.06% | 0.51% |
Expected life (years) | 6 years 6 months 25 days | 6 years 6 months | 7 years 5 months 4 days |
Volatility | 68.40% | 58.30% | 35.90% |
Fair value of options at grant date per share | $ 8.83 | $ 74.82 | $ 90.06 |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Options (Details) - Share options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
SHARE-BASED COMPENSATION | ||
Number of shares, Outstanding | 466,425 | |
Number of shares, Granted | 579,661 | |
Number of shares, Exercised | 26,092 | |
Number of shares, Outstanding | 1,019,994 | 466,425 |
Number of shares, Vested and expected to vest | 1,019,994 | |
Number of shares, Exercisable | 390,008 | |
Weighted average exercise price, Outstanding | $ 20 | |
Weighted average exercise price, Granted | 1.54 | |
Weighted average exercise price, Exercised | 6.41 | |
Weighted average exercise price, Outstanding | 9.88 | $ 20 |
Weighted average exercise price, Vested and expected to vest | 9.88 | |
Weighted average exercise price, Exercisable | $ 17.67 | |
Aggregate average remaining contractual life (Years), Outstanding | 7 years 8 months 1 day | 6 years 6 months 14 days |
Aggregate average remaining contractual life (Years), Vested and expected to vest | 7 years 8 months 1 day | |
Aggregate average remaining contractual life (Years), Exercisable | 5 years 8 months 23 days | |
Aggregate intrinsic value, Outstanding | $ 14,898 | $ 1,049 |
Aggregate intrinsic value, Vested and expected to vest | 14,898 | |
Aggregate intrinsic value, Exercisable | $ 3,859 |
SHARE-BASED COMPENSATION - Expe
SHARE-BASED COMPENSATION - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
SHARE-BASED COMPENSATION | |||
Share-based compensation expense | $ 108,571 | $ 174,832 | $ 204,945 |
Cost of revenues | |||
SHARE-BASED COMPENSATION | |||
Share-based compensation expense | 11,319 | 1,134 | 1,803 |
Selling and marketing expenses | |||
SHARE-BASED COMPENSATION | |||
Share-based compensation expense | 30,662 | 53,850 | 56,609 |
General and administrative expenses | |||
SHARE-BASED COMPENSATION | |||
Share-based compensation expense | $ 66,590 | $ 119,848 | $ 146,533 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Option Exercise Price Adjustment (Details) - Stock option exercise price adjustment $ / shares in Units, $ in Thousands | 1 Months Ended |
Sep. 30, 2021 USD ($) $ / shares shares | |
SHARE-BASED COMPENSATION | |
Per share fair value of common stock | $ 3 |
Share options granted (in shares) | shares | 194,059 |
Incremental stock-based compensation expense | $ | $ 2,084 |
Minimum | |
SHARE-BASED COMPENSATION | |
Per share fair value of common stock | $ 14.49 |
Maximum | |
SHARE-BASED COMPENSATION | |
Per share fair value of common stock | $ 239.01 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||
May 31, 2023 | May 31, 2023 | Apr. 30, 2024 | Feb. 28, 2023 | Feb. 28, 2022 | Feb. 28, 2021 | |
SUBSEQUENT EVENT | ||||||
Maximum repurchase amount | $ 66,368 | $ 196,277 | $ 9,852 | |||
Aggregate consideration | $ 66,368 | $ 196,277 | $ 9,852 | |||
Subsequent Event | ||||||
SUBSEQUENT EVENT | ||||||
Maximum repurchase amount | $ 737,400 | |||||
Number of shares repurchased | 8,645,334 | |||||
Aggregate consideration | $ 151,300 | |||||
Consideration paid | $ 22,900 | $ 25,800 |