0001558370-23-007137 | 10-K | XBRL Viewer

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Feb. 28, 2023

Basis of Presentation and Summary of Significant Accounting Policies.

Basis of Presentation and Principles of Consolidation

(a)Basis of Presentation and Principles of Consolidation

Accolade’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Through the acquisition of PlushCare, Inc. (PlushCare), the Company has various administrative service agreements (ASA) with professional medical corporations established in California, Illinois, Wyoming, and New Jersey (PC). The PCs employ or contract with medical providers who provide services via the Company’s technology platform. The ASAs are evergreen and are terminable by the parties for breach or bankruptcy. Through the ASAs, the Company provides non-clinical administrative services to the PCs and manages the economic activities that most significantly affect PCs. The PCs retain control over the provision of medical services and the PC’s clinical personnel.

The PCs are variable interest entities (VIE) to the Company. Under Accounting Standards Codification Subtopic 810 – Consolidation, the Company is considered the PC’s primary beneficiary because the Company has the power to direct the activities that most significantly impact the VIE’s economic performance and absorbs the residual benefits and losses from the VIE’s operations. Consequently, the Company consolidates the operations of the PCs. PC assets were $29,847 as of February 28, 2023. These assets consisted primarily of cash of $25,896, which may only be used to settle the obligations of the PCs. PC liabilities were $36,377 as of February 28, 2023 and consisted primarily of amounts due to Accolade, Inc. of $30,372.

The PCs and the Company are independent entities, and as such creditors of the PCs do not have recourse against the Company in the event of default by the PCs. Additionally, the PCs’ non-cash assets are available to the Company to satisfy obligations or for other corporate purposes.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including the fair value of assets acquired and liabilities assumed for business combinations, unbilled revenues and deferred revenues, certain accrued expenses, stock-based compensation, assessment of the useful life and recoverability of long-lived assets, income taxes, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, assessment of the recoverability of goodwill, and the reported amounts of revenues and expenses during the reporting period. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s financial statements will be affected.

Comprehensive Loss

(c)Comprehensive Loss

For the fiscal years ended February 28, 2023, 2022, and 2021, there was no difference between comprehensive loss and net loss.

Fair Value of Financial Instruments

(d)Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments, including cash equivalents, accounts receivable, unbilled revenue, other current assets, accounts payable, and accrued expenses approximates fair value due to the short-term nature of those instruments.

The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

●

Level 1 — Quoted prices in active markets for identical assets or liabilities.

●

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 — Inputs that are generally unobservable and typically reflect the Company’s estimate of assumptions that market participants would use in pricing the asset or liability.

Cash and Cash Equivalents

(e)	Cash and Cash Equivalents

Cash and cash equivalents is comprised of cash in banks and highly liquid investments, including U.S. treasury bills purchased with an original maturity of three months or less. Cash equivalents consist of investments in money market funds for which the carrying amount approximates fair value, due to the short maturities of these instruments.

Marketable Securities

(f)	Marketable Securities

The Company classifies its marketable securities as available-for-sale, which include U.S. treasury bills with original maturities of greater than three months. These securities are carried at fair market value. There were no purchases or sales of marketable securities during the year ended February 28, 2023. The total unrecognized gain related to the marketable securities was inconsequential during the year ended February 28, 2022.

Accounts Receivable and Unbilled Revenue

(g)Accounts Receivable and Unbilled Revenue

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company does not have any off-balance-sheet credit exposure related to its customers. The Company records unbilled revenue for services performed on contracts for amounts not yet billed to customers.

Property and Equipment

(h)Property and Equipment

Property and equipment are recorded at cost. Property and equipment are depreciated on a straight-line basis over their estimated useful lives.

Useful lives for property and equipment are as follows:


Property and Equipment	Estimated Useful Life
Office equipment and furniture			7	years
Computer equipment	3	-	5	years
Computer software	3	-	5	years
Leasehold improvements	Lesser of estimated useful life or remaining lease term

Capitalized Internal-Use Software Costs

(i)Capitalized Internal-Use Software Costs

Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, including tools that enable the Company’s employees to interact with members and their providers, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs related to minor upgrades, minor enhancements, and maintenance activities are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Internal-use software is included in property and equipment and is amortized on a straight-line basis over 3 years.

For the fiscal years ended February 28, 2023, 2022, and 2021, the Company capitalized $5,709, $1,096, and $374, respectively, for internal-use software. Amortization expense related to capitalized internal-use software during the fiscal years ended February 28, 2023, 2022, and 2021 was $1,196, $2,387, and $4,560, respectively.

Impairment of Long Lived Assets

(j)Impairment of Long-Lived Assets

The Company reviews long-lived assets, such as property and equipment and finite-lived intangibles, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized for the amount by which the carrying value of the asset exceeds the fair value of the asset. There were no long-lived asset impairment charges recorded during the fiscal years ended February 28, 2023, 2022, and 2021.

Intangible Assets

(k)Intangible Assets

The Company has acquired intangible assets through various acquisitions. Intangible assets are recorded at fair value on the date of acquisition and are subject to amortization over the estimated useful lives of each asset. Estimates of fair value and useful lives are based on historical factors, current circumstances, and the experience and judgment of management. Estimates and assumptions used to value intangible assets are evaluated by management on an ongoing basis.

Goodwill

(l)Goodwill

Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized, but is subject to evaluations of its recoverability annually and upon the identification of a triggering event. The Company has a single reporting unit and all goodwill relates to that reporting unit.

The Company performs an impairment analysis of goodwill on an annual basis in the fourth quarter of each fiscal year or more frequently if changes in circumstances or the occurrence of events suggest that an impairment exists. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded. A goodwill impairment loss was recorded during the first quarter of fiscal 2023. See Note 5 for further information. The Company did not recognize a goodwill impairment charge in the fiscal years ended February 28, 2022 and 2021.

Revenue and Deferred Revenue

(m)Revenue and Deferred Revenue

Revenue Recognition

The Company generates revenue by providing customers access to its advocacy, expert medical opinion, and virtual primary care services, as well as through utilization of its expert medical opinion and virtual primary care services. Contracts with customers that include expert medical opinion or virtual primary care services may contain either an access fee, a utilization-based fee, or both.

In accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, the Company recognizes revenue when control of the promised services is transferred to its customers, in an amount that reflects the consideration to which it expects to be entitled in exchange for those services. Accordingly, the Company determines revenue recognition through the following steps:

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identification of the contract, or contracts with a customer;

●

identification of the performance obligations in the contract;

●

determination of the transaction price;

●

allocation of the transaction price to the performance obligations in the contracts; and

●

recognition of revenue when, or as, the Company satisfies a performance obligation.

At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on overall pricing objectives, taking into consideration market conditions and other factors, using an expected cost plus margin approach. The Company considered the variable consideration allocation exception in ASC 606 for its advocacy contracts and concluded that such exception for allocating variable consideration to distinct performance obligations or distinct time periods within a series was not met primarily due to variability in its per-member-per-month (PMPM) pricing.

The majority of fees earned by the Company are considered to be variable consideration due to both the uncertainty regarding the total number of members, consultations or visits for which the Company will invoice the customer, as well as the variable PMPM fees that are dependent upon the achievement of performance metrics and/or healthcare cost savings. Performance metrics are measured monthly, quarterly, or annually, and with respect to the achievement of healthcare cost savings targets, annually (typically measured on a calendar year basis). Accordingly, at contract inception and on an ongoing basis, as part of the Company’s estimate of the transaction price, the Company determines whether any such fees should be constrained, and the Company includes the estimated consideration for those fees to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur (and is therefore considered to be unconstrained). Consideration related to the Company’s achievement of healthcare cost savings is typically constrained until the end of the applicable calendar year due to uncertainty related to factors outside of the Company’s control. Consideration related to other performance metrics is typically not constrained based on the Company’s prior success of achieving such metrics. On an ongoing basis, the Company reassesses its estimates for variable consideration, which can change based upon its assessment of the achievement of performance metrics and healthcare cost savings, as well as the number of members, consultations, or visits.

Access Fees

The Company generates revenue primarily from contracts with customers to access the Company’s advocacy, expert medical opinion, and virtual primary care services. The Company prices access fees primarily using a recurring PMPM fee, typically with a portion of the fee calculated as the product of a fixed rate times the number of members (fixed PMPM fee), plus a variable PMPM fee calculated as the product of a variable rate times the number of members (variable PMPM fee). The fees associated with the variable PMPM fee can be earned through the achievement of performance metrics and/or the realization of healthcare cost savings resulting from use of the Company’s services. Collectively, the fixed PMPM fee and variable PMPM fee are referred to as the total PMPM fee. The Company’s PMPM pricing varies by contract. In certain contracts, the maximum total PMPM fee varies during the contract term (total PMPM rate increases or decreases annually), while in other contracts, the total PMPM maximum fee is consistent over the term, yet the fixed and variable portions vary. For example, in certain contracts the fixed PMPM fee increases on an annual basis while the variable PMPM fee decreases on an annual basis, resulting in the same total PMPM fee throughout the term of the contract. The PMPM fees for expert medical opinion and virtual primary care services may be tiered based upon the customer’s utilization.

Access to the Company’s services represent a single stand-ready performance obligation. The Company’s contracts include stand-ready services to provide eligible participants with access to the Company’s services and to perform an unspecified quantity of interactions with members during the contract period. Accordingly, the Company’s services are generally viewed as stand-ready performance obligations comprised of a series of distinct daily services that are substantially the same and have the same pattern of transfer. For advocacy services, the Company satisfies these performance obligations over time and recognizes revenue related to its services as the services are provided using a measure of progress based upon the actual number of members eligible for the service during the respective period as a percentage of the estimated members expected to be eligible for the service over the term of the contract. The Company believes a measure of progress based on the number of members is the most appropriate measurement of control of the services being transferred to the customer as the amount of internal resources necessary to stand-ready is directly correlated to the number of members who can use the services.

For the majority of expert medical opinion services, the Company satisfies these performance obligations over time and recognizes revenue in the amount of consideration for which it has the right to invoice using the as-invoiced practical expedient. Access fees also include access to the Company’s virtual primary care services sold directly to

consumers on a monthly or yearly fixed fee subscription basis. For these services, the Company satisfies these stand-ready performance obligations over time and recognizes revenue ratably over the subscription period.

Utilization-based fees

The Company also generates revenue when members utilize the expert medical opinion and virtual primary care services that are billed based on utilization. Many, but not all, contracts with customers contain utilization-based fees. For any utilization-based fees, the Company satisfies these performance obligations over time and recognizes revenue in the amount of consideration for which it has the right to invoice using the as-invoiced practical expedient for any consultations or visits sold to commercial customers as well as any non-insured consultations or visits related to virtual primary care services sold directly to consumers. For any consultations or visits that are paid through insurance claims, the Company recognizes revenue as the consultations and visits occur in an amount that reflects the consideration that is expected based upon then-current prices and historical experience from insurance payors.

Deferred Revenue

The Company typically invoices its customers in advance of the services performed on a monthly or quarterly basis, and the amount invoiced typically represents the maximum total PMPM fee for the estimated number of eligible members over the applicable invoice period. The total PMPM fee covers the stand-ready services in the Company’s typical contracts (i.e., the performance obligations are not separately priced or invoiced). The maximum total PMPM fee that is invoiced includes both the fixed PMPM fee and the variable PMPM fee related to the performance metrics and/or the realization of healthcare cost savings that can be achieved during the period. These fees are classified as deferred revenue on the Company’s consolidated balance sheet until such time that revenue can be recognized. In the event the Company fails to satisfy any of the performance metrics and/or realization of healthcare cost savings that are billed in advance, the Company will refund the applicable portion of the fee or offset the amount against a future invoice. These amounts are included in due to customers on the Company’s consolidated balance sheet. The Company’s accounts receivable represent rights to consideration that are unconditional.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents, and marketable securities. The Company maintains its cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. The Company invests its cash equivalents in highly rated money market funds and U.S. treasury bills with original maturities of three months or less. Marketable securities are comprised of U.S. treasury bills with original maturities greater than three months. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash, cash equivalents, and marketable securities and performs periodic evaluations of the credit standing of such institutions.

Significant customers are those which represent 10% or more of the Company’s revenue during the period. For each significant customer, revenue as a percentage of total revenue was as follows:


	Year Ended February 28,
	2023		2022		2021
Customer 1	*	%	*	%	16.0	%
Customer 2	*	%	*	%	11.8	%
Customer 3	*	%	*	%	10.2	%
Customer 4	*	%	*	%	9.8	%
Total	*	%	*	%	47.8	%

*For the fiscal years ended February 28, 2023 and 2022, no customer represented 10% or more of the Company’s revenue.

Stock Based Compensation

(o)Stock-Based Compensation

The Company recognizes compensation cost for awards to employees, nonemployee directors, consultants, and advisors based on the grant date fair value of stock-based awards on a straight-line basis over the period during which an award holder is required to provide service in exchange for the award. The Company estimates the fair value of each employee stock option on the date of grant using the Black-Scholes option pricing model.

Cost of Revenue, excluding Depreciation and Amortization

(p)Cost of Revenue, excluding Depreciation and Amortization

Cost of revenue, excluding depreciation and amortization, consists primarily of personnel costs including salaries, wages, overtime, bonuses, stock-based compensation expense, and benefits, as well as software and tools for telephony, business analytics, allocated overhead costs, and other expenses related to delivery and implementation of the Company’s personalized technology-enabled solutions.

Product and Technology

(q)Product and Technology

Product and technology expenses consist of personnel expenses, including salaries, bonuses, stock-based compensation expense, and benefits for employees and contractors for engineering, product, and design teams, and allocated overhead costs, as well as costs of software and tools for business analytics, data management, and IT applications that are not directly associated with delivery of the Company’s solutions to customers.

Income Taxes

(r)Income Taxes

The provision for income taxes was determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the period. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date.

In evaluating the ability to realize deferred tax assets, the Company relies on taxable income in prior carryback years, the future reversals of existing taxable temporary differences, future taxable income, and tax planning strategies.

Consistent with the provisions of FASB ASC Topic 740, Income Taxes, the Company does not recognize a tax benefit for a tax position in its financial statements unless it has concluded that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position; and that the amount of tax benefit recognized is measured at the largest amount of the tax benefit that, in the Company’s judgment, is greater than 50% likely to be realized. U.S. GAAP requires the evaluation of tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions will more likely than not be sustained by the Company upon challenge by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold and that would result in a tax benefit or expense to the Company would be recorded as a tax benefit or expense in the current period. A reconciliation is not provided herein, as the beginning and ending amounts of unrecognized benefits are $0, with no additions, reductions, or settlements during the year. Tax years 2010 through present remain subject to examination by the U.S. and state taxing authorities.

Segments

(s)Segments

The Company’s chief operating decision maker, its Chief Executive Officer, reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable segment.

As of February 28, 2023, 2022, and 2021, substantially all of Accolade’s long-lived assets were located in the United States, and all revenue was earned in the United States.

Leases

(t)Leases

Whenever the Company enters into a new arrangement, it determines, at the inception date, whether the arrangement is or contains a lease. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the right to direct the use of, and obtain substantially all the economic benefits from, the use of the underlying asset.

If a lease exists, the Company then determines the separate lease and non-lease components of the arrangement. Each right to use an underlying asset conveyed by a lease arrangement should generally be considered a separate lease component if it both: (i) can benefit the Company without depending on other resources not readily available to the Company and (ii) does not significantly affect, and is not significantly affected by, other rights of use conveyed by the lease. Aspects of a lease arrangement that transfer other goods or services to the Company but do not meet the definition of lease components are considered non-lease components. The consideration owed by the Company pursuant to a lease arrangement is generally allocated to each lease and non-lease component for accounting purposes. However, the Company has elected, for all of its leases, to not separate lease and non-lease components.

For each lease, the Company then determines the lease term, the present value of lease payments, and the classification of the lease as either an operating or finance lease. The lease term is the period of the lease not cancellable by the Company, together with periods covered by: (i) renewal options the Company is reasonably certain to exercise, (ii) termination options the Company is reasonably certain not to exercise, and (iii) renewal or termination options that are controlled by the lessor.

The present value of lease payments is calculated based on:

(1)

Lease payments – Lease payments included in the measurement of the lease asset or liability comprise the following: fixed payments (including in-substance fixed payments), and the exercise price of a lessee option to purchase the underlying asset if the lessee is reasonably certain to exercise.

(2)

Discount rate – the discount rate is determined based on information available to the Company upon the commencement of the lease. Lessees are required to use the rate implicit in the lease whenever such rate is readily available; however, as the implicit rate in the Company’s leases is generally not readily determinable, the Company generally uses the incremental borrowing rate it would have to pay to borrow an amount equal to the lease payments, on a collateralized basis, over a timeframe similar to the lease term.

In making the determination of whether a lease is an operating lease or a finance lease, the Company considers the lease term in relation to the economic life of the leased asset, the present value of lease payments in relation to the fair value of the leased asset and certain other factors, including the lessee’s and lessor’s rights, obligations, and economic incentives over the term of the lease.

The Company does not recognize leases with an initial term of 12 months or less on its consolidated balance sheets and recognizes these payments in the consolidated statements of operations on a straight-line basis over the lease term. Certain leases contain variable payments which are based on usage or operating costs, such as utilities and maintenance. These payments are not included in the measurement of the lease liability or corresponding right-of-use asset due to the uncertainty of the payment amount and are recorded as lease expense in the period incurred.

Recently Issued Accounting Standards

(u)Recently Issued Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance when measuring the fair value of an equity security subject to contractual sale restrictions that prohibit the sale of an equity security and requires

certain disclosures for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. This guidance is effective for annual reporting periods, including interim periods, beginning after December 15, 2023, with early adoption permitted. The provisions of ASU 2022-03 are to be applied prospectively with any adjustments made to earnings on the date of adoption. The Company is currently evaluating the impact, if any, of this guidance on its financial statements.

Leases - Components of operating lease cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Operating lease cost	$ 7,575	$ 7,169
Variable lease cost	2,042	1,691
Total lease cost	$ 9,617	$ 8,860
Maximum
Remaining lease term	7 years

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Income Taxes
Federal income tax expense at statutory tax rate	21.00%	21.00%	21.00%
Deferred Tax Asset, Interest Carryforward	$ 3,092	$ 3,082
Reversal of Deferred Tax Liability	3,899
Deferred Tax Asset, Interest Carryforward	$ 3,092	$ 3,082

Income Taxes

12 Months Ended

Feb. 28, 2023

Income Taxes

Income Taxes

(14) Income Taxes

Income (loss) before income taxes consists of the following components:


	Year Ended February 28,
	2023		2022		2021
Domestic	$	(463,848)	$	(129,569)	$	(50,934)
Foreign		574		806		286
Total	$	(463,274)	$	(128,763)	$	(50,648)

Significant components of income taxes are as follows:


	Year Ended February 28,
	2023		2022		2021
Current:
Federal	$	156	$	124	$	—
State and Local		90		76		37
Foreign		127		202		141
Total Current		373		402		178
Deferred:
Federal		(1,638)		(7,935)		—
State and Local		(2,359)		1,941		—
Foreign		—		(47)		(174)
Total deferred		(3,997)		(6,041)		(174)
Provision (benefit) for income taxes	$	(3,624)	$	(5,639)	$	4

A reconciliation of income tax expense at the U.S. Federal statutory income tax rate to actual income tax provision is as follows:


	Year Ended February 28,
	2023		2022		2021
Federal income tax expense at statutory tax rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal tax benefit	2.8		4.5		4.6
Change in state rate	(2.1)		—		—
Stock-based compensation	(0.3)		0.8		(0.2)
Transaction costs	—		(1.1)		0.0
Contingent consideration	—		1.1		—
Goodwill impairment	(8.6)		—		—
Changes in valuation allowances	(11.9)		(21.9)		(25.4)
Other	(0.1)		—		—
Effective Income Tax Rate	0.8	%	4.4	%	0.0	%

Income tax (expense) benefit for the fiscal years ended February 28, 2023, 2022, and 2021 differ from the U.S. statutory income tax rate primarily due to changes in valuation allowances, state income taxes, goodwill impairment, and stock based compensation.

The tax benefit for the year ended February 28, 2023 relates to the partial release of the reversal of the deferred tax liability associated with the basis difference in goodwill from the 2nd.MD acquisition. The goodwill impairment recorded in the first quarter of fiscal 2023 required the Company to reverse that deferred tax liability in the amount of $3,899 and recognize a tax benefit during the year ended February 28, 2023.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. The Company makes significant judgments regarding the realizability of its deferred tax assets (principally net operating losses). The carrying value of deferred tax assets is based on the Company’s assessment that it is more likely than not that the Company will

realize these assets after consideration of all available positive and negative evidence. Significant components of the Company’s deferred tax assets and liabilities at February 28, 2023 and 2022 are as follows:


	February 28,
	2023		2022
Deferred tax assets:
Net operating loss and tax credit carryforwards	$	113,740	$	114,272
Other accruals and reserves		5,599		5,210
Stock‑based compensation		32,741		16,353
Interest expense deduction limitation carryforward		3,092		3,082
Intangibles		6,248		—
Property, plant & equipment		869		578
Capitalized research and development		10,931		—
Lease liability		10,086		10,027
Other		—		94
Valuation allowance		(175,610)		(125,810)
Deferred tax assets		7,696		23,806
Deferred tax liabilities:
Operating lease right-of-use assets		(7,478)		(8,494)
Intangibles		—		(19,091)
Deferred tax liabilities		(7,478)		(27,585)
Net deferred taxes	$	218	$	(3,779)

Deferred tax liabilities are included in other noncurrent liabilities on the consolidated balance sheet. Net operating loss (NOL) carryforwards amounted to $453,323 and $422,481 for U.S. federal and $402,376 and $372,975 for U.S. states at February 28, 2023 and 2022, respectively. These NOL carryforwards related to the 2010 through current 2022 tax periods. At February 28, 2023, none of the NOL carryforwards were subject to expiration until 2030. The NOL carryforwards expiring in years 2030 through 2037 make up $59,213 of the recorded deferred tax asset. The remaining deferred tax asset relating to NOL carryforwards of $54,101 have an indefinite expiration. In addition to NOL carryforwards, research and development tax credit carryforwards amounted to $432 for U.S. federal and U.S. states at February 28, 2023. These tax credit carryforwards will expire in 2036. Under Section 382 of the Internal Revenue Code, the yearly utilization of a corporation’s NOL carryforwards may be limited following a change in ownership of greater than 50% (by value) over a three-year period. The yearly limitation is based on the value of the corporation immediately before the ownership change multiplied by the federal long-term tax-exempt rate. If a loss is not utilized in a year after an ownership change that yearly limit is carried forward to future years for the balance of the NOL carryforward period. As of February 28, 2023, the Company did not incorporate a yearly limitation under Section 382 as a recent study has not been completed.

Management assesses the available positive and negative evidence to estimate if a valuation allowance is required to be recorded against existing deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the Company’s brief operating history and the net losses incurred since inception, management does not believe that it is more likely than not that the Company will realize the benefits of these deductible differences in the U.S. As a result, a full valuation allowance has been provided at February 28, 2023 and 2022 for U.S. Federal and state tax purposes.

The following is a summary of NOL activity:


	Year Ending February 28,
	2023		2022
Balance at the beginning of the period	$	125,810	$	96,516
Increase due to NOLs and temporary differences		54,937		35,287
Decrease due to acquisitions		(5,137)		(5,993)
Balance at the end of the period	$	175,610	$	125,810

The Company has recorded a deferred tax asset of $3,092 for interest expense limited under the Tax Act at February 28, 2023. The interest expense limited has an unlimited carryforward period.

U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over tax basis of the investments in foreign subsidiaries that is indefinitely reinvested outside the U.S. The foreign subsidiary is identified as a branch for U.S. tax purposes, and therefore, a gross temporary difference for investment basis differences is not applicable.

The Company had no material accrual for uncertain tax positions or interest or penalties related to income taxes on the Company’s consolidated balance sheets at February 28, 2023 and 2022 and has not recognized any material uncertain tax positions or interest and/or penalties related to income taxes in the consolidated statement of operations for the years ended February 28, 2023, 2022, and 2021.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Restructuring

12 Months Ended

Feb. 28, 2023

Restructuring and Related Activities [Abstract]

Restructuring

(18) Restructuring

During the year ended February 28, 2023, the Company initiated several measures to accelerate the integration of recent acquisitions through strategic reductions in the Company’s workforce, including increasing hiring in lower cost regions to support its growth, scale, and profitability objectives. As a result, severance expense was recorded for the impacted employees.

The following table summarizes the amount of severance costs included in the consolidated statements of operations:


		Year Ended February 28,
		2023
Cost of revenue, excluding depreciation and amortization	$	1,025
Product and technology		2,149
Sales and marketing		1,948
General and administrative		1,943
Total severance costs	$	7,065

The following is a summary of the changes in severance liabilities related to the workforce reductions. These liabilities are included within accrued compensation on the consolidated balance sheets:


Balance as of March 1, 2022	$	—
Severance costs		7,065
Cash payments		(3,069)
Balance as of February 28, 2023	$	3,996

The Company expects remaining severance-related liabilities to be substantially paid out in cash during the first half of fiscal 2024. Additional expenses associated with these restructuring activities in fiscal 2024 are not expected to be material.

Equity-based Compensation

12 Months Ended

Feb. 28, 2023

Stock-based Compensation

Equity-based Compensation

(12) Equity-based Compensation

The following table summarizes the amount of stock-based compensation included in the consolidated statements of operations:


	Year Ended February 28,
	2023		2022		2021
Cost of revenue	$	4,794	$	3,197	$	948
Product and technology		24,995		18,744		3,387
Sales and marketing		17,275		12,822		2,376
General and administrative		25,580		38,176		2,865
Total stock‑based compensation	$	72,644	$	72,939	$	9,576

In July 2020, the Company adopted the 2020 Equity Incentive Plan (the Incentive Plan), which authorized the Company to grant up to 4,300,000 shares of common stock to eligible employees, directors, and consultants to the Company in the form of stock options, restricted stock units, and other various equity awards, including any shares subject to stock options or other awards granted under the Company’s prior stock option plan that expire or terminate for any reason (other than being exercised in full) or are cancelled in accordance with the terms of the prior stock option plan. The Incentive Plan also includes an annual evergreen increase, and the amount, terms of grants, and exercisability provisions are determined by the board of directors. The term of an award may be up to 10 years and options generally vest over four years, with one quarter of an award vesting one year after grant and the remainder vesting on a monthly basis over three years. As of February 28, 2023, there was a total of 9,211,901 shares of common stock authorized for issuance under the Incentive Plan, of which 1,488,576 were available for future grants.

(a)Stock Options

The Company recognizes stock-based compensation based on the grant date fair value of the awards and recognizes that cost using the straight-line method over the requisite service period of the award. The fair value of options, which vest in accordance with service schedules, is estimated on the date of grant using the Black-Scholes option pricing model. Prior to the Company’s IPO in July 2020, the absence of an active market for the Company’s common stock required it to estimate the fair value of the Company’s common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. The Company obtained contemporaneous third-party valuations to assist in determining the estimated fair value of its common stock. These contemporaneous third-party valuations used the methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Expected volatilities are based on historical volatilities of comparable companies. The expected term of the options is based on the simplified method outlined in the SEC Staff accounting guidance, under which the Company estimates the term as the average of the option’s contractual term and the option’s weighted average vesting period. The risk-free rate represents the yield on U.S. Treasury bonds with maturity equal to the expected term of the granted option. The Company accounts for forfeitures as they occur. All stock options outstanding at February 28, 2023 are expected to vest according to their specific schedules.

During the years ended February 28, 2023, 2022, and 2021, the Company recognized $11,798, $10,374, and $7,743, respectively, of compensation expense related to stock options. The Company did not capitalize any stock-based compensation expense to deferred costs for the years ended February 28, 2023, 2022 and 2021. The weighted average grant date fair value for stock options granted during the years ended February 28, 2023, 2022, and 2021 was $5.10, $28.59, and $11.42, respectively. The fair value of the Company’s option grants is estimated at the grant date using the Black-Scholes option-pricing model based on the following assumptions:


	Year Ended February 28,
	2023	2022	2021
Estimated fair value of common stock	$5.13-$8.54	$13.59-$31.95	$9.62-$31.27
Exercise price	$8.03-$14.05	$23.50-$53.38	$15.40-$50.88
Expected volatility	64%-70%	63%-68%	68%-78%
Expected term (in years)	6.08	6.08	5.00-6.25
Risk‑free interest rate	2.71%-4.14%	1.29%-1.39%	0.30%-0.64%
Dividend yield	—	—	—

The following is a summary of stock option activity under the Option Plan and Incentive Plan:


				Weighted
		Weighted‑		Remaining		Aggregate
		Average		Contractual		Intrinsic
	Stock Options	Exercise Price		Life In Years		Value
Balance, February 29, 2020	7,996,056
Granted	2,167,775	$	17.47
Exercised	(1,182,099)	$	5.98
Forfeited	(257,963)	$
Balance, February 28, 2021	8,723,769
Granted	528,038	$	47.74
Exercised	(901,064)	$	9.37
Forfeited	(304,951)	$	14.87
Balance, February 28, 2022	8,045,792
Granted	915,081	$	8.06
Exercised	(346,518)	$	5.45
Forfeited	(563,836)	$	20.05
Balance, February 28, 2023	8,050,519			5.1	years	$	30,430
Vested and expected to vest as of February 28, 2023	7,893,273	$	10.43	5.4	years	$	30,106
Exercisable as of February 28, 2023	6,581,769	$	9.11	4.3	years	$	27,765

The aggregate intrinsic value of stock options exercised was $1,801, $29,964, and $32,972 for the years ended February 28, 2023, 2022, and 2021 respectively. As of February 28, 2023, approximately $13,959 of unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 1.7 years.

During June 2020, the Company issued 525,907 fully-vested stock options in lieu of cash payments related to the Company’s fiscal 2020 bonus with a value of $5,735. These options are included in the table above.

(b)PlushCare Stock Options

In connection with the acquisition of PlushCare, the Company assumed all stock options that were awarded under the PlushCare Plan and that were outstanding as of the closing of the acquisition. These options were converted into options to purchase the Company’s common stock at a ratio determined in the purchase agreement. The Company has no intent to grant any further options under the PlushCare Plan beyond the options granted and outstanding as of the Company's acquisition of PlushCare. The following is a summary of stock option activity under the PlushCare Plan:


		Weighted		Weighted
		average		remaining		Aggregate
		exercise		contractual life		intrinsic
	Stock Options	price		in years		value
Assumed, June 9, 2021	325,992
Exercised	(50,506)	$	1.20
Forfeited	(7,765)	$	2.88
Balance, February 28, 2022	267,721
Exercised	(111,456)	$	1.65
Forfeited	(2,657)	$	2.61
Balance, February 28, 2023	153,608			6.7	years	$	1,456
Vested and expected to vest as of February 28, 2023	124,666	$	1.36	6.5	years	$	1,216
Exercisable as of February 28, 2023	95,519	$	1.15	6.3	years	$	951

For the years ended February 28, 2023 and 2022, the Company recognized $4,367 and $4,161, respectively, in compensation expense related to PlushCare stock options. As of February 28, 2023, approximately $2,707 of unrecognized compensation expense related to PlushCare stock options is expected to be recognized over a weighted

average period of 1.4 years. The aggregate intrinsic value of stock options exercised was $1,127 and $1,596 for the years ended February 28, 2023 and 2022, respectively.

(c)Restricted Stock Units

The Company issued 4,470,526, 2,257,433, and 191,415 time-based restricted stock units during the years ended February 28, 2023, 2022 and 2021, respectively. These time-based restricted stock units have generally been subject to a vesting period of two to four years. For two-year grants, one-eighth of an award generally vests quarterly for the first year after the grant with the remainder vesting ratably on a monthly basis over the subsequent year. For three-year grants, one-third of an award generally vests one year after grant with the remainder vesting ratably on a monthly basis over the subsequent two years. For four-year grants, one quarter of an award generally vests one year after grant and the remainder vests ratably on a monthly basis over the subsequent three years.

The following is a summary of activity for the years ended February 28, 2023, 2022, and 2021:


		Restricted Stock Units
Balance, February 29, 2020		—
Granted		191,415
Vested		(702)
Forfeited		—
Balance, February 28, 2021		190,713
Granted		2,257,433
Vested		(87,574)
Forfeited		(134,515)
Balance, February 28, 2022		2,226,057
Granted		4,470,526
Vested		(1,667,550)
Forfeited		(762,043)
Balance, February 28, 2023		4,266,990

For the years ended February 28, 2023, 2022 and 2021, the Company recognized $32,356, $23,309 and $842, respectively, in restricted stock unit compensation expense, with $61,274 remaining of total unrecognized compensation costs related to these awards as of February 28, 2023. The total unrecognized costs are expected to be recognized over a weighted-average term of 2.3 years. The weighted-average grant date fair value of restricted stock units granted during the years ended February 28, 2023, 2022 and 2021 was $8.76, $44.40, and $46.52, respectively.

In connection with the PlushCare acquisition, the agreement provides for the issuance of time-based restricted stock units for 64,694 shares of common stock to existing PlushCare shareholders, upon achievement of the contingent consideration revenue milestones. During the second quarter of fiscal 2023, 57,124 of these restricted stock units were issued. These restricted stock units are included in the table above.

In addition, during fiscal 2023, performance-based restricted stock units were approved to be issued as part of the Company’s corporate bonus program. These restricted stock units are expected to vest in full in fiscal 2024 in association with the Company’s fiscal 2023 corporate bonus payout. At February 28, 2023, 753,259 of these performance-based restricted stock units were approved. During the year ended February 28, 2023, the Company recorded $4,663 in stock-based compensation expense related to these performance-based restricted stock units.

(d)Employee Stock Purchase Plan

In July 2020, the Board of Directors adopted the Company’s 2020 Employee Stock Purchase Plan (the ESPP), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO. The

total shares of common stock initially reserved under the ESPP was limited to 1,100,000 shares. On March 1, 2022, there was an automatic annual increase, which increased the total available common shares to 2,327,976.

Under the ESPP, eligible employees can purchase the Company’s common stock through accumulated payroll deductions at such times as are established by the compensation committee. Eligible employees may purchase the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock on the first day of the offering period or on the last day of the offering period. Eligible employees may contribute up to 15% of their eligible compensation. Under the ESPP, a participant may not accrue rights to purchase more than $25,000 worth of the Company’s common stock for each calendar year in which such right is outstanding.

Employees who elect to participate in the ESPP commence payroll withholdings that accumulate through the end of the respective period. In accordance with the guidance in ASC 718-50 – Compensation – Stock Compensation, the ability to purchase shares of the Company’s common stock for 85% of the lower of the price on the first day of the offering period or the last day of the offering period (i.e. the purchase date) represents an option and, therefore, the ESPP is a compensatory plan under this guidance. Accordingly, share-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the withholding period. The Company recognized share-based compensation expense of $1,332, $1,749, and $991 during the years ended February 28, 2023, 2022 and 2021, respectively, related to the ESPP.

During the years ended February 28, 2023, 2022 and 2021, employees who elected to participate in the ESPP purchased a total of 560,345, 140,838, and 67,498 shares of common stock, respectively, resulting in cash proceeds to the Company of $2,927, $4,309, and $1,259, respectively. An additional $1,384 has been withheld via employee payroll deductions who have opted to participate in the next stock purchase plan period ending May 2023.

(e) Other

In connection with the acquisition of 2nd.MD (Note 4), several 2nd.MD individuals entered into agreements with the Company whereby these individuals are eligible to receive an aggregate of 608,332 shares that required continued employment with the Company. These shares are excluded from the above restricted stock units table. Included in the 608,332 shares are 281,531 shares that were also contingent upon the achievement of the contingent consideration milestones. These shares are considered compensatory in the post business combination periods due to the additional service requirement for these individuals. These shares vested 50% on the first anniversary of the acquisition date and 50% on the second anniversary of acquisition date. As a result of the achievement of certain revenue milestones (the contingent consideration milestones), a total of 256,418 of the eligible 281,531 shares will be issued to such shareholders, subject to the service requirements. As of February 28, 2023, there were 241,614 unvested shares outstanding with a grant date fair value of $46.56 per share subject to future service periods. The Company recognized stock-based compensation expense of $4,015 and $23,138 during the years ended February 28, 2023 and 2022, respectively, including $8,981 of accelerated expense related to certain separation and transition agreements entered into during fiscal 2022. As of March 3, 2023, there is no remaining unamortized compensation expense.

In connection with the acquisition of PlushCare (Note 4), certain PlushCare individuals entered into agreements with the Company whereby these individuals are eligible to receive an aggregate of 806,161 shares that require continued employment with the Company. These shares are excluded from the above restricted stock units table. These shares are considered compensatory in the post business combination periods due to the additional service requirement for these individuals. One third of these shares vested on the first anniversary of the acquisition date, one third will vest on the second anniversary of acquisition date, and one third will vest on the third anniversary of the acquisition date. As of February 28, 2023, there were 537,401 unvested shares outstanding with a grant date fair value of $52.52 per share. The Company recognized stock-based compensation expense of $14,113 and $10,208 during the years ended February 28, 2023 and 2022, respectively. The unamortized compensation expense of $18,018 will be recognized over a weighted average remaining period of 1.3 years.

Fair Value Measurements (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
Cash equivalents:
Convertible senior notes	$ 221,346
Money Market Funds
Cash equivalents:
Fair value	99,861	$ 131,527
Money Market Funds \| Level 1
Cash equivalents:
Fair value	99,861	131,527
United States treasury bills
Cash equivalents:
Fair value	39,995	99,999
United States treasury bills \| Level 1
Cash equivalents:
Fair value	$ 39,995	$ 99,999

Restructuring (Tables)

12 Months Ended

Feb. 28, 2023

Restructuring and Related Activities [Abstract]

Summary of the amount of severance costs included in the consolidated statements of operations


		Year Ended February 28,
		2023
Cost of revenue, excluding depreciation and amortization	$	1,025
Product and technology		2,149
Sales and marketing		1,948
General and administrative		1,943
Total severance costs	$	7,065

Summary of the changes in severance liabilities


Balance as of March 1, 2022	$	—
Severance costs		7,065
Cash payments		(3,069)
Balance as of February 28, 2023	$	3,996

Leases - Cash Flow and Supplemental Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Leases
Operating cash flows from operating leases	$ 8,569	$ 8,310
Right-of-use assets obtained in exchange for lease obligations	$ 2,170	$ 3,564
Weighted-average remaining lease term (years)	5 years 3 months 18 days
Weighted-average discount rate	5.00%

Summary of Significant Accounting Policies

12 Months Ended

Feb. 28, 2023

Basis of Presentation and Summary of Significant Accounting Policies.

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

(a)Basis of Presentation and Principles of Consolidation

(b)Use of Estimates

(c)Comprehensive Loss

For the fiscal years ended February 28, 2023, 2022, and 2021, there was no difference between comprehensive loss and net loss.

(d)Fair Value of Financial Instruments

●

Level 1 — Quoted prices in active markets for identical assets or liabilities.

●

Level 3 — Inputs that are generally unobservable and typically reflect the Company’s estimate of assumptions that market participants would use in pricing the asset or liability.

(e)	Cash and Cash Equivalents

(f)	Marketable Securities

(g)Accounts Receivable and Unbilled Revenue

(h)Property and Equipment

Property and equipment are recorded at cost. Property and equipment are depreciated on a straight-line basis over their estimated useful lives.

Useful lives for property and equipment are as follows:


Property and Equipment	Estimated Useful Life
Office equipment and furniture			7	years
Computer equipment	3	-	5	years
Computer software	3	-	5	years
Leasehold improvements	Lesser of estimated useful life or remaining lease term

(i)Capitalized Internal-Use Software Costs

(j)Impairment of Long-Lived Assets

(k)Intangible Assets

(l)Goodwill

(m)Revenue and Deferred Revenue

Revenue Recognition

●

identification of the contract, or contracts with a customer;

●

identification of the performance obligations in the contract;

●

determination of the transaction price;

●

allocation of the transaction price to the performance obligations in the contracts; and

●

recognition of revenue when, or as, the Company satisfies a performance obligation.

Access Fees

Utilization-based fees

Deferred Revenue

(n)Concentration of Credit Risk

Significant customers are those which represent 10% or more of the Company’s revenue during the period. For each significant customer, revenue as a percentage of total revenue was as follows:


	Year Ended February 28,
	2023		2022		2021
Customer 1	*	%	*	%	16.0	%
Customer 2	*	%	*	%	11.8	%
Customer 3	*	%	*	%	10.2	%
Customer 4	*	%	*	%	9.8	%
Total	*	%	*	%	47.8	%

*For the fiscal years ended February 28, 2023 and 2022, no customer represented 10% or more of the Company’s revenue.

(o)Stock-Based Compensation

(p)Cost of Revenue, excluding Depreciation and Amortization

(q)Product and Technology

(r)Income Taxes

(s)Segments

As of February 28, 2023, 2022, and 2021, substantially all of Accolade’s long-lived assets were located in the United States, and all revenue was earned in the United States.

(t)Leases

The present value of lease payments is calculated based on:

(1)

(2)

(u)Recently Issued Accounting Pronouncements

Property and Equipment (Tables)

12 Months Ended

Feb. 28, 2023

Property and Equipment

Schedule of Property and Equipment


	February 28,
	2023		2022
Capitalized software development costs	$	39,097	$	33,388
Computer software		6,026		6,023
Computer equipment		12,363		10,518
Office equipment, furniture, and leasehold improvements		12,120		11,838
		69,606		61,767
Less accumulated depreciation		(54,843)		(49,970)
Total	$	14,763	$	11,797

Income Taxes - Significant components of the Company's deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Deferred tax assets:
Net operating loss and tax credit carryforwards	$ 113,740	$ 114,272
Other accruals and reserves	5,599	5,210
Stockbased compensation	32,741	16,353
Interest expense deduction limitation carryforward	3,092	3,082
Intangibles	6,248
Property, plant & equipment	869	578
Capitalized research and development	10,931
Lease liability	10,086	10,027
Other		94
Valuation allowance	(175,610)	(125,810)	$ (96,516)
Deferred tax assets	7,696	23,806
Deferred tax liabilities:
Intangibles		(19,091)
Operating lease right-of-use assets	(7,478)	(8,494)
Deferred tax liabilities	(7,478)	(27,585)
Net deferred taxes	$ 218
Net deferred taxes		$ (3,779)

Defined Contribution Retirement Plan - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Defined Contribution Retirement Plan
Maximum annual contributions per employee (as a percent)	3.50%
Maximum annual contributions per employee	$ 100
Number of years of service during which employers matching contributions vests	4 years
Number of years of service during which employers discretionary profit sharing contributions vests	4 years
Expenses related to matching contributions	$ 3,231	$ 2,278	$ 1,599

Consolidated Statements of Convertible Preferred Stock and Stockholders Equity (Deficit) - USD ($) $ in Thousands	Convertible Preferred Stock	Common stock IPO	Common stock Follow-on offering	Common stock	Additional paid-in capital IPO	Additional paid-in capital Follow-on offering	Additional paid-in capital	Accumulated deficit	IPO	Follow-on offering	Total
Balance at Feb. 29, 2020				$ 2			$ 64,071	$ (320,868)			$ (256,795)
Balance (shares) at Feb. 29, 2020				6,033,450
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options issued value											5,735
Issuance of common stock in public offering, net of issuance costs (shares)		11,526,134	5,750,000
Issuance of common stock in public offering, net of issuance costs		$ 1	$ 1		$ 231,227	$ 208,046			$ 231,228	$ 208,047
Exercise of stock options and common stock warrants							9,272				9,272
Exercise of stock options and common stock warrants (shares)				1,342,801
Issuance of common stock in public offering, net of issuance costs		$ 1	$ 1		$ 231,227	$ 208,046			$ 231,228	$ 208,047
Conversion of preferred stock into common stock	$ (233,022)			$ 2			233,020				233,022
Conversion of preferred stock into common stock (shares)	(19,513,939)			29,479,521
Automatic exercise of warrants into common stock in connection with initial public offering				1,401,836
Issuance of stock options to satisfy bonus obligation							5,735				5,735
Issuance of common stock in connection with acquisition							156				156
Issuance of common stock in connection with acquisition (shares)				97,812
Issuance of common stock in connection with the employee stock purchase plan							1,259				1,259
Issuance of common stock in connection with the employee stock purchase plan (shares)				67,498
Stock-based compensation expense							9,576				9,576
Net income (loss)								(50,652)			(50,652)
Balance at Feb. 28, 2021				$ 6			762,362	(371,520)			390,848
Balance (shares) at Feb. 28, 2021				55,699,052
Balance at Feb. 29, 2020	$ 233,022
Balance (shares) at Feb. 29, 2020	19,513,939
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with acquisition				$ 1			456,592				456,593
Issuance of common stock in connection with acquisition (shares)				10,219,443
Issuance of replacement awards in connection with acquisition							6,729				6,729
Exercise of stock options and vesting of restricted stock units							8,522				8,522
Exercise of stock options and vesting of restricted stock units (shares)				1,039,144
Purchase of capped calls							(34,503)				(34,503)
Issuance of common stock in connection with the employee stock purchase plan							4,309				4,309
Issuance of common stock in connection with the employee stock purchase plan (shares)				140,838
Stock-based compensation expense							72,939				72,939
Net income (loss)								(123,124)			(123,124)
Contingent share earnout in connection with acquisitions							73,481				73,481
Balance at Feb. 28, 2022				$ 7			1,350,431	(494,644)			855,794
Balance (shares) at Feb. 28, 2022				67,098,477
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Settlement of acquisition-related contingent consideration (shares)				3,304,729
Exercise of stock options and vesting of restricted stock units							2,071				2,071
Exercise of stock options and vesting of restricted stock units (shares)				2,125,524
Issuance of common stock in connection with the employee stock purchase plan							2,927				2,927
Issuance of common stock in connection with the employee stock purchase plan (shares)				560,345
Stock-based compensation expense							72,644				72,644
Net income (loss)								(459,650)			(459,650)
Balance at Feb. 28, 2023				$ 7			$ 1,428,073	$ (954,294)			$ 473,786
Balance (shares) at Feb. 28, 2023				73,089,075

Defined Contribution Retirement Plan

12 Months Ended

Feb. 28, 2023

Defined Contribution Retirement Plan

Defined Contribution Retirement Plan

(13) Defined Contribution Retirement Plan

The Company sponsors a defined contribution retirement plan named the Accolade, Inc. 401(k) Plan (401(k) Plan). Under the 401(k) Plan, eligible employees may contribute up to the maximum allowed by law. Eligible

employees are eligible for Company matching contributions on the first quarter following their one-year anniversary date, which are dollar for dollar up to 3.5% of an employee’s eligible compensation, up to $100 in annual compensation. Employer contributions are vested over a period of four years of service. The 401(k) Plan includes an employer discretionary profit-sharing contribution feature to allow the Company to make a contribution to eligible employees’ 401(k) Plan accounts. Profit sharing contributions are vested over a period of four years of service. The Company incurred expenses related to matching contributions totaling $3,231, $2,278, and $1,599 for the years ended February 28, 2023, 2022, and 2021, respectively, which were funded subsequent to each respective year-end.

Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment and Capitalized Internal Use Software Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Property, Plant and Equipment [Line Items]
Amortization expenses	$ 46,377	$ 42,608	$ 8,212
Office equipment and furniture
Property, Plant and Equipment [Line Items]
Useful life	7 years
Computer software
Property, Plant and Equipment [Line Items]
Useful life	3 years
Capitalized cost	$ 5,709	1,096	374
Amortization expenses	$ 1,196	$ 2,387	$ 4,560
Minimum \| Computer equipment
Property, Plant and Equipment [Line Items]
Useful life	3 years
Minimum \| Computer software
Property, Plant and Equipment [Line Items]
Useful life	3 years
Maximum \| Computer equipment
Property, Plant and Equipment [Line Items]
Useful life	5 years
Maximum \| Computer software
Property, Plant and Equipment [Line Items]
Useful life	5 years

Fair Value Measurements (Tables)

12 Months Ended

Feb. 28, 2023

Fair Value Measurements

Schedule of fair value of financial assets


	February 28, 2023
	Level 1		Level 2		Level 3		Fair Value
Assets
Cash equivalents:
Money market funds	$	99,861	$	—	$	—	$	99,861
United States treasury bills	$	39,995	$	—	$	—	$	39,995


	February 28, 2022
	Level 1		Level 2		Level 3		Fair Value
Assets
Cash equivalents:
Money market funds	$	131,527	$	—	$	—	$	131,527
United States treasury bills	$	99,999	$	—	$	—	$	99,999

Schedule of changes in the Company's Level 3 contingent consideration liabilities


Balance, February 28, 2021	$	—
Incurred through acquisition		120,866
Change in fair value		(45,416)
Reclassification to equity and accrued expenses and other current liabilities		(75,450)
Balance, February 28, 2022	$	—

Fair Value Measurements

12 Months Ended

Feb. 28, 2023

Fair Value Measurements

Fair Value Measurements

(9) Fair Value Measurements

The following table sets forth the fair value of the Company’s financial assets within the fair value hierarchy:


	February 28, 2023
	Level 1		Level 2		Level 3		Fair Value
Assets
Cash equivalents:
Money market funds	$	99,861	$	—	$	—	$	99,861
United States treasury bills	$	39,995	$	—	$	—	$	39,995


	February 28, 2022
	Level 1		Level 2		Level 3		Fair Value
Assets
Cash equivalents:
Money market funds	$	131,527	$	—	$	—	$	131,527
United States treasury bills	$	99,999	$	—	$	—	$	99,999

In connection with the acquisitions of 2nd.MD and PlushCare, the Company recorded contingent consideration liabilities for the estimated fair value of Accolade common stock issuable to 2nd.MD and PlushCare shareholders upon the achievement of certain defined milestones. The contingent consideration liabilities were measured at fair value and were based on significant inputs not observable in the market, which represent a Level 3 measurement. The valuation of contingent consideration used assumptions the Company believes would be made by a market participant.

The Company recorded the change in fair value of its contingent consideration liabilities in the consolidated statements of operations. The following presents changes in the Company’s Level 3 contingent consideration liabilities for the year ended February 28, 2022:


Balance, February 28, 2021	$	—
Incurred through acquisition		120,866
Change in fair value		(45,416)
Reclassification to equity and accrued expenses and other current liabilities		(75,450)
Balance, February 28, 2022	$	—

The estimated fair value of the convertible senior notes (Note 10) was $221,346 as of February 28, 2023, based on quoted market prices of the Company’s instrument in markets that are not active and are classified as Level 2 within the fair value hierarchy. Considerable judgment is necessary to interpret the market data and develop an estimate of the fair value. Accordingly, the estimate is not necessarily indicative of the amount at which this instrument could be purchased, sold, or settled.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Fair Value Measurements - Level 3 Contingent Consideration (Details) $ in Thousands	12 Months Ended
	Feb. 28, 2023 USD ($)
Changes in the Company's Level 3 contingent consideration liabilities
Balance	$ 0
Incurred through acquisition	120,866
Change in fair value	(45,416)
Reclassification to equity and accrued expenses and other current liabilities	(75,450)
Balance	$ 0

Revenue

12 Months Ended

Feb. 28, 2023

Revenue

Revenue

(3) Revenue

The following table presents the Company’s revenues disaggregated by revenue source:


	Year Ended February 28,
	2023		2022
Access fees	$	284,144	$	264,612
Utilization-based fees		78,998		45,409
Total	$	363,142	$	310,021

As of February 28, 2023, revenue is expected to be recognized from remaining performance obligations as follows:


Year Ending February 28(29),
2024	$	152,976
2025		56,778
2026		14,888
2027		372
2028		34
Total	$	225,048

The expected revenue includes variable fee estimates for the non-cancellable term of the Company’s contracts. The expected revenue does not include amounts of variable consideration that are constrained.

Significant changes to the contract liability balances during the fiscal years ended February 28, 2023 and 2022 were the result of revenue recognized and net cash received. During the fiscal years ended February 28, 2023 and 2022, significant changes in the deferred revenue balances were the result of recognized revenue of $30,567 and $25,817, respectively, that were included in deferred revenue. In addition, significant changes to the contract asset balances during the fiscal years ended February 28, 2023 and 2022 were the result of revenue recognized and transfers to accounts receivable. Contract assets relating to unbilled revenue are transferred to accounts receivable when the right to consideration becomes unconditional.

Revenue related to performance obligations satisfied in prior periods that was recognized during the years ended February 28, 2023 and 2022 was $3,768 and $4,673, respectively. These changes in amounts were primarily due to the inclusion of consideration that was previously constrained related to the Company’s achievement of healthcare cost savings.

Cost to obtain and fulfill a contract

The Company capitalizes sales commissions paid to internal sales personnel that are both incremental to the acquisition of customer contracts and recoverable. These costs are recorded as deferred contract acquisition costs in the accompanying consolidated balance sheets. The Company capitalized commission costs of $6,016 and $3,478 for the years ended February 28, 2023 and 2022, respectively. During the year ended February 28, 2022, the Company wrote off previously deferred commissions of $484 related to a revision of the Company’s commission plan, which offset the amounts capitalized during the year ended February 28, 2022. The Company defers costs based on its sales compensation plans only if the commissions are incremental and would not have occurred absent the customer contract. Payments to direct sales personnel are typically made upon signature of the contract. The Company does not pay commissions on contract renewals.

Deferred commissions paid on the initial acquisition of a contract are amortized ratably over an estimated period of benefit of five years, which is the estimated customer life. The Company determined the period of amortization for deferred commissions by taking into consideration current customer contract terms, historical customer retention, and other factors. Amortization is included in sales and marketing expenses in the accompanying consolidated statements of operations and totaled $2,695, $2,080, and $1,106 for the fiscal years ended February 28, 2023, 2022, and 2021, respectively. The Company periodically reviews deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the estimated period of benefit. There were no impairment losses recorded during the periods presented.

For certain customer contracts, the Company may incur direct and incremental costs related to customer set-up and implementation. The Company recorded deferred implementation costs of $1,303 and $1,154 for the fiscal years ended February 28, 2023 and 2022, respectively. These implementation costs are deferred and amortized over the expected useful life of the Company’s customers, which is five years. Amortization is included in cost of revenues in the Company’s consolidated statements of operations and totaled $1,002, $865, and $551 for the fiscal years ended February 28, 2023, 2022, and 2021, respectively.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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	$ (459,650)	$ (123,124)	$ (50,652)
Adjustments to reconcile net loss to net cash used in Operating activities:
Goodwill impairment	299,705	0	0
Depreciation and amortization expense	46,377	42,608	8,212
Amortization of deferred contract acquisition costs	3,698	2,945	1,657
Change in fair value of contingent consideration		(45,416)
Deferred income taxes	(3,997)	(6,132)
Noncash interest expense	1,660	1,673	2,252
Stock-based compensation expense	72,644	72,939	9,576
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable and unbilled revenue	4,106	(11,829)	(10,648)
Accounts payable and accrued expenses	1,131	(1,899)	2,991
Deferred contract acquisition costs	(7,314)	(4,148)	(4,690)
Deferred revenue and due to customers	3,634	13,986	(2,700)
Accrued compensation	157	(2,519)	16,356
Deferred rent and other liabilities	1,627	(106)	(505)
Other assets	(4,483)	(1,328)	2,919
Net cash used in operating activities	(40,705)	(62,350)	(25,232)
Cash flows from investing activities:
Capitalized software development costs	(5,123)	(1,096)	(374)
Purchases of property and equipment	(2,105)	(2,521)	(1,991)
Purchase of marketable securities		(99,998)
Sale of marketable securities		99,998
Cash paid for acquisition, net of cash acquired		(259,996)
Earnout payments to MD Insider			(58)
Net cash used in investing activities	(7,228)	(263,613)	(2,423)
Cash flows from financing activities:
Proceeds from employee stock purchase plan	2,927	4,703	2,379
Proceeds from stock option exercises	2,064	8,600	9,348
Payment of contingent consideration for acquisition	(1,828)
Payments of equity issuance costs		(60)
Payment of debt issuance costs		(8,368)
Payment for purchase of capped calls		(34,443)
Proceeds from borrowings on debt		287,500	51,166
Proceeds from public offerings, net of underwriters' discounts and commissions and offering costs			439,410
Repayments of debt principal			(73,166)
Payments related to debt retirement			(753)
Net cash provided by financing activities	3,163	257,932	428,384
Net increase (decrease) in cash and cash equivalents	(44,770)	(68,031)	400,729
Cash and cash equivalents, beginning of period	365,853	433,884	33,155
Cash and cash equivalents, end of period	321,083	365,853	433,884
Supplemental cash flow information:
Interest paid	1,640	930	2,296
Fixed assets included in accounts payable	771	161	232
Other receivable related to stock option exercises	13	4	97
Income taxes paid	$ 157	122	149
Common stock issued in connection with acquisitions		455,586	$ 156
Replacement awards issued in connection with acquisitions		$ 6,729

Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Principles of Consolidation (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Assets	$ 903,069	$ 1,285,529
Cash	321,083	365,853
Accounts receivable	23,435	21,116
Liabilities	429,283	$ 429,735
PC
Basis of Presentation and Summary of Significant Accounting Policies
Assets	29,847
Cash	25,896
Liabilities	36,377
PC \| Amounts Due to Related Party [Member] \| Related Party [Member]
Basis of Presentation and Summary of Significant Accounting Policies
Other Liabilities	$ 30,372

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

- Definition

Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
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-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 50
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 30
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
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-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 3
-Subparagraph (bb)
-URI https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section S99
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-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

+ Details

Equity-based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		12 Months Ended
	Feb. 28, 2023	Aug. 31, 2022	Aug. 31, 2021	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Summary of activity
Compensation expense				$ 72,644	$ 72,939	$ 9,576
Maximum
Summary of activity
Weighted average grant date fair value				$ 8.54	$ 31.95	$ 31.27
Time-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units issued				4,470,526	2,257,433	191,415
Summary of activity
Beginning Balance				2,226,057	190,713
Granted				4,470,526	2,257,433	191,415
Vested				(1,667,550)	(87,574)	(702)
Forfeited				(762,043)	(134,515)
Ending Balance	4,266,990			4,266,990	2,226,057	190,713
Compensation expense				$ 32,356	$ 23,309	$ 842
Remaining of total unrecognized compensation costs	$ 61,274			$ 61,274
Weighted average period				2 years 3 months 18 days
Weighted average grant date fair value				$ 8.76	$ 44.40	$ 46.52
Time-based restricted stock units \| PlushCare
Summary of activity
Number of shares issued in connection with the acquisition to the existing shareholders				64,694
Non option equity instruments		57,124
Time-based restricted stock units \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				12.50%
Individuals Agreements With Company \| Acquisition of 2nd.MD
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				2 years
Summary of activity
Ending Balance	241,614			241,614
Compensation expense				$ 4,015	$ 23,138
Weighted average grant date fair value				$ 46.56
Shares Eligible To Be Received By Individuals Of Company With Continued Employment				608,332
Additional Shares Eligible To Be Received By Individuals Of Company, Upon Achievement Of Contingent Consideration Milestones				281,531
Shares eligible to receive subject to service requirements				256,418
Separation and transition agreement expenses				$ 8,981
Individuals Agreements With Company \| PlushCare
Summary of activity
Ending Balance	537,401			537,401
Compensation expense				$ 14,113	$ 10,208
Unamortized compensation expense				$ 18,018
Unamortized Compensation Expense, Weighted Average Remaining Period				1 year 3 months 18 days
Weighted average grant date fair value				$ 52.52
Shares Eligible To Be Received By Individuals Of Company With Continued Employment			806,161
Individuals Agreements With Company \| Tranche One \| Acquisition of 2nd.MD
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				50.00%
Individuals Agreements With Company \| Tranche One \| PlushCare
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			33.33%
Individuals Agreements With Company \| Tranche Two \| Acquisition of 2nd.MD
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage				50.00%
Individuals Agreements With Company \| Tranche Two \| PlushCare
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			33.33%
Individuals Agreements With Company \| Tranche Three \| PlushCare
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			33.34%
Restricted stock units 2023 Bonus plan payout
Summary of activity
Compensation expense				$ 4,663
Share-Based Compensation Arrangement by Share-Based Payment Award, Additional Number of Shares Approved	753,259
Time Based Restricted Stock Units Granted for Two Years [Member] \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				2 years
Time Based Restricted Stock Units Granted for Two Years [Member] \| Tranche One \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years
Time Based Restricted Stock Units Granted for Three Years [Member] \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				3 years
Time Based Restricted Stock Units Granted for Four Years [Member] \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years

Debt (Tables)

12 Months Ended

Feb. 28, 2023

Debt

Schedule Of Debt


	February 28, 2023
Principal	$	287,500
Unamortized issuance costs		(5,177)
Net carrying amount	$	282,323

Consolidated Statements of Convertible Preferred Stock and Stockholders Equity (Deficit) (Parenthetical) $ in Thousands	12 Months Ended
	Feb. 28, 2021 USD ($)
IPO
Issuance costs	$ 4,596
Follow-on offering
Issuance costs	$ 600

Stockholders Equity (Deficit) - Convertible Preferred Stock (Details) - shares	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021	Jul. 31, 2020	Jul. 07, 2020
Class of Stock [Line Items]
Shares issued on conversion of convertible preferred stock					29,479,521
Convertible Preferred stock
Class of Stock [Line Items]
Preferred stock, shares outstanding	0	0	0
Shares issued on conversion of convertible preferred stock				29,479,521

Revenue - Cost to obtain and fulfill a contract (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Capitalized Contract Cost [Line Items]
Deferred amortization term	5 years
Deferred commissions, wrote off	$ 484
Impairment loss on deferred commission	0	$ 0	$ 0
Selling And Marketing Expense [Member]
Capitalized Contract Cost [Line Items]
Amortization of contract cost	2,695	2,080
Impairment loss on deferred commission			1,106
Sales commission
Capitalized Contract Cost [Line Items]
Amortization of contract cost		3,478
Impairment loss on deferred commission	$ 6,016
Customer set up cost
Capitalized Contract Cost [Line Items]
Deferred amortization term	5 years
Amortization of contract cost	$ 1,002	$ 865
Impairment loss on deferred commission			551
Deferred implementation costs
Capitalized Contract Cost [Line Items]
Amortization of contract cost	$ 1,303
Impairment loss on deferred commission			$ 1,154

Acquisitions (Tables)

12 Months Ended

Feb. 28, 2023

Business Acquisition [Line Items]

Schedule of proforma results


	Unaudited Pro Forma
	Year ended February 28,
	2022		2021
Revenue	$	324,367	$	249,028
Net income (loss)	$	(137,644)	$	(142,392)

Acquisition of 2nd.MD

Business Acquisition [Line Items]

Schedule of purchase consideration


Consideration
Cash consideration, net of cash acquired	$	226,135
Fair value of common stock issued		116,187
Fair value of replacement awards		1,520
Fair value of contingent consideration		76,248
Total consideration	$	420,090

Schedule of estimated fair values of the assets acquired and liabilities assumed


Assets acquired:
Accounts receivable	$	5,550
Unbilled revenue		226
Current portion of deferred contract acquisition costs		176
Prepaid and other current assets		1,052
Property and equipment		4,344
Deferred contract acquisition costs		564
Goodwill		208,286
Intangible assets⁽¹⁾
Customer relationships		120,000
Technology		58,000
Supplier-based network		25,000
Trade name		3,400
Non-compete agreement		3,100
Total assets acquired	$	429,698

Liabilities assumed:
Accounts payable	$	1,195
Accrued expenses		585
Accrued compensation		3,817
Deferred rent and other current liabilities		904
Due to customers		294
Current portion of deferred revenue		625
Deferred rent and other noncurrent liabilities		2,188
Total liabilities assumed	$	9,608

Net assets acquired	$	420,090

(1)	The weighted-average useful life of intangible assets acquired is approximately 14 years.

PlushCare

Business Acquisition [Line Items]

Schedule of purchase consideration


Consideration
Fair value of common stock issued	$	330,338
Fair value of contingent consideration		44,618
Cash consideration, net of cash acquired		33,860
Fair value of replacement awards		5,209
Total consideration	$	414,025

Schedule of estimated fair values of the assets acquired and liabilities assumed


Assets acquired:
Accounts receivable	$	1,359
Prepaid and other current assets		573
Property and equipment		298
Other noncurrent assets		932
Goodwill		365,597
Intangible assets⁽¹⁾
Customer relationships		4,050
Technology		40,650
Trade name		10,300
Non-compete agreements		6,200
Total assets acquired	$	429,959

Liabilities assumed:
Accounts payable	$	1,532
Accrued expenses		193
Accrued compensation		2,117
Current portion of deferred revenue		1,212
Deferred tax liability		9,992
Other liabilities		888
Total liabilities assumed	$	15,934

Net assets acquired	$	414,025

(1)	The weighted-average useful life of intangible assets acquired is approximately 5 years.

Debt (Details) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
Debt (Details) $ / shares in Units, $ in Thousands	Mar. 31, 2021 USD ($) $ / shares	Feb. 28, 2023 USD ($) $ / shares $ / derivative	Feb. 28, 2022 USD ($)	Feb. 28, 2021 USD ($)	Jul. 31, 2019 USD ($)
Debt Instrument [Line Items]
Line of credit		$ 1,208
Repayment of principle portion of debt				$ 73,166
Convertible Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 287,500
Interest rate	0.50%
Conversion rate \| $ / shares	$ 19.8088	$ 50.48
Principal amount denomination	$ 1
Threshold percentage of stock price trigger	130.00%
Threshold trading days	20
Threshold consecutive trading days	30
Percentage of principal amount redeemed	100.00%
Cap price \| $ / derivative		76.20
Proceeds from notes payable	$ 279,132
Payment of costs of the capped call transactions	34,443
Cost which includes allocated pro-rata on capped call costs	8,428
Long-term debt		$ 287,500
Outstanding debt		282,323
Debt issuance cost		5,177
Interest expenses		3,094	$ 2,857
Amortization of debt discount		$ 1,657	1,534
Amount allocated to capped call	$ 60
Number of business day	5
Number of consecutive trading day	10
Percentage of average conversion value of note	98.00%
Effective interest rate over period		1.10%
Percentage of premium over last reported sale price		100.00%
Amount allocated to the Notes	$ 8,368
Revolving Credit Facility, 2019
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 80,000
Long-term debt		$ 78,792
Outstanding debt		0
Interest expenses		203	296	1,106
Deferred financing fees		0	$ 93	$ 279
Revolving Credit Facility, 2019 \| Minimum
Debt Instrument [Line Items]
Threshold net cash for extension of debt term		$ 200,000
Revolving Credit Facility, 2019 \| Bloomberg Short-Term Bank Yield Index
Debt Instrument [Line Items]
Debt instrument variable rate		350.00%
Revolving Credit Facility, 2019 \| BSBY Rate and Base Rate
Debt Instrument [Line Items]
Debt instrument variable rate		250.00%

Income Taxes - Reconciliation of income tax expense at U.S. Federal statutory income tax rate (Details)	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Income Taxes
Federal income tax expense at statutory tax rate	21.00%	21.00%	21.00%
State income taxes, net of federal tax benefit	2.80%	4.50%	4.60%
Change in state rate	(2.10%)
Stock based compensation	(0.30%)	0.80%	(0.20%)
Transaction costs		1.10%	(0.00%)
Contingent consideration		1.10%
Goodwill impairment	(8.60%)
Changes in valuation allowances	(11.90%)	(21.90%)	(25.40%)
Other	(0.10%)
Effective Income Tax Rate	0.80%	4.40%	0.00%

Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk - Revenue [Member]	12 Months Ended
	Feb. 28, 2021
Total Customers
Concentration Risk [Line Items]
Revenue (as a percent)	47.80%
Customer 1
Concentration Risk [Line Items]
Revenue (as a percent)	16.00%
Customer 2
Concentration Risk [Line Items]
Revenue (as a percent)	11.80%
Customer 3
Concentration Risk [Line Items]
Revenue (as a percent)	10.20%
Customer 4
Concentration Risk [Line Items]
Revenue (as a percent)	9.80%

Commitments and Contingencies - Purchase Obligations (Details) $ in Thousands	Feb. 28, 2023 USD ($)
Commitments and Contingencies.
Purchase Obligation	$ 40,323
Purchase obligation, remaining future purchase commitments	$ 31,995

Restructuring - Severance Liability (Details) $ in Thousands	12 Months Ended
	Feb. 28, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Severance Costs	$ 7,065
Cash payments	(3,069)
Balance at end of period	$ 3,996

Revenue (Tables)

12 Months Ended

Feb. 28, 2023

Revenue

Disaggregation of revenue


	Year Ended February 28,
	2023		2022
Access fees	$	284,144	$	264,612
Utilization-based fees		78,998		45,409
Total	$	363,142	$	310,021

Revenue expected to be recognized from remaining performance obligations


Year Ending February 28(29),
2024	$	152,976
2025		56,778
2026		14,888
2027		372
2028		34
Total	$	225,048

Goodwill and Intangible Assets

12 Months Ended

Feb. 28, 2023

Goodwill and Intangible Assets

Goodwill and Intangible Assets

(5) Goodwill and Intangible Assets

The changes in the carrying amount of goodwill are as follows:


Balance, February 28, 2021	$	4,013
Acquisitions		573,883
Balance, February 28, 2022	$	577,896
Impairment		(299,705)
Balance, February 28, 2023	$	278,191

Annually, and upon the identification of a triggering event, management is required to perform an evaluation of the recoverability of goodwill. Triggering events potentially warranting an interim goodwill impairment test include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained declines in the Company’s stock price or market capitalization, considered both in absolute terms and relative to peers.

As a result of sustained decreases in the Company’s stock price and market capitalization, the Company conducted an impairment test of its goodwill and intangible assets as of May 31, 2022. As a result of this testing, the Company recorded a non-cash goodwill impairment charge of $299,705 (equivalent to $4.20 per basic and diluted share for the year ended February 28, 2023) during the first quarter of fiscal 2023. No impairments were recorded to intangible assets during the year ended February 28, 2023.

The Company’s May 31, 2022 goodwill impairment test reflected an allocation of 70% and 30% between income and market-based approaches, respectively. The Company believes the 70% weighting to the income-based approach is appropriate as it more directly reflects its future growth and profitability expectations. Significant inputs into the valuation models included the discount rate, revenue market multiples, and estimated future cash flows. Management used a discount rate of 11% and guideline peer group and public transaction revenue multiples between 1.1x and 1.8x current and forward-looking revenues in the goodwill impairment test. Subsequent to the impairment, there was no excess of reporting unit fair value over carrying value.

While management cannot predict if or when additional future goodwill impairments may occur, additional goodwill impairments could have material adverse effects on the Company’s operating income, net assets, and/or the Company’s cost of, or access to, capital.

Intangible assets consisted of the following:


	As of February 28, 2023							As of February 28, 2022
	Weighted Avg. Remaining Useful Life (years)	Gross Value		Accumulated Amortization		Net Carrying Value		Gross Value		Accumulated Amortization		Net Carrying Value
Customer relationships	17.9	$	124,050	$	(15,353)	$	108,697	$	124,050	$	(7,444)	$	116,606
Technology	3.0		111,526		(45,046)		66,480		111,526		(21,971)		89,555
Supplier-based network	3.0		25,000		(10,000)		15,000		25,000		(5,000)		20,000
Trade name	8.2		13,700		(2,483)		11,217		13,700		(1,112)		12,588
Non-compete agreement	0.7		9,300		(7,492)		1,808		9,300		(3,359)		5,941
		$	283,576	$	(80,374)	$	203,202	$	283,576	$	(38,886)	$	244,690

Amortization expense for intangible assets was $41,488, $36,590, and $1,450 during the years ended February 28, 2023, 2022, and 2021, respectively.

Amortization expense over the remaining life of the intangible assets will be recognized as follows:


Year Ending February 28(29),
2024	$	37,795
2025		34,143
2026		32,125
2027		9,403
2028		7,370
Thereafter		82,366
		203,202

Acquisitions - Shares Issued (Details) $ in Thousands				1 Months Ended	12 Months Ended
Acquisitions - Shares Issued (Details) $ in Thousands	Sep. 30, 2021 shares	Jun. 09, 2021 USD ($) shares	Mar. 03, 2021 USD ($) item shares	Sep. 30, 2021 shares	Feb. 28, 2023 USD ($) shares	Feb. 28, 2022 USD ($)	Feb. 28, 2021 USD ($)	Jan. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Revenue					$ 324,367	$ 249,028
Net income (loss)					(137,644)	(142,392)
Acquisition and integration-related costs					$ 1,218	13,219	$ 2,050
Change in fair value of contingent consideration						$ (45,416)
Employees
Business Acquisition [Line Items]
Estimated fair value of replacement awards attributable to pre-acquisition services			$ 5,434
Acquisition of 2nd.MD
Business Acquisition [Line Items]
Aggregate purchase price consideration			420,090
Cash consideration			226,135
Cash acquired			$ 205
Shares issued during acquisition period \| shares			2,822,242		1,977,321
Shares fully vested upon acquisition \| shares			2,495,441
Shares fully unvested upon acquisition \| shares			326,801		326,801
Number of earnout scenarios \| item			2
Estimated fair value of replacement awards attributable to pre-acquisition services			$ 1,520
Units issued \| shares			120,760
Estimated fair value of replacement awards			$ 3,914
Fair value of contingent consideration								$ 37,767
Revenue					$ 48,753
Net income (loss)					(32,353)
Equity Based Compensation Expense					$ 27,211
Repayment of debt			$ 13,026
Acquisition of 2nd.MD \| Measurement Input Attrition Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input					8.0
Acquisition of 2nd.MD \| Measurement Input Tax Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input					24
Acquisition of 2nd.MD \| Measurement Input, Discount Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input					13
Acquisition of 2nd.MD \| Measurement Input Royalty Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input					1.5
Acquisition of 2nd.MD \| Measurement Input Probability of Completion Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input					33
Acquisition of 2nd.MD \| Individuals Agreements With Company
Business Acquisition [Line Items]
Additional shares eligible to be received \| shares					281,531
Vesting period					2 years
Acquisition of 2nd.MD \| Minimum
Business Acquisition [Line Items]
Amortization period					3 years
Acquisition of 2nd.MD \| Maximum
Business Acquisition [Line Items]
Shares issued during acquisition period \| shares			4,384,882
Additional shares issued \| shares			2,170,972
Amortization period					20 years
PlushCare
Business Acquisition [Line Items]
Aggregate purchase price consideration		$ 414,025
Cash consideration		33,860			$ 1,828
Cash acquired		17,837
Estimated fair value of replacement awards attributable to pre-acquisition services		$ 5,209
Units issued \| shares		325,992
Estimated fair value of replacement awards		$ 11,454
Fair value of contingent consideration									$ 37,683
Revenue					44,393
Net income (loss)					(15,396)
Equity Based Compensation Expense					$ 17,980
Repayment of debt		$ 1,463
Shares forfeited excluded from purchase price \| shares		806,161
Shares issued subject to future vesting \| shares		854,717
Cash issued upon achievement of defined revenue milestones		$ 2,000
Additional shares issued \| shares		1,429,556			1,327,408
Additional Shares Issuable Withheld \| shares		102,111			102,111
PlushCare \| Measurement Input Tax Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input		25
PlushCare \| Measurement Input, Discount Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input		12.5
PlushCare \| Measurement Input Royalty Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input		3
PlushCare \| Employees
Business Acquisition [Line Items]
Estimated fair value of replacement awards attributable to pre-acquisition services		$ 16,663
PlushCare \| Minimum
Business Acquisition [Line Items]
Amortization period		2 years
PlushCare \| Minimum \| Measurement Input Attrition Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input		25
PlushCare \| Minimum \| Measurement Input Probability of Completion Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input		70
PlushCare \| Maximum
Business Acquisition [Line Items]
Shares issued during acquisition period \| shares		7,144,393
Amortization period		10 years
PlushCare \| Maximum \| Measurement Input Attrition Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input		50
PlushCare \| Maximum \| Measurement Input Probability of Completion Rate
Business Acquisition [Line Items]
Fair value of intangible assets, measurement input		90
HealthReveal
Business Acquisition [Line Items]
Shares issued subject to future vesting \| shares				28,089
Additional shares issued \| shares	252,808

Equity-based Compensation - Stock Option Activity Under Option Plan and Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning Balance		8,045,792	8,723,769	7,996,056
Granted		915,081	528,038	2,167,775
Exercised		(346,518)	(901,064)	(1,182,099)
Forfeited		(563,836)	(304,951)	(257,963)
Ending Balance	8,045,792	8,050,519	8,045,792	8,723,769
Vested and expected to vest as of May 31, 2022		7,893,273
Exercisable as of May 31, 2022		6,581,769
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Granted		$ 8.06	$ 47.74	$ 17.47
Exercised		5.45	9.37	$ 5.98
Forfeited		20.05	$ 14.87
Exercisable as of May 31, 2022 (in USD per share)		9.11
Vested and expected to vest as of May 31, 2022 (in USD per share)		$ 10.43
Weighted remaining contractual life in years		5 years 1 month 6 days
Vested and expected to vest as of May 31, 2022 (in years)		5 years 4 months 24 days
Exercisable as of May 31, 2022 (in years)		4 years 3 months 18 days
Ending Balance		$ 30,430
Vested and expected to vest as of May 31, 2022		30,106
Exercisable as of May 31, 2022		$ 27,765
PlushCare, Inc. Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning Balance	325,992	267,721
Exercised	(50,506)	(111,456)
Forfeited	(7,765)	(2,657)
Ending Balance	267,721	153,608	267,721
Vested and expected to vest as of May 31, 2022		124,666
Exercisable as of May 31, 2022		95,519
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Exercised	$ 1.20	$ 1.65
Forfeited	$ 2.88	2.61
Exercisable as of May 31, 2022 (in USD per share)		1.15
Vested and expected to vest as of May 31, 2022 (in USD per share)		$ 1.36
Weighted remaining contractual life in years		6 years 8 months 12 days
Vested and expected to vest as of May 31, 2022 (in years)		6 years 6 months
Exercisable as of May 31, 2022 (in years)		6 years 3 months 18 days
Ending Balance		$ 1,456
Vested and expected to vest as of May 31, 2022		1,216
Exercisable as of May 31, 2022		$ 951

Net Loss Per Common Share - Antidilutive (Details) - shares	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	19,140,581	17,530,371	8,914,482
Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	8,204,127	8,313,513	8,723,769
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	4,266,990	2,226,057	190,713
Shares issued to 2nd.MD employees and subject to vesting
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	274,224	326,801
Contingent shares in connection with acquisition
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	102,111	102,111
Shares issued to PlushCare employees and subject to vesting
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	537,401	806,161
Indemnity shares held in escrow in connection with PlushCare acquisition
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	27,342	27,342
Shares to be issued to HealthReveal shareholders upon expiration of indemnification
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	28,089	28,089
Convertible Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	5,700,297	5,700,297

Equity-based Compensation - Employee Stock Purchase Plan - (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Mar. 01, 2021	Jul. 31, 2020	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021	Aug. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense			$ 72,644	$ 72,939	$ 9,576
2020 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock initially reserved						1,100,000
Number of automatic annual increase in common share	2,327,976
Percentage of lower in fair market value		85.00%
Compensation expense			$ 1,332	$ 1,749	$ 991
Issuance of common stock in connection with the employee stock purchase plan (shares)			560,345	140,838	67,498
Proceeds from Stock Plans			$ 2,927	$ 4,309	$ 1,259
Additional amount withheld for future participation			$ 1,384
Maximum \| 2020 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of employee contribution on compensation		15.00%
Participant accrued purchase rights		$ 25,000

Leases

12 Months Ended

Feb. 28, 2023

Leases

Leases

(7) Leases

The Company adopted Accounting Standards Update 2016-02, Leases (Topic 842) on February 28, 2022, with an effective date of adoption of March 1, 2021, using the modified retrospective approach. The Company has operating leases for offices and certain equipment under non-cancelable leases in the United States and Czech Republic. These leases have remaining terms of up to 7 years. The Company had no finance leases during the years ended February 28, 2023 and 2022.

The components of operating lease cost recorded in the consolidated statements of operations were as follows:


	Year Ended February 28,
		2023		2022
Operating lease cost		7,575	$	7,169
Variable lease cost		2,042		1,691
Total lease cost		9,617	$	8,860

The following table sets forth the cash flows related to the Company’s leases:


	Year Ended February 28,
Cash Flow Information	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,569	$	8,310
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	2,170	$	3,564

The following table sets forth the weighted-average remaining term and weighted-average discount rate for the Company’s leases as of February 28, 2023:


Supplemental Information	February 28, 2023
Weighted-average remaining lease term (years)	5.3
Weighted-average discount rate	5.0	%

As of February 28, 2023, the future minimum lease payments under non-cancelable operating leases were as follows:


Year Ending February 28(29),
2024	$	8,849
2025		7,270
2026		7,303
2027		6,420
2028		3,665
Thereafter		5,732
Total lease payments		39,239
Less: Imputed interest		(4,766)
Total lease liabilities	$	34,473

In the fourth quarter of fiscal 2023, the Company entered into an office lease agreement in Prague, Czech Republic that is expected to be accounted for as an operating lease. This lease is not recorded in the consolidated balance sheets or in the table above as the lease had not commenced as of February 28, 2023. The lease has total minimum fixed payments of approximately $5,700 over a term of approximately 8 years and is expected to commence in fiscal 2024.

Acquisitions

12 Months Ended

Feb. 28, 2023

Acquisitions

Acquisitions

(4) Acquisitions

Acquisition of 2nd.MD

On March 3, 2021, the Company acquired all the outstanding equity interests of Innovation Specialists LLC d/b/a 2nd.MD (2nd.MD). Based in Houston, Texas, 2nd.MD is a leading expert medical opinion and medical decision support company. The results of operations and financial position of 2nd.MD are included in the Company’s consolidated financial statements from the date of acquisition.

The consideration paid was comprised of cash, common stock, and contingent consideration as follows:


Consideration
Cash consideration, net of cash acquired	$	226,135
Fair value of common stock issued		116,187
Fair value of replacement awards		1,520
Fair value of contingent consideration		76,248
Total consideration	$	420,090

The aggregate purchase consideration of $420,090 was provided through cash of $226,135 (net of $205 cash acquired) and the issuance of up to 4,384,882 shares of the Company’s common stock, of which 2,822,242 were issued upon closing of the acquisition, of which 2,495,441 were fully vested at the time of issuance with the remaining 326,801 vesting over future service periods. The cash consideration in the above table includes the repayment of 2nd.MD debt of $13,026. The contingent consideration represented potential obligations for the Company to issue up to 2,170,972 additional shares of its common stock to the selling shareholders of 2nd.MD and was comprised of two earnout scenarios associated with (1) a contract renewal and (2) the achievement of certain future revenue milestones. As a result of the contract renewal and achievement of certain revenue milestones, the Company issued a total of 1,977,321 shares of its common stock during the year ended February 28, 2023. The estimated fair value of the replacement awards issued in the above table is comprised of 120,760 restricted stock units issued to 2nd.MD employees with an estimated fair value of $5,434 of which $1,520 was attributable to pre-acquisition services. The remaining estimated value of $3,914 associated with the replacement awards is attributable to post-acquisition services and is being expensed over the requisite service periods of the awards.

Several key 2nd.MD employees entered into agreements with the Company whereby their pro rata portion of shares issued at closing and upon achievement of the contingent consideration milestones are also subject to continuous

employment with the Company and vest annually over a period of two years following the acquisition date. Upon voluntary termination of employment, any unvested shares will be forfeited. Due to the risk of forfeiture upon termination of employment, the aggregate 326,801 shares issued at closing and the aggregate shares eligible to be issued upon achievement of the contingent consideration milestones of 281,531 shares were excluded from the purchase price and contingent consideration. These shares are accounted for as stock-based compensation expense in the post business combination periods.

The estimated fair value of the contingent consideration associated with future revenue milestones was determined using a Monte Carlo simulation. The Monte Carlo simulation performs numerous simulations utilizing certain assumptions such as (i) projected eligible revenues, (ii) expected term, (iii) risk-free rate, (iv) risk-adjusted discount rate, (v) share volatility and (vi) operational leverage ratio between revenues and earnings before interest, taxes, depreciation and amortization (EBITDA). The fair value measurements for contingent consideration are based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. Changes in the assumptions used could materially change the estimated fair value of the contingent consideration. The estimated fair value of the contingent consideration was $37,767 as of January 31, 2022, at which time the contingency was resolved. The estimated fair value of contingent consideration decreased from the acquisition date primarily due to a decrease in the Company’s stock price. The Company recorded the change in fair value of its contingent consideration liability in the consolidated statements of operations until January 31, 2022. Upon resolution of the contingency and determination of the number of common stock shares to be issued, the Company reclassified the value of the contingent consideration from a liability into stockholders’ equity as of February 28, 2022 in the consolidated balance sheet.

The Company accounted for the acquisition of 2nd.MD under the U.S. GAAP business combinations guidance. This accounting requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed was subject to further adjustment within the measurement period (up to one year from the acquisition date). Measurement period adjustments since initial preliminary estimates reported in the first quarter of fiscal 2022 were primarily related to an updated working capital calculation. The cumulative effect of all measurement period adjustments resulted in a decrease to recognized goodwill of $1,878. As of February 28, 2022, the purchase price allocation was considered complete.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition.


Assets acquired:
Accounts receivable	$	5,550
Unbilled revenue		226
Current portion of deferred contract acquisition costs		176
Prepaid and other current assets		1,052
Property and equipment		4,344
Deferred contract acquisition costs		564
Goodwill		208,286
Intangible assets⁽¹⁾
Customer relationships		120,000
Technology		58,000
Supplier-based network		25,000
Trade name		3,400
Non-compete agreement		3,100
Total assets acquired	$	429,698

Liabilities assumed:
Accounts payable	$	1,195
Accrued expenses		585
Accrued compensation		3,817
Deferred rent and other current liabilities		904
Due to customers		294
Current portion of deferred revenue		625
Deferred rent and other noncurrent liabilities		2,188
Total liabilities assumed	$	9,608

Net assets acquired	$	420,090

(1)	The weighted-average useful life of intangible assets acquired is approximately 14 years.

The purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The identifiable intangible assets included technology, customer relationships, trade name, supplier based network, and non-compete agreements and are being amortized on a straight-line basis ranging from 3 years to 20 years. Customer relationships and trade names were valued using a multiple period excess earnings method (MPEEM) and the relief from royalty method (RFR), respectively. The supplier-based network and non-compete agreement intangible assets were valued using the “With and Without Method.” These valuation methods are specific forms of the Income Approach which is a valuation technique that derives value by estimating the fair value of after-tax cash flows attributable to the acquired intangibles. The valuation methods require several judgments and assumptions to determine the fair value of intangible assets, including growth rates, discount rates, customer attrition rates, expected levels of cash flows, and tax rate. Key assumptions used included revenue projections for fiscal 2022 through 2032, an attrition rate of 8.0%, a tax rate of 24%, a discount rate of 13%, a royalty rate of 1.5% and probability of competition of 33%.

Goodwill is attributable to the workforce of 2nd.MD as well as expected future growth into new and existing markets and is deductible for income tax purposes.

For the fiscal year ended February 28, 2022, 2nd.MD contributed approximately $48,753 of revenue and approximately $(32,353) of net loss, which includes $27,211 of equity-based compensation expense related to 2nd.MD employees, to the Company’s operating results.

Acquisition of PlushCare

On June 9, 2021, the Company acquired all the outstanding equity interests of PlushCare. Based in San Francisco, California, PlushCare is a provider of various technology and administrative services to the medical practice PCs, which in turn provide virtual primary care services. The results of operations and financial position of PlushCare are included in the Company’s consolidated financial statements from the date of acquisition.

The consideration paid was comprised of cash, common stock, and contingent consideration as follows:


Consideration
Fair value of common stock issued	$	330,338
Fair value of contingent consideration		44,618
Cash consideration, net of cash acquired		33,860
Fair value of replacement awards		5,209
Total consideration	$	414,025

The aggregate purchase consideration of $414,025 was provided through cash of $33,860 (net of $17,837 cash acquired and $1,463 of debt repaid) and the issuance of 7,144,393 shares of the Company’s common stock, of which 854,717 are subject to future vesting and excluded from consideration paid. The contingent consideration represented a potential obligation for the Company to issue up to an additional 1,429,556 shares of its common stock and up to approximately $2,000 in cash upon the achievement of defined revenue milestones following the closing, of which $1,828 was paid during fiscal 2023. Up to 102,111 shares of this contingent consideration will be withheld from being issued to the selling shareholders of PlushCare until the resolution of a pending litigation matter. The revenue milestone contingency was resolved at December 31, 2021, and as a result the Company issued 1,327,408 shares of its common stock during fiscal 2023, excluding the 102,111 shares that are withheld pending the resolution of the litigation matter. See Note 16 for further details.

The estimated fair value of the replacement awards issued in the above table is comprised of 325,992 options to purchase Accolade common stock issued to PlushCare employees as of the acquisition date with an estimated fair value of $16,663, of which $5,209 was attributable to pre-acquisition services. The remaining estimated value of $11,454 associated with the replacement awards is attributable to post-acquisition services and is being expensed over the requisite service periods of the awards.

Certain key PlushCare employees entered into agreements with the Company whereby a portion of their shares issued at closing are subject to continuous employment with the Company and vest annually over a three-year period following the acquisition date. Upon voluntary termination of employment, any unvested shares will be forfeited. Due to the risk of forfeiture upon termination of employment, the 806,161 shares subject to forfeiture have been excluded from the purchase price and are accounted for as stock-based compensation expense in the post-business combination periods.

The estimated fair value of the contingent consideration was $37,683 as of December 31, 2021 at which time the contingency was resolved. The estimated fair value of contingent consideration decreased since the acquisition date primarily due to a decrease in the Company’s stock price. The Company recorded the change in fair value of its contingent consideration liability in the consolidated statements of operations through December 31, 2021. Upon resolution of the contingency and determination of the number of common stock shares to be issued, the Company reclassified the value of the contingent consideration from a liability into stockholders’ equity as of February 28, 2022 in the consolidated balance sheet.

The Company accounted for the acquisition of PlushCare under the U.S. GAAP business combinations guidance. This accounting requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed was subject to further adjustment within the measurement period (up to one year from the acquisition date). Measurement period adjustments since initial preliminary estimates reported in the second quarter of fiscal 2022 were primarily related to updated assessments of acquired deferred tax liability and accounts receivable. The cumulative effect of all measurement period adjustments resulted in a decrease to recognized goodwill of $1,685. As of May 31, 2022, the purchase price allocation was considered complete.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.


Assets acquired:
Accounts receivable	$	1,359
Prepaid and other current assets		573
Property and equipment		298
Other noncurrent assets		932
Goodwill		365,597
Intangible assets⁽¹⁾
Customer relationships		4,050
Technology		40,650
Trade name		10,300
Non-compete agreements		6,200
Total assets acquired	$	429,959

Liabilities assumed:
Accounts payable	$	1,532
Accrued expenses		193
Accrued compensation		2,117
Current portion of deferred revenue		1,212
Deferred tax liability		9,992
Other liabilities		888
Total liabilities assumed	$	15,934

Net assets acquired	$	414,025

(1)	The weighted-average useful life of intangible assets acquired is approximately 5 years.

value of intangible assets, including growth rates, discount rates, customer attrition rates, expected levels of cash flows, and tax rate. Key assumptions used included revenue projections for fiscal years 2022 through 2035, an attrition rate of 25% and 50%, a tax rate of 25%, a discount rate of 12.5%, a royalty rate of 3% and probabilities of competition between 70% and 90%.

The technology intangible asset was valued using the estimated replacement cost method. This method requires several judgments and assumptions to determine the fair value, including expected profits and opportunity cost. Goodwill is attributable to the workforce of PlushCare as well as expected future growth into new and existing markets and is not deductible for income tax purposes.

For the year ended February 28, 2022, PlushCare contributed approximately $44,393 of revenue and approximately $(15,396) of net loss, which includes $17,980 of equity-based compensation expense related to PlushCare employees, to the Company’s operating results.

Unaudited Pro Forma Financial Information

The following table reflects the pro forma operating results for the Company which gives effect to the acquisitions of 2nd.MD and PlushCare as if they had occurred on March 1, 2020. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of future results. The pro forma financial information includes the historical results of the Company, 2nd.MD, and PlushCare adjusted for certain items, which are described below, and does not include the effects of any synergies or cost reduction initiatives related to the acquisitions of 2nd.MD or PlushCare.


	Unaudited Pro Forma
	Year ended February 28,
	2022		2021
Revenue	$	324,367	$	249,028
Net income (loss)	$	(137,644)	$	(142,392)

Pro forma net income (loss) for the years ended February 28, 2022 and 2021 reflect adjustments primarily related to interest expense, the amortization of intangible assets and stock-based compensation expense. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results actually would have been if the acquisition had been completed at the beginning of the respective periods.

Acquisition of HealthReveal

On September 30, 2021, the Company acquired substantially all the assets of HealthReveal, Inc. (HealthReveal). HealthReveal is a clinical artificial intelligence company focused on ensuring patients receive optimal, personalized chronic care to preempt adverse outcomes. Under the terms of the agreement, the Company issued 252,808 shares of common stock as consideration at closing. The Company also issued 28,089 additional shares of common stock subject to an indemnity holdback, and such shares were released 18 months following the closing.

The Company accounted for this transaction as an asset acquisition based on an evaluation of the U.S. GAAP guidance for business combinations. The Company concluded that the developed technology acquired from HealthReveal comprised substantially all of the fair value of the gross assets acquired and that the assets acquired did not meet the definition of a business under the guidance for business combinations. The developed technology intangible asset was recorded at $9,976 on the acquisition date and is being amortized on a straight-line basis over 3 years.

Acquisition and Integration-Related Costs

For the year ended February 28, 2023, the Company incurred $1,218 in acquisition and integration-related costs related to litigation inherited through the PlushCare acquisition. Refer to Note 16 for further details. These costs were recorded in general and administrative expenses in the Company’s consolidated statements of operations. For the years

ended February 28, 2022 and 2021, the Company incurred a total of $13,219 and $2,050, respectively, in acquisition and integration-related costs that were expensed immediately and recorded in general and administrative expenses in the Company’s consolidated statements of operations. These costs include banking, legal, accounting, and consulting fees related to acquisitions.

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
Document and Entity Information - USD ($) $ in Billions	Feb. 28, 2023	Apr. 21, 2023	Aug. 31, 2022
Document and Entity Information [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Feb. 28, 2023
Document Transition Report	false
Entity File Number	001-39348
Entity Registrant Name	ACCOLADE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	01-0969591
Entity Address, Address Line One	1201 Third Avenue
Entity Address, Address Line Two	Suite 1700
Entity Address, City or Town	Seattle
Entity Address State Or Province	WA
Entity Address, Postal Zip Code	98101
City Area Code	206
Local Phone Number	926-8100
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	ACCD
Security Exchange Name	NASDAQ
Entity 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 Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 658.5
Entity Common Stock, Shares Outstanding		73,634,043
Entity Central Index Key	0001481646
Current Fiscal Year End Date	--02-28
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	KPMG LLP
Auditor Firm ID	185
Auditor Location	Philadelphia, PA

Income Taxes - Components of loss before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Income Taxes
Domestic	$ (463,848)	$ (129,569)	$ (50,934)
Foreign	574	806	286
Loss before income taxes	$ (463,274)	$ (128,763)	$ (50,648)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
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Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Net Income (Loss) Per Share Attributable to Common Stockholders
Net income (loss)	$ (459,650)	$ (123,124)	$ (50,652)
Weighted-average common shares outstanding, basic	71,279,831	63,823,270	29,370,594
Weighted-average common shares outstanding, diluted	71,279,831	63,823,270	29,370,594
Net income (loss) per share attributable to common stockholders, basic	$ (6.45)	$ (1.93)	$ (1.72)
Net income (loss) per share attributable to common stockholders, diluted	$ (6.45)	$ (1.93)	$ (1.72)

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Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands			12 Months Ended
	Jun. 09, 2021	Mar. 03, 2021	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Assets acquired:
Goodwill			$ 278,191	$ 577,896	$ 4,013
PlushCare
Assets acquired:
Accounts receivable	$ 1,359
Prepaid and other current assets	573
Property and equipment	298
Other noncurrent assets	932
Goodwill	365,597
Total assets acquired	429,959
Liabilities assumed
Accounts payable	1,532
Accrued expenses	193
Accrued compensation	2,117
Current portion of deferred revenue	1,212
Deferred tax liability	9,992
Other liabilities	888
Total liabilities assumed	15,934
Net assets acquired	$ 414,025
Weighted-average useful life of intangible assets	5 years
Decrease in recognized goodwill	$ 1,685
PlushCare \| Customer relationships
Assets acquired:
Intangible assets	4,050
PlushCare \| Technology
Assets acquired:
Intangible assets	40,650
PlushCare \| Trade name
Assets acquired:
Intangible assets	10,300
PlushCare \| Non-compete agreement
Assets acquired:
Intangible assets	$ 6,200
Acquisition of 2nd.MD
Assets acquired:
Accounts receivable		$ 5,550
Unbilled revenue		226
Current portion of deferred contract acquisition costs		176
Prepaid and other current assets		1,052
Property and equipment		4,344
Deferred contract acquisition costs		564
Goodwill		208,286
Total assets acquired		429,698
Liabilities assumed
Accounts payable		1,195
Accrued expenses		585
Accrued compensation		3,817
Deferred rent and other current liabilities		904
Due to customers		294
Current portion of deferred revenue		625
Deferred rent and other noncurrent liabilities		2,188
Total liabilities assumed		9,608
Net assets acquired		$ 420,090
Weighted-average useful life of intangible assets		14 years
Decrease in recognized goodwill			$ 1,878
Acquisition of 2nd.MD \| Customer relationships
Assets acquired:
Intangible assets		$ 120,000
Acquisition of 2nd.MD \| Technology
Assets acquired:
Intangible assets		58,000
Acquisition of 2nd.MD \| Supplier-based network
Assets acquired:
Intangible assets		25,000
Acquisition of 2nd.MD \| Trade name
Assets acquired:
Intangible assets		3,400
Acquisition of 2nd.MD \| Non-compete agreement
Assets acquired:
Intangible assets		$ 3,100
HealthReveal
Liabilities assumed
Weighted-average useful life of intangible assets			3 years
Decrease in recognized goodwill			$ 9,976

Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Goodwill and Intangible Assets
Gross Value	$ 283,576	$ 283,576
Accumulated Amortization	(80,374)	(38,886)
Net Carrying Value	203,202	244,690
Amortization expense for intangible assets	$ 41,488	36,590	$ 1,450
Customer relationships
Goodwill and Intangible Assets
Useful Life	17 years 10 months 24 days
Gross Value	$ 124,050	124,050
Accumulated Amortization	(15,353)	(7,444)
Net Carrying Value	$ 108,697	116,606
Technology
Goodwill and Intangible Assets
Useful Life	3 years
Gross Value	$ 111,526	111,526
Accumulated Amortization	(45,046)	(21,971)
Net Carrying Value	$ 66,480	89,555
Supplier-based network
Goodwill and Intangible Assets
Useful Life	3 years
Gross Value	$ 25,000	25,000
Accumulated Amortization	(10,000)	(5,000)
Net Carrying Value	$ 15,000	20,000
Trade name
Goodwill and Intangible Assets
Useful Life	8 years 2 months 12 days
Gross Value	$ 13,700	13,700
Accumulated Amortization	(2,483)	(1,112)
Net Carrying Value	$ 11,217	12,588
Non-compete agreement
Goodwill and Intangible Assets
Useful Life	8 months 12 days
Gross Value	$ 9,300	9,300
Accumulated Amortization	(7,492)	(3,359)
Net Carrying Value	$ 1,808	$ 5,941

Income Taxes - Significant components of income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Currently payable:
Federal	$ 156	$ 124
State and Local	90	76	$ 37
Foreign	127	202	141
Total currently payable	373	402	178
Deferred:
Federal	(1,638)	(7,935)
State and Local	(2,359)	1,941
Foreign		(47)	(174)
Total deferred	(3,997)	(6,041)	(174)
Provision (benefit) for income taxes	$ (3,624)	$ (5,639)	$ 4

Consolidated Balance Sheets (Parenthetical) - $ / shares	Feb. 28, 2023	Feb. 28, 2022
Consolidated Balance Sheets
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	73,089,075	67,098,477
Common stock, shares outstanding	73,089,075	67,098,477

Equity-based Compensation - Weighted average grant date fair value of stock options granted (Details) - $ / shares	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 29 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated fair value of common stock	$ 8.54	$ 31.95	$ 31.27
Exercise price	$ 14.05	$ 53.38	$ 50.88
Expected volatility	70.00%	68.00%	78.00%
Expected term (in years)			6 years 3 months
Riskfree interest rate	4.14%	1.39%	0.64%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated fair value of common stock	$ 5.13	$ 13.59	$ 9.62
Exercise price	$ 8.03	$ 23.50	$ 15.40
Expected volatility	64.00%	63.00%	68.00%
Expected term (in years)		6 years 29 days	5 years
Riskfree interest rate	2.71%	1.29%	0.30%

Goodwill and Intangible Assets (Tables)

12 Months Ended

Feb. 28, 2023

Goodwill and Intangible Assets

Schedule of changes in the carrying amount of goodwill


Balance, February 28, 2021	$	4,013
Acquisitions		573,883
Balance, February 28, 2022	$	577,896
Impairment		(299,705)
Balance, February 28, 2023	$	278,191

Schedule of Intangible assets


	As of February 28, 2023							As of February 28, 2022
	Weighted Avg. Remaining Useful Life (years)	Gross Value		Accumulated Amortization		Net Carrying Value		Gross Value		Accumulated Amortization		Net Carrying Value
Customer relationships	17.9	$	124,050	$	(15,353)	$	108,697	$	124,050	$	(7,444)	$	116,606
Technology	3.0		111,526		(45,046)		66,480		111,526		(21,971)		89,555
Supplier-based network	3.0		25,000		(10,000)		15,000		25,000		(5,000)		20,000
Trade name	8.2		13,700		(2,483)		11,217		13,700		(1,112)		12,588
Non-compete agreement	0.7		9,300		(7,492)		1,808		9,300		(3,359)		5,941
		$	283,576	$	(80,374)	$	203,202	$	283,576	$	(38,886)	$	244,690

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]


Year Ending February 28(29),
2024	$	37,795
2025		34,143
2026		32,125
2027		9,403
2028		7,370
Thereafter		82,366
		203,202

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Income Taxes - Operating loss carryforwards (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards subject to expiration until 2030	$ 0
Deferred tax asset for operating loss carryforwards expiring in years 2030 through 2037	59,213
Deferred tax asset for operating loss carryforwards that have indefinite expiration		$ 54,101
Income tax expense	(3,624)	(5,639)	$ 4
U.S. federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	453,323	422,481
U.S. states
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	402,376	$ 372,975
Research and development
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards	$ 432

Related Party Transactions

12 Months Ended

Feb. 28, 2023

Related Party Transactions

Related Party Transactions

(17) Related Party Transactions

Entities affiliated with one of the Company’s significant customers owned more than 5% of the Company’s outstanding stock during the year ended February 28, 2021. Revenues related to this customer were $27,300 during the fiscal year ended February 28, 2021. As of February 28, 2023, 2022, and 2021, these entities no longer owned more than 5% of the Company’s outstanding stock.

Net Loss Per Common Share (Tables)

12 Months Ended

Feb. 28, 2023

Net Income (Loss) Per Share Attributable to Common Stockholders

Schedule of computation of basic and diluted net loss per share


	Year Ended February 28,
	2023		2022		2021
Net loss	$	(459,650)	$	(123,124)	$	(50,652)
Net loss per common share, basic and diluted	$	(6.45)	$	(1.93)	$	(1.72)
Weighted‑average shares used to compute net loss per common share, basic and diluted		71,279,831		63,823,270		29,370,594

Schedule of common stock were excluded from the computation of diluted net loss per share attributable to common stockholders


	Year Ended February 28,
	2023	2022	2021
Stock options	8,204,127	8,313,513	8,723,769
Unvested restricted stock units	4,266,990	2,226,057	190,713
Shares issued to 2nd.MD employees and subject to vesting	274,224	326,801	—
Shares issued to PlushCare employees and subject to vesting	537,401	806,161	—
Contingent shares in connection with PlushCare acquisition	102,111	102,111	—
Indemnity shares held in escrow in connection with PlushCare acquisition	27,342	27,342	—
Shares to be issued to HealthReveal shareholders upon expiration of indemnification period	28,089	28,089	—
Convertible Senior Notes	5,700,297	5,700,297
Total	19,140,581	17,530,371	8,914,482

Commitments and Contingencies - Legal Proceedings (Details) $ in Thousands	12 Months Ended
	Feb. 28, 2023 USD ($)
Commitments and Contingencies.
Accruals related to legal matters	$ 3,700
Remaining amount recorded in general and administrative expenses	$ 1,218

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross	$ 69,606	$ 61,767
Less accumulated depreciation	(54,843)	(49,970)
Property, Plant and Equipment, Net, Total	14,763	11,797
Depreciation and amortization expense	4,889	6,018	$ 6,762
Capitalized software development costs
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross	39,097	33,388
Computer software
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross	6,026	6,023
Computer equipment
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross	12,363	10,518
Write off of leasehold improvements and furniture/fixtures related to the termination of the Seattle lease	328
Office equipment, furniture, and leasehold improvements
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross	$ 12,120	$ 11,838

Goodwill and Intangible Assets (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment	$ 299,705	$ 0	$ 0
Goodwill impairment charge, basic (in dollars per share)	$ 4.20
Goodwill impairment charge, diluted (in dollars per share)	$ 4.20
Impairment charges on intangible assets	$ 0
Discount rate for goodwill impairment test	11.00%
Goodwill impairment test for current revenue	1.1
Goodwill impairment test for deferred revenue	1.8
Excess of reporting unit fair value over carrying value	$ 0
Income-based approach
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment test, percentage	70.00%
Market-based approach
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment test, percentage	30.00%

Revenue - Revenue and Deferred Revenue (Details) $ in Thousands	Feb. 28, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 225,048
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-03-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 152,976
Revenue remaining performance obligation satisfaction period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-03-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 56,778
Revenue remaining performance obligation satisfaction period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-03-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 14,888
Revenue remaining performance obligation satisfaction period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-03-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 372
Revenue remaining performance obligation satisfaction period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-03-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 34
Revenue remaining performance obligation satisfaction period	1 year

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Feb. 28, 2023

Basis of Presentation and Summary of Significant Accounting Policies

Summary of useful lives for property and equipment


Property and Equipment	Estimated Useful Life
Office equipment and furniture			7	years
Computer equipment	3	-	5	years
Computer software	3	-	5	years
Leasehold improvements	Lesser of estimated useful life or remaining lease term

Schedule of concentration of risk


	Year Ended February 28,
	2023		2022		2021
Customer 1	*	%	*	%	16.0	%
Customer 2	*	%	*	%	11.8	%
Customer 3	*	%	*	%	10.2	%
Customer 4	*	%	*	%	9.8	%
Total	*	%	*	%	47.8	%

*For the fiscal years ended February 28, 2023 and 2022, no customer represented 10% or more of the Company’s revenue.

Property and Equipment

12 Months Ended

Feb. 28, 2023

Property and Equipment

Property and Equipment

(6) Property and Equipment

Property and equipment consisted of the following:


	February 28,
	2023		2022
Capitalized software development costs	$	39,097	$	33,388
Computer software		6,026		6,023
Computer equipment		12,363		10,518
Office equipment, furniture, and leasehold improvements		12,120		11,838
		69,606		61,767
Less accumulated depreciation		(54,843)		(49,970)
Total	$	14,763	$	11,797

Depreciation and amortization expense related to property and equipment was $4,889, $6,018, and $6,762 for the fiscal years ended February 28, 2023, 2022, and 2021, respectively. During the year ended February 28, 2022, the Company wrote off $328 of fully-depreciated computer equipment.

Revenue - Revenues disaggregated (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	$ 363,142	$ 310,021
Access fees
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	284,144	264,612
Utilization-based fees
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	$ 78,998	$ 45,409

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Accrued Expenses and Other Current Liabilities

12 Months Ended

Feb. 28, 2023

Accrued Expenses and Accrued Compensation

Accrued Expenses and Other Current Liabilities

(8) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	February 28,
	2023		2022
Current portion of loans payable, net of unamortized issuance cost	$	596	$	596
Professional and consulting fees		1,992		2,661
Taxes		528		769
Marketing		347		1,492
Accrued litigation⁽¹⁾		3,700		888
Software, hardware, and communication costs		464		600
Payable related to acquisition earnout		—		1,969
Other		4,117		2,025
Total	$	11,744	$	11,000

(1)

See Note 16 for discussion regarding accrued litigation matters.

Goodwill and Intangible Assets - Carrying amount of goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Changes in the carrying amount of goodwill
Balance,Beginning	$ 577,896	$ 4,013
Acquisitions		573,883
Impairment	(299,705)	0	$ 0
Balance, Ending	$ 278,191	$ 577,896	$ 4,013

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Income Taxes (Tables)

12 Months Ended

Feb. 28, 2023

Income Taxes

Schedule of components of loss before income taxes


	Year Ended February 28,
	2023		2022		2021
Domestic	$	(463,848)	$	(129,569)	$	(50,934)
Foreign		574		806		286
Total	$	(463,274)	$	(128,763)	$	(50,648)

Schedule of significant components of income taxes


	Year Ended February 28,
	2023		2022		2021
Current:
Federal	$	156	$	124	$	—
State and Local		90		76		37
Foreign		127		202		141
Total Current		373		402		178
Deferred:
Federal		(1,638)		(7,935)		—
State and Local		(2,359)		1,941		—
Foreign		—		(47)		(174)
Total deferred		(3,997)		(6,041)		(174)
Provision (benefit) for income taxes	$	(3,624)	$	(5,639)	$	4

Schedule of reconciliation of income tax expense at the U.S. Federal statutory income tax rate to actual income tax provision


	Year Ended February 28,
	2023		2022		2021
Federal income tax expense at statutory tax rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal tax benefit	2.8		4.5		4.6
Change in state rate	(2.1)		—		—
Stock-based compensation	(0.3)		0.8		(0.2)
Transaction costs	—		(1.1)		0.0
Contingent consideration	—		1.1		—
Goodwill impairment	(8.6)		—		—
Changes in valuation allowances	(11.9)		(21.9)		(25.4)
Other	(0.1)		—		—
Effective Income Tax Rate	0.8	%	4.4	%	0.0	%

Schedule of significant components of the Company's deferred tax assets and liabilities


	February 28,
	2023		2022
Deferred tax assets:
Net operating loss and tax credit carryforwards	$	113,740	$	114,272
Other accruals and reserves		5,599		5,210
Stock‑based compensation		32,741		16,353
Interest expense deduction limitation carryforward		3,092		3,082
Intangibles		6,248		—
Property, plant & equipment		869		578
Capitalized research and development		10,931		—
Lease liability		10,086		10,027
Other		—		94
Valuation allowance		(175,610)		(125,810)
Deferred tax assets		7,696		23,806
Deferred tax liabilities:
Operating lease right-of-use assets		(7,478)		(8,494)
Intangibles		—		(19,091)
Deferred tax liabilities		(7,478)		(27,585)
Net deferred taxes	$	218	$	(3,779)

Schedule of changes in valuation allowance


	Year Ending February 28,
	2023		2022
Balance at the beginning of the period	$	125,810	$	96,516
Increase due to NOLs and temporary differences		54,937		35,287
Decrease due to acquisitions		(5,137)		(5,993)
Balance at the end of the period	$	175,610	$	125,810

Equity-based Compensation - Stock Options (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Jul. 31, 2020	Jun. 30, 2020	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense			$ 72,644	$ 72,939	$ 9,576
Stock options issued value					$ 5,735
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value			$ 8.54	$ 31.95	$ 31.27
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense			$ 11,798	$ 10,374	$ 7,743
Weighted average grant date fair value			$ 5.10	$ 28.59	$ 11.42
Aggregate intrinsic value of stock options			$ 1,801	$ 29,964	$ 32,972
Unrecognized compensation expense			$ 13,959
Weighted average period			1 year 8 months 12 days
Stock options issued value		$ 5,735
Stock options issued		525,907
2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized to be issued			9,211,901
Common stock available for future grants			1,488,576
2020 Equity Incentive Plan \| Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of option	10 years
Vesting period	4 years
2020 Equity Incentive Plan \| Stock Option \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock authorized to be issued	4,300,000
2020 Equity Incentive Plan \| Stock Option \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Vesting percentage	25.00%
2020 Equity Incentive Plan \| Stock Option \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
PlushCare, Inc. Stock Incentive Plan \| Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense			$ 4,367	4,161
Aggregate intrinsic value of stock options			1,127	$ 1,596
Unrecognized compensation expense			$ 2,707
Weighted average period			1 year 4 months 24 days

Debt - Notes (Details) - Convertible Senior Notes $ in Thousands	Feb. 28, 2023 USD ($)
Debt Instrument [Line Items]
Principal	$ 287,500
Unamortized issuance costs	(5,177)
Net carrying amount	$ 282,323

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Impairment of Long Lived Assets
Impairment charges	$ 0	$ 0	$ 0
Income Taxes
Unrecognized benefits	0	0	0
Additions, reductions, or settlements during the year for unrecognized benefits	0	0	$ 0
Operating lease right-of-use assets	29,525	$ 33,126
Operating lease liabilities	$ 34,473

Income Taxes - Changes in deferred tax, valuation allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Changes in deferred tax, valuation allowance
Balance at the beginning of the period	$ 125,810	$ 96,516
Increase due to NOLs and temporary differences	54,937	35,287
Increase due to acquisitions	(5,137)	(5,993)
Balance at the end of the period	$ 175,610	$ 125,810

Consolidated Balance Sheets - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
Current assets:
Cash and cash equivalents	$ 321,083	$ 365,853
Accounts receivable, net	23,435	21,116
Unbilled revenue	3,260	9,685
Current portion of deferred contract acquisition costs	4,022	3,015
Prepaid and other current assets	14,149	9,468
Total current assets	365,949	409,137
Property and equipment, net	14,763	11,797
Operating lease right-of-use assets	29,525	33,126
Goodwill	278,191	577,896
Intangible assets, net	203,202	244,690
Deferred contract acquisition costs	9,815	7,205
Other assets	1,624	1,678
Total assets	903,069	1,285,529
Current liabilities:
Accounts payable	10,155	7,837
Accrued expenses and other current liabilities	11,744	11,000
Accrued compensation	39,346	39,189
Due to customers	15,694	16,263
Current portion of deferred revenue	35,191	30,875
Current portion of operating lease liabilities	7,284	6,589
Total current liabilities	119,414	111,753
Loans payable, net of unamortized issuance costs	282,323	280,666
Operating lease liabilities	27,189	32,486
Other noncurrent liabilities	203	4,562
Deferred revenue	154	268
Total liabilities	429,283	429,735
Commitments and Contingencies (note 16)
Stockholders' equity
Common stock par value $0.0001; 500,000,000 shares authorized; 73,089,075 and 67,098,477 shares issued and outstanding at February 28, 2023 and 2022, respectively	7	7
Additional paid-in capital	1,428,073	1,350,431
Accumulated deficit	(954,294)	(494,644)
Total stockholders' equity	473,786	855,794
Total liabilities and stockholders' equity	$ 903,069	$ 1,285,529

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Feb. 28, 2023

Accrued Expenses and Accrued Compensation

Schedule of Accrued Expenses


	February 28,
	2023		2022
Current portion of loans payable, net of unamortized issuance cost	$	596	$	596
Professional and consulting fees		1,992		2,661
Taxes		528		769
Marketing		347		1,492
Accrued litigation⁽¹⁾		3,700		888
Software, hardware, and communication costs		464		600
Payable related to acquisition earnout		—		1,969
Other		4,117		2,025
Total	$	11,744	$	11,000

(1)

See Note 16 for discussion regarding accrued litigation matters.

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
Accrued Expenses and Accrued Compensation
Current portion of loans payable, net of unamortized issuance cost	$ 596	$ 596
Professional and consulting fees	1,992	2,661
Taxes	528	769
Marketing	347	1,492
Accrued litigation	3,700	888
Software, hardware, and communication costs	464	600
Payable related to acquisition earnout		1,969
Other	4,117	2,025
Total	$ 11,744	$ 11,000

Net Loss Per Common Share

12 Months Ended

Feb. 28, 2023

Net Income (Loss) Per Share Attributable to Common Stockholders

Net Loss Per Common Share

(15) Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per common share:


	Year Ended February 28,
	2023		2022		2021
Net loss	$	(459,650)	$	(123,124)	$	(50,652)
Net loss per common share, basic and diluted	$	(6.45)	$	(1.93)	$	(1.72)
Weighted‑average shares used to compute net loss per common share, basic and diluted		71,279,831		63,823,270		29,370,594

As the Company has reported net losses for each of the periods presented, all potentially dilutive securities are antidilutive. The following potential outstanding shares of common stock were excluded from the computation of diluted net loss per common share for the periods presented because including them would have been antidilutive:


	Year Ended February 28,
	2023	2022	2021
Stock options	8,204,127	8,313,513	8,723,769
Unvested restricted stock units	4,266,990	2,226,057	190,713
Shares issued to 2nd.MD employees and subject to vesting	274,224	326,801	—
Shares issued to PlushCare employees and subject to vesting	537,401	806,161	—
Contingent shares in connection with PlushCare acquisition	102,111	102,111	—
Indemnity shares held in escrow in connection with PlushCare acquisition	27,342	27,342	—
Shares to be issued to HealthReveal shareholders upon expiration of indemnification period	28,089	28,089	—
Convertible Senior Notes	5,700,297	5,700,297
Total	19,140,581	17,530,371	8,914,482

Leases - Future minimum lease payments (Details) $ in Thousands	Feb. 28, 2023 USD ($)
Leases
2024	$ 8,849
2025	7,270
2026	7,303
2027	6,420
2028	3,665
Thereafter	5,732
Total lease payments	39,239
Less: Imputed interest	(4,766)
Operating lease liabilities	$ 34,473
Term of Contract	8 years
Minimum fixed payments	$ 5,700

Commitments and Contingencies

12 Months Ended

Feb. 28, 2023

Commitments and Contingencies.

Commitments and Contingencies

(16) Commitments and Contingencies

(a)Legal Proceedings

The Company is involved in various claims, inquiries and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s financial position or liquidity. As of February 28, 2023, the Company had accruals of $3,700 related to legal matters.

On May 8, 2021, a purported class action complaint (Robbins v. PlushCare, Inc. et al.) was filed in the United States District Court for the Northern District of California against the Company’s wholly owned subsidiary, PlushCare, Inc. The complaint, as amended, alleges that certain of PlushCare’s subscription payment practices violate California and other state automatic renewal laws and the Federal Electronic Funds Transfer Act, among other claims, arising from allegations that PlushCare failed to provide adequate disclosures to members. The lawsuit seeks restitution of subscription fees, statutory damages for each violation, subject to trebling, reasonable attorneys’ fees, and injunctive relief. Under the terms of the agreement to purchase PlushCare, the selling shareholders will indemnify Accolade for losses related to this matter, subject to a cap. The parties have tentatively agreed on a settlement and the Company has recorded a contingent liability. The majority of the Company’s liability is eligible to be paid through third-party insurance and the remaining indemnification from the selling shareholders of PlushCare. The remainder amounted to $1,218 at February 28, 2023 and was recorded in general and administrative expenses in the statement of operations.

(b)Employment Agreements

Certain officers of the Company have employment agreements providing for severance, continuation of benefits, and other specified rights in the event of termination without cause, including in the event of a change of control of the Company, as defined in the agreements.

The Company has minimum required purchase commitments of $40,323 pursuant to an agreement primarily related to cloud computing services. Portions of the total purchase commitment are required to be met prior to the end of each contract year, September 30, in each of fiscal years 2023 through 2027. If total purchases in a contract year do not meet the portion of the commitment required for that year, the shortfall must be prepaid and can be used for future purchases through September 30, 2027. As of February 28, 2023, the Company has remaining future purchase commitments under this agreement of $31,995.

Revenue - Revenue and Deferred Revenue Narratives (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Revenue
Contract with customer liability revenue recognized	$ 30,567	$ 25,817
Revenue related to performance obligations satisfied in prior periods	$ 3,768	$ 4,673

Stockholders Equity (Deficit) - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 26, 2020	Jul. 07, 2020	Feb. 28, 2023	Feb. 28, 2021
Class of Stock [Line Items]
Net proceeds from offerings				$ 439,410
Number of additional shares issued		1,401,836
IPO
Class of Stock [Line Items]
New common stock issued and sold		11,526,134
Common stock issue price per share		$ 22.00
Net proceeds from offerings		$ 231,228
Number of additional shares issued			1,401,836
Follow-on offering
Class of Stock [Line Items]
New common stock issued and sold	5,750,000
Common stock issue price per share	$ 38.50
Net proceeds from offerings	$ 208,046

Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2021	Feb. 28, 2023	Feb. 28, 2022
Related Party [Member]
Related Party Transaction [Line Items]
Revenues	$ 27,300
Minimum
Related Party Transaction [Line Items]
Percentage of Company's outstanding stock owned by entities affiliated with one of the Company's significant customers	5.00%	5.00%	5.00%

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt

12 Months Ended

Feb. 28, 2023

Debt

Debt

(10) Debt

(a)Convertible Senior Notes and Capped Call Options

Convertible Senior Notes

In March 2021, the Company completed a private convertible note offering, pursuant to an Indenture dated as of March 29, 2021 between the Company and U.S. Bank National Association, as trustee (the Indenture), and issued $287,500 of 0.50% Convertible Senior Notes due 2026 (the Notes) that mature in April 2026, unless earlier converted, redeemed or repurchased. The Notes bear interest at a rate of 0.50% per annum, payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021 and are convertible into cash, shares of the Company’s

common stock or a combination of cash and shares of common stock, at the Company’s election. The Company incurred costs of $8,428 in connection with the Notes and the capped calls, of which $8,368 was allocated to the Notes and recorded as a debt discount and $60 was allocated to the capped call and recorded directly to additional paid-in capital. Net proceeds from the issuance of Notes were $279,132, and the Company used $34,443 of the net proceeds to pay the costs of the capped call transactions described below. For the years ended February 28, 2023 and 2022, the Company recorded interest expense of $3,094 and $2,857, respectively, of which $1,657 and $1,534, respectively, was associated with the amortization of the debt discount.

Pursuant to the terms of the Notes, a holder may convert all or any portion of its Notes at its option at any time prior to October 1, 2025 and only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on August 31, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On or after October 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances.

The initial conversion rate is 19.8088 shares of the Company’s common stock per $1 principal amount of Notes (equivalent to an initial conversion price of approximately $50.48 per share of the Company’s common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.

The Company may not redeem the Notes prior to April 6, 2024. On or after April 6, 2024, the Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation set forth in the Indenture), at its option, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days, including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.

Upon a fundamental change (as defined in the Indenture), holders may, subject to certain exceptions, require the Company to purchase their Notes in whole or in part for cash at a price equal to the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date (as defined in the Indenture). In addition, upon a Make-Whole Fundamental Change (as defined in the Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its Notes in connection with such Make-Whole Fundamental Change.

Under the Indenture, the Notes may be accelerated upon the occurrence of certain customary events of default. If certain bankruptcy and insolvency-related events of default with respect to the Company occur, the principal of, and accrued and unpaid interest on, all of the then outstanding Notes shall automatically become due and payable. The Indenture provides that the sole remedy for an event of default relating to certain failures by the Company to comply with reporting covenants, including timely filings, consists exclusively of the right to receive additional interest on the Notes.

As of February 28, 2023, none of the conditions of the Notes to early convert had been met. The Notes are the Company’s senior, unsecured obligations that rank senior in right of payment to the Company’s future indebtedness that

is expressly subordinated to the Notes, rank equally in right of payment with the Company’s future senior unsecured indebtedness that is not so subordinated, effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables and preferred equity (to the extent the Company is not a holder thereof)) of the Company’s subsidiaries. The Notes contain both affirmative and negative covenants. As of February 28, 2023, the Company was in compliance with all covenants in the Notes.

The Company concluded the Notes are accounted for as debt, with no bifurcation of the embedded conversion feature. Transaction costs were recorded as a direct deduction from the related debt liability in the consolidated balance sheet and are amortized to interest expense using the effective interest method over the term of the Notes. The effective interest rate for the Notes is 1.1%.

As of February 28, 2023, the Notes consisted of the following:


	February 28, 2023
Principal	$	287,500
Unamortized issuance costs		(5,177)
Net carrying amount	$	282,323

Capped Call

Concurrent with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with two of the initial purchasers and/or their respective affiliates and another financial institution (the Option Counterparties). The capped call transactions are expected to offset the potential dilution to Accolade’s common stock as a result of any conversion of Notes, with such offset subject to a cap initially equal to $76.20 (which represented a premium of 100% over the last reported sale price of the Company’s common stock on March 24, 2021). The capped call transactions are separate transactions, entered into by the Company with the Option Counterparties, and are not part of the terms of the Notes.

As the capped call options are both legally detachable and separately exercisable from the Notes, the Company accounts for the capped call options separately from the Notes. The capped call options are indexed to the Company’s own common stock and classified in stockholders’ equity. As such, the premiums paid for the capped call options were included as a net reduction to additional paid-in capital in the consolidated balance sheet

(b)Revolving Credit Facility

During July 2019, the Company entered into a revolving credit facility (as amended, the 2019 Revolver) with a syndicate of two banks. Under the 2019 Revolver, the Company has the capacity to borrow up to $80,000 on a revolving facility. Availability of borrowings on the 2019 Revolver is calculated as a multiple of the Company’s eligible monthly recurring revenues (as defined in the 2019 Revolver). As of February 28, 2023, the Company had outstanding letters of credit to serve as office landlord security deposits in the amount of $1,208. These letters of credit are secured through the revolving credit facility, thus reducing the maximum capacity of the revolving credit facility to $78,792 as of February 28, 2023. No amounts were outstanding as of February 28, 2023.

The 2019 Revolver term ends on July 19, 2024. The interest rate on the outstanding borrowings are at the Bloomberg Short-Term Bank Yield Index (BSBY) rate plus 350 basis points or Base Rate (as defined) plus 250 basis points, with the BSBY rate and Base Rate subject to minimum levels. Interest payments are to be made in installments of one, two, or three months as chosen by the Company.

The Company incurred lender and third-party fees when entering into the 2019 Revolver, all of which were deferred at the onset of the facility and have been fully amortized. During the years ended February 28, 2023, 2022, and 2021, the Company recorded interest expense of $203, $296, and $1,106, respectively, related to the revolving credit facility of which $0, $93, and $279, respectively, related to the amortization of deferred financing fees.

On July 19, 2022, the Company entered into an amendment to the 2019 Revolver which extended the term until July 19, 2024, documented the transition from the LIBOR interest rate index to the BSBY rate, and established new minimum covenant revenue targets. The term will automatically be extended to July 19, 2025 if the Company has at least $200,000 in consolidated net cash as of May 31, 2024.

The 2019 Revolver is collateralized by substantially all of the assets of the Company.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2208564

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+ Details

Equity-based Compensation (Tables)

12 Months Ended

Feb. 28, 2023

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of stock-based compensation


	Year Ended February 28,
	2023		2022		2021
Cost of revenue	$	4,794	$	3,197	$	948
Product and technology		24,995		18,744		3,387
Sales and marketing		17,275		12,822		2,376
General and administrative		25,580		38,176		2,865
Total stock‑based compensation	$	72,644	$	72,939	$	9,576

Schedule of weighted average assumptions


	Year Ended February 28,
	2023	2022	2021
Estimated fair value of common stock	$5.13-$8.54	$13.59-$31.95	$9.62-$31.27
Exercise price	$8.03-$14.05	$23.50-$53.38	$15.40-$50.88
Expected volatility	64%-70%	63%-68%	68%-78%
Expected term (in years)	6.08	6.08	5.00-6.25
Risk‑free interest rate	2.71%-4.14%	1.29%-1.39%	0.30%-0.64%
Dividend yield	—	—	—

Schedule of restricted stock units activity


		Restricted Stock Units
Balance, February 29, 2020		—
Granted		191,415
Vested		(702)
Forfeited		—
Balance, February 28, 2021		190,713
Granted		2,257,433
Vested		(87,574)
Forfeited		(134,515)
Balance, February 28, 2022		2,226,057
Granted		4,470,526
Vested		(1,667,550)
Forfeited		(762,043)
Balance, February 28, 2023		4,266,990

2020 Equity Incentive Plan

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of stock option activity


				Weighted
		Weighted‑		Remaining		Aggregate
		Average		Contractual		Intrinsic
	Stock Options	Exercise Price		Life In Years		Value
Balance, February 29, 2020	7,996,056
Granted	2,167,775	$	17.47
Exercised	(1,182,099)	$	5.98
Forfeited	(257,963)	$
Balance, February 28, 2021	8,723,769
Granted	528,038	$	47.74
Exercised	(901,064)	$	9.37
Forfeited	(304,951)	$	14.87
Balance, February 28, 2022	8,045,792
Granted	915,081	$	8.06
Exercised	(346,518)	$	5.45
Forfeited	(563,836)	$	20.05
Balance, February 28, 2023	8,050,519			5.1	years	$	30,430
Vested and expected to vest as of February 28, 2023	7,893,273	$	10.43	5.4	years	$	30,106
Exercisable as of February 28, 2023	6,581,769	$	9.11	4.3	years	$	27,765

PlushCare, Inc. Stock Incentive Plan

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of stock option activity


		Weighted		Weighted
		average		remaining		Aggregate
		exercise		contractual life		intrinsic
	Stock Options	price		in years		value
Assumed, June 9, 2021	325,992
Exercised	(50,506)	$	1.20
Forfeited	(7,765)	$	2.88
Balance, February 28, 2022	267,721
Exercised	(111,456)	$	1.65
Forfeited	(2,657)	$	2.61
Balance, February 28, 2023	153,608			6.7	years	$	1,456
Vested and expected to vest as of February 28, 2023	124,666	$	1.36	6.5	years	$	1,216
Exercisable as of February 28, 2023	95,519	$	1.15	6.3	years	$	951

Equity-based Compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense	$ 72,644	$ 72,939	$ 9,576
Cost of revenue, excluding depreciation and amortization
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense	4,794	3,197	948
Product and technology
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense	24,995	18,744	3,387
REPLACED Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense	17,275	12,822	2,376
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense	25,580	38,176	2,865
Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation expense	$ 11,798	$ 10,374	$ 7,743

Stockholders' Equity

12 Months Ended

Feb. 28, 2023

Stockholders' Equity (Deficit)

Stockholders' Equity

(11) Stockholders’ Equity (Deficit)

(a)Common Stock

Upon completion of the IPO, the Company issued and sold 11,526,134 shares of common stock at an issuance price of $22.00 per share resulting in net proceeds of $231,228, after deducting underwriting discounts, commissions, and offering costs. In addition, the Company issued 1,401,836 shares of common stock as a result of the automatic net exercise of warrants.

The Company closed its follow-on public offering on October 26, 2020, during which the Company issued and sold 5,750,000 shares of common stock at an issuance price of $38.50 per share resulting in net proceeds of $208,046 after deducting underwriting discounts, commissions, and offering costs.

(b)Convertible Preferred Stock

On July 7, 2020, upon the closing of the Company’s IPO, all shares of the Company’s outstanding convertible preferred stock converted into 29,479,521 shares of common stock and, as of February 28, 2023, 2022 and 2021, there were no shares of convertible preferred stock outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases (Tables)

12 Months Ended

Feb. 28, 2023

Leases

Schedule of components of operating lease cost


	Year Ended February 28,
		2023		2022
Operating lease cost		7,575	$	7,169
Variable lease cost		2,042		1,691
Total lease cost		9,617	$	8,860

Schedule of cash flow and supplemental information


	Year Ended February 28,
Cash Flow Information	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,569	$	8,310
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	2,170	$	3,564


Supplemental Information	February 28, 2023
Weighted-average remaining lease term (years)	5.3
Weighted-average discount rate	5.0	%

Summary of future aggregate minimum lease payments as of under all non-cancelable operating leases


Year Ending February 28(29),
2024	$	8,849
2025		7,270
2026		7,303
2027		6,420
2028		3,665
Thereafter		5,732
Total lease payments		39,239
Less: Imputed interest		(4,766)
Total lease liabilities	$	34,473

Restructuring - Severance Costs (Details) $ in Thousands	12 Months Ended
Restructuring - Severance Costs (Details) $ in Thousands	Feb. 28, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Severance Costs	$ 7,065
Cost of revenue, excluding depreciation and amortization
Restructuring Cost and Reserve [Line Items]
Severance Costs	1,025
Product and technology
Restructuring Cost and Reserve [Line Items]
Severance Costs	2,149
Selling And Marketing Expense [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs	1,948
General and administrative
Restructuring Cost and Reserve [Line Items]
Severance Costs	$ 1,943

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2021
Consolidated Statements of Operations
Revenue	$ 363,142	$ 310,021	$ 170,358
Cost of revenue, excluding depreciation and amortization	198,905	169,019	93,673
Operating expenses:
Product and technology	101,347	83,664	49,955
Sales and marketing	99,113	86,765	33,711
General and administrative	81,209	99,106	31,584
Depreciation and amortization	46,377	42,608	8,212
Goodwill impairment	299,705	0	0
Change in fair value of contingent consideration		(45,416)
Total operating expenses	627,751	266,727	123,462
Loss from operations	(463,514)	(125,725)	(46,777)
Interest income (expense), net	255	(2,905)	(3,724)
Other expense	(15)	(133)	(147)
Loss before income taxes	(463,274)	(128,763)	(50,648)
Income tax benefit (expense)	3,624	5,639	(4)
Net income (loss)	$ (459,650)	$ (123,124)	$ (50,652)
Net income (loss) per share, Basic	$ (6.45)	$ (1.93)	$ (1.72)
Net income (loss) per share, Diluted	$ (6.45)	$ (1.93)	$ (1.72)
Weighted-average common shares outstanding, Basic	71,279,831	63,823,270	29,370,594
Weighted-average common shares outstanding, Diluted	71,279,831	63,823,270	29,370,594

Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Feb. 28, 2022
Goodwill and Intangible Assets
Finite-Lived Intangible Asset, Expected Amortization, Year One	$ 37,795
Finite-Lived Intangible Asset, Expected Amortization, Year Two	34,143
Finite-Lived Intangible Asset, Expected Amortization, Year Three	32,125
Finite-Lived Intangible Asset, Expected Amortization, Year Four	9,403
Finite-Lived Intangible Asset, Expected Amortization, Year Five	7,370
Finite-Lived Intangible Asset, Expected Amortization, after Year Five	82,366
Net Carrying Value	$ 203,202	$ 244,690

Acquisitions - Summary of Purchase Consideration (Details) - USD ($) $ in Thousands			12 Months Ended
	Jun. 09, 2021	Mar. 03, 2021	Feb. 28, 2022
Consideration Paid
Cash consideration, net of cash acquired			$ 259,996
Acquisition of 2nd.MD
Consideration Paid
Cash consideration, net of cash acquired		$ 226,135
Fair value of common stock issued		116,187
Fair value of replacement awards		1,520
Fair value of contingent consideration		76,248
Total consideration paid		$ 420,090
PlushCare
Consideration Paid
Cash consideration, net of cash acquired	$ 33,860
Fair value of common stock issued	330,338
Fair value of replacement awards	5,209
Fair value of contingent consideration	44,618
Total consideration paid	$ 414,025

Background - Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 26, 2020	Jul. 07, 2020	Feb. 28, 2023	Feb. 28, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from public offerings, net of underwriters' discounts and commissions and offering costs				$ 439,410
Shares issued on conversion of convertible preferred stock		29,479,521
Number of additional shares issued		1,401,836
IPO
Subsidiary, Sale of Stock [Line Items]
Shares issued		11,526,134
Share Price		$ 22.00
Proceeds from public offerings, net of underwriters' discounts and commissions and offering costs		$ 231,228
Offering Costs		$ 4,596
Number of additional shares issued			1,401,836
Overallotment
Subsidiary, Sale of Stock [Line Items]
Shares issued	750,000	1,503,408
Follow On Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued	5,750,000
Share Price	$ 38.50
Proceeds from public offerings, net of underwriters' discounts and commissions and offering costs	$ 208,046
Offering Costs	$ 600

Background

12 Months Ended

Feb. 28, 2023

Background

Background

(1) Background

(a)Business

Accolade, Inc. (Accolade or together with its subsidiaries, the Company) provides personalized, technology-enabled solutions that help people better understand, navigate, and utilize the healthcare system and their workplace benefits. The Company’s customers are primarily employers that contract with Accolade to provide their employees and their employees’ families (the members) a single place to turn for their health, healthcare, and benefits needs. The Company also offers expert medical opinion services to commercial customers (which includes employers, health plans, and governmental entities) and virtual primary care, both directly to consumers and to commercial customers. These services are designed to drive better healthcare outcomes and increased satisfaction for the participants while lowering costs for the payor. The Company provides its services to customers throughout the United States. Accolade is co-headquartered in Seattle, Washington and Plymouth Meeting, Pennsylvania.

(b)Liquidity

The Company has incurred net losses and cumulative negative cash flows from operations since inception. To date, the Company’s operations have been funded by capital raised from investors, debt facilities, and revenues in the normal course of business. Management believes that the Company’s cash and cash equivalents, plus customer revenues and advances and available borrowings under its debt facility, are sufficient to fund its operations through at least the next 12 months from the issuance of these consolidated financial statements. Additional financing may be required for the Company to successfully implement its long-term strategy. There can be no assurance that additional financing, if needed, can be obtained on terms acceptable to the Company.

(c)Initial Public Offering

On July 7, 2020, the Company closed its initial public offering of common stock (IPO) in which the Company issued and sold 11,526,134 shares (inclusive of the underwriters’ over-allotment option to purchase 1,503,408 shares) of common stock at $22.00 per share. The Company received net proceeds of $231,228 after deducting underwriting discounts and commissions, as well as offering costs of $4,596. Upon the closing of the IPO, all shares of outstanding convertible preferred stock converted into 29,479,521 shares of common stock, and an additional 1,401,836 shares of common stock were issued upon the automatic net exercise of warrants then outstanding.

(d)Follow-on Public Offering

On October 26, 2020, the Company closed a follow-on public offering of common stock in which the Company issued and sold 5,750,000 shares (inclusive of the underwriters’ over-allotment option to purchase 750,000 shares) of common stock at $38.50 per share. The Company received net proceeds of $208,046 after deducting underwriting discounts and commissions, as well as offering costs of $600, all of which were paid as of February 28, 2021.